TCR_Public/070919.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, September 19, 2007, Vol. 11, No. 222

                             Headlines

ADELPHIA COMMS: Wants to Reduce Cinergy's Reserve Amount
ADELPHIA COMMS: Wants to Close 37 Affiliates' Chapter 11 Cases
ADVANCED MARKETING: Disclosure Statement has Adequate Information
ADVANCE MARKETING: Disclosure Statement Hearing Set for Sept. 26
ALLIANT HOLDINGS: Moody's Withdraws $290 Mil. Notes' Caa1 Rating

AMERICAN GLASS: Case Summary & 20 Largest Unsecured Creditors
AMERICAN HOME: Stephen Cooper Named as Chief Restructuring Officer
AMERICAN HOME: Taps Phoenix Capital as Investment Bankers
AMERICAN LEISURE: June 30 Balance Sheet Upside-Down by $2.1 Mil.
AMERISOURCEBERGEN CORP: Kurt J. Hilzinger Resigns as Pres. & COO

AMP'D MOBILE: Wants Final Cash Collateral Order Amended
AMP'D MOBILE: Court Okays Sale of Assets to Great American
ASARCO LLC: Wants Court Approval on Settlement with Miners
BAYTEX ENERGY: S&P Affirms B+ Rating with Stable Outlook
CALPINE CORP: Wants Court to Approve Santa Rosa Construction Pact

CALPINE CORP: Liquidity Wants Disclosure Statement Disapproved
CALPINE CORP: BoNY Says Disclosure Statement is "Inadequate"
CANAL CAPITAL: Posts $336,011 Net Loss in Quarter Ended July 31
CARBIZ INC: July 31 Balance Sheet Upside-Down by $6.6 Million
CHRYSLER LLC: GM Nears Deal With UAW on Healthcare Trust Fund

CITIZENS COMMUNICATIONS: Fitch Affirms 'BB' Issuer Default Rating
COINMACH SERVICE: Revenue Decrease Cues S&P to Retain Watch
COMMONWEALTH TELEPHONE: Fitch Issuer Default Rating at BB
COUNTERPATH SOLUTIONS: July 31 Balance Sheet Upside Down by $2.1MM
DADE BEHRING: Siemens Extends Cash Tender Offer to September 26

DANA CORP: Wants EPA's Claim Nos. 13796 & 13321 Estimated
DANA CORP: Inks Settlement Pact with Retiree Committee on Benefits
DELPHI CORP: Wants Court to Approve MDL Settlements
DELPHI CORP: Inks Asset Sale Agreement with TRW Automotive
DEPOMED INC: Reduces Staff by One-Fourth to Conserve Cash

DOUGLAS SPORTING: Case Summary & 19 Largest Unsecured Creditors
EFOODSAFETY.COM INC: Posts $897,944 Net Loss in Qtr. Ended July 31
EMDEON BUSINESS: Improved Leverage Cues S&P to Revise Outlook
FIDELITY NATIONAL: Completes $1.8 Billion EFD/eFunds Acquisition
FIDELITY NATIONAL: Fitch Cuts Issuer Default Rating to BB

FIDELITY NATIONAL: S&P Lowers Rating to BB and Removes Watch
FIRST DATA: Fitch Lowers Issuer Default Rating to B+ from BBB
FIRST DATA: Moody's Puts Corporate Family Rating at B2
FORD MOTOR: Suitors Move to Round 2 of Jaguar & Land Rover Sale
FORD MOTORS: GM Nears Deal With UAW on Healthcare Trust Fund

GAP INC: Reports Earnings of $152 Million in Quarter Ended Aug. 4
GATELY'S LLC: Case Summary & 20 Largest Unsecured Creditors
GENERAL CABLE:  Freeport-McMoRan Deal Cues S&P to Hold BB- Rating
GENERAL MOTORS: EU Orders Technical Information Disclosure
GENERAL MOTORS: Nears Deal With UAW on Healthcare Trust Fund

GLOBAL POWER: Agrees to Sell China Boiler Unit to AE&E Group
GREAT ATLANTIC: Plans to Sell 19 New Orleans Sav-A-Center Stores
GREAT ATLANTIC: S&P Revises Watch to Positive from Developing
GREENBELT CT: Case Summary & 18 Largest Unsecured Creditors
GUGGENHEIM STRUCTURED: Fitch Holds Low-B Ratings on Two Classes

HAIGHTS CROSS: S&P Revises Watch to Developing from Negative
HEALD COLLEGE: Bond Redemption Cues Moody's to Withdraw Rating
HRP MYRTLE: S&P Holds B- Rating and Revises Outlook to Negative
IDEARC INC: Inks Pact to Buy Switchboard.com for $225 Million
ILLINOIS FORGE: Case Summary & 20 Largest Unsecured Creditors

ISLE OF CAPRI: Posts $7.1 Mil. Net Loss in 1st Qtr. Ended July 29
ISONICS CORP: Posts $3.0 Million Net Loss in Quarter Ended July 31
JOHN GRIFFIN: Case Summary & Five Largest Unsecured Creditors
JOURNAL REGISTER: Moody's Lowers Corporate Family Rating to B1
KERMAS ENTERPRISES: Voluntary Chapter 11 Case Summary

LLOYD'S SYNDICATE: American Home Cancels Nov. 2002 Guarantee Pact
M FABRIKANT: Court Sets September 26 as Claims Filing Deadline
MAYCO PLASTIC: Plan Confirmation Hearing Scheduled on October 5
MEDICALCV INC: Michael A. Brodeur is New Chief Financial Officer
MEDICALCV INC: Posts $3.4 Million Net Loss in Qtr. Ended July 31

MERRILL LYNCH: Moody's Puts Prov. Low-B Ratings to Six Certs.
NASDAQ STOCK: Likely to Close LSE Stake Deal with Qatar This Week
NASDAQ STOCK: Mulls Sale of Assets to Bolster OMX AB Purchase
NATIONAL EASTERN: Case Summary & 20 Largest Unsecured Creditors
NETWOLVES CORPORATION: October 1 Set as General Claims Bar Date

NUTRITIONAL SOURCING: Kay Scholer Approved as Bankruptcy Counsel
NUTRITIONAL SOURCING: Pepper Hamilton Okayed as Delaware Counsel
NUTRITIONAL SOURCING: Auction on 14 Grocery Stores Set Today
ORION DIVERSIFIED: Posts $27,512 Net Loss in Quarter Ended July 31
PACIFIC LUMBER: Asserts Claim Nos. 551 to 519 are Dischargeable

PAETEC HOLDING: McLeodUSA Deal Prompts S&P to Affirm Ratings
PEOPLE'S CHOICE: Panel Wants to Pursue Claims Against Executives
PEOPLE'S CHOICE: Wants Matthew Kvarda of Alvarez & Marsal as CFO
PINEHURST3 PARTNERS: 4 Mil. Aloe Mundial Stock Sale Set Tomorrow
PLAINS EXPLORATION: Stockholder Meeting Scheduled on September 25

POGO PRODUCING: Stockholder Meeting Scheduled on September 25
POINT THERAPEUTICS: Receives Nasdaq Staff Determination Letter
PRG-SCHULTZ: Intends to Redeem $51.5 Million 11% Senior Notes
RADIO ONE: Completes Sale of Various Radio Stations for $104 Mil.
RALI SERIES: Moody's Rates Class B-1 Certificates at Ba2

REFCO INC: Litigation Trust Files Suit Against Advisers & Insiders
REFCO INC: Former Officers Want Reimbursement of Defense Costs
SOLUTIA INC: Disclosure Statement Hearing Continued to Sept. 20
SOLUTIA INC: Wants Court Nod on Calpine Settlement
STIEFEL LAB: Moody's Affirms Corporate Family Rating at B1

SUNCOM WIRELESS: T-Mobile Deal Cues Moody's to Review Ratings
SUNCOM WIRELESS: S&P Puts B- Credit Rating Under Positive Watch
SUNNY WAKAR: Case Summary & Three Largest Unsecured Creditors
TIMKEN COMPANY: Enters Agreement to Acquires Purdy for $200 Mil.
TODD MCFARLANE: Plan Confirmation Hearing Moved to October 9

TPF II: Moody's Rates Proposed $180 Million Term Loan at Ba3
TRIAXX FUNDING: Moody's Reviews Note's Ratings and May Downgrade
TUPPERWARE BRANDS: Moody's Rates $750 Million Facilities at Ba1
UNION STAMPING: PBGC Assumes Pension Plan for 760 Plant Workers
URS CORP: S&P to Lower Rating to BB on Deal Completion

VERIFONE HOLDINGS: Earns $13.4 Million in Quarter Ended July 31
VICORP RESTAURANTS: High Leverage Cues Moody's to Junk Ratings
WAYNESBOROUGH FURNITURE: Case Summary & 35 Largest Creditors
WHITLATCH & CO: Case Summary & 20 Largest Unsecured Creditors
WR GRACE: U.S. Trustee Wants Examiner to Probe Tersigni

WR GRACE: Federal Prosecutors Scolded on Initial Investigation

* Peter Brudenall Joins Hunton & Williams' London Office

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMMS: Wants to Reduce Cinergy's Reserve Amount
--------------------------------------------------------
Reorganized Adelphia Communications Corporation and its affiliates
disclosed that in connection with the sale of substantially all of
their assets to Time Warner NY Cable LLC, and Comcast Corporation,
they asked the U.S. Bankruptcy Court for the Southern District of
New York for approval to assume or assign certain of their
executory contracts with Cincinnati Gas and Electric Company,
doing business as Cinergy.

Cinergy objected to the Reorganized ACOM Debtors' proposed cure
amount for the assumption of the Cinergy Contracts alleging,
among other things, that:

  -- various amounts were owing under certain of the Contracts;

  -- there may be amounts owing for unauthorized or unbilled
     pole attachments under certain of the Contracts; and

  -- in accordance with Section 365 of the Bankruptcy Code, the
     Contracts cannot be assumed and assigned until all the
     Debtors cure all their defaults and contractual
     obligations.

Cinergy subsequently asserted that the Reorganized ACOM Debtors
have a contractual obligation to reimburse it for costs, totaling
$7,000,000, incurred in the correction of certain violations of
the National Electric Safety Code.  At the Reorganized ACOM
Debtors' behest, Cinergy has supplied various descriptions with
respect to the Alleged NESC Violations, Shelley C. Chapman, Esq.,
at Willkie Farr & Gallagher LLP, in New York, informs Judge
Gerber.

The Reorganized ACOM Debtors contend that Cinergy has failed to
provide the requested documentation to support its costs for the
Alleged NESC Violations.  Cinergy's inability or unwillingness to
provide any documentation has not only stalled the cure resolution
process but has also disadvantaged other creditors by keeping the
Reserve Amount locked up for more than one year, Ms. Chapman adds.

The Reorganized ACOM Debtors have reserved $7,400,000 as adequate
assurance of prompt cure of all defaults under the Cinergy
Agreements.  Upon reviewing their books and records, the Debtors
have determined that they only owe Cinergy $304,985, at most,
with respect to monetary and non-monetary defaults under the
Cinergy Contracts that are required to be cured pursuant to
Section 365:

  * About $109,439 in allowed prepetition claims;

  * Approximately $90,000 for estimated unauthorized pole
    attachment liability; and

  * About $105,504 for estimated audit costs.

In addition, without conceding liability, the Reorganized ACOM
Debtors estimate in good faith that they owe Cinergy no more than
$150,000 for correcting the Alleged NESC Violations.

Accordingly, the Reorganized ACOM Debtors ask the Court to:

  (a) overrule Cinergy's Cure Objection;

  (b) find that they only owe Cinergy at most $454,985 in
      respect of all monetary and non-monetary defaults required
      to be cured under the Cinergy Contracts; and

  (c) reduce the Reserve Amount, as appropriate.

As the objecting party, Cinergy has not proven that the defaults
that are allegedly outstanding under the Cinergy Contracts amount
to a $7,400,000 liability against the Reorganized Debtors, Ms.
Chapman contends.  She argues that the burden of proof remains
with Cinergy to substantiate its claims.

                      About Adelphia

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection on June 25, 2002 (Bankr. S.D.N.Y. Lead Case
No. 02-41729).  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

On Jan. 5, 2007, the Court entered a written confirmation order
for Adelphia Communication's Modified 5th Amended Chapter 11 Plan.  
The Plan became effective on Feb. 13, 2007.

Century Communications Corporation, Adelphia's wholly owned
indirect subsidiary, filed for Chapter 11 protection on June 10,
2002.  Century's case has been jointly administered to Adelphia
Communications proceedings.  Century operates cable television
services in Colorado, California and Puerto Rico.  Lawyers at
Willkie, Farr & Gallagher represent Century.

Century/ML Cable Venture, a New York joint venture of Century
Communications and ML Media Partners, LP, filed for Chapter 11
protection on Sept. 30, 2002.  Century/ML is a holder of the cable
franchise in Leviton, Puerto Rico.  Lawyers at Willkie, Farr &
Gallagher represent Century/ML.  On Sept. 7, 2005, the Court
confirmed Century/ML's Plan.

Devon Mobile Communications, L.P., which is 49% owned by Adelphia
Communications, filed for Chapter 11 protection on Aug. 19, 2002
(Bankr. D. Del. Case No. 02-12431).  Saul Ewing, LLP, is
represents Devon.

Adelphia Business Solutions, Inc., and its debtor-affiliates filed
for Chapter 11 protection petitions on March 27, 2002.  These
debtors' restructurings are jointly administered under case number
02-11388 and these debtors are represented by lawyers at Weil,
Gotshal & Manges.  Adelphia Business is a 2001 spin-out from
Adelphia Communications Corporation.  In March 2003, ABIZ began
doing business as TelCove.  The Court confirmed their 3rd Amended
Plan on Dec. 19, 2003 and Adelphia Business emerged from chapter
11 on April 7, 2004.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.

(Adelphia Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Wants to Close 37 Affiliates' Chapter 11 Cases
--------------------------------------------------------------
Reorganized Adelphia Communications Corporation and its affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to close the Chapter 11 cases of 37 more affiliates pursuant
to Sections 350 and 105(a) of the Bankruptcy Code and Rule 3022 of
the Federal Rules of Bankruptcy Procedure:

  Case No.   Debtor
  --------   ------
  02-41759   Blacksburg/Salem Cablevision, Inc.
  02-41765   Huntington CATV, Inc.
  02-41767   Sentinel Communications of Muncie, Indiana
  02-41775   Paragon Cablevision Construction Corp.
  02-41776   Paragon Cablevision Management Corp.
  02-41777   Owensboro on the Air, Inc.
  02-41778   Paragon Cable Television, Inc.
  02-41801   Adelphia Company of Western Connecticut
  02-41816   FOP Indiana
  02-41817   Adelphia Communications of California III, LLC
  02-41818   The Main Internet Works, Inc.
  02-41835   US Tele-Media Investment Company
  02-41842   Chestnut Street Services, LLC
  02-41848   Montgomery Cablevision, Inc.
  02-41859   Adelphia Arizona, Inc.
  02-41862   ACC Telecommunications of Virginia LLC
  02-41866   Warrick Cablevision, Inc.
  02-41872   Rentavision of Brunswick, Inc.
  02-41873   Pullman TV Cable Co., Inc.
  02-41874   Mickelson Media of Florida, Inc.
  02-41879   CDA Cable, Inc.
  02-41881   Century Norwich Corp.
  02-41887   Century Cable Management Corp.
  02-41894   Cable Sentry Corp.
  02-41895   Coral Security, Inc.
  02-41896   Westview Security, Inc.
  02-41911   Lake Champlain Cable Television Corp.
  02-41912   Richmond Cable Television Corp.
  02-41914   Better TV, Inc. of Bennington
  02-41915   Young's Cable TV Corp.
  05-60107   Palm Beach Group Cable, Inc.
  06-10623   Adelphia Cablevision of West Palm Beach, LLC
  06-10625   Cablevision Business Services, Inc.
  06-10624   Adelphia Cablevision of West Palm Beach II
  06-10627   Desert Hot Springs Cablevision, Inc.
  06-10632   Highland Video Associates, L.P.
  06-10635   Montgomery Cablevision Associates, L.P.

The Court has already closed more than 100 of the Reorganized
ACOM Debtors' bankruptcy cases at the Debtors' behest.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, maintains that it is in the best interests of the ACOM
Debtors and their estates to merge, combine, consolidate, or
dissolve the other Debtors.

Objections, if any, to the ACOM Debtors' request must:

  * be made in writing;

  * state with particularity the grounds for the objections;

  * be filed with the Court electronically; and

  * be served, not later than 4:00 p.m., prevailing Eastern
    time, on September 17, 2007, upon and received by these
    parties:

    -- The Debtors' counsel
       Willkie Farr & Gallagher LLP
       787 Seventh Avenue, New York 10019
       Attn: Shelley C. Chapman, Esq.

    -- The Office of the U.S. Trustee
       Southern District of New York
       33 Whitehall Street, 21st Floor, New York 10004
       Attn: Tracy Hope Davis, Esq.

    -- Counsel to the Official Committee of Unsecured Creditors
       Kasowitz, Benson, Torres & Friedman LLP
       1633 Broadway, New York 10019
       Attn: David Friedman, Esq.

If no objections are timely filed, the Court may approve the ACOM
Debtors' request without further Court Order, Ms. Chapman notes.

                      About Adelphia

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection on June 25, 2002 (Bankr. S.D.N.Y. Lead Case
No. 02-41729).  Willkie Farr & Gallagher represents the Debtors in
their restructuring efforts.  PricewaterhouseCoopers serves as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent the
Official Committee of Unsecured Creditors.

On Jan. 5, 2007, the Court entered a written confirmation order
for Adelphia Communication's Modified 5th Amended Chapter 11 Plan.  
The Plan became effective on Feb. 13, 2007.

Century Communications Corporation, Adelphia's wholly owned
indirect subsidiary, filed for Chapter 11 protection on June 10,
2002.  Century's case has been jointly administered to Adelphia
Communications proceedings.  Century operates cable television
services in Colorado, California and Puerto Rico.  Lawyers at
Willkie, Farr & Gallagher represent Century.

Century/ML Cable Venture, a New York joint venture of Century
Communications and ML Media Partners, LP, filed for Chapter 11
protection on Sept. 30, 2002.  Century/ML is a holder of the cable
franchise in Leviton, Puerto Rico.  Lawyers at Willkie, Farr &
Gallagher represent Century/ML.  On Sept. 7, 2005, the Court
confirmed Century/ML's Plan.

Devon Mobile Communications, L.P., which is 49% owned by Adelphia
Communications, filed for Chapter 11 protection on Aug. 19, 2002
(Bankr. D. Del. Case No. 02-12431).  Saul Ewing, LLP, is
represents Devon.

Adelphia Business Solutions, Inc., and its debtor-affiliates filed
for Chapter 11 protection petitions on March 27, 2002.  These
debtors' restructurings are jointly administered under case number
02-11388 and these debtors are represented by lawyers at Weil,
Gotshal & Manges.  Adelphia Business is a 2001 spin-out from
Adelphia Communications Corporation.  In March 2003, ABIZ began
doing business as TelCove.  The Court confirmed their 3rd Amended
Plan on Dec. 19, 2003 and Adelphia Business emerged from chapter
11 on April 7, 2004.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.

(Adelphia Bankruptcy News, Issue No. 175; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADVANCED MARKETING: Disclosure Statement has Adequate Information
-----------------------------------------------------------------
Advanced Marketing Services, Inc., Publishers Group Incorporated,
and Publishers Group West Incorporated, along with the Official
Committee of Unsecured Creditors, ask the U.S. Bankruptcy Court
for the District of Delaware to approve the Debtors' Disclosure
Statement as containing "adequate information" in accordance with
Section 1125 of the Bankruptcy Code.

The Debtors and the Committee also seek Court approval of the
procedures for soliciting and tabulating votes to accept or
reject their Joint Chapter 11 Plan of Liquidation, filed on
August 24, 2007.

On the Debtors' behalf, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates that the
Plan provides a mechanism to complete the administration of the
Debtors' estates and produces a distribution to the holders of
the Debtors' Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Priority Claims, Allowed Secured Claims and
Allowed Unsecured Claims through distribution of proceeds of the
sale of substantially all of the Debtors' businesses and assets
and recoveries, if any, from avoidance actions and certain causes
of action.  Holders of PGI and PGW Interests will also receive
distributions in respect of those interests.

Mr. Collins tells Judge Sontchi that, in accordance with the
requirements of Rules 3017(a) and 2002(b) of the Federal Rules of
Bankruptcy Procedure, the Debtors already mailed a copy of the
Disclosure Statement Notice to the appropriate creditors on or
before August 24.  The Debtors ask the Court to approve the
notice as appropriate and in compliance with the requirements of
the U.S. Bankruptcy Rules.

                   Solicitation Procedures

The Debtors intend to distribute ballots to holders of Claims and
Interests in Class 3 (Unsecured Claims against AMS), Class 8
(Unsecured Claims against PGI), Class 9 (Unsecured Claims against
PGW) and Class 13 (Interests of PGW), as they are the only
classes entitled to vote to accept or reject the Plan.

Claimholders under Class 1, Class 2, Class 6, Class 7, Class 10
and Class 11 under the Plan are unimpaired, and, therefore, are
conclusively presumed to accept the Plan in accordance with
Section 1126(f).  In addition, claims under Class 4 and Class 5
are deemed to have rejected the Plan in accordance with Section
1126(g).  The Debtors intend to send a non-voting status to
holders of Claims and Interests in the Non-Voting Classes.

The Debtors anticipate commencing the Plan solicitation period by
mailing solicitation packages by no later than October 2, 2007.  
The Solicitation Package will contain copies of a Plan
confirmation hearing notice, the Disclosure Statement, and an
appropriate Ballot form and return envelope.

To be counted as votes to accept or reject the Plan, all ballots
must be properly executed, completed and delivered to Epiq
Bankruptcy Solutions, LLC, formerly known as Bankruptcy Services
LLC, no later than November 6 at 5:00 p.m.

The Debtors believe that an approximate 35-day solicitation
period is sufficient time for creditors to make informed
decisions to accept or reject the Plan and submit timely Ballots.

                   Vote Tabulation Procedures

The Debtors propose that each Claim within a Class of Claims or
Interests entitled to vote on the Plan should be temporarily
allowed in accordance with these rules:

  (a) A Claim will be deemed temporarily allowed for voting
      purposes in an amount equal to the Claim amount or if no
      Claim has been timely filed, the Claim amount listed in
      the Debtors' schedules of assets and liabilities.

  (b) If a Claim is deemed allowed, that claim will be
      temporarily allowed in the deemed allowed amount set
      forth in the Plan.

  (c) A timely filed Claim marked as contingent, unliquidated
      or disputed on its face will be temporarily allowed for
      $1.00.

  (d) A Claim that has been estimated or otherwise allowed by
      Court order will be temporarily allowed in an amount so
      estimated or allowed by the Court.

  (e) If the Debtors have filed and served a Claim objection,
      that Claim will be temporarily allowed or disallowed in
      accordance with the relief sought in the objection.

  (f) If a Claimholder identifies a Claim amount on its Ballot
      that is less than the amount calculated, the Claim will
      be temporarily allowed in the lesser amount.

  (g) Any Ballot received from a Claimholder listed as
      contingent, disputed or unliquidated in the Schedules
      will not be counted unless the holder filed a Claim on or
      before the July 2, 2007 Bar Date.

Any claimant seeking to challenge the Claim allowance should be
required to file a motion, pursuant to Rue 3018(a), to
temporarily allow the Claim in a different amount or
classification for voting purposes.

In tabulating the ballots, the Debtors request that:

  -- any ballot that is properly completed, executed and timely
     returned to a balloting agent, but does not indicate an
     acceptance or rejection of the Plan, will not be counted;

  -- if a creditor casts more that one ballot voting the same
     claim, the last ballot received will be deemed to reflect
     the voter's intent and will supersede any prior ballots;
     and

  -- a ballot that partially rejects and partially accepts the
     Plan will not be counted.

         Proposed Plan Confirmation Hearing on Nov. 15

In accordance with Rule 3017(c) and consistent with their
proposed solicitation schedule, the Debtors ask the Court to
schedule a Plan confirmation hearing not later than November 15.  

Any objections to the Plan confirmation should be filed and
received no later than November 6 at 4:00 p.m, or any other date
that is at least 25 days after the commencement of the
Solicitation Period.

                     About Advanced Marketing

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

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

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


ADVANCE MARKETING: Disclosure Statement Hearing Set for Sept. 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on September 26 at 10:00 a.m. to consider the
adequacy of the Disclosure Statement explaining the Joint Chapter
11 Plan of Liquidation filed by Advanced Marketing Services, Inc.,
and its debtor-affiliates and the Official Committee of Unsecured
Creditors.

                        Treatment of Claims

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Curtis R. Smith, chief executive officer of Advanced Marketing
Services, Inc., told the Court that the Liquidating Plan
classifies claims against Advanced Marketing Services, Inc.,
Publishers Group Incorporated and Publishers Group West
Incorporated.

Mr. Smith stated that Administrative and Priority Tax Claims will
not be classified as provided in Section 1123(a)(1), but will be
treated separately as unclassified claims.

The classification and treatment of Claims are:

(1) AMS

   Class  Designation   Status           Voting Rights
   -----  -----------   ------           -------------
     1    Priority      not impaired     not entitled to vote
     2    Secured       not impaired     not entitled to vote
     3    Unsecured     impaired         entitled to vote
     4    510(b)        impaired         not entitled to vote        
     5    Interests     impaired         not entitled to vote

(2) PGI

   Class  Designation   Status/Recovery   Voting Rights
   -----  -----------   ---------------   -------------
     6    Priority      not impaired      not entitled to vote        
     7    Secured       not impaired      not entitled to vote
     8    Unsecured     impaired          entitled to vote
     9    Interests     impaired          entitled to vote

(3) PGW

   Class  Designation   Status/Recovery   Voting Rights
   -----  -----------   ---------------   -------------
    10    Priority      not impaired      not entitled to vote
    11    Secured       not impaired      not entitled to vote
    12    Unsecured     impaired          entitled to vote
    13    Interests     impaired          entitled to vote

Claimholders under Classes 1, 6, 8, 10 and 12 will be paid in
full, in cash, and without interest, on the later of 30 days
after the Effective Date or the date the claim becomes allowed.

Holders under Classes 2, 7, and 11 will either:

  -- have the claim reinstated and rendered unimpaired in
     accordance with Section 1124(2);

  -- receive cash in an amount equal to the claim, in full and
     complete satisfaction of the claim; or

  -- receive a collateral securing its claim in full and
     complete satisfaction on the later of the initial
     distribution date under the Plan and the date that claim
     becomes an Allowed Claim.

Class 3 claim holders will receive a pro rata share of
distributable cash.

Class 4 claim holders will not receive any distribution.

Holders of Interests in Class 5 will not receive any distribution
or dividend.  On the Effective Date, all Interests in Class 5
will be deemed cancelled, null and void, and of no force and
effect.

With respect to the unclassified Claims, the Plan Administrator
will pay:

  (a) each Holder of an Allowed Administrative Claim the full
      amount of Allowed Administrative Claim, without interest,
      in cash, as soon as practicable after the Effective Date
      or within 30 days after an Administrative Claim becomes
      allowed;

  (b) certain professionals who are entitled to reimbursement
      or allowance of fees and expenses from the Debtors'
      Estates pursuant to Sections 503(b)(2) to (b)(6), in
      cash, in the amount awarded to the Professionals by final
      Court order;

  (c) each Holder of an Allowed 20 Day Administrative Claim
      against PGW the full amount of that claim, without
      interest, in cash, as soon as practicable after the
      Effective Date or within 30 days after the 20 Day
      Administrative Claim against PGW becomes allowed;

  (d) each Holder of an Allowed 20 Day Administrative Claim
      against AMS the full amount of the claim, without
      interest, in cash, as soon as practicable after the
      Effective Date or within 30 days after that claim against
      AMS becomes allowed;

  (e) each Holder of an Allowed Priority Tax Claim of PGW in
      full, in Cash;

  (f) each Holder of an Allowed Priority Tax Claims against AMS
      either (i) in full, in Cash, as soon as practicable after
      the Effective Date or (ii) over a period ending not later
      than five years after the Petition Date, with deferred
      Cash payments on a quarterly basis in an aggregate amount
      equal to any Allowed Priority Tax Claim against AMS, with
      interest at the legal rate required for a Claim in
      Chapter 11 cases; and

  (g) each Holder of an Allowed Reclamation Claim against PGW
      and AMS in full, without interest, in Cash after
      deductions for returns of inventory, as soon as
      practicable after the Effective Date or within 30 days
      after the Reclamation Claim is allowed.

After paying any Allowed Administrative Claims, including
Professional Fee Claims, 20-Day Administrative Claims, Secured
Claims, Priority Tax Claims, Priority Claims and Unsecured Claims
against PGI, holders of Class 9 Interests will receive all the
remaining assets of PGI.  After AMS has received its dividend on
account of its equity Interests in PGI, PGI will be merged with
and into AMS pursuant to the Merger.

Moreover, after paying any Allowed Administrative Claims, 20-Day
Administrative Claims, Reclamation Claims, Secured Claims,
Priority Tax Claims, Priority Claims and Unsecured Claims against
PGW, Disputed Claims and Post-Confirmation Expenses, Holders of
Class 13 Interests -- which is only PGI -- will receive all
remaining Assets of PGW.  On or after the Effective Date, after
PGI has received its dividend on account of its equity Interests
in PGW, PGW will be merged with and into AMS.

Outstanding fees payable to the Office of the U.S. Trustee will
be paid no later than 30 days after the Effective Date or when
due in the ordinary course.

                     About Advanced Marketing

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

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

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


ALLIANT HOLDINGS: Moody's Withdraws $290 Mil. Notes' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service withdrew its Caa1 rating from the
proposed $290 million senior unsecured note issue of Alliant
Holdings I Inc, given that the notes are not being issued at this
time.

Instead, Alliant entered into a $290 million senior unsecured
bridge loan credit facility as part of the financing for the
acquisition of Alliant by The Blackstone Group in partnership with
Alliant's management and employees.  Moody's affirmed Alliant's B3
corporate family rating with a stable outlook.

The acquisition financing arrangement, which closed on
Aug. 21, 2007, includes a $60 million senior secured revolver
(rated B2), a $360 million senior secured term loan (rated B2) and
the $290 million senior unsecured bridge loan facility (not
rated).  Net proceeds have been used to repay about
$350 million of borrowings under prior credit facilities, to help
fund the acquisition, and to pay related fees and expenses.

The prior credit facilities, issued in the name of ARG Holdings
Inc, an indirect subsidiary of Alliant, have been terminated.
Moody's has lowered the corporate family ratings of ARG and of its
main subsidiary, Alliant Insurance Services Inc, to B3 from B2 to
align them with the new corporate family rating of Alliant.  The
corporate family ratings of ARG and AIS will be withdrawn.

According to Moody's, the current ratings reflect Alliant's
position as a leading specialty broker and program manager, with
expertise in serving public entities, Indian Nations, law firms
and other industry groups.  Alliant generates strong organic
growth and operating margins and has successfully integrated
several acquisitions over the past six years.  These strengths are
tempered by the company's significant financial leverage and
modest interest coverage on a pro forma basis following the
acquisition.  Alliant, like other brokers, also faces generally
softening rates in the property & casualty insurance market.

Moody's cited these factors that could lead to an upgrade of
Alliant's ratings:

   i. adjusted EBITDA coverage of interest consistently
      exceeding 2 times,

  ii. free-cash-flow-to-debt ratio consistently exceeding 5%,
      and

iii. adjusted debt-to-EBITDA ratio consistently below 5.5
      times.

Moody's cited these factors that could lead to a downgrade of the
ratings:

   i. adjusted EBITDA coverage of interest below 1.5 times,

  ii. adjusted debt-to-EBITDA ratio above 7 times for an
      extended period, or

iii. a prolonged period with no organic growth.

Moody's last rating action on Alliant took place on
July 12, 2007, when the rating agency assigned the B3 corporate
family rating as well as the B2 ratings on the senior secured
credit facilities.

Alliant, based in Newport Beach, California, ranks among the 15
largest US insurance brokers.  Pro forma revenues for 2006, giving
effect to the acquisition of the US retail operations of London-
based Jardine Lloyd Thompson Group plc. (completed during the fall
of 2006) were just under $300 million.


AMERICAN GLASS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American Glass Industries, Inc.
        11130 Dennis Kearns Parkway
        King George, VA 22485

Bankruptcy Case No.: 07-33389

Type of business: The Debtor manufactures auto glass.  See
                  http://www.agi1.com/

Chapter 11 Petition Date: September 17, 2007

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Alan D. Eisler, Esq.
                  Stark, Meyers & Eisler, L.L.C.
                  11140 Rockville Pike, Suite 570
                  Rockville, MD 20852
                  Tel: (301) 468-0700
                  Fax: (301) 230-9320

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Cincinnati Insurance                                     $184,000
Companies
P.O. Box 145496
Cincinnati, OH 45250

Trosifol                                                 $180,000
Kuraray Specialties
Europe
GmbH Finance &
Administration
D-65926
Frankfurt, Germany

King George County                                       $150,000
10459 Courthouse
Dr., Suite 104
King George, VA
22485

Dominion V.A. Power                                      $120,386

Talat Lahijan                                             $85,000

Summit Financial                                          $67,995

Parivash Zolfagary                                        $66,000

University, L.L.C.                                        $55,000

Auto Glass Outlet, Inc.                                   $50,000

John Stanton                                              $50,000

Mehrdad Moghadem                                          $40,000

A.F.G.                                                    $37,927

Mahvash Zulfaghary                                        $25,000

Enrique Guidino                                           $24,000

Theros                                                    $12,720

Eduardo Vargas                                             $6,000

Resun                                                      $4,132

Oswald & Yap                                               $4,078

Estes Express Lines, Inc.                                  $4,000

Saatiprint                                                 $3,504


AMERICAN HOME: Stephen Cooper Named as Chief Restructuring Officer
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the application of American Home Mortgage Investment Corp. and its
debtor-affiliates to appoint Stephen F. Cooper and Kevin Nystrom,
both from Kroll Zolfo Cooper LLC, as their chief restructuring
officer and director of restructuring.  

The Official Committee of Unsecured Creditors has previously
objected to the application because the Debtors were seeking to
retain on a piecemeal basis a cadre of professionals, with no
limit in scope of services or duration, at a projected aggregate
cost to the bankruptcy estate in millions of dollars per month.  
The Creditors Committee also objected to the scope of the Debtors'
indemnity obligations for Kroll Zolfo.

Hence, the Court directed Kroll Zolfo to file with the Court, and
to provide copies to the U.S. Trustee and the Creditors Committee,
reports on staffing engagements, compensation and expenses.  

