TCR_Public/071004.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, October 4, 2007, Vol. 11, No. 235

                             Headlines

360NETWORKS INC: Dreier LLP Recovers $55.4 Million for Creditors
ADVANCED MARKETING: Plan Confirmation Hearing Scheduled on Nov. 15
ADVANCED MARKETING: Judge Sontchi OKs Baker Taylor Settlement Pact
ANN-LEE CONSTRUCTION: Wants Case Converted to Chapter 7
ACXIOM CORP: Expects Improved Second Quarter Financial Results

AGILYSYS INC: Paying $0.03/Share Cash Dividend on November 1
ALANCO TECHNOLOGIES: Semple Marchal Raises Going Concern Doubt
ALLIANCE PHARMACEUTICAL: KMJ Corbin Raises Going Concern Doubt
AMERICAN TOWER: Posts $20 Million Net Loss in Qtr. Ended June 30
APPLICA INC: Parent Inks Merger Agreement with Salton

ARCAP 2005-RR5: Credit Erosion Prompts S&P to Lower Ratings
ARGENT SECURITIES: S&P Junks Rating on Class M-10 Certificates
AXIA INC: S&P Downgrades Corporate Credit Rating to B-
BAPTIST HEALTH: Moody's Places Ba2 $193MM Debt's Rating on Watch
BEAR STEARNS: Credit Enhancement Cues S&P to Affirm Ratings

BIOMERGE INDUSTRIES: Xillix Shares Delisted on TSX
BIOMERGE INDUSTRIES: B.C. Court Okays Amended Plan of Arrangement
BIRCH REAL: Fitch Cuts Rating on $11.04MM Notes to B from BB
BLUE RIDGE: S&P Removes Negative Watch and Withdraws Ratings
BODISEN BIOTECH: Earns $2.6 Million in Quarter Ended June 30

BOWNE & CO: Earns $15.7 million in Second Quarter Ended June 30
CALA CORP: Posts $135,795 Net Loss in Second Quarter Ended June 30
CARIBBEAN RESTAURANTS: S&P Revises Outlook to Neg. from Stable
CATHOLIC CHURCH: San Diego Posts Lists of Accused Priests
CATHOLIC CHURCH: San Diego Inks Pact Suspending MOR Submission

CATHOLIC CHURCH: Spokane Posts Names of Accused Priests
CATHOLIC CHURCH: Spokane Parishes Raised Up To Half of $10MM Share
CATHOLIC CHURCH: Spokane Wires $11.7MM Initial Payment to Trust
CHARTER COMMS: Moody's Holds Caa1 Corporate Family Rating
CHRYSLER LLC: September 2007 U.S. Sales Down 5%

CLASSIC COUNTRY: Voluntary Chapter 11 Case Summary
COTT CORP: S&P Revises CreditWatch to Negative from Developing
COUNTRYWIDE FINANCIAL: State Pension Wants to Recover Losses
CYGNUS BUSINESS: S&P Affirms All Ratings and Removes Pos. Watch
DANA CORP: Appaloosa Re-Affirms Investment Offer; Sends Final Deal

DANA CORP: Wants to Enter Into Mexican Unit Restructuring Process
DAVID SNYDER: Case Summary & 17 Largest Unsecured Creditors
DAVID WU: Voluntary Chapter 11 Case Summary
DEAN FOODS: Moody's Reviews Ba3 Corporate Family Rating
DELPHI CORP: U.S. Trustee Adds SABIC to Creditors Committee

DENNIS WICKS: Voluntary Chapter 11 Case Summary
DEWEY INVESTMENTS: Voluntary Chapter 11 Case Summary
DURA AUTOMOTIVE: Gets Court Nod to Submit Plan to Creditors
EL POLLO: Weakening Liquidity Cues S&P to Cut Rating to B-
FLEXTRONICS INT'L: Moody's Holds Corporate Family Rating at Ba1

FLEXTRONICS INT'L: Fitch Affirms 'BB+' Issuer Default Rating
FORD MOTOR: Overall September 2007 Vehicle Sales Decline by 21%
FREESTAR TECHNOLOGY: Auditor Raises Going Concern Doubt
GALLETTA REALTY: Voluntary Chapter 11 Case Summary
GAP INC: Reports $0.08 Per Share Dividend Payable on Oct. 30

GENERAL MOTORS: September 2007 Deliveries Up 4%
H&K INVESTMENT: Voluntary Chapter 11 Case Summary
HARBORVIEW MORTGAGE: Fitch Rates $11.5 Million Certs. at BB+
HD SUPPLY: High Leverage Cues S&P's B Corporate Credit Rating
HOLLY MARINE: Judge Sonderby Approves Bell Boyd as Panel's Counsel

HOMEBANC CORP: Taps MountainView Servicing as Broker
HOMEBANC CORP: Court Approves Ernst & Young As Tax Advisor
INGE BONGO: Case Summary & 13 Largest Unsecured Creditors
INTERSTATE BAKERIES: Lenders Reduce DIP Commitment by $10 Mil.
INTERSTATE BAKERIES: Court Defers Plan-Filing Deadline to Nov. 8

IPOFA WEST OAKS: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: Weakening Financial Cues S&P to Cut Ratings
LABRANCHE & CO: Moody's Cuts Senior Unsecured Rating to B2
LAIDLAW INT'L: Loan Termination Cues Moody's to Witdraw Ratings
LANDRY'S RESTAURANTS: Paying $0.05/Share Dividend on October 25

LIBERTY ELECTRIC: Moody's Rates $335 Million Loans at (P)Ba3
LINENS 'N THINGS: Fitch Junks Issuer Default Rating
LONG BEACH: Moody's Reviews Low-B Ratings on Four Tranches
LUMINENT MORTGAGE: Completes Asset Sale, Repays Lines of Credit
M FABRIKANT: Files Joint Chapter 11 Plan of Liquidation

MANARIS CORP: Raymond Chabot Raises Going Concern Doubt
MARCAL PAPER: Amends Plan of Reorganization; To Sell Assets
MELVA HUFF: Case Summary & Largest Unsecured Creditor
MERIDIAN AUTOMOTIVE: Judge Walrath Closes Chapter 11 Cases
MERIDIAN AUTOMOTIVE: Claims Objection Deadline Extended to Dec. 3

MERRILL LYNCH: Moody's Assigns Low-B Ratings on Six Certs.
MGM MIRAGE: Discloses Management Changes at Resorts
MICHAEL ACABADO: Voluntary Chapter 11 Case Summary
MORGAN STANLEY: S&P Holds 'BB-' Rating on Class F Certificates
MORGAN STANLEY: S&P Cuts Class M Certs. Rating to CCC from CCC-

MUSICLAND HOLDING: Plan Confirmation Hearing Adjourned Sine Die
MUSICLAND HOLDING: Trade Creditors Appeal Complaint Dismissal
MUZAK HOLDINGS: David Moore Resigns as Chief Technology Officer
MUZAK HOLDINGS: June 30 Balance Sheet Upside-Down by $381.2 Mil.
NEW JERSEY ECONOMIC: Fitch Withdraws 'BB+' Revenue Bonds Rating

NEXINNOVATIONS INC: TechData Confirms Second Bankruptcy Filing
NASDAQ STOCK: Buying Boston Stock Exchange for $61 Million
NASDAQ STOCK: Completes Sale of 28% LSE Stake to Borse Dubai
NETWOLVES CORP:  Marcum & Kliegman Raises Going Concern Doubt
NTCA INC: Voluntary Chapter 11 Case Summary

NVIDIA CORP: S&P Holds 'BB-' Rating and Revises Outlook to Pos.
OASYS MOBILE: Court Confirms Amended Chapter 11 Plan
OASYS MOBILE: Focus Management Approved as Financial Advisor
PARKER DRILLING: Improved Performance Cues S&P to Lift Ratings
PARMALAT SPA: Judge Doubts EUR2.1 Billion Claim Against Banks

PIRATES' REALITY: Voluntary Chapter 11 Case Summary
PORTELLA MANUFACTURING: Voluntary Chapter 11 Case Summary
PRA INTERNATIONAL: Moody's Places Corporate Family Rating at B3
PRA INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
PRECISION OPTICS: Vitale Caturano Raises Going Concern Doubt

PRIDE INTERNATIONAL: Earns $146.1 Million in Qtr. Ended June 30
PW LLC: Judge Bluedbond Converts Chapter 11 Case
QUEST TRUST: S&P Junks Ratings on Class M-3 Certificates
RELIANT ENERGY: Panel Taps Pepper Hamilton as Bankrupty Counsel
RH DONNELLEY: Moody's Rates Proposed $500MM Senior Notes at B3

RH DONNELLEY: Proposed $500MM Add-On Cues S&P to Hold B Rating
RURAL/METRO: Special Stockholder Meeting Scheduled on Oct. 10
SABEE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
SALTON INC: Inks Agreement to Acquire Applica
SATINDER TAMBER: Case Summary & Four Largest Unsecured Creditors

SCO GROUP: Taps Berger Singerman as General Counsel
SCO GROUP: Promotes Sandy Gupta to President of SCO Operations
SOLECTRON CORP: Flextronics Deal Cues Fitch to Withdraw Ratings
STEEL DYNAMICS: Moody's Affirms Ba1 Corporate Family Rating
SULTAN INC: Case Summary & 15 Largest Unsecured Creditors

SWEET TRADITIONS: Panel Wants DIP Financing Terms Clarified
SWEET TRADITIONS: Wants Guilfoil Petzall as Special Counsel
TERRENCE HAVANEC: Voluntary Chapter 11 Case Summary
TESORO CORP: Earns $443 Million in Second Quarter Ended June 30
TORONTO-DOMINION: Moody's Holds B+ Financial Strength Rating

US CONCRETE: Completes Acquisition of Architectural Precast
US ENERGY: Lenders Extend Credit to Meet Capital Deficiencies

* 22 McKissock & Hoffman Attorneys to Join Eckert Seamans
* 34 Bankruptcy Lawyers Join Lavery de Billy
* Cohen & Grisby Adds Five New Attorneys to Pittsburgh Offices

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

                             *********

360NETWORKS INC: Dreier LLP Recovers $55.4 Million for Creditors
----------------------------------------------------------------
Dreier LLP reported that as a result of two recent settlements
it will recover $55.4 million for the creditors of 360networks
inc. (USA).

Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York recently approved a settlement
agreement resolving a lawsuit filed by Dreier LLP on behalf of
its client, the Official Committee of Unsecured Creditors of
360networks (USA) inc., against Nortel Networks Inc., pursuant to
which Nortel has already paid in full the $45.5 million settlement
amount.

Dreier LLP also announced that it entered into a separate
settlement agreement last week with Sycamore Networks, Inc.
resolving another lawsuit filed by the Creditors Committee,
pursuant to which Sycamore has agreed to pay $9.9 million.  The
Sycamore settlement agreement was submitted to Judge Martin Glenn
of the U.S. Bankruptcy Court for the Southern District of New York
on Sept. 28, 2007 and is expected to be approved shortly.

Norman N. Kinel, a partner at Dreier LLP and founder and co-chair
of its Bankruptcy & Corporate Reorganization Department,
represented the Creditors Committee both during 360networks'
bankruptcy proceedings and in the lawsuits against Nortel and
Sycamore.  Dreier LLP partner Brian Dunefsky, senior associate
Terence D. Watson and associate Timothy A. Solomon worked on the
proceedings with Mr. Kinel.  Shalom L. Kohn of Sidley Austin LLP
also assisted in the representation of the Creditors Committee in
both matters.

The Creditors Committee sued Nortel in January 2003, alleging that
approximately $100 million in payments and equipment returns that
360networks had made to Nortel prior to declaring bankruptcy in
2001 constituted preferential transfers.  The lawsuit was
commenced in connection with 360networks' financial restructuring,
which began in June 2001 and concluded when 360networks emerged
from bankruptcy protection in 2002.  Nortel was a vendor that
supplied equipment to 360networks for the construction of what was
intended to be a global fiber-optics network.

The Creditors Committee similarly sued Sycamore in January 2003,
alleging that approximately $16 million in payments that
360networks had made to Sycamore constituted preferential
transfers.  The lawsuit against Sycamore was scheduled to proceed
to trial this month.

"While preferential transfer cases are common in bankruptcies, the
size of the Nortel lawsuit, the nature of the defenses raised by
Nortel -- including the claim that 360networks was solvent prior
to its bankruptcy filing and thus precluded from recovering any
preferential transfers -- and the size of the recovery for the
creditors makes this result unique," stated Mr. Kinel.  "After
more than four years of litigation, we are pleased to have
obtained through settlement what is believed to be one of the
largest amounts ever recovered in a single preference action and
at the same time to have avoided what likely would have been
several more years of protracted litigation for our client.  We
are also pleased to have resolved our action against Sycamore,
which together with the Nortel settlement, will result in very
significant recoveries to unsecured creditors in a case where at
the outset it was widely predicted that that there would be no
recoveries for unsecured creditors at all."

Mr. Kinel continues to pursue, among others, a $17 million
preference action against Pirelli Communications Cables and
Systems USA LLC on behalf of the Committee for the benefit of the
creditors of 360networks.  Under U.S. law, money that is paid to
creditors within 90 days of a bankruptcy filing can be recovered
later by the debtor's creditors under certain circumstances.
Background on Dreier LLP

                        About Dreier LLP

Manhattan- based Dreier LLP, an affiliate of Dreier Stein & Kahan
LLP, represents institutional, entrepreneurial and individual
clients in diverse sectors of financial, industrial and service-
oriented markets.  The firm has three affiliates: Schlesinger
Gannon & Lazetera LLP practices in trusts and estates law; Pitta &
Dreier LLP specializes in labor law; and Pitta, Bishop, Del Giorno
& Dreier LLP specializes in government relations as well.

                        About 360Networks

Headquartered in Vancouver, British Columbia, 360networks, Inc.
-- http://www.360.net/-- provides fiber optic communications  
network products and services worldwide.  The company, together
with 22 affiliates, filed for chapter 11 protection on June 28,
2001 (Bankr. S.D.N.Y. Case No. 01-13721), obtained confirmation of
their plan on October 1, 2002, and emerged from chapter 11 on
November 12, 2002.  Alan J. Lipkin, Esq., and Shelley C. Chapman,
Esq., at Willkie Farr & Gallagher, represent the company in this
case.  Lawyers at Dreier LLP represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $6,326,000,000 in assets and
$3,597,000,000 in liabilities.


ADVANCED MARKETING: Plan Confirmation Hearing Scheduled on Nov. 15
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware has set a hearing on Nov. 15, 2007,
to consider confirmation of the Second Amended Joint Plan of
Liquidation filed by Advanced Marketing Services Inc. and its
debtor-affiliates and the Official Committee of Unsecured
Creditors.

Objections to the Plan, if any, must be submitted by November 6.

As reported in the Troubled Company Reporter on Sept. 28, 2007,
the Court had approved the Disclosure Statement describing the
Plan.  At the September 26 hearing, Judge Sontchi found that the
Disclosure Statement, as amended, contains "adequate information"
as required by Section 1125 of the Bankruptcy Code.

Judge Sontchi said at the hearing that creditors whose debt is not
backed by collateral will be paid from $0.29 to $0.42, according
to Bloomberg.

Pursuant to the Court-approved Disclosure Statement, the unsecured
creditors, which are owed between $29,000,000 and $36,000,000, and
all others who receive only partial payment of what they are owed,
are allowed to vote on the Liquidating Plan before the Court
decides whether it should be confirmed.  In addition, secured
creditors, whose debts are guaranteed by collateral, will be paid
in full.  Unsecured creditors of PGW will be paid in full on debts
up to $11,000,000.

The funds to be used to pay AMS' debts will come from the sale of
most of the Debtor's assets to its competitor, Baker & Taylor,
Inc., according to Bloomberg.

Baker & Taylor agreed in March to buy the AMS assets for
$20,000,000 in cash, plus an amount to be based on the value of
the AMS debts and book inventory.  Baker & Taylor has paid
$57,800,000 under its original Asset Purchase Agreement with AMS.

The Debtors and the Committee also delivered at the September 26
hearing a copy of their Second Amended Plan of Liquidation and
accompanying Disclosure Statement to add specific provisions with
respect to the Reclamation Claims and the 20 Day Administrative
Claims filed against AMS, which are allowed as Administrative
Claims pursuant to Sections 502 and 503 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure.

A blacklined copy of the Second Amended Liquidating Plan is
available for free at http://researcharchives.com/t/s?23c4  

A blacklined copy of the Second Amended Disclosure Statement is
available for free at http://researcharchives.com/t/s?23c5  

The Second Amended Liquidating Plan provides that each of those
claims may be reduced dollar for dollar for returns of goods up to
a certain current amount reflecting the goods in possession of the
Debtors at or about the time of the report for each claim.

A schedule of the Reclamation Claims and their approved current
amounts is available at no charge at:

             http://researcharchives.com/t/s?23c6  

Judge Sontchi has directed the creditors to submit their votes on
the Plan by November 6.

Creditors whose claims are being objected to are not eligible to
vote unless such objections are resolved in their favor or, the
claims are temporarily allowed by the Court for the purpose of
voting to accept or reject the Plan.

The Plan Proponents believe that the Liquidating Plan is in the
best interests of the creditors and is fair and equitable, and,
accordingly, are encouraging the creditors to vote in favor of the
Plan.

Curtis R. Smith, Chief Executive Officer of AMS, stated in Court
filings that upon entry of the Plan Confirmation Order, the cash
and assets of the Deferred Compensation Trust will be transferred
to Reorganized AMS and will become property of the AMS estate and
available for distribution to holders of Allowed Unsecured Claims
against AMS.  Individuals who contributed to the Deferred
Compensation Plan will be treated as holders of Unsecured Claims
against AMS.

William C. Sinnott of Random House Inc., Chairman of the Creditors
Committee, added that on or before the Plan's substantial
consummation, the Plan Proponents may file with the Court certain
agreements or other documents as may be necessary or appropriate
to effectuate and further evidence the terms and conditions of the
Plan.

                     About Advanced Marketing

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

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

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


ADVANCED MARKETING: Judge Sontchi OKs Baker Taylor Settlement Pact
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware issued a final order approving the
settlement agreement between Advanced Marketing Services, Inc.,
and Baker and Taylor, Inc.

Under the Settlement Agreement, Baker & Taylor will pay AMS
$6,050,000, and deliver to the Debtor $1,750,000 of specific
inventory.

Judge Sontchi has extended until Oct. 31, 2007, the terms of the
Transition Services Agreement, pursuant to which AMS will pay
Baker & Taylor $4,250,000 as a one-time payment that nets all
amounts due to either party under the TSA through and including
October 31.

Baker & Taylor agreed to promptly pay AMS the net amount of
$1,800,000 by wire transfer, consisting of the $6,050,000 APA
payment, less the $4,250,000 TSA payment.

As reported in the Troubled Company Reporter on March 23, 2007,
Baker & Taylor, completed the acquisition of the wholesale
operations of Advanced Marketing.  Baker & Taylor's acquisition
includes Advanced Marketing assets through which it distributes
bestsellers, children's books, culinary titles, reference works,
and other books to membership warehouse clubs.  Baker & Taylor
also acquired Advanced Marketing's wholesale distribution
operations in the United Kingdom and in Mexico.

As reported in the Troubled Company Reporter on July 24, 2007, the
Debtors asked the Court to compel Baker & Taylor, Inc., to pay the
remaining $6,216,222 due under their Asset Purchase Agreement.

Under the agreement, the purchase price was to be paid in three
installments:

  -- on the closing date, $20,000,000 plus certain additional
     sums, including 33.3% of the "Combined APG/AR Price";

  -- 30 days after the closing date, 33.3% of the Combined APG/AR
     Price; and

  -- 60 days after the Closing Date, 33.4% of the Combined APG/AR
     Price, minus $1,000,000.

Pursuant to the terms of the APA, the amount of the Final Payment
should have been $10,350,632.  However, B&T paid only $4,134,410
on May 18, 2007, leaving the $6,200,000 shortfall.

AMS disclosed that it tried many times to persuade B&T to pay what
it owes, B&T continues to withhold the amount.

To justify its refusal to pay, B&T has relied on unfounded and
patently erroneous interpretations of the Purchase Agreement.  B&T
has insisted it is entitled to $2,043,969 held by AMS in its ban
account at the time of closing, on the ground that any funds
deposited in the account on or after 12:01 a.m. on March 19, 2007,
belong to B&T.

AMS contends B&T's position is false.  AMS points out the Purchase
Agreement provides that any cash in its bank accounts prior to
2:00 p.m. on March 19, 2007, belongs to it.  The parties did not
agree to an earlier or later date, AMS says.

                     About Advanced Marketing

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

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

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than $100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000).


ANN-LEE CONSTRUCTION: Wants Case Converted to Chapter 7
-------------------------------------------------------
Ann-Lee Construction and Supply Company Inc. asks the United
States Bankruptcy Court for the Western District of Pennsylvania
to convert its Chapter 11 bankruptcy proceeding into a Chapter 7
liquidation proceeding.

The Debtor tells the Court that they have incurred additional
losses from Jan. 11, 2007, to Aug. 17, 2007 and as a result, it is
unable to meet its debts as they come due.

The Debtor further says that it is unable to file a viable Chapter
11 plan and disclosure statement within the required time set by
the Court.  The Debtor's exclusive plan filing period expired on
Sept. 19, 2007.

The Court will convene a hearing on Oct. 10, 2007, at 10:00 a.m.,
to consider the Debtor's request.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in
its restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein
Law Firm PC, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million to
$100 million.


ACXIOM CORP: Expects Improved Second Quarter Financial Results
--------------------------------------------------------------
Acxiom Corporation expects improved revenue, income from
operations and net income in its second fiscal quarter ended
Sept. 30, 2007 compared to its first fiscal quarter ended
June 30, 2007.

Acxiom’s revenue in the first quarter was $338.2 million; its
income from operations was $4.1 million and its net income was a
loss of $11.5 million.  The diluted loss per share of $0.15
included the impact of $20.6 million, in unusual expense items,
net of income tax effect.

The unusual items in the first quarter included costs related to
the then-pending transaction with Silver Lake and ValueAct Capital
of $15.1 million, which were non-deductible for tax purposes, and
$5.5 million predominantly related to the write-off of certain
long-term assets related to an amended contract.  These items
reduced first-quarter net income by approximately $18.5 million
and diluted earnings per share by $0.24.

“Our forecast for the second half of the fiscal year is for
improved results compared to the first half of the year,” Charles
D. Morgan, Acxiom Company Leader and Chairman of the Board stated.  
“Also, I should note that the $65 million we expect to receive
related to the termination of the merger agreement will be
substantially more than any one-time expenses related to the
merger agreement.”

“Acxiom is a leader in database marketing services and data
products,” Mr. Morgan concluded.  “Our technology, solid financial
position, strong client relationships and dedicated associates
will ensure that we remain the market leader.”

The company plans to disclose second quarter financial results on
Oct. 24, 2007.

Based in Little Rock, Arkansas, Acxiom(R) Corporation (Nasdaq:
ACXM) -- http://www.acxiom.com/-- integrates data, services and  
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's solutions
are Customer Data Integration technology, data, database services,
IT outsourcing, consulting and analytics, and privacy leadership.  
Founded in 1969, Acxiom has locations throughout the United
States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Standard & Poor's Ratings Services said its 'BB' corporate credit
rating on Little Rock, Arkansas-based Acxiom Corp. remains on
CreditWatch with negative implications, where it was placed on
May 17, 2007.  At the same time, S&P also placed the 'BB' senior
secured debt ratings on CreditWatch with negative implications,
because the debt will no longer be refinanced as part of the LBO
financing.


AGILYSYS INC: Paying $0.03/Share Cash Dividend on November 1
------------------------------------------------------------
Agilysys Inc. affirmed its quarterly cash dividend on common stock
of $0.03 per share, payable Nov. 1, 2007, to shareholders of
record as of Oct. 12, 2007.

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and    
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


ALANCO TECHNOLOGIES: Semple Marchal Raises Going Concern Doubt
--------------------------------------------------------------
Phoenix-based Semple, Marchal & Cooper LLP expressed substantial
doubt about Alanco Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  

The auditing firm stated that the company has incurred significant
losses from operations, anticipates additional losses in the next
year, and has insufficient working capital as of June 30, 2007 to
fund the anticipated losses.

The company posted a $5,871,700 net loss on $18,474,100 of net
sales for the year ended June 30, 2007, as compared with a
$4,085,100 net loss on $5,444,500 of net sales in the prior year.  
The company also posted an operating loss of $4,449,700 at
June 30, 2007, compared with a $4,078,300 operating loss in the
prior year.

At June 30, 2007, the company's balance sheet showed $27,882,900
in total assets and $12,369,400 in total liabilities, resulting a
$14,698,500 stockholders' equity.  The company had a working
capital deficit of $219,100 at June 30, 2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?23f2

                    About Alanco Technologies

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
(NASDAQ: ALAN) -- http://www.alanco.com/-- provides wireless   
tracking and asset management solutions through its StarTrak
Systems and Alanco/TSI PRISM subsidiaries. The company also
participates in the data storage industry through its
Excel/Meridian Data, Inc. subsidiary, a manufacturer of Network
Attached Storage systems.


ALLIANCE PHARMACEUTICAL: KMJ Corbin Raises Going Concern Doubt
--------------------------------------------------------------
Irvine, Calif.-based KMJ Corbin & Company LLP raised substantial
doubt about Alliance Pharmaceutical Corp.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended June 30, 2007, and 2006.  
The auditor pointed to the company's lack of sufficient working
capital to service its debts and to fund its operations through
the fiscal year ending June 30, 2008.

                           Financials

For the year ended June 30, 2007, the company reported a
$4,093,000 net loss on $573,000 of revenues, as compared with a
$9,575,000 net loss on $129,000 of revenues for the year ended
June 30, 2006.

At June 30, 2007, the company's balance sheet showed $1,069,000 in
total assets and $13,765,000 in total liabilities, resulting in a
$12,696,000 stockholders' deficit.

The company's balance sheet at June 30, 2007, also showed strained
liquidity with $933,000 in total current assets and $13,015,000 in
total current liabilities.

                             Default

As of Sept. 27, 2007, the company is in default under the Senior
Notes in the aggregate principal and interest amount of
approximately $12 million.  Alliance is continuing to seek
additional financing that would qualify as a Qualified Financing
for the purpose of funding its continuing operations through June
2008.

In April 2006, Alliance entered into the 2006 Amendment of its
Senior Notes.  Pursuant to the 2006 Amendment, the maturity date
of each outstanding Senior Note was extended from March 24, 2006,
to April 1, 2007.

Since the company did not have the funds to pay the Senior Notes
on April 1, 2007, in two confidential teleconferences with the
holders, Alliance requested that each holder of a Senior Note
execute an amendment to extend the maturity date of the Senior
Note from April 1, 2007, to June 30, 2008.

On May 15, 2007, Alliance entered into the 2007 Amendment of its
Senior Convertible Promissory Note Purchase Agreement and
Registration Rights Agreement with essentially all of the existing
holders of Alliance's Senior Notes.  Pursuant to the 2007
Amendment, the maturity date of each outstanding Senior Note was
extended:

   (a) The maturity date was extended from April 1, 2007, to the
       date 90 days after the date of the 2007 Amendment.  If the
       company received more than $1.5 million but less than
       $3 million in connection with a Qualified Financing (as
       defined in the 2007 Amendment) prior to the expiration of
       the 90 days (which the company did not receive), the
       maturity date would have been automatically extended to the
       date that is 180 days after the date of the 2007 Amendment;
       and

   (b) If the company receives at least $3 million in connection
       with a Qualified Financing prior to the extended maturity
       date, the maturity date will automatically become June 30,
       2008.

The holders of the Senior Notes also agreed to subordinate their
rights to any debt that is issued in a Qualified Financing.  
Further, any financing that qualifies as a Qualified Financing
will not require additional approval from the Senior Note holders.

Alliance also agreed to issue to each current holder of a Senior
Note an additional note with principal amount equal to 20% of the
outstanding principal amount of such Senior Note on the date of
the 2007 Amendment, which resulted in Alliance issuing new
promissory notes in the aggregate principal amount of
approximately $1.8 million.

These new notes bear interest at the rate of 10% per annum, will
mature on June 30, 2008, and may become convertible into common
stock of Alliance on the same terms as the Senior Notes at such
time as Alliance has a sufficient number of authorized and
unreserved shares of common stock to accommodate such conversion
and Alliance provides written notice to the holders of these notes
that they are then convertible into common stock.

The Company also agreed to an increase of 20% to the current
royalty/milestone payment participation amounts set forth in the
2006 Amendment.

Under the 2006 Amendment, the Senior Note holders receive 50% of
the total amounts of royalties and milestones received by the
company from third parties until 100% of the payment participation
amounts have been received. The Senior Note holders will now
receive payment sharing until 120% of the payment participation
amounts have been received if they continue to hold their Senior
Notes through June 30, 2008.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?23f8

Headquartered in San Diego, Calif., Alliance Pharmaceutical Corp.
(OTCBB: ALLP.OB) -- http://www.allp.com/-- is an emerging  
pharmaceutical company that is currently focused on developing its
lead product, OXYGENT, which is based on its proprietary
perfluorochemical technology.  OXYGENT is being developed as an
intravascular oxygen carrier designed to augment oxygen delivery
in surgical patients.


AMERICAN TOWER: Posts $20 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
American Tower Corporation reported a net loss of $20.0 million   
for the second quarter ended June 30, 2007, compared with net
income of $7.7 million for the same period last year.  The net
loss for the quarter ended June 30, 2007, reflects income from
continuing operations of $12.0 million, offset by a $32.0 million
loss from discontinued operations, net related to the Verestar
bankruptcy proceedings.  

Operating income increased to $93.3 million and income from
continuing operations increased to $12.0 million.  Income from
continuing operations includes a $28.9 million pre-tax loss on
retirement of long-term obligations related to the refinancing of
certain of the company's outstanding indebtedness and an
$8.1 million pre-tax gain on the termination of related interest
rate swaps.

Total revenues increased 10% to $358.4 million and rental and
management segment revenues increased 10% to $350.8 million.

Jim Taiclet, American Tower's chief executive officer stated, "We
again experienced strong operational results in the second quarter
as demonstrated by our 10% and 12% tower revenue and Adjusted
EBITDA growth, respectively.  Tower leasing activity continues to
reflect our customers' efforts to expand and improve their network
quality and coverage, the deployment of new technologies, and the
coverage and capacity expansion of relatively newer entrants into
the wireless space.  We believe these underlying trends that are
driving the current levels of demand for tower space are
sustainable as telephony, data, and entertainment services
continue to migrate from wired to wireless.

"Meanwhile, our focus internally continues to be to provide highly
responsive customer service while pursuing operational initiatives
to improve our cycle time, quality and efficiency, as evidenced by
our industry leading Adjusted EBITDA margins and other operating
metrics.  In addition, we are confident that our solid financial
position provides us with the flexibility to pursue strategic
opportunities to expand our scale, both internationally as well as
in the US."

Cash provided by operating activities increased to $210.8 million,
which includes approximately $80.0 million received in connection
with the company's previously disclosed federal income tax refund.

Free Cash Flow increased to $174.6 million, consisting of
$210.8 million of cash provided by operating activities, less
$36.1 million of payments for purchases of property and equipment
and construction activities, including $15.2 million of
discretionary capital spending.  The company completed the
construction of 22 towers and the installation of 5 in-building
systems during the quarter and spent approximately $10.5 million
on ground lease purchases.

At June 30, 2007, the company's consolidated balance sheet showed
$8.38 billion in total assets, $4.74 billion in total liabilities,
$3.5 million in minority interest, and $3.64 billion 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?23ee

                     Stock Repurchase Program

During the quarter ended June 30, 2007, the company repurchased a
total of 10.2 million shares of its Class A common stock for
approximately $414 million.  As of July 26, 2007, the company had
repurchased pursuant to its publicly announced stock repurchase
programs an aggregate of 38.5 million shares of its Class A common
stock for approximately $1.43 billion since November 2005, which
includes the repurchase of 2.7 million shares of its Class A
common stock for approximately $119 million subsequent to June 30,
2007.  The company expects to complete the remaining $822 million
of stock repurchases pursuant to its current $1.5 billion stock
repurchase program by the end of February 2008.

                  Verestar Bankruptcy Proceeding

The company agreed in September 2006 to mediate the bankruptcy
proceedings and related litigation of its Verestar subsidiary,
which filed for protection under the federal bankruptcy laws in
December 2003.  In July 2007, the company participated in
mediation with the creditors' committee, and the parties reached
an agreement on terms for a proposed settlement in which the
company would pay $32.0 million and the parties would agree to a
mutual release of all claims existing prior to the execution of
the settlement agreement.  The company has recorded an estimated
liability associated with the Verestar bankruptcy proceedings in
an amount equal to the proposed settlement amount, which is
reflected in loss from discontinued operations, net for the three
and six months ended June 30, 2007.

                       About American Tower

Headquartered in Boston, American Tower Corporation (NYSE: AMT) --
http://www.americantower.com/-- owns, operates and develops  
broadcast and wireless communications sites.  American Tower owns
and operates over 22,000 sites in the United States, Mexico and
Brazil.  Additionally, American Tower manages approximately 2,000
revenue producing rooftop and tower sites.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings assigned a 'BB+' rating to American Tower
Corporation's proposed ten-year $250 million senior unsecured
notes.  Fitch also rated AMT's Issuer Default Rating at 'BB+'.  
The Rating Outlook is Stable.


APPLICA INC: Parent Inks Merger Agreement with Salton
-----------------------------------------------------
Salton, Inc. has entered into a definitive merger agreement with
APN Holding Company, Inc., the parent company of Applica Inc.,
pursuant to which Applica will become a wholly-owned subsidiary of
Salton.

APN Holding Company is owned by Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations
Fund, L.P.

As reported in the Troubled Company Reporter on Aug. 7, 2007,
Salton Inc. received from APN Holding Company Inc. a written
notice of termination of the merger agreement dated Feb. 7, 2007,
between Salton and APN Holdco.  Salton argues that the termination
confirms Salton's belief that APN Holdco has, for some time, not
acted in good faith and that the company intends to vigorously
pursue its claims and remedies against APN Holdco, its affiliates
and representatives.

As a result of the proposed merger and the related transactions,
Harbinger Capital Partners will beneficially own 92% of the
outstanding common stock of Salton, and existing holders of
Salton's Series A Voting Convertible Preferred Stock (excluding
Harbinger Capital Partners), Series C Nonconvertible (NonVoting)
Preferred Stock (excluding Harbinger Capital Partners) and common
stock (excluding Harbinger Capital Partners) would own
approximately 3%, 3% and 2%, respectively, of the outstanding
common stock of Salton immediately following the merger and
related transactions.

In addition to the merger, the definitive merger agreement
contemplates the consummation of these transactions simultaneously
with the closing of the merger:

   (1) the mandatory conversion of all outstanding shares of
       Salton's Series A Voting Convertible Preferred Stock,
       including those held by Harbinger Capital Partners, into
       shares of Salton's common stock;

   (2) the mandatory conversion of all outstanding shares of
       Salton's Series C Nonconvertible (NonVoting) Preferred
       Stock, including those held by Harbinger Capital
       Partners, into shares of Salton's common stock; and

   (3) the exchange by Harbinger Capital Partners of
       approximately $90 million principal amount of Salton's
       second lien notes and approximately $15 million
       principal amount of Salton's 2008 senior subordinates
       notes, for shares of a new series of non-convertible
       (non voting) preferred stock of Salton, bearing a 16%
       cumulative preferred dividend.

The combination of Salton and Applica is expected to create one of
the largest U.S. public companies focused on the household small
appliance industry, with the scale and customer relationships to
provide category leadership and efficiencies.  The combined
company will have a broad portfolio of well recognized brand names
such as Salton(R), George Foreman(R), Black & Decker(R),
Westinghouse(TM), Toastmaster(R), Melitta(R), Russell Hobbs(R),
Windmere(R), LitterMaid(R) and Farberware(R).  Salton and its
subsidiaries after the merger will continue to design, service,
market and distribute a wide range of products under these brand
names, including small kitchen and home appliances, electronics
for home, lighting products, and personal care and wellness
products.

The combination of Salton and Applica is expected to provide
enhanced scale which should enable the combined company to reduce
costs; attract new and expand existing customer relationships;
capitalize on organic and external growth opportunities more
effectively than either company could have on a stand alone basis;
improve cost of goods through larger volume purchasing; and
benefit from improved capital structure flexibility.  In addition,
Salton and Applica have complementary geographic strengths that
can be utilized to enhance the distribution of each company's
products outside the United States.  In particular, Salton's
business is well established in Europe, Australia and Brazil (with
additional distribution in Southeast Asia, Middle East and South
Africa), while Applica's business is well established in Mexico,
South America and Canada.

The executive leadership of the combined companies after the
merger is expected to consist of members of both Salton's and
Applica's existing management teams as well as new management
personnel.

"We believe that this transaction is the best strategic
alternative available to enhance stockholder value,” William Lutz,
Interim Chief Executive Officer of Salton, said.  “The combination
of Salton and Applica is expected to create the opportunity for
significant future value enhancement for Salton stockholders, as
well as benefit customers and suppliers, as a result of the
expanded brand portfolios, strengthened international presence and
improved capital structure flexibility of the combined companies.  
The combined company can operate more efficiently than either
Applica or Salton on a stand alone basis, and will benefit
significantly from cost and revenue synergies."

"The combined company will be well positioned as a leading
provider of quality, innovative consumer appliances around the
world,” Terry Polistina, Chief Operating Officer and Chief
Financial Officer of Applica, added.  “The company will be able to
leverage brands, products and geographies, as well as provide the
scale to drive organic growth.  In addition, we believe the
combined company will be a compelling platform for future
expansion in our industry."

The companies intend to complete this transaction within the next
three to four months.  The consummation of the merger and related
transactions is subject to various conditions, including the
approval by the Company's stockholders and the absence of legal
impediments.  The merger and related transactions are not subject
to any financing condition.

Houlihan Lokey Howard & Zukin acted as financial advisor and
Sonnenschein Nath & Rosenthal LLP acted as legal advisor to
Salton.  Lazard Freres & Co. LLC acted as financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to Harbinger Capital Partners and APN Holding Company.

                          About Salton

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

                          About Applica

Applica, Inc. (NYSE: APN) -- http://www.applicainc.com/-- is a     
marketer and distributor of a range of branded small household
appliances in five categories: kitchen products, home products,
pest control products, pet care products and personal care
products.

                          *     *     *

Standard & Poor's rated Applica Inc.'s 10% Senior Subordinated
Notes due 2008 at CCC-.


ARCAP 2005-RR5: Credit Erosion Prompts S&P to Lower Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 12
classes of commercial mortgage-backed securities pass-through
certificates from ARCap 2005-RR5 Resecuritization Inc.  
Concurrently, S&P affirmed its ratings on three other classes from
the same transaction.
     
The downgrades reflect actual and expected credit support erosion
related to expected losses that are greater than Standard & Poor's
expectations at issuance.  To date, the trust has incurred a loss
of $74.1 million, which has reduced the original balance of the
unrated class O certificate by 82%.
     
The affirmations reflect credit support levels that adequately
support the current ratings.
     
