TCR_Public/070802.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 2, 2007, Vol. 11, No. 181

                             Headlines

ACG HOLDINGS: March 31 Balance Sheet Upside-Down by $243.6 Mil.
ACTIVANT SOLUTIONS: Moody's Affirms B2 Corporate Family Rating
ACTIVANT SOLUTIONS: Intuit Deal Cues S&P to Hold "B" Debt Rating
AEOLUS PHARMA: Posts $509,000 Net Loss in Quarter Ended June 30
AIRTRAN HOLDINGS: Midwest Reconsiders Unsolicited Buyout Bid

AMERICAN MEDICAL: Earns $7.3 Million in Second Qtr. Ended June 30
ANDREW CORPORATION: Posts $96 Million Net Loss in Third Qtr. 2007
ARMOR HOLDINGS: $4.5 Billion BAE Systems Buyout Deal Completed
ARMOR HOLDINGS: Completed BAE Deal Cues S&P to Withdraw Ratings
ARVINMERITOR INC: Posts $70 Million Net Loss in Qtr. Ended June 30

ATLANTIS PLASTICS: In Talks with Lenders on Covenant Defaults
BALLY TOTAL: Wants to Access Prepetition Lenders' Cash Collateral
BALLY TOTAL: Inks $292 Mil. DIP Financing Pact with Morgan Stanley
BALTIMORE MAYOR: S&P Holds BB Rating on $53.44MM S. 2006B Bonds
BEAR STEARNS: Chapter 15 Petition Summary

BEST MANUFACTURING: Trustee Hires LogiServe as Collection Agent
BROOKLYN HOSPITAL: Files Amended Disclosure Statement in New York
CALIFORNIA STEEL: Earns $8.2 Million for Second Quarter 2007
CALPINE CORP: Ct. OKs Sale of Ownership in Acadia Power for $189MM
COMMUNITY HEALTH: Earns $53.8 Million in Quarter Ended June 30

COMMUNITY HEALTH: Completes $300MM Tender Offer of 6-1/2% Notes
COMPASS MINERALS: June 30 Balance Sheet Upside-Down by $48.8 Mil.
CONEXANT SYSTEMS: S&P Downgrades Corporate Credit Rating to 'B-'
COUNTERPATH SOLUTIONS: BDO Dunwoody Raises Going Concern Doubt
CSG SYSTEMS: Inks $39 Million Merger Deal with Prairie Voice

DCMH ACQUISITION2: Moody's Places Corporate Family Rating at B3
DELPHINUS CDO: Moody's Assigns Low-B Ratings on Two Cert. Classes
DIXIE GROUP: Earns $2.4 Million in Quarter Ended June 30
DYNCORP INT'L: Earns $12.3 Million in First Quarter Ended June 29
EARTHSHELL CORP: Court Confirms Joint Plan of Reorganization

ENCORE ACQUISITION: Earns $15.2 Million in Second Quarter of 2007
ENTERPRISE GP: Earns $21.5 Million in Second Quarter Ended June 30
FOOT LOCKER: Initiates Steps to Strengthen Business Operations
FORD MOTOR: Affirms Stock Premium for 6.5% Securities Conversion
FRANKLIN CLO: S&P Rates $11.5 Million Class E Notes at BB

GENERAL MOTORS: Earns $891 Million in Second Quarter Ended June 30
GSI GROUP: Prices Cash Tender Offering for 12% Senior Notes
HILANDER BOWL: Case Summary & 14 Largest Unsecured Creditors
HOLLISTION MILLS: Court OKs Asset Sale to Holliston Acquisition
INDEPENDENCE TAX: Remains Neutral to Peachtree Partners' Buy Offer

ISONICS CORPORATION: Hein & Associates Raises Going Concern Doubt
ITC^DELTACOM: Completed Financing Cuts Borrowing Costs by $25MM
K2 INC: Prices Cash Tender Offer to Purchase 7-3/8% Senior Notes
LB COMMERCIAL: Moody's Assigns Low-B Ratings on Six Cert. Classes
MEDICALCV INC: Lurie Besikof Raises Going Concern Doubt

MXENERGY HOLDINGS: Amends Floating Rate Senior Notes Tender Offer
NEW 118TH: Involuntary Chapter 11 Case Summary
NORTHWEST AIRLINES: Reports $2.15 Billion Profit in Second Quarter
NORTHWESTERN CORP: S&P Affirms BB+ Rating and Removes Neg. Watch
OUR LADY OF MERCY: Court OKs Donlin as Panel's Communication Agent

PEOPLE'S CHOICE: Deutsche Bank Wants Stay Lifted to Pursue Suit
PILGRIM'S PRIDE: Earns $62.6 Million in Quarter Ended June 30
PINE MOUNTAIN: Moody's Rates $3.7 Million Class E Notes at Ba1
POST PROPERTIES: Earns $62 Million in Second Quarter of 2007
PREMIER ENTERTAINMENT: Court Approves Plan of Reorganization

PRIDE INT'L: Unit Acquires Lexton Drillship Rights for $108.5MM
PRIMEDIA INC: Prices Cash Tender Offer for 8% Senior Notes
R.H. DONNELLY: Business.com Deal Keeps Fitch's Rating Within B+
RADIOSHACK CORP: Earns $47 Million in Quarter Ended June 30
REMY INTERNATIONAL: To Begin Vote Solicitation on Prepack Plan

ROBERT THOMPSON: Voluntary Chapter 11 Case Summary
ROYAL SPRING: May 31 Balance Sheet Upside-Down by $3.3 Million
SAINT VINCENT'S: Court Approves A.I. Creditor 2007 Agreement
SEACOR HOLDINGS: Board Ups Securities Repurchase by $82.6 Mil.
SOBEYS INC: Weak Credit Protection Cues S&P to Cut Rating to BB+

STONERIDGE INC: Moody's Holds B2 Rating on $200 Mil. Senior Notes
SYMBOL MERGER: Moody's Rates $350 Mil. Credit Facility at Ba3
TIMKEN COMPANY: Earns $55.6 Million in Second Quarter of 2007
TOWER AUTOMOTIVE: Emerges From Chapter 11 Bankruptcy in New York
TOWER AUTOMOTIVE: Completes $1 Bil. Asset Sale to TA Acquisition

TOWER RECORDS: Chap. 11 Liquidating Plan Gets Court Approval
TRIAD HEALTHCARE: Community Health Completes Senior Notes Offering
UCG PAPER: High Leverage Cues S&P's B- Corporate Credit Rating
VISTA RIDGE: Case Summary & 12 Largest Unsecured Creditors
WERNER LADDER: Court Extends Removal Period to November 5

WESTERN OIL: S&P Puts BB+ Corp. Credit Rating Under Positive Watch
WHEATFIELD INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
WHOLE FOODS: Earns $49.1 Million in Twelve Weeks Ended July 1

* American Home Unable to Use Credit Facilities, May Sell Assets
* McCarter & English Names Philip Olsen as New Partner at Boston
* Proskauer Rose Names Andrea Ascher as Partner in New York Office
* Sidley Austin Promotes Eleven Associates to Partnership
* S&P Places 33 Tranches from 10 Transactions Under Neg. Watch
* U.S. Trustee Names Geoffrey Groshong as Mila's Ch. 11 Trustee

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

                             *********

ACG HOLDINGS: March 31 Balance Sheet Upside-Down by $243.6 Mil.
---------------------------------------------------------------
ACG Holdings Inc.'s consolidated balance sheet at March 31, 2007,
showed $226.7 million in total assets, $470.3 million in total
liabilities, resulting in a $243.6 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2007, also
showed strained liquidity with $60.1 million in total current
assets available to pay $66.5 million in total current
liabilities.

ACG Holdings Inc. and American Color Graphics Inc. (collectively,
the company), reported a net loss of $8.8 million for the fourth
quarter and $21 million for fiscal year 2007, compared to a net
loss of $10.2 million and $14.6 million, respectively, in the
comparable periods of the prior year.

Revenues were $103.3 million for the fourth quarter and
$445.0 million for the fiscal year 2007, compared to
$102.0 million and $434.5 million, respectively, in the comparable
periods of the prior year.  Consolidated earnings before net
interest expense, income tax expense, depreciation and
amortization (EBITDA) in the fourth quarter increased to
$6.3 million versus $4.2 million in the prior year.  Consolidated
EBITDA for fiscal Year 2007 was $37.7 million versus $39.1 million
in the prior year.  

Stephen M. Dyott, chairman and chief executive officer of American
Color Graphics Inc. stated, "Our full year results were
disappointing.  Excluding the non-cash impairment charge related
to information technology assets recorded last year and current
year losses associated with the start-up of a newspaper service
facility, print operating results were comparable to the prior
year.  Pure pricing in our print operations continues to be
negatively impacted by modest excess industry capacity.  Price
losses and cost problems at one of our plants were offset by
positive customer and product mix, volume growth and continuing
cost controls.  We are pleased with the growth of our newspaper
service business and we are making progress improving the
productivity of the one print facility that experienced
significant operating problems in fiscal year 2007.  Our premedia
operations are still weak due to reduced volume.  We continue to
believe we have the best suite of premedia services available in
our industry, and we are working hard to improve our premedia
sales.

Our corporate expenses were higher than last year due to expenses
related to two lawsuits in which we are the plaintiff.  Our legal
expenses are anticipated to be lower in fiscal year 2008, with
respect to these two lawsuits."

The company ended fiscal year 2007 with net debt of $352.1 million
versus a comparable position of $319.2 million at the end of
fiscal year 2006, representing an increase in debt of
$32.9 million versus the prior year.  In addition to the
$37.7 million of reported EBITDA, other sources and uses of cash
during fiscal year 2007 included:

  (1) interest payments of $36.1 million, including interest
      payments on the Notes of $28.0 million,

  (2) cash capital expenditures of $12.7 million,

  (3) pension contributions of $5.7 million,

  (4) debt issuance costs of $2.9 million,

  (5) cash restructuring payments of $1.5 million,

  (6) cash taxes of $0.2 million and

  (7) working capital and other balance sheet net cash uses of
      $11.5 million.

At March 31, 2007, the company had additional borrowing capacity
of $30.7 million under its two credit facilities as follows:

  * 5.9 million under the 2005 Revolving Credit Facility; and

  * $24.8 million under the Receivables Facility, including
    $1.1 million based on receivables purchased from Graphics at
    March 31, 2007, and an additional $23.7 million if Graphics
    Finance had purchased from Graphics all other eligible
    receivables at March 31, 2007.

On March 31, 2007, the company had borrowings outstanding under
its 2005 Revolving Credit Facility of $26.9 million and letters of
credit outstanding of $22.2 million, resulting in the additional
borrowing capacity under this facility of $5.9 million.  The
company had borrowings outstanding under the Receivables Facility
of $4.7 million at March 31, 2007.

Full-text copies of the company's consolidated financial
statements for the year ended March 31, 2007, are available for
free at http://researcharchives.com/t/s?21f1

                    About ACG Holdings

Based in Brentwood, Tenn., ACG Holdings Inc. is the parent company
of American Color Graphics Inc. -- http://www.americancolor.com/
-- which conducts business as American Color Print and American
Color Premedia.  American Color Print is one of the leading
printers of advertising inserts and newspaper products in the
United States.  The company's production facilities print and
distribute products such as weekly retail advertising inserts,
Sunday comic sections, comic books and other publications for many
of the country's retailers and major newspapers.

American Color Premedia is one of the most technologically
advanced providers of premedia services in the United States.  The  
premedia services segment provides customers with a complete
solution for the preparation and management of advertising and
packaging materials for printing and other mediums, including file
preparation, page layout and design, image capture, asset and
content management, creative concept, and color and brand
management.

                          *     *     *             

As reported in the Troubled Company Reporter on July 27, 2007,
Moody's Investors Service placed a ratings to American Color
Graphics Inc.'s $280 million senior secured second priority notes
due 2010 at Caa2, under review for possible downgrade after the
company plans to merge with Vertis Inc.


ACTIVANT SOLUTIONS: Moody's Affirms B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Activant Solutions Inc.'s B2
corporate family rating and the B1 rating of its senior secured
term loan facility upon its proposed $95 million upsizing.

Proceeds of the term loan will be used to finance the acquisition
of the Intuit Inc.'s distribution management solutions business.
Leverage will increase modestly for the transaction, but not
sufficiently to pressure the rating.  The rating outlook was
revised to stable from negative based on the company's recent
stable performance after digesting two large acquisitions, moving
its headquarters and installing a new management team.

The B2 corporate family rating reflects the company's high
leverage levels, potential sensitivity to an economic downturn,
likely continuation of the recent pace of acquisitions, and
challenges in the automotive vertical market.

The rating also considers Activant's expertise and strong customer
following in the automotive, hardline/lumber and wholesale and
distribution markets, the critical nature of the products to the
end user's business and the recurring nature of a large portion of
their cash flows.

The stable outlook reflects the view that the company will
continue to grow modestly through organic growth.  Moody's expects
the company to continue to evaluate acquisitions but expects they
will pay down debt before making additional acquisitions and will
not push leverage beyond current levels.

Although a ratings upgrade is unlikely in the near term, the
ratings could be positively influenced by strong organic revenue
and cash flow growth accompanied by significantly reduced
leverage.  Conversely, the ratings could face downward pressure
should there be a decline in organic growth for an extended period
or if the company were to make a large debt financed acquisition
or shareholder distribution.

The SGL-2 rating reflects Moody's expectation that over the next
twelve months, the company will be able to fund its working
capital and capital expenditure requirements through cash flow.  
In addition to Activant's cash flow from operations, the company's
liquidity will be bolstered by its undrawn $40 million senior
secured revolving credit facility.  The liquidity rating could be
negatively impacted by debt financed acquisitions during this
period.

The ratings are subject to review of final documentation of the
financing transaction.

These ratings were affirmed:

-- Corporate family rating -- B2
-- Probability of default rating -- B2
-- Speculative Grade Liquidity rating -- SGL2

These ratings will be revised upon closing of the transaction:

-- $40 million senior secured five year revolving credit facility
    due 2011 -- B1, LGD3 (35%) from B1, LGD3 (33%)

-- $458 million senior secured term loan facility due 2013 -- B1,
    LGD3 (35%) from B1, LGD3 (33%)

-- $175 million senior subordinated notes due 2016 -- Caa1, LGD5
    (88%) from Caa1, LGD5 (88%)

Activant is a leading provider of enterprise software and systems
to small to medium sized retail and wholesale businesses in the
automotive parts, hardlines and lumber, and wholesale and
distribution business industries in the United States and Canada.
Activant is headquartered in Livermore, CA.


ACTIVANT SOLUTIONS: Intuit Deal Cues S&P to Hold "B" Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Livermore, California-based Activant Solutions
Inc.  The outlook remains stable.
     
The action followed the announcement of Activant's acquisition of
Intuit's Eclipse Distribution Management Solutions business, a
provider of business management software for wholesale
distributors to durable goods markets," said Standard & Poor's
credit analyst David Tsui.  The recovery rating on the senior
secured credit facility, which now consists of a $485 million
first-lien revolving credit facility, and includes the
$95 million add-on, remains unchanged at '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a
payment default or bankruptcy.
      
Proceeds from the $95 million add-on and $9 million cash on hand
will be used to fund the purchase of Intuit's Eclipse business.  
Pro forma for the transaction, including the $175 million senior
subordinated notes currently outstanding, S&P expect the company
to have approximately $633 million in funded debt outstanding.  
     
The ratings on Activant reflect its narrow business profile,
acquisitive growth strategy and high debt leverage.  These are
offset by a leading position in its addressed vertical markets, a
significant amount of recurring revenue, and consistent
profitability.


AEOLUS PHARMA: Posts $509,000 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Aeolus Pharmaceuticals, Inc. disclosed Wednesday financial results
for its third quarter ended June 30, 2007.  

Aeolus reported a net loss of $509,000 for the three months ended
June 30, 2007, compared to a net loss of $3.2 million for the
three months ended June 30, 2006.  The higher net loss for the
quarter ended June 2006 principally reflects a $2.2 million charge
associated with an increase in the fair value of common stock
warrants.  The loss from operations during the quarter decreased  
from $943,000 in the quarter ended June 30, 2006, to a loss from
operations of $512,000 in the quarter ended June 30, 2007.

For the nine months ended June 30, 2007, the company reported a
net loss of $2.0 million, compared to a net loss $5.5 million for
the nine months ended June 30, 2006.

"Results for the quarter and year to date reflect our continued
success in reducing overhead costs, so that our financial
resources can be focused on the development of our compounds,"
stated John L. McManus, president and chief executive officer.  
"During the upcoming quarter we expect that important studies of
our lead compound AEOL 10150 as a potential protective agent
against mustard gas exposure will be completed and we will
continue the planning and regulatory work necessary to launch our
first study of AEOL 10150 as a protector of healthy normal cells
in cancer radiation therapy.  With the funding we secured during
the past quarter, we will also begin the studies necessary for
filing an IND for our second compound, AEOL 11207, which we intend
to develop as a treatment for Parkinsons disease, and initiate
studies of several other oral pipeline compounds for the treatment
of colitis."

Research and development expenses were lower during the third
quarter of fiscal year 2007 when compared to fiscal year 2006 as
the company's activities were focused on preparing for a proposed
clinical trial for AEOL 10150 as a radiation protection agent.  
During the three months ended June 30, 2006, the company's primary
operational focus and R&D spending was on conducting the Phase I
multiple dose clinical trial for the treatment of ALS.

General and administrative expenses were lower during the third
quarter of fiscal year 2007 when compared to fiscal year 2006 due
to a lower level of employee compensation and efforts to decrease
the level of services provided by consultants resulting in a lower
level of consulting expenses.

As of June 30, 2007, the company had $2.1 million in cash and cash
equivalents.

At June 30, 2007, the company's consolidated balance sheet showed
$2.6 million in total assets, $639,000 in total liabilities, and
$2.0 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?21fd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 8, 2007,
Haskell & White LLP expressed substantial doubt about Aeolus
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
insufficient working capital to fund its operations.

                   About Aeolus Pharmaceuticals

Aeolus Pharmaceuticals, Inc. (OTC BB: AOLS.OB) --
http://www.aeoluspharma.com/-- is developing a variety of
therapeutic agents based on its proprietary small molecule
catalytic antioxidants, with AEOL 10150 being the first to enter
human clinical evaluation.  AEOL 10150 is a patented, small
molecule catalytic antioxidant that has shown the ability to
scavenge a broad range of reactive oxygen species, or free
radicals.  Because oxygen-derived free radicals are believed to
have an important role in the pathogenesis of many diseases,
Aeolus' catalytic antioxidants are believed to have a broad range
of potential therapeutic uses.


AIRTRAN HOLDINGS: Midwest Reconsiders Unsolicited Buyout Bid
------------------------------------------------------------
The Board of Directors of Midwest Air Group Inc. has formed a
committee to explore strategic and financial alternatives,
including reconsidering the unsolicited exchange offer by
AirTran Holdings Inc. to acquire all outstanding shares of
Midwest.

According to Midwest, the committee intends to hold discussions
with other strategic and financial parties that have recently
expressed interest in pursuing a transaction with Midwest.

The committee also intends to execute confidentiality agreements
with each of the interested parties that will enable them to
conduct due diligence investigations.

The committee has five members.  Serving as chairman is Samuel
K. Skinner, Chicago, former Secretary of the U.S. Department
of Transportation.  Other members include: Jeffrey H. Erickson,
Scottsdale, Ariz., a newly elected board member and former
president and chief executive officer of Trans World Airlines
and Atlas Air Worldwide Holdings; Ulice Payne, greater Milwaukee
area, member of the board's Audit and Compensation Committees;
Elizabeth T. Solberg, Kansas City, chair of the board's
Compensation Committee; and Richard H. Sonnentag, greater
Milwaukee area, long-time board member and chair of the board's
Audit Committee.

According to Mr. Skinner, the board's decision to form the
committee was made after extensive deliberations.  "On April 12,
the board recommended that shareholders reject the most recent
AirTran offer.  At that time, the board concluded that Midwest's
strategic plan provides more attractive long-term value-creation
opportunities for shareholders," he explained.  "By providing
AirTran and other interested parties with access to our
confidential information and holding discussions with them,
the board is pursuing a process to evaluate whether greater
value can be delivered to shareholders through a near-term
transaction."

Due to the nature of the committee's process, Midwest Airlines
says it cannot commit to when it will comment further.

                       About Midwest Airlines

Headquartered in Oak Creek, Wisconsin, Midwest Air Group Inc.
(Amex: MEH) -- http://www.midwestairlines.com-- the parent  
company of Midwest Airlines, provides scheduled passenger
service in the United States and internationally.  It offers
scheduled passenger service to destinations in the United
States and regional scheduled passenger service to cities
primarily in the Midwest and to Toronto, Canada.

                       About AirTran Airways

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.

Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


AMERICAN MEDICAL: Earns $7.3 Million in Second Qtr. Ended June 30
-----------------------------------------------------------------
American Medical Systems Holdings Inc. reported a $7.3 million
net income for the second quarter of 2007.  The prior year's
second quarter had a reported net loss of $8.1 million that
included the $28.1 million of in-process research and development
charges from the BioControl and Solarant Medical acquisitions
completed during that quarter, and $7 million of financing charges
from bridge financing commitments related to the Laserscope
acquisition.  Net income for the second quarter of 2006, adjusted
to exclude the effect of these charges, was $14.6 million.

The company reported revenues of $116.5 million for the second
quarter of 2007, a 48% increase over sales of $78.8 million in the
comparable quarter of 2006.  The second quarter of 2007 included
$28.4 million of revenue from the Laserscope business, acquired in
July 2006.  Excluding Laserscope revenue, AMS second quarter
revenue was $88.1 million, a 12% growth rate over the same quarter
last year.  Adjusted for foreign exchange, the company's base
business growth rate was 10%.

The company's balance sheet as of June 30, 2007, reflected total
assets of $1.1 billion, total liabilities of $796.5 million, and
total stockholders' equity of $316.2 million.

Martin J. Emerson, president and chief executive officer, noted,
"We are pleased with the progress made during the quarter to
address the supply issues encountered earlier in the year and have
exited the quarter with inventory and service levels near our
expectations.  We also are pleased by the significant rebound in
our male continence business in the second quarter which confirms
the enthusiastic acceptance of our recently introduced Advance(TM)
Male Sling System.  As well, the early physician response to
MiniArc(TM), our newest solution for treating female stress
incontinence, has been extremely positive."

Mr. Emerson further stated, "We continue to make steady progress
addressing Laserscope integration issues, and recorded sequential
revenue increases in our U.S. laser therapy business and in our
global fiber sales.  However, we are behind schedule in
reestablishing revenue momentum for our laser therapy business in
Europe, and we also continue to encounter higher than expected
costs related to the manufacture of HPS consoles. We now expect
these challenges to affect our financial results into the second
half of 2007.  While the timeframe for resolving these issues has
been extended, we firmly believe that we have the corrective
actions in place to exit 2007 in a manner that will position us
for a very successful and profitable 2008 and beyond."

                              Outlook

For the year 2007, the company has updated its expected revenue
range to $470 million to $482 million, from the previous guidance
of $475 million to $500 million.  Revenue projected for the third
quarter of 2007 ranges from $111 million to $117 million.

                       About American Medical

American Medical -- http://www.americanmedicalsystems.com/--   
develops and delivers medical devices and procedures to cure
erectile dysfunction, benign prostatic hyperplasia, incontinence,
menorrhagia, prolapse and other pelvic disorders in men and women
pelvic health products for both men and women.  AMS has operations
in Australia, Austria, Brasil, Canada, Deutschland, Benelux,
France, Iberica, Portugal, the United Kingdom, and the USA.

                          *     *     *

The Troubled Company Reporter - Asia Pacific reported on
March 15, 2007, that Moody's Investors Service confirmed its B1
Corporate Family Rating for American Medical Systems Inc.  
Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on the
company's senior secured revolver due 2012 from Ba3 to Ba2 (LGD2,
22%) and senior secured term loan B due 2012 from Ba3 to Ba2
(LGD2, 22%).


ANDREW CORPORATION: Posts $96 Million Net Loss in Third Qtr. 2007
-----------------------------------------------------------------
Andrew Corporation reported a net loss of $95.7 million for the
third quarter ended June 30, 2007, compared to net income of
$7 million for the third quarter of 2006.

The company reported total sales of $545.8 million for the third
quarter fiscal 2007, compared to $551 million in the prior year
third quarter.  Wireless Infrastructure sales were $523 million,
compared to $524 million in the prior year third quarter, due to
ongoing challenges in the North American market, which were
partially offset by strong growth in emerging markets.

For the nine months ended June 30, 2007, the company had
$1.6 billion total sales and $100 million net loss.  For the nine
months ended June 30, 2006, the company had total sales of
$1.5 billion and net income of $25.4 million.

As of June 30, 2007, the company had total assets of $2.3 billion,
total liabilities of $848.1 million, and total stockholders'
deficit of $1.4 billion.

                       Management's Comments

"Andrew continued to benefit from record sales growth in several
emerging markets such as India, however, demand in the North
American market remained sluggish during our third quarter due to
ongoing weaker spending from a key operator and an original
equipment manufacturer (OEM) customer in this region," said Ralph
Faison, president and chief executive officer, Andrew Corporation.

"Consistent with our comments throughout fiscal 2007, we have seen
a reduction in sales from these two key customers, and year-to-
date, sales to these customers decreased by approximately $200
million year over year.  However, we are confident that we have
maintained our market position with these customers and anticipate
that they will increase their level of spending in future periods.  
Overall, we are pleased with the sequential improvement in sales
in the quarter, and our book-to-bill as we entered our fourth
quarter was positive."

Due to the significant losses generated by the Base Station
Subsystems segment in the first six months of fiscal 2007, the
company had previously determined that an indicator of goodwill
impairment existed as of March 31, 2007.  Based on the completion
of required "step-two" impairment testing, the company recognized
a non-cash goodwill impairment loss of $108 million during the
quarter. The Base Station Subsystems segment had approximately
$412 million of goodwill as of March 31, 2007.

"Our results in Base Station Subsystems have been significantly
impacted by customer consolidation over the past several
quarters," said Mr. Faison.  "While we believe that our customer
relationships and product technology in this segment will help
deliver sustainable improvement in future quarters, due to the
amount of recorded goodwill, recognizing an impairment loss was
required upon completion of our analysis.  We continue to strive
to generate an adequate return from all of our product lines and
anticipate that the pending transaction with CommScope will
provide further opportunity to continue to rationalize our overall
product portfolio."

                        About Andrew Corp.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Andrew Corp. to 'BB-' from 'BB' and placed the rating on
CreditWatch with negative implications, following announcement
of the merger.


ARMOR HOLDINGS: $4.5 Billion BAE Systems Buyout Deal Completed
--------------------------------------------------------------
BAE Systems completed its acquisition of Armor Holdings Inc. after
receiving all required shareholder and regulatory approvals.  The
company had entered into a definitive merger agreement to acquire
Armor Holdings on May 7, 2007, in a transaction valued at
approximately $4.532 billion.

Under the terms of the merger agreement, Armor Holdings
shareholders will receive $88 for each share of Armor Holdings
common stock held at closing, without interest.

The acquisition of Armor Holdings strengthens BAE Systems'
position in the land systems businesses.  Armor Holdings had sales
in 2006 of approximately $2.361 billion.

"Armor Holdings is a welcome addition to BAE Systems," Mike
Turner, BAE Systems chief executive officer, said.  "Armor
Holdings is a strong business with an excellent track record and a
heritage of innovation and technology.  The integration with BAE
Systems' existing land systems business will strengthen our
ability to provide our military customers with innovative
capabilities, products and services."

Armor Holdings will be integrated into BAE Systems Land and
Armaments, headquartered in Arlington, Virginia.  The combined
business will serve new tactical vehicle requirements, such as the
Family of Medium Tactical Vehicles, the Mine-Resistant Ambush
Protected vehicles, and future prospects such as the Joint Light
Tactical Vehicle.

"BAE Systems and Armor Holdings share a common commitment to the
men and women of the armed forces," Walt Havenstein, president and
CEO of BAE Systems Inc., said.  "Armor Holdings' expertise in
automotive design and lean, high-volume manufacturing technologies
in combination with BAE Systems' expertise in combat vehicle
design, rapid prototyping and survivability systems, will
strengthen our ability to provide the armed forces with tactical
wheeled vehicles with increased survivability."

Armor Holdings' customers will benefit from logistics and support
through integration with BAE Systems' established reset, upgrade
and support capability.   In addition, BAE Systems' marketing
presence will enhance Armor Holdings' ability to offer tactical
wheeled vehicle replacement in overseas markets.

In connection with the completion of the acquisition, Armor
Holdings disclosed that $150 million in aggregate principal
amount, or 100%, of its outstanding 8.25% Senior Subordinated
Notes due 2013, were tendered pursuant to its cash tender offer
and consent solicitation.  Armor Holdings will promptly pay for
all such 8.25% Notes.

The acquisition constitutes a "fundamental change" under the
indenture pursuant to which Armor Holdings' 2% Senior Subordinated
Convertible Notes due 2024 were issued.  As a result, holders who
surrender their Convertible Notes for conversion after the closing
date of the acquisition and on or prior to a date to be fixed by
Armor Holdings, which will be not earlier than Aug. 16, 2007, will
receive the merger consideration on an as-converted basis plus
additional consideration in accordance with the Convertible Notes
indenture.

                         About BAE Systems

Based in United Kingdom, BAE Systems -- http://www.baesystems.com/
-- is a defense and aerospace company, delivering a full range of
products and services for air, land, and naval forces, well as
advanced electronics, information technology solutions, and
customer support services.  The company has 88,000 employees
worldwide.


                      About Armor Holdings Inc.

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


ARMOR HOLDINGS: Completed BAE Deal Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'BB' corporate credit rating, on Armor Holdings Inc.  The
ratings were also removed from CreditWatch, where they were placed
with positive implications on May 7, 2007.
      
"The ratings action follows the announcement that BAE Systems PLC
completed its acquisition of the company and that all rated debt
has been or will soon be repaid," said Standard & Poor's credit
analyst Christopher DeNicolo.  The total transaction was valued at
$4.5 billion.


ARVINMERITOR INC: Posts $70 Million Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
ArvinMeritor Inc. announced on Monday its financial results for
the third quarter ended June 30, 2007.

The company reported a net loss of $70.0 million for the third
quarter of fiscal year 2007, compared with a net income of
$20.0 million for the third quarter of fiscal 2006.

The company posted sales of $1.66 billion, a 4-percent decrease
from sales of $1.73 billion for the the same period last year.  
The primary factor that drove this decrease was the downturn in
the North American Class 8 market, partially offset by strong
Western Europe and Asia Pacific volumes.

Operating income in the third quarter of 2007, before special
items, was $45 million, down 31 percent, compared to $65 million
in the prior year's third quarter.  EBITDA, before special items,
was $85 million, down $16 million from the same period last year,
reflecting lower commercial vehicle sales volume in North America.

