TCR_Public/070917.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 17, 2007, Vol. 11, No. 220

                             Headlines

ALBERT JOHNSON: Case Summary & 19 Largest Unsecured Creditors
ALCATEL-LUCENT: Expects Slight Revenue Growth in Third Quarter
AMERICAN CAPITAL: Provides Financing for Audax Group
AMERISTAR CASINOS: Indiana Regulator Okays Resort East Purchase
AVADO BRANDS: Wants Cox Smith to Continue Handling Texas Cases

BASELINE OIL: Issues $110 Million of Senior Secured Notes
BASELINE OIL: S&P Junks Rating on Proposed $110 Million Notes
BAUSCH & LOMB: Shareholders Urged to Vote "FOR" Warburg Deal
BEA CBO: Poor Collateral Prompts Fitch to Junk Ratings
BXG RECEIVABLES: S&P Rates $10.5 Million Class G Notes at BB+

CALPINE CORP: Fails to Agree with Shareholders on Rights Offering
CALPINE CORP: Court Dismisses Towantic Energy's Chapter 11 Case
CARDIAC & VASCULAR: Case Summary & 20 Largest Unsecured Creditors
CASH TECHNOLOGIES: Vasquez & Co. Raises Going Concern Doubt
CEDARWOODS CRE: S&P Puts Preliminary BB Rating on $6.5MM Notes

CENVEO INC: Completes Commercial Envelope Acquisition
CENVEO INC: Moody's Affirms Corporate Family Rating at B1
CHAPARRAL STEEL: Completes Buyout Deal with Gerdau Ameristeel
CHRYSLER LLC: Phil F. Murtaugh Appointed as Asia Operations CEO
CHRYSLER LLC: May Drop Some Models Due to Market Slump

CHRYSLER LLC: Reveals 0% APR Incentive Plan for September 2007
CT CDO: Adequate Credit Support Prompts S&P to Affirm Ratings
DANA CORP: Disclosure Statement Scheduled on October 23
DANA CORP: New Jersey Objects to Disclosure Statement
DELTA AIR: Fitch Lifts EETC's Ratings and Removes Positive Watch

DOUBLE D: Case Summary & Four Largest Unsecured Creditors
EAGLE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
ENRIQUE SOLIS: Case Summary & 16 Largest Unsecured Creditors
EXPRESS LLC: S&P Lowers Corporate Credit Rating to B- from B
FAIRPOINT COMMS: Paying $0.398/Share Dividend on October 16

FLINKOTE CO: Wants Exclusive Plan Filing Extended to December 31
FOOT LOCKER: Incurs $18 Million Net Loss in Quarter Ended Aug. 4
FREEPORT-MCMORAN: General Cable to Buy Global Wire & Cable Biz
FRIENDLY ICE: Moody's Withdraws B3 Corporate Family Rating
GAP INC: Reports $1.2 Billion August 2007 Net Sales

GENERAL CABLE: Inks Pact to Buy Freeport's Wire & Cable Business
GENERAL CABLE: Intends to Offer $450MM Notes in Private Offering
GENERAL CABLE: Freeport Deal Cues Moodys' to Review Ratings
GERDAU AMERISTEEL: Completes Acquisition of Chaparral Steel
GRAFTECH INT'L: Solid Operating Results Cue S&P's Pos. Outlook

INTERSTATE BAKERIES: Eliminates 215 Sales Management Positions
ISLE OF CAPRI: Brean Murray Holds 'Buy' Rating on Firm's Shares
IWT TESORO: Wants Nod to Use Bank of America's DIP Financing
JACOBS FINANCIAL: Malin Bergquist Raises Going Concern Doubt
JORDAN INDUSTRIES: Lack of Info Cues Moody's to Withdraw Ratings

KNOLL INC: Inks Deal to Acquire Edelman for $67 Mil. in Cash
KRISPY KREME: Moody's Cuts SGL Rating to SLG-4 on Weak Liquidity
LB-UBS COMMERCIAL: S&P Affirms Low-B Rating on Six Certificates
LEAP WIRELESS: Says MetroPCS' Offer "Completely Inadequate"
LEINER HEALTH: S&P Junks Corporate Credit Rating

LIFEQUEST WORLD: Carver Moquist Raises Going Concern Doubt
MAGUIRE PROPERTIES: Completes $400 Mil. KPMG Tower Refinancing
METROPCS COMMS: Leap Wireless Rejects Unsolicited Merger Offer
MOVIE GALLERY: Won't Pay Interests Under Three Agreements
NEWCASTLE CDO: Fitch Holds BB Rating on $23.718MM Class L Notes

NORWOOD PROMOTIONAL: Moody's Withdraws B2 Corporate Family Rating
NORWOOD PROMOTIONAL: S&P Withdraws Ratings at Company's Request
OPEN ENERGY: Losses Cue Squar Milner's Going Concern Doubt
P&J ENTERPRISES: Case Summary & 11 Largest Unsecured Creditors
PHOTRONICS INC: Earns $2.24 Million in Quarter Ended July 29

POTLATCH CORP: Buys Western Pacific's Timberland for $215 Mil.
RINKER BOAT: Moody's Withdraws Caa1 Corporate Family Rating
RITCHIE CAPITAL: Illinois State Court Trashes Huizenga's Complaint
SCO GROUP: Files for Chapter 11 Protection
SCOTTISH RE: Unit Completes $555 Million Triple-X Reserve Deal

SEA CONTAINERS: Seeks Approval of Bank of Scotland Agreement
SEA CONTAINERS: Wants to Sell Speedinvest Shares to Triformity
SECURITY NATIONAL: S&P Holds Ratings on 45 Certificate Classes
SOUNDVIEW HOME: Fitch Cuts Rating on $61.4 Million Certificates
THORNBURG MORTGAGE: Moody's Puts Low-B Ratings on Two Certificates

TPF II: S&P Puts Preliminary BB- Rating on $220 Million Loan
US AIRWAYS: Robert Isom Appointed as Chief Operating Officer
US AIRWAYS: August 2007 Passenger Traffic 4.3%
VESCOR CAPITAL: Owner Refuses to Answer Question at Meeting
VESTA INSURANCE: Florida Select Has Until December 20 to File Plan

VESTA INSURANCE: Court Okays Florida Select Osprey Agreement
VIRANATIVE AB: Files for Bankruptcy Protection in Sweden
WERNER LADDER: Creditors Committee Files 2nd Amended Plan
WERNER LADDER: IRS Wont' Object to Disallowance of Claim No. 1005
WILD WEST: Owners Still Have $325,000 in Unpaid Taxes

* S&P Takes Rating Actions on Various Transactions

* Michael Keppel Co-Heads Alvarez & Marsal's Germany Office

* BOND PRICING: For the Week of Sept. 10 – Sept. 14, 2007

                             *********

ALBERT JOHNSON: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Albert Lionel Johnson, Jr.
        Terica Ray Johnson
        4260 Cedar Creek
        Yorba Linda, CA 92886

Bankruptcy Case No.: 07-12892

Chapter 11 Petition Date: September 12, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  18191 Von Karman Avenue, Suite 470
                  Irvine, CA 92612-7114
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
L.B.S. Financial C.U., Corp.   Loan                      $154,872
P.O. Box 4860
Long Beach, CA 90804

Mercedes Benz Financial        Vehicle loan              $104,520
P.O. Box 685
Roanoke, TX 76262

Harrah's                                                  $62,275
Clark County District
Attorney's Office
200 Lewis Avenue
Las Vegas, NY 89155

Harrah's                       Note                       $60,000
Las Vegas, NV 89109

Dave Cox and Cristine Cox      Deposit                    $25,000

Citi Cards                     Credit Card                $17,469

Citi Bank (South Dakota) N.A.  Credit Card                $19,761

Mercedes Benz Financial        Vehicle Loan               $10,336
Louisville, KY

Paragon Subrogation            Subrogation                 $3,102
Services, Inc.

Casa Blanca Escrow, Inc.       Trade                       $2,500

Instant Jungle International   Trade                       $2,178

Leo Moncada                    Trade                       $1,100

Arrowhead Reg. Med.            Trade                         $977
Center-C.E.P.

Washington Mutual Card         Credit Card                   $889
Services

Capital One Bank               Credit Card                   $741

Quest Diagnostics Inc.         Trade                         $630

Smart Systems Technologies     Trade                         $575

Arrowhead Radiology Group      Trade                         $269

L.B.S. Financial C.U., Corp.   Loan                            $0
Santa Ana, CA 92706-2614


ALCATEL-LUCENT: Expects Slight Revenue Growth in Third Quarter
--------------------------------------------------------------
Alcatel-Lucent revised its full year 2007 revenue outlook and
confirmed its previous statements regarding synergy targets for
the year.

Alcatel-Lucent now expects its full year 2007 revenue growth to
be flat to slightly up at a constant Euro/USD exchange rate.  
Alcatel-Lucent had previously estimated that its revenue would
grow in the mid single digits at a constant rate.  

To date, Alcatel-Lucent's revenue for the third quarter 2007 is
estimated to grow slightly compared to the second quarter 2007 at
a constant Euro/USD exchange rate.  The company's revenue for the
fourth quarter 2007 is still expected to ramp-up strongly over
the third quarter 2007.  Additionally, the change in revenue mix
is expected to negatively impact the profitability of the company,
especially in the current quarter.  For the third quarter 2007,
the operating income (loss) is expected to be around breakeven.

This downward revision in the revenue forecast is based on the
most recent and updated discussions with some wireless customers
in North America.  Alcatel-Lucent is now seeing a change in
capital spending with those customers in 2007, compared to what it
had anticipated.  As a result, the company is not seeing the
projected volume changes that would have mitigated the ongoing
pricing pressures it is experiencing.  In other regions and
businesses, in particular wireline, enterprise and Asia-Pacific
revenue performance continues to be strong.

The company continues to execute on its integration plans and is
planning to achieve its synergy related pre-tax savings of
EUR600 million this year.   As the company has previously said for
this year, it will not retain its gross margin savings due to
competitive market conditions but expects it will retain most of
its operating expense savings on a comparable basis.

Alcatel-Lucent continues to expect a strong sequential revenue
growth in the fourth quarter, driven by IP transformation,
broadband deployment and associated services.

Patricia Russo, Alcatel-Lucent CEO said, "Given ongoing dynamics
in the rapidly changing telecom industry, the company is taking
steps to accelerate the execution of its current restructuring
program and to implement additional focused cost reduction plans
in markets which require further actions to be taken.

While the company acknowledges that it is competing in a
challenging market environment and executing a complex merger, it
remains confident that it has the right combination of people and
assets to position the company as a  leading player in the
industry."

Alcatel-Lucent will provide an update regarding its plans when
announcing third quarter earnings on Oct. 31, 2007.

                       About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent --
http://www.alcatel-lucent.com/-- provides solutions that enable   
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.  Alcatel-Lucent maintains operations in 130 countries,
including, Austria, Germany, Hungary, Italy, Netherlands,
Ireland, Canada, United States, Costa Rica, Dominican Republic,
El Salvador, Guatemala, Peru, Venezuela, Indonesia, Australia,
Brunei and Cambodia.  On Nov. 30, 2006, Alcatel and Lucent
Technologies Inc. completed their merger transaction, and began
operations as a communication solutions provider under the name
Alcatel-Lucent on Dec. 1, 2006.  Alcatel-Lucent's U.S. offices
are located at 600 Mountain Avenue, in Murray Hill, New Jersey.

                          *     *     *

In April 2007, Fitch Ratings affirmed Alcatel-Lucent's "BB"
Issuer Default and Senior Unsecured Debt ratings and
simultaneously withdrew them.

In February 2007, Moody's Investor Services placed a Ba2 rating
on Alcatel's Corporate Family and Senior Debt ratings.  Lucent
also carries Moody's B1 Senior Debt rating and B2 Subordinated
debt & trust preferred rating.

Alcatel-Lucent's Long-Term Corporate Credit and Senior Unsecured
Debt ratings carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.


AMERICAN CAPITAL: Provides Financing for Audax Group
----------------------------------------------------
American Capital Strategies Ltd. and an affiliate provided
financing for Audax Group's investment in Cinelease Inc.

The company said that its one stop leverage financing package
takes the form of a revolving credit facility and a unirate term
loan.  In addition, company invested a minority position in the
common equity of Cinelease.

The company disclosed that American Capital Equity Fund I
LLC, a fund managed by American Capital, provided 30% of the
American Capital equity investment.

"This is our third platform transaction with Audax, a firm that
has proven to be a strong financial partner with a track record of
sound investments," said Brian Graff, American Capital Regional
Managing Director.  "Cinelease has been renting lighting and grip
equipment to hundreds of entertainment and commercial production
companies for nearly 30 years and is a welcomed addition to our
well-rounded portfolio."

American Capital said that it has invested directly and through
its funds under management $11.3 billion in the last twelve
months, $8.1 billion year to date and $1.8 billion quarter to
date.  Not including funds under management, American Capital has
invested $8.7 billion in the last twelve months, $6 billion year
to date and $1.4 billion quarter to date.

"Cinelease has earned a reputation in the field for carrying the
broadest inventories and the best-maintained equipment and for
having the highest level of customer service and dependability.  
The company has developed deep relationships with more than 150
clients across the entertainment and event industries," said
Kenneth Jones, American Capital Principal, Sponsor Finance Group.  
"Cinelease is a leader in a non-cyclical industry where regular
production schedules provide stable and predictable cash flows.  
The demand for television entertainment has been growing over
the last five years."

                     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.


AMERISTAR CASINOS: Indiana Regulator Okays Resort East Purchase
---------------------------------------------------------------
Indiana Gaming Commission has approved the transfer of the
ownership interest in the Resorts East Chicago casino license to
Ameristar Casinos Inc., clearing the way for the company to enter
the commercial gaming market.  

The approval came during a regularly scheduled Commission meeting
on Sept. 13, 2007.  Ameristar anticipates closing the acquisition
on Sept. 18, 2007, and will re-brand the property to the Ameristar
name within 12 months, after making improvements to the food and
beverage offerings, the mix of games on the casino floor and other
aspects of the facility.  

The company also intends to adapt the Ameristar operational and
marketing approaches at East Chicago that have been successful in
other markets.
    
"I want to thank the Commission for its thorough review of our
application as we move forward with the impending completion of
this acquisition," John Boushy, CEO and president of Ameristar,
said.  "We are eager to begin operations in Indiana with a highly
attractive market that provides a stable regulatory environment.  
We look forward to introducing our plans to establish the
Ameristar brand in a new state and the Chicagoland area over the
next several months."

                   About Resorts East Chicago

Headquartered in East Chicago, Indiana, Resorts East Chicago --
http://www.resortseastchicago.com/-- is a subsidiary of Resorts  
International, which is an affiliate of Colony Capital, LLC, a
private, international investment firm focusing primarily on real
estate-related assets and operating companies.  For the past 13
years, Colony Capital has invested more than $13.5 billion in over
7,500 assets through various corporate, portfolio and complex
property transactions and operates offices worldwide.
    
                  About Ameristar Casinos Inc.

Headquartered in Las Vegas, Nevada, Ameristar Casinos Inc.
(NASDAQNM: ASCA) -- http://www.ameristar.com/-- owns and operates  
seven hotel/casinos in six markets. The company's portfolio of
casinos consists of: Ameristar St. Charles (St. Louis market);
Ameristar Kansas City; Ameristar Council Bluffs (Omaha market);
Ameristar Vicksburg; Ameristar Blackhawk (Denver market); and
Cactus Petes and the Horseshu in Jackpot, Nevada (Idaho market).

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 21, 2007,
Standard & Poor's Ratings Services lowered its issue-level rating
on Ameristar Casinos Inc.'s senior secured credit facility to
'BB+' from 'BBB-'.


AVADO BRANDS: Wants Cox Smith to Continue Handling Texas Cases
--------------------------------------------------------------
Avado Brands, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Cox Smith Matthews Incorporated as their special counsel,
nunc pro tunc, to Sept. 5, 2007.

Cox Smith will assist the Debtors with the enforcement of a 2005
Reorganization Plan and closing of certain Chapter 11 cases
pending in the U.S. Bankruptcy Court for the Northern District of
Texas.

On Feb. 4, 2004, Avado and 64 of its subsidiaries and affiliates
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the Texas Court.  The court confirmed the
Avado's Modified Joint Plan of Reorganization on April 26, 2007.  
Cox Smith has served as counsel in the Debtors' first bankruptcy
proceedings.

The Debtors tell the Court that they want Cox Smith to assist in
the final administration of the Texas Bankruptcy Cases.  

Specifically, Cox Smith will:

   a. seek a final decree in the Texas Bankruptcy Cases;

   b. represent the Debtors in any adversary proceedings pending
      in the Texas Bankruptcy Cases; and

   c. perform all other legal services in connection with fully
      and finally administering the Texas Bankruptcy Cases, as
      requested by the Debtors.

The Debtors will pay Cox Smith according to the firm's standard
hourly rates:

    Professional               Designation       Hourly Rate
    ------------               -----------       -----------
    Thomas Rice, Esq.          Shareholder          $310
    Lindsay D. Graham, Esq.    Associate            $210
    Gale Gattis                Paralegal            $145

Cox Smith received a retainer of $20,000 on June 11, 2007,
additional $10,897 on July 10, 2007, and additional $37,882 on
Aug. 23, 2007.  As of Feb. 4, 2004, a retainer of $16,457 remained
on deposit in the firm's account.

The Debtors assure the Court that Cox Smith does not have any
interest adverse to the Debtors, their creditors, or any other
party in interest, or its respective attorneys and accountants.

The firm can be reached at:

             Cox Smith Matthews Incorporated
             112 E. Pecan Street, Suite 1800
             San Antonio, TX 78205
             Tel: (210) 554-5500
             Fax: (210) 226-8395
             http://www.coxsmith.com/

Madison, Georgia-based Avado Brands, Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining  
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery. The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.


BASELINE OIL: Issues $110 Million of Senior Secured Notes
---------------------------------------------------------
Baseline Oil & Gas Corp. will issue $110 million of Senior Secured
Notes in reliance on Rule 144A and Regulation S to a limited
number of institutional investors under the Securities Act of
1933, as amended and $50 million of Senior Subordinated
Convertible Notes in reliance on Rule 144A under the Act.

Baseline intends to use the net proceeds from such issuances to
acquire certain oil and natural gas assets from DSX Energy
Limited, LLP and related parties, as announced by the Company on
August 15, 2007.  Remaining proceeds from the issuances will be
used to refinance our existing indebtedness, for general corporate
purposes and to pay fees and expenses in connection therewith.

Neither the Senior Secured Notes nor the Senior Subordinated
Convertible Notes have been registered under the Act or any state
securities laws, and may not be offered or sold in the United
States or to U.S. persons absent registration or an applicable
exemption from the registration requirements.

Baseline expects that the offerings related to the Senior Secured
Notes and the Senior Subordinated Convertible Notes will close
concurrently in early October 2007, although there can be no
assurances in that regard.

Baseline Oil & Gas Corp. -- http://www.baselineoil.com/-- (OTCBB:  
BOGA) is an independent oil and gas exploration and development
company with two core properties: a 100% operated working interest
in the Eliasville Field, a 4,600 acre waterflood located in
Stephens County, Texas, and an 18%-19% non-operated net interest
in leases covering approximately 171,000 gross acres in the New
Albany Shale play located in the Illinois Basin of southern
Indiana.


BASELINE OIL: S&P Junks Rating on Proposed $110 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to oil and gas exploration and production company
Baseline Oil & Gas Corp.  The outlook is positive.  At the same
time, S&P assigned a 'CCC+' rating and '4' recovery rating to the
company's proposed $110 million senior secured notes due 2012.
     
Baseline will use proceeds from this and a $50 million convertible
subordinated note issuance to acquire oil and gas properties from
DSX Energy Ltd.  LLP and other related parties, as well as to
refinance existing debt and for general corporate purposes.  Pro
forma for the offering, Houston, Texas-based Baseline will have
$160 million of long-term debt.
      
"The ratings on Baseline reflect its very small and geographically
concentrated reserve base, limited operating history with an
unproven track record of adding reserves and growing production,
and highly leveraged financial profile," said Standard & Poor's
credit analyst Amy Eddy.  "The ratings also reflect the company's
plan to hedge its production over the next few years and the fact
that Baseline is the operator of both of its properties, giving it
more flexibility to control operating costs and capital
expenditures."
     
Baseline's business risk profile is vulnerable, reflecting its
short operating history and very small reserve base.  The
company's ability to ramp up production, improve costs, and
replace reserves is unproven.


BAUSCH & LOMB: Shareholders Urged to Vote "FOR" Warburg Deal
------------------------------------------------------------
Bausch & Lomb said Friday that four leading independent U.S. proxy
advisory firms, Institutional Shareholder Services, Egan-Jones
Proxy Services, Glass Lewis & Co. and PROXY Governance Inc., have
each recommended that Bausch & Lomb shareholders vote "FOR" the
proposed transaction with affiliates of Warburg Pincus at Bausch &
Lomb's Sept. 21, 2007, special meeting of shareholders.  

On May 16, 2007, Bausch & Lomb entered into a definitive merger
agreement whereby affiliates of Warburg Pincus will acquire Bausch
& Lomb for $65.00 in cash for each Bausch & Lomb share,
representing a total purchase price of approximately $4.5 billion,
including approximately $830 million of debt.

"The recommendations of four leading independent proxy advisory
firms confirm our Board of Directors' unanimous view that the
transaction with Warburg Pincus delivers significant cash value
and is in the best interests of Bausch & Lomb and all of our
shareholders," said Ronald L. Zarrella, chairman and CEO of Bausch
& Lomb.  "We urge all Bausch & Lomb shareholders to vote ‘FOR' the
proposed transaction with Warburg Pincus today so that their votes
can be counted at the Company's upcoming special meeting."

In its analysis, ISS stated*:

". . . given that the Warburg Pincus buyout offer provides
certainty of value to current shareholders, we believe that the
merger agreement warrants shareholder support."

In its analysis, Egan-Jones stated*:

". . . Egan Jones views the proposed merger agreement as a
desirable approach in maximizing stockholder value. … we believe
that the merger agreement is in the best interests of the company
and its stockholders and its advantages and opportunities outweigh
the risks associated to the transaction."

In its analysis, Glass Lewis stated*:

"During the [go-shop] period, the Company's advisors contacted
multiple financial and strategic parties. . . .  The proposed
agreement offers shareholders a valuation that is, on balance, in
line with the valuations presented by the special committee's
financial advisor."

In its analysis, PROXY Governance stated*:

". . . the premium appears reasonable in light of the company's
historic trading price and is supported by the available equity
analyst opinions.  Moreover, based on the board's reasoning and
the opinion of several equity analyst reports, we believe that
shareholders are better off with Warburg's all cash merger
consideration than they would have been with a competing
stock/cash offer from AMO."

Shareholders who have questions or need any assistance in
submitting their proxy or voting their shares should contact
Bausch & Lomb's proxy solicitor, MacKenzie Partners Inc., toll-
free at 1-800-322-2885 or through e-mail at
proxy@mackenziepartners.com.

The special meeting will be held on Sept. 21, 2007, at 10:00 a.m.
local time at the Clarion Riverside Hotel, located at 120 East
Main Street, in Rochester, N.Y. Shareholders of record as of
August 10, 2007, are entitled to vote at the special meeting.

   * Permission to use quotations was neither sought nor obtained.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and Asia
(including operations in India, Australia, China, Hong Kong,
Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan and
Thailand).  In Latin America, the company has operations in Brazil
and Mexico. "In Europe, the company maintains operations in
Austria, Germany, the Netherlands, Spain, and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services said its 'BB+' corporate
credit and senior secured ratings on Bausch & Lomb Inc. remain
on CreditWatch with negative implications in light of the
July 5, 2007 acquisition bid by Advanced Medical Optics Inc.

As reported in the Troubled Company Reporter on May 18, 2007,
Moody's Investors Service stated that it will continue its review
of Bausch & Lomb Incorporated's ratings for possible downgrade
following the announcement that the company has entered into a
definitive merger agreement with affiliates of Warburg Pincus.

Ratings subject to review for possible downgrade include the
company's Ba1 Corporate Family rating and Ba1 Probability of
Default rating.

In addition, the Warburg Pincus deal prompted Fitch to maintain
its Negative Rating Watch on the company.  Fitch also warned that
the transaction would significantly increase leverage and likely
result in a multiple-notch downgrade, including an Issuer Default
Rating of no higher than 'BB-'.


BEA CBO: Poor Collateral Prompts Fitch to Junk Ratings
------------------------------------------------------
Fitch has downgraded two classes of notes issued by BEA CBO 1998-1
Ltd. (BEA 1998-1), effective immediately:

  -- $13,508,441.71 class A-2A notes downgraded to 'C/DR4' from

     'CC/DR3';
  -- $2,361,615.71 class A-2B notes downgraded to 'C/DR4' from
     'CC/DR3';

  -- $26,000,000 class A-3 notes revised to 'C/DR6' from
     'C/DR5'.

BEA 1998-1 is a collateralized debt obligation that closed
May 21, 1998 and is managed by Prudential Investment Management,
Inc.  Prudential took over management from BEA Associates after
BEA 1998-1 entered an event of default in September 2002.  BEA
1998-1's portfolio is composed of high yield corporate bonds.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

The downgrades are the result of the deteriorating collateral
coverage since the last review in May 2006.  Two main factors
leading to this deterioration include the default of Allied
Holdings in August 2005 and Keystone Consolidated Industries in
2001 as well as the continuing diversion of principal proceeds to
pay interest to the class A-3 notes on the most recent payment
date in June 2007.

The class A overcollateralization ratio has declined to 15.66% as
of the Sept. 4, 2007 trustee report from 45.37% as of the May 2,
2006 report used for the last review.

The ratings on the class A-2A and A-2B reflect the lower recovery
expectations on these classes.  Due to the deficiency of available
interest collections, the transaction has begun to use principal
proceeds to pay any shortage of interest due on the class A-3
notes.  This phenomenon is expected to continue throughout the
life of the transaction, resulting in continued erosion of
collateral coverage.  The Distressed Recovery rating has been
downgraded to reflect the lower recovery expectation on the notes.

The ratings of the class A-2A and A-3 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
class A-2B notes addresses the likelihood that investors will
receive their stated balance of principal by the legal final
maturity date.