As of the Sept. 24, 2007, remittance report, the collateral pool
consisted of 18 classes of subordinated fixed-rate CMBS pass-
through certificates and five classes of subordinated fixed-rate
re-REMIC certificates with an aggregate principal balance of
$232.3 million, compared with 26 classes of certificates totaling
$306.4 million at issuance.  The collateral pool includes 16
distinct CMBS transactions issued between 1998 and 2005.  Losses
on the specially serviced assets in the underlying transactions
are expected to reduce the balance of the class O certificate to
zero upon liquidation.

Transactions from every vintage year except 2005 have contributed
to losses incurred by the trust, and the 2000 vintage has
contributed the most (37%).  The 2000 vintage loans were
originated in peak real estate years, a period in which leases
were signed at fairly high rent levels.  When those
leases rolled to lower market rents, the amount of cash flow
available to service debt payments was reduced, which contributed
to higher defaults and loss severities.  In addition, 60% of the
trust's collateral balance is concentrated in these five
underlying transactions:

     -- ARCap 2004-RR3 Resecuritization Inc.’s series 2004-RR3
        (28%);

     -- First Union National Bank Commercial Mortgage Trust's
        series 2000-C1 (10%);

     -- Chase Manhattan Bank – First Union National Bank
        Commercial Mortgage Trust’s series 1999-1 (8%);

     -- J.P. Morgan Commercial Mortgage Finance Corp.'s series
        2000-C9 (8%); and

     -- J.P. Morgan Commercial Mortgage Finance Corp.’s series
        1999-C8 (6%).

The 16 CMBS transactions are collateralized by 2,574 loans with a
current outstanding principal balance of $14.4 billion, down from
3,031 loans with an aggregate principal balance of $18.8 billion
at issuance.  The certificates in the collateral pool with public
ratings from Standard & Poor's (15% of the current trust balance)
and those with credit estimates (85% of the current trust balance)
exhibit credit characteristics consistent with 'CCC-' rated
obligations, down from 'CCC' at issuance.  Two percent of the
certificates have investment-grade ratings or have received credit
estimates commensurate with investment-grade obligations,
unchanged from issuance.
     
The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  As such, losses associated with the loans
are first realized by the CMBS trusts that issued the pass-through
certificates. Realized losses on the first-loss positions will
directly result in principal losses to the unrated O class from
ARCap 2005-RR5 Resecuritization Inc. Currently, first-loss
positions account for 69% of the collateral.  Subordination is
available to absorb various losses experienced by the remaining
collateral before the ARCap 2005-RR5 Resecuritization Inc.
certificates are affected.

Standard & Poor's analysis included loss projections on the
underlying collateral and an evaluation of the impact of those
losses on the transaction's capital structure.  The resultant
credit support levels adequately support the lowered and affirmed
ratings.
    

                        Ratings Lowered
     
              ARCap 2005-RR5 Resecuritization Inc.
             Commercial mortgage-backed securities
                   pass-through certificates

                     Rating
                     ------
        Class     To         From    Credit enhancement
        -----     --         ----     ----------------
        A-3       AA+        AAA           66.27%
        B         A+         AAA           56.83%
        C         BBB+       AA-           47.38%
        D         BBB        A+            46.06%
        E         BBB-       A-            40.63%
        F         BB         BBB           36.59%
        G         BB-        BBB-          32.54%
        H         B          BB            25.79%
        J         B-         BB-           23.09%
        K         CCC+       B+            19.05%
        L         CCC        B-            15.00%
        M         CCC-       CCC           10.95%

                       Ratings Affirmed
     
             ARCap 2005-RR5 Resecuritization Inc.
            Commercial mortgage-backed securities
                   pass-through certificates

            Class     Rating   Credit enhancement
            -----     ------    ----------------
            A-1       AAA            88.76%
            A-2       AAA            77.53%
            N         CCC-            6.90%


ARGENT SECURITIES: S&P Junks Rating on Class M-10 Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed securities issued by Argent Securities
Inc.’s series 2004-PW1 and removed one of the ratings from
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on the remaining six classes from this
transaction.
     
The downgrades of classes M-7, M-8, M-9, and M-10 reflect a high
amount of severe delinquencies (90-plus days, foreclosures, and
REOs) and a reduction in credit enhancement as a result of monthly
realized losses.  Monthly realized losses have consistently
exceeded excess interest during the past six months.  As of the
September remittance date, the average monthly loss was
approximately $519,382 over the past six months, while excess
spread averaged about $108,260 for the same period.  Cumulative
losses have almost doubled over the past year, rising to 3.2% from
1.59%.  Severe delinquencies make up 15.05% of the current pool
balance.  There is currently no overcollateralization in the pool.  
Principal write-downs are being made on the M-11 class, which has
a current balance of $2,393,812.
     
S&P removed the rating on class M-10 from CreditWatch negative
because S&P lowered it to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support amounts that are in line with their
original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The underlying collateral
consists of conventional, fully amortizing, adjustable- and fixed-
rate mortgage loans secured by first liens on one- to four-family
residential properties.


                        Ratings Lowered

                    Argent Securities Inc.

                                        Rating
                                        ------
              Series      Class         To    From
              ------      -----         --    ----
              2004-PW1    M-7           BBB   BBB+
              2004-PW1    M-8           BB    BBB
              2004-PW1    M-9           BB-   BBB-

      Rating Lowered and Removed from Creditwatch Negative

                    Argent Securities Inc.

                                         Rating
                                         ------
              Series      Class         To    From
              ------      -----         --    ----
              2004-PW1    M-10          CCC   BB/Watch Neg

                       Ratings Affirmed

                    Argent Securities Inc.

                Series      Class          Rating
                ------      -----          ------
                2004-PW1    M-1            AA+
                2004-PW1    M-2            AA
                2004-PW1    M-3            AA-
                2004-PW1    M-4            A+
                2004-PW1    M-5            A
                2004-PW1    M-6            A-


AXIA INC: S&P Downgrades Corporate Credit Rating to B-
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Axia
Inc., including lowering the corporate credit rating to 'B-' from
'B'.  The ratings remain on CreditWatch, where they were placed
with negative implications on June 7, 2007, based on S&P's
expectation that the sharp decline in the company's end markets
would cause credit measures to weaken significantly, possibly
causing it to breach its bank covenant agreements.
     
Axia had total debt, adjusted for operating leases, of
$162 million at June 30, 2007.
     
"The downgrade and continued CreditWatch listing reflect our
assessment that weak end markets continue to materially hurt the
company's operating results, causing a deterioration of its credit
measures to a level inconsistent with the former rating," said
Standard & Poor's credit analyst Sean McWhorter.  "We also expect
the difficult operating conditions in the company's end markets,
concentrated in California and Florida, to continue for the next
several quarters."
     
As a result, the potential exists in the near term for the company
to violate its bank loan covenants, which were amended in June
2007.  These include covenants covering its minimum interest
coverage and maximum total leverage ratios.
     
In resolving the CreditWatch listing, S&P will meet with
management and evaluate its near-term operating expectations and
their impact on the company's near- and intermediate-term
liquidity.
     
Duluth, Georgia-based Axia manufactures, sells, and rents
automatic tape-finishing tools for drywall joints under the Ames
name.


BAPTIST HEALTH: Moody's Places Ba2 $193MM Debt's Rating on Watch
----------------------------------------------------------------
Moody's Investors Service placed on Watchlist for possible
downgrade Baptist Health System of East Tennessee Obligated
Group's Ba2 rating assigned to $193 million of outstanding debt
issued by the Health, Educational and Housing Facilities Board of
the County of Knox, Tennessee.

This action follows a review of the internal fiscal year 2007
financial statements which shows a continued decline in
utilization measures and a near doubling of the operating loss
over the prior year that resulted in near zero operating cash flow
generation.  Furthermore, liquidity declined dramatically in the
second half of FY 2007 to about $20 million and 28 days cash on
hand at June 30, 2007 from $37.5 million and 53 days cash on hand
at Jan. 31, 2007.  Moody's notes that BHSET has signed a letter of
intent to merge with St. Mary's Health System (part of Catholic
Healthcare Partners).  The parties are currently involved in due
diligence and, upon completion of due diligence and regulatory
approvals, expect to consummate the merger before Jan. 1, 2008.

Moody's anticipates meeting with management within the next 90
days to discuss the historical and budgeted operating performance
along with its strategic plans, and to review the rating at that
time.

Rated Debt (debt outstanding as of June 30, 2007):

   -- Series 1996 ($58.1 million outstanding), the bonds
      maturing in 2007 and 2008 are rated Aaa based upon Ambac
      insurance, the bonds maturing in 2011 and 2017 are
      insured by Connie Lee whose insurance policy on this
      transaction has not been rated

   -- Series 2002 ($135 million outstanding)


BEAR STEARNS: Credit Enhancement Cues S&P to Affirm Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B and C commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Trust 2004-TOP14.  
Concurrently, S&P affirmed its ratings on 16 classes from the same
transaction.
     
The raised ratings reflect increased credit enhancement levels
resulting from principal paydowns.  The affirmed ratings reflect
credit enhancement levels that provide adequate support through
various stress scenarios.
     
As of the Sept. 12, 2007, remittance report, the collateral pool
consisted of 103 loans with an aggregate trust balance of $766.9
million, down slightly from 107 loans with an $894.2 million
balance at issuance.  Excluding the defeased collateral ($52.9
million, 1%), the master servicer, Wells Fargo Bank N.A., reported
year-end 2006 financial information for just under 100% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average debt service coverage of 2.10x, down slightly
from 2.12x at issuance.  All of the loans in the pool are current,
and there are no loans with the special servicer.  The trust has
experienced no
losses to date.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $316.9 million (41%) and a weighted average
DSC of 2.35x, up slightly from 2.31x at issuance.  The third-
largest loan is on the watchlist and is discussed further below.  
Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.  
One property was characterized as "excellent," and the remaining
collateral was characterized as "good."
     
Credit characteristics for three of the top 10 loans and the 11th-
largest loan remain consistent with those of investment-grade
obligations.  Details of these loans are:

     -- The largest loan in the pool, One & Three Christina
        Centre, has a trust and whole-loan balance of
        $74.5 million (9.7%).  The loan is secured by two
        adjacent office towers totaling 632,797 sq. ft. in the
        central business district of Wilmington, Delaware.  
        Occupancy as of June 30, 2007, was 100%, with
        approximately 91% of the space leased to J.P. Morgan
        ('AA').  The year-end 2006 DSC was 3.03x. Standard &
        Poor's adjusted net cash flow is similar to its level
        at issuance.

     -- Greenville Place Apartments is the seventh-largest loan
        in the pool, with a trust and whole-loan balance of
        $19.45 million.  The loan is secured by a 519-unit
        multifamily property comprising 52 two-story apartment
        and townhouse-style buildings in Greenville, Delaware,
        approximately three miles northwest of Wilmington's
        CBD.  The property was built in phases between 1947
        and 1953 and renovated in 1998.  As of year-end 2006,
        occupancy was 94% and DSC was 2.07x.  Standard & Poor's
        adjusted NCF is 15% higher than its level at issuance.

     -- The ninth-largest loan in the pool, 12 E. 22nd Street,
        has a trust and whole-loan balance of $13.5 million
        (2%).  The loan is secured by a 12-story, 88-unit
        multifamily property in Manhattan.  The property was
        built in 1911 and renovated in 1988.  Year-end 2006
        occupancy was 100%, and DSC was 2.45x.   Standard &
        Poor's adjusted NCF was 10% higher than its level at
        issuance.

     -- Lincoln Tower Cooperative is the 11th-largest loan,
        with a trust and whole-loan balance of $12.5 million
        (2%).  The loan is secured by a 28-story multifamily
        property in Manhattan with 403 cooperative units.  The
        property was built in 1959 and renovated in 1987.  
        Year-end occupancy was 100%, and DSC was 1.09x.  The
        loan appears on the master servicer's watchlist due to
        a low DSC based on the financial statements provided by
        the borrower.  Standard & Poor's adjusted NCF, based on
        market rents, is similar to the level at issuance.
     
Wells Fargo reported a watchlist of four loans with an aggregate
outstanding balance of $58.2 million (8%), which includes the
aforementioned Lincoln Tower Cooperative loan.  The largest loan
on the watchlist and the third-largest loan in the pool, 840
Memorial Drive ($41 million, 5%), is on the watchlist due to low
occupancy.  Occupancy was 53% as of June 30, 2007, after the
largest tenant vacated the property when its lease expired in
April 2007.  The year-end 2006 DSC was 1.71x. Standard & Poor's
adjusted DSC is below 1.0x at the property's current occupancy
level of 53%.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.
    

                        Ratings Raised

          Bear Stearns Commercial Mortgage Securities
                       Trust 2004-TOP14
         Commercial mortgage pass-through certificates
                      series 2004-TOP14

                    Rating
                    ------
         Class     To       From    Credit enhancement
         -----     --       ----    ------------------
         B         AA+      AA            11.06%
         C         AA       AA-           10.06%

                        Ratings Affirmed
     
           Bear Stearns Commercial Mortgage Securities
                        Trust 2004-TOP14
          Commercial mortgage pass-through certificates
                        series 2004-TOP14

          Class     Rating         Credit enhancement
          -----     ------          ----------------
          A-2       AAA                  14.14%
          A-3       AAA                  14.14%
          A-4       AAA                  14.14%
          D         A                     7.73%
          E         A-                    6.56%
          F         BBB+                  5.25%
          G         BBB                   4.52%
          H         BBB-                  3.50%
          J         BB+                   2.92%
          K         BB                    2.33%
          L         BB-                   2.04%
          M         B+                    1.75%
          N         B                     1.46%
          O         B-                    1.17%
          X-1       AAA                    N/A
          X-2       AAA                    N/A

                     N/A — Not applicable.


BIOMERGE INDUSTRIES: Xillix Shares Delisted on TSX
--------------------------------------------------
The common shares of Xillix Technologies Corp. was delisted at the
close of business on Sept. 27, 2007.  The foregoing is a result of
the company not meeting the continued listing requirements of TSX
and the company's effected plan of compromise and arrangement,
which includes the lifting of the stay of proceedings imposed on
the company under the Companies' Creditors Arrangement Act and the
change of the company's name to "Biomerge Industries Ltd.".

TSX was advised that the company's common shares will commence
trading under the new name and stock symbol (BIL.H) on NEX at the
opening on Sept. 27, 2007.

                 About Biomerge Industries Ltd.

Based in Richmond, British Columbia, Biomerge Industries Ltd.
(NEX:BIL.H) fka Xillix Technologies Corp. (TSX:XLX) ---
http://www.xillix.com/ --  is a medical device company.  It was  
engaged in the research, development and commercialization of
medical imaging technologies, which aid in the detection and
localization of cancer.  Its fluorescence-based helps physicians
diagnose early stage lung and gastrointestinal tract cancers.  
Xillix LIFE (light induced fluorescence endoscopy) technology
incorporated specialized light sources and sensitive cameras that
helped physicians detect subtle changes in the tissue fluorescence
of early stage cancer and pre-cancerous lesions.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Xillix Technologies Corp. disclosed that, as a result of the
demand letter which it received from its secured lender, Hercules
Technology Growth Capital, Inc., on Oct. 13, 2006, the company
sought and obtained an order of the British Columbia Supreme Court
granting it protection from creditors under the Companies'
Creditors Arrangement Act.  Biomerge Industries has completed the
amended and restated consolidated plan of compromise and
arrangement of the company and its subsidiaries dated Sept. 7,
2007, and was approved by the Supreme Court of British Columbia on
Sept. 12, 2007.


BIOMERGE INDUSTRIES: B.C. Court Okays Amended Plan of Arrangement
-----------------------------------------------------------------
Biomerge Industries Ltd. fka Xillix Technologies Corp. has
completed the amended and restated consolidated plan of compromise
and arrangement of the company and its subsidiaries dated Sept. 7,
2007, as approved by the Supreme Court of British Columbia on
Sept. 12, 2007.  Pursuant to the Plan these have occurred:

   1. Nexia Biotechnologies Ltd., successor by amalgamation to
      Cavalon Capital Partners Ltd., has made a non-interest
      bearing loan of $4,400,000 to the company;

   2. all of the claims of the company's secured and unsecured
      creditors' have been settled and released for payments by
      the company totalling $3,600,000;

   3. the authorized share capital of the company has been
      increased by creating an unlimited number of non voting
      shares and an unlimited number of preferred shares;

   4. 94.5% of the Loan has been converted into 112,023,510
      common shares of the company and 435,647,055 non voting
      shares of the company, such that Nexia now holds 45% of
      the common shares of the company and 100% of the non-
      voting shares of the company, providing Nexia with the
      ownership of 80% of the total equity interests in the
      company;

   5. all outstanding options, warrants, exchange rights and
      conversion rights of the company and its subsidiaries
      have been cancelled;

   6. the company's name has changed to "Biomerge Industries
      Ltd.";

   7. PricewaterhouseCoopers Inc. has been discharged as the
      interim receiver of the company appointed by the British
      Columbia Supreme Court; and

   8. pursuant to the Plan and the Court Order approving the
      Plan, on Sept. 26, 2007, the stay of proceedings imposed
      on the company by order of the British Columbia Supreme
      Court under the Companies' Creditors Arrangement Act will
      be lifted and the company will no longer be subject to
      the CCAA.

In connection with the completion of the Plan, the company's
common shares will, effective on Sept. 26, 2007, be delisted from
the Toronto Stock Exchange and listed on the NEX, under the symbol
"BIL.H". Trading on the NEX will commence on that same date. The
company's non voting shares will not be listed.

                 About Biomerge Industries Ltd.

Based in Richmond, British Columbia, Biomerge Industries Ltd.
(NEX:BIL.H) fka Xillix Technologies Corp. (TSX:XLX) ---
http://www.xillix.com/ --  is a medical device company.  It was  
engaged in the research, development and commercialization of
medical imaging technologies, which aid in the detection and
localization of cancer.  Its fluorescence-based helps physicians
diagnose early stage lung and gastrointestinal tract cancers.  
Xillix LIFE (light induced fluorescence endoscopy) technology
incorporated specialized light sources and sensitive cameras that
helped physicians detect subtle changes in the tissue fluorescence
of early stage cancer and pre-cancerous lesions.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2006,
Xillix Technologies Corp. disclosed that, as a result of the
demand letter which it received from its secured lender, Hercules
Technology Growth Capital, Inc., on Oct. 13, 2006, the company
sought and obtained an order of the British Columbia Supreme Court
granting it protection from creditors under the Companies'
Creditors Arrangement Act.  Biomerge Industries has completed the
amended and restated consolidated plan of compromise and
arrangement of the company and its subsidiaries dated Sept. 7,
2007, and was approved by the Supreme Court of British Columbia on
Sept. 12, 2007.


BIRCH REAL: Fitch Cuts Rating on $11.04MM Notes to B from BB
------------------------------------------------------------
Fitch has affirmed five classes and downgrades one class of notes
issued by Birch Real Estate CDO I, Ltd.  These rating actions are
effective immediately:

  -- $24,803,328 class A-1L notes affirmed at 'AAA';
  -- $10,000,000 class A-1 notes affirmed at 'AAA';
  -- $26,000,000 class A-2L notes affirmed at 'AA';
  -- $5,000,000 class A-2 notes affirmed at 'AA';
  -- $10,000,000 class A-3L notes affirmed at 'A';
  -- $11,040,000 class B-1 notes downgraded to 'B' from 'BB'
     and assigned a Distressed Recovery rating of 'DR2'.

Birch CDO is a collateralized debt obligation which closed
Dec. 20, 2002.  At closing, the sales proceeds of notes and
preferred shares of approximately $202.5 million were used to
purchase a static investment portfolio consisting primarily of
approximately 81% of residential mortgage-backed securities, 12%
of commercial mortgage-backed securities, as well as approximately
7% of asset-backed securities.

The collateral was selected by Bear Stearns & Co. Inc.  The notes
have a legal final maturity of February 2038.

Par coverage at the class B-1 level has continued to erode due to
defaulted and distressed assets.  The current portfolio contains
approximately $13 million of defaulted assets with an additional
$7 million of distressed assets.  According to the September 2007
trustee report, the class B overcollateralization level has
dropped to 96.8% versus a trigger of 102.5%.  The additional OC
test continues to fail at 88.7% versus a trigger of 102.5%.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward, relative to the minimum cumulative
default rate hurdles for the rated liabilities.  As a result of
this analysis, Fitch has determined that the previous rating
assigned to the class B-1 notes no longer reflects the current
risk to noteholders.

The ratings on the classes A-1L, A-1, A-2L, A-2 and A-3L notes
address the timely payment of interest and ultimate payment of
principal as outlined in the governing documents.  The rating on
the class B-1 notes addresses the ultimate payment of interest and
principal as outlined in the governing documents.


BLUE RIDGE: S&P Removes Negative Watch and Withdraws Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'B-' ratings on
Blue Ridge Paper Products Inc. from CreditWatch, where they were
placed with negative implications on June 15, 2007, and withdrew
them.  The rating withdrawal follows the completion of Blue
Ridge's change-of-control offer for its $125 million senior
secured notes, of which $124.3 million in aggregate principal were
successfully tendered.  Blue Ridge was acquired by The Rank Group
PLC (BB-/Negative/B) in July 2007.


BODISEN BIOTECH: Earns $2.6 Million in Quarter Ended June 30
------------------------------------------------------------
Bodisen Biotech Inc. disclosed last week interim results for the
three and six month periods ended June 30, 2007.

Net income for the second quarter ended June 30, 2007, was
$2.6 million, compared to net income of $5.9 million for the same
period last year.  Net income for the first six months of 2007 was
$1.1 million, compared to net income of $8.6 million for the same
six month period ended June 30, 2006.

Revenues for the three months ended June 30, 2007, was
$3.2 million, compared to revenues of $16.4 million in the same
period last year.  Revenues for the six months ended June 30,
2007, of $8.2 million was down from revenues of $26.9 million
reported for the same period of 2006.  Results for 2007 were
negatively impacted by the company's delisting from the American
Stock Exchange and the severe Springtime weather in Shaanxi
province.

Cash position was $6.47 million as of June 30, 2007.

Chen Bo, chairman of Bodisen, commented:

"This has been a difficult year for the company with the impact of
the abnormally cold spring time in Shaanxi and the massive
flooding we experienced in August, together with the impact of the
AMEX de-listing.  However, the business continues to trade
profitably and we have a strong balance sheet.  The organic
fertilizer market in China is still in its infancy and there
remains an enormous market opportunity.  Accordingly, the company
has continued confidence in the future of the business."

At June 30, 2007, the company's consolidated balance sheet showed
$74.87 million in total assets, $1.7 million in total liabilities,
and $73.1 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?23ef

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 8, 2007,
Kabani & Company Inc., in Los Angeles, expressed substantial doubt
about Bodisen Biotech Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to certain lawsuits filed by investors
against the company and the company being subject to potential
claims from certain investors who have a right to receive the
company's shares.

                  Lawsuits filed by Shareholders

As disclosed by the company, various shareholders of the company,
in late 2006,  filed eight purported class actions in the U.S.
District Court for the Southern District of New York against the
company and certain of its officers and directors, asserting
claims under the federal securities laws.  The complaints contain
general and non-specific allegations about prior financial
disclosures and its internal controls and a prior, now-terminated
relationship with a financial advisor.

The court has consolidated each of the actions into a single
proceeding and has selected the lead plaintiff and counsel to
represent the plaintiff class.  The time for the company to
respond formally to these lawsuits has not come.  The complaints
do not specify an amount of damages that plaintiffs seek.

The company believes it has meritorious defenses to each of these
actions and intend to defend them vigorously,

                      About Bodisen Biotech

Headquartered in Shaanxi province, China, Bodisen Biotech Inc.
(Other OTC: BBCZ.PK) -- http://www.bodisen.com/ -- manufactures
liquid and organic compound fertilizers, pesticides, insecticides
and agricultural raw material certified by the Petroleum Chemical
Industry Administrative office of China, Shaanxi provincial
government and Chinese government.  The company was incorporated
in the State of Delaware.


BOWNE & CO: Earns $15.7 million in Second Quarter Ended June 30
---------------------------------------------------------------
Bowne & Co. Inc. reported net income of $15.7 million in the
second quarter ended June 30, 2007, compared with net income of
$6.2 million for the same period ended June 30, 2006.  Income from
continuing operations increased to $15.8 million from
$10.2 million reported in the 2006 period.

Revenue was $261.9 million in the second quarter of 2007, compared
to $260.3 million in 2006.  Gross margin improved to 38.2% from
36.0% in the second quarter of 2006.  

Net income was $26.4 million for the six months ended June 30,
2007, compared to $7.8 million reported in the 2006 period.  
Income from continuing operations increased to $25.9 million from
$11.6 million in 2006.  

For the six months ended June 30, 2007, revenue was
$473.5 million, up 2% from $466.0 million reported in the first
six months of 2006.  Gross margin improved to 38.5% from 35.2% in
the first half of 2006.  

David J. Shea, Bowne chairman, president and chief executive
officer, stated, "We are pleased with our strong second quarter
and year-to-date performance.  These results reflect our ongoing
commitment to execute on our strategic initiatives and enhance
operating efficiencies.  The improvement in margins and increased
profitability are especially noteworthy, as well as the
significant growth in non-transactional revenue.  Year-to-date
total revenue from continuing operations is the highest since
2000.  We are optimistic about the remainder of 2007 and
anticipate we will be in the upper end of the EPS guidance
previously provided."

John J. Walker, senior vice president and chief financial officer,
added, "Our commitment to improving operating efficiencies and
reducing our overall cost structure is evidenced by the recent
consolidation of our leased space at 55 Water Street in New York
City.  This action will save the company approximately $50 million
over the remaining 19-year lease term."

Restructuring, integration and asset impairment charges totaled
$7.9 and $10.0 million for the 2007 second quarter and year-to-
date respectively, compared to $6.1 and $10.2 million in the
comparable 2006 periods.  Year-to-date 2007 charges include
facility exit costs and asset impairment charges of approximately
$5.7 million related to the consolidation of the company's leased
space at 55 Water Street in New York City and severance,
integration and facility costs related to the integration of the
St Ives Financial business.

At June 30, 2007, the company's consolidated balance sheet showed
$537.5 million in total assets, $275.5 million in total
liabilities, and $262.0 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?23f1

                            Cash Flow

For the six months ended June 30, 2007, cash and marketable
securities declined $37.5 million from year-end 2006, reflecting
the funding of $18.7 million in stock repurchases, $12.6 million
for acquisitions, $10.9 million in capital expenditures, including
$2.9 million related to the consolidation of the 55 Water Street
facility, and the normally high seasonal working capital usage in
the period.

The company has no borrowings outstanding under its $150 million
five-year senior, unsecured revolving credit facility.

                     Share Repurchase Program

In the 2007 second quarter, the company spent $5.7 million
repurchasing 333,980 shares of its common stock at an average
price per share of $17.20.  During the six months ended June 30,
2007, the company repurchased 1.2 million shares of its common
stock for $18.7 million at an average price of $16.01.  From
December 2004, the inception of the company's share repurchase
program, through June 30, 2007, Bowne has spent approximately
$164.0 million to repurchase 11.0 million shares at an average
price per share of $14.89.  As of Aug. 8, 2007, $29 million of its
share repurchase authorization remained.

                      About Bowne & Co. Inc.

Headquartered in New York City, Bowne & Co. Inc. (NYSE: BNE)
-- http://www.bowne.com/ -- provides financial, marketing and  
business communications services around the world.  Bowne has  
3,200 employees in 60 offices around the globe.
              
                          *     *     *

Bowne & Co. Inc. still carries Moody's 'Ba3' corporate family
rating which was affirmed last January 2007.  The outlook remains
positive.


CALA CORP: Posts $135,795 Net Loss in Second Quarter Ended June 30
------------------------------------------------------------------
Cala Corp. reported a net loss of $135,795 for the second quarter
ended June 30, 2007, compared with a net loss of $211,947 for the
same period last year.

The company reported no revenues for the three months ended
June 30, 2007, and 2006.  The company receives rental income from
the building it owns but this revenue is classified as other
income in the company's books.

At June 30, 2007, the company's consolidated balance sheet showed
$1.2 million in total assets, $728,969 in total liabilities, and
$511,743 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, further
showed strained liquidity with $0 in total current assets
available to pay $153,504 in total current liabilities.

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?23f0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 6, 2007,
Henderson, Nev.-based De Joya Griffith & Company LLC expressed
substantial doubt about Cala Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses, negative cash flow from
operations and net working capital deficit.

                      About Cala Corporation

Headquartered in Titusville, Fla. Cala Corp. (Other OTC: CCAA) --
http://www.undersearesort.com/ -- is in the development stage of  
building an undersea resort and casino.  The company, formerly
known as Magnolia Foods Inc., was incorporated in 1985.


CARIBBEAN RESTAURANTS: S&P Revises Outlook to Neg. from Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
San Juan, Puerto Rico-based Caribbean Restaurants LLC to negative
from stable.   
      
"The outlook revision reflects the continued weakness in the
Puerto Rican economy," said Standard & Poor's credit analyst
Charles Pinson-Rose, "causing lower sales and decreased operating
efficiency."  He added that the negative outlook indicates that
S&P would lower the rating if poor economic conditions in Puerto
Rico further strain CRI's sales and operating performance.


CATHOLIC CHURCH: San Diego Posts Lists of Accused Priests
---------------------------------------------------------
The Roman Catholic Bishop of San Diego posted in its Web site two
lists of priests, who have credible allegations of sexual abuse.  
The first list contains names of priests from the Diocese of San
Diego or San Bernardino.  The second list contains names of
priests from other dioceses or religious orders.

Copies of the Lists are available for free at:

         -- http://ResearchArchives.com/t/s?23fa
         -- http://ResearchArchives.com/t/s?23fb

The Diocese encourages anyone who has been abused or who knew
someone abused by the listed priests, or by any other person, who
have been working in the Diocese, to contact the Diocese through:

       Rev. Msgr. Steven Callahan
       P.O. Box 85728
       San Diego, CA 92186-5728
       Phone: (858) 490-8310

The Diocese also discloses that it has received allegations of
sexual abuse, which have questionable probability or appear to be
false, hence, the names of the accused individuals are not
included in the Lists.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000  
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.  On
March 27, 2007, the Debtor filed its plan and disclosure
statement.  San Diego's exclusive period to file a chapter 11 plan
expires on Oct. 15, 2007.  (Catholic Church Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: San Diego Inks Pact Suspending MOR Submission
--------------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California approves the stipulation, and
rules that any obligation of the Parishes to file reports with the
Court for the period after July 2007, is suspended pending the
Court's ruling on the Diocese of San Diego's request to dismiss
its Chapter 11 case.

The Organization of Parishes of the Roman Catholic Diocese of San
Diego, The Roman Catholic Bishop of San Diego, and the Official
Committee of Unsecured Creditors agree to suspend the requirement
that the parishes in the geographic area of the Diocese of San
Diego file monthly financial reports as required by Steven J.
Katzman, the United States Trustee for Region 15, or by the
Bankruptcy Court.

The Parishes had asserted that the preparation and filing of the
Reports requires significant effort and expense.  Consequently,
the Diocese and the Creditors Committee agreed that any obligation
of the Parishes to file Reports may be suspended pending the
Court's ruling on the bankruptcy case's dismissal.

Accordingly, the Parties agree that the Reports for the months up
to and including July 2007 will be filed by October 2, 2007.  They
also agree that if the Court does not dismiss the Case, then the
Reports not filed as a result of the Stipulation would be filed by
the first filing date following the Court's denial of the
Dismissal.

Except as agreed, the Parties reserve all their rights and
defenses.

Moreover, Mr. Katzman informs the Court that he has reviewed, and
does not oppose, the Stipulation.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000  
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.  On
March 27, 2007, the Debtor filed its plan and disclosure
statement.  San Diego's exclusive period to file a chapter 11 plan
expires on Oct. 15, 2007.  (Catholic Church Bankruptcy News, Issue
No. 103 and 104; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Posts Names of Accused Priests
-------------------------------------------------------
Pursuant to its confirmed Second Amended Plan of Reorganization,
the Diocese of Spokane posted on its Web site lists of known
Diocesan clergy; religious clergy not incardinated in the Diocese,
who nevertheless were functioning as clergy in and for the
Diocese; and "order clergy or religious", who are admitted, proven
or credibly accused perpetrators of sexual abuse.

The Diocese noted that the names of deceased perpetrators will be
posted in accordance with the Spokane Diocesan Review Board
Policy, which provides for publication of the name of a deceased
priest with credible allegation of sexual abuse, only if it is
requested by the abused person that the name be publicized.  The
Diocese further noted the lists will be modified and incorporated
as discussed under the Diocese Action of Article 26.1.

The perpetrators are:

  * Reinard Beaver;
  * Garry Boulden;
  * Theodore Bradley;
  * Berard Connelly, Franciscan brother;
  * Gerald Dezurick (deceased), Benedictine priest;
  * Joseph Knecht (deceased);
  * Louis Ladenburger, Franciscan priest;
  * Augustine Ludwig, Marianist brother;
  * Arthur Mertens;
  * Patrick O'Donnell;
  * James O'Malley (deceased);
  * Bernard "Benno" Oosterman;
  * Joseph Pineau (deceased); and
  * Joseph Sondergeld (deceased)

The priests, who are removed from the ministry, are:

  * Reinard Beaver;
  * Garry Boulden;
  * Theodore Bradley;
  * Arthur Mertens;
  * Patrick O'Donnell;
  * James O'Malley (deceased); and
  * Bernard "Benno" Oosterman

A full-text copy of the lists may be accessed for free at:

               http://ResearchArchives.com/t/s?23f9

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.  (Catholic Church
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


CATHOLIC CHURCH: Spokane Parishes Raised Up To Half of $10MM Share
------------------------------------------------------------------
The Association of Parishes in the Diocese of Spokane's Chapter 11
case have raised between $6,000,000 to $7,000,000 to meet their
$10,000,000 share of the Diocese's $48,000,000 settlement with sex
abuse claimants, KXLY.com reports.

The Parishes have until the end of the year to raise more funds,
the report says.  Money that the Parishes won't be able to raise
will have to be paid for with a loan -- secured with Parish
property and to be paid off in five years.

Under the Diocese's settlement, the Diocese must pay out
$37,000,000 on October 1, 2007, with $10,000,000 coming from the
Parishes and $20,000,000 from insurance carriers.  The rest will
come from the sale of Church properties, including the bishop's
house.

"The plan right now is for the Diocese to wire a $5 Million
payment to the bankruptcy trustee on Monday," according to Erik
Loney of KXLY.com.  

Mr. Loney says about half of the Diocese's 82 parishes have met
their fundraising goals.  Some Parishes have sold property or have
taken money from building projects.  "Organizers of the parish
campaign told me this has not been easy," he said.

"People have taken money out of savings.  Some of the elderly have
even made payments out of social security or retirement checks.  
People are doing their best to come up with the money as soon as
possible again so we can avoid paying interest on it if we can,"
Bob Bailey, of the Association of Parishes told KXLY.com.

Aside from the Parishes, Catholic entities like Catholic
cemeteries raised $6,000,000, while Bishop William Skylstad will
raise $6,000,000 on his own.

KXLY.com further reports that Bishop Skylstad has not raised all
funds for the bankruptcy settlement, so the Diocese had to take a
$3,400,000 loan.  Bishop Skylstad said he will continue
fundraising campaigns to pay off this debt.

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.  (Catholic Church
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Spokane Wires $11.7MM Initial Payment to Trust
---------------------------------------------------------------
The Diocese of Spokane and its parishes wired into the Diocese's
bankruptcy trust on October 1, 2007, an initial payment of
$11,700,000 for victims of clergy sexual abuse, Nicholas K.
Geranios of The Associated Press reports.

Of the $48,000,000 settlement amount, the Trust has so far
received $44,000,000, the AP says.  Settling claimants are
expected to to receive payments next month.

According to Mr. Geranios, the remaining Settlement Amount is due
October 2009.

"Compensation to victims of sexual abuse is just one small step
toward healing for the victims," Bishop William Skylstad said in
a statement.  "I hope and pray that the entire community of
Eastern Washington can continue to heal and reconcile."

                    About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's 2nd Amended Joint Plan.  That
plan became effective on May 31, 2007.  (Catholic Church
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CHARTER COMMS: Moody's Holds Caa1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Charter Communications Inc.'s
Caa1 corporate family rating, lowered the probability of default
rating to Caa2 and assigned a Ca rating to the company's new
$479 million issuance of 6.5% senior convertible notes due 2027.  

Moody's also revised its ratings for the company's existing
instruments to reflect the completion of the pending transaction
as well as a more refined view of the underlying default and loss
severity components embedded in the CFR, as highlighted below.  
Concurrently, affirmed its stable outlook.

The notes are being issued pursuant to an exchange offer for
Charter's existing $413 million of 5.875% senior convertible notes
due 2009, 88% of which are to be tendered as part of the exchange.  
The new senior convertible note issue is neutral to the company's
consolidated debt profile, although it pushes the bulk of the
company's earliest significant debt maturity beyond 2009 and hence
marginally improves its short-to-medium term liquidity profile.

Downgrades:

Issuer: Charter Communications Holdings, LLC

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
      from Caa3

Issuer: Charter Communications Inc.

   -- Probability of Default Rating, Downgraded to Caa2 from
      Caa1

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded
      to Ca from Caa3

Upgrades:

Issuer: CCH I Holdings LLC

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to 76 -
      LGD5 from 91 - LGD6

Issuer: CCH I, LLC

   -- Senior Secured Regular Bond/Debenture, Upgraded to 58 -
      LGD4 from 79 - LGD5

Issuer: CCH II, LLC

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to 40 -
      LGD3 from 63 - LGD4

Issuer: CCO Holdings, LLC

   -- Senior Secured Bank Credit Facility, Upgraded to 30 -
      LGD3 from 53 - LGD4

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to 30 -
      LGD3 from 53 - LGD4

Issuer: Charter Communications Holdings, LLC

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to 84 -
      LGD5 from 95 - LGD6

Issuer: Charter Communications Inc.

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
      87 - LGD5 from 96 - LGD6

Issuer: Charter Communications Operating, LLC

   -- Senior Secured Bank Credit Facility, Upgraded to 06 -
      LGD1 from 15 - LGD2

   -- Senior Secured Regular Bond/Debenture, Upgraded to a
      range of 22 - LGD2 to B2 from a range of 42 - LGD3 to B3

Assignments:

Issuer: Charter Communications Inc.

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned a
      range of 87 - LGD5 to Ca

   -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned Ca

As it has for many years now, Charter's Caa1 corporate family
rating continues to reflect very high (and likely unsustainable)
financial risk, including Debt/EBITDA leverage of close to 10
times, interest coverage in the low 1 time range, and fixed charge
coverage of about 0.5 times.  In addition, the rating also
reflects Moody's belief that Charter will likely continue to burn
cash over the next few years, due to its high interest burden,
capital expenditures related to its roll-out of telephony and
other success-based investments that are necessary to drive top-
line growth.

While the company's operational performance has improved modestly
in the most recent quarter, Charter still lags certain of its
peers in respect to penetration of advanced services, such as
telephony.  The company also continues to lose basic subscribers.  
Charter's ratings benefit from its substantial available bank
capacity, which Moody's estimates will remain close to $1 billion
throughout 2007.  Furthermore, the ratings incorporate Moody's
belief in the company's meaningful asset value, including a
sizeable (albeit shrinking) subscriber base of about 5.4 million
and its ability to sell assets to raise capital, should the need
arise.

