TCR_Public/070629.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, June 29, 2007, Vol. 11, No. 152

                             Headlines

AEGIS ASSET: Moody's Downgrades Ratings on Two Class Certificates
AMERCABLE INC: S&P Assigns Corporate Credit Rating at B-
AMERCABLE INC: Buyout Cues Moody's B2 Corporate Family Rating
AMP'D MOBILE: Sec. 341(a) Creditors' Meeting Slated for July 12
AMP'D MOBILE: Wants Until July 10 to File Schedules

AMR CORPORATION: Sees $12 Million Cut in Annual Interest Expense
ANDREW CORPORATION: Inks $2.6 Billion Buyout Deal with CommScope
ANDREW CORP: $2.6BB CommScope Deal Cues S&P to Cut Rating to BB-
ARKANSAS CATFISH: Public Sale for Assets Scheduled on July 11
AURIGA LABS: L. Dreimann and T. Heck Appointed as Directors

BALLY TOTAL: Commences Solicitation for Pre-Packaged Ch. 11 Plan
BALLY TOTAL: Discloses Treatment of Claims Under Pre-Packaged Plan
BEAR STEARNS: Fitch Rates $8.2 Million Class Q Certificates at B-
BIKE SPRING: Voluntary Chapter 11 Case Summary
BONNY WEISS: Case Summary & 20 Largest Unsecured Creditors

C-BASS MORTGAGE: Moody's Rates Class B Certificates at Ba1
CENTENNIAL COMMUNICATIONS: Fitch Affirms B- Issuer Default Rating
CHASE COMMERCIAL: S&P Affirms B- Rating on Class I Certificates
CKE RESTAURANTS: Incurs $15.4 Million Loss in Quarter Ended May 21
CMALT: Fitch Rates $3.397 Million Class B-5 Certificates at B

COMMSCOPE INC: Inks Pact to Buy Andrew Corp. for $2.6 Billion
COMMSCOPE INC: Moody's Reviews Ratings after Announced Acquisition
COMMSCOPE INC: Andrew Corp. Buy Prompts S&P's Negative Watch
CRESCENT REAL: Shareholders to Vote on Deal at August 1 Meeting
DAIMLERCHRYSLER: Executive Says Russia a Key Market for Chrysler

DAIMLERCHRYSLER AG: MAN and Freightliner Settle ERF Case
DANKA BUSINESS: March 31 Balance Sheet Upside-Down by $316.4 Mil.
DELTATECH CONTROLS: S&P Rates Proposed $166 Million Loan at B+
DEREK FARRINGTON: Case Summary & 20 Largest Unsecured Creditors
DYNCORP INTERNATIONAL: Awarded LOGCAP IV Contract by US Army

ENCYSIVE PHARMACEUTICALS: Cuts 70% of US Work Force
ENCYSIVE PHARMACEUTICALS: George Cole Named as President and CEO
ENVIRONAMICS: Case Summary & 17 Largest Unsecured Creditors
EPD INC: Moody's Affirms B2 Corporate Family Rating
FIDELITY NATIONAL: eFunds Acquisition Cues Fitch's Negative Watch

FIDELITY NATIONAL: eFunds Buy Cues Moody's to Review Ratings
FIDELITY NATIONAL: eFunds Acquisition Cues S&P's Negative Watch
FIRST CONSUMERS: S&P Puts Default Rating on Class B Notes
FORD CREDIT: Fitch Rates $39.839 Million Class D Notes at BB
GENCORP INC: May 31 Balance Sheet Upside-Down by $96 Million

GENERAL MOTORS: Selling Unit to Carlyle Group & Onex for $5.6 Bil.
GLOWPOINT INC: March 31 Balance Sheet Upside-down by $14.1 Million
GREAT LAKES: Refinancing Cues S&P to Withdraw BB- Ratings
GUITAR CENTER: Inks $2.1 Billion Deal with Bain Capital
GUITAR CENTER: Bain Capital Offer Cues Moody's to Review Ratings

HERCULES INC: S&P Revises Outlook from Stable to Positive
HOME DIRECTOR: Has $1.7 Million Stockholders' Deficit at March 31
INTERGEN N.V.: S&P Puts Preliminary BB- Rating on $1.9 Bil. Notes
INVENTIV HEALTH: Moody's Affirms Ba3 Corporate Family Rating
INVENTIV HEALTH: S&P Rates S&P Rates $800MM Facilities at BB-

INVERNESS MEDICAL: Completes Tender Offer for Biosite Shares
INVESTORS BANK: Moody's Lifts Strength Rating to B+ from B
J.P. MORGAN: Moody's Rates Class M10 Certificates at Ba1
JACK IN THE BOX: Strong Performance Prompts S&P's Stable Outlook
JO-ANN STORES: Improved Performance Cues S&P's Stable Outlook

K-SEA TRANSPORTATION: Moody's Places B1 Rating under Review
KEYSTONE AUTO: Poor Same-Store Sales Cues S&P's Negative Outlook
LASALLE COMMERCIAL: Fitch Holds B- Rating on $1.2MM Class M Certs.
LE-NATURE'S INC: Chap. 11 Trustee, et al. Want Cases Continued
LE-NATURE'S INC: Harbinger, et al. Commits $15MM Exit Facility

LEHMAN ABS: Moody's Assigns Low-B Ratings on Two Certificates
LEINER HEALTH: March 31 Balance Sheet Upside-Down by 137.1 Million
LOEHMANN'S HOLDINGS: S&P Cuts Corporate Credit Rating to B-
MERRILL LYNCH: Fitch Cuts Rating on 2005-HE1 Class B5 Certs. to B+
MERRILL LYNCH: Fitch Rates $1.6 Mil. 2007-2 Class B-2 Certs. at B

MERRILL LYNCH: Fitch Cuts Rating on 2006-SL2 Class B2 Certs. to B
MORGAN STANLEY: Moody's Assigns Low-B Ratings on Two Certificates
MORTGAGE ASSET: Fitch Lowers on 2005-FRE1 Class M-10 Certs. to B
MTR GAMING: Selling Binion's Hotel to TLC Casino for $32 Mil. Cash
MYERS INDUSTRIES: S&P Junks Rating on Proposed $265 Mil. Notes

OGLEBAY NORTON: Annual Shareholders Meeting Set for Sept. 24
OMI CORP: Moody's Withdraws Ba3 Corporate Family Rating
PACIFIC LUMBER: Scopac Taps Greenfield Advisors as Appraisers
PAETEC HOLDING: Prices $300 Mil. Offering of 9.5% Senior Notes
PETRA CRE: Fitch Rates $32.5 Mil. Class K Deferrable Notes at B

PLEASANT CARE: Court Okays Paul Delano Wolf as Special Counsel
PRIMEDIA INC: Commences Cash Tender Offer for Three Notes
R.J. GATORS: Case Summary & 20 Largest Unsecured Creditors
RAG SHOPS: DJM Realty Tapped to Sell All 61 Location Leases
RAYMOND KADALEC: Case Summary & 18 Largest Unsecured Creditors

REAL ESTATE: Moody's Assigns Low-B Ratings to Six Certificates
SCHOONER TRUST: Moody's Assigns Low-B Ratings to Six Certificates
SPINNAKER CAPITAL: Moody's Rates $200 Million Series 1 Notes at B1
STOLLE MACHINERY: Loan Add-On Prompts S&P to Revise Ratings
STRUCTURED ASSET: Moody's Junks Rating on 2002-HF1 Class B Certs.

STRUCTURED ASSET: S&P Cuts Ratings on Five Certificates to B
SYNIVERSE TECHNOLOGIES: S&P Affirms BB- Rating w/ Stable Outlook
TIMOTHY SHELTON: Case Summary & 17 Largest Unsecured Creditors
TWEETER HOME: U.S. Trustee Picks Five-Member Creditors' Panel
TWEETER HOME: Court Okays Kurtzman Carson as Claims Agent

UNIVERSAL HOSP: Engages Deloitte & Touche as New Accountant
VARIETAL DISTRIBUTION: Reports Results of Notes Tender Offer
VARIETAL DISTRIBUTION: Inks Pact to Buy Bie & Berntsen in Cash
VENOCO INC: Prices 6.1 Million Shares at $18.50 per Share
VISTAR CORP: Moody's Places Corporate Family Rating at B2

WAMU ASSET: Moody's Rates Class B Certificates at Ba1
WELLS FARGO: Fitch Rates $5.656 Mil. Class B-5 Certificates at B
WERNER LADDER: Creditors' Committee Files Liquidating Plan
WERNER LADDER: Treatment of Claims Under the Committee's Plan
WERNER LADDER: Panel Wants Solicitation Procedures Approved

WGL HOLDINGS: S&P Revises Outlook to Stable from Negative
WHITING PETROLEUM: Prices 5 Million Common Stock Public Offering

* BOOK REVIEW: As We Forgive Our Debtors: Bankruptcy and Consumer
               Credit in America

                             *********

AEGIS ASSET: Moody's Downgrades Ratings on Two Class Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded two certificates and placed
one certificate on watch for possible downgrade from three
transactions issued in 2003 and 2004 by Aegis Asset Backed
Securities Trust.  The transactions are backed by primarily first
lien, adjustable and fixed rate subprime mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to expected losses.

Complete rating actions are:

Downgrade:

Issuer: Aegis Asset Backed Securities Trust 2003-2

-- Class B, downgraded to B2 from Baa2.

Issuer: Aegis Asset Backed Securities Trust 2004-1

-- Class B3, downgraded to B3 from Baa3.

Review for possible downgrade:

Issuer: Aegis Asset Backed Securities Trust 2003-3

-- Class B, currently Baa2, under review for possible downgrade


AMERCABLE INC: S&P Assigns Corporate Credit Rating at B-
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to El Dorado, Arkansas-based AmerCable Inc., a
provider of power and control cables and cable assemblies to the
mining, and oil and gas sectors.  The outlook is stable.
     
At the same time, S&P assigned its 'B-' bank loan rating and '3'
recovery rating to AmerCable's proposed $135 million senior
secured term loan.  The bank loan and recovery rating indicate
expectations of meaningful recovery (50%-70%) in the event of a
payment default.  The bank loan ratings are based on preliminary
terms and conditions.
     
Private equity firm Quintana Energy Partners L.P. is acquiring
AmerCable, which was formed in 1984 as part of Associated
Materials Inc. (B-/Stable/--).  The most recent transaction
follows a management buyout in 2002 and subsequent acquisition by
Industrial Growth Partners, a private equity firm, in 2005.  Pro
forma for the transaction, the company will have $135 million of
term debt and $77 million in equity from QEP and AmerCable's
senior management.
     
AmerCable operates in two end markets--oil and gas, and mining.
     
"We expect AmerCable's maintenance, repair, and overhaul segment
to continue to generate stable cash flow and that new project
opportunities will be sufficiently robust in the near term, given
the outlook for mining and oil and gas spending," said Standard &
Poor's credit analyst Marie Shmaruk.  "However, a significant and
rapid drop in copper prices or additional leverage could result in
a negative rating action, although S&P don't expect this in the
near term.  A cyclical downturn in the mining and oil and gas
industries could also pressure ratings.  S&P could raise ratings
if operating performance improved, debt levels fell significantly,
and financial measures strengthened."


AMERCABLE INC: Buyout Cues Moody's B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned ratings to AmerCable
Incorporated in connection with the leveraged buyout of AmerCable
by Quintana Energy Partners L.P.  Moody's assigned a B2 Corporate
Family Rating, a Ba2 rating to the proposed $15 million senior
secured revolver and a B2 rating to the proposed $135 million
senior secured term loan.  The rating outlook for AmerCable is
stable.

AmerCable entered on June 8, 20074 into a definitive agreement to
be acquired by Quintana Energy Partners L.P. and its affiliated
investment funds for about $212 million in total consideration.
While the deal represents a financial investment by Quintana, the
sponsor and its affiliates also bring significant strategic
benefits to AmerCable given that it owns in excess of 20 billion
tons of coal reserves, representing roughly 5% of domestic
reserves, and over 5 million mineral acres in the U.S.

Moody's assigned these proposed ratings:

-- $15 million senior secured revolver due 2012, rated Ba2
    (LGD1, 1%)

-- $135 million senior secured term loan due 2014, rated B2
    (LGD3, 38%)

-- Corporate Family Rating, rated B2

-- Probability of Default Rating, rated B3

-- The ratings outlook is stable

The proceeds from this new indebtedness will be utilized to
purchase the company's equity, repay existing senior bank debt and
pay transaction fees and expenses.

The assignment of a B2 Corporate Family rating primarily reflects
the following factors:

    1) moderate leverage;

    2) modest free cash flow; and

    3) moderate interest coverage resulting from the re-leveraging
       of the company's balance sheet to effect the buyout.

The ratings also reflect the company's small size relative to the
company's primary competitors and as compared to other companies
rated by Moody's.

Factors that serve to mitigate these risks include the company's
leading market share positions in its core North American markets
for cable products used in the mining and oil & gas markets, the
favorable demand fundamentals in both the oil & gas and mining
sectors for the foreseeable future, the quality and
diversification of its customer base, its seasoned, cohesive
management team as well as the company's superior margins relative
to major competitors in the wire and cable business, both in the
U.S. and Europe.  The ratings are also bolstered by the fact that
the company employs an effective demand-pull strategy by
maintaining direct dialogues with the end users while selling
through distributors.

The outlook is stable, reflecting Moody's belief that AmerCable
will continue to grow revenues at a double-digit pace fueled
primarily by anticipated growth in the pace of deep-water oil &
gas exploration and production as well as increasing demand for
coal in the U.S. and, most particularly, in non-OECD countries.  
We also assume that the firm will maintain a close association
with end users by means of its engineering specialists and that it
will continue to invest in research and development activities
that, in tandem with its customer-centric approach to its markets,
will enable it to continue to develop durable, leading edge
products for its clientele.  In the event that a major acquisition
or market expansion adds material debt to the company's balance
sheet the expectation is that AmerCable will utilize cash flow to
rapidly de-lever in a disciplined manner in keeping with its
conservative long-term financial goals.

The rating could move down if the company encounters difficulties
in managing its expansion into new markets or experiences softness
in demand in its primary end markets, resulting in slowing revenue
growth with a concomitant weakening of margins and a deterioration
of free cash flow to adjusted debt to less than 1.5% on a
sustained basis.  The rating could also be downgraded in the event
that the company embarks upon a major acquisition or pays a
substantial dividend to the sponsor group, thereby increasing
total debt to EBITDA above 7.0 times on a sustained basis.  The
rating could come under upward pressure if adjusted free cash flow
to adjusted debt improves to a range of 5% or more or if adjusted
debt to EBITDA declines to 4.5 times or below on a sustained
basis.

Headquartered in El Dorado, Arkansas, AmerCable develops,
manufactures and sells highly engineered, jacketed electrical
cable products, cable assemblies and customer-driven solutions for
power, control and instrumentation applications used in severe
operating environments.  Primary end-markets for the company's
products include the mining and offshore and gas industries.


AMP'D MOBILE: Sec. 341(a) Creditors' Meeting Slated for July 12
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of Amp'd Mobile Inc.'s creditors at
10:00 a.m., on July 12, 2007 at Room 2112, J. Caleb Boggs
Federal Building, 844 King Street, in Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtor's bankruptcy cases.

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the company's financial affairs and operations that
would be of interest to the general body of creditors.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual     
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 6;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000)


AMP'D MOBILE: Wants Until July 10 to File Schedules
---------------------------------------------------
Amp'd Mobile Inc. asks the U.S. Bankruptcy Court for the District
of Delaware to extend the time for it to file its schedules and
statements until July 10, 2007.

Since its bankruptcy filing, the Debtor has focused
considerable effort on obtaining use of cash collateral,
negotiating a possible debtor-in-possession financing and
resolving expedited litigation critical to its bankruptcy case,
Mary E. Augustine, Esq., at The Bayard Firm, in Wilmington,
Delaware, the Debtor's proposed counsel, relates.  Those
activities have consumed most of the time and attention of
the Debtor's employees, attorneys and financial advisors,
hence the Debtor may be unable to complete its schedules and
statements by the July 1 deadline, Ms. Augustine  contends.

Accordingly, the Debtor asks the U.S. Bankruptcy Court
for the District of Delaware to extend the time for it
to file its schedules and statements until July 10, 2007.

Ms. Augustine tells the Court that the Debtor is in the process
of reviewing its books, records and other documents relating to a
multitude of transactions to prepare the required SAL and SOFA.   
The Debtor has also mobilized its employees to work diligent on
the assembly of the necessary information, Ms. Augustine says.

The Court will convene a hearing July 10, 2007, to consider the
Debtors' request.  By application of Delaware Local Rule 9006-2,
the Debtor's time to file its schedules and statements is
extended until conclusion of that hearing.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual     
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service.  The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  When it
sought bankruptcy, Amp'D Mobile listed total assets of between
$1 million to $100 million and estimated debts of more than
$100 million.

The Debtor's exclusive period to file a plan expires on
Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News, Issue No. 6;
Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/    
or 215/945-7000)


AMR CORPORATION: Sees $12 Million Cut in Annual Interest Expense
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
provided an update on actions taken in the second quarter of 2007
as part of its ongoing efforts to strengthen its balance sheet
and build a stronger financial foundation.  The company said that
these actions are expected to eliminate about $12 million in
annual net interest expense.

Actions in the second quarter include:

    -- American amended the $442 million floating rate term loan          
       portion of its credit facility, which has been outstanding
       since December 2004, lowering the interest rate from 3.25%
       over LIBOR to 2% over LIBOR.

    -- AMR's wholly-owned subsidiary, American Eagle Airlines
       Inc., prepaid $48.2 million in principal amount of aircraft
       debt.  The debt prepayment is in addition to AMR's
       $1.3 billion in scheduled principal payments in 2007.

    -- American refinanced $127.7 million of bonds that were
       originally issued to fund facilities expansion and
       renovation at Dallas/Fort Worth International Airport,
       reducing the interest rate by 1.75 percentage
       points to 5.5%.

    -- American refinanced $108.7 million in bonds that were
       originally issued to fund expansion and improvements at
       O'Hare International Airport in Chicago, reducing the
       interest rate by 2.7 percentage points to 5.5%.

These efforts by AMR to improve its balance sheet follow similar
actions taken by the company earlier in 2007, which resulted in
the elimination of more than $15 million in annual net interest
expense.

AMR anticipates ending the second quarter of 2007 with about
$6.2 billion in cash and short-term investments, including a
restricted balance of about $500 million, compared to a cash and
short-term investment balance of $5.7 billion, including a
restricted balance of $525 million, at the end of the second
quarter of 2006.

The company expects to end the second quarter of 2007 with total
debt, which the company defines as the aggregate of its long-term
debt, capital lease obligations, the principal amount of airport
facility tax-exempt bonds and the present value of aircraft
operating lease obligations, of about $17.3 billion.  AMR's total
debt was about $19.4 billion at the end of the second quarter of
2006 and about $20.1 billion at the end of 2005.

The company expects to end the second quarter of 2007 with net
debt, which the company defines as Total Debt less unrestricted
cash and short-term investments, of about $11.6 billion, compared
to net debt of about $14.2 billion at the end of the second
quarter of 2006 and about $16.3 billion at end of 2005.

"We continue to make progress in strengthening our balance sheet,
which gives us greater flexibility and builds our foundation for
the future," said Thomas W. Horton, executive vice president of
finance and planning and chief financial officer of AMR.  "We
have more work ahead of us to reduce debt and improve our overall
cost structure, but we believe that we are on the right path to
position the company for long-term success."

                       About AMR Corporation

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger   
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service assigned a rating of Caa1 to the Chicago
O'Hare International Airport Special Facility Revenue Refunding
Bonds, Series 2007 (American Airlines Inc. Project).  Moody's
affirmed all ratings of AMR Corporation and its subsidiaries,
corporate family rating at B2, and the outlook remains stable.


ANDREW CORPORATION: Inks $2.6 Billion Buyout Deal with CommScope
----------------------------------------------------------------
CommScope, Inc. and Andrew Corporation on Wednesday entered into a
definitive agreement, unanimously approved by their respective
Boards of Directors, under which CommScope will acquire all of the
outstanding shares of Andrew for $15.00 per share, at least 90% in
cash, creating a global leader in infrastructure solutions for
communications networks.

The transaction, which is valued at approximately $2.6 billion, is
expected to be accretive to CommScope's cash earnings per share,
excluding special items, in the first full year after closing.  
The $15.00 per share purchase price represents a premium of
approximately 13% over Andrew's average closing share price for
the last 30 trading days, a 21% premium over Andrew's average
closing share price for the last 60 trading days, and a 16%
premium over the closing price of Andrew's common stock on
Tuesday, June 26, 2007.

           Key Strategic Benefits of the Transaction

The combined company will be a global leader in infrastructure
solutions for communications networks, including structured
cabling solutions for the business enterprise; broadband cable and
apparatus for cable television applications; and antenna and cable
products, base station subsystems, coverage and capacity systems,
and network solutions for wireless applications.  The combination
of the companies' respective operations is expected to result in
meaningful operating, cost and sales synergies, and other
important benefits to shareholders, customers and employees,
including:

    * Building upon complementary global product offerings that
      will provide customers with a broader array of
      infrastructure solutions for video, voice, data and
      mobility;

    * Expanding global distribution and manufacturing
      capabilities;

    * Enhancing growth opportunities by combining marquee brands,
      innovative technologies, and global service models;

    * Strengthening industry-leading R&D and intellectual property
      portfolio;

    * Affording scale in procurement, logistics and manufacturing
      in an increasingly competitive market;

    * Diversifying top-tier customer base; and

    * Providing greater opportunities for employees as part of a
      larger, more diversified global corporation.

Based on CommScope's and Andrew's results for fiscal year 2006, on
a pro forma basis, the combined companies would have had:


    * sales of approximately $3.8 billion comprised of
      approximately 35% in wireless antenna and cable products;


    * 29% in carrier and network solutions;

    * 21% in enterprise products; and

    * 15% in broadband/cable television solutions.

The combined companies' revenues on a geographic basis would have
been approximately:

    * 57% in North America;
    * 24% in Europe, the Middle East and Africa;
    * 12% in Asia/Pacific Rim; and
    * 7% in Latin America.

The combined company will have more than 2,200 global patents and
pending patent applications and approximately 16,000 employees
serving more than 130 countries.

"We are pleased to have reached this agreement with Andrew, which
we believe is extremely beneficial to the shareholders of both
companies," said Frank M. Drendel, Chairman and Chief Executive
Officer of CommScope.  "By combining CommScope and Andrew, we are
enhancing CommScope's position as a worldwide leader in 'last
mile' solutions.  Combining our innovative technologies, premier
brands and a top-tier customer base, we will expand our global
service model and create an enhanced offering of communications
infrastructure solutions that addresses a broader spectrum of
customer needs.  With the acquisition of Andrew, we are advancing
CommScope's stated global strategy and creating important cost
reduction and growth opportunities that we believe will drive
increased shareholder value."

Mr. Drendel continued, "We are also pleased to welcome Andrew's
talented and dedicated employees to the CommScope team.  We intend
to invest in the combined business for profitable growth, and the
employees of both companies will be important to our continued
success.  CommScope is a proven and successful integrator of
strategic transactions and we expect to begin realizing the
benefits of this combination immediately after the transaction
closes and enjoy them fully over the next few years."

"We believe that the combination of Andrew and CommScope creates a
strong company with long-term advantages for our customers and
employees," said Ralph Faison, President and Chief Executive
Officer of Andrew Corporation.  "Our two companies fit together
strategically with leading complementary product offerings and
geographical strengths.  This transaction provides our
shareholders with a significant cash premium and offers our global
employees an even more promising future as part of a larger and
more diversified company.  We are excited to unite the strengths
of Andrew and CommScope and further expand our range of services
to the benefit of our many customers around the world."

               Cost Savings and Revenue Synergies

Given CommScope's track record of successfully integrating
acquisitions, manufacturing discipline and commitment to
operational excellence, the combined company expects to generate
substantial annual pretax cost savings, excluding one-time
transition items, of approximately $90 million to $100 million in
the second full year after completion of the transaction, of which
approximately $50 million to $60 million are expected to be
achieved in the first full year after completion.  The cost
savings are expected to come from a combination of procurement
savings, rationalization of duplicate locations, streamlining
overhead and integration of infrastructure, and building upon best
practices in technology and manufacturing.  No assurance can be
given that these cost savings can be achieved in the amounts or
during the periods predicted.  Transition cash costs are expected
to total approximately $70 million to $80 million in the first two
years after completion.

CommScope has also identified potential revenue synergies,
including expected benefits from the combination of Andrew's
industry-leading in-building wireless products with CommScope's
global leadership in the Enterprise market.  In addition,
CommScope sees the potential to increase sales of its integrated
cabinet solutions through Andrew's leading global channel to
wireless carriers as well as opportunities to expand broadband
connectivity product offerings.

Following the close of the transaction, Andrew will become a
wholly-owned subsidiary of CommScope.  Frank Drendel will remain
Chairman and CEO of CommScope, and CommScope will retain its
global headquarters in Hickory, North Carolina.  The combined
company also plans to maintain its Chicago-area presence,
exemplified by building upon Andrew's state-of-the-art
manufacturing and office facility in Joliet, Illinois.

                 Terms, Financing and Capital Structure

Under the terms of the agreement, each share of Andrew common
stock will be converted into $15.00, comprised of $13.50 per share
in cash and an additional $1.50 per share in either cash,
CommScope common stock, or a combination of cash and CommScope
common stock totaling $1.50 per share, at CommScope's option.

If CommScope determines to pay the $1.50 portion of the purchase
price entirely in CommScope common stock, each share of Andrew
common stock would be converted into $13.50 in cash, plus a
fraction of a share of CommScope common stock equal to $1.50
divided by the volume weighted average of the closing sale price
of CommScope common stock over the ten consecutive trading days
ending two trading days prior to the closing date of the merger.

The total transaction value is approximately $2.6 billion, based
on Andrew's estimated 176 million shares outstanding on a fully
diluted basis, which includes shares associated with Andrew's
existing convertible notes.

CommScope expects to fund the cash portion of the purchase price
through a combination of new credit facilities and available cash
on hand.  CommScope has obtained customary fully underwritten debt
financing commitment letters from Bank of America and Wachovia
Bank, N.A., and their respective affiliates.

Following completion of the transaction, CommScope plans to reduce
leverage by continuing to grow its historically strong cash flow,
improving the combined company's operational performance, and by
identifying and selectively divesting non-core or underperforming
assets during the first year after completion.  CommScope expects
to grow its earnings per share through a combination of increased
top-line performance, operational improvements and debt reduction.

                    Approvals and Timing

The companies expect to close the transaction by the end of 2007,
subject to completion of customary closing conditions, including
effectiveness of a registration statement on Form S-4, approval by
Andrew's shareholders, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and any other applicable laws
or regulations.  The transaction is not conditioned on receipt of
financing by CommScope.

                          Advisors

Banc of America Securities LLC is acting as financial advisor to
CommScope and Duff & Phelps LLC provided a fairness opinion to
CommScope.

Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP
and Robinson, Bradshaw & Hinson, P.A. are acting as CommScope's
legal counsel.

Citi is acting as the primary financial advisor to Andrew, and
Merrill Lynch provided a fairness opinion.

Mayer, Brown, Rowe & Maw LLP is acting as Andrew's primary outside
legal counsel.

                         About CommScope

CommScope, Inc. -- http://www.commscope.com/-- (NYSE: CTV) leads  
in infrastructure solutions for communication networks.  Through
its SYSTIMAX(R) SolutionsTM and Uniprise(R) Solutions brands
CommScope is the global leader in structured cabling systems for
business enterprise applications.  The company also manufactures
coaxial cable for Hybrid Fiber Coaxial applications and one of the
leading North American providers of environmentally secure
cabinets for DSL and FTTN applications.  Backed by strong research
and development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless cabling
solutions.

                      About Andrew

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures  
and delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.


ANDREW CORP: $2.6BB CommScope Deal Cues S&P to Cut Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Andrew Corp. to 'BB-' from 'BB' and placed the rating on
CreditWatch with negative implications, following an announcement
that the company had agreed to be acquired by CommScope Inc. for
approximately $2.6 billion, of which at least 90% would be debt-
funded.
     
Andrew, based in Westchester, Illinois, will be acquired by
Hickory, North Carolina-based CommScope, in a transaction expected
to close by the end of the year, pending customary regulatory and
shareholder approval.  CommScope has obtained fully underwritten
financing commitment letters to fund the transaction.  CommScope
will assume Andrew's existing debt.
     
The combined company will be a major supplier of communications
infrastructure products including structured cabling solutions for
enterprises; broadband cable and apparatus for cable television
applications; and antenna and cable products, and base station
subsystems.  Anticipated synergies include manufacturing, sales
and distribution efficiencies, as well as a more diversified
revenue base.
     
The transaction would increase the combined company's pro forma
financial leverage to over 7x, although divestiture proceeds and
operating efficiencies could result in lower leverage over the
intermediate term.  "The 'BB-' rating reflects an anticipated best
case scenario, recognizing these potential benefits, but post-
transaction ratings could be lower, depending on an assessment of
those factors," said Standard & Poor's credit analyst Bruce Hyman.
     
CommScope had considered acquiring Andrew in August 2006, although
the price at the time was approximately $1.7 billion in cash, but
that agreement was rejected as inadequate, and the offer was
withdrawn.
     
Following closing, Andrew's corporate credit rating will be
withdrawn and its existing convertible subordinated notes will be
rated the same as CommScope's subordinated debt.


ARKANSAS CATFISH: Public Sale for Assets Scheduled on July 11
-------------------------------------------------------------
The Circuit Clerk of Chicot County, Arkansas will conduct a public
sale of Arkansas Catfish Growers LLC's assets on July 11, 2007,
2:00 p.m. CDT, at the Chicot County Courthouse, in Lake Village,
Arkansas.

Assets to be sold are Arkansas Catfish's:

    a) accounts, accounts receivable, inventory and deposit
       accounts;

    b) furniture, fixtures, and equipment located at
       the Lake Village, Arkansas facility; and

    c) real property in Lake Village, Chicot County,
       Arkansas.

The sale will be on a credit of 90 days with a 10% interest
per annum.

Successful purchaser/s will be required to give a bond equal to
the amount of the bid to secure the payment of the purchase price.

A lien will also be retained in favor of the Circuit Clerk of
Chicot County, Arkansas and the Arkansas Development Finance
Authority, on all property purchased to further secure the payment
of the purchase price.

For further information regarding the sale, contact:

   Allen W. Bird II, Esq.
   Suite 1000
   212 Center St.
   Little Rock, AR 72201-2441
   Tel: (501) 907-7436

Arkansas Catfish Growers LLC dba SeaCat is a limited liability
Corporation created and existing under the laws of the State of
Arkansas.


AURIGA LABS: L. Dreimann and T. Heck Appointed as Directors
-----------------------------------------------------------
Auriga Laboratories Inc. appointed Leonhard Dreimann and Thomas
Heck to become members of the board effective as of June 26, 2007.  

Mr. Dreimann served as chief executive officer of Salton Inc.
since its inception in August 1988 until earlier this year and was
a founder of the company.  He is currently a director at Salton.  
Mr. Dreimann served as deputy chairman of AMAP a public
electronics and housewares company until 2005.  He was managing
director and founder of Salton Australia Pty. Ltd., a distributor
of Salton brand kitchen appliances.  Mr. Dreimann is currently a
trustee of the Goodman Theatre, on the board of the Housewares
Charity Foundation and a director of BBB.  With a marketing degree
from Melbourne Univesity, Mr. Dreimann has over 35 years
experience in consumer goods sales and marketing, married with
three daughters and a son.  He and his family reside in Illinois.

