TCR_Public/070807.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 7, 2007, Vol. 11, No. 185

                             Headlines

1031 TAX GROUP: Court Okays Mesirow as Panel's Financial Advisor
AIRGAS INC: Moody's Holds Ba1 Corporate Family Rating
ALLEGHENY ENERGY: Affiliate to Redeem Series of Preferred Stock
AMERICAN CAPITAL: Syndicates Over $1 Bil. Credit Facilites in 2007
AMERICAN CAPITAL: Earns $788 Million in Second Qtr. Ended June 30

AMERICAN HOME: Files for Chapter 11 Bankruptcy
AQUILA INC: Posts $14.7 Mil. Net Loss in Quarter Ended June 30
ASAT HOLDINGS: New Asat Begins Consents Solicitation to Indenture
ASAT HOLDINGS: Delay in Interest Payment Cues S&P to Put D Rating
ASAT HOLDINGS: April 30 Balance Sheet Upside-Down by $88.3 Million

B/E AEROSPACE: Earns $28.4 Million in Second Quarter 2007
B&G FOODS: Earns $3.7 Million in Second Quarter Ended June 30
BALLY TOTAL: Gets Interim OK to Hire Latham & Watkins as Counsel
BALLY TOTAL: Gets Interim OK to Hire Latham & Watkins as Counsel
BLOCKBUSTER INC: Weak Quarter Results Cue Moody's to Lower Ratings

BOSTON SCIENTIFIC: Retains Endosurgery Group, IPO Called
BOSTON SCIENTIFIC: S&P Pares Corporate Credit Rating to BB+
BROADHOLLOW FUNDING: Moody's Lowers $138 Mil. Notes Rating to Ba1
BUCKEYE TECHNOLOGIES: Earns $15.9 Million in Quarter Ended June 30
CA INC: Earns $129 Million in First Quarter Ended June 30

CHESAPEAKE ENERGY: Earns $518.1 Million in 2007 Second Quarter
CHIQUITA BRANDS: Earns $8.6 Million in 2007 Second Quarter
CHIQUITA BRANDS: S&P Lowers Corporate Credit Rating to B- from B
CHRYSLER AUTOMOTIVE: Moody's Affirms B3 Corporate Family Rating
COMPLIANCE CORP: Case Summary & Eight Largest Unsecured Creditors

CPI INTERNATIONAL: Inks New $160 Million Credit Facility
CRESCENT REAL: Shareholders Approve Morgan Stanley Merger Deal
CSFB HOME: Moody's Downgrades Ratings of 33 Tranches
CWALT INC: Fitch Rates Classes B-3 and B-4 Certs. at Low-B
DELUXE CORPORATION: Earns $36 Million in Second Quarter 2007

DOMINO'S PIZZA: June 17 Balance Sheet Upside-Down by $1.4 Billion
DYNEGY INC: Closes Sale of CoGen Lyondell to EnergyCo for $470MM
EMPIRE RESORTS: June 30 Balance Sheet Upside-Down by $11.9 Million
ENDOCARE INC: Posts $2.3 Million Net Loss in Quarter Ended June 30
FAIRFAX FINANCIAL: Earns $168.1 Million in 2007 Second Quarter

FIRE PROTECTION: Case Summary & 19 Largest Unsecured Creditors
FLEETWOOD PRICE: Voluntary Chapter 11 Case Summary
FRASER PAPERS: Incurs $37.6 Million Net Loss in Qtr. Ended June 30
FRENCH QUARTER: Case Summary & 20 Largest Unsecured Creditors
FRIENDLY ICE: July 1 Balance Sheet Upside-Down by $132.7 Million

GILLESPIE CLO: Moody's Rates GBP 15 Mil. Class E Notes at Ba3
GMAC COMMERCIAL: S&P Holds Low-B Ratings on Classes J to O Certs.
GRAHAM PACKAGING: June 30 Balance Sheet Upside-Down by $612.6 Mil.
HEALTHCARE ACQUISITION: Stockholders Selling 2.8 Million Shares
HERTZ GLOBAL: Earns $83.7 Million in Second Quarter 2007

INDYMAC IMSC: Moody's Rates Class B-5 Notes at B2
JABIL CIRCUIT: To Set Up Two New Divisions, Appoints Officers
K&F INDUSTRIES: Prices Cash Tender Offer for 7-3/4% Sr. Sub. Notes
LANDRY'S RESTAURANTS: Court Grants TRO on $400 Mil. Senior Notes
LNR CDO: Fitch Puts Low-B Ratings on Classes J to L Notes & Shares

MANITOWOC COMPANY: Redeems 10.5% Senior Sub. Notes for $129 Mil.
MORGAN STANLEY: S&P Lifts Rating on $3MM Class A-11 Notes to BB-
NATIONAL SPORTS: Voluntary Chapter 11 Case Summary
NATIONAL STAFFING: Case Summary & 20 Largest Unsecured Creditors
NEW CENTURY: Case Summary & Four Largest Unsecured Creditors

NEWFIELD EXPLORATION: Inks Pact Selling Cherokee Assets for $128MM
NEWMARKET CORPORATION: Earns $30.9 Million in Second Quarter 2007
NEXSTAR BROADCASTING: Board Cancels Talks With Would Be Acquirers
NUTRITIONAL SOURCING: Voluntary Chapter 11 Case Summary
PENNSYLVANIA REIT: Completes Redemption of 11% Senior Pref. Shares

PRG SCHULTZ: June 30 Balance Sheet Upside-Down by $71.3 Million
PRIMEDIA INC: Completes $1 Billion Sale of Enthusiast Media
PRIMEDIA INC: Inks $350 Million Loan Pact with Various Lenders
S-TRAN HOLDINGS: Court Moves Exclusive Plan Filing Date to Sept. 4
SAFEWAY PROPERTY: A.M. Best Lifts B- Financial Strength Rating

SALTON INC: Receives APN Holding's Notice to Terminate Merger
SERVICEMASTER CO: S&P Places B+ Bank Loan Rating on CreditWatch
SYLVEST FARMS: Exclusive Plan Filing Extended Until August 11
TANGER FACTORY: Earns $6.4 Million in Quarter Ended June 30
TARGA RESOURCES: Sets Payments for Repurchase of 8-1/2% Sr. Notes

TECH DATA: Fitch Holds 'BB+' Issuer Default Rating
TODD MCFARLANE: Plan Confirmation Hearing Scheduled on Sept. 9
TOUSA INC: Obtains $500 Mil. Funds for Transeastern JV Settlement
TURNER MEDIA: Case Summary & 20 Largest Unsecured Creditors
UNISYS CORP: June 30 Balance Sheet Upside-Down by $2.2 Million

UNISYS CORP: Fitch Affirms BB+ Rating on $275 Mil. Credit Facility
VALENTIS INC: Earns $80,000 in Third Quarter Ended March 31
VANGUARD CAR: Enterprise Deal Prompts S&P to Withdraw Ratings
VERTRUE INC: Earns $16.7 Million in Fourth Quarter Ended June 30
WACHOVIA BANK: S&P Assigns Low-B Ratings on Classes L to Q Certs.

XELR8 HOLDINGS: Posts $881,000 Net Loss in Quarter Ended June 30
ZIFF DAVIS: Jason Young Succeeds Callahan as Chief Exec. Officer

*C-BASS: Remains Confident Despite Liquidity Challenges
*S&P Lowers Ratings on 25 Tranches and Removes Negative Watch

*Large Companies with Insolvent Balance Sheets

                              *********

1031 TAX GROUP: Court Okays Mesirow as Panel's Financial Advisor
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York gave the Official Committee of Unsecured Creditors in
1031 Tax Group LLC and its debtor-affiliates' bankruptcy cases
permission to retain Mesirow Financial Consulting LLC as its
financial advisor.

The firm is expected to:

   a. provide financial consulting to various solvency, valuation
      and financial issues in connection with the case and, to the
      extend possbile, provide export testimony on that issues;
      and

   b. advise the Committee with respect to reorganization,
      liquidation and transcational issues including advising on
      financial information provided by the Debtors in connection
      with these Chapter 11 cases.

The Committee disclosed the firm's professionals compensation
rates:

   Professionals            Designation               Hourly Rate
   -------------            -----------               -----------
   James S. Feltman         Senior Managing Director     $690
   Sheon Karol              Managing Director            $650
   Patrick Cheng            Senior Vice President        $580
   Thomas Jones             Senior Vice President        $580
   Lindsay Faiella          Associate                    $240
   Kris Iizuka              Paraprofessional             $150
   David Neziroski          Paraprofessional             $150

   Designation              Hourly Rate
   -----------              -----------
   Senior Managing Director  $650-$690
   Managing Director         $650-$690
   Director                  $650-$690
   Senior Vice-President     $550-$620
   Vice President            $450-$520
   Senior Associate          $350-$420
   Associate                 $190-$290
   Paraprofessional            $150

James S. Feltman, a senior managing director 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.

Mr. Feltman can be reached at:

   James S. Feltman
   Senior Managing Director
   Mesirow Financial Consulting LLC
   350 N. Clark St.
   Chicago, IL 60610
   Tel: (800) 453-0600
   http://www.mesirowfinancial.com/

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group   
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


AIRGAS INC: Moody's Holds Ba1 Corporate Family Rating
-----------------------------------------------------
Moody's affirmed Airgas' Ba1 Corporate Family Rating and Ba2
subordinated notes rating and revised the ratings outlook to
stable from negative due to the company's stronger than
anticipated results for the first and second calendar quarters of
2007, which indicated that the integration of recent acquisitions
was well on track with expected performance.  Additionally, based
on recent results, Moody's expects the company to generate
financial metrics that fully support the Ba1 CFR over the next 12
months despite the additional increase in debt in the last
quarter.

On July 26, 2007, Airgas held a conference call to discuss first
quarter earnings.  Sales growth of 18%, was driven by acquisitions
(11%) and organic growth (7%).  Higher operating margins of 12.5%
generated $156 million in EBITDA, which is moderately above
Moody's prior expectation of an annual run rate below $600 million
and does not include Linde's US packaged gas business (purchased
on June 30, 2007).  In Moody's April 3, 2007 report, it noted that
the outlook could be moved back to stable should the company's
credit metrics strengthen relative to projections, its EBITDA rise
to a run-rate of about $600 million, and there be no additional
acquisitions that would materially increase debt.

Airgas' Ba1 CFR rating had been stressed by the significant
increase in debt (>$700 million, or 86% increase) over the past
year, elevated capex that was expected to reduce free cash flow
available for debt reduction and the potential for additional
transactions.  In the current quarter, Moody's expects Airgas'
EBITDA run rate to rise toward the $650 million level due to the
inclusion earnings from the recently acquired packaged gas
business of Linde and continued strong growth in its existing
operations.

Although construction of two new air separation units in
Carrollton, Kentucky and Carlisle, Indiana will limit free cash
flow, Moody's still expects the company to generate upwards of
$100 million of free cash flow and strengthen other financial
metrics to levels that fully support the Ba1 CFR over the next
four quarters.

Airgas Inc., headquartered in Radnor, PA, is the largest
independent distributor of industrial, medical and specialty gases
and related equipment in North America.  Airgas reported
$3.35 billion in sales for the LTM ending June 30, 2007.


ALLEGHENY ENERGY: Affiliate to Redeem Series of Preferred Stock
---------------------------------------------------------------
Monongahela Power Company, subsidiary of Allegheny Energy Inc.,
will redeem all outstanding shares of the series of its Cumulative
Preferred $100 Par Value Stock effective as of Sept. 4, 2007, the
"Redemption Date":

     a) Preferred Series: 4.40%
        Redemption Price: $106.50
        CUSIP: 610202202
        Stock Listing: AMEX:MPN.PR.A

     b) Preferred Series: 4.80% Series B
        Redemption Price: $105.25
        CUSIP: 610202301
        Stock Listing: n/a

     c) Preferred Series: 4.50% Series C
        Redemption Price: $103.50
        CUSIP: 610202400
        Stock Listing: AMEX:MPN.PR.C

     d) Preferred Series: $6.28 Series D
        Redemption Price: $102.86
        CUSIP: 610202509
        Stock Listing: N/A

In addition to the redemption price, accrued and unpaid dividends
up to and including the Redemption Date will be paid to the
holders of the Preferred Stock.  After the Redemption Date, the
Preferred Stock will cease to accrue dividends and will no longer
be deemed outstanding.

All rights of the holders of the Preferred Stock will cease.  The
notice of redemption will be mailed to holders of record as of
Aug. 3, 2007.

For further information, holders of the Preferred Stock should
contact Mellon Investor Services LLC, the redemption agent at 1-
800-777-3674, or their respective banks or brokers.  Copies of the
documents necessary to complete the tender of Preferred Stock for
redemption may be obtained without charge from the redemption
agent.

                      About Allegheny Energy

Based in Greensburg, Pennsylvania, Allegheny Energy, Inc.,
(NYSE:AYE) -- http://www.alleghenyenergy.com/-- is an investor-
owned utility consisting of two major businesses.  Allegheny
Energy Supply owns and operates electric generating facilities,
and Allegheny Power delivers low-cost, reliable electric service
to customers in Pennsylvania, West Virginia, Maryland and
Virginia.

                           *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company Allegheny Energy Inc., its
utility subsidiaries, Monongahela Power Co., West Penn Power Co.,
and Potomac Edison Co., and its unregulated generation company,
Allegheny Energy Supply Co. LLC, to 'BBB-' from 'BB+'.
     
The outlook is stable.  The rating action affects nearly
$3.3 billion of debt, excluding securitized debt.  The upgrade
reflects the company's successful operations and maintenance cost
reductions and significant credit metric improvement.


AMERICAN CAPITAL: Syndicates Over $1 Bil. Credit Facilites in 2007
------------------------------------------------------------------
American Capital Strategies Ltd. disclosed that since the
beginning of 2007 it syndicated over $1 billion in credit
facilities for 10 portfolio companies.  These credit facilities
were syndicated to about 120 institutions and included
transactions such as SMG, Appleseed's Brands, WIS International
and TestAmerica-STL.

SMG

On July 31, 2007, American Capital completed the syndication of
$277.5 million in first lien credit facilities consisting of
revolving credit and first lien term loan facilities for its
portfolio company SMG, the leading provider of entertainment and
conference venue management services worldwide.

On June 14, 2007, American Capital and an affiliate invested
$631 million in the One Stop Buyout(TM) of SMG.  American
Capital's investment took the form of a revolving credit facility,
first lien term loan, senior subordinated debt, holding company
PIK notes and convertible preferred and common equity.  American
Capital Equity Fund I LLC, a fund managed by American Capital,
provided 30% of the American Capital equity investment.

Founded in 1977, SMG currently manages about 200 venues, including
arenas, stadiums, convention centers, exhibition halls, trade
centers, theaters and performing arts centers.  The company's
facilities are primarily located throughout the U.S., with
international facilities in the U.K., Germany, Ireland, Canada,
Puerto Rico, Mexico, Norway and the U.A.E. SMG managed venues
include Oracle Arena in Oakland, CA , Reliant Stadium in Houston,
TX, the Moscone Center in San Francisco, CA, the Long Beach
Convention Center in Long Beach, CA, the Manchester Evening News
Arena in Manchester, U.K., and the Konig-Pilsener Arena in
Oberhausen, Germany.  SMG is headquartered in Philadelphia and has
over 34,000 employees worldwide.

Appleseed's Brands

On July 13, 2007, American Capital and UBS Securities LLC closed
the syndication of the $460 million first lien credit facility
consisting of a revolving credit facility and first lien term loan
for American Capital portfolio company Appleseed's Brands, the
largest direct marketer of private label apparel for men and women
aged 55 and over in the U.S.

On April 30, 2007 American Capital and UBS Securities together
underwrote a $710 million committed financing package to support
Appleseed's recent acquisitions and the refinancing of existing
debt.  American Capital served as Joint Lead Arranger and
Administrative Agent for the facilities and closed on $480 million
of debt consisting of revolving credit and first lien term loan
facilities as well as a second lien term loan and junior notes.
UBS served as Joint Lead Arranger and closed on $230 million of
first lien credit facilities.  Golden Gate Capital is the equity
sponsor.

Appleseed's Brands, the largest direct marketer of private label
apparel for men and women aged 55 and over in the U.S., was formed
in 2005 when Golden Gate Capital bought Johnny Appleseed's and The
TOG Shop.  During 2005, the company also purchased Draper's and
Damon's and then acquired Norm Thompson Outfitters and Haband the
following year.  Appleseed's manages eight catalogs, each
targeting a distinct profile of mature women and together
providing merchandise across the entire price-point spectrum.  
Appleseed's uses a combination of catalogues, letter mailings and
the Internet for direct marketing.  The company is headquartered
in Beverly, MA.

WIS International

On May 18, 2007, American Capital completed the syndication of
$164 million in first lien credit facilities consisting of
revolving credit and first lien term loan facilities for its
portfolio company WIS International, a leading global provider of
outsourced inventory management services.

On Jan. 18, 2007, American Capital and ACE invested $411 million
in the One Stop Buyout(TM) of WIS International.  American
Capital's investment took the form of revolving credit and first
lien term loan facilities, senior subordinated debt, holding
company PIK notes and common and redeemable preferred equity.  ACE
provided 30% of the American Capital equity investment.

WIS International was founded in 1967.  The company's core
business is to provide the systems, technology and staff for
third-party inventory verification services.  WIS has U.S.
headquarters in San Diego, CA and Canadian headquarters in
Toronto, Ontario.  The company has over 200 offices across the
U.S., Canada and internationally with operations based in the
U.K., China, Japan, Mexico, Brazil and Argentina. Annually WIS
provides over 135,000 counts or about 370 counts per day for
retail clients such as Wal-Mart, Home Depot, Rite Aid, Lowe's,
Walgreen's and Dollar General.

TestAmerica-STL

On March 19, 2007, American Capital completed the syndication of
$155 million in first lien credit facilities consisting of
revolving credit and first lien term loan facilities for its
portfolio company TestAmerica-STL, the second largest operator of
environmental testing laboratories in the United States.

On Dec. 29, 2006, American Capital and ACE invested $255 million
in TestAmerica Holdings Inc., supporting TestAmerica's combination
with Severn Trent Laboratories, a division of Severn Trent plc and
the largest operator of environmental testing laboratories in the
United States. American Capital's one stop financing took the form
of revolving credit and first lien term loan facilities, senior
subordinated debt and preferred equity. ACE provided 30% of the
American Capital equity investment. H.I.G. Capital LLC is the
majority owner of TestAmerica-STL.

TestAmerica-STL provides a full spectrum of environmental testing
services, including the complete range of analyses of soil, water
waste and air samples for trace levels of organic, inorganic and
metal contaminants; and air quality and emissions testing,
including analyses of mold, food microbiology and allergens.  The
company also develops and supplies sampling and remediation
pumping systems for landfills and ground water contamination sites
and other environmental testing products. TestAmerica-STL serves
its customer base of over 12,000 clients, including major
industrial companies, engineering and consulting firms and
government entities, through over 100 laboratories and service
centers in the United States.

                      About American Capital

American Capital Strategies Ltd. (Nasdaq: ACAS) --
http://www.americancapital.com/-- is a publicly traded buyout and     
mezzanine fund with capital resources of approximately $7 billion.  
American Capital invests in and sponsors management and employee
buyouts, invests in private equity buyouts, provides capital
directly to early stage and mature private and small public
companies and through its asset management business is a manager
of debt and equity investments in private companies and commercial
loan obligations.  American Capital provides senior debt,
mezzanine debt and equity to fund growth, acquisitions,
recapitalizations and securitizations.  American Capital can
invest up to $300 million per transaction.

                           *     *     *

As reported in the Troubled Company Reporter on July 11, 2007,
Moody's Investors Service assigned a Baa2 rating to American
Capital Strategies, Ltd. $500 million combined debt offering.  

In addition, Moody's assigned a (P)Baa2 senior, unsecured and a
(P)Ba1 preferred stock rating to ACAS's $5 billion shelf
registration.  The ratings outlook is stable.


AMERICAN CAPITAL: Earns $788 Million in Second Qtr. Ended June 30
-----------------------------------------------------------------
American Capital Strategies Ltd. reported earnings for the second
quarter 2007 that increased 172% to $788 million, compared to
$290 million for the second quarter of 2006.  For the quarter, net
portfolio appreciation and realized gains totaled $584 million
compared to $165 million for the second quarter of 2006.  Around
$493 million of the second quarter 2007 earnings of American
Capital are from the appreciation of its asset management
portfolio company, American Capital LLC, driven substantially from
the deconsolidation of the European Capital management company.

In the second quarter of 2007, American Capital received
$32 million of revenue related to its wholly-owned asset
management portfolio company, American Capital LLC.  This is a
256% increase in third-party fund management revenues over the
second quarter of 2006.

As of June 30, 2007, the company listed $12.2 billion in total
assets, $5.7 billion in total liabilities, and $6.5 billion in
total stockholders' equity.

"This is a great time to be one of the best capitalized financial
institutions in the world," said Malon Wilkus, American Capital
chairman, president and chief executive officer, "With less than
one-to-one debt to equity, American Capital has huge competitive
advantages in this new credit environment.  With our One Stop
Buyout(TM) and one stop financing, we fund transactions that are
impossible for some of our competitors to close.  With
demonstrated access to capital in these market conditions, we are
taking advantage of lower multiples, wider spreads and better
terms to generate outstanding risk adjusted returns for our
shareholders."

On July 6, 2007, American Capital was the first alternative asset
manager and the only private equity firm to be included in the S&P
500 Index.  American Capital was added to the S&P 500 in the
category of Financials, Asset Management and Custody Banks. As of
its inclusion, American Capital was the 355th largest firm in the
index based on market capitalization.

"We have outperformed the S&P 500 in each of the ten calendar
years since our IPO, including the last recession, with the
exception of our first full year as a public company," said Malon
Wilkus.  "We've done this by growing our dividend at a 13%
compound annual growth rate and providing a 22% total return to
our shareholders over the past ten years.  The current credit and
economic environment is ideal for us to continue this exceptional
performance. In the past few weeks, American Capital's stock price
has declined along with most financial stocks.  However, American
Capital has a much better capitalized balance sheet than many
financial institutions, CLOs and hedge funds; some of which are
levered above 4:1 debt to equity. We are levered less than one-to-
one debt to equity and are in good shape to handle continued
uncertainty in the capital markets."

"The advantage of our business model becomes more evident in a
widening spread environment like today," said chief financial
officer John Erickson. "As spreads widen, our interest income and
our spread income generally grows, which allows us to increase our
NOI and our dividends. During widening spread environments, we may
experience slower growth in our equity portfolio as more expensive
credit reduces valuation multiples, but our growing spread income
should allow us to continue to generate excellent returns on
equity, just when other companies find it difficult to produce
similar results.  We believe this is why during the last recession
and recovery, we materially out performed the S&P 500, when the
index declined three years in a row."

"Our portfolio continues to perform very well," said Ira Wagner,
chief operating officer, "with our delinquencies and non-accruals
remaining at 4% over the last four quarters.  We believe the
current environment, whereby many investors have lost access to
capital despite very low commercial loan default rates, will
result in a significant increase in our investment opportunities
over and above our already industry-leading deal flow.  We
continue to focus on having the largest middle market deal flow in
our industry so that we can continue to be extraordinarily
selective as to which companies we invest in.  We also continue to
have the significant advantage of not being reliant on commercial
or investment banks for financing for our One Stop Buyouts(TM) and
one-stop-financings because we are able to fund the entire
transaction.  In addition, when we conclude that it is time to
sell a portfolio company, we may choose to provide the buyer with
the appropriate debt financing to supplement their equity to fund
the transaction; a capability most of our competitors lack.  
Therefore, we continue to believe that our capital flexibility and
our very large deal flow will provide us with excellent investment
and exit opportunities going forward."

"Our low levered balance sheet and capital markets creditability
have allowed us to execute a CRE CDO transaction for our CMBS
portfolio, issue our first unsecured public debt, issue our ninth
term debt securitization and raise $1 billion of equity, during a
time when access to capital was closed to many institutions," said
Tom McHale, senior vice president of finance.  "We have no
investments in sub prime residential mortgages.  Only 3% of our
portfolio today is in CMBS investments and there have been no
losses on commercial real estate loans underlying those
investments.  [About t]hree percent of our portfolio assets are in
CDOs, which have produced a 17% IRR.  We have few covenant-light
loans. And, our equity investments, excluding our investment in
American Capital LLC, have produced a 31% IRR over the past year.
We are very well capitalized and have a portfolio that is
performing in a market where opportunities have just become far
more profitable."

              Declaration of Third Quarter Dividend

American Capital's board of directors declared a third quarter
2007 regular dividend of $0.92 per share to record holders as of
Sept. 7, 2007, payable on Oct. 1, 2007.  This is an 11% increase
over the third quarter 2006 dividend of $0.83 per share.  American
Capital has paid a total of $1.7 billion in dividends and paid or
declared dividends of $25.16 per share since its August 1997 IPO
at $15.00 per share.

Second quarter 2007 dividends were $0.91 per share, an 11% growth
over the second quarter 2006 dividends of $0.82 per share. For the
quarter, American Capital's dividend payout ratio was 63% of
Realized Earnings of $1.45 per basic share.

                      2007 Dividend Guidance

American Capital is reiterating its forecast of total 2007
dividends of $3.68 per share to be paid from ordinary taxable
income earned in 2007.  This would represent an 11% growth over
the total 2006 dividends of $3.33 per share.  American Capital
anticipates that its 2007 ordinary taxable income will exceed its
dividends paid and it will elect to pay a 4% excise tax and retain
its excess ordinary taxable income.  The estimated remaining 2007
dividend per share is $0.96 per share for the fourth quarter of
2007.

                       2007 Other Guidance

American Capital is forecasting 14% to 27% growth from Dec. 31,
2006, in net asset value per share, totaling $4.08 to $8.08
growth, to a value in the range of $33.50 to $37.50 per share by
Dec. 31, 2007.  American Capital is forecasting that it will have
between $17 billion and $22 billion of alternative assets under
management by year end, of which $6 billion to $8 billion will be
in funds managed by American Capital; the balance will be on
American Capital's balance sheet.  In addition, American Capital
is forecasting $0.79 to $0.83 in net operating income per basic
share in the third quarter of 2007.

                      About American Capital

American Capital Strategies Ltd. (Nasdaq: ACAS) --
http://www.americancapital.com/-- is a publicly traded buyout and     
mezzanine fund with capital resources of approximately $7 billion.  
American Capital invests in and sponsors management and employee
buyouts, invests in private equity buyouts, provides capital
directly to early stage and mature private and small public
companies and through its asset management business is a manager
of debt and equity investments in private companies and commercial
loan obligations.  American Capital provides senior debt,
mezzanine debt and equity to fund growth, acquisitions,
recapitalizations and securitizations.  American Capital can
invest up to $300 million per transaction.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2007,
Moody's Investors Service assigned a Baa2 rating to American
Capital Strategies, Ltd. $500 million combined debt offering.  

In addition, Moody's assigned a (P)Baa2 senior, unsecured and a
(P)Ba1 preferred stock rating to ACAS's $5 billion shelf
registration.  The ratings outlook is stable.


AMERICAN HOME: Files for Chapter 11 Bankruptcy
----------------------------------------------
American Home Mortgage Investment Corp.’s Board of Directors,
after carefully assessing the sudden adverse impact on the
company's liquidity and business from the extraordinary
disruptions now occurring in the secondary mortgage and real
estate markets, has authorized management to seek protection for
the company through the bankruptcy process in order to best
preserve the value of the company's assets.  Accordingly, American
Home Mortgage Investment Corp., together with certain of its
subsidiaries, has today filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware.  Under the
protection of Chapter 11, American Home will have the time and
opportunity to achieve the best possible value for the creditors
of its mortgage based assets and related operations, as well as an
orderly wind down of the company.

American Home ceased taking mortgage applications on Aug. 1, 2007,
and separated all production employees on Aug. 3, 2007.  The
company is currently maintaining its thrift and servicing
businesses.

In conjunction with the filing, WL Ross & Co. LLC through its
fund, WLR Recovery Fund III, L.P., has agreed to provide American
Home up to $50 million in debtor-in-possession financing, subject
to court approval.  The DIP financing is expected to provide
American Home with funding to facilitate the Chapter 11 process.

American Home further disclosed that its Board has approved and
the company has retained the services of Kroll Zolfo Cooper, and
specifically its Chairman, Stephen Cooper, a highly experienced
specialist in troubled business situations, to lead the Chapter 11
process.

"It is unfortunate that American Home Mortgage, a company which we
built into a highly successful business, experienced this sudden
reversal of its fortunes due to the unanticipated and rather
sudden deteriorations in the secondary and national real estate
markets," Michael Strauss, American Home's Chief Executive
Officer, stated.  "The Chapter 11 process provides American Home
the protection and the opportunity to have the time to make the
most prudent decisions to realize the highest value of our assets
for creditors.  We now shift our focus to this objective."

American Home further stated that, since the company terminated
its mortgage originations business and, while the Chapter 11
process is intended to help preserve and protect the value of the
company's assets, it is highly unlikely that these values will be
sufficient to pay its creditors in full, and that it is realistic
to conclude that ultimately there will be no shareholder equity
value remaining.

The company anticipates that the New York Stock Exchange will
commence delisting proceedings with respect to its common and
preferred stock.

Milestone Advisors, LLC are acting as advisors to American Home
and Young Conaway Stargatt & Taylor, LLP is acting as legal
counsel to the company with respect to the bankruptcy.

Based 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.


AQUILA INC: Posts $14.7 Mil. Net Loss in Quarter Ended June 30
--------------------------------------------------------------
Aquila Inc. reported net loss of $14.7 million for the quarter
ended June 30, 2007, compared to a net loss of $155 million in
2006.  Repositioning activities in the second quarter of 2006,
including the exit from the Elwood tolling agreements, and the
2006 debt tender offer, and rate relief at the utility operations
were the primary reasons for the improvement in current quarter
earnings. Sales for the quarter were $298.6 million in 2007 versus
$283 million in 2006.

"We are pleased to report continued progress in our utilities.  It
is attributable to the dedication of our entire Aquila team that
earnings have improved while we simultaneously find ways to
deliver safe, reliable energy more efficiently," said Richard C.
Green, Aquila chairman and chief executive officer.

