TCR_Public/070720.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, July 20, 2007, Vol. 11, No. 170

                             Headlines

ABITIBI-CONSOLIDATED: Names Proposed Executives of AbitibiBowater
ALLISON TRANSMISSION: Moody's Rates $3.5 Bil. Secured Debt at B1
ALLISON TRANSMISSION: S&P Assigns Corporate Credit Rating at B+
AQUADERBY LLC: Case Summary & Six Largest Unsecured Creditors
BAYOU GROUP: Judge Hardin Rejects Disclosure Statement

BAYSIDE VENTURES: Case Summary & 53 Largest Unsecured Creditors
BOWATER INC: Names Proposed Executives of AbitibiBowater
CAROL KAUFMAN: Voluntary Chapter 11 Case Summary
CLUTCH OPERATING: Moody's Puts Corporate Family Rating at B2
COLLINS & AIKMAN: C&A Automotive Canada Files for CCAA Protection

COMM 2004-RS1: Fitch Affirms Low-B Ratings on Six Note Classes
COOPER-STANDARD: Moody's Affirms B2 Corporate Family Rating
CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings
CWABS ASSET: Moody's Downgrades Ratings on Six Certificates
DAYTON SUPERIOR: S&P Withdraws Ratings on Planned Refinancing

DMW HOMESTEAD: Case Summary & 20 Largest Unsecured Creditors
EIMSKIP HOLDINGS: Moody's Assigns Corporate Family Rating at B3
ENCYSIVE PHARMA: Hires Morgan Stanley to Evaluate Strategic Action
ENRON CORP: Receives $149 Million in Litigation Settlement
GMAC COMMERCIAL: Fitch Affirms Junk Rating on $13.3MM Class FNB-6

GOODYEAR TIRE: Deadline to Convert 4% Senior Notes is September 28
ENTERPRISE GP: Fitch Assigns Issuer Default Rating at BB-
EPCO HOLDINGS: Fitch Places Issuer Default Rating at BB-
GOLDMAN SACHS: S&P Preliminary Rates $16 Mil. Class E Notes at BB
HM RIVERGROUP: Harcourt Deal Cues S&P's Positive CreditWatch

HUSKY ENERGY: Earns $721 Million in Second Quarter Ended June 30
HUSKY ENERGY: Chief Financial Officer Geoff Barlow To Resign
HUSKY ENERGY: Reports Quarterly Dividend of CDN$0.25 Per Share
ISLE OF CAPRI: Virginia McDowell Appointed as President and CEO
JG CONSULTING: Case Summary & Four Largest Unsecured Creditors

JULE HAZOU: Case Summary & 18 Largest Unsecured Creditors
K2 INC: Commences Cash Tender Offer for 7-3/8% Senior Notes
LB-UBS: Fitch Affirms BB- Rating on $2.4MM Class M Certificates
MARICOPA COUNTY: Moody's Downgrades Series 2000 Bonds' Ratings
MICHAEL REDMAN: Case Summary & 19 Largest Unsecured Creditors

MOSHE SHATZKI: Case Summary & Seven Largest Unsecured Creditors
MUELLER ENTERPRISES: Case Summary & 17 Largest Unsecured Creditors
NATIONAL HEALTH: Notes Repayment Cues S&P to Withdraw Ratings
NCO GROUP: Launches Exchange Offers for $365 Million Senior Notes
NORMAN MOULDEN: Case Summary & 18 Largest Unsecured Creditors

NORTH PHOENIX: Voluntary Chapter 11 Case Summary
NYLSTAR INC: Can Use Bear Stearns' Cash Collateral
NYLSTAR INC: Section 341(a) Creditors Meeting Set on August 1
OASYS MOBILE: Files for Chapter 11 Protection in Delaware
OASYS MOBILE: Case Summary & 20 Largest Unsecured Creditors

OMNITECH CONSULTANT: Discloses Resignation of Three Officers
PARAMOUNT RESOURCES: S&P Lifts Corp. Credit Rating to B from CCC+
PAUL SCHWENDENER: Wants Access to LaSalle's Cash Collateral
PAUL SCHWENDENER: Section 341(a) Creditors Meeting Set on Aug. 22
PIERRE FOODS: Posts $4.3 Million Net Loss in Quarter Ended June 2

PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating
RICHARD FLETCHER: Case Summary & Nine Largest Unsecured Creditors
SALOMON BROS: S&P Affirms BB Rating on 1998-AQ1 Class B-2 Certs.
SANITEC INDUSTRIES: Section 341(a) Meeting Scheduled on August 14
SARFRAZ MALIK: Case Summary & 11 Largest Unsecured Creditors

SHAW COMMS: Earnings Down to $91.7 Million in Quarter Ended May 31
SHAW GROUP: Secures $1.29 Billion EPC Contract from Duke Energy
SHEPARD JOHNSON: Case Summary & 17 Largest Unsecured Creditors
SOBEYS INC: Thrifty Foods Deal Cues S&P to Retain Negative Watch
STERICYCLE INC: S&P Withdraws BB+ Rating at Company's Request

STEVE SUTHERLAND: Case Summary & 19 Largest Unsecured Creditors
STONERIDGE INC: Improved Profitability Cues S&P's Positive Outlook
SYMBION INC: S&P Junks Rating on Proposed $175MM PIK Toggle Notes
SYMBOL MERGER: Moody's Assigns Corporate Family Rating at B2
T2 INCOME: S&P Preliminary Rates $12 Million Class E Notes at BB

TERADYNE INC: Earnings Down to $27.7 Mil. in Quarter Ended July 1
THANG VAN LE: Case Summary & 14 Largest Unsecured Creditors
THREE ANGELS: Section 341(a) Creditors Meeting Set for August 7
THREE ANGELS: Wants to Employ Burton & Armstrong as Counsel
TINA WRIGHT: Case Summary & 19 Largest Unsecured Creditors

TPG-AUSTIN PORTFOLIO: Weak Financial Profile Cues S&P's B Rating
TROY COX: Case Summary & 20 Largest Unsecured Creditors
UNITED HERITAGE: Weaver and Tidwell Raises Going Concern Doubt
USA INVESTMENT: To Sell Hotel Zoso and Palm Springs Marquis Villas
WALTER HEIGLE: Voluntary Chapter 11 Case Summary

WEST CORP: June 30 Balance Sheet Upside-Down by $2.1 Billion
WILLIAM FREELOVE: Case Summary & 13 Largest Unsecured Creditors
WILLIAM SANDLIN: Voluntary Chapter 11 Case Summary
WILLIAM SWANSON: Voluntary Chapter 11 Case Summary
ZOHOURI GROUP: South Padre Sale Auction Scheduled for July 24

* Donlin Recano Joins Beard Group in Providing Bankruptcy News

* BOOK REVIEW: Trump: The Saga of America's Most Powerful Real
               Estate Baron

                             *********

ABITIBI-CONSOLIDATED: Names Proposed Executives of AbitibiBowater
-----------------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated disclosed the
proposed executive team to lead AbitibiBowater Inc., pending
approval of the proposed combination and appointment by the board
of AbitibiBowater.

John W. Weaver, currently president and chief executive officer of
Abitibi-Consolidated, will be executive chairman of the new
company, responsible for all corporate functions.  David J.
Paterson, currently chairman, president and chief executive
officer of Bowater, will serve as president and chief executive
officer of AbitibiBowater, with primary responsibility for
operations and sales.

"We're creating a stronger global leader better able to succeed in
a competitive market, and this is the team that will lead that
effort," Mr. Weaver said.  "Our first priority is to deliver at
least $250 million in synergies, which will create significant
value for investors.  We are confident that this executive team
will deliver on the synergy commitment."

"We've chosen a talented group of seasoned professionals with
diverse and impressive backgrounds to lead the new company.  This
team will work across the organization to engage all employees,
collectively building a successful future," Mr. Paterson added.
"The team will work in partnership with our customers to ensure a
dependable source for a range of forest products and best-in-class
customer service.  Furthermore, we believe the new executive team
of a larger combined company will create significant value for our
investors.  We expect to have enhanced financial flexibility,
increased cash flow and a better opportunity to unlock future
value."

AbitibiBowater will be organized into four primary businesses:
North American Newsprint, International, Commercial Printing and
Coated Papers, and Wood Products.  Each business will have bottom-
line responsibility for all aspects of operations and sales.

In addition to Messrs. Weaver and Paterson, AbitibiBowater's
executive team is expected to include nine executives namely:

   * Alain Grandmont, senior vice president, Commercial Printing
     and Coated Papers Business.  Mr. Grandmont is currently
     senior vice president, Commercial Printing Papers, for
     Abitibi-Consolidated.

   * William G. Harvey, senior vice president and chief financial
     officer.  Mr. Harvey is currently Bowater's executive vice
     president and chief financial officer.

   * Yves Laflamme, senior vice president, Wood Products Business.
     Mr. Laflamme is currently Abitibi-Consolidated's senior vice
     president, Woodlands and Sawmills.

   * Jon Melkerson, senior vice president, business and corporate
     development - inclusive of the growing Recycling and Energy
     businesses, well as marketing, strategic planning and
     manufacturing excellence.  Mr. Melkerson is currently
     Abitibi-Consolidated's vice president, international
     newsprint sales.

   * Pierre Rougeau, senior vice president, North American
     Newsprint Business.  Mr. Rougeau is currently Abitibi-
     Consolidated's senior vice president, corporate development
     and chief financial officer.

   * W. Eric Streed, senior vice president for supply chain,
     comprised of information technology, customer service,
     logistics and procurement.  Mr. Streed is currently Bowater's
     executive vice president, operations and process improvement.

   * Thor Thorsteinson, senior vice president, international
     business - inclusive of international newsprint and pulp. Mr.
     Thorsteinson is currently Abitibi-Consolidated's senior vice
     president, newsprint.

   * Jacques P. Vachon, senior vice president, corporate affairs
     and chief legal officer, will have responsibility for
     overseeing the combined company's Legal, communications &
     government affairs, internal audit and environment &
     sustainability functions. Mr. Vachon currently holds a
     similar position within Abitibi-Consolidated.

   * James T. Wright, Senior Vice President, Human Resources. Mr.
     Wright currently holds similar responsibilities at Bowater.

The Institutional Shareholder Services Inc. and Glass Lewis & Co.,
two independent proxy advisory firms, have recommended that
Abitibi-Consolidated shareholders and Bowater stockholders vote in
favor of the proposed combination.

AbitibiBowater will own or operate 32 pulp and paper facilities
and 35 wood product facilities located mainly in Eastern Canada
and the Southeastern U.S.

                     About Bowater Incorporated

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

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.

                          *      *      *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings, including
the long-term corporate credit rating to 'B' from 'B+', on
Abitibi-Consolidated Inc.  The outlook is negative.


ALLISON TRANSMISSION: Moody's Rates $3.5 Bil. Secured Debt at B1
----------------------------------------------------------------
Moody's Investors Service assigned an initial Corporate Family
Rating of B2 to Clutch Operating Company, Inc., an entity formed
to acquire the assets of Allison Transmission from General Motors
Corporation, which will be renamed Allison Transmission, Inc.
following closing of the deal.

At the same time, Allison's $3.5 billion of secured bank debt was
rated B1 (LGD-3-38%) and the company's planned issue of
$1.1 billion of unsecured notes were rated Caa1 (LGD-5, 89%).  The
ratings consider Allison's favorable business profile and strong
operating margins but emphasize the aggressive leverage deployed
in its acquisition financing and resultant thin coverage metrics
and extensive balance sheet intangibles that will be established
from the underlying valuation. Allison enjoys exceptional market
share and robust margins in its focused market of automatic
transmissions for both on-road and off-highway commercial and
military vehicles.

These characteristics could be viewed as consistent with ratings
above the assigned B2 Corporate Family Rating.  However, the
business model involves a high level of financial leverage and
Allison has a certain degree of customer and geographic
concentration and remains exposed to cyclical patterns driven by
both macro-economic factors and emission regulations.  In Moody's
view, these weaknesses suggest an overall credit risk that is more
consistent with the B2 Corporate Family Rating.  The outlook is
stable.

Allison is being acquired by The Carlyle Group and Onex
Corporation from General Motors Corporation in a leveraged
transaction valued at about $5.7 billion.  Bank debt will consist
of a $3.1 billion term loan and a $0.4 billion revolving credit
facility, which is expected to be un-drawn at closing.  The
$1.1 billion of unsecured notes will be issued under Rule 144A but
will not have registration rights.  The notes may be separated
into two pari passu issues; one which would have interest paid in
cash and another with a "PIK-toggle" feature which would provide
the issuer with an option to pay a portion of interest in cash and
the remainder through additional notes or by increasing the amount
of existing notes.

The company's pro forma debt/capital structure will be roughly 73%
debt.  The North American commercial vehicle market is expected to
go through both a significant decline in production in 2007 and a
substantial increase in 2009 in advance of the next stage of
diesel emission regulations.  Moody's would estimate Allison's
initial debt to average EBITDA over the next few years to be in
excess of 7 times, and this high level of leverage is a key rating
constraint.

While the company will face only minor mandatory debt amortization
in the first few years of the transaction, it is expected to
maintain strong operating margins and should generate a modest
amount of free cash flow over this period.  It will have
significant availability under its term revolving credit facility
to address any seasonal working capital requirements or cash flow
deficits that may arise during the near-term downturn in the
industry.

The stable outlook develops from the term nature of the company's
business awards, expectations of moderate free cash flow over the
intermediate period, and sizable external liquidity arrangements.
Increasing adoption rates of automatic transmissions, strong
military orders during the next two years, ongoing aftermarket
demand, and international growth will soften the effect of lower
North American build rates anticipated in 2007.  Allison's
earnings will be sensitive to the direction of specialty steel and
aluminum costs, given the term structure of its pricing
arrangements and the limited extent to which it can hedge metal
costs.

Ratings assigned:

Allison Transmission, Inc.

-- Corporate Family Rating, B2
-- Probability of Default, B2
-- $400 million secured revolving credit, B1 (LGD-3, 38%)
-- $3,100 million secured term loan, B1 (LGD-3, 38%)
-- $1,100 million unsecured notes, Caa1 (LGD-5, 89%)

Both the secured bank debt and the unsecured notes benefit from
up-streamed guarantees from material domestic subsidiaries.  The
bank credit facilities will also have a down-streamed guarantee
from Allison's immediate holding company parent and will be
secured against substantially all of the borrower's domestic
tangible and intangible assets and the pledge of 65% of
shareholding in any material first tier international
subsidiaries.  The B1 rating on the bank debt is the result of an
underlying probability of default of B2 and a loss given default
of LGD-3, 38%.  The latter develops from its priority claims on
assets as well as the effective subordination of $1.1 billion of
unsecured obligations.  The Caa1 rating on the unsecured notes
reflects their junior position in the capital structure and is the
product of the same PDR and a loss given default of LGD-5, 89%.

Allison Transmission, Inc., headquartered in Speedway, Indiana,
designs and manufactures automatic transmissions for commercial
and military vehicles.  Revenues in 2006 were roughly
$2.4 billion.


ALLISON TRANSMISSION: S&P Assigns Corporate Credit Rating at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Indianapolis, Indiana-based Allison Transmission
Inc., a commercial vehicle transmission manufacturer that is being
acquired from General Motors Corp. (B/Negative/B-3) in a leveraged
buyout by The Carlyle Group and Onex Corp.  The outlook is stable.

Standard & Poor's also assigned its 'BB-' bank loan rating and '2'
recovery ratings to the company's proposed $400 million revolving
credit facility and $3.1 billion first-lien senior secured term
loan.  The '2' recovery rating indicates expectation of
substantial (70%-90%) recovery in the event of a default.

In addition, S&P assigned a 'B-' rating to the company's proposed
$1.1 billion senior unsecured notes.

"The ratings reflect Allison's highly leveraged financial profile
following the proposed acquisition, which more than offsets the
company's end-market diversity, leading market shares, and good
profitability as a leading supplier of automatic transmissions,"
said Standard & Poor's credit analyst Gregg Lemos-Stein.  Still,
the business risk profile is considered weak, reflecting the
cyclicality, high fixed costs, customer concentration, and raw-
material price sensitivity of the commercial vehicle supplier
business.

Allison had 2006 revenues of $2.4 billion, with about 54% of the
total coming from sales of automatic transmissions for new North
American commercial trucks, buses, and motor homes.  Demand in
these various segments is cyclical, driven by a number of factors,
including the economy and regulatory changes.  Heavy-truck sales
in North America will be down sharply in 2007 as recent changes in
emissions standards will create significant demand swings from
cyclical peak to trough.

Allison's business risk profile benefits from strong market
shares, which are supported by long-standing relationships with
its customers, many of whom enter multiyear exclusive supply
arrangements.  Another positive is the trend toward automatic
transmissions in the North American commercial market, where
nearly all school buses and motor homes and a growing percentage
of medium- and heavy-duty trucks have automatic transmissions.
One exception is the class 8 line-haul truck market, which relies
almost exclusively on manual transmissions; however, Allison does
target fleets that use class 8 trucks for shorter distances or
within metro areas.


AQUADERBY LLC: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AquaDerby, LLC
        1133 N Rainbow Drive
        Derby, KS 67037

Bankruptcy Case No.: 07-11711

Chapter 11 Petition Date: July 18, 2007

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: William H. Zimmerman, Jr., Esq.
                  Case, Moses, Zimmerman & Wilson PA
                  900 Olive Garvey Building
                  200 West Douglas
                  Wichita, KS 67202
                  Tel: (316) 303-0100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of Six Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Sedgwick County Treasurer      Real Estate Taxes         $36,361
P.O. Box 2961
Wichita, KS 67201-2961         Personal Property          $1,995
                               Taxes

Kansas Department of Revenue   State Sales Tax            $9,000
915 Southwest
Harrison Street
Topeka, KS 66625-2001

Internal Revenue Service       941 Taxes                  $8,000
271 West 3rd Street
North Suite 3000
Wichita, KS 67202

American Express               Miscellaneous              $7,000

Cheney Door Company            Service                      $618

Reddi Root'r                   Repair                       $400


BAYOU GROUP: Judge Hardin Rejects Disclosure Statement
------------------------------------------------------
The Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
Southern District of New York rejected Bayou Group LLC and its
debtor-affiliates' Amended Disclosure Statement explaining its
Modified Chapter 11 Plan of Liquidation, Bill Rochelle of
Bloomberg News reports.

The plan, which Judge Hardin says is untimely, provides for a
proposed settlement, demanding former investors to return money
received before the company filed for bankruptcy, and redistribute
it equally, Bloomberg relates.

According to the report, investors opposed the plan citing that it
was filed in bad faith.

Judge Hardin decreed that fraudulent conveyance lawsuits, which
Bayou's receiver filed against the investors, should continue,
according to Bloomberg.

Based in Chicago, Illinois, Bayou Group, LLC, operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BAYSIDE VENTURES: Case Summary & 53 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayside Ventures, LLC
        aka Bayside Ventures I, LLC
        1000 South Federal Highway, Suite 200
        Fort Lauderdale, FL 33316

Bankruptcy Case No.: 07-15612

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                             Case No.
      ------                             --------
      Bayside Ventures II, LLC           07-15614
      Bayside Ventures III, LLC          07-15616
      Bayside Ventures IV, LLC           07-15617

Chapter 11 Petition Date: July 18, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtors' Counsel: Charles W. Throckmorton, Esq.
                  Kozyak Tropin & Throckmorton, P.A.
                  2525 Ponce De Leon Boulevard, 9th Floor
                  Miami, FL 33134
                  Tel: (305) 377-0655
                  Fax: (305) 372-1800

                                Total Assets   Total Debts
                                ------------   -----------
   Bayside Ventures, LLC        $2,236,954     $87,010
   Bayside Ventures II, LLC     $1,466,235     $1,262,860
   Bayside Ventures III, LLC    $1,064,276     $3,448,818
   Bayside Ventures IV, LLC     $3,536,489     $12,281,473

A. Bayside Ventures, LLC's List of its Four Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
T.W. Hard Jr., M.D. & Associates               $60,000
FBO Robert Landman
6066 Melita Road
Santa Rosa, CA 95409

Mel Korey Trust                                $53,810
4725 North Scottsdale Road, Suite 215
Scottsdale, AZ 85251

Richard Silverman                              $25,000
55 West Delaware Place
Apartment No. 1002
Chicago, IL 60610

Stephen & Harlene Korey Living Trust            $8,200

B. Bayside Ventures II, LLC's List of its 13 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Peter & Debra Benman                          $150,000
332 South Michigan Avenue, Suite 1000
Chicago, IL 60804

Stephen & Harlene Korey Living Trust          $141,430
4725 North Scottsdale Road, Suite 215
Scottsdale, AZ 85251

Mel Korey Trust                               $141,430
4725 North Scottsdale Road, Suite 215
Scottsdale, AZ 85251

R.P. Leta Overholt                            $125,000

Michael Podolsky                              $100,000

Sharon Dreeben                                $100,000

Sheldon F. Food Rev. Trust                    $100,000

Gerald Becker, June & Jeffrey Becker           $90,000

Colleen Coughlin                               $75,000

Sandford Zimmerman                             $75,000

Tim & Lauire Carroll                           $50,000

Leta Gold SEP IRA                              $50,000

Allene E. Landman                              $25,000

C. Bayside Ventures III, LLC's List of its 19 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
William Kulp                                $1,350,000
1904 Larrabee Street
Chicago, IL 60014

David Schorvitz                               $308,336
3 Cherrywood
Riverwood, IL 60015

David Schorvitz, LLC                          $231,664
Defined Benefit Pension Plan
3 Cherrywood
Riverwood, IL 60015

Neil & Rose Widet                             $200,000

Emherst Emergency Medical Serv. Ltd.          $150,000

Mel Korey Trust                               $113,400

Stephen & Harlene Korey Living Trust          $113,400

Sheldon F. Good Revocable Trust               $100,000

Michael & Jane Suwalski                       $100,000

FGMK Investments, LLC                         $100,000

FGMK Inv., LLC, Employees 401K                $100,000

Jennifer Lewis - IRA                          $100,000

Seth Korey                                     $96,000

Alejandro Berstein                             $79,600

Sidney & Sharon Stern                          $75,600

Steve Stone                                    $75,600

Eric B. Schorvitz                              $55,218

James Claffey                                  $50,000

Lynn Lewis                                     $50,000

D. Bayside Ventures IV, LLC's List of its 17 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Richard W. Stevenson                        $2,500,000
95 Woodley Road
Wennetka, IL 60093

Steve Stone                                 $1,109,075
9261 North 128 Way
Scottsdale, AZ 85259

Mel Korey Trust                             $1,050,040
4725 North Scottsdale Road, Suite 215
Scottsdale, AZ 85251

Edgewood Fund I, L.P.                       $1,030,000
10 South Riverside Plaza, Suite 2220
Chicago, IL 60606

Thomas and Mary Goodridge                     $500,000
401 Woodley Woods Road
Winnetka, IL 60093

Jerrilyn M. Hoffman Revocable Trust           $500,000
10 South Riverside Plaza, Suite 220
Chicago, IL 60606

Delaware Charter Guarantee & Trust            $359,000
Peter J. Berman, SEP-IRA
350 North Clark Street
Chicago, IL 60610
Robert Conrads                                $350,000
38 Meadow Wood Drive
Greenwich, CT 06830

Alejandro Berenstein                          $300,000
1725 York Avenue, Apartment 22-F
New York, NY 10028

Jill Estep Retirement Plan                    $300,000
2225 East Mountain View Road
Phoenix, AZ 85028

SEP-IRA of Dr. Sharon Deebren                 $250,000
331 Sea Ridge Drive
La Jolla, CA 92037

Steve Korey                                   $250,000
4725 North Scottsdale Road, Suite 215
Scottsdale, AZ 85251

Farrel Freidman                               $250,000
P.O. Box 13200
Chicago, IL 60613

American Consumer, Inc.                       $248,108

Fred and Lynn Brody                           $200,000

Phillip Yalowitz-IRA                          $150,000

Rosenburg Family Trust                        $150,000

WF Kulp, Inc. Profit Sharing Plan             $150,000


BOWATER INC: Names Proposed Executives of AbitibiBowater
--------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated disclosed the
proposed executive team to lead AbitibiBowater Inc., pending
approval of the proposed combination and appointment by the board
of AbitibiBowater.