Mr. Heck has over 14 years of specialty pharmaceutical experience
in a collection of start-up and growth companies.  He currently
serves as the vice president of business development at Victory
Pharma.  Prior to that he served as vice president of business
development at Cornerstone BioPharma Inc. where he engaged in
acquisition and licensing efforts for numerous products.  While at
Cornerstone, Mr. Heck also acted in the capacity of vice president
of sales and marketing where he significantly contributed to
building the company's commercial infrastructure and growing its
respiratory and pain franchises.  Prior to Cornerstone, he held
marketing roles of increasing responsibility at DJ Pharma and
Biovail Pharmaceuticals Inc., where he led multiple product
launches.  Prior to Biovail, Mr. Heck built a successful track
record in sales and sales management at Dura Pharmaceuticals.  Mr.
Heck earned a B.A. in Business Applied Professional Sciences from
the University of South Carolina.

As compensation for his service as a director, each new director
will be paid $2,500 per month and reimbursed for his expenses for
attending meetings of the board and committees of the board, both
in accordance with the company's established practices.

Each new director has entered into the company's standard
indemnification agreement for directors and officers of the
company.  The indemnification agreement provides, among other
things, that the company will indemnify the director, for defense
expenses, damages, judgments, fines and settlements incurred by
him in connection with actions or proceedings to which he may be a
party as a result of his position as a director of the company,
and otherwise to the full extent permitted under the company's
bylaws and state law.

In addition, the board approved the issuance to each new director
of a non-statutory stock option to purchase 150,000 shares of the
company's common stock with an exercise price of $1.10, the
closing price of the common stock of the company on the over-the-
counter bulletin board on June 22, 2007, the date the option was
granted to Mr. Dreimann and Mr. Heck.  The option vests are:

   (a) 25%of the option is exercisable on June 26, 2007; and

   (b) subject to Mr. Dreimann and Mr. Heck's continued service
       on the board, 1/24th of the total number of shares of
       common stock subject to the option will vest each  
       month that follows.

"Auriga is fortunate to have attracted two such accomplished
marketing executives at such a significant period in its
development," said Philip S. Pesin, chief executive officer of
Auriga.  "Leon has been highly successful in building profitable
consumer brands, including the George Foreman line of grills, one
of the most successful consumer products.  His experience and
success in this area should help us increase adoption of our
branded line of products. Tom also has an outstanding record of
sales and marketing of pharmaceutical products.  His counsel in
this area should help us as we build our product portfolio and
enter new markets."

                  Steve Glover Leaves Board Post

Steve Glover resigned from the Board of Directors of Auriga
Laboratories, Inc. effective as of June 22, 2007.  Mr. Glover was
serving on the Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee.  To the knowledge
of the Board and the executive officers of the company, Mr. Glover
did not resign because of a material disagreement with the company
on any matter relating to the Company's operations, policies or
practices.

                    About Auriga Laboratories

Based in Norcross, Ga., Auriga Laboratories Inc. (OTCBB: ARGA)
-- http://www.aurigalabs.com/-- is a pharmaceutical company    
capitalizing on high-revenue markets and opportunities in the
pharmaceutical industry through aggressive sales, integrated
marketing and advanced in-house drug development capabilities.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., raised substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company incurring significant operating and net losses and
being unable to meet its cash flow needs.


BALLY TOTAL: Commences Solicitation for Pre-Packaged Ch. 11 Plan
----------------------------------------------------------------
Bally Total Fitness on Wednesday commenced the formal process of
soliciting approvals for a prepackaged Chapter 11 plan of
reorganization from holders of the company's:

    * 10-1/2% Senior Notes due 2011 and
    * 9-7/8% Senior Subordinated Notes due 2007.

The voting agent must receive votes on the Plan no later than 4:00
p.m. ET on July 27, 2007, unless this deadline is extended.

The company plans to continue normal club operations during the
solicitation period and throughout the pendency of the anticipated
bankruptcy case.  If the company does not receive the necessary
votes during the solicitation period, it will need to evaluate
other options, including filing a traditional, non-prepackaged
Chapter 11 case.

The Plan sets out the terms of the reorganization contemplated in
the Restructuring Support Agreement previously announced on June
18, 2007.  Holders of 63% of the Senior Notes and more than 80% of
the Senior Subordinated Notes signed the RSA, which requires that
they vote in favor of the Plan following receipt of the
solicitation materials and subject to certain conditions.

Implementation of the Plan is conditioned upon, among other
things, receipt of signed consents from 66-2/3% in principal
amount and a majority in number of the holders of Senior Notes and
of the holders of Senior Subordinated Notes who vote on the Plan.

If the Company receives the requisite noteholder approvals, it
will proceed to implement the Plan by promptly filing a voluntary
prepackaged petition for reorganization under Chapter 11 of the
U.S. Bankruptcy Code as described in the solicitation materials.

The Company also announced that it has entered into a Backstop
Purchase Agreement with holders of more than 80% of the principal
amount of the Senior Subordinated Notes, in which those
noteholders have agreed to subscribe in the rights offering to be
made pursuant to the Plan for their pro rata share of $90 million
in principal amount of new senior subordinated notes and to
purchase their respective pro rata shares of any Rights Offering
Senior Subordinated Notes not subscribed for by other noteholders.

No offering of the Rights Offering Senior Subordinated Notes will
be made through the solicitation; any such offering will be made
only pursuant to the terms of the Plan, if approved by the
bankruptcy court.

Don R. Kornstein, Interim Chairman and Chief Restructuring
Officer, stated, "We are pleased that so many of our noteholders
have expressed support for the Plan and look forward to executing
it and emerging promptly from Chapter 11 protection. The
restructuring process laid out in the Plan will allow us to
maximize our resources and enhance our capital structure, better
enabling us to invest in our clubs to meet the needs of our
members and thereby facilitate operating performance
improvements."

Copies of the Plan and the Company's solicitation materials may be
accessed at http://www.kccllc.net/bally/

Noteholders seeking additional information about the balloting
process may contact Glen Linde of MacKenzie Partners, Inc., the
voting agent, at (212) 929-5500 (Call Collect) or (800) 322-2885
(Toll Free).

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT)(OTC BB: BFTH) -- http://www.ballyfitness.com/-- is a   
commercial operator of fitness centers in the U.S., with over 375
facilities located in 26 states, Mexico, Canada, Korea, China and
the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain holders
of over 80% in amount of its 9-7/8% Senior Subordinated Notes due
2007.  The company plans to implement the proposed restructuring
through a pre-packaged Chapter 11 bankruptcy filing of the parent
company, Bally Total Fitness Holding Corporation, and certain of
its subsidiaries.


BALLY TOTAL: Discloses Treatment of Claims Under Pre-Packaged Plan
------------------------------------------------------------------
Bally Total Fitness Holding Corp., and its affiliates, in
injunction with the commencement of the solicitation of approvals
for its pre-packaged chapter 11 plan of reorganization, filed with
the U.S. Securities and Exchange Commission its pre-packaged
chapter 11 plan and an accompanying disclosure statement
explaining that plan.

                        Treatment of Claims

Under the pre-packaged chapter 11 plan, the claims are expected a
100% recovery;

     * Administrative Claims, estimated at $24,704,600;
     * Priority Tax Claims, estimated at $17,904,440;
     * Non-Tax Priority Claims, estimated at $25,265,635;
     * Other Secured Claims, estimated at $15,040,312;
     * Unimpaired Unsecured Claims, estimated at $107,222,660; and
     * Lenders Claims, estimated at $262,400,000.

Holders of Senior Notes, with claims estimated at $235,000,000, on
the effective date, will receive the Prepetition Senior Notes
Indenture Amendment Fee and the New Senior Second Lien Notes,
which alter their contractual rights as set forth in the New
Senior Second Lien Notes Indenture.

Holders of Prepetition Senior Subordinated Notes, owed an
estimated $323,041,667, and Holders of Rejection Claims against
Bally Total will receive:

    (a) New Subordinated Notes with a principal amount equal to
        24.8% of the amount of such Allowed Claim,

    (b) New Junior Subordinated Notes with a principal amount
        equal to 21.7% of the amount of such Allowed Claim,

    (c) 0.00093 shares of New Common Stock per $1.00 of Allowed
        Claim and

    (d) Rights to purchase Rights Offering Senior Subordinated
        Notes with a principal amount equal to 27.9% of the amount
        of such Allowed Claim.

Holders of Rejection Claims against any of Bally's affiliates, at
the company's option, will receive either:

    (a) cash in an amount equal to the amount of the Claim,

    (b) other less favorable treatment to which the Holder and
        the Debtors agree or

    (c) quarterly installments over a 5 year period equal to the
        amount of the Claim plus interest at 12-3/8% per annum.

Holders of Subordinated Claims will receive nothing under the
plan.

On the Effective Date, the Old Equity Interests of Bally will be
canceled and the Holders will receive no distribution.

The Reorganized Debtors will retain the Interests they hold in
Affiliate Debtors.

A full-text copy of the Pre-Packaged Chapter 11 Plan and
Disclosure Statement may be viewed for free at:

               http://ResearchArchives.com/t/s?214a

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT)(OTC BB: BFTH) -- http://www.ballyfitness.com/-- is a   
commercial operator of fitness centers in the U.S., with over 375
facilities located in 26 states, Mexico, Canada, Korea, China and
the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain holders
of over 80% in amount of its 9-7/8% Senior Subordinated Notes due
2007.  The company plans to implement the proposed restructuring
through a pre-packaged Chapter 11 bankruptcy filing of the parent
company, Bally Total Fitness Holding Corporation, and certain of
its subsidiaries.


BEAR STEARNS: Fitch Rates $8.2 Million Class Q Certificates at B-
-----------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2007-PWR16,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as follows:

    -- $83,000,000 class A-1 'AAA';
    -- $681,000,000 class A-2 'AAA';
    -- $58,200,000 class A-3 'AAA';
    -- $130,700,000 class A-AB 'AAA';
    -- $954,361,000 class A-4 'AAA';
    -- $412,497,000 class A-1A 'AAA';
    -- $331,395,000 class A-M 'AAA';
    -- $273,400,000 class A-J 'AAA';
    -- $3,313,941,288 class X 'AAA';
    -- $33,139,000 class B 'AA+';
    -- $33,140,000 class C 'AA';
    -- $33,139,000 class D 'AA-';
    -- $20,712,000 class E 'A+';
    -- $24,855,000 class F 'A';
    -- $28,997,000 class G 'A-';
    -- $41,424,000 class H 'BBB+';
    -- $33,139,000 class J 'BBB';
    -- $33,140,000 class K 'BBB-';
    -- $16,569,000 class L 'BB+';
    -- $12,428,000 class M 'BB';
    -- $12,427,000 class N 'BB-';
    -- $8,285,000 class O 'B+';
    -- $8,285,000 class P 'B';
    -- $8,285,000 class Q 'B-'.

Class X are notional amounts and interest-only.  The $41,424,288
class S is not rated by Fitch.

Classes A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, and A-J are offered
publicly, while classes X, B, C, D, E, F, G, H, J, K, L, M, N, O,
P, Q, and S are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 261
fixed rate loans having an aggregate principal balance of
approximately $3,313,941,289, as of the cutoff date.


BIKE SPRING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Bike Spring, L.L.C.
        dba Bike Spring Bicycle Shop
        5542 Monterey Road, Unit 241
        San Jose, CA 95138

Bankruptcy Case No.: 07-51920

Type of business: The Debtor sells bicycles and supplies bicycle
                  parts.

Chapter 11 Petition Date: June 27, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Joan M. Chipser, Esq.
                  1 Green Hills Court
                  Millbrae, CA 94030
                  Tel: (650) 697-1564

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


BONNY WEISS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bonny Lynn Weiss
        aka Bonny Lynn Womack Weiss
        aka Lynn Weiss
        aka Lynn W. Weiss
        2320 Hillwood Drive West
        Mobile, AL 36605

Bankruptcy Case No.: 07-11627

Chapter 11 Petition Date: June 19, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: A. Richard Maples, Jr.
                  Maples & Fontenot, L.L.P.
                  P.O. Box 1281
                  Mobile, AL 36633-1281
                  Tel: (251) 432-2629
                  Fax: (251) 432-3629

Total Assets: $5,114,730

Total Debts:  $4,248,429

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Compass Bank                                        $1,197,728
P.O. Box 830927
Birmingham, AL 35283-0927

Helix Properties                                       $54,929
80 St. Michael Street,
Suite 305
Mobile, AL 36602

Compass Bank                                           $29,767
P.O. Box 830927
Birmingham, AL 35283

Mercedes Benz Financial     value of                   $27,831
                            collateral:
                            $25,000

Navigator Credit Union      value of                   $15,613
                            collateral:
                            $15,000

Internal Revenue Service                               $17,500

Lincoln Pharmacy                                       $10,000

Staples                                                 $6,201

Bank of America                                         $5,032

Alabama Dept. of Revenue                                $2,796
Legal Division

Adjustable Heating                                      $2,785

Prudential Cooper & Co.                                 $2,460

M.B.N.A. Corporate Card                                 $2,229

Winkler Electric                                        $1,839

Lifeline                                                $1,450

Heron Lakes Country Club                                $1,195

Assisted Living Association                               $816
of Alabama

Duke Animal Clinic                                        $670

Ecolab                                                    $640

Batchelor's Service                                       $594


C-BASS MORTGAGE: Moody's Rates Class B Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-RP1, and ratings ranging from Aa2 to Ba1
to the mezzanine and subordinate certificates in the deal.

The securitization is backed fixed-rate and adjustable-rate re-
performing mortgage loans acquired by Credit-Based Asset Servicing
and Securitization LLC.  The credit quality of this seasoned re-
performing mortgage pool is weaker than typical C-Bass newly
originated mortgage loans.  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses provided by subordination, excess spread,
overcollateralization.  The ratings will also benefit from an
interest rate swap agreement and an interest rate cap agreement.
Moody's expects collateral losses to range from 14.45% to 14.95%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton its top servicer quality rating both as a primary
servicer of subprime loans and as a special servicer.

The complete rating actions are:

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-RP1

-- Cl. A, Assigned Aaa
-- Cl. M-1, Assigned Aa2
-- Cl. M-2, Assigned A2
-- Cl. M-3, Assigned A3
-- Cl. M-4, Assigned Baa1
-- Cl. M-5, Assigned Baa2
-- Cl. M-6, Assigned Baa3
-- Cl. B, Assigned Ba1


CENTENNIAL COMMUNICATIONS: Fitch Affirms B- Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Centennial
Communications Corp. and its subsidiaries as:

Centennial Communications Corp.:

    -- Issuer default rating 'B-';
    -- Senior unsecured notes 'CCC/RR6'.

Centennial Cellular Operating Co.:

    -- Issuer default rating 'B-';
    -- Senior secured credit facility 'BB-/RR1';
    -- Senior unsecured notes 'B+/RR2';
    -- Senior subordinated notes 'CCC+/RR5'.

The Rating Outlook has been revised to Positive from Stable.  
Approximately $2 billion of debt securities are affected by these
actions.

The Positive Rating Outlook reflects the improved credit profile
of the company due to CYCL's operating performance improvements in
the U.S. and Puerto Rico and its recent debt reduction efforts.
Fitch expects CYCL will continue to improve financial performance
during fiscal 2008, which should result in positive organic
revenue growth, higher margins, greater free cash flow and lower
leverage.  Leverage at the end of the third fiscal quarter 2007
decreased to 5.7 times, proforma for the $80 million redemption of
senior subordinated notes.

The ratings at Centennial incorporate the high leverage and
smaller scale as a regional wireless operator in an exceedingly
competitive operating environment.  Fitch also believes a higher
level of uncertainty and event risk is present with universal
service funding reform, particularly wireless companies receiving
competitive eligible telecommunications carrier disbursements.  
For CYCL, high-cost support through USF funding has risen since
fiscal 2004 when CYCL collected $15 million, to fiscal 2006, when
CYCL received approximately $41 million.  If the FCC were to
implement a proposed cap affecting wireless disbursements, Fitch
believes CYCL could reduce the capital investment in USF related
sites to at least offset a significant portion of the decrease.

CYCL's liquidity is adequate based on its cash position, undrawn
revolver availability and lack of near-term maturities.  Cash at
the end of the third quarter of FY2007 was $84 million.  CYCL's
senior secured credit facility consists of a seven-year term loan
that matures in 2011 with $550 million outstanding, with no annual
amortization payments.  The senior secured credit facility also
includes a six-year $150 million revolving facility that matures
in 2010 that is undrawn.  CYCL has minimal near-term maturities
with $45 million of senior subordinated notes maturing in December
2008.  Based on the past subordinated note redemptions of $100
million in fiscal 2007, Fitch expects CYCL to redeem the remaining
$45 million over the near-term.  CYCL is limited by a restricted
payments basket associated with its 10.125% notes, which had
approximately $65 million of availability at the end of the third
fiscal quarter, proforma for the latest note redemption.


CHASE COMMERCIAL: S&P Affirms B- Rating on Class I Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 10
classes of commercial mortgage pass-through certificates from
Chase Commercial Mortgage Securities Corp.'s series 2000-1.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  The
ratings are constrained by concerns regarding several assets that
are either with the special servicer or on the master servicer's
watchlist.
     
As of the June 15, 2007, remittance report, the trust collateral
consisted of 79 mortgage loans and one real estate owned asset
with an outstanding principal balance of $463.4 million, down from
91 loans with a balance of $697.1 million at issuance.  The master
servicer, Wachovia Bank N.A., reported primarily year-end 2006
financial information for 97% of the pool, which excludes
$100.2 million (22%) of the pool for which the collateral has been
defeased.  Based on this information, Standard & Poor's calculated
a weighted average debt service coverage of 1.31x, compared with
1.29x at issuance.  Four assets ($29.2 million, 6%; two are among
the top 10 real estate exposures) are with the special servicer,
LNR Partners Inc., while the aforementioned REO asset ($10.3
million, 2%) is the only delinquent asset in the pool.  To date,
the trust has experienced eight losses totaling $20.3 million
(3%).
     
The top 10 real estate exposures have an aggregate outstanding
balance of $169.6 million (37%).  Year-end 2006 financial
information was not available for two of the top 10 real estate
exposures as the assets are with the special servicer.  Based on
this information, Standard & Poor's calculated a weighted average
DSC of 1.28x, the same as at issuance.  In addition to the two top
10 real estate exposures with the special servicer, six other top
10 real estate exposures are on the master servicer's watchlist.   
Excluding these two real estate exposures with the special
servicer, Standard & Poor's reviewed the property inspection
reports provided by Wachovia for the assets underlying the
remaining top eight exposures, and all of the properties were
reported to be in "good" condition.
     
One REO asset ($10.3 million, 2%) and three loans that are current
($18.9 million, 4%) are with the special servicer, LNR. Details
are as follows:

     -- The seventh-largest real estate exposure in the pool,
        Meadows of Catalpa, is the largest asset with the special
        servicer.  The loan was secured by a 323-unit multifamily
        apartment complex in Dayton, Ohio, which currently has a
        related total exposure of $11.1 million.  It was
        transferred to LNR in April 2005 due to payment default
        and became REO in January 2007.  LNR is pursuing a value-
        add disposition strategy, which includes curing deferred
        maintenance items such as repairing the deck, retaining
        walls, and foundation and replacing soft goods, as well
        as, upgrading the community center and exterior siding of
        the buildings.  Upon completing $1.5 million in capital
        improvements, LNR plans to lease up and market the
        property for sale.  The property is currently 68%
        occupied.  

     -- Corona Towne Center, the eighth-largest real estate
        exposure ($9.8 million, 2%), is secured by a 139,000-sq.-
        ft. anchored retail center in Corona, California.  It was
        transferred to LNR in February 2005 after the borrower
        terminated Albertsons' lease without the lender's
        approval.  The borrower has not provided recent financial
        information for the property but has re-leased the space
        to Cardenas Markets.  The loan is current and LNR is
        monitoring the loan before returning it to the master
        servicer.

     -- Three cross-collateralized, cross-defaulted loans, all of
        which are current, totaling $6.1 million (1%) were
        transferred to the special servicer in October 2005
        because the three properties securing the loans sustained
        significant damage during Hurricane Katrina.  The loans
        are secured by three office buildings--FGS, Favrot and
        Shane, and Bankers Trust Buildings--totaling 117,700 sq.
        ft. in Kenner and Metairie, Louisiana.  The borrower has
        completed repairs to the properties and the special
        servicer plans to return the loans to the master servicer
        this month.  The combined occupancy and DSC were 90% and
        1.08x, respectively, as of May 2007.

     -- Campus Medical Arts Building ($3 million, 1%) is secured
        by a 59,100-sq.-ft. office building in Westlake, Ohio.  
        The loan was transferred to LNR in August 2006 due to a
        payment default that resulted from a dispute over the
        ground lease calculation.  The borrower has subsequently
        brought the loan current after paying all the outstanding
        past due amounts through May 2007.  The borrower has not
        provided recent financial information for the property.   
        LNR will continue to monitor the loan.  
     
        The master servicer's watchlist includes 18 loans totaling
        $147.4 million (32%). Six of the top 10 real estate
        exposures ($103.1 million, 22%) constitute approximately
        70% of the watchlist.  Details are as follows:

     -- One of the two cross-collateralized, cross-defaulted loans
        that make up the largest exposure ($42.6 million, 9%) is
        on the watchlist because of upcoming lease expirations
        during 2007 at three of the four properties.  The Orange
        County Industrial/Office Portfolio IV loan ($19.6 million,
        4%) is secured by two office buildings totaling 75,600 sq.
        ft. in Newport Beach, California, and two industrial
        warehouse/office buildings totaling 137,300 sq. ft. in
        Costa Mesa and Laguna Hills, California.  The borrower has
        not provided any leasing updates.  Reported combined DSC
        was 1.40x as of December 2006 and occupancy was 98% as of
        April 2007.

     -- 40 Worth Street, the second-largest real estate exposure
        ($37.5 million, 8%), is secured by a 560,400-sq.-ft.
        office building in downtown Manhattan, N.Y.  The loan was
        placed on the watchlist because the City of New York's
        lease (37% of the gross leasable area) expires this month.  
        The borrower is negotiating a new lease.  Occupancy was
        99% as of February 2007 and DSC was 1.13x as of December
        2006.

     -- The 98,000-sq.-ft. Media Works office building in Marina
        Del Ray, California, secures the third-largest exposure in
        the pool ($15.5 million, 3%).  The loan appears on the
        watchlist because two of the largest tenants occupying
        42% of the building vacated the premises after their
        leases expired in early 2007.  The current occupancy is
        58% and the borrower is actively marketing the vacant
        space.  DSC was 1.20x as of December 2006.

     -- AEC II - Bradford at Easton Apartments, the fourth-largest
        exposure ($13.1 million, 3%), is secured by a 324-unit
        multifamily apartment complex in Columbus, Ohio.  The loan
        is on the watchlist because the property reported a low
        DSC due to high advertising expenses.  DSC and occupancy
        were 1.05x and 95%, respectively, as of December 2006.

     -- Embassy Suites St. Louis Airport, a 159-room hotel in
        Bridgeton, Mo., secures the ninth-largest exposure
        ($9.0 million, 2%) that is on the watchlist due to a low
        DSC of 0.75x as of March 2007.  The borrower stated that
        the property's performance is seasonal and should improve
        during the busier period of May through October.  
        Occupancy was 68% as of February 2007.  

     -- 696 Pennsylvania Avenue, a 48-unit multifamily apartment
        complex in San Francisco, California, secures the 10th-
        largest exposure in the pool ($8.4 million, 2%).  The loan
        is on the watchlist due to a low DSC.  As of year-end
        2006, DSC was 1.10x due to lower rental rates and higher
        operating expenses.

        Occupancy was 100% as of January 2007.

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
those on the watchlist, and those otherwise considered credit
impaired.  The resultant credit enhancement levels adequately
support the affirmed ratings.

                         Ratings Affirmed
    
           Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2000-1

              Class    Rating    Credit enhancement
              -----    ------     ----------------
              A-2      AAA            35.49%
              B        AAA            27.59%
              C        AAA            20.44%
              D        AA+            18.19%
              E        A              12.92%
              F        BBB+           10.66%
              G        BB              5.40%
              H        B+              4.27%
              I        B-              2.95%
              X        AAA              N/A

                     N/A - Not applicable.


CKE RESTAURANTS: Incurs $15.4 Million Loss in Quarter Ended May 21
------------------------------------------------------------------
CKE Restaurants Inc. reported net income of $15.4 million,
versus $16.2 million for the 16 weeks ended May 21, 2007.  The
company's consolidated revenue for the current year quarter was
$481.8 million, a 1.6% increase from consolidated revenue of
$474 million for the prior year quarter.

                    First Quarter Highlights
       
     -- Same-store sales for the first fiscal quarter of fiscal
        2008 were flat at Carl's Jr.(R) and increased 1.8% at
        Hardee's(R) company-operated restaurants.

     -- Restaurant operating costs at Carl's Jr. company-operated
        restaurants increased 240 basis points, compared to the
        prior year quarter, to 77.5% of company-operated revenue.  
        The increase was primarily due to higher rent and
        depreciation expenses primarily related to relocation and
        system implementation costs at our distribution center.

     -- Restaurant operating costs at Hardee's company-operated
        restaurants were flat compared to the prior year quarter,
        at 82% of company-operated revenue.  Reduced labor expense
        as a percent of company-operated revenue was offset by
        higher food and occupancy expense.

     -- Average unit volumes for the trailing thirteen periods
        increased to $1,461,000 and $923,000 at company-operated
        Carl's Jr. and Hardee's restaurants, respectively.

     -- The company returned about $86 million to its stockholders
        during the quarter through share repurchases and quarterly
        cash dividends, including the repurchase of 4,380,020
        shares of common stock during the quarter at a total cost
        of $83.3 million and cash dividends paid of $2.7 million.

                       Executive Commentary

Andrew F. Puzder, president and chief executive officer, said,
"Net income for the first quarter of fiscal 2008 was $15.4
million, or $0.23 per diluted share as compared to net income of
$16.2 million or $0.23 per diluted share in the prior year
quarter.  However, this year's income before income taxes and
discontinued operations was reduced by $1.3 million due to
increased share-based compensation expense (a non-cash expense)
as well as an additional $1.3 million due to costs and startup
inefficiencies associated with the recently completed relocation
of the Carl's Jr. food distribution center and the simultaneous
installation of a new overall distribution management system.
These distribution center costs and startup inefficiencies
negatively impacted food costs and franchise operating expenses
at Carl's Jr."

"Nonetheless, during the quarter, we returned approximately
$86 million to our shareholders through share repurchases and
quarterly cash dividends. We increased our share repurchase
authorization by $50 million and announced a 50% increase in our
quarterly cash dividend, to six cents per share.  We also amended
our credit facility to reduce our interest rate on borrowings and
to increase our borrowing capacity.  Further, we announced our
plans to refranchise approximately 200 company-operated Hardee's
restaurants in a number of markets across the Midwest and
Southeast.  All of these items reflect our confidence in the
strength of our financial position as well as our continuing
efforts to further enhance our financial strength and stability."

"Subsequent to the end of the quarter, we announced our plans to
sell La Salsa Fresh Mexican Grill(R).  This transaction will allow
us to direct our resources and focus on growing our burger brands
as well as expanding our dual-branded Mexican concepts.  We expect
to close on the sale of La Salsa during the second quarter of
fiscal 2008."

As of the end of its fiscal 2008 first quarter, CKE Restaurants,
through its subsidiaries, had a total of 3,022 franchised,
licensed or company-operated restaurants in 43 states and in
13 countries, including 1,101 Carl's Jr. restaurants and 1,905
Hardee's restaurants.

                      About CKE Restaurants

Headquartered in Carpinteria, California, CKE Restaurants Inc.
(NYSE: CKR) -- http://www.ckr.com/-- operates some of the most       
popular U.S. regional brands in quick-service and fast-casual
dining, including the Carl's Jr.(R), Hardee's(R), La Salsa Fresh
Mexican Grill(R) and Green Burrito(R) restaurant brands.  As of
the end of its fiscal fourth quarter on Jan. 29, 2007, the
company, through its subsidiaries, had a total of 3,105 franchised
or company-operated restaurants in 43 states and in 13 countries,
including 1,087 Carl's Jr. restaurants, 1,906 Hardee's restaurants
and 96 La Salsa Fresh Mexican Grill restaurants.

                        *     *     *

As reported in the Troubled Company Reporter on March 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on CKE Restaurants.  The outlook is stable.


CMALT: Fitch Rates $3.397 Million Class B-5 Certificates at B
-------------------------------------------------------------
Fitch rates CMALT (CitiMortgage Alternative Loan Trust), series
2007-A6 REMIC pass-through certificates as:

    -- $920,250,676 classes IA-1 through IA-22, IA-IO, IIA-1,
       IIA-IO and A-PO certificates (senior certificates) 'AAA';

    -- $25,238,000 class B-1 'AA';

    -- $8,252,000 class B-2 'A';

    -- $6,309,000 class B-3 'BBB';

    -- $4,369,000 class B-4 'BB';

    -- $3,397,000 class B-5 'B'.

The $2,912,939 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.20%
subordination provided by the 2.60% class B-1, the 0.85% class B-
2, the 0.65% class B-3, the 0.45% privately offered class B-4, the
0.35% privately offered class B-5, and the 0.30% privately offered
class B-6.  In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

As of the cut-off date, June 1, 2007, the mortgage pool consists
of 2,898 conventional, fully amortizing, 10- to 30-year fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
approximately $970,728,616, located primarily in California
(35.95%), Florida (8.92%) and New York (8.90%).  The weighted
average current loan to value ratio of the mortgage loans is
72.33%.  Approximately 73.71% of the loans were originated under a
reduced documentation program.  Condo and co-op properties account
for 11.46% of the total pool.  Cash-out refinance loans and
investor properties represent 37.42% and 8.76% of the pool,
respectively.  The average balance of the mortgage loans in the
pool is approximately $334,965.  The weighted average coupon of
the loans is 6.540% and the weighted average remaining term is 354
months.


COMMSCOPE INC: Inks Pact to Buy Andrew Corp. for $2.6 Billion
-------------------------------------------------------------
CommScope, Inc. and Andrew Corporation on Wednesday entered into a
definitive agreement, unanimously approved by their respective
Boards of Directors, under which CommScope will acquire all of the
outstanding shares of Andrew for $15.00 per share, at least 90% in
cash, creating a global leader in infrastructure solutions for
communications networks.

The transaction, which is valued at approximately $2.6 billion, is
expected to be accretive to CommScope's cash earnings per share,
excluding special items, in the first full year after closing.  
The $15.00 per share purchase price represents a premium of
approximately 13% over Andrew's average closing share price for
the last 30 trading days, a 21% premium over Andrew's average
closing share price for the last 60 trading days, and a 16%
premium over the closing price of Andrew's common stock on
Tuesday, June 26, 2007.

