TCR_Public/071012.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 12, 2007, Vol. 11, No. 242

                             Headlines

360 GLOBAL: Files Disclosure Statement in Nevada
ADVANCED MEDICAL: Moody's Cuts Corporate Family Rating to B2
ADVANCED MEDICAL: Taps Michael Lambert as Chief Financial Officer
AEGIS MORTGAGE: Wants Phoenix Capital as Investment Banker
AEGIS MORTGAGE: BoNY Wants to Terminate Stay to Pursue Action

AES CORP: Prices $2 Billion Senior Unsecured Notes Offering
AES CORP: Fitch Rates $2 Billion Senior Notes at BB
AES CORP: Moody's Affirms B1 Corporate Family Rating
AMERICAN STEAMSHIP: S&P Upgrades Ratings to BB- from B+
ANTHONY AKIDI: Case Summary & Three Largest Unsecured Creditors

ARHUR BELL: Voluntary Chapter 11 Case Summary
AVADO BRANDS: Court Approves Sale of Lubbock Property for $662,500
AVADO BRANDS: Panel Wants Review Period on DIP Facility Extended
AVADO BRANDS: Section 341(a) Meeting Scheduled on October 16
AXIA INC: Lower Product Demand Cues Moody's to Cut Ratings

BARLOW PROJECTS: Files List of 20 Largest Unsecured Creditors
BARLOW PROJECTS: Files Schedules of Assets and Liabilities
BARNERT HOSPITAL: Court Approves McCarter as Bankruptcy Counsel
BARNERT HOSPITAL: Court Okays Teich Groh as Conflicts Counsel
BARNERT HOSPITAL: Hires Donlin Recano as Claims Agent

BARRICADE BOOKS: Case Summary & 20 Largest Unsecured Creditors
BAUSCH & LOMB: Expects $630 Mil. Net Sales in Qtr. Ended Sept. 29
BEAZER HOMES: To Restate FY 2004 thru 2006 Financial Reports
BEAZER HOMES: Audit Panel Sees Down Payment Assistance Violation
BEAZER HOMES: Obtains Subpoena on Mortgage Origination Services

BEAZER HOMES: Amends Credit Facility to Waive Events of Default
BEVERLY HILLS: Case Summary & Largest Unsecured Creditor
BOMBAY CO: Gets Initial Nod to Use Cash Collateral
BOMBAY CO: State Wants Bid Procedures Hearing Moved to November 16
CANON COMMS: Moody's Changes Outlook to Positive from Stable

COMMUNITY HEALTH: Commences Exchange Offer for 8-7/8% Sr. Notes
COMPLETE COMMS: First Citizens Wants Chapter 11 Trustee Appointed
COMPLETE COMMUNICATIONS: Files List of Largest Unsecured Creditors
COMPLETE COMMUNICATIONS: Taps Hance Scarborough as Special Counsel
CONGOLEUM CORP: FCR Has Until Oct. 25 to File Amended Disclosure

CONGOLEUM CORP: U.S. Trustee Wants Examiner to Probe Tersigni
CONSTRUCTION FLEET: Case Summary & Two Largest Unsecured Creditors
CRUM & FORSTER: Moody's Lifts Senior Debt Rating to Ba2
CRYSTAL SPRINGS: Files List of 20 Largest Unsecured Creditors
ELAN CORP: S&P Holds 'B' Rating and Revises Outlook to Positive

ENTERPRISE GOLF: Case Summary & 19 Largest Unsecured Creditors
ESTERLINE TECH: Selling 3.45 Million Common Stock for $55/Share
GENERAL MOTORS: New Labor Contract Protects UAW Jobs
GLORIA BIANCO: Case Summary & 20 Largest Unsecured Creditors
GMAC LLC: Financial Services Buys Equity Stake in GMAC India

GREAT CIRCLE: Wants to File Schedules & Statements Until Oct. 19
GREAT CIRCLE: Taps Levene Neale as Bankruptcy Counsel
GUITAR CENTER: S&P Assigns 'B-' Corporate Credit Rating
GUSTAVO ZUMETA: Case Summary & 18 Largest Unsecured Creditors
HALO TECHNOLOGY: Wants $300,000 DIP Pact with SQMaze Approved

HALO TECHNOLOGY: Selects Del Conte Annello as Accountant
HALO TECHNOLOGY: Wants to Hire Morris Manning as Special Counsel
HILTON HOTELS: Amends 8% Quarterly Interest Bonds Tender Offering  
HINES HORTICULTURE: Gets Stock Delisting Notice from NASDAQ
JOCKEYS GUILD: Mulls Filing for Bankruptcy

KESSLER HOSPITAL: Files Second Amended Disclosure Statement
LAM RESEARCH: Earns $205.5 Mil. Before Tax in Qtr. Ended Sept. 23
LEVI STRAUSS: Aug. 26 Balance Sheet Upside-Down by $779 Million
LEVI STRAUSS: Consent Payment Deadline for Tender Offer Expires
LEVI STRAUSS: Selects Vanessa Castagna & Stephen Neal on Board

LIMITED BRANDS: Earns $264.4 Million in Second Qtr. Ended Aug. 4
MANUFACTURERS & TRADERS: S&P Holds BB Rating on Class B-4 Certs.
MERRILL LYNCH: Fitch Rates $13.8 Mil. Class B-4 Certs. at BB+
MGM MIRAGE: Board OKs $5 Bil. Resort Casino Plan in Atlantic City
MGM MIRAGE: S&P Affirms Ratings and Removes Positive Watch