Income from continuing operations, excluding special items, was
$18 million, compared to $31 million a year ago.  Special items
primarily included restructuring charges and totaled $22 million
net of related tax benefits.

For the third quarter of fiscal year 2007, ArvinMeritor reported
negative free cash flow of $156 million.  Free cash flow was a
positive $155 million in the third quarter of fiscal year 2006.
The decline in free cash flow reflects increases in working
capital of discontinued operations prior to the sale of the
Emissions Technologies business group, a portion of which will be
recovered in post-closing purchase price adjustments.  Also
contributing to the negative free cash flow was increases in
working capital outside of North America, resulting from the
strong commercial vehicle volumes in Western Europe and Asia
Pacific.

"As we continue to work our way through a challenging operating
environment, we are making solid progress in implementing our
strategic initiatives," said chairman, chief executive officer and
president Chip McClure.  "As a result of the restructuring
activities underway at ArvinMeritor and a focus on improving our
operational performance, our Commercial Vehicle Systems business
maintained respectable margins despite the decline in the North
American heavy truck market, and we saw continued margin
improvement in our Light Vehicle Systems business."

McClure continued, "Also during the quarter, we moved forward with
plans to optimize our manufacturing footprint, announced new
military contracts, and entered into a significant joint venture
with Chery Motors in China.  Although we continue to face the
challenges we anticipated, we are taking the necessary actions to
manage through the rough seas while competitively positioning
ourselves for 2008 and 2009."

         Third-Quarter Performance Plus Accomplishments

ArvinMeritor expects restructuring and cost reductions resulting
from its Performance Plus initiatives to generate $150 million in
savings by 2009.  The company remains on track to achieve that
goal.  Accomplishments this quarter include:

  * Achieved growth in specialty business through contracts with
    International Military and Government LLC, a wholly owned
    subsidiary of International Truck & Engine Corporation, and
    Armor Holdings, which represent 58 percent of the total Mine
    Resistant Ambush Protected Vehicles (MRAP) business awarded to
    date.

  * Entered into significant joint venture with Chery Motors in
    China to produce light vehicle chassis products in Wuhu,
    China, which the company expects to represent $150 million of
    business by 2010 when related door and wheel businesses
    launch.

  * Announced the closure of three plants in Brussels, Belgium;
    Frankfurt, Germany; and St. Thomas, Ontario, Canada.

  * Implementing lean manufacturing across the company to build a
    stronger culture of operational excellence.

            Fourth-Quarter and Full-Year 2007 Outlook

The company now expects sales from continuing operations in fiscal
year 2007 to be in the range of $6.2 to $6.3 billion, up from
$6.0 to $6.2 billion.  This guidance excludes gains or losses on
divestitures, restructuring costs, and other special items,
including potential extended customer shutdowns or production
interruptions.

In addition, free cash flow guidance is being lowered for fiscal
year 2007 to a range of $50 million to $100 million outflow, due
to working capital increases outside of North America driven by
higher commercial vehicle volumes and the use of cash by the
Emissions Technologies business prior to sale.

At June 30, 2007, the company's consolidated balance sheet showed
$4.78 billion in total assets, $3.88 billion in total liabilities,  
$77 million in minority interests, and $823 million in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?21f9

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components serving light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and certain
aftermarkets.  The company employs approximately 19,000 people in
25 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Moody's Investors Service has upgraded ArvinMeritor's senior
secured bank debt rating to Baa3, LGD2, 13% from Ba1, LGD2, 20%
and affirmed the company's Corporate Family Rating of Ba3,
Speculative Grade Liquidity rating of SGL-2, and stable outlook.


ATLANTIS PLASTICS: In Talks with Lenders on Covenant Defaults
-------------------------------------------------------------
Atlantis Plastics Inc. has notified its lenders that it is in
default of certain financial covenants under its secured credit
facility.  The company is working with its lenders to obtain a
waiver of the default and appropriate amendments to the credit
facility.

The company believes it will be successful in its negotiations;
however, in the event the company is unable to negotiate an
appropriate amendment and waiver with its lenders, and the debt is
accelerated, the company would be required to raise additional
funds through the sale of assets, subsidiaries or securities.

There can be no assurance that any of these sources of funds would
be available in amounts sufficient for the company to meet its
obligations or on acceptable terms.

                      About Atlantis Plastic

Headquartered in Atlanta, Georgia, Atlantis Plastics Inc.
(NASDAQ:ATPL) - http://www.atlantisstock.com-- is a manufacturer  
of specialty polyethylene films and molded and extruded plastic
components used in a variety of industrial and consumer
applications.  The company operates through three business
segments, Plastic Films, Injection Molding and Profile Extrusion.

                          *     *     *

Moody's Investor Services assigned Caa1 on Atlantis Plastics
Inc.'s long term corporate family rating and probability of
default rating on June 2007.  The outlook is negative.


BALLY TOTAL: Wants to Access Prepetition Lenders' Cash Collateral
-----------------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
seek authority from the U.S. Southern District of New York in
Manhattan to use the cash collateral securing repayment of their
obligations to their prepetition lenders and to provide the
lenders
with adequate protection in connection with the use of the cash
collateral.

The Debtors also seek permission to use the cash collateral on
an interim basis pending final approval of their request.

Prior to bankruptcy filing, Bally Total borrowed money under an
Amended and Restated Credit Agreement dated Oct. 16, 2006,
arranged
by JPMorgan Chase Bank, N.A., as administrative agent for the
lending parties, and Morgan Stanley Senior Funding Inc., as
syndication agent.  As of bankruptcy filing, the principal amount
of the Debtors' Prepetition Obligations was roughly $284,000,000.

Under a Guarantee and Collateral Agreement, dated November 18,
1997, as amended, the Debtors granted JPMorgan for the benefit of
the Lenders, perfected, valid and enforceable first priority
liens and security interests on substantially all of their assets
to secure their obligations under the Prepetition Credit
Agreement.

According to Don R. Kornstein, Bally's interim chairman and chief
restructuring officer, the company is too highly leveraged.

As of May 31, 2007, the Debtors' total consolidated debt,
excluding trade debt, was more than $812,641,000:

                                       Amount Outstanding
                                       ------------------
   Prepetition Credit Agreement           $284,000,000

   10-1/2% Senior Notes Due 2011          $235,000,000

   9-7/8% Series B Senior Subordinated    $300,000,000
     Notes and 9-7/8% Series D Senior
     Subordinated Notes due 2007

   Various capital leases                   $8,520,000

   Other secured debt                       $6,500,000

For the next 30 days following bankruptcy filing, the Debtors
estimate cash receipts and disbursements, net cash gain or loss,
and obligations and receivables expected to accrue but remain
unpaid, other than professional fees, on a consolidated basis, to
be:

                                        Estimated Amount
                                        ----------------
   Cash Receipts                           $67,551,000
   Cash Disbursements                      $62,873,000
   Net Cash Gain (Loss)                     $4,678,000
   Unpaid Obligations                    $57,538,00030
   Unpaid Receivables                   Not Applicable

The Debtors also expect to incur these expenses during the next
30 days:

                                        Estimated Amount
                                        ----------------
   Payroll to Employees                    $22,200,000

   Payroll to Directors, Officers             $860,000
     Stockholders and Partners

   Financial Consultants
     AlixPartners LLP                         $375,000
     Jefferies & Company                      $205,000
     Deloitte Financial Advisory              $500,000
       Services LLP
     Deloitte Tax LLP                         $250,000
     Tatum, LLC                                $27,300

Mr. Kornstein says the Debtors require access to their cash and
the proceeds of existing accounts receivable to operate their
businesses and preserve their value as going concerns.  Without
immediate access to cash collateral, the Debtors' business
operations would grind to an almost immediate halt, which would
seriously jeopardize, and may destroy, the going concern value of
the Debtors' businesses, Mr. Kornstein explains.  Immediate
access to cash collateral will enable the Debtors to operate in
the ordinary course on a postpetition basis, Mr. Kornstein adds.

Mr. Kornstein notes that the Debtors and JPMorgan have reached an
agreement regarding the Debtors' use of Cash Collateral during
the period from the date of entry of an interim order until the
earliest to occur of:

   (a) September 14, 2007;

   (b) consummation of a refinancing with proceeds sufficient to
       repay the Prepetition Obligations, any unpaid adequate
       protection obligations and any other unpaid amounts owing
       under the Interim Order in full; or

   (c) upon written notice by JPMorgan to the Debtors after the
       occurrence and continuance of any Event of Default.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  (Bally Total Fitness
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


BALLY TOTAL: Inks $292 Mil. DIP Financing Pact with Morgan Stanley
------------------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
ask the U.S. Southern District of New York in Manhattan permission
to obtain postpetition secured financing from Morgan Stanley
Senior
Funding Inc.

Don R. Kornstein, interim chairman and chief restructuring
officer of Bally Total Fitness Holding Corporation, relates that   
the Debtors' reorganization efforts hinge on obtaining access to
postpetition and exit financing.  The Debtors, Mr. Kornstein
explains, require additional additional funds for working capital
necessary to allow them to, among other things, continue
operating their businesses in the ordinary course of business
during the Chapter 11 cases.

"[T]he Debtors must instill their employees, vendors, service
providers and members with confidence in the Debtors' ability to
seamlessly transition their business to chapter 11, operate
normally in that environment and ultimately to reorganize in a
successful and expedient manner," Mr. Kornstein says.

Beginning in June 2007, the Debtors and Morgan Stanley commenced
negotiation of a proposed postpetition facility to be entered into
among Bally Total Fitness Holding, as borrower, the other Debtors,
as guarantors, Morgan Stanley or one of its affiliates, as lead
arranger and sole bookrunner, and as administrative agent and
collateral agent.

Morgan Stanley agreed to arrange a $292,000,000 DIP facility
comprised of a $50,000,000 revolving facility and a $242,000,000
term loan facility.

The Debtors decided to pursue the Morgan Stanley financing
proposal after undertaking a rigorous process under which they
solicited proposals from several well-known financial
institutions.  According to Mr. Kornstein, the Morgan Stanley DIP
Facility was particularly attractive to the Debtors because it
enables them to enter into an exit financing facility upon
consummation of their plan of reorganization in an identical
amount, with identical pricing, with no additional fees
whatsoever.  The revolver under the exit facility would have up
to a five-year term and the term loans up to a six-year term, Mr.  
Kornstein says.

Pursuant to a Superpriority Secured Debtor-in-Possession
Financing Agreement among the parties, the DIP loan proceeds will
be used to:

   (a) repay obligations owed to the Debtors' prepetition secured
       lenders under their $284,000,000 Amended and Restated
       Credit Agreement dated October 16, 2006, with JPMorgan
       Chase Bank, N.A., as administrative agent for the lenders
       party, and Morgan Stanley, as syndication agent; and

   (b) fund the Debtors' working capital and general corporate
       needs in Chapter 11.

The DIP Facility will terminate on the earlier of:

   (i) March 31, 2008;

  (ii) the effective date of a plan of reorganization in the
       Debtors' cases; and

(iii) the date on which the acceleration of the loans and the
       termination of the commitments in accordance with the
       DIP Facility occurs.

The Debtors' obligations under the DIP Facility will be:

   -- entitled to super-priority claim status in the Chapter 11
      cases;

   -- secured by a perfected first priority lien on all
      unencumbered property and assets of the Debtors;

   -- secured by a perfected junior lien on all property and
      assets of the Borrower that are subject to valid and
      perfected liens in existence on the Petition Date; and

   -- secured by perfected senior priming liens on all property
      and assets of the Debtors that secure obligations under the
      Prepetition Credit Facility, senior to the liens securing
      the Prepetition Credit Facility to the extent not repaid,
      and any liens that are junior to those liens.

The DIP Liens, however, are subject to a carve-out for:

   (a) United States Trustee fees payable pursuant to 28 U.S.C.
       Section 1930;

   (b) fees of the Clerk of the Bankruptcy Court;

   (c) fees of a Chapter 7 trustee of up to $350,000 if a
       chapter 7 trustee is appointed; and

   (d) the payment of allowed and unpaid professional fees and
       disbursements incurred by the Debtors, the ad hoc
       committee of prepetition senior noteholders and
       prepetition senior subordinated noteholders, and any
       statutory committees appointed in the Chapter 11 cases.

Advances outstanding under the Revolving Credit Facility will
bear interest, at the Borrower's option, at either (a) the Base
Rate plus 100 basis points per annum or (b) at the LIBOR Rate
plus 200 basis points per annum.

Advances outstanding under the Term Loan Facility will bear
interest, at the Borrower's option, at either (a) the Base Rate
plus 325 basis points per annum or (b) at the LIBOR Rate plus 425
basis points per annum.  The Term Loan Facility will also be
subject to original issue discount of 1.5% -- that is, in
addition to the interest and fees and the fees set forth in a Fee
Letter, $3,630,000 of the proceeds of the Term Loan Facility will
be paid to the Lenders.

The Debtors also seek the Court's permission to pay a variety of
fees to Morgan Stanley:

   1. a letter of credit fee under the Revolving Credit Facility
      payable quarterly at a rate of 200 basis points per annum
      times the amount of all outstanding letters of credit,
      minus a fronting fee;

   2. a letter of credit issuance fee -- plus bank issuance
      charges -- equal to 25 basis points of the face amount of
      all letters of credit;

   3. an Unused Revolving Credit Facility Fee of 0.50% times an
      amount equal to the difference between (a) $50,000,000 and
      (b) the sum of the amount of outstanding advances plus
      letters of credit issued under the Revolving Credit
      Facility;

   4. additional fees set forth in a Fee Letter dated June 29,
      2007, which is filed with the Court under seal.

During the continuance of an Event of Default, all obligations
will bear interest at the otherwise applicable rate plus 200
basis points per annum.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  (Bally Total Fitness
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


BALTIMORE MAYOR: S&P Holds BB Rating on $53.44MM S. 2006B Bonds
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' rating on
Baltimore Mayor and City Council, Maryland's $247.5 million
convention center hotel senior revenue series 2006A bonds and its
'BB' rating on the council's $53.44 million convention center
hotel subordinate revenue series 2006B bonds.  The senior bonds
are insured by XL Capital Assurance with a 'AAA' rating.  The
council issued the bonds for the Baltimore Hotel Corp.  The
outlook is stable.
     
The ratings on the bonds reflect the near- and long-term risks
associated with a start-up hotel, which are slightly mitigated by
the city's $7 million annual back-up pledge of city hotel taxes.  
Bond proceeds are being used to build the hotel, which is
projected to open in August 2008.
     
The stable outlook is based on the hotel's ability to open on time
and within budget and to attain its projected financial
performance.


BEAR STEARNS: Chapter 15 Petition Summary
-----------------------------------------
Petitioner: Simon Lovell Clayton Whicker
            Kristen Beighton

Debtor: Bear Stearns High-Grade Structured Credits
        Strategies Enhanced Leverage Master Fund, Ltd.
        c/o Walkers SPV Limited
        P.O. Box 908GT
        87 Mary Street
        George Town
        Grand Cayman, Cayman Islands

Case No.: 07-12384

Type of Business: The Debtor is an open-ended investment company
                  which sought high income and capital
                  appreciation relative to the London Interbank
                  Offered Rate, and was designed for long-term
                  investors.

Chapter 15 Petition Date: July 31, 2007

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Petitioners' Counsel: Fred S. Hodara, Esq.
                      Akin, Gump, Strauss, Hauer & Feld, LLP
                      590 Madison Avenue
                      New York, NY 10022
                      Tel: (212) 872-1000
                      Fax: (212) 872-1002

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million


BEST MANUFACTURING: Trustee Hires LogiServe as Collection Agent
---------------------------------------------------------------
The Honorable Donald H. Steckroth of the United States Bankruptcy
Court for the District of New Jersey gave Stacey L. Meisel, the
Chapter 7 trustee for Best Manufacturing Group LLC and its debtor-
affiliates' bankruptcy cases, permission to employ LogiServe Inc.
as her collection agent.

LogiServe is expected to assist in the recovery of freight
incentives from various carries, among others, including: R&L
Carries, Estes Express, Yellow Freight, New Penn Motor Express,
SAIA, and Southern Freight Lines.

On a contingency fee, the firm will receive:

   i. 10% of money recovered from R&L Carries; and

  ii. 50% of money recovered from all other carries.

Tom Beck, president of the firm, assures the Court that his firm
does not hold any interest adverse to the Debtors' estate and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

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

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

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


BROOKLYN HOSPITAL: Files Amended Disclosure Statement in New York
-----------------------------------------------------------------
Brookly Hospital Center and its debtor-affiliate, Caledonian
Health Center Inc., filed with the United States Bankruptcy
Court for the Eastern District of New York an Amended Disclosure
Statement explaining their Amended Chapter 11 Plan of
Reorganization.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full.

Priority Non-Tax Claims will also be paid in full, in cash,
after the effective date of the Plan.

At the Debtors' absolute discretion, Dormitory Authority of the
State of New York 1998 and 1999 Secured Claims will receive cash,
in full, equal to the allowed amount of those claims.  Otherwise,
the Debtors will reinstate DASNY's secured claims.

On the Effective Date, each holders of Other Secured Claim will
be treated in this manner:

    i. The Plan will leave unaltered the legal, equitable
       and contractual rights to which the claim entitles the
       holder;

   ii. The Debtors will surrender all collateral securing on
       that claim.

  iii. The claims will be reinstated.

Each holders of General Unsecured Claims will receive a pro
rata share.

Limited Insurance MedMal Claims will also receive a pro rata
share.

Holders of Full Insurance MedMal Claims will receive cash, solely
from the proceeds of the insurance policies issued to the Debtors
under the CCC program.

Intercompany Claims against the Debtors will receive any
distribution under the Plan.

Headquartered in Brooklyn, New York, The Brooklyn Hospital
Center -- http://www.tbh.org/-- provides a variety of inpatient  
and outpatient services and education programs to improve
the well being of its community.  The Debtor, together with
Caledonian Health Center, Inc., filed for chapter 11 protection on
Sept. 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M.
Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
Glenn B. Rice, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., represents the Official Committee of Unsecured Creditors.
Mark Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.

On July 20, 2007, the Court extended the Debtors' exclusive plan
filing until Nov. 22, 2007.


CALIFORNIA STEEL: Earns $8.2 Million for Second Quarter 2007
------------------------------------------------------------
California Steel Industries Inc. reported second quarter results
for the quarter ended June 30, 2007.

Net income of $8.2 million is lower than second quarter 2006's net
income of $36.3 million, and higher than first quarter 2007 net
income of $1.3 million.  EBITDA for the quarter was $24.4 million,
compared with 2006's second quarter results of $68.8 million.

Sales for the period totaled $335.8 million, resulting in net
income of $8.2 million.

Year-to-date, sales revenues totaled $650.5 million, compared with
$667.1 million in 2006.  Net income is $9.5 million versus
$66.6 million in 2006.  EBITDA is $37.1 million, compared with
2006's $128.9 million.

CSI shipped 443,332 net tons of steel products, a 16% decrease
compared to the second quarter of 2006, and a 2% increase over
first quarter 2007.

Net sales are 4% lower than second quarter 2006, although about 7%
higher than first quarter 2007.  Average sales prices in second
quarter 2007 were 9% higher than the same period in 2006, and
about 3% higher than first quarter 2007.

"While we are pleased to report a profitable quarter for CSI, our
market is faced with lower than usual demand, which is placing
downward pressure on flat rolled sales prices," said Masakazu
Kurushima, President and CEO.  "Conversely, worldwide demand for
slab is driving those prices upward, placing pressure on our
margins."

"However," he added, "sales of electric resistance welded pipe
remain strong, both in tonnage and average prices."

The company reported total assets of $666.6 million, total
liabilities of $328.8 million, and total stockholders' equity of
$337.8 million as of June 30, 2007.

Full-text copies of the company's financials are available for
free at http://ResearchArchives.com/t/s?21fc

                    About California Steel

Headquartered in Fontana, Calif., California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                       *     *     *

As of August 1, 2007, the company holds Moody's Ba2 long-term
corporate family rating and probability of default rating.  The
company's senior unsecured debt is rated at Ba3.  The outlook is
stable.

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at BB-.  The outlook is stable.


CALPINE CORP: Ct. OKs Sale of Ownership in Acadia Power for $189MM
------------------------------------------------------------------
Calpine Corporation has received approval from the U.S. Bankruptcy
Court, Southern District of New York for a sale of the company's
50% ownership interest in Acadia Power Partners, LLC, the owner of
the Acadia Energy Center, to Cajun Gas Energy, L.L.C., an
affiliate of pooled investment funds managed by King Street
Capital Management, L.L.C., for approximately $189 million,
representing an additional $44 million dollars over the stalking
horse bid.  The sale price includes the payment of $85 million in
priority distributions due to Acadia Power Holdings, LLC in
accordance with the limited liability company agreement of Acadia
Power Partners.  The company expects to close the transaction,
pending certain regulatory approvals, in the third quarter of
2007.

"The sale of Calpine's interest in Acadia, a non-strategic asset,
represents another significant step in the company's effort to
maximize value for our stakeholders," Robert P. May, Calpine Chief
Executive Officer, stated.  "We continue to make progress in our
efforts to divest of non-core assets and to emerge from Chapter 11
as a stronger, more competitive power company operating a fleet of
electric power plants that is among the cleanest in the nation."

Acadia Energy Center is a 1,160-MW natural gas-fired facility
located near Eunice, Louisiana, equally owned by Acadia Power
Holdings, LLC and Calpine Acadia Holdings, LLC.  Electricity
generated by the Acadia Energy Center is sold into the Southwest
Power Pool and the Southeastern Electric Reliability Council.  
Cleco originally offered to purchase Calpine's interest in Acadia
Power Partners, LLC for $145 million, and Cleco entered into a
settlement and release agreement whereby Cleco waived certain of
its rights under the limited liability company agreement,
including the buy-out right.  In accordance with bidding
procedures approved by the Bankruptcy Court, Calpine held an
auction on July 30, 2007 to allow other potential buyers to bid on
the asset.  At the conclusion of this auction, Cajun Gas Energy,
L.L.C. was selected as the winning bidder.  Proceeds from the sale
will be used to reduce Calpine's debt and enhance liquidity.

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.


COMMUNITY HEALTH: Earns $53.8 Million in Quarter Ended June 30
--------------------------------------------------------------
Community Health Systems Inc. reported net operating revenues for
the quarter ended June 30, 2007, of $1.2 billion, a 17.7% increase
compared with net operating revenues for the same period last
year.  Net income increased 2.7% to $53.8 million for the quarter
ended June 30, 2007, compared with $52.4 million for the same
period last year.

Cash provided by operating activities for the second quarter of
2007 was $95.6 million, compared with $116.2 million for the same
period last year.

The consolidated financial results for the quarter ended June 30,
2007, reflect a 10.9% increase in total admissions compared with
the same period last year.  This increase is attributable to
hospitals acquired during 2007 and 2006.  On a same-store basis,
admissions decreased 0.2% and adjusted admissions decreased 0.4%,
compared with the same period last year.  On a same-store basis,
net operating revenues increased 4.5%, compared with the same
period last year.

Net operating revenues for the six months ended June 30, 2007,
totaled $2.453 billion, a 17.5% increase compared with
$2.1 billion for the same period last year.  Net income decreased
1.4% to $108.1 million compared with $109.6 million for the same
period last year.

The consolidated financial results for the six months ended
June 30, 2007, reflect an 11.8% increase in total admissions
compared with the same period last year.  This increase is
primarily attributable to hospitals acquired during 2007 and 2006.
On a same-store basis, admissions increased 0.4% and adjusted
admissions increased 0.4%, compared with the same period last
year.  On a same-store basis, net operating revenues increased
5.3%, compared with the same period last year.

The company's balance sheet as of June 30, 2007, reflected total
assets of $4.8 billion, total liabilities of $2.9 billion, and
total stockholders' equity of $1.9 billion.

"Community Health Systems delivered a solid financial and
operating performance for the second quarter of 2007," said Wayne
T. Smith, chairman, president and chief executive officer of
Community Health Systems Inc.  "These results reflect consistent
execution of our centralized and standardized operating strategy
and our ongoing focus on quality care.  This strategy has enabled
us to continue to be successful in meeting our objectives in a
challenging, constantly evolving healthcare environment."

                  Acquisition of Triad Hospitals

On July 25, 2007, the company completed its acquisition of Triad
Hospitals Inc.  Pursuant to the merger agreement under which the
acquisition was completed, shareholders of Triad received $54 in
cash per share of common stock, or approximately $7 billion in the
aggregate, including the assumption of approximately $1.7 billion
of existing indebtedness of Triad.  Triad stock ceased to trade on
the New York Stock Exchange effective at the close of business on
July 25, 2007.

In connection with the consummation of the merger, the Company
obtained about $7.2 billion of senior secured financing under a
new credit facility and its wholly-owned subsidiary, CHS/Community
Health Systems, Inc. issued about $3 billion aggregate principal
amount of 8.875% senior notes due 2015 at the closing of the
merger.  The company used the net proceeds of $3 billion from the
notes offering and the net proceeds from about $6 billion of term
loan under the new credit facility to pay the consideration under
the merger agreement, to repay certain of its indebtedness and
indebtedness of Triad, to complete certain related transactions,
to pay certain costs and expenses of the transactions and for
general corporate uses.  A $750 million revolving credit facility
and a $400 million delayed draw term loan facility is available to
the company for working capital and general corporate purposes
under the new credit facility.  The revolving credit facility will
include a subfacility for letters of credit and a swingline
subfacility.

"We are very pleased to complete the acquisition of Triad
Hospitals Inc.," added Smith.  "This transaction marks a
significant milestone for the Company, establishing in our view
Community Health Systems as the leading publicly traded hospital
management company in the United States, with the expertise and
scale inherent in this position.  We believe this merger
represents a significant growth opportunity as we begin to focus

on the incremental value of the newly acquired assets.  We are
very excited about our ability to further expand our reach and
geographic scope and look forward to the successful integration of
the Triad operations."

                        Other Acquisitions

Effective April 1, 2007, the company completed the acquisition of
Lincoln General Hospital, a 157 bed acute care hospital in Ruston,
Louisiana.  Ruston is approximately 70 miles east of Shreveport,
Louisiana, and is home to both Louisiana Tech University and
Grambling State University.

Effective May 1, 2007, the company completed the acquisition of
Porter Memorial Hospital, a 301 bed acute care hospital located in
Valparaiso, Indiana.  Hospital campuses are located in Valparaiso
and Portage, Indiana, and outpatient medical campuses in
Chesterton, Dermotte and Hebron, Indiana. Valparaiso is the county
seat of Porter County, and is located 40 miles southeast of
Chicago, Illinois, and 40 miles west of South Bend, Indiana.

                      About Community Health

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems Inc. (NYSE: CYH) -- http://www.chs.net/-- operates
general acute care hospitals in non-urban communities throughout
the United States.  Through its subsidiaries, the company
currently owns, leases or operates 80 hospitals in 23 states.
Its hospitals offer inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Brentwood, Tennessee-based Community Health Systems Inc.  The
corporate credit rating was lowered to 'B+' from 'BB-'.  The
ratings were removed from CreditWatch, where they were placed with
negative implications on March 20, 2007, following the
announcement that the company had entered into a definitive
agreement to acquire Triad Hospitals Inc.; the transaction is
valued at about $6.8 billion.  The rating outlook is stable.


COMMUNITY HEALTH: Completes $300MM Tender Offer of 6-1/2% Notes
---------------------------------------------------------------
Community Health Systems Inc. has completed its tender offer for
any and all of its $300,000,000 outstanding aggregate principal
amount of 6-1/2% Senior Subordinated Notes due 2012 and related
consent solicitation.

The company also completed the tender offer for any and all of
the:

   1) $600,000,000 outstanding aggregate principal amount of the
      7% Senior Notes due 2012 of Triad Healthcare Corporation fka
      Triad Hospitals Inc.; and

   2) $600,000,000 outstanding aggregate principal amount of
      Triad's 7% Senior Subordinated Notes due 2013 and the
      related consent solicitations.

A total of (i)$299,996,000 in aggregate principal amount of CHS
Notes, (ii) $599,920,000 in aggregate principal amount of Triad
2012 Notes and (iii) $599,321,000 in aggregate principal amount of
Triad 2013 Notes were tendered prior to the expiration date of
midnight, New York City time, on July 30, 2007.

The company has accepted for purchase all CHS Notes tendered
pursuant to the tender offer and consent solicitation, resulting
in a total payment of $315 million, including approximately
$2 million in accrued and unpaid interest, to holders of the CHS
Notes.  

Triad has accepted for purchase all Triad Notes tendered pursuant
to the tender offers and consent solicitations, resulting in total
payments of (i) $635 million, including approximately
$8 million in accrued and unpaid interest, to holders of the Triad
2012 Notes and (ii) $638 million, including approximately
$8 million in accrued and unpaid interest, to holders of the Triad
2013 Notes.

On July 24, 2007, the company executed the supplemental indenture
effecting certain amendments to the indenture governing the CHS
Notes and Triad executed the supplemental indentures effecting
certain amendments to the indentures governing the Triad Notes.
The amendments modified or eliminated substantially all of the
restrictive covenants and eliminated certain events of default
contained in the indentures.

The company has retained Credit Suisse Securities (USA) LLC and
Wachovia Securities to act as Dealer Managers in connection with
the Offer.  Questions about the tender offer and consent
solicitation may be directed to Credit Suisse at (212) 325-7596
(collect) or Wachovia Securities at (866) 309-6316 (toll free) or
(704) 715-8341 (collect).

                       About Community Health

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems Inc. (NYSE: CYH) -- http://www.chs.net/-- operates
general acute care hospitals in non-urban communities throughout
the United States.  Through its subsidiaries, the company
currently owns, leases or operates 80 hospitals in 23 states.
Its hospitals offer inpatient medical and surgical services,
outpatient treatment and skilled nursing care.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Community Health Systems Inc.  The corporate credit rating was
lowered to 'B+' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
March 20, 2007, following the announcement that the company had
entered into a definitive agreement to acquire Triad Hospitals
Inc.; the transaction is valued at about $6.8 billion.  The rating
outlook is stable.


COMPASS MINERALS: June 30 Balance Sheet Upside-Down by $48.8 Mil.
-----------------------------------------------------------------
Compass Minerals International Inc.'s balance sheet at June 30,
2007, showed $674.4 million in total assets and $723.2 million in
total liabilities, resulting in a $48.8 million total
stockholders' deficit.

Compass Minerals reported these results for its second quarter
ended June 30, 2007:

    * Revenues increased 18% over the prior-year quarter to  
      $127.5 million, reflecting growth in all operating segments.

    * Operating earnings improved 33% year over year to
      $9.6 million.

    * The company's net loss for the quarter was $3.2 million,
      compared to a loss of $2.1 million, in the second quarter of
      2006.  The year-over-year change was primarily driven by a
      decrease in tax benefit and changes in other income.  
      The company typically posts losses in the second quarter of
      the year as it builds its deicing salt inventory for the
      coming winter season.