John W. Weaver, currently president and chief executive officer of
Abitibi-Consolidated, will be executive chairman of the new
company, responsible for all corporate functions.  David J.
Paterson, currently chairman, president and chief executive
officer of Bowater, will serve as president and chief executive
officer of AbitibiBowater, with primary responsibility for
operations and sales.

"We're creating a stronger global leader better able to succeed in
a competitive market, and this is the team that will lead that
effort," Mr. Weaver said.  "Our first priority is to deliver at
least $250 million in synergies, which will create significant
value for investors.  We are confident that this executive team
will deliver on the synergy commitment."

"We've chosen a talented group of seasoned professionals with
diverse and impressive backgrounds to lead the new company.  This
team will work across the organization to engage all employees,
collectively building a successful future," Mr. Paterson added.
"The team will work in partnership with our customers to ensure a
dependable source for a range of forest products and best-in-class
customer service.  Furthermore, we believe the new executive team
of a larger combined company will create significant value for our
investors.  We expect to have enhanced financial flexibility,
increased cash flow and a better opportunity to unlock future
value."

AbitibiBowater will be organized into four primary businesses:
North American Newsprint, International, Commercial Printing and
Coated Papers, and Wood Products.  Each business will have bottom-
line responsibility for all aspects of operations and sales.

In addition to Messrs. Weaver and Paterson, AbitibiBowater's
executive team is expected to include nine executives namely:

   * Alain Grandmont, senior vice president, Commercial Printing
     and Coated Papers Business.  Mr. Grandmont is currently
     senior vice president, Commercial Printing Papers, for
     Abitibi-Consolidated.

   * William G. Harvey, senior vice president and chief financial
     officer.  Mr. Harvey is currently Bowater's executive vice
     president and chief financial officer.

   * Yves Laflamme, senior vice president, Wood Products Business.
     Mr. Laflamme is currently Abitibi-Consolidated's senior vice
     president, Woodlands and Sawmills.

   * Jon Melkerson, senior vice president, business and corporate
     development - inclusive of the growing Recycling and Energy
     businesses, well as marketing, strategic planning and
     manufacturing excellence.  Mr. Melkerson is currently
     Abitibi-Consolidated's vice president, international
     newsprint sales.

   * Pierre Rougeau, senior vice president, North American
     Newsprint Business.  Mr. Rougeau is currently Abitibi-
     Consolidated's senior vice president, corporate development
     and chief financial officer.

   * W. Eric Streed, senior vice president for supply chain,
     comprised of information technology, customer service,
     logistics and procurement.  Mr. Streed is currently Bowater's
     executive vice president, operations and process improvement.

   * Thor Thorsteinson, senior vice president, international
     business - inclusive of international newsprint and pulp. Mr.
     Thorsteinson is currently Abitibi-Consolidated's senior vice
     president, newsprint.

   * Jacques P. Vachon, senior vice president, corporate affairs
     and chief legal officer, will have responsibility for
     overseeing the combined company's Legal, communications &
     government affairs, internal audit and environment &
     sustainability functions. Mr. Vachon currently holds a
     similar position within Abitibi-Consolidated.

   * James T. Wright, Senior Vice President, Human Resources. Mr.
     Wright currently holds similar responsibilities at Bowater.

The Institutional Shareholder Services Inc. and Glass Lewis & Co.,
two independent proxy advisory firms, have recommended that
Abitibi-Consolidated shareholders and Bowater stockholders vote in
favor of the proposed combination.

AbitibiBowater will own or operate 32 pulp and paper facilities
and 35 wood product facilities located mainly in Eastern Canada
and the Southeastern U.S.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.

                     About Bowater Incorporated

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

                          *      *      *

xAs reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Bowater Inc., including its corporate credit rating, to 'B' from
'B+'.  The outlook is negative.


CAROL KAUFMAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Carol Kaufman
        1221 Old Princeton Road
        New Castle, PA 16101-6246

Bankruptcy Case No.: 07-24565

Chapter 11 Petition Date: July 18, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Gary H. Simone, Esq.
                  Rishor Simone
                  Suite 208, 101 East Diamond Street
                  Butler, PA 16001
                  Tel: (724) 283-7215
                  Fax: (724) 283-0229

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


CLUTCH OPERATING: Moody's Puts Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned an initial Corporate Family
Rating of B2 to Clutch Operating Company, Inc., an entity formed
to acquire the assets of Allison Transmission from General Motors
Corporation, which will be renamed Allison Transmission, Inc.
following closing of the deal.

At the same time, Allison's $3.5 billion of secured bank debt was
rated B1 (LGD-3-38%) and the company's planned issue of
$1.1 billion of unsecured notes were rated Caa1 (LGD-5, 89%).  The
ratings consider Allison's favorable business profile and strong
operating margins but emphasize the aggressive leverage deployed
in its acquisition financing and resultant thin coverage metrics
and extensive balance sheet intangibles that will be established
from the underlying valuation. Allison enjoys exceptional market
share and robust margins in its focused market of automatic
transmissions for both on-road and off-highway commercial and
military vehicles.

These characteristics could be viewed as consistent with ratings
above the assigned B2 Corporate Family Rating.  However, the
business model involves a high level of financial leverage and
Allison has a certain degree of customer and geographic
concentration and remains exposed to cyclical patterns driven by
both macro-economic factors and emission regulations.  In Moody's
view, these weaknesses suggest an overall credit risk that is more
consistent with the B2 Corporate Family Rating.  The outlook is
stable.

Allison is being acquired by The Carlyle Group and Onex
Corporation from General Motors Corporation in a leveraged
transaction valued at about $5.7 billion.  Bank debt will consist
of a $3.1 billion term loan and a $0.4 billion revolving credit
facility, which is expected to be un-drawn at closing.  The
$1.1 billion of unsecured notes will be issued under Rule 144A but
will not have registration rights.  The notes may be separated
into two pari passu issues; one which would have interest paid in
cash and another with a "PIK-toggle" feature which would provide
the issuer with an option to pay a portion of interest in cash and
the remainder through additional notes or by increasing the amount
of existing notes.

The company's pro forma debt/capital structure will be roughly 73%
debt.  The North American commercial vehicle market is expected to
go through both a significant decline in production in 2007 and a
substantial increase in 2009 in advance of the next stage of
diesel emission regulations.  Moody's would estimate Allison's
initial debt to average EBITDA over the next few years to be in
excess of 7 times, and this high level of leverage is a key rating
constraint.

While the company will face only minor mandatory debt amortization
in the first few years of the transaction, it is expected to
maintain strong operating margins and should generate a modest
amount of free cash flow over this period.  It will have
significant availability under its term revolving credit facility
to address any seasonal working capital requirements or cash flow
deficits that may arise during the near-term downturn in the
industry.

The stable outlook develops from the term nature of the company's
business awards, expectations of moderate free cash flow over the
intermediate period, and sizable external liquidity arrangements.
Increasing adoption rates of automatic transmissions, strong
military orders during the next two years, ongoing aftermarket
demand, and international growth will soften the effect of lower
North American build rates anticipated in 2007.  Allison's
earnings will be sensitive to the direction of specialty steel and
aluminum costs, given the term structure of its pricing
arrangements and the limited extent to which it can hedge metal
costs.

Ratings assigned:

Allison Transmission, Inc.

-- Corporate Family Rating, B2
-- Probability of Default, B2
-- $400 million secured revolving credit, B1 (LGD-3, 38%)
-- $3,100 million secured term loan, B1 (LGD-3, 38%)
-- $1,100 million unsecured notes, Caa1 (LGD-5, 89%)

Both the secured bank debt and the unsecured notes benefit from
up-streamed guarantees from material domestic subsidiaries.  The
bank credit facilities will also have a down-streamed guarantee
from Allison's immediate holding company parent and will be
secured against substantially all of the borrower's domestic
tangible and intangible assets and the pledge of 65% of
shareholding in any material first tier international
subsidiaries.  The B1 rating on the bank debt is the result of an
underlying probability of default of B2 and a loss given default
of LGD-3, 38%.  The latter develops from its priority claims on
assets as well as the effective subordination of $1.1 billion of
unsecured obligations.  The Caa1 rating on the unsecured notes
reflects their junior position in the capital structure and is the
product of the same PDR and a loss given default of LGD-5, 89%.

Allison Transmission, Inc., headquartered in Speedway, Indiana,
designs and manufactures automatic transmissions for commercial
and military vehicles.  Revenues in 2006 were roughly
$2.4 billion.


COLLINS & AIKMAN: C&A Automotive Canada Files for CCAA Protection
-----------------------------------------------------------------
Collins & Aikman Corporation disclosed Thursday that Collins &
Aikman Automotive Canada Inc. applied for creditor protection
under the Companies' Creditors Arrangement Act (Canada) in the
Ontario Superior Court of Justice.

The CCAA filing for Collins & Aikman's Canadian Plastics
operations is a necessary step in completing its restructuring
efforts.

"This CCAA filing will allow the company to complete any potential
sale transactions involving our Canadian Plastics operations,"
said John Boken, Collins & Aikman's Chief Restructuring Officer.
"Similar to our previous filing involving our Soft Trim
operations, we expect to work closely with our customers,
suppliers and employees, as well as the US and Canadian courts to
complete our restructuring efforts."

In connection with the filing, Collins & Aikman sought and
obtained orders staying creditors and other third parties from
terminating agreements with the companies or otherwise taking
enforcement steps.

Collins & Aikman's Canadian Plastics entities will continue
operations in the ordinary course during the CCAA proceedings
under the leadership of their existing management team.  The
Company has arranged for DIP financing that will provide the
necessary funding during the CCAA proceedings.  Ernst & Young Inc.
was appointed by the Court as the Monitor in the CCAA proceedings.

                     About Collins & Aikman

Headquartered in Troy, Mich., Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich.
Case No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, represents C&A in its restructuring.  Lazard Freres & Co.,
LLC, provides the Debtors with investment banking services.
Michael S. Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors
Committee.  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.

On Aug. 30, 2006, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Dec. 22, 2006, they filed an Amended
Joint Chapter 11 Plan.  The Court approved the adequacy of the
Amended Disclosure Statement.

As reported in the Troubled Company Reporter on July 16, 2007, the
Court confirmed the Debtors' Amended Joint Plan of Liquidation.


COMM 2004-RS1: Fitch Affirms Low-B Ratings on Six Note Classes
--------------------------------------------------------------
Fitch affirms all classes of notes issued by COMM 2004-RS1.  These
affirmations are the result of Fitch's annual review process and
are effective immediately:

  -- $220,354,069.96 class A at 'AAA';
  -- Interest only classes XP, IO-1, IO-2 at 'AAA';
  -- $39,020,000 class B1 at 'AA';
  -- $41,298,000 class B2 at 'AA';
  -- $13,386,000 class C at 'AA-';
  -- $12,955,000 class D at 'A';
  -- $4,318,000 class E at 'A-';
  -- $3,023,000 class F at 'BBB+';
  -- $2,056,000 class G at 'BBB-';
  -- $2,176,000 class H at 'BB+';
  -- $725,000 class J at 'BB';
  -- $1,313,000 class K at 'BB-';
  -- $1,520,000 class L at 'B+';
  -- $622,000 class M at 'B';
  -- $2,384,528.47 class N at 'B-'.

COMM 2004-RS1 Ltd is a static CMBS re-securitization which closed
Nov. 4, 2004.  The collateral of the deal was selected by Deutsche
Bank.  The proceeds from the issuance are directly or indirectly
secured by a static portfolio consisting of all or a portion of 25
fixed-rate subordinated classes from 13 commercial mortgage-backed
securities transactions.  The portfolio is currently composed of
CMBS (24.7%) and CMBS re-real estate investment mortgage conduit
(Re-REMIC) certificates (75.3%).

These affirmations are the result of stable collateral
performance.  Since Fitch's last review, the WARF on the
collateral has slightly worsened to 2.61 ('A-'/'BBB+') from 2.46
('A-'/'BBB+').  The collateral had a Fitch WARF of 2.46 ('A-
'/'BBB+') at close.  The largest underlying CMBS transaction is
Marquee 2004-1 Ltd., which is a repackaging of a senior
certificate, evidencing an ownership interest in the two classes
of CMCMT 1998-C1, representing 75.3% of COMM 2004-RS1.  CMCMT
1998-C1 is directly backed by 19 CMBS trusts issued between 1995
and 1998.  The two classes of CMCMT 1998-C1 (class D1 and D2
notes) have a current subordination level of 38.53%.  Fitch does
not explicitly rate this transaction.

The ratings of the classes A, B-1, and B-2 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 classes D, E, F, G, H, J, K, L, M, and N 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.  The ratings of the classes XP and IO notes only
address the likelihood of receiving interest payments while
principal on the related certificates remains outstanding.


COOPER-STANDARD: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default Ratings of Cooper-Standard Automotive Inc.
and its wholly-owned Canadian subsidiary Cooper-Standard
Automotive Canada Limited.

Moody's also assigned a Ba2 rating to Cooper-Standard's
incremental senior secured term loan which will be used to finance
a portion of the announced acquisition of the Metzeler Automotive
Profile Systems sealing systems operations from Automotive Sealing
Systems S.A for $134 million.  MAPS operations are located in
Germany, Italy, Poland and Belgium, including joint venture
interests in India and China.

The financing for the transaction will consist of a USD$
equivalent 87 million incremental term loan, drawings under an
amended revolving credit facility, and a $30 million equity
infusion from Cooper-Standard's equity sponsors.  In a related
action Moody's raised the ratings of the existing senior secured
bank credit facilities to Ba2 from Ba3, affirmed the B3 rating on
the guaranteed senior unsecured notes, and affirmed the Caa1
rating on the guaranteed senior subordinated notes.  The
Speculative Grade Liquidity rating was raised to SGL-2.  The
ratings outlook was changed to stable from negative.

The ratings reflect the expected neutral immediate impact on
Cooper-Standard's credit metrics resulting from the acquisition's
purchase price along with the equity infusion.  The acquisition
will further increase Cooper-Standard's geographic and customer
diversity, and further strengthen the company's sealing systems
capabilities.  Synergies are expected to be nominal as a result of
minimal overlapping operations and customers in the MAPS'
operating region.

The ratings also reflect the company's pro forma high leverage,
moderate interest coverage, and acquisitive nature.  Following the
transaction Cooper-Standard will continue to have about 54%
revenue exposure to the Big-3 and have to contend with agreed upon
price concessions to OEM customers and high raw material cost.

The stable outlook reflects Cooper-Standard's demonstrated ability
to maintain credit metrics consistent with a B2 rating subsequent
to the acquisition of ITT's Fluid Handling Systems Division in the
first quarter of 2006 and the expectation that this ability will
continue following the MAPS acquisition.  The equity infusion from
the company's sponsors mitigates the acquisition's impact on
credit metrics.

Cooper-Standard may experience additional industry pressure from
negotiated price concessions, raw material costs, and market share
challenges of its OEM customers.  However, the company's ongoing
restructuring efforts, and integration history, should lessen the
impact of these challenges.  The acquisition provides further
business diversification both geographically and on a customer
basis which are stabilizing factors.


The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation that the company will maintain good liquidity over the
next 12 months from internal cash generation, cash on hand, and
availability under committed borrowing facilities.  The amended
bank credit facilities will eliminate the interest coverage
financial covenant and amend the leverage covenant to a senior
secured leverage test which will incorporate sufficient cushion
over the next 12 months.

The assigned rating is:

-- Ba2 (LDG2, 21%) rating for the new add-on USD87MM equivalent
    senior secured term loan at Cooper-Standard

The raised ratings are:

-- senior secured credit agreement for borrowers Cooper-Standard
    and Cooper-Standard Canada to Ba2 (LGD2, 21%) from Ba3 (LDG2,
    24%), consisting of:

-- guaranteed senior secured revolving credit (US$ denominated)
    at Cooper-Standard, due December 2010;

-- guaranteed senior secured revolving credit (US$ or CND$
    denominated) at Cooper-Standard Canada, due December 2010;

-- guaranteed senior secured term loan A (CND$ denominated) at
    Cooper-Standard Canada, due December 2010;

-- guaranteed senior secured term loan B (US$ denominated) at
    Cooper-Standard Canada, maturing December 2011;

-- guaranteed senior secured term loan C (US$ denominated) at
    Cooper-Standard, maturing December 2011;

-- guaranteed senior secured term loan D (US$ and Euro
    denominated) at Cooper-Standard, maturing December 2011;

-- Speculative Grade Liquidity rating of Cooper-Standard to SGL-2
     from SGL-3

These ratings were affirmed:

-- B3 (LGD4 60%) for the guaranteed senior unsecured notes
    maturing December 2012;

-- Caa1(LGD5 86%) for the guaranteed senior subordinated
    unsecured notes maturing December 2014

-- B2 Corporate Family Rating

-- B2 Probability of Default Rating

The last rating action was on Sept. 22, 2006 when the LGD
methodology was applied.

For the LTM period ending March 31, 2007, Cooper-Standard's
EBIT/interest expense was approximately 1.1x.  Total Debt/EBITDA
was approximately 4.8x.  Cooper-Standard had positive free cash
flow of $105 million for the LTM period ending March 31, 2007.  At
March 31, 2007 the company had $51 million of cash on its balance
sheet and an additional $109 million of borrowing capacity under
its revolving credit facility, net of letters of credit.

Pro Forma for the MAPS transaction, Debt/EBITDA and EBIT/Interest
levels as the accretive purchase price multiple and equity
infusion is offset by increased debt and the additional pension
liabilities assumed.  Availability under the revolving credit is
expected to decrease by about $23 million due to funding of the
MAPS transaction.  However, these amounts are expected to be
repaid in the near term given the company free cash flow
generation capacity.

Future events that could improve Cooper-Standard's outlook or
ratings include the realization of incremental new business awards
from both domestic transplants and foreign OEMs that will serve to
diversify and globalize the customer base, rising average content
per vehicle, stabilized raw material costs resulting in increased
margins, and permanent debt reduction at a faster pace than
projected.  Consideration for an improved outlook or rating
upgrade could arise if any combination of these factors were to
reduce leverage consistently under 4x or increase EBIT/interest
coverage approaching 2x.

Future events that could result in pressure on Cooper-Standard's
outlook or ratings include material reductions in OEM production
volumes that adversely affect the company's business outlook, a
failure by the company to realize material lean manufacturing and
restructuring savings sufficient to offset customer price
concessions and other operating cost increases, rising raw
materials prices which cannot be offset by customer surcharges and
price increases, lost market share, insufficient availability
under the revolving credit facility, additional announcements of a
material acquisition, or plans for buybacks of common stock or a
dividend payment to the common shareholders.  Consideration for
lower ratings could arise if any combination of these factors were
to increase leverage over 5.5x, or lower existing EBIT/interest.

Cooper-Standard Automotive, Inc., headquartered in Novi, Michigan,
is a portfolio company of The Cypress Group and Goldman Sachs
Capital Partners.  It is a leading global manufacturer of fluid
handling systems (about 53% of revenues); and body sealing, and
noise, vibration, and harshness control systems (about 47%) for
automotive vehicles.  The company sells about 80% of its products
directly to automotive original equipment manufacturers.  Annual
revenues currently about $2.2 billion.


CREDIT SUISSE: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch affirms Credit Suisse Commercial Mortgage Trust, commercial
mortgage pass-through certificates as:

  -- $78,516,961 class A-1 'AAA';
  -- $235,000,000 class A-2 'AAA';
  -- $336,916,000 class A-3 'AAA';
  -- $155,000,000 class A-AB 'AAA';
  -- $698,000,000 class A-4 'AAA';
  -- $576,577,000 class A-1-A 'AAA';
  -- $300,356,000 class A-M 'AAA';
  -- $236,531,000 class A-J 'AAA';
  -- $3,003,562,222 class A-X 'AAA';
  -- $125,306,365 class A-Y 'AAA';
  -- $18,772,000 class B 'AA+';
  -- $37,545,000 class C 'AA';
  -- $33,790,000 class D 'AA-';
  -- $22,526,000 class E 'A+';
  -- $33,790,000 class F 'A';
  -- $30,036,000 class G 'A-';
  -- $33,790,000 class H 'BBB+';
  -- $30,036,000 class J 'BBB';
  -- $37,544,000 class K 'BBB-';
  -- $15,018,000 class L 'BB+';
  -- $11,263,000 class M 'BB';
  -- $11,264,000 class N 'BB-';
  -- $3,754,000 class O 'B+';
  -- $3,755,000 class P 'B';
  -- $7,509,000 class Q 'B-';
  -- $33,790,222 class S 'NR';
  -- $1,870,000 class CCA 'NR'.

Classes S and CCA are not rated by Fitch.

The affirmations are due to the pool's stable performance since
issuance.  As of the July 2007 distribution report, the
transaction has paid down 1% to $2.98 billion from $3.00 billion
at issuance.  There are no delinquent or specially serviced loans.

Three loans maintain their investment grade credit assessments:
230 Park Avenue (9.4%), Saint Louis Galleria (5.9%) and NEI
Portfolio (2.3%). 230 Park Avenue, also know as the Helmsley
Building, is a 1.2 million square foot (sf), 34-story office tower
located in midtown Manhattan in New York City.  Occupancy as of
April 2007 was 93.4%, up from issuance occupancy of 89%.  Year-end
2006 servicer reported debt service coverage ratio on net
operating income was 1.73 times compared to 1.45x at issuance

The second largest credit assessed loan is the Saint Louis
Galleria, a 1.2 million sf regional mall located in St. Louis, MO.
Current major anchors are Dillards, Famous Barr and Lord & Taylor;
major tenants are Mark Shale, Galleria 6 Cinemas, Limited and
Express.  YE2006 servicer reported DSCR on NOI was 1.99x compared
to 1.91x at issuance.  Additionally, YE2006 occupancy was 98%,
stable since issuance.

The NEI Portfolio is comprised of 26 office, retail and
multifamily properties located primarily in California with some
properties in Connecticut, Florida, Virginia, Arizona, Texas and
Oregon.  The note is a $70 million 10-year interest only loan that
matures on December 1, 2015.