The Court also ruled that no employee of Kroll Zolfo or its
affiliates will serve as director of any of the Debtors.  However,
Kroll Zolfo employees, who are appointed as the Debtors' officers,
will be subject to all duties and obligations pertaining to their
status.  In addition, the Debtors are not obligated to reimburse
Mr. Cooper, Mr. Nystrom, Kroll Zolfo and its associate directors'
expenses for legal counsel.

The Court permitted the Debtors to indemnify Kroll Zolfo's
employees, who are serving as executive officers, on the same
terms as the Debtors' officers.  However, the Court clarified
that there will be no indemnification for Kroll Zolfo, its
affiliates or its non-officer employees.  The indemnification
provisions of the Agreement is also deleted in its entirety.

The Court further directed the Debtors and the Creditors Committee
to confer after July 31, 2008, to determine whether the Debtors
should continue to pay the monthly flat rate of $250,000 for
services provided by Mr. Cooper and Mr. Nystrom.

Pursuant to a standard services agreement dated August 6, 2007,
the Debtors will pay Mr. Cooper and Mr. Nystrom $250,000 in cash
per month, payable in immediately available funds upon execution
of the Agreement, and on the first day of each succeeding month
commencing on August 6, 2007.  The hourly rates for the Associate
Directors, who may be engaged by the Debtors, range from $125 to
$630 for the professional staff and $50 to $225 for support
personnel.

The Debtors will also reimburse Kroll Zolfo for its reasonable
out-of-pocket expenses.  Certain Kroll Zolfo employees own or
charter private aircraft, in which if used, the Debtors will pay
for applicable coach fare prevailing on the date of travel.

Kroll Zolfo received from the Debtors a $500,000 prepetition
retainer, and a $250,000 advance payment, against which certain
prepetition amounts have been applied.   

Kroll Zolfo currently held $563,000 as retainer, which will be
returned to the Debtors on payment in full of all outstanding
Kroll Zolfo invoices.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 6, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Taps Phoenix Capital as Investment Bankers
---------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Phoenix Capital Inc. as investment bankers,
nunc pro tunc to Aug. 6, 2007.

The Debtors selected Phoenix Capital based on its extensive
experience in providing investment and banking solutions to
businesses in the mortgage banking industries and its general
familiarity with the Debtors' business.

In connection with the analysis and pursuit of the core asset
sales, Phoenix will work on one or more activities, as requested
by management:

   (a) provide financial advice and assistance in connection with
       a core asset sale by identifying and contacting potential
       acquirors and determining a range of values for the
       Debtors' assets on a liquidation basis;

   (b) assist in preparing a memorandum to be used in soliciting
       potential acquirors;

   (c) assist and participate in negotiations with potential
       acquirors of the core assets;

   (d) advise and attend meetings of the Board of Directors and
       its committees;

   (e) participate in any hearings before any court with respect
       to matters upon which Phoenix has provided advice; and

   (f) if requested, render an opinion as to the fairness of the
       consideration to be received in connection with a core
       asset sale.

Core asset sale means the sale of the company's mortgage servicing
rights and servicing platform.

Phoenix acknowledges that the Core Asset Sale will be accomplished
through a joint effort with Milestone Advisors LLC.

In the event of a Core Asset Sale of the Debtors' Mortgage
Servicing Rights, the Debtors will pay Phoenix and Milestone an
aggregate success fee of $1,000,000, plus:

   -- $1,000,000, pro rated for any proceeds received by the
      Debtors in excess of $460,000,000; and

   -- 6.25% of any proceeds received by the Debtors in excess of
      $460,000,000.

In the event of a Core Asset Sale of the company's Servicing
Platform in a transaction that is separate from the sale of the
Mortgage Servicing Rights, the Debtors will pay Phoenix and
Milestone an aggregate success fee of $500,000, plus 5% of any
proceeds received by the Debtors in excess of $10,000,000.

Phoenix and Milestone have agreed to split any fees payable by
the Debtors for a sale of the Servicing Platform and Mortgage
Servicing Rights, 40% to Phoenix and 60% to Milestone.  The
Debtors will reimburse Phoenix on a monthly basis for reasonable
travel and out-of-pocket expenses.

The Debtors agree to indemnify Phoenix and its controlling people
with respect to financial advisory services provided prior to and
after the Debtors' bankruptcy filing and regardless of whether a
Core Asset Sale is consummated.

Brett Schaffer, president of Phoenix Capital, Inc., assures the
Court that Phoenix is a "disinterested person" and that its
partners and associates are not creditors of insiders of the
Debtors.  He also assures the Court that Phoenix does not have an
interest materially adverse the Debtors' estates.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage      
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 4, 2007.  (American Home Bankruptcy
News, Issue No. 6, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN LEISURE: June 30 Balance Sheet Upside-Down by $2.1 Mil.
----------------------------------------------------------------
American Leisure Holdings Inc.'s consolidated balance sheet at
June 30, 2007, showed $160.3 million in total assets and
$162.4 million in total liabilities, resulting in a $2.1 million
total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007,
likewise showed strained liquidity with $8.8 million in total
current assets available to pay $46.9 million in total current
liabilities.

The company reported a net loss of $1.9 million in the three
months ended June 30, 2007, a reversal of the $846,242 net income
reported in the same period last year, mainly due to a gain from
discontinued operations of $2.9 million in the quarter ended
June 30, 2006.  

The gain from discontinued operations for the three months ended
June 30, 2006, was due to sale of the company's subsidiary,
Caribbean Leisure Marketing Ltd., to Stanford International
Bank Ltd., which became effective June 30, 2006.  Caribbean
Leisure Marketing owned a 49.0% interest in the call center
operations of Caribbean Media Group Inc.

The company reported total revenues of $6.4 million in the three
months ended June 30, 2007, flat compared to the total revenues of  
$6.4 million reported in the same quarter last year.

The company had a loss from continuing operations before taxes of
$1.9 million for the three months ended June 30, 2007, a decrease
from the loss from continuing operations before taxes of
$2.0 million reported for the three months ended June 30, 2006.  
This decrease was mainly due to other income of $165,545 and lower
interest expenses, which was partly offset by an increase in
operating expenses.

Total interest expense decreased to $985,843 from $1.3 million
mainly due to the payoff of certain notes assumed in connection
with the acquisition of certain assets from Around the World
Travel Inc.

As of June 30, 2007, the company had long term debt and notes
payable of approximately $72.5 million, put liability of $985,000
and deposits on pre-unit sales of $38.0 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?236b

                       Going Concern Doubt

LBB & Associates Ltd. LLP, in Houston, expressed substantial doubt
about American Leisure Holdings Inc.'s ability to continue as a
going concern after audting the company's consolidated balance
sheet as ofthe years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses from operations and
the need to raise additional financing in order to satisfy its
vendors and other creditors and execute its Business Plan.

                      About American Leisure

Headquartered in Orlando, Fla., American Leisure Holdings Inc.
(OTC BB: AMLH.OB) -- http://www.americanleisureholdings.com/ --  
engages in the development vacation real estate in Orlando and
Florida.  It manages and distributes travel services; develops,
sells, and manages travel destination resorts and vacation home
properties; and develops and operates affinity-based travel clubs.   
American Leisure Holdings Inc. is a subsidiary of American Leisure
Group Ltd.


AMERISOURCEBERGEN CORP: Kurt J. Hilzinger Resigns as Pres. & COO
----------------------------------------------------------------
Kurt J. Hilzinger has resigned his position as AmerisourceBergen
Corporation's President and Chief Operating Officer and as a
Director of the company to join a private equity firm.

"[Mr. Hilzinger] has made a huge contribution to AmerisourceBergen
and its legacy companies in the 16 years we have worked together,
and the company would not be in its current strong position
without his leadership, hard work and insights," said R. David
Yost, AmerisourceBergen Chief Executive Officer.  "I will miss
[Mr. Hilzinger] on both a professional and personal level, and
wish him all the best at his new firm."

"With the recent spin off of our institutional pharmacy business,
which represented nearly 25% of our associates, and the need to
evolve our information technology platform, we had been reviewing
our future organizational structure for some time," commented Mr.
Yost.  "Subsequently, with the resignation of [Mr. Hilzinger], we
have finalized an organization which will create the future
infrastructure and cost structure that ensures we will continue to
increase our efficiency and effectiveness."

The company has disclosed a more streamlined organizational
structure designed to drive increased efficiency and effectiveness
and better position the company to continue to achieve its long-
term financial goals.  The organizational changes will be:

    * The position of Chief Operating Officer will not be filled
      and Mr. Yost will again assume the position of President of
      AmerisourceBergen Corporation.

    * Steven H. Collis will be promoted to Executive Vice
      President of AmerisourceBergen and continues as President of
      AmerisourceBergen Specialty Group reporting to Mr. Yost.  He
      adds new responsibilities for shaping the company's policies
      and strategies and for more closely integrating the
      Specialty Group across AmerisourceBergen.

    * Michael D. DiCandilo continues as Executive Vice President
      and Chief Financial Officer, adds additional
      responsibilities, and continues to report to Mr. Yost.
      Reporting directly to Mr. DiCandilo under his added
      responsibilities are: Thomas H. Murphy, Senior Vice
      President and Chief Information Officer; Ed Hancock,
      President of AmerisourceBergen Packaging Group; and Mark
      Hollifield, President PMSI.

    * Terrance P. Haas will be promoted to Executive Vice
      President and Chief Integration Officer, leaving his
      position as Senior Vice President and President of
      AmerisourceBergen Drug Corporation.  In his new role, which
      reports to Mr. Yost, he will lead the multi-year
      implementation of an Enterprise Resource Planning
      information technology system for the Drug Corporation
      within the company's current capital and expense structure.
      Mr. Haas successfully led the company's multi-year
      distribution network integration following the merger that
      created AmerisourceBergen.

    * Mr. Yost assumes direct leadership of AmerisourceBergen Drug
      Corporation with the executives heading Sales and Marketing,
      Supply Chain Management, and Operations functions reporting
      directly to him.

    * Joining the AmerisourceBergen Executive Management
      Committee, which already includes Messrs. Yost, Collis, Haas
      and DiCandilo, will be John G. Chou, Senior Vice President,
      General Counsel and Secretary, and Jeanne B. Fisher, Senior
      Vice President, Human Resources.  Messrs. Chou and Fisher
      will also become executive officers of the company.

"We are very excited about the future of our industry and the role
of AmerisourceBergen in that industry," said Mr. Yost.  "Our
diluted earnings per share from continue operations expectations
for fiscal year 2007 remain unchanged in a range of $2.50 to
$2.58, including a net benefit of $0.05 from special items.  This
range reflects the spin off of our institutional pharmacy
business, which becomes a discontinued operation for the full
year."

Commenting on fiscal year 2008, Mr. Yost said, "We are still
completing our planning for the coming fiscal year, and as is our
practice, we will provide guidance for FY 2008 when we release our
fiscal year 2007 results on Nov. 1, 2007.  I am very optimistic
about fiscal year 2008, and expect our performance to be in line
with our long-term financial goals."

                      About AmerisourceBergen

Headquartered in Valley Forge, Pennsylvania, AmerisourceBergen
Corporation (NYSE:ABC) -- http://www.amerisourcebergen.com/-- is    
one of the pharmaceutical services companies serving the United
States, Canada and selected global markets.  AmerisourceBergen's
service solutions range from pharmacy automation and
pharmaceutical packaging to pharmacy services for skilled nursing
and assisted living facilities, reimbursement and pharmaceutical
consulting services, and physician education.  AmerisourceBergen
employs more than 14,000 people.

                           *     *     *

To date, AmerisourceBergen Corporation carries Moody's Investor
Services' Ba1 long term corporate family and probability of
default ratings placed in September 2006.  The outlook is
positive.


AMP'D MOBILE: Wants Final Cash Collateral Order Amended
-------------------------------------------------------
Amp'd Mobile Inc. asks the U.S. Bankruptcy Court for the District
of Delaware to amend its final order authorizing the Debtor to use
the cash collateral securing repayment of its obligations to Kings
Road Investments Ltd.  The Debtors says that it needs additional
access to cash collateral to fund the liquidation expenses of its
estate.

Eric M. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
relates that since the entry of the Final Cash Collateral Order,
the Debtor, has been diligently working to maximize the value it
receives for its assets through a Court-supervised liquidation
process.  The Debtor has taken steps to:

   -- maximize the collections of its outstanding accounts
      receivable;

   -- retain counsel to pursue avoidance actions; and

   -- file a motion seeking approval of a plan that would provide
      certain employees an incentive to maximize the value
      received for the sale of its intellectual property.

While the Final Cash Collateral Order provided a mechanism for
the payment of the Debtor's liquidation expenses, timing of
receipts of proceeds and the allocations previously afforded the
Debtor have proven to be insufficient to fund all of the Debtor's
liquidation expenses, Mr. Sutty tells Judge Shannon.  

In light of the situation, the Debtor believes it is appropriate
and necessary to amend the  Final Cash Collateral Order to
provide additional liquidity to the estate until the proceeds
from the collection of accounts receivable, avoidance actions,
and further asset sales are completed.

                           Waiver Letter

Accordingly, the Debtor entered into a Waiver Letter with Kings
Road Investment Ltd, as its secured lender, whereby Kings Road
agreed to waive its rights under the Final Cash Collateral Order
to collect $1,000,000 of the Debtor's cash collateral existing as
of August 1, 2007.  Kings Road also agreed that the Debtor's
retention of the $1,000,000 will not constitute a termination
event.

The effectiveness of the Kings Road's Waiver is subject to
certain conditions:

   * Kings Road will have received an executed counterpart of
     the Waiver Letter from the Debtor, consented to in writing
     by the Creditors Committee.

   * The $1,000,000 authorized to be used under the Waiver Letter
     is subject in all respects to and must be used in accordance
     with prepared budget, provided that Kings Road agrees to
     authorize the payment of $75,000 by the Debtor for the
     purchase of an insurance policy providing tail coverage
     for the directors and officers of the Debtor prior to
     August 28, 2007.

   * The Debtor will have opened at least one new account with a
     banking institution other than Silicon Valley Bank, no later
     than August 15, 2007, and will deposit the authorized
     $1,000,000 into that account.  All amounts collected in
     connection with accounts receivable, proceeds from Avoidance
     Actions and proceeds from Kings Road's other Collateral
     will be placed in a non-Silicon Valley Bank account and
     will be forwarded to the Kings Road.

   * The Debtor will have sent notice of the continuation of the
     auction of its inventory to bidders.  

   * The Debtor will hire a contingent fee counsel no later than
     August 13, 2007, to assist it with collection efforts in
     connection with accounts receivable owed to the Debtor by
     Account Debtors and/or in its efforts to prosecute the
     Avoidance Actions.

   * The Debtor will use its reasonable best efforts to collect
     all receivables owed to it by its Canadian subsidiary.

   * The Debtor will not enter into any settlements of any
     Avoidance Actions or settle any accounts receivables owed to
     the Debtor by Account Debtors without first obtaining the
     prior written consent of Kings Road.

   * The Debtor will provide Kings Road with at least five
     business days' notice of its intention to (i) convert
     the Chapter 11 case to a case under Chapter 7 of the
     Bankruptcy Code, (ii) dismiss the Chapter 11 Case,
     (iii) appoint an examiner with expanded powers, or
     (iv) appoint a Chapter 11 trustee .

   * Except with respect to proceeds collected in connection with
     the prosecution of the Avoidance Actions, any and all
     collections and proceeds received on account of accounts
     receivable or other Collateral will be delivered to Kings
     Road within one business day of receipt by the Debtor.

The Debtor presented to the Court a budget for wind down expenses
for September 2007, a copy of which is available for free at:

               http://researcharchives.com/t/s?237c

Mr. Sutty states that the proposed Amended Final Cash Collateral
Order contains specific language authorizing the use of
additional cash collateral to:

   -- fund the additional expenses set forth in a budget; and

   -- pay the fees and expenses set forth in the Court Order
      authorizing the Debtor to amend its agreements with
      Vengroff, Williams & Associates, Inc., and Pinnacle Group,
      Inc.; and bonus compensation, if any, set forth in the
      Debtor's Incentive Plan Motion.

While the proposed Amended Final Cash Collateral does contain
other minor modifications, all of the significant aspects of the
Final Cash Collateral, including the protections granted to the
Secured Lender, remain in place and have already been approved on
a final basis, Mr. Sutty avers.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm
represent the Debtor in its restructuring efforts. In its
schedules filed with the Court, the Debtor listed total assets
of $47,603,629 and total debts of $164, 569,842. The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Court Okays Sale of Assets to Great American
----------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to sell certain of its assets
to Great American Group LLC, free and clear of all liens.  

A list of the assets for sale is available for free at:

               http://researcharchives.com/t/s?237e

The proceeds received from the sale will be used to pay down,
in part, the Debtor's prepetition indebtedness to Kings Road
Investment Ltd. in accordance with the terms of the Court's
final order regarding the Debtor's access of King Road's
cash collateral.

With respect to the transfer of assets, the Debtor has taken or
will take certain steps to ensure that no copyrighted,
trademarked, licensed, proprietary or confidential data,
programming, information, software, electronic communications or
documents are transferred to Great American and will be preserved
by the Debtor, the Court noted.

The Court held that the Debtor has taken acts to preserve data
contained in the Assets, including:

   -- information that relates to the financial condition of the
      Debtor;

   -- the Debtor's current, historical and projected financials;

   -- information provided to potential investors and creditors;

   -- information relevant to the prosecution of avoidance
      actions under Chapter 5 of the Bankruptcy Code;

   -- information relevant to the prosecution of objections to
      proofs of claim; and

   -- information necessary for the Debtor's liquidation.

The steps include the continued maintenance of hard copy files
and electronic files.

The majority of the preserved Financial Information was not
maintained in the assets and will continue to be available to the
Debtor until the Court authorizes destruction of the said
information.

Some software licensed to the Debtor by Oracle USA Inc. may be
embedded in the assets.  The Court noted that with respect to the
Oracle Software:

   -- the Oracle Software has been removed from the Assets;

   -- the Oracle Software is not being transferred to Great
      American in connection with the Sale; and

   -- Great American acquires no right in the Oracle Software by
      virtue of the Sale, the Sale Order, the Purchase Agreement
      or the transfer of the Assets.

The Debtor has provided to Verizon Wireless reasonable assurances
that the assets subject to the sale do not contain, relate to, or
refer to any proprietary or confidential information regarding or
related to Verizon Wireless or the parties' relationship.

Nothing in the sale order authorizes the Debtor to sell or
transfer any content belonging to Moderati, EMI, Vivendi,
Universal Music, UMG Recordings, International Music Feed, Warner
Music, or Oracle unless approved by a further court order.

           Responses to the Great American Group Sale

Prior to the Court's order, two parties submitted their objections
to the sale.  

Capitol Records, Inc., and its EMI Music Marketing Division,
Warner Music, Inc., and Intel Capital Corporation opposed the
proposed sale of certain assets of Amp'd Mobile, Inc. to Great
American Group, LLC, on a limited basis.

EMI and Warner Music entered into separate video download, video
stream and video rental agreements with the Debtor prior to the
Petition Date.  Under the Contracts, EMI and Warner Music provided
the Debtor with master copies of copyrighted audio and video
content, which the Debtor then sold and distributed to its
customers for use on handheld electronic devices and computers.

The Debtor rejected the EMI and Warner Music Contracts pursuant to
a July 31, 2007 Rejection Notice.

EMI and Warner Music asserted that the Debtor hosted, and
continues to host, the EMI and Warner Content on its servers and
thereby controls the Content and is able to sell or distribute
copyrighted audio and video recordings at will.

The Debtor has rejected the Contracts and therefore no longer has
any rights to the EMI and Warner Content, EMI and Warner Music
contend.  Accordingly, the Debtor cannot transfer any of the EMI
and Warner Content to any third party, EMI and Warner Music
argued.

To the extent that any of the assets to be sold to Great American
Group contain any EMI or Warner Content, that Content must be
purged from the Assets prior to their transfer to any third
party, EMI and Warner Music asserted.

Moderati, Inc.; Vivendi, S.A.; Universal Music Group; UMG
Recording, Inc.; International Music Feed LLC; and Vivendi Games,
Inc. joined in EMI's objection to the Great American asset sale.

The Joining Objectors were also parties to various contracts with
the Debtor, which provided the Debtor access to the Objectors'
licensed and copyrighted music and video content.  The Debtor
rejected the various contracts on July 31, 2007.

Intel Capital opposes the sale of selected computer inventory as
the Debtor has failed to disclose what information is contained
in the inventory.

The Debtor should be prohibited from destroying the information
contained in the Computer Inventory and should be compelled to
duplicate that information with respect to the acts, conduct,
property, liability, assets and business conditions of the Debtor
and its estate, Intel Capital asserted.  

"[That] information may be necessary to assist the Debtor's,
creditors and other parties-in-interest with respect to, inter
alia, a better understanding of the Debtor's current financial
situation, asserting or defending against chapter 5 causes of
action as well as other potential litigation, and validating,
verifying, substantiating or objecting to proofs of claims or
other claims asserted by creditors," Edward J. Komowski, Esq., at
Young Conaway Stargatt & Taylor, in Wilmington, Delaware,
contended, on Intel Capital's behalf.

Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts. In its
schedules filed with the Court, the Debtor listed total assets
of $47,603,629 and total debts of $164, 569,842.  The Debtor's
exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd
Mobile Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Court Approval on Settlement with Miners
----------------------------------------------------------
For many years, ASARCO LLC's Tennessee Mines Division extracted
ore from the Immel, Young, and Coy zinc mines in eastern
Tennessee and operated a mill at the Young Mine.  ASARCO closed
the mines in October 2001 and sold the TMD Assets to Glencore
Limited for $65,000,000 in May 2006, James R. Prince, Esq., at
Baker Botts, L.L.P., in Dallas, Texas, relates.

ASARCO placed $3,011,226 from the proceeds of the TMD Asset sale
into an escrow account to pay any outstanding liens validly
secured against the TMD property sold.

Prior to its bankruptcy filing, numerous former TMD employees
asserted compensation claims against ASARCO based on hearing loss
allegedly attributable to their work in the Tennessee mines.  
Some of these employees obtained judgments against ASARCO or
reached settlements with ASARCO that were approved by the
Tennessee courts and thereby given the legal force of a judgment.

The Judgments included awards for permanent partial disability
benefits, past medical costs, discretionary costs, court costs,
and future medical expenses.

Certain creditors have sold to ASM Capital all or substantially
all of their rights to payment under their respective bankruptcy
claims.

ASARCO believes that the majority of the liens asserted in the
Employee Claims are subject to avoidance pursuant to Sections
544, 545, 547, and 549 of the Bankruptcy Code.  

Thus, to avoid litigation necessary to avoid those liens and to
cut off the accumulation of interest on liens that cannot be
avoided under the Bankruptcy Code, ASARCO and the certain of its
creditors have negotiated a settlement agreement.

The Settlement Agreement provides that ASARCO will pay the
creditors a certain settlement amount that includes outstanding
permanent partial disability awards, outstanding past medical
expenses relating to hearing loss to the extent actually paid
out-of-pocket by the individual creditor, any outstanding
discretionary costs, and $5,000 for future medical expenses
relating to hearing loss.

ASARCO will pay these amounts to:

     Claimant                Settlement Amount
     --------                -----------------
     Nathan Bales                  $91,554
     Ira Brock                      54,453
     Danny Cameron                   5,000
     Harold Denton                  88,982
     Robert Dotson                  92,358
     Charles Foster                  5,154
     William Gann                   61,851
     Bobby Joe Griffin              41,881
     Larry Hale                     33,953
     Ray Hensley                    60,812
     Danny Marshall                 85,842
     Raymond McGhee                 49,008
     Jimmy Miller                   41,641
     Charles Mouser                  5,000
     Richard Selvey                171,316
     Gary Stallings                 67,738
     Jesse Vance                   122,355
     Coy Vineyard                   96,101
     Terry Whaley                   72,031
     Ralph Whitlock                 44,195
     Thomas Wright                  58,009

ASARCO also agrees to allow the general unsecured claims filed by
23 creditors:

     Claimant            Claim No.    Claim Amount  
     --------            ---------    ------------  
     Donald Bales          10041         $93,087
     Scott Blair           10046          43,531
     Walter Brock          10031          54,633
     Robert Dockery        10014          23,143
     Dennis Double         10017          15,433
     William Ellis         10018          56,410
     Ray Gann              10081          34,523
     John Houk             10076          19,677
     Richard Hubbard       10059          70,355
     Leroy Koepke          10061          23,936
     Donald Lucia          10050          70,375
     Keith Maples          10052          28,448
     Rick Mayes            10057          40,920
     Stanley Moore         10128          24,148
     Hugh Pruitt           10106          23,115
     Robert Reagan         10093          33,719
     Billy Joe Shrader     10165           6,000
     James West            10141          87,029
     Edward Beaver         10043          30,211
     Elmer Beaver          10044          66,176
     Frank Carr            10020          67,553
     Billy Denton          10011          91,890
     Guy Wilhite           10145         104,027

The allowed claim amounts include the Settlement Amounts, ASARCO
notes.

Accordingly, ASARCO asks the U.S. Bankruptcy Court for the
Southern District of Texas to approve the Settlement Agreement.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--      
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on Nov. 12,
2007.  (ASARCO Bankruptcy News, Issue No. 54; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BAYTEX ENERGY: S&P Affirms B+ Rating with Stable Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B-' subordinated debt ratings on Calgary,
Alberta-based Baytex Energy Trust.  The outlook is stable.
     
"The ratings affirmation follows our review of Baytex's
consolidated business risk and financial risk profiles, both of
which remain consistent with the 'B+' ratings category," said
Standard & Poor's credit analyst Jamie Koutsoukis.  "We view the
trust's demonstrated ability to largely fund its capital
expenditures and its cash distributions through internally
generated cash flow as a strong credit positive.  

Furthermore, Baytex's increasing product mix diversification, with
the June 2007 acquisition of the Pembina properties, further
strengthened its overall credit profile.  Overall, S&P rank the
trust at the top end of the 'B+' rating category, and expect its
credit profile will continue to strengthen in the near term," Ms.
Koutsoukis added.
     
The stable outlook reflects Standard & Poor's expectation that
Baytex will largely fund its capital spending program and
distributions through internally generated funds, while
maintaining a stable production and reserve profile.  The trust's
credit profile continues to strengthen, based on its
consistently strong netbacks and largely internal growth focus,
supplemented with acquisitions.  These factors place the trust at
the strong end of the 'B+' ratings category, which should allow
the trust to withstand some near-term deterioration in
profitability due either to falling hydrocarbon prices or
increases in capital expenditures.  

A positive rating action is possible, if the trust can increase
both its product and geographic diversification while adhering to
its existing financial policies.  Given the cushion inherent in
the current rating, the likelihood of a near-term negative rating
action is limited; however, S&P could lower the ratings if the
trust materially ramps up its spending or distributions above the
levels expected in S&P's most recent rating review.


CALPINE CORP: Wants Court to Approve Santa Rosa Construction Pact
-----------------------------------------------------------------
Debtor Geysers Power Company, LLC, owns 19 geothermal electric
generating facilities located in Sonoma and Lake Counties,
California.  Pursuant to a Construction and Operating Agreement
between GPC and the city of Santa Rosa, California, for the Santa
Rosa Recharge Project, Santa Rosa agreed to construct and operate
a water supply pipeline between the city and the Geysers
Facilities and for Santa Rosa to provide GPC with tertiary
treated, recycled water so that GPC could inject the water for the
purpose of recharging its subsurface steam reservoir.

Calpine Corp. and its debtor affiliates have determined that
assuming the Construction and Operating Agreement and continuing
to perform their obligations thereunder is in their best interest,
subject to amending certain terms of the Agreement, Marc
Kieselstein, Esq., at Kirkland & Ellis, LLP, in New York, tells
the U.S. Bankruptcy Court for the Southern District of New York.

To this end, Mr. Kieselstein relates, the Debtors commenced
negotiations with Santa Rosa to amend the Agreement in June 2006.  
As a result, the Debtors and Santa Rosa have executed the
Amendment to the Construction and Operating Agreement.

The Amendment provides, among other things, an increase in the
daily average water supply from approximately 11 mgd to 20 mgd,
to be phased-in over time, and guaranteed annual delivery and
acceptance volumes, which would be subject to liquidated damages
for failure to perform.

Mr. Kieselstein adds that the Amendment eliminates GPC's current
obligations to provide a $28,000,000 letter of credit for the
next 16 years and to fund a $30,000,000 financial assurance fund
over a 25-year period.  Instead, the Amendment substitutes a
Calpine Corp. parent guarantee, along with an annual payment of
$300,000 per year for 15 years, in lieu of the letter of credit
and financial assurance fund.

The Amendment also includes an extension of the Construction and
Operating Agreement by four years to 2037 and a mutual termination
fee.

Furthermore, Mr. Kieselstein says the Amendment limits Santa
Rosa's first right of refusal to purchase part of GPC's power
supply facilities to 180 days after termination of the Agreement.

Mr. Kieselstein asserts that the Amendment allows GPC to obtain
additional water from Santa Rosa and eliminates the requirement
for certain financial assurance funds, therefore increasing the
Debtors' cash flow by a minimum amount of $12,000,000 for the
term of the Agreement, as amended.

Accordingly, the Debtors sought and obtained the Court's authority
to assume the Agreement, as amended.

The Court bars and permanently enjoin Santa Rosa from asserting
against the Debtors any default, claim or liability existing,
accrued, arising or relating to the Construction and Operating
Agreement; provided that nothing will reduce, expunge, eliminate
or otherwise affect the City's Claim No. 5540 against the Debtors
based on the Geysers fire.

                     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: Liquidity Wants Disclosure Statement Disapproved
--------------------------------------------------------------
Liquidity Solutions, Inc., and certain of its affiliated
companies, as assignee of various claims against Calpine Corp. and
its debtor-affiliates, ask the U.S. Bankruptcy Court for the
Southern District of New York not to approve the adequacy of the
Amended Disclosure Statement because it describes a patently
unconfirmable Chapter 11 Plan.

Representing Liquidity Solutions, Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenweig & Wolosky, LLP, in New York, tells
Judge Lifland that the terms of the Plan:

  (1) violates the absolute priority rule under Section
      1129(b)(2) of the Bankruptcy Code;

  (2) fails to satisfy the "best interests of creditors" test
      under Section 1129(a)(7); and

  (3) impermissibly treats the class of so called "convenience"
      creditors worse than other classes of similarly situated
      unsecured creditors, in violation of Sections 1122(a) and
      (b) and 1129(b).

Liquidity Solutions holds approximately $900,000 of Class C-10,
which comprises Unsecured Convenience Class Claims, Mr. Friedman
notes.

Unlike the other classes of unsecured claims that are to receive
payment in full plus interest, the Plan does not provide for the
payment of postpetition interest to Class-10 Claims, nor does it
permit these creditors to elect to receive their distribution in
New Calpine Stock, thus violating several provisions of the
Bankruptcy Code, Mr. Friedman insists.

                     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: BoNY Says Disclosure Statement is "Inadequate"
------------------------------------------------------------
Bank of New York, as Collateral Trustee under a July 2003
Collateral Trust Agreement, tells the U.S. Bankruptcy Court for
the Southern District of New York that its secured claims for fees
and expenses and indemnification were not provided for in Calpine
Corp. and its debtor-affiliates' Amended Disclosure Statement
outlining the Amended Chapter 11 Plan.

BNY filed secured claims totaling $175,000 against Calpine
Corporation and Debtor Quintana Canada Holdings, LLC, for
professional fees and expenses incurred as a collateral agent.
BNY also asserted claims for indemnification against the Debtors
pursuant to the adversary complaint commenced by the Official
Committee of Unsecured Creditors against the Debtors and BNY,
among others.  

James Gadsden, Esq., at Carter Ledyard & Milburn, LLP, in New
York, notes that pursuant to the Collateral Trust Agreement,
Calpine and Quintana Canada agreed to pay BNY's Collateral
Trustee fees and expenses and indemnification damages.

Mr. Gadsden maintains that the Disclosure Statement fails to
provide adequate information to creditors as required by Section
1125 of the Bankruptcy Code because it omits discussion of BNY's
secured claims against the Debtors.

Accordingly, BNY proposes that the Disclosure Statement and Plan
should provide that:

  (i) the Second Lien Debt Claims include the fees and expenses      
      and indemnification of the Collateral Trustee; and

(ii) the Collateral Trustee's fees and expenses and
      indemnification must be satisfied as a condition to the
      release of its liens and security interests.

                     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).


CANAL CAPITAL: Posts $336,011 Net Loss in Quarter Ended July 31
---------------------------------------------------------------
Canal Capital Corp. incurred a net loss of $336,011 in the three
months ended July 31, 2007, an increase from the $220,726 net loss
reported in the same period ended July 31, 2006, mainly due to
lower stockyard and real estate revenues.

Stockyard revenues fell to $525,743 from $654,097.  Real estate
revenues fell to $130,892 from $137,189.

At July 31, 2007, the company's consolidated financial statements
showed $5.2 million in total assets, $3.8 million in total
liabilities, and $1.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2373

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Todman & Co., in New York, expressed substantial doubt about Canal
Capital Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Oct. 31, 2006, and 2005.  The auditing firm reported that the
company has suffered recurring losses from operations and is
obligated to continue making substantial annual contributions to
its defined benefit pension plan.

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CARBIZ INC: July 31 Balance Sheet Upside-Down by $6.6 Million
-------------------------------------------------------------
Carbiz Inc.'s consolidated balance sheet at July 31, 2007, showed
$1.8 million in total assets, $8.2 million in total liabilities
and $205,136 in minority interest, resulting in a $6.6 million
total stockholders' deficit.

The company's consolidated balance sheet at July 31, 2007, also
showed strained liquidity with $809,573 in total current assets
available to pay $8.2 million in total current liabilities.

The company incurred a net loss of $2.7 million in the three
months ended July 31, 2007, a reversal of the $95,079 net income
reported in the same period last year, mainly due to higher
reported operating expenses, an increase in interest expense, and
a non-cash loss of $1.4 million as a result of the fair value
adjustment of outstanding derivative instruments.

In addition, the company reported income from discontinued
operations of $411,591 in the second quarter ended July 31, 2006,
related to the sale of the company's TaxMax business on May 16,
2006.

Revenues from continuing operations increased to $943,391 from
$890,259.  This increase was primarily due to a increase in sales
by the company's Carbiz Auto Credit operating unit.

For the three months ended July 31, 2007, operating expenses
increased $929,915 compared to the same period ended July 31,
2006.  This increase was primarily due to the effect of changes in
the exchange rate for the Canadian Dollar during the period as a
result of the large debenture liability balances carried on the
company's books in Canadian Dollars.  Legal expenses related to
the preparation and closing of the convertibal debenture and
credit facility were also incurred during the period.

