TCR_Public/070724.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 24, 2007, Vol. 11, No. 173

                             Headlines

ADVANCED MARKETING: Wants Sale Order on Baker & Taylor Enforced
ADVANCED MARKETING: Files Revised Reclamation Claims Report
AIM FINANCIAL: Voluntary Chapter 11 Case Summary
AMERICAN MEDIA: Austin Beutner Resigns as Director
AMORTIZING RESIDENTIAL: Moody's Downgrades Class M3 Cert. to B3

ARCADIUS DEV'T: Taps Trawick Stubbs and his Firm as Bankr. Counsel
ASC INC: Creditors' Committee Withdraws Ch. 7 Conversion Request
BOSTON SCIENTIFIC: 2007 Second Quarter Sales Lowers by $39 Million
CALICO SKY: Voluntary Chapter 11 Case Summary
CALPINE CORPORATION: Wants Towantic's Chapter 11 Case Dismissed

CALPINE CORPORATION: Wants Court Nod on Turlock Settlement Pact
CONTINENTAL AIRLINES: Net Income Up 13% for Second Quarter 2007
COOPER-STANDARD: S&P Affirms B Rating and Revises Outlook to Pos.
CUMULUS MEDIA: Inks $1.3 Billion Merger Pact with Merrill Lynch
DELPHI CORPORATION: Moves Bid Deadline to July 31

DORAL FINANCIAL: Fitch Removes All Ratings from Watch Negative
DORAL FINANCIAL: Stock Sale Cues S&P to Remove Developing Watch
DRIVETIME AUTOMOTIVE: Moody's Rates $160 Mil. Unsec. Notes at B2
DRIVETIME AUTO: S&P Rates $160 Million Senior Notes at B
EVRAZ OREGON: S&P Assigns Corporate Credit Rating at B+

FINISAR CORP: Denies Default Under Terms of Notes Indentures
GOODMAN GLOBAL: S&P Places Ratings on Developing CreditWatch
GREGG APPLIANCES: Amends IPO Condition for Sr. Notes Tender Offer
HEALTH CARE: Fitch Lifts Preferred Stock Rating from BB+ to BBB-
HINES HORTICULTURE: CEO Robert Ferguson Resigns

INTERNATIONAL COAL: Posts $10.2 Mil. Net Loss in 2nd Quarter 2007
INTERPOOL INC: Completed Offer Cues S&P to Withdraw Ratings
JEFFREY FITZHENRY: Case Summary & Four Largest Unsecured Creditors
JOURNAL REGISTER: Earns $5.5 Million in Quarter Ended July 1
KINETIC CONCEPTS: Earns $58.1 Million in Second Quarter 2007

KINETIC CONCEPTS: Moody's Rates New $500 Mil. Bank Facility at Ba2
LEAST INVESTMENT: Moody's Junks Ratings on Six Certificate Classes
LUMINENT MORTGAGE: Fitch Junks Rating on Class II-B-5 Loan
MIDLAND FOOD: Selling All Assets at August 21 Auction
MOUNT AIRY: Moody's Places Corporate Family Rating at B2

NASDAQ STOCK: Earns $56.1 Million in Second Quarter 2007
NEXEN INC: Ontario Teachers' Sells 11% Nexen Stake
NRG VICTORY: Bankruptcy Court Terminates Chapter 15 Petition
NYLSTAR INC: Court Approves Woods Rogers as Counsel
ORBITZ WORLDWIDE: Prices IPO of 34 Mil. Common Stock at $15/Share

PARALLEL PETROLEUM: Limited Reserve Base Cues S&P's B Rating
PAUL SCHWENDENER: Hires Shaw Gussis as Bankruptcy Counsel
POLYONE CORP: Sr. VP Wendy Shiba's Resignation Effective Aug. 17
PROSPECT MEDICAL: Moody's Withdraws B3 Senior Secured Debt Rating
PROSPECT MEDICAL: S&P Lifts Ratings on Credit Facility to BB

SKILLSOFT PLC: SEC Continues SmartForce Investigation
SOLUTIA INC: Wants Exclusive Plan-Filing Period Extended
STONERIDGE INC: Commences Tender Offer for 11-1/2% Senior Notes
STRUCTURED ASSET: Fitch Takes Rating Actions on Various Classes
TRANSDIGM INC: Commences Exchange Offer for 7-3/4% Senior Notes

UNITED RENTALS: Inks $6.6 Billion Merger Pact with Cerberus
UNITED RENTALS: Shares Up on Cerberus Merger Agreement
URSTADT BIDDLE: Completes $53 Million Mortgage Refinancing
VALENTIS INC: Completes Disposition of Assets with Urigen
WERNED LADDER: Rothschild Objects to Panel' Disclosure Statement

WHOLE FOODS: Extends Tender Offer Expiration Date to August 10
WILD WEST: Section 341(a) Creditor's Meeting Set for August 10
WILD WEST: Taps Redmond & Nazar as Bankruptcy Counsel
WILLIAMS COS: Stock Repurchase Plan Cues S&P to Retain Pos. Watch
WILLIAMS COS: Share Repurchase Program Cues Fitch to Hold Ratings

* Large Companies with Insolvent Balance Sheets

                             *********

ADVANCED MARKETING: Wants Sale Order on Baker & Taylor Enforced
---------------------------------------------------------------
Advanced Marketing Services, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to compel Baker & Taylor, Inc., to
pay the remaining $6,216,222 due under their Asset Purchase
Agreement.

As reported in the Troubled Company Reporter on March 20, 2007,
Baker & Taylor, completed the acquisition of the wholesale
operations of Advanced Marketing.  The transaction had been
approved on March 8, 2007.

Baker & Taylor's acquisition includes Advanced Marketing assets
through which it distributes bestsellers, children's books,
culinary titles, reference works, and other books to membership
warehouse clubs.  Baker & Taylor also acquired Advanced
Marketing's wholesale distribution operations in the United
Kingdom and in Mexico.

Under the agreement, the purchase price was to be paid in three
installments:

  -- on the closing date, $20,000,000 plus certain additional
     sums, including 33.3% of the "Combined APG/AR Price";

  -- 30 days after the closing date, 33.3% of the Combined
     APG/AR Price; and

  -- 60 days after the Closing Date, 33.4% of the Combined
     APG/AR Price, minus $1,000,000.

Pursuant to the terms of the APA, the amount of the Final Payment
should have been $10,350,632.  However, B&T paid only $4,134,410
on May 18, 2007, leaving the $6,200,000 shortfall.

Over the last several months, AMS tried to persuade B&T to pay
what it owes, B&T continues to withhold the amount.

To justify its refusal to pay, B&T has relied on unfounded and
patently erroneous interpretations of the Purchase Agreement.  
B&T has insisted it is entitled to $2,043,969 held by AMS in its
ban account at the time of closing, on the ground that any funds
deposited in the account on or after 12:01 a.m. on March 19,
2007, belong to B&T.

AMS contends B&T's position is false.  AMS points out the
Purchase Agreement provides that any cash in its bank accounts
prior to 2:00 p.m. on March 19, 2007, belongs to it.  The parties
did not agree to an earlier or later date, AMS says.

B&T has also claimed that AMS is responsible for book returns in
transit prior to the closing.

AMS, however, points out that the parties expressly agreed that
unless a return was "received" by AMS -- that is, in AMS'
physical possession -- prior to 12:01 a.m. on March 19, 2007, the
return was an Assumed Obligation and was B&T's responsibility.

B&T has also held that it is entitled to roughly $4,000,000 in
deductions -- $2,072,054 in co-op advertising deductions taken by
customers and $2,654,606 in other deductions taken by customers.

AMS contends that the Co-op Deductions cannot be deducted from
Accounts Receivable and they cannot reduce the Accounts
Receivable Price.  In addition, B&T's documentation did not even
identify the specific customer deductions comprising the supposed
$2,654,606 in other deductions.

The Court's prompt intervention is necessary to confirm the plain
meaning of the Purchase Agreement, AMS asserts.

If the Court requires evidentiary hearing, AMS asks the Court to
compel B&T to place any remaining disputed amounts in escrow,
pending final adjudication of the issue.

AMS also wants B&T to pay its attorney's fees and costs.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.  (Advanced Marketing Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


ADVANCED MARKETING: Files Revised Reclamation Claims Report
-----------------------------------------------------------
Advanced Marketing Services, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a revised reclamation claims report on July 6, 2007 to
reflect adjustments in the methodology used to determine the date
of receipt of goods.

The Reclamation Reports, including the initial report filed in
April 2007, contain two broad categories of claims -- claims
under Section 503(b)(9) and reclamation claims.  With respect to
Section 503(b)(9) claims, the Debtors determined the value and
amount of goods received during the 20-day period before the
Petition Date.  With respect to reclamation claims, the Debtors
determined the value and amount of goods received during the
period from 21 to 45 days prepetition.

To calculate the amounts set forth in the Initial Report, the
Debtors reviewed the purchase order freight terms for goods
received at their various distribution centers from November 14,
2006, through February 8, 2007.  If the purchase order freight
terms suggested that possession or title to the goods passed to
the Debtors as of the date of the bill of lading for the goods,
the Debtors used the bill of lading date -- instead of the actual
date of receipt at the distribution centers -- to determine
whether the goods were received by or sold to the Debtors during
the 45-day reclamation period.

After filing the Initial Report, the Debtors consulted with the
Official Committee of Unsecured Creditors and determined to make
the adjustments.  The Revised Report reflects the Debtors' use of
the date of actual receipt of both domestic and international
goods at their distribution centers to calculate the amount and
value of goods received during the reclamation period.

Goods sold by the Debtors prior to the receipt of a Reclamation
Claim, but subsequently returned by a customer prior to the
receipt of the Claim, were excluded from the calculations set
forth in the Revised Report.  The Debtors also looked to the
calendar day immediately prior to the receipt date of a
Reclamation Claim to determine whether or not goods were in their
possession.  The Debtors believe using this date avoids confusion
regarding shipments they made on the actual dates the Reclamation
Claims were received.

A full-text copy of the Revised Reclamation Report is available
at no charge at http://ResearchArchives.com/t/s?21bb

The Debtors ask the Court to allow the Reclamation Claims in
amounts set forth in the Revised Report as administrative expense
claims, subject to reduction for goods returned to the reclaiming
creditor.  The Debtors propose to pay the Reclamation Claims in
accordance with, and pursuant to the terms of, a confirmed plan of
reorganization or liquidation in their cases.

Any reclamation claimant disputing the amount set forth in the
Revised Report must file and serve an objection to the Debtors'
request by August 6, 2007.

The Debtors believe that the proposed treatment of Reclamation
Claims is fair and reasonable, and will likely avoid the costs
and risks attendant with litigation.

The Committee supports the Debtors' request.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.

The Debtors' exclusive period to file a plan expires on Aug. 10,
2007.  (Advanced Marketing Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/  
or 215/945-7000).


AIM FINANCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Aim Financial, Inc.
        207 West Avenue I, Suite C
        Lancaster, CA 93534

Bankruptcy Case No.: 07-12528

Chapter 11 Petition Date: July 20, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
                  8383 Wilshire Boulevard, Suite 1010
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

The Debtor does not have creditors who are not insiders.


AMERICAN MEDIA: Austin Beutner Resigns as Director
--------------------------------------------------
Austin M. Beutner, Co-Chief Executive Officer, President and Chief
Investment Officer of Evercore Partners, resigned as a member of
the Board of Directors of American Media Operations, Inc.

Effective as of July 18, 2007, Kathleen G. Reiland was elected by
the Board of Directors of the Company to serve as a director of
the company.

Ms. Reiland is a Senior Managing Director and the Chief Operating
Officer of Evercore Partners' investment management business.  
Evercore Partners beneficially owns 21.8% of the Class A Units of
EMP Group L.L.C.  The LLC is the indirect parent of the company.

Prior to joining Evercore, Ms. Reiland was a Principal and buy-
side equity research analyst with Sanford C. Bernstein & Co., Inc.
and a consultant at Bain & Company, Inc.  Ms. Reiland currently
serves as a director of Diagnostic Imaging Group, and MBI, Inc.
Ms. Reiland holds an A.B. from Duke University and an M.B.A. from
the Amos Tuck School of Business Administration at Dartmouth
College.

Evercore Partners beneficially owns 10.2% of Vertis Inc.  Vertis
performs significant portions of the company's newspaper
publications pre-press operations.  Payments for these services
totaled $3.5 million for the fiscal year ended March 31, 2007 and
$0.8 million for the period from April 1, 2007 to the present.  
Trade payables to Vertis are currently about $0.3 million.

                           American Media

Headquartered in Boca Raton, Florida, American Media Operations
Inc., is a publisher of celebrity, health and fitness, and Spanish
language magazines, including Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, and The National Enquirer.  AMI also
owns Distribution Services Inc.

                          *     *     *

American Media Operations Inc. carries Moody's Investors Service's
B2 ratings on the company's $60 million Senior Secured Revolving
Credit Facility Due 2012 and $450 million Senior Secured Term Loan
Due 2013.  It also carries Moody's Caa3 ratings on its
$150 million 8.875% Senior Subordinated Notes Due 2011 and
$400 million 10.25% Senior Subordinated Notes Due 2009.


AMORTIZING RESIDENTIAL: Moody's Downgrades Class M3 Cert. to B3
---------------------------------------------------------------
Moody's Investors Service downgraded one subordinate certificate
from Structured Asset Securities Corporation's Amortizing
Residential Collateral Trust, Series 2002-BC10.  These
certificates are secured by fixed-rate and adjustable-rate
subprime home equity loans.

The certificate is being downgraded based upon a decrease in
available credit enhancement.  The underlying pools in the
transaction are below the overcollateralization floor as of the
June 25, 2007 reporting date.

The complete rating action is:

Issuer: Amortizing Residential Collateral Trust

Downgrade:

-- Series 2002-BC10; Class M3, downgraded to B3 from Baa2.


ARCADIUS DEV'T: Taps Trawick Stubbs and his Firm as Bankr. Counsel
------------------------------------------------------------------
Arcadius Development LLC seeks permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Stubbs
and Perdue PA as its counsel.

Stubbs and Perdue will:
   
   a) assist the Debtor in carrying out its duties under the   
      provisions of the chapter 11; and
   
   b) represent the estate throughout the administration of the
      Chapter 11 proceeding.

Trawick H. Stubbs, Jr., Esq., a partner at Stubbs & Perdue, P.A.,
tells the Court that the firm's representation of the Debtor began
on July 3, 2007.  On July 5, 2007, the firm received through its
trust account, $36,039 from Ronald C. Mariello and Mark E.
Carpenter, managers of the Debtor, to secure future fees and
expenses from these trust funds, $3,200 was paid to the firm for
fees and expenses incurred pre-petition.  Mr. Stubbs did not give
the details the hourly compensation of the firm's professionals.

Mr. Stubbs assured the Court that he and his firm are
"disinterested" as that term is defined in the bankruptcy code
101(14).

Mr. Stubbs can be reached at:

     Trawick H. Stubbs, Jr., Esq.
     Stubbs & Perdue P.A.,
     310 Craven Street
     P.O. Box 1654
     New Bern, NC 28563-1654
     Tel: (800) 348-9404

Headquartered in Charlotte, North Carolina, Arcadius Development
L.L.C. develops real estate.  The Debtor filed for Chapter 11
protection on July 5, 2007, (Bankr. E.D. N.C. Case No. 07-01462).
When the debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 Million to $100 million.


ASC INC: Creditors' Committee Withdraws Ch. 7 Conversion Request
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ASC
Inc.'s bankruptcy cases withdrew its motion to convert the
Debtor's Chapter 11 cases to a Chapter 7 liquidation proceeding
filed with the U.S. Bankruptcy Court for the Eastern District of
Michigan.

On June 29, 2007, the Debtor filed for a motion to obtain
postpetition financing pursuant to which the Debtor will pay its
parent, American Specialty Cars Holdings, LLC, all cash in its
possession and then borrow the money back from its parent to fund
the wind-down of the Debtor's Lansing trim facility; and the
liquidation of its parent's collateral.  Papers filed with the
Court disclosed that the Debtor has in excess of $6.6 million in
cash sitting in a bank account from which to fund its operations.

On July 5, 2007, the Debtor requested the Court to adjourn the
motion for two weeks.

The Committee had told the Court that cause exists to convert the
Chapter 11 cases to a Chapter 7 proceeding, citing:

  a) The filing of the postpetition financing motion is a proof
     that this case is being controlled and managed by the  
     Debtor's alleged subordinated secured creditor, American  
     Specialty, the parent of the Debtor, and not by the Debtor;

  b) Notwithstanding the significant amount of cash the Debtor
     has sitting in its bank account from which to fund the two
     remaining case wrap-up tasks, the Debtor has filed the
     postpetition financing motion wherein the Debtor proposes to
     give away estate assets to its parents in exchange for
     unnecessary discretionary lending.

On July 16, 2007, Saul Eisen, the United State Trustee, concurred
the motion of the Committee to convert the Debtor's Chapter 11
cases to a Chapter 7 proceeding.

                     About ASC Incorporated

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered     
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680)  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  Christopher
Grosman, Esq., at Carson Fischer, P.L.C., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts from
$1 million to $100 million.


BOSTON SCIENTIFIC: 2007 Second Quarter Sales Lowers by $39 Million
------------------------------------------------------------------
Boston Scientific Corporation reported that net sales for the
second quarter of 2007 decreased $39 million to $2.1 billion, as
compared to net sales for the second quarter of 2006.


Net income for the second quarter of 2007 was $115 million, on
1.5 billion weighted average shares outstanding.  GAAP results
for the second quarter of 2007 included net special charges of
$9 million, which consisted primarily of charges attributable to
investment portfolio activity, integration of the Guidant
acquisition and discrete tax items.  Net loss for the second
quarter of 2006 was $4.2 billion.  Results for the second quarter
of 2006 included net special charges of $4.541 billion.

The second quarter 2007 operating results include the Company's
Cardiac Rhythm Management and Cardiac Surgery businesses, which
were acquired as part of Guidant on April 21, 2006.  Worldwide
sales of the Company's CRM group for the second quarter of 2007
were $524 million, which included $377 million of implantable
cardioverter defibrillator sales, as compared to CRM sales of
$539 million for the first quarter of 2007, which included $398
million of ICD sales.  U.S. CRM sales for the second quarter of
2007 were $332 million, which included $253 million of ICD sales,
as compared to U.S. CRM sales of $349 million for the first
quarter of 2007, which included $273 million of ICD sales.  
International CRM sales for the second quarter of 2007 were $192
million, which included $124 million of ICD sales, as compared to
International CRM sales of $190 million for the first quarter of
2007, which included $125 million of ICD sales.

At June 30, 2007, the company's balance sheet showed $31.3 billion
in total assets, $15.5 billion in total liabilities, resulting in
$15.8 billion in total stockholders' equity.

"We made progress in a number of key areas during the quarter,"
said Jim Tobin, president and chief executive officer of Boston
Scientific.  "Most important, we made progress on quality
throughout the organization, including the resolution of the CRM
warning letter.  Both the DES and CRM markets showed signs of
stabilizing, but neither has returned to the level we believe they
eventually will.  We launched TAXUS Express2 in Japan, and we are
off to a strong start in that market with impressive sales.  Our
Endosurgery group posted another solid quarter, with double-digit
growth in all three of its businesses.  Overall, we continue to
move in the right direction."