Results for the six-month period ending June 30, 2007, were a net
loss of $39 million, compared to a 2006 year-to-date net loss of
$156.1 million.  The repositioning activities that occurred in the
second quarter of 2006 were also the primary reasons for the
change in six month earnings.  Year-to-date sales increased to
$742.8 million, or $28.8 million higher than 2006 sales of
$714 million.

As of June 30, 2007, the company had total assets of $2.9 billion,
total liabilities of $1.6 billion, and total stockholders' equity
of $1.3 billion.

The company held $96.6 million in cash and cash equivalents at
June 30, 2007, as compared with $232.8 million at Dec. 31, 2007.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221a

                         About Aquila Inc.

Headquartered in Kansas City, Missouri, Aquila Inc. --
http://www.aquila.com/-- is an integrated electric and natural
gas utility.  Aquila began as Missouri Public Service Company in
1917 and reincorporated in Delaware as UtiliCorp United Inc. in
1985.  In March 2002, UtiliCorp United Inc. changed its name to
Aquila, Inc.  Aquila's business is organized into three business
segments: Electric Utilities, Gas Utilities and Merchant Services.
Substantially all of Aquila's revenues are generated by Aquila's
Electric and Gas Utilities.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service upgraded Aquila Inc.'s corporate family
rating to Ba2 from B1 and its probability-of-default rating to Ba3
from B2.  At the same time Moody's upgraded Aquila's senior
unsecured rating to Ba3 from B2.


ASAT HOLDINGS: New Asat Begins Consents Solicitation to Indenture
-----------------------------------------------------------------
ASAT Holdings Limited announced Tuesday last week that its wholly
owned subsidiary, New ASAT (Finance) Limited, commenced the
solicitation of consents from the holders of the $150 million
aggregate principal amount of outstanding 9.25% Senior Notes due
2011 to the amendment of certain provisions of the indenture,
dated as of Jan. 26, 2004, pursuant to which the Senior Notes were
issued.  ASAT is seeking consents for amendment or waiver of
certain defaults and events of default that may have occurred or
may occur.  The proposed amendments, if adopted, will among other
things: (i) eliminate restrictions on the value of the assets that
may be held by ASAT Semiconductor (Dongguan) Limited ("ASDL"),
ASAT Holdings' Chinese subsidiary; (ii) expand the ability of ASAT
Holdings and its subsidiaries to secure financing from additional
sources; and (iii) extend the deadline for ASAT Holdings to
fulfill its reporting obligations under the indenture.  Holders of
the Senior Notes are referred to New Asat's Consent Solicitation
Statement and materials, which will be mailed to each record
holder, for the detailed terms and conditions of the consent
solicitation.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Aug. 20, 2007, unless extended by the New Asat.  Only
holders of record as of 5:00 p.m., New York City time, on July 25,
2007, are eligible to deliver consents to the proposed amendments
in the consent solicitation.

ASAT Holdings has retained Piper Jaffray & Co. to serve as
Solicitation Agent for the consent solicitation.  Questions
concerning the terms of the consent solicitation should be
directed to Michael Hsieh of Piper Jaffray & Co. at (212) 284-
9589.  ASAT Holdings has also retained The Bank of New York to
serve as its Information Agent and Tabulation Agent for the
consent solicitation.  Requests for assistance in delivering
consents should be directed to Fernando Hutapea of The Bank of New
York in Singapore at +65-6432-0346.  Requests for copies of the
Consent Solicitation Statement can be directed to either Piper
Jaffray & Co. or The Bank of New York.

                       About ASAT Holdings

ASAT Holdings Limited (Nasdaq: ASTT) -- http://www.asat.com/--  
is a global provider of semiconductor package design, assembly and
test services.  With 18 years of experience, the company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip.  ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products.  Today the company has operations in the United States,
Asia and Europe.

                           *     *     *

ASAT Holdings Limited's consolidated balance sheet at April 30,
2007, showed $135.1 million in total assets, $217.7 million in
total liabilities, and $5.7 million in series A redeemable
convertible preferred shares, resulting in a $88.3 million total
stockholders' deficit.


ASAT HOLDINGS: Delay in Interest Payment Cues S&P to Put D Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services had lowered its long-term
corporate credit rating on ASAT Holdings Ltd. to 'D' from 'CCC'.  
At the same time, it lowered the issue rating on $150 million
9.25% senior notes due 2011 to 'D' from 'CCC'.  The notes were
issued by New Asat (Finance) Ltd. and guaranteed by ASAT.

The downgrades are based on ASAT's announcement on Aug. 1, 2007
that it did not make the semi-annual interest payment on its 9.25%
senior notes.

"Given its extremely tight liquidity, we believe there is a low
likelihood that ASAT will make the interest payment within the 30-
day grace period that starts from the Aug. 1, 2007 due date,"
Standard & Poor's credit analyst Michael Petit said.

Standard & Poor's has very limited access to the company's
management and financial information.  The rating is based on
publicly available information.

Although ASAT has indicated that it has available funds to make
the interest payment, doing so would make it difficult to support
its ongoing business requirements over the near term.

ASAT has asked the bond holders to amend or waive certain
conditions that constitute defaults and events of defaults that
may have occurred or may occur.

Based on the company's fiscal 2007 results, announced on Aug. 1,
2007, ASAT had a shareholders' deficit of $88.3 million at the end
of April 2007.  The company had about $7.3 million in unrestricted
cash, inadequate to cover its semi-annual interest due Aug. 1,
2007 of US$6.9 million for the bond and short-term debt due within
one year of $3.8 million.

Standard & Poor's assigns a 'D' rating when payments on an
obligation are not made on the date due even if the applicable
grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period.

ASAT is a small operator in the highly fragmented and competitive
semiconductor sector.


ASAT HOLDINGS: April 30 Balance Sheet Upside-Down by $88.3 Million
------------------------------------------------------------------
ASAT Holdings Limited announced Tuesday last week its financial
results for the fourth quarter and fiscal 2007, ended April 30,
2007.

ASAT Holdings Limited's consolidated balance sheet at April 30,
2007, showed $135.1 million in total assets, $217.7 million in
total liabilities, and $5.7 million in series A redeemable
convertible preferred shares, resulting in a $88.3 million total
stockholders' deficit.

The company's consolidated balance sheet at April 30, 2007, also
showed strained liquidity with $44.3 million in total current
assets available to pay $58.6 million in total current
liabilities.

Net loss was $11.0 million, which includes charges of
approximately $682,000 in reorganization costs for follow-on
expenses related to completing the move of the company's
manufacturing operations to China, a $1.4 million non-cash
inventory write-off and a $1.3 million income tax provision.  

Net sales in the fourth quarter were $36.0 million, compared with
net sales of $41.5 million in the previous quarter.  Fourth
quarter net loss compares with a net loss of $7.6 million in the
third quarter, which included charges of approximately $405,000
for relocation and facilities expenses and $763,000 in
reorganization charges related to the relocation to China.
      
                Additional Fourth Quarter Results

  -- Net sales for assembly were $34.5 million

  -- Net sales for test were $1.5 million

  -- Capital expenditures were $3.5 million

  -- Cash and cash equivalents at the end of the quarter were
     $7.3 million

                  Fiscal 2007 Financial Results

Net loss for fiscal 2007 was $35.0 million.  This compares with a
net loss of $42.4 million in fiscal 2006.  Net sales
for fiscal 2007 were $164.9 million, compared with net sales of
$182.1 million in fiscal 2006.

"Fiscal 2007 marked the successful completion of the move of our
manufacturing operations to China,” said Tung Lok Li, acting chief
executive officer of ASAT Holdings Limited.  “While our revenue
declined year-over-year, the lower cost structure and better
operating environment contributed to an improvement in our gross
margin and a reduction in our net loss.

"With the majority of our cost reduction strategy now implemented,
in fiscal 2008 we will focus on driving top line growth through a
combination of increasing business with our current customers and
capitalizing on our core strengths to add new customers.  I am
confident we have the strategy and management team in place to
grow revenue next fiscal year.  Also, when combining revenue
growth with the new lower cost structure, we expect to see an
overall improvement in our financial results in fiscal 2008,” said
Mr. Li.

                First Quarter Fiscal 2008 Outlook

"We are seeing positive signs in the overall market environment
and believe the seasonal trends and inventory issues that impacted
our customers for the last two quarters are now behind us," said
Mr. Li.  "As a result, based on preliminary figures, we expect our
net sales for the quarter ended July 31, 2007, increased to
approximately $37.7 million.  Also, while we are just beginning
our October quarter, we expect our positive momentum to continue
and believe revenue will increase 3 percent to 8 percent above the
July quarter results."

               ASAT Commences Consent Solicitation

In a separate release, ASAT announced it is soliciting consent
from the holders of its 9.25% Senior Notes due 2011.  ASAT is
seeking consents for amendment or waiver of certain defaults and
events of default that may have occurred or may occur.  The
proposed amendments, if adopted, will among other things: (i)
eliminate restrictions on the value of the assets that may be held
by ASAT Semiconductor (Dongguan) Limited ("ASDL"), ASAT Holdings'
Chinese subsidiary; (ii) expand the ability of ASAT Holdings and
its subsidiaries to secure financing from additional sources; and
(iii) extend the deadline for ASAT Holdings to fulfill its
reporting obligations under the indenture for the Senior Notes.
The consent solicitation will expire at 5:00 p.m., New York City
time, on Aug. 20, 2007, unless extended by New ASAT (Finance)
Limited.  Only holders of record as of 5:00 p.m., New York City
time, on July 25, 2007, are eligible to deliver consents to the
proposed amendments in the consent solicitation.

                         Interest Payment

The company also announced it will delay making the semi-annual
interest payment on its 9.25% Senior Notes.  ASAT has 30 days from
the Aug. 1, 2007, due date to meet its interest payment
obligation.

"We believe it is prudent to utilize the 30 day grace period while
we attempt to complete the consent solicitation process and
closure of potential new financing, which we are trying to
complete prior to the end of the grace period," said Kei Hong
Chua, chief financial officer of ASAT Holdings Limited.  "While we
have the funds available now to make the payment, doing so would
leave us in a challenging position to support our ongoing business
requirements in the near term.  We are working with several banks
and financing firms to obtain financing and are optimistic that we
will reach a successful outcome with both the consent solicitation
and financing package."

                       About ASAT Holdings

ASAT Holdings Limited (Nasdaq: ASTT) -- http://www.asat.com/--  
is a global provider of semiconductor package design, assembly and
test services.  With 18 years of experience, the company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip.  ASAT was the first company to develop
moisture sensitive level one capability on standard leaded
products.  Today the company has operations in the United States,
Asia and Europe.


B/E AEROSPACE: Earns $28.4 Million in Second Quarter 2007
---------------------------------------------------------
B/E Aerospace Inc. reported net earnings for the second quarter
ended June 30, 2007, of $28.4 million that included one-time debt
prepayment costs of $11 million, versus net earnings of
$18.7 million in the second quarter of 2006.

Revenues for the second quarter of 2007 of $398.2 million reflect
46.7% year-over-year growth, over revenues of $271.5 million for
the second quarter of 2006.

Net earnings for the six months ended June 30, 2007 were
$60.5 million, as compared with net earnings of $32.5 million for
the six months ended June 30, 2006.  The company had revenues of
$786 million for the six months ended June 30, 2007, as compared
with revenues of $518.7 million for the six months ended June 30,
2006.

               Liquidity And Balance Sheet Metrics

Cash at June 30, 2007, was $31 million.  During the second
quarter, the company reduced long-term debt by $350 million; as a
result of the redemption of its $250 million 8-7/8% senior
subordinated notes due 2011 and prepayment of $100 million of bank
term debt.  Cash decreased in the first half of 2007 due to the
$350 million prepayment of debt, a significant expansion in the
company's distribution segment product line and the over 50% year-
over-year increase in revenues.

Working capital at June 30, 2007 was $588.3 million.  This
compares with working capital of about $456 million at Dec. 31,
2006.  The increase in working capital of $132.3 million is
primarily due to planned investments in inventories in the
distribution segment and due to the higher levels of accounts
receivable and inventories required to support the business at the
substantially higher revenue levels.  Depreciation and
amortization for the six months ended June 30, 2007, was
$16.9 million as compared to $14 million in the same period in the
prior year.

The company's balance sheet listed $1.6 billion in total assets,
$455.8 million in total liabilities, and $1.2 billion in total
stockholders' equity.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221b

                      Management's Comments

Commenting on the recent performance of B/E Aerospace, Amin J.
Khoury, chairman and chief executive officer of B/E Aerospace
said, "The second quarter of 2007 was another record quarter for
B/E Aerospace as each of our business segments contributed to the
strong overall results.  As expected, our operating margin
increased by 190 basis points versus the same period in the
prior year.  This solid margin expansion is primarily due to the
high quality of our record backlog, the operating leverage
inherent in our business and productivity initiatives."

Mr. Khoury continued, "In addition, the second quarter was a
strong bookings quarter.  Programs awarded during the current
quarter reflect a mix of follow-on awards from existing customers
for both additional retrofit business as well as orders for
interior equipment for new aircraft.  Importantly, we are now
beginning to see initial orders from the U.S. airlines, a process
that is expected to extend for a number of years to come.  As
worldwide air travel continues to grow, many airlines are planning
to expand their fleets and upgrade their existing aircraft.  We
believe these activities are now driving demand for cabin interior
products in programs that will begin to deliver in 2009 and
beyond.  Our long-term visibility arising from current backlog and
associated expected follow-on orders, together with a nascent
domestic market awakening serve as the foundation for our
expectation of continued strong revenue and earnings growth for
the next several years."

                        Financial Guidance

The company has previously raised 2007 financial guidance three
times during 2007 and is raising it an additional $0.02 per share
today.  The company's current 2007 full year earnings per diluted
share guidance is now about $1.57 per share.

The company is raising its 2008 financial guidance: full year 2008
revenues are expected to grow by about 25% to about $2 billion and
full year 2008 earnings per diluted share are expected to grow by
about 4% , based on the expected 25% revenue growth, to about
$2.25 per share.

Mr. Khoury commented, "Industry experts expect air traffic growth
to outpace capacity growth for some time to come.  All indications
are that the current commercial aircraft new-build delivery cycle
both for wide-body and narrow-body aircraft will remain very
strong well into the next decade, driven by the escalating need
for more fuel-efficient aircraft and the growing importance of
emerging countries.  In addition, market conditions are requiring
airlines to refurbish and upgrade their current fleets of wide-
body aircraft in order to remain competitive.  These factors and
our ongoing dialogues with our airline customers underscore our
expectation that the demand for our products will remain robust
for a number of years.  As a result, we are also forecasting
continued backlog growth.  We plan to update our 2008 - 2010
outlook when we report our third quarter financial results in late
October."

                        About B/E Aerospace

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV)
-- http://www.beaerospace.com/-- manufactures aircraft cabin
interior products, and is an aftermarket distributor of aerospace
fasteners.  B/E designs, develops and manufactures a broad range
of products for both commercial aircraft and business jets. B/E
manufactured products include aircraft cabin seating, lighting,
oxygen, and food and beverage preparation and storage equipment.
The company also provides cabin interior design, reconfiguration
and passenger-to-freighter conversion services.  B/E sells and
supports its products through its own global direct sales and
product support organization.

                          *      *      *

As reported in the Troubled Company Reporter on May 9, 2007,
Moody's Investors Service has raised the ratings of B/E Aerospace,
Inc., Corporate Family Rating to Ba2 from B1.  The ratings on
B/E's senior secured credit facility have been upgraded to Ba1
from Ba3, while the senior unsecured notes' rating was upgraded to
B1 from B2.  In addition, the Speculative Grade Liquidity Rating
was raised to SGL-1 from SGL-2.  The ratings outlook is stable.
The action concluded the review for upgrade commenced on March 19,
2007.


B&G FOODS: Earns $3.7 Million in Second Quarter Ended June 30
-------------------------------------------------------------
B&G Foods Inc. reported net income of $3.7 million for the second
quarter ended June 30, 2007, compared to $2.3 million for the
second quarter of 2006.

Net sales for the second quarter of 2007 increased 12.3% to
$118.2 million from $105.3 million for the thirteen weeks ended
July 1, 2006.  Excluding the impact of the Cream of Wheat
acquisition and the termination of a temporary co-packing
arrangement, net sales increased $1.6 million or 1.5% relating to
increases in sales price and unit volume.  The Cream of Wheat
acquisition accounted for $12.4 million of the net sales increase
offset by a decrease in net sales of $1.1 million relating to the
termination of the temporary co-packing arrangement.

                    First Two Quarters of 2007

Net income was $7.8 million for the first two quarters of 2007,
compared to $5.3 million for the comparable period of fiscal 2006.

Net sales for the first two quarters of 2007 increased 12% to
$221.9 million from $198.2 million in the comparable period of
fiscal 2006.  Excluding the impact of Cream of Wheat acquisition
and the termination of a temporary co-packing arrangement, net
sales increased $6.2 million or 3.2% relating to increases in
sales price and unit volume.  The Cream of Wheat acquisition
accounted for $18.8 million of the net sales increase offset by a
decrease in net sales of $1.3 million relating to the termination
of the temporary co-packing arrangement.

As of June 30, 2006, the company had total assets of
$839.6 million, total liabilities of $656.2 million, and total
stockholders' equity of $183.4 million.

David L. Wenner, chief executive officer of B&G Foods, stated,
"The company's second quarter performance reflects successful
pricing initiatives and ongoing effective cost management, as well
as positive contributions from our recently-acquired Cream of
Wheat business.  During the quarter we were delighted to complete
the initial public offering of our Class A common stock as a
separately traded security.  We believe that our new capital
structure and reduced leverage leave us exceptionally well-
positioned to continue to execute our growth strategies and to
pursue attractive acquisition opportunities."

                   Class A Common Stock Offering

As previously reported, during the second quarter of 2007, B&G
Foods closed its initial public offering of 15,985,000 shares of
its Class A common stock as a separately traded security, which
includes 2,085,000 shares issued pursuant to the fully exercised
underwriters' option to purchase additional shares, at $13.00 per
share.  The separately traded Class A common stock trades on the
New York Stock Exchange under the trading symbol "BGS" and trades
separately from B&G Foods' Enhanced Income Securities, each of
which represents one share of Class A common stock and $7.15
principal amount of 12% senior subordinated notes due 2016 and
trade on the New York Stock Exchange under the trading symbol
"BGF."

The proceeds of the offering, after deducting underwriting
discounts and commissions and other fees and expenses, were
$193.2 million.  In connection with the offering, B&G Foods
repurchased 6,762,455 outstanding shares of its Class B common
stock for $82.4 million, and the remaining 793,988 shares of its
outstanding Class B common stock were exchanged for an equal
number of shares of Class A common stock.  B&G Foods also prepaid
$100 million of its term loan borrowings under its senior secured
credit facility.  B&G Foods expects to use the remaining net
proceeds of the offering for general corporate purposes.

As of July 25, 2007, B&G Foods had 36,778,988 shares of Class A
common stock issued and outstanding, 17,290,567 of which were held
in the form of EISs and 19,488,421 of which were held separate
from EISs.  As of July 25, 2007, the registrant had no shares of
Class B common stock issued or outstanding.

                         About B&G Foods

B&G Foods Inc. (AMEX: BGF) -- http://www.bgfoods.com/-- and its   
subsidiaries manufacture, sell and distribute a diversified
portfolio of high-quality, shelf-stable foods across the United
States, Canada and Puerto Rico.  B&G Foods' products include
jams, jellies and fruit spreads, canned meats and beans, spices,
seasonings, marinades, hot sauces, wine vinegar, maple syrup,
molasses, salad dressings, Mexican-style sauces, taco shells and
kits, salsas, pickles and peppers and other specialty food
products.  B&G Foods competes in the retail grocery, food
service, specialty store, private label, club and mass
merchandiser channels of distribution.  Based in Parsippany, New
Jersey, B&G Foods' products are marketed under many recognized
brands, including Ac'cent, B&G, B&M, Brer Rabbit, Emeril's,
Grandma's Molasses, Joan of Arc, Las Palmas, Maple Grove Farms
of Vermont, Ortega, Polaner, Red Devil, Regina, San Del, Ac'cent
Sa-Son, Trappey's, Underwood, Vermont Maid and Wright's.
Preliminary revenues for the fiscal year ended Dec. 30, 2006,
were US$411.3 million.

                        *     *     *

As reported in the Troubled Company Reporter on May 21, 2007,
Moody's Investors Service placed the B3 senior unsecured notes of
B&G Foods, Inc. on review for possible upgrade following the
announcement that the company plans to reduce debt that is more
senior with a portion of the proceeds of a proposed common stock
issuance.  LGD assessments for both this debt instrument and
others are also subject to change after the equity issuance.  
Moody's affirmed B&G's other ratings, including the B2 corporate
family rating, and maintained a stable rating outlook.


BALLY TOTAL: Gets Interim OK to Hire Latham & Watkins as Counsel
----------------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-
affiliates obtained from the U.S. Bankruptcy Court
for the Southern District of New York in Manhattan authority,  
on an interim basis, to employ Latham & Watkins LLP as
their attorneys, effective as of July 31, 2007.

Marc D. Bassewitz, senior vice president, secretary and general
counsel of Bally Total Fitness Holding Corporation, relates that
Latham & Watkins has been counsel to the Debtors on a number of
matters for more than 10 years, including the preparation of the
Chapter 11 filings, and, therefore, will be able to quickly
respond to any and all issues that may arise during the Chapter
11 Cases.  

The firm is intimately familiar with the Debtors' businesses and
affairs and many of the potential legal issues that may arise in
the context of the Chapter 11 Cases, Mr. Bassewitz says.

As counsel for the Debtors, Latham & Watkins will render legal
services relating to the day-to-day administration of the Chapter
11 cases and the several issues that may arise, including:

   -- advising the Debtors with respect to their powers and
      duties in the continued management and operation of their
      business and properties;

   -- attending meetings and negotiating with representatives of
      creditors;

   -- taking all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf;

   -- preparing all motions, applications, answers, orders,
      reports, and papers necessary to the administration of
      the Debtors' estates;

   -- taking necessary action on behalf of the Debtors to obtain
      approval of their Disclosure Statement and confirmation of
      their Plan of Reorganization;

   -- advising the Debtors in connection with any potential sale
      of assets;

   -- appearing before the Bankruptcy Court, appellate courts,
      and the U.S. Trustee, and protect the interest of the
      Debtors' estates;

   -- performing all other necessary legal services in connection
      with the Debtors' Chapter 11 Cases, including analyzing
      leases and executory contracts and any assumptions;      
      analyzing the validity of liens against the Debtors; and
      advising on corporate, litigation, environmental, and other
      legal matters.

Latham & Watkins will be paid based on its hourly rates:

           Partners                 $595 to $975
           Of Counsel               $525 to $850
           Associates               $275 to $645
           Paraprofessionals         $90 to $320

The firm will also be reimbursed for it's reasonable out-of-
pocket expenses.

These professionals are presently expected to have primary
responsibility for providing services to the Debtors:

   * David S. Heller,
   * Richard A. Levy,
   * Josef S. Athanas,
   * Keith A. Simon, and
   * Caroline A. Reckler

Mr. Bassewitz notes that on February 20,  2007, the Debtors
advanced $1,250,000 to Latham & Watkins as a retainer.  On each
of March 23, April 5, May 4, and June 5, the Debtors advanced a
further $250,000 to the firm as a retainer.  On  July 30, the
Debtors advanced an additional $100,000.

Much of the retainer has been applied prior to the Petition
Date to prepetition fees and expenses, and as of the Petition
Date, the amount of Latham & Watkins' retainer was approximately
$6,200.

As of bankruptcy filing, Mr. Bassewitz continues, the Debtors do
not owe the firm any amounts for legal services rendered before
the Petition Date.  During the one year prior to the Petition
Date, the firm received a total of $5,755,181 in compensation
from the Debtors.

Mr. Heller, Esq., a partner at the firm, assures the Court that
Latham & Watkins is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

Mr. Heller adds that Latham & Watkins has in the past represented
or currently represents certain of the Debtors' creditors,
equity security holders, or other parties-in-interest in matters
unrelated to the Debtors or the Chapter 11 cases.  None of the
representations are materially adverse to the interests of the
Debtors' estates, he says.

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


BALLY TOTAL: Gets Interim OK to Hire Latham & Watkins as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
in Manhattan gave Bally Total Fitness Holding Corporation and its
debtor-affiliates authority, on an interim basis, to employ
Deloitte Financial Advisory Services LLP as their financial
advisors, effective as of July 31, 2007.

Deloitte FAS has provided services to the Debtors on a number of
matters for approximately eight months prior to their bankruptcy
filing, including providing financial advisory services in
preparation for the commencement of the Chapter 11 cases, Marc D.
Bassewitz, senior vice president, secretary and general counsel
of Bally Total Fitness Holding Corporation, tells the Court.

Deloitte FAS is, thus, familiar with the Debtors' businesses and
affairs and many of the potential issues that may arise in the
context of the Chapter 11 cases, Mr. Bassewitz says.  

The Debtors expect the firm to:

   -- assist the Debtors in the accumulation of information
      associated with a Chapter 11 filing;

   -- assist the Debtors in the preparation of, and provide
      recommendations regarding, cash management and invoice
      cut-off procedures;

   -- assist the Debtors in the creation of reporting processes,
      including Schedules of Assets and Liabilities, Statements
      of Financial Affairs, Monthly Operating Reports, a creditor
      matrix, and other ancillary reporting;

   -- assist the Debtors in assembling, compiling, and formatting
      the information necessary to prepare first day motions, a
      plan of reorganization and disclosure statement;

   -- assist the Debtors in gathering leases, contracts, and
      other agreements;

   -- assist the Debtors in the development of potential Chapter
      11 execution strategies for operational functions,
      including customer management, purchasing, vendor
      management and other logistical issues;

   -- assist the Debtors in the review and reconciliation of the
      claims of their creditors and response to their creditors;

   -- assist the Debtors with the assessment of their actual and
      projected membership revenues;

   -- assist the Debtors with the assessment of the financial
      data and forecasting models utilized in preparing the
      Debtors' membership revenue projections;

   -- assist the Debtors with the assessment of profitability by
      membership types and on a club-by-club basis;

   -- assist the Debtors in connection with the identification,
      development and implementation of restructuring
      alternatives;

   -- attend and participate in court hearings and meetings on
      matters within the scope of the services to be performed
      and as mutually agreed upon; and

   -- provide other services as may be agreed to by the Debtors
      and Deloitte FAS.

According to Mr. Bassewitz, Bally seeks to retain Deloitte FAS
because of its extensive experience and knowledge in the field of
financial advisory services, including financial advisory
services in cases before bankruptcy courts.

In exchange for its services, Deloitte will be paid based on its
hourly rates:

     Partner, Principal or Director   $500 to $575
     Senior Manager                   $425 to $475
     Manager                          $350 to $400
     Senior Associate                 $275 to $300
     Associate                        $225 to $250

Deloitte's Walton Brown, Carl S. Lane, and Roberto Cortez are the
professionals expected to have primary responsibility for
providing services to the Debtors.

As a result of Deloitte FAS' and its affiliate, Deloitte Tax
LLP's prepetition services to the Debtors, both parties received
retainers from the Debtors in the 90 days prior to the Petition
Date:
                           Amount
                           ------
    Deloitte FAS       $1,681,004  
    Deloitte Tax          645,863

About $50,562 in Deloitte FAS' retainers remained as of the
Petition Date, while $91,370 remained in Deloitte Tax's
retainers.  No amounts were due and owing from the Debtors to
both advisors prior to that Date.

The Debtors will indemnify and hold harmless Deloitte FAS, its
subcontractors and their personnel from all claims, liabilities
and expenses relating to the engagement, except to the extent
finally judicially determined to have resulted primarily from
Deloitte FAS' bad faith, intentional misconduct or recklessness.

Mr. Lane, a principal at Deloitte FAS, assures Judge Lifland that
Deloitte FAS is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

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


BLOCKBUSTER INC: Weak Quarter Results Cue Moody's to Lower Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Blockbuster Inc.'s corporate
family rating to Caa1, its senior secured credit facilities to B3,
and speculative grade liquidity rating to SGL-4. In addition,
Moody's affirmed the senior subordinated notes rating at Caa2. The
rating outlook remains negative.

The downgrade is prompted by Blockbuster's very weak first and
second quarter results which were significantly below Moody's
expectations and resulted in the company needing to attain an
amendment to the financial covenants contained in its senior
secured bank credit facilities.  The downgrade also reflects the
significant challenge that the management team of Blockbuster
faces as it seeks to quickly turn its dramatic year-over-year
operating declines in order to avoid any further potential
covenant violations.

These ratings are downgraded:

-- Corporate family rating to Caa1 from B3;

-- Senior secured bank credit facilities to B3 (LGD3-42%) from B1
    (LGD2-25%);

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

These ratings are affirmed:

-- Probability of default rating at B3;
-- Senior subordinated notes at Caa2 (LGD6-92%).

The Caa1 rating reflects Blockbuster's history of highly volatile
and unpredictable operating performance as a result of the
mismanagement of the launch of strategic initiatives, particularly
Total Access and the No Late Fees programs.  In addition to the
need to address its poor execution, Blockbuster faces the ongoing
challenge of all players in the video store industry of
identifying ways of dealing with intense competition, price
deflation and evolving technology.

The corporate family rating reflects Moody's expectation that EBIT
will likely be negative for the fiscal year 2007 even if the
company is able to significantly turn around its operating
declines during the third quarter.  Moody's acknowledges that the
new senior leadership of Blockbuster is in the early stages of
implementing better execution of Total Access and creating an
overall business strategy which will make the most of
Blockbuster's clear leadership in the area of video and game
rentals and preserve its high brand value.

However, the better execution and cost saving initiatives need to
come to fruition quickly as there is a high potential for further
covenant violations unless the company significantly turns around
its operating performance during the third quarter of 2007.  As a
result, the company faces the risk that its bank lenders may
become unwilling to provide additional covenant relief,
particularly if currently difficult market conditions persist.  In
Moody's opinion, the management team not only faces the challenge
of stabilizing the business but also the likely need to find ways
to most cost-effectively rationalize its leased store base.