Interest expense increased $149,428 for the three months ended
July 31, 2007, compared to the same period ended July 31, 2006,
due to the interest paid on the convertible debenture and the
credit facility.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2376

                       Going Concern Doubt

Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota,
Fla., expressed substantial doubt about Carbiz Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Jan. 31,
2007, and 2006.  The auditing frim pointed to the company's
recurring losses from operations and net capital deficiency.

                        About CarBiz Inc.

Headquartered in Sarasota, Fla., CarBiz Inc. (OTC BB: CBZFF.OB) --
http://www.carbiz.com/-- provides software, training and  
consulting solutions to the United States automotive industry.
CarBiz's suite of business solutions includes dealer software
products focused on the "buy-here pay-here", sub-prime finance and
automotive accounting markets.  CarBiz also operates "buy-here
pay-here" dealerships in Florida through its CarBiz Auto Credit
division that are wholly-owned or joint venture companies.


CHRYSLER LLC: GM Nears Deal With UAW on Healthcare Trust Fund
-------------------------------------------------------------
General Motors Corp. and the United Auto Workers union are
steadily closing the gap between their differences over GM’s
proposal to transfer about $55 billion in future health care
liabilities to a union-managed fund, known as a Voluntary
Employees’ Beneficiary Association, The Financial Times reports,
citing sources familiar with the negotiations.  

Both parties are expected to sign a final contract soon.

GM, along with Ford Motor Company and Chrysler LLC, and the UAW
have been hammering out vital points concerning the biggest issue
in its contract negotiations –- the creation of a multibillion-
dollar, union-controlled health care trust fund, Jeffrey Mccracken
writes for the Wall Street Journal, citing people familiar with
the matter.

According to the report, sources close to the matter claim that
the parties involved have largely come to agreement on issues such
as health care inflation and actuarial figures about the 721,000
active workers, retirees and spouses covered by the auto makers.

Detroit's "big three" automakers are believed to be pushing
to finance the health care fund at no more than 70 cents on
the dollar, which would create a trust fund in excess of
$60 billion, making it one of the largest investment funds
in the country, WSJ states.  The trust fund is expected to
cut about $95 billion from the car makers' retiree costs.

However, a huge gap remains between funding proposed by the auto
makers and the level discussed by the UAW, described as "still
well into the several-billion-dollars range" by a person familiar
with the talks, although the two have narrowed the gap over the
past week, WSJ relates.  The UAW is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms.

The UAW is extending GM's contract on an hour-to-hour basis while
granting an indefinite extension to the other two Detroit
carmakers, Ford Motor Company and Chrysler LLC, pending the
outcome of talks with GM.  The UAW may use the GM settlement to
extract "pattern" concessions from the other two, Bernard Simon
writes for FT.

GM representatives said five GM plants in the United States were
operating on Saturday while more than 70 union-represented
facilities resumed production on Monday, Reuters relates.  The UAW
had initially threatened to call a strike against GM, before
agreeing to the hourly extension.  UAW's last major strike against
GM was in 1998, when a 59-day walkout at two GM parts plants
caused shortages that eventually shut down almost all of the
automaker's assembly plants and caused sales to plunge, Reuters
states.

While the contract negotiations continue, the UAW has helped GM,
Ford and Chrysler in their respective turnaround efforts by
reducing the number of workers eligible for "jobs bank" programs
through buyout programs that have cut over 55,000 factory jobs,
Reuters reports, quoting UAW president Ron Gettelfinger.

Under the jobs bank provision, workers get paid nearly their full
salaries if they are laid off.  As part of the jobs bank, workers
can do volunteer community work or go to school or just report to
the plant, Jui Chakravorty writes for Reuters.

UAW President Ron Gettelfinger had said that the jobs bank was
"not an issue" but after the UAW gave up union jobs, he would not
go into these talks "in a concessionary mode."  The jobs bank
benefit is part of the concerns to be discussed in the ongoing
talks, Reuters says.

                      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.


CITIZENS COMMUNICATIONS: Fitch Affirms 'BB' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings affirms Citizens Communications Company's Issuer
Default Rating at 'BB'.  Fitch has also assigned an IDR of 'BB' to
Commonwealth Telephone Enterprises, Inc., a wholly-owned
subsidiary of Citizens, and a 'BB' rating to Commonwealth's
$8.5 million of outstanding convertible notes.  In addition, Fitch
has affirmed other ratings as listed below.  The Rating Outlook is
Stable.

Citizens 'BB' rating reflects the relatively stable financial
performance of its telecommunications business, which stems from
its primarily rural operations.  Offsetting factors include the
continuing pressure of competition, the slight levering effect of
the acquisition of Commonwealth and the company's higher payout of
free cash flow in the form of dividends.

Citizens completed the acquisition of Commonwealth on March 8,
2007.  The total value of the transaction was approximately $1.1
billion.  Fitch anticipates that Citizens' gross debt-to-EBITDA
will be in the 3.7 times to 3.8x range in 2007 compared to 4x at
the end of 2006.  Debt was temporarily high at yearend 2006 as
financing activities for the Commonwealth transaction resulted in
more than $1 billion in cash on the balance sheet.  

On a net debt-to-EBITDA basis, Citizens' leverage was
approximately 3.1x.  As a result of the Commonwealth transaction,
Citizens expects to obtain approximately $30 million in annual
synergies, and has thus far incurred a significant portion of the
expected integration costs.

Fitch's believes the Commonwealth acquisition will have a slightly
levering effect but that Citizens' credit metrics will remain
within the range of the current 'BB' rating category.  Moreover,
an anticipated dividend payout in the 60%-70% range is expected to
continue to provide Citizens with good financial flexibility.

In July 2007, the company announced the acquisition of another
rural property, Global Valley Networks for $62 million.  The
transaction is expected to close in early 2008.

The company's 2007 guidance calls for pre-dividend cash flow in
the range of $500 million to $525 million.  Capital expenditures
are expected to range from $315 million to $325 million.  
Liquidity is good with an undrawn, $250 million senior unsecured
credit facility in place until May 2012.  On Feb. 27, 2007,
Citizens announced a new $250 million share repurchase program,
with repurchases anticipated to take place over a 12 month period.

In the intermediate term, there is some uncertainty regarding
revenues and cash flows due to potential longer-term reforms of
the universal service fund program and the intercarrier
compensation structure.  Policymakers are generally supportive of
rural carriers but the outcome of reforms is uncertain.

Fitch affirms these ratings with a Stable Outlook:

Citizens Communications

  -- IDR 'BB';
  -- Senior unsecured credit facility 'BB';
  -- Senior unsecured notes and debentures 'BB'.

Citizens Utilities Trust:

  -- 5% company obligated mandatorily redeemable convertible
     preferred securities due 2036 'BB-'.

Industrial development revenue bonds (IDRBs) 'BB' as follows:

  -- Maricopa County Industrial Development Authority (AZ) IDRB
     series 1995.

Fitch assigns these ratings with a Stable Outlook:

Commonwealth Telephone Enterprises, Inc.

  -- IDR 'BB';
  -- Convertible Notes 'BB'.


COINMACH SERVICE: Revenue Decrease Cues S&P to Retain Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on
Plainview, New York-based Coinmach Service Corp. remain on
CreditWatch with negative implications after revenue for
the three months ended June 30, 2007, decreased by approximately
2% over the corresponding period in the prior year.  Revenue in
the company's primary business unit, the route business, declined
by 2% due to increased vacancy rates in certain geographic areas.
     
The ratings on CSC and its operating subsidiary Coinmach Corp.
were initially placed on CreditWatch with negative implications on
June 15, 2007, following the announcement that CSC had agreed to
be acquired by Babcock & Brown Ltd.  "To resolve the CreditWatch
listing, we will meet with management to discuss financial
policies and operating strategies, and evaluate the ultimate
financing and terms of this going–private transaction," said
Standard & Poor's credit analyst Jean C. Stout.


COMMONWEALTH TELEPHONE: Fitch Issuer Default Rating at BB
---------------------------------------------------------
Fitch Ratings affirms Citizens Communications Company's Issuer
Default Rating at 'BB'.  Fitch has also assigned an IDR of 'BB' to
Commonwealth Telephone Enterprises, Inc., a wholly-owned
subsidiary of Citizens, and a 'BB' rating to Commonwealth's
$8.5 million of outstanding convertible notes.  In addition, Fitch
has affirmed other ratings as listed below.  The Rating Outlook is
Stable.

Citizens 'BB' rating reflects the relatively stable financial
performance of its telecommunications business, which stems from
its primarily rural operations.  Offsetting factors include the
continuing pressure of competition, the slight levering effect of
the acquisition of Commonwealth and the company's higher payout of
free cash flow in the form of dividends.

Citizens completed the acquisition of Commonwealth on March 8,
2007.  The total value of the transaction was approximately $1.1
billion.  Fitch anticipates that Citizens' gross debt-to-EBITDA
will be in the 3.7 times to 3.8x range in 2007 compared to 4x at
the end of 2006.  Debt was temporarily high at yearend 2006 as
financing activities for the Commonwealth transaction resulted in
more than $1 billion in cash on the balance sheet.  

On a net debt-to-EBITDA basis, Citizens' leverage was
approximately 3.1x.  As a result of the Commonwealth transaction,
Citizens expects to obtain approximately $30 million in annual
synergies, and has thus far incurred a significant portion of the
expected integration costs.

Fitch's believes the Commonwealth acquisition will have a slightly
levering effect but that Citizens' credit metrics will remain
within the range of the current 'BB' rating category.  Moreover,
an anticipated dividend payout in the 60%-70% range is expected to
continue to provide Citizens with good financial flexibility.

In July 2007, the company announced the acquisition of another
rural property, Global Valley Networks for $62 million.  The
transaction is expected to close in early 2008.

The company's 2007 guidance calls for pre-dividend cash flow in
the range of $500 million to $525 million.  Capital expenditures
are expected to range from $315 million to $325 million.  
Liquidity is good with an undrawn, $250 million senior unsecured
credit facility in place until May 2012.  On Feb. 27, 2007,
Citizens announced a new $250 million share repurchase program,
with repurchases anticipated to take place over a 12 month period.

In the intermediate term, there is some uncertainty regarding
revenues and cash flows due to potential longer-term reforms of
the universal service fund program and the intercarrier
compensation structure.  Policymakers are generally supportive of
rural carriers but the outcome of reforms is uncertain.

Fitch affirms these ratings with a Stable Outlook:

Citizens Communications

  -- IDR 'BB';
  -- Senior unsecured credit facility 'BB';
  -- Senior unsecured notes and debentures 'BB'.

Citizens Utilities Trust:

  -- 5% company obligated mandatorily redeemable convertible
     preferred securities due 2036 'BB-'.

Industrial development revenue bonds (IDRBs) 'BB' as follows:

  -- Maricopa County Industrial Development Authority (AZ) IDRB
     series 1995.

Fitch assigns these ratings with a Stable Outlook:

Commonwealth Telephone Enterprises, Inc.

  -- IDR 'BB';
  -- Convertible Notes 'BB'.


COUNTERPATH SOLUTIONS: July 31 Balance Sheet Upside Down by $2.1MM
------------------------------------------------------------------
Counterpath Solutions Inc.'s consolidated financial statements at
July 31, 2007, showed $3.7 million in total assets and
$5.8 million in total liabilities, resulting in a $2.1 million
total stockholders' deficit.

The company reported a net loss of $1.2 million in the three
months ended July 31, 2007, an increase from the $478,896 net loss
reported in the same period ended July 31, 2006, mainly due to
lower total revenues and higher reported interest expense.

Revenues fell to $1.2 million from $1.8 million, mainly due to a
decrease in software revenue.  Software revenue decreased $640,711
compared to the same period last year due to fewer large sales to
major telecom companies compared to the same period last year.

Interest expense for the three months ended July 31, 2007, was
$140,576 compared to $42,996 for the same respective period in
2006.  

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2375

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
BDO Dunwoody LLP, in Vancouver, British Columbia, expressed
substantial doubt about Counterpath Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the the year ended
April 30, 2007.  The auditing firm pointed to the company's
accumulated deficit and net loss.

                   About Counterpath Solutions

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


DADE BEHRING: Siemens Extends Cash Tender Offer to September 26
---------------------------------------------------------------
Belfast Merger Co., a wholly owned subsidiary of Siemens
Corporation, has extended the expiration date for its cash tender
offer for all outstanding shares of common stock of Dade Behring
Holdings, Inc.

The tender offer has been extended to 12:00 Midnight, New York
City time, on Wednesday, Sept. 26, 2007.

The tender offer is being made pursuant to an Agreement and Plan
of Merger, dated as of July 25, 2007, by and among Siemens, its
subsidiary, Belfast Merger Co., and Dade Behring.  Completion of
the tender offer is conditioned on, among other things, receipt of
regulatory approvals.

As of Sept. 5, 2007, an aggregate of 39,128,122 shares of common
stock of Dade Behring had been validly tendered and not withdrawn,
representing 48.82% of the outstanding common stock of Dade
Behring.

As reported in the Troubled Company Reporter on July 31, 2007,
Siemens expects to commence a tender offer for all outstanding
shares of Dade's common stock by Aug. 8, 2007.  Moody's said it
believed that the transaction will close within six months.

               Dade Executives to Receive Payments

In an SEC Filing dated Aug. 17, 2007, Dade Behring Holdings, Inc.
disclosed that its Board of Directors approved amendments to the
employment agreement and approved amendments to the Executive
Severance Agreement between the company and its named executives.  
The amendments provide for retention and incentive payments that
implement the retention arrangements provided for in the Agreement
and Plan of Merger among Belfast Merger Co., Siemens Corporation
and the company dated July 25, 2007, and are contingent upon the
closing of the Merger Agreement.

The amendments provide James Reid-Anderson, CEO, for a Retention
Payment of $4,136,000 payable on the first anniversary of the
closing and a Long Term Incentive Payment of $3,500,000 payable on
the first anniversary of the closing of the merger, provided the
closing occurs by Aug. 23, 2008.

Amendments to Executive Severance Agreements provide for Retention
Payments and Long Term Incentive Payments under similar terms:

   * for the Chief Operating Officer of EUR1,908,000 and
     EUR916,150;

   * for the Chief Financial Officer of $1,645,000 and $1,000,000;

   * for the Chief Strategy and Technology Officer of $1,800,000
     and $1,100,000; and

   * for the Senior Vice President, General Counsel of $1,522,500
     and $800,000, respectively.

Payments will also generally be made if the named executive
officer's employment is terminated by the company without cause or
by the named executive officer for good reason prior to the
closing of the merger.

                          About Siemens

Siemens AG (Berlin and Munich) -- http://www.siemens.com/--  
provides electrical engineering and electronics products and
services in over 190 countries.  The company has around 475,000
employees working to develop and manufacture products, design and
install systems and projects, and tailor a wide range of services
for individual requirements.  Founded more than 160 years ago, the
company focuses on the areas of Information and Communications,
Automation and Control, Power, Transportation, Medical, and
Lighting.  In fiscal 2006 ended September 30, Siemens had sales of
EUR87.3 billion and net income of EUR3 billion.

                   About Dade Behring Holdings

Headquartered in Deerfield, Illinois, Dade Behring Holdings Inc.
-- http://www.dadebehring.com/-- engages in the manufacture and
distribution of diagnostics products and services to clinical
laboratories worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Moody's Investors Service affirmed the ratings of Dade Behring
Inc. following the announcement that the company entered into a
definitive merger agreement with Siemens (Aa3 senior unsecured
rating - negative outlook) where Siemens will acquire all of the
outstanding shares of Dade Behring Holdings Inc. for $77.00/share
in cash.

The ratings of Dade Behring Inc. that were affirmed include:  
Corporate Family Rating, Ba1 and SGL-1.  These ratings were
withdrawn include Senior secured credit facility, Ba1 and
Probability of Default rating, Ba1.


DANA CORP: Wants EPA's Claim Nos. 13796 & 13321 Estimated
---------------------------------------------------------
The U.S. Environmental Protection Agency, the National Oceanic and
Atmospheric Administration of the U.S. Department of Commerce and
the U.S. Department of the Interior acting through the Fish and
Wildlife Service filed Claim No. 13796 asserting an unliquidated
amount against Dana Corp., and Claim No. 13321 asserting an
unliquidated amount against Debtor Brake Systems, Inc.  

The Claims asserts remediation costs and other liabilities,
pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, with regard to Superfund locations
associated in some way, over the course of more than 100 years,
with the Debtors and their predecessors, Corinne Ball, Esq., at
Jones Day, in New York, tells the Court.

The Government asserts:

  Amount            Liabilities
  ------            ---------------
  $65,000,000       Past and future costs for six locations

  $230,000,000      Past and future costs for the
                    Cornell-Dubilier Electronics Inc., Site in
                    South Plainfield, New Jersey

  $20,000,000
  to $37,000,000    Natural resource damages at the CDE Site

  $145,000,000      Penalties at the Muskegon, Michigan Site and
                    injunctive relief for the Antwerp, Ohio Site

Ms. Jones points out that among all general unsecured claims, the
Government's Claims comprise the largest disputed claims.  The
Debtors' Plan of Reorganization requires that the total amount of
allowed general unsecured claims in certain categories will not
exceed $3,250,000,000, Ms. Ball relates.  The Government's Claims
are within the group of General Unsecured Claims covered by the
Plan Cap.

Given the potential size of the Government's Claims, the Debtors
believe that it is critical to determine the allowed amount of
the Claims promptly to avoid undue delay in the administration of
their Chapter 11 cases and to enhance their ability to satisfy
the Plan Emergence Condition and emerge from Chapter 11 by their
stated goal of the end of 2007.

To that end, the Debtors have engaged in discussions with the
Government to seek a resolution of the Claims, Ms. Ball says.  
However, the parties have not made substantial progress in
reaching agreement on the amounts of the Claims.

Thus, the Debtors ask the Court to implement procedures for the
estimation of the Government's Claims for purposes of allowance,
treatment and distributions.  

Ms. Ball asserts that a bankruptcy court is authorized to use
"whatever method is best suited to the circumstances" so long as
the methods are consistent with the essential purposes of Section
502(c) of the Bankruptcy Code, which is to avoid unduly delaying
the administration of the case.

The Debtors anticipate that a hearing to consider confirmation of
their proposed Plan will be scheduled to be conducted in December
2007.  Assuming that the Plan is confirmed, the Debtors will seek
to satisfy the Plan Emergence Condition and other conditions to
the effective date of the Plan without delay.  Thus, the Debtors
propose an estimation process before the end of 2007.

In addition, the Debtors propose this estimation schedule:

   September 19, 2007 -- Hearing on the Estimation Motion and
                         initial scheduling conference on the
                         Claim Objection

   September 24, 2007 -- Parties to serve initial written
                         discovery requests

      October 2, 2007 -- Filing of Response to the Claim
                         Objection

      October 5, 2007 -- Parties to complete service of any
                         supplemental written discovery requests

     October 12, 2007 -- Parties to disclose proposed witnesses

     October 29, 2007 -- Parties to complete all written fact
                         discovery

     November 9, 2007 -- Parties to serve expert reports

    November 19, 2007 -- Parties to complete all depositions

    November 28, 2007 -- Parties to file and serve pre-hearing
                         memoranda

    November 30, 2007 -- Parties to exchange final witness
                         lists, copies of exhibits and
                         deposition designations

     December 3, 2007 -- Parties to serve and file pre-hearing
                         reply memoranda and any affidavits or
                         declarations

     December 3, 2007 -- Parties to submit a joint pre-trial
                         order, identifying the legal issues for
                         trial, each party's witnesses and
                         exhibits and any stipulated facts

  Early December 2007 -- Pre-trial conference to be conducted in
                         preparation for a final hearing

December 10-21, 2007 -- Parties to be available for a final
                         hearing on the Claim Objection and the
                         estimation of the Claims

Debtors propose that the additional procedures be implemented to
streamline the final estimation hearing:

  (a) To the fullest extent possible, each party should present
      its case-in-chief through written submissions, including
      affidavits or declarations of witnesses;

  (b) Live witnesses will be permitted at the Final Hearing, but
      will be limited to a set number of witnesses per party;

  (c) The parties will submit a Joint Pre-Trial Order at least a
      week before the Final Hearing to identify the issues to be
      addressed at the hearing, including any agreements as to
      the legal issues to be addressed and any relevant facts;

  (d) Each party should be limited to a set period of time for
      its presentation at the Final Hearing; and

  (e) Certain threshold legal issues may be presented to the
      Court for determination before the Final Hearing at the
      omnibus hearing scheduled on November 15, 2007, provided
      that any request for those threshold rulings is filed and
      served no later than October 24, 2007, any responses are
      filed no later than November 7, 2007, and any replies are
      filed no later than November 12, 2007.

          Debtors' Objections to Government's Claims

In another Court filing, the Debtors object to the Claims
because:

  * they are not supported by sufficient allegation or proof;

  * they are barred by applicable statutes of limitations;

  * they are barred by equitable principles, including, without
    limitation, the Government's spoliation of evidence, in the
    form of its failure to maintain and provide the Debtors with
    essential evidence to test and challenge the Claims;

  * they are barred by the fact that causation cannot be
    established, and that alternate causation is the source of
    some or all of the damages identified in the Claim;

* they are barred by the fact that other responsible parties
   should bear some or all of the "orphan shares" of the
   response costs and damages identified in the Claims;

* they seek amounts for projected remedial costs that are
   speculative and unsupported in nature and amount; and

* they seek damages based on improper remedies that are
   arbitrary, capricious or otherwise not in accordance with
   governing law.

The largest component of the liabilities alleged in the Claims
related to the CDE Site, Ms. Jones notes.  Although there is no
evidence or allegation that the Debtors caused or contributed to
any release of hazardous materials at the CDE Site, the
Government has asserted these substantial damages based on
improper and undetermined remedial action measures, with
speculative and unsupported costs and without any limitation on
the proposed damage claim to account for the actions of other
responsible parties, including the Government itself.

Ms. Ball relates that from 1904 to 1929, Dana Corp.'s
predecessor, Spicer Manufacturing Company, operated the CDE Site.  
Ms. Ball says that during that time, Dana neither used,
processed, or disposed of polychlorinated biphenyls or
trichloroethene, hazardous chemicals that have driven the
Government's cleanup actions at the CDE Site.

>From 1936 to 1956, the CDE Site was leased to Cornell-Dubilier
Electronics, Inc.  CDE continued to operate the Site until the
early 1960s when it was sold to the present owner, D.S.C. Newark,
Inc.  During part of the period when CDE leased the Site from
Dana Corp., the U.S. Defense Department actively utilized the
Site for manufacturing activities in support of the Government's
efforts in World War II, Ms. Ball further relates.

Ms. Ball points out that the Government does not assert that Dana
has any liability for actually operating the facility at the CDE
Site, or for arranging for disposal of hazardous substances at
the CDE Site, nor does the Government allege that Dana's own
actions contributed to the disposal or release of hazardous
substances at the CDE Site.

The Government, moreover, fails entirely to mention the current
owner of the site, DSC, or the Government's own role at the site
through the activities of the Defense Department, Ms. Ball adds.

Given the absence of any allegation or evidence showing that Dana
itself used or disposed of any hazardous substances at the CDE
Site and the countervailing evidence indicating that, to the
extent that there was any contamination that occurred while Dana
owned the site, CDE and the Defense Department itself caused the
contamination, joint and several liability cannot be imposed on
Dana, Ms. Ball argues.

Instead, there is a reasonable basis for apportioning the
contamination at the site to the parties that are actually
responsible for contributing to such contamination.

Under the terms of Comprehensive Environmental Response,
Compensation and Liability Act of 1980, even where a party might,
in theory, be subject to joint and several liability, a court may
"allocate response costs among liable parties using such
equitable factors as the court determines are appropriate."

Ms. Ball asserts that because the Debtors did not dispose of
hazardous substances when they were the owner of a portion of the
CDE Site, and did not direct or control, or have knowledge of the
release by, any other parties, principles of equity dictate that
the Debtors should not be allocated any material liability for
cleanup of the CDE Site.

Accordingly, the Debtors ask the Court to disallow the Claims.

             EPA Wants Response Deadline Extended

The U.S. Department of Justice, through its counsel Russell M.
Yankwitt, Esq., asked Judge Lifland to extend the response
deadline to the Debtors' estimation request until September 28,
2007.  The Justice Department also asked for an adjournment of
the September 19 Hearing.

Mr. Yankwitt said that estimation of the claims will require the
determination of factually complex non-bankruptcy issues in the
context of the Federal agencies claims.  Mr. Yankwitt adds that
the Government is legally obligated to move to withdraw the
reference, and would file the motion as promptly as possible to
minimize any disruption of the bankruptcy proceeding, and the
matter would then moot the Estimation Motion.  

Mr. Yankwitt adds that the extension will allow the different
Federal agencies to coordinate with each other.

                          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.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.  (Dana Corporation Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000).


DANA CORP: Inks Settlement Pact with Retiree Committee on Benefits
------------------------------------------------------------------
Stahl Cowen Crowley LLC, of Chicago, Illinois, counsel to the
Chapter 11 Dana Retiree Committee, disclosed that Dana
Corporation, Inc. has entered into a settlement agreement with the
Dana Retiree committee over the retiree's rights to benefits.

Dana Corp. and its debtor-affiliates had sought approval of the
U.S. Bankruptcy Court the Southern District of New York to
terminate all of its retirees' rights to health benefits.

In May 2007, Judge Lifland approved the stipulation between the
Debtors and the Official Committee of Non-Union Retirees.  

The stipulation provided, among other things, for the termination
of the non-union pension benefits effective as of July 1, 2007, in
consideration for the payment of $78,800,000 to fund a Voluntary
Employees' Benefit Association trust for the Non-Union Retirees.

As a result of the settlement Stahl Cowen Crowley negotiated on
behalf of Dana's non-union retirees, Dana will:

    (1) pay for retiree benefits for non-union retirees through
        July 1, 2007;

    (2) contribute $78 million dollars to fund a trust be used for
        providing retiree benefits

    (3) pay for the cost of setting up the trust; and

    (4) work with the Retiree Committee to explore offering life
        insurance conversions (with the cost being paid by any
        retiree seeking conversion) when and if the underlying
        policies allow for conversions.

The Retiree Committee will, through the trust, create new health
insurance plans for the retirees to move into, with the trust
funds to be used to pay for a portion of the premiums of such
plans through the remainder of the retirees' lives.

Stahl Cowen Crowley, led by Jon Cohen, Esq. and Trent Cornell,
Esq., was selected to serve as counsel for the Non-Union Retiree
Committee of Dana and 40 of its subsidiaries in September 2006.  

Mr. Cohen and Mr. Cornell previously served as lead counsel to the
retiree committees in FV Steel, Inc. (Keystone) and Intermet, Inc.
and their debtor affiliates.  Stahl Cowen Crowley has extensive
experience representing Chapter 11 retiree committees, having
represented more Chapter 11 retiree committees than any other firm
in the country.

For further information about this matter please contact Jon
Cohen or Trent Cornell at (312) 641-0060.

                       About Stahl Cowen

Stahl Cowen Crowley LLC is a Chicago-based law firm focused on
serving the needs of business enterprises in today's dynamic
marketplace.  The firm provides sophisticated, yet cost effective
legal counsel to organizations ranging from the entrepreneurial to
large, publicly traded corporations and municipalities.  Practice
areas include Bankruptcy & Restructuring, Corporate, Mergers &
Acquisitions, Litigation, Local Government, Real Estate and Trusts
& Estates.

                          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.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.  (Dana Corporation Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or    
215/945-7000).


DELPHI CORP: Wants Court to Approve MDL Settlements
---------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve their MDL
Settlements with:

  * the Lead Plaintiffs -- class action lawsuit lead plaintiffs
    who purchased or acquired publicly-traded Delphi securities
    during the period March 7, 2000, through March 3, 2005;

  * the ERISA Plaintiffs -- plaintiffs in class action lawsuits
    brought under the Employee Retirement Income Security Act,
    who participated in the Debtors' defined contribution
    employee benefit pension plans and invested in Delphi common
    stock; and

  * certain insured officers and directors, and certain of the
    Debtors' insurance carriers.

The Debtors further ask the Bankruptcy Court to:

  (a) certify the Securities Class and the ERISA Class for
      purposes of settlement, and grant the class
      representatives certain allowed class claims and interests
      under Rules 9014(c) and 7023 of the Federal Rules of
      Bankruptcy Procedure and Rule 23 of the Federal Rules of
      Civil Procedure;

  (b) authorize and direct the Class Representatives to vote in
      favor of the Joint Plan of Reorganization on behalf of
      their class members;

  (c) deem the insurance policies covered by the MDL Insurance
      Settlement fully exhausted and forever discharged;

  (d) lift the automatic stay with respect to certain documents
      the Debtors provided to the Lead Plaintiffs; and

  (e) subject to the U.S. Department of Labor's right to file an
      objection, expunge DOL's claim concerning an investigation
      of potential ERISA violations, and bar the DOL from
      instituting or maintaining claims against any of the
      Debtor's current and former officers and directors related
      to the allegations in the ERISA Actions.

In connection with the MDL Settlements, the Debtors have decided
to release affirmative claims against their current and former
officers, fellow defendants in the Securities Actions, and
General Motors Corporation, which claims relate to alleged
violations of the federal securities laws from March 7, 2000,
through March 3, 2005.  The Debtors' release will facilitate a
final resolution of the Multidistrict Litigation and related
derivative actions in the state courts, particularly as it
relates to the Insurers' contribution of insurance proceeds as
part of the Settlements, John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois, relates.

As previously reported, the MDL Settlements contain these
provisions:

  -- The Lead Plaintiffs will be granted an allowed claim for
     $204,000,000, without further provision for accrued
     interest;

  -- The ERISA Plaintiffs will be granted an allowed interest
     aggregating $24,500,000, without further provision for
     accrued interest; and

  -- The Allowed Claims will be satisfied in the same form and
     ratio as the consideration distributed to general unsecured
     creditors under the any confirmed plan of reorganization,
     and will be treated in the same manner as general unsecured
     creditors under that plan.

The stipulations do not contain any deadlines or termination
rights with respect to the timing of the confirmation or
consummation of a reorganization plan, Mr. Butler notes.

The MDL Settlements also provide for the payment of additional
consideration to the Lead Plaintiffs, including a payment of
$88,600,000 by the Insurers on behalf of certain current and
former insured Delphi officers and directors, a payment of
$1,500,000 by the Securities Defendants, and a portion of the
remainder of any insurance proceeds available under a certain
insurance policy after payment of certain defense costs.

In addition, the MDL Settlements provide for the payment of
additional consideration to the ERISA Plaintiffs, including a
payment of $22,500,000 by the Insurers on behalf of certain
current and former insured Delphi officers and directors and a
portion of the remainder of any insurance proceeds available
under a certain insurance policy after payment of certain defense
costs.

In exchange for the consideration provided under the MDL
Settlements, the Lead Plaintiffs, the ERISA Plaintiffs, the
Securities Defendants, certain current and former officers and
directors of Delphi, and the Insurers agree to release their
claims against Delphi related to the allegations in the MDL.  
Delphi will likewise release its MDL-related claims against those
parties.

The MDL Settlements are the product of arm's-length bargaining
among the parties, Mr. Butler avers.  He points out that the
Settlements will save the Debtors the costs of further
litigation, as well as prevent unduly delay to the resolution of
the Chapter 11 cases.

                          About Delphi

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
The Court has set a hearing on October 3 to consider the adequacy
of the Disclosure Statement.

(Delphi Bankruptcy News, Issue No. 84 Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Inks Asset Sale Agreement with TRW Automotive
----------------------------------------------------------
Delphi Corporation, through certain of its affiliates, has entered
into an asset sale and purchase agreement with a subsidiary of TRW
Automotive Holdings Corp. for the sale of a portion of its North
American brake component machining and assembly assets, company
officials disclosed.  As required under the Bankruptcy Code,
Delphi filed a motion with the U.S. Bankruptcy Court for the
Southern District of New York requesting a hearing on Sept. 27,
2007, to approve bidding procedures.

Following the completion of the bidding procedure process,
including a potential competitive auction, a final sale hearing is
anticipated to take place during the fourth quarter of 2007.  The
final sale of the assets is subject to the approval of the U.S.
Bankruptcy Court, and must meet the satisfaction of specified
closing conditions.

As outlined in the court filing, the proposed transaction between
Delphi and TRW contemplates:

   -- The sale of various brake component machining and
      assembly equipment from operations in Saginaw, Michigan,
      Springhill, Tennessee, and Oshawa, Canada.

   -- The sale of productive inventory.

   -- A five year lease (with an opportunity to extend) on a
      portion of Delphi's brake manufacturing facility in
      Saginaw, Michigan.
    
To the extent set forth in the agreement, TRW will also commence
employment of the active hourly employees at the lease site.

Delphi will carefully manage the sale of the assets in
coordination with customers, employees, unions and other
stakeholders.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
The Court has set a hearing on October 3 to consider the adequacy
of the Disclosure Statement.


DEPOMED INC: Reduces Staff by One-Fourth to Conserve Cash
---------------------------------------------------------
Depomed Inc. disclosed a reduction in its work force affecting
approximately one-fourth of its staff.

Carl Pelzel, Depomed's president and chief executive officer,
commented, "This reduction was difficult because it affects so
many of our loyal, talented and hardworking employees.  However,
it was necessary in order to conserve cash and align our work
force to our needs in light of the disappointing results of our
Phase 3 study in postherpetic neuralgia.  The reduction in force
is in addition to other ongoing cost-cutting initiatives."

In connection with the reduction in force, the company currently
expects to incur expenses associated with one-time termination
benefits of between $625,000 and $725,000 in the third quarter of
2007.

                        About Depomed Inc.

Depomed Inc. (NasdaqGM: DEPO) -- http://www.depomedinc.com/-- is
a specialty pharmaceutical company with two approved products on
the market and multiple product candidates in its pipeline.  The
company utilizes its proven, proprietary AcuForm(TM) drug delivery
technology to improve existing oral medications, allowing for
extended, controlled release of medications to the upper
gastrointestinal tract.

Depomed Inc.'s June 30, 2007 consolidated balance sheet showed
$45.8 million in total assets, $71 million in total liabilities,
resulting in a $25.2 million total stockholders' deficit.


