TCR_Public/070705.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, July 5, 2007, Vol. 11, No. 157

                             Headlines

ACCESS WORLDWIDE: Converts Promissory Notes to Common Stock
ALLIED SECURITY: Moody's Revises Outlook to Stable from Positive
AMP'D MOBILE: Can Use Kings Road Cash Collateral Until July 9
AMP'D MOBILE: Court Okays Verizon Wireless Stipulation
ARMOR HOLDINGS: Commences Tender Offer for 8.25% Senior Notes

ASARCO LLC: Asarco Inc. to File Expert Report on Band 2 Sites
ASARCO LLC: Gov't Wants Claims Estimated Under Non-Bankruptcy Law
ASARCO LLC: Parties Respond to Establishment of Claims Procedures
BANC OF AMERICA: S&P Assigns B- Rating on $13.184MM Class Q Certs.
BCE INC: Teachers Private Offer Cues Fitch to Cut Ratings

BEAR STEARNS: Fitch Holds Low-B Ratings on Four Classes
CADILLAC COURT: Case Summary & Seven Largest Unsecured Creditors
CANWEST MEDIAWORKS: Debt Reduction Cues Moody's to Hold Ratings
CLEARLY CANADIAN: KPMG LLP Raises Going Concern Doubt
CMS ENERGY: Receives Requisite Consents for 7.5% Senior Notes

COFFEYVILLE RESOURCES: Flood Damages Cue S&P's Negative Watch
COMMUNITY CLINIC: Case Summary & 20 Largest Unsecured Creditors
COMPLETE RETREATS: Files Chapter 11 Plan of Liquidation
CONSOLIDATED COMMS: Acquisition Cues Moody's to Hold B1 Rating
CONSOLIDATED COMMS: Proposed Purchase Cues S&P's Negative Watch

COVENTRY REALTY: Case Summary & Four Largest Unsecured Creditors
CRDENTIA CORP: Posts $6.6 Million Net Loss in Qtr. Ended March 31
CREDIT SUISSE: Fitch Affirms C Rating on $8.4 Mil Class M Certs.
DEER RUN: Case Summary & 20 Largest Unsecured Creditors
DOLLAR GENERAL: Capital Revision Cues S&P to Revise Ratings

FORD MOTOR: June 2007 Total Sales Decrease by 8%
FREMONT GENERAL: Closes Lending Business Sale to iStar Financial
FREMONT GENERAL: Names Allan Faigin as Interim CEO and President
FRENCHWOOD POINTE: Case Summary & 20 Largest Unsecured Creditors
GENERAL MOTORS: June 2007 Sales Drop 24%

GRANDVIEW HOMES: Voluntary Chapter 11 Case Summary
H-LINES FINANCE: Moody's Lifts Corporate Family Rating to B1
HARBORVIEW MORTGAGE: Fitch Junks Rating on Class B5 Issues
HILTON HOTELS: Inks $26 Billion Merger Deal with Blackstone Group
HINES HORTICULTURE: Form 10-K Filing Delay Cues S&P to Junk Rating

HYDRAULIC TECH: Case Summary & 21 Largest Unsecured Creditors
IMAX CORP: Obtains Nasdaq Nod for Continued Common Stock Listing
INTERPOOL INC: Gets 99% Requisite Consents for 6% Senior Notes
J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2
JED OIL: Losses Cue Ernst & Young's Going Concern Doubt Opinion

KARA HOMES: Files Amended Chapter 11 Plan of Reorganization
LIPTRAP AQUATICS: Case Summary & 10 Largest Unsecured Creditors
LNR CDO: Fitch Affirms Low-B Ratings on Two Note Classes
MALDEN MILLS: Court Okays Jager Smith as Trustee's Special Counsel
MILLS CORP: To Wind Up Affairs and Liquidate Assets on Aug. 1

MORGAN STANLEY: S&P Places B- Rating on Negative CreditWatch
MOVIE GALLERY: Moody's Junks Corporate Family Rating
MUSICLAND HOLDING: Plan Confirmation Hearing Continued to July 24
MYERS INDUSTRIES: Moody's Rates Proposed $265 Million Notes at Ba3
NEW CENTURY: Fitch Junks Ratings on Four Loan Classes

NVF COMPANY: Judge Walsh Confirms Chapter 11 Reorganization Plan
OCCULOGIX INC: In talks with JEGC on $30 Mil. Securities Sale
ORECK CORPORATION: Moody's Lowers Corporate Family Rating to Caa1
PIXELPLUS CO: Ernst & Young Raises Going Concern Doubt
PREMIUM MOTOR: Voluntary Chapter 11 Case Summary

PRIMUS TELECOMM: Concludes Sale of 22.5MM Shares of Common Stock
PRODUCT A: Case Summary & 36 Largest Unsecured Creditors
REDDY ICE: Inks $1.1 Billion Merger Agreement with GSO Capital
REDDY ICE: GSO Capital Agreement Cues Moody's to Review Ratings
REMEDIATION FIN'L: Disclosure Statement Hearing Set for August 15

RHODE ISLAND: S&P Lowers Rating on $20MM Bonds to BB+ from BBB-
RJO HOLDINGS: S&P Lowers Counterparty Credit Rating to B- from B
SAGITTARIUS RESTAURANTS: Moody's Cuts Corp. Family Rating to B3
SOLUTIA INC: Wants Monsanto and Retiree Settlement Pacts Okayed
SOLUTIA INC: Bank of New York Balks at Amended Plan

STRUCTURED ASSET: S&P Lowers Rating on Class A and B Units to B
SWIFT & COMPANY: Moody's Keeps Ratings Under Review
TIME WARNER: S&P Revises Outlook to Stable from Negative
TRUEYOU.COM: Dec. 31 Balance Sheet Upside-down by $143.4 Million
TRUMP ENTERTAINMENT: S&P Affirms Corporate Credit Rating at B

TWEETER HOME: $10 Million Schultze Junior DIP Facility Okayed
TWEETER HOME: Gets Final Court OK on $60 Million GECC Financing
VANGUARD CAR: S&P Retains Positive Watch on B+ Corp. Credit Rating
VISANT HOLDING: Strategic Review Cues S&P's Negative Watch
WHITING PETROLEUM: Completes Public Offering of 5 Million Shares

* NBKRC Says Consumer Bankruptcies Up in 2007 Second Quarter

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

                             *********

ACCESS WORLDWIDE: Converts Promissory Notes to Common Stock
-----------------------------------------------------------
Access Worldwide Communications Inc. has converted all of the
company's outstanding convertible promissory notes to common
stock.
    
"We are very pleased to report that all of Access' convertible
debt has been converted to common shares," Shawkat Raslan,
chairman, president and chief executive officer of Access
Worldwide, said.  "The conversion of the convertible notes
strengthens our balance sheet, and provides Access with positive
shareholder equity."

Based in Arlington, Virginia, Access Worldwide Communications Inc.
(OTCBB: AWWC) -- http://www.accessww.com/-- is a business process  
outsourcing services company that offers customer management and
other BPO services from its offices in the United States and the
Philippines.  The company has approximately 1,000 employees
worldwide, Access supports clients in a variety of industries,
including financial services, technology, telecommunications,
consumer products, healthcare and media.

At March 31, 2007, the company's balance sheet showed
stockholders' deficit of $1,100,799, compared to a deficit of
$1,180,464 at Dec. 31, 2006.


ALLIED SECURITY: Moody's Revises Outlook to Stable from Positive
----------------------------------------------------------------
Moody's Investors Service changed the outlook of Allied Security
Holdings LLC to stable from positive.  Concurrently, Moody's
affirmed the B2 Corporate Family Rating and existing instrument
ratings.

Notwithstanding recent successes with respect to new contract
acquisitions, the change in outlook was prompted by financial
performance below Moody's expectations, and reliance on continuing
high levels of customer retention to replace lost contracts such
as the relatively large Florida Department of Transportation
contract which expired on March 31, 2007.  The change in outlook
also takes into account the restatement of the company's financial
statements which took place earlier this year.  The ratings are
constrained by relatively high leverage and low interest coverage.

The B2 Corporate Family Rating continues to reflect Moody's
expectation of positive pro forma adjusted free cash flow for 2007
in line with the B2 Corporate Family Rating category and
expectations of sustained improvement thereafter.  The ratings and
stable outlook are also supported by the company's substantially
higher current customer retention rates compared to a year ago and
recent momentum in the business, including the acquisition of
significant new security contracts in 2007.  The company also
benefits from heightened emphasis on security across all sectors
of the economy and likely relative resistance to possible
recessionary effects.

Very low or negative adjusted free cash flow, EBITDA to interest
coverage significantly below 1.5 times, major debt-financed
acquisitions, or the assumption of additional indebtedness could
result in a downgrade.

Sustainable adjusted free cash flow to debt ratios in excess of
5%, improvement of EBITDA coverage of interest expense to above
2.5 times and a record of continued reduction in financial
leverage could lead to positive ratings momentum.

Moody's took these rating actions:

-- Affirmed the B2 Corporate Family Rating.

-- Affirmed the B2 Probability of Default Rating.

-- Affirmed the Ba3 (LGD 3, 31%) rating on the $50 million senior
    secured revolver due 2009;

-- Affirmed the Ba3 (LGD 3, 31%) rating on the $270 million
    senior secured term loan due 2010;

-- Affirmed the Caa1 (LGD 5, 84%) rated $179 million senior
    subordinated notes due 2011;

The ratings outlook was changed to stable from positive.

Allied Security Holdings LLC, headquartered in King of Prussia,
Pennsylvania, is the second largest security services company in
the US and provides security services to clients in a number of
industry sectors, including commercial real estate, higher
education, healthcare, residential communities, manufacturing and
distribution, financial institutions, shopping centers and other
commercial facilities.  The company operates under the names of
`"AlliedBarton Security Services'' and "AlliedBarton" nationally,
and as "Initial Security" in some locations as a result of the
acquisition of "Initial Security."  The company has more than
49,000 employees and over 100 offices nationwide service serving a
client base that includes about 200 Fortune 500 companies in 45
states and the District of Columbia.  The company had $1.4 billion
in revenue for the twelve months ended March 31, 2007, pro forma
for the full year effect of the acquisition of Initial.


AMP'D MOBILE: Can Use Kings Road Cash Collateral Until July 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Amp'd
Mobile Inc. authority to continue using up to $15,256,000 from its
cash collateral until July 9, 2007, provided that $4,096,000 will
only be used subject to Kings Road Investments Ltd.'s consent.

The Debtor's permission to use its cash collateral expired on
June 28, 2007.  

The Debtor presented to the Court its revised budget for estimated
cash flow for the period from June 1 through July 9,
2007.

                      Amp'd Mobile, Inc.
                     Projected Cash Flow
                June 1, 2007 to July 9, 2007

                           June 1      June 16    June 26
                         to June 15  to June 25  to July 9
                         ----------  ----------  ----------
Beginning Cash                    -           -  $9,414,000
  Plus: Daily Receipts                            6,630,000
  Less: Chargebacks to

        SVB Asset Mgmt.           -           -     260,000
                                                -----------
Total Available Cash                            $15,784,000

Payroll and Benefits     $1,308,000  $1,138,000  $1,495,000
Advertising                       0           0     530,000
Content                     140,000      84,000   1,651,000
Credit                            0           0     192,000
Vendor Payments and
  Professional Fees         815,000   1,383,000   2,015,000
Foreign Subsidiaries         75,000     125,000     225,000
Reserve                           0   2,450,000   1,646,000
                         ----------  ----------  ----------
Total Disbursements      $2,338,000  $5,180,000  $7,754,000
                         ----------  ----------  ----------
Ending Cash after
Disbursements
through July 9                                     $512,000
                                                 ==========

As adequate protection, the Debtor grants to Kings Road properly
perfected liens of Brightpoint North America, L.P., Silicon
Valley Bank and the valid rights of any creditor.  Kings Road's
Replacement Lien, however, will not create a security interest or
lien against any lease between Westside Medical Park, LLC, and
the Debtor.

Kings Road's Replacement Lien is subordinate only to certain
Carve-Outs for (i) unpaid fees of the Clerk of the Bankruptcy
Court and the U.S. Trustee, (ii) professional fees and
disbursements to the bankruptcy professionals not exceeding
$200,000, and (iii) fees and disbursements not exceeding $850,000
for the Debtor's professionals and not exceeding $180,000 for the     
professionals of the Official Committee of Unsecured Creditors.

The Court will convene a hearing on July 9, 2007, to consider the
Debtor's further use of its cash collateral.

At a June 25 hearing, the Debtor informed the Court that it is
engaged in talks regarding a proposed DIP financing and related
negotiations with Verizon Wireless regarding their ongoing
business relationship.  The Court has scheduled a hearing for
July 9 for a proposed DIP Motion that the Debtor intends to file
once negotiations are complete.

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. 7;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/     
or 215/945-7000).


AMP'D MOBILE: Court Okays Verizon Wireless Stipulation
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved a stipulation resolving services agreement between Amp'd
Mobile Inc. and Verizon Wireless.

Since the Debtor filed for bankruptcy, Verizon continued to
provide the Debtor with services pursuant to a wholesale
agreement.

Verizon has issued invoices, aggregating $10,600,000, to the
Debtor for usage charges, Ashley B. Stitzer, Esq., at The Bayard
Firm, in Wilmington, Delaware, relates.  Most of the invoices
cover primarily prepetition charges and partly postpetition
charges.

Because of the staggered billing cycles, only a portion of the
postpetition charges has been invoiced and will be payable in
July 2007, Ms. Stitzer says.

To resolve their dispute, the parties engaged in discussions and
subsequently stipulated that the Debtor will pay $2,500,000 to
Verizon on July 2, 2007, on account of the accrued but unpaid
postpetition usage charges for the month of June 2007.

Kings Road Investments, Ltd., is deemed to have consented to the
use of $2,500,000 of the Cash Collateral.

The Partial Payment is crucial for the orderly and efficient
operation of the Debtor's business and the enhancement of its
prospects for a successful Chapter 11 reorganization, Ms. Stitzer
asserts.

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. 7;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/     
or 215/945-7000).


ARMOR HOLDINGS: Commences Tender Offer for 8.25% Senior Notes
-------------------------------------------------------------
Armor Holdings Inc. has commenced a cash tender offer for any and
all of its $150 million in aggregate principal amount of
8.25% Senior Subordinated Notes due 2013 (CUSIP No. 042260AB5).

The Offer shall expire at 12:00 midnight, New York City time, on
July 30, 2007, unless extended or earlier terminated.  Holders who
validly tender and do not validly withdraw their Notes and deliver
their consents on or prior to 5:00 p.m., New York City time, on
July 16, 2007, unless extended, will be eligible to receive the
Total Consideration.

The Total Consideration to be paid for each Note validly tendered
on or prior to the Consent Date and accepted for payment, will be
determined as specified in the Offer to Purchase on the basis of a
yield to the first redemption date for the Notes equal to the sum
of (i) the yield, based upon the bid side price of the 4.125% U.S.
Treasury Note due Aug. 15, 2008, as calculated by UBS Investment
Bank in accordance with standard market practice on the price
determination date, as described in the Offer to Purchase, plus
(ii) a fixed spread of 50 basis points.

The Total Consideration for each Note tendered includes a consent
payment of $20 for each $1,000 principal amount.  Holders whose
valid tenders are received after the Consent Date, but on or prior
to the Expiration Date, will receive the Tender Offer
Consideration, but will not receive the Consent Payment.  The
Tender Offer Consideration is the Total Consideration less the
Consent Payment.

The early payment date is expected to be promptly after the
satisfaction of the merger condition described below if the Notes
are accepted for purchase by Armor.  The final payment date is
expected to be after the Expiration Date.

Holders of Notes who validly tender and do not validly withdraw
their Notes in the Offer will also receive accrued and unpaid
interest from the last interest payment date to the applicable
settlement date.

In conjunction with the Offer, Armor is also soliciting consents
to certain proposed amendments to the indenture governing the
Notes that would eliminate substantially all restrictive covenants
and certain event of default provisions in the indenture.

Any holder who tenders Notes pursuant to the Offer must also
deliver a consent.  The Offer and Solicitation were made upon the
terms and subject to the conditions set forth in the related Offer
to Purchase and Consent Solicitation Statement dated July 2, 2007.

Armor's obligation to accept for purchase and pay for the Notes
validly tendered and consents validly delivered, and not validly
withdrawn or revoked, pursuant to the Offer is subject to and
conditioned upon the satisfaction of Armor's waiver of, certain
conditions including:

   a) the consummation of the proposed merger of Jaguar
      Acquisition Sub Inc., a Delaware corporation and a wholly        
      owned subsidiary of BAE Systems Inc., with and into Armor
      pursuant to an Agreement and Plan of Merger among Armor,
      BAE Systems Inc. and Merger Sub dated as of May 7, 2007;

   b) tender of at least a majority in principal amount of the
      outstanding Notes prior to the acceptance for purchase of
      any Notes tendered pursuant to the Offer, and obtaining
      the requisite consents for the execution of a supplemental
      indenture giving effect to the proposed amendments to the
      underlying indenture; and

   c) certain other general conditions, each as described in
      more detail in the Offer to Purchase.

Armor has retained UBS Investment Bank to serve as Dealer Manager
and Solicitation Agent, U.S. Bank National Association to serve as
Depositary and Global Bondholder Services Corporation to serve as
Information Agent for the Offer and Solicitation.

Requests for documents may be directed:

     Global Bondholder Services Corporation
     65 Broadway - Suite 723
     New York, NY 10006
     Tel (866) 804-2200 (toll free)
         (212) 430-3774

Questions regarding the terms of the Offer and Solicitation should
be directed to UBS Investment Bank at (888) 722-9555, ext. 4210
(toll-free) or (203) 719-4210 (collect).

                    About Armor Holdings Inc.

Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH)-- http://www.armorholdings.com/-- manufactures and    
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets.

                          *     *     *

Armor Holdings, Inc.'s 8-1/4% Senior Subordinated Notes due 2013
carry Moody's Investors Service's B1 rating and Standard & Poor's
B+ rating.


ASARCO LLC: Asarco Inc. to File Expert Report on Band 2 Sites
-------------------------------------------------------------
Asarco Inc., an affiliate of ASARCO LLC and its debtor-affiliates,
seeks leave from the U.S. Bankruptcy Court for the Southern
District of Texas to introduce expert reports and submit expert
witnesses, testimony and conduct cross-examination in the
environmental estimation proceedings for the Band 2 Superfund
Sites.

For the Band 2 Sites, Asarco Inc. intends to submit the reports
of two experts -- Dr. Robert Powell of Environ International
Corporation to address remediation claims, and Dr. William
Desvousges to address natural resource damage claims.

The Band 2 Sites are composed of the Silver Bow Creek/Butte Area,
Iron Mountain Mine, Barker-Hughesville Block P Mine and Mill,
Azurite Mine and Mill, Everett Smelter, Tacoma Smelter and Bunker
Hill Superfund Facility/Coeur d'Alene Basin Superfund Sites.

The U.S. Government argues that Asarco Inc.'s request imposes
inappropriate burden on the Government merely by insisting that
Asarco Inc. has the right to participate with expert reports at
all Sites.

The Government contends that Asarco Inc.'s role should be limited
to attending hearings, filing briefs, and being heard in
connection with the Environmental Estimation Proceedings.

                             Deadlines

The Honorable Richard S. Schmidt establishes these dates to govern
the estimation proceedings of claims related to the Band 1 Sites:

  July 16, 2007   -- Deadline of Band 3 Mediations

  July 20, 2007   -- Band 1 Discovery Period and expert
                     depositions

  July 23, 2007   -- Exchange of Band 1 Sites and
                     Witness/Exhibit Lists

                  -- Band 1 Pre-Trial Briefs, Motions and
                     Objections Due

  July 30, 2007   -- Response Briefs

                  -- Deadline for Submission of Written
                     Testimony

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Gov't Wants Claims Estimated Under Non-Bankruptcy Law
-----------------------------------------------------------------
The U.S. Government tells the U.S. Bankruptcy Court for the
Southern District of Texas that the environmental claims against
ASARCO LLC and its debtor-affiliates should be estimated with non-
bankruptcy law.

Most of the claims asserted by the United States Government
against the Debtors were filed under the Comprehensive
Environmental Response, Compensation, and Liability Act, and seek
to joint and several liability, David L. Dain, Esq., in
Washington, D.C., tells the Court.

Under the CERCLA, the Debtors are jointly and severally liable to
the Government unless the Debtors can prove divisibility of harm,
Mr. Dain contends.  The CERCLA mitigates joint and several
liability by giving potential responsible parties the right to
seek contribution "during or after" a civil action under Section
106 or 107(a) of the CERCLA from any other person that is liable,
Mr. Dain notes.  In resolving those contribution claims, the
Court may allocate response costs among liable parties using
equitable factors it determines are appropriate.

The Government asserts that without proof by the Debtors that the
harm at a site is divisible, the Court should determine the
amount of its claim for joint and several liability.

Mr. Dain notes that the Debtors appear to believe that whether or
not the Court finds divisibility of harm at a particular site,
their allocation of liability should be determined after taking
into account their claims for contribution and application of
equitable factors.  The Debtors also believe that the Government
claims for joint and several liability should be disallowed,
whether or not they can show that harm is divisible at a site,
and whether or not a claim for joint and several liability would
be valid outside of the Bankruptcy Court's jurisdiction.

The Government asserts that the parties in the Debtors'
estimation proceedings urgently need the Court's guidance on the
issue of how environmental liability should be estimated.  If the
Court estimates an "allocation" of liability based on equitable
factors, it would need to hear evidence and expert testimony
about third parties' liability at sites and about the various
equitable factors that apply to contribution actions, Mr. Dain
says.

But the Debtors seek to allocate "equitably" significant portions
of liability to third parties who will not be defending those
allegations in the bankruptcy cases because the third parties are
defunct, not viable, or otherwise not participating in the
bankruptcy cases, Mr. Dain points out.  "Those allegations, if
they are to be considered, raise numerous factual issues
including, but not limited to, whether the third parties really
are liable, whether the third parties have defenses, whether the
third parties are viable, their contribution to contamination,
and other complex equitable factors."

The Debtors' proposed approach therefore significantly broadens
the scope of issues that would need to be considered at the
estimation hearings, further burdening the aggressive schedule
the parties are attempting to meet, Mr. Dain asserts.  Given the
extremely tight schedule, the addition of those issues would
raise serious due process concerns, Mr. Dain continues.

Moreover, there would be serious issues about the scope of the
Court's legal jurisdiction to "estimate" the Debtors'
contribution claims, which are not "core proceedings" and would,
at best, fall within the Court's "related to" jurisdiction, Mr.
Dain says.

The state of Arizona Department of Environmental Quality supports
the Debtor's position regarding estimation of environmental
claims in accordance with applicable non-bankruptcy law on joint
and several liability and divisibility.

                           Responses

These entities responded to the Government's Memorandum of Law to
determine that its environmental claims be estimated in
accordance with applicable non-bankruptcy law on joint and
several liability and divisibility:

1. ASARCO LLC

The approach suggested by ASARCO LLC is not complicated or unfair
but instead promote equality of treatment, Tony M. Davis, Esq.,
at Baker Botts, L.L.P., in Houston, Texas, maintains.

Through the approach suggested by ASARCO, the Court need only
apply the equitable factors that are well-established by
substantive environmental law, Mr. Davis points out.  ASARCO's
proposed design for the estimation proceedings simply
acknowledges that its environmental liabilities exist and that
those liabilities have legal implications under CERCLA, Mr. Davis
continues.

The Government has criticized ASARCO's approach because it does
not provide ASARCO with any liability for orphan shares, which
are the shares of liability attributable to bankrupt or
financially insolvent PRPs, Mr. Davis notes.  The Government also
suggested that it is inequitable to have the government and
taxpayers bear the risk of the orphan shares.  Mr. Davis  
contends that any unfairness to the government and taxpayers must
be weighed against the unfairness of having ASARCO's creditors
pay for two bankruptcies.

The CERCLA does not require the imposition of joint and several
liability, Mr. Davis emphasizes.  As the Fifth Circuit stated in
EPA v. Sequa Corp. (In re Bell Petroleum Servs., Inc.) 3 F.3d
889, 901 (5th Cir. 1993), "joint and several liability is not
mandated under CERCLA; Congress intended that the federal courts
impose joint and several liability only in appropriate cases,
applying common-law principles."

The Government's request that joint and several liability be
imposed on ASARCO would be terribly unfair because ASARCO and its
estate would be burdened with significantly higher environmental
claims that ASARCO would face were it not in bankruptcy, Mr.
Davis contends.

Mr. Davis notes that in the claim amounts asserted by the
Government and other parties related to the Tri-State, Coeur
d'Alene, Big River, California Gulch and Madison County Sites
total $6,166,863,458 if ASARCO is held jointly and severally
liable.  ASARCO's share will be reduced to $727,142,454, or
approximately 12%, if the Court estimates ASARCO's liability by
equitably comparing its liability to that of other PRPs at those
Sites, Mr. Davis says.

Holding ASARCO jointly and several liable will dramatically
affect the class of unsecured claims and the dilution of voting
power and distributive share will be entirely and unfairly born
by the other unsecured creditors, Mr. Davis adds.

ASARCO asks the Court to adopt a middle ground that is consistent
with the Bankruptcy Code and the environmental law that would
apply if ASARCO was not in bankruptcy to achieve a ratable
distribution of assets among creditors.

Estimation promotes a fair distribution to creditors through a
realistic assessment of uncertain claims, Mr. Davis asserts.  "By
considering how liability would be allocated to ASARCO outside of
bankruptcy, the Court can more fairly estimate the "likely
outcome" and arrive at a 'realistic assessment' of the
environmental claims against ASARCO."

2. BP Claimants

Atlantic Richfield Company, ARCO Environmental Remediation LLC,
BP America, Inc., Amoco Oil, Amoco Production Company, Amoco
Research Center, and BP Amoco PLC assert that the estimation
proceedings are limited to estimation of environmental claims
against the Debtors.

The estimation proceedings cannot be expanded beyond the limited
scope to include estimation of claims of the Debtors against
other PRPs or claims between non-debtor parties like the U.S.
Government and PRPs, the BP Claimants emphasize.

The Bankruptcy Court is not a proper forum in which to make a
final determination of the Debtor and Non-Debtor Claims, James S.
Carr, Esq., at Kelley Drye & Warren, LLP, in New York, contends.  
Proceedings to determine a debtor's contribution claims or the
claims of non-debtors against each other are non-core, related to
proceedings, which only the District Court can enter final orders
and judgments, Mr. Carr clarifies.