The downgrade to SGL-4 reflects Moody's expectation that
Blockbuster's liquidity will be weak over the next four quarters.
Moody's expects that the company will likely generate negative
free cash flow over the next twelve months. The company should
have sufficient availability under its $450 million revolver to be
able to fund this deficit.  However, Moody's believes that
Blockbuster is at risk for further potential covenant violations
as the management team of Blockbuster faces a significant
challenge to quickly turn its dramatic year over year operating
declines in order to avoid any further potential covenant
violations.

The company has very limited alternate sources of liquidity as the
majority of the company's tangible and intangible assets are
pledged to the senior secured credit facilities.  In addition, the
company recently monetized two of its assets, GameStation and
Rhino Video, the proceeds of which were used to repay its term
loan facilities, which leaves it with fewer assets to sell off.

The negative outlook reflects the challenge management faces of
dramatically turning the operating performance quickly to avoid
any further potential covenant violations.  Ratings could be
further downgraded should the risk of a potential covenant
violation come to fruition, should liquidity become constrained,
or should the decline in operating performance not begin to show
signs of improvement.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with about
8,000 stores throughout the Americas, Europe, Asia, and Australia.
Total revenues for the fiscal year ended Dec. 31, 2006 were nearly
$5.5 billion.


BOSTON SCIENTIFIC: Retains Endosurgery Group, IPO Called
--------------------------------------------------------
Boston Scientific Corporation provided an update on its plans
to strengthen operating and financial performance as part of
its overall strategy of restoring growth, increasing sustainable
short- and long-term shareholder value, and continuing to build
a broad, diversified medical device company.

The company said it has completed its exploration of an initial
public offering of a minority interest in its Endosurgery group
and that the group will remain wholly owned by the company.  On
March 12, the company had announced it intended to explore the
benefits that may be gained from operating the Endosurgery group
as a separately traded public company that would become a
majority-owned subsidiary of Boston Scientific.

The company also said it plans a number of announcements in the
coming weeks and months that will advance its previously disclosed
objectives of selling non-strategic assets, divesting elements of
its investment portfolio, and reducing expenses and headcount to
be more in line with the company's revenue base.  An expense and
headcount restructuring plan is in development and will be
communicated next quarter.  The plan will be one of many critical
actions designed to begin enhancing shareholder value.  The
company
also reiterated its plans to be more selective in its business
development activities.

"Our decision to retain the Endosurgery group is the first in a
series of steps we plan to take to advance our strategy of
restoring growth, increasing shareholder value and continuing to
build a broad, diversified company," said Jim Tobin, Boston
Scientific President and Chief Executive Officer.  "We believe we
can create more shareholder value with the Endosurgery group
remaining wholly owned by Boston Scientific, and we have concluded
that an IPO would have reduced -- rather than enhanced -- Boston
Scientific's shareholder value.  The benefits of retaining the
Endosurgery group clearly outweigh those offered by the sale of a
minority interest."

"The exploration process has increased visibility to the historic
strengths and future potential of the Endosurgery group," added
Mr. Tobin. "Endosurgery is a market leader that has delivered
consistent double-digit growth and impressive performance year
after year, and it is expected to generate more than $1.4 billion
in revenue this year.  It represents great value, and it provides
important balance within our portfolio of businesses. We believe
these considerable contributions are best maintained by keeping
Endosurgery as a strategic asset of Boston Scientific."

Mr. Tobin said the retention of the Endosurgery group should serve
to strengthen the company's financial position going forward,
particularly Endosurgery's strong gross profit margins and robust
operating cash flows.

                         Lower Ratings Expected

The Wall Street Journal said on its Web site Friday that Boston
Scientific's moved raised questions about whether the company's
credit rating will face further downgrades.

According to WSJ, credit analysts had regarded the IPO as critical
to the company's ability to pay down the $9 billion in debt it
took
on to buy Guidant Corp. last year.

                        About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--   
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.


BOSTON SCIENTIFIC: S&P Pares Corporate Credit Rating to BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boston Scientific Corp. to 'BB+' from 'BBB-' and placed
the ratings on the company on CreditWatch with negative
implications.  S&P has withdrawn the commercial paper rating at
the company's request.

"The downgrade reflects the company's decision to retain full
ownership of its endosurgery group," Standard & Poor's credit
analyst Cheryl Richer explained.

Although Boston Scientific still plans to sell nonstrategic
assets, divest elements of its investment portfolio, and reduce
expenses and headcount, debt reduction will proceed at a slower
pace than previously anticipated.  The rating will remain on
CreditWatch while we review the implications of Boston
Scientific's revised strategy on its business and financial risk.


BROADHOLLOW FUNDING: Moody's Lowers $138 Mil. Notes Rating to Ba1
-----------------------------------------------------------------
Moody's downgraded the $138 million Variable Rate Subordinated
Notes issued by Broadhollow to Ba1 from Baa2.  The Notes are also
on watch for possible further downgrade.

Moody's also placed the secured liquidity notes, a form of
extendible asset-backed commercial paper, issued by Broadhollow
Funding LLC currently rated Prime-1 on watch for possible
downgrade.

The rating action follows public reports that the program sponsor,
American Home Mortgage Investment Corp. has filed for bankruptcy
under Chapter 11.  The rating action is based primarily on
uncertainty with respect to servicing or the disruptive effect of
a transfer of servicing, the risk that the number of delinquent
mortgages may increase, and uncertainty with respect to the price
delinquent mortgages will receive upon sale.

On Aug. 6, 2007, American Home Mortgage Investment Corp. filed for
bankruptcy protection under Chapter 11.  The program was unable to
roll maturing commercial paper and has extended about $150 million
of ABCP that came due on August 6, and will likely continue to
extend ABCP as it reaches its expected maturity.  Extended ABCP
has a legal final maturity 120 days after the date of the
extension.  Extension in this case is to provide liquidity to the
program and time to sell the mortgage collateral.  All mortgage
loans must be sold during this period to provide cash to repay
ABCP by legal final maturity.

As of Aug. 6, 2007, Broadhollow had about $1.536 billion of
extendible commercial paper referred to as "SLNs" and $138 million
of subordinated notes outstanding.  This program was backed by
about $1.7 billion of mortgage loans (at acquisition cost).  About
$45 million of these loans are 30 or more days delinquent.  There
is also a funded cash reserve account of $26 million.  The
available enhancement covers current delinquencies about five
times, and provides a cushion against further deterioration in the
portfolio.  The SLNs have been placed on watch due to the
uncertainty of the length of the liquidation period and the
quality of the servicing during that time.

Swaps provided by ABN AMRO (Aa2/P-1/B-), Bank of America (Aaa/P-
1/A), Calyon (Aa1/P-1/C+) and Citibank (Aaa/P-1/A) cover interest
rate and non-credit related market value risk on the mortgage
loans.  They cover a notional amount up to the principal value of
the SLNs and subordinated notes.  There is full coverage of market
value risk on performing loans, but only the non-credit portion of
market value risk on loans more than 30 days delinquent.

The subordinated notes have been downgraded to reflect the fact
that their repayment in full depends on the amount of delinquent
collateral and the value obtained for it on sale.  In addition to
the concerns over the portion of the portfolio that may become
delinquent, market prices are currently quite volatile and likely
below prior expectations.

The collateral in the Broadhollow portfolio consists of Agency
conforming, jumbo and Alt-A mortgage loans of recent origination.
The collateral is performing well within expectations with respect
to repayment status.  The program's current difficulties are
largely driven by liquidity and market price volatility issues
rather than the fundamental quality of the mortgage loans.

Moody's will continue to review Broadhollow as more information
becomes available.

Complete rating action:

-- Series 2004-1 Secured Liquidity Notes, Prime-1 on watch for
    possible downgrade

-- Series 2004-A and Series 2005-A Variable Rate Subordinated
    Notes to Ba1 on watch for possible further downgrade from Baa2


BUCKEYE TECHNOLOGIES: Earns $15.9 Million in Quarter Ended June 30
------------------------------------------------------------------
Buckeye Technologies Inc. earned $15.9 million after tax in the
quarter ended June 30, 2007.  The company's results included a
$2 million pre-tax benefit from a water conservation partnership
payment, a $2.1 million pre-tax benefit from reversal of accrued
interest related to cancellation of a contingent note owed to
Stac-Pac Technologies Inc., and a $3.3 million tax benefit from
adjustments relating to federal and state valuation allowances and
credits.

During the same quarter of the prior year the company earned
$1.2 million after tax, which included a $800,000 tax benefit
related to a reduction in Canadian federal and provincial tax
rates and restructuring and impairment expenses of $0.5 million
after tax primarily associated with equipment sales at the closed
operations in Lumberton, North Carolina and Glueckstadt, Germany.

During the 2007 fiscal year, the company earned $30.1 million
after tax, which included the benefit of the $5.7 million after
tax and restructuring charges of $800,000 after tax. This compares
to fiscal year 2006 earnings of $2 million after tax, including
restructuring and impairment expenses of $3.6 million after tax.

Net sales for the April-June quarter were $200 million, 3.5% above
the $193 million achieved in the same quarter of the prior year.  
Net sales for fiscal year 2007 were $769 million, 5.6% above the
$728 million achieved in the prior year.

Chairman and chief executive officer John B. Crowe said, "We are
pleased with the improved results, both for the quarter and fiscal
year.  We credit the improved earnings to strong demand across all
of our businesses and to the combination of higher prices, better
mix and cost reductions.  Reduced costs and higher volumes at our
Americana plant also contributed to improved earnings, both for
the quarter and total year.  Our Nonwoven materials segment sales
and earnings were strong for the total year, but even though sales
were higher, operating income for the quarter was down compared to
the January - March quarter due to higher corporate SRA
allocations and special maintenance items.  We continue to
generate strong cash flow and we lowered our debt during the year
by $76 million (from $521 million to $445 million), which includes
the cancellation of the $5.0 million Stac-Pac note."

Mr. Crowe went on to say, "With the anticipated improved fourth
quarter results, we provided an earnings alert on July 25.  [On
Aug. 1, 2007], we [released] our results ahead of schedule and we
will discuss fourth quarter and annual results at our conference
call scheduled for 10:30 a.m. Eastern, Wednesday, Aug. 8, 2007,
following a review of our results with the Board of Directors at
the previously scheduled August 7 meeting.  We appreciate your
understanding for the delay between today's announcement and our
conference call."

                    About Buckeye Technologies

Headquartered in Memphis, Tennessee, Buckeye Technologies Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- manufactures and markets   
specialty fibers and nonwoven materials.  The company currently
operates facilities in the United States, Germany, Canada, and
Brazil.  Its products are sold worldwide to makers of consumer and
industrial goods.

                        *     *     *

As reported in the Troubled Company Reporter on June 19, 2007,
Moody's upgraded Buckeye Technologies Inc.'s corporate family
rating to B1 from B2 and maintained a stable outlook.  All other
ratings were upgraded by one notch while the unsecured notes
were affirmed at B2.


CA INC: Earns $129 Million in First Quarter Ended June 30
---------------------------------------------------------
CA Inc. recorded net income of $129 million for the first quarter
ended June 30, 2007, compared to $35 million in the prior year
period.

Total revenue for the first quarter was $1 billion, an increase of
8%,compared to the $949 million reported in the comparable prior
year period.  Aside from the gains attributed to currency, the
increase in revenue primarily came from growth in subscription
revenue and professional services.  The increase was partially
offset by decreases in software fees and other revenue, and
revenue from maintenance and financing fees as CA continues to
transition from its prior business model.

                 Liquidity and Capital Resources

The company's cash balances, including cash equivalents and
marketable securities, are held in numerous locations throughout
the world, with about 70% residing outside the United States at
June 30, 2007.  Cash and cash equivalents totaled $1.73 billion at
June 30, 2007, representing a decline of $546 million from the
March 31, 2007 balance of $2.28 billion.  The primary reason for
the decline was the $500 million Accelerated Share Repurchase
program executed in June 2007.

For the first quarter of fiscal year 2008, CA reported negative
cash flow from operations of $13 million, compared to negative
$46 million in cash flow from operations in the first quarter of
fiscal year 2007.

As of June 30, 2007, the company had total assets of
$10.1 billion, total liabilities of $6.7 billion, and total
stockholders' equity of $3.3 billion.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221c

               Accelerated Share Repurchase Program

The company has repurchased about 16.9 million common shares, or
3% of its outstanding common shares, at a cost of about
$435 million.

The repurchase was executed under an accelerated share repurchase
agreement with a third-party financial institution and was funded
with existing cash.  The company is authorized to repurchase up to
$500 million in common shares under the ASR agreement.  The ASR is
part of the company's previously announced $2 billion share
repurchase plan.

The ASR provides CA with immediate delivery of the common shares.  
The third-party financial institution is expected to purchase an
equivalent number of common shares in the open market during the
term of agreement.  The initial price of the accelerated share
repurchase is subject to an adjustment based on the volume
weighted average price of CA's common shares during this period.
As a result, the company may receive additional common shares at
the termination of the program.  The program is expected to
terminate on or before Dec. 6, 2007.  The company does not plan to
make additional share repurchases during this period.

                   Outlook for Fiscal Year 2008

The company updated its fiscal 2008 annual outlook:

   -- total revenue in the range of $4 billion to $4.1 billion or
      3% to 4% growth in constant currency, as previously stated;

   -- an increase in the high end of the range for earnings per
      share from continuing operations from $0.75 to $0.79 to
      $0.75 to $0.81 per share; and


   -- full-year cash flow from operations in the range of
      $1 billion to $1.1 billion, as previously stated.

The company anticipates about 514 million actual shares
outstanding at fiscal year-end and a weighted average diluted
share count of about 543 million shares for the fiscal year.

                          About CA Inc.

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management  
software company that unifies and simplifies the management
ofenterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  In Asia-Pacific, the company has
operations in Indonesia, Australia, China, Japan, Hong Kong,
India, Philippines and Thailand.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc.  At the same
time, S&P revised the outlook to stable from negative.


CHESAPEAKE ENERGY: Earns $518.1 Million in 2007 Second Quarter
--------------------------------------------------------------
Chesapeake Energy Corporation generated net income of
$518.1 million, operating cash flow of $1.1 billion, and total
revenue of $2.1 billion and production of 170 billion cubic feet
of natural gas equivalent for the second quarter ended June 30,
2007.

The company had net income of $359.9 million and total revenue of
$1.6 billion for the second quarter ended June 30, 2006.

For the first half of 2007, the company generated net income of
$776.1 million on total revenue of $3.7 billion, as compared with
net income of $983.6 million on total revenue of $3.5 billion for
the first half of 2006.

As of June 30, 2007, the company posted $27.7 billion in total
assets, $16.1 billion in total liabilities, and $11.6 billion in
total stockholders' equity.

The company's June 30 balance sheet showed strained liquidity with
total current assets of $1.3 billion available to pay total
current liabilities of $2.2 billion.

                      Management's Comments

Aubrey K. McClendon, Chesapeake's chief executive officer,
commented, "We are pleased to report outstanding financial and
operational results for the 2007 second quarter.  We are
particularly proud of our success through the drillbit
that has allowed the company to exceed its mid-year production and
reserve growth expectations and become the nation's largest
independent producer of natural gas and third largest overall.  
Our sequential quarter and year-over-year production growth levels
of 161 mmcfe and 300 mmcfe per day are at the top of the U.S.
exploration and production industry.  Notably, these increases
equal or exceed the total production of many small-cap high-growth
companies that trade at significant valuation premiums and have
enterprise values ranging from $5 to 10 billion.

"The benefits of Chesapeake's strategic shift from resource
capture to resource conversion are beginning to accelerate and we
look forward to generating further strong growth in the second
half of 2007 and in 2008.  Through the industry's most active
drilling program, we plan to increase our average daily production
rate 18-22% in 2007 and 14-18% in 2008 and we expect to exceed
10.5 tcfe of proved reserves by year-end 2007 and approach 12 tcfe
by year-end 2008.

"The Fort Worth Barnett Shale play has been the largest
contributor to the company's recent success and we are excited
about the substantial competitive advantages we have created in
the 'sweet spot' of Tarrant, Johnson and western Dallas counties.  
In these areas, our leasehold position, surface drilling
locations, land services agreements and gathering and water
handling infrastructure are benefiting from rapidly developing
economies of scale.  We are also pleased to have recently expanded
our position in the increasingly significant Deep Haley play in
West Texas where the combined expertise of Chesapeake and
Anadarko, two of the best deep gas explorers in the industry,
should help further develop the play.

"Also in the 2007 second quarter, the company delivered attractive
profit margins that were enhanced by the company's well-executed
hedging strategy and we look forward to delivering strong risk-
adjusted returns for many quarters to come.  Our focused business
strategy, value-added growth, tremendous inventory of undrilled
locations and valuable hedge positions continue to
clearly differentiate Chesapeake in the industry."

                    About Chesapeake Energy

Based in Oklahoma City, Oklahoma, Chesapeake Energy Corporation
(NYSE: CHK) -- http://www.chkenergy.com/-- produces natural gas   
in the U.S.  The company's operations are focused on exploratory
and developmental drilling and corporate and property acquisitions
in the Mid-Continent, Barnett Shale, Fayetteville Shale, Permian
Basin, Delaware Basin, South Texas, Texas Gulf Coast, Ark-La-Tex
and Appalachian Basin regions of the U.S.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Moody's Investors Service assigned a Ba2 rating to Chesapeake
Energy's pending $1 billion of 30-year contingent convertible
senior notes and affirmed its existing Ba2 corporate family, Ba2
probability of default, Ba2 senior unsecured note rate, SGL-2
speculative grade liquidity, and Baa3 secured hedging facility
ratings.  Net note proceeds would retire a like amount of CHK's
roughly $1.6 billion of existing secured bank debt.  The Ba2 note
rating is assigned under Moody's Loss Given Default notching
methodology.  The rating outlook is stable.


CHIQUITA BRANDS: Earns $8.6 Million in 2007 Second Quarter
----------------------------------------------------------
Chiquita Brands International Inc. released financial and
operating results for the second quarter 2007.  Second quarter
net sales increased by 2 percent year-over-year to $1.3 billion,
and the company reported net income of $8.6 million including a
charge of $3 million related to a settlement of U.S. antitrust
litigation.  The company reported net income of $23 million in the
year-ago period.

Chiquita's balance sheet as of June 30, 2007, showed total assets
of $2,712,229,000, total liabilities of $1,829,518,000, and total
shareholders' equity of $882,711,000.     

"We were not satisfied with our second quarter results," said
Fernando Aguirre, chairman and chief executive officer.  "We are
taking aggressive actions to address continuing challenging
market conditions and expect to reverse the recent trend and
begin delivering modest year-over-year improvements in operating
results starting in the third quarter."

Mr. Aguirre continued, "We remain confident in our strategy to
generate sustainable, profitable growth by delivering innovative
higher-margin products and building a high-performance
organization.  We were pleased to complete the previously
announced strategic shipping agreement, during the quarter and
use a significant portion of the proceeds from that transaction
to pay down debt.  We will continue to take actions to
strengthen our balance sheet, improve our risk profile, focus
our efforts on market activities, and diversify our company by
product, channel and geography."

Chiquita repaid more than $200 million of debt during the
second quarter, primarily from proceeds from the sale of its 12
refrigerated cargo vessels.  As a result, the company's total
debt at June 30, 2007, was $857 million, compared to $1.061
billion at March 31, 2007.  The company expects to continue
paying down debt until it reaches its target debt-to-capital
ratio of 40 percent, compared to 49 percent at June 30, 2007.

                    About Chiquita Brands

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and     
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Colombia, Panama and the Philippines.


CHIQUITA BRANDS: S&P Lowers Corporate Credit Rating to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cincinnati, Ohio-based Chiquita Brands International
Inc., to 'B-' from 'B', and removed the rating from CreditWatch
with negative implications where it was placed on May 2, 2007,
following weak first-quarter operating results due to high
purchased fruit and other industry costs and lower local banana
prices in Europe.

"The downgrade follows Chiquita's recent second-quarter earnings
release and reflects continued deterioration in operating
performance and credit measures, and weak covenant cushion,"
Standard & Poor's credit analyst Alison Sullivan said.

At the same time, Standard & Poor's raised the ratings on
Chiquita's $200 million revolving credit facility to 'B+', two
notches above the corporate credit rating, removed the ratings
from CreditWatch negative, and revised the recovery rating to '1',
indicating expectations of very high recovery in the event of a
payment default, from '2'.  The improved recovery on the revolver
reflects repayment of the term loan B ($24 million outstanding as
of March 31, 2007), and $90 million of mortgage debt related to
shipping assets that were recently sold.

Also, Standard & Poor's lowered the ratings on Chiquita's
$368 million term loan C to 'B', one notch above the corporate
credit rating, removed the ratings from CreditWatch negative, and
revised the recovery rating to '2', indicating expectations of
substantial recovery in the event of a payment default, from '1'.

In addition, Standard & Poor's lowered the ratings on the senior
unsecured notes to 'CCC', two notches below the corporate credit
rating, and removed those ratings from CreditWatch negative.

The outlook is negative.  Total debt outstanding at the company
was about $857 million as of June 30, 2007.


CHRYSLER AUTOMOTIVE: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Chrysler Automotive LLC's B3
Corporate Family Rating, and the Caa1 (LGD4, 66) rating of the
company's $2 billion senior secured, second lien term loan in
connection with the closing of Daimler Chrysler AG's sale of a
majority interest of Chrysler Group to Cerberus Capital Management
LLC.  

In addition, as a result of a revision to Chrysler's
$10 billion senior secured, first-lien term loan, the rating
agency withdrew the B1 (LGD3, 33%) rating that had been assigned
to this facility.  The revised $10 billion senior secured term
loan currently consists of a $5 billion, senior secured, first
lien/first-out term loan, and a $5 billion, senior secured, first
lien/second-out term loan.  Moody's assigned a Ba3 (LGD2,19) to
the first-out tranche and a B3 (LGD3, 47) to the second-out
tranche.

Chrysler's Probability of Default Rating remains B3, and the
rating outlook for all ratings remains Stable.

The revision to Chrysler's $10 billion term loan does not change
the total amount of debt in the company's capital structure, but
it does afford a structural priority to the first-out tranch due
to the first-loss position of the second-out tranche.  As a
result, the first-out tranche is rated three notches higher than
the second-out tranche.

Chrysler's B3 CFR reflects the company's vulnerability to the
broad challenges confronting the entire domestic OEM sector.  
These challenges include high health care costs, restrictive union
work rules, declining market share, the shift in consumer
preference away from large trucks and SUVs, and the need to
establish better net pricing and profitability in car and
crossover vehicle segments.  

In addition, based on comparisons with other domestic OEMs and the
application of the rating factors in Moody's Global Automotive
Methodology, the rating agency expects that Chrysler Automotive's
operating performance, return measures, cash generation and other
key credit metrics will be broadly consistent with a B3 CFR.

Chrysler Automotive LLC, is headquartered in Auburn Hills,
Michigan.


COMPLIANCE CORP: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Compliance Corporation
        dba Gresham Corner
        2510 Gresham Road
        Atlanta, GA 30316

Bankruptcy Case No.: 07-72239

Chapter 11 Petition Date: August 3, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway Northwest, Suite 960
                  Atlanta, GA 30339
                  Tel:(770) 984-2255

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
B.P. Products North America,   loan                      $104,870
Inc.
U.S. Convenience Operations
1323 Bond Street, Suite 179
Naperville, IL 60563

Bank of America                credit line                $99,050
P.O. Box 21848
Greensboro, NC 27420-1848

Michael E. Keller, Esq.        claim under                $24,118
for Cardtronics, L.P.          A.T.M. Services
P.O. Box 15184                 Agreement
Wilmington, DE 19850-5148

Bank of America                credit card account        $23,557
Wilmington, DE

Sam's Club                     credit card account        $21,808

DeKalb County Tax              real estate ad              $7,542
Commissioner                   valorem tax

                               personal property           $2,218
                               tax

Eleni Tesfaye                  workers'                    $6,000
                               compensation claim

Alonzo and Rhonda              property damage             $1,142
McAlpine                       claim


CPI INTERNATIONAL: Inks New $160 Million Credit Facility
--------------------------------------------------------
CPI International Inc. and its subsidiary Communications & Power
Industries Inc. entered into a new senior credit facility in the
aggregate principal amount of $160 million, consisting of a term
loan facility in the amount of $100 million and a revolving credit
facility in the amount of $60 million.

The initial $100 million borrowing under the credit facility is
being used principally to satisfy outstanding amounts under CPI's
prior senior credit facility and to repurchase and redeem
$58 million aggregate principal amount of CPI International's
floating rate senior notes due 2015.

CPI International has previously disclosed extension of the period
of its cash tender offer for the senior notes, until 8:00 a.m.,
New York City time, Wednesday, Aug. 1, 2007.

An aggregate of $38,175,000 principal amount of notes were
tendered prior to the expiration of the tender offer.  With the
entry into the new senior credit facility, the conditions to the
tender offer have been satisfied, and CPI International plans to
complete the purchase of the tendered notes on Aug. 2, 2007.  
Tendering holders will be paid an aggregate of about
$39.4 million, representing $1,032.50 per $1,000.00 principal
amount of notes tendered, plus accrued interest up to, but not
including, the date of purchase.

In addition, CPI International has instructed the trustee for the
notes to issue a notice of redemption for $19,825,000 in aggregate
principal amount of notes at a price of $1,030.00 per $1,000.00
principal amount, plus accrued and unpaid interest through the
Sept. 5, 2007, redemption date.  After giving effect to the
purchase and redemption of notes, CPI International will have
$22 million aggregate principal amount of notes outstanding.

CPI International estimates that the new credit facility and the
repurchase and redemption of the notes will result in annual
interest savings of about $2 million for the twelve months
following the Sept. 5, 2007, redemption of the notes.  In
addition, CPI International expects to incur about $5 million in
one-time, non-cash costs associated with the write-off of deferred
debt issue costs and about $2 million in redemption premiums and
other expenses associated with retiring and repurchasing the
$58 million of notes.

                     About CPI International Inc.

CPI International Inc. (Nasdaq: CPII) -- http://www.cpii.com/--
headquartered in Palo Alto, California, is the parent company of
Communications & Power Industries Inc., provides microwave, radio
frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  Its
wholly-owned subsidiary, Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify and transmit high-power/high-frequency microwave and radio
frequency signals and/or provide power and control for various
applications.

                           *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's Investors Service upgraded the Corporate Family Rating for
CPI International, Inc. and its principal operating subsidiary,
Communications & Power Industries Inc.


CRESCENT REAL: Shareholders Approve Morgan Stanley Merger Deal
--------------------------------------------------------------
Crescent Real Estate Equities Company disclosed the completion of
the proposed acquisition of the company by the affiliates of
Morgan Stanley Real Estate.  The transaction was approved at a
special meeting of the shareholders on Aug. 1, 2007.  Under the
terms of the transaction, Crescent shareholders will receive
$22.80 in cash for each CEI share held.

“We are pleased to have completed our transaction with Morgan
Stanley Real Estate, a transaction that was embraced by our board
and management well as our shareholders, John C. Goff, Crescent's
vice-chairman and chief executive officer, said.  “We are
confident that the transition process will be seamless for our
customers, employees, partners and vendors.”

Under the terms of the merger agreement, Crescent was merged into
an affiliate of Morgan Stanley Real Estate, the separate legal
existence of Crescent ceased, and the affiliate of Morgan Stanley
Real Estate continues as the surviving entity.

                       Morgan Stanley Deal

Crescent Real entered into a definitive agreement in which funds
managed by Morgan Stanley Real Estate will acquire Crescent in an
all cash transaction for $22.80 per share, and the assumption of
liabilities for total consideration of approximately $6.5 billion.

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

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

Greenhill & Co., LLC acted as the financial advisor to Crescent
with Pillsbury Winthrop Shaw Pittman LLP acting as legal counsel.

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

                        About Crescent Real

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

                          *     *     *

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


CSFB HOME: Moody's Downgrades Ratings of 33 Tranches
----------------------------------------------------
Moody's Investors Service downgraded the ratings of 33 tranches
issued by CSFB Home Equity Asset Trust in 2002 or 2003.  The
collateral backing each downgraded tranche consists primarily of
first-lien, subprime, fixed- and adjustable-rate mortgage loans.

Each deal being downgrade has experienced an increasing proportion
of severely delinquent loans while the amount of available credit
enhancement has continuously reduced from losses.  The timing of
losses coupled with passing of performance triggers has caused the
protection available to the subordinate bonds to be severely
diminished.

Complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Acceptance Corp.
Series 2002-5

-- Cl. B-1, Downgraded to Caa1 from B1

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-1

-- Cl. M-2, Downgraded to Baa2 from A2
-- Cl. B-1, Downgraded to Caa3 from B3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-2

-- Cl. M-2, Downgraded to Baa1 from A2
-- Cl. B-1, Downgraded to Caa2 from B2

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-3

-- Cl. M-2, Downgraded to Ba1 from A2

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2002-4

-- Cl. B-1, Downgraded to Caa1 from Ba3
-- Cl. M-2, Downgraded to Baa1 from A2

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-1

-- Cl. B-1, Downgraded to Ba3 from Ba1
-- Cl. B-2, Downgraded to Caa1 from B2
-- Cl. B-3, Downgraded to C from Caa3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-2

-- Cl. M-3, Downgraded to Baa3 from A2
-- Cl. B-1, Downgraded to Caa1 from B2
-- Cl. B-2, Downgraded to C from Caa3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-3

-- Cl. M-3, Downgraded to Baa3 from A2
-- Cl. B-1, Downgraded to B3 from Ba2
-- Cl. B-2, Downgraded to Ca from Caa2
-- Cl. B-3, Downgraded to C from Caa3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-4

-- Cl. B-2, Downgraded to Ba3 from Ba1
-- Cl. B-3, Downgraded to B3 from B1

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-5

-- Cl. M-3, Downgraded to Baa1 from A3
-- Cl. B-1, Downgraded to B3 from Ba2
-- Cl. B-2, Downgraded to Caa2 from B2
-- Cl. B-3, Downgraded to C from Caa3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-6

-- Cl. M-3, Downgraded to Baa2 from A3
-- Cl. B-1, Downgraded to B1 from Baa2
-- Cl. B-2, Downgraded to Caa1 from B1
-- Cl. B-3, Downgraded to Ca from Caa2

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-7

-- Cl. B-1, Downgraded to Ba1 from Baa1
-- Cl. B-2, Downgraded to B3 from Ba2
-- Cl. B-3, Downgraded to Caa3 from B3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2003-8

-- Cl. B-2, Downgraded to Ba1 from Baa2
-- Cl. B-3, Downgraded to B3 from Ba3


CWALT INC: Fitch Rates Classes B-3 and B-4 Certs. at Low-B
----------------------------------------------------------
Fitch Ratings has affirmed four classes and placed two classes on
Rating Watch Negative (RWN) from CWALT, Inc.'s (CWALT) alternative
loan trust series 2006-18CB mortgage pass-through certificates:

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AA';
   -- Class B-1 affirmed at 'A';
   -- Class B-2 affirmed at 'BBB';
   -- Class B-3 rated 'BB', placed on Rating Watch Negative;
   -- Class B-4 rated 'B', placed on Rating Watch Negative.