MORGAN STANLEY: S&P Lifts Rating on $3 Mil. Notes to B from B-
MORTGAGE CAPITAL: Fitch Affirms CCC Rating on Class K Certs.
MOSAIC COMPANY: Earns $305.5 Million in Quarter Ended Aug. 31
NV TELEVISION: High Debt Leverage Spurs S&P's "B" Credit Rating
PATSY PITTMAN: Case Summary & Eight Largest Unsecured Creditors

PHYSICIANS & SURGEONS: Files List of Largest Unsecured Creditors
PIERRE FOODS: Inks Pact Amending Terms of Senior Credit Facility
QUALITY HOME: Asks Court to Set November 21 as Claims Bar Date
REPUBLIC BANK: Fitch Affirms B Issuer Default Rating
RODEO TOWNE: Case Summary & Six Largest Unsecured Creditors

SEMCO ENERGY: Commences Senior Notes Cash Tender Offerings
SHAW GROUP: Earns $54.6 Million in Three Months Ended May 31
SHIFT NETWORKS: Completes Asset Sale; CCAA Protection Extended
UNIVERSAL FOOD: Gets Final Nod to Obtain DIP Financing from Cipher

* Kurt Babe Joins Alvarez & Marsal as Senior Director
* Stephen Lerner Joins Squire as Lead of Bankruptcy Practice

* BOOK REVIEW: Long-Term Care in Transition: The Regulation of
               Nursing Homes

                             *********

360 GLOBAL: Files Disclosure Statement in Nevada
------------------------------------------------
360 Global Wine Company Inc. and 360 Viansa LLC filed with the
U.S. Bankruptcy Court for the District of Nevada a Disclosure
Statement explaining their Chapter 11 Plan of Reorganization.

The Plan proposes to sell 100% of the equity in the reorganized
Debtors to the highest bidder free and clear of all liens to fund
and implement the Plan.

The Debtors tell the Court that if Laurus Master Fund Ltd.,
a secured creditor of the Debtors, is the successful bidder,
Croesus Corporation's secured claim will remain in place with
the reorganized Debtor.

Additionally, the Debtors said the successfull bidder can elect
to assume or reject the agreement with General Electric Capital
Corporation.  If the successful bidder elects to assume the
agreement, it will set aside sufficient funds to pay the cure
and fair market value of the equipment subject to the leases.

                       Treatment of Claims

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

At the option of the reorganized Debtors, holders of Priority Tax
Claims, totaling approximately $635,000, will be paid, either:

   a. cash on the effective date; or

   b. deferred cash payments, in equal quarterly installments with
      interest at the federal interest rate, estimated at 6% per
      annum.

Any Class 2 Claims of statutory lien holders filed prior to the
July 16, 2007 non-governmental creditors bar date and Oct. 15,
2007 governmental units bar date will be paid in full on the
effective date.


New Vine Logistics' secured claim will receive payment of $416,500
in cash, in full and complete satisfaction of its claim on the
effective date.

Croesus and Laurus' secured claim will be paid in full from the
proceeds of the sale on the effective date.

Gryphon Master Fund LP's secured claim will also be paid in full
from the balance of the sale proceeds.

Dell Financial Services LP,General Motors Acceptance Corporation,
Key Equipment Finance, and US Bancorp's secured claims will be
paid according to the terms stated in their respective prepetition
agreements with the Debtors, or the release of their collateral in
full, at the option of the successful bidder.

Each holder of Administrative Convenience and General Unsecured
Claims will receive pro rata distribution of a lump sum of
$150,000 on the effective date.

Holders of Equity Interests will not receive any distribution
under the Plan.

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are      
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  Brett A. Axelrod, Esq., at
Beckley Singleton, Chartered, represents the Debtors in their
restructuring efforts.  David A. Honig, Esq., at Winston &
Strawn LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors sought protection from their
creditors, they listed total assets of $43 million and total
debts of $39 million.


ADVANCED MEDICAL: Moody's Cuts Corporate Family Rating to B2
------------------------------------------------------------
Moody's Investors Service downgraded Advanced Medical Optics
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from B1.  The rating outlook was revised to stable.  These
rating actions conclude the review process for possible downgrade,
which began on May 29, 2007.

The downgrade of the company's Corporate Family Rating to B2 from
B1 reflects Moody's view that the worldwide recall of the Complete
MoisturePlus multipurpose solution will cause about $160 million
of incremental costs and several months of lost revenues.

Sidney Matti, analyst, stated that, "Over the intermediate term,
Advanced Medical Optics' operating performance will be muted
because of additional brand rebuilding costs, some collateral
damage to its products and litigation costs." Moreover, the
company's cash flow generation will be hampered resulting in debt
levels higher than Moody's expectations. Additionally, the
company's integration of IntraLase will continue to be a risk
factor.

Moody's notes that the company's other business segments continue
to experience revenue growth.  AMO continues to have the leading
position within the refractive surgery space with over a 50%
market share.

The stable ratings outlook anticipates the company will
successfully integrate IntraLase and experience continued improved
operating performance in the high single digits within its
existing businesses.  Additionally, the rating outlook
incorporates Moody's expectation that the company will continue
its acquisition strategy, albeit smaller in size, over the near
term.

These ratings were downgraded:

   -- Corporate Family Rating to B2 from B1;

   -- Probability of Default Rating to B2 from B1;

   -- Senior Secured Revolver (LGD2/14%) due 2013 to Ba2 from
      Ba1;

   -- Senior Secured Term Loan B (LGD2/14%) due 2014 to Ba2
      from Ba1;

   -- Senior Subordinated Notes (to LGD4/46% from LGD4/50%) due
      2017 to B2 from B1; and

   -- Convertible Subordinated Notes (to LGD5/80% from
      LGD5/81%) due 2024 to Caa1 from B3.