Any attempt to expand the scope of the estimation proceedings,
whether in context of arriving at an equitable allocation of
liability among PRPs or otherwise, would raise grave
jurisdictional, due process and procedural problems, the BP
Claimants asserts.

Accordingly, the BP Claimants ask the Bankruptcy Court to rule
that any order on the Environmental Estimation Motion provide
that the estimation proceedings is limited to the estimation of
environmental claims against the Debtors and will not determine
the allocation of liability to the BP Claimants or other PRPs.

To the extent any allocation of liability occurs in the course of
the estimation proceedings, the BP Claimants seek that the
allocation will expressly provide that it will not have
preclusive or binding effect as a matter of collateral estoppels,
res judicata or other doctrine of preclusion in any subsequent
proceedings to determine Debtor or Non-Debtor Claims.

3. Asarco Inc.

The Government's request is premature, Asarco Incorporated
argues.  Every circuit court that considered joint and several
liability issues make clear that determining whether
apportionment is appropriate is a fact-intensive inquiry made on
a case-by-case, site-by-site basis, and it would be error to do
otherwise, Gregory Evans, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in Los Angeles, California, contends.

Total environmental claims made against the Debtors' bankruptcy
estates now exceed $8,000,000,000, Asarco Inc. points out.  If
the environmental claims are properly divided and either
apportioned or allocated, pro rata, among responsible parties,
the Debtors' share could range from only 5% to 10% at some Sites,
Mr. Evans contends.

Mr. Evans further argue that the Government's request also
mischaracterizes and confuses environmental and bankruptcy law in
three key aspects:

  (1) CERCLA is not a pure "joint and several" liability
      statute.  To the extent the claims are reasonably
      divisible, following the Restatement of Torts approach
      adopted by every circuit court to consider the issue, the
      Bankruptcy Court must apportion the claims.

  (2) The Government asks the Court to apply "non-bankruptcy law
      on joint and several liability and divisibility," but
      cherry-picks CERCLA's provisions, ignoring the statutory
      scheme that allows for apportionment among contributors.

  (3) The Government ignores the fact if no pro rata
      apportionment is made in the estimation, the value of the
      Debtors' estates will be artificially and unfairly
      diminished while the costs and burden of further
      litigation will be shifted from the Government to the
      Debtors.

Asarco Inc. asks Judge Schmidt to deny the Government's improper
attempt to deny the Debtors their rights to apportionment.

4. Doe Run

The Doe Run Resources Corporation, doing business as The Doe Run
Company, and DR Land Holdings, LLC, notes that the Government's
pleading contained no prayer of relief.  It appears that the
Government seeks to learn from the Bankruptcy Court whether or
not it will be obliged to present evidence on the issue of the
Debtors' claims for contributions against third-parties if the
Court determines that the Debtors are jointly and severally
liable on the Government's claims at one or more Sites, Doe Run
adds.

Doe Run asserts that if the Debtors are not found to be jointly
and severally liable with respect to a claim, no need would exist
to receive evidence as to equitable allocation among potentially
responsible parties to any other theory the Debtors may advance
in support of a "net" claim award.

Thus, Doe Run urges the Court to limit the inquiry at the
scheduled estimation hearings to whether joint and several
liability exists, on a claim-by-claim, site-by-site basis.

If the Debtors' joint and several liability is established with
respect to a claim, Doe Run notes, the Court can then determine
whether, and how, it will estimate the Debtors' several
liability.

Accordingly, Doe Run asks the Court to sustain its objections to
the estimation process to the extent that estimation would
directly or indirectly result in a determination of any party's
claims against Doe Run.

                Responses to Introductory Briefs
                   on California Gulch Sites

1. U.S. Government

ASARCO LLC asserted that it has no obligation to comply with
Section 959(b) of the Judiciary and Judicial Procedure because
all of the California Gulch properties at issue are owned by a
joint venture between ASARCO and Resurrection Mining Company --
and not solely owned by ASARCO, the U.S. Government notes.

While ASARCO asserted that it does not own the mine properties at
issue, as well as the Yak Tunnel water treatment plant, which
ASARCO constructed and previously operated to comply with the
Environmental Protection Agency's administrative orders, the  
Government argues that ASARCO has failed to identify any deed,
contract or other legal instrument by which ownership of the
mining properties and related facilities were purportedly
conveyed to a joint venture entity.

2. ASARCO LLC

ASARCO LLC points out that the briefs filed by the U.S.
Government and the Resurrection Mining Company and Newmont Mining
Corporation regarding ownership of the California Gulch
properties present the Court with one question -- Are the
California Gulch properties owned by the joint venture between
ASARCO and Resurrection, or owned by Resurrection and ASARCO as
tenants-in-common?

ASARCO maintains that the California Gulch properties are owned
by the Resurrection-ASARCO Joint Venture and are not part of the
ASARCO bankruptcy estate.  Tony M. Davis, Esq., at Baker Botts,
L.L.P., in Houston, Texas, notes that the Joint Venture is
governed by Colorado partnership law since:

  * there is no dispute that Resurrection and ASARCO shared
    expenses and profits for decades;

  * treated the Joint Venture as a joint venture;

  * signed agreements identifying the joint venture as a
    separate entity; and

  * signed a Dissolution Agreement specifying a procedure for
    winding up the Joint Venture, including the sale of the
    Joint Venture property.

All of these facts prove that the Joint Venture was, in fact, a
joint venture partnership under Colorado law, Mr. Davis asserts.

Furthermore, Mr. Davis notes that Resurrection has admitted that
ASARCO and Resurrection contributed the Californian Gulch
properties to the Joint Venture.

3. Newmont Parties

Resurrection Mining Company and Newmont Mining Corporation tell
the Court that ASARCO and Resurrection chose not to form an
entity that would act as an intermediary for holding of title of
the Joint Venture property.  Matthew S. Okin, Esq., at Okin &
Adams, LLP, in Houston, Texas, says that ASARCO specifically
disclaimed the creation of a partnership and thus, the parties  
discarded their earlier intention of creating a corporation to
which they would deed the Joint Venture property.

Instead, the parties conveyed interests in their property within
the Leadville Unit to each other, Mr. Okin continues.  This
cross-conveyance effectively created a tenant-in-common
relationship between ASARCO and Resurrection, which remains in
place today, Mr. Okin avers.

ASARCO and Resurrection maintained separate insurance on their
respective interests in the Property and they took their own
depletion allowances for purposes of those interests, Mr. Okin
says.  In addition, none of the parties' subsequent acquisitions
of additional property were ever made in the name of an entity
and instead were place in the names of ASARCO and Resurrection as
tenants-in-common.

Since ASARCO owns an interest in all of the Joint Venture
Property, ASARCO clearly owns property on which conditions that
pose risk of imminent and identifiable harm to the environment
and the public exists, Mr. Okin explains.

Claims related to the remediation of the imminent risk,
especially when there are existing government clean-up orders in
place, are at a minimum administrative claims in ASARCO's
bankruptcy case and may in fact not be "claims" subject to
discharge at all, Mr. Okin further asserts.

Thus, estimation of those "claims" is not appropriate at this
time and the Bankruptcy Court should decline to estimate those
claims, the Newmont Parties maintain.

In connection with its response, the Newmont Parties delivered to
the Court an initial report prepared by Herrick K. Lidstone, Jr.,
Esq.  The Newmont Parties have asked Mr. Lidstone to review the
agreements that Resurrection and ASARCO entered into in 1956 with
respect to the ownership of the California Gulch properties.

In his report, Mr. Lidstone determined that the 1956 Agreements
clearly transferred properties between ASARCO and Resurrection
with the intent that each owns 50% undivided interest in the
Joint Venture property.  Mr. Lidstone concluded that the only
forms of co-ownership of property by the Colorado statutes at the
time of the 1956 Agreements were co-tenancy, joint tenancy,
tenancy in partnership and a co-parcener relationship.

Mr. Lidstone added that subsequent agreements did not change the
ownership structure between Resurrection and ASARCO as co-
tenants.  Mr. Lidstone though admitted that Resurrection's
failure to continue contributing to the co-ownership relationship
did result in a dilution of its percentage ownership interest.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ASARCO LLC: Parties Respond to Establishment of Claims Procedures
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiaries of ASARCO LLC and its debtor-affiliates, and the
Fireman's Fund Insurance Company have filed responses regarding
the Debtors' move to establish procedures for toxic tort claims.

As reported in the Troubled Company Reporter on June 7, 2007, the
Debtors sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas to establish procedures for the
handling of omnibus objections to proofs of claims relating to
their alleged toxic tort, non-asbestos liabilities and the
estimation of certain Toxic Tort Claims.  Approximately 850 Toxic
Tort Claims have been filed against the Debtors aggregating
approximately $1,470,000,000.

The Toxic Tort Claims include allegations of traditional toxic
tort, personal injury, environmental property damage and related
breach-of-settlement claims.  Most of the Toxic Tort Claims fall
into three categories of claims:

  (1) The "Tar Creek Claims" consist of numerous claims asserted
      by individual claimants, local governmental entities and
      the Quapaw Indian Tribe alleging personal injury, lead
      contamination, and property damages resulting from the
      Debtors' operations of a site in Tar Creek, Oklahoma.  The
      Tar Creek Claims aggregates to approximately
      $1,030,000,000.

  (2) The "Amparano Claims" consist of 243 claims asserted by
      plaintiffs in a class action lawsuit alleging property
      damage and personal injuries from the Debtors' operations
      of the Ray Mine and the Hayden Smelter located in Ray
      Complex, Arizona.  The Amparano Claims aggregate
      $340,000,000.  The putative class representative filed a
      class claim for $25,000,000.

  (3) The "El Paso Smelter Claims" consist of 80 claims asserted
      by plaintiffs in a number of lawsuits alleging personal
      injury and property damage as a result of the Debtors'
      operations of the El Paso Smelter located in El Paso,
      Texas.  The El Paso Smelter Claims aggregate approximately
      $12,000,000.

                           Responses

1. Asbestos Committee

The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors has not yet completed its analysis and
investigation of the Debtors' toxic tort liabilities, Jacob L.
Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, tells the Court.

The Asbestos Committee agrees that the Debtors' toxic tort
liabilities need to be estimated to facilitate their
reorganization.  The Asbestos Committee, however, is unable, at
this time, to determine the extent to which it will ultimately
support or oppose the estimation of the Debtors' toxic tort
liabilities.

Accordingly, the Asbestos Committee reserves its right to file a  
further response, and its right to be heard at any hearing on
toxic tort liabilities estimation request and participate in the
formulation of any proposed estimation.

2. FFIC

Fireman's Fund Insurance Company issued to ASARCO LLC various
insurance policies that provide coverage for toxic tort claims.  
Under the Insurance Agreements, FFIC has rights to associate in
the defense, investigation and settlement of all claims alleged
to be covered by the insurance policies, Veronica Martinsen
Bates, Esq., at Hermes Sargent Bates, in Dallas, Texas, tells the
Court.

FFIC opposes ASARCO's estimation request of the Toxic Tort
Claims.  If approved, the Toxic Tort Claim Estimation will
violate the terms of various insurance contracts that FFIC issued
to ASARCO, Ms. Bates argues.  Any violation of the terms of the
FFIC Insurance Agreements, according to Ms. Bates, will vitiate
any insurance coverage that may otherwise be available to
indemnify the Debtors on account of Toxic Tort Claims.

FFIC wants to ensure that its rights under the Insurance
Agreements are not prejudiced by any estimation proceeding.  FFIC
also asks the Court to bar the Debtors from using the results of
the estimation in any pending or future insurance coverage
litigation or to effectively bind FFIC, in connection with
valuations or settlements of any otherwise covered Toxic Tort
Claims.

Ms. Bates points out that the proposed estimation procedure would
vest unto the Debtors, the Official Committees of Unsecured
Creditors and the Future Claims Representative with the exclusive
right to object to, and resolve, all Toxic Tort Claims that may
otherwise be subject to coverage under the Insurance Agreements.

Accordingly, FFIC asks the Court to provide in any Toxic Tort
Claims Estimation Order that all finds and rulings made in
connection with estimation procedures be used solely and
exclusively for plan confirmation purposes and not for a
determination of FFIC's rights and obligations, if any, under the
various FFIC insurance contracts issued to any of the Debtors.

In the alternative, if the Court is unwilling to limit the
Debtors' permissible use of findings and rulings from any
estimation procedures, FFIC asks Judge Schmidt to afford it the
right to fully participate in any proceedings for the Toxic Tort
Claims Estimation.

                         About ASARCO LLC

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

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

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

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

The Debtors' exclusive period to file a plan expires on
Aug. 9, 2007.  (ASARCO Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BANC OF AMERICA: S&P Assigns B- Rating on $13.184MM Class Q Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Trust 2007-3's
$3.52 billion commercial mortgage pass-through certificates series
2007-3.
     
The preliminary ratings are based on information as of July 3,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
AB, A-4, A-1A, XW, A-M, A-J, B, C, and D are currently being
offered publicly.  Standard & Poor's analysis of the portfolio
determined that, on a weighted average basis, the pool has a debt
service coverage of 1.19x, a beginning LTV of 128.0%, and an
ending LTV of 125.8%.  The rated final maturity date for these
certificates is June 2049.
     
    
                Preliminary Ratings Assigned
      Banc of America Commercial Mortgage Trust 2007-3
   
    Class        Rating        Amount   Recommended credit
                                             Support
    -----        ------        ------    ----------------
     A-1          AAA       $50,000,000      30.000%
     A-2          AAA      $484,000,000      30.000%
     A-3          AAA      $133,000,000      30.000%
     A-AB         AAA       $78,944,000      30.000%
     A-4          AAA    $1,067,000,000      30.000%
     A-1A         AAA      $648,014,000      30.000%
     XW*          AAA               TBD         N/A
     A-M          AAA      $351,565,000      20.000%
     A-J          AAA      $241,701,000      13.125%
     B            AA+       $35,157,000      12.125%
     C            AA        $48,340,000      10.750%
     D            AA-       $26,368,000      10.000%
     E            A+        $26,367,000       9.250%
     F            A         $35,157,000       8.250%
     G            A-        $30,762,000       7.375%
     H            BBB+      $48,340,000       6.000%
     J            BBB       $35,156,000       5.000%
     K            BBB-      $43,946,000       3.750%
     L            BB+       $26,367,000       3.000%
     M            BB         $4,395,000       2.875%
     N            BB-       $17,578,000       2.375%
     O            B+         $4,395,000       2.250%
     P            B          $8,789,000       2.000%
     Q            B-        $13,184,000       1.625%
     S            NR        $57,129,613       0.000%

       * Interest-only class with a notional amount.

                   TBD -- To be determined.
                    N/A -- Not applicable.
                       NR -- Not rated.


BCE INC: Teachers Private Offer Cues Fitch to Cut Ratings
---------------------------------------------------------
Fitch Ratings has downgraded BCE Inc.'s ratings as:

BCE

    -- Issuer Default Rating to 'BB-' from 'BBB+';
    -- Senior unsecured debt to 'BB-' from 'BBB+'.

Bell Canada

    -- Issuer Default Rating to 'BB-' from 'BBB+';
    -- Senior unsecured debt to 'BB-' from 'BBB+';
    -- Subordinate debt to 'B+' from 'BBB'.

The ratings are also placed on Rating Watch Negative.

The rating actions follow BCE's announcement of an accepted
leveraged buy-out offer from Teachers Private Capital, a private
investment affiliate of the Ontario Teachers Pension Plan,
Providence Equity Partners Inc., and Madison Dearborn Partners,
LLC.  Under terms of the agreement, BCE's shareholders will
receive CDN $42.75 per share in cash.  The transaction is expected
to be completed by the first quarter of 2008.

The downgrade reflects Fitch's assumption that leverage will
materially increase after the transaction closes.  Given this type
of transaction is typically funded in a highly levered manner,
Fitch believes leverage on a consolidated basis could exceed 6
times at closing.  Additionally, the rating watch negative
reflects that a further downward rating action could occur given
the uncertainty surrounding the financing for the transaction and
the resulting new capital structure for BCE.  Conversely, the
ratings are dependent on the final amount of leverage and final
financing structure.  Provided the transaction closes, the buyers
anticipate requiring BCE, Bell Canada and Bell Mobility to redeem
outstanding redeemable debentures maturing up to August 2010
pursuant to their terms.  The transaction is subject to the
customary governmental approvals, including CRTC and Industry
Canada as well as shareholder approval.


BEAR STEARNS: Fitch Holds Low-B Ratings on Four Classes
-------------------------------------------------------
Fitch has taken the rating actions on these Bear Stearns Asset
Backed Securities issues:

Series 1999-2

    -- Class A affirmed at 'AAA';
    -- Class MF-1 affirmed at 'AA';
    -- Class MF-2 affirmed at 'BBB';
    -- Class BF remains at 'C/DR5';
    -- Class MV-1 affirmed at 'AAA';
    -- Class MV-2 affirmed at 'A';
    -- Class BV affirmed at 'B'.

Series 2001-2

    -- Class A affirmed at 'AAA';
    -- Class 2A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'A';
    -- Class B affirmed at 'BBB'.

Series 2003-ABF1

    -- Class A affirmed at 'AAA';

    -- Class M affirmed at 'AA', removed from Rating Watch
       Negative.

Series 2004-HE6

    -- Class M1 affirmed at 'AA';
    -- Class M2 affirmed at 'A';
    -- Class M3 affirmed at 'A-';
    -- Class M4 affirmed at 'BBB+';
    -- Class M5 affirmed at 'BBB';
    -- Class M6 affirmed at 'BBB-';
    -- Class M7A affirmed at 'BB';
    -- Class M7B affirmed at 'BB'.

Series 2005-CL1

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AA+';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A+';
    -- Class M5 affirmed at 'A';
    -- Class M6 affirmed at 'A-';
    -- Class M7 affirmed at 'BBB+';
    -- Class M8 affirmed at 'BBB';
    -- Class M9 affirmed at 'BBB-';
    -- Class M10 affirmed at 'BB'.

Series 2005-HE7

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'A';
    -- Class M4 affirmed at 'A-';
    -- Class M5 affirmed at 'BBB+';
    -- Class M6 affirmed at 'BBB';
    -- Class M7 affirmed at 'BBB-'.

Series 2005-HE8

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'A';
    -- Class M4 affirmed at 'A-';
    -- Class M5 affirmed at 'BBB+';
    -- Class M6 affirmed at 'BBB';
    -- Class M7 affirmed at 'BBB-'.

Series 2005-HE9

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'AA-';
    -- Class M4 affirmed at 'A';
    -- Class M5 affirmed at 'A-';
    -- Class M6 affirmed at 'BBB+';
    -- Class M7 affirmed at 'BBB';
    -- Class M8 affirmed at 'BBB-'.

Series 2005-HE10

    -- Class A affirmed at 'AAA';
    -- Class M1 affirmed at 'AAA';
    -- Class M2 affirmed at 'AA';
    -- Class M3 affirmed at 'A';
    -- Class M4 affirmed at 'A-';
    -- Class M5 affirmed at 'BBB+';
    -- Class M6 affirmed at 'BBB';
    -- Class M7 affirmed at 'BBB-'.

The mortgages in the aforementioned transactions were originated
or acquired by various originators and subsequently purchased by
Bear Stearns & Co, Inc.  The collateral consist of fixed- and
adjustable-rate mortgages extended to subprime borrowers and are
secured by first and second liens, primarily on one- to four-
family residential properties.  The loans are serviced by EMC
Mortgage Corporation (rated 'RPS1' by Fitch).

As of the May 2007 distribution date, the transactions are
seasoned from a range of 19 months (series 2005-HE10) to 91 months
(series 1999-2, Groups 1 and 2), and the pool factors (current
mortgage loan principal outstanding as a percentage of the initial
pool) range from approximately 4% (series 1999-2 Group 2) to 59%
(series 2005-HE10).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$2.4 billion of outstanding certificates.

Class M from series 2003-ABF1, which affects approximately
$37 million of outstanding certificates, was removed from Rating
Watch.  The bond is guaranteed by Radian Asset Assurance Inc,
currently rated 'AA' by Fitch.


CADILLAC COURT: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cadillac Court Investments, L.L.C.
        1777 A. Street
        Lapeer, MI 48446

Bankruptcy Case No.: 07-32143

Chapter 11 Petition Date: July 3, 2007

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: S. Perry Thomas, Jr.
                  Abbey, Abbey & Thomas, P.L.L.C.
                  121 West Grant Street, Suite 3
                  Caro, MI 48723
                  Tel: (989) 673-7761

Total Assets: $1,829,510

Total Debts:  $1,717,590

Debtor's Seven Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
William Gilbert                                       $130,000
Guy Moxin
Raymond James & Associates
3499 South Linden Road,
Suite 4
Flint, MI 48507

Ken & Barbara Dick                                    $100,035
1777 A. Street
Lapeer, MI 48446

Gerald & Sandra Calhoun                                $22,750
302 Buzzard Rock Road
Farmington, MO 63648-9713

Internal Revenue Service                               $11,442

State of Michigan                                       $9,762

Detroit Edison                                          $2,640

Consumers Energy                                          $961


CANWEST MEDIAWORKS: Debt Reduction Cues Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CanWest
MediaWorks Inc. and CanWest MediaWorks LP following the
announcement by CanWest that LP would reduce the amount of its
planned debt offerings by about $130 million related to the
privatization of CanWest MediaWorks Income Fund by CanWest.

Specifically, the rating action considers that LP's senior
subordinated note offering would be reduced by $250 million to
$400 million, partially offset by an increase in senior secured
term loans of $65 million and a new planned senior subordinated
term loan of $75 million.  The outlook remains stable.

Ratings Affirmed:

CanWest MediaWorks Inc:

-- corporate family rating at B1

-- probability of default rating at B1

-- $760 million senior subordinated notes, due 2012 at B3, LGD 5,
    89%

-- Speculative grade liquidity rating at SGL-2

CanWest MediaWorks Limited Partnership:

-- senior secured rating at Ba1 (LGD 2, 13% from LGD 1, 7%):
-- $250 million senior secured revolver, due 2012
-- $265 million senior secured term loan A, due 2012 (increased
    from $250 million)

-- CND$500 million senior secured term loan B, due 2014
    (increased from C$450 million equivalent)

-- $400 million senior subordinated rating at B2 (LGD 5, 75% from
    LGD 5, 73% and reduced from US$650 million)

CanWest MediaWorks Inc. is a communications company based in
Winnipeg, Manitoba Canada, which owns, operates and/or holds
substantial interests in TV, radio, publishing and out-of home
advertising operations in Canada, Australia, New Zealand, the
United Kingdom, the United States as well as other international
locations.


CLEARLY CANADIAN: KPMG LLP Raises Going Concern Doubt
-----------------------------------------------------
KPMG LLP of Vancouver, B.C. expressed substantial doubt about
Clearly Canadian Beverage Corp.'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 and
insufficient working capital to meet its planned business
objectives.

The company posted an $8,247,000 net loss on $7,462,000 of total
revenues for the year ended Dec. 31, 2006, as compared with a
$6,069,000 net loss on $8,712,000 of total revenues in the prior
year.

At Dec. 31, 2006, the company's balance sheet showed $9,093,000 in
total assets, $1,629,000 in total liabilities and $7,464,000 in
stockholders' equity.

                       Legal Proceedings

The litigation, which the company has settled, relates to all
claims surrounding its subsidiary, Blue Mountain Springs Ltd.  
This litigation commenced in 1997 and involved a claim against the
company and Blue Mountain to repay an outstanding CDN$1,750,000
debt owed by the company to the former owners of Blue Mountain.  
The company had withheld payment of this debt in order to set off
another claim against the company by a third party for entitlement
to shares in Blue Mountain.

The terms of the settlement concluded in the third quarter of 2006
required the company to issue 624,314 common shares, issue a
common share purchase warrant expiring July 14, 2011 for the
purchase of a further 100,000 shares at a price of $2 per share,
transfer 42 acres of residential land in Ontario to a plaintiff,
grant a plaintiff the right of first refusal to purchase 4 acres
of land with a water source in Ontario and issue a further about
14,000 shares of the company.

A full-text copy of the company's 2006 annual report is available
for free at http://ResearchArchives.com/t/s?2161

                    About Clearly Canadian

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages
and products, including Clearly Canadian(R) sparkling flavoured
water and Clearly Canadian O+2(R) oxygen enhanced water beverage,
which are distributed in the United States, Canada and various
other countries.  Since its inception, the Clearly Canadian brand
has sold over 90 million cases equating to over 2 billion bottles
worldwide.


CMS ENERGY: Receives Requisite Consents for 7.5% Senior Notes
-------------------------------------------------------------
CMS Energy had received tenders for $360.597 million in principal
amount of its 7.5% Senior Notes Due 2009 (CUSIP No. 125896 AH3),
representing 88% of the outstanding principal amount of the notes,
as of 11:59 p.m. EDT Monday, July 2, 2007.  CMS Energy has
accepted tenders of all of the tendered notes.

Holders of an aggregate $359.540 million principal amount of notes
tendered prior to 5 p.m., EDT on June 18, 2007, the early tender
date, received a payment today of $1,027.96, which included an
early tender payment of $20, for each $1,000 principal amount of
tendered notes.  

Holders of an aggregate $1.057 million principal amount of notes
tendered after the early tender date and prior to the expiration
date received a payment today of $1,007.96 for each $1,000
principal amount of tendered notes.  In addition, all tendering
holders received payment for accrued unpaid interest.

CMS Energy obtained funding for its debt tender offer from the
sale and issuance of $250 million principal amount of its
6.55% Senior Notes due 2017 and $150 million principal amount of
its Floating Rate Senior Notes due 2013.

                         About CMS Energy

Headquartered in Jackson, Michigan, CMS Energy Corp. (NYSE: CMS)  
-- http://www.cmsenergy.com/-- is an integrated energy company  
that has its primary business operations an electric and natural
gas utility, natural gas pipeline systems, and independent power
generation.  Its two principal subsidiaries are Consumers Energy
and CMS Enterprises.  Consumers Energy is a public utility that
provides natural gas and electricity to more than 6 million of
Michigan's 10 million residents and serves customers in all 68 of
the state's Lower Peninsula counties.  CMS Enterprises' primary
businesses are independent power production and natural gas
transmission.

                           *     *     *

Moody's Investor Services has assigned Ba2 on CMS Energy Corp.'s
preferred stock effective June 8, 2007.  The outlook is stable.


COFFEYVILLE RESOURCES: Flood Damages Cue S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on independent refiner Coffeyville Resources LLC
(B/Watch Neg/--) to negative from positive.

The revision follows the massive floods that resulted from several
days of heavy rainfall in southeastern Kansas, where the refinery
is located.  The extent of the damage is still unknown, although
it may be significant in light of media accounts of the refinery
being flooded.  Aerial shots of the refinery also indicated oil
spills resulting from storage tanks and/or the network of pipeline
surrounding the facility.  The refinery has been closed
indefinitely.
      
