TCR_Public/071005.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 5, 2007, Vol. 11, No. 236

                             Headlines

ACTUANT CORP: Earns $31.4 Mil. in Fourth Quarter Ended Aug. 31
AGCO CORP: Earns $63.8 Million in Second Quarter Ended June 30
ALLIANCE ONE: Completes Exchange Offer for 8-1/2% Senior Notes
ALUMINUM MARINE: Case Summary & 12 Largest Unsecured Creditors
AMERICAN AIRLINES: Trade Union Balks at Contract Extension Talks

AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
ARVINMERITOR INC: Amends Diluted Earnings Per Share Forecast
AUDIOVOX CORPORATION: Unit Acquires Incaar for $402,000
AUTOCAM CORP: Moody's Holds Corporate Family Rating at B3
AVNET INC: Will Acquire Acal plc's IT Solution Division

AVNET INC: Inks $600 Five-Year Senior Unsec. Credit Facility
BANC OF AMERICA: Moody's Affirms Low-B Ratings on Five Certs.
BEAR STEARNS: S&P Assigns Prelim. B- Rating on Class O Certs.
BELO CORP: S&P Lowers Ratings on Two Transactions to BB+
BIOMET INC: Inks Deferred Prosecution Pact with NJ U.S. Attorney

BLUE RIDGE: Moody's Withdraws B3 Corporate Family Rating
CASEY'S RESTAURANT: Case Summary & 3 Largest Unsecured Creditors
CHARTER COMMS: Completes $479 Mil. Offering of 6.5% Senior Notes
CHARTER COMMS: Fitch Junks Rating on $479 Mil. 6.5% Senior Notes
CHRYSLER LLC: Intends to Close Assembly Plant in Illinois

COMMUNICATIONS CORP: Judge Callaway Confirms Amended Plan
COMPTON PETROLEUM: Closes Sale of Worsley Oil Assets to Birchcliff
CORBIN PLAZA: Case Summary & Two Largest Unsecured Creditors
COUNTRYWIDE FIN'L: Judge Orders Disclosure of Stock-Option Records
CREDIT SUISSE: Moody's Junks Rating on $14.6 Mil. Class L Certs.

DEAN FOODS: Reduces 3rd Qtr. and Full Year Earnings Expectations
DEAN FOODS: S&P Lowers BB Corporate Credit Rating to BB-
DELTA AIR: Moody's Assigns Low-B Ratings on Two Class Certs.
DELTA AIR: S&P Rates $220.1 Million Class C Certificates at B
DEX MEDIA: S&P Rates Planned $1.2 Bil. Credit Facilities at BB+

DMHB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
DUTCH HILL: Fitch Places 'BB+' Rating Under Negative Watch
EL PASO: Earns $166 Million in Second Quarter Ended June 30
EMPIRE BEEF: Wants to Hire Hodgson Russ as Bankruptcy Counsel
FEDDERS CORP: Prepares Bonus Plan for Selected Workers and Execs

FLEXTRONICS INT'L: Agent Discloses Final Results of Exchange
FOAMEX INT'L: Sells $10 Mil. Carpet Facilities to Future Foam
GENERAL CABLE: Amends Credit Agreement to Issue Additional Notes
GENESIS CLO: Fitch Rates $40 Million Class E Notes at BB
GENESIS CLO: S&P Rates $40 Million Class E Notes at BB

GERDAU AMERISTEEL: Acquires Construction Market-Enco Materials
GREENBELT CT: Taps Paley Rothman as Bankruptcy Counsel
GREENBELT CT: Wants Approval to Use GECC's Cash Collateral
HARBORVIEW MORTGAGE: Fitch Rates $11.5MM Certificates at BB+
HDP-GADDIS: Case Summary & Six Largest Unsecured Creditors

INDYMAC BANCORP: Earns $44.6 Million in Quarter Ended June 30
INNOVATIVE COMM: Court Converts Prosser's Ch. 11 Case to Ch. 7
INTERLINK GLOBAL: Dohan and Company Raises Going Concern Doubt
INTERSTATE BAKERIES: Says Further Plan Filing Extensions Unlikely
INTERSTATE BAKERIES: To Close Souther California Shops

INTERSTATE BAKERIES: Aug. 25 Stockholders' Deficit is $339 Mil.
INVERNESS MEDICAL: Waiting Period for HemoSense Merger Expires
JII REAL: Case Summary & Two Largest Unsecured Creditors
JO-ANN STORES: S&P Affirms 'B-' Corporate Credit Rating
JORDAN ASSOCIATES: Case Summary & Nine Largest Unsecured Creditors

JP MORGAN: S&P Junks Rating on Class P Certificates
KARA HOMES: Judge Kaplan Confirms Amended Chapter 11 Plan
KNOLL INC: Completes $67 Million Edelman Purchase
KKR PACIFIC: Fitch Assigns Liquidity Notes' Rating at 'D'
LB-UBS COMMERCIAL: Credit Enhancement Cues S&P to Hold Ratings

LENNOX INT'L: Moody's Lifts Corporate Family Rating to Ba1
LEVEL 3: Submits Proposal to Resolve Pending FCC Proceeding
LPL HOLDINGS: S&P Holds 'B' Rating and Revises Outlook to Positive
LSI CORP: Completes Thailand Assets Sale to STATS ChipPAC
M FABRIKANT: Panel Seeks to Recoup $80MM from Prepetition Lenders

MCJUNKIN CORP: S&P Revises Outlook to Positive from Stable
MICROISLET INC: Names Barry Ritholtz as Director
MICRON TECH: Posts $158 Million Net Loss in Quarter Ended Aug. 30
NASH FINCH: Denies Default Under Senior Conv. Notes Indenture
NASH FINCH: Moody's May Cut B2 Rating After Review

NEXINNOVATIONS INC: Shuts Business After Second CCAA Filing
NOWAUTO GROUP: Moore & Associates Raises Going Concern Doubt
ORCHESTRA THERAPEUTICS: Has $12.5 Mil. Equity Deficit at June 30
OTTIMO FUNDING: S&P Lowers Rating on Paper Notes to B
PERKINS & MARIE: S&P Affirms B- Corporate Credit Rating

POGO PRODUCING: Launches Tender Offers for Senior Subor. Notes
PROVIDENT AMERICAN: Low Quality Cues AM Best to Cut Rating to D
PNC MORTGAGE: Moody's Affirms Low-B Ratings on Four Certs.
REAL ESTATE: Moody's Affirms Low-B Ratings on Six Certificates
REAL MEX: S&P Holds 'B-' Rating and Revises Outlook to Neagtive

RELIANT ENERGY: Panel Taps A&M Securities as Financial Advisor
RF MICRO: Plans to Expand to Meet Demand for Semiconductors
RH DONNELLEY: Fitch Rates $500 Mil. Sr. Unsecured Notes at B-
ROUGE INDUSTRIES: Has Until November 19 to File Chapter 11 Plan
ROYAL BANK: Moody's Holds Bank Financial Strength Rating at B+

RPHL ACQUISITION: June 30 Balance Sheet Upside-Down by $2 Million
RYAN GOLF: Voluntary Chapter 11 Case Summary
RYERSON INC: Senior Notes Remains Convertible Until November 21
SANDRA DEOCAMPO: Voluntary Chapter 11 Case Summary
SARDIS CHURCH: Case Summary & Three Largest Unsecured Creditors

SOLECTRON CORP: Agent Discloses Final Result of Exchange
SPECTRUM BRANDS: Names Anthony Genito as Chief Financial Officer
STEEL DYNAMICS: Inks Agreement to Buy OmniSource for $1 Billion
STEEL DYNAMICS: OmniSource Deal Cues S&P to Affirm 'BB+' Rating
SWEET TRADITIONS: Taps RSM McGladrey as Financial Consultant

SWEET TRADITIONS: Taps Staubach Retail as Real Estate Broker
SYMETRA FINANCIAL: S&P Rates Proposed $150 Million Notes at BB
TELESAT HOLDING: S&P Assigns 'B+' Long-Term Corp. Credit Rating
TONI STUFFT: Case Summary & Six Largest Unsecured Creditors
TORONTO-DOMINION: To Acquire Commerce Bancorp for $8.5 Billion

UNITED HERITAGE: Blackwood Buys Mize's Shares for $5 Million
US AIRWAYS: To Reduce Pittsburgh Service In Early 2008
US REDUCTION: Court Extends Filing of Schedules Until November 5
US REDUCTION: Court Approves Del Virginia as Bankruptcy Counsel
USEC INC: Inks Pact with Lenders to Sell 20 Million Shares

VALCO GROUP: Voluntary Chapter 11 Case Summary
VILLAGE CONCEPTS: Case Summary & Four Largest Unsecured Creditors
WESTERN WIND: Finalizes Settlement Arrangement with Pacific Hydro
WESTPAC BANKING: Moody's Holds Financial Strength Rating at B
WESTWAYS FUNDING: Moody's Junks Ratings on Four Note Classes

WHITLATCH & CO: U.S. Trustee Appoints Four-Member Creditors Panel
WHITLATCH & CO: Selects Kohrman Jackson as Bankruptcy Counsel
WHOLE FOODS: Completes Sale of Henry's Farmers and Sun Harvest

* CREW Names Fulbright Partner Jane Smith as President-Elect
* Epstein Becker Adds Two New Associates in Dallas Office
* Reed Smith's Corporate & Securities Practice Adds Three Partners
* RSM McGladrey Listed in Working Mother's "100 Best Companies"

* BOOK REVIEW: Managing Bank Conversions: The Guide to Organizing,
               Controlling, and Implementing Systems Conversions

                             *********

ACTUANT CORP: Earns $31.4 Mil. in Fourth Quarter Ended Aug. 31
--------------------------------------------------------------
Actuant Corporation reported fourth quarter fiscal 2007 net
earnings of $31.4 million, compared to prior year net earnings and
of $25.2 million.

Net earnings for twelve months ended Aug. 31, 2007, were
$105 million, compared to prior year net earnings and
$92.6 million.  Fiscal 2007 results include a $4.5 million
charge related to European Electrical restructuring and a
$1.6 million benefit from the utilization of a foreign tax credit.  
Fiscal 2006 results include a $4.5 million restructuring charge
and an $8.0 million income tax benefit primarily related to the
reversal of a tax valuation allowance for net operating losses.  

"We are extremely pleased with our 2007 results, representing the
6th consecutive year of diluted earnings per share improvement in
excess of 15%, excluding special items," Robert Arzbaecher,
President and CEO of Actuant commented.  "Our team continues to
execute on the Actuant business model, leveraging organic growth
opportunities in our diverse, niche businesses.  In addition to
core growth, we acquired five businesses during the fiscal year
and completed a sixth in September, strengthening our existing
units.  Lastly, with our strong performance in the second half of
the year, we generated margin expansion and record cash flow.  I
am tremendously proud of what the Actuant team has achieved and
equally enthusiastic about our future opportunities."

Fourth quarter sales increased 20% to $390 million from
$325 million in the prior year, reflecting the combination of core
growth, business acquisitions and the weaker US dollar.  
Excluding the impact of foreign currency rate changes (3%) and
acquisitions (11%), core sales growth was 6%.  All four business
segments contributed to the core growth with the Industrial and
Engineered Products segments generating double-digit improvement.

Operating margins in the fourth quarter improved 50 basis
points, to 13.8% from 13.3% in the prior year, excluding
restructuring charges.  The increase is the result of higher
gross profit margins as well as tightly controlled selling,
administrative and engineering spending, partially offset by
higher acquisition related amortization expense.  These results
reflect the company's continuous improvement initiatives
including strategic sourcing and Lean Enterprise Across
Discipline activities, as well as volume leverage.

Sales for the year ended Aug. 31, 2007, were $1.46 billion,
21% higher than the $1.20 billion in the comparable prior year
period.  Core sales increased 6% for the fiscal year, with
acquisitions and foreign currency rate changes contributing 11%
and 4%, respectively.

Fiscal year-end net debt (total debt of $562 million less
$87 million of cash) was $475 million, a decrease of
$6 million from the beginning of the quarter.  Strong cash
flow in the quarter more than offset the $30 million of cash
used to finance the BH Electronics acquisition, $4 million of
Senior Notes issuance costs and $11 million of capital
expenditures.

Actuant used approximately $163 million of cash during the
2007 fiscal year to fund acquisitions and $31 million for
capital expenditures.  Despite this significant capital
deployment, net debt at year-end was only $20 million higher
than the $455 million at the beginning of the year.  Actuant
generated cash from operations of $177 million in fiscal 2007,
approximately 45% higher than the prior year, reflecting record
earnings and effective working capital management.

                      About Actuant Corp.

Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU)
-- http://www.actuant.com/-- is a diversified industrial  
company with operations in more than 30 countries, including
Australia, Brazil, China, Hong Kong, Italy, Japan, Taiwan,
United Kingdom and South Korea.  The Actuant businesses  are
market leaders in highly engineered position and motion  control
systems and branded hydraulic and electrical tools and
supplies.  The company employs a workforce of
approximately 6,000 worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes
due 2017.


AGCO CORP: Earns $63.8 Million in Second Quarter Ended June 30
--------------------------------------------------------------
AGCO Corporation reported net income of $63.8 million for the
second quarter ended June 30, 2007, compared to net income of
$40.9 million for the second quarter of 2006.  Adjusted net
income, excluding restructuring and other infrequent expenses, was
$64.0 million for the second quarter of 2007, compared to
$40.9 million for the second quarter of 2006.  For the second
quarter of 2007, net sales increased by approximately 18.0% to
$1.71 billion compared to $1.45 billion for the second quarter of
2006.
     
AGCO reported net sales of $3.04 billion for the first six months
of 2007, an increase of approximately 16.2% as compared to
$2.62 billion in net sales for the first six months of 2006.  For
the first six months of 2007, AGCO reported net income of
$88.3 million, compared to net income of $58.2 million for the
first six months of 2006.  Adjusted net income, excluding
restructuring and other infrequent expenses, was $88.5 million,
for the first six months of 2007, compared to $58.3 million for
the first six months of 2006.
     
Net sales increased approximately 11.2% and 9.5%, respectively, in
the second quarter and first six months of 2007 compared to the
same periods in 2006, excluding the impact of currency translation
of $98.3 million and $173.9 million, respectively.  AGCO's South
American segment contributed the strongest growth during the first
six months of 2007.  Improving industry demand in Brazil, the
region's largest market, was the key to the sales growth.  AGCO's
Europe/Africa/Middle East segment sales also increased during the
first half of 2007 due to strong growth in Eastern Europe, France
and Finland.

Income from operations for the second quarter and first six months
of 2007 increased approximately $28.0 million and $29.7 million,
respectively, compared to the same periods in 2006, resulting from
the increase in net sales and cost control initiatives.

At June 30, 2007, the company's consolidated balance sheet showed
$4.23 billion in total assets, $2.55 billion in total liabilities,
and $1.68 billion in total stockholders' equity.

"Market conditions in most of the major agricultural markets were
strong and our brands performed very well across the globe during
the second quarter," stated Martin Richenhagen, chairman,
president and chief executive officer.  "Our South American
segment set records for both quarterly sales and operating income.
Sales grew approximately 60% from the second quarter of 2006 on
the strength of the Brazilian market recovery.  In the
Europe/Africa/Middle East region, quarterly sales exceeded $1.0
billion and operating margins reached over 10%.  Strong
performance from our Fendt, Massey Ferguson and Valtra brands in
Europe generated sales growth, excluding currency translation, of
approximately 13% compared to the second quarter of 2006.  Supply
chain performance improved throughout the second quarter at our
Fendt factory, which contributed to the second quarter sales
growth at Fendt."

"Significant progress was made on our strategic initiatives in the
first half of 2007," Mr. Richenhagen continued.  "We continued to
reduce the company's investment in working capital during the
second quarter.  This success, combined with our improved
earnings, enabled us to reduce our long-term debt by approximately
$100 million compared to the end of the first quarter.  Re-
energizing our harvesting business remains another important
focus.  During June, we announced that, subject to the approval of
the competition authorities, we have agreed to acquire 50% of
Laverda S.p.A, a European harvester manufacturer.  This investment
is expected to reinforce our market position, improve our product
offering, and supply a foundation for long-term product
development.  In addition, we continue to invest in research and
development, plant improvements, IT systems, new markets and
distribution networks."

                             Outlook

Full year net sales are expected to grow in the 12% to 14% range
compared to 2006, driven primarily by stronger market conditions
in South America, continued growth in Europe and currency impacts.
For the full year, AGCO is forecasting earnings per share to range
from $1.55 to $1.60.

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?23fe

                      About AGCO Corporation

Headquartered in Duluth, Georgia, AGCO Corporation (NYSE: AG) --
http://www.agcocorp.com/-- is a manufacturer of agricultural   
equipment and related replacement parts.  Founded in 1990, AGCO
offers a product line including tractors, combines, hay tools,
sprayers, forage, tillage equipment and implements, which are
distributed through more than 3,200 independent dealers and
distributors in more than 140 countries worldwide.  AGCO products
include well-known brands: AGCO(R), Challenger(R), Fendt(R),
Gleaner(R), Hesston(R), Massey Ferguson(R), New Idea(R),
RoGator(R), Spra-Coupe(R), Sunflower(R), Terra-Gator(R),
Valtra(R), and White(TM) Planters.  AGCO provides retail financing
through AGCO Finance.

                         *     *     *

AGCO Corporation's probability of default and long term corporate
family ratings carry Moody's "Ba2" in September 2006.  These
ratings hold to this date.


ALLIANCE ONE: Completes Exchange Offer for 8-1/2% Senior Notes
--------------------------------------------------------------
Alliance One International, Inc. completed an exchange offer for
its outstanding 8-1/2% Senior Notes due 2012.

Alliance One offered to exchange up to $150,000,000 aggregate
principal amount of its 8-1/2% Senior Notes due 2012 which have
been registered under the Securities Act of 1933, as amended, for
a like principal amount of its original unregistered 8-1/2% Senior
Notes due 2012, which were issued pursuant to Rule 144A and
Regulation S under the Securities Act of 1933 on March 7, 2007.

The exchange offer expired at 5:00 p.m., New York City time, on
Oct. 2, 2007.  The exchange offer was made to satisfy Alliance
One's obligations under a registration rights agreement entered
into with the initial purchasers of the restricted notes at the
time such notes were originally issued.  Deutsche Bank Trust
Company Americas acted as exchange agent for the exchange offer.

The exchange offer was made only pursuant to Alliance One's
prospectus, dated Aug. 30, 2007, which was filed with the
Securities and Exchange Commission as part of Alliance One's
Registration Statement on Form S-4.  The Registration Statement
was declared effective by the Securities and Exchange Commission
on Aug. 29, 2007.

Based in Morrisville, North Carolina, Alliance One International
Inc. (NYSE: AOI) -- http://www.aointl.com/-- is a leaf tobacco  
merchant.  The company has worldwide operations in Argentina,
Bangladesh, Brazil, Bulgaria, Canada, China, France, Philippines,
Malaysia, and Singapore.

                          *     *     *

Alliance One International Inc. continues to carry Moody's
Investors Service's B2 long-term corporate family rating,
B1 bank loan debt rating, B2 senior unsecured debt rating,
Caa1 subordinated debt rating, and B2 probability-of-default
rating.  The ratings outlook is stable.

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


ALUMINUM MARINE: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Aluminum Marine Products, Inc.
        4522 U.S. Highway 98 West
        Perry, FL 32348

Bankruptcy Case No.: 07-40511

Type of Business: The Debtor manufactures fiberglass products,
                  marine fuel tanks, and truck accessories.
                  See http://www.aluminummarineproducts.com/

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Angela M. Ball, Esq.
                  615 North Jefferson Street
                  Perry, FL 32347
                  Tel: (850) 584-8960
                  Fax: (850) 584-7907
                  
Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citizen's State Bank             4522 US Highway       $750,000
2000 South Byron Butler          98 West, 10 acres
Parkway                          commercial            (unknown
Perry, FL 32347                  property,             secured)
                                 manufacturing
                                 facility and
                                 buildings

O'Neal Steel, Inc.                                      $92,711
Post Office Box 11508                                  (unknown
Mobile, AL 36671-0508                                   secured)

Ryerson Tull, Inc.                                      $18,546
Department AT 40108                                    (unknown
Atlanta, GA                                            secured)
31192-0108

Florida Department of Revenue    Warrant #57599,        $11,650
                                 BP# 639662,
                                 Contract Object
                                 11946271

BCFCU                            VISA, materials         $6,348
                                 and supplies for
                                 business

FIA Card Services                Materials and           $4,911
                                 supplies for
                                 business

American Express                 Fuel for business       $2,029

Internal Revenue Service         Overdue Taxes or        $1,843
                                 Tax returns
                                 (940EZ) Period
                                 ending 12/31/04

Chevron-Texico                   Fuel for business       $1,559

Tri-Country Electric Coop                                  $341

Cashway Building Products        Materials for             $229
                                 business

Alltel                                                      $94


AMERICAN AIRLINES: Trade Union Balks at Contract Extension Talks
----------------------------------------------------------------
The negotiations between American Airlines Inc. and the Transport
Workers Union on extending a contract which expired May this year
ended Wednesday when the union decided to work on an entirely new
agreement, Dow Jones reports.

The union had been analyzing a reward scheme that the company
proposed for mechanics and ground workers that links pay increases
with the company's financial improvements, the Troubled Company
Reporter said on Sept. 21, 2007, citing the Associated Press.  
However, Union President James Little said in a statement posted
on the group's Web site that American Airlines had failed to
reward workers for the improvement in its financial performance,
resulting to the wearing away of cooperation between the airline
and the union.

American Airlines and the union had been on informal discussions
during the past couple of weeks and have decided to extend the
contract, Dow Jones says, citing company spokeswoman Sue Gordon.  
However, both parties decided to start formal negotiations
starting November 7, Ms. Gordon says, the report adds.

                   About American Airlines Inc.

Based in Fort Worth, Texas, American Airlines Inc., a wholly owned
subsidiary of AMR Corp., operates the largest scheduled passenger
airline in the world with service throughout North America, the
Caribbean, Latin America, Europe and Asia.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2007,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
American Airlines Inc.'s (B/Positive/--) $125 million Dallas/Fort
Worth International Airport special facility revenue refunding
bonds, series 2007, due 2030.  The bonds are guaranteed by
American's parent, AMR Corp. (B/Positive/B-2), and are secured by
payments made by American to the airport authority.  Proceeds are
being used to refund the outstanding revenue bonds, series 1992
(rated 'CCC+'), whose rating is withdrawn.


AMERICAN EQUITY: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of American
Equity Investment Life Holding Company of 'BB+' and insurer
financial strength rating of 'BBB+' for AEL's insurance operating
subsidiaries, American Equity Investment Life Insurance Company
and American Equity Investment Life Insurance Company of New York.  
The Rating Outlook is Stable.  

Fitch's ratings are based on AEL's improved operating performance
and balance sheet fundamentals including declining financial
leverage at the holding company level and improved risk-adjusted
capital at the operating company level.  Additional strengths
include AEILIC's high credit quality and liquid bond portfolio, a
strong position in the fixed index annuity market, strong
servicing reputation with its chosen distribution net work,
national marketing organizations, and demonstrated access to the
capital markets, which improves financial flexibility.

Fitch's rating concerns include AEL's lack of diversification in
revenue and earnings, as well as distribution.  Like many fixed
annuity books of business, AEL's primary business risk is to a
spike in interest rates concurrent with increased surrender rates.  
In Fitch's opinion, interest rate risk is AEILIC's chief balance
sheet risk, as the market values of its assets and liabilities are
sensitive to changes in interest rates.  This concern is amplified
by AEILIC's investment portfolio's significant allocation to U.S.
government agency zero coupon and U.S. government agency callable
securities, which raises the level of interest rate sensitivity as
well as reinvestment risk.

Fitch views favorably AEL's improvements in asset liability
management in recent years and notes that the company's fixed
index annuities include product features such as surrender charges
and terms that are designed to limit withdrawals, and thus help
protect against reinvestment risk.

Fitch believes AEILIC's current statutory capitalization as
measured by NAIC risk based capital at over 450% at year-end 2006
as strong for the rating category and provides a cushion for
adverse interest rate events, as well as statutory strain from
rapid sales growth.  Fitch notes that given the strong sales
generation capacity of AEL's NMOs, continued access to the capital
markets will be important to AEL in maintaining statutory
capitalization levels above 300% RBC over the intermediate term.

The Stable Rating Outlook is driven by expectations for AEILIC to
continue to produce solid GAAP-based operating profitability,
risk-adjusted capital well in excess of 350% at year-end 2007 and
a high-quality fixed income portfolio.  Fitch does not expect
AEL's adjusted financial leverage to exceed 40%.  AEL was well
below that level at 27.6% at June 30, 2007. AEL is expected to
maintain operating EBIT fixed-charge coverage of 3.5 times.

AEL is headquartered in Des Moines, Iowa and had reported total
GAAP assets of $15.8 billion and equity of $602 million at June
30, 2007.  AEILIC, the main operating subsidiary of AEL is also
headquartered in Des Moines and had total net admitted assets of
$12.3 billion and surplus of $1 billion at June 30, 2007.

Fitch affirms these ratings:

American Equity Investment Life Holding Company

  -- IDR at 'BB+';

  -- $260 million 5.25% senior convertible debentures due 2024
     of at 'BB';

  -- Trust preferred securities at of 'BB-'.

American Equity Investment Life Insurance Company

  -- IFS at 'BBB+'.

American Equity Investment Life Insurance Company of New York

  -- IFS at'BBB+'.


ARVINMERITOR INC: Amends Diluted Earnings Per Share Forecast
------------------------------------------------------------
ArvinMeritor Inc.'s senior vice president and treasurer, Mary
Lehmann, told investors Wednesday at the Deutsche Bank Leveraged
Finance Conference in Scottsdale, Arizona, that ArvinMeritor is
revising its forecast for diluted earnings per share from
continuing operations.
    
Jim Donlon, executive vice president and chief financial officer,
who also attended the conference, said, "In North America, we are
encountering a weaker than anticipated economic environment in our
Commercial Vehicle Systems business group resulting from decreased
freight volumes largely due to the decline in housing
construction.  Our customers expect the housing recession to delay
the recovery cycle for North America commercial vehicle
production into the 2008 calendar year.  In addition, we are
incurring premium freight and labor inefficiencies mainly in
Europe, associated with unanticipated demand for higher production
of truck parts, which is creating capacity issues for the entire
supply chain.

"We anticipate that the company's earnings for the fourth quarter
of fiscal year 2007 will be negatively impacted by approximately
$0.20 per diluted share due to the combination of these market
conditions," he continued.  "In addition, we will also report non-
recurring items in the fourth quarter related to suppliers in
financial distress, and tax law changes in Germany, which will
require a write-down of the value of certain deferred tax assets.
We expect these items to reduce our earnings per share for the
fourth fiscal quarter of 2007 by approximately an additional $0.20
per share."
     
                     Fiscal Year 2008 Outlook

"In fiscal year 2008, we anticipate the current soft market
conditions will continue in the short term with recovery later in
the year resulting in a range of $1.40 to $1.60 earnings per share
from continuing operations before special items for fiscal year
2008," Mr. Donlon said.

"While we continue to be challenged by market conditions, we are
encouraged by the results we are seeing from our Performance Plus
profit improvement program.  As previously reported, we expect to
deliver cost improvements of $75 million in 2008.

"We also are pleased by our Performance Plus growth initiatives,
including ArvinMeritor being sourced as the supplier on 55% of the
MRAP vehicles awarded thus far, with additional potential upside
as new awards are announced, and our arrangement with Chery Motors
in China that will ramp up to anticipated sales of $150 million
annually by 2010.  In addition, our pension and retiree medical
costs will decrease, largely because of improved funding and
modifications to plan benefits.  We anticipate that these savings,
combined with our aggressive internal programs to reduce SG&A
costs, will help to mitigate the soft market conditions in fiscal
year 2008."

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,   
modules and components to the motor vehicle industry.  The company
serves light vehicle, commercial truck, trailer and specialty
original equipment manufacturers and certain aftermarkets.  
ArvinMeritor employs about 19,000 people in 25 countries.  
       
                           *     *     *

As reported in the Troubled Company Reporter on Sept. 26,2007,
Fitch Ratings placed the Issuer Default at 'BB', Senior Secured at
'BB+' and Senior Unsecured at 'BB-' ratings of ArvinMeritor Inc.
companies on Rating Watch Negative:


AUDIOVOX CORPORATION: Unit Acquires Incaar for $402,000
-------------------------------------------------------
Audiovox Corporation reported that its subsidiary, Audiovox
German Holdings GmbH, has acquired Incaar Ltd. for approximately
$402,000, in addition to a maximum contingent earn out payment of
$400,000 if certain earnings targets are met.
    
Incaar concentrates its marketing efforts on the Original
Equipment segment where it develops and markets a diverse line of
multimedia and mobile video systems and components for the
European automotive industry.  

Among the products offered are HDD Multimedia, Wi-Fi Technology,
GPS/GSM Modules, DVD Loaders/Changers well as a complete line of
electronic accessories to support these systems.  Incaar's
products are RoHS (Restriction of Hazardous Substances) compliant
and meet with all regional environmental directives.
    
"The acquisition of Incaar adds the OE component to our
international mobile multi-media efforts," Patrick Lavelle,
president and CEO of Audiovox stated.  "While Incaar has a limited
operating history, it has a strong brand presence in the OE
marketplace including programs with BMW and Toyota
among others."
    
"We see this acquisition as a win/win for Audiovox in Europe
receiving the additional revenues in the OE business channel and
Incaar adding resources that we can provide to help grow their
business," Mr. Lavelle continued.
    
Although the company expects this acquisition to be accretive in
fiscal year 2008 with seven months of the fiscal year completed
the effect on our financials will be minimal.

However, with new programs underway and new products scheduled for
introduction, the company believes it will add approximately $10-
$13 million of sales to the company's European subsidiary in
fiscal 2009.

                       About Incaar Ltd.

Headquartered in the United Kingdom, Incaar Ltd.  --
http://www.incaar.co.uk/-- develops premium multimedia systems  
that are tailored to meet the company's customer's market,
schedule and budget.  The company's clients are primarily car
manufacturers.
                          About Audiovox

Headquartered in Hauppauge, New York, Audiovox Corp. (Nasdaq:
VOXX) -- http://www.audiovox.com/-- is a supplier and value added  
service provider in the consumer electronics industry.  The
company conducts its business through subsidiaries and markets
mobile and consumer electronics products both domestically and
internationally under several of its own brands.  It also
functions as an original equipment manufacturer supplier to a wide
variety of customers, through several distinct distribution
channels.

                          *     *     *

In October 1997, Moody's Investors Service placed Audiovox Corp.'s
long term corporate family and bank loan debt ratings at 'B1'
which still hold to date.


AUTOCAM CORP: Moody's Holds Corporate Family Rating at B3
---------------------------------------------------------
Moody's Investors Service affirmed Autocam Corporation's Corporate
Family Rating of B3 and changed its outlook to negative from
stable.  The rating action considers the company's continuing weak
performance, despite the benefits of recent operational and
financial restructuring initiatives, and the potential for
financial metrics to remain below expectations into the first half
of 2008.

Since implementing a debt restructuring in February 2007, Autocam
has been pursuing operational changes designed to reduce costs and
enhance earnings and cash flow generation. However, the company
is behind schedule in restructuring its operations, particularly
with respect to its French unit where the launch of several new
products has required incremental staffing and caused other
operating inefficiencies.  The company anticipates that
restructuring initiatives will improve performance in the French
operations over the coming months and facilitate stronger results.  
However, in the absence of such improvement the ratings would be
subject to downgrade, leading to the outlook revision to negative.

Despite a nearly 50% reduction in debt achieved through the
February debt restructuring, Autocam's leverage remains high and
interest coverage is less than one time due to operating margins
that are meaningfully lower than originally anticipated.  Free
cash flow has also been negative as seasonal working capital use
of cash has coincided with low earnings and ongoing restructuring
payments.  The weak operating results have eroded the cushion in
the calculation of the company's financial covenants under its
bank credit facility, and absent operating improvements it may
become necessary for the company to negotiate waivers or
amendments in order to continue to have access to the revolver
and maintain sufficient liquidity over the near term.

The negative outlook considers the company's weak financial
performance and the potential for the rating to be downgraded in
the absence of a near term improvement in financial metrics. The
rating would also be subject to downgrade if persistent negative
free cash flow or covenant violations under the bank facility were
to result in any erosion of the company's liquidity profile.

The rating outlook could be stabilized if restructuring
initiatives being pursued facilitate an improvement in margins and
cash flow and support interest coverage being sustained above 1x.

Headquartered in Kentwood, Michigan, Autocam is a manufacturer of
extremely close-tolerance precision machined, metal alloy
components and sub-assemblies used primarily for performance and
safety critical automotive applications.  LTM June 30, 2007,
revenues were about $370 million.  The company has operations
located in North America, Europe, Brazil and China.


AVNET INC: Will Acquire Acal plc's IT Solution Division
-------------------------------------------------------
Avnet Inc. has reached a definitive agreement with Acal plc for
Avnet to acquire the IT Solutions division of Acal plc.  Acal IT
Solutions is a leading value-added distributor for Storage Area
Networking, Secure Networking and Electronic Document Management
products and services, with operations in the United Kingdom, the
Netherlands, Belgium, Germany, France and Sweden.  The closing of
the transaction is subject to approval by Acal shareholders and EU
merger control clearance.

With the acquisition, Avnet gains an additional 2000 Acal
resellers and system integrators as well as 180 employees
experienced in the design and installation of complex solutions
addressing storage networking and document management
requirements.  Acal IT Solutions markets a portfolio of storage
networking, networking and fibre channel products from leading
suppliers including Brocade, Cisco, Emulex, Juniper and Qlogic
and document management solutions from Canon, Fujitsu and Kodak,
among others.  Its Headway Technology Group is positioned to meet
the increasing requirements of document management and storage
with a portfolio of products including document capture software,
scanners, optical, CD and DVD storage hardware and software and
tape backup solutions.  In addition, the acquisition of Acal will
bring to Avnet a value-added services unit providing network
infrastructure planning and implementation and training as well as
technical support.  In the fiscal year ended March 31, 2007, Acal
IT Solutions revenue was approximately $200 million.  Acal IT
Solutions will be integrated into Avnet Technology Solutions' EMEA
business.