Headquartered in Santa Ana, California, Advanced Medical Optics
Inc. is a leader in the development, manufacturing and marketing
of medical devices for the eye through three major product lines:
cataract/implant, laser vision correction, and eye care.  For the
twelve months ended June 29, 2007, Advanced Medical Optics Inc.
generated about $1 billion in revenues.


ADVANCED MEDICAL: Taps Michael Lambert as Chief Financial Officer
-----------------------------------------------------------------
Michael J. Lambert, 45, will join Advanced Medical Optics Inc. on
Oct. 15, 2007, as chief financial officer.

Mr. Lambert is a seasoned executive who brings to AMO
approximately 20 years of experience and a diverse financial
background.  Most recently, he was senior vice president and chief
financial officer of Quest Software, Inc. where he drove
productivity gains and controlled costs, improved cash flow
performance, integrated multiple acquisitions, and improved
resource allocation processes.

Prior to joining Quest in November 2004, Mr. Lambert was chief
financial officer at Quantum Corporation, and Nervewire, Inc., a
pre-IPO internet services firm.  He was also chief financial
officer for a division of Lucent Technologies.  Mr. Lambert holds
a master's degree from Harvard Graduate School of Business
Administration and a bachelor's degree from Stonehill College.

"Michael is an outstanding addition to our executive leadership
team," Jim Mazzo, AMO chairman, president and chief executive
officer, said.  "He is an experienced leader with an excellent
reputation and a deep understanding of the financial requirements
of a public company with a global presence.  I expect Michael to
play an integral role in advancing our strategy to achieve
sustained, profitable growth through innovative vision
technologies that enhance the quality of life for people of all
ages.  I am pleased to welcome Michael to AMO."

At AMO, Mr. Lambert will oversee the company's finance,
accounting, tax, treasury and information technology functions and
report directly to Mr. Mazzo.

Before Mr. Lambert's appointment, Richard A. Meier, 48, held
positions of chief financial officer and chief operating officer
at AMO.  Mr. Meier will continue as AMO's chief operating officer
and assume additional responsibility for management of the
company's cataract/implant business and global customer services
function, while maintaining his existing management
responsibilities for AMO's eye care business and the company's
global manufacturing and supply chain operations.  C. Russell
Trenary, III, 50, who was previously president of the company's
cataract/implant business, has been named executive vice president
of global public policy and medical education encompassing all of
AMO's businesses and product lines.  Both executives will continue
to report directly to Mr. Mazzo.

                           About AMO

Based in Santa Ana, California, Advanced Medical Optics, Inc. --
http://www.amo-inc.com/-- (NYSE:EYE) develops advanced, life-
improving vision technologies for people of all ages.  Products in
the cataract/implant line include intraocular lenses,
phacoemulsification systems, viscoelastics, and related products
used in ocular surgery.  AMO owns or has the rights to such
product brands as ReZoom(R), Tecnis(R), Clariflex(R), Sensar(R),
and Verisyse(R) IOLs, Sovereign(R), Sovereign(R) Compact and
WhiteStar Signature(TM) phacoemulsification systems with
WhiteStar(R) technology, Healon(R) viscoelastics, and the
Baerveldt(R) glaucoma shunt.  and employs approximately 4,200
worldwide.  The company has operations in 24 countries and markets
products in approximately 60 countries.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 4, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Advanced Medical Optics Inc. to 'B+' from 'BB-'; the
ratings have been removed from CreditWatch with negative
implications, where they were placed on Aug. 6, 2007.  


AEGIS MORTGAGE: Wants Phoenix Capital as Investment Banker
----------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates seek the authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Phoenix Capital, Inc., as their investment bankers,
effective as of Oct. 3, 2007.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones, LLP,
in Wilmington, Delaware, told the Court that the Debtors have
selected Phoenix Capital because of its extensive experience in
providing investment banking solutions to businesses in the
mortgage banking and mortgage servicing industries, and
familiarity with the Debtors' business.

"Phoenix has participated in the sale and transfer of hundreds of
servicing portfolios totaling nearly half a trillion dollars, and
[has] been retained to conduct buyer representation analysis on a
wide variety of servicing transactions, evaluating over
$1,000,000,000 in mortgage servicing assets," Mr. O'Neill stated.

Pursuant to an engagement letter dated Sept. 24, 2007,
Phoenix Capital, as the Debtors' investment bankers, will:

   a) provide financial advise and assistance to the Debtors in
      connection with a core asset sale; specifically, to
      identify, and if the Debtors desire, contact potential
      acquirors;

   b) assist the Debtors in preparing a sale memorandum to be
      used in soliciting potential acquirors of its assets;

   c) assist the Debtors and participate in negotiations with
      potential acquirors of the Core Assets;

   d) perform a valuation of the Core Assets on an economic and
      market basis; and

   e) if requested, render an opinion as to the fairness of the
      consideration to be received in connection with the Core
      Asset Sale.

The Debtors require qualified professionals to render these
services, Mr. O'Neill noted.

For its services rendered to the Debtors, Phoenix Capital will be
paid under the terms of the Engagement Letter, which provides
that:

   a) in the event of a Core Asset Sale of the Debtors'
      Mortgage Servicing Rights, whether alone or combined  
      with the sale of the Debtors' Residuals, the Debtors will
      pay Phoenix Capital an aggregate success fee equal to
      (i) $250,000, plus (ii) 5% of any proceeds received by  
      the Debtors in excess of $8,500,000;

   b) the event of a sale of the Debtors' Residuals that is
      separate and distinct from the sale of the Debtors'
      Mortgage Servicing Rights, the Debtors will pay Phoenix
      Capital an aggregate success fee equal to (i) $100,000,
      plus (ii) 5% of any proceeds received by the Debtors in
      excess of $6,500,000; and

   c) the Debtors will reimburse Phoenix Capital for reasonable
       travel and other out-of-pocket expenses -- excluding
       counsel fees -- incurred by the firm, whether or not a
       transaction is consummated.