The certificates are collateralized primarily by conventional,
fully amortizing, 15- to 30-year fixed-rate, mortgage loans either
originated under Countrywide Home Loans, Inc. (CHL)'s Standard
Underwriting Guidelines extended to Prime borrowers or Expanded
Underwriting Guidelines extended to Alt-A borrowers secured by
first liens on one-to four-family residential properties.  
Mortgage loans underwritten pursuant to the Expanded Underwriting
Guidelines may have higher loan-to-value ratios, higher loan
amounts, higher debt-to-income ratios and different documentation
requirements than those associated with the Standard Underwriting
Guidelines.

These affirmations, representing approximately $901.2 million of
outstanding principal, reflect adequate relationships of credit
enhancement to future loss expectations.

The designations of Rating Watch Negative on the B-3 and B-4
classes were due to early trends in the relationship between
serious delinquency and CE and affect approximately $7.3 million
in outstanding certificates.  The trust currently has 60+
delinquency (inclusive of foreclosure and REO) percentage of
1.75%.  The CE of the most subordinate class (the non-rated B5) is
0.28%.  There has been $25,361 of losses to date, as many of the
non-performing loans have not yet begun to liquidate.

CWALT purchased these mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The loans are being
serviced by Countrywide Home Loans Servicing LP, a direct wholly
owned subsidiary of CHL.  Countrywide Servicing is currently rated
'RPS1' for primary servicing and 'RMS1-' for master servicing by
Fitch.


DELUXE CORPORATION: Earns $36 Million in Second Quarter 2007
------------------------------------------------------------
Deluxe Corporation reported second quarter 2007 net income of
$36 million.  The company had a net loss of $2.4 million for the
second quarter of 2006.  Net income improvement of $38.4 million
due to last year's impairment charge and improved operating
performance.  Revenue for the quarter was $399.9 million, compared
to $403 million during the second quarter of 2006.

Small Business Services revenue was $3.1 million lower due to the
first quarter sale of the industrial packaging product line, which
accounted for $51 million in annual revenue in 2006.  Financial
Services revenue increased $600,000 while Direct Checks revenue
decreased $600,000.

Gross margin improved to 64.3% of revenue compared to 62.4% in
2006.  Reductions in manufacturing costs, 2006 facility closing
costs and lower material costs related to product mix contributed
to the increase.

SG&A expense decreased $7.2 million compared to the second quarter
of 2006.  The decrease resulted from cost saving initiatives,
primarily in sales, marketing and information technology, and from
lower amortization.  These benefits were partly offset by higher
accruals for performance-based employee compensation. As a percent
of revenue, SG&A decreased to 47.4% from 48.8% in 2006.

Operating income was $67.5 million, compared to $9.8 million in
the second quarter of 2006.  Operating margin was 16.9% of revenue
compared to 2.4% in the prior year. Last year's results included
the previously mentioned asset impairment loss.  Additionally, the
operating margin increase was driven by improved gross margin and
lower SG&A expenses.

The company listed total assets of $1.4 billion, total liabilities
of $1.4 billion, and total stockholders' deficit of $400,000 at
June 30, 2007.

"We are excited to report another quarter of strong financial
performance as we maintain momentum with our transformation,” said
Lee Schram, chief executive officer of Deluxe.  "Revenue in Small
Business Services continued to grow, after adjusting for the sale
of the industrial packaging business in January, and our personal
check businesses were encouragingly flat year over year.  On the
cost side, we made good progress with our initiatives, especially
in manufacturing and information technology, and are on track to
achieve the upper end of our cost reduction target for the year.”

                         Business Outlook

The company stated that for the third quarter of 2007, revenue is
expected to be between $386 million and $394 million.  For the
full year, revenue is expected to be about $1.6 billion.  The
company also stated that it expects operating cash flows to be
between $235 million and $250 million in 2007.

"We are well on our way executing against our transformational
plan," Mr. Schram stated.  "We completed a successful note
offering during the second quarter which positions us well to
repay our October note maturity.  We still have a lot of work to
do, but our objective is to continue to execute each day
while delivering on our improved commitments."

                      About Deluxe Corporation

Headquartered in St. Paul, Minnesota, Deluxe Corporation (NYSE:
DLX) -- http://www.deluxe.com/-- through its industry-leading
businesses and brands, helps financial institutions and small
businesses better manage, promote, and grow their businesses.  The
company uses direct marketing, distributors, and a North American
sales force to provide a wide range of customized products and
services: personalized printed items (checks, forms, business
cards, stationery, greeting cards, labels, and retail packaging
supplies), promotional products and merchandising materials, fraud
prevention services, and customer retention programs.  The company
also sells personalized checks and accessories directly to
consumers.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Deluxe Corp. to stable from negative.  Ratings on the company,
including the 'BB-' corporate credit rating, were affirmed.
     
The outlook revision reflects stabilizing operating trends within
Deluxe's small business service and check printing segments, and
adequate flexibility in the company's financial profile to sustain
credit measures in line with the current rating over the
intermediate term.
      
"Deluxe's recent operating performance is reflective of
management's ability to execute its cost-saving initiatives in a
context of declining industry trends," said credit analyst Ariel
Silverberg.


DOMINO'S PIZZA: June 17 Balance Sheet Upside-Down by $1.4 Billion
-----------------------------------------------------------------
Domino's Pizza Inc.'s balance sheet as of June 17, 2007, showed
total assets of $474.1 million, total liabilities of $1.9 billion,
and total stockholders' deficit of $1.4 billion.

The company had working capital of $86.5 million and cash and cash
equivalents of $93.3 million at June 17, 2007.

As of June 17, 2007, the company had $1.7 billion of debt, of
which $300,000 was classified as a current liability.  
Additionally, as of June 17, 2007, the company had borrowings of
$114.3 million available under its $150 million revolving credit
facility, net of letters of credit issued of $30.7 million and
$5 million of borrowings on the variable funding notes.  The
letters of credit are primarily related to the company's casualty
insurance programs and distribution center leases.

                     Second Quarter Results

Revenues were $340.3 million, up 3.8% for the second quarter of
2007, due primarily to an increase in domestic distribution
revenues, driven by higher food prices, primarily cheese, and to a
lesser extent, higher domestic company-owned store and domestic
franchise revenues, driven by increases in same store sales.  The
company had revenues of $327.7 million for the second quarter of
2006.

Net income was $2.3 million, down 90.5% for the second quarter,
driven primarily by the impact of the company's recapitalization,
offset in part by domestic same store sales growth and continued
strong performance in international operations.  The company had
net income of $24.5 million for the second quarter of 2006.

A full-text copy of the company's report is available for free at:

            http://researcharchives.com/t/s?2226    

David A. Brandon, Domino's chairman and chief executive officer,
said: "We are pleased to report the sales momentum we created in
our domestic system during the first quarter continued into the
second quarter.  The marketing and operational initiatives we
implemented in our Team USA stores have been duplicated by many of
our franchised stores over the past few quarters, and have helped
drive the sales gains we are reporting today.  And, we continue to
benefit from the strong store growth and same store sales growth
we have come to expect from our International division."

Mr. Brandon continued: "Our positive sales momentum is
particularly important at this time, as we are currently
experiencing a challenging cost environment with labor, commodity
and energy prices all rising in unison, putting a short-term
strain on store margins.  Although we have nearly 47-years of
experience successfully managing through commodity pricing cycles
and fluctuating cost pressures, the current situation is unique
due to the number of significant cost increases we are incurring
at one time.  We believe these conditions will lead to a material
price increase in the pizza category."

                       About Domino's Pizza

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- through its primarily   
franchised system, operates a network of 8,190 franchised and
company-owned stores in the U.S. and more than 50 countries.  
Founded in 1960, the company has more than 500 stores in Mexico.  
The Domino's Pizza(R) brand, named a Megabrand by Advertising Age
magazine, had global retail sales of nearly $5 billion in 2005,
comprised of $3.3 billion domestically and $1.7 billion
internationally.


DYNEGY INC: Closes Sale of CoGen Lyondell to EnergyCo for $470MM
----------------------------------------------------------------
Dynegy Inc. completed the sale of the CoGen Lyondell Power
Generation Facility in Channelview, Texas, to EnergyCo, a joint
venture between PNM Resources and a subsidiary of Cascade
Investment L.L.C., for about $470 million in cash.

In addition, Dynegy's sale of the facility is expected to result
in a collateral reduction of about $20 million in letters of
credit and a return of working capital.  Dynegy expects to record
a gain on the sale of CoGen Lyondell in the third quarter 2007.

The CoGen Lyondell facility, 534-megawatt summer capacity rating,
is a natural gas-fired, combined-cycle plant that began commercial
operation in 1985.  The purchase price equates to approximately
$880 per kilowatt-hour based on the plant's summer capacity
rating.

In anticipation of the sale of CoGen Lyondell to EnergyCo, the
name of the facility has been changed to Altura Cogen LLC.
EnergyCo will operate the facility under that name.

The transaction received the requisite regulatory approvals, as
well as meeting the conditions required by the Hart-Scott-Rodino
Antitrust Improvements Act.

J.P. Morgan Securities Inc. acted as Dynegy's financial advisor on
the transaction.

                          About EnergyCo

EnergyCo is a joint venture between PNM Resources (NYSE: PNM) --
http://www.pnmresources.com/-- and a subsidiary of Cascade  
Investment L.L.C. -- http://www.cascadeinvestment.com/ PNM  
Resources was temporarily called EnergyCo.

                         About Dynegy Inc.

Headquartered in Houston, Texas, Dynegy Inc. (NYSE: DYN) --
http://www.dynegy.com/-- produces and sells electric energy,
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service affirmed the ratings of Dynegy Holdings,
Inc., including the company's Corporate Family Rating at B1, its
senior unsecured rating at B2, its Bank Loan Rating at Ba1, and
its Speculative Grade Liquidity Rating at SGL-3.

Moody's also assigned a B2 rating to the company's planned
issuance of $1.1 billion in senior unsecured notes, and upgraded
DHI's second lien notes to Ba1 from Ba2.


EMPIRE RESORTS: June 30 Balance Sheet Upside-Down by $11.9 Million
------------------------------------------------------------------
Empire Resorts Inc. had total assets of $70.8 million, total
liabilities of $82.7 million, and total stockholders' deficit of
$11.9 million at June 30, 2007.

For the three months ended June 30, 2007, the company had net loss
of $3.3 million on total revenues of $20.5 million, as compared
with net loss of $386,000 on total revenues of $26.6 million for
the three months ended June 30, 2006.

For the six months ended June 30, 2007, the company had net loss
of $7.5 million on total revenues of $39.5 million, as compared
with net loss of $2.2 million on total revenues of $49.8 million
for the six months ended June 30, 2006.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?2221

Headquartered in Monticello, New York, Empire Resorts Inc.
(NASDAQ: NYNY) -- http://www.empireresorts.com/-- operates the
0Monticello Gaming & Raceway and is involved in the development of
other legal gaming venues.  Empire's facility now features over
1,500 video gaming machines and amenities including a 350-seat
buffet and live entertainment.  Empire is also working to develop
a "Class III" Native American casino and resort on a site adjacent
to the Raceway and other gaming and non-gaming resort projects in
the Catskills and beyond.


ENDOCARE INC: Posts $2.3 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Endocare Inc. reported Tuesday last week its financial results for
the quarter ended June 30, 2007.

Net loss for the second quarter of 2007 was $2.3 million, compared
to a net loss of $708,000 in the second quarter of 2006 and a net
loss of $3.3 million in the first quarter of 2007.  The 2006
second quarter included the $870,000 payroll tax expense reversal
as well as a $1.9 million reduction of interest expense related to
the change in the fair market value of common stock warrants
issued in connection with the company's March 2005
private placement.

The company reported increased quarterly revenues due primarily to
the continuing increase in the number of domestic cryoablation
procedures, and higher gross margin in the second quarter ended
June 30, 2007.

The estimated number of domestic cryoablation procedures performed
in the second quarter of 2007 grew 26 percent to 2,435 from 1,938
in the second quarter of 2006.  Total revenues for the second
quarter of 2007 were $7.9 million, compared to $6.9 million in the
second quarter of 2006 and $7.5 million in the first quarter of
2007.

Endocare chief executive officer Craig T. Davenport commented, "In
the second quarter we continued to improve our operating
performance as demonstrated through our financial metrics.  
Namely, total revenues increased 14.4 percent over the second
quarter of 2006, gross margin as a percent of total revenues
increased for the tenth consecutive quarter to 65.7 percent and
total operating expenses decreased by $643,000 from the first
quarter of 2007.  The benefits of our advanced cryoablation
technologies are being recognized by a growing number of  
physicians, and the minimally invasive nature of cryoablation
continues to attract patient interest in the procedure.  As a
result, cryoablation is gaining increasing acceptance as an
effective treatment not only for prostate cancer but also
as a treatment for renal and other cancers."

Gross margin as a percent of total revenues in the second quarter
of 2007 increased to 65.7% compared to 52.9% in the second quarter
of 2006.  Operating expenses in the second quarter of 2007 were
$7.6 million, compared to $6.5 million in the second quarter of
2006, a period that included an $870,000 expense reversal to
operating expenses that resulted from reducing a payroll tax
liability for which the company determined it no longer bore
responsibility.
    
Adjusted earnings before interest, taxes, depreciation and
amortization (adjusted EBITDA), which excludes non-cash stock
compensation expense of $824,000, was a loss of $1.1 million for
the second quarter of 2007, compared to a loss of $1.3 million for
the second quarter of 2006 and a loss of $2.1 million in the 2007
first quarter.

Chief financial officer Michael Rodriguez reported cash and cash
equivalents of $7.2 million, including $7.0 million from a private
placement of newly issued common shares with Frazier Healthcare
Ventures, total assets of $21.9 million, and total stockholders'
equity of $10.9 million as of June 30, 2007.  The company also had
approximately $14.4 million in additional capital available under
its Common Stock Purchase Agreement with Fusion Capital Fund II
LLC as well as amounts available on its credit facility with
Silicon Valley Bank.

At June 30, 2007, the company's consolidated balance sheet showed
$21.9 million in total assets, $11.0 million in total liabilities,
and $10.9 million in total stockholders' equity.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 27, 2007,
Ernst & Young LLP, in Los Angeles, expressed substantial doubt
about Endocare Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses, cash flow deficits, and
working capital deficiency.

                        About Endocare Inc.

Endocare Inc. (OTCBB: ENDO) -- http://www.endocare.com/-- is an  
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver and
palliative intervention.


FAIRFAX FINANCIAL: Earns $168.1 Million in 2007 Second Quarter
--------------------------------------------------------------
Fairfax Financial Holdings Limited reported net earnings of
$168.1 million for the second quarter ended June 30, 2007, as
compared with net earnings of $229.2 million for the second
quarter ended June 30, 2006.

Revenues during the second quarter of 2007 were $1.7 billion, as
compared with revenues during the second quarter of 2006 of
$1.9 billion.

For the first half of 2007, the company had net earnings of
$279 million on revenues of $3.2 billion, as compared with net
earnings of $427.6 million on revenues of $3.6 billion for the
first half of 2006.

                  Capital Structure and Liquidity

Cash, short term investments and marketable securities held at the
holding company at June 30, 2007 totaled $712.2 million.

During the second quarter, Fairfax completed an exchange offer
wherein $282.6 million principal amount of 7-3/4% notes due 2012
were exchanged by note holders for $282.6 million principal amount
of 7-3/4% notes due 2017.  Fairfax paid $11.2 million in cash
early participation payments to tendering note holders and
incurred expenses of $2.9 million which were deferred as a
reduction of the balance sheet carrying value of the related debt
and will be amortized into earnings over the term of the new
notes.

As of June 30, 2007, the company had $26.8 billion in total
assets, $23.7 billion in total liabilities, and $3.1 billion in
total stockholders' equity.

                     About Fairfax Financial

Based in Toronto, Canada, Fairfax Financial Holdings Limited (TSX:
FFH) (NYSE: FFH) -- http://www.fairfax.ca/-- is a financial   
services holding company which, through its subsidiaries, is
engaged in property and casualty insurance and reinsurance,
investment management and insurance claims management.

                          *     *     *

Fairfax Financial Holdings Ltd.'s 7-3/4% Senior Notes due 2012
carry Moody's Investors Service's 'Ba3' rating and Standard &
Poor's 'BB' rating.

Fitch Ratings assigned a 'B+' rating to Fairfax Financial
Holdings Limited's $464 million issue of unsecured senior notes
due 2022.  Fitch has also affirmed Fairfax's 'BB-' Issuer Default
Rating and 'B+' senior unsecured debt rating.  The Rating Outlook
is Stable.


FIRE PROTECTION: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fire Protection Specialists of Carolina, L.L.C.
        18 Interchange Boulevard, Suite C
        Greenville, SC 29607

Bankruptcy Case No.: 07-04182

Type of business: The Debtor provides fire equipment and services.  
                  See http://www.fpsoc.com/

Chapter 11 Petition Date: August 4, 2007

Court: District of South Carolina (Spartanburg)

Debtor's Counsel: Curtis W. Stodghill, Esq.
                  Stodghill Law Firm Chartered
                  201 East McBee Avenue, Suite 300A
                  Greenville, SC 29601
                  Tel: (864) 271-0966

Total Assets: $1,368,503

Total Debts:  $2,848,059

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
W. Francis                     affiliate loan            $832,352
2 Crown Gate Court
Simpsonville, SC 29681

Insurance Premium Financing    business insurance         $98,805
The Hartford
P.O. Box 2907
Hartford, CT 06104

Priority Services              affiliate loan             $35,217
18 Interchange Boulevard,
Suite C
Greenville, SC 29607
                               trade debt                  $6,867

Saad & Manios, L.L.C.          business expense           $40,000


John Brady                     affiliate loan             $39,897

Central Pipe & Supply          trade debt                 $38,235

Carolina First #8345           vehicle loan; value        $19,440
                               of security:
                               $8,435

Precision Fab & Supply         trade debt                 $17,526

Accident Fund Insurance        business insurance         $16,597

Shell Fleet Plus               trade debt                 $14,702

Carolina First VISA            credit card debt           $14,361

South Carolina Uninsured       business insurance         $14,000
Employer's Fund

Southern Utility Supply        trade debt                 $11,177

Sunstates Industries, Inc.     trade debt                 $11,164

Leco, Inc.                     trade debt                  $7,426

Flambo Design Company          trade debt                  $6,265

United Rentals                 trade debt                  $5,829

N.E.F.F. Rental, Inc.          business expense            $3,242

Greenville Office Supply       business expense            $3,122


FLEETWOOD PRICE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fleetwood Price Enterprises, Inc.
        2857 Alden Green Trail
        East Point, Ga 30344-3804

Bankruptcy Case No.: 07-72437

Chapter 11 Petition Date: August 5, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  Suite 500
                  1401 Peachtree Street
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

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.


FRASER PAPERS: Incurs $37.6 Million Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Fraser Papers Inc. generated a net loss of $37.6 million during
the second quarter, as compared to a loss of $18.3 million in the
second quarter of 2006.  The results included a one time
restructuring charge of $12.8 million, after tax related to the
announced closure of two paper machines and one coating line and
$10 million related to maintenance and market-related downtime at
the company's paper operations.

Net sales for the second quarter of 2007 were $181.7 million, as
compared to $207.7 million in the second quarter of 2006.  The
decrease was mainly attributable to the poor lumber markets and
the associated lower revenues and market downtime.

As of June 30, 2007, the company's balance sheet showed total
assets of $528.4 million, total liabilities of $242.6 million, and
total stockholders' equity of $285.8 million.

                  Liquidity and Capital Resources

During the quarter, cash flow from operations after changes in
working capital was an inflow of $18.6 million as compared to an
outflow of $2.6 million during the same quarter of 2006.  During
the second quarter, Fraser Papers reduced working capital by
$44.6 million primarily in the form of log inventory after the
seasonal spring build-up in the first quarter, lower paper
inventories and a reduction in trade receivables.

Long term debt of $78.3 million includes $68.5 million of senior,
unsecured notes, which bear interest at 8.75% and are due in 2015,
net of transaction costs of $1.7 million.  The remaining
$11.5 million in long term debt consists of borrowings under the
company's committed, revolving credit facility.  Borrowings under
the $90 million facility are at market rates.  At quarter end, an
additional $42.7 million of this facility was utilized in support
of letters of credit.

For the quarter, capital investments totaled $9.6 million compared
to $4 million in the second quarter of 2006.

                    Repayment of Senior Notes

Pursuant to a tender offer made on June 1, 2007, to all holders of
8.75% senior notes due in March 2015, 99.93% of senior notes were
tendered to the trustee.  On July 31, 2007, the company funded the
purchase of these senior notes, at par, for $70.7 million,
including accrued interest of $2.2 million.  The purchase is
expected to settle on August 3.  In addition, the company is
submitting $15.5 million of senior notes it owned to the trustee
for cancellation.  The purchase was financed through a $50 million
increase in the company's revolving credit facility with its
current lender.  The $50 million increase is available to the
company for 120 days on substantially the same terms as the
corporation's existing facility.  The company is reviewing a
number of options to repay these borrowings including the sale of
all or part of its interest in Acadian Timber Income Fund.

During the second quarter of 2007, Fraser Papers disclosed these
strategic initiatives:

    - The permanent closure of two higher cost, uncoated freesheet
      paper machines representing a 70,000 ton capacity reduction,
      and the exit from coated groundwood paper markets with the
      closure of one off-machine coater at the East Papers
      operations.  Anticipated cost reductions are about
      $10 million per year.

    - The closure of an oil-fired boiler, effective October 31,
      which will result in a 35% reduction in greenhouse gas
      emissions and $4 million in annual energy cost savings at
      the company's pulp mill in Edmundston, New Brunswick.

    - The completion of a $10 million capital rebuild of the
      recovery boiler at the pulp mill in Edmundston, New
      Brunswick, which is expected to increase throughput by
      18,000 tons per year of pulp or 8%.  Additional internal
      production will displace market purchases of higher cost
      pulp resulting in $3 million savings from lower cost fibre
      for the company's paper manufacturing operations.

"Our second quarter results reflect the activities involved with a
significant reinvestment in our core specialty paper operations
and the impact of market-related downtime at a number of our
mills, higher costs for purchased fibre, chemicals and energy and
continued weakness in the lumber markets.  The rebuild at our pulp
facility and announced closures of the paper machines and high
cost, oil-fired boiler will contribute to lower fibre and energy
costs in the second half of 2007.  In addition, the announced exit
from coated groundwood markets continues to narrow our focus on
specialty packaging and printing paper segments where we can
compete successfully.  Improved productivity and cost reduction
are continuing," said Peter Gordon, president and chief executive
officer of Fraser Papers.

                              Outlook

Fraser Papers' strategic decision to exit the lightweight coated
groundwood paper markets and permanently close 70,000 tons of
uncoated freesheet paper capacity will lead to improved product
mix and a targeted focus on specialty packaging and printing
papers.  The impact of these initiatives, combined with the
rebuild of the recovery boiler and permanent closure of an oil-
fired boiler in Edmundston, New Brunswick, is expected to reduce
the overall cost of production at the company's East Papers
operations by a total of $17 million annually. The company will
continue to reduce costs and improve operating performance at all
of its operations.

                       About Fraser Papers

Fraser Papers Inc. (TSE: FPS) -- http://www.fraserpapers.com/--   
is an integrated specialty paper company which produces a broad
range of specialty packaging and printing papers.  The company has
operations in New Brunswick, Maine, New Hampshire and Quebec.

                          *     *     *

Troubled Company Reporter  , Jul 11, 2007 ( Source: TCR)
Standard & Poor's Ratings Services lowered its ratings on Toronto-
based Fraser Papers Inc., including its long-term corporate credit
rating, to 'CCC-' from 'CCC+'.  The outlook is negative.


FRENCH QUARTER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: French Quarter, Inc.
        3500 West Naples Street
        Las Vegas, NV 89103

Bankruptcy Case No.: 07-14813

Type of business: Doing business as Men's Club, the Debtor owns
                  and operates a bar.  See
                  http://www.mensclublv.com/index.html

Chapter 11 Petition Date: August 3, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Jeffrey R. Sylvester, Esq.
                  Sylvester & Polednak, Ltd.
                  7371 Prairie Falcon Road, Suite 120
                  Las Vegas, NV 89128
                  Tel: (702) 952-5200
                  Fax: (702) 952-5205

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Oscar Renteria                 trade debt              $1,595,000
1106 Napa Court
Napa, CA 94559

Canepa Construction &          mechanic lien           $1,500,000
Development
240 East Plaza Street
Reno, NV 89501

D.&B. Properties               trade debt              $1,440,000
690 East Plumb Lane,
Suite 100
Reno, NV 89502

Ennis Jordan                   trade debt                $950,000
2941 Augusta Drive
Las Vegas, NV 89109

P.M.C. Global Financial        lease                     $668,000
Group, L.L.C.
1720 East Wilshire Avenue
Santa Ana, CA 92705

F.Q. Men's Club of Reno        trade debt                $495,000
270 Lake Street
Reno, NV 89501

Richard Schields               trade debt                $440,000
690 East Plumb Lane
Reno, NV 89502

Schield Family Trust           note                      $290,000
Richard A. Schield,
Trustee
690 East Plumb Lane
Reno, NV 89502

N.E.C. Financial Services,     lease                     $275,342
Inc.
Glenpointe Center East, 7th
Floor
300 Frank W. Burr Boulevard
Teaneck, NJ 07666-6782

Helix Electric                 trade debt                $245,181

Bergelectric Corp.             trade debt                $230,296

Fabian Villa                   trade debt                $200,000

Val Peterson                   trade debt                $154,000

Stetson-Beemer Insurance       note                      $150,000

Scott Canepa                   trade debt                $110,000

Southern Wine & Spirits        trade debt                $104,301

DeLuca Liquour                 trade debt                $102,845

Las Vegas Wrought Iron, Inc.   trade debt                 $90,910

Desert File Protection         trade debt                 $60,093

F. Rodgers Specialty           trade debt                 $56,610
Contractor, Inc.


FRIENDLY ICE: July 1 Balance Sheet Upside-Down by $132.7 Million
----------------------------------------------------------------
In its July 1, 2007 balance sheet, Friendly Ice Cream Corporation
reported total assets of $213.7 million and total liabilities of
$346.4 million resulting in a total stockholders' deficit of
$132.7 million.

The company's net revenues increased by $700,000, or 0.5%, to
$142.2 million for the three months ended July 1, 2007.  The
net loss for the second quarter of 2007 was $288,000, compared to
net income of $4.7 million reported for the second quarter of
2006.

At the end of the quarter, cash and cash equivalents were
$21.9 million and during the quarter, there were no borrowings
against the revolving credit facility.

The net loss for the first six months of 2007 was $6.2 million,
compared to net income of $2.8 million reported for the first six
months of 2006.  Total revenues in the first six months of 2007
were $264.5 million compared to total revenues of $267.2 million
for the first six months of 2006.  Year-to-date, comparable
restaurant sales decreased 2.1% for company-operated restaurants
and 3.7% for franchised restaurants.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221f

George M. Condos, president and chief executive officer, said,
"The second quarter remained challenging for Friendly's.  However,
we continue to be optimistic about the impact of our key
initiatives.  For example, company-operated restaurant comparable
sales trends improved in the second quarter of 2007 compared to
the first quarter of 2007 and appear to be responding to our
modified and more contemporary marketing messages.  We have also
begun to introduce new products in our restaurants, such as our
new line of cold beverages, that we believe are more exciting and
core to the Friendly's brand.  We recently introduced a branded
Ghirardelli chocolate ice cream that is only available in our
restaurants.  In September, we are planning to upgrade our
hamburger products to Black Angus beef.  The completion of the
sqround packaging conversion was also an important milestone
in our retail and manufacturing businesses."

                     About Friendly Ice Cream

Friendly Ice Cream Corporation -- http://www.friendlys.com/--
(AMEX: FRN) is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a
friendly, family environment in 515 company and franchised
restaurants throughout the Northeast United States.  The company
also manufactures ice cream, which is distributed through more
than 4,000 supermarkets and other retail locations.  With a 72-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, Friendly Ice Cream
Corp. remain on CreditWatch with developing implications.


GILLESPIE CLO: Moody's Rates GBP 15 Mil. Class E Notes at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Gillespie CLO PLC:

-- Aaa to the GBP 97,500,000 Class A-1 Senior Secured Floating
    Rate Notes due 2023l

-- Aaa to the GBP 65,000,000 Class A-2 Senior Secured Floating
    Rate Variable Funding Multi-Currency Notes due 2023;

-- Aaa to the GBP 40,000,000 Class A-3 Senior Secured Floating
    Rate Notes due 2023;

-- Aa2 to the GBP 26,700,000 Class B Senior Secured Floating Rate
    Notes due 2023;

-- A2 to the GBP 20,700,000 Class C Secured Deferrable Floating
    Rate Notes due 2023;

-- Baa3 to the GBP 18,000,000 Class D Secured Deferrable Floating
    Rate Notes due 2023; and

-- Ba3 to the GBP 15,000,000 Class E Secured Deferrable Floating
    Rate Notes due 2023.