CWABS ASSET: Moody's Downgrades Ratings on Six Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded six certificates of three
deals issued by CWABS Asset-Backed Securities Trust.

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

The complete rating actions are:

Issuer: CWABS Asset-Backed Securities Trust

Downgrade:

-- Series 2002-BC3, Class M-2, downgraded to Baa1 from A2;
-- Series 2002-BC3, Class B-1, downgraded to B3 from Baa2;
-- Series 2003-BC6, Cl. M-5, downgraded to Ba1 from Baa2;
-- Series 2003-BC6, Class B, downgraded to Ba3 from Baa3;
-- Series 2004-AB1, Class M-4, downgraded to Baa3 from A3;
-- Series 2004-AB1, Class B, downgraded to B1 from Baa2.


DAYTON SUPERIOR: S&P Withdraws Ratings on Planned Refinancing
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' rating and '4'
recovery rating on the proposed $195 million senior secured first-
lien credit facility and its 'CCC+' rating and '6' recovery rating
on the proposed $85 million second-lien facility of Dayton
Superior Corp. (B/Stable/--).

The ratings withdrawal on the proposed bank facilities reflects
the postponement of the planned refinancing due to market
conditions.  As a result, the company's 10.75% senior second
secured notes due 2008, 13% senior subordinated notes due 2009,
and $130 million revolving credit facility will remain in place.

Dayton Superior Corp., based in Dayton, Ohio, is a leading
manufacturer of concrete construction products and forming and
shoring equipment.

Ratings list

Dayton Superior Corp.
  Corporate credit                         B/Stable/--
  Senior secured                           B
    Recov rtg                              3
  Subordinated                             CCC+

Ratings Withdrawn
                                           To     From
                                           --     ----
   $195 mil. Sr scrd first-lien cr facil
     (prpsd)                               NR     B
     Recov rtg                             NR     4
   $85 mil. second-lien facil (prpsd)      NR     CCC+
     Recov rtg                             NR     6


DMW HOMESTEAD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: D.M.W. Homestead, L.L.C.
        7600 Boone Avenue, Suite 67
        Brooklyn Park, MN 55428

Bankruptcy Case No.: 07-42411

Chapter 11 Petition Date: July 17, 2007

Court: District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Joseph W. Dicker, Esq.
                  1406 West Lake Street, Suite 208
                  Minneapolis, MN 55408
                  Tel: (612) 827-5941
                  Fax: (612) 822-1873

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Dougherty Funding, L.L.C.   value of               $21,271,111
c/o Winthrop & Weinstine,   collateral: $1
P.A.
225 South Sixth Street,
Suite 3500
Minneapolis, MN 55402

P.B.A. Architects                                      $74,032
2745 Everest Lane North
Plymouth, MN 55447

D.M.W. Properties, Inc.     value of                   $64,753
7600 Boone Avenue           collateral: $1
Brooklyn Park, MN 55428

Skoknick & Associates                                  $51,634

Centerpoint Energy                                     $34,072

Felhaber Larson Fenlon                                 $31,491

XCel Energy                                            $18,421

Westwood Professional                                  $18,073
Services

D.M.W. Central Services,    value of                   $14,772
Inc.                        collateral: $1

R.J. Ahman                                             $10,843

Sun Newspapers                                          $9,790

City of Brooklyn Park                                   $7,839

Braun Printing & Design                                 $4,818

Star Tribune                                            $4,097

Aspen Lawn Service                                      $2,676

Reach Sports Marketing Group                            $2,400

Fish and Labeau Signs                                   $1,827

Fedex Kinkos                                            $1,161

Lawns Plus                                              $1,115

Sky Mark                                                $1,045


EIMSKIP HOLDINGS: Moody's Assigns Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Eimskip Holdings, Inc.

Moody's has also assigned a B1 rating to the company's senior
secured revolving credit facility and 1st lien term loan, as well
as a Caa1 rating to the company's proposed 2nd lien term loan.
The ratings outlook is stable.

Eimskip Holdings, Inc., the borrower of the proposed facilities,
is a wholly-owned indirect subsidiary established by Hf.
Eimskipafelag Islands, a leading Icelandic shipping company, to
acquire Versacold Income Fund.  Eimskip Holdings, Inc. offered
CDN$12.25 in cash per trust unit for Versacold.  The offer, which
remains subject to shareholder and regulatory approval, is to be
financed with the proposed subject facilities, CDN$230 million of
unrated, subordinated mezzanine debt not rated, as well as
equity/shareholder loan of about CDN$271 million.

These ratings/assessments have been assigned to Eimskip Holdings,
Inc.:

-- Corporate family rating, assigned B3;

-- Probability-of-default rating, assigned B3;

-- CDN$50 million senior secured revolving credit facility,
    assigned B1 (LGD2, 29%);

-- CDN$510 million senior secured 1st lien term loan, assigned B1
    (LGD2, 29%);

-- CDN$140 million 2nd lien term loan, assigned Caa1 (LGD5, 72%).

The term loans will be funded primarily in U.S. dollars.

The B3 Corporate Family Rating considers the company's high
leverage and limited free cash flow generation.  The ratings also
consider the company's stable revenue stream, strong market
position as a top 3 competitor in each market it serves, as well
as limited customer concentrations and the growing trend of public
refrigerated warehousing capacity.

The ratings are contingent upon the receipt of final executed
documentation consistent with that utilized in Moody's analysis.

The ratings may deteriorate if free cash flow after capital
expenditures to total debt was anticipated to turn negative on a
projected annual basis or if the company's debt to EBITDA
increases above 8.5 times.  Although the company has limited
customers that represent over 3% of its business, the loss of its
larger customers could have negative ratings implications.

The ratings and/or outlook could improve if the company's debt to
EBITDA was to decline meaningfully below 7 times, and if free cash
flow to total debt was to improve above 3% on a sustainable basis.

Eimskip Holdings, Inc., through Versacold, is headquartered in
Canada and is a global supplier of temperature controlled
warehousing and logistic services to food producers, processors,
as well as wholesale and retail distributors.  Versacold maintains
72 facilities globally, with about 290 million cubic feet of
temperature controlled capacity.  Revenue for the 2006 year end
was about CDN$693 million.


ENCYSIVE PHARMA: Hires Morgan Stanley to Evaluate Strategic Action
------------------------------------------------------------------
Encysive Pharmaceuticals Inc. has retained the investment banking
firm of Morgan Stanley to assist in evaluating its strategic
alternatives to maximize stockholder value.

The company does not expect to publicly disclose further
information regarding the status of the review of strategic
alternatives until a definitive transaction is entered into or the
process is completed.

There can be no assurances that any particular alternative will be
pursued or that any transaction will occur, or on what terms, or
as to the timing of any transaction.

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

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

                      Going Concern Doubt

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


ENRON CORP: Receives $149 Million in Litigation Settlement
----------------------------------------------------------
Enron Creditors Recovery Corp. -- formerly Enron Corp. -- received
$149 million in settlement of litigation against certain of the
defendants, including Lehman Commercial Paper Inc., The Northern
Trust Company, Allstate Life Insurance Company and The Prudential
Insurance Company of America, in connection with claims brought by
Enron to recover payments made by Enron in connection with Enron's
commercial paper before Enron's bankruptcy filing in 2001.

The allocation of the payment among the defendants has not been
disclosed.

"We are pleased to have resolved our differences with the settling
defendants and believe this to be a significant milestone in the
recovery process and our efforts to provide maximum value to
creditors," John J. Ray III, Enron's president and chairman of the
board, said.  "We are hopeful that we can reach resolution with
the remaining defendants."

This settlement resolves claims against only some of the parties
who received Enron commercial paper payments.  Enron is continuing
to prosecute this lawsuit against other defendants who also
received similar payments.

Enron commenced adversary proceedings in November 2003 to recover
commercial paper payments from approximately 180 defendants, so
that such funds may be shared equally and ratably by all similarly
situated creditors of its estate.

The settlement remains subject to the approval of the United
States Bankruptcy Court for the Southern District of New York.
Enron is represented in this matter by Venable LLP and Togut,
Segal & Segal, LLP.

                       About Enron Corporation

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.


GMAC COMMERCIAL: Fitch Affirms Junk Rating on $13.3MM Class FNB-6
-----------------------------------------------------------------
Fitch affirms GMAC Commercial Mortgage Securities, Inc. series
2006-C1 as:

  -- $30,335,030 class A-1 'AAA';
  -- $12,462,785 class A-1D 'AAA';
  -- $296,113,000 class A-1A 'AAA';
  -- $166,000,000 class A-2 'AAA';
  -- $98,000,000 class A-3 'AAA';
  -- $576,071,000 class A-4 'AAA';
  -- Interest only class XP 'AAA';
  -- $169,740,000 class A-M 'AAA';
  -- $114,575,000 class A-J 'AAA';
  -- $36,070,000 class B 'AA';
  -- $19,096,000 class C 'AA-';
  -- $12,731,000 class D 'A+';
  -- Interest only class XC 'AAA';
  -- $16,974,000 class F 'A-';
  -- $19,096,000 class G 'BBB+';
  -- $19,096,000 class H 'BBB';
  -- $23,339,000 class J 'BBB-';
  -- $6,366,000 class K 'BB+';
  -- $6,365,000 class L 'BB';
  -- $8,487,000 class M 'BB-';
  -- $2,122,000 class N 'B+';
  -- $4,243,000 class O 'B';
  -- $6,365,000 class P 'B-';
  -- $23,340,243 class Q 'NR';
  -- $5,100,000 class FNB-1 'BBB-';
  -- $5,600,000 class FNB-2 'BB';
  -- $2,100,000 class FNB-3 'BB-';
  -- $4,500,000 class FNB-4 'B';
  -- $2,400,000 class FNB-5 'B-';
  -- $13,300,000 class FNB-6 'CCC'.

The affirmations are due to the pool's stable performance since
issuance.  As of the July 2007 distribution report, the
transaction has paid down 0.5% to $1.72 billion from
$1.73 billion.  There are no delinquent or specially serviced
loans.

Three loans maintain their investment grade credit assessments:
DDR/Macquarie Mervyn's Portfolio (6.2%), First National Bank
Center (2.8%), and City Square Office (1.6%).  The DDR/Macquarie
Mervyn's Portfolio is secured by 35 retail stores located in a
combination of malls, shopping centers and free-standing locations
across four states.  Twenty-four sites are in California, five in
Arizona, five in Nevada and one in Texas.  The stores range in
size from 59,000-90,000 square feet and occupancy remains at 100%
since issuance.

The First National Bank Center is a 547,785 sf class A office
building located in San Diego, CA.  Year-end 2006 occupancy was
reported at 37.4% due to non-lease renewals of several tenants,
one of which was the largest tenant.  In early 2007, sponsorship
changed and as of June 1, 2007, occupancy has improved to 73.8%.
Fitch will closely monitor the performance of this loan.

City Square Office is collateralized by three individual class A
office towers in Phoenix, AZ totaling 716,075 sf.  At issuance
occupancy was 66.3% and a future funding tenant
improvement/leasing commission reserve was established to help the
buildings reach stabilized occupancy of 85%.  Occupancy as of
March 30, 2007 was 71.9%.


GOODYEAR TIRE: Deadline to Convert 4% Senior Notes is September 28
------------------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed that its 4%
Convertible Senior Notes due June 15, 2034, are now convertible at
the option of the holders and will remain convertible through
Sept. 28, 2007, the last business day of the current fiscal
quarter.

The notes became convertible because the last reported sale price
of the company's common stock for at least 20 trading days during
the 30 consecutive trading-day period ending on July 17, 2007 (the
11th trading day of the current fiscal quarter), was greater than
120 percent of the conversion price in effect on such day. The
notes have been convertible in previous fiscal quarters.

The company will deliver shares of its common stock or pay cash
upon conversion of any notes surrendered on or prior to Sept. 28,
2007.  If shares are delivered, cash will be paid in lieu of
fractional shares only.  Issued in June 2004, the notes are
currently convertible at a rate of 83.0703 shares of common stock
per $1,000 principal amount of notes, which is equal to a
conversion price of $12.04 per share.

There is approximately $350 million in aggregate principal amount
of notes outstanding.

If all outstanding notes are surrendered for conversion, the
aggregate number of shares of common stock issued would be
approximately 29 million.  The notes could be convertible after
Sept. 30, 2007, if the sale price condition described above is met
in any future fiscal quarter or if any of the other conditions to
conversion set forth in the indenture governing the notes are met.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Goodyear
Tire & Rubber Co., including its corporate credit rating to 'BB-'
from 'B+'.  In addition, the ratings were removed from CreditWatch
where they were placed with positive implications on May 10, 2007.
Recovery ratings were not on CreditWatch.


ENTERPRISE GP: Fitch Assigns Issuer Default Rating at BB-
---------------------------------------------------------
Fitch Ratings has initiated rating coverage on Enterprise GP
Holdings L.P. and EPCO Holdings, Inc.  Both companies are in the
process of refinancing interim credit facilities with these
ratings being assigned with the transactions:

Enterprise GP Holdings L.P.

  -- Issuer Default Rating 'BB-';

  -- Proposed $200 million senior secured revolving credit
     facility maturing in 2012 'BB';

  -- Proposed $1.0 billion senior secured term loan B maturing in
     2014 'BB'.

EPCO Holdings, Inc.

  -- Issuer Default Rating 'BB-';

  -- Proposed $300 million senior secured revolving credit
     facility maturing in 2012 'BB';

  -- Proposed $500 million senior secured bank term loan A
     maturing in 2012 'BB';

  -- Proposed $900 million senior secured term loan B maturing in
     2014 'BB'.

The Rating Outlook on both companies is Stable.

EPE is a publicly traded holding company with limited partnership
and general partnership interests in Enterprise Products Partners
L.P., TEPPCO Partners, L.P. and Energy Transfer Equity, L.P.  ETE
owns the GP and a significant percentage of the LP units of Energy
Transfer Partners, L.P.  EPD, TPP and ETP are three of the largest
publicly traded master limited partnerships, each with a
significant presence in the midstream energy sector.

EPCO is privately held under the control of Dan Duncan and owns a
significant LP interest in EPE, EPD and TPP.  Through EPCO's
direct or indirect ownership interests in the GP of each of the
MLPs, Dan Duncan also has substantial influence over many aspects
impacting EPD, EPE, TPP and ETE including strategic initiatives
and cash distributions.

Concerning the current transactions, EPE plans to use the proceeds
from its proposed term loan B, borrowings under the proposed
revolver and proceeds from its recently completed private equity
offering of $750 million to permanently finance the May 7, 2007
acquisition of the interests in ETE as well as the acquisition
from EPCO of the 2% GP and certain LP interests in TPP.  Proceeds
from EPCO's proposed term loans and borrowings under its proposed
revolver are being used to refinance the company's previous credit
facilities.

The ratings of both EPE and EPCO reflect the diversity of cash
flows being distributed to each entity from the underlying asset
base, the benefits of receiving both LP and GP distributions, the
proven track record of management in supporting the credit quality
of the entities throughout the EPCO corporate structure and the
continued strength of North American energy fundamentals.
Offsetting factors include the lack of direct ownership of any of
the operating assets by either EPE or EPCO, the significant growth
plans at each of the MLPs, exposure to commodity prices and
Fitch's expectations that further transactions are likely, adding
to the complexity of the organizational structure.

The assignment of the 'BB-' IDR and 'BB' security ratings at both
EPE and EPCO reflect the structurally subordinated nature of the
debt at both entities to the debt at the MLPs. Both Enterprise
Products Operating L.P. and ETP have IDRs of 'BBB-' with ETP on
Positive Outlook.  While the cash flow streams of EPE and EPCO
reflect differing interests in the various entities in the EPCO
structure, most notably a higher dependence on GP distributions in
EPE's cash flows versus EPCO's cash flows, the assignment of the
same ratings for EPE and EPCO are based on the individual and
consolidated analysis of each entity and the common control of
these entities by Dan Duncan.

As outlined above, debt at both EPE and EPCO will be serviced by
cash flows from three sizable, diverse midstream MLPs, including
the largest and third largest based on market capitalization.
Through these interests, EPE and EPCO are exposed to every phase
of the midstream energy business as well as a sizable propane
distribution portfolio.  The MLP ratings reflect the strength of
each partnership's balance sheet as well as the size, quality and
market position of the respective asset bases.

Of additional benefit is that both EPE and EPCO ultimately receive
both LP and GP distributions from the three MLPs.  The GP
interests also include incentive distribution rights which provide
higher distribution splits than LP units as distribution levels
increase.  The GP distributions can be substantial but also
exhibit higher volatility than the LP units and are, thus, more
exposed to the impact of a downturn in market conditions.  As
such, an across the board distribution cut would
disproportionately reduce a GP's incentive distributions making
the cash flows derived from LP units the least risky.

The proven track record of management in supporting the credit
quality of each of the partnership is reflected in management's
maintaining of modest leverage at each of the MLPs, reducing the
GP incentive split to only 25% for both EPD and TPP (versus 50% at
most other MLPs, including ETP) and the historic use of equity to
finance a substantial portion of the growth at EPD in recent
years.

While recognizing the conservative incentive splits from the MLPs,
the cash flows and debt levels at EPE and EPCO are expected to
remain at appropriate levels for the ratings.  Based on Fitch's
analysis of several MLP holding company loans, as outlined in
Fitch's methodology for MLP sponsor leverage, Fitch found that a
debt to cash flow ratio in the mid- to low- 5.0 times range should
not present an inordinate level of risk to the MLP.  In the base
case analysis, pro-forma debt to cash flows for both EPE and EPCO
are expected to be approximately 4.0x.  Of note is that EPCO is
also expected to reduce debt on an on-going basis with excess
cash.

The ratings also recognize the favorable North American supply and
demand energy fundamentals including the robust commodity price
environment that have supported the cash flows at each of the MLPs
and encouraged the significant oil and natural gas infrastructure
development at each MLP as well.

Of concern is that given the lack of operating assets at the EPE
and EPCO levels, the debt of these entities is structurally
subordinated to the debt at the MLPs, the debt at ETE and in the
case of EPCO, to the debt at EPE for EPCO's portion of EPE's
distributions.  In addition, the collateral package in support of
the new credit facilities includes only the equity interests held
by each entity.  Fitch, however, also notes the current strong
valuations and implied recovery of this collateral.  Of additional
note is that Fitch expects significant increases in the LP and GP
distributions from each MLP due to ongoing expansion projects that
are primarily backed by long-term throughput contracts.

As holding companies for midstream MLPs, both EPE and EPCO have
exposure to energy commodity prices that can include potential
demand reduction for midstream services, a decline in margins for
NGLs under certain natural gas processing contracts as well to the
weather dependent demand for propane.  Each MLP has, however, also
significantly reduced this exposure in recent years by entering
into more fee based contracts for its services or through
diversification into less volatile businesses (reference ETP's
purchase of Transwestern Pipeline, an interstate natural gas
pipeline, in late 2006).

Fitch believes acquisitions and new project developments will
continue to play an important part of the growth objectives of all
of the affiliated entities providing constant demands for new
financing and equity.  As such, ongoing access to external
financing will remain critical to funding these growth objectives.
Although further equity issuances are not anticipated at TPP or
EPD during this growth phase following the recent hybrid
offerings, Fitch expects the balance sheet of each entity to
remain in line with the current ratings as growth projects and the
subsequent cash flows continue to come on stream.

While leverage metrics are expected to remain in line with the
recommended ratings, Fitch's overriding concern with debt
obligations above the MLP level has been the adoption of more
aggressive business strategies by the partnership sponsor.
Specifically, the sponsor could aggressively pursue acquisitions
at the MLP in order to grow the partnership's cash flow and
achieve higher GP incentive distribution rights to support the
holding company debt.  One concern is that the MLP would over pay
for acquisitions.  Ownership risks, however, have been mitigated
by management's track record at each of the MLPs, including the
25% incentive splits from EPD and TPP, conservative distribution
coverage levels, modest debt levels at the MLPs and the manageable
debt levels above the MLPs including the current financings.

Additionally, higher interest rates may detract from the market
valuation of MLPs affecting their equity prices and even the
underlying asset valuations of pipelines and midstream energy
assets as MLPs have among the lowest cost of capital giving them
an advantage in buying or building energy related assets.  Fitch
notes the introduction by EPD and TPP of hybrids in the capital
structure to help mitigate this risk.

While the credit quality of EPE and EPCO will be supported by a
diversity of cash flow streams, Fitch notes the increasing
complexity of the organization including debt issuances at various
levels throughout the organization.  This risk also recognizes the
growth expectations for each MLP including the likelihood for
further transactions and the ongoing evolution of each of the
companies.  As such, the level of cash flows in support of the
obligations of EPE and EPCO could become more uncertain.  Fitch
also notes the increasing use of term loans to finance
transactions within the universe of MLP sponsors and by high yield
MLPs.  As such, concerns generally revolve around refinancing risk
as these facilities mature given the significant quantity of
refinancings expected to occur over the next several years.

Other more general concerns include increasing levels of operating
cash flows coming from hurricane prone regions, the construction
risks for organic projects and the integration risks of new assets
being added into the company's portfolio.  Of note is that the
Independence Hub offshore facility (80% owned by EPD) has been
completed with the Independence Trail pipeline expected to be
completed in the third quarter of 2007.


EPCO HOLDINGS: Fitch Places Issuer Default Rating at BB-
--------------------------------------------------------
Fitch Ratings has initiated rating coverage on Enterprise GP
Holdings L.P. and EPCO Holdings, Inc.  Both companies are in the
process of refinancing interim credit facilities with these
ratings being assigned with the transactions:

Enterprise GP Holdings L.P.

  -- Issuer Default Rating 'BB-';

  -- Proposed $200 million senior secured revolving credit
     facility maturing in 2012 'BB';

  -- Proposed $1.0 billion senior secured term loan B maturing in
     2014 'BB'.

EPCO Holdings, Inc.

  -- Issuer Default Rating 'BB-';

  -- Proposed $300 million senior secured revolving credit
     facility maturing in 2012 'BB';

  -- Proposed $500 million senior secured bank term loan A
     maturing in 2012 'BB';

  -- Proposed $900 million senior secured term loan B maturing in
     2014 'BB'.

The Rating Outlook on both companies is Stable.

EPE is a publicly traded holding company with limited partnership
and general partnership interests in Enterprise Products Partners
L.P., TEPPCO Partners, L.P. and Energy Transfer Equity, L.P.  ETE
owns the GP and a significant percentage of the LP units of Energy
Transfer Partners, L.P.  EPD, TPP and ETP are three of the largest
publicly traded master limited partnerships, each with a
significant presence in the midstream energy sector.

EPCO is privately held under the control of Dan Duncan and owns a
significant LP interest in EPE, EPD and TPP.  Through EPCO's
direct or indirect ownership interests in the GP of each of the
MLPs, Dan Duncan also has substantial influence over many aspects
impacting EPD, EPE, TPP and ETE including strategic initiatives
and cash distributions.

