TCR_Public/070920.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, September 20, 2007, Vol. 11, No. 223

                             Headlines

ABITIBI-CONSOLIDATED: Expects DOJ Approval on Bowater Merger
ACCREDITED HOME: Inks Amended Merger Agreement with Lone Star
ACCREDITED HOME: Inks Amendments to Credit Agreements
ACTUANT CORP: Completes Acquisition of Templeton Kenly for $48MM
ADELPHIA COMMS: Wants to Close 7 More Affiliates' Chapter 11 Cases

ADELPHIA COMMS: Reaches $167.5 Million Settlement with Deloitte
AEP INDUSTRIES: Earns $4.8 Million in Three Months Ended July 31
ALCATEL-LUCENT SA: Revises Full Year 2007 Revenue Outlook
ALERIS INT'L: S&P Rates Proposed $200 Mil. Senior Notes at B-
ALLIANCE MORTGAGE: Tracy Klestadt Appointed as Chapter 7 Trustee

AMERICAN HOME: Court Okays Pact Permitting ABN to Fund Advances
AMERICAN HOME: Servicing Business Bid Deadline Moved to Oct. 2
AMERICAN HOME: Bids for Broadhollow-Melville Loans Due Sept. 25
AMERISTAR CASINOS: Completes $675 Mil. Buyout of Resorts East
AMERISTAR CASINOS: Timothy Wright Named as East Chicago GM

AMP'D MOBILE: Selects LeClair Ryan as Avoidance Action Counsel
AMP'D MOBILE: Court Sets November 29 as General Claims Bar Date
ANIXTER INT'L: Names Dennis Letham as Chief Financial Officer
ASAT HOLDINGS: Pays $6.9 Million in Interest on 9.25% Sr. Notes
ASAT HOLDINGS: Interest Payment Spurs S&P's CCC- Rating

ASPEN TECHNOLOGY: Reports Preliminary Fourth Quarter Results
ASSOCIATED ESTATES: Paying $0.17/Share Dividend on November 1
BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
BLOCKBUSTER INC: Nick Shepherd to Step Down as COO
BLOCKBUSTER INC: Tom Casey Appointed as Chief Financial Officer

BOWATER INC: Expects DOJ Approval on Abitibi Merger
CBA COMMERCIAL: S&P Lowers Rating on Class M-6 Certificates to B
CHAMPIONS BIOTECHNOLOGY: Earns $8,568 in Quarter Ended July 31
CHAPARRAL STEEL: Gerdau Gets Consents from 99.99% of Noteholders
CHEM RX: Acquires Pharmacy Operations of Eden Park's Affiliate

CHIQUITA BRANDS: Eyes Higher Operating Expenses in 2007 3rd Qtr.
COMPTON PETROLEUM: Acquiring WIN Energy for $24 Million
COPYTELE INC: Posts $1.1 Million Net Loss in Qtr. Ended July 31
COUNTRYWIDE FINANCIAL: Plan Seeks to Increase Deposits, WSJ Says
CRAWFORD & CO: S&P Affirms BB- Counterparty Credit Rating

DAWN CDO: S&P Junks Rating on Class B Notes and Removes Watch
DOUGLAS BAKER: Voluntary Chapter 11 Case Summary
DOWNSTREAM DEVELOPMENT: S&P Rates Proposed $197MM Notes at B-
EATON VANCE: S&P Cuts Rating on Class A Notes & Removes Watch
EGRET PROPERTIES: Case Summary & Two Largest Unsecured Creditors

ELECTRO-MECHANICAL: Voluntary Chapter 11 Case Summary
FIRST DATA: S&P Lowers Corporate Credit Rating to B+ from BB+
FLEXTRONICS INT'L: S&P Holds Low-B Ratings and Removes Neg. Watch
FREESCALE SEMICONDUCTOR: S&P Puts BB- Rating Under Negative Watch
GE CAPITAL: Fitch Affirms B- Rating on $5.9MM Class O Certs.

GENERAL MOTORS: Labor Talks Slows Down Over Planned VEBA Trust
GENESCO INC: Shareholders Approve Acquisition by Finish Line
GENESCO INC: UBS Halts Finish Line Deal Pending Additional Info
GERDAU AMERISTEEL: Chaparral Offering Obtains 99.96% Consents
GERDAU AMERISTEEL: S&P Retains Negative Watch on BB+ Rating

GRACE MASTALLI: Case Summary & 18 Largest Unsecured Creditors
GREAT PANTHER: Appoints Charles Brown as Chief Operating Officer
GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Certificates
HILTON HOTELS: Launches Cash Tender Offers for $1.8 Billion Debt
HILTON HOTELS: Stockholders OK Acquisition by Blackstone Group

HOST HOTELS: Paying Common and Pref. Stock Dividends on Oct. 15
ITRON INC: Posts $23.9 Million Net Loss in Quarter Ended June 30
JP MORGAN: S&P Assigns Low-B Ratings on Six Certificate Classes
KEENHOLD ASSOCIATES: Case Summary & Largest Unsecured Creditor
LATTICE INC: June 30 Balance Sheet Upside-Down by $2.4 Million

LE-NATURE'S INC: Giant Eagle May Still Purchase Latrobe Facility
LE-NATURE'S INC: Wachovia Capital Faces Suit Over Debtor's Fall
LEBARON DRYWALL: Judge McDonald Okays Minkemann as Accountant
MANAGER'S RIDGE: Case Summary & Nine Largest Unsecured Creditors
MOVIE GALLERY: Failure to Pay Interests Cue Moody's to Cut Ratings

MSCAN HOLDINGS: Factory Card Merger Cues S&P's Negative Watch
N-45o FIRST: Moody's Affirms Class E Notes' Rating at Ba1
NASDAQ STOCK: Borse Dubai Leads Bid in LSE Stake Sale, WSJ Says
NEONODE INC: Posts $1.7 Million Net Loss in Quarter Ended July 31
NUTRITIONAL SOURCING: U.S. Trustee Appoints 7-Member Committee

NUTRITIONAL SOURCING: Committee Wants FTI as Financial Advisor
NUTRITIONAL SOURCING: Wants Nod on Mesirow Financial as Consultant
OSLO REINSURANCE: New York Court Recognizes Chapter 15 Petition
PARMALAT SPA: Earns EUR244.3 Million for First Half 2007
PITTSBURGH BREWING: Completes Transfer of Assets to Iron City

PLAYTEX PRODUCTS: Discloses Results of Tender Offers
POLY-PACIFIC: Re-Prices $300,000 Private Placement of Debentures
PRUDENTIAL STRUCTURED: Declining Credit Cues S&P to Junk Ratings
QDN LLC: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: Paying $0.42 per Share Cash Dividend on October 15

RH DONNELLEY: Offering $650 Million of Series A-4 Senior Notes   
RITCHIE (IRELAND): Wants Sale of $2.7MM Insurance Policies OK'd
RYERSON INC: Special Stockholders Meeting Scheduled on October 17
SAMSONITE CORP: July 31 Balance Sheet Upside-Down by $223 Mil.
SECUNDA INTERNATIONAL: Moody's to Affirm then Withdraw Ratings

SAKS INC:  Posts $24.6 Million Net Loss in Quarter Ended Aug. 4
SMART ENERGY: Posts $2.6 Million Net Loss in Quarter Ended June 30
SOUNDVIEW HOME: Increased Losses Prompt S&P to Lower Ratings
STEVEN PARKER: Case Summary & 10 Largest Unsecured Creditors
STRUCTURED ASSET: Fitch Rates $6.97MM Class B-8 Certs. at B

SVP HOLDINGS: S&P Holds B+ Rating and Revises Outlook to Negative
TEAMVISION CORP: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Fitch Retains Ratings Under Negative Watch
TRINITY INDUSTRIES: Leldon Echols Joins Audit Team and Board
TRONOX WORLDWIDE: Moody's Affirms Ba3 Corporate Family Rating

TRONOX INC: Weakening Credit Measures Cue S&P to Lower Rating
TRW AUTOMOTIVE: Unit to Buy Delphi Corp.'s North American Brake
URS CORP: Moody's Rates Proposed $2.1 Million Loan at (P)Ba1
VERINT SYSTEMS: Victor DeMarines Joins Board of Directors
VIRAGEN INTERNATIONAL: ViraNative Files for Bankruptcy in Sweden

WENDY'S INTERNATIONAL: More Buyers Lining Up, WSJ Says
WENDY'S INTERNATIONAL: Franchisees Want Say in Sale Proceedings
XEROX CORPORATION: Plans to Acquire Advectis for $32 Million

* Fitch Downgrades Ratings on $1.2 Billion Notes
* US Telecom Companies Has Solid Liquidity, Fitch Says

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

                             *********

ABITIBI-CONSOLIDATED: Expects DOJ Approval on Bowater Merger
------------------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated disclosed
continued progress with the U.S. Department of Justice pertaining
to their proposed combination.  The companies reaffirmed their
expectation that DOJ approval will be obtained within the next few
weeks.  As a result of this timeline, the closing is now
anticipated for early in the fourth quarter.
    
The combined company, AbitibiBowater, will produce a range of
newsprint and commercial printing papers, market pulp and lumber
products.  AbitibiBowater will own or operate 32 pulp and paper
facilities and 35 wood product facilities located in the United
States, Canada, the United Kingdom and South Korea.

                     About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.

                         *      *      *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Fitch Ratings has downgraded Abitibi Consolidated Inc.'s Issuer
Default Rating to 'B-' from 'B+'; senior unsecured debt to 'B-
/RR4' from 'B+/RR4'; secured revolver to 'B/RR3' from 'BB-/RR3'.  
The rating outlook remains negative.

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings, including
the long-term corporate credit rating to 'B' from 'B+', on
Abitibi-Consolidated Inc.  The outlook is negative.


ACCREDITED HOME: Inks Amended Merger Agreement with Lone Star
-------------------------------------------------------------
Accredited Home Lenders Holding Co. and Lone Star Fund V (U.S.)
L.P., through its affiliate Lone Star U.S. Acquisitions, LLC, have
amended their June 4, 2007 merger agreement to settle the pending
lawsuit between the companies and reduce the price at which Lone
Star agrees to acquire all of the common stock of the company to
$11.75 per share.

The acquisition remains structured as an all-cash tender offer for
all outstanding shares of Accredited common stock to be followed
by a merger in which each remaining untendered share of Accredited
will be converted into the same $11.75 cash per share price paid
in the tender offer.  The outstanding 9.75% Series A Perpetual
Cumulative Preferred Shares, par value $1.00 per share, of
Accredited Mortgage Loan REIT Trust (NYSE: AHH.PrA) will remain
outstanding.

Lone Star has deposited approximately $295 million with The Bank
of New York Mellon, as escrow agent, to fund payment of the
amended tender offer price for all outstanding shares of the
company's common stock.  The funds are distributable to
Computershare Trust Company, N.A., the depositary for the tender
offer, upon Accredited's delivery to the escrow agent of
certifications regarding satisfaction of the closing conditions.

The amended merger agreement eliminates most of the original
merger agreement's conditions to closing the amended tender offer.  
The primary remaining conditions to closing are the valid tender
without withdrawal of more than 50% of Accredited's outstanding
shares and the absence of any injunction or similar order
preventing the closing.

Lone Star's obligation to close the amended tender offer is not
subject to any conditions related to the accuracy of
representations or warranties made by Accredited, to the absence
of a material adverse change, or to the compliance by Accredited
with negative covenants, other than limited negative covenants
specifically identified in the amended merger agreement.

The amended tender offer will be extended so that the scheduled
expiration date will be 12:00 midnight, New York City time, on the
tenth business day following the date on which Accredited files an
amendment to its Solicitation/Recommendation Statement on Schedule
14D-9 setting forth the basis for the Board of Directors'
recommendation of the amended merger agreement with the Securities
and Exchange Commission.  Lone Star will generally have the right
to terminate the amended merger agreement if the Minimum Condition
has not been satisfied at any scheduled expiration date after the
20th business day following the date of filing of Accredited's
14D-9/A.

                    Debt Financing Agreement

In addition, Lone Star has agreed to provide to Accredited
financing of $49 million, approximately $34 million of which will
be applied to extinguish outstanding debt from one of the
company's creditors, leaving approximately $15 million of
additional liquidity for the company.

Accredited and Lone Star have agreed to an immediate stay of the
lawsuit filed by the company in the Delaware Chancery Court.  The
lawsuit will be dismissed with prejudice immediately upon the
payment for shares pursuant to the amended tender offer or the
termination of the merger agreement in accordance with its terms.  
The dismissal with prejudice can occur even if the Minimum
Condition is not satisfied, so long as Lone Star does not
materially breach any of its obligations under the amended merger
agreement.

"This new agreement fairly settles our dispute and will expedite
the completion of the merger with Lone Star" James A. Konrath,
chairman and chief executive officer of Accredited, said.  "We
will now turn to the business of rebuilding Accredited for a
brighter future with Lone Star."

Accredited's Board of Directors has unanimously approved the
amended merger agreement and unanimously recommends that holders
of Accredited's common shares tender their shares.  The basis for
the Board of Directors' recommendation will be set forth in
Accredited's 14D-9A filed with the SEC.

Piper Jaffray & Co. is acting as Dealer-Manager for the tender
offer.  The Information Agent for the tender offer is Georgeson
Inc.  Any questions or requests for assistance or copies of the
offer to purchase and the letter of transmittal may be directed to
the Dealer-Manager or the Information Agent at:

     Piper Jaffray & Co.
     800 Nicollet Mall, Suite 800
     Minneapolis, MN 55402
     Telephone (877) 371-5212

                 or

     Georgeson Inc.
     17 State Street, 10th floor
     New York, NY 10004
     Telephone (212) 440-9800 for banks and bankers
     Toll-free (888) 605-7543 for others

Accredited has been represented in the transaction by its legal
counsel, Dewey Ballantine LLP and Morris, Nichols, Arsht & Tunnell
LLP.  Milestone Advisors, LLC rendered an opinion to Accredited's
Board of Directors regarding the fairness, from a financial point
of view, of the consideration to be received by Accredited's
stockholders pursuant to the amended tender offer and the merger.  
Lone Star is represented in the transaction by its financial
advisor Piper Jaffray & Co., and its legal counsel, Sullivan &
Cromwell LLP.

                      About Lone Star Funds

Lone Star Funds -- http://www.lonestarfunds.com/--    
is a U.S. private equity firm.  Since 1995, the principals of Lone
Star have organized private equity funds totaling more than $13.3
billion to invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

                      About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a  
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.


ACCREDITED HOME: Inks Amendments to Credit Agreements
-----------------------------------------------------
Accredited Home Lenders, Inc. disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that on Sept. 4
and 5, 2007, along with its indirect subsidiary, Accredited
Mortgage Loan REIT Trust, entered into Amendment 2007-4 to the
Wachovia Master Repurchase Agreement and Amendment No. 12 to the
CSFB Master Repurchase Agreement, effective for periods on or
after July 31, 2007.

Under to the Amendments, the parties have modified the definition
of "Adjusted Tangible Net Worth" to include the company’s pool
trust preferred securities in the calculation of Adjusted Tangible
Net Worth.  In addition, the CSFB Amendment contains an additional
sublimit for performing aged warehouse loans.

                       Previous Amendment

On March 30, 2007, the company and its subsidiary entered into a
Master Repurchase Agreement with Wachovia Bank, N.A., and
Amendment No. 10 to an Amended and Restated Master Repurchase
Agreement with Credit Suisse First Boston, and the company
guaranteed AHL’s and REIT’s obligations under the Master
Repurchase Agreements pursuant to guarantee agreements.

The Master Repurchase Agreements set forth the terms for
repurchase facilities under which AHL and REIT may sell and
Wachovia or CSFB, as applicable, must purchase certain mortgage
loans.

                       JPMorgan Amendment

On Sept. 29, 2006, the company entered into a 9/06 Senior Secured
Credit Agreement with JPMorgan Chase Bank, N.A. and the company
guaranteed AHL’s obligations under the JPMorgan Credit Agreement
pursuant to a Guaranty.  The JPMorgan Credit Agreement set forth
the terms for a credit facility under which AHL may finance its
servicing rights and servicing advances.

On Aug. 30, 2007, the company entered into an 8/07 Amendment to
the JPMorgan Credit Agreement, effective for periods on or after
July 31, 2007.  Pursuant to the JPMorgan Amendment, the parties
have modified the definition of "Adjusted Tangible Net Worth" to
include the company’s pool trust preferred securities in the
calculation of Adjusted Tangible Net Worth.  In addition, the
JPMorgan Amendment clarified additional terms and conditions
contained in the JPMorgan Credit Agreement.

The company relates that in addition to the amendments described,
it anticipates seeking additional amendments or waivers in the
future, but there can be no assurance that the company will be
successful in receiving any of the amendments or waivers when
requested.

                      About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a  
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.


ACTUANT CORP: Completes Acquisition of Templeton Kenly for $48MM
----------------------------------------------------------------
Actuant Corp. has acquired Templeton, Kenly & Co, Inc. for
approximately $48 million in cash.  Funding for the completed
transaction came from the company's revolving credit facility.

TK will operate within Actuant's Industrial Segment, which
includes Enerpac. Mark Goldstein, Chief Operating Officer of
Actuant, stated: "TK is a great addition to our global industrial
platform.  Their leading positions in the mechanical jack product
line and the railroad end market represent attractive market
extensions for Actuant, and we are excited about the prospects for
utilizing our global distribution network to accelerate the sales
of these products.  In addition, TK's hydraulic pumps and tools
are an excellent complement to our Enerpac product line.  TK
President Tom Danza and his management team have been successful
in creating a growth platform, and we look forward to them joining
the Actuant team."

                     About Templeton Kenly

Headquartered in Broadview, Illinois, Templeton, Kenly & Co, Inc.,
produces hydraulic pumps and tools, mechanical jacks, wrenches,
and actuators.  Its products are sold under well-established brand
names including Simplex, Uni-Lift, and Pow'r-Riser.  TK generated
approximately $33 million in sales in the last year, and has
approximately 120 employees.

                      About Actuant Corp.

Headquartered in Butler, Wisconsin, Actuant Corp. (NYSE: ATU) --
http://www.actuant.com/-- is a diversified industrial company  
with operations in more than 30 countries including Australia,
China, Italy, United Kingdom, Brazil, among others.  The Actuant
businesses are market leaders in highly engineered position and
motion control systems and branded hydraulic and electrical tools
and supplies.  The company employs a workforce of more than 6,700
worldwide.

                       *     *     *

On June 2007, Moody's Investors Service assigned a Ba2 (LGD3,
43%) rating to Actuant Corporation's $250 million senior unsecured
notes and affirmed the company's Ba2 Corporate Family Rating.

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes due
2017.  The proceeds from the notes will be principally used to
repay a portion of borrowings under the company's senior credit
facility due 2009.


ADELPHIA COMMS: Wants to Close 7 More 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 further close seven of their affiliates' bankruptcy cases:

  Case No.   Debtor
  --------   ------
  02-41758   Manchester Cablevision, Inc.
  02-41782   Mickelson Media, Inc.
  02-41785   E. & E. Cable Service, Inc.
  02-41787   Star Cable, Inc.
  02-41788   Grafton Cable Company
  02-41869   Wilderness Cable Company
  02-41900   Southeast Florida Cable, Inc.

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
electronically filed with the Court and served upon these parties
no later than 4:00 p.m., prevailing Eastern time, on Sept. 28,
2007:

  * Willkie Farr & Gallagher LLP, the Debtors' counsel
  * The Office of the U.S. Trustee
  * Kasowitz, Benson, Torres & Friedman LLP, counsel to the
    Official Committee of Unsecured Creditors

If no objections are timely filed, Judge Gerber may approve the
ACOM Debtors' request without further court order, Ms. Chapman
relates.

As reported in yesterday’s Troubled Company Reporter, the Debtors
had asked to Court to close the Chapter 11 cases of 37 more
affiliates.

                   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. 176; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Reaches $167.5 Million Settlement with Deloitte
---------------------------------------------------------------
The Adelphia Recovery Trust stated in a press release that that it
has reached a $167.5 million settlement of its claims against
Adelphia's former auditor Deloitte & Touche LLP in the lawsuit
entitled Adelphia Communications Corp. v. Deloitte & Touche LLP,
No. 000598 (Pa. Court of Common Pleas, Phila. Cty).

Adelphia's claims against Deloitte & Touche were transferred to
the Trust under the terms of the First Modified Fifth Amended
Joint Chapter 11 Plan for Adelphia Communications Corporation and
Certain of its Affiliated Debtors on Feb. 13, 2007.

Under the terms of the settlement, Deloitte & Touche will transfer
the $167.5 million settlement payment into an interest-bearing
escrow account for the benefit of the Trust.

The settlement was negotiated under the supervision of the
Honorable Daniel Weinstein (Ret.).  The Trust stated through a
spokesperson: "We are pleased with the settlement, which is among
the largest settlements ever reached between a public accounting
firm and its audit client.  This settlement does not resolve the
Trust's claims against Adelphia's former lenders and others who
took part in a massive financial fraud perpetrated against
Adelphia, and the Trust will continue to prosecute those claims
vigorously to conclusion."

The Trust in its discretion may retain some or all of the
settlement proceeds for funding its operations, including expenses
incurred to maintain and administer the Trust and prosecute Trust
litigation, all subject to the terms and conditions of the Plan
and the Declaration of Trust.  No decision has been made as to the
amount or timing of any distributions to Trust interest holders.

The Adelphia Recovery Trust is a Delaware Statutory Trust that was
formed pursuant to the First Modified Fifth Amended Joint Chapter
11 Plan of Reorganization of Adelphia Communications Corporation
and Certain Affiliated Debtors, which became effective Fe. 13,
2007.  The Trust holds certain litigation claims transferred
pursuant to the Plan against various third parties and exists to
prosecute the causes of action transferred to it for the benefit
of holders of Trust interests.

                        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. 176; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AEP INDUSTRIES: Earns $4.8 Million in Three Months Ended July 31
----------------------------------------------------------------
AEP Industries Inc. reported net income of $4.8 million for the
three months ended July 31, 2007, compared to net income of
$20.1 million for three months ended July 31, 2006.

The company reported a net income of $21.6 million for the nine
months ended July 31, 2007, compared to $38.5 million for nine
months ended July 31, 2006.

At July 31, 2007, the company's balance sheet showed total assets
of $338.5 million, total liabilities of $301.3 million, and total
stockholders' equity of $37.2 million.

Net sales decreased $3.9 million, or 2%, in the third quarter of
fiscal 2007 to $205.0 million compared with $208.9 million in the
third quarter of fiscal 2006, despite a 2% increase in sales
volume.  The decrease is primarily the result of a 5% decrease in
average selling prices, driven by lower resin costs in the current
period in comparison to the same period of the prior year.  The
effect of foreign exchange on net sales in the 2007 period was a
positive $2.6 million, primarily reflecting the impact of the
strengthened European currency.  For the first nine months of
fiscal 2007, net sales decreased $22.8 million, or 4%, to
$572.1 million compared with $594.9 million in the same period
last year.  The decrease in net sales was the result of a 10%
decrease in average selling prices resulting primarily from resin
price decreases, partially offset by a sales volume increase of 6%
combined with the positive impact of foreign exchange of $7.7
million.

Gross profit for the third quarter of fiscal 2007 decreased
$4.9 million to $35.6 million as compared to $40.5 million in the
same quarter of the prior year.  The decrease in gross profit for
the third quarter of fiscal 2007 was largely due to a $6.0 million
increase in the LIFO reserve in the current quarter as compared to
a $4.2 million increase in the LIFO reserve in the same quarter of
the prior year, combined with selling price increases lagging
behind recently rising resin prices.  The effect of foreign
exchange on gross profit in the 2007 period was a positive
$0.3 million.  For the first nine months of fiscal 2007, gross
profit decreased $5.7 million, or 5%, to $115.8 million from
$121.5 million recorded in the same period of fiscal 2006.  The
decrease in gross profit is primarily due to a cumulative increase
in LIFO reserves of $10.4 million between the periods combined
with reduced material margins partially offset by the positive
effect of a 6% sales volume increase.  The effect of foreign
exchange on gross profit for the first nine months of 2007 was a
positive $0.9 million.

"The single most important metric we use in evaluating our
Company’s performance is Adjusted EBITDA, which we are pleased to
report for the first nine months of this year is ahead of our
internal forecast and guidance, beating our prior year by $3.8
million," stated Brendan Barba, Chairman and Chief Executive
Officer of the company.

"Throughout 2007 increased sales volumes have largely offset the
negative declines in material margins," Mr. Barba continued.  "In
the coming periods we expect we will continue to have some
difficulty catching up with resin cost increases.  However, we
expect volume increases will continue and, as a result, expect our
cash flow goals will continue to be met and possibly exceeded."

A full-text copy of the company's financial results for the third
quarter ended July 31, 2007, may be viewed for free at:

             http://ResearchArchives.com/t/s?2394

                      About AEP Industries

AEP Industries Inc. (Nasdaq: AEPI) -- http://www.aepinc.com/--  
manufactures and markets plastic packaging films, including
polyethylene, polyvinyl chloride and polypropylene flexible
packaging products for the industrial and agricultural
applications.  AEP operates in eight countries in North America,
Europe and Asia Pacific.  

                         *     *     *

AEP Industries Inc. carries Moody's Investors Service's Ba3 long-
term corporate family rating, B1 senior unsecured debt rating, and
Ba3 probability-of-default rating.  The outlook remains stable.

As reported by the Troubled Company Reporter on Aug. 10, 2007,
Standard & Poor's Ratings Services revised its outlook on AEP
Industries Inc. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating and
other ratings on AEP.


ALCATEL-LUCENT SA: Revises Full Year 2007 Revenue Outlook
---------------------------------------------------------
Alcatel-Lucent S.A. revised its full year 2007 revenue outlook and
confirmed its previous statements regarding synergy targets for
the year.

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

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

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

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

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

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

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

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

                     About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable  
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end users.  

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.  


                            *   *   *

Alcatel-Lucent continues to carry Moody's Investor Services' Ba2
Corporate Family rating.  The company also carries Standard &
Poor's Ratings Services' BB Corporate Credit Rating.


ALERIS INT'L: S&P Rates Proposed $200 Mil. Senior Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Aleris
International Inc. to negative from stable.  At the same time S&P
affirmed its 'B+' corporate credit rating and the other ratings on
the company.  Concurrently, S&P assigned a 'B-' rating to the
company's proposed $200 million 9% senior notes due 2014, which
are an add-on to the company's existing $400 million 9% senior
notes due 2014.

S&P expect these securities to be sold pursuant to Rule 144A of
the Securities Act of 1933.
     
Pro forma total debt outstanding at June 30, 2007, approximates
$2.8 billion.
     
"The outlook revision reflects recent operating weakness in the
company's North American global rolled and extruded products
segment and the expectation that this trend will continue in the
near term," said Standard & Poor's credit analyst Marie Shmaruk.
     
During the three months ended June 30, 2007, volumes in this
segment declined 20% year-over-year, primarily because of weaker
demand for building and construction, distribution, and
transportation products.  This, combined with increased debt
balances due to the company's aggressive growth strategy, has
resulted in credit measures that are weak for the rating.
     
Aleris, based in Beachwood, Ohio, manufactures aluminum sheet for
distributors and the transportation, construction, and consumer
durables end-user markets.  The company also makes value-added
zinc products that include zinc oxide, zinc dust, and zinc metal.
     
"We could lower the ratings in the near term if the company's debt
levels remain high and performance weakens materially because of
intensified competition or market conditions deteriorate," Ms.
Shmaruk said.  "An outlook revision back to stable would depend on
management improving and maintaining a financial profile more
consistent with the rating through earnings growth and more
moderate debt levels."


ALLIANCE MORTGAGE: Tracy Klestadt Appointed as Chapter 7 Trustee
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware appointed Tracy L. Klestadt, Esq., of
Klestadt & Winters, LLP, as the chapter 7 trustee in Alliance
Mortgage Investments, Inc.'s liquidation proceedings.

In a report last week by Bankruptcy Law360, Judge Sontchi gave his
nod to resolve the dispute on the issue of who the permanent
trustee would oversee the Debtor’s estates.  At a meeting of the
Debtor’s creditors held last August 15, Wells Fargo Bank, N.A.,
with two other lenders, elected Mr. Klestadt as the chapter 7
trustee.

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, however
said in report filed with the Court on August 23 that the election
was in dispute, Bankruptcy Law360 adds.  The U.S. Trustee
contended that secured creditors or holders of administrative
priority claims couldn’t request an election to vote for a chapter
7 trustee.

Based in Cerritos, California, Alliance Mortgage Investments, Inc.
-- http://www.alliancemtg.com/-- is an Internet mortgage company  
that helps consumers find inexpensive loans.  Since 1992 Alliance
Mortgage has been providing loans to people with all types of
credit histories.  The company filed a voluntary chapter 7
petition on July 13, 2007 (Bankr. D. Del. Case No. 07-10941).  
Mark D. Collins, Esq., at Richards Layton & Finger, represents the
Debtor.


AMERICAN HOME: Court Okays Pact Permitting ABN to Fund Advances
---------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
and ABN AMRO Bank N.V. are parties to a master repurchase
agreement, in which the Debtors are the sellers and American Home
Mortgage Servicing Inc. is the servicer and ABN is the buyer.  The
Debtors and ABN were also parties to a number of additional
agreements related to the ABN MRA, including but not limited to:

   -- a Custodial Agreement;
   -- an Account Control Agreement;
   -- an Electronic Tracking Agreement;
   -- a Letter Agreement; and
   -- a Performance Guaranty.

ABN relates that pursuant to the Agreements and during a five-
month period prior to the Petition Date, ABN purchased from the
Sellers approximately 430 mortgage loans for $222,000,000.  The
Loans are residential construction loans made by the Sellers to
mortgagors who are constructing or renovating single-family homes.

ABN asserts that as of July 31, 2007:

   (a) the Mortgagors owed approximately $145,000,000, in
       connection with advances made;

   (b) up to approximately $77,000,000 in additional advances
       were available to be drawn by the Mortgagors to fund the
       completion of the construction projects.

Under the Agreements, the Debtors funded the Mortgagor Advances
through the sale of the Mortgage Loans to ABN.

Prior to the commencement of the bankruptcy cases, on August 1,
2007 and August 3, 2007, ABN delivered to the Debtors notices of
events of default.

ABN argues that it delivered a letter pursuant to which ABN
consented to the Debtors' use of postpetition collection on a one-
time basis for $355,668, to make additional Mortgagor Advances.