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 Senior Loans,
Mezzanine Obligations, High Yield Bonds, Structured Finance
Obligations, Second Lien Loans and related Synthetic Securities -
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Deerfield Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


GMAC COMMERCIAL: S&P Holds Low-B Ratings on Classes J to O Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of mortgage pass-through certificates from GMAC Commercial
Mortgage Securities Inc.'s series 2004-C2.  Concurrently, S&P
affirmed the ratings on 18 other classes from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades also reflect the defeasance of the collateral
securing 12% ($104.9 million) of the pool.

As of the July 10, 2007 remittance report, the trust collateral
consisted of 74 mortgage loans with an outstanding principal
balance of $900.3 million, compared with the same number of loans
and a balance of $933.7 million at issuance.  The master servicer,
Capmark Finance Inc., reported primarily year-end 2006 financial
information for 93% of the pool, which excludes the aforementioned
defeasance.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.63x, up
from 1.49x at issuance.  All of the loans in the pool are current,
but two loans ($14.8 million, 2%) are with the special servicer,
Midland Loan Services Inc.  The trust has experienced no losses to
date.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $447.4 million (50%) and a weighted average
DSC of 1.79x, up from 1.63x at issuance.  However, two of the top
10 exposures are on the master servicer's watchlist.  Standard &
Poor's reviewed the property inspection reports provided by the
master servicer for the assets underlying the top 10 exposures,
and all were reported to be in "good" condition.

Three of the top 10 exposures exhibited credit characteristics
consistent with investment-grade obligations at issuance and
continue to do so.  Details of these exposures are:

   -- The largest exposure in the pool, 111 Eighth Avenue, has a
      trust balance of $84.2 million (9%) and a whole-loan balance
      of $493 million.  The whole loan consists of a $442 million   
      A note, which was split into four pari passu pieces, and one
      $50 million B note split into two pari passu pieces.  One of
      the subordinate B note pieces secures the OEA-B1 and OEA-B2
      nonpooled certificates in Greenwich Capital Commercial
      Funding Corp.'s series 2004-GG1, the ratings on which S&P
      affirmed on July 27, 2007.  The whole loan is secured by the
      fee interest in a 2.9 million-sq.-ft. office property in
      Manhattan.  As of year-end 2006, the DSC was 2.07x and
      occupancy was 99%.  Standard & Poor's adjusted net cash flow
      is comparable to its level at issuance.

   -- Jersey Gardens is the second-largest exposure in the pool,
      with a trust balance of $81 million (9%) and a whole-loan
      balance of $157.2 million.  The whole loan consists of an A
      note that is split into two pari passu pieces.  The loan is
      secured by a 1.3 million-sq.-ft. value-oriented regional
      mall in Elizabeth, New Jersey.  Standard & Poor's
      underwritten NCF is up slightly from its level at issuance.  
      The borrower reported a DSC of 2.14x for the three months
      ended March 31, 2007, and occupancy of 99% as of May 2007,
      compared with a DSC of 1.87x and occupancy of 92% at
      issuance.

   -- The fifth-largest exposure in the pool, 731 Lexington
      Avenue-Bloomberg Headquarters, is secured by a 694,600-sq.-
      ft. class A office condominium interest in a 1.4 million-
      sq.-ft. property in Manhattan.  The property is encumbered
      by a $301.7 million A note that is split into four pari
      passu pieces.  One of the pari passu pieces ($48 million,
      5%) is the trust's collateral.  In addition, there is an
      $86 million B note held outside the trust.  Reported DSC was
      2.79x as of year-end 2006, and occupancy was 100% as of
      April 2007.  The master servicer reported a 75% improvement
      in the NCF since issuance due to significantly higher
      revenue.

The largest exposure with the special servicer, 100 North Citrus
Avenue, is a 79,000-sq.-ft. office property in West Covina,
California.  The $7.9 million loan, which was reported to be 30-
plus-days delinquent, was transferred to Midland in January 2006
due to a payment default.  The special servicer has since applied
funds held in suspense to cover outstanding debt service and
advances, bringing the loan current.  The borrower reported a DSC
of 1.14x and occupancy of 72% as of June 30, 2007.  Code
compliance upgrades and fire and water damage repairs affected
occupancy at the property.  All the repairs and upgrades have been
completed, with the exception of a remaining code compliance
issue.  Once this issue is resolved, Midland will transfer the
loan back to the master servicer.

Shalamar Apartments, the remaining exposure with the special
servicer, is a $6.9 million loan that is current.  The 161-unit
multifamily apartment complex in San Marcos, Texas, secures this
loan, which was transferred to Midland in March 2006 after a
monetary default.  The borrower is still struggling to make timely
payments and has yet to sign a reinstatement agreement.  Midland
will continue to monitor the loan for timely payments before
returning it to the master servicer.

The master servicer reported 14 loans ($128.1 million, 14%) on its
watchlist.  The seventh-largest exposure ($23.6 million, 3%),
Providence Biltmore Hotel, is secured by a 290-room full-service
hotel in Providence, Rhode Island.  The property is also
encumbered by a $7.4 million B note held outside of the trust.  
The loan was placed on the watchlist due to a low DSC of 0.95x for
the three months ended March 31, 2007, attributable to a low
occupancy of 62% for the same time period.

The ninth-largest exposure, Turnbury Park Apartments ($16.2
million, 2%), is on the watchlist due to a low DSC of 0.79x for
the three months ended March 31, 2007.  The loan is secured by a
161-unit multifamily property in Canton, Michigan.  The borrower
indicated that the poor performance is attributable to rental
concessions offered to keep the property competitive.  Occupancy
was 80% as of April 2007.

The eighth-largest exposure, Escondido Village Shopping Center
($18.4 million, 2%), is secured by a 191,600-sq.-ft. grocery-
anchored neighborhood shopping center in Escondido, California.  
While the loan is not on the master servicer's watchlist, the
borrower has indicated that the anchor tenant occupying 24% of the
gross leasable area will vacate the space when its lease expires
at year-end 2007.  The borrower is marketing the space. The
reported DSC was 1.66x as of year-end 2006, and occupancy was 97%
as of March 2007.

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

             GMAC Commercial Mortgage Securities Inc.
         Mortgage Pass-Through Certificates Series 2004-C2

                       Rating
                       ------    
           Class    To        From   Credit Enhancement
           -----    --        ----   ------------------
           B        AA+       AA                 13.35%
           C        AA        AA-                12.19%

                         Ratings Affirmed
    
             GMAC Commercial Mortgage Securities Inc.
         Mortgage Pass-Through Certificates Series 2004-C2

               Class    Rating   Credit Enhancement
               -----    ------   ------------------
               A-1      AAA                  16.20%
               A-1A     AAA                  16.20%
               A-2      AAA                  16.20%
               A-3      AAA                  16.20%
               A-4      AAA                  16.20%
               D        A                    10.11%
               E        A-                    8.69%
               F        BBB+                  7.52%
               G        BBB                   5.83%
               H        BBB-                  4.28%
               J        BB+                   3.63%
               K        BB                    2.98%
               L        BB-                   2.46%
               M        B+                    2.20%
               N        B                     1.81%
               O        B-                    1.43%
               X-1      AAA                     N/A
               X-2      AAA                     N/A

                       N/A - Not applicable.


GRAHAM PACKAGING: June 30 Balance Sheet Upside-Down by $612.6 Mil.
------------------------------------------------------------------
As of June 30, 2007, Graham Packaging Holdings Company's balance
sheet showed $2.5 billion in total assets, $1.9 billion in total
liabilities, and $612.6 million in total stockholders' deficit.

For the three months ended June 30, 2007, the company had net
income of $5.1 million as compared with net loss of $15.3 million
for the three months ended June 30, 2006.

Net sales for the three months ended June 30, 2007, were
$651 million, as compared with net sales of $653.3 million for the
three months ended June 30, 2006.

For the six months ended June 30, 2007, the company had net loss
of $10.5 million on net sales of $1.3 billion.  The company had
net loss of $25.3 million on net sales of $1.3 billion for the six
months ended June 30, 2006.

In the six months ended June 30, 2007, the company funded, through
its operating activities, $66.8 million of investing activities
and $20.5 million of financing activities.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221d

                      About Graham Packaging

Graham Packaging Holdings Company also known as Graham Packaging
Co, Inc., is the parent company of Graham Packaging Company, LP,
formerly known as Graham Packaging Holdings I LP, --
http://www.grahampackaging.com/-- designs and manufactures  
customized blow-molded plastic containers for branded food and
beverages, household and personal care products, and automotive
lubricants.  The company has manufacturing facilities in
Argentina, Belgium, Brazil, Canada, Ecuador, England, Finland,
France, Hungary, Mexico, the Netherlands, Poland, Spain, Turkey,
the U.S. and Venezuela.  The company has no assets, liabilities or
operations other than its direct and indirect investments in the
Operating Company and its ownership of GPC Capital Corp. II, its
wholly owned subsidiary.


HEALTHCARE ACQUISITION: Stockholders Selling 2.8 Million Shares
---------------------------------------------------------------
Healthcare Acquisition Corp. was informed that the principal
stockholders, and certain stockholders of PharmAthene Inc., have
reached a tentative agreement with certain third party investors
who have agreed to purchase up to 2,800,000 shares of the
company's common stock.

Certain investors, one of which is Millenium Partners LP Group,
have indicated that they would be interested in making purchases
of the company's common stock in privately negotiated transactions
with existing stockholders of the company, in connection with the
purchases, the New Investors receive additional shares of HAQ's
common stock from the founding stockholders of HAQ and from
certain stockholders of PHA who will be receiving shares as a
result of the Merger.

HAQ's principal stockholders and certain stockholders of PHA,
acting as individual stockholders, have agreed to all of the
material terms of the proposed agreements that have been
negotiated among the parties, and definitive agreements by and
among the parties:

   1. The New Investors would agree to purchase, in the aggregate,
      up to 2,800,000 shares of the company's common stock in
      privately negotiated transactions with HAQ stockholders who
      were stockholders of HAQ as of the Record Date and who have
      either delivered proxy cards indicating a vote against the
      Merger Proposal or have advised HAQ and its advisors that
      they intend to vote against the Merger Proposal with
      Millenium Partners LP purchasing a minimum of 1.2 million
      shares;

   2. The Opposing Shares would be purchased at a price to be
      negotiated between the sellers and the New Investors,
      although it is expected that the per share price would be
      equal to or at a premium over the amount held in trust for
      the shares of common stock, which amount in trust is
      currently estimated at $7.60 per share;

   3. The New Investors would obtain from the sellers of the
      Opposing Shares either a new proxy card changing any "no"
      votes against the Proposals to votes in favor of the
      Proposals or an agreement to vote any such Opposing Shares
      in favor of the Proposals.

Pursuant to contemplated purchase option agreements John
Pappajohn, Derace L. Schaffer M.D. Edward B. Berger, Wayne A.
Schellhammer and Matthew Kinley, the founders of HAQ and its
executive officers and directors prior to the merger would enter
into agreements with the New Investors granting them options to
acquire up to 1,266,752 shares of HAQ common stock in the
aggregate, which amount may be reduced pro rata to the extent that
less that 2,800,000 shares are purchased by the New Investors.

The option would be purchased for an aggregate purchase price of
$100 and the exercise price per share would be $.0001.  The
options would not be exercisable until the underlying shares are
released from the escrow arrangement with Continental Stock
Transfer & Trust Company to which the HAQ Insiders are subject
which will expire on July 28, 2008, assuming the Merger is
approved.  

The HAQ Insiders entered into the escrow arrangement for all of
their pre IPO shares in connection with the initial public
offering by HAQ which was completed on July 28, 2005.  The HAQ
Insiders own a total aggregate of 2,250,000 shares being held in
escrow and had recently purchased 250,000 shares pursuant to Rule
10b5-1 plans which are not included in the escrow and are not
being sold to the New Investors.  No option will be exercisable
unless the Merger is approved.

Pursuant to an assignment agreement which is currently being
negotiated, certain stockholders of PHA would agree to assign to
the New Investors an aggregate of up to 479,272 shares that would
otherwise be received by them as part of the Merger, assuming the
Merger is consummated.

Under the terms of the Merger Agreement, the number of shares
issuable to the PHA stockholders could be adjusted upward by up to
337,500 shares of HAQ common stock in the event that stockholders
of HAQ holding in excess of 5% of the IPO shares of HAQ vote
against the Merger and seek to convert their shares.  These
stockholders of PHA would assign their pro rata portion of these
additional shares to the New Investors, as well as an additional
267,455 shares issuable to them in the aggregate under the Merger
Agreement.

The New Investors would be entitled, as assignees of the PHA
stockholders, to the registration rights being granted to the
stockholders of PHA under the terms of the Merger Agreement as
described in the Proxy Statement.  The effectiveness of the
assignment would be contingent upon the Merger Proposal being
approved.  The New Investors would agree to enter into the lock up
agreement being signed by all other PHA stockholders in connection
with the Merger.

                      About PharmAthene Inc.

PharmAthene Inc. – http://www.PharmAthene.com/-- was formed as a  
result of a merger with Healthcare Acquisition Corp.  PharmAthene
is a biodefense company developing and commercializing medical
countermeasures against biological and chemical threats.  
PharmAthene's lead programs include Valortim™ for the prevention
and treatment of anthrax infection and Protexia(R) for the
prevention and treatment of morbidity and mortality associated
with exposure to chemical nerve agents.

                About Healthcare Acquisition Corp.

Healthcare Acquisition Corp. (AMEX:HAQ; HAQ.W) was incorporated in
Delaware on April 25, 2005, as a blank check company whose
objective is to acquire, through a merger, capital stock exchange,
asset acquisition or other similar business combination, an
operating business.

Primarily all activity through Dec. 31, 2006, relates to the
company's formation and the public offering identifying and
evaluating prospective target businesses.  On Jan. 19, 2007, the
company signed an agreement and plan of merger with PharmAthene,
Inc.  The company has until Aug. 3, 2007 to complete the business
combination or it must be liquidated.

                           *     *     *

As reported in the Troubled Company Reporter on June 15, 2007,
LWBJ, LLP, at West Des Moines, Iowa, raised substantial about
Healthcare Acquisition Corp.'s ability to continue as a going
concern, after reviewing the company's quarterly financial
statements for the three months ended March 31, 2007.

The auditor related that the company will face a mandatory
liquidation by Aug. 3, 2007, if a business combination is not
consummated.

At March 31, 2007, the company had total assets of $72,375,242,
total liabilities of $14,920,515, and a stockholders' equity of
$57,454,727, compared to $71,738,744 in total assets, $$14,625,002
in total liabilities, and a stockholders' equity of $57,113,742 at
Dec. 31, 2006.


HERTZ GLOBAL: Earns $83.7 Million in Second Quarter 2007
--------------------------------------------------------
Hertz Global Holdings Inc. reported record second quarter 2007
revenues of $2.2 billion, an increase of 6.6% over the same period
in 2006.  Worldwide car rental revenues for the quarter were a
record $1.7 billion, an increase of 7.5%, while revenues from
worldwide equipment rental were a record $433 million, up 3% over
the prior year period.  Net income for the current quarter is
$83.7 million, compared with net income of $17.8 million in the
same period last year.

Adjusted net income was $97.4 million, an increase of 35.7%
compared with the second quarter of 2006, resulting in adjusted
earnings per share for the quarter of $0.30, based on the pro
forma post-IPO diluted number of shares outstanding, compared with
adjusted earnings per share of $0.22 in the prior year period.  

For the six months ended June 30, 2007, the company realized total
revenues of $4.1 billion, compared with total revenues of
$3.8 billion for the six months ended June 30, 2006.  The company
had an adjusted net income of $103.7 million for the first half of
2007, compared with an adjusted net income of $61 million for the
first half of 2006.

The company anticipates annualized savings of about $165 million
from previously announced job reductions, and incurred a
$16.7 million restructuring charge in the second quarter of 2007
related to these reductions.  There will be additional
restructuring actions taken during 2007 which will be announced
when plans are finalized.

The company generated strong cash flows during the second quarter
of 2007, with net corporate debt decreasing from $4.4 billion as
of March 31, 2007, to $4.4 billion as of June 30, 2007, and
compared with $5.28 billion as of June 30, 2006.  Levered after-
tax cash flows after fleet growth for the second quarter of 2007
were $46.1 million, compared with a use of funds of $403 million
in the prior year period.  The improvement is due primarily to
better working capital management, lower investments in worldwide
equipment rental fleet, lower net investment in car rental fleet
assets, and higher earnings.  Levered after-tax cash flows after
fleet growth were $169 million for the first six months of 2007, a
$627.1 million year-over-year improvement in six month cash flows.
The change in cash flows for the first six months of the year is
attributable to the same factors that affected cash flows during
the second quarter.

As of June 30, 2007, the company listed total assets of
$19.8 billion, total liabilities of $17.2 billion, and total
stockholders' equity of $2.6 billion.

Cash and cash equivalents were $401.6 million and total debt was
$12.4 billion at June 30, 2007.

Mark P. Frissora, the company's chairman and chief executive
officer, said, "Hertz achieved strong second quarter operating
results due to a combination of revenue growth, particularly off
airport in the United States, and strong cost management, with
direct operating expenses decreasing by almost two percentage
points of revenue compared with the second quarter of 2006.  
Equipment rental volume in the second quarter was affected by
slower growth in some segments of the U.S. non-residential
construction market, but HERC nevertheless generated record
revenues, profits and improved margins in the second quarter, and
we see evidence of demand improvement in the current quarter."

                             Outlook

The company re-affirms its revenue, adjusted pre-tax income,
corporate EBITDA, adjusted net income and adjusted net income per
share guidance provided in its earnings announcement dated
April 26, 2007.  The company forecasts worldwide revenue of
between $8.5 billion to $8.6 billion, an increase of between 5% to
7%. The company affirms earlier guidance for adjusted pre-tax
income in the range of $600 million to $630 million, an increase
of between 23% and 29%, corporate EBITDA in the range of
$1.54 billion to $1.57 billion, an increase of between 12% to 14%,
and adjusted net income of $372 million to $395 million, an
increase of between 24% to 32%, or $1.15 to $1.22 per share, based
on the pro forma post-IPO diluted number of shares outstanding of
324.8 million.

                        About Hertz Global

Hertz Global Holdings Inc. in Park Ridge, New Jersey, (NYSE: HTZ)
-- https://www.hertz.com/ -- through its subsidiaries, rents and
leases cars and trucks primarily in the U.S. and Europe.  It
operates in two segments, Car Rental and Equipment Rental.  The
Car Rental segment engages in the ownership and lease of cars.  
The Equipment Rental segment rents earthmoving equipment, material
handling equipment, aerial and electrical equipment, air
compressors, generators, pumps, small tools, compaction equipment,
and construction-related trucks in North America and Europe.  The
company's products and services include Hertz #1 Club Gold;
NeverLost customized, onboard navigation systems; SIRIUS Satellite
Radio; and unique cars and SUVs offered through Hertz's Prestige,
Fun and Green collections.  Hertz also operates an equipment
rental companies with corporate locations in France and Spain.  It
is the corporate parent of Hertz Corporation.  

                           *     *     *

Hertz Global Holdings Inc. carries Moody's Investors Service's Ba3
corporate family rating with a stable outlook.


INDYMAC IMSC: Moody's Rates Class B-5 Notes at B2
-------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by IndyMac IMSC Mortgage Loan Trust 2007-AR2
and ratings ranging from Aa2 to B2 to the subordinate certificates
in the deal.

The securitization is backed by first lien, adjustable-rate Alt-A
residential mortgage loans originated by IndyMac Bank, F.S.B.  The
ratings are based primarily on the credit quality of the loans and
on the protection from subordination.  Moody's expects collateral
losses to range from 1.1% to 1.3%.

IndyMac Bank, F.S.B. will service the mortgage loans.  Moody's
assigned IndyMac Bank, F.S.B. a servicer quality rating of SQ2 as
a primary servicer of prime residential mortgage loans.

The complete rating actions are:

IndyMac IMSC Mortgage Loan Trust 2007-AR2

Mortgage Pass-Through Certificates, Series 2007-AR2

-- Cl. A-1, Assigned Aaa
-- Cl. A-2, Assigned Aaa
-- Cl. A-3, Assigned Aaa
-- Cl. A-4, Assigned Aaa
-- Cl. A-X, Assigned Aaa
-- Cl. A-R, Assigned Aaa
-- Cl. B-1, Assigned Aa2
-- Cl. B-2, Assigned A2
-- Cl. B-3, Assigned A3
-- Cl. B-4, Assigned Ba2
-- Cl. B-5, Assigned B2


JABIL CIRCUIT: To Set Up Two New Divisions, Appoints Officers
-------------------------------------------------------------
Jabil Circuit Inc.'s board of directors has approved a plan to
establish a Consumer Electronics division and an EMS division.  
The Consumer division will be formed to meet the distinct needs of
the consumer marketplace.  The EMS division will continue to
provide world class end to end supply chain solutions for
customers in a broad range of industry sectors.  The change is
effective Sept. 1, 2007.

"We believe that we will unleash even more creative and cost-
effective solutions for our customers by grouping business units
with similar needs together into divisions, each with full
ownership and accountability for design, operations, supply chain
and delivery," said Timothy L. Main, Jabil's president and chief
executive officer.  "Our business has grown to a size and
scale that we believe provides the critical mass to make this free
standing division approach successful."

                        Consumer Division

Jabil will establish the Consumer Electronics division with
dedicated resources designed to meet the unique needs of the
consumer products industry.  The division will address the
marketplace needs of mobility, connected displays, set-top boxes
and peripheral products.  Dedicated design resources combined with
vertically integrated supply chain solutions and certain existing
and planned manufacturing operations, will provide a full
complement of assets to provide low cost solutions for consumer
electronics customers.

Seventeen year Jabil veteran John P. Lovato was named executive
vice president and chief executive officer, consumer division,
effective Sept. 1, 2007.  

"The consumer electronics sector represents an enormous market
opportunity for Jabil as major consumer product companies around
the world are adopting outsourcing as their go-to-market strategy.
These customers tend to be very product focused and prefer
suppliers with deep product knowledge and expertise.  They also
favor vertical integration of certain technologies and
capabilities.  Jabil's new divisional focus and the complementary
services of Green Point will allow us to address both of these
needs," said Mr. Lovato.

                           EMS Division

The EMS Division will focus on the traditional and emerging
electronic manufacturing services business sectors.  Traditional
sectors, characterized by a longer-term experience in utilizing
the electronics outsourcing model, include networking, computing,
storage and telecommunications businesses.  Emerging sectors are
newer to the outsourcing model and include areas such as
automotive, medical, industrial, instrumentation, defense and
aerospace.  Both traditional and emerging sector customers
primarily sell directly to business or organizations and utilize
outsourcing as a means of reducing internal design and
manufacturing costs while focusing on the core of their business.
The EMS Division will be chartered with continuing to grow
traditional market business and nurturing the blossoming emerging
sectors with cost-effective design, manufacturing and delivery of
products to these customers.

The EMS Division will be headed by 15-year Jabil executive William
D. Muir, who was named Executive vice president and chief
executive officer of the division, effective Sept. 1, 2007.

"The new approach will allow enhanced focus on the specific needs
of our traditional and emerging market customers," said Bill Muir,
senior vice president.  "We believe this model will add to the
agility and responsiveness in delivering sector-specific design,
manufacturing, fulfillment and supply chain solutions."

"For over 30 years we have empowered our customer-centric business
units to develop customized solutions for our customers.  The
continued use of our customer-centric model with this divisional
approach will more narrowly focus our best people on the unique
needs of specific customers and sectors. Our customers and
shareholders will benefit as we strive for higher levels of
performance with strong diversification and full exposure to the
secular trend to an outsourcing model," said Mr. Main.

                        About Jabil Circuit
        
Jabil Circuit Inc., headquartered in St. Petersburg, Florida --
http://www.jabil.com/-- provides electronics design,   
manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more than
75,000 employees and facilities in 20 countries, including Brazil,
Mexico, United Kingdom and Japan.  Revenues for the 12 months
ended Feb. 28, 2007 were $11.7 billion.

                           *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Moody's Investors Service confirmed Jabil Circuit Inc.'s Ba1
corporate family rating and revised the outlook to negative
following the recent filing of its fiscal 2006 (August year-end)
10-K and fiscal 2007 first and second quarter tenth-quarters.
Simultaneously, Moody's upgraded the rating on the existing
$300 million senior unsecured notes to Ba1 from Ba2.


K&F INDUSTRIES: Prices Cash Tender Offer for 7-3/4% Sr. Sub. Notes
------------------------------------------------------------------
K&F Industries Inc., a wholly owned subsidiary of Meggitt-USA
Inc., has priced its outstanding 7-3/4% Senior Subordinated Notes
due 2014 (CUSIP Nos: 482238AB8, U4865PAA5, 482238AA0 and
482240AM0), in connection with its cash tender offer and consent
solicitation for any and all of the Notes.

Holders who validly tendered Notes and delivered consents at or
prior to the Consent Time, and did not validly withdraw such Notes
and whose Notes are acquired pursuant to the Offer will be paid a
purchase price of $1,086.32 per $1,000 principal amount of Notes.

Holders who validly tender Notes after the Consent Time at/or
prior to the Expiration Time will receive $1,056.32 per $1,000
principal amount of Notes which is equal to the Total
Consideration, minus a consent payment of $30 per $1,000 principal
amount.

Holders that have validly tendered and have not validly withdrawn
such Notes and related consents and whose Notes are accepted for
purchase will receive accrued and unpaid interest from the last
interest payment date to, the Settlement Date.  The Settlement
Date is expected to be the third business day after the Expiration
Time.

Barclays Capital Inc. was appointed as Dealer Manager for the
Offer.

Persons with questions regarding the Offer should contact Barclays
Capital toll-free at 866-307-8991 or collect at 212-412-4072
(attention: Liability Management).

Requests for documents should be directed to Georgeson Inc., the
Information Agent for the Offer, toll-free at 888-605-7549 or
collect at 212- 440-9800.

                       About K&F Industries

Headquartered in White Plains, New York, K&F Industries Inc.
(NYSE: KFI) -- http://www.kandfindustries.com/-- manufactures   
wheels, brakes and brake control systems for commercial transport,
general aviation and military aircraft and produces aircraft fuel
tanks, de-icing equipment and specialty coated fabrics used for
storage, shipping, environmental and rescue applications for
commercial and military use.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2007,
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on K&F Industries Inc.  All
ratings were removed from CreditWatch, where they were placed with
positive implications on March 7, 2007.  About $700 million of
debt is affected.


LANDRY'S RESTAURANTS: Court Grants TRO on $400 Mil. Senior Notes
----------------------------------------------------------------
Landry's Restaurants Inc. has obtained a temporary restraining
order from the Honorable Samuel B. Kent of the United States
District Court for the Southern District of Texas, Galveston
Division, which immediately orders:

   -- that the Indenture Trustee of the company's $400 million
      7.5% Senior Notes to immediately withdraw the Notice of
      Acceleration;

   -- that all holders of the Senior Notes are temporarily
      enjoined and restrained from taking any direct or indirect
      action predicated on the basis that the Senior Notes have
      been accelerated; and

   -- that all holders of the Senior Notes are temporarily
      enjoined and restrained from directly or indirectly
      communicating to any third party person or entity that the
      Senior Notes have been accelerated or that the company is
      not paying its debts as they come due.

A temporary injunction hearing is scheduled for Aug. 16, 2007, in
the U.S. District Court for the Southern District of Texas to
determine whether the injunction should continue as requested by
the company.

The company is represented in the litigation by The Buzbee Law
Firm, Andrews Kurth, LLP, Haynes and Boone LLP and Mills Shirley,
L.L.P.

The company has filed a lawsuit against the Bond holders and
requested for the acceleration of the Notes and reinstating the
Notes.

                  About Landry's Restaurants Inc.

Headquartered in Houston, Texas, Landry's Restaurants Inc. (NYSE:
LNY) - http://www.landrysrestaurants.com/-- owns and operates
more than 300 restaurants, including Landry's Seafood House, Joe's
Crab Shack, The Crab House, Rainforest Cafe, Charley's Crab,
Willie G's Seafood & Steak House, The Chart House, and Saltgrass
Steak House.  Landry's also owns several icon developments,
including Downtown Aquariums in Houston and Denver.  The company
employs approximately 36,000 workers in 36 states.

                         *     *     *                  

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Moody's Investors Service revised the probability of default
rating for Landry's Restaurants Inc. to B2/LD from B2.


LNR CDO: Fitch Puts Low-B Ratings on Classes J to L Notes & Shares
------------------------------------------------------------------
Fitch has assigned these ratings to LNR CDO VI, Series 2007-2,
Ltd./LLC (all due December 2051):

   -- $142,084,000 class A-1 floating rate notes 'AAA';

   -- $100,000,000 class A-2 floating-rate delayed draw notes
      'AAA';

   -- $132,558,000 class B floating-rate notes 'AA';

   -- $149,951,000 class C floating-rate deferrable interest notes
      'A+';

   -- $25,995,000 class D floating-rate deferrable interest notes   
      'A';

   -- $21,476,000 class E floating-rate notes 'A-';

   -- $44,195,000 class F floating-rate notes 'BBB+';

   -- $28,825,000 class G floating-rate notes 'BBB';

   -- $24,631,000 class H floating-rate notes 'BBB-';

   -- $55,280,000 class J fixed-rate notes 'BB+';

   -- $39,459,000 class K preferred shares 'BB';

   -- $15,456,000 class L preferred shares 'BB-'.


MANITOWOC COMPANY: Redeems 10.5% Senior Sub. Notes for $129 Mil.
----------------------------------------------------------------
The Manitowoc Company completed a previously announced redemption
of its 10.5% senior subordinated notes due 2012.

The call premium paid to note holders was 105.25% of the principal
amount of the notes.  The total cash paid was $129 million which
included the call price, accrued and unpaid interest and other
related costs at the time of redemption.  The Bank of New York,
trustee for the issue, redeemed the notes through its New York
office.  Manitowoc generated proceeds for the redemption of the
notes from its multi-currency revolving credit facility, its
accounts receivable securitization facility and cash on hand.

As a result of the redemption, the related indenture dated
Aug. 8, 2002, by and among The Manitowoc Company, the guarantor
subsidiaries and The Bank of New York, as trustee, terminated
automatically as of Aug. 1, 2007.