Concerning the current transactions, EPE plans to use the proceeds
from its proposed term loan B, borrowings under the proposed
revolver and proceeds from its recently completed private equity
offering of $750 million to permanently finance the May 7, 2007
acquisition of the interests in ETE as well as the acquisition
from EPCO of the 2% GP and certain LP interests in TPP.  Proceeds
from EPCO's proposed term loans and borrowings under its proposed
revolver are being used to refinance the company's previous credit
facilities.

The ratings of both EPE and EPCO reflect the diversity of cash
flows being distributed to each entity from the underlying asset
base, the benefits of receiving both LP and GP distributions, the
proven track record of management in supporting the credit quality
of the entities throughout the EPCO corporate structure and the
continued strength of North American energy fundamentals.
Offsetting factors include the lack of direct ownership of any of
the operating assets by either EPE or EPCO, the significant growth
plans at each of the MLPs, exposure to commodity prices and
Fitch's expectations that further transactions are likely, adding
to the complexity of the organizational structure.

The assignment of the 'BB-' IDR and 'BB' security ratings at both
EPE and EPCO reflect the structurally subordinated nature of the
debt at both entities to the debt at the MLPs. Both Enterprise
Products Operating L.P. and ETP have IDRs of 'BBB-' with ETP on
Positive Outlook.  While the cash flow streams of EPE and EPCO
reflect differing interests in the various entities in the EPCO
structure, most notably a higher dependence on GP distributions in
EPE's cash flows versus EPCO's cash flows, the assignment of the
same ratings for EPE and EPCO are based on the individual and
consolidated analysis of each entity and the common control of
these entities by Dan Duncan.

As outlined above, debt at both EPE and EPCO will be serviced by
cash flows from three sizable, diverse midstream MLPs, including
the largest and third largest based on market capitalization.
Through these interests, EPE and EPCO are exposed to every phase
of the midstream energy business as well as a sizable propane
distribution portfolio.  The MLP ratings reflect the strength of
each partnership's balance sheet as well as the size, quality and
market position of the respective asset bases.

Of additional benefit is that both EPE and EPCO ultimately receive
both LP and GP distributions from the three MLPs.  The GP
interests also include incentive distribution rights which provide
higher distribution splits than LP units as distribution levels
increase.  The GP distributions can be substantial but also
exhibit higher volatility than the LP units and are, thus, more
exposed to the impact of a downturn in market conditions.  As
such, an across the board distribution cut would
disproportionately reduce a GP's incentive distributions making
the cash flows derived from LP units the least risky.

The proven track record of management in supporting the credit
quality of each of the partnership is reflected in management's
maintaining of modest leverage at each of the MLPs, reducing the
GP incentive split to only 25% for both EPD and TPP (versus 50% at
most other MLPs, including ETP) and the historic use of equity to
finance a substantial portion of the growth at EPD in recent
years.

While recognizing the conservative incentive splits from the MLPs,
the cash flows and debt levels at EPE and EPCO are expected to
remain at appropriate levels for the ratings.  Based on Fitch's
analysis of several MLP holding company loans, as outlined in
Fitch's methodology for MLP sponsor leverage, Fitch found that a
debt to cash flow ratio in the mid- to low- 5.0 times range should
not present an inordinate level of risk to the MLP.  In the base
case analysis, pro-forma debt to cash flows for both EPE and EPCO
are expected to be approximately 4.0x.  Of note is that EPCO is
also expected to reduce debt on an on-going basis with excess
cash.

The ratings also recognize the favorable North American supply and
demand energy fundamentals including the robust commodity price
environment that have supported the cash flows at each of the MLPs
and encouraged the significant oil and natural gas infrastructure
development at each MLP as well.

Of concern is that given the lack of operating assets at the EPE
and EPCO levels, the debt of these entities is structurally
subordinated to the debt at the MLPs, the debt at ETE and in the
case of EPCO, to the debt at EPE for EPCO's portion of EPE's
distributions.  In addition, the collateral package in support of
the new credit facilities includes only the equity interests held
by each entity.  Fitch, however, also notes the current strong
valuations and implied recovery of this collateral.  Of additional
note is that Fitch expects significant increases in the LP and GP
distributions from each MLP due to ongoing expansion projects that
are primarily backed by long-term throughput contracts.

As holding companies for midstream MLPs, both EPE and EPCO have
exposure to energy commodity prices that can include potential
demand reduction for midstream services, a decline in margins for
NGLs under certain natural gas processing contracts as well to the
weather dependent demand for propane.  Each MLP has, however, also
significantly reduced this exposure in recent years by entering
into more fee based contracts for its services or through
diversification into less volatile businesses (reference ETP's
purchase of Transwestern Pipeline, an interstate natural gas
pipeline, in late 2006).

Fitch believes acquisitions and new project developments will
continue to play an important part of the growth objectives of all
of the affiliated entities providing constant demands for new
financing and equity.  As such, ongoing access to external
financing will remain critical to funding these growth objectives.
Although further equity issuances are not anticipated at TPP or
EPD during this growth phase following the recent hybrid
offerings, Fitch expects the balance sheet of each entity to
remain in line with the current ratings as growth projects and the
subsequent cash flows continue to come on stream.

While leverage metrics are expected to remain in line with the
recommended ratings, Fitch's overriding concern with debt
obligations above the MLP level has been the adoption of more
aggressive business strategies by the partnership sponsor.
Specifically, the sponsor could aggressively pursue acquisitions
at the MLP in order to grow the partnership's cash flow and
achieve higher GP incentive distribution rights to support the
holding company debt.  One concern is that the MLP would over pay
for acquisitions.  Ownership risks, however, have been mitigated
by management's track record at each of the MLPs, including the
25% incentive splits from EPD and TPP, conservative distribution
coverage levels, modest debt levels at the MLPs and the manageable
debt levels above the MLPs including the current financings.

Additionally, higher interest rates may detract from the market
valuation of MLPs affecting their equity prices and even the
underlying asset valuations of pipelines and midstream energy
assets as MLPs have among the lowest cost of capital giving them
an advantage in buying or building energy related assets.  Fitch
notes the introduction by EPD and TPP of hybrids in the capital
structure to help mitigate this risk.

While the credit quality of EPE and EPCO will be supported by a
diversity of cash flow streams, Fitch notes the increasing
complexity of the organization including debt issuances at various
levels throughout the organization.  This risk also recognizes the
growth expectations for each MLP including the likelihood for
further transactions and the ongoing evolution of each of the
companies.  As such, the level of cash flows in support of the
obligations of EPE and EPCO could become more uncertain.  Fitch
also notes the increasing use of term loans to finance
transactions within the universe of MLP sponsors and by high yield
MLPs.  As such, concerns generally revolve around refinancing risk
as these facilities mature given the significant quantity of
refinancings expected to occur over the next several years.

Other more general concerns include increasing levels of operating
cash flows coming from hurricane prone regions, the construction
risks for organic projects and the integration risks of new assets
being added into the company's portfolio.  Of note is that the
Independence Hub offshore facility (80% owned by EPD) has been
completed with the Independence Trail pipeline expected to be
completed in the third quarter of 2007.


GOLDMAN SACHS: S&P Preliminary Rates $16 Mil. Class E Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Goldman Sachs Asset Management CLO PLC/ Goldman Sachs
Asset Management CLO Corp.'s $368 million floating-rate notes.

The preliminary ratings are based on information as of July 18,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

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

     -- The legal structure of the transaction, including the
        bankruptcy remoteness of the issuer.


                  Preliminary Ratings Assigned
    Goldman Sachs Asset Management CLO PLC/Goldman Sachs Asset
                      Management CLO Corp.

            Class                 Rating        Amount
            -----                 ------        ------
            A-1                   AAA        $257,400,000
            A-2                   AAA         $28,600,000
            B                     AA          $27,000,000
            C                     A           $21,000,000
            D                     BBB         $18,000,000
            E                     BB          $16,000,000
            Subordinated notes    NR          $32,000,000

                          NR - Not rated.


HM RIVERGROUP: Harcourt Deal Cues S&P's Positive CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit ratings, on HM Rivergroup PLC and its
subsidiary, Riverdeep Interactive Learning USA Inc., on
CreditWatch with positive implications, based on HM Rivergroup's
agreement to acquire the Harcourt educational publishing business
from Reed Elsevier PLC for $3.7 billion in cash and $300 million
in common stock.

Total debt and preferred stock at March 31, 2007, totaled roughly
$3.5 billion.

"We estimate that the purchase will roughly double the size of HM
Rivergroup and enhance the competitive position of its Houghton
Mifflin unit," said Standard & Poor's credit analyst Hal F.
Diamond.

The combination of Houghton Mifflin, the fourth-largest U.S.
elementary and secondary school publisher, with Harcourt, will
rival Pearson PLC as the largest K-12 publisher in the U.S.

An upgrade of the corporate credit rating would be limited to one
notch, to 'B'.  In completing the CreditWatch review, S&P will
review the business and financial strategies of the combined
entity, its long-term operating outlook, the nature of expected
synergies, and any additional steps the company could take to
reduce leverage.


HUSKY ENERGY: Earns $721 Million in Second Quarter Ended June 30
----------------------------------------------------------------
Husky Energy Inc. reported net earnings of $721 million in the
second quarter of 2007 ended June 30, compared with $978 million
in the same quarter of 2006.  Net earnings for the second quarter
of 2007 included a non-recurring benefit due to tax rate
reductions of $30 million, compared with $328 million in the
second quarter of 2006.  Excluding the non-recurring tax benefits,
the second quarter net earnings were $691 million for 2007
compared with $650 million for 2006.

Cash flow from operations in the second quarter was $1.3 billion,
a 14% increase compared with $1.1 billion in the same quarter of
2006.  Sales and operating revenues, net of royalties, were
$3.2 billion in the second quarter of 2007, up 4% compared with
$3 billion in the second quarter of 2006.

In the second quarter of 2007, total production averaged 379,100
barrels of oil equivalent per day, a 10% increase over 344,000
barrels of oil equivalent per day in the second quarter of 2006.
Total crude oil and natural gas liquids production was 276,500
barrels per day and natural gas production was 615.7 million cubic
feet per day.

                      Half-Year 2007 Results

For the first six months of 2007, Husky's net earnings were
$1.4 billion, compared with $1.5 billion for the same period in
2006.  Cash flow from operations for the first six months of 2007
was $2.6 billion, compared with $2.1 billion for the same period
in 2006.

Production in the first six months of 2007 was 384,600 barrels of
oil equivalent per day, compared with 348,700 barrels of oil
equivalent per day in the same period in 2006.  Total crude oil
and natural gas liquids production was 279,900 barrels per day,
compared with 235,500 barrels per day during the first six months
of 2006.  Natural gas production was 627.8 million cubic feet per
day, compared with 679 million cubic feet per day in the first six
months of 2006.

                             Liquidity

At June 30, 2007, the company's working capital was $372 million
compared with a deficiency of $495 million at Dec. 31, 2006.

At June 30, 2007, the company had unused committed long and short-
term borrowing credit facilities totaling $1.5 billion.  A total
of $71 million of our borrowing credit facilities were used in
support of outstanding letters of credit and an additional
$34 million of letters of credit were outstanding at June 30,
2007, and supported by dedicated letters of credit lines.

The company currently has a shelf prospectus dated Sept. 21, 2006,
that enables the company to offer up to $1 billion of debt
securities in the United States until Oct. 21, 2008.

Husky's financial position remains strong.  At June 30, 2007,
Husky's debt to cash flow ratio was 0.3 to 1 and debt to capital
was 12%.

As of June 30, 2007, the company posted total assets of
$18 billion, total liabilities of $7.7 billion, and total
stockholders' equity of $10.3 billion.

                  Other Second Quarter Highlights

Subsequent to the end of the second quarter, Husky completed the
acquisition of the refinery in Lima, Ohio from Valero Energy
Corporation.  The purchase price was U.S. $1.9 billion, plus net
working capital.  Various options will be examined to enhance the
value of this refinery including opportunities to integrate
Husky's heavy oil and oil sands production.

The Tucker Oil Sands project, which is expected to reach 30,000
barrels per day by the end of 2008, completed its initial warm-up
phase and is ramping up SAGD production.

The Sunrise Oil Sands project continues to progress on schedule
with the completion of the front-end engineering design work
planned for the fourth quarter of 2007.

Production at the White Rose oil field in the second quarter
reached about 136,000 barrels per day and averaged 90,300 barrels
per day net to Husky.  A seventh production well has been
completed, bringing total reservoir capacity to 140,000 barrels
per day.  The field is currently undergoing a 16-day planned
turnaround.  Drilling of the C-30 delineation well in the western
section of the White Rose field commenced in June and is
continuing.

At the Lloydminster Upgrader, a scheduled 40-day turnaround has
been completed.  The majority of the debottleneck projects were
completed during the turnaround.  Throughput capacity of 82,000
barrels per day will be realized in the fourth quarter of 2007
pending completion of remaining work items.  Front-end engineering
design for a potential expansion of the Upgrader continues and is
expected to be completed in the fourth quarter of 2007.

With regards to exploration, Husky was awarded an 87.5% interest
in two exploration licences offshore Greenland.  The two blocks
cover an area of 21,067 square kilometres and are located about
120 kilometres offshore the west coast of Disko Island.

Internationally, Husky has commenced a seismic program in the
South China Sea over Block 29/26 that contains the Liwan natural
gas discovery and the adjacent Block 29/06.  The program will
evaluate exploration leads for future drilling locations.
Delineation of the Liwan discovery will commence in the second
half of 2008 upon the arrival of the West Hercules deep water
drilling rig.

In Minnedosa, construction of the new ethanol production facility
is currently 68% complete with commissioning expected in the
fourth quarter of 2007.

The company's current forecast for crude oil production in 2007
remains within our guidance range.  Its current forecast for
natural gas production in 2007 will likely be less than
670 million cubic feet per day as a result of the redeployment of
capital, delayed natural gas well tie-ins and capital project
delays.

                             Comments

"Husky achieved strong financial performance for the quarter
despite the continuing weakness in the U.S. dollar," said Mr. John
C.S. Lau, president & chief executive officer, Husky Energy Inc.
"In July, the acquisition of the Lima refinery in Ohio, which
represents a significant step in Husky's strategy of integrated
heavy oil and bitumen development, will contribute positively to
Husky's earnings and cash flow."

                         About Husky Energy

Headquartered in Calgary, Alberta, Husky Energy Inc. (TSE: HSE) --
http://www.huskyenergy.ca/-- is one of Canada's largest energy
and energy-related companies.  The company has almost $18 billion
in assets and employs about 4,000 employees.

                           *     *     *

As of July 19, 2007, Husky Energy Inc.'s junior subordinated debt
still carries Moody's Investors Services Ba1 rating.  Moody's
placed the rating on April 25, 2001, with a stable outlook.


HUSKY ENERGY: Chief Financial Officer Geoff Barlow To Resign
------------------------------------------------------------
Husky Energy Inc. advises that Geoff Barlow, Vice President &
Chief Financial Officer, is resigning from Husky to pursue other
interests.

Mr. Barlow will remain with Husky through Aug. 7, 2007, managing
the completion of the second quarter interim statements and all
related regulatory filings.

"I would like to thank Geoff for his many years of dedication to
the company and wish him success in his future endeavours," Mr.
John C.S. Lau, President & Chief Executive Officer, Husky Energy
Inc., said.

                        About Husky Energy

Headquartered in Calgary, Alberta, Husky Energy Inc. (TSE: HSE) --
http://www.huskyenergy.ca/-- is one of Canada's largest energy
and energy-related companies.  The company has almost $18 billion
in assets and employs about 4,000 employees.

                           *     *     *

As of July 19, 2007, Husky Energy Inc.'s junior subordinated debt
still carries Moody's Investors Services Ba1 rating.  Moody's
placed the rating on April 25, 2001, with a stable outlook.


HUSKY ENERGY: Reports Quarterly Dividend of CDN$0.25 Per Share
--------------------------------------------------------------
The Board of Directors of Husky Energy Inc. disclosed a quarterly
dividend of CDN$0.25 per share on its common shares for the three-
month period ended June 30, 2007.  The dividend will be payable on
Oct. 1, 2007 to shareholders of record at the close of business on
Aug. 24, 2007.

                        About Husky Energy

Headquartered in Calgary, Alberta, Husky Energy Inc. (TSE: HSE) --
http://www.huskyenergy.ca/-- is one of Canada's largest energy
and energy-related companies.  The company has almost $18 billion
in assets and employs about 4,000 employees.

                           *     *     *

As of July 19, 2007, Husky Energy Inc.'s junior subordinated debt
still carries Moody's Investors Services Ba1 rating.  Moody's
placed the rating on April 25, 2001, with a stable outlook.


ISLE OF CAPRI: Virginia McDowell Appointed as President and CEO
---------------------------------------------------------------
Isle of Capri Casinos Inc. appointed Virginia McDowell as the
company's president and chief operating officer, and elected James
B. Perry as a member of the company's board of directors.

Mr. Perry's appointment to the board is effective immediately,
while Ms. McDowell is expected to assume her new position on
July 30, 2007.  Both appointments are subject to regulatory
approval.

Ms. McDowell's 26-year career in gaming has spanned a wide range
of disciplines and areas of expertise, including marketing,
operations, and technology.

"With significant experience in both regional and destination
markets, and her vast experience in virtually every aspect of our
business, Virginia McDowell is exactly the right person to help
lead our company as we focus on increasing the efficiency of our
operations while continuing to stress financial discipline and
targeted growth opportunities," Bernard Goldstein, chairman and
chief executive officer, said.

"Our board of directors unanimously chose Virginia for the
position of president and chief operating officer because she
knows our business, knows our customers and knows our markets,"
Mr. Goldstein continued.  "Throughout her career she has
consistently exhibited the leadership and vision needed to
continue the growth and development of our company."

Recently, Ms. McDowell served as executive vice president and
chief information officer of Trump Entertainment Resorts Inc.
Prior to joining Trump Entertainment Resorts, Ms. McDowell spent
eight years at Argosy Gaming Company in Alton, Illinois, joining
the company as vice president of sales and marketing, and
ultimately holding the position of senior vice president of
operations.  She began her gaming career in Atlantic City, holding
a variety of executive positions over a 16-year time period.

"Isle of Capri has a strong base of existing properties, a
sizeable database and a variety of exciting new projects that
contribute to a growing brand portfolio," Ms. McDowell said.
"I am very optimistic that by building on the company's unique
"Isle Style" culture, focusing on our operating fundamentals,
continuing to develop and implement new technology initiatives and
creating exciting new entertainment experiences for our customers,
we can improve the company's performance and strengthen the Isle
of Capri Casinos' brands.  I look forward to joining a very
talented team."

Mr. Perry, the gaming industry's executives, is recognized for
engineering the turnaround of Argosy Gaming Company beginning in
1997.  During Mr. Perry's tenure at Argosy, the company was
considered an industry leader in EBITDA margins, and was
recognized by several leading financial publications for financial
stability, record growth and creation of shareholder value.

With nearly 30 years of experience leading major gaming operations
and companies in regional and destination markets, Mr. Perry
recently served as the president, chief executive officer and a
member of the board of directors of Trump Entertainment Resorts,
Inc. where he oversaw the renovation and expansion of the
company's three Atlantic City properties.  Mr. Perry resigned from
these positions effective July 1, 2007.

"We are pleased to welcome these two respected and talented
executives to the Isle of Capri Casinos team at this exciting time
in our history, when we have recently brought several major
projects online, and we look forward to the significant
contributions that they will make to a company already recognized
as a leading developer, owner and operator of regional branded
gaming facilities," Mr. Goldstein commented."

Ms. McDowell resides in St. Louis, Missouri with her husband and
two children.  She is active in community and charitable
endeavors, currently serving as the founding board chair and
president of Gilda's Club St. Louis, and serves as a member of the
presidents advisory board of Temple University in Philadelphia,
Pennsylvania, where she earned her undergraduate degree in
communications.

Mr. Perry resides in Santa Barbara, California with his wife and
three children.

                   About Isle of Capri Casinos

Based in Biloxi, Missippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport and Marquette,
Iowa; Kansas City and Boonville, Missouri and a casino and harness
track in Pompano Beach, Florida.  The company also operates and
has a 57 percent ownership interest in two casinos in Black Hawk,
Colorado.  Isle of Capri Casinos' international gaming interests
include a casino that it operates in Freeport, Grand Bahama and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                            *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Isle of Capri Casinos Inc. to negative from stable.  Ratings on
the company, including the 'BB-' corporate credit rating, were
affirmed.


JG CONSULTING: Case Summary & Four Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J.G. Consulting, Inc.
        8701 Mesa Madera Drive
        Las Vegas, NV 89148

Bankruptcy Case No.: 07-14354

Chapter 11 Petition Date: July 18, 2007

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Christopher Patrick Burke, Esq.
                  218 South Maryland Parkway
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Fax: (702) 385-7986

Total Assets: $1,107,050

Total Debts:  $1,341,623

Debtor's List of its Four Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
First Franklin Loan Services   8701 Mesa Madera           $260,000
P.O. Box 1838                  Drive, Las Vegas,          Secured:
Pittsburgh, PA 15230-1838      NV 89148                 $1,100,000
                                                      Senior Lien:
                                                        $1,046,587

American Express               Credit Card                 $27,000
P.O. Box 5207
Fort Lauderdale, FL 33310

Dell Business Credit           Credit Card                  $4,500
P.O. Box 81577
Austin, TX 78708-1577

RMI Management, LLC            8701 Mesa Madera             $3,536
530 Trade Center Drive         Drive, Las Vegas,          Secured:
Suite 100                      NV 89148                 $1,100,000
Las Vegas, NV 89119                                   Senior Lien:
                                                        $1,306,587


JULE HAZOU: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jule I. Hazou
        18 Whittier Lane
        Oakland, NJ 07436-3323

Bankruptcy Case No.: 07-20039

Chapter 11 Petition Date: July 18, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Harvey I. Marcus, Esq.
                  Park 80 West Plaza Two
                  Suite 200, Pmb 2066
                  Saddle Brook, NJ 07663
                  Tel: (201) 384-2200
                  Fax: (201) 384-9221

Total Assets:   $411,650

Total Debts:  $1,137,192

Debtor's List of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Fleming Companies, Inc.          Trade Debt               $480,232
c/o Corporation Trust Company
820 Bear Tavern Road
Trenton, NJ 08628-1021

Resnick Supermarket              Trade Debt               $155,700
Equipment Corp.
c/o Anthony J. Graceffo, Esq.
P.O. Box 893
Hackensack, NJ 07602

Consolidated Dairies             Trade Debt                $52,076
c/o Edward J. Bowen, Esq.
837 Kinderkamack Road
River Edge, NJ 07661-2323

Michael B. & Karen M. Palmieri   Trade Debt                $27,721
Enterprises

John's Import Foods              Trade Debt                $10,189

Daimler Chrysler Financial       Trade Debt                 $7,159
Services America

Portfolio Recoveries                                        $5,858

Portfolio Recovery                                          $5,395
Associates LLC

Professional Recovery                                       $4,361
System

Chase                                                       $3,358

Zenith Acquisition                                          $2,724

General Trading Co. Inc.         Trade Debt                 $2,300

Capital One Bank                                            $4,289

Pascack Press                    Trade Debt                 $1,585

Providian                                                   $1,448

Coca Cola Bottling Company       Trade Debt                 $1,393

Macys/fdsb                                                  $1,104

Credit Collection Services                                    $282


K2 INC: Commences Cash Tender Offer for 7-3/8% Senior Notes
-----------------------------------------------------------
K2 Inc. commenced a cash tender offer to purchase any and all of
its outstanding 7-3/8% senior notes due 2014 (CUSIP No.
482732AE4), and a related consent solicitation to amend the
indenture pursuant to which the notes were issued.