DOUGLAS SPORTING: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Douglas Sporting Goods Company, Inc.
        128 Brick Street
        Princeton, WV 24740

Bankruptcy Case No.: 07-10147

Type of business: The Debtor markets sporting goods.  See
                  http://www.douglassportinggoods.com/

Chapter 11 Petition Date: September 17, 2007

Court: Southern District of West Virginia (Bluefield)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

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
   ------                      ---------------       ------------
Mercury Marine                 Accrued Interest           $16,213
P.O. Box 96964
Chicago, IL 60693

Coast R.V.                                                $15,428
175 Greenfield Road
Lancaster, PA 17601

Yamaha Motors                  Parts                      $15,375
G.E. Commercial Distribution
Finance Corporation
Chicago, IL 60675-6995

Chase/Cardmember Services      Credit Card                $12,340

Pitman Creek                                               $8,847

City of Princeton              B.&O. Taxes                 $6,000

Borders Summit Market                                      $5,955

Tennesse Trailers                                          $5,860

Forest River                   Accrued Interest            $5,664

First Equity Card              Credit Card                 $5,486

Interstate Batteries           Inventory                   $5,025

Trespass                                                   $4,576

WVVA-TV                        Advertising                 $4,380

Camfour                                                    $4,016

Advanta                        Credit Card                 $3,926

B.R.P. U.S.                                                $3,778

Stearns                                                    $3,198

Rawlings                                                   $2,289

St. Croix                                                  $2,208

Friendly Leasing and                                       $2,025
Development


EFOODSAFETY.COM INC: Posts $897,944 Net Loss in Qtr. Ended July 31
------------------------------------------------------------------
eFoodSafety.com Inc. incurred a net loss of $897,944 in the three
months ended July 31, 2007, a decrease from the $1.5 million net
loss reported in the same period ended July 31, 2006, mainly due
to lower operating expenses.  

Revenues fell to $321,474 from $500,979.  This temporary decrease
resulted when the company switched in 2007 from being a
distributor of Cinnergen to being a manufacturer.  Total expenses
decreased to $1.1 million from $2.0 million.  This was mainly due
to a decrease in sales and marketing expense due to the ceasing of
payments made to Nutralab in 2006.

At July 31, 2007, the company's consolidated balance sheet showed
$4.0 million in total assets, $68,488 in total liabilities, and
$3.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2374

                       Going Concern Doubt

Gruber & Company LLC, in Lake St. Louis, Mo., expressed
substantial doubt about eFoodSafety.com Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements as of the year ended April 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations.

                    About eFoodSafety.com Inc.

Headquartered in Scottsdale, Ariz., eFoodSafety.com Inc. (OTC BB:
EFSF.OB) -- http://www.efoodsafety.com/-- is a publicly traded  
fully-reporting company dedicated to improving health conditions
around the world through its innovative technologies.  The
company's Knock-Out Technologies Ltd. subsidiary has developed an
environmentally safe sporicidal product formulated entirely of
food-grade components that eradicates anthrax and a germicidal
product, Big 6 Plus that kills six major bacteria: E-coli,
Listeria, Pseudomonas, Salmonella, Staphylococcus, and
Streptococcus, Avian Influenza and Black Mold.  The sporicidal
product has completed its final efficacy laboratory study
requisite for EPA registration.

The company's MedElite Inc. subsidiary distributes clinically
proven products to physicians who then prescribe the products for
their patients.  The company manufactures Cinnergen(TM), a non-
prescription liquid whole food nutritional supplement that
promotes healthy glucose metabolism and is the owner of
PurEffect(TM), a 4-step anti-acne formula.


EMDEON BUSINESS: Improved Leverage Cues S&P to Revise Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville, Tennessee-based Emdeon Business Services to stable from
negative, following improved leverage levels.  Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.
     
"The rating on EBS reflects the company's narrow business profile,
geared toward a still evolving market, a limited track record as a
separate company, and still high leverage," said Standard & Poor's
credit analyst David Tsui.  "These factors are offset partially by
barriers to entry, a diversified customer base, a recurring
revenue stream, and a market with good growth potential."
     
EBS provides a default claims processing network that connects
health care payers, such as insurance companies, with health care
providers, such as physicians and hospitals.  EBS also offers a
software solution and services system that focuses on the life
cycle of a medical claim, from eligibility verification at the
point of service, to claims transmission to the payer, to
remittance and explanation of benefits.  EBS' software and
services help cut the costs of claims management, billing, and
payment reimbursements.
     
EBS has lowered its leverage since its LBO in November 2006.
Operating lease-adjusted debt to EBITDA is 5.3x, down from 5.9x
immediately following the LBO, based on decreased operating lease-
adjusted debt of $906 million.  S&P expect to see moderate debt
paydown over the near term.


FIDELITY NATIONAL: Completes $1.8 Billion EFD/eFunds Acquisition
----------------------------------------------------------------
Fidelity National Information Services Inc. has completed the
acquisition of EFD/eFunds Corporation.  Under the terms of the
merger agreement, Fidelity National acquired all of the
outstanding shares of EFD common stock for about $1.8 billion in
cash, or $36.50 per share.

William P. Foley, II, executive chairman of FIS, stated, "eFunds
is an excellent fit for our company, and further strengthens our
competitive positions in electronic processing and risk management
services.  Fidelity and EFD customers will benefit from a more
comprehensive product offering and strong industry expertise."

"eFunds' products and services complement our existing businesses,
and provide FIS with greater scale, product capability and
expanded geographic reach," added Lee A. Kennedy, president and
chief executive officer for Fidelity National.  "We look forward
to working with the EFD team to deliver high quality and
innovative solutions to our customers."

Fidelity National expects to realize approximately $65 million in
annual cost savings.  The transaction is expected to be neutral to
2007 cash earnings per diluted share and accretive to 2008 cash
earnings per diluted share, including synergies.

Within approximately one week, letters of transmittal and
additional instructions regarding the process for exchanging
shares for cash consideration of $36.50 per share will be mailed
to EFD shareholders of record as of today's closing date.

                     About Fidelity National

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/-- provides  
core processing for financial institutions; card issuer and
transaction processing services; mortgage loan processing and
mortgage related information products; and outsourcing services to
financial institutions, retailers, mortgage lenders and real
estate professionals.  FIS has processing and technology
relationships with 35 of the top 50 global banks, including nine
of the top ten.  Nearly 50% of all US residential mortgages are
processed using FIS software.  FIS maintains a strong global
presence, serving over 7,800 financial institutions in more than
60 countries worldwide, including Brazil.


FIDELITY NATIONAL: Fitch Cuts Issuer Default Rating to BB
---------------------------------------------------------
Fitch Ratings, in response to Fidelity National Information
Services $1.8 billion acquisition of eFunds Corp. and the
associated debt financing, has resolved the Rating Watch Negative
status on FIS by taking these ratings actions:

  -- Issuer Default Rating downgraded to 'BB' from 'BB+';

  -- $900 million secured revolving credit facility assigned a
     rating of 'BB+';

  -- Secured term loans, consisting of a $2.1 billion term loan A
     and a $1.6 billion term loan B, assigned a rating of 'BB+';

  -- 4.75% senior notes (equally and ratably secured with the
     new bank facility) affirmed at 'BB+'.

Fitch also withdraws this rating:

  -- Senior unsecured credit facility 'BB+'.

The Rating Outlook is Stable.  Pro Forma for the close of the EFD
acquisition, approximately $4.8 billion in debt is affected by
Fitch's actions, including the credit facility.

The IDR downgrade reflects higher leverage pro forma for the
mostly debt-financed EFD acquisition as well as the resulting
integration risk and relative lower financial flexibility.

FIS announced its agreement to acquire EFD on June 27, 2007 for
$1.8 billion in cash consideration.  For LTM ending June 30, 2007,
EFD generated $553 million in revenue and $135 million in EBITDA.  
FIS utilized a new $1.6 billion secured term loan to finance the
majority of the acquisition in addition to approximately $200
million of available cash.  In conjunction with this new secured
term loan, FIS' existing RCF and term loan A agreement were
amended to be equally secured.  

In addition, the indenture governing the 4.75% senior unsecured
notes due 2008, which were originally issued by Certegy Inc.,
requires FIS to equally and ratably secure these notes with the
secured bank debt.  FIS closed its acquisition of EFD on September
12, 2007.

The ratings and Outlook reflect these considerations:

  -- FIS generates a significant portion of its revenue from
     long-term contracts with a majority of revenues recurring
     in nature;

  -- FIS offers a well diversified product portfolio serving
     several market segments, including small regional
     financial institutions, retailers as well as mortgage
     lenders, in addition to having counter cyclical revenue
     streams;

  -- FIS serves a diverse customer base of over 7,800 financial
     institutions generating slightly more than 10% of its
     revenue from outside the US;

  -- FIS has historically been highly acquisitive which Fitch
     expects to continue going forward; and

  -- FIS competes in a highly fragmented and highly competitive
     market with modest pricing pressure that can negatively
     impact profitability.

Fitch also considers these issues related to the acquisition of
EFunds:

  -- Fitch expects leverage pro forma for the acquisition to
     increase to approximately 3.5 times from 2.4x as of June
     2007;

  -- EFD offers a complimentary product portfolio and customer
     base and the combined company will have significant cross
     selling opportunities;

  -- Fitch expects FIS to be able to generate modest cost
     synergies from the consolidation of EFD's operations; and

  -- There is modest integration risk and customer retention
     risk associated with the acquisition.

While recognizing the inherent integration risk associated with
the EFD transaction, Fitch expects that future free cash flow
would be used by FIS to reduce leverage to 3x or below which could
lead to positive rating actions. However, Fitch does not expect
leverage to fall materially below 3x due to the highly acquisitive
nature of the company and the potential for the use of FCF for
shareholder friendly actions, the combination of which limits
potential upside to the rating and creates on-going event risk to
the credit.

Liquidity, pro forma for the acquisitions, is expected to be
adequate with approximately $200 million of cash, a $900 million
secured revolving credit facility maturing 2012, with
approximately $400 million of availability, and solid annual free
cash flow.

Total debt, pro forma for the acquisition, is expected to be
approximately $4.6 billion consisting primarily of $500 million
drawn on the secured RCF, $2.1 billion in a secured term loan A
maturing 2012, $1.6 billion in a secured term loan B maturing in
2014, and $200 million in unsecured notes maturing 2008.


FIDELITY NATIONAL: S&P Lowers Rating to BB and Removes Watch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jacksonville, Florida-based Fidelity National
Information Services Inc. to 'BB' from 'BB+' and removed the
rating from CreditWatch where it was placed on June 27, 2007, with
negative implications.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its loan and recovery
ratings to the company's $1.6 billion term loan B.  The loan is
rated 'BB+', with a recovery rating of '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a
payment default. Proceeds from the term loan will be used to fund
FIS's $1.8 billion purchase of eFunds.
     
Additionally, S&P affirmed the 'BB+' rating on Fidelity National
Information Services' $200 million notes due 2008, which became
secured at the close of the transaction and rank parri passu with
the bank debt.  This rating was removed from CreditWatch, along
with the corporate credit rating.  S&P also assigned a '2'
recovery rating to this debt.
     
"The downgrade reflects the company's more aggressive financial
profile following the eFunds acquisition," said Standard & Poor's
credit analyst Phil Schrank.  Pro forma debt to EBITDA will rise
to the mid-3x area from the current level of less than 3x.  
"Rating support is provided by a stable recurring revenue base,
good cash flow generation, and the opportunity to realize both
product and cost synergies over time."  The acquisition of eFunds
provides FIS with greater scale, extends its presence in the U.S.
and international banking markets, and expands the distribution
channel for its core processing and risk analytic services.  In
addition, FIS expects to realize significant cost savings of
approximately $65 million per year.


FIRST DATA: Fitch Lowers Issuer Default Rating to B+ from BBB
-------------------------------------------------------------
Upon conclusion of its review of First Data Corp.'s new capital
structure for the expected close of its leveraged buy-out
transaction with Kohlberg Kravis Roberts & Co.'s, Fitch Ratings
has taken these rating actions on FDC:

  -- Long-term Issuer Default Rating downgraded to 'B+' from
     'BBB' and removed from Rating Watch Negative;

  -- $2 billion senior secured revolving credit facility due
     2013 rated 'BB/RR2';

  -- $13 billion senior secured term loan B due 2014 rated
     'BB/RR2'.

Fitch has also affirmed, removed from Rating Watch Negative and
subsequently withdrawn FDC's 'BBB' senior unsecured debt rating as
it is expected that these notes will be fully tendered upon close.  
Fitch has also affirmed and withdrawn FDC's 'F3' short-term IDR
and commercial paper ratings.  The Rating Outlook is Stable.

The new 'B+' IDR and Stable Outlook reflect these considerations:

  -- FDC's substantially higher leverage and debt service
     requirements following the completion of the leveraged
     buyout with Fitch-estimated proforma leverage of  
     approximately 9 times (total debt to operating EBITDA) and
     interest coverage (Operating EBITDA/total interest)
     slightly above 1x (cash interest coverage expected to be
     approximately 1.5x) with minimal free cash flow;

  -- Fitch believes the high profitability, stability, and cash
     flow generation ability of FDC's business in various
     economic cycles should enable the company to service its
     significant pro forma debt.

  -- FDC's sufficient liquidity position with limited term loan
     amortization and no debt maturities until 2013;

  -- Fitch expects that future FCF will be used to reduce debt
     although this may have no immediate effect on leverage due
     to approximately 15% of total debt financing consisting of
     PIK notes;

  -- Fitch believes that FDC has opportunity to expand its
     profitability margin through planned cost reductions,
     which along with significant revenue growth opportunities
     internationally, should enable the company to increase
     EBITDA and free cash flow leading to reduced leverage over
     the next several years.

Rating strengths include:

  -- A stable business model with low correlation to economic
     cycles as revenue is generally driven by the increasing
     volume of electronic payments rather than the dollar
     volume of overall consumer transactions;

  -- A significant portion of revenue from long-term customer
     contracts with a high percentage of recurring revenue
     partially mitigates the risk of significant credit
     erosion;

  -- Strong customer diversification with the largest customer
     in 2006 representing less than 3% of total revenue; and

  -- Leading market share across its business units with a
     significant competitive advantage in scale and scope of
     operations.

Rating concerns include:

  -- Limited financial flexibility due to an aggressive capital
     structure;

  -- Reduced ability to invest, particularly through
     acquisitions, in further international expansion as well
     as new payment technologies which Fitch believes pose a
     longer-term competitive threat;

  -- The potential for continued and increased pricing pressure
     in FDC's financial institutions segment which, due
     primarily to customer consolidation, faces on-going
     competition from customers choosing to in-source
     processing

  -- Inherent execution risks in FDC's plans to consolidate
     payment processing platforms and data centers; and

  -- A transition risk in bringing in a new outside CEO,
     Michael Capellas, post transaction close, who's management
     team will have to execute quickly and accurately given the
     company's limited financial flexibility.

Fitch may further downgrade FDC if:

  -- FDC management does not execute on its data center
     consolidation plans and/or fails to improve the
      profitability of the company near-term via cost cuts;

  -- There is a further increase in leverage beyond 2008 driven
     by incremental PIK interest exceeding debt redemption due
     to either a shortfall in FCF or alternative use of funds,
     such as for acquisitions.

Conversely, Fitch may consider positive rating actions if FDC:

  -- Utilizes proceeds from potential asset sales or
     divestitures to redeem debt; or

  -- Executes on projected cost savings on time which should
     drive increased FCF to fund further debt reduction.

Liquidity proforma for the close of the transaction is expected to
be adequate with approximately $500 million in cash and
$1.8 billion available under a $2 billion senior secured credit
facility maturing in 2013.  Fitch expects FDC to generate minimal
free cash flow in the first year following the close of the
transaction.

Debt proforma for the close of the transaction is expected to be
approximately $23 billion consisting of a $13 billion senior
secured term loan B due 2014; $6.5 billion drawn on a senior
unsecured 12-month bridge facility expiring approximately
September 2008; $2.5 billion drawn on a senior subordinated 12-
month bridge facility expiring approximately September 2008; and
$1 billion of senior unsecured PIK notes due 2016 issued at a
holding company and structurally subordinated to all other
existing debt.  

FDC has bank commitments in place that require the bridge
facilities to either be replaced or converted into equivalent 8
year notes.  Approximately $2.75 billion of the senior unsecured
debt is expected to be PIK notes including an equivalent portion
under the senior unsecured bridge facility.  Fitch expects to rate
and assign recovery ratings to each of these debt instruments once
further clarity is provided regarding the timing of issuance.

The senior secured debt facility is secured by FDC's equity
ownership in all material wholly-owned subsidiaries (limited, in
the case of foreign subsidiaries, to 66% of the voting stock of
such subsidiaries) and substantially all present and future
tangible and intangible assets of FDC.  In addition, beginning at
the end of 2008, the bank facility carries a limitation on senior
secured debt of 7.25x EBITDA which declines to 6x through 2013.  
There are also limitations on dividends, sale of assets and other
customary covenants.

The 'RR2' Recovery Rating for FDC's bank facility reflects Fitch's
recovery expectations under a distressed scenario, as well as
Fitch's expectation that the enterprise value of FDC, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario rather than a liquidation scenario.  

In deriving a distressed enterprise value, Fitch applies a 5%
discount to FDC's estimated operating EBITDA of approximately $2.4
billion for the LTM ended June 30, 2007 which is equivalent to
Fitch's estimate of total interest expense, maintenance capital
spending and rent expense for FDC.  Fitch then applies a 6x
distressed EBITDA multiple, which considers FDC's current multiple
and that a stress event would likely lead to multiple contraction.  

As is standard with Fitch's recovery analysis, the revolver is
fully drawn and cash balances fully depleted to reflect a stress
event.  The 'RR2' Recovery Rating for FDC's secured bank facility
reflects Fitch's belief that 71%-90% recovery is realistic.


FIRST DATA: Moody's Puts Corporate Family Rating at B2
------------------------------------------------------
Moody's Investors Service assigned to First Data Corporation a B2
Corporate Family Rating and Ba3 rating to senior secured credit
facilities related to its acquisition by Kohlberg, Kravis, Roberts
& Co.  The company's existing senior unsecured notes remain on
review for downgrade, pending the acquisition's closing.  The
company is tendering these notes.  The rating outlook for the new
ratings is stable.  The ratings are subject to Moody's review of
final documentation.

The total transaction value is about $29 billion, including
$13 billion Term Loan B (44.6% of total LBO financing sources),
committed bridge financing for $9 billion debt instruments,
$1 billion Holdings senior PIK notes (3.4%), and $6.4 billion
common equity contributed by equity sponsor KKR (21.7%).

The B2 Corporate Family Rating is constrained by considerable
financial leverage pro forma for the buyout and reflects an
expectation that credit metrics, including free cash flow to debt,
will remain weak for at least eighteen months following the
transaction's close.  The main factors that help mitigate the high
leverage, and support the B2 corporate family rating, are FDC's
large size, service breadth, liquidity, and leading market
positions in the steadily growing markets of electronic commerce
and payment solutions for financial institutions, merchants, and
other organizations worldwide.

The company, pro forma for the anticipated financial leverage of
the buyout, is weakly positioned in the B2 corporate family rating
category because of its high debt burden, including free cash flow
to debt of less than 1% and EBITDA less capital expenditures
interest coverage of about 1.1x (including PIK interest) during
the twelve months that follow the acquisition's close.  The rating
assumes that FDC's initiatives are underway to improve its cost
structure and exit its official check and money order processing
business (Integrated Payment Systems, IPS).  The cost savings
initiatives include efforts to reduce corporate overhead spending,
streamline business unit costs, consolidate data and command
centers, and capitalize on global labor sourcing opportunities.  
These initiatives are expected to generate $150 million of near-
term savings by the end of 2008 and substantially more cost
savings over time.

In terms of liquidity, the company is expected to have near full
availability on its $2 billion senior secured revolver at closing
and will have over $500 million of available cash on hand. The
senior secured credit facilities have a debt to EBITDA financial
maintenance covenant, which Moody's views as providing a
substantial cushion, set at a ratio of 7.25x senior debt to
EBITDA, to be first tested on a quarterly basis for the fourth
quarter of 2008.  This test ratio then steps down by 0.25x each
year thereafter to 6x at December 2013.  The company is expected
to generate at least modest free cash flow by the end of 2008.
The Ba3 rating on the company's $15 billion senior secured credit
facilities ($2 billion revolver and $13 billion term loan), two
notches above the Corporate Family Rating, reflects a loss given
default of LGD 2 (27%).  The credit facility is secured by a first
lien pledge of substantially all of the domestic assets of the
guarantor subsidiaries.

The stable rating outlook reflects Moody's expectation that the
company will achieve moderate organic revenue growth and EBITDA
improvement over the next 12-18 months.  Cash flow, financial
leverage, and interest coverage are expected to remain weak for
the rating category during this period.  Given the weak pro forma
credit metrics, a moderate decline in profitability could put
downward pressure on the ratings.  Downward ratings pressure could
also occur were Moody's to expect the company's free cash flow to
be negative on a sustained twelve month basis.  Weak credit
metrics make an upgrade unlikely in the near term.  Over the
intermediate term, the ratings could be upgraded were FDC to
achieve favorable revenue and profit growth, debt reduction, and
free cash flow to debt were to be sustained in the mid single
digits or higher.

These ratings are assigned:

-- Corporate Family Rating - B2

-- $2 billion senior secured revolving credit facility
    (expires 2013) - Ba3, LGD2 (27%)

-- $13 billion senior secured Term Loan B (due 2014) - Ba3,
    LGD2 (27%)

Based in Greenwood Village, Colorado, First Data Corporation is a
global leader in electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide.


FORD MOTOR: Suitors Move to Round 2 of Jaguar & Land Rover Sale
---------------------------------------------------------------
Tata Motors Ltd., Mahindra & Mahindra and One Equity Partners, led
by former Ford CEO Jacques Nasser, have advanced into the second
round of Ford Motor Company's auction process for its Jaguar and
Land Rover marques, Michael Strong and Abigail Roberts write for
the Financial Times, quoting sources familiar with the matter.

Concurrently, the same sources said Texas Pacific Group and
Hyundai are also believed to have moved to the next step in the
sale process, FT states.

The sale of the two luxury brands is expected to add about US$1.5
billion to US$2 billion to Ford's coffers.  Ford is scrambling to
beef up its finances in order to fund a potential Voluntary
Employment Benefits Association, as well as its ongoing
restructuring plans, FT relates.

Meanwhile, the head of Ford’s European operations has revealed
it's too soon to say if the car maker would keep a stake in either
Jaguar or Land Rover, Breaking News.ie reports.

"We're selling the business because we need the money and we need
the focus," said Lewis Booth, executive vice president of Ford's
European units.  "We're not going out with the intention of
keeping an equity stake."

Ford expects to finalize a deal for the sale of Jaguar and Land
Rover by December or the early stages of Fiscal Year 2008, Mr.
Booth said, Breaking News.ie notes.  He added that Ford expects to
conclude its strategic review of Volvo for a potential sale by the
end of this year.

                    About Ford Motor Co.

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

The company has operations in Japan in the Asia Pacific region.  
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

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

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

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

In June 2007, S&P raised the Issue Rating on Ford's senior secured
credit facilities to B+ from B.


FORD MOTORS: GM Nears Deal With UAW on Healthcare Trust Fund
------------------------------------------------------------
General Motors Corp. and the United Auto Workers union are
steadily closing the gap between their differences over GM’s
proposal to transfer about $55 billion in future health care
liabilities to a union-managed fund, known as a Voluntary
Employees’ Beneficiary Association, The Financial Times reports,
citing sources familiar with the negotiations.  

Both parties are expected to sign a final contract soon.

GM, along with Ford Motor Company and Chrysler LLC, and the UAW
have been hammering out vital points concerning the biggest issue
in its contract negotiations –- the creation of a multibillion-
dollar, union-controlled health care trust fund, Jeffrey Mccracken
writes for the Wall Street Journal, citing people familiar with
the matter.

According to the report, sources close to the matter claim that
the parties involved have largely come to agreement on issues such
as health care inflation and actuarial figures about the 721,000
active workers, retirees and spouses covered by the auto makers.

Detroit's "big three" automakers are believed to be pushing to
finance the health care fund at no more than 70 cents on the
dollar, which would create a trust fund in excess of $60 billion,
making it one of the largest investment funds in the country, WSJ
states.  The trust fund is expected to cut about $95 billion from
the car makers' retiree costs.

However, a huge gap remains between funding proposed by the auto
makers and the level discussed by the UAW, described as "still
well into the several-billion-dollars range" by a person familiar
with the talks, although the two have narrowed the gap over the
past week, WSJ relates.  The UAW is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms.

The UAW is extending GM's contract on an hour-to-hour basis while
granting an indefinite extension to the other two Detroit
carmakers, Ford Motor Company and Chrysler LLC, pending the
outcome of talks with GM.  The UAW may use the GM settlement to
extract "pattern" concessions from the other two, Bernard Simon
writes for FT.

GM representatives said five GM plants in the United States were
operating on Saturday while more than 70 union-represented
facilities resumed production on Monday, Reuters relates.  The UAW
had initially threatened to call a strike against GM, before
agreeing to the hourly extension.  UAW's last major strike against
GM was in 1998, when a 59-day walkout at two GM parts plants
caused shortages that eventually shut down almost all of the
automaker's assembly plants and caused sales to plunge, Reuters
states.

While the contract negotiations continue, the UAW has helped GM,
Ford and Chrysler in their respective turnaround efforts by
reducing the number of workers eligible for "jobs bank" programs
through buyout programs that have cut over 55,000 factory jobs,
Reuters reports, quoting UAW president Ron Gettelfinger.

Under the jobs bank provision, workers get paid nearly their full
salaries if they are laid off.  As part of the jobs bank, workers
can do volunteer community work or go to school or just report to
the plant, Jui Chakravorty writes for Reuters.

UAW President Ron Gettelfinger had said that the jobs bank was
"not an issue" but after the UAW gave up union jobs, he would not
go into these talks "in a concessionary mode."  The jobs bank
benefit is part of the concerns to be discussed in the ongoing
talks, Reuters says.

                    About Ford Motor Co.

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

The company has operations in Japan in the Asia Pacific region.  
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

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

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

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

In June 2007, S&P raised the Issue Rating on Ford's senior secured
credit facilities to B+ from B.


GAP INC: Reports Earnings of $152 Million in Quarter Ended Aug. 4
-----------------------------------------------------------------
Gap Inc. reported net earnings of $152.0 million for the second
quarter ended Aug. 4, 2007, an increase of 19.0% from net earnings
of $128.0 million reported in the same period ended July 29, 2006.

Second quarter net sales were down 1.0% to $3.69 billion, compared
with $3.71 billion for the second quarter of last year.  Due to
the 53rd week in fiscal year 2006, second quarter 2007 comparable
store sales are compared with the thirteen weeks ended Aug. 5,
2006.  On this basis, comparable store sales decreased 5.0%,
primarily due to the overall mixed response to Summer product.   
The company's online sales for the second quarter increased 26.0%
to $172.0 million, compared with $136.0 million for the second
quarter of last year.

"During the second quarter, we made solid progress stabilizing our
business, streamlining our organization and importantly, hiring
our new chairman and chief executive officer, Glenn Murphy," said
Bob Fisher, a member of Gap Inc.'s board of directors.  "I am
confident that under Glenn's leadership and the creative direction
set by our brand presidents, we will continue to make improvements
to the business and deliver improved returns to our shareholders."

"I want to thank Bob for his leadership in taking the necessary
first steps towards stabilizing the business," said Glenn Murphy,
chairman and chief executive officer of Gap Inc.  "We have a lot
of work ahead of us, but we have great brands with enormous
potential, and I feel confident that our creative talent and
dedicated store employees will help fuel our progress."

                     Update on Forth & Towne

Beginning with the second quarter of fiscal year 2007, Forth &
Towne is recognized as a discontinued operation.  For the first
half of 2007, the company eliminated about 550 Forth & Towne
positions.  The pre-tax loss related to the discontinued operation
of Forth & Towne for the second quarter of fiscal 2007 was
approximately $9.0 million and for the first half of 2007 was
approximately $54.0 million.

         Update on Gap Inc.'s Cost Reduction Initiatives

As part of the company's efforts to streamline operations, the
company eliminated about 1,200 positions, excluding Forth & Towne,
in the second quarter of fiscal year 2007 and, as a result,
recognized approximately $20.0 million of expenses on a pre-tax
basis, the majority of which are related to severance payments.

For the first half of 2007, Gap Inc. eliminated about 1,600
positions, excluding Forth & Towne.  These cost reduction
initiatives resulted in approximately $25.0 million of expenses on
a pre-tax basis during this time period, the majority of which are
related to severance benefits to employees at the company’s
headquarters.

In total, the company has eliminated about 2,200 positions during
the first half of 2007, of which about one-third were open
positions.  At this point, the majority of the company's currently
planned headcount eliminations are complete.  Based on the actions
taken in the first half of fiscal year 2007, the total annualized
cost savings from the filled positions eliminated is expected to
be about $100.0 million on a pre-tax basis.

                        Effective Tax Rate

The effective tax rate was 37.0% for the second quarter of 2007.

                          Cash and Debt

The company ended the second quarter with $2.70 billion in cash
and investments.  For the year-to-date period, free cash flow was
an inflow of $347.0 million.  

                        Share Repurchases

During the second quarter, the company repurchased 11 million
shares for $200.0 million, thereby completing a $750.0 million
share repurchase authorization which was announced in August 2006.

                           Real Estate

For the first half of fiscal year 2007, the company opened 73
store locations, closed 61 store locations and square footage
increased 1.0%.  

                          Balance Sheet

At Aug. 4, 2007, the company's consolidated balance sheet showed
$9.08 billion in total assets, $3.83 billion in total liabilities,
and $5.25 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?236a

                         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.

                           *   *   *

The company continues to carry Fitch's BB+ Issuer Default Rating.  
The company also carries Standard & Poor's Ratings Services' BB+
corporate credit rating.


GATELY'S LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gately's, LLC
        88 Inverness Circle East
        Suite A106
        Englewood, CO 80112

Bankruptcy Case No.: 07-20422

Chapter 11 Petition Date: September 17, 2007

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Nautilus Fitness Group                    $4,538,145
1191 Second Avenue, 18th Floor
Seattle, WA 98101

ConCord EFS Inc.                          $1,000,000
1307 Walt Whitman Road
Melville, NY 11747

Google                                      $784,224
1600 Amphitheatre Parkway
Mountain View, CA 94043

Alphaville Design                           $474,807
41460 Christy Street
Fremont, CA 94538

Adonis Furniture                            $368,644
Marble Bridge Funding Group, Inc.
P.O. Box 8195
Walnut Creek, CA 94596-8195

American Express                            $300,000
World Financial Center
200 Vesey Street
New York, NY 10285-1000

Vortex International Enterprises            $194,630

Yellow Transportation, Inc.                 $174,743

American Express                            $139,675

Texas Trampoline Mfg. & Sales Inc.          $120,604

Fitness Quest                               $119,984

ClearChannel                                $105,000

Discover Financial Services                 $100,000

Kamlet Shepherd & Reichert, LLP              $70,611

Furniture FX                                 $65,581

Progressive Furniture Inc.                   $61,725

Lifestyles USA                               $60,533

Zocalo Furniture                             $58,575

Huffy Sports Company                         $55,846

Lifestyle Solutions Inc.                     $52,315


GENERAL CABLE:  Freeport-McMoRan Deal Cues S&P to Hold BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on General Cable Corp.  The outlook is stable.  This
follows the company's announced acquisition of the global wire and
cable business of Freeport-McMoRan Copper & Gold Inc.
(BB+/Positive/--), which operates as Phelps Dodge International
Corp., for $735 million, subject to certain adjustments.
     
S&P also affirmed its 'B+' senior unsecured rating, one notch
below the corporate credit rating on General Cable, and S&P's
'BB+' senior secured rating.  

The affirmations include the financing contemplated to fund the
acquisition, namely an expansion of the company's existing
$300 million asset-backed senior secured facility and a new senior
unsecured convertible note issue.  At the same time, S&P withdrew
its senior secured rating, at the company's request.
     
On an annual basis, Highland Heights, Kentucky-based 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.

Standard & Poor's estimates that the acquired business generated
approximately $90 million in EBITDA in 2006, or about 6.4% of
sales.  This compares with General Cable's recent 9.5% EBITDA
margins. PDIC's performance in the first half of 2007 continued to
improve.  The acquired business expands General Cable's geographic
diversity, especially in emerging markets, and provides cost
opportunities with the combined companies' greater scale.
     
"The ratings on General Cable reflect a cyclical operating
profile, driven by fluctuating market demand and volatility in raw
material pricing that can affect working capital requirements and
cash flow," said Standard & Poor's credit analyst Bruce Hyman.  
"These factors are offset somewhat by the company's leading
position in a global market for wire and cables, especially in the
energy transmission and distribution market, and leverage that is
moderate for the rating."


GENERAL MOTORS: EU Orders Technical Information Disclosure
----------------------------------------------------------
The European Commission has adopted four decisions that legally
bind DaimlerChrysler AG, Toyota Motor Corp., General Motors Corp.
and Fiat SpA to commitments to provide technical information about
car repairs to all independent garages in the European Union.

The commitments were given after a Commission investigation found
that inadequate access to the full range of technical information
could drive independent repairers from the market and that the
agreements between the car makers and their authorized repairers
would therefore infringe EC Treaty rules on restrictive business
practices.

The resulting reduction in competition between car repairers could
lead to less choice and higher prices for consumers: independent
repairers are often cheaper than authorized outlets, sometimes by
over 50%.  In addition, if repairs were carried out without the
right technical information, this could lead to vehicles being
driven in an unsafe condition, and add to air pollution and wasted
fuel.

The commitments will be binding until the motor vehicle block
exemption expires in May 2010.  By that time, the vehicle
emissions regulation will have entered into force.  This places an
obligation upon vehicle manufacturers to provide independent
repairers with standardized access to all technical repair
information.

Competition Commissioner Neelie Kroes said: "Consumers benefit
from competition between repairers, through lower labor charges
and cheaper spare parts.  These decisions provide a concrete and
timely solution to the problems faced by independent repairers,
who might lose their ability to compete without access to the
relevant technical information."

The protection of competition on the EU car repair and maintenance
markets is one of the aims of the motor vehicle block exemption
regulation.  Independent repair outlets are important to European
consumers, because they exert competitive pressure on the
franchised networks.

Studies have shown, for instance, that prices charged by
authorized outlets in Germany are on average 16% higher than those
billed by independent repairers, while in the UK, the difference
for a typical service job between independents and some of the
highest priced brands of franchised dealer can be more than 120%.  
These differences are all the more significant when one considers
that over a car's lifetime, repair and maintenance costs as much
as the first owner paid for the car.

Cars are becoming increasingly complex, and even basic repairs
require qualified technicians with brand-specific technical
information.  The Commission's preliminary finding in all four
cases was that the car makers seem to have withheld certain
technical information from independent repairers and have provided
the rest in a way that does not meet their needs.

These apparent inadequacies could force independent repairers from
the markets, resulting in considerable consumer harm.  Such
behavior is prohibited by Regulation 1400/2002, which provides
that full and non-discriminatory access must be given in a manner
proportionate to independent repairers' needs.

                      About General Motors

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

                        *     *     *

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

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


GENERAL MOTORS: Nears Deal With UAW on Healthcare Trust Fund
------------------------------------------------------------
General Motors Corp. and the United Auto Workers union are
steadily closing the gap between their differences over GM’s
proposal to transfer about $55 billion in future health care
liabilities to a union-managed fund, known as a Voluntary
Employees’ Beneficiary Association, The Financial Times reports,
citing sources familiar with the negotiations.  