    * Cash flows from operations improved $46.8 million in the
      second quarter when compared to the prior-year second
      quarter, bringing total cash flow from operations to
      $110 million through June 30, 2007, compared to
      $95.4 million in the comparable prior-year period.

    * The company voluntarily made a $10 million early principal
      payment on its term loan.

Working capital, excluding cash, declined $49.9 million from
Dec. 31, 2006, primarily reflecting cash collected on seasonal
sales.

Total debt declined from $585.5 million at Dec. 31, 2006, to
$564.6 million at June 30.  The debt reduction includes nearly
$20 million of voluntary principal payments on the company's pre-
payable term loan and repayment of the balance that was
outstanding on its revolving credit facility at December 31,
partially offset by accretion on the company's discount notes.
Debt net of cash was reduced from $578.1 million at December 31,
2006, to $533.3 million at June 30, 2007.

"Price improvements, particularly in our consumer and industrial
product lines, together with more-robust sales volumes of highway
deicing salt and specialty fertilizers, drove solid gains in the
quarter," said Angelo Brisimitzakis, Compass Minerals' president
and chief executive officer.  "Our results, including the growth
in revenue, increase in operating earnings, and improvement in our
cash flow from operations, clearly demonstrate the benefits of our
persistent focus on improving our margins and strengthening our
portfolio of products and services."

                      About Compass Minerals

Based in the Kansas City metropolitan area, Compass Minerals
International Inc. (NYSE: CMP) -- http://www.compassminerals.com/
-- is a leading producer of inorganic minerals, including salt,
sulfate of potash specialty fertilizer and magnesium chloride.
The company provides highway deicing salt to customers in North
America and the United Kingdom, and produces and distributes
consumer deicing and water conditioning products, ingredients used
in consumer and commercial foods, specialty fertilizers, and
products used in agriculture and other consumer and industrial
applications.  Compass Minerals also provides records management
services to businesses throughout the U.K.


CONEXANT SYSTEMS: S&P Downgrades Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Conexant Systems Inc to 'B-' from 'B', and its senior
secured debt rating to 'B+' from 'BB-', based on recent
unfavorable operating trends.  The outlook is stable.
     
Conexant's sales decline over the past two quarters, down about
28% from the year-earlier period, stemmed from fundamental
weakness in its Media Broadband operating unit.  Sales in that
segment are about half the peak achieved in December, because of
the termination of a sizable contract combined with program delays
for set top boxes that incorporate Conexant's products.  Recovery
in this segment is expected to be slow as the company modifies its
technology offering and replaces lost revenue.  The company's
remaining two operating segments are flat to modestly down,
reflecting average selling price pressures.  The lower sales
volume has resulted in negative EBITDA and cash flow for the last
two quarters and is expected to continue for the near term.
      
"The ratings reflect volatile and competitive industry conditions,
the mature nature of its core modem business, and a reliance on
asset sales to retire debt," said Standard & Poor's credit analyst
Lucy Patricola.  These factors are offset by a good position in
its key dial-up modem market.  Newport Beach, California-based
Conexant supplies semiconductors used in dial-up modems, set-top
boxes, broadband access supporting DSL connectivity, and wireless
networking.
     
The company's three primary markets are highly competitive and
experience price erosion upon inventory accumulation, decline in
demand, or lagging technology.  The company's Universal/Voice
Access business segment, comprised of chips used for dial-up
modems found in desktop PCs, laptops, fax machines, and point-of-
sale devices, is viewed as the most stable because of its strong
market shares and established technology.  Still, the market is
mature and will likely decline over time.  The balance of the
portfolio is more vulnerable to technology leadership, requiring a
significant investment in research and development, about 38% of
revenues in the last quarter, until the company can establish
scale.
     
The company's commitment to maintaining research and development
has resulted in high operating leverage and marginal
profitability.  Earnings volatility has been significant and peak
EBITDA margin, generated in the year-earlier quarter, of about 12%
was well below fabless peers.  The company continues to pursue
small restructuring actions, but meaningful progress on reducing
its breakeven level has not materialized.
     
The company's cash balances provide a key element of ratings
support, funding negative cash flows until revenues recover or
costs are reduced.  The outlook could be lowered if negative cash
flows escalate, resulting from further revenue declines.  The
rating could be at risk if liquidity is substantially reduced by
negative free cash flow.  While a longer term prospect, the
outlook could be revised to positive once operating leverage is
reduced, leading to positive margins and less volatility.


COUNTERPATH SOLUTIONS: BDO Dunwoody Raises Going Concern Doubt
--------------------------------------------------------------
BDO Dunwoody LLP of Vancouver, British Columbia expressed
substantial doubt about Counterpath Solutions, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended April 30,
2007.  The auditing firm pointed to the company's accumulated
deficit and net loss.

The company posted a $3,364,651 net loss on $5,724,941 of total
revenues for the year ended April 30, 2007, as compared with a
$1,471,564 net loss on $4,619,179 of total revenues in the prior
year.

At April 30, 2007, the company's balance sheet showed $4,111,581
in total assets and $5,206,302 in total liabilities, resulting in
a $1,094,721 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?21f4

                   About Counterpath Solutions

Based in Vancouver, British Columbia, Counterpath Solutions Inc.
(OTCBB: CTPS.OB) -- http://www.counterpath.com/-- designs and  
develops multimedia application software.  Software applications
are based on session initiation protocol (SIP), which is the
recognized standard for interactive end points that involve
multimedia elements such as voice, video, instant messaging,
presence, online games and virtual reality.


CSG SYSTEMS: Inks $39 Million Merger Deal with Prairie Voice
------------------------------------------------------------
CSG Systems International Inc. has reached a definitive agreement
to acquire Prairie Voice Services Inc. Services for approximately
$39 million, net of cash acquired, to be paid in cash upon closing
of the transaction.  Closing is anticipated to be mid-August,
subject to the satisfaction of customary closing conditions.

In addition, the merger agreement provides for contingent payments
of up to $6 million through the end of 2009 upon the achievement
of certain predetermined operating criteria.

CSG expects the acquisition of Prairie Voice Services will add
approximately $7 to $8 million of revenue for the remainder of
2007, assuming a mid-August closing.  CSG expects to incur certain
acquisition-related charges and ongoing amortization of intangible
assets related to this acquisition in 2007.

Excluding the impacts of these acquisition-related charges, CSG
does not expect this acquisition will have a material impact on
its overall results of operations for the full year 2007.

This acquisition is expected to extend CSG's suite of products and
solutions that help its clients maximize the value of their
interactions with their customers.  Prairie Voice Services
provides inbound and outbound automated voice, text/SMS, email and
fax messaging services to manage workforce communications,
collections, lead generation, automated order capture, service
outage notifications and other key business functions.

These capabilities will further assist CSG's clients in offering
exceptional customer service, while also improving customer
retention and reducing costs.  In addition, Prairie Voice Services
provides embedded recording solutions that allow clients to
digitally capture, archive, transcribe and replay voice
conversations.

Prairie Voice Services has been a strategic partner of CSG since
2005, when the companies introduced an automated appointment
verification solution to improve the efficiency of field  
technicians.

This offering integrates the innovative voice capabilities of the
Prairie Voice Services Field Service Appointment Verification
solution with CSG Workforce Express, a solution that addresses one
of the most costly and complex aspects of a cable or satellite  
service provider's business -- getting the right technician to the
right job at the right time.

The combined offering brings immediate value to broadband
operators and their subscribers by minimizing no-show service
appointments and reducing the associated costs of callbacks for
missed appointments.

"This acquisition is the culmination of a successful partnership
between two industry leaders," Peter Kalan, executive vice
president of corporate development and business development at
CSG, said.  "In addition to expanding the breadth and depth of
methods our clients can use to interact with consumers, this
acquisition extends our reach into industry verticals such as
financial services, telecommunications, direct response and
contact centers."

"We are excited to build upon the foundation of our existing
partnership," Tom Nichting, Prairie Voice Services' president and
chief executive officer, said.  "Through this acquisition, we
expect to bring additional value to CSG's clients by strategically  
augmenting current customer touch points with interactive
messaging solutions."

                 About Prairie Voice Services Inc.

Headquartered in Omaha, Nebraska, Prairie Voice Services Inc. -
http://www.prairiev.com/-- provides automated call processing  
solutions along with substantial unified communications
capabilities.  The company delivers interactive voice applications  
that manage workforce communications, collections, critical
communications, lead generation, automated order entry and other
key business functions.  Clients include a number of Fortune  
500 companies, with emphasis in the financial services,
telecommunications, transportation, direct response and contact
center business sectors.  The company's consultative approach  
results in applications designed specifically to meet each
client's individual business objectives.  Founded in 1990, Prairie
Voice employs approximately 60 people.

                         About CSG Systems

Headquartered in Englewood, Colorado, CSG Systems International
(NASDAQ: CSGS) - http://www.csgsystems.com/-- provides outsourced  
billing, customer care and print and mail solutions and services
supporting the North American cable and direct broadcast satellite
markets.  CSG's combination of solutions, services and expertise
ensure that cable and satellite operators can continue to rapidly
launch new service offerings, improve operational efficiencies and
deliver a high-quality customer experience in a competitive and
ever-changing marketplace.

                          *     *     *

As reported in the Troubled Company Reporter June 1, 2004,
Standard & Poor's Ratings Services said that it assigned
its 'B' rating to Englewood, Colo.-based CSG Systems Inc.'s
$200 million senior subordinated convertible contingent debt
securities.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating with a stable outlook.  The proceeds of this issue,
along with a portion of cash on the balance sheet, will be used to
refinance approximately $199 million in senior secured bank debt
and to repurchase up to $40 million of CSG's common stock.

"The ratings reflect the company's concentrated customer base in a
highly competitive market, partially offset by CSG's recurring
revenue base and moderate, but predictable, earnings and cash
flow," said Standard & Poor's credit analyst Ben Bubeck.


DCMH ACQUISITION2: Moody's Places Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
DCMH Acquisition2, Inc. which is the acquisition vehicle being
used to acquire Managed Health Care Associates, Inc. by Diamond
Castle Holdings, LLC.

Concurrently, Moody's assigned a B3 probability of default rating,
ratings on the proposed credit facilities and a stable ratings
outlook.  Proceeds from the proposed credit facilities will be
used to finance the acquisition and general corporate purposes.
This is the first time Moody's is rating the debt of MHA, a Group
Purchasing Organization for the Long Term Care pharmacy market.

The B3 Corporate Family Rating is a function of MHA's very small
size relative to the Moody's rated universe, the substantial
amount of total unadjusted debt at roughly $250 million and the
significant interest expense relative to cash flow.  The rating
also reflects the very high financial leverage with pro forma debt
to EBITDA approaching 9 times using Moody's standard adjustments.

The ratings acknowledge the risks inherent in the industry
including significant vendor concentrations, as well as exposure
to certain branded drugs that have patent expirations over the
intermediate term.  In Moody's opinion, organic growth
expectations are relatively modest throughout the intermediate
term.

While acknowledging MHA's strong operating margins, low capital
expenditure requirements and minimal working capital needs, the
Corporate Family Rating express the company's weak credit metrics.
The rating does recognize the strength of the company's pipeline
of new business over the ratings horizon.  Moody's expects that
liquidity should be adequate over the near term with an
expectation of positive free cash flow - albeit modest.  Liquidity
should further benefit from anticipated access to the proposed
$15 million revolver which Moody's expects would be used
principally for cash management.

The stable ratings outlook reflect some tolerance for minimal
adverse fluctuations in credit metrics.  The stability of the
ratings is contingent upon no material debt financed acquisitions
or any other significant use of cash outside of debt reduction.  
If MHA's operating performance is lower than expected, ratings
could be downgraded.

These ratings were assigned:

-- B3 Corporate Family Rating;

-- B3 Probability of Default Rating;

-- B1 (LGD2/29%) rating on a proposed $15 million Senior Secured
    Revolver due 2013;

-- B1 (LGD2/29%) rating on a proposed $155 million Senior Secured
    Term Loan B due 2014; and

-- Caa2 (LGD5/83%) rating on a proposed $95 million Second Lien
    Term Loan due 2015.

The ratings are subject to the review of final documentation.

Headquartered in Florham Park, New Jersey, Managed Health Care
Associates, Inc. is a leading provider of contract purchasing
services to long-term care pharmacies and also offers a variety of
services to pharmaceutical manufacturers selling to the LTC
industry, including contract administration, marketing and
continuing education.


DELPHINUS CDO: Moody's Assigns Low-B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Delphinus CDO 2007-1, Ltd:

-- Aaa to the $640,000,000 Super Senior Swap dated as of
    July 19,2007;

-- Aaa to the $73,500,000 Class A-1A Senior Floating Rate Notes
    Due October 2047;

-- Aaa to the $86,500,000 Class A-1B Senior Floating Rate Notes
    Due October 2047;

-- Aaa to the $160,000,000 Class A-1C Senior Floating Rate Notes
    Due October 2047;

-- Aaa to the $27,000,000 Class S Senior Floating Rate Notes Due
    October 2012;

-- Aaa to the $144,500,000 Class A-2 Senior Floating Rate Notes
    Due October 2047;

-- Aaa to the $138,500,000 Class A-3 Senior Floating Rate Notes
    Due October 2047;

-- Aa2 to the $131,000,000 Class B Senior Floating Rate Notes Due
    October 2047;

-- A2 to the $77,500,000 Class C Mezzanine Floating Rate
    Deferrable Notes Due October 2047;

-- Baa1 to the $48,000,000 Class D-1 Mezzanine Floating Rate
    Deferrable Notes Due October 2047;

-- Baa3 to the $30,500,000 Class D-2 Mezzanine Floating Rate
    Deferrable Notes Due October 2047;

-- Ba3 to the $15,000,000 Class D-3 Mezzanine Floating Rate
    Deferrable Notes Due October 2047; and

-- Ba3 to the $15,000,000 Class E Mezzanine Floating Rate
    Deferrable Notes Due October 2047.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio - consisting of RMBS Securities,
CMBS Securities and ABS Securities - due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Delaware Asset Advisers will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


DIXIE GROUP: Earns $2.4 Million in Quarter Ended June 30
--------------------------------------------------------
The Dixie Group, Inc. reported financial results for the second
quarter and six months ended June 30, 2007.  For the second
quarter of 2007, net income was $2,438,000, compared with net
income of $944,000 for the second quarter of 2006.

For the second quarter of 2007, income from continuing operations
was $2,556,000, compared with income from continuing operations of
$1,028,000 for the second quarter of 2006.  Sales for the second
quarter of 2007 were $84,403,000, down 4% from sales of
$88,046,000 in the year-earlier quarter.

For the first six months of fiscal 2007, net income was
$2,609,000, compared with net income of $1,779,000 for the second
quarter of 2006.

For the first six months of fiscal 2007, income from continuing
operations was $2,793,000, compared with income from continuing
operations of $1,953,000 for the first half of 2006.  Sales for
the first six months of 2007 were $158,893,000, down 5% from sales
of $167,219,000 in the prior-year period.

During the second quarter of 2006, the company terminated a legacy
defined benefit pension plan.  Expenses related to the pension
plan termination reduced income from continuing operations by
$2,057,000 after-tax for the second quarter and first six months
of fiscal 2006.

"Our second quarter results reflected a 5% decline in sales of
carpet products, compared with the year earlier period; however,
our sales continued to outperform the carpet industry, where sales
were off almost 8%," Daniel K. Frierson, chairman and chief
executive officer, said.

"Despite lower revenue and higher raw material costs, our gross
margins as a percentage of net sales were 31.1%, the highest we
have achieved since the second quarter of 2005.  We attribute the
gross margin improvement to a better product mix, improved
production quality and manufacturing efficiencies.  Raw material
costs increased in early June of this year, and we raised our
selling prices to recoup this higher cost.  We expect the effect
of higher selling prices will be felt during the third and fourth
quarters of this year.

"Sales of our new modular/carpet tile products continue to be well
received in the marketplace. Although sales of these products grew
over 35% from the first quarter of 2007, this level was below our
expectations.  Our order entry experience makes us optimistic that
growth rates will accelerate as the year progresses.  The negative
impact of this start-up operation on our second quarter results
was approximately $300,000.  We continue to believe this new
business will begin to make a positive contribution to our
operating results before the end of the year.

The loss from discontinued operations was $118,000 for the second
quarter of 2007, compared with a loss of $84,000 for the second
quarter of 2006.  For the first six months of 2007, the loss from
discontinued operations was $184,000, compared with a loss of
$174,000 in the year-earlier period.

                    About The Dixie Group Inc.

The Dixie Group Inc. (NASDAQ:DXYN) -- http://thedixiegroup.com/--     
sells and makes carpets and rugs to higher-end residential and
commercial customers through the Fabrica International, Masland
Carpets, and Dixie Home brands.

                          *     *     *

Dixie Group's subordinated debt and probability of default carry
Moody's B3 and B1 ratings respectively, while its long-term
foreign and local corporate credits carry Standard & Poor's B+
rating.


DYNCORP INT'L: Earns $12.3 Million in First Quarter Ended June 29
-----------------------------------------------------------------
DynCorp International Inc. had net income of $12.3 million for the
first quarter ended June 29, 2007, as compared with net loss of
$617,000 for the first quarter ended June 30, 2006.

Revenue for the first quarter of fiscal 2008 was $548.7 million, a
2% increase over revenue of $537.7 million for the first quarter
of fiscal 2007.  Revenue for the Government Services segment,
which represented 65% of Company revenue in the first quarter,
decreased to $358 million for the first quarter of fiscal 2008,
down $0.9 million or 0.3% from the comparable period in fiscal
2007.  GS revenue was impacted by task order losses under the
Worldwide Personal Protective Services program and completion of
construction projects under the CIVPOL program.  Offsetting these
reductions were revenue increases on the International Narcotics
and Law Enforcement program, construction work in Africa and
additional services in Afghanistan on the CIVPOL program.  Revenue
for the Maintenance and Technical Support Services segment for the
first quarter of fiscal 2008 increased to $190.7 million, up
$11.9 million or 6.7% as compared to the first quarter of fiscal
2007.  MTSS revenue, which represented 35% of Company revenue in
the first quarter of fiscal 2008, benefited from a new contract
under which the Company provides logistics support services to the
U.S. Air Force C-21 fleet.

Total assets were $1.4 billion, total liabilities were
$972.2 million, and total stockholders' equity totaled
$392.9 million as of June 29, 2007.

Total debt was $595.5 million at June 29, 2007, a reduction of
$35.5 million from March 30, 2007.  Of this total, $34.6 million
was due to an Excess Cash Flow payment requirement under the terms
of our credit agreement.  Accounts receivable as of June 29, 2007
was $496.1 million, up from $462 million as of March 30, 2007
which resulted in a corresponding increase in Days Sales
Outstanding to 74 days from 67 days.  This increase was primarily
due to payment timing issues related to a system change with the
Department of State.

Backlog as of June 29, 2007 was $6 billion.

                       Fiscal 2008 Guidance

The company confirms its previously provided guidance for its
fiscal year ending March 28, 2008.  The company expects fiscal
2008 revenue between $2.3 billion to $2.4 billion.

                    About DynCorp International

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

                        *     *     *

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


EARTHSHELL CORP: Court Confirms Joint Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed Earthshell Corp.'s First Amended Joint Plan of
Reorganization, according to BankruptcyData.com.

As reported in the Troubled Company Reporter on June 8, 2007,
the Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware approved Earthshell Corp.'s Disclosure
Statement explaining its Chapter 11 Plan of Reorganization.

The plan provides that private equity firm Cornell Capital
Partners will get 100% of the reorganized company's equity and a
$2.5 million note in exchange for $5.2 million secured claim
against the company.

Unsecured creditors will be paid through a grantor trust, but
holders of subordinated claims and equity interests will get
nothing under the plan.

Headquartered in Lutherville, Maryland, EarthShell(R) Corporation
(OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology   
company and innovator of a revolutionary development in food
service packaging.  The company makes fast-food packaging from
biodegradable materials like limestone and food starch.  The
company filed for chapter 11 protection on Jan. 19, 2007 (Bankr.
D. Del. Case No. 07-10086).  Derek C. Abbott, Esq., at Morris,
Nichols, Arsht & Tunnell, represents the Debtor.  Arent Fox
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules filed with the Court showed total assets of
$18,046 and total liabilities of $13,149,942.


ENCORE ACQUISITION: Earns $15.2 Million in Second Quarter of 2007
-----------------------------------------------------------------
Encore Acquisition Company reported unaudited second quarter 2007
results.  Encore's net income for the second quarter of 2007 of
$15.2 million includes non-cash derivative fair value charges of
$11.4 million on a tax adjusted basis and a loss of $2.3 million
on the sale of the Mid-Continent assets or $1.4 million on a tax
adjusted basis.  Excluding these charges, net income for the
second quarter of 2007 was $23.7 million as compared to net income
of $30.4 million for the second quarter of 2006 as presented on a
similar basis.  Net income excluding certain charges is defined
and a reconciliation of net income excluding certain charges to
its most directly comparable GAAP measures is shown in the
attached financial schedules.

Net income for the second quarter of 2007 was primarily lower than
2006 because of increased depletion, depreciation, and
amortization expense and interest expense as a result of the
Williston Basin and Big Horn Basin acquisitions.  The company used
its cash proceeds from the Mid-Continent divestiture to reduce
debt at the end of the second quarter of 2007 and plans to further
reduce debt in the third quarter of 2007 with proceeds related to
the company's planned Master Limited Partnership offering.

The company's oil and natural gas revenues of $180.7 million for
the second quarter of 2007 rose 37% over the $131.8 million the
company reported in the second quarter of 2006.  The company
attributed its higher revenues to increased production volumes,
which rose to 41,384 BOE per day in the second quarter of 2007
from 30,867 BOE per day in the second quarter of 2006.  The
company's production in the second quarter of 2007 exceeded the
high end of guidance of 40,300 by 1,084 BOE per day.  Of the
41,384 BOE per day produced in the second quarter of 2007,
approximately 4,900 BOE per day can be attributed to properties of
which the Company divested in the Mid-Continent region during the
second quarter of 2007.  The net profits interests reduced
reported production by approximately 1,300 BOE per day in the
second quarter of 2007 versus 1,562 BOE per day in the second
quarter of 2006.

"The second quarter included three positive events that will
significantly change the face of Encore for the future," Jon S.
Brumley, Encore's Chief Executive Officer and President, stated.  
"First, because of the pending upstream MLP, the capital structure
will be more flexible and give the company a new tool to reduce
debt. Second, Encore divested of $300 million of higher capital
cost natural gas properties.  Third, the company made two
significant oil acquisitions in the Rockies.  These oil properties
reside in our core area and are primarily waterfloods that fit our
expertise.  Because of the long-life nature of the Rockies
properties and the quality of the Williston Basin upsides, the
first two events of creating an MLP and divesting of the deep
Mid-Continent natural gas properties were compelling."

At June 30, 2007, the company's long-term debt, net of discount,
was $1.3 billion, including $150 million of 6.25% Senior
Subordinated Notes due April 15, 2014, $300 million of 6% Senior
Subordinated Notes due July 15, 2015, $150 million of 7.25% Senior
Subordinated Notes due 2017, and $707 million of outstanding
borrowings under the company's revolving credit facilities.

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent     
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service confirmed Encore Acquisition's Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating.


ENTERPRISE GP: Earns $21.5 Million in Second Quarter Ended June 30
------------------------------------------------------------------
Enterprise GP Holdings L.P. reported net income for the second
quarter of 2007 of $21.5 million, compared to $31 million for the
second quarter of 2006.  Total evenues for the second quarter 2007
were $6.3 billion, as compared with total revenues for the second
quarter of 2006 of $5.9 billion.

For the six months ended June 30, 2007, the company generated net
income of $75 million, as compared with net income of
$61.6 million for the six months ended June 30, 2006.

Enterprise GP Holdings reported distributable cash flow of
$45 million for the second quarter of 2007.  This provides one
times coverage of the $0.38 per unit distribution declared by the
board of the general partner of Enterprise GP Holdings with
respect to the second quarter of 2007 that will be paid on
Aug. 10, 2007.  The declared distribution rate of $0.38 per unit
for the second quarter of 2007 represents a 23% increase from
$0.31 per unit declared for the second quarter of 2006.  The
distribution for the second quarter of 2007 will be paid on
Enterprise GP Holdings' units, including the 20.1 million units
that were issued and sold in a private placement on July 17, 2007.

Distributable cash flow for the second quarter of 2007 includes
$68 million of cash distributions from the underlying partnerships
comprised of $38 million of general and limited partner
distributions from Enterprise Products Partners, $15 million of
general and limited partner distributions from TEPPCO and $15
million of general and limited partner distributions from Energy
Transfer Equity.

             TEPPCO and Energy Transfer Acquisitions

On May 7, 2007, Enterprise GP Holdings acquired 100% of the
general partner, incentive distribution rights and 4.4 million
common units of TEPPCO Partners L.P. and approximately 35% of the
general partner and 39 million common units of Energy Transfer
Equity L.P.  These investments complement Enterprise GP Holdings'
existing ownership of 100% of the general partner and
approximately 13.5 million common units of Enterprise Products
Partners L.P.

The company's consolidated and parent-only financial statements
have been restated to give effect to the common control of TEPPCO
and its general partner by affiliates of EPCO Inc. since February
2005.  Accordingly, the financial statements of Enterprise GP
Holdings consolidate the financial statements of both Enterprise
Products Partners and TEPPCO based on Enterprise GP Holdings'
ownership of 100% of the respective general partners.  Enterprise
GP Holdings' investments in Energy Transfer Equity and its general
partner are accounted for using the equity method of accounting
beginning with the date of its investment on May 7, 2007.

"Enterprise GP Holdings entered into a new phase of growth with
our acquisitions of general partner and limited partner interests
in Energy Transfer Equity and TEPPCO," said Michael A. Creel,
president and chief executive officer of Enterprise GP Holdings.  
We now have the most diversified general partner holding company
with cash flows originating from three investment grade
partnerships with combined total assets of approximately
$26 billion and strong franchises in the natural gas, NGL and
refined products pipeline and services businesses."

"We are excited about the visible growth opportunities at
Enterprise Products Partners, Energy Transfer Partners and TEPPCO.  
As these partnerships execute on their expansion plans, we believe
the growth multiplier effect of our general partner interests will
enhance our prospects for long-term distribution growth and the
value of our partnership units."

Enterprise GP Holdings executed a $1.9 billion interim credit
facility on May 7, 2007 to complete the acquisition of interests
in Energy Transfer Equity and refinance the balance under its
existing credit facility.  At June 30, 2007, Enterprise GP
Holdings' parent-only debt balance under this facility was
$1.8 billion.  In July 2007, Enterprise GP Holdings issued about
20.1 million units in a private transaction and received net
proceeds of approximately $740 million, which were used to reduce
the balance of the interim credit facility.

                      About TEPPCO Partners

TEPPCO Partners L.P., (NYSE: TPP) -- http://www.teppco.com/--  
through its subsidiaries, operates common carrier pipelines of
refined products and liquefied petroleum gases in the United
States.  It also owns and operates petrochemical and natural gas
liquids pipelines, and natural gas gathering systems, as well as
engages in crude oil transportation, storage, gathering, and
marketing.

                      About Energy Transfer

Energy Transfer Equity L.P. in Dallas, Texas (NYSE: ETE) --
http://www.energytransfer.com/-- owns partnership interests in  
Energy Transfer Partners, L.P. (NYSE: ETP), which engages in the
ownership and operation of a portfolio of energy assets in the
United States.

                        About Enterprise GP

Houston, Texas-based Enterprise GP Holdings L.P., (NYSE: EPE) --
http://www.enterprisegp.com/-- through its subsidiaries, develops  
pipeline and other midstream energy infrastructure in the
continental United States and Gulf of Mexico.  Its midstream
energy asset network links producers of natural gas, NGLs, and
crude oil from supply basins in the United States, Canada, and the
Gulf of Mexico.

                           *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Enterprise GP Holdings L.P. and its $1 billion
term loan B due 2014.

At the same time, S&P affirmed the 'BB-' corporate credit rating
on EPCO Holdings Inc. and removed the rating from CreditWatch with
negative implications.  The corporate credit rating on EPCO was
placed on CreditWatch on May 8, 2007.


FOOT LOCKER: Initiates Steps to Strengthen Business Operations
--------------------------------------------------------------
Foot Locker Inc. has initiated several steps during the second
quarter that were designed to strengthen its business operations.
Among those actions were:

    -- merchandise inventory reduced through aggressive clearance
       strategy;
   
    -- additional U.S. stores identified for potential early
       closure;
   
    -- more aggressive store opening plans being developed for
       Foot Locker Europe; and
   
    -- senior division management changes

"During the second quarter, we made the strategic decision to
liquidate slower-selling merchandise in our U.S. stores more
aggressively than we had planned at the beginning of the quarter,
with an objective of improving our inventory position before the
start of the fall season," Matthew D. Serra, Foot Locker Inc.'s
chairman and chief executive officer, stated.  "The financial
impact of implementing this important strategy was the primary
reason for the projected net loss for the second quarter of 2007.
We expect our international units will produce a double-digit
division profit increase versus last year's comparable period."

Through an extensive review of its store base, the company
identified a number of unproductive domestic stores that it is
pursuing to close over the next several months.  Depending on the
success in negotiating settlements with its landlords, a total of
up to 250 stores will be closed in 2007.  This is approximately
twice the number of stores that the company had originally planned
to close in 2007 and, as a result of this action, it is expected
that the profitability of the company's US store base will be
enhanced, beginning in 2008.

At the same time, the company is in the process of developing
plans to open additional Foot Locker stores more aggressively in
the European and surrounding markets.  During 2008, the company
currently expects to open up to 30 new stores in this region that
will be managed by the Foot Locker Europe management team.

                        Management Changes

Three key management changes were also disclosed, effective
Aug. 6, 2007.  Keith Daly, currently president and CEO of Foot
Locker Europe since 2005, was promoted to president and CEO of
Foot Locker U.S. with responsibility for the company's Foot
Locker, Footaction and Kids Foot Locker stores in the U.S.

Mr. Daly will be replaced by Dick Johnson, who has been president
and CEO of Footlocker.com since 2003.  An executive search is
currently being conducted to identify a suitable candidate to
replace Mr. Johnson.  Dowe Tillema was promoted to executive vice
president of Footlocker.com and will continue in his role as chief
financial officer of this division.

The company also confirmed that it had retained Lehman Brothers as
an advisor to work with the company to evaluate strategic
alternatives, including inquiries received from private equity
firms.

                         About Foot Locker

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a retailer of athletic
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Europe, Australia, and New Zealand
as of Feb. 3, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Standard & Poor's Ratings Services said its ratings, including the
'BB+' corporate credit rating, on Foot Locker Inc. remain on
CreditWatch with negative implications.