BXG RECEIVABLES: S&P Rates $10.5 Million Class G Notes at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to BXG Receivables Note Trust 2007-A's $177 million
timeshare loan-backed notes series 2007-A.
     
The preliminary ratings are based on information as of
Sept. 13, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect the credit enhancement available
in the form of structural subordination, a reserve account, and
available excess spread.  The ratings are also based on Bluegreen
Corp.'s (B/Stable) servicing ability and experience in the
timeshare market.

                 Preliminary Ratings Assigned
              BXG Receivables Note Trust 2007-A
   
          Class                 Rating        Amount
          -----                 ------        ------
          A                     AAA         $52,500,000
          B                     AA          $26,500,000
          C                     A-          $43,000,000
          D                     BBB+        $14,500,000
          E                     BBB         $15,000,000
          F                     BBB-        $15,000,000
          G                     BB+         $10,500,000
   
The rating of each class of securities is preliminary and subject
to change at any time.


CALPINE CORP: Fails to Agree with Shareholders on Rights Offering
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates postponed until Sept. 25,
2007, the hearing on the adequacy of their First Amended
Disclosure Statement because, according to them, they need "more
time to negotiate" with the shareholders panel, in the hope of
reaching an agreement that would allow existing shareholders to
buy stocks in a reorganized Calpine through rights offering,
Bloomberg News said.

However, Bloomberg reported on September 11 that the "talks" with
the attorneys of Calpine's equity holders and unsecured creditors
failed to produce a rights offering agreement.

Bloomberg related that David Seligman, Esq., at Kirkland & Ellis,
LLP, in New York, on the Debtors' behalf, said at a Court hearing
that the Debtors will move forward with their intent to pay off
creditors and emerge from bankruptcy by January 31, 2008.

Representing the Official Committee of Equity Security Holders,
Gary Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
in New York, said he was "not hopeful" that a deal will be
reached ahead of a rescheduled hearing, Bloomberg added.

In a separate filing, the Equity Committee asks the United States
Bankruptcy Court for the Southern District of New York to direct
the Debtors, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, to provide:

  (a) all documents and communications, including any
      correspondences, notes, conversations and analyses
      pertaining to the proposed rights offering;

  (2) all documents and communications, including any
      correspondences, notes, conversations and analyses
      pertaining to the RFP process; and

  (3) testimonial witnesses concerning Calpine's, the Debtors',
      and their Board of Directors' views and understanding of
      the negotiations and the consideration that took place
      throughout the rights offering and the RFP process.

Mr. Kaplan asserts that the inclusion of a rights offering in the
Plan for the benefit of equity holders is an ideal and virtually
risk-free solution to the inherent problems in the Debtors'
proposed Plan.

A rights offering would allow equity holders to "put their money
where their month is" by investing in the future of a reorganized
Calpine while at the same time providing unsecured creditors with
a full or partial cash pay-out on account of their claims, Mr.
Kaplan tells Judge Lifland.

The Equity Committee believes that Calpine's valuation set forth
in the Disclosure Statement is artificially low.  A discovery is
necessary due to the overwhelming evidence that the Debtors have
thus far failed to negotiate a rights offering in good faith, Mr.
Kaplan maintains.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.  (Calpine Bankruptcy News, Issue No. 60 Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000).


CALPINE CORP: Court Dismisses Towantic Energy's Chapter 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismisses the Chapter 11 case of Towantic Energy LLC, effective on
the closing of the sale of its membership interests to Aircraft
Services Corporation.

Towantic's right to file a future petition under Chapter 7 or 11
of the Bankruptcy Code is preserved.

The Debtors, other than Towantic, will not seek to transfer any
claims to Towantic that have been or may be filed or asserted
against them or object to any claim asserted against the
Remaining Debtors on the grounds that that claim was filed or
asserted against the wrong Debtor-entity and should properly be
filed or asserted against Towantic.

Towantic will not be held liable for any claim that has been
filed or asserted against any Debtor, except as expressly set
forth in the Purchase Agreement with Aircraft Services.

The Debtors and any non-debtor Calpine affiliates will not be
held liable for any claim that has been filed or asserted against
any Debtor or where the claim is Towantic's liability.

Towantic will  not have any liability for all claims filed or
asserted against it, which have been disallowed or expunged by
the Court.  The intercompany claims involving Towantic are deemed
to have been waived by the Debtors.

As reported in the Troubled Company Reporter on July 24, 2007, the
Debtors asked that Towantic's case be dismissed citing that all
claims against Towantic have been resolved by the Debtors or
disallowed by the Court, or will be paid by GE on or after the
Closing Date.  Thus, there is no reason for Towantic to remain in
Chapter 11.

                     About Calpine Corporation

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

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  The hearing to consider
the adequacy of the Disclosure Statement has been reset to
Sept. 25.  (Calpine Bankruptcy News, Issue No. 60 Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000).


CARDIAC & VASCULAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cardiac & Vascular Surgery Associates, P.C.
        7914 North Shadeland Avenue, Suite 100
        Indianapolis, IN 46250

Bankruptcy Case No.: 07-08739

Type of business: Often referred to as C.V.S.A., the Debtor
                  specializes in adult cardiothoracic and thoracic
                  surgery, providing a spectrum of surgical
                  options with the exception of heart transplant
                  surgery.  Special interests include, but are not
                  limited to, complete revascularization
                  (including total arterial revascularization),
                  mitral valve repair, aterial fib surgery, aortic
                  surgery, heart failure surgery and mechanical
                  assist devices and thoracic oncology.  See
                  http://www.cvsa.net

Chapter 11 Petition Date: September 12, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Michael K. McCrory, Esq.
                  Samuel D. Hodson, Esq.
                  Wendy D. Brewer, Esq.
                  Barnes & Thornburg, L.L.P.
                  11 South Meridian Street
                  Indianapolis, IN 46204
                  Tel: (317) 231-7267, (317) 236-1313
                  Fax: (317) 231-7433

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Charles N. Pollack             Judgment                  $480,853
c/o Joseph Stalmack
5253 Hohman Avenue
Hammond, IN 46320

Hall, Render, Killian, Heath   Legal Services             $17,317
& Lyman, P.C.
Attention: Stephen W. Lyman
One American Square,
Suite 2000
Indianapolis, IN 46282

OnCall Transcription, Inc.     Transcription                 $850
75 North Third Street          Services
Zionsville, IN 46077

A.T.&T.                        Columbus                      $800
                               telephone service,
                               C.V.S.A. Yellowpage
                               Advertising

Provident Life and Accident    Disability                    $768
Insurance Co.                  Insurance Premium

De Lage Landen Financial       Lease of Copiers              $555
Services

Hasler Financial Services      Postage                       $490
                               Equipment Lease

Oce' Imagistics, Inc.          Maintenance for               $300
                               Copiers

OnRamp Medical Communications  Answering Service             $300

Stericycle, Inc.                                             $255

A.D.P., Inc.                   Payroll Services              $180

Now Records Service, Inc.      Document storage              $150
                               & destruction

Comcast Cable                  Cable services                 $76

Medcost, Inc.                  Outsource                      $75
                               Purchasing Agent

Morgan Services                Medical laundry                $70
                               services

Chase Card Services            Business VISA              Unknown
                               Account

Henry Schein                   Medical Supplies           Unknown

Medical Arts Press             Office Supplies            Unknown

Office Depot                   Office Supplies            Unknown

Quality Systems, Inc.          Billing Services: I.T.     Unknown
                               Support, Electronic
                               Claims and
                               Statements


CASH TECHNOLOGIES: Vasquez & Co. Raises Going Concern Doubt
-----------------------------------------------------------
Vasquez & Company LLP expressed substantial doubt about Cash
Technologies, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

The company reported a $3,377,746 net loss on $313,946 of total
revenues for the year ended May 31, 2007, compared with a
$5,038,392 net loss on $55,007 of total revenue in the prior year.

At May 31, 2007, the company's balance sheet showed $17,930,531 in
total assets, $11,160,542 in total liabilities and $98,639 in
total minority interest, resulting in a $6,868,628 stockholders
equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://researcharchives.com/t/s?2359

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies, Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets  
innovative data processing solutions in the healthcare and
financial services industries.


CEDARWOODS CRE: S&P Puts Preliminary BB Rating on $6.5MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Cedarwoods CRE CDO III Ltd.'s $400 million secured
notes.
     
The preliminary ratings are based on information as of Sept. 13,
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 securities and the geographic and property
type diversity of the underlying collateral.  The purchased
collateral pool consists of 19 classes of pass-through
certificates taken from 18 CMBS conduit transactions, seven
classes of pass-through certificates taken from seven CMBS large-
loan transactions, 17 classes of pass-through certificates taken
from 10 CMBS single-borrower transactions, 12 classes of pass-
through certificates taken from four small-balance CMBS
transactions, two classes of pass-through certificates taken from
one re-REMIC transaction, four classes of pass-through
certificates taken from four CRE CDO transactions, and 12
REIT/real estate operating company bonds.   

Approximately $41.7 million of collateral will be purchased by the
collateral manager during the ramp-up period.

                     Preliminary Assigned
                  Cedarwoods CRE CDO III Ltd.

              Class          Rating        Amount
              -----          ------        ------
              A-1            AAA         $260,000,000
              A-2            AAA          $52,000,000
              A-3            AAA          $20,000,000
              B              AA           $17,500,000
              C              A            $12,500,000
              D              BBB          $14,500,000
              E              BBB-          $2,500,000
              F              BB            $6,500,000
              Income notes   NR           $14,500,000
   
                         NR -- Not rated.


CENVEO INC: Completes Commercial Envelope Acquisition
-----------------------------------------------------
Cenveo, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that it completed its purchase
of Commercial Envelope Manufacturing Co., Inc.

Robert G. Burton, Chairman and Chief Executive Officer of Cenveo,
stated:

"We are pleased to have completed this acquisition, and I look
forward to working with the Kristel family and the entire
Commercial Envelope team as we begin our integration efforts.  We
are excited to begin the process of combining these two industry
leaders to form the leading envelope manufacturer in the United
States.  This combination will create the most efficient and
diversified asset platform in the industry, which will enable us
to service even more of our customers' needs.

The fact that we were able to successfully close this transaction
and its related financing during this period of market turbulence
speaks very highly of our team's track record and the confidence
our lenders have in us.   This acquisition furthers the momentum
that we are seeing in the marketplace.  We continue to see a
strong environment for our products, which has resulted in
continued strengthening across all our business units.  We are
also pleased with the strong cash flow that the business is
generating and we remain optimistic about the significant amount
of cash this company can generate going forward.

We intend to spend the rest of the year focusing on integrating
our recent acquisitions and delivering our financial commitments,
which we expect will drive significant cash flow from our
operations that can be used to de-leverage our balance sheet and
invest in our core business and selected growth opportunities."

                   About Commercial Envelope

Based in Deer Park, New York, Commercial Envelope Manufacturing
Co., Inc. -- http://www.commercial-envelope.com/-- manufactures  
envelopes.  The company's state-of-the-art production facilities
feature the most technically advanced equipment producing 45
million envelopes per day.

                           About Cenveo

Cenveo Inc. -- http://www.cenveo.com/-- (NYSE:CVO), headquartered  
in Stamford, Connecticut, is a leader in the management and
distribution of print and related products and services.  The
Company provides its customers with low-cost solutions within its
core business of commercial printing and packaging, envelope,
form, and label manufacturing, and publisher services; offering
one-stop services from design through fulfillment.  With over
10,000 employees worldwide, Cenveo delivers everyday for its
customers through a network of production, fulfillment, content
management, and distribution facilities across the globe.


CENVEO INC: Moody's Affirms Corporate Family Rating at B1
---------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and B1 probability of default rating for Cenveo Inc. following the
acquisitions of Commercial Envelope Manufacturing Inc. for about
$230 million and Madison/Graham ColorGraphics, Inc. for about
$105 million.  The rating outlook remains negative.

Moody's also upgraded the secured bank facility rating to Ba2 from
Ba3.  Bank lenders now benefit from a more substantial layer of
junior capital due to the $175 million unsecured loan (unrated)
issued to partially fund the Commercial Envelope acquisition.  
Secured bank debt now comprises only about half of the liabilities
in Moody's Loss Given Default waterfall, compared to about 60%
prior to the Commercial Envelope funding.

A summary of the rating actions are:

Cenveo Inc

-- Affirmed B1 Corporate Family Rating

-- Affirmed B1 Probability of Default Rating

-- Senior Secured Bank Credit Facility, Upgraded to Ba2, LGD2
    28% from Ba3

-- Senior Subordinated Bonds, affirmed B3, LGD5, 88%

-- Outlook: Negative

Cadmus Communications Corporation

-- Senior Subordinated Bonds, affirmed B3, LGD5, 88%

In conjunction with its acquisition of Cadmus, Cenveo executed
supplemental indentures so that bondholders of both Cadmus and
Cenveo bonds benefit from guarantees from all domestic
subsidiaries of the combined entity.

Cenveo's B1 corporate family rating incorporates high financial
risk, industry concerns, and Cenveo's acquisitive management.
However, the successful track record of cost reduction, adequate
liquidity and an improved business profile pro forma for the
acquisitions support the rating.  Furthermore, the terms of the
secured credit agreement limit the magnitude of acquisitions.

Headquartered in Stamford, Connecticut, Cenveo provides low cost
solutions within its core business of commercial printing and
packaging, envelope, form and label manufacturing, and publisher
services, offering services from design through fulfillment.  Pro
forma for acquisitions, its annual revenue is about $2.4 billion.


CHAPARRAL STEEL: Completes Buyout Deal with Gerdau Ameristeel
-------------------------------------------------------------
Gerdau Ameristeel Corporation has completed its acquisition of
Chaparral Steel Company, broadening Gerdau Ameristeel's
product portfolio and its range of structural steel products.

Chaparral's shareholders approved the merger at a special
shareholder meeting on Sept. 12, 2007.
    
On July 10, 2007, Gerdau Ameristeel had reached an agreement to
acquire Chaparral Steel.
    
"This is a defining moment in the history of our company," Mario
Longhi, president and CEO, Gerdau Ameristeel, said.  "This
solidifies our position as one of the major steel producers in our
region with a major market position in structural steel products
in addition to rebar and merchant bar products.  We are excited to
offer our customers the broadest
range of long steel products in the mini-mill sector."
    
"The completion of this acquisition confirms our global strategy
of being one of the consolidators in the steel industry," Andre
Gerdau Johannpeter, CEO of the Gerdau Group, said.  "We are
confident that the growth of our North American operations will
add value and bring benefits for our customers, shareholders,
employees and the communities in which we
operate."
    
Gerdau Ameristeel's acquisition of Chaparral Steel Company was
financed, in part, by a $1,150,000 Bridge Loan Facility and a
$2,750,000 Term Loan Facility which was provided by two separate
international syndicates of banks, each arranged by ABN AMRO Bank
N.V., HSBC and J.P. Morgan Securities Inc. Subsidiaries of Gerdau
Ameristeel are the borrowers under the facilities.
    
The Bridge Loan Facility matures 90 days from closing, with an
option to extend for a further 90 days and the Term Loan Facility
has tranches maturing 5 and 6 years from the closing. Gerdau S.A.
and certain of its Brazilian affiliates have guaranteed the
obligations of the borrowers under
both credit facilities.

The Bridge Loan Facility and the Term Loan Facility
are not secured by the assets of Gerdau Ameristeel or its
subsidiaries.

              About Gerdau Ameristeel Corporation

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a     
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                  About Chaparral Steel Company

Headquartered in Midlothian, Texas, Chaparral Steel Company  
(Nasdaq: CHAP)-- http://www.chaparralsteel.com/-- is a producer  
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.  

                         *      *     *

Mood'y Investor Services placed Chaparral Steel Company's
probability of default and long term corporate family ratings
at "Ba3" on  in July 2007.


CHRYSLER LLC: Phil F. Murtaugh Appointed as Asia Operations CEO
---------------------------------------------------------------
Chrysler LLC has appointed Philip Murtaugh as chief executive
officer for the company's Asia Operations.

In this role, Mr. Murtaugh will be responsible for all of
Chrysler's Asian operations, including China and India.  He will
report to Michael Manley, executive vice president for
International Sales.

"I can't think of anyone more qualified to lead our business
activities in this critical growth region," said Mr. Manley.  
"Phil has a proven track record and we are excited he has joined
our team."

"Growth in international markets and leveraging partnerships are
cornerstones of the Chrysler Recovery and Transformation Plan,"
said Thomas W. LaSorda, vice-chairman and president.

Mr. Murtaugh was executive vice president of Chinese automaker
Shanghai Automotive Industry Corp.  SAIC is China's largest
automotive company with sales of 1.3 million vehicles per year.  
SAIC has over 70 subsidiary companies in the automotive business,
including well-known joint ventures with General Motors and
Volkswagen.

Before joining SAIC, Mr. Murtaugh served as chairman and CEO of
the General Motors China Group from June 2000 until April 2005.  
Based in Shanghai, he was responsible for the overall coordination
of GM's extensive operations in mainland China and Taiwan.  He
also was a member of GM's Asia Pacific Strategy Board.

Mr. Murtaugh earlier served as executive vice president of
Shanghai General Motors and General Manager of GM China's Shanghai
representative office.  He was part of the negotiating team and
played a key role in the launch of Shanghai General Motors, GM's
largest venture in China.

Since joining GM in 1973 as a General Motors Institute student
with Fisher Body, Mr. Murtaugh held several positions in
production, manufacturing, die and metal stamping, and product
planning in the United States, Japan and China.  These include
director of manufacturing for GM Overseas Corporation in Japan,
executive assistant to the executive director of product planning
at Isuzu Motors and President of IBC in Luton, England.

In addition to a bachelor's degree from GMI (now Kettering
University), Mr. Murtaugh holds a master's degree in industrial
management from Stanford University.  A U.S. citizen, Murtaugh is
married with four children.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CHRYSLER LLC: May Drop Some Models Due to Market Slump
------------------------------------------------------
Chrysler LLC is reviewing its restructuring plan in the wake of
the downturn in the U.S. vehicle market and may stop producing
some of its Chrysler, Dodge and Jeep models, The Financial Times
reports, quoting Chrysler CEO Bob Nardelli.

Mr. Nardelli told the Automotive Press Association in Detroit that
his motto was "listen, learn and lead," and that his "goal is not
to slow things down but to speed things up -– a bias for
decision," FT relates.

Meanwhile, Ron Gettelfinger, president of the United Auto Workers
union, has expressed his confidence in the intentions of Chrysler
LLC's new private equity owner, Reuters relates.  

The union leader believes in the assurance given by Stephen
Feinberg, the founder of Cerberus Capital Management LLC that he
is committed to saving Chrysler rather than selling off its parts.

"I am confident that they are not coming into this with an
attitude of strip and flip," Mr. Gettelfinger said, Reuters notes.  
"I don't think they will own it forever, but they will take it
public again, I assume," he added.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CHRYSLER LLC: Reveals 0% APR Incentive Plan for September 2007
--------------------------------------------------------------
Chrysler LLC has disclosed that it will continue its low-rate
financing through Oct. 1, 2007, with a 0% APR offering for 72
months or a 0% APR offering for 60 months on select 2007 model
year vehicles.

Separately, the company will offer consumer cash and competitive
lease rates.  These different options give customers many choices
when purchasing a new Chrysler, Jeep or Dodge vehicle.

"Chrysler will extend its low-rate financing into September, with
a 0% APR offering for 72 months on select 2007 models," said
Michael Keegan, vice president for Volume Planning and Sales
Operations.  "We will continue to focus on our great products and
the 2007 model year-end clearance while emphasizing the new
Lifetime Powertrain Warranty."

The 0% APR offering for 72 months includes the following 2007
model year vehicles: Chrysler Aspen; Chrysler Town & Country and
Dodge Grand Caravan minivans; Jeep Commander; Dodge Dakota and the
Dodge Durango.

The 0% APR on select 2007 models for 60 months includes the
following vehicles: Chrysler Pacifica; Jeep Grand Cherokee; Jeep
Liberty and the Dodge Ram 1500 Regular and Quad-Cab Pickup Trucks.

                      About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                          *    *    *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC's (B/Negative/--) $10 billion senior
secured first-lien term loan facility due 2013, following various
changes to terms and conditions prior to closing.  The $10 billion
first-lien term loan now consists of a $5 billion "first-out"
tranche and a $5 billion "second-out" tranche, so the aggregate
amount of first-lien debt remains unchanged.
     
Accordingly, S&P assigned a 'BB-' rating to the $5 billion "first-
out" first-lien term loan tranche.  This rating, two notches above
the corporate credit rating of 'B' on Chrysler LLC, and the '1'
recovery rating indicate S&P's expectation for very high recovery
in the event of payment default.  S&P also assigned a 'B' rating
to the $5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


CT CDO: Adequate Credit Support Prompts S&P to Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on the
collateralized debt obligation certificates from CT CDO III
Ltd./CT CDO III Corp.
     
The affirmations reflect credit support levels that adequately
support the current ratings.
     
As of the Aug. 21, 2007, remittance report, the collateral pool
consisted of 22 classes of subordinated fixed-rate commercial-
backed securities (CMBS) pass-through certificates, with an
aggregate principal balance of $332.6 million, down from 23
certificates with a $341.3 million principal balance at issuance.  
The collateral pool consists of 14 distinct CMBS transactions
issued between 1996 and 1999.  Seventy-three percent of the
collateral balance is concentrated in five underlying
transactions:

     -- Deutsche Mortgage & Asset Receiving Corp.'s series
        1998-C1 (22%);

     -- GMAC Commercial Mortgage Securities Corp.'s series
        1998-C2 (22%);

     -- GMAC Commercial Mortgage Securities Corp.'s series
        1997-C2 (13%);

     -- GS Mortgage Securities Corp. II's series 1998-C1 (8%);
        and

     -- Asset Securitization Corp.'s series 1996-MD6 (8%).
     
The 14 CMBS transactions are collateralized by 1,324 loans with an
outstanding principal balance of $6.5 billion, down from 1,931
loans with an aggregate principal balance of $10.6 billion at
issuance.  The certificates in the collateral pool with public
ratings from Standard & Poor's (28% of the current trust balance)
and those with credit estimates (72% of the current trust balance)
exhibit credit characteristics consistent with 'BB' rated
obligations, up from 'B' at issuance.  Thirty percent of the
certificates have investment-grade ratings or have received credit
estimates commensurate with investment-grade obligations, compared
with 3% at issuance.
     
The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  As such, losses associated with the loans
are first realized by the CMBS trusts that issued the pass-through
certificates.  Realized losses on the first-loss positions will
directly result in principal losses to the unrated "O" class from
CT CDO III Ltd./CT CDO III Corp.  Currently, first loss positions
account for 13% of the collateral.  Subordination is available to
the remaining collateral to absorb various loss amounts before the
CT CDO III
Ltd./CT CDO III Corp. certificates are affected.  Standard &
Poor's analysis included loss projections on the underlying
collateral and an evaluation of the impact of those losses on the
transaction's capital structure.  The resultant credit support
levels adequately support the affirmed ratings.
        
                        Ratings Affirmed
     
                CT CDO III Ltd./CT CDO III Corp.
                        CDO certificates

                        Class      Rating
                        -----      ------
                        A-1        AAA
                        A-2        AAA
                        B          AA
                        C          A
                        D          A-
                        E          BBB+
                        F          BBB
                        G          BBB-
                        H          BB+
                        J          BB
                        K          BB-
                        L          B+
                        M          B
                        N          B-


DANA CORP: Disclosure Statement Scheduled on October 23
-------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York set a hearing on Oct. 23, 2007, to
consider the adequacy of the Disclosure Statement explaining Dana
Corp. and its debtor-affiliates' Joint Chapter 11 Plan of
Reorganization.

Objections to the Disclosure Statement, if any, must be filed by
October 12.

Not later than September 24, 2007, the Debtors will cause the
publication of the Disclosure Statement Notice in the national
editions of The Wall Street Journal and USA Today and the daily
edition of The Blade.

                         Treatment of Claims

On August 31, the Debtors filed with the Court their Joint Plan
and Disclosure Statement explaining that Plan.

The joint plan of reorganization provides for the treatment of
claims against and interests on the Debtors:

Class  Description       Claim Treatment
-----  -----------       ---------------
N/A    Administrative    Paid in full in Cash.
        Claims            
                          Estimated Range of Claims: approximately
                          $107,000,000

N/A    Priority Tax      Paid in full in Cash.        
        Claims

1      Priority Claims   Unimpaired.  Holder of Claim will  
                          receive Cash equal to the amount of the
                          Allowed Priority Claim.

                          Estimated Aggregate Allowed Amount:
                          $1,000,000

                          Estimated Recovery: 100%

2A     Secured Claims,   Unimpaired.  Claim holder will:
        other than        
        Toledo-Lucas        (a) receive payment in Cash, in full;
        County Port      
        Authority's
        Secured Claim       (b) have its Allowed Secured Claim
                                reinstated; or

                            (c) receive the collateral securing
                                that Allowed Secured Claim.

                          Holders of an Allowed Secured Tax Claim
                          will not be entitled to receive any
                          payment on account of any penalty
                          arising with respect to or in connection
                          with that Allowed Secured Tax Claim.

                          Estimated Aggregate Allowed Amount:
                          $4,000,000

                          Estimated Recovery: 100%

2B     Secured Claims    Unimpaired.  Holder of an Allowed
        Against Debtor    Secured Claim against EFMG will:
        EFMG LLC          
                           (a) receive payment in Cash in full;

                           (b) have its Allowed Secured Claim
                               reinstated; or

                           (c) receive the collateral securing
                               that Allowed Secured Claim.

                          Holders of an Allowed Secured Tax Claim
                          will not be entitled to receive any
                          payment on account of any penalty
                          arising with respect to that Allowed
                          Secured Tax Claim.

                          Estimated Aggregate Allowed Amount: $0

                          Estimated Recovery: 100%

2C     Port Authority    Impaired.  The Port Authority Secured
        Secured Claim     Claim will be satisfied by:

                           (a) Reorganized Debtor
                               Torque-Traction Technologies,
                               LLC, entering into and assuming
                               the Port Authority Lease, as
                               amended;

                           (b) New Dana Holdco executing and
                               delivering an amended guaranty;
                               and

                           (c) Reorganized Torque-Traction and
                               New Dana Holdco executing and
                               delivering any other agreements
                               necessary to implement the
                               Debtors' settlement with the Port
                               Authority.