Dick Borsboom, president of Avnet Technology Solutions EMEA,
commented, "The acquisition of Acal's IT Solutions business will
significantly expand our product line by adding complementary
products in high growth segments including Storage Area
Networking, wired and wireless networking and security, and
document management.  In addition, Acal IT Solutions brings a
suite of professional services that will enhance our ability to
deliver solutions and services that meet the increasingly complex
requirements of the combined customer base.  We are excited about
the opportunities this transaction will provide to deepen our
engagement with our reseller partners and accelerate the growth of
Technology Solutions in Europe."

The transaction will also provide Avnet Technology Solutions
EMEA with access to a new market segment through the Headway
Technology Group.  The group specializes in the design and
installation of document imaging solutions that include high-
quality document scanners, optical character recognition tools
and highly sophisticated hardware and software to manage the
data easily.

Mr. Borsboom added, "While document management and imaging
started out as separate markets, they are now migrating to
enterprise content management solutions as enterprises seek to
automate, or virtualize, their business processes.  This suite
of products and services offers significant opportunities for
cross selling because we can expand the range of opportunities
we can address with a complete solution."

                         About Avnet

Phoenix, Arizona-based, Avnet, Inc. -- http://www.avnet.com/--  
distributes electronic components and computer products, primarily
for industrial customers.  It has operations in the following
countries: Australia, Belgium, China, Germany, Hong Kong, India,
Indonesia, Italy, Japan, Malaysia, New Zealand, Philippines,
Singapore, and Sweden, Brazil, Mexico and Puerto Rico.

                        *     *     *

Moody's Investors Service affirmed Avnet's Ba1 corporate family
long-term debt ratings in March 2007.  The outlook is positive.


AVNET INC: Inks $600 Five-Year Senior Unsec. Credit Facility
------------------------------------------------------------
Avnet Inc. entered into a five-year senior unsecured credit
facility.  The facility provides for extensions of credits in the
aggregate amount of up to $500 million with a $100 million
accordion feature allowing Avnet to increase its borrowing
capacity to up to $600 million, subject to obtaining commitments
for the incremental capacity from existing or new lenders.  

The term of the facility expires on Sept. 26, 2012, which may be
extended at Avnet's election for up to two additional one-year
terms, subject to Avnet's satisfaction of certain conditions.  The
facility effectively supersedes Avnet's existing credit facility
dated as of Oct. 13, 2005.

Bank of America N.A. will act as administrative agent, swing line
lender and letter of credit issuer; Banc of America Securities LLC
acted as joint lead arranger and sole book manager; ABN AMRO
Incorporated acted as Joint Lead Arranger, and Credit Suisse First
Boston, the Bank of Nova Scotia and BNP Paribas acted as co-
documentation agents.  A total of 18 lenders participated in the
facility.

"We appreciate the continued commitment from our long-term banking
partners and are pleased to welcome new lenders into our bank
group," Raymond Sadowski, Avnet's chief financial officer, stated.  
"The facility not only offers better terms and conditions than the
facility it supersedes but also extends those terms an additional
two years.  There was significant demand for participation in the
facility and this strong sponsorship demonstrates confidence by
the financial community in Avnet's future and its solid financial
condition."

                       About Avnet Inc

Headquartered in Phoenix, Arizona, Avnet Inc. (NYSE:AVT)
-- http://www.avnet.com/-- is an industrial distributor of  
electronic components, enterprise computer and storage products
and embedded subsystems.  Avnet distributes electronic components,
computer products and software as received from its suppliers or
with assembly or other value added by Avnet.  Avnet provides
engineering design, materials management and logistics services,
system integration and configuration, and supply chain advisory
services.  Avnet has two primary operating groups: Electronics
Marketing and Technology Solutions.  Both operating groups have
operations in the Americas, Europe, the Middle East and Africa,
and Asia/Pacific, consisting of Asia, Australia and New Zealand.

                       *     *     *

Moody's Investors Service affirmed Avnet's Ba1 corporate family
long-term debt ratings in March 2007.  The outlook is positive.


BANC OF AMERICA: Moody's Affirms Low-B Ratings on Five Certs.
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 12 classes of Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2000-2 as:

   -- Class A-1, $59,359,596, affirmed at Aaa
   -- Class A-2, $477,137,063, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $37,816,366, affirmed at Aaa
   -- Class C, $24,469,413, affirmed at Aaa
   -- Class D, $17,795,938, affirmed at Aaa
   -- Class E, $8,897,968, affirmed at Aaa
   -- Class F, $11,122,461, upgraded to Aa2 from Aa3
   -- Class G, $17,795,937, upgraded to A2 from A3
   -- Class H, $11,122,460, upgraded to Baa1 from Baa2
   -- Class K, $5,561,230, affirmed at Ba2
   -- Class L, $6,673,476, affirmed at Ba3
   -- Class M, $2,224,492, affirmed at B1
   -- Class N, $6,673,477, affirmed at B2
   -- Class O, $4,448,984, affirmed at B3

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 15.9% to
$747.6 million from $889 million at securitization.  The
certificates are collateralized by 115 mortgage loans ranging in
size from less than 1% to 10.9% of the pool, with the top 10 loans
representing 39% of the pool.  The pool includes one shadow rated
loan which represents 5.6% of the pool.  Thirty-seven loans,
representing 28.3% of the pool, have defeased and been replaced
with U.S. Government securities.

Six loans have been liquidated from the pool resulting in an
aggregate realized loss of about $2.9 million.  Currently there
are two loans, representing 2.3% of the pool, in special
servicing.  Moody's estimates realized losses of approximately
$7.7 million from the specially serviced loans.  Twenty-two loans,
representing 21.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
91.9% of the performing loans.  Moody's loan to value ratio for
the conduit component is 82.6%, compared to 86.7% at Moody's last
full review in October 2006 and compared to 84.5% at
securitization.  Moody's is upgrading Classes F, G and H due to
increased subordination levels and stable overall stable pool
performance.

The shadow rated loan is the Residence Inn Portfolio Loan ($41.8
million - 5.6%), which is secured by nine9 extended-stay hotels
totaling 1,150 guestrooms.  The properties are located in seven
states.  The portfolio's RevPAR for calendar year 2006 was $84.99,
compared to $79.76 at Moody's last review.  The loan benefits from
an 18-year amortization schedule and has amortized by about 23.3%
since securitization.  Moody's current shadow rating is Aa2,
compared to Aa3 at last review.

The top three conduit loans represent 17.6% of the outstanding
pool balance.  The largest conduit loan is the Olen Properties
Multifamily Portfolio Loan ($81.6 million - 10.9%), which is
secured by four multifamily properties located in Las Vegas,
Nevada (2), North Palm Beach and Ft. Lauderdale, Florida.  The
overall occupancy was 86% as of March 2007, compared to 95% at
last review.  Although the largest property, Sanctuary Cove
Apartments, located in North Palm Beach, Florida, has been
impacted by a decline in occupancy and increased expenses, the
performance of the overall portfolio has improved since Moody's
last review.  Moody's LTV is 76.5%, compared to 81.9% at last
review.

The second largest conduit loan is the Interstate Corporate Center
Loan ($25 million - 3.3%), which is secured by a 433,000 square
foot office park located in Norfolk, Virginia.  The complex was
84% leased as of April 2007, compared to 88% at last review.  
Financial performance has improved since last review, despite the
decline in occupancy, due to increased revenues and loan
amortization.  Moody's LTV is 96.1%, compared to in excess of 100%
at last review.

The third largest conduit loan is the 111 W. Jackson Loan ($24.6
million - 3.3%), which is secured by a 540,000 square foot Class B
office building located in the downtown Chicago, Illinois.  The
property is currently 48.0% occupied, the same as at last review.  
The loan is on the master servicer's watchlist due to low debt
service coverage.  Moody's LTV is in excess of 100%, the same as
at last review.


BEAR STEARNS: S&P Assigns Prelim. B- Rating on Class O Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Bear Stearns Commercial Mortgage Securities Trust 2007-
TOP28's $1.8 billion commercial mortgage pass-through
certificates series 2007-TOP28.
     
The preliminary ratings are based on information as of Oct. 3,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
AB, A-4, A-1A, A-M, and A-J are currently being offered publicly.  
Standard & Poor's analysis determined that,
on a weighted average basis, the pool has a debt service coverage
of 1.44x, a beginning LTV of 93.6%, and an ending LTV of 86.9%.
The rated final maturity date for these certificates is September
2042.
     
    
                  Preliminary Ratings Assigned
          Bear Stearns Commercial Mortgage Securities
                         Trust 2007-TOP28
   
     Class        Rating        Amount   Recommended credit
                                               support
     -----        ------        ------     ---------------
     A-1*         AAA         $78,500,000       27.000%
     A-2*         AAA         $63,150,000       27.000%
     A-3*         AAA         $79,800,000       27.000%
     A-AB*        AAA         $76,420,000       27.000%
     A-4*         AAA        $841,681,000       27.000%
     A-1A*        AAA        $146,141,000       27.000%
     A-M*         AAA        $176,122,000       17.000%
     A-J*         AAA        $114,480,000       10.500%
     B            AA          $30,821,000        8.750%
     C            AA-         $15,411,000        7.875%
     D            A           $28,620,000        6.250%
     E            A-          $22,015,000        5.000%
     F            BBB+        $17,612,000        4.000%
     G            BBB         $19,814,000        2.875%
     H            BBB-        $15,411,000        2.000%
     J            BB+          $2,201,000        1.875%
     K            BB           $2,202,000        1.750%
     L            BB-          $2,201,000        1.625%
     M            B+           $4,403,000        1.375%
     N            B            $4,403,000        1.125%
     O            B-           $2,202,000        1.000%
     P            NR          $17,612,527            —
     X**          AAA      $1,761,222,527            —


* Class A-1, A-2, A-3, A-AB, A-4, A-1A, and A-M receive interest
and principal before class A-J.  Losses are borne by class A-J
before classes A-1, A-2, A-3, A-AB, A-4, A-1A, and A-M, which will
be applied pari passu.

** Interest-only class with a notional amount.

NR - Not rated.


BELO CORP: S&P Lowers Ratings on Two Transactions to BB+
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two Belo
Corp.-related transactions and placed them on CreditWatch with
negative implications.
     
The rating actions reflect the Oct. 1, 2007, lowering of the
rating on the underlying securities, the 7.25% debentures due
Sept. 15, 2027, issued by Belo Corp., and its placement on
CreditWatch negative.
     
PreferredPLUS Trust Series BLC-1 and PreferredPLUS Trust Series
BLC-2 are pass-through transactions, the ratings on which are
based solely on the rating assigned to the underlying securities,
the 7.25% debentures issued by Belo Corp.
     
   
       Ratings Lowered and Placed on Creditwatch Negative
   
               PreferredPLUS Trust Series BLC-1
       $33 million PreferredPLUS 7.875% trust certificates
                         series BLC-1

                                   Rating
                                   ------
              Class          To              From
              -----          --              ----
              Certificates   BB+/Watch Neg    BBB-

               PreferredPLUS Trust Series BLC-2
      $34 million PreferredPLUS 8.000% trust certificates
                          series BLC-2

                                    Rating
                                    ------
              Class          To               From
              -----          --               ----
              Certificates   BB+/Watch Neg    BBB-


BIOMET INC: Inks Deferred Prosecution Pact with NJ U.S. Attorney
----------------------------------------------------------------
Biomet Inc. has entered into a Deferred Prosecution Agreement with
the United States Attorney's Office for the District of New Jersey
-- USAO.  The agreement concludes the government's investigation
into whether consulting agreements between the largest orthopedic
manufacturers and orthopedic surgeons who use joint reconstruction
and replacement products may have violated the federal Anti-
Kickback Statute.

Through the DPA, the USAO agrees not to prosecute the Company in
connection with this matter, provided that the Company satisfies
its obligations under the agreement over the next 18 months.  The
DPA calls for the appointment of an independent monitor to review
the Company's compliance with the DPA, particularly in relation to
the Company's consulting agreements.

The company has, at the same time, reached an agreement with the
United States to settle civil and administrative claims relating
to this matter for a payment of $26,949,120, without any admission
of liability or wrongdoing by the company.  Finally, the company
has entered into a Corporate Integrity Agreement with the Office
of the Inspector General of the U.S. Department of Health and
Human Services.

The financial settlement to be paid by Biomet is the lowest among
the four investigated companies that agreed to a civil settlement,
on both an absolute basis and as a percentage of U.S. total joint
sales.  This resolution reflects the company's full cooperation
throughout the investigation.

The DPA acknowledges that the Company did not engage in any
conduct that adversely affected patient health or patient care,
and the Settlement Agreement is not an admission of improper
conduct on Biomet's part.

Biomet's President and Chief Executive Officer, Jeffrey R.
Binder, stated: "Biomet has long been committed to upholding the
highest standards of ethical and legal conduct and, in fact, was
among the first orthopedic companies to establish a voluntary
internal compliance program in 1999.  We fully intend to work with
the independent monitor, the Department of Justice and the Office
of Inspector General to institute and review additional healthcare
compliance practices and procedures.  Moving forward, we are very
confident in our ability to compete successfully on a level
playing field, given the quality of our products and service."

                        About Biomet

Based in Warsaw, Indiana, Biomet Inc. (NASDAQ: BMET) and its
subsidiaries design, manufacture, and market products used
primarily by musculoskeletal medical specialists in both
surgical and non-surgical therapy.  Biomet and its subsidiaries
currently distribute products in more than 100 countries,
including the Netherlands, Argentina and Korea.

Headquartered in Warsaw, Indiana, Biomet Inc. and its subsidiaries
design, manufacture, and market products used primarily by
musculoskeletal medical specialists in both surgical and non-
surgical therapy.  Biomet's product portfolio encompasses
reconstructive products, fixation products, spinal products, and
other products.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Moody's Investors Service assigned final debt ratings to Biomet
Inc. (B2 Corporate Family Rating) in conjunction with the close of
the leveraged buy-out transaction by a consortium of equity
sponsors.  The rating outlook is negative.


BLUE RIDGE: Moody's Withdraws B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service withdrew the ratings of Blue Ridge Paper
Products Inc. because $124.3 million in aggregate principal amount
of the company's senior secured notes were tendered in the recent
change of control offer.

The change of control offer was made solely to fulfill Blue Ridge
Paper Products Inc.'s obligations under the indenture governing
the notes, which required that the company make an offer to
purchase the notes following a "change of control".  

A "change of control" occurred on July 31, 2007 as a result of the
acquisition of Blue Ridge Paper Products Inc. through a merger
between its parent, Blue Ridge Holding Corp., and Packaging
Holdings Inc., a subsidiary of Rank Group Limited.  At that time,
Moody's changed the outlook to developing from stable.

These ratings have been withdrawn:

Blue Ridge Paper Products, Inc.

   -- Corporate family rating, B3
   -- $125 million of 9.5% Secured Notes, B2 (LGD3, 41%)

Blue Ridge Paper Products Inc., headquartered in Canton, North
Carolina, is a vertically integrated manufacturer of specialty
paperboard packaging products and a broad range of specialty and
commodity grades of paperboard and paper products.


CASEY'S RESTAURANT: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Casey's Restaurant, Inc.
        dba Casey's Bar & Grille
        505 Pleasant Street, Suite 302
        St. Joseph, MI 49085

Bankruptcy Case No.: 07-07296

Chapter 11 Petition Date: October 3, 2007

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Perry G. Pastula, Esq.
                  Dunn, Schouten & Snoap, P.C.
                  2745 DeHoop Avenue Southwest
                  Wyoming, MI 49509
                  Tel: (616) 538-6380

Total Assets: $221,745

Total Debts:  $1,639,64

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Michigan Department of         value of security:        $331,000
Treasury                       $113,745
Treasury Building
Lansing, MI 48918

Internal Revenue Service       statutory lien; value     $280,000
Special Procedures Branch      of security: $101,745
Attention: Bankruptcy
Section Mail Code
15, P.O. Box 330500                                                
Detroit, MI 48232-6500

Michigan Unemployment                                     $63,000
Agency
3024 West Grand Boulevard
I, Tax Office, Suite 11-500
Detroit, MI 48202


CHARTER COMMS: Completes $479 Mil. Offering of 6.5% Senior Notes
----------------------------------------------------------------
Charter Communications Inc. has closed the exchange offer by its
subsidiary Charter Communications Holding Company LLC to exchange
$479 million of Charter's 6.50% Convertible Senior Notes due 2027
with a conversion price of $3.41 and a conversion rate of 293.3868
for $364 million of Charter's 5.875% Convertible Senior Notes due
2009.

In addition, $8 million in cash, representing accrued interest
from May 16, 2007, up to Oct. 2, 2007 was delivered as
consideration on Oct. 2, 2007.

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband  
communications company and a publicly traded cable operator in the
United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

At June 30, 2007, the company's balance sheet showed total assets
of 15.1 billion, total liabilities of $21.95 billion, resulting to
a shareholder's deficit of $6.85 billion.


CHARTER COMMS: Fitch Junks Rating on $479 Mil. 6.5% Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR4' rating to Charter
Communications, Inc.'s $479 million issuance of 6.5% convertible
senior notes due 2027.  Charter's Issuer Default Rating is 'CCC'.  
The Rating outlook for Charter and its subsidiaries is Stable.

The new notes were issued in accordance with Charter's offer to
exchange any and all of its 5.875% convertible senior notes due
2009 (the 5.875% notes $412.5 million face value) for up to $793
million 6.5% convertible senior notes due 2027.  Approximately 88%
of the existing convertible notes due 2009 were tendered.

Fitch recognizes that the exchange will extend a large portion of
the $731 million of Charter's debt that is scheduled to mature
before year end 2009 resulting in a modest improvement of the
company's financial flexibility and liquidity profile. However,
Fitch believes that the debt exchange is neutral to Charter's
overall credit profile.  From Fitch's perspective the proposed
debt exchange does not materially change or enhance the recovery
prospects of the bond holders within Charter's various holding
companies.

Overall, Fitch's ratings reflect Charter's highly levered balance
sheet, its substantial free cash flow deficits and the company's
relatively weak operating performance and subscriber clustering
profiles.  Fitch believes that Charter will continue to generate
negative free cash flow given the company's capital structure,
ongoing capital expenditures and cash interest requirements.  
While acknowledging the modest improvements made to Charter's
operating profile, Fitch does not expect any meaningful de-
leveraging of Charter's balance sheet over the current rating
horizon.


CHRYSLER LLC: Intends to Close Assembly Plant in Illinois
---------------------------------------------------------
Chrysler LLC, which has started contract negotiations with the
United Auto Workers union this week, plans to shutter an assembly
plant in Belvidere, Illinois, that produces the Dodge Caliber,
Jeep Compass and Jeep Patriot, Kevin Krolicki of Reuters reports.

According to Mr. Krolicki, Chrysler spokeswoman Michele Tinson
said that the temporary shutdown was being done to adjust
inventory levels of the plant, which employs 3,400 workers.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Chrysler reported U.S. sales for September 2007 of 159,799
units; down 5% compared to September 2006 with 168,888 units sold.  
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.

                       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.

                          *    *    *

On Oct. 1, 2007, Standard & Poor's Ratings Services placed its
corporate credit ratings on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC on CreditWatch with positive
implications.

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.


COMMUNICATIONS CORP: Judge Callaway Confirms Amended Plan
---------------------------------------------------------
The Honorable Stephen V. Callaway of the U.S. Bankruptcy Court for
the Western District of Louisiana confirmed the Amended Joint
Chapter 11 Plan of Reorganization filed by Communications
Corporation of America and its debtor-affiliates and White Knight
Holdings and its debtor-affiliates.

                       Treatment of Claims

As reported in the Troubled Company Reporter on Sept. 12, 2007,
under the both Plans, Administrative, Priority Tax Claims and
Priority Claims will be paid in full and in cash on the effective
date.

Holders of Other Secured Claims will recover 100% of their claims.

Holders of Trade Claims will be paid in full but without interest.

Holders of First Lien Lenders' General Unsecured Claims will
consent to waive their entitlement to a distribution under the
Plans, and these claims will be discharged on the effective date.

Holders of Third Lien Claims and General Unsecured Creditors will
receive no distribution under both Plans.

                       First Lien Lenders

Under CCA's Plan, the First Lien Agent, for the benefit of the
First Lien Lenders, will receive:

    (a) $5.0 million in Cash,

    (b) the Secured Term Loan, and

    (c) 10.0 million shares of CCA New Common Stock (representing
        100% of the CCA New Common Stock to be distributed
        pursuant to the CCA Plan; additional shares of CCA
        New Common Stock will be purchased by certain employees
        for cash on the Effective Date).

Under WKH's Plan, the First Lien Agent, will receive, in full and
final satisfaction of the First Lien Lenders’ Secured Claim:

    (a) the WKH Guaranty, whereby each of the Reorganized WKH
        Debtors will guaranty the Reorganized CCA Debtors’
        obligations under the Exit Facility, and

    (b) 100% of the WKH New Common Stock outstanding on the
        Effective Date (which shall be immediately transferred to
        the WKH New Common Stockholder).

The First Lien Lenders are estimated to recover less than 100% of
their claims.

                         Second Lien Lenders

Under the CCA Plan, provided that (a) all holders of Second Lien
Claims vote to accept the CCA Plan and (b) neither the Second Lien
Agent nor one or more Second Lien Lenders objects to the CCA
Plan and/or the WKH Plan, on the effective date, the Second Lien
Agent, for the benefit of the Second Lien Lenders, will receive:

    (i) $250,000 in Cash,

   (ii) warrants exercisable for a period of five years after the
        effective date to purchase, in the aggregate, up to
        100,000 shares of CCA New Common Stock (which amount is
        equal to 1% multiplied by the 10,000,000 shares of CCA New
        Common Stock being issued to the First Lien Agent for the
        benefit of the First Lien Lenders in accordance with
        Section 3.2.2(c) of the CCA Plan) at a per share exercise
        price equal to the Series A Warrant Per Share Exercise
        Price, and

(iii) warrants exercisable for a period of five years after the
        effective date to purchase, in the aggregate, up to
        300,000 shares of CCA New Common Stock (which amount is
        equal to 3% multiplied by the 10,000,000 shares of CCA New
        Common Stock being issued to the First Lien Agent for the
        benefit of the First Lien Lenders in accordance with
        Section 3.2.2(c) of the CCA Plan) at a per share exercise
        price equal to the Series B Warrant Per Share Exercise
        Price.

Under the WKH Plan, holders of Second Lien Claims will receive
nothing.

Holders of Second Lien Claims are estimated to receive
approximately 1% of their claims plus additional value if warrants
are exercised.

                         CCA Interests

Holders of CCA's Subsidiary Common Equity Interests will retain
their Subsidiary Common Equity Interests.

Preferred Interest and Common Equity Interests will be cancelled
and holders will receive nothing under the Plan.

                          WKH Interests

Holders of WKH's Subsidiary Common Equity Interests will retain
their Subsidiary Common Equity Interests.  WKH's Common Equity
Interests will be cancelled and holders will receive no
distribution under the Plan.

                        About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.  White
Knight and its affiliates own eight television stations in four
markets.  Three of the markets are in Louisiana while one is in
Texas.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  On July 11, 2007, five affiliates, who exist
to hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).

R. Patrick Vance, Esq., and Matthew T. Brown, Esq., at Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, LLP, represents
White Knight and its debtor-affiliates in their restructuring
efforts.  White Knight and its debtor-affiliates' chapter 11 cases
are jointly administered under Communication Corporation of
America's chapter 11 case.

              About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  The company and
its affiliates collectively own 15 television station in 10
markets.  Four of these markets are in Louisiana, five are in
Texas and one is in Indiana.

Communications Corporation and 10 of its affiliates filed for
bankruptcy protection on June 7, 2006 (Bankr. W.D. La. Lead Case
No. 06-50410).  On July 11, 2007, nine affiliates, who exist to
hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).  

Douglas S. Draper, Esq., William H. Patrick III, Esq., and Tristan
Manthey, Esq., at Heller, Draper, Hayden, Patrick & Horn, LLC,
represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

       The Communications Corp. - White Knight Connection

White Knights Operating Subsidiaries operate television stations
under multiple agreements with ComCorp Broadcasting, primarily
related to advertising, sales, promotion services and
administrative services.  The Debtors' cases are now consolidated
under Communications Corporation of America (Bankr. W.D. La.
Case No. 06-50410).


COMPTON PETROLEUM: Closes Sale of Worsley Oil Assets to Birchcliff
------------------------------------------------------------------
Compton Petroleum Corporation disclosed that it has completed its
previously disclosed sale to Birchcliff Energy Ltd. of its
conventional oil assets at Worsley in the Peace River Arch area of
Alberta, for total cash proceeds of $270 million.

As reported in the Troubled Company Reporter on Sept. 6, 2007,
current production from the property is approximately 3,500 boe/d,
including 4.8 mmcf/d of associated natural gas.  Reserves at
Worsley are estimated to be approximately 11.3 million boe proved
and 15.1 million boe on a proved and probable basis.  As such, the
sale represents 6% of its proved plus probable reserves as of
Dec. 31, 2006.

The sale price equates to $77,143 per boe/d of production and
$23.89/boe of proved reserves and $17.88/boe of proved plus
probable reserves.  The value realized on the sale of these high
quality assets is reflective of the value of its petroleum and
natural gas assets as a whole.
    
The company is also in the process of the divestment of its oil
and natural gas properties at Cecil, also in the Peace River
Arch area of Alberta, and are targeting the fourth quarter to
finalize this transaction.  

Based upon its Dec. 31, 2006, reserve evaluation, the Worsley
property represents approximately two thirds of the value of the
combined Cecil/Worsley properties.
    
Proceeds from the sale will reduce the company's syndicated senior
debt and provide the company with additional financial resources
to continue the development of its focus natural gas resource
plays as outlined in its July 11, 2007, operational update.

                     About Compton Petroleum

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

                         *     *     *

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


CORBIN PLAZA: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Corbin Plaza Corporation
        110 Pleasant Street
        Marlborough, MA 01752

Bankruptcy Case No.: 07-43652

Type of business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: October 3, 2007

Court: District of Massachusetts

Judge: Henry J. Boroff

Debtor's Counsel: Isaac H. Peres, Esq.
                  92 State Street, 8th Floor
                  Boston, MA 02109
                  Tel: (617) 722-0094

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
National Grid                  trade debt                 $30,000
Processing Center
Woburn, MA 01807-0005

Massachusetts Department of    corporate tax               $3,716
Revenue
P.O. Box 7065
Boston, MA 02204


COUNTRYWIDE FIN'L: Judge Orders Disclosure of Stock-Option Records
------------------------------------------------------------------
The Honorable John W. Noble of the Delaware Court of Chancery in
Wilmington, Delaware has ordered Countrywide Financial Corporation
to present information regarding stock options the company granted
to its executives between 1997 and 2002, various reports say.

Louisiana Municipal Police Employees' Retirement last year filed a
lawsuit against the company alleging that there was a correlation
between the grants awarded and the increase in the stocl prices.

Although, the ruling doesn't answer the issue of whether the
company's action was proper, in his opinion, Vice Chancellor Noble
said that there was enough evidence to warrant further inquiry.

The company has denied the allegations and says that it will
continue to defend itself against the complaint.

Separately, Jay Fitzgerald of Boston Herald earlier reported that
Massachusetts' Pension Reserves Investment Management Board
confirmed it will be filing a lawsuit against Countrywide to
recover as much as $20 million it lost due to the company's
downfall.

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 second quarter 2007 performance showed a 33%
decrease in consolidated net earnings, 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.

The company blamed the results on increased credit-related costs
due to 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.


CREDIT SUISSE: Moody's Junks Rating on $14.6 Mil. Class L Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of six classes of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1999-C1 as:

   -- Class A-2, $552,767,010, affirmed at Aaa
   -- Class A-X, Notional, affirmed at Aaa
   -- Class B, $52,600,000, affirmed at Aaa
   -- Class C, $58,500,000, affirmed at Aaa
   -- Class D, $14,700,000, affirmed at Aaa
   -- Class E, $40,900,000, upgraded to A1 from A2
   -- Class F, $20,500,000, upgraded to Baa1 from Baa2
   -- Class L, $14,645,975, affirmed at C

As of the Sept. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 28.5% to
$837.1 million from $1.17 billion at securitization.  The
certificates are collateralized by 115 loans ranging in size from
less than 1% to 5.3% of the pool, with the top 10 loans
representing 39.8% of the pool.  The pool includes a credit tenant
lease component which comprises 4.0% of the pool. Twenty-seven
loans, representing 33% of the pool, have defeased and are
collateralized by U.S. Government securities.

Seventeen loans have been liquidated from the pool, resulting in
aggregate realized losses of about $24.6 million.  Currently there
are no loans in special servicing. Eighteen loans, representing
13.3% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
73.1% of the pool.  Moody's loan to value ratio is 81.6%, compared
to 85.4% at Moody's last full review in May 2006 and compared to
84.3% at securitization.  Moody's is upgrading Classes E and F due
to defeasance and improved pool performance.

The top three conduit loans represent 13.4% of the outstanding
pool balance.  The largest loan is the Tallahassee Mall Loan
($44.7 million -- 5.3%), which is secured by a 974,000 square foot
mall located in Tallahassee, Florida.  The mall is anchored by
Dillard's, Goody's and Belks.  The in-line space was 89.6%
occupied as of January 2007, compared to 81% at last review.  The
property has benefited from a recent renovation and repositioning
as well as loan amortization.  Moody's LTV is 82.6%, compared to
93.4% at last review.

The second largest conduit loan is the Hato Rey Tower Loan ($35.8
million -- 4.3%), which is secured by a 349,000 square foot office
building located in downtown San Juan, Puerto Rico. The property
was 71.6% occupied as of January 2007, compared to 76% at last
review.  The loan is on the master servicer's watchlist due to low
debt service coverage and a decline in occupancy.  Moody's LTV is
in excess of 100%, the same as at last review.

The third largest conduit loan is the Scholastic Building Loan
($31.6 million - 3.8%), which is secured by a 225,000 square foot
office building located in downtown Manhattan.  The property is
100% leased to Scholastic, Inc. through July 2029. Moody's LTV is
89.6%, compared to 92.8% at last review.

The CTL component ($33.7 million -- 4.0%) consists of two cross-
collateralized loans secured by a bondable lease to ACCOR, S.A.
The collateral consists of 11 Motel 6 hotels totaling 1,224 rooms
and located in five states.


DEAN FOODS: Reduces 3rd Qtr. and Full Year Earnings Expectations
----------------------------------------------------------------
Dean Foods Company disclosed that it reduced its expectations for
third quarter and full year adjusted earnings per share.

"Rapidly increasing and record high dairy commodity costs have
created a very challenging operating environment and 2007 results
have been well short of our expectations," said Gregg Engles,
chairman and chief executive officer.  "The third quarter has been
particularly challenging as dairy commodity costs have risen
sharply, hitting all time highs.  This is by far the most
difficult operating environment in the history of the company,
reinforcing the importance of the long-term strategic initiatives
we have underway.  These efforts will better position us to face
future challenges."

Jack Callahan, chief financial officer of Dean Foods, added, "As a
result of this extreme commodity environment, we face
unprecedented cost challenges in our Dairy Group operations,
including increased shrink costs and materially reduced profits
from excess cream sales.  At the same time, sales volumes in the
Dairy Group have softened as consumers react to the record high
prices.  We are also seeing a pronounced shift from branded
products to private label in some of our regional brands.  At
WhiteWave, results continue to be negatively impacted by the
oversupply of organic milk."

Continued Callahan, "With these challenges in mind, it is now
clear that our adjusted results for the third quarter will be
below our previous guidance, and we now expect earnings per share
to be approximately $0.15 per share in the third quarter and
approximately $1.25 per share for the full year."

"While we had expected strong growth in milk supply to lead to
lower conventional dairy commodity prices toward the end of the
year, it now appears that prices will likely remain high for the
balance of the year, due in part to continued strong export demand
for non-fat dry milk powder," added Callahan.  "However, we expect
more favorable price movements as we get farther into 2008.  We
also expect the organic milk oversupply to continue to negatively
affect results for the balance of this year and into at least the
first half of 2008, despite the recent volume acceleration of the
Horizon Organic brand."

As part of its ongoing initiative to streamline operations, the
company says that it will be reducing its workforce.  This
reduction is expected to affect approximately 600 — 700 positions.  
Implementation will begin immediately with a voluntary reduction
program followed by an involuntary reduction, if necessary.  The
program is expected to conclude by late October.

Engles continued, "Over the past 18 months, we have been working
to increase the efficiency and capability of our Dairy Group
operations.  We are now ready to move forward with a workforce
reduction.  Our decision is part of our multi-year productivity
initiative which will help better position the company during this
incredibly difficult period for Dean Foods and the industry.  It
is a tough decision but it is a necessary action to improve our
competitive position."

The company says that a reduction in workforce will affect Dean
Foods Dairy Group employees from across the country.  The company
expects to take a restructuring charge in the third quarter
related to the reduction in force.

                         About Dean Foods

Headquartered in Dallas, Dean Foods Company (NYSE: DF) --
http://www.deanfoods.com/-- is a food and beverage company in the  
United States.  Its Dairy Group division is the largest processor
and distributor of milk and other dairy products in the country,
with products sold under more than 50 familiar local and regional
brands and a wide array of private labels.  The company's
WhiteWave Foods subsidiary markets and sells a variety of well-
known dairy and dairy-related products, such as Silk(R) soymilk,
Horizon Organic(R) milk and other dairy products, International
Delight(R) coffee creamers, and Land O'Lakes(R) creamers and other
fluid dairy products.  WhiteWave Foods' Rachel's Organic(R) brand
is the largest organic milk brand and third largest organic yogurt
brand in the United Kingdom.


DEAN FOODS: S&P Lowers BB Corporate Credit Rating to BB-
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dean
Foods Co. and its wholly owned subsidiary, Dean Holding Co.,
including its corporate credit rating to 'BB-' from 'BB',
following the company's announcement that it has revised its
earning guidance for the third quarter and the full year.  The '2'
recovery rating on Dean Foods senior secured bank facility remains
unchanged.  The outlook is negative.
     
"The downgrade reflects the difficult operating environment--
record-high raw milk prices and the oversupply of organic milk--
that is currently affecting operating performance," said Standard
& Poor's credit analyst Jayne Ross.
     
"Our expectation is that milk prices will not likely decline to
the mid- to high-teens area until the second quarter of 2008,"
said Ms. Ross.  "Dean Foods will then be approximately nine to 12
months behind in improving credit protection measures to levels
more appropriate for the rating."
     
Dean Foods is the leading processor and distributor of branded
dairy products under strong regional and private-label brands in
the U.S.