                 Guidance for Third Quarter 2007

The company estimates net sales for the third quarter of 2007 of
between $2 billion and $2.1 billion.  The company estimates EPS on
a GAAP basis of between $0.03 and $0.08 per share.  In the past,
the reconciliation between GAAP and adjusted EPS has excluded net
special charges, amortization and stock compensation expense.
Beginning in the third quarter, the company will exclude only
acquisition-related charges and amortization expense.  Using this
definition, the company estimates adjusted EPS to range between
$0.12 and $0.17 per share for the third quarter.  Using this
definition, adjusted EPS for the second quarter would have been
$0.16 per share.

                      About Boston Scientific

Headquartered jointly in New York City and Toronto, Canada, IMAX
Based in Natick, Massachusetts, Boston Scientific Corporation,
(NYSE: BSX) -- http://www.bostonscientific.com/-- develops,   
manufactures and markets medical devices, specializing in a broad
range of interventional and cardiac rhythm management devices.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's placed Boston Scientific Corporation's ratings including
its (P) Ba1 subordinated shelf and (P) Ba2 preferred stock ratings
under review for possible downgrade.  The rating action reflects
Moody's expectation that, absent any material debt reduction,
financial strength measures over the near term will be below those
identified for an investment grade company under Moody's Global
Medical Products & Device Industry Rating Methodology.


CALICO SKY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Calico Sky Estates, Ltd.
        3285 West Capovilla Avenue
        Las Vegas, NV 89118

Bankruptcy Case No.: 07-14380

Type of business: The Debtor is a 72-home residential development.

Chapter 11 Petition Date: July 19, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Michael J. Dawson, Esq.
                  515 South Third Street
                  Las Vegas, NV 89101
                  Tel: (702) 384-1777

Estimated Assets: $6,000,000

Estimated Debts:  $770,000

The Debtor does not have any creditors who are not insiders.


CALPINE CORPORATION: Wants Towantic's Chapter 11 Case Dismissed
---------------------------------------------------------------
Calpine Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York to
dismiss Towantic's Chapter 11 case.

Richard M. Cieri, Esq., at Kirkland & Ellis, LLP, in New York
asserts that all claims against Towantic have been resolved by the
Debtors or disallowed by the Court, or will be paid by GE on or
after the Closing Date.  Thus, there is no reason for Towantic to
remain in Chapter 11.

Mr. Cieri further asserts that aside from the proceeds of the
proposed sale of the Towantic Project, the dismissal of the
Towantic Chapter 11 case will further benefit the Debtors'
estates by eliminating the costly and time-consuming claims  
resolution process with respect to the disputed claims asserted
against Towantic to be assumed by GE.

In September 1999, Calpine purchased the membership interests of
Debtor Towantic Energy, L.L.C., a holding company for a 512-
megawatt combined cycle gas-fired power plant in Oxford,
Connecticut.  

The Towantic Project is still in the early stage of its
development, Mr. Cieri tells the Court.  No construction or
installation efforts have taken place in the Project except for
some preliminary site excavation.  

Towantic has no assets, other than the construction site land,
various construction and air permits, and agreements with the
town of Oxford, Connecticut, relating to the development of the
Towantic Project, according to Mr. Cieri.  Towantic also has
never had employees or day-to-day business operations.

After filing or bankruptcy, the Debtors conducted a review of
their developmental stage projects to assess whether they should
develop or exit those projects.  In light of the significant
remaining construction costs and various other considerations,
the Debtors decided it was in their best interests to exit the
Towantic Project.

In August 2006, the Debtors advised the Connecticut Siting
Council, the governing body responsible for construction permits
involving projects like the Towantic Project, of their intent to
exit the Project.

Shortly thereafter, General Electric Company learned of the
Debtors' decision.  GE was a co-developer of the Towantic
Project.  Given its familiarity with the Towantic Project, GE
expressed interest in taking over the development of the Project.  
No other parties have expressed an interest in developing the
Towantic Project, Mr. Cieri says.

In late 2006, the Debtors and GE began negotiating the possible
sale of Towantic.  In May 2007, the Debtors and Aircraft Services
Corporation, a wholly owned subsidiary of GE, executed a purchase
agreement for the membership interests of Towantic.

The Purchase Agreement provided that GE will pay $300,000 cash
for the Towantic Project, assume certain of the Debtors'
liabilities in the Project, and pay an additional $2,350,000 when
if the Towantic Project is completed and the power plant reaches
a Commercial Operation Date.

In addition, GE has agreed to withdraw its $6,500,000 claim
against Calpine Corp.

To effectuate the sale, the Debtors agreed to resolve or obtain
orders expunging all claims asserted against Towantic, which are
not being assumed or paid by GE.

Because the proceeds to be received from the proposed sale will
be under $15,000,000, the Debtors sought the Court's approval to
sell Towantic under the De Minimis Sale Order, Mr. Cieri relates.  
No party has objected to the proposed sale.

The Sale was conditioned on the Debtors receiving a final, non-
appealable order from the Court dismissing the Towantic Chapter
11 case.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  On June 20, 2007, the Debtors filed their Chapter 11
Plan and Disclosure Statement.  The hearing to consider the
adequacy of the Disclosure Statement is set for Aug. 8, 2007.
(Calpine Bankruptcy News, Issue No. 56 Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


CALPINE CORPORATION: Wants Court Nod on Turlock Settlement Pact
---------------------------------------------------------------
Calpine Corp, and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve the their
Settlement Pact with Turlock Irrigation District.

In December 2000, Debtor Calpine Energy Services, LLC, and
Turlock entered into a power sales agreement for the sale and
purchase of energy.  CES sold to Turlock up to 50,000 KWH of
electrical energy everyday until January 2006 when Turlock
terminated the PSA.

CES invoiced not less than $6,837,931 to Turlock for energy and
services it provided before the termination of the PSA, Mark E.
McKane, Esq., at Kirkland & Ellis LLP, in New York, relates.  CES
also asserted claims for damages resulting from Turlock's
wrongful termination of the PSA.

Turlock, however, refused to pay the Invoice Amount and instead,
asserted that it is not entitled to set off the Invoice Amount
against the $16,300,000 that CES allegedly overcharged to Turlock
during the duration of the Contract, Mr. McKane notes.

The Debtors and Turlock want to avoid extensive and expensive
discovery and litigation and thus agree that Turlock will pay CES  
$5,000,000 in satisfaction of the service invoices.

In addition, the parties will exchange mutual releases of all
claims and causes of action related to the PSA, the Invoice
Amount, the Overcharge Amounts and the termination of the PSA.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  On June 20, 2007, the Debtors filed their Chapter 11
Plan and Disclosure Statement.  The hearing to consider the
adequacy of the Disclosure Statement is set for Aug. 8, 2007.
(Calpine Bankruptcy News, Issue No. 56 Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


CONTINENTAL AIRLINES: Net Income Up 13% for Second Quarter 2007
---------------------------------------------------------------
Continental Airlines reported second quarter 2007 net income of
$228 million.  Excluding a special charge of $7 million for pilot
pension plan settlement charges, Continental recorded net income
of $235 million, an improvement of 13% compared to the same period
last year.

Strong international revenue growth, particularly in the trans-
Atlantic market, contributed to the best second quarter pre-tax
profit ($232 million) that the company has posted since 2000.  
Continental's second quarter operating income of $263 million
increased 7.8% compared to the same period last year.

Through June 30, 2007, the company accrued $92 million for its
current year profit sharing pool, a $32 million increase over the
same six-month period last year.  The actual amount of profit
sharing that the company will be able to distribute to employees
in February 2008 depends on the company's full year financial
results.  Employees have also benefited from stock options issued
in connection with pay and benefit cost reductions.  At
yesterday's closing stock price of $36.83 per share, the realized
and unrealized gains from these options was about $205 million.

"My co-workers delivered superb operational performance which
allowed us to book the highest second quarter pre-tax profit since
2000," said Larry Kellner, Continental's chairman and chief
executive officer.  "When we work together as a team, we win
together."

                  Second Quarter Revenue and Capacity

Passenger revenue of $3.4 billion increased 5.2% compared to the
second quarter 2006, led by strong international revenue growth.

Consolidated revenue passenger miles for the quarter increased
5.4% year-over-year on a capacity increase of 4.7%, resulting in a
record second quarter consolidated load factor of 83.2%, 0.5
points above the previous second quarter record set in 2006.  
Consolidated passenger revenue per available seat mile for the
quarter increased 0.5% year-over-year as a result of record load
factors and increased yield from international flying, partially
offset by domestic yield pressure and less regional flying.

Mainline RPMs in the second quarter of 2007 increased 6.9% over
the second quarter 2006, on a capacity increase of 6.1%.  Mainline
load factor was a record 83.5%, up 0.6 points year-over-year.  
Continental's mainline yield increased 1.5% over the same period
in 2006.  As a result, second quarter 2007 mainline RASM was up
2.2% over the second quarter of 2006.

                   Operational Accomplishments

Despite severe thunderstorms that impacted operations at its hub
cities of Newark, Houston and Cleveland, Continental posted a
second quarter systemwide mainline completion factor of 99.4%,
operating 20 days without a single mainline cancellation.

The company's U.S. Department of Transportation on-time arrival
rate was 72.2, despite the weather, air traffic control ground
delay programs and heavy flight loads.

Continental announced a strategic relationship with China Southern
Airlines, the largest airline in China, for frequent flyer and
airport lounge access reciprocity beginning in September and
extensive codesharing beginning in November.

During the quarter, Continental, in conjunction with Sustainable
Travel International, announced plans to offer customers the
option to participate in a carbon offsetting program.  The
voluntary program will allow travelers to calculate the carbon
footprint of their booked itinerary and purchase carbon offsets
online from non-profit Sustainable Travel International.  Proceeds
from purchased offsets will be invested by Sustainable Travel
International into high-impact sustainable environmental projects,
including renewable energy, energy conservation and reforestation.

Continental and US Helicopter Corporation implemented a codeshare
agreement to improve service for those connecting between
Continental's flights at New York Liberty and US Helicopter's
eight-minute shuttle service at heliports located in midtown and
downtown Manhattan.

"Thanks to the hard work of my co-workers, we have again been able
to grow our revenue faster than we grew our capacity," said Jeff
Smisek, Continental's president.  "Customers know that they can
depend on Continental, and they prefer flying us."

               Second Quarter Financial Results

Continental's mainline cost per available seat mile increased 0.9%
(1.4% holding fuel rate constant) in the second quarter compared
to the same period last year.  CASM increased 1.5% holding fuel
rate constant and excluding special charges.

Continental continues to enhance its fuel efficiency.  The carrier
is about 35% more fuel efficient per mainline revenue passenger
mile than it was in 1997.  With mainline RPMs up 6.9% for the
second quarter, fuel consumption increased only 5.3%.

Continental hedged about 40% of its expected fuel requirements for
the second quarter of 2007.  As of July 17, 2007, the company had
hedged about 34% of its projected fuel requirements for the third
quarter of 2007, and 13% for the fourth quarter of 2007.

Work continued in the second quarter on the company's project to
install winglets on 37 of the company's 737-500s and 11 long-range
737-300s.  Continental expects to have winglets installed on more
than 200 mainline aircraft by the end of the year.  Winglets
increase aerodynamic efficiency and decrease drag, reducing fuel
consumption and emissions by up to 5%.

"We're facing some tough competition so we have to be tireless on
the cost side of the ledger," said Jeff Misner, Continental's
executive vice president and chief financial officer.  "But we'll
continue to invest in our people, product and service to maintain
the integrity and quality of our operation."

Continental ended the second quarter with $3.18 billion in
unrestricted cash and short-term investments.

The company reported total assets of $4 billion, total liabilities
of $2.4 billion, and total stockholders' equity of $1.6 billion as
of June 30, 2007.

                    Other Accomplishments

Continental contributed $30 million to its pension plans during
the quarter.  The company contributed an additional $75 million to
its plans in July, bringing its year-to-date pension contributions
to $211 million, which significantly exceeds minimum funding
requirements for those periods.  Continental currently expects to
contribute more than $325 million to its plans in 2007,
significantly exceeding its minimum funding requirements of $187
million for the calendar year.

During the quarter, Continental took delivery of its 20th and
final Boeing 777 aircraft, the last Boeing aircraft delivery
scheduled in 2007.  The company also announced adjustments to its
flexible fleet plan as part of its continuing efforts to emphasize
fuel efficiency, environmental benefits and fleet optimization.
Continental ordered four additional 737NG aircraft from The Boeing
Company for delivery in 2010 and moved six 737NG aircraft
scheduled for delivery in 2009 to 2010.  The company now has a
total of 64 Boeing 737s and 25 Boeing 787s on firm order, with
options for another 92 Boeing aircraft.

In July, Continental signed an agreement for the sale of 10 Boeing
737-500 aircraft to Russian-based TRANSAERO Airlines.  The
aircraft are scheduled to be removed from the fleet from October
2007 through November 2008. Continental is in discussions with
another foreign entity regarding the sale of an additional five
Boeing 737-500 aircraft for delivery during the same time period.  
In addition, Continental moved forward to 2008, three 737-900ER
aircraft originally scheduled for delivery in 2009.

As a result of these sales and movements, Continental expects its
mainline capacity to increase between 3 and 4% in 2008, down from
its earlier target of between 5 and 7%.

In April, Continental completed interline eTicket capability with
all of its alliance partners, including all current and planned
members of SkyTeam and planned SkyTeam associates, and all other
codeshare and frequent flyer partners.  Continental expects to
eliminate paper tickets entirely by the end of 2007.  Continental
is the global industry leader in interline eTicket implementation,
currently having interline eTicket capabilities with 80 carriers.

                     About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
3,100 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 138 international destinations.  More
than 400 additional points are served via SkyTeam alliance
airlines.  With more than 44,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries about 67 million passengers
per year.

                          *     *     *

As of March 2007, Continental Airlines carries Moody's Investors
Service's B2 corporate family rating.  The company also carries
Moody's B3 senior unsecured rating and Caa1 preffered stock
rating.


COOPER-STANDARD: S&P Affirms B Rating and Revises Outlook to Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cooper-Standard Automotive Inc. and revised the
outlook to positive from stable.  At the same time, S&P assigned a
'B+' bank loan rating and '2' recovery rating to Cooper-Standard's
proposed add-on of a EUR65 million senior secured term loan due
2011.  The bank loan rating and the recovery rating together
indicate that lenders could expect substantial (70%-90%) recovery
of principal in the event of a payment default.

"The outlook revision reflects the auto-supplier's improved
operating and financial performance and the potential to sustain
these results and enhance credit measures in the next two years,"
said Standard & Poor's credit analyst Nancy C. Messer.

In 2006, the company improved gross margins and leverage relative
to 2005, despite challenging industry dynamics.  Furthermore,
Cooper-Standard's EBITDA margins have been less volatile that many
of its peers in the auto supplier group, and the company has
generated positive free cash flow since it became a stand-alone
company.  The planned acquisition of Metzeler Automotive Profile
Systems (MAPS) is slightly de-leveraging since it will be funded
in part by an equity contribution from the sponsors and the
multiple of EBITDA being paid is a low 3.7x.  S&P believes the
acquisition will enhance Cooper-Standard's business position,
since it expands the company's geographic reach, improves the
customer diversity, and brings value-add technology.

Novi, Michigan-based Cooper-Standard makes fluid-handling systems,
body-and chassis sealing systems, and vibration control components
and systems for the global automotive light vehicle market.  
Following the MAPS acquisition, Cooper-Standard will have pro
forma total balance sheet debt of $1.1 billion at March 31, 2007.
Privately held Cooper-Standard is controlled by unrated GS
Capital Partners 2000 and The Cypress Group LLC.

While earnings and cash flow prospects have diminished with recent
production volume cuts and continuing margin pressures.  Cooper-
Standard's proven ability to generate free cash flow in a
difficult market should enable it to endure challenging automotive
industry fundamentals.  The ratings could be raised if Cooper-
Standard is able to sustain EBITDA expansion and generate
sufficient cash flow to meaningfully and permanently reduce debt
in the next two years.  S&P could revise the outlook to stable or
negative if Cooper-Standard's free cash flow turns meaningfully
negative or if a worse-than-expected EBITDA shortfall
significantly depletes availability on the revolving credit
facility.  An outlook revision could also result if the
company's expansion into low-cost countries and its new business
fail to mitigate the negative effect of ongoing industry
challenges.  The company has very little debt capacity at the
current rating for acquisitions, so an outlook revision could also
occur if the company undertakes another material acquisition
before it is able to integrate MAPS and reduce debt.


CUMULUS MEDIA: Inks $1.3 Billion Merger Pact with Merrill Lynch
---------------------------------------------------------------
Cumulus Media Inc., Lewis W. Dickey, Jr., Chairman, President and
Chief Executive Officer of Cumulus, and Merrill Lynch Global
Private Equity disclosed the execution of a definitive merger
agreement under which an investor group led by Lew Dickey and an
affiliate of Merrill Lynch Global Private Equity will acquire
Cumulus in a transaction valued at approximately
$1.3 billion.

Under the terms of the agreement, Cumulus stockholders will
receive $11.75 in cash for each share of Cumulus common stock,
representing a premium of approximately 40.4% over the closing
price per share of the company's Class A Common Stock on July 20,
2007, the last trading day prior to announcement of the
transaction.  Holders of the company's Class A, Class B and Class
C Common Stock will each receive the same price per share.

The board of directors of Cumulus, on the unanimous recommendation
of a special committee comprised of all of the disinterested
members of the board of directors, has approved the merger
agreement and recommends that the company's stockholders approve
the merger.

"I am extremely pleased to be partnering with Merrill Lynch Global
Private Equity in this transaction," said Lew Dickey, who will
continue as Chairman, President and Chief Executive Officer of the
Company after the merger.  "This transaction represents an
important chapter in our Company's history.  We strongly believe
in this industry and in the long-term opportunities to grow the
business. I look forward to working closely with our talented team
and our new partners to build upon our success."

Pending the receipt of stockholder approval, expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 and approval of the Federal Communications Commission,
as well as satisfaction of other closing conditions, the
transaction currently is expected to be completed in early 2008.

The transaction will be financed through a combination of equity
contributed by Lew Dickey, his brother John W. Dickey, the
company's Executive Vice President and Co-Chief Operating Officer,
other members of their family and Merrill Lynch Global Private
Equity, and debt financing that has been committed by Merrill
Lynch Capital Corporation, in each case subject to customary
conditions.  There is no financing condition to the obligations of
the investor group under the merger agreement.

The Dickeys and stockholders affiliated with Banc of America
Capital Investors, each under separate voting agreements, have
contractually agreed to vote their shares of Cumulus common stock
in favor of the transaction or any superior proposal approved by
the Cumulus board of directors, as provided in the merger
agreement.

Under the merger agreement, Cumulus may solicit superior proposals
from third parties during the next 45 days.  In accordance with
the agreement, the board of directors of Cumulus, through its
special committee and with the assistance of its independent
advisors, intends to actively solicit superior proposals during
this period.  Cumulus advises that there can be no assurance,
however, that the solicitation of superior proposals will result
in an alternative transaction.  Cumulus currently does not intend
to disclose publicly developments with respect to the solicitation
process unless and until its board of directors has made a
decision to pursue such a superior proposal.

Merrill Lynch & Co. acted as financial advisor to the investor
group.  Jones Day and Debevoise & Plimpton LLP acted as legal
advisors to the investor group.