                          Aggregate Allowed Amount: $18,875,000

                          Aggregate Recovery: 95%

3      Asbestos          Unimpaired.  Asbestos PI Claims will be
        Personal Injury   reinstated on the Effective Date.
        Claims
                          Estimated Recovery: 100%

4      Convenience       Unimpaired.  Holder of an Allowed
        Claims Against    Convenience Claim will receive Cash
        Consolidated      equal to the amount of the Allowed
        Debtors           Claim.

                          Estimated Aggregate Allowed Amount:
                          $10,000,000

                          Estimated Recovery: 100%

5A     General           Unimpaired.  Holders of Allowed General
        Unsecured Claim   Unsecured Claims will receive Cash equal
        Against EFMG      to amount of that Allowed Claim.

                          Estimated Aggregate Allowed Amount:
                          $3,000,000

                          Estimated Recovery: 100%

5B     5.85% Bond        Impaired.  Each holder of an Allowed  
        Claims            5.85% Bond Claim will receive:

                           (a) on the Effective Date, its pro
                               rata share of the Distributable
                               Shares of New Dana Holdco Common
                               Stock and the Distributable
                               Excess Minimum Cash; or

                           (b) after the Effective Date, the
                               periodic distributions of
                               Reserved Shares and Reserved
                               Excess Minimum Cash.

                          Estimated Aggregate Allowed Amount:
                          $462,100,000

                          Estimated Recovery: 69% to 90%

5C     6.5% or 7% Bond   Impaired.  Each holder of an Allowed
        Claims            Claim will receive:

                           (a) on the Effective Date, its pro
                               rata share of the Distributable
                               Shares of New Dana Holdco Common
                               Stock and the Distributable
                               Excess Minimum Cash; or

                           (b) after the Effective Date, the
                               periodic distributions of
                               Reserved Shares and Reserved
                               Excess Minimum Cash.

                         Estimated Aggregate Allowed Amount:
                         $953,200,000

                         Estimated Recovery: 69% to 90%

5D     9% Bond Claims    Impaired.  Each holder of an Allowed
                          Claim will receive:

                           (a) on the Effective Date, its pro
                               rata share of the Distributable
                               Shares of New Dana Holdco Common
                               Stock and the Distributable
                               Excess Minimum Cash; or

                           (b) after the Effective Date, the
                               periodic distributions of
                               Reserved Shares and Reserved
                               Excess Minimum Cash.

                          Estimated Aggregate Allowed Amount:
                          $128,400,000

                          Estimated Recovery: 69% to 90%

5E     10.125% Bond      Impaired.  Each holder of an Allowed
        Claims            Claim will receive:

                           (a) on the Effective Date, its pro
                               rata share of the Distributable
                               Shares of New Dana Holdco Common
                               Stock and the Distributable
                               Excess Minimum Cash; or

                           (b) after the Effective Date, the
                               periodic distributions of
                               Reserved Shares and Reserved
                               Excess Minimum Cash.

                          Estimated Aggregate Allowed Amount:
                          $77,000,000

                          Estimated Recovery: 69% to 90%

5F     Other General     Impaired.  Each holder of an Allowed        
        Unsecured         Claim will receive:
        Claims Against
        Consolidated         (a) on the Effective Date, its pro
        Debtors                  rata share of the Distributable
                                 Shares of New Dana Holdco Common
                                 Stock and the Distributable
                                 Excess Minimum Cash; or

                             (b) after the Effective Date, the
                                 periodic distributions of
                                 Reserved Shares and Reserved
                                 Excess Minimum Cash.

                          Estimated Aggregate Allowed Amount:
                          $879,300,000 to $1,629,300,000

                          Estimated Recovery: 69% to 90%

5G     Union Claim       Impaired.  The Debtors will make the UAW
                          and USW Retirees VEBA Contributions.

                          Estimated Aggregate Amount:
                          $1,100,000,000

                          Estimated Recovery: 69%

6A     Prepetition       Impaired.  Prepetition Intercompany
        Intercompany      Claims that are not eliminated by
        Claims            operation of law in the Restructuring
                          Transactions will be deemed settled, and
                          compromised in exchange for the
                          consideration and other benefits
                          provided to holders of Prepetition
                          Intercompany Claims and are not entitled
                          to any distribution of Plan
                          consideration.

                          Estimated Recovery: 0%

6B     Claims of         Unimpaired.  Claims of wholly owned and
        Wholly Owned      majority owned non-debtor affiliates
        and Majority      other than Dana Credit Corporation will
        Owned Non-Debtor  be reinstated.
        Affiliates
        other than Dana   Estimated Recovery: 100%
        Credit
        Corporation

6C     DCC Claims        Impaired.  The Reorganized Debtors will
                          satisfy in Cash DCC's outstanding
                          liability under the DCC Bonds.

                          Aggregate Claim Amount: $325,000,000

                          Estimated Recovery: 35%

7A     Old Common        Impaired.  On the Effective Date, the
        Stock of Dana     Old Common Stock of Dana and all
        Interests         Interests related thereto will be
                          canceled, and each holder of Old Dana
                          common stock will receive a contingent,
                          residual interest in the Disputed
                          Unsecured Claims Reserve Assets after
                          all Allowed General Unsecured Claims
                          have been paid in full.

                          Old Common Stock outstanding as of
                          July 31, 2007: 150,202,981 shares

                          Estimated Recovery: 0%

7B     Section 510(b)    Impaired.  Holders of Section 510(b) Old
        Old Common Stock  Common Stock Claims will receive a
        Claims Against    contingent, residual interest in the
        Consolidated      Disputed Unsecured Claims Reserve Assets
        Debtors           after all Unsecured Claims have been
                          paid in full.

                          Estimated Recovery: 0%

8      Subsidiary        Unimpaired.  On the Effective Date, the
        Debtor Equity     Subsidiary Debtor Equity Interests will
        Interests         be reinstated, subject to the
                          Restructuring Transactions.

                          Estimated Recovery: 100%

According to Marc S. Levin, acting secretary for Dana Corp., if
New Dana Holdco is valued at the midpoint reorganization value of
$3,996,000,000, recoveries to unsecured creditors in classes
5B, 5C, 5D, 5E and 5F would be:

  Total Claims Amount                   Estimated Recovery
  -------------------                   ------------------
  Between $2,500,000,000
  and $2,750,000,000                         82% to 90%
                 
  Between $2,750,000,000
  and $3,000,000,000                         75% to 82%
                 
  Between $3,000,000,000
  and $3,250,000,000                         69% to 75%

The Debtors are not seeking votes from holders of Claims and
Interests not impaired by the Plan.  The holders of Claims and
Interests in these Classes will be deemed to have voted to accept
the Plan:

   -- Class 1A (Priority Claims Against the Consolidated
      Debtors),

   -- Class 1B (Priority Claims Against EFMG),

   -- Class 2A (Secured Claims Against the Consolidated Debtors
      Other Than the Port Authority Secured Claim),

   -- Class 2B (Secured Claims Against EFMG),

   -- Class 3 (Asbestos Personal Injury Claims),

   -- Class 4 (Convenience Claims Against the Consolidated
      Debtors),

   -- Class 5A (General Unsecured Claims against EFMG),

   -- Class 6B (Claims of Wholly-Owned and Majority-Owned Non-
      Debtor Affiliates Other than DCC), and

   -- Class 8 (Subsidiary Debtor Equity Interests),

Although holders of Claims in Class 6A (Prepetition Intercompany
Claims) will be impaired under the Plan, each holder of a Claim
in Class 6A will be deemed to have accepted the Plan and,
therefore, will not have the right to vote with respect to the
Plan.

The Debtors are seeking votes from the holders of nine Classes of
allowed Claims and Interests on grounds that they are impaired
under the Plan, and the holders of Allowed Claims or Interests
are receiving a distribution under the Plan:

   -- Class 2C (Port Authority Secured Claim),

   -- Class 5B (5.85% Bond Claims),

   -- Class 5C (6.5% or 7% Bond Claims),

   -- Class 5D (9% Bond Claims),

   -- Class 5E (10.125% Bond Claims),

   -- Class 5F (Other General Unsecured Claims Against the
      Consolidated Debtors),

   -- Class 5G (Union Claim),

   -- Class 6C (DCC Claim),

   -- Class 7B (Section 510(b) Old Common Stock Claims Against
      the Consolidated Debtors), and

   -- Class 7A (Old Common Stock of Dana Interests).

A full-text copy of Dana's Joint Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?235d

A full-text copy of the Disclosure Statement accompanying Dana's
Plan is available for free at http://ResearchArchives.com/t/s?235e

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.  

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  (Dana Corporation Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


DANA CORP: New Jersey Objects to Disclosure Statement
-----------------------------------------------------
The state of New Jersey Department of Environmental Protection
tells the U.S. Bankruptcy Court for the Southern District of New
York that Dana Corp. and its debtor-affiliates' disclosure
statement explaining their Joint Plan of Reorganization failed to
mention their environmental obligations to the State and the
administrative action that the State has taken against them for
violation of environmental state laws.

Rachel Jeanne Lehr, Esq., in Trenton, New Jersey, relates that
Dana Corp., as an owner of an industrial establishment that
emitted hazardous substances, is required by the State, pursuant
to a Remediation Agreement, to establish and maintain a funding
source of $100,000 to guarantee the completion of remediation and
clean-up costs in its facility.

Dana Corp. owned and operated a facility located in the city of
Hurffville, Gloucester County, in New Jersey.

Ms. Lehr asserts that bankruptcy does not relieve the debtor of
its obligation to remediate its site of operations according to
State law and the Remediation Agreement.

                          About Dana Corp.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in
28 countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of Sept. 30,
2005, the Debtors listed $7,900,000,000 in total assets and
$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of
Non-Union Retirees.  

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  (Dana Corporation Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


DELTA AIR: Fitch Lifts EETC's Ratings and Removes Positive Watch
----------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
these classes of Delta Air Lines Enhanced Equipment Trust
Certificate transactions:

Delta Air Lines Pass Through Certificates, Series 2000-1:

  -- Class A1 upgraded to 'BBB-' from 'B', removed from Rating    
     Watch Positive;

  -- Class A2 upgraded to 'BBB-' from 'B', removed from Rating
     Watch Positive;

  -- Class B upgraded to 'BB-' from 'CCC', removed from Rating
     Watch Positive and the Distressed Recovery rating of 'DR1'
     is also removed.

Delta Air Lines Pass Through Certificates, Series 2001-1:

  -- Class A1 upgraded to 'BBB-' from 'B', removed from Rating
     Watch Positive;

  -- Class A2 upgraded to 'BBB-' from 'B', removed from Rating
     Watch Positive;

  -- Class B upgraded to 'BB-' from 'CCC', removed from Rating
     Watch Positive and 'DR1' is also removed.

Delta Air Lines European Enhanced Equipment Trust Certificates,
Series 2001-2:

  -- Class A upgraded to 'A+' from 'BBB-', removed from Rating
     Watch Positive;

  -- Class B upgraded to 'B+' from 'CCC', removed from Rating
     Watch Positive and 'DR1' is also removed.

Delta Air Lines Pass Through Certificates, Series 2002-1:

  -- Class C upgraded to 'B+' from 'CC', removed from Rating
     Watch Positive and 'DR5' is also removed.

EETC's are hybrid corporate-structured debt obligations in which
payment on the notes is effectively supported by the underlying
corporate entity, while structured elements of the transaction
provide protection to investors in the event of issuer default.  
As such, Fitch's ratings on EETC transactions begin with the
underlying Issuer Default Rating of the issuing entity and are
adjusted upward depending on the structural enhancements in place.  
Based on the foregoing, Fitch lowered its EETC ratings for Delta
following their Sept. 14, 2005 bankruptcy filing.  The upgrades
reflect the improved credit quality of the transactions following
Delta's Chapter 11 bankruptcy restructuring.

Additionally, Fitch Ratings has removed from Ratings Watch
Positive and withdrawn the ratings on these classes of Delta Pass
Through Certificates due to a lack of sufficient information to
maintain the ratings.

Delta Air Lines Pass Through Certificates, Series 1992:

  -- Class B2 rated 'CC/DR4'.

Delta Air Lines Pass Through Certificates, Series 1993:

  -- Class A2 rated 'CC/DR4'.


DOUBLE D: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Double D Property Investments, L.L.C.
        5 Parnell Court
        Sacramento, CA 95825

Bankruptcy Case No.: 07-27386

Type of business: The Debtor is a real estate holding company.

Chapter 11 Petition Date: September 12, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

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

Total Assets: $2,605,982

Total Debts:  $2,460,078

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Silverado Bank                 bank loan; value        $1,150,000
2270 Douglas Boulevard,        of collateral:
Suite 220                      $1,000,000
Roseville, CA 95661

North Point Business Park      trade debt                 $25,000
P.O. Box 994
Carmichael, CA 95609

Winn Winn Group, Inc.          trade debt                  $1,395
2816 T. Street
Sacramento, CA 95816

Franchise Tax Board            tax liability                 $800
Bankruptcy Unit


EAGLE FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Eagle Financial Holdings, L.L.C.
        1226 Michigan Avenue
        Winter Park, FL 32789

Bankruptcy Case No.: 07-04292

Chapter 11 Petition Date: September 13, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Peter N. Hill, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Wayne Sparling                                        $160,000
   P.O. Box 2245
   Apopka, FL 32704

   Paul Van Schepen                                      $140,000
   P.O. Box 2245
   Apopka, FL 32704

   Cobblestone Financial Group, Inc.                     $136,039
   P.O. Box 2245
   Apopka, FL 32704

   Bellsouth Advertising & Pub.                           $77,000

   Lee-Fair, Inc.                                         $75,000

   R.H. Donnelley Publishing                              $61,000

   Robert Faircloth                                          $486

   Karen M. Clarke                                           $483

   Cathan L. Mills                                           $417

   Christina M. Wilson                                       $404

   Marie F. Lorfils                                          $401

   Judith Garcia                                             $379

   Jeffery Ortiz                                             $374

   Linda S. Prestidge                                        $362

   Jana L. Bridges                                           $357

   Thomas Scata, Jr.                                         $350

   Patricia Guice                                            $342

   Blanca I. Ventura                                         $340

   Jenny J. Estrella                                         $294

   Luz H. Esperanza                                          $293


ENRIQUE SOLIS: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Enrique Solis
        dba Sol Well Service Co.
        dba Triple S Lease Work
        Augustina Solis
        P.O. Box 1115
        Crane, TX 79731

Bankruptcy Case No.: 07-70203

Type of business: The Debtor provides oil field services.

Chapter 11 Petition Date: September 12, 2007

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Vivian Lea Borland, Esq.
                  213 North Main, Suite 101
                  Midland, TX 79701
                  Tel: (432) 684-5290

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                                 $660,815
P.O. Box 21126
Philadelphia, PA 19114
                                                                                                                                                                                                                                                                                                                                                                                                                                        
Option One                     value of security:        $279,295
P.O. Box 82103                 $1
Los Angeles, CA 90009

Mary Morrison                                            $150,000
3708 W.C.R. 59
Midland, TX 79707

Security State Bank            value of security:        $103,771
                               $2

Ford Motor Credit              value of security:         $40,263
                               $1

G.M.A.C. Auto                  value of security:         $38,856
                               $1

Harley Davidson                value of security:         $18,750
                               $1

Chase                                                     $10,964

Collectrite, Inc.                                          $3,543

Portfolio Recoveries                                       $2,761

Security State Bank                                        $1,465

N.C.O.-Medclr                                                $900

First Collection Services                                    $519

Collection                                                   $520

H.S.B.C. N.V.                                                $236

Merchants & Professional                                     $194
Credit Bureau


EXPRESS LLC: S&P Lowers Corporate Credit Rating to B- from B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Express LLC to 'B-' from 'B'.  The outlook is stable.
     
The downgrade is the result of S&P's further review of Columbus,
Ohio-based Express's capital structure after Golden Gate Capital's
purchase of a 75% interest in the company.  Golden Gate Capital's
equity contribution has taken on more debt-like characteristics as
it is now comprised of $335 million of equity and the contribution
of a $150 million unsecured four-year term loan.  The loan resides
in an entity created for the purpose of holding Golden Gate
Capital's 75% interest in Express Holdings LLC.  The unsecured
term loan has a high coupon and can either be paid PIK or with
cash.
      
"Although Express is not obligated to pay interest on the loan,"
said Standard & Poor's credit analyst Diane Shand, "for the
purpose of our rating analysis, we view these kinds of instruments
as adding significant pressure on Express to dividend cash to pay
off the obligation."


FAIRPOINT COMMS: Paying $0.398/Share Dividend on October 16
-----------------------------------------------------------
The board of directors of FairPoint Communications Inc. declared a
dividend of $0.39781 per share on FairPoint's common stock.  The
dividend is payable on Oct. 16, 2007, to shareholders of record at
the close of business on Sept. 28, 2007.
    
Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- offers an array of  
services to residential and business customers including: local
voice, long distance and data products.  The company operates in
18 states with 311,150 access line equivalents, including voice
access lines and high speed data lines, which include digital
subscriber lines (wireless broadband and cable modem in service as
of Dec. 31, 2006.   

                          *     *     *

Moody's Investor Services assigned B1 on FairPoint Communications
Inc.'s probability of default and long term corporate family
ratings on January 2005.  The outlook is stable.  The ratings hold
to date.


FLINKOTE CO: Wants Exclusive Plan Filing Extended to December 31
----------------------------------------------------------------
Flinkote Company and Flinkote Mines Ltd. ask the United States
Bankruptcy Court for the District of Delaware to further extend
their exclusive periods to:

   a. file a Chapter 11 plan through and including
      Dec. 31, 2007; and

   b. solicit acceptances of that plan until Feb. 29, 2008.

The Debtors tell the Court that the Official Committee of Asbestos
Personal Injury Claimants and legal representative of future
asbestos claimants support the Debtors' request.

The Debtors say a hearing has been set for Nov. 27, 2007, to
consider the adequacy of the Debtors and the Asbestos Claimants
Committee's Disclosure Statement explaining their Joint Chapter 11
Reorganization Plan.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, said
the Debtors need more time to obtain confirmation from the Court.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The company and its affiliate,
Flintkote Mines Limited, filed for chapter 11 protection on
April 30, 2004 (Bankr. D. Del. Case No. 04-11300).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G. McLamb,
Esq., at Pachulski, Stang, Ziehl, & Jones P.C., represent the
Debtors in their restructuring efforts.  The Bankruptcy Court
appointed James J. McMonagle as the Legal Representative for
Future Asbestos Personal Injury Claimants for Flintkote and Mines
on Aug. 26, 2004, and Sept. 9, 2004, respectively.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


FOOT LOCKER: Incurs $18 Million Net Loss in Quarter Ended Aug. 4
----------------------------------------------------------------
Foot Locker Inc. reported a net loss of $18.0 million for the
second quarter ended Aug. 4, 2007, compared to net income of
$14.0 million last year.  Second quarter sales decreased 1.5% to  
$1.28 billion this year compared with sales of $1.30 billion for  
the corresponding prior year period.  Second quarter comparable-
store sales decreased 7.3%.

"Our second quarter results reflected lower than expected sales
and the impact of a strategic decision to significantly accelerate
the clearance of slow-selling merchandise inventory in our U.S.
stores," stated Matthew D. Serra, Foot Locker Inc.'s chairman and
chief executive officer.  "This inventory clearance strategy
resulted in markdowns increasing in our U.S. stores by
$50.0 million, at cost, versus the second quarter of last year.  
As a result, we are now better positioned to offer more exciting
and compelling products for the fall season.  At the same time,
the division profit of our international stores increased
approximately 20.0% from the same period last year, (excluding the
$17.0 million pre-tax charge recorded in 2006 to write down long-
lived assets pursuant to SFAS 144)."

For the first six months of the year, the company reported a net
loss of $1.0 million, compared with net income of $73.0 million   
last year.  Year-to-date sales decreased 2.6% to $2.60 billion
compared with sales of $2.67 billion last year.  Comparable-store
sales decreased 6.2%

At the end of the second quarter, the company's cash and short-
term investments totaled $363.0 million.  The company's cash
position, net of debt, increased by $86.0 million from the same
time last year.  During the second quarter, the company
repurchased 1.1 million shares of its common stock for
$24.0  million.  For the first six months of the year, the company
repurchased 2.3 million shares for $50.0 million.

The company's merchandise inventory at the end of the second
quarter was 1.6% lower than at the end of the second quarter last
year.  Stated in constant currency dollars, the company's
merchandise inventory decreased 3.2% versus last year.    
Merchandise inventory in the company's U.S. stores was
approximately 4.0% lower than last year, with goods older than 12
months reduced from last year by approximately 40.0%.  At the
company's international stores, merchandise inventory was
essentially flat with last year.

                        Store Base Update

During the first six months of the year, the company opened 78 new
stores, remodeled/relocated 129 stores and closed 115 stores.  At
Aug. 4, 2007, the company operated 3,905 stores in 20 countries in
North America, Europe and Australia.  In addition, seven  
franchised stores were operating in the Middle East.  During the
first week of the third quarter, the company converted its
Footquarters stores to Foot Locker and Champs Sports outlet
stores.

During the next six months of 2007, the company currently expects
to open approximately 40 stores and, as previously announced,
close 135 to 150 unproductive stores.  Approximately 90 of the
estimated store closings are expected to occur at or near their
normal lease expiration and have minimal or no expense impact to
the company.  Depending on the outcome of landlord negotiations,
50 to 60 of the stores are expected to close prior to normal lease
expiration.  The cash costs associated with closing these 135 to
150 stores are expected to be essentially offset by the cash
benefits of the working capital reduction.

Mr. Serra continued, "Given the uncertainty of several factors
that may affect our financial results, we are not providing a
financial forecast for the balance of the year at this time.  
These uncertainties include the current challenging athletic
retail environment in the U.S. and incremental costs associated
with the closing of the additional stores.  In addition, we will
continue to assess the impact of the recent merchandise
initiatives on the financial results of our domestic businesses
during the fall 2007 season.  This assessment may include an
analysis of the recoverability of store long-lived assets pursuant
to SFAS 144 that may result in a non-cash impairment charge."

At Aug. 4, 2007, the company's consolidated balance sheet showed
$3.34 billion in total assets, $1.10 billion in total liabilities,
and $2.24 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 4, 2007, are available for
free at http://researcharchives.com/t/s?2364

                       Credit Facility

The company discloses that it has a $200.0 million revolving
credit facility.  Other than to support standby letter of credit
commitments, of which $14.0 million were in place at Aug. 4, 2007,
the revolving credit facility has not been used during 2007.

In 2004, the company obtained a 5-year, $175.0 million amortizing
term loan from the bank group participating in the revolving
credit facility, of which $88.0 million is outstanding as of
Aug. 4, 2007.  Under the company's revolving credit and term loan
agreement the company is required to satisfy certain financial and
operating covenants, including a minimum fixed charge coverage
ratio.  In addition, this agreement restricts the amount the
company may expend in any year for dividends to 50% of its prior
year's net income.

As reported in the Troubled Company Reporter on Sept. 14, 2007,
the company disclosed that based on its second quarter financial
results and business uncertainties for the second half of the
year, it may not continue to be in compliance with the fixed
charge coverage ration.

                        About Foot Locker

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

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Ratings Services said its ratings, including the
'BB+' corporate credit rating, on Foot Locker Inc. will remain on
CreditWatch with negative implications, where they were placed on
Aug. 18, 2006.  


FREEPORT-MCMORAN: General Cable to Buy Global Wire & Cable Biz
--------------------------------------------------------------
General Cable Corporation last week said that it has agreed to
acquire the global wire and cable business of Freeport-McMoRan
Copper & Gold Inc., which operates as Phelps Dodge International
Corporation.

The purchase price is approximately $735 million, subject to
adjustment as provided in the Stock Purchase Agreement.  In
addition to utilizing its available cash, the company has secured
commitments from Merrill Lynch Capital Corporation to provide an
increased secured revolving line of credit and an additional
secured interim loan necessary to fund the purchase price.

On an annual basis, General Cable estimates that the acquisition
will contribute approximately $1.4 billion in revenues at current
metal prices and is expected to be accretive to earnings in the
first full year by $0.20 to $0.30 cents per share based upon 2006
results.  The combined companies expect to derive additional
benefits over time through cross-selling opportunities, logistics
and purchasing synergies, and the implementation of best practices
throughout the entire organization.  Phelps Dodge's performance in
the first half of 2007 continued to trend positively.

                    Key Strategic Rationale

The acquisition offers General Cable an opportunity to further
enhance its global scale and worldwide leadership in the wire and
cable industry with critical mass in many emerging markets.  
Phelps Dodge brings a number of very positive characteristics,
including:

    * Complementary geographic coverage focused on energy
      infrastructure, construction and industrial cables serving
      emerging and faster growing markets in Latin America, sub-
      Saharan Africa, Southeast Asia, as well as India and China.

    * Experienced management team doing business in 45 countries
      around the world.

    * Demonstrated expertise in aerial and buried high-voltage
      transmission systems.

    * Addition of a well-recognized, highly respected brand in the
      wire and cable industry with more than 50 years of history.

    * Shared business philosophies of safety, Lean manufacturing,
      and a "One Company" approach to internal operations and
      customers.

    * Accretive in year one with significant upside potential.

"The acquisition of PDIC is truly a unique opportunity, greatly
accelerating our initiative to expand into many of the faster
growing emerging economies of the world," said Gregory B. Kenny,
President and Chief Executive Officer of General Cable.  "We are
effectively merging one company principally concentrated in North
America, Western Europe and Oceania with one focused in Latin
America, sub-Saharan Africa and Southeast Asia.  In addition, PDIC
shares many of the same philosophies that have defined General
Cable over the years which include an emphasis on safety, Lean
manufacturing, strong operating systems and a "One Company"
approach to internal operations and customers.  PDIC has an
experienced and disciplined management team led by Mathias
Sandoval, President of Phelps Dodge International Corporation,"
Kenny continued.