DELTA AIR: Moody's Assigns Low-B Ratings on Two Class Certs.
------------------------------------------------------------
Moody's Investors Service assigned ratings of Baa1 to the Class A,
Ba2 to the Class B and B1 to the Class C Certificates of the Delta
Air Lines Pass Through Certificates, Series 2007-1.  Each
certificate will represent an interest in the assets of the
related Trust.  Property of the Trust will be Equipment Notes to
be issued by Delta Air Lines Inc. which will be secured by a
security interest in the aircraft being financed by this
transaction.  The notes with respect to each aircraft will be
issued under a separate indenture.

Moody's affirmed all ratings of Delta, corporate family rating at
B2, and the outlook remains stable.

            General Structure of the 2007-1 EETCs

Proceeds from the sale of the certificates will be used to
purchase notes to finance 36 Boeing aircraft comprising 14 767-
400ER, 11 737-800, 7 777-200ER and 4 767-300ER vintage aircraft
originally delivered to Delta between 1998 and 2002.  All of the
Aircraft are operated by Delta.

The certificates issued to finance the aircraft do not represent
interests in and are not obligations of Delta. However, the
amounts payable by Delta under the notes will be sufficient to pay
in full all principal and interest on the Certificates when due.  
The notes will be secured by a perfected security interest in the
Aircraft and it is the opinion of counsel to Delta, that the notes
will be entitled to the benefits of Section 1110 of the U.S.
Bankruptcy Code.  Under Section 1110 of the U.S. Bankruptcy Code,
if Delta fails to pay its obligations under the Notes, the
collateral trustee has the right to repossess any aircraft which
have been rejected by Delta.  The Class C Certificates rank junior
in priority to the Class B Certificates and the Class B
Certificates rank junior to the Class A Certificates.

The Class A Certificates and Class B Certificates will each be
supported by a liquidity facility intended to pay up to three
semi-annual interest payments (up to 18 months) in the event Delta
defaults on its obligations under the Notes.  The liquidity
facilities will not provide for payments of principal due.  The
liquidity provider for the Class A and Class B Certificates is
Landesbank Hessen-Thüringen Girozentrale, a public law banking
institution organized under the laws of Germany which has a
Moody's short-term rating of P-1.  The liquidity provider has a
priority claim on proceeds from liquidation ahead of any of
Certificate holders and is also the controlling party following
default.  There will be no liquidity facility for the Class C
Certificates.

            Cross Collateralization and Waterfall

The ratings reflect Moody's belief that all certificates will
benefit from cross collateralization, which potentially enhances
recovery in the event of default.  This feature provides that any
proceeds from the sale of an Aircraft securing Notes will be
available for application to shortfalls with respect to
obligations due under notes with respect to the other aircraft and
held in the trusts at the time such proceeds are received.  In the
absence of any such shortfall, excess proceeds will be held as
additional collateral for the benefit of the other notes.  It is
the opinion of counsel that any cash collateral held as a result
of the cross collateralization of the Notes would not be entitled
to the benefits of Section 1110 of the Bankruptcy Code.  Moody's
believes despite the fact that 50% of the aircraft are of a single
aircraft family (Boeing 767), expected recovery is enhanced
because the collateral pool comprises a significant number of
aircraft and because, while there is some correlation between the
values of the widebody aircraft types, there is sufficient
diversity in values and utility of the aircraft to produce a
benefit given cross collateralization.

        Collateral for the Delta Air Lines 2007-1 EETC

While there is some commonality between the 767-400ER, 777-200ER,
767-300ER and 737-800 as they are all long-range commercial jet
aircraft, there are some differences in terms of their current and
future usage and their expected valuations in future years.  While
the 767-300ER and 767-400ER are both widebodies designed for long-
range capability, the 767-300ER is one of the most widely accepted
aircraft among commercial airlines while the -400ER has a very
limited operator base (2 U.S. operators including Delta).  The
777-200ER, which is a derivative of the 777-200 and has a range
about 50% higher than that aircraft model, is intended for long-
haul routes and enjoys good penetration in the widebody market.

The 737-800 is a next-generation narrow-body replacement for the
737-400 with upgraded systems, revised empennage, a larger wing,
higher MTOW, greater fuel capacity and range than the -400.  The
737-800 is the only narrow body aircraft in the pool but enjoys a
large operator base as a result of its operational flexibility and
medium range efficiency.  Moody's believes the values of the
Aircraft are supported by strong current market conditions which
may be nearing the peak of the demand cycle. Should a downturn in
the demand for aircraft occur in the future, Moody's believes the
impact on the values of these aircraft in passenger configuration
would be greater than for other aircraft types for several
reasons.

First, widebody aircraft (which comprise about 70% of the pool by
number) would likely have less operational flexibility than new,
more efficient narrowbody aircraft in a softer economic
environment, and their use would likely be discontinued sooner.
Second, these aircraft are at or near their economic half lives
and some models have been superceded or are expected to be
superceded by newer, more efficient aircraft types, which is
likely to moderate the volatility of their value in an economic
downturn.  Third, the limited operator base for the 767-400ER and
limited used market activity increases their value uncertainty as
well as their volatility under less favorable economic conditions.  
Finally, the cost of modification of these aircraft to cargo
configuration is significant and potentially prohibitive.  Moody's
believes lower loan to value ratios on the certificates mitigates
the incremental volatility of these aircraft values.

                   Structural Considerations

The aircraft are currently subject to liens under existing
financings.  However, these existing liens will be released prior
to funding the Delta 2007-1 EETC.  Nineteen of the Aircraft are
subject to separate indentures under an enhanced equipment trust
certificate transaction entered into by Delta in December 2001.  
Additionally, 12 of the aircraft are subject to a mortgage in
connection with a letter of credit facility that backs up certain
airport bond issues and an additional five aircraft are subject to
an indenture and security agreement in connection with an aircraft
loan facility, in each case entered into in 2003.  At the date of
funding of the Delta 2007-1 EETC, all the equipment notes issued
under the 2001-2 Indentures will have been prepaid in order to
obtain release of the lien of the 2001-2 Indentures on the 2001-2
EETC Aircraft. Further, as of the date of funding the Delta 2007-1
EETC, the liens on the Private Aircraft will be released because
the applicable airport bonds will be redeemed and the aircraft
loan facility will be repaid.

Ratings assigned:

Delta Air Lines, Inc.'s Enhanced Equipment Trust Certificates
Series 2007-1

   -- Class A at Baa1
   -- Class B at Ba2
   -- Class C at B1

Delta Air Lines Inc., a major airline that provides scheduled
passenger service throughout North America, the Caribbean, Latin
America, Europe, Africa and Asia, is headquartered in Atlanta,
Georgia.


DELTA AIR: S&P Rates $220.1 Million Class C Certificates at B
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-'
rating to Delta Air Lines Inc.'s (B/Stable/--) $924.4 million
series 2007-1 class A pass-through certificates, its preliminary
'BBB-' rating to the $265.4 million class B certificates, and its
preliminary 'B' rating to the $220.1 million class C certificates.  
The expected maturity for the class A and class B certificates is
Aug. 10, 2022, and for the class C certificates Aug. 10, 2014.  
The final legal maturities will be 18 months after the expected
maturities for the class A and class B certificates only.  The
certificates, totaling about $1.4 billion, are issued pursuant to
Rule 144a and have registration rights.  S&P will assign final
ratings upon conclusion of a legal review of the documentation.
      
"The preliminary ratings are based on Delta's credit quality,
substantial collateral coverage by aircraft that are important to
the airline's operations [particularly the international
operations], and on legal and structural protections available to
the pass-through certificates," said Standard & Poor's credit
analyst Philip Baggaley.  Proceeds of the offering are being used
to refinance 11 B737-800, 4 B767-300ER, 14 B767-400ER, and 7 B777-
200ER aircraft originally delivered to Delta over 1998-2002.
     
The pass-through certificates are a form of enhanced equipment
trust certificate, and benefit from legal protections afforded
under Section 1110 of the federal bankruptcy code and, in the case
of the class A and class B certificates, by liquidity facilities
provided by Landesbank Hessen-Thueringen Girozentrale
(A/Positive/A-1).  Standard & Poor's criteria for rating EETCs
start with the airline's corporate credit rating and add credit
for:

     -- The likelihood that the airline would continue to make
        payments in bankruptcy in order to maintain control of
        the aircraft, and

     -- If that is not the case, credit for the possibility
        that full payment could be achieved through
        repossession and sale of the planes or restructuring
        of the obligations with the bankrupt airline.
     
The planes in this transaction are considered important to Delta's
operations.  The widebody planes (all except the B737-800s)
support Delta's international operations, which are growing
rapidly as part of strategic changes initiated in the airline's
bankruptcy reorganization.  However, widebody aircraft tend to be
somewhat less liquid in the resale market than narrowbodies, and
are more expensive to reconfigure for a new operator because of
the costly premium seats and in-flight entertainment systems
installed on planes in international service.  The only narrowbody
in the collateral pool, the B737-800, is a medium-sized narrowbody
and the most popular of the new-technology B737 family.
     
The 'B' corporate credit rating on Delta reflects risks associated
with participation in the price-competitive, cyclical, and
capital-intensive airline industry; on its below-average, albeit
improving, revenue generation; and on its significant
intermediate-term debt and capital spending commitments.  The
rating also incorporates the reduced debt load and operating costs
achieved in Chapter 11, and a trend of rapidly improving earnings
and cash flow. Delta, the third-largest U.S. airline, emerged from
bankruptcy protection
April 30, 2007.  

The stable outlook on the long-term rating incorporates
expectations of improving earnings and credit measures, though
not necessarily at the levels forecast in Delta's disclosure
statement.  S&P could revise the outlook to positive if the
company is able to continue to deliver improving performance in
line with projections shown in its bankruptcy disclosure
statement.  S&P consider an outlook revision to negative less
likely, barring external shocks to the aviation industry that
cause materially weaker performance by Delta.


DEX MEDIA: S&P Rates Planned $1.2 Bil. Credit Facilities at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue level and
recovery ratings to Dex Media East LLC's planned $1.2 billion
senior secured credit facilities.  The facilities were rated 'BB+'
with a recovery rating of '1', indicating that lenders can expect
very high (90% to 100%) recovery in the event of a payment
default. (These ratings are based upon preliminary terms and
conditions.)
     
At the same time, Standard & Poor's affirmed its outstanding issue
level ratings on Dex Media East LLC's and its affiliates' (Dex
Media West LLC and R.H. Donnelley Inc.) senior secured credit
facilities at 'BB+'.  The recovery ratings on these facilities
remain at '1', indicating that lenders can expect very high (90%
to 100%) recovery in the event of a payment default.
     
Ratings List

R.H. Donnelley Corp.
R.H. Donnelley Inc.
Dex Media East LLC
Dex Media West LLC

Corporate Credit Rating         BB-/Stable/--

Ratings Assigned

Dex Media East LLC

Senior Secured
  Local Currency                 BB+
   Recovery Rating               1

Rating Affirmed

Dex Media East LLC

Senior Secured
  Local Currency                 BB+
   Recovery Rating               1


DMHB HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: DMHB Holdings LLC
        90 Champions Way
        St. Augustine, FL 32092
        Tel: (904) 806-1695

Bankruptcy Case No.: 07-04377

Chapter 11 Petition Date: October 3, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Ronald S. Bailis, Esq.
                  980 North Michigan Avenue
                  Suite 1400
                  Chicago, IL 60611
                  Tel: (904) 806-1695

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Smith Giblen Group               Alleged Loan            $600,000
c/o Mark Woodward, Esq.
3200 Tamiami Trail North
Naples, FL 34103

Residences II                    Condominium Warranty    $200,000
c/o May Management
475 West Town Place, Suite 112
St. Augustine, FL 32092

Foley & Lardner                  Legal Services           $59,000
100 North Tampa Street
Suite 2700
Tampa, FL 33602

BHR-Arcadis                      Engineering              $55,000
                                 Services

St. Johns County                 Taxes                    $33,000
Tax Collector

Financial Printing               Printing                 $21,000

EGP                                                       $16,200

Prudential Network Realty        Reimbursement            $14,360

Jaguars                          Advertising              $12,000

Ringleson & Warrell              Accounting Services      $11,900

Slammer & Squire                 Golf Membership          $11,718

Pat Quilty                       Rent                     $11,554

Clear channel                    Advertising               $9,276

Stephen Sesnick                  Rent                      $8,775

Gina Conrad                      Rent                      $8,310

J.D. Southerland                 Advertising               $7,500
                                 Production

Greg Vandrie                     Rent                      $6,028

Mary McCall                      Rent                      $6,020

King & Bear                      Golf Membership           $5,586

Coomes Oil                       Fuel Oil                  $5,200


DUTCH HILL: Fitch Places 'BB+' Rating Under Negative Watch
----------------------------------------------------------
Fitch has placed seven classes of notes issued by Dutch Hill
Funding II Ltd. on Rating Watch Negative.  These rating actions
are effective immediately:

  -- $21,200,000 Class A-2 notes rated 'AAA', placed on Rating
     Watch Negative;

  -- $64,400,000 Class B notes rated 'AA', placed on Rating
     Watch Negative;

  -- $24,000,000 Class C notes rated 'A', placed on Rating
     Watch Negative;

  -- $8,000,000 Class C loan rated 'A', placed on Rating Watch
     Negative;

  -- $15,200,000 Class D-1 notes rated 'BBB+', placed on Rating
     Watch Negative;

  -- $11,800,000 Class D-2 notes rated 'BBB', placed on Rating
     Watch Negative;

  -- $11,800,000 Class D-3 notes rated 'BB+', placed on Rating
     Watch Negative.

Dutch Hill II is a cash flow mezzanine structured finance
collateralized debt obligation that closed on May 2, 2007 and is
managed by TCW Investment Management Company.  In addition to the
$400.8 million cash and synthetic portfolio, the issuer has
purchased credit protection on $253.9 million RMBS.  Short
contracts were used to purchase protection on mezzanine tranches
of RMBS issued by the same issuer as junior tranches that are held
in cash or synthetic form.  Dutch Hill II has a three year limited
substitution period during which only collateral sale proceeds may
be reinvested.

The rating action reflects collateral credit quality deterioration
identified in Fitch's ongoing collateral portfolio review of
structured finance CDOs where portions of the portfolio have been
downgraded or placed on Watch Negative by either Fitch or the
other rating agencies.  According to the trustee report dated
Sept. 17, 2007, the Fitch Weighted Average Rating Factor is
failing its test at 14 ('BB/BB-') versus a covenant of 11
('BB+/BB').  Additionally, the class D Principal Coverage,
Sequential OC and Subordinated Sequential OC tests are failing
their respective triggers of 106.25%, 164.74% and 107.75% vs.
levels of 102.50%, 162.52% and 101.96% as of Sept. 17, 2007.

Since closing, approximately $123.6 million representing 30.8% of
the long portfolio has been downgraded or placed on Watch Negative
by at least one of the rating agencies.  The long portfolio's
exposure to 2006 vintage collateral includes 48.1% subprime RMBS,
4.5% prime RMBS and 10.7% structured finance CDOs.  Exposure to
2007 vintage collateral includes 16.4% subprime RMBS, 4.5% prime
RMBS and 4.0% structured finance CDOs.  It is expected that
additional negative rating migration will occur in the near to
intermediate term.

The ratings of the class A-2 and B notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C Loans, C, D-1, D-2 and D-3 notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


EL PASO: Earns $166 Million in Second Quarter Ended June 30
-----------------------------------------------------------
El Paso Corporation reported net income of $166 million on
operating revenues of $1.20 billion for the second quarter ended
June 30, 2007, compared with net income of $141 million on
operating revenues of $1.09 billion for the same period last year.

Second quarter 2007 results from continuing operations include a
$55 million after-tax charge related to early debt retirement
costs.  Results also include a $6 million after-tax gain related
to the mark-to-market impact of derivatives intended to manage
price risk on natural gas and oil production.  Second quarter 2006
results include a comparable $17 million after-tax mark-to-market
gain.  

"This quarter demonstrates El Paso's ability to turn opportunities
into results," said Doug Foshee, El Paso's president and chief
executive officer.  "The E&P business performed very well,
generating a significant increase in production and earnings as
well as establishing a clear path to reaching our full-year goals.
Our pipeline business continues to grow as we develop our deep
inventory of expansion projects such as the Cypress pipeline
project, which was completed in the second quarter, on time and on
budget."

For the six months ended June 30, 2007, El Paso reported net
income of $795 million, compared with $506 million for the first
six months of 2006.  Results for 2007 include $674 million of
earnings which relate primarily to the gain on the sale of ANR and
related assets.  Results for 2007 also include a $184 million  
after-tax charge related to early debt retirement costs and a
$50 million mark-to-market loss on production-related derivatives.
During the same period in 2006, production-related derivatives
generated a $121 million mark-to-market after-tax gain, and
earnings from discontinued operations were $71 million.

At June 30, 2007, the company's consolidated balance sheet showed
$22.82 billion in total assets, $17.93 billion in total
liabilities, $21 million in securities of subsidiaries, and
$4.87 billion in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, further
showed strained liquidity with $1.99 billion in total current
assets available to pay $2.72 billion 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?2403

                    About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- is an energy company that provides    
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the exploration for and the acquisition, development
and production of natural gas, oil and natural gas liquids in the
United States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  It
also has a Power segment, which holds its remaining interests in
international power plants in Brazil, Asia and Central America.

                          *     *     *

Moody's Investor Services placed El Paso Corporation's probability
default and long term corporate family ratings at "Ba3" in March
2007, which still holds to date.  The outlook is positive.


EMPIRE BEEF: Wants to Hire Hodgson Russ as Bankruptcy Counsel
-------------------------------------------------------------
Empire Beef Co., dba Empire Beef & Redistribution Company, seeks
permission from the U.S. Bankruptcy Court for the Western District
of New York to employ Hodgson Russ LLP as its counsel.

Hodgson Russ will:

   a.) advise the Debtor of its rights, powers and duties as
       Debtor and Debtor-In-Possession continuing to operate
       and manage its businesses and properties under
       Chapter 11 of the Bankruptcy Code;
        
   b.) prepare, on behalf of the Debtor, any necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       reviewing financial and other reports to be filed in
       this chapter 11 case;
        
   c.) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices and
       other papers that may be filed and served in this
       chapter 11 case;
        
   d.) advise the Debtor with respect to, and assisting in the
       negotiation and documentation of, financing agreements,
       debt and cash collateral orders and related
       transactions;
                                  
   e.) advise and counsel the Debtor with respect to the
       contemplated sales of its assets and negotiating and
       preparing the agreements, pleadings and other documents
       related thereto;

   f.) review the nature and validity of any liens asserted
       against the Debtor's property and advise the Debtor
       concerning the enforceability of such liens;
        
   g.) advise the Debtor regarding its ability to initiate
       actions to collect and recover property for the benefit
       of its estates;
        
   h.) counsel the Debtor in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization and related documents;
        
   i.) advise and assist the Debtor in connection with any
       potential property dispositions;
        
   j.) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;
       
   k.) assist the Debtor in reviewing, estimating and resolving
       claims asserted against the Debtor's estate;
        
   l.) commencing and conducting any and all litigation
       necessary or appropriate to assert rights held by the
       Debtor, protect assets of the Debtor's Chapter 11 estate
       or otherwise further the goal of completing the Debtor's
       successful reorganization;
       
   m.) provide general corporate, litigation, regulatory and
       other nonbankruptcy services as requested by the Debtor;
       
   n.) appearing in Court on behalf of the Debtor as needed in
       connection with the foregoing and otherwise; and
       
   o.) performing any other necessary or appropriate legal
       services in connection with this Chapter 11 case for or
       on behalf of the Debtor.

Hodgson Russ will bill the Debtor based on these rates:

          Professionals               Hourly Rates
          -------------               ------------

          Garry M. Graber, Esq.            $350
          Janet Gabel, Esq.                $295
          Maureen Bass                     $190
          Bonnie O'Malley                  $155
          Lawyers                      $140 - $625
          Paralegals                    $80 - $215
     
In addition, Hodgson Russ will charge for its travel time at an
amount equal to 1/2 of its customary hourly rates.  The Debtor has
paid the firm a $100,000 retainer as security for the firm's fees
and disbursements.

In his affidavit, Garry M. Graber, Esq., Hodgson Russ partner,
assures the Court that his firm is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Graber can be reached at:

               Hodgson Russ LLP
               1540 Broadway, 24th Floor
               New York, NY 10036
               Tel: (212) 751 4300
               Fax: (212) 751 0928
               http://www.hodgsonruss.com/

Headquartered in Rochester, New York, Empire Beef Co. --
http://www.empirebeef.com/-- ships six million pounds of beef,
pork, lamb, veal, seafood, poultry, cheese, processed meats, and
multiple food products per week to more than twenty states, the
Caribbean, and other international destinations.  The meat are
purchased from packers like Hormel, JBS Swift, and Perdue Farms,
Empire Beef & Redistribution distributes packers' beef, cheese,
lamb, pork, poultry, seafood, and veal in a 20 state area of the
northeastern US.  The firm also offers portion-controlled
marinated and flavor-enhanced fresh and frozen meat products for
foodservice companies as well as for retail sale. Empire has
portion-control facilities in New York and Pennsylvania.

The company filed for Chapter 11 protection on Sept. 6, 2007,
(Bankr. W. D. NY Case No. 07-22226).  Peter Scribner, Esq. is
counsel to the Official Creditors Committee.  When the Debtor
filed for protection from its creditors, it listed estimated
assets between $1 million to $100 million.


FEDDERS CORP: Prepares Bonus Plan for Selected Workers and Execs
----------------------------------------------------------------
Fedders Corp. is proposing three sets of employee incentive
payment programs for about 200 workers and key officers, Bill
Rochelle of Bloomberg News reports.

The plan, the report says, would cost the company as much as
$870,000.

Top five officers, excluding the chairman, could receive
40% to 50% of their income, while some other workers could
receive five-week's wages for four weeks of work, Mr. Rochelle
notes.

The third group, with nearly 160 workers, will also share the
$474,000 the company budgeted for the group under the program,
Mr. Rochelle adds.

Last month, company lawyer Norman L. Pernick, Esq. was quoted
by Steven Church of Bloomberg News as saying that Fedders
will be filing a proposed procedure this December for the sale
of its assets.

Fedders then told the U.S. Bankruptcy Court for the District of
Delaware that it will be looking for a stalking horse bidder
for the assets pursuant to the terms of a proposed bankruptcy
loan, which requires the company to submit a sale motion by
December.

In August 2007, Fedders obtained interim Court approval to borrow
under a postpetition financing agreement between the Debtor and
a group of lenders including Goldman Sachs Credit Partners LP and
Bank of America NA.

Under that agreement, the lenders pledged to provide Fedders
up to $79 million in funds.

The Official Committee of Unsecured Creditors opposed the
financing, contending that it costs too much and that its terms
permit calling a default any time.

Headquartered in Liberty Corner, New Jersey and founded in 1896,  
Fedders Corporation (OTC: FJCC) -- http://www.fedders.com/--     
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007, (Bankr. D. Del. Case No.: 07-11182).  
Its Debtor-affiliates filed for separate Chapter 11 cases.  Norman
L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed total assets of
$186,300,000 and total debts of $322,000,000.


FLEXTRONICS INT'L: Agent Discloses Final Results of Exchange
------------------------------------------------------------
Computershare Shareholders Services Inc., the exchange agent for
the transaction, reported final results for the elections made by
Solectron Corporation stockholders regarding the form
of merger consideration they will receive in the merger with
Flextronics International Ltd.  Computershare has calculated that
of the 918,438,865 shares of Solectron common stock outstanding as
of the effective time of the merger:
    
   -- 725,108,506 of the outstanding Solectron shares have
      submitted valid elections to receive Flextronics
      ordinary shares;
    
   -- 81,440,695 of the outstanding Solectron shares have
      submitted valid elections to receive cash; and
   
   -- 111,889,664 of the outstanding Solectron shares did not
      submit valid elections.

Pursuant to the terms of the merger agreement, Solectron
stockholders were entitled to elect to receive either 0.3450 of a
Flextronics ordinary share or $3.89 in cash for each share of
Solectron common stock, subject to proration due to minimum and
maximum limits on the amount of stock consideration and cash
consideration.  The election deadline expired at 5:00 p.m., EDT,
on Sept. 27, 2007.

Based on the election results and the terms of the merger
agreement:

   -- Solectron stockholders who elected to receive stock
      consideration will receive Flextronics ordinary shares
      with respect to approximately 88.66% of their Solectron
      shares and cash with respect to approximately 11.34% of
      their Solectron shares;
    
   -- Solectron stockholders who elected to receive cash
      consideration will receive cash with respect to all of
      their Solectron shares; and
    
   -- Solectron stockholders that failed to submit a valid
      election will receive cash with respect to all of their
      Solectron shares.
    
Flextronics will pay approximately $1.07 billion in cash and issue
approximately 221.8 million Flextronics ordinary shares pursuant
to the merger.  No fractional Flextronics ordinary shares will be
issued.  Instead, each Solectron stockholder that would otherwise
be entitled to receive Flextronics fractional shares will receive
an amount in cash based on
$11.42 per Flextronics ordinary share, the average of the per
share closing prices of Flextronics ordinary shares reported on
the NASDAQ Global Select Market during the five consecutive
trading days ending on the trading day immediately preceding the
closing date of the merger.

Solectron stockholders with questions regarding individual
allocation results should contact Innisfree M&A Incorporated toll
free from within the United States and Canada at 877-825-8971.

                 About Solectron Corporation

Based in Milpitas, California, Solectron Corporation (NYSE: SLR)
-- http://www.solectron.com/-- provides complete product    
lifecycle services.  The company offers collaborative design and
new product introduction, supply chain management, lean
manufacturing and aftermarket services such as product warranty
repair and end-of-life support to customers worldwide.  The
company works with the providers of networking, computing,
telecommunications, storage, consumer, automotive, industrial,
medical, self-service automation and aerospace and defense
products.  The company's Lean Six Sigma methodology provides OEMs
with quality, flexibility, innovation and cost benefits that
improve competitive advantage.  Solectron operates in more than 20
countries on five continents.

                About Flextronics International

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an     
Electronics Manufacturing Services provider focused on delivering
design, engineering and manufacturing services to automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile OEMs.  Flextronics helps customers design, build, ship,
and service electronics products through a network of facilities
in over 30 countries on four continents.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, 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+'; and 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.

At the same time, 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.


FOAMEX INT'L: Sells $10 Mil. Carpet Facilities to Future Foam
-------------------------------------------------------------
Foamex International Inc. has sold its stand-alone carpet cushion
facilities to Future Foam Inc. for net proceeds of approximately
$10 million.  

The carpet cushion facilities are located in Fairless Hills,
Pennsylvania, Dallas, Texas and Orlando, Florida.  Foamex intends
to use the proceeds to either reinvest in its business or to pay
down debt.

The company intends to use the proceeds either to reinvest in its
business or to pay down debt.

Foamex will offer prime polyurethane and rebond carpet cushion and
flooring underlay products through its remaining carpet cushion
facilities, which are integral components at a number of its foam
production facilities in the Midwest and Western United States.

"This transcation reflects our continuing effort to strengthen
Foamex," Jack Johnson, president and chief executive officer of
Foamex, said.  "The stand-alone carpet cushion facilities are non-
core components of ouroverall portfolio and the sale of these
facilities providesbetter value to our stockholders.  We remain
committed to thecarpet cushion business and will continue to
manufacture products for the carpet cushion and flooring underlay
market. The remaining capacity can consume all the scrap foam we
produce in our other foam operations."

Headquartered in Linwood, Pennsylvania, Foamex International Inc.
(FMXIQ.PK) -- http://www.foamex.com/-- produces cushioning for  
bedding, furniture, carpet cushion and automotive markets.  The
company also manufactures polymers for the industrial, aerospace,
defense, electronics and computer industries.  

The company and eight affiliates filed for chapter 11 protection
on Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-
12693).  Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison
LLP, represent the Debtors in their restructuring efforts.  
Houlihan, Lokey, Howard and Zukin and O'Melveny & Myers LLP are
advising the ad hoc committee of Senior Secured Noteholders.  
Kenneth A. Rosen, Esq., and Sharon L. Levine, Esq., at Lowenstein
Sandler PC and Donald J. Detweiler, Esq., at Saul Ewings, LP,
represent the Official Committee of Unsecured Creditors.  As of
July 3, 2005, the Debtors reported $620,826,000 in total assets
and $744,757,000 in total debts.  

On Feb. 2, 2007, the Court confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan of Reorganization of
Foamex International Inc. became effective and the company emerged
from chapter 11 bankruptcy protection on Feb. 12, 2007.

At July 1, 2007, Foamex International Inc.'s balance sheet showed
total assets of $566.2 million and total liabilities of
$823.5 million, resulting to a total stockholders' deficit of
$257.3 million.


GENERAL CABLE: Amends Credit Agreement to Issue Additional Notes
----------------------------------------------------------------
General Cable Corporation and its subsidiary, General Cable
Industries Inc. entered on Sept. 21, 2007, into a Third Amendment
to its Second Amended and Restated Credit Agreement, dated as of
as of Nov. 23, 2005, to permit the issuance of an additional
$475,000,000 of convertible notes.

The credit agreement was entered among Industries, as borrower,
the company and the other guarantors, Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services Inc., as
administrative agent, collateral agent and joint lead arranger,
National City Business Credit Inc., as syndication agent, Bank of
America N.A., as documentation agent, UBS Securities LLC, as joint
lead arranger, and the lenders thereto.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/--   
develops, designs, manufactures, markets and distributes copper,
aluminum and fiber optic wire and cable products for the energy,
industrial, and communications markets.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on General Cable Corp.  The outlook is stable.


GENESIS CLO: Fitch Rates $40 Million Class E Notes at BB
--------------------------------------------------------
Fitch has assigned these ratings to Genesis CLO 2007-1, Ltd. and
Genesis CLO 2007-1 Corp.:

  -- $1,570,000,000 Class A Senior Secured Floating Rate Notes
     Due 2014 'AAA';

  -- $110,000,000 Class B Senior Secured Floating Rate Notes
     Due 2014 'AA';

  -- $70,000,000 Class C Senior Secured Deferrable Floating
     Rate Notes Due 2014 'A';

  -- $50,000,000 Class D Secured Deferrable Floating Rate Notes
     Due 2014 'BBB';

  -- $40,000,000 Class E Secured Deferrable Floating Rate Notes
     Due 2014 'BB'.


GENESIS CLO: S&P Rates $40 Million Class E Notes at BB
------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Genesis
CLO 2007-1 Ltd./Genesis CLO 2007-1 Corp.'s $1.8 billion floating-
rate notes.
     
The ratings reflect:

     -- The credit enhancement provided to each class of notes
        through the subordination of cash flows to the more
        junior classes and subordinated notes;

     -- The transaction's cash flow structure, which was
        subjected to various stresses requested by Standard &
        Poor's, including the assumption that assets without
        Standard & Poor's asset-specific recovery rates are
        assumed to have subordinate recovery rates;

     -- The investment managers' experience; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
                        Ratings Assigned
        Genesis CLO 2007-1 Ltd./Genesis CLO 2007-1 Corp.
   
      Class                    Rating            Amount
      -----                    ------            ------
       A                       AAA           $1,570,000,000
       B                       AA              $110,000,000
       C                       A                $70,000,000
       D                       BBB              $50,000,000
       E                       BB               $40,000,000
       Subordinated notes      NR              $160,000,000

                        NR — Not rated.


GERDAU AMERISTEEL: Acquires Construction Market-Enco Materials
--------------------------------------------------------------
Gerdau Ameristeel Corporation has acquired Enco Materials Inc.
Terms of the transaction were not disclosed.  

"We are very excited about the opportunities Enco brings to our
company," J. Neal McCullohs, vice president of commercial and
downstream operations, for Gerdau Ameristeel, stated.  "This
acquisition positions us in new markets, but more importantly, it
expands our product and service offerings to our current
customers."

                       About Enco Materials

Headquartered in Nashville, Tennessee, Enco Materials Inc. is a
commercial construction materials market, including fabricated
rebar, construction products, concrete forming and shoring
material, well as fabricated structural steel and architectural
products.   Enco has eight facilities with fabrication capacity of
approximately 50,000 tons and over 250 employees, located in
Arkansas, Tennessee, and Georgia.  The company was originally
founded in 1909.

                        About Gerdau Ameristeel

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59% $405
million senior unsecured regular bond.   The outlook for all
ratings is stable.


GREENBELT CT: Taps Paley Rothman as Bankruptcy Counsel
------------------------------------------------------
Greenbelt C.T. Imaging Center LLC asks the U.S. Bankruptcy Court
for the District of Maryland for permission to employ Paley,
Rothman, Goldstein, Rosenberg, Eig & Cooper, Chartered as its
bankruptcy counsel.

Paley Rothman will assist the Debtor in the performance of its
duties as a debtor-in-possession.  Specifically, Paley Rothman
will:

   a. provide legal advice to the Debtor regarding the powers and
      duties of a debtor-in-possession and the management of its
      property;

   b. represent the Debtor, as debtor-in-possession, at the
      meeting of creditors convened pursuant to section 341 of the
      Bankruptcy Code;

   c. defend the Debtor in proceedings instituted to reclaim
      property or to obtain relief from the automatic stay under
      section 362 of the Code;

   d. prepare any necessary applications, answers, orders, reports
      and other legal papers, and appear on the Debtor's behalf in
      proceedings instituted by or against the Debtor;

   e. assist the Debtor in the preparation of schedules,
      statements of financial affairs, and other documents which
      the Debtor may be required to file in this case;

   f. assist the Debtor with the preparation of a plan and
      disclosure statement;

   g. assist the Debtor with other legal matters including
      securities, corporate, real estate, tax, general
      litigation, and bankruptcy legal work; and

   h. perform other legal services for the Debtor which may be
      necessary herein, and to generally represent, advise, and
      assist the Debtor, as debtor-in-possession, in carrying out
      its duties under the Code.

The Debtor discloses that the firm's professionals bill between
$170 to $520 per hour.

The professionals who will render services for this engagement
will bill:

         Professional                     Hourly Rate
         ------------                     -----------
         Karen H. Moore, Esq.                $375
         Lisa A. Kershner, Esq.              $375
         Steven L. Goldberg                  $190

The Debtor further discloses that it has paid Paley Rothman a
$50,000 retainer, of which $25,000 was deposited in the firm's
escrow account.  The Debtor has agreed to provide Paley the
remaining balance of $25,000 in payments of $5,000 per month
beginning October 2007.