"The CreditWatch negative listing on Coffeyville reflects the
possibility of negative rating actions if the flood caused
significant damage, or results in a prolonged closure," said
Standard & Poor's credit analyst Chinelo Chidozie.  "Importantly,
there is also the potential for spill-related environmental
liabilities that are hard to quantify," she continued.
     
Standard & Poor's expects to resolve the CreditWatch listing as
details of the damage emerge, and an estimate of insurance
coverage is known.


COMMUNITY CLINIC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Community Clinic, Inc.
        4205 San Pedro
        San Antonio, TX 78212

Bankruptcy Case No.: 07-51634

Type of Business: The Debtor provides high-quality primary care
                  and health-related services for medically under-
                  served persons, and promotes improved access to
                  health care services.  See
                  http://www.cciweb.org/

Chapter 11 Petition Date: July 2, 2007

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Michael J. O'Connor, Esq.
                  The Ariel House
                  8118 Datapoint Drive
                  San Antonio, TX 78229
                  Tel: (210) 614-6400
                  Fax: (210) 614-6401

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Alvita, Inc.                     Purchase Money         $1,400,000
c/o John Calhoun Miller                                 Unsecured:
1509 Old West 38th Street                                 $652,600
Suite 3
Austin, TX 78731-6328

Internal Revenue Service         941 Taxes                $129,932
Special Procedures Staff
Stop 5022 AUS
300 East 8th Street
Austin, TX 78701

Texas Dept. of Health            Services                  $81,420
Women's Health Laboratory
1100 West 49th Street
Austin, TX 78756

Radiology Associates             Radiology Services        $26,228

Christus Santa Rosa              Medical Services           $8,263

Bruce Mery                       Unpaid Rent                $8,000

Heliodoro Boone, M.D.            Medical Services           $7,771

O'Neill & Association            Medical Services           $6,559

Catto & Catto                    Unfunded Premium           $6,135

Metropolitan Methodist           Medical Services           $6,120

Farmers Insurance                Premiums                   $5,732

Meyers Villa & Associations      Medical Services           $5,500

JOM Pharmaceuticals              Supplies                   $4,504

Southwest Fire Protection        Security                   $4,500

Williams Crow Falls LLP          Services                   $3,325

AT&T Smart Yellow Pages          Advertising                $3,135

Physician Sales and Services     Supplies                   $2,852

FNG Partners, Inc.               Services                   $2,835

Office Depot                     Supplies                   $2,567

Central Cardiovascular Inst.     Medical Services           $2,306


COMPLETE RETREATS: Files Chapter 11 Plan of Liquidation
-------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a Joint
Plan of Liquidation and Disclosure Statement to the U.S.
Bankruptcy Court for the on July 2, 2007.  The Plan of Liquidation
contemplates and is predicated on a substantive consolidation of
the Debtors' estates, whereby the assets and liabilities of the
Debtors are combined and treated as if they belong to a single
consolidated entity.

William Creelman, the Debtors' chief restructuring officer,
relates that, pursuant to the Plan, on its effective date:

   -- all remaining assets and liabilities of the Debtors and
      non-debtors DR Umbria, Ltd., an indirectly wholly owned
      subsidiary of Complete Retreats, LLC, and Retreats Europe,
      Ltd., a wholly owned subsidiary of Preferred Retreats, LLC,
      will be treated as if they were aggregated together;

   -- all guarantees of the Debtors, DR Umbria, or Retreats
      Europe for the payment, performance, or collection of the
      Debtors' obligations will be eliminated and cancelled;

   -- all obligations of the Debtors, DR Umbria, or Retreats  
      Europe, and all guarantees thereof executed by the parties
      will be treated as a single obligation, and the guarantees
      will be deemed a single claim against the consolidated
      Debtors;

   -- all joint obligations of two or more Debtors, DR Umbria,
      and Retreats Europe, and all multiple claims against the
      parties on account of the joint obligations will be treated
      and only allowed as a single clams against the consolidated
      Debtors;

   -- all claims between or among the Debtors, DR Umbria, or
      Retreats Europe will be cancelled; and

   -- each claim filed or scheduled in the bankruptcy cases will
      be deemed a single obligation filed or scheduled against
      the consolidated Debtors.

The Debtors believe that substantive consolidation is appropriate
in their bankruptcy cases as they were effectively operated as a
single economic and operational unit, and creditors did not rely
on each Debtor's separate entity.  In addition, the Debtors'
affairs are hopelessly entangled, Mr. Creelman says.

             Classification and Treatment of Claims

In general, the Plan divides claims and equity interests into
separate classes and specifies the property that each class is to
receive.

As contemplated under the Bankruptcy Code, administrative claims
and priority tax claims are not classified under the Plan.

Other than the holder of any claim that Ultimate Resort LLC has
agreed to be liable for under its management agreement with the
Debtors, each holder of an allowed Administrative Expense Claim
will receive, in full satisfaction, settlement, and release of
the claim, cash equal to the claim amount.

Each holder of an allowed Priority Tax Claim, on the other hand,
will receive, in full satisfaction, settlement, and release of
the claim, either (a) cash equal to the claim amount; or (b)
deferred cash payments totaling the claim amount.

According to Mr. Creelman, more than $30,000,000 worth of
Priority Tax Claims have been filed by various governmental
agencies.  The Debtors have objected to the claims on various
grounds, including that the claims are untimely.  The Debtors
anticipate having more than sufficient cash available on the
Effective Date of the Plan to pay the Allowed Administrative
Expense Claims and Allowed Priority Tax Claims.

The remaining claims against the Debtors and equity interests in
the Debtors are divided into five classes:

1) Class 1: Outstanding Secured Claims

Class 1 is a group of subclasses that are, for the most part,
comprised of claims secured by mechanics liens, tax liens, or
similar liens, or secured by amounts of rights of setoff under
Section 553 of the Bankruptcy Code.

In full satisfaction, settlement, release of, and in exchange
for, each Allowed Outstanding Secured Claim, the Debtors propose
to:

  (a) pay the claim amount in full, in cash;

  (b) return the collateral securing the Claim;

  (c) reinstate the Claim in accordance with Section 1124(s) of
      the Bankruptcy Code;

  (d) pay the Claim in full in the ordinary course; or

  (e) treat the Claim in a manner agreed to with the
      claimholder.

The Debtors estimate that as of the Effective Date, there will be
no Allowed Outstanding Secured Claims.

2) Class 2: Priority Non-Tax Claims

Claims in Class 2 consist of claims other than Administrative
Claims or Priority Tax Claims that are entitled to priority
status.  The Priority Non-Tax Claims relate primarily to any
prepetition wages or other employee benefits that have not yet
been paid or satisfied.

Holders of Allowed Priority Non-Tax Claims will receive cash
equal to the claim amount.

The Debtors do not believe that there will be Allowed Priority
Non-Tax Claims as of the Effective Date.

3) Class 3: General Unsecured Claims

General Unsecured Claims consist of all claims filed by the
Debtors' former members and employees.  Class 3 Claims include
rejection claims, tort claims, and undersecured or unsecured
portions of secured claims.

The Plan provides for the distribution to holders of Allowed
General Unsecured Claims each holder's pro rata share of proceeds
of liquidating trust assets in full satisfaction, settlement, and
release of, and in exchange for, the Claims.

Class 3 distributions will be separated in two tranches:

  (A) Tranche A will comprise the first $10,000,000 of cash to
      be distributed; and

  (B) Tranche B will comprise all subsequent cash distributions
      in excess of the Tranche A distributions.

Under the Tranche A distribution, the accepting offerees are
entitled to receive their pro rata share of the cash distributed,
which share will be calculated by the Liquidating Trustee based
on 33% of the face amount the accepting offerees' Allowed General
Unsecured Claims.  Declining offerees will receive their pro rata
share of the cash distributed based on 100% of the face amount of
their Allowed General Unsecured Claims.

Under the Tranche B Distribution, all Allowed General Unsecured
Claimholders will receive their pro rata share of cash
distributions based on 100% of the balance of their Claims' face
amounts, after taking into consideration the amount each received
under Tranche A.

The tranched distribution structure for the Allowed General
Unsecured Claims is intended to balance the fact that former
members who joined Ultimate Resort have the potential to recover
certain membership redemption amounts from Ultimate subject to
certain conditions, Mr. Creelman explains.  While the recovery of
any redemption amounts is inherently uncertain, Mr. Creelman
elaborates that the reduced percentage recovery for former
members who joined Ultimate Resort under the Tranche A
distribution phase is intended to account for that potential,
delayed redemption feature.  The Official Committee of Unsecured
Creditors supports the tranched distributions, Mr. Creelman
informs the Court.

The Debtors expect that the aggregate amount of Allowed General
Unsecured Claims will be more than $300,000,000.

4) Class 4: Convenience Claims

Class 4 consists of claims filed by vendors equal to or less than
$1,000.  Each Allowed Convenience Claimholder will receive cash
equal to a percentage of the claim amount in full satisfaction,
settlement, and release of the Claim.

The Debtors estimate that there will be at least $28,000 in face
amount of Allowed Convenience Claims as of the Effective Date.

5) Class 5: Equity Interests

Class 5 consists of all interests in the Debtors' equity
securities.  The Class includes all shares or interests owned by
affiliates or members of the Debtors' management, and any
outstanding options, warrants, or rights to purchase the
company's shares.

On the Effective Date, all equity interests issued by Complete
Retreats and Preferred Retreats, and by Private Retreats, LLC,
except for those held by Complete Retreats, will be cancelled.  
In addition, all equity interests issued to the Debtors' former
members will be cancelled.

All the Debtors' equity interests other than Complete Retreats'
and Preferred Retreats', and all equity interests in Private
Retreats held by Complete Retreats, will temporarily remain in
effect until the applicable Debtor has satisfied its obligations
under the Plan and has been dissolved or merged out of existence.

Each holder of any equity interests issued by Complete Retreats
or Preferred Retreats, or issued by Private Retreats other than
those held by Complete Retreats, will neither receive nor retain
any property or interest in property on account of their equity
interests.

Classes 1 and 2 are unimpaired under the Plan, while Classes 3
and 4 are impaired.  Holders of undisputed claims in Classes 3
and 4 are entitled to vote to accept or reject the Plan.  Class 5
is deemed to reject the Plan as holders of Class 5 Claims will
not receive any distribution.

                       Liquidating Trust

On the Effective Date, the Liquidating Trust will be established
for the sole purpose of liquidating and distributing the
Liquidating Trust Assets, which consist of, inter alia:

   * all remaining cash proceeds from the sale of substantially
     all of the Debtors' assets to Ultimate Resort;

   * all the Debtors' remaining property and assets that have not
     been transferred, sold, distributed, abandoned, waived, or
     otherwise disposed of as of the Effective Date; and

   * all cash or assets received by the Debtors from Ultimate
     Resort or any other party.

The Liquidating Trustee or the Debtors will not make cash
payments less than $25 to any holder of a General Unsecured Claim
or Convenience Claim.

Any Liquidating Trust Asset or cash that are not distributed will
be given to a charitable organization exempt from federal income
tax under Section 501(C)(3) of the Tax Code to be selected by the
Liquidating Trustee.

                   Closing of Affiliate Cases

The Plan also provides that upon the Effective Date:

   * the Debtors' directors or managers will be deemed to have
     resigned;

   * the Debtors will appoint their chief restructuring officer
     as sole director, officer, and manager of Complete Retreats
     and the affiliate Debtors; and

   * The affiliate Debtors' cases will be closed.

In addition, the Liquidating Trustee will issue one new limited
liability company membership interest in Complete Retreats.  The
Membership Interest will automatically be cancelled on the date
Complete Retreats is dissolved without further Court approval.

              Dissolution of Creditors Committee &
              Creation of Plan Advisory Committee

The Creditors Committee will be dissolved on the Effective Date,
and its members will be deemed released of all their duties,
responsibilities, and obligations in connection with the Debtors'
Chapter 11 cases.

A Plan Advisory Committee will be formed and constituted to
advise and consult with the Liquidating Trustee on matters
relating to implementation of the Plan and the Liquidation Trust
Agreement.  The Plan Advisory Committee will consist of two
members who will be selected by the Creditors Committee.

The Plan Advisory Committee will also be responsible for advising
the Debtors with respect to their responsibilities under the Plan
and the Liquidating Trust Agreement, reviewing the prosecution of
adversary and other proceedings, and reviewing objections to and
proposed settlements with disputed claims.

The Plan Advisory will remain in existence until the final
distributions under the Plan have been made by the Liquidating
Trust or the Debtors, as applicable.

      Rejection of Executory Contracts & Unexpired Leases

Upon the occurrence of the Effective Date, any and all remaining
executory contracts to which the Debtors are still a party will
be deemed rejected as of the Effective Date except for those
agreed to between the Debtors and Ultimate Resort, and those that
are subject to requests for appropriate treatment.

If the Plan or any other Chapter 11 plan for the Debtors cannot
be confirmed under Section 1129(a) of the Bankruptcy Code, the
Debtors' Chapter 11 cases me be converted to cases under Chapter
7 of the Bankruptcy Code, in which event a trustee will be
elected or appointed to liquidate the Debtors' remaining assets
for distribution to creditors.

                     Best Interests Test

The Bankruptcy Code requires that each holder of an impaired
claim or equity interest either (i) accept the Plan, or (ii)
receive or retain under the Plan property of a value, as of the
Effective Date, that is not less than the value the holder would
receive if the Debtors were liquidated under Chapter 7 of the
Bankruptcy Code.

After consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to
creditors in the Chapter 11 cases, including (i) the increased
costs and expenses of a liquidation under Chapter 7 arising from
fees payable to a trustee in bankruptcy and professional advisors
to the trustee, and (ii) the substantial increases in claims that
would be satisfied on a priority basis, the Debtors have
determined that confirmation of the Plan will provide each holder
of an Allowed Claim with a recovery that is not less than the
holder would receive pursuant to a Chapter 7 liquidation.

                         Feasibility

Section 1129(a)(11) of the Bankruptcy Code provides that a
Chapter 11 plan may be confirmed only if the Court finds that the
plan is feasible.  A feasible plan is one which will not lead to
a need for further reorganization or liquidation of the debtor.

The Debtors believe that they will be able to satisfy the
conditions precedent to the Effective Date, and have sufficient
funds to meet their post-confirmation date obligations to pay for
the costs of administering and fully consummating the Plan and
closing the Chapter 11 cases.  Accordingly, Mr. Creelman
maintains, the Plan satisfied the feasibility requirement imposed
by the Bankruptcy Code.

A full-text copy of the Debtors' Plan of Liquidation is available
for free at http://ResearchArchives.com/t/s?2166

A full-text copy of the Disclosure Statement explaining the Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?2167

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


CONSOLIDATED COMMS: Acquisition Cues Moody's to Hold B1 Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Consolidated Communications Holdings, Inc, following the
company's announced acquisition of North Pittsburgh Telephone
Systems, Inc. for $375 million.

The rating agency believes the acquisition, of which 20% of the
consideration will be paid in stock, will not materially alter
CCHI's credit profile.  Pro forma for the NPSI acquisition,
Moody's expects CCHI's leverage at about 4.5x by the end of 2008,
in line with Moody's previously indicated expectations in July
2006.  At the same time, Moody's affirmed the Ba3 ratings of the
senior secured credit facilities of Consolidated Communications
Acquisition Texas, Inc. and Consolidated Communications Inc.  
Moody's also affirmed the B3 rating on the company's senior
unsecured notes and the SGL-2 speculative grade liquidity rating.  
The outlook remains stable.

Moody's affirmed these ratings:

CCHI

-- Corporate Family Rating -- B1
-- Probability of Default rating -- B1
-- Senior Unsecured Notes due 2012 -- B3, LGD6 -- 91%
-- Liquidity rating -- SGL-2

CCAT and CCI

-- Senior Secured Credit Facilities -- Ba3, LGD3 -- 38%

The outlook for all ratings remains stable.

The B1 corporate family rating reflects CCHI's relatively high
leverage and nearly flat revenue growth prospects, offset by
strong and stable cash flow generation, modestly improving EBITDA
margins, and a favorable regulatory environment.  Although the
outstanding debt is expected to increase to about $900 million as
a result of acquiring NPSI which is roughly 1/3rd the size of
CCHI, the company expects to generate about $11 million in
operating expense and capex synergies.  The B1 rating incorporates
the risk of integrating NPSI, which is experiencing severe access
line losses (11% ILEC line losses in 1Q 2007) due to competition
from cable companies in its ILEC territories.  

The B1 corporate family rating also reflects CCHI's vulnerability
to heightened wireless and cable telephony competition in its
rural markets and limited post-dividend free cash flow.  Moody's
also notes that CCHI's unsecured notes include a negative pledge
that would be triggered if secured outstandings exceed $515
million.  If the acquisition financing results in a change in the
mix of secured and unsecured debt, then the individual facility
ratings will likely change in accordance with Moody's LGD
methodology.

The stable outlook reflects Moody's expectations of CCHI
successfully integrating the operations of NPSI, while sustaining
its current level of revenue and free cash flow through the growth
of DSL services and enhanced bundled offerings, which include IPTV
in the Illinois and Texas markets.  Moody's also expects that the
company will not increase its dividend payout and implement any
share buyback program over the intermediate term.

As CCHI plans to fully fund NPSI's purchase price by issuing new
debt and stock, Moody's does not expect the acquisition to affect
CCHI's near term liquidity, principally comprising $30 million of
unfunded revolving credit facility and $26 million of cash on hand
as of 1Q 2007.  Moody's notes, however, that the company would
need to reset most of the financial covenants to offset the impact
of the acquisition.

Consolidated Communications Holdings, Inc. is a rural local
exchange carrier headquartered in Mattoon, Illinois.  CCHI
generated $324 million in LTM 1Q 2007.  Gibsonia, PA, based NPSI
had 61,500 ILEC and 66,300 CLEC lines in service as of 1Q 2007,
with LTM 1 2007 revenue of $101 million.


CONSOLIDATED COMMS: Proposed Purchase Cues S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Matoon,
Illinois-based Consolidated Communications Holdings Inc.,
including its 'BB-' corporate credit rating, on CreditWatch with
negative implications.
      
"The action is in response to the company's proposed acquisition
of North Pittsburgh Systems Inc. for $375 million," said Standard
& Poor's credit analyst Susan Madison.  The purchase price will be
financed 20% with Consolidated common stock and 80% with cash.
     
Consolidated, a rural local exchange carrier, expects to issue
$810 million of new bank debt to finance the cash portion o f the
transaction and refinance its existing $500 million credit
facility.  As a result, leverage will increase to about 5.0x from
4.4x currently.  The transaction is expected to close in late 2007
or early 2008, subject to the receipt of customary regulatory
approvals.  Debt outstanding as of March 31, 2007, totaled
$594 million.
     
In addition to the higher leverage, the CreditWatch listing
reflects S&P's concerns about incremental business risk associated
with the integration of Gibsonia, Pennsylvania-based North
Pittsburgh Systems, a company that has experienced substantial
(about 10%) access-line losses over the last year following the
deployment of cable telephony throughout its territory.  
Additionally, more than 50% of North Pittsburgh's total access
lines represent competitive local exchange carrier customers, a
business which S&P view as having a more risky business risk
profile than traditional RLECs.
     
To resolve the CreditWatch listing, Standard & Poor's will meet
with management to discuss the competitive challenges facing North
Pittsburgh and its plans for the CLEC business as well as the
company's long-term strategic and financial plans, including its
target common dividend payout ratio.  A downgrade, if any, is not
expected to be more than one notch.


COVENTRY REALTY: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Coventry Realty of New Jersey, Inc.
        17 Coventry Road
        Livingston, NJ 07039

Bankruptcy Case No.: 07-19381

Chapter 11 Petition Date: July 3, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Bruce Levitt, Esq.
                  Levitt & Slafkes, P.C.
                  76 South Orange Avenue, Suite 305
                  South Orange, NJ 07079
                  Tel: (973) 313-1200

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's Four Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Howard M. Bernstein                                     $2,100
9 Orleans Road
Parsippany, NJ 07054

Rossi & Co., Inc.                                         $639
600 South Livingston
Avenue
Livingston, NJ 07039

R.H.T. & Associates                                       $368
P.O. Box 616
Corinth, MA 38835

Lindabury, McCormick &                                 unknown
Estabrook, P.A.


CRDENTIA CORP: Posts $6.6 Million Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
Crdentia Corp. reported a net loss of $6.6 million on revenues of
$9.02 million for the first quarter ended March 31, 2007, compared
with a net loss of $1.4 million on revenues of $8.98 million for
the same period ended March 31, 2006.

Revenues have increased in 2007 compared to 2006 due principally
to the acquisition of Staff Search Ltd. in April 2006.  However,
the increase in revenue was offset in part by decreases in revenue
related to closing portions of the company's operations in
California and to the loss of customers related to litigation
surrounding the TravMed acquisition.

Overall gross profit in the three months ended March 31, 2007,
increased to $1.9 million or 21.3% of revenues compared to
$1.7 million or 19.5% of revenues in the three months ended March
31, 2006.  

The increase in net loss is mainly a result of the increase in
total operating expenses and the increase in interest expense,
partly offset by the increase in overall gross profit.

At March 31, 2007, the company's consolidated balance sheet showed
$23.9 million in total assets, $15.5 million in total liabilities,
and $8.4 million in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $7.1 million in total current
assets available to pay $13.6 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?2163

                      About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/ -- is one of the nation's leading  
providers of healthcare staffing services to 1,500 healthcare
providers in 49 states.  Crdentia provides high quality temporary
healthcare staffing comprised of travel and per diem nursing,
locum tenens, and allied healthcare staffing.


CREDIT SUISSE: Fitch Affirms C Rating on $8.4 Mil Class M Certs.
----------------------------------------------------------------
Fitch Ratings has upgraded Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2000-C1, as:

    -- $30.6 million class G to 'A+' from 'A';
    -- $12.5 million class H to A- from 'BBB+';
    -- $9.8 million class J to BBB from 'BBB-'.

In addition, Fitch affirms these ratings:

    -- $36.9 million class A-1 at 'AAA';
    -- $677.5 million class A-2 at 'AAA';
    -- Interest-only class A-X at 'AAA';
    -- $50.1 million class B at 'AAA';
    -- $44.5 million class C at 'AAA';
    -- $15.3 million class D at 'AAA';
    -- $29.1 million class E at 'AAA';
    -- $13.9 million class F at 'AAA';
    -- $11.1 million class K at 'BB-';
    -- $9.7 million class L at 'B';
    -- $8.4 million class M remains at 'C/DR4'.

Fitch does not rate the $2.6 million class N.

The upgrades reflect the increased credit enhancement from loan
payoffs, scheduled amortization, as well as the defeasance of an
additional eight loans (3.9%) since Fitch's last rating action.  A
total of forty-five loans (47.8%) have defeased since issuance
including a credit assessed loan, 1211 Avenue of Americas (5%).  
As of the June 2007 distribution date, the pool's aggregate
certificate balance has decreased 14.4% to $952 million from
$1.11 billion at issuance.

There are four loans in special servicing (2.1%), and losses are
expected. Fitch expected losses will substantially impair class N.  
The largest specially serviced asset is real estate owned (1.2%)
retail property in Billings, MT.  The special servicer is actively
marketing the property.

The second largest specially serviced loan (0.4%) is secured by a
200-unit multifamily property in Las Vegas, NV.  The loan was
transferred to the special servicer in July 2004 due to litigation
between the borrower and a perspective buyer over the transfer of
the property.  The special server is waiting for final judgment.  
Losses are not currently expected and the loan remains current.


DEER RUN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Deer Run Corporation
        dba Augusta Hills Golf Course
        2080 West 300 North
        Albion, IN 46701

Bankruptcy Case No.: 07-11847

Type of business: The Debtor owns and operates a golf course.  
                  See http://www.augustahillsgolf.com/

Chapter 11 Petition Date: July 3, 2007

Court: Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Jeffrey A. Schreiber, Esq.
                  810 South Baldwin Avenue
                  Marion, IN 46953
                  Tel: (765) 673-6300
                  Fax: (765) 664-5888

Total Assets: $566,825

Total Debts:  $1,207,568

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
National Loan Investors     2080 West 300             $692,974
Assignee of Frances         North, Albion,
Slocum Bank                 IN; value of
3030 Northwest Expressway   security:
Suite 1313                  $481,500
Oklahoma City, OK 73112

Robert & Nancy Placido      loan                      $362,741
1904 West 300 North
Albion, IN 46701

Beatric Mendes              loan                       $83,983
P.O. Box 4240
Fall River, MA 02723

Landmark Financial          trade debt                 $27,742

Noble County Treasurers     real estate                 $8,267
Office

Donna Pederson              loan                        $6,000

Lesco                       trade debt                  $4,760

Bingham & McHale            attorney's                  $2,622
                            fees

R.&.R. Products             trade debt                  $2,154

Turnstile Publishing Co.    trade debt                  $1,920

Turf Specialties            trade debt                  $1,803

Selective Insurance         trade debt                  $1,778

Insurance Risk &            trade debt                  $1,404
Management

Noble Co. R.E.M.C.          trade debt                  $1,367

Monterey Club/A.M.          trade debt                  $1,177
Player

Physicians Health Plan      trade debt                  $1,174

I.G.A.-P.G.A.               trade debt                  $1,050

Titleist/Footjoy            trade debt                  $1,107

T-Time Designs, Inc.        trade debt                    $860

American Dry Goods          trade debt                    $858


DOLLAR GENERAL: Capital Revision Cues S&P to Revise Ratings
-----------------------------------------------------------
Standard & Poor's Rating Services revised certain of its ratings
on Dollar General Corp. following the company's capital structure
revision in conjunction with the financing of its LBO by Kohlberg
Kravis Roberts & Co.

Standard & Poor's took these actions:

    * Assigned a 'B+' rating to the revised $1.7 billion "first-
      out" term loan B.  This rating, one notch above the
      corporate credit rating of 'B' on Dollar General, and the
      '2' recovery rating indicate S&P's expectation for a
      substantial (70%-90%) recovery in the event of payment
      default.

    * Assigned a 'CCC+' rating to the revised $600 million "first-
      loss" term loan B.  This rating, two notches below the
      company's corporate credit rating, and the '6' recovery
      rating indicate our expectation for a negligible (0%-10%)
      recovery in the event of payment default.

    * Affirmed all other ratings.
     
The outlook remains negative.
     