FORD MOTOR: Affirms Stock Premium for 6.5% Securities Conversion
----------------------------------------------------------------
Ford Motor Company disclosed the number of shares of Ford common
stock that will constitute the premium to be paid with its
conversion offer related to the outstanding 6.50% Cumulative
Convertible Trust Preferred Securities of Ford's wholly owned
subsidiary trust, Ford Motor Company Capital Trust II.

The premium represents the amount of shares of Ford common stock
determined by dividing (i) $14.25 by (ii) $8.1576, the volume-
weighted average of the reported sales prices on the New York
Stock Exchange of Ford common stock during the three trading-day
period of July 25, July 26, and July 27, 2007.

Accordingly, each trust preferred security validly tendered and
accepted for conversion will be converted into an aggregate of
4.5717 shares of Ford's common stock, which includes the premium
of 1.7468 shares and 2.8249 shares of Ford common stock issuable
pursuant to the conversion terms of the trust preferred
securities.
    
On July 2, 2007, Ford commenced an offer to pay a premium to
holders of any and all trust preferred securities who elect to
convert their trust preferred securities to shares of Ford common
stock subject to the terms of the offer.  The offer expired at
5:00 p.m., New York City time, July 31, 2007, and is expected to
settle on Friday, Aug. 3, 2007.

If all trust preferred securities that were outstanding as of the
commencement of the offer were validly tendered and accepted for
conversion, Ford would issue an aggregate of 457,163,141 shares of
Ford common stock, including approximately 282,485,762 shares
pursuant to the conversion terms of the trust preferred
securities, plus an aggregate premium of 174,677,379 shares of
Ford common stock.
    
The conversion offer was made pursuant to an offering circular
dated July 2, 2007, as amended on July 13, 2007, and related
documents.  The completion of the offer is subject to conditions
described in the conversion offer documents.  Subject to
applicable law, Ford may waive the conditions applicable to the
offer or extend, terminate or otherwise amend the offer.
    
Holders of trust preferred securities may address questions about
the conversion offer or make requests for copies of the offering
circular and related documents for free to Georgeson Inc., the
information agent for the conversion offer, by calling toll-free
at 888-605-7541.
    
                       About Ford Motor Co.

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

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford Motor
Company's global automotive operations for the second quarter of
2007 was significantly stronger than the previous year and better
than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a B3
corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating is
currently a B3 with a negative outlook.  The rating is pressured
by the shift in consumer preference from high margin trucks and
SUVs, and by the need for a new 2007 UAW contract that provides
meaningful relief from high health care costs and burdensome work
rules, Moody's relates.


FRANKLIN CLO: S&P Rates $11.5 Million Class E Notes at BB
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Franklin CLO VI Ltd./Franklin CLO VI Corp.'s $354.5 million
floating-rate notes due 2019.

The transaction is a CDO backed primarily by loans.

The ratings are based on:

     - Adequate credit support provided in the form of
       overcollateralization and subordination;

     -- The characteristics of the underlying collateral pool,
        which consists primarily of secured bank loans;

     -- Scenario default rates of 54.03% for class A, 51.07% for
        class B, 48.45% for class C, 43.35% for class D, and
        36.76% for class E; and break-even loss rates of 88.44%
        for class A, 77.30% for class B, 71.02% for class C,
        62.39% for class D, and 57.08% for class E;

     -- A weighted average rating of 'B+';

     -- A weighted average maturity for the portfolio of 7.33
        years;

     -- An S&P default measure of 4.37%;

     -- An S&P variability measure of 3.14%; and

     -- An S&P correlation measure of 2.06.

Interest on the class C, D, and E notes may be deferred up until
Aug. 9, 2019, the legal final maturity date, without causing a
default under these obligations.  The ratings on these notes,
therefore, address the ultimate payments of interest and
principal.
     
   
                         Ratings Assigned
            Franklin CLO VI Ltd./Franklin CLO VI Corp.
    
          Class                        Rating      Amount
          -----                        ------      ------
          A                            AAA      $272,000,000
          B                            AA        $38,000,000
          C                            A         $18,000,000
          D                            BBB       $15,000,000
          E                            BB        $11,500,000
          Subordinated notes           NR        $30,000,000
   

                          NR - Not rated.


GENERAL MOTORS: Earns $891 Million in Second Quarter Ended June 30
------------------------------------------------------------------
General Motors Corp. released on Tuesday its preliminary financial
results for the 2007 second quarter, marked by record automotive
revenue driven by strong sales in key growth markets, improved net
income, and solid operating cash flow.

GM reported net income of $891 million for the second quarter of
2007, an improvement of $4.3 billion compared with a reported net
loss of $3.4 billion in the year-ago quarter.

"We again saw improved results in sales, income and cash flow this
quarter, driven by the continued successful implementation of our
business strategies," said Rick Wagoner, GM chairman and chief
executive officer.  "In particular, our heavy commitment to key
growth markets around the world really paid off in strong growth
and earnings.  In North America we continue to make progress with
our focus on great new products, a disciplined sales and marketing
strategy, and structural cost reduction, although profitability
remains close to breakeven."

The results for the second quarter 2007 included $520 million in
net special items, including $374 million in charges associated
with GM's support of the bankruptcy and reorganization of Delphi
and various GM North America (GMNA) restructuring-related charges.

GM posted 2007 second-quarter adjusted net income, excluding
special items, of $1.4 billion, compared to $1.1 billion in the
year-ago quarter.

                    GM Automotive Operations

GM's global automotive net income from continuing operations
totaled $764 million on an adjusted basis in the second quarter of
2007 (reported net income from continuing operations of
$618 million), compared to an adjusted net income of $367 million
(reported net loss from continuing operations of $3.48 billion) in
the second quarter 2006.  Results for GM's automotive operations,
specifically GMNA, exclude Allison Transmission which is now
classified as a discontinued operation and an asset held for sale,
pending the close of the previously-announced sale transaction.

GM's global sales volume surpassed 2.4 million units in the second
quarter, up marginally from the same quarter a year ago.  Global
market share was down slightly at 13.3%, compared to 13.7% in the
year-ago period, driven by a softer U.S. market, a reduction in
fleet sales, and a disciplined incentive strategy.  GM market
share outside of North America increased to 9.4% in the second
quarter 2007, compared to 9.2% in the second quarter 2006.

GMNA had adjusted net income from continuing operations of
$78 million in the second quarter 2007 (reported net loss from
continuing operations of $39 million), compared to adjusted net
loss of $94 million from continuing operations (reported net loss
from continuing operations of $3.95 billion) in the second quarter
2006.  The net income improvements reflect favorable mix and
reduced structural costs.  These savings were partially offset by
lower volume, favorable policy and warranty (P&W) adjustments in
the prior-year period and unfavorable foreign exchange.

"It's true that our North America team has made huge improvements,
and we appreciate everyone's hard work.  But our current earnings
clearly demonstrate we've got more to do," Wagoner said.

"We remain focused on growing revenue in North America by
introducing great new cars and trucks, and enhancing our
revitalized sales and marketing strategy.  At the same time, we
must continue to address our key areas of cost disadvantage such
as healthcare.  Going forward, we need to generate adequate
profitability and cash flow to fund new product and key technology
investments, like bio-fuel and hybrid-powered vehicles, to better
position our business for sustainable growth." Wagoner added.

GM Europe (GME) posted adjusted net income of $236 million for the
quarter (reported net income of $217 million), compared to
$143 million in the second quarter of 2006 (reported net loss of
$39 million).  The results mark the best quarterly performance for
GME since the second quarter of 1996.  The improved earnings were
driven by favorable pricing, combined with solid structural cost
performance associated with the region's ongoing restructuring.

Despite industry pressures in Germany, Europe's largest vehicle
market, GME set a quarterly sales record of 574,000 units, up five
percent over the second quarter 2006.  The new Opel Corsa small
car and the Chevrolet Captiva compact SUV continued to perform
especially well.  In addition, GME's multi-brand strategy
continues to gain momentum.  Chevrolet had record sales of 115,000
units, up 34%.  GME growth in key Eastern European markets was
strong, especially in Russia, where unit sales were up 106 percent
over the second quarter 2006, and share was up 3.9 percentage
points.

GM Asia Pacific (GMAP) recorded adjusted net income of
$237 million in the second quarter (reported net income of
$227 million), which marks a second-quarter net income record for
the region, and compares with $164 million in the same quarter a
year ago (reported net income of $376 million, which included
$212 million from the sale of GM's equity interest in Isuzu).  The
improvements were largely driven by strong performance at GM
Daewoo and GM China.  GM enjoyed eight percent sales growth in the
Asia Pacific region, and GM China set a new volume record with
234,000 units in the quarter, up over six percent year-over-year.
GM sales in South Korea were up 20%, and India was up 46% aided by
the success of the newly-introduced Chevrolet Spark.

GM Latin America, Africa and Middle East (GMLAAM) continued to
leverage explosive regional growth and its traditionally strong
position in the region.  GMLAAM posted its best quarterly net
income in a decade with adjusted earnings of $213 million
(reported net income also $213 million), compared to $155 million
in the same quarter last year (reported net income of
$139 million).  Improvements in net income were driven primarily
by volume growth and favorable pricing.  GMLAAM set a volume
record for the quarter, selling over 293,000 units, up 20 percent
year-over-year.  GM sales performance was highlighted by an all-
time sales record in Venezuela, and second quarter records in
Argentina, Brazil, Chile, Colombia, Egypt, and the Middle East
Operations.

"As we head into the second half of the year, we're optimistic
about continued growth prospects in key emerging markets.  In the
U.S., the economy and auto market outlook remains challenging, but
we'll continue our future product and technology investments,
while staying focused on growing our revenue and improving our
cost competitiveness," Wagoner said.  "We look forward to the
U.A.W. negotiations as an opportunity to continue to address
issues that are important to the company, the union and our
employees."

In addition to strong year-over-year performance in automotive
operations, GM also recognized adjusted net income of $401 million
in Corporate Other and Other Financing (reported net income of
$27 million).  This represents a $517 million improvement over the
second quarter 2006, principally related to reductions in income
tax contingencies.

                                GMAC

As a standalone company, GMAC Financial Services reported net
income of $293 million for the second quarter 2007, compared to
$787 million in the second quarter 2006 which included a one-time
gain on the sale of a regional homebuilder of $259 million.  GM
recognized $139 million in net income attributable to GMAC as a
result of its 49 percent equity interest as well as accrued
preferred dividends.  Financial performance at GMAC represents a
$598 million improvement over the first quarter 2007, which was
significantly affected by pressures in the U.S. nonprime mortgage
market.

"We're pleased that GMAC returned to profitability in the second
quarter, with significantly better results than the first quarter.
GMAC's auto financing and insurance businesses continues to post
strong results while the company continues to progress in
addressing the challenging conditions in the residential mortgage
market," Wagoner said.

GMAC's automotive finance, insurance and other operations
(excluding Residential Capital, LLC (ResCap)) generated more than
twice the net income of these same operations in the year-ago
period.  Despite continued challenges in the residential mortgage
industry, ResCap significantly reduced losses in the second
quarter.

                     Cash and Liquidity

GM generated adjusted operating cash flow of $1.1 billion in the
second quarter of 2007, up from $600 million in the year-ago
quarter, and continues to maintain a strong liquidity position.

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association (VEBA) trust totaled
$27.2 billion as of June 30, 2007, up from $24.7 billion on
March 31, 2007.  The balance includes $1.4 billion net cash raised
through a convertible debt offering in May 2007, which replaced
$1.1 billion in convertible debt that was redeemed in March 2007.

As announced in June 2007, the sale of the Allison Transmission
business will further bolster GM's liquidity, with proceeds of
approximately $5.6 billion.  The sale is expected to close in the
third quarter 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$186.53 billion in total assets, $188.82 in total liabilities, and
$1.27 billion in minority interests, resulting in a total
stockholders' deficit of $3.56 billion.

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

                          *     *     *

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

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


GSI GROUP: Prices Cash Tender Offering for 12% Senior Notes
-----------------------------------------------------------
The GSI Group Inc. has determined the total consideration offered
pursuant to its cash tender offer for its 12% Senior Notes due
2013.  

The tender offer and related consent solicitation were made in
connection with the merger of the company's parent, GSI Holdings
Corp., with an affiliate of Centerbridge Capital Partners L.P.

The total consideration for the Notes was calculated by UBS
Securities LLC, as Dealer Manager for the tender offer, in
accordance with the terms set forth in the Offer to Purchase and
Consent Solicitation Statement dated June 29, 2007, based on the
reference yield of 4.648% on the 5.50% U.S. Treasury Notes due
May 15, 2009, at 11:00 a.m., New York City time, on July 31, 2007.

The total consideration for the Notes, which will be payable in
respect of Notes accepted for payment that were validly tendered
with consents and not withdrawn on or prior to 5:00 p.m., New York
City time, on July 13, 2007, will be an amount equal to $1,170.28
for each $1,000 principal amount of Notes.

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
payment date.

The company has retained UBS Securities LLC to act as the Dealer
Manager for the tender offer and Solicitation Agent for the
consent solicitation.  Persons with questions regarding the tender
offers and the consent solicitations should contact the Dealer
Manager at 888-722-9555, ext. 4210 (toll-free) or 203-719-4210
(collect).  Requests for documentation may be directed to
MacKenzie Partners, Inc., the Information Agent, which can be
contacted at 800-322-2885 (toll-free) or 212-929-5500 (collect).

                        About The GSI Group

Based in Illinois, GSI Group Inc. -- http://www.grainsystems.com/
-- manufactures agricultural equipment.  The company's grain,
swine and poultry products are used by producers and purchasers of
grain, and by producers of swine and poultry.  The company is
comprised of several manufacturing divisions.  Grain Systems
(GSI), and GSI International are the grain storage, drying and
material handling divisions of The GSI Group.

GSI manufactures galvanized steel storage bins and many types of
grain drying systems including portable, stacked, tower and
process dryers. In addition, GSI carries a full line of material
handling equipment including augers, bin sweeps, bucket elevators,
conveyors, distributors, chain loop systems, and grain spreaders.

The GSI Group markets its products to over 75 countries worldwide
through a network of independent dealers to grain/protein
producers and large commercial businesses.

                          *     *     *

As reported in the Troubled Company Reporter on July 18, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Assumption, GSI Group Inc. and revised its
outlook to stable from negative.


HILANDER BOWL: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hilander Bowl, Inc.
        200 Kelso Drive
        Kelso, WA 98626

Bankruptcy Case No.: 07-42403

Chapter 11 Petition Date: July 31, 2007

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  Nellor Retsinas Crawford PLLC
                  1201 Main Street
                  P.O. Box 61918
                  Vancouver, WA 98666
                  Tel: (360) 695-8181
                  Fax: (360) 695-8787

Estimated Assets: $10,000 to $100,000

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Twin City Bank                                          $3,119,932
729 Vandercook Way
Longview, WA 98632

Internal Revenue Service         Federal Taxes            $570,000
Ogden, UT 84201-0030

State of Washington              Sales Taxes              $380,000
Department of Revenue
P.O. Box 1648
Vancouver, WA 98668-1648

Alan Engstrom & Others                                    $344,335
111 North Pacific
Kelso, WA 98626

James & Cynthia Springer                                  $324,000
P.O. Box 1100
Kalama, WA 98625

GE Capital Colonial              Security System           $47,060

First Personal Bank              Quimbica Scoring          $33,736
                                 Lease

Architectural Concepts                                     $30,000

Department of Labor & Industry   Trade Debt                $29,000

City of Kelso                    Trade Debt                $28,650

Riverway SPE LLC                                           $27,961

Lamar Advertising                Billboards                $26,000

Cowlitz County Treasurer         Trade Debt                $24,500

State of Washington                                        $23,600
Olympia Employment Security


HOLLISTION MILLS: Court OKs Asset Sale to Holliston Acquisition
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the sale of Holliston Mills Inc.'s assets to Holliston Acquisition
Comnpany LLC, an affiliate of Chrysalis Capital Partners, under
Section 363 of the Bankruptcy Code.

The Court approved the sale on July 30, 2007, and is expected to
close this month.

Hollistion Mills said that Holliston Acquisition will be renamed
to Holliston Mills LLC, and will continue as manufacturer of
coated cloth used in the publishing, packaging, and security
document industries.

"We are very pleased to have quickly resolved many of the legacy
liability and other issues that required our Chapter 11 filing,"
says Lawrence Maston, President and CEO of Holliston Mills.  
"Going forward, we can devote our full energies to meeting the
needs of the loyal customers and markets we have served for
more than a century.  We thank Chrysalis for their assistance in
resolving the restructuring, and in providing a strong financial
foundation to support the future growth of the Company."

"We appreciate the historical strength of the Holliston business,
as well as the opportunity to partner with management to pursue
operational improvement, having addressed the legacy liabilities
and other issues that hobbled progress," says Greg Segall,
Managing Partner of Chrysalis Capital Partners.  "We look
forward to working together as management continues to execute
on their business plan."

               About Chrysalis Capital Partners

Philadelphia based Chrysalis Capital Partners Inc. --
http://www.ccpfund.com-- is a private equity investment
firm with $300 million in committed equity capital under
management.  The Company focuses on "special situation"
investments including turnarounds, restructurings,
reorganizations, and recapitalizations in the United
States.

                 About Hollistion Mills Inc.

Based in Church Hill, Tenn., The Holliston Mills Inc. --
http://www.icgholliston.com/-- produces fabrics for various   
coating applications.  The company filed for Chapter 11 protection
on May 21, 2007 (Bankr. D. Del. Case No. 07-10687).  Joseph A.
Malfitano, Esq., Margaret B. Whiteman, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor represent the Debtor
in its restructuring efforts.  Francis A. Monaco Jr., Esq., at
Monzack and Monaco, P.A. is the proposed counsel for the Official
Committee of Unsecured Creditors.  As of March 31, 2007, the
Debtor had total assets of about $28,000,000 and total
liabilities of about $27,500,000.


INDEPENDENCE TAX: Remains Neutral to Peachtree Partners' Buy Offer
------------------------------------------------------------------
Independence Tax Credit Plus L.P. responded on July 30, 2007, to
an unsolicited tender offer by Peachtree Partners.  As described
in the offeror's written tender offer materials dated July 20,
2007, Peachtree intends to purchase up to 4.9% of the 76,786
outstanding limited partnership units of Independence at a price
of $65.00 per unit, less certain reductions to that purchase
price.

The offeror is not affiliated with Independence or its general
partner.

Independence expresses no opinion and is neutral with respect to
whether or not unit holders should tender their units in response
to the Offer.

As Independence has previously disclosed to its unit holders,
Independence is in the process of liquidating its portfolio of
investments in other limited partnerships.

It is uncertain at this time how much money, if any, will be
realized by Independence and its unit holders from the liquidation
of Independence's investments.  There can be no assurances of what
dispositions or distributions, if any, may occur in the future.
Independence has not prepared itself or received from any third
party any valuations of its investments.

Accordingly, Independence takes no position on whether or not the
offer and its purchase price are attractive or unattractive to
unit holders from an economic point of view. Independence notes,
however, that the administrative fee of $150 per selling investor
may substantially reduce the net sales proceeds received by a
selling unit holder.  Independence further notes that the
$150 "administrative fee" is being charged and received by the
Offeror and not by Independence itself.  Independence imposes only
a $50 fee for its processing of transfer requests.

In addition, Independence states that unit holders may also wish
to consider:

First, the offer raises certain questions about its potential
impact on Independence's tax status for federal income tax
purposes.  Independence is currently treated, and has since its
inception been treated, as a partnership and a pass-through entity
for federal income tax purposes -- a tax status that is desirable
and beneficial to Independence and its investors.  That beneficial
tax status might be lost, and Independence might be taxed as a
corporation, if it were deemed to be a "publicly traded
partnership" within the meaning of the Internal Revenue Code and
certain regulations promulgated by the Internal Revenue Service.
It is uncertain whether or not the Offer, if consummated, might
cause Independence to be deemed a "publicly traded partnership"
since the Offer by itself and/or in combination with other
transfers of Independence's units, could result in a transfer of
more than two percent of the interests in Independence during the
year, which might prevent it from relying on an Internal Revenue
Service "safe harbor" protecting against publicly traded
partnership treatment.  Accordingly, Independence will only permit
units to be transferred pursuant to the Offer if the general
partner determines, in its sole discretion, either that the
cumulative total number of transfers in any tax year falls within
the safe harbor or that the offeror has provided sufficient
assurances and protection to Independence, its partners and unit
holders to allow the transfers even though the aggregate annual
transfers of Independence units may exceed the two percent safe
harbor limitation.  Sufficient assurances and protection by the
offeror would include providing Independence with

     (i) an opinion of counsel that the offer will not result in
         Independence being deemed to be a "publicly traded
         partnership" for federal income tax purposes, and

    (ii) an agreement to indemnify Independence, its partners and
         its unit holders for any loss or liability relating to
         any adverse tax consequences arising from the offer.
         This legal opinion and indemnity must be in a form and
         content satisfactory to Independence and its counsel.

Second, the offering materials state that the offeror will not
purchase more than 4.9% of Independence's outstanding units,
including in that 4.9% amount the units already owned by the
offeror.  The offering materials, however, do not state how many
units the offeror already owns, so it is impossible to determine
from those materials how many units the offeror is willing to
purchase.

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Independence's standard
transfer and subscription documentation in accordance with
Independence's standard practices and procedures.  Among other
things, each selling unit holder must individually sign each of
Independence's required transfer documents.  Pursuant to
Independence's well-established practices and procedures,
Independence does not accept, and will not accept in connection
with the offer, signatures by persons other than the selling unit
holder who purport to act based on a power of attorney executed by
the unit holder.  Persons who wish to sell their units to the
offeror should so advise the offeror, which will obtain from
Independence, and deliver to the selling unit holder, the required
standard transfer documentation.

                       About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which has
investments in 28 other subsidiary partnerships owning leveraged
complexes that are eligible for the low-income housing tax credit.
The company's investment in each of these other partnerships
represents from 98% to 98.99% of the company's interests in these
other partnerships.

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP.  Related Independence Associates LP is
also the general partner of Independence Tax Credit Plus LP II.
In turn, Related Independence Associates Inc. is the general
partner of Related Independence Associates LP.

Opa-Locka, one of the subsidiary partnerships, is in default on
its third and fourth mortgage notes and continues to incur
significant operating losses.  Independence Tax Credit's
investment in Opa-Locka at Dec. 31, 2006, was approximately
$2,827,000.

At Dec. 31, 2006, 2006, the limited partnership's balance sheet
showed $127.6 million in total assets, $125.5 million in total
liabilities, $5.3 million in minority interests, resulting in a
partners' deficit of $3.2 million.


ISONICS CORPORATION: Hein & Associates Raises Going Concern Doubt
-----------------------------------------------------------------
Hein & Associates LLP of Denver, Colo. expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended April 30, 2007, and 2006.  The auditing firm said,
"The Company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital."

The company posted a $13,165,000 net loss on $27,731,000 of total
revenues for the year ended April 30, 2007, as compared with a
$32,341,000 net loss on $18,580,000 of total revenues in the prior
year.

At April 30, 2007, the company's balance sheet showed $18,960,000
in total assets, $15,294,000 in total liabilities, $111,000 in
minority interest and $3,555,000 in stockholders' equity.

                              Expenses

The company's selling, general and administrative expenses
increased to $16,519,000 for the year ended April 30, 2007 from
$10,750,000 in the prior year.  

The company had $466,000 in impairment loss on assets held for
sale for the year ended April 30, 2006.  The company incurred
$875,000 in impairment of goodwill and intangible assets for the
year ended April 30, 2005.

For the year ended April 30, 2007, the company's research and
development expenses decreased to $4,950,000 from $5,018,000 in
the prior year.

                          Working capital

The company's working capital was $3,310,000 at April 30, 2007, as
compared to a working capital deficit of $6,445,000 at April 30,
2006.  The $9,755,000 increase in working capital for the year
ended April 30, 2007, is due to a combination of factors.

The factors, which increased working capital:

  -- $16,930,000 due to the issuance of the 13% debentures, which    
     are classified as long-term liabilities

  -- $5,648,000 due to a decrease in the current portion of the 8%    
     debentures related to principal payments made in shares of    
     the company's common stock

  -- Cash of $112,000 received in excess of carrying amount upon   
     the sale of assets held for sale at April 30, 2007

The factors, which decreased working capital:

  -- $9,893,000 of cash consumed directly in operating activities

  -- $1,707,000 related to purchases of fixed assets

  -- About $325,000 representing the current portion of capital   
     lease entered into during the year ended April 30, 2007

  -- Net impact of $1,021,000 related to warrants reclassified
     from equity to derivative liabilities

  -- About $100,000 in reclassification of notes payable from long
     term to current

                           Capital Lease

In May 2007, the company entered into a capital lease to finance
two pieces of equipment to be used in production by the company's
semiconductor products and services segment.  The lease is in the
amount of about $630,000 with a nominal interest rate of 16%, has
a term of 36 months and includes a bargain purchase option whereby
the company have the right subsequent to the expiration of the
lease term to purchase the asset under lease for no more than 5%
of the original equipment cost.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?21f3

                   About Isonics Corporation

Based in Golden, Colo. Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets  
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.  It operates in four segments: Homeland Security
Products, Security Services, Semiconductor Products and Services,
and Life Sciences.


ITC^DELTACOM: Completed Financing Cuts Borrowing Costs by $25MM
---------------------------------------------------------------
ITC^DeltaCom Inc. has completed its debt and equity financing
transactions.  The transactions completely refinance or retire
substantially all of the company's outstanding funded debt, reduce
annual borrowing costs by approximately $25 million and simplify
the company's balance sheet by eliminating all series of
authorized preferred stock and substantially all related stock
warrants.

The transactions leave the company with $305 million of funded
first and second lien credit facility debt, a $10 million undrawn
revolver and approximately $50 million in unrestricted cash.

The refinancing and recapitalization transactions include the
principal debt and equity components:

   1) the issuance of $240 million of first lien debt in the form
      of a $230 million syndicated first lien credit facility and
      a $10 million undrawn revolving credit facility;

   2) the issuance of $75 million of second lien debt to
      investment funds managed by Tennenbaum Capital Partners LLC;

   3) the exchange of $52.3 million of existing third lien senior
      notes for a total of approximately 17.3 million shares of
      common stock, including $23.5 million of notes exchanged by
      holders affiliated with Welsh Carson, Anderson & Stowe, the
      company's majority shareholder, $25 million of notes
      exchanged by Tennenbaum and $3.8 million of notes exchanged
      by other holders;

   4) the redemption of half of the company's outstanding Series A
      preferred stock for approximately $11 million in cash and
      the conversion of the remainder into approximately
      1.75 million shares of common stock;

   5) the conversion or exchange of the company's Series B
      preferred stock and substantially all outstanding stock
      warrants into and for approximately 22.2 million shares of
      common stock;

   6) the purchase by Welsh Carson of approximately 6.9 million
      shares of common stock for $21 million; and

   7) the purchase by certain institutional shareholders,
      including H Partners LP, Joshua Tree Capital Partners LP and
      Trace Partners, LP, of $41.2 million of a new series of
      convertible redeemable preferred stock at a purchase price
      of $100 per share.

The proceeds from the transactions were used to refinance or
retire at closing all of the company's outstanding funded debt,
other than $18.5 million principal amount of 10.5% Senior Notes
which will be satisfied in full on Aug. 13, 2007, out of funds
escrowed by the company for such purpose.

In connection with the closing of the transactions and the sale of
the new series of convertible redeemable preferred stock, the
company has agreed to conduct a registered rights offering for the
benefit of minority shareholders.

Pursuant to the rights offering, the company will offer to holders
of each share of its common stock on the date of record non-
transferable rights to purchase approximately 1.18 shares of its
common stock at a purchase price of $3.03 per share.  Certain
common shareholders, including those affiliated with Welsh Carson
and Tennenbaum, will not participate in the rights offering.

Proceeds from the rights offering will be used to redeem in whole
or in part the new issue of preferred stock and each share of the
new issue of preferred stock which is not redeemed from the
proceeds of the rights offering will mandatorily and automatically
convert into 33 shares of the company's common stock.  If there is
full subscription by eligible shareholders, the new issue of
preferred stock would be redeemed in full and minority
shareholders would increase their ownership in the company from
approximately 20.8% to approximately 23.5% on a fully diluted
basis.  Upon the completion of the transactions and the rights
offering, the company will have approximately 85 million shares of
common stock outstanding on a fully diluted basis.

"We're very excited about this statement, which represents an
important milestone for ITC^DeltaCom," Randall E. Curran,
ITC^Deltacom's chief executive officer, said.

The transactions were approved by a committee of independent
directors with the assistance of independent legal and investment
advisors.

Credit Suisse served as the sole bookrunner, lead arranger,
administrative agent, and collateral agent on the debt financing,
and the company's financial advisor was Miller Buckfire & Co.,
LLC.

                         About ITC^DELTACOM

Headquartered in Huntsville, Alabama, ITC^DeltaCom Inc. (OTC BB:
ITCD.OB) -- http://www.deltacom.com/-- provides, through its   
operating subsidiaries, integrated telecommunications and
technology services to businesses and consumers in the
southeastern United States.  ITC^DeltaCom has a fiber optic
network spanning approximately 14,500 route miles, including more
than 11,000 route miles of owned fiber, and offers a comprehensive
suite of voice and data communications services, including local,
long distance, broadband data communications, Internet
connectivity, and customer premise equipment to end-user
customers.  

ITC^DeltaCom has interconnection agreements with BellSouth,
Verizon, SBC, CenturyTel and Sprint for resale and access to
unbundled network elements and is a certified competitive local
exchange carrier (CLEC) in Arkansas, Texas, Virginia and all nine
BellSouth states.

As reported in the Troubled Company Reporter on July 31, 2007,
ITC^Deltacom Inc.'s consolidated balance sheet at March 31, 2007,
showed $420.7 million in total assets, $454.1 million in total
liabilities, and $74.4 million in total convertible redeemable
preferred stock, resulting in a $107.8 million total stockholders'
deficit.

                           *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Moody's Investors Service assigned a B3 corporate family rating to
ITC^Deltacom Inc., and a B2 rating for the proposed $240 million
first lien credit facilities at Interstate Fibernet Inc.,
Deltacom's wholly owned subsidiary.


K2 INC: Prices Cash Tender Offer to Purchase 7-3/8% Senior Notes
----------------------------------------------------------------
K2 Inc. has priced its cash tender offer to purchase any and all
of its outstanding 7-3/8% Senior Notes due 2014 (CUSIP No.
482732AE4).

The tender offer and related solicitation of consents to amend the
indenture pursuant to which the Notes were issued were made in
connection with the Agreement and Plan of Merger by and among
Jarden Corporation, K2 Merger Sub Inc., a wholly-owned subsidiary
of Jarden, and K2 Inc., pursuant to which Merger Sub will merge
with and into K2, with K2 surviving the merger as a wholly-owned
subsidiary of Jarden.

The tender offer and consent solicitation were upon the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated July 18, 2007, and the related
Consent and Letter of Transmittal, and are conditioned upon the
consummation of the Merger.