Headquartered in Maniwotoc, Wisconsin, The Manitowoc Company Inc.
(NYSE: MTW) -- http://www.manitowoc.com/-- provides lifting
equipment for the global construction industry, including lattice-
boom cranes, tower cranes, mobile telescopic cranes, and boom
trucks.  As a leading manufacturer of ice-cube machines,
ice/beverage dispensers, and commercial refrigeration equipment,
the company offers the broadest line of cold-focused equipment in
the foodservice industry.  In addition, the company is a leading
provider of shipbuilding, ship repair, and conversion services for
government, military, and commercial customers throughout the
maritime industry.

                         *     *     *

As reported in the Troubled Company Reporter on June 14, 2007,
Moody's Investors Service upgraded The Manitowoc Company's
corporate family rating to Ba2 from Ba3 and its probability of
default to Ba2 from Ba3 reflecting the company's continued strong
operating performance and its recent announcement that it will
redeem all of its senior subordinate notes.

The rating of Manitowoc's senior unsecured notes remain at Ba3,
but its loss given default assessment is changed to LGD4 (66%)
from LGD3 (49%).  The rating outlook is stable.


MORGAN STANLEY: S&P Lifts Rating on $3MM Class A-11 Notes to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3 million class A-11 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'BB-' from 'B+' and removed it
from CreditWatch, where it was placed with negative implications
on June 19, 2007.

The rating action reflects the Aug. 1, 2007 raising of the rating
on the referenced obligations for the class A-11 notes, the 8.2%
senior notes due Aug. 15, 2011, issued by Rock-Tenn Co., and its
removal from CreditWatch negative.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction that is weak-
linked to the lowest of:

   (i) the ratings on the respective reference obligations for
       each class;

  (ii) the long-term rating on the credit default swap's, interest   
       rate swap's, and contingent forward counterparty's
       guarantor, Morgan Stanley ('A+'); and

(iii) the credit quality of the underlying securities, BA Master
       Credit Card Trust II's class A certificates from series
       2001-B due 2013 ('AAA').


NATIONAL SPORTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: National Sports Collectors Convention, Inc.
        P.O. Box 1031
        Edison, NJ 08818

Bankruptcy Case No.: 07-21048

Type of Business: The Debtor hosts sports collectibles
                  conventions.  See http://www.nsccshow.com/

Chapter 11 Petition Date: August 3, 2007

Court: District of New Jersey (Trenton)

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: David Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  Fax: (856) 424-7565

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

Estimated Debts:  $1 Million to $100 Million

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


NATIONAL STAFFING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Staffing, L.L.C.
        200 New Stine Road, Suite 110
        Bakersfield, CA 93309

Bankruptcy Case No.: 07-12308

Type of business: The Debtor provides payroll services.

Chapter 11 Petition Date: July 31, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Riley C. Walter, Esq.
                  7110 North Fresno Street, Suite 400
                  Fresno, CA 93720
                  Tel: (559) 435-9800

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                               $1,671,150
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326

A.I.C.C.O.                     workers compensation       $87,522
Department 7615                insurance premiums
Los Angeles, CA 90084-7615

Canawill, Inc.                                            $45,915
100 North Milwaukee Avenue,
5th Floor
Glenview, IL 60025

Stutman, Treister & Glatt                                 $28,132

New York State Workers'                                   $26,750
Compensation

State of Iowa                                             $21,699

State of New York              judgment                   $18,545

State of Kansas                                           $17,861

Liberty Mutual Insurance       audit/workers              $12,303
                               compensation

Bank of America                                           $10,435

Hartford Insurance Co.                                    $10,000

Broadway Premium Funding       liability insurance         $8,245
Corp.                          premium

George Miller, Chapter 11                                  $7,500
Trustee of Total
Containment, Inc.

State of Washington            payroll taxes               $6,735

Blue Cross of California                                   $6,592

State of Alabama               state tax lien              $6,155

State of Kansas                state tax lien              $5,907

Herbert P. Sears Co., Inc.     civil judgment              $5,847

State of South Dakota                                      $5,809

State of Oregon                                            $4,276


NEW CENTURY: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: New Century Warehouse Corporation
        dba Access Lending
        18400 Von Karman Avenue, Suite 1000
        Irvine, CA 92612

Bankruptcy Case No.: 07-11043

Type of business: The Debtor, a wholly-owned subsidiary of New
                  Century Financial Corp., is a specialty finance
                  company providing warehouse financing to the
                  middle market segment of the residential
                  mortgage origination industry.  See
                  http://www.accesslending.com

Chapter 11 Petition Date: August 3, 2007

Court: District of Delaware (Delaware)

Debtor's Counsel: Christopher M. Samis, Esq.
                  Mark D. Collins, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street
                  One Rodney Square
                  Wilmington, DE 19801 & 19899
                  Tel: (302) 651-7845, (302) 651-7531
                  Fax: (302) 651-7701

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
New Century Mortgage Corp.     intercompany          undetermined
18400 Von Karman, Suite 1000
Irvine, CA 92612

Goldman Sachs Mortgage Co.     warehouse                  unknown
c/o Marc Flamino               obligation
85 Broad Street
New York, NY 10004

Vinson & Elkins, L.L.P.        acquisition                unknown
T. Mark Kelly                  agreement
First City Bankruptcy
1001 Fannin Street,
Suite 2300
Houston, TX 77002-6760

Ixis Real Estate Capital,      warehouse                  unknown
Inc.                           obligation
Tony Malanga
9 West 57th Street,
36 Floor
New York, NY 10019


NEWFIELD EXPLORATION: Inks Pact Selling Cherokee Assets for $128MM
------------------------------------------------------------------
Newfield Exploration Company signed a purchase and sale agreement
to sell all of its coal bed methane assets in the Cherokee Basin
of northeastern Oklahoma to Constellation Energy Partners LLC for
$128 million.  The sale is expected to close in the third quarter
of 2007.

Current net production is about 10 MMcf/d.  The transaction
includes the sale of more than 650 producing wells, Newfield's
interests in approximately 80,000 net acres and a gas gathering
system. Newfield entered this region in 2004 through the purchase
of assets from two private companies.

Newfield's production guidance, issued July 25, accounted for this
and other anticipated divestitures and remains 240 - 253 Bcfe in
2007 and 215 - 230 Bcfe in 2008.

The company's previously announced divestiture packages include
its Gulf of Mexico shelf assets, expected to close in early
August, its assets in the U.K. North Sea and Bohai Bay, China, and
other select properties in Texas and the Mid-Continent.  Proceeds
from these sales will be used to pay down debt and fund capital
expenditures.

                    Natural Gas Hedging Update

Taking advantage of the recent moves in natural gas futures,
Newfield has added additional hedges since the Company's last
update on July 25.  Newfield added fixed positions for April 2008
- October 2008 of 60 MMcf/d at an average of $8.22 per Mcf.
Approximately 45% of the company's expected production for
this period is now hedged.

Simmons & Company International and Griffis & Associates LLC acted
as financial advisors in connection with Newfield's Cherokee Basin
asset sale.

                    About Constellation Energy

Constellation Energy Partners LLC (NYSE: CEP) acquires, develops,
and produces oil and natural gas properties, as well as related
midstream assets in the United States.  It owns working interests
in Robinson's Bend Field located in western Tuscaloosa County and
Pickens County, Alabama.  The company also has interest in oil and
natural gas properties located in the Cherokee Basin of Kansas and
Oklahoma.

                    About Newfield Exploration

Newfield Exploration Company (NYSE: NFX) -- http://www.newfld.com/
-- explores, develops, and acquires crude oil and natural gas
properties primarily in the United States.  As of Dec. 31, 2006,
the company had proved reserves of 2.3 trillion cubic feet
equivalent.  The company was founded in 1988 and is based in
Houston, Texas.

Newfield's domestic areas of operation include the onshore Gulf
Coast, the Anadarko and Arkoma Basins of the Mid-Continent, the
Rocky Mountains and the Gulf of Mexico.  The company has
international operations in Malaysia, the U.K. North Sea and
China.

                            *      *     *

As of June 25, 2007, Newfield Exploration Company continues to
carry Fitch's BB+ long term issuer default rating.  Fitch rates
the company's bank loan debt and senior unsecured debt at BB+
while its senior subordinate rating is at BB-.  The outlook
remains stable.

At the same time, the company also bears Moody's Investor
Services' Ba2 long term corporate family rating and probability of
default rating, Ba1 senior unsecured debt, Ba3 senior subordinate
rating, and B1 preferred stock rating.  The outlook is stable.

The company also continues to carry Standard & Poor's BB+ long
term foreign and local issuer debt ratings.  The outlook remains
stable.


NEWMARKET CORPORATION: Earns $30.9 Million in Second Quarter 2007
-----------------------------------------------------------------
NewMarket Corporation's net income for the second quarter ended
June 30, 2007, was $30.9 million, compared with net income for the
second quarter of 2006 of $20.4 million.  Net income for the first
six months of 2007 was $47.2 million, compared with net income for
the first six months of 2006 of $34.1 million.

Net sales for the second quarter 2007 were $344 million, compared
wit net sales for the second quarter 2006 of $330.1 million.  Net
sales for the first six months of 2007 were $653.8 million,
compared with net sales for the first six months of 2006 of
$632 million.

At June 30, 2007, the company had $786.8 million total assets,
$438.5 million total liabilities, and $348.3 million total
stockholders' equity.

"Net income for the second quarter and first half of both 2007 and
2006 include significant special items.  These special items are
reflected separately for clarification in the summary of earnings
at the end of this press release.  The special item this year
includes the gain associated with the termination of the
tetraethyl lead marketing agreements.  Last year's items were due
to the sale of an asset and the gain on a settlement with the
IRS," reported president and chief executive officer, Thomas E.
Gottwald.

"Petroleum additives results improved significantly in the second
quarter of this year with operating profit of $36.5 million, an
increase of 35% over operating profit of $27.1 million in the
second quarter of 2006.  Net sales improved to $338.8 million
compared to net sales in the second quarter of 2006 of  
$325 million.  Petroleum additives volumes shipped in the second
quarter of this year also improved over first quarter shipments
this year.  For the first six months of this year, petroleum
additives profits also reflect improved results with operating
profit increasing to $65.5 million, an improvement of 24% over
operating profit of $52.8 million for the same period last year.
The improvement in our petroleum additives operating profit comes
from a variety of the company's product lines.  The results
continue to reflect the benefit of our progress in restoring
margins through the introduction of new products including
products utilizing more cost effective solutions for our
customers.  The results also benefit from price increases
implemented in 2006; however, upward pricing pressure on several
of our key raw materials continues."

"The second quarter and first half of 2007 also continued to
benefit from our debt restructuring in December of 2006.  The
benefit of lower debt cost was approximately $1.1 million before
tax for the second quarter and $2 million before tax for the first
half of this year."

"Foundry Park I LLC, a wholly owned subsidiary of the company,
began the construction phase of the office building for
MeadWestvaco during this second quarter.  The project will be
primarily funded through borrowing of approximately 85 percent of
the cost of construction with project completion anticipated by
the end of 2009. Following completion, we expect this project
to make a positive contribution to our earnings."

"We have made good progress in many areas during the first half of
this year.  Our petroleum additives business continues to deliver
improved results.  Our financial position continues to grow
stronger enhancing our capability for future growth and improving
shareholder value as we continue to assess the best use of our
cash flow," added Mr. Gottwald.

                           About NewMarket

Richmond, Virginia-based NewMarket Corporation, (NYSE: NEU) –
http://www.newmarket.com/-- through its subsidiaries, Afton  
Chemical Corporation and Ethyl Corporation, develops,
manufactures, blends, and delivers chemical additives that enhance
the performance of petroleum products.  From custom-formulated
chemical blends to market-general additive components, the
NewMarket family of companies provides the world with the
technology to make fuels burn cleaner, engines run smoother and
machines last longer.

                           *     *     *

NewMarket Corp. carries Moody's Ba3 long-term corporate family
probability-of-default ratings.  The outlook remains stable.

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


NEXSTAR BROADCASTING: Board Cancels Talks With Would Be Acquirers
-----------------------------------------------------------------
Group Inc.'s board of directors, in light with the difficult
conditions in the financing markets, has decided to suspend
discussions with prospective acquirers of the company, after
consulting with its financial advisor Goldman Sachs & Co.

The company said it does not intend to comment further publicly
with respect to the review process.

Headquartered in Irving, Texas, Nexstar Broadcasting Group Inc.
(NasdaqGM: NXST) -- http://www.nexstar.tv/-- currently owns,   
operates, programs or provides sales and other services to 49
television stations in 29 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama and New York.  Nexstar's television
station group includes affiliates of NBC, CBS, ABC, FOX,
MyNetworkTV and The CW and reaches approximately 8.25% of all U.S.
television households.

                          *     *     *

At March 31, 2007, the company's balance sheet showed total assets
of $708.9 million, total liabilities of  $789.2 million, resulting
to a total shereholders' deficit of $80.3 million.


NUTRITIONAL SOURCING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Lead Debtor: Nutritional Sourcing Corporation
             fdba Pueblo Xtra International, Inc.
             1300 NorthWest 22nd Street
             Pompano, FL 33069

Bankruptcy Case No.: 07-11038

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Pueblo International, L.L.C.                       07-11039
F.L.B.N., L.L.C.                                   07-11040

Type of business: The Debtor owns and operates supermarkets and
                  video rental shops in Puerto Rico and the US
                  Virgin Islands.  See http://www.puebloxtra.com/

Chapter 11 Petition Date: July 3, 2007

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: David M. Fournier, Esq.
                  David B. Stratton, Esq.
                  James C. Carignan, Esq.
                  Pepper Hamilton, L.L.P.
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Nutritional Sourcing                Less than        $1 Million to
Corporation                           $10,000         $100 Million

Pueblo International,               More than            More than
L.L.C.                           $100 Million         $100 Million

F.L.B.N., L.L.C.                $1 Million to            More than
                                 $100 Million         $100 Million

The Debtors did not sumbit a list of their largest unsecured
creditors.


PENNSYLVANIA REIT: Completes Redemption of 11% Senior Pref. Shares
------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust completed a previously
announced redemption of all of its 2.475 million outstanding 11%
non-convertible senior preferred shares.

The per share redemption price of $53.2486 includes $52.50 for
each share plus accrued dividends of $0.7486 per share to the
redemption date.  The aggregate redemption price of approximately
$131.8 million was funded using the company's credit facility.

Pennsylvania Real Estate Investment Trust, (NYSE: PEI) --
http://www.preit.com/-- headquartered in Philadelphia, is a $3.1  
billion owner, manager, and developer of regional malls and strip
and power centers located predominantly throughout the Mid-
Atlantic United States.  The portfolio consists of 57 properties
containing about 34 million square feet, including 38 shopping
malls, 11 strip and power centers, and eight properties under
development.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2007,
Fitch affirmed the preferred stock rating of 'B+' on Pennsylvania
Real Estate Investment Trust.  Fitch has also affirmed the Issuer
Default Rating of 'BB' for PREIT and maintains its Positive
Outlook.


PRG SCHULTZ: June 30 Balance Sheet Upside-Down by $71.3 Million
---------------------------------------------------------------
PRG Shultz International Inc.'s balance sheet at June 30, 2007,
showed $114.4 million in total assets, $177.5 million in total
liabilities, and $8.3 million in mandatory redeemable
participating preferred stock, resulting in $71.3 million
stockholders' deficit.

PRG-Schultz had net earnings for the 2007 second quarter of
$18.6 million, compared to a net loss of $3.6 million for the same
period in 2006.  The second quarter 2007 net earnings included a
gain on the sale of the Company's Meridian business unit of about
$19.5 million, earnings from discontinued operations of $200,000
and a $2.7 million charge for stock-based compensation.  The
second quarter 2006 net loss included a charge of $400,000 for
stock-based compensation and an operational restructuring charge
of $1.6 million.

Consolidated revenue for the second quarter of 2007 was $53.3
million, a decrease of 3.3% compared to $55.1 million for the same
period in 2006.  Cost of Revenue and SG&A expenses combined were
$49.4 million for the 2007 second quarter, down 6.3% compared to
the same period in 2006.

Net earnings for the first six months of 2007 were $20.1 million,
which included the gain on the sale of the Meridian business of
$19.5 million, earnings from discontinued operations of $300,000,
and $5.4 million of stock-based compensation expense.  This
compares to a net loss of $13.9 million for the same period in
2006, which included earnings from discontinued operations of
$1.2 million, a $10.1 million non-cash charge related to the
company's financial restructuring, a charge of $700,000 related to
stock-based compensation, and $2 million of restructuring charges.

Consolidated revenue in the first six months of 2007 was
$110.3 million compared to $110.9 million for the same period in
2006.  Cost of Revenue and SG&A expenses combined were $100.3
million for the first six months of 2007, down 5.9% compared to
the same period in 2006.

                            Liquidity

At June 30, 2007, the company had cash and cash equivalents of
$29.6 million and had no borrowings against its revolving credit
facility.  Total principal amount of debt outstanding at quarter-
end was $108.9 million, a reduction of $21.4 million compared to
the debt outstanding at the beginning of the quarter.  The
reduction in debt during the quarter was the result of the
company's paying off the remaining $15.4 million balance on its
term loan and the conversion of $5.9 million principal amount of
outstanding senior convertible notes due 2011 into about 903,000
shares of common stock.

Debt outstanding at the end of the second quarter included
$51.5 million in principal amount of 11% senior notes due 2011,
$56.1 million in principal amount of 10% senior convertible notes
due 2011, and $1.3 million of capital lease obligations.

In addition, the company had 9% Series A preferred stock
outstanding at quarter-end with an aggregate liquidation
preference of $8.3 million, which is mandatorily redeemable in
2011.  The aggregate liquidation preference on the Series A
preferred stock decreased by $600,000 during the quarter, the net
result of an increase of $200,000 from the accretion of unpaid
dividends and the conversion of Series A preferred shares
representing $800,000 in liquidation preference into about
296,000 shares of common stock.

"We continued our forward momentum during the second quarter,
registering our sixth successive quarter of year-over-year
increase in adjusted EBITDA," said James B. McCurry, chairman,
president and chief executive officer.  "During the quarter we
reduced our total debt outstanding while increasing our cash on
hand, and we sharpened our strategic focus by successfully
divesting our Meridian business unit.  We also made significant
progress in our initiative to pioneer recovery audit in Medicare,
with proceeds from our contract to audit Medicare spending in
California making an important contribution to our revenue for the
quarter."

                        About PRG Schultz

Headquartered in Atlanta, PRG Schultz International Inc.
(NasdaqGM: PRGX) -- http://www.prgx.com/-- is the world's
leading recovery audit firm, providing clients throughout the
world with insightful value to optimize and expertly manage
their business transactions.  Using proprietary software and
expert audit methodologies, PRG industry specialists review
client purchases and payment information to identify and recover
overpayments.

The company has operations in Brazil, Mexico, and Puerto Rico.


PRIMEDIA INC: Completes $1 Billion Sale of Enthusiast Media
-----------------------------------------------------------
PRIMEDIA Inc. completed a previously announced sale of its
Enthusiast Media division to Source Interlink Companies Inc. for
$1,177,900,000 in cash, subject to certain post-closing
adjustments.

PRIMEDIA continues to operate its operating subsidiary, Consumer
Source Inc.

                        New Set of Officers

In connection with the closing of the sale, PRIMEDIA has appointed
Robert Metz as president and chief executive officer, effective
Sept. 1, 2007.  Mr. Metz is currently Executive Vice President of
Primedia and CEO of Consumer Source Inc. Mr. Metz began his career
with Consumer Source Inc. in 1975, and in the last 25 years, has
served in various positions ranging from publisher to chief
financial officer, chief operating officer, president, and
chairman of the board.

Also in connection with the closing of the sale, Kim Payne, the
current Chief Financial Officer of Consumer Source Inc., has been
appointed chief financial officer of PRIMEDIA, effective Aug. 1,
2007, replacing Kevin Neary.

Effective Sept. 1, 2007, Keith Belknap, the current general
counsel of Consumer Source Inc. will assume the title of general
counsel of PRIMEDIA, replacing Jason Thaler.  Following Mr. Metz's
transition to president and CEO of PRIMEDIA, Dean Nelson,
currently chairman, president, and CEO, will remain in his
capacity as chairman.

"We are very pleased with the end result of this transaction and
believe that we have the right team and strategies in place to
enhance a business that is already the market leader in a high
growth industry," said Dean B. Nelson, Chairman, President, and
CEO of PRIMEDIA Inc. "Through the leadership and direction of this
experienced management team, as well as our work over the past
several months to recapitalize the Company, PRIMEDIA is well
positioned as a low-leverage, high margin business that will
generate cash and deliver strong returns to shareholders."

                      About Source Interlink

Source Interlink Companies Inc. -- http://www.sourceinterlink.com
-- markets, entertainment products, including DVDs, music CDs,
magazines, books and related items.  Source Interlink serves about
110,000 retail store locations throughout North America.  Supply
chain relationships include consumer goods advertisers,
subscribers, movie studios, record labels, magazine and newspaper
publishers, confectionary companies and manufacturers of general
merchandise.

                        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.


PRIMEDIA INC: Inks $350 Million Loan Pact with Various Lenders
--------------------------------------------------------------
PRIMEDIA Inc. entered into a credit agreement with various
lenders, The Bank of New York, as Syndication Agent, Lehman
Brothers Inc. and Citicorp North America Inc. as co-documentation
agents, and Credit Suisse, Cayman Islands Branch N.A., as
administrative agent.  

The credit agreement provides for two loan facilities including a
revolving credit facility with aggregate commitments of about
$100 million, which matures on Aug. 1, 2013, and a Term Loan B
credit facility in an aggregate principal amount of $250 million,
which matures on Aug. 1, 2014.

                Amends Certificate of Incorporation

The company also filed on Aug. 1, 2007, an amendment to its
certificate of incorporation to effect a 1-for-6 reverse stock
split of its common stock.  PRIMEDIA previously announced on
June 22, 2007, that the board of directors of PRIMEDIA and a
majority of stockholders of PRIMEDIA had adopted the amendment to
PRIMEDIA's certificate of incorporation.  Stockholders who hold
shares of PRIMEDIA common stock electronically in book-entry form
will not have to take any action to receive post-reverse stock
split shares and cash in lieu of any fractional share interests.  
For book-entry shares, a transaction statement indicating the new
number of shares held will be automatically sent to stockholders
by their broker or the transfer agent.  Stockholders who hold
certificates representing pre-reverse stock split shares will
receive a letter of transmittal and related instructions from The
Bank of New York, PRIMEDIA's transfer agent, which explains how to
exchange these existing certificates for certificates representing
post-reverse stock split shares and cash in lieu of any fractional
share interests.  Shares of common stock of PRIMEDIA began trading
on a split-adjusted basis on Aug. 2, 2007.

                        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.


S-TRAN HOLDINGS: Court Moves Exclusive Plan Filing Date to Sept. 4
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for
the District of Delaware extended S-Tran Holdings Inc. and its
debtor-affiliates' exclusive periods to:

     a. file a Chapter 11 plan until Sept. 4, 2007; and

     b. solicit acceptances of that Plan until Nov. 5. 2007.

As reported in  the Troubled Company Reporter on June 14, 2007,
the Debtors told the Court that they are actively analyzing
information relevant to potential assets recoveries, including
the recovery of additional accounts receivables.

The Debtors disclosed to the Court that they have reached
approximately 70 settlements of preference claims and expect to
recover up to $600,000.

Laura D. Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., said that the Debtors' request to further extend
their exclusive period will not prejudice their creditors.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


SAFEWAY PROPERTY: A.M. Best Lifts B- Financial Strength Rating
--------------------------------------------------------------
A.M. Best Co. upgraded the financial strength rating to B (Fair)
from B- (Fair) and assigned an issuer credit rating of "bb+" to
Safeway Property Insurance Company.

Concurrently, A.M. Best affirmed the FSR of A (Excellent) and
assigned ICRs of "a" to Safeway Insurance Group and its members.
The outlook for the FSRs is stable, and the outlook assigned to
the ICRs is stable.

The FSR upgrade reflects Safeway Property's improved risk-adjusted
capitalization, which is attributable to the reduction in its
underwriting leverage, favorable loss reserve development trend
and conservative investment portfolio.  The rating also reflects
the continued financial support afforded by its parent, Safeway
Insurance Company.

Partially offsetting these positive rating factors is Safeway
Property's limited business scope as a property writer in Florida
and its subsequent exposure to severe weather-related losses.

The affirmation of SIG's FSR recognizes its excellent
capitalization, improved underwriting leverage and sustained
operating profitability.

The FSR of A (Excellent) has been affirmed and the ICRs of "a"
have been assigned to Safeway Insurance Group and its members:

-- Safeway Insurance Company
-- Safeway Insurance Company of Louisiana
-- Safeway Insurance Company of Georgia
-- Safeway Insurance Company of Alabama
-- Safeway Direct Insurance Company
-- Oak Brook County Mutual Insurance Company

The FSR has been upgraded to B (Fair) from B- (Fair) and an ICR of
"bb+" has been assigned to Safeway Property Insurance Company.  


SALTON INC: Receives APN Holding's Notice to Terminate Merger
-------------------------------------------------------------
Salton Inc. received from APN Holding Company Inc. a written
notice of termination of the merger agreement dated Feb. 7, 2007,
between Salton and APN Holdco.  

Salton argues that the termination confirms Salton's belief that
APN Holdco has, for some time, not acted in good faith and that
the company intends to vigorously pursue its claims and remedies
against APN Holdco, its affiliates and representatives.

William Lutz, Salton's chief executive officer and chief financial
officer, said "While we are disappointed with APN Holdco's
actions, our management and board is actively pursuing a number of
operational and strategic options to improve our liquidity
position and our financial performance.

"In this regard, we have entered into an interim amendment to our
senior credit facility which extends the repayment date on all of
our outstanding overadvances to Aug. 6, 2007, while we are
actively engaged in discussions with our senior lender to secure a
further extension and additional support.  In addition, with the
assistance of Leon Dreimann, our former chief executive officer,
we continue to work closely with our suppliers to ensure that we
can continue to provide our customers with high quality and
innovative products."

Mr. Lutz concluded that "we believe that our strong relationships
with our customers and suppliers will allow us to implement our
current business initiatives as we continue to explore strategic
alternatives, which may include discussions with APN Holdco and
other third parties."

                         About Salton Inc.

Headquartered in Lake Forest, Illinois, Salton Inc. (NYSE:SFP) --
http://www.saltoninc.com/-- designs, markets and distributes  
branded, high-quality small appliances, home decor and personal
care products.  Its product mix includes a range of small kitchen
and home appliances, electronics for the home, time products,
lighting products, picture frames and personal care and wellness
products.

                          *     *     *

Moody's Investors Service assigned its Ca rating to Salton Inc.'s
12-1/4% senior subordinated notes due April 15, 2008.


SERVICEMASTER CO: S&P Places B+ Bank Loan Rating on CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' bank loan
rating on Memphis, Tennessee-based The ServiceMaster Co. on
CreditWatch with developing implications.  ServiceMaster's other
ratings, including its 'B' corporate credit rating, have been
affirmed.  The outlook remains negative.

"The CreditWatch listing follows the company's execution of an
amendment to its new senior secured credit agreement," Standard &
Poor's credit analyst Jean Stout said.  

The amendment provides the holders of the bank loan the right to
parcel the existing $2.65 billion term loan into two tranches,
Tranche B-1 Term Loan and Tranche B-2 Term Loan, up to 90 days
from the closing date.  These loans shall have the same terms and
be pari passu in all respects, except that proceeds from
collateral in connection with the exercise of secured creditor
remedies will be allocated to repay Tranche B-1 Term Loan in full
prior to any allocation of such proceeds to repay Tranche B-2 Term
Loan.  Tranche B-1 Term loan holders would enjoy added protection
provided by their enhanced position in the recovery process
relative to the holders of the Tranche B-2 Term Loan.

The corporate credit rating is unaffected by this amendment as
overall leverage will not change following a potential split of
the term loan into two tranches.

To resolve the CreditWatch listing for the bank loan rating,
Standard & Poor's will monitor developments, including the
ultimate allocation between the term loan tranches, and assess the
recovery prospects of each loan tranche.  If the existing term
loan is split into two tranches, it is possible that both the bank
loan and recovery ratings would differ for each tranche.


SYLVEST FARMS: Exclusive Plan Filing Extended Until August 11
-------------------------------------------------------------
The Honorable Thomas Bennett of the United States Bankruptcy Court
for the Northern District of Alabama extended Sylvest Farms Inc.
and its debtor-affiliates' exclusive periods to:

   a) file a Chapter 11 plan until Aug. 11, 2007; and

   b) solicit acceptances of that plan until Oct. 10, 2007.

As reported in the Troubled Company Reporter on March 23, 2007,
the Debtors told the Court that they are engaged in discussions
and negotiations with the Official Committee of Unsecured
Creditors and other interested parties regarding the appropriate
means to conclude these Chapter 11 cases.  The Debtors have sold
substantially all of their assets, and are in the process of
winding down their business affairs.

The Debtors related that they will be in a better position to
examine their alternatives once they have concluded their
negotiation with the Committee and other parties.

According to the Debtors, the filing of a competing plan before
they filed one would be to the detriment of their creditors.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets        
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  R. Scott Williams, Esq., at
Haskell Slaughter Young & Rediker LLC represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


TANGER FACTORY: Earns $6.4 Million in Quarter Ended June 30
-----------------------------------------------------------
Tanger Factory Outlet Centers Inc. had net income of $6.4 million
for the three months ended June 30, 2007, as compared with net
income of $6.3 million for the three months ended June 30, 2006.

The company reported funds from operations available to common for
the three months ended June 30, 2007, increased 12.1% to
$22.1 million, as compared to FFO of $19.8 million for the three
months ended June 30, 2006.  For the six months ended June 30,
2007, FFO increased 12.5% to $43.5 million, as compared to FFO of
$38.6 million, for the six months ended June 30, 2006.

For the three months ended June 30, 2007, net income available to
common shareholders increased 2.8% to $5 million, as compared to
$4.9 million for the second quarter of 2006.  During the first
quarter of the previous year, Tanger recognized a net gain on the
sale of real estate of $13.8 million.  As a result, the company
reported net income available to common shareholders of  
$18.5 million for the six months ended June 30, 2006, compared to
$6.9 million for the first six months of 2007.