           Key Strategic Benefits of the Transaction

The combined company will be a global leader in infrastructure
solutions for communications networks, including structured
cabling solutions for the business enterprise; broadband cable and
apparatus for cable television applications; and antenna and cable
products, base station subsystems, coverage and capacity systems,
and network solutions for wireless applications.  The combination
of the companies' respective operations is expected to result in
meaningful operating, cost and sales synergies, and other
important benefits to shareholders, customers and employees,
including:

    * Building upon complementary global product offerings that
      will provide customers with a broader array of
      infrastructure solutions for video, voice, data and
      mobility;

    * Expanding global distribution and manufacturing
      capabilities;

    * Enhancing growth opportunities by combining marquee brands,
      innovative technologies, and global service models;

    * Strengthening industry-leading R&D and intellectual property
      portfolio;

    * Affording scale in procurement, logistics and manufacturing
      in an increasingly competitive market;

    * Diversifying top-tier customer base; and

    * Providing greater opportunities for employees as part of a
      larger, more diversified global corporation.

Based on CommScope's and Andrew's results for fiscal year 2006, on
a pro forma basis, the combined companies would have had:


    * sales of approximately $3.8 billion comprised of
      approximately 35% in wireless antenna and cable products;


    * 29% in carrier and network solutions;

    * 21% in enterprise products; and

    * 15% in broadband/cable television solutions.

The combined companies' revenues on a geographic basis would have
been approximately:

    * 57% in North America;
    * 24% in Europe, the Middle East and Africa;
    * 12% in Asia/Pacific Rim; and
    * 7% in Latin America.

The combined company will have more than 2,200 global patents and
pending patent applications and approximately 16,000 employees
serving more than 130 countries.

"We are pleased to have reached this agreement with Andrew, which
we believe is extremely beneficial to the shareholders of both
companies," said Frank M. Drendel, Chairman and Chief Executive
Officer of CommScope.  "By combining CommScope and Andrew, we are
enhancing CommScope's position as a worldwide leader in 'last
mile' solutions.  Combining our innovative technologies, premier
brands and a top-tier customer base, we will expand our global
service model and create an enhanced offering of communications
infrastructure solutions that addresses a broader spectrum of
customer needs.  With the acquisition of Andrew, we are advancing
CommScope's stated global strategy and creating important cost
reduction and growth opportunities that we believe will drive
increased shareholder value."

Mr. Drendel continued, "We are also pleased to welcome Andrew's
talented and dedicated employees to the CommScope team.  We intend
to invest in the combined business for profitable growth, and the
employees of both companies will be important to our continued
success.  CommScope is a proven and successful integrator of
strategic transactions and we expect to begin realizing the
benefits of this combination immediately after the transaction
closes and enjoy them fully over the next few years."

"We believe that the combination of Andrew and CommScope creates a
strong company with long-term advantages for our customers and
employees," said Ralph Faison, President and Chief Executive
Officer of Andrew Corporation.  "Our two companies fit together
strategically with leading complementary product offerings and
geographical strengths.  This transaction provides our
shareholders with a significant cash premium and offers our global
employees an even more promising future as part of a larger and
more diversified company.  We are excited to unite the strengths
of Andrew and CommScope and further expand our range of services
to the benefit of our many customers around the world."

               Cost Savings and Revenue Synergies

Given CommScope's track record of successfully integrating
acquisitions, manufacturing discipline and commitment to
operational excellence, the combined company expects to generate
substantial annual pretax cost savings, excluding one-time
transition items, of approximately $90 million to $100 million in
the second full year after completion of the transaction, of which
approximately $50 million to $60 million are expected to be
achieved in the first full year after completion.  The cost
savings are expected to come from a combination of procurement
savings, rationalization of duplicate locations, streamlining
overhead and integration of infrastructure, and building upon best
practices in technology and manufacturing.  No assurance can be
given that these cost savings can be achieved in the amounts or
during the periods predicted.  Transition cash costs are expected
to total approximately $70 million to $80 million in the first two
years after completion.

CommScope has also identified potential revenue synergies,
including expected benefits from the combination of Andrew's
industry-leading in-building wireless products with CommScope's
global leadership in the Enterprise market.  In addition,
CommScope sees the potential to increase sales of its integrated
cabinet solutions through Andrew's leading global channel to
wireless carriers as well as opportunities to expand broadband
connectivity product offerings.

Following the close of the transaction, Andrew will become a
wholly-owned subsidiary of CommScope.  Frank Drendel will remain
Chairman and CEO of CommScope, and CommScope will retain its
global headquarters in Hickory, North Carolina.  The combined
company also plans to maintain its Chicago-area presence,
exemplified by building upon Andrew's state-of-the-art
manufacturing and office facility in Joliet, Illinois.

                 Terms, Financing and Capital Structure

Under the terms of the agreement, each share of Andrew common
stock will be converted into $15.00, comprised of $13.50 per share
in cash and an additional $1.50 per share in either cash,
CommScope common stock, or a combination of cash and CommScope
common stock totaling $1.50 per share, at CommScope's option.

If CommScope determines to pay the $1.50 portion of the purchase
price entirely in CommScope common stock, each share of Andrew
common stock would be converted into $13.50 in cash, plus a
fraction of a share of CommScope common stock equal to $1.50
divided by the volume weighted average of the closing sale price
of CommScope common stock over the ten consecutive trading days
ending two trading days prior to the closing date of the merger.

The total transaction value is approximately $2.6 billion, based
on Andrew's estimated 176 million shares outstanding on a fully
diluted basis, which includes shares associated with Andrew's
existing convertible notes.

CommScope expects to fund the cash portion of the purchase price
through a combination of new credit facilities and available cash
on hand.  CommScope has obtained customary fully underwritten debt
financing commitment letters from Bank of America and Wachovia
Bank, N.A., and their respective affiliates.

Following completion of the transaction, CommScope plans to reduce
leverage by continuing to grow its historically strong cash flow,
improving the combined company's operational performance, and by
identifying and selectively divesting non-core or underperforming
assets during the first year after completion.  CommScope expects
to grow its earnings per share through a combination of increased
top-line performance, operational improvements and debt reduction.

                    Approvals and Timing

The companies expect to close the transaction by the end of 2007,
subject to completion of customary closing conditions, including
effectiveness of a registration statement on Form S-4, approval by
Andrew's shareholders, clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and any other applicable laws
or regulations.  The transaction is not conditioned on receipt of
financing by CommScope.

                          Advisors

Banc of America Securities LLC is acting as financial advisor to
CommScope and Duff & Phelps LLC provided a fairness opinion to
CommScope.

Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP
and Robinson, Bradshaw & Hinson, P.A. are acting as CommScope's
legal counsel.

Citi is acting as the primary financial advisor to Andrew, and
Merrill Lynch provided a fairness opinion.

Mayer, Brown, Rowe & Maw LLP is acting as Andrew's primary outside
legal counsel.

                         About CommScope

CommScope, Inc. -- http://www.commscope.com/-- (NYSE: CTV) leads  
in infrastructure solutions for communication networks.  Through
its SYSTIMAX(R) SolutionsTM and Uniprise(R) Solutions brands
CommScope is the global leader in structured cabling systems for
business enterprise applications.  The company also manufactures
coaxial cable for Hybrid Fiber Coaxial applications and one of the
leading North American providers of environmentally secure
cabinets for DSL and FTTN applications.  Backed by strong research
and development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless cabling
solutions.

                      About Andrew

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures  
and delivers innovative and essential equipment and solutions for
the global communications infrastructure market.  The company
serves operators and original equipment manufacturers from
facilities in 35 countries.


COMMSCOPE INC: Moody's Reviews Ratings after Announced Acquisition
------------------------------------------------------------------
Moody's Investors Service placed CommScope Inc.'s ratings under
review for downgrade after their announced intent to acquire
Andrew Corp for $2.6 billion.  Although CommScope's Ba2 corporate
family rating could accommodate some level of debt financed
acquisitions, the size of the Andrew acquisition is substantial
and could potentially increase leverage well above 4x which could
result in a downgrade.  Moody's notes the details of the capital
structure and synergies have not been disclosed at this time.  
Both companies have leading market positions in their particular
industries and the combination offers numerous opportunities for
cost savings and sharing of facilities.  The Andrew acquisition
has been approved by both company's boards but is still
conditioned on Andrew shareholder and regulatory approval.

Moody's review of CommScope will assess (1) the challenges of
integrating Andrew, a company that is roughly equal to CommScope's
size in terms of revenue and EBITDA, (2) proposed synergies, plant
consolidation plans and potential asset sales (3) proposed capital
structure and (4) cash flow generating prospects. The ratings
could be confirmed at their current level depending on the outcome
of the review.

Ratings under review for downgrade include:

-- Corporate Family Rating -- Ba2
-- $250 million Convertible Senior Subordinated Debentures due
2024 - Ba3

Moody's notes that the existing CommScope convertible debt
conversion price is significantly below the current market price
of the stock.  To the extent the debt is converted, the instrument
ratings will be withdrawn.

Headquartered in Hickory, North Carolina, CommScope is a provider
of cable and connectivity solutions for enterprise, cable, and
telecom industries.


COMMSCOPE INC: Andrew Corp. Buy Prompts S&P's Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CommScope Inc. to 'BB-' from 'BB' and placed the ratings
on CreditWatch with negative implications.  The action reflects
Hickory, North Carolina-based CommScope's definitive agreement to
acquire Westchester, Illinois-based Andrew Corp. for approximately
$2.6 billion, of which at least 90% would be in cash.  The
transaction is expected to close by the end of the year, pending
regulatory and shareholder approvals.  CommScope will assume
Andrew's existing debt.
      
"The combined company will be a major supplier of communications
infrastructure products including structured cabling solutions for
enterprises; broadband cable and apparatus for cable television
applications; and antenna and cable products, and base station
subsystems," said Standard & Poor's credit analyst Stephanie Crane
Mergenthaler.  In addition to a more diversified revenue base,
anticipated synergies include manufacturing, sales and
distribution efficiencies.
     
Still, the transaction would increase the combined company's pro
forma financial leverage to over 7x.  Proceeds from selective
divestitures and realization of anticipated synergies could result
in lower leverage over the intermediate term.  The 'BB-' corporate
credit rating reflects an anticipated best-case scenario,
recognizing these potential benefits, but post-transaction ratings
could be lower, depending on an assessment of those factors.  
     
CommScope had considered acquiring Andrew in August 2006, although
the price at the time was approximately $1.7 billion in cash, but
that agreement was rejected as inadequate, and the offer was
withdrawn.
     
S&P will review the synergies anticipated in the acquisition, as
well as the ability of the combined companies to reduce leverage
through operating cash flows and selective divestitures, to
resolve the CreditWatch.


CRESCENT REAL: Shareholders to Vote on Deal at August 1 Meeting
---------------------------------------------------------------
Crescent Real Estate Equities Company will hold a special meeting
of shareholders at 10:00 a.m., Central Daylight Saving Time, on
Aug. 1, 2007, at the Hotel Crescent Court, 400 Crescent Court in  
Dallas, Texas.

At a special meeting, the company's shareholders of record as of
the close of trading on June 22, 2007, will be eligible to vote on
the proposed acquisition of Crescent by Morgan Stanley Real Estate
for $22.80 per share in cash.

Crescent has filed definitive proxy materials with the Securities
and Exchange Commission related to the proposed transaction.

The company's trust managers, executive officers and other members
of management and employees may be deemed to be participants in
the solicitation of proxies from the shareholders of the company
in favor of the proposed transaction.

                       Morgan Stanley Deal

As reported in the Troubled Company Reporter on May 25, 2007, the
company entered into a definitive agreement in which funds managed
by Morgan Stanley Real Estate will acquire Crescent in an all cash
transaction for $22.80 per share, and the assumption of
liabilities for total consideration of approximately $6.5 billion.

The transaction has been unanimously approved by the company's
Board of Trust Managers, which will recommend that the common
shareholders approve the transaction.  Mr. Richard E. Rainwater
has entered into a voting agreement whereby he has agreed to vote
in favor of the transaction.

Completion of the transaction, which is expected to occur by the
end of the third quarter of 2007, is subject to approval by the
company's common shareholders, as well as to certain other
customary closing conditions.  The exact timing of the closing of
the transaction is dependent on the review and clearance of
necessary filings with the Securities and Exchange Commission and
other governmental authorities.

Greenhill & Co., LLC acted as the financial advisor to Crescent,
while Pillsbury Winthrop Shaw Pittman LLP provided legal advice.

Morgan Stanley acted as financial advisor to Morgan Stanley Real
Estate with Goodwin Procter LLP and Jones Day acting as legal
counsel.

                        About Crescent Real

Headquartered in Fort Worth, Texas, Crescent Real Estate Equities
Company (NYSE: CEI) -- http://www.crescent.com/-- is a real   
estate investment trust.  Through its subsidiaries and joint
ventures, Crescent owns and manages a portfolio of 68 premier
office buildings totaling 27 million square feet located in select
markets across the United States with major concentrations in
Dallas, Houston, Denver, Miami, and Las Vegas.  Crescent also
holds investments in resort residential developments in locations
such as Scottsdale, Arizona, Vail Valley, Colorado, and Lake
Tahoe, California; and in the wellness lifestyle leader, Canyon
Ranch(R).

                          *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services placed its ratings on Crescent
Real Estate Equities Co. and Crescent Real Estate Equities L.P. on
CreditWatch with negative implications.  These ratings were placed
on Creditwatch: corporate credit from BB- (Stable) to BB- (Watch
Negative); senior unsecured from B to B (Watch Negative); and
preferred stock from B- to B- (Watch Negative).


DAIMLERCHRYSLER: Executive Says Russia a Key Market for Chrysler
----------------------------------------------------------------
DaimlerChrysler AG's Chrysler Group, which the company recently
sold to Cerberus Capital Management LP, plans to strengthen its
presence in Russian car sales and production, a top Chrysler
executive told Automotive News Europe in an interview, Reuters
notes.

"If you look at our worldwide presence, then Russia is a key
market for us," said Michael Manley, Chrysler's executive vice
president of international sales and marketing.

Chrysler is currently exploring possible partnerships with Russian
companies, the report said.  Mr. Manley projects Chrysler's
international sales could double to 400,000 vehicles by 2012.  The
U.S. automaker said it doubled its Russian car sales to 4,021 in
2006 compared with 2005 and had seen early 2007 sales up by 93%
year-on-year.

                      About DaimlerChrysler

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

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

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

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

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


DAIMLERCHRYSLER AG: MAN and Freightliner Settle ERF Case
--------------------------------------------------------
MAN AG has reached an agreement with DaimlerChrysler AG's
Freightliner division, in the litigation with the group in USA and
Canada, that settles MAN's claims for damages in connection with
the financial fraud committed at ERF, a British truck maker taken
over by MAN.  The settlement provides that Freightliner shortly
pay an indemnity of GBP250 million (EUR370 million) to MAN.

Back in 2000, MAN had taken over ERF from Canada's Western Star, a
company shortly afterwards acquired by Freightliner.  After the
ERF acquisition, it emerged that ERF's financial statements and
thus its value had been severely and fraudulently manipulated and
misrepresented.

In 2002, MAN sued Freightliner as Western Star's legal successor
for damages of around GBP300 million.  While MAN had been
successful in the actions brought before British and US courts,
time-consuming and costly actions before higher-instance courts in
Britain and the US nonetheless awaited MAN, and these are now
avoided by the settlement.

                          About MAN AG

Based in Munich, Germany, the MAN Group -- http://www.man.de/--  
is one of Europe's leading manufacturers of commercial vehicles,
engines and mechanical engineering equipment with annual sales of
approximately EUR13 billion and circa 50,000 employees worldwide.  
MAN supplies trucks, buses, diesel engines, turbomachinery, as
well as industrial services and holds leading market positions in
all its business areas.

                      About DaimlerChrysler

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

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

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

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

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


DANKA BUSINESS: March 31 Balance Sheet Upside-Down by $316.4 Mil.
-----------------------------------------------------------------
Danka Business Systems PLC reported that as of March 31, 2007,
it had total assets of $417.1 million, total liabilities of
$389 million, and 6.5% senior convertible participating shares of
$344.5 million, resulting in a total shareholders' deficit of
$316.4 million.

The company held restricted cash at March 31, 2007, of
$169 million, of which $5 million is classified as long-term,
primarily related to the restrictions placed on the proceeds
from the sale of the company's European operations.

                          Full Year 2007

The company had narrowed its net loss to $29.2 million for
the fiscal year ended March 21, 2007, compared to a loss of
$85.2 million in fiscal 2006.  Revenues were $450.2 million in
2007, versus $522.4 million a year ago.

As previously reported, on Jan. 31, 2007, the company completed
the sale of its European operations to Ricoh Europe B.V.  For the
fiscal year and fourth quarter ending March 31, 2007, European
operations are included in the results from discontinued
operations.

On June 25, 2007, the company completed a new financing
arrangement for $145 million in term and revolver debt that,
together with the proceeds from the sale to Ricoh of the European
operations, will be used to repay existing debt and enhance
working capital.

The company also successfully remediated its last material
weakness under Section 404 of the Sarbanes Oxley Act and will
be disclosing that it does not have any material weaknesses.

                        Fourth quarter 2007

Total revenue was $113.5 million, 11.2% lower than the prior year
quarter, but up 7.5% sequentially.  Retail equipment, supplies and
related sales were $52.7 million for the quarter, down 15.2% from
the prior year, but up 16.4% sequentially. Service revenue was
$57.7 million, down 7.8% from the prior year, but up 0.4%
sequentially.

For the fourth quarter ended March 31, 2007, the company had a
net loss of $17.1 million, as compared with a net loss of
$23.3 million for the fourth quarter ended March 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2140

                             Comments

"From a financial perspective, fiscal 2007 was about fixing the
company's liquidity and capital structure," commented Edward K.
Quibell, Danka chief financial officer.  "While there is still
work to be done, the progress achieved to date goes a long way
toward completing the successful turnaround of the company."

Mr. Quibell also noted that adjusted operating earnings from
continuing operations improved by $19 million -- on reduced
revenue of $72 million.  This was accomplished by removing
unprofitable businesses and controlling costs.

"While these results are important," said A.D. Frazier, Danka
chairman and chief executive officer, "it is imperative to
recognize that the Danka enterprise of today is significantly
changed from the company I joined a little more than a year ago.
Fiscal 2007 is a watershed year in which the company rationalized
its business structure, strengthened its balance sheet, and
enhanced its competitive position.

"Danka is now leaner, far more flexible and primed to grow,"
Mr. Frazier continued.  "Our prospects for the future are
dramatically better now than they have been in a very long time.  
In particular, I am encouraged by the traction we have gained in
equipment sales.  [Fourth quarter] was the highest quarter of the
year.  This is not surprising; we have increased the number of
sales representatives and invested in extensive training to
support our consultative selling approach."

Mr. Frazier added that service revenue remains stable.  "We have
a few more changes to make in our cost structure and our capital
structure, yet I am confident that our customers will see a
continually improving Danka," he concluded.

                         About Danka

Danka Business Systems PLC -- http://www.danka.com/-- provides  
enterprise imaging systems and services.


DELTATECH CONTROLS: S&P Rates Proposed $166 Million Loan at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Hong Kong-based DeltaTech Controls Inc., the
legal entity formed to acquire ITT Corporation's switch business,
which designs and manufactures electromechanical switches,
interface controls and dome arrays.  The outlook is stable.
      
"At the same time, we assigned our 'B+' bank loan rating and '2'
recovery rating to the company's proposed $166 million first
priority senior secured bank facility, which will consist of a
$141 million term loan due 2014 and a $25 million revolving credit
facility due 2013, indicating that lenders can expect substantial
(70%-90%) recovery in the event of a payment default," said
Standard & Poor's credit analyst David Tsui.  S&P assigned its 'B'
bank loan rating, with a recovery rating of '4' to the proposed
$54 million second priority term loan due 2015, indicating that
lenders can expect an modest (30%-50%) recovery in the event of a
payment default.  All ratings are based on preliminary offering
statements and are subject to review upon final documentation.
      
Proceeds from the first- and second-lien term loan, totaling
$195 million, along with $41 million of equity from the sponsor,
will be used to fund the purchase of the switches business from
ITT.  As part of the transaction, DeltaTech will also provide a
$15 million loan to ITT's Keypads business acquired by Littlejohn
& Co. LLC, the sponsor.  
     
The ratings on DeltaTech reflect the company's highly fragmented
and competitive markets in the switches segment, volatile revenue
generation in the dome arrays segment, and lack of track record as
an independent company.  These factors partly are offset by the
company's diverse end markets and a broad customer base, low cost
manufacturing locations and high conversion costs for customers.


DEREK FARRINGTON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Derek S. Farrington
        11200 Southwest Powell Butte Highway
        Powell Butte, OR 97753
        Tel: (541) 548-1199

Bankruptcy Case No.: 07-32420

Chapter 11 Petition Date: June 19, 2007

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Keith Y. Boyd, Esq.
                  Muhlheim Boyd
                  88 East Broadway
                  Eugene, OR 97401-2933
                  Tel: (541) 868-8005

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Vick, Jim                   lawsuit                    $55,000
689 12th Street
Southeast, Suite 200
Salem, OR 97301

Seven Peaks Electric        electrical work            $15,000
Attention: Marden H.
Madison
62979 Plateau Drive 2
Bend, OR 97701

Washington Mutual           loan                       $13,760
Attention: Linda Nivison
600 Northeast Greenwood
Avenue
Bend, OR 97701

Harney Rock Paving          driveway                   $11,902

Tile Outlet                 tile                       $10,500

Reil & Sons General         concrete work               $9,000
Contractors, Inc.

Sego Insulation, Inc.       insulation                 $10,000

Pockett, Jim                hay                         $8,500

Greenshield, Buddy          loan                        $8,400

Stephens Heating & Cooling  furnace                     $8,000

Jeld-Wen Windows & Doors    doors                       $7,500

Beneficial                  loan                        $6,819

Columbia Paints             paint materials             $6,000

Night, Gary                 supplies &                  $5,000
                            labor

Bryant, Steven              attorney fees               $4,925

Saxons Fine Jewelers        jewelry                     $3,500

Strategic Stone Works       labor                       $3,500

Gary's Vacuflo              vacuum systems              $3,500

Blankenship Garage          garage doors                $2,500

Creative Outdoor            landscaping                 $2,000
Landscape


DYNCORP INTERNATIONAL: Awarded LOGCAP IV Contract by US Army
------------------------------------------------------------
DynCorp International was one of three companies awarded a
contract by the U.S. Army to feed, house and provide other
services to U.S. troops in Iraq, the Washington Post reports.  The
contract, which is worth up to $150 billion, was also awarded to
Fluor Intercontinental and KBR, Inc.

According to the report, the three companies were chosen from
around six competitors based on their management, past
performance, price and technical abilities.

The contract, known as the Logistics Civil Augmentation Program or
LOGCAP IV, is considered as one of the biggest deals in the
contracting service industry, the report adds.  The Post relates
that DynCorp had previously won a LOGCAP contract in 1997 or work
in the Philippines and East Timor.

The Post discloses that the Army decided to award the contract to
more than one company on concerns of lack of competition.

DynCorp International Inc. -- http://www.dyn-intl.com/-- (NYSE:
DCP) through its operating company DynCorp International LLC, is a
provider of specialized mission-critical technical services,
mostly to civilian and military government agencies.  It operates
major programs in law enforcement training and support, security
services, base operations, aviation services and operations, and
logistics support worldwide.  Headquartered in Falls Church,
Virginia, DynCorp International LLC has approximately 14,600
employees worldwide.

                        *     *     *

DynCorp still carries Standard and Poor's BB- rating assigned on
June 15, 2006.  The outlook is stable.


ENCYSIVE PHARMACEUTICALS: Cuts 70% of US Work Force
---------------------------------------------------
Encysive Pharmaceuticals Inc. will reduce its U.S. work force by
about 70%, to about 65 people in an effort to focus its resources
on most promising assets.

The company disclosed that its board of directors had authorized a
strategic restructuring following the company's receipt of a third
"approvable letter" from the U.S. Food and Drug Administration for
Thelin(TM), which is under review for the treatment of pulmonary
arterial hypertension.  

As a result, about 150 company employees, including the U.S. sales
force, will be terminated immediately, with a smaller group
leaving in the coming months.  The company also eliminated the
position of chief operating officer.

The company is providing cash severance payments to employees
directly affected by the workforce reduction.  The company
estimates that it will record about $15 million in restructuring
and severance costs in 2007.

                 About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a      
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.   

The company has successfully developed one FDA approved drug,  
Argatroban, for the treatment of heparin-induced
thrombocytopenia,  which is licensed to and marketed by GSK.  The
company's lead drug candidate, Thelin(TM) is an endothelin
receptor antagonist for the treatment of pulmonary arterial
hypertension.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2007,  
KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses from operations and
net capital deficiency.


ENCYSIVE PHARMACEUTICALS: George Cole Named as President and CEO
----------------------------------------------------------------
Encysive Pharmaceuticals Inc. appointed George W. Cole, the
company's chief operating officer, as its president and chief
executive officer.  Mr. Cole was also elected to the company's
board of directors.

Mr. Cole had served the company as COO since November 2005.  From
1992 to 2005, he served as president of Altana Pharma U.S.  Mr.
Cole received his B.S. in Pharmacy from the University of
Louisiana and his M.B.A. from the University of Evansville.

In connection with the appointment and election, the termination
agreement dated Oct. 25, 2005, between the company and Mr. Cole
was amended to reflect the changes in Mr. Cole's duties,
responsibilities and position and to increase Mr. Cole's annual
base salary to $490,000.  

In addition, the amendment to the Cole Agreement provides for the
grant by the company to Mr. Cole of options to purchase 500,000
shares of the company's common stock with an exercise price of
$1.89 per share.  The options, which will be granted pursuant to
and governed by the terms of the company's incentive plans, will
vest as to one-half of the shares covered thereby on each of May
31, 2009 and May 31, 2010.

The amendment to the Cole Agreement is qualified by reference to
the letter agreement dated June 24, 2007, between the company and
Mr. Cole.

Effective June 24, 2007, the company's employment of Bruce D.
Given, M.D., the company's former president and CEO, was
terminated.  Subject to certain conditions including the execution
of release in favor of the company and its affiliates, the company
will provide Dr. Given with the benefits contained in a
termination agreement dated March 21, 2003, as amended, between
the company and Dr. Given.


ENVIRONAMICS: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Environamics Corp.
        19 Executive Drive
        Hudson, NH 03051

Bankruptcy Case No.: 07-11338

Type of business: The Debtor is engaged in the metal stampings
                  business.  See http://www.environamics.com/

Chapter 11 Petition Date: June 27, 2007

Court: District of New Hampshire (Manchester)

Debtor's Counsel: Grenville Clark, Esq.
                  Gray, Wendell & Clark, P.C.
                  The Center of N.H.
                  650 Elm Street
                  Manchester, NH 03101
                  Tel: (603) 625-4100
                  Fax: (603) 625-4154

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Nash-Clegg                                            $568,680
40 Temple Street
Nashua, NH 03060

Perkins, Thompson,                                     $41,451
Hinckley & Keddy
One Canal Plaza
Portland, ME 04112

Leone, McDonnell &                                     $20,000
Roberts
645 South Main Street
Wolfboro, NH 03894

Webb Pump                                              $11,789

Accro Seal                                              $9,842

Wolf, Greenfield &                                      $8,949
Sacks, P.C.

Baldor Electric Co.                                     $5,733

Keyspan Energy Delivery                                 $5,513

All Seals                                               $3,689

Applied Plastics                                        $3,368
Technology

All Stainless, Inc.                                     $3,101

Ace Welding                                             $2,641

Public Service of New                                   $2,568
Hampshire

Peerless Pump Co.                                         $713

Alliant Specialty Metals                                  $709

C.I. Hoist                                                $240

Tri-Flo                                                   $169


EPD INC: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------
Moody's Investors Service assigned B1 to the increased senior
secured first lien debt of EPD Inc.  It also affirmed EPD's B2
corporate family rating and Caa1 senior secured second lien debt
rating.

The rating action follows the change to the company's liability
structure as a result of the reallocation of $50 million of the
company's second lien term loan to the first lien term loan in the
proposed financing package.  The corporate family rating is
unaffected by this change, which is neutral to total leverage, and
the outlook remains stable.

Ratings affirmed:

-- B2 Corporate Family Rating
-- B2 Probability of Default Rating
-- Caa1 $360 million Second Lien Term Loan due 2015 (LGD 5/82%)

New Ratings assigned:

-- B1 $700 million First Lien Term Loan due 2014 (LGD 3/33%)
-- B1 $100 million Senior Secured Revolver due 2013 (LGD 3/33%)

-- B1 $100 million First Lien Delayed Draw Term loan due 2014
    (LGD 3/33%)

Ratings withdrawn:

-- Ba3 $650 million First Lien Term Loan due 2014 (LGD 3/31%)
-- Ba3 $100 million Senior Secured Revolver due 2013 (LGD 3/31%)

-- Ba3 $100 million First Lien Delayed Draw Term loan due 2014
    (LGD 3/31%)

The revised B1 first lien debt rating reflects Moody's view that
following the $50 million reallocation, the first lien instruments
could potentially have less debt cushion beneath them absorbing
loss at default.  The Caa1 rating of the second lien term loan
continues to reflect its effective subordination to all first lien
creditors.

Based in Akron, Ohio, EPD Inc. is an entity established by the
Carlyle Group to acquire the Engineered Products Division of The
Goodyear Tire and Rubber Company, a leading manufacturer of
engineered rubber products for industrial, military, consumer and
transportation end users with revenues of about $1,541 million for
the twelve months period ending March 31, 2007.


FIDELITY NATIONAL: eFunds Acquisition Cues Fitch's Negative Watch
-----------------------------------------------------------------
Fitch Ratings has placed these Fidelity National Information
Services' ratings on Rating Watch Negative:

    -- Issuer Default Rating 'BB+';

    -- $3 billion senior unsecured credit facilities 'BB+',
       consisting of a $2.1 billion term loan and a $900 million
       revolving credit facility;

    -- Senior unsecured notes 'BB+'.

Approximately $3.2 billion of debt is affected by Fitch's actions,
including the credit facilities.

Fitch's action follows FIS's announced acquisition of eFunds Corp.
in a $1.8 billion all-cash transaction in a move to expand its
presence in banking markets in the U.S. and abroad.  FIS plans to
fund the purchase with a combination of cash on hand and recently
secured long-term debt commitments.  The transaction is expected
to be completed by the end of the third quarter of 2007, subject
to certain regulatory approvals, approval by eFunds shareholders
and customary closing conditions.

Fitch expects to meet with management to discuss the funding of
this transaction, future capital strategy, and integration of the
acquisition.  Fitch believes that resolution of the rating watch
status would be limited to a one-notch downgrade of FIS's IDR.  
However, ratings for each tranche of debt will be subject to the
final capital structure post-financing.  Fitch expects to resolve
the Rating Watch status over the next several weeks.

The ratings for FIS have historically centered on the company's
ability to generate strong free cash flow, its strong market
position in core businesses, diversified product offering, solid
client retention, counter-cyclical revenue streams, and recurring
revenue base from long-term processing agreements.  The ratings
have also recognized the operating strength and business
diversification realized by FIS from its acquisition of Certegy
Inc. in early 2006.

Credit concerns include FIS's history of debt-financed
acquisitions, better-capitalized significant industry competitors,
the ongoing consolidation of its financial institution customer
base, and event risk associated with two private equity firms that
have a combined equity stake of approximately 15%.