In a stipulation approved by the U.S. Bankruptcy Court for the
District of Delaware, the parties agree that:

   -- the Debtors are authorized to make funding requests to ABN
      in the manner provide for in the Agreements for $32,000,000
      to fund Additional Mortgagor Advances;

   -- all collections received by the Debtors on and after the
      Petition Date will be deposited into a "buyer account" or
      in a segregated Debtor-in-Possession account;

   -- the Debtors will account to ABN all collections received by
      any of the Sellers prior to the Petition Date;

   -- all Prepetition Date Collections in the possession of the
      Debtors will not be used by any of the Debtors for any
      purpose except pursuant to further order of the Court;

   -- ABN is authorized to provide funds, but has no obligation
      to do so, to Sellers for the Additional Mortgagor Advances
      and is authorized and directed to make servicing payments
      by:

        (a) written authorization to the Debtors to use
            postpetition collections to fund the Mortgagor
            Advances and Servicing Payments; or

        (b) in the event there are insufficient Postpetition
            Collections to fund the requested Mortgagor Advances
            or Servicing Payments, by making transfers of funds
            to the Debtors pursuant to all the terms and
            conditions of the Agreements;

   -- the ABN advances will be governed in all respects by the
      Agreements;

   -- the ABN advances are not and will never become a "property
      of the estate;"

   -- ABN will not, in respect of any ABN Advances or expenses
      incurred in connection with the transactions contemplated,
      assert:

        (a) an administrative or priority claim against any of
            the Debtors; and

        (b) a lien against or security interest in any property
            of any Debtor's estate which constitutes "Prepetition
            Collateral;"

   -- the Debtors are authorized to submit monthly requests to
      ABN for payment of ABN's pro-rata share of the budget and
      ABN will make servicing payments not exceeding 80 percent
      of the monthly budgeted amounts; and

   -- the Debtors will continue to provide ABN with reports on
      collections, Mortgagor Advances, and related matters in the
      same manner the Sellers accounted to ABN prior to the
      Petition Date in accordance with the Agreements.

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 is
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's balance sheet showed total
assets of $20,553,935,000 and total liabilities $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: Servicing Business Bid Deadline Moved to Oct. 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the deadline to submit bids for American Home Mortgage
Investment Corp. and its debtor-affiliates' mortgage loan
servicing business to Oct. 2, 2007, at 4:00 p.m. Eastern Time.  
The Court rescheduled the auction to October 5 at 10:00 a.m.
Eastern Time.

The Debtors also moved to October 1 the deadline to submit
objections to the Debtors' proposed procedures for selling their
loan servicing business.

The Court will convene a hearing October 9 to, among other
things, confirm the auction's results and approve the sale of the
Debtors' loan servicing business to the successful bidder.

           Parties Object to Assignment of Contracts

Different parties and entities have filed objections to the
proposed procedures and the Debtors' proposal to assume and
assign to the winning bidder certain contracts, including loan
servicing agreements.

Countrywide Bank, FSB, and Countrywide Bank, N.A., tell the Court
that the Debtors may not sell or assign any mortgage files
related to their mortgage loan purchase and servicing agreement.    
Countrywide asserts that the servicing rights and the mortgage
files are not property of the bankruptcy estates.  Countrywide
Bank notes that if the Debtors are permitted to do so, the
Debtors must do so with all burdens, or cum onere, and
Countrywide Bank would have the right to require the purchaser to
honor the repurchase and premium recapture obligations as set
forth in the Agreement.

Citibank, N.A., in its capacity as indenture trustee, contends
that approval of the assumption and assignment of any executory
contract is premature given that the Debtors have not yet
presented a successful bidder.  Citibank asserts that the
successful bidder must meet stringent requirements, including the
provision of adequate assurance of performance, of the Citibank
servicing agreements.  Citibank asks the Court to prohibit
approval of any assumption and assignment until the Debtors come
forward with a fully qualified successful bidder.

JPMorgan Chase Bank, National Association, and several of its
affiliates, question if several of the contracts listed by the
Debtors are "even capable of assumption and assignment as
executory contracts under the Bankruptcy Code."  JPMC, one of the
Debtors' warehouse lenders, also object to the the transfer free
and clear of liens of any servicing rights related to loans
constituting its collateral under various financial agreements.

Bear Sterns Mortgage Capital Corporation and EMC Mortgage
Corporation ask Judge Sontchi to "stop the efforts of these
runaway Debtors," who want to trample the ownership rights of
Bear Sterns, EMC Mortgage, and other parties, as a party to a
protected repurchase agreement under Section 559 of the
Bankruptcy Code.   In light of the Debtors failure to meet its
margin call, Bear Stearns conducted an auction of mortgage loans,  
and sold the loans, which aggregated $117,000,000 in unpaid  
principal and interest balances,  to EMC Mortgage, on a servicing
released basis.  Bear Stearns and EMC have filed an adversary
proceeding seeking the transfer of the servicing files and
payments related to the mortgage loans.

Fannie Mae says that the assumption of a certain mortgage selling
and servicing contract would violate the terms of its Court-
approved compromise and settlement agreement with the Debtors.  
Fannie Mae notes that the terms and conditions upon which the
Debtors may market and sell the Debtors' servicing rights of
Fannie Mae-backed loans are contained in the Settlement.  It
asserts that the terms of the Settlement must govern over any
inconsistent provisions in the Sale Procedures.

The objectors further point out that the Debtors (i) seek to
assume and assign certain servicing rights that do not belong to
them, (ii) withheld collection payments, which should have been
flowing to certain Objecting Parties under certain contractual
rights, and (iii) should be required to unambiguously identify
the contracts they seek to assume and assign, and cure any
defaults and obligations due.

The other parties who have filed objections are:

   -- CitiMortgage, Inc.;

   -- DB Structured Products, Inc.;

   -- De Lage Landen Financial Services, Inc.;

   -- Financial Guaranty Insurance Company;

   -- FNC, Inc.;

   -- Liquid Funding, Ltd.;

   -- Peyton C. Cochrane, the tax collector of Tuscaloosa County,
      in Alabama; and

   -- Societe Generale.

On Aug. 27, 2007, the Debtors filed a list of contracts that they
may assign to the successful bidder for their loan servicing
business.  The list is available for free at:

              http://researcharchives.com/t/s?238f

                       About American Home

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. 7, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Bids for Broadhollow-Melville Loans Due Sept. 25
---------------------------------------------------------------
At the direction of the U.S. Bankruptcy Court for the District
of Delaware, American Home Mortgage Investment Corp. and its
debtor-affiliates consulted with the Official Committee of
Unsecured Creditors regarding the procedures for the sale of
certain mortgage loans owned by non-debtor affiliates Broadhollow
Funding LLC and Melville Funding LLC.

As a result, the parties extended the deadline to submit bids to
September 25, 2007 at 12:00 p.m. Eastern Time.  Potential bidders
may conduct due diligence until September 24.

The auction has also been rescheduled to September 26 at
8:30 a.m.  

The parties agree that closing of the sale with the successful
bidder will be on September 27, at 10:00 a.m. Eastern Time.  In
the event that the successful bidder fails to close before
September 27 at 2:00 p.m., the sellers will close with the second
best bidder at 10:00 a.m.

Last month, the Debtors obtained Court approval to sell the
approximately 5,700 Broadhollow and Melville loans.

Loans up for auction include approximately 5,700 whole mortgage
loans with an aggregate unpaid principal balance of approximately
$1,620,000,000.

Copies of the Sale Motion, the Purchase Agreements, the Sale
Procedures and/or the Sale Procedures Order may be obtained by
written request to counsel to the Debtors:

     Young Conaway Stargatt & Taylor LLP
     Attention: Debbie Laskin
     1000 West Street, 17th Floor
     P.O. Box 391
     Wilmington, DEL 19899-0391

In addition, copies of the aforementioned pleadings are on file
with the:

    Clerk of the Bankruptcy Court
    Third Floor, 824 Market Street
    Wilmington, DEL 19801

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. 7, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERISTAR CASINOS: Completes $675 Mil. Buyout of Resorts East
-------------------------------------------------------------
Ameristar Casinos Inc. has completed its acquisition of Resorts
East Chicago from Resorts International Holdings LLC for
$675 million, plus approximately $10 million of transaction costs.

This acquisition gives the company a major presence in the
nation's third-largest commercial gaming market.  East Chicago,
Indiana, is part of the Chicagoland market, which serves roughly
6.4 million adults.
    
Ameristar entered into a definitive agreement to purchase Resorts
East Chicago on April 3, 2007.  The acquisition closed on
Sept. 18, 2007, after unanimous approval by the Indiana Gaming
Commission to transfer the ownership interest in the Resorts East
Chicago casino license to Ameristar.
    
"We are pleased to disclose the completion of this acquisition,
which serves as an important part of our long-term growth
strategy," John Boushy, CEO and president of Ameristar, said. "The
purchase of Resorts East Chicago provides access to one of the
nation's most attractive gaming markets, diversifies our cash
flow, and greatly enhances our distribution channels. Under
General Manager Tim Wright's leadership, we expect to fully
incorporate Ameristar's culture, proven management model,
operational discipline and development expertise quickly.  As a
result, this acquisition represents a significant milestone in
achieving our growth objectives."
     
"I would like to thank everyone involved in completing this
acquisition expeditiously, including our many team members
involved in the transition and integration of East Chicago," Mr.
Boushy added.
    
Ameristar plans to make improvements at the East Chicago property
immediately.  Enhancements will include upgrading the casino floor
with new technology and an improved mix and layout of games;
implementing Ameristar's best-in-class food and beverage programs;
and adopting the operational and marketing approaches that have
been successful at all Ameristar properties.

The company will launch the Ameristar brand in the Chicago area
when upgrades are completed.  Ameristar expects to incur
$20 million to $25 million of capital expenditures and $5 million
to $7 million of one-time expenses in connection with the
integration, enhancements and re-branding of the East Chicago
property.
    
"This transaction continues to build upon the strength of the
Ameristar brand and represents an important step in achieving our
goal to double the company's EBITDA over the next three to five
years," Ray H. Neilsen, Ameristar co-chairman and senior vice
president, said.
    
Longer-term expansion plans are in the early development stages
and could include a new, single-level gaming facility, additional
structured parking, enhanced food and entertainment options and
better access throughout the property.  The timing, scope and cost
of these projects will depend on various factors, including
potential changes in competitive conditions in the Chicagoland
market.
    
"Ameristar has established an impressive record of maximizing the
value of our acquired properties, and we are confident we will do
the same with Resorts East Chicago," Ameristar co-chairman and
executive vice president Gordon Kanofsky, said.
    
Cash on hand and revolver borrowings under the company's amended
senior credit facility were used to fund the purchase of Resorts
East Chicago.  The company anticipates its future operating cash
flow and remaining availability under the amended senior credit
facility will provide sufficient capital resources to fund all
ongoing capital projects and other corporate operating needs.
    
Lazard acted as financial advisor to Ameristar, and Gibson, Dunn &
Crutcher LLP acted as legal counsel. Deutsche Bank served as
financial advisor to Resorts International Holdings and Willkie
Farr & Gallagher LLP acted as legal counsel.
    
Resorts International Holdings LLC is an affiliate of Colony
Capital and its partner, Nicholas L. Ribis.

                   About Resorts East Chicago

Resorts East Chicago includes a 53,000-square-foot casino and
premier 291-room hotel.  The casino offers approximately 1,900
slot machines, 60 table games and 16 poker tables.  The property's
streetscape features a 280-seat buffet, 80-seat steakhouse, 140-
seat sports bar, other dining outlets, players' club facilities
and meeting rooms.  The hotel and casino are served by a 3,000-
space parking garage.

                  About Ameristar Casinos Inc.

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

                          *     *     *

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


AMERISTAR CASINOS: Timothy Wright Named as East Chicago GM
----------------------------------------------------------
Ameristar Casinos Inc. has appointed Timothy D. Wright as senior
vice president and general manager of the East Chicago property
effective Sept. 18, 2007.  

Mr. Wright served as senior vice president and general manager of
Ameristar Kansas City.  Before joining Ameristar, Mr. Wright
gained more than a decade of experience in the gaming industry in
such markets as Las Vegas and Reno.

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

                          *     *     *

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


AMP'D MOBILE: Selects LeClair Ryan as Avoidance Action Counsel
--------------------------------------------------------------
Amp'd Mobile Inc. seeks authority from the U.S. Bankruptcy Court
for the District of Delaware to employ LeClair Ryan, A
Professional Corporation, as its avoidance action counsel to
review, analyze, and prosecute avoidance claims arising under
Chapter 5 of the Bankruptcy Code on a contingency fee basis.

The Debtor believes LeClair Ryan has the necessary background to
deal effectively and efficiently with the Avoidance Actions.  
LeClair Ryan has acted as counsel pursuing avoidance actions in
the bankruptcies of Heilig-Myers Company, Tultex Corporation, and
Storehouse, Inc.

As the Debtor's avoidance action counsel, LeClair Ryan will:

   (a) analyze the Debtor's records to determine potential
       Avoidance Actions;

   (b) evaluate all potential Avoidance Action claims and
       defenses;

   (c) commence Avoidance Actions in the United States Bankruptcy
       Court for the District of Delaware;

   (d) contact recipients of avoidable transfers to negotiate
       settlement prior to and after the commencement of the
       Avoidance Actions;

   (e) prepare all pleadings, correspondence, discovery, and
       necessary documents related to the Avoidance Actions;

   (f) litigate all Avoidance Actions to their conclusions;

   (g) prepare all required documentation for the settlement of
       the Avoidance Actions;

   (h) seek court approval, if necessary, of any resolution of
       the Avoidance Actions;

   (i) provide legal advice to the Debtor with respect to the
       Avoidance Actions;

   (j) appear in Court and to protect the interest of the Debtor
       in the Avoidance Actions; and

   (k) perform all other legal services in connection with the
       Avoidance Actions as may reasonably be required.

Bruce Matson, Esq., of LeClair Ryan, relates that the firm intends
to charge the Debtor's estate for its services in this manner:

   A. Cases Resolved Prior to Filing of Complaint -- LeClair Ryan
      will be paid these amounts of the gross recovery for any
      Preference Claim handled by the Firm that settles after
      written demand letters are issued, but before a complaint
      is filed with respect to that claim:

             Less than $50,000           15%
             Less than $500,000          10%
             Greater than $499,000        5%

   B. Cases Resolved After Complaint Filed but Prior to Four
      Weeks before Trial -- LeClair Ryan will be paid these
      amounts of the gross recovery for any Preference Claim
      handled by the Firm that settles after a complaint is
      filed, but prior to four weeks before trial:

             Less than $50,000            25%
             Less than $500,000           20%
             Greater than $499,000        15%

   C. Cases Resolved After Four weeks Prior to Trial -- LeClair
      Ryan will be paid these amounts of the gross recovery for
      any Preference Claim handled by the Firm that goes to trial
      or arbitration or settles within four weeks prior to any
      that trial/arbitration:

             Less than $50,000            30%
             Less than $500,000           25%
             Greater than $499,000        20%

The Debtor seeks approval of the advancement of the Contingency
Payment to LeClair Ryan upon the firm's collection of settlement
or judgment funds for any Avoidance Action pending or to be filed
provided that any amounts received are subject to disgorgement
pending interim and final fee application approval.

The Debtor relates that LeClair Ryan will submit to the Debtor and
the Official Committee of Unsecured Creditors monthly statements
showing the gross monthly recovery received for the Avoidance
Actions, itemized expenses it incurred in prosecuting the
Avoidance Actions, and a calculation of the fees and expenses to
be paid to LeClair.

If LeClair Ryan requires the assistance of a financial advisor to
provide the initial collection and evaluation of the Debtor's data
relating to the potential transfers subject to avoidance, those
services may be reimbursed as an expense, provided that the
reimbursement will be limited to $20,000 and will be paid only
from gross recoveries in respect of the Avoidance Actions.

If LeClair Ryan uses additional legal counsel, those expenses will
be paid for by LeClair from the Contingency Payments and not from
the Debtor's estate.

LeClair Ryan's statements will be filed with the Court on a
quarterly basis pursuant to the timeline required for the filing
of interim fee applications in the Interim Compensation Procedures
Order, the Debtor avers.

Mr. Matson states the firm has not received any funds from the
Debtor to date and will not seek the payment of a retainer.

Mr. Matson assures the Court that his firm does not hold or
represent any interest or connection adverse to the Debtor, its
estate, its creditors, or any other party-in-interest.  LeClair
Ryan is a "disinterested person" as defined under Section 101(14)
the Bankruptcy Code.

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 Sets November 29 as General Claims Bar Date
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
established Nov. 29, 2007, as the last day for creditors to file
proofs of claim in Amp'd Mobile Inc.'s bankruptcy case.

Any claim filed before the entry of the Bar Date Order that
substantially conforms to the Proof of Claim Form No. 10 is deemed
to have been properly filed.

If a claim is transferred, the transferee must file a notice of
transfer with the Claims agent, Epiq Bankruptcy Solutions, LLC,;
the Bankruptcy Court; and the Debtor's counsel, Steven Yoder,
Esq., of the Bayard Firm, at P.O. Box 25130, in Wilmington,
Delaware.

With the assistance of the Claims Agent, the Debtor has prepared
the Proof of Claim Form based on the Official Form 10.

A proof of claim filed in the Debtor's bankruptcy proceeding must
be:

   (1) written in the English language;

   (2) denominated in lawful U.S. currency as of the Petition
       Date; and

   (3) be supported by evidence in accordance with the
       requirements of applicable laws.

Proofs of Claim must be received by the Claims Agent on or before
the Bar Date.  

Any party unable to file timely and properly in accordance with
the Bar Date Order will be disallowed from its claim, will be
deemed ineligible for distributions under any confirmed chapter 11
plan reorganization, and will be rendered bound by the terms of
any confirmed plan reorganization.

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).


ANIXTER INT'L: Names Dennis Letham as Chief Financial Officer
-------------------------------------------------------------
Anixter International Inc. has promoted Robert Eck to the newly
created position of Executive Vice President -- Chief Operating
Officer and Dennis Letham to Executive Vice President – Finance
and Chief Financial Officer position.

Mr. Eck has been with the company's operating subsidiary,
Anixter Inc., for 17 years in a variety of staff and commercial
positions.  His most recent position, held since 2004, was
Executive Vice President -- Enterprise Cabling and Security
Solutions.  In this role Eck has overseen annual sales growth
specific to this end market of approximately 16 percent,
including significant growth from our initiative to develop our
security products business.  Previous key positions include
Senior Vice President -- Physical Security Products and
Integrated Supply and Senior Vice President -- Integrated Supply
Solutions.

Mr. Letham has been with Anixter for the past 14 years and has
served as Senior Vice President -- Finance and Chief Financial
Officer for the past 12 years.  During this time he has overseen
the finance, accounting, tax, internal audit and legal activities
of the company.

Commenting on these appointments, Robert Grubbs, President and
Chief Executive Officer, said, "The creation of the Chief
Operating Officer position is a result of the Company's rapid
growth over the past few years.  We feel Bob Eck's strong track
record at Anixter has proven that he possesses the qualities and
experience necessary to support our continued success.  Over the
past year, Mr. Letham has taken on added responsibilities outside
of the finance and accounting areas, most notably in human
resources.  His promotion reflects the added duties he has
assumed."

"Over the past four years sales at Anixter have more than
doubled," Sam Zell, Chairman of the Board, said.  "Included in
this growth has been a series of acquisitions in the North
American and European OEM Supply marketplace, which now generates
in excess of $1 billion in annual sales for the company.  This
rapid growth and diversification of end markets has brought new
organizational challenges and complexity.  These executive
management changes reflect the Board's desire to ensure there is
sufficient depth and breadth to the management team in order for
the Company to continue to execute effectively on all of its
growth strategies."

                        About Anixter

Headquartered in Glenview, Illinois, Anixter International Inc.
(NYSE: AXE) -- http://www.anixter.com/-- through its  
subsidiaries, distributes communications and specialty wire and
cable products, fasteners, and small parts in the United States
and internationally.  Its communications products include voice,
data, video, and security products used to connect personal
computers, peripheral equipment, mainframe equipment, security
equipment, and various networks to each other.

The company has nearly $725 million in inventory of more than
325,000 products, logistics network of 197 warehouses with more
than 5 million square feet of space.  It has operations in Latin
American countries including Mexico, Costa Rica, Brazil and Chile.  
Its Asia-Pacific operations are located in Indonesia, Australia,
China, Hong Kong, India, Malaysia, New Zealand, the Philippines,
Singapore, Taiwan, and Thailand.  It also operates in Europe,
particularly in Spain, France and the United Kingdom.

                       *     *     *

Anixter International Inc. carries Moody's Investors Service's
Ba2 corporate family rating.  Anixter Inc.'s $200 million
guaranteed senior unsecured notes and its 3.25% LYON's notes
carry Moody's Ba1 and B1 ratings, respectively.  Moody's said
the rating outlook is stable.

Anixter International Inc. also carries Fitch's 'BB+' Issuer
Default, senior unsecured notes and senior unsecured bank credit
facility Ratings.  Similarly, Anixter Inc. carries Fitch's 'BB+'
issuer default rating and 'BB-' senior unsecured debt rating.  
Fitch's action affects about $700 million of public debt
securities.  Fitch said the rating outlook is stable.


ASAT HOLDINGS: Pays $6.9 Million in Interest on 9.25% Sr. Notes
---------------------------------------------------------------
ASAT Holdings Limited paid $6.9 million in interest, plus
accumulated penalty interest, on its 9.25% Senior Notes due 2011,
within the applicable grace period.

The aggregate principal amount of the Notes is $150 million.

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

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


ASAT HOLDINGS: Interest Payment Spurs S&P's CCC- Rating
-------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on ASAT Holdings Ltd. to 'CCC-' from 'D' following
the company's announcement on Aug. 28, 2007, that it had paid the
overdue interest on $150 million 9.25% senior notes due 2011.  The
outlook is negative.
     
At the same time, Standard & Poor's raised the issue rating on the
notes to 'CCC-' from 'D'.  This rating level indicates that the
notes are vulnerable to nonpayment.  The notes were issued by New
ASAT (Finance) Ltd. and are guaranteed by ASAT.
     
ASAT's cash position is extremely weak, based on the company's
financial disclosures as at April 30, 2007, with only $7.3 million
in unrestricted cash.  The company has paid its $6.9 million semi-
annual interest payment on the senior notes and its accumulated
penalty interest.
     
"ASAT's ability to make its next interest payment is highly
dependent on its ability to secure new financing arrangements,"
said Standard & Poor's credit analyst Jacphanie Cheung.  "The
negative outlook reflects the company's very weak cash position,
heavy interest burden, persistent operating losses, and limited
financial flexibility."
     
Bondholders have agreed to waive or relax certain covenants.  For
example, they have lifted the restrictions on the value of assets
that its subsidiary in China, ASAT Semiconductor (Dongguan) Ltd.,
may hold.  The new arrangements could give the company added
flexibility to secure financing from banks in China.
     
However, under a liquidation scenario, claims on the current
senior notes could become subordinated to obligations (secured or
unsecured) incurred by the company's operating subsidiaries in
China.  The issue rating could be lowered if subsidiary borrowings
exceed 15% of ASAT's consolidated assets.
     
ASAT is a small operator in the highly fragmented and competitive
semiconductor sector.  Standard & Poor's has very limited access
to the company's management and financial information.  The rating
is based on publicly available information.


ASPEN TECHNOLOGY: Reports Preliminary Fourth Quarter Results
------------------------------------------------------------
Aspen Technology Inc. has disclosed preliminary financial results
for its fiscal fourth quarter 2007 and fiscal year ended June 30,
2007.

The company reported record license bookings during the fiscal
fourth quarter 2007, with license bookings defined as the total
net present value of all license contracts signed in the quarter.  
License bookings were $67 million during the fiscal fourth
quarter, an increase of approximately 49% compared to $45 million
in the fourth quarter of fiscal 2006.  The company reported record
fiscal 2007 license bookings of $200 million, an increase of
approximately 23% from $162 million in fiscal 2006.

The company ended the fourth quarter with $132 million in cash, up
$31 million from $101 million at the end of the prior quarter.  
The increase in cash was driven primarily by strong license
bookings, which generated installments receivable that were sold
for cash during the quarter, and continued focus on managing costs
and expenses.  In addition, the company received $5 million of
proceeds from exercises of stock options, while it used $2 million
of cash for capital expenditures during the fourth quarter.

"We were very pleased with the company's operating performance in
the fourth quarter, which was highlighted by robust growth in
license bookings that exceeded our expectations and the growth of
the market," Mark Fusco, Chief Executive Officer of Aspen
Technology, said.  "The fourth quarter capped off the most
successful annual operating performance in the history of
AspenTech, and our business was solid across each key metric
during the fourth quarter -- vertical, major geography, product,
aspenONE and transactions of all sizes."

"With solid market demand, a differentiated value proposition and
industry leading domain expertise, we are optimistic about the
company's fundamental outlook as we begin fiscal 2008," Mr. Fusco
added.

                    Financial Restatement

The company is continuing work on the restatement of previously
issued financial statements.  The restatement needs to be
completed before the company can issue final, complete results for
its fiscal fourth quarter and year ended June 30, 2007.

On June 11, 2007, the company has announced identified errors in
its accounting for sales of installments receivable.  The company
has reviewed thousands of installments receivable transactions,
dating back to fiscal 2003, as part of a process to determine
period-end balances for two new balance sheet accounts, a
collateral asset for secured borrowings and a secured borrowing
liability.  Based on the significant amount of work that has been
completed over the course of the past three months, the company
has updated its estimate of the balances of these two new related
balance sheet items:

   -- approximately $230 million as of June 30, 2005;
   -- approximately $200 million as of June 30, 2006; and
   -- approximately $200 million as of June 30, 2007.

"The company's finance team and outside financial advisors have
been working diligently to complete the restatement and fiscal
2007 year-end financial statements," Brad Miller, Chief Financial
Officer of AspenTech, said.  "We are committed to addressing these
matters as expeditiously and thoroughly as possible.  While we are
completing this effort, AspenTech remains focused on customer
success and sales of our solutions into end markets that continue
to show strong demand."

                    About Aspen Technology

Based in Cambridge, Massachusetts, Aspen Technology Inc. (Nasdaq:
AZPN) -- http://www.aspentech.com/-- provides software and  
professional services that help process companies improve
efficiency and profitability by enabling them to model, manage and
control their operations.  The company has locations in Brazil,
Malaysia and France.

                         *     *     *

Aspen Technology carries Moody's B2 long-term corporate family
rating and Caa1 equity linked rating.  Moody's said the outlook is
stable.

The company carries Standard & Poor's B long-term foreign and
local issuer credit ratings, with negative outlook.


ASSOCIATED ESTATES: Paying $0.17/Share Dividend on November 1
-------------------------------------------------------------
Associated Estates Realty Corporation declared a quarterly
dividend of $0.17 per share on the company's common shares,
payable Nov. 1, 2007, to shareholders of record on Oct. 15, 2007.

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real  
estate investment trust.  The REIT directly or indirectly owns,
manages or is a joint venture partner in 103 multifamily
communities containing a total of 20,650 units located in nine
states.

                          *     *     *

As reported in the Troubled Company Reporter on July 23, 2007,
Moody's Investors Service affirmed (P)B1 ratings on senior
unsecured debt shelf rating of Associated Estates and revised its
rating outlook for the REIT to positive, from stable.


BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage
Inc.'s commercial mortgage pass-through certificates, series 2005-
4 as:

  -- $38.6 million class A-1 at 'AAA';
  -- $215.5 million class A-2 at 'AAA';
  -- $87.9 million class A-3 at 'AAA';
  -- $70 million class A-4 at 'AAA';
  -- $61.2 million class A-SB at 'AAA';
  -- $485.9 million class A-5A at 'AAA';
  -- $69.4 million class A-5B at 'AAA';
  -- $224.2 million class A-1A at 'AAA';
  -- $97.1 million class A-J at 'AAA';
  -- Interest-only class XP at 'AAA';
  -- Interest-only class XC at 'AAA';
  -- $31.7 million class B at 'AA';
  -- $15.9 million class C at 'AA-';
  -- $29.7 million class D at 'A';
  -- $17.8 million class E at 'A-';
  -- $19.8 million class F at 'BBB+';
  -- $17.8 million class G at 'BBB';
  -- $23.8 million class H at 'BBB-';
  -- $7.9 million class J at 'BB+';
  -- $7.9 million class K at 'BB';
  -- $7.9 million class L at 'BB-';
  -- $4 million class M at 'B+';
  -- $5.9 million class N at 'B';
  -- $5.9 million class O at 'B-'.

Fitch does not rate the $23.8 million class P certificates.

The rating affirmations reflect stable pool performance and
minimal paydown since issuance.  As of the August 2006
distribution date, the pool has paid down 1.0% to $1.57 billion
from $1.59 billion at issuance.

The transaction contains one credit assessed loan, Skyline Terrace
Apartments (1.1%), which maintains an investment grade credit
assessment.  The loan is secured by a 198-unit, mid-rise
multifamily property located in Los Angeles, California.  
Occupancy declined slightly to 94% as of March 2007 from 96% at
issuance.  There have been no specially serviced loans since
issuance.


BLOCKBUSTER INC: Nick Shepherd to Step Down as COO
--------------------------------------------------
Blockbuster Inc. disclosed that Nick Shepherd, Senior Executive
Vice President and Chief Operating Officer, will leave the company
at the end of this month.
   
"The Board of Directors and I greatly appreciate the leadership
Nick has provided to the company and the major role he has played
in helping us lay the foundation for the transformation of
Blockbuster from a video retailer into a company that provides
completely convenient access to media entertainment," said Jim
Keyes, Blockbuster Chairman and CEO.  "I am personally grateful
for Nick's support during my early days here at the Company and
wish him well in his new endeavors."

Mr. Shepherd joined Blockbuster in 1995 as managing director of
the company's United Kingdom business and subsequently served in
several executive positions including senior vice president
international, chief marketing and merchandising officer, and
president worldwide stores.

                    About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie  
and game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, Australia,
among others.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Blockbuster Inc. to 'B-' from 'B'.  The outlook is negative.


BLOCKBUSTER INC: Tom Casey Appointed as Chief Financial Officer
---------------------------------------------------------------
Blockbuster Inc. has appointed Thomas M. Casey as the company's
new Executive Vice President and Chief Financial Officer.

Most recently a managing director for Deutsche Bank Securities,
Inc., Mr. Casey was responsible for the bank's retail industry
relationships in North America and, in that capacity over the
course of the past nine years, served as a strategic financial
advisor to some of the world's largest companies in the retail
entertainment, food and drug, convenience store, food wholesale
and foodservice industries.