The Debtor assures the Court that Paley is well qualified to
represent it as a debtor-in-possession and the firm's employment
is in the best interest of the Debtor's estate.

The firm can be reached at:

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

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging (CAT or CT scans) and positron
emission tomography (PET scans).  The Debtor filed for chapter 11
protection on Sept. 16, 2007 (Bankr. D. MD Case No. 07-18958).  
When the Debtor filed for bankruptcy, it listed estimated assets
and debts between $1 million to $100 million.


GREENBELT CT: Wants Approval to Use GECC's Cash Collateral
----------------------------------------------------------
Greenbelt C.T. Imaging Center LLC asks the U.S. Bankruptcy Court
for the District of Maryland for permission to use lender's cash
collateral securing General Electric Capital Corporation.

Despite the Debtor's disputes over GECC's alleged security
interest in the Debtor's accounts receivable, the Debtors
recognize that the accounts receivable constitute cash collateral
as that term is defined in section 365(a) of the Bankruptcy Code.  
Hence, the Debtor seeks the Court's approval and with the consent
of GECC to use GECC's cash collateral.

                 Origin of GECC's Disputed Lien

The Debtor tells the Court that it initially operated two
facilities located in Greenbelt and Rockville, Maryland.  However,
the Debtor said it decided in late 2005 to increase its facilities
and began negotiations with GECC to purchase CT and PET imaging
equipment for anticipated new locations in Laurel, Bowie, Olney
and Gaithersburg, Maryland.

The Debtor said it has consistently refused to grant GECC a
security interest in the Debtor's accounts receivable since
financing documents for the Debtor's new facilities in Maryland
only grant GECC security interest in the Debtor's PET and CT
imaging equipment, including limited guarantees signed by Dr.
Rakesh C. Sahni, sole member and president of the Debtor.

However, at a meeting with GECC representatives on July 25, 2006,
Dr. Sahni unknowingly signed a document purporting to give GECC a
security interest in the Debtor's accounts receivable along with
the executive's signing of numerous Laurel and Bowie documents.

The Debtor relates that it was only in August 2007 that Dr. Sahni
knew of his mistake when his counsel received a default letter
from GECC's counsel.  The Debtor adds that it intends to file an
avoidance complaint against GECC's purported lien on the Debtor's
accounts receivable.

                     About General Electric

General Electric Capital Corporation provides financial services
for the purchase of medial equipment, such as CT and PET imaging
equipment manufactured by GE Healthcare, a division of GECC's
ultimate parent corporation, General Electric Company.

                       About Greenbelt CT

Greenbelt, Maryland-based Greenbelt C.T. Imaging Center LLC
provides medical laboratory and diagnostic services including
computer tomography imaging (CAT or CT scans) and positron
emission tomography (PET scans).  The Debtor filed for chapter 11
protection on Sept. 16, 2007 (Bankr. D. MD Case No. 07-18958).  
When the Debtor filed for bankruptcy, it listed estimated assets
and debts between $1 million to $100 million.


HARBORVIEW MORTGAGE: Fitch Rates $11.5MM Certificates 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).


HDP-GADDIS: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------
Debtor: HDP-Gaddis Road, LLC
        1800 Parkway Place, Suite 130
        Marietta, GA 30067

Bankruptcy Case No.: 07-76348

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: J. Carole Thompson Hord, Esq.
                  John A. Christy, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1100 Peachtree Street, Northeast, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: (404) 954-9858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Harvest Mortgage                            $546,333
1800 Parkway Place, Suite 130
Marietta, GA 30067

The Erosion Company, Inc.                     $9,607
3213 South Cherokee Lane, Building 1700
Woodstock, GA 30188

Superior Landscaping                          $8,130
3295 Spincaster Way
Loganville, GA 30052

Southern Hydro Vac, Inc.                      $1,650

Bray & Johnson                                $1,539

LAI Engineering                                 $867


INDYMAC BANCORP: Earns $44.6 Million in Quarter Ended June 30
-------------------------------------------------------------
IndyMac Bancorp Inc. reported net earnings of $44.6 million, or
$0.60 per share, for the second quarter of 2007, compared with net
earnings of $104.7 million, or $1.49 per share, in the second
quarter of 2006, representing a 57% decrease in net earnings and a
60% decrease in earnings per share.  The decline in profitability
is mainly attributable to higher credit costs and a lower MBR
margin.

Total SFR mortgage loan production grew 12% to $22.5 billion  
compared to $20.1 billion for the second quarter of 2006.  The
company sold $20.2 billion, or 90% of mortgage loans produced,
generating $101.0 million in gain on sale in the second quarter of
2007.  By comparison, the company sold $19.4 billion, or 97% of
mortgage loans produced, generating $201.7 million in gain on sale
during the same period last year.  Net revenues declined 21% to
$297.8 million from $377.1 million in the second quarter of 2006.

"Our 8.6% ROE was below our 10% forecast from last quarter because
we had included in that forecast a gain from the sale/leaseback of
a commercial property that we owned, which houses one of our
mortgage loan centers," stated Michael Perry, chairman and chief
executive officer.  "That sale has now closed, resulting in a
$60 million pre-tax gain, $24 million of which will be recorded in
the third quarter of 2007 with the remainder deferred and
amortized over the life of the 10-year lease.  Had this gain been
booked in the second quarter, ROE would have been 11% for the
quarter."

"While our ROE for the quarter is below our historical
performance, it must be considered solid given current conditions
in the mortgage and housing markets.  Once again, the balance
provided by our hybrid thrift/mortgage banking business model
protected us in this environment.  Our mortgage production
business, while down slightly from last quarter, had earnings of
$38 million and a solid 21% ROE, despite a high level of credit
costs, which had been anticipated.  Mortgage loan servicing posted
another strong quarter, earning $32 million, representing a 28%  
increase over last quarter, and a 37% ROE.  Combining our
production and servicing businesses, mortgage banking earned
$59 million, flat to last quarter, and a 22% ROE.  "Performing
poorly for the quarter was our thrift segment.  The increase in
NPAs in our loan portfolios resulted in increased loan loss
provisions, and we took credit valuation adjustments in our non-
investment grade and residual securities portfolios to reflect
expected increases in credit losses.  Nonetheless, given the solid
performance of our consumer and builder construction businesses,
the thrift segment earned $15 million, representing a 7% ROE.

"During these challenging times, safety and soundness is of
paramount importance.  The issuance of $500 million in perpetual
preferred stock by Indymac Bank during the quarter increased the
bank's Tier 1 core capital by 23% to $2.5 billion.  As a result,
our Tier 1, "core" capital ratio now stands at 8.10% and our total
risk-based capital ratio is at 12.09%.  These capital ratios are
62% and 21% above the regulatory capital levels required to be
considered a 'well-capitalized' thrift, respectively."

At June 30, 2007, the company's consolidated balance sheet showed
$31.66 billion in total assets, $29.12 billion in total
liabilities, $491.0 million in perpetual preferred stock in
subsidiary, and $2.05 billion in total shareholders' 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?2408

                        Future Outlook

"We anticipate that the second half of 2007 and 2008 will continue
to be challenging for the mortgage and housing markets and for
Indymac," stated Mr. Perry.  "We expect competitive pricing
pressures on our MBR margins to continue.  In addition, we expect
that the current, temporary volatility and reduced liquidity in
the secondary markets will adversely impact secondary market
execution, putting further pressure on MBR margins, although we
expect this negative impact to abate once the secondary market
stabilizes.  While our recent guideline tightening has improved
the quality of our loan production, additional deterioration in
the housing market could further increase our credit costs.

"Notwithstanding the current tough market conditions, we are
confident we will be able to navigate through the industry storms
and expect to remain solidly profitable during this cyclical
downturn in our business.  We are also optimistic about the long-
term profit and growth prospects for both the mortgage industry
and Indymac and are confident that our hybrid thrift/mortgage
banking business model and related strategies, and our execution
relative to our competitors, will position us favorably when the
markets do recover."

                      About IndyMac Bancorp

Headquartered in Pasadena, Calif., IndyMac Bancorp Inc. (NYSE:
IMB) -- http://www.indymacbank.com/-- is the holding company for  
IndyMac Bank F.S.B., the 7th largest savings and loan and the 2nd
largest independent mortgage lender in the United States.   
IndyMac Bank, operating as a hybrid thrift/mortgage banker,
provides financing for the acquisition, development, and
improvement of single-family homes.  IndyMac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.

                          *     *     *

As reported in the Troubled Company Reported on Sept. 21, 2007,
Moody's Investors Service downgraded IndyMac Bancorp Inc.'s issuer
rating to Ba1 from Baa3 and its thrift subsidiary, IndyMac Bank
F.S.B.'s bank financial strength rating to D+ from C- and long
term deposit rating to Baa3 from Baa2.  The thrift's short-term
deposit rating was downgraded from P-2 to P-3.


INNOVATIVE COMM: Court Converts Prosser's Ch. 11 Case to Ch. 7
--------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved, Oct. 3, 2007, an order
converting Jeffrey Prosser's personal bankruptcy case from Chapter
11 reorganization to Chapter 7 liquidation.  The court has
appointed an interim trustee to assemble and liquidate Mr.
Prosser's assets to satisfy creditors, including Rural Telephone
Finance Cooperative, which is a managed affiliate of National
Rural Utilities Cooperative Finance Corporation.

"We feel like the final roadblocks in the loan recovery process
are being removed," CFC and RTFC CFO Steven Lilly said.  "We are
pleased with the court's rulings and hope to continue making
progress in resolving this difficult situation."

Innovative Communication Corporation and its parent companies,
Innovative Communication Corporation LLC and Emerging
Communications Inc.,  have been engaged in protracted bankruptcy
proceedings with National Rural Utilities Cooperative Finance
Corporation and its affiliate Rural Telephone Finance Cooperative,
which as of May 31, 2007, had $493 million in credit extended to
ICC and an unsatisfied court judgment in excess of $524 million
against ICC.  All loans have been on non-accrual status since
Feb. 1, 2005.  ICC has not made debt service payments to RTFC
since June 2005.  RTFC is the primary secured lender to ICC.

The Court also cited the failure of ICC to honor pension
contribution obligations resulting in government liens on the
subsidiaries' property.  RTFC also holds an unsatisfied court
judgment of $100 million against Jeffery Prosser, who has been in
control of ICC.

Rural Telephone Finance Cooperative is a not-for-profit finance
cooperative that serves the financial needs of the rural
telecommunications industry.  RTFC has approximately $2 billion in
credit outstanding to its rural telecommunications members and
their affiliates and is a managed affiliate of CFC.  Both CFC and
RTFC are headquartered in Herndon, Virginia.

Based in Christiansted, St. Croix, U.S. Virgin Islands, Innovative
Communication Corporation is telecommunications and media company
with extensive holdings throughout the Caribbean basin.  The
company's operations are in Belize, British Virgin Islands,
Guadeloupe, Martinique, Saint-Martin, Sint Maarten, U.S. Virgin
Islands and France and include local, long distance and cellular
telephone companies, Internet access providers, cable television
companies, business systems, and The Virgin Islands Daily News, a
Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition againsts Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed $18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser, filed
voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos. 06-30007
through 06-30009).  Pursuant to Rule 1003-1 of the Local
Bankruptcy Rules of the District Court of the Virgin Islands,
Bankruptcy Division, Mr. Prosser, and Bobby Lubana, were
designated as the individuals who are the principal operating
officers of the alleged debtor.  On Dec. 14, 2006, the Delaware
Bankruptcy Court entered an order transferring the venue of the
involuntary bankruptcy cases transferring to the U.S. District
Court for the District of the Virgin Islands, Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed total
aggregate claims of $56,341,843.  Matthew J. Duensing, Esq., and
Richard H. Dollison, Esq., at Stryker, Duensing, Casner &
Dollison, and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher
& Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter 11
trustee, is represented by Andrew Kamensky, Esq., Hunton &
Williams.


INTERLINK GLOBAL: Dohan and Company Raises Going Concern Doubt
--------------------------------------------------------------
Dohan and Company, CPAs, raised substantial doubt about Interlink
Global Corporation'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 reported that the
company has used, rather than provided, cash from operating
activities, has a working capital deficiency, and incurred a loss
for the year ended 2006.  

The company posted a $4,653,995 net loss on $5,888,845 of revenues
for the year ended Dec. 31, 2006, as compared with a $1,617,836
net loss on $13,388,489 of net sales in the prior year.  

At Dec. 31, 2006, the company's balance sheet showed $8,289,317 in
total assets and $8,135,068 in total liabilities, resulting a
$168,258 stockholders' equity.  

At Dec. 31, 2006, the company's balance sheet showed $1,313,413
in total current assets and $3,936,745 in total current
liabilities, resulting a $2,623,332 working capital deficit.

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

                      About Interlink Global  

Interlink Global Corp. (PINK: ILKG) -- http://www.interlink-
global.com/ -- provides telecommunication services and Internet
access around the world.  It also hosts VoIP (Voice over Internet
Protocol) telephony services and Internet connectivity in North
America, Central America, and South America, as well as the
Caribbean, the European Union and Asia.  The company has plans to
expand into the Middle East, Eastern Europe, and the Western
Pacific.


INTERSTATE BAKERIES: Says Further Plan Filing Extensions Unlikely
-----------------------------------------------------------------
Interstate Bakeries Corporation said in a regulatory filing
with the Securities and Exchange Commission that it may seek
additional extension of the exclusive periods within which to file
and solicit acceptances of a plan of reorganization.

IBC, however, noted that the U.S. Bankruptcy Court for the Western
District of Missouri in Kansas City has indicated it is unlikely
that the exclusivity periods will be extended past November 8,
2007.

On October 3, 2007, the Court granted IBC a 30-day extension of
the exclusivity periods.  IBC originally sought an extension to
January 2008.

The Court will convene a hearing to consider further extension of
the exclusivity period on November 7, 2007.

IBC said it is embarking on the process of formulating a rational
strategy for maximizing value of its bankruptcy estates.  IBC
admitted it continues to face substantial uncertainty with respect
to the outcome of its efforts to maximize estate value, and there
can be no assurance as to whether the company will be able to
successfully implement any strategy.

IBC is considering, among others, a sale of the company or its
assets, in whole or in part.

IBC said it may need further exclusivity extension as part of the
process of formulating a rational strategy.

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: To Close Souther California Shops
------------------------------------------------------
Interstate Bakeries Corporation won Court approval to exit the
bread market in Southern California by October 20, 2007.

Judge Venters rejected objections by the International Brotherhood
of Teamsters on the planned closure.

Jim Hoffa, general president of the International Brotherhood of
Teamsters, vowed the entire union will support Teamster bakery
workers affected by IBC's decision.

Teamster representatives appeared before U.S. Bankruptcy Court for
the Western District of Missouri in Kansas City on October 3 to
oppose IBC's plan to shutter bakery operations in Southern
California.  The Teamsters pointed out that IBC's Southern
California operations represent about 10% of bread revenues and
1,300 workers.

"The odds may be in favor of the mismanagement at Interstate now,
but that tide can change in the next few weeks," said Mr. Hoffa in
a news statement.  "Not only are the 10,000 Interstate Teamster
workers a force to be reckoned with, but add to that our national
membership of more than 1.4 million, and we have a wall of
support."

"We disagree with the court's decision and we vow to keep fighting
for economic justice for our members at Interstate," said Richard
Volpe, Director of the Teamsters Bakery Conference. "Our bread
plants in Southern California were viewed by Interstate as just
another casualty.  We were never consulted about the closing of
those plants.

The Court also granted IBC a 30-day extension of the exclusive
periods in which to file a plan of reorganization.  IBC wanted an
extension to January 2008.

"The company now has a firm timeline to come up with a plan," Mr.
Volpe said.  "Its games of excluding viable investors that are
willing to work with the unionized workforce will quickly come to
an end. We stand willing to bargain with those that have a long-
term view and value the hard work of the 10,000 Teamsters and
thousands of union-represented employees at Interstate. We were
prepared to introduce such an investor, Yucaipa Companies, but the
judge gave the company a 30-day reprieve."

The Teamsters said the union and Yucaipa have a long history of
working together and are confident that they can work together to
preserve jobs at Interstate while also maximizing value for all
stakeholders.

"We will continue to explore options that are in the best, long-
term interest of the company and protects our members' job
security," Mr. Volpe said.

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 November 8, 2007.


INTERSTATE BAKERIES: Aug. 25 Stockholders' Deficit is $339 Mil.
---------------------------------------------------------------
Interstate Bakeries Corp. filed its Quarterly Report on Form 10-Q
with the U.S. Securities and Exchange Commission, reporting
unaudited financial results for its first fiscal quarter ended
Aug. 25, 2007.

At Aug. 25, 2007, the company's balance sheet showed total assets
of $1.0 billion and total liabilities of $1.3 billion, resulting
in a $339.6 million stockholders' deficit.

IBC reported a net loss of $16.0 million for the quarter, compared
with a net loss of $26.3 million during the same quarter a year
ago.

IBC also reported net revenues of $689.8 million for the 12 weeks
ended Aug. 25, 2007, up from $684.2 million during the same period
in the previous year.

IBC incurred an operating loss of $0.3 million for the quarter,
compared with an operating loss of $7.8 million in the same period
a year ago.  The company noted that operating results in the first
quarter of the current fiscal year included a non-cash asset
impairment charge of $10.2 million associated with its decision to
close bread operations in the Southern California market.

"Our improvement in results during our first quarter reflect both
tactical operating changes underway that are designed to improve
IBC's efficiency and profitability, and the continuing hard work
of 25,000 dedicated employees," CEO Craig Jung said.

"Our results are on-track and encouraging," Mr. Jung added.  "At
the same time, we recognize we have a long way to go in building
operating capability and lowering our cost structure to ensure the
company's long-term survival and success.  Critical to that
success is a mutually acceptable agreement with the International
Brotherhood of Teamsters that will enable IBC to secure rational
financing and fund our business plan.  We remain open to
constructive discussions with the Teamsters."

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.


INVERNESS MEDICAL: Waiting Period for HemoSense Merger Expires
--------------------------------------------------------------
Inverness Medical Innovations Inc. and HemoSense Corporation
disclosed that the waiting period required under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976 with respect to
Inverness' proposed acquisition of HemoSense has expired.

"We are delighted to be able to move forward expeditiously with
closing this deal pending approval by HemoSense's shareholders,"
Ron Zwanziger, CEO and president of Inverness, said.  "HemoSense
is a particularly good fit with Biosite, Cholestech and QAS, which
we have recently acquired.  As health care moves closer to
personal responsibility, Inverness is and will remain at the
forefront with the materials and methods that allow individuals
to take better control of their health."
    
"We are excited about the prospect of combining our capabilities
with Inverness' demonstrated commitment to the field of
cardiology, and we expect to make a significant impact together,"
Jim Merselis, CEO of HemoSense stated.

Inverness expects opportunities to develop between HemoSense and
its existing point of care organization well as with those of
other acquired companies.

The transaction is structured as an all stock deal.  Each holder
of a share of HemoSense common stock will receive 0.274192 shares
of Inverness common stock in the transaction.

                     About HemoSense Inc.

Headquartered in San Jose, California, HemoSense Inc. --
http://www.hemosense.com/-- is a point-of-care diagnostic   
healthcare company that initially has developed, manufactures and
commercializes easy-to-use, handheld blood coagulation systems for
monitoring patients taking warfarin.  The HemoSense INRatio(R)
system, used by healthcare professionals and patients themselves,
consists of a small monitor and disposable test strips.  It
provides accurate and convenient measurement of blood clotting
time, or PT/INR values.  Routine measurements of PT/INR are
necessary for the safe and effective management of the patient's
warfarin dosing.  INRatio is sold in the United States and
internationally.  HemoSense(R) and INRatio(R) are registered
trademarks of HemoSense, Inc.

                     About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's placed Inverness Medical's subordinated debt rating at
'Caa1'; the company's long term corporate family and probability
of default ratings at 'B2' in June 2007, which still hold to date.  
The outlook is stable.


JII REAL: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JII Real Estate, Inc.
        7156 West 127th Street
        Suite 314
        Palos Heights, IL 60463

Bankruptcy Case No.: 07-17910

Chapter 11 Petition Date: October 1, 2007

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsels: Mark L. Radtke, Esq.
                   Richard M. Fogel, Esq.
                   Shaw Gussis Fishman Glantz,
                   Wolfson & Towbin, LLC
                   321 North Clark Street, Suite 800
                   Chicago, IL 60610
                   Tel: (312) 276-1325
                   Fax: (312) 275-0566

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hephaestus Holdings Inc.         Inter-company       $2,600,000
Attention: Michael Kesslar       obligation
328 West 40th Place
Chicago, Illinois 60609

Richard J. Mason, Trustee        Alleged               Unknown
McGuire Woods                    fraudulent
77 West Wacker Drive,            transfers
Suite 4100
Chicago, Illinois 60601


JO-ANN STORES: S&P Affirms 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services revised its ratings outlook on
Jo-Ann Stores Inc. to positive from stable.  At the same time, S&P
affirmed the ratings, including the 'B-' corporate credit rating,
on the company.
     
The change in outlook reflects Hudson, Ohio-based Jo-Ann's
improved operating performance and debt reduction, resulting
primarily from the new management team's increased focus on
merchandising and inventory management.
      
"We would raise the rating if better operating trends continue and
cause credit metrics to improve," said Standard & Poor's credit
analyst Charles Pinson-Rose.


JORDAN ASSOCIATES: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jordan Associates LLC
        3104 West Addison Drive
        Alpharetta, GA 30022

Bankruptcy Case No.: 07-76296

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Richard E. Thomasson, Esq.
                  Thomasson Law Firm, LLC
                  P.O. Box 190277
                  Atlanta, GA 31119
                  Tel: (404) 816-1700
                  Fax: (404) 442-5641

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Flov Helmer                                 $600,000
5301 Fairfield North
Atlanta, GA 30356

Commerce Science Corporation                $250,000
3400 Peachtree Road, Suite 630
Atlanta, GA 30328

Edwards Appraisal Services                    $4,500
P.O. Box 498
Gainesville, GA 30503

Ellard Homeowners Association                 $3,500

Turf Masters                                    $500

Dynamic Absorbents, Inc.                        $400

Concourse Athletic Club                         $350

Pells Plumbing                                  $300

Canongate Club                                  $150


JP MORGAN: S&P Junks Rating on Class P Certificates
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class N and P commercial mortgage pass-through certificates from
J.P. Morgan Chase Commercial Mortgage Securities Corp.'s series
2004-PNC 1.  At the same time, S&P affirmed its ratings on 17
classes from this series.
     
The downgrades of the certificates reflect credit deterioration in
the pool; 17.8% of the collateral pool appears on the servicer's
watchlist, including four of the top 10 loan exposures.  In
addition, there are two specially serviced assets, including the
eighth-largest loan exposure.
     
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 100 loans with an aggregate trust balance of $1.061
billion, compared with 100 loans totaling $1.097 billion at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 97% of the nondefeased loans.  
Ninety-five percent of the servicer-provided information was full-
year 2006 data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.84x, up
from 1.69x at issuance.  The only delinquent loan in the pool is
90-plus-days delinquent and is one of two loans with the special
servicer, Midland Loan Services Inc.  To date, the trust has not
experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $459.3 million (43%) and a weighted average
DSC of 1.98x, up slightly from 1.96x at issuance.  Despite the
current DSC, five of the top 10 loan exposures have had declines
of at least 18% in reported net cash flow from their level at
issuance, and four of the loan exposures are discussed in detail
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
exposures.  One property was characterized as "excellent," while
the remaining collateral was characterized as "good."
     
Credit characteristics for the Centro Retail Portfolio I loan are
consistent with those of an investment-grade obligation. Details
of the loan are:

     -- The largest exposure in the pool, the Centro Retail
        Portfolio I, has a balance of $135.5 million (13%).  
        The loan is secured by fee interests in eight retail
        properties in California totaling 1.7 million sq. ft.
        of space.  For the year ended June 30, 2007, DSC was
        2.73x, and occupancy was 97%.  Standard & Poor's
        adjusted NCF for this loan is comparable to its level
        at issuance.
     
The 538 Broadhollow Road loan is the largest loan with the special
servicer, with an unpaid principal balance of $25.2 million.  The
loan is secured by a 182,322-sq.-ft. office property in Melville,
New York, and was transferred to Midland in August 2007 after its
largest tenant the loan's guarantor, American Home Mortgage
Holdings Inc., filed for bankruptcy.  American Home Mortgage has
continued to keep the loan current, and the lease has not been
rejected.  Midland has engaged legal counsel to monitor the
situation.
     
The Foxfire West Apartments loan is a 132-unit multifamily
property in Evansville, Indiana, with an unpaid principal balance
of $3.7 million and additional advances, including interest
thereon, totaling $0.2 million.  The loan was transferred to the
special servicer in October 2006 due to imminent default.  The
property reported a DSC of 0.43x as of year-end 2006, and the loan
is currently in the process of being assumed.
     
Midland reported a watchlist of nine loans, including four of the
top 10 exposures ($189.1 million, 18%).  Details of the loans are:

     -- The 901 E Street loan is the second-largest loan in the
        pool and the largest loan on the watchlist.  The loan
        has an outstanding balance of $63.5 million (6%) and is
        secured by a 257,547-sq.-ft. office property in
        Washington, D.C.  The loan appears on the watchlist
        because the property reported a DSC of 1.03x as of
        year-end 2006.  The largest remaining tenant (55% net
        rentable area) is dark and will vacate the property in
        January 2008.

     -- The El Cerrito Plaza loan is the fourth-largest loan in
        the pool and has an outstanding balance of
        $41.6 million (4%).  The loan is secured by a 256,032-
        sq.-ft. retail property in El Cerrito, California.  The
        loan appears on the watchlist because the former
        largest tenant (13% of NRA) declared bankruptcy
        and terminated its lease in November 2006.  The
        property is 86% occupied and reported a DSC of 2.86x as
        of year-end 2006.

     -- The Billerica – Wilmington Portfolio loan is the sixth-
        largest loan in the pool and has an outstanding balance
        of $33.1 million (3%).  The loan is secured by five
        office/industrial properties totaling 525,340 sq. ft.
        in Massachusetts and New Hampshire.  The loan appears
        on the watchlist because the property reported a DSC of
        1.05x as of year-end 2006.

     -- The Belvidere Industrial Portfolio is the ninth-largest
        loan in the pool and has an outstanding balance of
        $22 million (2%).  The loan is secured by five
        industrial properties totaling 652,800 sq. ft. in
        Belvidere, Illinois.  The loan appears on the watchlist
        because the property reported a DSC of 1.05x as
        of year-end 2006.
     
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 lowered and
affirmed ratings.
       

                       Ratings Lowered
     
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                      series 2004-PNC 1

                   Rating
                   ------
          Class      To        From  Credit enhancement
          -----      --        ----   ----------------
          N          B-        B           1.68%
          P          CCC+      B-          1.42%

                       Ratings Affirmed
     
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial mortgage pass-through certificates
                       series 2004-PNC 1
   
               Class    Rating   Credit enhancement
               -----    ------    ----------------
               A-1      AAA            15.00%
               A-1A     AAA            15.00%
               A-2      AAA            15.00%
               A-3      AAA            15.00%
               A-4      AAA            15.00%
               B        AA             12.29%
               C        AA-            10.99%
               D        A               9.31%
               E        A-              8.28%
               F        BBB+            6.73%
               G        BBB             5.69%
               H        BBB-            3.75%
               J        BB+             3.49%
               K        BB              2.85%
               L        BB-             2.46%
               M        B+              1.94%
               X        AAA              N/A

                     N/A — Not applicable.


KARA HOMES: Judge Kaplan Confirms Amended Chapter 11 Plan
---------------------------------------------------------
The Honorable Michael B. Kaplan of the United States Bankruptcy
Court for the District of New Jersey confirmed Kara Homes Inc. and
its debtor-affiliates' Amended Chapter 11 Plan of Reorganization.

On July 5, 2007, the Debtors filed with the Court an Amended Plan
which provided that Holders of Municipal Tax and Municipal Utility
Authorities Claims will be paid in full.  Upon full payment of
these claims, any lien securing the claim will be cancelled.

Holder of Senior Secured Mortgage Claims against Kara Homes Inc.,
Bergen Mills Estates, LLC, and Horizons at Woods Landing, LLC.,
termed as the Operating Debtors, will either:

  i. receive title to and surrender of their collateral in
     exchange for release of any lien, security interest, or
     other encumbrance securing repayment of any and all claim
     held by the holders against the Operating Debtors; or

ii. be paid by the applicable Operating Debtor under the terms
     of the applicable agreement under which the claim arose,
     provided that the applicable Operating Debtor will cure
     any arrearages under the agreement.

At the option of Galloway Woods, LLC, Hartley Estates by Kara,
LLC, Horizons at Birch Hill, LLC, and Horizons at Shrewsbury
Commons, LLC, the Liquidating Debtors, Holders of Senior Secured
Mortgage will either:

  i. receive the collateral of the their claims; or

ii. schedule a sale pursuant to Section 363 of the Bankruptcy
     Code.

Any and all of the applicable liens in favor of the Holders
of Secured Claim, if any, against any of the Operating and
Liquidating Debtors will attach to, and be satisfied from, the
value realized from its collateral in the order of their priority.
In the event that the value realized from a secured creditor's
collateral is less than the amount of its allowed Secured Claim,
the holder will have a deficiency claim.

General Unsecured Claims against the Operating and Liquidating
Debtors will receive a pro rata share of:

  i. cash payment; and

ii. proceeds, if any, of any causes of action commenced by
     the litigation trust.

Under the Plan, each holder of Equity Interest against the
Operating and Liquidating Debtors will be expunged, extinguished
and all outstanding stock and membership interest will be
cancelled.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.   
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official
Committee of Unsecured Creditors.  Traxi LLC serves as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.


KNOLL INC: Completes $67 Million Edelman Purchase
-------------------------------------------------
Knoll Inc. has completed the purchase of Teddy and Arthur Edelman
Limited for approximately $67 million in cash, plus the
assumption of debt not to exceed $3.7 million and certain
contingent payouts based on the future success of the business.

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Knoll Inc.'s subsidiary entered an asset purchase agreement
pursuant to which it will acquire Teddy and Arthur Edelman
Limited.
     
"The strategic acquisition of Edelman is consistent with our
strategy of building sales in our high design, high margin
specialty businesses, which appeal to both business
buyers and consumers worldwide," Andrew B. Cogan, Knoll CEO,
reiterated.  "Edelman's reputation in the design community for
unique leathers and its showroom network well as its storied
history is highly complementary in terms of culture, customers,
markets and products."
    
Edelman Leather will operate as an independent company and will
maintain its own headquarters and distribution center in New
Milford, Connecticut.  John Edelman will serve as president of
Edelman Leather; John McPhee will continue in his role as Edelman
Leather's chief operating officer.  The business will operate
under the name Edelman Leather LLC.
    
           About Teddy and Arthur Edelman Limited

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

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

                          *     *     *

As reported in the Troubled Company Reporter on July 27, 2007,
Moody's Investors Service affirmed the company's Ba3 corporate
family rating.


KKR PACIFIC: Fitch Assigns Liquidity Notes' Rating at 'D'
---------------------------------------------------------
Fitch Ratings has downgraded the short-term rating of the secured
liquidity notes issued by KKR Pacific Funding Trust to 'D'.  The
downgrade reflects KKR Pacific's nonpayment of the SLNs in
accordance with the original terms of the SLNs.

Beginning Aug. 20, 2007, parties to the program executed a series
of standstill agreements.  

The standstill agreements waived the overcollateralization test,
suspended the requirement for collateral liquidation, pushed back
the expected maturity dates and the final maturity dates on all
SLNs, and waived the obligations of KKR Financial and the
affiliated depositor corporation under the repurchase agreements.  
Fitch views the existing standstill agreements and the proposed
restructuring of the existing SLNs as a distressed debt exchange
under its criteria.  The rating withdrawal reflects the effective
replacement of the existing notes with amended notes with
differing terms.

On Aug. 15, 2007 Fitch downgraded the SLN short-term ratings of
KKR Pacific to 'B' from 'F1+' and placed the ratings on Rating
Watch Evolving.  On Aug. 27, 2007, Fitch revised the Rating Watch
to Negative.

Oct. 2, 2007 would have been the date the first SLN reached its
final maturity date based on its original terms.  The 'D' rating
reflects the nonpayment of the SLNs based on the original terms.  
KKR has indicated that a program default, as defined in the
documents, has been avoided through the standstill agreements and
the potential restructuring.  However, under its criteria, Fitch
views the standstill and potential restructuring as a distressed
debt exchange.  Fitch's short-term ratings reflect the likelihood
of full and timely repayment of an obligation in accordance with
the original terms and does not incorporate the level of recovery
prospects.

KKR Pacific is a special purpose, bankruptcy-remote Delaware
limited liability company established to issue SLNs and use the
proceeds to enter into repurchase agreements with KKR Financial
Corporation or the affiliated depositor corporation.  The
repurchase agreements are collateralized by 'AAA' rated
residential mortgage-backed securities.  As of Oct. 1, 2007, KKR
Pacific had approximately $2.557 billion of outstanding principal
balance of SLNs.  The asset balance reported was approximately
$2.583 billion.


LB-UBS COMMERCIAL: Credit Enhancement Cues S&P to Hold Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 18
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2004-C4.
     
The 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 95 loans with an aggregate trust balance of $1.36
billion, down slightly from 97 loans with a $1.41 billion balance
at issuance.  Excluding the defeased loans ($199.6 million, 15%),
the master servicer, Wachovia Bank N.A. (Wachovia), reported year-
end 2006 financial information for 97% of the pool.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.94x, down slightly from 1.97x at issuance.  
All of the loans in the pool are current.  There is one loan with
the special servicer, LNR Partners Inc., which is discussed below.  
To date, the trust has experienced two losses totaling $732,180.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $765.6 million (56%) and a weighted average
DSC of 2.19x, up from 2.04x at issuance.  The 10th-largest loan is
on the watchlist and is discussed below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One of the
properties was characterized as "excellent," while the remaining
collateral was characterized as "good."
     
Credit characteristics for four of the top 10 loans continue to be
consistent with those of investment-grade obligations.

Details are:

     -- Westfield Shoppingtown-Garden State Plaza, the largest
        loan in the pool, is secured by 1.5 million sq. ft. of
        a 2 million-sq.-ft. super-regional mall in Paramus,
        New Jersey.  The loan is a $520 million interest-only
        A note that is split into four pari passu pieces, two
        of which (totaling $260 million, 19%) are included in
        the trust.  The mall's performance has been stable
        since issuance.  Standard & Poor's adjusted net cash
        flow is comparable to its level at issuance.  Reported
        occupancy was 99% and DSC was 2.62x as of year-end
        2006, compared with 98% occupancy and a DSC of 2.36x at
        issuance.