The Debtors will indemnify and hold harmless Phoenix Capital from
all claims, liabilities and obligations relating to the
engagement, except to the extent finally judicially determined to
have resulted primarily from Phoenix's bad faith, intentional
misconduct or recklessness.

Michael P. Lau, executive vice president of Phoenix Capital,
assured the Court that his firm is a "disinterested person," as
that phrase is defined in Section 101(14) of the Bankruptcy Code
as modified by Section 1107(b).

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan    
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  When the Debtors
filed for bankruptcy, they listed assets and debts of more than
$100 million.

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/          
or 215/945-7000).


AEGIS MORTGAGE: BoNY Wants to Terminate Stay to Pursue Action
-------------------------------------------------------------
Bank of New York, as Trustee c/o Countrywide Home Loans, asks the
U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay of Aegis Mortgage Corp. and its debtor-affiliates'
Chapter 11 bankruptcy cases so that it may exercise its rights
against a parcel of a real property located at 3945 Arthur Ashe
Circle, Santa Rosa, California.

The borrowers with respect to the property defaulted in their
payment obligation.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington,
Delaware, related that the borrowers executed a promissory note
as well as a mortgage on the property, which was delivered to
Aegis Wholesale Corporation.   The Mortgage, together with the
note, was later transferred to Bank of New York.

Mr. Hiller related that based on the opinion of a certain broker,
the property is worth approximately $650,000, before deducting
costs of sale, broker's fees, and other fees that might be
incurred in the liquidation of the property.

Mr. Hiller argued that Aegis Wholesale has no equity in the
property since based on a review of the title of the property,
the Debtor holds a junior mortgage that is subordinate  to the
Mortgage.  He added that the junior mortgage adds little or no
value to the bankruptcy estate which makes the property
unnecessary for the Debtor's reorganization.

Mr. Hiller further contended that Bank of New York's interest in
the mortgage is not adequately protected because the value of the
property is decreasing.  He added that Bank of New York does not
know whether the property is properly insured or is being
maintained by the borrowers.   

Mr. Hiller said that Bank of New York's request will be unopposed
or entered upon consensual terms that would make a stay of any
order granting the request inappropriate.  He added that BNY seeks
relief from the stay provision of Rule 4001(a)(3) of the Federal
Rules of Bankruptcy Procedure.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan    
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  When the Debtors
filed for bankruptcy, they listed assets and debts of more than
$100 million.

The Debtors' exclusive period to file a plan expires on
Dec. 11, 2007.  Aegis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/          
or 215/945-7000).


AES CORP: Prices $2 Billion Senior Unsecured Notes Offering
-----------------------------------------------------------
The AES Corporation has priced its private placement of senior
unsecured notes, consisting of $500 million principal amount of
7.75% senior notes due 2015 and $1.5 billion principal amount of
8% senior notes due 2017.

The company intends to use the net proceeds from the sale of the
senior notes primarily to refinance a portion of its recourse
debt.  However, depending on the timing of the sources and uses of
parent-level funds, up to $600 million of the net proceeds may be
used to support the company's near-term investment requirements,
such as the potential purchase of the Brazilian National
Development Bank's interest in Brasiliana and anticipated
investments in the Philippines, South Africa and Northern Ireland,
or for general corporate purposes.

AES has a right of first refusal under the Brasiliana
shareholders' agreement to acquire BNDES's interest in Brasiliana.  
BNDES has begun the process to sell its interest in Brasiliana.

The company may also use its internally-generated free cash flow,
additional financing transactions and portfolio management
transactions, including asset sales and subsidiary
recapitalization transactions to fund its investments and for the
refinancing of its recourse debt.

The senior notes will not be registered under the Securities Act
of 1933, or any state securities laws. Therefore, the senior notes
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act of 1933 and any applicable
securities laws. This announcement is neither an offer to sell nor
a solicitation of an offer to buy the senior notes.

                     About AES Corporation

Headquartered in Arlington, Virginia, AES Corporation (NYSE: AES)
-- http://www.aes.com/-- is a power company is a holding company  
that through its subsidiaries, operates a portfolio of electricity
generation and distribution businesses in 28 countries on five
continents.  The company's employs 30,000 people.  It operates two
types of businesses.  The distribution business, which it refers
to as Utilities and the generation business, where it sells power
to wholesale customers, such as utilities or other intermediaries.  
In addition to its traditional generation and distribution
operations, it is also developing an alternative energy business.  
During the year ended Dec. 31, 2006, it operated in seven
segments, which include Latin America Generation, Latin America
Utilities, North America Generation, North America Utilities,
Europe & Africa Generation, Europe & Africa Utilities and Asia
Generation.


AES CORP: Fitch Rates $2 Billion Senior Notes at BB
---------------------------------------------------
Fitch Ratings assigned a 'BB/RR1' rating to AES Corporation's
$2 billion issuance of senior unsecured notes maturing 2015 and
2017.  AES' long-term Issuer Default Rating is rated 'B+' by
Fitch.  The rating outlook is stable.  The increase of the debt
offer from $500 million does not change Fitch's view of the
transaction as the pre-funding of growth capital spending and debt
refinancing at a time of uncertain capital markets.

Fitch's rating is still based on its expectation that AES will use
the proceeds during the next six months to pay down debt and to
invest in several different generation projects.  The company has
$415 million of debt maturing in 2008, and a variety of debt with
higher coupon rates than the new debt issued.  In addition, the
company has several projects nearing completion that should create
sufficient cash flows to offset the additional incremental debt
and interest expense and allow the company to maintain relatively
stable credit metrics.