"Mr. Sandoval has spent 24 years with PDIC and has developed a
reputation for operating effectively in multiple cultures.  His
strong and sustaining global vision has underpinned superior
operating results and exceptional asset utilization. We are
delighted that Mr. Sandoval has agreed to continue to lead the
PDIC organization post-acquisition, as well as assume additional
operating responsibility for certain existing General Cable
assets.  Mathias' skills will complement the General Cable senior
management team who have successfully expanded the geographic
footprint and served markets of the Company over the last ten
years.  We also believe there is an opportunity to utilize
capacity within the PDIC organization to support our recent
expansion into new markets, utilizing less capital than previously
contemplated," Kenny said.

                     Transaction Details

Under the terms of the transaction, which has been unanimously
approved by General Cable's Board of Directors, General Cable will
acquire 100% of the shares held by Freeport and its subsidiaries
in the various entities comprising Freeport's wire and cable
business.  The purchase price is subject to adjustment to take
into account the net effect of any dividends and other
distributions made from, and capital contributions made to, the
entities being acquired from March 31, 2007.  In addition, as part
of the transaction, General Cable will be assigned the rights in
the "Phelps Dodge International Corporation" and "PDIC" brands
well known in the wire and cable industry.  Subject to the
satisfaction of customary closing conditions and the receipt of
clearances or waivers from competition and regulatory authorities
in relevant jurisdictions, the transaction is expected to close
during the fourth quarter of 2007.

Merrill Lynch & Co. acted as exclusive financial advisor and
provided a fairness opinion to General Cable in connection with
the transaction. Blank Rome LLP and Norton Rose LLP served as
General Cable's external legal counsel.

                      About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                     About Freeport-McMoRan

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX)
-- http://www.fcx.com/-- is an international mining industry
leader based in North America with large, long-lived,
geographically diverse assets and significant proven and
probable reserves of copper, gold and molybdenum.  Freeport-
McMoRan has one of the most dynamic portfolios of operating,
expansion and growth projects in the copper mining industry.
The Grasberg mine in Indonesia, the world's largest copper and
gold mine in terms of reserves, is the company's key asset.
Freeport-McMoRan also operates significant mining operations in
North and South America and is developing the world-class Tenke
Fungurume project in the Democratic Republic of Congo.

The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.  PDIC was acquired by Freeport as part of
the acquisition of Phelps Dodge Corporation in March 2007.

                        *     *     *

As reported in the Troubled Company Reporter on July 18, 2007,
Standard & Poor's Rating Services revised its outlooks on
Freeport-McMoRan Copper & Gold Inc. and its recently acquired
Phelps Dodge Corp. to positive from stable and affirmed all
ratings, including the 'BB+' corporate credit ratings.  In
addition, S&P assigned its 'BBB' bank loan rating and '1' recovery
rating to Freeport's new $2.45 billion term loan A facility, the
proceeds of which were used to reduce borrowings under its term
loan B facility.  The $3.95 billion credit facility (including the
existing $1.5 billion revolving credit facility) is rated 'BBB',
two notches above the corporate credit rating.  The '1' recovery
indicates expectations for very high (90%-100%) recovery in the
event of a payment default.


FRIENDLY ICE: Moody's Withdraws B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew all ratings of Friendly Ice
Cream Corporation's.  All but a small amount (about $7 million) of
the senior unsecured notes of Friendly were retired.  Moody's has
withdrawn this rating for business reasons.

Moody's withdrew these ratings:

-- Corporate family rating of B3

-- $175 million Senior Unsecured Notes due 2012, rated Caa1
    (LGD4/65%)

Friendly Ice Cream Corporation, headquartered in Wilbraham,
Massachusetts, operated 317 and franchised 198 family-style
restaurants largely in the Northeast as of April 1, 2007.  In
addition to the restaurant operations, the company manufactures
packaged ice cream desserts distributed through more than 4,000
supermarkets in twelve states.  Revenues for the last 12 months
ended April 1, 2007 totaled $528 million.


GAP INC: Reports $1.2 Billion August 2007 Net Sales
---------------------------------------------------
Gap Inc. reported net sales of $1.2 billion for the four-week
period ended Sept. 1, 2007, which represents a 4% increase
compared with net sales of $1.15 billion for the same period ended
Aug. 26, 2006.

Due to the 53rd week in fiscal year 2006, August 2007 comparable
store sales are compared to the four-week period ended Sept. 2,
2006.  On this basis, the company's comparable store sales for
August 2007 decreased 1% compared with a 7% decrease as reported
in August 2006.

Year-to-date net sales of $8.43 billion for the 30 weeks ended
Sept. 1, 2007, increased 2% compared with net sales of $8.30
billion for the 30-weeks ended Aug. 26, 2006.  Due to the 53rd
week in fiscal year 2006, fiscal year 2007 year-to-date comparable
store sales are compared to the 30 week period ended Sept. 2,
2006.  

On this basis, the company's year-to-date comparable store sales
decreased 4% compared with a 7% decrease as reported in the prior
year.

Comparable store sales by division for August 2007 were:

   -- Gap North America: positive 2% versus negative 11% for
      2006;

   -- Banana Republic North America: positive 7% versus
      positive 2% for the same period in 2006;

   -- Old Navy North America: negative 4% versus negative 8%
      last year; and

   -- International: negative 7% versus flat in 2006.

"Although merchandise margins were below last year, we're pleased
with the progress we're making across our brands," Sabrina
Simmons, executive vice president of Gap Inc. finance, said.

                         About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an    
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its international
presence with franchise agreements for Gap and Banana Republic
inSoutheast Asia and the Middle East.

                           *   *   *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GENERAL CABLE: Inks Pact to Buy Freeport's Wire & Cable Business
----------------------------------------------------------------
General Cable Corporation last week said that it has agreed to
acquire the global wire and cable business of Freeport-McMoRan
Copper & Gold Inc., which operates as Phelps Dodge International
Corporation.

The purchase price is approximately $735 million, subject to
adjustment as provided in the Stock Purchase Agreement.  In
addition to utilizing its available cash, the company has secured
commitments from Merrill Lynch Capital Corporation to provide an
increased secured revolving line of credit and an additional
secured interim loan necessary to fund the purchase price.

On an annual basis, General Cable estimates that the acquisition
will contribute approximately $1.4 billion in revenues at current
metal prices and is expected to be accretive to earnings in the
first full year by $0.20 to $0.30 cents per share based upon 2006
results.  The combined companies expect to derive additional
benefits over time through cross-selling opportunities, logistics
and purchasing synergies, and the implementation of best practices
throughout the entire organization.  Phelps Dodge's performance in
the first half of 2007 continued to trend positively.

                    Key Strategic Rationale

The acquisition offers General Cable an opportunity to further
enhance its global scale and worldwide leadership in the wire and
cable industry with critical mass in many emerging markets.  
Phelps Dodge brings a number of very positive characteristics,
including:

    * Complementary geographic coverage focused on energy
      infrastructure, construction and industrial cables serving
      emerging and faster growing markets in Latin America, sub-
      Saharan Africa, Southeast Asia, as well as India and China.

    * Experienced management team doing business in 45 countries
      around the world.

    * Demonstrated expertise in aerial and buried high-voltage
      transmission systems.

    * Addition of a well-recognized, highly respected brand in the
      wire and cable industry with more than 50 years of history.

    * Shared business philosophies of safety, Lean manufacturing,
      and a "One Company" approach to internal operations and
      customers.

    * Accretive in year one with significant upside potential.

"The acquisition of PDIC is truly a unique opportunity, greatly
accelerating our initiative to expand into many of the faster
growing emerging economies of the world," said Gregory B. Kenny,
President and Chief Executive Officer of General Cable.  "We are
effectively merging one company principally concentrated in North
America, Western Europe and Oceania with one focused in Latin
America, sub-Saharan Africa and Southeast Asia.  In addition, PDIC
shares many of the same philosophies that have defined General
Cable over the years which include an emphasis on safety, Lean
manufacturing, strong operating systems and a "One Company"
approach to internal operations and customers.  PDIC has an
experienced and disciplined management team led by Mathias
Sandoval, President of Phelps Dodge International Corporation,"
Kenny continued.

"Mr. Sandoval has spent 24 years with PDIC and has developed a
reputation for operating effectively in multiple cultures.  His
strong and sustaining global vision has underpinned superior
operating results and exceptional asset utilization. We are
delighted that Mr. Sandoval has agreed to continue to lead the
PDIC organization post-acquisition, as well as assume additional
operating responsibility for certain existing General Cable
assets.  Mathias' skills will complement the General Cable senior
management team who have successfully expanded the geographic
footprint and served markets of the Company over the last ten
years.  We also believe there is an opportunity to utilize
capacity within the PDIC organization to support our recent
expansion into new markets, utilizing less capital than previously
contemplated," Kenny said.

Phelps Dodge has manufacturing and distribution facilities around
the world with leading market positions in South and Central
America, Africa and Southeast Asia.  Phelps Dodge has
approximately 3,000 employees.  In addition to 10 majority-owned
manufacturing and numerous distribution facilities, Phelps Dodge
also has equity positions in wire and cable companies in China,
Hong Kong, and the Philippines.  For the year ended December 31,
2006, Phelps Dodge reported revenues of approximately $1.2 billion
and operating earnings of approximately $77 million.  In the first
six months of 2007, Phelps Dodge's operating performance continued
to strengthen as did its revenue base.

Phelps Dodge has little geographic overlap with General Cable.  
Sales are primarily focused on energy products for utility,
industrial and construction applications.  Additionally, Phelps
Dodge has copper and aluminum rod mills on three continents, a
source of competitive advantage in developing regions.

Just over half of Phelps Dodge's revenues are generated from
manufacturing assets located in South and Central America, where
leading market positions are held and where General Cable has a
minor presence.  Phelps Dodge brings over $200 million of revenues
in sub-Saharan Africa, where General Cable participates on a much
smaller scale.  Phelps Dodge is a leader in Southeast Asia and
India with positions that nicely complement General Cable's
current activities in India, China and Oceania.  As well, Phelps
Dodge has equity investments in two companies serving the Chinese
energy cable market as well as one in the Philippines.  Phelps
Dodge also has well developed global sales channels for its energy
infrastructure products made in Thailand and South America.
Based on reported 2006 sales of $4.8 billion, the combined
companies would have approximately 44% of revenues in North
America, 27% in Europe and the Middle East, 15% in South and
Central America, and 14% in Africa/Asia Pacific.

                     Transaction Details

Under the terms of the transaction, which has been unanimously
approved by General Cable's Board of Directors, General Cable will
acquire 100% of the shares held by Freeport and its subsidiaries
in the various entities comprising Freeport's wire and cable
business.  The purchase price is subject to adjustment to take
into account the net effect of any dividends and other
distributions made from, and capital contributions made to, the
entities being acquired from March 31, 2007.  In addition, as part
of the transaction, General Cable will be assigned the rights in
the "Phelps Dodge International Corporation" and "PDIC" brands
well known in the wire and cable industry.  Subject to the
satisfaction of customary closing conditions and the receipt of
clearances or waivers from competition and regulatory authorities
in relevant jurisdictions, the transaction is expected to close
during the fourth quarter of 2007.

Merrill Lynch & Co. acted as exclusive financial advisor and
provided a fairness opinion to General Cable in connection with
the transaction. Blank Rome LLP and Norton Rose LLP served as
General Cable's external legal counsel.

                        Third Quarter Update

"The markets are behaving approximately as we anticipated with
telecommunications and housing related cable demand remaining
soft, offset by energy infrastructure requirements and the
continued benefits of our Lean manufacturing initiatives. We
continue to expect revenues of approximately $1.1 billion for the
third quarter and earnings of $0.85 to $0.90 per share, consistent
with our previous guidance," Mr. Kenny concluded.

                     About Freeport-McMoRan

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX)
-- http://www.fcx.com/-- is an international mining industry
leader based in North America with large, long-lived,
geographically diverse assets and significant proven and
probable reserves of copper, gold and molybdenum.  Freeport-
McMoRan has one of the most dynamic portfolios of operating,
expansion and growth projects in the copper mining industry.
The Grasberg mine in Indonesia, the world's largest copper and
gold mine in terms of reserves, is the company's key asset.
Freeport-McMoRan also operates significant mining operations in
North and South America and is developing the world-class Tenke
Fungurume project in the Democratic Republic of Congo.

The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.  PDIC was acquired by Freeport as part of
the acquisition of Phelps Dodge Corporation in March 2007.

                      About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.


GENERAL CABLE: Intends to Offer $450MM Notes in Private Offering
----------------------------------------------------------------
General Cable Corporation disclosed on Sept. 12, 2007 that it
intends to commence a private offering, subject to market
conditions, that is expected to be up to $450 million in aggregate
principal amount of senior convertible notes.

The Notes may allow the holder to convert the Notes into the right
to receive the Company's common stock or cash, or a combination of
both.  The purpose of this offering is to fund a portion of the
purchase price for the previously disclosed acquisition of the
wire and cable business of Freeport-McMoRan Copper & Gold Inc. and
related costs, as well as funding the potential expansion of the
Company's business in the United States and in foreign countries,
the potential acquisition of other complementary businesses and
other general corporate purposes.

The Notes will be sold to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended.

The Notes and the common stock issuable upon conversion of the
Notes have not been registered under the Securities Act or any
state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state laws.

                      About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.


GENERAL CABLE: Freeport Deal Cues Moodys' to Review Ratings
-----------------------------------------------------------
Moody's Investors Service placed the ratings for General Cable
Corporation under review for possible downgrade following the
announcement that it had signed a definitive purchase agreement to
acquire the global wire and cable business of Freeport-McMoRan
Copper & Gold Inc. that operates as Phelps Dodge International
Corporation.  The purchase price is roughly $735 million, subject
to adjustments as provided in the underlying Stock Purchase
Agreement.

Moody's understands that General Cable will re-leverage its
balance sheet as a consequence of the PDIC acquisition, although
leverage on a proforma basis is estimated at 2.7 times.  Adjusted
for leases, leverage is still anticipated to remain within the
bounds of a Ba3 Corporate Family Rating.  The company expects to
fund the acquisition of PDIC through a combination of cash on
hand, utilization of its asset-based revolving credit facility
which will be expanded together with proceeds from an offering of
convertible notes.  A committed interim bridge facility will be at
the company's disposal as well.

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

Moody's will also give consideration to the company's anticipated
performance in light of a continuing decline in telecommunications
cable demand.  The potential for further deterioration in
residential construction in addition to the risk of a downturn in
the macroeconomy are also factors that Moody's will consider as
they could have a secondary impact on various segments of the
company's business.

PDIC is one of the largest and best-known wire and cable
businesses in the world, having been operated for the past 50
years as a division of Phelps Dodge and most recently, as a
division of Freeport.  The acquisition is being driven primarily
by complementary geographies and operating philosophies.  The
acquisition is subject to the receipt of clearances or waivers
from competition and regulatory authorities in relevant
jurisdictions with the deal anticipated to close during the fourth
quarter.

These ratings were placed under review for possible downgrade:

-- $125 million senior unsecured FRNs due 2015, B1 (LGD4, 63%)

-- $200 million senior unsecured notes due 2017, B1 (LGD4,
    63%)

-- $355 million senior unsecured convertible notes due 2013,
    at B1 (LGD4, 63%)

-- Corporate Family Rating, at Ba3

-- Probability of Default Rating, at Ba3

GCC, located in Highland Heights, Kentucky, is a leading global
developer and manufacturer within the wire and cable industry. The
firm markets copper, aluminum and fiber optic wire and cable
products globally.  For the last twelve months ended June 30,
2007, the company reported revenues of about $4.1 billion.


GERDAU AMERISTEEL: Completes Acquisition of Chaparral Steel
-----------------------------------------------------------
Gerdau Ameristeel Corporation has completed its acquisition of
Chaparral Steel Company, broadening Gerdau Ameristeel's
product portfolio and its range of structural steel products.

Chaparral's shareholders approved the merger at a special
shareholder meeting on Sept. 12, 2007.
    
On July 10, 2007, Gerdau Ameristeel had reached an agreement to
acquire Chaparral Steel.
    
"This is a defining moment in the history of our company," Mario
Longhi, president and CEO, Gerdau Ameristeel, said.  "This
solidifies our position as one of the major steel producers in our
region with a major market position in structural steel products
in addition to rebar and merchant bar products.  We are excited to
offer our customers the broadest
range of long steel products in the mini-mill sector."
    
"The completion of this acquisition confirms our global strategy
of being one of the consolidators in the steel industry," Andre
Gerdau Johannpeter, CEO of the Gerdau Group, said.  "We are
confident that the growth of our North American operations will
add value and bring benefits for our customers, shareholders,
employees and the communities in which we
operate."
    
Gerdau Ameristeel's acquisition of Chaparral Steel Company was
financed, in part, by a $1,150,000 Bridge Loan Facility and a
$2,750,000 Term Loan Facility which was provided by two separate
international syndicates of banks, each arranged by ABN AMRO Bank
N.V., HSBC and J.P. Morgan Securities Inc. Subsidiaries of Gerdau
Ameristeel are the borrowers under the facilities.
    
The Bridge Loan Facility matures 90 days from closing, with an
option to extend for a further 90 days and the Term Loan Facility
has tranches maturing 5 and 6 years from the closing. Gerdau S.A.
and certain of its Brazilian affiliates have guaranteed the
obligations of the borrowers under
both credit facilities.

The Bridge Loan Facility and the Term Loan Facility
are not secured by the assets of Gerdau Ameristeel or its
subsidiaries.

                   About Chaparral Steel Company

Headquartered in Midlothian, Texas, Chaparral Steel Company
(Nasdaq: CHAP) -- http://www.chaparralsteel.com/-- is a producer    
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.

               About Gerdau Ameristeel Corporation

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                         *     *     *

Moody's Investor Services placed Gerdau Ameristeel Corporation's
probability of default and long-term corporate family ratings at
"Ba1" in July 2007.


GRAFTECH INT'L: Solid Operating Results Cue S&P's Pos. Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on GrafTech
International Ltd. to positive from stable.  At the same time, S&P
affirmed all ratings on the company, including its 'B+' corporate
credit rating.
      
"The outlook revision reflects GrafTech's continued solid
operating results over the past few quarters due to higher
graphite electrode pricing and relatively steady demand, a trend
we expect will continue in the near term," said Standard & Poor's
credit analyst Marie Shmaruk.  As a result of the good operating
results, in addition to significant debt repayment due to the sale
of the company's cathodes business earlier in 2007, the company's
consolidated financial profile has improved to a level that we
would consider to be more consistent with a higher rating.
     
The ratings on GrafTech reflect its significant exposure to the
cyclical steel industry, limited supplier diversity, and continued
raw material cost pressure.  Still, the company maintains a good
market position in graphite electrodes, possesses healthy margins
driven by current favorable industry conditions, and its liquidity
position is adequate.
     
GrafTech manufactures carbon-based materials for use in various
applications.  Its primary product, graphite electrodes, accounts
for approximately 80% of sales.  Since the company sold its
cathodes business, it derives the balance of its sales from
advanced synthetic graphite products and thermal interface
products.  Because graphite electrodes are primarily used in
electric arc steel furnaces, the company is exposed to the
cyclical steel industry, which can result in volatile performance
and cash flows.  However, annual sales contracts dampen the
volatility somewhat.


INTERSTATE BAKERIES: Eliminates 215 Sales Management Positions
--------------------------------------------------------------
Interstate Bakeries Corporation has collapsed its sales management
structure, eliminating two layers of sales management and
approximately 215 sales management positions, or approximately 5%
of its non-union workforce.

At the same time, the company is realigning its organization in a
new cross-functional, matrix structure, effective immediately, in
a move designed to focus on its customers, drive sustainable
results, and lower its cost structure.  Eight business units were
created replacing the 10 profit centers around which the company
had been organized since 2004.

"The old IBC organization served us well at one time," Craig Jung,
chief executive officer, said.  "But, it also resulted in
duplicate work among organizations, too many layers for quick and
effective decision-making and unnecessary complexity.  "Our new
matrix organization will focus IBC more clearly on our customers
and on improving product quality, enhancing service-to-sales, and
lowering costs.  It will result in improved communication, better
planning, and an increased focus on results.  All of which will
help IBC win in the market place."

The company said that reshaping the organization and streamlining
its sales management structure was a key element of its new
business plan.  "Decisions like this are extremely difficult
because of their impact on employees and their families.  At the
same time, our primary consideration must be the company's long-
term survival and financial health."

"The new organization will look vastly different than the previous
structure and operate more effectively," Mr. Jung said.  "Not only
will the new organization be built around strong cross-functional
business teams reporting to a business unit general manager, but
business unit directors of operations, finance, and human
resources will report to a functional executive at headquarters,
as well.  This matrix creates a shared focus between headquarters
and the field on product quality, service-to-sales, our customers,
and results."

The company's preliminary estimate of charges to be incurred in
connection with the organizational realignment is approximately
$4.7 million, including approximately $4.2 million of employee-
related cash charges and $.5 million of other cash charges.

In addition, the company intends to spend approximately
$0.9 million for accrued expenses to effect the realignment.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors' exclusive period to file a chapter 11 plan expires on
Oct. 5, 2007.


ISLE OF CAPRI: Brean Murray Holds 'Buy' Rating on Firm's Shares
---------------------------------------------------------------
Brean Murray analyst Ryan L. Worst has kept his "buy" rating on
Isle of Capri Casinos Inc.'s shares, Newratings.com reports.

Mr. Worst said in a research note that due to a possible deficit
at Pompano, the Isle of Capri would report first quarter 2008
EBITDA "in-line with or marginally short of the estimates."

Mr. Worst told Newratings.com that the Isle of Capri's share price
indicates initial weakness at Pompano.  The valuation of its stock
offers is an attractive investment opportunity due to the recent
improvement in revenues at the unit.

The Isle of Capri would generate strong growth through the
redevelopment of Biloxi in fiscal year 2009, Newratings.com
states, citing Brean Murray.

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

There are four Isle of Capri Casinos brands including "the isle,"
Isle of Capri, Colorado Central Station and Rhythm City, providing
over 16,000 slot machines, 550 table games and 3000 hotel rooms
for our guests' enjoyment.

                        *     *     *

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


IWT TESORO: Wants Nod to Use Bank of America's DIP Financing
------------------------------------------------------------
I.W.T. Tesoro Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to obtain post-petition financing securing Bank of
America, N.A., formerly Fleet Capital Corporation.

The Debtors also want the Ratification and Amendment Agreement the
Debtors entered with Bank of America approved.  The Debtors
disclose to the Court that pursuant to the ratification agreement,
Bank of America will provide the Debtors funds on an "overadvance"
basis up to an approximate aggregate sum of $3.3 million.  The
sum, the Debtors believe, will provide them with enough cash to
fund operations and pay their anticipated Chapter 11 professional
fees.

The Debtors informed the Court that under a pre-petition loan
facility with the Bank of America, they have an available
revolving borrowing amount of about 75% of eligible accounts
receivable and about 50% of eligible inventory.  However, the
Debtors do not currently have availability under the pre-petition
borrowing base and are in desperate need of working capital or
financing to finance post-petition operating expenses.

The Debtors added that their cash flow had been totally restricted
in the early stage of their bankruptcy case.

All of the Debtors' pre-petition assets are currently subject to
the first priority security interests and liens of Bank of
America.  As of the bankruptcy filing, the Debtors owe the Bank of
America about $18.7 million.  Laurus Master Fund holds a second
priority lien on the Debtors assets and is owed, as of the
bankruptcy filing, about $8 million.

                        About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.   
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are wholesalers
and do not sell directly to any end user.  Their products consist
of ceramic, porcelain and natural stone floor, wall and decorative
tile.  They import a majority of these products from suppliers and
manufacturers in Europe, South America, and the Near and Far East.  
Their markets include the United States and Canada.  They also
offer private label programs for branded retail sales customers,
buying groups, large homebuilders and home center store chains.  

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No.  07-12841).  Dawn K. Arnold, Esq. and Jonathan S. Pasternak,
Esq. at Rattet, Pasternak & Gordon-Oliver, L.L.P. represent the
Debtors in their restructuring efforts.  As of June 30, 2007, the
Debtors had total assets of $39,798,579 and total debts of  
$47,940,983.


JACOBS FINANCIAL: Malin Bergquist Raises Going Concern Doubt
------------------------------------------------------------
Pittsburgh, Pa.-based Malin, Bergquist & Company LLP expressed
substantial doubt about Jacobs Financial Group, Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended May 31, 2007.  
The auditing firm pointed to the company's incurred losses after
accretion of mandatorily redeemable convertible preferred stock,
including accrued dividends of approximately $2,661,000 for the
year ended May 31, 2007, and $1,874,000 for the year ended May 31,
2006.

The company posted a $1,328,266 net loss on $823,339 of total
revenue for the year ended May 31, 2007, compared with a
$1,494,015 net loss on $332,599 of total revenue in the prior
year.

At May 31, 2007, the company's balance sheet showed $4,370,069 in
total assets, $2,213,848 in total liabilities, and $9,946,972 in
Mandatorily Redeemable Preferred Stock resulting in a $4,370,069
stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://researcharchives.com/t/s?235c

                       About Jacobs Financial

Headquartered in Charleston, West Va., Jacobs Financial Group Inc.
(OTC BB: JFGI.OB) through its subsidiaries, provides investment
advising, investment management, surety business, security
brokerage, and related services.  Subsidiaries include Jacobs &
Co., which provides investment advisory services; FS Investments,
a holding company organized to develop surety business through the
formation and acquisition of companies engaged in the issuance of
surety bonds, and FS Investment's wholly-owned subsidiary Triangle
Surety Agency, which places surety bonds with insurance companies.  
Subsidiary Crystal Mountain Water holds mineral property in
Arkansas.


JORDAN INDUSTRIES: Lack of Info Cues Moody's to Withdraw Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew all of the ratings for Jordan
Industries Inc, which include these:

   i. corporate family rating -- Caa3;
  ii. probability of default rating -- Caa2;
iii. senior subordinate rating of Ca (LGD6, 96%); and
  iv. negative outlook.

Moody's has withdrawn these ratings since adequate financial
information will no longer be available to maintain these ratings.

Jordan Industries Inc, based in Deerfield, Illinois, was organized
to acquire and operate a diverse group of businesses. The
company's continuing operations are comprised of four businesses:
Deflecto, Sate-Lite, Beemak and GramTel.  The company manages
Deflecto, Sate-Lite and Beemak as a separate business unit
referred to as Jordan Specialty Plastics.