The previous structure included the single-tranche $2.43 billion
term loan which S&P had rated 'B+' with a recovery rating of '2'.  
In the new structure, the "first-out" term loan B holders enjoy
added protection provided by their enhanced position in the
recovery process relative to the "first-loss" term loan B holders.  
Although the new structure resulted in a better recovery
estimation for the "first-out" term loan B holders (from the low-
70% range for the previous $2.43 billion term loan B to the mid-
80% range for the "first-out" piece), the improvement was
insufficient to warrant a '1' recovery rating.  As a result, the
rating on the new "first-out" tranche is the same as the previous
rating on the entire $2.43 billion term loan B.
     
The ratings on Goodlettsville, Tennessee-based Dollar General
reflect its very highly leveraged capital structure, recent
execution difficulties that have resulted in falling operating
margins, and the company's participation in the highly competitive
discount retail environment.  "Dollar General's very high debt
leverage leaves very little margin for error in executing its
ambitious operational refocus," explained Standard & Poor's credit
analyst John Thieroff.  Failure to deleverage to below 7.5x, on a
lease-adjusted basis, over the next 12 months would likely lead to
a further downgrade.


FORD MOTOR: June 2007 Total Sales Decrease by 8%
------------------------------------------------
Ford Motor Company's total sales (including sales to fleet
customers) were 247,599, down 8%.  The decline in total sales
reflected a planned reduction in sales to daily rental companies.  
Daily rental sales were down 39% (22,000 units) compared with a
year ago.  In the first half, sales to daily rental companies were
89,000 units lower than a year ago (down 30%).

Soaring demand for new and redesigned crossover vehicles,
including the all-new Ford Edge, "edged" Ford, Lincoln and Mercury
retail sales to their first combined increase since October 2006.

Edge sales were 12,470 and Lincoln MKX sales were 3,400.  Edge was
recognized as the industry's top performing new vehicle in J.D.
Power and Associates' 2007 Automotive Performance, Execution and
Layout Study TM (APEAL).

"These new crossovers are proof we are building more products
people want to buy," Mark Fields, Ford's President of the
Americas, said.  "The Edge and Lincoln MKX and other new and
redesigned products are helping us to stabilize our retail market
share, a key goal in our plan to return to profitability in North
America."

The redesigned 2008 model Ford Escape and Mercury Mariner
crossovers set sales records in June, with Escape sales reaching
19,147, up 33% from a year ago, and Mariner sales totaling 3,788,
up 97%.  In addition, the Escape and Mariner hybrid models set
June sales records, with Escape hybrid sales of 2,192 and Mariner
hybrid sales of 334.

In total, Ford, Lincoln and Mercury crossovers were up 83%
compared with a year ago as the company continues to achieve the
largest sales increase in the industry's fastest-growing segment.

Other new and redesigned products contributed to Ford's strong
retail performance in June.  Retail sales for the Ford Expedition
were higher than a year ago, the full-size sport utility vehicle's
tenth consecutive month of sales increases.

June sales of Ford's F-Series, America's best-selling truck, were
essentially flat compared with a year ago, while sales of the Ford
Focus small car climbed 20%.  A redesigned Ford Focus will debut
later this year.

The Lincoln brand posted its ninth month in a row of higher retail
sales.  June sales were 30% higher than a year ago.  In the first
six months of 2007, Lincoln sales were 15% higher than the same
period a year ago.  Lincoln's rebound reflects the new Lincoln MKX
crossover, the new Lincoln MKZ sedan (up 38% in June), and the
redesigned Navigator.

Land Rover dealers reported an 8% sales increase in June,
reflecting the addition of the all-new LR2 crossover.

                      About Ford Motor Co.

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

                          *    *    *

To date, Ford Motor Company still carries Standard & Poor's
Ratings Services 'B' long-term foreign and local issuer credit
ratings and negative ratings outlook.

At the same time, the company carries Moody's Caa1 issuer and
senior unsecured debt ratings and negative ratings outlook.


FREMONT GENERAL: Closes Lending Business Sale to iStar Financial
----------------------------------------------------------------
Fremont General Corp. completed the sale of the company's
commercial real estate lending business and outstanding commercial
real estate loan portfolio to iStar Financial Inc.

As reported in the Troubled Company Reporter on May 23, 2007,
Fremont General Corp., doing business primarily through its
wholly owned industrial bank, Fremont Investment & Loan, has
entered into definitive agreements for the sale of the company's
commercial real estate lending business, the sale of a minority
interest in the company and the appointment of new senior
management.

                    About iStar Financial Inc.

Headquartered in New York City, iStar Financial Inc. -
http://www.istarfinancial.com/-- is a publicly traded finance  
company focused on the commercial real estate industry.  iStar
primarily provides custom-tailored investment capital to high-end
private and corporate owners of real estate, including senior and
mezzanine real estate debt, senior and mezzanine corporate
capital, well as corporate net lease financing and equity.  

                       About Fremont General

Based in Santa Monica, California, Fremont General Corporation
(NYSE: FMT) - http://www.fremontgeneral.com/-- is a financial  
services holding company.  Its wholly owned subsidiary, Fremont
Investment & Loan is funded primarily through deposit accounts
that are insured up to the maximum legal limit by the Federal
Deposit Insurance Corporation, and to a lesser extent, advances
from the Federal Home Loan Bank.  

                           *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Moody's Investors Service confirmed these ratings: Fremont General
Corporation -- senior debt at B3; Fremont Investment and Loan --
bank financial strength rating of E+, deposits of B1/NP, and
issuer rating and other senior obligations of B2; Fremont General
Financing I -- preferred stock of Caa2.


FREMONT GENERAL: Names Allan Faigin as Interim CEO and President
----------------------------------------------------------------
Fremont General Corp., doing business primarily through its
wholly owned industrial bank, Fremont Investment & Loan, disclosed
Alan W. Faigin, the company's secretary, general counsel and chief
legal officer, was appointed interim president and chief executive
officer of the bank, replacing Kyle R. Walker.  It is expected
that Mr. Faigin will serve in this position until he is succeeded
by Carl B. Webb.

Mr. Webb is expected to become president and chief executive
officer of the bank upon the receipt of regulatory approval of the
proposed minority investment in the company by an investor group
led by Gerald J. Ford, on May 22, 2007.

Over the past 30 years, Mr. Ford has acquired, consolidated and
sold more than 40 financial institutions and financial services
companies, including mortgage lenders and depository institutions.  
Mr. Ford was chairman and chief executive officer of Golden State
Bancorp Inc. from 1994 through 2002 when the company was sold to
Citigroup for $5.8 billion.  

Mr. Webb served as president and chief operating officer and
J. Randy Staff served as executive vice president and chief
financial advisor of Golden State Bancorp Inc.

                       About Fremont General

Based in Santa Monica, California, Fremont General Corporation
(NYSE: FMT) - http://www.fremontgeneral.com/-- is a financial  
services holding company.  Its wholly owned subsidiary, Fremont
Investment & Loan is funded primarily through deposit accounts
that are insured up to the maximum legal limit by the Federal
Deposit Insurance Corporation, and to a lesser extent, advances
from the Federal Home Loan Bank.  

                           *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Moody's Investors Service confirmed these ratings: Fremont General
Corporation -- senior debt at B3; Fremont Investment and Loan --
bank financial strength rating of E+, deposits of B1/NP, and
issuer rating and other senior obligations of B2; Fremont General
Financing I -- preferred stock of Caa2.


FRENCHWOOD POINTE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Frenchwood Pointe, LLC
        6060 West 21st Court, Unit No. 606
        Hialeah, FL 33016

Bankruptcy Case No.: 07-15164

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Douglas A. Bates, Esq.
                  Jordi Guso, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                                  Claim Amount
   ------                                  ------------
Buckhead Capital Corp.                       $3,000,000
10305 Sabal Palm Avenue
Miami, FL 33156

PH Property                                  $1,000,000
One Capital Place, 4th Floor
P.O. Box GT Grand
Cayman Islands

Milton's Siding                                $259,688
2200 Holiday Drive
Raleigh, NC 27610

Big Idea Inv.                                  $165,548

Wake County Revenue Department

Masterpiece Roofing                             $66,016

The Travelers Indemnity                         $22,959

Sherwin Williams                                $21,904

Travelers                                       $13,392

City of Raleigh                                 $12,310

The Home Depot                                   $6,511

Stubbs Cole Breedlove                            $4,000

Network Multifamily                              $2,166

Carolina Landscape & Irrigation, Inc.            $2,000

Hill's Complete Carpet Care                      $1,591

Cart Company                                       $984

Gyaca Advertising                                  $780

Jamas Mock/Joshua & Jason Brown                    $750

David Walker Generation Drive                      $750

Dan Glass & Mirror Services                        $724


GENERAL MOTORS: June 2007 Sales Drop 24%
----------------------------------------
General Motors Corp. dealers in the United States delivered
326,300 vehicles in June, down 24% , compared with year-ago
monthly sales.  The decline was partly attributed to a planned
reduction of an additional 13,487 daily rental sale vehicles in
the month.  GM now has taken more than 92,000 daily rental
vehicles out of the sales totals in 2007.

"Given the planned reduction in daily rental sales, we expected
June would be a tough comparison to a year ago," Mark LaNeve, vice
president, GM North American Sales, Service and Marketing, said.  
"Our retail performance for the month was also below the solid
running rate we've experienced for the first half of the year
which we attribute to a soft industry and lower incentive spending
than our competitors.  However, we continue to believe that
maintaining a disciplined approach to both incentives and daily
rental car sales is key to making our marketing strategy work in
the long run."

"We continue our focus on the retail side of the equation and
first-half results were solid," Mr. LaNeve added.  "We are
delighted with the continuing success of new products, especially
the GMC Acadia, Saturn OUTLOOK and Buick Enclave.  As with many of
our vehicles, these all-new crossovers offer great fuel economy,
terrific performance and outstanding value.  For example, a year
ago we were selling only about 3,000 mid-utility crossover
vehicles.  This June we blew the doors off the segment with
deliveries in excess of 15,000."

Increased sales of the Saturn AURA, as well as the new mid-size
crossovers GMC Acadia, Saturn OUTLOOK and Buick Enclave,
demonstrate GM's strong positioning in the marketplace for fuel-
efficient vehicles.  The GMC Acadia, Saturn OUTLOOK and Buick
Enclave had retail sales of more than 12,000 vehicles, pushing a
significant retail increase in GM's mid-crossover segment.  GM's
total sales of more than 15,000 vehicles in this segment pushed
monthly performance up more than 377%, compared with the same
month last year.

The all-new Chevrolet Silverado and GMC Sierra full-size pickup
trucks -- fuel efficiency leaders in their class -- helped the GM
full-size pickup segment post a first half 2007 sales increase,
compared with the same period a year ago, in a challenging
industry environment.  The Silverado and Sierra also offer the
best warranty coverage and residual values in segment, a winning
combination for these products.

"We're seeing increased residual values for our products as a
result of staying aligned and disciplined to our North American
turnaround and market growth plans," Mr. LaNeve said.  "For
customers, this means providing industry-leading products in terms
of design, segment fuel economy, warranty coverage and
performance.  This translates to a beneficial cost of ownership
experience.  With new products such as the Cadillac CTS and
Chevrolet Malibu coming to dealer showrooms later this year, we
expect to build on this customer enthusiasm."

                    Certified Used Vehicles

June 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 45,876
units, up 6% from last June.  Total year-to-date certified GM
sales are 273,241 units, up 4% from the same period last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted 40,423 sales, up 9% from
last June.  Year-to-date sales for GM Certified Used Vehicles are
240,138 units, up 5% from the same period in 2006.

Cadillac Certified Pre-Owned Vehicles posted June sales of 3,108
units, down 14% from last June.  Saturn Certified Pre-Owned
Vehicles sold 1,484 units in June, down 9%.  Saab Certified Pre-
Owned Vehicles sold 764 units, down 11% from last June, and HUMMER
Certified Pre-Owned Vehicles sold 97 units, up nearly 7%.

"GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified brand, posted a strong performance in June,
leading the segment with sales of 40,423 units, up 9% from last
June," Mr. LaNeve said.  "GM Certified is on track to build on
this momentum toward another record performance for the category
for 2007."

              June & Second Quarter 2007 Production
In June, GM North America produced 404,000 vehicles (142,000 cars
and 262,000 trucks).  This is down 56,000 units or 12% compared to
June 2006 when the region produced 460,000 vehicles (173,000 cars
and 287,000 trucks).  (Production totals include joint venture
production of 21,000 vehicles in June 2007 and 27,000 vehicles in
June 2006.)

GM North America built 1.141 million vehicles (401,000 cars and
740,000 trucks) in the second-quarter of 2007.  This is down
96,000 vehicles or 8 percent compared to second-quarter of 2006
when the region produced 1.237 million vehicles (462,000 cars and
775,000 trucks).  The region's 2007 third-quarter production
forecast is unchanged at 1.075 million vehicles (377,000 cars and
698,000 trucks).

GM also announced revised 2007 second-quarter and third-quarter
production forecasts for its international regions.

   * GM Europe

     The region's 2007 second-quarter production forecast is
     revised at 463,000 vehicles, down 5,000 units from last
     month's guidance.  In the second-quarter of 2006 the region
     built 495,000 vehicles.  The region's 2007 third-quarter
     production forecast remains unchanged at 389,000 vehicles.  
     In the third-quarter of 2006 the region built 374,000
     vehicles.

   * GM Asia Pacific
   
     GM Asia Pacific's 2007 second-quarter production forecast is
     revised at 569,000 vehicles, up 1,000 units from last month's
     guidance.  In the second-quarter of 2006 the region built
     482,000 vehicles.  The region's 2007 third-quarter production
     forecast is revised at 518,000 vehicles, down 6,000 units
     from last month's guidance.  In the third-quarter of 2006 the
     region built 433,000 vehicles.

   * GM Latin America, Africa and the Middle East

     The region's 2007 second-quarter production forecast is
     revised at 234,000 vehicles, up 1,000 units from last month's
     guidance.  In the second-quarter of 2006 the region built
     206,000 vehicles.  The region's 2007 third-quarter production
     forecast is unchanged at 258,000 vehicles.  In the third-
     quarter of 2006 the region built 215,000 vehicles.

                     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.


GRANDVIEW HOMES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Grandview Homes, Inc.
        10 CR 144
        Suite 300
        Georgetown, TX 78626

Bankruptcy Case No.: 07-11169

Chapter 11 Petition Date: July 2, 2007

Court: Western District of Texas (Austin)

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road, Building C-8
                  Austin, TX 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


H-LINES FINANCE: Moody's Lifts Corporate Family Rating to B1
------------------------------------------------------------
Moody's Investors Service raised its debt ratings of H-Lines
Finance Holding Corporation -- Corporate Family Rating and
Probability of Default to B1 from B2 and senior unsecured to B3
from Caa1.  Moody's also raised the instrument ratings of Horizon
Lines, LLC -- senior secured to Ba1 from Ba2 and senior unsecured
to B2 from B3.  The outlook has been changed to stable from
positive.

The ratings reflect Horizon's leading position in its core
markets, which is enhanced by the protective benefits of the U.S.
Jones Act trade, and the important link in customers' distribution
chains that Horizon provides with its containership operations.
These factors support a core level of underlying volume for the
company's services and should result in the continuing generation
of steady funds from operations even during cyclical declines in
demand.  Moody's anticipates that the combination of productivity
programs and a strong yield environment over the near term should
produce some modest further expansion in the operating margins,
notwithstanding the recent trend of softening demand across the
Jones Act trade lanes.  As a result, the improved operating and
free cash flows should sustain financial flexibility.  

"Although adjusted debt will increase in 2007 due to the
chartering-in of five new vessels, Moody's expects Horizon to
maintain credit metrics at levels that are consistent with the B1
rating category," said Jonathan Root, Moody's Shipping Analyst.
The rating also anticipates moderate financial leverage over the
intermediate term as the company prepares for the replacement of
the ageing fleet which operates in the Jones Act trade.  The
company repaid $50 million of term debt since mid-December 2006.

Horizon recently completed the re-deployment of its fleet upon
taking delivery of five new non-Jones Act vessels.  The addition
of these vessels significantly reduces the average age of the
fleet.  However, the 12 vessels in the Jones Act trades (requires
only vessels that are U.S.-built, U.S.-owned and U.S.-crewed may
call between U.S. ports) which generate over 90% of shipping
revenues, average 28 years of age, and will require replacement
over the long term.  The estimated replacement cost is high, due
to the Jones Act requirements of US construction.

The stable outlook reflects Moody's belief that operational and
demand risks remain with the reconfigured, higher capacity fleet
such that the pace and degree of improvements in earnings and cash
flows could trail Horizon's forecasts.  However, in Moody's view,
the demonstrated pricing power can be maintained to help offset
the effects of potentially lower demand relative to the company's
forecasts.  Ratings could be upgraded if Horizon was to sustain
Debt to EBITDA below 4.0 times or EBIT to Interest above 2.5
times.  Ratings could be downgraded if EBIT to Interest was
sustained below 1.4 times or Debt to EBITDA was sustained above 5
times.  One or more acquisitions resulting in meaningfully higher
debt levels could also place downward pressure on the ratings, as
could a debt-financed program to replace the Jones Act fleet.

Upgrades:

Issuer: H-Lines Finance Holding Corp.

-- Probability of Default Rating, Upgraded to B1 from B2

-- Corporate Family Rating, Upgraded to B1 from B2

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B3,
    LGD 6, 93% from Caa1, LGD 6, 94%

Issuer: Horizon Lines, LLC

-- Senior Secured Bank Credit Facility, Upgraded to Ba1 from Ba2

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B2,
    LGD 4, 66% from B3, LGD 4, 69%

Outlook Actions:

Issuer: H-Lines Finance Holding Corp.

-- Outlook, Changed To Stable From Positive

Issuer: Horizon Lines, LLC

-- Outlook, Changed To Stable From Positive

H-Lines Finance Holding Corp, based in Charlotte, North Carolina,
through its wholly-owned operating subsidiary, Horizon Lines, LLC,
trades 17 U.S. flag container ships in liner services between
either the continental United States and Alaska, Hawaii, Guam or
Puerto Rico and between the Far East and the U.S. West coast.


HARBORVIEW MORTGAGE: Fitch Junks Rating on Class B5 Issues
----------------------------------------------------------
Fitch Ratings affirms these Harborview Mortgage Loan Trust issues:

Series 2006-6:

    -- Class A affirmed at 'AAA';

    -- Class B1 affirmed at 'AA';

    -- Class B2 affirmed at 'A';

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

    -- Class B4 downgraded to 'BB-' from 'BB', placed on Rating
       Watch Negative;

    -- Class B5 downgraded to 'CCC' from 'B', assigned Distressed
       Recovery Rating 'DR2'.

The certificates represent an ownership interest in a group of
hybrid and adjustable rate mortgage loans originated by American
Home Mortgage Corp. (25.75%), Countrywide Home Loans, Inc.
(50.23%), Downey Savings and Loan Association, F.A. (10.61%),
First Republic Bank (0.25%), HSBC Mortgage Corporation (3.52%),
Indymac Bank F.S.B. (3.11%) and Mellon Trust of New England, N.A.
(6.53%), secured by first liens on one- to four-family residential
properties.

The affirmations reflect stable relationships of credit
enhancement to future loss expectations and affect approximately
$487.3 million of outstanding certificates.

The downgraded classes and the classes placed on Rating Watch
Negative reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $7.6 million and
$8.8 million in outstanding certificates, respectively.

As of the June 2007 distribution date, the transaction is 12
months seasoned and the pool factor is 79%. The master servicer
for this transaction is Wells Fargo Bank, N.A. (rated 'RMS1' by
Fitch).

The loans in 90+ delinquency at 12 months seasoning as a
percentage of the current pool balance is 2.34%(of which
foreclosures and REOs [real estate owned] comprise 1.48%).  The CE
supporting the classes B-1, B-2, B-3, B-4 and B-5 is 4.42%, 2.90%,
2.02%, 1.14% and 0.50%, respectively.


HILTON HOTELS: Inks $26 Billion Merger Deal with Blackstone Group
-----------------------------------------------------------------
Hilton Hotels Corporation entered into a definitive merger
agreement with The Blackstone Group's real estate and corporate
private equity funds in an all-cash transaction valued at
approximately $26 billion.  Under the terms of the agreement,
Blackstone will acquire all the outstanding common stock of Hilton
for $47.50 per share.  The price represents a premium of 40% over
yesterday's closing stock price.

Hilton's Board of Directors approved the transaction on July 3,
2007.  It is anticipated that the transaction will close during
the fourth quarter of 2007; completion is subject to the approval
of Hilton's shareholders, as well as other customary closing
conditions.  A special shareholders meeting will be scheduled at a
later date.

The acquisition brings together a leading global hospitality
company with Blackstone's extensive portfolio of hotels and
resorts.  Blackstone currently owns more than 100,000 hotel rooms
in the U.S. and Europe, ranging from limited service properties
such as La Quinta Inns and Suites to LXR Luxury Resorts and
Hotels.  The LXR collection includes such upscale properties as
The Boulders Resort and Spa (Arizona), The El Conquistador Resort
(Puerto Rico), The Boca Raton Resort and Club (Florida), The
Golden Door Spa (San Diego), and The London NYC (New York).  
Blackstone's holdings complement Hilton's unparalleled family of
brands, which include Hilton, Conrad Hotels & Resorts, Doubletree,
Embassy Suites, Hampton Inn, Hilton Garden Inn, Hilton Grand
Vacations, Homewood Suites by Hilton, and The Waldorf=Astoria
Collection.

Blackstone intends to invest in the Hilton properties and brands
globally to enhance and grow the business for the benefit of
owners, franchisees and customers.  Over the last fifteen years,
Blackstone has been the largest private investor in hospitality
worldwide and it has a strong track record of reinvesting in its
hotel properties.  Blackstone has invested approximately $1
billion in redevelopment capital in its LXR properties over the
last three years; it has also grown the La Quinta brand by
approximately 45% since its acquisition in January 2006.

"Our priority has always been to maximize shareholder value,"
Stephen F. Bollenbach, Hilton's co-chairman and chief executive
officer, said.  "Our Board of Directors concluded that this
transaction provides compelling value for our shareholders with a
significant premium.  We are delighted that a company with the
resources and reputation of Blackstone fully appreciates the value
inherent in our global presence, strong brands, industry leading
marketing and technology programs, and unique portfolio of hotel
properties."

"It is hard to imagine a better strategic fit for us than Hilton
with its world-class people, brands and network of hotels,"
Jonathan Gray, Senior Managing Director, Blackstone, commented.  
"This transaction is about building the premier global hospitality
business.  We are committed to investing in the company and
working with Hilton's outstanding owners and franchisees to
continue to grow and enhance the business."

"Blackstone's real estate and corporate private equity funds
collaborated on the acquisition of Hilton, demonstrating
Blackstone's unique ability to undertake such a transaction,"
Michael Chae, Senior Managing Director, Blackstone, added.  "We
look forward to working with Hilton's management team and
employees to enhance the value of the company."

Blackstone views Hilton as an important strategic investment; no
significant divestitures are envisaged as a result of this
transaction.

The transaction is not contingent on the receipt of financing.  
Financing commitments have been provided by Bear Stearns, Bank of
America, Deutsche Bank, Morgan Stanley and Goldman Sachs.  These
institutions also served as financial advisors to Blackstone.  
Simpson Thacher & Bartlett LLP acted as legal advisor to
Blackstone. UBS Investment Bank and Moelis Advisors acted as
financial advisors to Hilton, and Sullivan & Cromwell LLP acted as
legal advisor to Hilton.

               About Hilton Hotels Corporation

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                       *     *     *

As reported on May 1, 2007, Standard & Poor's Ratings Services
said its rating and outlook on Hilton Hotels Corp.
(BB+/Stable/--) would not be affected by the company's
announcement that it has entered into an agreement with Morgan
Stanley Real Estate to sell up to 10 hotels for approximately
$612 million in proceeds (net of property level debt
repayment, taxes, and transaction costs).  Upon the close of the
transactions, Hilton Hotels plans to use the net proceeds to
repay debt.

In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006.


HINES HORTICULTURE: Form 10-K Filing Delay Cues S&P to Junk Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Irvine,
California-based Hines Horticulture Inc., including its corporate
credit rating to 'CCC+' from 'B-'.

The outlook is developing.  About $175 million of rated debt is
affected.
    
"The downgrade reflects Standard & Poor's concern with the
continued delay by the company to file its 10-K for the fiscal
year ended Dec. 31, 2006," said Standard & Poor's credit analyst
Jayne Ross.  In May 2007, the company announced that due to an
accounting error, the audited and interim financial statements for
fiscal years 2004 and 2005, and the interim unaudited reports for
fiscal 2006, would be restated.  To date, the company has obtained
limited waivers for the delayed filings of its audited financial
statements for the fiscal year ended Dec. 31, 2006, and for the
10-Q filing for the quarter ended March 31, 2007.
     
While the restatements are not expected to have an impact on
Hines' revenues, cash balances, or liquidity for the fiscal years
2004, 2005, and 2006, the company has advised investors not to
rely on previously disclosed financial statements.  "We remain
very concerned about the extended filing delay as leverage is very
high and it is unclear what impact the restated results will have
on Hines' already weak credit measures, particularly in light of
ongoing challenging operating conditions," said Ms. Ross.
     
The ratings on Hines reflect its leveraged financial profile, high
level of customer concentration, seasonality, and vulnerability to
unfavorable weather conditions.  Hines has a leading market
position in the consolidating but highly fragmented color and
nursery product markets.


HYDRAULIC TECH: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Hydraulic Technologies (Holdings), Inc.
             850 SouthStreet
             Galion, OH 44833

Bankruptcy Case No.: 07-61949

Type of business: The Debtors produce a variety of cylinders,
                  utilized in numerous applications and markets,
                  through their flow line areas, as well as their
                  custom cylinder work center.  See
                  http://www.hydraulic-tech.com/

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Hydraulic Technologies, Inc.               07-61947

Chapter 11 Petition Date: July 3, 2007

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Sean D. Malloy, Esq.
                  McDonald Hopkins, L.L.C.
                  600 Superior Avenue E, Suite 2100
                  Cleveland, OH 44114-2653
                  Tel: (216) 348-5400

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
Hydraulic Technologies     $1 Million to          $1 Million to
(Holdings), Inc.           $100 Million           $100 Million

Hydraulic Technologies,    $1 Million to          $1 Million to
Inc.                       $100 Million           $100 Million


A. Hydraulic Technologies (Holdings), Inc's Largest Unsecured
Creditor:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Richard J. Morris           separation                 $67,596
3516 Stackinghay Drive      agreement
Naperville, IL 60564

B. Hydraulic Technologies, Inc's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Scot Industries             trade debt              $1,491,072
P.O. Box 1106
Wooster, OH 44691

E.S.P. International        trade debt                $540,291
5920 Dry Creek Lane
Northeast
Cedar Rapids, LA 52402

Accura B.D., Ltd.           trade debt                $495,601
Raymond Street,
Stafordshire ST1 4DP
Stoke-On-Trent
Shelton, UK

D.A. International          trade debt                $424,405
23 International Parkway
Mansfield, OH 44903

Spuncast, Inc.              trade debt                $213,116

Faxon Machining, Inc.       trade debt                $198,031

Integrated Hydraulics,      trade debt                $196,192

Youngers & Sons             trade debt                $192,276
Manufacturing, Inc.