The ratings of AES reflect the high degree of parent-company
recourse debt, the structural subordination of that debt to
project level debt, and the reliance on distributions from its
subsidiaries for parent-company debt service.  Offsetting, in
part, the company's financial risk is the solid base of utility
and contracted generation as well as the diversity of cash flow
sources.  The current stable rating outlook reflects Fitch's
expectation that credit metrics will stay within parameters for
the current rating.

AES is one of the world's largest global power companies, with
2006 revenues of $11.6 billion.  With operations in 28 countries
on five continents, the company is active in the generation,
transmission and distribution of electricity.  The company
controls more than 42,000 mw of capacity.


AES CORP: Moody's Affirms B1 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service affirmed The AES Corporation's  
Corporate Family Rating at B1 and the senior unsecured rating
assigned to its new senior unsecured notes offering at B1
following its upsizing to $2 billion from $500 million.  LGD
assessments are subject to change pending the final capital
structure.

The rating affirmation is predicated on AES using net proceeds
from the notes offering in excess of $600 million to refinance
part of the company's estimated $4.8 billion of existing recourse
debt.  Total recourse debt after the refinancing, which Moody's
expects to occur no later than year-end, is expected to be about
$5.4 billion.  Failure by AES to complete the refinancing within
the above referred timeframe would cause Moody's to reconsider its
assigned ratings.

The AES Corporation is a global power company with generation and
distribution assets in Europe, Asia, Latin America, Africa and the
United States.


AMERICAN STEAMSHIP: S&P Upgrades Ratings to BB- from B+
-------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on American Steamship Owners Mutual
P&I Assn. Inc. to 'BB-' from 'B+', and removed the ratings from
CreditWatch with positive implications.  The outlook is stable.
      
"The rating action reflects American Club's improved
capitalization on an absolute basis, which grew from a very low
$8.4 million at year-end 2005, to $32.4 million as of the first
six months of 2007," said Standard & Poor's credit analyst
Siddhartha Ghosh.  American Club's ability to make supplemental
calls enhances its financial flexibility, which is considered a
strength to the rating.
     
The ratings also reflect American Club's modest improvement in
underwriting processes since late 2006, which resulted in
cancellation and nonrenewal of many policies with weak historical
operating results.  Standard & Poor's believes American Club's
recent underwriting efforts and risk assessment processes, despite
its infancy, will improve over the next few
years.
     
The stable outlook reflects Standard & Poor's expectation that
American Club's statutory capital should improve on both an
absolute and risk adjusted bases in the next few years.  In
addition, S&P expect American Club to continue to improve its
underwriting performance with combined ratios in the 105%-110%
range in the next few years through enhanced risk management
process and disciplined underwriting.  American Club's gross
tonnage is expected to remain flat or decline slightly as the
company emphasizes underwriting quality over top-line growth.


ANTHONY AKIDI: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Anthony U. Akidi
        197 South Vallejo Way
        Upland, CA 91786

Bankruptcy Case No.: 07-16277

Chapter 11 Petition Date: October 10, 2007

Court: Central District Of California (Riverside)

Judge: Peter Carroll

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

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Option One Mortgage            value of security:        $149,758
P.O. Box 57054                 $700,000
Irvine, CA 92619

Countrywide                    value of security:         $29,412
400 CountrywideWay             $450,000
Simi Valley, CA 93065

Litton Loan Servicing          value of security:         $29,412
P.O. Box 829009                $450,000
Dallas, TX 75382


ARHUR BELL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Arhur Bell
        Vanessa Yang
        521 Driscoll Place
        Palo Alto, CA 94306

Bankruptcy Case No.: 07-53221

Chapter 11 Petition Date: October 10, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Steven J. Sibley, Esq.
                  Law Offices of DiNapoli and Sibley
                  10 Almaden Boulevard, Suite 250
                  San Jose, CA 95113-2233
                  Tel: (408) 999-0900

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

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


AVADO BRANDS: Court Approves Sale of Lubbock Property for $662,500
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Avado Brands Inc. to sell its real property located in Lubbock,
Texas to Dwayne Lynche pursuant to a real estate purchase and sale
agreement.

The Debtor and Mr. Lynche signed the purchase agreement on
Aug. 16, 2007, in which the Debtor proposed to sell two tracts of
land at Lubbock, including improvements, in exchange for $662,500.

                 Past Offers for Lubbock Property

The Debtor had informed the Court that its broker, DJM Realty
Services LLC, received about 15 serious inquiries regarding the
Lubbock property in October 2006.  In March 2007, DJM transmitted
to the Debtor a written offer of $700,000 cash from Peter Defries,
the highest bidder for the property.  However, Mr. Defries  
terminated the sale contract.

The Debtor added that in August 2007, about ten months of
marketing the property, DJM received another offer and this time
for $662,500 cash from Mr. Lynche.

DJM deemed it best that the Debtor accept Mr. Lynche's offer
although it is about 5% below the previous offer, considering the
declining real estate market and the fact that the property has
been on sale for about ten months.

                        About Avado Brands

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

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

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

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC and Pepper Hamilton LLP serve as co-counsels for the Official
Creditors Committee.  In their second filing, the Debtors
disclosed assets and debts between $1 million to $100 million.


AVADO BRANDS: Panel Wants Review Period on DIP Facility Extended
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Avado Brands Inc.
finds a proposed 60-day period ending Nov. 16, 2007, to
investigate the Debtor's postpetition financing agreement with DDJ
Capital Management LLC insufficient.  Hence, the Committee says
the investigation period should be extended to later date beyond
the proposed hearing on the sale of the Debtor's assets.  The
Committee also relates that the proposed $25,000 budget for its
investigation is insufficient.