KNOLL INC: Inks Deal to Acquire Edelman for $67 Mil. in Cash
------------------------------------------------------------
Knoll Inc.'s wholly-owned subsidiary entered an asset purchase
agreement pursuant to which it will acquire Teddy and Arthur
Edelman Limited for approximately $67 million in cash, plus the
assumption of debt not to exceed $3.7 million and certain
contingent payouts based on the future success of the business.
    
"The strategic acquisition of Edelman is consistent with our
strategy of building sales in our high design, high margin
specialty businesses, which appeal to both business buyers and
consumers worldwide," Andrew B. Cogan, Knoll CEO, said.   

"Edelman's reputation in the design community for unique leathers
and its showroom network as well as its storied history is highly
complementary in terms of culture, customers, markets and
products," he continued.  "We welcome Edelman Leather into the
Knoll fold."
    
"It is a joy to see Edelman become part of the Knoll family," John
Edelman, a son of the company's founders, commented.  "On behalf
of my parents, Teddy and Arthur, who founded the company over 25
years ago, we look forward to working with Knoll to continue to
expand our brand and presence globally."
    
The company expects the transaction to be accretive in 2008.
Consummation of the transaction is subject to customary
conditions, including expiration or termination of the applicable
Hart-Scott-Rodino Antitrust Improvements Act waiting period, but
is expected to be completed early in the fourth quarter of 2007.
    
Edelman Leather will continue to operate as an independent company
and will maintain its own headquarters and distribution center.  

In addition to John Edelman continuing to serve as president of
Edelman Leather, John McPhee will continue in his role as chief
operating officer.

            About Teddy and Arthur Edelman Limited

Based in New Milford, Connecticut, Teddy and Arthur Edelman
Limited – http://www.edelmanleather.com/-- is a purveyor of fine  
leathers to the residential, hospitality, aviation and contract
office furniture markets.
    
                        About Knoll Inc.

Based in East Greenville, Pennsylvania, Knoll Inc. (NYSE: KNL) --
http://www.knoll.com/-- designs and manufactures branded office  
furniture products and textiles, serves clients worldwide.  It
distributes its products through a network of more than 300
dealerships and 100 showrooms and regional offices.  The company
has locations in Argentina, Australia, Bahamas, Cayman Islands,
China, Colombia, Denmark, Finland, Greece, Hong Kong, India,
Indonesia, Japan, Korea, Malaysia, Philippines, Poland, Portugal
and Singapore, among others.

                          *     *     *

Moody's Investors Service assigned a B1 corporate family rating to
Knoll Inc.  At the same time, the company's $200 million senior
secured revolver was rated B1 and its $250 million senior secured
term loan was rated Ba2.


KRISPY KREME: Moody's Cuts SGL Rating to SLG-4 on Weak Liquidity
----------------------------------------------------------------
Moody's Investors Service lowered Krispy Kreme Doughnut
Corporation's Speculative Grade Liquidity rating to SGL-4 from
SGL-3, indicating weak liquidity.

Concurrently Moody's revised the rating outlook to negative while
affirming Krispy Kreme's Caa1 corporate family rating and B3
rating of its $160 million senior secured credit facilities.

The downgrade to SGL-4 reflects Moody's belief that Krispy Kreme's
ongoing poor performance and weak cash flow generation will likely
pose serious liquidity challenges over the next 12 months as the
company may have difficulty meeting its forecast and covenant
requirement.  Krispy Kreme's continued trend of weak EBITDA
generation is expected to persist over the next twelve months,
highlighted by further store closures and the reduced supply chain
revenues associated with a shrinking store base, thereby causing
very weak covenant cushion.

Although the company does have a modest amount of cash
($25 million as of July 2007) on the balance sheet that could be
used to pay down some debt to provide temporary covenant cushion,
Moody's expects that Krispy Kreme will need to obtain covenant
relief or a waiver from its creditors to avoid a breach in the
next twelve months in absence of a significant improvement in cash
flow generation or alternative liquidity generated by asset sales.

With substantially all of Krispy Kreme's assets encumbered by the
credit facilities, the company's alternative liquidity remains
very limited.  Asset sales outside the normal course of business
are capped at $10 million as governed by the credit agreement.  In
addition, Moody's expects Krispy Kreme will have no or very
limited access to its revolving credit facility in the next twelve
months due to the exhausted cushion under its financial covenants.  
However, the SGL rating could be reversed to SGL-3 if Krispy Kreme
could improve the weakening covenant cushion and resume its
borrowing access to the revolver.

The negative outlook reflects the challenge management faces of
dramatically and quickly turning the operating performance to
avoid any 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 show signs of improvement.

These ratings are affected:

Krispy Kreme Doughnut Corporation

-- Speculative Grade Liquidity rating -- lowered to SGL-4 from
    SGL-3

-- Rating outlook -- revised to Negative from Stable

Ratings affirmed:

-- Corporate Family Rating -- Caa1, affirmed

-- Probability of Default Rating -- Caa3, affirmed

-- $110 million senior secured bank credit facility due 2014
    -- B3(LGD2, 18%), affirmed

-- $50 million senior secured revolving bank credit facility
    due 2013 -- B3(LGD2, 18%), affirmed

Kripsy Kreme Doughnut Corporation, headquartered in Winston-Salem,
North Carolina, is a leading branded retailer and wholesaler of
high-quality doughnuts.  For the LTM period ended July 29, 2007,
Krispy Kreme generated net sales of $444 million.


LB-UBS COMMERCIAL: S&P Affirms Low-B Rating on Six Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2004-C2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Aug. 17, 2007, remittance report, the trust collateral
consisted of 82 mortgage loans with an outstanding principal
balance of $1.20 billion, down slightly from 83 loans totaling
$1.23 billion at issuance.  Excluding the $255 million (21%) of
the pool secured by defeased collateral, the master servicer,
Midland Loan Services Inc., reported financial information for
100% of the loans in the pool.  Ninety-six percent of the
servicer-reported information was full-year 2006 data.  Based on
this information, Standard & Poor's calculated a weighted average
debt service coverage of 2.02x, up from 1.93x at issuance.  With
the exception of one loan ($1.6 million) that is 30-59 days
delinquent, all of the remaining loans are current, and none are
with the special servicer.  The trust has experienced no losses to
date.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $624.1 million (52%).  Year-end 2006
financial information was available for nine of the top 10
exposures.  Based on this information, Standard & Poor's
calculated a weighted average DSC of 2.32x, up from 1.96x at
issuance.  Two of the top 10 loans are on the master servicer's
watchlist and are discussed below.  Standard & Poor's reviewed the
property inspection reports provided by Midland for the assets
underlying the top 10 exposures, and all were reported to be in
"good" or "excellent" condition.
     
Four exposures exhibited investment-grade credit characteristics
at issuance and continue to do so.  Details of these exposures
are:

     -- The largest exposure in the pool, the GIC Office
        portfolio, is secured by the fee interests in 12 office
        properties located in seven different states, totaling
        6.4 million sq. ft.  The properties are encumbered by
        six pari passu senior notes totaling $700 million, of
        which $150 million (13%) serves as collateral.  The
        properties are also encumbered by a $125 million
        subordinate note held outside the trust.  Additionally,
        the borrower's equity interest in the portfolio is
        secured by a $75 million mezzanine loan.  For the year
        ended Dec. 31, 2006, the DSC was 2.90x and occupancy
        was 92%.  Standard & Poor's adjusted net cash flow for
        this loan is comparable to its level at issuance.

     -- The second-largest exposure in the pool, the Somerset
        Collection, has a whole-loan balance of $300 million
        that is split into three pieces: two pari passu senior
        notes totaling $251 million, of which $125.5 million
        (10%) serves as collateral; and a $49 million
        subordinate note held outside the trust.  The loan is
        secured by 753,900 sq. ft. of a 1.4 million-sq.-ft.
        super regional mall in Troy, Michigan.  As of year-end
        2006, reported DSC was 2.68x and occupancy was 97%,
        compared with a DSC of 2.63x and 99% occupancy at
        issuance.  Standard & Poor's underwritten NCF has been
        stable since issuance.

     -- The sixth-largest exposure in the pool, Farmers Market
        ($42.8 million, 4%), is secured by a 228,300-sq.-ft.
        mixed-use property, which consists of 63,200 sq. ft. of
        office space, 150,700 sq. ft. of retail space, and
        14,400 sq. ft. of storage space located in Los Angeles,
        California.  DSC was 2.56x as of year-end 2006 and
        occupancy was 93% as of March 2007, compared with a DSC
        of 2.11x and 84% occupancy at issuance.  Standard &
        Poor's underwritten NCF has increased since issuance.

     -- The seventh-largest exposure in the pool, Ruppert
        Yorkville Towers, has a trust balance of $42.6 million
        (4%).  The loan is secured by 432 units of a 1,257-unit
        multifamily apartment complex located on the Upper East
        Side of Manhattan.  DSC was 1.25x as of year-end 2006
        and occupancy was 98% as of March 2007, compared with a
        DSC of 1.54x and 98% occupancy at issuance.  Standard &
        Poor's underwritten NCF is comparable to its level at
        issuance.
     
The master servicer reported 14 loans totaling $134.3 million
(11%) on its watchlist.  Two of the top 10 real estate exposures
($64.5 million, 5%) constitute more than 48% of the watchlist.  
The eighth-largest exposure, Torrance Town Center, is secured by a
259,500-sq.-ft. power retail center in Torrance, California.  The
$34.8 million (3%) loan is on the watchlist because Circuit City
Stores Inc., the second-largest tenant occupying 14% of the gross
leasable area, announced store closings in February 2005.  The
tenant is still occupying its space at this property.  Reported
DSC was 1.64x as of year-end 2006 and occupancy was 100% as of
June 2007, compared with a DSC of 1.35x and 99% occupancy at
issuance.
     
The ninth-largest exposure ($29.7 million, 2%), the Village at
Manahawkin Commons, is secured by a 323,500-sq.-ft. power retail
center in Manahawkin, New Jersey.  The loan appears on the
watchlist because the borrower's late payments triggered a
springing lockbox.  Reported DSC was 1.43x as of year-end 2006 and
occupancy was 99% as of July 2007, compared with a DSC of 1.24x
and 91% occupancy at issuance.
     
While the West Street Multifamily loan ($1.6 million) is not on
the master servicer's watchlist, it was reported to be 30-59 days
delinquent.  The loan is secured by a 34-unit apartment complex in
Worcester, Mass.  DSC was 1.25x and occupancy was 94% as of Dec.
31, 2006.  The master servicer stated that the borrower has
indicated overdue payments will be remitted this month.
     
Standard & Poor's stressed various assets securing the loans in
the mortgage pool as part of its analysis, including those on the
watchlist, or otherwise considered credit impaired.  The resultant
credit enhancement levels adequately support the affirmed ratings.

                       Ratings Affirmed
    
           LB-UBS Commercial Mortgage Trust 2004-C2
         Commercial mortgage pass-through certificates

             Class     Rating    Credit enhancement
             -----     ------     ----------------
             A-1       AAA             13.77%
             A-2       AAA             13.77%
             A-3       AAA             13.77%
             A-4       AAA             13.77%
             B         AA+             12.49%
             C         AA              11.33%
             D         AA-             10.30%
             E         A+               8.88%
             F         A                7.72%
             G         A-               5.92%
             H         BBB+             4.89%
             J         BBB              3.99%
             K         BBB-             2.96%
             L         BB+              2.57%
             M         BB               2.19%
             N         BB-              1.93%
             P         B+               1.67%
             Q         B                1.42%
             S         B-               1.16%
             X-CL      AAA               N/A
             X-CP      AAA               N/A

                   N/A - Not applicable.


LEAP WIRELESS: Says MetroPCS' Offer "Completely Inadequate"
-----------------------------------------------------------
Leap Wireless International Inc.'s Board of Directors, in
consultation with its financial and legal advisors, has concluded
its review of an unsolicited proposal from MetroPCS Communications
Inc. to merge with Leap in a stock-for-stock merger transaction
and has determined that the proposal is not in the best interests
of Leap and its shareholders.

On Sept. 4, 2007, MetroPCS offered to acquire Leap for $69.03 per
share.  Three days later, Leap said it will make a determination
regarding the proposal following completion of a review.  

In a letter to MetroPCS dated Sept. 16, 2007, Leap's Board stated
that MetroPCS' merger proposal is "completely inadequate" because
it:

   -- fails to take into account Leap's robust growth prospects;

   -- dramatically undervalues Leap's business relative to
      MetroPCS; and

   -- offers Leap shareholders no premium on their shares and
      misallocates the value of synergies to MetroPCS
shareholders.

Pointing to the company's growth prospects, Leap President and
Chief Executive Officer S. Douglas Hutcheson said, ". . . while
our two companies may share the same basic business model, Leap
is better positioned to execute and capitalize on industry growth
opportunities."

Mr. Hutcheson noted that MetroPCS' $69.03 per share offer
significantly discounts the contributions Leap would make to
the combined company.  

Additionally, Mr. Hutcheson said MetroPCS' offer represents a
14.4% discount to Leap's 60-day average trading price prior to
the date of MetroPCS' proposal.

He went on to say that given the short trading history of
MetroPCS' stock, the company is concerned about how MetroPCS'
future performance will evolve relative to the external
expectations to which MetroPCS is now subject.

Moreover, Mr. Hutcheson stressed that the timing of MetroPCS'
public proposal, without any attempt to discuss the matters
privately, "is also interesting in view of the upcoming spectrum
auction and the associated 'quiet period.'  We will not be
pressured into agreeing to an inadequate takeover proposal in
order to satisfy an external deadline that does not meet the
needs of our shareholders."

Goldman, Sachs & Co. and Jeffrey Williams & Co. LLC served as
financial advisors, and Wachtell, Lipton, Rosen & Katz, and
Latham & Watkins, LLP served as legal advisors to Leap in the
transaction.

Leap will hold a conference call to discuss its Board's decision
at 10:00 a.m. EDT, today, Sept. 17, 2007.

               About Leap Wireless International Inc.

Based in San Diego, California, Leap Wireless International Inc.
(NASDAQ: LEAP) -- http://www.leapwireless.com/-- provides   
innovative, wireless services to a diverse customer base.  Leap
pioneered both the Cricket(R) and Jump MobileTM services.  The
company and its joint ventures now operate in 23 states and hold
licenses for 35 of the top 50 U.S. markets.  Through its
affordable, flat-rate service plans, Cricket offers customers a
choice of unlimited voice, text, data and mobile Web services.
Jump Mobile is a unique prepaid wireless service designed for the
mobile-dependent, urban youth market.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit ratings on wireless carriers MetroPCS Communications Inc.
and Leap Wireless International Inc.


LEINER HEALTH: S&P Junks Corporate Credit Rating
------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Carson,
California-based Leiner Health Products Inc., including its
corporate credit rating to 'CCC+' from 'B-'.  The outlook is
negative.
     
"The downgrade reflects our increased concern with the company's
ability to begin shipping over-the-counter products during fiscal
2008," said Standard & Poor's credit analyst Bea Chiem.  "It also
reflects our belief that the company will incur higher-than-
anticipated remediation costs and legal expenses due to the recent
receipt of an FDA Warning Letter and a Department of Justice
investigation related to its production, control, and distribution
of certain over-the-counter drug products at its Fort Mill
facility."
     
The company received an amendment and waiver to its credit
agreement on June 22, 2007, adjusting its total leverage and
interest coverage covenants which provide some financial
flexibility.  "However," added Ms. Chiem, "we believe that the
company will be challenged to maintain adequate cushion on those
new levels if expenses increase significantly and/or the company
is further delayed in resuming shipments of its over-the-counter
products."
     
The ratings on Leiner reflect the company's highly leveraged
capital structure, customer concentration, lack of pricing
flexibility in the highly competitive private-label vitamin
market, and the segment's vulnerability to adverse publicity.  
Leiner is the largest U.S. private-label vitamins, minerals, and
supplements manufacturer, a sector that accounts for about 60% of
company sales, with the remainder coming from over-the-counter
drugs (30%) and contract manufacturing (10%).


LIFEQUEST WORLD: Carver Moquist Raises Going Concern Doubt
----------------------------------------------------------
Minneapolis, Minn.-based Carver Moquist & O'Connor, LLC expressed
substantial doubt about Lifequest World Corporation's ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended May 31, 2007.  
The auditing firm stated that the company has sustained
substantial losses and has a significant working capital deficit.

Lifequest World reported a $1,375,970 net loss on $1,046,299 of
net sales for the year ended May 31, 2007, compared with a
$1,087,846 net loss on $1,445,362 of net sales in the prior year.

At May 31, 2007, the company's balance sheet showed $2,717,295 in
total assets, $2,378,130 in total liabilities, resulting in a
$339,165 total stockholders' equity.

The company's balance sheet at April 28, 2006, however showed
strained liquidity with $282,824 in total current assets and
$2,377,809 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?235a

                     About Lifequest World

Las Vegas, Nev.-based Lifequest World Corp. (LQWC:OTC BB) --
develops and distributes dietary herbal supplement products.  Its
primary product includes the 'JC Tonic, The Youth Solution', which
is an herbal supplement blend of 31 ingredients comprising 18
medicinal tonic herbs and 6 vital minerals.  The company
distributes its dietary herbal supplement products through a
network of independent distributors.  Lifequest World Corporation
was founded in 1997.  It was formerly known as Jurak Corporation
World Wide, Inc., and changed its name to PhytoLabs, Inc., in
March 2007.  Further, the company changed its name to Lifequest
World Corporation in August 2007.


MAGUIRE PROPERTIES: Completes $400 Mil. KPMG Tower Refinancing
--------------------------------------------------------------
Maguire Properties Inc. has completed a new $400 million, 5-year,
financing with Eurohypo AG, New York Branch, at a variable rate of
LIBOR plus 150%, for its KPMG Tower property in Downtown Los
Angeles.

In anticipation of this loan, the company entered into a forward-
starting interest rate swap agreement to hedge this loan, which
effectively fixes the interest rate on this loan at 7.06%.

The net proceeds of the refinancing, after repayment of the
existing $210 million mortgage loan and payment of closing costs
and loan reserves, were approximately $130 million.

KPMG Tower is a 45-story office building in Wells Fargo Center
located on Bunker Hill in Downtown Los Angeles.  The property
features 1.1 million square feet.

The company also will now fully repay its $400 million term loan
incurred in connection with the April 2007 acquisition of the
southern California Equity Office Properties portfolio using
approximately $110 million of the net proceeds from the KPMG Tower
refinancing.

In addition, the company has no borrowings outstanding under its
$130 million revolving credit facility.

After reflecting the refinancing of the KPMG Tower and the paydown
of the $400 million term loan, approximately, 88% of the company's
outstanding debt is now fixed at a weighted average interest rate
of approximately 5.6% on interest basis with a remaining term of
approximately eight years.

                 About Maguire Properties Inc.

Based in Los Angeles, California, Maguire Properties Inc.
(NYSE:MPG) -- http://www.maguireproperties.com/-- owns and    
operates Class A office properties in the Los Angeles central
business district and is focused on owning and operating office
properties in the Southern California market.  Maguire Properties
Inc. is a full-service real estate company with substantial in-
house expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

                          *     *     *

Moody's Investor Services placed Maguire Properties Inc.'s long
term corporate family rating at 'Ba2' in March 2007.


METROPCS COMMS: Leap Wireless Rejects Unsolicited Merger Offer
--------------------------------------------------------------
Leap Wireless International Inc.'s Board of Directors, in
consultation with its financial and legal advisors, has concluded
its review of an unsolicited proposal from MetroPCS Communications
Inc. to merge with Leap in a stock-for-stock merger transaction
and has determined that the proposal is not in the best interests
of Leap and its shareholders.

On Sept. 4, 2007, MetroPCS offered to acquire Leap for $69.03 per
share.  Three days later, Leap said it will make a determination
regarding the proposal following completion of a review.  

In a letter to MetroPCS dated Sept. 16, 2007, Leap's Board stated
that MetroPCS' merger proposal is "completely inadequate" because
it:

   -- fails to take into account Leap's robust growth prospects;

   -- dramatically undervalues Leap's business relative to
      MetroPCS; and

   -- offers Leap shareholders no premium on their shares and
      misallocates the value of synergies to MetroPCS
shareholders.

Pointing to the company's growth prospects, Leap President and
Chief Executive Officer S. Douglas Hutcheson said, ". . . while
our two companies may share the same basic business model, Leap
is better positioned to execute and capitalize on industry growth
opportunities."

Mr. Hutcheson noted that MetroPCS' $69.03 per share offer
significantly discounts the contributions Leap would make to
the combined company.  

Additionally, Mr. Hutcheson said MetroPCS' offer represents a
14.4% discount to Leap's 60-day average trading price prior to
the date of MetroPCS' proposal.

He went on to say that given the short trading history of
MetroPCS' stock, the company is concerned about how MetroPCS'
future performance will evolve relative to the external
expectations to which MetroPCS is now subject.

Moreover, Mr. Hutcheson stressed that the timing of MetroPCS'
public proposal, without any attempt to discuss the matters
privately, "is also interesting in view of the upcoming spectrum
auction and the associated 'quiet period.'  We will not be
pressured into agreeing to an inadequate takeover proposal in
order to satisfy an external deadline that does not meet the
needs of our shareholders."

Goldman, Sachs & Co. and Jeffrey Williams & Co. LLC served as
financial advisors, and Wachtell, Lipton, Rosen & Katz, and
Latham & Watkins, LLP served as legal advisors to Leap in the
transaction.

Leap will hold a conference call to discuss its Board's decision
at 10:00 a.m. EDT, today, Sept. 17, 2007.

                  About MetroPCS Communications

Dallas-based MetroPCS Communications, Inc. (NYSE:PCS) --
http://investor.metropcs.com/-- is a provider of unlimited   
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering a
population of approximately 140 million people in 14 of the top 25
largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit ratings on wireless carriers MetroPCS Communications Inc.
and Leap Wireless International Inc.


MOVIE GALLERY: Won't Pay Interests Under Three Agreements
---------------------------------------------------------
Movie Gallery Inc. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission on Sept. 12, 2007, that it
delivered:

    (i) a notice pursuant to Section 5.1(e) of the First Lien
        Credit and Guaranty Agreement, dated as of March 8, 2007
        by and among the company and the guarantors party thereto,
        the agents and lenders party thereto relating to, among
        other things, the company's decision to defer payment of
        interest due Sept. 10, 2007 beyond the due date and
        applicable grace period thereof for such payment under the
        Company's Second Lien Credit Agreement,

   (ii) a notice pursuant to Section 5.1(e) of the Second Lien
        Credit and Guaranty Agreement, dated as of March 8, 2007,
        among the Company, certain of its subsidiaries, the
        lenders from time to time party thereto and Wells
        Fargo Bank, National Association (as successor to
        CapitalSource Finance, LLC), as Administrative Agent and
        Collateral Agent, relating to the company's decision to
        defer payment of interest due under the Second Lien Credit
        Agreement on Sept. 10, 2007 beyond the due date and
        applicable grace period thereof, and

  (iii) a notice to BNY Western Trust Company as Trustee for the
        holders of the 9.625% Senior Subordinated Notes due 2011
        issued pursuant to the First Supplemental Indenture dated
        as of Dec. 18, 2002 to Indenture dated as of Jan. 25, 2002
        by Hollywood Entertainment Corporation and Hollywood
        Management Company, with respect to Hollywood's decision
        to defer the payment of interest due under the Hollywood
        Notes at least until the conclusion of the applicable
        grace period for such payment.

                        Likely Defaults

As set forth in the Notices, as a result of the events described
in the Notices, one or more events of default may occur under the
First Lien Credit Agreement, Second Lien Credit Agreement, the
Hollywood Notes and the Company's 11% Senior Notes due 2012 issued
pursuant to that certain Indenture, dated as of April 27, 2005
among the company, the Guarantors party thereto and the Trustee.

It is the company's view that:

    (a) the events described in the notice delivered to the
        Trustee for the Hollywood Notes do not constitute
        events of default under either of the First Lien Credit
        Agreement or the Second Lien Credit Agreement,

    (b) the events described in the notice delivered to the
        Administrative Agent under the Second Lien Credit
        Agreement are subject to the forbearance agreement in
        Effect with the company's lenders under the First Lien
        Credit Agreement, and

    (c) the events described in the Notices are subject to the
        forbearance agreement in effect with the holder of the
        majority of notes issued under the Movie Gallery
        Indenture.


A full-text copy of the notice delivered under the First Lien
Credit Agreement may be viewed for free at:

                 http://ResearchArchives.com/t/s?235f

A full-text copy of the notice delivered under the Second Lien
Credit Agreement may be viewed for free at:

                 http://ResearchArchives.com/t/s?2360

A full-text copy of the notice delivered under the Hollywood
Indenture may be viewed for free at:

                 http://ResearchArchives.com/t/s?2361

                    About Movie Gallery Inc.
    
Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
MOVI) -- http://www.moviegallery.com/-- is a North American video   
rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.  It operates over
4,600 stores in the United States, Canada, and Mexico under the
Movie Gallery, Hollywood Entertainment, Game Crazy, and VHQ
banners.

Movie Gallery Inc.'s consolidated balance sheet at July 1, 2007,
showed $892 million in total assets, $1.45 billion in total
liabilities, resulting in a $560.3 million total stockholders'
deficit.

                          *     *     *

As reported in Troubled Company Reporter on Aug. 16, 2007,  
Standard & Poor's Ratings Services said it lowered its ratings,
including the corporate credit rating, on Movie Gallery Inc. to
'CC' from 'CCC+' based on the company's extremely poor liquidity
position.  At the same time, S&P lowered the ratings on the
company's bank loans and senior unsecured debt to 'CC'.  This
rating level indicates a high vulnerability to nonpayment.  The
outlook has been revised to negative.