R.G. Smith Company          trade debt                $175,125

Industrial Service Corp.    trade debt                $162,497

Houston Machine Products,   trade debt                $150,067
Inc.

C.H. Robinson               trade debt                $140,414

Industrial Chrome           trade debt                $130,381

Grede Foundries             trade debt                $127,698

Griffin Industries          trade debt                $117,548

Superior Precision, Inc.    trade debt                $104,611

Minncast                    trade debt                $100,345

Atlas Systems Roup          trade debt                 $92,479

Midwest Electric Co.        trade debt                 $88,709

Steam Turbine Alternative   trade debt                 $79,684
Resources


IMAX CORP: Obtains Nasdaq Nod for Continued Common Stock Listing
----------------------------------------------------------------
The Nasdaq Listing Qualifications Panel has granted IMAX
Corporation's request for continued listing of its shares on
The Nasdaq Stock Market.

The decision is subject to the condition that the company files
its Form 10-K for the fiscal year ended Dec. 31, 2006, its Form
10-Q for the fiscal quarter ended March 31, 2007, and all required
restatements, on or before Oct. 1, 2007, and that it continue to
meet all other Nasdaq listing requirements.  The company expects
to make these filings shortly.
    
In March 2007, the company disclosed that it would delay filing
its financial statements due to the discovery of certain
accounting errors and subsequently broadened its accounting review
to include certain other accounting matters based on comments
received by the company from the staff of the Securities and
Exchange Commission and the Ontario Securities Commission.
    
On April 12, 2007 and May 14, 2007, Nasdaq sent the company
letters indicating that it was not in compliance with Marketplace
Rule/4310(c)(14), which requires timely filing of periodic reports
with the SEC for continued listing of the company's common shares,
and that company's common shares were subject to delisting from
The NASDAQ Stock Market.
    
On June 29, 2007, the company has substantially addressed the
above-referenced comments from the SEC and OSC by revising its
accounting policy with regard to revenue recognition for theatre
systems, and that it expects to file its financial statements.
    
The Panel noted in its decision that the company's filing delay
does not appear to have been the result of misconduct or
malfeasance, and that the company was working diligently to
complete its reporting.
    
                          About IMAX Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Moody's Investors Service downgraded the corporate family rating
of IMAX Corporation to Caa1 from B3 and downgraded the rating on
its senior unsecured bonds to Caa2 from Caa1.  Moody's also
downgraded the probability of default rating to Caa1 from B3.  
Ratings remain under review for further downgrade.


INTERPOOL INC: Gets 99% Requisite Consents for 6% Senior Notes
--------------------------------------------------------------
Interpool Inc. received tenders and consents of approximately
$229 million aggregate principal amount of its outstanding
6% Senior Notes due 2014, representing over 99% of the total
outstanding principal amount of the Notes, as of 5:00 p.m., New
York City time, on July 3, 2007.

The consents received exceeded the amount needed to approve the
adoption of the proposed amendments to the indenture under which
the Notes were issued.  The terms of the tender offer and consent
solicitation, including the proposed amendments to the indenture
governing the Notes, are described in the Offer to Purchase and
Consent Solicitation Statement dated June 13, 2007, as amended.

Based on the consents received, the company expects to execute a
supplemental indenture soon as practicable.  When executed, the
supplemental indenture will be effective, but the proposed
amendments to eliminate most of the restrictive covenants and
events of default in the indenture and the Notes will not become
operative unless Notes are accepted for purchase pursuant to the
tender offer.

Notes may be tendered until 8:00 a.m., New York City time, on
July 19, 2007, unless extended.  Holders who validly tender Notes
after 5:00 p.m., New York City time, on July 3, 2007, but prior to
the Expiration Date will, if such Notes are accepted for purchase
pursuant to the tender offer, receive $1,027 per $1,000 principal
amount of the Notes, plus accrued but unpaid interest to the date
of payment for the Notes tendered.

Completion of the tender offer remains subject to the satisfaction
of certain conditions, including receipt by Interpool of the funds
necessary to make all payments required to complete the tender
offer, including interest and other costs and expenses related to
the tender offer, and the satisfaction or waiver of all conditions
precedent to the consummation of the merger of Interpool and
Chariot Acquisition Sub Inc., an indirect wholly owned subsidiary
of funds managed by affiliates of Fortress Investment Group LLC,
and the expectation that the Merger will be consummated
immediately after the Expiration Date.

The exclusive dealer manager and solicitation agent for the tender
offer and consent solicitation is Bear, Stearns & Co. Inc.  
Questions regarding the tender offer may directed to Bear Stearns
at (877) 696-BEAR (toll free) or (212) 272-5112 (collect).

The tender agent for the tender offer is D.F. King & Co. Inc.  
Requests for Tender Offer Documents may be directed to the
information agent for the tender offer:
  
     D.F. King & Co. Inc.
     No. 48 Wall Street, 22nd Floor
     New York, NY 10005
     Tel (212) 269-5550 (for banks and brokers only)
         (888) 628-8208 (for all others toll free)

                     About Interpool Inc.

Headquartered in Princeton, New Jersey, Interpool Inc. (NYSE: IPX)
-- http://www.interpool.com/-- is a supplier of equipment and
services to the transportation industry.  It is a lessor of
intermodal container chassis and a world-leading lessor of cargo
containers used in international trade.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 26, 2007,
Fitch placed the ratings of Interpool and its related subsidiaries
on Rating Watch Negative on Jan. 17, 2007.  Fitch currently rated
Interpool Inc.'s long-term Issuer Default Rating 'BB+'; senior
unsecured debt 'BB+'; and senior secured credit facility 'BBB-'.


J&F I FINANCE: Moody's Rates New $600 Million Notes at (P)Caa2
--------------------------------------------------------------
Moody's Investors Service prospectively assigned a (P)Caa2 rating
to new senior unsecured notes totaling $600 million to be issued
by J&F I Finance Co., which will be a subsidiary of J&F
Participacoes, S.A.  Moody's also prospectively assigned a (P)B3
corporate family rating, a B3 probability of default rating, and a
speculative grade liquidity rating of SGL-2 to New Swift.  The
rating outlook is stable.  The ratings are subject to review of
final documentation and subject to a $500 million equity component
in the approximately $1.46 billion consideration for the
acquisition of Swift.  Should the equity amount be less than $500
million or should any other terms of the transaction change,
Moody's may revise the prospective ratings and/or outlook of New
Swift.

The ratings of the existing Swift & Company remain on review for
possible upgrade pending completion of the acquisition.  When Old
Swift is acquired and its existing debt repaid, ratings will be
withdrawn.

Ratings assigned prospectively with a stable outlook:  

J&F I Finance Co., to be renamed Swift & Company:

-- Corporate family rating at (P)B3

-- Probability of default rating at B3

-- New $200 million senior unsecured guaranteed notes due 2015 at
    (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed toggle notes due
    2015 at (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed floating rate
    notes due 2014 at (P)Caa2 (LGD5, 81%)

-- Speculative grade liquidity rating at SGL-2

Ratings continuing on review for possible upgrade:

Swift & Company:

-- Corporate family rating at B3
-- Probability of default rating at B3
-- Existing senior unsecured notes at Caa1
-- Existing subordinated notes at Caa1

Swift will be acquired by J&F, a Brazilian company that is the
majority owner of Latin America's largest beef producer, JBS.  JBS
has annual revenues of about $2.1 billion and EBITDA of $304
million.

J&F I Finance Co., which will be a subsidiary of J&F, will issue
$600 million in new senior unsecured notes and will merge into
Swift & Company, currently a subsidiary of Swift Foods Company,
with Swift & Company as the surviving entity.  Swift & Company
will assume the obligations of J&F I Finance under the notes, and
Swift & Company will merge into S&C Holdco, 3 Inc, with S&C
Holdco, 3 Inc. continuing as the surviving entity to be renamed
Swift & Company.

Swift's B3 corporate family rating reflects the company's highly
volatile earnings and cash flow, very high enterprise leverage,
low margins and weak credit metrics, and the continuing
challenging conditions in the volatile US beef industry overall.
New Swift's ratings are supported by its scale as the third
largest beef and pork processor in the US, by Swift's strong
Australian operations, and by the company's solid liquidity.

Moody's analyzes Swift's operations in the context of the Rating
Methodology for Global Natural Product Processors - Protein and
Agriculture.  Using the 22 rating factors cited in this
methodology -- and proforma financials for fiscal 2007 and Moody's
projected financials for 2008 and 2009 -- all proforma for the new
capital structure -- Swift's rating would score at B2, one notch
above its actual rating level.  The company's actual rating
reflects the significant weight that Moody's places on Swift's
currently high leverage and weak credit metrics and on the
possibility of challenges faced by new management with little
experience in the US market.  Moody's view is that Swift has not
yet completely recovered from the challenges of the last few years
that negatively impacted operating results.  Despite the equity
component in the consideration, the reduction in funded debt upon
acquisition is modest; post-acquisition funded debt of $957
million will be only about $200 million less than the current
funded debt at Old Swift of about $1.16 billion.

The stable rating outlook for New Swift reflects Moody's
expectation that -- although earnings will continue to modestly
rebound as beef volumes strengthen in the US and Australia and as
the company is able to realize some of the benefits of recent
operational restructuring moves -- near term improvements in debt
protection measures are likely to be modest.

The SGL-2 rating of New Swift is based on Moody's anticipation
that the company's liquidity over the next twelve months will be
good, with moderate usage of its unrated $700 million senior
secured revolving credit and modest seasonal variations in
internal cash flow generation for a protein company.  Cash flow
available to service debt is projected by Moody's to be breakeven
or slightly negative over the next four quarters as Swift
strengthens its operating performance.  Borrowing base
availability is expected to be ample.  The single covenant in the
revolving credit agreement is not tested unless availability is
less than $75 million; it is not at all likely that availability
will be this low, so it is unlikely that the covenant will be
tested.  Alternative liquidity is limited as assets are
encumbered.

Swift & Company is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (Swift Beef, 59% of consolidated sales for the
first 39 weeks ended February 25, 2007), domestic pork processing
(Swift Pork, 22%) and beef operations in Swift Australia (19%).
Consolidated sales for the twelve months ended Feb. 25, 2007 were
about $9.5 billion.


JED OIL: Losses Cue Ernst & Young's Going Concern Doubt Opinion
---------------------------------------------------------------
Ernst & Young LLP of Calgary, Alberta expressed substantial doubt
about JED Oil, 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 noted that
the company has incurred a substantial loss and a negative cash
flow from operations for the year ended Dec. 31, 2006.  At Dec.
31, 2006, the company also had a working capital deficit and a
stockholders' deficit.

The company posted a $74,152,821 net loss on $20,714,894 of total
revenues for the year ended Dec. 31, 2006, as compared with
$1,143,144 in net income on $8,609,502 of total revenues in the
prior year.

At Dec. 31, 2006, the company's balance sheet showed $36,015,655
in total assets, $50,292,441 in total liabilities and $27,974,078
in convertible redeemable preferred shares, resulting in a
$42,250,864 in stockholders' deficit.  The company also reported
strained liquidity in its Dec. 31, 2006, balance sheet with
$6,040,921 in total current assets and $9,074,474 in total current
liabilities, resulting in a $3,033,553 working capital deficit.

For the year ended Dec. 31, 2006, the company had $4,927,696 in
cash used in operations, $48,784,738 in cash provided by financing
activities and $47,741,641 in cash used in investing activities.

                           Recent Events

In June 2007, the company announced an offer to acquire Caribou
Resources Corp.  Under the terms of the Offer, the company offered
to pay the major secured creditor of Caribou and any other
creditors with security in priority to the major secured creditor
in cash; to provide a pool of $345,500 cash and 5,000,000 JED
common shares for the balance of Caribou's creditors under a Plan
of Arrangement under the Companies' Creditors Arrangement Act
(Canada), and to acquire all of the issued and outstanding common
shares of Caribou in exchange for the company's common shares on
the basis of one JED common shares for each ten Caribou common
shares, pursuant to an Arrangement Agreement under the Business
Corporations Act (Alberta).

In June 2007, the company sold its assets in the North Ferrier
area of Alberta for about $33.9 million to an arms length third
party.  The company also sold its Sousa property for consideration
consisting of about $800,000 in cash in addition to assumed
liabilities.

In April 2007, the company received notice from the American Stock
Exchange that at Dec. 31, 2006, the company is not in compliance
with Section 1003(a)(i) of the AMEX Company Guide which requires
that a listed company must have either $2 million in shareholders'
equity or not have sustained losses from continuing operations or
net losses in two out of three of its most recent fiscal years.  
In June 2007, AMEX approved the company's plan to come back into
compliance and granted the company an extension until Oct. 13,
2008, to achieve such compliance.  The company will continue its
listing during the extension, subject to periodic review.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2160

                         About JED Oil

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- explores, develops, and produces natural  
gas, crude oil, and natural gas liquids in Canada and the U.S.  
The company has interest in various properties, including Ferrier
and Ricinus located in west central Alberta; Sousa located in
northern Alberta; and in Desan located in northeast British
Columbia.  It also has interest in the Midale play property in
North Dakota and operates in Wyoming.


KARA HOMES: Files Amended Chapter 11 Plan of Reorganization
-----------------------------------------------------------
Kara Homes Inc. and its debtor-affiliates filed with the United
States Bankruptcy Court for the District of New Jersey an Amended
Chapter 11 Plan of Reorganization.

As previously reported in the Troubled Company Reporter, the Court
had previously approved the Debtors' Disclosure Statement
describing their Plan on April 16, 2007.

                        Treatment of Claims

Under the Amended Plan, Holders of Municipal Tax and Municipal
Utility Authorities Claims will be paid in full.  Upon full
payment of these claims, any lien securing the claim will be
cancelled.

Holder of Senior Secured Mortgage Claims against Kara Homes Inc.,
Bergen Mills Estates, LLC, and Horizons at Woods Landing, LLC.,
termed as the Operating Debtors, will either:

   i. receive title to and surrender of their collateral in
      exchange for release of any lien, security interest, or
      other encumbrance securing repayment of any and all claim
      held by the holders against the Operating Debtors; or

  ii. be paid by the applicable Operating Debtor under the terms
      of the applicable agreement under which the claim arose,
      provided that the applicable Operating Debtor will cure
      any arrearages under the agreement.

At the option of Galloway Woods, LLC, Hartley Estates by Kara,
LLC, Horizons at Birch Hill, LLC, and Horizons at Shrewsbury
Commons, LLC, the Liquidating Debtors, Holders of Senior Secured
Mortgage will either:

   i. receive the collateral of the their claims; or

  ii. schedule a sale pursuant to Section 363 of the Bankruptcy
      Code.

Any and all of the applicable liens in favor of the Holders
of Secured Claim, if any, against any of the Operating and
Liquidating Debtors will attach to, and be satisfied from, the
value realized from its collateral in the order of their priority.
In the event that the value realized from a secured creditor's
collateral is less than the amount of its allowed Secured Claim,
the holder will have a deficiency claim.

General Unsecured Claims against the Operating and Liquidating
Debtors will receive a pro rata share of:

   i. cash payment; and

  ii. proceeds, if any, of any causes of action commenced by
      the litigation trust.

Under the Plan, each holder of Equity Interest against the
Operating and Liquidating Debtors will be expunged, extinguished
and all outstanding stock and membership interest will be
cancelled.

As reported in the Troubled Company Reporter on June 22, 2007, the
court will convene a confirmation hearing on July 6, 2007.

                       About Kara Homes

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.  
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official Committee
of Unsecured Creditors.  Traxi LLC serves as the Debtors' crisis
manager.  The Debtors engaged Perry M. Mandarino as chief
restructuring officer, and Anthony Pacchia as chief financial
officer.  When Kara Homes filed for protection from its creditors,
it listed total assets of $350,179,841 and total debts of
$296,840,591.


LIPTRAP AQUATICS: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Liptrap Aquatics and Contracting, Inc.
        P.O. Box 2524
        Inverness, FL 34451

Bankruptcy Case No.: 07-02799

Type of Business: The Debtor offers earth hauling services to
                  concrete plants and land clearing services.

Chapter 11 Petition Date: July 2, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Richard A. Perry, Esq.
                  Trow, Appleget & Perry
                  The Orleans Building, 2nd Floor
                  21 North Magnolia Avenue
                  Ocala, FL 34475
                  Tel: (352) 732-2299
                  Fax: (352) 369-8832

Debtor's financial condition as of July 2, 2007:

   Total Assets: $1,012,475

   Total Debts:  $1,205,226

Debtor's List of its 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
SunTrust Bank                  Line of Credit            $49,994
Commercial Credit Services
P.O. Box 26202
Richmond, VA 23260-6202

BB&T Leasing                   2006 Kenworth            $127,411
P.O. Box 580155                T800 Tractor             Secured:
Charlotte, NC 28258-0155                                 $87,000
                                                      Unsecured:
                                                         $40,411

                               2006 Kenworth             $90,252
                               Tractor                  Secured:
                                                         $85,000
                                                      Unsecured:
                                                          $5,252

                               2006 Kenworth             $35,832
                               T800 Tractor             Secured:
                                                         $33,000
                                                      Unsecured:
                                                          $2,832

GE Transportation Finance      2005 Sterling            $167,483
P.O. Box 822108                Dumptruck                Secured:
Philadelphia, PA 19182-2108                             $130,000
                                                      Unsecured:
                                                         $37,483

                               2005 Kenworth             $88,959
                               T-800 Tractor            Secured:
                                                         $85,000
                                                      Unsecured:
                                                          $3,959

                               2005 Dump                 $30,196
                               Trailer                  Secured:
                                                         $29,000
                                                      Unsecured:
                                                          $1,196

                               2005 Warren               $36,686
                               Tri-axle Dump            Secured:
                               Trailer                   $33,000
                                                      Unsecured:
                                                          $3,686

                               2005 Warren               $57,581
                               Dump Trailer             Secured:
                                                         $33,000
                                                      Unsecured:
                                                         $24,581

Wright Express                 Fuel                      $29,188

Fuelman Fleet Card             Fuel                      $17,498

Daimler Chrysler               2007 Sterling            $135,002
Truck Financial                Dumptruck                Secured:
                                                        $130,000
                                                      Unsecured:
                                                          $5,002

SunTrust Bank Bus. Visa        Credit Card                $4,513

Kubota Credit                  2006 Tractor Trailer      $34,576
                                                        Secured:
                                                         $32,000
                                                      Unsecured:
                                                          $2,576

Mericap Credit Corp.           2006 Kenworth Tractor     $94,412
                                                        Secured:
                                                         $93,000
                                                      Unsecured:
                                                          $1,412

Key Equipment                  2005 Mack Truck          $100,699
                                                        Secured:
                                                        $100,000
                                                      Unsecured:
                                                            $699


LNR CDO: Fitch Affirms Low-B Ratings on Two Note Classes
--------------------------------------------------------
Fitch has upgraded six and affirmed 6 classes of notes issued by
LNR CDO 2002-1, as:

    -- $98,077,000 class A notes affirmed at 'AAA';
    -- $80,000,000 class B notes affirmed at 'AAA';
    -- $25,000,000 class C notes upgraded to 'AA+' from 'AA';
    -- $40,150,000 class D-FX notes upgraded to 'AA-' from 'A+';
    -- $45,000,000 class D-FL notes upgraded to 'AA-' from 'A+';
    -- $22,000,000 class E-FX notes upgraded to 'A' from 'A-';
    -- $33,059,000 class E-FXD notes upgraded to 'A' from 'A-';
    -- $21,000,000 class E-FL notes upgraded to 'A' from 'A-';
    -- $25,000,000 class F-FX notes affirmed at 'BBB+';
    -- $27,041,000 class F-FL notes affirmed at 'BBB+';
    -- $40,032,000 class G notes affirmed at 'BB+';
    -- $54,042,000 class H notes affirmed at 'B+'.

LNR 2002 is a collateralized debt obligation, which closed July 9,
2002.  The portfolio is composed of investment grade, non-
investment grade and unrated commercial mortgage backed
securities.  LNR 2002 is a static transaction; the asset manager's
role is limited to monitoring and substituting collateral assets
that fail to meet specified eligibility criteria.  LNR Partners,
Inc. selected the initial collateral and serves as the collateral
administrator and is named special servicer on all of the
underlying transactions.  LNR Partners, Inc. is rated 'CSS1' as
special servicer by Fitch.

The upgrades are driven primarily by the improved credit quality
and the seasoning of the collateral.  Since last review,
approximately 22.2% of the portfolio has been upgraded by an
average of two notches and approximately 4.7% downgraded by an
average of three notches.  LNR 2002 has also benefited from five
years of collateral seasoning, reducing the overall weighted
average life of the portfolio.  All overcollateralization and
interest coverage ratios have remained stable, with only slight
deterioration since inception.

According to the June 2007 trustee report, the portfolio has
experienced roughly $77 million in cumulative losses to date.  
Approximately 22% of the collateral represents first loss CMBS
classes and further losses are anticipated.  Fitch remodeled the
pool assuming little to no recoveries on all assets rated 'CCC'
and below or unrated first loss classes.  Based on this scenario,
Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities.  The results of
the modeling support the rating actions listed above.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C, D, E, F, G and H notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


MALDEN MILLS: Court Okays Jager Smith as Trustee's Special Counsel
------------------------------------------------------------------
The Honorable Joel B. Rosenthal of the United States Bankruptcy
Court for the District of Massachusetts gave Joseph B. Collins,
Esq., the Chapter 7 Trustee for Malden Mills Industries Inc. and
its debtor-affiliates, permission to employ Jager Smith P.C., as
its special counsel.

The firm is expected to assist the Trustee with respect to the
avoidance of preferential transfers and fraudulent transfers, tort
claims based on breach of fiduciary duty and deepening insolvency.

The firm's attorneys will charge the Debtors between $325 and $540
per hour for this engagement.

Bruce F. Smith, Esq., at Jager Smith, assures the Court that the
firm does not hold any interest adverse to the Debtors' estate and
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Smith can be reached at:

     Bruce F. Smith, Esq.
     Jager Smith P.C.
     One Financial Center
     Boston, MA 02111
     Tel: (617) 951-0500
     http://www.jagersmith.com

Based in Lawrence, Massachusetts, Malden Mills Industries,
Inc. -- http://www.polartec.com/-- develops, manufactures, and
markets Polartec(R) performance fabrics.  Polartec(R) products
range from lightweight wicking base layers to insulation to
extreme weather protection and are utilized by the best clothing
brands in the world.  In addition, Polartec(R) fabrics are used
extensively by all branches of the United States military,
including the Army, Navy, Marine Corps, Air Force, and Special
Operations Forces.  The company also has operations in Germany,
Spain, France and the U.K.

The company filed for chapter 11 protection on Nov. 29, 2001
(Bankr. Mass. Case No. 01-47214).  The Court confirmed the
Debtor's plan on Aug. 14, 2003.

The company and four of its affiliates filed their second chapter
11 petitions on Jan. 10, 2007 (Bankr. D. Del. Case Nos. 07-10048
through 07-10052).  Laura Davis Jones, Esq., and Michael Seidl,
Esq., at Pachulski, Stang, Ziehl Young, Jones & Weintraub, PC,
represent the Debtors.  Bruce F. Smith, Esq., Steven C. Reingold,
Esq., and Michael J. Fencer, Esq., at Jager Smith P.C., and Eric
E. Sagerman, Esq., and David J. Richardson, Esq., at Winston &
Strawn LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets between $1 million to
$100 million and estimated debts of more than $100 million.  The
Debtors' exclusive period to file a chapter 11 plan expires on May
10, 2007.

On Jan. 12, 2007, the Delaware Bankruptcy Court transferred the
case to the U.S. Bankruptcy Court for the District of
Massachusetts (Case No. 07-40124).


MILLS CORP: To Wind Up Affairs and Liquidate Assets on Aug. 1
-------------------------------------------------------------
The Mills Corporation intends to dissolve and liquidate its assets
on Aug. 1, 2007.  A certificate of dissolution for Mills will be
filed with the Secretary of State of the State of Delaware, after
which Mills will liquidate and wind up its affairs.
    
A 50/50 joint venture between a subsidiary of Simon Property Group
Inc. and funds managed by Farallon Capital Management L.L.C., has
acquired all of the outstanding common stock of The Mills
Corporation.  

After dissolution of The Mills, The Mills Limited Partnership will
continue to own and operate its existing portfolio of regional
shopping mall and retail and entertainment centers.
    
In accordance with the provisions of the Certificates of
Designations, Numbers, Voting Powers, Preferences and Rights of
each outstanding series of Mills preferred stock, each share of
preferred stock will be paid its liquidation preference per share
plus an amount equal to any accrued and unpaid dividends to the
date of payment on Aug. 1, 2007.
    
A summary of the preferred securities and liquidation payments per
share are:

   a) 9% Series B Cumulative Redeemable Preferred Stock  
      
      -- liquidation payment per share is $27.25, including
         $2.25 of accrued unpaid dividends;

   b) 9% Series C Cumulative Redeemable Preferred Stock
      
      -- liquidation payment per share is $27.25, including
         $2.25 of accrued unpaid dividends;

   c) 8.75% Series E Cumulative Redeemable Preferred Stock
      
      -- liquidation payment per share is $27.1875, including
         $2.1875 of accrued unpaid dividends;

   d) Series F Convertible Cumulative Redeemable Preferred Stock
      
      -- liquidation payment per share is $1,067.50, including
         $67.50 of accrued unpaid dividends; and

   e) 7.875% Series G Cumulative Redeemable Preferred Stock
      
      -- liquidation payment per share is $2,696.88, including
         $196.88 of accrued unpaid dividends Notice of the
         dissolution and liquidation of Mills is being sent to
         record holders of The Mills preferred stock.

                 About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE: MLS) -- http://www.themills.com/-- conducted its business  
through The Mills Limited Partnership, a subsidiary.  The company
develops, owns, manages retail destinations including regional
shopping malls, market dominant retail and entertainment centers,
and international retail and leisure destinations.  The company
owns 42 properties in the U.S., Canada and Europe, totaling 51
million square feet.  In addition, The Mills has various projects
in development, redevelopment or under construction around the
world.