The total consideration for the Notes was determined as of
2:00 p.m., New York City time, on July 31, 2007, using the yield
of the 3.625% U.S. Treasury Note due July 15, 2009, plus a fixed
spread of 50 basis points and based on the Scheduled Initial
Payment Date of Aug. 8, 2007.  The yield on the Reference Security
was 4.628% and the tender offer yield was 5.128%.

Accordingly, the total consideration, excluding accrued and unpaid
interest, for each $1,000 principal amount of Notes validly
tendered and not validly withdrawn at or prior to 5:00 p.m., New
York City time, on July 31, 2007, is $1,073.56, which includes a
consent payment of $30 per $1,000 principal amount of the Notes.
The tender offer consideration, excluding accrued and unpaid
interest, for each $1,000 principal amount of Notes validly
tendered after the Consent Date but at or prior to the Expiration
Date is $1,043.56.

In addition, K2 reported that approximately $198.96 million of
outstanding Notes, or approximately 99.5% of the aggregate
principal amount of Notes outstanding, had been validly tendered
and not validly withdrawn on or prior to the Consent Date.

Accordingly, K2 has received the requisite consents to adopt the
proposed amendments to the Indenture pursuant to the consent
solicitation.  K2, its subsidiaries guaranteeing the Notes and the
trustee under the Indenture have entered into a supplemental
indenture giving effect to the amendments, which will eliminate
substantially all restrictive covenants and events of default, and
which will become effective immediately upon its execution and
delivery; however, the amendments will not become operative until
the Initial Payment Date.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the Merger having
occurred or occurring substantially concurrent with the initial
payment date.  The tender offer will expire at 11:59 p.m., New
York City time, Tuesday, Aug. 14, 2007, unless extended or earlier
terminated in accordance with the terms of the Offer to Purchase.

Rights to withdraw tendered Notes and to revoke delivered consents
terminated on the Consent Date; however, holders of Notes who have
not yet tendered their Notes or who validly withdrew tendered
Notes prior to the Consent Date may still tender their Notes until
the Expiration Date.

K2 has retained Lehman Brothers Inc. to act as the Dealer Manager
for the tender offer and Solicitation Agent for the consent
solicitation.  Persons with questions regarding the tender offer
and the consent solicitation should contact Lehman Brothers Inc.
at (800) 438-3242 (toll-free) or (212) 528-7581 (collect).

Requests for documentation may be directed to Global Bondholder
Services Corporation, the Information Agent for the tender offer
and consent solicitation, which can be contacted at (212) 430-3774
(for banks and brokers only) or (866) 470-4200 (for all others
toll-free).

                           About K2 Inc.

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

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

                          *     *     *

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

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


LB COMMERCIAL: Moody's Assigns Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by LB Commercial Mortgage Trust 2007-C3.  The
provisional ratings issued on July 24, 2007 have been replaced
with these definitive ratings:

-- Class A-1, $8,000,000, rated Aaa
-- Class A-1A, $894,617,000, rated Aaa
-- Class A-2, $320,000,000, rated Aaa
-- Class A-3, $71,000,000, rated Aaa
-- Class A-AB, $21,700,000, rated Aaa
-- Class A-4, $568,338,000, rated Aaa
-- Class A-M, $203,379,000, rated Aaa
-- Class A-J, $103,789,000, rated Aaa
-- Class B, $32,338,000, rated Aa1
-- Class C, $32,338,000, rated Aa2
-- Class D, $28,295,000, rated Aa3
-- Class E, $24,254,000, rated A1
-- Class F, $28,296,000, rated A2
-- Class X, $3,233,794,172*, rated Aaa
-- Class A-2FL, $110,000,000, rated Aaa
-- Class A-4FL, $170,000,000, rated Aaa
-- Class A-MFL, $20,000,000, rated Aaa
-- Class A-JFL, $163,000,000, rated Aaa
-- Class G, $40,422,000, rated A3
-- Class H, $36,380,000, rated Baa1
-- Class J, $28,296,000, rated Baa2
-- Class K, $32,338,000, rated Baa3
-- Class L, $20,211,000, rated Ba1
-- Class M, $12,127,000, rated Ba2
-- Class N, $4,042,000, rated Ba3
-- Class P, $8,085,000, rated B1
-- Class Q, $8,084,000, rated B2
-- Class S, $8,084,000, rated B3

*Approximate notional amount

Moody's assigned definitive ratings to these additional class of
certificates:

-- Class A-MB, $100,000,000, rated Aaa
-- Class A-4B, $100,000,000, rated Aaa


MEDICALCV INC: Lurie Besikof Raises Going Concern Doubt
-------------------------------------------------------
Minneapolis-based Laurie Besikof Lapidus & Company LLP expressed
substantial doubt about MedicalCV, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended April 30, 2007, and 2006.  The
auditing firm said, "The Company has incurred operating losses and
negative cash flows from operations in recent years and will
require additional funds to finance its working capital and
capital expenditure needs."

The company posted a $12,716,286 net loss on $29,610 of total
revenues for the year ended April 30, 2007, as compared with
$9,232,390 in net income on zero revenue in the prior year.

At April 30, 2007, the company's balance sheet showed $10,471,944
in total assets, $7,829,799 in total liabilities and $2,642,145 in
stockholders' equity.

For the year ended April 30, 2007, the company's net cash used by
operating activities increased to $10,510,576 from $5,859,025 in
the prior year and net cash used by investing activities increased
to $169,044 from $3,611.  Net cash provided by financing
activities decreased to $9,279,033 for the year ended April 30,
2007, from $5,576,410 in the prior year.

                     Business Transactions

On June 15, 2007, the company entered into a Secured Note Purchase
Agreement with Whitebox Advisors LLC, a beneficial owner of more
than 10% of the company's common stock, Potomac Capital
Management, LLC, a beneficial owner of more than 5% of the
company's common stock, and certain other accredited investors for
the issuance and sale of an aggregate of $4,500,000 of 11% Secured
Promissory Notes and warrants for the purchase of an aggregate of
674,998 shares of the company's common stock

The company entered into an amendment to the purchase agreement
with Whitebox dated April 20, 2007, and an amendment to the
warrant agreement with Whitebox dated April 20, 2007.

On June 28, 2007, the company entered into an amendment to the
employment agreement of Eapen Chacko, the company's Vice
President, Finance and Chief Financial Officer, to reflect the
mutual decision reached concerning Mr. Chacko's departure from the
company.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?1af0

                     About MedicalCV Inc

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
(NasdaqGS: MDCV)  -- http://www.medicalcvinc.com/-- manufactures  
cardiothoracic surgery devices.  Previously, its primary focus was
on heart valve disease.  It developed and marketed mechanical
heart valves known as the Omnicarbon 3000 and 4000.  In November
2004, after an exhaustive evaluation of the business, MedicalCV
decided to explore options for exiting the mechanical valve
business.  The company intends to direct its resources to the
development and introduction of products targeting treatment of
atrial fibrillation.


MXENERGY HOLDINGS: Amends Floating Rate Senior Notes Tender Offer
-----------------------------------------------------------------
MxEnergy Holdings Inc. has revised terms for its cash tender offer
to purchase any and all of its outstanding Floating Rate Senior
Notes due 2011 (CUSIP Number 62846X AA 3).

In conjunction with the tender offer, MXenergy is soliciting
consents from holders of the Notes to effect certain proposed
amendments to the indenture governing such Notes.  The tender
offer and consent solicitation are being made pursuant to an
Amended and Restated Offer to Purchase and Consent Solicitation
Statement, dated as of July 30, 2007, and a Letter of Transmittal
and Consent, dated as of June 22, 2007.

The tender offer will expire at midnight, New York City time, on
Sept. 14, 2007, unless extended or earlier terminated.  The
consent solicitation will expire at 5:00 p.m., New York City time,
on Aug. 1, 2007, unless extended.
    
Holders who have already validly tendered, and who have not
validly withdrawn, their Notes need not take any additional action
to participate in the tender offer and the consent solicitation.

Holders who wish to tender their Notes and deliver their consents
in the tender offer and the consent solicitation may do so in
accordance with the procedures described in the Offer to Purchase
and Consent Solicitation Statement, using the Letter of
Transmittal and other forms provided by the company.
    
The company has initiated an auction process with the goal of
identifying a prospective purchaser of all or substantially all of
the stock of the company and thereafter entering into a definitive
merger agreement pursuant to which the prospective purchaser will
acquire all or substantially all of the stock of the company.

MXenergy does not expect to complete the auction process or
identify a prospective purchaser until after the Consent Deadline.

In determining whether it is in the best interests of the
company's stockholders for the company to enter into a Merger
Agreement, the board of directors of the company will consider a
number of factors, including the outcome of the tender offer and
the consent solicitation.
    
The total consideration to be paid for Notes that are validly
tendered and not validly withdrawn on or prior to the Consent
Deadline will be equal to $1,110 for each $1,000 in principal
amount of Notes, plus (i) accrued and unpaid interest on such
principal amount of Notes to, but not including, the settlement
date, (ii) additional interest on such principal amount of Notes
pursuant to the registration rights agreement relating to
such Notes and (iii) additional consideration, based on the
company's enterprise value as of the date of the Merger Agreement,
as more fully described in the Offer to Purchase and Consent
Solicitation Statement.
    
The total consideration includes a consent payment of $30 for each
$1,000 in principal amount of the Notes to holders who validly
tender their Notes and provide their consents to the proposed
amendments to the indenture governing the Notes prior to the
Consent Deadline. Subject to the satisfaction of certain
conditions, $10 of the Consent Payment will be payable on Nov. 1,
2007 if the company elects to extend the Expiration Date to any
date on or between Nov. 1, 2007 and Dec. 31, 2007 and $10 of the
Consent Payment will be payable on Jan. 1, 2008, if the company
elects to extend the Expiration Date to any date on or between
Jan. 1, 2008 and March 31, 2008.

If the Initial Consent Payment and/or the Second Consent Payment
are made, the remaining portion of the Consent Payment will be
payable on the settlement date.

Holders of Notes tendered after the Consent Deadline will not
receive a consent payment.  Notes tendered on or prior to the
Consent Deadline may be validly withdrawn and the related consents
may be revoked at any time on or prior to the Consent Deadline.
Tendered Notes and delivered consents may not be validly withdrawn
or validly revoked after the Consent Deadline except under certain
limited circumstances.

The proposed amendments to the indenture governing the Notes
would:

   1) provide holders of the Notes with additional registration
      rights substantially similar to those rights set forth in
      the Registration Rights Agreement if MXenergy terminates the
      tender offer after the completion of its offer to exchange
      Notes registered pursuant to the Securities Act of 1933, as
      amended, for outstanding Notes not registered pursuant to
      the Securities Act;

   2) eliminate substantially all of the restrictive covenants in
      the indenture;

   3) eliminate certain events of default in the indenture; and

   4) amend certain other provisions contained in the indenture.

Adoption of the proposed amendments requires the consent of the
holders of at least a majority of the aggregate principal amount
of the Notes.  Holders may not deliver consents to the proposed
amendments without validly tendering their Notes in the tender

offer, and holders may not revoke their consents to the proposed
amendments without withdrawing their previously tendered Notes
from the tender offer.
    
The tender offer is subject to several conditions, including:

   a) the consummation of the Merger;
   b) a minimum tender condition;
   c) MXenergy's receipt, on or prior to the Consent Deadline,
      of the appropriate waivers from the lenders and hedge
      provider, as applicable, under (A) the First Amended and
      Restated Credit Agreement, dated as of Aug. 1, 2006, by and
      among MxEnergy Inc., MxEnergy Electric Inc., the guarantors
      party thereto, the lenders party thereto, Societe Generale
      and Wachovia Bank, N.A. and (B) the Master Transaction
      Agreement, dated as of August 1, 2006, by and among Societe
      Generale, MxEnergy Inc. and the guarantors party thereto,
      enabling MXenergy to execute the supplemental indenture and
      consummate the tender offer;
   d) the receipt of requisite consents and execution of a
      supplemental indenture; and
   e) MXenergy's receipt of proceeds from the Merger or one or
      more financing transactions that are sufficient to pay the
      total consideration for the Notes accepted in the tender
      offer and all related costs and expenses of the tender offer
      and the consent solicitation.  

MXenergy may amend, extend or terminate the tender offer and
consent solicitation in its sole discretion.  The tender offer may
not be extended beyond March 31, 2008.
    
Persons with questions regarding the offer and the consent
solicitation should contact Morgan Stanley & Co. Incorporated, the
Dealer Manager and Solicitation Agent, at (800) 624-1808 or (212)
761-1864, or Global Bondholder Services Corporation, the
Information Agent, at (866) 470-3800 or (212) 430-3774.
    
                   About MxEnergy Holdings Inc.

Headquartered in Connecticut, MxEnergy Holdings Inc. --
http://www.mxholdings.com/-- is a retail natural gas supplier  
serving more than 500,000 customers in 30 utility territories in
the United States and Canada.  Founded in 1999 to provide natural
gas and electricity to consumers in deregulated energy markets,
Mxenergy helps residential customers and business owners control
their energy bills by providing both fixed and variable rate
plans.

                          *     *     *

Moody's Investor Services assigned B3 on MxEnergy Holdings Inc.'s
probability of default in September 2006.


NEW 118TH: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: New 118th LLC
                160 East 58th Street
                5th Floor
                New York, NY 10022

Case Number: 07-12333

Other Alleged Debtor-affiliates:

      Entity                   Case No.
      ------                   --------
      HWJ 152 Corp.            07-12334
      KG 179 Corp.             07-12335
      KG Audobon, Inc.         07-12336
      MDI 176 Corp.            07-12337
      72 Pinehurst Corp.       07-12338
      MDI 168 Corp.            07-12339
      MDI 507/509 LLC          07-12340
      KGP 180 LLC              07-12341
      MDI 234-236 LLC          07-12342
      MIDD 159th LLC           07-12343
      KG 184th LLC             07-12344
      MDI 190 LLC              07-12346
      MDI 188 LLC              07-12347
      MDI 515 LLC              07-12348
      KGP 520 LLC              07-12350

Involuntary Petition Date: July 30, 2007

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioners' Counsel: Joseph Corneau, Esq.
                      Tracy L. Klestadt, Esq.
                      Klestadt & Winters, LLP
                      292 Madison Avenue, 17th Floor
                      New York, NY 10017
                      Tel: (212) 972-3000
                      Fax: (212) 972-2245

Petitioners claiming promissory notes and unrecorded mortgages
from Debtors:

A. Petitioners for New 118th LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $100,000
P.O. Box 7444
Daytona Beach, FL 32116

Louis P. Samuels Revocable Trust               $100,000
3000 North Atlantic Avenue
Daytona Beach, FL 32118

Judith B. Karges                                $30,000
2062 South Halifax Drive
Daytona Beach, FL 32118

Budd S. Schwartz 1997 Irrevocable Trust         $14,000
5 Hills Lane
Westport, CT 06880

B. Petitioners for HWJ 152 Corp.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Judith B. Karges                               $200,000

M. Salvioli Trust                              $164,000

Evelyn Sacks Revocable Trust                   $100,000
3 Oceans West Boulevard
Daytona Beach Shores, FL 32118

Louis P. Samuels Revocable Trust                $50,000               

C. Petitioners for KG 179 Corp.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Judith B. Karges                               $400,000

Louis P. Samuels Revocable Trust               $100,000

Larry Frank                                     $50,000
127 Buckskin Lane
Ormond Beach, FL 32174

M. Salvioli Trust                               $30,000

Budd S. Schwartz 1997 Irrevocable Trust         $20,000

D. Petitioners for KG Audobon, Inc.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Judith B. Karges                               $200,000

Louis P. Samuels Revocable Trust               $100,000

Evelyn Sacks Revocable Trust                    $75,000

M. Salvioli Trust                               $57,000

Larry Frank                                     $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $5,000

E. Petitioners for MDI 176 Corp.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $100,000

Louis P. Samuels Revocable Trust                $90,400

Evelyn Sacks Revocable Trust                    $75,000

Judith B. Karges                                $50,000

Larry Frank                                     $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $6,050

F. Petitioners for 72 Pinehurst Corp.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $200,000

Judith B. Karges                               $100,000

Evelyn Sacks Revocable Trust                    $70,000

Larry Frank                                     $50,000

Richard G. Rogers                               $50,000
577 Pelican Bay Drive
Daytona Beach, FL 32119

Budd S. Schwartz 1997 Irrevocable Trust          $6,050

G. Petitioners for MDI 168 Corp.:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                        Unknown
1775 Broadway, Suite 532
New York, NY 10019

M. Salvioli Trust                               Unknown

Larry Frank                                     Unknown

Louis P. Samuels Revocable Trust                Unknown

Richard G. Rogers                               Unknown

Budd S. Schwartz 1997 Irrevocable Trust         Unknown

H. Petitioners for MDI 507/509 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $200,000

Evelyn Sacks Revocable Trust                   $100,000

Richard G. Rogers                               $80,000

Louis P. Samuels Revocable Trust                $75,000

Larry Frank                                     $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $5,000

I. Petitioners for KGP 180 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $200,000

Louis P. Samuels Revocable Trust               $100,000

Evelyn Sacks Revocable Trust                   $100,000

Judith B. Karges                               $100,000

Richard G. Rogers                               $80,000

Larry Frank                                     $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $6,000

J. Petitioners for MDI 234-236 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
M. Salvioli Trust                              $200,000

Larry Frank                                    $100,000

Louis P. Samuels Revocable Trust               $100,000

Judith B. Karges                                $50,000

Richard G. Rogers                               $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $5,000

K. Petitioners for MIDD 159th LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                       $100,000

M. Salvioli Trust                              $214,809

Larry Frank                                    $100,000

Louis P. Samuels Revocable Trust               $100,000

Judith B. Karges                                $50,000

Richard G. Rogers                               $90,000

Budd S. Schwartz 1997 Irrevocable Trust         $25,000

L. Petitioners for KG 184th LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                       $500,000

Larry Frank                                    $150,000

Louis P. Samuels Revocable Trust               $100,000

Evelyn Sacks Revocable Trust                    $50,000

Richard G. Rogers                               $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $5,000

M. Petitioners for MDI 190 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                     $1,000,000

Larry Frank                                    $100,000

Louis P. Samuels Revocable Trust               $100,000

Evelyn Sacks Revocable Trust                    $50,000

N. Petitioners for MDI 188 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                       $500,000

Larry Frank                                    $100,000

Louis P. Samuels Revocable Trust               $100,000

Richard G. Rogers                               $50,000

O. Petitioners for MDI 515 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Crestwood Associates LLC                       $100,000
1775 Broadway, Suite 532
New York, NY 10019

Larry Frank                                    $100,000

Louis P. Samuels Revocable Trust                $50,000

Richard G. Rogers                               $50,000

Budd S. Schwartz 1997 Irrevocable Trust         $10,000

P. Petitioners for KGP 520 LLC:
         
   Petitioners                             Claim Amount
   -----------                             ------------
Joremi Enterprises, Inc.                       $400,000

Larry Frank                                     $50,000

Louis P. Samuels Revocable Trust                $50,000

Evelyn Sacks Revocable Trust                    $50,000

Richard G. Rogers                               $50,000

Budd S. Schwartz 1997 Irrevocable Trust          $7,500


NORTHWEST AIRLINES: Reports $2.15 Billion Profit in Second Quarter
------------------------------------------------------------------
Northwest Airlines Corporation (NYSE: NWA) reported on Tuesday net
profit of $2.15 billion for the second quarter of 2007.  This
compares to a second quarter 2006 net loss of $285 million.
Excluding reorganization items, Northwest reported a second
quarter pre-tax profit of $273 million, compared to a pre-tax
profit of $179 million in the second quarter of last year.

Excluding reorganization items and a $6 million out of period
mark-to-market loss on fuel hedges, Northwest reported an 8.8%  
second quarter pre-tax margin.  For the first half of 2007,
Northwest reported a $373 million pre-tax profit before
reorganization items.

Doug Steenland, president and chief executive officer, said, "Our
second quarter financial results are evidence of the results of
our restructuring.  Northwest is well positioned to generate
sustained profitability and steady earnings growth for the long
term.  However, our operational performance in June and July has
been unacceptable and we must restore NWA to its historical
position as one of the most reliable airlines in the industry.  
Our immediate focus is to restore operational reliability."

"We sincerely apologize for the inconvenience these cancellations
have caused our customers.  We are confident that the measures we
are taking will result in materially better operational
performance during the coming months," Steenland said.  "We
realize that the recent operational challenges have been difficult
for our employees and we thank them for their tireless efforts to
assist our customers."

                            OPERATIONS

During the latter part of June, Northwest experienced numerous
flight cancellations caused by summertime thunderstorms on the
east coast and at several Northwest hubs, air traffic control
congestion, and increased pilot absenteeism.  The airline
experienced another significant increase in flight cancellations
over the past weekend, which were caused largely by an increase in
pilot absenteeism.

Northwest is taking a series of actions to improve its operational
reliability.  These include short-term measures to minimize the
risk of additional disruptions in August, and systemic operational
adjustments to address concerns raised by Northwest pilots:

  * For August, to create additional reserves and reduce the
    maximum number of hours that our narrowbody pilots will be
    asked to fly, Northwest reduced the month's schedule by 4%.
    The maximum hours for all narrowbody aircraft pilots in August
    will be 86, as compared to 88 or 90 hours in June.
   
  * Beginning in August, Northwest is reducing the number of long
    trips in certain fleet types and changing the way we build
    trips to and from large East Coast cities.  This will minimize
    the impact on the entire system when delays occur due to bad
    weather and air-traffic control congestion.

  * As of August 1, all furloughed pilots wishing to return to  
    Northwest will have received their official training date,   
    producing some of the highest numbers of reserve pilots in
    recent history.
    
  * Once we have recalled all of the eligible pilots from
    furlough, we will begin hiring new pilots.  To date, we have
    received several hundred expressions of interest from pilots
    wishing to work for Northwest.

  * We reached an agreement with our pilots through which, in
    exchange for the settlement of certain grievance issues, we
    modified several contractual provisions, which will improve
    the pilot bidding process.  These changes are being
    implemented and will be in full effect by October.
    
  * We are currently in discussions with the Air Line Pilots
    Association (ALPA) about other steps we could take to address
    pilot concerns and improve the reliability of the operation.
   
  * Spare international widebody aircraft are being redeployed on
    domestic routes.
    
  * We have improved processes and technology to make customers
    aware of flight changes as far in advance as possible.

                      FRESH-START REPORTING

Upon emergence from bankruptcy on May 31, 2007, the company
adopted fresh start reporting.  Under fresh start reporting,
Northwest revalued its assets and liabilities to estimated market
values.  In addition to these fair value adjustments, the company
changed its presentation of certain regional carrier-related
revenue and expense items, acquired Mesaba Aviation, and changed
its policies pertaining to the accounting for frequent flyer
obligations and breakage of passenger tickets.  These non-cash
adjustments affected Northwest's balance sheet, statement of
operations, and statement of cash flows.  As a result, Northwest's
financial statements on and after June 1, 2007 are not comparable
to its previously issued financial statements.

                    FINANCIAL RESULTS SUMMARY

Operating revenues in the second quarter decreased 3.3% versus the
second quarter of 2006 to $3.18 billion.  Excluding fresh-start
adjustments, system consolidated passenger revenue increased 0.1%
to more than $2.8 billion on 0.9% higher available seat miles
(ASMs).  Consolidated revenue per available seat mile decreased by
0.8% for the second quarter versus last year.

Operating expenses in the quarter decreased 5.7% year-over-year to
$2.82 billion, while mainline cost per available seat mile (CASM),
excluding fuel, decreased by 5.2% on 1.6% more ASMs.

The pre-tax impact of the operational disruptions in the second
quarter is estimated to be approximately $25 million.

During the second quarter, fuel averaged $2.04 per gallon,
excluding taxes and non-cash mark-to-market expenses related to
future period contracts, down 2.7 percent versus the second
quarter of last year.

Dave Davis, executive vice president and chief financial officer,
said, "In the second quarter, we continued to realize the benefits
of our cost restructuring as evidenced by a five percent reduction
in mainline CASM, excluding fuel.  This is the best performance in
the industry.  Continued focus on cost control, combined with
prudent investment in our product and a return to running a
reliable operation, will allow NWA to continue to achieve strong
financial results."

Northwest's quarter-ending unrestricted cash and short-term
investments balance was $3.3 billion.  Including $706 million of
restricted cash, the total cash balance was $4 billion.

                     SIGNIFICANT DEVELOPMENTS

Discussing the company's emergence from bankruptcy, Steenland
added, "Northwest has achieved the key objectives of its
restructuring plan including a competitive cost structure and one
of the strongest balance sheets in the industry.  Standard & Poors
and Moody's have assigned Northwest B+ and B1 corporate credit
ratings, respectively, which are the highest ratings among network
carriers."

Since the start of the second quarter of 2007, these were among
the significant developments at NWA:

  * The company emerged from bankruptcy on May 31.  That day,
    seventeen Northwest Airlines employees rang the opening bell
    at the New York Stock Exchange and the company's new common
    stock "NWA" began trading.

  * In early July, Northwest distributed to flight attendants the
    proceeds that were generated from the sale of a $182 million
    unsecured claim that was included in the Association of Flight
    Attendants' approved labor contract.  The allocation completed
    the sale of contract employees' unsecured claims negotiated
    during the carrier's Chapter 11 restructuring, totaling
    $1.25 billion for all labor groups.  The total dollar amount
    paid to contract employees was $960 million.  "When we
    originally negotiated the claims, the expected sale price was
    15 cents on the dollar, which implied a total claims value of
    $180 million.  Instead, as a result of our successful
    restructuring, those unsecured claims are worth $960 million,
    a $780 million improvement over what was expected," Steenland
    added.  The claims were in addition to a separate gain-sharing
    program that will see contract employees and non-executive
    salaried staffs receive an additional $500 million in profit
    sharing through the end of 2010 as Northwest achieves its
    business plan targets.  For the first half of 2007, Northwest
    accrued $33 million in profit sharing.  "Claims sales and
    gainsharing are allowing Northwest employees to share in the
    airline's continued success.  In addition, Northwest completed
    its Chapter 11 process without having to terminate its
    employee pension plans," he said.

  * The airline is continuing to take delivery of Airbus A330 and
    76-seat regional jetliners as part of its $6 billion
    international and domestic fleet renewal program.  Next year,
    Northwest will be the first airline in North America to begin
    passenger service with the new, long-range Boeing 787.  "As we
    move forward, NWA will continue to see increased benefits from
    its fleet renewal program which will significantly improve the
    travel experience for our customers and the profitability of
    the airline," Steenland added.

  * The company achieved numerous milestones in launching its  
    wholly-owned 76-seat regional jet operations including:
    
    1. In early April, Compass Airlines won final Federal Aviation
       Administration approval to begin commercial operations.
       
    2. In late April, Mesaba Aviation was acquired by the company
       and became a wholly-owned subsidiary.

    3. Seven 76-seat dual-class regional jets were delivered,
       including six Bombardier next-generation CRJ-900 aircraft
       and one Embraer 175 aircraft, towards a total of 72, 76-
       seat regional jet aircraft by the end of 2008.
    
  * In late June, Northwest, along with SkyTeam carriers Air
    France, Alitalia, CSA Czech Airlines, Delta Air Lines, and KLM
    Royal Dutch Airlines applied to the U.S. Department of
    Transportation (DOT) for antitrust immunity on transatlantic
    flights.  Delta currently has antitrust immunity with Air
    France, Alitalia and CSA, while Northwest has antitrust
    immunity with KLM.  Included in the application is a joint
    venture agreement between Air France, Delta, KLM and Northwest
    that would create a comprehensive and integrated partnership
    among the four SkyTeam members across the Atlantic.  A more
    integrated SkyTeam alliance offers significant advantages to
    consumers, including more choice in flight schedules, travel
    times, services and fares.

  * In mid-July, Northwest applied to the DOT for new rights to
    operate nonstop service between Detroit and Shanghai and
    Detroit and Beijing.  The application is in response to the  
    new landmark aviation agreement with China that provides for
    additional service between the two countries.  The U.S.
    government plans to award six new routes between 2007 and
    2009.  "Northwest has a long history of serving China and it
    wants to begin new service there as soon as possible,"
    Steenland said.  "Northwest's WorldGateway hub at Detroit is
    one of the top airport facilities in the world and it offers
    an unmatched combination of broad network coverage of the
    entire eastern half of the United States and convenient direct
    routings."

  * During the second quarter, NWA began operating modified Boeing
    757-200s as part of its transatlantic operation.  These
    aircraft feature a new two-class 160-seat cabin and fuel-
    efficient winglets.

  * Northwest Airlines in the second quarter continued to champion
    online innovation by becoming the first airline to provide
    customers functionality to purchase tickets, check in for
    flights, and complete any transaction on its nwa.com website
    by using any web-enabled handheld device or wireless browser,
    such as Blackberrys, Treos and web-based cell phones.  In late
    June, Northwest became the first airline to offer PayPal as a
    method of payment on nwa.com.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.
When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Standard & Poor's Ratings Services raised its ratings on certain
enhanced equipment trust certificates of Northwest Airlines Inc.
(B+/Stable/--) and removed the ratings from CreditWatch.

Certain other ratings were withdrawn or remain on CreditWatch, and
ratings of 'AAA' rated, insured EETCs, which were not on
CreditWatch, were affirmed.

As reported in the Troubled Company Reporter on June 4, 2007,  
Standard & Poor's Ratings Services raised its ratings on Northwest
Airlines Corp. and its Northwest Airlines Inc. subsidiary,
including raising the long-term corporate credit ratings on both
entities to 'B+' from 'D', following their emergence from Chapter
11 bankruptcy proceedings.  The rating outlook is stable.

In addition, S&P assigned a 'BB-' bank loan rating, one notch
above the corporate credit rating, with a '1' recovery rating, to
Northwest Airlines Inc.'s $1.225 billion bankruptcy exit
financing, based on S&P's expectation of a full recovery of
principal in the event of a second Northwest bankruptcy.   That
bank facility converted from a debtor-in-possession credit
facility; S&P withdrew the 'BBB-' rating on the DIP facility.


NORTHWESTERN CORP: S&P Affirms BB+ Rating and Removes Neg. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on electric and natural gas utility
NorthWestern Corp. and removed it from CreditWatch, where it was
placed with negative implications on April 26, 2006.  The outlook
is stable.
     
Sioux Falls, South Dakota-based NorthWestern had $730 million of
total debt, including long-term capital leases, as of March 31,
2007.
     
The CreditWatch removal and rating affirmation reflects the
termination by Babcock & Brown Infrastructure Ltd. of its recently
pending $2.2 billion acquisition of NorthWestern following a
Montana Public Service Commission ruling.
     
The rating on the company also reflects improving financial
measures of the regulated utility.  For the 12 months ended
March 31, 2007, funds from operations interest coverage was 2.3x,
FFO to total debt was 18%, and total debt to total capital was
56%.  Although financial measures have been improving, the
company's financial policy is aggressive, as reflected by the
significantly higher debt leverage that was proposed as part of
the BBI transaction.
     