     -- The second-largest loan in the pool, Two Penn Plaza,
        has a trust balance of $119.1 million (9%) and a whole-
        loan balance of $293.2 million.  The whole loan
        consists of one A note that was split in two pari passu
        pieces, one of which is included in the trust, and one
        B note, for a total of $55 million that is held outside
        of the trust.  The loan is secured by a 1.5 million-
        sq.-ft. 31-story office building in midtown Manhattan.  
        As of year-end 2006, occupancy was 98% and DSC was
        1.90x.  Standard & Poor's adjusted NCF is similar to
        its level at issuance.

     -- Town East Mall is the third-largest loan in the pool,
        with a trust and whole-loan balance of $109.2 million.  
        The loan is secured by 415,755 sq. ft. of a 1.3
        million-sq.-ft. regional mall in Mesquite, Texas,
        approximately 12 miles east of Dallas.  The property
        was constructed in 1971 and most recently renovated in
        2004.  Year-end 2006 occupancy and DSC were 85% and
        2.50x, respectively.  Standard & Poor's adjusted NCF is
        7% higher than its level at issuance.

     -- The sixth-largest loan, The Ritz-Carlton Chicago (a
        Four Seasons Hotel), has a trust and whole-loan balance
        of $40.8 million.  The loan is secured by a 435-room,
        full-service luxury hotel in the "Gold
        Coast/Magnificent Mile" section of the North Michigan
        Avenue submarket of Chicago's central business
        district.  Occupancy and DSC as of year-end 2006 were
        72% and 2.11x, respectively.  Standard & Poor's
        adjusted NCF was similar to its level at issuance.
     
Wachovia reported a watchlist of 18 loans with an aggregate
outstanding balance of $132.5 million (10%).  Rivercrest Village
is the largest loan on the watchlist and the 10th-largest loan in
the pool, with a principal balance of
$22 million (2%).  The loan is on the watchlist due to a low DSC.  
Occupancy and DSC as of year-end 2006 were 88% and 0.90x,
respectively.
     
There is only one loan with the special servicer.  Harvey's
Racquet Club Apartments ($6.6 million, 0.50%) is secured by a 352-
unit multifamily property in Dallas, Texas.  The loan was
transferred to the special servicer in April 2007 due to imminent
default as a result of a fire at the property in March
2007, which destroyed approximately 150 units.  The property was
57% occupied as of June 30, 2007.  Insurance proceeds totaling
$3.2 million are held with the master servicer, and the loan
remains current.  The borrower is negotiating
a payoff.  
     
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 Affirmed
     
            LB-UBS Commercial Mortgage Trust 2004-C4
         Commercial mortgage pass-through certificates
                         series 2004-C4

          Class     Rating           Credit enhancement
          -----     ------            ----------------
          A-1       AAA                    13.07%
          A-2       AAA                    13.07%
          A-3       AAA                    13.07%
          A-4       AAA                    13.07%
          A-1b      AAA                    13.07%
          B         AA+                    12.03%
          C         AA                     10.86%
          D         AA-                     9.95%
          E         A+                      8.52%
          F         A                       7.61%
          G         A-                      5.66%
          H         BBB+                    4.75%
          J         BBB                     3.58%
          K         BBB-                    2.41%
          L         BB+                     2.15%
          M         BB                      1.89%
          N         BB-                     1.63%
          X         AAA                       --


LENNOX INT'L: Moody's Lifts Corporate Family Rating to Ba1
----------------------------------------------------------
Moody's Investors Service upgraded Lennox International Inc.'s
corporate family rating to Ba1 from Ba2 and upgraded the company's
various shelf securities to (P)Ba2 from (P)B1.  

The ratings action is based on an improved understanding of the
company's acquisition strategy, share buyback strategy, and the
impact on the company from the weakness in the residential
construction market.  Furthermore, the ratings benefit from the
company's ability to counter sales pressures in the residential
market through other business segments and through cost cutting
initiatives.  The upgrade reflects the company's low leverage and
high cash flow generation relative to debt levels.  The ratings
outlook was changed to stable from positive.

The Ba1 corporate family rating takes into consideration the
company's low leverage and healthy cash flow generation and the
expectation that post the company's share buyback program, these
metrics will remain within the Ba1 ratings category.  For the
trailing twelve month period ended June 30, 2007, Lennox's
adjusted debt to EBITDA and adjusted cash flow from operations to
debt were 1.8 times and 48%, respectively.  The company also had
$120 million of cash on the balance sheet on June 30, 2007.

Lennox's revenue generating ability is highly affected by the
renovation and new construction markets as the company derives
bout 65% and 35% of revenues from those markets, respectively. For
the second quarter of 2007, the NAHB residential remodeling market
index declined to 44.8 from 46.1 on a quarter over quarter basis.  
Hence, even though the replacement market is outperforming the new
residential construction market, it is clearly under pressure.  
Moody's currently expects the company's cost rationalization
efforts along with customer and geographic diversity to help
offset some of the weakness in the residential market.

These ratings were upgraded:

   -- Corporate family rating upgraded to Ba1 from Ba2;

   -- $250 million universal shelf (various securities),
      upgraded to (P)Ba2 (LGD6-97%) from (P)B1 (LGD6-97%).

Lennox's ratings and/or outlook could improve if there is
sustainable expansion in operating margins, EBITDA generation and
if the company continues to manage its balance conservatively.  
The ratings and/or outlook could be pressured by substantial debt
financed acquisitions and/or decline in cash flow generation.  
Additionally, were unadjusted Debt to EBITDA to increase to over
2.5 times, on a projected basis, significant ratings pressure
would exist.

Headquartered in Richardson, Texas, Lennox International Inc. is a
leading global provider of climate control solutions.  Revenues
for the trailing twelve months ended June 30, 2007 were about
$3.7 billion.


LEVEL 3: Submits Proposal to Resolve Pending FCC Proceeding
-----------------------------------------------------------
Level 3 Communications, Inc. filed a proposal with the Federal
Communications Commission suggesting a possible resolution to the
special access regulation proceeding currently pending before the
FCC.

Level 3's proposed solution would enable the FCC to undertake a
comprehensive review of the competitive marketplace and establish
new rules to address concerns over current special access
services.  Special access services are communications circuits
offered by incumbent carriers like AT&T, Verizon and Qwest.  
Business customers and competitive carriers frequently buy these
services to enable voice, data and video communications between
customer locations.  Even competitive carriers with their own
extensive networks frequently purchase special access services to
allow them to deliver services to buildings not reached by their
networks.  As a result, incumbent carriers can dramatically
influence the extent of competition within their regions by making
it more difficult or expensive to purchase special access
services.

Carriers and businesses spend an estimated $16 billion annually on
special access services, the vast majority of which is paid to
large incumbent carriers.  In most instances, special access
purchasers do not have a competitive choice for such services,
and must purchase from the incumbent carrier because that carrier
owns the only facilities serving the customer location.  Due to
this effective monopoly, Congress and the FCC have regulated
prices, terms and conditions for special access services since the
passage of the 1996 Telecom Act.

The FCC is currently considering revising those regulations, and
both buyers and sellers of special access services have a large
stake in the proceeding.  Level 3's proposal for resolving the
issue proposes a two-step "investigate and freeze" approach.

First, the FCC would promptly use its investigative power to
initiate a comprehensive examination of competition in the special
access market by collecting data from facilities-
based competitive carriers.  The FCC would ask those carriers,
within each area that they compete, to provide information on the
buildings where they currently have the ability to provide
competitive services over their own networks.

Second, the FCC would impose a "true freeze" on current special
access rates while it completes its investigation of special
access competition.  Under a "true freeze," special access
customers would have the option of extending their current
contracts on the same commercial terms as exist today.

"This issue is too important to attempt regulation or deregulation
based on incomplete facts," John Ryan, assistant chief legal
officer of Level 3, said.  "Our proposal is designed to allow the
FCC to determine the appropriate level of regulation with full
knowledge regarding competition in the special access market.  The
information that we ask the FCC to collect will allow intelligent
and targeted regulation of incumbent carrier special access
offerings, eventually permitting incumbent carriers more freedom
where competition exists, but restraining uncompetitive pricing,
terms and conditions in areas where carriers and customers have no
alternative but to purchase services from the incumbent carrier."

Under Level 3's proposal, the FCC would determine how to regulate
incumbent carriers in areas where the collected data shows little
or no competition.  While the FCC collects accurate competitive
data, Level 3 believes that the FCC should, at a minimum,
implement a freeze on incumbent special access rates.  Such a
freeze would assure that, while competitive information is
collected and evaluated, special access market conditions would
not worsen.

                       About Level 3

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international  
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol (IP) services, broadband transport and
infrastructure services, colocation services, voice services and
voice over IP services.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Fitch has upgraded Level 3 Communications, Inc. (Nasdaq: LVLT) and
its wholly owned subsidiary Level 3 Financing, Inc.'s Issuer
Default Rating to 'B-' from 'CCC'.


LPL HOLDINGS: S&P Holds 'B' Rating and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on LPL
Holdings Inc. to positive from stable.  At the same time, S&P
affirmed its 'B' rating on LPL.
      
"The outlook revision reflects LPL's revenue and EBITDA growth,
improved interest expense coverage on borrowings, and reduced
leverage," said Standard & Poor's credit analyst Helene De Luca.  
"Management's efforts to build-out LPL's infrastructure partially
offset the risks associated with LPL's rapid growth.  Also,
management's commitment to mitigating operational and integration
risks partially offsets the risks associated with LPL's frequent
acquisitions."
     
Driven by the UVEST and PacLife acquisitions and by organic
growth, LPL's annual revenue increased 43% and adjusted EBITDA
increased 45% for the six months ended June 30, 2007, compared
with the first six months of 2006.  LPL's margins have remained
constant, reflecting management's investments in infrastructure.  
Central to revenue growth, LPL's financial advisor count hit a
high of 10,312, and productivity has improved during the past
year.  

EBITDA growth eased the total debt-to-EBITDA ratio, which
decreased to 5.1x at June 30, 2007, from 6.6x at Sept. 30, 2006.  
To fund acquisitions, LPL increased its debt burden by $100
million to $1.52 billion at June 30, 2007.  Interest expense
coverage (EBITDA-to-interest expense on borrowings) was 2.4x on a
rolling four-quarter basis ending June 30, 2007, up from 1.7x for
the first quarter of 2006.  Liquidity at the parent is adequate,
with liquid assets in excess of short-term obligations.
     
The ratings on LPL take into account its weak consolidated capital
position, reflected in adjusted total equity of negative $1.27
billion, resulting from the high level of goodwill and intangible
assets of $2 billion.  LPL cannot rely on capital as a cushion for
such issues as regulatory fines or civil litigation.  The ratings
on LPL also take into account the lack of revenue diversification
of the company's focused business model and the company's
dependence on equity market activity and retail investor
sentiment.
     
S&P expect LPL to maintain its competitive position, continue
improving earnings and interest expense coverage, manage
regulatory and litigation exposure, maintain liquidity, and
operate without material increases in leverage.  S&P expect the
company to continue to mitigate the risks associated with its
high-growth business strategy, which mandates continued and
effective improvement in its risk management capability.
     
The ratings could be raised if there are continued improvements in
leverage and risk management, along with healthy revenue and
earnings growth.  There could be negative implications on the
ratings if earnings, interest expense coverage, or liquidity
weaken materially or if leverage increased materially.


LSI CORP: Completes Thailand Assets Sale to STATS ChipPAC
---------------------------------------------------------
LSI Corporation has completed the sale of its semiconductor
assembly and test operation in Pathumthani, Thailand, to
STATS ChipPAC Ltd.  

Under the terms of a definitive agreement on July 25, 2007, STATS
ChipPAC has acquired the operation that consists of:

   -- a facility with approximately 440,000 square feet of
      floor space;
   
   -- manufacturing equipment; and

   -- certain other assets.

Additionally, STATS ChipPAC has offered employment to
substantially all of the LSI manufacturing employees associated
with the facility.  

STATS ChipPAC and LSI have also entered into additional
agreements, including a multi-year wafer assembly and test
agreement and a transition services agreement.

                    About STATS ChipPAC Ltd.

Headquartered in Singapore, STATS ChipPAC Ltd. (SIN:S24) --
http://www.statschippac.com/-- is a service provider of  
semiconductor packaging design, bump, probe, assembly, test and
distribution solutions.  It provides a range of semiconductor
packaging and test solutions to a global customer base servicing
the computing, communications, consumer, automotive and industrial
markets.  The company's services include packaging services, test
services and pre-production and post-production services. The
services offered by the Company are customized to the needs of its
individual customers.

                     About LSI Corporation

Headquartered in Milpitas, California, LSI Corporation (NYSE:LSI)
fka LSI Logic Corporation -- http://www.lsi.com/-- designs,  
develops and markets complex, high-performance semiconductors and
storage systems.  The company is a provider of silicon-to-system
solutions.  It offers a portfolio of semiconductors, including
custom and standard product integrated circuits, for use in
consumer applications, high-performance storage controllers,
enterprise hard disk controllers and a range of communication
devices. The company also offers external storage systems and
software applications for storage area networks. The Company
operates in two segments: the Semiconductor segment and the
Storage Systems segment.  The company's products are marketed to
original equipment manufacturers that sell products to its target
markets.

                         *     *     *

In April 2007, Standard & Poor's Ratings Services placed LSI
Corporation's long term foreign and local issuer credit at 'BB',
which still hold to date.  S&P said the outlook was positive.


M FABRIKANT: Panel Seeks to Recoup $80MM from Prepetition Lenders
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in M. Fabrikant
& Sons Inc. and Fabrikant-Leer International Ltd.'s chapter 11
cases sued eight entities for alleged knowledge in the fraudulent
transfers of the amounts they were lending to the Debtors.

The defendant entities in the case are:

   -- JP Morgan Chase Bank, N.A.;
   -- ABN Amro Bank, N.V.;
   -- Bank of America, N.A.;
   -- HSBC Bank USA, National Association;
   -- Bank Leumi USA;
   -- Israel Discount Bank of New York;
   -- Antwerpse Diamantbank, N.V.; and
   -- Sovereign Precious Metals LLC.

The Committee contends that the lenders "knew that the money they
were lending to [the Debtors] was not being used for [their]
interests, but rather was actually being transferred to companies
affiliated with the Fortgang family, the same family that
controlled [the Debtors]."

The Committee explains that because the money was being
transferred at a time when the Debtor was insolvent, bankrupcty
law allows these secured loans to be avoided, which compels the
lenders to return to the estates the value of the collateral
granted to secure those loans, an amount in excess if $80 million.

Moreover, the Committee asserts that some of the money transferred
to the affiliates was used by the affiliates to pay down their own
debt to some of the lenders.  These transfers also should be
avoided, and those defendants owe back to the estates the money
received by them from the affiliates, an amount in excess of $38
million, the Committee argues.

Proceeds, if any, from this action will pay for the pro rata
distribution to unsecured creditors pursuant to a Chapter 11
Liquidation Plan which the Committee, the Debtors, and Wilmington
Trust Company, have filed with the U.S. Bankruptcy Court for the
Southern District of New York.

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.


MCJUNKIN CORP: S&P Revises Outlook to Positive from Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on McJunkin Corp.  At the same time, S&P  affirmed the
'BB' rating and '1' recovery rating on the proposed $650 million
asset-backed revolving credit facility, which represents a
$350 million amendment to McJunkin's existing $300 million
facility.  Of the proceeds from the proposed revolving credit
facility, $375 million and a significant equity contribution from
McJunkin's majority owner, Goldman Sachs Capital Partners, will be
used to complete the pending merger of McJunkin with Red Man Pipe
and Supply Co.  The 'B+' corporate credit rating on McJunkin was
also affirmed.
     
The '1' recovery rating indicates the expectation of very high
(90%-100%) recovery in the event of a payment default.  Pro forma
for the expected revolving credit facility borrowings, Charleston,
W.Va.-based McJunkin is expected to have about
$985 million in debt outstanding.
     
"The outlook revision reflects the somewhat improved business
position and financial profile of McJunkin following the closing
of the pending merger," said Standard & Poor's credit analyst
Sherwin Brandford.
     
As a result of a large equity contribution from GSCP, pro forma
total debt to EBITDA as of June 30, 2007, is around 3x, a level we
would consider to be more in line with a higher rating.  While
McJunkin will likely generate sufficient discretionary cash flow
to maintain credit measures at the pro forma level, it has
displayed a somewhat high tolerance for leverage in the past.
     
"If the company can maintain leverage under 4x in the near-to-
intermediate term," Mr. Brandford said, "we would consider raising
the rating."
     
"We expect McJunkin's maintenance, repairs, and operations segment
to continue to generate stable cash flow and that new project
opportunities will be sufficiently robust in the near term, given
the outlook for exploration and production and refining capital
spending," Mr. Brandford said.  "A significant drop in steel
prices or a leveraging transaction could result in a negative
ratings action."


MICROISLET INC: Names Barry Ritholtz as Director
------------------------------------------------
Barry Ritholtz was named as member to MicroIslet Inc.'s board of
directors.

Mr. Ritholtz is CEO and director of Equity Research at FusionIQ,
an independent quantitative research firm, a position he has held
since May 2007.  

He has also been chief market strategist for Ritholtz Research
since June 2006, and has served as chief investment officer at
Ritholtz Capital Partners.  From Aug. 31, 2002 to January 2006,
Mr. Ritholtz was chief market strategist for Maxim Group.

Mr. Ritholtz writes The Big Picture, an informal economics weblog
covering diverse topics, including investing, digital media,
geopolitics, film and music industries.  Mr. Ritholtz has been a
director of Burst.com since March 2002.

Mr. Ritholtz performed his undergraduate work at Stony Brook
University and earned a J.D. from Yeshiva University's Benjamin N.
Cardozo School of Law.

"I am very excited to be working with the innovative scientists at
MicroIslet," Mr. Ritholtz said.  "The company's biotechnology has
the potential to dramatically improve the quality of life for
people suffering rom diabetes.  This disease has become a
worldwide epidemic, and we have the ability to make a meaningful
difference in the lives of millions of people."

"We are honored to have Barry join us," Ronald Katz, chairman of
the board, said.  "He is a very well respected strategist, and his
experiences and knowledge regarding public markets and public
relations will be a key asset for MicroIslet as we move the
company forward.  I'm quite pleased to welcome him to the
MicroIslet Board."

                  About MicroIslet Inc.

Headquartered in San Diego, California, MicroIslet Inc.
(AMEX:MII) -- http://www.microislet.com/-- engages in    
Biotechnology research and development in the field of medicine
for people with diabetes.  MicroIslet's patented islet
transplantation technology, licensed from Duke University,
includes methods for cryopreservation and microencapsulation.

At June 30, 2007, the company's balance sheet showed total assets
of $1.9 million and total liabilities $3.2 million, resulting to a
total stockholders' deficit of $1.3 million.


MICRON TECH: Posts $158 Million Net Loss in Quarter Ended Aug. 30
-----------------------------------------------------------------
Micron Technology Inc. disclosed results of operations for its
2007 fiscal year and fourth quarter, which ended Aug. 30, 2007.  

For the fourth quarter of fiscal 2007, the company incurred a net
loss of $158 million, or $0.21 per diluted share, on net sales of
$1.4 billion, which compares to a net loss of $225 million, or
$0.29 per diluted share, on net sales of $1.3 billion for the
third quarter.  For the 2007 fiscal year, the company incurred a
net loss of $320 million, or $0.42 per diluted share, on net sales
of $5.7 billion, which compares to net income of $408 million, or
$0.57 per diluted share, on net sales of $5.3 billion for the
prior fiscal year.

The company said that its fourth quarter and fiscal year 2007
results were heavily influenced by industry supply/demand dynamics
that depressed average selling prices for memory products.  

The company's net sales for the fourth quarter of fiscal 2007
increased 11% compared to the third quarter primarily as a result
of higher megabit sales of memory products.  Compared to the prior
quarter, fourth quarter megabit sales increased approximately 25%
and 60% for DRAM and NAND Flash memory products, respectively,
while average selling prices for both DRAM and NAND Flash memory
products decreased approximately 15%.  Sales of NAND Flash include
sales from the company's consolidated NAND Flash manufacturing
joint venture to the company's joint venture partner at long-term
negotiated prices approximating cost.  The results for the fourth
quarter include a charge of $20 million to write down the carrying
value of work in process and finished goods inventories of memory
products to their estimated fair market values.

Sales of CMOS image sensors in the fourth quarter of fiscal 2007
increased approximately 5% compared to the third quarter primarily
as a result of higher average selling prices reflecting the
company's shift in mix to higher megapixel products.

At Aug. 31, 2007, the company reported total assets of
$14.82 billion and total stockholders' equity of $7.75 billion.

                    Restructuring Initiatives

During the fourth quarter of fiscal 2007, the company began
executing initiatives to drive greater cost efficiency and revenue
growth.  The company recorded a restructure charge in the fourth
quarter of $19 million comprised primarily of employee severance
and related costs resulting from a reduction in the company's
workforce in the quarter.  The company continues to pursue
opportunities to lower its overhead costs through the utilization
of partnerships and other outside relationships.  

      Capital Expenditures and Cash and Investment Balances

The company had capital expenditures of approximately $850 million
and $4 billion, including expenditures by its joint ventures
during the fourth quarter and 2007 fiscal year, respectively, and
ended the fiscal year with cash and investment balances of
$2.6 billion.

                     About Micron Technology

Headquartered in Boise, Idaho., Micron Technology Inc. (NYSE: MU)
-- http://www.micron.com/-- provides advanced semiconductor  
solutions.  Through its worldwide operations, Micron manufactures
and markets DRAMs, NAND Flash memory, CMOS image sensors, other
semiconductor components and memory modules for use in leading-
edge computing, consumer, networking and mobile products.  

                          *     *     *

Micron Technology Inc. still carries Standard & Poor's Ratings
Services' 'BB-' corporate credit rating.  Outlook is Stable.


NASH FINCH: Denies Default Under Senior Conv. Notes Indenture
-------------------------------------------------------------
Nash Finch Company received a purported notice of default, last
month, that was subsequently reissued on Sept. 27, 2007, to
correct a procedural defect in the initial notice, from certain
hedge funds who are beneficial owners purporting to hold at least
25% of the aggregate principal amount of its Senior Subordinated
Convertible Notes due 2035.  The hedge funds alleged in the notice
that Nash Finch was in breach of Section 4.08(a)(5) of the
Indenture governing the Notes, which provides for an adjustment of
the conversion rate on the Notes in the event of an increase in
the amount of certain cash dividends to holders of Nash Finch's
common stock.

Nash Finch believes it made all required adjustments to the
conversion rate on the Notes after it increased the quarterly
dividends paid to shareholders from $0.135 to $0.18 per share and,
accordingly, does not believe that a default has occurred under
the Indenture.

On Sept. 26, 2007, Nash Finch filed a petition, asking the
Hennepin County District Court to determine that Nash Finch
properly adjusted the conversion rate on the Notes after Nash
Finch increased the amount of the dividends it paid to its
shareholders.

However, to avoid any uncertainty, Nash Finch has asked the
Trustee to execute a supplemental indenture clarifying the
company's obligations with respect to such increases in its
quarterly dividends.

The Indenture trustee has filed an action in the Hennepin County
District Court, in Minneapolis, Minnesota, for an order
determining its obligations with respect to the supplemental
indenture.  Nash Finch has filed its own action in the same court,
seeking a determination that the supplemental indenture is proper
and should be executed, and that regardless of whether the
supplemental indenture is executed, no default has occurred under
the Indenture.

Under the terms of the Indenture, if a default has occurred, Nash
Finch would have 30 days from the date of receipt of a valid
notice of default to cure.

Nash Finch has asked the Court to toll the 30 day cure period
while the Court determines whether the Indenture trustee must
execute the supplemental indenture and whether Nash Finch adjusted
the conversion rate in accordance with the requirements of the
Indenture.  If the Court determines the hedge fund's assertion to
be correct, Nash Finch would cure the default by making an upward
adjustment in the conversion rate of 0.4307 shares per $1,000
bond.

"In consultation with our legal and financial advisors, Nash Finch
determined that it made all required adjustments to the conversion
rate on the Notes, and therefore we are confident that no event of
default has occurred," Bob Dimond, Executive Vice President and
CFO of Nash Finch, said.  "We are disappointed that this small
group of noteholders has chosen to pursue this path –- it appears
to be nothing more than an opportunistic attempt to achieve
financial gain that is well beyond what they are due."

Headquartered in Minneapolis, Minnesota, Nash Finch Company
(NASDAQ:NAFC) –- http://www.nashfinch.com/-- distributes food  
products.  Nash Finch's core business, food distribution, serves
independent retailers and military commissaries in 31 states, the
District of Columbia, Europe, Cuba, Puerto Rico, the Azores and
Egypt. The Company also owns and operates a base of retail stores,
primarily supermarkets under the Econofoods(R), Family Thrift
Center(R) and Sun Mart(R) trade names.


NASH FINCH: Moody's May Cut B2 Rating After Review
--------------------------------------------------
Moody's Investors Service placed the ratings of Nash Finch (CFR of
B2) under review for possible downgrade.

This follows the issuance on September 27th by certain hedge funds
of a default notice, claiming that Nash Finch was in breach of a
covenant within its senior subordinated convertible notes due
2035.  Specifically, the notice claims that the company was in
breach of section 4.08(a)(5) of the indenture, which provides for
an adjustment in the conversion rate on the notes in the event
Nash Finch increases its dividend.  

Nash Finch believes it made all required adjustments to the
conversion rates on the notes following a recent dividend
increase, and is disputing the claim that a default has occurred.  
The company has filed a petition in Hennepin County District Court
in Minnesota asking the court to determine that Nash Finch has
properly adjusted the conversion rate on the Notes .

Yesterday a Minnesota court issued a temporary restraining order
enjoining the note holders from accelerating the debt, and
extending the cure period (during which Nash Finch can rectify the
default should it be required to do so) until ten days following
the court's final ruling on the merits of the case.

While there is no immediate effect on the cash position or
liabilities of the company, the notice of default raises the risk
that -- if the case is not dismissed or if the default is not
cured quickly after the court's final ruling -- that the notes
could be put back to the company or that cross default provision
in the company's bank credit facilities could be triggered.

In the event that the issue is resolved in Nash Finch's favor with
no adverse effect on the credit or liquidity of the company,
Moody's expects that it would confirm the company's existing
ratings.  Moody's notes that the company has stated in their press
release should the court rule in the hedge fund's favor, they
would cure the default by adjusting the conversion rate.

Ratings placed under review for possible downgrade:

   -- Corporate family rating at B2

   -- Probability of default rating at B2

   -- $125 million senior secured revovling credit at B2

   -- $175 million senior secured term loan B at B2

   -- $322 million convertible senior subordinated notes due
      2035 at Caa1

Nash Finch is one of the leading food distribution companies in
the United States.  Nash Finch's core business, food distribution,
serves independent retailers and military commissaries in 31
states, the District of Columbia, Europe, Cuba, Puerto Rico, the
Azores and Egypt.  The company also owns and operates a base of
retail stores, primarily supermarkets under the Econofoods, Family
Thrift Center, and Sun Mart trade names.


NEXINNOVATIONS INC: Shuts Business After Second CCAA Filing
-----------------------------------------------------------
Workers at NexInnovations Inc. were told to stay home Tuesday as
the company ceased its operations, Jeff Jedras writes for Canada
Technology News.

As reported in the Troubled Company Reporter yesterday, citing Mr.
Jedras previous story, TechData Canada Corporation has verified
reports of NexInnovations' second filing for protection from its
creditors under the Companies' Creditors Arrangement Act.

The office for the CCAA, Mr. Jedras' updated report says, citing
ONX president Ed Vos, has been notified that NexInnovatios'
management and executives are being replaced by a restructuring
specialist.  However, Mr. Vos has no idea about the name of the
restructuring firm and other specifics of its engagement, the
report adds.

TechData, Wachovia Capital Finance Corp. and IBM Canada Ltd., were
named among the major creditors to whom the NexInnovations owes
money, Mr. Jedras said early this week.  However, based on Mr.
Jedras' recent interviews, it was found out that Wachovia and IBM
Canada are no longer creditors of NexInnovations.

Bennet Jones LLP partner, Mark Laugesen, a Wachovia representative
disclosed that Wachovia was paid in full at NexInnovations' last
filing for bankruptcy and is no longer part of the Debtor's
current filing, Mr. Jedras' updated report says.

Similarly, Mike Boden, spokesperson for IBM Canada, confirmed that
IBM is no longer a creditor in NexInnovations's second bankruptcy
filing, Mr. Jedras relates.

                       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.


NOWAUTO GROUP: Moore & Associates Raises Going Concern Doubt
------------------------------------------------------------  
Moore & Associates Chartered in Las Vegas, Nevada expressed
substantial doubt about NowAuto Group, 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 said that the company has incurred recurring losses.  

The company posted a $2,286,402 net loss on $6,944,021 of income
for the year ended June 30, 2007, as compared with a $447,268 net
loss on $11,683,865 of income in the prior year.  

At June 30, 2007, the company's balance sheet showed $6,887,363 in
total assets and $6,668,611 in total liabilities, resulting a
$218,752 stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2400

                       About NowAuto Group  

NowAuto Group Inc. (OTC BB: NAUG) -- http://www.nowauto.com/--
operates four buy-here-pay-here used vehicle dealerships in  
Arizona.  The company manages all of its installment finance  
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.   
Through its subsidiary, NavicomGPS Inc. the company markets GPS
tracking devices, primarily to independent used vehicle
dealerships.


ORCHESTRA THERAPEUTICS: Has $12.5 Mil. Equity Deficit at June 30
----------------------------------------------------------------
Orchestra Therapeutics Inc.'s consolidated balance sheet at June
30, 2007, showed $3.3 million in total assets, $15.8 million in
total liabilities, resulting in a $12.5 million total
stockholders' deficit.

At June 30, 2007, the company's consolidated balance sheet
likewise showed strained liquidity with $426,000 in total current
assets available to pay $10.6 million in total current
liabilities.

The company reported a net loss of $2.1 million on revenues of
$4,000 for the second quarter ended June 30, 2007, compared with
net income of $104.0 million on revenues of $11,000 for the same
period last year.  The company has not received any revenues from
the sale of products and does not expect to derive revenue from
the sale of any products earlier than 2012.

The company reported a gain on warrant liability marked to fair
value of $1.9 million for the three months ended June 30, 2007,
respectively, as compared to a gain on warrant liability marked to
fair value of $111.5 million for the corresponding period in 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?2404

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
LevitZacks in San Diego, California expressed substantial doubt on
Orchestra Therapeutics Inc., fka The Immune Response Corp.'s
ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's net losses
since inception, accumulated deficit of $153.4 million,
stockholders' deficit of $10.9 million, and working capital
deficiency of $6.0 million as of Dec. 31, 2006.  LevitZacks also
added that the company has negative cash flows from operations and
does not have, and does not expect to have for the foreseeable
future, a product from which to generate revenue.

                   About Orchestra Therapeutics

Headquartered in Carlsbad, California, Orchestra Therapeutics
Inc., formerly The Immune Response Corp., (OTC BB: OCHT) --
http://www.imnr.com/ -- is an immuno-pharmaceutical company  
focused on the discovery and development of novel treatments for
autoimmune diseases.  The company's lead immune-based therapeutic
product candidate is NeuroVax(TM) for the treatment of multiple
sclerosis (MS).


OTTIMO FUNDING: S&P Lowers Rating on Paper Notes to B
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
extendible asset-backed commercial paper notes issued by Ottimo
Funding Ltd. to 'B' from 'A-2'.  At the same time, S&P lowered its
ratings on the mezzanine classes of subordinated term  notes from
Ottimo Funding's series 2007-A and 2007-B.  The ratings on the
ABCP and term notes remain on CreditWatch, where they were placed
with negative implications on Aug. 30, 2007.  The 'CCC' rating on
the subordinated term notes from Ottimo Funding's series 2007-C
remains on CreditWatch negative and is not affected at this time.
     
On Aug. 30, 2007, Standard & Poor's lowered its rating on Ottimo's
ABCP to 'A-2' from 'A-1+'.  At that time, Ottimo Funding and the
holders of the ABCP and subordinated notes had been operating
under a forbearance agreement, which has been renewed five times.  
The most recent forbearance agreement is scheduled to expire Oct.
10, 2007.  The Aug. 30, 2007, rating actions on the ABCP notes and
the subordinated notes contemplated that Aladdin Capital
Management LLC, Ottimo Funding's administrator, and the
noteholders would reach an agreement in the near term, regarding
an orderly liquidation of the portfolio, which solely includes
'AAA' rated Alt-A U.S. residential mortgage-backed securities.  

The parties have not yet reached such an agreement, and based on
discussions with Aladdin, it appears less likely that such an
agreement will be reached in the near term.  In addition, based
on the most recent servicer report available, the average
market value prices, as quoted by independent pricing sources, on
the securities in Ottimo Funding's portfolio have taken a downward
turn from already depressed levels.  Based on this trend, the
likelihood of a sale of the underlying assets, at nondistressed
prices, is unlikely in the near term.
     
Ottimo Funding's "market value" structure relies on the sale
proceeds of the assets to repay Ottimo Funding's outstanding ABCP
and subordinated notes.  Accordingly, although Ottimo's portfolio
includes entirely 'AAA' rated Alt-A U.S. RMBS, a sale of the
portfolio in the current market environment would result in a loss
to holders of both the ABCP notes and the subordinated term notes.  
Therefore, S&P assume that the ABCP noteholders will exercise
their rights as provided in the program documentation to exert
control over the timing of the sale of the assets and will seek to
delay a sale of the assets until they believe they can recover
their investments.  At the same time, S&P assume that the ABCP
noteholders will elect to sell the assets as soon as they believe
they can recover their investments.
     
All of the ratings on Ottimo Funding's securities remain on
CreditWatch negative, reflecting continuing uncertainty about the
timing of the sale of the underlying assets.
     
Standard & Poor's will take further rating actions, as
appropriate, as S&P receive additional information regarding the
parties' intentions.

     Ratings Lowered and Remaining on Creditwatch Negative
   
                        Ottimo Funding Ltd.