MORGAN STANLEY: S&P Places B- Rating on Negative CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' rating on the
$3 million class A-13 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with negative
implications.
     
The rating action reflects S&P's July 3, 2007, placement of the
rating on the referenced obligations, the 8.75% bonds due
April 15, 2014, issued by Virgin Media Finance PLC, a subsidiary
of Virgin Media Inc., on CreditWatch with negative implications.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction that is weak-
linked to the lower of (i) the ratings on the respective reference
obligations for each class; (ii) the long-term rating on the
credit default swap's, interest rate swap's, and contingent
forward counterparty's guarantor, Morgan Stanley ('A+'); and (iii)
the credit quality of the underlying securities, BA Master Credit
Card Trust II's class A certificates from series 2001-B due 2013
('AAA').


MOVIE GALLERY: Moody's Junks Corporate Family Rating
----------------------------------------------------
Moody's Investors Service downgraded the ratings of Movie Gallery
Inc.; corporate family rating to Caa3, and placed the long term
ratings on review for possible further downgrade.  LGD assessments
are also subject to change.  The downgrade reflects the company's
exceptionally weak liquidity (its revolving credit facility is
fully drawn leaving it with its $50 million cash balance as its
sole source of liquidity) and the expectation for very weak second
quarter results.  The review for further downgrade reflects the
fluid nature of the current situation and the high likelihood of a
distressed exchange, restructuring, or bankruptcy filing.  

The company announced that it is in violation of its financial
covenants under its first lien credit facilities resulting in a
default under this agreement.  The company intends to seek a
waiver, amendment, forbearance, or similar agreement from its
lenders under the fist lien credit agreement.  The company has
hired Mr. Alvarez and Mr. Marsal to assume responsibilities as
Chief Restructuring Officer and to evaluate available strategic
and restructuring alternatives.  The company has also hired Mr.
Mr. Lazard Freres to serve as financial advisors.

These ratings are downgraded and placed on review for possible
further downgrade:

-- Corporate family rating to Caa3 from Caa1;

-- Probability of default rating to Caa2 from B3;

-- $100 million senior secured revolving credit facility to B2
    (LGD2,18%) from B1 (LGD1,9%);

-- $25 million synthetic letter of credit facility to Caa2
    (LGD4,55%) from B2 (LGD3,39%);

-- $600 million senior secured first lien term loan to Caa2
    (LGD4, 55%) from B2 (LGD3, 39%);

-- $175 million senior secured second lien term loan to Caa3
    (LGD5,81%) from Caa1 (LGD4, 66%);

-- Senior unsecured guaranteed notes to Ca (LGD6,95%) from Caa2
    (LGD5,88%).

This rating is downgraded:

-- Speculative grade liquidity rating to SGL-4 from SGL-3.

The review will focus on the company's ongoing liquidity, the
status of its negotiations with its first lien lenders, the
reaction of its vendors and landlords, as well as the potential
for a bankruptcy filing.  The review will also focus on the
company's operating performance, its ongoing competitive position
and long term viability, and any potential changes to its capital
structure, including a distressed exchange or potential
restructuring.

Movie Gallery, headquartered in Dothan, Alabama, is a leading
provider of in-home movie and game entertainment in the United
States.  It operates over 4,600 stores in the United States,
Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.  LTM revenues for the
period ended April 1, 2007 were about $2.5 billion.


MUSICLAND HOLDING: Plan Confirmation Hearing Continued to July 24
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has continued the hearing to consider the confirmation of
Musicland Holding Corp. and its debtor-affiliates' Second Amended
Plan of Liquidation to July 24, 2007.

Accordingly, the Debtors, the Official Committee of Unsecured
Creditors and the current members of the Informal Committee of
Secured Trade Vendors further agree that the deadline set under
the Debtors' Second Amended Plan for:

  (a) the Confirmation Order to become a Final Order is extended
      until Aug. 31, 2007; and

  (b) occurrence of the Effective Date is extended until
      Sept. 30, 2007.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
(Musicland Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


MYERS INDUSTRIES: Moody's Rates Proposed $265 Million Notes at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to a proposed
$685 million senior secured credit facility offered by Myers
Industries, Inc. and a B3 rating to a proposed $265 million
subordinated notes.  

Moody's also assigned a B1 corporate family rating and a B1
probability of default rating to Myers Holding Corporation, the
entity that will be the new parent of Myers Industries, Inc.  
Proceeds from the transaction will fund Goldman Sachs Capital
Partners' $1.1 billion "take-private" transaction of the
organization.  Ratings for the notes and the credit facility are
subject to final documentation.  This is the first time that
Moody's has rated the company. The rating outlook is stable.

Myers' ratings reflect the fundamental change in the company's
financial profile demonstrated by increased leverage and weakened
free cash flow generation over the intermediate term; the
company's relatively small size; the substitutable nature of its
products; the impact of external economic factors on its end-
markets; and volatility of many of its raw material input costs.
These factors cause the company to be weakly placed in the B1
rating category.

The stable outlook is supported by the organization's diversified
product mix and end markets, its size relative to its competitors,
its market position in the Lawn & Garden, Material Handling and
Distribution businesses, long-lasting customer retention, and
demonstrated ability to pass through raw material cost escalation
on many of their products.  In addition, the stable outlook is
supported by Moody's expectation that the company will maintain
current operating performance.  If the company is unable to
maintain operating performance or if free cash flow is negative
over the next 12 months, then Moody's could reconsider the
appropriateness of the B1 corporate family rating.

Assignments:

Issuer: Myers Acquisition Corporation

-- Senior Subordinated Regular Bond/Debenture, Assigned a range
    of 88 - LGD5 to B3

-- Senior Secured Bank Credit Facility, Assigned a range of 35 -
    LGD3 to Ba3

-- Senior Secured Bank Credit Facility, Assigned a range of 35 -   
    LGD3 to Ba3

Issuer: Myers Holdings Corporation

-- Probability of Default Rating, Assigned B1
-- Corporate Family Rating, Assigned B1

At the close of the acquisition, Myers expects to have about
$807 million of pro forma total debt and pro forma total debt to
EBITDA projected to be 5.7 times (6 times including Moody's Global
Standard Adjustments to Financial Statements) and pro forma EBITDA
interest coverage of 2.1 times, excluding Moody's adjustments.  
The Ba3 rating for the credit facility is based on its secured
status with access to virtually all the assets of the company.
This results in a one notch upgrade from the corporate family
rating and a three notch differential with the company's privately
placed subordinated notes rated B3.

At closing, the entire $150 million revolving credit facility with
a maturity in 2013 will be available.  The Term Loan B matures in
2014, while privately-placed subordinated notes mature in 2017.

Myers Holding Corporation, headquartered in Akron, Ohio is a
manufacturer of polymer products for industrial, agricultural,
automotive, commercial, and consumer global markets and a
distributor of tools, equipment to the tire, wheel and under-
vehicle service industry in the United States.  The company
operates in four segments: Lawn & Garden, Material Handling,
Distribution and Auto and Custom.  In 2006 Myers Industries
generated about $780 million in revenues from continuing
operations.


NEW CENTURY: Fitch Junks Ratings on Four Loan Classes
-----------------------------------------------------
Fitch Ratings has taken these rating actions on classes of New
Century Home Equity Loan Trust 2006-S1:

Series 2006-S1:

    -- Classes A-1, A-2a and A-2b, rated 'AAA', placed on Rating
       Watch Negative;

    -- Class M-1 downgraded to 'A-'from 'AA' and placed on Rating
       Watch Negative;

    -- Class M-2 downgraded to 'BBB' from 'A+' and placed on
       Rating Watch Negative;

    -- Class M-3 downgraded to 'BB' from 'A' and placed on Rating
       Watch Negative;

    -- Class M-4 downgraded to 'B' from 'A-' and placed on Rating
       Watch Negative;

    -- Class M-5 downgraded to 'C' from 'BBB+' and assigned a
       Distressed Recovery rating of 'DR5';

    -- Class M-6 downgraded to 'C' from 'BBB', assigned a DR
       rating of 'DR5' and removed from Rating Watch Negative;

    -- Class M-7 downgraded to 'C' from 'BB' and assigned a DR
       rating of 'DR6';

    -- Class M-8 downgraded to 'C' from 'BB-' and assigned DR
       rating of 'DR6'.

The negative rating actions reflect the deterioration of credit
enhancement relative to future expected losses and affect
approximately $217 million of outstanding certificates as of the
June 2007 distribution date.

New Century Mortgage Corporation is a wholly owned subsidiary of
New Century Financial Corporation.  On April 2 2007, New Century
Financial Corporation voluntarily filed for relief under Chapter
11 of the U.S. Bankruptcy Code.  The filing was made in the U.S.
Bankruptcy Court for the District of Delaware.  The company
announced in early 2007 that it was not able to file its financial
statements in a timely manner and that it would need to restate
its 2006 interim financing statements to correct errors in its
accounting and financial reporting of loan repurchases as well as
its valuation of residual interest in its securitizations.  A
criminal investigation was also launched under federal securities
laws in connection with trading in the company's securities.

The company announced on May 16, 2007 that per procedures
established by the Bankruptcy Court for the District of Delaware,
Carrington Capital Management, LLC and Carrington Mortgage
Services, LLC had acquired its loan servicing platform.  This
transaction was approved by the Bankruptcy Court.

The collateral in the 2006-S1 series consists entirely of fixed-
rate mortgage loans secured by second liens on residential
mortgages extended to subprime borrowers.  This transaction is 16
months seasoned.  The pool factor currently stands at 74.33%.  The
cumulative losses on this transaction are 3.84% of original pool
balance.

As of June 2007, the overcollateralization was $15,834,192 (6.81%
of current collateral balance) with a target of $21,103,260(9.08%
of current collateral balance).  The 60+ delinquencies are 23.78%
of current collateral balance and out of these, the loans that are
delinquent more than six months are approximately 16.15% of
current collateral balance.  The 60+ delinquencies include
foreclosures of 0.26% and real estate owned of 0.02%.

The delinquencies and cumulative losses experienced by this trust
are significantly higher than was initially expected.  
Approximately $37.5 million of the delinquent loans (16.15% of
current collateral balance) are past due six months or more.  
Typically, non-performing second lien loans would be charged off
at 6 months.  However, no such action has yet taken place.  If
such a charge off were to occur, Fitch believes that not only
would the OC be fully depleted but also that some of the
subordinate classes would incur principal write downs as these
delinquent loans are charged off.


NVF COMPANY: Judge Walsh Confirms Chapter 11 Reorganization Plan
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed NVF Company's Chapter 11 Plan of
Reorganization.

                       Overview of the Plan

As reported in the Troubled Company Reporter on April 25, 2007,
the Plan contemplates distribution of cash from the sale of:

     i. Kenneth Square Property and Surplus Yorklyn Property; and

    ii. additional borrowings of approximately $500,000 under the
        DIP Loan.

According to the Plan, additional borrowings under the DIP Loan
will be used to pay all allowed administrative, tax, and other
priority claims on the Plan effective date.

                       Treatment of Claims

Under the Plan, holders of Other Priority Claims will be paid in
full, in cash.

Each holder of Secured Claims will also be paid in full, either
by:

     i. payment in cash;

    ii. abandonment of the property securing its claim; or

   iii. other treatment as agreed to by the Debtor and the holder.

New Castle County's claim will be treated solely as stated in the
Agreed Plan Term Sheet agreed upon by the Debtor, New Castle and
the Official Committee of Unsecured Creditors.

On account of the Pension Benefit Guaranty Corporation's claim, it
will paid in accordance with the terms of that certain agreement
between the Debtor and Posner Estate, dated April 25, 1996.  
Additionally, Pension Benefit will be permitted to pursue claims
against the Debtor after the Plan is confirmed.

Pension Benefit refers to the claim against the Debtor related
to the underfunded pension plan for hourly paid employees in
Broadview, Illinois; Los Angeles, California; Holyoke,
Massachusetts; Delaware; and Pennsylvania.

Posner Estate DIP Financing Claims will receive cash proceeds
remaining from the sale of:

     i. Kenneth Square Property after payment of the Unsecured
        Credtors Kennett Distribution; and

    ii. Yorklyn Property after payment of New Castle County
        Claims.

Prepetition Posner Estate Claims will receive all proceeds from
the sale of:

     i. Kenneth Square Property, if any, that remain after of the
        Unsecured Creditors Kennett Distribution, which payment
        will satisfy the Unsecured Creditors Secured Plan Note and
        the GUC Plan Mortgage, and Posner Estate DIP Financing
        Claims; and

    ii. Surplus Yorklyn Property that remain after payment of New
        Castle County Claim and any remaining portion of the
        Posner Estate DIP Financing Claims.

In addition, Posner Estate will receive 100% of the Debtor's
common stock after the effective date of the Plan.

Each holder of Unsecured Claims will be paid in full, in
consideration of the settlement, release and discharge of the
holder's:

     i. pro rata share of the cash payment or the Unsecured
        Creditors Kennett Distribution, which will be made
        pursuant to the GUC Plan Trust Agreement by the GUC
        Plan Trustee; or

    ii. pro rata share of the proceeds of the Unsecured Creditors
        Plan Secured Note.  

All holders of Asbestos Claims will retain their claims and will
be permitted to pursue their claims against the Debtor after the
Plan is confirmed.

Holders of Equity Interest will not receive any distribution under
the Plan.

A full-text copy of NVF's Chapter 11 Plan of Reorganization is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=070424022512

Based in Yorklyn, Delaware, NVF Company -- http://www.nvf.com/--    
manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The company along with its wholly owned
subsidiary, Parsons Paper Company Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.
Elizabeth A. Wilburn, Esq., and Jason W. Staib, Esq., at Blank
Rome LLP represent the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
listed estimated assets between $10 million to $50 million and
estimated debts of more than $100 million.


OCCULOGIX INC: In talks with JEGC on $30 Mil. Securities Sale
-------------------------------------------------------------
OccuLogix Inc. has entered into discussions with JEGC OCC Corp.
for the private placement of approximately $30 million of common
stock at a price based upon the average trading price of
OccuLogix' common stock at the time of purchase, subject to
regulatory approval and to a minimum price of $1.05 per share.

JEGC is owned by Jefferson EquiCorp Ltd., a private equity firm
controlled by David Folk, Managing General Partner of Jefferson
Partners, and by Greybrook Corporation, a private equity firm
controlled by Elias Vamvakas, chairman and chief executive officer
of OccuLogix.

On May 30, 2007, TLC Vision Corporation and JEGC had agreed to
purchase TLC Vision's ownership stake in OccuLogix, subject to
certain minimum prices and regulatory limitations and further
subject to JEGC obtaining satisfactory financing and other
customary closing conditions.  It is anticipated that if both
transactions are completed, JEGC will gain a control position in
OccuLogix.

                    About Greybrook Corporation

Headquartered in Ontario, Canada, Greybrook Corporation -
http://www.greybrook.com/-- is a private equity firm that  
provides capital to private and public companies, helping them to
grow to the next level and maximize their value potential.  The
company was founded in 1999.

                     About Jefferson Partners

Headquartered in Ontario, Canada, Jefferson Partners --
http://www.jefferson.com/-- is a technology oriented venture  
capital firm focused on financing and building innovative world
class companies.

                   About TLC Vision Corporation

Headquartered in Ontario, Canada, TLC Vision Corporation (TSX:
TLC) (NASDAQ: TLCV) - http://www.tlcv.com/-- is a network of  
vision correction providers in North America.

                       About OccuLogix Inc.

OccuLogix Inc. (NasdaqGM: OCCX) -- http://www.occulogix.com/--    
is an ophthalmic therapeutic company in the business of
commercializing innovative treatments for age-related eye
diseases, including age-related macular degeneration, or AMD, and
glaucoma.  

                        Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the company's
recurring losses.


ORECK CORPORATION: Moody's Lowers Corporate Family Rating to Caa1
-----------------------------------------------------------------
Moody's Investors Service lowered its Corporate Family Rating and
first lien bank loan ratings for Oreck Corporation to Caa1 from B2
and the probability of default rating to Caa2 from B2.  All
ratings are under review for a further possible downgrade.

At the same time Moody's withdrew its B1 and Caa1 ratings
previously assigned to the proposed $150 million first lien credit
facility and the proposed $50 million second lien credit facility,
respectively as the company does not intend to proceed with these
transactions.

The downgrade resulted from expectations that liquidity of the
company will remain challenged following the company's decision
not to proceed with closing of the previously proposed 1st and 2nd
lien credit facilities, which Moody's had anticipated would
provide the company with adequate levels of liquidity.  The
company's existing first lien term loan and revolving credit
facilities remain in default of financial covenants and as a
result the company is unable to access the revolving credit
facility.  At the same time the downgrade reflects Moody's
concerns that the pace of recovery of the direct response business
may be more protracted than anticipated and efforts to improve
performance of this business may prove challenging.  At the same
the limited level of liquidity may impede the ability of the
company to increase investment in marketing, product development
as well as facility consolidation.

The ratings have been placed under review for a further possible
downgrade as an inability to reach agreement with the lenders in
its existing credit facilities could further negatively impact
liquidity and reduced liquidity could create challenges for the
company's ongoing operations.  If covenants are not waived and
some form of restructuring becomes more likely ratings could be
lowered further.

These ratings were lowered and assessments were amended:

-- Corporate Family Rating to Caa1 from B2

-- Probability of Default Rating to Caa2 from B2

-- $20m first lien revolving credit facility to Caa1
    (LGD 3 - 32%) from B2 (LGD 3 -- 31%)

-- $177 million first lien term loan to Caa1 (LGD 3 -- 32%) from
    B2 (LGD 3 -- 31%)

These ratings have been withdrawn:

-- $130 million first lien term loan facility (was B1)
-- $50 million second lien term loan facility (was Caa1)

Oreck Corporation, based in New Orleans, Louisiana, is a leading
manufacturer and marketer of premium priced vacuum cleaners and
air purifiers under the "Oreck" brand name.


PIXELPLUS CO: Ernst & Young Raises Going Concern Doubt
------------------------------------------------------
Seoul, South Korea-based Ernst & Young Han Young expressed
substantial doubt about Pixelplus Co. Ltd.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006.  The
auditing firm noted that the company has incurred significant
operating losses for the year ended Dec. 31, 2006 and working
capital decreased significantly between Dec. 31, 2005 and 2006.

The company posted a KRW17,369,000,000 net loss on
KRW31,996,000,000 of total revenues for the year ended Dec. 31,
2006, as compared with KRW979,000,000 in net income on
KRW41,584,000,000 of total revenues in the prior year.

At Dec. 31, 2006, the company's balance sheet showed
KRW31,588,000,000 in total assets, KRW13,852,000 in total
liabilities and KRW17,736,000,000 in stockholders' equity.

In addition, the company has substantial doubt about one of its
consolidated subsidiaries', Pixelplus Technology Inc. (PTI),
ability to continue as a going concern because of significant
decrease in revenues and increase in accumulated deficits.

The Company intends to sell its entire 37.5% interest in PTI in
the second half of 2007 as there has been a significant decline in
revenues from PTI since the first half of 2006, and in order to
manage cost efficiencies and strengthen its financial position.

                          Recent Events

In June 2007, the company moved its headquarters office from
Bundang to Suwon, South Korea.

In March 2007, the company opened a branch office in Taiwan to
fortify its sales and marketing operations in the Taiwanese
market.  The company intends to sell its entire 37.5% interest in
PTI in the second half of 2007 as there has been a significant
decline in revenues from PTI since the first half of 2006, and in
order to manage cost efficiencies and strengthen its financial
position.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2162

                        About Pixelplus Co

Based in Suwon-si, South Korea, Pixelplus Co. Ltd. (NasdaqGM:
PXPL) -- http://www.pixelplus.com/-- designs and markets image  
sensor chips used in mobile-phone cameras. The Company offers both
complementary metal-oxide semiconductor (CMOS) and application-
specific integrated circuit (ASIC) designs.


PREMIUM MOTOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Premium Motor Cars, Inc.
        4242 Route 8
        Allison Park, PA 15101

Bankruptcy Case No.: 07-24294

Type of Business: The Debtor is a car dealer.

Chapter 11 Petition Date: July 3, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


PRIMUS TELECOMM: Concludes Sale of 22.5MM Shares of Common Stock
----------------------------------------------------------------
PRIMUS Telecommunications Group Incorporated has concluded the
sale of 22.5 million shares of registered common stock at a price
of $0.915 per share to existing and new qualified institutional
buyers and institutional accredited investors.

The $18.9 million of net proceeds, after fees and expenses, will
be used for general corporate purposes including the repurchase,
repayment or redemption of outstanding debt.

"We are pleased that existing and new investors participated in
this transaction which further enhances our financial
flexibility," Thomas R. Kloster, chief financial officer, stated.
"Additionally, as a result of raising new equity in this
transaction, the accelerated maturity provisions in PRIMUS's
5% Exchangeable Senior Notes are eliminated, thereby establishing
June 2010 as the stated maturity for these notes."

CRT Capital Group LLC served as sole placement agent for the
offering.

                  About PRIMUS Telecommunications

Headquartered in McLean, Virginia, PRIMUS Telecommunications Group
Inc. (OTCBB:PRTL) -- http://www.primustel.com/-- offers  
international and domestic voice, voice-over-Internet protocol,
Internet, wireless, data and hosting services to business and
residential retail customers and other carriers located primarily
in the U.S., Canada, Australia, the U.K. and western Europe.  
PRIMUS provides services over its global network of owned and
leased transmission facilities, including about 350 points-of-
presence throughout the world, ownership interests in undersea
fiber optic cable systems, 16 carrier-grade international gateway
and domestic switches, and a variety of operating relationships
that allow it to deliver traffic worldwide.

As reported in the Troubled Company Reporter on May 7, 2007,
PRIMUS Telecommunications Group, Incorporated, reported total
assets of $432.6 million and total liabilities of
$904.8 million, resulting in a total stockholders' deficit of
$472.3 million as of March 31, 2007.


PRODUCT A: Case Summary & 36 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Product A, L.L.C.
             P.O. Box 1189
             Rancho Mirage, CA 92270

Bankruptcy Case No.: 07-13732

Debtor affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Product B, L.L.C.                          07-13735

Chapter 11 Petition Date: July 2, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtors' Counsel: Alan Vanderhoff, Esq.
                  701 B Street, Suite 1000
                  San Diego, CA 92101
                  Tel: (619) 299-2050
                  Fax: (619) 239-6554

                            Total Assets           Total Debts
                            ------------           -----------
Product A, L.L.C.           $8,424,781             $4,103,172
Product B, L.L.C.           $5,919,442             $2,588,471

A. Product A, LLC's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Fashioncraft Floors,        trade debt                $195,573
Inc.
8030 East Crystal Drive
Anaheim, CA 92807

Elegance 69, L.L.C.         trade debt                $172,329
P.O. Box 1189
Rancho Mirage, CA
92270

Mar-Create Company,         trade debt                 $44,645
Inc.
P.O. Box 1793
Indio, CA 92202

Dynamic Plumbing            trade debt                 $41,546

Hammond & Massing,          trade debt                 $26,772
General Contractors

A.&L. Framing               trade debt                 $25,552

M.J. Landscape              trade debt                 $24,001

R.&B. Wholesaler, Inc.      trade debt                 $18,641

Chappell Electric, Inc.     trade debt                 $18,384

Barcenas Concrete           trade debt                 $17,823
Construction Co.

Premium Builders            trade debt                 $16,367

Petersendean Roofing        trade debt                 $15,098
Systems

Palm Desert Glass, Inc.     trade debt                 $11,616

Janice Ward                 trade debt                 $11,424

Blaine Quick                trade debt                 $10,991

Contractors Services        trade debt                 $10,191

Doorway Manufacturing Co.   trade debt                  $9,761

West Coast Drywall & Paint  trade debt                  $7,875

Vazquez Tile & Marble       trade debt                  $6,972

Molina Pools                trade debt                  $6,800

B. Product B, LLC's 16 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Elegance 69, L.L.C.         trade debt                $117,935
P.O. Box 1189
Rancho Mirage, CA
92270

Contractors Services        trade debt                 $48,163
P.O. Box 200
Palm Springs, CA
92258

Barcenas Concrete           trade debt                 $40,021
Construction Co.
P.O. Box 580248
North Palm Springs, CA
92263

Hammond & Massing,          trade debt                 $21,858
General Contractors

Doorway Manufacturing Co.   trade debt                 $17,761

Schlect, Schevlin &         trade debt                 $13,998
Schoenberger

Ron & Patricia Wicks        trade debt                 $11,934

Frank Yogus                 trade debt                 $11,497

Larry Methvin               trade debt                  $7,852

John Hyle                   trade debt                  $7,212

K.W. Construction           trade debt                  $7,000

L & D Appliances            trade debt                  $4,784

M.J. Landscape              trade debt                  $4,524

Gene Hobdy                  trade debt                  $3,355

Palm Springs Welding, Inc.  trade debt                  $2,925

Southwest Boulder           trade debt                  $2,427


REDDY ICE: Inks $1.1 Billion Merger Agreement with GSO Capital
--------------------------------------------------------------
Reddy Ice Holdings Inc. has entered into a definitive merger
agreement to be acquired by certain funds managed by GSO Capital
Partners LP in a transaction with a total value of approximately
$1.1 billion.
    
Under the terms of the merger agreement, Reddy Ice stockholders
will receive $31.25 per share in cash for each common share of the
company's stock they hold, representing a premium of approximately
9.6% over the company's closing share price of $28.52 on June 29,
2007, and a premium of approximately 20.8% over the average
closing share price during the prior year.
    
"This transaction represents a great opportunity for Reddy Ice,
its shareholders and its employees," William P. Brick, the
company's executive chairman, remarked.  "GSO will be a strong
partner for our CEO, Jim Weaver, the management team and the
company's dedicated employees as they continue to build on their
recent successes."
    
Under the merger agreement, the company may solicit proposals for
alternative transactions from third parties for a 45-day period
ending on Aug. 16, 2007.  The company's board of directors will
work with its independent advisors to solicit proposals during
this period.  There can be no assurances that this solicitation
will result in an alternative transaction.

The company does not intend to disclose developments with respect
to the solicitation process unless and until its board has made a
decision regarding any alternative proposals.
    
The merger is subject to the approval of the holders of a majority
of the outstanding shares of the company's common stock as well as
customary closing conditions.  The transaction is expected to
close in the fourth quarter of 2007.
    
The merger agreement will permit the company to continue paying
regular quarterly dividends at its current annual rate of
$1.68 per share, prior to the closing of the merger.  In addition,
in the event that the merger does not close prior to Nov. 1, 2007,
the company will be permitted to declare a partial quarterly
dividend for the portion of the fourth quarter which occurs prior
to the closing based on the current annual dividend rate.
    