Prior to Deutsche Bank, Mr. Casey held investment banking
positions with Citigroup, Merrill Lynch, and Dillon Read & Co.

"Throughout his more than 20-year career, Tom has been
instrumental in helping some of the world's largest companies
successfully formulate their financial and strategic business
plans for the future," Jim Keyes, Blockbuster Chairman and Chief
Executive Officer, said.  "We are very excited to have Tom join
our executive team and believe he will contribute significantly to
our efforts to pursue the profitable transformation of Blockbuster
from a video retailer into a completely convenient source for
media entertainment."

In his new position, Mr. Casey will have responsibility for
Blockbuster's financial, accounting and internal audit functions.

Mr. Casey earned a Bachelor of Science degree from the U.S. Naval
Academy, served as an officer in the U.S. Navy and received his
MBA from Harvard Business School.

As of the end of September, Larry Zine, Executive Vice President,
Chief Financial Officer and Chief Administrative Officer, who has
been with the company since 1999, will be retiring from
Blockbuster.

"We appreciate Larry's leadership and his many contributions to
Blockbuster over the past eight years," said Mr. Keyes.

                    About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie  
and game entertainment, with more than 9,000 stores throughout the
Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, Australia,
among others.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Blockbuster Inc. to 'B-' from 'B'.  The outlook is negative.


BOWATER INC: Expects DOJ Approval on Abitibi Merger
---------------------------------------------------
Abitibi-Consolidated Inc. and Bowater Incorporated disclosed
continued progress with the U.S. Department of Justice pertaining
to their proposed combination.  The companies reaffirmed their
expectation that DOJ approval will be obtained within the next few
weeks.  As a result of this timeline, the closing is now
anticipated for early in the fourth quarter.
    
The combined company, AbitibiBowater, will produce a range of
newsprint and commercial printing papers, market pulp and lumber
products.  AbitibiBowater will own or operate 32 pulp and paper
facilities and 35 wood product facilities located in the United
States, Canada, the United Kingdom and South Korea.

                  About Abitibi-Consolidated Inc.

Headquartered in Montreal, Quebec, Abitibi-Consolidated Inc.
(NYSE: ABY, TSX: A) -- http://www.abitibiconsolidated.com/--
supplies newsprint and commercial printing papers and produces
wood products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is one of the
recyclers of newspapers and magazines in North America.

                     About Bowater Incorporated

Bowater Inc. (NYSE: BOW, TSX: BWX) -- http://www.bowater.com/
-- produces coated and specialty papers and newsprint.  In
addition, the company sells bleached market pulp and lumber
products.  Bowater has 12 pulp and paper mills in the United
States, Canada, and South Korea.  In North America, it also owns
two converting facilities and 10 sawmills.  Bowater's operations
are supported by approximately 835,000 acres of timberlands owned
or leased in the United States and Canada and 28 million acres of
timber cutting rights in Canada.  Bowater operates six recycling
plants and is one of the world's largest consumers of recycled
newspapers and magazines.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Fitch Ratings has downgraded Bowater Inc.'s issuer default rating
to 'B-' from 'BB-'; senior unsecured debt to 'B-/RR4' from 'BB-';
secured revolver to 'BB-/RR1' from 'BB'.  The rating outlook
remains negative.

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on Bowater
Inc., including its corporate credit rating, to 'B' from 'B+'.  
The outlook is negative.


CBA COMMERCIAL: S&P Lowers Rating on Class M-6 Certificates to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-6 commercial mortgage pass-through certificates from CBA
Commercial Assets LLC’s series 2004-1 to 'B' from 'BB-'.  

Concurrently, S&P affirmed its ratings on 10 other classes from
the same transaction.
     
The lowered rating reflects the unfavorable collateral performance
of the pool and expected credit support erosion upon the eventual
resolution of the assets with the special servicer, Midland Loan
Services Inc.
     
The 'CCC-' rating on class M-7 reflects the minimal credit support
available to this class (0.02%).  S&P expect the class to sustain
a principal loss when one or more of the specially serviced assets
are resolved, and S&P will lower the rating to 'D' when that
occurs.  
     
The affirmations of the remaining ratings reflect credit
enhancement that provides adequate support through various stress
scenarios.
     
As of the Aug. 27, 2007, remittance report, there were 10 assets
with the special servicer.  One loan (0.78% of the pool) is
current.  The remaining assets are categorized as follows: four
are 30 days delinquent (3.02%); one is 60 days delinquent (0.52%);
three are 90-plus-days delinquent (1.39%); and one is listed as
REO (0.93%).  An appraisal reduction amount (ARA) totaling $69,520
is in effect against the REO asset.  S&P expect a loss near the
amount of the ARA on this asset.
     
As of the Aug. 27, 2007, remittance report, the collateral pool
consisted of 178 loans with an aggregate principal balance of $65
million, down from 265 loans with a balance of $102 million at
issuance; 97.6% of the loans, by balance, are floating-rate.
     
The top 10 loans constitute 15.7% of the collateral pool.  The
pool exhibits geographic concentration in California (32.1%), with
property concentrations in multifamily (68.1%) and retail (10.7%)
assets.  New Century Financial, which was downgraded to 'D' on
March 12, 2007, originated all of the loans in the pool.  
     
Standard & Poor's stressed loans with credit issues as part of its
pool analysis.  The resultant credit enhancement levels support
the lowered and affirmed ratings.
    

                        Rating Lowered
   
                  CBA Commercial Assets LLC
         Commercial mortgage pass-through certificates
                        series 2004-1

                    Rating
                    ------
          Class   To      From     Credit enhancement
          -----   --      ----      ----------------
          M-6     B       BB-            1.38%
    
                      Ratings Affirmed
    
                 CBA Commercial Assets LLC
         Commercial mortgage pass-through certificates
                       series 2004-1

               Class   Rating   Credit enhancement
               -----   ------    ----------------
               A-1     AAA            27.68%
               A-2     AAA            27.68%
               A-3     AAA            27.68%
               M-1     AA             23.17%
               M-2     A+             17.68%
               M-3     A              11.98%
               M-4     BBB+            7.08%
               M-5     BBB             5.89%
               M-7     CCC-            0.02%
               IO      AAA              N/A
   
                   N/A - Not applicable.


CHAMPIONS BIOTECHNOLOGY: Earns $8,568 in Quarter Ended July 31
--------------------------------------------------------------
Champions Biotechnology Inc. reported net income of $8,568 in the
three months ended July 31, 2007, a reversal of the $17,320 net
loss reported in the same period last year.

In the quarter ended July 31, 2007, the company commenced
operations as a biotechnology company while in the prior quarter
ended July 31, 2006, it had no operations.  

The company's total operating revenues were $250,000 for the three
months ended July 31, 2007 and $0 for the three months ended
July 31, 2006.  

At July 31, 2007, the company's consolidated balance sheet showed
$1.3 million in total assets, $414,593 in total liabilities, and
$934,341 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?2379

                        Going Concern Doubt

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,
expressed substantial doubt about Champions Biotechnology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
April 30, 2007, and 2006.  The auditing firm pointed to the
company's net operating losses and large accumulated deficits.  

                  About Champions Biotechnology

Headquartered in Arlington, Virginia, Champions Biotechnology Inc.
is a biotechnology company.  The company has acquired the patent
rights to two compounds with potential for targeting certain
tumors associated with prostate and pancreatic cancers.  
Previously, the company owned and operated the Champions Sports
Bar Restaurant in San Antonio until that business ceased
operations in 2005.  


CHAPARRAL STEEL: Gerdau Gets Consents from 99.99% of Noteholders
----------------------------------------------------------------
Gerdau Ameristeel Corporation has received consents from the
holders of approximately $299,885,000 million in aggregate, or
99.96% in aggregate, of Chaparral Steel Company's outstanding 10%
Senior Notes due 2013 as of 5:00 p.m., New York City time, on
Sept. 14, 2007, in connection with its tender offer and consent
solicitation for such Notes.

The consents received exceeded the number needed to approve the
adoption of the proposed amendments to the indenture under which
the Notes were issued.  

The total consideration for the Notes was determined as of
2:00 p.m., New York City time, on Sept. 14, 2007, using the bid-
side yield on the 3.625% U.S. Treasury Note due July 15, 2009 as
displayed on the Bloomberg Government Pricing Monitor Page PX4
plus 50 basis points, less accrued and unpaid interest to, but not
including, the Early Settlement Date.

The yield on the Reference Security was 4.107% and the tender
offer yield was 4.607%.  Accordingly, the total consideration for
each $1,000 principal amount of Notes validly tendered and not
withdrawn at or prior to 5:00 p.m., New York City time, on the
Early Consent Date is $1,139.25.

The Total Consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes, which will be payable only
in respect of the Notes purchased that were validly tendered and
not withdrawn at or prior to the Early Consent Date.  

Holders whose Notes are accepted for payment will also be paid
accrued and unpaid interest from the most recent interest payment
date to, but not including, the applicable Settlement Date.
    
Based on the consents received, Chaparral, the guarantors and the
trustee under the indenture governing the Notes have entered into
a supplemental indenture that will, once operative, eliminate
substantially all of the restrictive covenants in the Note
indenture and certain of the events of default, well as modify
certain other provisions contained therein.

The supplemental indenture became operative on Sept. 18, 2007, the
Early Settlement Date, which is the date on which the company will
accept for payment and pay for the Notes validly tendered and not
withdrawn on the Early Consent Date.
    
Holders who have not yet tendered their Notes may tender until
5:00 p.m., New York City time, on Sept. 28, 2007, unless extended
by the company.  Such holders will not be eligible to receive the
consent payment and accordingly will only be eligible to receive
an amount equal to the Total Consideration less the consent
payment.
    
In accordance with the terms of the Offer to Purchase, tendered
Notes may no longer be withdrawn and delivered consents may no
longer be revoked, unless the tender offer is terminated without
any Notes being purchased or the company is required by law to
permit withdrawal or revocation.
    
The company's offer to purchase the Notes is subject to the
satisfaction or waiver of the various conditions as described in
the Offer to Purchase.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, Sept. 28, 2007, subject to the company's right to
amend, extend or terminate the tender offer at any time.
    
J.P. Morgan Securities Inc. is the sole Dealer Manager for the
tender offer and the consent solicitation and can be contacted at
(212) 270-1477 (collect).

Global Bondholder Services Corporation is the Information Agent
and the Depositary for the tender offer and the consent
solicitation and can be contacted at (212) 430-3774 (collect) or
toll free at (866) 952-2200.

               About Gerdau Ameristeel Corporation

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

                  About Chaparral Steel Company

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

                         *      *     *

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


CHEM RX: Acquires Pharmacy Operations of Eden Park's Affiliate
--------------------------------------------------------------
Chem Rx Corp., a special purpose acquisition corporation of
Paramount Acquisition Corp., has expanded into the Albany, New
York market by acquiring the operations of an Albany-based long
term care pharmacy from an affiliate of Eden Park Health Services
Inc.

In connection with the transaction, which was consummated on Aug.
27, 2007, Chem Rx assumed the existing pharmacy facility lease and
acquired certain assets and liabilities including inventory,
equipment and service contracts with Eden Park nursing homes in
Catskill, New York and Glens Falls, New York.

Chem Rx is also servicing an Eden Park nursing home facility in
Utica, New York.  Chem Rx has retained the seller's employees to
run facility operations.  Chem Rx intends to service certain of
its existing customers from the Albany pharmacy as well as grow
its presence in the New York capital region.

As a result of this transaction, Chem Rx is servicing
approximately 370 beds in the three Eden Park facilities and
operating out of a 5,000 square foot facility in Albany.

"Our new presence in Albany will allow us to better serve some of
our existing customers outside the New York metropolitan area and
bring our high quality of service to new customers in a geographic
region that we have not previously been able to reach," Jerry
Silva, R. Ph, president and CEO of Chem Rx, said.

"Chem Rx continues to move forward with its strategic objectives
and has demonstrated its ability to expand its offerings into
markets previously untapped by the company," J. Jay Lobell, CEO of
Paramount Acquisition Corp., said.  "This new facility will help
Chem Rx further fortify its position as a market leader in the
State of New York."

              About Eden Park Health Services Inc.

Headquartered in Albany, New York, Eden Park Health Services Inc.
owns and operates numerous Eden Park facilities throughout New
York State including those in Glens Falls, Utica, Poughkeepsie,
Catskill and Cobleskill.

                      About Chem Rx Corp.

Headquartered in Long Beach, New York, Chem Rx Corp. --
http://www.chemrx.net/-- is a major, privately-owned long- term  
care pharmacy serving the New York City metropolitan area, well as
parts of New Jersey and Pennsylvania.  Founded more than 40 years
ago, Chem Rx's client base includes skilled nursing facilities and
a wide range of other long-term care facilities.  Chem Rx provides
to more than 60,000 residents prescription and non-prescription
drugs, intravenous medications, durable medical equipment items
and surgical supplies.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chem Rx Corp.  The rating outlook is stable.


CHIQUITA BRANDS: Eyes Higher Operating Expenses in 2007 3rd Qtr.
----------------------------------------------------------------
Chiquita Brands International expects its operating expenses to
increase $30 million in the third quarter 2007, from the third
quarter of 2006, due to higher costs, the Business Courier of
Cincinnati reports.

Chiquita Brands told the Business Courier that the costs include
expenses for:

     -- new product introductions,
     -- brand support,
     -- merchandising, and
     -- food safety.

Higher banana prices in most of its markets wouldn't offset
increased expenses in the third quarter 2007, the Business
Courier says, citing Chiquita Brands.

According to Chiquita Brands' news release, no further charges
will be filed on the company's protection payments to Colombian
terrorist groups.

The Business Courier notes that these are increases in banana
prices:

     -- 5% in North American markets,
     -- 17% on a US dollar basis in core European markets,
     -- 12% in Asia Pacific and the Middle East, and
     -- 43% in trading markets, which include European and
        Mediterranean nations not belonging to the European
        Union.

Chiquita Brands Chief Executive Officer and Chairperson Fernando
Aguirre said in a news release, "Despite the near-term issues, we
believe we are on the right track and expect to report a greater
level of year-on-year improvement in the fourth quarter, which
would continue the positive year-on-year trend."

Chiquita Brands told the Business Courier that hurricanes Dean and
Felix "minimally affected" its banana supplies.  Meanwhile,
"European supplies suffered significant damage, which will produce
more favorable pricing."

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

                       *     *     *

The company continues to carry Moody's Investors Service Ratings'
B3 corporate family rating with a negative outlook.  Furthermore,
Standard & Poor's Ratings Services placed the company's B
corporate credit rating under CreditWatch with negative
implications.


COMPTON PETROLEUM: Acquiring WIN Energy for $24 Million
-------------------------------------------------------
Compton Petroleum Corporation will acquire, by way of a statutory
plan of arrangement, all of the issued and outstanding common
shares of WIN Energy Corporation for cash consideration of $0.37
per common share and all of the issued and outstanding warrants of
WIN for cash consideration of $0.01 per warrant.  The total value
of the transaction is approximately $24 million.
    
"We are pleased to disclose the proposed acquisition of WIN,"
Ernie Sapieha, president & C.E.O. of Compton, said.  "This
transaction fits with our strategy of continued growth in our core
areas and our focus on unconventional natural gas resource plays.  
The acquisition of WIN creates significant operational synergies
at Callum/Cowley and represents a strategic complement to
Compton's Callum property - a thrusted, overpressured
unconventional gas play."

"With the acquisition, we will nearly double our acreage position
to 223 sections in this core future growth property, and will
result in Compton having the dominant land and infrastructure
position on the Callum/Cowley trend," said Mr. Sapieha.
    
"Compton, with its existing strong presence in the area and
expertise in the development of these complex reservoirs, is the
logical company to acquire WIN," Robert Iverach, chairman of WIN,
added.
    
The transaction highlights were:

   -- WIN has 68,000 gross (53,600 net) acres of undeveloped
      land in Alberta and 93,600 gross (79,000 net) acres of
      exploratory land on a 10 year lease in Montana.  The
      Cowley lands in Alberta are concentrated on the same
      thrusted Belly River trend as Compton's Callum area to
      the north;

   -- WIN has 100% ownership of a one year old 10 MMCFD sweet
      gas plant in the Cowley area, some 22 miles south of
      Compton's Callum gas plant.  This plant was designed for
      easy expansion to 20 MMCFD with the installation of
      compression, and the primary pipeline infrastructure is
      in place, with a 35 kilometres 6 and 8 inch trunk line
      system through three townships of WIN and Compton
      interest lands.  The plant is processing approximately
      4 MMCFD of WIN and third party gas, with potential for
      future growth of processing revenues due to its strategic
      location.  The cost of the plant was approximately $8
      million;

   -- Additionally, WIN has a strategic proprietary interest in
      55 kilometres of 2D seismic and a new 36 square mile 3D
      seismic survey surrounding the best producing wells on
      the WIN lands.  Only WIN's newest well has been drilled
      on this 3D survey, which will allow for optimal placement
      of future well locations over the prolific areas in the
      complex thrust belt.  The seismic was shot in late 2006
      at a cost in excess of $3 million;

   -- Compton has completed an internal evaluation of the
      proved plus probable reserves of the existing producing
      wells, effective Sept. 1, 2007, and has ascribed 353
      MBOE (thousand barrels of oil equivalent) to the Cowley
      Property.  The resultant reserve acquisition metrics (net
      of undeveloped land, seismic, and the gas plant value)
      are $28.19/boe (barrel of oil equivalent);

   -- The corresponding production acquisition metric is
      $45,200/boepd (barrel of oil equivalent per day), based
      on WIN's current production of approximately 220 boepd;
      and

   -- WIN has income tax pools of approximately $52 million.
    
Upon completion of the transaction, Compton will become the
dominant operator of the Foothills Belly River trend from Township
6 to Township 14 W5M.  In this capacity, Compton will work with
local residents and stakeholders to ensure that Compton employs
the high standards of environmental protection and sustainable
development.  

As a result of the extensive research that Compton has conducted
on its Callum property, the impact of future development on WIN's
lands will continue to be minimized through multi-well pads and
horizontal drilling to effectively develop the unconventional gas
resources of this area.
    
The transaction will be subject to certain conditions, including
the approval of 66-2/3% of the votes cast by shareholders and
warrantholders of WIN at the meeting, receipt of all regulatory
and court approvals and other customary conditions.

In addition, WIN has agreed that it will not solicit or initiate
discussions or negotiations with any third party for any take-over
bid or other business combination involving WIN and Compton has
the right to match any unsolicited competing proposals.  Under
certain circumstances, WIN has agreed to pay a non-completion fee
of $1 million to Compton.
    
The transaction has the support of the board of directors of both
Compton and WIN.

Jennings Capital Inc. acted as exclusive financial advisor to WIN
and has provided WIN's board of directors with its verbal opinion,
subject to review of final documentation, that the consideration
to be received in the transaction is fair from a financial point
of view to the shareholders and warrantholders of WIN.

The board of directors of WIN has unanimously approved the
transaction and has concluded that it is in the best interests of
WIN and is unanimously recommending that shareholders and
warrantholders of WIN vote in favour of the transaction.  Major
shareholders and warrantholders of WIN, including directors and
officers, representing at least 18% of the outstanding shares and
warrants of WIN have agreed to enter into support agreements with
Compton whereby they will vote their shares and warrants in favour
of the transaction.
    
                  About WIN Energy Corporation

Headquartered in Calgary, Alberta, WIN Energy Corporation
(TSE:WNR) -- http://www.winenergycorp.com/-- is engaged in the  
exploration for, acquisition and development of natural gas and
natural gas liquids assets in the Province of Alberta.  It holds
oil and natural gas interests in the Cowley, Todd Creek, Quaich,
Hillspring and Pincher Creek areas of the Southern Alberta
Foothills Belt.  As of July 6, 2007, the company controls an
interest in approximately 55,000 gross acres.  100% of WIN's
production comes from the Triangle Zone. The company has 53,600
net undeveloped acres within this core area.

                About Compton Petroleum Corporation

Based in Calgary, Alberta, Compton Petroleum Corporation (TSX:
CMT)(NYSE:CMZ) -- http://www.comptonpetroleum.com/-- is engaged  
in the exploration, development, and production of natural gas,
natural gas liquids, and crude oil in the Western Canada
Sedimentary Basin.  The company is a wholly-owed subsidiary of
Compton Petroleum Acquisition Limited.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Moody's Investors Service changed Compton Petroleum Corporation's
rating outlook to negative from stable.  Moody's placed the
company's corporate family rating at B1 and senior unsecured note
rating at B2.


COPYTELE INC: Posts $1.1 Million Net Loss in Qtr. Ended July 31
---------------------------------------------------------------
CopyTele Inc. reported a net loss of $1.1 million for the three
months ended July 31, 2007, a decrease from the $2.1 million net
loss reported in the same period last year, mainly due to
decreases in research and development expenses and selling,
general and administrative expenses.

Net sales fell to $114,000 from $130,845.  Research and
development expenses decreased by approximately $641,000 in the
three-month period ended July 31, 2007, to approximately $671,000,
from approximately $1.3 million.  Selling, general and
administrative expenses decreased by approximately $465,000 to
approximately $469,000 in the three-month period ended July 31,
2007, from approximately $934,000 in the comparable prior-year
period.  

AT July 31, 2007, the company's consolidated balance sheet showed
$1.8 million in total assets, $320,343 in total liabilities, and
$1.5 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?2384
  
                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 22, 2007,
Grant Thornton LLP, in Melville, New York, expressed substantial
doubt about CopyTele Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's net loss of approximately $7.6 million during the year
and accumulated deficit of approximately $80.5 million at Oct. 31,
2006.

                       About CopyTele Inc.

Headquartered in Melville, New York, CopyTele Inc. (OTC BB:
COPY.OB) -- http://www.copytele.com/-- develops, makes, and  
markets multi-functional hardware and software based encryption
products that provide information security for domestic and
international users over virtually every communications media.  
The company also develops, makes, and markets thin, high
brightness, flat panel video displays.  The company sells its
encryption products directly to end-users and through dealers and
distributors.


COUNTRYWIDE FINANCIAL: Plan Seeks to Increase Deposits, WSJ Says
----------------------------------------------------------------
Countrywide Financial Corp. plans to double its number of branch
offices offering certificates of deposit and money-market accounts
over the next four to six months, The Wall Street Journal reports.

Countrywide currently has about 112 such offices, the paper says.

Citing Angelo Mozilo, Countrywide's chief executive officer, WSJ
relates that the company has stopped a brief run on deposits that
started in mid-August amid fears over the financial health of the
nation's largest home-mortgage lender.

According to the report, Countrywide is relying mostly on its
savings bank arm to provide funding for loans that can't be sold
to Fannie Mae or Freddie Mac.   

Until recently, WSJ says, Countrywide and other lenders could
easily package loans into securities for sale to investors world-
wide, however, investors's anxiety has forced a sharp curtailment
of lending.

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Countrywide released operational data for the month ended Aug. 31,
2007, disclosing, among others, that its mortgage loan fundings
for the month of August 2007 totaled $34 billion, a decrease of
17% from August 2006.

Countrywide also noted that its average daily mortgage loan
application activity for August 2007 was $2.3 billion, a decline
of 12% from August 2006.

The mortgage loan pipeline was $52 billion at Aug. 31, 2007, as
compared to $64 billion for the same period last year, Countrywide
said.

                         About Countrywide

Founded in 1969, Countrywide Financial Corporation (NYSE: CFC) --
http://www.countrywide.com/-- is a diversified financial services  
provider and a member of the S&P 500, Forbes 2000 and Fortune 500.
Through its family of companies, Countrywide originates,
purchases, securitizes, sells, and services prime and nonprime
loans; provides loan closing services such as credit reports,
appraisals and flood determinations; offers banking services which
include depository and home loan products; conducts fixed income
securities underwriting and trading activities; provides property,
life and casualty insurance; and manages a captive mortgage
reinsurance company.  At July 31, 2007, Countrywide employed
61,586 workers, 34,326 of which originate loans.

                      Bankruptcy Speculation

As reported in the Troubled Company Reporter on Aug. 17, 2007,
Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients Wednesday.  "If liquidations occur in a weak market,
then it is possible for CFC to go bankrupt," Mr. Bruce wrote.  

With $216 billion in assets and $202 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S.
history by those measures.

The company however gave banking customers reassurance that their
money was safe.  That company cited that it has assets of more
than $100 billion; has investment-grade ratings from three major
credit rating agencies; and credit woes currently hurting its
lending business won't affect federally insured deposits.

Countrywide also disclosed that it received a $2 billion strategic
equity investment from Bank of America which was completed and
funded Aug. 22, 2007.


CRAWFORD & CO: S&P Affirms BB- Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Crawford
& Co. to negative from stable.  At the same time, Standard &
Poor's affirmed its 'BB-' counterparty credit and senior secured
bank loan ratings on Crawford.
      
"The outlook was revised primarily due to lower revenues generated
by the U.S. Property & Casualty and Legal Settlement
Administration business segments, which further stressed earnings
in 2007 given the additional expenses and debt and interest
obligations assumed in the acquisition of Broadspire Management
Services Inc.," said Standard & Poor's credit analyst Damien
Magarelli.
     
The ratings on Crawford reflect the third-party administrator's
leading market position and diversified global claims services
operations.  However, high debt leverage and marginal liquidity
are negative factors.
     
Crawford's competitive position is good.  Founded in 1941,
Crawford is the world's largest independent provider of claims
management services to insurance companies and self-insured
companies, with 700 offices in 63 countries.  Crawford acquired
Broadspire, a leading claim services provider in the U.S. self-
insurance marketplace, on Oct. 31, 2006, to enhance its existing
competitive position in the self-insurance segment.

The largest acquisition in Crawford's history has contributed to
high debt leverage and marginal liquidity, and caution remains as
to how quickly Crawford will recognize the synergies and
competitive position benefits of the Broadspire acquisition.
     
The negative outlook is based on the view that the revenues within
the U.S. Property & Casualty and Legal Settlement Administration
segments have been below expectations and this decline was not
able to mitigate the additional expenses and debt and interest
obligations assumed in the acquisition of Broadspire.  

In addition, debt leverage and interest expense remain high.  It
remains unclear as to how quickly Crawford will be able to
integrate this large acquisition into its existing competitive
position and improve earnings.  If Crawford is unable to meet
expectations of debt leverage, interest coverage, and EBITDA
margins at 50%, 3x, and, 8%, respectively, in 2007, the rating
could be lowered one notch.  

If these expectations are met and improvements in these metrics
are likely in 2008, the outlook could be revised to stable.  
Crawford is also expected to maintain cash and cash equivalents
near $40 million in support of its liquidity, and to maintain its
global and good competitive position.


DAWN CDO: S&P Junks Rating on Class B Notes and Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B notes issued by Dawn CDO I Ltd., a cash flow arbitrage static
CDO of ABS transaction, and removed it from CreditWatch with
negative implications, where it was placed Aug. 29, 2007.

At the same time, S&P affirmed its 'AAA' rating on the class A
notes based on a financial guarantee insurance policy issued by XL
Capital Assurance Inc.
     
The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the class B notes
since they were last downgraded on June 23, 2006, primarily
continued negative migration in the overall credit quality of the
assets in the collateral pool.  The deal's class A/B and class C
overcollateralization ratios have declined due to severe credit
quality haircuts.  As of the most recent trustee report, dated
July 31, 2007, the class A/B overcollateralization ratio had
declined to 35.46%.  This compares with a trigger level of 120.00%
and a level of 43.62% at the time of the last downgrade.

     Rating Lowered and Removed from Creditwatch Negative
   
                       Dawn CDO I Ltd.

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                B           CCC+            BBB-/Watch Neg
    
                       Rating Affirmed
   
                        Dawn CDO I Ltd.
   
                      Class       Rating
                      -----       ------
                      A           AAA


DOUGLAS BAKER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Douglas Allen Baker
        P.O. Box 1147
        Darby, MT 59829

Bankruptcy Case No.: 07-61086

Chapter 11 Petition Date: September 18, 2007

Court: District of Montana (Butte)

Debtor's Counsel: Edward A. Murphy, Esq.
                  Central Square Building
                  201 West Main Street, Suite 201
                  Missoula, MT 59802
                  Tel: (406) 728-0810

Estimated Assets: Unstated

Estimated Debts: $1 Million to $100 Million

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


DOWNSTREAM DEVELOPMENT: S&P Rates Proposed $197MM Notes at B-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Downstream Development Authority's proposed $197 million senior
secured notes due 2015.  The notes will be sold privately under
Rule 144A of the Securities Act of 1933, and they replace the
previously proposed $235 million senior notes issuance, which was
rated on July 13, 2007.  

Proceeds from the notes, together with a subordinated note issue
and a committed $25 million furniture and equipment loan, as well
as a planned vendor financing, will be used to fund the
construction and development of the Downstream Casino Resort in
northeast Oklahoma at the border of Missouri.  

The Downstream Development Authority was established by the Quapaw
Tribe of Oklahoma to operate the casino resort.
     
The corporate credit rating on the Authority is 'B-' and the
rating outlook is negative.  "The rating reflects our view that
the facility's border location is somewhat challenged given a
relatively small population in close proximity to the proposed
resort, a high degree of competition, and high pro forma debt
levels based on our estimates for operating metrics," said
Standard & Poor's credit analyst Ariel Silverberg.
     
There are about 300,000 people located within about an hour drive
time from the proposed site in Downstream's primary market, which
is based to the east of the property since existing competition is
located to the west.  In addition, the facility has construction
and ramp-up related risks, and a lack of cash flow diversity as a
single property.  

These factors are somewhat tempered by the resort's direct access
off Interstate 44 and the quality of the proposed facility, which,
once constructed, is expected to be one of the more upscale
properties in the area.  Also, the escrowing of three interest
payments associated with the ramp-up of the property reduces risk.

Ratings List

Downstream Development Authority
Corporate Credit Rating               B-/Negative/  --

Rating Assigned

Downstream Development Authority
$197M Sr Secd Nts Due 2015            B-


EATON VANCE: S&P Cuts Rating on Class A Notes & Removes Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A notes issued by Eaton Vance CDO II Ltd., a high-yield arbitrage
CBO transaction managed by Eaton Vance Management Co., and removed
it from CreditWatch with negative implications, where it was
placed Dec. 18, 2006.

The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the class A notes
since they were downgraded on Nov. 8, 2005.  These factors include
negative migration in the overall credit quality of the assets in
the collateral pool.  