                                      Rating
                                      ------
          Series                To                 From
          ------                --                 ----
          Extendible CP notes   B/Watch Neg    A-2/Watch Neg
          2007-A notes          CCC/Watch Neg  B/Watch Neg
          2007-B notes          CCC/Watch Neg  B/Watch Neg
   
            Rating Remaining on Creditwatch Negative
   
                        Ottimo Funding Ltd.

                    Series               Rating
                    ------               ------
                    2007-C notes         CCC/Watch Neg


PERKINS & MARIE: S&P Affirms B- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Perkins & Marie Callender's Inc. to negative from stable.  At the
same time, S&P affirmed its ratings, including the 'B-' corporate
credit rating, on the company.
     
The change in outlook reflects Memphis, Tennesse-based Perkins'
weak liquidity position that would worsen if it cannot comply with
the financial covenants of its senior secured credit agreement
that become more restrictive in the coming quarters.
      
"We would lower the ratings if the liquidity was constrained by a
decline in operating performance or any covenant violation of the
company's senior secured credit agreement," explained Standard &
Poor's credit analyst Charles Pinson-Rose.


POGO PRODUCING: Launches Tender Offers for Senior Subor. Notes
--------------------------------------------------------------
Pogo Producing Company has commenced cash tender offers for:

   * $450 million outstanding principal amount of its 7.875%   
     Senior Subordinated Notes due 2013 (CUSIP No. 730448 AV9),

   * $300 million outstanding principal amount of its 6.625%
     Senior Subordinated Notes due 2015 (CUSIP No. 730448 AR8)
     and

   * $500 million outstanding principal amount of its 6.875%
     Senior Subordinated Notes due 2017 (CUSIP No. 730448 AT4).

Concurrently with each tender offer, Pogo is soliciting related
consents from the holders of the Notes to eliminate substantially
all the restrictive covenants and certain events of default from
the indentures governing the Notes.  The tender offers and consent
solicitations are being made on the terms and subject to the
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated Oct. 3, 2007 and are being undertaken
in anticipation of Pogo's pending merger into a subsidiary of
Plains Exploration & Production Company.

Unless extended or earlier terminated, the tender offers will
expire at 5:00 p.m. (New York City Time) on Nov. 5, 2007, and the
consent solicitations will expire at 11:59 p.m. (New York City
Time) on Oct. 17, 2007.

Holders who validly tender Notes pursuant to the tender offers
must consent to the proposed amendments to the indenture governing
such Notes, and may not deliver consents without tendering related
Notes.  Tendered Notes may not be withdrawn, and consents may not
be revoked, after 11:59 p.m. (New York City Time) on Oct. 17,
2007.  The total consideration to be paid for validly tendered
Notes will be $1,012.50 per $1,000 principal amount, plus accrued
and unpaid interest, which includes a $10.00 per $1,000 principal
amount consent payment to holders who provide consents to the
proposed amendments and tender their Notes by 11:59 p.m. (New York
City Time) on
Oct. 17, 2007.

Holders who validly tender Notes after 11:59 p.m. (New York City
Time) on Oct. 17, 2007 and prior to 5:00 p.m. (New York City Time)
on Nov. 5, 2007 will only receive $1,002.50 per $1,000 principal
amount, plus accrued and unpaid interest.  Pogo reserves the right
to terminate, withdraw or amend the tender offers and consent
solicitations at any time subject to applicable law.

As of Sept. 30, 2007, Pogo had approximately $1.3 billion of cash
and cash equivalents and no outstanding borrowings under its
revolving credit facility.

Pogo's obligation to accept for purchase and to pay for Notes in
each tender offer is conditioned on, among other things:

   -- the consummation of the merger of Pogo with and into a
      subsidiary of PXP; and

   -- the receipt of sufficient consents to the proposed
      amendments to the indenture relating to that series of
      Notes and execution of a supplemental indenture   
      containing such amendments.

Each tender offer and consent solicitation is independent of the
others, and the complete terms and conditions of the tender offers
and consent solicitations are set forth in the tender offer
documents, which are being sent to holders of Notes.  Holders of
Notes are urged to read the tender offer documents carefully.

Pogo has retained J.P. Morgan Securities Inc. to serve as
exclusive dealer manager and solicitation agent for the tender
offers and the consent solicitations.  Questions regarding the
tender offers and consent solicitations may be directed to J.P.
Morgan Securities Inc. by calling collect at (212) 270-3994.  
Requests for documents may be directed to MacKenzie Partners,
Inc., the information agent for the tender offers and consent
solicitations, at (800) 322-2885.

                    About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops  
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

                         *     *     *

As reported in the Troubled Company Reporter on May 31, 2007,
Standard & Poor's Ratings Services said that its 'BB' corporate
credit rating on Pogo Producing Co. remains on CreditWatch with
developing implications following the company's announcement that
it is selling its Canadian oil- and gas-producing subsidiary for
$2 billion.


PROVIDENT AMERICAN: Low Quality Cues AM Best to Cut Rating to D
---------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to D (Poor)
from C- (Weak) and assigned an issuer credit rating of "c" to
Provident American Insurance Company.  The outlook for the FSR has
been revised to negative from stable, and the outlook assigned to
the ICR is negative.

The ratings reflect the low quality of capital at Provident
American as surplus notes represent over 350% of the company's
total capital.  Additionally, while Provident American's parent,
Sonic Financial Corp., has shown its support by providing capital
contributions as needed over the past few years, Provident
American maintains an inadequate level of risk-adjusted
capitalization as measured by Best's Capital Adequacy Ratio.  In
addition, net operating losses have increased in recent periods in
Provident American's core and ancillary lines of business.

A.M. Best expects these operating losses to continue for the
foreseeable future and will be monitoring Sonic Financial Corp.'s
commitment to funding these losses going forward.


PNC MORTGAGE: Moody's Affirms Low-B Ratings on Four Certs.
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of nine classes of PNC Mortgage Acceptance
Corp., Commercial Mortgage Pass-Through Certificates, Series 2000-
C2 as:

   -- Class A-2, $586,084,170, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $43,044,000, affirmed at Aaa
   -- Class C, $48,423,000, affirmed at Aaa
   -- Class D, $13,452,000, affirmed at Aaa
   -- Class E, $13,451,000, upgraded to Aa1 from Aa2
   -- Class F, $18,831,000, upgraded to Aa3 from A2
   -- Class G, $16,141,000, upgraded to A2 from Baa1
   -- Class H, $18,832,000, upgraded to Baa1 from Baa3
   -- Class J, $29,592,000, upgraded to Ba1 from Ba2
   -- Class K, $8,071,000, affirmed at Ba3
   -- Class L, $8,071,000, affirmed at B1
   -- Class M, $10,761,000, affirmed at B2
   -- Class N, $5,380,000, affirmed at B3

As of the Sept. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 22.1% to
$840.5 million from $1.1 billion at securitization.  The
certificates are collateralized by 142 mortgage loans ranging in
size from less than 1% to 6.8% of the pool, with the top 10 loans
representing 39.5% of the pool.  Thirty-two loans, representing
28.3% of the pool, have defeased and are collateralized by U.S.
Government securities.

Two loans have been liquidated from the pool, resulting in an
aggregate realized loss of about $1.2 million.  Currently there is
one loan, representing less than 1% of the pool, in special
servicing.  Moody's is not estimating a loss from this loan
currently.  Twenty-eight loans, representing 11.7% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
97.3% of the pool.  Moody's loan to value ratio is 79.2%, compared
to 78.2% at Moody's last review in October 2006 and compared to
84.4% at securitization.  Moody's is upgrading Classes E, F, G, H
and J due to defeasance and increased subordination levels.

The top three non-defeased loans represent 14.3% of the
outstanding pool balance.  The largest loan is the 475 Park Avenue
South Loan ($56.7 million - 6.8%), which is secured by a 409,000
square foot office building located in the midtown submarket of
New York City.  The property was 98% occupied as of May 2007,
compared to 99.1% at last review.  Moody's LTV is 72.8%, compared
to 75% at last review.

The second largest loan is the Apple Tree Business Park Loan
($35.1 million -- 4.2%), which is secured by a 435,000 square foot
office complex located in Cheektowaga, New York, a suburb of
Buffalo.  The property was 84.1% occupied as of June 2007,
compared to 87.8% at last review.  Moody's LTV is 90.9%, compared
to 86.8% at last review.

The third largest loan is the 500 North Capital Loan
($27.7 million - 3.3%), which is secured by a 175,000 square foot
Class B office building located in Washington, D.C. The property
is 100% leased to the IRS through 2009.  Performance has been
impacted by increased operating expenses.  Moody's LTV is 86.4%,
compared to 85.3% at last review.


REAL ESTATE: Moody's Affirms Low-B Ratings on Six Certificates
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 18 classes of
Real Estate Asset Liquidity Trust, Commercial Mortgage Pass-
Through Certificates, Series 2005-1 as:

   -- Class A-1, $177,866,950, affirmed at Aaa
   -- Class A-2, $107,488,000, affirmed at Aaa
   -- Class XP-1, Notional, affirmed at Aaa
   -- Class XP-2, Notional, affirmed at Aaa
   -- Class XC-1, Notional, affirmed at Aaa
   -- Class XC-2, Notional, affirmed at Aaa
   -- Class B, $10,965,000, affirmed at Aa2
   -- Class C, $8,688,000, affirmed at A2
   -- Class D-1, $5,955,000, affirmed at Baa2
   -- Class D-2, $1,500,000, affirmed at Baa2
   -- Class E-1, $1,000,000, affirmed at Baa3
   -- Class E-2, $668,000, affirmed at Baa3
   -- Class F, $3,475,000, affirmed at Ba1
   -- Class G, $1,737,000, affirmed at Ba2
   -- Class H, $869,000, affirmed at Ba3
   -- Class J, $869,000, affirmed at B1
   -- Class K, $869,000, affirmed at B2
   -- Class L, $869,000, affirmed at B3

As of the Sept. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by about 6.1% to
$326.3 million from $347.5 million at securitization.  The
certificates are collateralized by 70 loans, ranging in size from
less than 1% to 8.8% of the pool, with the top 10 loans
representing 35.7% of the pool.  The pool includes three
investment grade shadow rated loans, representing 17.3% of the
pool.  One loan, representing 2.4% of the pool, has defeased and
is collateralized with Canadian government securities.

The pool has not realized any losses since securitization and
currently there are no loans in special servicing or on the master
servicer's watchlist.  Moody's was provided with year-end 2006
operating results for 40% of the pool.  Moody's is affirming all
classes due to stable overall pool performance.

The largest shadow rated loan is the Bayfield Mall Loan
($28.6 million -- 8.8%), which is secured by a 443,000 square foot
community shopping center located in Barrie, Ontario.  The center
was 96.6% occupied as of April 2007, compared to 97.3% at
securitization.  Moody's current shadow rating is Baa2, the same
as at securitization.

The second shadow rated loan is the Desjardin Visa Building Loan
($19.3 million -- 5.9%), which is secured by a 202,000 square foot
Class B office building located in downtown Montreal.  The
property was 100% occupies as of April 2007, the same as at
securitization.  The anchor tenant is Desjardin -- VISA, which
leases 78.6% of the premises through December 2012. Moody's
current shadow rating is Aa3, the same as at securitization.

The third shadow rated loan is the Marriott Courtyard Loan ($8.5
million -- 2.6%), which is secured by a 181-room full service
hotel located in downtown Montreal.  The hotel's RevPAR for
calendar year 2006 was $91.92, compared to $90.06 at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The top three conduit loans represent 17.6% of the pool.  The
largest conduit loan is the 33 Isabella Loan ($25.9 million --
8%), which is secured by a 416-unit multifamily property located
in Toronto.  The property was 97.6% occupied as of May 2007,
compared to 98% at securitization.  Property performance has been
impacted by increased operating expenses.  Moody's LTV is 92.2%,
compared to 90.3% at securitization.

The second largest conduit loan is the Vancouver Self Storage Loan
($19.8 million -- 6.1%), which is secured by three self storage
properties totaling 2,440 units.  The properties are located in
Ontario and British Columbia.  The portfolio was 90.0% leased as
of December 2006, the same as at securitization.  Moody's LTV is
83%, compared to 84.5% at securitization.

The third largest conduit loan is the Fernbrae Manor Loan
($12 million -- 3.7%), which is secured by a 186-unit congregate
care facility located in Kelowna, British Columbia. The property
was 100% leased as of December 2006, the same as at
securitization.  Moody's LTV is 74.7%, compared to 76.1% at
securitization.


REAL MEX: S&P Holds 'B-' Rating and Revises Outlook to Neagtive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
the Real Mex Restaurants Inc. to negative from stable.  At the
same time, S&P affirmed its ratings, including the 'B-' corporate
credit rating, on the company.
      
"The outlook revision reflects the significant decline in
operating performance in the first part of 2007," said Standard &
Poor's credit analyst Charles Pinson-Rose, "and if those trends
continue, they will strain the company's already weak liquidity
position."


RELIANT ENERGY: Panel Taps A&M Securities as Financial Advisor
--------------------------------------------------------------
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 A&M Securities LLC as its financial
advisor.

The Committee selected A&M Securities LLC because of the firm's
substantial expertise in financial restructurings, financing
transactions, and distressed mergers and acquisitions, and because
the firm is well qualified to perform these services and represent
the Committee's interest in Debtors' chapter 11 cases.

A&M Securities will:

   a) evaluate the assets and liabilities of the Debtors;

   b) analyze the financial and operating statements of the
      Debtors;

   c) analyze the business plans, budgets, and forecasts of the
      Debtors;

   d) evaluate the prospects for debtor-in-possession financing,
      cash collateral usage and adequate protection therefore, and
      the prospects for exit financing in connection with any plan
      of reorganization and any budgets relating thereto;

   e) provide such specific valuation or other financial analyses
      as the Committee may require in connection with the cases;

   f) assess the financial issues and options concerning the sale
      of the Debtors, or any of them, or their respective assets
      and structuring any plan of reorganization;

   g) provide testimony in court, on behalf of the Committee, if
      necessary or as reasonably requested by the Committee,
      subject to the terms of this Agreement; and
   
   h) provide such other support as may be reasonable requested by
      the Committee.

The firm's professionals compensation rates are:

      Designations          Hourly Rates
      ------------          ------------
      Managing Director         $650
      Senior Director       $500 - $550
      Director              $400 - $500
      Associate             $300 - $400
      Analyst               $200 - $300

James D. Decker of A&M Securities LLC 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 in Section 101(14) of the Bankruptcy Code.

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.  Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
total assets of $362,000,000 and total debts of $342,000,000.


RF MICRO: Plans to Expand to Meet Demand for Semiconductors
-----------------------------------------------------------
RF Micro Devices Inc. plans to expand its compound semiconductor
manufacturing capacity to support growth expectations in the
company's Cellular and Multi-Market product groups.

RFMD(R) anticipates increased demand for its industry-leading
compound semiconductor process technologies as a result of
favorable market trends in the Company's primary markets.  In the
cellular handset market, the increasing adoption of highly
integrated, multi-chip transmit modules and the migration to 3G
multimode devices are expected to drive increased demand for
RFMD's GaAs pHEMT and RFMD's GaAs HBT (both AlGaAs HBT and InGaP
HBT).  These favorable market trends require greater quantities of
compound semiconductor content and are expected to underpin a
five-year compound annual growth rate of greater than 20% from
2007-2012 in the market for cellular front ends.  RFMD was
recently recognized as the leading manufacturer of cellular front
ends.

Additionally, in markets served by RFMD's Multi-Market products
group, it is anticipated the migration to 802.11n (GaAs HBT and
GaAs pHEMT) and the increasing adoption of WiMAX (GaAs HBT and
GaN) will be among the primary drivers of increased compound
semiconductor content and accelerated market growth.  RFMD's GaN
process technology is quickly being recognized as a superior
process technology for applications that require high power,
linearity and bandwidth, as compared to existing technologies,
such as silicon LDMOS.  RFMD is the world's largest manufacturer
of GaAs HBT and GaAs pHEMT, and the Company is quickly ramping
commercial production of its GaN process technology.

"RFMD has consistently been the world's largest supplier of GaAs
devices for several years as a result of its leadership in the
cellular handset PA space," Asif Anwar, Director of Strategy
Analytics GaAs and Compound Semiconductor Technologies (GaAs)
service, said.  "The company continues to move in line with the
requirements of the cellular handset market, and this will
continue to drive the volume at RFMD.  RFMD has also developed a
coherent multiple market strategy to target higher value segments
with the rollout of its GaN and GaAs pHEMT technologies as well as
the expansion of its IP and product portfolios through the
proposed Sirenza acquisition.  This dual 'high volume-high value'
strategy will help the Company remain at the forefront of the
compound semiconductor industry."

"The markets served by RFMD are growing, and RFMD is growing its
compound semiconductor content within these markets," Bob
Bruggeworth, president and CEO of RFMD, said.  "The addition of
our third fab will enable us to capture a greater percentage of
this growth while also reducing manufacturing costs and driving
continued improvement in operating profitability.  Once complete,
our third fab, in conjunction with our second fab, will focus on
high volume cellular and WLAN front end products that utilize GaAs
HBT and GaAs pHEMT.  The new fab will also provide capacity for
the production of wafer-level packaged SAW filters and the
development of new, next-generation process technologies that
provide highly integrated front end functionality.  Our first fab
will focus on high value multi-market products that utilize
specialty GaN, GaAs pHEMT and GaAs HBT technologies."

RFMD is currently increasing its manufacturing levels of both GaAs
HBT and GaAs pHEMT in order to satisfy immediate forecasted
demand.

                      About RF Micro Devices

Headquartered in Greensboro, North Carolina, RF Micro Devices,
Inc. (Nasdaq: RFMD) -- http://www.rfmd.com/-- designs and  
manufactures radio systems and solutions for mobile communication
applications.

                          *     *     *

Standard and Poor's assigned its B+ long term foreign and local
issuer credit ratings to RF Micro Devices Inc. in 2003.  The
ratings still hold to date.


RH DONNELLEY: Fitch Rates $500 Mil. Sr. Unsecured Notes at B-
-------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR6' rating to R.H. Donnelley
Corp's $500 million issuance of senior unsecured notes.  Fitch
expects to rate Dex Media East's proposed $1.2 billion senior
secured credit facility 'BB+/RR1'.  Fitch has also withdrawn the
'B+/RR4' rating on the R.H. Donnelley, Inc. notes that have been
tendered as part of a previously announced transaction.  Fitch has
affirmed all other debt and Issuer Default Ratings.   The Rating
Outlook remains Stable.

The company announced that it intends to refinance its senior
secured credit facility at DXE with a $750 million term loan A, a
$350 million term loan B, and a $100 million revolver.  The
company also expects to tender for DXE's senior unsecured and
senior subordinated unsecured notes.  Fitch expects a portion
(approximately $300 million) of the proceeds from this
$500 million issuance to be used to repay debt at DXE.  The
remainder (approximately $200 million before fees and premiums)
would be dedicated to RHDI's secured credit facility.

The paydown of debt at RHDI slightly improves the recovery
prospects for debt at the RHD holding company level (Fitch
continues to rate RHD's senior unsecured 'B-/RR6'; two notches
from the IDR).  The recovery prospects at Dex Media Inc.  holding
company also should improve if the transaction is completed as
proposed.  DXI debt could be upgraded to 'B-/RR6' as it begins to
receive more recovery proceeds in the waterfall.  

Dex Media West is unaffected by this issuance, as it is unlikely
to benefit from lower debt levels at RHDI or DXE.  Fitch
recognizes that the company may pursue similar repayment actions
on DXW debt as the subordinate notes become callable in August
2008 (the senior unsecured notes became callable in August 2007)
and Fitch will address any further capital structure actions at
that time.

Going forward, Fitch expects management will likely balance debt
repayment with returns of capital to shareholders (including a
potential dividend) and that leverage levels will remain above 5.5
times for the next three to five years.  There is capacity for
selective repurchases and/or financially prudent dividends
incorporated into the IDR and recovery ratings.  Also, the
recently revised revenue, EBITDA and free cash flow guidance is
accommodated within RHD's 'B+' IDR.

Fitch has taken these rating actions:

R.H. Donnelley Corp. (RHD Holding Company)

  -- Issuer Default Rating affirmed at 'B+';
  -- Senior unsecured affirmed at 'B-/RR6'.

R.H. Donnelley Inc. (Operating Company; subsidiary of RHD)

  -- Issuer Default Rating affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured affirmed at 'B+/RR4';
  -- Senior subordinated, rated 'B+/RR4', withdrawn.

Dex Media, Inc. (Dex Holding Company; subsidiary of RHD)

  -- Issuer Default Rating affirmed at 'B+';
  -- Senior unsecured affirmed at 'CCC+/RR6.'

Dex Media East, Inc. (Operating Company; subsidiary of Dex)

  -- Issuer Default Rating affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured affirmed at 'BB/RR1';
  -- Senior subordinated affirmed at 'B-/RR6'.

Dex Media West, Inc. (Operating Company; subsidiary of Dex)

  -- Issuer Default Rating affirmed at 'B+';
  -- Bank facility affirmed at 'BB+/RR1';
  -- Senior unsecured affirmed at 'B/RR5';
  -- Senior subordinated affirmed at 'B-/RR6'.


ROUGE INDUSTRIES: Has Until November 19 to File Chapter 11 Plan
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended Rouge Industries and its debtor-affiliates'
exclusive periods to:

   a. file a Chapter 11 plan until Nov. 19, 2007; and
   b. solicit acceptances of that plan until Jan. 21, 2008.

As reported in the Troubled Company Reporter on Sept. 24, 2007,
the Debtors told the Court that it needs more time to finalize and
file a Chapter 11 liquidation plan.  In addition, the Debtors were
resolving certain issues, which is important to its ability to
propose a plan.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.  
The Asset Sale closed on Jan. 30, 2005.


ROYAL BANK: Moody's Holds Bank Financial Strength Rating at B+
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of the Royal Bank
of Canada (RBC -- long-term deposits at Aaa, bank financial
strength at B+, stable outlook) following the announcement that
the bank reached an agreement to acquire 100% of the RBTT
Financial Group (RBTT, not rated).

RBTT is a holding company that owns ten commercial banks in the
Caribbean.  RBC will combine RBTT with its Caribbean retail
banking operations.

Senior credit officer, Peter Routledge, stated "Moody's based the
rating affirmation on the improved franchise value of RBC's
Caribbean retail banking business, which offsets the anticipated
reduction in capital ratios at the Canadian parent bank."

The acquisition will bring together two businesses with
complementary franchises in the Caribbean.  RBTT has a strong
franchise in Trinidad & Tobago and Jamaica, with market shares of
27% and 14% respectively.  Meanwhile, RBC's operations in the
Bahamas and Barbados have similar levels of market presence.

Moody's stated that this acquisition, when combined with its
recent acquisition of Alabama National BanCorporation, will result
in a reduction in RBC's ratio of tangible common equity to risk-
weighted assets by an estimated 40-50 basis points. RBC's TCE
currently accounts for 7.2% of RWA.

"In Moody's view, the reduction in capitalization caused by RBC's
recent acquisitions is manageable at its current rating level,"
said Mr. Routledge.  "That said, negative rating pressure could
emerge if RBC's ratio of tangible common equity to risk-weighted
assets fell below 6%. In addition, negative rating pressure could
also emerge if RBC's regulatory Tier 1 capital ratio fell below
8%."

The Royal Bank of Canada is headquartered in Toronto, Canada. Its
assets totaled C$605 billion as of July 31, 2007. Headquartered in
Port of Spain, Trinidad & Tobago, RBTT Financial Group reported
total assets of $7.5 billion at
June 30, 2007.


RPHL ACQUISITION: June 30 Balance Sheet Upside-Down by $2 Million
-----------------------------------------------------------------
RPHL Acquisition Corp., formerly Rockport Healthcare Group Inc.'s
consolidated balance sheet at June 30, 2007, showed $1.1 million
in total assets and $3.1 million in total current liabilities,
resulting in a $2.0 million total shareholders' deficit.

The company's consolidated balance sheet at June 30, 2007, further
showed $1.1 million in total current assets available to pay
$3.1 million in total current liabilities.

On May 30, 2007, in conjunction with the sale of substantially all
of the operating assets of the business, the company changed its
name to RPHL Acquisition Corp.

The company reported a net loss of $141,045 for the first quarter
ended June 30, 2007, compared with a net loss of $87,319 for the
same period ended June 30, 2006.

Revenue for the three months ended June 30, 2007, was $437,687,
which was $267,220 or 37.9%, less than the revenue for the three
months ended June 30, 2006, of $704,907.  The decrease in revenue
was primarily attributable to several clients' significant loss of
customers and decreased access to the company's network of
healthcare providers.  

The primary reason for the increase in the net loss for the
current year quarter was due to the lower gross profit generated
from decreased revenues.

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?2405

                       Going Concern Doubt

Thomas Leger & Co. LLP, in Houston, expressed substantial doubt
about Rockport Healthcare Group Inc. nka. RPHL Acquisition Corp.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
March 31, 2007.  The auditing firm said that the company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.  

                      About RPHL Acquisition

Headquartered in Houston, RPHL Acquisition Corp., formerly
Rockport Healthcare Group Inc., prior to the sale of substantially
all of its operating assets, was a management company dedicated to
developing, operating and managing networks consisting of
healthcare providers and medical suppliers that serve employees
with work-related injuries and illnesses.


RYAN GOLF: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Ryan Golf, L.P.
        825 Commonwealth Avenue
        West Mifflin, PA 15122

Bankruptcy Case No.: 07-26264

Chapter 11 Petition Date: October 3, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

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.


RYERSON INC: Senior Notes Remains Convertible Until November 21
---------------------------------------------------------------
Ryerson Inc.'s 3.50% Convertible Senior Notes due 2024 started
being convertible on Oct. 4, 2007, and will remain convertible
through Nov. 21, 2007, the date on which Ryerson's fundamental
change repurchase offer is expected to expire.

The date of expiration of the fundamental change repurchase offer
will be extended one day for each day after Oct. 19, 2007, that
the closing of the merger with an affiliate of Platinum Equity LLC
occurs.
    
Pursuant to the indenture, the merger will constitute a
"fundamental change."  Ryerson expects that the merger will occur
on Oct. 19, 2007, assuming that Ryerson's shareholders approve the
merger and that the other conditions to closing are satisfied.  

It is possible that the merger may occur at a later date, but it
will not occur prior to Oct. 19, 2007.
    
Ryerson is required pursuant to the indenture to make an offer to
repurchase the Notes at 100% of the principal amount of the Notes,
plus any accrued but unpaid interest, within 30 days of the
fundamental change date.  Ryerson expects to make the offer on
Oct. 22, 2007, the first business day after the merger.
    
Each $1,000 principal amount of Notes may be exchanged for:

   a) $1,000 in cash;
  
   b) a number of shares of Ryerson common stock having a value
      equal to the amount that 46.7880 shares of Ryerson common
      stock times the average closing stock price over the ten
      trading days prior to the conversion exceeds $1,000; and

   c) additional shares, which are calculated based on the
      closing price on the actual closing date of the merger.

If the merger occurs on Oct. 19, 2007, each $1,000 principal
amount of Notes would be convertible into 1.1026 additional shares
of Ryerson common stock.  The number of additional shares to which
holders of the Notes will be entitled will decrease for each day
after Oct. 19, 2007 that the merger is delayed.

For more information on notes conversion contact:

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

                        About Ryerson Inc.

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Ryerson Inc., including its 'B+' corporate credit rating.  S&P
removed all ratings from CreditWatch, where they had been placed
with negative implications on July 24, 2007, after the company
after it has agreed to be acquired by Platinum Equity for around
$2 billion.


SANDRA DEOCAMPO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sandra DeOcampo
        2101 Shoreline Drive
        Alameda, CA 94501

Bankruptcy Case No.: 07-43214

Chapter 11 Petition Date: October 1, 2007

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Albert M. Kun, Esq.
                  Law Offices of Albert M. Kun
                  381 Bush Street, Suite 200
                  San Francisco, CA 94104
                  Tel: (415) 362-4000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SARDIS CHURCH: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sardis Church Road Partners, LLC
        4222 Rickenbacker Drive, Suite 5
        Atlanta, GA 30342

Bankruptcy Case No.: 07-76267

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Kirkley Associates, Inc.         engineering services    $130,000
attn: John M. Kirkley
1868 Independence Square
Suite C
Atlanta, GA 30338

Gwinnett County                  ad valorem taxes         $15,000
Tax Commissioner
75 Langley Drive
Lawrenceville, GA 30045

Hartman Simons                   legal services            $8,000
Spielman & Wood
attn: A. Josef DeLisle, Esq.
6400 Powers Ferry Road
Northwest, Suite 400
Atlanta, GA 30339


SOLECTRON CORP: Agent Discloses Final Result of Exchange
--------------------------------------------------------
Computershare Shareholders Services Inc., the exchange agent for
the transaction, reported final results for the elections made by
Solectron Corporation stockholders regarding the form
of merger consideration they will receive in the merger with
Flextronics International Ltd.  Computershare has calculated that
of the 918,438,865 shares of Solectron common stock outstanding as
of the effective time of the merger:
    
   -- 725,108,506 of the outstanding Solectron shares have
      submitted valid elections to receive Flextronics
      ordinary shares;
    
   -- 81,440,695 of the outstanding Solectron shares have
      submitted valid elections to receive cash; and
   
   -- 111,889,664 of the outstanding Solectron shares did not
      submit valid elections.

Pursuant to the terms of the merger agreement, Solectron
stockholders were entitled to elect to receive either 0.3450 of a
Flextronics ordinary share or $3.89 in cash for each share of
Solectron common stock, subject to proration due to minimum and
maximum limits on the amount of stock consideration and cash
consideration.  The election deadline expired at 5:00 p.m., EDT,
on Sept. 27, 2007.

Based on the election results and the terms of the merger
agreement:

   -- Solectron stockholders who elected to receive stock
      consideration will receive Flextronics ordinary shares
      with respect to approximately 88.66% of their Solectron
      shares and cash with respect to approximately 11.34% of
      their Solectron shares;
    
   -- Solectron stockholders who elected to receive cash
      consideration will receive cash with respect to all of
      their Solectron shares; and
    
   -- Solectron stockholders that failed to submit a valid
      election will receive cash with respect to all of their
      Solectron shares.
    
Flextronics will pay approximately $1.07 billion in cash and issue
approximately 221.8 million Flextronics ordinary shares pursuant
to the merger.  No fractional Flextronics ordinary shares will be
issued.  Instead, each Solectron stockholder that would otherwise
be entitled to receive Flextronics fractional shares will receive
an amount in cash based on
$11.42 per Flextronics ordinary share, the average of the per
share closing prices of Flextronics ordinary shares reported on
the NASDAQ Global Select Market during the five consecutive
trading days ending on the trading day immediately preceding the
closing date of the merger.

Solectron stockholders with questions regarding individual
allocation results should contact Innisfree M&A Incorporated toll
free from within the United States and Canada at 877-825-8971.

                About Flextronics International

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an     
Electronics Manufacturing Services provider focused on delivering
design, engineering and manufacturing services to automotive,
computing, consumer digital, industrial, infrastructure, medical
and mobile OEMs.  Flextronics helps customers design, build, ship,
and service electronics products through a network of facilities
in over 30 countries on four continents.

                  About Solectron Corporation

Based in Milpitas, California, Solectron Corporation (NYSE: SLR)
-- http://www.solectron.com/-- provides complete product    
lifecycle services.  The company offers collaborative design and
new product introduction, supply chain management, lean
manufacturing and aftermarket services such as product warranty
repair and end-of-life support to customers worldwide.  The
company works with the providers of networking, computing,
telecommunications, storage, consumer, automotive, industrial,
medical, self-service automation and aerospace and defense
products.  The company's Lean Six Sigma methodology provides OEMs
with quality, flexibility, innovation and cost benefits that
improve competitive advantage.  Solectron operates in more than 20
countries on five continents.

                          *     *     *

Moody's Investors Service 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.


SPECTRUM BRANDS: Names Anthony Genito as Chief Financial Officer
----------------------------------------------------------------
Spectrum Brands, Inc. disclosed that Amy J. Yoder will assume the
title of President, United Industries, effective immediately.  In
addition, the company named Anthony L. Genito to the position of
Executive Vice President and Chief Financial Officer.  Both Ms.
Yoder and Mr. Genito will continue their current reporting
relationship to Chief Executive Officer Kent J. Hussey.

"Amy is an outstanding executive who during her short tenure with
Spectrum Brands has been instrumental in setting our Home & Garden
division on the path to improved operating performance and
profitable growth," Mr. Hussey said.  "Her track record of driving
change, combined with her expertise in the home and garden
industry, will benefit the organization as we execute against our
growth strategy for this business. We're pleased to recognize her
contributions with this well-earned promotion."

"Tony has played a key leadership role in Spectrum Brands' finance
organization since joining the company three years ago," Mr.
Hussey continued.  "His new role as Executive Vice President
recognizes his broader role in the strategic planning and
operational oversight of the company.  We are very pleased to have
the benefit of his expertise and leadership as we continue to
address opportunities for value creation."

Ms. Yoder, 40, who most recently served as Executive Vice
President, Home & Garden, joined Spectrum Brands in March of 2007.  
She previously served as Vice President and General Manager of
Chemtura Corporation's Consumer Products Division.  Her background
includes more than 15 years experience in the consumer products
and agribusiness industries in a variety of leadership positions
with Chemtura, Nufarm Americas, United Agri Products, Monsanto and
E.I. DuPont de Nemours.

Mr. Genito, 50, has over 27 years of management, finance and
operational experience, and most recently served as the company's
Senior Vice President and Chief Financial Officer.  He joined
Spectrum Brands in 2004 as Vice President, Finance. Prior to
joining the company, Genito was vice president - global supply
chain/global quality operations with Schering-Plough Corporation,
culminating twelve years with that company in various financial
positions of increasing responsibility.  He began his career with
Deloitte & Touche.

                    About Spectrum Brands Inc.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a consumer products  
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.  
Spectrum Brands' products are sold by the world's top 25 retailers
and are available in more than one million stores in 120 countries
around the world.  The company has manufacturing and distribution
facilities in China, Australia and New Zealand, and sales offices
in Melbourne, Shanghai, and Singapore.  The company has
approximately 8,400 employees worldwide.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has assigned a 'B/RR1' rating to Spectrum Brand's
new four-year, $225 million senior secured asset-backed loan
facility priced at LIBOR +225 basis points.  Fitch also affirmed
these ratings: Issuer Default Rating at 'CCC', $1 billion term
loan B at 'B/RR1', EUR350 million term loan at 'B/RR1', $700
million 7.4% senior subordinated notes at 'CCC-/RR5', $2.9 million
8.5% senior subordinated notes at 'CCC-/RR5', and $347 million
11.25% variable rate toggle senior subordinated notes at 'CCC-
/RR5'.  The Rating Outlook is Negative.