NEWCASTLE CDO: Fitch Holds BB Rating on $23.718MM Class L Notes
---------------------------------------------------------------
Fitch has affirmed all classes of Newcastle CDO IX 1, Ltd. and
Newcastle CDO IX LLC as:

  -- $33,540,000 class S notes at 'AAA',
  -- $379,500,000 class A-1 notes at 'AAA',
  -- $115,500,000 class A-2 notes at 'AAA',
  -- $37,125,000 class B notes at 'AA+',
  -- $33,000,000 class C notes at 'AA',
  -- $20,625,000 class D notes at 'AA-',
  -- $24,750,000 class E notes at 'A+',
  -- $18,562,000 class F notes at 'A',
  -- $18,562,000 class G notes at 'A-',
  -- $21,656,000 class H notes at 'BBB+',
  -- $21,656,000 class J notes at 'BBB',
  -- $19,593,000 class K notes at 'BBB-',
  -- $23,718,000 class L notes at 'BB'.

Newcastle CDO IX is an $825,000,000 revolving commercial real
estate cash flow collateralized debt obligation that closed on May
8, 2007.  As of the July 31, 2007 trustee report and based on
Fitch categorization, the CDO was substantially invested as
follows: commercial mortgage whole loans/A-notes (6.8%), B-notes
(24.8%), commercial real estate mezzanine loans (34%), bank loans
(23.6%), and CMBS (10.9%).  The CDO is also permitted to invest in
ABS, CDOs, CTLs, REIT Debt, CRE TruPS, and synthetic securities.

The portfolio is selected and monitored by Newcastle Investment
Corp. Newcastle CDO IX has a five-year reinvestment period during
which, if all reinvestment criteria are satisfied, principal
proceeds may be used to invest in substitute collateral.  The
reinvestment period ends in May 2012.

Newcastle Investment Corp. is rated 'CAM1' by Fitch as a manager
of commercial real estate CDOs.  Newcastle's collateralized asset
manager rating can be attributed to its real estate and structured
finance management staff.  Newcastle CDO IX is their tenth CDO.  
CDOs are issued to provide Newcastle with match term funding.

Newcastle Investment Corp. is a publicly traded REIT formed in
July 2002 as a successor to Fortress Investment Corp.  Newcastle
is externally managed by Fortress, with access to all of Fortress'
infrastructure and resources.

Newcastle CDO IX became effective on July 31, 2007. As of the
effective date, the as-is poolwide expected loss has increased
slightly to 20.375% from 20.250% at close.  The CDO has average
reinvestment flexibility with 10.875% of cushion based on its
current weighted average spread of 2.63%.  The CDO's covenanted
Fitch PEL varies depending on the in-place WAS.  Based on this WAS
matrix, the maximum allowable PEL is 33.750% and the minimum is
26.250% (the WAS/PEL matrix).  The Fitch PEL is a measure of the
hypothetical loss inherent in the pool at the 'AA' stress
environment before taking into account the structural features of
the CDO liabilities.  Fitch PEL encompasses all loan, property,
and poolwide characteristics modeled by Fitch.

Commercial real estate loan assets comprise 64.1% of the CDO.  The
increase in as-is PEL is primarily due to the addition of two CREL
assets (8.7%) with a weighted average Fitch expected loss above
the average expected loss at closing.  One loan (4.9%), which had
an expected loss below the average at close, has repaid.

Additionally, as of the effective date, the percent of securities
and bank loans in the CDO increased slightly to 35.9% from 35.4%
at close.  The weighted average rating factor (WARF) remained the
same at 'B+/B'.

The CDO is in compliance with all its reinvestment covenants.  The
WAS has increased since the closing date to 2.63% from 2.55%.  The
weighted average coupon has remained the same over the same period
at 7.02%, which is above the 5.50% covenant.  The weighted average
life has increased to 3.2 years from 3 years at closing,
continuing to imply that the pool composition will fully turnover
during the reinvestment period.

In addition, the overcollateralization and interest coverage
ratios of all classes have remained above their covenants, as of
the July 31, 2007 effective date trustee report.

Of the CREL collateral, most is composed of B-notes and mezzanine
debt with only 6.8% of the portfolio invested in whole loans/A-
notes.  Subordinate debt generally carries higher expected losses
than whole loans/A-notes.  Most of the subordinate loans are
secured by interests in institutional quality assets with
experienced sponsors on stable income producing properties.

As of the effective date and based on Fitch categorization, the
CDO is within all property type covenants.  Hotel loans continue
to comprise the largest percentage of assets in the pool at 30.9%,
up from the closing percentage of 25.6%.  The hotel loans are
secured by interests in over 150 hotels and include the luxury,
full-service, and limited-service segments of the industry, which
provides further diversity by hospitality type.  Retail properties
are the second largest percentage at 13.6% while health care
comprises the third largest percentage at 10.9%.  The health care
loans are backed by over 200 properties in both the skilled
nursing and assisted living categories.  The CDO is also within
all of its geographic location covenants with the highest
percentage of assets located in New York at 18.1%.  The portfolio
continues to be geographically diverse.

The Fitch Loan Diversity Index is 458 compared to the covenant of
571, which represents below average diversity as compared to other
CRE CDOs.

Although reinvestment cushion is 10.875%, upgrades during the
reinvestment period are unlikely given the pool could still
migrate to the PEL covenant.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the Newcastle CDO IX CREL Surveyor
Snapshot, which will be available beginning Sept. 17, 2007, on the
Derivative Fitch web site.

The ratings of the classes S, A-1, A-2, B, C and D notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class E, F, G, H, J, K, and L
notes address the likelihood that investors will receive ultimate
interest and deferred interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is approximately 15% change in the collateral composition or
semi-annually.


NORWOOD PROMOTIONAL: Moody's Withdraws B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Norwood
Promotional Products Inc.  The company has terminated its intent
to enter into a new senior secured first lien bank facility and a
second lien term loan.

The company intended to use proceeds from the term loans, a
portion of a new asset-based revolver and a portion of cash to
refinance existing indebtedness, pay $42 million to Norwood
Promotional Products Holdings Inc.'s existing lenders that would
have then converted to preferred equity, and pay related fees,
expenses and prepayment penalties.

These ratings were withdrawn:

Norwood Promotional Products Inc:

-- Corporate family rating at B2

-- Probability of default rating at B2

-- $135 million first-lien Term Loan due 2014 at B2 (LGD 4,
    54%)

-- $75 million second-lien Term Loan due 2015 at B3 (LGD 4,     
    69%)

Headquartered in Indianapolis, Indiana, Norwood Promotional
Products Inc. is a leading supplier and imprinter of promotional
products in the United States.  Promotional products are
functional or decorative items imprinted with the name, logo or
message of an advertiser.


NORWOOD PROMOTIONAL: S&P Withdraws Ratings at Company's Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Indianapolis, Indiana-based Norwood Promotional Products Inc. at
the company's request.

Ratings List

Not Rated Action

Norwood Promotional Products Inc.

                             To       From
                             --       ----
Corporate Credit Rating     NR       B-/Positive/--
Senior Secured  
   First-Lien Term Loan      NR       B (Recovery Rating: 2)
   Second-Lien Term Loan     NR       CCC (Recovery Rating: 6)


OPEN ENERGY: Losses Cue Squar Milner's Going Concern Doubt
----------------------------------------------------------
San Diego, Calif.-based Squar, Milner, Peterson, Miranda &
Williamson, LLP expressed substantial doubt about Open Energy
Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm stated that the
company has incurred losses since its inception totaling
approximately $52,453,000 through May 31, 2007.

The company has been unable to sell its products in quantities
sufficient to be operationally profitable and is unsure if or when
it will become profitable.  To date, the company has been unable
to meet forecasted sales and margin projections and as a result
has experienced significant negative cash flow for an extended
period of time.  Based on its current cash usage rate, the company
estimates that it currently has adequate cash to fund operations
only through the end of September 2007.

The company posted a $39,552,000 net loss on $4,292,000 of total
revenues for the year ended May 31, 2007, as compared with a
$12,173,000 net loss on $152,000 of total revenues in the prior
year.  At May 31, 2007, the company's balance sheet showed
$21,465,000 in total assets and $17,407,000 in total liabilities,
resulting a $4,058,000 stockholders' equity.  

The company reported strained liquidity in its May 31, 2007,
balance sheet with $2,971,000 in total current assets and
$11,463,000 in total current liabilities, resulting in a working
capital deficit of $8,492,000.

A full-text copy of the company's 2006 annual report is available
for free at http://researcharchives.com/t/s?235b

                          About Open Energy

Solana Beach, Calif.-based Open Energy Corporation (OEGY.OB) --
http://www.openenergycorp.com/-- a renewable energy company,  
together with its subsidiaries, engages in the development and
commercialization of solar energy products and technologies for
power production and water desalination. It offers building-
integrated photovoltaic roofing materials for commercial,
industrial, and residential markets.


P&J ENTERPRISES: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: P.& J. Enterprises, Inc.
        P.O. Box 11276
        Kansas City, KS 66111

Bankruptcy Case No.: 07-22034

Type of business: The Debtor provides trucking services.

Chapter 11 Petition Date: September 12, 2007

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  Evans & Mullinix, P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700

Total Assets: $1,638,761

Total Debts:  $2,418,726

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Paccar Financial Corp.         See property listed       $730,903
1700 Woodbroo Street           on attachment to
Denton, TX 76205               Schedule B; value of
                               security: $567,000

G.E. Capital Solutions         See property listed       $453,026
P.O. Box 142049                on attachment to
Irving, TX 75014-2049          Schedule B; value of
                               security: $343,000

Navistar Financial Corp.       See property listed       $311,667
P.O. Box 96070                 on attachment to
Chicago, IL 60693-6070         Schedule B; value of
                               security: $276,000

Ailco Financial Services, Inc. See property listed       $200,348
                               on attachment to
                               Schedule B; value of
                               security: $137,000

B.B.&T. Equipment Finance      See property listed       $177,910
                               on attachment to
                               Schedule B; value of
                               security: $110,000

American Bank Leasing Corp.    See property listed       $158,264
                               on attachment to
                               Schedule B; value of
                               security: $100,000

Trinity                        See property listed       $125,000
                               on attachment to
                               Schedule B; value of
                               security: $105,000

Bank of America                Line of credit             $99,585

Joe & Pat Bandy                Company used               $70,599
                               personal credit
                               cards for business
                               expenses

                               Loan                       $17,405

Kansas City Peterbilt          Maintenance & repairs      $53,926
                               on trucks & trailers

Wells Fargo                    Business loan              $20,094


PHOTRONICS INC: Earns $2.24 Million in Quarter Ended July 29
------------------------------------------------------------
Photronics Inc. reported net income of $2.24 million for three
month ended July 29, 2007, compared to $4.56 million for the same
period in the previous year.

For nine months ended July 29, 2007, the company reported net
income of $33.2 million, compared to $38.3 million in the same
period from the previous year.

In fiscal 2006, the company recorded total restructuring charges
of $15.6 million related to ceasing operations at its
manufacturing and research and development facility in Austin,
Texas.  During the first quarter of 2007, the company sold this
facility for proceeds of $5 million and realized a gain of
$2.3 million.

Net sales for 2007 third quarter decreased 3.6% to $104.3 million
as compared to $108.2 million for the same period in 2006.  The
decrease is related to:

   -- reduced sales of FPD photomasks of $2 million associated
      with decreased average selling prices for high-end FPD
      photomasks; and

   -- reduced sales of IC photomasks of $1.9 million as a
      result of a slight decline in ASPs from mainstream
      products.  High-end photomask applications, which have
      higher ASPs, include mask sets for FPD products using G6
      and above technologies and IC products using 90 nanometer
      and below technologies.

By geographic area, net sales in 2007 third quarter as compared to
the same period in the previous year increased by $1.3 million in
Asia, and decreased by $2 million in North America, and
$3.2 million in Europe.  As a percent of total sales in 2007 third
quarter, sales were 58% in Asia, 26% in North America, and 16% in
Europe.

For 2007 year-to-date, net sales decreased $19.7 million of which
$14.3 million of the decrease related to reduced sales of FPD
photomasks and $5.4 million of reduced sales of IC photomasks,
both of which were a result of decreased ASPs.

Selling, general and administrative expenses increased
$0.5 million to $16 million in 2007 third quarter, compared with
$15.5 million in the same period of the previous year.  The
increase was a result of increased costs associated with starting
up the company's NanoFab in Boise, Idaho.

Selling, general, and administrative expenses were
$46.9 million in YTD-07 and $46.4 million in YTD-06.

Research and development expenses consist  of development efforts
relating to high-end process technologies for advanced sub
wavelength reticle solutions for IC and FPD technologies. Research
and development expenses decreased by $2.5 million in Q3-07 and
$9.7 million in YTD-07, as compared to the same periods in the
prior year, as a result of reduced expenditures resulting from the
2006 closure of the company's Austin, Texas research and
development operations.

Such reduced expenditures were partially offset by amortization
expenses of the fair value of the agreement to license technology
from Micron Technology Inc.

In January 2007, the company sold its Austin, Texas manufacturing
and research and development facility for proceeds of $5 million
and realized a gain of $2.3 million.

                 Liquidity and Capital Resources

The company's working capital was $124.1 million at July 29, 2007,
and $127.7 million at Oct. 29, 2006.  At July 29, 2007, $125
million of the company's outstanding $150 million, 2.25%
convertible subordinated notes due in April of 2008, was reported
as long-term in connection with $125 million of credit available
to the company under a five-year, revolving credit facility
agreement entered into on June 6, 2007, with a group of financial
institutions.

On Sept. 4, 2007, the aggregate commitment was increased to $150
million.  Cash, cash equivalents and short-term investments
decreased to $145.2 million at July 29, 2007, as compared to
$199.3 million at Oct. 29, 2006, due to the redemption of $87.1
million of the remaining outstanding balance of the company's
4.75% convertible subordinated notes.

Cash provided by operating activities increased to
$94.1 million for the nine months ended July 29, 2007, as compared
to $79.9 million for the nine months ended July 30, 2006, due to
increased net income compared to the same prior year period, and
decreased accounts receivable associated with decreased sales
compared to the same period in the prior year, and increased trade
accounts payable, which were in part offset by decreases in
accrued liabilities.

Cash used in investing activities for the nine months ended July
29, 2007 was $9.4 million, which is comprised of
$48.3 million proceeds from the sales of investments less payments
for capital expenditures of $57 million.  Cash used in financing
activities of $92.1 million related to the company redeeming its
$87.1 million outstanding 4.75% convertible subordinated notes.

At July 29, 2007, the company had commitments outstanding of
approximately $205 million, related to equipment for the planned
U.S. nanofab facility and equipment in Korea, and for a build-to-
suit capital lease through 2012 for the planned U.S. nanofab
facility.

                            Outlook

The company expects capital expenditures for fiscal 2007 to be
approximately $160 million to $175 million.  The company will use
its working capital and its credit facility to finance its capital
expenditures.

Photronics believes that its available resources, together with
its capacity for growth, and its access to other debt and equity
financing sources, are sufficient to satisfy its planned capital
expenditures, well as its anticipated working capital requirements
for the foreseeable future.  

At July 29, 2007, the company's balance sheet showed total assets
of $987.3 million, total liabilities of $288.2 million, and total
shareholders' equity of $650.2 million.

                     About Photronics Inc.

Headquartered in Brookfield, Connecticut, Photronics Inc. --
http://www.photronics.com/-- is a manufacturer of photomasks,  
which are high precision quartz plates that contain microscopic
images of electronic circuits.  A key element in the manufacture
of semiconductors and flat panel displays, photomasks are used to
transfer circuit patterns onto semiconductor wafers and flat panel
substrates during the fabrication of integrated circuits, a
variety of flat panel displays and, to a lesser extent, other
types of electrical and optical components.  They are produced in
accordance with product designs provided by customers at
strategically located manufacturing facilities in Asia, Europe,
and North America.  In Europe, the company maintains operations in
Dresden, Germany and Manchester, U.K.

                           *     *     *

As reported in the Troubled Company Reporter on June 13, 2007,
Moody's Investors Service affirmed Photronics Inc.'s B1 corporate
family rating and stable outlook after the closing of its new
five-year $125 million senior secured bank credit facility.  
Simultaneously, Moody's lowered the rating on the existing $150
million convertible subordinated note to B3 from B2.

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


POTLATCH CORP: Buys Western Pacific's Timberland for $215 Mil.
--------------------------------------------------------------
Potlatch Corporation entered into an agreement to acquire
approximately 179,000 acres of timberland in Idaho for
approximately $215 million from Western Pacific Timber LLC,
representing $1200 per acre.

The transaction will occur in two phases, with the majority of
timberlands to be acquired in the first phase, which is expected
to close in September 2007, and the remaining timberlands to be
acquired in the second phase, which is expected to close in
January of 2008.

The transaction will be financed through the company's existing
bank credit facility and cash on hand.

The timberland, located in the heart of central Idaho's outdoor
recreational corridor, contains stocked forests of ponderosa pine
and mixed fir.  The majority of the ownership is less than a two-
hour drive from Boise, Idaho, and is adjacent to the mountain
communities of McCall, New Meadows and Donnelly.  Tamarack Resort,
the four-season ski and golf resort in the West, is in close
proximity to the property.

"In addition to increasing our overall core timberland base, the
lands offer exceptional recreation amenities and real estate value
to those interested in active outdoor recreation in the heart of
Idaho," William R. DeReu, vice president of Real Estate, said.

As it does with its other properties, the company will stratify
these central Idaho forestlands into core timberland for growing
merchantable timber, and non-core and higher and better use lands
for real estate sales.

Potlatch will manage the lands for timber production, real estate
development and recreational amenities.  With this acquisition,
Potlatch will own approximately 1.7 million acres of timberland in
the United States, with a total of 840,000 acres in Idaho.

"The central Idaho acquisition illustrates our commitment to grow
our ownership in regions where we have experience as a leading
timberland management company, and the purchase will be
immediately accretive to cash flow," Michael J. Covey, chairman,
president, and chief executive officer, said.  "This acquisition
also complements our strategy to sell and acquire land through
1031 like-kind exchanges that maximize the tax efficiency of
transactions for shareholders."

                 About Western Pacific Timber LLC

Located in Rancho Mirage, California, Western Pacific Timber LLC
manages real estate which started in 1988.

                       About Potlatch Corp.

Headquartered in Spokane, Washington, Potlatch Corporation
(NYSE:PCH) - http://www.potlatchcorp.com/-- is a Real Estate   
Investment Trust (REIT) with 1.5 million acres of forestland in
Arkansas, Idaho, Minnesota and Wisconsin.  Through its taxable
REIT subsidiary, the company also operates 13 manufacturing
facilities that produce lumber and panel products and bleached
pulp products, including paperboard and tissue.  The company also
conducts a real estate sales and development business through its
taxable REIT subsidiary.  Potlatch is committed to providing
superior returns to stockholders through long-term stewardship of
its resources.

                         *     *     *

The company continues to carry Fitch's 'BB+' Issuer Default
Rating.  That rating was affirmed in January 2007 with a Positive
Outlook.  


RINKER BOAT: Moody's Withdraws Caa1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service withdrew the ratings of Nautic Global
Group (fka Rinker Boat Company) for business reasons.

These ratings are withdrawn:

-- Corporate family rating of Caa1
-- Probability of default rating of Caa1

Nautic Global Group is headquartered in Syracuse, Indiana, and
generated about $300 million of revenue for the twelve months
ended June 30, 2007.


RITCHIE CAPITAL: Illinois State Court Trashes Huizenga's Complaint
------------------------------------------------------------------
Illinois state court judge dismissed all of the claims brought in
a complaint filed against Ritchie Risk-Linked Strategies L.L.C.,
Ritchie Capital Management and other defendants by Huizenga
Managers Fund LLC.

"We've said all along that this was a frivolous and baseless suit
that serves only to waste investors' money, unfairly tarnish our
reputation, and distract from the sale of our life portfolio and
the recovery of damages caused by Coventry First's fraud," said
Thane Ritchie, founder and CEO of Ritchie Capital.  "Should an
amended complaint be filed, we are confident that it would be
dismissed before it reaches trial because it lacks merit and is
based on false allegations."

Huizenga is an investor in Ritchie Risk-Linked Strategies which
invested in the insurance sectors including two special purpose
entities holding portfolios of life policies purchased from
Coventry.

In October 2006, the New York Attorney General charged Coventry
with bid rigging and fraud.  This ultimately terminated a planned
securitization of the life portfolios.

In order to position the assets for a possible sale that would
return the most value to investors, the special purpose entities
began bankruptcy proceedings in June 2007.

"This is an important step for our firm in our ongoing mission to
preserve the maximum value for investors.  We have always acted
ethically and with all investors' best interests in mind, even as
a vocal minority has criticized our decisions," added Mr. Ritchie.

                      About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                    About Ritchie Risk-Linked

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management.  The
Debtors were formed as special purpose vehicles to invest in life
insurance policies in the life settlement market.  The Debtors
filed for Chapter 11 protection on June 20, 2007 (Bankr. S.D.N.Y.
Case Nos. 07-11906 and 07-11907).  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Oct. 18, 2007.


SCO GROUP: Files for Chapter 11 Protection
------------------------------------------
The SCO Group Inc. has filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code.  SCO's subsidiary, SCO Operations Inc., has also filed a
petition for reorganization.

The board of directors of The SCO Group have unanimously
determined that Chapter 11 reorganization is in the best long-term
interest of SCO and its subsidiaries, well as its customers,
shareholders, and employees.
    
The SCO Group intends to maintain all normal business operations
throughout the bankruptcy proceedings. Subject to court approval,
SCO and its subsidiaries will use the cash flow from their
consolidated operations to meet their capital needs during the
reorganization process.
   
"We want to assure our customers and partners that they can
continue to rely on SCO products, support and services for their
business critical operations," Darl McBride, president and CEO,
The SCO Group, said.  "Chapter 11 reorganization provides the
Company with an opportunity to protect its assets during this time
while focusing on building our future plans."
    
The SCO Group has filed a series of first day motions in the
Bankruptcy Court to ensure that it will not have any interruption
in maintaining and honoring all of its commitments to its
customers.  The motions also address SCO's continued ability to
pay its vendors, the retention of various
professional advisors, and other matters.
    
                       About SCO Group Inc.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
-- http://www.sco.com/-- provides software technology for  
distributed, embedded and network-based systems, offering SCO
OpenServer for small to medium business and UnixWare for
enterprise applications and digital network services.


SCOTTISH RE: Unit Completes $555 Million Triple-X Reserve Deal
--------------------------------------------------------------
Scottish Re Group Limited's subsidiary, Clearwater Re Limited, has
closed a transaction that provides up to $555 million of
Regulation Triple-X peak reserve financing for a minimum of 15
years.  Citibank, N.A. and Calyon New York Branch have committed
to purchasing up to $555 million of notes issued by Clearwater Re.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

On June 30, 2007, Scottish Re reported total assets of
$13.6 billion and shareholder's equity of $1.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Moody's Investors Service affirmed the ratings of Scottish Re
Group Limited, with the outlook changed to stable from positive,
including its Senior unsecured shelf of (P)Ba3; its subordinate
shelf of (P)B1; its junior subordinate shelf of (P)B1; its
preferred stock of B2; and its preferred stock shelf of (P)B2.


SEA CONTAINERS: Seeks Approval of Bank of Scotland Agreement
------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve (i) their
letter agreement with The Bank of Scotland, and (i) the sale of
Sea Containers Services Ltd.'s interests in certain computer
equipment.

The Computer Equipment includes certain computers, monitors and
related hardware purchased primarily between 2002 and 2005 by
SCSL and used by the Debtors' various businesses and
subsidiaries.  The purchase of the Computer Equipment was
financed pursuant to an April 19, 2004 loan agreement between
SCSL and BoS.  SCSL made two draws on the BoS loan, on May 14,
2004, and September 30, 2004, aggregating GBP3,423,790, says Sean
T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.

While the Debtors continued to use the Computer Equipment, BoS
took formal assignment of title to the Computer Equipment
pursuant to certain mortgages executed by SCSL at the time of the
draws.  Consequently, BoS filed Claim No. 40 asserting a secured
claim for GBP830,996 against SCSL for amounts outstanding under
the Term Loan.

While the Debtors dispute the value of BoS' security interest in
the Computer Equipment, upon review of their books and records,
the Debtors believe that the stated amount of the BoS Claim as of
the Petition Date approximates the aggregate amount outstanding
on the Term Loan.

Mr. Greecher notes that the Settlement Agreement resolves the
secured and unsecured claims of BoS against SCSL and provides for
the re-assignment to SCSL from BoS of title to the Computer
Equipment.  Once the Computer Equipment gets re-assigned to SCSL,
SCSL seeks authority to transfer the equipment as part of certain
going-concern sales.

According to Mr. Greecher, SCSL seeks to sell certain of the
Computer Equipment as part of the sales of Ferry and Port
Holdings Limited, doing business as Illustrated London News &
Sketch, and Fairways & Swinford (Travel) Limited, both non-debtor
subsidiaries of Sea Containers U.K. Limited, a non-debtor direct
subsidiary of Sea Containers Ltd. -- in exchange for GBP10,000
from the proceeds of the sales of each business.

The sales are expected to be consummated this month and provide
significant value to the Debtors' estates.  As a condition to
closing, the purchasers of ILN and F&S each have required clean
title to the Computer Equipment used by ILN and F&S.  Although
the Debtors believe that no liens will attach to the Computer
Equipment once it is re-assigned to SCSL from BoS, out of an
abundance of caution and to provide assurance to the purchasers,
the Debtors ask the Court to find that the sale of equipment from
SCSL to ILN and F&S will be free and clear of any liens.  The
Debtors further request that the Court grant ILN and F&S the
protections provided to a good faith purchaser under Section
363(m) of the Bankruptcy Code.

In addition to the sales of ILN and F&S, the Debtors are pursuing
other going-concern sales where it is likely that Computer
Equipment will be transferred along with the businesses.  As part
of these sales, the Debtors first sought assignment from BoS of
only that portion of the Computer Equipment involved in the
sales.  However, no resolution could be reached regarding other
portions of the Computer Equipment, and BoS expressed a desire to
resolve the BoS Claim as a whole.

The Debtors agreed that a global settlement would be preferable
to (i) allow the ILN and F&S sales to move forward, (ii) avoid
piecemeal settlements that could delay future sales, and (iii)
provide certainty regarding the continued use of the Computer
Equipment by SCL and its subsidiaries.