The revised instrument ratings reflect several factors, including
a modest shift in the company's capital mix, the refinancing of
the junior-most debt securities with longer-dated but equivalent
ranking securities, and Moody's shift to a higher default and
lower loss severity bias, which results in a widening of the
notching between the company's most senior and most junior
instruments to incorporate the divergence of the expected credit
losses likely to be realized.  In particular, with the passage of
time, and insufficient improvement to operating performance,
senior secured creditors will be expected to realize higher
recoveries in default while recovery prospects for junior-ranking
creditors -- notably those at the ultimate parent company, where
the new converts are being issued -- continue to diminish.

Moreover, the impact of the increasingly competitive operating
environment suggests recovery for junior creditors will become
more vulnerable over time.  Extending the near-term maturities of
the junior capital should enhance the recovery prospects for the
senior lenders, however, by allowing the company more time to
implement its capital improvement program and thereby foster a
greater ability to retain and/or grow its customer base. Default
risk remains notably high, given Moody's view of the company's
unsustainable capital structure that remains significantly
burdened with excessive debt and related debt service costs.

Charter Communications is one of the largest domestic cable
operators serving about 5.4 million subscribers.  Charter's annual
revenue is about $5.4 billion.  The company maintains its
headquarters in St. Louis, Missouri.


CHRYSLER LLC: September 2007 U.S. Sales Down 5%
-----------------------------------------------
Chrysler LLC reported U.S. sales for September 2007 of 159,799
units; down 5% compared to September 2006 with 168,888 units sold.  
All sales figures are reported as unadjusted.

“With the overall industry down versus September 2006, Chrysler
retail sales remain strong,” Darryl Jackson, Vice President – U.S.
Sales, said.  “Our fleet sales continue to trend down more than 20
percent driving the overall sales decrease for the month.  This is
directly in line with our plan to reduce daily rental fleet during
the second half of the year.”

Chrysler brand car sales were led by Sebring Sedan which posted
sales of 4,418 units and Sebring Convertible which finished the
month with sales of 1,639 units.  Chrysler Aspen sales rose 8
percent versus August 2007 with 3,875 units.

Jeep(R) brand sales were down 11% year-over-year with retail sales
up and fleet down driven by planned fleet reductions, while
Wrangler posted gains.  Jeep Wrangler and Wrangler Unlimited
posted sales of 8,605 units, up 71% versus September 2006.

Dodge brand sales increased 5% over last year led by Dodge Ram
which posted a gain of 20%.  The all-new Dodge Nitro was up 2%
over August 2007.

“Our sell down on 2007 models is going very well and in October we
will continue to offer aggressive lease and retail payments for
our customers,” Michael Keegan, Vice President – Volume Planning
and Sales Operations said.  “We will extend the 0% APR offering
for 60 months on more 2007 models through the end of the month.”

Chrysler finished the month with 450,733 units of inventory, or a
71-day supply.  Inventory is down by 15% compared to September
2006 when it was at 533,220 units.

                       About Chrysler LLC

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

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

                          *    *    *

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

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


CLASSIC COUNTRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Classic Country Living, Inc.
        109 Savanah Jon Boulevard
        Boerne, TX 78006

Bankruptcy Case No.: 07-52624

Type of business: The Debtor provides assisted living services.

Chapter 11 Petition Date: October 2, 2007

Court: Western District of Texas (San Antonio)

Debtor's Counsel: Joris Robert Vanhemelrijck, Esq.
                  1100 Northwest Loop 410, Suite 700
                  San Antonio, TX 78213
                  Tel: (210) 804-1529
                  Fax: (866) 830-3521

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

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


COTT CORP: S&P Revises CreditWatch to Negative from Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Toronto-based beverage provider Cott Corp. to
negative from developing.
     
The ratings were placed on CreditWatch developing on April 16,
2007, following Cott's decision to explore its possible
participation in industry consolidation.  The change in the
CreditWatch placement results from Cott having made no significant
progress in this regard, even though management
continues to consider this option.
     
"The CreditWatch negative placement follows Cott's announcement
that it expects substantially lower operating income in 2007
compared with 2006," said Standard & Poor's credit analyst Lori
Harris.  "The effects of volume declines in key carbonated soft
drink markets and of higher raw material costs have precipitated
this revision to operating income," Ms Harris added.  Furthermore,
the company remains stressed as reflected by the weaker-than-
expected financial performance in the second quarter ended June
30, 2007.  Despite largely flat revenues for the quarter, reported
operating income dropped 35% during this time compared with
second-quarter 2006.  Moreover, gross margin declined to 12% for
the second quarter, from 14.4% for the same period in 2006,
because of higher ingredient, packaging, and plant-related costs.
     
Standard & Poor's is concerned about the drop in 2007 operating
income and the uncertainty related to the magnitude of the
decline.  S&P will meet with Cott's senior management to discuss
the company's expected performance for 2007 as well as its ongoing
business and financial strategies.


COUNTRYWIDE FINANCIAL: State Pension Wants to Recover Losses
------------------------------------------------------------
Massachusetts' Pension Reserves Investment Management Board will
file a lawsuit against Countrywide Financial Corporation to
recover as much as $20 million it lost due to the company's
downfall, Jay Fitzgerald of Boston Herald reports.

Michael Travaglini, executive director of the state pension
system, told Boston Herald that the state will file a suit by a
court-ordered deadline of Oct. 15, and will seek to become the
lead defendant in any class-action case.

Countrywide's consolidated net earnings for the second quarter of
2007 decreased by 33%, to $485,068,000, from net earnings of
$722,190,000 for the second quarter of 2006.

Countrywide's total revenues for the current quarter also
decreased to $2,548,397,000, from total revenues if $3,000,216,000
for the same period in 2006.

According to the company, the results reflect the effect of
increased credit-related costs in the current quarter, which
increase was caused by higher delinquencies and defaults resulting
from softer housing markets.

Countrywide said it will be reporting its 2007 third quarter
earnings on Oct. 26, 2007.
  
            About Countrywide Financial Corporation
    
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.  "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.

In September 2007, Countrywide completed more than 17,000 loan
modifications and is on target to complete nearly 25,000 in
2007, in its ongoing effort to curb foreclosures.


CYGNUS BUSINESS: S&P Affirms All Ratings and Removes Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'CCC+' corporate credit rating, on Cygnus Business Media Inc.
and its parent company, CommerceConnect Media Holdings Inc., and
removed all ratings from CreditWatch, where they had been placed
on April 18, 2007 with positive implications.  The outlook is
developing.  S&P analyze Cygnus Business Media, a business-to-
business publisher and event organizer, on a consolidated basis
with its parent.
      
"The developing outlook reflects our uncertainty regarding the
company's liquidity amid tightening covenants and refinancing risk
within the next two years," explained Standard & Poor's credit
analyst Tulip Lim.
     
At June 30, 2007, the company had $191.1 million in debt on a
consolidated basis.
     
The ratings on Cygnus reflect the company's limited liquidity,
high tolerance for risk, high debt leverage, small EBITDA base,
and difficult business fundamentals.  These factors are minimally
offset by Cygnus's cash flow diversity, and the niche competitive
positions of its complementary trade publications, expositions,
and related operations serving eight industry
sectors.


DANA CORP: Appaloosa Re-Affirms Investment Offer; Sends Final Deal
------------------------------------------------------------------
Appaloosa Management, L.P., on Sept. 21, 2007, re-affirmed its
investment offer, to replace the investment offer of Centerbridge
Capital Partners, L.P., and delivered to Dana Corp. and its
debtor-affiliates the Official Committee of Unsecured Creditors a
final investment proposal letter.  

James Bolin, a partner at Appaloosa, stated, in the September 21
Letter, that Appaloosa's Investment Offer is substantially similar
to Centerbridge's Proposal, with certain material improvements and
modifications,.

The improvements and modifications are:

  (a) Appaloosa proposes to eliminate and waive the break-up fee
      described in the Centerbridge Proposal.

  (b) Appaloosa will enhance the conversion price from 0.83
      times Distributable Market Equity Value Per Share to 0.90
      times Distributable Market Equity Value Per Share.

  (c) In lieu of the limited Rule 144A offering contemplated by
      the Centerbridge Proposal, the right to purchase the
      Series B Preferred at par will be offered to all holders
      of allowed unsecured claims on a pro rata basis.  Any
      shares of Series B Preferred not purchased in the Series B
      Rights Offering will be purchased at par by Appaloosa and
      certain other entities, who will receive a guaranteed
      minimum of 40% of the Series B Preferred and a commitment
      fee of $10,000,000 as consideration for their agreement to
      perform the foregoing Standby Purchaser obligations.

  (d) Appaloosa proposes to eliminate the ceiling/floor "collar"
      mechanism contained in the Centerbridge Proposal.

  (e) Most of Appaloosa's approval rights will be subject to
      being over-ridden by a 2/3 vote of common shareholders
      with the exception of certain specified protective
      approval rights, which are not subject to over-ride.  The
      approval rights not subject to over-ride relate to:
   
         -- issuance of securities that are senior to or on
            parity with the Series A Preferred;

         -- amendments to the Company's by-laws that materially
            change the rights of members of the Investor Group
            or Qualified Purchaser Transferees or the Company's
            shareholders generally, or to the Charter or
            Articles if the amendment would adversely impact
            Appaloosa's rights or investment; and

         -- other than the annual 4.0% dividends on the Series B
            Preferred, declaration and payment of dividends on
            stock that ranks junior to or on parity with the
            Series A Preferred.

  (f) Appaloosa will select three members of the Board of
      Directors, and the Creditors Committee will select the
      other three.  One director will be the chief executive
      officer, one director will be the new Executive Chairman,
      one director will be selected by the Standby Purchasers
      other than Appaloosa.  The initial Executive Chairman of
      the Board will be selected by a selection committee
      comprised of one Appaloosa representative and one
      representative of the Standby Purchasers.  The Executive
      Chairman will be approved by a majority vote of the
      Selection Committee.  Any successor Executive Chairman
      will be selected by the Nominating and Governance
      Committee of the Board, subject to the approval of
      Appaloosa.

  (g) All of Appaloosa's approval rights will continue until the
      earlier of (i) the date on which Appaloosa ceases to own
      Series A Preferred Shares having an aggregate liquidation
      preference of at least $125,000,000, and (ii) the third
      anniversary of Appaloosa's investment.

  (h) Appaloosa proposes to include an additional closing
      condition to the effect that there will not have occurred
      any material strike or labor stoppage or slowdown at Dana
      Corp., General Motors, Chrysler, Ford Motor Company or
      any of their respective subsidiaries.

A full-text copy of Appaloosa's September 21 Letter is available
for free at http://ResearchArchives.com/t/s?23e0

Aside from the Investment Letter, Appaloosa also delivered to the
Debtors and the Creditors Committee drafts of:

  (1) an Amended Joint Plan of Reorganization, a copy of which is
      available for free at http://ResearchArchives.com/t/s?23e1

  (2) a Plan Support Agreement, a copy of which is available for
      free at http://ResearchArchives.com/t/s?23e2


  (3) an Investment Agreement, a copy of which is available for
      free at http://ResearchArchives.com/t/s?23e3

  (4) a Shareholders Agreement, a copy of which is available for
      free at http://ResearchArchives.com/t/s?23e4


  (5) Articles of Designation with Respect to Preferred Stock, a
      copy of which is available for free at:

                   http://ResearchArchives.com/t/s?23e5

  (6) a Series A Registration Rights Agreement, a copy of which is
      available for free at http://ResearchArchives.com/t/s?23e6

  (7) a Series B Registration Rights Agreement, a copy of which is
      available for free at http://ResearchArchives.com/t/s?23e6

  (8) a Market Maker Agreement, a copy of which is available for
      free at http://ResearchArchives.com/t/s?23e7

                          About Dana Corp.

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.  (Dana Corporation Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or      
215/945-7000).


DANA CORP: Wants to Enter Into Mexican Unit Restructuring Process
-----------------------------------------------------------------
In July 2006, Spicer S.A., de C.V., a Mexican joint venture
between Dana Corp. and DESC S.A. de C.V., was dissolved, and the
Debtors acquired 100% ownership of certain of the subsidiaries of
Spicer Mexico.

Since that acquisition, the Debtors determined, after consultation
with their U.S. and Mexican advisors, to take several steps to
optimize the tax and operational efficiencies of their operations
in Mexico, which will involve converting certain of their
operations into maquiladoras:

  (a) Dana Heavy Axle Mexico S.A. de C.V. operations in
      Monterrey, Mexico will be contributed into a non-debtor
      subsidiary known as Dana Ejes S.A. de C.V., which will
      subsequently be converted into a maquiladora;

  (b) A maquiladora will be created out of the current
      operations of Spicer Group members Ejes Tractivos S.A. de
      C.V., Autometales S.A. de C.V., and Dana de Mexico
      Corporacion S. de R.L. de C.V.;

  (c) Nondebtor Tecnologia de Mocion Controlada S.A. de C.V.
      will expand its existing maquiladora operations to include
      a new maquiladora to support the sealing business;

  (d) Dana will acquire additional equipment to expand the
      operations at DHAM's Toluca facility; and

  (e) Dana's ownership of certain Mexican Dana Companies will be
      transferred to Debtor Spicer Heavy Axle Holdings, Inc.,
      which will be renamed Dana Global Products, Inc.

A maquiladora, according to Corinne Ball, Esq., at Jones Day, in
New York, explains, is a Mexican corporation that operates under a
program developed by the Mexican Secretariat of Commerce and
Industrial Development that permits the Mexican corporation to:

  -- temporarily receive component parts and raw materials from
     a foreign company without being charged any import duties;

  -- convert the component parts and raw materials into finished
     goods;

  -- ship the finished goods to, or on behalf of, the foreign
     company; and

  -- charge the foreign company for the value added in Mexico
     plus a relatively modest government mandated mark-up.

After these transactions, the inventory, finished goods and
equipment for the Sealing Maquila will be owned by Debtor Dana
Global Products, Inc., which will also conduct all the future
purchasing of goods for the Sealing Maquila.

In addition, as part of the Debtors' strategy to expand low cost
manufacturing operations, the Toluca Facility requires additional
equipment to be able to expand production.  Dana Heavy Axle Mexico
does not currently have the cash to purchase additional equipment
for the Toluca Facility.  Instead, the Debtors will transfer
approximately $2,500,000 in equipment from their Glasgow,
Kentucky, plant to the Toluca Facility, and the Debtors will
purchase approximately $11,000,000 of equipment from third party
vendors for use at the Toluca Facility.

Both the transferred and purchased equipment will be placed in the
name of Dana Holdings Mexico as an investment.

Dana Heavy Axle Mexico will purchase the equipment from Dana
Holdings Mexico by issuing a $13,500,000 note in return for the
equipment.  Because the Debtors will indirectly own Dana Holdings
Mexico through DGPI, they will benefit from the note held by Dana
Holding Mexico and will thus be receiving equivalent value on
their investment in Dana Holdings Mexico.

Ms. Ball tells the Court that in connection with the Debtors'
emergence from bankruptcy, they are planning to rationalize the
holding structure of their international affiliates.  For Mexican
tax reasons, each of the maquiladoras to be formed must be owned
by a stable U.S. entity that can conduct the purchasing of goods
required to operate the maquiladoras on a going forward basis --
that entity will be DGPI.

The Debtors will transfer their 100% ownership interest in Dana
Holdings Mexico and DHAM and almost 100% ownership interest in
Tecnologia de Mocion Controlada to DGPI in return for additional
stock to be issued by DGPI.

Because the Debtors own 100% of the stock of DGPI, they will
receive reasonably equivalent value for the transfer through the
increase in value of DGPI by the value of the shares of Dana
Holdings Mexico, DHAM and TMC, that are to be transferred to DGPI.

The Debtors' Disclosure Statement explaining their Plan of
Reorganization provides that a critical part of their
restructuring plan has been to optimize their manufacturing
footprint so as to minimize costs, Ms. Ball notes.  A critical
focus of these efforts is the movement to low cost manufacturing
operations, a significant block of which are in Mexico.  The
various transactions involved in the Mexican Affiliate
Restructuring will allow the Debtors to increase their production
of low-cost goods in Mexico and provide a tax-efficient structure
for the production of those goods.

The Debtors project that the Mexican Affiliate Restructuring will:

  -- generate approximately $4,700,000 in annual tax savings
     over the current structure;

  -- provide more than $12,000,000 in additional U.S. income
     annually; and

  -- facilitate labor savings for the Debtors as part of their
     manufacturing footprint optimization.

Accordingly, the Debtors seek the U.S. Court Bankruptcy Court for
the Southern District of New York's authority to enter into the
Mexican Affiliate Restructuring process.

The Debtors also seek a waiver of any stay of the effectiveness of
the order approving the Restructuring Motion.

While the go-live date for the Mexican maquiladoras is Nov. 1,
2007, the purchases of the assets and other activities described
in the step transactions must occur before that date, and certain
of those purchases can only occur after the transfer of shares in
DHAM, Dana Holdings Mexico and TMC are made to Debtor DGPI, Ms.
Ball says.  If the various asset sales and share transfers cannot
commence until the anticipated expiration of the automatic stay on
October 29, 2007, the go-live date on the maquiladoras will have
to be delayed by an additional month because it will be difficult
to make the necessary accounting changes in the middle of a month.

Delaying the project will cost the Debtors approximately $375,000
in lost tax savings and decrease income in the U.S. by
approximately $1,000,000, Ms. Ball adds.

                          About Dana Corp.

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  The Court has set a hearing on Oct. 23, 2007, to consider
the adequacy of the Disclosure Statement explaining the Debtors'
Plan.  (Dana Corporation Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or      
215/945-7000).


DAVID SNYDER: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David L. Snyder
        4216 North Charles Street
        Baltimore, MD 21218

Bankruptcy Case No.: 07-19635

Type of business: The Debtor practices law.

Chapter 11 Petition Date: October 2, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Gary R. Greenblatt, Esq.
                  Mehlman, Greenblatt & Hare, L.L.C.
                  723 South Charles Street, Suite LL3
                  Baltimore, MD 21230
                  Tel: (410) 547-0300
                  Fax: (410)547-7474

Total Assets: $507,902

Total Debts:  $1,027,854

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Peter and Lisa Ireland         real estate; value         $96,500
11933 Thurloe Drive            of security:
Lutherville Timonium, MD       $405,000; value of
21093-7444                     senior lien:
                               $326,985


Internal Revenue Service       Income taxes               $66,629
Centralized Insolvency Office
P.O. Box 21126
Philadelphia, PA 19114

Hoch Family Partnership                                   $61,405
c/o Jane Snyder Hoch
Kibbutz Saad

Jon Ber, Inc.                                             $50,000

Bally's Park Place, Inc.       real estate; value         $49,917
                               of security:
                               $405,000; value of
                               senior lien:
                               $423,485

Rio Suite Hotel and Casino                                $49,525

Boardwalk Regency Corp.        real estate; value         $45,694
                               of security:
                               $405,000; value of
                               senior lien:
                               $473,404

Atlantic City Hilton Casino                               $44,000
Resort

The Venetian                                              $36,325

Bank of America                                           $46,671

Paris Las Vegas                                           $35,225

Jon Ber, Inc.                                             $25,000

Bank of America NA                                        $28,137

Abraham Helfand                                           $20,000

Chase                                                     $13,829

C.I.T.                                                     $9,080

State of Maryland               Income taxes               $7,467


DAVID WU: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: David Mingwhei Wu
        aka David M. Wu
        601 Ambrose Drive
        Pflugerville, TX 78660

Bankruptcy Case No.: 07-11838

Chapter 11 Petition Date: October 2, 2007

Court: Western District of Texas (Austin)

Debtor's Counsel: Frederick E. Walker, Esq.
                  609 Castle Ridge Road, Suite 220
                  Austin, TX 78746
                  Tel: (512) 330-9977
                  Fax: (512) 330-1686

Estimated Assets:  Less than $10,000

Estimated Debts:  $1 Million to $100 Million

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


DEAN FOODS: Moody's Reviews Ba3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service placed Dean Foods, Inc.'s long term
ratings on for review for possible downgrade and lowered the
company's speculative grade liquidity rating to SGL-3 from SGL-2
after the company lowered its guidance for its full year 2007
earnings and announced restructuring plans.  The company's revised
earnings guidance is due to the adverse impact of continued high
level of commodity prices on its business.

These ratings were placed on review for possible downgrade:

Dean Foods Company:

   -- Corporate Family Rating and Probability of Default Rating
      at Ba3

   -- Senior Secured $1.5 billion. Revolving Credit Facility at
      Ba3

   -- $1.5 billion Senior Secured Tranche A Term Loan at Ba3

   -- $1.8 billion Senior Secured Tranche B Term Loan at Ba3

   -- $500 million Guaranteed Senior Notes at B1

Dean Holding Company:

   -- Guaranteed Senior Notes at B1

   -- LGD assessments are also subject to change.

Dean Foods announced that third quarter results are likely to be
much weaker than previously expected and that the current
difficult operating environment will be sustained into the fourth
quarter.  Having levered up earlier this year for a $1.94 billion
special dividend, Dean is now facing not only higher input costs
but several other potential structural shifts that in Moody's
opinion, could have longer term impact on the company's ability to
de-lever.  These include a shift from higher-margin branded
product to private label in some of its regional brands and an
oversupply of organic milk.  Moody's said that a downgrade could
lower the rating by one or more notches.

The review for possible downgrade will focus on

   1. the impact of the current difficult operating environment
      given unprecedented rise in dairy commodity prices on
      Dean's earnings and cash flows;

   2. the ability of the company to pass on the higher input
      costs to its customers in a timely fashion;

   3. the amount and timing of benefits to be derived from cost
      savings initiatives and structural realignment that are
      being implemented to address the current challenging
      environment;

   4. the impact on sales volumes and on mix of the current
      higher dairy prices;

   5. the possible longer-term impact of the oversupply of
      organic milk and the shift to private label; and

   6. the company's ability to meet rating Moody's rating
      triggers set earlier this year in the April, 2007 credit
      opinion for year-end 2007 and 2008.

Moody's credit opinion stated that Debt/EBITDA above 5.5 times or
EBIT to interest below 2.5 times by year end 2007 (per Moody's FM)
could result in a downgrade versus actual ratios (per Moody's FM)
of 6 times and 2.4 times respectively as of LTM June, 30, 2007.

Moody's lowered the company's speculative grade liquidity opinion
to SGL-3 from SGL-2 due to the revised earnings and cash flow
expectations and our view that covenant compliance may, as a
result, be tighter than earlier anticipated both this year and
next, especially since the company's leverage covenant steps down
to 6.25 at year end 2007, and the coverage covenant steps up to
2.5 in fourth quarter 2008.  Moody's notes that the company still
has ample availability under its $1.5 billion revolver with about
$700 million available.

Dean Foods Corporation, based in Dallas, Texas is a leading
processor, producer and distributor of dairy and dairy-related
products in the United States.  For the twelve months ended June
2007, revenue was about $10.5 billion.


DELPHI CORP: U.S. Trustee Adds SABIC to Creditors Committee
-----------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, has appointed
SABIC Innovative Plastics as a member of the Official Committee of
Unsecured Creditors of Delphi Corp. and its debtor-affiliates.  
Electronic Data Systems Corp. and General Electric Company are no
longer Committee members.

The Creditors Committee now consists of:

  1. SABIC Innovative Plastics
     9930 Kincey Avenue
     Huntersville, North Carolina
     Attention: Valerie Venable
     Tel: (704) 992-5075

  2. Tyco Electronics Corporation
     60 Columbia Road
     Morristown, New Jersey
     Attention: MaryAnn Brereton
     Tel: (973) 656-8365

  3. IUE-CWA
     2360 W. Dorothy Lane, Suite 201
     Dayton, Ohio
     Attention: Lauren Aspland
     Tel: (937) 294-7813

  4. Capital Research and Management Company
     11100 Santa Monica Blvd., 15th Floor
     Los Angeles, California
     Attention: Michelle Robson
     Tel: (310) 996-6140

  5. Wilmington Trust Company, as Indenture Trustee
     Rodney Square North, 1100 North Market Street
     Wilmington, Delaware
     Attention: Steven M. Cimalore
     Tel: (302) 636-6058

  6. Freescale Semiconductor, Inc.
     6501 William Cannon Drive West, MD: OE16
     Austin, Texas
     Attention: Richard Lee Chambers, III
     Tel: (512) 895-6357

                          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.  

(Delphi Bankruptcy News, Issue No. 87 Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DENNIS WICKS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: Dennis Dean Wicks
         Stine Maria Wicks
         673 Boling Ranch Road
         Azle, TX 76020       
                
Bankruptcy Case No.: 07-44358

Chapter 11 Petition Date: October 1, 2007

Court: Northern District of Texas

Judge: D. Michael Lynn

Debtors' Counsel: Julie C. McGrath, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


DEWEY INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Dewey Investments 160, LLC
        P.O. Box 30205
        Mesa, AZ 85275

Bankruptcy Case No.: 07-05068

Chapter 11 Petition Date: October 2, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman, P.C.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


DURA AUTOMOTIVE: Gets Court Nod to Submit Plan to Creditors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved DURA Automotive Systems Inc.'s Disclosure Statement,
solicitation procedures and creditor ballots.  In a hearing that
took place yesterday, Oct. 3, 2007, the U.S. Bankruptcy Court for
the District of Delaware determined that DURA's Disclosure
Statement contains the necessary information to enable creditors
to vote on DURA's Plan of Reorganization.

In addition, the Official Committee of Unsecured Creditors
supports confirmation of DURA's Plan and has filed a statement
urging creditors to vote to accept the Plan.

"This favorable Court decision and support from the Committee for
our plan to reorganize the Company, paves the way for DURA to
exit Chapter 11 this year as planned," said Larry Denton,
Chairman and Chief Executive Officer of Dura Automotive Systems.

"We are looking forward to completing the legal process and
focusing all of our resources on innovation and execution of our
financial and operational strategy to aggressively compete and
grow in the global automotive marketplace."

The Plan and Disclosure Statement provide details on how DURA
intends to treat claims against the Company and emerge from
Chapter 11 protection in the fourth quarter of 2007.  The Court's
approval of the Disclosure Statement enables DURA to begin
sending its Plan of Reorganization and Disclosure Statement to
creditors to obtain their vote on the Plan.  The ruling allows
DURA's balloting agent to soon begin distribution of ballots and
accompanying support materials to parties eligible to vote to
accept or reject the Plan.

The Court also set Nov. 26, 2007, as the hearing date for Plan
confirmation.  Once the Plan is confirmed and administrative
procedures are completed, DURA will officially emerge from
Chapter 11.

DURA was advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

                      About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on Oct. 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel
J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards
Layton & Finger, P.A. Attorneys are the Debtors' co-counsel.  
Baker & McKenzie acts as the Debtors' special counsel.  Togut,
Segal & Segal LLP is the Debtors' conflicts counsel.  Miller
Buckfire & Co., LLC is the Debtors' investment banker.  Glass &
Associates Inc., gives financial advice to the Debtor.  Kurtzman
Carson Consultants LLC handles the notice, claims and balloting
for the Debtors and Brunswick Group LLC acts as their Corporate
Communications Consultants for the Debtors.  As of July 2, 2006,
the Debtor had $1,993,178,000 in total assets and $1,730,758,000
in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.   (Dura Automotive Bankruptcy News, Issue No. 31 Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


EL POLLO: Weakening Liquidity Cues S&P to Cut Rating to B-
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Irvine,
California-based El Pollo Loco Inc., including the corporate
credit rating, to 'B-' from 'B'.  The outlook is negative.

The downgrade is based on the company's weakening liquidity
position that could worsen depending upon the outcome of its
current legal proceedings.  On Aug. 1, 2007, a Texas jury rendered
its verdict in a trademark lawsuit filed against El Pollo Loco and
found it liable for damages of approximately $22 million.  

Subsequently, the company filed motions that may alter the trial
judge's final verdict and it stated that it would appeal the
court's decision if the jury's verdict is upheld.  However,
throughout the appeals process, El Pollo Loco would likely have to
post a LOC in the amount of the damages, which Standard & Poor's
feels would strain the company's liquidity.
      
"The outlook is negative," said Standard & Poor's credit analyst
Charles Pinson-Rose, "and indicates that we would lower the rating
if liquidity weakened further from an adverse court decision, a
breach of financial covenants, or a decline in operating
performance."


FLEXTRONICS INT'L: Moody's Holds Corporate Family Rating at Ba1
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Flextronics
International Ltd. with a negative outlook and assigned a Ba1
rating to the company's new $1.75 billion delayed draw unsecured
term loan in response to the closing of the Solectron acquisition.  
The initial draw on the term loan ($1.1 billion) will finance the
cash portion of the merger consideration.

Ratings confirmed include the company's Ba1 corporate family
rating and the Ba2 ratings on its senior subordinated notes.  At
the same time, Moody's upgraded Solectron's convertible senior
notes and senior subordinated notes to Ba2 from B3 and withdrew
Solectron's B1 corporate family, B1 probability-of-default and
SGL-1 speculative grade liquidity ratings.  These rating actions
conclude a review of Flextronics' and Solectron's ratings
initiated on June 4, 2007.

The Ba1 rating of the new unsecured term loan is consistent with
Moody's press release dated Sept. 19, 2007 in which a provisional
rating of (P)Ba1 was assigned to the proposed $2.5 billion
unsecured term loan pending closing of the Solectron acquisition.  
The total amount of the term loan has been reduced to
$1.75 billion as the majority of Solectron shareholders elected
stock over cash.  The remaining $650 million will be drawn down
and used to pay off Solectron debt over the next several months.

The company has the option to redeem the $150 million senior
subordinated notes at the make-whole premium plus accrued and
unpaid interest in accordance with the indenture.  The holders of
the $450 million convertible notes have the right to redeem the
notes upon a change in control.  Moody's expects the process for
redeeming the Solectron senior subordinated and convertible notes
to be completed by the end of 2007.  Upon repayment of the notes
in full, Moody's will withdraw the note ratings.  To the extent
that any stub notes remain outstanding, they would likely be rated
Ba2.

Flextronics' Ba1 corporate family rating reflects the company's
size and scale with combined revenue more than double that of
Jabil (its largest competitor in the North American market),
product and end market diversity, and reasonable credit metrics
with the expectation of improving cash flow generation and de-
leveraging.

The catalysts for EMS industry growth are largely attributable to
the overall increase in the electronics markets and the
outsourcing trends of OEMs, as well as the convergence of similar
capabilities of certain EMS companies with distributors and ODM's.  
Moody's believes that the acquisition of Solectron will allow
Flextronics to more effectively compete against the major Asian
providers on a global basis, most importantly Hon Hai.  The
combined company will not only be able to generate significant
production volumes at very low costs to provide scalable economies
for consumer markets, but also manufacture highly-customized
products in the networking, communications, and computing markets.  
In addition, Flextronics will differentiate itself from its
competitors through vertical integration, breadth of service
offerings, and geographic reach.

The rating also reflects risks associated with the volatility of
the EMS industry, exacerbated by client concentration and the
inherent challenges Flextronics will face in managing a global
business with revenue approximating $30 billion. Synergies from
the Solectron acquisition should be achievable given the physical
proximity of several key facilities to each other, which provides
an easier transition with facility closures, and limited overlap
between the various businesses and customers.  While it is
expected that there will be a loss of some customer accounts, due
in part to customers' desire to find a second source provider,
there is limited overlap in the customer base.  Where there is
overlap, there appear to be only a few business lines where both
Flextronics and Solectron provide the same type of product or
service.

The negative rating outlook for Flextronics reflects the near-term
integration and execution risks associated with the Solectron
acquisition as well as Moody's expectation that there will
continue to be pricing pressures from the OEM's.  The ratings
could be downgraded if there is a significant decline of revenue
or profitability or if the company is unable to generate positive
free cash flow on a sustained basis.

Flextronics' leverage is moderate on a reported basis with pro
forma total debt to CY 2008 EBITDA of 2.1x.  Moody's makes further
adjustments to this indebtedness with the inclusion of operating
leases and securitized accounts receivables, bringing this
adjusted pro forma debt to about $4.5 billion with leverage of
around 3x.

Flextronics ratings assigned and confirmed:

   -- New $1.75 billion Unsecured Term Loan due 2014 (of which
      $1.1 billion is drawn), Ba1;

   -- Corporate Family Rating, Ba1;

   -- Probability-of-Default Rating, Ba1;

   -- $400 million 6.25% Senior Subordinated Notes, due 2014,
      Ba2;

   -- $400 million 6.5% Senior Subordinated Notes, due 2013,
      Ba2;

   -- $8.2 million 9.875% Senior Subordinated Notes, due 2010,
      Ba2;

   -- Speculative Grade Liquidity Rating of SGL-1.

Solectron ratings upgraded:

   -- $450 million 0.5% Convertible Senior Notes due 2034, Ba2;
   -- $150 million 8% Senior Subordinated Notes due 2016, Ba2.

Solectron ratings withdrawn:

   -- Solectron Corporate Family Rating, B1;
   -- Solectron Probability-of-Default Rating, B1;
   -- Speculative Grade Liquidity Rating of SGL-1.

Flextronics International Ltd., headquartered in Singapore and
with its main U.S. offices in San Jose, California, is one of the
largest global providers of contract electronics manufacturing
services to OEMs.  Upon the merger with Solectron, its focus will
be primarily with telecommunications equipment, enterprise and
personal computing, and mobile and consumer digital markets.


FLEXTRONICS INT'L: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has completed its review of Flextronics
International Ltd. following the company's acquisition of
Solectron Corp. and resolved Flextronics' Rating Watch Negative
status by affirming these ratings:

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

Fitch also rated Flextronics' new senior unsecured Term B loan at
'BB+'.  Additionally, Fitch has downgraded the rating on
Flextronics' senior subordinated notes from 'BB' to 'BB-'.  The
Rating Outlook is Negative.

Fitch's action affects approximately $5.4 billion of total debt
including the revolving credit facility.

The Negative Outlook reflects:

  -- Integration risks inherent in an acquisition of this
     size, with the combined company expected to generate in
     excess of $30 billion in annual revenue, particularly
     in an industry that is dependent on seamless day-to-day
     execution.

  -- The risk of customer loss following the acquisition of
     Solectron, although Fitch expects this risk to be
     manageable.

  -- Historically volatile free cash flow combined with
     relatively high leverage adds risk to the expectation
     that Flextronics will be able to reduce leverage in the
     near term in line with expectations.  

The ratings reflect these expectations:

  -- Flextronics has significant opportunity to decrease costs
     and improve cash flow pro forma for its acquisition of
     Solectron.

  -- Flextronics will continue to outgrow its North American
     peers and gain global market share.

  -- Pro forma free cash flow in excess of $500 million which
     will be utilized to repay debt over the next several years
     in addition to making small acquisitions.

  -- Pro forma leverage of approximately 2.7 times (x), which
     is expected to decrease to 2x or below within 2 years.

  -- The global competitive environment remains challenging,
     which could negatively affect profitability and free cash
     flow expectations.

Credit strengths include:

  -- Flextronics' competitive advantage in its scale and scope
     of operations;

  -- Strong execution track record as evidenced by the
     company's peer leading metrics including return on
     invested capital of 10.4% and cash conversion cycle days
     of 13.

  -- High working capital nature of the business, which
     represents an additional source of liquidity in business
     downturns.

Credit concerns include:

  -- Near-term integration risks;

  -- Difficult competitive environment which has pressured
     profitability across the industry;

  -- Potential for future acquisitions to have a negative
     impact on the expected repayment of debt;

  -- Customer concentration risk as the top 10 customers
     represent approximately 60% of total revenue.

Flextronics acquired Solectron for $3.6 billion in total
consideration.  Approximately $2.5 billion of that consideration
was paid in Flextronics stock with the remaining $1.1 billion paid
in cash.  Additionally, Flextronics will redeem Solectron's
existing debt totaling approximately $675 million.  Flextronics is
utilizing a $1.9 billion senior unsecured term loan which matures
in 2014 to cover the cash expense of the acquisition and debt
redemption.

The downgrade of the subordinated notes from 'BB' to 'BB-'
reflects the issuance of senior unsecured debt where previously
all of Flextronics' outstanding debt was subordinated.  Fitch
estimates pro forma leverage (total debt/operating EBITDA) to be
2.7x and interest coverage (EBITDA/interest expense) at
approximately 4.8x including the EBITDA contribution from
Solectron for its latest 12 month period ended June 1, 2007.  
After adjusting for off-balance sheet debt and operating leases,
Fitch estimates pro forma adjusted leverage (total adjusted debt/
operating EBITDAR) to be 3.8x.

Pro forma for the close of the transaction, liquidity is expected
to be solid with approximately $1.4 billion in cash and a fully
available $2 billion senior unsecured revolving credit facility
which matures in 2012.  Additionally, Flextronics utilizes a $750
million accounts receivable securitization program which provides
additional liquidity, of which $538 million was outstanding on
June 29, 2007, for which the company received $416 million of cash
proceeds with the remaining balance representing Flextronics'
investment participation in the program.

Total debt, pro forma for the close of the acquisition, is
expected to be approximately $3.4 billion, consisting of
$1.9 billion in a senior unsecured term loan B which matures in
2014, $195 million in 0% junior subordinated convertible notes
which mature in 2009, $500 million in 1% convertible subordinated
notes which mature in 2010, $400 million in 6.5% senior
subordinated notes which mature in 2013, and $400 million in 6.25%
senior subordinated notes which mature in 2014.  In addition to
the $416 million in cash proceeds from outstanding receivables
under Flextronics' $750 million accounts receivable securitization
facility, which Fitch includes in its calculation of adjusted
debt, Flextronics also utilizes one-time sales of accounts
receivable which, as of June 29, 2007, represented an additional
$443 million in off-balance-sheet debt.


FORD MOTOR: Overall September 2007 Vehicle Sales Decline by 21%
---------------------------------------------------------------
Demand continues to grow for Ford Motor Company’s all-new and
redesigned crossover vehicles, even as overall sales declined in
September 2007.

Total September sales were 189,863, down 21% compared with a year
ago.  Sales to daily rental companies were down 62% and sales to
individual retail customers were down 15%.

Ford, Lincoln and Mercury’s all-new and redesigned crossover
utility sales were up 96% in September and up 52% year-to-date -–
the largest increase of any major manufacturer.

“We continue to be encouraged by customers’ strong response to our
new products, which we’re launching with high quality,” Mark
Fields, president, The Americas, said.  “Demand for our new
crossovers continues to grow and contributes to our efforts to
stabilize U.S. retail market share.”

In September, Ford Edge sales were 11,632 and Lincoln MKX sales
were 3,805.  Both new crossovers achieved their highest retail
sales month to date.  The Edge and Lincoln MKX were introduced in
December 2006 and already are among the best sellers in the mid-
size and premium CUV segments.

Sales for the redesigned 2008 model Ford Escape and Mercury
Mariner crossovers were higher in September.  Escape sales were
11,132, up 10%, and Mariner sales were 2,699, up 4%.

The Lincoln brand posted its 12th month in a row of higher retail
sales.  In September, total Lincoln sales were up 33% (retail up
40%).  Year-to-date, total Lincoln sales were up 15% (retail up
17%).  Lincoln’s rebound reflects the new Lincoln MKX crossover,
the new Lincoln MKZ sedan (up 25% in September) and the redesigned
Navigator (up 38% in September).