Debt financing for the transaction has been committed by Morgan
Stanley Senior Funding Inc., subject to customary terms and
conditions.
    
Houlihan Lokey Howard & Zukin is the financial advisor to the
company and DLA Piper US LLP is its legal counsel.  Kirkland &
Ellis LLP is acting as legal counsel to GSO.

The company's investors and security holders may obtain a free
copy of the proxy statement and other documents filed with
Securities and Exchange Commission, for free by directing such
request to Steven J. Janusek, chief financial officer and
corporate secretary, at 214-526-6740.
    
                   About GSO Capital Partners LP
    
GSO Capital Partners LP is a registered alternative investment
manager with offices in New York, London, Houston and Los Angeles.  
The firm invests in a broad array of public and private securities
across multiple investment strategies.  Key areas of focus include
leveraged loans, distressed investments, special situations,
capital structure arbitrage, mezzanine securities and private
equity.  GSO manages capital on behalf of insurance companies,
banks, pension funds, endowments, foundations, family offices and
fund of funds.
    
                          About Reddy Ice
    
Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/and its subsidiaries manufacture  
and distribute packaged ice in the U.S. serving about 82,000
customer locations in 31 states and the District of Columbia under
the Reddy Ice brand name.  Typical end markets include
supermarkets, mass merchants, and convenience stores.  


REDDY ICE: GSO Capital Agreement Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the ratings for Reddy Ice
Holdings, Inc. and Reddy Ice Corporation under review for possible
downgrade following the recent announcement that it entered into
an agreement to be acquired by GSO Capital Partners in a
transaction valued at about $1.1 billion.  Corp. is a wholly-owned
subsidiary of Reddy Ice, the ultimate parent company.  Under the
terms of the deal, shareholders of common stock of Reddy Ice,
ticker symbol FRZ, will receive $31.25 per share in cash.

Moody's expects that GSO will re-leverage Reddy Ice's balance
sheet as a consequence of taking the company private.  Moody's
also expect that existing debt instruments of Reddy Ice and Corp.
will be refinanced as part of this transaction.  If this
transpires, the ratings will be withdrawn at the time of close of
the new financing.  It is Moody's understanding that a permanent
refinancing plan is in the process of being completed.  The
transaction is subject to a 45-day "go-shop" period whereby the
company can solicit competing bids.  Moody's note that upon a
change of control, the senior discount notes are putable to the
issuer at 101 and that the company has an option to call the notes
prior to Nov. 1, 2007.

Once information on the new structure is obtained, Moody's rating
review will primarily focus on the company's financial flexibility
following the leveraged buyout.  The most important factors in
that analysis are expected to be the financial structure, the
business strategy of the company going forth, the company's
external sources of liquidity and the level of commitment to debt
repayment.

These ratings at Reddy Ice were placed under review for possible
downgrade :

-- Corporate Family Rating, rated B1
-- PDR, rated B1
-- $151MM, 10.5% Sr. Disc. Notes due 2012, rated B3 (LGD5, 89%)

These ratings at Corp. were placed under review for possible
downgrade :

-- $60MM, Sr. Sec'd Revolver due 2010, rated Ba3 (LGD3, 34%)
-- $240MM, Sr. Sec'd Term Loan due 2012, rated Ba3 (LGD3, 34%)

Reddy Ice Holdings, Inc. and its subsidiaries manufacture and
distribute packaged ice in the United States serving about 82,000
customer locations in 31 states and the District of Columbia.  The
company is the largest of its kind in the United States.  Typical
end markets include supermarkets, mass merchants, and convenience
stores.


REMEDIATION FIN'L: Disclosure Statement Hearing Set for August 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing at 10:00 a.m. on Aug. 15, 2007, to consider approval of
the disclosure statement describing the first amended plan of
reorganization filed by Remediation Financial Inc., RFI Realty
Inc., Santa Clarita LLC, and Bermite Recovery LLC.

Deadline to file objections to the disclosure statement is
Aug. 8, 2007.

                       Overview of the Plan

The Plan proposes to pay creditors from proceeds of the sale of
most of the Debtors' assets.

A bid for those assets, from SunCal Santa Clarita LLC, has been
approved by the Court.

In addition, the Court approved these settlement agreements
intended to facilitate confirmation of the Plan:

   a) Coverage and Claims Settlement Agreement dated Nov. 15,
      2005, resolving a vigorously contested insurance coverage
      dispute which had been pending for five years;

   b) Castaic Lake Agency Litigation Settlement Agreement
      dated April 6, 2007, resolving claims pending against,
      and by, the Debtors Remediation Financial and Santa
      Clarita LLC related to perchlorate groundwater
      contamination pending since 2001; and

   c) a settlement agreement with The Porta Bella Lender LLC
      dated May 9, 2007, resolving Porta Bella's claim.

                     Treatment of Claims

Under the Plan, holders of Class 1 Other Priority Claims will be
paid in full and in cash on the initial distribution date.

Class 2 Real Property Taxes Claims against Bermite and Santa
Clarita will also be paid in full plus interest

The Class 3 Claim of Knight Piesold & Co. against Santa Clarita
will be paid no later than the initial distribution date
pursuant to the terms and conditions of a settlement agreement.

Pursuant to the Coverage and Claims Settlement Agreement,
First Credit Bank agreed to provide Bermite up to $7 million
in first position secured credit facility.  The financing will
be paid in full from the proceeds of the sale of the Bermite's
real properties.

Class 4 Claims against Bermite and Santa Clarita will receive
the total amount under the terms of the Coverage and Claims
Settlement Agreement.

The Class 5 Claim of Porta Bella is entitled to 88.52% of funds
remaining pursuant to a Court approved settlement.

Holders of Class 6 Mechanic's and Materialmen's Claims will be
required to establish whether and the extent to which the claims
are allegedly secured.  If the claimants demonstrate that their
claims are secured, they will be paid from the proceeds of the
asset sale.

Class 7 Remediation Claims will be deemed reduced or satisfied to
the extent remediation has been or will be funded by amounts
deposited in escrow accounts.

Class 8 Allowed Non-Insider Unsecured Claims against Santa
Clarita will receive distribution of 3.28% of funds remaining
while Class 8 Allowed Non-Insider Unsecured Claims against Bermite
will receive on the second distribution date the amount of their
allowed prepetition claim, up to $1,071,000.

Class 8 Allowed Non-Insider Unsecured Claims against Remediation
Financial will receive on the second distribution date the
amount of their allowed prepetition claim, up to $445,383.

Class 8 Allowed Non-insider Unsecured Claims against RFI Realty
will be paid in full without interest.

Holders of Class 9 Allowed Insider Unsecured Claims will not
receive any distribution under the Plan.

Equity Interests in Bermite and Santa Clarita will be cancelled,
while, equity interests in RFI Realty and Remediation Financial
will be owned subject to the terms of the voting trust, upon
confirmation.

                  About Remediation Financial

Headquartered in Phoenix, Arizona, Remediation Financial Inc. is
a real estate developer.  Remediation Financial and Santa
Clarita LLC filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty Inc. filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery LLC filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they listed estimated assets of more than $100 million
and estimated debts of $10 million to $50 million.


RHODE ISLAND: S&P Lowers Rating on $20MM Bonds to BB+ from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rhode
Island Health and Educational Building Corp.'s $20 million series
1999 bonds, issued for St. Joseph Health Services, to 'BB+' from
'BBB-', reflecting losses during fiscal 2006 that have accelerated
during fiscal year-to-date 2007.  The outlook is negative.
      
"St. Joseph's management and board of directors appear to be
seriously considering strategies that could make a real difference
for this credit," said Standard & Poor's credit analyst Cynthia
Keller Macdonald.  "However, the process is taking a long time,
and meanwhile, the credit's financial profile has deteriorated and
is more in line with a speculative-grade rating."
     
Other factors contributing to the speculative-grade rating include
the recent resignation of the CEO, which leaves St. Joseph in the
position of attempting a turnaround without a permanent management
team in place.  In the future, Standard & Poor's will evaluate the
effect of several strategic initiatives that are under
exploration; however, not until management finalizes a direction.
     
A lower rating is precluded by St. Joseph's small amount of debt;
liquidity, which is adequate for a speculative-grade credit; and
adequate competitive position in the state, although there are
other hospitals nearby and admissions were soft last year.
     
For fiscal 2006, St. Joseph posted a $1.8 million operating loss,
or a negative 1% operating margin, and also lost $551,000 on the
bottom line, which generated slim 1.9 times coverage on all debt.  
Year to date through seven months ended April 30, 2007, St.
Joseph's loss has accelerated to $2.6 million, which is
$3.2 million below budget.
     
The negative outlook reflects the level of losses year to date and
the magnitude of the turnaround plan.  The lowered rating affects
about $19.98 million in rated debt.


RJO HOLDINGS: S&P Lowers Counterparty Credit Rating to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on RJO Holdings Corp. to 'B-' from 'B'.  

At the same time, S&P lowered its debt rating on RJOH's
$50 million revolving credit facility to 'B-' from 'BB-' (recovery
rating of '4'); the senior secured $385 million first-lien
facility was lowered to 'B-' from 'B' (recovery rating of '4');
and the senior secured $150 million second-lien facility was
lowered to 'CCC' from 'CCC+' (recovery rating of '6').

The outlook remains stable.
     
The ratings actions follow changes in the proposed transaction
structure, which result in an increased probability of default.  
Specifically, S&P believe that removing the paid-in-kind toggle
option on the proposed second-lien facility, coupled with higher-
than-expected cash interest expense and the addition of a leverage
maintenance financial covenant, result in reduced financial
flexibility at RJOH.  In addition, the lower recovery rating on
the revolving credit facility results from the removal of the
super priority lien.
     
The debt ratings reflect a proposed transaction, under which
Spectrum and Technology Crossover Ventures will become majority
shareholders.  The O'Brien family, which is currently the sole
shareholder of R.J. O'Brien & Associates, will retain an ownership
interest in RJOH.  RJO Holdings Corp. is the parent company of
R.J. O'Brien & Associates, a futures broker, with leading market
shares at the relevant exchanges.
     
The stable outlook reflects our opinion that RJOH will meet its
projected near-term debt service obligations and amortize its debt
facilities as required.


SAGITTARIUS RESTAURANTS: Moody's Cuts Corp. Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Sagittarius
Restaurants LLC, including its corporate family rating to B3 from
B2, its probability-of-default rating to B3 from B2, and the
rating on its senior secured bank credit facility to B1 from Ba3.
The loss-given-default assessment and rate on the bank credit
facility changed to LGD 2, 26.2% from LGD 2, 25.7%.  The rating
outlook remains stable.

The downgrade was prompted by Sagittarius' weak financial metrics,
which have been deteriorating as a result of the company's
continued decline in operating earnings due in part to its
inability to turn around negative revenues growth in an
environment of fierce competition and cost inflation.  
Underpinning Sagittarius's weak credit metrics as of April 2007
are its high leverage and low free cash flow generation, both
falling below the levels that would trigger a downgrade as cited
in Moody's press release dated March 9, 2006.

"Of Sagittarius' two main concepts, the seafood-focused Captain
D's restaurants' same store sales growth has been negative in the
past few years largely due to its lack of designation items on the
menu," stated the Rating Agency, "The same store sales at the
Mexican-themed Del Taco, started to turn negative right before the
two concepts were merged into Sagittarius in early 2006, and has
continued to witness consistent declines as customers have made
fewer trips primarily due to ever-intense competition in its home
state -- California.  Commodity food inflation and labor cost
increases have further constrained the cash flow generation for
the company."

The B3 corporate family rating reflects Sagittarius' highly
levered capital structure, low free cash flow available for debt
reduction after growth capital expenditures, the highly
competitive environment Del Taco and Captain D's face in their
respective segments of the quick service restaurant industry and
the challenges in integrating and managing two brands experiencing
different growth trajectories.  The rating also incorporates the
advantages of the diversified company resulting from the
combination of these two chains, both concepts' leading market
positions in the United States, sizable scale and scope benefits
stemming from a large unit base and the favorable segment/industry
trends taking place.

The stable outlook anticipates management's continued effort to
turn around same store sales growth and to curtail margin
pressures, which could lead to steadily improving results and cash
flows.  The ratings could be further downgraded if operating
earnings were to experience further decline, resulting in a debt-
to-EBITDA of 7.5x or higher, an EBIT/Interest below 1x or a
negative free cash flow.  An upgrade is unlikely in the near and
intermediate term.

These ratings were affected by this rating action :

Sagittarius Restaurants LLC

-- Corporate Family Rating, to B3 from B2

-- Probability of Default Rating, to B3 from B2

-- $60 million senior secured revolving credit facility, to B1
    (LGD2, 25.7%) from Ba3 (LGD2, 26.2%)

-- $295 million senior secured term loan credit facility, to B1
    (LGD2, 25.7%) from Ba3 (LGD2, 26.2%)

The rating outlook is stable.

Sagittarius Restaurants LLC, headquartered in Nashville,
Tennessee, operates and franchises Mexican and seafood QSRs under
two leading brand names, Del Taco and Captain D's.  The company
currently had 1,092 units in 30 states as of the first quarter of
2007.  Revenues for the combined entity for the last twelve months
as of March 25, 2007 were about $607 million.


SOLUTIA INC: Wants Monsanto and Retiree Settlement Pacts Okayed
---------------------------------------------------------------
Solutia Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve:

  (i) a settlement among Solutia, Monsanto Company, Pharmacia
      Corporation, the Official Committee of Unsecured
      Creditors, the Official Committee of Retirees, and the Ad
      Hoc Trade Committee; and

(ii) a settlement among Solutia, Monsanto, the Retirees'
      Committee, and the Creditors Committee.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Monsanto Settlement achieves the overriding goal
of Solutia's reorganization -- the permanent reallocation of
significant legacy liabilities arising from the 1997 spin off.   
Monsanto assumes all of Solutia's legacy tort liabilities and a
substantial portion of its environmental liabilities.

By removing the cloud of the legacy liabilities, the Monsanto
Settlement will enhance creditor recoveries, materially improve
Solutia's future prospects, preserves crucial commercial
relationships with Monsanto and pave the way to a successful
reorganization, Mr. Henes says.

The proposed Monsanto Settlement achieves as much or more than
Solutia could achieve by litigating to an improbable victory
without the huge risks, uncertainties, delays and expense that
the litigation would visit on Solutia's estates and creditors,
Mr. Henes points out.

Solutia's relationship with Monsanto has always been a critical
part of its business, Mr. Henes tells Judge Beatty.  Under the
Monsanto Settlement, Monsanto has agreed to extend a master
operating agreement for an additional three years through 2020.   
The Master Operating Agreement provides for Solutia to be "guest"
at certain Monsanto-owned facilities that are critical to
Solutia's businesses.  It also enables Solutia to obtain
discounted raw materials and other efficiencies that help improve
Solutia's profitability, Mr. Henes informs the Court.

The Master Operating Agreement and other important commercial
agreements are preserved under the Monsanto Settlement.   
Conversely, without the Monsanto Settlement, protracted and
acrimonious litigation would materially and perhaps permanently
impair these agreements and relationships, Mr. Henes maintains.

The Monsanto Settlement provides that:

  (1) Monsanto will be responsible for all alleged legacy tort
      liabilities.  Monsanto has agreed to be responsible for
      all past and future tort claims related to conduct that
      occurred before the spin-off.  Solutia currently estimates
      that the ultimate liability for these asserted claims will
      range between $15,000,000 and 40,000,000, not accounting
      for future claims that could be asserted for pre-spin
      conduct, hundreds of additional lawsuits asserting
      thousands of claims that have been commenced against
      Monsanto.

  (2) Monsanto will assume significant environmental legacy
      liabilities that arise from sites owned by Old Monsanto
      but never owned by Solutia, which Solutia estimates will
      remove approximately $150,000,000 worth of complex
      environmental claims from its estates.  Monsanto will also
      be responsible for the remediation of dioxin contamination
      in the Kanawha River and surrounding areas.

  (3) Solutia will be responsible for environmental legacy
      liabilities that arise from sites it has owned and
      operated following the spin-off, with the remediation
      costs Solutia expects to reach $82,000,000 over the next
      five years.

  (4) Solutia and Monsanto will share environmental liabilities
      that arise from sites that were never owned or operated by
      Solutia but which have been affected by historical
      contamination from Solutia-owned plants located in
      Anniston, Alabama and Sauget, Illinois.  Costs for the
      Shared Sites will be allocated in this manner:

       -- The first $50,000,000 will be paid through Funding
          Co., a special purpose limited liability company under
          the Plan that will be funded with proceeds from the
          rights offering;

       -- The next $50,000,000 will be paid by Monsanto, less
          costs it has incurred for remediation of the Shared
          Sites during Solutia's Chapter 11 cases;

       -- Solutia will be responsible for the next $325,000,000
          in costs for Shared Sites.  Solutia, however, has the   
          option to cap its annual costs at $30,000,000 per year
          and have Monsanto bear excess remediation costs to
          improve reorganized Solutia's liquidity and cash flow;
          and

       -- After $425,000,000, Solutia and Monsanto will split
          evenly all costs for Shared Sites.

The Retiree Settlement preserves post-employment medical and
other benefits for Solutia's 20,000 retirees, establishes a trust
funded with $175,000,000 in cash to assure the payment of the
benefits, and will save Solutia approximately $110,000,000 in
consensual benefit modifications.  The Retiree Settlement is
conditioned upon, and made possible only as a result of,
Monsanto's assumption of legacy liabilities as part of the
Monsanto Settlement.

The Retiree Settlement provides:

  (A) Creation of the Retiree Trust.  On the effective date,
      Solutia will contribute $175,000,000 in cash proceeds from
      the rights offering to a retiree trust.  The trust will
      satisfy reorganized Solutia's continued payment of
      modified and life insurance benefits for pre-spin
      retirees.

  (B) Modifications to Medical Benefits.  Reorganized Solutia
      can limit the amount it pays each year for retiree medical
      expenses, change deductibles and prescription drug co-
      payments and cap the benefits paid to individual retirees
      after the age of 65.

  (C) Modifications to Life Insurance Benefits.  Life insurance
      benefits have been capped for employees who retired before
      December 31, 2001, and eliminated for those who retired
      after that date.

  (D) Retiree Claim.  The retirees will receive an allowed, non-
      priority unsecured claim in the aggregate amount of
      $35,000,000.  The recovery on account of the Retiree Claim
      will be contributed to the retiree trust and used solely
      to reimburse Solutia for its payment of benefits for pre-
      spin and post-spin retirees.

  (E) Retiree Release.  The retirees have agreed to release
      Solutia, Monsanto and Pharmacia, any employee benefit
      plans of Monsanto or Pharmacia and their respective
      representatives, affiliates and successors from all claims
      related to "retiree benefits."

The Settlements' release and injunction provisions are narrowly
tailored to preserve the rights of parties with claims being
assumed by Monsanto and are only designed to provide finality for
Monsanto on the liabilities Solutia is retaining.  The
Settlements do not afford "blanket immunity" to Monsanto or
Pharmacia.  The retirees have consented to the releases even
though they restrict the Retirees' rights, Mr. Henes avers.

In addition, Pharmacia has agreed to release Solutia from any
prepetition obligations, to waive its claim in the Chapter 11
cases, and to receive no distributions under the Plan.  As
consideration, Pharmacia will receive limited releases from and
injunctions against any and all claims relating to Solutia or the
legacy liabilities retained by Solutia.

Monsanto, according to Mr. Henes, has agreed to reasonable
consideration in exchange for its contributions and in
satisfaction of its claim.  Monsanto asserts at least
$825,000,000 in claims against the Debtors' estates, including
(1) $215,900,000 that Monsanto has spent for legacy liabilities
from the Petition Date through May 31, 2007; (2) $179,000,000
that Monsanto estimates it will spend in the future on
environmental and tort liabilities under the Monsanto Settlement;
and (3) $428,700,000 that Monsanto spent to settle the Anniston
litigation.

In satisfaction of its claim and based on its contributions,
Monsanto will receive 20% of Reorganized Solutia's stock, which
Solutia estimates will be worth approximately $240,000,000 at the
mid-point of total enterprise value.  Additionally, consistent
with the proposed allocation of legacy liabilities, Monsanto will
have an administrative claim for all amounts it has spent on (a)
Retained Sites and (b) environmental liabilities in excess of
$50,000,000 at the Shared sites.  Solutia has also agreed to pay
reasonable fees and expenses incurred by Monsanto's professionals
for work related to the Chapter 11 cases, capped at the aggregate
fees of the Creditors Committee's professionals.  Finally,
subject to its assumption of liability relating to certain of the
legacy tort and environmental claims, Monsanto will receive
releases from and injunctions against claims relating to Solutia
or the legacy liabilities retained by Solutia.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the    
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  

The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Bank of New York Balks at Amended Plan
---------------------------------------------------
The Bank of New York, as indenture trustee for the 11.25% senior
secured notes due 2009 issued by Solutia Inc. or its predecessor,
filed a statement with the U.S. Bankruptcy Court for the Southern
District of New York regarding the treatment of Senior Secured
Noteholders' claims under Solutia Inc. and its debtor-affiliates'
Amended Joint Plan of Reorganization.

The Bank relates that for the past three and a half years, the
Debtors and the holders of the Senior Secured Notes have
co-existed in relative peace.

"Now, however, with the prospect of emergence from Chapter 11 on
the horizon, the Debtors, obviously at the behest of certain
constituents, have elected to breach the peace and declare war on
the Senior Secured Noteholders," John K. Cunningham, Esq., at
White & Case LLP, in Miami, Florida, contends.

The Official Committee of Unsecured Creditors has attempted to
suddenly block any payment of the Senior Secured Notes Trustee's
legal fees in contravention of a certain cash collateral order.   
The Debtors have filed an objection to the Senior Secured Notes
Trustee's claim contending that the allowable amount of the claim
does not include the stated principal amount of $223,000,000 set
forth in the Senior Secured Notes, but rather is allegedly
limited to a lesser amount based upon a novel argument of
"amortized original issue discount" in the Senior Secured Notes,
Mr. Cunningham states.

"The Debtors' new theory of allowance, which is totally
unsupported by any existing case law or the Bankruptcy Code, is
that an oversecured creditor who takes an interest bearing note
at par is to be treated differently in bankruptcy than one who
takes a note at a discounted to par, but with a lower interest
rate," Mr. Cunningham tells the Court.

Mr. Cunningham insists that without a resolution of the instant
dispute and a consensual allowance of a claim amount on the
Senior Secured Notes, the First Amended Joint Plan of
Reorganization contains a fundamental incurable defect that
solicitation of the Plan needs to be denied outright.

The Debtors have chosen to treat the claims of the Senior Secured
Noteholders as unimpaired and therefore, not entitled to vote at
any of the estates where their secured claims lie.   
Mr. Cunningham points out that the Debtors' positions with
respect to non-impairment under the Plan are inherently
inconsistent and unsupportable by the facts and law.  Section
1124 of the Bankruptcy Code expressly provides that the Debtors'
failure to reinstate the Senior Secured Notes under the Plan
renders the notes impaired and, thus, entitles the Senior Secured
Noteholders to vote on, and object to, the Plan.

The Disclosure Statement also fails to satisfy Section 1125 in
several material respects with respect to its description of the
Senior Secured Notes Trustee's claim, Mr. Cunningham notes.

Mr. Cunningham asserts that because the Plan will have to be re-
solicited if the Court later agrees that the claims of the Senior
Secured Noteholders are impaired, solicitation of the Plan should
be denied at this time.  In the alternative, to avoid utter and
complete waste, in the event that the Court were otherwise
inclined to approve the disclosure statement, before permitting
solicitation, the Court should determine whether the treatment of
the Senior Secured Noteholders' claims proposed by the Debtors
satisfies the requirements of Section 1124, he adds.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in the    
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured Creditors,
and Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  

The Court is set to consider approval of the Disclosure
Statement describing Solutia's First Amended Reorganization
Plan on July 10, 2007.  The Debtors' exclusive period to file
a plan expires on July 30, 2007.  (Solutia Bankruptcy News,
Issue No. 91; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


STRUCTURED ASSET: S&P Lowers Rating on Class A and B Units to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'B' from 'BB-'.  The ratings remain on CreditWatch, where they
were originally placed with negative implications on Oct. 3, 2006.
     
The rating actions reflect our June 29, 2007, lowering of the
rating on the underlying securities, the 7.25% debentures due
Nov. 15, 2096, issued by Times Mirror Co., to 'B' from 'BB-' and
its continued placement on CreditWatch with negative implications.
     
SATURNS Tribune Co. Debenture-Backed Series 2006-1 is a pass-
through transaction, and its ratings are based solely on the
rating assigned to the underlying collateral, the Times Mirror Co.
7.25% debentures due November 2096.


SWIFT & COMPANY: Moody's Keeps Ratings Under Review
---------------------------------------------------
Moody's Investors Service prospectively assigned a (P)Caa2 rating
to new senior unsecured notes totaling $600 million to be issued
by J&F I Finance Co., which will be a subsidiary of J&F
Participacoes, S.A.  Moody's also prospectively assigned a (P)B3
corporate family rating, a B3 probability of default rating, and a
speculative grade liquidity rating of SGL-2 to New Swift.  The
rating outlook is stable.  The ratings are subject to review of
final documentation and subject to a $500 million equity component
in the approximately $1.46 billion consideration for the
acquisition of Swift.  Should the equity amount be less than $500
million or should any other terms of the transaction change,
Moody's may revise the prospective ratings and/or outlook of New
Swift.

The ratings of the existing Swift & Company remain on review for
possible upgrade pending completion of the acquisition.  When Old
Swift is acquired and its existing debt repaid, ratings will be
withdrawn.

Ratings assigned prospectively with a stable outlook:  

J&F I Finance Co., to be renamed Swift & Company:

-- Corporate family rating at (P)B3

-- Probability of default rating at B3

-- New $200 million senior unsecured guaranteed notes due 2015 at
    (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed toggle notes due
    2015 at (P)Caa2 (LGD5, 81%)

-- New $200 million senior unsecured guaranteed floating rate
    notes due 2014 at (P)Caa2 (LGD5, 81%)

-- Speculative grade liquidity rating at SGL-2

Ratings continuing on review for possible upgrade:

Swift & Company:

-- Corporate family rating at B3
-- Probability of default rating at B3
-- Existing senior unsecured notes at Caa1
-- Existing subordinated notes at Caa1

Swift will be acquired by J&F, a Brazilian company that is the
majority owner of Latin America's largest beef producer, JBS.  JBS
has annual revenues of about $2.1 billion and EBITDA of $304
million.