Liquidity was adequate and supported by cash balances of
$222 million as of March 31, 2007 as well as approximately
$300 million of availability under its $900 million revolving
credit facilities.  Total debt as of March 31, 2007 was $3 billion
consisting of approximately a $2.1 billion senior unsecured term
loan, $600 million outstanding on its senior unsecured revolving
credit facility, $196 million of unsecured 4.75% notes due 2008
and $146 million in other promissory notes.  Although FIS has a
$200 million share repurchase program, Fitch believes the
aforementioned acquisition reduces the likelihood of the company
pursuing stock buybacks over the intermediate term.

On Jan. 18, 2007 the company replaced its secured bank facilities
with a new $2.1 billion unsecured term loan and a new $900 million
senior unsecured revolver expiring in 2012.  The new unsecured
bank facility contains financial covenants of 3.5 times maximum
leverage through fiscal 2008 with step downs thereafter; 3.5x
minimum EBITDA to interest coverage through fiscal 2008 and 4.0x
interest coverage beginning in 2009; and cross-default on
principal greater than $150 million.  The facilities do not
contain any default provisions related to credit ratings or
covenants specifically relating to a material adverse change in
the company's financial condition.


FIDELITY NATIONAL: eFunds Buy Cues Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service placed the Ba1 corporate family rating
for Fidelity National Information Services, Inc. on review for
possible downgrade following FIS's plan to acquire EFD/eFunds
Corporation, a leading provider of electronic funds transfer and
prepaid card processing services, in an all-cash transaction
valued at about $1.8 billion.  Under the terms of the agreement,
EFD shareholders will receive $36.50 in cash for each share of
common stock.  FIS plans to fund the $1.8 billion purchase price
with a combination of cash on hand and recently secured long- term
debt commitments.  The transaction is expected to be completed by
the end of the third quarter of 2007, subject to regulatory
approvals and approval by EFD shareholders.

Pro forma for the acquisition, FIS's financial leverage, adjusted
for leases, initially increase to about 3.9 times debt to EBITDA,
adjusted for leases and incorporating about $65 million in annual
cost savings that FIS expects to realize.


The review will focus on FIS's prospects for debt reduction over
the intermediate term and its acquisition appetite as well as the
strategic benefits associated with the merger in terms of
potential synergies and cost savings.

Headquartered in Jacksonville, Florida, Fidelity National
Information Services, Inc. provides card issuing, core bank
processing, and mortgage loan processing services to financial
institutions.


FIDELITY NATIONAL: eFunds Acquisition Cues S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured ratings for Jacksonville, Florida-
based Fidelity National Information Services Inc. on CreditWatch
with negative implications.  The CreditWatch listing follows the
announced merger agreement, in which FIS will acquire Scottsdale,
Arizona-based EFD/eFunds Corporation in an all-cash transaction
valued at approximately $1.8 billion.  The transaction is expected
to be completed by the end of the third quarter of 2007, subject
to certain regulatory approvals, approval by EFD shareholders and
customary closing conditions.
      
"The acquisition of eFunds provides FIS with greater scale,
extends its presence in the U.S. and international banking
markets, and expands the distribution channel for its core
processing and risk analytic services," said Standard & Poor's
credit analyst Philip Schrank.  Additionally, FIS expects to
realize significant cost synergies of approximately $65 million in
annual savings.  However, pro forma debt to EBITDA could rise to
the high 3x times area from current levels of under 3x.  Any
potential downgrade will likely be limited to one notch, if any.
     
S&P will meet with management to review the capital structure of
the combined company, integration and restructuring plans, future
financial policy, and growth strategy.


FIRST CONSUMERS: S&P Puts Default Rating on Class B Notes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B asset-backed notes issued by First Consumers Credit Card Master
Note Trust's series 2001-A to 'D' from 'CCC-'.
     
The default of the class B notes reflects a $10,228 interest
shortfall on the May 15, 2007, payment date.  Standard & Poor's
expects that interest shortfalls on the class B notes will
continue on each subsequent payment date until maturity since
class B noteholders no longer have access to the remaining
receivables.  Furthermore, since there is no collateral remaining
to support the notes, the outstanding class B principal balance of
$13,226,453 will not be repaid on or before the legal final
maturity date of Sept. 15, 2008.


FORD CREDIT: Fitch Rates $39.839 Million Class D Notes at BB
------------------------------------------------------------
Fitch rates the Ford Credit Auto Owner Trust 2007-A asset-backed
notes as:

    -- $466,000,000 class A-1 5.34852% 'F1+';
    -- $300,000,000 class A-2a 5.42% 'AAA';
    -- $287,596,000 class A-2b floating-rate 'AAA';
    -- $255,444,000 class A-3a 5.40% 'AAA';
    -- $294,000,000 class A-3b floating-rate 'AAA';
    -- $144,330,000 class A-4a 5.47% 'AAA';
    -- $145,000,000 class A-4b floating-rate 'AAA';
    -- $59,759,000 class B 5.60% 'A';
    -- $39,840,000 class C 5.80% 'BBB';
    -- $39,839,000 class D 7.05% 'BB'.

The ratings on the notes are based upon their respective levels of
subordination, the specified credit enhancement amount, and the
yield supplement overcollateralization amount.  All ratings
reflect the transaction's sound legal structure, the high quality
of the retail auto receivables originated by Ford Motor Credit
Company and the strength of Ford Credit as servicer.

The weighted average APR in the 2007-A transaction is 4.39%.  As
with previous deals, the 2007-A transaction incorporates a YSOC
feature to compensate for receivables with interest rates below
9.0%.  The YSOC is subtracted from the pool balance to calculate
bond balances and the first priority, second priority, and regular
principal distribution amounts, resulting in the creation of
'synthetic' excess spread.  These amounts enhance the receivables'
yield and are available to cover losses and turbo the class of
securities then entitled to receive principal payments.

Initial enhancement for the class A notes as a percentage of the
adjusted collateral balance is 5.5% (5.0% subordination and 0.50%
initial reserve deposit).  Initial enhancement for the class B
notes is 2.5% (2.0% subordination and 0.50% reserve).  Initial
enhancement for the class C notes is 0.50% provided by the reserve
account.

On the closing date, the aggregate principal balance of the notes
will be 102% of the initial pool balance less the YSOC.  The class
D notes represent the undercollateralized 2%.  During
amortization, both excess spread and principal collections are
available to reduce the bond balance.  Hence, if excess spread is
positive, the bonds will amortize more quickly than the
collateral.  It is this mechanism that ensures that the class D
notes are collateralized and the specified credit enhancement
level is achieved.

Furthermore, the 2007-A transaction provides significant
structural protection through a shifting payment priority
mechanism.  In each distribution period, a test will be performed
to calculate the amount of desired collateralization for the notes
versus the actual collateralization.  If the actual level of
collateralization is less than the desired level, then payments of
interest to subordinate classes may be suspended and made
available as principal to higher rated classes.

Based on the loss statistics of Ford Credit's prior
securitizations, and Ford's U.S. retail portfolio performance,
Fitch expects consistent performance from the pool of receivables
in the 2007-A pool.  For the year ended Dec. 31, 2006, average net
portfolio outstanding totaled approximately $58.1 billion, total
delinquencies were 2.14%, and net losses were 0.68% of the average
net portfolio outstanding.


GENCORP INC: May 31 Balance Sheet Upside-Down by $96 Million
------------------------------------------------------------
GenCorp Inc. posted total assets of $1 billion in total assets and
$1.1 billion in total liabilities, resulting in a $96 million in
total shareholders' deficit as of May 31, 2007.

                 Liquidity and Balance Sheet Data

Total debt decreased to $444.7 million at May 31, 2007, from
$464.8 million at Feb. 28, 2007.  The cash balance, including
restricted cash, at May 31, 2007, decreased to $82.9 million
compared to $93.9 million at Feb. 28, 2007.  The company used
$19.8 million of restricted cash during the second quarter 2007 to
repay its 5-3/4% notes.  

Total debt less cash decreased from $370.9 million at Feb. 28,
2007, to $361.8 million as of May 31, 2007.  The $9.1 million
decrease in total debt less cash is the result of improved
operating performance and net working capital from the aerospace
and defense segment.  

As of May 31, 2007, the company had $72.4 million in outstanding
letters of credit issued under the $80 million letter of credit
subfacility and the company's $80 million revolving credit
facility was unused.

                     Second Quarter Results

Sales from continuing operations for the second quarter 2007
totaled $192.3 million, 15% above the $167.2 million for the
second quarter 2006.  Sales for the first half of 2007 were
$343.1 million compared to $295.5 million for the first half of
2006, an increase of 16%.  Sales increases in 2007 reflect growth
in the company's aerospace and defense business.

Net income for the second quarter 2007 was $12.5 million, compared
to a net loss of $7.3 million for the second quarter 2006.  The
company's improved results were driven by (i) improved aerospace
and defense operating performance; (ii) lower expenses in 2007
related to legal matters; and (iii) lower corporate costs.

"We are pleased with the second quarter operating results of our
Aerospace and Defense segment as revenue growth, margin, and cash
flow performance continue on a favorable trend," said Terry Hall,
president and chief executive officer.  "Our Real Estate segment
continues to move forward towards entitling 6,400 acres of our
Sacramento land," concluded Mr. Hall.

                         About GenCorp Inc.

Headquartered in Rancho Cordova, California, GenCorp Inc. (NYSE:
GY) -- http://www.GenCorp.com/-- is a technology-based   
manufacturer of aerospace and defense products and systems with a
real estate business segment that includes activities related to
the re-zoning, entitlement, sale, and leasing of the company's
excess real estate assets.


GENERAL MOTORS: Selling Unit to Carlyle Group & Onex for $5.6 Bil.
------------------------------------------------------------------
General Motors Corp. reached a definitive agreement for the
company to sell its Allison Transmission commercial and military
business to The Carlyle Group and Onex Corporation for
approximately $5.6 billion.

The sale agreement covers substantially all of Allison
Transmission, including seven manufacturing facilities in
Indianapolis, Indiana and its worldwide distribution network and
sales offices.  The production facility in Baltimore, Maryland is
dedicated to the production of conventional and hybrid 2MODE
transmissions used in GM's retail pick-up trucks and SUVs and will
remain with GM.  The transaction is structured to preserve GM's
and Allison's competitive strengths in their respective product
lines and is expected to close as early as the third quarter of
this year pending union and regulatory approval.

"This is another important step to strengthen our liquidity and
provide resources to support our heavy investments in new products
and technology," Rick Wagoner, GM chairman and CEO, said.  "At the
same time, this sale will position Allison for growth with strong
partners in Carlyle and Onex, which have well-established track
records of working effectively with their management teams, unions
and employees," Wagoner went on to say.

"We believe Allison is poised for excellent growth in its sector
with the increasing rate of adoption of automatic transmissions in
commercial vehicles both in North America and abroad," Seth
Mersky, managing director of Onex said.  "Allison's exceptional
reputation for product quality and reliability, its strong brand
and talented management team provide it with a competitive
advantage that will allow the company to capture that growth."

"We are excited to partner with Onex, the Allison management team
and employees as we grow this iconic brand and support its
transition to a stand-alone business," Carlyle managing director
Greg Ledford said.

Allison Transmission designs and manufactures automatic
transmissions for medium and heavy duty commercial vehicles.  Its
products are used in on-highway, off-highway and vehicles.  
Headquartered in Indianapolis, Indiana, Allison Transmission
employs approximately 3,400 people, has seven plants in
Indianapolis and sells its transmissions through a worldwide
distribution network with sales offices in North America, South
America, Europe, Africa and Asia.  The company generates annual
revenues in excess of $2 billion.

                       About Carlyle Group

The Carlyle Group -- http://www.carlyle.com/-- is a private  
equity firm with $58.5 billion under management.  Carlyle invests
in buyouts, venture & growth capital, real estate and leveraged
finance in Asia, Europe and North America, focusing on aerospace &
defense, automotive & transportation, consumer & retail, energy &
power, healthcare, industrial, infrastructure, technology &
business services and telecommunications & media. Since 1987, the
firm has invested $28.3 billion of equity in 636 transactions for
a total purchase price of $132 billion.  The Carlyle Group employs
more than 800 people in 18 countries.  In the aggregate, Carlyle
portfolio companies have more than $87 billion in revenue and
employ more than 286,000 people around the world.  

                          About Onex

Onex Corp. makes private equity investments through the Onex
Partners and ONCAP family of Funds.  These companies are in a
variety of industries, including electronics manufacturing
services, aerostructures manufacturing, healthcare, financial
services, aircraft & aftermarket, metal services, customer
management services, theatre exhibition, personal care products
and communications infrastructure.

                     About General Motors

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908, GM employs about    
280,000 people around the world.  With global manufactures its
cars and trucks in 33 countries.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                         *     *     *

As reported in the Troubled Company Reporter on May 28, 2007,
Standard & Poor's Ratings Services placed General Motors Corp.'s
corporate credit rating at B/Negative/B-3.

At the same time, Moody's Investors Service affirmed GM's B3
Corporate Family Rating and B3 Probability of Default Rating, and
maintained its SGL-3 Speculative Grade Liquidity Rating.  The
rating outlook remains negative.


GLOWPOINT INC: March 31 Balance Sheet Upside-down by $14.1 Million
------------------------------------------------------------------
Glowpoint Inc.'s consolidated balance sheet at March 31, 2007,
showed $8,075,000 in total assets, $19,368,000 in total
liabilities, and $2,888,000 in preferred stock, resulting in a
$14,181,000 total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $5,167,000 in total current assets
available to pay $19,368,000 in total current liabilities.

The company reported a net loss of $2,650,000 for the first
quarter ended March 31, 2007, compared to a net loss of $6,114,000
for the same period ended March 31, 2006.

Revenue increased $940,000, or 19.9%, in the 2007 quarter to
$5,661,000 from $4,721,000 in the 2006 quarter.  

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?213d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2007,
Amper, Politziner & Mattia PC, in Edison, N.J., expressed
substantial doubt about Glowpoint 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 working capital deficiency and recurring net losses.  
Amper Politziner also noted that the company is in the process of
seeking additional capital and that it has not yet secured
sufficient capital to fund its operations.

                   About Glowpoint Inc

Headquartered in Hillside, N.J., Glowpoint Inc. -- (Other OTC:
GLOW.PK) -- http://www.glowpoint.com/-- is an IP-based managed  
video services provider.  Glowpoint offers video conferencing,
bridging, technology hosting, and IP-broadcasting services to a
vast array of companies, from large Fortune 100 enterprises to
small and medium-sized businesses.  Glowpoint is headquartered in
Hillside, New Jersey.


GREAT LAKES: Refinancing Cues S&P to Withdraw BB- Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' ratings on
Great Lakes Dredge & Dock Corp.'s $60 million revolving credit
facility.  The withdrawal follows the company's refinancing of the
facility with a new unrated $155 million revolving credit facility
due June 12, 2012.


GUITAR CENTER: Inks $2.1 Billion Deal with Bain Capital
-------------------------------------------------------
Guitar Center, Inc., disclosed Wednesday it has signed a
definitive agreement to be acquired by affiliates of Bain Capital
Partners, LLC.

The total transaction value, including assumed debt, is
approximately $2.1 billion.

Under the terms of the merger agreement, stockholders will receive
$63.00 in cash in exchange for each share of Guitar Center common
stock they own.  This represents a 26% premium over the closing
price of Guitar Center's shares on June 26, 2007.

This agreement represents the culmination of an auction process,
led by Goldman, Sachs & Co., to solicit interest in a potential
acquisition of the Company.  The Board of Directors of Guitar
Center, acting on the recommendation of a Special Committee of
independent directors, has approved the merger agreement and
recommends that Guitar Center stockholders support the
transaction.

The transaction is expected to close in the fourth quarter of 2007
and is subject to customary closing conditions, including the
approval of Guitar Center's stockholders.

Marty Albertson, Chairman and Chief Executive Officer of Guitar
Center, stated, "We believe this transaction delivers outstanding
value for our stockholders, and is a strong validation of the
Company's accomplishments over the years as well as our future
growth prospects.  Following a comprehensive review process, our
Board of Directors concluded this transaction is in the best
interests of our Company and our stockholders and it has the full
support of the management team. Bain Capital has a successful
track record and significant investment experience in the retail
industry and we look forward to partnering with them going
forward.  We are committed to maintaining our vendor relationships
and ensuring our customers will continue to experience the same
quality and selection of musical instrument products as well as
the high level of service and professional advice through our
stores and our websites."

"As the leading retailer of musical instruments in the U.S.,
Guitar Center enjoys great brand recognition among musicians
nationwide, a loyal customer base, and a track record of
significant growth," said Jordan Hitch, a Managing Director at
Bain Capital.  "We look forward to working with the Company's
experienced and capable management team to continue to build the
business."

Goldman, Sachs & Co. served as financial advisor to the Special
Committee of the Guitar Center Board of Directors and rendered a
fairness opinion in connection with the proposed merger. Peter J.
Solomon Company also served as financial advisor to the Special
Committee and rendered a fairness opinion in connection with the
proposed merger.

Latham & Watkins LLP acted as counsel to the company and Bingham
McCutchen LLP acted as counsel to the Special Committee.  For Bain
Capital, JPMorgan and Lehman Brothers acted as financial advisors,
and Kirkland & Ellis LLP served as legal counsel.

                    About Bain Capital Partners

Bain Capital -- http://www.baincapital.com/-- is a global private  
investment firm that manages several pools of capital including
private equity, high-yield assets, mezzanine capital and public
equity with approximately $50 billion in assets under management.  
Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 240 companies around
the world, including such leading retailers and consumer companies
as Toys "R" Us, Michaels Stores, Burger King, Warner Music Group,
Burlington Coat Factory, Dunkin' Brands, Shopper's Drug Mart,
Dollarama and Staples.  Headquartered in Boston, Bain Capital has
offices in New York, London, Munich, Hong Kong, Shanghai, and
Tokyo.

                       About Guitar Center
  
Guitar Center -- http://www.guitarcenter.com/-- (Nasdaq GS: GTRC)  
sells guitars, amplifiers, percussion instruments, keyboards and
pro-audio and recording equipment. Our retail store subsidiary
presently operates more than 210 Guitar Center stores across the
United States.  In addition, our Music & Arts division operates
more than 95 stores specializing in band instruments for sale and
rental, serving teachers, band directors, college professors and
students.  The company is also the largest direct response
retailer of musical instruments in the United States through its
wholly owned subsidiary, Musician's Friend, Inc., and its catalogs
and websites, including -- http://www.musiciansfriend.com/--   
-- http://www.guitarcenter.com/-- -- http://www.wwbw.com/-- and  
-- http://www.music123.com/


GUITAR CENTER: Bain Capital Offer Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Guitar Center Inc.
on review for possible downgrade following the company's
announcement that it signed a definitive agreement to be acquired
by affiliates of Bain Capital Partners, LLC.  The transaction is
valued at about $2.1 billion, including the assumption of $200
million of debt.  Guitar Center shareholders will receive $63 per
share in cash.

Theis rating is placed on review for possible downgrade:

-- Corporate family rating of Ba2.

The review is prompted by the high likelihood that the transaction
with be predominantly financed with debt and will result in a
significant increase in the company's leverage and a corresponding
weakening in credit metrics at a time when the musical instruments
industry has recently faced challenges.  

The review will focus on:

-- the company's capital structure post transaction; its
    financial profile pro forma for the transaction, including its
    liquidity;

-- the company's ability to manage its expected higher debt
    burden, the current environment of the musical instruments
    industry after a challenging fourth quarter 2006; and,

-- the company's operating performance.

While no details have been provided on the proposed capital
structure, it is likely, given the transaction value, that the
company's corporate family rating could fall well into the B
rating category.

Guitar Center, Inc. is the largest musical instrument and
recording tool retailer in the United States with over 305 retails
stores and a direct response business.  It operates three distinct
musical instruments retail businesses; Guitar Centers, Musician's
Friend (its direct response subsidiary), and Music & Arts Center.
Total revenues for fiscal year ended Dec. 31, 2006 were about
$2 billion.


HERCULES INC: S&P Revises Outlook from Stable to Positive
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wilmington, Delaware-based Hercules Inc. to positive from stable
and affirmed the existing 'BB' corporate credit rating.

The outlook revision recognizes the potential for a continuation
of the steady strengthening of key cash flow protection measures.  

S&P also raised the rating on the company's 6.6% notes due 2027 to
'BBB-' from 'BB' and assigned a '1' recovery rating, reflecting
our expectation of very high recovery (90%-100%) in the event of
default and asset protection on par with the secured bank debt.
      
"We could raise all of the ratings within the next 12 months if
business conditions remain favorable and the company's leverage
policies support a financial profile that exceeds expectations for
the current ratings," said Standard & Poor's credit analyst Wesley
E. Chinn.
     
The ratings reflect Hercules' aggressive, albeit declining, debt
balance; low-growth, very competitive pulp and paper chemicals
markets; and some exposure to asbestos-related liabilities.  These
negatives are partially offset by Hercules' satisfactory business
profile--generating annual revenues of about $2 billion--in the
specialty chemical sector, a long track record of good operating
margins, and improving cash flow generation.
     
Hercules derives roughly 60% of its consolidated operating
earnings from the Aqualon group, a leading producer of water-
soluble polymers.  Diverse end markets include water-based paints
and coatings, construction materials, personal care,
pharmaceutical, food, and oil and gas drilling.  Another positive
is a strong global presence, as more than 60% of Aqualon's sales
come from outside the U.S. Aqualon's results should continue to
benefit from increasing environmental awareness, regulation
favoring water-soluble polymers, global-supply arrangements with
customers, and the increasing use of products in emerging markets.  
In particular, volume growth should reflect new capacity
expansions in China, and S&P expect the overall energy business to
be one of the larger growth components for Aqualon.


HOME DIRECTOR: Has $1.7 Million Stockholders' Deficit at March 31
-----------------------------------------------------------------
Home Director Inc.'s consolidated balance sheet at March 31, 2007,
showed $4,964,467 in total assets and $6,743,177 in total
liabilities, resulting in a $1,778,710 total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $888,708 in total current assets
available to pay $5,083,849 in total current liabilities.

Home Director Inc. reported a net loss of $1,596,686 for the first
quarter ended March 31, 2007, compared with a net loss of $558,779
for the same period ended March 31, 2006.

Revenues were approximately $269,000 for the three months ended
March 31, 2007 (reorganized company) compared to approximately
$2,000 for the three months ended March 31, 2006 (predecessor
company).  Approximately $208,000 of the 2007 revenues were
attributable to businesses acquired during the first quarter of
2007 and the balance is attributable to the company's emergence
from bankruptcy.

The increased net loss was attributable to a net increase of
approximately $990,615 of research & development, sales &
marketing and general & administrative expenses in 2007 as
compared to 2006 primarily due to increased number of personnel
and personnel related costs.

Net interest expense was approximately $78,000 in 2007 as compared
to approximately $16,000 in 2006.  The increase in 2007 is
primarily a result of the interest accrued in 2007 on the
convertible notes sold in late 2006 and early 2007.

                           Acquisitions

On Dec. 28, 2006, the company acquired substantially all the
assets and assumed certain liabilities of Destiny Networks Inc.
and on March 7, 2007, the company acquired substantially all the
assets and assumed certain liabilities of Novus Technologies Inc.

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?213c

                       Going Concern Doubt

Bedinger & Company CPAs, in Concord, Calif., expressed substantial
doubt about Home Director Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations.

The company has incurred losses from operations of approximately
$1.6 million for the three months ended March 31, 2007, and has an
accumulated deficit of approximately $4.5 million as of March 31,
2007.

                       About Home Director

Headquartered in Fremont, California, Home Director Inc. --
http://www.homedirector.com/-- provides home networking solutions  
to homeowners through a network of distribution and technology
business partners.  The company and its debtor-affiliates filed
separate chapter 11 petitions on Sept. 28, 2005.  (Bankr. N.D.
Calif. Lead Case No.: 05-45812).  Tracy Green, Esq.,
and Elizabeth Berke-Dreyfuss, Esq., at Wendel, Rosen, Black and
Dean, represent the Debtors.  The Debtors estimated their assets
at $10.6 million and Debts at $4.2 million when they filed for
bankruptcy.

Subsequent to the Bankruptcy Court's confirmation of Debtors'
Joint Plan of Reorganization on Oct 12, 2006, the company emerged
from Bankruptcy on Oct. 23, 2006.


INTERGEN N.V.: S&P Puts Preliminary BB- Rating on $1.9 Bil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to InterGen N.V.  At the same time, Standard &
Poor's assigned its preliminary 'BB-' rating to InterGen's
$1.975 billion multicurrency senior secured term notes.
     
Preliminary 'BB-' ratings are also assigned to the company's
$800 million multicurrency senior secured term loan B facility and
the $750 million multicurrency senior secured liquidity credit
facilities.
     
The recovery rating on all senior secured debt is '3', indicating
the expectation for meaningful recovery (50%-70%) of principal if
a payment default occurs.  All preliminary ratings are subject to
review of final documentation.  The outlook is stable.
     
InterGen consists of an open-end portfolio of beneficial interests
in nine operating electricity generation assets with 5,235 net MW
of capacity in five countries.  In addition, the company has two
wholly owned facilities in advanced development, which would add
another 1,205 MW to its portfolio by 2010.  The company is owned
by AIG Highstar Capital II L.P. and its affiliates, and Ontario
Teachers' Pension Plan, which jointly own 50% each.
     
InterGen will use the nearly $2.7 billion of proceeds to refinance
existing debt at the parent company and to permanently repay
project level debt at four of its plants.  In addition, proceeds
will be used to prefund a portion of capital expenditures at two
of the U.K. assets, pay transaction fees, and to make a
distribution to shareholders.
     
Cash flow distributions from InterGen's operating projects will
support debt at the parent level.  A critical element of the
evaluation of project developers is the assignment of a quality-
of-cash-flow score to each distribution stream.  The QCF score
reflects Standard & Poor's opinion of the potential volatility of
the distribution (ranges from '1' to '10', with '1' being the most
certain and '10' being the most volatile).
      
"After examining InterGen's distributions, we conclude that the
overall QCF is somewhat uncertain with a weighted average score of
'6'," said Standard & Poor's credit analyst Aneesh Prabhu.
     
The outlook on InterGen is stable.  S&P would revise the outlook
to negative, and lower ratings could follow, if the quality of
cash flow deteriorates.  While improved recovery prospects or
improvements in the risk profile of projects could result in an
upgrade in the longer term, low coverage ratios over the next two
years and a weak covenant package limit upside potential.


INVENTIV HEALTH: Moody's Affirms Ba3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the company's Ba3 Corporate
Family Rating, B1 Probability of Default rating, Ba2 ratings on
the existing senior secured revolver due 2010 and the existing
senior secured term loan due 2011, and the SGL-1 Speculative Grade
Liquidity rating.  Once the proposed credit facilities are
executed, the existing senior secured credit facilities' ratings
will be withdrawn.  The outlook remains stable.

Moody's also assigned a Ba3 rating to inVentiv Health, Inc.'s
proposed $50 million senior secured revolver due 2013, proposed
$330 million senior secured term loan due 2014 and proposed
$20 million delayed draw term loan due 2014.  Proceeds from the
proposed credit facilities will be used to refinance existing
debt, fund working capital and general corporate purposes, as well
as funding the acquisition of Chandler Chicco Agency and AWAC.

inVentiv entered on June 26, 2007 into definitive acquisition
agreements with CCA for $65 million in cash and stock and with
AWAC for $75 million in cash and stock.  Both transactions also
include future earn-out payments for exceeding specified financial
targets.  CCA is a leading healthcare public relations firm and
AWAC is a leading provider of proprietary IT-driven cost
containment and medical consulting solutions to third party
administrators, ERISA self-funded plans, fully insured plans,
employer groups, managing general underwriters and insurance
carriers.  Both transactions are expected to close in the third
quarter of 2007.

The Ba3 Corporate Family Rating considers the moderate leverage
position, leading position within the clinical staffing,
agency/marketing services and commercial/contract sales within the
U.S. pharmaceutical market, strong free cash flow generation, and
modest integration risks.  Pro forma for the increased debt
resulting from the new credit facility, the company's adjusted
debt to EBITDA was 2.9 times for the twelve months ended March 31,
2007.  Moody's expects that the company's adjusted debt to EBITDA
over the intermediate term will decline to below 2.5 times which
compares favorably to the Ba3 global rating category.  Within the
segment for outsourced sales, clinical and marketing for
pharmaceutical and biotechnology companies, inVentiv is one of the
leading providers with a presence in all three areas.  Free cash
flow to adjusted debt remains strong even with the additional debt
load and increased interest expense.  Moody's anticipates that
free cash flow to adjusted debt will return to historical levels
over the intermediate term.  "Through several acquisitions, the
company has proven its ability to successfully integrate
acquisitions into its existing infrastructure", Sidney Matti,
Analyst, stated.  "Additionally, inVentiv has realized both
revenue and cost synergies from these acquisitions," Mr. Matti
further noted.

The Corporate Family Rating acknowledges inVentiv's moderate size
in terms of revenue, short term nature of client contracts and
significant exposure with the global pharmaceutical companies.  
For the twelve months ended March 31, 2007, the company reported
revenues of about $815 million.  Over the intermediate term,
Moody's expects the company size, in terms of revenues, to
increase driven by organic growth coupled with strategic
acquisitions.  Although the company has diversified its revenue
streams from its three business segments, Moody's anticipates that
inVentiv will continue to generate over 50% of its revenues from
the top 20 global pharmaceutical companies.

The stable ratings outlook anticipates that the U.S.
pharmaceutical outsourced contract sales market will continue to
experience increase in revenues primarily driven by the growth in
the number of drug applications and cost pressures at the
pharmaceutical companies.  The growth within the segment for
outsourced clinical, sales and marketing for pharmaceutical and
biotechnology companies will continue to benefit inVentiv's
operating performance over the intermediate term.  The outlook
also considers that the company will continue to engage in
acquisitions over the ratings horizon within the restrictions of
the proposed credit facility.

The SGL-1 rating recognizes that over the next twelve months ended
March 31, 2008, Moody's expects inVentiv to generate cash flow
from operations sufficient to cover the company's capital spending
needs including anticipated earn-out payments connected with its
recent acquisitions.  Additionally, the company is expected to
have full availability under the proposed $50 million revolving
credit facility.

These new ratings were assigned:

-- Ba3 (LGD3/30%) rating on a proposed $50 million Senior Secured
    Revolver due 2013;

-- Ba3 (LGD3/30%) rating on a proposed $330 million Senior
    Secured Term Loan due 2014; and

-- Ba3 (LGD3/30%) rating on a proposed $20 million Delayed Draw
    Term Loan due 2014.

These ratings were affirmed:

-- Ba3 Corporate Family Rating;
-- B1 Probability of Default rating; and
-- SGL-1 Speculative Grade Liquidity rating.

These ratings were affirmed and will be withdrawn once the
proposed credit facilities have been executed:

-- Ba2 (LGD2/28%) rating on the existing Senior Secured Revolver
    due 2010; and

-- Ba2 (LGD2/28%) rating on the existing Senior Secured Term Loan
    due 2011.

Headquartered in Somerset, New Jersey, inVentiv Health, Inc. is a
leading provider of outsourced sales, clinical, marketing, and
compliance solutions for the pharmaceutical, biotechnology, and
life sciences industry.  For the twelve months ended March 31,
2007, the company reported about $815 million in revenues.