“We’re building a strong foundation for future growth at Lincoln,”
Mr. Fields said.  “This is the early phase of an aggressive plan
to restore Lincoln as America’s choice for luxury vehicles.”

Land Rover’s September sales were 4,190, up 21%, reflecting the
addition of the all-new LR2 crossover.  Land Rover sales were up
8% year-to-date.

                       About Ford Motor

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

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

                          *     *     *

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

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

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

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


FREESTAR TECHNOLOGY: Auditor Raises Going Concern Doubt
-------------------------------------------------------
New York-based RBSM LLP raised substantial doubt about FreeStar
Technology Corp.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
June 30, 2007.  The auditor said the company is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                           Name Change

On July 10, 2007, FreeStar Technology's board of directors
approved a proposed amendment to the company's Articles of
Incorporation to change its name to Rahaxi, Inc.  The board has
recommended that the company shareholders adopt the name change
amendment.  It also directed the company to take appropriate
action to obtain shareholder approval of the name change
amendment.

"Though our Finnish subsidiary, Rahaxi Processing Oy, we believe
that 'Rahaxi' has a valuable, established brand name in our core
markets in the Scandanavian region.  We believe that in this
region, Rahaxi conveys quality, innovation and reliability to our
customers," Freestar Technology President and CEO Paul Egan said.  

"We believe that the Rahaxi brand is a valuable asset, and that by
changing FreeStar\u2019s name to Rahaxi, we can maximize the
goodwill associated with Rahaxi and uniformly brand our products
in our other markets," Mr. Egan added.

                           Financials

For the year ended June 30, 2007, the company reported a
$16,305,197 net loss on $3,780,335 of total revenues, as compared
with a $13,999,773 net loss on $2,097,749 of total revenues for
the year ended June 30, 2006.

At June 30, 2007, FreeStar Technology's balance sheet showed
$8,617,035 in total assets, $2,949,518 in total liabilities,
$184,008 in minority interest, and $5,667,517 in total
stockholders' equity.

The company's balance sheet at June 30, 2007, showed strained
liquidity with $2,466,845 in total current assets available to pay
$2,765,510 in total current liabilities.

           Acquisition of Project Life Cycle Partners

On Nov. 21, 2006, the company has acquired 50% of the outstanding
capital stock of Project Life Cycle Partners, Ltd., a technology-
consulting firm located in Dublin, Ireland.  PLC Partners is a
niche project consulting firm specializing in the management and
implementation of information systems projects.  PLC Partners has
international experience within the financial services sector.

Total consideration for the transaction was $1,000,000, consisting
of $200,000 cash and 2,222,222 shares of the company's common
stock, valued at $0.36 per share based upon a 30-day average
closing price per share. The company also assumed 50%, or
approximately $132,000, of PLC's liabilities at the date of
acquisition. The company may be required to issue additional
shares, capped at a maximum of an additional 50%, if, on the one-
year anniversary of the acquisition, the 30-day average closing
price per share of the company's stock is less than $0.36.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?23f5

FreeStar Technology Corp. (OTCBB: FSRT) --
http://www.freestartech.com/and http://www.rahaxi.com/--  
provides electronic payment processing services, including credit
and debit card transaction processing, point-of-sale related
software applications and other value-added services.  The
company, which was incorporated in Nevada, has principal offices
in Dublin, Ireland.  The company also has offices in Helsinki,
Finland; Stockholm, Sweden; Geneva, Switzerland; and Santo
Domingo, the Dominican Republic.


GALLETTA REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Galletta Realty-Vineland, LLC
        427 West Landis Avenue
        Vineland, NJ 08360

Bankruptcy Case No.: 07-24244

Chapter 11 Petition Date: October 2, 2007

Court: District of New Jersey (Camden)

Debtor's Counsel: Joseph McCormick, Jr., Esq.
                  Weinberg & McCormick, P.A.
                  109 Haddon Avenue
                  Haddonfield, NJ 08033
                  Tel: (856) 795-1600
                  Fax: (856) 795-9469

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


GAP INC: Reports $0.08 Per Share Dividend Payable on Oct. 30
------------------------------------------------------------
Gap Inc.'s board of directors voted a quarterly dividend of $0.08
per share payable on Oct. 30, 2007 to shareholders of record at
the close of business on Oct. 16, 2007.

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

                           *   *   *

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


GENERAL MOTORS: September 2007 Deliveries Up 4%
-----------------------------------------------
General Motors Corp. dealers in the United States delivered
337,640 vehicles in September, up 4% compared with a year ago.  
The company's 255,274 retail deliveries were up more than 7%.

For the second consecutive month GM bucked industry trends, led by
brisk retail sales of full-size trucks, mid-utility crossovers,
the Cadillac CTS and Chevrolet Cobalt.

"Our market share performance of more than 25% over the last
quarter demonstrates strong consumer acceptance of our new
products and the continued progress we've made in our North
America turnaround strategy," Mark LaNeve, GM North America vice
president, Vehicle Sales, Service and Marketing, said.  "Our
industry-leading truck lineup continued its strong performance,
and we were particularly pleased by our performance in passenger
cars, led by the fuel-efficient Chevy Cobalt and all-new Cadillac
CTS.  The CTS had its best-ever September performance with more
than 5,400 vehicles sold, a testament to the power of the all-new
model."

The company continues transforming its North American business
with overall incentive spending flat compared with a year ago.
September inventories were down about 100,000 vehicles to
approximately 900,000 vehicles.  Fleet deliveries were down, as
planned, by more than 6%.

"Our retail share, which has been stable for two years, improved
in Q3 with all three months solid from a share standpoint," Mr.
LaNeve added.  "For the second consecutive month, we posted good
retail volume despite a challenging industry.  To build on that
retail strength, we're gearing up for the all-new Chevrolet Malibu
launch later this month and are encouraging folks to try our
pickups and SUVs as part of the Truck Month sales event."

Cadillac CTS total sales surged ahead 74%, compared with year-ago
performance, due to the strength of the all-new CTS, now in
showrooms.  GMC Acadia, Saturn OUTLOOK and Buick Enclave together
had total sales of nearly 13,000 vehicles, pushing the significant
increase in GM's mid-crossover segment.  Total sales of the fuel-
efficient Cobalt were up more than 35% compared with last
September.

Other vehicles with retail sales increases, compared with year-ago
levels, include: Chevrolet Aveo, Impala, Silverado, Tahoe,
Suburban, HHR and Equinox; Saturn AURA and VUE; GMC Sierra, Yukon
and Yukon XL; Cadillac Escalade; Pontiac G5, G6 and Torrent; Buick
Lucerne and Saab 9-3.

An increasing number of consumers cite warranty coverage as a
reason for buying a new GM vehicle.  GM's 5 Year/100,000 Mile
Powertrain Limited Warranty continues to be a better choice for
customers.  GM's coverage focuses on the complete ownership
experience and includes other provisions that competitors do not
offer, including transferability to the next owner, more complete
coverage of parts, and coverage for new and certified used
vehicles.  In addition, GM offers superior complementary programs,
such as courtesy transportation and roadside assistance.

"GM provides the best coverage in the industry and takes care of
the vehicle and the owner like no other vehicle manufacturer," Mr.
LaNeve added.

                     Certified Used Vehicles

September 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 41,118
vehicles, down 10.5% from last September.  Total year-to-date
certified GM sales are 402,191 vehicles, up 2% from the same
period last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used vehicle brand, posted 36,206 sales,
down 9% from last September.  There was one less selling day than
last September.  Year-to-date sales for GM Certified Used Vehicles
are 353,600 vehicles, up 4% from the same period in 2006.

Cadillac Certified Pre-Owned Vehicles posted September sales of
3,038 vehicles, down 20% from last September.  Saturn Certified
Pre-Owned Vehicles sold 1,173 vehicles in September, down 21%.  
Saab Certified Pre-Owned Vehicles sold 564 vehicles, down 26%, and
HUMMER Certified Pre-Owned Vehicles sold 137 vehicles, up 22%.

"Through September, GM Certified Used Vehicles continues to lead
the manufacturer-certified category, with year-to-date sales up 4%
from last year's industry-leading annual sales results," Mr.
LaNeve said.  "GM Certified customers enjoy the certified
segment's broadest selection of vehicles from the largest dealer
network, backed by a fully transferable
5-year/100,000-mile powertrain limited warranty, the best coverage
of any full-line automaker."

   GM North America September and 3rd Quarter 2007 Production

In September, GM North America produced 323,000 vehicles (118,000
cars and 205,000 trucks).  This is down 64,000 units or 16%
compared with September 2006 when the region produced 387,000
vehicles (161,000 cars and 226,000 trucks).  Production totals
include joint venture production of 15,000 vehicles in September
2007 and 22,000 vehicles in September 2006.

GM North America built 1.020 million vehicles (367,000 cars and
653,000 trucks) in the third-quarter of 2007.  This is down 30,000
vehicles or 3% compared with third-quarter of 2006 when the region
produced 1.050 million vehicles (417,000 cars and 633,000 trucks).  
The third-quarter 2007 production decline versus last month's
guidance is largely due to the recent UAW work stoppage in the
U.S. Additionally, GM North America's 2007 fourth-quarter
production forecast is unchanged at 1 million vehicles (334,000
cars and 666,000 trucks).  In the fourth-quarter of 2006 the
region produced 1.107 million vehicles (446,000 cars and 661,000
trucks).

                      About General Motors

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Fitch Ratings has affirmed and removed the Issuer Default Rating
and debt ratings of General Motors from Rating Watch Negative
following the announcement that GM has reached an agreement on a
new contract with the United Auto Workers.   Fitch currently rates
GM as: IDR 'B'; Senior secured 'BB/RR1'; and Senior unsecured 'B-
/RR5'.  GM's Rating Outlook is Negative.

As reported in Troubled Company Reporter on Sept. 26, 2007,
Moody's Investors Service is maintaining its current ratings of
General Motors Corporation -- B3 Corporate Family, Caa1 senior
unsecured and Ba3 senior secured, and Negative Outlook following
the announcement of a strike against the company by the United
Auto Workers Union.

Following the decision of the United Auto Workers union to go out
on strike against General Motors Corp., Fitch Ratings placed
General Motors Corporation's 'B' issuer default rating, 'BB/RR1'
senior secured debt rating; and 'B-/RR5' senior unsecured debt
rating on Rating Watch Negative.


H&K INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: H&K Investment Holdings, LLC
        dba Braddock's Tavern
        39 South Main Street
        Medford, NJ 08055

Bankruptcy Case No.: 07-24209

Chapter 11 Petition Date: October 2, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Ira Deiches, Esq.
                  Deiches & Ferschmann, P.C.
                  25 Wilkins Avenue
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


HARBORVIEW MORTGAGE: Fitch Rates $11.5 Million Certs. at BB+
------------------------------------------------------------
Fitch has rated Harborview Mortgage Loan Trust mortgage pass-
through certificates, series 2007-7 as:

  -- $1.43 billion classes 1A-1A, 2A-1A, 2A-1B, 2A-1C (senior
     certificates) 'AAA';
  -- $34.5 million class B-1 'AA+';
  -- $51.8 million class B-2 'AA+';
  -- $18.1 million class B-3 'AA';
  -- $17.3 million class B-4 'AA-';
  -- $15.6 million class B-5 'A+';
  -- $12.3 million class B-6 'A';
  -- $8.2 million class B-7 'BBB+';
  -- $10.7 million class B-8 'BBB-';
  -- $11.5 million class B-9 (privately offered) 'BB+'.

The 'AAA' rating on the senior certificates reflects the 12.95%
subordination provided by the 2.10% class B-1, the 3.15% class B-
2, the 1.10% class B-3, the 1.05% class B-4, the 0.95% class B-5,
the 0.75% class B-6, the 0.50% class B-7, the 0.65% class B-8, and
the privately-offered 0.70% class B-9, as well as the 2.00%
initial and target overcollateralization.  Fitch believes the
above credit enhancement will be adequate to support mortgagor
defaults in limited amounts.  In addition, the ratings also
reflect the quality of the underlying mortgage collateral,
strength of the legal and financial structures, and the master
servicing capabilities of Wells Fargo Bank, N.A. rated 'RMS1' by
Fitch.

The certificates represent an ownership interest in a group hybrid
adjustable rate, first lien residential mortgage loans originated
by Downey Savings and Loan Association, F.A. (26.18%), Flagstar
Capital Markets (16.53%), GMAC Mortgage, LLC (12.06%), American
Home Mortgage Corp. (11.76%) and other originators (33.47%)
totaling $1,597,071,439 as of the cut-off date, Sept. 1, 2007.  
Approximately 78.37% of the initial mortgage loans in the trust
fund provide for negative amortization.  The mortgage pool, as of
the cut-off date, demonstrates a weighted average mortgage rate of
7.444%.  The pool has a weighted average original loan-to-value
ratio of 74.99% and a weighted average combined loan-to-value
ratio of 78.52%.

The weighted average FICO credit score is approximately 715.  
Cash-out refinance loans represent 50.40% of the mortgage pool and
second homes represent 3.48%.  The average loan balance is
$358,892.  The state that represents the largest portion of
mortgage loans is California (53.00%).

On the closing date, the seller will deposit approximately
$46,298,444, which represents 2.82% of the total asset pool and
2.90% of the total principal balance of the offered certificates,
into a segregated account maintained with the securities
administrator.  The issuing entity will use these funds to
purchase subsequent mortgage loans from the depositor after the
closing date and before December 28, 2007.

The certificates are issued pursuant to a pooling and servicing
agreement dated September 1, 2007 among Greenwich Capital
Acceptance, Inc. as depositor, Greenwich Capital Financial
Products, Inc. as seller, Deutsche Bank National Trust Company as
trustee, and Clayton Fixed Income Services Inc. as Credit Risk
Manager.  For federal income tax purposes, elections will be made
to treat the trust as separate multiple real estate mortgage
investment conduits (REMICs).


HD SUPPLY: High Leverage Cues S&P's B Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Atlanta, Georgia-based HD Supply Inc.  At the
same time, S&P assigned its 'BB-' ratings and '1' recovery ratings
(indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default) to HD Supply's
$2.1 billion asset-based loan credit facility and $300 million
senior secured revolving credit facility, S&P's 'BBB+' rating to
HD Supply's $1 billion senior secured term loan (fully and
unconditionally guaranteed by The Home Depot Inc. (BBB+/Stable/A-
2)), and S&P's 'CCC+' rating to HD Supply's $2.5 billion senior
unsecured notes and $1.3 billion senior subordinated payment-in-
kind (PIK) notes.  The outlook is stable.

HD Supply is Home Depot's wholesale construction materials
distribution business.  Home Depot sold the business to a
consortium of private investors for a total consideration of $8.5
billion, including $6.1 billion of funded debt at the close of the
sale.
      
"The ratings on HD Supply reflect high financial leverage and
pressure on operating performance stemming from the severe, and
potentially protracted, downturn in U.S. residential construction
activity," said Standard & Poor's credit analyst Joshua Davis.  
"Partially offsetting these factors are some business-level
diversity, leading market positions, and operational scale, as
well as some financial flexibility to weather the housing downturn
."  However, uncertainty about the ultimate depth and duration of
the housing downturn increases uncertainty regarding HD Supply's
near- to intermediate-term operating performance and financial
leverage levels.
     
The stable outlook reflects the expectation that EBITDA interest
coverage and lack of near-term debt maturities are sufficient to
offset significant uncertainty about operating profitability and
cash flow over the next one to two years.  Considerable
deterioration in profitability and cash flow generation resulting
in material declines in EBITDA interest coverage and increases in
financial leverage could result in a revision in outlook to
negative and/or a reduction in the rating.  By contrast, success
in reducing debt with free cash flow, coupled with gradual
improvements in operations stemming from recovery in business
conditions, could result in a positive outlook.


HOLLY MARINE: Judge Sonderby Approves Bell Boyd as Panel's Counsel
------------------------------------------------------------------
The Honorable Susan Pierson Sonderby of the U.S. Bankruptcy Court
for the Northern District of Illinois gave the Official Committee
of Unsecured Creditors of Holly Marine Towing Inc.'s bankruptcy
case, permission to employ Bell Boyd & Lloyd LLP as its counsel.

Bell Boyd is expected to:

   a. advise the Committee on all legal issues as they arise;

   b. represent and advise the Committee regarding the terms of
      any sales of assets or plans of reorganization of
      liquidation, and assist the Committee in negotiations with
      the Debtor and others parties;

   c. investigate the Debtor's assets and prebankruptcy conduct;

   d. prepare, on behalf of the Committee, all necessary
      pleadings, reports, and other papers;

   e. represent and advise the Committee in all proceedings in
      this case;

   f. assist and advise the Committee in its administration; and

   g. provide other services as are customarily provided by
      counsel to a creditors' committee in cases of this kind.

The firm's professionals billing rates are:

      Professioanls             Designations     Hourly Rates
      -------------             ------------     ------------
      Harley J. Goldstein, Esq.    Partner          $475
      James E. Morgan, Esq.        Partner          $475
      Sven T. Nylen, Esq.         Associate         $275
      Joseph B. DiRago, Esq.      Associate         $250
   
      Designations                               Hourly Rates
      ------------                               ------------
      Senior Partners                               $650
      New Associates                                $230
      Legal Assistants                           $140 - $225

To the best of the Committee's knowledge the firm does not
hold any interest adverse to the Debtor's estate and is a
“disinterested person” as defined in Section 101(14) of the
Bankrutcy Code.

Headquartered in Chicago, Illinois, Holly Marine Towing Inc.
provides towing and tugboat services.  The company filed for
Chapter 11 protection on Jan. 8, 2007 (Bankr. N.D. Il. Case
No. 07-00266).  Paul M. Bauch, Esq., at Bauch & Michaels LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


HOMEBANC CORP: Taps MountainView Servicing as Broker
----------------------------------------------------
HomeBanc Mortgage Corporation and its debtor-affiliates seek
permission from the United States Bankruptcy Court for the
District of Delaware to employ MountainView Servicing Group, LLC,
as providers of investment banking services, nunc pro tunc to
Aug. 9, 2007, pursuant to Sections 327(a) and 328(a) of the
Bankruptcy Code,

The Debtors tell the Court that they have been advised that
MountainView employs professionals who have knowledge and
experience of investment banking issues, specifically those
related to the valuation and sale of mortgages servicing rights.

Since the sale of the Debtors' portfolio is a complicated and time
consuming process and requires the employment of professionals,
MountainView qualifies as investment banking services provider.

As of its bankruptcy filing, the Debtors serviced approximately
48,300 loans with an aggregate principal amount of approximately
$8,800,000,000.  The Debtors continue to conduct the servicing
business, which constitutes a valuable asset of their estates.

The Debtors, however, have obtained the Court's approval to
implement an expedient bidding and auctions procedure for a sale
of their servicing business.

MountainView will provide these services in order to maximize the
price of the Debtors' mortgage servicing portfolio:

   (i) Construction of a servicing sales offering to be
       distributed to qualified buyers;

  (ii) Distribution of the servicing offering along with loan
       level data and pricing models to qualified buyers;

(iii) Coordinating due diligence requests;

  (iv) Review of all bids (pricing and terms and conditions) with
       appropriate parties;

   (v) Negotiation of pricing terms and conditions; and

  (vi) Discussion of due diligence findings and negotiation of
       purchase and sale agreement.

Pursuant to a Brokerage Agreement signed with the Debtors,
MountainView's brokerage fee will be calculated according to the
ultimate purchase price of the portfolio:

   (a) If HomeBanc sells the portfolio for less than 72 basis
       points ($63,360,000), MountainView will be paid one
       half basis point (.005%), or $440,000 ($8,800,000,000 X
       .005%);

   (b) If HomeBanc sells the portfolio for a minimum of 72 basis
       points ($66,360,000) but less than or equal to 75 basis
       points ($66,000,000) then MountainView shall receive five
       eighths of one basis point (.00625%), or $550,000;

   (c) If HomeBanc sells the portfolio at a price greater than 75
       basis points ($66,000,000) but less than or equal to 81
       basis points ($71,280,000), then MountainView will be
       paid three quarters of one basis point (.0075%), or
       $660,000; and

   (d) If HomeBanc sells the portfolio for more than 81 basis
       points ($71,280,000), then MountainView will be paid
       one basis point (.01%), or $880,000.

The calculated fees will be a minimum of $50,000 and will increase
depending on the ultimate purchase price of the portfolio.

MountainView will have the exclusive right to market the Debtors'
servicing business for 90 days.

The Debtors will reimburse MountainView for other charges,
including expense reimbursements, photocopy services and the
like.

The Debtors submit that MountainView does not hold any
disqualifying interest adverse to the Debtors in matters upon
which the firm is to be engaged for Debtors.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused      
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


HOMEBANC CORP: Court Approves Ernst & Young As Tax Advisor
----------------------------------------------------------
The United States Bankrutptcy Court for the District of Delaware
gave HomeBanc Mortgage Corporation and its debtor-affiliates,
permission to employ Ernst & Young LLP, as their providers of tax
advisory and compliance services.

Ernst & Young has worked for certain Debtors since 2000 providing
tax advisory and compliance services to the Debtors.  The
Debtors' tax returns are due to be filed on September 15 and,
immediately before the Petition Date, the firm was working
diligently to prepare the required returns, Joel A. Waite, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,  
informs the Court.  Maintaining the services of Ernst & Young in
connection with the Debtors' Chapter 11 cases is essential in
order to get the tax returns filed, and the services of the firm
are important for the Debtors in their reorganizational efforts,
he says.

Ernst & Young is expected to provide the Debtors with various tax
advisory and compliance services, among others:

    -- assist and advise with the identification and resolution of
       tax issues that will arise during the course of the  
       bankruptcy;

    -- assist and advise Debtors in developing an understanding of
       the tax implications of its restructuring or reorganization
       alternatives, including evaluating the tax impacts that may
       result from a change in the equity, capitalization or
       ownership of the shares of the Debtors or assets, and as
       needed, research of analysis of the Internal Revenue Code
       sections, treasury regulations, case law and other relevant
       tax authority;

    -- tax advice regarding availability, limitations,
       preservation and enhancement of tax attributes, and
       reduction of tax costs in connection with stock or asset
       sales, if any;

    -- assist with tax issues and transactional issues, or
       assisting Debtors in connection with their dealings with
       tax authorities;

    -- tax advice regarding the validity of tax claims in order
       to determine if the tax amount claimed correctly reflects
       the true tax liability pursuant to applicable law;

    -- assist and advise with respect to open or potential
       tax refund claims and including support to assist in
       securing tax refunds; and

    -- analyzes of legal and other professional fees incurred for
       purposes of determining the future deductibility of costs
       for purposes of United States federal, state and local
       income taxes.

The Debtors will pay Ernst & Young its standard hourly rates, and
other charges, including expense reimbursements.  The hourly
rates of the professionals are:

       Designations                          Hourly Rates
       ------------                          ------------       
       Partners, Principals and Directors        $700
       Senior Managers                           $510
       Managers                                  $450
       Seniors                                   $280
       Staff                                     $190

Jeffrey Travis, a partner at Ernst & Young, disclosed that the
firm provided litigation support services to certain parties-in-
interest in unrelated litigation matters.  One of the parties is
Alston & Bird, the Debtors' counsel in their Chapter 11 cases.  
The other parties are Millbank, Tweed, Hadley & McCloy LLP;
PriceWaterhouseCoopers; U.S. Bank, N.A.; and Wells Fargo Bank,
N.A.

Mr. Travis assured the Court that the firm does not hold or
represent any interest materially adverse to the Debtors in the
matters for  which Ernst & Young is proposed to be retained.  

As of Aug. 31, 2007, the Debtors owed $106,531 to the firm in
respect of services provided by Ernst & Young both prior to and
following the Petition date -- $59,579 for prepetition services
and $46,952 for postpetition services.  Upon approval of the
firm's retention in the Debtors' cases, Ernst & Young will waive
its right to receive any fees incurred on the Debtors' behalf
before the Petition Date, Mr. Travis tells the Court.

Headquartered in Atlanta, Ga., HomeBanc Mortgage Corporation --
http://www.homebanc.com/-- is a mortgage banking company focused      
on originating primarily prime purchase money residential mortgage
loans in the Southeast United States.  

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them
in these cases.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5,100,000,000 and total liabilities
of $4,900,000,000.

The Debtors' exclusive period to file a plan ends on Dec. 7, 2007.
(HomeBanc Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


INGE BONGO: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Inge Alia Bongo
        710 Kingman Avenue
        Santa Monica, CA 90402

Bankruptcy Case No.: 07-18682

Chapter 11 Petition Date: October 1, 2007

Court: Central District Of California

Judge: Vincent P. Zurzolo

Debtor's Counsel: Thomas B. Ure, Esq.
                  Ure, Ranieri & Associates
                  800 Wilshire Boulevard, Suite 1050
                  Los Angeles, CA 90017
                  Tel: (213) 202-6070
                  Fax: (213) 202-6075

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Household                                    $10,817
c/o Arrow Financial
5996 West Touhy Avenue
Niles, IL 60714

Cap One Bank                                 $13,119
PO Box 85015
Richmond, VA 23285                           

WF Fin Ban                                    $3,119
3201 North 4th Avenue
Sioux Falls, SD 541018901009

Nordstorm                                     $3,054

Citi                                          $1,057

Glove Carpet                                    $985

DS Waters of North America                      $389

St. Johns Emergency Medicine                    $353

Tower Imaging Medical Group                     $239

Comcast                                         $165

Pimex lab                                       $163

St. Johns Emergency Medicine                    $154

Automobile Club of South California              $53


INTERSTATE BAKERIES: Lenders Reduce DIP Commitment by $10 Mil.
--------------------------------------------------------------
Interstate Bakeries Corporation on Monday entered into a First
Amendment to its $200,000,000 Amended and Restated Revolving
Credit Agreement, dated as of Feb. 16, 2007, with JPMorgan Chase
Bank, N.A., and a syndicate of other commercial banks, finance
companies, insurance companies and other financial institutions.

JPMorgan acts as administrative agent and collateral agent for the
Lenders.

The parties revised the DIP Agreement to change the borrowing base
formula, which, in effect, reduces the amount available to the
Borrowers by $10 million.  However, the parties agreed that the
$10 million reduction will be restored upon:

   -- the entry of a final order by the Bankruptcy Court
      approving a disclosure statement filed by the Borrowers
      with respect to a plan of reorganization that provides for
      repayment in full of the Borrowers' obligations under the
      DIP Agreement; and

   -- receipt by the Borrowers of a binding commitment for exit
       financing necessary to consummate the plan.

The Borrowers are required to deliver to JPMorgan and the DIP
Lenders, on or before Dec. 1, 2007, a revised plan if the
Borrowers fail to reach an agreement in principle with both the
Bakery, Confectionery, Tobacco Workers and Grain Millers
International Union and the International Brotherhood of
Teamsters.

The DIP Lenders require the plan to detail the Borrowers' proposed
strategy for maximizing the value of their estates, including,
without limitation, through a sale of the Borrowers or their
assets in their entirety, or in a series of transactions, and cash
flows resulting from those transactions.

The DIP Lenders require any modifications to the Borrowers'
existing collective bargaining agreements with the unions must
provide for union alignment to a more capable and more cost-
effective path-to-market, certain health and welfare concessions,
and increased work rule flexibility.

The parties also agreed to change the cash restructuring covenant
to allow the Borrowers to incur cash restructuring charges not
exceeding $23 million.  The parties agreed that the amount is
sufficient to provide for the estimated cash restructuring charges
incurred in connection with the consolidation of the Borrowers'
Southern California bakery operations.

The Debtors paid $500,000 (1/4 of 1% of $200 million) for the DIP
Loan Amendment.

The DIP lending consortium consists of:

     * JPMorgan Chase Bank, N.A., as lender and agent;
     * Nationwide Life Insurance Company;
     * The Foothill Group, Inc.;
     * Prospect Harbor Credit Partners, LP;
     * Sankaty High Yield Partners II L.P.;
     * Blackport Capital Fund Ltd.;
     * Capital Source Finance LLC;
     * Canadian Imperial Bank of Commerce;
     * Grand Central Asset Trust, BDC Series;
     * DK Acquisition Partners, L.P.;
     * Spiret IV Loan Trust 2003-B;
     * Highland Floating Rate Advantage Fund;
     * Highland Floating Rate Limited Liability Company;
     * General Electric Capital Corporation; and
     * SPCP Group, L.L.C.

A full-text copy of the First Amendment to the DIP Credit Facility
is available at no charge at:

            http://ResearchArchives.com/t/s?2406

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

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' exclusive period to file a chapter 11
plan has recently been extended to Nov. 8, 2007. (Interstate
Bakeries Bankruptcy News, Issue No. 71; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


INTERSTATE BAKERIES: Court Defers Plan-Filing Deadline to Nov. 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
extended Interstate Bakeries Corporation and its debtor-
affiliates' exclusive period, until Nov. 8, 2007, to file a plan
of reorganization and, until  Jan. 7, 2007, to solicit acceptances
and to exit the bread market in Southern California by Oct. 20,
2007, as planned.

The Court will convene a hearing to consider further extension of
the Exclusive Periods on Nov. 7, 2007.

As the company indicated in its exclusivity motion and arguments
to the Court, it still believes that IBC's best alternative for
maximizing value for all of its stakeholders is to emerge from
bankruptcy as a stand-alone company.  However, to meet its
fiduciary responsibility to all of its constituents, the company
has determined it necessary to use this 30-day period to pursue
all other alternatives for maximizing the value of its bankruptcy
estates, including a potential sale of the company in its entirety
or in a series of transactions.

The company said it was disappointed that, to date, it has been
unable to reach alignment with the International Brotherhood of
Teamsters on its business plan.

"We continue to believe the best alternative for saving 25,000 IBC
jobs and meeting our fiduciary responsibility for maximizing
recovery for our creditors is to reach a mutually acceptable
agreement with the Teamsters that enables rational financing to
fund our business plan," Chief Executive Officer Craig Jung said.  
"However, time is running out.  Our current debtor-in-possession
financing agreement expires on Feb. 9, 2008.  Bottom line, if the
Teamsters want to help save our company and its members' jobs,
they need to move quickly."

As reported in the Troubled Company Reporter on Oct. 1, 2007, IBC
reached an agreement with the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union leadership on
Sept. 28, 2007.  The agreement is currently being voted on for
ratification by the local unions across the country.

"The management team and I regret that we have not achieved the
changes we needed with the Teamsters that would allow IBC to
emerge as a stand-alone company prior to today's hearing,” Mr.
Jung said.

"While we negotiated hard to win critical modifications to our
collective bargaining agreements that would have created
sustainable competitive advantage and, at the same time, provided
good jobs at good pay to our employees, our focus now must be on
maximizing value of the bankruptcy estate, recognizing that other
alternatives may not protect our employees' jobs or benefits," Mr.
Jung said.

Mr. Jung added that IBC was committed to putting in place a broad
process to evaluate all available alternatives while day-to-day
business activities continue.  He emphasized that throughout this
process normal operations will continue uninterrupted in order to
protect the value of the company, its assets and brands during the
bankruptcy, and reiterated that the company stands ready to
negotiate a mutually acceptable agreement with the Teamsters.

           Parties Balk at Excl. Period Extension Plea

JPMorgan Chase Bank, N.A. and the Official Committee of Unsecured
Creditors of the Debtors had asked the Court to limit any
extension of the Debtors' exclusive periods to file and solicit
acceptances of a Chapter 11 plan.

Lisa A. Epps, Esq., at Spencer, Fane, Britt & Browne, LLP, in
Kansas City Missouri, on behalf of JPMorgan, told the Court that
the Debtors' request for an extension of exclusivity to finalize
any real, viable plan funding proposals, or if all else fails,
develop a comprehensive plan to sell their businesses, should not
go beyond Oct. 31, 2007.

JPMorgan serves as agent for the prepetition secured lenders under
an April 2002 Amended and Restated Credit Agreement among
Interstate Bakeries Corporation and Interstate Brands Corporation
as borrowers.  The Debtors' obligations under the prepetition
credit agreement currently total $539.6 million, plus $30 million
of unpaid default rate interest.

"October 31 is as late as that can be, and all will be served if a
strategy has been made before that day arrives," Ms. Epps said.

The prepetition lenders have accommodated the Debtors in their
efforts to reorganize their businesses, and in doing so have
allowed the Debtors and all the junior constituencies -- unsecured
creditors and equity holders -- more than ample time to develop a
viable business plan, find suitable debt and equity financing to
fund the business plan and confirm a chapter 11 plan, Ms. Epps
informed the Court.

Ms. Epps contended that the Debtors continue to operate with
negative cash flow as they have for the past three years, and
there are neither sufficient non-core assets to liquidate nor
enough surplus working capital to support a bleeding business.

The prepetition lenders' interests have become precarious; further
deterioration and consumption of the secured lenders' collateral
would compromise the adequate protection of those interests and
require affirmative remedial relief, Ms. Epps added.

"[T]he Debtors need to stop chasing the ghosts of unfinanced plan
alternatives and focus on what is real.  It is past time for the
Debtors to adopt a rational sense of value -- based on concrete
proposals," Ms. Epps said.

Ms. Epps added that the Prepetition Lender Steering Committee will
actively oppose a plan predicated on an equity commitment that is
contingent on exit financing, hence it would be irresponsible for
the Debtors to move forward on that basis as it raises the
likelihood that the Prepetition Lenders' claims will be impaired.

The Prepetition Lender Steering Committee is comprised of
JPMorgan, McDonnell Investments, The Quadrangle Group and Silver
Point Capital.  The Prepetition Lender Steering Committee
collectively represents not less than 42% of the Prepetition
Credit Agreement obligations.

The Creditors Committee, on the other hand, has been involved in
ongoing discussions with the Debtors concerning the parameters,
terms, and progress of the Debtors' proposed process to solicit
exit financing and an equity infusion from third parties to assist
the Debtors in funding their business plan.

Despite the parties' ongoing discussions, the Debtors have
precluded the Creditors Committee from engaging in any discussions
with potential investors, Scott Cargill Esq., at Lowenstein
Sandler, PC, in Roseland, New Jersey, told the Court on behalf of
the Committee.

Notwithstanding repeated requests by the Creditors Committee, the
Debtors have refused to solicit interest from potential strategic
investors, Mr. Cargill added.

The Creditors Committee understands that the Debtors intended to
conclude the Solicitation Process on a timetable that will permit
the Debtors to confirm and effectuate a chapter 11 plan prior to
the Feb. 9, 2008, the maturity date of the Debtors' post-petition
financing facility with the Debtors' DIP lenders, Mr. Cargill
explained.

The timeline imposed by the DIP lenders gives the Debtors
approximately 120 days to:

   (a) reach agreements with all necessary constituents,
       including the labor unions, to allow for the
       implementation of the business plan;

   (b) identify, negotiate, and secure approval of a bid from an
       investor to provide the necessary funding;

   (c) propose and confirm a plan of reorganization; and
  
   (d) implement the plan.

If the Debtors are unable to achieve any one of the four
requirements in the next four months, the Debtors will be forced
to consider and act upon other alternatives, the most likely of
which maybe a rushed sale of the Debtors' businesses.


According to Mr. Cargill, any further extension of the Debtors'
exclusivity periods must be conditioned upon the Debtors'
immediate solicitation of Strategic Investors to ensure that all
possible plan alternatives are fully explored.

In a short time frame, the Debtors must be required to solicit
interest from both financial investors and strategic investors who
may be interested in purchasing all or parts of the Debtors'
business, Mr. Cargill says.

The Debtors have spent months in an effort to attract a financial
investor, but the Debtors have failed to solicit strategic
investors despite the Creditors Committee's repeated requests
dating back to June 2007, Mr. Cargill explains.  He adds that that
the Debtors will include strategic investors in the Solicitation
Process only after they have identified a financial investor.

"Unless the Debtors immediately include Strategic Investors in the
Solicitation Process, the Debtors will virtually ensure that
Strategic Investors will not have any meaningful opportunity to
become involved in the Solicitation Process, perform due
diligence, and propose a transaction that will lead to a feasible
plan," Mr. Cargill says.

In addition, the Debtors must be directed to exclude the
Communication Restriction from all future Confidentiality
Agreements, Mr. Cargill says.

The Debtors have required potential investors interested in the
Solicitation Process to execute a confidentiality agreement.  The
agreement currently contains a provision that forbids a potential
investor from having any discussions with any third parties,
including the Creditors Committee and its advisors, about
information concerning the Debtors.

The Creditors Committee represents one of the largest constituents
in the Debtors' cases, and potential investors should not be
prohibited from communicating with the Committee, Mr. Cargill
argues.

"The elimination of the Communication Restriction as it relates to
the Committee will have no detrimental effect on the Solicitation
Process.  On the other hand, allowing the Committee to engage in
communications with potential investors will promote the
fundamental goal of creditor participation in the plan formation
process," Mr. Cargill tells the Court.

                      Teamsters Objects

The Teamsters had also asked the Court to deny the Debtors'
request to extend exclusive periods.

"Because the [Debtors have] an exclusive privilege of [six] months
during which others may not file a plan, a court's decision to
grant an extension should be based on a showing of some promise of
probable success [for reorganization]," Frederick Perillo, Esq.,
at Previant, Goldberg, Uelmen, Gratz, Miller & Brueggeman, s.c.,
in Milwaukee, Wisconsin, argued on behalf of the International
Brotherhood of Teamsters.

The Debtors' estimate of their chance of success is speculative,
Mr. Perillo said.

Mr. Perillo pointed out that the bulk of the progress the Debtors
detail was completed more than a year ago.  Little progress has
occurred since.  Furthermore, the current relationship between the
Debtors and the Teamsters suggest that even less progress will
occur during any future extension, Mr. Perillo told the Court.

The Teamsters, which represent roughly 10,000 of the Debtors'
current workforce of 25,000, related that the Debtors are single-
mindedly pursuing an unobtainable business model.  The new model,
the union said, is marred by significant flaws:

   -- Management has sought over the last several months to pay
      itself ever increasing bonuses and generous wage packages
      at the same time that it seeks unprecedented concessions
      from its unionized workers;

   -- Management's new plan contemplates paying increases to non-
      union workers from the "savings" generated by paying union
      workers less;

   -- Management requires that all contracts be ratified no later
      than Sept. 30, 2007.  Given that it took roughly 18 months
      to ratify the initial concessions, this demand, made
      in August 2007, is wholly unrealistic;

   -- Management wants to use a delivery model that has not been
      tested successfully by any major operator in the baking
      industry, union or non-union;

   -- Management has presented a large number of wholly non-
      economic proposals of no conceivable benefit to a
      reorganization, including waivers of the future right to
      bargain, requirements that Teamsters act as strikebreakers
      in other entities' labor disputes, elimination of
      successorship clauses which protect workers in the event of
      sale of the business, and limitations on what matters can
      be arbitrated under collective bargaining agreements; and

   -- Management wants authority to eliminate the jobs of all
      Teamsters in its sole discretion -- by replacing them with
      outside contractors, common or contract carriers, part-time
      employees, and by any other means.

The Teamsters noted that the Debtors have been singularly
inflexible in their discussions with the union, refusing to
consider or rejecting out-of-hand every suggestion made by the
Teamsters, and reiterating at every meeting held since June 14,
2007, that only complete, unequivocal acceptance of every term
demanded by the Debtor without modification will be considered.

The Teamsters also related that the Debtors have required
potential investors to sign a confidentiality agreement that
prohibits the investors from speaking to the labor unions or the
official committee of unsecured creditors.