The stable outlook on NorthWestern reflects a regulated electric
and natural gas utility that will most likely invest in capital-
spending projects over the next several years.  S&P's expectation
is that credit protection measures over the intermediate term will
support the current rating.  S&P expect greater cash flow
stability, given that many legacy issues have been resolved.
      
"If business risk increases materially due to increased
unregulated operations or the financial profile weakens, we will
revise the outlook to negative and the rating could be lowered,"
said Standard & Poor's credit analyst Gerrit Jepsen.  "The outlook
could be revised to positive if a track record is established,
indicating a less-aggressive financial policy and financial
measures continue to improve and stabilize through any
capital-spending program," he continued.


OUR LADY OF MERCY: Court OKs Donlin as Panel's Communication Agent
------------------------------------------------------------------
The Honorable Robert E. Gerber of the United States Bankruptcy
Court for the Southern District of New York gave the Official
Committee of Unsecured Creditors in Our Lady of Mercy Medical
Center and its debtor-affiliates' bankruptcy cases permission
to employ Donlin Recano & Company Inc. as its communications
agent.

As the Committee's communications agent, the firm will establish a
website to make certain non-confidential information available to
the general unsecured creditors.

In addition, the committee will establish an email address to
allow the unsecured creditors to send questions and comments in
connection with the Debtors' Chapter 11 cases.

The Committee did not disclosed the firm's compensation rates.

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

Mr. Recano can be reached at:
    
     Louis A. Recano
     Donlin Recano & Company Inc.
     419 Park Avenue South
     New York, New York 10016
     Tel: (212) 481-1411
     Fax: (212) 481-1416
     http://www.donlinrecano.com/

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The        
medical center is a member of the Montefiore Health System and
is a University affiliate of New York Medical College.  The
company and its debtor-affiliate, O.L.M. Parking Corporation,
sought chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut,
Segal & Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild
& Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PEOPLE'S CHOICE: Deutsche Bank Wants Stay Lifted to Pursue Suit
---------------------------------------------------------------
Deutsche Bank National Trust Company asks the U.S. Bankruptcy
Court for the Central District of California to lift the automatic
stay imposed by Section 362 of the Bankruptcy Code against
People's Choice Home Loan Inc. to allow Deutsche Bank to
adjudicate the merits and enforce through judgment their separate
State Court action entitled Deutsche Bank National Trust Company,
as Trustee for Long Beach Mortgage Loan Trust 2005-WL3 v. William
W. Mendez aka William Mendez; Robert Churchill; People's Choice
Home Loan, Inc.; Unknown Owners and Nonrecord Claimants, Circuit
Court of Cook County, State of Illinois, County Department -
Chancery Division, Case No. 06CH11085.

The procedural history of the State Court Action:

  a) On June 5, 2006, Deustche Bank filed a complaint against
     the defendants alleging once cause of action to foreclose
     mortgage against the real property located at 15311 Cottage
     Grove Avenue, Dolton, Illinois;

  b) On March 6, 2007, Deutsche Bank filed a motion for leave to
     file amended complaint to quiet title and to foreclose a
     mortgage;

  c) At the hearing on March 13, 2007, the motion for leave to
     amend was granted.  The amended complaint was not filed
     before the Petition Date; and

  d) On March 20, 2007, PCHLI filed for Chapter 11.

Darlene C. Vigil, Esq., at Wright, Finlay & Zak, LLP, in Newport
Beach, California, tells the Court that cause exists and the stay
should be terminated pursuant to Section 362(d)(1).  The Debtor
is a holder of an alleged lien against the subject property
junior and subordinate to Deutsche Bank's interest, she adds.

                      About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski Stang Ziehl Young
Jones & Weintraub LLP, represents the Debtors.  Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  At March 31, 2006, the Debtors' balance sheet showed
total assets of $4,711,747,000 and total debts of $4,368,966,000.  
The Debtors' have asked the Court to extend their exclusive period
to file a chapter 11 plan expires to Sept. 28, 2007.  (People's
Choice Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PILGRIM'S PRIDE: Earns $62.6 Million in Quarter Ended June 30
-------------------------------------------------------------
Pilgrim's Pride Corporation reported net income of $62.6 million
on record sales of $2.12 billion for the third fiscal quarter
ended June 30, 2007.  For the third quarter of fiscal 2006, the
company reported a net loss of $20.5 million on total sales of
$1.29 billion.

"We are pleased with our improved financial performance in the
third quarter, particularly in light of continued high costs for
feed ingredients," O.B. Goolsby Jr., Pilgrim's Pride president and
chief executive officer, said.  "Our return to profitability is a
direct result of improved pricing driven by industry-wide
production cuts implemented earlier this year, coupled with strong
demand for our products, particularly in the consumer retail
segment.  As a result of these higher selling prices for our
products, we were able to offset the impact of higher corn and
soybean meal costs."

Mr. Goolsby also said the company's Mexico operations returned to
profitability in the third quarter.

He also said the company continues to make good progress with the
Gold Kist integration.  Through the end of the third fiscal
quarter, the company had realized approximately $48 million in
annualized cost savings -- well ahead of its previously forecasted
schedule of $25 million by the end of September.

"Our employees are making good progress in identifying
opportunities to improve our combined businesses," Mr. Goolsby
said.  "Together they are working on a wide variety of projects
that will help us operate more efficiently and deliver improved
service to our customers.  In some cases, we've been able to
capture synergy savings ahead of schedule, while in other cases
the project timelines have been adjusted to meet the demands of
our business.  In total, however, I'm now confident that we'll be
able to exceed our previously announced synergy savings target of
$100 million and believe that our annual run rate is likely to be
closer to $150 million by January 2008."

Looking ahead, he believes that feed-ingredient costs will
continue to pose one of the biggest operating challenges for the
U.S. chicken industry.

"There is no question that high feed costs are with us for the
long-term, thanks to what many believe is the nation's misguided
public policy that subsidizes production of corn-based ethanol,"
Mr. Goolsby said.  "It's important to note that next year the
agriculture industry once again will have to find millions of
additional acres for corn -- on top of this year's record
plantings -- just to meet increased production demand for ethanol.  
While American consumers may one day realize some marginal benefit
from cheaper prices at the fuel pump, they undoubtedly will
continue to pay more for food items at their neighborhood grocery
store or favorite restaurant."

For the nine months ended June 30, 2007, the company reported
net income of $13.8 million on record sales of $5.45 billion.  
Included in these results were charges of $14.5 million,
$9.1 million, related to the early extinguishment of debt
incurred by the company in connection with the financing for
the Gold Kist acquisition.  For the first nine months of fiscal
2006, Pilgrim's Pride reported a net loss of $26.7 million on
sales of $3.9 billion.

                       About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,    
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                          *     *     *

Pilgrim's Pride Corp. carries Moody's Investors Service's B1
senior unsecured credit rating, B2 senior subordinated notes, and
Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.  
The outlook on all ratings is stable.

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.


PINE MOUNTAIN: Moody's Rates $3.7 Million Class E Notes at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned the following ratings to Notes
issued by Pine Mountain CDO III Ltd:

-- Aaa to up to $230,000,000 Total Return Swap between Deutsche
    Bank AG London Branch and the Issuer.

-- Aaa to up to $230,000,000 Class A-1 Floating Rate Notes Due
    July 7, 2047;

-- Aaa to the $20,000,000 Class A-2 Floating Rate Notes Due
    July 7, 2047;

-- Aaa to the $90,000,000 Class A-3 Floating Rate Notes Due
    July 7, 2047;

-- Aaa to the $41,250,000 Class A-4 Floating Rate Notes Due
    July 7, 2047;

-- Aa2 to the $45,000,000 Class B Floating Rate Notes Due
    July 7, 2047;

-- A2 to the $22,500,000 Class C Deferrable Interest Floating
    Rate Notes Due July 7, 2047;

-- Baa2 to the $25,000,000 Class D Deferrable Interest Floating
    Rate Notes Due July 7, 2047; and

-- Ba1 to the $3,750,000 Class E Deferrable Interest Floating
    Rate Notes Due July 7, 2047.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of mostly credit default
swaps of asset-backed securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Smith Breeden Associates, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


POST PROPERTIES: Earns $62 Million in Second Quarter of 2007
------------------------------------------------------------
Post Properties, Inc. reports net income available to common
shareholders of $62 million for the second quarter of 2007,
compared to $12.1 million for the second quarter of 2006.

Net income available to common shareholders was $84.6 million for
the six months ended June 30, 2007, compared to $15 million for
the six months ended June 30, 2006.

The company's reported net income for the six months ended
June 30, 2007 included a net gain on the sale of an apartment
community in the first quarter of about $16.7 million, as well as
gains of about $55.3 million on the sale of a 75% interest in two
apartment communities converted to joint venture ownership in the
second quarter.

FFO for the second quarter of 2007 totaled $22.1 million, or $0.49
per diluted share, compared to $22.1 million, or $0.50 per diluted
share, for the second quarter of 2006.

The company's reported FFO for the second quarter of 2007 included
a gain of about $1.7 million, or $0.04 per diluted share, on the
sale of a land site in Dallas, Texas, offset by non-cash
compensation expense of about $0.9 million.

FFO for the six months ended June 30, 2007 totaled $42.8 million
compared to $42.1 millionfor the first half of 2006.

The company's reported FFO for the six months ended June 30, 2007
included net gains of about $3.9 million on the sale of land sites
in Atlanta, Georgia and Dallas, Texas.

David Stockert, CEO and President of Post Properties, said, "We
are pleased with results for the second quarter.  Apartment market
conditions remain favorable, our condominium business produced
solid results and we grew our development pipeline, commencing two
new projects.  We also expanded our private equity base,
strengthened the balance sheet and confirmed the value of the
Postr platform and brand through a new joint venture
relationship."

        Development Activity and Land Acquisitions

In July 2007, the company and its venture partners commenced
construction of a 34-story mixed-use development containing about
411,000 square feet of office space, about 14,000 square feet of
restaurant and retail space and 137 luxury condominium residences
with a total of about 250,000 square feet in Atlanta, Georgia.

The company's proportionate share of the investment in this
venture is currently expected to be about $53.1 million.

In July 2007, the company also announced the start of construction
of Post Walk(R) at Citrus Park Village, a 296-unit resort-style
garden apartment community in Tampa, Florida. The Company's total
investment in this project is currently expected to be about
$41.4 million.

During the second quarter of 2007, the company and its joint
venture partner acquired a third site in the Allen Plaza district
of downtown Atlanta, Georgia along Centennial Olympic Park Drive
for a total investment of about $8.3 million. This approximately 2
acre site is expected to be held for future development.

During the third quarter of 2007, the company acquired a site in
Austin, Texas for a total investment of about $6.4 million.  This
approximately 4 acre site is expected to be redeveloped by the
Company to include about 280 apartment units and about 10,000
square feet of retail amenities.

The company also closed the acquisition of an estimated 0.9 acre
site adjacent to another site in Austin that it acquired in the
first quarter of 2007.

As of June 30, 2007, the company's aggregate pipeline of
development projects under construction was about $395 million.

The company also owns or has under contract land for which it is
in pre-development with respect to about 2,744 rental apartment
units, about 236 for-sale condominium units and about 190,900
square feet of retail amenities. Total projected future
development costs of this pre-development pipeline are estimated
to be about $730 million and construction of these projects is
generally expected to commence within the next 6 to 18 months.

During the second quarter of 2007, the company entered into a
joint venture agreement with an affiliate of Crow Holdings of
Dallas, Texas on two of its garden-style Atlanta, Georgia
apartment communities, totaling 806 units. The Company retained a
25% ownership in the venture.

During the second quarter of 2007, the company also closed the
sale of an estimated 4 acre site in the Addison submarket of
Dallas, Texas for an aggregate gross sales price of about
$3.3 million. The Company realized a gain on the sale of about
$1.7 million.
                  
                    Financing Activity

During the second quarter of 2007, the company repaid about
$25 million of unsecured notes from its unsecured line of credit.

In July 2007, the company repaid $83 million of secured debt with
funds drawn from its unsecured line of credit. The weighted
average interest rate on the debt repaid was about 7.2%.

Total debt and preferred equity as a percentage of undepreciated
real estate assets was 40.6% at June 30, 2007, and variable rate
debt as a percentage of total debt was 5.5% as of that same date.

As of June 30, 2007, the Company had outstanding borrowings of
about $41.3 million on its combined $480 million unsecured lines
of credit.  

                 Third Quarter 2007 Outlook

For the third quarter of 2007, the company expects that net income
available to common shareholders will be in the range of $0.15 to
$0.19 per diluted share and that FFO will be in the range of
approximately $0.47 to $0.50 per diluted share.  A reconciliation
of forecasted net income per diluted share to forecasted FFO per
diluted share for the third quarter of 2007 is included in the
financial data.

The estimates of per share FFO for the third quarter of 2007 are
based on these assumptions:

-- An expected increase in same store NOI of 4.3% to 5.3%,
    compared to the third quarter of 2006, based on:

    i. an increase in same store revenue of 3.9% to 4.4%  

   ii. an increase in same store operating expenses of 2.9% to
       3.4%

-- Sequentially, an expected increase in same store NOI of 1.5%
   to 2.5%, compared to the second quarter of 2007 based on:

   i. an increase in same store revenue of 1.8% to 2.3%  

  ii. an increase in same store operating expenses of 1.7% to 2.2%

iii. Gains from condominium sales, net of provision for income  
      taxes, of approximately $0.04 to $0.06 per diluted share
  
-- In the aggregate, general and administrative, investment and
    development costs and property management expenses are
    expected to be flat to slightly lower in the third quarter of
    2007, compared to the second quarter of 2007
  
-- Lease-up deficits attributable to the initial lease up of the
    newly developed projects of about $0.02 per diluted
    share

                        About Post Properties

Based in Atlanta, GA, Post Properties, Inc. (NYSE:PPS)
-- http://www.postproperties.com/-- is a self-administrated and  
self-managed equity real estate investment trust.  The company,
along with its subsidiaries, develops, owns and manages upscale
multi-family apartment communities in selected markets in the
United States. The company, through its subsidiaries, is the
general partner and owns a majority interest in Post Apartment
Homes, L.P., which through its subsidiaries, conducts
substantially all of the operations of the company.

                          *     *     *

As of August 1, 2007, the company holds Moody's Ba1 cumulative
preferred and non-cumulative preferred.  The outlook is positive.


PREMIER ENTERTAINMENT: Court Approves Plan of Reorganization
------------------------------------------------------------
Premier Entertainment Biloxi LLC dba Hard Rock Hotel & Casino
Biloxi and its wholly owned subsidiary, Premier Finance Biloxi
Corp., obtained an order from the U.S. Bankruptcy Court for the
Southern District of Mississippi approving their Joint Plan of
Reorganization, Bill Rochelle of Bloomberg News reports.

The Debtors' Plan provides for a 100% recovery to all holders of
allowed claims.

Holders of Class 1 Other Priority Claims, Class 2 Secured Tax
Claims, and Class 3 Other Secured Claims will receive the full
amount of their claims.

Peoples Bank of Biloxi, Miss. will receive the principal amount of
its secured claim on the effective date of the Plan plus accrued
interest at 7% rate of interest per annum.  The Debtors estimate
the Bank's claim to be $1,301,042.

The Debtors' secured bond claims are entitled to their ratable
proportion of:

   1) any principal amount of the bonds outstanding on the
      effective date plus accrued interest; and

   2) the amount, if any, of the disputed liquidated damages
      escrow to which bondholders as of the distribution record
      date are entitled.

Holders of General Unsecured Claims will receive cash in an amount
equal to 50% of their allowed claim on the effective date, and the
remaining 50% within 60 days thereafter, or as soon as practicable
after the allowed general unsecured claim becomes an allowed
general unsecured claim.

Class 9 Rank Note Claims will be reinstated under the terms of the
Plan while Class 10 Affiliate Claims will be paid out of available
cash from operations post-effective date.

All equity interests in the Debtors will be unaltered by terms of
Plan.

                           Plan Funding

An exit facility to be provided by BHR Holdings Inc., an affiliate
of the Debtors, will ensure the Debtors' ability to make payments
if the Plan is consummated before the Debtors can generate cash
flow from operations.

                        Cash Collateral Use

Prior to its bankruptcy filing, the Debtors had a secured
financing instrument in place in the form of the 10-3/4% First
Mortgage Notes due 2012, issued pursuant to an indenture dated as
of Jan. 23, 2004, as amended, for $160 million in the aggregate.
U.S. Bank National Association serves as the indenture trustee.

After the devastation caused by Hurricane Katrina, the Debtors
asserted substantial loss claims pursuant to their insurance
policies.  As a result of several insurance settlements,
approximately $160.8 million of insurance proceeds were collected
and deposited with U.S. Bank.  The Debtors made disbursement
requests to U.S. Bank for release of the insurance proceeds in
order to rebuild their resort.  The Debtors were not allowed to
use the insurance proceeds except for limited purposes.  The
Debtors' inability to gain complete access to the insurance
proceeds through negotiation or litigation left the Debtors with
the need for financial reorganization.

                   About Premier Entertainment

Based in Biloxi, Miss., Premier Entertainment Biloxi LLC dba Hard
Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/--   
owns and operates hotels.  The company filed for chapter 11
protection on Sept. 19, 2006 (Bankr. S.D. Ms. Case No. 06-50975).
Nicholas Van Wiser, Esq., and Robert Alan Byrd, Esq., at Byrd &
Wiser, represent the Debtors.  Corby Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $252,862,215 in assets and $226,069,921
in debts.


PRIDE INT'L: Unit Acquires Lexton Drillship Rights for $108.5MM
---------------------------------------------------------------
A subsidiary of Pride International entered into a novation
agreement pursuant to which, for consideration of $108.5 million,
it acquired the rights and obligations of Lexton Shipping Ltd.
under a contract for the construction and sale of an ultra-
deepwater drillship by Samsung Heavy Industries Co., Ltd.

The drillship contract provides for the delivery of the drillship
on or before Feb. 28, 2010, and for the subsidiary's right to
rescind the contract for delays exceeding certain periods.  The
drillship contract novated to the Pride subsidiary provides for
remaining payments by the subsidiary of about $540 million, which
takes into account amounts previously paid by Lexton under the
contract, subject to adjustment for change orders and payable in
installments during the construction process.

In connection with the novation agreement, Pride executed
performance guarantees guaranteeing the obligations of its
subsidiary under the drillship contract and the novation
agreement.

                    About Pride International

Headquartered in Houston, Texas, Pride International Inc.
(NYSE: PDE) -- http://www.prideinternational.com/-- provides       
onshore and offshore contract drilling and related services in
more than 25 countries, operating a diverse fleet of 277 rigs,
including two ultra-deepwater drillships, 12 semisubmersible rigs,
28 jackups, 16 tender-assisted, barge and platform rigs, and 214
land rigs.

                         *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's affirmed Pride International, Inc.'s credit ratings
following the company's announcement of the acquisition of a
newbuild drillship to be delivered in 2010.  

The ratings affirmed include the Ba1 corporate family rating, the
Ba2 rating on Pride's $500 million senior notes due 2014, the Baa2
rating on its $500 million senior secured credit facility and
speculative grade liquidity rating of SGL-2. The outlook is
stable.


PRIMEDIA INC: Prices Cash Tender Offer for 8% Senior Notes
----------------------------------------------------------
PRIMEDIA Inc. has determined the total consideration and tender
offer consideration offered pursuant to its cash tender offer for
its 8% Senior Notes due 2013.

The total consideration for the 2013 Notes was calculated by
Goldman Sachs & Co. and Lehman Brothers Inc., as dealer managers
for the tender offer for the 2013 Notes, based on the reference
yield of 4.929% on the 3.75% U.S. Treasury Notes due May 15, 2008
as determined from the bid-side price at 11:00 a.m., New York City
time, on July 31, 2007.

The total consideration for the 2013 Notes, payable in respect of
2013 Notes accepted for payment that were validly tendered with
consents and not withdrawn on or prior to 5:00 p.m., New York City
time, on July 12, 2007, will be equal to a total consideration,
which includes a $30 consent payment, of $1,057.81 per $1,000
principal amount of the 2013 Notes.

The tender offer consideration for the 2013 Notes, payable in
respect of 2013 Notes accepted for payment that are validly
tendered subsequent to 5:00 p.m., New York City time, on July 12,
2007, but on or prior to midnight, New York City time, on Aug. 13,
2007, will be equal to $1,027.81, representing the total
consideration minus the consent payment.

The total consideration and the tender offer consideration for the
company's Senior Floating Rate Notes due 2010, and 8-7/8% Senior
Notes due 2011, were specified in the Offer to Purchase and remain
unchanged.  

The total consideration and tender offer consideration for the
Floating Rate Notes are $1,030 and $1,000 per $1,000 principal
amount of Floating Rate Notes, and the total consideration and
tender offer consideration for the 2011 Notes are $1,029.58 and
$999.58 per $1,000 principal amount of 2011 Notes.

In each case, holders whose Notes are accepted for payment in the
tender offer for such Notes will receive accrued and unpaid
interest in respect of such purchased Notes from the last interest
payment date to, but not including, the applicable payment date
for Notes purchased in the tender offer for such securities.

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

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

                        About PRIMEDIA Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Standard & Poor's Ratings Services revised to positive from
negative its CreditWatch implications on ratings for PRIMEDIA
including the 'B' corporate credit rating.


R.H. DONNELLY: Business.com Deal Keeps Fitch's Rating Within B+
---------------------------------------------------------------
R.H. Donnelly Corp. has agreed to acquire Business.com for
$345 million.  The acquisition will be funded by debt and free
cashflow.  At 6.75 times, year-end leverage will be slightly above
Fitch's expectations but within the parameters for a 'B+' company
with RHD's business risks.  

Fitch notes that the ratings have incorporated the risk of smaller
debt-financed acquisitions or other modest shareholder-friendly
actions and that Fitch has expected leverage to remain above 5.5x
on average over the next 3-5 years.  However, management's capital
allocation strategy and continued commitment to debt repayment
remain an important consideration.

Fitch notes that both RHD and the Dex companies historically
demonstrated both a willingness and ability to dedicate
significant free cash flow toward deleveraging.  With significant
free cash flow generation (>50% EBITDA margins, low capital
expenditures, low working capital requirements and approximately
$250 million per year of tax benefits), the combined company has
significant capacity to service its interest obligations, make
accelerated principal repayments, fund smaller acquisitions and/or
selectively buyback modest amount of shares.

RHD's ratings continue to reflect the company's historically
stable revenue base and cash flow generating capacity.  This
stability is supported by a high recurring revenue (85%-95%), the
contractual nature of the company's revenues, and solid geographic
and client diversity.  Low ongoing capital expenditures, favorable
tax benefits and limited drains on working capital contribute to
the strong conversion of EBITDA to free cash flow.  Also, the
yellow pages industry has been and is expected to be less
sensitive to advertising revenue cyclicality than other
traditional advertising based media.

These factors are balanced somewhat by the high respective and
consolidated debt loads of the holding and operating companies of
RHD and Dex Media Inc., the continued competition from independent
directories, and substitution risk posed by increased usage of
online searches.  The ratings also reflect the limited tangible
asset value, recovery prospects in distress and the structural
subordination present within the capital structure.


RADIOSHACK CORP: Earns $47 Million in Quarter Ended June 30
-----------------------------------------------------------
RadioShack Corp. announced on Monday its results for the second
quarter ended June 30, 2007.  

The company reported net income of $47 million on net sales and
operating revenues of $934.8 million for the second quarter of
2007.  In the second quarter of 2006 the company reported a net
loss of $3.2 million on net sales and operating revenues of
$1.10 billion.  Compared with the prior year period, the company
reported an improved gross margin rate, a reduced SG&A expense
rate and a significant increase in cash balances.  In addition to
the improved gross margin rate and reduced SG&A expense, the
results for the second quarter were also favorably impacted by a
$10 million reversal of an income tax contingency reserve.

Cash balances increased to $630 million at the end of the second
quarter of 2007, an increase of $460 million versus second quarter
of 2006.  The increase was mainly driven by the growth in net
income, as well as improvements in working capital management.

Second quarter 2007 comparable store sales declined by 8.9%, while
total sales declined 15%.  The post-paid wireless business
continued to negatively impact both the comparable store and total
sales results.  In addition, total sales were impacted by the
closure of 481 stores during 2006.

Gross margin rate for the second quarter increased 330 basis
points over last year, from 47.2% to 50.5%.  The increased gross
margin rate was a result of improved inventory management and a
more profitable product mix.

"We are increasing our focus on opportunities to offer our
customers solutions to their needs, whether those needs can be met
with a simple 'one product' solution, or whether a more complex
solution requiring our expertise in connectivity is needed," said
Julian C. Day, chairman and chief executive officer.  "Our
improved gross margin rate this quarter reflects some success in
increasing the role of the 'value-added' products in our mix, as
well as our commitment to continue to 'freshen' the merchandise we
offer our customers."

SG&A expenses declined by $106 million or 22% for the second
quarter of 2007.  This decrease reflects a continuing effort to
improve the company's return on expense dollars, most notably on
payroll, professional fees and advertising.

The company generated $132 million of free cash flow for the six
months ended June 30, 2007, compared with a use of cash of
$138 million for the same period last year.  This increase
reflects improvements in working capital management, more prudent
allocation of capital expenditures, and increased levels of net
income.

"Against the background of a smaller, but more profitable, sales
base our financial performance this quarter marked a continuation
in trend.  Our continued disciplined management of expenses and
working capital allowed us to drive improved profit and produce
increased levels of cash on the balance sheet," said Jim Gooch,
chief financial officer.  "We continue to look for opportunities
to improve our company's performance as we head into the second
half of the year."

At June 30, 2007, the company's consolidated balance sheet showed
$1.99 billion in total assets, $1.17 billion in total liabilities,
and $811.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?21fa

                  About RadioShack Corporation

RadioShack Corporation (NYSE: RSH) -- http://radioshack.com/ --   
retails consumer electronics specialty products through amost
6,000 company-operated stores and dealer outlets in the United
States, over 100 RadioShack locations in Mexico and nearly 800
wireless phone kiosks.  

                          *     *     *

As reported in the Troubled Company Reporter on June 25, 2007,
Fitch Ratings has downgraded these ratings for RadioShack
Corporation:

    -- Issuer Default Rating to 'BB' from 'BB+';
    -- Bank credit facility to 'BB' from 'BB+';
    -- Senior unsecured notes to 'BB' from 'BB+'.

The short-term IDR is affirmed at 'B'.


REMY INTERNATIONAL: To Begin Vote Solicitation on Prepack Plan
--------------------------------------------------------------
Remy International Inc. said a press statement that it will
commence a solicitation of votes on its prepackaged chapter 11
plan by mid-August as a result of finalizing two critical aspects
of its financial restructuring.

Remy reached agreements with General Motors Corporation with
respect to the extension and enhancement of the company's existing
supply relationship with GM.  

Remy considers the new GM arrangement as an important development
in the furtherance of the company's financial restructuring.  
While
certain aspects of the arrangement will be implemented
immediately,
the agreement will become fully effective upon the consummation of
the company's financial restructuring.

"We are extremely pleased to have reached agreement with GM on
a comprehensive restructuring of our commercial arrangement.  We
look forward to a long and mutually beneficial relationship with
GM,"
said John Weber, Remy's chief executive officer.

In addition, Remy obtained a binding commitment from Barclays
Capital,
the investment banking division of Barclays Bank PLC, to provide
debtor-in-possession financing of up to $225 million and $330
million
of long-term exit financing, subject to certain closing conditions
and documentation.

In June 2007, Remy , said it reached an agreement with holders of
approximately:

    * 83% of its 8-5/8% Senior Notes,
    * 84% of its 9-3-8% Senior Subordinated Notes, and
    * 75% of its 11% Senior Subordinated Notes,

on the terms of a consensual financial restructuring that would
reduce the company's debt obligations by approximately
$360 million.

Remy says the terms of its consensual financial restructuring with
its noteholders contemplates that all trade creditors, employees
and suppliers will continue to be paid in the ordinary course of
business.

                 Terms of the Prepackaged Plan

The significant elements of the prepackaged plan include:

    - Repaying the Second Priority Senior Secured Floating Rate
      Notes in full.

    - Raising $75 million in preferred equity through a rights
      offering to be made to holders of the company's Senior Notes
      and Senior Subordinated Notes.

    - Exchanging the company's existing 8-5/8% Senior Notes for
      $100 million of new third-lien Pay-in-Kind Notes and
      approximately $50 million in cash.

    - Converting the 9-3/8% Senior Subordinated Notes and 11%
      Senior Subordinated Notes into 100% of the common equity of
      the reorganized company.

    - Cancelling all of the company's existing equity interests.

Headquartered in Anderson, Indiana, Remy International Inc. --
http://www.remyinc.com/-- manufactures, remanufactures and
distributes Delco Remy brand heavy-duty systems and Remy brand
starters and alternators, locomotive products and hybrid power
technology.  The company also provides a worldwide components
core-exchange service for automobiles, light trucks, medium and
heavy-duty trucks and other heavy-duty, off-road and industrial
applications.

                          *     *     *

To date, Remy International Inc. carries Moody's "Caa3" Senior
Secured Debt Rating and "Ca" Long-Term Corporate Family Rating,
which were placed on April 16, 2007.

Remy also carries Standard & Poor's "D" long-term local and
foreign  issuer credit ratings which were placed on April 17,
2007.


ROBERT THOMPSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Robert Lee Thompson
        Susan Kay Thompson
        6624 Tierra Drive Northwest
        Albuquerque, NM 87107

Bankruptcy Case No.: 07-11841

Chapter 11 Petition Date: July 31, 2007

Court: District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 216
                  Albuquerque, NM 87103-0216
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ROYAL SPRING: May 31 Balance Sheet Upside-Down by $3.3 Million
--------------------------------------------------------------
Royal Spring Water Inc.'s balance sheet at May 31, 2007, showed   
$4.2 million in total assets and $7.5 million in total
liabilities, resulting in a $3.3 million total stockholders'
deficit.

The company's balance sheet at May 31, 2007, also showed $440,446
in total current assets available to pay $2.8 million in total
current liabilities.

The company reported a net loss of $846,813 on sales of $24,517
for the third quarter ended May 31, 2007, compared with a net loss  
of $377,157 on zero sales for the same period ended May 31, 2006.
Compared with the third quarter ended May 31, 2006, the company
experienced a gross loss and an increase in loss from operations.  
In addition, results for the current quarter included an
unrealized loss on warrants of $40,580, an increase in interest
and bank charges and an increase in interest on capital lease
obligation and convertible debenture.

The plant is now operational and during the three and nine months
ended May 31, 2007, the company began shipping inventory to its
customers and incurred sales of $24,517 and $89,909.  

For the three months ended May 31, 2007, the company incurred a
gross loss of $32,107, because the company sold a portion of its
finished goods at amounts below cost in order to promote its
product.  In addition, the company began to capitalize less direct
labor to its inventory than in the previous quarter.