                        Balance Sheet Data

As of June 30, 2007, the company posted $1 billion in total
assets, $738 million in total liabilities, $37.2 million in
minority interest, and $266.9 million in total stockholders'
equity.

As of June 30, 2007, Tanger had $683.5 million of debt
outstanding, equating to a 31.7% debt-to-total market
capitalization ratio.  As of June 30, 2007, 98.8% of Tanger's debt
was at fixed interest rates and the company had $7.9 million
outstanding on its $200 million in available unsecured lines of
credit.

A full-text copy of the company's quarter report is available for
free at http://ResearchArchives.com/t/s?221e

                            Comments

Stanley K. Tanger, chairman of the board and chief executive
officer, commented, "Our second quarter results were outstanding.  
Our funds from operations per share increased 11.3%, while average
tenant sales increased 3% during the second quarter of 2007.  
Construction continues to proceed at our two newest locations, one
south of Pittsburgh, Pennsylvania and the other in Deer Park, Long
Island, New York.  Both projects are expected to open next year,
providing future earnings growth for our company."

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is an
integrated, self-administered and self-managed publicly traded
REIT.  At Dec. 31, 2006, the company had 30 wholly owned centers
in 21 states totaling 8.4 million square feet of total gross
leasable area, as compared with 31 centers in 22 states totaling
8.3 million square feet of GLA as of Dec. 31, 2005.

                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TARGA RESOURCES: Sets Payments for Repurchase of 8-1/2% Sr. Notes
-----------------------------------------------------------------
Targa Resources Inc. and Targa Resources Finance Corporation
disclosed the consideration to be paid in connection with their
pending cash tender offer to purchase any and all of their
outstanding 8-1/2% senior notes due 2013 (CUSIP No. 87611UAB7 and
U87566AB8).  Both companies also received the requisite consents
from the registered holders of the notes to certain proposed
amendments to the indenture governing the notes and to the waiver
of the issuers' and their subsidiary guarantors' obligations under
a related registration rights agreement.

The tender offer and consent solicitation are described in detail
in an offer to purchase and consent solicitation statement dated
July 19, 2007.

Holders who validly tendered notes in the tender offer and validly
delivered their corresponding consents in the consent solicitation
at or prior to 5:00 p.m., New York City time, on Aug. 1, 2007,
will receive $1,108.71 per $1,000 principal amount of notes
tendered, which is referred to in the statement as the "total
consideration," plus any accrued and unpaid interest from the last
interest payment date for the notes to, but not including, the
initial settlement date, which the issuers expect will occur
promptly following the satisfactions of the conditions to the
tender offer set forth in the statement.  Conditions include, but
are not limited to, the consummation by Targa of a new bank credit
facility providing financing for the purchase of the notes.

Holders who validly tender notes in the tender offer after 5:00
p.m., New York City time, on Aug. 1, 2007, and at or prior to
12:00 midnight, New York City time, on Aug. 15, 2007 will receive
the total consideration set forth above minus the consent payment
of $30.00 per $1,000 principal amount, which is referred to in the
Statement as the "purchase price," plus any accrued and unpaid
interest from the last interest payment date for the notes to, but
not including, the final settlement date, which the issuers expect
will occur on Aug. 16, 2007.

The consideration to be paid in connection with the tender offer
was determined by Credit Suisse Securities (USA) LLC, the dealer
manager for the tender offer, as of 2:00 p.m., New York City time,
on Aug. 1, 2007, as set forth in the Statement.

As of 5:00 p.m., New York City time, on Aug. 1, 2007, $250,000,000
principal amount of notes had been validly tendered together with
related consents validly delivered.  The consents delivered and
not validly revoked as of such time constitute the consent of
holders of 100% of the outstanding notes, a percentage sufficient
to amend the indenture and grant the waiver as described in the
statement.  The supplemental indenture incorporating the proposed
amendments will become effective upon execution by the issuers and
Wells Fargo Bank, National Association, as trustee, but will not
become operative until the time that the issuers accept for
purchase notes representing the requisite consents, which the
Issuers expect to occur on the initial settlement date.

The issuers have retained Credit Suisse Securities (USA) LLC to
serve as dealer manager for the tender offer and solicitation
agent for the consent solicitation and have retained D.F. King &
Co., Inc. to serve as the depositary and information agent for the
tender offer and consent solicitation.

Requests for documents may be directed to D.F. King & Co., Inc. by
telephone at (800) 735-3107 or (212) 269-5550 or in writing at 48
Wall Street, New York, NY, 10005. Questions regarding the tender
offer or consent solicitation may be directed to Credit Suisse
Securities (USA) LLC at (212) 325-4951 or (212) 325-7596.

                   About Targa Resources Partners

Headquartered in Houston, Texas, Targa Resources, Inc. (Nasdaq:
NGLS) -- http://www.targaresources.com/-- is an independent    
midstream energy company formed in 2003 by management and Warburg
Pincus, the global private equity firm and a leading energy
investor, to pursue gas gathering, processing and pipeline asset
acquisition opportunities.

                          *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Moody's Investors Service affirmed Targa Resources, Inc.'s B1
corporate family rating and assigned Ba3 ratings (LGD 3, 40%) to
its proposed first lien credit facilities comprised of a
$1.525 billion term loan, a $300 million revolving credit
facility, and a $300 million synthetic letter of credit facility.

Moody's also assigned a B3 rating (LGD 5, 88%) to Targa's proposed
$350 million second lien term loan.  Proceeds from the proposed
credit facilities will be used to refinance Targa's existing
indebtedness, including funding a tender offer for its 8.5% senior
unsecured notes due 2013, and to fund a $414 million distribution
to shareholders.  The rating outlook remains negative.


TECH DATA: Fitch Holds 'BB+' Issuer Default Rating
--------------------------------------------------
Fitch Ratings has affirmed Tech Data Corp.:

   -- Issuer Default Rating (IDR) at 'BB+';
   -- Senior unsecured credit facility at 'BB+';
   -- 2.75% senior unsecured convertible debentures at 'BB+'.

The Rating Outlook is Stable.

Tech Data's ratings and Stable Rating Outlook reflect these
considerations:

   -- Tech Data's strong market position in each of its operating
      regions;

   -- A competitive advantage in scale as one of the largest
      global wholesale distributor;

   -- Significant customer and geographic diversification;

   -- Fitch's view that the wholesale distribution model has
      solidified its value proposition in the information
      technology market, particularly for resellers serving the
      small to medium business market which is one of the fastest
      growing end-market segments for IT equipment;

   -- Fitch's expectation that Tech Data's operating performance
      will improve modestly over the next one to two years as the
      company recovers from prior operating issues which have
      negatively affected profitability in Europe; and

   -- The ability of wholesale distributors to utilize working
      capital as a source of liquidity during market downturns.

Rating concerns include:

   -- Tech Data's significant execution issues for its European
      business (54% of fiscal year-2007 revenue) which has
      negatively impacted EBIT margin and revenue growth over the
      past year, although the company has undertaken several
      initiatives to improve the performance of this segment which
      Fitch believes has started to positively impact results in
      the most recent two quarters;

   -- Significant exposure to the cyclicality of IT demand and
      general global economic conditions;

   -- The low margin and high working capital nature of the
      wholesale distribution model which can lead to significant
      volatility in free cash flow;

   -- An increase in long-term debt in recent quarters, the
      proceeds of which were partially used to pay down short term
      financing, which has resulted in increased leverage although
      Debt to operating EBITDA remains below 2 times (x) or 4.0x
      when adjusted for operating leases and off-balance sheet
      accounts receivable financing;

   -- Tech Data's decision not to establish a presence in the
      fastest growing geographic market segment, Asia Pacific,
      although this could result in future acquisition activity as
      the company's largest competitor, Ingram Micro, has a well
      established presence in that region; and

   -- Significant exposure to Hewlett Packard (HP, IDR rated 'A+'
      by Fitch) as a supplier, representing approximately 28% of
      revenue in recent years, although vendor concentration
      excluding HP is low with no other vendor representing
      greater than 10% of sales.

Liquidity was solid as of April 30, 2007 and consisted primarily
of $454 million in cash and cash equivalents, an undrawn $250
million senior unsecured revolving credit facility expiring March
2012 and a $400 million accounts receivable securitization program
that is on-balance sheet and undrawn which matures in August 2007,
which Fitch expects to be renewed with similar terms.  Tech Data
has additional, mostly uncommitted, lines of credit which totaled
$679 million in available capacity at quarter end, which the
company uses as additional sources of liquidity.

In addition, the company has off-balance sheet trade receivables
purchase facility agreements which may hold up to $364 million in
outstanding receivables, of which, $227 million remained
outstanding.  Fitch expects quarterly free cash flow to remain
volatile in the foreseeable future due to changes in working
capital requirements but should range from zero to $100 million on
an annualized basis given current mid- to high-single digit annual
revenue growth expectations.  Fitch expects Tech Data to focus on
lowering its CCC days going forward, which have averaged in the
high 20-day range over the past year, several days higher than
main competitor Ingram Micro.  Fitch believes a reduction in CCC
days should have a significant positive impact on Tech Data's FCF
if the company is successful in this effort.

Total debt was $411 million as of April 30, 2007 and consisted
primarily of $350 million in 2.75% senior convertible debentures
due 2026 and $45 million outstanding under various credit
facilities.  In addition, Tech Data has off-balance sheet debt
including $227 million outstanding under its trade receivables
purchase facility agreements and $118 million in residual value
under a synthetic lease.


TODD MCFARLANE: Plan Confirmation Hearing Scheduled on Sept. 9
--------------------------------------------------------------
The Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Arizona will convene a hearing on Sept. 9, 2007,
2:00 p.m., at 230 N. First Ave., 6th floor, in Courtroom 601, to
consider confirmation of Todd McFarlane Productions Inc.'s Third
Amended Chapter 11 Plan of Reorganization.

On June 26, 2007, the Court entered an order approving the
Debtor's Disclosure Statement.

Objections to the Debtor's Plan confirmation are due Aug. 27,
2007.

                           Plan Funding

The Debtor's Plan will be funded by cash from:

   (i) Debtor's operations on and after the Plan effective date;

  (ii) travelers settlement proceeds after the Plan effective
       date; and

(iii) Gaiman Insurance Proceeds and Gaiman Litigation Bond.

The Debtor tells the Court that only the Gaiman Claim will be paid
from the Gaiman Insurance Proceeds and Gaiman Litigation Bond.

                         Twist Settlement

On Feb. 15, 2007, the Court approved the settlement agreement that
Hanover Insurance Company, Citizens Insurance Company of America,
and General Star Indemnity Company will pay Toni Twist $5 million
in exchange for the release of all liens and claims concerning any
obligations the insurance companies might have to indemnify the
Debtor or Todd MacFarlane for the $15 million Twist Settlement
Agreement.

Under the agreement, Mr. Twist will file a satisfaction of
judgment and a dismissal with prejudice of all remaining claims.

                        Treatment of Claims

Under the Third Amended Plan, Administrative Claims and Priority
Claims will be paid in full.  Holders of General Unsecured and
Affiliate Claims will also be paid in full.

Secured Lender Claim holders, totaling $500,000, will be paid in
full in cash and will retain the liens securing its claims until
all valid claims have been paid.

Each holder of Other Priority Claims will be paid in full equal to
the unpaid portion of its claims.

Neil Gaiman will be paid in full equal to the unpaid portion of
his claim, plus interest.

Holders of Indemnity Claims will be paid in full.

Equity Interest holders will remain in full force and effect.

Tony Twist will not receive any distribution and have waived the
right to seek any recovery from the Debtor under the Plan.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,   
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Josefina F. McEvoy, Esq., and Kelly Singer, Esq., at Squire
Sanders & Dempsey, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Company filed for
protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TOUSA INC: Obtains $500 Mil. Funds for Transeastern JV Settlement
-----------------------------------------------------------------
TOUSA Inc. completed a previously announced $500 million term
loans credit facility underwritten by Citigroup Global Markets
Inc., together with certain of its affiliates.  The company used
the funds to finalize and close the global consensual settlement
with all participants in the Transeastern JV including the JV's
senior lenders, its mezzanine lenders, the JV partner and its land
bankers.

"With the completion of our financing and the global settlement,
we can put the Transeastern JV issues behind us.  Having
eliminated the cost, management distraction, and potential adverse
outcome of protracted lender litigation, we can now focus all of
our efforts on operating in this difficult housing market,
strengthening our balance sheet and enhancing value for TOUSA
stakeholders," said Antonio B. Mon, president and chief executive
officer of TOUSA.

"Much hard work remains for us to execute our plan to de-leverage
our balance sheet and actively manage our assets during one of the
most challenging housing markets in many years," Mr. Mon said.  
"Our associates understand our objectives and are experienced and
capable of meeting the challenges posed by the current difficult
market conditions while preparing for an eventual housing
recovery."

The global settlement, which will end all litigation with the
Transeastern JV lenders, was financed by TOUSA's issuance of new
equity and debt securities including a $500 million senior secured
credit facility, made up of (i) a new $200 million aggregate
principal amount first lien term loan facility and (ii) a new
$300 million aggregate principal amount second lien term loan
facility.  The first and second lien term loans will be used to
fund the settlement in these manner:

    * $335 million repayment of the Transeastern JV senior term
      debt;

    * $65 million repayment of the Transeastern JV revolver debt;

    * $51 million to purchase certain Transeastern JV land bank
      assets;

    * $36 million of interest, financing fees and expenses; and

    * $13 million as cash on the balance sheet.

The company also issued to Transeastern JV's senior mezzanine
lenders $20 million in aggregate principal amount of 14.75% senior
subordinated PIK election notes due 2015 and 8% Series A
convertible preferred PIK Preferred Stock with an initial
aggregate liquidation preference of $117.5 million.  The preferred
stock is convertible into common stock at a conversion price which
shall initially equal the average closing common stock price for a
20 trading day period commencing Oct. 1, 2007, multiplied by 1.40,
subject to numerous terms.

Additionally the company issued warrants to Transeastern JV's
junior mezzanine lenders to purchase shares of its common stock.  
The warrants have an estimated fair value of $16.25 million at
issuance, subject to certain previously described terms.

The company's existing $800 million revolving loan facility has
been amended and restated to reduce the revolving commitments by
$100 million and permit the incurrence of the Facilities.

The revolving loan facility establishes new financial performance
covenants with TOUSA that differ from prior covenants.  The new
covenants establish minimum tangible net worth requirements,
maximum total leverage ratios, minimum interest coverage ratios,
total land to adjusted tangible net worth ratios, maximum unsold
units to units closed ratios, and maximum land supply ratios.

The company will file an 8-K with the SEC which contains the final
terms of the new debt and equity securities, as well as the
amended credit terms and covenant descriptions.

As previously announced, the company's certificate of
incorporation has been amended to increase the authorized number
of common shares from 97 million shares to 975 million shares. Of
the new total shares authorized, 891 million reflect the maximum
amount of shares that may be deliverable upon conversion of the
Preferred Stock in 2015 using broad-based "worst case" assumptions
described in the 8-K and the company's June 29 press release.

The company expects to issue a significantly lesser portion of the
newly authorized shares.  By way of example, if the average
trading price of the common stock during the measurement period
equals the closing price of the company's common stock on the New
York Stock Exchange on July 31, 2007, which was $2.86 per share,
the conversion price of the preferred stock would be $4.00, which
would result in a maximum number of 55.6 million shares of common
stock deliverable upon conversion of the preferred stock, assuming
that all dividends are paid in additional shares of preferred
stock, and that none of the shares of preferred stock issued is
converted prior to 2015.

The company cannot predict what the trading price of its common
stock will be during the measurement period or what the impact of
the global settlement will be on the trading price of its common
stock.  As of March 31, 2007, the company's common stock had a
book value of $11.89 per share.

Mr. Mon said, "We truly appreciate the support of Citi and all of
our lenders and the confidence they have shown in our ability to
manage the business and execute our de-leveraging strategy.
Completing this new financing in the face of current market
conditions is testimony both to the long-term fundamental strength
of TOUSA and the hard and effective work of our lenders."

As previously announced, the Transeastern JV has been merged into
one of the Company's subsidiaries and has become a guarantor on
the Company's credit facilities and note indentures.  TOUSA is
acquiring control of about 5,000 additional homesites in Florida,
of which 4,000 are owned and about 1,000 homesites are under
option.  The Transeastern JV business will be fully integrated
into the company's Florida business and will market homes under
the Engle Homes brand, one of the most recognized and respected
homebuilding brands in the nation.

The company also said that it continues to cooperate with the
previously announced informal inquiry by the Miami Regional Office
of the SEC, relating primarily to corporate and financial
information and communications related to the Transeastern JV.  
The SEC has advised the company that this informal inquiry should
not be construed as an indication that any violations of law have
occurred, nor should it be considered a reflection upon any
person, entity, or security.

The company plans to release its quarterly earnings after the
close of the market on Aug. 8, 2007.  At that time, the company
will discuss the financial implications of the recently completed
transactions, as well as its plan to de-leverage the company and
strengthen its balance sheet.

                         About TOUSA Inc.

TOUSA Inc. (NYSE: TOA) -- http://www.tousa.com/-- is a  
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets detached single-family residences,
town homes, and condominiums to a diverse group of homebuyers,
such as "first-time" homebuyers, "move-up" homebuyers, homebuyers
who are relocating to a new city or state, buyers of second or
vacation homes, active-adult homebuyers, and homebuyers with grown
children who want a smaller home.  It also provides financial
services to its homebuyers and to others through its subsidiaries,
Preferred Home Mortgage Company and Universal Land Title Inc.

                           *     *     *

As reported in the Troubled Company Reporter on JulY 16, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on TOUSA Inc. to 'CCC+' from 'B' and removed it from
CreditWatch, where S&P had placed it with negative implications on
April 9, 2007, following the announcement of a pending settlement
with creditors of the company's EH/Transeastern LLC joint venture.  
In addition, S&P lowered the senior unsecured debt rating to 'CCC-
' from 'B-' and the subordinated debt rating to 'CCC-' from
'CCC+'.  

At the same time, S&P assigned a 'B-' rating with a '2'
recovery rating to a proposed $200 million first-lien term loan
and a 'CCC-' rating with a '6' recovery rating to a proposed
$300 million second-lien term loan. Proceeds from the secured term
loans will be used, in part, to repay Transeastern creditors and
acquire Transeastern's land holdings.  The downgrades affect
roughly $1.1 billion of unsecured notes.  The outlook is
developing.


TURNER MEDIA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Turner Media Group, Inc.
        nka The Media Group
        4100 East Mississippi Avenue
        Suite 1700
        Denver, CO 80246

Bankruptcy Case No.: 07-18546

Debtor-affiliates filing separate Chapter 11 petitions:

       Entity                                  Case No.
       ------                                  --------
       Turner Advertising Group, LLC           07-18547
       The Networks Group LLC                  07-18548

Type of Business: The Debtor provides interactive T.V.
                  advertising, direct response programming
                  and transactional TV.
                  See http://www.themediagroup.com/

Chapter 11 Petition Date: August 5, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Peter W. Ito, Esq.
                  Baker & Hostetler LLP
                  303 East 17th Avenue
                  Suite 1100
                  Denver, CO 80203
                  Tel: (303) 764-4010
                  Fax: (303) 861-7805

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
EchoStar Satellite, LLC and      Trade Debt            $24,000,000
EchoStar Satellite Operating
Corporation
9601 South Meridian Boulevard
Englewood, CO 80112

Time Warner Cable Direct         Trade Debt             $1,290,230
One Time Warner Center
9th Floor
New York, NY 10019

DIRECTV, Inc.                    Trade Debt               $965,041
1211 Avenue of the Americas
6th Floor
New York, NY 10036

Comcast Spotlight                Trade Debt               $543,746
1601 Mile High Stadium Circle
Denver, CO 80204

Comcase Media Center             Trade Debt               $158,414

Janicek Entertainment, Inc.      Trade Debt                $60,000

Videofashion Network             Trade Debt                $33,333

Mountain Towers Properties LLC   Trade Debt                $30,815

Equity Office                    Trade Debt                $29,396

Bookhardt & O'Toole              Trade Debt                $21,763

SPK Media, LLC                   Trade Debt                $18,900

Ensequence, Inc.                 Trade Debt                $15,000

Akamai Systems Consulting        Trade Debt                $14,199

Saul Ewing                       Trade Debt                $10,586

Brock & Company                  Trade Debt                $10,251

Intermountain Communications     Trade Debt                 $9,307

Greenhouse Partners              Trade Debt                 $5,804

Reallinx, Inc.                   Trade Debt                 $5,243

Taylor, Jacobsen & Associates    Trade Debt                 $3,437

JDJ Investments                  Trade Debt                 $3,307


UNISYS CORP: June 30 Balance Sheet Upside-Down by $2.2 Million
--------------------------------------------------------------
Unisys Corporation posted total assets of $3,832,300,000 total
liabilities of $3,834,500,000 and total stockholders' deficit of
$2,200,000 as of June 30, 2007.

              Cash Flow and Balance Sheet Highlights

Unisys generated $23,000,000 of cash from operations in the second
quarter of 2007.  In the year-ago quarter, the company used
$193,000,000 of cash from operations.  The company used about
$37,000,000 of cash in the second quarter of 2007 for
restructuring payments compared to about $34,000,000 in the year-
ago period.

Capital expenditures in the second quarter of 2007 increased to
$84,000,000, compared to $65,000,000 in the year-ago quarter due
to increased investments in outsourcing assets related to new
outsourcing engagements.  After deducting for capital
expenditures, Unisys used $61,000,000 of free cash in the quarter
compared with free cash usage of $258,000,000 in the second
quarter of 2006.

During the second quarter, the company received about $58,000,000
in cash related to a previously announced income tax audit
settlement in the Netherlands.  The company ended the quarter with
$521,000,000 of cash on hand.

                        Operating Results

Revenue for the second quarter of 2007 declined 2% to
$1,400,000,000 from revenue in the year-ago quarter, principally
driven by a decline in the company's systems integration and
consulting business.  Foreign currency exchange rates had an about
three percentage-point positive impact on revenue in the quarter.  
Revenue for the six months ended June 30, 2007, were
$2,700,000,000, compared with revenue of $2,800,000,000 for the
comparable period a year ago.

The company recorded a net loss of $65,500,000 for the second
quarter ended June 30, 2007, as compared with a net loss of
$194,600,000 for the second quarter of 2006.  The company recorded
a net loss of $61,900,000  for the first half of 2007, compared
with net loss of $222,500,000 for the first half of 2006.

As expected, the company took a net $24,000,000 pre-tax
restructuring charge in the quarter related to facility
consolidations and workforce reductions.  Second-quarter 2006 net
loss included a net pre-tax restructuring charge of
$141,000,000 and a tax benefit of $8,900,000.  Pre-tax retirement-
related expense in the second quarter of 2007 was $24,500,000
compared with $45,200,000 a year ago.

                      Cost-Reduction Program

During the second quarter Unisys completed about 550 personnel
reductions related to current and previously announced headcount
actions.  Overall since announcing its repositioning effort at the
end of 2005, the company has announced about 7,100 headcount
reductions, of which about 80% are now complete.

As it streamlines its operations, Unisys continues to invest in
its strategic growth programs and in global sourcing.  Net of
these reinvestments, the company expects its announced 2006 and
first-half 2007 cost restructuring actions to yield, on a run-rate
basis, annualized cost savings of more than $340,000,000 by the
second half of 2007 and more than $365,000,000 by the first
half of 2008.

                      Management's Comments

"Our second-quarter results demonstrate continued steady progress
toward our financial goals," said Joseph W. McGrath, Unisys
president and chief executive officer.  "Our operating profit
improved significantly in the quarter.  We saw particularly strong
margin improvement in our services business.  We continue
to take actions to streamline our operations and drive toward our
financial goal of an 8-10% operating profit margin, excluding
retirement-related expense, in 2008.

"As we focus on transforming our profitability, we also continue
to build our sales pipeline and lay the foundation for future
revenue growth," Mr. McGrath said.  "Our services orders showed
strong double-digit growth in the quarter, reflecting good client
interest in our strategic growth programs.  The order growth was
broad-based across most service lines and geographies.  We were
particularly encouraged by strong order growth in systems
integration and consulting."

                          About Unisys

Unisys Corporation (NYSE: UIS) -- http://www.unisys.com/--  
provides technology services and solutions to commercial
businesses and governments worldwide. It operates in two segments,
Services and Technology.  Services segment provides end-to-end
services and solutions that comprise systems integration and
consulting; outsourcing; and infrastructure services.  Technology
segment develops servers and related products that operate in
transaction-intensive, mission-critical environments.


UNISYS CORP: Fitch Affirms BB+ Rating on $275 Mil. Credit Facility
------------------------------------------------------------------
Fitch Ratings has affirmed Unisys Corp.:

   -- Issuer Default Rating at 'BB-';
   -- Secured credit facility at 'BB+';
   -- Senior unsecured debt at 'BB-'.

The Rating Outlook remains Negative.

Approximately $1.3 billion of debt securities, including Unisys'
undrawn $275 million secured credit facility, are affected by
Fitch's action.

The ratings and Negative Rating Outlook reflect:

   -- Liquidity risks associated with Unisys' obligation to
      refinance $200 million of 7.875% senior notes due April 2008  
      or obtain a bank waiver prior to Jan. 1, 2008 to prevent the
      termination of its $275 million secured credit facility;

   -- Weak revenue performance primarily due to restructuring-
      related disruptions to the consulting and systems
      integration business and continued declines in ClearPath
      revenue and associated maintenance revenue;

   -- Challenges associated with improving/ obtaining operating
      profit margin target of 8%-10% by 2008 and revenue growth in
      a very competitive information technology services
      marketplace;

   -- Improving, but weak earnings and continued negative free
      cash flow;

   -- Significant ongoing restructuring; and

   -- Pressured sales for high-margin ClearPath mainframes due to
      server mix shift to lower margin, industry-standard servers;

The ratings continue to be supported by Unisys':

   -- Gradually improving credit protection measures driven by
      operating profit margin expansion;

   -- Long-term services contracts with recurring revenue base;

   -- Established expertise in targeted vertical end-markets; and

-- Geographic and industry diversity of revenue base.

Rating stabilization or positive rating actions could occur if
Unisys':

   -- Multi-year restructuring and repositioning efforts are
      successfully executed, leading to sustainable free cash flow
      generation;

   -- Operating profit margins continue to expand, particularly
      for the Services segment (2.9% excluding retirement-related
      expense for the year ended June 30, 2007), which accounts
      for 86% of total revenue;

   -- Services business contributes the vast majority of total
      Segment operating profit, including pension expense, due to
      profit margin expansion, given the continued secular decline
      of high margin ClearPath mainframes.

   -- Successful market refinancing and continuation of solid
      liquidity position.

Fitch may downgrade the rating if Unisys':

   -- Liquidity declines materially due to the termination of the
      company's $275 million secured revolving credit facility;

   -- Announces further material restructuring actions that
      require significant cash restructuring payments similar in
      scope to the current restructuring program.  Fitch believes
      additional relatively minor restructuring charges are
      possible for facility consolidations and/or minor headcount
      reductions that will be funded with operating cash flow; or

   -- Financial performance, especially free cash flow, fails to
      improve as expected or deteriorates.

Fitch believes Unisys continues to have adequate liquidity to
satisfy operating requirements and remaining cash severance
obligations.  As of June 30, 2007, total liquidity was
approximately $746 million, consisting of $521 million of cash and
approximately $225 million of availability under its $275 million
credit facility, net of $50 million of outstanding letters of
credit.  Additional liquidity is provided by a $300 million
accounts receivable securitization facility with remaining
availability of $175 million as of June 30, 2007, assuming the
availability of sufficient eligible receivables.  The A/R
securitization program is renewable annually at the purchasers'
option until November 2008 and is terminable by the purchasers if
Unisys' debt rating declines below 'B'.

Fitch remains concerned with Unisys' lack of free cash flow, which
has been negative since 2004 on a rolling trailing 12-month basis.  
Although free cash flow remains negative, Fitch estimates the
amount of negative free cash flow has moderated to ($172) million
in the latest 12 months (LTM) ended June 30, 2007 from ($285)
million in the year-ago period, despite a $182 million year-over-
year increase in cash restructuring payments.  Lastly, Fitch
expects free cash flow to improve year-over-year for the second
half of 2007 and potentially turn positive in 2008 due primarily
to operating margin expansion and a significant decline in cash
restructuring payments.

As of June 30, 2007, total debt was $1.1 billion, consisting
primarily of $400 million of senior unsecured notes due October
2012, $300 million due March 2010, $200 million due April 2008 and
$150 million due October 2015.  As of June 30, 2007, Unisys'
leverage (total adjusted debt, including A/R securitizations/
operating EBITDAR) decreased to approximately 3.8 times (x) from
4.5x in 2006 and 7.1x in 2005.  Interest coverage (operating
EBITDA/gross interest expense) increased to 6.2x for the LTM ended
June 30, 2007 from 4.6x in 2006 and 2.7x in 2005.


VALENTIS INC: Earns $80,000 in Third Quarter Ended March 31
-----------------------------------------------------------
Valentis reported a net income of $80,000 on revenue of $231,000
for the third quarter ended March 31, 2007, compared to a net loss
of $4.9 million on revenue of $114,000 for the corresponding
period of the prior year.  

Revenue reported in the three months ended March 31, 2007 and
2006, primarily reflected license fees received during the periods
under agreements related to Valentis' technologies.

The net income of $80,000 for the quarter ended March 31, 2007,
primarily reflects the increase in revenue, a decrease in total
operating expenses, and $790,000 of other income from the sale of
most of the company's remaining potential products, technologies
and other assets.

Following Valentis' July 2006 announcement regarding negative
results in its Phase IIb clinical trial of VLTS 934 in patients
with peripheral artery disease, or PAD, Valentis ceased all
research and development activities on all of its potential
products and technologies, including activities relating to its
clinical trials and has been focusing on the licensing and sale of
its technologies and the assertion of its intellectual properties.
Valentis did not record any research and development expenses
during the quarter ended March 31, 2007.