Mr. Perillo said the Teamsters presented two major investors --
One Equity Partners, a firm affiliated with J.P. Morgan, and the
Yucaipa Companies -- but neither has been considered seriously by
the Debtors because both would not sign an agreement prohibiting
them from speaking with the labor unions.

Mr. Perillo also noted that the Debtors' announcement to close
their Southern California profit center exacerbates the Debtors'
delicate financial condition, and will negatively impact the value
of their business in the event of a sale due to the deterioration
of their national brand.  Moreover, the impasse on negotiations
has worried retail stores, and the Debtors' sans souci response in
the press that they will simply liquidate has not given these
entities -- other than the competitors -- any comfort.

Extending the exclusivity period, Mr. Perillo asserted, would have
a detrimental effect on creditors and other interested parties and
further increase the amount of time it will ultimately take to
resolve the case matter, if it can be resolved.

The Debtors' assertion that their combined bankruptcy cases are
large and complex no longer provides good cause to extend the
exclusivity period, according to Mr. Perillo.

"Like a beached whale, these large Debtors are going nowhere,"
Mr. Perillo said.

The Debtors have no ideas but to threaten to liquidate as the
alternative take-it-or leave-it offer to labor that cannot be
ratified in time to satisfy their lenders, Mr. Perillo asserted.

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


IPOFA WEST OAKS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: IPofA West Oaks Mall, L.P.
             10800 Midlothain Turnpick, Suite 309
             Richmond, VA 23235
             Tel: (540) 510-3011

Bankruptcy Case No.: 07-33649

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        IPofA West Oaks LeaseCo                    07-33650
        IPofA WOM Master LeaseCo, L.P.             07-33651

Type of business: The Debtors own and manages real estate.

Chapter 11 Petition Date: October 2, 2007

Court: Eastern District of Virginia (Richmond)

Debtors' Counsel: Richard D. Scott, Esq.
                  LeClair Ryan
                  1800 Wachovia Tower, Drawer 1200
                  Roanoke, VA 24006
                  Tel: (540) 777-3067
                  Fax: (540) 510-3050

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
IPofA West Oaks Mall, L.P.  More than              $1 Million to
                            $100 Million           $100 Million

IPofA West Oaks LeaseCo,    $1 Million to          $1 Million to
L.P.                        $100 Million           $100 Million

IPofA WOM Master LeaseCo,   $1 Million to          $1 Million to  
L.P.                        $100 Million           $100 Million

The Debtors did not file lists of their 20 largest unsecured
creditors.


JOURNAL REGISTER: Weakening Financial Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Journal Register Co. to 'B+'
from 'BB-'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on June 29, 2007.  The
rating outlook is negative.
      
"The rating downgrade reflects the company's weakening financial
profile, with deteriorating profitability and cash flow generation
due to declining newspaper advertising revenue," said Standard &
Poor's credit analyst Emile Courtney.
     
The negative rating outlook is based on our expectation that
Journal Register will continue to experience operating challenges
over the near-to-intermediate term.  In addition, even though the
company is currently in compliance with financial covenants in its
senior secured credit facility, it will likely need to obtain
amendments to covenants by the March 2008 quarter, when the
covenants begin to tighten.  At July 1, 2007, Journal Register had
about $675 million in total debt, adjusted for operating leases
and debt-like unfunded pension and postretirement obligations.
     
The rating on Journal Register reflects the Yardley, Pa.-based
company's heavy debt levels, its moderate-size cash flow base, and
a challenging newspaper advertising climate.  The company is a
newspaper publisher with 22 daily newspapers, about 346 non-daily
publications, and related Internet operations.  Operations are
clustered in six regions-–Greater Philadelphia, Michigan,
Connecticut, Greater Cleveland, and the Capital-Saratoga and Mid-
Hudson regions of New York.


LABRANCHE & CO: Moody's Cuts Senior Unsecured Rating to B2
----------------------------------------------------------
Moody's Investors Service downgraded LaBranche & Co Inc.'s senior
unsecured rating to B2 from B1.  This concludes the rating review
period commenced on June 15, 2007.  The rating outlook is now
stable.

The review, which began following the company's decision to not
take advantage of a call opportunity on its $200 million 2009
notes in May 2007, focused on evaluating what others steps, if
any, the company intended to take to reduce its high debt burden.  
On July 9, LaBranche announced that it had initiated a review of
strategic alternatives for enhancing stockholder value.

It is not clear when this review will be concluded and what, if
any, impact its outcome will have on the company's capital
structure.  Moody's believes that LaBranche's bondholders are
relatively well protected by the provisions included in its debt
indentures including the bondholders being entitled to full
repayment of all senior indebtedness in the event of a change of
control, as well proceeds from any major asset sales.

LaBranche's operating performance for the first six months of 2006
has continued to deteriorate and its long-term business prospects
remain uncertain, Moody's said.  Although the company has been
reducing expenses, earnings have continued to decline, given
diminishing participation rates and profit opportunities for all
specialists, including LaBranche.  As a result, as of June 30,
2007, LaBranche's cash-flow leverage has increased to 7.7x, while
interest coverage, excluding certain one-time costs, is thin at
1.3x, prompting today's downgrade.  Although these credit metrics
are weak even for the B2 rating, the rating is supported by
LaBranche's well-capitalized and liquid balance sheet.

               What Could Move the Rating Up?

Moody's sees limited prospects of upward rating potential, though
substantially improved cross-cycle profitability, cash-flow
generation and reduced earnings volatility would be positive for
the firm's credit standing.

              What Could Move the Rating Down?

Moody's views LaBranche's rating as relatively well-positioned.
However, if interest coverage falls below 1x, and the company's
cash position starts getting depleted, this would reduce the
positive effect of LaBranche's well-capitalized balanced sheet.
Consequently, if occurring over several quarters, this would exert
negative pressure on the rating.

LaBranche & Co Inc. is a holding company whose LaBranche & Co. LLC
subsidiary is one of the oldest (founded in 1924) and largest
specialist firms on the New York Stock Exchange.  The company
ranks as the NYSE's #1 specialist by share volume traded and
dollar volume traded.  LaBranche is also the parent of LaBranche
Structured Holdings Inc., whose subsidiaries are specialists and
market-makers in options, exchange-traded funds and futures.  As
of June 30, 2007, LaBranche reported total assets and common
equity of $5.3 billion and $503 million, respectively.


LAIDLAW INT'L: Loan Termination Cues Moody's to Witdraw Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew all of its ratings of Laidlaw
International Inc.

The withdrawals follow the termination of Laidlaw's senior secured
credit facilities upon the closing on Oct. 1, 2007 of its sale to
FirstGroup PLC (not rated).

Withdrawals:

Issuer: Laidlaw International Inc.

   -- Corporate Family Rating, Withdrawn, previously rated Ba2

   -- Probability of Default Rating, Withdrawn, previously
      rated Ba3

   -- Speculative Grade Liquidity Rating, Withdrawn, previously
      rated SGL-2

   -- Senior Secured Bank Credit Facility, Withdrawn,
      previously rated Ba1, 26 - LGD2

Outlook Actions:

Issuer: Laidlaw International Inc.

   -- Outlook, Changed To Rating Withdrawn From Stable

Laidlaw International Inc., headquartered in Naperville, Illinois,
has been the leading provider of outsourced school bus services in
the US and Canada; and the 100% owner of Greyhound Inc., North
America's largest provider of inter-city passenger bus services.  
Laidlaw also provides para-transit services to many U.S.
municipalities through its public transit segment.


LANDRY'S RESTAURANTS: Paying $0.05/Share Dividend on October 25
---------------------------------------------------------------
Landry's Restaurants Inc. has declared its cash dividend for the
quarter ended Sept. 30, 2007, payable to stockholders of record
Wednesday, Oct. 10, 2007.  The dividend, in the amount of $0.05
per share, will be payable Thursday, Oct. 25, 2007.

Headquartered in Houston, Texas, Landry's Restaurants Inc. (NYSE:
LNY) -- http://www.landrysrestaurants.com/-- is a diversified  
restaurant hospitality and entertainment company principally
engaged in the ownership and operation of full-service, casual
dining restaurants, primarily under the names of Rainforest Cafe,
Saltgrass Steak House, Landry's Seafood House, The Crab House,
Charley's Crab and The Chart House.  Its portfolio of restaurants
consists of an array of formats, menus and price points that
appeal to a wide range of markets and customer tastes.  It offers
concepts ranging from upscale steak and seafood restaurants to
casual theme-based restaurants.  The company is also engaged in
the ownership and operation of select hospitality businesses,
including hotel and casino resorts that provide dining, leisure
and entertainment experiences.  

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Standard & Poor's Ratings Services raised its ratings on Landry's
Restaurant Inc.  The corporate credit rating was raised to 'B'
from 'CCC', and the ratings were removed from CreditWatch, where
they were placed with developing implications on July 25, 2007.   
The outlook is stable.


LIBERTY ELECTRIC: Moody's Rates $335 Million Loans at (P)Ba3
------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating with a stable
outlook to Liberty Electric Power LLC's $300 million first lien
term loan and $35 million traditional working capital facility.

According to Moody's analyst Aaron Freedman, "the rating reflects
the borrower's moderate leverage, which is offset by a high degree
of cash flow certainty for the first half of the loan term and the
strength of the wholesale power market in which the facility is
located."

Proceeds of the first lien facilities will be used to repay
existing debt of $235 million, cash fund a $13 million debt
service reserve, and make a $39 million distribution to equity.
The working capital facility will be available for both working
capital and letters of credit.  The loans are secured by a first
priority interest in all the assets and capital stock of borrower.  
In conjunction with the current transaction, Liberty's parent,
Liberty Electric PA 2 LLC is also contemplating the issuance of
about $75 million of unsecured mezzanine PIK notes, the proceeds
of which would be used to make an additional distribution to
equity.

The Ba3 rating considers these specific credit factors:

   1. Highly predictable cashflows for first half of loan term,
      supported by a 39-month hedge for 95% of the plant's
      capacity and PJM's recent capacity market redesign.
      However, this is offset by the absence of hedging in the
      second half of the loan term.  While the capacity market
      redesign is expected to help stabilize an important
      source of revenue after the expiration of the hedge and
      cashflows should be sufficient to service debt, there
      remains a degree of uncertainty regarding the level of
      capacity payments in the medium-term.

   2. Moderate leverage reflected in relatively robust
      projected financial metrics.  Due to the 100% cash sweep,
      about 35% of 1st lien debt is projected to repaid during
      the term of the hedge.

   3. Debt is expected to be substantially paid down by loan
      maturity even if merchant period energy revenues fall
      somewhat below relatively optimistic projections.

   4. The project is wholly exposed to a single wholesale power
      market.  This lack of diversification is offset by the
      strength of the PJM East market resulting from its low
      reserve margins and high barriers to entry, which are
      forecast to result in steady improvements in dispatch
      rates for this efficient unit.

   5. Single-asset operating risk and limited operating history
      are mitigated by the use of proven technology together
      with an outage insurance policy.

   6. Increasing construction costs expected to support stable
      capacity pricing and high collateral valuations.

   7. Current ownership and management team bring significant
      experience and stability to a project with a somewhat
      turbulent history.

   8. Strong project finance lender protections, including a
      cash-funded debt service reserve and a 100% cash sweep.

This provisional rating is based upon Moody's current
understanding of the proposed terms and conditions of the
transaction and is subject to our receipt and review of final
documentation.

Liberty is a 568 MW (winter capacity) combined-cycle gas turbine
located 10 miles from downtown Philadelphia in the PJM East
market.  The 2x1, water-cooled facility, which utilizes GE 7FA
technology and has a full-load heat rate of about 7,000 MMBtu
(excluding duct burners), commenced operations in 2002. Liberty is
a wholly-owned indirect subsidiary of an investment fund managed
by Strategic Value Partners, which currently oversees interests in
over 8,500 MW of US generation assets.


LINENS 'N THINGS: Fitch Junks Issuer Default Rating
---------------------------------------------------
Fitch Ratings has downgraded its ratings on Linens 'n Things, Inc.
as:

  -- Issuer Default Rating to 'CCC' from 'B-';
  -- Asset-based revolver to 'B-/RR2' from 'B+/RR2';
  -- Senior secured notes to 'CCC-/RR5' from 'CCC/RR6'.

The Rating Outlook is Stable.  Approximately $1.35 billion of debt
is affected by these actions.

The downgrades reflect LIN's continued weak operating performance
which has resulted in worsening credit metrics and negative cash
flow generation as well as the challenging operating environment
and intense competition from other specialty retailers,
discounters and department stores in the home furnishings segment.  

As a result, the company is dependent on favorable business and
market conditions to meet its financial commitments as it carries
out the lengthy process of re-positioning the business.  These
concerns are balanced by the adequate near-term liquidity
available to meet the company's capital and debt service
requirements, its #2 market position in the home furnishings
market and its strong brand recognition.

In the past one and a half years, management has implemented a
number of merchandising and marketing initiatives to turn around
LIN's business.  While some of the initiatives have gained
traction, the company has continued to report weak operating
results.  In the first half of 2007, comparable store sales
declined 6.3% and operating margin fell 240 basis points to -8.8%
compared to the first half of 2006.  Given the company's weak
financial results, LIN has continued to have negative free cash
flow and credit metrics have deteriorated.

In the last twelve months ending June 30, 2007, total adjusted
debt/EBITDAR was 9.8 times compared to 8.6x in 2006.  LTM
coverage, defined as EBITDAR/interest expense plus rent, decreased
slightly to 0.9x from 1.0x.

In addition, as a result of the company's negative LTM free cash
flow generation of $111 million, LIN is using external funding, in
the form of its $700 million asset-based revolving credit
facility, to fund its operations.  While Fitch expects LIN will
have adequate near-term liquidity, mainly from the $219 million
available under its credit facility as of June 30, 2007, Fitch
remains concerned about the company's longer-term liquidity
position.

Going forward, the company's sustainability is dependent on
favorable business and market conditions, which Fitch views as a
concern in light of the soft demand for home furnishings as well
as the lengthy process of LIN's turnaround.  As a result, Fitch
does not expect LIN to produce positive cash flow in the near to
medium term.  However, the company is currently in the second half
of the first phase of a three-phase turnaround plan which Fitch
expects will improve the company's operating performance over
time.  In addition, the company's #2 market position, strong brand
recognition and enhanced product offerings should help LIN to
compete.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations in a distressed scenario.  The
recovery ratings for the asset-based revolver ('RR2', reflecting
expected recovery of 71%-90%) benefit from collateral of
inventory, accounts receivable, cash and securities.  The senior
secured floating rate notes ('RR5', reflecting expected recovery
of 11%-30%) are secured by equipment, intellectual property rights
and other intangibles which would yield below-average recovery in
a distressed case.


LONG BEACH: Moody's Reviews Low-B Ratings on Four Tranches
----------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
ratings of seven and five tranches issued by Long Beach Mortgage
Loan Trust in 2003 and 2004 respectively.  The collateral backing
each deal placed on review consists primarily of first-lien,
subprime fixed and adjustable rate mortgage loans.  

The tranches being reviewed have experienced a decrease in
available credit enhancement and the recent pace of losses in each
deal has eroded overcollateralization below its targeted level.  
This has caused the protection available to the subordinate bonds
to be diminished.

Moody's review will focus on available credit enhancement,
including overcollateralization, subordination, and excess spread
relative to expected losses.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2003-2

Review for possible downgrade:

   -- Cl. M-4, currently Baa1; on review for possible
      downgrade;

   -- Cl. M-5, currently Baa3; on review for possible
      downgrade;

Issuer: Long Beach Mortgage Loan Trust 2003-3

Review for possible downgrade:

   -- Cl. M-3, currently Baa2; on review for possible
      downgrade;

   -- Cl. M-4, currently Ba3; on review for possible downgrade;

Issuer: Long Beach Mortgage Loan Trust 2003-4

Review for possible downgrade:

   -- Cl. M-5A, currently Baa2; on review for possible
      downgrade;

   -- Cl. M-5F, currently Baa2; on review for possible
      downgrade;

   -- Cl. M-6, currently Ba2; on review for possible downgrade;

Issuer: Long Beach Mortgage Loan Trust 2004-1

Review for possible downgrade:

   -- Cl. M-9, currently Baa3; on review for possible
      downgrade;

   -- Cl. B, currently Ba2; on review for possible downgrade;

Issuer: Long Beach Mortgage Loan Trust 2004-2

Review for possible downgrade:

   -- Cl. M-6, currently Baa2; on review for possible
      downgrade;

   -- Cl. M-7, currently Baa3; on review for possible
      downgrade;

   -- Cl. B, currently Ba1; on review for possible downgrade.


LUMINENT MORTGAGE: Completes Asset Sale, Repays Lines of Credit
---------------------------------------------------------------
Luminent Mortgage Capital Inc. has completed numerous actions in
light of the changed market conditions caused by the extraordinary
disruptions that have occurred in real estate and mortgage markets
in recent months.
    
Specifically, Luminent reported:
    
   -- the company has completed the sale of assets financed by
      its asset-backed commercial paper program, and no longer
      has any outstanding commercial paper liabilities under
      its asset-backed commercial paper program;
    
   -- Luminent repaid all of its warehouse lines of credit that
      were used to finance whole loan purchases, and has no
      balances outstanding under its warehouse lines of credit;
    
   -- Luminent has either paid in full or negotiated settlement
      agreements for all but less than $25 million of disputed
      repurchase agreement liabilities;
    
   -- the company expects to cure the events of default with
      respect to its convertible senior debt upon delivery of
      an officer's certificate to the trustee.
    
   -- the company has entered into an amended and restated
      definitive credit agreement with Arco Capital Corporation
      Ltd., providing the company with a revolving liquidity
      line of credit of up to $60 million to be used to
      stabilize existing repurchase agreements, to meet
      financing maturities and to provide working capital;
   
   -- Arco has also provided a limited guarantee with regard
      to possible future excess margin deficit payments
      through the remainder of 2007 to support repurchase
      obligations we entered into as part of clearing our
      commercial paper liabilities.
    
   -- the company has reduced expenses by downsizing its work
      force, and it plans to close its San Francisco office by
      Dec. 31, 2007.
    
After signing the definitive agreement with Arco, Luminent
appointed four new members to its board of directors, who will
bring their substantial experience and expertise in the financial
sector to the company.  These are:

   a) Craig Cohen, co-founder of Proprietary Capital LLC and an
      Arco director, will serve as chairman of the board;

   b) Jay Johnston, chairman and CEO of Arco;
   
   c) Francesco Piovanetti, president and COO of Arco; and

   d) Zachary H Pashel, executive vice president and head of
      structured finance of The Chotin Group Corporation.

They succeed Gail Seneca, who resigned as chairman of the board,
and Leonard Auerbach and Donald H. Putnam, who resigned as
directors.  The company increased the total number of board
members from eight to nine.
    
"We at Arco are impressed with the ability of the company to
navigate through the difficult events of the past months,
including the precipitous decline in prime asset valuations, all
while negotiating a new infusion of capital into the company,” Jay
Johnston, CEO of Arco, said.  “Luminent's progress speaks to the
strength of CEO Trez Moore and his management team.”
    
"As a result of their hard work, we believe that Luminent is now
well-positioned to pursue the successes that characterized its
prior years' performance,” Mr. Johnston continued.  “We look
forward to working closely with Trez and his team as
part of our investment."
     
"I believe that Luminent has made tremendous progress in the past
six weeks towards stabilizing its funding sources,” Craig Cohen,
the newly appointed chairman of the board, said.  “In my opinion,
Luminent has a world-class platform and is a premier credit risk
manager in this sector.  I am delighted to be joining the board as
chairman."
    
"We have taken many steps to strengthen Luminent's financial
position and are pleased with our forward momentum,” Trez Moore,
chief executive officer, said.  “We look forward to working
together with Arco to position the company for long-term growth."

                    About Luminent Mortgage

Headquartered in San Francisco, California, Luminent Mortgage
Capital Inc. -- http://www.luminentcapital.com/-- (NYSE: LUM) is  
a real estate investment trust, or REIT.  Luminent is an asset
management company that invests in prime whole loans, U.S. agency
and other highly-rated, single-family, adjustable-rate, hybrid
adjustable-rate and fixed-rate mortgage-backed securities, which
it acquires in the secondary market.

                     Occurrence of Default

As reported in the Troubled Company Reporter on Oct. 1, 2007,
the company stated that it was unable to roll over approximately
$168 million of commercial paper financing because liquidity in
the market for commercial paper had declined.  Since Aug. 7, 2007,
eight of the company's repo lenders declared the company in
default because the company did not post margin or repurchase the
assets under various master repurchase agreements.  As a result,
repurchase transactions with an aggregate repurchase price of
approximately $1.6 billion became immediately payable.  

These declarations resulted in an event of default on the
company's convertible senior notes of $90 million, in respect
of which these notes may be declared to be immediately due and
payable.  In addition, these declarations resulted in a program
default on the company's commercial paper of $580 million, which
has been declared to be immediately due and payable.


M FABRIKANT: Files Joint Chapter 11 Plan of Liquidation
-------------------------------------------------------
M. Fabrikant & Sons Inc., its debtor-affiliate, Fabrikant-
Leer International Ltd., the Official Committee of Unsecured
Creditors, and Wilmington Trust Company delivered to the
United States Bankruptcy Court for the Southern District of
New York their joint chapter 11 plan of liquidation and an
accompanying disclosure statement explaining that plan.

The Plan provides for the liquidation of the assets of the
Debtors' estates, including the investigation and prosecution of
certain causes of action, by two liquidating trusts to be formed
pursuant to the Plan and related liquidating trust agreements.

                          Plan Funding

On May 29, 2007, the Debtors obtained Court authority to sell
certain of their inventories to Surya Capital LLC for
$10.4 million and six remaining lots of assets to Wilmington for
$38.5 million.

The Surya and Wilmington asset sale agreements closed on June 1,
2007, and July 12, 2007, respectively.

The Debtors also obtained Court approval on July 10, 2007, to
sell two life insurance policies owned by MFS for Charles Fortgang
and Marjorie Fortgang.  Each policy provided for a payment of
$4 million to MFS upon the death of each respective insured.  MFS
paid annual premiums on the Charles Fortgang policy in the amount
of $136,922 per year, and on the Marjorie Fortgang policy in the
amount of $88,087 per year.  The surrender value of each policy
was zero dollars on account of surrender charges that would have
to have been paid by the policy holder upon surrender of each
policy.

To capitalize on the policies, the Debtors hired Melville Capital,
a life settlement broker, to sell the policies.  Melville had
estimated their value at approximately $1.3 million to $1.75
million in the aggregate.  

To date, no closing on the sale of the policies has taken place.  
At first, Charles and Marjorie Fortgang, whose lives are insured
by the policies, refused to execute the necessary consents to
transfer the Debtors’ interests in the policies to the prospective
purchaser.  After negotiations among the Debtors, Charles and
Marjorie Fortgang, and the Plan Proponents, the Fortgangs agreed
to sign the necessary documentation only if the proceeds from the
sale of the policies are escrowed and that the Debtors, the
Committee and Wilmington agree not to pursue the funds in the
escrow before Sept. 15, 2007.  In an effort to facilitate the sale
of the policies and to avoid costly and potentially protracted
litigation with the Fortgangs over the issue, the Debtors and the
Plan Proponents agreed to this arrangement.

Further, under the "sweep" provisions of the Court's final order
on the Debtors' use of their lenders' cash collateral, Wilmington
has collected numerous cash sweeps throughout the course of the
Debtors' cases aggregating approximately $33,000,000.

                       Treatment of Claims

Under the Plan, holders of Administrative Ex1pense Claims,
Priority Tax Claims, Professional Fee Claims, and Other Priority
Claims will receive payments in full, in cash.

Holders of Allowed Class 3 Claims will receive any of these
alternative treatments, at the election of a shared assets
trustee:

     a) payment in full in cash;

     b) unaltered legal, equitable and contractual rights to which
        the claim entitles the holder;

     c) treatment pursuant to Section 1124(2) of the Bankruptcy
        Code; or

     d) transfer and surrender of all collateral securing the
        Claim.

Holders of Class 4 Unsecured Claims and Class 5 Unsecured Claims
will receive pro rata distribution from the proceeds of any and
all claims or causes of action of the Debtors, the estates, or the
Committee, against third parties.

Claims under both classes will also receive pro rata distribution
from the proceeds of any claims and causes of action of the
Debtors, the estates, or the Committee against the Debtors'
original lenders, which include ABN Amro Bank N.V., Antwerpse
Diamantbank N.V., and Bank of America, N.A.  

Holders of Current Lender Claims will receive pro rata
distribution from the proceeds of any and all claims or causes
of action of the Debtors, the estates, or the Committee, against
third parties.

The current lenders are successors in interest to the original
lenders under an intercreditor agreement dated Jan. 13, 2006,
among the original lenders and JPMorgan Chase Bank, N.A. as
collateral agent.

The current lenders would ordinarily be entitled to assert a claim
for adequate protection arising out of the use of their cash
collateral throughout the course of the Debtors' cases.  However,
the Plan settles the adequate protection claim by:

   -- providing for priority payment in full of all professional
      fees and expenses incurred by Wilmington, on behalf of the
      Current Lenders, throughout the course of the Debtors'
      cases; and

   -- payment out of the net proceeds of a shared assets trust.

Class 6 Claims, which consists of all interests in any of the
Debtors, and all claims arising from rescission of a purchase or
sale of those interests, or for damages arising from a purchase or
sale, are not entitled to any distribution under the Plan.

A full-text copy of the Joint Chapter 11 Plan of Liquidation is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=071003212249

A full-text copy of the Disclosure Statement explaining that Joint
Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=071003212044

                     About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed estimated assets and debts of
more than $100 million.


MANARIS CORP: Raymond Chabot Raises Going Concern Doubt
-------------------------------------------------------
Montreal, Canada-based Raymond Chabot Grant Thornton LLP raised
substantial doubt about Manaris Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor pointed
to the company's significant losses since inception and reliance
on non-operational sources of financing to fund operations.

                           Financials

For the year ended June 30, 2007, the company reported a
$2,370,754 net loss on $18,740,561 of revenues, as compared with
an $11,902,443 net loss on $10,498,505 of revenues for the year
ended June 30, 2006.

At June 30, 2007, the company's balance sheet showed $18,193,489
in total assets, $9,458,397 in total liabilities, $23,193 in non-
controlling interest, and $8,711,899 in total stockholders'
equity.

                        Subsequent Events

a) Departure of President of Subsidiary Company

On July 16, 2007, the company announced the departure of the
president of Avensys Inc.  The company will accrue approximately
$212,000 of salary expense and $64,684 in stock-based compensation
expense in the first quarter of fiscal 2008 as a result of a
mutually agreed upon severance agreement.  As part of the
Agreement, the former president has 90 days from the date of the
Agreement to exercise all vested stock options granted to him in
prior periods.

b) Cashless Exercise of Series G and Series I Warrants

In August 2007, the holders of Series G and Series I warrants
exercised, on a cashless basis, 2,653,845 warrants, respectively,
resulting in the issuance of 2,709,090 common shares.  The
exercise price of the Series G and Series I warrants, on a
cashless basis, was $0.052.  The contractual provisions of the
Series G warrants stipulate that for each warrant exercised, a new
Series K warrant will be issued carrying an exercise price of
$0.70.  Therefore, as a result of the exercise of 2,653,845 Series
G warrants, 2,653,845 Series K warrants were issued to the same
holders of such warrants. There remains 1,144,131 Series G and
Series I warrants outstanding.

c) Employee Stock Plan

On Aug. 21, 2007, the company filed an S-8 with the Securities and
Exchange Commission establishing an Employee Compensation Plan.  
The Plan is designed to retain employees, consultants, advisors
and professionals and reward them for making major.  These
objectives are accomplished by making long-term incentive awards
under the Plan, which will provide participants with a proprietary
interest in the growth and performance of the company.  The
Company registered 4,000,000 common shares under the Plan.

d) Amended and Restated 2006 Non Qualified Stock Option Plan

On Sept. 5, 2007, the 2006 Non Qualified Stock Option Plan was    
amended and restated to augment the Plan by 5,000,000 stock   
options.

e) Redemption of Series B Notes and Series B Original Issue
   Discount Notes

During the first quarter of fiscal 2008, the company redeemed its
Series B Subordinated Secured Convertible Promissory Notes and its
Original Issue Discount Series B Subordinated Secured Convertible
Promissory Notes, both originally due Feb. 11, 2009.

Under an arrangement with a majority of the holders of the Notes,
the company also redeemed half of the associated Series Y and
Series Z Warrants previously issued in August 2006 and November
2006 relating to the redeemed Notes.

The total purchase price for the redemption of the Notes and half
of the Warrants was $3.4 million.

The remaining half of the Warrants that are retained by the
holders of the Notes will have their exercise prices reduced to
and fixed at $0.11 per share, with no further ratchet or anti-
dilution provisions.

In connection with the redemption of the Notes, the company
received a $3.4 million secured loan facility from Imperium Master
Fund, LTD.

The terms of the loan facility state that interest will be paid by
the company on the unpaid principal amount at an annual rate equal
to 8.5%.  It was the intention of the company and Imperium Master
Fund to replace the secured loan facility with a comprehensive
refinancing to facilitate a capital restructuring that will
provide the company with additional working capital and credit
facilities.

On Sept. 24, 2007, the company entered into a Securities Purchase
and Loan Agreement with Imperium Master Fund for the sale of a 6%
Original Issue Discount Senior Secured Convertible Note in the
amount of $4,708,900.

The principal value and the gross proceeds of the Convertible Note
is $4,000,000.  The gross proceeds will be used to repay the
secured loan facility, with the balance of funds to be used for
working capital purposes.

The Convertible Note matures on Sept. 24, 2012, and the original
principal amount is convertible into common shares of the company
at a conversion price of $0.11.

The principal value will accrete to the value of the Convertible
Note over a two-year period and will subsequently accrue interest
at 6%.

Monthly installments of principal and interest will be payable
commencing after the second year up to the maturity date.  The SPL
Agreement also provides the holder of the Convertible Note with a
Warrant to purchase up to 20,276,190 shares of the company's
outstanding common stock on a fully diluted basis.

On Aug. 22, 2007, the company issued to the holder of the
Convertible Note a Warrant to purchase up to 5% of the company's
outstanding common stock on a fully diluted basis.  In addition,
the SPL Agreement provides the company with a $2,500,000 Working
Capital Facility.

In connection with the redemption of the Notes, the company will
record a non-cash charge of approximately $1.4 million in the
first quarter of fiscal 2008.

A full-text copy of the company's annual report is available for
free at http://ResearchArchives.com/t/s?23f6

Manaris Corporation -- http://www.manariscorp.com/-- through its  
two wholly owned subsidiaries, offers risk mitigation solutions.  
C-Chip Technologies (North America) specializes in the high-tech
sector of the security industry, offering technology that allows

business users to access, control, manage and monitor remote
assets at low cost.  Avensys, Inc., enables businesses to monitor
different types of environments, including air, soil and water, as
well as buildings and materials. Avensys also produces fiber optic
components and sensors.


MARCAL PAPER: Amends Plan of Reorganization; To Sell Assets
-----------------------------------------------------------
Marcal Paper Mills Inc. has filed its intent to proceed with an
amended plan of reorganization and sale process with the United
States Bankruptcy Court for the District of New Jersey.
    
"After expending a considerable amount of time and effort
exploring various restructuring alternatives, we have concluded
that a sale of the company as part of a plan of reorganization -
while we continue to operate in the ordinary course of business -
is the best way for us to provide continuing employment to our
loyal people, ensure our ongoing relationships with our many
valued customers and vendors, and maximize value for the benefit
of our creditors," Nicholas Marcalus, company chairman and CEO,
said.
    
Pending the submission of the anticipated amended plan, the
company and its investment banker, NatCity Investments Inc., will
proceed with an orderly and efficient sale process with the object
to close a transaction by year end.
    
"Importantly, our company's operations will continue in the
ordinary course of business with funding from our DIP lenders,”
Mr. Marcalus added.  “This will ensure the continued employment of
our dedicated employees, payment of all of our post-petition
obligations and high-quality service to our customers.  
Unfortunately, the tightening of the credit markets and inability
to meet certain closing conditions under the existing plan of
reorganization requires the company to pursue an alternative
strategy for the best interests of all stakeholders."
    
                   About Marcal Paper Mills
    
Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth  
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MELVA HUFF: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Melva Dell Huff
        6644 Summertrail Place
        Highland, CA 92346

Bankruptcy Case No.: 07-16082

Chapter 11 Petition Date: October 2, 2007

Court: Central District Of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Michael Sacks, Esq.
                  Law Office of Michael Sacks
                  1894 Commercenter West, Suite 108
                  San Bernardino, CA 92408
                  Tel: (909) 381-9321
                  Fax: (909) 890-5991

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                Bank Loan               $3,044
Florence, SC 29501


MERIDIAN AUTOMOTIVE: Judge Walrath Closes Chapter 11 Cases
----------------------------------------------------------
The Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware entered a final decree closing the Chapter 11
cases of Meridian Automotive Systems-Composites Operations, Inc.,
and its eight debtor-affiliates:

  Case No.   Debtor Entity
  --------   -------------
  05-11168   Meridian Automotive
             Systems-Composites Operations, Inc.

  05-11169   Meridian Automotive Systems, Inc.

  05-11170   Meridian Automotive
             Systems-Angola Operations, Inc.

  05-11171   Meridian Automotive
             Systems-Construction, Inc.

  05-11172   Meridian Automotive
             Systems-Detroit Operations, Inc.

  05-11173   Meridian Automotive
             Systems-Grand Rapids Operation Inc.

  05-11174   Meridian Automotive
             Systems-Heavy Truck Operations Inc.

  05-11175   Meridian Automotive
             Systems-Shreveport Operations, Inc.

  05-11176   Meridian Automotive
             Systems-Mexico Operations, LLC

Judge Walrath said the Reorganized Debtors may terminate the
services of The Trumbull Group without further Court order or
notice to any party other than Trumbull.  Trumbull will prepare
final claims register for the Bankruptcy Clerk's Office pursuant
to Rule 156(c) of the Judiciary and Judicial Procedures Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth Amended
Reorganization Plan on Dec. 6, 2006.  The company emerged from
chapter 11 protection on Dec. 29, 2006. (Meridian Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Claims Objection Deadline Extended to Dec. 3
-----------------------------------------------------------------
The Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware extends the deadline by which Reorganized
Meridian Automotive Systems Inc. and will file objections to
claims until Dec. 3, 2007.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth Amended
Reorganization Plan on Dec. 6, 2006.  The company emerged from
chapter 11 protection on Dec. 29, 2006. (Meridian Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: Moody's Assigns Low-B Ratings on Six Certs.
----------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
securities issued by Merrill Lynch Financial Assets Inc. Series
2007-Canada 23:

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


MGM MIRAGE: Discloses Management Changes at Resorts
---------------------------------------------------
MGM MIRAGE disclosed several major personnel changes and
promotions at the company's resorts.  These executive moves were
made in preparation for the November 2009 opening of CityCenter,
the company's $7.4 billion mixed-use development on the Las Vegas
Strip.

"Our company disclosed the promotion of eight key individuals
whose contributions and leadership skills will be key to our
company's continued success," Terry Lanni, chairman and CEO of MGM
MIRAGE, said.  "We are very fortunate to have such highly
qualified people in our company, each of whom possesses the vast
experience required to lead our dynamic resorts, as well as our
industry.  These professionals enjoy our confidence as they assume
their new positions and begin to address the new opportunities of
the future."

Bill McBeath has been named president and chief operating officer
of the new 4,000-room resort and casino at CityCenter, scheduled
to open in November 2009.  Mr. McBeath will also oversee the Vdara
Condo Hotel at CityCenter.  Mr. McBeath has served as president of
Bellagio since February 2005.  

He graduated from the University of Nevada, Las Vegas with a
Bachelor of Science degree in Hotel Administration before joining
the company in 1987.  In 1998, he was promoted to president and
chief executive officer of Treasure Island and was named president
and chief operating officer of The Mirage in 2000.

Randy Morton has been named president and chief operating officer
of Bellagio.  Mr. Morton joined MGM MIRAGE in 2000 as vice
president of hotel operations for Bellagio, where he led the
property to receive the prestigious AAA Five Diamond Award from
2002 to 2005.  Under his direction, Bellagio became the first Las
Vegas casino-hotel and the largest hotel ever to receive this
award.

Most recently, as president of Monte Carlo Resort, Mr. Morton
managed several high profile enhancements to the property,
including the new Diablo's Cantina.  Mr. Morton is a graduate of
George Brown College in Toronto, Canada.

Anton Nikodemus has been promoted to president and chief operating
officer of Monte Carlo Resort & Casino.  Mr. Nikodemus served as
senior vice president of hotel operations for Bellagio where he
had executive oversight of the hotel division, food & beverage
division, entertainment and engineering.

He joined MGM MIRAGE in 2005 as Senior vice president of hotel
operations for MGM Grand, playing an instrumental role in
establishing the property as a AAA Four Diamond resort in 2007,
achieving this status for the first time in its 13-year history.  
Mr. Nikodemus is a graduate of Arizona State University with a
Bachelor of Science degree in Business Management and Marketing.

In their new positions, Mr. McBeath, Mr. Morton and
Mr. Nikodemus will all report to Bobby Baldwin, chief design and
construction officer for MGM MIRAGE and president and CEO of
CityCenter.

Jon Corchis has been named sr. vice president and chief financial
officer of the resort and casino at CityCenter.  Mr. Corchis
recently served in the same position at Bellagio.  He has been
with the company since 1993, holding positions at The Mirage, Beau
Rivage and Bellagio.  Mr. Corchis holds a Bachelor of Science in
Finance from the University of Detroit and an MBA from the
University of Nevada, Las Vegas.  Mr. Corchis will report to Bill
McBeath.

Mike Longi has been named vice president and chief financial
officer at Bellagio.  Mr. Longi began his career with MGM MIRAGE
in 1989 and has worked in positions at the Golden Nugget, Las
Vegas; Treasure Island and The Mirage, where he served recently as
vice president and CFO.  He is a CPA and holds Bachelor of Science
degree in Business Administration from the University of Nevada,
Las Vegas. Mr. Longi will report to Randy Morton.

Bill Boasberg has been named vice president and chief financial
officer at The Mirage.  Mr. Boasberg joined MGM MIRAGE in 2005,
after experience in the financial world, serving recently as vice
president and CFO at New York-New York.  He is a licensed CPA and
holds a Bachelor of Science degree in Accounting from Louisiana
State University and an MBA in Finance from the University of New
Orleans.  Mr. Boasberg will report to Scott Sibella, president and
COO at The Mirage.

Courtney Wenlender has been promoted to vice president and chief
financial officer at New York-New York Hotel & Casino. Mr.
Wenlender joined the company in 2002, and has served as financial
controller at Bellagio and, as vice president and CFO at Beau
Rivage.  She is a licensed CPA in Nevada and holds her Bachelors
degree in Business Administration from Virginia Commonwealth
University, and a Masters in Accountancy from the University of
Nevada, Las Vegas.  Ms. Wenlender will report to Lorenzo
Creighton, president and COO of New York-New York.

Jorge Perez has been promoted to vice president and chief
financial officer at Beau Rivage Resort in Biloxi, Ms. Perez
joined the company in 1995, and has served in several financial
positions, including hotel controller at Bellagio and executive
director of financial projects for Mirage Resorts Division.  He
holds a Bachelors degree in Managerial Studies from Rice
University in Houston and an Executive MBA from the University of
Nevada, Las Vegas. Perez will report to George Corchis, president
of Beau Rivage.