Additionally, the increased par loss experienced by the deal has
reduced the class A overcollateralization ratio to 80.66%
currently from 98.22% at the time of the last rating action (based
on the Oct. 14, 2005, trustee report).  The minimum required ratio
is 131.57%.

      Rating Lowered and Removed from Creditwatch Negative

                      Eaton Vance CDO II Ltd.

                             Rating
                             ------
                          To          From
                          --          ----
             Class A      CCC-        CCC+/Watch Neg


EGRET PROPERTIES: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Egret Properties, L.L.C.
        1 West Fourth St., Ste. 2000
        Cincinnati, OH 45202

Bankruptcy Case No.: 07-14392

Type of business: The Debtor provides commercial properties for
                  lease.

Chapter 11 Petition Date: September 17, 2007

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Stephen C. Crowe, Esq.
                  Crowe and Welch
                  1019 Main Street
                  Milford, OH 45150
                  Tel: (513) 831-8511
                  Fax: (513)831-1430

Estimated Assets: $1,800,000

Estimated Debts:  $1,741,390

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clermont County Treasurer      property at 1000           $70,504
101 East Main Street           Lila Avenue, Milford,
Batavia, OH 45103-2959         OH: 2004 real estate
                               tax-- $3,036; 2005
                               real estate tax--
                               $34,390; 2006 real
                               estate tax-- $33,078

                               special assessments        $11,708
                               assessments 2005:
                               $4,805; special
                               assessments 2006:
                               $6,903

City of Milford                water/sewer service         $1,846
Administrative Offices         and storm water to
745 Center Street              1000 Lila Avenue
Milford, OH 45150              Milford, OH 45150


ELECTRO-MECHANICAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Electro-Mechanical Industries, Inc.
        1800 Sherwood Forest, Suite D-1
        Houston, TX 77043

Bankruptcy Case No.: 07-36393

Type of business: The Debtor provides cable entry systems, cable
                  trays, enclosures, telco boxes, doghouse
                  systems, equipment platforms, site hardware and
                  accessories available in the telecommunication
                  industry.  See http://www.emiproducts.com/

Chapter 11 Petition Date: September 18, 2007

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Edward L. Rothberg, Esq.
                  Weycer, Kaplan, Pulaski & Zuber, P.C.
                  11 Greenway Plaza, Suite 1400
                  Houston, TX 77046
                  Tel: (713) 961-9045
                  Fax: (713) 961-5341

Financial condition as of September 30, 2007:

Total Assets: $2,095,211

Total Debts:  $740,704

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


FIRST DATA: S&P Lowers Corporate Credit Rating to B+ from BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Greenwood Village, Colorado-based First Data Corp. to
'B+' from 'BB+' and removed the rating from CreditWatch, where it
was placed on April 2, 2007, with negative implications.  The
outlook is negative.

Additionally, S&P is withdrawing its 'A-1' commercial paper rating
at the company's request.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to First Data's $15 billion secured credit
facilities, comprising a $2 billion revolving credit facility due
2013 and a $13 billion term loan B due 2014.  The loans are 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 partially
fund the $29 billion acquisition of the company by Kohlberg Kravis
Roberts & Co.
     
S&P also affirmed its 'A' rating on First Data's senior unsecured
debt, reflecting the company's stated intention that it will
tender for all of its outstanding bonds in conjunction with the
closing of the LBO.  Once the tender is completed, S&P will
withdraw those ratings.
     
"The ratings on First Data now reflect its highly leveraged
capital structure, weakened credit protection measures, and modest
pro forma free cash-flow generation following substantially
increased interest expense as a result of the LBO," said Standard
& Poor's credit analyst Phil Schrank.
     
The company's pro forma debt to EBITDA ratio is expected to be
very high for the ratings, at about 9x.  EBITDA interest coverage
will be less than 1.5x, and free cash flow to total debt will be
in the low single digits.  However, as a result of First Data's
strong business profile and stable operating performance, S&P
believe the company can support higher-than-typical leverage for
the rating.


FLEXTRONICS INT'L: S&P Holds Low-B Ratings and Removes Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Singapore-based Flextronics International Ltd. from CreditWatch,
where they were placed with negative implications on June 4, 2007.  
The 'BB+' corporate credit and 'BB-' subordinated ratings are
affirmed; the outlook is negative.

At the same time, S&P assigned its 'BB+' senior unsecured rating
to the company's proposed $2.5 billion term loan B that will be
used to fund the cash requirements of the acquisition of Solectron
Corp.
      
"The rating action follows a review of the proposed acquisition,
and will not be affected by the ultimate mix of equity and cash
within the proscribed ranges used in the transaction," said
Standard & Poor's credit analyst Lucy Patricola.
     
The ratings reflect competitive industry characteristics,
significant integration challenges and potentially high initial
leverage for the rating.  These factors are partly offset by the
company's top-tier industry position, good cash flow and
efficient, global manufacturing operations.  Following its
acquisition of Solectron, Flextronics will be the second largest
provider of electronics manufacturing services, serving a
diversity of end markets.  

The combination of Flextronics and Solectron reduces its
concentration in cell phones and creates a more balanced portfolio
of consumer-oriented, high volume programs with lower volume,
highly complex manufacturing programs serving OEMs in networking,
computing and emerging markets.  Still, Flextronics management
will be challenged to integrate Solectron's manufacturing oriented
culture into its highly efficient global operation.  Further,
Flextronics will need to accelerate and expand Solectron's
restructuring efforts.


FREESCALE SEMICONDUCTOR: S&P Puts BB- Rating Under Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Freescale Semiconductor Inc. on
CreditWatch with negative implications.
      
"The action reflects the company's depressed profitability and
cash flows, resulting in debt leverage well above earlier
expectations," said Standard & Poor's credit analyst Bruce Hyman.  
Freescale's business has been affected by weakness in Motorola's
cell phone business and the North American automotive market, some
softness in the communications infrastructure line, and weakening
conditions in the broad-based semiconductor industry.
     
While Freescale seeks to broaden its customer base and has
announced several cost reduction initiatives, operational
improvements are unlikely to become immediately effective.  Debt
to EBITDA was 7.5x for the June quarter annualized, and was 6.7x
for the four quarters ended June 30, 2007, well above earlier
expectations, while the business has generated negative free cash
flows for the first half of 2007.  S&P will meet with management
to assess likely business conditions, cost reduction initiatives
and their effect on profitability, cash flows, and leverage.


GE CAPITAL: Fitch Affirms B- Rating on $5.9MM Class O Certs.
------------------------------------------------------------
Fitch Ratings has affirmed GE Capital Commercial Mortgage Corp.'s
commercial mortgage pass-through certificates, series 2002-3, as:

   -- $259.6 million class A-1 at 'AAA';
   -- $553.8 million class A-2 at 'AAA';
   -- Interest-only class X-1 at 'AAA';
   -- Interest-only class X-2 at 'AAA';
   -- $46.8 million class B at 'AAA';
   -- $16.1 million class C at 'AAA';
   -- $26.3 million class D at 'AAA';
   -- $14.6 million class E at 'AAA';
   -- $10.2 million class F at 'AAA';
   -- $17.6 million class G at 'AA';
   -- $11.7 million class H at 'A+';
   -- $27.8 million class J at 'BBB+';
   -- $10.2 million class K at 'BBB';
   -- $8.8 million class L at 'BBB-;
   -- $10.2 million class M at 'BB';
   -- $8.8 million class N at 'B+';
   -- $5.9 million class O at 'B-'.

Fitch does not rate the $17.6 million class P certificates.

Although the transaction has experienced paydown and defeasance
since the last Fitch rating action, affirmations are warranted due
to sustained weak performance by two of the top 10 loans (4.5%).  
Twenty-five loans (21.4%) have defeased, including two of the top
10 loans (5.3%).  As of the September 2007 distribution date, the
pool has paid down 10.2% to $1.05 billion from $1.17 billion at
issuance.

There have been no delinquent or specially serviced loans and no
losses since issuance.

Seven loans (8.4%) are considered Fitch Loans of Concern due to
decreases in debt service coverage ratio and occupancy or other
performance issues.  This includes the fourth (2.7%) and tenth
(1.8%) largest loans in the pool, which are two cross-
collateralized and cross-defaulted loans owned by the same
borrower secured by three multifamily buildings located in
downtown Denver, CO.  Combined occupancy at these properties has
declined from 95.4% at issuance to 91.5% at year-end 2006.  As a
result, the year end 2006 DSCR was 0.84x and 0.85x, respectively.  
These loans' higher likelihood of default was incorporated into
Fitch's analysis and Fitch will continue to closely monitor the
performance of these loans.

Fitch reviewed the performance of the deal's one credit assessed
loan and underlying collateral.  The asset, the Westfield
Shoppingtown Portfolio (8.7%), is secured by two regional shopping
malls consisting of 911,194 square feet of in-line space located
in Santa Ana and Roseville, CA.  Servicer reported net operating
income has increased 3.8% since issuance at these properties.  In
addition, the Roseville property is undergoing a $250 million
renovation which is expected to be completed in the fall of 2008.  
The loan maintains an investment grade credit assessment.


GENERAL MOTORS: Labor Talks Slows Down Over Planned VEBA Trust
--------------------------------------------------------------
Labor talks between General Motors Corp. and the United Auto
Workers has slowed down as the parties discuss on a proposal to
create a trust that would shoulder more than $90 billion in
health-care benefits GM, Ford Motor Co., and Chrysler LLC
owe to a large number of union retirees, The Wall Street Journal
reports.

Complicated details of the trust -- called a VEBA, for voluntary
employees' beneficiary association -- have derailed the talks,
however, WSJ's sources say GM and the UAW are closer on the
thorny issue of funding such a trust than they were last week.

According to the Journal, questions regarding the issue involve,
among others, what to do if health-care inflation exceeds
expectations, the proper way to estimate the cost of providing
benefits to an individual and whether the auto makers would get
money back if Washington enacts universal health coverage.

GM was picked by the UAW as lead negotiator on a new
four-year labor contract.

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.


GENESCO INC: Shareholders Approve Acquisition by Finish Line
------------------------------------------------------------
Genesco Inc.'s shareholders voted to approve the merger agreement
providing for the acquisition of Genesco by The Finish Line, Inc.
at a special meeting of shareholders held on Sept. 17, 2007, at
Genesco's executive offices in Nashville, Tennessee.

Based on the preliminary tally of shares voted, approximately 73%
of the shares of Genesco capital stock present and voting at the
special meeting (in person or by proxy) voted in favor of the
proposed merger agreement.  The number of shares that voted to
approve the merger agreement represents approximately 72% of the
total number of shares of Genesco capital stock outstanding and
entitled to vote as of Aug. 6, 2007, the record date for the
special meeting. If the merger is completed, the holders of
Genesco common stock will be entitled to receive $54.50 in cash,
without interest, for each share of Genesco common stock owned by
such holders.

Following the vote on the merger agreement, the special meeting
was adjourned due to the lack of a quorum with respect to a
proposal to approve and adopt a charter amendment that would
permit the redemption of Genesco's Employees' Subordinated
Convertible Preferred Stock following the completion of the
merger.  The special meeting is expected to be reconvened in order
to take a vote on the charter amendment proposal following the
completion of the merger.  The approval and adoption of the
charter amendment is not a condition to the completion of the
merger.

                        About Finish Line

Headquartered in Indianapolis, Indiana, The Finish Line Inc.
(Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based  
specialty retailer operating under the Finish Line, Man Alive and
Paiva brand names.  The company currently operates 697 Finish Line
stores in 47 states and online, 95 Man Alive stores in 19 states
and online and 15 Paiva stores in 10 states and online.

                        About Genesco Inc.

Based in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, following the announcement that it has rejected
Foot Locker Inc.'s conditional bid to acquire Genesco for
approximately $1.3 billion ($51.00 per share)in cash.

In April 2007, S&P placed its ratings, including the 'BB-'
corporate credit rating, on Genesco Inc. on CreditWatch with
developing implications after Foot Locker launched its bid for
Genesco.

The Foot Locker deal also prompted Moody's Investors Service to
place the ratings of Genesco on review for possible downgrade.  
Affected ratings include the company's "Ba3" corporate family
rating.


GENESCO INC: UBS Halts Finish Line Deal Pending Additional Info
---------------------------------------------------------------
The Finish Line Inc. said it has received a request from UBS Loan
Finance LLC and UBS Securities LLC for additional financial and
other information regarding Genesco Inc., and has forwarded the
request to Genesco.  As previously announced, UBS provided The
Finish Line with a commitment letter regarding financing for its
proposed acquisition of Genesco.

In a separate communication to The Finish Line, UBS also stated
that it "intends to defer any further work on the remaining
closing documents ... pending the results of its analyses of
Genesco's financial condition and performance."  UBS said that
should it "be able to obtain a better understanding of Genesco's
financial condition and performance, UBS believes that if needed
the remaining documents could be completed expeditiously
thereafter."

The Finish Line noted that while it continues to evaluate its
options in accordance with the terms of the merger agreement, it
intends to continue working on the closing documents.  The company
does not intend to make further comments at this time.

                        About Finish Line

Headquartered in Indianapolis, Indiana, The Finish Line Inc.
(Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based  
specialty retailer operating under the Finish Line, Man Alive and
Paiva brand names.  The company currently operates 697 Finish Line
stores in 47 states and online, 95 Man Alive stores in 19 states
and online and 15 Paiva stores in 10 states and online.

                        About Genesco Inc.

Based in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, following the announcement that it has rejected
Foot Locker Inc.'s conditional bid to acquire Genesco for
approximately $1.3 billion ($51.00 per share)in cash.

In April 2007, S&P placed its ratings, including the 'BB-'
corporate credit rating, on Genesco Inc. on CreditWatch with
developing implications after Foot Locker launched its bid for
Genesco.

The Foot Locker deal also prompted Moody's Investors Service to
place the ratings of Genesco on review for possible downgrade.  
Affected ratings include the company's "Ba3" corporate family
rating.


GERDAU AMERISTEEL: Chaparral Offering Obtains 99.96% Consents
-------------------------------------------------------------
Gerdau Ameristeel Corporation has received consents from the
holders of approximately $299,885,000 million in aggregate, or
99.96% in aggregate, of Chaparral Steel Company's outstanding 10%
Senior Notes due 2013 as of 5:00 p.m., New York City time, on
Sept. 14, 2007, in connection with its tender offer and consent
solicitation for such Notes.

The consents received exceeded the number needed to approve the
adoption of the proposed amendments to the indenture under which
the Notes were issued.  

The total consideration for the Notes was determined as of
2:00 p.m., New York City time, on Sept. 14, 2007, using the bid-
side yield on the 3.625% U.S. Treasury Note due July 15, 2009 as
displayed on the Bloomberg Government Pricing Monitor Page PX4
plus 50 basis points, less accrued and unpaid interest to, but not
including, the Early Settlement Date.

The yield on the Reference Security was 4.107% and the tender
offer yield was 4.607%.  Accordingly, the total consideration for
each $1,000 principal amount of Notes validly tendered and not
withdrawn at or prior to 5:00 p.m., New York City time, on the
Early Consent Date is $1,139.25.

The Total Consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes, which will be payable only
in respect of the Notes purchased that were validly tendered and
not withdrawn at or prior to the Early Consent Date.  

Holders whose Notes are accepted for payment will also be paid
accrued and unpaid interest from the most recent interest payment
date to, but not including, the applicable Settlement Date.
    
Based on the consents received, Chaparral, the guarantors and the
trustee under the indenture governing the Notes have entered into
a supplemental indenture that will, once operative, eliminate
substantially all of the restrictive covenants in the Note
indenture and certain of the events of default, well as modify
certain other provisions contained therein.

The supplemental indenture became operative on Sept. 18,
2007, the Early Settlement Date, which is the date on which the
company will accept for payment and pay for the Notes validly
tendered and not withdrawn on the Early Consent Date.
    
Holders who have not yet tendered their Notes may tender until
5:00 p.m., New York City time, on Sept. 28, 2007, unless extended
by the company.  Such holders will not be eligible to receive the
consent payment and accordingly will only be eligible to receive
an amount equal to the Total Consideration less the consent
payment.
    
In accordance with the terms of the Offer to Purchase, tendered
Notes may no longer be withdrawn and delivered consents may no
longer be revoked, unless the tender offer is terminated without
any Notes being purchased or the company is required by law to
permit withdrawal or revocation.
    
The company's offer to purchase the Notes is subject to the
satisfaction or waiver of the various conditions as described in
the Offer to Purchase.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, Sept. 28, 2007, subject to the company's right to
amend, extend or terminate the tender offer at any time.
    
J.P. Morgan Securities Inc. is the sole Dealer Manager for the
tender offer and the consent solicitation and can be contacted at
(212) 270-1477 (collect).

Global Bondholder Services Corporation is the Information Agent
and the Depositary for the tender offer and the consent
solicitation and can be contacted at (212) 430-3774 (collect) or
toll free at (866) 952-2200.
    
                  About Chaparral Steel Company

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

               About Gerdau Ameristeel Corporation

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


GERDAU AMERISTEEL: S&P Retains Negative Watch on BB+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit and its other ratings on steel maker Gerdau Ameristeel
Corp. remain on CreditWatch with negative implications.  The
ratings were placed on CreditWatch on July 11, 2007, following the
company's announcement that it was acquiring Chaparral Steel Co.
(B+/Watch Pos/--) for $4.2 billion in an all-cash transaction.  
The transaction closed on Sept. 14, 2007.

Although preliminary financing has been indicated, including a
$2.75 billion term loan and a $1.15 billion bridge loan facility
guaranteed by 66% owner Gerdau S.A. (BBB-/Negative/-- ), longer-
term financing plans at the Gerdau Ameristeel level have not been
disclosed.
     
"We will resolve the CreditWatch once a permanent capital
structure is announced," said Standard & Poor's credit analyst
Marie Shmaruk.


GRACE MASTALLI: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Grace Louise Mastalli
        aka Grace L. Mastalli
        5135 Westbard Avenue
        Bethesda, MD 20816

Bankruptcy Case No.: 07-19014

Chapter 11 Petition Date: September 17, 2007

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: David E. Lynn, Esq.
                  15245 Shady Grove Road
                  Suite 465 North
                  Rockville, MD 20850
                  Tel: (301) 255-0100
                  Fax: (301) 255-0101

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
William Lilley                 Personal loan              $35,000
4941 Glenbrook Road,
Northwest
Washington, DC 20016

Sidwell Friends School         Tuition                    $32,018
3825 Wisconsin Avenue, N.W.
Washington, DC 20016

Gary Edwards                   Personal loan              $25,000
4432 Brandywine Street,
Northwest
Washington, DC 20016

Internal Revenue Service       Income tax                 $23,162
Insolvency Section

Navy Federal Credit Union      Credit line                $15,542

C.M. Sparks, Inc.              Services                   $15,320

Navy Federal Credit Union      Credit Card                $15,130

Belma's Group                  Services                   $10,900

The Barrie School              Tuition                    $10,635

Department of Justice F.C.U.   Credit Card                $10,353

Norwood School                 Tuition                     $8,211

Department of Justice F.C.U.   Credit line                 $4,947

Capital One Bank               Credit Card                 $4,866

Life Matters                   Services                    $4,672

Rathbone & Associates          Medical Services            $1,236

Woodmont Psychiatric Group,    Medical Services            $1,110
L.L.C.

Mercantile Potomac             Credit line                 $1,051

McDermott Gianini Gray Dental  Medical Services              $549

Johns Hopkins Univ. School of  Medical Services              $509
Medicine
Clinical Practice Association

David S. Ross, D.D.S.          Medical Services              $347


GREAT PANTHER: Appoints Charles Brown as Chief Operating Officer
----------------------------------------------------------------
Great Panther Resources Limited disclosed last week the
appointment of Mr. Charles Brown to the position of chief
operating officer of the company.

The company said that Mr. Charles Brown has more than 30 years
experience successfully operating and developing mines in Canada
and internationally.  Having graduated from Nottingham University,
U.K. with an honours degree in Mining Engineering, his experience
ranges from operating small gold mines in Ontario and Venezuela to
being Managing Director of Tara Mines Ltd. in Ireland, where he
was responsible for one of the world's largest underground zinc
mines.  Most recently, he was the project manager for Newgold Inc.
during its underground exploration and development program at the
Afton Mine in British Columbia, leading to the completion of a
positive feasibility study.

"With production increasing at both our Topia and Guanajuato
Mines, we are focusing on improving efficiencies to better reflect
the outstanding potential of these two operations, and we believe
that Charlie will be instrumental in achieving our goals.  We are
extremely pleased to have Charlie join Great Panther, particularly
in the current competitive environment for qualified mining
engineers", said Bob Archer, the company's president & chief
executive officer.

The company also disclosed that it has granted stock options to
two senior officers, including Mr. Brown, and to three employees
to purchase an aggregate of up to 550,000 shares.

                      About Great Panther

Headquartered in Vancouver, Canada, Great Panther Resources
Limited (TSX: GPR) -- http://www.greatpanther.com/-- is a mining  
and exploration company.  The company's current activities are
focused on the mining of precious and base metals from its wholly
owned properties in Mexico.  In addition, Great Panther is also
involved in the acquisition, exploration and development of other
properties in Mexico.

                      Going Concern Doubt

KPMG LLP, in Vancouver, Canada, expressed substantial doubt about
Great Panther Resources Ltd.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses and
operating cash flow deficiencies.


GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Certificates
----------------------------------------------------------------
Fitch upgrades Greenwich Capital Commercial Mortgage Trust's
mortgage pass-through certificates, series 2004-GG1 as:

  -- $26 million class C to 'AAA' from 'AA+';
  -- $52 million class D to 'AA+' from 'AA-';
  -- $32.5 million class E to 'AA-' from 'A+';

In addition, Fitch affirms the ratings on these classes:

  -- $3.3 million class A-2 at 'AAA';
  -- $274 million class A-3 at 'AAA';
  -- $296 million class A-4 at 'AAA';
  -- $381.8 million class A-5 at 'AAA';
  -- $100 million class A-6 at 'AAA';
  -- $1 billion class A-7 at 'AAA';
  -- $61.8 million class B at 'AAA';
  -- $32.5 million class F at 'A';
  -- $26 million class G at 'BBB+';
  -- $39 million class H at 'BBB-';
  -- $6.5 million class J at 'BB+';
  -- $13 million class K at 'BB';
  -- $13 million class L at 'BB-';
  -- $9.8 million class M at 'B+'';
  -- $9.8 million class N at 'B';
  -- $6.5 million class O at 'B-';
  -- Interest Only classes XP and XC at 'AAA';
  -- $10.3 million class OEA-B1 at 'BBB-';
  -- $14.2 million class OEA-B2 at 'BBB-'.

Fitch does not rate the $42.3 million class P.  Class A-1 has paid
in full.

The upgrades are a result of additional paydown (0.9%) and
additional defeasance (19.1%) since Fitch's last rating action in
January 2007.  In total, 18 loans (29.3%) have defeased, including
three (14.4%) of the top five loans in the deal, 885 Third Avenue,
660 Madison Avenue and Greensboro Corporate Center.

As of the September 2007 distribution date, the pool's aggregate
certificate balance has decreased 6.5% to $2.46 billion compared
to $2.63 billion at issuance.  There are no delinquent or
specially serviced loans.

Six loans (17%) are credit assessed by Fitch and remain investment
grade.  Fitch reviewed operating statement analysis reports and
other performance information provided by Wachovia Bank, N.A.
111 Eighth Avenue (6.0%) is secured by a 2.9 million square foot
(sf), 17-story office building in the West Midtown South submarket
of Manhattan.  The loan is a pari passu interest (consisting of a
$147 million A-1a Note) in a $467.1 million whole loan which
includes $49.2 million in B-Notes.  Occupancy as of July 2007
increased to 99.4% from 90.0% at issuance.

Southland Mall (3.4%) is secured by a 1.0 million sf regional
shopping mall in Hayward, CA. Anchors include Macy's, J.C. Penney,
Mervyn's (ground lease), and Sears (not part of the collateral).  
Collateral occupancy as of June 2007 increased to 94.6% from 90.4%
at issuance.

Deerbrook Mall (3.2%) is secured by 461,298 sf in a 1.2 million sf
regional mall in Humble, TX.  The anchors are not part of the
collateral and include Dillard's, Macy's (formerly Foley's), JC
Penney, Mervyn's (closed), and Sears.  In-line occupancy as of
June 2007 increased to 98.1% from 93.6% at issuance.

Water Tower Place (2.2%) is secured by 727,838 sf of retail and
93,841 sf of office space in Chicago, IL.  Occupancy as of March
2007 decreased to 81.8% from 96.1% at issuance as a result of the
store closing of Lord & Taylor.

The DDR Portfolio (1.8%) is secured by 2.9 million sf of anchored
retail space located in 10 geographically diverse properties.  
Occupancy of the portfolio as of June 2007 increased to 95.4% from
92.9% at issuance.

222 East 41st Street (0.4%) is secured by the fee interest in
19,700 sf of ground under a New York City office building.  The
land lease is absolute net, and the landlord has no obligations to
pay for or provide any services to the leasehold interest.


HILTON HOTELS: Launches Cash Tender Offers for $1.8 Billion Debt
----------------------------------------------------------------
Hilton Hotels Corporation has commenced cash tender offers for
approximately $1.8 billion of its outstanding unsecured debt
securities last week.  The Securities comprise the 8.000%
Quarterly Interest Bonds due 2031 and the 7.430% Chilean
Inflation-Indexed (UF) Notes due 2009.

The tender offer for each series of Securities is being conducted
concurrently with a related consent solicitation to amend the
terms of such Securities and the indenture pursuant to which the
Securities were issued.  The tender offers and consent
solicitations are being conducted in connection with the merger
agreement that provides for the acquisition of Hilton by BH Hotels
LLC, an entity controlled by investment funds affiliated with The
Blackstone Group L.P.  The completion of the tender offers and
consent solicitations is not a condition to completion of the
Merger.

The offer for each issue of Securities will expire at 8:00 a.m.,
New York City time, on Oct. 11, 2007, unless extended or earlier
terminated by Hilton.  Holders who wish to receive the total
consideration for the Securities referred to below must validly
tender and not validly withdraw their Securities at or prior to
5:00 p.m., New York City time, on Sept. 25, 2007, unless extended
or earlier terminated.

Holders tendering their Securities will be required to consent to
proposed amendments to the Securities, the Indenture and the
related officers' certificates, which would eliminate
substantially all of the restrictive covenants contained in the
Securities, the Indenture and the related officers' certificates,
eliminate certain events of default, modify or eliminate covenants
regarding consolidations, mergers and sale of assets and company
reports and modify or eliminate certain other provisions,
including, without limitation, certain provisions relating to
defeasance contained in the Securities, the Indenture and the
related officers' certificates.  Holders may not tender their
Securities without also delivering consents and may not deliver
consents without also tendering their Securities.

The total consideration for each $1,000 principal amount of
Notes validly tendered and not validly withdrawn pursuant to each
tender offer is the price equal to (i) the sum of (a) the present
value, determined in accordance with standard market practice, on
the Scheduled Payment Date of $1,000 on the applicable maturity
date for the Notes specified in the table below plus (b) the
present value on the Scheduled Payment Date of the interest that
would be payable on, or accrue from, the last interest payment
date prior to the Scheduled Payment Date until the applicable
maturity date for such Notes, in each case determined on the basis
of a yield to such maturity date equal to the sum of (A) the yield
to maturity on the applicable benchmark security, as calculated by
Bear, Stearns & Co. Inc. in accordance with standard market
practice, based on the bid-side price of such reference security
as of 11:00 a.m., New York City time, on Oct. 5, 2007, unless
modified by Hilton in its sole discretion, as displayed on the
page of the Bloomberg Government Pricing Monitor plus (B) the
Applicable Spread, minus (ii) accrued and unpaid interest to, but
not including, the Scheduled Payment Date.

The total consideration for each $25 principal amount of Bonds
validly tendered and not validly withdrawn pursuant to the tender
offer for the Bonds is $25.125.

The total consideration for each CLP50,000 original principal
amount of CLP Notes validly tendered and not validly withdrawn
pursuant to the tender offer for the CLP Notes is $119.53.
The total consideration for each CLP50,000 original principal
amount of CLP Notes represents a price of approximately
$1,028.72 per $1,000 Adjusted Principal Amount, converted at the
Observed Exchange Rate on Sept. 11, 2007.  The foregoing
translation is solely for the convenience of the holders of CLP
Notes; the CLP Notes Total Consideration is fixed and will not be
adjusted for exchange rate movements or changes in the Adjusted
Principal Amount during the pendency of the Offer for such CLP
Notes.

The total consideration for the Securities includes a consent
payment of $30 per $1,000 principal amount of Notes, $1 per $25
principal amount of Bonds and $3 per CLP50,000 original principal
amount of CLP Notes.  Subject to the terms and conditions of the
tender offers and the consent solicitations, the consent payment
will be made on the payment date in respect of Securities validly
tendered and not validly withdrawn and as to which consents to the
proposed amendments are delivered at or prior to the Consent
Payment Deadline.  Holders of the Securities must validly tender
and not validly withdraw Securities at or prior to the Consent
Payment Deadline in order to be eligible to receive the applicable
total consideration for such Securities purchased in the tender
offers.  Holders who validly tender their Securities after the
Consent Payment Deadline and at or prior to the Offer Expiration
Date will be eligible to receive the tender offer consideration
which is an amount, paid in cash, equal to the applicable total
consideration less the applicable consent payment.

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

Each tender offer and consent solicitation is being made
independently of the other tender offers and consent solicitations
and Hilton reserves the right to terminate, withdraw or amend each
tender offer and consent solicitation independently of the other
tender offers and consent solicitations at any time and from time
to time.

The tender offers and consent solicitations relating to the
Securities are made upon the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated
Sept. 12, 2007, and the related Consent and Letter of Transmittal.  
The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including receipt of consents
sufficient to approve the proposed amendments and the Merger
having occurred, or such Merger occurring substantially concurrent
with the Offer Expiration Date.

Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment
Bank to act as the lead Dealer Managers for the tender offers and
lead Solicitation Agents for the consent solicitations, and they
can be contacted at (877) 696-BEAR (toll-free) ((212) 272-5112
(collect)) and (888) 719-4210 (toll-free) ((203) 719-4210
(collect)), respectively. Banc of America Securities LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated are also acting
as Dealer Managers and Solicitation Agents in connection with the
tender offers and the consent solicitations.

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

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India, Indonesia,
Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

The company continues to carry Standard & Poor's Ratings Services'
BB+ rating with a stable outlook.