Loss from operations increased to $555,938, compared to loss from
operations of $222,165 for the prior year quarter.  This primarily
reflects an increase in advertising and promotion expenses as well
as other general expense categories.  The company also incurred
damages and spoilages during initial production runs which the
company calculated as approximately $95,482.  This was expensed as
product testing and development.  Interest and bank charges during
the three months ended May 31, 2007, have increased $57,627
compared to the three months ended May 31, 2006, because of the
interest recorded on the company's  shareholder loans.

        Acquisition or Disposition of Plant and Equipment

The company has purchased and assembled state of the art water
treatment and bottling system that is currently in place and has
the capacity to bottle up to 144 million bottles per year, based
on a bottle size of 16.9 ounces.  The company also purchased a
bottle stretch blow molder which will enable the company to blow
its own bottles from preforms.

To date, the company has spent approximately $1.2 million on the
purchase of machinery and equipment and has acquired land, water
rights, facilities, and other operating equipment under a capital
lease.

Full-text copies of the company's financial statements for the
third quarter ended May 31, 2007, are available for free at:
  
               http://researcharchives.com/t/s?21fb

                       Going Concern Doubt
                 
Grobstein, Horwath & Company LLP, in Sherman Oaks, Calif.,
expressed substantial doubt about Royal Spring Water Inc.'s
ability to continue as a going concern after auditing the
company's balance sheet for the years ended Aug. 31, 2006, and
2005.  The auditing firm pointed to the company's significant
operating losses, negative working capital, and total capital
deficiency.

                       About Royal Spring

Headquartered in Van-Nuys, Calif., Royal Spring Water Inc. (Other
OTC: RSPG.PK) -- http://www.royalspringswater.com/bottles and  
distributes purified water from the Artesian wells of the
"Ogallala Aquifer", one of the country's largest
and best water quality aquifers.


SAINT VINCENT'S: Court Approves A.I. Creditor 2007 Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
permitted Saint Vincent's Catholic Medical Centers of New York and
its debtor-affiliates to enter into the A. I. Creditor Corporation
2007 Agreement.

To protect itself from potential claims and awards generally
covered by casualty insurance, the Debtors maintain a combination
of primary and excess layers of casualty insurance and, to a
lesser extent, self-insurance to cover the SVCMC system on a
consolidated basis, Andrew M. Troop, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates.

The Debtors' prior Insurance Policies expired on June 30, 2007.  
Accordingly, the Debtors obtained replacement casualty insurance
policies from A. I. Creditor Corporation.  The coverage under the
Replacement Policies, according to Mr. Troop, currently is in
place pending payment of the premiums of those policies.

The Debtors have obtained primary and excess casualty insurance
policies that provide:

  -- $1,000,000 in automobile liability coverage,
  -- $1,000,000 in workers' compensation coverage,
  -- $1,000,000 in general liability coverage, and
  -- $100,000,000 in umbrella coverage,

for the period from June 30, 2007, through June 30, 2008, at an
aggregate cost of $1,677,932.

Because of the magnitude of the Premium and because it is due
promptly, the Debtors determined that their estates will be best
served by financing the payment of the Premium over an extended
period of time.

Thus, the Debtors engaged in arm's-length, good faith  
negotiations with A.I. Credit regarding the terms and conditions
of financing the payment of the Premium.  

These terms and conditions are embodied in a Premium Finance
Agreement, Disclosure Statement, and Security Agreement, which
provides that:

  (a) the Debtors will pay $273,850 of the Premium and will
      finance the remaining $1,404,082 through A.I. Credit;  

  (b) the Debtors will repay the financed portion of the Premium
      plus interest at an annual rate of 5.25% in nine equal
      monthly payments of $159,464 each, with the first payment
      due on August 1, 2007; and

  (c) the Debtors will grant A.I. Credit a security interest in
      all of SVCMC's right, title and interest in and to the
      Replacement Policies, including all money that is or may
      become due to SVCMC under the Replacement Policies that
      reduces the unearned portion of the Premium, and any
      portion of the Premium that is returned to SVCMC.

The Court also authorized the Debtors to grant A.I. Credit a first
priority security interest in the third party insurance policies
listed in the Agreement, including:

  (1) all money that is or may become due under the Agreement
      because of a loss under the Policies that reduces unearned
      Premiums;

  (2) any return of Premiums or unearned Premiums under the
      Policies; and

  (3) any dividends that may become due to the Debtors in
      connection with the Policies.

The Debtors will not grant to any other entity a lien on the
Policies that is senior or equal to the Lien, the Court rules.

In the event that the Debtors default under the terms of the 2007
Agreement, A.I. Credit may seek a modification of the automatic
stay cancel the Policies listed in the Agreement and receive and
apply the unearned or returned Premiums to the account of the
Debtors.

In the event the Debtors default under the 2007 Agreement and any
returned or unearned Premiums or other amounts due under the
Policies are insufficient to pay the total amount owing by the
Debtors to A.I. Credit under the 2007 Agreement, any remaining
amount owing to A.I. Credit, including reasonable attorneys' fees
and costs, will be an allowed administrative expense priority
claim in the Debtors' Chapter 11 cases.

The Court clarifies that a portion of (i) the total amount owing
by the Debtors to A.I. Credit under the Agreement and (ii) the
amount of the Premiums not paid by A.I. Credit pursuant to the
Agreement, will be allocated or charged back to the applicable
non-debtor affiliates of the Debtors.

                        About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.  
(Saint Vincent Bankruptcy News, Issue No. 60  Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


SEACOR HOLDINGS: Board Ups Securities Repurchase by $82.6 Mil.
--------------------------------------------------------------
SEACOR Holdings Inc.'s board of directors has increased by
$82.6 million its authorization for repurchases pursuant to its
securities repurchase program.

With this increase, SEACOR has approximately $100 million
available for such purchases.  The securities covered by the
repurchase program include SEACOR's common stock:

   a) its 7.2% senior notes due 2009;
   b) its 5 7/8% senior notes due 2012;
   c) its 2.875% convertible senior debentures due 2024; and
   d) the 9 1/2% senior notes due 2013 of Seabulk International,
      Inc., a wholly-owned subsidiary.

The repurchase of securities may be conducted from time to time
through open market purchases, privately negotiated transactions
or otherwise depending on market conditions.

Headquartered in Fort Lauderdale, Florida, SEACOR Holdings Inc.
(NYSE: CKH) -- http://www.seacorholdings.com/-- is a diversified,  
multi-national company that owns and operates marine and aviation
assets primarily servicing the oil and gas industry worldwide.  
SEACOR operates bulk commodity barges along the U.S. inland
waterways and provides environmental response solutions to
governments and industry.

                          *     *     *

Moody's Investor Services placed SEACOR Holdings Inc.'s
probability of default and long term corporate family ratings
at Ba1 in September 2006 with a stable outlook.


SOBEYS INC: Weak Credit Protection Cues S&P to Cut Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Stellarton, Nova
Scotia-based grocery retailer Sobeys Inc. by one notch, to 'BB+'
from 'BBB-'.  At the same time, Standard & Poor's removed the
ratings from CreditWatch with negative implications, where they
were placed April 27, 2007, following Stellarton, Nova Scotia-
based Empire Co. Ltd.'s proposed offer to privatize Sobeys.  The
outlook is negative.
     
"The downgrade reflects Sobeys' weaker credit protection measures,
expected aggressive capital structure, and restricted liquidity
resulting from the completion of the privatization, a heavy
capital expenditures program, and the proposed acquisition of
British Colombia-based Thrifty Foods Inc.," said Standard & Poor's
credit analyst Maude Tremblay.
     
On June 15, 2007, Empire purchased all of Sobeys' shares it did
not already own (27.9%) for about CDN $1.06 billion, using
CDN $784 million of debt plus proceeds from divestments.  Sobeys
subsequently made a CDN $300 million dividend to Empire to
partially repay debt outstanding at Empire.  Sobeys also announced
on July 16, 2007, that it has entered into an agreement with
Thrifty Foods to acquire the business for CDN $260 million.  The
proposed acquisition, which should close within the next few
months, would expand Sobeys' geographic footprint in western
Canada by adding 20 supermarkets, a distribution center, and a
wholesale division in B.C.
     
The ratings reflect Sobeys' aggressive financial risk profile and
the increasingly competitive Canadian food retailer operating
environment.  These factors are partially offset by Sobeys' No. 2
national market share placement, good geographic and format
diversity, and resilient same-store sales performance.  The
ratings on Sobeys are influenced and capped by the credit profile
of parent Empire; however, this currently has a neutral impact on
the Sobeys ratings since Empire should have minimal debt at the
holding level beyond fiscal 2008.
     
The negative outlook reflects S&P's concerns that Sobeys'
aggressive capital expenditure plans for the next two years and
the Thrifty Foods' integration could lead to a more aggressive
leverage and a tighter liquidity situation.  S&P could lower the
ratings if Sobeys does not improve its profitability and credit
measures, or if Empire maintains significant debt at the holding
level beyond fiscal 2008.  Conversely, S&P could revise the
outlook to stable if the company improves its operating
performance and credit measures, which S&P do not expect to occur
before fiscal year-end 2009.


STONERIDGE INC: Moody's Holds B2 Rating on $200 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service withdrew the B1 rating on Stoneridge
Inc.'s new senior secured term loan.  

The withdrawal is driven by Stoneridge's announcement that, as a
result of unfavorable market conditions, it indefinitely postponed
its previously announced intent to enter into a new $200 million
senior secured term loan facility.  The company also terminated
its tender offer to purchase its senior unsecured notes.  The
company is expected to continue with the refinancing of its
existing revolving credit with a new unrated asset based lending
revolving facility.

This rating was withdrawn:

-- $200 million guaranteed senior secured term loan B1 (LGD3,
    43%)

These ratings were affirmed:

-- B1 Corporate Family Rating;

-- B1 Probability of Default Rating

-- B2 (LGD4, 64%) for the $200 million of Gtd. Sr Unsecured Notes
    due 05/12

The outlook remains negative.

This rating will be withdrawn upon its refinancing:

-- Ba1 (LGD2, 14%) for the $100 million senior secured revolving
    credit due 04/08

The new $100 million ABL senior secured revolving credit facility
is not rated by Moody's.

Stoneridge, Inc., headquartered in Warren, Ohio, is a leading
independent designer and manufacturer of highly engineered
electrical and electronic components, modules and systems for the
(i) automotive and light truck, (ii) medium and heavy-duty truck
and (iii) agricultural and off-road vehicle markets.  The
company's products interface with a vehicle's mechanical and
electrical systems to activate equipment and accessories, display
and monitor vehicle performance, and control and distribute
electrical power and signals.  Stoneridge's products improve the
performance; safety; convenience; and environmental monitoring of
its customers' vehicles. Annual revenues approximate $714 million.


SYMBOL MERGER: Moody's Rates $350 Mil. Credit Facility at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the
$350 million senior secured credit facilities of Symbol Merger
Sub, Inc. in connection with the pending leveraged buyout of
Symbion, Inc.

Concurrently, Moody's withdrew the ratings on $350 million in
senior secured facilities and a $175 million PIK toggle note
facility as a result of a change in deal structure.  Moody's also
affirmed the Corporate Family Rating and Probability of Default
Rating at B2 and the Speculative Grade Liquidity Rating at SGL-2.

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

Moody's assigned these proposed ratings:

-- $100 million senior secured revolver due 2013, rated Ba3
    (LGD2, 29%)

-- $125 million senior secured term loan A due 2013, rated Ba3
    (LGD2, 29%)

-- $125 million senior secured term loan B due 2014, rated Ba3
    (LGD2, 29%)

Moody's withdrew these ratings:

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

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

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

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

Moody's affirmed these ratings:

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

-- Probability of Default Rating, at B2

-- Speculative Grade Liquidity Rating, at SGL-2

The rating outlook is stable.

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

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

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

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

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

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


TIMKEN COMPANY: Earns $55.6 Million in Second Quarter of 2007
-------------------------------------------------------------
The Timken Company reported net income of $55.6 million for the
second quarter of 2007, compared with net income of $64.9 million
of the second quarter of 2006.

The company reported sales of $1.35 billion in the second quarter
of 2007, an increase of 4% over the same period a year ago.  
Strong sales in industrial markets were partially offset by the
strategic divestment of the company's automotive steering and
European steel operations.

"Timken gained further momentum in the second quarter, as demand
remained strong in our major industrial market sectors," James W.
Griffith, Timken's president and chief executive officer, said.  
"We expect enhanced performance going forward as we drive
operations improvements, realize pricing across selected market
sectors, bring new capacity online and complete our restructuring
efforts."

During the quarter, the company:

   -- completed the first major U.S. implementation of Project
      O.N.E., a program designed to improve business processes and
      systems;

   -- made further progress on key additions to Industrial Group
      capacity in Asia and North America;

   -- advanced its restructuring initiatives within its Automotive
      and Industrial Groups; and

   -- completed the closure of its steel tube manufacturing
      operations in Desford, England.

Total debt at June 30, 2007, was $598.5 million, or 26.5 percent
of capital.  Net debt at June 30, 2007, was $525.2 million, or
24.1% of capital, compared to $567.7 million, or 26.7% of capital,
at March 31, 2007.  The company expects to end 2007 with lower net
debt and leverage than last year, providing additional financial
capacity to pursue strategic investments.

For the first half of 2007, sales were $2.63 billion, an increase
of 3% from the same period in the prior year.  Special items in
the first half of 2007 totaled $43.5 million of pretax expense,
compared to $25.8 million in the same period a year ago.  During
the first six months of 2007, the company benefited from strong
industrial market demand and record Steel Group performance, which
were countered by lower demand from the company's North American
automotive customers.

                     About The Timken Company

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- manufactures highly engineered   
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial, and railroad industries.  The company has
operations in 27 countries, including Brazil, and employs 27,000
employees.

                          *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate Family,
Senior Unsecured Debt and Probability-of-Default Ratings.  The
Outlook is Stable.


TOWER AUTOMOTIVE: Emerges From Chapter 11 Bankruptcy in New York
----------------------------------------------------------------
Tower Automotive, Inc., and its debtor subsidiaries' First
Amended Joint Plan of Reorganization became effective on July 31,
2007, Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, informs the U.S. Bankruptcy Court for the Southern
District of New York.

As previously reported, The Honorable Allen L. Gropper issued a
bench order confirming Tower's Plan on July 11, 2007.  The Court
entered its formal order approving the Plan on July 12.

Under Tower's Plan, a $680,000,000 balance on the company's DIP
loan, and $41,000,000 in second-lien loan obligations will be
paid.  Secured, priority and second-lien claims totaling
$65,500,000 will also be paid in full.  Tower's stock will be
canceled and Cerberus Capital Management LP's affiliate, TA
Acquisition Company, LLC, will assume Tower's pension plans,
which have a minimum funding requirement of about $40,000,000.

          PBGC Applauds Tower's Commitment to Retirees

"Early on in the bankruptcy of Tower Automotive Inc., the PBGC
made known its analysis that the company could afford its pension
plan when it emerged from Chapter 11.  In fact, Tower Automotive
has exited bankruptcy with its defined benefit pension plan
intact," Charles E.F. Millard, interim director of the Pension
Benefit Guaranty Corporation, said.  

According to Mr. Millard, the 7,000 participants in the pension
plan, including more than 2,000 current retirees, will continue
to enjoy their full retirement benefit.

"Unlike many other pension plan sponsors, Tower Automotive met
all financial obligations to its pension plan during the course
of the bankruptcy.  Tower Automotive and its asset purchaser,
Cerberus Capital Management, are to be commended for keeping this
commitment to their workers' retirement security," Mr. Millard
said.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  (Tower Automotive
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Completes $1 Bil. Asset Sale to TA Acquisition
----------------------------------------------------------------
Tower Automotive Inc. completed the sale of most of its assets to
Cerberus Capital Management LP's affiliate, TA Acquisition
Company, LLC, for roughly $1,000,000,000, on July 31, 2007.

The sale concludes Tower's restructuring process and finalizes
its emergence from Chapter 11.

According to Auto Industry, the European Commission gave its  
clearance to Cerberus' acquisition of Tower Automotive on
July 11, 2007 -- the day the Honorable Allen L. Gropper issued a
bench ruling allowing Tower to sell its assets to Cerberus.  

The U.S. Bankruptcy Court for the Southern District of New York  
entered its formal order approving the sale on July 12, 2007.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- (OTC Bulletin Board: TWRAQ)
is a global designer and producer of vehicle structural components
and assemblies used by every major automotive original equipment
manufacturer, including BMW, DaimlerChrysler, Fiat, Ford, GM,
Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.
Products include body structures and assemblies, lower vehicle
frames and structures, chassis modules and systems, and suspension
components.  The company has operations in Korea, Spain and
Brazil.

The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601).  James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.

On May 1, 2007, the Debtors filed their Chapter 11 Plan of
reorganization and Disclosure Statement explaining that plan.  On
June 4, 2007, the Debtors submitted an Amended Plan and Disclosure
Statement.  The Court approved the adequacy if the Amended
Disclosure Statement on June 5, 2007.  (Tower Automotive
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOWER RECORDS: Chap. 11 Liquidating Plan Gets Court Approval
------------------------------------------------------------
The U.S. Bankruptcy Court for District of Delaware approved
MTS Inc. dba Tower Records and its debtor-affiliates' Joint
Chapter 11 Plan of Liquidation following the Debtors' sale of
their inventory and fixed assets for up to $104 million to
Great American Group, Bill Rochelle of Bloomberg News reports.

Under the Plan, Administrative Claims and Other Priority Claims
will be paid in full, in cash, or other treatment as the Debtors
and holders agreed on in writing.

At the Debtors' option, holders of Priority Tax Claims will be
paid, either:

     a. in cash; or

     b. in full, in cash, over time in equal cash installment
        payments on a quarterly basis with interest during a
        period not to exceed five years after the order of relief.

Holders of CIT Claims will receive the treatment as to which the
Debtors and the holders have agreed on in the DIP Financing Order
and DIP Financing Agreement.

Holders of Other Secured and Trade Vendor Claims will received on
or a combination of these:

     a. cash equal to the amount of the claims;

     b. collateral securing the claims; or

     c. other treatment which the Debtors and the holders agreed
        on in writing.

Holders of General Unsecured Claims will receive a pro rata share
of the available assets.

Interest and Securities Subordinated Claims will not receive any
distribution under the Plan.

                       About MTS Incorporated

MTS Incorporated -- http://www.towerrecords.com/-- owns Tower
Records and retails music in the U.S., with nearly 100 company-
owned music, book, and video stores.  The company and its
affiliates filed for chapter 11 protection on Feb. 9, 2004 (Bankr.
D. Del. Lead Case No. 04-10394).

The Debtor and its seven debtor-affiliates filed a second Chapter
11 petition on Aug. 20, 2006 (Bankr. D. N.Y. Case Nos. 06-10886
through 06-10893, Lead Case No. 06-10891).  Mark D. Collins,
Esq. of Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


TRIAD HEALTHCARE: Community Health Completes Senior Notes Offering
------------------------------------------------------------------
Triad Healthcare Corporation fka Triad Hospitals Inc. disclosed
that Community Health Systems Inc. has completed the tender offer
for any and all of the:  

   1) $600,000,000 outstanding aggregate principal amount of the
      7% Senior Notes due 2012 of Triad Healthcare; and

   2) $600,000,000 outstanding aggregate principal amount of
      Triad's 7% Senior Subordinated Notes due 2013 and the
      related consent solicitations.

A total of (i)$299,996,000 in aggregate principal amount of CHS
Notes, (ii) $599,920,000 in aggregate principal amount of Triad
2012 Notes and (iii) $599,321,000 in aggregate principal amount of
Triad 2013 Notes were tendered prior to the expiration date of
midnight, New York City time, on July 30, 2007.

Community Health has accepted for purchase all CHS Notes tendered
pursuant to the tender offer and consent solicitation, resulting
in a total payment of $315 million, including approximately
$2 million in accrued and unpaid interest, to holders of the CHS
Notes.  

Triad has accepted for purchase all Triad Notes tendered pursuant
to the tender offers and consent solicitations, resulting in total
payments of:

   1) $635 million, including approximately $8 million in accrued
      and unpaid interest, to holders of the Triad 2012 Notes; and

   2) $638 million, including approximately $8 million in accrued
      and unpaid interest, to holders of the Triad 2013 Notes.

On July 24, 2007, Community Health executed the supplemental
indenture effecting certain amendments to the indenture governing
the CHS Notes and Triad executed the supplemental indentures
effecting certain amendments to the indentures governing the Triad
Notes.  

The amendments modified or eliminated substantially all of the
restrictive covenants and eliminated certain events of default
contained in the indentures.

Community Health has retained Credit Suisse Securities (USA) LLC
and Wachovia Securities to act as Dealer Managers in connection
with the Offer.  Questions about the tender offer and consent
solicitation may be directed to Credit Suisse at (212) 325-7596
(collect) or Wachovia Securities at (866) 309-6316 (toll free) or
(704) 715-8341 (collect).

                       About Triad Hospitals

Triad Hospitals Inc. (NYSE: TRI) -- http://www.triadhospitals.com/
-- through its affiliates, owns and manages hospitals and
ambulatory surgery centers primarily in the southern, midwestern,
and western United States.  The company currently operates
54 hospitals and 13 ambulatory surgery centers in 17 states and
Ireland with about 9,855 licensed beds.  In addition, through its
QHR subsidiary, the company provides management and consulting
services to independent general acute care hospitals located
throughout the United States.

                           *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Standard & Poor's Ratings Services withdrew all of its ratings on
Triad Hospitals Inc., including its B+/Watch Neg/B-2 corporate
credit rating.  Community Health Systems Inc. has acquired the
company.  Triad's debt obligations have been repaid.


UCG PAPER: High Leverage Cues S&P's B- Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Clifton, New Jersey-based UCG Paper Crafts Inc.  
The rating outlook is stable.  The company is a leading designer,
marketer, and manufacturer of scrapbook and paper crafts products,
and is currently operating under the name EK Success Ltd.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to PCI's planned $875 million senior secured bank
facility, which consists of a $65 million revolver, a
$585 million first-lien term loan, and a $225 million second-lien
term loan.  The first-lien facilities are rated 'B' with a
recovery rating of '2', indicating that lenders can expect
substantial (70% to 90%) recovery in the event of a payment
default.  The second-lien facility is rated 'CCC' with a recovery
rating of '6', indicating that lenders can expect negligible (0%
to 10%) recovery in the event of a payment default.  These ratings
are based on preliminary terms, subject to review upon final
documentation.
     
Holding company UCG Paper Crafts Holdco Inc. will be issuing
$75 million mezzanine debt that will not be rated and is not
guaranteed by the operating company or the companies it is
acquiring.  For analytical purposes, Standard & Poor's views PCI,
PCH, and EK Success Ltd. as one entity.
     
Net proceeds from the proposed bank facilities, along with
approximately $126 million in preferred and common equity, will be
used to finance the acquisition of two complementary businesses,
refinance $115 million in existing debt, and pay related fees and
expenses.  The companies to be acquired include a leading
developer and marketer of food crafts and housewares, and a
leading designer and supplier of scrapbooks, paper crafts, photo
albums, accessories, and other niche products.

In addition, approximately $20 million of EK Success' existing
seller PIK notes will be rolled over.  Following the completion of
this transaction, PCI's operating company will be renamed and will
consist of the combination of EK Success and the two subsidiaries
that it is acquiring.  S&P estimate that PCI will have about $928
million in total lease-adjusted debt (including approximately $20
million in seller PIK notes at PCI's holding company) outstanding
upon the close of the transaction.
      
"The 'B-' rating reflects PCI's high leverage, its participation
in a highly fragmented and low barrier-to-entry industry,
vulnerability to fads, and integration risk," said Standard &
Poor's credit analyst Bea Chiem.  "Somewhat offsetting these
factors are the company's leading market positions in the crafts
and specialty housewares industry."


VISTA RIDGE: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Vista Ridge I and II, L.L.C.
        8275 South Eastern Avenue
        Las Vegas, NV 89123

Bankruptcy Case No.: 07-23477

Chapter 11 Petition Date: July 30, 2007

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Andres' Diaz, Esq.
                  1 On 1 Legal Service
                  9 Exchange Place, Suite 417
                  Salt Lake City, UT 84111
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cheyenne Mountain                                      $2,400,000
Entertainment
4140 East Baseline Road,
Suite 208
Mesa, AZ 85204

Don Parker                                             $1,800,000
Infiniti Corp.
251 West River Park Drive
Provo, UT 84604

Larry Rose                                               $600,000
430 Hidden Lake Circle
Bountiful, UT 84010

Innovative Funding, L.L.C.                               $500,000
4140 East Baseline Road,
Suite 208
Mesa, AZ 85204

Matt Malouf                                              $120,000

Fiber Tel                                                 $77,162

Rolfe Construction                                        $59,602

Capital Lending Solutions                                 $35,000

National Funding Group                                    $35,000

Questar Gas                                               $28,290

Hilltop Landscape                                         $22,000

Flint                                                     $14,010


WERNER LADDER: Court Extends Removal Period to November 5
---------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended until November 5, 2007, the deadline
for Werner Holding Co. (DE) Inc., aka Werner Ladder Co. and its
debtor-affiliates to file notices of removal of any civil actions
pending as of its bankruptcy filing.

The Court's order is without prejudice to any position that the
Debtors may take regarding whether Section 362 of the Bankruptcy
Code applies to stay any given civil action pending against
them or their right to seek further extensions of the Removal
Period.

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 Creditors' Committee's Disclosure
Statement has been adjourned to August 23, 2007.  (Werner Ladder
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or (215/945-7000).


WESTERN OIL: S&P Puts BB+ Corp. Credit Rating Under Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' long-term
corporate credit rating and its 'BBB' senior secured debt rating
on Calgary, Alberta-based Western Oil Sands Inc. on CreditWatch
with positive implications.  The action follows the announcement
that Marathon Oil Corp. (BBB+/Stable/A-2) will acquire all of
Western's common shares outstanding for approximately
CDN $6.6 billion, which includes CDN $736.1 million of
indebtedness.
     
"The CreditWatch action reflects the possibility that we could
equalize our ratings on Western with those on Marathon upon
completion of the transaction," said Standard & Poor's credit
analyst Jamie Koutsoukis.
     
The acquisition remains contingent upon regulatory approval in
both Canada and the U.S., as well as approval from two-thirds of
the votes cast by shareholders of Western voting at a special
meeting to consider the arrangement.  S&P expect the transaction
to close in fourth-quarter 2007.  Standard & Poor's will resolve
the CreditWatch action following the sale's completion.


WHEATFIELD INVESTMENTS: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Wheatfield Investments, Inc.
        dba Central Plains Book Manufacturing
        22234 Central Street, Strother Field
        Winfield, KS 67156

Bankruptcy Case No.: 07-11825

Type of business: The Debtor prints books.  See
                  http://speakerbookprinting.com/

Chapter 11 Petition Date: $1,813,569

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, L.L.P.
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Total Assets: $1,813,569

Total Debts:  $3,905,801

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Union State Bank               value of collateral:      $295,820
P.O. Box 539                   $250,000
Winfield, KS 67156

Sooner Graphic Supply                                    $177,048
P.O. Box 60546
Oklahoma City, OK
73146

B.R.W. Paper Co., Inc.                                   $125,720
1877 Paysphere Circle
Chicago, IL 60674

General Binding Corp.                                    $121,466

T.A.D., Inc.                                             $100,800

Union State Bank                                          $95,200

U.P.S. Freight                                            $63,285

American Express                                          $60,810

Cambridge Education                                       $54,000

Morris Laing Evans                                        $47,542

Citibank Advantage                                        $46,274

Mt. Stanford Tribal                                       $42,191
Consortium

Con-Way Transportation                                    $40,491
Services

Estes Express                                             $37,686

Yellow Freight System                                     $34,412

Capital One                                               $30,433

FedEx                                                     $28,948

U.S.F. Bestway                                            $23,285

Kohn & Madden                                             $22,680

McCormick Armstrong                                       $21,586


WHOLE FOODS: Earns $49.1 Million in Twelve Weeks Ended July 1
-------------------------------------------------------------
Whole Foods Market Inc. reported on Tuesday sales and earnings for
the 12-week quarter ended July 1, 2007.

Net income was $49.1 million and Economic Value Added (EVA) was
$15.6 million.

Sales increased 13.2% to $1.5 billion driven by 14% ending square
footage growth and a 7.0% increase in comparable store sales on
top of a 9.9% increase in the prior year.  The negative impact on
comparable store sales growth of Easter shifting from the third
quarter last year to the second quarter this year was
approximately 76 basis points in the quarter.  Identical store
sales (excluding four relocated stores and two major expansions)
increased 5.8%.  For the quarter, pre-opening and relocation costs
were $15.0 million, compared to $7.9 million in the third quarter
last year.  Approximately $8.6 million, relating to share-based
compensation, pre-opening rent and accelerated depreciation
was expensed for accounting purposes but was non-cash, compared to
$6.3 million in the prior year.

During the quarter, the company produced $123 million in cash flow
from operations and received $4 million in proceeds from the
exercise of stock options.  Capital expenditures in the quarter
were $128 million of which $95 million was for new stores.  The
company paid approximately $25 million to shareholders in cash
dividends and repurchased approximately $100 million of common
stock.  The company's remaining authorization for share
repurchases is currently $100 million.  At the end of the quarter,
the company had total cash and investments of approximately
$35 million and total long-term debt of approximately $3 million.
The company also expanded its existing $100 million revolving
credit line to $200 million during the quarter.

"As expected, fiscal year 2007 has been an investment year as we
have accelerated our new store openings while cycling over tough
year-ago comparable store sales growth comparisons.  We believe
that our third quarter results, combined with our 7.6% comparable
store sales increase in the fourth quarter to date, is an
indication that our comparable store sales growth has stabilized,"
said John Mackey, chairman, chief executive officer, and co-
founder of Whole Foods Market.

"We are on track to deliver 18 to 20 new store openings this year.
We expect to open a greater number of stores in fiscal year 2008,
but currently do not expect the same degree of year-over-year
increase in our total pre-opening expenses.  We are very excited
to see the acceleration in our new store openings materialize, as
we expect these new stores to drive strong sales and comparable
store sales growth in the not-so-distant future."

For the 40-week period ended July 1, 2007, sales increased 12.3%
to $4.8 billion driven by 14% ending square footage growth and
comparable store sales growth of 6.7% on top of an 11.7% increase
in the prior year.  Sales in identical stores (excluding five
relocated stores and three major expansions) increased 5.7%.  Net
income was $148.8 million and EVA was $38.2 million.  Year to
date, pre-opening and relocation costs were $46.9 million,
compared to $23.7 million in the prior year.  Approximately
$25.2 million relating to share-based compensation, pre-opening
rent and accelerated depreciation was expensed for accounting
purposes but was non-cash, compared to $14.6 million in the prior
year.