These promotions are effective immediately.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.       
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 27, 2007,
Moody's Investors Service changed MGM MIRAGE's rating outlook to
stable from negative and affirmed all existing ratings, including
its "Ba2" corporate family rating and speculative grade liquidity
rating of SGL-3.


MICHAEL ACABADO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michael Acabado
        199 New Montgomery, Suite 1610
        San Francisco, CA 94105

Bankruptcy Case No.: 07-31277

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: James T. Cois, Esq.
                  Law Offices of James T. Cois
                  P.O. Box 2705
                  San Francisco, CA 94126-2705
                  Tel: (415) 561-1445

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MORGAN STANLEY: S&P Holds 'BB-' Rating on Class F Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.’s series 1998-CF1.  Concurrently,
S&P affirmed its ratings on seven classes from the same
transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
     
As of the Sept. 17, 2007, remittance report, the collateral
pool consisted of 147 loans with an aggregate trust balance of
$507.2 million, down from 380 loans totaling $1.107 billion at
issuance.  Excluding the defeased loans ($185 million, 37%), the
master servicer, Capmark Finance Inc., reported financial
information for 95.88% of the pool.  Eighty-one percent of the
servicer-reported information was full-year 2006 data.  Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.52x.  There are four loans with the special
servicer, LNR Partners Inc., two of which are REO and two are
90-plus-days delinquent.

Appraisal reduction amounts (ARAs) totaling $3.8 million are in
effect on these four loans.  All of the remaining loans in the
pool are current.  The trust has experienced cumulative losses
totaling $72.8 million to date, resulting in principal losses for
seven of the subordinate classes, six of which have lost 100% of
their original balance.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $102.7 million (20%) and a weighted average
DSC of 1.57x.  The ninth-largest loan in the pool is with the
special servicer and is discussed below.  In addition, two of the
top 10 loans are on the watchlist because of occupancy issues and
upcoming lease expirations and are also discussed below.  

Standard & Poor's reviewed property inspections provided by the
master servicer for all of the assets underlying the top 10 loans.  
Three of the properties were characterized as "excellent," and the
remaining assets were characterized as "good."
     
There are two assets and two loans with the special servicer.
Details are:

     -- The Brooksedge Corporate Center, the ninth-largest loan
        exposure ($7.7 million, 2%), is secured by six
        industrial properties in Westerville, Ohio, totaling
        182,694 sq. ft.  This loan was transferred to LNR in
        August 2006 due to monetary default and became REO in
        February 2007.  An ARA totaling $2.1 million is in
        effect.  The property was listed for sale, and a sales
        contract was signed on Oct. 1, 2007.

     -- The Microtel Inn loan ($2.2 million, 0.5%) is secured
        by a 102-room limited-service hotel built in 1994 in
        McAllen, Texas.  The loan was transferred to LNR in
        June 2005 due to monetary default and became REO in
        September 2006.  An ARA totaling $1.4 million is in
        effect.  The property is listed for sale with CB
        Richard Ellis.

     -- The Morrone Co. loan ($668,396, 0.1%) is secured by a
        39,462-sq.-ft. industrial property built in 1996 in
        Macon, Georgia.  The loan was specially serviced
        between 2003 and 2005 and was transferred to LNR again
        in August 2006 due to payment default.  The loan is 90-
        plus-days delinquent.  LNR will proceed to foreclose in
        the next 60 days, as the sole warehouse tenant will
        vacate the premises within the next 90 days.  An ARA
        totaling $255,859 is in effect.

     -- The Moore's Adult Care Facility loan ($182,411, 0.1%)
        is secured by a 12-unit assisted living facility built
        in 1987 in Charlotte, Michigan.  The loan is 90-plus-
        days delinquent and was accelerated in October 2006.  
        The borrower has been unresponsive to LNR.  LNR has
        filed a complaint against the sponsor and plans to
        start foreclosure proceedings.
     
Wells Fargo reported a watchlist of 45 loans with an aggregate
outstanding balance of $106 million (21%).  The sixth-largest
loan, Pharmaceutical Formulations Building ($9.5 million, 2%), is
secured by a 220,000-sq.-ft. industrial property built in 1989 in
Edison, New Jersey.  The property became 100% vacant in July 2005
when the single tenant declared bankruptcy and rejected its lease.  
The year-end 2006 DSC was 0.17x. A new lease was recently
executed, and the DSC is projected to be above 1.0x.
     
The 10th-largest loan, 132 West 125th Street, ($7.3 million,
1.5%), is secured by a 135,897–sq.-ft. office building built in
1996 in New York, New York.  The City of New York is the largest
tenant (81% of the space), and the lease expired in July 2007.  
The borrower is negotiating the final lease terms with the tenant
and expects to renew the lease.  As of December 2006, DSC was
3.75x and occupancy was 100%.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.
  

                         Ratings Raised
   
                 Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                         series 1998-CF1

                     Rating
                     ------
         Class   To          From   Credit enhancement
         -----   --          ----    ----------------
         D       A-          BBB+         16.46%
         E       BBB         BBB-         12.64%
   
                       Ratings Affirmed
   
                Morgan Stanley Capital I Inc.
          Commercial mortgage pass-through certificates
                       series 1998-CF1
   
              Class   Rating   Credit enhancement
              -----   ------    ----------------
              A-2     AAA            51.39%
              A-MF1   AAA            51.39%
              A-MF2   AAA            51.39%
              B       AAA            40.48%
              C       AAA            28.47%
              F       BB-             8.28%
              X       AAA              N/A
   
                   N/A - Not applicable.


MORGAN STANLEY: S&P Cuts Class M Certs. Rating to CCC from CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Inc.'s series 1998-WF2.  Concurrently,
S&P lowered its rating on class M to 'CCC-' from 'CCC' and
affirmed its ratings on the remaining classes from the same
transaction.
     
The raised ratings reflect increased credit enhancement levels
resulting from principal paydowns.  The affirmed ratings reflect
credit enhancement levels that provide adequate support through
various stress scenarios.  The lowered rating on class M reflects
concerns regarding several underperforming assets in the pool, as
well as anticipated credit support erosion upon the resolution of
the specially serviced asset in the pool.
    
As of the Sept. 17, 2007, remittance report, the collateral pool
consisted of one asset and 122 loans with an aggregate trust
balance of $479.4 million, down from 226 loans totaling $1.062
billion at issuance.  Excluding the defeased collateral ($34.9
million, 7% of the pool), the master servicer, Wells Fargo Bank
N.A. , reported financial information for 99.6% of the pool.

Ninety-seven percent of the servicer-reported information was
full-year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.81x.  
Twelve assets (6%) have DSC levels that are less than 1.0x.  There
is one real estate owned asset with a total exposure amount of
$2.7 million, which is the only asset with the special servicer,
also Wells Fargo.  The remaining loans in the pool are current.  
To date, the trust has experienced one loss totaling $5.5 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $201.5 million (42%) and a weighted average
DSC of 1.71x.  Five of the top 10 loans have near-term maturities
and one has an anticipated repayment date within the next nine
months.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
loans.  All of the properties were characterized as "good."
     
Builders Square – Lansing is the one asset with the special
servicer.  It has a total exposure of $2.7 million and is secured
by a 106,080-sq.-ft. retail property in Lansing, Michigan.  The
loan was transferred to Wells Fargo in December 2006 due to
payment default and became REO in July 2007.  An "as-is" appraisal
dated January 2007 valued the asset at $2.6 million.  The servicer
has indicated that a new appraisal may be requested.
     
Wells Fargo reported a watchlist of 13 loans with an aggregate
outstanding balance of $30 million (6%).  Midtown Center is the
largest loan on the watchlist with an outstanding balance of
$4.7 million (1%) and is secured by a 138,535-sq.-ft. office
property in Charleston, West Virginia.  The loan is on the
watchlist due to low DSC.  As of Dec. 31, 2006, DSC was 0.79x
and occupancy was 82%.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

                       Ratings Raised
   
                Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                       series 1998-WF2

                      Rating
                      ------
         Class     To         From   Credit enhancement
         -----     --         ----    -----------------
         E         AA+        AA-           19.90%
         F         AA-        A-            15.47%
         G         BBB+       BBB           10.49%
         H         BBB        BBB-           8.27%


                         Rating Lowered
   
                 Morgan Stanley Capital I Inc.
         Commercial mortgage pass-through certificates
                         series 1998-WF2

                      Rating
                      ------
         Class     To         From   Credit enhancement
         -----     --         ----    ----------------
         M         CCC-       CCC          0.52%

                       Ratings Affirmed
    
                 Morgan Stanley Capital I Inc.
          Commercial mortgage pass-through certificates
                       series 1998-WF2

              Class   Rating   Credit enhancement
              -----   ------    ----------------
              A-2     AAA            56.45%
              B       AAA            45.37%
              C       AAA            35.41%
              D       AAA            24.33%
              J       BB+             6.61%
              K       BB-             4.95%
              L       B-              1.63%
              X       AAA              N/A

    
                    N/A - Not applicable.


MUSICLAND HOLDING: Plan Confirmation Hearing Adjourned Sine Die
---------------------------------------------------------------
The hearing to consider confirmation of Musicland Holding Corp.
and its debtor-affiliates' Second Amended Joint Plan of
Liquidation has been further adjourned to a date yet to be
specified by the U.S. Bankruptcy Court for the Southern District
of New York, Andrea L. Johnson, Esq., at Kirkland & Ellis LLP, in
New York, notifies all parties-in-interest.

Hearing on certain of the Debtors' Objection to Claims; the pre-
trial conference in the Media Play, Inc., v. Hob-Lob, LP adversary
proceeding; Wachovia's motion to compel trade creditors to file a
verified statement; and the Official Committee of Unsecured
Creditors' application for an order authorizing discovery will
also be covered on the same date.

                     About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
(Musicland Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Trade Creditors Appeal Complaint Dismissal
-------------------------------------------------------------
Seven secured trade creditors ask the U.S. District Court for the
Southern District of New York to determine whether the Bankruptcy
Court erred in dismissing their complaint wherein they seek to
recover $25,000,000, alleged to be wrongfully paid to Harris Bank
N.A. and its putative agent, Wachovia Bank, N.A.

The Trade Creditors are:

  * Buena Vista Home Entertainment, Inc.,
  * Cargill Financial Services International, Inc.,
  * Hain Capital Group, LLC,
  * Paramount Pictures Corporation,
  * Twentieth Century Fox Home Entertainment LLC,
  * UBS Willow Fund, LLC, and
  * Varde Investment Partners, L.P.

As previously reported, the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York dismissed
the Trade Creditors' Complaint ruling that Wachovia Bank did not
breach the
Intercreditor Agreement between Bank of New York, in its capacity
as agent for the Trade Creditors, and Wachovia, as agent for the
Revolving Lenders.

The Court ruled that Wachovia did not tortuously interfere with
the Trade Creditor's contractual rights or participate in the
conversion of the Trade Creditors' collateral, and that Harris
N.A. was not unjustly enriched with the repayment of the
$25,000,000 supplemental Term Loan.

The Trade Creditors supplied Musicland Holding Corp. and its
debtor-affiliates, on credit, music CDs, DVDs, and similar and
related merchandise for sale at the Debtors' retail stores.  To
induce the Trade Creditors to continue supplying inventory, the
Debtors entered into a security agreement with the Trade Creditors
in November 2003.  Concurrent with the Security Agreement, the
Intercreditor Agreement was entered into among Bank of New York
and Wachovia.

                     About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.  
(Musicland Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MUZAK HOLDINGS: David Moore Resigns as Chief Technology Officer
---------------------------------------------------------------
Muzak Holdings LLC and Muzak LLC reported the resignation of David
Moore as chief technology officer of Muzak LLC.  The resignation
was effective as of Sept. 28, 2007.  Muzak LLC has decided not to
appoint an immediate successor.

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- provides business music programming to  
clients through its integrated nationwide network of owned
operations and franchises.  All of the operating activities are
conducted through the company's subsidiaries.  As of June 30,
2007, ABRY Partners LLC and its respective affiliates,
collectively own 64.2% of the beneficial interests in the
company's voting interests.

                       *     *     *

As reported in the Troubled Company Reporter on June 1, 2007,
Moody's Investors Service affirmed the ratings of Muzak Holdings,
LLC and those of Muzak's wholly-owned subsidiary, Muzak LLC and
changed the outlook to developing from negative.  The ratings
affirmed for Muzak LLC were $220 million senior unsecured notes
due 2009 at Caa1 and $115 million 9.875% senior subordinated notes
at Caa3.  Ratings affirmed for Muzak Holdings LLC (Muzak LLC's
direct parent) were 13% senior discount notes at Caa3, Corporate
Family Rating at Caa1, and Probability of Default Rating at Caa1.


MUZAK HOLDINGS: June 30 Balance Sheet Upside-Down by $381.2 Mil.
----------------------------------------------------------------
Muzak Holdings LLC's consolidated balance sheet at June 30, 2007,
showed $373.7 million in total assets, $505.7 million in total
liabilities, $241.4 million in redeemable preferred units, and
$7.8 million in redeemable purchased Class A units, resulting in a
$381.2 million total members' deficit.

The company reported a net loss of $7.9 million for the second
quarter ended June 30, 2007, compared with a net loss of
$9.4 million for the same period ended June 30, 2006.

Total revenue for the quarter ended June 30, 2007, was
$62.8 million, a 2.1% increase, compared to $61.5 million for the
quarter ended June 30, 2006.  Music and other business services
revenue for the quarter ended June 30, 2007 was $47.9 million, a
1.6% increase, compared to $47.2 million for the quarter ended
June 30, 2006.  Equipment sales and related services revenue
increased to $14.9 million in the quarter ended June 30, 2007, as
compared to $14.3 million for the same period in 2006.

Total revenue for the six months ended June 30, 2007, was
$125.1 million, a 3.5% increase, compared to $120.9 million for
the six months ended June 30, 2006.  Net loss was $15.9 million
compared to a net loss of $20.5 million for the six months ended
June 30, 2006.

Earnings before interest, taxes, depreciation and amortization was
$17.3 million for the quarter ended June 30, 2007, which excludes
$800,000 in expenses directly associated with the proposed DMX
transaction, an increase of $1.4 million or 9.1% as compared to
$15.9 million in the quarter ended June 30, 2006.

EBITDA was $34.9 million for the six months ended June 30, 2007,
which excludes $1.5 million in expenses directly associated with
the proposed DMX transaction, an increase of $4.4 million or 14.2%
as compared to $30.6 million in the six months ended June 30,
2006.

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?23f3

                        Positive Cash Flow

The company generated a net cash increase of $1.2 million for the
three months ended June 30, 2007, versus an increase of $600,000
for the three months ended June 30, 2006, and generated
$3.7 million and $1.6 million for the six months ended June 30,
2007 and 2006, respectively, excluding $600,000 and $700,000 in
proposed DMX transaction expenses paid in the quarter and six
months ended June 30, 2007, respectively.

                Proposed Combination with DMX Inc.

On April 12, 2007, the company announced that it was contemplating
a future consolidation or combination with DMX Inc.  This
combination would be contingent on a sale of the combined entity
to an undetermined third party buyer following clearance by
federal regulators.  Accordingly, the parties have submitted a
Hart-Scott-Rodino filing seeking clearance for such a transaction.  
In the interim, Muzak and DMX will remain independent companies
and continue to compete and to provide, without disruption, the
highest-quality products and services to their respective clients.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- provides business music programming to  
clients through its integrated nationwide network of owned
operations and franchises.  All of the operating activities are
conducted through the company's subsidiaries.  As of June 30,
2007, ABRY Partners LLC and its respective affiliates,
collectively own 64.2% of the beneficial interests in the
company's voting interests.


NEW JERSEY ECONOMIC: Fitch Withdraws 'BB+' Revenue Bonds Rating
---------------------------------------------------------------
Fitch Ratings has withdrawn the 'BB+' rating on the New Jersey
Economic Development Authority revenue bonds (Harrogate
Incorporated), series 2007A and 2007B as the issuance of the bonds
has been postponed from the original scheduled issuance date
(August 2007).  Fitch rates Harrogate Incorporated's outstanding
series 1997 bonds at 'BB+', which incorporates the expected
issuance of additional debt in calendar 2008.  The Rating Outlook
is Stable.


NEXINNOVATIONS INC: TechData Confirms Second Bankruptcy Filing
--------------------------------------------------------------
TechData Canada Corporation verified reports that NexInnovations
Inc. has sought protection from its creditors under the Companies'
Creditors Arrangement Act, Jeff Jedras of Canada Technology News
relates.

NexInnovations' representative could not be reached to comment on
the issue, Mr. Jedras say.  On the other hand, TechData refused to
give details about the matter but expressed continued support for
the ailing solutions provider, the report reveals.

TechData, along with Wachovia Capital Finance Corp. and IBM Canada
Ltd., is among the major creditors to whom the NexInnovations owes
money, according to the report.

When the company first filed for bankruptcy in 2006, then
president and chief executive officer, Hubert Kelly, had disclosed
that the company had insufficient working capital triggered by
drops in average price points of about 15% to 20%, Mr. Jedras
notes.  Documents submitted to the Court during the 2006
bankruptcy filing reveal that NexInnovations owe creditors more
than $72 million, the report say.

                       About NexInnovations

NexInnovations Inc., headquartered in Mississauga, Ontario, --
http://www.nexinnovations.com/-- is one of Canada's leading  
online retailers of computer equipment.  NexInnovations provides
computer hardware and services, including systems integration and
technical support.  It sells and installs equipment and systems
from companies like Cisco, CA plc, IBM, and Microsoft.  
NexInnovations, founded in 1978, was one of Canada's Top 100
Solution Providers, and according to that list, in 2005 the
company reported revenues between $500 million and $550 million.

In August 2006, the company filed for bankruptcy protection under
the CCAA and was granted 30-day period to allow the company time
to restructure due to financial difficulties.


NASDAQ STOCK: Buying Boston Stock Exchange for $61 Million
----------------------------------------------------------
The Nasdaq Stock Market, Inc. entered into a definitive agreement
to acquire the Boston Stock Exchange, including the holding
company, the Boston Equities Exchange, the Boston Stock Exchange
Clearing Corporation, and BOX Regulation.  Along with these
businesses, NASDAQ will acquire a Self-Regulatory Organization
license for trading both equities and options.

NASDAQ's acquisition of the BSE Group is valued at approximately
$61 million.

NASDAQ will not acquire an interest in the Boston Options Exchange
from the BSE.  However, a regulatory framework for the BOX market
will remain in place.  NASDAQ, through BOXR, will operate the
regulatory services provider to the BOX, which is an options
trading facility of the BSE.  NASDAQ and BOX are discussing a plan
regarding the future regulatory structure for BOX.

"NASDAQ is very focused on meeting the needs of its customers,”
Bob Greifeld, President and Chief Executive Officer of NASDAQ,
said.  “This transaction provides added liquidity, new trading
choices and an enhanced competitive market environment.  NASDAQ's
acquisition of the BSE will expand NASDAQ's execution offerings,
and deliver user and investor benefits consistent with our Brut
and INET acquisitions.

"We believe a second exchange license in both equities, and in the
future options, will provide market structure flexibility as we
continue to deliver on our mission of being the number one trading
platform in the transactions business."

Upon approval of the transaction, NASDAQ will have the ability to
offer a second quote within the U.S. equities marketplace.  NASDAQ
anticipates operating the BSE using its INET trading system.

Additionally, subject to SEC approval, NASDAQ anticipates
utilization of the BSE Clearing Corporation.

"This deal will allow our customers to better execute their
trading strategies,” NASDAQ Executive Vice President of
Transaction Services, Chris Concannon commented.  “From critical
trading functionality, to crossing products, and risk management
offerings, NASDAQ's second quote in NASDAQ, NYSE and AMEX-listed
securities will arm our diverse customer base with more choices
and competitive pricing options.  Additionally, we are optimistic
that the clearing business will provide valuable benefits for both
NASDAQ and our customers over time."

As previously noted, NASDAQ anticipates organically launching The
NASDAQ Options Market, a price/time priority options market in
December 2007, subject to SEC approval.

The transaction is subject to SEC approval and approval by BSE
members.  NASDAQ & BSE's board of directors have approved the
transaction, which is expected to close by early first quarter
2008.  It is anticipated that the transaction will be accretive to
NASDAQ shareholders within 12 months from closing.

                          About BSE

Founded in 1834 as the third oldest exchange in the U.S., the
Boston Stock Exchange –- http://www.bostonstock.com/-- has, from  
its beginnings, played a vital role as an exchange within the
strongest capital market system in the world.

                        About NASDAQ Stock

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.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Moody's Investors Service withdrew its ratings on The Nasdaq Stock
Market Inc.'s $750 million Six Year Senior Secured Term Loan, $335
million Six Year Senior Secured Term, and the Five Year $75
million Senior Secured Revolving Credit Facility.  The credit
facilities have been repaid and terminated.  However, the Ba3
Corporate Family Rating remains on review for upgrade.

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Standard & Poor's Ratings Services placed its ratings on The
Nasdaq Stock Market Inc, including its 'BB' long-term counterparty
credit rating, on CreditWatch Positive, after Nasdaq disclosed
that it is selling the bulk of its investment
in the London Stock Exchange PLC to Borse Dubai, and using the
proceeds to pay down rated term loans.


NASDAQ STOCK: Completes Sale of 28% LSE Stake to Borse Dubai
------------------------------------------------------------
Nasdaq Stock Market Inc., through its wholly-owned subsidiary
Nightingale Acquisition Limited, completed on Sept. 25, 2007, its
previously-announced sale of 28% of the share capital of the
London Stock Exchange Group plc to Borse Dubai Limited for about
$1.6 billion in cash.

On Sept. 28, 2007, Nasdaq used about $1.1 billion of the proceeds
from this transaction to repay in full and terminate these
agreements:

   i. the Amended and Restated Credit Agreement, dated as of
      May 19, 2006, by and among, Nasdaq as borrower, the
      lenders party thereto and Bank of America, N.A., as
      administrative agent, swingline lender and issuing bank
      and

  ii. the Amended and Restated Term Loan Credit Agreement,
      dated as of May 19, 2006, by and among, Nasdaq as
      borrower, Nightingale, as additional borrower, the
      lenders party thereto and Bank of America Bridge LLC, as
      administrative agent.

In conjunction with the termination of the credit agreements,
Nasdaq also terminated these additional agreements, which had
never become effective:

   i. the Credit Agreement, dated as of November 20, 2006,
      among Nasdaq and the other parties thereto,

  ii. the Term Loan Credit Agreement, dated as of November 20,
      2006, among Nasdaq, Nightingale and the other parties
      thereto and

iii. the Bridge Loan Agreement, dated as of November 20, 2006,
      among Nasdaq, Nightingale and the other parties thereto.

The terms and conditions of the November credit agreements are set
forth in Nasdaq’s Form 8-K dated Nov. 27, 2006.

                     About NASDAQ Stock

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.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.  

As reported also in the Troubled Company Reporter on
Oct. 2, 2007, Moody's Investors Service withdrew its ratings on
The Nasdaq Stock Market Inc.'s $750 million Six Year Senior
Secured Term Loan, $335 million Six Year Senior Secured Term, and
the Five Year$75 million Senior Secured Revolving Credit  
Facility.  The credit facilities have been repaid and terminated.


NETWOLVES CORP:  Marcum & Kliegman Raises Going Concern Doubt
-------------------------------------------------------------
Marcum & Kliegman LLP raised substantial doubt about NetWolves
Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm pointed out that the
company has incurred a net loss during the year ended June 30,
2007, and, as of that date, had working capital and shareholders'
deficiencies.

The company posted a $4,035,105 net loss on $17,408,061 of total
revenues for the year ended June 30, 2007, as compared with a
$3,761,741 net loss on $21,836,709 total revenues in the prior
year.

At June 30, 2007, the company's balance sheet showed $7,811,984 in
total assets and $8,328,847 in total liabilities, resulting in
$516,863 stockholders' deficit.  The company had a working capital
deficit of $4,987,795 at June 30, 2007.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?23fc

                         About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- provides telecommunications and   
Internet-managed services to more than 1,000 customers through its
neutral FCC-licensed carrier.  Some of NetWolves' customers
include General Electric, University of Florida, McLane
Company, JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NTCA INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: N.T.C.A., Inc.
        fka H.O.T. Golf, Inc.
        5626 Rosalie Drive
        Waco, TX 76708

Bankruptcy Case No.: 07-61002

Type of business: The Debtor is a golf school.
                  See http://www.hotgolfinc.com/

Chapter 11 Petition Date: October 2, 2007

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtor's Counsel: John A. Montez, Esq.
                  Montez & Williams, P.C.
                  3809 West Waco Drive
                  Waco, TX 76710
                  Tel: (254) 759-8600
                  Fax: (254) 759-8700

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


NVIDIA CORP: S&P Holds 'BB-' Rating and Revises Outlook to Pos.
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Santa
Clara, California-based Nvidia Corp. to positive from stable,
following several quarters of strong operating performance
despite the acquisition of a key competitor by Advanced Micro
Devices Inc.  The corporate credit rating is affirmed at 'BB-'.
     
"The ratings reflect a narrow business profile, frequent product
introductions, and challenges to expand the company's graphics
technology to new applications," said Standard & Poor's credit
analyst Lucy Patricola.  "These are offset only partially by the
company's strengthening market share and strong operating
performance."  Nvidia had $127.7 million of lease-adjusted debt
outstanding as of July 29, 2007, and no funded debt.
     
Nvidia competes in a small subsegment of the semiconductor
industry, designing graphics processors used in desktop and
notebook computers and handheld devices.  The components are sold
to consumers, as an add-in card, to computer OEMs, or in
partnership with Intel or AMD for an integrated chipset.
     
Profitability is strong and improving with increased volumes.  
EBITDA margin was 23% for the July quarter, up from 18%-20%.  
Profitability should be sustained in the near-to-intermediate
term, based on expectations of a continued strong share in the
high performance segment.
     
The company's leverage is very light for the rating, with debt to
EBITDA of less than 1x.


OASYS MOBILE: Court Confirms Amended Chapter 11 Plan
----------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware confirmed, on Sept. 28, 2007, Oasys
Mobile Inc.'s Amended Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Under the Amended Plan, Administrative Claims, Priority Tax
Claims, Priority Non-Tax Claims and Other Secured Claims will be
paid in full.

On the effective date, holders of Senior Lender Secured Claims
will receive 100% of the New Common Stock, subject to dilution as
a result of the issuance of New Common Stock at the direction o
the holders of the claim.

To the extent that General Unsecured Creditors are not paid by the
effective date, they will receive a pro rata share of the
beneficial interests in the Plan Trust.  This will entitle the
holder to the first pro rata distributions of any Cash
Distribution Trigger Payment or Transaction Trigger Payment to be
made on the Plan Trust on Account o the Plan Note.

Preferred Stock Interests will be extinguished and holders will
receive a pro rata share o the beneficial interests in the Plan
Trust.  Common Stock Interests will also be extinguished.

                        About Oasys Mobile

Oasys Mobile, Inc. -- http://www.oasysmobileinc.com/-- (OTCBB:   
OYSM) provides mobile media content, products and services
distributed through OasysMobile.com and top-tier wireless carriers
in the U.S. and abroad.  The company filed for chapter 11
protection on July 18, 2007 (Bankr. D. Del. Case No. 07-10961).  
Justin Cory Falgowski, Esq., and Kimberly Ellen Connolly Lawson,
Esq., at Reed Smith LLP, represent the Debtor.  Bradford J.
Sandler, Esq., at Benesch Friedlander Coplan & Aronoff, represents
the Official Committee of Unsecured Creditors.  In its schedules
filed with the Court, the Debtor disclosed $1,727,848 in total
assets and $11,474,328 in total liabilities.


OASYS MOBILE: Focus Management Approved as Financial Advisor
------------------------------------------------------------
Focus Management Group has been appointed Financial Advisor to
Oasys Mobile, Inc. under an Order entered by the United States
Bankruptcy Court for the District of Delaware, effective July 18,
2007.

Focus Management Group provided Oasys Mobile with advisory
services in the planning of its Chapter 11 filing and assisted the
Company in the preparation of its Plan of Reorganization and the
internal administration of its Chapter 11 case.  The Court has
subsequently confirmed and approved the Debtor’s Plan of
Reorganization on September 28, 2007.

The FOCUS restructuring and bankruptcy advisory team was led by
Ken Naglewski, a turnaround manager and restructuring specialist
who has extensive leadership experience in Chapter 11
reorganizations, financial restructurings, operational turnarounds
and distressed business sales.  Naglewski, a Managing Director of
Focus Management Group, is a Certified Insolvency and
Restructuring Advisor and Certified Turnaround Professional.


                   About Focus Management Group

Focus Management Group offers nationwide capabilities in
turnaround management, business restructuring and asset recovery.  
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, Focus Management
Group provides turn-key support to stakeholders including secured
lenders and equity sponsors.  The Company provides a comprehensive
array of services including turnaround management, interim
management, operational analysis and process improvement, bank and
creditor negotiation, asset recovery, recapitalization services
and investment bankers to distressed companies.

Over the past decade, Focus Management Group has successfully
assisted hundreds of clients operating in diverse industries,
guiding them to maximize performance or asset recovery.  Adverse
situations are Focus Management Group’s forte – finding winning
compromises in a timely manner when faced with the most
discouraging of circumstances is what separates FOCUS Management
Group from the competition.


PARKER DRILLING: Improved Performance Cues S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oil and gas contract driller Parker Drilling Co. to 'B+'
from 'B'.  At the same time, S&P raised the issue ratings on
Parker's senior and convertible notes to 'B+' from 'B-'.  These
consist of its $125 million 2.125% convertible notes due 2012, and
$225 million 9.625% senior notes due 2013.
     
The outlook is stable.  As of June 30, 2007, Houston, Texas-based
Parker had about $338 million in debt, adjusted for operating
leases.
     
"The upgrade is based on improved operating performance and
significantly improved credit protection measures," said Standard
& Poor's credit analyst Aniki Saha-Yannopoulos.
     
Further improvement in operating performance should result from
Parker's recent capital expenditure program and favorable industry
conditions.  Also, multiple international contracts have increased
contract visibility through 2010 in certain areas of the company's
business.
     
S&P raised the ratings on the notes by one additional notch
because the amount of priority debt in the form of the company's
unrated credit facility will not exceed 15% of the book value of
the company's assets—S&P's current guideline for lowering an
unsecured issue rating by one notch relative to the corporate
credit rating.
     
The ratings on Parker reflect its participation in a highly
competitive, cyclical industry; its active capital spending
program; and operations in international markets and areas that
can expose it to geopolitical risks.  Business segment and
geographic diversity partially mitigate these weaknesses.


PARMALAT SPA: Judge Doubts EUR2.1 Billion Claim Against Banks
-------------------------------------------------------------
Parma-based Judge Giampaolo Fabbrizzi has expressed doubts on the
validity of Parmalat S.p.A.'s EUR2.1 billion damages claim against
creditor banks Deutsche Bank, JP Morgan, Credit Suisse, UBS, Banca
Akros and Merrill Lynch, Il Sole 24 reports.

Parmalat alleged that the banks contributed to its collapse.  
However, Judge Fabbrizzi noted that Parmalat would find it
difficult to claim damages for an occurrence to which it had
itself contributed.

The banks' lawyers have argued that Parmalat chief executive
Enrico Bondi cannot sue for "abusive recourse to credit," citing a
ruling in a separate case.

The court will hear the case Nov. 26, 2008.

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.


PIRATES' REALITY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Pirates' Reality
             7500 Bellaire Boulevard, Suite 201
             Houston, TX 77036
             Tel: (713) 777-1111

Bankruptcy Case No.: 07-36859

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Pirate's Lake, Ltd.                        07-36866

Chapter 11 Petition Date: October 1, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Gregg K. Saxe, Esq.
                  10101 Southwest Freeway, Suite 101
                  Houston, TX 77074
                  Tel: (713) 995-5733
                  Fax: (713) 995-5122

                          Estimated Assets         Estimated Debts
                          ----------------         ---------------
Pirates' Reality          $1 Million to            $1 Million to
                          $100 Million             $100 Million

Pirate's Lake, Ltd.       $1 Million to            $1 Million to
                          $100 Million             $100 Million

The Debtors did not file lists of their 20 largest unsecured
creditors.


PORTELLA MANUFACTURING: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Portella Manufacturing, LLC
        21430 North 15th Lane, Suite 126
        Phoenix, AZ 85027
        Tel: (512) 470-0712

Bankruptcy Case No.: 07-05055

Type of Business: The Debtor manufactures wooden doors.

Chapter 11 Petition Date: October 1, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Robert J. Berens, Esq.
                  Mann, Berens, & Wisner, LLP
                  3300 North Central Avenue, Suite 2400
                  Phoenix, AZ 85012
                  Tel: (602) 258-6200
                  Fax: (602) 258-6212

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PRA INTERNATIONAL: Moody's Places Corporate Family Rating at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
to PRA International.  Moody's also assigned a B1 rating to the
"first-out" portion of the proposed senior secured credit
facility, including the revolver, and a B3 rating to the "last-
out" portion of the credit facility.  The outlook for the ratings
is stable.  This is the first time Moody's has assigned ratings to
PRA.

The ratings are principally constrained by:

   1. the significant levels of leverage and resulting weak
      credit metrics;

   2. the potential for near-term operating volatility as a
      result of the company's on-going turnaround as well as
      cancellation risk inherent in the global contract
      research organization industry;

   3. the limited track record of free cash flow generation and

   4. the company's small scale and relatively modest
      competitive position against several much larger
      companies.

The ratings are also constrained by Moody's concerns about the
company's liquidity profile as well as the expectation for limited
recoverability of assets in a bankruptcy scenario.

Despite the above concerns, Moody's acknowledges several positive
trends at the company.  These include: 1) a new management team
with solid industry and turnaround experience; 2) good
opportunities for growth and margin expansion upon successful
execution of the strategy; 3) positive industry growth trends and
4) early signs of positive momentum in the company's turnaround.

All ratings are subject to review of final documentation.

Ratings assigned:

PRA International:

   -- $30 million senior secured revolving credit facility due
      2013; B1, LGD3, 35%

   -- $55 million senior secured first-out term loan due 2014;
      B1, LGD3, 35%

   -- $85 million senior secured last-out term loan due 2014;
      B3, LGD5, 71%

   -- Corporate Family Rating; B3

   -- Probability of Default Rating; B2

Pharmaceutical Research Associates Group BV:

   -- $10 million senior secured revolving credit facility due
      2013; B1, LGD3, 35%

   -- $115 million senior secured first-out term loan due 2014;
      B1, LGD3, 35%

The outlook for the ratings is stable.

PRA is a global contract research organization that assists
pharmaceutical and biotechnology companies in developing drug
compounds, biologics, and drug delivery devices and gaining
necessary regulatory approvals.  The company generated gross
revenues of about $382 million (including $43 million of
reimbursed expenses) for the twelve months ended June 30, 2007.


PRA INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to pharmaceutical contract research organization PRA
International Inc.  The outlook is stable.
     
At the same time, Standard & Poor's Ratings Services assigned its
bank loan and recovery ratings to PRA's secured financing.  The
company's proposed first-out credit facilities are rated 'BB-',
with a recovery rating of '1', indicating the expectations for
very high (90%-100%) recovery in the event of
a payment default.  PRA is the borrower for the first-out credit
facilities, consisting of a $30 million revolving credit facility
and a $55 million term loan.  Pharmaceutical Research Associates
Group BV is the borrower for the other first-out credit
facilities, consisting of a $10 million euro-denominated revolving
credit facility, a $60 million euro-denominated
term loan, and a $55 million term loan.
     
S&P also assigned its 'CCC+' bank loan rating to the company's $85
million last-out term loan, for which PRA is the borrower.  The
recovery rating of '6' indicates the expectation for negligible
(0%-10%) recovery in the event of a payment default.
     
At the same time, S&P assigned its 'CCC+' rating to PRA's
$170 million senior subordinated notes.
     
The proceeds of the term loans and notes are being used in
conjunction with approximately $390 million of common equity to
finance the buyout of the company by sponsor Genstar Capital LLC.  
The buyout values the company at about $750 million, which
represents a multiple of about 13x pro forma adjusted
EBITDA from the past 12 months.
     
"The rating reflects PRA's highly leveraged capital structure,
risks related to its continuing turnaround efforts, a somewhat
concentrated customer base, and the potential for earnings
volatility," said Standard & Poor's credit analyst Alain Pelanne.  
"These factors are offset partially by PRA's
recently improving results, its global footprint and therapeutic
expertise, and trends that support strong growth for the
industry."


PRECISION OPTICS: Vitale Caturano Raises Going Concern Doubt
------------------------------------------------------------
Boston, Mass.-based Vitale, Caturano and Company, Ltd., raised
substantial doubt about Precision Optics Corporation, Inc.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended June 30, 2007,
and 2006.  The auditing firm pointed to the company's recurring
net losses and negative cash flows from operations.

For the year ended June 30, 2007, Brendan Technologies reported a
$2,889,829 net loss on $2,477,469 of revenues, as compared with a
$2,272,473 net loss on $2,149,564 of revenues for the year ended
June 30, 2006.

At June 30, 2007, Brendan Technologies' balance sheet showed
$3,035,597 in total assets, $718,387 in total liabilities, and
$2,317,210 in total stockholders' equity.  The company had
$2,639,897 in total stockholders' equity at June 30, 2006.

The company's net cash used in operating activities was $3,334,918
for the year ended June 30, 2007, as compared with $2,272,177 cash
used for the year ended June 30, 2006.

Gardner, Mass.-based Precision Optics Corporation, Inc. --
http://www.poci.com/-- designs, develops, manufactures and sells  
advanced optical instruments since 1982.  It produces high-quality
medical instruments, optical thin film coatings, micro-optics with
characteristic dimensions less than 1 mm, and other advanced
optical systems.  The company's medical instrumentation line
includes laparoscopes, arthroscopes and endocouplers and a line of
world-class 3-D endoscopes for use in minimally invasive surgical
procedures.  It is a certified ISO company.


PRIDE INTERNATIONAL: Earns $146.1 Million in Qtr. Ended June 30
---------------------------------------------------------------
Pride International Inc. reported a 115% improvement in net income
for the second quarter of 2007, to $146.1 million, compared to net
income of $67.8 million for the corresponding three months in
2006.  Second quarter 2007 results included gains totaling
$8.8 million resulting primarily from the sale of a land rig
located in Russia.  Revenues for the second quarter of 2007
totaled $791.2 million, compared to revenues of $616.5 million
during the second quarter of 2006.
     
For the six months ended June 30, 2007, net income was
$247.8 million, on revenues of $1.50 billion.  The results
compared to net income of $138.3 million, on revenues of
$1.18 billion for the comparable six months in 2006.  Results for
the six months ended June 30, 2006, include after-tax gains
totaling $19.0 million relating to the sale of assets.

Louis A. Raspino, president and chief executive officer of Pride
International Inc., stated, "Our record second quarter results
were driven by strong operating performance with our fleet of
deepwater and midwater floaters combined with continued average
daily revenue improvements from contract rollovers.  Following the
excellent operating results of first quarter 2007, we continued in
the second quarter with excellent utilization, uptime, cost
control, and shipyard performance, while achieving 21% and 36%
average daily revenue increases in our deepwater and midwater
fleets, respectively."