Credit Suisse Securities (USA) LLC acted as financial advisor to
the special committee.  Sutherland Asbill & Brennan LLP and
Richards, Layton & Finger, P.A. acted as legal advisors to the
special committee.

                        About Merrill Lynch

Merrill Lynch Global Private Equity is the private equity
investment arm of Merrill Lynch & Co., Inc. -- http://www.ml.com/
--

                       About Cumulus Media

Headquartered in Atlanta, Georgia, Cumulus Media, Inc. (NASDAQ-GS:
CMLS) -- http://www.cumulus.com/-- owns and operates FM and AM  
radio station clusters serving mid-sized markets throughout the
U.S.  As of Dec. 31, 2006, directly and through its investment in
Cumulus Media Partners LLC, it owned or operated 344 stations in
67 U.S. markets and provided sales and marketing services under
local marketing, management and consulting agreements to one
additional station.

                          *     *     *

The company's secured revolver and secured term loans continue to
carry Moody's Investors Service's Ba3 rating.


DELPHI CORPORATION: Moves Bid Deadline to July 31
-------------------------------------------------
Delphi Corporation and its debtor-affiliates extend to:

  (i) July 31, 2007, at 11:00 a.m., prevailing Eastern time, the
      deadline for a Qualified Bidder to submit a Qualified
      Bid for the assets used in the Catalyst Business; and

(ii) August 8, 2007, at 10:00 a.m., prevailing Eastern time,
      the date on which they will conduct an auction, if
      necessary, for the sale of the Catalyst Business Assets.

In addition, the Debtors delivered to the U.S. Bankruptcy Court
for the Southern District o new York, on July 18, 2007, a modified
list of the executory contracts and unexpired leases that they
intend to assume and assign in connection with the sale of the
Catalyst Business.

A 51-page list of the Contracts and Leases is available for free
At http://ResearchArchives.com/t/s?21b9

As reported in Troubled Company Reporter on June 7, 2007, the
Debtors entered into a sale and purchase agreement with Umicore
for the sale of its global OE and aftermarket catalyst business.  
Subject to the terms and conditions of the agreement, the
aggregate purchase price for the assets related to the catalyst
business is $55.6 million, subject to adjustments.  The Debtors,
as part of their transformation plan, identified the catalyst
business as a non-core business line that would be better
positioned within another firm.

                           Objections

(1) A-1 Specialized Services & Supplies

A-1 Specialized Services & Supplies, Inc., contests the Debtors'
assignment of the parties' contracts to Umicore S.A., the
stalking horse bidder.

A-1 supplies the Debtors with platinum, palladium, and rhodium,
which the Debtors use in the production of automotive components.  
A-1 also reclaims PGM from the Debtors' industrial manufacturing
scrap.

Ashok Kumar, owner of A-1, points out that Umicore and A-1 are
major competitors in the supply and reclamation of PGM.  He notes
that when Umicore acquired PGM-related assets in 2003, the
transaction was identified by the European Commission as having a
potential anti-competitive impact, and A-1 was specifically
identified and questioned by the EC with regard to that impact
due to A-1's status as a competitor.

The A-1 Contracts, with their inter-relationship between PGM
reclamation and subsequent availability of PGM supply, have
involved very frequent discussions of price and market
availability, and inventory repurchases by A-1, with consequent
adjustments and pricing decisions, Mr. Kumar tells Judge Drain.  
He contends that the A-1 Contracts, if assigned to Umicore, would
be:

  (1) revealing of confidential business practices;

  (2) subject to substantial manipulation in world markets;

  (3) inappropriate; and

  (4) a probable violation of European and U.S. anti-trust laws.

Umicore has more than sufficient resources to fully supply the
manufacturing needs and fully service the reclamation needs of
the Debtors' PGM catalyst manufacturing operations, Mr. Kumar
says.  He avers that the Debtors and Umicore will not be harmed
if the the A-1 Contracts will not be assigned to Umicore.

A-1 also objects to the Debtors' proposed $430,384 cure amount in
connection with the assumption and assignment of the A-1
Contracts.  Mr. Kumar asserts that the prepetition arrearages due
A-1 are the metals that were in the possession of the Debtors as
of the date of the petition, namely:

  * platinum - 500 troy ounces;
  * palladium - 4,000 troy ounces; and
  * rhodium - 300 troy ounces.

Mr. Kumar relates that A-1 set off those prepetition arrearage
metals in the Debtors' possession against metals that were, at
the Petition Date, in its possession.

(2) Maricopa County Treasurer

The Maricopa County Treasurer objects to the sale of the Debtors
property located in Maricopa County, Arizona, on personal
property parcel 949-65-352 to the extend that the tax liabilities
associated with the property are not fully paid at closing from
the proceeds of the Sale in accordance with A.R.S. Section 42-
17153 (1999).

The Maricopa Property is encumbered with a fully perfected tax
lien aggregating $2,628 plus accruing interest for a 2006 tax
liability, Barbara Lee Caldwell, Esq., at Hebert Schenk, P.C., in
Phoenix, Arizona, informs the Court.

Under Arizona law, the County has a valid lien that is prior and
superior to all other liens and encumbrances on the Property,
Ms. Caldwell asserts.  It is also unlawful for the Debtors to
knowingly sell or transfer the Property until all taxes are paid,
Ms. Caldwell contends, citing A.R.S. Section 42-19107(A).

By this objection, the Maricopa County Treasurer asks the Court
to direct the Debtors to pay the taxes associated with the
Property before it is transferred.

(3) Corning Inc.

Corning Incorporated informs Judge Drain that it simply cannot,
at this time, agree to the Debtors' proposed $2,126,000 cure
amount for the assumption and assignment of the parties' four
contracts, represented by Purchase Order Nos. 50186, 50187,
50188, and 50189.  Corning believes that additional amounts may
be due.

Due to the limited time between the delivery of the Debtors'
lease assumption notice and the deadline to object to that
notice, however, Corning was not able to identify the Contracts,
nor form an opinion as to the assumption of the Contracts.

Corning thus asks the Court to:

  (a) disapprove the assumption of the Corning Contracts and the
      proposed cure amounts; and

  (b) schedule a hearing to consider its objection.

Prior to any hearing on its objection, Corning assures the Court
that it will endeavor to further review its books and records and
correspond with the Debtors to amicably resolve any cure amount
and assumption issues.

                        About Delphi Corp.

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single largest global supplier
of vehicle electronics, transportation components, integrated
systems and modules, and other electronic technology.  The
company's technology and products are present in more than 75
million vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on Dec. 31, 2007.

(Delphi Corporation Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


DORAL FINANCIAL: Fitch Removes All Ratings from Watch Negative
--------------------------------------------------------------
Fitch Ratings has removed all of Doral Financial Corporation's
ratings from Rating Watch Negative and DRL's Rating Outlook is
Positive.  Fitch currently rates DRL's long-term Issuer Default
Rating 'CCC'.  The Support Rating Floor for DRL and its principal
subsidiary remains unchanged at No Floor.  

DRL's Positive Rating Outlook is driven by the closing of the
equity sale and the payment of a significant impending debt
maturity.  On July 19, DRL announced that it had received all
regulatory approvals and closed the equity sale of a 90% stake to
Bear Stearns Merchant Banking for $610 million.  In addition, DRL
announced that they have paid the impending $625 million debt
maturity.

The equity transaction has removed the immediate liquidity
pressure and potential imminent default.  However, immediate and
long-term concerns still exist, which include demonstrated success
of the business model, an ability to return to profitability,
rising non-performing assets that could cause credit costs to
rise, the currently weakened state of Puerto Rico's economy, and
DRL's reduced market position in Puerto Rico.  Fitch views that
with the recapitalization of the firm complete, DRL can now focus
entirely on improving the financial profile of the company.  
Resolution of the Rating Watch Positive will be driven by improved
operating metrics and satisfactory review of liquidity and
capitalization plans.

These ratings have a Positive Rating Outlook:

Doral Financial Corporation

  -- Long-term Issuer Default Rating 'CCC';
  -- Senior debt to 'CCC/RR4'';
  -- Preferred stock to 'C/RR6';
  -- Short-term Issuer Default Rating 'C';
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'E'.

Doral Bank

  -- Long-term Issuer Default Rating 'B' ;
  -- Long-term deposits B+;
  -- Support '5';
  -- Support Floor 'NF';
  -- Individual 'D';
  -- Short-term Issuer 'B';
  -- Short-term deposit obligations 'B'.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


DORAL FINANCIAL: Stock Sale Cues S&P to Remove Developing Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' counterparty
credit rating on Doral Financial Corp. has been removed from
CreditWatch Developing, where it was placed on April 30, 2007.  
Subsequently, the rating was placed on CreditWatch Positive.
     
The rating action follows Doral's announcements that it has sold
its common stock to Doral Holdings Delaware LLC, a newly formed
entity, and repaid in full $625 million in senior notes, which
mature today.  Doral Holdings Delaware LLC's investors include
Bear Stearns Merchant Banking and other institutional investors.  
Furthermore, S&P expect Doral to transfer its portfolio of
mortgage servicing rights to Doral Bank Puerto Rico, which has
received regulatory approval and a dividend of at least
$150 million from its principal banking subsidiary.  S&P also
expect Doral to realize additional funds from its sale of 11 New
York City branches, which regulators approved, and S&P expect it
to close in late July.  With the recapitalization now complete,
S&P expect Doral to finalize shortly its agreement to settle all
claims in the consolidated securities class action and shareholder
derivatives litigation, which has received final court approval.  
In fourth-quarter 2006, Doral had established a litigation reserve
of $95 million for these pending claims.
      
"We think the expected recapitalization resolves the company's
near-term liquidity issues and improves its capital position,"
said Standard & Poor's credit analyst Robert Hansen.  
"Furthermore, we expect the recapitalization to have a positive
effect on the company's reputation among both depositors and
investors, which we believe has been tarnished by the ongoing
accounting and liquidity issues.  However, although we view the
recapitalization positively, we remain concerned about Doral's
weak profitability, the challenging economic environment in Puerto
Rico, and weakening credit quality," added Mr. Hansen.  Also,
Doral continues to operate under a variety of consent orders and
memorandums of understanding with its primary regulators, the
Federal Reserve, the FDIC, and the Office of the Commissioner.
     
The CreditWatch placement reflects S&P's expectation that
management will become more focused on executing its business
strategy following its recapitalization.  In assessing the
potential for an upgrade, S&P will access details of the
recapitalization plan, management's business strategy, the final
resolution of various accounting issues, and the company's ability
to return to profitability in the near term, amid difficult
industry conditions.  S&P expect to resolve the CreditWatch within
90 days and expect the counterparty credit rating to raise no more
than two notches to 'BB-'.


DRIVETIME AUTOMOTIVE: Moody's Rates $160 Mil. Unsec. Notes at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $160 million
senior unsecured notes of DriveTime Automotive Group and DT
Acceptance Corp.  The rating outlook is stable.

The notes, which are due in 2013, will replace the company's
existing $80 million issue of senior unsecured notes due 2010,
with the exception of a $1.5 million stub piece included in a CDO
that will remain outstanding (these notes were rated B2 by Moody's
at the time of issuance in September 2005).

In assigning the B2 rating, Moody's took into account DriveTime's
integrated auto dealer/auto finance franchise focused on the sub-
prime segment of the market, its centralized systems and risk
management infrastructure, as well as the experience of its owners
and management team in this sector.  Also factored into the rating
are DriveTime's improved credit metrics and core profitability.

On the other hand, Moody's notes that DriveTime's reliance on
confidence-sensitive securitization and other secured funding is a
rating constraint.  DriveTime's liability structure limits its
financial flexibility, and provides for the effective
subordination of the senior unsecured notes.  Moreoever, Moody's
notes that DriveTime's business concentration in the sub-prime
segment increases its vulnerability to adverse economic
developments.

DriveTime Automotive Group and DT Acceptance Corp. reported
combined assets of $1.45 billion as of March 31, 2007.  The firm
is headquartered in Phoenix, Arizona.


DRIVETIME AUTO: S&P Rates $160 Million Senior Notes at B
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to the $160 million of senior notes due 2013
issued by DriveTime Automotive Group Inc. and its affiliate, DT
Acceptance Corp.
     
On May 1, 2007, S&P raised the long-term counterparty credit
rating on DriveTime to 'B+'.  The rating action was based on
DriveTime's strong niche position in the fragmented used vehicle
market, and its solid earnings and capitalization.
     
DriveTime owns and operates the largest chain of used automobile
dealerships in the U.S. that caters to subprime customers.  It
offers credit-challenged consumers options for financing a vehicle
that typically would not be obtainable from most franchisees or
independent used automobile dealers.


EVRAZ OREGON: S&P Assigns Corporate Credit Rating at B+
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Evraz Oregon Steel Mills Inc., a minimill
producer of specialty and commodity steel products.  The outlook
is stable.
     
At the same time S&P assigned its 'BB-' senior secured bank loan
rating, one notch above the corporate credit rating, and '2'
recovery rating to the company's proposed $1.2 billion senior
secured term loan.  The '2' recovery rating indicates an
expectation of substantial (70%-90%) recovery in the event of a
payment default.  The bank loan ratings are based on preliminary
terms and conditions.
     
Proceeds from the proposed term loan will be used to refinance
intercom any debt and to further prepay the bridge loan used to
fund the purchase of the company by Russian steel maker, Evraz
Group S.A. (BB-/Negative/--), in January 2007 for $2.3 billion, or
around 6.9x 2006 EBITDA.  The acquisition is a strategic move by
Evraz Group to enter the North American steel market and to
geographically diversify sales and end markets by creating captive
demand for its slab.
     
"Strong industry conditions should allow the company to generate
cash flow and reduce its high debt levels," said Standard & Poor's
credit analyst Marie Shmaruk.  "We could change the outlook to
positive or raise the ratings if it significantly lowers debt
levels and commits to running its operations with appreciably
lower debt leverage.  S&P could lower the ratings if EOSM fails to
lower debt as expected and its markets materially weaken,
resulting in a weaker financial profile."
     
Headquartered in Portland, Oregon, EOSM produces plate, welded and
seamless pipe for oil and gas applications, structural tubing,
rail, wire rod, and bar.


FINISAR CORP: Denies Default Under Terms of Notes Indentures
------------------------------------------------------------
Finisar Corporation denies that it is in default under the terms
of indentures for the company's 2-1/2% Convertible Senior
Subordinated Notes due 2010, its 2-1/2% Convertible Subordinated
Notes due 2010 and its 5-1/4% Convertible Subordinated Notes due
2008.

The company received three substantially identical purported
notices of default last week from U.S. Bank Trust National
Association, as trustee for the company's 2-1/2% Convertible
Senior Subordinated Notes due 2010, its 2-1/2% Convertible
Subordinated Notes due 2010 and its 5-1/4% Convertible
Subordinated Notes due 2008.

The notices asserted that the company's failure to timely file its
Form 10-K report for the fiscal year ended April 30, 2007 with the
Securities and Exchange Commission and to provide a copy to the
Trustee constituted a default under each of the three indentures
between the company and the Trustee governing the respective
series of notes.  The notices each indicated that, if the company
does not cure the purported default within 60 days, an "Event of
Default" would occur under the respective Indenture.

The company does not believe it is in default under the terms of
the Indentures.  It is the company's contention that the plain
language of each Indenture requires only that the company file
with the Trustee reports that have actually been filed with the
SEC and that, since the October 10-Q, the January 10-Q and the
Form 10-K have not yet been filed with the SEC, the company is
under no obligation to file them with the Trustee.

As also reported, the company, on March 2, 2007, commenced a
lawsuit in the Superior Court of the State of California for the
County of Santa Clara against the Trustee seeking a declaration
that the company is not in default under the three Indentures with
respect to the October 10-Q.  The Trustee filed an answer to the
complaint generally denying all allegations and also filed a
notice of removal of the state case to the United States District
Court for the Northern District of California.  The Company filed
a motion to remand the case to the California Superior Court.  A
hearing on that motion is scheduled for September 2007.  On June
21, 2007, the company commenced a second lawsuit in the Superior
Court of the State of California for the County of Santa Clara
(Case No. 1:07-CV-088503) against the Trustee seeking a
declaration that the company is not in default under the three
Indentures with respect to the January 10-Q and later SEC filings.  
The Trustee has not yet responded to the second complaint.

As reported in the Troubled Company Reporter on Jan. 16, 2007, the
company received three similar purported notices of default from
the Trustee with respect to the company's failure to timely file
its Form 10-Q report for the quarter ended Oct. 29, 2006 with the
SEC and to provide a copy to the Trustee.  On March 7, 2007, the
company reported that the 60-day period to cure the purported
default with respect to the October 10-Q had expired and that, as
a result, the Trustee or holders of at least 25% in aggregate
principal amount of one or more series of the notes may take the
position that an Event of Default has occurred under the
Indentures and attempt to assert the contractual right to declare
all unpaid principal, and any accrued interest, on the Notes of
such series to be due and payable.  As previously reported, in
April 2007, the company received three similar purported notices
of default from the Trustee with respect to the Company's failure
to timely file its Form 10-Q report for the quarter ended Jan. 28,
2007 with the SEC and to provide a copy to the Trustee.
     
The company has delayed filing the October 10-Q, the January 10-Q
and the Form 10-K pending the completion of a review of its
historical stock option practices being conducted by the Audit
Committee of its Board of Directors.  As previously reported, the
Audit Committee's investigation is substantially complete.  The
company's management, in conjunction with the Audit Committee, is
in the process of finalizing revised measurement dates for a
number of stock option grants issued during the period from
November 1999 to September 2006, after which it will determine the
amount of non-cash charges for compensation expenses, the
resulting tax impact and the accounting impact on its financial
statements for each fiscal period going back to fiscal 2000.  When
this is complete, the company will prepare revised historical
financial statements.  The company plans to file the October 10-Q,
the January 10-Q and the Form 10-K as soon as practicable
following the preparation of revised historical financial
statements.

                     About Finisar Corporation

Headquartered in Sunnyvale, California, Finisar Corporation
(NASDAQ: FNSR) -- http://www.finisar.com/-- provides fiber optic  
components and subsystems and network test and monitoring systems.  
These products enable high-speed data communications for
networking and storage applications over Gigabit Ethernet Local
Area Networks, Fibre Channel Storage Area Networks, and
Metropolitan Area Networks using Fibre Chanel, IP, SAS, SATA, and
SONET/SDH protocols.


GOODMAN GLOBAL: S&P Places Ratings on Developing CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Goodman
Global Holdings Inc., including its 'B+' corporate credit rating,
on CreditWatch with developing implications.  The action followed
the company's announcement that it had engaged Goldman, Sachs &
Co. and J.P. Morgan Securities Inc. to assist management and the
board of directors in identifying and evaluating various
shareholder-enhancing options.
     
"In resolving its CreditWatch listing, we will monitor
developments associated with the company's pursuit of strategic
alternatives," said Standard & Poor's credit analyst Michael
Scerbo.
     
The CreditWatch placement indicates that the ratings might be
affirmed, raised, or lowered, depending on Goodman Global's credit
profile following a potential transaction.
     
"An acquisition by a strategic buyer with a stronger credit
profile may result in an upgrade," Mr. Scerbo said.  
"Alternatively, an acquisition by a financial buyer, resulting in
a material increase in leverage, could result in a downgrade."
     