HILTON HOTELS: Stockholders OK Acquisition by Blackstone Group
--------------------------------------------------------------
Hilton Hotels Corporation disclosed that at a special meeting,
stockholders approved the merger agreement with investment funds
affiliated with The Blackstone Group L.P.  Over 98% of the shares
that voted were cast in favor of the merger.

Subject to the satisfaction or waiver of all required regulatory
approvals and other closing conditions, Hilton expects the
transaction to be completed by the end of October 2007.  All
required regulatory approvals have been obtained other than the
receipt of clearance from the European Commission under the EC
Merger Regulation.  A notification was filed with the European
Commission under the EC Merger Regulation on Sept. 14, 2007.

Following the closing of the merger, Hilton's stockholders will
receive $47.50 in cash, without interest, for each share of Hilton
common stock held.

                     About Hilton Hotels

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India, Indonesia,
Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *
The company continues to carry Standard & Poor's Ratings Services'
BB+ rating with a stable outlook.


HOST HOTELS: Paying Common and Pref. Stock Dividends on Oct. 15
---------------------------------------------------------------
The board of directors of Host Hotels & Resorts Inc. has
authorized a regular quarterly cash dividend of $0.20 per share on
the company's common stock.  The dividend is payable on Oct. 15,
2007 to stockholders of record on Sept. 30, 2007.

The company intends to pay this regular quarterly common dividend
of $0.20 per share going forward, and, in addition, to declare a
special dividend during the fourth quarter, the amount of which is
expected to vary depending on the company's level of taxable
income.

Based on the company's recent 2007 guidance, the company expects
that the fourth quarter special dividend will be in the range of
$.10 to $.20.
    
The company also declared a cash dividend of $0.5546875 per share
on its Class E cumulative redeemable preferred stock for the third
quarter of 2007.  The preferred dividend is payable on Oct. 15,
2007 to stockholders of record on Sept. 30, 2007.
    
                   About Host Hotels & Resorts

Headquartered in Bethesda, Maryland, Host Hotels & Resorts Inc.
(NYSE:HST) -- http://www.hosthotels.com/-- is a lodging real  
estate investment trust and owns luxury and upper upscale hotels.  
The company currently owns 121 properties with approximately
64,000 rooms, and also holds a minority interest in a joint
venture that owns seven hotels in Europe with approximately 2,700
rooms.  Guided by a disciplined approach to capital allocation and
aggressive asset management, the company partners with premium
brands such as Marriott(R), Ritz-Carlton(R), Westin(R),
Sheraton(R), W(R), St. Regis(R), The Luxury Collection(R),
Hyatt(R), Fairmont(R), Four Seasons(R), Hilton(R) and
Swissotel(R)* in the operation of properties in over 50 major
markets worldwide.

                          *     *     *

The company continues to carry Standard & Poor's Ratings Services'
BB corporate credit rating with a positive outlook.


ITRON INC: Posts $23.9 Million Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Itron Inc. reported a net loss of $23.9 million for the second
quarter ended June 30, 2007, compared with net income of
$10.2 million in the same period in 2006.  The loss was primarily
due to acquisition-related charges for in process research and
development and inventory.

Non-GAAP net income, which excludes amortization expense related
to intangible assets, acquisition related charges for in process
research and development and inventory, and amortization of debt
fees, was $27.7 million compared with $15.0 million in the 2006
period.  Non-GAAP net income is higher in the second quarter of
2007 primarily due to the Actaris acquisition.

Total revenues for the second quarter of 2007 of $401.6 million  
were $237.7 million, or 145.0%, higher than 2006 second quarter
revenues of $163.8 million.  Itron North America revenues for the
second quarter of $151.9 million were approximately $11.9 million,
or 7.3%, lower than the second quarter of 2006.  2006 second
quarter revenues included over $30.0 million from the company's
contract with Progress Energy.  This contract also contributed to
the higher number of meters shipped during the second quarter of
2006.  Actaris revenues of $249.6 million were comprised of
shipments to electric, gas and water utilities of approximately
40%, 31% and 29%, respectively.

"We are obviously pleased with our financial results for the
quarter," said LeRoy Nosbaum, chairman and chief executive
officer.  "As expected, the acquisition of Actaris dramatically
improved the operating profile of our company and provides a
platform for future growth opportunities in the global energy and
water markets."

The company completed the acquisition of Actaris on April 18,
2007.  Actaris products include electricity meters sold outside of
the U.S. and Canada and gas and water meters sold around the
world.

Net interest expense of $20.7 million in the second quarter of
2007 was $18.5 million higher than the comparable period in 2006.
The increased net interest expense in 2007 was primarily due to
the placement of $1.2 billion in debt for the Actaris acquisition.

The company had a $14.8 million GAAP income tax benefit for
the second quarter of 2007.  This compares with a GAAP income tax
provision of $5.0 million in the second quarter of 2006.  The
benefit is due to the pre-tax GAAP loss.

Net cash provided by operating activities was $62.9 million
million for the first six months of 2007, compared with
$56.8 million in the same period of 2006.  Adjusted earnings
before interest, taxes, depreciation and amortization in
the second quarter of 2007, was $69.3 million compared with
$28.8 million for the same period in 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$2.99 billion in total assets, $2.38 billion in total liabilities,
and $615.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?238c

                        About Itron Inc.

Headquartered in Liberty Lake, Washington, Itron Inc. (NASDAQ:
ITRI) -- http://www.itron.com/ -- operates in two divisions: as  
Itron in North America and as Actaris outside of North America.  
The company provides metering, data collection and software
solutions, with nearly 8,000 utilities worldwide relying on iits
technology to optimize the delivery and use of energy and water.

                          *     *     *

Itron Inc. carries to date Standard & Poor's Ratings Services' B+
corporate credit rating.


JP MORGAN: S&P Assigns Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-CIBC20's $2.6 billion commercial mortgage pass-through
certificates series 2007-CIBC20.
     
The preliminary ratings are based on information as of
Sept. 18, 2007.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4, A-SB, A-1A, X-2, A-M, and A-J are currently being offered
publicly.  Standard & Poor's analysis of the portfolio determined
that, on a weighted average basis, the pool has debt service
coverage of 1.19, a beginning LTV of 111.7%, and an ending LTV of
105.3%.

The rated final maturity date for these certificates is February
2051.  Unless otherwise indicated, pool balances and statistics do
not include two B notes that have not been contributed to the
trust, but are related to A notes of A/B loans included in the
pool.  For the purpose of calculating the number of loans,
Standard & Poor's considers each group of cross-collateralized and
cross-defaulted loans as one loan.
     
    
                  Preliminary Ratings Assigned
        J.P. Morgan Chase Commercial Mortgage Securities
                        Trust 2007-CIBC20
   
                                           Recommended
    Class        Rating        Amount     credit support
    ------       -------      ------      --------------
    A-1          AAA         $29,213,000       30.000%
    A-2          AAA        $105,083,000       30.000%
    A-3          AAA        $208,581,000       30.000%
    A-4          AAA      $1,052,752,000       30.000%
    A-SB         AAA         $85,146,000       30.000%
    A-1A         AAA        $361,383,000       30.000%
    X-2          AAA      $2,545,748,000          N/A
    A-M          AAA        $263,165,000       20.000%
    A-J          AAA        $157,899,000       14.000%
    X-1*         AAA      $2,631,654,456          N/A
    B            AA+         $29,606,000       12.875%
    C            AA          $26,317,000       11.875%
    D            AA-         $29,606,000       10.750%
    E            A+          $26,317,000        9.750%
    F            A           $19,737,000        9.000%
    G            A-          $29,606,000        7.875%
    H            BBB+        $36,185,000        6.500%
    J            BBB         $32,896,000        5.250%
    K            BBB-        $29,606,000        4.125%
    L            BB+         $32,896,000        2.875%
    M            BB           $9,869,000        2.500%
    N            BB-          $6,579,000        2.250%
    P            B+          $19,737,000        1.500%
    Q            B            $3,290,000        1.375%
    T            B-           $9,868,000        1.000%
    NR           NR          $26,317,456          N/A

         * Interest-only class with a notional amount.
                    N/A -- Not applicable.
                       NR -- Not rated.


KEENHOLD ASSOCIATES: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Keenhold Associates
        215 8th Street
        Wind Gap, PA 18091

Bankruptcy Case No.: 07-21594

Type of business: The Debtor owns apartments.

Chapter 11 Petition Date: September 18, 2007

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Stephen G. Bresset, Esq.
                  Bresset & Santora, L.L.C.
                  701 Main Street, Suite 303
                  Stroudsburg, PA 18360
                  Tel: (570) 476-3240

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
1st Star Savings               bank loan                  $62,986
P.O. Box 908
Albertis, PA 18011


LATTICE INC: June 30 Balance Sheet Upside-Down by $2.4 Million
--------------------------------------------------------------
Lattice Incorporated's consolidated balance sheet at June 30,
2007, showed $13.4 million in total assets, $15.6 million in total
liabilities, and $236,740 in minority interest, resulting in a
$2.4 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $4.4 million in total current
assets available to pay $15.2 million in total current
liabilities.

The company reported net income of $1.7 million for the second
quarter ended June 30, 2007, compared to a net loss of $7,106 a
year earlier.  Included in net income for the most recent quarter
was $1.9 million of derivative income representing a decrease in
the fair value of the company's derivative liabilities.

Revenues for the quarter were $3.7 million compared to
$1.3 million in the second quarter of 2006, an increase of
$2.4 million.  Revenues for the quarter ended June 30, 2007,
include $1.6 million in revenues attributable to Ricciardi
Technologies Inc., an entity acquired by the company in September
2006.  Disregarding the impact of the addition of Ricciardi
Technologies, comparable sales increased $800,000 or 60.0% from
$1.3 million in the quarter ended June 30, 2006, to $2.1 million  
in the quarter ended June 30, 2007.

The company reported an operating loss for the quarter of $20,045
versus an operating income of $115,653 in the comparable quarter
of 2006.  Included in the current quarter were non-cash
amortization expenses related to intangible assets totaling
$520,000 versus $57,000 in the year ago quarter.

Lattice chief executive officer Paul Burgess said, "We are pleased
to report our continued growth in the second quarter.  By
continuing to augment our existing contracts and add new
agreements, we anticipate further organic growth and cost
efficiencies as we look ahead.  We will strive to improve margins
in our services segment as we focus our product development
resources on accelerating the market launch of innovative, high
margin solutions.

"We plan on continuing to expand our sales efforts both within the
federal government secure software solutions space and commercial
accounts.  Our strong contract backlog has given us an opportunity
to further expand our existing revenue base across both markets.
During the quarter we also continued to investigate potential
acquisitions of profitable companies with proprietary products and
services which will mesh well with our existing customers and
business."

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?2381


                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 3, 2007, Peter
C. Cosmas Co. CPA's expressed substantial doubt about Lattice
Incorporated's ability to continue as a going concern after
auditing the company's financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that the
company has generated significant losses and requires additional
working capital to continue operations.

                    About Lattice Incorporated

Headquartered in N. Pennsauken, N.J., Lattice Incorporated (OTC
BB: LTTC) -- http://latticeincorporated.com/-- is a provider of  
advanced information and communications technology to the
government and commercial markets.  The company's technology
services division designs, deploys and manages advanced
technological solutions at key government agencies and mid- to
large-sized enterprises.  Lattice's technology products division
consists of several core proprietary platforms used to develop
customized software applications with military grade security in
multiple vertical markets.


LE-NATURE'S INC: Giant Eagle May Still Purchase Latrobe Facility
----------------------------------------------------------------
R. Todd Neilson, the chapter 11 trustee overseeing Le-Nature's
Inc.’s estates, has asked the Hon. M. Bruce McCullough of the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
approve a sale of the Debtor’s Latrobe plant to Giant Eagle Inc.,
the Associated Press reports.

Under a settlement agreement, Cadbury Schweppes PLC will complete
its acquisition of the facility for $19 million, the report adds.  
Cadbury Schweppes will then resell it to Giant Eagle at the same
price.  Giant will also forfeit its $2 million deposit and pay Mr.
Neilson $2.25 million to be used to pay creditors.

The report relates that although Giant Eagle entered into the
settlement agreement, it denied any wrongdoing on its part.

As previously reported in the Troubled Company Reporter, Giant
Eagle won the Court-approved auction for the Debtor’s Latrobe
plant, edging out Cadbury Schweppes’ $19 million offer with a
$20 million bid.  However, Giant Eagle’s purchase was put on hold
after allegations surfaced that it had intimidated Cadbury
Schweppes during the bidding process.

Judge McCullough, on August 30, invalidated the sale to Giant
Eagle, and awarded it to Cadbury Schweppes.  Cadbury Schweppes,
however said that it wasn’t interested in the property anymore and
will sell it if compelled to make the purchase.

The Court is set to hear Mr. Neilson’s request on September 25.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LE-NATURE'S INC: Wachovia Capital Faces Suit Over Debtor's Fall
---------------------------------------------------------------
A lawsuit was filed Monday in a Manhattan federal court against
Wachovia Capital Markets LLC over the downfall of Le-Nature's
Inc., the Associated Press reports.  The suit also names Gregory
J. Podlucky, the Debtor's chairman and chief executive officer and
BDO Seidman LLP.

According to AP, the suit alleges that Wachovia Capital had
knowledge of the alleged improper accounting practices and
financial issues that hounded Le-Nature prior to the completion of
a credit facility dated September 2006.  Under that credit
facility, the Debtor had borrowed $285 million.  According to the
suit, that loan was administered by Wachovia Bank N.A. and later
syndicated, AP adds.

The suit, AP says was filed on behalf of a group who holds more
than $165 million of debt issued under that credit facility.

The lawsuit further claims that Wachovia aided and abetted the
fraud by providing documents to lenders that overstated the
Debtor's revenue and earnings, AP discloses.

AP relates that both Wachovia and BDO Seidman have denied the
allegations and claims that they too were victims.  A lawyer for
Mr. Podlucky however didn't give an immediate response, AP further
relates.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq. at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.


LEBARON DRYWALL: Judge McDonald Okays Minkemann as Accountant
-------------------------------------------------------------
The Honorable Donald MacDonald IV of the United States Bankruptcy
Court for the District of Alaska gave LeBaron Drywall Inc.
permission to employ Minkemann & Associates, CPA, as its
accountants.

As reported in the Troubled Company Reporter on Aug. 6, 2007,
Russell Minkemann, is expected to:

   a) work with the Debtor in the preparation of current and past
      due tax returns;

   b) work with the Internal Revenue Service, the State of Alaska
      and other taxing entity regarding taxes due by the Debtor;
      and

   c) analyze the tax consequences of the sale of assets.

The Debtor said that Mr. Minkemann will be paid an hourly rate of
$200.

The Debtor told the Court that none of the accountants at the firm
represent any interest adverse to its estates and creditors.

                       About LeBaron Drywall

Based in Anchorage, Alaska, LeBaron Drywall Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel. No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.  The
Court extended, until Oct. 10, 2007, the Debtor's exclusive period
to file a plan of reorganization.


MANAGER'S RIDGE: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Manager's Ridge LLC
        c/o Sunrise Venture Group, LLC
        4000 Barranca Parkway, Suite 250
        Irvine, CA 92604

Bankruptcy Case No.: 07-00976

Chapter 11 Petition Date: September 18, 2007

Court: District of Hawaii (Honolulu)

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Nine Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Sunrise Venture Group LLC                 $1,880,000
4000 Barranca Parkway, Suite 250
Irvine, CA 92604

Community Planning and Engineering          $144,000
1100 Alakea Street, Suite 600
Honolulu, HI 96813

KTGY Group Inc.                              $55,000
17992 Mitchell South
Irvine, CA 92614

City and County of Honolulu                  $18,340

Assayag Mauss Kempion, APC                   $12,000

Andrew Rothstein Mai                          $3,000

Title Guaranty                                  $350

Board of Water Supply                            $75

C&J Telecommunications                           $13


MOVIE GALLERY: Failure to Pay Interests Cue Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded Movie Gallery Inc.'s long
term credit ratings, including its corporate family rating to C
from Caa3.  The rating outlook is stable.  

The downgrade follows the company's announcement that on
Sept. 10, 2007, it did not make the interest payment due on its
second lien term loan and that the company has decided to defer
the payment of the interest due to beyond the applicable grace
period.  As a result of the missed payment, effective Sept. 15,
2007, an event of default was triggered under the company's first
lien credit agreement, second lien credit agreement, and its 11%
senior notes indenture.  

As a result of the triggering of an event of default, the
administrative agent, at its sole option or at the request of the
requisite lenders, has the ability to terminate the existing first
lien forbearance agreement.  The senior notes forbearance
agreement would terminate two days later barring an event which
would cure the event of default.  This rating action resolves the
review for possible downgrade initiated on July 3, 2007.

These ratings are downgraded:

-- Corporate family rating to C from Caa3;

-- Probability of default rating to D from Caa2;

-- $100 million senior secured revolving credit facility to
    Caa1 (LGD2, 18%) from B2 (LGD2, 18%);

-- $25 million synthetic letter of credit facility to Ca
    (LGD4, 55%) from Caa2 (LGD4, 55%);

-- $600 million first lien term loan to Ca (LGD4, 55%) from
    Caa2 (LGD4, 55%);

-- $175 million second lien term loan to C (LGD5, 81%) from
    Caa3 (LGD5, 81%);

-- Senior unsecured notes to C (LGD6, 95%) from Ca (LGD6,
    95%)

This rating is affirmed:

-- Speculative grade liquidity rating at SGL-4

Movie Gallery, headquartered in Dothan, Alabama, is a leading
provider of in-home movie and game entertainment in the United
States.  It operates over 4,600 stores in the United States,
Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.  LTM revenues for the
period ended July 1, 2007 were about $2.5 billion.


MSCAN HOLDINGS: Factory Card Merger Cues S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Elmsford,
New York-based party goods manufacturer and retailer Amscan
Holdings Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.  The company had total
reported debt outstanding of about $636 million at July 31, 2007.
     
"The CreditWatch listing follows the announcement that Amscan has
entered into an agreement and plan of merger with Factory Card &
Party Outlet Corp.," said Standard & Poor's credit analyst
Christopher Johnson.  Amscan will acquire Factory Card for $16.50
per share in cash including the assumption of debt for a
transaction value about $72 million.  The merger agreement has
been approved by the board of directors of both companies.  The
transaction, which is expected to close in the fourth quarter of
2007, is subject to shareholder and regulatory approval, as well
as satisfaction of other customary closing conditions.
     
"Although financing details have yet to be disclosed, we expect
that Amscan's debt levels will increase and that credit measures
may weaken from current levels," said Mr. Johnson.  "Prior to
resolving the CreditWatch, we will meet with management to discuss
the financing of the planned transaction
and the company's operating strategies."


N-45o FIRST: Moody's Affirms Class E Notes' Rating at Ba1
---------------------------------------------------------
Moody's Investors Service upgraded the rating of one class and
affirmed the ratings of six classes of N-45o First CMBS Issuer
Corporation, Commercial Mortgage-Backed Bonds, Series 2003-3 as:

-- Class A-1, $87,039,092, Fixed, affirmed at Aaa
-- Class A-2, $228,469,000, Fixed, affirmed at Aaa
-- Class IO, Notional, affirmed at Aaa
-- Class B, $47,632,000, Fixed, upgraded to Aa1 from Aa2
-- Class C, $31,446,000, Fixed, affirmed at A2
-- Class D, $31,446,000, Fixed, affirmed at Baa3
-- Class E, $3,701,072, Fixed, affirmed at Ba1

The bonds are collateralized by three mortgage loans, which range
in size from 30.8% to 34.8% of the pool balance based on current
principal amounts.  As of the Aug. 15, 2007 distribution date, the
aggregate certificate balance has decreased by about 7.1% to
$429.7 million from $462.4 million at securitization due to loan
amortization.

In the aggregate, the properties have performed the same as at
last review and at securitization.  However, the loans have
continued to benefit from amortization on a 25-year schedule.
Moody's pooled loan to value ratio is 62.9%, compared to 65.4% at
last review and compared to 71.8% at securitization.

The Place Bell Loan, which comprises 34.8% of the pool balance, is
secured by a 989,800 square foot Class A office building located
in Ottawa, Ontario.  The building was 96.1% occupied as of
February 2007, compared to 99.4% at last review and compared to
98.9% at securitization.  The largest tenant is Bell Canada
(Moody's senior unsecured rating Baa1; on review for possible
downgrade), which occupies 47.8% of the building.  The loan has an
unlimited guarantee by the sponsor, H&R REIT.  Based on Moody's
adjusted cash flow of $20.1 million and a normalized
capitalization rate, Moody's LTV is 68.9%, compared to 70.4% at
last review and compared to 77.2% at securitization.  Moody's
current shadow rating is Baa3.

The Fifth Avenue Place Loan, which comprises 34.4% of the pool
balance, is secured by a 1.47 million square foot Class A office
building complex located in Calgary, Alberta.  The buildings were
100% leased as of January 2007, compared to 99.4% at last review
and compared to 99.8% at securitization. Based on Moody's adjusted
cash flow of $26.6 million and a normalized capitalization rate,
Moody's LTV is 51.4%, compared to 53.8% at last review and
compared to 59.8% at securitization.  Moody's current shadow
rating is Aa3.

The Tour Bell Loan, which comprises 30.8% of the pool balance, is
secured by a Class A office building located in Montreal, Quebec.  
The building was 90.6% occupied as of December 2006, compared to
95% at last review and compared to 96.3% at securitization.  The
largest tenant is Bell Canada, which occupies 82.4% of the
building.  Based on Moody's adjusted cash flow of $16.5 million
and a normalized capitalization rate, Moody's LTV is 74.2%,
compared to 77.8% at last review and compared to 83.9% at
securitization.  Moody's current shadow rating is Ba1.


NASDAQ STOCK: Borse Dubai Leads Bid in LSE Stake Sale, WSJ Says
---------------------------------------------------------------
Borse Dubai, a stock exchange owned by the government of Dubai
emerged as the leading bidder in the sale of Nasdaq Stock Market
Inc.'s stake of about 30% in the London Stock Exchange Group PLC
and a minority stake in Nasdaq itself, The Wall Street Journal
reports, citing people familiar with the matter.

According to WSJ's sources, pursuant to the deal, Borse Dubai
would take a stake in Nasdaq of less than 20% through a multistep
deal in which Borse Dubai would buy Nordic exchange operator
OMX AB in a cash deal and then sell it to Nasdaq for cash and
shares.

The deal would likely give Nasdaq control of OMX, the Journal
said.

The Troubled Company Reporter earlier reported that Nasdaq was
expected to close a the sale of its LSE stake to Qatar Investment
Authority this week.

Various 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.

Last month, 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.

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.


NEONODE INC: Posts $1.7 Million Net Loss in Quarter Ended July 31
-----------------------------------------------------------------
Neonode Inc., formerly known as SBE Inc., incurred a net loss of
$1.7 million in the three months ended July 31, 2007, a decrease
from the $7.8 million net loss reported in the same period last
year, mainly due to a decrease in amortization and impairment of
acquired software and intellectual property expenses as a result
of the write down to expected realizable value in fiscal 2006 of
the company's software asset that was acquired in the PyX
Technologies Inc. acquisition in 2005.

Net revenue for the third quarter of fiscal 2007 was $26,000,
compared to $21,000 in the third quarter of fiscal 2006.  Revenues
for both periods were generated from the company's storage
software business that was sold on Aug. 20, 2007.

At July 31, 2007, the company's consolidated balance sheet showed
$1.8 million in total assets, $614,000 in total liabilities, and
$1.1 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?237a

                       Merger with Neonode

On Aug. 10, 2007, SBE completed its merger with Cold Winter.  As a
result of the merger, the company changed its name to Neonode Inc.

                       Going Concern Doubt

BDO Seidman LLP, in San Francisco, Calif., expressed substantial
doubt about SBE Inc. now known as Neonode Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of the years ended Oct. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses and
negative cash flows from operations.

                        About Neonode Inc.

Neonode Inc. (NasdaqCM: NEON) -- http://www.neonode.com/-- is a  
publicly traded company with licenses and products sold worldwide
through both direct web sales and local distribution partners.  
Continuing operations will be focused on developing, manufacturing
and selling multimedia touchscreen mobile phones with a focus on
design, enhanced user experience and customization in addition to
licensing the company's touchscreen and other technologies to
third party companies.


NUTRITIONAL SOURCING: U.S. Trustee Appoints 7-Member Committee
--------------------------------------------------------------
Kelly Beaudin Stapleton, United States Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in Nutritional Sourcing Corp.'s Chapter 11 case.

The Creditors Committee members are:

   1. Wilmington Trust Company
      Attn: James J. McGinley
      Rodney Square N., 1100, N. Market St.
      Wilmington, DE 19890-0001
      Tel: (302) 651-1000
      Fax: (302) 636-4145

   2. Fidelity Management & Research Company
      Attn: Nate VanDuzer
      82 Devonshire Street, V13H
      Boston, MA 02109
      Tel: (617) 392-8129
      Fax: (617) 392-1605

   3. Everest Capital Inc.
      Attn: John Malloy
      2061 South Bayshore Dr., Suite 1700
      Miami, FL 33133
      Tel: (305) 666-1700
      Fax: (305) 666-1919

   4. Pension Benefit Guaranty Corporation
      Attn: Mike Strollo
      1200 K Street, Northwest
      Washington, D.C. 20005
      Tel: (202) 326-4000 ext: 4907
      Fax: (202) 326-4112

   5. Coca-Cola Puerto Rico Bottlers
      d/b/a CCI Limited Partnership
      Attn: Roger A. Tovar, Chief Operating Officer
      P.O. Box 51895
      Toa Baja, PR, 00950-1985
      Tel: (787) 288-6400 ext. 3001
      Fax: (787) 282-6526

   6. Plaza Provision Company
      Attn: Robert A. Cimino
      P.O. Box 363328
      San Juan, PR 00936-3328
      Tel: (787) 781-2070
      Fax: (787) 781-2210

   7. Suiza Dairy Corporation
      Attn: Benedicto Marrero
      P.O. Box 363207
      San Juan, PR 00936-9427
      Tel: (787) 792-7300
      Fax: (787) 792-9427

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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.  Pepper Hamilton LLP serves as their
Delaware counsel.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between
$1 million and $100 million.


NUTRITIONAL SOURCING: Committee Wants FTI as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Nutritional
Sourcing Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to retain FTI
Consulting Inc. as its financial advisors.

FTI will perform financial advisory services for the committee,
nunc pro tunc to Aug. 13, 2007.  Specifically, FTI will:

   a. assist the Committee in the review of financial related
      disclosures required by the Court, including the schedules
      of assets and liabilities, the statement of financial
      affairs and monthly operating reports;

   b. assist the Committee with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing
      including, the preparation for hearings regarding the use of
      cash collateral and DIP financing;

   c. assist with a review of the Debtors' short-term cash
      management procedures;

   d. assist with a review of critical employee benefit and vendor
      programs;

   e. assist with a review of the Debtors' performance of
      cost/benefit evaluations with respect to the affirmation or
      rejection of various executory contracts and leases;

   f. assist in the review of financial information distributed by
      the Debtors to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts,
      and analysis of proposed transactions for which Court
      approval is sought;

   g. attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Committee and any other official committees organized in the
      chapter 11 proceedings, the U.S. Trustee, other parties-in-
      interest and professionals hired, as requested;

   h. assist in the evaluation of the asset sale process and bids
      received;

   i. assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      chapter 11 proceedings;

   j. assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   k. render litigation advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the
      Committee; and

   l. render other general business consulting or other assistance
      as the Committee or its counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals in
      the proceeding.

The customary hourly rates of FTI are:

       Designation                        Hourly Rate
       -----------                        -----------
       Senior Managing Directors          $615 - $675
       Directors/Managing Directors       $450 - $590
       Consultants/Senior Consultants     $225 - $420
       Administration/Paraprofessionals    $95 - $180

The Committee assures the Court that FTI does not represent any
entity having adverse interest in the case and is therefore
eligible to represent the Committee.

The firm can be reached at:

             FTI Consulting Inc.
             3 Times Square, 11th Floor
             New York, NY 10036
             Tel: (212) 247-1010
             Fax: (212) 841-9350
             http://www.fticonsulting.com/
             
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.  Pepper Hamilton LLP serves as their
Delaware counsel.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between
$1 million and $100 million.


NUTRITIONAL SOURCING: Wants Nod on Mesirow Financial as Consultant
------------------------------------------------------------------
Nutritional Sourcing Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Mesirow Financial Consulting, LLC as their consultant, nunc
pro tunc to Aug. 13, 2007.

The Debtors relate to the Court that because their resources and
personnel are focused on consummating a sale of their assets, they
need additional assistance to compile, analyze and prepare the
financial reports and schedules required by the Bankruptcy Code.  

Mesirow will assist the Debtors in the preparation and review of
the reports and filings, including schedule of assets and
liabilities and statements of financial affairs.

The Debtors will pay Mesirow a fixed monthly fee of $35,000 for
the services of one senior vice president, plus reimbursement of
out-of-pocket expenses.

To the best of the Debtors' knowledge, Mesirow is a "disinterested
person" within the meaning of section 101(14) of the Code, as
modified by section 1107(b) of the Code.

The Court scheduled a hearing at 2:00 p.m., on Sept. 24, 2007, for
considering approval of the retention of Mesirow as the Debtors'
financial consultant.

The firm can be reached at:

             Thomas J. Allison
             Sr. Managing Director
             Mesirow Financial Consulting, LLC
             350 North Clark Street
             Chicago, IL 60610
             Tel: (800) 453-0600
             http://www.mesirowfinancial.com/

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.  Pepper Hamilton LLP serves as their
Delaware counsel.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts between
$1 million and $100 million.


OSLO REINSURANCE: New York Court Recognizes Chapter 15 Petition
---------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered an order recognizing the UK
scheme proceedings of Oslo Reinsurance Company (UK) Limited and
Oslo Reinsurance Company ASA as the foreign main proceedings
pursuant to Chapter 15 of the U.S. Bankruptcy Code.

The Debtors are subject to a scheme of arrangement proceeding in
the High Court of Justice of England and Wales.

Chapter 15, which became effective Oct. 17, 2005, broadens the
mechanism through which representatives of non-US proceedings
might obtain relief, including injunctive relief, in the United
States; expands the powers of U.S. Bankruptcy Courts; and enhances
the rights of both U.S. and non-U.S. creditors.

The U.S. Court's decision has effectively stayed all other legal
proceedings that may be ongoing or commenced against the Debtors.  
It also protects the Debtors' assets within the United States from
any execution, transfer, encumbrance, and disposal.