INVENTIV HEALTH: S&P Rates S&P Rates $800MM Facilities at BB-
-------------------------------------------------------------
Standard & Poor's Rating Services assigned its loan and recovery
ratings to inVentiv Health Inc.'s proposed $400 million senior
secured facilities, consisting of a $330 million term loan, a
$20 million delayed-draw term loan, and a $50 million revolving
credit facility.  The facilities are rated 'BB-' with a recovery
rating of '3', indicating the expectation for meaningful (50%-70%)
recovery in the event of a payment default.
     
In addition, S&P affirmed all other ratings on inVentiv, including
the 'BB-' corporate credit rating.  The rating outlook is stable.
      
"The debt is being used to refinance existing bank debt and to
finance the acquisition of several companies that should help
further broaden inVentiv's clinical, communications, and
commercial offerings to the pharmaceutical industry, and also
expand it into outsourced services to payors," explained Standard
& Poor's credit analyst Alain Pelanne.
     
The ratings on Somerset, New Jersey-based inVentiv continue to
reflect the company's solid, but niche, position in the
pharmaceutical outsourced services industry, the competitive
nature of its markets, and the challenges inherent in integrating
several acquisitions.  The ratings also reflect the company's
increasingly diverse revenue streams and moderate financial
policy.


INVERNESS MEDICAL: Completes Tender Offer for Biosite Shares
------------------------------------------------------------
Inverness Medical Innovations Inc. completed its tender offer for
the outstanding shares of Biosite Incorporated.  The initial
tender period for Biosite's shares expired at midnight, New York
City time, on June 25, 2007.  

About 15,759,794 shares representing about 87.6% of Biosite's
outstanding common stock were tendered and not withdrawn prior to
the expiration of the initial tender offer period, including
2,045,999 shares representing about 11.4% of Biosite's outstanding
common stock which were tendered by notice of guaranteed delivery.

The tendered shares, together with the 750,000 shares that
Inverness currently owns represent about 91.7% of Biosite common
stock.  All shares that were validly tendered and not withdrawn
have been accepted for purchase.

Inverness financed the Biosite tender offer, and expects to
finance the short-form merger, with cash and the proceeds from
a $1.05 billion first lien loan facility, consisting of a
$900 million term loan and a $150 million revolving credit line,
and a $200 million second lien term loan, both of which were
consummated on June 26, 2007.  The loan facilities were syndicated
by General Electric Capital Corporation and UBS Securities LLC.

Inverness' subsequent offering period expired at midnight, New
York City time, June 28, 2007, unless further extended.  During
this subsequent offering period, Biosite stockholders who did not
previously tender their shares into the offer may do so and will
promptly receive the same $92.50 per share cash consideration paid
during the initial offering period.  The guaranteed delivery
procedures may not be used during the subsequent offering period
and shares tendered during the subsequent offering period may not
be withdrawn.

After expiration of the subsequent offering period, Inverness
expects to complete the acquisition of Biosite through a short-
form merger under Delaware law in which shares of Biosite common
stock not purchased in the tender offer will be converted into the
right to receive $92.50 per share in cash, without interest.  
Pursuant to the merger, Biosite will become a wholly owned
subsidiary of Inverness and shares of Biosite's common stock will
cease to be traded on the Nasdaq Global Select Market.

In order to facilitate its purchase of Biosite shares, Inverness
accepted for purchase $150 million of its 8.75% senior
subordinated notes due 2012 pursuant to its previously disclosed
cash tender offer and consent solicitation.  Inverness has
scheduled to purchase the notes on June 28, 2007, for about
$164.1 million, which includes accrued interest.

                       Financial Advisors

UBS Investment Bank is acting as financial advisor to Inverness as
well as serving as dealer manager for the Biosite tender offer and
the Bond Tender.  Covington Associates is acting as financial
advisor to Inverness and Goldman, Sachs & Co. is acting as
financial advisor to Biosite.  Goodwin Procter LLP is serving as
legal counsel to Inverness in the Biosite and Bond Tenders, Foley
Hoag LLP is acting as counsel to Inverness in its credit
facilities and Cooley Godward Kronish LLP and Potter Anderson &
Corroon LLP are serving as legal counsel to Biosite.

                          About Biosite

Biosite Incorporated (NASDAQ: BSTE) -- http://www.biosite.com/--  
is a medical diagnostic company, provides immunoassay diagnostic
products for the diagnosis of critical diseases and conditions. It
markets immunoassay diagnostics in the areas of cardiovascular
disease, drug screening, and infectious diseases.

                      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.

                       *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and 'B-' subordinated debt ratings on Inverness Medical
Innovations Inc.  The ratings were removed from CreditWatch, where
they had been placed on April 10, 2007 with negative implications.  
The outlook is stable.


INVESTORS BANK: Moody's Lifts Strength Rating to B+ from B
----------------------------------------------------------
Moody's Investors Service upgraded the bank financial strength
rating (to B+ from B) and deposit ratings (to Aa1 from Aa3) of
Investors Bank and Trust Company, a wholly owned subsidiary of
Investors Financial Services Corporation.  Moody's rating action
reflects the acquisition of IFIN by State Street Corporation,
parent company of State Street Bank & Trust Company.  The
transaction is scheduled to close on July 2, 2007.  The rating
outlook is stable.

The rating action concludes a review which began on February 5,
2007.  According to Moody's, upon completion of the transaction,
IFIN will be merged into STT and IBTCO will be merged into State
Street Bank & Trust Company, STT's lead bank subsidiary.  With the
upgrade, IBTCO's ratings will mirror those of State Street Bank &
Trust Company.  The rating agency added that State Street Bank &
Trust Company's Aa1 deposit rating incorporates Moody's view of a
moderate probability of systemic support for the bank if
necessary.

Subsequent to the closing, Moody's will withdraw IBTCO's ratings,
as the bank will cease to exist as a separate legal entity.

A listing of the rating actions taken by Moody's:

Upgrades:

Issuer: Investors Bank & Trust Company

-- Bank Financial Strength Rating, Upgraded to B+ from B
-- Issuer Rating, Upgraded to Aa1 from Aa3
-- OSO Senior Unsecured OSO Rating, Upgraded to Aa1 from Aa3
-- Senior Unsecured Deposit Rating, Upgraded to Aa1 from Aa3

Outlook Actions:

Issuer: Investors Bank & Trust Company

-- Outlook, Changed To Stable from Rating under Review

Investors Bank and Trust Company, headquartered in Boston, MA, had
assets of $14 billion as of March 31, 2007.


J.P. MORGAN: Moody's Rates Class M10 Certificates at Ba1
--------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by J.P. Morgan Mortgage Acquisition Trust
2007-CH4, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by first lien adjustable-rate and
fixed- rate, subprime residential mortgage loans originated by JP
Morgan Chase Bank, National Association.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread, and
overcollateralization.  In addition, the ratings will benefit from
an interest-rate swap agreement provided by JPMorgan Chase Bank,
National Association.  Moody's expects collateral losses to range
from 4.45% to 4.95%.

JPMorgan Chase Bank, National Association will service the
mortgage loans.  Moody's assigned JPMorgan Chase Bank, National
Association its top servicer quality rating of SQ1 as a primary
servicer of subprime mortgage loans.

The complete rating actions are:

J.P. Morgan Mortgage Acquisition Trust 2007-CH4,

Asset-Backed Pass-Through Certificates, Series 2007-CH4

-- Cl. A1, Assigned Aaa
-- Cl. A2, Assigned Aaa
-- Cl. A3, Assigned Aaa
-- Cl. A4, Assigned Aaa
-- Cl. A5, Assigned Aaa
-- Cl. M1, Assigned Aa1
-- Cl. M2, Assigned Aa2
-- Cl. M3, Assigned Aa3
-- Cl. M4, Assigned A1
-- Cl. M5, Assigned A2
-- Cl. M6, Assigned A3
-- Cl. M7, Assigned Baa1
-- Cl. M8, Assigned Baa2
-- Cl. M9, Assigned Baa3
-- Cl. M10, Assigned Ba1


JACK IN THE BOX: Strong Performance Prompts S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Diego, California-based Jack in the Box Inc. to stable from
negative.
     
"The revision follows continued strong operating performance for
the quarter ended April 15, 2007, which resulted in lower leverage
and better cash flow protection measures," said Standard & Poor's
credit analyst Jackie Oberoi.
     
The ratings on Jack in the Box (including the 'BB-' corporate
credit rating) reflect leverage that improved to about 4.1x for
the 12 months ended April 15, 2007, from a high 4.5x after the
company's December 2006 $475 million term loan issuance.
     
"The company's financial policy has become increasingly
aggressive," said Ms. Oberoi, "as evidenced by this recent debt
issuance, the proceeds of which, along with some cash on hand,
were used to fund a $335 million Dutch tender share repurchase and
to retire existing bank loans."
     
Other rating factors include the company's participation in the
intensely competitive quick-service segment of the restaurant
industry.  These weaknesses are partially offset by the company's
strong regional presence and its generally good operating
performance.


JO-ANN STORES: Improved Performance Cues S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the ratings outlook on
the Hudson, Ohio-based Jo-Ann Stores Inc. to stable from negative.  
At the same time, S&P affirmed all the ratings, including the
corporate rating of 'B-'.
     
"The change in outlook reflects the company's improved operating
performance and debt reduction, primarily as a result of the new
management team's increased focus on merchandising and inventory
management," said Standard & Poor's credit analyst Charles Pinson-
Rose.
     
Jo-Ann is the largest retailer of fabrics in the U.S. and one of
the largest craft retailers.  The ratings reflect unfavorable
industry trends in the fabric industry, strong competition in the
crafts retailing industry, and a highly leveraged capital
structure, resulting in weak cash flow protection measures.


K-SEA TRANSPORTATION: Moody's Places B1 Rating under Review
-----------------------------------------------------------
Moody's Investors Service placed its B1 Corporate Family rating of
K-Sea Transportation Partners L.P. on review for possible
downgrade.  

The review was prompted by the announcement that K-Sea will be
purchasing Smith Maritime, Ltd. and Sirius Maritime LLC (both, not
rated) in separate transactions, for aggregate consideration of
approximately $205 million, $195 million of which will be
initially funded with debt.  The Speculative Grade Liquidity
Rating of SGL-3 is unaffected at this time.

The review of K-Sea's ratings will focus on the effect the
consolidation of the two targets will have on K-Sea's credit
profile with emphasis on K-Sea's long-term financing plans.  The
expected impact of ongoing master limited partnership
distributions and of the multi-year fleet modernization program on
cash flow generation will be a key consideration in the review as
will the long-term financing structure that K-Sea chooses to
replace the initial debt financing.

"Notwithstanding the potential for interest coverage and leverage
measures that could indicate a higher rating under potential long-
term financing options, the expectation of significantly negative
cash flow generation in upcoming periods due to the prioritization
of returns to shareholders under the MLP structure might result in
the rating being downgraded to B2," said Jonathan Root, Moody's
High Yield Shipping Analyst.  An all long-term debt financing
scenario could also result in a downgrade.  Debt to EBITDA would
likely increase and EBIT to Interest coverage would likely decline
to below 1.5 times from about 2.2 times at March 31, 2007.  Cash
flow generation would also likely remain weak due to the related
higher interest burden.

On Review for Possible Downgrade:

Issuer: K-Sea Transportation Partners L.P.

-- Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently B1

Outlook Actions:

Issuer: K-Sea Transportation Partners L.P.

-- Outlook, changed to rating under review from negative

K-Sea Transportation Partners, L.P., headquartered in East
Brunswick, New Jersey, is a leading provider of refined petroleum
product marine transportation, distribution and logistics services
in the U.S.


KEYSTONE AUTO: Poor Same-Store Sales Cues S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on auto
parts retailer Keystone Automotive Operations Inc. to negative
from stable.  "The revision reflects poor same-store sales growth,
a weak operating environment and a significant increase in
leverage," said Standard & Poor's credit analyst John Thieroff.
     
All ratings on the company, including the 'B' corporate credit
rating, were affirmed.
     
The ratings on Exeter, Pennsylvania-based Keystone reflect the
company's relatively small EBITDA base, high leverage, and
continued acquisition activity.  The company is a market leader in
the competitive, highly fragmented specialty equipment segment of
the automotive aftermarket industry, but this specialty equipment
segment represents a relatively small part of the total automotive
aftermarket industry, most of which consists of replacement parts.
     
Specialty equipment has historically grown at rates slightly
higher than those in the do-it-yourself and do-it-for-me
categories of the auto parts aftermarket sector.  "However, we
believe sales of specialty equipment are more sensitive to
decreasing disposable income levels than sales of replacement and
maintenance parts, which are necessary to keep automobiles
running," said Mr. Thieroff.


LASALLE COMMERCIAL: Fitch Holds B- Rating on $1.2MM Class M Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed LaSalle Commercial Mortgage Securities,
Inc. commercial mortgage pass-through certificates, series 2006-
MF3, as:

    -- $414.0 million class A at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $8.0 million class B at 'AA';
    -- $13.0 million class C at 'A';
    -- $8.0 million class D at 'BBB+';
    -- $3.7 million class E at 'BBB';
    -- $4.9 million class F at 'BBB-';
    -- $6.8 million class G at 'BB+';
    -- $2.5 million class H at 'BB';
    -- $1.9 million class J at 'BB-';
    -- $1.2 million class K at 'B+';
    -- $2.5 million class L at 'B';
    -- $1.2 million class M at 'B-'.

Fitch does not rate the $7.4 million class N certificates.

The affirmations are the result of minimal paydown since issuance
and minimal expected losses on the loans in special servicing.  
Currently there are eight loans (1.6%) in special servicing.  
Fitch expected losses will be absorbed by the non-rated class N
certificates.  As of the June 2007 distribution report, the
transaction has been reduced 3.7% to $475.1 million from
$493.4 million at issuance.

The largest loan in special servicing (0.3%) is secured by a
multifamily property in Arlington, Texas and is 90 days
delinquent. The special servicer is proceeding with foreclosure.

The second largest specially serviced loan (0.3%) is secured by a
multifamily property in Garland, Texas and is 90 days delinquent.
The special servicer is proceeding with foreclosure.

The third largest specially serviced loan (0.3%) is secured by a
multifamily property in Vancouver, Washington and is 60 days
delinquent. The special servicer is working with the borrower to
bring the loan current.


LE-NATURE'S INC: Chap. 11 Trustee, et al. Want Cases Continued
--------------------------------------------------------------
On May 31, 2007, the U.S. Bankruptcy Court for the Western
District of Pennsylvania ordered Le-Nature's Inc., its debtor-
affiliates, their counsel, the Chapter 11 Trustee, and other
parties-in-interest to show cause why the Debtors' cases should
not be dismissed.

The Court noted that the Debtors' cases are "serving a purpose to
secured creditors and has and will never serve any benefit to
unsecured creditors."

R. Todd Neilson, the Chapter 11 trustee appointed in the Debtors'
cases, gave the Court two options in lieu of dismissal of the
Debtors' cases.

The Trustee states that if the Court finds that the Joint Amended
Chapter 11 Plan of Liquidation filed by the Official Committee of
Unsecured Creditors, the Ad Hoc Committee of Secured Lenders, and
the Ad Hoc Committee of Senior Subordinated Noteholders is
confirmable, the Debtors' cases should proceed.  

If not, the Trustee asks the Court to consider Wachovia Bank,
National Association's motion to convert the Debtors' chapter 11
cases to chapter 7.

The Trustee also informed the Court that an asset purchase
agreement for a turnkey sale of the Debtors' Latrobe, Pa. bottling
plant and off-site warehouse is nearing completion.

In addition, the Trustee says he has received offer for the
Debtors' more than 8,000 individually packaged model trains in
their off-site warehouse.

The Trustee also says that more than 475 claims filed against the
Debtors have been examined to facilitate confirmation of the
proposed plan.

Gordon Brothers Industrial LLC and Harry Davis & Company also move
for the continuance of the Debtors' cases contending that
dismissal would impede the sale of the Debtors' assets and thus
hinder any recovery.

Gordon Brothers and Harry Davis serve as brokers for the sale of
the Debtors' Latrobe facility.

The brokerage firms disclose that they have been working
diligently to obtain purchasers for the assets and has advanced
costs they expected to be recovered from the proceeds of the sale.

Because of the number of parties involved having various secured
claims and the complications involved in allocating the sale
proceeds, and the protections that any prospective purchaser of
the assets would be seeking, the brokerage firms do not believe
that a sale of the assets can be accomplished except under Section
363 of the Bankruptcy Code.

For its part, the Ad Hoc Committee of Senior Subordinated
Noteholders asserts that dismissal of the Debtors' cases will ruin
the substantial progress made in the cases.

According to the Ad Hoc Committee, the resulting disruption and
dislocation of the dismissal will only benefit the potential
targets of the estate causes of action.

Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc. states that it shares the Court's
Frustration with the progress made to date in the Debtors' cases.

Notwithstanding the visible lack of progress in the Debtors' cases
to date and the significant administrative expenses that have
accrued, Merrill Lynch Capital does not believe that dismissal of
the cases is in the best interests of creditors.

Merrill Lynch Capital agrees with the brokerage firms that if the
cases are dismissed, the sale process that has been under way for
many months will likely halt.

In February 2007, Merrill Lynch Capital sought to convert the
Debtors' chapter 11 cases to chapter 7 because, among other
things, it was concerned about the exorbitant cost of
administering the cases in chapter 11.

Although Merrill Lynch Capital does not forego with the
dismissal of the cases, it does not take a position as to
whether the cases should be converted to chapter 7 at this
time.  Merrill Lynch Capital however reserves the right to
file supplemental papers regarding the conversion of the
cases to chapter 7.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices    
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LE-NATURE'S INC: Harbinger, et al. Commits $15MM Exit Facility
--------------------------------------------------------------
The Official Committee of Unsecured Creditors, the Ad Hoc
Committee of Secured Lenders, and the Ad Hoc Committee of
Senior Subordinated Noteholders in Le-Nature's Inc. and
its debtor-affiliates' chapter 11 cases tell the U.S. Bankruptcy
Court for the Western District of Pennsylvania that they received
a commitment letter from Harbinger Capital Partners Master Fund I,
Ltd., et al.

The commitment letter provides a first priority, senior secured
exit facility term loan for up to $15 millions.

                   Proposed Liquidation Plan

As reported in the Troubled Company Reporter on June 22, 2007, the
Committees filed with the Court their Joint Amended Chapter 11
Plan of Liquidation for the Debtors whose primary objectives are
to:

    -- liquidate the assets of the estates and prosecute causes of
       action;

    -- maximize the value of the ultimate recovery to all
       creditors on a fair and equitable basis, compared to the
       value they would receive if the assets of the Debtor was
       liquidated under chapter 7 of the Bankruptcy Code; and

    -- settle, compromise or otherwise dispose of certain disputes
       and claims.

                  Treatment of Claims

Under the Plan, Administrative, Priority Non-Tax and Fee Claims
will be paid in full, in cash.

Holders of Priority Tax Claims will receive, either:

     a. cash on the effective date of the Plan; or

     b. deferred cash payments in equal annual installments
        through the fifth anniversary of the Debtors' bankruptcy
        filing, plus interest at 6% per annum.

Lenders Secured Claims will receive, in full satisfaction,
settlement, release, and discharge of and in exchange for their
claims:

     a. tier one trust beneficial interest;

     b. additional tier one trust beneficial interest, as a
        result of the disallowance of any disputed claim; and

     c. all proceeds distributed under the terms of the Plan and
        the liquidation trust agreement.

Other Secured Claims holders will receive, in full satisfaction of
their claims, at the option of the Liquidation Trust:

    (a) payment in cash from proceeds from the sale or disposition
        of the collateral securing their claims, to the extent of
        the value of any holder's lien on the property;

    (b) surrender of the collateral securing their claims; or

    (c) other distributions as that will satisfy the requirements
        stated in Section 1129 of the Bankruptcy Code.

Subordinated Litigation Claims are entitled to:

    (a) a pro-rata share of the tier three trust beneficial
        interests;

    (b) additional pro-rate share of the tier three trust
        beneficial interests, as a result of the disallowance of
        any disputed claim in this class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

Interest Holders will receive:

    (a) Tier Four Trust Beneficial Interests;

    (b) additional pro-rate share of the Tier Four Trust
        Beneficial Interests, as a result of the disallowance of
        any Disputed Interest in this Class; and

    (c) all proceeds distributed pursuant to the terms of
        the Plan and the Liquidation Trust Agreement.

                         Unsecured Claims

The Plan Proponents disclose that Unsecured Claims are divided
into three sub-classes:

    * Lenders Unsecured Claims;
    * General Unsecured Claims; and
    * Unsecured Subordinated Notes Claims.

Under the Plan, Holders of Lenders Unsecured Claim will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) and additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of Turnover Enforcement
        of Unsecured Subordinated Notes Claims distributions; and

    (d) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

    (e) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

Creditors holding General Unsecured Claims will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement.

    (e) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

Holders of Unsecured Subordinated Notes Claims will receive:

    (a) Tier Two Trust Beneficial Interests;

    (b) an additional pro-rata share of the Tier Two Trust
        Beneficial Interests, as a result of disallowance of any
        Disputed Claim under this class;

    (c) all proceeds distributed pursuant to the terms of the Plan
        and the Liquidation Trust Agreement, provided, however,
        that the distributions will be deemed reallocated and
        distributed on account of Lenders Unsecured Claims, as a
        settlement of potential claims by Lenders for enforcement
        of contractual subordination provisions in Senior
        Subordinated Notes Indenture, in accordance with the
        "Turnover Enforcement."

    (d) a percentage of the proceeds of the TSI/Holdings Property
        to other holder of Unsecured Claims, subject to:

        i. used of the proceeds to fund the Initial Trust Funding
           and the Liquidation Trust Reserve; and

       ii. reallocation of the proceeds to holder of Unsecured
           Claims.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices    
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LEHMAN ABS: Moody's Assigns Low-B Ratings on Two Certificates
-------------------------------------------------------------
Moody's Investors Services assigned a Aaa rating to the senior
certificates issued by Lehman ABS Mortgage Loan Trust 2007-1, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime residential mortgage loans acquired by Lehman Brothers
Holdings Inc.  The collateral was originated by ResMae Mortgage
Corporation.  The ratings are based primarily on the credit
quality of the loans and on the protection against credit losses
provided by subordination, overcollateralization, and excess
spread.  The certificates also benefit from a swap agreement and a
cap agreement.  Moody's expects collateral losses to range from
5.90% to 6.40%.

Select Portfolio Servicing, Inc. and Aurora Loan Services LLC will
service the loans.  Aurora Loan Services LLC will also act as
master servicer.  Moody's assigned Select Portfolio Servicing,
Inc. a servicer quality rating of SQ2- as a primary servicer of
subprime residential mortgage loans.  Moody's has assigned Aurora
Loan Services LLC a servicer quality rating of SQ1- as a master
servicer.

The complete rating actions are:

Lehman ABS Mortgage Loan Trust 2007-1

Mortgage Pass-Through Certificates, Series 2007-1

-- Cl. 1-A1, Assigned Aaa
-- Cl. 2-A1, Assigned Aaa
-- Cl. 2-A2, Assigned Aaa
-- Cl. 2-A3, Assigned Aaa
-- Cl. 2-A4, Assigned Aaa
-- Cl. M1, Assigned Aa1
-- Cl. M2, Assigned Aa2
-- Cl. M3, Assigned Aa3
-- Cl. M4, Assigned A1
-- Cl. M5, Assigned A2
-- Cl. M6, Assigned A3
-- Cl. M7, Assigned Baa1
-- Cl. M8, Assigned Baa2
-- Cl. M9, Assigned Baa3
-- Cl. M10, Assigned Ba1
-- Cl. M11, Assigned Ba2


LEINER HEALTH: March 31 Balance Sheet Upside-Down by 137.1 Million
------------------------------------------------------------------
Leiner Health Products Inc.'s balance sheet listed total assets of
$378.6 million and total liabilities of $515.7 million, resulting
in a total stockholders' deficit of $137.1 million as of March 31,
2007.

Net sales for the fourth quarter 2007 were $175.2 million,
compared to $173.8 million for the same period in fiscal 2006, an
0.8% increase.  The company reported a net loss of $39.2 million
for the fourth quarter of fiscal 2007, compared to net income of
$0.4 million for the same period in fiscal 2006.  

The company's over-the-counter suspension and the Fort Mill
consolidation had a significant negative impact to its gross
margins and net income.  In addition to the $27.4 million OTC non-
cash inventory reserve, the company incurred a non-cash charge of
$16.5 million in the fourth quarter of fiscal 2007 for impairment
of assets related to the restructuring of the company's operations
at its Fort Mill, South Carolina facility and increased its
valuation allowance against its U.S. deferred tax assets by about
$14.5 million.

                        Fiscal 2007 Results

For fiscal 2007, net sales totaled $735.2 million compared to
$669.6 million in fiscal 2006, a 9.8% increase.  Fiscal year 2007
included an additional week compared to the prior fiscal year.  
Net sales increased by about $13 million due to this additional
week.  For fiscal 2007, the company recorded a net loss of
$22.3 million for the aforementioned reasons compared to a net
loss of $3.8 million in fiscal 2006.

Robert Kaminski, chief executive officer, commented, "An otherwise
excellent year was negatively impacted by our OTC issues.  Our
fiscal 2007 sales were strong, with robust demand for our VMS
products, specifically multivitamins, CoQ10 and fish oil products.  
The company has challenged itself to react to the OTC situation in
a way that enables us to preserve our core franchise while
emerging as a best-in-class, highest quality OTC and VMS supplier
of store brand products.  We believe our recent actions position
Leiner for long-term leadership in the markets we serve."

                      About Leiner Health

Leiner Health Products Inc. -- http://www.leiner.com/--  
headquartered in Carson, California, manufactures store brand
vitamins, minerals, and nutritional supplements and supplies over-
the-counter pharmaceuticals in the food, drug, mass merchant and
warehouse club (FDMC) retail market, as measured by retail sales.  
Leiner provides nearly 50 FDMC retailers with over 3,000 products
to help its customers create and market high quality store brands
at low prices. It also is the largest supplier of vitamins,
minerals and nutritional supplements to the US military.  Leiner
markets its own brand of vitamins under YourLifer.  In 2006,
Leiner distributed more than 31 billion doses that help offer
consumers high quality, affordable choices to improve their health
and wellness.

                       *     *     *

As reported in the Troubled Company Reporter on June 13, 2007,
Standard & Poor's Ratings Services said that the ratings on
Leiner Health Products Inc., including the 'B-' corporate credit
rating, would remain on CreditWatch with negative implications.


LOEHMANN'S HOLDINGS: S&P Cuts Corporate Credit Rating to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Loehmann's Holdings Inc. to 'B-'
from 'B'.  At the same time, S&P lowered to 'CCC' from 'CCC+' the
rating on subsidiary Loehmann's Capital Corp.'s $100 million
senior secured notes due 2011.
      
"The downgrade reflects a moderate decline in operating margins
and a deterioration in credit protection metrics," said Standard &
Poor's credit analyst David Kuntz.  The outlook is stable.
     
The ratings on Loehmann's reflect its participation in the highly
competitive off-price apparel retailing market, small cash flow
base, inconsistent operating history, and high debt leverage.  The
company is an off-price retailer of upscale women's fashion
apparel, accessories and shoes, men's apparel, and furnishings.  
It operates 65 stores in major metropolitan areas in 16 states and
the District of Columbia.
     
Loehmann's faces competition from a number of retailers, including
traditional department stores and off-price and discount
retailers.  In addition, many department stores and brands have
their own off-price outlets.  Loehmann's continues to struggle as
department stores have increased their promotional activity and
lowered prices.
     
Loehmann's performance has been in decline in the past few years.  
Recent results have been below expectations, and S&P expect
continued near-term softness before operations begin to stabilize.  
Although the company is able to generate top-line sales growth,
much of this has come from new stores.  Same-store sales declined
7.4% in the first quarter ended May 5, 2007, from the prior year.  
Operating margins have declined to the mid-11% area from the mid-
13% area a year earlier due to costs associated with new-store
openings.


MERRILL LYNCH: Fitch Cuts Rating on 2005-HE1 Class B5 Certs. to B+
------------------------------------------------------------------
Fitch has taken rating these rating actions on the Merrill Lynch
Mortgage Investors Trust mortgage pass-through certificates:

Merrill Lynch Mortgage Investors, series 2005-HE1

    -- Classes A-1A, A-1B, A-2B, A-2C affirmed at 'AAA';
    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class B1 affirmed at 'BBB+';
    -- Class B2 affirmed at 'BBB';
    -- Class B3 affirmed at 'BBB-';

    -- Class B4 affirmed at 'BB+', and removed from Rating Watch
       Negative;

    -- Class B5 downgraded to 'B+' from 'BB' and removed from
       Rating Watch Negative.

Merrill Lynch Mortgage Investors, series 2005-HE2

    -- Classes A-1A, A-1B, A-2A, A-2B, A-2C affirmed at 'AAA';

The underlying collateral for the transactions listed above
consists of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties extended to subprime borrowers.  All of the mortgage
loans were originated or acquired by various originators and
subsequently purchased by Merrill Lynch Mortgage Capital, Inc.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $355.3 million of outstanding certificates.

The downgraded B-5 class of Series 2005-HE1 reflects the
deterioration in the relationship of CE to future loss
expectations and affects approximately $3.1 million of outstanding
certificates.  As of the June 2007 remittance period the
overcollateralization of the trust is below the target amount and
has experienced several months in the past year of OC
deterioration.  The deteriorating relationship of losses to excess
spread in the trusts has put negative pressure on the subordinate
B-5 bond.

The servicer for the aforementioned transactions is Wilshire
Credit. Corp. (rated 'RPS2' by Fitch).


MERRILL LYNCH: Fitch Rates $1.6 Mil. 2007-2 Class B-2 Certs. at B
-----------------------------------------------------------------
Fitch rates Merrill Lynch Mortgage Backed Securities Trust, Series
2007-2, residential mortgage pass-through certificates, as:

    -- $619.2 million classes I-A1, I-A2, and X-A 'AAA' (senior
       certificates);

    -- $14.2 million class M-1 'AA';

    -- $4.8 million class M-2 'A';

    -- $2.6 million class M-3 'BBB';

    -- $1.9 million non-offered class B-1 'BB';

    -- $1.6 million non-offered class B-2 'B';

The 'AAA' rating on the senior certificates reflects the 4.15%
subordination provided by the 2.20% M-1, the 0.75% class M-2, the
0.40% class M-3, the 0.30% non-offered class B-1, the 0.25% non-
offered class B-2, and the 0.25% non-offered and non-rated class
B-3.  Fitch believes the above credit enhancement will be adequate
to support mortgagor defaults, as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, the
strength of the legal and financial structures, and the
capabilities of Wells Fargo Bank, N.A. as master servicer (rated
'RMS1' by Fitch).

The mortgage pool consists primarily of 1,058 recently originated,
adjustable rate, conventional, first lien, one - to four-family,
residential mortgage loans, a substantial majority of which have
original terms to maturity of 30 years.  As of the cut-off date
(June 1, 2007), the pool had an aggregate principal balance of
approximately $647,707,211.  The average loan balance is $612,200,
and the weighted average original loan-to-value ratio for the
mortgage loans in the pool is approximately 72.81%.  The weighted
average FICO credit score for the pool is approximately 741. Cash-
out and rate/term refinance loans represent 19.12% and 13.89% of
the pool, respectively.  Second and investor-occupied homes
account for 10.35% and 3.12% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (50.97%), Florida (8.01%), and Virginia (3.83%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  

The loans were purchased by Taberna Realty Holdings Trust, which
were subsequently sold to Merrill Lynch Mortgage Investors, Inc.
Merrill Lynch Mortgage Investors, Inc. deposited the loans in the
trust, which issued the notes.  The trust fund will be
characterized as one or more taxable mortgage pools for federal
income tax purposes.  The trust fund will be treated as a
qualified REIT subsidiary, however, and accordingly will not be
subject to federal income taxation as a corporation, as long as
100% of the equity securities are owned by a single REIT.  HSBC
Bank USA, National Association, will act as trustee.