As the company may not provide ongoing guidance about its
progress, S&P may decide to resolve the CreditWatch listing at a
later date if it appears a transaction is not likely to occur.


GREGG APPLIANCES: Amends IPO Condition for Sr. Notes Tender Offer
-----------------------------------------------------------------
Gregg Appliances Inc. has amended the IPO Condition to its
obligation to accept, and pay for, the 9% Senior Notes validly
tendered pursuant to the Tender Offer and consent solicitation  
for all of Gregg Appliances' $111,205,000 aggregate amount of 9%
Senior Notes due 2013.

As described in the Offer to Purchase and Consent Solicitation
Statement dated June 26, 2007, Gregg Appliances' obligation to
accept, and pay for, the 9% Senior Notes validly tendered  
pursuant to the Tender Offer is conditioned, on the consummation
of the initial public offering of hhgregg, resulting in gross
proceeds to hhgregg of at least $50,000,000.

Gregg Appliances' may, in its sole discretion waive or amend any
of the conditions to the Tender Offer or Consent Solicitation.
Gregg Appliances' has amended the IPO Condition to provide that
the consummation of the IPO, resulting in gross proceeds to
hhgregg of at least $48,750,000, is a condition to Gregg
Appliances' obligation to accept the 9% Senior Notes for purchase
and pay the Tender Offer Consideration and Consent Payment, as
applicable.

The Tender Offer is scheduled to expire at midnight, New York City
time, on July 24, 2007, unless terminated or extended.

All other terms and conditions of the Tender Offer and the Consent
Solicitation, will remain as described in the Statement.

Gregg Appliances expressly reserves the right, in its sole
discretion, subject to applicable law to:

   a) terminate prior to the expiration date any Tender Offer and
      Consent Solicitation and not accept for payment any 9%
      Senior Notes not theretofore accepted for payment;

   b) waive on or prior to the expiration date any and all of the
      conditions of the Tender Offer and the Consent Solicitation;
  
   c) extend the expiration date; and
  
   d) amend the terms of the tender offer or consent solicitation.

The foregoing rights are in addition to its right to delay
acceptance for payment of the 9% Senior Notes tendered under the
tender offer or the payment for the 9% Senior Notes accepted for
payment in order to comply in whole or in part with any applicable
law, subject to Rule 14e-l(c) under the Securities Exchange Act of
1934, as amended, to the extent applicable, which requires that an
offeror pay the consideration offered or return the securities
deposited by or on behalf of the holders thereof promptly after
the termination or withdrawal of the tender offer.

Wachovia Securities is acting as exclusive dealer manager and
solicitation agent for the Tender Offer and the Consent
Solicitation.  The information agent and tender agent for the
tender offer is Global Bondholder Services Corporation.  Questions
regarding the Tender Offer and Consent Solicitation may be
directed to Wachovia Securities' Liability Management Group,
telephone number 866-309-6316 (toll free) and 704-715-8341 (call
collect).

Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be directed to
Global Bondholder Services Corporation, telephone number (866)
470-4500 (toll free) and (212) 430-3774 (call collect).

                        About hhgregg Inc.

hhgregg Inc. (NYSE:HGG) is the company of Gregg Appliances Inc.
and a specialty retailer of premium video products, brand name
appliances, audio products and accessories.  hhgregg currently
operates 79 stores in Alabama, Georgia, Indiana, Kentucky, North
Carolina, Ohio, South Carolina and Tennessee.

                       About Gregg Appliances

Headquartered in Burbank, California, Gregg Appliances Inc. --
http://www.hhgregg.com/-- is a specialty retailer of consumer  
electronics, home appliances, mattresses and related services.  It
operates under the hhgregg(R) and Fine Lines(R) brands in 79
stores in Alabama, Georgia, Indiana, Kentucky, North Carolina,
Ohio, South Carolina and Tennessee.

                           *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Standard & Poor's Rating Services raised its corporate credit
rating on Gregg Appliances Inc. to 'B+' from 'B'.


HEALTH CARE: Fitch Lifts Preferred Stock Rating from BB+ to BBB-
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Health Care REIT as:

  -- Issuer default rating to 'BBB' from 'BBB-';
  -- Unsecured bank credit facility to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Convertible senior unsecured notes to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+';
  -- The Rating Outlook is Stable.

The rating upgrade is primarily driven by the meaningful increase
in the size and diversity of HCN's portfolio over the past several
months, and now includes a sizable component of medical office
buildings, outpatient facilities, and specialty hospitals.  The
company's platform of medical office buildings was facilitated by
the purchase of Windrose Medical Properties Trust in December 2006
and was further solidified with the purchase of a large portfolio
of assets and a property management company that specializes in
managing medical offices in May 2007.  Fitch is comfortable that
the integration of the acquisitions has been completed smoothly.

Fitch notes that during the past two and a half years, HCN's total
assets have roughly doubled, with the bulk of the increase coming
during the past year.  The company's medical office assets are
currently well-leased at approximately 93%.

The addition of these facilities to the portfolio further
decreases HCN's reliance on revenue from its top facility
operators.  HCN's top five operators represented 31% of its total
investment balance as of March 31, 2007, down from 42% as of
June 30, 2006 and 48% as of Sept. 30, 2004.

Moreover, HCN's medical office platform reduces its exposure to
government reimbursement risk.  Skilled nursing facilities and
specialty hospitals, which generate the vast majority of revenue
from government sources, represented 47% of HCN's total portfolio
during the first quarter of 2007, down from 52% during the first
quarter of 2006.

Fitch expects the company to maintain debt service coverage ratios
and leverage metrics within historical ranges.  HCN's interest
coverage, as defined by recurring EBITDA over total interest
expense, was 3 times for the last 12 months and fixed charge
coverage, as defined by recurring EBITDA after adjusting for
capital expenditures and preferred dividends was 2.5x for the same
period.  HCN's total debt to undepreciated book capital was 49.6%
and total debt plus preferred securities to total undepreciated
book capital was 56.7% at March 31, 2007.

In addition to the company's solid operating performance, Fitch
also notes that HCN's financial flexibility and liquidity position
have increased meaningfully during the past year.  HCN's
unencumbered asset pool included 534 assets with a gross book
value of $3.7 billion at March 31, 2007.  This is up from
$2.6 billion at Sept. 30, 2005.  Fitch calculated HCN's
unencumbered asset coverage to be 1.9x at March 31, 2007, which is
appropriate for the rating category.

HCN's ratings have traditionally been supported by the stable cash
flows generated from its investments in multiple property types,
predominantly long-term, triple-net-leases to operators of health
care facilities with solid track records.  Fewer than 5% of HCN's
investments expire annually.  Additionally, the bulk of the
company's assets are held within master leases or are cross-
collateralized, minimizing the ability of operators to selectively
renew high performing assets.


HINES HORTICULTURE: CEO Robert Ferguson Resigns
-----------------------------------------------
Hines Horticulture Inc.'s Robert A. Ferguson, who served as Chief
Executive Officer, President and a director of the company, is no
longer an employee or an officer of the company and its
subsidiary.

Pursuant to the terms of the Employment Agreement, dated Aug. 3,
1995, by and between Mr. Ferguson and Hines Nurseries, Inc., a
wholly-owned subsidiary of the company, Mr. Ferguson will receive:

   i. one time severance payment of $650,000, less applicable
      withholding,

  ii. a lump sum cash payment delivered by no later than April 20,
      2008 equal to a pro rata portion of Mr. Ferguson's bonus for
      the 2007 fiscal year and

iii. the company shall continue to pay employee's health
      insurance benefits for the period beginning July 18, 2007,
      and ending Aug. 17, 2008.

Additionally, Stephen C. Avery, who served as Vice President of
Operational Excellence & Human Resource of the company, also left
the company.  

In connection with Mr. Avery's departure, the company entered into
a Confidential Resignation Agreement and General Release with Mr.
Avery on July 17, 2007.  Pursuant to the terms of the Avery
resignation agreement and in consideration for the releases and
agreements of Mr. Avery contained therein, Mr. Avery will receive:

   i. a one time severance payment of $103,500, less applicable
      withholding;

  ii. the pro rata portion of any bonus which Mr. Avery otherwise
      would have been entitled to receive had Mr. Avery otherwise
      been employed by the company on the last day of the 2007
      fiscal year, which bonus will be paid at the same time that
      other bonuses for such ended fiscal year are paid to other
      employees of the company, consistent with past practices;
      and

iii. the company will continue to pay employee's health insurance
      benefits for the period beginning July 18, 2007, and ending
      Aug. 31, 2007.

Following the departure of Robert A. Ferguson from the company,
the board of directors of the company elected James R. Tennant as
Chief Executive Officer and President of the Company, effective
July 17, 2007.  

Mr. Tennant, age 54, has served as a director of the company since
October 1998 and as Chairman of the Board since April 2007.  From
January 2005 until his appointment as Chief Executive Officer and
President of the Company, Mr. Tennant was retired.  Mr. Tennant
served as Chairman and Chief Executive Officer of Home Products
International, a manufacturer and full-service marketer of quality
consumer houseware products, from April 1994 to December 2004.  
Upon his appointment as chief executive officer of the company,
Mr. Tennant ceased to act as an audit committee member of the
board of directors of the company.  The board of directors of the
company is considering appropriate compensation arrangements for
Mr. Tennant.

                      About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates  
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                        *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Standard & Poor's Ratings Services lowered its ratings on Irvine,
California-based Hines Horticulture Inc., including its corporate
credit rating to 'CCC+' from 'B-'.  The outlook is developing.


INTERNATIONAL COAL: Posts $10.2 Mil. Net Loss in 2nd Quarter 2007
-----------------------------------------------------------------
International Coal Group Inc. reported a net loss of
$10.2 million for the second quarter ended June 30, 2007, compared
to a net loss of $600,000, or essentially break-even per share on
a diluted basis, for the same period in 2006.

The increased net loss was primarily due to fewer tons sold
compared to the same period in 2006, resulting from the delayed
ramp-up of new mine production, geologic issues at several other
mines, and constricted rail service that delayed June shipments.

Revenues of $208.1 million for the second quarter of 2007,
compared to $225.1 million for the same period a year ago.

At June 30, 2007, the company's total assets were $1.4 billion,
total liabilities were $739.7 million, minority interest was
$721,000, and total stockholders' equity was $641.8 million.

                        Six-Month Results

Revenues for the first six months of 2007 totaled $436.4 million,
compared to $438.6 million for the same period in 2006.  Net loss
for the first half was $18.3 million, versus a loss of
$6.8 million, for the same period in 2006.

                            Liquidity

As of June 30, 2007, the company had $16.5 million in cash.
However, while the company is in compliance with its debt
covenants as of June 30, 2007, weak performance in the first half
of the year led management to proactively seek additional sources
of liquidity to provide financial flexibility and to avoid
constraining its capital growth program for Beckley, Sentinel and
Tygart.

On July 16, 2007, the company and its subsidiaries, including ICG,
LLC, entered into a $25 million credit facility with certain funds
affiliated with WL Ross & Co. LLC. ICG and its subsidiaries are
jointly and severally liable for the loan.  The proceeds of the
loan will be used for working capital and other general corporate
purposes and will mature on the earlier of the company's
conclusion of a larger capital markets transaction or 90 days.

Interest on the loan will accrue at the rate of LIBOR plus 3.5%
per annum, payable monthly.  The loan may be prepaid at ICG's
option at any time without penalty.  ICG is actively pursuing a
larger capital markets transaction that would be expected to
provide sufficient liquidity through the end of 2008.  WL Ross &
Co. LLC has communicated to the company that it is committed to
ensuring that ICG has sufficient liquidity to pursue its current
business plan.  ICG's capital requirements for the balance of 2007
and 2008 relate largely to investment in new lower cost
operations, principally the completion of the Beckley project and
the initial phase of the Tygart Valley project.

                      Management's Comments

"Taking into account the charge for Flint Ridge, EBITDA
performance in the second quarter was essentially flat in
comparison to the first quarter," said Ben Hatfield, President and
chief executive officer of ICG.  "However, from a performance
standpoint, the second quarter was disappointing on several
fronts.  Second quarter profits were negatively affected by the
Flint Ridge mine reclamation charge, costs arising from new state
and federal mine regulations, and by adverse geological conditions
encountered at our Knott County, Buckhannon, and Vindex
operations.  Additionally, the expected boost from newly developed
mining operations was suppressed by delayed regulatory approvals
at Philippi's Sentinel-Clarion operation and adverse mining
conditions at the Raven complex.  Despite substantial cost
improvement at several key operations, the weak April and May
results eclipsed much of the June momentum."

Mr. Hatfield continued, "The delay in new production ramp-up and
the other issues largely offset strong second quarter operating
performances at our Eastern, East Kentucky, Illinois and ADDCAR
business units.

"Just as we were poised to benefit from increased production
output in June," Mr. Hatfield added, "several operations were
affected by delayed shipments arising from rail service
interruptions, which increased our coal inventories by 210,000
tons, or 27%, compared to March 31, 2007.  However, overall mine
cost performance improved significantly during June compared to
all prior months in the first half."

                              Outlook

"We believe the spot market will improve somewhat in the second
half of 2007 and more so as we move into 2008," said Hatfield.  "A
key driver will be the level of utility inventory drawdowns as the
summer burn period progresses.  High inventories have dampened
spot coal demand over the past several months. We will continue to
closely manage our production in light of the current pricing
environment.  There are several factors at play that could drive a
more robust turnaround later this year. We expect international
conditions, including port congestion in Australia and high ocean
freight rates, to keep U.S. exports at elevated levels while
imports remain flat.  We expect that these international factors,
coupled with domestic regulatory issues that could lead to
material production constraints, will result in more favorable
pricing conditions during the second half of the year."

                      About International Coal

International Coal Group, headquartered in Scott Depot, West  
Virginia, is engaged in the mining and marketing of coal.  The
company has 11 active mining complexes, of which 10 are located in
Northern and Central Appalachia and one in Central Illinois.  
ICG's mining operations and reserves are strategically located to
serve utility, metallurgical and industrial customers throughout
the Eastern United States.  The company had revenues in the fiscal
year ended Dec. 31, 2006, of $892 million.

                          *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Moody's Investors Service held its B2 corporate family rating on
International Coal Group Inc.  

At the same time, Moody's upgraded the company's speculative grade
liquidity rating to SGL-3 from SGL-4, indicating adequate
liquidity.  The SGL-3 rating reflects Moody's belief that the less
restrictive covenants in ICG's newly amended and restated credit
agreement dated Jan. 31, 2006, will help the company maintain
access to its committed bank facilities with greater ease and
certainty, which will enable the company to fund its liquidity
requirements more comfortably in the next 12 months.


INTERPOOL INC: Completed Offer Cues S&P to Withdraw Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Interpool Inc., including the 'BB' corporate credit rating.  The
rating action follows the company's July 19, 2007, acquisition by
Chariot Acquisition Holding LLC, a company formed by certain
private equity funds managed by affiliates of Fortress Investment
Group LLC.
      
"Ratings were withdrawn due to the successful completion of
Interpool's tender offer for its outstanding rated debt in
conjunction with its acquisition," said Standard & Poor's credit
analyst Betsy Snyder.
     
Interpool is the largest lessor of chassis in North America and
one of the larger participants in the marine cargo container
leasing market.


JEFFREY FITZHENRY: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jeffrey Alan FitzHenry
        Helen Christine FitzHenry
        48990 Via Marina
        Indio, CA 92201

Bankruptcy Case No.: 07-14171

Chapter 11 Petition Date: July 19, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Lazaro E. Fernandez, Esq.
                  3403 Tenth Street, 7th Floor
                  Riverside, CA 92501
                  Tel: (951) 684-4474
                  Fax: (951) 684-4625

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's XX Largest Unsecured Creditors:

Entity                      Nature of Claim       Claim Amount
------                      ---------------       ------------
John Evans, Esq.            personal (legal)           $10,000
74900 U.S. Highway 111,
Suite 211
Indian Wells, CA 92210

United Oxygen Services      medical                     $3,000
74-304 Highway 111
Palm Desert, CA 92260

Desert Hospital             medical                     $2,500
1150 North Indian Avenue
Palm Springs, CA 92262

Eisenhower Medical Center   medical                       $700


JOURNAL REGISTER: Earns $5.5 Million in Quarter Ended July 1
------------------------------------------------------------
Journal Register Company reported net income of $5.5 million for
the quarter ended July 1, 2007, as compared to $9.8 million, for
the prior year period.  The company's adjusted net income of
$6.5 million, for the quarter ended July 1, 2007, as compared to
adjusted net income of $11.2 million, for the quarter ended
June 25, 2006.

Total revenues for the quarter ended July 1, 2007, were
$120.7 million, as compared to total revenues of $131.8 million
for the second quarter of 2006, a decrease of 8.5%.

Total advertising revenues from continuing operations for the
second quarter of 2007 decreased 10.6% to $92.7 million, as
compared to $103.6 million for the second quarter of 2006.
Excluding the results of the company's Michigan cluster, total
advertising revenues were down 8.8% for the second quarter of
2007.

Included in these second quarter results is an adverse net tax
adjustment of approximately $1 million, from a New York State tax
law change that was enacted in April 2007, while the 2006 second
quarter included a special item related to a one-time charge for a
non-compete/separation arrangement of $2.5 million after tax.

Results presented in the accompanying financial summary are for
continuing operations only and exclude the performance of the
company's Massachusetts and Rhode Island properties which were
sold in February 2007.  The Massachusetts and Rhode Island
properties are shown as discontinued operations and their results
are excluded from revenues, operating expenses and operating
income, but are included in 2006 and 2007 net income and earnings
per share.  Net income from discontinued operations totaled
$1.1 million, for the 2006 second quarter.

                        Debt and Interest

The company had $646.4 million of debt, net of cash balances,
outstanding as of July 1, 2007, reflecting a decline of
$79.9 million since Dec. 31, 2006.  The company's capital
expenditures in the second quarter were $6.6 million, including
$1.5 million in online and $2 million for costs in connection with
the new Michigan press and mailroom facility which we anticipate
will be operational in August 2007.

In July, the company prepaid an additional $10 million on the Term
A portion on the company's credit agreement, making the next
payment due in the fourth quarter of 2008.  The company's overall
effective interest rate was 6.3%, an increase from last year's
second quarter rate of 5.7%.  The company's after-tax cost of
capital remains attractive at 3.7%.

                      Management's Comments

Acting chief executive officer James W. Hall stated, "Our second
quarter results, although not satisfactory, are consistent with
the adverse advertising market that continues to affect the
newspaper publishing industry in almost all sectors.  As we work
at various revenue producing initiatives and programs to improve
our future results, we will continue to enhance our operating
efficiency.  Total operating expenses were down 4.8% in the second
quarter from the prior year, and $11.5 million in annual cost
savings has been identified.

"All of us at Journal Register Company have a lot of work to do as
we transform our business model from one that is largely focused
on traditional print media to one that is also consistent with our
new, online media platforms.  As customer expectations continue to
evolve, we expect advertising revenues to continue to shift from
print to online until some level of balance is reached.  We are
confident our talented employees will carry us through this
interesting transition period of integrating our print and online
offerings over the next several quarters."

Commenting on the company's revenue trends, Julie A. Beck, senior
vice president and chief financial officer said, "We are obviously
disappointed by the contraction of our revenues this past quarter;
however, we are very pleased with the results of our Hyper-Local
online operations, which continued to perform well.  During the
first half of this year, we made a significant investment in our
online operations of $7.6 million, and we look forward to
accelerating growth in this business."