Both parties are expected to sign a final contract soon.

GM, along with Ford Motor Company and Chrysler LLC, and the UAW
have been hammering out vital points concerning the biggest issue
in its contract negotiations –- the creation of a multibillion-
dollar, union-controlled health care trust fund, Jeffrey Mccracken
writes for the Wall Street Journal, citing people familiar with
the matter.

According to the report, sources close to the matter claim that
the parties involved have largely come to agreement on issues such
as health care inflation and actuarial figures about the 721,000
active workers, retirees and spouses covered by the auto makers.

Detroit's "big three" automakers are believed to be pushing to
finance the health care fund at no more than 70 cents on the
dollar, which would create a trust fund in excess of $60 billion,
making it one of the largest investment funds in the country, WSJ
states.  The trust fund is expected to cut about $95 billion from
the car makers' retiree costs.

However, a huge gap remains between funding proposed by the auto
makers and the level discussed by the UAW, described as "still
well into the several-billion-dollars range" by a person familiar
with the talks, although the two have narrowed the gap over the
past week, WSJ relates.  The UAW is amenable to creating a trust
fund for retiree health-care benefits as long as all of the
parties involved can reach an agreement on funding terms.

The UAW is extending GM's contract on an hour-to-hour basis while
granting an indefinite extension to the other two Detroit
carmakers, Ford Motor Company and Chrysler LLC, pending the
outcome of talks with GM.  The UAW may use the GM settlement to
extract "pattern" concessions from the other two, Bernard Simon
writes for FT.

GM representatives said five GM plants in the United States were
operating on Saturday while more than 70 union-represented
facilities resumed production on Monday, Reuters relates.  The UAW
had initially threatened to call a strike against GM, before
agreeing to the hourly extension.  UAW's last major strike against
GM was in 1998, when a 59-day walkout at two GM parts plants
caused shortages that eventually shut down almost all of the
automaker's assembly plants and caused sales to plunge, Reuters
states.

While the contract negotiations continue, the UAW has helped GM,
Ford and Chrysler in their respective turnaround efforts by
reducing the number of workers eligible for "jobs bank" programs
through buyout programs that have cut over 55,000 factory jobs,
Reuters reports, quoting UAW president Ron Gettelfinger.

Under the jobs bank provision, workers get paid nearly their full
salaries if they are laid off.  As part of the jobs bank, workers
can do volunteer community work or go to school or just report to
the plant, Jui Chakravorty writes for Reuters.

UAW President Ron Gettelfinger had said that the jobs bank was
"not an issue" but after the UAW gave up union jobs, he would not
go into these talks "in a concessionary mode."  The jobs bank
benefit is part of the concerns to be discussed in the ongoing
talks, Reuters says.

                      About General Motors

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

                         *     *     *

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

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


GLOBAL POWER: Agrees to Sell China Boiler Unit to AE&E Group
------------------------------------------------------------
Global Power Equipment Group Inc. has entered into an agreement
with AE&E Group GmbH, a subsidiary of Austrian Energy &
Environment AG, for the sale of Global Power's China boiler
business unit, located in Nanjing, China.  The sale of the China
boiler business consists of Global Power Asia Limited, a Hong Kong
company, including GPAL's 90% ownership interest in Deltak Power
Equipment (China) Co. Ltd.  Upon completion of the transaction,
Global Power expects to realize a pre-tax gain of approximately
$10.2 million for financial reporting purposes.  The transaction
is subject to the approval of the United States Bankruptcy Court
for the District of Delaware, which is presiding over the chapter
11 cases of Global Power and its domestic subsidiaries.  The
transaction is expected to close on or about Oct. 10, 2007, after
the satisfaction of certain additional conditions to closing.

"We have valued our business relationship with our associates in
Nanjing and wish AE&E great success," John Matheson, President and
Chief Executive Officer of Global Power, said.  "We also look
forward to continuing and expanding our existing business
relationships with our Shanghai company, Braden Power Equipment
(Shanghai) Co. Ltd., and throughout China with our ongoing China
business activities."

Acquired in the summer of 2004, DPEC primarily supported the large
heat recovery steam generator product line of Global Power as a
manufacturing facility.  The poor performance of the HRSG line was
the primary factor behind Global Power's decision to commence
chapter 11 proceedings in September 2006.  Immediately prior to
filing the chapter 11 proceedings, the company made the strategic
decision to wind down its current large HRSG contracts and
discontinue the operations related to large HRSG's.  Shortly
thereafter, Global Power classified DPEC as a non-core asset and
began marketing the China boiler business unit for sale.  Both
GPAL and DPEC are non-debtor affiliates of Global Power and not
part of the U.S. chapter 11 proceedings.

Global Power was advised in the transaction by Business
Development Asia LLC.

                        About Global Power

Headquartered in Oklahoma, Global Power Equipment Group Inc.
(Pink Sheets: GEGQQ) -- http://www.globalpower.com/-- is a
design, engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil, and
hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Eric Michael Sutty, Esq.,
Jeffrey M. Schlerf, Esq., Kathryn D. Sallie, Esq., and Mary E.
Augustine, Esq., at The Bayard Firm and Malka S. Resnicoff,
Esq., and Matthew C. Brown, Esq., at White & Case LLP, represent
the Debtor.  Adam G. Landis, Esq., Kerri K. Mumford, Esq., and
Matthew B. McGuire, Esq., at Landis Rath & Cobb LLP, represent the
Official Committee of Unsecured Creditors.

At Sept. 30, 2005, the Debtors' balance sheet showed total assets
of $381,131,000 and total debts of $123,221,000.


GREAT ATLANTIC: Plans to Sell 19 New Orleans Sav-A-Center Stores
----------------------------------------------------------------
Great Atlantic & Pacific Tea Co Inc. will sell 19 New Orleans-area
Sav-A-Center stores to Rouse's Supermarket, Reuters reports.  With
the sale, the company will complete it exit from non-core markets,
the report adds.

The company further said that two other Sav-A-Center stories will
be sold to other buyers, Reuters relates.

Great Atlantic & Pacific Tea Co Inc. -- http://www.aptea.com/--  
(NYSE:GAP) operates 337 stores in eight states and the District of
Columbia under these trade names: A&P, Waldbaum's, The Food
Emporium, Super Foodmart, Super Fresh, Sav-A-Center and Food
Basics.


GREAT ATLANTIC: S&P Revises Watch to Positive from Developing
-------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for both Great Atlantic & Pacific Tea Co. Inc. and
Pathmark Stores Inc. to positive from developing.  The long-term
corporate credit rating on both companies is 'B-'.  Although a
definitive capital structure has yet to be determined, Montvale,
New Jersey-based A&P announced an agreement to sell 19 Sav-A-
Center stores to Rouse's Supermarket and two other stores to other
buyers.  Expected proceeds from the sale of its noncore stores in
both the Midwest and in the Greater New Orleans area are estimated
to be in the range of $160 million to $180 million.
      
"We could raise the ratings from the current 'B-' levels if A&P
closes on its acquisition of Pathmark; additionally, ratings
downside is limited," said Standard & Poor's credit analyst Stella
Kapur.


GREENBELT CT: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Greenbelt C.T. Imaging Center, L.L.C.
        7474 Greenway Center Drive, Suite 1120
        Greenbelt, MD 20770

Bankruptcy Case No.: 07-18958

Type of business: The Debtor provides medical laboratory services.

Chapter 11 Petition Date: September 16, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Karen H. Moore, Esq.
                  Paley, Rothman, Goldstein, Rosenberg, Eig &
                  Cooper, Chartered
                  4800 Hampden Lane, 7th Floor
                  Bethesda, MD 20814
                  Tel: (301) 656-7603
                  Fax: (301) 654-0165

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
General Electric Credit Corp.                          $8,000,000
c/o David B. Tatge, Esq.
Epstein, Becker & Green, P.C.
1227 25th Street, Northwest,
Suite 700
Washington, D.C. 20037-1175

Siemens Medical Solutions                              $6,000,000
U.S.A., Inc.
51 Valley Stream Parkway
Malvern, PA 19355

National City Commercial                               $3,000,000
Capital Co., L.L.C.
c/o Sherry D. Lowe, Esq.
Lamm, Rubenstone, Lesavoy,
Butz & David, L.L.C.
3600 Horizon Boulevard,
Suite 200
Trevose, PA 19053

Deerfield Construction Group                             $350,000
610 Professional Drive,
Suite 210
Gaithersberg, MD 20879

Cardinal Health                                          $235,000

Mallinckrodt, Inc.                                       $165,000

I.B.A. Molecular, Inc.                                   $115,000

C.B.F. (Commercial                                        $65,000
Collections, Inc.)

F.L.A., L.P.                                              $30,000

Colewood Centre Silver                                    $25,000
Spring, L.L.C.

Pepco                                                     $20,300

Greater Laurel Professional                               $12,000
Park, L.L.P.

St. John Properties, Inc.                                 $30,000

Nugen Supply Company, Inc.                                 $7,500

Healthcare Systems, Inc.                                   $6,000

Tecrad Services, Inc.                                      $5,000

Caligor                                                    $3,000

B.G.E.                                                     $2,500


GUGGENHEIM STRUCTURED: Fitch Holds Low-B Ratings on Two Classes
---------------------------------------------------------------
Fitch has affirmed all classes of Guggenheim Structured Real
Estate Funding 2006-3, Ltd. and Guggenheim Structured Real Estate
Funding 2006-3, LLC as:

  -- $20,000,000 class S notes affirmed at 'AAA';
  -- $181,455,000 class A-1 notes affirmed at 'AAA';
  -- $22,800,000 class A-2 notes affirmed at 'AAA';
  -- $42,052,000 class B notes affirmed at 'AA';
  -- $42,053,000 class C notes affirmed at 'A';
  -- $24,029,000 class D notes affirmed at 'BBB+';
  -- $28,036,000 class E notes affirmed at 'BBB-';
  -- $18,022,500 class F notes affirmed at 'BB';
  -- $20,000,000 class G notes affirmed at 'B'.

Deal Summary:

Guggenheim 2006-3 is a $400,500,000 revolving commercial real
estate cash flow collateralized debt obligation that closed on
August 17, 2006.  As of the August 20, 2007 trustee report and
based on Fitch categorization, the CDO was invested as: CRE bank
loans (29.8%), CRE mezzanine loans (27.0%), CRE B-notes (20.7%),
CRE whole loans/A-notes (14.7%), CMBS (4.1%) and CRE CDOs (3.4%).  
The CDO is also permitted to invest in CTLs, REIT Debt, CRE TruPS,
and synthetic securities.

The portfolio is selected and monitored by GSREA, LLC.  Guggenheim
2006-3 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 September 2011.

Collateral Asset Manager:

Through its two private equity funds, Guggenheim Structured Real
Estate is a private investor in commercial real estate debt,
specializing in high-quality income-producing U.S. properties with
experienced sponsorship.  GSRE funds are managed by GSREA, both of
which are affiliated with Guggenheim Partners, LLC, a diversified
financial services firm with more than 525 employees and over $125
billion of assets under supervision.  The two equity funds have
over $1.1 billion of private equity and have made approximately $7
billion of investments.  None of the funds' investments have had
losses or delinquencies.

Fitch rates GSREA a 'CAM2' U.S. Commercial Real Estate CDO Asset
Manager.  GSREA has ten experienced real estate and investment
professionals on staff, three of whom have prior commercial real
estate loan workout experience.  GSREA benefits from its
affiliation with GP with respect to real estate markets
information flow, CDO administration, and back office support.  
Generally, GSRE investments are serviced by rated CMBS servicers.

Performance Summary:

Since Fitch's last review in January 2007, and as of the August
2007 trustee report, the modeled as-is poolwide expected loss  has
decreased to 22.250% from 23.125%.  The PEL covenant is based on a
weighted-average spread and PEL matrix.  The matrix provides
between 11.875% and 14.125% of cushion to the as-is PEL, which
represents an above average amount of cushion relative to other
similar Fitch rated CRE CDOs.  Based on the current weighted
average spread of 2.50%, the deal has 13.750% cushion.

The decrease in the as-is PEL is a result of the change in the
composition of pool.  Since last review, the CDO added three CRE
loans (15.8% of the CDO), including a senior mezzanine position of
the Sheffield NYC condominium conversion (7.5%), and an A-note
position of the Universal Boulevard Orlando master planned
development (5.1%).  The repaid CRE loans include the La Quinta
Portfolio, Affina NYC Portfolio, ESA Portfolio and the Marriott
Waikiki.  The remaining loans have maintained relatively flat or
decreased as-is expected loss levels.

In addition to the above referenced CRE loans, three senior
secured real estate bank loans have been added (13.9%) and one CRE
CDO (3.4%).  Since the last Fitch review the securities and bank
loans, which have grown to 37.3% from 22.3% of the CDO, have
experienced an improved weighted average rating factor (WARF).  
The WARF is now in the 'BB-/B+' rating category.

The CDO is in compliance with all reinvestment covenants.  
Although the weighted average coupon has remained the same (6.58%)
since the last review, the WAS has decreased to 2.50% from 2.67%.  
In addition, the weighted average life has decreased to 3.6 years
from 4.3 years, continuing to imply that the pool composition will
fully turn over during the reinvestment period.

The over collateralization and interest coverage ratios of all
classes have remained above their covenants, as of the August 2007
trustee report.

Collateral Analysis:

Based on the invested amount, the pool is comprised mostly of real
estate bank loans (29.8%), followed by mezzanine debt (27.0%), B-
notes (20.7%), whole loans/A notes (14.7%), CMBS (4.1%) and CRE
CDOs (3.4%).  GSREA typically invests in the middle of a capital
structure such that there are multiple layers of subordinate
lenders providing insulation beneath its position.

Since the last Fitch review, the percent of hotel properties has
decreased to 11.9% from 41.2% of the CDO.  In addition, since the
last review the transaction has gained exposure to non-income
producing properties including one condominium conversion (7.5%)
and a master planned land development (5.1%).  The condominium
conversion is a 50-story mixed use building located on 57th street
between 8th and 9th avenue in Manhattan.  

The conversion has secured all necessary approvals and is in the
process of selling units.  Additionally, the current loan basis of
the CDO's position is approximately $691 per square foot.  The
land development property is a 512.3 acre land parcel located
adjacent to the Orange County Convention Center in Orlando, FL.  

The proposed mixed use development benefits from flexible
entitlements and an up-front interest reserve that provides for
interest payments, through the extended maturity date, calculated
at the interest rate cap.  Retail properties remain the largest
percentage of traditional property types (12.3%, up from 10.7%),
followed by multifamily (9.6%, which remained the same).  Property
type covenants are within their covenanted guidelines.

The pool is one of the more concentrated pools relative to other
similar Fitch rated CRE CDOs.  Based on the August 20, 2007
trustee report, the loan diversity index score is currently 741
compared to the covenant of 870.  The largest two loans represent
11.9% and 10.0% of the fully ramped collateral amount.  The CDO is
well within all of its geographic location covenants with 16.9% of
the assets located in New York and 16.6% of the assets located in
California.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the Guggenheim 2006-3 CREL Surveyor
Snapshot on the Derivative Fitch web site, which will be available
beginning September 20, 2007.

Rating Definitions:

The ratings of the classes S, A-1, A-2, and B 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 C, D, E, F and G 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.

Ongoing Surveillance:

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.


HAIGHTS CROSS: S&P Revises Watch to Developing from Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications for the ratings on Haights Cross Communications Inc.
and operating subsidiary Haights Cross Operating Co. to developing
from negative.

"The revision is based on the company's announcement that it is
evaluating potential strategies, including the sale of some or all
of the company," explained Standard & Poor's credit analyst Hal
Diamond.

CreditWatch with developing implications indicates that the rating
could be raised or lowered.  The rating could be raised if HCC is
acquired by a company with a stronger financial profile.

Alternatively, the rating could be lowered if the sale process is
delayed in light of the company's high debt leverage, refinancing
risk, and limited liquidity.
     
White Plains, New York-based HCC is a supplemental education
publisher serving the school and library markets.  Total debt
outstanding was $409 million as of June 30, 2007.
     
The ratings were originally placed on CreditWatch with negative
implications on June 6, 2007, after the company received a notice
of default from the trustee of certain of its unsecured debt
issues based on its delinquency in filing financial statements.  
The company subsequently filed its 2006 10-K and 10-Q for the
second quarter of 2007, which puts the company in compliance with
filing requirement under its bond indentures and alleviates the
risk of a near-term acceleration.
     
Failure to demonstrate progress toward either the sale of the
company or refinancing would likely result in a near-term
downgrade.  Standard & Poor's will resolve the CreditWatch listing
when more information becomes available.


HEALD COLLEGE: Bond Redemption Cues Moody's to Withdraw Rating
--------------------------------------------------------------
Moody's Investors Service withdrew its Ba1 rating assigned to
Heald College's Series 1999 bonds issued by the California
Educational Facilities Authority.  The rating has been withdrawn
due to the redemption of all maturities of the bonds.  The college
no longer has any debt with a Moody's rating based on the
college's credit quality.


HRP MYRTLE: S&P Holds B- Rating and Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on HRP
Myrtle Beach Holdings LLC to negative from developing.  At the
same time, S&P affirmed the ratings, including the 'B-' corporate
credit rating, on the company.
     
The company was formed to develop, build, and operate Hard Rock
Park, a rock-and-roll theme park to be located in Myrtle Beach,
South Carolina, under a long-term license agreement.  Total debt
was $308 million at June 30, 2007.
      
"The outlook revision is based on our growing concern that
economic uncertainty and high gasoline prices may reduce consumer
confidence and discretionary spending on leisure and tourism over
the intermediate term, and that this could raise risks of meeting
crucial earnings and cash flow targets in 2008, the first year of
the park's operation," explained Standard & Poor's credit analyst
Hal Diamond.
     
The ratings reflect HRP's extremely narrow competitive position as
a future operator of a single theme park, construction risks
associated with developing the facility, competition with other
family-oriented attractions, and expected challenges associated
with developing a loyal repeat customer base.  Also, the company's
high debt levels and the moderate-size EBITDA base required to
support debt increase the risks that a slower-than-expected ramp-
up period for the facility could strain the company's liquidity.  
The project has a very small interest reserve that will cover
interest only through 12 months after the scheduled opening. These
factors are partially offset by HRP's experienced management team,
which has developed and operated successful theme parks in the
past.


IDEARC INC: Inks Pact to Buy Switchboard.com for $225 Million
-------------------------------------------------------------
Idearc Inc. signed a definitive agreement to acquire
Switchboard.com and other online directory assets from InfoSpace
Inc. for $225 million.

Idearc relates that the addition of Switchboard.com and other
InfoSpace directory assets will significantly increase the scale
of Idearc's online directory platform, Superpages.com, and benefit
Idearc advertisers who will be seen by more consumers.  Idearc
said it plans to leverage its existing infrastructure, advertiser
base and product demand to more fully monetize the quality organic
traffic acquired from InfoSpace.

"This transaction is consistent with our strategy of driving
revenue generation across multiple platforms," said Kathy Harless,
president and chief executive officer.  "With the addition of
Switchboard.com and its associated networks, we are increasing the
scale of our fast-growing local search platform, enabling our
advertisers’ content to reach even more consumers and boosting our
high-quality organic Internet traffic base."

The transaction will be financed with a mix of cash and borrowings
under Idearc's existing revolving credit facility.  Idearc expects
to realize operating synergies through the acquisition with its
existing Superpages.com infrastructure and cost base.  The
acquisition is expected to be cash-flow accretive in the first
year, have no impact on Idearc's dividend policy and will not have
a material impact on Idearc’s pro-forma leverage ratio.

"The sale of our directory business is part of the Board of
Directors' ongoing review of our company and the opportunities
available to enhance value for our shareholders," said Jim
Voelker, Chairman and Chief Executive Officer of InfoSpace.  "In
addition to unlocking the value of our director business that was
not reflected in the InfoSpace's market valuation, this ransaction
is extremely tax efficient, allowing us to capitalize on our net
operating losses to significantly maximize the cash proceeds from
the sale."

The transaction is expected to be completed by the end of 2007
upon the satisfaction of customary closing conditions and
regulatory approvals.

Upon completion of the transaction, the InfoSpace expects to
return the net proceeds from the sale to shareholders as a special
cash distribution.  InfoSpace will utilize a portion of its net-
operating loss carry-forwards to offset substantially all of the
taxable gain resulting from the sale, increasing the cash
available for distribution to shareholders.  At closing,
InfoSpace's cash position is expected to be in excess of
$400 million.

Credit Suisse Securities (USA) LLC is acting as financial advisor
and Wilson Sonsini Goodrich & Rosati is acting as legal counsel to
InfoSpace in connection with the transactions.

                         About InfoSpace(R)

InfoSpace Inc. -- http://www.infospaceinc.com/-- develops tools  
and technologies to help people discover and enjoy content and
information – whether on a mobile phone or on the PC.  InfoSpace
uses its proprietary metasearch technology to power a portfolio of
branded Web sites, including Dogpile -- http://www.dogpile.com/  
and Zoo, -- http://www.zoo.com/-- a kid-friendly search engine,  
and provide private-label search and online directory services to
consumers on a global basis.  The company's mobile platform and
applications, like InfoSpace Find It! --
http://www.infospacefindit.com/-- create revenue opportunities  
for carriers, while satisfying consumer demand for a highly
relevant mobile user experience.

            About InfoSpace's Online Directory Business

InfoSpace's online directory business helps Internet users find
local and national merchants and individuals in North America.  It
offers directory services through InfoSpace's branded Web sites,
such as Switchboard.com and InfoSpace.com, as well as through
distribution partner relationships.  Partner versions of
InfoSpace's directory services are generally private-labeled and
delivered with each distribution partner's unique requirements.  
The vast majority of the revenue from this business is generated
from the Switchboard.com site that was acquired by InfoSpace in
2004 for about $103 million. F or the first half of 2007, this
business had revenues of $17.2 million.  The business employs
about 50 people.

                        About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- connects buyers and sellers with its   
multi-platform of advertising solutions including Verizon(R)
Yellow Pages, Verizon(R) White Pages, smaller-sized portable
Verizon(R) Yellow Pages Companion Directories, Superpages.com(R),
Superpages MobileSM, Solutions At Hand(TM) magazine, Solutions at
Home(TM) magazine and Solutions on the Move(TM) and Solutions
Direct(TM) direct mail packages.  Idearc provides sales,
publishing and other related services for more than 1,200 distinct
directory titles in 35 states and the District of Columbia.  
Superpages.com, the expert in local search with more than 2.8
billion network searches and 18 million business listings in the
United States in 2006, offers advertisers a variety of online
advertising solutions.  Superpages MobileSM provides local search
functionality for wireless subscribers.

Idearc Inc.'s consolidated balance sheet at June 30, 2007, showed
$1.58 billion in total assets and $10.15 billion in total
liabilities, resulting in a $8.57 billion total stockholders'
deficit.


ILLINOIS FORGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Illinois Forge, Inc.
        2900 East Rock Falls Road
        Rock Falls, IL 61071

Bankruptcy Case No.: 07-72210

Type of Business: The Debtor manufactures custom-forged presses,
                  hammers, and other machine parts.
                  See http://www.illinoisforge.com/

Chapter 11 Petition Date: September 17, 2007

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Brian M. Graham, Esq.
                  SmithAmundsen LLC
                  150 North Michigan Avenue
                  Chicago, IL 60601
                  Tel: (312) 894-3309
                  Fax: (312) 894-3210

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Turret Industries, Inc.                     $154,163
P.O. Box 55
Leetsdale, PA 15056-0055

SDI - Steel Dynamics                        $139,597
8000 North County Road, 225 East
Pittsboro, IN 46167

Perlow Steel                                 $57,043
P.O. Box 94859
Chicago, IL 60690-4859

Franczek Sullivan P.C.                       $54,749

Kreher Steel Company, Inc.                   $37,006

Whiteside County Collector                   $36,956

King Steel Corp.                             $28,211

Reid Machinery Inc.                          $27,320

Heyl, Royster, Voelker and Allen             $26,271

Energy USA                                   $23,323

Lindgren, Callihan, Van Osdol & Co.          $22,000

Rock Valley Die Sinking                      $20,850

Selden Fox & Associates                      $15,036

Constellation New Energy                     $14,504

Illinois Manufacturing Extension Center      $13,900

Commonwealth Edison                          $12,897

Quality Induction Services, Inc.             $12,125

Corporate Services, Inc.                     $10,724

DeKalb Forge Co.                              $9,140

Absolute Welding                              $8,187


ISLE OF CAPRI: Posts $7.1 Mil. Net Loss in 1st Qtr. Ended July 29
-----------------------------------------------------------------
Isle of Capri Casinos Inc. disclosed recently its financial
results for the first fiscal quarter ended July 29, 2007.

The company reported a net loss of $7.1 million for the first
quarter of fiscal 2008 ended July 29, 2007, compared with net
income of $9.3 million for the first quarter of fiscal 2007.  
Results for the first quarter of fiscal 2007 included
approximately $4.0 million of income from discontinued operations,
net of income taxes, of the company's Bossier City and Vicksburg
properties.  The sale of the Bossier City and Vicksburg properties
closed on July 31, 2006.  

Loss from continuing operations for the first quarter of fiscal
2008 was $7.1 million compared to income from continuing
operations of $5.3 million for the first quarter of fiscal 2007.  

Adjusted EBITDA from continuing operations for the first quarter
of fiscal 2008 decreased 2.6% to $55.6 million compared to
adjusted EBITDA from continuing operations of $57.1 million for
the comparable quarter in fiscal 2007.  Isle of Capri calculates
Adjusted EBITDA at its properties by adding depreciation and
amortization, pre-opening expense, management fees, other charges
and non-cash items to operating income (loss).  

The results from operations for the first quarter of fiscal 2008
include $6.1 million of pre-opening expense primarily related to
the company's recently opened Waterloo and Coventry properties and
$2.2 million of loss on early extinguishment of debt.  Combined,
these items resulted in a $4.9 million after-tax impact on the
quarterly results.  The results from continuing operations for the
first quarter of fiscal 2007 include $2.6 million of office
relocation costs and $3.2 million of higher new development costs
compared to the first quarter of fiscal 2008.  Combined, these
items resulted in $3.1 million of after-tax impact on the prior
year quarterly results.

The company reported a 1.7% increase in net revenues to
$278.5 million for the first quarter compared to net revenues of
$274.0 million for the same quarter in fiscal 2007.

"First quarter results were generally in line with our
expectations, as we continue to take deliberate, measured steps
toward improving our operating results, and begin the process of
building a more competitive business model.  Our management team,
under the direction of new president and chief operating officer
Virginia McDowell, is focused on providing the best gaming
entertainment experience for our guests and making the changes
necessary to improve value for all of our stakeholders," Bernard
Goldstein, chairman of the board and chief executive officer,
said.

Virginia McDowell, the company's president and chief operating
officer, said, "We are beginning to see margin improvements at
most of our properties as a result of cost controls introduced
during the first quarter, and we continue to focus on building our
database at the Pompano, Waterloo and Coventry properties.  Also,
we have developed a plan at Coventry designed to take full
advantage of the September 1st changes in the gambling advertising
and marketing laws.  Although we continue to face seasonality
issues at both Pompano and Coventry, we have marketing plans in
place designed to leverage both facilities as customer counts
increase.  In addition, we are confident that the cost containment
measures introduced at our properties will continue to improve
results, including markets where we face competitive pressure.  We
also continue to focus on service delivery, and have seen
increases in our service scores at many properties."

"We are proceeding with the implementation of our technology
initiatives, including our enterprise data warehouse and revenue
management system, and restructuring our loyalty programs.  We
completed database market research projects at all core properties
in the beginning of the second quarter, and will work closely with
our properties to identify opportunities to eliminate unprofitable
marketing programs, and develop a profitable customer acquisition
strategy."

Ms. McDowell continued "As we begin the process of developing our
strategic brand portfolio, we are taking the opportunity to
examine our existing expansion plans to make certain that our
facilities are competitive in our markets, and create value for
our shareholders.  In that regard, we are evaluating the next
phase of renovations at our Biloxi property.  The competitive
landscape has changed significantly in Biloxi since Hurricane
Katrina, and we want to develop and implement a master plan for
the company's Biloxi property which will help ensure that our
product will remain competitive in the market.  In addition, we
have begun the process of developing a master plan for Pompano
Park that will leverage the approximately 100 remaining acres on
the site.

"We are also beginning room renovation projects in Black Hawk,
Lula and Lake Charles which will feature the design elements and
warmer color palette introduced at our hotels in Bettendorf and
Waterloo, and which have been extremely well received by our
customers."

At July 29, 2007, the company's consolidated balance sheet showed
$2.15 billion in total assets, $1.88 billion in total liabilities,
and $277.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 29, 2007, are available for
free at http://researcharchives.com/t/s?2385

                  About Isle of Capri Casinos

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 57.0% 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.

                          *     *     *

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.


ISONICS CORP: Posts $3.0 Million Net Loss in Quarter Ended July 31
------------------------------------------------------------------
Isonics Corp. reported a net loss of $3.0 million in the first
quarter ended July 31, 2007, an increase from the $2.4 million net
loss reported in the same period last year, mainly due to lower
revenues and an increase in other expense, net, partly offset by a
decrease in total operating expenses.  In addition, the company
recorded a gain on discontinued operations of $553,000 as a result
of the sale of its life sciences business in June 2007.

Revenues fell to $5.9 million from $6.8 million.  Revenues from
security services and semiconductor products and services segments
decreased for the three months ended July 31, 2007, as compared to
the same period of the prior fiscal year.

Selling, general and administrative expenses decreased to
$2.1 million from $3.8 million.  Research and development expenses
decreased to $1.0 million from $1.4 million.  

Other expense, net was $1.4 million for the three months ended
July 31, 2007, compared to other income, net of $1.5 million in
the prior period quarter.  For the three months ended July 31,
2007, other expense, net consisted primarly of interest expense of
$1.4 million, of which amount $1.3 million relates primarily to
the amortization of the discount and the accrual of interest on
the company's outstanding convertible debentures.

For the three months ended July 31, 2006, other income, net
consisted primarily of the recording of a gain on derivative
instruments in the amount of $2.1 million, partially offset by
$650,000 of interest expense.

At July 31, 2007, the company's consolidated balance sheet showed
$18.2 million in total assets, $17.5 million in total liabilities,
$11,000 in minority interest, and $766,000 in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?236e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Hein & Associates LLP, in Denver, expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended April 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital.

                   About Isonics Corporation

Based in Golden, Colo., Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets   
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.  


JOHN GRIFFIN: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John B. Griffin
        5282 Oak Drive
        Marianna, FL 32446

Bankruptcy Case No.: 07-50305

Chapter 11 Petition Date: September 17, 2007

Court: Northern District of Florida (Panama City)

Debtor's Counsel: Charles M. Wynn, Esq.
                  Charles M. Wynn Law Offices, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210

Total Assets: $3,462,353

Total Debts:  $1,977,540

Debtor's List of its Five Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Bank of America                2006 Palm Beach           $25,771
201 North Tryon Street         23-foot boat             Secured:
Charlotte, NC 28255                                      $19,000

                               2007 Gulfstream CR        $62,794
                               Force travel trailer     Secured:
                                                         $60,000

Wachovia Bank                  Credit Card               $40,151
P.O. Box 96074
Charlotte, NC 28296

Chase Auto Finance             2004 F-350 Crew Cab       $25,584
900 Stewart Avenue             Truck                    Secured:
Garden City, NY 11530                                    $20,675

Pen Air Federal CU             Credit Card               $17,730

GEMB/Lowes                     Charge Account               $892


JOURNAL REGISTER: Moody's Lowers Corporate Family Rating to B1
--------------------------------------------------------------
Moody's Investors Service downgraded Journal Register Company's
Corporate Family rating to B1 from Ba3.  This concludes the review
for possible downgrade which was initiated on Aug. 13, 2007.  The
rating outlook is negative.

Details of Moody's rating action are:

Ratings downgraded:

-- $375 million senior secured revolving credit facility due
    2012 -- to B1, LGD3, 34%, from Ba3, LGD3, 35%

-- $575 million senior secured term loan A due 2012 -- to B1,
    LGD3, 34%, from Ba3, LGD3, 35%

-- Corporate Family rating -- to B1 from Ba3

-- Probability of Default rating to B2 from B1

The downgrade of the Corporate Family rating reflects recent
erosion of Journal Register's top line and cash flow generation,
both of which have fallen significantly short of Moody's
expectations.  In addition the downgrade reflects Moody's concern
regarding the company's ability to generate cash flow from
operations sufficient to meaningfully reduce leverage from current
levels or to fund scheduled debt amortization over the
intermediate term.

The B1 CFR reflects the pressure facing Journal Register's sales,
its heavy debt burden, high financial leverage, the regional
economic problems which continue to beset Journal Register's
Michigan properties, and the secular pressure faced by the
newspaper publishing sector as a whole.  Ratings are supported by
the company's positive free cash flow generation, the efficiencies
provided by its clustering strategy, its geographic
diversification, and the defensibility of its newspaper model,
particularly that of its community newspapers, which face little
or no direct competition.

The negative rating outlook incorporates Moody's view that Journal
Register could face further top line pressure and may need to
consider additional asset sales and/or further cost cutting
measures in order to improve covenant-compliant availability under
its revolving credit facility, especially in view of the scheduled
tightening of its senior secured financial covenant tests starting
in early 2008.

Journal Register Company is a leading US newspaper publishing
company.  Based in Yardley Pennsylvania, the company recorded
sales of $469 million for the LTM period ended July 1, 2007.


KERMAS ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kermas Enterprises, LLC
        1870 Harding Drive
        Baton Rouge, LA 70807

Bankruptcy Case No.: 07-11279

Chapter 11 Petition Date: September 17, 2007

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: William E. Steffes, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


LLOYD'S SYNDICATE: American Home Cancels Nov. 2002 Guarantee Pact
-----------------------------------------------------------------
American Home Assurance Company, as guarantor under a Nov. 1, 2002
general guarantee agreement with Lloyd's Syndicate 1414, has
terminated that agreement in favor of each party insured under
policies issued by Lloyd's Syndicate effective Sept. 30, 2008.

According to American Home, the guarantee will remain in full
force and effect with respect to the obligations of  Lloyd's
Syndicate outstanding or contracted or committed for prior to the
termination, until those obligations will be finally and
irrevocably paid in full.

                      A.M. Best Takes Action

The guarantee cancellation prompted A.M. Best Co. to downgrade, on
Sept. 4, 2007, its Syndicate Rating to "A" (Excellent) from "A+"
(Superior) and the issuer credit rating (ICR) to "a+" from "aa-"
of Lloyd's Syndicate.  The outlook for both ratings is stable.