The tender offer and consent solicitation are being made in
connection with the previously announced Agreement and plan of
merger by and among Jarden Corporation, K2 Merger Sub Inc., a
wholly-owned subsidiary of Jarden, and K2 Inc., pursuant to which
Merger Sub will merge with and into K2, with K2 surviving the
merger as a wholly-owned subsidiary of Jarden.

The tender offer and consent solicitation are made upon the terms
and conditions set forth in the related offer to purchase and
consent solicitation statement dated July 18, 2007, and the
related consent and letter of transmittal, and are conditioned
upon, among other things, the consummation of the merger.

The tender offer is scheduled to expire at 11:59 a.m., New York
City time, on Tuesday, Aug. 14, 2007, unless amended, extended or
earlier terminated.  In order to be eligible to receive the total
consideration for tendered notes, holders must validly tender and
not validly withdraw their notes and validly deliver and not
validly revoke their consents at or prior to 5 p.m., New York City
time, on Tuesday, July 31, 2007, unless extended or amended.
Tendered notes may not be validly withdrawn and delivered consents
may not be validly revoked after the consent date.

The "Total Consideration" to be paid for each Note validly
tendered and not validly withdrawn at or prior to the consent
date, subject to the terms and conditions set forth in the Offer
to purchase, will be paid in cash and calculated using the yield
of the 3.625% U.S. Treasury Note due July 15, 2009, as displayed
on the Bloomberg Government Pricing Monitor Page BBT5.

The total consideration per $1,000 principal amount of Notes will
be calculated as set forth in the Offer to Purchase and determined
in accordance with standard market practice, based on the bid-side
price of the reference security on the price determination date
plus a fixed spread of 50 basis points, minus the accrued and
unpaid interest from the most recent interest payment date for the
notes to, but not including, the scheduled initial payment date.

The total consideration includes a consent payment of $30.00 per
$1,000 principal amount of notes, which will be payable only in
respect of notes purchased that are validly tendered and not
validly withdrawn and consents that are validly delivered and not
validly revoked on or prior to the consent date.

Holders who validly tender their notes after the consent date and
at or prior to the expiration date will not be eligible to receive
the consent payment, and accordingly will only be eligible to
receive an amount equal to the total consideration less the
consent payment. Holders whose notes are accepted for payment will
also be paid accrued and unpaid interest from the most recent
interest payment date to, but not including, the applicable
payment date for notes purchased in the tender offer.

K2 expects that the "price determination date" will be 2 p.m., New
York City time, on Tuesday, July 31, 2007, unless the tender offer
and consent solicitation are extended or amended.

In connection with the tender offer, K2 is soliciting consents to
proposed amendments to the Indenture, which will eliminate
substantially all restrictive covenants and certain events of
default, delete the covenant relating to the merger and
consolidation of K2 and certain of its subsidiaries and amend
certain terms of the defeasance and discharge provisions.  Holders
may not validly tender their notes without also validly delivering
their consents or validly deliver consents without also validly
tendering their notes.

For notes that have been validly tendered and not validly
withdrawn prior to the consent date and that are accepted for
payment, settlement will occur on the initial payment date which
will be the first business day following the price determination
date on which all conditions to the tender offer have been
satisfied or waived, which is expected to be Wednesday, Aug. 8,
2007.  For notes that have been validly tendered after the consent
date and that are accepted for payment, settlement will occur on
the final payment date, which will be promptly after the
expiration date, which is expected to be Wednesday, Aug. 15, 2007,
if the expiration date is not extended or terminated.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including receipt of consents
sufficient to approve the proposed amendments to the indenture and
the merger having occurred or occurring substantially concurrent
with the initial payment date.  The purpose of the tender offer is
to acquire all outstanding notes.  The purpose of the consent
solicitation is to amend the Indenture to effect the proposed
amendments, as described in the offer to purchase.

K2 has retained Lehman Brothers Inc. to act as the dealer manager
for the tender offer and solicitation agent for the consent
solicitation.  Holders with questions regarding the tender offer
and the consent solicitation should contact Lehman Brothers Inc.
at (800) 438-3242 (toll-free) or (212) 528-7581 (collect).
Requests for documentation may be directed to Global Bondholder
Services Corporation, who has been retained to act as the
information agent for the tender offer and consent solicitation,
which can be contacted at (212) 430-3774 (for banks and brokers
only) or (866) 470-4200 (for all others toll-free).

                        About Jarden Corp.

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                          About K2 Inc.

Headquartered in Carlsbad, California, K2 Inc. (NYSE: KTO) --
http://www.k2inc.net/-- designs manufactures and distributes
sporting equipment, apparel and accesories.  Its portfolio of
leading brands include Shakespeare(R), Penn(R), Pflueger(R),
Sevylor(R) and Stearns(R) in the Marine and Outdoor segment;
Rawlings(R), Worth(R) and Brass Eagle(R) in the Team Sports
segment; K2(R), Volkl(R), Marker(R) and Ride(R) in the Action
Sports segment; and Adio(R), Marmot(R) and Ex Officio(R) in the
apparel and footwear segment.

Adio(R), Atlas(R), Brass Eagle(R), Ex Officio(R), Hodgman(R),
JT(R), K2(R), Marker(R), Marmot(R), Penn(R), Pflueger(R), Planet
Earth(R), Rawlings(R), Ride(R), Sevylor(R), Shakespeare(R),
Sospenders(R), Stearns(R), Tubbs(R), Volkl(R), Worth(R) and Worr
Games(R) are trademarks or registered trademarks of K2 Inc. or its
subsidiaries in the United States or other countries.

                          *     *     *

As reported in the Troubled Company Reporter on April 30, 2007,
Moody's Investors Service placed the ratings of K2 Inc. under
review for possible downgrade, but affirmed its SGL-3 speculative
grade liquidity rating.  The ratings placed under review for
possible downgrade include the company's corporate family rating,
Ba3; probability-of-default rating, Ba3; and $200 million senior
unsecured notes due 2014, at B1 (LGD4, 61%).

The rating action was prompted by Jarden Corporation's (B1 CFR,
developing outlook) announcement that it has signed a definitive
merger agreement to acquire K2.


LB-UBS: Fitch Affirms BB- Rating on $2.4MM Class M Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed LB-UBS's commercial mortgage pass-
through certificates, series 2005-C2, as:

  -- $451.3 million class A-2 at 'AAA';
  -- $81 million class A-3 at 'AAA';
  -- $304.7 million class A-4 at 'AAA';
  -- $76 million class A-AB at 'AAA';
  -- $470.7 million class A-5 at 'AAA';
  -- $121.7 million class A-J at 'AAA';
  -- $13.9 million class B at 'AA+';
  -- $29.2 million class C at 'AA';
  -- $38.9 million class D at 'AA-';
  -- $41.4 million class E at 'A';
  -- Interest-only class X-CP at 'AAA';
  -- Interest-only class X-CL at 'AAA';
  -- $17 million class F at 'A-';
  -- $17 million class G at 'BBB+';
  -- $17 million class H at 'BBB';
  -- $29.2 million class J at 'BBB-';
  -- $17 million class K at 'BB+';
  -- $7.3 million class L at 'BB';
  -- $2.4 million class M at 'BB-'.

Class A-1 has been paid in full. Fitch does not rate the $4.9
million class N, $4.9 million class P, $4.9 million class Q and
$21.9 million class S certificates.

The rating affirmations reflect continued stable performance and
scheduled amortization since Fitch's last rating action.  As of
the June 2007 remittance report, the pool's collateral balance has
paid down 8.7% to $1.77 billion from $1.94 billion at issuance.
There are currently four loans (1.8%) in special servicing.

The largest specially serviced loan (0.8%) is a 20,483 sf office
property located in Bloomfield Hills, MI and is 30 days
delinquent.  The special servicer is working with the borrower to
bring the loan current.

The second largest specially serviced loan (0.7%) is a retail
property located in Meraux, LA.  The loan suffered significant
damage as a result of Hurricane Katrina.  The special servicer is
currently pursuing foreclosure and is working with the insurance
adjuster to determine the estimated damages.  Significant losses
are possible which will be absorbed by the non-rated class S.

Of the six credit assessed loans at issuance, five remain in the
transaction.  Fitch reviewed year-end 2006 operating statement
analysis reports for 909 Third Avenue (12.3%), Macquarie DDR
Portfolio II (8.9%), Summit Hotel Portfolio (4.7%), 895 Broadway
(0.8%), and Hartz Fee Portfolio (0.2%).  All five loans maintain
their investment grade credit assessments based on stable
performance since issuance.

909 Third Avenue is a 1.3 million square feet, 33-story office
building located on the east side of Midtown Manhattan.  As of YE
2006, occupancy improved to 100% from 97.6% at issuance.

The Macquarie DDR Portfolio consists of 1.9 million sf of in-line
space and 279,571 sf of ground lease space in eight anchored
retail malls located in CT, MN, TN, WI and FL containing a total
of 2.4 million sf.  Primary anchors include Lowe's, Costco, Best
Buy, Kohl's, Publix, Marshall's Megastore and Pick 'N Save.  As of
April 2007 occupancy remains stable at 99.5%.  The loan has a pari
passu floating rate component held outside the trust.


MARICOPA COUNTY: Moody's Downgrades Series 2000 Bonds' Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the Maricopa Industrial
Development Authority Education Revenue Bonds Series 2000 A and B
from Ba3 to B1 and removed the bonds from Watchlist for potential
downgrade, affecting about $24 million in outstanding debt.

The downgrade primarily reflects financial stress at the Omega
Academy, the largest participant in the pool with about
$7.6 million of par outstanding (34% of pool).

Omega Academy filed for Chapter 11 bankruptcy protection on
June 15, 2007.  Omega Academy was sued by the same contractor
whose effort to enforce a mechanics lien was deemed unenforceable
in 2006.  In June a summary judgment was awarded for the benefit
of the plaintiff.  The value of the judgment has yet to be
finalized but a worst case value has been estimated at
$4.1 million.  Omega Academy subsequently filed for Chapter 11
bankruptcy protection.

Moreover, whether or not the school will retain its charter is in
question.  The school is chartered by the state Board of Education
which, through the state Department of Education, is in the
process of reviewing Omega's charter reflecting three years of
weak academic performance at one of the six schools run under the
charter.  The state Board of Education is expected to review these
findings in late August.  Possible outcomes include a consent
agreement which may include, but is not limited to, a
restructuring of the current sites and whereby Omega Academy would
agree to performance benchmarks, or the issuance of an intent to
revoke the charter, which would likely be followed by an appeals
process.  Moody's learned that the state's review process will
also consider the school financial viability.

The pool maintains reserves of $4.2 million despite the 2006
default of Arizona Montessori-whose assets were sold for
$1.3 million as compared to $1.7 million in bonds outstanding.
Reserves are $3.4 million below Omega's par value outstanding.
Bondholders, however, benefit from a mortgage lien on the school's
facilities.  In the event of a payment default, debt service would
be paid from liquid reserves until the school's assets could be
sold.  Sale proceeds, net of various fees, would then reimburse
the liquid reserve fund to the extent it was drawn down.

Remaining proceeds would be used to defease bonds, with any
surplus amounts repaying any draw on the credit reserve fund.  The
magnitude of a potential draw on, and ultimate reimbursement to,
reserve funds can not currently be estimated.  Favorably,
following any use of reserves, the remaining schools would
continue to make debt service payments equal to 105% of debt
service due monthly, with the 5% overage first being used to
satisfy any deficiency in the liquid reserve or credit reserve
funds.


MICHAEL REDMAN: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael Jay Redman, Jr.
        P.O. Box 180712
        Utica, MI 48318

Bankruptcy Case No.: 07-53821

Chapter 11 Petition Date: July 17, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Michael A. Greiner, Esq.
                  Financial Law Group, P.C.
                  29405 Hoover
                  Warren, MI 49093
                  Tel: (586) 693-2000
                  Fax: (586) 693-2000

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cit Fin Serv                   Debtor's homestead        $306,865
P.O. Box 624                   Location: 14482
Marlton, NJ 08053              Faucet Lane,              $832,000
                               Fortville, IN            (Secured)

                                                         $733,435
                                                    (Senior Lien)

Lincoln Federal Saving         2004 Sea Ray 280          $132,918
1121 East Main Street          Location:
Plainfield, IN 46168           Indianapolis, IN           $77,350
                                                        (Secured)

Fifth Third Bank               2005 Mercedes             $104,172
Fifth Third Center             Benz, S55,
Cincinnati, OH 45263           30,000 miles               $62,225
                               Location: 14482          (Secured)
                               Faucet Lane,
                               Fortville, IN

Monogram Bank North America    Credit Card                $83,141

Amex                           Credit Card                $66,612

US Bank/na Nd                  Credit Card                $32,885

Fia Csna                       Credit Card                $27,213

Chase                          Credit Card                $27,090

Internal Revenue Service       Income taxes               $27,000

First Merit                    2005 Jeep Grand            $22,455
                               Cherokee,
                               40,000 miles               $11,615
                               Location: 14482          (Secured)
                               Faucet Lane,
                               Fortville, IN

John Deere Credit              Consumer Debt              $22,000


Hamilton County                Debtor's homestead         $10,000
                               Location: 14482
                               Faucet Lane,              $832,000
                               Fortville, IN            (Secured)

                                                       $1,040,300
                                                    (Senior Lien)

Capital 1 Bank                 Credit Card                 $9,617

Sears/cbsd                     Credit Card                 $6,384

First National Bank            Credit Card                 $4,950


MOSHE SHATZKI: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moshe Morry Shatzki
        1530 San Antonio Avenue
        Menlo Park, CA 94025

Bankruptcy Case No.: 07-30832

Chapter 11 Petition Date: July 3, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  711 Van Ness Avenue, Suite 440
                  San Francisco, CA 94102
                  Tel: (415)673-0560

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

Entity                                          Claim Amount
------                                          ------------
Sierra Energy                                       $1,700,000
c/o Bullivant Houser Bailey
1415 L Street, Suite 1000
Sacramento, CA 95814

Wholesale Fuels                                       $298,000
2200 East Brundage Lane
Bakersfield, CA 93307

I.P.C.                                                 $70,000
333 City Boulevard West,
Suite 650
Orange, CA 92868

Granite State Insurance Co.                            $55,872

Coast Oil                                              $29,000

Daniel Bronson                                          $8,712

Margaret S. Elrod                                       $1,328


MUELLER ENTERPRISES: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mueller Enterprises, Inc.
        aka Virginia Glass Company
        1150 River Road
        Charlottesville, VA 22901

Bankruptcy Case No.: 07-61326

Type of business: The Debtor manufactures and sells replacement
                  windows, shower enclosures, sunrooms, porch
                  enclosures, patio doors, greenhouses, canopies
                  and awnings that are all made of glass.  It also
                  manufactures and sells auto glass and other
                  glass and plastic products.  See
                  http://www.vaglass.net

Chapter 11 Petition Date: July 18, 2007

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Richard J. Stahl, Esq.
                  Stahl, Forest & Zellow, P.C.
                  11350 Random Hills Road, Suite 700
                  Fairfax, VA 22030
                  Tel: (703) 691-0770

Total Assets: $555,898

Total Debts:  $2,694,487

Debtor's 17 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
C.I.T. Small Business                               $1,071,000
Lending Corp.
P.O. Box 1529
1 C.I.T. Drive
Livingston, NJ 07039

Art & Nene Spivy                                      $400,000
1129 Walker Road
Great Falls, VA 22066

Moduline                                              $162,421
P.O. Box 198131
Atlanta, GA 30384-8115

United States Aluminum                                 $94,243

Extrusions, Inc.                                       $88,631

Ford Credit                                            $70,048

B.F. Rich                                              $49,487

Vistawall                                              $30,422

Neff Rental, Inc.                                      $27,804

Garner Glass Products,                                 $23,600
Inc.

Pleasants Hardware                                     $16,781

Alcoa/Alumax                                           $16,605

EMBARQ/R.H.                                            $15,564

A.F.G.D.                                               $14,976

Old Castle                                             $13,609

C.R. Lawrence                                           $9,744

SaftiFirst                                              $9,644


NATIONAL HEALTH: Notes Repayment Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit and senior unsecured debt ratings on National Health
Investors Inc.  The ratings had been on CreditWatch with negative
implications, where they were placed on Oct. 19, 2006.  The rating
withdrawals follow the repayment of National Health Investors'
$100 million 7.3% senior unsecured notes and the company's desire
to no longer maintain a corporate credit rating.

National Health Investors repaid the unsecured bonds with
accumulated cash, which totaled nearly $172 million at the end of
March 2007.

The prior ratings acknowledged National Health Investors' strong
liquidity and stable portfolio.  The company's financial profile
was characterized by a very strong cash position, below-average
leverage, strong debt protection measures, and very manageable
debt maturities.  Offsetting credit considerations included the
smaller overall portfolio, meaningful tenant concentration, and an
external advisory structure.

National Health Investors is a Tennessee-based health care REIT,
with equity and mortgage investments totaling $472 million in 138
health care facilities situated in 18 states.


                       Ratings Withdrawn

                National Health Investors Inc.

                                      Rating
                                      ------
                                 To             From
                                 --             -----
    Corporate credit             NR/--/--       BB/Watch Neg/--
    Senior unsecured debt        NR             BB/Watch Neg


NCO GROUP: Launches Exchange Offers for $365 Million Senior Notes
-----------------------------------------------------------------
NCO Group Inc. has commenced an offer to the holders of its
Floating Rate Senior Notes due 2013 (CUSIP No. 144A: 628858 AE 2,
ISIN No. 144A: US628858AE21) and its 11.875% Senior Subordinated
Notes due 2014 (CUSIP No. 144A: 628858 AF 9, ISIN No. 144A:
US628858AF95; CUSIP No. Reg. S: U6376M AC 5, ISIN No. Reg. S:
USU6376MAC56) to exchange the Outstanding Notes for like principal
amount of its $165 million principal amount Floating Rate Senior
Notes due 2013 and its $200 million principal amount 11.875%
Senior Subordinated Notes due 2014, which have been registered
under the Securities Act of 1933, as amended.

The Outstanding Notes were sold in a private placement by the
company, which was completed in November 2006.  The company was
required to carry out the Exchange Offer under the terms of
agreements entered into in the private placement.

The Exchange Offer is scheduled to expire at 5:00 p.m., New York
City time, on Aug. 15, 2007, unless extended by the company.  The
exchange agent for the exchange offer is The Bank of New York.

Holders of the Outstanding Notes may obtain further information by
calling The Bank of New York at 212-815-5098, or by facsimile at
212-298-1915.

Headquartered in Horsham, Pennsylvania, NCO Group Inc. --
http://www.ncogroup.com/-- provides business process outsourcing
services including accounts receivable management, customer
relationship management and other services.  NCO provides services
through over 100 offices in the United States, Canada, the United
Kingdom, Australia, India, the Philippines, the Caribbean and
Panama.

                          *     *     *

NCO Group carries Moody's Investor Service's B2 long term
corporate family rating and probability of default rating.  The
outlook is stable.

The company also carries Standard & Poor's B+ long term foreign
and local issuer credit rating.


NORMAN MOULDEN: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Norman R. Moulden
        fdba Moulden Construction
        P.O. Box 2906
        Fayetteville, AR 72702

Bankruptcy Case No.: 07-72169

Chapter 11 Petition Date: July 15, 2007

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: $5,627,504

Total Debts:  $12,550,510

Debtor's 18 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
A.N.B. Financial            value of security:      $1,948,151
P.O. Box 699                $2,019,750
Bentonville, AR 72712

Metropolitan National Bank  value of security:      $1,947,293
4033 North Shiloh Drive     $2,000,107
Fayetteville, AR 72703

Metropolitan National Bank  value of security:        $525,000
425 West Capitol Avenue     $1,500,000
Little Rock, AR 72201

Anderson Heating &                                     $63,720
Airconditioning

Hajoca Corp.                                           $49,994

Pine Creek Lumber                                      $43,940

Lowe's                                                 $26,954

A.P.A.C.-Arkansas                                      $26,846

J.L. Bryson, Inc.           value of security:         $17,641
                            $1,500,000

Wholesale Overhead Door,                               $12,150
L.L.C.

The Bank of Fayetteville,   value of security:          $8,000
N.A.                        $400,000

Lowell Quarry-The Rogers                                $4,509
Group

E.N.C.O. Materials                                      $3,559

VISA                                                    $3,294

Carl's Glass Shop                                       $2,944

A.N.B. Financial                                        $2,500
Springdale, AR 72762

Sod Store                                               $2,500

Premium Financing                                         $664
Specialists


NORTH PHOENIX: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: North Phoenix Orthopedic Surgeons, Ltd.
        9225 North 3rd Street, Suite 203
        Phoenix, AZ 85020

Bankruptcy Case No.: 07-03404

Type of business: The Debtor provides arthroscopic surgery, joint
                  replacement, knee surgery or replacement,
                  non-surgical treatments, orthopedic surgery,
                  reconstructive surgery and sports medicine
                  services.

Chapter 11 Petition Date: July 18, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Carolyn J. Johnsen, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5911
                  Fax: (602) 495-2696

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NYLSTAR INC: Can Use Bear Stearns' Cash Collateral
--------------------------------------------------
The Honorable William E. Anderson of the U.S. Bankruptcy Court for
the Western District of Virginia gave Nylstar Inc. permission to
use Bear Stearns Investment Products Inc.'s cash collateral.

Specifically, the Debtor intends to use Bear Stearns' cash
collateral to pay certain prepetition operating expenses,
including, among other things:

   a. payments to suppliers for goods ordered but not yet received
      before the Debtor's bankruptcy filing, to ensure an
      uninterrupted supply of inventory; and

   b. payments of prepetition salaries wages and benefits to and
      processing and payment of prepetition workers' compensation
      claims of the Debtor's employees.

The Debtor tells the Court that it doest not have available
sources of capital to carry on the operation of its business
without the use of cash collateral.  Additionally, the Debtor's
ability to maintain business relationships with its customers
and supplier is essential to its continued viability.

As adequate protection, the Debtor granted Bear Stearns
replacement first priority security interest and lien upon
postpetition accounts and proceeds.

The Debtor reminds the Court that Bear Stearns holds a majority of
Nylstar Inc. and its subsidiary, Nylstar N.V.'s non-U.S. debt at
present.

Headquartered in Ridgeway, Virginia, Nylstar Inc.
-- http://www.nylstar.com/-- manufactures nylon fibers.  The
company filed for Chapter 11 protection on July 5, 2007 (Bankr.
W.D. Va. Case No.: 07-61227).  Richard C. Maxwell, Esq., at
Woods, Rogers & Hazlegrove, P.L.C., represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtor filed for bankruptcy, its listed estimated assets and debts
between $50 million and $100 million.