The material terms of the Settlement Agreement with BoS are:

  (a) SCSL will pay GBP60,000 to BoS in full and final
      settlement of that portion of the BoS Claim that is
      secured.  The GBP60,000 will be funded using proceeds from
      the ILN and F&S sales and an advance from SCL.

  (b) in exchange for the GBP60,000 payment, the BoS will
      irrevocably and unconditionally release its security under
      the Mortgages over the Computer Equipment and re-assign
      full and complete title and ownership of the Computer
      Equipment to SCSL.

  (c) BoS will have an allowed general unsecured claim against
      the SCSL estate for GBP770,996.

  (d) each party releases the other from any and all claims that
      arose prior to the effective date of the agreement, except
      for Claim No. 39 filed by BoS in the Debtors' Chapter 11
      cases for GBP30,822.

The Computer Equipment, title to which was assigned to BoS to
secure BoS' Term Loan to SCSL, has been integrated into the
business operations of the Debtors and their affiliates.  
Stripping the Computer Equipment from these businesses would
significantly impair their operations and harm their value, Mr.
Greecher tells the Court.

Moreover, the Debtors believe it is critical that BoS' interests
in the Computer Equipment be extinguished so that SCSL can
transfer clean title to purchasers.  This will also ensure a
smooth transition of operations and eliminate risk, Mr. Greecher
adds.


SEA CONTAINERS: Wants to Sell Speedinvest Shares to Triformity
--------------------------------------------------------------
On January 29, 2002, Sea Containers Ltd. entered into a joint
venture agreement -- JV Agreement -- with Triformity Holdings
S.A., an affiliate of a major shipping operator, pursuant to
which each owns a 50% interest in Speedinvest Ltd., to provide
ferry services across the Adriatic Sea.  Triformity manages the
operations conducted by Speedinvest.

Subsequently, Speedinvest (a) leased a (i) Pescara passenger
vessel from Seacat 2, and (ii) Zara passenger vessel from SNAV
Aliscali SPA, an affiliate of Triformity and (b) purchased a
Croatia passenger vessel.  To fund the purchase of the Croatia
vessel, Speedinvest obtained a $8,500,000 loan from Vereins and
Westbank AG.  Speedinvest's obligations under the loan are
guaranteed by SCL and Triformity.  As of September 7, 2007,
Speedinvest owes EUR4,600,000 -- approximately $6,260,000 on the
1oan.

Due to increased fuel prices and decreased passenger volumes,
Speedinvest suffered losses of approximately $2,000,000 in 2005,
and $500,000 in 2006, and estimates losses of approximately
$1,000,000 for 2007.  Since commencing operations in 2002,
Speedinvest has negative total earnings of approximately
$1,100,000.  Pursuant to the JV Agreement, SCL is obligated to
fund 50% of Speedinvest's losses.

In connection with Sea Containers Ltd. and its debtor-affiliates
operational restructuring and to discontinue funding the losses
incurred by Speedinvest, SCL determined to sell its interest in
Speedinvest, Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, relates.

Under the JV Agreement, prior to transferring its Speedinvest
shares to a third party, SCL must first offer to sell the shares
to Triformity.  SCL may only proceed to transfer to a third party
those shares which Triformity declines to purchase, and may only
transfer the shares on terms no less favorable than those offered
to Triformity.

Upon becoming aware of SCL's decision to sell its shares in
Speedinvest, Triformity indicated its interest in exercising its
purchase option and submitted an offer to SCL.  After reviewing
the offer and analyzing potential alternatives, SCL determined
that the sale of SCL's Speedinvest shares to any potential third
party purchaser would provide less value to SCL and the Debtors'
estates and their creditors than the offer proposed by
Triformity.

SCL proceeded to engage in extensive arm's-length negotiations
with Triformity.  After weeks of discussion, during which SCL did
not obtain any third party offers to purchase the Speedinvest
shares, SCL and Triformity entered into the Sale Agreement, the
terms of which include:

  (a) SCL will sell all its shares of Speedinvest to Triformity
      for EUR920,OOO -- approximately $1,250,000;

  (b) SCL will be released fully from its guarantee under the
      Vereins and Westbank AG -- approximately $6,260,000
      outstanding; and

  (c) SCL and Triformity will provide each other mutual
      releases.

                Transfer Agreement with Seacat 2

As of September 7, 2007, Speedinvest owes Seacat 2 $977,344 on
account of overdue lease payments.  In connection with the sale
of SCL's shares of Speedinvest, SCL and Triformity agreed to a
final settlement of Speedinvest's outstanding liabilities,
including the lease payments owed to Seacat 2.

To effectuate the sale of its Speedinvest shares and realize the
associated cost-savings, SCL entered into an agreement with
Seacat 2 pursuant to which SCL will distribute $977,344 of the
$1,250,000 Speedinvest sale proceeds to Seacat 2, in full and
final satisfaction of the outstanding payments owed to Seacat 2
on account of Speedinvest' s lease of the Pescara vessel.

Without the settlement of the obligations owed by Speedinvest to
Seacat 2, Triformity would not have agreed to purchase SCL's
Speedinvest shares.  After the distribution to Seacat 2, SCL will
receive approximately $254,000 of the Speedinvest sale proceeds.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware Court approve (i) the sale of SCL's shares in
Speedinvest to Triformity pursuant to the Sale Agreement, and (ii)
the transfer of portions of the Speedinvest sale proceeds to
Seacat 2 in accordance with the Transfer Agreement.

In the event that a party submits a competing offer prior to the
hearing on the request, the Debtors, in consultation with the the
Official Committees of Unsecured Creditors of Sea Containers Ltd.
and Sea Container Services Ltd., will evaluate, and determine
whether to pursue, the offer.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Debtors have asked the Court to extend their exclusive period
to file a chapter 11 plan until Dec. 21, 2007.  (Sea Containers
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SECURITY NATIONAL: S&P Holds Ratings on 45 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 45
classes of mortgage certificates from seven Security National
Mortgage Loan Trust transactions.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Credit support for
these transactions is derived from a combination of subordination,
excess interest, and overcollateralization.

As of the Aug. 25, 2007, remittance date, total delinquencies, as
a percentage of the current trust balances, ranged from 27.75%
(series 2006-1) to 48.49% (series 2002-2).  Cumulative losses, as
a percentage of the original trust balances, ranged from 0.08%
(series 2006-3) to 6.34% (series 2002-2).  The outstanding pool
balances ranged from 33.55% (series 2002-2) to 91.30% (series
2006-3) of their original sizes.
     
The collateral for these transactions consists of re-performing,
document-deficient, scratch-and-dent loans backed by first and
second liens on one- to four-family residential properties,
multifamily properties, or commercial properties, including
investment properties.

                        Ratings Affirmed
   
             Security National Mortgage Loan Trust

          Series    Class                      Rating
          ------    -----                      ------
          2004-1    AF-3, AV                   AAA
          2004-1    M-1                        AA
          2004-1    M-2                        A
          2004-1    B                          BBB
          2004-2    AF-2, AF-3, AV             AAA
          2004-2    M-1                        AA
          2004-2    M-2                        A
          2004-2    B                          BBB
          2005-1    AF-1, AF-2, AV             AAA
          2005-1    M-1                        AA
          2005-1    M-2                        A
          2005-1    B-1                        BBB
          2005-1    B-2                        BB
          2005-2    A-1, A-2, A-3, A-4         AAA
          2005-2    M-1                        AA
          2005-2    M-2                        A
          2005-2    B-1                        BBB
          2006-1    1-A-1, 1-A-2, 1-A-3, 2-A   AAA
          2006-1    M-1                        AA
          2006-1    M-2                        A
          2006-1    B-1                        BBB
          2006-1    B-2                        BBB-
          2006-2    A-1, A-2, A-3              AAA
          2006-2    M-1                        AA
          2006-2    M-2                        A
          2006-2    B-1                        BBB
          2006-3    A-1, A-2, A-3              AAA
          2006-3    M-1                        AA
          2006-3    M-2                        A
          2006-3    B-1                        BBB


SOUNDVIEW HOME: Fitch Cuts Rating on $61.4 Million Certificates
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Soundview Home
Equity Loan Trust asset-backed certificates.  Affirmations total
$665.7 million and downgrades total $61.4 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Soundview 2006-EQ2

  -- $578.9 million class A affirmed at 'AAA' (BL: 28.80, LCR:
     2.6);

  -- $30.1 million class M-1 affirmed at 'AA+' (BL: 25.76, LCR:
     2.32);

  -- $26.3 million class M-2 affirmed at 'AA' (BL: 22.54, LCR:
     2.03);

  -- $15.4 million class M-3 affirmed at 'AA-' (BL: 20.41, LCR:
     1.84);

  -- $15 million class M-4 affirmed at 'A+' (BL: 18.31, LCR:
     1.65);

  -- $13.4 million class M-5 downgraded to 'A-' from 'A' (BL:
     16.41, LCR: 1.48);

  -- $12.5 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 14.55, LCR: 1.31);

  -- $10.4 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL: 12.87, LCR: 1.16);

  -- $6.3 million class M-8 downgraded to 'BB+' from 'BBB' (BL:
     11.71, LCR: 1.06);

  -- $8.3 million class M-9 downgraded to 'BB-' from 'BBB-'
     (BL: 10.16, LCR: 0.92);

  -- $10.4 million class M-10 downgraded to 'B' from 'BB+' (BL:
     8.60, LCR: 0.78).

Deal Summary

  -- Originators: (100% Equifirst);
  -- 60+ day Delinquency: 6.39%;
  -- Realized Losses to date (% of Original Balance): 0.00%;
  -- Expected Remaining Losses (% of Current Balance): 11.09%;
  -- Cumulative Expected Losses (% of Original Balance): 9.88%.


THORNBURG MORTGAGE: Moody's Puts Low-B Ratings on Two Certificates
------------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Thornburg Mortgage Securities Trust 2007-4
and ratings ranging from Aa2 to B2 to the subordinate certificates
in the deal.

The securitization is backed by first-lien, adjustable-rate
hybrids prime quality mortgage loans originated by Thornburg
Mortgage Home Loans Inc.  The ratings are based primarily on the
credit quality of the loans and on the protection against credit
losses by subordination.  Moody's expects collateral losses to
range from 0.50% to 0.60%.

The mortgage loans will be serviced by Thornburg Mortgage Home
Loans Inc.  In addition, Wells Fargo Bank N.A. will act as master
servicer.  Wells Fargo Bank N.A. is rated SQ1 by Moody's as a
master servicer.

The complete rating actions are:

Thornburg Mortgage Securities Trust 2007-4

Mortgage Loan Pass-Through Certificates, Series 2007-4

-- Class 1A-1, Assigned Aaa
-- Class 1A-2, Assigned Aaa
-- Class 2A-1, Assigned Aaa
-- Class 2A-2, Assigned Aaa
-- Class 3A-1, Assigned Aaa
-- Class 3A-2, Assigned Aaa
-- Class A-R, Assigned Aaa
-- Class B-1, Assigned Aa2
-- Class B-2, Assigned A2
-- Class B-3, Assigned Baa2
-- Class B-4, Assigned Ba2
-- Class B-5, Assigned B2


TPF II: S&P Puts Preliminary BB- Rating on $220 Million Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
ratings to TPF II LC LLC's $180 million senior secured term loan B
and $40 million revolver, both of which mature in 2014.  At the
same time, Standard & Poor's assigned recovery ratings of '2' to
the facilities, indicating the expectation of substantial recovery
(70%-90%) in event of default.  The outlook is stable.
     
The proposed issues will be used to finance the acquisition of two
simple-cycle natural gas peaking power plants, Lincoln Generation
Facility and Crete Generation Facility, with nominal capacity of
656 MW and 328 MW, respectively.  The plants will be purchased
from ArcLight and DTE.  Tenaska Power Fund II, a newly formed
private equity fund, will be the indirect owner of 100% of TPF.
     
The preliminary ratings assume that all project documents are
finalized on comparable terms as presented to Standard & Poor's,
and that the project meets our criteria for special purpose
entities, including the provision of an independent director and a
non-consolidation opinion.  The final rating will depend on
meeting these criteria and a review of all finalized project
documents.
     
The project is expected to generate revenue from tolling
agreements already in place, followed by merchant energy and
capacity payments in the RTO region of PJM's reliability pricing
model capacity market when the agreements expire.
     
The 'BB-' rating reflects these risks:

     -- Commodity risk for fuel, energy, and capacity prices
        through the majority of the debt's term;

     -- Refinancing risk in 2014 under the Standard & Poor's
        base case;

     -- Dependence on cash from operations to fund major
        maintenance expenditures;

     -- Ability to incur additional debt at Tenaska Power Fund
        II; and

     -- Historical heat rates above pro forma projections,
        based on limited data.

The above risks are offset by these strengths at the 'BB-' level:

     -- A 100% sweep of excess cash that steps down to 75% at
        coverage ratios of 3.0x or higher;

     -- Contracted revenues from tolling agreements and
        transparent capacity pricing over the next three years;

     -- Robust coverage ratios under several stress scenarios,
        including low dispatch and depressed capacity prices;

     -- Revenue streams from both energy and capacity at two
        locations, providing mild diversification; and

     -- A six-month debt service reserve account.


US AIRWAYS: Robert Isom Appointed as Chief Operating Officer
------------------------------------------------------------
US Airways has named airline industry veteran Robert D. Isom,
Jr., to the newly created position of executive vice president
and chief operating officer, effective Sept. 6, 2007.  In that
position, Mr. Isom, 43, will head up the airline's operations,
including flight operations, inflight services, maintenance and
engineering, airport customer service, reservations, cargo and
the Express operation.

In addition, the airline named Daniel Pon to the position of vice
president, Human Resources and Kerry Hester to the position of
vice president, Customer Service Planning.  Senior vice president
of Customer Service, Anthony V. Mule, also announced his plans to
retire after a 35-year career in the aviation industry that
spanned American Airlines, Pan American, America West and US
Airways.

According to US Airways Chairman and Chief Executive Officer Doug
Parker, "It's an exciting day for our airline to add three
experienced executives to our team.  Each of them brings a unique
set of experiences and knowledge that will help us achieve our
goal to build a better airline.

"I also want to acknowledge the upcoming retirement of Anthony
Mule, who has worked with me and others at our airline for more
than 11 years.  Anthony has been part of the aviation community
for over 35 years and has made a positive impact on many people
along the way.  We are grateful for his contributions to our
airline and look forward to building on the foundation he has put
into place."

                         About R. Isom

Prior to joining US Airways, Mr. Isom served as chief
restructuring officer of GMAC, LLC, from October 2006 through
August 2007, and as chief operating officer, Residential Finance
Group, GMAC ResCap from October 2005 through September 2006.  He
served as senior vice president, Ground Operations and Customer
Service of Northwest Airlines, Inc., from 2003 until 2005 and as
vice president, International of Northwest Airlines, Inc. from
2001 until 2003.  Mr. Isom also served Northwest from 1991
through 1995, and 2000 through 2001 in various positions,
including vice president, Finance and director, Cargo Strategic
Planning.  From 1995 through 2000, Mr. Isom held senior
management positions in finance, operations and revenue
management at America West Airlines, Inc.

In the role of chief operating officer, Mr. Isom will report to
US Airways President Scott Kirby.

"We are very pleased to have an executive of Robert's caliber
join us.  In addition to possessing a strong background in
international and domestic airline operations, Robert brings a
good balance of customer focused ideas and the right analytical
skills to help US Airways navigate in an ever evolving industry.  
He has a passion for, and an acute understanding of the airline
industry, which will prove invaluable to the customers and
employees of US Airways," Mr. Kirby said in a company statement.

Mr. Isom's annual base salary will be $400,000, Janet Dhillon, US
Airways senior vice president and general counsel, disclosed in a
regulatory filing with the U.S. Securities and Exchange
Commission.  Mr. Ison will also receive a one-time $120,000
initial payment upon joining the company.  "Mr. Isom must repay
100% of the initial payment if he voluntarily terminates his
employment with us before completing 12 months of service or if
he is terminated for cause, and he must repay 50% of the initial
payment if he voluntarily terminates employment with us after 12
months of employment but before completing 24 months of
employment," Ms. Dhillon clarifies.

Consistent with the company's objective of aligning the interests
of its executives and officers with its stockholders, Mr. Isom
received a grant of 70,000 stock appreciation rights on Sept. 6,
2007, vesting one-third on each of Sept. 6, 2008, 2009 and 2010,
with an exercise price equal to the fair market value of US
Airways Group's common stock on the date of grant.  He also
received a grant of 35,000 restricted stock units on Sept. 6,
2007, vesting one-third on each of Sept. 6, 2008, 2009 and 2010.

To align his variable, performance-based compensation with the
financial goals of the company, Mr. Isom will participate in US
Airways' annual Incentive Compensation Plan and long-term
Performance-Based Award Plan.  Mr. Isom, Ms. Dhillon related,
will participate in the ICP at the Executive Vice President
level, under the same performance metrics approved by the
company's Compensation and Human Resources Committee for 2007,
with a 2007 target bonus equal to 60% of his base salary, a
maximum bonus equal to 120% of his base salary and a threshold
bonus equal to 30% of his base salary.

Pursuant to the terms of the ICP, any 2007 award to Mr. Isom will
be pro-rated based on the actual number of full months that he
serves during the year, Ms. Dhillon elaborated.  The HR Committee
has determined that no ICP awards will be paid out, including Mr.
Isom's award, if there is not a payout under the company's
employee profit sharing plan in order to align performance
incentives throughout the ranks.

In addition, Mr. Isom will be eligible to receive a separate
bonus payment for 2007 equal to the difference between:

  (a) the bonus he would receive under the ICP for 2007 if the
      plan did not require pro-rating based on full months of
      employment; and

  (b) the ICP bonus he actually receives for 2007.

                          About D. Pon

In his capacity as vice president of Human Resources, Mr. Pon,
55, will report to Elise Eberwein, senior vice president of
people, communications and culture, and will be responsible for
the airline's domestic and international human resources
services, including medical and retirement benefits,
compensation, employee assistance services, employee relations,
drug and alcohol testing and employee travel.

"Operating an airline our customers enjoy depends on having
engaged and enthusiastic employees," said Ms. Eberwein.  "You
simply can't have one without the other, and the HR department's
mission, to serve our internal customers, will be further
realized under Dan's leadership.  Dan brings comprehensive HR
generalist experience as well as an extensive background in
benefits, administration and employee relations.  Most
importantly, he will do a fantastic job overseeing the policies
that make life easier for our most important internal customer,
the more than 36,000 people who are US Airways."

Mr. Pon has more than 15 years of human resources experience and
was most recently vice president of global compensation and
benefits for Sanmina-SCI of San Jose, California.  With an
employee base of 40,000, Mr. Pon oversaw global benefits and
retirement and managed that company's total compensation
programs.  He brings additional experience from ASTAR Air Cargo
and was a key member of that air cargo company's 2005 hub
relocation project.  Mr. Pon also served as vice president of
E*Trade Group from 1997 to 2001.

Mr. Pon holds a bachelor of arts in political science and a
master of arts in public administration from California State
University, Hayward.  He is also a member of the Society for
Human Resource Management.  Mr. Pon and his wife Teresa will
relocate to the Phoenix area.

                         About K. Hester

As vice president of Customer Service Planning, Ms. Hester, 37,
will coordinate the overall customer travel experience -- from
the initial reservation, to check-in at the airport and onto the
plane, all the way to what happens in irregular operations
situations.

"Kerry is a strategic and analytical executive who also has a
passion for seamless customer service," Mr. Isom remarked.  "Her
mission at our airline will include building on our current
airport operations and working with other departments to ensure
that the travel experience is enjoyable and efficient for our
customers."

Ms. Hester joins US Airways from Northwest Airlines.  During her
11 years at Northwest, she built a broad base of airline
knowledge through a variety of leadership roles in revenue
management, planning, airport operations, and reservations.  Most
recently, she served as managing director of Employee Engagement.  
Prior to joining Northwest Airlines in 1996, Ms. Hester worked at
Aeroquip Corporation and Andersen Consulting.

Ms. Hester graduated with a bachelor of arts in economics from
Tulane University and earned a master of business administration
from the University of Michigan.  She and her husband Doug will
relocate to the Phoenix area.

Mr. Parker said, "We have a great management team today and the
additional bench strength these three executives bring will help
complete our integration and build a great place to work for our
people and an airline that customers enjoy flying."

                      About U.S. Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 148  Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated carries Standard & Poor's Ratings
Services 'B' rating.  That rating was assigned in March 2007.


US AIRWAYS: August 2007 Passenger Traffic 4.3%
----------------------------------------------
US Airways Group, Inc., reported Sept. 6, 2007, August and year-
to-date traffic results for 2007.  Revenue passenger miles for
the month were 5,700,000,000, up 4.3% from August 2006.  Capacity
was 6,800,000,000 available seat miles, down 1.9% from August
2006.  Passenger load factor for the month of August was 85.0%
versus 80.0% in August 2006.

"Our consolidated passenger revenue per available seat mile
during August 2007 was up over five percent on a year-over-year
basis.  Looking forward, we are encouraged as both business and
leisure demand remains strong.  We are also pleased by the
progress our airline is making operationally, which continues to
improve, with an average of 87.1% of our flights arriving on-time
during the recent Labor Day weekend," US Airways President Scott
Kirby, said in a statement.

America West and US Airways report combined operational
performance to the Department of Transportation.  For the month
of August 2007, the combined domestic on-time performance was
69.4% with a completion factor of 98.4%.

                 Other Notable Accomplishments

US Airways further provided these brief updates on notable
company accomplishments during the month of August:

  * The airline maintenance and reliability groups set a new
    V2500 engine operating hours performance record with the
    completion of more than 30,000 flight hours.

  * New livery of the airline's mainline fleet nears the 200
    mark, with approximately 160 left to paint.

  * The company signed a new codeshare agreement with Star
    Alliance member Air New Zealand, providing non-stop flights
    available for US Airways customers to Auckland, New Zealand
    via San Francisco and Los Angeles.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 148  Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated carries Standard & Poor's Ratings
Services 'B' rating.  That rating was assigned in March 2007.


VESCOR CAPITAL: Owner Refuses to Answer Question at Meeting
-----------------------------------------------------------
Val Southwick, owner of VesCor Capital Inc., refused to answer
questions raised by investors on where their money went, Tom
Harvey of The Salt Lake Tribune reports.

A creditors meeting was held last Wednesday, September 12.

Mr. Harvey reports however that according to Jeff Galyean,
controller of VesCorp Capital, LLC, funds from newer investors
were the ones used to pay off earlier investors.  VesCorp LLC is
the financial arm of VesCor Inc.  Mr. Further said, under oath,
that investors, as well as bills, were also paid using funds
mingled among 50 or more companies controlled by Mr. Southwick.

The Hon. Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah had ordered Mr. Southwick to attend the meeting,
the report adds.  Mr. Harvey relates that Mr. Southwick was
advised by one of his attorneys not to answers questions and bring
any documents.

Based in Ogden, Utah, Vescor Capital Inc., invests in real estate-
based, income-producing projects throughout the western United
States.  The company filed for chapter 11 protection on May 30,
2007 (Bankr. D. Utah Case No. 07-22435).  J. Thomas Beckett, Esq.,
at Parsons Behle & Latimer, represents the Debtor.  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $1 million and $100 million.


VESTA INSURANCE: Florida Select Has Until December 20 to File Plan
------------------------------------------------------------------
The Hon. Thomas B. Bennett of the U.S. Bankruptcy Court Northern
District of Alabama extends Florida Select Insurance Agency,
Inc.'s exclusive period by which it must:

  (a) file a plan of reorganization to Dec. 20, 2007; and
  (b) solicit acceptances on that plan to Feb. 18, 2008.

During the extended Exclusive Periods, no creditor of Florida
Select or any party-in-interest may file a plan or solicit votes
for any plan, unless authorized to do so by the Court.

Florida Select is part of a complex insurance network, and many of
its affiliates have filed for bankruptcy or been placed in
receiverships.  A substantial number of claims between Florida
Select and its affiliates exist, arising out of general managing
agreements and tax-sharing agreements.

No distribution of Florida Select's assets can be made until the
intercompany disputes are resolved, many of which are centered on
funds in the Debtor's possession, Rufus T. Dorsey, IV, Esq., at
Parker, Hudson, Rainer & Dobbs LLP, in Atlanta, Georgia, noted.

Moreover, Florida Select told Judge Bennett asserts it is not yet
in a position to accurately evaluate the claims filed against it,
finalize a plan, or prepare a disclosure statement, because of its
disputes with its affiliates.

Florida Select must first resolve the disputes regarding claims of
its affiliates and the funds in its possession before it can hope
to formulate and negotiate a successful plan, Mr. Dorsey told the
Court.  "Resolution of the matter is necessary in order for
Florida Select to prepare a disclosure statement containing
adequate information."

Mr. Dorsey asserted that Florida Select has made progress toward
resolving its intercompany disputes.  Florida Select, Mr. Dorsey
related, has commenced settlement negotiations with the receivers
for Vesta Fire Insurance Corporation and The Hawaiian Insurance &
Guaranty Company, Limited, both of which assert interests in
significant funds held by Florida Select.  The parties have
exchanged information informally, and Florida Select has made a
settlement proposal to both Vesta Fire and HIG.  The negotiations,
however, have not resulted in a settlement agreement.  Florida
Select need more time to continue the ongoing discussions.

Mr. Dorsey maintained that Florida Select is not seeking an
extension of the Exclusive Periods as a negotiation tactic or as a
means of maintaining leverage over any group of creditors whose
interests may be harmed by the extension.  

Moreover, Florida Select has sufficient liquidity to pay its
postpetition debts as they come due, Mr. Dorsey assured the
Court.  The Debtor has been paying, and will continue to pay, its
undisputed postpetition debts as they come due.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding     
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  (Vesta Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


VESTA INSURANCE: Court Okays Florida Select Osprey Agreement
------------------------------------------------------------
The Hon. Thomas B. Bennett of the U.S. Bankruptcy Court Northern
District of Alabama approved a settlement agreement entered into
by Florida Select Insurance Agency, Inc. Osprey, S.A., Ltd., as
landlord, with respect to an office space lease in Sarasota,
Florida.

Osprey is the successor-in-interest to EOP-Sarasota City Center,
LLP.