MERRILL LYNCH: Fitch Cuts Rating on 2006-SL2 Class B2 Certs. to B
-----------------------------------------------------------------
Fitch has taken rating action on these classes from Merrill Lynch
Mortgage Investors Trust, series 2006-SL2:

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 rated 'BBB-', placed on Rating Watch Negative;

    -- Class B1 downgraded to 'B+' from 'BB+', placed on Rating
       Watch Negative;

    -- Class B2 downgraded to 'B' from 'BB', placed on Rating
       Watch Negative.

The underlying collateral for the transactions listed above
consists of fixed-rate, closed-end, second lien residential
mortgage loans on one- to four-family residential.  The mortgage
loans were originated or acquired by various originators and
subsequently purchased by Merrill Lynch Mortgage Capital, Inc.

The affirmations affect approximately $163.6 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affect $10.86 million in
outstanding certificates.

The trust, seasoned 10 months, has experienced losses in the sum
of approximately $6.75 million in the past three months which has
depleted the OC amount.  The credit support provided by the OC to
the most subordinate class has decreased from 6.45% to 4.44% in
three months.  This has put negative pressure on the subordinate
bonds affecting classes B up to M-9.  If the high rate of losses
continue, further rating action may be necessary.

The servicer for all of the above transactions is Wilshire Credit
Corporation, rated 'RPS1' by Fitch.


MORGAN STANLEY: Moody's Assigns Low-B Ratings on Two Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Morgan Stanley ABS Capital I Inc. Trust
2007-NC4 and ratings ranging from A2 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate (79%) and fixed-rate (21%), subprime
mortgage loans acquired by Morgan Stanley Mortgage Capital
Holdings LLC.  The ratings are based primarily on the credit
quality of the loans and on protection against credit losses by
subordination, excess spread, and overcollateralization.  The
Class A certificates will benefit from certificate insurance
policy issued by Financial Guaranty Insurance Company.  The
ratings also benefit from the interest-rate swap provided by
Morgan Stanley Capital Services Inc.  Moody's expects collateral
losses to range from 8.10% to 8.60%.

Saxon Mortgage Services, Inc will service the loan pool.  Wells
Fargo Bank, National Association, will be the master servicer.
Moody's assigned Saxon its servicer quality rating of SQ2+ as a
servicer of subprime mortgage loans.  Moody's assigned Wells Fargo
Bank, National Association, its top servicer quality rating of SQ1
as a master servicer of residential mortgage loans.

The complete rating actions are:

Morgan Stanley ABS Capital I Inc. Trust 2007-NC4

Mortgage Pass-Through Certificates, Series 2007-NC4

-- Cl. A-1, Assigned Aaa
-- Cl. A-2a, Assigned Aaa
-- Cl. A-2b, Assigned Aaa
-- Cl. A-2c, Assigned Aaa
-- Cl. A-2d, Assigned Aaa
-- Cl. M-1, Assigned A2
-- Cl. M-2, Assigned A3
-- Cl. B-1, Assigned Baa1
-- Cl. B-2, Assigned Baa1
-- Cl. B-3, Assigned Baa3
-- Cl. B-4, Assigned Ba1
-- Cl. B-5, Assigned Ba2


MORTGAGE ASSET: Fitch Lowers on 2005-FRE1 Class M-10 Certs. to B
----------------------------------------------------------------
Fitch Ratings has downgraded one class, placed two classes on
Rating Watch Negative and affirmed 45 classes of mortgage pass-
through certificates from the Mortgage Asset Securitization
Transactions Asset Back Securities Trust securitizations:

Series 2004-HE1

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

Series 2004-WMC2

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

Series 2005-FRE1

    -- Classes A-1 through A-5 affirmed at 'AAA';
    -- Class M-1 affirmed at 'AA+';
    -- Class M-2 affirmed at 'AA';
    -- Class M-3 affirmed at 'AA-';
    -- Class M-4 affirmed at 'A+';
    -- Class M-5 affirmed at 'A';
    -- Class M-6 affirmed at 'A-';
    -- Class M-7 affirmed at 'BBB+';
    -- Class M-8 rated 'BBB', placed on Rating Watch Negative;
    -- Class M-9 rated 'BBB-', placed on Rating Watch Negative;
    -- Class M-10 downgraded to 'B' from 'BB+'.

Series 2006-NC1

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

The affirmations, affecting approximately $1.5 billion of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.  The
downgrade, affecting approximately $8.4 million of the outstanding
certificates, is taken as a result of deterioration in the
relationship between CE and expected loss.  The Rating Watch
Negative affects approximately $24 million of the outstanding
certificates.

Series 2005-FRE1, class M-10 was originally placed on Rating Watch
Negative in January 2007.  Over the last five months, losses have
exceeded excess spread and, as a result, eroded the OC below
target.  As of the June 2007 remittance date, the OC is $3.1
million below the target of $21.1 million.  The OC as a percent of
the current balance is 2.6% ($18 million).  The cumulative loss as
a percentage of the original collateral balance is 0.76% and the
60+ DQ as a percentage of the current collateral balance is 18.2%.  
Losses are expected to continue to exceed excess spread.

The collateral of the above transactions primarily consists of
conforming and non-conforming, fixed-rate and adjustable-rate
subprime mortgage loans secured by first and second liens on
residential properties.  The mortgages collateralizing series
2004-HE1 were originated by various originators and, at issuance,
over 68% of the mortgages were covered by deep mortgage insurance
policies provided by Mortgage Guaranty Insurance Corp.  The
transaction is master serviced by Wells Fargo Home Mortgage, Inc.
(rated 'RPS1' by Fitch).  The mortgages collateralizing series
2004-WMC2 were originated or acquired by WMC and are serviced by
HomEq Servicing Corp. (rated 'RPS1').  The mortgages
collateralizing series 2005-FRE1 were originated or acquired by
Fremont Investment and Loan and are serviced HomEq Servicing Corp.  
The mortgages collateralizing series 2006-NC1 were originated or
acquired by New Century Mortgage Corp. and are also serviced by
HomEq Servicing Corp.


MTR GAMING: Selling Binion's Hotel to TLC Casino for $32 Mil. Cash
------------------------------------------------------------------
MTR Gaming Group Inc. has entered into a definitive agreement with
TLC Casino Enterprises Inc. to sell Binion's Gambling Hall & Hotel
in Las Vegas, Nevada, for $32 million in cash.  

TLC Casino Enterprises Inc., which is controlled by Terry Caudill,
also owns the Four Queens Hotel & Casino in Downtown Las Vegas.  
The transaction is subject to customary conditions, including the
approval of the Nevada Gaming Commission and the City of Las
Vegas, and purchase price adjustments based on changes in net
working capital and certain capital expenditures between execution
and closing.

While certain due diligence items remain outstanding, the closing
is expected to take place after the receipt of all required
regulatory approvals, which the buyer must obtain within six
months after the execution of the agreement.  The buyer intends to
retain the property's employees after the closing.

MTR purchased Binion's from an affiliate of Harrah's Entertainment
Inc. in March 2004 for $20 million and simultaneously purchased a
parcel of land for $1.8 million that was previously ground leased.
MTR has disputed a claim that Harrah's is entitled to a $5 million
purchase price increase.

"While the company has enjoyed working with the employees, the
Nevada gaming regulators, and Harrah's to reopen this legendary
property, the company believes it is now in the company's best
interest to concentrate its efforts and resources," Edson R. (Ted)
Arneault, MTR's chairman, president and CEO, stated.  "Terry
Caudill has a proven track record in Downtown Las Vegas with the
Four Queens, and the company believes that Binion's and its
employees will benefit from his stewardship."

Rock Creek Capital Advisors is acting as financial advisor to TLC
Casino Enterprise, Inc. and Lazard is acting as financial advisor
to MTR Gaming Group.

In addition, MTR executed an employment agreement for a two-year
period commencing as of Jan. 1, 2007 with Kenneth Zern, who was
appointed the company's chief accounting officer effective Aug. 1,
2006.
Mr. Zern joined the company in June 2004 as the financial
controller of Mountaineer Park Inc., a wholly owned subsidiary of
the company.

                         About MTR Gaming

Headquartered in Chester, West Virginia, MTR Gaming Group Inc.
(NasdaqGS:MNTG) -- http://www.mtrgaming.com/-- owns and operates  
the Mountaineer Race Track & Gaming Resort in Chester, West
Virginia; Scioto Downs in Columbus, Ohio; the Ramada Inn and
Speedway Casino in North Las Vegas, Nevada; Binion's Gambling Hall
& Hotel in Las Vegas, Nevada; and holds a license to build Presque
Isle Downs, a thoroughbred racetrack with pari-mutuel wagering in
Erie, Pennsylvania.  The company also owns a 50% interest in the
North Metro Harness Initiative LLC, which has a license to
construct and operate a harness racetrack and card room outside
Minneapolis, Minnesota and a 90% interest in Jackson Trotting
Association LLC, which operates Jackson Harness Raceway in
Jackson, Michigan.

                           *     *     *

Moody's Investors Service assigned B1 corporate family rating to
MTR Gaming Group Inc.


MYERS INDUSTRIES: S&P Junks Rating on Proposed $265 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating on Akron, Ohio-based Myers Industries Inc.  At the
same time, Standard & Poor's assigned its 'B+' bank loan rating
and '2' recovery rating to its proposed $535 million first-lien
term loan and $150 million first-lien revolving credit facility.  
S&P also assigned its 'CCC+' rating to the proposed $265 million
Rule 144A for life senior subordinated notes maturing in 2017.  
The outlook is stable.
     
"The ratings on Myers Industries reflect the company's highly
leveraged financial risk profile, marked by high debt balances,
which more than offset its leading positions in some niche
markets, and good end-market diversity," said Standard & Poor's
credit analyst Robert Wilson.
     
Myers Industries is a public company that Goldman Sachs Capital
Partners has signed a definitive agreement to acquire in an LBO.  
With about $1 billion in pro forma 2007 sales, Myers is a leading
manufacturer of polymer products, and is North America's largest
distributor of tire repair supplies and equipment.  The company
competes in four segments: Lawn & Garden, Material Handling,
Distribution of tire repair and under vehicle repair products, and
Auto & Custom.  Myers has leading positions in most of its end
markets, good brand recognition, and a reputation for quality.
However, its overall revenue base remains cyclical, and the
company has limited geographic diversity, particularly with the
recent sale of its low-margin European Material Handling segment.  
Myers also operates in highly competitive price environments and
remains exposed to commodity price increases, particularly for
plastic resins.


OGLEBAY NORTON: Annual Shareholders Meeting Set for Sept. 24
------------------------------------------------------------
Oglebay Norton Company has scheduled its Annual Meeting of
Shareholders for September 24, 2007.

Additional details about time and place will be announced in the
future.

Oglebay Norton Company filed a Form 15 with the U.S. Securities
and Exchange Commission and filed to deregister its stock.  As a
result, the company shares are not registered with the SEC and any
previously filed and provided prospectus is no longer active or
current and cannot be used.  The company is not obligated to and
will not voluntarily comply with periodic reporting requirements
for registrants under the Securities Exchange Act of 1934.

Based in Cleveland, Ohio, Oglebay Norton Company (OGBY.PK) --
http://www.oglebaynorton.com/-- provides essential minerals and  
aggregates to a broad range of markets, from building materials
and environmental remediation to energy and industrial
applications.

                        *     *     *

The company continues to carry Standard & Poor's B Credit Rating.  
That rating was assigned on June 28, 2006.  S&P says that rating
outlook is stable.


OMI CORP: Moody's Withdraws Ba3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service withdrew the Corporate Family and Senior
Unsecured debt ratings of OMI Corporation.

The withdrawal was due to OMI's announcement on June 27, 2007 that
all of the $200 million of its 7.625% Senior Unsecured Notes due
2013 have been tendered pursuant to the tender offer for the notes
initiated on June 13, 2007.  OMI has no other rated debt
outstanding.

Outlook Actions:

Issuer: OMI Corporation

-- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: OMI Corporation

-- Corporate Family Rating, Withdrawn, previously rated Ba3

-- Senior Unsecured Regular Bond/Debenture, Withdrawn, previously
    rated B1

OMI Corporation (formerly known as Omaha, Inc.) is a corporation
organized under the laws of the Republic of The Marshall Islands
and a jointly owned subsidiary of Teekay Corporation (Ba2 CFR,
Negative outlook) and A/S Dampskibsselskabet TORM (not rated).
Omaha, Inc. was formed for the purpose of acquiring OMI
Corporation, a leading seaborne transporter of crude oil and
refined petroleum products in international shipping markets.


PACIFIC LUMBER: Scopac Taps Greenfield Advisors as Appraisers
-------------------------------------------------------------
Scotia Pacific Company LLC seeks the authority of the United
States Bankruptcy Court for the Southern District of Texas to  
hire Greenfield Advisors LLC as its real estate appraisers.

Greenfield Advisors' team of PhDs, MBAs and MAs have experience
with the most complex valuation analysis problems, and have
particular expertise in the valuation of "trophy" properties
including high-amenity natural resource properties such as
timberlands, Scopac notes.  In connection with its valuation
work, Greenfield Advisors also has substantial experience
providing litigation support and expert testimony as valuation
experts.

John A. Kilpatrick, president and managing member of Greenfield
Advisors, relates that his firm appraised the value of the
Marbled Murrelet Conservation Areas within Scopac's Timberlands.

In connection with its prior services for Scopac, Greenfield
Advisors has become familiar with and extremely knowledgeable
about Scopac's current appraisal needs.

As Scopac's real estate appraisers, Greenfield Advisors will
update its previous appraisal work related to the MMCAs and other
parcels of Scopac's Timberlands.

Greenfield Advisors may issue a final appraisal report providing
its expert opinion on the fair market values of Scopac's assets
and the MMCAs.

Scopac will pay for Greenfield Advisors' services based on the
firm's hourly rates:

    Professional                         Hourly Rates
    ------------                         ------------
    Dr. John Kilpatrick, Ph.D.               $600
    Project Leader Dr. Bill Mundy            $500
    Senior Analyst                       $110 - $350
    Research Analyst                      $50 - $150
    Office and Field Staff                $25 - $100

Dr. Kilpatrick relates that Scopac has paid Greenfield Advisors
approximately $156,730 for services rendered and expenses
incurred in connection with the MMCAs.

Greenfield Advisors is a "disinterested person" as that term is
defined in Sections 101(14) and 1107(b) of the Bankruptcy Code,
Dr. Kilpatrick assures the Court.

                       About Pacific Lumber

Headquartered in Oakland, Calif., The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several   
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jeffrey L. Schaffer, Esq.,
William J. Lafferty, Esq., and Gary M. Kaplan, Esq., at Howard
Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation
is Pacific Lumber's lead counsel.  Nathaniel Peter Holzer, Esq.,
Harlin C. Womble, Jr. , Esq., and Shelby A. Jordan, Esq., at
Jordan Hyden Womble Culbreth & Holzer PC, is Pacific Lumber's co-
counsel.  Kathryn A. Coleman, Esq., and Eric J. Fromme, Esq., at
Gibson, Dunn & Crutcher LLP, acts as Scotia Pacific's lead
counsel.  John F. Higgins, Esq., and James Matthew Vaughn, Esq.,
at Porter & Hedges LLP, is Scotia Pacific's co-counsel.

When Pacific Lumber filed for protection from its creditors, it
estimated assets and debts of more than $100 million.  Scotia
Pacific listed total assets of $932,000,000 and total debts of
$765,978,335.  The Debtors' exclusive period to file a chapter 11
plan expires on Sept. 18, 2007, as extended.  The Debtors'
exclusive period to solicit acceptances of that plan expires on
Nov. 19, 2007.  (Scotia/Pacific Lumber Bankruptcy News, Issue
No. 19, http://bankrupt.com/newsstand/or 215/945-7000).  


PAETEC HOLDING: Prices $300 Mil. Offering of 9.5% Senior Notes
--------------------------------------------------------------
PAETEC Holding Corp. has priced $300 million principal amount of
its 9.5% Senior Notes due 2015 through 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 of 1933.

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

The closing of the offering is expected to occur on July 10, 2007,
subject to the satisfaction of customary closing conditions.

                       About Paetec Holding

Headquartered in Fairport, New York, PAETEC Holding Corp. (NASDAQ:
PAET) -- http://www.paetec.com/-- fka US LEC Corp. is a full  
service provider of Internet protocol, 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.

                       *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Standard & Poor's Ratings Services revised its outlook on PAETEC
Holding Corp. to positive from stable.  At the same time, S&P
assigned a 'CCC+' rating to PAETEC's proposed $300 million senior
unsecured notes due 2015.  All existing ratings are affirmed,
including the 'B' corporate credit rating.
      
As reported in the Troubled Company Reporter on June 25, 2007,
Moody's Investors Service assigned a Caa1 rating to the proposed
$300 million senior unsecured note offering at PAETEC Holding
Corp. and affirmed PAETEC's B2 corporate family rating.  PAETEC
will use the net proceeds of the offering and cash on hand to
repay $300 million of its existing 1st lien term loan.  Due to the
proposed changes in the capital structure, Moody's has also
upgraded PAETEC's 1st lien credit facility to Ba3.  The outlook is
stable.


PETRA CRE: Fitch Rates $32.5 Mil. Class K Deferrable Notes at B
---------------------------------------------------------------
Fitch has assigned these ratings to Petra CRE CDO 2007-1, Ltd. and
Petra CRE CDO 2007-1, Corp.:

    -- $400,000,000 class A-1 senior secured floating-rate term
       notes due 2047 'AAA';

    -- $133,750,000 class A-2 second priority senior secured
       floating-rate term notes due 2047 'AAA';

    -- $76,750,000 class B third priority floating-rate term notes
       due 2047 'AA';

    -- $57,500,000 class C fourth priority floating-rate
       deferrable interest term notes due 2047 'A+';

    -- $25,500,000 class D fifth priority floating-rate deferrable
       interest term notes due 2047 'A';

    -- $22,000,000 class E sixth priority floating-rate deferrable
       interest term notes due 2047 'A-';

    -- $33,000,000 class F seventh priority floating-rate
       deferrable interest term notes due 2047 'BBB+';

    -- $20,000,000 class G eighth priority floating-rate
       deferrable interest term notes due 2047 'BBB';

    -- $26,500,000 class H ninth priority floating-rate deferrable
       interest term notes due 2047 'BBB-';

    -- $42,500,000 class J tenth priority floating-rate deferrable
       interest term notes due 2047 'BB';

    -- $32,500,000 class K eleventh priority floating-rate
       deferrable interest term notes due 2047 'B';


PLEASANT CARE: Court Okays Paul Delano Wolf as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Pleasant Care Corporation and its debtor-affiliates authority
to employ the Law Offices of Paul Delano Wolf as their special
regulatory counsel effective March 22, 2007.

The firm is expected to represent the Debtors with respect to
matters involving the Bureau of Medical Fraud & Elder Abuse and
the Office of Inspector General of the Department of Health and
Human Services as well as with matters relating to potential or
actual criminal matters.

The firm's professionals charge these rates for their services:

           Position               Hourly Rate
           --------               -----------
           Attorneys                 $350
           Associates             $225 - $275
           Paralegals                 $75

Prior to their bankruptcy filing, the Debtors paid the firm
$230,145 for the prepetition legal services the firm rendered
to the Debtors.

Mr. Paul Delano Wolf assures the Court that his firm does not
hold any interest adverse to the Debtors' estate.

Based in La Canada, California, Pleasant Care Corporation and
its affiliates -- http://www.pleasantcare.com/-- provide nursing  
home care.  The company and four of its affiliates filed for
chapter 11 protection on March 22, 2007 (Bankr. C.D. Calif.
Lead Case No. 07-12312).  Ron Bender, Esq., Monica Y. Kim, Esq.,
and Jacqueline L. Rodriguez, Esq., at Levene, Neale, Bender,
Rankin & Brill LLP, represent the Debtors.  Samuel R. Maizel,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts between $1 million and $100 million.


PRIMEDIA INC: Commences Cash Tender Offer for Three Notes
---------------------------------------------------------
PRIMEDIA Inc. has commenced cash tender offers to repurchase all
of its outstanding:

    * Senior Floating Rate Notes due 2010 (CUSIP No. 74157KAL5),
    * 8-7/8% Senior Notes due 2011 (CUSIP No. 74157KAF8) and
    * 8% Senior Notes due 2013 (CUSIP No. 74157KAJ0).  

In connection with the tender offers, the company is soliciting
consents to amend each of the indentures governing the Notes.  The
tender offers and related consent solicitations were made in
connection with the sale by the company of PRIMEDIA Enthusiast
Media Inc. to Source Interlink Companies Inc.  

The tender offers and consent solicitations were made upon the
terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated June 27, 2007, and the
related Consent and Letter of Transmittal.  As of June 27, 2007,
there was $122.5 million principal amount of Floating Rate Notes
outstanding, $410 million principal amount of 2011 Notes
outstanding and $294.8 million principal amount of 2013 Notes
outstanding.

Holders who validly tender their Notes and deliver their consents
to the proposed amendments on or prior to 5:00 p.m., New York City
time, on July 12, 2007, unless extended or earlier terminated,
will be eligible to receive the applicable total consideration to
the applicable series of Notes, which includes a consent payment
equal to $30 per $1,000 principal amount of the tendered Notes.

Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Payment Deadline.  The tender offers
will expire at midnight, New York City time, on Aug. 2, 2007,
unless extended or earlier terminated.  Holders of Notes who
tender their Notes after the Consent Payment Deadline and on or
before the expiration date will be eligible to receive only the
applicable tender offer consideration, which is the applicable
total consideration minus the consent payment per $1,000 principal
amount of Notes.

The total consideration for each $1,000 principal amount of the
Floating Rate Notes validly tendered and not withdrawn pursuant to
the tender offer for such Notes is $1,030 and the total
consideration for each $1,000 principal amount of the 2011 Notes
validly tendered and not withdrawn pursuant to the tender offer
for such Notes is $1,029.58.  

The total consideration for each $1,000 principal amount of the
2013 Notes validly tendered and not withdrawn pursuant to the
tender offer for such Notes is the price equal to the sum of the
present value, determined in accordance with standard market
practice, on the scheduled initial payment date of $1,040, which
is the initial redemption price for the 2013 Notes, on May 15,
2008, plus the present value on the scheduled initial payment date
of any interest that would accrue from the last interest payment
date prior to the scheduled initial payment date to May 15, 2008,
less accrued and unpaid interest from the last interest payment
date to the scheduled initial payment date.  

The present value of the 2013 Notes will be determined on the
basis of a yield to such First Redemption Date equal to the sum
of (x) the yield to maturity on the 3.75% U.S. Treasury Note due
May 15, 2008, as calculated by Goldman, Sachs & Co. and Lehman
Brothers Inc., in accordance with standard market practice, based
on the bid-side price for such reference security as of
11:00 a.m., New York City time, on the Price Determination Date,
and (y) the applicable spread of 50 basis points.  The company
expects that the Price Determination Date will be 11:00 a.m., New
York City time, on July 20, 2007, unless extended by the company
in its sole discretion.

Holders of Notes that are accepted for payment will be paid
accrued and unpaid interest up to, the applicable payment date for
Notes purchased in the tender offer for such Notes.

In connection with the tender offers, the company is soliciting
consents to proposed amendments to the indentures governing Notes,
which would eliminate substantially all of the restrictive
covenants contained in the indentures and the Notes, eliminate
certain events of default, modify covenants regarding mergers and
consolidations, and modify or eliminate certain other provisions,
including certain provisions relating to defeasance, contained in
the indentures and the Notes.  Holders may not tender their Notes
without also delivering consents or deliver consents without also
tendering their Notes.

The company expects to pay for Notes that have been validly
tendered and not withdrawn prior to the Consent Payment Deadline
and that are accepted for payment, promptly following the date on
which all conditions to the tender offers have been satisfied or
waived.  For Notes that have been validly tendered after the
Consent Payment Deadline and that are accepted for payment, the
company will make payment promptly after the tender offer
expiration date.

The tender offer and consent solicitation for each series of Notes
is conditioned on the satisfaction or waiver of certain conditions
including:

   -- the tender on or prior to the Consent Payment Deadline of
      Notes representing a majority of the principal amount of
      such Notes outstanding;

   -- the execution by the trustee of the supplemental indentures
      implementing the proposed amendments following receipt of
      the requisite consents; and

   -- all of the conditions precedent to the sale of PRIMEDIA
      Enthusiast Media Inc. satisfied or waived and the closing of
      the sale having occurred or occurring substantially
      concurrently with the first payment date.

The company has retained Goldman, Sachs & Co. and Lehman Brothers
Inc. to act as the Dealer Managers for the tender offers and
Solicitation Agents for the consent solicitations.  Questions
regarding the tender offers and the consent solicitations should
be directed to Goldman, Sachs & Co. at (877) 686-5059 (toll-free)
or (212) 902-9077 (collect) or Lehman Brothers Inc. at (800) 438-
3242 (toll-free) or (212) 528-7581 (collect).

Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent, which can be
contacted at (212) 430-3774 (for banks and brokers only) or (866)
924-2200 (for all others toll free).

                        About PRIMEDIA Inc.

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

                          *     *     *

Moody's Investor Service assigned 'B2' senior secured debt and
corporate family ratings to Primedia Inc. on Sept. 2005.


R.J. GATORS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: R.J. Gators, Inc.
             609 North Hepburn Avenue, Suite 103
             Jupiter, Fl 33458

Bankruptcy Case No.: 07-14954

Type of business: The Debtors own and operates casual dining
                 restaurants.  See http://www.rjgators.com/

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.J. Gators of Palm Beach Gardens,         07-14956
        II, Inc.

        R.J. Gators of Vero Beach, Inc.            07-14957

        R.J. Gators Franchise Systems, Inc.        07-14959

        R.J. Gators of Okeechobee, Inc.            07-14960

        R.J. Gators of Jupiter, Inc.               07-14961

        R.J. Gators of Stuart, Inc.                07-14962

        R.J. Gators of Boynton Beach, Inc.         07-14965

        R.J. Gators of Fort Pierce, Inc.           07-14966

        R.J. Gators Management, Inc.               07-14693

Chapter 11 Petition Date: June 26, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman, Jr.

Debtors' Counsel: Bradley S. Shraiberg, Esq.
                  Kluger, Peretz, Kaplan & Berlin, P.L.
                  2385 Northwest Executive Center, Drive 300
                  Boca Raton, FL 33431
                  Tel: (561) 961-1830

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
R.J. Gators, Inc.           $1 million to          $1 million to
                            $100 million           $100 million

R.J. Gators of Palm Beach   $1 million to          $1 million to
Gardens, II, Inc.           $100 million           $100 million

R.J. Gators of Vero Beach,  $1 million to          $1 million to
Inc.                        $100 million           $100 million

R.J. Gators Franchise       $1 million to          $1 million to
Systems, Inc.               $100 million           $100 million

R.J. Gators of Okeechobee,  $1 million to          $1 million to
Inc.                        $100 million           $100 million

R.J. Gators of Jupiter,     $1 million to          $1 million to
Inc.                        $100 million           $100 million

R.J. Gators of Stuart,      $1 million to          $1 million to
Inc.                        $100 million           $100 million

R.J. Gators of Boynton      $1 million to          $1 million to
Beach, Inc.                 $100 million           $100 million

R.J. Gators of Fort         $1 million to          $1 million to
Pierce, Inc.                $100 million           $100 million

R.J. Gators Management,     $1 million to          $1 million to
Inc.                        $100 million           $100 million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
SYSCO                       trade debt              $1,300,000
1999 Martin Luther King
Boulevard
Riviera Beach, FL 33404

Wayne Gould                 trade debt                $275,000
527 Atanda Avenue
Charlotte, NC 28206

S.V.I. Systems, Inc.        trade debt                $164,786
290 Florida Street
Stuart, FL 34994

Florida Department of       sales tax due             $154,313
Revenue

Jack Prickett               rent due for              $107,000
                            Stuart property

Orix                        settlement                 $87,000

Herb Kahlert                Boynton Beach rent         $85,173
                            due

Indian River Mall RENT      trade debt                 $70,236

Patrick Keonig              rent due for Palm          $68,068
                            Beach Gardens
                            property

R.S.M. McGladrey            trade debt                 $48,565

Hixson, Marin, DeSanctis    trade debt                 $29,200
& Co., P.A.

Jon Parr                    Vero Beach rent            $24,400
                            due

Okeechobee County Tax       trade debt                 $22,344
Collector

F.C.C.I.                    settlement                 $19,111


Fradley Law Firm, P.A.      trade debt                 $18,533

Piper Rudnick               trade debt                 $15,299

Hodges, Avrutis,            trade debt                 $12,778
Pretschner & Foeller, P.A.

Lyon Financial Services,    settlement (Lyon           $12,735
Inc.                        dba U.S. Bancorp
                            versus R.J. Gators)

Wynne Building Corporation  trade debt                 $10,469

Toshiba Business Solutions  trade debt                  $9,819


RAG SHOPS: DJM Realty Tapped to Sell All 61 Location Leases
-----------------------------------------------------------
Rag Shops has sold the Designation Rights to sell all 61 national
Rag Shops location leases to DJM Realty.

"We are excited to offer these marquee leases ranging from 7,000
to 20,000 square feet to retailers nationally," said Andy Graiser,
Co-President of DJM Realty.

These leases are available for sale in freestanding, strip center
and mall locations in: Connecticut, Florida, New Jersey, New York
and Pennsylvania.

Sun Capital Partners Inc., recently identified the need to close
the Rag Shops business due to the troubled and ever changing hobby
industry. The U.S. Bankruptcy Court for the Eastern District of
New York has approved Rag Shops to shut the business down.

"We purchased the Designation Rights because most of the leases
throughout the portfolio have below market rents, are located in
centers that traditionally have been very difficult to get into
and are very desirable to retailers," said Michael Jerbich, Senior
Managing Director of DJM Realty handling the real estate
disposition of Rag Shops.  DJM plans to conduct an auction to sell
each lease individually in late July.

"Given the value in the leases and the amount of interest that we
have already received, interested parties must act immediately,"
said Michael Jerbich.

For more information regarding the disposition of these leaseholds
for Rag Shops please contact:

         Michael Jerbich
         DJM Realty
         Tel: (312) 928-1900

Property information can be obtained at http://www.djmrealty.com/

                             About DJM

DJM Realty -- http://www.djmrealty.com/-- a Gordon Brothers Group  
company, specializes in real estate dispositions, acquisitions,
capital solutions and valuations.  DJM Realty services the world's
most recognizable brands such as Big Lots, Borders, CVS, Pep Boys,
Toys R Us, West Marine and Yum Brands.  DJM Realty was founded in
1992 and is headquartered in New York with offices in Los Angeles,
Boston and Chicago.