STEEL DYNAMICS: Inks Agreement to Buy OmniSource for $1 Billion
---------------------------------------------------------------
Steel Dynamics Inc. and OmniSource Corporation have executed
a definitive agreement whereby Steel Dynamics will acquire
OmniSource.  Pursuant to the agreement, which has been unanimously
approved by the boards of directors of both companies, Steel
Dynamics will acquire all of the outstanding stock of OmniSource
Corporation in a transaction valued at more than $1 billion.  

OmniSource shareholders will receive 9.7 million shares of Steel
Dynamics stock and $425 million in cash.  The aggregate
transaction value includes the assumption by SDI of certain
liabilities, including net debt, which is expected to be
approximately $210 million at closing.

Completion of the transaction is subject only to regulatory
approval, and is expected to close in November 2007.
    
OmniSource will operate as a wholly owned subsidiary of Steel
Dynamics and will continue its focus on the ferrous and nonferrous
scrap processing, brokerage, and industrial scrap management needs
of its customers.  SDI's existing scrap operations in Virginia and
Tennessee will be consolidated
into OmniSource, as will its planned scrap processing facility in
Indianapolis, Indiana.

The acquisition is expected to result in synergies of
approximately $15 million per year.
    
Danny Rifkin, OmniSource's President and CEO, will join the SDI
management team as an executive vice president of SDI's formed
recycled metals platform.  He will lead the OmniSource
subsidiary as president and chief operating officer.  
Mr. Rifkin will also be named to SDI's board.
    
"This acquisition creates a significant new business platform for
SDI and represents a quantum leap as it would regard strategic
expansion into the steel scrap and recycled metals sector, which
is an important element of our overall growth plan," Keith Busse,
SDI's chairman and CEO, commented.  

"Aside from the fact that scrap is a critical resource for our
steelmaking operations, and Omni has historically been one of our
largest suppliers, this acquisition opens the door for further
profitable growth in a sector of increasing relevance on a global
scale," Mr. Busse continued.  "OmniSource is one of the premier,
if not the premier organization in both the ferrous and non-
ferrous scrap industries, and has demonstrated its ability to
successfully grow its business."
    
"When considered in conjunction with SDI's mining and minerals
projects in the State of Minnesota, Steel Dynamics will become
the only domestic steelmaker to have a significant presence in
both the virgin iron ore and ferrous recycling markets," said
Mr. Busse.  These initiatives are expected to play a significant
role in SDI's future steelmaking growth."
    
"This transaction presents a unique opportunity for all
stakeholders and presents our employees with new growth
opportunities," Mr. Rifkin added.  "We have been associated with
Steel Dynamics since its founding, and applaud the tremendous
success that the company has achieved."  

"I believe that the addition of OmniSource to the SDI family will
prove to be very strategic over the long- term, and we look
forward to continued growth and expansion in the scrap industry
tied to the world-class service for which OmniSource has become
known," Mr. Rifkin said.  "I am personally excited to join the SDI
management team, and to play a significant role in the broader
scope of an integrated metals company."
    
Morgan Stanley served as financial advisor to Steel Dynamics and
legal advice was provided by McDermott Will & Emery and Haller &
Colvin.  Eastman Smith served as legal counsel for OmniSource.
    
                  About OmniSource Corporation

Based in Fort Wayne, Indiana, OmniSource Corporation –
http://www.omnisource.com/-- is a privately held company that is  
one of North America's metal recycling companies.  The company
employs 2,100 people in 42 locations across the eastern U.S. and
Canada.

                   About Steel Dynamics Inc.

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array  
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.  
The company operates in the eastern U.S. and employs approximately
3,900 people.


STEEL DYNAMICS: OmniSource Deal Cues S&P to Affirm 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Fort Wayne, Indiana-based Steel Dynamics Inc.  
The action followed the company's recent announcement that it had
agreed to acquire OmniSource Corp. (unrated), a scrap processor
and trader, for about $1.1 billion in cash, shares, and assumed
debt.  Approximately 40% of the consideration will be in SDI
common shares.  The outlook is stable.
     
At the same time Standard & Poor's affirmed its 'BB+' rating on
the company's outstanding 6.75% senior unsecured notes due 2015.
     
"This affirmation is predicated on the assumption that the company
will take steps in the near term to reduce the amount of secured
debt in its capital structure, as a percent of assets, to around
15%, consistent with our notching guidelines," said Standard &
Poor's credit analyst Marie Shmaruk.  "To the extent the company
does not do so, the notes could be downgraded."
     
S&P estimate total debt, pro forma for the acquisition, to be in
the $1.7 million to $1.8 billion range at close.
     
"The affirmation of the rating reflects SDI's improved operating
diversity and product mix from the OmniSource acquisition, as well
as from the acquisition of The Techs, a flat-rolled steel
galvanizing company, earlier this year," Ms. Schmaruk said.
     
The OmniSource acquisition provides the company with the ability
to internally source most of its scrap needs.  However, overall
debt levels have increased and the company's financial policy
remains aggressive.  Nevertheless, S&P expect that, although pro
forma debt levels are high compared with historical levels, the
company will use internally generated cash flow, in the current
relatively strong operating environment, to improve its balance
sheet.  In addition, S&P expect the company to defer share
repurchases and additional
debt-financed acquisitions in the near to intermediate term, until
more conservative credit metrics are achieved.
     
"Over the long term, we remain concerned about potential margin
squeezes for domestic steel producers given the pace of global
steel capacity expansion, especially in flat-rolled products,
which represent around 50% of the company's steel sales,"
Ms. Shmaruk said.  "An influx of cheap imports could drive down
prices while key input costs remain high.  Still, the company's
business mix and cost position should enable it to manage future
downturns effectively."
     
"We could revise the outlook to negative should SDI make
additional meaningful debt-financed acquisitions or share
repurchases or if the markets significantly weakens, although we
believe the risk of this occurring is low," said Ms. Shmaruk.  "We
could revise the outlook to positive if the company appears to be
on track to completing its expansion plans without significantly
increasing its debt while demonstrating its willingness to
maintain an investment-grade financial policy and balance sheet."


SWEET TRADITIONS: Taps RSM McGladrey as Financial Consultant
------------------------------------------------------------
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 RSM McGladrey Financial Process Outsourcing
LLC as their consultant.

RSM will provide the Debtors various core business services,
including financial statement processing, accounts payable
processing, fixed assets accounting, and sales and deposits.

The Debtors will pay RSM based on:

   a. a flat fee of $630 per monthly accounting period per
      restaurant for the first contract year for core services;

   b. an hourly rate fee schedules ranging from $100 to $125 for
      non-core services;

   c. a one-time charge of less than $7,000 to establish the
      bankruptcy reporting protocols.

The Debtors tell the Court that they have selected RSM because it
is a leading provider of services to mid-sized businesses and has
an experienced staff familiar with the restaurant industry.

The Debtors assure the Court that RSM has not represented any
creditors of the Debtors with any matters related or adverse to
the Debtors.

The firm can be reached at:

             Jamie D. Hogan, Director
             RSM McGladrey Financial Process Outsourcing LLC
             2445 Darwin Road, Suite 100
             Madison, WI 53704
             Tel: (800) 274-3978
             http://www.rsmmcgladrey.com/

Saint Louis, Missouri-based Sweet Traditions LLC --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet   
Traditions of Illinois LLC, 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: Taps Staubach Retail as Real Estate Broker
------------------------------------------------------------
Sweet Traditions LLC and Sweet Traditions of Illinois LLC ask the
U.S. Bankruptcy Court for the Eastern District of Missouri for
permission to hire Staubach Retail Services - Midwest Inc. as
their real estate broker.

Staubach will help negotiate a sale of Sweet Traditions' 12 real
property interests in Illinois and Indiana.

Staubach and Sweet Traditions had signed an exclusive
authorization of sale agreement on May 1, 2007, and as amended
July 1, under which agreement Staubach was granted exclusive right
to act as broker for the sale of Sweet Traditions' Illinois and
Indiana properties.

The agreement also provided that Sweet Traditions will pay
Staubach a commission of 3% of the selling price of the property
and 3% of the remaining ground lease value not to exceed 10 years.  

The Debtors believe that Staubach has not represented any
creditors of the Debtors in connection with any matters related or
adverse to the Debtors.

The firm can be reached at:

             Adam Cody, Licensed Real Estate Broker
             Staubach Retail Services - Midwest Inc.
             c/o The Staubach Company
             15601 Dallas Parkway, Suite 400
             Addison, Texas 75001
             Tel: (800) 944-0012
             http://www.staubach.com/

Saint Louis, Missouri-based Sweet Traditions LLC --
http://www.sweettraditions.com/-- and its debtor-affiliate, Sweet   
Traditions of Illinois LLC, 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.


SYMETRA FINANCIAL: S&P Rates Proposed $150 Million Notes at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' preferred
stock rating to Symetra Financial Corp.'s proposed $150 million
issue of capital-efficient notes with a scheduled maturity of 30
years and a final maturity of 60 years.
     
At the same time, Standard & Poor's affirmed its 'BBB-'
counterparty credit and senior debt ratings on SFC and its 'A-'
counterparty credit and financial strength ratings on SFC's
operating subsidiaries Symetra Life Insurance Co. and First
Symetra National Life Insurance Co. NY.
     
The outlook on all of these companies remains positive.
     
Because the notes permit the deferral of interest for at least
five years without giving rise to an event of default, Standard &
Poor's classifies these notes as having intermediate equity
content, and so they are eligible for full equity credit until
they are within 20 years of scheduled maturity and no equity
credit thereafter.  The issue proceeds will be used to pay a cash
dividend to shareholders in advance of SFC's proposed secondary
offering.
     
The ratings reflect the diverse sources of earnings of the
consolidated organization and management's continuing
commitment to maintaining a conservative financial profile
appropriate for the ratings and aspirations for higher ratings.
Offsetting these strengths are the competitive pressures and
modest scope of its chosen market niches, pressure on net margins
because of the low interest rate environment, and challenges to
fully restoring traction selling annuities through banks.
     
The positive outlook, assigned on Dec. 8, 2006, continues to
reflect S&P's expectation that the ratings could be raised by one
notch in one to two years, provided management maintains its
conservative financial profile, with modest leverage and strong
coverage ratios while sustaining its competitive advantage by
expanding SFC's diverse market presence while, generating strong
earnings and controlling expenses


TELESAT HOLDING: S&P Assigns 'B+' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Ottawa-based Telesat Holding Co.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating, with a '2' recovery rating, to Telesat subsidiary Telesat
Canada's (BBB-/Watch Neg/--) proposed senior secured facility,
which comprises a five-year CDN $160 million multicurrency senior
secured revolving facility, a five-year CDN $500 million term loan
A, a seven-year $1.44 billion term loan B, and a seven-year $150
million delayed-draw term loan B.  

The '2' recovery rating reflects our expectation of a substantial
(70%-90%) recovery of principal in the event of a payment default.  
The bank loan is rated one notch above the corporate credit rating
on the parent holding company.
     
Proceeds from the financing, together with either a $910 million
unsecured senior note offering (to be rated at launch) or a
$910 million unsecured bridge facility (not rated), will partially
fund the acquisition of Telesat Canada and Loral Skynet Corp. (not
rated), by New York-based Loral Space & Communications Inc. (not
rated) and the Montreal, Quebec-based Public Sector Pension
Investment Board (PSP; AAA/Stable/A-1+).  The combined Telesat
Canada/Loral Skynet entity will supercede the existing Telesat
Canada entity.  Once the Telesat Canada acquisition is completed,
the ratings on the existing Telesat Canada will be removed from
CreditWatch and withdrawn.  The new Telesat Canada will be rated
the same as the parent Telesat.
     
Loral will hold a 64% economic and a 33.33% voting stake, while
PSP will hold a 36% economic and a 67.67% voting stake in Telesat
Canada.  At the close of the transaction, the sponsors will
contribute about CDN $800 million in cash equity, of which $150
million will be structured as senior preferred shares.  S&P expect
total debt to be about C$3 billion at close of the transaction.
     
"The rating on Telesat, the fourth-largest player in the fixed
satellite services market, reflects its high degree of customer
and geographic concentration; limited, albeit improving, satellite
breadth; small size relative to global peers; high debt leverage;
and weak credit protection measures," said Standard & Poor's
credit analyst Madhav Hari.  These factors are partially offset by
the company's strong market position as the dominant satellite
provider in Canada; solid revenue visibility given long-term
contracts with well-established direct-to-home broadcast
customers; healthy remaining life of in-orbit satellites; and
strong operating margins.  Telesat is a leading provider of
satellite communication services in the $51 billion-plus global
fixed satellite services market, supplying video, voice, data, and
Internet backbone connectivity to more than 460 customers in North
America, Europe, Asia, and Latin America.
     
The outlook is stable.  High debt service costs, coupled with high
levels of capex to support planned satellite launches, preclude a
material reduction of debt in the near term.  However, cash flow
should improve in the medium term, driven by healthy EBITDA growth
from new satellites, cost savings from the Telesat Canada/Loral
Skynet integration, and lower capex after 2008.  S&P could revise
the outlook to positive in the medium term should Telesat have
better-than-expected EBITDA growth, and if the company's credit
metrics improve meaningfully.  Conversely, S&P could revise the
outlook to negative if leverage were to increase because the
company was unable to realize synergies, incurred unexpected costs
for satellite replacement, or embarked on a more aggressive growth
strategy.


TONI STUFFT: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Toni Laray Stufft
        P.O. Box 628
        Lakeside, MT 59922

Bankruptcy Case No.: 07-61153

Chapter 11 Petition Date: October 3, 2007

Court: District of Montana

Judge: Ralph B. Kirscher

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
The Mortgage Source                                       $86,062
114 1st Avenue West
Kalispell, MT 59901

G.M.A.C.                                                  $32,588
P.O. Box 130424
Roseville, MN 55113

Capital One                                                $3,965
P.O. Box 60024
C of industry, CA 91716

Gallatin County Mental                                     $1,450
Hospital

James H. Cossitt, P.C.                                       $553

Discover                                                     $550


TORONTO-DOMINION: To Acquire Commerce Bancorp for $8.5 Billion
--------------------------------------------------------------
TD Bank Financial Group and Commerce Bancorp Inc. have signed a
definitive agreement for TDBFG to acquire Commerce Bank in a 75%
stock and 25% cash transaction valued at US$8.5 billion.

"Acquiring Commerce Bank offers a singularly unique and compelling
opportunity for our shareholders -- one that is both a strategic
fit and a superior value creation opportunity through accelerated
organic growth," Ed Clark, President and Chief Executive Officer,
TD Bank Financial Group, said.  "The combination of Commerce with
TD Banknorth doubles the scale of our US banking business and
accelerates our transformation to a leading North American
financial institution.  Commerce brings an impressive geographic
footprint and market share in a contiguous region and a
complementary North American retail banking business model."

The addition of Commerce Bank would give TD Bank Financial Group
more than 2,000 branches in North America and approximately one-
quarter of a trillion dollars in deposits, making it the first
bank with critical mass in both the Canadian and US markets.  TD
Bank Financial Group will become the seventh largest bank in North
America as measured by branch locations.

"Our joining forces with TD Bank Financial Group opens the door to
tremendous new growth opportunities," Dennis DiFlorio, Chairman,
Commerce Bank N.A., said.  "Combining TD's broad array of
sophisticated retail and commercial products with our unparalleled
banking convenience is truly exciting.  We are
delighted for our customers, employees and shareholders."

               Description of the Transaction

Under the agreement, Commerce shareholders will receive 0.4142
shares of a TD common share and US$10.50 in cash in exchange for
each common share of Commerce Bancorp Inc.  The consideration was
negotiated on the basis of US$42.00 per share value for Commerce
Bank.  The transaction value based on the
Oct. 1, 2007 closing price of TD common shares is $42.37.  The
transaction will be taxable for Commerce shareholders for US
federal income tax purposes, including the TD shares they receive.

Following the completion of the transaction, TDBFG expects to take
a one time restructuring charge of approximately US$490 million
pre-tax.  On a GAAP basis, the transaction is expected to be 28
cents dilutive in fiscal 2008 and 22 cents dilutive in 2009 to
TD's earnings, and 10 cents dilutive in 2008 and flat in 2009 on
an adjusted basis.  The deal is expected to close in March or
April 2008 subject to approvals from Commerce shareholders and US
and Canadian regulatory authorities.

Commerce has determined to take certain actions with respect to
its balance sheet, with the intention of reducing the exposure to
changes in interest rates.  The company intends to sell a portion
of its fixed-rate investment securities portfolio and reinvest in
short term or floating rate AAA-rated securities. Commerce
presently anticipates that it will record an after-tax charge of
approximately US$150 million in the third quarter related to these
actions.  In addition, Commerce has agreed to negotiate the sale
of Commerce Banc Insurance Services, Inc. to George E. Norcross,
III, Chairman and Chief Executive Officer of Commerce Banc
Insurance Services, Inc. and a director of the Commerce Board,
subject to the approval of TD Bank Financial Group.

Mr. DiFlorio and Bob Falese, President and Chief Executive
Officer, Commerce Bank will continue to be responsible for running
Commerce, based at its headquarters in Cherry Hill, New Jersey and
will report to Bharat Masrani, President and Chief Executive
Officer, TD Banknorth upon the conclusion of the
transaction.

                TD Banknorth's Growth Strategy

"Commerce gives us scale in the Mid-Atlantic and will allow us to
turbocharge our organic growth strategy," Mr. Masrani said.  "We
look forward to creating the first truly integrated, North
American financial services powerhouse."

                          Advisors

TD Securities Inc., J.P. Morgan Securities Inc. and Keefe,
Bruyette & Woods, Inc. are serving as financial advisors and
Simpson Thacher & Bartlett LLP is serving as legal advisor to TD
Bank Financial Group.  Goldman, Sachs & Co. is serving as
financial advisor and Sullivan & Cromwell LLP is serving as
legal advisor to Commerce Bancorp Inc.

                Commerce Bank Key Facts & Figures

As "America's Most Convenient Bank," Commerce Bank offers personal
and commercial banking, insurance, investment planning and wealth
management services.

The Bank's "have it your way" approach emphasizes Commerce's
hallmark products and services including seven-day branch banking,
free personal chequing, online banking and stock trading at
commerceonline.com, and 1-800-YES-2000, a full-service, 24-hour
bank-by-phone system.

In a market of highly critical customers, Commerce Bank ranks
highest in satisfying banking customers in the New York City
metropolitan area, according to the J.D. Power and Associates 2006
Retail Banking Satisfaction Study.

The operations of Commerce Bank include:

   * Nearly 460 locations and close to 700 Automated Teller
     Machines throughout New Jersey, New York, Connecticut,
     Pennsylvania, Delaware, Washington, DC, Virginia, Maryland
     and Southeast Florida,

   * 2.4 million customers,

   * $100 million in average deposits per branch,

   * $48 billion in assets as of June 30, 2007,

   * $44 billion in deposits as of June 30, 2007, and

   * More than 15,000 employees.

                    About Commerce Bancorp

Headquartered in Cherry Hill, New Jersey, Commerce Bancorp Inc.  
(NYSE: CBH) – http://www.commerceonline.com/-- offers a wide  
range of financial products and emphasizes consumer-friendly
service, with many of its offices open seven days a week.  
Commerce Bank is a retailer of financial services with almost 460
convenient stores in Metropolitan New York, Metropolitan
Philadelphia, Metropolitan DC and Southeast Florida.

                          About TD Bank

Headquartered in Toronto, Canada, The Toronto-Dominion Bank (TSE;
NYSE; Tokyo Stock Exchange: TD) -- http://www.td.com/-- and its  
subsidiaries are collectively known as TD Bank Financial Group.  
TD Bank Financial Group serves more than 14 million customers in
four key businesses operating in a number of locations in key
financial centres around the globe: Canadian Personal and
Commercial Banking, including TD Canada Trust; Wealth Management,
including TD Waterhouse and an investment in TD Ameritrade; U.S.
Personal and Commercial Banking through TD Banknorth; and
Wholesale Banking, including TD Securities.  TD Bank Financial
Group also has more than 4.5 million on-line customers.

                           *     *     *

As reported in yesterday's Troubled Company Reporter, 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).


UNITED HERITAGE: Blackwood Buys Mize's Shares for $5 Million
-------------------------------------------------------------
Blackwood Ventures LLC has acquired on Sept. 26, 2007, all of
Walter G. Mize's securities in United Heritage Corporation, for an
amount of $5.017 million, which represents a majority of the
company's outstanding voting power.

Mr. Mize, who prior to this transaction was the company's largest
shareholder and a member of the board of directors, plans to
continue as a director of the company.
    
"We have acquired the shares as an investment which we intend to
actively manage," Andrew Taylor-Kimmins, a principal of Blackwood
Capital Limited, stated.  "United Heritage has four leases
covering 10,500 acres in the Wardlaw Field located in Edwards
County, Texas.  We believe that this acreage possesses immense
potential and it is important to note that there has already been
oil production from the field.  We expect to complete a pilot
project on this acreage during the first quarter of 2008."
    
In exchange for $5.017 million, BVL has secured:

   -- 3,759,999 shares of common stock in United Heritage;
   
   -- a warrant to subscribe for 953,000 shares of common stock
      at $3.15 per share;

   -- a warrant to subscribe for 1,000,000 shares of common
      stock at $3.36 per share; and

   -- a third warrant to subscribe for 953,000 shares of common
      stock at $3.75 per share.
    
"After a year of investigation, we believe we are investing in a
project that will provide substantial economic returns to the
shareholders of United Heritage Corporation over the course of the
next several years," Taylor-Kimmins concluded.  "As we develop
this asset, UHCP will continue to evaluate other oil projects,
heavy and light, sweet and sour."

                 About Blackwood Ventures LLC

Blackwood Ventures LLC  -- http://www.blackwoodventuresllc.com/--  
is a limited liability company organized in the State of Delaware
with Blackwood Capital Limited as its managing member.

                      About United Heritage

Headquartered in Midland, Texas, United Heritage Corporation
(NasdaqCM: UHCP) is an independent producer of natural gas and
crude oil based in Midland, Texas.   It holds two leaseholds in
the Wardlaw Field comprising 10,360 gross acres of land and 130
wellbores located approximately 28 miles west of Rocksprings in
Edwards County, Texas.  United Heritage Corporation was previously
a subsidiary of Lothian OilInc.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2007,
the company's consolidated balance sheet, at June 30, 2007, showed
$6.1 million in total assets, $5.1 million in total liabilities,
and $1 million in total stockholders' equity.

                      Going Concern Doubt

Weaver and Tidwell L.L.P., in Fort Worth, Texas, expressed
substantial doubt about United Heritage Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of March 31, 2007, and 2006.  
The auditing form reported that the company sold all of its proved
reserves in 2006 and currently does not have significant revenue
producing assets.  In addition, the auditing firm said that the
company has limited capital resources and it's majority
shareholder who was financing the company's development filed for
bankruptcy subsequent to March 31, 2007.


US AIRWAYS: To Reduce Pittsburgh Service In Early 2008
------------------------------------------------------
US Airways plans to reduce mainline flying in January from 31 to
22 daily flights, focusing on customers' preferred destinations,
as the airline continues to maximize the financial stability of
its Pittsburgh operation.  

As part of the new schedule, regional flying to smaller cities is
expected to be reduced from 77 to 46 daily flights.  Most of the
expected reductions for smaller cities reflect decisions that the
Company expect to be made by independent regional carriers that
develop their own plans and schedules.  These carriers have not
finalized their schedules so the overall level of Express flying
may change.

With the reduced schedule, US Airways' flight crew base will close
and approximately 500 pilots and flight attendants will now bid
for trips that originate from other domiciles within the US
Airways system.  Also with the new schedule, US Airways mainline
airport agents and ramp employees will take over customer service
and ground-handling duties for 350 US Airways Express employees at
wholly owned carrier PSA Airlines, Inc.  Those Express employees,
along with about 100 US Airways mainline airport employees, will
be offered jobs elsewhere throughout the US Airways system.

"We've worked very carefully over the past two years to make the
right decisions at Pittsburgh for our customers and the airline as
a whole, always mindful of the impact those decisions may have on
our employees," said Doug Parker, US Airways chairman and CEO.  
"Unfortunately our ability to operate profitably from Pittsburgh
has been sharply eroded over the past few years and the hub lost
more than $40 million over the past 12 months alone.  We need to
acknowledge the economic realities of today and move forward so
that our Pittsburgh service provides a positive contribution to
our system as a whole.  Even after these flight reductions, US
Airways will still fly more flights to more cities from Pittsburgh
than any other airline.

"This was a very difficult decision, primarily because of the
impact it has on an outstanding group of US Airways and PSA
employees.  We are committed to ensuring that all affected
employees are treated fairly and compassionately.  We are offering
jobs elsewhere on the US Airways system to all affected ground
employees, and those who choose not to accept such a move will be
offered severance pay," Parker said.

The airline reaffirmed its commitment to build a new 600-employee
Operations Control Center at Pittsburgh, and the airline will
continue to employ 730 mechanics at its heavy maintenance base at
the Pittsburgh airport.  "US Airways has a proud history in
Pittsburgh and will continue to be a major employer in the area,"
Parker said.

The airline's reduced schedule takes effect Jan. 6, 2008.

                          Customers

Customers will continue to fly to the most popular destinations
from Pittsburgh, including larger East and West Coast business
markets like Los Angeles, San Francisco, New York, Washington,
D.C., and Raleigh-Durham, and US Airways hubs in Philadelphia,
Charlotte, N.C. and Phoenix.  Non-stop service to Florida will
also continue.  The expected reductions for smaller cities reflect
decisions that USAir expects to be made by independent regional
carriers to reduce flying.  About half of the expected reductions
will be made by regional carriers that operate as independent
franchises.

                           Employees

There will be no pilot or flight attendant furloughs as a result
of the flight reduction, but the closing of a crew base means
pilots and flight attendants who live in Pittsburgh and fly trips
that originate in Pittsburgh will now bid for schedules that
originate in other bases, including Charlotte, Philadelphia, New
York LaGuardia, Boston and Washington, D.C. The airline expects
that most, if not all, Pittsburgh-based pilots and flight
attendants will continue to live in Pittsburgh and commute to
these other bases to fly their schedules.

The US Airways mainline ground jobs will be eliminated and those
employees will be offered jobs elsewhere throughout US Airways'
system.  Approximately 350 employees of US Airways' wholly owned
subsidiary PSA, which operates as US Airways Express, will also be
offered jobs elsewhere in the airline's system or be placed on
furlough.

The airline will continue to be a major employer in Pittsburgh
with approximately 1,800 jobs remaining in the area as part of the
airline's heavy maintenance base, operations control center and
remaining airport personnel.

                           Facilities

As of October 3, 2007, the airline leases 29 gates and with the
new schedule, its gate usage requirements will be lower.  US
Airways will meet with PIT airport officials in the near future to
discuss its current and future space requirements.  The airline
will maintain its frequent flyer club, heavy base maintenance
operation and operations control center in Pittsburgh.

                      Increased Competition

Dan Onorato, Allegheny County Executive says US Airways'
announcement was a "direct result of increased competition and the
addition of 13 low-cost carriers at Pittsburgh International
Airport," The Associated Press reports.

"The other airlines at Pittsburgh International Airport have been
growing, and origination passenger traffic is up by 11%," said
Glenn R. Mahone, chairman of the Allegheny County Airport
Authority, according to the AP.  "We expect that other airlines,
as they have done in the past, will fill in the gaps left by US
Airways changes."

New York-based airline consultant Robert W. Mann, however,
believes that US Airways' decision to pull out of regional markets
served by Pittsburgh International may signal its plans for
elsewhere, says the report.

                         About US Airways

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

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

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

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

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


US REDUCTION: Court Extends Filing of Schedules Until November 5
----------------------------------------------------------------
U.S. Bankruptcy Court for the Southern District of New York gave
U.S. Reduction Inc. until Nov. 5, 2007 to file its schedules of
assets and liabilities, statements of financial affairs, and list
of executory contract, unexpired leases, and equity security
holders.

The Debtor explains to the Court that it has very scant time to
assemble and prepare the information necessary to complete the
schedules, statements and list before the filing of its chapter 11
case.  Furthermore, the Debtor's president is working in Dubai,
United Arab Emirates, and will be unable to work with the company
to prepare, revise and file the needed documents.

Thus, the Debtor required additional time to prepare.

Headquartered in New York, U.S. Reduction Inc. develops oil, gas,
steel, aluminum and other metals.  The company filed for chapter
11 protection on Sept. 14, 2007 (Bank. S.D.N.Y. Case No.
07-12897).  When the Debtor filed for bankruptcy, it listed
estimated assets and debts of $1 million to $100 million.


US REDUCTION: Court Approves Del Virginia as Bankruptcy Counsel
---------------------------------------------------------------
U.S. Reduction Inc. obtained permission from Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York to employ Law Offices of Gabriel Del Virginia as its
bankruptcy counsel.

Del Virginia is expected to:

   (a) provide the Debtor legal advice regarding its
       authorities and duties as a debtor-in-possession in the
       continued operation of its business and the management
       of its property and affairs;

   (b) prepare all necessary pleadings, orders, and related
       legal documents and assist the Debtor and its accounting
       professionals in preparing monthly reports to the Office
       of the U.S. Trustee; and

   (c) perform any additional legal services to the Debtor
       which may be necessary and appropriate in the conduct
       of this case.

The company has paid the firm a retainer in the amount of $13,500.

To the best of the Debtor's knowledge, the firm represents no
interest adverse to the Debtor or its estate and their employment
would be in the best interest of the Debtor, its estate and its
general creditor body.

The firm can be reached at:

        Law Offices of Gabriel Del Virginia
        641 Lexington Avenue-21st Floor
        New York, NY 10022
        Tel: (212) 371-5478
        http://publish.pdesigner.com/

Headquartered in New York, U.S. Reduction Inc. develops oil, gas,
steel, aluminum and other metals.  The company filed for chapter
11 protection on Sept. 14, 2007 (Bank. S.D.N.Y. Case No.
07-12897).  When the Debtor filed for bankruptcy, it listed
estimated assets and debts of $1 million to $100 million.


USEC INC: Inks Pact with Lenders to Sell 20 Million Shares
----------------------------------------------------------
USEC Inc. entered on Sept. 24, 2007, into an Underwriting
Agreement with Goldman Sachs & Co. and Merrill, Lynch, Pierce,
Fenner & Smith Incorporated, as representatives of the
underwriters to the Common Stock Underwriting Agreement for the
issuance and sale by the company of 20 million shares of the
company's common stock, par value $0.10 per share.

The shares are being sold to the underwriters at a price of $9.76
per share, less an underwriting discount of $0.4392 per share.  
The company also granted the common stock underwriters an option
to purchase up to an additional 3 million shares of the company's
common stock, which option was exercised by the common stock
underwriters in full on Sept. 26, 2007.

The company expects net proceeds from the sale of the shares of
about $213.8 million, including net proceeds as a result of the
exercise by the common stock underwriters of their option.

On Sept. 24, 2007, the company also entered into an Underwriting
Agreement with Goldman, Sachs & Co. and Wachovia Capital Markets
LLC, as representatives of the underwriters for the issuance and
sale by the company of $500 million aggregate principal amount of
the company's 3% convertible senior notes due 2014, pursuant to
the registration statement.  The notes are being sold to the
underwriters at a price of $1,000 per note, less an underwriting
discount of 2.25% per note.  

The company also granted the notes underwriters an option to
purchase up to an additional $75 million aggregate principal
amount of notes, which option was exercised by the notes
underwriters in full on Sept. 26, 2007.  

The company expects net proceeds from the sale of the notes of
about $560.7 million, including net proceeds as a result of the
exercise by the notes underwriters of their option.

                         Indenture

The notes are being issued pursuant to an indenture dated
Sept. 28, 2007, between the company and Wells Fargo Bank N.A. The
notes will bear interest at a rate of 3% per annum. Interest on
the Notes is payable semi-annually in arrears on April 1 and
October 1 of each year, beginning on April 1, 2008. The notes will
mature on Oct. 1, 2014.

The notes will be senior unsecured obligations of the company and
will rank equally with all of the company's existing and future
senior unsecured debt and senior to all of the company's
subordinated debt.  

The notes will be structurally subordinated to all existing and
future liabilities of the company's subsidiaries and will be
effectively subordinated to the company's existing and future
secured indebtedness to the extent of the value of the collateral.

Holders may convert their notes at their option on any day prior
to the close of business on the scheduled trading day immediately
preceding Aug. 1, 2014, only under these circumstances:

   1. during the five business day period after any five
      consecutive trading day period in which the price per
      note for each trading day of that measurement period was
      less than 98% of the product of the last reported sale
      price of the company's common stock and the conversion
      rate on each such day;

   2. during any calendar quarter after the calendar quarter
      ending Sept. 30, 2007, if the last reported sale price of
      the company's common stock for 20 or more trading days in
      a period of 30 consecutive trading days ending on the
      last trading day of the immediately preceding calendar
      quarter exceeds 120% of the conversion price in effect on
      the last trading day of the immediately preceding
      calendar quarter; or

   3. upon the occurrence of specified corporate events.

The notes will be convertible, regardless of the foregoing
circumstances, at any time from, Aug. 1, 2014, through the
scheduled trading day immediately preceding the maturity date of
the notes.

Upon conversion, for each $1,000 in principal amount outstanding,
the company will deliver a number of shares of the company's
common stock equal to the conversion rate.  

The initial conversion rate for the notes is 83.6400 shares of
common stock per $1,000 in principal amount of notes, equivalent
to an initial conversion price of about $11.956 per share of
common stock.  The conversion rate will be subject to adjustment
in some events but will not be adjusted for accrued interest.  

In addition, if a make-whole fundamental change occurs prior to
the maturity date of the notes, the company will in some cases
increase the conversion rate for a holder that elects to convert
its Notes in connection with such make-whole fundamental change.

Subject to certain exceptions, holders may require the company to
repurchase for cash all or part of their notes upon a fundamental
change at a price equal to 100% of the principal amount of the
notes being repurchased plus any accrued and unpaid interest up
to, the relevant repurchase date.  The company may not redeem the
notes prior to maturity.

                       About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- is a supplier of low enriched      uranium  
to nuclear power plants and is the exclusive executive
agent for the U.S. Government under the Megatons to Megawatts
program with Russia.  