The Debtor had proposed Nov. 20, 2007, as hearing date to consider
approval of the sale of its assets after a proposed auction slated
for November 14.  The Debtor proposes that bids be due by Nov. 7.

Avado plans to use the chapter 11 process to complete an orderly
sale of the company's assets, via section 363 of the Bankruptcy
Code.

                    Committee Raises Concerns

Earlier, the Committee had informed the Court that it has begun
discussions with the Debtors regarding their request to obtain
postpetition financing from DDJ Capital Management LLC.  The
Committee is also commencing discussions with the lenders
regarding these issues.  Based on its preliminary investigation,
the Committee expressed concern, among others, that the Debtors'
5% weekly variance cushion may not provide sufficient protection
from minor forecasting errors.

On the other hand, the Debtor had obtained second interim approval
from the Court to use DDJ DIP facility.

However, the Committee says that presently, it doesn't object to
the second interim order issued by the Court since it understands
the Debtors' need for financing.  The Committee hopes that its
concerns will be resolved prior to the October 16 final hearing on
the Debtors' motion to obtain DDJ DIP financing.

                        About Avado Brands

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

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

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

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC and Pepper Hamilton LLP serve as co-counsels for the Official
Creditors Committee.  In their second filing, the Debtors
disclosed assets and debts between $1 million to $100 million.


AVADO BRANDS: Section 341(a) Meeting Scheduled on October 16
------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 16, will hold
a meeting for Avado Brands Inc.'s creditors on Oct. 16, 2007,
10:00 a.m., Eastern time, at J. Caleb Boggs Federal Building, 844
King Street, 5th Floor, Room 5209 in Wilmington, Delaware.

This is the first meeting of creditors pursuant to Section
341(a)of the Bankruptcy Code.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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

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

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

Klee, Tuchin, Bogdanoff & Stern LLP represents the Debtors in
their latest restructuring efforts.  Donald J. Detweiler, Esq. and
Sandra G.M. Selzer, Esq. at Greenberg Traurig, LLP serves as the
Debtors' local counsel.   Otterbourg, Steindler, Houston & Rosen,
PC and Pepper Hamilton LLP serve as co-counsels for the Official
Creditors Committee.  In their second filing, the Debtors
disclosed assets and debts between $1 million to $100 million.


AXIA INC: Lower Product Demand Cues Moody's to Cut Ratings
----------------------------------------------------------
Moody's Investors Service downgraded Axia Inc.'s corporate family
rating to B3 from B2 and its probability of default rating to Caa1
from B3.  Moody's downgraded the company's senior secured bank
credit facilities to B3.  The outlook is stable.

The downgrade results from ongoing declines in demand for Axia's
products, due to continued declines in homebuilding and renovation
activity.  Moody's expects Debt-to-EBITDA leverage to increase
above 6x, and EBIT-to-interest coverage to fall below 1.0x driven
by declining operating income.

Axia's B3 corporate family rating reflects the company's small
size, high financial leverage, weak free-cash-flow, and the
company's dependence on residential home building activity.  The
company's leading market position in the automatic taping and
finishing tools business, strong brand recognition, broad
geographic diversification and strong EBITDA margins partially
mitigate these concerns.

The company's debt instruments reflect an overall probability of
default of Caa1.  The B3 instrument ratings on Axia's senior
secured term loan and revolving credit facility reflect an LGD3
(33%) loss given default rating, and are rated equally with the
corporate family rating as there is no debt cushion afforded by
junior capital.

These ratings/assessments were affected by this action:

   -- Corporate Family Rating downgraded to B3 from B2;

   -- Probability-of-Default rating downgraded to Caa1 from B3;

   -- $175 million senior secured bank credit facility
      downgraded to B3 (LGD3, 33%) from B2 (LGD3, 31%)

Axia Inc., headquartered in Duluth, Georgia, is a leading
manufacturer, marketer and distributor of ATF tools in North
America.


BARLOW PROJECTS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Barlow Projects Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Texas a list of its 20 largest unsecured
creditors.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Harrisburg Authority          Breach of contract     $45,000,000
One Keystone Plaza
Suite 104
Harrisburg, PA 17101

Southeastern Mechanic         2006 Debt of sub        $3,133,495
Service
1615 118th Avenue North
Saint Petersburg, FL 33716

Pierce Energy Corp.           Security agreement      $1,617,706
2805 West 15th Suite 101      Value of security:
Amarillo, TX 79102            $3,255,700

Vermont Properties LLC        2006 Trade debt         $1,261,046
5625 Cornerstone Drive
Fort Collins, CO 80528

Versitech                     2006 Trade debt         $1,243,392
100 Alexander Drive
Monaca, PA 15061

James Barlow                  Insider loan            $1,000,000
2805 West 15th Suite 200
Amarillo, TX 79102

Zampell                       2006 Debt of sub          $529,550
262 Times Avenue Box 3
Warrington, PA 18976

Power Maintenance             2006 Trade debt           $453,693
717 North 17th Street
Belleville, IL 62226

Leboeuf Lamb                  Legal fees                $214,087

Avogadro Environmental        2006 Trade debt           $122,896

City of Harrisburg            Breach of contract        $115,975

Dresser Rand                  2006 Trade debt           $109,975

Reynolds Construction         2006 trade debt           $107,631

Dauphin Electric              2006 Debt of sub           $96,906

David Hooker                  Shareholder dividend       $95,276

Martin Sprocket               2006 Debt of sub           $90,000

Colorado Dept. of Labor                                  $87,974

Pennsylvania Dept. of Labor                              $87,881

Randy Gardner                 2006 Trade debt            $83,184

Waste Management              2006 Debt of sub           $81,051

Headquartered in Amarillo, Texas, Barlow Projects Inc. --  
http://www.barlowprojects.com/-- is an energy services company  
developing renewable energy projects.  The company filed for
chapter 11 protection on Aug. 24, 2007 (Bankr. N.D. Tex. Case No.
07-20412).  Roger S. Cox, Esq., at Sanders, Baker & Jesko, P.C.,
represents the Debtor.