                       Scheme of Arrangement

The Debtors had written reinsurance business in the London market
through a reinsurance pool that went into a run-off on Nov. 1,
2002.

Reinsurance pools that enter into a run-off, typically completes
in 20 or more years, cease underwriting new business and seek to
determine, settle and pay all liquidated claims of their insureds
as they rise.  To shorten the run-off and reduce administrative
cost, the Debtors have each entered into a scheme of arrangement
under English Law.  The Schemes apply to all business written by
the companies within the pool.

On Feb. 28, 2007, the companies met with Scheme Creditors, after
being allowed by the U.K. High Court on Dec. 12, 2006.  The High
Court also confirmed that Philip Heitlinger has authority to
request recognition and a permanent injunction order under Chapter
15 of the Bankruptcy Code on the December 12 order.

On July 9, 2007, the High Court sanctioned the Schemes, which were
voted in favor of by the requisite majorities of Scheme Creditors.

                      About Oslo Reinsurance

Jan. C. H. Endresen, in his capacity as Foreign Representative for
Oslo Reinsurance Company (UK) Limited and Oslo Reinsurance Company
ASA, filed for chapter 15 protection on July 19, 2007 (Bankr. S.D.
N.Y. Case No. 07-12212).  Geoffrey T. Raicht, Esq., at Sidley
Austin LLP, represents the Foreign Representative in this case.  
When the company filed the petition for chapter 15, they listed
estimated assets and debts of $1 million to $100 million.


PARMALAT SPA: Earns EUR244.3 Million for First Half 2007
--------------------------------------------------------
The Parmalat Group posted EUR244.3 million in net profit on
EUR1.81 billion in net revenues for the first half ended
June 30, 2007, compared with EUR17 million in net profit on
EUR1.76 billion in net revenues for the same period ended
June 30, 2006.

The Group’s net financial position improved significantly during
the first half of 2007, with the balance moving from indebtedness
of EUR170 million to net financial assets totaling EUR58.9
million, for a net gain of EUR228.9 million compared with Dec. 31,
2006.

These developments account for most of this improvement:

   -- the cash flow from operations, net of changes in
      operating working capital and after capital expenditures
      and income tax payments, amounted to EUR39.1 million;

   -- cash from litigation settlements totaled EUR237.4   
      million, which is the net result of legal costs amounting
      to EUR40.9 million (related both to 2006 and 2007 years)
      and proceeds of EUR278.3 million generated by settlements
      reached during the first half of 2007;

   -- cash flow from non-recurring transactions totaled
      EUR7.1 million.  This amount is mainly the net
      result of proceeds generated by the disposal of non-
      strategic non-current assets (EUR22.8 million), less
      outlays of EUR11.2 million for acquisitions of equity
      investments (including EUR8.1 million paid by Parmalat
      S.p.A. to buy back the interests held by minority
      shareholders in two subsidiaries in Russia and Romania);
      and

   -- the cash flow from financial transactions reflects net
      financial income of EUR5.3 million, dividend payments
      totaling EUR43.4 million and proceeds of EUR7.0 million
      generated by the exercise of warrants.  Sundry items
      totaled EUR23.6 million net.

Events occurring after June 30, 2007 that had a material impact on
the Group’s net financial position included the collection of
EUR187.8 million generated by the sale of the Spanish operations
on July 4, 2007, and the collection of EUR28.7 million generated
by the sale of the business operations of Boschi Luigi & Figli
S.p.A. on July 2, 2007.

                 Outlook for the Balance of 2007

The outlook results for the first half of 2007 were in line with
expectations, despite a less than positive performance by the
Venezuelan operations, confirming that the growth and
consolidation trend enjoyed by the Parmalat Group is continuing in
terms both of revenues and profitability of EBITDA.

Targets for growth are in line with expectations, despite the
continuous increase in the price of raw milk (both powdered and
liquid), in part offset by an adjustment in pricing policy
excluding the delta perimeter of Boschi and Spain of around EUR15
million, and the Venezuela effect of around EUR7 million.

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that  
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the Cayman
Islands.  Gordon I. MacRae and James Cleaver of Kroll (Cayman)
Ltd. serve as Joint Provisional Liquidators in the cases.

On Jan. 20, 2004, the Liquidators filed Sec. 304 petition, Case
No. 04-10362, in the United States Bankruptcy Court for the
Southern District of New York.  In May 2006, the Cayman Island
Court appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.  Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304
case.

The Honorable Robert D. Drain presides over the Parmalat Debtors'
U.S. cases.


PITTSBURGH BREWING: Completes Transfer of Assets to Iron City
-------------------------------------------------------------
The new Iron City Brewing Company disclosed in a press release
that it is now open for business.

The assets of the former Pittsburgh Brewing Company were
officially transferred to a new ownership group that has brought
in a new management team and has supplied significant new
financial resources.  The brewery, located in Pittsburgh’s
Lawrenceville neighborhood, is now called Iron City Brewing
Company, the original name the brewery was founded under in 1861.

"The new Iron City Brewing Company, led by an experienced
management team and a dedicated group of employees, is totally
focused on providing quality products to our loyal customers,"
said Tim Hickman, new president of Iron City Brewing Company.  "We
have great-tasting and well-known brands that are steeped in local
tradition, and we’re committed to making Pittsburghers proud again
of their hometown beers."

As part of Iron City Brewing Company’s reorganization plan
approved by the U.S. Bankruptcy Court for the Western District of
Pennsylvania, the brewery is investing $4.1 million for
modernization of the Lawrenceville facility and is increasing
marketing efforts to promote the brewery’s popular brands, which
include Iron City, I.C. Light and Augustiner.

"The brewery is open today because of the hard work of many
dedicated people who are committed to keeping this local icon in
Pittsburgh," added Mr. Hickman.  "We’d like to publicly thank our
employees and their union, our valued wholesalers, distributors
and vendors, the UPMC Health System, Governor Rendell, Allegheny
County Chief Executive Dan Onorato and Pittsburgh Mayor Luke
Ravenstahl. Above all we want to thank the people of Western
Pennsylvania for their loyalty and support of the brewery -- we’re
excited to have the opportunity to serve them for years to come."

Iron City Brewing Company -- http://www.ironcitybrewingcompany.com
-- is owned by a team of investors led by Unified Growth Partners,
a private equity firm that brings together operating experience
and growth capital to build extraordinary companies.  During its
146-year history, the brewery has been a pioneer in the industry
by introducing many innovations including the first twist-off cap,
the first snap top can, the first light beer and the first
aluminum bottle.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company Inc. -- http://www.pittsburghbrewingco.com/--     
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts were estimated at $1 million
to $10 million.  Keystone Brewers Holding Co, a holding company
for PBC's intellectual property assets, also filed a voluntary
chapter 11 petition on March 10, 2006.  The Court confirmed the
Debtors' plan on June 2007.


PLAYTEX PRODUCTS: Discloses Results of Tender Offers
----------------------------------------------------
Playtex Products Inc. disclosed results to date of its tender
offers and consent solicitations.  As of 5:00 p.m., New York City
time, on Sept. 18, 2007, tenders and consents had been received
from holders of $217.2 million in aggregate principal amount of
the company's 8% Senior Secured Notes due 2011 (CUSIP No.
72813PAK6) and $217.8 million in aggregate principal amount of the
company's 93/8% Senior Subordinated Notes due 2011 (CUSIP No.
72813PAH3).

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture governing the 8% Notes and requisite
consents to adopt the proposed amendments to the indenture
governing the 9-3/8% Notes have been received.

Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount
of the outstanding Notes of each series.

The company has retained Banc of America Securities LLC to serve
as the exclusive Dealer Manager and Solicitation Agent for the
tender offers and Global Bondholder Services Corporation to serve
as the Information Agent.
    
                  About Energizer Holdings Inc.

Headquartered in St. Louis, Missouri, Energizer Holdings Inc.
(NYSE:ENR) -- http://www.energizer.com/-- is engaged in the   
manufacturer of primary batteries, flashlights, and men's and
women's wet-shave products.  Its brand names include Eveready and
Energizer.  These brands are marketed and sold in more than 165
countries.  The company's subsidiaries manufacture and/or market a
line of primary alkaline and carbon zinc batteries, miniature
batteries, specialty photo lithium batteries, rechargeable
batteries, and flashlights and other lighting products.  It has
products in three categories: household batteries, including the
premium, performance and price segments; specialty batteries, and
lighting products.  The company's subsidiaries operate 23
manufacturing and packaging facilities in 14 countries on five
continents.

                      About Playtex Products

Headquartered in Westport, Connecticut, Playtex Products Inc.
(NYSE: PYX) -- http://www.playtexproducts.com/--  is a    
manufacturer and distributor of a diversified portfolio of Skin
Care, Feminine Care, and Infant Care products, including Banana
Boat, Hawaiian Tropic, Wet Ones, Playtex gloves, Playtex tampons,
Playtex infant feeding products, and Diaper Genie.

                          *     *     *  

As reported in the Troubled Company Reporter on July 17, 2007.
Moody's Investors Service placed all ratings of Playtex Products
Inc.'s under review for possible upgrade, including the company's
'B2' corporate family rating.

The review was prompted by the company's announcement that it
signed a definitive agreement by which Energizer Holdings Inc.
will acquire PYX in an all-cash transaction valued at about
$1.9 billion, including the assumption of debt, about
$700 million.  The transaction remains subject to governmental and
regulatory approvals as well as approval of the shareholders of
PYX, and is expected to close in the fall of 2007.  LGD
assessments are also subject to change.


POLY-PACIFIC: Re-Prices $300,000 Private Placement of Debentures
----------------------------------------------------------------
Poly-Pacific International Inc. re-priced its private placement of
subordinate, unsecured, convertible debentures in the aggregate
principal amount of $300,000 disclosed on Aug. 2, 2007.

Pursuant to the re-pricing, the conversion price and the warrant
exercise price have been reduced to $0.255.  The Debentures will
mature and be due and payable on the date that is six months from
the closing date.  

The principal amount of the Debentures will be convertible into
units of the company at the conversion price of $0.255 per
Debenture Unit, each Debenture Unit consisting of one common share
of the company and one common share purchase warrant, with each
Debenture Warrant entitling the holder thereof to purchase one
common share for a price of $0.255 per share until two years from
the closing date.

The principal amount of the Debentures will bear interest at the
rate of 15% per annum, calculated and paid on the maturity date.

The Debentures and any securities issued upon the conversion of
the Debentures will be subject to a four month hold period. Poly-
Pacific intends to use the proceeds from the Debentures to perform
due diligence on the McAdoo Landfill site granted under the access
agreement, and for general working capital.  The private placement
is subject to the approval of the TSX Venture Exchange.

             About Poly-Pacific International Inc.

Based in Edmonton, Alberta, Poly-Pacific International Inc. -
http://www.poly-pacific.com/-- (TSX: PMB.V)(BERLIN:A0LGDN)  
(OTCBB:PLYPF)(FRANKFURT:POZ) manufactures a line of plastic media
blasting for commercial and industrial applications including
paint stripping, coating removal, surface
preparation and conditioning.

                       Going Concern Doubt

Collins Barrow Edmonton LLP, in Edmonton, Alberta, raised
substantial doubt about Poly-Pacific International Inc.'s ability
to continue as a going concern after auditing the company's
financial statements for the years ended Dec. 31, 2006, and 2005.  
The auditor pointed to the company's recurring losses from
operations and net working capital deficiency.


PRUDENTIAL STRUCTURED: Declining Credit Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1, B-1L, B-2, and B-2L notes issued by Prudential
Structured Finance CBO I, an arbitrage CDO of ABS transaction, and
removed them from CreditWatch with negative implications,
where they were placed Feb. 27, 2007.  Concurrently, S&P affirmed
its ratings on the class A-1, A-1L, and A-2L notes.
     
The downgrades are primarily the result of declining credit
quality and increased defaults.  Speculative-grade assets
represent 48.79% of the current portfolio, compared with 34.49% at
the time of the September 2006 rating actions.  While the
overcollateralization ratios of the class A notes have improved
since that time, the class B overcollateralization ratios have
declined to irreparable levels.  

Standard & Poor's notes that as of the Aug. 15, 2007, settlement
date report, the trustee reported approximately $21.038 of
securities rated 'CC' or 'D', which accounts for nearly 43% of the
total portfolio.  While S&P are currently affirming the rating on
the class A-2L notes, S&P may place it on CreditWatch positive in
the future if paydowns continue.
   
     Ratings Lowered and Removed from Creditwatch Negative
    
              Prudential Structured Finance CBO I

                               Rating
                               ------
                   Class    To         From
                   -----    --         ----
                   B-1      CCC-       B-/Watch Neg
                   B-1L     CCC-       B-/Watch Neg
                   B-2      CC         CCC-/Watch Neg   
                   B-2L     CC         CCC-/Watch Neg   

    
                       Ratings Affirmed
    
               Prudential Structured Finance CBO I

                     Class         Rating
                     -----         ------
                     A-1           AAA        
                     A-1L          AAA        
                     A-2L          BBB  


QDN LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Q.D.N., L.L.C.
        111 Canfield Avenue, B-10
        Randolph, NJ 07869

Bankruptcy Case No.: 07-23238

Type of business: The Debtor is a national wholesale distribution
                  service with local warehouses nationwide, which
                  enables us to service retail locations anywhere
                  in the U.S.  See http://www.qdnnet.com.

                  On Jan. 24, 2007, creditors Merchants Grocery
                  Company, E.P. Kirst & Sons, Inc., Stewart
                  Distribution, Middlesex Tobacco & Confectionery
                  Co., City Sales, Inc., Standard Distributing
                  Co., Finkle Distributors, Inc. and Wiemuth & Son
                  Co., Inc., filed an involuntary chapter 11
                  petition against the company (Bankr. D. N.J.
                  Case No. 07-17924).

Chapter 11 Petition Date: September 14, 2007

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Carol L. Knowlton, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Synergistic Equities, Ltd.     U.C.C.-1 filed          $1,112,395
c/o Timothy P. Duggan, Esq.    against receivables,
Stark & Stark                  contract rights and
CN 5315                        others
Princeton, NJ 08543-5315

Quality Distribution Network, Inc.                       $520,981
c/o David Edelberg, Esq.
Nowell, Amoroso, Klein, Bierman, P.A.
Hackensack, NJ 07601
Bierman, P.A.
155 Polifly Road
Hackensack, NJ 07601

Stewart Distribution                                     $438,704
P.O. Box 1888
Waycross, GA 31502

Merchants Grocery                                        $360,519
P.O. Box 1268
Culpeper, VA 22701

City Sales, Inc.                                         $334,173
P.O. Box 9038
Highland, IN 46322

Middlesex Distributors                                   $256,709
450 Florida Grove Road
Perth Amboy, NJ 08861

Standard Distributing Co.                                $148,065

Finkle Distributors                                      $128,695

H.M.S. Host                                               $90,808

Wiemuth                                                   $86,076

Fed-Ex                                                    $83,197

American Express Platinum                                 $61,275

Pisces International                                      $61,158

E.P. Kirst                                                $58,008

Henry's Foods                                             $54,512

J.E. Carsten                                              $51,462

L.P. Shanks                                               $43,107

Pashman Stein                                             $39,641

Canfield Business Park                                    $27,929

Myers-Cox                                                 $26,071


REDDY ICE: Paying $0.42 per Share Cash Dividend on October 15
-------------------------------------------------------------
Reddy Ice Holdings Inc.'s board of directors has declared a
quarterly cash dividend, for the period from July 1, 2007, to
Sept. 30, 2007, in the amount of $0.42 per share, payable
Oct. 15, 2007, to stockholders of record as of Sept. 28, 2007.

Such quarterly amount is equivalent to a rate of $1.68 per share
on an annual basis.
    
Reddy Ice intends to pay regular quarterly cash dividends pursuant
to its dividend policy; however, all subsequent dividends will be
declared by the board at its discretion, subject to the terms of
the Agreement and Plan of Merger, dated as of July 2, 2007, by and
among Reddy Ice Holdings Inc., Frozen LLC, Hockey Parent Inc. and
Hockey Mergersub Inc., as amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated as of Aug. 30, 2007.

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- and its subsidiaries   
manufacture and distribute packaged ice in the U.S. serving about
82,000 customer locations in 31 states and the District of
Columbia under the Reddy Ice brand name.  Typical end markets
include supermarkets, mass merchants, and convenience stores.  

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Moody's Investors Service placed these ratings under review for
possible downgrade: (i) corporate family rating, rated B1;
(ii) PDR, rated B1; and (iii) $151MM, 10.5% Sr. Disc. Notes due
2012, rated B3 (LGD5, 89%).


RH DONNELLEY: Offering $650 Million of Series A-4 Senior Notes   
--------------------------------------------------------------
R.H. Donnelley Corporation intends to offer $650 million of its
series A-4 senior notes to certain institutional investors in an
offering exempt from the registered requirements of the
Securities Act of 1933.

The proceeds of the series A-4 senior notes are will be used to
repurchase the $600 million of 10.875% senior subordinated notes
issued by R.H. Donnelley Inc., a wholly owned subsidiary
of the company, to the extent such notes are tendered in the
tender offer and consent solicitation.

The company may use a portion of the proceeds to later redeem any
notes not tendered in the tender offer and consent solicitation.  
To the extent that at least a majority, but less than all, of the
10.875% senior subordinated notes are tendered in the tender offer
and consent solicitation, the company intends to use the remaining
proceeds to repay a portion of the term loans outstanding under
its credit agreement and for other general corporate purposes,
including the payment of fees and expenses.

The consummation of the offering is conditioned upon at least a
majority in aggregate principal amount of the 10.875% senior
subordinated notes being validly tendered in the tender offer and
consent solicitation.

                   About R.H. Donnelley Corp.
    
Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp., (NYSE: RHD) --
http://www.rhdonnelley.com/-- publishes and distributes print and  
online directories in the U.S.  It offers print directory
advertising products, such as yellow pages and white pages
directories.  R.H. Donnelley Inc., Dex Media, Inc. and Local
Launch, Inc. are the company's only direct wholly owned
subsidiaries.

                          *     *     *

R.H. Donnelley Corp.'s 6-7/8% Senior Unsecured Notes due 2013
holds Moody's Investors Service's B3 rating, Standard & Poor's B
rating and Fitch Ratings' CCC+ rating.


RITCHIE (IRELAND): Wants Sale of $2.7MM Insurance Policies OK'd
---------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and
Ritchie Risk-Linked Strategies Trading asked the U.S. Bankruptcy
Court for the Southern District of New York for authority to sell
their portfolios of more than 1,000 life insurance policies in the
total face amount of $2.7 million, Bill Rochelle of Bloomberg News
reports.

According to the report, the Debtors proposed a bid deadline of
Oct. 19, 2007.

The Debtors also anticipate an auction by Nov. 9 and a sale
approval hearing by Nov. 14, the source said.

The Court is set to consider approval of the proposed sale
procedures at a Sept. 26 hearing, the source relates.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.  
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Oct. 18, 2007.


RYERSON INC: Special Stockholders Meeting Scheduled on October 17
-----------------------------------------------------------------
Ryerson Inc. will hold a special meeting of stockholders on
Oct. 17, 2007, for the purpose of voting on a proposal to approve
its merger with an affiliate of Platinum Equity LLC.

The special meeting of stockholders will be held at 8:00 a.m.,
local time at Ryerson's offices at 2602 West 16th Street in
Chicago, Illinois.

Ryerson will be acquired pursuant to a merger in which all
outstanding shares of Ryerson common and preferred stock will be
converted into the right to receive $34.50 per share in cash.

Stockholders of record as of the close of business on Friday,
Sept. 21, 2007, will be entitled to vote at the special meeting.
    
Completion of the transaction is subject to the approval of the
merger by the company's stockholders at the special meeting and
the satisfaction of the other closing conditions as set forth in
the merger agreement.
     
Security holders may obtain a free copy of the proxy statement and
any other relevant documents, when available by directing request
to:

     Ryerson Inc.
     ATTN: Investor Relations
     2621 West 15th Place
     Chicago, IL 60608

                   About Platinum Equity LLC

Headquartered in Beverly Hills, California, Platinum Equity LLC --
http://www.platinumequity.com/-- invests in information  
technology and other firms, often buying units of large
corporations.  These companies usually offer legacy products and
services and have well-established customer bases and distribution
operations.  It focuses on firms in manufacturing, call center and
help desk operations, data communications and networking, and
software.  Platinum Equity also looks for acquisitions as
strategic add-ons to its portfolio companies, which have
operations worldwide.
    
                      About Ryerson Inc.

Headquartered in Chicago, Illinois, Ryerson Inc. (NYSE: RYI) --
http://www.ryerson.com/-- is a distributor and processor of   
metals in North America.  The company services customers through a
network of service centers across the United States and in Canada,
Mexico, India, and China.  

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's Investors Service placed Ryerson Inc.'s B1 corporate
family rating under review for possible downgrade.


SAMSONITE CORP: July 31 Balance Sheet Upside-Down by $223 Mil.
--------------------------------------------------------------
Samsonite Corporation reported total assets of $759.7 million and
total liabilities of $35.6 million, resulting in $223.6 million
stockholders' deficit as of July 31, 2007.

The company disclosed revenue of $292.9 million, operating income
of $16.8 million and net loss to common stockholders of $7.0
million for the quarter ended July 31, 2007.  These results
compare to revenue of $257.5 million, operating income of $13.9
million and net loss to common stockholders of $6.0 million for
the second quarter of the prior year.

Operating income was reduced by charges of $3.9 million in fiscal
2008 and $4.9 million in fiscal 2007 for the write-off of deferred
offering costs related to terminated secondary stock offerings
which were commenced but not completed in both years, as well as
restructuring charges of $0.3 million in fiscal 2008 and $1.8
million in fiscal 2007.

The restructuring charges relate to the closure of the company's
Denver, Colorado facilities and related consolidation of its
corporate functions in its Mansfield, Massachusetts office and the
planned relocation of its distribution function from the company's
Denver, Colorado facilities to Jacksonville, Florida.
   
Adjusted EBITDA (earnings before interest, taxes, depreciation
and amortization, as adjusted to exclude certain items of other
income and expense, minority interests, write-off of deferred
stock offering costs, restructuring charges, asset impairment
charges, stock-based compensation expense, ERP system
implementation expenses, preferred stock dividends, and to
include realized currency hedge gains and losses), a measure of
core business cash flow, was $32.4 million for the second
quarter of the current year compared to $30.7 million for the
second quarter of the prior year.
   
"The company posted a robust second quarter performance,
underscoring the continuing success of our strategy to transform
Samsonite into the world's leading travel lifestyle brand,” Chief
Executive Officer, Marcello Bottoli, stated.  “Sales during the
quarter increased 13.7% (10.8% on a constant currency basis), with
solid progress in each major region.  Importantly, subsequent to
the slowdown in shipments experienced in our North American
operations in the first quarter, due to the implementation of our
new ERP system in February 2007, we saw a return to near normal
shipments and store in-stock percentages in the second quarter.  
Sales in North America grew 5.6% in the period, following an 11.0%
decline in the first quarter.  Overall, I am very pleased with the
Company's performance.  We continue to strengthen our position in
every market segment and have built a solid platform for future
growth.  Looking ahead, we look forward to continuing our
successful journey together with CVC Capital Partners".
  
Based in Mansfield, Massachusetts, Samsonite Corporation (OTC
Bulletin Board: SAMC.OB) -- http://www.samsonite.com/--  
manufactures, markets and distributes luggage and travel-related
products.  The company's owned and licensed brands, including
Samsonite, American Tourister, Trunk & Co, Sammies, Hedgren,
Lacoste and Timberland, are sold globally through external
retailers and 284 company-owned stores.  Executive offices are
located in London, England.

The company has global locations in Aruba, Australia, Costa
Rica, Indonesia, India, Japan, and the United States among
others.


SECUNDA INTERNATIONAL: Moody's to Affirm then Withdraw Ratings
--------------------------------------------------------------
Moody's confirmed and will withdraw Secunda International Ltd's B2
corporate family rating, B2 probability of default rating, SGL-3
speculative grade liquidity rating, and B3 issuer rating.  Moody's
had placed Secunda's ratings under review direction uncertain on
June 5, 2007 following the announcement that J. Ray McDermott
would acquire substantially all of Secunda's assets for
$260 million.

The confirmation reflects the closing of the acquisition of
Secunda's entire offshore supply vessel fleet by J. Ray McDermott
and the subsequent redemption of the $125 million secured notes.  
At the time, Moody's had noted that Secunda's ratings would likely
be withdrawn upon completion of the divestiture and expected $125
million debt redemption.

However, the review reflected the need to allow for regulatory
approvals to be given in order for the transaction to close and
the notes to be redeemed.  In placing the ratings under review,
Moody's had noted the potential for negative action if the
divestiture and subsequent debt redemption was not completed as
planned given the high unsustainable leverage despite very solid
sector fundamentals.

With the completion of the divestiture and debt redemption, all of
Secunda's ratings will be withdrawn.

Secunda International is headquartered in Halifax, Nova Scotia,
Canada.


SAKS INC:  Posts $24.6 Million Net Loss in Quarter Ended Aug. 4
---------------------------------------------------------------
Saks Incorporated recorded a net loss of $24.6 million for the
second quarter ended Aug. 4, 2007.  This compares to a loss from
continuing operations of $53.1 million for the prior year second
quarter ended July 29, 2006.  After recognition of the company’s
after-tax gain from discontinued operations of $1.2 million, the
net loss totaled $51.9 million for the prior year second quarter.

The second quarter included the following after-tax items totaling
$4.3 million:

  -- expenses of approximately $2.0 million for retention,
     severance, and transition costs related to the company's
     downsizing and consolidation following the disposition of its
     SDSG businesses,

  -- $2.0 million related to asset impairments and dispositions,
     and

  -- a loss on extinguishment of debt totaling $200,000 related to
     the repurchase of $10.4 million of senior notes.

The prior year second quarter included the following after-tax
items totaling $18.1 million:

  -- a $12.8 million non-cash charge related to the treatment
     under FAS 123(r) of the anti-dilution adjustment made to
     outstanding options related to the company's $4 per share
     dividend paid in May 2006,

  -- expenses of approximately $3.7 million for retention,
     severance, and transition costs,

  -- expenses of approximately $800,000 associated with the
     previously disclosed ongoing investigations by the Securities
     and Exchange Commission and the Office of the United States
     Attorney for the Southern District of New York, and

  -- $800,000 related to asset impairments and dispositions.

The company sold its Saks Department Store Group businesses in
2005 and 2006, and the sold SDSG businesses are presented as
discontinued operations in the prior year period.  Saks Fifth
Avenue and Club Libby Lu are reflected in the company's continuing
operations.

At July 29, 2007, the company's consolidated balance sheet showed
$2.34 billion in total assets, $1.21 billion in total liabilities,
and $1.13 billion 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?2386

                     Comments on the Quarter

Stephen Sadove, chairman and chief executive officer of the
company, noted, "We are pleased with the significant improvement
in our operating performance for the second quarter which
primarily was driven by strong comparable store sales growth,
substantial gross margin rate expansion, and meaningful expense
leverage.

"Our second quarter comparable store sales increase of 13.2%
indicates that our customers are responding to our focused
merchandise assortments as well as our customer service and
marketing initiatives.  We expanded our gross margin rate by 270
basis points for the quarter primarily as a result of reduced
markdowns."

Mr. Sadove commented, "Nearly all merchandise categories performed
well in the quarter, especially men's apparel, accessories, and
shoes; women’s contemporary and designer sportswear; women's
shoes; and handbags.  We generated solid performance across all
geographies and store sizes.  Our New York City flagship location
once again posted very strong sales in spite of extensive
construction underway on the eighth floor as we remodeled to
accommodate our expanded shoe department, which just opened.  The
number of transactions and the average dollars per transaction
rose during the quarter.

"As we add new vendors and improve the functionality of our e-
commerce site, the growth of Saks Direct continues to outpace the
company average.  The Direct business generated an approximate
40.0% sales increase over last year's second quarter.  Off 5th was
another bright spot as we continue to refine the merchandise
assortments with more direct purchases from core vendors and to
introduce additional private brand product to the outlet stores."

Excluding the aforementioned after-tax items, second quarter year-
over-year SG&A expenses increased by approximately $21.0 million,
principally related to higher variable expenses associated with
the $90.3 million sales increase.  

Sadove added, "While we still have a long way to go, I am very
pleased with the progress we have made year-to-date on many
fronts. Specifically:

  -- We completed the consolidation and integration of all
     corporate functions so that our organizational structure has
     been streamlined and appropriately-sized.

  -- Our merchandise assortments have been substantially improved,
     resulting in outsized comparable store sales gains and
     expanded gross margins.

  -- The customer experience has continued to improve through the
     roll-out of the new point-of-sale system to a total of 23
     locations and through the expansion of performance-based
     commissioned programs.

  -- We have developed a comprehensive plan to implement
     additional refinements to the merchandise planning and
     allocation organization, processes, and systems which should
     further improve gross margin performance over time.

  -- We have continued to make targeted capital investments,
     particularly in high-impact vendor shops and first-floor
     selling space.  A great example is the recently-renovated
     Beverly Hills store which is generating sales gains in excess
     of 20.0%."

The company ended the quarter with approximately $128.0 million of
cash on hand.  At quarter end, the company had no direct
outstanding borrowings on its $500.0 million revolving credit
facility.  Funded debt, including capitalized leases, at Aug. 4,
2007, totaled approximately $575.4 million, and debt-to-
capitalization was 33.7%, without giving effect to cash on hand.
The cash on hand and funded debt balances reflect the second
quarter repurchase of $10.4 million of senior notes.

The company has remaining availability of approximately
37.4 million shares under its existing repurchase authorization
programs.  The company did not repurchase any shares of common
stock during the quarter.

Kevin Wills,executive vice president and chief financial officer,
commented, "We believe that our invested cash, our improving cash
flows, and the unfunded liquidity in our revolving credit facility
will provide flexibility for potential additional strengthening of
our balance sheet, further investments in our business, and
potential additional purchases of common stock."  

                   Outlook for 2007 and Beyond

Sadove noted, "For the balance of the year, we will continue to
execute strategies for the long-term success of the business
including further improving by-store merchandise assortments;
making additional refinements to the merchandise planning and
allocation organization, processes, and systems; effectively
targeting and allocating our marketing spend; continuing to
improve the customer experience; and making additional targeted
capital investments with a focus on return on investment.  We also
expect continued outsized growth in the Saks Direct business."