In its rating action, Best noted, among others, that Lloyd's
Syndicate's performance "will continue to be dependent on
catastrophe experience."

The rating agency also pointed out that the Syndicate's weaker
than anticipated performance in 2005 is an offsetting factor.

Lloyd's Syndicate, managed by Ascot Underwriting Limited, is a
group of persons at Lloyd's of London who have entrusted their
business to a team of underwriters to underwrite on their behalf.  
Lloyd's syndicates are the source of underwriting capacity for
obtaining coverage on a risk.


M FABRIKANT: Court Sets September 26 as Claims Filing Deadline
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set 5:00 p.m. of Sept. 26, 2007, as the last day for
persons owed money by M. Fabrikant & Sons Inc. and Fabrikant-Leer
International Ltd. to file their proofs of claim against the
Debtors.

The bar date refers to claims that arose prior to Nov. 17, 2006.

Proofs of claim must be received by the Court on or before
the bar date at these addresses:

   a) if by mail

      U.S. Bankruptcy Court
      Southern District of New York
      Re: M. Fabrikant & Sons Inc., et al.
          Claims Processing
      P.O. Box 5197
      Bowling Green Station
      New York, NY 10274

   b) if by messenger or overnight courier

      U.S. Bankruptcy Court
      Southern District of New York
      Re: M. Fabrikant & Sons Inc., et al.
          Claims Processing           
      Room 534
      One Bowling Green
      New York, NY 10004

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliates, Fabrikant-Leer International, Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-12737 & 06-12739).  Mitchel H. Perkiel, Esq., at
Troutman Sanders LLP, represent the Debtors.  Alan D. Halper,
Esq., at Halperin Battaglia Raicht LLP, and Christopher J. Caruso,
Esq., at Moses & Singer, LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


MAYCO PLASTIC: Plan Confirmation Hearing Scheduled on October 5
---------------------------------------------------------------
The Honorable Phillip J. Shefferly of the United States Bankruptcy
Court for the Eastern District of Michigan will convene a hearing
on Oct. 5, 2007, at 11:00 a.m., to consider confirmation of Mayco
Plastics Inc. and Stonebridge Industries Inc.'s Second Amended
Combined Chapter 11 Plan of Liquidation.

Objections to the Plan are due on Sept. 28, 2007.

                       Treatment of Claims

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

Priority Claims will be paid, in cash, through a pro rata
distribution within 30 days of the effective date of the Plan.

Prepetition Lender's secured claim will be paid from proceeds of
prepetition collateral.  In Addition, the Prepetition Lender is
expected to pay:

   a. the funding for the Administrative/Priority claim fund of
      up to $120,000;

   b. professional fees for professionals retained by the Debtors
      and

   c. $250,000 for the unsecured creditor's carveout for
      distribution to the Debtor's Official Committee of
      Unsecured Creditors.

Furthermore, the Prepetion Lender will receive an allowed
unsecured claim equal to 10% of any deficiency on its secured
claim upon the funding of the Administrative/Priority claim under
the Plan.

Secured Claims of Pospetition Lender and Participating Customers
will retain any and all liens in the Debtor as security for their  
claims.

All holders of General Unsecured Claims will receive:

   a. a carveout which will be funded by the Prepetition
      Lender through:

      -- $35,000 from the settlement of the General Motors
         Corporation Dispute; and

      -- 10% of the settlement of the TRW Automotive U.S. LLC
         Dispute up to a maximum of $215,000;

   b. one-half of the avoidance actions recoveries, after payment
      of the first $60,000 received by the Committee from the
      recoveries to the Prepetition Lender;

   c. proceeds of the prepetition collateral, if any, after
      all allowed claims of Postpetition and Prepetition lenders
      have been paid in full; and

   d. proceeds of the postpetition collateral, if any, after
      all allowed claims of Pospetition Lender has been paid in
      full.

TRW Dispute refers to the adversary proceeding between the Debtor
and TRW Automotive for payment of sums owed the Debtor on account,
the proceeds of which comprise a part of Prepetition Lender's
collateral.

Equity Security holders will receive a pro rata distribution
after all valid claims have been paid.

                          GM Settlement

As reported in the Troubled Company Reporter on July 19, 2007,
the Debtors sought Court approval on a settlement agreement they
entered into with General Motors Corporation.

The Debtors manufactured component parts to GM and GM issued
tooling purchase orders to the Debtors for certain tooling used in
the production of their component parts.

As of the Debtors' bankruptcy filing, the Debtors claim that GM
had accounts payable for component parts in the amount of
$1,089,293 and accounts payable to the Debtors arising out of
tooling purchase orders issued by GM in the amount of $1,015,185.

Under the proposed settlement, GM will pay $1.3 million to Mayco,
constituting full payment and satisfaction of both the GM
production payables and the GM tooling payables.  The settlement
payment must be paid to the Debtors' counsel and held in a trust
until the resolution of all third party lien claims in tooling
used to produce GM's component parts.  The resolution must be
either pursuant to a written agreement between the respective lien
claimant, prepetition lenders and debtor; or pursuant to a Court
order.

The liens of prepetition lenders, and any third party with valid,
perfected and enforceable liens in the GM Tooling will be released
from the GM Tooling and transfer to the trust to same extent and
priority that the liens were held on the petition date and GM will
own all GM Tooling free and clear of all claims, liens and
encumbrances.

A full-text copy of Mayco Plactics' Second Combined Plan and
Disclosure Statement is available for a fee at:

             http://ResearchArchives.com/t/s?2372  

Based in Sterling Heights, Michigan, Mayco Plastics Inc. --
http://www.mayco-mi.com/-- is an automotive supplier of injection   
molded plastics.  Stonebridge Industries Inc., the majority
shareholder and parent of Mayco Plastics, is an investment firm
that acquires companies and helps them grow their business in
order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MEDICALCV INC: Michael A. Brodeur is New Chief Financial Officer
----------------------------------------------------------------
MedicalCV Inc. disclosed last week that Michael A. Brodeur has
agreed to join its executive team as vice president, finance and
chief financial officer, effective Sept. 17, 2007.  

Marc P. Flores, MedicalCV's president and chief executive officer,
stated, "Michael's extensive finance experience with medical
therapeutics and leading-edge medical technologies will be a
welcome and immediate asset to MedicalCV."  Flores added, "We look
forward to his insights as we prepare for the full commercial
launch of our SOLAR(TM) Surgical Ablation System and support
continued use of the ATRILAZE(TM) Surgical Ablation System in
open, endoscopic, and robotic-assisted procedures."  

"I am excited to join this truly dynamic team of individuals as it
continues to expand its presence in the developing surgical
ablation market," stated Mr. Brodeur. "I look forward to helping
MedicalCV become the premier player in the atrial fibrillation
space."  

According to MedicalCV, Mr. Brodeur has over 25 years of senior
financial leadership in healthcare, medical device, biotechnology
and clinical laboratory industries.  Mr. Brodeur also worked with
national CFO services firms serving emerging, middle-market and
multinational companies such as Tatum CFO Partners LLP.  Mr.
Brodeur served as chief financial officer of Molecular Diagnostics
Inc. and Aastrom Biosciences Inc., publicly traded medical device
companies.  Mr. Brodeur has also served as chief financial officer
of McKesson Medication Management Inc. and Meris Laboratories Inc.
and held senior financial leadership positions with EPS Solutions
Corporation and WellPoint Health Networks Inc.  Mr. Brodeur is a
certified public accountant who began his career at Ernst & Young.

                     About MedicalCV Inc

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
(OTC BB: MCVI.OB) -- http://www.medcvinc.com/-- is a medical  
device company that develops, manufactures and sells laser-based
surgical ablation systems to create precise, clinically relevant
lesions, or scars, in soft tissue and in cardiac tissue.  The
company's core products are the SOLAR(TM) and ATRILAZE(TM)
Surgical Ablation Systems for use in soft and cardiac tissue
ablation procedures, respectively.  The ATRILAZE(TM) System has
been utilized in concomitant open-heart and, by some
cardiothoracic surgeons, in minimally invasive cardiac surgery
procedures.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Minneapolis-based Laurie Besikof Lapidus & Company LLP expressed
substantial doubt about MedicalCV Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended April 30, 2007, and 2006.  The
auditing firm reported that the company has incurred operating
losses and negative cash flows from operations in recent years and
will require additional funds to finance its working capital and
capital expenditure needs.


MEDICALCV INC: Posts $3.4 Million Net Loss in Qtr. Ended July 31
----------------------------------------------------------------
MedicalCV Inc. incurred a net loss of $3.4 million in the three
months ended July 31, 2007, a decrease from the $4.1 million net
loss reported in the same period last year, mainly due to a
decrease in operating expenses, partly offset by an increase in
interest expense.  

The company reported sales of $23,200 in the three months ended
July 31, 2007, compared to $0 in the same period in the prior
fiscal year.  These resulted from sales of the company's ATRILAZE
System single-use medical device.  

Sales and marketing expenses decreased from $390,682 to $290,833 .  
General and administrative expenses decreased from $2.2 million to
$1.3 million.  Research and development expenses decreased from
$1.6 million to $1.2 million.

Interest expense increased from $37,235 in the three months ended
July 31, 2006, to $751,577 in the three months ended July 31,
2007.

At July 31, 2007, the company has total outstanding contractual
obligations of approximately $22.2 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?236f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Minneapolis-based Laurie Besikof Lapidus & Company LLP expressed
substantial doubt about MedicalCV Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended April 30, 2007, and 2006.  The
auditing firm reported that the company has incurred operating
losses and negative cash flows from operations in recent years and
will require additional funds to finance its working capital and
capital expenditure needs.

                     About MedicalCV Inc

Headquartered in Inver Grove Heights, Minnesota, MedicalCV, Inc.
(OTC BB: MCVI.OB) -- http://www.medcvinc.com/-- is a medical  
device company that develops, manufactures and sells laser-based
surgical ablation systems to create precise, clinically relevant
lesions, or scars, in soft tissue and in cardiac tissue.  The
company's core products are the SOLAR(TM) and ATRILAZE(TM)
Surgical Ablation Systems for use in soft and cardiac tissue
ablation procedures, respectively.  The ATRILAZE(TM) System has
been utilized in concomitant open-heart and, by some
cardiothoracic surgeons, in minimally invasive cardiac surgery
procedures.


MERRILL LYNCH: Moody's Puts Prov. Low-B Ratings to Six Certs.
-------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
securities to be issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates, Series 2007-Canada
23.

-- Class A-1, $56,817,000, rated (P)Aaa
-- Class A-2, $129,160,000, rated (P)Aaa
-- Class A-3, $153,822,000, rated (P)Aaa
-- Class A-J, $31,856,000, rated (P)Aaa
-- Class B, $9,026,000, rated (P)Aa2
-- Class C, $10,619,000, rated (P)A2
-- Class D-1, $12,210,000, rated (P)Baa2
-- Class D-2, $1,000, rated (P)Baa2
-- Class E-1, $4,247,000, rated (P)Baa3
-- Class E-2, $1,000, rated (P)Baa3
-- Class F, $4,247,000, rated (P)Ba1
-- Class G, $1,699,000, rated (P)Ba2
-- Class H, $850,000, rated (P)Ba3
-- Class J, $1,274,000, rated (P)B1
-- Class K, $1,062,000, rated (P)B2
-- Class L, $1,274,000, rated (P)B3
-- Class XP-1, $\u2022*, rated (P)Aaa
-- Class XP-2, $\u2022*, rated (P)Aaa
-- Class XC, $424,749,215*, rated (P)Aaa

* Initial Notional Amount


NASDAQ STOCK: Likely to Close LSE Stake Deal with Qatar This Week
-----------------------------------------------------------------
Nasdaq Stock Market Inc. is expected to close a the sale of its
31% London Stake Exchange stake to Qatar Investment Authority this
week, various reports say.

Sources relate that the government of Qatar offered GBP2.8 billion
or $5.6 billion last week for Nasdaq's LSE stake, valued at
GBP856 million or $1.72 billion.

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Nasdaq's Board of Directors authorized the company to explore
alternatives to divest its LSE stake (61.3 million shares) after
Nasdaq failed in its bid to takeover LSE.  LSE shareholders
rejected Nasdaq's $5.3 billion bid on Feb. 10, 2007.

In addition, Singaporean investment firm Temasek Holdings Ltd.
denies participating in the LSE bid, stating that their name had
been used in an unprofessional manner, papers relate.

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

                          *     *     *

In February 2007, Moody's Investors Service placed The NASDAQ
Stock Market Inc.'s long-term corporate family rating at Ba3 with
a negative outlook.  In November 2006, Standard & Poor's rated the
company's long-term local and foreign issuer credits at BB with a
stable outlook.  Both ratings still apply to date.


NASDAQ STOCK: Mulls Sale of Assets to Bolster OMX AB Purchase
-------------------------------------------------------------
Nasdaq Stock Market Inc. is contemplating a sale of assets to
increase its likelihood of buying Nordic exchange operator OMX AB,
Reuters reports.

Nasdaq, sources say, has offered $3.7 billion in cash and shares
to buy OMX, against a rival $4 billion cash offer from Borse
Dubai.

As reported in the Troubled Company Reporter on Aug. 22, 2007,
NASDAQ's offer includes a substantial portion of NASDAQ shares,
giving OMX shareholders a 28% stake in the combined company,
NASDAQ OMX Group, and the opportunity to participate in the
resulting long-term value creation opportunity.  

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

                          *     *     *

In February 2007, Moody's Investors Service placed The NASDAQ
Stock Market Inc.'s long-term corporate family rating at Ba3 with
a negative outlook.  In November 2006, Standard & Poor's rated the
company's long-term local and foreign issuer credits at BB with a
stable outlook.  Both ratings still apply to date.


NATIONAL EASTERN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: National Eastern Corporation
        7 West Main Street
        Plainville, CT 06062

Bankruptcy Case No.: 07-21290

Chapter 11 Petition Date: September 17, 2007

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtor's Counsel: Anthony S. Novak, Esq.
                  Chorches & Novak, P.C.
                  1331 Silas Deane Highway, Suite 202
                  Wethersfield, CT 06109
                  Tel: (860) 257-1980

Total Assets: $20,786,808

Total Debts:  $15,398,616

Debtor's List of its 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
First City Financial           Guarantor                $5,553,036
Wamco 30, Ltd.
P.O. Box 30018
Hartford, CT 06150

Cinabro Corporation            Debt                       $568,000
40 East Dudley Road
Bloomfield, CT 06002

Carboline                      Supplies                   $254,350
P.O. Box 931942
Cleveland, OH 44193

IMC                            Services                   $106,384

Premium Financing Specialists  Insurance                   $71,258

Nefco Corporation              Supplies                    $59,350

Arthur J. Gallagher & Co.      Supplies                    $33,612

Ace USA                        Claims                      $15,460

Rogin, Nassau, Caplan          Legal Fee                   $10,000

Neubig Farms                   Services                     $9,800

Abco Welding and               Supplies                     $7,862
Industrial Supplies

Airgas East                    Supplies                     $6,294

CME Associates, Inc.           Services                     $5,736

Massachusetts State Police     Services                     $5,632

Infra Metals                   Supplies                     $5,016

Genphil, Inc.                  Supplies                     $3,842

Klein-Farris Co., Inc.         Supplies                     $3,685

Toce Brothers                  Goods                        $3,441

New England Lift Systems       Services                     $3,392

Beacon Light &  Supply Co.     Supplies                     $2,402


NETWOLVES CORPORATION: October 1 Set as General Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida set
Oct. 1, 2007, as the last day for all parties holding claims
against NetWolves Corporation and its debtor-affiliates to file
their proofs of claims.

Written proofs of claims must be delivered to:

               Clerk, U.S. Bankruptcy Court
               Sam. M. Gibsons, U.S. Courthouse
               801 North Florida Avenue, Suite 727
               Tampa, FL 33602

Copies of the proofs of claims must also be delivered to:

               David S. Jennis, Esq.
               Chad S. Bowen, Esq.
               Jennis Bowen & Brundage, P.L.
               400 North Ashley Drive, Suite 2540
               Tampa, FL 33602
               Tel: (813) 229-1700
               Fax: (813) 229-1707

Based in Tampa, Florida, NetWolves Corporation (Other OTC:
WOLV.PK) -- http://www.netwolves.com/-- is a telecommunications  
and Internet-managed services provider that delivers managed
services to more than 1,000 customers.  As a neutral FCC-licensed
carrier with a proprietary network communications and management
infrastructure, NetWolves provides a cost-effective, comprehensive
and reliable network communications service.  Some of NetWolves'
customers include General Electric, University of Florida, McLane
Company, JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NUTRITIONAL SOURCING: Kay Scholer Approved as Bankruptcy Counsel
----------------------------------------------------------------
The Honorable Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware gave Nutritional Sourcing Corporation
and its debtor-affiliates permission to employ Kay Scholer LLC as
their bankruptcy counsel.

As reported in the Troubled Company Reporter on Aug. 9 2007, Kay
Scholer is expected to:

    a. advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their business and
       properties;

    b. attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

    c. advise and consult the Debtors regarding the conduct of the
       cases, including all of the legal and administrative
       requirements of operating in chapter 11;

    d. advise the Debtors on matters relating to the evaluation of
       the assumption, rejection or assignment of unexpired leases
       and executory contracts;

   e. advise the Debtors with respect to legal issues arising in
       or relating to the Debtors' ordinary course of business,
       including attendance at senior management meetings,
       meetings with the Debtors' financial advisors, meetings of
       the board of directors and committees, and advice on
       employee, workers' compensation, employee benefits,
       executive compensation, tax, banking, insurance,
       securities, corporate, business operation, contracts,
       joints ventures, real property, press or public affairs,
       litigation and regulatory matters, and advise the Debtors
       with respect to continuing disclosure and reporting
       obligations if any, under securities laws;

    f. take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the debtors may be involved and objections to claims
       filed against the estates;

    g. advise the Debtors with respect to the sale of their
       assets;

    h. negotiate and prepare the Debtors' plan of reorganization,
       disclosure statement and all related agreements or
       documents and take any necessary action on behalf of the
       Debtors to obtain confirmation of the plan;

    i. prepare on the Debtors' behalf all petitions, motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of their estates;

    j. attend meetings with third parties and participate in
       negotiations with respect to these matters;

    k. appear before the Court, any appellate courts, and the
       Office of the U.S. Trustee, and protect the interests of
       the Debtors' estates before these courts and the Office of
       the U.S. Trustee; and

    l. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their chapter 11 cases to bring the cases to a
       conclusion.

The Debtors disclosed that professionals of the firm bill:

             Designation                    Hourly Rate
             -----------                    -----------
             Partners                       $570 - $830
             Counsel                        $525 - $625
             Associates                     $255 - $595
             Legal Assistants               $130 - $255

Michael B. Solow, Esq., a member at Kay Scholer, assured the Court
that firm does not represent any interest adverse to the Debtor or
its estate.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and   
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  An Official Committee of Unsecured Creditors
has been appointed in this case.  When the Debtors filed for
protection from their creditors, they listed estimated assets
and debts between $1 million and $100 million.


NUTRITIONAL SOURCING: Pepper Hamilton Okayed as Delaware Counsel
----------------------------------------------------------------
The Honorable Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware gave Nutritional Sourcing Corporation
and its debtor-affiliates permission to employ Pepper Hamilton LLP
as their Delaware counsel.

As reported in Troubled Company Reporter on Aug. 10, 2007,
Pepper Hamilton is expected to:

    a. assist Kay Scholer LLC in representing the Debtors;

    b. advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their business and
       properties;

    c. attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

    d. advise and consult the Debtors regarding the conduct of the
       cases, including all of the legal and administrative
       requirements of operating in chapter 11;

    e. advise the Debtors on matters relating to the evaluation of
       the assumption, rejection or assignment of unexpired leases
       and executory contracts;

    f. advise the Debtors with respect to legal issues arising in
       or relating to the Debtors' ordinary course of business,
       including attendance at senior management meetings,
       meetings with the Debtors' financial advisors, meetings of
       the board of directors and committees, and advice on
       employee, workers' compensation, employee benefits,
       executive compensation, tax, banking, insurance,
       securities, corporate, business operation, contracts,
       joints ventures, real property, press or public affairs,
       litigation and regulatory matters, and advise the Debtors
       with respect to continuing disclosure and reporting
       obligations if any, under securities laws;

    g. take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       their behalf, the defense of any actions commenced against
       those estates, negotiations concerning all litigation in
       which the debtors may be involved and objections to claims
       filed against the estates;

    h. advise the Debtors with respect to the sale of their
       assets;

    i. negotiate and prepare the Debtors' plan of reorganization,
       disclosure statement and all related agreements or
       documents and take any necessary action on behalf of the
       Debtors to obtain confirmation of the plan;

    j. prepare on the Debtors' behalf all petitions, motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of their estates;

    k. attend meetings with third parties and participate in
       negotiations with respect to these matters;

    l. appear before the Court, any appellate courts, and the
       Office of the U.S. Trustee, and protect the interests of
       the Debtors' estates before these courts and the Office of
       the U.S. Trustee; and

    m. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their chapter 11 cases to bring the cases to a
       conclusion.

The Debtors disclosed that professionals of the firm bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners                      $450 - $690
      Associates                    $250 - $320
      Legal Assistants                 $175

To the best of the Debtors' knowledge, the firm does not represent
any interest adverse to them or their estates.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and   
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts between $1 million and $100 million.


NUTRITIONAL SOURCING: Auction on 14 Grocery Stores Set Today
------------------------------------------------------------
A distribution center and 14 grocery stores will be auctioned
at 10:00 a.m. today, Sept. 19, 2007, at the offices of Pepper
Hamilton LLP, Suite 5100, Hercules Plaza, 1313 Market Street,
in Wilmington, Delaware.

The assets for sale are owned by Pueblo International LLC,
a debtor-affiliate in Nutritional Sourcing Corp.'s bankruptcy
case.

The stalking-horse bidder, Supermercados Econo Inc., offered
to purchase the assets, all located in Puerto Rico, for
$89,750,000 plus assumption of certain executory contracts,
unexpired leases and other liabilities.

Bid deadline was Sept. 14, 2007.  A hearing to consider
the results of the sale will be at 2:00 p.m., on Sept. 24.

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and   
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts between $1 million and $100 million.


ORION DIVERSIFIED: Posts $27,512 Net Loss in Quarter Ended July 31
------------------------------------------------------------------
Orion Diversified Technologies Inc. incurred a net loss of $27,512
in the three months ended July 31, 2007, a reversal of the $1,143
net income reported in the same period last year.

The company reported zero revenues in both periods.

At July 31, 2007, the company's consolidated balance sheet showed
$1.7 million in total assets, $125,460 in total liabilities, and
$1.6 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended July 31, 2007, are available for
free at http://researcharchives.com/t/s?2378

                        Going Concern Doubt

Bloom & Co. LLP, in Hempstead, New York, expressed substantial
doubt about Orion Diversified Technologies Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of the years ended April 30, 2006, and 2005.  The
auditing firm pointed to the company's losses from operations for
several years and net capital deficiency.

                     About Orion Technologies

Based in New York, Orion Diversified Technologies Inc.
(OTC BB: ORDT.OB) was incorporated in 1959.  Previously, the
company was engaged in real estate investment.  Presently Orion
Diversified does not have significant operations.  The company
intends to acquire or merge with a business entity.


PACIFIC LUMBER: Asserts Claim Nos. 551 to 519 are Dischargeable
---------------------------------------------------------------
The Pacific Lumber Company and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Southern District of Texas a
complaint against:

  (1) Richard Wilson,

  (2) Chris Maranto,

  (3) the State of California, by and through Messrs. Wilson &
      Maranto, and

  (4) the United States of America, by and through Messrs.
      Wilson and Maranto,

seeking a declaration that Claims Nos. 511 through 519 are fully
dischargeable under Sections 523(c) and 1141(d) of the Bankruptcy
Code.

Kathryn A. Coleman, Esq., in Gibson, Dunn & Crutcher LLP, in New
York, relates that Claims Nos. 511 through 519 arise out of two
cases brought on behalf of California and the Government by
Messrs. Wilson and Maranto against the Debtors, their ultimate
corporate parent MAXXAM Inc., and its chief executive officer and
chairman of the Board, Charles E. Hurwitz.

The State Qui Tam Action is presently pending in the Superior
Court of the State of California, while the Federal Qui Tam
Action is currently pending in the U.S. District Court for the
Northern District of California.

The Qui Tam Actions assert causes of action under the Federal
False Claims Act and the California False Claims Act.

On July 17, 2007, Messrs. Wilson and Maranto filed Claim Nos. 511
through 519, asserting more than $1,000,000,000 based on same
allegations as asserted in the Qui Tam Actions.

The Qui Tam Claims and the Qui Tam Actions on which they are
based allege that the Debtors obtained money and property by
making false and fraudulent claims and, consequently, the Debtors
are liable for purported damages and losses arising out of the
Debtors' alleged fraud.  

The Debtors deny those allegations.

Section 1141(d)(6) provides that the confirmation of a plan does
not discharge the debt of a corporation "of a kind specified in
paragraph 2(A) or 2(B) of section 523(a) that is owed . . . to a
person as a result of an action filed under subchapter III of
chapter 31 or any similar State statute."  The Claims brought in
the Qui Tam Actions are asserted pursuant to the statutes
referred to in Section 1141(d)(6), Ms. Coleman points out.

All of the Claims in the Qui Tam Actions are purported debts for
money or property obtained through "false pretenses, a false
representation, or actual fraud," and are of the kind specified
in Section 523(a)(2)(A), Ms. Coleman adds.

Ms. Coleman notes that pursuant to Section 523(c), debts of a
kind specified in Section 523(a)(2) are non-dischargeable only if
the Claimants file a timely complaint to determine whether the
debt should be excepted from discharge.  Pursuant to Rule 4007(c)
of the Federal Rules of Bankruptcy Procedure, that complaint must
be filed within 60 days of the first meeting of creditors held
pursuant to Section 341(a) of the Bankruptcy Code.

The Section 341(a) Meeting in the Debtors' cases was held on
May 2, 2007.  Ms. Coleman reminds Judge Schmidt that the
Claimants did not file a complaint to determine dischargeability
of the Qui Tam Claims prior to the deadline which passed on
July 2, 2007.  The Claimants also failed to file a motion to
extend the deadline within which to file such a complaint before
July 2.

An actual case or controversy exists because, given the size and
nature of the claims, the Debtors can not negotiate, formulate,
solicit or obtain confirmation of a plan of reorganization until
it is determined whether the Qui Tam Claims are dischargeable,
Ms. Coleman emphasizes.

Absent a declaration that the Qui Tam Claims are dischargeable  
and unless the Qui Tam Claims are disallowed, the Debtors assert
that they will denied of the opportunity to reorganize under
Chapter 11.

                      About Pacific Lumber

Headquartered in Oakland, California, The Pacific Lumber Company
-- http://www.palco.com/-- and its subsidiaries operate in
several principal areas of the forest products industry,
including the growing and harvesting of redwood and Douglas-fir
timber, the milling of logs into lumber and the manufacture of
lumber into a variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors' exclusive period to file a chapter
11 plan expires on Sept. 30, 2007  (Scotia/Pacific Lumber
Bankruptcy News, Issue No. 27, http://bankrupt.com/newsstand/or   
215/945-7000).


PAETEC HOLDING: McLeodUSA Deal Prompts S&P to Affirm Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Fairport, New York-based competitive local exchange carrier PAETEC
Holding Corp., including the 'B' corporate credit rating.  The
outlook is positive.
     
The action follows PAETEC's announcement of a definitive agreement
to acquire McLeodUSA Inc. (B-/Negative/--) for $557 million,
including the assumption of $65 million in net debt, in a stock-
based transaction.  The McLeodUSA debt will be repaid at close of
the transaction and S&P will withdraw its ratings on McLeodUSA at
that time.  McLeodUSA is a competitive local exchange carrier
based in Hiawatha, Iowa.
     
Despite the modest improvement in leverage and the expansion of
PAETEC's footprint, estimated operating synergies from the merger
with McLeodUSA will be minimal at $30 million, or 2% of total
revenue, and pro forma margins will be weaker than that of PAETEC
on a stand-alone basis," said Standard & Poor's credit analyst
Allyn Arden.  "Also, the company could experience near-term
integration challenges."
     
S&P's positive outlook was predicated on the belief that
integration risks from the merger of PAETEC and US LEC Corp. were
largely alleviated, which could have resulted in an upgrade in the
near term.  However, the acquisition of McLeodUSA may inhibit
profitability and discretionary cash flow improvement, thus
delaying prospects for an upgrade.

Ratings List

Ratings Affirmed

PAETEC Holding Corp.
Corporate Credit Rating      B/Positive/--
  Senior Secured              B- (Recovery Rating: 5)
  Senior Unsecured            CCC+


PEOPLE'S CHOICE: Panel Wants to Pursue Claims Against Executives
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of People's Choice
Financial Corp. and its debtor-affiliates, in connection with its
investigation of claims, seeks the U.S. Bankruptcy Court for the
Central District of California's authority to take all actions
necessary and appropriate to pursue claims of the Debtors'
estates, including authorizing the Creditors Committee to file
claims against the Debtors' directors and officers and permitting
it to notify the Debtors' directors and officers of claims or of
any circumstances that may reasonably be expected to give rise to
a claim so that the directors and officers may timely send notice
of the claim to their insurance carrier.

The Debtors' and the Creditors Committee's consultants have
projected over $100,000,000 of claims against the Debtors' estates
arising from failed loans.  The Debtors' counsel has informed the
Creditors Committee that they will not investigate the validity of
the claims or pursue the claims because counsel takes direction
from the Debtors' management.  An inherent conflict of interest
exists and it is necessary for a fiduciary to evaluate and pursue
claims for the benefit of all stakeholders in the absence of the
motivation or willingness of the Debtors to do so, Justin E.
Rawlins, Esq., at Winston & Strawn LLP, in Los Angeles,
California, tells the Court.

The Debtors' directors and officers are insureds under a
$90,000,000 pool of directors' and officers' insurance policies
that, subject to their terms, provide insurance for losses
incurred by wrongful conduct.  The insurance policy coverage
terminates on October 3, 2007.  Under one interpretation of the
applicable insurance policy, if the carrier is not timely notified
of potential claims before then, the claims may be barred.  The
Debtors have posited that in order for the Creditors Committee to
give effective notice of claims -- in lieu of the Debtors -- that
the Creditors Committee may be required to obtain Court standing
to pursue claims.

The Creditors Committee believes it is in the best interest of the
estates to conclude its investigation before determining the
nature of any claims and alleging the results of its investigation
in a complaint.  

The Debtors had requested that the Committee's request be filed
under seal so as to avoid the public airing of matters that may or
may not be ultimately pursued.  Given the Court's calendar, Mr.
Rawlins says that it was impossible to meet the schedule for
hearing the request on shortened notice and to obtain a prior
order permitting the request to be filed under seal.  Thus, in
order to accommodate the Debtors' request to the extent
practicable, the Creditors Committee informed the Debtors that it
has determined not to attach the complaint with specific
allegations.

                      About People's Choice

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

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  At
March 31, 2006, the Debtors' balance sheet showed total assets of
$4,711,747,000 and total debts of $4,368,966,000.  The Debtors'
have asked the Court to extend their exclusive period to file a
chapter 11 plan expires to Sept. 28, 2007.  (People's Choice
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PEOPLE'S CHOICE: Wants Matthew Kvarda of Alvarez & Marsal as CFO
----------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Central District of California's
authority to employ Matthew E. Kvarda and Sven Johnson at
Alvarez & Marsal North America, LLC, as officers effective as of
September 10, 2007.

Mr. Kvarda will serve as the Debtors' chief restructuring officer
while Mr. Johnson will act as assistant chief restructuring
officer.

The Debtors previously sought and obtained the Court's permission
to employ A&M as financial advisors.

People's Choice relates that Messrs. Kvarda and Johnson are
currently the Managing Director and the Director of A&M who have
been and actively working with the Debtors.  The appointment will
enable the Debtors to execute their duties in light of the
prepetition resignation of their chief executive officer,
executive vice president of finance, and senior vice president of
finance.

Messrs. Kvarda and Johnson will take on duties as financial
officers of People's Choice and make business decisions on behalf
of the Debtors, subject to the direction of the company's Board of
Directors.

Messrs. Kvarda and Johnson will be paid on an hourly basis
according to Alvarez & Marsal's rate.

Messrs. Kvarda and Johnson will be entitled to indemnification and
are covered under a directors' and officers' liability insurance
policy.

The Debtors are currently seeking to renew or replace their
policy.  The Debtors intend to obtain a policy that would insure
their officers, including Messrs. Kvarda and Johnson, for at least
$5,000,000, with an expiration date of not earlier than Feb. 10,
2008.

The Debtors' existing policy expires by its terms October 10.

In the event that approval of Messrs. Kvarda and Johnson's
engagement would not be obtained prior to the expiration of the
existing policy, Messrs. Kvarda and Johnson may resign as an
officer of the Debtor unless otherwise Messrs. Kvarda or Johnson
agrees to continue his employment.  Messrs. Kvarda and Johnson
are deemed to resign upon the effective date of a Chapter 11 plan
in the Debtors' cases.

The Debtors believe that the employment of Messrs. Kvarda and
Johnson is the best and most cost-efficient option to maximize
the value of the Debtors' assets consistent with the obligations
imposed in the Bankruptcy Code.

                      About People's Choice

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

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No. 07-
10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  At
March 31, 2006, the Debtors' balance sheet showed total assets of
$4,711,747,000 and total debts of $4,368,966,000.  The Debtors'
have asked the Court to extend their exclusive period to file a
chapter 11 plan expires to Sept. 28, 2007.  (People's Choice
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


PINEHURST3 PARTNERS: 4 Mil. Aloe Mundial Stock Sale Set Tomorrow
----------------------------------------------------------------
To satisfy Pinehurst3 Partners Ltd.'s obligations to McMullan
Family Limited Partnership, Bernard Tice and Dennis Spencer,
Pinehurst3's creditors, intend to conduct a public sale of
four million shares of the capital stock of Aloe Mundial Corp.,
a Panama corporation.

AMC controls, through a subsidiary, an aloe vera processing plant
located in Costa Rica.  The AMC stock was pledged by Pinehurst3 to
Messrs. Tice and Spencer as security for indebtedness owed by
Pinehurst3.  

The sale will be held at 10:00 a.m. tomorrow, Sept. 20, 2007, at
the offices of McAfee & Taft, 10th Floor, Two Leadership Square,
in Oklahoma City, Oklahoma.  For more information, contact Ross
A. Plourde at (405) 235-9621.


PLAINS EXPLORATION: Stockholder Meeting Scheduled on September 25
-----------------------------------------------------------------
Plains Exploration & Production Company and Pogo Producing Company
each set Sept. 25, 2007, as the record date for their respective
upcoming stockholder meetings.