NYLSTAR INC: Section 341(a) Creditors Meeting Set on August 1
-------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a hearing of creditors
of Nylstar Inc., on Aug. 1, 2007, at 10:00 a.m., at 210 First
Street, First Campbell Square, Room 120 in Roanoke, Virginia.

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

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

Headquartered in Ridgeway, Virginia, Nylstar Inc.
-- http://www.nylstar.com/-- manufactures nylon fibers.  The
company filed for Chapter 11 protection on July 5, 2007 (Bankr.
W.D. Va. Case No.: 07-61227).  Richard C. Maxwell, Esq., at
Woods, Rogers & Hazlegrove, P.L.C., represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date on this case.  When the
Debtor filed for bankruptcy, its listed estimated assets and debts
between $50 million and $100 million.


OASYS MOBILE: Files for Chapter 11 Protection in Delaware
---------------------------------------------------------
Oasys Mobile, Inc., said that to support its ongoing efforts to
evolve its business model, it filed Wednesday a voluntary petition
under Chapter 11 of the U.S. Bankruptcy Code with the United
States Bankruptcy Court for the District of Delaware.

Oasys Mobile has taken this action after determining that Chapter
11 reorganization is in the best long-term interests of the
Company, its employees, customers, creditors, business partners
and other stakeholders.

The timing of the filing was precipitated by the company's
inability to pay Senior Secured Debentures held by LAP Summus
Holdings, LLC, an affiliate of Associated Partners, LP and RHP
Master Fund, Ltd., an affiliate of Rock Hill Partners, in the
principal amount of $8 million which became due on June 30, 2007.

Along with the Voluntary Petition, Oasys Mobile has filed a Plan
of Reorganization that was negotiated with AP and RHP.  Pursuant
to the Plan, AP and RHP, the existing senior secured creditors,
will exchange their secured claims for substantially all of the
equity in Oasys Mobile upon its emergence from Chapter 11.  Under
the Plan, the current shares in the Company will be cancelled, and
Oasys Mobile's stockholders and certain unsecured creditors will
be given an interest in a trust, which will be funded by the
reorganized Company in the event that certain milestones are
reached after the conclusion of the case.

The senior secured creditors have also agreed to provide the
Company with a post-petition credit facility to fund the company's
operations through confirmation of the Plan.  The company, with
the support of its senior secured creditors, expects to reorganize
and exit Chapter 11 as soon as October 2007.

Oasys Mobile, through a first day motion, will seek immediate
authority to draw down on the post-petition credit facility for,
among other things, operational needs.  Oasys Mobile intends to
use the post-petition liquidity to pay employee salaries and
benefits, license royalties, post-petition invoices of suppliers
and vendors, and to fund other general corporate purposes.

Oasys Mobile expects to continue normal business operations today
and throughout the reorganization process.  Specifically, it
expects to:

    -- Continue business as usual;

    -- Pay all royalties pursuant to the Company's existing
       license agreements (pre-petition and post-petition) and
       contractual obligations, including those of game developers
       and certain other service providers (pre-petition and post-
       petition)

    -- Pay vendors, suppliers and other business partners for
       goods and services provided or incurred post-petition; and,

    -- Continue to pay employee wages and salaries, offering the
       same medical, dental, life insurance, disability and other
       benefits and to accrue vacation and discretionary time
       without interruption.

"After considering a wide range of alternatives, it became clear
that this course of action was a necessary and responsible step
toward preserving Oasys Mobile's viability as we address our
financial challenges and work to secure our future.  We are very
enthused that AP and RHP have demonstrated their confidence in our
business model and plan by agreeing to support the Company's
business and financial needs going forward, and we are very
excited about the future," said Doug Dyer, CEO of Oasys Mobile.
"I am confident that with our tremendous talent pool, we will
emerge from this process as a stronger, more competitive
organization that is well-positioned to respond to and succeed in
the ever-changing market place.  With our current line-up of
licenses, carrier relationships, and world-class developers, we
are now looking forward to focusing fully on growing the business
and reaching profitability."

Ted Schell, Managing Partner of Associated Partners noted, "With
their products, content partnerships, and distribution
capabilities, we are confident in their business prospects.  The
management team of Oasys Mobile has done a great job of
restructuring and restarting the company over the past several
quarters, and we are confident in their ability to take the
company to profitability and market leadership."

In recent months, Oasys Mobile has undergone a significant
transformation which has resulted in the highest revenue producing
quarters in the company's history.  Management has successfully
re-focused Oasys Mobile towards being a game and application
publisher and away from its previous direct-to-consumer portal
strategy.  As a result, operating expenses and subsequent losses
have been reduced significantly, and product development efforts
have increased along with revenue.  Currently, Oasys Mobile has
over a dozen new and franchise products in development for release
during the remainder of 2007.

The company filed a variety of "first day motions" to assume
intellectual property licenses and game development agreements; to
support its employees, vendors, customers and other stakeholders;
to obtain interim financing authority and maintain existing cash
management programs; to retain legal, financial and other
professionals; to support the Company's reorganization case; and
for other relief.

                   About Associated Partners

Associated Partners is a private investment partnership focusing
on investments in communications, media, Internet and related
technology companies.  Associated is managed by Associated
Partners GP, LP, whose principals have extensive experience
investing in, advising and operating emerging and established
companies in numerous industries, including wireless
communications, wireless data and wireless location systems,
internet, CATV, local telecommunications, power line
communications, and radio.

                       About Oasys Mobile

Oasys Mobile, Inc. -- http://www.oasysmobileinc.com/-- (OTC
BB:OYSM) is a developer, publisher and aggregator of premium
mobile games, mobile media applications and services.  Oasys
Mobile content is distributed through an extensive Carrier network
that accounts for 97% of all wireless subscribers in the US.
Additionally, Oasys Mobile maintains multiple direct and indirect
relationships with international carriers.  Through its white-
label services, Oasys Mobile also helps Carriers and other content
companies expand their customer base by incorporating rich mobile
content into their product and brand offerings.


OASYS MOBILE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Oasys Mobile, Inc.,
        fka Summus, Inc.
        fka Summus, Inc. (USA)
        fka High Speed Net Solutions, Inc.
        5400 Trinity Road, Suite 208
        Raleigh, NC 27607

Bankruptcy Case No.: 07-10961

Type of Business: The Debtor is a developer, publisher and
                  aggregator of premium mobile games, mobile media
                  applications and services.  See
                  http://www.oasysmobileinc.com/

Chapter 11 Petition Date: July 18, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Kurt F. Gwynne
                  Reed Smith LLP
                  1201 Market Street, 15th Floor
                  Wilmington, DE 19801
                  Tel: (302) 778-7550
                  Fax: (302) 778-7575

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Mattel, Inc.                   License Royalties        $468,842
333 Continental Boulevard
El Segundo, CA 90245

Provident Advertising          License Royalties        $168,382
and Marketing, Inc.
107 Hampton Road
Clearwater, FL 33759

Sony BMG Music                 License Royalties        $140,000
Entertainment
550 Madison Avenue
New York, NY
10022-3211

Time, Inc.                     License Royalties        $125,000

Phil Hellmuth                  License Royalties        $111,252
Productions LLC

Pulse                          License Royalties        $108,467
Entertainment, Inc.

2ThumbZ                        License Royalties        $100,530
Entertainment, Inc.

PlusStation, LLC               Development               $77,500

Fuji Photo Film                License Royalties         $69,768
USA, Inc.

Zingy                          License Royalties         $64,988

ZIO Entertainment, Inc.        License Royalties         $58,058

Mobile Streams                 License Royalties         $53,830

The Orchard                    License Royalties         $51,928

Andrew Fox                     Severance                 $49,789

Blue Heat Games, Inc.          Development               $39,500
                               Milestone Payment
The Concept Studio             Marketing Services        $36,990

Dow Jones & Company, Inc.      License Royalties         $34,841

SmartPhones Technologies       License Royalties         $31,906

VACO Raleigh, LLC              Recruiting Services       $31,100

9 Squared Inc.                 License Royalties         $27,760


OMNITECH CONSULTANT: Discloses Resignation of Three Officers
------------------------------------------------------------
The board of directors of Omnitech Consultant Group Inc., aka
Groupe Conseil Omnitech Inc., disclosed the resignations of:

    * Mrs. Madeleine Chenette for lack of time to devote to GCO
      due to her business activities;

    * Mr. Andre Thompson for health reasons; and

    * Mr. Francois Gilbert.

The board of directors wishes to thank them for their
collaboration of the past weeks.

GCO's directors and officers are presently the object of a
Management CTO prohibiting them to trade GCO securities.  A
request to this effect has been filed to the regulatory
authorities when it became apparent that GCO would not be able to
file its year end audited financial statements, subsequent
quarterly unaudited financial statements and their related.

                     About Omnitech Consultant

Omnitech Consultant Group Inc., aka Groupe Conseil Omnitech Inc.
(TSX VENTURE: GCO), offers solutions as a one-stop-shop in
engineering, information technology and systems maintenance.  GCO
integrates new technologies or optimizes existing systems by
applying cutting-edge expertise currently used in the best
practices.  GCO and its subsidiaries filed for creditor protection
in accordance with the provisions of the Bankruptcy and Insolvency
Act on Oct. 31, 2006.  PricewaterhouseCoopers Inc. has been
retained as trustee.


PARAMOUNT RESOURCES: S&P Lifts Corp. Credit Rating to B from CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Calgary, Alberta-based Paramount Resources Ltd.
to 'B' from 'CCC+', and its senior unsecured debt rating to 'B'
from 'CCC'.  The move followed the sales of both its shares in
North American Oil Sands Corp., and its Surmont property, as well
as the prepayment of its $150 million term loan B.  At the same
time, S&P removed all ratings from CreditWatch with positive
implications, where they were placed April 27, 2007.  The outlook
is stable.

"With the completion of the sales of its investment in NAOSC and
its Surmont property, Paramount has significantly reduced its debt
levels, which means a marked improvement to the company's
financial risk profile," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "Furthermore, in addition to the improvement in
its capital structure, Paramount's liquidity and financial
flexibility have improved dramatically, as a result of its large
cash balance and full availability on its bank facilities,"
Ms. Koutsoukis added.

Paramount is a regional exploration and production company
operating primarily in the Western Canadian Sedimentary Basin,
specifically in Alberta, British Columbia, and the Northwest
Territories.  The company's reserves and production mix are
weighted toward natural gas, which accounts for more than 80% of
the company's gross proven reserves and approximately 80% of its
production.  Paramount also owns and operates production
facilities and processing infrastructure in its four core
operating regions.

The stable outlook reflects Standard & Poor's expectation that
Paramount will use its strengthened balance sheet and enhanced
liquidity to increase production and operating cash flow, and to
strengthen its production economics, without any material debt-
financed acquisitions or divestiture of producing assets.
Although the company should outspend its internally generated cash
flow as it works to increase its production and reserves, debt
levels should not rise.  A further positive rating action would
depend on Paramount successfully demonstrating internal reserve
and production growth while maintaining and improving a stable,
break-even cost profile.  A negative rating action, which is
unlikely in the near term, could occur if the company cannot
increase production and reserves, and suffers a significant
deterioration in its financial profile.


PAUL SCHWENDENER: Wants Access to LaSalle's Cash Collateral
-----------------------------------------------------------
Paul H. Schwendener Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Northern District of Illinois for
authority to use LaSalle Bank N.A.'s cash collateral.

The Debtors intend to use LaSalle's cash collateral to pay ongoing
operating expenses incurred in the ordinary course of its
business, including, receiver's fee and expenses, maintenance,
taxes and insurance.

Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, says that without the ability to use cash collateral
to pay for postpetition operating expenses, including the
maintenance of the property, the Debtors will be unable to:

   i. collect rents from the Property tenants; and

  ii. obtain unsecured credit in the ordinary course of
      business.

As adequate protection for LaSalle's purported security interest,
the Debtor proposes to:

   a. grant LaSalle a postpetition lien on the Debtors' rents and
      leases to the same extent, and in the same priority as
      LaSalle's prepetition lien;

   b. maintaing current insurance coverage in full force and
      effect on the property and any other of the Debtors' assets
      subject to a lien of LaSalle;

   c. provide LaSalle reasonable access to the property for the
      purpose of inspecting its collateral and reasonable access
      to the Debtors' books and records; and

   d. seek authority for the entry of an order excusing the
      receiver's compliance with the turnover provisions of 11
      U.S.C.  543(a).

The Court will convene a hearing on July 25, 2007 at 10:00 a.m.,
to consider the Debtors' request.

Headquartered in Westmont, Illinois, Paul H. Schwendener Inc. --
http://www.schwendener.com/-- provides construction services and
consultancy.  The company and four affiliates filed for Chapter 11
protection on July 8, 2007 (Bankr. N.D. Ill. Case No. 07-12145).
Allen J. Guon, Esq., Mark L. Radtke, Esq., and Steven B. Towbin,
Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Tow, represent
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed to date on this case.
When the Debtors filed for bankruptcy, its listed estimated assets
and debts between $1 million to $100 million.


PAUL SCHWENDENER: Section 341(a) Creditors Meeting Set on Aug. 22
-----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a hearing of creditors
of Paul H. Schwendener Inc. and its debtor-affiliates, on Aug. 22,
2007, at 1:30 p.m., at 227 West Monroe Street, Room 3330 in
Chicago, Illinois.

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

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

Headquartered in Westmont, Illinois, Paul H. Schwendener Inc. --
http://www.schwendener.com/-- provides construction services and
consultancy.  The company and four affiliates filed for Chapter 11
protection on July 8, 2007 (Bankr. N.D. Ill. Case No. 07-12145).
Allen J. Guon, Esq., Mark L. Radtke, Esq., and Steven B. Towbin,
Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Tow, represent
the Debtors in their restructuring efforts.  No Official Committee
of Unsecured Creditors has been appointed to date on this case.
When the Debtors filed for bankruptcy, its listed estimated assets
and debts between $1 million to $100 million.


PIERRE FOODS: Posts $4.3 Million Net Loss in Quarter Ended June 2
-----------------------------------------------------------------
Pierre Foods Inc. reported net loss for the first quarter of
fiscal 2008 ended June 2, was $4.3 million, compared with a net
income of $680,000 for the first quarter of fiscal 2007.

Net revenues of $157.5 million for its first quarter ended June 2,
2007, versus $105.8 million for its first quarter ended June 3,
2006, an increase of 48.9%.

The increase in net revenues during first quarter fiscal 2008 is
primarily due to sales associated with the company's acquisitions
of Zartic and Clovervale in the prior year, and growth in most of
the Company's end-market segments, offset by decreased sales to
two large National Accounts restaurant chain customers, a change
in sales mix across most of the company's end markets, and net
price decreases to customers.

The company incurred certain costs during first quarter fiscal
2008 in connection with the integration of Zartic that are
primarily one-time in nature.  These costs included storage and
freight expenses, about $500,000, associated with the movement of
inventory to a new warehouse and acquisition related expenses,
about $400,000, associated with personnel reduction.

The company had capital expenditures totaling $2.5 million and
$1.9 million for first quarter fiscal 2008 and first quarter
fiscal 2007, respectively.

                   Balance Sheet and Liquidity

As of June 2, 2007, the company had net cash and cash equivalents
on hand of $200,000 outstanding borrowings under its revolving
credit facility of $9.7 million and borrowing availability of
about $24 million.  Also as of June 2, 2007, the company had
borrowings under its term loan of $227 million and $125 million of
the 9.875% senior notes outstanding that were issued in
conjunction with the acquisition of Pierre.  As of June 2, 2007,
the company is in compliance with all financial covenants.

At June 2, 2007, the company had $603.9 million in total assets,
$458.5 million in total liabilities, resulting in $145.4 million
in total stockholders' equity.

A full-text copy of the company's first quarter 2008 report is
available for free at http://ResearchArchives.com/t/s?21ad

                       About Pierre Foods

Based in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions.  Pierre produces
a complete line of fully cooked beef, pork, poultry, bakery goods
and convenience sandwiches.  The company offers comprehensive food
solutions to its customers, including proprietary product
development, special ingredients and recipes, as well as custom
packaging and marketing programs.

                         *     *     *

Pierre Foods Inc. carries Moody's Investors Service' B1 corporate
family rating and Ba3 bank credit facilities rating.

The company's $125 million senior subordinated notes, maturing
2012 also carries Moody's B3 rating.  The rating outlook is
stable.


PLAINS EXPLORATION: S&P Affirms BB Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co.  The outlook remains stable.  At the
same time, S&P revised the CreditWatch status on the Pogo
Producing Co. 'BB' ratings to negative from developing.  These
rating actions follow yesterday's announcement that PXP has
entered into a definitive agreement to acquire Pogo for
$3.6 billion.  Under the terms of the agreement, Pogo shareholders
will receive 0.682 shares of PXP common stock and $24.88 of cash
per Pogo share.  The transaction remains subject to shareholder
approval.

Pro forma its funding of the Pogo acquisition, Houston, Texas-
based PXP should have $2.8 billion to $3 billion in total debt.

"The affirmation of the PXP ratings reflects the significant (55%-
60%) equity component of the proposed transaction financing," said
Standard & Poor's credit analyst Jeffrey Morrison.  "In addition,
PXP's business risk profile should benefit from additional onshore
reserve scale and added basin diversity."  Pro forma the
acquisition, PXP will have 635 million barrels of oil equivalent
of proved reserves.  The Pogo properties are located in the
Permian Basin, the Texas Panhandle, the Gulf Coast, the Madden
Field in Wyoming, and the San Juan Basin.

"The CreditWatch listing on Pogo reflects the potential for
Standard & Poor's to lower the ratings in the event that the PXP
acquisition does not proceed," Mr. Morrison said.  Following the
sale of its Canadian assets, Pogo has a greatly reduced reserve
and production base, and uncertainty remains regarding the
company's strategic options in the event that the PXP deal does
not proceed.  At the close of the PXP transaction, S&P expect to
equalize the ratings on Pogo's remaining debt with those on PXP.


RICHARD FLETCHER: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard Willard Fletcher
        P.O. Box 650
        Littlerock, CA 93543

Bankruptcy Case No.: 07-12182

Chapter 11 Petition Date: June 28, 2007

Court: Central District Of California

Judge: Maureen Tighe

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Boulevard, Suite 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Nine Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
A.S.C.                      real estate             $3,421,183
P.O. Box 10388
Des Moines, IA
50306-0388

E.M.C. Mortgage             conventional real         $297,106
800 State Highway 121 By    estate mortgage
Lewisville, TX 75067

Wells Fargo Bank, N.A.      home equity line          $110,000
7000 Vista Drive            of credit
West Des Moines, IA
50266

First National Bank         purchases                  $12,736

American Express                                       $13,000

N.C.O. Financial Systems,   credit card                $13,000
A.M.E.X.

F.N.B. Omaha                credit card                $12,998

Lockheed Federal Credit     credit card                 $5,761
Union

                                                        $6,000

Citibank                    credit card                 $4,073


SALOMON BROS: S&P Affirms BB Rating on 1998-AQ1 Class B-2 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
M-1 and M-2 mortgage pass-through certificates from Salomon Bros.
Mortgage Securities VII Inc.'s series 2001-2.  At the same time,
S&P affirmed its 'BB' rating on class B-2 from series 1998-AQ1 and
removed it from CreditWatch, where it was placed with negative
implications on May 24, 2007.  Concurrently, S&P affirmed its
ratings on 73 classes from 24 Salomon Bros. Mortgage Securities
VII Inc. transactions.

The raised ratings reflect:

     -- An increase in the actual credit support percentages to
        more than 3x the credit support associated with the higher
        rating levels;

     -- A steadying in the delinquency pipeline, which has reduced
        the potential stress on credit support;

     -- Significant home price appreciation based on seasoning of
        the transactions; and

     -- The shifting interest feature of the transactions, which
        has led to higher excess spread.

As of the June 25, 2007, distribution date, the pool had paid down
to less than 22% of its original issuance amount.  Total
delinquencies were 56.70% of the current pool balance, while
cumulative realized losses were 4.04% of the original pool
balance.

The removal of class B-2 (series 1998-AQ1) from CreditWatch
negative stems from a decrease in monthly losses and an increase
in credit enhancement since the rating was placed on CreditWatch
in May.  Total delinquencies were 13.36% of the current pool
balance, while cumulative realized losses totaled 3.77% of the
original pool balance.

The affirmations are based on actual and projected credit support
percentages that are sufficient to maintain the current ratings.
Additionally, four of the transactions have paid down completely.
Total delinquencies for these transactions range from 0.00% to
31.35% of the current pool balances.  Cumulative realized losses
range from 0.00% to 5.25% of the original pool balances.

The collateral supporting the transactions with AQ, LB, and NC
suffixes consists of subprime and reperforming mortgage loans,
while the collateral for series 2001-2 consists of nonperforming
mortgage loans.  The collateral for the remaining transactions
consists of prime jumbo mortgage loans.

Subordination provides credit support for the prime jumbo
transactions; the remaining transactions utilize
overcollateralization, excess spread, and subordination.


                         Ratings Raised

           Salomon Bros. Mortgage Securities VII Inc.
               Mortgage pass-through certificates

                                     Rating
                                     ------
              Series    Class   To            From
              ------    -----   --            -----
              2001-2    M-1     AAA           AA
              2001-2    M-2     AA            A

     Rating Affirmed and Removed from Creditwatch Negative

           Salomon Bros. Mortgage Securities VII Inc.
               Mortgage pass-through certificates

                                        Rating
                                        ------
            Series     Class         To        From
            ------     -----         --        ----
            1998-AQ1   B-2           BB        BB/Watch Neg

                       Ratings Affirmed

          Salomon Bros. Mortgage Securities VII Inc.
              Mortgage pass-through certificates

       Series     Class                            Rating
       ------     -----                            ------
       1992-6     A-1, A-2                         AAA
       1992-6     M                                AA+
       1993-1     G, H-Z, PO, XS, M                AAA
       1993-7     A                                AA+
       1993-9     A-2, B-1, B-2                    AAA
       1993-9     B-3                              AA
       1993-9     B-4                              BBB+
       1993-9     B-5                              B
       1994-1     B-1, B-2                         AAA
       1994-5     B-1, B-2                         AAA
       1994-11    A, IO, PO                        AAA
       1994-19    A                                AAA
       1994-20    A                                AAA
       1994-4A    A                                AAA
       1996-5     A                                AAA
       1997-LB6   A-5, A-6, XS, B-1, B-2           AAA
       1997-LB6   B-3                              BBB
       1997-NC5   M-1                              AAA
       1998-AQ1   A-5, A-6, A-7, XS-N, XS-T        AAA
       1998-AQ1   B-1                              AA
       1998-NC1   A, M-1                           AAA
       1998-NC3   A-5, A-6                         AAA
       1998-NC3   M-1                              AA
       1998-NC3   M-2                              A
       1998-NC4   M-2                              A
       1998-NC7   A-6, A-7                         AAA
       1999-2     A1-4, A1-6, A2, IO, PO           AAA
       2000-1     A-1, A-2, IO, PO, B-1, B-2, B-3  AAA
       2000-UP1   A-1, A-2                         AAA
       2001-2     M-3                              BBB
       2003-1     A-1, A-2, S, IO, PO              AAA
       2003-1     B-1                              A
       2003-UP1   A, M-1                           AAA
       2003-UP1   M-2                              AA
       2003-UP1   M-3                              A+


SANITEC INDUSTRIES: Section 341(a) Meeting Scheduled on August 14
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a hearing of creditors
of Sanitec Industries Inc., on Aug. 14, 2007, at 9:00 a.m., at
21051 Warner Center Lane, Room 105 in Woodland, California.