                      *     *     *

As reported in the Troubled Company Reporter on Sep. 28, 2007,
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative.


VALCO GROUP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Valco Group, Inc.
        10601 Oak Street, Northeast
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 07-09278

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Valco Enterprises, Ltd.                  07-09275
      Shutter Enterprises Group, Inc.          07-09276
      Roll-A-Way, Inc.                         07-09277

Type of Business: The Debtors manufacture metal door and window
                  shutters.  See http://www.roll-a-way.com/

Chapter 11 Petition Date: October 3, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

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.


VILLAGE CONCEPTS: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Village Concepts Gwinnett, LLC
        3780 Old Norcross Road
        Suite 103, Suite 541
        Duluth, GA 30096-1741

Bankruptcy Case No.: 07-76332

Chapter 11 Petition Date: October 2, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, Northeast
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
BB&T c/o Mike Wing, Esq.                  $4,356,285
The Forum, Suite 400
3290 Northside Parkway
Atlanta, GA 30327

Jan and Shelley Bailey                      $600,000
5372 Nelson Brogdan Boulevard
Sugar Hill, GA 30518

Nancy and Mark Stocks                       $600,000
Freedom Equity Club, LLC
10350 Heather Glen Drive
Jacksonville, FL 32256

Sugar Hill 20 Ventures, LLC                 $500,000
c/o McCranie & Burns, Reg. Agent
322 Oak Street
Gainesville, GA 30501


WESTERN WIND: Finalizes Settlement Arrangement with Pacific Hydro
-----------------------------------------------------------------
Western Wind Energy Corporation has executed a comprehensive final
settlement arrangement with Pacific Hydro Pty. Limited.  The Final
Settlement Agreement provides for Western Wind Energy to retain
100% ownership in all of the producing projects, including
retaining all of the project revenues and cash flows.

Western Wind Energy will retain 100% of the land holdings well as
to further retain 100% ownership of the two operating wind farms
in California.  Western Wind will also retain 100% ownership of
the additional 155 MW of expansion projects including the 120 MW
Windstar Project in Tehachapi and the Mesa Expansion Facility.

Further, Western Wind Energy will retain 100% of the entire 1,300
MW California Initiative, which is underway.
    
In achieving this settlement Western Wind will satisfy certain
conditions to Pacific Hydro including:

   -- Western Wind will transfer to Pacific Hydro its 20%
      interest in and to the 15 new Mitsubishi wind turbine
      generators located in storage;

   -- Western Wind Energy will be further obligated to repay to   
      Pacific Hydro Pty. Limited, the Mesa loan of $13.4
      million plus interest.
    
However, the Mesa loan will be reduced by $3 million as a credit
for Western Wind's assignment of its 20% interest in and to the
Mitsubishi wind turbine generators.  There will be a further
reduction on the interest rate of the Mesa Loan for the amount
owing past Dec. 31, 2006.

It is anticipated that the Mesa Loan balance will be approximately
$11.7 million at the date of payout.  Western Wind Energy has 210
days from Sept. 28, 2007, to repay the Mesa Loan, failing which
Pacific Hydro Pty. Limited will then own the Mesa asset.
    
Western Wind Energy has received a term sheet and engagement
letter from a major European commercial bank for a debt facility
to repay the Mesa Loan to Pacific Hydro under very favorable
lending conditions and under a very low interest rate.  In essence
the company's loan from Pacific Hydro reduces from $13.4 million
plus interest to a reduction of $3 million plus further interest
rate reductions.
    
Pacific Hydro will retain ownership of its 6 million shares of
Western Wind Energy with an agreement to vote according to the
Standstill Agreement which expires on July 7, 2008.
    
Western Wind Energy is pleased with the settlement arrangement as
it allows Western Wind Energy to retain all of its assets
including all the newly acquired production assets funded by
Pacific Hydro Pty. Limited.  

Western Wind Energy is also pleased to have Pacific Hydro Pty.
Limited remain as a cornerstone shareholder of the company.
    
The Settlement Agreement is subject to shareholder approval to be
held on Oct. 25, 2007, whereby non-Pacific Hydro shareholders may
only vote.  The company anticipates broad and overwhelming
shareholder approval.
     
"We are pleased to have delivered to ALL shareholders a settlement
that benefits the growth of the production output and further
enables Western Wind to complete and execute our premium
development assets in energy starved California," Jeff Ciachurski,
CEO of Western Wind Energy stated.  

"As an example of our premium top-of-the industry assets, our Mesa
30 MW producing facility has the highest wind speed output of any
wind production facility in North America with annual average mean
wind speeds in excess of 9.92 meters per second or 22 miles per
hour" Mr. Ciachurski added.  "This coupled with our storied wind
assets in Tehachapi will now unlock the full market value the
shareholders are entitled to receive.  Current market valuations
of recent sales and market values in the wind energy industry
place each MW of producing wind power at $4 Million of market cap
per MW of installed facility. Western Wind currently has 34.5 MW
of currently installed and producing facilities."

                About Western Wind Energy Corp.

Based in Coquitlam, British Columbia, Western Wind Energy Corp.
(CVE:WND) -- http://www.westernwindenergy.com/-- is an owner of a  
wind energy facility in Tehachapi, California and also a developer
of wind energy projects in New Brunswick, Canada, California and
Arizona.  The company operates through three wholly owned
subsidiaries that are responsible for energy projects: Aero Energy
LLC for the California operations, Verde Resources Corporation for
the Arizona operations, and Eastern Wind Power Inc. for New
Brunswick and Eastern Canadian operations.

                       Going Concern Doubt

Ernst & Young LLP raised substantial doubt on Western Wind Energy
Corp.'s ability to continue as a going concern after auditing the
financial statements for periods ending Jan. 31, 2007, and 2006.  
The auditors pointed to the company's recurring net losses
($2,803,208 in 2007, and $4,405,502 in 2006) and working capital
deficiency.  The company is also the subject of a number of
lawsuits.


WESTPAC BANKING: Moody's Holds Financial Strength Rating at B
-------------------------------------------------------------
Moody's affirmed the ratings of Westpac Banking Corporation at
Aa1/Prime-1 for long- and short-term deposits and senior debt, as
well as its Bank Financial Strength Rating of B, on the news that
the bank is offering to acquire the distribution business of RAMS
Home Loan Group Ltd.  All the ratings carry a stable outlook.

"The transaction would expand Westpac's national distribution
footprint by about 10% and leverage off the established RAMS
distribution platform", said Patrick Winsbury, a senior vice
president at Moody's Sydney office.

"The acquisition cost of AUD140 million is modest at 4% of
Westpac's profit for the 12 months to March 2007.  The bank has
also offered to provide RAMS up to AUD2 billion of funding, but
important safeguards are in place.  These considerations support
the affirmation of Westpac's stable rating outlook" explained Mr.
Winsbury.

Under the proposed transaction Westpac would acquire RAMS' 92
franchised mortgage centres and take over existing agreements with
major broker aggregator groups.  In Moody's view Westpac may face
challenges to integrate and retain origination flows from a
competitor whose business model was built around differentiation
to the banks.  However, the new incentive structure is targeted at
franchisee retention and there will be some opportunities for
Westpac to cross-sell a broad range of consumer products into
RAMS' existing customer base.

With regards to the additional funding commitment, Westpac has
offered to provide AUD500 million funding to RAMS for new loans
made after November 15, 2007, until the transaction is completed.  
However, such loans would conform to Westpac's underwriting
criteria, which Moody's considers to be a supporting rating
factor.  Westpac may also provide up to AUD1.5 billion to assist
in the refinancing of RAMS' Extendible Commercial Paper Programme,
but only subject to the formation of a suitable syndicate.

Moody's commented that this transaction may mark the first step in
a consolidation trend in the non-bank mortgage originator sector
in Australia.  Such non-bank originators rely on securitization to
fund their activities.  If recent disruptions to the
securitization market lead to mid-term funding capacity
constraints or higher funding costs, the competitive position of
the non-bank originators is likely to decline relative to the
major banks, which have access to cheaper and more diverse funding
sources.

RAMS shareholders will vote on the proposed acquisition at end
November 2007, and if approved, it would be completed end January
2008.

Westpac Banking Corporation is headquartered in Sydney, New South
Wales, Australia.  It reported assets of AUD328 billion at (about
$279 billion).


WESTWAYS FUNDING: Moody's Junks Ratings on Four Note Classes
------------------------------------------------------------
Moody's Investors Service took actions on five classes of notes
issued by Westways Funding VII, Ltd., a Market Value CDO issuer:

   -- $10,000,000 Class B Floating Rate Senior Subordinate
      Notes Due 2011 have been lowered to A2 from Aa2.  The
      notes remain under review for possible further downgrade;

   -- $10,000,000 Class C Floating Rate Subordinate Notes Due
      2011 have been lowered to Caa2 from Ba2. The notes remain        
      under review for possible further downgrade;

   -- $3,000,000 Class LC Subordinate Loan Interests Due 2011
      have been lowered to Caa2 from Ba2. The notes remain
      under review for possible further downgrade;

   -- $10,000,000 Class D Floating Rate Junior Subordinate
      Notes Due 2011 have been lowered to Ca from Caa2;

   -- $10,000,000 Class LD Junior Subordinate Loan Interests
      Due 2011 have been lowered to Ca from Caa2;

On September 24th, Moody's took rating actions on all seven
classes of notes issued by Westways Funding VII.  The current
rating action reflects that a Termination Event was triggered on
October 1 and the assets in the portfolio need to be liquidated to
delever the transactions liabilities.  Class A-1 Notes and Class
A-2 Notes remain on watch for possible downgrade.

Moody's noted that the ratings action take into account the
current stressful market conditions.  While the underlying assets
remain highly rated, the unprecedented illiquidity in the market
for mortgage backed securities has created a high level of
uncertainty around the valuation of the assets, which makes it
difficult to assess the probability of the manager achieving
certain prices.

Westways Funding VII is a market value CDO backed by agency and
non-agency Aaa-rated mortgage backed securities.


WHITLATCH & CO: U.S. Trustee Appoints Four-Member Creditors Panel
-----------------------------------------------------------------
Saul Eisen, the U.S. Trustee for Region 9, has appointed four
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Whitlatch & Co.

The Committee members are:

   1. P.C. Construction, Inc.
      c/o Paul Wojnicz
      11931 Nottingham Parkway
      North Royalton, OH 44133
      Tel: (440) 582-5919
      Fax: (440) 582-8406

   2. Haynes Plumbing and Heating Company, Inc.
      c/o Paul Franklin Hoop
      392 N. Munroe Road     
      Tallmadge, OH 44278    
      Tel: (330) 633-2229
      Fax: (330) 633-4099

   3. R & R Interiors, Inc.
      c/o Marie C. Glinski
      P.O. Box 31082
      Independence, OH 44131
      Tel: (216) 328-0525
      Fax: (216) 328-0525

   4. Lucky Sand & Gravel Co.
      c/o Bernard Udelson
      12018 Frost Road
      Mantua, OH 44255
      Tel: (330) 562-6196
      Fax: (330) 562-4701

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

Twinsberg, Ohio-based Whitlatch & Co. -- http://www.whitlatch.com/
builds homes and condominiums and sells them through independent
third-party contractors, primarily Realty One.  Currently, the
company is building new homes in five planned residential
communities in Cuyohoga, Lorain and Summit Counties.  Each
community is financed by a separate bank under mortgage
development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  James W. Ehrman, Esq. at
Kohrman, Jackson & Krantz, PLL represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $13,445,997 and total debts of $11,561,613.


WHITLATCH & CO: Selects Kohrman Jackson as Bankruptcy Counsel
-------------------------------------------------------------
Whitlatch & Co. asks the U.S. Bankruptcy Court for the Northern
District of Ohio for authority to employ Kohrman Jackson & Krantz,
PLL as its counsel.

Kohrman Jackson will:

   a. advise Whitlatch of its rights, powers, and duties as a
      debtor-in-possession in the continued management and
      operation of its business and property and its duties to
      creditors and other parties in interest;

   b. attend meetings and negotiate with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of this chapter 11 case, including
      all of the legal and administrative requirements of
      operating in chapter 11;

   c. prepare on behalf of Whitlatch all necessary and appropriate
      applications, motions, pleadings, draft orders, notices,
      schedules, and other documents, and reviewing all financial
      and other reports to be filed with the Court in the
      chapter 11 case;

   d. advise Whitlatch on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   e. advise Whitlatch in connection with any necessary post-
      petition financing arrangements and negotiate and draft the
      documents needed;

   f. advise Whitlatch in connection with any contemplated sales
      of assets, negotiate agreements, formulate and implement
      appropriate procedures with respect to the closing of any
      transactions, and counsel Whitlatch in connection with the
      transactions;

   g. review the nature and validity of liens asserted against
      Whitlatch's property, if any, and advise Whitlatch
      regarding the enforceability and priority of such liens;

   h. take all necessary action to preserve and protect the assets
      of the estate, including the prosecution of actions on
      behalf of the estate, the defense of actions commenced
      against it, negotiate matters that are subject to any
      litigation in which Whitlatch is involved, and object to
      claims filed against the estate;

   i. advise Whitlatch concerning, and preparing responses to,
      applications, motions, pleadings, notices, and other papers
      that may be filed and served by others in this chapter 11
      case;

   j. negotiate and prepare, on behalf of Whitlatch a plan of
      reorganization, disclosure statement, and all related
      agreements and documents, and taking all necessary action on
      behalf of Whitlatch to obtain confirmation of such plan;

   k. attend meetings with third parties and participate in the
      negotiations;

   l. appear before this Court, any appellate court and the United
      States Trustee to protect the interests of Whitlatch's
      estate before the courts and the U.S. Trustee;

   m. perform other legal services for and on behalf of Whitlatch
      as maybe necessary or appropriate in the administration of
      its Chapter 11 case including,environmental, labor, pension
      and employee benefits, tax, corporate, and intellectual
      property matters.

The Debtor will pay the firm according to these customary hourly
rates:

          Designation                  Rates
          -----------                  -----
          Partner                    $245-$425
          Associates                 $175-$225
          Legal Assistant            $125-$140

James W. Ehrman, Esq. will bill the Debtor at $305 per hour for
his
services.  Prior to the bankruptcy filing, the Debtor has paid the
firm a $75,000 retainer.  The firm has prepetition claims of about
$36,810 for rendered services and $1,039 for filing fee, all
secured by the retainer.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor.

The firm can be reached at:

             James W. Ehrman, Esq., Partner
             Kohrman Jackson & Krantz, PLL
             One Cleveland Center, 20th Floor
             1375 East Ninth Street
             Cleveland, OH 44114-1793
             Tel: (216) 696-8700
             Fax: (216) 621-6536

Twinsberg, Ohio-based Whitlatch & Co. -- http://www.whitlatch.com/
builds homes and condominiums and sells them through independent
third-party contractors, primarily Realty One.  Currently, the
company is building new homes in five planned residential
communities in Cuyohoga, Lorain and Summit Counties.  Each
community is financed by a separate bank under mortgage
development and construction loans.

The company filed for chapter 11 protection on Sept. 14, 2007
(Bankr. N.D. Ohio Case No. 07-52975).  When the Debtor filed for
bankruptcy, it listed total assets of $13,445,997 and total debts
of $11,561,613.


WHOLE FOODS: Completes Sale of Henry's Farmers and Sun Harvest
--------------------------------------------------------------
Whole Foods Market Inc. has completed the sale of all 35 Henry's
Farmers Markets and Sun Harvest Markets store locations and a
related Riverside, California distribution center to a wholly
owned subsidiary of Smart & Final Inc., a Los Angeles-based food
retailer.

The company received proceeds of approximately $166 million for
the net assets of these stores, consisting of leases, fixed assets
and inventory.

All of the Henry's stores are located in California, and all of
the Sun Harvest stores are located in Texas.  These assets were
acquired by the company as part of the Aug. 31, 2007, purchase of
Wild Oats Markets.

As reported in the Troubled Company Reporter on June 25, 2007,
Whole Foods planned to transfer all 35 Henry's and Sun
Harvest store locations, and a Riverside, California, distribution
center to a wholly owned subsidiary of Smart & Final Inc., subject
to Whole Foods Market lawsuit with the U.S. Federal Trade
Commission concerning Whole Foods Market's merger with Wild Oats
Markets Inc. and the closing of that merger.  
    
Additionally, WFM and Smart & Final entered into a support
agreement under which WFM will continue to provide certain
products and services for the 35 stores for up to two years. WFM
anticipates that the revenue associated with the agreement will be
approximately equal to its incremental cost of providing the
support.
    
Regarding the other 74 Wild Oats and Capers banner stores the
company acquired in the Wild Oats Markets transaction, the Company
intends to close nine stores and relocate another eight stores to
existing Whole Foods Market sites in development.
    
The company also opened a record 21 new Whole Foods Market stores
during the fiscal year ended Sept. 30, 2007, including
eight stores in the fourth quarter.

                    About Smart & Final Inc.

Headquartered in City of Commerce, California, Smart & Final Inc.
-- http://www.smartandfinal.com/-- is engaged in the business of  
providing food and related non-food items in bulk sizes and
quantities.  The company sells food, foodservice products and
culinary equipment through non-membership warehouse stores and
wholesale stores.  Its product selection includes grocery, frozen
and refrigerated foods, delicatessen products, fresh produce and
meat, paper products, janitorial supplies, restaurant equipment,
candy, snacks, beverages and party supplies.  As of Dec. 31, 2006,
the company operated 253 non-membership warehouse grocery stores,
either directly or through a joint venture.  As of December 31,
2006, it operated 185 stores under the Smart & Final banner in
California, Arizona and Nevada; 55 stores under the banners Smart
Foodservice Cash & Carry and United Grocers Cash & Carry in
Washington, Oregon, Idaho and California, and 13 Smart & Final
format stores, similar in concept to the United States stores, in
north western Mexico through a joint venture.

                    About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.
  
                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Moody's Investors Service downgraded Whole Foods Market Inc.'s
corporate family rating to Ba1 from Baa3 reflecting the
deterioration in the company's debt protection measures after
the debt-financed acquisition of Wild Oats Markets Inc.


* CREW Names Fulbright Partner Jane Smith as President-Elect
------------------------------------------------------------
Fulbright & Jaworski LLP partner Jane Snoddy Smith has been
selected as the national president-elect of the Commercial Real
Estate Women Network, a professional organization committed to
advancing the success of women in commercial real estate.

Ms. Smith has long been involved in CREW, which formed in the
1980s to bring together women involved in commercial real estate
for professional development and networking.  Ms. Smith recently
was selected by her peers to become the organization's national
president-elect in January and will remain in that role for a year
before taking over as the organization's president in 2009.

"[Ms. Smith] is a real estate lawyer whose dedication to our
organization, her clients and her profession is second-to-none,"
said Gail Ayers, CREW's chief executive officer.  "We are
fortunate to have a genuine leader like Jane positioned to take
the helm of our organization.  She is a true role model and knows
what it takes to lead our organization as we continue to make an
impact in the commercial real estate industry.  Leading one of the
fastest-growing industry associations takes vision and talent, and
Jane brings both to CREW Network."

The network helps women in real estate create an environment that
promotes their expertise and success, creates member-to-member
business opportunities and serves as a resource for information
about the industry and the advancement of women in commercial real
estate.

"CREW has been a vital networking organization for women involved
in commercial real estate evidenced by the 7,621 members who
actively participate in 65 chapters across North America," Ms.
Smith said.  "CREW was the first organization to bring together
over 20 different disciplines needed to 'do the deal.'  We have
become a catalyst for change within the industry and our members
represent the standard of excellence and professionalism needed
for today's complex real estate transactions."

Among the change CREW seeks to bring about is the creation of a
more diverse workforce, which "we think is essential for the
future success of our members, their companies, and our industry,"
Ms. Smith added.

As a founding member of CREW Austin, which was formed in 2002, Ms.
Smith served as the chapter's president in 2005.  She began her
association with CREW in St. Louis, where she lived and worked for
many years.  Ms. Smith has served many roles in CREW Network, as a
2007 Board member, the 2006 Chair of the Recognition Committee,
and a member of the Network Programs Committee for the
organization's 2005 convention in Seattle.

At Fulbright, Ms. Smith helps lead the firm's multi-disciplinary
retail industry group, chairs a client service team and
participates in Fulbright's Women's Initiative Network and
minority mentoring group.  Ms. Smith is also an active member of
the International Council of Shopping Centers, where she helped
organize the Next Generation Initiative for the Law Conference and
serves as 2007 co-chair.  She is a frequent speaker and
contributor of articles to professional publications, in addition
to being selected as a finalist for the 2007 Austin Business
Journal "Profiles in Power."

"[Ms. Smith] excels at finding creative solutions for clients,"
said Terry Tottenham, who heads Fulbright's Austin office.  "She
uses her boundless energy to support not only their initiatives,
but also the success of her colleagues and her friends.  We are so
very proud of [Ms. Smith]'s accomplishments as a lawyer and as a
mentor to young women who hope to follow in her footsteps.  We are
delighted she has been selected to lead such an impressive and
important international business organization."

The chance to lead CREW is an honor Ms. Smith relishes.

"Becoming involved in CREW has given me an opportunity to
recognize the individual achievements of so many of our members
and to demonstrate the value and professionalism we bring to
commercial real estate transactions," Ms. Smith said.  "We know
that diversity in the workplace makes good business sense.  CREW
Network is working to educate and raise this awareness in the
commercial real estate sector and in corporate America overall."

Ms. Smith has been a partner at Fulbright since 2002 and joined
the international firm's Austin office in 2005.  She represents
banking institutions, real estate investment trusts, healthcare
institutions, national insurance companies, pension fund advisors,
national real estate developers and department store retailers as
part of Fulbright's extensive commercial real estate practice.

                     About CREW Network

The mission of CREW Network -- http://www.crewnetwork.org/-- is  
to advance the success of women in commercial real estate.  CREW
does this by looking outward to bring more women into the
industry, showcasing member successes and serving as a key
resource to its members and the industry.  CREW Network members
represent all disciplines of commercial real estate - every type
of expert required to "do the deal."  Members comprise over 7,000
commercial real estate professionals in 65 chapters across North
America.

                  About Fulbright & Jaworski

Founded in 1919, Fulbright & Jaworski LLP --
http://www.fulbright.com/-- is a full-service international law  
firm, with nearly 1,000 lawyers in 16 locations in Austin,
Beijing, Dallas, Denver, Dubai, Hong Kong, Houston, London, Los
Angeles, Minneapolis, Munich, New York, Riyadh, San Antonio, St.
Louis and Washington, D.C.  Fulbright provides a full range of
legal services to clients worldwide.

The 2007 BTI survey of FORTUNE 1000 general counsel chose
Fulbright as "The BTI Client Service 30" A-Team and Corporate
Board Member magazine named Fulbright among the top 20 corporate
law firms in the U.S. in their survey of board members of public
companies.


* Epstein Becker Adds Two New Associates in Dallas Office
---------------------------------------------------------
Lance B. Metcalf and Lori Howard have joined the Dallas office of
Epstein Becker Green Wickliff & Hall as associates.

"We are glad to have both [Ms. Howard] and [Mr. Metcalf] on
board," said William H. Venema, member of the Firm and head of the
EBGWH Dallas office.  "We look forward to working with both of
them and are pleased to have them as the newest members of our
growing national Business Law and Litigation practices."

Prior to entering law practice, Mr. Metcalf obtained his CPA
license and worked with a CPA firm, serving primarily business
taxation clients.  His law practice, which has focused on mergers
and acquisitions and business transactions, has been enhanced by
his prior corporate taxation experience as a CPA.

Mr. Metcalf specializes in representing buyers and sellers of
businesses, assisting both start-up and established businesses
with the formation of business entities, structuring of
operational agreements between existing business entities, and
negotiating business contracts and agreements.

Before EBGWH, Ms. Howard worked as an attorney with another Dallas
firm and participated in the "Lawyer-on-Loan" program with the
Dallas County District Attorney's Office, in which she prosecuted
misdemeanor cases before Dallas county juries.

Howard's previous work experience includes representing companies
in a broad range of complex commercial litigation matters
(including breach of commercial contract cases), defending
corporations in class actions brought by consumers, defending
manufacturers in product-liability actions, and representing
companies in suits against competitors for antitrust violations.

Mr. Metcalf obtained his MBA from Texas Tech University and J.D.
from Baylor University School of Law. During law school, he was a
member of the Baylor Law Review and served on its executive staff.
Ms. Howard received her J.D. from Texas Tech University and was
Articles Editor of the Texas Tech Law Review.

"[Ms. Howard] and [Mr. Metcalf] are both exceptional lawyers who
bring a wealth of diverse experiences to EBGWH," said Mr. Venema.
"With their reputations for hard work and outstanding records,
they are sure to be great additions to our firm."

                       About Epstein Becker

Epstein Becker & Green PC, -- http://www.ebglaw.com/-- founded in  
1973, is a law firm with more than 380 attorneys practicing in 11
offices throughout the U.S. – Atlanta, Chicago, Dallas, Houston,
Los Angeles, Miami, New York, Newark, San Francisco, Stamford, and
Washington, D.C. - and affiliations worldwide.  Its core practices
are in the areas of Business Law, Healthcare and Life Sciences,
Labor and Employment, Litigation and Real Estate.  The firm offers
services relating to business law including bankruptcy and
financial restructuring.


* Reed Smith's Corporate & Securities Practice Adds Three Partners
------------------------------------------------------------------
The Corporate & Securities Practice of Reed Smith LLP added three
partners, Catharina Y. Min, Brad DeJean, and Devin R. Cuyler who
will join the firm's San Francisco office effective immediately.

In addition to these three partners, the firm has added six senior
corporate attorneys on the West Coast in the past year and 23
firmwide.

"This is a trio of top-tier professionals who will enhance and
expand our corporate capabilities on the West Coast and firmwide,"
said Greg Jordan, Reed Smith's firmwide managing partner.  "Their
areas of experience are varied and make a strong combination with
our other new partners and the existing corporate services team."

John Iino, firmwide Corporate & Securities Practice Group Leader,
said, "[Ms. Min], [Mr. DeJean] and [Mr. Cuyler] are experienced
attorneys who bring a range of capabilities, including project
finance, global sourcing, private equity, and commercial finance,
with experience in national and cross-border transactions.  They
strengthen the firm's ability to handle high end deals, mergers
and acquisitions and project work worldwide."

Ms. Min focuses on corporate and securities law with an emphasis
on representing both U.S. and international clients in mergers and
acquisitions, securities offerings, joint ventures, strategic
alliances, corporate partnering and other corporate transactions.  
She represents venture-backed emerging companies, including
medical device companies in financings and general corporate
matters.  She has extensive experience representing Asian clients,
in particular Korean companies doing business in the United States
and Asia.  A 1990 graduate of the University of Virginia School of
Law, Ms. Min was formerly a partner in the San Francisco office of
Squire Sanders & Dempsey LLP.

Mr. DeJean is an experienced project finance, commercial finance,
equipment leasing and general M&A attorney with a range of
transactional experience in a wide array of financings, mergers
and acquisitions, and equity investments, predominantly in
transactions involving energy, transportation, housing, or other
infrastructure.  He was previously a partner in the San Francisco
office of Thelen Reid Brown Raysman & Steiner LLP.  A 1997
graduate of the University of San Francisco Law School, he started
his career at Crosby Heafey Roach & May, which combined with Reed
Smith in 2003.

Mr. Cuyler was formerly a partner in the Global Sourcing Practice
in the San Francisco office of Pillsbury Winthrop Shaw Pittman.
His practice focuses on global technology transactions,
particularly global sourcing, licensing, sales and distribution
arrangements, including IT sourcing, telecommunications services
agreements, life sciences technology transactions, and application
development agreements.  He has handled a broad spectrum of
transactions including strategic alliance agreements, joint
development agreements, license agreements, manufacturing
agreements and distributions agreements.  He is a 1994 graduate of
John Marshall University School of Law.

"We are pleased to welcome these three experienced corporate
partners to our office," said David A. Thompson, Reed Smith's San
Francisco Office Managing Partner.  "They will be instrumental in
helping us meet the high demand for corporate legal services from
businesses in the Bay Area and Silicon Valley that require high
caliber legal counsel to be at the forefront of an increasingly
competitive global economy."

"We are gratified the firm continues to attract top performing
attorneys who can work with our team in providing our clients with
top quality legal services," said Eugene Tillman, Reed Smith's
firmwide Director of Legal Personnel. "[Ms. Min], [Mr. DeJean] and
[Mr. Cuyler] are three outstanding attorneys who bring to Reed
Smith the level of corporate knowledge and experience that our
clients have come to expect from us, and we are pleased to have
them join our growing worldwide corporate team."

                        About Reed Smith

Reed Smith LLP -- http://reedsmith.com/-- is one of the 15  
largest law firms in the world, with more than 1,500 lawyers in 21
offices throughout the United States, Europe and the Middle East.  
Founded in 1877, the firm represents leading international
businesses from Fortune 100 corporations to mid-market and
emerging enterprises.  Its attorneys provide litigation services
in multi-jurisdictional matters and other high stake disputes,
deliver regulatory counsel, and execute the full range of
strategic domestic and cross-border transactions.  Reed Smith is a
preeminent advisor to industries including financial services,
life sciences, health care, advertising and media, shipping,
international trade and commodities, real estate, manufacturing,
and education.

Opened in 1997, Reed Smith's San Francisco office now has more
than 80 attorneys providing full-service legal representation.
Located in the city's Financial District, the office includes
practice experience in commercial litigation, real estate,
appeals, intellectual property, corporate & securities, tax,
regulatory litigation, financial services, employment counseling
and litigation, and health care.


* RSM McGladrey Listed in Working Mother's "100 Best Companies"
---------------------------------------------------------------
RSM McGladrey has been named to the "100 Best Companies" list by
Working Mother magazine.  This marks the second year that the
accounting, tax and business consulting firm was named to the
prestigious list.  In addition, RSM McGladrey has recently
received the Working Family Resource Center's "Elaine McCormick
Wray Award" for it dedication to providing employees with WorkLife
education to help them successfully manage their personal and
professional aspirations.

"It is an honor to make Working Mother's 100 Best Companies list
again.  Our people really are the key to the success of our
business," says RSM McGladrey president Steve Tait.  "National
recognition of our WorkLife programs helps establish the firm as
an employer of choice – for both women and men.  This is an
important distinction since talent acquisition and retention
remain key challenges in our industry."

For the past four years, the company has made a concerted effort
to integrate WorkLife initiatives into its culture.  RSM McGladrey
is one of the first companies to make WorkLife goal setting an
important component of the employee performance management
process.

RSM McGladrey's Flexible Work Environment provides all employees
flexibility through options like compressed work weeks,
telecommuting, job sharing, flextime, reduced work schedules, and
Flexyear, which is similar to a teacher's contract.  Flexcareer,
another flexibility program, enables employees to take up to five
years off for personal reasons and provides resources to keep
participants connected with the organization and industry to help
them return to employment at RSM McGladrey.

This year, RSM McGladrey has added two new programs to its
WorkLife offerings:

    * Coach-on-call – here employees can get free expert advice
      and support on work and life issues from a professional
      coach.

    * New parent coaching – resources,  support, and coaching to
      help new parents (mother, father, birth or adoptive)
      navigate through pregnancy, maternity leave and the
      transition back to work after leave.

"Commitment to WorkLife for our workforce starts at the top with
our senior-level executives who encourage all employees to take
advantage of these benefits and create the culture of flexibility
we are striving for," said Teresa Hopke, RSM McGladrey's director
of WorkLife strategy.  "Being named to the Working Mother list in
consecutive years is an honor, which further underscores the
tremendous progress we have made as a company in executing our
WorkLife strategy."

                            Methodology

RSM McGladrey was selected for the 2007 Working Mother 100 Best
Companies based on an extensive application of 575 questions.  The
application included detailed questions about workforce,
compensation, child-care and flexibility programs, leave policies
and more.  It also checked the usage, availability and tracking of
programs, as well as the accountability of managers who oversee
them.  Seven areas were measured and scored:  workforce profile,
compensation, child care, flexibility, time off and leaves,
family-friendly programs, and company culture.  For this year's
100 Best, particular weight was given to flexibility and family-
friendly policies.

                       About Working Mother

Founded in 1979, Working Mother magazine --
http://www.workingmother.com/-- reaches nearly 3 million readers  
and is the only national magazine for career mothers.  Its 22-year
signature initiative, Working Mother 100 Best Companies, is the
most important benchmark for work/life practices in corporate
America.  The publication also releases the annual list of the
Best Companies for Multicultural Women in the June issue.  Working
Mother is published by Working Mother Media (WMM), which also owns
the National Association for Female Executives (NAFE), NAFE
Magazine, the annual 100 Best Companies WorkLife Congress, as well
as the Best Companies for Multicultural Women Conference and
regional Town Halls.  In 2006, WMM acquired Diversity Best
Practices, the preeminent organization for diversity thought
leaders.

                        About RSM McGladrey

RSM McGladrey -- http://www.rsmmcgladrey.com/-- is a professional  
services firm providing accounting, tax and business consulting.
RSM McGladrey operates in an alternative practice structure with
McGladrey & Pullen LLP, a partner-owned CPA firm that delivers
audit and attest services. Through separate and independent legal
entities, they work together to serve clients' business needs.
Together, the companies rank as the fifth largest U.S. provider of
accounting, tax and business consulting services (source:
Accounting Today), with 8,000 professionals and associates in
nearly 100 offices. RSM McGladrey Inc. and McGladrey & Pullen LLP
are member firms of RSM International, an affiliation of
independent accounting and consulting firms. RSM McGladrey is the
official accounting, tax and business consulting firm of The PGA
of America.


* BOOK REVIEW: Managing Bank Conversions: The Guide to Organizing,
               Controlling, and Implementing Systems Conversions
------------------------------------------------------------------
Author:     Kent S. Belasco
Publisher:  Beard Books
Hardcover:  288 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587982048/internetbankrupt

This book is a guide designed to enhance systems conversions to
help bankers and customers alike.

Managing Bank Conversions is the first guide that covers the gamut
of management issues for systems conversions due to technology
changes, mergers and acquisitions, and changes that encompass
project organization, management control, and implementation.

With this comprehensive guide, financial institution employees
have the resource to plan and implement a systems conversion based
on their needs and their systems.

The book allows operations managers not only to construct a plan,
but to maintain the proper documentation, exercise the needed
controls, keep the chain of communications open, and ultimately
complete the process as quickly, flawlessly, and inexpensively as
possible.

                             *********

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 ***