BARLOW PROJECTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Barlow Projects Inc. submitted to the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------              ----------    -----------
  A. Real Property                                          
  B. Personal Property             $3,478,265
  C. Property Claimed as
     Exempt                                            
  D. Creditors Holding
     Secured Claims                               $5,107,165
  E. Creditors Holding                              
     Unsecured Priority
     Claims                                          
  F. Creditors Holding
     Unsecured Non-priority
     Claims
55,114,787                                  
                                   ----------    -----------
     TOTAL                         $3,478,265    $60,221,952

Headquartered in Amarillo, Texas, Barlow Projects Inc. --  
http://www.barlowprojects.com/-- is an energy services company  
developing renewable energy projects.  The company filed for
chapter 11 protection on Aug. 24, 2007 (Bankr. N.D. Tex. Case No.
07-20412).  Roger S. Cox, Esq., at Sanders, Baker & Jesko, P.C.,
represents the Debtor.


BARNERT HOSPITAL: Court Approves McCarter as Bankruptcy Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Nathan and Miriam Barnert Memorial Hospital Association  
permission to employ McCarter & English LLP as its bankruptcy
counsel.

Mcarter & English is expected to:

   a) advise the Debtor with respect to its powers and duties as
      debtor and debtor-in-possession in the continued management
      and operation of its business and property;

   b) attend meetings and negotiating with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      chapter 11;

   c) take all necessary action to protect and preserve the
      Debtor's estates, including the prosecution of actions on
      behalf of the Debtor's estate, the defense of actions
      commenced against the estate, negotiations concerning
      litigation in which the Debtor may be involved and
      objections to claims filed against the estate;

   d) prepare, on behalf of the Debtor, motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   e) prepare and negotiate on the Debtor's behalf a plan of
      reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action
      on behalf of the Debtor to obtain confirmation of such plan;

   f) perform other necessary legal services and provide other
      necessary legal advice to the Debtor in connection with this
      chapter 11 case; and

   g) appear before this Court, any appellate courts, and the
      U.S. Trustee and protecting the interests of the
      Debtor's estate before such court and the U.S.
      Trustee.

Joseph Lubertazzi, Jr., Esq., a member at McCarter & English,
told the Court that the firm's professionals bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                         $300 - $650
      Associates                       $210 - $350
      Legal Assistants                 $135 - $200

Mr. Lubertazzi assured the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Lubertazzi can be contacted at:

      Joseph Lubertazzi, Jr., Esq.
      McCater & English, LLP
      Four Gateway Center
      100 Mulberry Street
      P.O. Box 652
      Newark, NJ 07102
      Tel: (973) 622-4444
      Fax: (973) 624-7070
      http://www.mccarter.com/  

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J.
Adler, Esq., at McCarter & English, LLP, represents the Debtor.
Robert M. Schechter, Esq., and Terri Jane Freedman, Esq., at
Porzio, Bromberg & Newman, P.C. represent the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million and $100 million.


BARNERT HOSPITAL: Court Okays Teich Groh as Conflicts Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Nathan and Miriam Barnert Memorial Hospital Association
authority to employ Teich Groh as its conflicts counsel.

As reported in the Troubled Company Reporter on Oct. 10, 2007,
the Debtor has determined that in certain circumstances, its
primary counsel, McCarter & English LLP, may have potential or
actual conflicts of interest on matters that arise in this case.
To ensure that it receives seamless legal representation to the
extent any actual or potential legal conflicts arise, the Debtor
has asked Teich Groh to represent it as conflicts counsel during
the pendency of its Chapter 11 case.

Barry W. Frost, Esq., a member at Teich Groh, told the Court that
the firm's professionals billing rate are:

      Designation                      Hourly Rate
      -----------                      -----------
      Attorneys                        $350 - $435
      Paraprofessionals                   $125

Mr. Frost assured the Court that the firm is "disinterested"
within the meaning of Section 101(14) of the U.S. Bankruptcy Code.

Mr. Frost can be contacted at:

      Barry W. Frost, Esq.
      Teich Groh
      691 Highway 33
      Trenton, New Jersey 07619
      Tel: (609) 890-1500
      Fax: (609) 890-6961
      http://www.teichgroh.com/

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J.
Adler, Esq., at McCarter & English, LLP, represents the Debtor.
Robert M. Schechter, Esq., and Terri Jane Freedman, Esq., at
Porzio, Bromberg & Newman, P.C. represent the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million and $100 million.


BARNERT HOSPITAL: Hires Donlin Recano as Claims Agent
-----------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave Nathan and Miriam Barnert Memorial Hospital Association
authority to employ Donlin Recano & Company Inc. as its claims,
notice and balloting agent.