Raspino added, "Partially offsetting these results was our U.S.
Gulf jackup fleet, which experienced lower utilization and lower
average daily revenues in the quarter due to reduced activity,
combined with an increase in out-of-service time as we prepared to
relocate the Pride Oklahoma and Pride Mississippi to the stronger
market in Mexico.

"From a macro perspective, strong global demand for energy is
fueling our customers' continued growth in E&P spending,
particularly in the deepwater.  As part of our stated strategy to
further grow our significant deepwater presence, we recently
committed to the construction of an ultra-deepwater drillship and
acquired a second ultra-deepwater drillship in the early stages of
construction.  When combined with the acquisitions of our
partners' interest in two deepwater joint ventures, we have now
invested or committed over $2 billion toward our deepwater growth
strategy.  We are confident that the favorable conditions in the
deepwater sector will persist for quite some time, producing
attractive opportunities for deepwater drilling rigs, especially
ultra-deepwater rigs of the caliber we are adding to our fleet,"
said Raspino.

Capital expenditures for the six months ended June 30, 2007, were
$207 million.  Since the close of the second quarter, the company
made initial capital expenditures of approximately $210 million
related to the commitment to construct an ultra-deepwater
drillship and the acquisition of another ultra-deepwater drillship
in the early stages of construction.  As a result of these
drillship projects, the company has revised its expected 2007
capital expenditures to an estimated $790 million.  Total debt at
June 30, 2007 was $1.29 billion, resulting in a debt-to-total-
capitalization ratio of approximately 31%.

At June 30, 2007, the company's consolidated balance sheet showed
$5.30 in total assets, $2.03 billion in total liabilities,
$333.2 million in deferred income taxes, $30.7 million in minority
interest, and $2.91 billion 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?23ec

               About Pride International

Headquartered in Houston, Pride International Inc. (NYSE: PDE) --
http://www.prideinternational.com/-- provides onshore and  
offshore drilling and related services in more than 25 countries,
operating a diverse fleet of 280 rigs, including two ultra-
deepwater drillships, 12 semisubmersible rigs, 28 jackups, 16
tender-assisted, barge and platform rigs, five managed and 217
land rigs.  The company also has two ultra-deepwater drillships
under construction with expected deliveries in 2010.

                      *     *     *   

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Fitch Ratings affirmed Pride International Inc.'s Issuer Default
Rating at 'BB'.  The Rating Outlook is Stable.


PW LLC: Judge Bluedbond Converts Chapter 11 Case
------------------------------------------------
The Honorable Sheri Bluebond of the United States Bankrutpcy Court
for the Central District of California converted PW LLC's Chapter
11 case into a Chapter 7 liquidation proceeding.

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Nancy Knufer, the appointed Chapter 11 Trustee in the Debtor's
case, asks the Court to convert the Debtor's case.

The Trustee told the Court that the Debtor has insufficient
assets and resources to fund a plan of reorganization.  The
Trustee said that it has liquidated all known tangible assets
of the Debtor's estate.

Headquartered in Santa Monica, California, PW LLC filed for
Chapter 11 protection on November 20, 2006 (Bankr. C.D. Calif.
Case No. 06-16059).  Martin J. Brill, Esq. of Levene, Neale,
Bender, Rankin & Brill LLP represents the Debtor in its
restructuring efforts.  No Official Creditors Committee was
appointed in this case.  In its schedules filed with the Court,
the Debtor disclosed total assets of $55,500,000 and total
liabilities of $49,197,639.  On Dec. 27, 2006, Nancy Knupfer was
appointed as the Debtor's chapter 11 trustee.  John N. Tedford,
Esq., at Danning, Gill, Diamond & Kollitz, represents the chapter
11 trustee.


QUEST TRUST: S&P Junks Ratings on Class M-3 Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and M-3 asset-backed certificates issued by Quest Trust
2004-X1 and removed them from CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on the
remaining two classes from this transaction.
     
The downgrade of classes M-2 and M-3 reflect a reduction in credit
enhancement caused by monthly realized losses, as well as a high
amount of severe delinquencies (90-plus-days, foreclosures, and
REOs).  Currently, the transaction has $9,116,664 in severe
delinquencies.  Monthly realized losses have exceeded excess
interest during the past six months.  As of the Sept. 25, 2007,
remittance date, monthly losses had exceeded excess spread by an
average of 4.8x over the past six months.  Overcollateralization
has been completely depleted; however, an unrated class with a
balance of $1,219,092 supports
class M-3.
     
The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with the
original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral for this
series consists of one- to four-family, fixed- and adjustable-
rate, first- and junior-lien mortgage loans with terms to maturity
of no more than 30 years.


     Ratings Lowered and Removed from Creditwatch Negative

                      Quest Trust 2004-X1
           Asset-backed certificates series 2004-X1

                                  Rating
                                  ------
                    Class         To    From
                    -----         --    ----
                    M-2           B     BB/Watch Neg
                    M-3           CCC   B/Watch Neg

                       Ratings Affirmed

                      Quest Trust 2004-X1
            Asset-backed certificates series 2004-X1
                   Class              Rating
                   -----              ------
                   A                  AAA
                   M-1                A


RELIANT ENERGY: Panel Taps Pepper Hamilton as Bankrupty Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Reliant Energy
Channelview LP and debtor-affiliates' chapter 11 cases, asks the
United States Bankruptcy Court for the District of Delaware,
for permission  to retain Pepper Hamilton LLP as their counsel,
nunc pro tunc to Aug. 30, 2007.

Pepper Hamilton will:

   a) advise the Committee with respect to its rights, duties and
      powers in these cases;

   b) assist and advise the Committee in its consultations with
      the Debtors relating to the administration of these cases;

   b) assist the Committee in analyzing the claims of the Debtors,
      creditors and the Debtors' capital structure and in
      negotiating with the holders of claims and, if appropriate,
      equity interests;

   d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and other parties involved with the Debtors, and of the
      operation of the Debtors' businesses;

   e) assist the Committee in analyzing intercompany transactions;

   f) assist the Committee in its analysis of, and negotiations
      with the Debtors or any other third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of non-residential real property and
      executory contracts, asset dispositions, financing of other
      transactions and the terms of a plan of reorganization or
      liquidation for the Debtors;

   g) assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   h) represent the Committee at all hearings and other
      proceedings;

   i) review, analyze and advise the Committee with respect to all
      applications, orders, statements of operations and schedules
      filed with the Court;

   j) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   k) perform such other services as may be required and are  
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set for in the
      Bankruptcy Code.

The firm's professionals compensation rates are:

      Designation          Hourly Rates
      -----------          ------------
      Partners             $400 - $690
      Associates           $250 - $320
      Paraprofessionals       $175
        
David B. Stratton, Esq., a partner at Pepper Hamilton, assures the
Court that the firm does not hold any interest adverse to the
Debtors and their estate.

Mr. Stratton can be reached at:

   David B. Stratton, Esq.
   Pepper Hamilton LLP
   Hercules Plaza, Suite 5100
   1313 Market Street
   P.O. Box 1709
   Wilmington, Delaware, 19899-1709
   Tel.: (302) 777-6500
   Fax.: (302) 421-8390
   http://pepperlaw.com/

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Mark D. Collins, Esq., Paul N. Heath, Esq., and Jason
Madron, Esq., at Richards, Layton & Finger, P.A., represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed total assets of $362,000,000 and total
debts of $342,000,000.


RH DONNELLEY: Moody's Rates Proposed $500MM Senior Notes at B3
--------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $500 million of additional series
A-4 senior notes due 2017, and a Ba1 rating to Dex Media East
LLC's proposed $1.2 billion senior secured credit facilities.  
Moody's also affirmed R.H. Donnelley Corporation's B1 Corporate
Family rating.

Details of the rating action are:

Ratings assigned:

R.H. Donnelley Corporation

   -- $500 million additional series A-4 senior unsecured notes
      due 2017 -- B3, LGD5, 84%

Dex Media East LLC

   -- $100 million senior secured revolving credit facility due
      2013 -- Ba1, LGD2, 15%

   -- $750 million senior secured delayed draw term loan A due
      2013 -- Ba1, LGD2, 15%

   -- $350 million senior secured delayed draw term loan B due
      2014 -- Ba1, LGD2, 15%

Ratings affirmed:

R.H. Donnelley Corporation

   -- Corporate Family rating - B1

   -- PDR: B1

   -- Speculative Grade Liquidity rating -- SGL -- 1

   -- 8.875% series A-4 senior notes due 2017 -- B3, LGD5, 84%

   -- 6.875% senior notes due 2013 -- B3, LGD5, 84%

   -- 6.875% Series A-1 senior discount notes due 2013 -- B3,
      LGD5, 84%

   -- 8.875% Series A-3 senior notes due 2016 -- B3, LGD5, 84%

   -- 6.875% Series A-2 senior discount notes due 2013 -- B3,
      LGD5, 84%

R.H. Donnelley Inc.

   -- Senior secured revolving credit facility due 2009 -- Ba1,
      LGD2, 15%

   -- Senior secured term loan A due 2009 -- Ba1, LGD2, 15%

   -- Senior secured term loan D due 2011 -- Ba1, LGD2, 15%

Dex Media West LLC

   -- Senior secured revolving credit facility due 2009 -- Ba1,
      LGD2, 15%

   -- Senior secured term loan A due 2009 -- Ba1, LGD2, 15%

   -- Senior secured term loan B due 2010 -- Ba1, LGD2, 15%

   -- Senior secured term loan B-1 due 2010 -- Ba1, LGD2, 15%

   -- 8.5% senior unsecured notes due 2010 -- Ba3, LGD3, 41%

   -- 5.875% senior unsecured notes due 2011 -- Ba3, LGD3, 41%

   -- 9.875% senior subordinated notes due 2013 -- B1, LGD3,
      49%

Dex Media, Inc.

   -- 8% senior unsecured global notes due 2013 -- B2, LGD4,
      61%

   -- 9% senior discount global notes due 2013 -- B2, LGD4, 61%

Ratings affirmed, subject to withdrawal at closing:

R.H. Donnelley Inc.

   -- 10.875% senior subordinated notes due 2012

Dex Media East LLC

   -- Senior secured revolving secured credit facility due 2008
   -- Senior secured term loan A due 2008
   -- Senior secured term loan B due 2009
   -- 9.875% global senior unsecured notes due 2009
   -- 12.125% senior subordinated notes due 2012

The rating outlook is stable.

The ratings reflect the company's high leverage (about 7 times
debt to EBITDA at closing), the risk of further acquisition
activity, the limited growth prospects of the directory publishing
business, the increasing threat posed by competing directory
publishers and web-based directory service providers in virtually
all Donnelley's markets, and the recent decline experienced by the
company's print product sales.

However, the ratings are supported by Donnelley's scale, the
strong market position conferred by its exclusive publishing
agreements with Embarq Corporation, Qwest Communications, and AT&T
Inc. as the "official" yellow pages directory within a number of
their incumbent markets.  In addition the ratings reflect
Donnelley's very good liquidity profile, its diversified customer
and geographic market base; and its strong cash flow generation
which provides the opportunity for significant debt and leverage
reduction, absent further acquisitions or the payment of
dividends.

The stable outlook incorporates the relative predictability of
R.H. Donnelley's revenues and the resilience of the yellow page
publishing segment to economic downturns.

Donnelley plans to use the proceeds of the proposed senior
unsecured notes and senior secured credit facilities to repay Dex
Media East LLC's existing senior secured credit facilities, to
repay a portion of R.H. Donnelley Inc.'s senior secured term
loans, to redeem Dex Media East LLC's senior notes and senior
subordinated notes, as well as pay call premiums and transaction
expenses.

Moody's has not reviewed documentation for Dex Media East LLC's
proposed $1.2 billion senior secured credit facilities.
Accordingly, the ratings of these facilities are subject to
satisfactory review of documentation, the terms and conditions of
which Moody's has been advised will be no more onerous than those
of Dex Media East LLC's existing facilities.

Headquartered in Cary, North Carolina, R.H. Donnelley is one of
the largest US yellow page directory publishing companies.  The
company reported revenues of $2.5 Billion for the LTM period ended
June 30, 2007.


RH DONNELLEY: Proposed $500MM Add-On Cues S&P to Hold B Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on R.H.
Donnelley Corp.'s 8.875% senior notes due 2017 following the
company's proposed $500 million add-on.  The notes will be sold
privately under Rule 144A of the Securities Act of 1933, and will
include registration rights.  Proceeds from this issue will be
used to repay portions of Dex Media East Inc.'s and R.H. Donnelley
Inc.'s senior secured debt, and to pay for related fees and
expenses.
     
The corporate credit rating on RHD is 'BB-', and the rating
outlook is stable.  The rating reflects substantial consolidated
debt levels due to major acquisitions over the past several years.  
This is somewhat mitigated by RHD's incumbent market positions,
predictable sales and cash flow generation, and geographic and
customer diversity.
     
Notwithstanding recent revisions by management to its advertising
sales guidance, management is affirming its 2007 EBITDA and free
cash flow guidance from its second-quarter earnings call on July
26, 2007.  Given the minimal forecasted decline in sales growth
and S&P's expectations for continued solid EBITDA generation, S&P
expect credit measures to remain in line with the current rating.

Ratings List

R.H. Donnelley Corp.
Corporate Credit Rating     BB-/Stable/--

Rating Affirmed

R.H. Donnelley Corp.
8.875% Sr Nts Due 2017      B


RURAL/METRO: Special Stockholder Meeting Scheduled on Oct. 10
-------------------------------------------------------------
Rural/Metro Corporation's board of directors and Accipiter Capital
Management LLC, a significant stockholder, have agreed to meet on
Oct. 10, 2007.
    
"In an effort to be responsive to stockholders' requests, we look
forward to meeting with Accipiter to discuss long-term stockholder
value,” Jack Brucker, president and chief executive officer, said.  
“Our priority is to enhance stockholder value, and the board and
management are committed to doing what is best for all
shareholders in this regard."
     
Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency  
and non-emergency medical transportation, fire protection, and
other safety services in 23 states and approximately 400
communities throughout the United
States.

                         *     *     *  

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on
Rural/Metro Corp. to negative from stable.  S&P also affirmed the
ratings on Rural/Metro, including the 'B' corporate credit
rating.  The outlook revision reflects S&P's increased concern
with the company's limited liquidity.


SABEE PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sabee Products, Inc.
        1843 West Reeve Street
        Appleton, WI 54914

Bankruptcy Case No.: 07-27812

Type of business: The Debtor manufactures and sells disposable
                  physician supplies and incontinence products.  
                  See http://www.sabeeproducts.com/

Chapter 11 Petition Date: October 2, 2007

Court: Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Paul G. Swanson, Esq.
                  Steinhilber, Swanson, Mares, Marone & McDermott
                  107 Church Avenue, P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: (920) 426-0456

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
   ------                      ---------------       ------------
Covermat Corporation           trade payable             $480,183
45 North Station Plaza
Great Neck, NY 11021

Crystal Printing               trade payable             $593,547
P.O. Box 733
Appleton, WI 54912

Michael Sabee                  trade debt              $1,986,684
3033 West Shady Lane
Neenah, WI 54956

Great Northern Corporation     trade payable             $816,849
Drawer 582
Milwaukee, WI 53278

Hansen Paper Company           trade payable             $731,881
13 East Central Avenue
Paoli, PA 19301

Target Marketing Worldwide     trade payable             $430,950
P.O. Box 847329
Boston, MA 02284

Great Lakes Tissue             trade payable             $302,247
3529 Paysphere Circle
Chicago, IL 60674

Avgol, Ltd./Cleaver            trade payable             $208,123
Association, Inc.

Polymer Group, Inc.            trade payable             $191,011

Gill & Gill                    trade debt                $165,086

International Paper            trade payable             $152,882

Streco Fibres, Inc.            trade payable             $146,750

Dwight Sabee                   trade debt                $145,000

Bema Polytech, Inc.            trade payable             $144,733

Green Meadow Recycling, Inc.   trade payable             $139,831

American Industrial Leasing    trade debt                $126,869

Penny Sabee                    trade debt                $121,377

City of Appleton               trade payable             $108,480
Finance Dept City Hall

First Insurance Funding Corp   trade payable              $80,356
Fox Cities Insurance Agency

Town of Grand Chute            trade payable              $76,714


SALTON INC: Inks Agreement to Acquire Applica
---------------------------------------------
Salton, Inc. has entered into a definitive merger agreement
with APN Holding Company, Inc., the parent company of Applica
Incorporated, pursuant to which Applica will become a wholly-owned
subsidiary of Salton.

APN Holding Company is owned by Harbinger Capital Partners Master
Fund I, Ltd. and Harbinger Capital Partners Special Situations
Fund, L.P.

As reported in the Troubled Company Reporter on Aug. 7, 2007,
Salton Inc. received from APN Holding Company Inc. a written
notice of termination of the merger agreement dated Feb. 7, 2007,
between Salton and APN Holdco.  Salton argues that the termination
confirms Salton's belief that APN Holdco has, for some time, not
acted in good faith and that the company intends to vigorously
pursue its claims and remedies against APN Holdco, its affiliates
and representatives.

As a result of the proposed merger and the related transactions,
Harbinger Capital Partners will beneficially own 92% of the
outstanding common stock of Salton, and existing holders of
Salton's Series A Voting Convertible Preferred Stock (excluding
Harbinger Capital Partners), Series C Nonconvertible (NonVoting)
Preferred Stock (excluding Harbinger Capital Partners) and common
stock (excluding Harbinger Capital Partners) would own
approximately 3%, 3% and 2%, respectively, of the outstanding
common stock of Salton immediately following the merger and
related transactions.

In addition to the merger, the definitive merger agreement
contemplates the consummation of these transactions simultaneously
with the closing of the merger:

   (1) the mandatory conversion of all outstanding shares of
       Salton's Series A Voting Convertible Preferred Stock,
       including those held by Harbinger Capital Partners, into
       shares of Salton's common stock;

   (2) the mandatory conversion of all outstanding shares of
       Salton's Series C Nonconvertible (NonVoting) Preferred
       Stock, including those held by Harbinger Capital
       Partners, into shares of Salton's common stock; and

   (3) the exchange by Harbinger Capital Partners of
       approximately $90 million principal amount of Salton's
       second lien notes and approximately $15 million
       principal amount of Salton's 2008 senior subordinates
       notes, for shares of a new series of non-convertible
       (non voting) preferred stock of Salton, bearing a 16%
       cumulative preferred dividend.

The combination of Salton and Applica is expected to create one of
the largest U.S. public companies focused on the household small
appliance industry, with the scale and customer relationships to
provide category leadership and efficiencies.  The combined
company will have a broad portfolio of well recognized brand names
such as Salton(R), George Foreman(R), Black & Decker(R),
Westinghouse(TM), Toastmaster(R), Melitta(R), Russell Hobbs(R),
Windmere(R), LitterMaid(R) and Farberware(R).  Salton and its
subsidiaries after the merger will continue to design, service,
market and distribute a wide range of products under these brand
names, including small kitchen and home appliances, electronics
for home, lighting products, and personal care and wellness
products.

The combination of Salton and Applica is expected to provide
enhanced scale which should enable the combined company to reduce
costs; attract new and expand existing customer relationships;
capitalize on organic and external growth opportunities more
effectively than either company could have on a stand alone basis;
improve cost of goods through larger volume purchasing; and
benefit from improved capital structure flexibility.  In addition,
Salton and Applica have complementary geographic strengths that
can be utilized to enhance the distribution of each company's
products outside the United States.  In particular, Salton's
business is well established in Europe, Australia and Brazil (with
additional distribution in Southeast Asia, Middle East and South
Africa), while Applica's business is well established in Mexico,
South America and Canada.

The executive leadership of the combined companies after the
merger is expected to consist of members of both Salton's and
Applica's existing management teams as well as new management
personnel.

"We believe that this transaction is the best strategic
alternative available to enhance stockholder value,” William Lutz,
Interim Chief Executive Officer of Salton, said.  “The combination
of Salton and Applica is expected to create the opportunity for
significant future value enhancement for Salton stockholders, as
well as benefit customers and suppliers, as a result of the
expanded brand portfolios, strengthened international presence and
improved capital structure flexibility of the combined companies.  
The combined company can operate more efficiently than either
Applica or Salton on a stand alone basis, and will benefit
significantly from cost and revenue synergies."

"The combined company will be well positioned as a leading
provider of quality, innovative consumer appliances around the
world,” Terry Polistina, Chief Operating Officer and Chief
Financial Officer of Applica, added.  “The company will be able to
leverage brands, products and geographies, as well as provide the
scale to drive organic growth.  In addition, we believe the
combined company will be a compelling platform for future
expansion in our industry."

The companies intend to complete this transaction within the next
three to four months.  The consummation of the merger and related
transactions is subject to various conditions, including the
approval by the Company's stockholders and the absence of legal
impediments.  The merger and related transactions are not subject
to any financing condition.

Houlihan Lokey Howard & Zukin acted as financial advisor and
Sonnenschein Nath & Rosenthal LLP acted as legal advisor to
Salton.  Lazard Freres & Co. LLC acted as financial advisor and
Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal
advisor to Harbinger Capital Partners and APN Holding Company.

                          About Applica

Applica Inc. (NYSE: APN) -- http://www.applicainc.com/-- is a   
marketer and distributor of a range of branded small household
appliances in five categories: kitchen products, home products,
pest control products, pet care products and personal care
products.

                         About Salton Inc.

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

                          *     *     *

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


SATINDER TAMBER: Case Summary & Four Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Satinder Singh Tamber
        104 B. Hoxsie Court
        Folsom, CA 95630

Bankruptcy Case No.: 07-28101

Chapter 11 Petition Date: October 1, 2007

Court: Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Charles H. Briggs, III, Esq.
                  Law Office of Charles H. Briggs, III
                  1912 I Street, Suite 102
                  Sacramento, CA 95814
                  Tel: (916) 446-4692

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $100 Million to $100 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
AT&T                                         Unknown
P.O. Box 6413
The Lakes, NV 88901-6413

Bank of America                              Unknown
P.O. Box 15713
Wilmington, DE 19886-5713

CITI                                         Unknown
P.O. Box 6407
The Lakes, NV 88901-6401

Specialized Loan Services, LLC               Unknown
P.O. Box 105219
Atlanta, GA 30348-4757


SCO GROUP: Taps Berger Singerman as General Counsel
---------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Berger Singerman P.A. as their general counsel, nunc pro
tunc to Sept 14, 2007.

Debtors selected the firm because the firm's attorneys are
qualified to practice in this Court and are qualified to advise
the Debtors on their relations with, and responsibilities to, the
creditors and other interested parties.

As the Debtors' general counsel, Berger Singerman will:

   a) advise the Debtors with respect to its powers and duties as
      debtors-in-possession and the continued management of their
      business operations;

   b) advise the Debtors with respect to their responsibilities in
      complying with the United States Trustee's Operating
      Guidelines and Reporting requirements and with the rules of
      the Court;

   c) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the cases;

   d) protect the interests of the Debtors in all matters pending
      before the Court; and

   e) represent the Debtors in negotiations with their creditors
      and in the preparation of a plan.

The firm's professionals billing rate are:

     Professional                     Hourly Rate
     ------------                     -----------
     Paul Steven Singerman, Esq.         $475
     Arthur J. Spector, Esq.             $450

     Associate Attorneys              $250 - $370
     Legal Assistants/Paralegals       $75 - $160
      
The firm disclosed that on Sept. 4, 2007, and Sept. 12, 2007,
Berger Singerman received retainers of $50,000 and $375,000,
respectively, in connection with Debtors' chapter 11 cases.

Arthur J. Spector, Esq., a shareholder of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors and their estate, and that the firm is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code.

Mr. Spector can be reached at:

   Arthur J. Spector, Esq.
   Berger Singerman P.A.
   350 E. Las Olas Boulevard, Suite 1000
   Fort Lauderdale, Florida 33301
   Tel.: (954) 713-7511
   http://www.bergersingerman.com/

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

The company and its affiliate filed for Chapter 11 protection on
Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337).  As of
Sept. 10, 2007, the Debtors' reported total assets of $14,800,000
and total debts of $7,500,000.


SCO GROUP: Promotes Sandy Gupta to President of SCO Operations
--------------------------------------------------------------
The SCO Group, Inc. has promoted Sandy Gupta to President of SCO
Operations Inc., effective immediately.  Mr. Gupta will continue
to report to Darl McBride, President and CEO of The SCO Group.

"With Sandy's extensive UNIX technical background and vision for
our SCO Mobile products, he will be able to laser-focus on product
deliverables and customer needs," Mr. McBride said.  "We have a
number of key technologies coming out in the next couple of
quarters that will drive value for our customers; Sandy's focus
will be a win-win for them.  Those expanding their IT
infrastructure into the mobile space will see a solid solution in
SCO Mobile Server, with its UNIX technology backbone.  Customers
simply needing updated core SCO UNIX technology will have greater
capabilities as well as future mobile plug and play
functionality."

The SCO Group entered the high-growth mobile market several years
ago and according to IDC's 2007 Worldwide Mobile Middleware
Forecast* it has recently moved into the leadership quadrant with
other mobile technology leaders.

Most recently, Sandy Gupta was Chief Technology Officer and
General Manager for The SCO Group.  Prior to that, he held a
number of senior positions, including VP of SCO Engineering and
Senior Director of UNIX Engineering while working for the SCO
Murray Hill office in New Jersey.  Mr. Gupta joined SCO in 1996
with the ISV engineering group.  During this time, Mr. Gupta
worked with strategic ISV partners -- including Progress, Oracle,
Computer Associates and others -- on their ports to SCO UNIX
platforms.  Mr. Gupta then moved to the SCO UK escalations group
and led the 24x7 enterprise escalations engineering team.  He also
led the SCO eCommerce and Web Services initiative in 2003.

Before joining SCO, Mr. Gupta worked for Fujitsu ICL in the United
Kingdom. During this engagement, Mr. Gupta contributed tremendous
effort to the core kernel team at ICL that oversaw the reference
port and device driver development of UNIX System V on the SPARC
platform. Prior to this experience, Gupta started his career as an
intern scientist at Indian Space and Research Organization.

"After having worked at SCO for over a decade, I am thrilled to
better serve our customers and partners in this new capacity,"  
Mr. Gupta said.  "As our primary focus, we will strengthen and
expand our UNIX product offerings to our partners and reinvigorate
our channels in doing so.  The SCO UNIX partner and customer
ecosystem has also represented a great channel to launch SCO
Mobile products and services complementary to the core UNIX
products."

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

The company and its affiliate filed for Chapter 11 protection on
Sept. 14, 2007, (Bankr. D. Del. Lead Case No. 07-11337).  As of
Sept. 10, 2007, the Debtors' reported total assets of $14,800,000
and total debts of $7,500,000.


SOLECTRON CORP: Flextronics Deal Cues Fitch to Withdraw Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded and withdrawn these Solectron
Corporation ratings following its acquisition by Flextronics
International Ltd. (Flextronics; rated 'BB+'):

  -- Issuer Default Rating to 'BB+' from 'BB-';
  -- Senior unsecured debt to 'BB+' from 'BB-';
  -- Subordinated debt to 'BB-' from 'B+'.

The rating action resolves Solectron's Rating Watch Positive
status.

Fitch has withdrawn all of the ratings for Solectron, including
its senior secured bank facility rating which was previously
affirmed at 'BB+', based on the expectation that Flextronics will
redeem all outstanding obligations of Solectron following the
close of its acquisition which occurred on Oct. 1, 2007.  The
final ratings for Solectron reflect the equivalent ratings for
Flextronics.


STEEL DYNAMICS: Moody's Affirms Ba1 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Steel Dynamics, Inc.'s Ba1
corporate family rating, Ba1 probability of default rating, the
Ba2 rating on its $500 million 6.75% senior unsecured notes due
2015, and the Ba2 rating on its 4% senior subordinated convertible
notes due 2012.

The rating affirmation follows the company's announcement that it
has entered into a definitive agreement to acquire OmniSource
Corporation, one of North America's largest processors and
distributors of scrap metal, for about $1 billion.  The
acquisition remains subject to regulatory approvals.  The rating
outlook is stable.

SDI intends to finance roughly half of the acquisition through
common stock, with the remainder through cash on hand and debt. On
a pro forma basis, inclusive of debt at OmniSource (about $210
million net debt at closing), as well as the Techs and OmniSource
acquisitions, SDI's Debt/EBITDA is expected to be about 1.6x,
using Moody's standard adjustments.

OmniSource will be a domestic subsidiary of SDI and provide a
guarantee for SDI's existing unsecured notes.  While Moody's
believes that SDI has sufficient cushion in its credit metrics to
accommodate a transaction of this magnitude without compromising
its credit profile, flexibility for continued debt financed
acquisitions at this rating level is lessened following this
acquisition and The Techs acquisition and the corollary increase
in debt (pro-forma to roughly $1.6 billion from $439 million at
FYE 2006).

Moody's views the acquisition of OmniSource as consistent with
SDI's strategy to increase self sufficiency in ferrous resources,
and believes that OmniSource will benefit SDI by improving both
the availability and cost of raw materials. Additionally, given
OmniSource's complimentary geographic footprint, position as one
of SDI largest scrap suppliers, and the long standing relationship
between the two companies, Moody's does not expect integration
risk to be a major factor.

SDI's Ba1 corporate family rating reflects the company's low cost
mini-mill operating structure, which contributes to its strong
earnings power, its growing production capabilities, and its
improving product mix, which is shifting more toward higher value-
added steel and specialty alloys.  In addition, the robust steel
price environment in recent years has enabled the company to
significantly uptier its performance and fundamentally improve its
financial profile.  Overall, SDI's steelmaking process requires
only 0.3 man-hours to produce a hot band ton in the flat roll
division; Moody's believes that SDI is among the most profitable
steel producers in the United States on a per ton basis.

Given this fundamental improvement in performance over recent
years and SDI's business strategy, which includes both organic
growth and growth by acquisition, the company has an acceptable
cushion at the Ba1 rating level for a more normalized "through the
cycle" earnings scenario. Additionally, SDI benefits from flexible
labor arrangements, the absence of a defined benefit pension
program, and manageable environmental liabilities.  Factors
limiting the rating include the company's modest size relative to
investment grade steel producers, the secured nature of its credit
facility and the company's acquisition-driven growth strategy.

The stable outlook captures Moody's expectations that SDI will
continue to exhibit solid earnings and cash generation over the
next twelve months reflective of its low cost position and
continued acceptable business environment in key markets served,
commercial construction in particular.  The outlook also
anticipates that given the recent acquisition activity and
increased debt levels, SDI will look to balance cash generation
uses among debt reduction, expansion and share repurchases.
Considering SDI's growth initiatives, and the corollary impact on
spending requirements, we do not see the company sustaining the
financial leverage and coverage ratios appropriate for an
investment grade company.  In addition, the company continues to
have a secured credit facility, recently increased to
$750 million, which remains an impediment to achieving an
investment grade rating.

Moody's previous action for SDI was on July 12, 2007, when its
ratings outlook was revised to stable from positive.

Headquartered in Fort Wayne, Indiana, Steel Dynamics had total
consolidated steel shipments of about 4.7 million tons and
generated revenues of $3.2 billion in 2006.  Pro-forma for The
Techs acquisition, 2006 revenues would have been $4 billion.

Based in Fort Wayne, Indiana, OmniSource is a privately owned
scrap processor and distributor that operates 42 facilities in the
United States and Canada.  The company processed 5.7 million tons
of ferrous scrap and 800 million pounds of non-ferrous metals in
2006, generating revenues of about $2.3 billion.


SULTAN INC: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Sultan, Inc.
             6065 Fairmont Parkway, Suite A
             Pasadena, TX 77505-4022

Bankruptcy Case No.: 07-36822

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Sultan H. Abdullah & Shameen B. Abdullah   07-36833

Chapter 11 Petition Date: October 1, 2007

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: J. Craig Cowgill, Esq.
                  2211 Norfolk, Suite 1190
                  Houston, TX 77098
                  Tel: (713) 956-0254
                  Fax: (713) 956-6284

                                   Assets              Debts
                              ---------------       ------------
Sultan, Inc.                      $100,000 to      $1 Million to
                                   $1 Million       $100 Million

Sultan H. Abdullah &                  $92,000         $1,131,681
Shameen B. Abdullah

A. Sultan, Inc's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
AlanTown Enterprises, Inc.     bank loan                  $37,332
2238 South Lane
Stafford, TX 77477

Noor Ali Hussain bank loan                                $18,666
12670 Jebbia Lane
Stafford, TX 77477-3302

Oconnor                        bank loan                   $3,568
Commercial Property
Tax Division
2200 North Loop West,
Suite 200
Houston, TX 77018-8009

Egly, Holcombe & Peebles       bank loan                   $3,170

Texas Commisssion              bank loan                   $1,500
On Environmental Quality

Waste Management               bank loan                     $235

Daniel Snooks                  bank loan Contingent            $1

Pankaj R. Parmar               bank loan Contingent            $1
Linebarger Goggan

L. David Smith                 bank loan Contingent            $1

B. Sultan H. Abdullah & Shameen B. Abdullah's Six Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MetroBank, N.A.                                        $1,000,300
Attention: Manson Tsai
9600 Bellaire Boulevard,
Suite 252
Houston, TX 77036-4520

Bank Of America                                           $11,665
P.O. Box 15726
Wilmington, DE 19886

Worldpoints                                                $5,707
P.O. Box 15721
Wilmington, DE 19886

Discover Card                                              $4,097

Home Depot                                                 $2,172

Lowes                                                        $738


SWEET TRADITIONS: Panel Wants DIP Financing Terms Clarified
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Sweet Traditions
LLC and Sweet Traditions of Illinois LLC's chapter 11 cases
opposes entry of an order granting final approval of the Debtors'
motion to obtain $700,000 in postpetition financing from Allied
Capital Corporation and use of Allied's cash collateral.

On Sept. 6, 2007, the U.S. Bankruptcy Court for the Eastern
District of Illinois granted the Debtors' request on an interim
basis.

According to the Committee, the postpetition financing agreement
lacks clear and detailed explanation of some basic terms like
nature of the facility as a revolving line or single advance,
applicable interest rates, repayment of the facility, and maturity
date.

Other than a DIP lender, Allied is also the Debtors' prepetition
lender pursuant to a loan agreement dated Aug. 11, 2006, granting
the Debtors $40,120,000 in financing.  The prepetition debt is
secured by certain of the Debtors' assets, including a lien upon
the Debtors' interests in various parcels of real estate in
Missouri, Illinois, and Indiana.

Additionally, the credit agreement prohibits the Debtors from
engaging in any merger or consolidation with any entity, which
provision, the Committee contends, would eliminate some potential
options of the Debtors to reorganize the bankruptcy estate.

The Committee also notes that section 7.1(i) of the credit
agreement establishes as an event of default the entry of "any
order of the Bankruptcy Court not approved by the [DIP] lender".

"Even in the typically one-sided arena of post-petition financing,
this provision seems far too overreaching as it sets up the DIP
lender as the overseer of all orders entered by the Court and,
correspondingly, the ultimate arbiter of the course and direction
of the bankruptcy proceeding," counsel for the Committee Jonathan
A. Margolies, Esq., at Shughart Thomson & Kilroy P.C. argues.

Further, the Committee tells the Court that the carve-out for
professionals establishes a limitation of $25,000 for its legal
fees.  Given the size and potential complexity of the Debtors'
jointly administered chapter 11 proceeding, the Committee believes
that the case is likely to engender legal fees for the Committee  
considerably in excess of the $25,000 ceiling.  The Committee also
believes that its professionals should be treated similar to other
estate professionals who will undoubtedly generate fees
substantially greater than $25,000 as well.  "The constituency of
unsecured creditors should not be singled out for that limited
protection of its interests," Mr. Margolies says.

                     About Sweet Traditions

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet   
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.  Jonathan
Margolies, Esq. at Shughart Thomson & Kilroy, PC is counsel to the
Debtors' Official Joint Committee of Unsecured Creditors.  The
Debtors' schedules disclose total assets of $9,391,175 and total
liabilities of $51,552,132.


SWEET TRADITIONS: Wants Guilfoil Petzall as Special Counsel
-----------------------------------------------------------
Sweet Traditions LLC and Sweet Traditions of Illinois LLC ask the  
U.S. Bankruptcy Court for the Eastern District of Missouri for
permission to employ Guilfoil, Petzall & Shoemake, LLC as their
special counsel.

Prior to the bankruptcy filing, Guilfoil was counsel to Sweet
Traditions of Illinois in a lawsuit against Harris Realty Inc.
instituted in Circuit Court of DuPage County, Illinois.  A
judgment was entered June 8, 2007, formalized in June 12, and
Sweet Traditions of Illinois filed its appeal from the June 8
judgment on July 6.  The appeal is currently pending at the Second
District of Illinois Court of Appeals.  The firm continues to
represent the Debtor in the pending appeal.

At postpetition date, the firm will:

   a. advise and represent the Debtors and the Debtors' bankruptcy
      counsel with respect to legal issues associated with the
      DuPage Appeal, and draft documents relating to the appeal;
      and

   b. advise and represent the Debtors and the Debtor's bankruptcy
      counsel with respect to Real Estate Transactions, and
      draft documents relating to the transactions.

For services rendered in connection with the DuPage Appeal, the
firm will bill the Debtors, pursuant to a fee agreement dated
June 14, 2007, at $225 per hour for an estimated 85 hours of total
services rendered, resulting in a total bill of $19,125.  Under
the fee agreement, the firm's total fee for the appeal is limited
to $19,125.  

Under the fee agreement, if the appeal does not result in a
reversal of the DuPage County Circuit Court's June 8, 2007
decision, the firm will not be entitled to collect fees from the
Debtors.  A reversal of the circuit court's decision will entitle
the firm to collect fees for its expenditure of time but not to
exceed 85 hours.  If the appellate court reverses the circuit
court's decision and remand the matter to the trial court, the
firm will receive legal fees regardless of the outcome of any
subsequent proceedings at the trial court level after the remand.

Regarding the Real Estate Transactions, the firm will apply to the
Court for allowance of compensation in accordance with applicable
provisions of the Bankruptcy Code.  Guilfoil's current hourly rate
is $225.

The Debtors believe that the firm is well qualified to act as
their special counsel and has extensive experience and knowledge
of the Debtors' businesses and financial affairs, specifically in
the DuPage Action and Appeal and the pending Real Estate
Transactions of the Debtors.

To the best of the Debtors' knowledge, the firm does not hold or
represent any interest adverse to the Debtors or their estates.

The firm can be reached at:

             Jim J. Shoemake, Esq.
             Guilfoil Petzall & Shoemake LLC
             Suite 500, 100 South Fourth Street
             St. Louis, Missouri 63102
             Tel: (314) 241-6890
             Fax: (314) 241-2389
             http://www.gpslegal.com/

Saint Louis, Missouri-based Sweet Traditions, L.L.C. --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet   
Traditions of Illinois, L.L.C., are franchisees of Krispy Kreme
Doughnuts, Inc, which owns, operates and franchises specialty
retail stores offering doughnuts.