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

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

Headquartered in Sun Valley, California, Sanitec Industries Inc.
-- http://www.sanitecindustries.com/-- is the global patent
holder for the Sanitec(R) Microwave Healthcare Waste Disinfection
System(TM).  The company's facilities that are operating both at
hospitals and at regional waste treatment centers in the United
States and in six foreign countries (Brazil, England, Canada,
Japan, Korea, and Saudi Arabia), process infectious medical waste.

The company filed for Chapter 11 protection on July 5, 2007
(Bankr. C.D. Calif. Case No. 07-12307).  Jeffry A. Davis, Esq., in
San Diego, California, represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed to date in this case.  When the Debtor filed for
bankruptcy, its listed estimated assets and debts between
$1 million and $100 million.


SARFRAZ MALIK: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sarfraz Ahmed Malik
        12211 Garrison Forest Road
        Owings Mills, MD 21117

Bankruptcy Case No.: 07-15813

Chapter 11 Petition Date: June 26, 2007

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman,P.C.
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: (410) 415-0744

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Central Mortgage Co.                                $1,023,620
801 John Barrow Suite 1
Little Rock, AR 72205

Ocwen Federal                                         $191,456
12650 Ingenuity Drive
Attention: Research Dept.
Orlando, FL 32826

Wachovia                    credit line                $16,122
Bankcard Services
P.O. Box 15153
Wilmington, DE 19886-5153

                            overdrawn account           $1,400

State Farm Bank             collection account          $9,300

George A. Falter            business debt               $6,783

Bank of America             credit card                 $5,450
                            purchases

Washington Mutual           credit card                 $5,000
                            purchases

B.G.&E.                     utility                     $4,000

Discover                    credit card                 $3,200
                            purchases

Citibank                    credit card                 $2,300
                            purchases

Capital One                 credit card                 $1,300
                            purchases


SHAW COMMS: Earnings Down to $91.7 Million in Quarter Ended May 31
------------------------------------------------------------------
Shaw Communications Inc. reported net income of $91.7 million for
the third quarter ended May 31, 2007, compared to $126.4 million
for the same quarter last year.  Net income for the first nine
months of the year was $252.5 million, compared to $247.9 million
last year. The current and comparable three and nine month periods
included non-operating items which are more fully detailed in
Management's Discussions and Analysis.  These included a gain on
the sale of a portfolio investment in the third quarter of 2006 as
well as tax recoveries related to reductions in enacted income tax
rates in each the first and third quarters of last year.

Consolidated service revenue improved 12.1% and 12.7%, for the
three and nine month periods ended May 31, 2007, over the
comparable periods last year to $702.2 million and $2.06 billion,
respectively.

Total service operating income before amortization of
$310.7 million and $913.6 million increased by 11.2% and 13.8%
respectively, over the same periods.  Funds flow from operations
increased to $259.5 million for the quarter and $755.8 million for
the year-to-date compared to $221.1 million and $626.6 million in
the same periods last year.

                        Financial Position

Total assets at May 31, 2007, were $7.9 billion, compared to
$7.5 billion at Aug. 31, 2006.  Total liabilities at May 31, 2007,
were $5.9 billion and total stockholders' equity at May 31, 2007,
stood at $2 billion.

Current assets increased by $231.8 million due to increases in
cash of $211 million, accounts receivable of $12.8 million and
inventory of $6.3 million.  Cash increased as a portion of the
proceeds from the $400 million senior unsecured notes on March 2,
2007, was invested in short term deposits pending the repayment of
maturing debt later in the calendar year.

Current liabilities decreased by $53.3 million due to decreases in
bank indebtedness of $20.4 million and accounts payable of
$43.9 million, both of which were partially offset by an increase
in unearned revenue of $9.6 million.

On March 2, 2007, the company closed a $400 million offering of
5.7% senior notes due March 2, 2017.  The net proceeds were used
for debt repayment, working capital and general corporate
purposes.

Total long-term debt increased by $85.2 million as a result of
the issuance of $400 million senior unsecured notes, partially
offset by repayment of bank borrowings and partnership debt of
$280.3 million and a decrease of $34.5 million relating to the
translation of hedged US denominated debt.

At May 31, 2007, Shaw had access to $1 billion of available credit
facilities.

                  Dividend Rate and Stock Split

The company's board of directors approved an increase in the
equivalent annual dividend rate to $1.32 on Shaw's Class B Non-
Voting Participating shares and $1.315 on Shaw's Class A
Participating shares.  The 18% increase represents an annual
dividend amount of $285 million.  This new rate will be effective
starting with the monthly dividend paid on Sept. 27, 2007.

On July 10, 2007 shareholders approved the proposed two-for-one
stock split of the company's outstanding Class A Participating
Shares and Class B Non-Voting Participating Shares.  The split
will be effective as of the close of business on July 30, 2007.
After giving effect to the two-for-one stock split and the
dividend increase, the equivalent annual dividend rate will be
$0.66 on Shaw's Class B Non-Voting Participating shares and
$0.6575 on Shaw's Class A Participating shares which represents a
yield of over 2.5%.

                        Management Comments

Commenting on the results, chief executive officer Jim Shaw said,
"This quarter we continued to see solid operational and financial
results due to the efforts of our strong management team and over
9,000 employees.  Customer gains were posted across all products
and we delivered solid growth in revenue and service operating
income before amortization."

"Customers are pleased with the range and quality of telephone
services we offer and we continue to see strong demand for our
Digital Phone products," said Jim Shaw.  "In just over two years
since our first launch, penetration of Digital Phone lines now
stands at 20% of basic customers who have the service available to
them.  Its strength, the growth of other products and continued
pricing power have contributed to increase Shaw's overall
consolidated revenues and service operating income before
amortization by almost 25% over the last two years."

Mr. Shaw said: "As a result of our performance for the first nine
months of the year, free cash flow remains on track to exceed
$310 million, which is in line with our guidance and plan to
accelerate certain capital spending in the final quarter of fiscal
2007 in order to continue to meet customer demand and our high
standards for service delivery.  In fiscal 2008 we will continue
to invest to ensure our network will support and maintain our
leading broadband business, grow telephony products and provide
next generation services for our customers.  We will also continue
a number of multi-year projects currently underway related to
facilities expansion and a new customer management and billing
system.  Our preliminary view for fiscal 2008 calls for capital
investment to range from $640 [million] - $670 million.
Consistent with previous years, we plan to provide specific
guidance on service operating income before amortization and free
cash flow when we release our 2007 year-end results."

In closing, Mr. Shaw summarized: "As the market for communication
and entertainment services becomes more competitive, we continue
to drive growth in the business, strengthen our financial position
and deliver solid returns to our shareholders.  This is done
through our focus on the customer, the capabilities of our
network, our consistent enhancements to products and new
offerings.  Through the last quarter of this year, we will
continue this focus to achieve our free cash flow objective."

                    About Shaw Communications

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a cable and satellite operator
headquartered in Calgary, Alberta, Canada.  It provides broadband
cable television, High-Speed Internet, Digital Phone,
telecommunications services through Shaw Business Solutions and
satellite direct-to-home services through Star Choice to
customers.  Shaw is traded on the Toronto and New York stock
exchanges and is included in the S&P/TSX 60 Index.

                          *     *     *

As reported in the Troubled Company Reporter on March 2, 2007,
Moody's Investors Service assigned the existing Ba1 senior
unsecured rating of Shaw Communications Inc. to the company's
CDN$400 million notes offering, proceeds of which are to be
used for debt repayment and general corporate purposes.


SHAW GROUP: Secures $1.29 Billion EPC Contract from Duke Energy
---------------------------------------------------------------
The Shaw Group Inc. has been awarded an engineering, procurement
and construction contract by Duke Energy Carolinas, LLC, a unit of
Duke Energy, as part of the Cliffside modernization project, to
build a new 800-megawatt supercritical coal-fired electric
generating plant and a flue gas desulfurization system at Duke's
existing Cliffside Steam Station in Rutherford and Cleveland
counties, North Carolina.  Supercritical clean coal technology
allows for exceptional operational reliability, efficiency and
fuel flexibility, thereby providing an economic and environmental
benefit.  The state-of-the-art FGD system, to be built at Unit 5
of the existing Cliffside Steam Station, will be shared with the
new 800-megawatt supercritical unit.  The value of Shaw's EPC
contract is valued at approximately $1.29 billion.

"We are excited to continue support Duke's clean energy expansion
strategy with this significant EPC contract," J.M. Bernhard, Jr.,
chairman, president and chief executive officer of Shaw, said.
"The supercritical pulverized clean coal technology is more
advanced and efficient than conventional coal combustion
technologies currently in operation and we are ready to deliver
this important generating facility and air quality control system
for our longtime client."

                   About Duke Energy Corp.

Headquartered in Charlotte, North Carolina, Duke Energy Corp.
(NYSE:DUK) -- http://www.duke-energy.com/-- is an electric and
natural gas company.

                       About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SHEPARD JOHNSON: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shepard Johnson
        dba SMJ Management
        Monte Johnson
        dba SMJ Management
        P.O. Box 1307
        Roseville, CA 95678

Bankruptcy Case No.: 07-25104

Type of business: The Debtor provides management services.

Chapter 11 Petition Date: July 3, 2007

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: David M. Meegan, Esq.
                  1545 River Park Drive, Suite 550
                  Sacramento, CA 95815-4615
                  Tel: (916) 925-1800

Total Assets: $6,123,375

Total Debts:  $18,682,376

Debtor's 17 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Affinity Bank               bank loan               $4,000,000
101 South Chestnut Street
Ventura, CA 93001

All California Funding      bank loan               $3,900,000
14958 Ventura Boulevard,
2nd Floor
Sherman Oaks, CA 91403

Integrated Financial        bank loan               $2,760,000
Associates, Inc.
2810 West Charleston
Boulevard, Suite 77
Las Vegas, NV 89102

Pacific Funding             bank loan                 $740,000
7419 Greenbush Avenue
North Hollywood, CA 91605

Laurence and Carol          loan                      $650,000
Canfield
855 Eagle Ridge Circle
Folsom, CA 95630

Grand Pacific Financing     bank loan                 $600,000
Corp.
1255 Corporate Center
Drive, PH10
Monterey Park, CA 91754

Russell Carlson             judgment lien             $388,613
c/o James Bridgman
220 Montgomery Street,
Suite 1009
San Francisco, CA 94104

Howard Hansen               legal services            $268,218
435 Camino Al Barranco
Watsonville, CA 95076

Montez Glass Inc.           trade debt                $247,743

Capital City Drywall        trade debt                $106,750

Wilmor & Sons Plumbing      trade debt                $105,545

William & Janet             loan                      $100,000
Youngbluth

John Montague               legal services             $96,358

Vision Plastering           trade debt                 $94,908

Martucci & Martucci         legal services             $87,000

Beutler Corp.               trade debt                 $86,965

Homes By John E.            mechanic's lien            $69,333
Johnson, Inc.


SOBEYS INC: Thrifty Foods Deal Cues S&P to Retain Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Stellarton, Nova Scotia-based Sobeys Inc. on CreditWatch with
negative implications after the company announced that it has
entered into an agreement with British Colombia-based Thrifty
Foods Inc. to acquire the business for CDN $260 million.  The
ratings were placed on CreditWatch April 27, 2007, following
Empire Co. Ltd.'s offer to purchase all of Sobeys' common shares
outstanding that it did not own (27.9 %).  This transaction was
completed on June 15, 2007.

"The proposed acquisition would expand Sobeys' geographic
footprint in western Canada by adding 20 supermarkets, a
distribution center, and a wholesale division in B.C.," said
Standard & Poor's credit analyst Maude Tremblay.  "If the
acquisition is debt-financed, it would lead to a modest
deterioration in credit metrics," Ms. Tremblay added.

S&P expect Sobeys to make a C$300 million dividend to Empire this
month.  Empire will use the proceeds from the dividend to repay
debt outstanding at Empire.

Sobeys' credit metrics should weaken following the dividend
payment and completion of the proposed Thrifty Foods acquisition
because of higher debt levels.  The adjusted debt-to-EBITDA ratio
was 3.4x at fiscal year-end 2007.

To resolve the CreditWatch listing, Standard & Poor's will review
Sobeys' financing plan for the Thrifty Foods acquisition as well
as complete its evaluation of Empire to assess the ultimate impact
on Sobeys.


STERICYCLE INC: S&P Withdraws BB+ Rating at Company's Request
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on Lake Forest, Illinois-based Stericycle Inc. at
the company's request.


STEVE SUTHERLAND: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Steve Sutherland D.D.S., P.A.
        8845 Hawbuck
        New Port Richey, FL 34655

Bankruptcy Case No.: 07-05856

Chapter 11 Petition Date: July 9, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Sheila D. Norman, Esq.
                  Norman and Bullington, P.A.
                  1905 West Kennedy Boulevard
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800

Total Assets: $1,067,705

Total Debts:  $2,301,426

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
U.S.X.L. Leasing            Lumenis One               $476,455
10 Waterview Boulevard      $50,000; Lightsheer
Parsippany, NJ 07054        $30,000' Encore
                            CO2 $50,000; Aluma
                            System $30,000;
                            Visa $5,000; value
                            of security:
                            $165,000

SunTrust Bank               commercial                $350,600
17802 North Dale Mabry      properties; value
Highway                     of security:
Lutz, FL 33548              $800,000; value of
                            senior lien:
                            $774,800

B.B.&T.                     Luxar dental laser;       $280,000
P.O. Box 850155             value of security:
Charlotte, NC 28258         $6,000

Bankers Choice Health       miscellaneous             $162,332
Leasing                     medical and office
                            equipment; value of
                            security: $85,000

H.P.S.C., Inc.              alleged blanket            $81,000
                            lien

Citibank Citicards          credit line                $49,606

I.R.S.                                                 $17,000

Advanta                                                $15,826
Philadelphia, PA

Advanta Card Services       credit card                $14,795

Advanta                     credit card                $14,416
Salt Lake City, UT

C.B.S. Outdoor                                         $13,500

SunTrust Bank               credit card                 $8,679
Baltimore, MD

Noberl Biocare U.S.A.,      Nobel Replace               $8,233
L.L.C.                      Tapered Surgery
                            Kit, drills; value
                            of security:
                            $500

SunTrust Business Card      credit card                 $7,246

David Kenneth Stevens                                   $5,000

Idearc Media Corp.                                      $4,894

Henry Schein, Inc.                                      $4,736

Kehoe & DeWeerd                                         $3,250

P.S.S.-St. Petersburg                                   $2,253


STONERIDGE INC: Improved Profitability Cues S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Stoneridge Inc. and revised the outlook to
positive from negative.  At the same time, Standard & Poor's
assigned its bank loan and recovery ratings to Stoneridge's
proposed $200 million senior secured term loan due 2014.  The bank
loan is rated 'B+', the same as the corporate credit rating, with
a recovery rating of '4', indicating that lenders can expect
average (30% to 50%) recovery in the event of a payment default.

"The outlook revision reflects Stoneridge's improving operating
profitability, improved liquidity, and prospects for sustainable
double-digit EBITDA margins and free cash flow generation
beginning in 2008 and 2009," said Standard & Poor's credit analyst
Nancy Messer.  The ratings continue to reflect the company's
substantial leverage and the risks of continuing weak near-term
automotive production volumes.  Proceeds from the proposed term
loan, combined with cash on hand, will be used to redeem
Stoneridge's $200 million, 11.5% unsecured notes.  The company
will also refinance its existing $100 million revolving credit
facility with a new ABL revolving credit commitment expiring 2012.
S&P expect to withdraw the ratings on the $100 million revolving
line due 2008 and its $200 million unsecured notes when the
proposed refinancing closes.

Warren, Ohio-based Stoneridge makes electrical and electronic
components and systems for the light- and commercial-vehicle
markets in the U.S. (76% of sales) and the rest of the world
(24%).  Its products work with the vehicle's mechanical and
electrical systems to activate equipment or to display and monitor
vehicle performance.

The ratings on Stoneridge reflect its vulnerable business profile
and aggressive financial risk profile, which are mitigated by its
diversified revenue base, the absence of near-term maturities, and
reasonable prospects for a return to consistent free cash flow
generation in the near term.  Pro forma for the proposed
transaction, the company had total balance sheet debt of
$200 million at March 31, 2007.

The outlook is positive and reflects our expectations for improved
credit measures in the next two years as a result of ongoing
efforts to improve operations and return on assets through
improved working capital management and focused capital
investments.  The ratings could be raised if the company's
successful implementation of these initiatives produces higher,
sustainable earnings and cash flow combined with lower leverage.
S&P could revise the outlook to stable or negative if progress
toward achievement of these objectives wanes, if automotive
industry conditions worsen, if the commercial-vehicle market
downturn is more prolonged than currently expected, or if the
company undertakes an ambitious acquisition before it is able to
improve the capital structure.


SYMBION INC: S&P Junks Rating on Proposed $175MM PIK Toggle Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Nashville, Tennessee-based Symbion Inc.  The
rating outlook is stable.

At the same time, Standard & Poor's assigned its loan and recovery
ratings to Symbion's proposed $350 million senior secured credit
facility.  The credit facility is rated 'B' with a recovery rating
of '3', indicating the expectation of meaningful (50%-70%)
recovery in the event of a payment default.  In addition, Standard
& Poor's assigned its 'CCC+' rating to the company's $175 million
proposed senior unsecured PIK toggle notes due in 2015.

"The stable outlook," said Standard & Poor's credit analyst
David P. Peknay, "reflects our belief that Symbion will continue
to have success with its growth strategy and cope with its large
financial burden."  Indeed, we expect that these efforts will help
boost its operating performance and improve its currently weak
financial risk profile to be more consistent with the rating.


SYMBOL MERGER: Moody's Assigns Corporate Family Rating at B2
------------------------------------------------------------
Moody's Investors Service assigned ratings to Symbol Merger Sub,
Inc. in connection with the pending leveraged buyout of Symbion,
Inc.

On April 24, 2007 Symbion entered into an Agreement and Plan of
Merger with Symbol Acquisition, L.L.C. and Symbol.  Parent and
Symbol are affiliates of the private equity firm, Crestview
Partners, L.P.  The total transaction value is estimated at
$647 million.  Pursuant to the agreement, Symbol, a newly formed
special-purpose subsidiary owned by Crestview, its co-investors
and a group of senior managers of Symbion, will merge with and
into Symbion.

Moody's assigned these proposed ratings:

-- $75 million senior secured revolver due 2013, rated Ba3 (LGD2,
    29%)

-- $250 million senior secured term loan B due 2014, rated Ba3
    (LGD2, 29%)

-- $25 million senior secured delayed draw term loan due 2014,
    rated Ba3 (LGD2, 29%)

-- $175 million unsecured toggle notes due 2015, rated Caa1
    (LGD5, 84%)

-- Corporate Family Rating, rated B2 (Corporate Family rating has
    been temporarily assigned to Symbol Merger Sub, Inc.; after
    the merger is completed, this rating will be assigned to
    Symbion, Inc.)

-- Probability of Default Rating, rated B2

-- Speculative Grade Liquidity Rating, SGL-2

The rating outlook is stable.

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

The assignment of a B2 Corporate Family Rating primarily reflects
the following factors: high leverage; weak free cash flow
primarily as a result of expansion projects; and weak interest
coverage.

Factors that serve to mitigate these risks include: a successful
business model that additionally employs a multi-specialty
approach; the company's leading market position in the short-stay,
free-standing surgical center space; a favorable payor and case
mix; low bad debt expense; an experienced, cohesive management
team; strong demographic and industry trends in the outpatient
surgery segment and a solid presence in Certificate of Need states
which affords the company with strong barriers to entry.

The SGL-2 rating reflects the company's good liquidity position
and incorporates Moody's expectation that, over the next twelve
month horizon, Symbion will be able to fund its ordinary working
capital, capital expenditures and other cash requirements through
operating cash flow.  Covenants are anticipated to be set at
levels that allow full access to the revolver.

The stable ratings outlook reflects Moody's expectation that
Symbion will continue to demonstrate high single-digit top-line
revenue growth with organic growth in the range of 3% to 5%, or
better.  In addition to strong same-facility revenue expansion, we
anticipate that Symbion will undertake growth by means of small,
selective acquisition opportunities while focusing on the opening
of three to four de novo centers per year.  The company is
expected to maintain EBITDA margins in excess of 26% or more going
forward (17.5% or better, after minority interest), a level of
profitability that should enable it to rapidly de-lever its
balance sheet in a disciplined manner.

Symbion, Inc., headquartered in Nashville, Tennessee, owns and
operates a network of 46 short-stay surgical facilities and three
hospitals in 23 states.  The company also manages eight short-stay
surgical centers and two physician networks.  Symbion's facilities
primarily provide non-emergency surgical procedures across many
surgical specialties.  For the twelve months ended March 31, 2007,
the company reported revenues of $310 million.


T2 INCOME: S&P Preliminary Rates $12 Million Class E Notes at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to T2 Income Fund CLO I Ltd./T2 Income Fund CLO I LLC's
$249.25 million floating-rate notes due 2019.

The preliminary ratings are based on information as of July 18,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

     -- The expected commensurate level of credit support in the
        form of subordination to be provided by the notes junior
        to the respective classes;

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

     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.


                  Preliminary Ratings Assigned
       T2 Income Fund CLO I Ltd./T2 Income Fund CLO I LLC

         Class                   Rating          Amount
         -----                   ------          ------
         A                       AAA          $176,250,000
         B                       AA            $30,000,000
         C                       A             $22,000,000
         D                       BBB            $9,000,000
         E                       BB            $12,000,000
         Income notes            NR            $59,800,000

                         NR -- Not rated.


TERADYNE INC: Earnings Down to $27.7 Mil. in Quarter Ended July 1
-----------------------------------------------------------------
Teradyne Inc. reported sales of $288.7 million in the second
quarter of 2007 ended July 1, compared with $386.8 million in the
second quarter of 2006.  Net income was $27.7 million in the
second quarter of 2007, compared with $82.4 million in the second
quarter of 2006.  Income from continuing operations was
$27.2 million in the second quarter of 2007.  Bookings for the
second quarter were $307 million.

"Our semiconductor test bookings grew 28% sequentially in the
second quarter, with strong Outsourced Assembly and Test business
driving record FLEX(TM) test platform orders," said Michael
Bradley, Teradyne president and chief executive officer.  "Our
semiconductor test product orders were up 38% over the first
quarter, as we saw demand from a broad range of market segments,
including wireless, automotive and power management devices."

Guidance for the third quarter of 2007 is for sales between
$300 million and $320 million.