                      About Journal Register

Journal Register Company - http://www.JournalRegister.com/--    
owns 22 daily newspapers and 345 non-daily publications.  It  
currently operates 226 individual Web sites that are affiliated  
with the company's daily newspapers, non-daily publications and  
its network of employment Web sites that can be accessed through  
the company's Web site.  All of the company's operations are  
clustered in six geographic areas: Greater Philadelphia; Michigan;  
Connecticut; Greater Cleveland; and the Capital-Saratoga and  
Mid-Hudson regions of New York.  The company owns JobsInTheUS,  
a network of 19 premier employment Web sites.

                          *     *     *

Journal Register Co. continues to carry Moody's Ba3 long-term  
family and bank loan debt ratings, as well as B1 probability-of-
default rating.  The outlook remains stable.

The company also carries Standard & Poor's BB- long-term foreign  
and local issuer credit ratings.


KINETIC CONCEPTS: Earns $58.1 Million in Second Quarter 2007
------------------------------------------------------------
Kinetic Concepts Inc. reported net earnings for the second quarter
of 2007 were $58.1 million, up 25%, compared to $46.6 million for
the same period one year ago.  For the first half of 2007, net
earnings were $111.6 million, up 17% compared to $95.1 million
from last year.

Second quarter 2007 total revenue of $396.7 million, an increase
of 20% from the second quarter of 2006.  Total revenue for the
first half of 2007 was $765.5 million, an 18% increase from the
prior-year period.  Foreign currency exchange movements favorably
impacted total revenue for the second quarter and first six months
of 2007 by 2% compared to the corresponding periods of the prior
year.

At June 30, 2007, the company listed $960.7 million in total
assets, $459.4 million in total liabilities, and $501.3 million in
total stockholders' equity.

"We continue to execute on our 2007 initiatives which include
further V.A.C.(R) penetration in established markets and increased
investment in research and development," said Catherine Burzik,
President and Chief Executive Officer of KCI. "At the same time,
we are driving fiscal discipline and global alignment throughout
the organization."

                          Revenue Recap

Domestic revenue was $285 million for the second quarter and
$552.6 million for the first six months of 2007, representing
increases of 19% and 17%, respectively, from the prior year due
primarily to increased rental and sales volumes for V.A.C. wound
healing devices and related disposables.

International revenue of $111.6 million for the second quarter and
$212.9 million for the first half of 2007 increased 22% and 20%,
respectively, compared to the prior year due primarily to
increased V.A.C. revenue.

Worldwide V.A.C. revenue was $317.3 million for the second quarter
of 2007 and $605.9 million for the first half of 2007,
representing increases of 24% and 21%, respectively, due primarily
to increased rental and sales volumes for V.A.C. wound healing
devices and related supplies.

Worldwide surfaces revenue was $79.3 million for the second
quarter of 2007 and $159.6 million for the first six months of
2007, representing increases of 7% and 6%, respectively, from the
corresponding periods of the prior year.

                          Profit Margins

Gross profit for the second quarter and first six months of 2007
was $190.1 million and $361.3 million, respectively, representing
increases of 25% and 19% from the same periods of the prior year.

Operating profit for the second quarter and first six months of
2007 was $90.1 million and $173.3 million, respectively,
representing increases of 26% and 18% from the same periods of the
prior year.

                           Refinancing

KCI has received lender commitments to fund a new $500 million
revolving credit facility due July 2012.  Upon closing, KCI
intends to use a portion of the new credit facility to repay the
outstanding balance of $114.1 million due on our existing senior
credit facility due August 2010.  In addition, after the required
notice period, the company intends to redeem the remaining
$68.1 million due under its 7-3/8% senior subordinated notes due
August 2013.  The closing of the new credit facility is expected
to occur on or about July 31, 2007, subject to a number of
conditions.  There can be no assurance, however, that these
conditions will be satisfied.

The proposed new financing is designed to provide enhanced
strategic and operational flexibility and capacity with fewer and
less restrictive covenants and a lower overall cost of capital.

                             Outlook

KCI is increasing its projections for 2007 total revenue to
$1.56 billion to $1.59 billion based on continued demand for its
V.A.C. negative pressure wound therapy devices and related
supplies.  The company is also raising its projections for net
earnings per diluted share for 2007 to $3.10 to $3.20 per share,
based upon a weighted average diluted share estimate of 71 million
to 72 million shares. The 2007 guidance includes estimated charges
associated with the debt refinancing transaction of approximately
$7.5 million before income taxes.

                      About Kinetic Concepts

Kinetic Concepts Inc. (NYSE: KCI) -- http://www.kci1.com/--   
designs, manufactures, markets and provides a wide range of
proprietary products that can improve clinical outcomes while
helping to reduce the overall cost of patient care.


KINETIC CONCEPTS: Moody's Rates New $500 Mil. Bank Facility at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Kinetic
Concepts, Inc.'s new $500 million senior secured revolving bank
facility.

Moody's expects the proceeds from the new facility to be used to
pay the outstanding balance on KCI's existing senior secured term
loan B and senior subordinated notes.  Moody's does not expect KCI
to draw significantly on their revolver over the next twelve
months since the company is able to internally fund current cash
requirements through its strong cash flow production.

Earlier this month, Moody's upgraded Kinetic Concepts outlook to
positive from stable and affirmed the company's Corporate Family
Rating at Ba2.  The positive outlook reflects the expansion of
free cash flow and reduction of outstanding debt, which together
have contributed significantly to improve KCI's financial
flexibility and credit metrics.  Concurrently, Moody's affirmed
the Ba2 Corporate Family Rating.

Moody's assigned this rating:

-- Senior Secured Revolving Credit Facility, Ba2, LGD3, 34%

Moody's affirmed this rating:

-- Corporate Family Rating, Ba2

Moody's lowered this rating:

-- Probability of Default Rating, Ba3, from Ba2

Moody's will withdraw these ratings at the close of the
transaction:

-- Term Loan B, Ba2, LGD3, 40%
-- Senior Subordinated Notes, B1, LGD5, 87%

Moody's lowered the company's probability of default rating to Ba3
from Ba2.  The new PDR reflects the change to an all first lien
bank capital structure with affirmative financial covenants.  In
connection with the transition to the all first lien capital
structure, and in accordance with our loss given default
methodology, Moody's increased the family recovery rate for the
debt capital of the issuer to 65% from 50% and lowered the PDR to
Ba3 from Ba2.  Although the lower PDR reflects a higher default
probability, the expected loss of the issuer embedded in the Ba2
CFR remains the same.

The senior secured revolver is rated the same as the corporate
family rating.  The lack of positive notching reflects the absence
of loss absorption that was previously provided by the presence of
subordinated notes in the capital structure.

The outlook is positive.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas,
provides therapies for advanced wound healing and for the
treatment and prevention of complications suffered by patients as
a result of immobility.  Revenues for the twelve months ended
March 31, 2007 were about $1.4 billion.


LEAST INVESTMENT: Moody's Junks Ratings on Six Certificate Classes
------------------------------------------------------------------
Moody's Investors Service downgraded its ratings on nine classes
of notes issued by Lease Investment Flight Trust.  The complete
rating action are:

Downgraded:

Issuer: Lease Investment Flight Trust, Series 2001-1

-- Class A-1 Floating Rate Notes due July 15, 2031, downgraded to
    B2 from Baa2;

-- Class A-2 Floating Rate Notes due July 15, 2031, downgraded to
    B2 from Baa2;

-- Class A-3 Floating Rate Notes due July 15, 2016, downgraded to
    Baa3 from Baa1;

-- Class B-1 Floating Rate Notes due July 15, 2031, downgraded to
    Ca from B3;

-- Class B-2 Fixed Rate Notes due July 15, 2031, downgraded to Ca
    from B3;

-- Class C-1 Floating Rate Notes due July 15, 2031, downgraded to
    C from Caa3;

-- Class C-2 Fixed Rate Notes due July 15, 2031, downgraded to C
    from Caa3;

-- Class D-1 Floating Rate Notes due July 15, 2031, downgraded to
    C from Ca;

-- Class D-2 Fixed Rate Notes due July 15, 2031, downgraded to C
    from Ca.

LIFT has seen steady depletion of its deal reserves over the past
two years, a process which has been accelerated by fleet expenses
in certain periods.  Currently, no further payments of interest
are expected to be made to the Class C or D securities, and the
Class B Notes are expected to receive no further payments after
the next few months, during which time they may receive some
payments of interest.

Moody's analysis focused on the current status and valuation of
the LIFT fleet, projected portfolio income and expenses, and the
level of remaining reserves available to provide structural
support to noteholders.

At this time, based on the most recent base value appraisals
provided by LIFT, the combined balances of the Classes A-1, A-2,
and A-3 Notes result in an overall Class A loan-to-value ratio in
the area of 100%.  The Class A-3 notes have paid down to 45% of
their original balance, and if they were to continue to amortize
in line with their extended pool factors they will pay off in
2011, at which time the Class A-1 and A-2 notes are scheduled to
start receiving principal payments. In the event that fleet
revenues are not sufficient to fully repay the Class A-3 notes as
scheduled in 2011, minimum principal payments to the Class A-3
notes will at that time begin to be paid on a pro-rata basis with
any minimum principal payments due to the Class A-1 and A-2 notes.


LUMINENT MORTGAGE: Fitch Junks Rating on Class II-B-5 Loan
----------------------------------------------------------
Fitch Ratings has taken various rating actions on these Luminent
Mortgage Loan Trust issue:

Series 2006-3:

  -- Class A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 affirmed at 'BBB';
  -- Class II-B-4 downgraded to 'B+' from 'BB';

  -- Class II-B-5 downgraded to 'CCC' from 'B' and assigned a
     Distressed Recovery rating of 'DR2'.

The collateral for subgroup II consists of 1,135 adjustable rate
mortgage loans totaling $313,511,042, as of the cut-off date
(April 1, 2006).  The mortgage pool demonstrated an approximate
weighted-average loan-to-value ratio of 76.51%.  The weighted
average FICO credit score was approximately 712.  Cash-out
refinance loans represent 27.7% of the mortgage pool and second
homes 3.5%.  The average loan balance was $276,309.  The five
states that represented the largest portion of mortgage loans are
California (36.4%), Florida (12.4%), Arizona (7.4%), Washington
(6.1%) and Colorado (4.4%).

As of the June 2007 distribution date, the transaction is fourteen
months seasoned and the pool factor is 77%.  The master servicer
for this transaction is Wells Fargo Bank, N.A. (Fitch rated RMS1).

The affirmations reflect stable relationships of credit
enhancement to future loss expectations and affect approximately
$236 million of outstanding certificates.  All classes in the
transactions detailed above have experienced small to moderate
growth in CE since closing.  The trust has experienced losses thus
far (0.01%)

The downgraded classes reflect the deterioration in the
relationship of CE to future loss expectations and affect
approximately $3 million of outstanding certificates.  Although
the trust has experienced little loss thus far (0.01%),
approximately 5.56% of loans are 60+ days delinquent at this time.  
This includes bankruptcy, foreclosures and real estate owned of
0.15%, 2.62% and 0.71%, respectively.  The CE for the II-B-3, II-
B-4 and II-B-5 classes is 1.9%, 1.14% and 0.5%, respectively.


MIDLAND FOOD: Selling All Assets at August 21 Auction
-----------------------------------------------------
Midland Food Services III LLC obtained authority from the U.S.
Bankruptcy Court for the Northern District of Ohio to sell
substantially all of its assets including its non-owned
Pizza Hut restaurant locations to Sugar Creek Pizza LLC
at an auction set for Aug. 21, 2007.

The sale is subject to the consent of Pizza Hut Inc. and its
right of first refusal to purchase all or any portion of the
assets.

To participate in the auction, competing bids of not less than
$1,100,000 with a deposit of $82,500 must be submitted no later
than Aug. 16, 2007.

Objections, if any, to the sale transactions are due on
Aug. 17, 2007.

Headquartered in Independence Ohio, Midland Food Services, III,
L.L.C. --http://www.midland3sale.org--operates Pizza Hut
restaurants.  The company filed for Chapter 11 protection on
June 12, 2007 (Bankr. N.D. Ohio Case No. 07-61704).  Michael P.
Shuster, Esq. at Hahn, Loeser & Parks, L.L.P. represents the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case to date.  
When the Debtor filed for bankruptcy, it listed estimated assets
between $100,000 to $1 million and debts between $1 million to
$100 million.


MOUNT AIRY: Moody's Places Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating,
B3 probability of default rating, and stable rating outlook to
Mount Airy #1, LLC.  The rating is subject to the receipt and
review of the bank facility agreement.  Detailed covenants levels
have not yet been made available although they are expected to be
customary for this type of transaction.

Moody's also assigned a B2 (LGD-3, 35%) rating to Mount Airy's
$395 million 6-year term loan, $60 million 6-year delay draw term
loan, and $25 million 5-year revolver.  

Proceeds from $455 million bank credit facility will be used to
fund the continued construction of the Mount Airy Casino Resort
located in the Pocono region of Pennsylvania, pay the $50 million
license fee required by the State of Pennsylvania, and fund pre-
opening costs, fees, and expenses.  The Mount Airy Casino Resort
is wholly owned by Mount Airy that in turn is wholly-owned by
Louis DeNaples, a well-known businessman from Pennsylvania.  About
$130 million of the proceeds will be used to reimburse Mr.
DeNaples for money he spent personally to construct the casino
facility so far.  The casino is over 60% complete at this time
with final completion scheduled for the end of 2007.

The ratings recognize the start-up, single asset nature of the
company in addition to competition from existing and new casino
facilities in the company's primary and secondary market areas.  
Positive ratings consideration is given to the population density
and favorable demographics of Mount Airy's primary market area and
the expectation that the casino will be constructed on time and on
budget.  The ratings also acknowledge the strong win per unit
results being reported by several Pennsylvania racinos already
operating, suggesting that pro forma debt/EBITDA assuming a full
year of operations, would likely be at or below 5x.

In addition to Pennsylvania's favorable demographics and strong
win per unit statistics, the stable rating outlook acknowledges
that Mr. DeNaples will provide a completion guaranty along with
additional credit protection in the form of a $50 million LOC
issued by PNC bank that will be in effect until debt/EBITDA is
below 4.5x.

Ratings could improve if the project is completed as planned and
win per unit performance and initial ramp up occurs at a pace that
exceeds current projections.  The company's current win per unit
expectations upon opening are considered conservative relative to
current win per unit statistics being reported by racinos already
in operation.  Unexpected material construction delays and/or win
per unit performance below current expectations could have a
negative impact on ratings.

Mount Airy #1, LLC was formed in 2004 to construct and operate the
Mount Airy Casino Resort.  Mount Airy was awarded one of five
Category 2 slot machine licenses in Pennsylvania which allows for
a maximum of 5,000 slot machines.


NASDAQ STOCK: Earns $56.1 Million in Second Quarter 2007
--------------------------------------------------------
The Nasdaq Stock Market, Inc. reported second quarter 2007 net
income of $56.1 million, an increase of $39.5 million from
$16.6 million in the second quarter of 2006, and an increase of
$37.8 million from $18.3 million in the first quarter 2007.

Operating income was $99 million for the second quarter of 2007,
an increase of $62.7 million when compared to $36.3 million for
the second quarter of 2006, and up $17.6 million, or 21.6% from
$81.4 million reported in the first quarter of 2007.

Revenues, less liquidity rebates, brokerage, clearance and
exchange fees were $198.7 million in the second quarter of 2007,
an increase of 16.1% from $171.1 million in the year-ago period,
and up 3.4% from $192.1 million reported in the first quarter of
2007.

"In the second quarter of 2007 NASDAQ's core business operated on
all cylinders, reaching record operating earnings on the back of
new product innovation and customer service initiatives.  In
addition, we are pleased with the pace of our integration planning
efforts with our prospective merger partner OMX and are confident
that together we will create the strongest global marketplace and
technology platform," commented Bob Greifeld, President and Chief
Executive Officer of NASDAQ.  "Our ability to capture market share
has grown NASDAQ into the largest single pool of liquidity for
trading cash equities, creating a robust platform for growth.  To
that end, we believe our business is poised to deliver strong
results over the second half of the year through continued product
innovation and diversification."

                         Recent Highlights

   -- Entered into an agreement to combine with OMX AB to create
      the world's premier exchange and technology company.

   -- NASDAQ became the largest single pool of liquidity in which
      to trade U.S. listed equities.  NASDAQ also achieved new
      market share highs in the trading of U.S. listed equities,
      matching a record high 28.8% of traded volume; while share
      volume matched by NASDAQ grew 19.7% from the prior year
      quarter.

   -- Quarterly operating income reached the highest level ever
      recorded for NASDAQ, increasing 172.7% from the prior year's
      quarter and 21.6% from the prior quarter.

   -- Expanded NASDAQ's comprehensive suite of crossing products
      with the launch of the intra-day and post-close cross,
      enabling institutional-sized orders to find liquidity
      anonymously and with greater efficiency.

   -- Announced plans to launch The NASDAQ ETF Market, a market
      segment designed specifically for exchange traded funds and
      Index Linked Notes.  The program will further strengthen
      NASDAQ's leadership position in the U.S. ETF sector.  In
      June 2007, NASDAQ captured more U.S. ETF market share than
      any other U.S. exchange with total ETF volume at 52.1%

                           2007 Outlook

NASDAQ expects these results for the full-year 2007:

   -- Net income in the range of $171 million to $181 million for
      the year.

   -- Net exchange revenues in the range of $775 million to
      $790 million.

   -- Total operating expenses in the range of $400 million to
      $415 million.

"Operating margins for the quarter were 49.8%, demonstrating our
ability to deliver synergies from acquisitions while
simultaneously introducing innovative customer products and
services," commented NASDAQ's chief financial officer, David
Warren.  "Our focus on operating efficiency is yielding positive
results.  This focus will continue to drive value for our
shareholders as we introduce new services such as our Options and
Portal markets, and strive to complete our planned combination
with OMX."

                         Financial Review

Net exchange revenues increased 16.1% in the second quarter to
$198.7 million, up from $171.1 million in the prior year quarter,
and up 3.4% from $192.1 million reported in the first quarter of
2007.

                         Market Services

Market Services net exchange revenues increased to $127.9 million,
or 18.8%, from prior year quarter, and increased 1.8% from the
prior quarter.

                        Issuer Services

During the quarter Issuer Services revenues increased 11.5% to
$70.7 million from the prior year quarter and increased 6.5% from
prior quarter.

                     Total Operating Expenses

Total operating expenses decreased 26% to $99.7 million from
$134.8 million in the prior year quarter and decreased 9.9% from
$110.7 million in the prior quarter.  Second quarter 2007 expenses
decreased from last year due to the completion of the INET
acquisition integration, which resulted in NASDAQ migrating all
trading to a single trading platform.  Also contributing to the
decline from prior year were charges incurred in the second
quarter 2006 associated with the extinguishment of a credit
facility, costs associated with NASDAQ's continuing efforts to
reduce operating expenses and improve the efficiency of its
operations, offset somewhat by a foreign currency gain.  Expenses
decreased from first quarter 2007 primarily due to charges
incurred in the prior quarter related to a NASDAQ clearing
contract, offset somewhat by the recording of a gain associated
with freezing the employee pension plan and SERP.