J&F I Finance Co., which will be a subsidiary of J&F, will issue
$600 million in new senior unsecured notes and will merge into
Swift & Company, currently a subsidiary of Swift Foods Company,
with Swift & Company as the surviving entity.  Swift & Company
will assume the obligations of J&F I Finance under the notes, and
Swift & Company will merge into S&C Holdco, 3 Inc, with S&C
Holdco, 3 Inc. continuing as the surviving entity to be renamed
Swift & Company.

Swift's B3 corporate family rating reflects the company's highly
volatile earnings and cash flow, very high enterprise leverage,
low margins and weak credit metrics, and the continuing
challenging conditions in the volatile US beef industry overall.
New Swift's ratings are supported by its scale as the third
largest beef and pork processor in the US, by Swift's strong
Australian operations, and by the company's solid liquidity.

Moody's analyzes Swift's operations in the context of the Rating
Methodology for Global Natural Product Processors - Protein and
Agriculture.  Using the 22 rating factors cited in this
methodology -- and proforma financials for fiscal 2007 and Moody's
projected financials for 2008 and 2009 -- all proforma for the new
capital structure -- Swift's rating would score at B2, one notch
above its actual rating level.  The company's actual rating
reflects the significant weight that Moody's places on Swift's
currently high leverage and weak credit metrics and on the
possibility of challenges faced by new management with little
experience in the US market.  Moody's view is that Swift has not
yet completely recovered from the challenges of the last few years
that negatively impacted operating results.  Despite the equity
component in the consideration, the reduction in funded debt upon
acquisition is modest; post-acquisition funded debt of $957
million will be only about $200 million less than the current
funded debt at Old Swift of about $1.16 billion.

The stable rating outlook for New Swift reflects Moody's
expectation that -- although earnings will continue to modestly
rebound as beef volumes strengthen in the US and Australia and as
the company is able to realize some of the benefits of recent
operational restructuring moves -- near term improvements in debt
protection measures are likely to be modest.

The SGL-2 rating of New Swift is based on Moody's anticipation
that the company's liquidity over the next twelve months will be
good, with moderate usage of its unrated $700 million senior
secured revolving credit and modest seasonal variations in
internal cash flow generation for a protein company.  Cash flow
available to service debt is projected by Moody's to be breakeven
or slightly negative over the next four quarters as Swift
strengthens its operating performance.  Borrowing base
availability is expected to be ample.  The single covenant in the
revolving credit agreement is not tested unless availability is
less than $75 million; it is not at all likely that availability
will be this low, so it is unlikely that the covenant will be
tested.  Alternative liquidity is limited as assets are
encumbered.

Swift & Company is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (Swift Beef, 59% of consolidated sales for the
first 39 weeks ended February 25, 2007), domestic pork processing
(Swift Pork, 22%) and beef operations in Swift Australia (19%).
Consolidated sales for the twelve months ended Feb. 25, 2007 were
about $9.5 billion.


TIME WARNER: S&P Revises Outlook to Stable from Negative
--------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Littleton, Colorado-based Time Warner Telecom Inc. to stable from
negative.  At the same time, S&P affirmed its ratings on the
company, including the 'B' corporate credit rating.

As of March 31, 2007, the company, a competitive local exchange
carrier, had $1.4 billion of debt outstanding.
      
"The change in outlook reflects our assessment that the company's
net free cash flow will be nearly break-even by year-end, based on
its performance since the acquisition of Xspedius Communications
in late 2006," said Standard & Poor's credit analyst Catherine
Cosentino.  Beyond 2007, S&P expect Time Warner Telecom will be
able to generate improving levels of net free cash flows on a
sustained basis.
     
The ratings on Time Warner Telecom reflect the risks of competing
with larger and stronger incumbents in an industry subject to
increasing price competition.  The company's business plan is also
characterized by high capital expenditure requirements that
continue to significantly limit its ability to generate positive
net free cash flows.  Moreover, Time Warner Telecom is highly
leveraged, at about 5.4x debt to annualized EBITDA on an operating
lease-adjusted basis, including network purchase commitments, for
the first quarter of 2007, and excluding noncash stock
compensation.


TRUEYOU.COM: Dec. 31 Balance Sheet Upside-down by $143.4 Million
----------------------------------------------------------------
TrueYou.Com Inc.'s consolidated balance sheet at Dec. 31, 2006,
showed $47.5 million in total assets and $190.9 million in total
liabilities, resulting in a $143.4 million total stockholders'
deficit.

The company's consolidated balance sheet at Dec. 31, 2006, also
showed strained liquidity with $9.8 million in total current
assets available to pay $58.6 million in total current
liabilities.

TrueYou.Com Inc. reported net income of $44.8 million on revenues
of $7.2 million for the second quarter ended Dec. 30, 2006,
compared with a net loss of $147.9 million on revenues of
$7.6 million for the same period ended Dec. 31, 2005.

Results for the quarter ended Dec. 30, 2006, includes an
unrealized gain on convertible securities of $53.5 million,
reversing an unrealized loss on convertible securities of
$137.7 million for the quarter ended Dec. 31, 2005.  Excluding
these unrealized gains and losses, the company would have reported
a net loss of $8.7 million for the second quarter ended Dec. 30,
2006, versus a net loss of $10.1 million for the second quarter
ended Dec. 31, 2005.

The slight decrease in revenue was primarily due to a $700,000  
decrease in service revenue, comprised of spa and salon services,
and the decrease of medical services of $200,000.  The decrease
was primarily due to the Boca Raton location which has not fully
recovered from the major hurricane which hit in October 2005.  
These decreases were partially offset by wholesale product sales
of $500,000 for the three months ended Dec. 30, 2006, from the
Cosmedicine products sold to Sephora.

Operating expenses were $8.7 million for the three months ended
Dec. 30, 2006, compared to $11.6 million for the three months
ended Dec. 31, 2005, a decrease of $2.9 million.  The decrease of
25.0% was primarily due to due to a $3.3 million decrease in stock
option expense under SFAS No. 123R related primarily to the
remeasurement at Dec. 30, 2006.

Interest expense was $1.7 million for the three months ended
Dec. 30, 2006, compared to $2.0 million for the three months ended
Dec. 31, 2005, a decrease of $300,000.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available for
free at http://researcharchives.com/t/s?2164

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 9, 2007,
Amper, Politziner & Mattia PC, in Edison, New Jersey, expressed
substantial doubt about TrueYou.Com Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended July 1, 2006, and June
30, 2005.  The auditing firm pointed to the company's operating
losses, negative cash flows from operations since inception, and  
working capital deficiency.

                         About TrueYou.Com

TrueYou.Com Inc. (Other OTC: TUYU.PK) -- http://www.trueyou.com/  
-- provides cosmetic surgery, cosmetic dentistry and dermatology,
and salon and spa services together under a single brand.  The
products and services are rendered under various trademarks and
tradenames including: KAAI, KAAI Signature Services, Klinger
Advanced Aesthetics, Cosmedicine, Georgette Klinger, SkinState,
Personal Aesthetics Blueprint, Aesthetic Concierge, Truth is
Beauty, Nth (K Logo) Services and The Place of Possibilities.


TRUMP ENTERTAINMENT: S&P Affirms Corporate Credit Rating at B
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and 'BB-' first-lien senior secured bank loan ratings on
Trump Entertainment Resorts Holdings L.P.
     
Standard & Poor's also raised its rating on TER's second-lien
senior secured notes to 'B' from 'B-' and revised the recovery
rating to '4' from '3', reflecting S&P's expectation for average
(30%-50%) recovery in the event of a payment default.  At the same
time, all ratings were removed from CreditWatch, where they were
placed with developing implications on March 12, 2007.  The rating
outlook is negative.
     
The corporate credit rating affirmation follows the recent
announcement that none of the indications of interest for the
acquisition of TER represent, or have the potential to represent,
a transaction that could be in the best interests of the company
and its shareholders.  "Although TER has indicated that it will
continue to review other strategic options, we no longer believe
that an acquisition by a higher rated entity is likely," said
Standard & Poor's credit analyst Craig Parmelee.  "Although we
have removed our ratings from CreditWatch, our rating outlook is
negative, reflecting our ongoing concern that a leveraging
transaction or other shareholder-friendly initiative is still
possible, albeit less imminent," Mr. Parmelee said.  The negative
outlook also reflects recently weak operating trends.
     
The changes to S&P's second-lien senior secured debt and recovery
ratings are unrelated to the company's announcement or S&P's
current view of TER's credit quality, but rather are driven by
recent revisions to our recovery rating scale and issue level
framework.


TWEETER HOME: $10 Million Schultze Junior DIP Facility Okayed
-------------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to use up to $10,000,000 in postpetition
financing from Schultze Agency Services LLC, as administrative
agent, and Schultze Master Fund Ltd., and Arrow Distressed
Securities Fund, as lenders.

The Debtors said they need the money to pay current obligations
under their $60,000,000 Senior DIP Credit Facility with General
Electric Capital Corp.

New England Audio Co., Inc. and certain debtor-affiliates are
borrowers under the Junior Secured Super-Priority Debtor-in-
Possession Credit Agreement.  Tweeter Home Entertainment Group,
Inc., serves as guarantor.

The Junior DIP Facility will be secured a by a first priority
lien on all equity and other interests held by the Debtors in
Tivoli Audio LLC and second priority perfected liens on all other
property of the Debtors' estates.

The Junior DIP Facility will incur interest at the Index Rate
plus the Applicable Index Margin per annum or, at the election of
the Borrowers, the applicable LIBOR Rate plus the Applicable
LIBOR Margin per annum.  As of the closing date, the applicable
margins are:

    Applicable Index Margin         3.00%
    Applicable LIBOR Margin         4.75%

The Applicable Margins will, commencing August 15, 2007, and on
the 15th day of each calendar month thereafter, increase by 0.25%
until all Obligations have been repaid in full in cash.

The interest rates applicable will be increased by two percentage
points per annum above the rates of interest in an event of
default.

The Junior DIP Liens are subject only to the carve-out for
allowed administrative expenses pursuant to 28 U.S.C. Section
1930(a)(6), and allowed reasonable fees and expenses of
bankruptcy professionals employed by the Debtors and the
Creditors Committee.  If an event of default has not occurred,
the amount of the carve-out will not be limited.  If an event of
default has occurred and is continuing, the amount of the carve-
out will not exceed $500,000.

The Debtors also obtained the Court's permission to pay the
Junior DIP Lenders undisclosed amount of fees and expenses.

The Debtors' obligations under the Junior DIP Facility will
mature on the earlier to occur of:

  -- January 11, 2008;

  -- the effective date of a plan of reorganization for any of
     the Debtors;

  -- the date of consummation of a sale of all of the Debtors'
     assets; and

  -- the occurrence of an event of default.

The Debtors are required under the Junior DIP Facility to
complete an auction of their businesses by July 12, 2007; obtain
Bankruptcy Court approval of the sale transaction by July 13; and
consummate the deal by July 16; otherwise, an event of default
will occur.

The Debtors are also required under the Junior DIP Facility to
retain FTI Consulting as their restructuring advisors until they
have substantially consummated a plan of reorganization.

The Court will convene a hearing July 13, 2007, at 9:00 a.m. to
consider approval of the Junior DIP Facility on a final basis.   
Objections, if any, are due July 10.

The Debtors' authority to obtain loans from the Junior DIP
Lenders will expire July 13 unless a Final Junior DIP Order is
entered by that time.

The Junior DIP Agent and the Junior DIP Lenders are represented
in the Debtors' cases by Robert Jay Moore, Esq., and Fred
Neufeld, Esq., at 601 S. Figueroa St., Suite 3000, in Los
Angeles, California.

A full-text copy of the Junior DIP Credit Agreement is available
at no charge at:

    http://www.bankrupt.com/misc/Tweeter_JrDIPpact.pdf

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


TWEETER HOME: Gets Final Court OK on $60 Million GECC Financing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
authority, on a final basis, to borrow up to $60,000,000 of
postpetition financing from a consortium of lenders arranged
by General Electric Capital Corporation.

The Court also approved a first amendment to the parties' Secured
Superpriority Debtor-in-Possession Credit Facility dated June 26,
2007.  The amendment reflects, among others, the Debtors' entry
into a $10,000,000 Junior DIP Credit Facility with Schultze
Agency Services, LLC, as administrative agent.

The Debtors also obtained permission to pay a $75,000 amendment
fee to GECC.

All objections to the DIP Motion to the extent not withdrawn or
resolved, are overruled.

The DIP Credit Facility will have a $20,000,000 sublimit for
letters of credit.  The Debtors may use the proceeds of the DIP
Loan for working capital and general corporate purposes to the
extent set forth in a budget delivered to the DIP Lenders, and to
pay the cost of administration of the cases.

The DIP Lenders will have first priority senior lien on all of
the Debtors' assets, including the Debtors' interest in Tivoli
Audio LLC.  The liens do not extend to any avoidance actions
under Chapter 5 of the Bankruptcy Code; however, the DIP Lenders
will have a lien on the proceeds of avoidance actions under
Sections 547 and 549.

The DIP Liens are subject only to the carve-out for allowed
administrative expenses pursuant to 28 U.S.C. Section 1930(a)(6),
and allowed reasonable fees and expenses of bankruptcy
professionals employed by the Debtors and the Creditors
Committee; the Prior Permitted Liens; and postpetition liens that
have been approved by the Court in favor of certain consignors of
inventory.  If an event of default has not occurred, the amount
of the carve-out will not be limited.  If an event of default has
occurred and is continuing, the amount of the carve-out will not
exceed $1,900,000.

No portion of the carve-out may be used to litigate, object,
contest or challenge the debt or collateral position of the DIP
Lenders or the Prepetition Secured Lenders.

All DIP Obligations will be immediately due and payable will
cease on the earlier to occur of January 11, 2008; the effective
date of a plan of reorganization for any of the Debtors; and the
date of consummation of a sale of all of the Debtors' assets.

Payments made to the DIP Lenders from the proceeds of the sale of
the Debtors' businesses will be subject to disgorgement in the
event the value of the Debtors' inventory or other personal
property in Texas later becomes insufficient to satisfy any valid
and senior liens of Texas taxing authorities.

Pursuant to the DIP Credit Agreement, the Debtors must consummate
a sale transaction by July 16, 2007.

A full-text copy of the First Amendment to the DIP Credit
Agreement is available at no charge at:

             http://researcharchives.com/t/s?2165

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


VANGUARD CAR: S&P Retains Positive Watch on B+ Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Vanguard Car Rental USA Holdings Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with positive
implications, where they were placed on April 2, 2007.
      
"We expect Vanguard to be acquired in the near future by
Enterprise Rent-A-Car Co. [BBB/Stable/A-2]," said Standard &
Poor's credit analyst Betsy Snyder.  "When the acquisition is
completed, we expect to equalize the corporate credit rating on
Vanguard with the Enterprise rating."
     
Enterprise has already received approval for the acquisition by
the U.S. regulatory authority, and is still awaiting approval by
the Canadian regulatory authority. Ratings on the $975 million
secured credit facility, Vanguard's only rated corporate debt, are
expected to be withdrawn when that facility is paid off at the
time of the acquisition.


VISANT HOLDING: Strategic Review Cues S&P's Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Visant
Holding Corp., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  The CreditWatch listing
follows Visant's announcement that it is reviewing strategic and
capital market alternatives.
     
Visant's financial profile has recently improved due to strong
operating performance and the prepayment of $375 million in bank
indebtedness using proceeds from the sale of its Von Hoffman
educational textbook printing business.  Pro forma for the
prepayment, leverage at March 31, 2007, was about 5x, which is
relatively good for the rating given S&P's view of the business
profile.  The CreditWatch listing reflects our concern that
Visant's review of strategic alternatives may result in a
leveraging transaction.
     
In resolving the CreditWatch listing, S&P will monitor future
developments pertaining to these announcements, and respond when
S&P's are able to better assess any implications to Visant's
credit profile.


WHITING PETROLEUM: Completes Public Offering of 5 Million Shares
----------------------------------------------------------------
Whiting Petroleum Corporation completed its public offering of
5,000,000 shares of common stock at a price of $40.50 per share to
the public.

Whiting received net proceeds of approximately $193.9 million,
after deducting underwriting discounts and commissions and
estimated expenses of the offering.

Whiting used all of the net proceeds to repay a portion of the
debt currently outstanding under its credit agreement.  

Whiting intends 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.

Whiting has granted to the underwriters an option to purchase up
to 750,000 additional shares of common stock at the same price per
share solely to cover overallotments, if any.

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.


* NBKRC Says Consumer Bankruptcies Up in 2007 Second Quarter
------------------------------------------------------------
The National Bankruptcy Research Center has found out that the
second quarter of 2007 marked the fifth consecutive increase in
consumer bankruptcy filings since the first quarter of 2006.

NBKRC's findings indicate that the second quarter 2007 filings
numbered 200,732, an 11.6 percent growth over the first quarter of
2007 and a 40.6 percent growth over the second quarter of 2006.

On an annualized basis, 1 in every 136 households filed bankruptcy
in the second quarter of 2007, as opposed to 1 in every 190
households in the second quarter of 2006.  (Household numbers are
based on 2005 estimates by the US Census.)  The number of Chapter
13 filings in the second quarter of 2007 represents 37.3 percent
of total filings, and Chapter 7 filings represent 62.5 percent.
While the percentage of Chapter 7 filings is still lower than
prior to the general enactment of the Bankruptcy Abuse Prevention
and Consumer Protection Act, Chapter 7 filings grew faster than
all other chapters, increasing by 16.4 percent in the second
quarter, compared to a 4.6 percent increase in Chapter 13 filings.

Chris Lundquist, founder of Lundquist Consulting, Inc. which is
the parent company of NBKRC, stated, "Bankruptcy filings continue
to be lower than historical levels, but the continued increase,
especially in Chapter 7 filings, indicate a slow return towards
these historical levels."

                       Quarterly Growth in
                 Consumer Bankruptcy Filings from
                    Previous Quarter by Region

    Region                   1st Quarter         2nd Quarter
    ------                   -----------         -----------
    Mountain                        4.7%               23.9%
    North Central (East)            9.6%               14.0%
    North Central (West)            7.3%               16.8%
    Northeast                      10.8%               13.4%
    Pacific                        17.9%               16.9%
    South (East)                    5.1%                6.0%
    South (West)                   -1.0%                5.2%

All regions show continued growth in filings in the second quarter
of 2007.  The Mountain region showed the greatest percentage of
growth in filings for quarter two 2007 at 23.9 percent, whereas
the area of least growth was seen in the South (West) at 5.2
percent.  NBKRC notes that the Pacific region showed a smaller
growth in quarter two than in quarter one of 2007.  The largest
volume of second quarter 2007 filings occurred in California at
16,251 filings, followed by Ohio at 13,401 and Georgia at 11,246.

Regional definitions can be found at:

               http://www.nbkrc.com/Regionaldef.aspx/

Bankruptcy trends, statistics and analytics are updated weekly and
available through the National Bankruptcy Research Center, a
product offered by Lundquist Consulting, Inc. to clients on a
subscription basis.

                         About the NBKRC

The National Bankruptcy Research Center -- http://www.NBKRC.com/-
- is the premier resource for bankruptcy research, financial
planning and economic evaluation.  The data and analytics found at
the NBKRC provide subscribers with the most accurate,
comprehensive and timely bankruptcy statistics anywhere in the
industry.  Subscribers include investment banking firms,
securities exchanges, government entities, mortgage brokerages,
analysts, banks, members of the media and online providers of
economic and financial research.

                   About Lundquist Consulting

Lundquist Consulting, Inc. -- http://www.LundquistConsulting.com/
-- founded in 1989, specializes in information engineering.  The
firm brings over seventeen years of expertise in customized data
processing solutions, consulting services and research and
analytics with a strong emphasis in bankruptcy systems and
statistics.  LCI has been working in the financial services and
technology industries since its inception.  Over that time our
principals have served on several industry steering and ad hoc
committees in the areas of financial counseling, risk management,
and technology.  LCI has performed operational studies and worked
with industry executives and government entities on developing new
strategies for process improvement, risk management policy, and
position papers in support of legislation.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:


In Re Kapleye W. Krikorian
   Bankr. D. Mass. Case No. 07-42301
      Chapter 11 Petition filed June 19, 2007
         See http://bankrupt.com/misc/mab07-42301.pdf

In Re Alternative Masonry Solutions, L.L.C.
   Bankr. D. Ariz. Case No. 07-03021
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/azb07-03021.pdf

In Re Jurewicz, Inc.
   Bankr. M.D. Fla. Case No. 07-02725
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/flmb07-02725.pdf

In Re Osceola Sand & Gravel, Inc.
   Bankr. D. Minn. Case No. 07-42197
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/mnb07-42197.pdf

In Re CTW Family, L.L.C.
   Bankr. W.D. N.C. Case No. 07-40364
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/ncwb07-40364.pdf

In Re Advanced II, Inc.
   Bankr. W.D. Pa. Case No. 07-24057
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/pawb07-24057.pdf

In Re Huel Strickland
   Bankr. D. S.C. Case No. 07-03401
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/scb07-03401.pdf


In Re Sherman Buffet Dining, Inc.
   Bankr. S.D. Tex. Case No. 07-34215
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/txsb07-34215.pdf

In Re Richardson Buffet Dining, Inc.
   Bankr. S.D. Tex. Case No. 07-34225
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/txsb07-34225.pdf

In Re Dallas Buffet Dining, Inc.
   Bankr. S.D. Tex. Case No. 07-34236
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/txsb07-34236.pdf

In Re Valencia Restaurant Group, Inc.
   Bankr. S.D. Tex. Case No. 07-34238
      Chapter 11 Petition filed June 27, 2007
         See http://bankrupt.com/misc/txsb07-34238.pdf

In Re Oakwood Lake, L.L.C.
   Bankr. M.D. Fla. Case No. 07-02717
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/flmb07-02717.pdf

In Re Samuel Arnone
   Bankr. W.D. Pa. Case No. 07-24117
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/pawb07-24117.pdf

In Re K.T.C. Oil Enterprises, L.L.C.
   Bankr. N.D. Tex. Case No. 07-32999
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/txnb07-32999.pdf

In Re K.W. Oil Ventures, L.L.C.
   Bankr. N.D. Tex. Case No. 07-33000
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/txnb07-33000.pdf

In Re E.&V. Selarom, Inc.
   Bankr. N.D. Tex. Case No. 07-33001
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/txnb07-33001.pdf

In Re Flett Creek Manor, L.L.C.
   Bankr. W.D. Wash. Case No. 07-42040
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/wawb07-42040.pdf

In Re Quinault Escape, L.L.C.
   Bankr. W.D. Wash. Case No. 07-42041
      Chapter 11 Petition filed June 28, 2007
         See http://bankrupt.com/misc/wawb07-42041.pdf

In Re Best Farms, Inc.
   Bankr. S.D. Ind. Case No. 07-06055
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/insb07-06055.pdf

In Re Jones and Son, Inc.
   Bankr. W.D. Okla. Case No. 07-12268
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/okwb07-12268.pdf

In Re Thomas Jayson
   Bankr. W.D. Pa. Case No. 07-70741
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/pawb07-70741.pdf

In Re Steven Earl Durr
   Bankr. M.D. Tenn. Case No. 07-04539
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/tnmb07-04539.pdf

In Re Clubside, Inc.
   Bankr. W.D. Wash. Case No. 07-42072
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/wawb07-42072.pdf

In Re Keith Edward Washington
   Bankr. W.D. Wash. Case No. 07-42076
      Chapter 11 Petition filed June 29, 2007
         See http://bankrupt.com/misc/wawb07-42076.pdf

In Re Nevio Catarina Trucking, Inc.
   Bankr. D. Mass. Case No. 07-14134
      Chapter 11 Petition filed July 1, 2007
         See http://bankrupt.com/misc/mab07-14134.pdf

In Re Raymond Dean Kitlas
   Bankr. S.D. Calif. Case No. 07-03528
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/casb07-03528.pdf

In Re Smoke American Bar & Grill, L.L.C.
   Bankr. D. Conn. Case No. 07-20888
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/ctb07-20888.pdf

In Re Roger Dean Cassel
   Bankr. N.D. Ga. Case No. 07-11580
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/ganb07-11580.pdf

In Re John C. Maucere
   Bankr. N.D. Ga. Case No. 07-70510
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/ganb07-70510.pdf

In Re DLH Plating, L.L.C.
   Bankr. N.D. Ohio Case No. 07-14972
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/ohnb07-14972.pdf

In Re Mainka Construction, L.L.C.
   Bankr. W.D. Okla. Case No. 07-12298
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/okwb07-12298.pdf

In Re Hartmann Associates, Inc.
   Bankr. W.D. Pa. Case No. 07-24250
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/pawb07-24250.pdf

In Re Brenda Carol Daum
   Bankr. N.D. Tex. Case No. 07-33115
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txnb07-33115.pdf

In Re Comeaux Community Chapel, Inc.
   Bankr. S.D. Tex. Case No. 07-34449
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txsb07-34449.pdf

In Re Meridian Living Center, Inc.
   Bankr. S.D. Tex. Case No. 07-34457
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txsb07-34457.pdf

In Re Meridian Care, Inc.
   Bankr. S.D. Tex. Case No. 07-34467
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txsb07-34467.pdf

In Re Pinnacle Adult Care, Inc.
   Bankr. S.D. Tex. Case No. 07-34491
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txsb07-34491.pdf

In Re Gerardo De La Garza
   Bankr. S.D. Tex. Case No. 07-50146
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txsb07-50146.pdf

In Re Texian Land and Cattle Company, L.L.C.
   Bankr. W.D. Tex. Case No. 07-51605
      Chapter 11 Petition filed July 2, 2007
         See http://bankrupt.com/misc/txwb07-51605.pdf

In Re Scott R. Mueller
   Bankr. N.D. Ill. Case No. 07-71586
      Chapter 11 Petition filed July 3, 2007
         See http://bankrupt.com/misc/ilnb07-71586.pdf

In Re Delores J. Nahar
   Bankr. W.D. Pa. Case No. 07-24269
      Chapter 11 Petition filed July 3, 2007
         See http://bankrupt.com/misc/pawb07-24269.pdf

In Re Kid Biz, L.L.C.
   Bankr. W.D. Pa. Case No. 07-24293
      Chapter 11 Petition filed July 3, 2007
         See http://bankrupt.com/misc/pawb07-24293.pdf

In Re Gina M. Morgan-Sauve
   Bankr. E.D. Wis. Case No. 07-25140
      Chapter 11 Petition filed July 3, 2007
         See http://bankrupt.com/misc/wieb07-25140.pdf

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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.

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