During the second quarter of 2007, Teradyne repurchased
1.4 million shares of its common stock for $24 million under its
previously announced Stock Repurchase Program.

At July 1, 2007, the company posted total assets of $1.7 billion,
total liabilities of $319.9 million, resulting in total
stockholders' equity of $1.4 billion.

                          About Teradyne

Teradyne Inc. (NYSE:TER) -- http://www.teradyne.com/-- is a
supplier of Automatic Test Equipment used to test complex
electronics used in the consumer electronics, automotive,
computing, telecommunications, and aerospace and defense
industries.

In 2006, Teradyne had sales of $1.38 billion, and currently
employs about 3,700 people worldwide.  Teradyne(R) is a registered
trademark of Teradyne Inc. in the U.S. and other countries.  All
product names are trademarks of Teradyne Inc.
                           *     *     *

Husky Energy Inc.'s junior subordinated debt carries Moody's
Investors Services Ba1 rating.  Moody's placed the rating on
April 25, 2001 with a stable outlook.


THANG VAN LE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thang Van Le
        6976 74th Street Circle East
        Bradenton, FL 34203

Bankruptcy Case No.: 07-05389

Chapter 11 Petition Date: June 25, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: R. John Cole, II, Esq.
                  46 North Washington Boulevard, Suite 24
                  Sarasota, FL 34236
                  Tel: (941) 365-4055
                  Fax: (941) 365-4219

Total Assets: $3,167,567

Total Debts:  $3,454,836

Debtor's 14 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
World Savings & Loan        lien on properties        $368,481
4101 Wiseman Boulevard,     owned by Thang, Inc.
Suite Mc-t
San Antonio, TX 78251

Worldsavings                lien on condominium        $91,394
794 Davis Court             owned by Thang, Inc.
San Leandro, CA 94577

E.M.C. Mortgage Corp.       real estate; value         $61,657
P.O. Box 293150             of security:
Lewisville, TX              $371,185; value of
75029-3150                  senior lien:
                            $330,164

Chase                       credit card                $27,450

Monogram Bank               credit card                $19,717
North America

Citi                        credit card                $16,331

Bank of America             credit card                 $4,745

Barton Farms Association                                $1,277

Bush Ross                                              unknown

Countrywide                 conventional real          unknown
                            estate mortgage

First Card                  credit card                unknown

Kevin T. Wells, P.A.                                   unknown

Law Office of David J.                                 unknown
Stern

Sooper Cu                   real estate                unknown
                            mortgage without
                            other collateral


THREE ANGELS: Section 341(a) Creditors Meeting Set for August 7
---------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Three Angels-GA, LLC on Aug. 7, 2007, at 10:30 a.m., at Federal
Building, Room G-18, 121 Spring Street in Gainesville, Georgia.

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

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

                       About Three Angels

Three Angels-GA, L.L.C. in Dawsonville, Georgia, filed for Chapter
11 bankruptcy protection on June 9, 2007 (Bankr. N.D. Ga. Case No.
07-21329).  When the Debtor filed for bankruptcy, it listed
estimated assets and debts of $1 million to $100 million.


THREE ANGELS: Wants to Employ Burton & Armstrong as Counsel
-----------------------------------------------------------
Three Angels-GA, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ Burton &
Armstrong, LLP as counsel.

Burton & Armstrong will:

     (a) prepare the Chapter 11 petition, schedules, statement of
         affairs, and other pleadings required by the Bankruptcy
         Code or Bankruptcy Rules;

     (b) counsel Debtor with respect to his powers and duties
         as a debtor in-possession;

     (c) represent the Debtor in administrative or contested
         matters and adversary proceedings in this Court by or
         against the Debtor; and

     (d) Perform all legal services for the Debtor which may be
         necessary in the Bankruptcy Case.

The Debtor will pay Burton & Armstrong at its customary hourly
rates, which is $350 for services of Joseph J. Burton, Jr., $275
for services of Rosemary S. Armstrong, and $85 for paralegals.

The Debtor assures the Court that Burton & Armstrong represents no
interest adverse to the Debtor or the bankruptcy estate and the
law firm's employment would be in the best interest of the estate.

The firm can be reached at:

          Joseph J. Burton, Jr., Esq.
          Burton & Armstrong, L.L.P.
          Two Ravinia Drive, Suite 1750
          Atlanta, Georgia 30346

                       About Three Angels

Three Angels-GA, L.L.C. in Dawsonville, Georgia, filed for Chapter
11 bankruptcy protection on June 9, 2007 (Bankr. N.D. Ga. Case No.
07-21329).  When the Debtor filed for bankruptcy, it listed
estimated assets and debts of $1 million to $100 million.


TINA WRIGHT: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tina M. Wright
        253 John Anderson Drive
        Ormond Beach, FL 32176

Bankruptcy Case No.: 07-02648

Chapter 11 Petition Date: June 25, 2007

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Ann W. Rogers, Esq.
                  595 North Nova Road, Suite 115
                  Ormond Beach, FL 32174-4428
                  Tel: (386) 672-4014

Total Assets: $7,198,400

Total Debts:  $5,597,239

Debtor's 19 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Bayview Loan Servicing,     mortgage on real          $525,000
L.L.C.                      property
4425 Ponce de Leon
Boulevard, 4th Floor
Coral Gables, FL 33146

Countrywide Home Loans      real property;            $201,836
P.O. Box 660694             value of security:
Dallas, TX 75266-0694       $200,000

National City Bank          real property;            $175,121
Consumer Loan               value of security:
P.O. Box 5570               $560,000; value of
LOC#01-7107                 senior lien:
Cleveland, OH 44197-1201    $394,368

American Express            372718877131000           $103,534
                            374631908099039

Suntrust                    guardianship funds         $70,000

Bank of America M.B.N.A.    also 4264--29309-          $36,500
                            7414-1411

G.E.M.B.                    Ethan Allen                 $7,143

                            Drexel                     $11,231

Jensen Industries, Inc.                                 $8,000

Fifth Third Bank            unsecured loans             $8,000

Citibank-Sears                                          $6,941

Lowes                                                   $6,416

Trans Word Collection       gas, plumbing service       $5,614

Sam's Club                                              $3,972

Home Depot                                              $3,516

Atwell, Curtis & Brooks     Sullivan, Inc.              $1,122

Sam's Club Discover                                       $516

Allstar Building Materials  real property;             unknown
                            value of security:
                            $3,200,000; value
                            of senior lien:
                            $1,991,616

Suntrust Bankcard           repossessed 2006           unknown
                            B.M.W.

Gary Kane & Associates      accountant                 unknown


TPG-AUSTIN PORTFOLIO: Weak Financial Profile Cues S&P's B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to TPG-Austin Portfolio Holdings LLC.  At the same
time, S&P assigned its 'B' rating to a proposed $192.5 million
term loan and to a $100 million revolving credit facility.  S&P
also assigned a recovery rating of '4' to these new facilities.
The outlook for TPG-Austin is stable.

The ratings reflect TPG-Austin's very small and highly
concentrated portfolio and weak financial profile that resulted
from its $1.2 billion leveraged acquisition of former Equity
Office Properties assets.  Near-term operating performance will
not cover all of the company's obligations without draw-downs from
the credit facility interest reserve or further borrowings.
Offsetting these credit concerns are a strong competitive position
in the Austin, Texas, office market, strong financial partners in
the California State Teachers' Retirement System and Lehman
Brothers, and a demonstrated ability to manage high-quality office
buildings through the unrated parent company, Thomas Properties
Group Inc.

S&P expect the cash flow of TPG-Austin's portfolio to increase
through lease-ups and increased rents on lease renewal.  However,
this growth has been factored into S&P's analysis, and S&P do not
expect any near-term positive momentum in the ratings.  A negative
outlook would be warranted if these revenue gains do not
materialize and cash flow coverage metrics remain below 1.0x
longer than anticipated.


TROY COX: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Troy A. Cox
        fdba Cox Construction
        fdba Cox Homes
        Robin A. Cox
        128 Lake Haven
        Gray, TN 37615

Bankruptcy Case No.: 07-50907

Chapter 11 Petition Date: July 2, 2007

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Charles Parks Pope, Esq.
                  P.O. Box 3415
                  Johnson City, TN 37602
                  Tel: (423)929-1902

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
Chattanooga Brick & Tile,                              $32,098
Inc.
3130 Dayton Boulevard
Chattanooga, TN 37415

P.&S. Ready Mix Concrete                               $15,018
210 Harrison Road
Soddy Daisy, TN 37379

Ferguson Enterprises, Inc.                             $11,636
4100 Amnicola Highway
Chattanooga, TN 37406-1002

AmSouth Bank                                            $7,974

Sequatchie Concrete                                     $7,523

AmSouth Bank                                            $7,285

Builders Mutual                                         $6,651

Woody's Service Co.                                     $5,837

Carter Heating & Air                                    $5,487

Lighting Gallery                                        $5,422

Hamilton County Trustee                                 $5,338

C.K. Supply, Inc.                                       $5,231

State Farm Bank                                         $5,000

Southern Credit Union       value of security:          $5,000
                            $18,000

Dakota Concepts                                         $5,000

Suntrust Bank               value of security:          $9,790
                            $263,200

Praters Hardwood Flooring                               $4,747
and Supply

Cordell Electric                                        $4,690

M.B.N.A. America                                        $3,763

Regions Bank                                            $3,534


UNITED HERITAGE: Weaver and Tidwell Raises Going Concern Doubt
--------------------------------------------------------------
Weaver and Tidwell LLP raised substantial doubt about United
Heritage Corporation's ability to continue as a going concern.
The auditors pointed to the selling of all of its proved reserves
which resulted to having no significant revenue producing assets.

In addition, the company has limited capital resources and
Lothian, which was financing the company's development, filed for
bankruptcy on June 13, 2007.  A summary of Lothian Oil Inc.'s
chapter 11 petition was published in the Troubled Company Reporter
on June 15, 2007.

The company reported net loss for the fiscal year ended March 31,
2007, of $11.4 million, a decrease of $5.9 million as compared to
a net loss of $17.4 million for the fiscal year ended March 31,
2006.  The company reported a significant decrease in net loss
because it had no impairment charge in the 2007 fiscal year, as
compared to an impairment charge of $23.2 million that was
included in the 2006 fiscal year.

Loss per share was $1.77 for the fiscal year ended March 31, 2007
as compared with a loss per share of $2.98 for the fiscal year
ended March 31, 2006.

The company ended the period with cash of $1.7 million.  Operating
activities used $575,885 during the period, as compared to the
company's cash usage of $67,729 for the 2006 fiscal year.  Cash of
$642,211 was provided by investing activities during the 2007
fiscal year and cash of $1.9 million was used in investing
activities for the 2006 fiscal year.

Net cash provided from investing activities for the 2007 fiscal
year consisted of the proceeds from the sale of the company's New
Mexico properties, which totaled $6.6 million.  Cash of $6 million
was used for capital expenditures for the company's oil and gas
properties and for the purchase of equipment.

During the 2006 fiscal year, cash flows used in investing
activities related primarily to capital expenditures for the
company's oil and gas properties.

The company had received two lines of credit from Lothian totaling
$10.5 million.  During 2007, the company had drawn down
approximately $6.3 million from the lines of credit.  Payments
totaling $4,809,924 were made to Lothian from the proceeds
received from the sale of the company's New Mexico properties.

At March 31, 2007, the company's balance sheet showed total assets
of $9.98 million, total liabilities of $9.18 million and total
shareholders' equity of $800,000.

                 About United Heritage Corporation

Headquartered in Midland, Texas, United Heritage Corporation
(Nasdaq: UHCP) has proved reserves of 567,189 barrels of oil and
2.9 billion cu. ft. of natural gas in South Texas and southeastern
New Mexico.  The company also operated the Heritage Food Group,
which created the Heritage Lifestyle brand of pre-packaged meat
and poultry products.  In 2005 United Heritage sold this unit to
BMW Holdings, in order to focus on oil and gas.  In 2006 the
company was acquired by its largest shareholder, Lothian Oil,
which holds a 71% stake.


USA INVESTMENT: To Sell Hotel Zoso and Palm Springs Marquis Villas
------------------------------------------------------------------
Affiliates of USA Investment Partners have filed motions with the
United States Bankruptcy Court for the District of Nevada to sell
the Hotel Zoso and the Palm Springs Marquis Villas.

The Hotel Zoso is a luxury 163-room facility which opened in
December 2005.  The Palm Springs Marquis Villas comprises 101
units, of which a subsidiary of USA Investment Partners owns 63.

The motion filed by Gordon & Silver, Ltd. of Las Vegas, which
represents the Trustee for USA Investment Partners, Lisa Poulin,
states that any purchase agreement will be "subject to a
competitive bidding process" with both properties.  It places the
minimum sale price for the Hotel Zoso at more than $25 million and
the Marquis Villas at about $11 million.

Ms. Poulin, a partner at CRG Partners Group, LLC and the Court
appointed Trustee, said, "We are extremely pleased with the
interest we have already received in these valuable properties
from a range of prospective buyers.  Moreover, both are continuing
to operate in a 'business as usual' mode.  In fact, the Zoso has
solid occupancy and annual profitability."

She noted that the motion calls for USA Investment Partners to
"solicit, evaluate and accept qualified offers, qualified bidders,
and the highest and best offer, and to set bidding procedures with
respect to the sale and assignment of the (properties)."

Ms. Poulin also pointed out that, "Jim Matthews, a highly
experienced real estate professional, is managing the sale process
of both the hotel and villas."  Mr. Matthews specializes in
valuations, appraisals, lease negotiations and prompt disposition
of under-performing properties.

The Bankruptcy Court has scheduled a hearing for the motion on
July 27, 2007 and the motion has requested that the Court conduct
a hearing no later than 75 days thereafter to approve the
selection of the highest and best offer for the properties.

U.S.A. Investment Partners, L.L.C., invests and develops real
estate.  On April 4, 2007, creditors filed an involuntary chapter
11 petition against the company (Bankr. D. Nev. Case No. 07-
11821).  Lisa M. Poulin was appointed as interim chapter 11
trustee.  Brigid M. Higgins, Esq., Eric Van, Esq., Gerald M.
Gordon, Esq., Gregory E. Garman, Esq., and Talitha B. Gray, Esq.,
at Gordon & Silver, Ltd., represents the chapter 11 trustee.


WALTER HEIGLE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Walter W. Heigle, III
        111 Depot Drive, Suite B
        Madison, MS 39110

Bankruptcy Case No.: 07-02012

Chapter 11 Petition Date: June 29, 2007

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris, Jernigan & Geno, P.L.L.C.
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


WEST CORP: June 30 Balance Sheet Upside-Down by $2.1 Billion
------------------------------------------------------------
West Corporation's balance sheet at June 30, 2007, showed total
assets of $3 billion, total liabilities of $4.1 billion, minority
interest of $11 million, class L common stock of $969.3 million,
resulting in a stockholders' deficit of $2.1 billion.

Revenues of $520.2 million for the second quarter ended June 30,
2007, compared to $461.7 million for the same quarter last year,
an increase of 12.7%.  Revenue from acquired entities accounted
for $28.7 million of the $58.5 million increase during the second
quarter and $100.9 million of the $142.4 million year-to-date
increase.

Net income for the second quarter ended June 30, 2007, was
$2.5 million, compared with $37.8 million for the same quarter
last year.

                             Liquidity

At June 30, 2007, West Corporation had cash and cash equivalents
totaling $281.3 million and working capital of $189.3 million.
Second quarter depreciation expense was $25.8 million and
amortization expense was $19 million.  Cash flow from operating
activities was $45.3 million and was impacted by interest expense
of $83.5 million.

                             Comments

"During the quarter, we invested $25.7 million in capital
expenditures primarily for telecom and computer network
equipment," stated Paul Mendlik, chief financial officer of West
Corporation.  "The company also expanded its term credit facility
by $135 million to fund the Omnium acquisition."

"We are pleased with this quarter's results and the closing of the
Omnium acquisition on May 4," said Thomas B. Barker, chief
executive officer of West Corporation.

                         About West Corp.

Based in Omaha, Nebraska, West Corp. -- http://www.west.com/--
provides outsourced communication solutions to many of the world's
largest companies, organizations and government agencies.  West
helps its clients communicate effectively, maximize the value of
their customer relationships and drive greater profitability from
every interaction.  The company's integrated suite of customized
solutions includes customer acquisition, customer care, automated
voice services, emergency communications, conferencing and
accounts receivable management services.

The company also has operations in Australia, Canada, China, Hong
Kong, India, Philippines, Singapore, Switzerland and the United
Kingdom.

At March 31, 2007, the company's balance sheet showed $2.7 billion
in total assets and $3.9 billion in total liabilities resulting in
a stockholders' deficit of $2.1 billion.  The balance sheet
however also that the company is liquid with $692 million in total
current assets and $535 million in total current liabilities.


WILLIAM FREELOVE: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William R. Freelove
        1988 Cornerstone Drive
        Winterville, NC 28590

Bankruptcy Case No.: 07-02399

Chapter 11 Petition Date: July 3, 2007

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Walter L. Hinson, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. Box 7479
                  Wilson, NC 27895-7479
                  Tel: (252) 291-1746

Total Assets: $398,033

Total Debts:  $1,049,160

Debtor's 13 Largest Unsecured Creditors:

Entity                     Nature of Claim       Claim Amount
------                     ---------------       ------------
I.R.S.                      all assets                $600,553
Attention: Special
Procedures
320 Federal Place
Greensboro, NC 27402

                            possible liability         unknown

North Carolina Dept. of     all assets                $278,097
Revenue
P.O. Box 1168
Raleigh, NC 27602

                            possible liability         unknown

Chase                                                  $38,547
Attention: Managing Agent
P.O. Box 15153
Wilmington, DE 19886-5153

American Express                                        $3,100

Capital Management          collections for             $1,935
                            Capital One Card

M.B.N.A. America                                          $927

Chunowitz, Teitelbaum &                                unknown
Mandel, Ltd.

Danny McNally & Lorraine    plaintiffs in              unknown
McNally                     lawsuit

Emma and F. Franz           plaintiffs in              unknown
Holscher                    lawsuit

G.M.A.C.                    possible liability         unknown

Mercedes-Benz Credit        possible liability         unknown

Michael and Brenda          plaintiffs in lawsuit      unknown
Strickland

Vernon and Jessica Snyder   plaintiffs in lawsuit      unknown


WILLIAM SANDLIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: William A. Sandlin
        129 Rocky Waters Circle
        Cullman, AL 35057

Bankruptcy Case No.: 07-81668

Chapter 11 Petition Date: July 2, 2007

Court: Northern District of Alabama (Decatur)

Judge: Wesley W. Steen

Debtor's Counsel: Garland C. Hall, III
                  Chenault, Hammond & Hall, P.C.
                  P.O. Box 1906
                  Decatur, AL 35602
                  Tel: (256) 353-7031

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


WILLIAM SWANSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: William Lee Swanson
        Loving Care Private School and Nursery
        3950 Ramblecreek
        Missouri City, TX 77459
        Tel: (281) 431-4873

Bankruptcy Case No.: 07-34439

Chapter 11 Petition Date: July 2, 2007

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Michael Charles Eddings, Esq.
                  1300 North Sam Houston Parkway E, Suite 295
                  Houston, TX 77032
                  Tel: (281) 260-0777
                  Fax: (281) 999-7771

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ZOHOURI GROUP: South Padre Sale Auction Scheduled for July 24
-------------------------------------------------------------
Holliday Fenoglio Fowler, L.P., representing the seller, Michael
B. Schmidt, Chapter 7 Bankruptcy Trustee for the Zohouri Group
South Padre, L.P., discloses that a live auction for 730 acres of
unimproved land in South Padre Island, Texas, is set on July 24,
2007, in Corpus Christi, Texas.

The basic terms of the auction include:

   1) Price: $38 million
   2) Required Deposit to Attend: $150,000
   3) Minimum Initial Overbid: $300,000 ($38.3 million)
   4) Subsequent Increments: $50,000

In addition to price, improved terms such as increased deposit,
shortened feasibility and closing periods will be taken into
consideration in making the final award of the sale.

The development site, situated three miles north of the city of
South Padre, encompasses the full half-mile width of the island
and provides approximately 7,785 feet of beachfront footage along
the Gulf of Mexico and the Laguna Madre Bay.  South Padre Island
is a 34-mile long barrier reef island at the southernmost tip of
the Texas Gulf Coast.  The buyer of the site will be able to
establish all zoning and master planning, which could include uses
such as mixed-use, high-rise condominiums, multifamily, single-
family, entertainment, lodging, recreation, marina and retail pad
sites.

In addition, Zohouri plans to seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to convert the
Chapter 7 proceeding to a Chapter 11 case, on the July 24 hearing,
Bill Rochelle of Bloomberg News reports.

Creditors of Zohouri Group South Padre L.P. filed an involuntary
Chapter 7 petition against the company on Dec. 29, 2006 (Bankr.
S.D. Tex. Case No. 06-10875).  Michael B. Schmidt serves as the
Chapter 7 trustee.  The Debtor's schedules listed $45.3 million in
secured debts.


* Donlin Recano Joins Beard Group in Providing Bankruptcy News
--------------------------------------------------------------
Donlin Recano & Company Inc. and Beard Group joined together to be
the 'go to' source for the very latest in comprehensive bankruptcy
news.

"With thousands of people already utilizing our website daily for
information on our previously filed cases, we believe keeping
turnaround professionals additionally informed about breaking
industry news is critically important," commented Lou Recano,
Donlin Recano's chief executive officer.

"News is our business and joining with Donlin Recano to bring
turnaround professionals the latest industry news on a real time
basis is just one innovative way to assure easy access to breaking
stories of the day," commented Christopher Beard, president of
Beard Group, publisher of the Troubled Company Reporter.

                       About Donlin Recano

Headquartered in New York City, Donlin Recano & Company Inc. --
http://www.donlinrecano.com/-- is a claims management company
that has served over 200 national clients across a broad range of
industries and business sectors.  Working with counsel, turnaround
advisors and the affected company, Donlin Recano helps organize
and guide Chapter 11 clients through administrative bankruptcy
tasks, including provision of Web site-accessible information,
formation of professional call centers, management of claims,
balloting, distribution and other administrative services.  The
company also provides Web based information services for creditors
committees as required by The Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.

                       About Beard Group

Beard Group -- http://www.beardgroup.com/-- offers a
comprehensive range of leading-edge products and services to legal
and business professionals.  These include traditional and
electronic publishing, databank document search and delivery, and
conferences.


* BOOK REVIEW: Trump: The Saga of America's Most Powerful Real
               Estate Baron
--------------------------------------------------------------

Author:     Jerome Tuccille
Publisher:  Beard Books
Hardcover:  264 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587982234/internetbankrupt

This book is the remarkable unfinished saga of an extraordinary
American.  When this book was first published in 1985, Donald J.
Trump was scarcely into his fourth decade.  He had made the leap
from local New York City boy who had made good to a national and
even world-prominent figure.

It all started some 10 years earlier when Trump gambled that New
York City would rebound from its financial morass.  People laughed
and scoffed at the time, but he was right, and he has profited
mightily from his faith and vision.

This is compelling reading about the inside machinations of his
glamorous world.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***