Management estimates that annual capital expenditures for fiscal
2007 will total approximately $125.0 million to $150.0 million,
which will include store renovations, maintenance capital, and
ongoing information technology improvements.  Net capital
expenditures through the six months ended Aug. 4, 2007, were
approximately $60.0 million.

Sadove concluded, "I remain optimistic about the long-term
potential of the luxury sector and the Saks Fifth Avenue business.
I believe that we can achieve an operating margin of approximately
4.0% this year and expand the operating margin to approximately
8.0% in the next three years or so.  I am very satisfied with the
progress we have made to date."

                     About Saks Incorporated

Based in Birmingham, Alabama, Saks Incorporated (NYSE: SKS) --
http://www.saksincorporated.com/-- currently operates Saks Fifth  
Avenue which is comprised of 54 Saks Fifth Avenue stores, 49 Saks
Off 5th stores, and saks.com.  The company also operates Club
Libby Lu specialty stores.

                          *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Fitch Ratings has affirmed its Issuer Default Rating of Saks
Incorporated at 'B' and its rating of the company's secured bank
credit facility at 'BB/RR1'.  In addition, Fitch has upgraded the
company's senior unsecured notes to 'B+/RR3' from 'B/RR4'.  The
Rating Outlook has been revised to Stable from Negative.


SMART ENERGY: Posts $2.6 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Smart Energy Solutions Inc. reported a net loss of $2.6 million in
the three months ended June 30, 2007, compared to a net loss of
$1.3 million in the same period last year.  The increase in net
loss is primarily attributable to an increase in consulting
expenses which were incurred to help create public awareness,
refine its products and to fill interim management positions.

The company recorded revenues of $190,014 during the three months
ended June 30, 2007, from the sales of its Battery Brain products.  
This compared to revenues of $264,795 reported in the same period
last year.  The decline in sales was the result of the company's
efforts to complete its new manufacturing facility in China.

At June 30, 2007, the company's consolidated balance sheet showed
$2.3 million in total assets, $1.3 million in total liabilities,
and $1.0 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2383

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Chisholm Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Smart Energy Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
substantial losses from operations and limited sales of its
product.

                        About Smart Energy   

Headquartered in Pompton Plains, N.J., Smart Energy Solutions Inc.
(OTC BB: SMGY.OB) -- http://www.smgy.net/ -- is the sole owner of  
the Battery Brain line of vehicle accessory products.  Battery
Brain is an automotive accessory product that easily installs onto
the battery of a regular or custom car, truck, SUV, van, or RV.  
It uses unique electronic technology to ensure the battery always
maintains enough power to start the engine.


SOUNDVIEW HOME: Increased Losses Prompt S&P to Lower Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-1 asset-backed certificates issued by Soundview Home Equity Loan
Trust 2001-1 to 'BB' from 'AA'.  Concurrently, S&P lowered its
ratings on three classes of asset-backed securities issued by
Soundview Home Loan Trust 2004-1.  At the same time, S&P affirmed
its ratings on 41 other classes issued by various Soundview deals.
     
The lowered rating on class M-1 from Soundview Home Equity Loan
Trust 2001-1 reflects poor collateral performance and diminishing
excess spread, which is exacerbated by diminishing
overcollateralization and the absence of credit support from the
M-2 class, which S&P downgraded to 'D' in July 2006.

Additionally, delinquencies have continued to result in losses,
which have led to actual and projected credit support levels that
no longer support an 'AA' rating on class M-1.
     
As of the Aug. 25, 2007, distribution date, current realized
collateral losses for series 2001-1 are $129,790 and cumulative
realized losses are $6,750,381.  For the past six months, monthly
net losses have averaged $86,997, while monthly excess interest
has averaged $20,621.
     
During the August 2007 remittance period, severely delinquent
loans (90-plus days, foreclosures, and REOs) were 19.73% for
series 2001-1.  Cumulative realized losses, as a percentage of the
original pool balance, were 7.46%.  This represents a 5.81%
increase over the cumulative losses experienced six months ago and
a 7.80% increase from one year ago.  These current loss levels
indicate that current and projected credit support percentages are
not sufficient at the previous rating level.
     
The lowered ratings on classes M-9, B-1, and B-2 from Soundview
Home Loan Trust 2004-1 reflect a significant decrease in credit
support and increased losses.  As of the August 2007 remittance
period, O/C was approximately $1,760,257, compared with a target
of $2,436,094, resulting in a deficiency of approximately
$675,837.  O/C deficiencies have built from zero six months ago to
the current level, and the deterioration has accelerated over the
past four months.
     
For the past six months, realized losses have averaged $264,650
for series 2004-1, while monthly excess interest has averaged
$107,608.
     
As of the August 2007 remittance period, severely delinquent loans
for Soundview Home Loan Trust 2004-1 were 11.96%. Cumulative
realized losses totaled $6.75 million, or 1.39% of the original
pool balance.  This represents a 27.52% increase over the
cumulative losses experienced six months ago and a 59.77% increase
from one year ago.
     
S&P expect series 2004-1 to realize losses over the coming months
that will cause a continuous erosion of credit enhancement.  As a
result of the reduction in credit enhancement, the downgraded
classes will no longer have sufficient credit support to maintain
the previous ratings.  S&P will continue to closely monitor the
transaction.  If losses continue to outpace excess interest, S&P
will likely take further negative rating actions on these classes.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Subordination, O/C,
and excess spread provide credit support for these deals.
     
The collateral for these transactions originally consisted of
fixed- and adjustable-rate, fully amortizing and balloon payment
mortgage loans secured by first and second liens on one- to four-
family residential properties.

                        Ratings Lowered
   
                 Soundview Home Equity Loan Trust

                                      Rating
                                      ------
           Series    Class      To              From
           ------    -----      --              ----
           2001-1    M-1        BB              AA

                     Soundview Home Loan Trust

                                       Rating
                                       ------
           Series    Class      To              From
           ------    -----      --              ----
            2004-1    M-9        BB              BBB-
            2004-1    B-1        B               BB+
            2004-1    B-2        CCC             BB

                        Ratings Affirmed

                Soundview Home Equity Loan Trust

          Series     Class                     Rating
          ------     -----                     ------
          2001-1     A-IO,A                    AAA
          2001-2     AF                        AAA
          2001-2     M-1                       AA  
          2001-2     M-2                       A
          2001-2     M-3                       BBB

                    Soundview Home Loan Trust

          Series     Class                     Rating
          ------     -----                     ------
          2003-1     A                         AAA
          2003-1     M-1                       AAA
          2003-1     M-2                       AA+
          2003-1     M-3                       AA-
          2003-1     M-4                       A
          2003-1     M-5                       BBB
          2003-2     A-2                       AAA
          2003-2     M-1                       AA
          2003-2     M-2                       A
          2003-2     M-3                       A-
          2003-2     M-4                       BBB+
          2003-2     M-5                       BBB
          2003-2     M-6                       BBB-
          2003-2     B                         BB
          2004-1     M-1                       AAA
          2004-1     M-2                       AA+
          2004-1     M-3                       AA-
          2004-1     M-4                       A+
          2004-1     M-5                       A
          2004-1     M-6                       A-
          2004-1     M-7                       BBB+
          2004-1     M-8                       BBB
          2004-WMC1  I-A1, I-A2, II-A3         AAA
          2004-WMC1  M-1                       AA+
          2004-WMC1  M-2, M-3                  AA
          2004-WMC1  M-4                       AA-
          2004-WMC1  M-5                       A+
          2004-WMC1  M-6                       A
          2004-WMC1  M-7                       A-
          2004-WMC1  M-8                       BBB+
          2004-WMC1  M-9                       BBB
          2004-WMC1  M-10                      BBB-


STEVEN PARKER: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Steven Kendell Parker
        Julie Ann Parker
        136 Crane Drive
        San Anselmo, CA 94960

Bankruptcy Case No.: 07-11158

Chapter 11 Petition Date: September 18, 2007

Court: Alan Jaroslovsky

Judge: Northern District of California (Santa Rosa)

Debtor's Counsel: Mark W. Plank, Esq.
                  Law Offices of Mark W. Plank
                  46 North San Pedro Road
                  San Rafael, CA 94903
                  Tel: (415) 491-4959

Total Assets: $1,493,709

Total Debts:  $1,612,111

Debtor's List of its 10 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bank of America                              $80,981
P.O. Box 15289
Wilmington, DE 19886-5289

American Express                             $51,402
Suite 0001
Los Angeles, CA 90096-0001

Patelco Credit Union                         $21,836
156 Second Street
San Francisco, CA 94105

Chase                                        $20,439

CIT Online Banking                           $13,448

Internal Revenue Service                     $12,543

Mrs. F.L. Vernon, Jr.                        $12,000

Chase                                        $10,810

HSBC - Beneficial                             $5,495

Patelco Credit Union                          $2,651


STRUCTURED ASSET: Fitch Rates $6.97MM Class B-8 Certs. at B
-----------------------------------------------------------
Fitch has rated Structured Asset Mortgage Investments II Trust
2007-AR7 asset-backed certificates as:

  -- $728.38 million classes I-A-1, I-A-2, I-X-1, I-X-2, II-A-  
     1, II-X-1, III-A-1, III-A-2, III-X-1, III-X-2, A-4 and X-4
     senior certificates 'AAA';

  -- $20.92 million class B-1 'AA+';

  -- $10.66 million class B-2 'AA';

  -- $6.56 million class B-3 'AA-';

  -- $6.15 million class B-4 'A+';

  -- $6.56 million class B-5 'A';

  -- $8.20 million class B-6 'BBB';

  -- $13.94 million class B-7 'BB';

  -- $6.97 million class B-8 'B'.

Credit enhancement for the 'AAA' rated classes I-A-1, I-A-2, I-X-
1, I-X-2, II-A-1, II-X-1, III-A-1, III-A-2, III-X-1, III-X-2, A-4
and X-4 certificates reflects the 11.20% CE provided by the 2.55%
class B-1, 1.30% class B-2, 0.80% class B-3, 0.75% class B-4,
0.80% class B-5, 1.00% class B-6, 1.70% class B-7, 0.85% class B-8
and 1.45% class B-9 (not rated by Fitch).

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of EMC
Mortgage Corporation as servicer and Wells Fargo Bank, N.A. as
master servicer.  Citibank National Association will act as
trustee.

As of the cut-off date, the mortgage loans have an aggregate
balance of $820,243,970 including approximately $102,658,405
(12.52%) of subsequent mortgage loans identified and expected to
be transferred to the trust no later than Dec. 15, 2007.  These
statistics include the attributes of the pre-funded loans.  
The weighted average loan rate is approximately 7.78%.  The
weighted average remaining term to maturity is 358 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $401,883.  The weighted average original loan-to-
value ratio is 79.00% and the weighted average Fair, Isaac & Co.
score was 720.  The properties are primarily located in California
(43.47%), Florida (10.86%), and Arizona (5.00%).


SVP HOLDINGS: S&P Holds B+ Rating and Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Bermuda-
based consumer sewing machine company SVP Holdings Ltd. to
negative from stable.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B+' corporate
credit rating.
     
"The outlook revision follows our review of SVP's recent operating
performance, which reflects a weakening of credit protection
measures due to weaker-than-expected earnings," said Standard &
Poor's credit analyst Rick Joy.  
     
The ratings on SVP factor in the company's narrow business focus;
its participation in the mature, highly competitive consumer
sewing machine industry; its customer concentration; and its
highly leveraged financial profile.  SVP benefits, to an extent,
from its leading market position, wide geographic presence across
several retail channels, and portfolio of well-recognized brands.
     
"SVP's operating performance has weakened below our prior
expectations," said Mr. Joy.  "We estimate debt to EBITDA for the
12 months ended June 30, 2007, to be just over 5x, versus our
previous expectations that the company would maintain leverage in
the 4x to 4.5x range.  If SVP is not able to improve performance
and reduce leverage to closer to 4.5x as previously expected, the
ratings may be lowered."


TEAMVISION CORP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TeamVision Corporation
        26828 Maple Valley Highway, Suite 287
        Maple Valley, WA 98038

Bankruptcy Case No.: 07-14358

Chapter 11 Petition Date: September 14, 2007

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Donald A. Bailey, Esq.
                  Shafer & Bailey, L.L.P.
                  1218 3rd Avenue Suite 1808
                  Seattle, WA 98101
                  Tel: (206) 682-4802

Total Assets: $27,565

Total Debts:  $1,590,665

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bankruptcy Estate of Metschan  loan to debtor,           $237,161
c/o Robert Steinberg           back wages,
P.M.B. 326                     reimbursement for
Seattle, WA 98136-1879         personal use of
                               credit card, loan to
                               keep phone lines
                               active

Chris Kelso                    judgment for              $138,087
2115 Oak Ridge Drive           wages
Redding, CA 96001

Internal Revenue Service                                 $129,243
Special Procedures
915 Second Avenue M/S 244
Seattle, WA 98111

Larry Stratton                 settlement                $123,803
                               agreement

Cairncross & Hempelmann, P.S.                             $81,560

Brian Deutsch                  signing bonus;             $55,030
                               payment on Bank
                               of America line of
                               credit from
                               personal funds

James P. Owens                 loan                       $72,698

Andrew Sweet                                              $64,335

Joseph Murray                  loan                       $62,660

Manny Merino                   wages                      $61,242

Klint Hull                     wages                      $47,447

Jim Foss                       loan                       $36,764

Ron Young                      loan to debtor             $35,053

Hugh Austin                    loan                       $31,611

Omni Properties                rent                       $28,000

Mike Proctor                   wages                      $15,000

M.B.N.A./Bank of America                                  $12,547

Konica Minolta Business        copier/printer             $10,369
Solutions                      finance lease

A.D.T. Security Services                                     $867

Eschelon                                                     $724


THORNBURG MORTGAGE: Fitch Retains Ratings Under Negative Watch
--------------------------------------------------------------
Fitch Ratings is encouraged by Thornburg Mortgage, Inc.'s recent
efforts towards improving its funding through executing a
$575 million convertible preferred stock offering in August 2007
and reducing the borrowings under its warehouse financing lines
with proceeds from a recently completed collateralized mortgage
obligation transaction.  

However, Thornburg's Issuer Default Rating, securities ratings and
Recovery Ratings remain on Rating Watch Negative by Fitch given
the uncertainty surrounding the secondary mortgage market and the
broad negative sentiment for mortgage related securities.
Fitch is also encouraged by Thornburg's decision to increase its
use of collateralized mortgage debt financing and to further
reduce, although not eliminate, its reliance on reverse repurchase
agreement financing going forward.

Fitch currently rates Thornburg as:

  -- Issuer Default Rating 'CCC';
  -- Senior unsecured notes 'CCC-/RR5';
  -- Unsecured subordinate notes 'CC/RR6';
  -- Preferred stock 'CC/RR6'.

All ratings remain on Rating Watch Negative.

Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a
lender to the single-family residential mortgage housing market
and is focused principally on the jumbo segment.  Thornburg
originates, acquires and retains investments in adjustable rate
mortgage assets.  The company's ARM assets comprise Purchased ARM
Assets and ARM Loans.  All of Thornburg's ARM assets are either
Traditional ARMs, which includes Pay Option ARMs, or Hybrid ARMs.  
For tax purposes, Thornburg is organized as a real estate
investment trust and is managed externally by Thornburg Mortgage
Advisory Corporation.


TRINITY INDUSTRIES: Leldon Echols Joins Audit Team and Board
------------------------------------------------------------
Trinity Industries Inc. has elected Leldon E. Echols to its board
of directors and audit committee, effective immediately.  The
board's action expands Trinity's board of directors from nine to
10 members.

"Leldon Echols is a great addition to our board," Timothy R.
Wallace, Trinity's chairman, president and chief executive
officer, said.  "His extensive financial and regulatory reporting
expertise will be a tremendous asset as Trinity continues to
diversify and grow."

Mr. Echols brings more than 25 years of public and private
accounting experience to Trinity.  He served as executive vice
president and chief financial officer of Centex Corporation from
2000 until 2006 when he retired.  At Centex, he was responsible
for financial and regulatory reporting, capital and treasury
management, taxes, investor relations, internal audit, and
corporate administration.  

Prior to joining Centex, he spent 22 years with Arthur Andersen
LLP.  From 1997-2000, he worked as the managing partner of the
audit and business advisory practice of Arthur Andersen LLP for
North Texas, Colorado, and Oklahoma.  Mr. Echols is a certified
public accountant and a member of the American Institute of
Certified Public Accountants and the Texas Society of CPAs.

Mr. Echols serves on the board of directors of TXU Corp, where he
is chairman of the board's audit committee.  He is also a member
of the board of directors of Dallas-based Roofing Supply Group
Holdings Inc.

                  About Trinity Industries Inc.

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified  
industrial companies.  Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers.  In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company. Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.

                       *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Standard & Poor's Ratings Services raised its ratings on Trinity
Industries Inc, including its corporate credit rating to 'BB+'
from 'BB'.  The outlook is positive.


TRONOX WORLDWIDE: Moody's Affirms Ba3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Tronox Worldwide LLC's Ba3
corporate family rating and revised the company's outlook to
negative as Moody's expects continued weakness in Ti02 pricing,
which will diminish free cash flow from operations over the next
12-18 months.

Moody's also lowered Tronox's SGL rating to SGL-3 from SGL-2
reflecting adequate liquidity but also acknowledging the prospect
of weaker cash flows along with an increased need to utilize bank
facilities to fund ongoing cash needs.  Tronox's and the
industry's pricing power has been adversely affected by a recent
downturn in the North American housing industry, which Moody's
feels may be prolonged.

Major end uses for Tronox's Ti02 include architectural paints and
coatings and PVC.  Tronox's ratings reflect the company's
significant global market share, relatively modest debt burden,
positive geographic diversity, and stable customer relationships.  
On the other hand, the ratings are constrained by weak historical
operating performance, the weakness in the housing market, and
unusually large legacy environmental liabilities.  Many ongoing
environmental sites have unknown liabilities and the company
continues to take charges related to environmental issues.  
Moody's believes that these legacy environmental liabilities are
unique in size and complexity, and constitute a key negative
factor when determining the rating.

Downgrades:

Issuer: Tronox Worldwide LLC

-- Speculative Grade Liquidity Rating, Downgraded to SGL-3
    from SGL-2

Outlook Actions:

Issuer: Tronox Worldwide LLC

-- Outlook, Changed To Negative From Stable

The negative outlook reflects the prospect of weakening cash flow
from operations, a depressed outlook for the TiO2 industry over
the intermediate term, and reduced financial flexibility. Given
Tronox's relatively high-cost position and large legacy
liabilities, an extended margin squeeze could have a material
impact on the company's credit profile.  In early 2007, Tronox
sought and received an amendment to its credit facility that
relaxed some covenant tests. The prospect of weaker cash flows
could create a need for further amendments over time.

The potential for material asset sales over the next 3-4 quarters
may, if the proceeds are used for debt reduction, serve to offset
some of the expected margin pressure and help stabilize credit
metrics.  In order to maintain the rating, the company must reduce
Debt/EBITDA (as calculated using Moody's standard adjustments) to
less than 3.5x within 12 months.

Tronox Worldwide LLC is the third-largest global producer of TiO2,
a white pigment used in a wide range of products for its ability
to impart whiteness, brightness and opacity.  TiO2 is used in a
variety of products including paints and coatings, plastics, paper
and consumer products.  The company commands a 13% global market
share in TiO2, reporting sales of $1.4 billion for the twelve
months ended June 30, 2007.


TRONOX INC: Weakening Credit Measures Cue S&P to Lower Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on Oklahoma City, Oklahoma-based Tronox Inc. by
one notch.  The corporate credit rating was lowered to 'B+' from
'BB-'.  At the same time, S&P removed its ratings from CreditWatch
with negative implications where they were placed on July 12,
2007.  The outlook is negative.
     
As of June 30, 2007, Tronox had approximately $770 million in debt
(adjusted for capitalized operating leases, tax-adjusted unfunded
employee benefits, and tax-adjusted environmental reserves, net of
estimated receivables).
      
"The downgrade reflects Tronox's weakening credit quality measures
relative to our expectations at the previous ratings," said
Standard & Poor's credit analyst Paul Kurias.
     
Softening housing end-markets in the U.S. and competitive
pressures have negatively impacted earnings for the past several
quarters, leading to a decline in earnings and cash flow.  The
ratio of funds from operations to total adjusted debt was at about
14% at June 30, 2007, against S&P's expectations at the previous
ratings, for an average of 20% over a cycle.  Moreover, S&P
believe that the operating environment is likely to remain
challenging with key end-markets, such as housing, limiting
prospects for a meaningful improvement in financial performance.
     
The ratings on Tronox reflect the company's limited business
diversity, exposure to cyclical end-markets and commodity product
cycles, and a highly leveraged financial profile that includes
significant environmental liabilities.
     
Mitigating factors include Tronox's good geographic diversity,
favorable market positions in the titanium dioxide markets, and
access to proprietary process technologies.  In addition, the
company is in the process of implementing a restructuring program
to reduce costs.


TRW AUTOMOTIVE: Unit to Buy Delphi Corp.'s North American Brake
---------------------------------------------------------------
TRW Automotive Holdings Corp.'s said that one of its subsidiaries
has signed an agreement with Delphi Corporation to purchase a
portion of its North American brake component machining and module
assembly assets.  

In addition to the asset purchase, the company has agreed to
acquire production inventory, lease a portion of Delphi's brake
manufacturing facility in Saginaw, Michigan, and to commence
employment of the active hourly employees at the leased site.  

The transaction is subject to U.S. Bankruptcy Court approval and
other conditions, including a customer supply agreement.

TRW expects to complete all necessary agreements by the end of the
fourth quarter of 2007.  Purchase costs are not expected to be
material.

                         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.

                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive  
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

                           *     *     *

Fitch assigned a 'BB' on TRW Automotive Holdings Corp.'s LT Issuer
Default rating and 'BB-' on its Unsecured Debt rating.  The
outlook is Stable.


URS CORP: Moody's Rates Proposed $2.1 Million Loan at (P)Ba1
------------------------------------------------------------
Moody's Investors Service assigned a provisional rating of (P)Ba1
to the proposed $2.1 million senior secured credit facility of URS
Corporation, which will be used to finance its pending acquisition
of Washington Group International Inc.

The proposed secured term loan facility together with a stock swap
will be used fund the $2.6 billion transaction and to refinance
the outstanding credit facilities of URS.  The acquisition is
subject to shareholder approvals and other customary closing
conditions and is expected to close in the second half of 2007.

The existing ratings of URS remain under review for possible
downgrade pending the completion of the acquisition.  On or about
the closing of the acquisition, Moody's expects to downgrade URS's
Corporate Family Rating to Ba2 and change the outlook to stable.

The expected downgrade of the Corporate Family Rating to Ba2
following the completion of the transaction reflects the
deterioration in financial credit metrics, change in operating
profile, and integration risk associated with the acquisition of
Washington Group International.  

The credit metrics will be weak for the rating category and the
rating contemplates significant debt reduction, synergy savings
and substantial realization of the contract backlog over the
intermediate term as well as an absence of unexpected costs
relating to integration.  Strengths in URS's pro-forma competitive
profile include annual revenues of about
$8 billion, increasing breadth of services offered and exposure to
Washington Group's fast-growing global markets.  The acquisition
will also add additional diversity to URS's end markets and
increase the company's industry-leading global scale and nuclear
power capability.

These ratings were assigned to URS:

-- $700 million senior secured first lien revolver due 2012,
    rated (P) Ba1 (LGD 3, 34%)

-- $1,100 million senior secured first lien term loan A due
    2012, rated (P) Ba1 (LGD 3, 34%)

-- $300 million senior secured first lien term loan B due
    2013, rated (P) Ba1 (LGD 3, 34%)

The above ratings are subject to Moody's review of final
documentation and conclusion of the review.

If the transaction is completed on the terms and conditions
described in the company's announcement, Moody's expects to take
these rating actions for URS:

-- The Corporate Family Rating of Ba1
    - is expected to be downgraded to Ba2;

-- The Probability of Default Rating of Ba1
    - is expected to be downgraded to Ba2;

-- The Baa3 (LGD 2, 20%) rated $300 million senior secured
    revolver due 2010
    - is expected to be withdrawn (facility cancelled);

-- The Baa3 (LGD 2, 20%) rated $350 million senior secured
    term loan B due 2011
    - is expected to be withdrawn (facility repaid);

The Speculative Grade Liquidity Rating is SGL-1 and it will be
revisited upon conclusion of the proposed transaction.

Based in San Francisco, California, URS Corporation is an
engineering firm that provides a range of professional planning,
design, program and construction management, and operations and
maintenance services.  Revenues for the twelve months ended June
30, 2007 were about $4.5 billion.

Based in Boise, Idaho, Washington Group International Inc.
provides design, engineering, construction, facilities and
operations management, environmental remediation, and mining
services to public and private sector clients in the United States
and internationally.  It operates through six segments: Power,
Infrastructure, Mining, Industrial/Process, Defense, and Energy &
Environment.  Revenues for the twelve months ended June 30, 2007
were about $3.5 billion.


VERINT SYSTEMS: Victor DeMarines Joins Board of Directors
---------------------------------------------------------
Verint Systems Inc. has elected Victor A. DeMarines as its new
non-executive Chairman of Verint's Board of Directors.  Mr.
DeMarines has served as an independent director and chairman of
Verint's Audit Committee since 2002.  Mr. DeMarines will also
serve as chairman of Verint's newly created Governance and
Nominating Committee.

Upon his election, Mr. DeMarines said, "As an independent
director, I am happy to take on this new role.  It has been a
pleasure watching Verint grow over the last five years and I
believe these changes to the board will help the company focus
on its long-term strategy."

Verint also disclosed that:

   -- Larry Myers has been elected as the new chairman of
      Verint's Audit Committee, replacing Mr. DeMarines.
      Mr. Myers has served an independent director of Verint
      since 2002.

   -- Howard Safir will continue to serve as the chairman of
      Verint's Compensation and Stock Option Committees.
      Mr. Safir has served as an independent director of Verint
      since 2002.

   -- Lauren Wright and Shefali Shah from Comverse have joined
      Verint's Board of Directors, increasing the Board to 11
      members, 5 of whom are Comverse-affiliated Verint
      directors.

                   About Verint Systems

Headquartered in Melville, New York, Verint Systems Inc.
(VRNT.PK) -- http://www.verint.com/-- is a provider of analytic  
software-based solutions for security and business intelligence.  
Verint software, which is used by over 1,000 organizations in over
50 countries worldwide, generates actionable intelligence through
the collection, retention and analysis of voice, fax, video,
email, Internet and data transmissions from multiple
communications networks.

Verint has global offices in France, Brazil and and India.

                       *     *     *

The company carries Standard & Poor's Ratings Services' B
corporate credit rating.


VIRAGEN INTERNATIONAL: ViraNative Files for Bankruptcy in Sweden
----------------------------------------------------------------
Viragen International Inc., a majority-owned subsidiary of
Viragen, Inc., disclosed that Umea, Sweden-based subsidiary,
ViraNative AB, filed an application seeking protection under the
bankruptcy laws of Sweden.

ViraNative manufactures Multiferon(R), a multi-subtype, human
alpha interferon.

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

The bankruptcy court has appointed Anders Bergman of
Ackordscentralen Norrland AB as bankruptcy administrator for
ViraNative.  It is the responsibility of the administrator to
inventory the assets of the bankrupt and to identify the creditors
and the amount of their claims.  The bankruptcy administrator will
also seek to identify purchasers for the assets of ViraNative and
process their orderly liquidation and sale in accordance with
Swedish laws.

While Viragen, Inc. continues to seek new sources of working
capital to fund its operations, and the operations of Viragen
International, Inc., the companies do not intend to fund further
operations of ViraNative during the bankruptcy process.  
Therefore, ViraNative's operations may be disrupted or halted.

Viragen, Inc. and Viragen International, Inc. are monitoring the
bankruptcy proceedings but at this stage cannot predict what
impact the proceedings may have on their respective operations.

                    About Viragen International

Headquartered in Plantation, Florida, Viragen International Inc.
is engaged in the research, development, manufacture and sale of a
natural human alpha interferon product for treatment of viral and
malignant diseases.  The company is a subsidiary of Viragen Inc.

The company operates from three locations: Plantation, Florida,
which contains the company's administrative offices and support;
Viragen (Scotland) Ltd., located outside Edinburgh, Scotland,
which conducts research and development activities; and
ViraNative, located in Sweden, which houses the company's human
alpha interferon manufacturing facilities.

The company has not yet developed a pharmaceutical product and
gained regulatory approvals such that it can be widely marketed in
an international competitive environment.

                       Going Concern Doubt

Ernst & Young LLP, raised substantial doubt about Viragen
International, Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
fiscal years ending June 30, 2006 and 2005.  The auditing firm
pointed to the company's recurring operating losses and
accumulated deficit and stockholders' deficit as of June 30, 2006,
as well as the company's ability to raise adequate capital to fund
necessary product commercialization and development activities.


WENDY'S INTERNATIONAL: More Buyers Lining Up, WSJ Says
------------------------------------------------------
The sale of Wendy's International Inc. has drawn interests from
more than a dozen parties, including some private-equity firms,
who recently signed confidentiality agreements with regards to the
sale, The Wall Street Journal reports, citing a person familiar
with the situation.

To date however, only Triarc Companies Inc. has publicly stated
its interest to purchase the company.

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Triarc chairman Nelson Peltz sent a letter asking the Wendy's
International's special committee working on the sale to consider
his company's purchase offer.  In his letter, Mr. Peltz dislosed
that Triarc's offer could range from $37.00 to $41.00 per share,
which could increase further depending on due diligence results.

Mr. Peltz also noted that Triarc, as a natural, strategic buyer
for Wendy's, should be encouraged to participate in the sale
process.

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries  
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


WENDY'S INTERNATIONAL: Franchisees Want Say in Sale Proceedings
---------------------------------------------------------------
Wendy's International Inc.'s franchisees have asked that they be
included in talks regarding the sale of the company, Bloomberg
reports.

Bloomberg relates that in a letter to the company signed by
representatives of more than 1,100 restaurants, the franchisees
asked to be included in discussions and said that ignoring them
could result in "a very public renunciation."

In response, Bloomberg adds, Chairman James Pickett said that
although the franchisees are entitled to their opinions, the idea
that the company is not concerned with them is "disappointing."

As of July 1, Wendy's had 4,661 franchisee-owned restaurants and
1,297 company-owned locations, Bloomberg says.