At these meetings, the Pogo stockholders will vote on, among other
items, the proposed merger between PXP and Pogo and the PXP
stockholders will vote on, among other items, the issuance of PXP
common stock to Pogo stockholders pursuant to the merger.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops   
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil    
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                        *     *     *

As reported in the Troubled Company Reporter on July 20, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on independent oil and gas company Plains
Exploration & Production Co.  The outlook remains stable.


POGO PRODUCING: Stockholder Meeting Scheduled on September 25
-------------------------------------------------------------
Pogo Producing Company and Plains Exploration & Production Company
each set Sept. 25, 2007, as the record date for their respective
upcoming stockholder meetings.

At these meetings, the Pogo stockholders will vote on, among other
items, the proposed merger between PXP and Pogo and the PXP
stockholders will vote on, among other items, the issuance of PXP
common stock to Pogo stockholders pursuant to the merger.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) - http://www.plainsxp.com/-- is an independent oil    
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                    About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                         *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Pogo Producing Co. remains on CreditWatch with
developing implications following the company's announcement that
it is selling its Canadian oil- and gas-producing subsidiary for
$2 billion.


POINT THERAPEUTICS: Receives Nasdaq Staff Determination Letter
--------------------------------------------------------------
Point Therapeutics Inc. said it received a staff determination
letter on Sept. 12, 2007, from the Listing Qualifications
Department of the Nasdaq Stock Market.  The letter notified the
company that trading of Point’s common stock on the Nasdaq Capital
market will be suspended at the opening of business on Sept. 21,
2007, unless the company requests an appeal of the determination.

The company intends to appeal Nasdaq's determination, which
request must be made no later than 4:00 p.m. Eastern Time today,
Sept. 19, 2007.  Upon receipt of the company's hearing request,
the suspension of Point's common stock will be stayed, pending
Nasdaq's final decision.  There can be no assurance that the
Nasdaq will grant the company's request for continued listing or
that the company will be able to regain compliance with Nasdaq. If
the company does not file a timely request to appeal, its common
stock will be de-listed on Sept. 21, 2007.

As previously reported, Point received a letter from Nasdaq on
March 8, 2007, indicating that the company did not meet the
$1 minimum share price requirement for continued listing set forth
in Marketplace Rule 4310(c)(4).  In the Sept. 12, 2007 letter, the
Nasdaq also cited as a basis for de-listing the company's recent
cessation of its clinical and research operations, which the
Nasdaq believes renders the company a "public shell", or non-
operating company, under Marketplace Rule 4300.  The company
disagrees with the Nasdaq’s characterization of Point as a "public
shell."

                    About Point Therapeutics

Headquartered in Boston, Point Therapeutics Inc. (NASDAQ: POTP) -
- http://www.pther.com/-- is a biopharmaceutical company    
dedicated to developing a family of dipeptidyl peptidase
inhibitors.  Point is currently studying its lead product
candidate, talabostat, in two Phase 3 double blind placebo-
controlled trials in metastatic non-small cell lung cancer and in
a Phase 2 trial in combination with gemcitabine in metastatic
pancreatic cancer.  Point has also studied talabostat in several
Phase 2 trials, including as a single-agent in metastatic
melanoma, in combination with cisplatin in metastatic melanoma and
in combination with rituximab in advanced chronic lymphocytic
leukemia.

                         Going Concern

Ernst & Young LLP raised substantial doubt about the company's
ability to continue as a going concern.  The company has incurred
recurring operating losses and negative cash flows from operating
activities in each of the last five years and has an accumulated
deficit of $91,734,000 as of Dec. 31, 2006, and will be required
to obtain additional funding or alternative means of financial
support, prior to Dec. 31, 2007.


PRG-SCHULTZ: Intends to Redeem $51.5 Million 11% Senior Notes
-------------------------------------------------------------
PRG-Schultz International Inc. initiated the redemption of its 11%
Senior Notes Due 2011, its 10% Senior Convertible Notes Due 2011
and its 9% Series A preferred stock.

The redemption date for the Senior Notes and the Senior
Convertible Notes is Oct. 4, 2007, and the redemption date for the
Series A preferred stock is Oct. 19, 2007.

The current aggregate principal amount outstanding of the Senior
Notes is $51.5 million and of the Convertible Notes is
$55.8 million.  The aggregate liquidation preference of current
outstanding Series A preferred stock is $8.4 million.

As an alternative to redemption, holders of the Senior Convertible
Notes may elect to convert their notes into PRG-Schultz common
shares at a conversion price of $6.50 per share, and holders of
the Series A preferred stock may elect to convert their shares
into PRG-Schultz common shares at a conversion price of $2.84 per
share.  Since PRG Schultz's common stock is currently trading
significantly above these conversion prices, the company expects
that holders of the convertible notes and of the preferred stock
will choose to convert their holdings into common stock rather
than be redeemed.

Holders of record of the Senior Notes and the Senior Convertible
Notes as of close of business on Sept. 1, 2007, are receiving the
September 15 interest payment in accordance with the terms of the
applicable indentures and notes, and as provided in the terms of
the Series A preferred stock, the applicable liquidation
preference increased, effective Sept. 15, 2007, to reflect the
undeclared Series A preferred stock dividend payable on that date.
The new Series A preferred stock liquidation preference is about
$136.87 per share, and as a result each share of Series A
preferred stock is convertible at the option of the holder into
48.186732 shares of the company's common stock until October 18,
2007.

               Financing Pact with Ableco Finance

The company said it has entered into a financing agreement with
Ableco Finance LLC to provide a $96 million senior secured credit
facility which will be used to redeem the Senior Notes and any
Senior Convertible Notes and Series A preferred stock that do not
convert into common stock prior to the applicable redemption
dates.  The facility will also be used to fund the company's
general working capital needs.

The credit facility consists of a $20 million revolving credit
facility, a $45 million term loan, and a delayed funding facility
of up to $31 million to fund the redemption of any convertible
securities that do not convert prior to the redemption dates.  
Funding of the credit facility is subject to various customary
conditions.  The credit facility will mature on the fourth
anniversary of the closing and will replace the company's current
$20 million secured revolving credit facility.

                     About PRG Schultz

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

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

                          *     *     *

As of June 30, 2007, the company's balance sheet showed total
assets of $114.4 million, total liabilities of $177.5 million, and
mandatorily redeemable participating preferred stock of
$8.2 million, resulting in total stockholders' deficit of
$71.3 million.


RADIO ONE: Completes Sale of Various Radio Stations for $104 Mil.
-----------------------------------------------------------------
Radio One Inc. recently completed the sale of radio stations in
Louisville, Kentucky, Dayton, Ohio and Minneapolis, Minnesota for
about $104 million on terms consistent with previous
announcements.

Additionally, the company recently amended its bank credit
facility to, among other things, adjust its covenant levels.

Commenting on these events, Radio One's CEO and President Alfred
C. Liggins, III stated, "The sale of these radio stations has
allowed us to pay down debt and enhance our financial flexibility
while this bank amendment provides further flexibility under our
bank credit agreement.  All of these transactions are beneficial
to shareholders from a variety of perspectives."

                          About Radio One

Headquartered in Lanham, Maryland, Radio One Inc., (NASDAQ: ROIAK
and ROIA) -- http://www.radio-one.com/-- is a radio broadcasting   
company that owns and operates 55 radio stations located in 18
urban markets in the U.S.  Additionally, Radio One owns Giant
Magazine and interests in TV One LLC, a cable and satellite
network programming primarily to African-Americans and Reach Media
Inc., owner of the Tom Joyner Morning Show and other businesses
associated with Tom Joyner.  Radio One also operates the only
nationwide African-American news/talk network on free radio and
programs "XM 169 The POWER," an African-American news/talk
channel, on XM Satellite Radio.

                          *     *     *

As reported in the Troubled Company Reporter, Aug. 22, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lanham, Maryland-based radio broadcaster Radio One Inc.
to 'B' from 'B+'.  The outlook is stable.
     
At the same time, S&P lowered its rating on the company's
$800 million senior subordinated notes to 'CCC+' from 'B-'.  S&P
also affirmed its 'BB-' bank loan rating on Radio One's senior
secured credit facility, two notches above the corporate credit
rating, and recovery rating of '1', indicating S&P's expectation
of very high (90%-100%) recovery in the event of a payment
default.  S&P removed all ratings from CreditWatch.


RALI SERIES: Moody's Rates Class B-1 Certificates at Ba2
--------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RALI Series 2007-QH8 Trust, and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by hybrid adjustable-rate Alt-A
mortgage loans originated by Homecomings Financial, LLC, and other
originators.  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
1.55% to 1.75%.

Primary servicing will be provided by Homecomings Financial, LLC
and GMAC Mortgage LLC.  Residential Funding Company LLC will act
as master servicer.  Moody's assigned Homecomings its top servicer
quality rating of SQ1 as a primary servicer of prime loans.  
Furthermore, Moody's assigned GMAC-RFC its top servicer quality
rating of SQ1 as master servicer.

The complete rating actions are:

RALI Series 2007-QH8 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2007-QH8

-- Class A, Assigned Aaa
-- Class X, Assigned Aaa
-- Class R-I, Assigned Aaa
-- Class R-II, Assigned Aaa
-- Class P, Assigned Aaa
-- Class M-1, Assigned Aa2
-- Class M-2, Assigned A2
-- Class M-3, Assigned Baa2
-- Class B-1, Assigned Ba2


REFCO INC: Litigation Trust Files Suit Against Advisers & Insiders
------------------------------------------------------------------
The Refco Litigation Trusts a filed a lawsuit in New York on
behalf of 75 Foreign Exchange customers charging that Refco Inc.'s
legal and accounting advisers knowingly assisted corrupt Refco
insiders in looting customer assets deposited with Refco.

The lawsuit, filed in New York State Supreme Court, names
Mayer, Brown, Rowe & Maw LLP, Grant Thornton LLP, Ernst & Young
LLP, and the corrupt Refco insiders as defendants.  The lawsuit
seeks over half a billion dollars in damages and penalties for the
defendants' role in committing and aiding in the fraud, breaches
of fiduciary duty, and conversion through which Refco FX customer
funds were misappropriated.

The lawsuit provides a thorough description of the manner through
which the Refco insiders, "with the knowledge, active
participation, and substantial assistance" of Mayer Brown, Grant
Thornton, and Ernst & Young, fraudulently induced FX customers to
entrust their funds with Refco's unregulated broker-dealer, Refco
Capital Markets, and "secretly deployed" these customer assets as
a "personal piggy bank," "to fund other Refco businesses and...
keep the Refco house of cards from collapsing."

As alleged in the complaint, the Refco insiders caused the
customer assets to be "upstreamed," "side-streamed," and "down-
streamed" to other Refco entities that "lacked the intent and/or
the financial wherewithal to repay the siphoned funds" and were
made "without compensation, security or collateral (and) without
assurances that the funds would or could be repaid on demand or at
all by the Refco entities that received them."

The purpose of the entire scheme, the lawsuit alleges, was to
dress up Refco's financial condition so as to allow the Refco's
insiders to sell their interests at fraudulently inflated prices.

Specifically, the lawsuit alleges that:

  * Grant Thornton "completely abandoned its obligations of
    independence, learned first-hand of the fraud, and then
    aided and abetted that fraud by, among other things,
    continuing to provide clean audit opinions in the face of
    grotesque accounting manipulations;"

  * Grant Thornton provided unqualified audit opinions on RCM's
    financial statements despite knowing these statements
    mischaracterized the siphoned customer assets as a
    "receivable from customers" and that the transfers of FX
    customer funds "were simply extractions of money, with no
    collateral," were not made in the "normal course of
    business," and were made to Refco affiliates that "lacked
    the intent and/or the financial wherewithal to repay the
    stolen assets;"

  * Mayer Brown advised Refco and RCM regarding the Refco
    insiders "fraudulent scheme to attract and siphon RCM
    customer funds by purporting to maintain RCM as an
    unregulated offshore broker-dealer despite the fact that
    after closing its Bermuda operations in late 2001, RCM
    conducted all of its activities in the U.S.;"

  * Mayer Brown, "over the course of five years... drafted
    virtually all of the documents for" fraudulent "round trip"
    loan transactions at the end of every relevant reporting
    and audit period (and the unwinding of those transactions
    days later) that were solely designed to conceal Refco's
    trading losses, inflated expenses and uncreditworthy
    financial condition;

  * Ernst & Young willingly "prepare(d) false tax returns," had
    complete knowledge of the scheme and "actively assisted"
    the Refco insiders in hiding Refco's "bad debts,"
    acknowledging internally that it could be "an accessory to
    some type of fraud."

Marc S. Kirschner, Trustee of the Refco Litigation Trusts, said,
"This is the third lawsuit filed by the Refco Litigation Trusts,
which have a broad mandate to pursue claims on behalf of Refco and
its creditors and are committed to achieving a full and speedy
recovery of the massive damages caused to Refco and its creditors
by numerous parties.  The Trusts intend to bring additional
lawsuits, in addition to continuing to vigorously pursuing the
claims it has filed to date, to seek redress for the harm caused
to Refco and its creditors."

The complaint was filed by Quinn Emanuel Urquhart Oliver & Hedges.

                About the Refco Litigation Trusts

The two Refco Litigation Trusts were created under the Refco Plan
of Liquidation, which became effective on December 26, 2006.  Marc
S. Kirschner, the former Chapter 11 Trustee for Refco Capital
Markets LLC, serves as Trustee for the Trusts.  The primary
purpose of the Trusts is to pursue all Refco estate claims and
claims of certain electing creditors against third parties, with
recoveries to be distributed in accordance with the terms of the
Refco Plan of Liquidation.  The Trusts have $25 million of funding
to support their pursuit of such claims.  Since February 2007, the
Trusts have been engaged in a comprehensive investigation of
potential claims against third parties.  The Trusts have now filed
three lawsuits against third parties involved in the Refco frauds.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a     
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


REFCO INC: Former Officers Want Reimbursement of Defense Costs
--------------------------------------------------------------
Tone N. Grant, Robert C. Trosten, and Phillip R. Bennett, as
former officers of Refco Group Ltd., LLC, have filed with the U.S.
Bankruptcy Court for the Southern District of New York a complaint
against Axis Reinsurance Company with respect to payments for
their defense costs.

Mr. Grant, RGL's former president and chief executive officer;
Mr. Trosten, former executive vice-president and chief financial
officer; and and Mr. Bennett, former chairman, president, and
chief executive officer, are defendants in various civil and
criminal proceedings relating to Refco, Inc.'s financial
collapse.  The executives have all pleaded not guilty to federal
charges of fraud, conspiracy and money-laundering.

Axis Reinsurance is the second excess insurer in the "tower" of
directors and officers liability insurance obtained by Refco for
the policy period from August 11, 2005, to August 11, 2006.

The "tower" of D&O Insurance Policies consists of a primary policy
and five excess policies, issued by The U.S. Specialty Insurance
Company, Lexington Insurance Company, Axis, as primary, first
excess, and second excess policies.

Jeffrey T. Golenbock, Esq., at  Golenbock, Eiseman, Assor, Bell &
Peskoe, LLP, in New York, states that the Insureds have requested
the advancement of their defense costs from Axis, which it has
refused to do.  On the other hand, Axis filed a complaint seeking
a declaration that it has no financial obligations in connection
with the underlying actions.

The Court had dismissed the complaint, ruling that Axis is
contractually obligated to advance the defense costs incurred by
the Insureds, and to reimburse the costs they submitted to date.

Mr. Golenbock tells Judge Drain that the Underlying Actions are
proceeding towards trial, and defense costs, which have already
exhausted the Debtors' primary and first excess D&O Insurance
Policies, are rapidly mounting.

Mr. Golenbock also points that the Debtors had paid all the
premiums and performed all the terms and conditions under the
Axis Policy.

Mr. Golenbock contends that an actual controversy exists.

Accordingly, the Insureds seek a declaration, as well as a
permanent injunctive relief, directing Axis to advance the
defense costs in accordance with the Axis Policy.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a     
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported $16.5 billion in assets and $16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.  

On June 5, 2006, three more affiliates filed for chapter 11
protection namely: Westminster-Refco Management LLC, Refco Managed
Futures LLC, and Lind-Waldock Securities LLC.  Refco Commodity
Management Inc., another affiliate, filed for bankruptcy on
Oct. 16, 2006.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates LLC,
on Dec. 15, 2006.  That Plan became effective on Dec. 26, 2006.

Refco Commodity's exclusive period to file a chapter 11 plan
expired on Feb. 13, 2007.  (Refco Bankruptcy News, Issue No. 68;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


SOLUTIA INC: Disclosure Statement Hearing Continued to Sept. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Sept. 20, 2007, at 11:00 a.m., to
consider the approval of the Disclosure Statement filed by
Solutia, Inc., and its affiliates.

The Disclosure Statement hearing started on July 10, 2007.

To recall, Judge Beatty declined to approve at the August 1
hearing the Debtors' fourth amended disclosure statement in light
of the lack of progress made in addressing its deficiencies.  
Judge Beatty charged the Debtors with resolving outstanding
objections to the Disclosure Statement in a consensual manner
before submitting a further revised version for approval.  The
Disclosure Statement hearing was then adjourned to a date to be
determined in the future, as may be required.

On August 9, the Ad Hoc Committee of Solutia Noteholders
delivered a letter to the Court identifying its continuing
objections to the approval of the Disclosure Statement and
providing specific proposed language.

The Noteholders Committee asserted that the Disclosure Statement
remains deficient and fails to contain adequate information.  The
panel has requested, among other things, that:

  (a) the Debtors include disclosure through the projected
      effective date, as well as a range respecting any
      additional administrative claim amount that would accrue
      thereafter if the effective date did not occur as
      projected;

  (b) the Court require a description of the final material
      terms of a certain Chocolate Bayou Settlement, and an
      analysis of its financial impact, be included in the
      Disclosure Statement; and

  (c) the rights offering procedures should be modified to
      provide that the expiration of the exercise period will
      be no earlier than five business days before the
      effective date, and that eligible holders will receive
      notice of the effective date and will be required to
      submit their rights exercise form along with the payment
      of the rights exercise price no earlier than five
      business days before the effective date.

The Noteholders Committee further complained that the Disclosure
Statement fails to disclose, and does not provide, estimates of
the diminishment in recovery by holders of Noteholder Claims,
Class 12, arising from basing the allocation of the rights under
the Rights Offering on an estimate of the aggregate amount of
allowed general unsecured claims rather than the actual amount of
allowed general unsecured claims.

                        About Solutia Inc.

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

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

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007.  The Debtors have asked the Court to extend their
exclusive plan filing period to Dec. 31, 2007.  (Solutia
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOLUTIA INC: Wants Court Nod on Calpine Settlement
--------------------------------------------------
Solutia, Inc., asks the U.S. Bankruptcy for the Southern District
of New York approve its settlement agreement with Calpine Central,
L.P., and Decatur Energy Center, LLC, resolving, among others,
Solutia's objections to DEC's Claim No. 6355, as amended, and
Calpine Central's Claim No. 6354, as amended by Claim No. 14826.

The Agreement also provides for the assumption of an executory
contract between DEC and Solutia for the operation and
maintenance of certain switching station equipment owned by
Solutia at its Decatur, Alabama plant.

Repesenting Solutia, Craig A. Bruens, Esq., at Gibson, Dunn &
Crutcher, LLP, in New York, relates that the Claims total more
than $500,000,000 and are among the largest trade claims asserted
in Solutia's Chapter 11 case.  The Claims are based on damages
allegedly arising from Solutia's rejection of contracts to lease
and maintain electrical generating capacity and to buy steam from
Calpine's natural gas-fueled 700 megawatt combined cycle
cogeneration facility built at Solutia's Decatur, Alabama
facility.

In July 2007, Solutia, with the support of the Official Committee
of Unsecured Creditors, agreed to settle its objections to the
Calpine Claims, resulting in Calpine having an allowed general
unsecured claim of $140,000,000.

Mr. Bruens reminds Judge Beatty that the settlement of Calpine's
claims concludes over 18 months of complex litigation, and was
reached less than two months before the commencement of an
arbitration hearing in Houston, Texas, before a panel of three
arbitrators.

In addition to avoiding the time and expense of continued
litigation, Mr. Bruens points out, the Settlement also provides
certainty as to the amount of Calpine's claims, and allows
Solutia and its creditors to avoid the risks inherent in
litigation involving complicated questions of law and competing
expert opinions predicting events 20 years into the future.

The salient terms of the Settlement are:

  (a) Calpine is granted an allowed $140,000,000 general
      unsecured claim against Solutia's estate, which claim
      will not be subject to any further objection, reduction,
      offset or counterclaim and which will be treated
      similarly to all other allowed general unsecured claims
      against Solutia.

  (b) Solutia and Calpine are released from all causes of
      action and claims relating to certain Steam Sales
      Addendum, the Facility Lease Addendum, the O&M
      Agreement, Calpine's Claims and any other agreements
      between Solutia and Calpine, including agreements between
      Solutia and specified affiliates of Calpine, othe than
      the Settlement and the assumed contracts.

  (c) Calpine and Solutia will assume the existing Third
      Amended Agreement and the Switching Station O&M Agreement.
      Calpine will also be assuming certain other agreements.

  (d) The Settlement resolves the DEC and Calpine Central
      Claims through the granting of the Allowed General
      Unsecured Claim.  Claim No. 6353 is resolved for
      $100,486, and Solutia's Claim No. 5559 against DEC is
      resolved in an unliquidated amount be deeming that both
      claims are withdrawn, with prejudice, on the effective
      date of the Settlement.

  (e) Calpine is permitted to sell or transfer its Allowed
      General Unsecured Claim, subject to (x) a "last look"
      opportunity of Solutia to designate an alternative
      purchaser for the claim for $250,000 in excess of any
      offer to Calpine, and (y) any purchaser or transferree
      agreeing in writing to be bound by the terms of the
      Settlement.

  (f) Calpine has agreed not to vote against and to
      affirmatively support, in a manner consistent with the
      Settlement; Calpine's fiduciary obligations in its own
      Chapter 11 cases; and the Bankruptcy Code, including
      Section 1125 of the Bankruptcy Code, Solutia's Chapter 11
      plan of reorganization so long as the plan is supported
      by Solutia and the Creditors Committee.

                        About Solutia Inc.

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

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

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007.  The Debtors have asked the Court to extend their
exclusive plan filing period to Dec. 31, 2007.  (Solutia
Bankruptcy News, Issue No. 97; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


STIEFEL LAB: Moody's Affirms Corporate Family Rating at B1
----------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Stiefel Laboratories Inc, but changed the rating outlook to
negative from stable.

This rating action follows Stiefel's recent issuance of
$500 million of preferred stock to Blackstone.  Concurrently,
Moody's lowered the rating on the company's first lien senior
secured facilities to B1 from Ba3 in accordance with the
application of Moody's Loss Given Default methodology.  The change
in the rating reflects the decrease in the amount of loss
absorption below the senior secured credit facilities. Moody's
will withdraw the B3 rating on Stiefel's $150 million second lien
loan because it was paid.

The cash infusion from Blackstone improves the company's near-term
liquidity position and reduces cash interest expense. However, the
negative outlook reflects the increase in adjusted leverage at a
time when there are some uncertainties in the core businesses.  
These include weak sales growth in certain products and potential
generic competitors to key Connetics products.  Moody's believes
the company may use the remaining proceeds from the preferred
stock to pursue acquisitions, which could lead to increased
business risk.  The negative outlook also reflects the company's
cash flow coverage of debt metrics, which are currently weak for
the "B1" rating category.

The ratings are principally constrained by the limited scale of
the company, which maps to the "B" rating category and the
considerable financial leverage that was assumed in the
acquisition of Connetics.  The ratings are supported by the
company's diverse product and geographic mix.

Ratings changed:

-- $75 million senior secured first lien revolving credit
    facility, to B1 (LGD3, 47%) from Ba3 (LGD3, 41%)

-- $623 million senior secured first lien term loan, B1 (LGD3,
    47%) from Ba3 (LGD3, 41%)

Ratings affirmed:

-- Corporate Family Rating, B1
-- Probability of Default Rating, B1

Ratings to be withdrawn:

-- $150 million senior secured second lien term loan, B3
    (LGD6, 91%)

The outlook for the ratings is negative.

Headquartered in Coral Gables, Florida, Stiefel Laboratories Inc.
is the largest privately held pharmaceutical company specializing
in dermatological products.  The company develops, manufactures
and markets a variety of prescription and non-prescription
dermatological products, including Duac, Brevoxyl and Physiogel.


SUNCOM WIRELESS: T-Mobile Deal Cues Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the debt of Suncom Wireless Inc
on review for possible upgrade, following the announcement that T-
Mobile USA Inc, a subsidiary of Deutsche Telekom AG, intends to
acquire the company for total consideration of $2.4 billion,
consisting of $1.6 billion in cash and $0.8 billion in net debt.  
The transaction is expected to close in the first half of 2008.  
DT's senior unsecured rating is A3 stable, while T-Mobile is not
rated by Moody's.

On review for possible upgrade:

Issuer: Suncom Wireless, Inc

-- Probability of Default Rating, Placed on Review for
    Possible Upgrade, currently Caa1

-- Corporate Family Rating, Placed on Review for Possible
    Upgrade, currently Caa1

-- Senior Subordinated Regular Bond/Debenture, Placed on   
    Review for Possible Upgrade, currently Caa3, 96 - LGD6

-- Senior Secured Bank Credit Facility, Placed on Review for
    Possible Upgrade, currently B1, 08 - LGD1

-- Senior Unsecured Regular Bond/Debenture, Placed on Review
    for Possible Upgrade, currently Caa2, 63 - LGD4

Outlook Actions:

Issuer: Suncom Wireless, Inc

-- Outlook, Changed To Rating Under Review From Positive

The review of Suncom's ratings will focus on T-Mobile's plans with
regard to the existing Suncom debt.  Both the senior secured term
loan and senior unsecured notes have change of control provisions.  
The term loan is repayable at any time while the senior unsecured
notes are callable in June 2008. Moody's notes that should any of
Suncom's rated debt remain outstanding following the acquisition,
the agency would require sufficient financial information to form
an opinion regarding Suncom's standalone creditworthiness,
otherwise Suncom's ratings will be withdrawn.

Headquartered in Berwyn, Pennsylvania, Suncom Wireless Inc. is a
regional wireless telecommunications service provider operating in
the southeastern US and Puerto Rico.  Suncom is a wholly-owned
subsidiary of Suncom Wireless Holdings Inc.

Headquartered in Bonn, Deutsche Telekom is the leading provider of
wireline and wireless telephony services in Germany.  It is also
one of the leading international providers of wireless services.  
DT is currently 31.70% government-owned (14.83% directly and
16.87% through state-owned investment vehicle KfW).


SUNCOM WIRELESS: S&P Puts B- Credit Rating Under Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Berwyn,
Pennsylvania– based SunCom Wireless Holdings Inc., including the
'B-' corporate credit rating, on CreditWatch with positive
implications.
     
The CreditWatch placement follows T-Mobile USA's definitive
agreement to acquire 100% of the common stock of SunCom for about
$2.4 billion, including the assumption of debt.  T-Mobile USA, a
wholly owned subsidiary of Deutsche Telekom AG (A-/Negative/A-2),
is the fourth-largest wireless carrier in the U.S. SunCom, which
provides wireless services to about 1.1 million customers in parts
of the U.S., Puerto Rico, and the U.S. Virgin Islands, had about
$970 million of debt outstanding at June 30, 2007.
      
"The expanded wireless footprint from the SunCom acquisition will
be strategically important to T-Mobile USA," said Standard &
Poor's credit analyst Richard Siderman.  "As SunCom's assets are
likely to be integrated into T-Mobile's network, we expect to
equalize our ratings on any SunCom debt outstanding after the
acquisition with the ratings on Deutsche Telekom."


SUNNY WAKAR: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunny Pamaswamy De Wakar
        8544 Bauer Drive
        Springfield, VA 22152

Bankruptcy Case No.: 07-12557

Chapter 11 Petition Date: September 17, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  218 North Lee Street, 3rd Floor
                  Alexandria, VA 22314-2631
                  Tel: (703) 683-0075
                  Fax: (425) 952-8213

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                                             Claim Amount
   ------                                             ------------
   Bank of America Credit Card                             $29,242
   P.O. Box 15026
   Wilmington, DE 19850-5726

   F.I.A. Card Services                                    $25,000
   P.O. Box 15026
   Wilmington, DE 19850-5726

   G.C. Services                                            $1,775
   6330 Gulfton
   Houston, TX 77081


TIMKEN COMPANY: Enters Agreement to Acquires Purdy for $200 Mil.
----------------------------------------------------------------
The Timken Company has entered into an agreement to acquire the
assets of The Purdy Corp. for $200 million.  The acquisition will
further expand the growing range of power-transmission products
and capabilities Timken provides to the aerospace market and is
expected to be accretive to earnings during the first year of
ownership.

The Purdy Corp.'s expertise includes design, manufacturing,
testing, overhaul and repair of transmissions, gears, rotor-head
systems and other high-complexity components for helicopter and
fixed-wing aircraft platforms.  Founded in 1946, Purdy is based in
Manchester, Connecticut, employs more than 200 people and had 2006
sales of approximately $87 million.

"The combination of Purdy's technology, manufacturing expertise
and strong customer base make it an excellent fit with Timken's
growing aerospace business," J. Ron Menning, president - aerospace
and defense, said.  "As we accelerate our growth in this strategic
market, we plan to add capacity and capabilities to expand the
range of power-transmission products and services we can offer to
create value for Timken's global customers."

The transaction is subject to customary closing conditions,
including expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.  Timken expects the transaction to close in the fourth
quarter of 2007.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries Moody's Ba1 Long-Term Corporate
Family, Senior Unsecured Debt and Probability-of-Default
Ratings.  Moody's said the outlook was stable.


TODD MCFARLANE: Plan Confirmation Hearing Moved to October 9
------------------------------------------------------------
The Honorable Charles G. Case II of the United States Bankruptcy
Court for the District of Arizona continued to Oct. 9, 2007, at
2:00 p.m., the hearing to consider confirmation of Todd McFarlane
Productions Inc.'s Third Amended Chapter 11 Plan of
Reorganization.

Judge Case originally scheduled the Debtor's Plan confirmation
hearing on Sept. 9, 2007.

As previously reported in the Troubled Company Reporter on June
26, 2007, the Court entered an order approving the Debtor's
Disclosure Statement.

                           Plan Funding

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

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

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

(iii) Gaiman Insurance Proceeds and Gaiman Litigation Bond.

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

                         Twist Settlement

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

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

                        Treatment of Claims

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

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

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

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

Holders of Indemnity Claims will be paid in full.

Equity Interest holders will remain in full force and effect.

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

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


TPF II: Moody's Rates Proposed $180 Million Term Loan at Ba3
------------------------------------------------------------
Moody's Investors Service assigned a senior secured rating of Ba3
to TPF II LC LLC's proposed $180 million term loan due 2014 and
$40 million working capital facility due 2014.  The outlook is
stable.

Proceeds from the credit facilities, along with about
$148 million of equity from TPF II L.P. will be used to finance
the acquisition by the Sponsor of two gas-fired generating
facilities in Illinois from affiliates of ArcLight Capital
Partners LLC, DTE Energy Services Inc, and Tyr Capital LLC.  The
funds will also be used to pre-fund a debt service reserve account
and for transaction costs.  The aggregate generating capacity of
the two facilities is 984 MW, consisting of the 656 MW Lincoln
Generation Facility and the 328 MW Crete Generation Facility.

The rating reflects the relatively high business risk associated
with simple-cycle natural gas peaking assets with high marginal
costs as demonstrated by heat rates at about 12,000 Btu/kWh.  The
facilities are expected to run only during peak hours subject to
seasonal demand and weather driven volatility.  This risk is
offset by the benefits provided by capacity contracts that
partially support the cash flows during the early years, the
ability for the passets to participate in the PJM nterconnection's
Reliability Pricing Model capacity market structure and a
manageable debt load resulting in relative strong credit metrics,
which are consistent with the rating category.

The Lincoln facility operates under a tolling agreement with
Exelon Generation Company that runs through May 2011, and the
Crete facility operates under a tolling agreement with DTE Energy
Trading Inc, that expires in May 2008.  After the expiration of
their tolling agreements, both facilities are expected to benefit
from capacity revenues from the PJM Interconnection's RPM market
structure, which is expected to reduce a degree of the cash flow
volatility that would otherwise adversely impact merchant peakers.  
The PJM market capacity price is set by an auction process under a
regulatory market design with a pricing structure envisioned to
encourage new entry of generating capacity when reserve margins
fall to a target minimum level of reliability.

The Lincoln and Crete facilities operate in the PJM West market
region in the Commonwealth Edison Northern Illinois market sub
region, where reserve margins are expected to tighten.  Under
PJM's market design, the capacity prices are set three years prior
to delivery, ensuring a degree of predictability for the Project's
cash flows once fully merchant.  It is Moody's expectation that
the contractual capacity margins and the subsequent RPM based
capacity margins will provide over 90% of the Project's ongoing
cash flows, providing a degree of stability for debt service.

The rating is also constrained by the unproven nature of PJM's
capacity auctions with only two auctions held so far for the
2007/2008 and 2008/2009 planning years.  The rating further
incorporates the potential uncertainty in Illinois surrounding
retail rate making and the lack of clarity on how this may impact
the wholesale market in Illinois.

The rating reflects a financing structure with about 55% of debt
(or about $183/kw), in view of the meaningful level of Sponsor
equity of about $148 million funding the estimated
$316 million cash acquisition price.  The rating also reflects the
expected operational oversight to be provided by Tenaska and its
track record as a highly experienced and proven developer and
operator in this market sector.

Given the comparatively lower debt load, the project's credit
metrics compare favorably with other gas-fired merchant generating
projects rated by Moody's in the low Ba rating level.  Based on
various capacity price, energy price and dispatch scenarios
analyzed by Moody's, the project's DSCRs can be reasonably
expected to remain in excess of 1.8x in each year.

However, because the debt service coverage ratio reflects only a
minimum 1% amortization, Moody's views the ratio of funds from
operations to total debt as a more relevant metric.  The FFO to
debt ratio is expected to be in the range of about 10% to 15% for
the first five years of the project under various reasonable
downside scenarios.  Moody's anticipates refinancing risk to be
manageable as a significant degree of debt pay down can be
expected in view of the project's cash sweep mechanism even under
a number of downside scenarios analyzed by Moody's.

The Ba3 rating incorporates the project finance structural
features benefiting the lenders.  The financing structure
incorporates a project style cash waterfall payment mechanism that
will be administered by the collateral agent.  The ratings reflect
the inclusion of a 6-month debt service reserve that will be
supported through the posting of a letter of credit under the
working capital facility.  Additional liquidity is available
through the $40 million working capital facility, which will be
used to meet letter of credit requirements for the existing
offtake contracts and for working capital needs.