Excluding pre-tax credits for insurance proceeds and other
adjustments related to Hurricane Katrina of $3.7 million in the
third quarter of fiscal year 2006 and $7.2 million in the 40-week
period ended July 2, 2006, adjusted earnings were $51.7 million in
the third quarter last year and $159.7 million for the 40-week
period ended July 2, 2006.

For the third quarter, gross profit increased 36 basis points to
35.5% of sales from an adjusted 35.2% of sales last year, which
excludes approximately $900,000 in credits related to Hurricane
Katrina.  The LIFO charge was $2.1 million in the quarter compared
to $800,000  in the prior year.  For stores in the comparable
store base, gross profit improved 42 basis points to 35.7% of
sales. Historically, the company's average weekly sales and gross
margins are strongest in the second and third quarters.  

For the quarter, direct store expenses increased 90 basis points
to 26.1% of sales from an adjusted 25.2% of sales last year, which
excludes approximately $1.2 million in credits related to
Hurricane Katrina.  For stores in the comparable store base,
direct store expenses increased 23 basis points to 25.4% of sales
due primarily to increases in health care and share-based
compensation expense, which were partially offset by leverage in
wages as a percentage of sales.  Share-based compensation expense
included in direct store expenses was approximately $2.3 million
in the quarter compared to approximately $500,000 in the prior
year.  

Store contribution decreased 54 basis points to 9.5% of sales from
an adjusted 10.0% of sales last year, which excludes approximately
$2.0 million in credits related to Hurricane Katrina.  For stores
in the comparable store base, store contribution increased 19
basis points to 10.3% of sales.  G&A expenses improved five basis
points to 3.2% of sales.  Share-based compensation expense
included in G&A was approximately $1.6 million compared to
approximately $900,000 in the prior year.

For the quarter, pre-opening and relocation costs were
$15.0 million, of which approximately $4.4 million was pre-opening
rent and accelerated depreciation that was expensed for accounting
purposes but was non-cash.  In the prior year, pre-opening and
relocation costs were $7.9 million, of which approximately
$5.4 million was non-cash pre-opening rent and accelerated
depreciation.

                      New Store Development

In the third quarter, the company opened one store in El Segundo,
Calif., one store in Sonoma, Calif., and relocated its Notting
Hill Fresh & Wild store in London to its new Kensington Whole
Foods Market location.  Thus far in the fourth quarter, the
company has opened one store in Chicago, and expects to open four
to six additional stores during the quarter, two of which are
relocations.  As of July 31, the company has opened 18 new stores
over the last 12 months.

The company has recently signed seven new store leases averaging
39,000 square feet in size which are as follows: Malibu, Calif.;
San Francisco; Toronto, Kailua, Hawaii; Maui, Hawaii; Lynnfield,
Mass.; and Rochester Hills, Mich.

Since its second quarter earnings release on May 9, the company
has opened three new stores, and 10 leases have been tendered.  

At July 1, 2007, the company's consolidated balance sheet showed
$2.14 billion in total assets, $707.4 million in total
liabilities, and $1.43 billion in total stockholders' equity.

                  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 197 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.


* American Home Unable to Use Credit Facilities, May Sell Assets
----------------------------------------------------------------
American Home Mortgage Investment Corp. said in a press statement
Tuesday that it is working diligently to determine how best to
resolve the liquidity issues that have recently developed with
respect to its business.  

The issues, the company said, are primarily the result of the
unprecedented disruption now occurring generally in the secondary
mortgage market.

American Home Mortgage noted that the disruption has fueled
concerns in the market regarding credit risk, causing many market
participants to suspend the purchase of loans from a variety of
originators including American Home.

Accordingly, American Home is currently experiencing a hindering
of access to its traditional credit facilities.  Additionally,
American Home's lenders have initiated margin calls in response to
the decline in the collateral value of certain of the company's
loans and securities held in its portfolio.

The company has received and paid very significant margin calls in
the last three weeks and has substantial unpaid margin calls
pending.

The company explains that further pressure on its liquidity
presently exists due to its warehouse lenders effectively
reducing, in this environment, their advance rate on new loans
made by the company.

In this regard, the company at present is unable to borrow on its
credit facilities and was unable to fund its lending obligations
of approximately $300 million.  It does not anticipate funding
approximately $450 to $500 million.

American Home Mortgage emphasized that it is seeking the course of
resolution, in this environment, that is least disruptive to its
business and to the many thousands of home buyers to whom it has
committed to provide mortgages.

The company has retained Milestone Advisors and Lazard to assist
in evaluating its strategic options and advising with respect to
the sourcing of additional liquidity including the orderly
liquidation of its assets.

                        Dividend Payment Delayed

Earlier, American Home decided to delay payment of its quarterly
cash dividend on the company's common stock and anticipates
delaying payment of its quarterly cash dividends on its Series A
Cumulative Redeemable Preferred Stock and Series B Cumulative
Redeemable Preferred Stock in order to preserve liquidity until it
obtains a better understanding of the impact that current market
conditions in the mortgage industry and the broader credit market
will have on the company's balance sheet and overall liquidity.

The quarterly cash dividend of $0.70 per share on the company's
common stock had been declared on June 15, 2007 and was to be paid
on July 27, 2007 to all shareholders of record as of July 9, 2007.  
The Series A Preferred Stock dividend and Series B Preferred Stock
dividend had been declared on June 15, 2007 and are payable on
July 31, 2007, to shareholders of record as of July 9, 2007.

Headquartered in Melville, New York, American Home Mortgage
Investment Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a  
mortgage real estate investment trust focused on earning net
interest income from self-originated loans and mortgage-backed
securities, and, through its taxable subsidiaries, from
originating and selling mortgage loans and servicing mortgage
loans for institutional investors.  Mortgages are originated
through a network of loan production offices and mortgage brokers
as well as purchased from correspondent lenders, and are serviced
at the company's Irving, Texas servicing center.


* McCarter & English Names Philip Olsen as New Partner at Boston
----------------------------------------------------------------
Philip S. Olsen, Esq., joined the Boston office of McCarter &
English LLP as a partner.

Mr. Olsen is past chair of both the Massachusetts Bar
Association's State and Local Tax Committee and the Boston Bar
Association's Tax Controversies Committee.  Formerly a senior
counsel in the Boston office of Holland & Knight LLP, he has
represented clients in major tax controversies in numerous state
administrative boards and superior courts, as well as state
appeals and supreme courts.

Mr. Olsen served as law clerk for the Judicial Council of
Massachusetts from 1983 to 1990 and was a Senior Trial Counsel for
the Massachusetts Department of Revenue from 1992 to 1998, where
he litigated major tax cases before the Appellate Tax Board,
Superior Court and U.S. Bankruptcy Court.

A graduate of Suffolk University Law School (J.D., 1982) and
Stonehill College (B.A., 1979), Mr Olsen is admitted to practice
in Massachusetts and New York and before the U.S. District Court
for the District of Massachusetts.

McCarter & English LLP, established more than 160 years ago,
represents Fortune 500 and mid-cap companies in their national,
regional and local litigation and on important transactions.
Besides Boston, its 400 attorneys are based in offices in
Baltimore; Boston; Hartford; New York; Newark, NJ; Philadelphia;
Stamford, CT; and Wilmington, DE.


* Proskauer Rose Names Andrea Ascher as Partner in New York Office
------------------------------------------------------------------
Proskauer Rose LLP disclosed that Andrea Ascher, Esq., has joined
the firm as a partner in its New York office.

The firm relates that Ms. Ascher brings significant experience in
domestic and cross-border real estate finance and is a recognized
national leader in construction lending.

Ms. Ascher is also the latest addition to Proskauer's rapidly-
expanding Real Estate Department. The firm recently welcomed Louis
Eatman and Douglas Frank of Mayer, Brown, Rowe & Maw to its Los
Angeles office, as well as D. Eric Remensperger, who joined from
Gibson, Dunn & Crutcher and heads Proskauer's West Coast Real
Estate Department, and Donald Liebman, a leading real estate tax
attorney who joined the firm's New York office as senior counsel
from Stroock & Stroock & Lavan LLP.

"[Ms. Ascher] is an important addition and complement to the
growth of the Real Estate Department's finance capabilities and
will be a significant and impactful part of our team," said Ronald
Sernau, co-chair of Proskauer's Real Estate Department.

Ms. Ascher also brings extensive experience with interim and
permanent loans, sale-leasebacks, equity participating mortgage
loans, workouts, and other secured lending transactions. She
represents lenders originating loans for their own portfolios and
for the secondary markets in numerous complex transactions as well
as purchasing and selling whole loans and component notes and
handling intercreditor, co-lending, and participation agreements
on multi-bank transactions for a wide range of properties.

She joins Proskauer from Cadwalader, Wickersham & Taft LLP and was
also a member of the real estate department at Parker Chapin
Flattau & Klimpl LLP.  Ms. Ascher is a member of the American
College of Real Estate Lawyers, a past chair of the New York State
Bar Association Real Property Law Section Committee on Finance and
Liens, and member of the Real Property Law Committee of the New
York City Bar.  She is a graduate of Emory University School of
Law and Cornell University.

Proskauer's Real Estate Department handles complex real estate
transactions worldwide for a broad spectrum of clients that
includes institutional and specialty lenders, developers, private
equity real estate funds, investment banks, pension funds,
domestic and foreign investors, REITs, sports stadium owners, and
corporate owners of real estate. The group's attorneys work on
transactions across all sectors of the real estate business
including: acquisitions and dispositions; development and
management of commercial, industrial, residential, hospitality and
mixed use properties; joint ventures; the formation of real estate
funds; the public and private offering of debt and equity real
estate securities; senior and mezzanine financing transactions;
leasing on behalf of landlords and major tenants; real estate
litigation; real estate workouts and foreclosures; and real estate
reorganization transactions.

                       About Proskauer Rose

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in  
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans, Paris
and Sao Paulo.  The firm has wide experience in all areas of
practice important to businesses and individuals, including
corporate finance, mergers and acquisitions, general commercial
litigation, private equity and fund formation, patent and
intellectual property litigation and prosecution, labor and
employment law, real estate transactions, bankruptcy and
reorganizations, trusts and estates, and taxation.  Its clients
span industries including chemicals, entertainment, financial
services, health care, information technology, insurance,
internet, lodging and gaming, manufacturing, media and
communications, pharmaceuticals, real estate investment, sports,
and transportation.


* Sidley Austin Promotes Eleven Associates to Partnership
---------------------------------------------------------
Eleven lawyers in the Chicago office of Sidley Austin LLP are
among the 36 associates and counsel elevated to partnership in the
firm, which now has 659 partners in offices in the United States,
Europe, Asia and Australia.

The new Chicago partners are:

   -- Michael C. Andolina, Financial Services/Consumer Class
      Actions;
   -- Jeannette K. Arazi, Structured Finance and Securitization;   
   -- John A. Chamberlin, Real Estate;
   -- Anny C. Huang, Structured Finance and Securitization;
   -- Kenneth P. Kansa, Bankruptcy/Corporate Reorganization;
   -- Christopher P. Lokken, Investment Funds, Advisers and
      Derivatives;
   -- Brian A. McAleenan, Communications Regulatory;
   -- Daniel J. Neppl, Insurance/Reinsurance Disputes;
   -- Clinton R. Uhlir, Insurance;
   -- Robert L. Verigan, M&A and Private Equity; and
   -- J. Randal Wexler, Securities Litigation and S.E.C.
      Enforcement.
    
"All of our new partners embody the client service values and
collegial culture of Sidley, in addition to being exceptionally
talented lawyers," Thomas A. Cole, chair of the firm's Executive
Committee, said.  "We are proud to have them join Sidley's
partnership."
    
"It is gratifying to have these accomplished lawyers join Sidley's
partnership ranks because they truly deserve and have earned this
honor," Charles W. Douglas, chair of the firm's Management
Committee, added.  "They have earned the respect of their clients
and colleagues.  We welcome them to our partnership and appreciate
their continued dedication to the firm."
    
Michael C. Andolina, 34, is a partner in the Financial Services/
Consumer Class Actions practice.  His practice includes a diverse
range of civil litigation matters at the trial and appellate
levels in both state and federal courts, with an emphasis on
consumer fraud class action defense and white collar civil
litigation.
    
Mr. Andolina, who had been an associate, received his J.D. from
The University of Chicago Law School.  He received his A.B., magna
cum laude, Phi Beta Kappa, from Georgetown University.
    
Jeannette K. Arazi, 37, is a partner in the Structured Finance and
Securitization practice.  Ms. Arazi's experience includes the
representation of commercial paper and medium-term note conduits
and financial institutions in the acquisition or financing of
various types of assets including trade receivables, motor vehicle
leases, franchise loans, timeshare interests and other financial
assets.
    
Ms. Arazi, who had been an associate, received her J.D., magna cum
laude, Order of the Coif, from the University of Minnesota Law
School.  She received her B.A., magna cum laude, from Macalester
College.
    
John A. Chamberlin, 37, is a partner in the Real Estate practice.
His practice includes commercial real estate transactions of all
types, including acquisitions, dispositions, financing and leasing
transactions.
    
Mr. Chamberlin, who had been an associate, received his J.D.,
magna cum laude, Order of the Coif, from the University of
Illinois College of Law where he was notes editor of the Law
Review. He received his B.A. from Brigham Young University.
    
Anny C. Huang, 33, is a partner in the Structured Finance and
Securitization practice.  Her practice includes representation of
major financial institutions, public and private corporations,
institutional bond holders, hedge funds and other creditors and
investors in connection with leverage financing for private
equity, real estate and hedge funds, capital call facilities,
syndicated and structured loans, mezzanine financings,
collateralized debt obligations, securitizations, work-outs and
restructurings and single-currency, multi-currency and cross-
border transactions.
    
Ms. Huang, who had been an associate, received her J.D. from
Columbia University School of Law where she was a Kent Scholar and
served on the Law Review.  She received her B.A. and B.S., with
highest honors, from the University of California - Berkeley.
    
Kenneth P. Kansa, 34, is a partner in the Bankruptcy/Corporate
Reorganization practice.  Mr. Kansa's practice encompasses all
areas of corporate reorganization and bankruptcy matters, focusing
on the representation of various parties in complex chapter 11
cases.
    
Mr. Kansa, who had been an associate, received his J.D. from the
University of Virginia School of Law, his M.A. from Cleveland
State University and his B.A. from George Washington University.
    
Christopher P. Lokken, 36, is a partner in the Investment Funds,
Advisers and Derivatives practice. He advises and represents
clients in federal securities, derivatives, futures related
regulatory and corporate matters with respect to alternative
investment funds, including offshore and domestic hedge funds,
commodity pools and alternative asset strategy funds sold on a
retail basis in Japan.
    
Mr. Lokken, who had been an associate, received his J.D., cum
laude, Order of the Coif, from Northwestern University School of
Law where he was coordinating articles editor of the Northwestern
University Law Review.  He received his M.A. from the University
of Chicago, and his B.A., with distinction, from Indiana
University.
    
Brian A. McAleenan, 34, is a partner in the Communications
Regulatory practice.  His practice involves commercial and
regulatory litigation and related matters.
    
Mr. McAleenan, who had been an associate, received his J.D., magna
cum laude, Order of the Coif, from the University of Illinois
College of Law where he was on the Law Review. He received his
B.S., cum laude, from the University of Illinois.
    
Daniel J. Neppl, 38, is a partner in the Insurance/Reinsurance
Disputes practice.  He regularly arbitrates and litigates
reinsurance disputes, representing both ceding companies and
reinsurers in the property and casualty areas in matters involving
both traditional and non-traditional reinsurance.  Prior to
joining the firm, Mr. Neppl clerked for the Honorable
C. Thomas White, Chief Justice of the Nebraska Supreme Court.
    
Mr. Neppl, who had been counsel, received his J.D., cum laude,
from Creighton University School of Law, where he was executive
editor of the Creighton Law Review.  He received his B.S., with
honors, from the University of Iowa.
    
Clinton R. Uhlir, 35, is a partner in the Insurance practice.  He
focuses his practice on the representation of issuers,
underwriters and purchasers of financial products and the
structuring, creation and operation of structured investment
vehicles, asset-backed commercial paper conduit programs,
derivative product companies, including credit derivative product
companies, and other types of structured finance operating
companies.
    
Mr. Uhlir, who had been an associate, received his J.D. from The
University of Chicago Law School and his A.B., cum laude, from
Princeton University.
    
Robert L. Verigan, 32, is a partner in the M&A and Private Equity
practice.  His principal areas of practice include mergers and
acquisitions, corporate finance and venture capital/private equity
investments.  He has also worked with issuers and underwriters in
a variety of initial and follow-on public offerings, including
over a dozen S-1 offerings and private placements of securities.
    
Mr. Verigan, who had been an associate, received his J.D., cum
laude, from The University of Chicago Law School. He received his
B.A., cum laude, from Duke University.
    
J. Randal Wexler, 34, is a partner in the Securities Litigation
and S.E.C. Enforcement practice.  His practice focuses on complex
internal corporate investigations, corporate accounting fraud and
the defense, both individual and corporate, of complex securities
fraud class actions and related violations of ERISA.
    
Mr. Wexler, who had been an associate, received his J.D., cum
laude, from The University of Michigan Law School.  He received
his B.A. from Yale University.
    
Sidley also named to partnership in its other offices:

   a) Brussels -- Arnoud R. Willems;
   b) Frankfurt -- Jerome S. Friedrich;
   c) Hong Kong -- Charles Allen;
   d) London -- Jonathan Edge, Theresa D. Kradjian and Paul
      Matthews;
   e) Los Angeles -- Aimee M. Contreras-Camua, Sandra S. Fujiyama,
      Kelly L.C. Kriebs, Jennifer A. Ratner and Robert M. Stone;  
   f) New York -- Laura M. Barzilai, Madeleine J. Dowling, Lynn A.
      Dummett, Isaac S. Greaney, Joseph Kelly, Dennis M. Manfredi
      and Aryeh H. Zarchan;
   g) San Francisco -- Teague I. Donahey;
   h) Tokyo -- Akira Nakazawa;
   i) Washington, D.C. -- Kevin J. Campion, Mark B. Langdon, Eric
      A. Shumsky, Eric M. Solovy and John K. Van De Weert, Jr.
    
                      About Sidley Austin LLP

Headqurtered in New York City and Chicago, Illinois, Sidley Austin
LLP -- http://www.sidley.com/-- is a full-service law firm that  
practice disciplines including corporate and securities, mergers
and acquisitions, securitization, intellectual property, funds and
other pooled investments, bankruptcy and corporate reorganization,
bank and commercial lending, public finance, real estate, tax and
employee benefits, as well as trusts and estates.  Sidley Austin
was founded in 1866, and has more than 1,700 lawyers practicing in
16 U.S. and international cities including Beijing, Brussels,
Frankfurt, Geneva, Hong Kong, London, Shanghai, Singapore, Sydney
and Tokyo.


* S&P Places 33 Tranches from 10 Transactions Under Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 33
tranches from 10 U.S. cash flow and hybrid CDO of ABS transactions
on CreditWatch with negative implications.  These tranches have a
total issuance amount of $1.025 billion.  All of the affected CDO
transactions are collateralized substantially by U.S. residential
mortgage-backed securities backed by first-lien subprime mortgage
collateral.
     
On July 12, 2007, Standard & Poor's lowered its ratings on 682
classes of U.S. RMBS collateralized by U.S. first-lien subprime
mortgages.  Subsequently, on July 19, 2007, S&P lowered its
ratings on 418 classes of U.S. RMBS backed by U.S. closed-end
second-lien mortgages.  In light of these actions, S&P have
reviewed the exposure of its globally rated CDO transactions to
the downgraded securities and are assessing the impact on its CDO
ratings.  Including the tranches listed below, 147 tranche ratings
from 44 cash flow and hybrid CDO transactions are currently on
CreditWatch with negative implications.  These 147 tranches
represent an issuance amount of $5.714 billion.
     
Aside from these actions, on July 19, 2007, Standard & Poor's
lowered its ratings on 93 tranches from publicly rated synthetic
CDO transactions representing $1.948 billion in issuance.  S&P
then subsequently lowered its ratings on three tranches from two
publicly rated synthetic CDO transactions, representing
$152.5 million, and placed our ratings on seven tranches from one
actively managed transaction on CreditWatch with negative
implications, representing $140.8 million.
     
   
              Ratings Placed on Creditwatch Negative

                                              Rating
                                              ------
    Transaction                  Class  To              From
    -----------                  -----  --              ----
    Cetus ABS CDO 2006-1 Ltd.    A-1    AAA/Watch Neg   AAA
    Cetus ABS CDO 2006-1 Ltd.    A-2    AA/Watch Neg    AA
    Cetus ABS CDO 2006-1 Ltd.    B      A/Watch Neg     A
    Cetus ABS CDO 2006-1 Ltd.    C      BBB/Watch Neg   BBB
    Cetus ABS CDO 2006-1 Ltd.    D      BB+/Watch Neg   BB+
    Cetus ABS CDO 2006-4 Ltd.    B      A/Watch Neg     A
    Cetus ABS CDO 2006-4 Ltd.    C      BBB/Watch Neg   BBB
    Cetus ABS CDO 2006-4 Ltd.    D      BB+/Watch Neg   BB+
    Cetus ABS CDO 2006-4 Ltd.    E      BB/Watch Neg    BB
    Gemstone CDO IV Ltd.         D      BBB/Watch Neg   BBB
    Gemstone CDO IV Ltd.         E      BB/Watch Neg    BB
    GSC ABS Funding 2006-3g Ltd. D      BBB/Watch Neg   BBB
    Longridge ABS CDO I Ltd.     B      AA/Watch Neg    AA
    Longridge ABS CDO I Ltd.     C      A/Watch Neg     A
    Longridge ABS CDO I Ltd.     D      BBB/Watch Neg   BBB
    Longridge ABS CDO I Ltd.     E      BBB-/Watch Neg  BBB-
    Longridge ABS CDO I Ltd.     F      BB+/Watch Neg   BB+
    STACK 2006-2 Ltd.            V      A/Watch Neg     A
    STACK 2006-2 Ltd.            VI     BBB/Watch Neg   BBB
    STACK 2006-2 Ltd.            VII    BB+/Watch Neg   BB+
    GSC ABS CDO 2006-2m Ltd.     D      A/Watch Neg     A
    GSC ABS CDO 2006-2m Ltd.     E      BBB/Watch Neg   BBB
    GSC ABS CDO 2006-2m Ltd.     F      BB+/Watch Neg   BB+
    GSC ABS CDO 2006-2m Ltd.     G      BB/Watch Neg    BB
    Octans II CDO Ltd.           C-2    A-/Watch Neg    A-
    Octans II CDO Ltd.           D      BBB/Watch Neg   BBB
    Octans II CDO Ltd.           X-1    BBB-/Watch Neg  BBB-
    Octans II CDO Ltd.           X-2    BBB-/Watch Neg  BBB-
    South Coast Funding III Ltd. C      BBB/Watch Neg   BBB
    South Coast Funding IX Ltd.  C      A/Watch Neg     A
    South Coast Funding IX Ltd.  D      BBB/Watch Neg   BBB
    South Coast Funding IX Ltd.  E      BBB-/Watch Neg  BBB-
    South Coast Funding IX Ltd.  F      BB+/Watch Neg   BB+


* U.S. Trustee Names Geoffrey Groshong as Mila's Ch. 11 Trustee
---------------------------------------------------------------
The United States Trustee's office selected Geoffrey Groshong,
a partner at Miller Nash LLP, to serve as the trustee over the
July 2, 2007, Chapter 11 bankruptcy filing by Mila Inc.

Mila a former Mountlake Terrace, Washington, subprime residential
mortgage loan company that shut down April 20, 2007.

Mr. Groshing will be responsible for liquidating Mila's assets
and distributing the proceeds to creditors.  At the time of
Mila's bankrptcy filing, documents provided by Mila showed
approximately $7.8 million in assets and $174.7 million in
liabilities.  Subprime mortgage lender bankruptcy filings have
been on the rise since late 2006 as a result of markect
concerns regarding loan quality.

                         About Miller Nash

Headquartered in Vancouver, Washington, Miller Nash LLP, --
http://www.millernash.com/-- serves clients locally and worldwide  
from its five offices in Bend, Portland and Prineville, Oregon,
and Seattle and Vancouver, Washington.  Miller Nash, a member of
the Institue for Transnational Arbitration, represents the states
of Oregon and Washington in the Employment Law Alliance.


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

In Re Colvin, L.L.C.
   Bankr. E.D. Wash. Case No. 07-02361
      Chapter 11 Petition filed July 24, 2007
         See http://bankrupt.com/misc/waeb07-02361.pdf

In Re Sunset Brokers, Inc.
   Bankr. C.D. Calif. Case No. 07-16301
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/cacb07-16301.pdf

In Re Marine Tech & Yacht Services, Inc.
   Bankr. M.D. Fla. Case No. 07-06448
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/flmb07-06448.pdf

In Re Donald Anthony O'Connor
    Bankr. N.D. La. Case No. 07-20489
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/lawb07-20489.pdf

In Re Venux Technology Group, Inc.
   Bankr. N.D. Michigan Case No. 07-05314
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/miwb07-05314.pdf

In Re Belleville Scale Company, Inc.
   Bankr. D. N.J. Case No. 07-20441
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/njb07-20441.pdf

In Re Prime Acquisitions, L.L.C.
   Bankr. D. N.J. Case No. 07-20445
      Chapter 11 Petition filed July 25, 2007
         Filed as Pro Se

In Re Universal Broadcasting, Inc.
   Bankr. D. Nev. Case No. 07-50984
      Chapter 11 Petition filed July 25, 2007
         See http://bankrupt.com/misc/nvb07-50984.pdf

In Re Shoaf & Silva Trucking, L.L.C.
   Bankr. D. Ariz. Case No. 07-03572
      Chapter 11 Petition filed July 26, 2007
         See http://bankrupt.com/misc/azb07-03572.pdf

In Re Cristina Castillo Williamson
   Bankr. N.D. Calif. Case No. 07-30941
      Chapter 11 Petition filed July 26, 2007
         Filed as Pro Se

In Re Tranquility Salon & Spa and The Gentlemen's Quarters, Inc.
   Bankr. M.D. Fla. Case No. 07-06499
      Chapter 11 Petition filed July 26, 2007
         See http://bankrupt.com/misc/flmb07-06499.pdf

In Re Kendall Development Group, Inc.
   Bankr. N.D. Ill. Case No. 07-13336
      Chapter 11 Petition filed July 26, 2007
         See http://bankrupt.com/misc/ilnb07-13336.pdf

In Re Arden Stanley Pierson, Jr.
   Bankr. N.D. Mich. Case No. 07-05377
      Chapter 11 Petition filed July 26, 2007
         Filed as Pro Se

In Re Michael Cerami
   Bankr. E.D. Pa. Case No. 07-21237
      Chapter 11 Petition filed July 26, 2007
         Filed as Pro Se

In Re Paradise Homes, Inc.
   Bankr. S.D. Ill. Case No. 07-60389
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/ilsb-60389.pdf

In Re Bench Dog, Inc.
   Bankr. D. Minn. Case No. 07-42546
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/mnb07-42546.pdf

In Re Oceanview Express, Inc.
   Bankr. N.D. Mo. Case No. 07-61087
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/mowb07-61087.pdf

In Re Kevin Barnett
   Bankr. S.D. Miss. Case No. 07-02299
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/mssb07-02299.pdf

In Re Linda Faye Davenport
   Bankr. M.D. Tenn. Case No. 07-05300
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/tnmb07-05300.pdf

In Re Tambra R. Garrett, M.D., P.A.
   Bankr. E.D. Tex. Case No. 07-41640
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/txeb07-41640.pdf

In Re Paul Garrett
   Bankr. E.D. Tex. Case No. 07-41642
      Chapter 11 Petition filed July 27, 2007
         See http://bankrupt.com/misc/txeb07-41642.pdf

In Re Audio Praxis, Inc.
   Bankr. D. Ariz. Case No. 07-03612
      Chapter 11 Petition filed July 29, 2007
         See http://bankrupt.com/misc/azb07-03612.pdf

In Re Randall E. Bradbury
   Bankr. N.D. Fla. Case No. 07-50243
      Chapter 11 Petition filed July 30, 2007
         Filed as Pro Se

In Re Jose C. Flores
   Bankr. D. Mass. Case No. 07-14681
      Chapter 11 Petition filed July 30, 2007
         Filed as Pro Se

In Re G.M. Chandler Corp.
   Bankr. D. Mass. Case No. 07-42908
      Chapter 11 Petition filed July 30, 2007
         Filed as Pro Se

In Re Idiehl Carriers, Inc.
   Bankr. E.D. N.C. Case No. 07-01618
      Chapter 11 Petition filed July 30, 2007
         See http://bankrupt.com/misc/nceb07-01618.pdf

In Re Tac Enterprises, Inc.
   Bankr. M.D. N.C. Case No. 07-11032
      Chapter 11 Petition filed July 30, 2007
         See http://bankrupt.com/misc/ncmb07-11032.pdf

In Re Groove Entertainment, L.L.C.
   Bankr. D. N.J. Case No. 07-20608
      Chapter 11 Petition filed July 30, 2007
         See http://bankrupt.com/misc/njb07-20608.pdf

In Re Southlake Smoothie Inc.
   Bankr. N.D. Tex. Case No. 07-43145
      Chapter 11 Petition filed July 30, 2007
         See http://bankrupt.com/misc/txnb07-43145.pdf

In Re Porter's Ace Hardware
   Bankr. S.D. Tex. Case No. 07-60129
      Chapter 11 Petition filed July 30, 2007
         See http://bankrupt.com/misc/txsb07-60129.pdf

In Re Patrick Mark Bridges
   Bankr. N.D. Ala. Case No. 07-81934
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/alnb07-81934.pdf

In Re Lonely Island, L.L.C.
   Bankr. E.D. Calif. Case No. 07-25932
      Chapter 11 Petition filed July 31, 2007
         Filed as Pro Se

In Re Vokl and Sons, Inc.
   Bankr. E.D. Calif. Case No. 07-25941
      Chapter 11 Petition filed July 31, 2007
         Filed as Pro Se

In Re S.&H. Associates Limited Partnership
   Bankr. D.C. Case No. 07-00399
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/dcb07-00399.pdf

In Re Church of Hope Christian Academy, Inc.
   Bankr. N.D. Ga. Case No. 07-71890
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/ganb07-71890.pdf

In Re Precision Service Plumbing & Heating
   Bankr. D. N.M. Case No. 07-11821
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/nmb07-11821.pdf

In Re Omiel L. Powell
   Bankr. S.D. N.Y. Case No. 07-22719
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/nysb07-22719.pdf

In Re Hanover Real Estate Holdings, L.L.C.
   Bankr. D. Utah Case No. 07-23500
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/utb07-23500.pdf

In Re The Tax Man, Inc.
   Bankr. N.D. Va. Case No. 07-71172
      Chapter 11 Petition filed July 31, 2007
         See http://bankrupt.com/misc/vawb07-71172.pdf

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

                    *** End of Transmission ***