                           About Nasdaq

The Nasdaq Stock Market Inc. (Nasdaq: NDAQ) --
http://www.nasdaq.com/-- is the largest electronic equity  
securities market in the United States with about 3,200 companies.

                          *     *     *

As of February 2007, Moody's Investors Service confirmed the Ba3
ratings of The NASDAQ Stock Market Inc. following NASDAQ's Feb. 10
disclosure that its Final Offer to acquire the LSE has lapsed.  
NASDAQ's rating outlook is stable.


NEXEN INC: Ontario Teachers' Sells 11% Nexen Stake
--------------------------------------------------
The Ontario Teachers' Pension Plan sold 11% of its stake in Nexen
Inc. for CDN$219.4 million, in order to "rebalance" its portfolio,
Frederic Tomesco of Bloomberg News reports citing OTPP spokeswoman
Deborah Allan.

A filing at the Securities and Exchange Commission disclosed that
OTPP sold 6.5 million shares of Nexen common stock on July 18 at
CDN$33.75 per share.

As reported in the Troubled Company Reporter on July 19, 2007, a
group of institutional investors led by OTPP Board in support of
their bid to acquire BCE Inc. was provided a $500 million equity
bridge facility by TD Bank Financial Group.  TD Bank also
confirmed that it has underwritten $3.3 billion of a $34.3 billion
credit facility for the group of investors in connection with the
BCE acquisition.

               About Ontario Teachers' Pension Plan

Headquartered in Toronto, Ontario, Teachers' Private Capital --
http://www.otpp.com/-- is North America's private investors,   
providing equity and mezzanine debt capital for large and mid-
sized companies, venture capital for developing industries, and
financing for a growing portfolio of infrastructure and timberland
assets worldwide.  It is an independent corporation responsible
for investing the fund and administering the pensions of Ontario's
271,000 active and retired teachers.

                         About Nexen Inc.

Nexen Inc. (NYSE: NXY) (TSE: NXY) -- http://www.nexeninc.com/--   
is an independent, Canadian-based global energy company.  The
company is uniquely positioned for growth in the North Sea, deep-
water Gulf of Mexico, the Athabasca oil sands of Alberta, the
Middle East and offshore West Africa.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+'
subordinated debt rating on Nexen Inc.


NRG VICTORY: Bankruptcy Court Terminates Chapter 15 Petition
------------------------------------------------------------
Further to the meeting of scheme creditors, which was opened
on May 23, 2006, and then adjourned, the directors of NRG
Victory Reinsurance Limited have decided to withdraw the
proposed scheme of arrangement.  The company will continue its
ordinary course run-off pending the conclusion of a strategic
review by the company and its shareholders.

The purpose of the creditors' meeting had been to consider,
and, if thought fit, to approve (with or without modification)
a scheme of arrangement proposed to be made between the company
and the scheme creditors pursuant to Section 425 of the
Companies Act 1985.

Accordingly, the company has withdrawn the scheme proceedings
in England and the order recognizing English proceeding
as foreign main proceeding and scheduling permanent injunction
hearing, entered by the U.S. Bankruptcy Court for the Southern
District of New York in the company's case commenced under
Chapter 15 of the Bankruptcy Code, was terminated by an order
approved by the Bankruptcy Court on July 12, 2007.  The
Chapter 15 case has now been closed.

In addition, the company said it will be withdrawing the
related recognition proceedings which it had initiated
in Canadian courts.

For questions, contact the company through:

   NRG Victory Management Services Limited
   Attn: Alan Boyce
   Charter House, Park Street
   Ashford, Kent TN24 8EQ
   United Kingdom
   Tel: +44 (0) 1233 722 600
   Fax: +44 (0) 1233 722 602

As reported in the Troubled Company Reporter on June 8, 2006,
a meeting on a proposed scheme of arrangement with NRG Victory and
its creditors has been held on May 23, 2006 in London.  However,
in the days leading up to the creditors' meeting, certain of NRG
Victory's reinsurance policyholders asserted that they had very
significant claims against NRG and expressed concern as to how
their claims would be valued under the proposed scheme.

Headquartered in Ashford, England, NRG Victory Reinsurance Ltd.
operated a reinsurance company but ceased underwriting operations
in 1993.  Alan Boyce, in his capacity as foreign representative
for the company, filed a chapter 15 petition on May 12, 2006
(Bankr. S.D.N.Y. Case No. 06-11052).  Sara M. Tapinekis, Esq.,
Andrew P. Brozman, Esq., David A. Sullivan, Esq., at Clifford
Chance US LLP, represents Mr. Boyce in the U.S. proceedings.  As
of the petition date, the Debtor estimated more than
$100 million in assets and debts.


NYLSTAR INC: Court Approves Woods Rogers as Counsel
---------------------------------------------------
The United States Bankruptcy Court for the Western District of
Virgina gave Nylstar Inc. authority to employ Woods Rogers PLC as
its counsel.

The firm is expected to:

    a. give the Debtor legal advice with respect to its powers      
       and duties as debtor-in-possession in the continued
       operation of its business and management of its property
       and concerning the rights and remedies of the Debtor with
       regard to assets of the estate and the claims of secured,
       preferred and unsecured creditors and other parties-in-
       interest;

    b. assist the Debtor in the preparation of its statement of
       affairs and schedules and related documents;

    c. prepare on behalf of the Debtor necessary applications,
       answers, orders, reports and other legal papers;

    d. appear for, prosecute, defend and represent the interest
       of the Debtor in suits arising in or related to the
       Debtor's case;

    e. investigate and prosecute any actions arising held by the
       Debtor;

    f. develop, negotiate, and draft a disclosure statement and
       plan; and

    g. perform all other legal services for Debtor which may be
       necessary;

The firm's professionals billing rates:

    Designations              Hourly Rate
    ------------              ------------
    Partners                  $180 - $370
    Associates                $130 - $180
    Paralegals                 $75 - $100
   
    Professionals             Designations   Hourly Rate
    -------------             ------------   -----------
    Richard C. Maxwell, Esq.  Partner            $275
    Nicholas C. Conte, Esq.   Partner            $275
    B. Webb King, Esq.        Associate          $180
    Heather M. Hale           Paralegal          $100

To the Debtor's best knowledge the firm does not hold any interest
adverse to the Debtor's estate and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Court.

The firm's attorneys can be reached at:

    Wood Rogers PLC
    Wachovia Tower, Suite 1400
    10 South Jefferson Street
    P.O. Box 14125
    Roanoke, Virginia 24038-4125
    Tel: (540) 983-7600
    Fax: (540) 983-7711

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).  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.


ORBITZ WORLDWIDE: Prices IPO of 34 Mil. Common Stock at $15/Share
-----------------------------------------------------------------
Orbitz Worldwide has priced the initial public offering of
34,000,000 shares of common stock at $15 per share.  The common
stock will trade on the New York Stock Exchange under the symbol
"OWW."

Orbitz Worldwide has granted the underwriters a 30-day option to
purchase up to 5,100,000 additional shares of Orbitz Worldwide
common stock at the public offering price.  The completion of the
initial public offering is scheduled for Wednesday, July 25, 2007,
subject to customary closing conditions.
    
Orbitz Worldwide will use all of the net proceeds from the
offering plus approximately $530 million of borrowings under its
new senior secured credit agreement to repay indebtedness it owes
to Travelport and, immediately prior to the offering, to pay a
dividend to Travelport.
    
Morgan Stanley & Co. Incorporated, Goldman Sachs & Co., Lehman
Brothers Inc. and J.P. Morgan Securities Inc. are the global
coordinators with Credit Suisse and UBS Investment Bank acting as
joint lead managers.

Thomas Weisel Partners LLC, Pacific Crest Securities, Piper
Jaffray, and Stifel Nicolaus are co-managers of the offering.
    
A copy of the prospectus relating to the shares of Orbitz
Worldwide Inc. common stock may be obtained, when available, from:

     a) Morgan Stanley & Co. Incorporated
        Prospectus Department
        180 Varick Street, 2nd Floor
        New York, NY 10014
        Tel 1-866-718-1649

      b) Goldman, Sachs & Co.
         85 Broad Street
         New York, New York 10004
         Fax (212) 902-9316

      c) Lehman Brothers Inc.
         c/o ADP Financial Services
         Prospectus Fulfillment
         1155 Long Island Avenue
         Edgewood, NY 11717
         Fax (631) 254-7268
  
     d) J.P. Morgan Securities Inc.
        Attention: Distribution & Support Service
        Prospectus Department
        4 Chase Metrotech Center, CS Level,
        Brooklyn, NY 11245
        Tel 1-866-430-0686

                       About Travelport LLC

Travelport LLC is one of the travel conglomerates.  It
operates 20 brands including Galileo, a distribution system
(GDS); Orbitz, an on-line travel agent; and Gulliver's Travel
Associates, a wholesaler of travel content.  The company has
8,000 employees and operates in 130 countries.  Travelport is a
private company owned by The Blackstone Group of New York,
Technology Crossover Ventures of Palo Alto, California and
One Equity Partners of New York.
    
                       About Orbitz Worldwide
    
Orbitz Worldwide is an online travel company that uses innovative
echnology to enable leisure and business travelers to research,
plan and book a broad range of travel products.  Orbitz Worldwide
owns and operates a strong portfolio of consumer brands that
includes Orbitz, CheapTickets, ebookers, HotelClub, RatesToGo
and the Away Network and corporate travel brands Orbitz for
Business and Travelport for Business.

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Orbitz Worldwide Inc., a major operating
subsidiary of Travelport LLC (B/Stable/--).  The outlook is
stable.

As reported in the Troubled Company Reporter on July 13, 2007,
Moody's Investors Service assigned a first time B2 Corporate
Family Rating to Orbitz Worldwide, Inc. and also assigned B1
ratings to its proposed $600 million senior secured bank facility,
$75 million revolver and $125 million synthetic letter of credit
facility.


PARALLEL PETROLEUM: Limited Reserve Base Cues S&P's B Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to oil and gas exploration and production company
Parallel Petroleum Corp.  At the same time, S&P assigned a 'B-'
rating to the company's proposed $150 million senior unsecured
notes due 2014.  The outlook is stable.
     
Pro forma for the offering, Midland, Texas-based Parallel will
have around $210 million of long-term debt.
      
"The ratings on Parallel reflect its limited and geographically
concentrated reserve base, large capital expenditure program, and
aggressive financial profile," said Standard & Poor's credit
analyst Paul Harvey.  "Only partially offsetting these weaknesses
are the company's relatively low-risk drilling program in the
Barnett Shale and Permian Basin, competitive cost structure, and
long reserve life of around 17 years."
     
The stable outlook reflects expectations that Parallel will
successfully increase reserves and production while maintaining
adequate liquidity and financial measures.  Negative rating
actions are likely if Parallel takes a more aggressive approach to
growth to the detriment of debt leverage.  Positive rating actions
are possible over the medium term if Parallel can expand reserves
and production while improving its cash flow and debt leverage
measures.


PAUL SCHWENDENER: Hires Shaw Gussis as Bankruptcy Counsel
---------------------------------------------------------
The Honorable Eugene R. Wedoff of the U.S. Bankruptcy Court for
the Northern District of Illinois gave Paul H. Schwendener Inc.
and its debtor-affiliates permission to employ Shaw Gussis Fishman
Glantz Wolfson & Towbin LLC as its bankruptcy counsel.

The firm is expected to:

    a. give the Debtors legal advice with respect to their rights,
       powers and duties as debtors in possession in connection
       with administration of their estates, operation of their
       businesses and management of their properties;

    b. advise the Debtors with respect to assets dispositions,
       including sales, abandonments and assumption or rejection
       of executory contracts and unexpired leases, and to take
       actions as may be necessary to effectuate those
       dispositions;

    c. assist the Debtors in the negotiation, formulation and
       drafting of a joint Chapter 11 plan;

    d. take action as may be necessary with respect to claims that
       may be asserted against the Debtors and property of their
       estates;

    e. prepare applications, motions, complaints, orders and other
       legal documents as may be necessary in connection with the
       appropriate administration of the cases;

    f. represent the Debtors with respect to inquiries and
       negotiations concerning creditors of their estate and
       property of their estates;

    g. initiate, defend or otherwise participate on behalf of the
       Debtors in all proceedings before the Court or any other
       court of competent jurisdiction; and

    h. perform any and all other legal services on behalf of the
       Debtors that may be required to aid in the proper
       administration of their estates.

The firm's professionals billing rates:

    Professionals             Hourly Rate
    -------------             -----------
    Members                   $350 - $580
    Associates                $255 - $325
    Paraprofessionals         $170 - $175

The Debtors paid the firm $150,000 out of a total retainer of
$250,000, as advance payment deposit.

Steven B. Towbin, Esq., a member of the firm, assures the Court
that he does not hold any interest adverse to the Debtors' estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Towbin can be reached at:

    Steven B. Towbin, Esq.
    Shaw Gussis Fishman Glantz Wolfson & Towbin LLC
    321 North Clark Street, Suite 800
    Chicago, Illinois 60610
    Tel: (312) 541-0151
    Fax: (312) 980-3888
    http://www.shawgussis.com/

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.


POLYONE CORP: Sr. VP Wendy Shiba's Resignation Effective Aug. 17
----------------------------------------------------------------
PolyOne Corporation's Wendy C. Shiba, Senior Vice President, Chief
Legal Officer and Secretary of the company accepted a position
with another company and would be resigning from the company,
effective on or about Aug. 17, 2007.

In addition, the company's Compensation and Governance Committee
of the Board of Directors approved an amendment to the two-year
cash incentive granted to Stephen D. Newlin on February 13, 2006.  
The two-year cash incentive originally was contingent upon the
attainment of certain pre-established metrics approved by the
committee in connection with Mr. Newlin's joining the company,
with the attainment levels being based on the Company's 2005-2007
Long Term Incentive Plan, but adjusted to take into account
estimated attainment at the time of the award.  The amendment to
Mr. Newlin's cash incentive changes the attainment goals relating
to cash flow and debt/EBITDA ratio to reflect the company's
performance only in years 2006 and 2007, the time during which Mr.
Newlin was with the company.  The amendment also provides for a
payout under the cash incentive plan of not less than the targeted
number of units at 87,000 at the grant date stock price of $9.185.

                         About PolyOne

Headquartered in northeast Ohio, PolyOne Corporation --
http://www.polyone.com/-- is a leading global compounding and   
North American distribution company with operations in
thermoplastic compounds, specialty polymer formulations, color and
additive systems, and thermoplastic resin distribution.  With 2005
annual revenues of approximately $2.5 billion, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America and South
America.

                        *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Fitch Ratings upgraded PolyOne Corporation's Issuer Default Rating
to 'BB-' from 'B', Senior unsecured debt and debentures to 'BB-'
from 'B+/RR3', and rating outlook to stable.


PROSPECT MEDICAL: Moody's Withdraws B3 Senior Secured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew the B3 senior secured debt
rating for Prospect Medical Holdings, Inc.'s proposed $160 million
senior secured credit facility in light of Prospect's decision not
to proceed with the deal under the originally proposed structure.  
The proposed credit facility consisted of a $145 million term loan
and a $15 million revolving credit facility.  It is anticipated
that the company will seek to obtain financing under a
restructured deal.

Prospect Medical Holdings, Inc. is headquartered in Culver City,
California.  For the fiscal year ending Sept. 30, 2006 total
revenue was $136 million with ending HMO enrollees of about
171,400.  As of Sept. 30, 2006 the company reported shareholder's
equity of $33.8 million.


PROSPECT MEDICAL: S&P Lifts Ratings on Credit Facility to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Prospect
Medical Holdings Inc.'s first-lien term loan and senior secured
revolving credit facility to 'BB' from 'B+'.
     
Standard & Poor's also said that it revised the recovery ratings
on this loan and credit facility to '1' from '3', indicating an
expectation of a very high (90%-100%) recovery in the event of a
payment default.
     
In addition, Standard & Poor's assigned its 'B-' rating to the
company's second-lien term loan.
     
Standard & Poor's also assigned a recovery rating of '6' to this
loan, indicating an expectation of a negligible recovery in the
event of default.
     
These rating actions reflect the company's decrease of its first-
lien term loan by $45 million and a proposed new second-lien term
loan of $45 million.  The revised proposed $160 million senior
secured bank facilities consist of a $15 million revolving credit
facility due 2012, a $100 million seven-year first-lien term loan
due 2014, and a $45 million 7.5-year second-lien term loan due
2015.
      
"The ratings are based on the counterparty credit rating on
Prospect and reflect the company's geographic and client
concentrations, acquisition-oriented growth strategy, and
increased financial leverage," explained Standard & Poor's credit
analyst Hema Singh.  "Offsetting factors include the company's
integrated operational relationship with Prospect Medical Group,
its established competitive position in core markets, good
earnings/cash-flow profile, and mostly unregulated business."
     
Prospect will use the proceeds of the loans to refinance its
current outstanding term loan; to partially finance its planned
acquisition of Alta Healthcare System, which is a privately owned
for-profit hospital management company that owns and operates four
community-based hospitals in the greater Los Angeles area; and to
refinance Alta's indebtedness.
     
Standard & Poor's expects that Prospect Medical will remain
focused on managing the medical risk of its affiliated physician
organizations and maintaining efficient operations.  Prospect
Medical's established market presence in its core market will
facilitate its sustained competitiveness and enable the company to
grow and diversify its business profile.  The outlook also
reflects S&P's expectation for Prospect Medical to sustain its
earnings profile and prudently manage its overall growth
objectives, which includes the integration of Alta.


SKILLSOFT PLC: SEC Continues SmartForce Investigation
-----------------------------------------------------
The staff of the Securities and Exchange Commission has informed
SkillSoft PLC that the Commission has not closed an informal
investigation concerning option granting practices at SmartForce
prior to the merger for the period beginning April 12, 1996,
through July 12, 2002.  SkillSoft has been cooperating with the
SEC's investigation.

The Commission will take no action against the company, in
connection with the resolution of the SEC's investigation into
SkillSoft's restatement of SmartForce PLC financial statements
issued prior to the merger between SmartForce and SkillSoft in
September 2002.

After the merger, SkillSoft determined that SmartForce had made
accounting errors with respect to its historical financial
statements, corrected those errors and cooperated with the SEC
throughout the course of its investigation into those errors.
    
The SEC disclosed settlements in connection with its restatement
investigation with four former SmartForce employees and Ernst &
Young, Chartered Accountants.  The SEC's findings in connection
with the settlements relate solely to the financial statements of
SmartForce prior to the merger with SkillSoft.
        
In the merger, for accounting purposes SkillSoft Corporation was
deemed to have acquired SmartForce.  Accordingly, the pre-merger
financial statements of SmartForce are not included in the
historical financial statements of SkillSoft, and SkillSoft's
financial statements include results from what had been the
business of SmartForce only from the date of the merger.  

Under applicable accounting rules, SkillSoft valued all of the
outstanding SmartForce stock options assumed in the merger at fair
value upon consummation of the merger.  As a result, SkillSoft
believes these stock options were accounted for properly in the
merger, and that any accounting issues that might have resulted
from SmartForce's pre-merger option grants had it remained
independent would have no effect on SkillSoft's financial
statements from an accounting point of view.
    