Headquartered in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- and its subsidiaries  
operate, develop, and franchise a system of quick service and fast
casual restaurants in the Americas, Asia, the Pacific Rim, Europe
and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


XEROX CORPORATION: Plans to Acquire Advectis for $32 Million
------------------------------------------------------------
Xerox Corporation last week disclosed plans to buy Advectis(R),
Inc. for $32 million.  Advectis is the provider of one of the
mortgage industry's most widely-used solutions for electronic
document collaboration.

Xerox's expertise in document outsourcing and services led the
company to Advectis, a privately-owned business based in
Atlanta.  In a predominately paper-based industry, Advectis'
Web-based BlitzDocs Collaboration Suite helps lenders, brokers
and investors manage the process needed to underwrite, audit,
collaborate, deliver and archive loan documents electronically.
Taking paper out of the process, the BlitzDocs(R) patented
technology helps users reduce costs associated with the lending
process, deliver better service, decrease credit risk by
improving documentation processes and build a competitive
advantage in capturing new loan applications.

"Anyone who has ever bought a home knows that the mortgage
business is dependent on paper.  Filling out an extensive number
of forms is time and labor-intensive work," said John Kelly,
president, Xerox Global Services North America.  "We're looking to
help clients reduce costs and transform their business by offering
a better experience for both end-users and operations.  Xerox's
expertise in automating document processes is an ideal fit with
Advectis' BlitzDocs paperless solution for mortgages.  In an
industry that is ripe for change, Advectis offers technology that
improves productivity for its users while giving lenders better
control of their processes."

According to Craig Focardi, research area director for the
retail banking practice of research firm TowerGroup, "Enterprise
content management systems are reducing the great paper chase in
loan origination, where a lender controls the paper loan file and
manually redistributes documents multiple times to multiple
parties.  Lenders are increasingly adopting document imaging and
electronic content management as a major area of cost savings,
faster loan processing and improved customer service."

The amount of paper associated with this industry leads to
inefficient processes which, best case, are productivity drains
and, worst case, can lead to a loss of control in the quality of
the loans.  TowerGroup estimates document management costs in loan
origination totaled $3.2 billion last year.

A BlitzDocs electronic loan folder mirrors the paper loan folder
used today but improves efficiencies in the loan cycle, allowing
mortgage participants to view and process online documents
anytime, anywhere.  Clients benefit from a network with more than
35,000 broker shops, the top seven mortgage insurance companies
and four of the top due diligence providers.

"With this acquisition, Advectis is positioned to create even
stronger offerings, services and technologies for our clients,"
said Greg Smith, co-founder and chief executive officer of
Advectis.  "Partnering with Xerox makes perfect sense for the
future of our business.  Our combined expertise and resources
means increased collaboration and decreased loan processing
costs for BlitzDocs users."

Advectis was founded in 2000 and currently employs about 41
people, most of whom are based at the company's headquarters in
Atlanta.  Upon completion of the acquisition, all employees are
expected to join Xerox. Smith will remain head of the
organization, reporting to Kelly.

Xerox's all-cash purchase of Advectis also includes an additional
performance-based supplement to the sale price.  The
acquisition is expected to close in the next 30 days, subject to
customary closing conditions.

Xerox's industry-leading document technology and services
portfolio includes consulting and outsourcing services, records
management, digital imaging, e-discovery for litigation support
and managed services in more than 160 countries.

Through its acquisition strategy, Xerox is identifying
successful companies whose offerings align with Xerox's
commitment to innovation and reducing the complexity of document
management.  Last year, Xerox acquired Amici LLC, a leading
provider of electronic-discovery services, primarily supporting
litigation and regulatory compliance, and XMPie, which provides
variable information software for the graphic arts and marketing
industries.

                        About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,   
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.  
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.


* Fitch Downgrades Ratings on $1.2 Billion Notes
-----------------------------------------------
Fitch has downgraded 46 tranches of 11 collateralized debt
obligations, representing approximately $1.2 billion of rated
notes and preference shares, due to exposure to trust preferred
securities and senior and subordinated debt issued by real estate
investment trusts, homebuilders and financial institutions
specializing in mortgage lending.

Fitch has also affirmed $6.8 billion of rated notes including more
senior tranches of the aforementioned 11 CDOs, as well as two
additional CDOs in their entirety.

Fitch's rating actions follow a formal sector review of 13 CDOs
characterized as being backed primarily by REIT TruPS (REIT TruPS
CDOs) or REIT, bank and insurance TruPS (hybrid TruPS CDOs).  In
aggregate, negative rating actions affect notes initially rated
between 'A' and 'BB', and represent approximately 7.9% of Fitch
rated REIT TruPS CDOs and hybrid TruPS CDOs.  Fitch has also
removed six of the REIT TruPS CDOs included in this review from
Rating Watch Negative, where they were originally placed on Aug. 2
and Aug. 14.  A complete list of rating actions is at the
conclusion of this rating action commentary.

Fitch's rating actions are a result of the rapid deterioration in
the credit and liquidity profiles of a number of REITs,
homebuilders and financial institutions underlying these CDOs.  In
four cases, underlying issuers of trust preferred securities filed
for bankruptcy protection.  These include New Century Financial
Corporation, American Home Mortgage Investment Corp., Homebanc
Corp. and First Magnus Financial Corp.  In addition to these four
bankruptcy filings, the public and shadow ratings of many
underlying issuers also experienced material negative migration.
In certain cases, underlying issuers experienced multiple notch
downgrades as well as the assignment of Rating Watch Negative or
Rating Outlook Negative.  The combination of asset defaults and
credit deterioration caused eight of the 13 CDOs to breach
overcollateralization triggers, at least on a temporary basis.  
The breach of such triggers serves to trap excess spread otherwise
available to CDO equity holders and redirect such cash flows to
pay down the rated liabilities and reduce overall leverage in the
transaction.  While Fitch views such structural mechanisms as an
important protection available to the senior classes of rated
noteholders, it also speaks to the magnitude of the credit stress
which these CDOs are currently experiencing.

In addition to the 13 CDOs affected by these rating actions, three
REIT TruPS CDOs - Kodiak CDO II, Ltd, Taberna Preferred Funding
VIII, Ltd. and Taberna Preferred Funding IX, Ltd. - are still in
their ramp-up periods, have experienced negative credit migration
and, in the cases of Kodiak II and Taberna VIII, have exposure to
issuers which have filed for bankruptcy protection.  Positively,
the short amount of time since these transactions closed has
served to limit the magnitude of the negative credit migration,
relative to other, older-vintage transactions.  In addition, given
that the transactions are still in their ramp-up periods, the
asset managers have additional flexibility to add and/or remove
collateral in an effort to stabilize the credit quality of the
overall portfolio.

Fitch continues to engage in frequent dialogue with the asset
managers of these transactions and expects to formalize its view
of the credit quality of these transactions once the asset
managers have completed assembling the portfolios in their
entirety.  Should any of these transactions fail to successfully
complete their ramp-up periods in a manner consistent with the
parameters outlined in the respective transaction indentures, this
could potentially lead to an event of default and an early wind-
down of the transaction.  Kodiak I, Taberna VIII and Taberna IX
have target collateral par amounts of $750 million, $673 million
and $750 million, respectively.

This commentary summarizes the key factors, on a CDO-specific
basis, which support Fitch's rating actions on the 13 affected
CDOs.

In connection with this review, Fitch's REIT, homebuilder and
financial institutions groups provided updated shadow ratings on
the underlying issuers, in order to reflect their negative, yet
evolving, credit profiles.  In addition, Fitch's CDO group cash
flow modeled each transaction, in order to determine the impact of
downgrades and defaults in the context of transaction-specific
cash flow waterfall mechanics and available credit enhancement.
Limited clarity with respect to potential recoveries on defaulted
assets added further conservatism to Fitch's analysis.

For the purposes of Fitch's CDO modeling and rating analysis, and
consistent with Fitch's global CDO criteria, underlying assets on
Rating Watch Negative were assumed to be downgraded by one sub-
category, while assets on Rating Watch Positive were assumed to be
upgraded by one sub-category.  Assets with either a Rating Watch
Evolving or a Positive or Negative Rating Outlook were assumed to
be affirmed.

All references to underlying credit quality in the following
commentary are based on a combination of publicly available
ratings as well as Fitch shadow ratings.

Attentus CDO I, Ltd/LLC:

  -- $280,000,000 class A-1 affirmed at 'AAA';
  -- $20,000,000 class A-2 affirmed at 'AAA';
  -- $65,000,000 class B affirmed at 'AA';
  -- $10,000,000 class C-1 affirmed 'AA-';
  -- $35,000,000 class C-2A downgraded to 'A-' from 'A';
  -- $30,000,000 class C-2B downgraded to 'A-' from 'A';
  -- $20,000,000 class D downgraded to 'BBB-' from 'BBB';
  -- $16,000,000 class E downgraded to 'BB-' from 'BB'.

Attentus I experienced one asset default representing
approximately 3% of its portfolio. This default has not caused the
failure of any OC test. Based on Fitch's public and shadow
ratings, the average credit quality of Attentus I has migrated to
the 'B/B-' range from the 'BB-/B+' range at close, causing a
failure of the transaction's weighted average rating factor (WARF)
covenant. Approximately 8.9% of the underlying collateral is
currently on Rating Watch Negative. Positively, Fitch notes that
Attentus I benefits from an above average level of underlying
senior secured and subordinated debt, which are expected to
exhibit higher recovery rates relative to trust preferred
securities.

Attentus CDO II, Ltd/LLC:

  -- $235,000,000 class A-1 affirmed at 'AAA';
  -- $60,000,000 class A-2 affirmed at 'AAA';
  -- $55,000,000 class A-3A affirmed at 'AAA';
  -- $5,000,000 class A-3B affirmed at 'AAA';
  -- $20,000,000 class B affirmed at 'AA';
  -- $32,000,000 class C affirmed at 'A';
  -- $29,000,000 class D downgraded to ''BBB+' from 'A-';
  -- $16,000,000 class E-1 downgraded to 'BBB-' from 'BBB';
  -- $2,000,000 class E-2 downgraded to 'BBB-' from 'BBB';
  -- $13,000,000 class F-1 downgraded to 'B' from 'BB';
  -- $5,000,000 class F-2 downgraded to 'B+' from 'BB';
  -- $40,000,000 subordinated downgraded to 'CCC' from 'BB+'.

Attentus II experienced one asset default representing
approximately 3.8% of its portfolio. This default has caused the
failure of two OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Attentus II has migrated to
the 'B/B-' range from the 'BB/BB-' range at close, causing a
failure of the transaction's WARF covenant. Approximately 11.5% of
the underlying collateral is currently on Rating Watch Negative.
Positively, Fitch notes that Attentus II benefits from an above
average level of underlying senior secured and subordinated debt,
which are expected to exhibit higher recovery rates relative to
trust preferred securities.

Attentus CDO III, Ltd.:

  -- $150,000,000 class A-1A affirmed at 'AAA';
  -- $100,000,000 class A-1B affirmed at 'AAA';
  -- $100,000,000 class A-2 affirmed at 'AAA';
  -- $34,000,000 class B affirmed at 'AA';
  -- $16,000,000 class C-1 affirmed at 'A';
  -- $15,000,000 class C-2 affirmed at from 'A';
  -- $10,000,000 class D affirmed at 'A-';
  -- $15,000,000 class E-1 affirmed at 'BBB';
  -- $7,000,000 class E-2 affirmed at 'BBB';
  -- $24,000,000 class F downgraded to 'BB-' from 'BB'.

Attentus III experienced one asset default representing
approximately 3.5% of its portfolio. This default caused a
temporary failure of one OC test, although discretionary trading
by the asset manager subsequently cured this OC test failure.
Based on Fitch's public and shadow ratings, the average credit
quality of Attentus III has migrated to the 'B+/B' range from the
'BB+/BB' range at close, causing a failure of the transaction's
WARF covenant. Approximately 13.4% of the underlying collateral is
currently on Rating Watch Negative. Positively, Fitch notes that
Attentus III benefits from an above average level of underlying
senior secured and subordinated debt, which are expected to
exhibit higher recovery rates relative to trust preferred
securities.

Kodiak CDO I, Ltd./Inc.:

  -- $303,486,153 class A-1 affirmed at 'AAA';
  -- $103,500,000 class A-2 affirmed at 'AAA';
  -- $83,000,000 class B affirmed at 'AA';
  -- $30,000,000 class C affirmed at 'AA';
  -- $13,000,000 class D-1 affirmed at 'AA-';
  -- $5,000,000 class D-2 affirmed at 'AA-';
  -- $29,000,000 class D-3 affirmed at 'AA-';
  -- $5,000,000 class E-1 affirmed at 'A';
  -- $29,000,000 class E-2 affirmed at 'A';
  -- $7,000,000 class F affirmed at 'BBB+';
  -- $50,000,000 class G affirmed at 'BB' and removed from Rating
     Watch Negative;
  -- $27,000,000 class H downgraded to 'B-' from 'B+' and removed
     from Rating Watch Negative.

Kodiak I experienced two asset defaults representing approximately
8% of its portfolio. These defaults have caused the failure of two
OC tests. Based on Fitch's public and shadow ratings, the average
credit quality of Kodiak I experience negative migration, although
it remains in the 'B+/B' range. The limited deterioration in the
portfolio WARF is due, in part, to the fact that the first of
Kodiak I's two asset defaults occurred during the transaction's
ramp-up period. This allowed the asset manager to remove
collateral in an effort to stabilize the credit quality of the
overall portfolio. Approximately 16.6% of the underlying
collateral is currently on Rating Watch Negative. Fitch previously
took negative rating action on Kodiak I on Aug. 2, 2007,
downgrading the class G notes to 'BB' from 'BBB' and the class H
notes to 'B+' from 'BB+' and placing both classes on Rating Watch
Negative.

TABERNA Preferred Funding I, Ltd.:

  -- $344,485,175 class A-1A affirmed at 'AAA';
  -- $14,514,825 class A-1B affirmed at 'AAA';
  -- $87,000,000 class A-2 affirmed at 'AAA';
  -- $64,000,000 class B-1 affirmed at 'AA';
  -- $10,000,000 class B-2 affirmed at 'AA';
  -- $37,750,000 class C-1 affirmed at 'A';
  -- $25,750,000 class C-2 affirmed at 'A';
  -- $4,500,000 class C-3 affirmed at 'A';
  -- $13,500,000 class D affirmed at 'BBB+';
  -- $31,081,063 class E affirmed at 'BBB'.

Taberna I experienced no asset defaults and continues to pass all
OC tests. Based on Fitch's public and shadow ratings, the average
credit quality of Taberna I has migrated to the 'B-/CCC+' range
from the 'BB-/B+' range at close. Approximately 10.2% of the
underlying collateral is currently on Rating Watch Negative.

Taberna Preferred Funding II, Ltd.:

  -- $383,501,525 class A-1A affirmed at 'AAA';
  -- $102,107,281 class A-1B affirmed at 'AAA';
  -- $9,587,538 class A-1C affirmed at 'AAA';
  -- $86,500,000 class A-2 affirmed at 'AAA';
  -- $120,500,000 class B affirmed at 'AA';
  -- $73,750,000 class C-1 downgraded to 'BBB+' from 'A';
  -- $26,000,000 class C-2 downgraded to 'BBB+' from 'A';
  -- $15,000,000 class C-3 downgraded to 'BBB+' from 'A';
  -- $31,250,000 class D downgraded to 'BBB' from 'A-';
  -- $29,866,591 class E-1 downgraded to 'BB' from 'BBB' and
     removed from Rating Watch Negative;
  -- $10,035,175 class E-2 notes downgraded to 'BB' from 'BBB' and
     removed from Rating Watch Negative;
  -- $42,500,000 class F notes downgraded to 'B' from 'BB+' and
     removed from Rating Watch Negative.

Taberna II experienced two asset defaults representing
approximately 6.3% of its portfolio. These defaults have caused
the failure of two OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna II has migrated to
the 'B-/CCC+' range from the 'B/B-' range at close. Approximately
12.6% of the underlying collateral is currently on Rating Watch
Negative.

Taberna Preferred Funding III, Ltd.:

  -- $390,944,516 class A-1A affirmed at 'AAA';
  -- $9,810,402 class A-1C affirmed at 'AAA';
  -- $38,500,000 class A-2A affirmed at 'AAA';
  -- $15,000,000 class A-2B affirmed at 'AAA';
  -- $91,250,000 class B-1 affirmed at 'AA';
  -- $7,500,000 class B-2 affirmed at 'AA';
  -- $36,500,000 class C-1 downgraded to 'A-' from 'A';
  -- $52,000,000 class C-2 downgraded to 'A-' from 'A';
  -- $43,750,000 class D downgraded to 'BBB-' from 'BBB' and
     removed from Rating Watch Negative;
  -- $31,500,000 class E downgraded to 'B+' from 'BB+' and removed
     from Rating Watch Negative.

Taberna III experienced one asset default representing
approximately 3.8% of its portfolio. This default has caused the
failure of two OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna III has migrated to
the 'B/B-' range from the 'B+/B' range at close. Approximately
12.4% of the underlying collateral is currently on Rating Watch
Negative.

Taberna Preferred Funding IV, Ltd.:

  -- $310,785,434 class A-1 affirmed at 'AAA';
  -- $50,000,000 class A-2 affirmed at 'AAA';
  -- $20,000,000 class A-3 affirmed at 'AAA';
  -- $81,450,000 class B-1 affirmed at 'AA';
  -- $7,000,000 class B-2 affirmed at 'AA';
  -- $45,000,000 class C-1 downgraded to 'A-' from 'A';
  -- $20,000,000 class C-2 downgraded to 'A-' from 'A';
  -- $35,000,000 class C-3 downgraded to 'A-' from 'A';
  -- $21,000,000 class D-1 downgraded to 'BBB-' from 'BBB';
  -- $13,000,000 class D-2 downgraded to 'BBB-' from 'BBB';
  -- $24,375,000 class E downgraded to 'B+' from 'BB+' and removed
     from Rating Watch Negative.

Taberna IV experienced one asset default representing
approximately 3.8% of its portfolio. This default has caused the
failure of two OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna IV has migrated to
the 'B/B-' range from the 'BB-/B+' range at close. Approximately
11.3% of the underlying collateral is currently on Rating Watch
Negative.

Taberna Preferred Funding V, Ltd.:

  -- $99,901,499 class A-1LA affirmed at 'AAA';
  -- $249,753,747 class A-1LAD affirmed at 'AAA';
  -- $60,000,000 class A-1LB affirmed at 'AAA';
  -- $90,000,000 class A-2L affirmed at 'AA';
  -- $50,000,000 class A-3L downgraded to 'BBB' from 'A';
  -- $35,000,000 class A-3FV downgraded to 'BBB' from 'A';
  -- $25,000,000 class A-3FX downgraded to 'BBB' from 'A';
  -- $40,500,000 class B-1L downgraded to 'B+' from 'BBB' and
     removed from Rating Watch Negative;
  -- $23,000,000 class B-2L downgraded to 'CCC+' from 'BB' and
     removed from Rating Watch Negative;
  -- $5,000,000 class B-2FX downgraded to 'CCC+' from 'BB' and
     removed from Rating Watch Negative.

Taberna V experienced two asset defaults representing
approximately 7.1% of its portfolio. These defaults have caused
the failure of two OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna V has migrated to
the 'B/B-' range from the 'BB-/B+' range at close. Approximately
18.7% of the underlying collateral is currently on Rating Watch
Negative.

Taberna Preferred Funding VI, Ltd.:

  -- $49,818,219 class A-1A notes affirmed at 'AAA';
  -- $303,891,134 class A-1B notes affirmed at 'AAA';
  -- $90,000,000 class A-2 notes affirmed at 'AAA';
  -- $18,000,000 class B notes affirmed at 'AA+';
  -- $97,000,000 class C notes affirmed at 'AA';
  -- $43,000,000 class D-1 notes downgraded to 'A-' from 'A';
  -- $10,000,000 class D-2 notes downgraded to 'A-' from 'A';
  -- $17,000,000 class E-1 notes downgraded to 'BBB-' from 'BBB'
     and removed from Rating Watch Negative;
  -- $17,000,000 class E-2 notes downgraded to 'BBB-' from 'BBB'
     and removed from Rating Watch Negative;
  -- $15,000,000 class F-1notes downgraded to 'B+' from 'BB+' and
     removed from Rating Watch Negative;
  -- $10,000,000 class F-2 notes downgraded to 'B+' from 'BB+' and
     removed from Rating Watch Negative.

Taberna VI experienced one asset default representing
approximately 3.7% of its portfolio. This default has caused the
failure of one OC test. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna VI has migrated to
the 'B+/B' range from the 'BB-/B+' range at close. Approximately
17.3% of the underlying collateral is currently on Rating Watch
Negative.

Taberna Preferred Funding VII, Ltd.:

  -- $350,000,000 class A-1LA affirmed at 'AAA';
  -- $120,000,000 class A-1LB affirmed at 'AAA';
  -- $25,000,000 class A-2LA affirmed at 'AA+ ';
  -- $50,000,000 class A-2LB affirmed at 'AA';
  -- $57,000,000 class A-3L affirmed at 'A';
  -- $40,000,000 class B-1L affirmed at 'BBB';
  -- $30,000,000 class B-2L downgraded to 'BB-'from 'BB'.

Taberna VII experienced one asset default representing
approximately 1.4% of its portfolio. This default has not caused
the failure of any OC tests. Based on Fitch's public and shadow
ratings, the average credit quality of Taberna VII has migrated to
the 'B+/B' range from the 'BB-/B+' range at close, causing a
failure of the transaction's WARF covenant. Approximately 22.5% of
the underlying collateral is currently on Rating Watch Negative.

TRAPEZA CDO X, Ltd./ Inc.:

  -- $268,000,000 class A-1 affirmed at 'AAA';
  -- $69,000,000 class A-2 affirmed at 'AAA';
  -- $31,000,000 class B affirmed at 'AA';
  -- $21,000,000 class C-1 affirmed at 'A-';
  -- $35,000,000 class C-2 affirmed at 'A-';
  -- $22,000,000 class D-1 downgraded to 'BBB-' from 'BBB';
  -- $22,000,000 class D-2 downgraded to 'BBB-' from 'BBB';
  -- $39,500,000 subordinate downgraded to 'B+' from 'BBB-'.

Trapeza X experienced one asset default representing approximately
4% of its portfolio.  This default has not caused the failure of
any OC tests.  Based on Fitch's public and shadow ratings, the
average credit quality of Trapeza X has migrated to the 'B/B-'
range from the 'BB-/B+' range at close.  
Note that bank and insurance collateral is excluded from this
measurement of portfolio credit quality, given that banks and
insurance companies underlying the transaction are evaluated on a
numerical score basis.  Approximately 3.3% of the portfolio,
representing REIT/homebuilder collateral, is currently on Rating
Watch Negative.  At close, Trapeza X was comprised of 62.89% bank
collateral, 5.35% insurance collateral and 31.76% REIT/homebuilder
collateral.

Trapeza CDO XI, Ltd.:

  -- $281,000,000 class A-1 affirmed at 'AAA';
  -- $53,000,000 class A-2 affirmed at 'AAA';
  -- $20,000,000 class A-3 affirmed at 'AAA';
  -- $25,000,000 class B affirmed at 'AA';
  -- $33,000,000 class C affirmed at 'A';
  -- $22,500,000 class D-1 affirmed at 'A-';
  -- $18,500,000 class D-2 affirmed at 'A-';
  -- $13,000,000 class E-1 affirmed at 'BBB';
  -- $5,000,000 class E-2 affirmed at 'BBB';
  -- $10,000,000 class F affirmed at 'BB'.

Trapeza XI experienced one asset default representing
approximately 2% of its portfolio.  This default has not caused
the failure of any OC tests.  Based on Fitch's public and shadow
ratings, the average credit quality of Trapeza XI has migrated to
the 'B/B-' range from the 'B+/B' range at close.
Note that bank and insurance collateral is excluded from this
measurement of portfolio credit quality, given that banks and
insurance companies underlying the transaction are evaluated on a
numerical score basis.  There is no underlying REIT/homebuilder
collateral currently on Rating Watch Negative.  At close, Trapeza
XI was comprised of 60.51% bank collateral, 9.65% insurance
collateral, 29.84% REIT/homebuilder collateral.
Trapeza X and Trapeza XI differ from the other CDOs included in
this review in that they combine trust preferred securities issued
by regional banks and insurance companies, along with trust
preferred securities and senior and subordinated debt issued by
REITs and homebuilders.  While regional banks and insurance
companies are expected to exhibit positive correlation with REITs
and homebuilders over the long-term, regional banks and insurance
companies have yet to exhibit the same level of underperformance
that REITs and homebuilders have in recent periods.  This has
served as a positive counterbalance to overall CDO portfolio
performance, and tempered Fitch's rating actions on hybrid TruPS
CDOs, relative to REIT TruPS CDOs.

In summary, Fitch's rating actions reflect an increasingly
challenging credit and liquidity environment facing REITs,
homebuilder and other financial institutions focusing on mortgage
lending.  Fitch believes the revised CDOs ratings more accurately
reflect the credit risk to noteholders, following the recent
period of defaults and rating downgrades.  Going forward, Fitch
will continue monitor ratings at the CDO and underlying issuer
level.  In the event of further defaults at the issuer level,
additional rating action at the CDO level may be warranted.


* US Telecom Companies Has Solid Liquidity, Fitch Says
------------------------------------------------------
U.S. telecommunications companies have, in general, solid
liquidity to withstand current credit market volatility and meet
their debt maturities, according to a Fitch Ratings report.

Since the previous liquidity crisis of 2001-2002, the telecom
industry has experienced a period of consolidation, providing most
operators with increased scale and diversity.  This consolidation
has led to greater financial stability and flexibility due to
increased scale and diversity of operations. Operators have taken
advantage of the low interest rate environment and previously
aggressive lending standards in the loan market to 'push-out'
maturities beyond 2009.  Furthermore, Fitch notes that
bankruptcies essentially removed the smaller, weaker players from
the industry.

'The industry is much better positioned to weather liquidity
issues compared to five years ago,' said Michael Weaver, Managing
Director, Fitch Ratings.  'Capital spending programs are much
lower and more success-based than earlier periods.'

For Fitch-rated telecom companies in the 'BBB+' to 'B-' range,
aggregate term debt maturities totaled $3.3 billion in 2007 and
$6.7 billion in 2008.  Fitch's expects that aggregate free cash
flow for these same companies will reach $11 billion in 2007 and
more than $12 billion in 2008, which is well in excess of the
current maturity schedule in aggregate.

Although overall industry liquidity is solid, several weaker
companies face greater risks due to a combination of negative cash
flow, balance sheets and/or high levels of maturities due through
2009.  These companies include Mediacom Communications Corp. and
Cablevision Systems Corp.  There is also potential risk associated
with Cablevision's leveraged buyout, as well as those of Alltel
Corp. and Intelsat, Ltd.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Alumatech Products, Corp.
   Bankr. S.D. Fla. Case No. 07-17472
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/flsb07-17472.pdf

In Re Movie Star Entertainment, Inc.
   Bankr. N.D. Ga. Case No. 07-74868
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/ganb07-74868.pdf

In Re Reiniche, Inc.
   Bankr. N.D. Ind. Case No. 07-12584
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/innb07-12584.pdf

In Re D.W.&P.,L.L.C.
   Bankr. N.D. Ind. Case No. 07-22434
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/innb07-22434.pdf

In Re Galye Property Venture, L.L.C.
   Bankr. D. Md. Case No. 07-18769
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/mdb07-18769.pdf

In Re Todd William Singer
   Bankr. N.D. Okla. Case No. 07-11765
      Chapter 11 Petition filed September 12, 2007
         See http://bankrupt.com/misc/oknb07-11765.pdf

In Re Mary Elizabeth Knighton
   Bankr. S.D. Ind. Case No. 07-08826
      Chapter 11 Petition filed September 13, 2007
         See http://bankrupt.com/misc/insb07-08826.pdf

In Re McClarty Miracle Homes, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-22874
      Chapter 11 Petition filed September 13, 2007
         Filed as Pro Se

In Re American Copy Supply, Inc.
   Bankr. D. Mass. Case No. 07-15830
      Chapter 11 Petition filed September 14, 2007
         See http://bankrupt.com/misc/mab07-15830.pdf

In Re Jesus Christ Apostolic Church, Inc.
   Bankr. E.D. N.C. Case No. 07-02036
      Chapter 11 Petition filed September 14, 2007
         See http://bankrupt.com/misc/nceb07-02036.pdf

In Re Rafael Cobo
   Bankr. S.D. N.Y. Case No. 07-12902
      Chapter 11 Petition filed September 14, 2007
         Filed as Pro Se

In Re V. Restaurants, Inc.
   Bankr. M.D. Ala. Case No. 07-31404
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/almb07-31404.pdf

In Re T.&S. Chesapeake Enterprises, Inc.
   Bankr. D. Md. Case No. 07-18989
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/mdb07-18989.pdf

In Re The Learning Years Millersville, Inc.
   Bankr. D. Md. Case No. 07-19004
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/mdb07-19004.pdf

In Re Daniel A. Budd
Excavating & Contracting, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-36434
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/nysb07-36434.pdf

In Re Jeffrey J. Helline
   Bankr. N.D. Ohio Case No. 07-34047
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/ohnb07-34047.pdf

In Re Ashley Creek Corporation of Kila
   Bankr. D. Mont. Case No. 07-61074
      Chapter 11 Petition filed September 17, 2007
         Filed as Pro Se

In Re Brown & Brown Resources, Inc.
   Bankr. W.D. Tex. Case No. 07-52429
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/txwb07-52429.pdf

In Re Wonz, Inc.
   Bankr. E.D. Va. Case No. 07-33396
      Chapter 11 Petition filed September 17, 2007
         See http://bankrupt.com/misc/vaeb07-33396.pdf

In Re Exclusive Homes, Inc.
   Bankr. D. N.M. Case No. 07-12310
      Chapter 11 Petition filed September 18, 2007
         See http://bankrupt.com/misc/nmb07-12310.pdf

In Re G.L.F. Investments, Inc.
   Bankr. W.D. Texas Case No. 07-11730
      Chapter 11 Petition filed September 18, 2007
         Filed as Pro Se        

In Re James Mitchell
   Bankr. D. Mass. Case No. 07-15918
      Chapter 11 Petition filed September 18, 2007
         Filed as Pro Se        

In Re Jonathan Chadwick Ingram
   Bankr. E.D. Va. Case No. 07-72080
      Chapter 11 Petition filed September 18, 2007
         See http://bankrupt.com/misc/vaeb07-72080.pdf

                             *********

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

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

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

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

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

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

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

                             *********

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

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

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

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

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

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