                            About Rag Shops

Rag Shops operated 60-plus stores offering value-priced crafts,
fabrics, and related merchandise.  Founded in 1963 Rag Shops had
expanded the business by moving into markets adjacent to
established operations.  Rag Shops had stores in Connecticut,
Florida, New Jersey, New York, and Pennsylvania.  Rag Shops was
acquired by an affiliate of Sun Capital for $11.5 million in late-
2004.

The company and its affiliates filed for chapter 11 protection on
May 2, 2007 (Bankr. E.D.N.Y. Case No. 07-42283).  Christoper K.
Kiplok, Esq., and James W. Giddens, Esq., at Hughes Hubbard & Reed
LLP, represent the Debtors.  At March 3, 2007, the company
disclosed total assets of $35,301,000 and total debts of
$52,532,000.


RAYMOND KADALEC: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Raymond M. Kadalec
        Carene S. Kadalec
        5 Highfield Court
        Cockeysville, MD 21030

Bankruptcy Case No.: 07-15606

Chapter 11 Petition Date: June 19, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Howard M. Heneson, Esq.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Total Assets: $856,110

Total Debts:  $1,178,126

Debtor's 18 Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
Fremont Investment & Loan   5 Highfield             $1,060,239
P.O. Box 25100              Court,
Santa Ana, CA 92799         Cockeysville, MD;
                            value of security:
                            $800,000; value of
                            senior lien:
                            $846,081

Michael A. Merrill, Inc.    miscellaneous              $20,400
2045 York Road              jewelry; value of
Lutherville Timonium, MD    security: $17,000
21093

G.M.A.C.                    2002 Cadillac              $17,315
P.O. Box 8140               Deville; value of
Cockeysville, MD 21030      security: $7,400

H.F.C.                      credit                      $8,671

Juniper Bank                credit                      $6,893

Capital One                 credit                      $5,902

Direct Merchants Bank       credit                      $5,448

H.S.B.C.                    credit                      $5,233

Capital One                 credit                      $3,608

Baltimore County Budget &   5 Highfield                 $3,478
                            Court,
                            Cockeysville, MD;
                            value of security:
                            $800,000; value of
                            senior lien:
                            $1,060,239

Neiman Marcus               credit                      $2,980

Realty Title                overpayment                 $2,513

FACTS Management Co.        continuing                  $2,503
                            education

United Healthcare           insurance premium           $2,370

Overlook Homeowners         5 Highfield                 $1,000
                            Court,
                            Cockeysville, MD;
                            value of security:
                            $800,000; value of
                            senior lien:
                            $1,060,239

Northwest Hospital Center   medical for child             $725

Target                      credit                        $593

Comcast                     cable                         $474


REAL ESTATE: Moody's Assigns Low-B Ratings to Six Certificates
--------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Real Estate Asset Liquidity Trust Series
2007-2.

The provisional ratings issued on June 18, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $144,000,000, rated Aaa
-- Class A-2, $157,858,000, rated Aaa
-- Class A-J, $32,544,000, rated Aaa
-- Class B, $8,018,000, rated Aa2
-- Class C, $9,905,000, rated A2
-- Class D-1, $1,000, rated Baa2
-- Class D-2, $8,960,000, rated Baa2
-- Class E-1, $1,000, rated Baa3
-- Class E-2, $3,300,000, rated Baa3
-- Class F, $2,924,000, rated Ba1
-- Class G, $1,792,000, rated Ba2
-- Class H, $943,000, rated Ba3
-- Class J, $943,000, rated B1
-- Class K, $471,000, rated B2
-- Class L, $1,132,000, rated B3
-- Class XP-1, $1,000*, rated Aaa
-- Class XP-2, $353,250,000*, rated Aaa
-- Class XC-1, $1,000*, rated Aaa
-- Class XC-2, $377,322,744*, rated Aaa

* Approximate notional amount


SCHOONER TRUST: Moody's Assigns Low-B Ratings to Six Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by Schooner Trust Series 2007-8.  The
provisional ratings issued on June 18, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $203,610,000, rated Aaa
-- Class A-2, $210,900,000, rated Aaa
-- Class A-J, $42,750,000, rated Aaa
-- Class B, $10,363,000, rated Aa2
-- Class C, $12,954,000, rated A2
-- Class D, $13,601,305, rated Baa2
-- Class E, $3,886,087, rated Baa3
-- Class F, $4,533,768, rated Ba1
-- Class G, $2,590,725, rated Ba2
-- Class H, $1,295,362, rated Ba3
-- Class J, $1,943,044, rated B1
-- Class K, $1,295,362, rated B2
-- Class L, $2,590,725, rated B3
-- Class XP, $501,029,509*, rated Aaa
-- Class XC, $518,144,935*, rated Aaa

* Approximate notional amount


SPINNAKER CAPITAL: Moody's Rates $200 Million Series 1 Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned ratings to two series of notes
issued by Spinnaker Capital Ltd., a special purpose Cayman Islands
exempted company, for the benefit of Swiss Reinsurance Company.

The ratings assigned include B1 to the $200 million of Series 1
Principal At-Risk Variable Rate Notes and Ba2 to the
$130.2 million of Series 2 Principal At-Risk Variable Rate Notes.  
The Series 1 Notes matured on June 15, 2008, and the Series 2
Notes on June 20, 2008.

Investors in the notes effectively provide one year of index-based
coverage to Swiss Reinsurance Company, limited to $200 million
against potential cumulative personal lines insured industry
losses from U.S. hurricanes in covered areas outside of Florida
and $130.2 million against potential cumulative personal lines
insured industry losses linked to Florida hurricanes.

Moody's ratings address the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and are based on the expected loss posed to the note
holders relative to the promise of receiving the present value of
such payments.  The ratings derive from Moody's analysis of the
probability of occurrence of qualifying events, their timing, and
the severity of losses experienced by investors should those
events occur during the risk period.  Moody's review of the
transaction has included (i) extensive review of the technical
basis, methodology, and historical data used to develop the
probabilistic risk model used by Risk Management Solutions, Inc.
for the analysis of potential losses and (ii) sensitivity analysis
of critical parameters to the model.

This review, together with a detailed analysis of the
transaction's legal structure and the financial strength of the
various parties to the transaction, provided Moody's with
sufficient comfort that the resulting ratings adequately capture
the risk to investors in these securities.


STOLLE MACHINERY: Loan Add-On Prompts S&P to Revise Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its bank loan ratings
on Stolle Machinery Company's first-lien term loan and revolving
credit facility to 'BB-' from 'BB'.  In addition, the recovery
ratings were revised to '2' from '1'.
     
The ratings changes follow the company's proposed $100 million
add-on to its first-lien term loan amid the company's good recent
operating performance.  Proceeds from the upsized first-lien term
loan and excess cash will be used repay the company's $50 million
second-lien term loan and to pay a dividend.  S&P will withdraw
its ratings on Stolle's second-lien loan upon the closing of the
proposed transaction.
     
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the Centennial, Colorado-based can-making
equipment manufacturer.  The outlook is stable.


STRUCTURED ASSET: Moody's Junks Rating on 2002-HF1 Class B Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded five certificates from two
transactions issued by Structured Asset Securities Corporation,
Series 2002-HF1 and 2005-AR1.  The transactions consist of
subprime first-lien adjustable- and fixed-rate loans.

The five mezzanine and subordinate certificates from the
transactions have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  The pools of mortgages have built up a
large delinquency pipeline and future loss could cause a
significant erosion of the overcollateralization.  The pools in
the 2002-HF1 transaction have $636,701 of OC which is below the 50
bp floor as of the June 25, 2007 reporting date.  The pools in the
Series 2005-AR1 transaction have $9,177,645 of OC which is below
the target of $15,747,108, as of the June 25, 2007 reporting date.

Complete rating action is:

Issuer: Structured Asset Securities Corporation

Downgrades:

-- Series 2002-HF1; Class B, downgraded to Caa2 from B1;
-- Series 2005-AR1; Class M8, downgraded to Baa3 from Baa2;
-- Series 2005-AR1, Class M9, downgraded to Ba1 from Baa3;
-- Series 2005-AR1; Class B1, downgraded to Ba3 from Ba1;
-- Series 2005-AR1, Class B2, downgraded to B3 from B1.


STRUCTURED ASSET: S&P Cuts Ratings on Five Certificates to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of certificates from five Structured Asset Investment Loan
Trust transactions.  Of the six lowered ratings, five remain on
CreditWatch with negative implications and one was removed from
CreditWatch negative.  In addition, S&P placed the ratings on
three additional classes from the same transactions on CreditWatch
with negative implications.  Lastly, S&P affirmed its ratings on
the remaining classes from the five SAIL deals.
     
The downgrades and negative CreditWatch placements reflect
continued adverse collateral performance that has caused realized
losses to generally exceed monthly excess interest cash flow.  
This trend has compromised overcollateralization, which is now at
least 45% below their targets for the downgraded transactions.  As
of the June 2007 remittance report, cumulative realized losses
were as follows (series: percent of the original pool principal
balances, amount):

     -- 2004-3: 1.03%, $23,302,051;
     -- 2004-6: 0.73%, $16,909,936;
     -- 2004-BNC2: 0.64%, $6,814,173;
     -- 2005-HE1: 1.29%, $22,208,356; and
     -- 2005-HE2: 1.49% $12,511,276.
     
In addition, all five series with lowered ratings have sizable
loan amounts that are severely delinquent (90-plus days,
foreclosures, and REOs), which strongly indicates that the
unfavorable performance trends are likely to continue.  The severe
delinquencies as a percent of the current pool principal balances
relative to O/C are as follows:

     -- 2004-3: 12.87%; $45,638,120, versus $4,088,649 O/C;
     -- 2004-6: 12.32%; $50,045,222, versus $6,433,079 O/C;
     -- 2004-BNC2: 17.17%; $37,318,598, versus $2,641,282 O/C;
     -- 2005-HE1: 19.08%; $133,538,396, versus $4,557,601 O/C; and
     -- 2005-HE2: 16.38%; $67,656,171, versus $520,177 O/C.

S&P will continue to closely monitor the performance of the
certificates with ratings on CreditWatch.  If monthly losses
continue to compromise O/C, S&P will take additional negative
rating actions.  Conversely, if pool performance improves and
credit support is not further eroded, S&P will affirm the ratings
and remove them from CreditWatch.
     
S&P removed the rating on class B3 from series 2005-HE2 from
CreditWatch negative because it was lowered to 'CCC'.  According
to Standard & Poor's surveillance practices, classes of
certificates or notes from RMBS transactions with ratings lower
than 'B-' are no longer eligible to be on CreditWatch negative.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings, despite the
performance trend.
     
The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans secured by one- to four-
family residential properties.
    

     Ratings Lowered and Remaining on Creditwatch Negative

           Structured Asset Investment Loan Trust
             Mortgage pass-through certificates

                                     Rating
                                     ------
        Series     Class      To               From
        ------     -----      --               ----
        2004-3     B          B/Watch Neg      BB+/Watch Neg
        2004-6     B          B/Watch Neg      BBB-/Watch Neg
        2004-BNC2  M7         B/Watch Neg      BBB+/Watch Neg
        2005-HE1   B3         B/Watch Neg      BB+/Watch Neg
        2005-HE2   B2         B/Watch Neg      BB/Watch Neg
         

      Rating Lowered and Removed from Creditwatch Negative

           Structured Asset Investment Loan Trust
            Mortgage pass-through certificates

                                     Rating
                                     ------
        Series     Class      To               From
        ------     -----      --               ----
        2005-HE2   B3         CCC              B/Watch Neg


           Ratings Placed on Creditwatch Negative

           Structured Asset Investment Loan Trust
            Mortgage pass-through certificates

                                    Rating
                                    ------
         Series    Class     To               From
         ------    -----     --               ----
         2004-3    M5        BBB/Watch Neg    BBB
         2004-3    M6        BBB-/Watch Neg   BBB-
         2005-HE1  B2        BBB-/Watch Neg   BBB-


                        Ratings Affirmed
     
             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates
     Series     Class                                   Rating
     ------     -----                                   ------
     2004-3     A3                                      AAA
     2004-3     M1                                      AA
     2004-3     M2                                      A
     2004-3     M3                                      A-
     2004-3     M4                                      BBB+
     2004-6     A3, A-SIO                               AAA
     2004-6     M1                                      AA
     2004-6     M2                                      A
     2004-6     M3                                      A-
     2004-6     M4                                      BBB+
     2004-6     M5                                      BBB
     2004-6     M6                                      BBB-
     2004-BNC2  A2, A5, A6                              AAA
     2004-BNC2  M1                                      AA+
     2004-BNC2  M2                                      AA
     2004-BNC2  M3                                      AA-
     2004-BNC2  M4                                      A+
     2004-BNC2  M5                                      A
     2004-BNC2  M6                                      A-
     2005-HE1   A2, A4, A5, A6, A7, A8                  AAA
     2005-HE1   M1                                      AA+
     2005-HE1   M2                                      AA
     2005-HE1   M3                                      AA-
     2005-HE1   M4                                      A+
     2005-HE1   M5                                      A
     2005-HE1   M6                                      A-
     2005-HE1   M7                                      BBB+
     2005-HE1   M8, M9                                  BBB
     2005-HE1   B1                                      BBB-
     2005-HE2   A2, A3                                  AAA
     2005-HE2   M1                                      AA+
     2005-HE2   M2                                      AA
     2005-HE2   M3                                      AA-
     2005-HE2   M4                                      A+
     2005-HE2   M5                                      A
     2005-HE2   M6                                      A-
     2005-HE2   M7                                      BBB+
     2005-HE2   M8, M9                                  BBB
     2005-HE2   M10                                     BBB-
     2005-HE2   B1                                      BB+


SYNIVERSE TECHNOLOGIES: S&P Affirms BB- Rating w/ Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating, along with its stable outlook, and its 'B' senior
subordinated debt rating on Tampa, Florida-based Syniverse
Technologies Inc.  At the same time, Standard & Poor's assigned
its 'BB' bank loan rating and '2' recovery rating to Syniverse's
proposed $489 million senior secured bank facility.  The bank loan
rating, which is one notch above the corporate credit rating,
along with the '2' recovery rating, reflect our expectation for
substantial (70%-90%) recovery of principal by creditors in the
event of a payment default.
      
Proceeds from the proposed bank facility will be used to fund
Syniverse's acquisition of the wireless clearing and financial
settlement business of Billing Services Group Ltd., and to
refinance existing bank debt at both Syniverse and BSG.  This
transaction remains contingent upon European regulatory approval,
which may delay the timing of its closing.
      
"The ratings affirmation reflects our positive assessment of the
strategic value of this acquisition, combined with Syniverse's
track record of debt repayment," said Standard & Poor's credit
analyst Ben Bubeck.  Pro forma operating lease-adjusted total debt
to EBITDA is estimated to be about 4x following the completion of
this transaction, which limits Syniverse's capacity for additional
debt-financed acquisitions within the current rating and outlook
over the next several quarters, as integration efforts are
initiated and anticipated synergies begin to be realized.
     
The ratings on Syniverse reflect the company's presence in a niche
market in which the company must remain at the forefront of new
wireless protocols to maintain a competitive advantage; its
reliance on growth in roaming transactions in a consolidating
wireless telecommunications market; and an aggressive acquisition
strategy.  These factors partly are offset by Syniverse's
recurring revenues and good profitability, which drive moderate
free operating cash flow generation.


TIMOTHY SHELTON: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Timothy D. Shelton
        868 County Road 108
        Rogersville, AL 35652

Bankruptcy Case No.: 07-81534

Chapter 11 Petition Date: June 19, 2007

Court: Northern District of California (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  Heard & Associates, L.L.C.
                  307 Clinton Avenue West, Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818

Total Assets: $1,754

Total Debts:  $1,679,489

Debtor's 17 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Lauderdale County Teachers                            $332,316
Credit Union
103 Magnum Street
Florence, AL 35630

Fieldale Farms Corp.        real estate               $300,000
P.O. Box 558
Baldwin, GA 30511

Anthony Cosby               payments to Anthony       $157,000
P.O. Box 583                Cosby for Carey and
Rogersville, AL 35652       Judy Green Note on
                            two real estates

                            payments to                $77,951
                            Anthony Cosby for
                            Bank of Frankewing
                            Note

Regions Bank                equipment                 $167,495

Fed Land Bank               real estate               $167,384

Ruth Carroll                one steel head            $125,000
                            bottling machine
                            serial number
                            58U250100111999

Stuart Fuller                                          $71,963

Citizens National Bank      real estate                $33,830

Mary Shelton                payments to Mary           $23,673
                            Shelton for Bank
                            Independent Note

                            truck/trailer              $18,092

Listerhill Credit Union     2003 Fort Truck            $29,594
                            F450

Charles Kim Mitchell        payments to Charles        $18,275
                            Mitchell for
                            Citizens Bank Note

Jerry Huckaba               payments to Jerry           $9,305
                            Huckaba for
                            CitiFinancial Note

H.F.C.                      open account                $8,998

Gerald McGee                2000 Chevrolet Van          $6,309

Bank Independent            equipment                   $5,362

American General Finance    equipment                   $5,147

Bank of America             open account                $3,841


TWEETER HOME: U.S. Trustee Picks Five-Member Creditors' Panel
-------------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Kelly
Beaudin Stapleton, the United States Trustee for Region 3,
appointed five creditors to the Official Committee of Unsecured
Creditors in the Chapter 11 case of Tweeter Home Entertainment
Group Inc.:

  1. Polk Audio, Inc.
     Attn: Robert A. Tryson
     5601 Metro Drive
     Baltimore, Maryland 21215
     Tel: (410)764-5247

  2. Simon Property Group, Inc.
     Attn: Ronald M. Tucker, Vice President
     225 W. Washington Street
     Indianapolis, Indiana 46204
     Tel: (317)263-2346
     Fax: (317)263-7901

  3. Ryder Truck Rental, Inc.
     Attn: Kevin P. Sauntry
     6000 Windward Parkway
     Alpharetta, Georgia 30005
     Tel: (770)569-6511
     Fax: (770)569-6712

  4. The Quest Group
     Attn: Michael McConnell
     2621 White Road
     Irvine, California 92614
     Tel: (949)790-6033
     Fax: (949)585-0444

  5. OmniMount Systems, Inc.
     Attn: Andrew W. Prete
     8201 South 48th Street
     Phoenix, Arizona 85044
     Tel: (480)829-8000
     Fax: (480)829-9000

The Committee has retained Otterbourg, Steindler, Houston &
Rosen, PC, as its lead counsel; Pachulski Stang Ziehl Young Jones
& Weintraub, LLP, as its Delaware counsel; and BDO Seidman LLP as
its financial advisors.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and   
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).  


TWEETER HOME: Court Okays Kurtzman Carson as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Tweeter Home Entertainment Group Inc. and its debtor-affiliates to
employ Kurtzman Carson Consultants, LLC as their claims, noticing
and balloting agent, as well as its solicitation and disbursing
agent.  

KCC has provided substantial service to several bankruptcy cases
like Calpine Corp., Collins & Aikman Corp., Delphi Corp., FLYi,
Inc., Interstate Bakeries Corp., DURA Auto. Sys., Inc., Amtrol
Holdings, Inc., Radnor Holdings, Inc., Werner Holding Co., Inc.,
and ResMae Corp.

Gregory W. Hunt, Tweeter's senior vice president and chief
financial officer declares that KCC is well qualified to assist
the Debtors' Chapter 11 case in terms of noticing, claims
processing, and other administrative tasks.  He further states
that KCC has performed prepetition professional services to the
Debtors.

As claims, noticing, and balloting agent, KCC will:

(a) assist the Debtors in preparing and filing Schedules of
     Assets and Liabilities and Statements of Financial
     Affairs;

(b) prepare, serve, and assist in the publication of Chapter
     11 notices including, notice of meeting pursuant to Section
     341(a) of the Bankruptcy Code, notice of claims bar date,
     notice of objection to claims and notice of any hearings on
     a disclosure statement and confirmation of a plan of
     reorganization;

(c) file an affidavit of service with the office of the Clerk
     of the Court;

(d) maintain copies of all proofs of claim and proofs of
     interest filed;

(e) maintain official claims registers;

(f) implement necessary security measures to ensure the
     completeness and integrity of the claims registers;

(g) transmit a copy of the claims registers to the Clerk's
     Office on a weekly basis, unless otherwise requested;

(h) maintain an updated mailing list for all entities that have
     filed proofs of claim or proofs of interest;

(i) provide public access for examination of copies of the
     proofs of claim or proofs of interest;

(j) create and maintain a public access website containing
     relevant case information;

(k) record all claims transfers pursuant to Rule 3001(e) of the
     Federal Rules of Bankruptcy;

(l) assist in claims reconciliation and resolution;

(m) comply with federal, state, municipal and local statutes,
     ordinances, rules, regulations, orders, and other
     requirements;

(n) assign temporary employees to process claims, as needed;

(o) comply with conditions and requirements prescribed by the
     Clerk's Office or the Court;

(p) provide balloting and solicitation services, including
     preparing ballots, producing personalized ballots, and
     tabulating creditor ballots daily; and

(q) provide other claims processing, noticing, balloting, and
     related administrative services.

KCC will charge the Debtors for its services according to its fee
structure, and will receive a $15,000 "evergreen" retainer.   
KCC's fees and expenses will be treated as an administrative
expense in the Debtors' Chapter 11 estates.

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

Christopher R. Schepper, vice president of restructuring for KCC,
assures the Court that neither KCC nor its employees has any
adverse interest to the Debtors' estates.  He adds that KCC will
comply with all requests of the Clerk of Court, and the
guidelines promulgated by the Judicial Conference of the United
States for implementation of 28 U.S.C. Section 156(c).

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and   
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case No: 07-10787 through 07-10796).  Gregg M.
Galardi, Esq. and Mark L. Desgrosseilliers, Esq. at Skadden,
Arps, Slate, Meagher & Flom, L.L.P. represent the Debtors in
their restructuring efforts.  As of Dec. 21, 2006, Tweeter
had total assets of $258,573,353 and total debts of
$190,417,285.  

The Debtors' exclusive period to file a plan expires on Oct. 9,
2007.  Tweeter Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


UNIVERSAL HOSP: Engages Deloitte & Touche as New Accountant
-----------------------------------------------------------
Universal Hospital Services Inc. engaged Deloitte & Touche LLP as
its new independent registered public accounting firm.  

During the fiscal years ended Dec. 31, 2005, and 2006 and through
June 19, 2007, the company has not consulted with Deloitte
regarding issues of the type described in Item 304(a)(2) of
Regulation S-K.

              About Universal Hospital Services

Universal Hospital Services Inc. -- http://www.uhs.com/-- is a  
medical equipment lifecycle services company.  UHS offers
comprehensive solutions that maximize utilization, increase
productivity and support optimal patient care resulting in capital
and operational efficiencies.  UHS currently operates through more
than 75 offices, serving customers in all 50 states and the
District of Columbia.  For the 12 months ended Dec. 31, 2006 the
company reported revenues of about $225 million.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service assigned ratings to UHS Merger Sub Inc.
in connection with the pending leveraged buyout of Universal
Hospital Services Inc.

Moody's assigned a B2 Corporate Family Rating, a B3 rating to the
proposed $230 million second lien floating rate notes and a B3
rating to the proposed $230 million second lien toggle notes.  The
proposed financing also includes a $135 million senior secured
revolving credit facility that will not be rated by Moody's.  The
rating outlook for UHSM is stable.


VARIETAL DISTRIBUTION: Reports Results of Notes Tender Offer
------------------------------------------------------------
Varietal Distribution Merger Sub Inc., formerly VWR International
Inc., received tenders and consents, as of the consent payment
deadline set on June 12, 2007, with respect to:

     -- $318,135,000 aggregate principal amount, or 99.42% of the
        total outstanding 8% senior subordinated notes due 2014
        issued by VWR;

     -- $200,000,000 aggregate principal amount, or 100% of the
        total outstanding 6-7/8% senior notes due 2012 issued by
        VWR;

     -- $324,530,000 aggregate principal amount, or 92.72% of the
        total outstanding senior floating rate notes due 2011
        issued by CDRV Investors Inc.; and

     -- $481,000,000 aggregate principal amount, or 100% of the  
        total outstanding 9-5/8% senior discount notes due 2015
        issued by CDRV Investment Holdings Corporation.

Tender offers and consent solicitations in connection with its
proposed acquisition of CDRV Investors expired midnight, New York
City time, on June 28, 2007.

Holders that validly tendered their notes and validly delivered
consent prior to 5 p.m., New York City time, on June 12, 2007,
will be entitled to receive the total consideration for each
applicable series of notes.  Holders that validly tendered their
notes after the consent payment deadline and prior to the
expiration time will be entitled to receive the tender offer
consideration for each applicable series of notes.

The table below sets the total consideration and tender offer
consideration for the notes under the terms of the tender offers,
assuming a June 29, 2007, payment date.

                     Tender
                     Offer      Total      Consent   Tender Offer
Notes    CUSIP No.  Yield  Consideration  Payment  Consideration
----     ---------  -----  -------------  -------  -------------
8% Senior
Sub. Notes
due 2014   918437AD6  5.519%   $1,077.99      $30      $1,047.99
    
6-7/8%
Sr. Notes
due 2012   918437AB0  5.56%    $1,042.88      $30      $1,012.88

Sr. Fltng
Rate Notes
due 2011   12513BAC4   N/A     $1,000.00      $30        $970.00

9-5/8% Sr.
Discount
Notes
due 2015   12513BAB6  5.523%     $914.39      $30        $884.39

The total consideration and tender offer consideration for the
floating rate notes were specified in the offer to purchase and
consent solicitation statement dated May 30, 2007, and remain
unchanged.  Additionally, holders with valid tenders will be paid
accrued and unpaid interest from the last interest payment date on
the notes, to, but not including, the payment date, payable on the
payment date.

Each issuer has executed supplemental indentures with Wells Fargo
Bank, N.A., as trustee, effectuating proposed amendments to the
indentures governing each series of notes, as described in the
offer to purchase.  The supplemental indentures will not become
effective until the acceptance of the notes for purchase by the
purchaser pursuant to the terms and conditions of the offer to
purchase.

The tender offers and consent solicitations are being made in
connection with the acquisition.  The purchaser expects to finance
the tender offers using a portion of the net proceeds of the
financing transactions related to the acquisition, including
borrowings under a new senior secured credit facility and the
issuance of new senior notes and senior subordinated notes.  The
purchaser expects the acquisition to close on June 29, 2007.

The purchaser's obligation to accept for purchase, and to pay for,
any series of notes validly tendered in the tender offers is
subject to the satisfaction of certain conditions including:

     (i) there being validly tendered and not withdrawn at least a
         majority of the aggregate principal amount of the notes
         of such series, the receipt of the requisite consents
         necessary to amend the applicable indenture relating to  
         such series of notes; and

    (ii) the substantially concurrent consummation of the   
         acquisition and the completion of the related financing
         transactions, resulting in the receipt by the purchaser
         of proceeds in an amount sufficient to refinance
         indebtedness of CDRV Investors that is required to be
         repaid pursuant to the terms of the merger agreement,
         each as described in more detail in the offer to
         purchase.

The purchaser has retained Goldman, Sachs & Co. to serve as dealer
manager and solicitation agent and D.F. King & Co., Inc. to serve
as information agent and depositary for the tender offers and
consent solicitations.

Requests for documents may be directed to:

             D.F. King & Co., Inc.
             Telephone: (800) 431- 9643 (toll free)
                        (212) 269-5550 (collect)

Questions regarding the tender offers and consent solicitations
should be directed to:

             Goldman, Sachs & Co.
             Telephone: (800) 828-3182 (toll free)
                        (212) 357-0775 (collect)

This announcement is not an offer to purchase, nor a solicitation
of an offer to purchase, or a solicitation of tenders or consents
with respect to, any notes.  The tender offer and consent
solicitation are being made solely pursuant to the offer to
purchase.

                    About Varietal Distribution

Headquartered in West Chester, Pennsylvania, Varietal Distribution
Merger Sub, Inc. fka VWR International Inc. -- http://www.vwr.com
-- is engaged in the distribution of scientific products.  It
serves more than 250,000 customers in the life science,
industrial, governmental, health care and educational markets, and
also offers production supplies and services for electronic and
pharmaceutical production.  The company offers more than 750,000
products, from more than 5,000 manufacturers, to over 250,000
customers throughout North America and Europe.  In Europe, VWR
International maintains operations in Austria, Belgium, Sweden,
Ireland, Portugal, Italy, Germany and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2007,
Moody's Investors Service assigned a B3 corporate family rating to
Varietal Distribution Merger Sub Inc., formerly VWR International
Inc.  Moody's will be withdrawing ratings assigned to VWR
International Inc., CDRV Investors Inc. and CDRV Investment
Holdings Corporation.  The ratings outlook is stable.


VARIETAL DISTRIBUTION: Inks Pact to Buy Bie & Berntsen in Cash
--------------------------------------1-----------------------
Varietal Distribution Merger Sub Inc., formerly VWR International
Inc., through one of its indirect, wholly owned subsidiaries,
entered into a definitive agreement to acquire Bie & Berntsen A-S.

The transaction is expected to be completed in July 2007, and will
be funded with available cash.

The closing of the transaction is subject to customary closing
conditions, including the receipt of regulatory approvals.

                       About Bie & Berntsen

Bie & Berntsen distributes laboratory equipment, chemicals and
consumables to customers in the pharmaceutical, biotech,
healthcare and environmental sectors in Denmark.  Bie & Berntsen
also offers services, including technical training and consultancy
services, product servicing, calibration and repair.  Bie &
Bernsten had revenues of about US$27 million for the year ended
Dec. 31, 2006, and has about 90 employees, all of whom are based
in Denmark.

                    About Varietal Distribution

Headquartered in West Chester, Pennsylvania, Varietal Distribution
Merger Sub, Inc. fka VWR International -- http://www.vwr.com-- is  
engaged in the distribution of scientific products.  It serves
more than 250,000 customers in the life science, industrial,
governmental, health care and educational markets, and also offers
production supplies and services for electronic and pharmaceutical
production.  The company offers more than 750,000 products, from
more than 5,000 manufacturers, to over 250,000 customers
throughout North America and Europe.  In Europe, VWR International
maintains operations in Austria, Belgium, Sweden, Ireland,
Portugal, Italy, Germany and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 11, 2007,
Moody's Investors Service assigned a B3 corporate family rating to
Varietal Distribution Merger Sub Inc., formerly VWR International
Inc.  Moody's will be withdrawing ratings assigned to VWR
International Inc., CDRV Investors Inc. and CDRV Investment
Holdings Corporation.  The ratings outlook is stable.


VENOCO INC: Prices 6.1 Million Shares at $18.50 per Share
---------------------------------------------------------
Venoco Inc. priced its public offering of 6.1 million shares of
its common stock at a price to the public of $18.50 per share.  

The 600,000 secondary shares were withdrawn from the offering.
Venoco estimates that the net proceeds from its sale of the shares
in the offering will be about $108 million, after deducting
underwriting discounts and commissions and estimated expenses.

Venoco expects the issuance, delivery and settlement of shares to
occur on July 2, 2007, subject to customary closing conditions.
The underwriters will have the option to purchase up to an
aggregate of 915,000 additional shares of common stock from the
company to cover any over-allotments.  