                        About SkillSoft PLC

Headquartered in Nashua, New Hampshire, SkillSoft PLC (Nasdaq:
SKIL) -- http://www.skillsoft.com/-- is a provider of e-learning  
and performance support solutions for global enterprises,
government, education and small- to medium-sized businesses.  
SkillSoft enables business organizations to maximize business
performance through a combination of comprehensive e-learning
content, online information resources, flexible learning
technologies and support services.

                            *     *     *

Standard & Poor's placed B+ rating on Skillsoft PLC's long term
foreign and local issuer credit.  The outlook is negative.


SOLUTIA INC: Wants Exclusive Plan-Filing Period Extended
--------------------------------------------------------
Solutia Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's to further extend
their exclusive right to file a chapter 11 Plan of Reorganization
to Dec. 31, 2007.  The Debtors also want their exclusive period to
solicit acceptances of that plan extended to Feb. 29, 2007.

The Debtors' current exclusive period to file a plan of
reorganization ends on July 30, 2007, and the period of time to
solicit acceptances of that plan ends on September 28, 2007.

The Debtors filed their First Amended Plan and related disclosure
statement, as it has been or may be amended, on May 16, 2007.  
The modified Plan enjoys the support of many of Solutia Inc.'s
significant stakeholders, including the Official Committee of
Unsecured Creditors, Official Committee of Solutia's retirees,
Monsanto Company, and the Ad Hoc Committee of Trade Claims
Creditors.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Plan is premised on two settlements -- a
settlement between Solutia and Monsanto, and a settlement between
Solutia and the Retirees Committee, Monsanto and the Creditors
Committee.  The Settlements achieve a reallocation of legacy
liabilities and are the cornerstones of Solutia's Plan,
therefore, they must be approved before or in conjunction with
the confirmation of Solutia's Plan.  The Settlements will be
heard on September 5, 2007.

Solutia is revising its Disclosure Statement and drafting the
necessary additional disclosures to comply with the Court's
directions.  In addition, Solutia is preparing for the Sept. 5,
2007 hearing on the Settlements .  Solutia believes that the
Settlements readily meet the standards for approval under
Bankruptcy Rule 9019.

Mr. Henes says that extension of the Exclusive Periods is
necessary to ensure that the Debtors will not be placed in a
position where it is prosecuting the Plan, but due to the
termination of the Exclusive Filing Period, the confirmation
process is disrupted by a recalcitrant stakeholder filing a
competing plan.  That situation could have a material, adverse
impact on the Solutia, its operation and all parties-in-interest,
he tells the Court.

Solutia has acted as the honest broker throughout the Chapter 11
cases in an effort to resolve the differences among its
stakeholder groups and has made significant strides towards a
consensual plan, Mr. Henes relates.  If, however, Solutia cannot
preserve its exclusive right to prosecute the Plan, he points out
that the balance that has permitted the relevant parties-in-
interest to work together towards a consensual plan will be upset
and further progress will be jeopardized.

                       About Solutia Inc.

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

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

On Feb. 14, 2007, the Debtors filed their Reorganization Plan and
Disclosure Statement explaining that plan.  On May 16, 2007, they
filed an Amended Reorganization Plan and on July 9, 2007, filed
their Second Amended Reorganization Plan.  The hearing to consider
the adequacy of the Debtors' Disclosure Statement began on July
10, 2007, and was continued to July 26, 2007.  (Solutia Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


STONERIDGE INC: Commences Tender Offer for 11-1/2% Senior Notes
---------------------------------------------------------------
Stoneridge Inc. has commenced a tender offer for any and all of
the $200 million principal amount outstanding of its 11-1/2%
Senior Notes due 2012.

In connection with the tender offer, Stoneridge is soliciting
consents to certain proposed amendments to the indenture governing
the notes.  The terms and conditions of the tender offer and
related consent solicitation are described in an Offer to Purchase
and Consent Solicitation Statement dated July 20, 2007.

The tender offer will expire at midnight, New York City time, on
Aug. 16, 2007, unless extended or earlier terminated.  The
solicitation will expire at midnight, New York City time, on
Aug. 2, 2007, unless extended by Stoneridge.

Holders tendering their notes must consent to the proposed
amendments to the notes and to the indenture governing the notes.
The proposed amendments would eliminate most of the restrictive
covenants contained in the indenture and the notes and certain
related events of default.  Holders may not tender their notes
without also delivering consents and may not deliver consents
without also tendering their notes.

The total consideration per $1,000 principal amount of the notes
is $1,060, which includes a consent payment of $20 per $1,000
principal amount of the notes.  Holders of the notes must validly
tender and not validly withdraw their notes and validly deliver
and not validly revoke their consent on or prior to the consent
date in order to be eligible to receive the total consideration
for notes purchased in the tender offer.

Holders who validly tender their notes after the consent date and
on or prior to the expiration date will be eligible to receive the
tender offer consideration, which is an amount paid in cash equal
to the total consideration less the consent payment.  In each
case, holders whose notes are accepted for payment in the tender
offer will receive accrued and unpaid interest in respect
of such purchased notes from the last interest payment date to the
applicable payment date.

Stoneridge reserves the right, at any time after the consent date
but prior to the expiration date, to accept for purchase all the
notes validly tendered prior to the early acceptance time.  If
Stoneridge elects to exercise this option, it will pay the total
consideration or tender offer consideration for the notes accepted
for purchase at the early acceptance time promptly thereafter.

Subject to the terms and conditions of the tender offer,
Stoneridge will, on a date following the expiration date, accept
for purchase all the notes validly tendered prior to the
expiration date.  Stoneridge will pay the total consideration or
tender offer consideration, for the notes accepted for purchase at
the final acceptance time promptly thereafter.

The tender offer and consent solicitation are made upon the terms
and conditions set forth in the statement.  The tender offer and
consent solicitation are subject to the satisfaction of certain
conditions, including Stoneridge's receipt of proceeds upon
closing a new $200 million senior secured term loan facility on or
prior to the early acceptance time or the final acceptance time,
as the case may be, on terms satisfactory to Stoneridge, which
proceeds, together with available cash, will be used to purchase
the notes and make consent payments.

The closing of the $200 million term loan is subject to the
execution of a definitive credit agreement and other customary
closing conditions.

Stoneridge has retained Credit Suisse to act as the dealer manager
for the tender offer and as solicitation agent for the consent
solicitation, and they can be contacted at (212) 325-7596
(collect).  Requests for documentation may be directed to Global
Bondholder Services Corporation, the Information Agent, which can
be contacted at (212) 430-3774 (for banks and brokers only) or
(866) 612-1500 (for all others toll-free).

                       About Stoneridge Inc.

Headquartered in Warren, Ohio, Stoneridge Inc. --
http://www.stoneridge.com/-- is an independent designer and  
manufacturer of highly engineered electrical and electronic
components, modules and systems principally for the automotive,
medium- and heavy-duty truck, agricultural and off-highway vehicle
markets.

                           *     *     *

AS reported in the Troubled Company Reporter on July 20, 2007,
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.

As reported in the Troubled Company Reporter on July 19, 2007,
Moody's Investors Service assigned a B1 rating to Stoneridge,
Inc.'s new senior secured term loan.  In a related action, Moody's
affirmed Stoneridge's Corporate Family, B1; and Probability of
Default Ratings, B1.  The rating outlook is negative.


STRUCTURED ASSET: Fitch Takes Rating Actions on Various Classes
---------------------------------------------------------------
Fitch has taken rating actions on these Structured Asset
Securities Corp., mortgage pass-through certificates, as:

Structured Asset Securities Corp Mortgage Pass-Through
Certificates, Series 2002-4H:

  -- Class A affirmed at 'AAA';
  -- Class B1 affirmed at 'AAA';
  -- Class B2 affirmed at 'AA+';
  -- Class B3 upgraded to 'A+' from 'A';
  -- Class B4 upgraded to 'BBB+' from 'BBB';
  -- Class B5 affirmed at 'B'.

Structured Asset Securities Corp., Lehman Mortgage Trust, Series
2006-3:

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BB+' from 'BBB';
  -- Class B4 downgraded to 'BB' from 'BBB-';
  -- Class B5 downgraded to 'B' from 'BB';
  -- Class B6 downgraded to 'CCC/DR2' Distressed Recovery from
    'B'.

Structured Asset Securities Corp., Lehman Mortgage Trust, Series
2006-4 Group 1:

  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AA';
  -- Class 1B2 affirmed at 'A';
  -- Class 1B3 affirmed at 'BBB';
  -- Class 1B4-I downgraded to 'BB-' from 'BB';
  -- Class 1B5 downgraded to 'CCC/DR2' from 'B'.

Structured Asset Securities Corp., Lehman Mortgage Trust, Series
2006-4 Group 2:

  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AA';
  -- Class 2B2 affirmed at 'A';
  -- Class 2B3 affirmed at 'BBB';
  -- Class 2B4 affirmed at 'BB';
  -- Class 2B5 rated 'B' placed on Rating Watch Negative.

Structured Asset Securities Corp., Lehman Mortgage Trust, Series
2006-7:

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'A-';
  -- Class B4 affirmed at 'BBB';
  -- Class B5 rated 'BBB-' placed on Rating Watch Negative;
  -- Class B6 downgraded to 'BB-' from 'BB';
  -- Class B7 downgraded to 'CCC/DR1' from 'B';

Structured Adjustable Rate Mortgage, Series 2006-5 Group 1:

  -- Class A affirmed at 'AAA';
  -- Class B1-I downgraded to 'AA-' from 'AA';
  -- Class B2-I affirmed at 'BBB+';
  -- Class B3-I rated 'B+' placed on Rating Watch Negative;
  -- Class B4-I rated 'B' placed on Rating Watch Negative;
  -- Class B5-I remains at 'C/DR5';
  -- Class B6-I remains at 'C/DR5'.

Structured Adjustable Rate Mortgage, Series 2006-5 Group 2:

  -- Class A affirmed at 'AAA'
  -- Class B1-II affirmed at 'AA+';
  -- Classes B2-II, B3-II affirmed at 'AA';
  -- Class B4-II affirmed at 'A';
  -- Class B5-II affirmed at 'BBB';
  -- Class B6-II rated 'BBB-' placed on Rating Watch Negative;
  -- Class B7-II downgraded to 'BB-' from 'BB';
  -- Class B8-II remains at 'C/DR4'.

The mortgage loans were originated by various banks and other
mortgage lending institutions.  The largest percentages of
originations were made by Lehman Brothers Bank, FSB.  The mortgage
loans generally are partially covered by primary mortgage
insurance polices issued by either United Guaranty Corporation in
connection with the Borrower Advantage Program, or Mortgage
Guaranty Insurance Corporation in connection with the Pro Mortgage
Program.  The transactions consists of fixed and adjustable rate,
conventional, fully amortizing mortgage loans, substantially all
of which have original terms to stated maturity of 30 years.  The
mortgage loans are master serviced by Aurora Loan Services, Inc.,
which is rated 'RMS1-' by Fitch.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $2.383 billion of outstanding
certificates.  The affirmed classes detailed above have
experienced small to moderate growth in CE since closing.  The
upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect $2.6 million of outstanding
certificates.  The CE level for the upgraded classes has grown 6
to 7 times their original CE level since closing.

The downgraded classes and the classes placed on Rating Watch
Negative reflect the deterioration in the relationship of CE to
future loss expectations and affect approximately $32.2 million in
outstanding certificates.

The pools are seasoned from a range of 8 to 64 months. The pool
factors range from 7% (series 2002-4H) to 92% (LMT series 2006-7
Group 1).

For LMT 2006-3, the loans in 90+ delinquency at twelve months
seasoning as a percentage of the current pool balance is 3.13%.  
The CE of the B3, B4, B5 and B6 classes are 1.39%, 1.21%, 0.80%
and 0.39% respectively.

For LMT 2006-4 Group 1, the loans in 90+ delinquency at eleven
months seasoning as a percentage of the current pool balance is
1.85%.  The CE of the 1B4 and 1B5 classes are 0.84% and 0.39%,
respectively.  For 2006-4 Group 2, the amount of loans in 90+ at
14 months seasoning as a percentage of the current pool balance is
0.25%.  The CE of class 2B5 is 0.17%.

For LMT 2006-7, the loans in 90+ delinquency at eight months
seasoning as a percentage of the current pool balance is 1.70%.  
The CE of the B5, B6 and B7 classes are 1.19%, 0.81% and 0.38%
respectively.

For SARM 2006-5 Group 1, the loans in 90+ delinquency at thirteen
months seasoning as a percentage of the current pool balance is
6.78%.  The CE of the B1-I, B2-I, B3-1, B4-I, B5-I and B6-I
classes are 4.53%, 2.99%, 1.82%, 1.57%, 1.08% and 0.46%
respectively.  For 2006-5 Group 2, the amount of loans in 90+ at
11 months seasoning as a percentage of the current pool balance is
1.12%.  The CE of the B6-II, B7-II and B8-II classes are 0.95%,
0.67% and 0.32% respectively.


TRANSDIGM INC: Commences Exchange Offer for 7-3/4% Senior Notes
---------------------------------------------------------------
TransDigm Inc., a wholly-owned subsidiary of TransDigm Group
Incorporated, has commenced an offer to exchange up to
$300 million aggregate principal amount of 7-3/4% senior
subordinated notes due 2014, which have been registered under the
Securities Act of 1933, as amended, for an equal principal amount
of its outstanding unregistered 7-3/4% senior subordinated notes
due 2014 that were issued on Feb. 7, 2007.

The exchange offer will expire at 5:00 p.m., New York City time,
on Aug. 17, 2007, unless extended or earlier terminated.  

The Bank of New York Trust Company N.A., has been appointed as
exchange agent for the exchange offer.

A copy of the final prospectus related to the exchange offer and
the related letter of transmittal may be obtained from:

     The Bank of New York Trust Company N.A.
     Attention: Mrs. Carolle Montreuil
     Corporate Trust Operations, Reorganization Unit
     101 Barclay Street, Floor 7 East
     New York, NY 10286

                    About TransDigm Inc.

Headquartered in Cleveland, Ohio, TransDigm Group Incorporated
(NYSE: TDG) - http://www.transdigm.com/-- through its wholly  
owned subsidiaries, including TransDigm Inc., designs,
manufactures and supplies highly engineered aircraft components
for use on nearly all commercial and military aircraft in service.  
Major product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electro-mechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' rating on
TransDigm Inc.'s 7.75% subordinated notes due 2014, which are
being increased $250 million, to a total of $525 million.

The new notes will be issued via SEC rule 144A with registration
rights.  The proceeds from the new notes and bank borrowings will
be used to finance the pending $430 million acquisition of
Aviation Technologies Inc. by TransDigm's parent, TransDigm Group
Inc.

The corporate credit rating is 'B+' and the outlook is stable.


UNITED RENTALS: Inks $6.6 Billion Merger Pact with Cerberus
-----------------------------------------------------------
United Rentals has signed a definitive merger agreement to be
acquired by affiliates of Cerberus Capital Management, L.P., in a
transaction valued at approximately $6.6 billion, including the
assumption of approximately $2.6 billion in debt obligations.

Under the terms of the agreement, United Rentals stockholders will
receive $34.50 in cash for each share of United Rentals common
stock that they hold.  The purchase price per share represents a
25% premium over United Rentals' closing share price of $27.55
prior to the company's announcement on April 10, 2007 that it had
commenced a process to explore a broad range of strategic
alternatives.

Bradley S. Jacobs, chairman of United Rentals, said, "We're
pleased that our strategic alternatives process has resulted in
this favorable agreement for our shareholders.  This transaction
is a credit to the thousands of United Rentals employees who have
created unmatched value in our industry.  A decade ago we started
United Rentals with little more than a concept and achieved
industry leadership in just 13 months.  Today we remain the
preeminent equipment rental company in the world."

Michael J. Kneeland, chief executive officer of United Rentals,
said, "We will continue to focus intensely on customer service and
employee satisfaction. Cerberus is a firm that shares our deep
respect for operational excellence.  They have an impressive track
record of investing in industry leaders and working constructively
with management teams to accelerate profitability and growth."

The board of directors of United Rentals has approved the merger
agreement and has recommended the approval of the transaction by
United Rentals stockholders.

Completion of the transaction is subject to customary closing
conditions, including approval of the transaction by United
Rentals' stockholders and regulatory review. Stockholders will be
asked to vote on the proposed transaction at a special meeting
that will be held on a date to be announced.  Holders of the
company's preferred stock, including affiliates of Apollo
Management, L.P., which represent approximately 18% of the voting
power of the capital stock of United Rentals, have agreed to vote
their shares in favor of the merger.

Under the agreement, United Rentals may continue to solicit
proposals for alternative transactions from third parties for a
period of 30 business days continuing through August 31, 2007.
There can be no assurances that this solicitation will result in
an alternative transaction.  United Rentals does not intend to
disclose developments with respect to this solicitation process
unless and until its board of directors has made a decision
regarding any alternative proposals that may be made.

UBS Investment Bank acted as financial advisor to United Rentals
in connection with the strategic review process and the
transaction. Simpson Thacher & Bartlett LLP acted as legal advisor
to United Rentals.  Lowenstein Sandler PC, and Schulte, Roth &
Zabel acted as legal advisor to Cerberus.  Bank of America, Credit
Suisse, Morgan Stanley and Lehman Brothers have committed to
provide debt financing.

                About Cerberus Capital Management

Established in 1992, Cerberus Capital Management, L.P. --
http://www.cerberuscapital.com/-- is one of the world's leading  
private investment firms, with approximately $25 billion under
management in funds and accounts.  Through its team of more than
275 investment and operations professionals, Cerberus specializes
in providing both financial resources and operational expertise to
help transform undervalued companies into industry leaders for
long-term success and value creation.  Cerberus is headquartered
in New York City, with affiliate and/or advisory offices in
Atlanta, Chicago, Los Angeles, London, Baarn, Frankfurt, Tokyo,
Osaka and Taipei.

                      About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with  
an integrated network of over 690 rental locations in 48 states,
10 Canadian provinces and Mexico.  The company's more than 12,000
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.0 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United
Rentals Inc.'s corporate credit, on CreditWatch with developing
implications after the company's announced that it is exploring
strategic alternatives, which could include the sale of  the
company.


UNITED RENTALS: Shares Up on Cerberus Merger Agreement
------------------------------------------------------
United Rentals Inc.'s shares went up Monday after the disclosure
that it was selling itself to Cerberus Capital Management, L.P.,
for $34.50 per share, Forbes reports citing the Associated Press.  
The total value of the transaction is approximately $6.6 billion,
which includes the assumption of approximately $2.6 billion in
debt obligations.

The company's shares upped 2% to $33.01 at morning trading, the
report relates.

                      About United Rentals

Greenwich, Conn.-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with  
an integrated network of over 690 rental locations in 48 states,
10 Canadian provinces and Mexico.  The company's more than 12,000
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.0 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R).

                         *     *     *

As reported in the Troubled Company Reporter April 12, 2007,
Standard & Poor's Ratings Services placed a 'BB-' rating on United
Rentals Inc.'s corporate credit, on CreditWatch with developing
implications after the company's announced that it is exploring
strategic alternatives, which could include the sale of  the
company.


URSTADT BIDDLE: Completes $53 Million Mortgage Refinancing
----------------------------------------------------------
Urstadt Biddle Properties Inc. completed the mortgage refinancing
of its largest retail property, the Ridgeway Shopping Center in
Stamford, Connecticut.  The existing first mortgage loan with an
outstanding balance of approximately $53 million was to become due
in December 2007 with an interest rate of 7.54%.  The first
mortgage loan was extended for an additional ten year period and
the fixed interest rate reset to 5.52% per annum.  The mortgagee
is an affiliate of JP Morgan Chase Bank.