The Debtors filed for Chapter 11 bankruptcy protection on Sept. 4,
2007 (E.D. Missouri Case Nos. 07-45787 and 07-45789).  David A.
Warfield, Esq. and Laura Toledo, Esq. at Blackwell Sanders, L.L.P.
represent the Debtors in their restructuring efforts.  Jonathan
Margolies, Esq. at Shughart Thomson & Kilroy, PC is counsel to the
Debtors' Official Joint Committee of Unsecured Creditors.  The
Debtors' schedules disclose total assets of $9,391,175 and total
liabilities of $51,552,132.


TERRENCE HAVANEC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Terrence Havanec
        P.O. Box 700965
        Kapolei, HI 96709

Bankruptcy Case No.: 07-01030

Chapter 11 Petition Date: October 2, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ted N. Pettit, Esq.
                  Case Lombardi & Pettit
                  737 Bishop Street, Suite 2600
                  Honolulu, HI 96813
                  Tel: (808) 547-5400
                  Fax: (808) 523-1888

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


TESORO CORP: Earns $443 Million in Second Quarter Ended June 30
---------------------------------------------------------------
Tesoro Corporation, formerly known as Tesoro Petroleum Corp.,
reported second quarter net income of $443 million, compared to
$326 million in the second quarter of 2006.  Year-to-date net
income totaled $559 million, compared to net income of
$369 million for the first six months ended June 30, 2006.

Revenues rose to $5.60 billion in the second quarter of 2007,
compared to revenues of $4.93 billion in the same period last
year.  Year-to-date revenues likewise increased to $9.48 billion,
from $8.81 billion in 2006.

Year-to-date refinery operating income totaled $1.05 billion
dollars compared to $718 million in the same period last year.  
The improvement is primarily attributable to increases in
throughput and clean product margins.  The company achieved 91%
utilization rates for the second quarter, excluding results from
the Los Angeles refinery.

"While the addition of the Los Angeles refinery positively impacts
our year over year comparisons, approximately 90% of our second
quarter earnings growth was from our existing system," said Bruce
Smith, Tesoro's chairman, president and chief executive officer.   
"It was a busy quarter for the company.  We successfully
integrated the new Shell and USA retail assets, integrated the Los
Angeles refinery and completed two turnarounds at the facility.
Now that Los Angeles has finished its scheduled maintenance for
the year, we expect the refinery to run at higher throughput rates
and to capture a greater percentage of the available margin than
we recorded in the second quarter," said Smith.

Capital expenditures for the year are expected to remain at
$900 million.  In 2007, the company completed the Amorco wharf
crude oil blending project at Golden Eagle, installed the new
diesel desulphurization unit in Alaska, and upgraded the catalytic
cracker unit at Salt Lake City.  The company said that it expects
to increase the sulfur handling capabilities of the Anacortes
refinery in the third quarter, thereby increasing the amount of
sour crude the refinery can process.  The Golden Eagle coker
modification project is expected to be completed in the first
quarter of 2008.

At the end of June, the company's debt to capitalization was 37%.
By August 3rd the company repaid all outstanding borrowings on its
revolving line of credit.  Including the debt repayments
subsequent to the quarter, pro-forma debt to capitalization ratio
would have been 33% at June 30, 2007.  "One of our main goals this
year was to reduce our debt-to-capitalization ratio to below 40%
by year end, which we achieved almost six months early.  The
company does not have additional debt that can be repaid, so cash
flow will now be directed towards organic capital projects.  We
believe these programs offer the opportunity to continue to
substantially increase shareholder value," said Smith.

At June 30, 2007, the company's consolidated balance sheet showed
$8.22 billion in total assets, $5.14 billion in total liabilities,
and $3.08 billion 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?23ed

                        About Tesoro Corp.

Headquartered in San Antonio, Texas, Tesoro Corporation (NYSE:
TSO) -- http://www.tsocorp.com/-- is an independent refiner and  
marketer of petroleum products.  Tesoro, through its subsidiaries,
operates seven refineries in the western United States with a
combined capacity of approximately 660,000 barrels per day.  
Tesoro's retail-marketing system includes over 890 branded retail
stations, of which over 450 are company operated under the
Tesoro(R), Shell(R), Mirastar(R) and USA(R) brands.  The company
dislosed on Nov. 8, 2004, the change of the company's name from
Tesoro Petroleum Corp. to Tesoro Corporation, effective
immediately.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 4, 2007,
Fitch Ratings upgraded the Tesoro Petroleum Corp.'s Issuer Default
Rating to 'BB+' from 'BB'.  The Rating Outlook is Stable.


TORONTO-DOMINION: Moody's Holds B+ Financial Strength Rating
------------------------------------------------------------
Moody's Investors Service affirmed its ratings on Toronto-Dominion
Bank (TD, bank financial strength at B+, long-term deposits at
Aaa) and TD Banknorth Inc. (TD Banknorth, senior debt at Aa3; lead
bank financial strength at B- and long-term deposits at Aa2).

This affirmation follows the announcement by TD that it reached an
agreement to acquire 100% of Commerce Bancorp Inc. for CDN$8.5
billion in a 75% / 25% stock / cash transaction.  With regards to
Commerce's ratings, Moody's affirmed the B- bank financial
strength ratings of lead bank, Commerce Bank N.A., and the P-1
short-term ratings of both Commerce and Commerce Bank.  The rating
agency also place on review for upgrade Commerce's A2 long-term
issuer rating and Commerce Bank's A1 long-term deposit and senior
debt ratings.

According to senior credit officer, Peter Routledge, "the
affirmation is based on the long-term improvement in TD's U.S.
retail banking franchise which offsets the short-term impact of
lower capital ratios.  Mr. Routledge went on to note that "in
2008, this transaction will put a moderate strain on TD's capital
ratio.  Moreover, unanticipated events -- such as the possibility
that TD is compelled to take the Asset-Backed Commercial Paper
conduits that it sponsors on balance sheet -- could further strain
capital.

That said, Moody's believes TD has ample levers at its disposal to
maintain adequate capitalization at its current rating level."  
Moody's based its decision to place Commerce's deposits and senior
debt ratings on review for upgrade on the implied support from its
soon-to-be parent, Toronto-Dominion Bank.

With this acquisition, TD will double the size of its retail
banking franchise in the United States largely within its existing
geographic footprint -- that is, New England and the Mid-Atlantic
states.  Given that this is largely an in-market merger, the
likelihood that a combined TD Banknorth / Commerce entity will
improve risk-adjusted profitability is an additional positive to
the merger, in Moody's view.  

Mr. Routledge noted, however, that "Moody's does not believe the
incremental improvement in TD's franchise value in the U.S.
warrants a change in the financial strength ratings of TD
Banknorth and Commerce.

There are three reasons for this. First, both TD Banknorth and
Commerce suffer from relatively weak risk-adjusted profitability
relative to peers and the merger synergies, if achieved, will not
dramatically alter this condition in the medium term.  Second,
TD's constrained capital warrants additional prudence in
evaluating the combined TD Banknorth / Commerce entity.  And,
thirdly, TD will have to manage through a period of heightened
integration risk as it proceeds to integrate Commerce into its
U.S. operations and to embed its enterprise risk management
disciplines into that organization."

Turning to the subject of what could change TD's ratings in the
future, Mr. Routledge noted that "TD's financial strength rating
is unlikely to move up in the foreseeable future given its
constrained capital position.  Moody's could adjust TD's ratings
or outlook down if its capital ratios deteriorate materially from
current levels for a sustained period.  We also note that the
integration of two similarly sized institutions with very
different business models will result in an elevated level of
business risk in 2008.  Any incremental rise in business risk
could also precipitate negative rating pressure."

Moody's expects that TD's capital ratio (i.e., tangible common
equity as a percent of risk-weighted plus securitized assets) will
remain near 6% through most of 2008.  At the completion of the
Commerce acquisition, the bank's capital ratio could fall below
6%.  Incorporated within TD's current ratings and outlook is an
expectation that such a scenario would last at most two to three
quarters.

Moody's also points out that its capital ratio calculation
incorporates a sizable measure of conservatism for TD's other
large U.S. holding, TD Ameritrade Holding Corporation (AMTD,
senior secured bank credit facility rated Ba1).  Moody's applies a
haircut to TD's tangible common equity to offset the risk of its
substantial investment in AMTD.  The haircut Moody's applies is
50% of the current value of the AMTD investment on TD's
consolidated balance sheet.

Moody's made these rating actions:

On Review for Possible Upgrade:

Issuer: Commerce Bancorp, Inc.

   -- Issuer Rating, Placed on Review for Possible Upgrade,
      currently A2

Issuer: Commerce Bank, N.A.

   -- Issuer Rating, Placed on Review for Possible Upgrade,
      currently A1

   -- OSO Senior Unsecured OSO Rating, Placed on Review for
      Possible Upgrade, currently A1

   -- Senior Unsecured Deposit Rating, Placed on Review for
      Possible Upgrade, currently A1

Outlook Actions:

Issuer: Commerce Bancorp, Inc.

   -- Outlook, Changed To Rating Under Review From Stable

Issuer: Commerce Bank, N.A.

   -- Outlook, Changed To Rating Under Review From Stable

Toronto-Dominion Bank, headquartered in Toronto, Canada, reported
total assets of CDN$404 billion as of July 31, 2007.  Commerce
Bancorp Inc., headquartered in Cherry Hill, New Jersey, reported
total assets of $48.2 billion as of
June 30, 2007.


US CONCRETE: Completes Acquisition of Architectural Precast
-----------------------------------------------------------
U.S. Concrete Inc. has completed the acquisition of Architectural
Precast LLC.  Terms of the acquisition were not disclosed.

The company used borrowings under its revolving credit facility to
fund the purchase price.
    
"The combination of API's architectural and structural pre-cast
products with our existing ready-mixed concrete products will
allow us to provide our customers in our Atlantic Region with a
full range of products and services," Michael W. Harlan, U.S.
Concrete's president and chief executive officer, said.  "We are
very pleased that we have been able to retain the current
management team at API, which has significant experience and
expertise, to continue to run this operation."
    
Due to the revenue growth and expanding geographical footprint of
the company's pre-cast concrete operations, the company also
disclosed that it has reorganized its Western Pre-Cast Region into
the Pre-Cast Division.  

The API acquisition represents the company's third acquisition of
a pre-cast company in the last year and a half, and it expects to
explore additional opportunities to grow its Pre-Cast Division.  

In connection with the new division, Douglas W. McLaughlin has
been appointed as vice president -- U.S. Concrete Precast
Division.  Prior to the appointment, Mr. McLaughlin had been
serving as the regional vice president for the company's Southwest
Precast operations.

>From 1975 to 1999 Mr. McLaughlin served in various positions at
San Diego Precast Concrete Inc., a company that was acquired by
U.S. Concrete in 1999 and has served as the platform business for
the Western Pre-Cast Region.
    
"The pre-cast concrete industry represents a significant potential
growth opportunity for the Company, as well as an opportunity to
expand our presence into historically higher margin business
lines,” Mr. Harlan said.  “Doug's 32 years of experience in this
industry, and proven track record in our Western Pre-Cast Region,
makes him the ideal person to lead U.S. Concrete's Pre-Cast
Division."

                About Architectural Precast LLC

Located in Middleburg, Pennsylvania, Architectural Precast LLC –-
http://www.apiprecast.com/-- is a designer and manufacturer of  
premium quality architectural and structural pre-cast concrete
products serving the Mid-Atlantic region.

                      About U.S. Concrete

Headquartered in Houston, Texas, U.S. Concrete Inc. (NASDAQ:
RMIX) -- http://www.us-concrete.com/-- services the construction  
industry in several markets in the United States through its two
business segments: ready-mixed concrete and concrete-related
products; and pre-cast concrete.  The company has 150 fixed and
nine portable ready-mixed concrete plants, 9 pre-cast concrete
plants, three concrete block plants and eight aggregates
facilities.  During 2006, these facilities produced approximately
9.1 million cubic yards of ready-mixed concrete, 4 million eight-
inch equivalent block units and 4.6 million tons of aggregates.

                          *     *     *

In September 2006, Moody's Investor Services placed U.S. Concrete
Inc.'s long term corporate family and probability of default
ratings at 'B1', which still hold to date.  The outlook is stable.


US ENERGY: Lenders Extend Credit to Meet Capital Deficiencies
-------------------------------------------------------------
U.S. Energy Systems, Inc., disclosed arrangements with lenders,
deferring obligations, and provided an update on its restructuring
plans.

                       Lender Arrangements

The company disclosed that it has now successfully entered into
arrangements with its lenders to fund short-term operating and
capital requirements and to defer certain obligations.  One of the
company's senior lenders has extended additional credit to USEY to
enable the company to meet certain working capital deficiencies.  
In addition, the company's existing lenders have now agreed to
allow the company to draw down funds from restricted reserves to
pay for certain operational and capital expenditures approved by
the lenders in connection with the UK operations.

The company's lenders have now made funds available to allow the
company to perform scheduled maintenance at the Knapton power
plant and to undertake repairs at one of the UK gas wells.  As
previously reported, one of the producing wells did not return to
production after it was shut down for collection system repairs.  
As a result of this shortfall in the production of gas, the power
plant is producing at approximately 20% below its generating
capacity, causing a reduction in revenues of approximately $13,000
per day.  A workover of the well is needed to bring the well back
into production. As previously disclosed, management estimates
that this workover will cost approximately $1,000,000 and take 6
to 8 weeks from commencement to complete.  There can be no
assurance that the initial workover will be successful.  If it is
not successful, more expensive procedures may be required to bring
the well back to production.

The company's lenders have also made funds available to allow the
company to continue a 3D seismic study of its UK gas reserve
structures.  The field work for the seismic study is expected to
be completed shortly, and analysis of the field data is expected
to be completed by January 2008.  When complete, the 3D seismic
study will provide the company's management with additional
guidance regarding the optimal location of additional wells needed
to monetize the gas identified in the reserve reports, which are
expected to be updated before the end of the year.

In addition, the company's lenders have given USEY relief from
capital contribution requirements under the UK financing
arrangements.  The company previously reported in the Troubled
Company Reporter on Sept. 5, 2007, that it had insufficient funds
to make certain required payments that were due beginning in
September 2007.  Under a recent amendment to the UK financing
documents, the company's lenders have permitted the company to
defer these capital contributions so that they are not due until
Nov. 30, 2007.  Because the Company continues to be in non-
monetary default under the UK financing arrangements however, it
is required to pay interest at the default rate under the UK
financing arrangements.  This results in an additional monthly
interest payment equal to approximately $220,000, of which
approximately $92,000 is rolled up into principal under the terms
of the UK financing documents.

Notwithstanding the stabilizing steps disclosed, the company has a
continuing requirement to effect a refinancing or other financial
restructuring, which may require sales of assets or raising
additional capital which could be significantly dilutive to
existing shareholders.  In addition, the company's continuing non-
compliance with certain of its non-monetary obligations under the
UK financing arrangements permits the financing parties to declare
a default and accelerate the indebtedness and foreclose on the
collateral; as such, additional defaults could occur in the
future.  The failure to obtain additional financing or to
restructure the existing indebtedness could result in the lenders
foreclosing on the assets securing the indebtedness and/or
bankruptcy or insolvency proceedings.

                    Personnel Appointments

The company disclosed the appointment of Joseph P. Reynolds as
Chief Executive Officer and President of USEY and as Chief
Executive Officer of the company's UK subsidiary (UKES).  Mr.
Reynolds, who has over 30 years of experience in the energy
industry, has held operations and management positions with
Occidental Petroleum, Tenneco Gas/El Paso, Enron and Unocal.

During his long and distinguished career in the energy sector, Mr.
Reynolds has developed and managed international midstream and
downstream oil and gas facilities, as well as LNG, chemical, and
power generation projects, including renewable energy projects.  
He has been responsible for overseeing the development, financing
and management of greenfield facilities and acquisitions, and the
development of new technology, including heavy oil extraction,
shale oil, ethanol and biomass.  He holds an MBA from Durham
University UK and a BS from the University of Alabama in
petroleum/chemical processing.  Mr. Reynolds also attended
Teesside University (Polytechnic) UK, studying Electrical/Control
Engineering.  He is a registered professional engineer in Europe,
a Chartered Chemical Engineer and a Chartered Scientist in the UK.

The company also reported senior level management promotions in
its U.S. Energy Biogas (USEB) subsidiary.  Richard J. Augustine,
who has been serving as President of USEB, was appointed the
subsidiary's Chief Executive Officer.  Mr. Augustine will also
retain his position as Vice President at USEY.  Steven Laliberty,
currently serving as Vice President of Operations for USEB,
succeeds Mr. Augustine as President of USEB.  With a combined 35
years of experience in the landfill gas sector, Messrs. Augustine
and Laliberty have expertise in all aspects of the business,
including operations, development and financings, as well as the
monetization of tax credits and the sale of carbon credits and
renewable energy credits.

                      Restructuring Update

The company noted that these new appointments come as USEY moves
on to the next stage in its restructuring process.  At UKES Mr.
Reynolds succeeds Grant Emms, who has resigned as CEO.  Mr. Emms
is working with potential investors who are engaged in discussions
with the Company regarding a purchase of the company's UK assets.  
At USEY Mr. Reynolds succeeds Richard Nevins, who had been serving
as interim Chief Executive Officer.  Under Mr. Nevins' leadership
the Company has been in discussions with its lenders to stabilize
its position through restructuring existing indebtedness and
accessing restricted cash reserves and cash available from
subsidiaries that is currently restricted by the financing
arrangements of the subsidiaries.

                Review of Strategic Alternatives

"With our progress over the past few weeks and the cooperation we
have earned from our lenders, we believe USEY now has the
opportunity to improve the value of our assets and move forward in
evaluating all of the Company's strategic alternatives," the Board
of Directors stated.

The Board is currently assessing how best to maximize the
enterprise value of the company for the benefit of shareholders.  
As previously reported, it entered into a Letter of Intent for the
sale of USEB and is now evaluating additional proposals with
respect to USEB.  The Board also is exploring a range of strategic
alternatives for the company's UK assets.  It is in discussions
with investors and strategic partners who could provide USEY with
capital, expertise and resources to further develop the UK assets,
and it also is engaged in discussions regarding the sale or
partial sale of the UK assets.  Additionally, the Board is
analyzing a number of recapitalization and merger proposals at the
parent level.  Although the company can furnish no assurance that
it will be able to restructure existing indebtedness, raise
additional capital or otherwise obtain funding for future
operations and capital expenditure requirements, the Board said
that it will continue to review all of USEY's long-term strategic
options.

                     Nasdaq Listing Status

The company also disclosed that it failed to file its Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2007
and June 30, 2007 by the deadlines of Sept. 21 and 28, 2007 as
required by the terms of a decision by the NASDAQ Listing
Qualifications Panel.  USEY has submitted a request to the NASDAQ
Panel for a further extension of time to file these reports.  
There can be no assurance that the NASDAQ Panel will grant any
further extension and consequently that the company's shares of
common stock will remain listed on The NASDAQ Stock Market.

In addition, USEY disclosed that on Oct. 1, 2007, it received a
letter from the NASDAQ Stock Market notifying the company of its
non-compliance with Marketplace Rule 4310(c)(4), because for 30
consecutive business days, the bid price of the company's common
stock had closed below the minimum $1.00 per share requirement for
continued listing.  In accordance with Marketplace Rule
4310(c)(8)(D), the company has been provided 180 calendar days, or
until March 31, 2008, to regain compliance.  If, at anytime before
March 31, 2008, the bid price of the company's common stock closes
at $1.00 per share or more for a minimum of 10 consecutive
business days, Nasdaq will provide written notification that USEY
complies with the Rule.  If compliance with this Rule cannot be
demonstrated by March 31, 2008, Nasdaq will determine whether the
company meets The Nasdaq Capital Market initial listing criteria
as set forth in Marketplace Rule 4310(c), except for the bid price
requirement.  If it meets the initial listing criteria, Nasdaq
will notify the company that it has been granted an additional 180
calendar day compliance period.  If the Company is not eligible
for an additional compliance period, Nasdaq will provide written
notification that the company's securities will be delisted.  At
that time, the company may appeal Nasdaq's determination to delist
its securities to a Listing Qualifications Panel.

                    About U.S. Energy Systems

U.S. Energy Systems, Inc. -- http://www.useyinc.com/-- (Nasdaq:  
USEY) owns of green power and clean energy and resources.  USEY
owns and operates energy projects in the United States and United
Kingdom that generate electricity, thermal energy and gas
production.

The company has a 100% interest in U.S. Energy Biogas Corp., which
owns and operates 23 landfill gas to energy projects in the United
States, 20 of which produce electricity and three of which sell
landfill gas as an alternative to natural gas.  The company also
has a 100% interest in Plymouth Envirosystems, Inc., which owns a
50% interest in Plymouth Cogeneration Limited Partnership.  
Plymouth Cogeneration Limited Partnership owns and operates a
combined heat and power plant in Massachusetts that produces
1.2MWs of electricity and 7 MWs of heat.  The company further has
a 79% interest in GBGH, LLC, which owns energy assets and mineral
rights in the United Kingdom including a 42MW gas-fired power
plant and gas licenses for approximately 100,000 acres of onshore
natural gas properties and mineral rights in North Yorkshire,
England.  GBGH is the parent company of UK Energy Systems, LTD.

                       Bankruptcy Warning

As reported in the Troubled Company Reporter on Sept. 5, 2007,
U.S. Energy Systems, Inc., on June 25, 2007, said that, absent a
refinancing, the raising of additional capital or other financial
restructuring, the company would be unable, as early as August
2007, to meet operating requirements and certain contractual
obligations as they become due.  In addition, the company further
indicated that it had insufficient funds to make certain required
capital contributions required under the UK financing arrangements
between September and December of 2007.

The failure to obtain such funds is likely to result in USEY
filing for protection in the U.S. under Chapter 11 of the
Bankruptcy Code and its UK subsidiaries being forced to enter
bankruptcy administration in the UK.


* 22 McKissock & Hoffman Attorneys to Join Eckert Seamans
---------------------------------------------------------
Eckert Seamans Cherin and Mellott LLC is forming a Professional
Liability practice with the addition of 22 attorneys from
McKissock & Hoffman including name partner Peter Hoffman.  The
group will join the firm in the continued expansion of Eckert
Seamans' Philadelphia and Harrisburg offices and create a new
Eckert Seamans office in West Chester, Pennsylvania, effective
October 1st.
    
The group will consist of 9 firm members, and 13 associates and
will be led by Peter Hoffman, who is known and respected in the
defense of professional liability cases.  Mr. Hoffman will reside
in Eckert Seamans' Philadelphia office.  In his new role at Eckert
Seamans, Mr. Hoffman will serve as member and chairman of the
professional liability practice.
    
In addition to Mr. Hoffman, moving to Eckert Seamans as members
are:

   -- Donald J. Brooks Jr.
   -- Timothy J. Burke
   -- John A. Filoreto
   -- Maureen P. Fitzgerald
   -- Eileen Lampe
   -- Jeffrey P. Lewis
   -- Edwin A. D. Schwartz
   -- Christopher Thomson

Joining the firm as associates are:

   -- Ryan N. Boland
   -- Lauren M. Burnette
   -- Ann B. Cairns
   -- Joseph V. Conroy
   -- Melissa B. Gorsline
   -- Gregory L. Kallet
   -- Richard Kim
   -- Steven E. McCord
   -- Richard J. Mosback, Jr.
   -- Joan D. Plump
   -- David J. Schertz
   -- David M. Schwadron
   -- Shannon B. Stewart.
    
"We are extremely pleased that Peter and his group will be joining
our firm in Philadelphia," Tim Ryan, chief executive officer of
Eckert Seamans, said.  "In addition to this group's track record
of high performance in professional liability defense, they are a
diverse group of attorneys steeped with experience and broad
understanding of business law and litigation."
    
"These are some of the most respected attorneys in the Delaware
Valley," Albert Bixler, member-in-charge of Eckert Seamans'
Philadelphia office, added.  "We are very fortunate to be able to
offer the resources of this group, which includes seasoned
counselors and trial lawyers to our clients."
    
"As we looked toward the future for our people and our clients,
Eckert Seamans made a great deal of sense as a platform for
development and a place where we could provide our clients with
the best service possible for the long term," Mr. Hoffman said.
"The firm has made a true commitment to growth, to its people and
to the greater Philadelphia region.  We're confident that we'll be
better positioned to meet client needs from within
our practice and provide them with access to more extensive legal
resources from throughout the firm."
    
Mr. Hoffman's practice includes complex cases such as antitrust,
securities, class action, creditor's rights, commercial
litigation, ERISA and real estate litigation.  A substantial
portion of his practice is devoted to professional liability,
primarily medical and legal malpractice, commercial litigation,
construction, products liability, toxic torts and
insurance coverage.

Nationally recognized for his work in professional liability, Mr.
Hoffman was awarded the 1989 Fred H. Sievert Outstanding
Defense Bar Leader Award by the Defense Research Institute, and he
has received numerous honors from the bar and other independent
regional and national professional organizations. He received his
law degree from Temple University School of Law.

He earned his master's degree from the Graduate School of Public
Affairs, State University of New York, and he received his
bachelor's degree from Washington & Jefferson College. He is a
Fellow of the American College of Trial Lawyers, International
Academy of Trial Lawyers and American Board of Trial Advocates.
    
With the addition of this new group, Eckert Seamans will now have
63 attorneys in its Philadelphia office.
    
             About Eckert Seamans Cherin & Mellott
    
Headquartered in Pittsburgh, Pennsylvania, Eckert Seamans Cherin &
Mellott LLC – http://www.eckertseamans.com/-- is a national law  
firm with ten offices throughout the eastern United States, that
provides a full range of legal services nationwide to businesses
of all sizes, institutions, municipalities, colleges and
universities, government agencies and individuals.  Its practice
areas encompass litigation, including mass tort and products
liability litigation, corporate and business law, intellectual
property law, labor and employment relations, aviation & aerospace
law, bankruptcy and creditors' rights, employee benefits,
environmental law, construction law, municipal finance, real
estate, and tax and estate law.  Eckert Seamans has offices in
Pittsburgh, Harrisburg, Philadelphia, Southpointe and West
Chester, Pennsylvania; Wilmington, Delaware; Morgantown, West
Virginia; Boston, Massachusetts, Washington, D.C. and White
Plains, New York.


* 34 Bankruptcy Lawyers Join Lavery de Billy
--------------------------------------------
Thirty-four lawyers specializing in business law, commercial
litigation and bankruptcy and insolvency, together with some forty
translators, paralegals and legal and administrative support staff
from the Montreal office of Desjardins Ducharme have joined the
Lavery de Billy team as of Oct. 1, 2007.

Lavery de Billy now has a combined force of 175 lawyers, with 80
lawyers specializing in business law and 95 lawyers specializing
in virtually every other area of the law.
    
"With the addition of these professionals, we will provide our
clients with access to 80 business lawyers who have expertise and
leading-edge skills in all practice areas required to meet the
needs of the business world, including corporate finance,
securities, mergers and acquisitions, taxation, real estate,
commercial and class action litigation, and bankruptcy and
insolvency" Richard Dolan, managing partner of the firm, said.
    
"Our clients can also count on the know-how and resourcefulness of
another 95 lawyers specializing in other areas of the law
including labour and employment, civil and professional liability,
environmental, information and privacy, construction,
transportation, intellectual property, criminal and family law"
Michel Yergeau, the firm's chairman, added.
    
"This combination of forces will be beneficial to all our clients
since it will allow us to continue to serve them well while
providing them with access to a broader range of services and
increased depth of expertise" Gerard Coulombe, noted.
    
                     About Lavery de Billy

Lavery de Billy –- http://www.laverydebilly.com/-- is an  
independent and multidisciplinary law firm with 175 lawyers
serving national and international clients in all areas of law.  
It has offices in Montreal, Quebec City, Laval and Ottawa. Lavery,
de Billy is a member of the World Services Group
-- http://www.worldservicesgroup.com/-- an international network  
of service firms present in 135 countries.


* Cohen & Grisby Adds Five New Attorneys to Pittsburgh Offices
--------------------------------------------------------------
Cohen & Grigsby appointed five new attorneys who will be based in
the firm's Pittsburgh offices:

   * Jonathan P. Altman joins Cohen & Grigsby as an associate in
     the firm's Business Practice Group, where he will focus on
     general corporate matters.  He received his B.B.A. in finance
     and business pre-law from the Ohio University College of
     Business and his J.D. from the University of Pittsburgh
     School of Law.  Mr. Altman lives in Pittsburgh.

   * Scott C. Graham joins the firm as an associate in the
     Business Practice Group.  He will concentrate his practice on
     general corporate matters.  Mr. Graham received his B.S. in
     finance from the Pennsylvania State University and his J.D.
     from the University of Pittsburgh School of Law.  Mr. Graham
     is a resident of Pittsburgh.

   * Jessi D. Herman joins Cohen & Grigsby as an associate in the
     Labor & Employment Practice Group, where she will focus on
     representing and counseling employers on a wide range of
     employment-related matters.  She received her B.A. in history
     from Eastern University, an MTS from Candler School of
     Theology, and a J.D. from Emory University School of Law.
     Ms. Herman lives in Pittsburgh.

   * Andrea Kern joins the firm's Business Practice Group as an
     associate where she will focus on general corporate matters.
     She received her B.S.B.A. in accounting from Bucknell
     University and her J.D. from the University of Pittsburgh
     School of Law.  Ms. Kern lives in Cranberry Township.

   * Devin B. O'Neill joins Cohen & Grigsby's Immigration Practice
     Group as an associate, where she will focus on employment-
     based immigration, including temporary and permanent visas,
     family-based immigration and naturalization.  Prior to
     joining Cohen & Grigsby, Mr. O'Neill was an immigration
     associate at Harter Secrest & Emery LLP in Rochester, New
     York and the sole staff attorney at VIVE, Inc., a refugee
     shelter in Buffalo, New York.  Mr. O'Neill received a B.A. in
     Government/International Relations from Smith College in
     Northhampton, MA; a Masters of Public Health in International
     Health and Epidemiology from the University of Michigan
     School of Public Health; and a J.D. from the University of
     Michigan School of Law.  Mr. O’Neill lives in Pittsburgh.

   * Marie I. Rivera-Johnson joins the firm as an associate in the
     Labor & Employment Practice Group, where she will also focus
     on representing and counseling employers on a wide range of
     employment-related matters.  She received a B.A. in sociology
     from Duquesne University and a J.D. from Yale Law School.
     Prior to joining Cohen & Grigsby, Rivera-Johnson was a law
     clerk for the Honorable Gary L. Lancaster, U.S. District
     Court for the Western District of Pennsylvania.  Ms. Rivera-
     Johnson lives in Pittsburgh.

                       About Cohen & Grigsby

Cohen & Grigsby -- http://www.cohenlaw.com/-- offers legal  
services to private and publicly held businesses, nonprofits,
multinational corporations, individuals and emerging companies.  
It has experience in bankruptcy, business, tax, employee benefits,
estates, trusts, immigration, intellectual property, international
business, litigation, labor and employment, and real estate.  The
firm is headquartered in Pittsburgh, Pennsylvania and has offices
in Bonita Springs, Florida and Naples, Florida.


* 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 Patrick S. Burnett
   Bankr. S.D. Ohio Case No. 07-14574
      Chapter 11 Petition filed September 25, 2007
         See http://bankrupt.com/misc/ohsb07-14574.pdf

In Re D.N. Staffing, Inc.
   Bankr. W.D. Penn. Case No. 07-26015
      Chapter 11 Petition filed September 25, 2007
         See http://bankrupt.com/misc/pawb07-26015.pdf

In Re Urban Retreat of Houston, Inc.
   Bankr. S.D. Tex. Case No. 07-36506
      Chapter 11 Petition filed September 25, 2007
         See http://bankrupt.com/misc/txsb07-36506.pdf

In Re Joe D. Worley
   Bankr. N.D. Ala. Case No. 07-82521
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/alnb07-82521.pdf

In Re Hilltop Sports Club, L.L.C.
   Bankr. E.D. Calif. Case No. 07-27870
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/caeb07-27870.pdf

In Re Robert Isaac Icho
   Bankr. N.D. Calif. Case No. 07-31238
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/canb07-31238.pdf

In Re O'Laker's Moving, Inc.
   Bankr. M.D. Fla. Case No. 07-08850
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/flmb07-08850.pdf

In Re Sunset Weapons Systems, Inc.
   Bankr. S.D. Ind. Case No. 07-09337
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/insb07-09337.pdf

In Re Tire Recycling, Inc.
   Bankr. W.D. Ky. Case No. 07-41036
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/kywb07-41036.pdf

In Re Gwynedd Development Co., Inc.
   Bankr. E.D. Penn. Case No. 07-15595
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/paeb07-15595.pdf

In Re Goddess66, L.L.C.
   Bankr. D. Conn. Case No. 07-21332
      Chapter 11 Petition filed September 26, 2007
         Filed as Pro Se

In Re Antonio G. Correia
   Bankr. D. Mass. Case No. 07-16096
      Chapter 11 Petition filed September 26, 2007
         Filed as Pro Se

In Re Olga Larrea Nogues
   Bankr. E.D. Calif. Case No. 07-27879
      Chapter 11 Petition filed September 26, 2007
         Filed as Pro Se

In Re Ronald Segala
   Bankr. E.D. N.Y. Case No. 07-73758
      Chapter 11 Petition filed September 26, 2007
         Filed as Pro Se

In Re Willie Douglas Boulware, Sr.
   Bankr. D. S.C. Case No. 07-05148
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/scb07-05148.pdf

In Re David Kingry Construction, Inc.
   Bankr. S.D. W.V. Case No. 07-20976
      Chapter 11 Petition filed September 26, 2007
         See http://bankrupt.com/misc/vasb07-20976.pdf

In Re William Lee Edwards
   Bankr. S.D. Ind. Case No. 07-09422
      Chapter 11 Petition filed September 27, 2007
         See http://bankrupt.com/misc/insb07-09422.pdf

In Re M.J.M. Aviation, Inc.
   Bankr. S.D. Miss. Case No. 07-03031
      Chapter 11 Petition filed September 27, 2007
         See http://bankrupt.com/misc/mssb07-03031.pdf

In Re House of Vacuums, Inc.
   Bankr. M.D. N.C. Case No. 07-11379
      Chapter 11 Petition filed September 27, 2007
         See http://bankrupt.com/misc/ncmb07-11379.pdf

In Re 86-92 Hamilton Realty, L.L.C.
   Bankr. D. Mass. Case No. 07-16132
      Chapter 11 Petition filed September 27, 2007
         Filed as Pro Se

In Re Island Pacific Homes, Inc.
   Bankr. C.D. Calif. Case No. 07-13071
      Chapter 11 Petition filed September 27, 2007
         Filed as Pro Se

In Re Standing Rock Holdings, L.L.C.
   Bankr. D. Ariz. Case No. 07-04965
      Chapter 11 Petition filed September 27, 2007
         Filed as Pro Se

In Re Delta Transitional Home
   Bankr. E.D. Ark. Case No. 07-15384
      Chapter 11 Petition filed September 28, 2007
         See http://bankrupt.com/misc/areb07-15384.pdf

In Re Juno Bay Investments, Inc.
   Bankr. S.D. Fla. Case No. 07-18136
      Chapter 11 Petition filed September 28, 2007
         See http://bankrupt.com/misc/flsb07-18136.pdf

In Re Earth Friends Recycling, Inc.
   Bankr. W.D. La. Case No. 07-31368
      Chapter 11 Petition filed September 28, 2007
         Filed as Pro Se

In Re America Medical Office Partners, L.P.
   Bankr. N.D. Tex. Case No. 07-34718
      Chapter 11 Petition filed September 28, 2007
         See http://bankrupt.com/misc/txnb07-34718.pdf

In Re Robert Edward Hilburger
   Bankr. W.D. N.Y. Case No. 07-03958
      Chapter 11 Petition filed September 29, 2007
         See http://bankrupt.com/misc/nywb07-03958.pdf

In Re Brandon Scott Ellis
   Bankr. N.D. Ga. Case No. 07-42435
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/ganb07-42435.pdf

In Re Lithonia Lofts, L.L.C.
   Bankr. N.D. Ga. Case No. 07-76206
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/ganb07-76206.pdf

In Re Hold This, L.L.C.
   Bankr. M.D. La. Case No. 07-11371
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/lamb07-11371.pdf

In Re T.C.C. Developers, L.L.C.
   Bankr. E.D. N.Y. Case No. 07-73853
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/nyeb07-73853.pdf

In Re Suburban Plumbing and Heating, Inc.
   Bankr. E.D. Penn. Case No. 07-21699
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/paeb07-21699.pdf

In Re H2OFront Hodlings, L.L.C.
   Bankr. D. Ariz. Case No. 07-05039
      Chapter 11 Petition filed October 1, 2007
         Filed as Pro Se

In Re In-Systcom, Inc.
   Bankr. N.D. Ga. Case No. 07-22030
      Chapter 11 Petition filed October 1, 2007
         Filed as Pro Se

In Re Stanley Edward Cornelius
   Bankr. N.D. Calif. Case No. 07-43211
      Chapter 11 Petition filed October 1, 2007
         Filed as Pro Se

In Re Gatsby Properties, Inc.
   Bankr. N.D. Tex. Case No. 07-34850
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/txnb07-34850.pdf

In Re Pauline Roe Holland
   Bankr. S.D. Tex. Case No. 07-36748
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/txsb07-36748.pdf

In Re J. D. Manufacturing, Inc.
   Bankr. S.D. Tex. Case No. 07-36751
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/txsb07-36751.pdf

In Re Armando Xavier Lopez
   Bankr. S.D. Tex. Case No. 07-50216
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/txsb07-50216.pdf

In Re Roosevelt Thomas
   Bankr. W.D. Tex. Case No. 07-11821
      Chapter 11 Petition filed October 1, 2007
         See http://bankrupt.com/misc/txwb07-11821.pdf

In Re K. Noble Associates, L.L.C.
   Bankr. D. Conn. Case No. 07-32260
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/ctb07-32260.pdf

In Re Mahlon Z. Horst
   Bankr. E.D. Penn. Case No. 07-21702
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/paeb07-21702.pdf

In Re H.L.H. Properties, Inc.
   Bankr. M.D. Fla. Case No. 07-04712
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re Kenneth B. Zamvil
   Bankr. N.D. Calif. Case No. 07-11253
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re G.R.A., Inc.
   Bankr. M.D. Fla. Case No. 07-04711
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re Anita Kramer Meshkatai
   Bankr. D. Ariz. Case No. 07-05071
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re Delbert L. Alsop
   Bankr. D. Alaska Case No. 07-00506
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re Collin Dwayne Porterfield
   Bankr. N.D. Tex. Case No. 07-34898
      Chapter 11 Petition filed October 2, 2007
         Filed as Pro Se

In Re Henry M. Proveaux
   Bankr. D. S.C. Case No. 07-05384
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/scb07-05384.pdf

In Re Soil Works of Dallas, Inc.
   Bankr. N.D. Tex. Case No. 07-34902
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/txnb07-34902.pdf

In Re Henley's Aviation Investments, Inc.
   Bankr. N.D. Tex. Case No. 07-34905
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/txnb07-34905.pdf

In Re Financial City, L.L.C.
   Bankr. S.D. Tex. Case No. 07-70442
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/txsb07-70442.pdf

In Re Buy-Design General Contracting, L.L.C.
   Bankr. W.D. Wash. Case No. 07-14689
      Chapter 11 Petition filed October 2, 2007
         See http://bankrupt.com/misc/wawb07-14689.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, Joseph Medel C.
Martirez, Sheena R. Jusay, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***