The Ba3 rating also reflects the inclusion of an initial 100% cash
sweep, which may be lowered to a 75% sweep in the event that the
project's leverage ratio is below 3 times.  The structure also
includes a $3 million annual management fee and a provision for
equity partnership level income tax payments that will be
subordinated to the projects operating costs and debt service in
the waterfall.  Additionally, the structure is ring fenced through
the inclusion of an independent director, providing additional
protection against potential upstream leverage.

The assigned ratings are predicated upon the final structure and
documentation being consistent with Moody's current understanding
of the transaction.

TPF II, LC, LLC is a wholly owned subsidiary of TPF II, LP, which
is Tenaska's second generation private equity fund focused on the
energy industry.  TPF II, LP's sponsors are the employee-owners of
Tenaska, which is one of the largest privately owned independent
power developers in the U.S., having developed about 8,000 MW of
gas-fired electric generating facilities.


TRIAXX FUNDING: Moody's Reviews Note's Ratings and May Downgrade
----------------------------------------------------------------
Moody's Investors Service took these rating actions on the
Mezzanine Term Notes issued by Triaxx Funding High Grade I, Ltd.

-- $80,000,000 Class B-1 Mezzanine Floating Rate Notes Due
    2047

    Prior Rating: Aaa

    Current Rating: Aaa (on review for possible downgrade)

-- $41,000,000 Class B-2 Mezzanine Floating Rate Notes Due
    2047

    Prior Rating: Aaa

    Current Rating: Aaa (on review for possible downgrade)

-- $149,375,000 Class C Mezzanine Floating Rate Deferrable
    Interest Notes Due 2047

    Prior Rating: A1

    Current Rating: Ba2 (on review for possible downgrade)

-- $8,000,000 Class D Mezzanine Floating Rate Deferrable
    Interest Notes Due 2047

    Prior Rating: Baa2

    Current Rating: B2 (on review for possible downgrade)

Moody's rating action reflects a reduction of repo lines, a
deterioration of the market value of Triaxx Funding's portfolio
and the potential impact of crystallised losses on the Mezzanine
Term Notes following asset sales.  Moody's review will focus on
the liquidity of the remaining portfolio supporting the Mezzanine
Term Note ratings.

Moody's notes that the rating action takes into account the
current stressful market conditions.  While the underlying assets
of Triaxx Funding remain highly rated, the unprecedented
illiquidity in the market for mortgage backed securities has
created a high level of uncertainty around the valuation of the
assets, which makes it difficult to assess the probability of the
manager achieving certain prices.


TUPPERWARE BRANDS: Moody's Rates $750 Million Facilities at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Tupperware
Brands Corporation proposed senior secured credit facilities,
consisting of a $200 million revolving credit facility and a
$550 million term loan A, both due 2012.  Moody's also affirmed
the company's Ba2 corporate family rating and Ba3 probability of
default rating, and changed the outlook to positive from stable.

The company will primarily use proceeds from the new credit
facility to refinance the existing credit facility.  The
transaction is not expected to increase pro forma debt levels.
These ratings are subject to review of final documentation.

Ratings assigned:

-- $200 million senior secured revolving credit facility due
    2012 at Ba1 (LGD2, 22%);

-- $550 million senior secured term loan A due 2012 to Ba1
    (LGD2, 22%).

Ratings affirmed:

-- Corporate family rating at Ba2;
-- Probability of default rating at Ba3.

Ratings to be withdrawn at closing of new credit facilities:

-- $200 million senior secured revolving credit facility due
    2010 at Ba1 (LGD2, 25%);

-- $601 million senior secured term loan due 2012 to Ba1
    (LGD2, 25%).

Tupperware's Ba2 rating is driven by its moderate leverage,
favorable positions in attractive direct selling markets, a
portfolio of recognized brand names, excellent geographic
diversification, and a substantial base of independent sales
consultants that provides a significant platform for growth.
Notwithstanding these positives, the rating also reflects the
company's moderate scale and relatively narrow product
diversification.

The rating also considers ongoing growth challenges of the direct
selling model in mature markets (Europe and the U.S.), exposure to
raw material and currency price volatility, sensitivity to
discretionary spending trends, competition from traditional retail
and direct selling, and the potential for future acquisitions.

"The positive outlook reflects Moody's expectation that Tupperware
will continue to expand revenues, sustain its favorable operating
performance, and focus on debt reduction such that credit metrics
will further improve from current levels" stated Moody's Analyst
Daniel Marx.

Headquartered in Orlando, Florida, Tupperware Brands Corporation
is a seller of premium food storage, preparation, and serving
items.  Tupperware reported revenues of
$1.8 billion for the twelve months ended June 2007.


UNION STAMPING: PBGC Assumes Pension Plan for 760 Plant Workers
---------------------------------------------------------------
The Pension Benefit Guaranty Corporation has assumed
responsibility for the underfunded pension plan covering about 760
workers of the Union Stamping & Assembly Inc.'s plant located in
South Charleston, West Virginia.

The PBGC stepped in because the company’s pension plan was
abandoned following the sale of substantially all of Union
Stamping’s assets during its bankruptcy proceedings.  The pension
plan also lacked sufficient assets to pay benefits to all plan
participants.

Union Stamping retirees will continue to receive their monthly
benefit checks without interruption, and other workers will
receive their pensions when they are eligible to retire.

According to PBGC estimates, the Union Stamping & Assembly Inc.
South Charleston Plant Pension Plan for Hourly-Paid Employees is
47 percent funded, with a little more than $1.5 million in assets
to cover more than $3.2 million in benefit liabilities.  The
agency expects to be responsible for the entire $1.7 million
shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which terminated as of
Oct. 31, 2006.  The PBGC became trustee of the plan on Aug. 13,
2007.  Assumption of the plan's unfunded liabilities will have no
material effect on the PBGC's financial statements, according to
generally accepted accounting principles.

Under federal pension law, the maximum guaranteed pension at age
65 for participants in plans that terminated in 2006 is $47,659
per year.  The maximum guaranteed amount is lower for those who
retire earlier or elect survivor benefits.  In addition, certain
early retirement subsidies and benefit increases made within the
past five years may not be fully guaranteed.

Retirees of Union Stamping who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit. Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all plan participants.  Workers and
retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  TTY/TDD  
users should call the federal relay service at 1-800-877-8339 and
ask to be connected to 800-400-7242.

                         About The PBGC

The Pension Benefit Guaranty Corporation is a federal corporation
created under the Employee Retirement Income Security Act of 1974.  
It currently guarantees payment of basic pension benefits earned
by 44 million American workers and retirees participating in over
30,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

                       About Union Stamping

Based in Cleveland, Ohio, Union Stamping & Assembly Inc.,
manufactured hoods, roofs, doors, lift gates and body panel
assemblies for major domestic auto makers.  On Sept. 20, 2006,
Park Corporation and Dynamic Graphics filed an involuntary chapter
11 petition against the company (Bankr. S.D. W. Va. Case No.
06-20586).  On Oct. 3, 2006, the case was converted to a voluntary
chapter 11 case.  On Nov. 7, 2006, the company's assets were sold
to Cleveland-based Park Corp. for $18 million.


URS CORP: S&P to Lower Rating to BB on Deal Completion
------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on San
Francisco–based URS Corp. remain on CreditWatch with negative
implications, where they were originally placed on May 29, 2007.  
Upon completion of the company's acquisition of competitor
Washington Group International Inc., S&P will lower the corporate
credit rating on URS by one notch, to 'BB' from 'BB+'.  The
outlook would be stable.  
      
"Subject to successful completion of the acquisition, the
impending downgrade will reflect the increased leverage and weaker
financial risk profile that URS will carry after the close of its
acquisition of Washington Group, along with increased exposure to
construction risk and integration uncertainties," said Standard &
Poor's credit analyst James Siahaan.  Partially offsetting this is
the combined entity's position as a leading, full-service
engineering and construction firm: The company benefits from good
end-market diversity, evidenced by its competencies in federal
sector-, transportation-, facilities-, and nuclear-related work.
     
The ratings on URS reflect the company's aggressively leveraged
financial risk profile, marked by the company's history of
engaging in large, debt-financed acquisitions.  This is partially
mitigated by the firm's satisfactory business risk profile, marked
by leading positions in engineering and design; broadly
diversified end-market exposure; and increased scope of
operations.


VERIFONE HOLDINGS: Earns $13.4 Million in Quarter Ended July 31
---------------------------------------------------------------
VeriFone Holdings Inc. reported $13.4 million of net income for
the three months ended July 31, 2007, compared to $16.7 million of
net income for the same period in 2006.

The company's net revenues, for three months ended July 31, 2007,
were $231.9 million, 57% higher than the net revenues of
$147.6 million for the comparable period of 2006.  Net revenues
from VeriFone's International business increased 106% while net
revenues from VeriFone's North America business increased 22%.  
The significant increase in net revenues was driven largely by the
acquisition of Lipman Electronic Engineering Ltd., which closed
Nov. 1, 2006.

Gross margins, excluding non-cash acquisition related charges and
stock-based compensation expense, expanded to a record 48.2%, for
the three months ended July 31, 2007, compared to 45.9% for the
comparable period of 2006.  GAAP gross margins for the three
months ended July 31, 2007, declined to 44% from 45% for the three
months ended July 31, 2006, primarily as a result of increased
amortization of purchased technology assets.

GAAP operating expenses for the three months ended July 31, 2007
were $65.5 million compared to $38 million for the comparable
period of 2006.  This increase was primarily due to the Lipman
acquisition and related integration expenses.

"I am extremely pleased to report on another outstanding quarter
as we once again achieved exceptional financial results," Douglas
G. Bergeron, Chairman and Chief Executive Officer, said.  "During
the quarter, we achieved record revenues and record gross and
operating margins, all which led to strong EPS growth," continued
Bergeron.  "Our North American business continued to surge,
growing 9% sequentially.  Our compelling portfolio of wireless
solutions and our strength in emerging markets were also
significant factors driving our success this quarter."

                       About Verifone

VeriFone Inc. is headquartered in Santa Clara, California, and
is a global market leader in the development and sale of point-
of-sale electronic payment systems.  The company has operations
in Argentina, Australia, Brazil, China, France, India, Malaysia,
Poland, the United Kingdom, the United States, among others.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Moody's Investors Service has affirmed the Corporate Family
Rating of B1 of VeriFone and revised the rating outlook to
stable from negative.  At the same time, Moody's assigned
ratings to new bank credit facilities that VeriFone will use to
finance its pending acquisition of Lipman Electronic Engineering
Ltd.


VICORP RESTAURANTS: High Leverage Cues Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded VICORP Restaurants Inc.'s
corporate family rating to Caa1 from B3 and the senior unsecured
notes to Caa2 from Caa1.  At the same time, the SGL-3 speculative
grade liquidity rating was lowered to SGL-4 and the rating outlook
remains negative.  VICORP operates and franchises family-style
restaurants under the brand names Village Inn and Bakers Square.

Moody's previous rating action on VICORP was Feb. 14, 2007 when
the corporate famly rating was downgraded to B3 while the senior
unsecured notes were downgraded to Caa1.  The rating outlook was
revised to negative from stable at that time.

The downgrade of the corporate family rating to Caa1 reflects the
company's increasingly high leverage, poor interest coverage and
negative free cash flow.  The weak credit metrics are driven by
VICORP's sliding operating trends stemming from persistently
negative same store sales and traffic patterns, as well as
escalating cost pressures.

Although the entire family dining category has been plagued by
some unfavorable macro economic environment such as high gasoline
price and consumer scaling back spending, VICORP has in general
underperformed the industry in part due to its lack of brand
strength, relatively small scale and geographic concentration and
somewhat out-dated store bases.  From a metrics standpoint, debt-
to-EBITDA has approached 9x with EBIT-to-interest falling well
below 1x and negative free cash flow as of LTM July 12, 2007, all
commensurate with Caa rating category.

The downgrade to SGL-4 is prompted by the company's weakening
liquidity profile, highlighted by its negative free cash flow and
very tight cushion under its financial covenants under the bank
credit agreement and limited access to its revolving credit
facility.  While the company has indicated that it will continue
to cut back on capital expenditures in the short-term, Moody's
expects that VICORP will likely continue to generate negative free
cash flow considering its weak operating performance and
continuously declining cash flow generation.

Moody's notes, that the company's prospective ability to remain in
compliance with its financial covenants over the next twelve
months is uncertain.  Moody's cautions that continued weak
operating performance may force the company to seek additional
waiver or amendment from its lenders in order to avoid a covenant
breach.  The potential need for further covenant negotiation is
very concerning given the fact that the company already sought
covenant relieves/waivers twice in the past six months.

The negative outlook encompasses the ongoing challenges in the
current operating environment and VICORP's limited prospects for a
near-term rebound in performance.  The outlook also reflects
concern regarding the company's liquidity position given that the
continuation of negative free cash flow generation could result in
further potential covenant violations.

Ratings downgraded with a negative outlook:

-- Corporate family rating to Caa1 from B3 and probability of
    default rating to Caa1 from B3

-- Senior unsecured notes maturing in 2011 to Caa2 (LGD4, 63%)
    from Caa1 (LGD4, 62%)

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

VICORP Restaurants Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  As of July 12,
2007, the company operated 170 Village Inn restaurants and 146
Bakers Square restaurants, and franchisees operated 93 Village Inn
restaurants.  Revenues for the last twelve months were about $478
million.  The corporate family rating is Caa1 and the outlook is
negative.


WAYNESBOROUGH FURNITURE: Case Summary & 35 Largest Creditors
------------------------------------------------------------
Lead Debtor: Waynesborough Furniture, Inc.
             P.O. Drawer D
             Goldsboro, NC 27533-9704

Bankruptcy Case No.: 07-03437

Debtor-affiliate filing separate Chapter 11 petition:

  Entity                                       Case No.
  ------                                             --------
  Terry Davis Cottle, Sr. & Susan Whitford Cottle    07-03436

Type of business: The Debtor provides quality furnishings and
                  military financing.  See
                  http://www.waynesboroughfurniture.com/

Chapter 11 Petition Date: September 17, 2007

Court: Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: Trawick H. Stubbs, Jr.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

                            Estimated Assets       Estimated Debts
                           ----------------        ---------------
Waynesborough Furniture,   $10,000 to              $1 Million to
Inc.                       $100,000                $100 Million

Terry Davis Cottle, Sr.    $10,000 to              $1 Million to
& Susan Whitford Cottle    $100,000                $100 Million

A. Waynesborough Furniture, Inc.'s 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
New Century Bank               Accounts                  $700,000
Attention: Managing Agent      Receivable;
P.O. Box 2670                  securities belonging
Dunn, NC 28335                 to Challenger
                               Resources, L.L.C.

Regions Bank                   Inventory                 $425,000
Attention: Managing Agent
P.O. Box 2153
Birmingham, AL 35287

N.C. Department of Revenue     Sales Tax                 $250,000
Attention: Managing Agent
P.O. Box 25000
Raleigh, NC 27640

Internal Revenue Service       Withholding               $190,000

Checkfree                                                 $88,000

R.B.C. Centura                 Judgment                   $72,459

General Electric               Judgment                   $59,816

K.S. Bank                      Judgment                   $54,192

B.B.&T.                        2006 Lincoln Pickup;       $35,000
                               value of security:
                               $18,000

Pittard Perry & Crone                                     $33,000

M.B.N.A. Business Card                                    $53,000

Sams Club                                                 $69,000

Broyhill Furniture                                        $31,000

B.B.&T. Business Card                                     $26,000

First Citizens                                            $25,000

Bemco Mattress                                            $20,000

First Citizens Bank            Judgment                   $14,500

B. Terry Davis Cottle, Sr. & Susan Whitford Cottle's 18 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citifinancial                  Residence located         $350,000
Attention: Manager or Agent    at 112 Cashwell
P.O. Box 142199                Drive, Goldsboro,
Irving, TX 75014               NC; value of security:
                               $265,000

Regions Bank                   Commercial property       $325,000
Attention: Managing Agent      located at 117 & 119
P.O. Box 2153                  North Center Street,
Birmingham, AL 35287           Goldsboro, NC; value of
                               security: $190,000

Dr. David Tomaszek                                       $200,000
Attention: Managing Agent
7439 Teaswood Drive
Conroe, TX 77304

Regions Bank                   Residence located         $100,000
                               at 112 Cashwell      
                               Drive, Goldsboro;
                               value of security:
                               $265,000; value of
                               senior lien $350,000

R.B.C. Centura Bank                                       $72,459

General Electric                                          $59,816

K.S. Bank                                                 $54,192

First Citizens Bank                                       $43,468

Regions Bank                   Commercial property        $35,000
                               located at 117 & 119
                               North Center Street,
                               Goldsboro, NC; value
                               of security: $190,000
                               value of senior lien:
                               $325,000.00

First Citizens Bank                                       $31,967

Visa                                                      $11,000

Discover                                                  $11,000

Internal Revenue Service                                  $10,000

Master Card                                                $6,000

Wayne Radiologists                                         $3,800

Wayne Memorial Hospital                                    $2,500

Duke Medical Center                                        $2,000

N.C. Department of Revenue                                 $1,000


WHITLATCH & CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Whitlatch & Co.
        8848 Common Boulevard
        Twinsberg, OH 44087

Bankruptcy Case No.: 07-52975

Type of business: The Debtor builds homes and condominiums.
                  See http://www.whitlatch.com

Chapter 11 Petition Date: September 14, 2007

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: James W. Ehrman, Esq.
                  Kohrman, Jackson & Krantz, P.L.L.
                  One Cleveland Center, 20th Floor
                  1375 East Ninth Street
                  Cleveland, OH 44114-1793
                  Tel: (216) 696-8700
                  Fax: (216) 621-6536

Total Assets: $13,445,997

Total Debts:  $11,561,613

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
P.C. Construction, Inc.        trade debt                $200,386
11931 Nottingham Parkway
North Royalton, OH 44133

Don Walter Kitchen Dist.       trade debt                 $65,927
260 Victoria Road
Youngstown, OH 44515

Modern Poured Walls, Inc.      trade debt                 $63,420
P.O. Box 598
Lagrange, OH 44050

Great Lakes Flooring Co.       trade debt                 $44,753

Airtron Heating                trade debt                 $27,025

A.C.'s Drywall                 trade debt                 $24,025

Cleveland Lighting Center      trade debt                 $23,659

Cedar Falls Landscaping, Inc.  trade debt                 $22,000

Daves Construction Co., Inc.                              $17,476

Gerber's Garden Center         trade debt                 $15,985

Guardian Protection Services   trade debt                 $14,377

All Seasons Siding             trade debt                 $13,830

Haynes Plumbing & Heating,     trade debt                 $90,143
Inc.

Lucky Sand & Gravel            trade debt                 $43,273

Maicon Drywall                 trade debt                 $38,397

Parkman Contractors            trade debt                 $13,947

Parma Drywall                  trade debt                 $43,113

R.&R. Interiors, Inc.          trade debt                 $45,390

Sunspot Electric               trade debt                 $27,939

Top Notch Roofing, Siding &    trade debt                 $27,245
Additions, Inc.


WR GRACE: U.S. Trustee Wants Examiner to Probe Tersigni
-------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
U.S. Bankruptcy Court for the District of Delaware to appoint an
examiner to investigate the conduct of L. Tersigni Consulting and
determine whether W.R. Grace & Co. and its debtor-affiliates the
Debtors or the estate have any causes of actions against the firm
as a result of its conduct.

David M. Klauder, Esq., Ms. Stapleton's counsel, relates that in
April 2006, it came to the attention of the Office of the U.S.
Trustee that Loreto Tersigni, the sole owner and principal of L.
Tersigni Consulting, was allegedly marking up time charges on the
firm's fee applications filed in the Debtors' cases and in other
bankruptcy cases where the firm was retained.

Specifically, it was alleged that before filing fee applications
with the Court, Mr. Tersigni would receive internal time records
from employees at the firm who worked on the case.  It was also
alleged that when preparing the firm's fee applications, Mr.
Tersigni would subsequently add on time for services that were
not performed by employees of the firm.  "These actions would
have the effect of improperly raising the fees of [the firm] in
their filed fee applications and causing the estates to pay fees
to [the firm] that were not earned," Mr. Klauder says.

After the U.S. Trustee discovered the information, a preliminary
investigation was initiated, Mr. Klauder relates.  It was
discovered that the fee applications L. Tersigni filed in several
asbestos cases since at least 2002 were padded.  

According to Mr. Klauder, the investigation is incomplete and the
total scope, extent and effect of Mr. Tersigni's conduct has yet
to be determined.  Mr. Klauder says the sustained improper
billing represents a flagrant violation of the firm's fiduciary
obligation to the estate and constitutes an egregious breach of
its duty of candor to the Court.

The U.S. Trustee has filed a similar request in G-I Holdings'
bankruptcy case where Loreto Tersigni also played a role, the
Associated Press reports.  Mr. Tersigni worked on most of the
high-profile asbestos-related bankruptcies of recent years
including those of Owens Corning, USG Corp., and the U.S. unit of
Swiss engineering giant ABB Ltd., and on the ongoing bankruptcies
of Federal-Mogul Corp. and Asarco Inc., the AP added.

Grace spokesman Greg Euston told the AP that "the company has no
knowledge of fraud by Tersigni."

AP notes that "no examiner has yet been requested to investigate
the accounting firm's role advising asbestos claimants in the
Federal-Mogul Corp. bankruptcy.  However, months of Tersigni
bills, which had been submitted to the court for review and
approval, have been withdrawn in both the Federal-Mogul and W.R.
Grace cases."

The AP further reports that Tersigni's firm earned these amounts
from these bankruptcy cases:

  * $5,000,000 from Owens Corning,
  * $4,600,000 from USG Corp.,
  * $3,000,000 from Armstrong, and
  * $576,000 from Combustion Engineering.

"The latest bill in Asarco's case shows a quarterly invoice of
more than $500,000 from the accounting firm," the AP added.

                        About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.
(W.R. Grace Bankruptcy News, Issue No. 137; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WR GRACE: Federal Prosecutors Scolded on Initial Investigation
---------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware said in a hearing that "it was improper for
the federal prosecutors to keep their suspicions about the
Tersigni firm's bills from the judges who were signing off on
them," the Associated Press reported.  

In light of the alleged "padding" of L. Tersigni's professional
bills, the Official Committee of Asbestos Personal Injury
Claimants of W.R. Grace & Co. and its debtor-affiliates has sought
the Bankruptcy Court's approval for the retention of Charter Oak
Financial Consultants, LLC, as replacement of L. Tersigni
Consulting, as its financial advisors.

At the hearing of the PI Committee's retention request, Judge
Fitzgerald also asked why Bradley M. Rapp, a former Tersigni
employee, did not tip her or the PI Committee about his
suspicions.

Mr. Klauder and the PI Committee's counsel, Nathan Finch, Esq.,
said that Mr. Rapp was told by the federal investigators to keep
quiet about the probe, AP adds.  

Judge Fitzgerald directed any bankruptcy professional in any case
before her who suspects wrongful billing practices to alert her,
AP says.  "No one is to prohibit that information to be
communicated to this court," AP quotes Judge Fitzgerald as saying,
adding that the rule applies to federal prosecutors.

                        About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis
Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub,
P.C., represent the Debtors in their restructuring efforts.  The
Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  
(W.R. Grace Bankruptcy News, Issue No. 137; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* Peter Brudenall Joins Hunton & Williams' London Office
--------------------------------------------------------
Hunton & Williams disclosed that Peter Brudenall has joined the
firm as a partner in its Global Technology and Outsourcing
practice, based in London.  Mr. Brudenall joins Hunton & Williams
from UK firm Simmons & Simmons.

"We will continue to strengthen the Global Technology and
Outsourcing practice in London and elsewhere in Europe as global
movement of data and outsourcing is critical to businesses
worldwide," said Martin Thomas, managing partner of Hunton &
Williams-London.  "[Mr. Brudenall] is well known in information
technology and outsourcing circles in Europe and is a key addition
to our office."

Mr. Brudenall will work closely with London-based outsourcing and
privacy partner Bridget Treacy who noted: "Hunton & Williams' key
differentiator in this market lies in the coupling of our
outsourcing experience with the resources of our global
information management team.  Few firms have the depth of
experience to advise on these issues at a truly international
level.  [Mr. Brudenall] will be key to our further expansion."

"[Mr. Brudenall]'s extensive experience in India and other
critical sourcing destinations adds significant depth and breadth
to our menu of services, whether our clients are acquiring or
providing services, establishing a captive, or expanding their
operations globally," added James A. Harvey, who co-heads the
Global Technology and Outsourcing practice for Hunton & Williams.
"[Mr. Brudenall] and [Mr. Treacy] and their London team are a key
asset in our mission to be the provider of choice for clients in
board level, enterprise-wide initiatives that use and move data
and source services around the globe."

Mr. Brudenall's clients include leading global outsourcing vendors
as well as FTSE 100/Fortune 500 companies and financial
institutions.  His recent work has included advising on major
outsourcing projects in the utilities, retail and financial
services sectors. Brudenall is recognised by Chambers 2007 as a
leading individual within the outsourcing field.  He has published
two books: Technology and Offshore Outsourcing Strategies and The
Secure On-Line Business Handbook, and is a frequent lecturer and
widely published on IT-related outsourcing issues.

                     About Hunton & Williams

Hunton & Williams LLP -- http://www.hunton.com/-- provides legal   
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to more than 975 attorneys serving clients in 100 countries
from 19 offices around the world.  While its practice has a strong
industry focus on energy, financial services and life sciences,
the depth and breadth of its experience extends to more than
60 separate practice areas, including bankruptcy and creditors
rights, commercial litigation, corporate transactions and
securities law, intellectual property, international and
government relations, regulatory law, products liability, and
privacy and information management.

Hunton & Williams' Global Technology, Outsourcing and Privacy
Practice group comprises more than 30 professionals in the United
States, Europe and Asia focused on large-scale outsourcing and
technology transactions and privacy and data protection compliance
and counseling.  The group works closely with the firm's Center
for Information Policy Leadership to offer clients integrated
solutions to complex issues presented by cross-border technology
and outsourcing transactions.

The Global Technology, Outsourcing and Privacy Practice group's
most recent work has included representing a Fortune 100 financial
services/insurance company in its multi-shore IT infrastructure
transaction with IBM, valued at about $480 million, including
operations in five countries—one of the largest transaction of its
type in 2006; representing a Fortune 200 financial
services/insurance company in its comprehensive IT infrastructure
transaction with ACS valued at about $380 million, including
network, desktop, help center, telecommunications and data center
services; and representing a major energy company in a
$1.6 billion multiprocess transformation and outsourcing
arrangement with IBM, including all aspects of data center
operations.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Sept. 20, 2007
   BEARD AUDIO CONFERENCES
      Carve-Out Agreements for Unsecured Creditors
         Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lean Transformation at Current and Other Case Studies
         Denver Athletic Club, Denver, Colorado
            Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual New York Distressed Capital Connection
         Roosevelt Hotel, New York, New York
            Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      HealthSouth Turnaround Story with John Whittington
         Summit Club, Birmingham, Alabama
            Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      All Appropriate Inquiry – Phase I Environmental Site
         Assessments Get a Facelift
            Waller Lansden Dortch & Davis PLLC,
               Nashville, Tennessee
                  Contact: http://www.turnaround.org/

Sept. 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      David Johnson, Business Analyst
         DFW Chapter Monthly Meeting
            CityPlace Conference Center, Dallas, Texas
               Contact: http://www.turnaround.org/

Sept. 20-21, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      1st Annual MidAmerica Conference
         Oak Brook Hills Marriott Resort, Oak Brook, Illinois
            Contact: http://www.turnaround.org/

Sept. 21-23, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Management Workshop at BGN Eastern Conference
         Reval Hotel Latvija, Riga, Latvia
            Contact: http://www.turnaround.org/

Sept. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      11th Annual Golf Outing & Fundraiser
         Philadelphia Country Club, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Sept. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Applying Private Sector Principles to the Public Sector:
         The Turnaround of the St. Louis Public School System
            Charlotte City Club, Charlotte, North Carolina
               Contact: http://www.turnaround.org/

Sept. 24-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investment Forum
         The Flamingo, Las Vegas, Nevada
            Contact: http://www.turnaround.org/

Sept. 24-25, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Corporate Recovery Forum
         Alameda Santos, São Paulo, Brazil
            Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Educational & Networking Reception
         TBD, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Event TBA
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Milwaukee Brewers vs. St. Louis Cardinals
         Miller Park, Milwaukee, Wisconsin
            Contact: 815-469-2935 or http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Marriott Westshore, Tampa, Florida
            Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Banana Peels, Bear Traps and Other Hazards for the
         Secured Lender and Other Creditors
            Milleridge Cottage, Jericho, New York
               Contact: http://www.turnaround.org/

Sept. 26, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      5th Annual Networking Session
         NJTMA/NYIC Production "Yesterday, Today & Tomorrow"
            Maplewood Country Club, Maplewood, New Jersey
               Contact: http://www.turnaround.org/

Sept. 26, 2007
   PRACTISING LAW INSTITUTE
      Subprime Mortgage Bankruptcies and the
         Chapter 11 Bankruptcy Uptick
            PLI California Center, San Francisco, California
               Contact: http://http://www.pli.edu//

Sept. 26-27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Florida Annual Golf Tournament
         Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds: Why Should I Care About Them and
         How Do They Affect Me?
         Faegre & Benson, Minneapolis, Minnesota
            Contact: http://www.turnaround.org/

Sept. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         TBA, Arizona
            Contact: http://www.turnaround.org/

Sept. 27-30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      8th Annual Cross Border Business
         Restructuring & Turnaround Conference
            Contact: http://www.turnaround.org/

Oct. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Pittsburgh 4th Annual Golf Outing
         Fox Chapel Golf Club, Pittsburgh, Pennsylvania
            Contact: 412-644-8794 or http://www.turnaround.org/

Oct. 2, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Oct. 4, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Oct. 4, 2007
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
         New York, New York
            Contact: http://www.nyssa.org/

Oct. 5, 2007
   PRACTISING LAW INSTITUTE
      Intercreditor Agreements & Bankruptcy Issues -
         Creating the Best Structures
            University Club, New York, New York
               Contact: http://www.pli.edu/

Oct. 5, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/GULC "Views from the Bench"
         Georgetown University Law Center
            Washington, District of Columbia

Oct. 9-10, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING
      CONFEDERATION
         IWIRC Annual Fall Conference
            Orlando, Florida
               Contact: http://www.iwirc.org/

Oct. 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      81st Annual National Conference of Bankruptcy Judges
         Contact: http://www.ncbj.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Winn Dixie Bankruptcy
         University Club, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Oct. 11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Chuck Bauer - Client Satisfaction
         Dallas Country Club, Dallas, Texas
            Contact: http://www.turnaround.org/

Oct. 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Oct. 12, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Presentation by George F. Will: The Political Argument Today
         Orlando, Florida
            Contact: http://www.ardent-services.com/

Oct. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Educational Program at NCBJ
         Orlando World Marriott, Orlando, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place
            Boston, Massachussets
               Contact: 312-578-6900; http://www.turnaround.org/

Oct. 17, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA Presents Lifetime Achievement Awards to
         Charles C. Crumley and William G. Hays, Jr.
            Cherokee Town Club, Atlanta, Georgia
               Contact: http://www.airacira.org/

Oct. 21-24, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Restructuring and Investing Conference
         Portman Ritz Carlton, Shanghai, China
            Contact: http://www.airacira.org/


Oct. 22-23, 2007
   STRATEGIC RESEARCH INSTITUTE
      9th Annual Distressed Debt - West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.almevents.com/

Oct. 23, 2007
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy
         Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

Oct. 24, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Event - TBA
         McCormick & Schmick's Fresh Seafood Restaurant,
         Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Member Social
         Davenport Press, Mineola, New York
            Contact: 631-261-6296 or http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Capital Markets Case Study
         Seattle, Washington
            Contact: http://www.turnaround.org/

Oct. 25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Oct. 26, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Hotel Adlon Kempinski, Berlin, Germany
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Monthly Luncheon, Carolinas Chapter - Topic TBA
         Sheraton Greensboro Hotel,
            Greensboro, North Carolina
               Contact: http://www.turnaround.org/

Oct. 29, 2007
   FINANCIAL RESEARCH ASSOCIATES LLC
      6th Annual Distressed Debt Summit
         The 3 West Club, New York, New York
            Contact: http://www.frallc.com/

Oct. 30, 2007
   BEARD AUDIO CONFERENCES
      Using Virtual Data Rooms to Expedite M&A
         and Insolvency Proceedings
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Oct. 30, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Crisis Communications With Employees, Vendors and Media
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Nov. 1, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Claims Trading - Issues and Implications
         New York, New York
            Contact: http://www.airacira.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Nov. 1, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBD, Hackensack, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      2007 Newsmaker Dinner with Jean Chretien
         Fairmont Royal York Hotel, Toronto, Ontario
            Contact: http://www.turnaround.org/

Nov. 7, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders Forum
         Milleridge Cottage, Jericho, New York
            Contact: http://www.turnaround.org/

Nov. 12, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Consumer Bankruptcy Conference
         Marriott, Troy, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 13-14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Distressed Debt Symposium
         Jumeirah Carlton Tower, London, United Kingdom
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Mixer
         McCormick & Schmick's, Las Vegas, Nevada
            Contact: 702-952-2480 or http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Aloha Airlines Story
         Bankers Club, Miami, Florida
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia 4th Annual Conference and Gala Dinner
          Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 14, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner
         TBA, South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Nov. 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Portland Holiday Party
         University Club, Portland, Oregon
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 16, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Nov. 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Mixer
         TBA, Vancouver, British Columbia
            Contact: 206-223-5495; http://www.turnaround.org/

Nov. 27, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Real Estate Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

November 26-27, 2006
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT
      Fourteenth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Jumeirah Essex House, New York, NY
               Contact: 800-726-2524; 903-595-3800;
                  http://beardconferences.com

Nov. 29, 2007
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Holiday Gala
         Yale Club, New York, New York
            Contact: http://www.iwirc.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         TBD, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Speaker
         Hilton, Sydney, Australia
            Contact: http://www.turnaround.org/

Nov. 29, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Arizona Chapter Meeting
         Contact: http://www.turnaround.org/

Dec. 5, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Holiday Networking Event with TMA/CFA
         TBA, Philadelphia, Pennsylvania
            Contact: 215-657-5551 or http://www.turnaround.org/

Dec. 6, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Seattle Holiday Party
         Athletic Club, Seattle, Washington
            Contact: 206-223-5495; http://www.turnaround.org/

Dec. 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 10, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Party
         Guy Anthony's Restaurant, Merrick, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 13, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA & CFA
         Georgia Aquarium, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Dec. 19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         TBA, South Florida
            Contact: 561-882-1331; http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         University Club, Jacksonville, Florida

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10-13, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.turnaround.org/

July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China’s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency – Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers—the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today’s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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.

                    *** End of Transmission ***