Florida Select leased an office space in a building located at
1819 Main Street, in Sarasota, Florida, pursuant to a lease
agreement it entered into EOP-Sarasota in July 1988.  The
Sarasota Premises also contained various assets of Florida
Select, including furniture, telephone systems, and computer
equipment.

The Florida Department of Financial Services took control and
dominion of the Sarasota Premises and the Sarasota Property when
it was appointed as receiver of Florida Select Insurance Company
for purposes of rehabilitation.  FSIC was placed under
receivership in June 2006.  Florida Select served as FSIC's
managing general agent pursuant to a certain agreement.

FSIC remains in a rehabilitation proceeding and has assigned its
its insurance policies to a third party.  Those assignments
relate, in part, to policies that are subject of FSIC's General
Managing Agency Agreement with Florida Select.  As a result, FDFS
has decided to vacate the Sarasota Leased Premises effective as
of May 31, 2007, and cease paying rent.

Florida Select believes that FDFS paid the monthly rental on the
Sarasota Leased Property during the time of its occupation.  

The term of the Lease will expire on August 31, 2008.

Given the impact of the FSIC Receivership Action on its business
affairs, Florida Select asserts that the Leased Premises
constitutes an unnecessary drain on its cash flow and thus, seeks
to reject the Lease and resolve any issues with the landlord.

Accordingly, Florida Select and Osprey entered into a settlement.  
The parties agree that effective on the Rejection Date, the
Sarasota Lease will be deemed rejected by Florida Select pursuant
to Section 365(a) of the Bankruptcy Code.  Osprey will be
entitled to retain the Security Deposit for application to any
and all claim it may have had against Florida Select for
obligations under the Lease accruing after the Petition Date.

The parties also agree to release each other from all Lease
Claims.

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding     
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  (Vesta Bankruptcy News,
Issue No. 25; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


VIRANATIVE AB: Files for Bankruptcy Protection in Sweden
--------------------------------------------------------
ViraNative AB, Viragen International Inc.'s subsidiary, has filed
an application seeking protection under the bankruptcy laws of
Sweden.  

The bankruptcy application was filed in the District Court of
Umea, under Case Number K1767-07.  The application was filed
because ViraNative was unable to pay taxes and other debts.

The bankruptcy court has appointed Anders Bergman of
Ackordscentralen Norrland AB as bankruptcy administrator for
ViraNative.  It is the responsibility of the administrator to
inventory the assets of the bankrupt and to identify the creditors
and the amount of their claims.

The bankruptcy administrator will also seek to identify purchasers
for the assets of ViraNative and process their orderly liquidation
and sale in accordance with Swedish laws. Mr. Bergman can be
reached by telephone at: +46 (0) 90-70 6200

While Viragen Inc. continues to seek new sources of working
capital to fund its operations, and the operations of Viragen
International Inc., the companies do not intend to fund further
operations of ViraNative during the bankruptcy process.

Therefore, ViraNative's operations may be disrupted or halted.
Viragen Inc. and Viragen International Inc. are monitoring the
bankruptcy proceedings but at this stage cannot predict what
impact the proceedings may have on their respective operations.

                       About ViraNative AB

Located in Umea, Sweden, ViraNative AB, Viragen International
Inc.'s wholly owned subsidiary, manufactures Multiferon(R), a
multi-subtype, human alpha interferon.


WERNER LADDER: Creditors Committee Files 2nd Amended Plan
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Werner Holding Co. (DE), Inc., and its
affiliates delivered a copy of its Second Amended Liquidating
Plan and Disclosure Statement to the United States Bankruptcy
Court for the District of Delaware on September 13, 2007.

A blacklined copy of the Committee's Second Amended Plan revising
certain terms in its First Amended Plan, filed on September 11,
2007, is available at no charge at:

            http://ResearchArchives.com/t/s?2362

A blacklined copy of the Committee's Second Amended Disclosure
Statement modifying its First Amended Disclosure Statement is
available at no charge at:

            http://ResearchArchives.com/t/s?2363

Under the Second Amended Plan, the total amount of additional
wind-down funding that Milk Street Investors LLC, or its
designee, will provide to pay the Allowed Wind-Down
Administrative Claims not satisfied from the $750,000 Wind-Down
Amount has been decreased to $311,000 instead of the initially
agreed $350,000 funding, pursuant to a September 10, 2007
stipulation among the Debtors, the Committee, Milk Street and
Levine Leichtman Capital Partners III, L.P.

Joseph Galzerano, co-chairman of the Committee, tells Judge Carey
that the Second Amended Plan also provides for the assignment of
the LLCP Second Lien Claim under Section 507(b) of the Bankruptcy
Code to the LLCP Entities by The Union Central Life Insurance
Company and Grand Central Asset Trust, PNT Series, in the total
approximate amount of $6,500,000.

The LLCP Second Lien Claim is an allowed unsecured super-priority
claim for $96,910,584, plus all accrued interest thereon accruing
until the payment date, and all other allowed amounts entitled to
priority under Section 507(b) of the Bankruptcy Code, which may
be assigned to either or both of the LLCP Entities, including
Union Central and Grand Central Asset.

Mr. Galzerano states that the LLCP Second Lien Claim Assignment
will resolve the joint objection to the Plan filed by Union
Central and Grand Central Asset.  In consideration for
withdrawing that objection and assigning those claims to the LLCP
Entities, Union Central and Grand Central Asset will each have
the right to receive its pro rata share of the distributions made
to the Holder of the Allowed Class 3 Claim, but only after the
appropriate sharing distributions have been made on account of
the Allowed Jefferies Transaction Fees or to the Holders of
Allowed General Unsecured Claims.

The Second Amended Plan further provides that each Holder of an
Allowed Other Priority Claim will receive deferred cash payments
from the proceeds of the Liquidation Trust Assets, after payment
of Allowed Non-Wind-Down Administrative Claims, of a value, as of
the Effective Date, equal to the allowed amount of that Claim.

       Mr. Stanziale's Appointment as Liquidation Trustee

The Committee aims to have its Second Amended Plan declared
effective on or before October 31, 2007.

The Committee proposes that on the Plan Effective Date, Charles
A. Stanziale, Jr. will serve as the Liquidation Trustee, and will
have all powers, rights and duties of a trustee, except those
provided exclusively to the Litigation Designee.

The Committee, with LLCP's consent, recommended Mr. Stanziale to
be the Liquidation Trustee.

The Liquidation Trustee's duties include administering the
Liquidation Trust Assets other than certain "Causes of Action"
and exercising the right and duty to monitor the actions of the
Litigation Designee and to receive monthly status reports from
the Litigation Designee as to the status of the litigation,
settlement, administration and pursuit of the Causes of Action.

                      Causes of Action

Representing the Committee, Victoria W. Counihan, Esq., at
Greenberg Traurig, LLP, in Wilmington, Delaware, relates that the
Causes of Action covers all claims, actions, causes of action,
choses in action, suits, debts, dues, damages, judgments, third
party claims, counterclaims, and crossclaims that are or may be
pending or existing on the Effective Date against any person or
entity, based in law or equity.

Ms. Counihan notes that the Causes of Action do not include any
actions included in the Debtors' sold assets to New Werner
Holding Co. (DE), LLC, or any actions that have been or are
released under the Second Amended Plan.

In addition to the Claims, the Second Amended Plan provides that
all Causes of Action, including avoidance actions, will be
preserved and prosecuted by the Litigation Designee, on behalf of
the Liquidation Trust.

The Committee will file with the Court a list of potential Causes
of Action that have been investigated and may be pursued by the
Litigation Designee after the Effective Date.

                          Tort Claims

Ms. Counihan states that it is unclear the extent to which the
Court may exercise subject matter jurisdiction over any tort
claim or any other claim asserting damages for personal injuries
or property damage, which claims may be required to be heard by a
court other than the Delaware Court.

Ms. Counihan notes that the Liquidation Trustee may have
insufficient funds to defend Tort Claims and any other damage or
injury claims, and therefore, may seek to compromise those claims
or allow a judgment to be entered in the amount sought in
connection with any Tort Claim or any other claim, provided that
any judgment entered in violation of the automatic stay or any
Court order will be null and void and unenforceable against the
Liquidation Trust or the Liquidation Trust Assets.

Any Tort Claim that is properly determined and liquidated will be
deemed an Allowed Class 4 Claim in a liquidated amount and
satisfied by and from the Liquidation Trust in accordance with
the Second Amended Plan.

             Rule 3018(a) Motions & Lease Rejection

The Second Amended Plan provides that each Claim or Interest to
which an objection has been filed by September 25 will be
temporarily allowed for voting purposes only to the extent and in
the manner and amount as may be set forth as the proposed allowed
amount or classification in that objection, unless:

  -- the Holder files a motion pursuant to Rule 3018(a) of the
     Federal Rules of Bankruptcy Procedure no later than Oct. 1;
     and

  -- the Court approves the motion temporarily allowing the
     claim for purposes of voting to accept or reject the Plan.

Moreover, if rejection of an executory contract or unexpired
lease results in damages to the other party or parties to a
contract or lease, any claim for damages, if not evidenced by a
timely filed proof of claim, will be forever barred and will not
be enforceable against the Debtors, the Liquidation Trust, or
their properties, successors or assigns, unless a Claim is filed
and served on the Liquidation Trustee and any of its counsel, on
or before 30 days after the later to occur of (i) the Effective
Date and (ii) the date of entry of a Court order authorizing
rejection of a particular executory contract or unexpired lease.

                        About Werner Ladder

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

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  On Sept. 10, 2007, the
Committee filed an Amended Plan and Disclosure Statement.  The
hearing to consider the adequacy of the Disclosure Statement
started on August 23 and was continued to September 12.  The
Debtors' exclusive period to file a chapter 11 plan expired on
June 30, 2007.

(Werner Ladder Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
(215/945-7000).


WERNER LADDER: IRS Wont' Object to Disallowance of Claim No. 1005
-----------------------------------------------------------------
Charles H. Keen, Esq., as trial attorney of the United States
Department of Justice, Tax Division, in Washington, D.C., informs
the U.S. Bankruptcy Court for the District of Delaware that the
department has no objection to the proposed disallowance of Claim
No. 1005 filed by the Internal Revenue Service against the
Debtors' estate.

The Official Committee of Unsecured Creditors previously sought
disallowance of 38 proofs of claim, aggregating $496,429, in
their Chapter 11 cases.  The Committee asserted that they were
either filed after the Dec. 12, 2006 Claims Bar Date for
prepetition claims, or after the July 9, 2007 Administrative
Claims Bar Date for holders seeking administrative expense claim
payments.

The Late-Filed Claims, according to the Committee, aggregating
$496,429, include:

   Claimant                    Claim No.   Claim Amount
   --------                    ---------   ------------
   Jack D. Blair                  1030          $2,500
   Cynthia R. Crowe               1027          11,133
   Depository Trust Company       1052         250,000
   Department of Treasury -       1005         232,796
    Internal Revenue Service

                        About Werner Ladder

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

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  On June 19, 2007,  
the Creditors Committee submitted their own chapter 11 plan and  
disclosure statement explaining that plan.  On Sept. 10, 2007, the
Committee filed an Amended Plan and Disclosure Statement.  The
hearing to consider the adequacy of the Disclosure Statement
started on August 23 and was continued to September 12.  The
Debtors' exclusive period to file a chapter 11 plan expired on
June 30, 2007.

(Werner Ladder Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
(215/945-7000).


WILD WEST: Owners Still Have $325,000 in Unpaid Taxes
-----------------------------------------------------
Thomas Etheredge and wife Cheryl, owner of Wild West World LLC,
owes around $325,000 in unpaid taxes, the Associated Press reports
citing court documents.

The couple still owes the Internal Revenue Service $273,148.60 and
$52,000.64 from the state from 2005.

AP relates that after several months of collection efforts failed,
a state tax warrant was filed August 20, while the federal was
filed on August 27.  The tax bills, according to AP, came due in
April 2006, about the same time that Mr. Etheredge formed a
management team to build Wild West.

The actions however have no direct effect on the Wild West's
bankruptcy proceedings, AP adds, citing the Etheredge's attorney,
Tom Gilman, Esq.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


* S&P Takes Rating Actions on Various Transactions
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 46
tranches from nine U.S. trust preferred CDO transactions
collateralized in part by debt issued by mortgage real estate
investment trusts.  Concurrently, S&P removed from CreditWatch the
39 CDO ratings that had been on CreditWatch negative before
the downgrades.  In addition, S&P affirmed its ratings on five
tranches from two trust preferred CDO transactions and removed
them from CreditWatch negative, and S&P left its ratings on two
tranches on CreditWatch negative without lowering them.  The 46
downgraded CDO tranches represent an issuance amount of $936.875
million.

The CDO downgrades primarily reflect the weakening credit quality
of the mortgage REIT assets held within these CDO collateral
pools.  Because of recent conditions in the mortgage markets, many
mortgage originators and purchasers, including REITs, have faced
challenges in obtaining funding to finance their ongoing
operations.

Trust preferred securities (TruPS) and the trust preferred CDOs
that contain them in their collateral pools can generally be
grouped into three categories:

     -- Bank TruPS, issued by small- to mid-size bank holding
        companies;

     -- Insurance TruPS, issued by small- to mid-size insurance
        companies; and

     -- REIT TruPS, issued by equity or mortgage REITs.

These rating actions affect only REIT trust preferred CDO
transactions.  Of the 92 trust preferred CDO transactions rated by
Standard & Poor's in the U.S, 14 are REIT trust preferred CDO
transactions.  Overall, Standard & Poor's rates approximately
1,690 active U.S. cash flow and hybrid CDO transactions and
approximately 1,640 U.S. non-excess-spread synthetic CDO
transactions.

Summary of RMBS-Related CDO Rating Actions to Date

In connection with its review of CDO transactions that have
exposure to U.S. residential mortgage-backed securities (RMBS) and
other securities that have experienced negative rating actions
since July 2007, Standard & Poor's has, to date, lowered its
ratings on 121 tranches from 27 cash flow and hybrid CDO
transactions.  Additionally, 117 tranche ratings from 40 cash flow
and hybrid CDO transactions are currently on CreditWatch with
negative implications.  In all, the affected cash flow and hybrid
CDO tranches represent a total of $8.21 billion in issuance.

Aside from these rating actions on cash flow and hybrid CDO
transactions, Standard & Poor's has lowered its ratings on 99
classes from 87 non-excess-spread synthetic CDOs and has placed
its ratings on an additional 18 classes from seven actively
managed non-excess-spread synthetic CDOs on CreditWatch with
negative implications.  The affected synthetic CDO tranches
represent a total of $2.57 billion in issuance.

In all, the $10.96 billion in affected U.S. CDO notes represents
less than 1% of the total balance of Standard & Poor's rated U.S.
CDO notes outstanding.
   
                        Ratings Lowered

                                                  Rating
                                                  ------
    Transaction                      Class      To     From
    -----------                      -----      --     ----
    Attentus CDO II                  C          A-     A
    Kodiak CDO I                     E-1        A-     A
    Kodiak CDO I                     E-2        A-     A
    Kodiak CDO I                     F          BBB    BBB+
    TABERNA Preferred Funding II     I comb     BBB-   BBB
    TABERNA Preferred Funding III    C-1        A-     A
    TABERNA Preferred Funding III    C-2        A-     A
    
     Ratings Lowered and Removed from Creditwatch Negative

                                              Rating
                                              ------
  Transaction                      Class    To     From
  -----------                      -----    --     ----
Attentus CDO I                    C2A      BBB-   A/Watch Neg
Attentus CDO I                    C2B      BBB-   A/Watch Neg
Attentus CDO I                    D        BB     BBB/Watch Neg
Attentus CDO I                    E        B-     BB/Watch  Neg
Attentus CDO II                   D        BBB-   A-/Watch Neg
Attentus CDO II                   E-1      BB-    BBB/Watch Neg
Attentus CDO II                   E-2      BB-    BBB/Watch Neg
Attentus CDO II                   F-1      CCC+   BB/Watch Neg
Attentus CDO II                   F-2      CCC+   BB/Watch Neg
Attentus CDO III                  E-1      BBB-   BBB/Watch Neg
Attentus CDO III                  E-2      BBB-   BBB/Watch  Neg
Attentus CDO III                  F        B+     BB/Watch Neg
Kodiak CDO I                      G        B+     BBB/Watch Neg
Kodiak CDO I                      H        CCC    BB+/Watch Neg
TABERNA Preferred Funding II      D        BBB+   A-/Watch Neg
TABERNA Preferred Funding II      E-1      BB+    BBB/Watch Neg
TABERNA Preferred Funding II      E-2      BB+    BBB/Watch Neg
TABERNA Preferred Funding II      F        B-     BB+/Watch Neg
TABERNA Preferred Funding III     D        BBB-   BBB/Watch Neg
TABERNA Preferred Funding III     E        B+     BB+/Watch Neg
TABERNA Preferred Funding IV      C-1      BBB+   A/Watch Neg
TABERNA Preferred Funding IV      C-2      BBB+   A/Watch Neg
TABERNA Preferred Funding IV      C-3      BBB+   A/Watch Neg
TABERNA Preferred Funding IV      D-1      BB+    BBB/Watch Neg
TABERNA Preferred Funding IV      D-2      BB+    BBB/Watch Neg
TABERNA Preferred Funding IV      E        B      BB+/Watch Neg
Taberna Preferred Funding V       A-3L     BBB    A/Watch Neg
Taberna Preferred Funding V       A-3FV    BBB    A/Watch Neg
Taberna Preferred Funding V       A-3FX    BBB    A/Watch Neg
Taberna Preferred Funding V       B-1L     B      BBB/Watch Neg
Taberna Preferred Funding V       B-2L     CCC-   BB/Watch Neg
Taberna Preferred Funding V       B-2FX    CCC-   BB/Watch Neg
Taberna Preferred Funding VI      D-1      A-     A/Watch Neg
Taberna Preferred Funding VI      D-2      A-     A/Watch Neg
Taberna Preferred Funding VI      E-1      BBB-   BBB/Watch Neg
Taberna Preferred Funding VI      E-2      BBB-   BBB/Watch Neg
Taberna Preferred Funding VI      F-1      B      BB+/Watch Neg
Taberna Preferred Funding VI      F-2      B      BB+/Watch  Neg
Taberna Preferred Funding VI    Combo nts  BBB-   BBB/Watch Neg

     Ratings Affirmed and Removed from Creditwatch Negative
  
                                                Rating
                                                ------
  Transaction                      Class      To     From
  -----------                      -----      --     ----
  Attentus CDO III                 C-1        A      A/Watch Neg  
  Attentus CDO III                 C-2        A      A/Watch Neg
  Attentus CDO III                 D          A-     A-/Watch Neg
  Taberna Preferred Funding VII    A-3L       A      A/Watch Neg
  Taberna Preferred Funding VII    C-1 combo  BBB    BBB/Watch Neg

           Ratings Remaining on Creditwatch Negative
     
    Transaction                      Class      Rating
    -----------                      -----      ------
    Taberna Preferred Funding VII    B-1L       BBB/Watch Neg
    Taberna Preferred Funding VII    B-2L       BB/Watch Neg


* Michael Keppel Co-Heads Alvarez & Marsal's Germany Office
-----------------------------------------------------------
Alvarez & Marsal's managing director Michael F. Keppel was named
Geschaftsfuhrer and co-head of the firm's turnaround and
performance improvement practice in Germany.

The practice, which has grown in recent years, is co-led by
managing director Peter Briggs, who heads the firm's operations in
Central and Eastern Europe and is also Geschaftsfuhrer.

Having been with Alvarez & Marsal since 2003, Dr. Keppel served as
chief restructuring officer and chief executive officer of
SecurLog GmbH, a cash and valuables logistics company.  Before
that, he was interim chief financial officer of Ihr Platz GmbH &
Co.KG, one of Germany's drug store chains.

"Michael has been an invaluable member of the Alvarez & Marsal
team in Germany, having served in key interim management roles on
several complex engagements and been instrumental in the growth
and expansion of our practice," Mr. Briggs said.

"As the corporate restructuring market in Europe matures, we are
pleased to develop talented local leaders like Michael who have
the technical expertise and leadership skills necessary to provide
distressed businesses with services that maximize value for
stakeholders and provide an alternative to the traditional
insolvency experience.  He has an outstanding track record and we
are delighted to have him take on this expanded role."

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a   
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* BOND PRICING: For the Week of Sept. 10 – Sept. 14, 2007
---------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Acme Metals Inc                      12.500%  08/01/02      0
Allegiance Tel                       11.750%  02/15/08     53
Amer & Forgn Pwr                      5.000%  03/01/30     62
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Atherogenics Inc                      1.500%  02/01/12     34
Atherogenics Inc                      4.500%  03/01/11     48
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.875%  09/15/99      8
Beazer Homes USA                      4.625%  06/15/24     73
Beazer Homes USA                      6.500%  11/15/13     74
Beazer Homes USA                      6.875%  07/15/15     74
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     32
CIT Group Inc                         6.100%  03/15/67     73
Clear Channel                         5.500%  12/15/16     75
Collins & Aikman                     10.750%  12/31/11      2
Color Tile Inc                       10.750%  12/15/01      0
Columbia/HCA                          7.050%  12/01/27     74
Columbia/HCA                          7.500%  11/15/95     74
ComEd Fin III                         6.350%  03/15/33     74
Complete Mgmt                         8.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     69
Curagen Corp                          4.000%  02/15/11     63
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     69
Delta Air Lines                       8.000%  12/01/15     65
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     72
Dura Operating                        8.625%  04/15/12     45
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      3
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Eagle Food Centr                     11.0005  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     69
Epix Medical Inc                      3.000%  06/15/24     75
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     21
Finlay Fine Jwly                      8.375%  06/01/12     70
Ford Motor Cred                       5.750%  01/21/14     75
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       6.000%  11/20/15     74
Ford Motor Cred                       6.050%  12/22/14     74
Ford Motor Co                         6.375%  02/01/29     70
Ford Motor Co                         6.625%  02/15/28     70
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     68
Ford Motor Co                         7.400%  11/01/46     71
Ford Motor Co                         7.500%  08/01/26     71
Ford Motor Co                         7.500%  08/20/32     71
Ford Motor Co                         7.700%  05/15/97     71
Ford Motor Co                         7.750%  06/15/43     71
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     72
General Motors                        7.400%  09/01/25     73
GMAC                                  5.900%  01/15/19     74
GMAC                                  6.000%  02/15/19     73
GMAC                                  6.000%  02/15/19     75
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     75
GMAC                                  6.000%  09/15/19     72
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.050%  08/15/19     74
GMAC                                  6.050%  10/15/19     74
GMAC                                  6.100%  09/15/19     74
GMAC                                  6.150%  08/15/19     74
GMAC                                  6.150%  10/15/19     75
GMAC                                  6.250%  04/15/19     73
GMAC                                  6.250%  07/15/19     74
Gulf States STL                      13.500%  04/15/03      1
Hines Nurseries                      10.250%  10/01/11     70
HNG Internorth                        9.625%  03/15/06     28
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      5
Iridium LLC/CAP                      13.000%  07/15/05      4
Iridium LLC/CAP                      14.000%  07/15/05      4
Isolagen Inc                          3.5005  11/01/24     75
James River Coal                      9.375%  06/01/12     74
K Hovnanian Entr                      6.250%  01/15/15     74
K Hovnanian Entr                      6.250%  01/15/16     74
K Hovnanian Entr                      6.375%  12/15/14     74
K Hovnanian Entr                      7.750%  05/15/13     68
K Hovnanian Entr                      8.875%  04/01/12     73
K Mart Funding                        8.800%  07/01/10      8
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      8
Kellstrom Inds                        5.500%  06/15/03      0
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     69
Kmart Corp                            9.350%  01/02/20     12
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  10.000%  10/30/13     71
Liberty Media                         3.750%  02/15/30     60
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     68
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
Merisant Co                           9.500%  07/15/13     73
MHS Holdings Co                      16.875%  09/22/04      0
Movie Gallery                        11.000%  05/01/12     31
Muzak LLC                             9.875%  03/15/09     54
Natl Steel Corp                       9.875%  03/01/09      0
Neff Corp                            10.000%  06/01/15     71
New Orl Grt N RR                      5.000%  07/01/32     61
Nielsen Finance                      12.500%  08/01/16     67
Northern Pacific RY                   3.000%  01/01/47     52
Northern Pacific RY                   3.000%  01/01/47     52
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     61
Nutritional Src                      10.125%  08/01/09     66
Oscient Pharma                        3.500%  04/15/11     67
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    12.375%  08/01/08      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     51
Pope & Talbot                         8.375%  06/01/13     56
Primus Telecom                        3.750%  09/15/10     69
Primus Telecom                        8.000%  01/15/14     67
Pulte Homes Inc                       6.000%  02/15/35     73
Radnor Holdings                      11.000%  03/15/10      0
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     72
Reliance Grp Hld                      9.000%  11/15/00      0
Rite Aid Corp.                        6.875%  12/15/28     71
RJ Tower Corp.                       12.000%  06/01/13      5
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     67
ServiceMaster Co                      7.100%  03/01/18     68
ServiceMaster Co                      7.450%  08/15/27     69
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.250%  12/15/28     74
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  03/15/23     75
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  06/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     72
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.600%  12/15/29     68
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  03/15/30     73
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/30     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     68
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  12/15/29     74
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     72
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.100%  12/15/28     73
SLM Corp                              6.350%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     50
Spansion Llc                          2.250%  06/15/16     73
Spectrum Brands                       7.375%  02/01/15     74
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac corp                     7.750%  03/15/13     73
Standard Pacific                      7.000%  08/15/15     73
Standard Pacific                      9.250%  04/15/12     72
Stanley-Martin                        9.750%  08/15/15     72
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     71
Times Mirror Co                       7.250%  11/15/96     72
Times Mirror-New                      7.500%  07/01/23     70
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     32
Tousa Inc                             7.500%  01/15/15     29
Tousa Inc                             9.000%  07/01/10     68
Tousa Inc                             9.000%  07/01/10     69
Tousa Inc                            10.375%  07/01/12     33
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     72
United Air Lines                      9.350%  04/07/16     43
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Wachovia Corp                         9.250%  04/10/08     68
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     69
WCI Communities                       6.625%  03/15/15     72
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      1
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     67
William Lyon                          7.625%  12/15/12     72
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     70

                             *********

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 R. 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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