Venoco intends to use the net proceeds from the offering to reduce
outstanding indebtedness under its revolving credit facility and
to fund capital expenditures.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. are
acting as Joint Book-Running Managers for the offering.  Copies of
the prospectus may be obtained from:

            Credit Suisse Securities (USA) LLC
            Prospectus Department
            One Madison Avenue, New York, NY 10010
            Telephone: 1-800-221-1037

                        or
  
            Lehman Brothers
            c/o Broadridge Prospectus Fulfillment
            1155 Long Island Avenue
            Edgewood, NY 11717
            Fax: (631) 254-7140)
            E-mail: Qiana.Smith@Broadridge.com
            
                         About Venoco Inc.

Headquartered in Denver, Colorado, Venoco Inc.  (NYSE: VQ) --
http://www.venocoinc.com/--is an independent energy company   
primarily engaged in the acquisition, exploitation and development
of oil and natural gas properties in California and Texas.  It has
regional headquarters in Carpinteria, California and in Houston,
Texas.  Venoco operates three offshore platforms in the Santa
Barbara Channel, has non-operating interests in three other
platforms, and also operates two onshore properties in Southern
California, approximately 250 natural gas wells in Northern
California and more than 100 wells in Texas.

                           *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service assigned a Caa1, LGD 4 (61%) rating to
Venoco, Inc.'s proposed $500 million second lien term loan
facility.  At the same time, Moody's affirmed Venoco's B3
corporate family rating, B3 probability-of-default rating, Caa1,
LGD 4 (61%, changed from 64%) senior note rating, and SGL-3
speculative grade liquidity rating.  The rating outlook remains
negative.

At the same time, Standard & Poor's Ratings Services raised the
corporate credit rating on independent exploration and production
company Venoco Inc. to 'B' from 'B-'.  In addition, a 'B-' issue
rating and '3' recovery rating (indicating the expectation of
meaningful (50%-80%) recovery of principal in the event of a
payment default) were assigned to Venoco's proposed $500 million
second-lien term loan facility.  Venoco's existing $150 million
senior notes were affirmed at 'B-' and assigned a '3' recovery
rating.


VISTAR CORP: Moody's Places Corporate Family Rating at B2
---------------------------------------------------------
Moody's assigned first time ratings to Vistar Corporation with a
stable rating outlook.  The ratings are conditioned upon review of
final documentation.

These ratings are assigned:

-- Corporate family rating at B2;
-- Probability-of-default rating at B2;
-- $90 million senior secured term loan at B3; (LGD5-74.93%).

The ratings were assigned in connection with the proposed
recapitalization of Vistar by Blackstone Group Wellspring -
Capital, and existing management in a transaction in a transaction
valued at $420 million including fees and expenses.  The
transaction will be funded with the proceeds of an unrated $350
million 6 year first secured asset based revolver - ($180million
funded at close), the rated $90 million 7 year secured term loan
$100 million equity contribution from Blackstone, $33 million re-
(investment by Wellspring, and $17 million rollover of equity by
management.  The asset based revolver has a first lien on the
accounts receivable, inventory, and real estate owned by the
company, and a second lien on all other tangible and intangible
assets.  The $90 million term loan has a second lien on the asset
based loan collateral and a first lien on all other assets.
Blackstone will own 67% of Vistar, Wellspring will continue to own
22% of Vistar, and management will own 11%.

The B2 corporate family rating of Vistar is constrained by the
uneven performance over the last few years while the current
management has worked to make major changes that have led to
improved recent performance.  The B3 rating on the $90 million
senior secured term loan reflects it position relative to the
asset based facility.  Previous management had tried to run the
two different segments of Vistar as one business under one
operating management which led to poor execution and poor results.
In 2005, Vistar acquired Roma , the second largest independent
pizza and Italian food distributor.  The company separated the
operations of VSM and Roma which allowed them to focus on the
operations of these different businesses.  Implementing this
changed business model, and the integration of Roma, are nearly
complete.

The rating is also constrained by the increased leverage, reduced
cash coverages, and the expectations of share holder friendly
financial policies given the 89% ownership of financial sponsors.
Offsetting these constraint are Vistar's national foot print, its
lack of seasonality, its experienced management team, and the
changing mix of their business to more private label, more
"street" business, and re4ducing their level of dependence on
lower margin national chain accounts.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity from its $350 million asset based
revolving credit facility and incorporates the expectation that
operating margins will remain below industry peer group for the
next eighteen to twenty four months.

Vistar Corporation, headquartered in Centennial, Colorado,, is a
food and food products distribution company specializing in
Italian and pizza food products distribution through its Roma
Foods Services division and through its Specialty Markets
Division, which distributes product to the vending office coffee
service, theater, concessions, fundraising, and specialty retail
industries.  The company operates 36 distribution centers across
the United States.  Revenues for the fiscal year ended February
24, 2007 were about $2.9 billion.


WAMU ASSET: Moody's Rates Class B Certificates at Ba1
-----------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by WaMu Asset-Backed Certificates, WaMu Series
2007-HE4 Trust, and ratings ranging from Aa1 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by Long Beach originated adjustable-
rate (82.02%) and fixed-rate (17.98%) subprime mortgage loans.  
The ratings are based primarily on the credit quality of the loans
and on protection against credit losses provided by a lender paid
mortgage insurance by Radian Guaranty Inc.  The ratings also
benefit from subordination, an interest rate swap agreement,
excess interest and overcollateralization.  Moody's expects
collateral losses to range from 4.95% to 5.45%.

Washington Mutual Bank will service the loans.  Moody's has
assigned Washington Mutual Bank its servicer quality rating of SQ2
as a servicer of subprime first lien mortgage loans.

The complete rating actions are:

Issuer: WaMu Asset-Backed Certificates, WaMu Series 2007-HE4 Trust

-- Cl. I-A, Assigned Aaa
-- Cl. II-A-1, Assigned Aaa
-- Cl. II-A-2, Assigned Aaa
-- Cl. II-A-3, Assigned Aaa
-- Cl. II-A-4, Assigned Aaa
-- Cl. M-1, Assigned Aa1
-- Cl. M-2, Assigned Aa2
-- Cl. M-3, Assigned Aa3
-- Cl. M-4, Assigned A1
-- Cl. M-5, Assigned A2
-- Cl. M-6, Assigned A3
-- Cl. M-7, Assigned Baa1
-- Cl. M-8, Assigned Baa2
-- Cl.M-9, Assigned Baa3
-- Cl. B, Assigned Ba1


WELLS FARGO: Fitch Rates $5.656 Mil. Class B-5 Certificates at B
----------------------------------------------------------------
Fitch Ratings has assigned Wells Fargo mortgage asset-backed pass-
through certificates, series 2007-PA3, these ratings:

    -- $1,341,800,327 classes I-A-1 to I-A-4, I-A-R, II-A-1 to
       II-A-4, III-A-1 to III-A-7, IV-A-1 to IV-A-3, V-A-1, V-A-2,
       VI-A-1, VI-A-IO, A-IO and A-PO (senior certificates) 'AAA';

    -- $34,641,000 class B-1 'AA';

    -- $12,725,000 class B-2 'A';

    -- $9,191,000 class B-3 'BBB';

    -- $5,655,000 class B-4 'BB';

    -- $5,656,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 5.1%
subordination provided by the 2.45% class B-1, the 0.9% class B-2,
the 0.65% class B-3, the 0.4% privately offered class B-4, the
0.4% privately offered class B-5, and the 0.3% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination.  Class
B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A., currently rated 'RPS1' by
Fitch.

The certificates represent ownership interests in a trust fund
that consists of six pools of mortgage loans.  The senior
certificates whose class designation begins with I, II, III, IV, V
and VI, correspond to pools I, II, III, IV, V and VI,
respectively.  In certain limited circumstances, principal and
interest collected from loan group I, II, III, IV, V or VI may be
used to pay principal or interest, or both, to the senior
certificates related to the other of those five loan groups.

The transaction consists of 4,140 fully amortizing, fixed-
interest rate, first lien mortgage loans, with remaining weighted
average term to maturity of approximately 354 months.  The
aggregate unpaid principal balance of the pool is $1,413,910,372
as of June 1, 2007, and the average principal balance is $341,524.  
The weighted average original loan-to-value ratio of the loan pool
is approximately 72.73%; 9.76% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
6.587%, and the weighted average FICO score is 733.  The states
that represent the largest geographic concentration are California
(35.78%), New York (11.23%), and Florida (8.4%).  All other states
represent less than 5% of the outstanding balance of the pool.


WERNER LADDER: Creditors' Committee Files Liquidating Plan
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Werner Holding Co. (DE) Inc. and its
debtor-affiliates delivered a Plan of Liquidation for the
Debtors and an accompanying Disclosure Statement to the U.S.
Bankruptcy Court for the District of Delaware.

The Committee filed the Liquidating Plan and Disclosure Statement
in accordance with the Court's June 19 ruling, which provides
that, in the event the Debtors fail to file a Chapter 11 plan on
or before May 29, the panel will be allowed to file a plan for
the Debtors.  No other party-in-interest, however, is allowed to
file a plan.

The Liquidating Plan contemplates the complete liquidation of the
Debtors' assets and distribution of all proceeds, and for the
creation of a Liquidation Trust and the appointment of a
Liquidation Trustee to administer the Liquidation Trust and the
Liquidation Trust Assets.

The Liquidating Plan also provides for the appointment of (x) a
Litigation Designee to prosecute certain causes of action on
behalf of the Liquidation Trust, and (y) one Committee member to
serve as the creditor representative under a Liquidation Trust
Agreement.

In addition, the claims and interests are classified into Other
Priority Claims, Other Secured Claims, LLCP Second Lien Claim,
General Unsecured Claims and Equity Interests.  The LLCP Second
Lien Claim and the General Unsecured Claims will be transferred
to and treated under the Liquidation Trust.

Joseph Galzerano, co-chair of the Committee, states that the
Trust Funding is a critical component of the Liquidating Plan, as
it will help ensure that the Liquidation Trustee and Litigation
Designee may properly perform their duties under the Liquidation
Trust, hence, maximizing the likelihood of recoveries for the
beneficiaries.

Mr. Galzerano relates that the Liquidating Plan is based on, and
consistent with the terms of, the Court-approved stipulation
regarding settlement of certain disputes and objections; creation
of litigation trust and funding; and management and distributions
with respect to the litigation trust, among:

  * the Creditors Committee;

  * BDCM Opportunity Fund II, L.P. and BDC Finance, L.L.C.;

  * Brencourt BD, LLC;

  * Levine Leichtman Capital Partners III, L.P., and Milk
    Street Investors LLC;

  * TCW Shared Opportunity Fund V, L.P., TCW Shared Opportunity
    Fund IV, L.P., TCW Shared Opportunity Fund IVB, L.P.,
    TCW/Drum Special Situation Partners, LLC, and TCW Shared
    Opportunity Fund III, L.P.; and

  * Schultze Master Fund, Ltd., Schultze Offshore Fund, Ltd.,
    Schultze Partners, L.P. and Schultze Asset Management, LLC.

The Stipulation provides for the Committee's consent to approval
of the sale of substantially all of the Debtors' assets to New
Werner Holding Co. (DE), LLC.

Under the Stipulation, the Bid Sponsors were granted an Allowed
unsecured super-priority claim in the principal amount of
$96,910,584, pursuant to Section 507(b) of the Bankruptcy Code,
plus all accrued interest accruing until the payment date, plus
all other Allowed amounts entitled to priority under Section
507(b) under the Final DIP Order which may be assigned to either
or both of the LLCP Entities.

Mr. Galzerano tells Judge Carey that the Liquidating Plan
complies with Section 1129(a)(11) of the Bankruptcy Code because
all of the Debtors' remaining assets will be distributed to
creditors, and the estates will no longer exist to be subject to
future reorganization or liquidation.

Mr. Galzerano states that the Liquidating Plan affords creditors
the potential for the greatest realization on the Debtors'
assets, and is in the best interests of the estates.

The Committee's Liquidating Plan is further supported by the Bid
Sponsors that are parties to the Stipulation.

The Committee urges all creditors and interest holders receiving
a ballot, particularly all claimholders in Classes 3 and 4, to
vote in favor of the Liquidating Plan.

The Court will convene a hearing July 24, 2007, at 10:00 a.m. to
consider approval of the Committee's Disclosure Statement.   
Objections, if any, to the adequacy of the Disclosure Statement
must be filed and served by July 16.

The Committee proposes that the Court hold the Plan confirmation
hearing on August 23 at 2:00 p.m.  All objections to the Plan
must be filed and served by August 20.

A full-text copy of the Committee's Plan of Liquidation is
available at no charge at http://researcharchives.com/t/s?2146

A full-text copy of the Committee's Disclosure Statement is
available at no charge at http://researcharchives.com/t/s?2147

              Substantive Consolidation of Assets

Under the Liquidating Plan, all of the Debtors' assets and debts
will be substantively consolidated for treating the Claims,
including for voting, confirmation and distribution purposes.

The Committee believes that substantive consolidation is
appropriate because the Debtors' assets and liabilities have
become so intertwined that separating them is prohibitive and
hurts all creditors.

If a substantive consolidation order is not entered by the Court,
the Liquidation Trustee will allocate distributions received on
account of the LLCP Second Lien Claim among the various Estates,
and then make pro rata distributions to holders of Allowed
General Unsecured Claims.

In the event the Liquidation Trustee determines that it is
impossible or impractical to allocate distributions received on
account of the LLCP Second Lien Claim among the various Estates
on an estate-by-estate basis, any distributions will be
distributed pro rata to all Allowed General Unsecured Claims
Holders after 10 days notice to the U.S. Trustee and Levine
Leichtman Capital Partners III, L.P., as Creditor Representative.

              Cancellation of Intercompany Claims

The Liquidating Plan provides that if the Estates are
substantively consolidated, all Intercompany Claims and
Intercompany Interests will be extinguished, except as necessary
to preserve the Causes of Action and other Liquidation Trust
Assets.

All Claims which lie or could lie against more than one Debtor
will be allowed solely against the primary obligor, and any
guarantee or cross-guarantee Claims against other Debtors will be
extinguished, Mr. Galzerano says.

                       Liquidation Trust

On the Effective Date, the Debtors, the Liquidation Trustee and
the Litigation Designee will execute the Liquidation Trust
Agreement and will take all steps necessary to establish the
Liquidation Trust in accordance with the Plan and the
Stipulation.

On the Effective Date and subsequently if additional Liquidation
Trust Assets become available, the Debtors will automatically
transfer to the Liquidation Trust all of their rights, title, and
interests in the Liquidation Trust Assets.

The Debtors will also have no interest with respect to the
Liquidation Trust Assets or the Liquidation Trust.

The LLCP Entities will fund the fees, costs and expenses of the
Liquidation Trust, Liquidation Trustee, Litigation Designee and
Creditor Representative.

Specifically, the LLCP Entities will provide:

  (a) up to $1,900,000 to the Litigation Designee, to be used
      solely for the fees, costs and expenses relating to the
      prosecution, settlement and liquidation of the Causes of
      Action;

  (b) $100,000 to the Liquidation Trustee, to be used solely for
      fees, costs and expenses of the Liquidation Trustee, the
      Creditor Representative and the Liquidation Trust for
      administering the Liquidation Trust and the Liquidation
      Trust Assets;

  (c) $50,000 to the Liquidation Trustee on each of the first
      and second anniversaries of the Effective Date, to be used
      solely for the fees, costs and expenses of the
      Liquidation Trustee, the Creditor Representative and the
      Liquidation Trust for administering the Trust and the
      Liquidation Trust Assets; and

  (d) $25,000 to the Liquidation Trustee on each of the third
      and fourth anniversaries of the Effective Date, to be used
      solely for the fees, costs and expenses of the Liquidation
      Trustee, the Creditor Representative and the Liquidation
      Trust.

The Liquidation Trust will terminate as soon as practicable, but
in no later than the seventh anniversary of the Effective Date,
provided however, that before the termination date, the Court may
extend the term of the Liquidation Trust for a finite period, if
the extension is necessary to liquidate the Liquidation Trust
Assets or for other good cause.

            Executory Contracts and Unexpired Leases

Mr. Galzerano states that any executory contracts or unexpired
leases that have not expired by their own terms before the
Effective Date, which the Debtors have not assumed and assigned
or rejected with the approval of the Court, or that are not the
subject of a motion to assume as of the Effective Date, will be
deemed rejected by the Debtors on the Effective Date.

The Court's order confirming the Liquidating Plan will also
constitute approval of rejection of any executory contracts or
unexpired leases pursuant to Sections 365(a) and 1123.   

The cure costs for all executory contracts and unexpired leases
that are assumed and assigned to New Werner Holdings Co. (DE),
LLC, as part of the Sale Transaction will be paid solely by the
Buyer, without any reduction of the Wind-Down Amount.

Moreover, the Liquidation Trustee will maintain a reserve for any
distributable amounts required to be set aside on account of
Disputed Claims and will distribute those amounts as provided
under the Liquidation Trust Agreement.

              Conditions for Plan Effective Date

Mr. Galzerano discloses the conditions precedent to the Effective
Date that must be satisfied or waived:

  (a) The Sale Transaction will have closed and the Cash
      consideration has been paid by the Buyer to the Debtors in
      accordance with the Asset Purchase Agreement and the
      Court's Sale Order.

  (b) All other actions and documents necessary to implement
      the Liquidating Plan has been effected or executed,
      including the Liquidation Trust Agreement.

  (c) There will be sufficient cash to permit payment of all
      amounts required to be paid on the Effective Date.

  (d) The Insurance Policies will have been purchased, paid in
      full, and will be in place.

  (e) The Alternative Dispute Resolution Procedures have been
      approved by the Court.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)  


WERNER LADDER: Treatment of Claims Under the Committee's Plan
-------------------------------------------------------------
The Plan of Liquidation filed by the Official Committee of
Unsecured Creditors in Werner Holding Co. (DE) Inc. aka
Werner Ladder Company and its debtor-affiliates'
Chapter 11 cases classifies and treats certain Claims and
Equity Interests into five classes:

    1. Class 1 Other Priority Claims;
    2. Class 2 Other Secured Claims;
    3. Class 3 LLCP Second Lien Claims;
    4. Class 4 General Unsecured Claims; and
    5. Class 5 Equity Interests.

Joseph Galzerano, co-chair of the Committee, states that the
Administrative and Priority Tax Claims have not been classified
in the Liquidating Plan.

Mr. Galzerano relates that the Bankruptcy Code does not require
administrative and priority claims to be classified under a
Chapter 11 plan.

All requests for allowance and payment of an Administrative Claim
must be filed on or before the July 9, 2007 Administrative Claims
Bar Date.  Each Holder of an Allowed Administrative Claim will be
paid on or after the Effective Date, in full and in cash.

Mr. Galzerano states that if an Allowed Administrative Claim
Holder agrees to have all or part of his Claim paid under the
Liquidation Trust, then that Claim will be paid senior to any
direct distributions made to the Allowed General Unsecured Claims
Holders, and will be paid junior to any distributions made on
account of the LLCP Second Lien Claim.

Each Holder of an Allowed Priority Tax Claim will be paid on or
after the Effective Date, in full and in cash.

If an Allowed Priority Tax Claim Holder agrees to have all or
part of his Claim paid under the Liquidation Trust, that Claim
will be paid senior to any direct distributions made to the
Allowed General Unsecured Claims Holders and will be paid junior
to any distributions made on account of the LLCP Second Lien
Claim.

                Treatment of Classified Claims
                     and Equity Interests

Class  Claims                 Treatment/Voting
-----  ------                 ----------------
1    Other Priority Claims  Unimpaired; deemed to accept
                             To be paid in cash, in full

2    Other Secured Claims   Unimpaired; deemed to accept
                             With legal, equitable and
                             contractual rights of the
                             holder unchanged

                             Holders will either:

                             * be paid from sale or disposition
                               proceeds of the collateral
                               securing each Allowed Class 2
                               Claim to the extent of the value
                               of the Holder's interest in the
                               property;

                             * receive all collateral securing
                               each Allowed Class 2 Claim
                               without representation or
                               warranty by or further recourse
                               against the relevant Debtor or
                               the Liquidation Trust; or

                             * receive treatment in any other
                               manner that will render the
                               Allowed Class 2 Claim otherwise
                               unimpaired.

3    LLCP Second Lien       Impaired; entitled to vote
      Claim                  To be paid in full from the
                             proceeds of the Liquidation Trust
                             Assets, to be shared with Allowed
                             General Unsecured Claims other
                             than the LLCP Unsecured Claim

4    General Unsecured      Impaired; entitled to vote
      Claims                 To be paid in full from the
                             proceeds of the Liquidation Trust
                             Assets, to be shared with Allowed
                             Class 3 Claim, provided that there
                             will be no distribution accruing or
                             made on account of the LLCP
                             Unsecured Claim until the LLCP
                             Second Lien Claim is paid in full,
                             in cash.

5    Equity Interests       Impaired; deemed to reject
                             To be cancelled on the Effective
                             Date; holders will receive no
                             distribution on account of their
                             interests.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)


WERNER LADDER: Panel Wants Solicitation Procedures Approved
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Werner
Holding Co. (DE) Inc. aka Werner Ladder Company and its
debtor-affiliates' chapter 11 cases asks the U.S. Bankruptcy
Court for the District of Delaware to approve its Disclosure
Statement describing the Plan of Liquidation for the Debtors,
dated June 19, 2007, as containing adequate information as
required under Section 1125(a)(1).

The Committee also asks the Court to establish procedures
associated with the solicitation and tabulation of votes to
accept or reject the Committee's Liquidating Plan.

The Court will convene a hearing July 24, 2007, at 10:00 a.m. to
consider approval of the Committee's Disclosure Statement.   
Objections, if any, to the adequacy of the Disclosure Statement
must be filed and served by July 16.

                    Solicitation Packages

Upon approval of its Disclosure Statement, the Committee intends
to distribute solicitation packages containing copies of:

  -- an order approving the Disclosure Statement;

  -- the Court-approved plan confirmation hearing notice and the
     date of the confirmation hearing;

  -- the deadline for voting on the Plan and the deadline and
     procedures for filing Plan confirmation objections;

  -- the Liquidating Plan and the accompanying Disclosure
     Statement;

  -- the Ballots and Master Ballot and a ballot return envelope;
     and

  -- other materials as the Court may direct or approve.

The Committee proposes not to transmit the Solicitation Package
to holders of Administrative Claims, Priority Tax Claims, Other
Priority Claims, and Other Secured Claims who are unimpaired
under the Liquidating Plan, and to Equity Interests holders who
are deemed to have rejected the Plan.

Victoria W. Counihan, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, relates that the Committee intends to send
to the Unimpaired Creditors and the Equity Holders a Non-Voting
Creditor Notice, which contains the non-voting classes and
summary of the Plan; the date and time of the Confirmation
Hearing; and the deadline and procedures for filing objections to
the Plan.

                Record Date and Voting Deadline

The Committee asks the Court to fix July 24, 2007, as the record
date to determine the creditors entitled to receive a
Solicitation Package, and who may be entitled to vote on the
Liquidating Plan, subject to the disallowance of those creditors'
claims or interests for voting purposes, and to determine the
creditors and interest holders entitled to receive the Non-Voting
Creditor Notice.

The Committee also asks Judge Carey to set August 16 at 4:00 p.m.
as the deadline by which all ballots for accepting or rejecting
the Plan will be received at the Ballot Tabulation Center, unless
extended by the Committee.

               Voting and Tabulation Procedures

The Committee proposes that that the amount of a claim used to
tabulate acceptance or rejection of the Plan should be:

  (a) the claim listed in a Debtor's schedule of liabilities,
      provided that the claim is not scheduled as contingent,
      unliquidated, undetermined or disputed and no proof of
      claim has been timely filed;

  (b) the non-contingent and liquidated amount specified in a
      proof of claim timely filed with the Court or Kurtzman
      Carson Consultants LLC to the extent claim is not the
      subject of an objection filed no later than July 27;

  (c) the amount temporarily allowed by the Court for voting
      purposes pursuant to Rule 3018(a) of the Federal Rules of
      Bankruptcy Procedure, provided that a motion is brought,
      notice is provided and a hearing is held before the
      Confirmation Hearing; and

  (d) with respect to ballots cast by alleged creditors who
      have timely filed proofs of claim in unliquidated, unknown
      or uncertain amounts that are not the subject of an
      objection filed before the Confirmation Hearing, those
      ballots will be counted in determining whether the
      numerosity requirement of Section 1126(c) has been met,
      but will not be counted in determining whether the
      aggregate claim amount requirement has been met.

Creditors seeking to have a claim temporarily allowed for
purposes of voting on the Plan should also be required to file a
claims estimation request no later than 14 days before the Voting
Deadline, and that the Court schedule a hearing on that request
for a date prior to the Confirmation Hearing.

If a creditor casts a ballot and has timely filed a proof of
claim but the creditor's claim is the subject of an objection
filed no later than 20 days before the Voting Deadline, the
Committee proposes that the creditor's ballot should not be
counted, unless that claim is temporarily allowed by the Court
for voting purposes after a Claims Estimation Motion is brought
by the creditor, notice is provided and a hearing is held before
the Confirmation Hearing.

The Committee proposes these additional voting procedures and
standard assumptions for tabulating the Ballots:

  (a) Separate claims held by a single creditor in a particular
      class will be aggregated as if that creditor held one
      claim against the Debtors in the class, and the votes
      related to those claims will be treated as a single vote
      to accept or reject the Liquidating Plan.

  (b) Creditors must vote all of their claims or interests
      within a particular class either to accept or reject the
      Plan and may not split their vote, and a ballot or
      multiple ballots that partially rejects and partially
      accepts the Plan will not be counted.

  (c) Ballots that fail to indicate an acceptance or rejection
      of the Plan or that indicate both acceptance and rejection
      of the Plan, but which are otherwise properly executed and
      received before the Voting Deadline will not be counted.

  (d) Only ballots that are timely received with original
      signatures will be counted, and unsigned ballots will not
      be counted.

  (e) Ballots postmarked before the Voting Deadline, but
      received after the Voting Deadline will not be counted;

  (f) Ballots that are illegible, or contain insufficient
      information to permit the identification of the creditor
      will not be counted;

  (g) If a creditor casts more than one ballot voting the same
      claim prior to the Voting Deadline, the last ballot
      received before the Voting Deadline will reflect the
      voter's intent and supercede any prior ballots;

  (h) If a creditor simultaneously casts inconsistent duplicate
      ballots with respect to the same claim, those ballots will
      not be counted.

  (i) Each creditor will be deemed to have voted the full amount
      of its claim and unless ordered by the Court, questions
      as to the validity, form, eligibility, acceptance, and
      revocation or withdrawal of Ballots will be determined by
      the Balloting Agent and the Committee, which will be
      final and binding.

The Committee further asks Judge Carey to set August 20, 2007, as
the deadline for filing Plan confirmation objections.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--   
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000)  


WGL HOLDINGS: S&P Revises Outlook to Stable from Negative
---------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on WGL
Holdings Inc. and its primary subsidiary, Washington Gas Light
Co., to stable from negative.  The outlook revision reflects S&P's
expectation that Washington Gas may have more stable future cash
flows due to the likely implementation of weather-normalized rate
designs in Virginia.

In its pending Virginia rate settlement discussions , Washington
Gas has proposed rate designs that include either weather- or
revenue-normalization mechanisms that should protect WGL from cash
flow volatility related to changing weather patterns and to a
lesser extent, declining demand related to gas conservation.
Standard & Poor's considers these changes to be likely, as weather
normalization has already been implemented for other gas utilities
in Virginia and is already in place for Washington Gas in
Maryland.  The addition of weather normalization in Virginia will
result in the decoupling of about 80% of Washington Gas Light's
operating margin from weather- and conservation-related
variability.

The ratings on Washington, D.C.-based WGL reflect the consolidated
credit profile of the company's regulated and unregulated
operating units.  These units include Washington Gas Light , a
regulated natural gas distribution utility that delivers to
customers in Washington, D.C., Maryland, and Virginia; Washington
Gas Energy Services Inc., an unregulated retail gas and power
marketer; and Washington Gas Energy Systems Inc., a provider of
commercial heating, ventilating, and air-conditioning services.
      
"The stable outlook on WGL and Washington Gas reflects our opinion
that regulatory outcomes in Virginia are likely to include
provisions that will protect the company from weather- and
conservation-related cash flow volatility," said Standard & Poor's
credit analyst Michael Messer.  The outlook could be revised to
negative if pending rate cases are significantly less favorable
than expected, if Prince George's County remediation costs are
disallowed, or if hexane cost recovery is permitted over an
extended period of time.
      
"Given the already high ratings assigned to WGL and Washington
Gas, a higher rating or positive outlook is unlikely," he
continued.


WHITING PETROLEUM: Prices 5 Million Common Stock Public Offering
----------------------------------------------------------------
Whiting Petroleum Corporation has priced its public offering of
5 million shares of common stock at $40.50 per share to the
public.
    
Whiting expects the delivery of the shares to occur on July 3,
2007.  Whiting has granted to the underwriters a 30-day option to
purchase up to 750,000 additional shares of common stock at the
same price per share solely to cover overallotments.
    
Assuming no exercise of the overallotment option, Whiting expects
to receive net proceeds from this offering of approximately
$193.9 million after deducting underwriting discounts and
commissions and estimated expenses of the offering.  

Whiting intends to use all of the net proceeds to initially repay
a portion of the debt currently outstanding under its credit
agreement and thereafter to use the increased credit availability
to pay for capital expenditures related to accelerated drilling
and completion of wells and construction of processing facilities
primarily at its Boies Ranch and Jimmy Gulch prospect areas in the
Piceance Basin and Robinson Lake prospect area in the Williston
Basin.
    
Merrill Lynch & Co. and J.P. Morgan Securities Inc. acted as joint
book-running managers for the offering.  The offering was made by
means of a prospectus and related prospectus supplement, copies of
which may be obtained from:

     Merrill Lynch & Co.
     No. 4 World Financial Center
     New York, NY 10080

              and

     J.P. Morgan Securities Inc.
     No. 4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245

                About Whiting Petroleum Corporation
    
Headquartered in Denver, Colorado, Whiting Petroleum Corporation,
(NYSE: WLL) -- http://www.whiting.com/-- is an independent oil   
and gas company that acquires, exploits, develops and explores for
crude oil, natural gas and natural gas liquids primarily in the
Permian Basin, Rocky Mountains, Mid-Continent, Gulf Coast and
Michigan regions of the United States.

                           *     *     *

Moody's Investor Services assigned a 'Ba3' on Whiting Petroleum
Corp.'s long term corporate family rating and probability of
default.  The outlook is stable.

The company's long term foreign and local issuer credit carry
Standard and Poor's 'BB-' ratings.  The outlook is stable.


* BOOK REVIEW: As We Forgive Our Debtors: Bankruptcy and Consumer
               Credit in America
-----------------------------------------------------------------
Authors:    Theresa A. Sullivan, Elizabeth Warren and Jay Lawrence
            Westbrook

Publisher:  Beard Books

Paperback:  280 pages

List Price: $34.95

Order your personal copy at

http://www.amazon.com/exec/obidos/ASIN/1893122158/internetbankrupt

This book is a major contribution to the study of bankruptcy and
to our understanding of debtors and creditors who end up in
bankruptcy court.

With the sharp increase in bankruptcies over the past decade and
an increasingly wide cross-section of occupational distribution
represented, the question treated by this study is both a legal
and a sociological one.

It does not attempt to study the internal workings of bankruptcy,
but the authors look outward to the larger population of bankrupt
debtors.

Using a multi-disciplinary approach, the authors have drawn social
and economic portraits of typical debtors against the backdrop of
the law and with hard empirical data.

                             *********

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 ***