General and administrative expenses decreased approximately
$400,000 to approximately $921,000 for the quarter ended March 31,
2007, compared to approximately $1.3 million for the corresponding
period in 2006.  

On March 31, 2007, Valentis had $1.1 million in cash and cash
equivalents compared to $4.3 million in cash, cash equivalents and
short-term investments on June 30, 2006.  The decreases of
$3.2 million in cash, cash equivalents and short-term investments
balances primarily reflected spending related to severance
payments and Valentis' efforts to pursue its strategic
opportunities, which include consummating Valentis announced
potential merger with Urigen and selling certain assets.

At March 31, 2007, the company's consolidated balance sheet showed
$1.8 million in total assets, $522,000 in total liabilities, and
$1.3 million in total stockholders' equity.

                       Going Concern Doubt

Ernst & Young LLP, in Palo Alto, Calif., expressed substantial
doubt about Valentis Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2006, and 2005.  The auditing firm
pointed to the company's losses since inception, including a net
loss of $15.3 million for the year ended June 30, 2006, and
company's accumulated deficit of $240 million at June 30, 2006.

                         About Valentis

Headquartered in Burlingame California, Valentis, Inc. (Nasdaq:
VLTS) -- http://www.valentis.com/-- is a biotechnology company  
that was engaged in the development of innovative products for
peripheral artery disease (PAD).  On July 11, 2006, Valentis
announced that no statistically significant difference was seen in
the primary endpoint or any of the secondary endpoints in its
Phase IIb clinical trial of VLTS 934 in PAD.  Valentis is
assessing strategic opportunities that may be available to it,
including the sale or merger of its business and the sale or
licensing of certain of its assets.


VANGUARD CAR: Enterprise Deal Prompts S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all ratings on
Vanguard Car Rental USA Holdings Inc., including the 'B+'
corporate credit rating.  The rating action follows the company's
acquisition by Enterprise Rent-A-Car Co. (BBB/Stable/A-2) on
Aug. 1, 2007.

"Ratings were withdrawn due to refinancing of Vanguard's
outstanding rated debt in conjunction with its acquisition,"
Standard & Poor's credit analyst Betsy Snyder said.


VERTRUE INC: Earns $16.7 Million in Fourth Quarter Ended June 30
----------------------------------------------------------------
Vertrue Incorporated reported on Thursday its financial results
for the fourth quarter and fiscal year ended June 30, 2007.

The company's net income increased 36% to $16.7 million in the
fourth quarter of fiscal 2007 compared to $12.3 million in the
prior year quarter.

Revenues increased 15% to $204.6 million in the fourth quarter of
fiscal 2007 compared to $177.4 million in the prior year quarter
due to a 16% increase in Marketing Services revenues, a 24%
increase in Management Services revenues and a 9% increase in
Personals revenues.  Of the 9% increase in Personals revenues, 16%
was due to the acquisition of certain assets of Mobile Lifestyles
Inc., which was acquired in the first quarter of fiscal 2007.
Excluding the revenue from Mobile Lifestyles Inc., Personals
revenues decreased 6% year over year. In total, on a consolidated
basis, revenues grew 8% organically from the fourth quarter of
fiscal 2006 to the fourth quarter of fiscal 2007.

EBITDA increased 55% to $39.4 million in the fourth quarter of
fiscal 2007 compared to $25.4 million reported in the prior year
quarter.  Adjusted EBITDA increased 70% to $31.4 million in the
fourth quarter of fiscal 2007 compared to $18.4 million in the
prior year quarter.  EBITDA and Adjusted EBITDA for the fourth
quarter of fiscal 2007 include $2.6 million related to Neverblue
Media Inc., which was acquired in February 2007.

The fiscal 2007 fourth quarter results include $700,000 ($800,000
million after tax) in expenses related to the proposed merger, a
$1.4 million ($800,000 after tax) benefit from the reversal of a
restructuring reserve and a tax charge of $1.0 million to adjust
certain prior period tax amounts.  Fiscal 2006 fourth quarter
included a $2.0 million tax benefit primarily related to the
reversal of an accrual due to the completion of a tax audit.

Free cash flow was positive $4.2 million for the fourth quarter of
fiscal 2007 compared to a negative $2.8 million in the prior year
quarter.  This increase was primarily due to an increase in
Adjusted EBITDA in the current period offset by the payment of
expenses incurred related to the proposed merger.

                        Full Year Results

Net income increased 12% to $36.5 million in fiscal 2007 compared
to $32.7 million in the same period last year.  Revenues increased
15% to $754.9 million in the fiscal year ended June 30, 2007,
compared to $658.9 million in the prior year due to a 12% increase
in Marketing Services revenues, a 43% increase in Management
Services revenues and a 22% increase in Personals revenues.
Of the 22% increase in Personals revenues, 21% was due to the
acquisition of certain assets of Mobile Lifestyles Inc.  The
organic growth in consolidated revenues from fiscal 2006 to fiscal
2007 was 10%.

EBITDA increased 15% to $102.9 million in fiscal 2007 compared to
$89.8 million reported in the prior year.  Adjusted EBITDA
increased 11% to $88.1 million in fiscal 2007 compared to
$79.2 million in the prior year.  EBITDA and Adjusted
EBITDA for fiscal 2007 include $3.5 million related to Neverblue
Media Inc., which was acquired in February 2007.

The fiscal 2007 year results included $6.0 million ($5.2 million
after tax) in expenses related to the proposed merger, a
$1.4 million ($800,000 after tax) benefit from the reversal of a
restructuring reserve and a tax charge of $1.5 million to adjust
certain prior period tax amounts.  Fiscal 2006 included a
$2.0 million tax benefit primarily related to the reversal of an
accrual due to the completion of a tax audit.

Free cash flow increased to $29.4 million in fiscal 2007 compared
to $20.1 million in the prior year period primarily due to lower
capital expenditures.

At June 30, 2007, the company's consolidated balance sheet showed
$482.6 million in total assets, $454.1 million in total
liabilities, and $28.5 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $116.2 million in total current
assets available to pay $203.7 million in total current
liabilities.

                        Proposed Merger

As reported in the Troubled Company Reporter on March 27, 2007,
Vertrue Incorporated entered on March 22, 2007, into a definitive
agreement to be acquired by Vertrue's management and an investor
group consisting of One Equity Partners, Oak Investment Partners
and Rho Ventures in a transaction valued at approximately $800
million.  

On July 18, 2007, Vertrue Incorporated entered into an amendment
to the merger agreement with Velo Holdings Inc. and Velo
Acquisition Inc.  Under the terms of the amended merger agreement,
Velo Acquisition Inc. will be merged with and into the company
with the company continuing as the surviving corporation and
becoming a wholly owned subsidiary of Velo Holdings Inc.  The
terms of the amendment increase the merger consideration payable
to Vertrue's stockholders to $50 per share in cash, without
interest, from $48.50 per share in cash, without interest.

In connection with the amendment to the Merger Agreement, Velo
Holdings entered into an agreement with Brencourt Advisors LLC, a
beneficial owner of approximately 28.1% of Vertrue's common stock,
pursuant to which Brencourt agreed to vote all of its shares of
Vertrue's common stock in favor of the adoption of the amended
merger agreement and was granted an option to acquire an interest
in equity securities of Velo Holdings in an amount of not
less than $10 million and not more than $25 million.
On July 26, 2007, Brencourt gave irrevocable notice to Velo
Holdings that it was exercising, on behalf of Brencourt Credit
Opportunities Master Ltd. and Brencourt BD LLC, to invest in
equity securities of Velo Holdings Inc. in an amount of
$25 million.  As a result, Velo Holdings is currently owned and/or
backed by the equity commitments of an investor group consisting
of One Equity Partners II L.P., Rho Ventures V L.P., Rho Ventures
V, Affiliates L.L.C., Brencourt Credit Opportunities Master Ltd.
and Brencourt BD LLC.  The transaction, including the assumption
of debt, is valued at approximately $850 million.  

Oak Investment Partners, which was originally part of the investor
group formed to acquire Vertrue, determined not to participate
in the merger transaction at the increased $50 per share merger
consideration.  

The transaction is expected to be completed in the first quarter
of fiscal year 2008, which ends on Sept. 30, 2007, and is subject
to receipt of stockholder approvals as well as satisfaction of
additional customary closing conditions.  

                    About Vertrue Incorporated

Headquartered in Norwalk, Connecticut, Vertrue Incorporated
(Nasdaq: VTRU) -- http://www.vertrue.com/-- is an internet direct
marketing services company.  Vertrue operates a diverse group of
marketing businesses that share a unified mission: to provide
every consumer with access to direct-to-consumer savings across
its five vertical markets of healthcare, personal property,
security/insurance, discounts and personals, which are all offered
online through a set of diverse internet marketing channels.

                           *     *     *

As reported in the Troubled Company Reporter on July 2, 2007,
Standard & Poor's Ratings Services assigned bank loan and recovery
ratings to the proposed $660 million senior secured credit
facilities of membership marketing company Vertrue Inc. (B+/Watch
Negative/--).


WACHOVIA BANK: S&P Assigns Low-B Ratings on Classes L to Q Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's
$3.602 billion commercial mortgage pass-through certificates
series 2007-C33.

The preliminary ratings are based on information as of Aug. 3,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-PB, A-4, A-5, A-1A, IO, A-M, A-J, B, C, D, E, and F are
currently being offered publicly.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.22x, a beginning LTV of 115.5%,
and an ending LTV of 112.6%.  The rated final maturity date for
these certificates is February 2051.

                   Preliminary Ratings Assigned
              Wachovia Bank Commercial Mortgage Trust
   
                                               Recommended
   Class      Rating           Amount            Credit Support
   -----      ------           ------            --------------
   A-1         AAA           $14,392,000                30.000%
   A-2         AAA          $392,072,000                30.000%
   A-3         AAA          $327,795,000                30.000%
   A-PB        AAA           $67,641,000                30.000%
   A-4         AAA          $998,844,000                30.000%
   A-5         AAA          $156,000,000                30.000%
   A-1A        AAA          $564,743,000                30.000%
   IO*         AAA        $3,602,123,586                   N/A
   A-M         AAA          $360,212,000                20.000%
   A-J         AAA          $247,646,000                13.125%
   B           AA+           $36,022,000                12.125%
   C           AA            $40,523,000                11.000%
   D           AA-           $36,022,000                10.000%
   E           A+            $31,518,000                 9.125%
   F           A             $27,016,000                 8.375%
   A-2FL**     AAA                   TBD                30.000%
   A-5FL**     AAA                   TBD                30.000%
   A-MFL**     AAA                   TBD                20.000%
   G           A-            $36,021,000                 7.375%
   H           BBB+          $40,524,000                 6.250%
   J           BBB           $49,530,000                 4.875%
   K           BBB-          $36,021,000                 3.875%
   L           BB+           $27,016,000                 3.125%
   M           BB            $13,508,000                 2.750%
   N           BB-            $9,005,000                 2.500%
   O           B+            $13,508,000                 2.125%
   P           B              $9,005,000                 1.875%
   Q           B-             $9,006,000                 1.625%
   S           NR            $58,533,586                 0.000%
    
           * Interest-only class with a notional amount.
                      ** Floating rate class.
                       N/A - Not applicable.
                      TBD - To be determined.
                          NR - Not rated.


XELR8 HOLDINGS: Posts $881,000 Net Loss in Quarter Ended June 30
----------------------------------------------------------------
XELR8 Holdings Inc. announced last week its financial results for
the three and six months ended June 30, 2007.

Financial and operational highlights for the second quarter ended
June 30, 2007, compared to the three months ended June 30, 2006:

  -- Net loss declined to $881,000, compared to $1.01 million.
     
  -- Revenues climbed 140% to $1.39 million, up from $577,000.
  
  -- Gross profit margin improved to 73.5% from 71.2%.
  
  -- During the second quarter period of 2007, 2,079 people
     enrolled in the XELR8 network, representing a 64% increased    
     over 1,268 that enrolled during the first three months of
     this year.

Financial and operational highlights for the six months ended
June 30, 2007, compared to the six months ended June 30, 2006:

  -- Net loss dropped 12% to $2.25 million, compared to
     $2.56 million.

  -- Revenues were $2.26 million, representing a 102% increase
     over $1.12 million.

  -- Gross profit margins rose to 70.2%, up from 63.1%.

  -- Net cash used in operations declined 76% to $463,000 from
     $1.9 million.
    
  -- For the first six months of 2007, there were 3,347  
     enrollments in XELR8's national direct selling network,
     bringing total network participation to more than 6100 at the
     end of June.

As of June 30, 2007, XELR8 had approximately $3 million in cash
and cash equivalents; $2.8 million in working capital; and total
shareholders' equity of $2.9 million.

Commenting on the results, John Pougnet, the company's chief
executive officer and chief financial officer, stated, "XELR8
enjoyed another outstanding quarter of revenue growth and
decreased losses from operation, marked by triple digit percentage
top line growth in both the three and six month reporting periods;
not to mention a new all-time high record for net sales in a
single quarter.  Although the summer months and end of year
holidays are historically 'slow' or 'sluggish' periods of growth
for most in the direct selling industry, I'm pleased to share that
sales in July appear to be outpacing our internal expectations,
helping to fuel optimism that we will remain on track to deliver
equally strong results in the second half of the year."

"To promote ongoing and accelerated growth of our overall national
direct selling network, we have implemented several fun and
exciting incentive programs featuring trips, cars, cash bonuses,
and other prizes, as well as scheduled a series of company-
sponsored rallies around the country - all leading up to our
highly anticipated annual conference to be held in Las Vegas in
February 2008.  With attendance at the conference expected to be
more than five times greater than any prior year, we have a great
deal of work ahead of us to properly prepare for acknowledging and
celebrating the hundreds of individuals who are collectively
helping XELR8 achieve its ambitious goals and objectives."

At June 30, 2007, the company's consolidated balance sheet showed
$3.7 million in total assets, $866,197 in total liabilities, and
$2.9 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?2219

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
, Gordon, Hughes & Banks LLP, in Greenwood Village, Colorado,
expressed substantial doubt about XELR8 Holdings Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
incurred a net loss of $4,669,449 for the year ended Dec. 31,
2006.

                       About XELR8 Holdings

XELR8 Holdings Inc. (AMEX: BZI) -- http://www.xelr8.com/--   
develops, sells, markets and distributes nutritional supplement
products primarily through a direct sales or network marketing
system in which independent distributors sell the company's
products, as well as purchase them for their own personal use.  
The company also sells products directly to professional and
Olympic athletes and to professional sports teams.


ZIFF DAVIS: Jason Young Succeeds Callahan as Chief Exec. Officer
----------------------------------------------------------------
Ziff Davis Media's Consumer/Small Business Group's Jason Young,
current president, will assume the CEO role at Ziff Davis Media.
Robert F. Callahan, CEO since 2001, will continue his role as
chairman of Ziff Davis Media.  

The shift was made in concert with the sale of the Ziff Davis
Enterprise Group to Insight Venture Partners, which closed on
July 31, 2007.  ZDE was sold for approximately $150 million cash,
subject to certain adjustments in accordance with the purchase and
sale agreement, plus an earn-out payment of up to $10 million in
cash based on 2007 full-year results of ZDE.

“Jason's ready to take the helm,” Mr. Callahan said.  “He's a
dynamic executive who has played the lead role in driving our
digital growth, which will remain his number one priority.  Ziff
Davis has transformed swiftly into a digital, event, and print
company fueled by its leading heritage magazine brands in the
technology and video games arena.  Our teams are second to none
driving customer value.  We wish all our talented Enterprise Group
executives nothing but the best in their new venture with Insight
Partners.”

"I'm honored and thrilled to be selected for the CEO position at
Ziff Davis Media, which under Bob's leadership has transformed
into a new media firm delivering strong results for our
customers," Mr. Young said.  "The technology and video gaming
markets we serve are powerful and growing.  Ziff Davis has always
led the market as an innovator in content creation, audience
development, and marketing solutions.  At the core of our
continued growth is a loyal audience of 23 million monthly unique
users of our internet properties complemented by millions of
readers of our specialized publications. I look forward to working
with Bob, our board, and our outstanding teams in continuing to
drive the Ziff Davis Media business forward.”

Mr. Young has spent the majority of his career at Ziff Davis,
originally joining the company in 1990.  Since 2004, Mr. Young has
been president of the consumer/small business Division, overseeing
market-leading brands PC Magazine, PCMag.com, ExtremeTech.com and
DL.TV, well as the development of the DigitalLife show.  After a
brief tenure as vice president of sales & marketing at
TheStreet.com, Mr. Young rejoined Ziff Davis where, from 2001 to
2005, as senior vice president and general manager of Ziff Davis
Internet (2002-2005) and vice president of sales of Ziff Davis
Internet (2001), he led the team that re-established Ziff Davis'
digital footprint, growing the business significantly by scale
and profitability.

Previously, at Ziff Davis, Mr. Young held positions including
National Advertising Director for Windows Sources, Publisher of
Windows Pro, Corporate Sales Director of ZDNet and Advertising
Director of ZDNet.

                  About Ziff Davis Holdings Inc.

Headquartered in New York City, Ziff Davis Holdings Inc. --
http://www.ziffdavis.com/-- is the parent company of Ziff Davis  
Media Inc. is an integrated media company serving the technology
and videogame markets.  Ziff Davis currently reaches over 26
million people a month through its portfolio of 15 websites, three
award-winning magazines, consumer events and direct marketing
services. The company is headquartered in New York and also has
offices and labs in San Francisco and Boston.  Ziff Davis exports
its brands internationally in 45 countries and 13 languages.

                        Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt about
Ziff Davis Holdings Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
reported that the company has incurred a net loss of approximately
$133.8 million during the year ended Dec. 31, 2006, and as of said
date, working capital deficit and accumulated deficit of
approximately $21 million and $1.2 billion.


In addition, as of March 31, 2007, the company had long-term debt
and redeemable preferred stock, which has been classified as debt,
totaling $390 million and $1.02 billion respectively, and a
working capital deficit of approximately $12.7 million.  
Commencing August 2006, the company's Compounding Notes due 2009
accrue interest on a cash basis.  The first cash interest payment
for the Compounding Notes was made in February 2007.


*C-BASS: Remains Confident Despite Liquidity Challenges
-------------------------------------------------------
C-BASS LLC, an affiliate of MGIC Investment Corporation and Radian
Group Inc., issued a statement in response to the announcements
made on July 30, 2007, by MGIC and Radian regarding the liquidity
challenges faced by C-BASS.

The company states that while nothing fundamentally has changed at
C-BASS, like many other firms in the industry, the current severe
state of disruption in the credit markets has caused C-BASS to be
subject to an unprecedented amount of margin calls from our
lenders.  The frequency and magnitude of these calls have
adversely affected its liquidity.  To address this, C-BASS is in
advanced discussions with a number of investors to provide
increased liquidity and is exploring all options to mitigate the
liquidity risk in this difficult market.

At the beginning of 2007, the company had $302 million of
liquidity, representing greater than 30% of its capital of
$926 million.  During the first six months of 2007, a very
tumultuous time in the subprime mortgage market, C-BASS'
disciplined liquidity strategy enabled the company to meet
$290 million in lender margin calls.  During the first 24 days of
July alone, C-BASS met an additional $260 million of margin calls,
representing greater than a 20% decline in the lender's value.  
The company believes that nothing justifies this substantial
amount of margin calls received in such a short period of time,
particularly as there has been no change in the underlying
fundamentals of the company's portfolio.

C-BASS remains confident in the overall credit quality of its
portfolio and the performance of its highly rated servicing
subsidiary Litton Loan Servicing.  This confidence has been
supported by C-BASS' results relative to the recent widespread
downgrades from the rating agencies.  Out of a total of 487
subprime bonds downgraded by Standard & Poor's, only 4 C-BASS
bonds were downgraded.  Moody's downgraded a total of 399 subprime
bonds, only 5 of which were C-BASS issued.  In addition, Moody's
downgraded 184 bonds from 91 CDOs, none of which were C-BASS
issued.

Even while the company's liquidity has been under attack, C-BASS
has been one of the most prolific issuers in this highly disrupted
market, as the company managed to price and issue 2 CBOs and 11
RMBS deals from Jan. 1, 2007 to-date.  The company deals all
priced among the tightest spreads in the market, and it expects
deals to continue to be well received by Wall Street and the
investor community.

The C-BASS and Litton businesses remain sound and the fundamentals
remain strong.  C-BASS has been profitable 41 out of the
42 quarters it has been in business, including the second quarter
of 2007.

Finally, the company says the margin calls have had no impact on
the loan servicing activities of Litton, and Litton continues to
provide innovative, industry leading solutions for customers as we
enter an unprecedented period of subprime defaults.

                      About MGIC Investment

MGIC Investment Corporation, (NYSE: MTG) -- http://www.mgic.com/
-- through its subsidiary, provides private mortgage insurance to
the home mortgage lending industry in the United States.  Based in
Milwaukee, Wisconsin, MGIC Investment the parent of Mortgage
Guaranty Insurance Corporation.

                        About Radian Group

Radian Group Inc., (NYSE: RDN) -- http://www.radiangroupinc.com/
-- through its subsidiaries and affiliates, operates as a credit
enhancement company that provides credit protection products and
financial services to mortgage lenders and other financial
institutions.  Radian Group, based in Philadelphia, Pennsylvania,
is the parent of Radian Guaranty Inc.

                    About Litton Loan Servicing

Houston-based Litton Loan Servicing, -- http://www.littonloan.com/
-- a wholly owned subsidiary of C-BASS, is a mortgage servicing
company specializing in loss mitigation and default management for
residential loans.  Since its inception in 1988, Litton has grown
from a handful of employees servicing customers exclusively in
Texas to more than 1,000 employees servicing more than 400,000
customers nationwide.  Throughout its substantial growth, Litton
has maintained its primary objective of preserving homeownership
and keeps thousands of customers facing foreclosure in their homes
each year.

                           About C-BASS

C-BASS LLC -- http://www.c-bass.com/-- is a New York-based  
company, long regarded as a leading issuer, servicer and investor
in credit-sensitive residential mortgage assets.  C-BASS is a
limited liability company capitalized by MGIC Investment
Corporation, Radian Group Inc., and C-BASS management.


*S&P Lowers Ratings on 25 Tranches and Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 25
tranches from six U.S. cash flow and hybrid CDO of ABS
transactions and removed them from CreditWatch with negative
implications, where they were placed July 16, 2007.  At the same
time, S&P affirmed its ratings on five tranches from two of the
same six transactions and removed them from CreditWatch with
negative implications, where they were also placed July 16, 2007.

All of the affected CDO transactions are collateralized
substantially by mezzanine tranches of U.S. residential
mortgage-backed securities backed by first-lien subprime mortgage
collateral.  The 25 downgraded CDO of ABS tranches have a total
issuance amount of $973 million; the five with ratings that S&P
affirmed and removed from CreditWatch have a total issuance amount
of $307 million.

On July 12, 2007, Standard & Poor's lowered its ratings on more
than 600 U.S. RMBS classes collateralized by U.S. first-lien
subprime mortgages.   Subsequently, on July 19, 2007, we lowered
our ratings on more than 400 U.S. RMBS classes 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.  Currently, 117 tranche ratings from 38 cash flow and
hybrid CDO transactions remain on CreditWatch negative because of
exposure to RMBS classes that have been downgraded; these 117
tranches have an issuance amount of $4.433 billion.

Aside from these actions on cash and hybrid CDOs, 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 subsequently lowered its ratings on
three tranches from two publicly rated synthetic CDO transactions,
representing $152.5 million, and placed its ratings on seven
tranches from one actively managed transaction on CreditWatch
with negative implications, representing $140.8 million.

Ratings Lowered and Removed from Creditwatch Negative

                                          Rating
                                          ------
Transaction                    Class   To         From
-----------                    -----   --         ----
ACA ABS 2003-1 Ltd.            C       BBB+       A+/Watch Neg
ACA ABS 2003-1 Ltd.            D       BB-        BBB/Watch Neg
Arca Funding 2006-1 Ltd.       II      AA         AAA/Watch Neg
Arca Funding 2006-1 Ltd.       III     A          AA/Watch Neg
Arca Funding 2006-1 Ltd.       IV      A-         AA-/Watch Neg
Arca Funding 2006-1 Ltd.       V       BBB        A/Watch Neg
Arca Funding 2006-1 Ltd.       VI      BB         BBB/Watch Neg
Arca Funding 2006-1 Ltd.       VII     BB-        BBB-/Watch Neg
Arca Funding 2006-1 Ltd.       VIII    B          BB+/Watch Neg
Northlake CDO I Ltd.           III     B+         BBB-/Watch Neg
STATIC Residential CDO 2006-B  A-2     AA+        AAA/Watch Neg
STATIC Residential CDO 2006-B  B-1     AA         AA+/Watch Neg
STATIC Residential CDO 2006-B  B-2     A          AA-/Watch Neg
STATIC Residential CDO 2006-B  C       BBB        A/Watch Neg
STATIC Residential CDO 2006-B  D       BB         BBB/Watch Neg
STATIC Residential CDO 2006-C  A-2     AA+        AAA/Watch Neg
STATIC Residential CDO 2006-C  B-1     AA-        AA+/Watch Neg
STATIC Residential CDO 2006-C  B-2     A+         AA-/Watch Neg
STATIC Residential CDO 2006-C  C       BBB        A/Watch Neg
STATIC Residential CDO 2006-C  D-1a    BB+        BBB+/Watch Neg
STATIC Residential CDO 2006-C  D-1b    BB+        BBB+/Watch Neg
STATIC Residential CDO 2006-C  D-2     B          BBB-/Watch Neg
TABS 2006-6 Ltd.               B2      BBB-       BBB/Watch Neg
TABS 2006-6 Ltd.               B3      BB         BBB-/Watch Neg
TABS 2006-6 Ltd.               C       B+         BB/Watch Neg
     
Ratings Affirmed and Removed from Creditwatch Negative

                                           Rating
                                           ------
Transaction                    Class    To         From
-----------                    -----    --         ----
Northlake CDO I Ltd.           II       A          A/Watch Neg
TABS 2006-6 Ltd.               A2       AA         AA/Watch Neg
TABS 2006-6 Ltd.               A3       A          A/Watch Neg
TABS 2006-6 Ltd.               B1       BBB+       BBB+/Watch Neg
TABS 2006-6 Ltd.               ISub Nts BBB-       BBB-/Watch Neg


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

                              Total  
                              Shareholders  Total     Working  
                              Equity        Assets    Capital      
   Company             Ticker ($MM)         ($MM)      ($MM)  
   -------             ------ ------------  -------  --------  
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (22)         562       22
Alliance Imaging        AIQ          (4)         678       50
Authentic Inc.          AUTH         (6)          26        0
Bare Escentuals         BARE       (189)         184       91
Bearingpoint Inc.       BE         (177)       1,939      166
Blount International    BLT         (98)         448      135
CableVision System      CVC      (5,349)       9,654     (638)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,090)       1,393       92
Charter Comm            CHTR     (6,345)      15,177   (1,015)
Cheniere Energy         CQP        (168)       2,104      108
Choice Hotels           CHH         (71)         332      (40)
Cincinnati Bell         CBB        (773)       1,951       27
Claymont Stell          PLTE        (50)         150       67
Compass Minerals        CMP         (46)         691      157
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK        (388)       6,793      428
Crown Media HL          CRWN       (519)         759       64
CV Therapeutics         CVTX        (90)         356      263
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP        (99)         336       95
Deluxe Corp             DLX          (0)       1,410     (164)
Denny's Corporation     DENN       (221)         444      (67)
Domino's Pizza          DPZ      (1,434)         474       86
Dun & Bradstreet        DNB        (458)       1,392     (238)
Echostar Comm           DISH        (30)       9,066    1,150
Eisntein Noah Re        BAGL       (131)         135       (9)
Emeritus Corp.          ESC        (112)         953      (55)
Enzon Pharmaceutical    ENZN        (55)         369      180
Extendicare Real        EXE-U       (20)       1,316       29
Foamex Intl             FMXI       (272)         579      150
Ford Motor Co           F        (3,447)     281,491   (8,138)
Gencorp Inc.            GY          (50)       1,033       52
General Motors          GM       (3,202)     185,198   (5,059)
Graftech International  GTI         (86)         772      241
Healthsouth Corp.       HLS      (1,602)       3,238     (398)
I2 Technologies         ITWO        (15)         185       32
IDEARC Inc              IAR      (8,755)       1,508      171
IMAX Corp               IMX         (33)         243       84
Incyte Corp.            INCY       (120)         325      261
Indevus Pharma          IDEV       (144)          76       36
Intermune Inc           ITMN        (55)         249      195
Ista Pharmaceuticals    ISTA        (15)          48       18
ITC Deltacom Inc.       ITCD        (33)         421       18
Jazz Pharmaceuticals    JAZZ       (195)         201       47
Koppers Holdings        KOP         (70)         671      177
Life Sciences           LSR          (1)         237       25
Linear Tech Corp.       LLTC       (708)       1,215      681
Lodgenet Entertainment  LNET        (54)         274        8
McMoran Exploration     MMR         (50)         446       (1)
Mediacom Comm           MCCC       (110)       3,620     (269)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc            NRM        (34)          61       20
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (213)         180     (219)
ON Semiconductor        ONNN       (138)       1,441      309
PRG-Schultz Intl.       PRGX        (91)         157        3
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,534)      20,701   (1,440)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (2)         184       (6)
Regal Entertainment     RGC        (130)       3,085     (131)
Resverlogix Corp.       RVX          (2)          17       10
Riviera Holdings        RIV         (28)         221       13
RSC Holdings Inc        RRR        (129)       3,430   (2,949)
Rural Cellular          RCCC       (587)       1,362      183
Sealy Corp.             ZZ         (144)       1,017       49
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (178)       3,694      (46)
Stelco Inc              STE        (108)       2,734      726
Sun-Times Media         SVN        (369)         929     (265)
Suncom Wire-CL          SCWH       (433)       1,639      209
TechTarget              TTGT        (66)          94       31
Town Sports Int.        CLUB        (20)         436      (52)
Unisys Corp.            UIS          (2)       3,832       40
Weight Watchers         WTW      (1,053)       1,019      (82)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (390)       3,706      794
XM Satellite            XMSR       (445)        1943      (76)
    
                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

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