Commenting on the transaction Willing L. Biddle, president and
chief operating officer, said: "We are pleased to complete this
significant financial transaction on very favorable terms.  The
company was able to lock the interest rate prior to the recent
rise in rates and as a result commencing in fiscal 2008, the
company will save more than $1 million a year in interest costs."

                       About Urstadt Biddle

Urstadt Biddle Properties Inc. (NYSE: UBA, UBP) --
http://www.ubproperties.com/-- is a fully integrated, self-
administered real estate investment trust, which acquires, owns,
and leases primarily grocery-anchored retail shopping centers,
where most of the properties are located in suburban metropolitan
New York markets in Connecticut and New York state.  The company
owns 38 properties aggregating 3.7 million square feet of space
located in nine states, with 30 of them considered core retail
properties.  The company currently has total assets of $456
million, total debt of $109 million, and an undepreciated total
book capital of $527 million.

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2007,
Fitch Ratings has affirmed Urstadt Biddle Properties Inc.'s Issuer
Default Rating at 'BB+'.  Fitch also affirms the 'BB' rating on
the $114 million outstanding preferred stock.  The rating outlook
remains Stable.


VALENTIS INC: Completes Disposition of Assets with Urigen
---------------------------------------------------------
Valentis, Inc. entered into an Agreement and Plan of Merger with
Urigen N.A., Inc, and Valentis Holdings, Inc, a newly formed
wholly-owned subsidiary of Valentis, as subsequently amended.  

Pursuant to the Merger Agreement, on July 13, 2007, Merger Sub was
merged with and into Urigen, with Urigen surviving as a wholly-
owned subsidiary of Valentis.  In connection with the Merger, each
Urigen stockholder received, in exchange for each share of Urigen
common stock held by such stockholder immediately prior to the
closing of the Merger, 2.2554 shares of Valentis common stock.  At
the effective time of the Merger, each share of Urigen Series B
preferred stock was exchanged for 11.277 shares of Valentis common
stock.  An aggregate of 51,226,679 shares of Valentis common stock
were issued to the Urigen stockholders.

The Merger Agreement was approved by the stockholders of Urigen at
a meeting of the Urigen's stockholders on June 28, 2007.  In
addition, the Board of Directors of Urigen agreed to waive the
requirement of approval by the shareholders of Valentis as
required by the Merger Agreement.

From and after the Merger, the business of Valentis is principally
conducted through Urigen.

                           About Valentis

Headquartered in Burlingame California, Valentis, Inc. (Nasdaq:
VLTS) -- http://www.valentis.com/-- is a clinical-stage  
biotechnology company engaged in the development of innovative
products for peripheral arterial disease.  PAD is due to chronic
inflammation of the blood vessels of the legs leading to the
formation of plaque that obstructs blood flow.  Valentis was
formed from the merger of Megabios Corp. and GeneMedicine, Inc.,
in March 1999.

In August 1999, the Company acquired PolyMASC Pharmaceuticals plc
as its wholly owned subsidiary.  Valentis is incorporated in the
State of Delaware.

                        Going Concern Doubt

In October 2006, auditors working for Ernst & Young LLP in Palo
Alto, Calif., raised substantial doubt about Valentis Inc.'s
ability to continue as a going concern after the firm audited the
company's consolidated financial statements for the year ended
June 30, 2006, and 2005.  The auditors pointed to the company's
losses since inception, accumulated deficit, and need for
additional financial resources to fund its operations at least
through June 30, 2007.


WERNED LADDER: Rothschild Objects to Panel' Disclosure Statement
----------------------------------------------------------------
Rothschild Inc. and the Union Central Life Insurance Company and
Grand Central Asset Trust, PNT Series, ask the U.S. Bankruptcy
Court for the District of Delaware to deny the approval of the
Official Committee of Unsecured Creditors' Disclosure Statement
and solicitation procedures with respect to the Liquidating Plan
filed in Werner Holding Co. (DE) Inc., aka Werner Ladder Co., and
its debtor-affiliates' Chapter 11 cases.

Rothschild contends that the Committee Plan is patently
unconfirmable because it failed to satisfy Section 1129(a)(9) of
the Bankruptcy Code, which requires that Rothschild's fees for
services rendered to the Debtors during the pendency of their
Chapter 11 cases be paid in full, in cash, on the Plan's
effective date.

In contrast, the Plan would impermissibly force Rothschild to
accept a speculative and contingent recovery on a portion of its
fees from a litigation trust that would improperly subordinate
Rothschild's claim, David J. Baldwin, Esq., at Potter Anderson &
Corroon LLP, in Wilmington, Delaware, states on Rothschild's
behalf.

In light of the Plan's patent unconfirmability, it would be a
waste of the Debtors' meager resources to solicit votes on the
plan, and doing so would not be in the best interests of the
Debtors, their creditors and all parties in interest, Mr. Baldwin
tells Judge Carey.

Judicial economy also does not favor soliciting votes on a plan
of reorganization that is unconfirmable on its face, Mr. Baldwin
maintains.

In a separate filing, Union Central and Grand Central, as second
lien holders in the Debtors' asset under a second lien credit
facility, states that during the Debtors' Chapter 11 cases, an
ad-hoc committee of second lien holders was formed to represent
holders of second liens in the Debtors' assets.

The members of the ad-hoc committee have second liens that are
materially the same as second lien claims of Union Central and
Grand Central, Christopher A. Ward, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers, LLP, in Wilmington, Delaware, states
on the lien holder's behalf.

However, Mr. Ward says, not all second lien claim holders are
being treated equally pursuant to the Plan.

The treatment of Union Centrala(TM)s and Grand Centrala(TM) second
lien super-priority claims are not consistent with the provisions
of the Bankruptcy Code, as claims within the same class will not
betreated consistently under the Plan, Mr. Ward contends.

Specifically, Mr. Ward asserts, the Disclosure Statement is
devoid of any mention of second lien claims other than Levine
Leichtman Capital Partners III, L.P.'s second lien claim, which
arose from the same loan documents and same set of circumstances
as Union Central's and Grand Central's second lien super-priority
claims.

Mr. Ward states that neither the Disclosure Statement nor the
Plan recognizes the Union Central and Grand Central second lien
superpriority claims as allowed super-priority claims pursuant to
Section 507(b) of the Bankruptcy Code.  

Union Central and Grand Central seek that the Disclosure
Statement should affirmatively state that they are the holders of
allowed super-priority claims pursuant to Section 507.

Accordingly, Union Central and Grand Central want the Disclosure
Statement revised, at a minimum, to (i) reflect the existence and
priority of those second lien super-priority claims, and their
treatment under the Plan, and (ii) include references to the
allowance and amounts of the Union Central, Grand Central and
other second lien super-priority claims that are not part of the
LLCP Second Lien Claim.

That reference is required for the Disclosure Statement to
satisfy the adequate information requirements of Section 1125,
Mr. Ward emphasizes.

In light of the filing of its request to convert the Debtors'
Chapter 11 cases to a case under Chapter 7, the Committee is
continuing the Disclosure Statement hearing, currently scheduled
for July 24,2007, at 10:00 a.m., to August 23 at 2:00 p.m.

                     About Werner Holding Co.

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--     
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).  

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.  
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,
the Creditors Committee submitted their own chapter 11 plan and
disclosure statement explaining that plan.  The hearing to
consider the adequacy of the Panel's Disclosure Statement is
scheduled.  (Werner Ladder Bankruptcy News, Issue No. 34;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or (215/945-7000).


WHOLE FOODS: Extends Tender Offer Expiration Date to August 10
--------------------------------------------------------------
Whole Foods Market Inc. has extended the expiration date for its
tender offer to purchase outstanding shares of Wild Oats Markets,
Inc. to 5:00 p.m., Friday, Aug. 10, 2007.

As of the close of business on July 19, 2007, a total of
17,049,990 shares of common stock of Wild Oats, which represent
approximately 57.1% of the 29,882,910 shares that were outstanding
as of April 27, 2007, have been tendered and not withdrawn
pursuant to the tender offer.

On Feb. 21, 2007, Whole Foods Market entered into a merger
agreement with Wild Oats, pursuant to which Whole Foods Market,
through a wholly-owned subsidiary, has commenced a tender offer to
purchase all of the outstanding shares of Wild Oats at a purchase
price of $18.50 per share in cash.

On June 7, 2007, the Federal Trade Commission filed a suit in the
federal district court to block the proposed acquisition on
antitrust grounds and seeking a temporary restraining order and
preliminary injunction pending a trial on the merits.  Whole Foods
Market and Wild Oats consented to a temporary restraining order
pending a hearing on the preliminary injunction, which has been
scheduled to commence on July 31, 2007, and to conclude on Aug. 1,
2007.

                      About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc.
(NASDAQ: OATS) -- http://www.wildoats.com/-- is a natural and  
organic foods retailer in North America with annual sales of
approximately $1.2 billion.  Wild Oats Markets was founded in
Boulder, Colorado in 1987.  Wild Oats Markets currently operates
110 stores in 24 states and British Columbia, Canada under four
banners: Wild Oats Marketplace (nationwide), Henry's Farmers
Market (Southern California), Sun Harvest (Texas), and Capers
Community Market (British Columbia).

                  About Whole Foods Market Inc.

Founded in 1980 in Austin, Texas, Whole Foods Market Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a  
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


WILD WEST: Section 341(a) Creditor's Meeting Set for August 10
--------------------------------------------------------------
The U.S. Trustee for Region 20 will convene a hearing of Wild West
World LLC's creditors on Aug. 10, 2007, at 10:00 a.m., at 401
Courthouse North Market, Room B-56, in Wichita, Kansas.

This is the first meeting of creditors required under 11 U.S.C.
Section 341(a) 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 Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
protection on July 9, 2007 (Bankr. D. Kans. Case No. 07-11620).  
No Official Committee of Unsecured Creditors has been appointed
to date on this case.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 Million to $100 Million.


WILD WEST: Taps Redmond & Nazar as Bankruptcy Counsel
-----------------------------------------------------
Wild West World LLC asks the United States Bankruptcy
Court for the District of Kansas for permission to employ
Redmond & Nazar LLP, as its counsel.

As the Debtor's counsel, the firm will:

    a. advise the Debtor of its rights, powers and duties as
       a debtor-in-possession, including those with respect
       to the continued operation and management of its
       business property;

    b. advise and assist the Debtor concerning in the
       negotiation and documentation of financing agreements,
       cash collateral orders and related transactions;

    c. investigate into the nature and validity of liens
       asserted against the property of the Debtor, and advise
       the Debtor concerning the enforceability of the liens;

    d. investigate and advise the Debtor concerning and taking
       action as may be necessary to collect income and assets
       in accordance with applicable law, and recover property
       for the benefit of the Debtor's estate;

    e. prepare on behalf of the Debtor the application, motions,
       pleadings, orders, notices, schedules and other documents
       as may be necessary and appropriate, and reviewing the
       financial and other reports to be filed;

    f. advise the Debtor concerning and preparing responses to
       application motions, pleadings, notices and other
       documents which may be filed and served;

    g. counsel the Debtor in connection with formulation,
       negotiation and promulgation of plan(s) or reorganization
       and related documents; and

    h. perform other legal services for and behalf of the Debtor
       as may be necessary or appropriate in the administration
       of the case.

The firm's professionals billing rates:

    Professionals                    Hourly Rate
    -------------                    -----------
    Edward J. Nazar, Esq.                $240
    W. Thomas Gilman, Esq.               $185
    Martin R. Ufford, Esq.               $185
    Susan Saidan, Esq.                   $165
    L. Kathleen Harrell-Latham, Esq.     $125

The Debtor tells the Court that the firm will keep detailed
records of any actual and necessary expenses incurred in
connection with rendering of the aforementioned legal services.

The firm has received $14,961 retainer for services rendered in
connection with the Debtor's Chapter 11 case.

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

Mr. Nazar can be reached at:

    Edward J. Nazar, Esq.
    Redmond & Nazar LLP
    245 North Waco, Suite 402
    Tel: (800) 356-8966
    Fax: (316) 263-0610
    http://www.redmondnazar.com/

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
protection on July 9, 2007 (Bankr. D. Kans. Case No. 07-11620).  
No Official Committee of Unsecured Creditors has been appointed
to date on this case.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 Million to $100 Million.


WILLIAMS COS: Stock Repurchase Plan Cues S&P to Retain Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit ratings on The Williams Companies Inc. and affiliates will
remain on CreditWatch with positive implications, following the
company's announcement of its planned new publicly traded gas
pipeline master limited partnership and $1 billion stock
repurchase program.  The ratings on Williams and its affiliates
were placed on CreditWatch on May 21, 2007.
     
Williams intends to fund the stock repurchase with its sizable
cash balance and to use equity proceeds from the MLP to replenish
cash and fund growth projects.  The transactions are expected to
have a neutral effect on consolidated debt balances, as proceeds
from new debt issued at the MLP will be used to repay an
equivalent amount of parent-level debt.
      
"The announcement of the planned MLP is consistent with our
expectation that dropdowns of pipeline assets would accelerate,
following the recent court ruling affirming the FERC's tax
allowance policy," noted Standard & Poor's credit analyst Plana
Lee.  S&P believe that this would be neutral at best for Williams'
credit quality, depending on its use of proceeds and the
capitalization of the MLP, because of the risks associated with
the MLP structure, as well as the distance that the MLP will place
between Williams lenders and the pipeline assets.  However, S&P's
view is that the positive CreditWatch listing remains warranted,
given the likely substantial improvement to credit quality that
they expect following the previously announced sale of Williams'
power segment to Bear Stearns.
      
"We will resolve the CreditWatch listing on review of additional
information regarding the specifics of the new MLP and the stock
repurchase, when available," she continued.


WILLIAMS COS: Share Repurchase Program Cues Fitch to Hold Ratings
-----------------------------------------------------------------
Fitch Ratings has affirmed the debt and Issuer Default Ratings of
The Williams Companies, Inc., Transcontinental Gas Pipe Line Corp.
and Northwest Pipeline Corp. following the WMB's announcement that
it is initiating a $1 billion share repurchase program and forming
a pipeline master limited partnership.  The ratings affirmed are
as:

The Williams Companies, Inc.:

  -- Long-term Issuer Default Rating at 'BB+';
  -- Senior unsecured debt at 'BB+'.
  -- Junior subordinated convertible debentures at 'BB-'.

Transcontinental Gas Pipe Line Corp.

  -- Long-term Issuer Default Rating at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Northwest Pipeline Corp.

  -- Long-term Issuer Default Rating at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

The Rating Outlook remains Positive.

WMB has announced a program to repurchase up to $1 billion of
common stock through open market transactions or in negotiated or
structured transactions.  The stock repurchase program has no
expiration date.  While recognizing that the program directs cash
away from further debt reduction or investment in the company's
operations as well as the company's significant investment plans,
Fitch also considered WMB's significant liquidity position as
unrestricted cash on hand at March 31, 2007 totaled approximately
$1.8 billion.

The affirmations also recognize the significant reduction in
potential collateral requirements, including cash outlays, due to
the impending sale of the company's power segment and the
continued roll-off of upstream hedges at levels well below current
spot and futures prices.  Fitch also expects the company to
continue to issue equity at Williams Partners, L.P. (WPZ, IDR of
'BB' with a Stable Outlook) and the proposed pipeline MLP as part
of the company's ongoing dropdown strategy with proceeds to be
used for general corporate purposes throughout the WMB capital
structure.  As such, Fitch expects WMB to continue to maintain a
significant cash position over the next several quarters despite
the stock repurchase program and the company's significant
investment plans.

WMB will initially dropdown an interest in the Northwest Pipeline
system to the new pipeline MLP with potential future transactions
to include the remaining ownership of NWP, the company's 50
percent interest in Gulfstream Pipeline and the Transcontinental
Gas Pipe Line system, which is wholly owned by WMB.  WMB's
decision to form the MLP follows the May 29, 2007 decision by the
U.S. Court of Appeals for the D.C. Circuit affirming the FERC's
policy for inclusion of a tax allowance in cost-of-service rates
for regulated entities that are owned by partnerships, including
MLPs.  The rating affirmation considered the increasing
subordination of the debt at the WMB level to the debt at the
MLPs.

However, Fitch also recognized the WMB debt will continue to be
serviced by the direct cash flows from the company's upstream
operations as well as increasing distributions from WPZ and the
proposed pipeline MLP including both limited partner and general
partner interests.  Of note is that in addition to retaining
control of the MLPs through the GP interest, the GP ownership will
also likely include incentive distribution rights which would
result in increasing distributions to the GP disproportionately to
the LP units as distribution levels are increased.  Finally, Fitch
anticipates that consolidated debt levels under WMB following the
planned stock repurchases and the proposed dropdowns are likely to
remain relatively unchanged from current levels as the MLPs will
continue to be consolidated.

Fitch placed the ratings of WMB on Positive Outlook upon the
company's announcement on May 21, 2007 that it had entered into an
agreement to sell substantially all of its remaining power assets
to Bear Stearns for $512 million. Fitch believes that the
transaction, which is expected to close in the next few months,
will lower business risk by alleviating the historically heavy
cash collateral and letter of credit requirements of the business.
The Positive Outlook reflects this reduction of business risk as
well as the ongoing strong financial and operating performance and
growth of WMB's remaining core business segments. Fitch expects
the favorable financial trends to continue.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                              Total  
                              Shareholders  Total     Working  
                              Equity        Assets    Capital      
Company               Ticker  ($MM)          ($MM)     ($MM)  
-------               ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (29)         551       19
Alliance Imaging        AIQ          (4)         678       50
Bare Escentuals         BARE       (189)         184       91
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Calpine Corp            CPNLQ    (7,348)      18,594   (3,055)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (70)         305      (55)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (21)         271      (42)
Crown Holdings          CCK        (225)       6,582      310
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP       (106)         312       60
Deluxe Corp             DLX         (40)       1,223     (402)
Denny's Corporation     DENN       (221)         444      (67)
Depomed Inc.            DEPO        (37)          37       16
Domino's Pizza          DPZ        (561)         421       39
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Embarq Corp             EQ         (331)       8,983     (409)
Emeritus Corp.          ESC        (112)         953      (55)
Empire Resorts I        NYNY        (10)          71       12
Encysive Pharmaceutical ENCY       (122)          87       52
Enzon Pharmaceutical    ENZN        (55)         369      180
Epix Pharmaceutical     EPIX        (51)         112       39
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (65)       1,037       31
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
ICOS Corp               ICOS        (18)         285      112
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (104)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Isolagen Inc            ILE         (48)          49       21
Ista Pharmaceuticals    ISTA        (15)          48       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (47)         446      (31)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (408)       3,281   (3,410)
Rural Cellular          RCCC       (587)       1,362      183
Rural/Metro Corp.       RURL        (93)         298       38
Savvis Inc.             SVVS        (14)         640      145
Sealy Corp.             ZZ         (154)       1,021       61
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE         (83)       2,788      656
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (5)       3,913      317
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU         (172)       5,354      972
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (467)       3,628      912
XM Satellite            XMSR       (445)        1943      (76)
Xoma Ltd.               XOMA         (6)          70       28

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

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