Donlin Recano will:

   a. notify all potential creditors of the filing of the Debtor's
      bankruptcy petition and of the setting of the first meeting
      of creditors, pursuant to Bankruptcy Code Section 341, under
      the proper provisions of the Bankruptcy Code and the
      Bankruptcy Rules;

   b. maintain an official copy of the Debtor's schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtor's known creditors and the amounts owed;

   c. notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the Debtor's
      books and records and as set forth in their schedules;

   d. furnish a notice of the last day for the filing of proofs of
      claims and a form for the filing of a proof of claims, after
      the notice and form are approved by the Court;

   e. file with the cleck an affidavit or certificate of service
      which includes a copy of the notice, a list of person to
      whom it was mailed, and the date the notice was mailed, with
      5 days of service;

   f. maintain the official claims register for the Debtor on
      behalf of the clerk, and provide the cleck with certified
      duplicate unofficial claims register on a monthly basis,
      unless otherwise directed;

   g. specify, in the applicable claim register, these information
      for each claim docketed:

         i. claim number assigned;

        ii. date received;

       iii. name and address of the claimant and agent;

        iv. filed amount of the claim, if liquidate; and

         v. classification of the claim according to the
            proof of claim.

   h. record all transfers of claims and provide any notices of
      the transfers required by the Bankruptcy Rule 3001;

   i. make changes in the claims register pursuant to Court
      order;

   j. turn over to the cleck copies of the claims register for the
      clerk's review, upon completion of the docketing process for
      all claims received to date by the clerck's office;

   k. maintain the claims register for public examination without
      charge during regular business hours;

   l. maintain the official mailing list for the Debtor of all
      entities that have filed a proof of claim, which list shall
      be available upon request by a party-in-interest or the
      clerk;

   m. assist with, among other things, solicitation, calculation,
      and tabulation of votes and distribution, as required in
      furtherance of confirmation of the plan;

   n. provide and maintain a webstite where parties can view
      claims filed, status of claims, and pleadings or other
      documents filed with the Court by the Debtor; and

   o. transport all original documents in proper format, as
      provided by the clerks' office, to the federal records
      center.

The compensation rates of the firm's professionals are:

   Designation                  Hourly Rates
   -----------                  ------------
   Attorneys                     $200-$250
   Senior Consultants            $200-$250
   Bankruptcy Consultants        $130-$195
   IT Programming Consultants      $135
   
Louis A. Recano, a principal of the firm, assures the Court that
the firm does not hold any interest adverse to the Debtor's estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Recano can be reached at:

   Louis A. Recano
   Donlin Recano & Company Inc
   419 Park Avenue South
   New York, New York 10016
   Tel: (212) 481-1411
   Fax: (212) 481-1416
   http://donlinrecano.com/

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J.
Adler, Esq., at McCarter & English, LLP, represents the Debtor.
Robert M. Schechter, Esq., and Terri Jane Freedman, Esq., at
Porzio, Bromberg & Newman, P.C. represent the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts between
$1 million and $100 million.


BARRICADE BOOKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barricade Books, Inc.
        185 Bridge Plaza North, Suite 308A
        Fort Lee, NJ 07024

Bankruptcy Case No.: 07-13176

Type of business: The Debtor is an independent publishing house of
                  non-fiction books.  See
                  http://www.barricadebooks.com

Chapter 11 Petition Date: October 10, 2007

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Alan D. Halperin, Esq.
                  Halperin Battaglia Raicht, L.L.P.
                  555 Madison Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Overland Borenstein Scheper                               $66,637
& Kim, L.L.P.
300 South Grand Avenue,
Suite 2750
Los Angeles, CA 90071

The Maple Press Co.                                       $44,382
480 Willow Springs Lane
P.O. Box 2695
York, PA 17405

McLaughlin & Stern, L.L.P.                                $14,283
260 Madison Avenue
Attention: David Blasband,
Esq.
New York, NY 10016

JoNell Thomas, Es.                                        $11,137

Eric & D'Eva Redding                                       $9,868

Transcontinental Printings                                 $7,182
G.P.

Thomas Pawlick                                             $5,318

City Desk Design & Production                              $5,067

Howard Johns                                               $4,806

Leon H. Charney                                            $4,021

John L. Smith                                              $2,909

Sott Deitche                                               $1,681

Robin Vrba                                                 $1,592

Roslyn P. DeGregorio                                       $1,258

Edward T. Koch                                             $1,123

Edward D. Bortz, Esq.                                      $1,120

Major Forest E. Morgan                                     $1,056

Sonia Taylor                                                 $850

The Mitchell Hamilburg                                       $819
Agency

Ron Chepesiuk                                                $785


BAUSCH & LOMB: Expects $630 Mil. Net Sales in Qtr. Ended Sept. 29
-----------------------------------------------------------------
Bausch & Lomb Inc. reported preliminary financial results for the
third quarter ended Sept. 29, 2007.  The company disclosed
projected net sales of between $625 million and $630 million for
the three months ended Sept. 29, 2007, compared to net sales of
$577.3 million in the same period in the prior year.  That would
represent an increase of between 8% and 9% on a reported basis, or
approximately 5% growth in constant currency.

For the quarter ended Sept. 29, 2007, the company disclosed
estimated operating income of between $63 million and
$65 million, EBITDA of between $95 million and $97 million,
and Adjusted EBITDA of between $119 million and $121 million.  In
the prior-year period we reported operating income of
$30.1 million; EBITDA of $61.8 million and Adjusted EBITDA of
$84.9 million.

     Settlement of Material Intellectual Property Litigation

Effective Oct. 8, 2007, the company has settled the patent
infringement action against it entitled Rembrandt Vision
Technology, L.P. vs. Bausch & Lomb Incorporated, bearing case
number 2:05 CV 491, and pending in the Federal District Court for
the Eastern District of Texas (Marshall Division).

Under the settlement, the lawsuit against the company will be
dismissed with prejudice and Rembrandt agrees not to sue the
company under Rembrandt's oxygen permeability and tear-wettability
technology that it claims to be protected by a U.S. Patent No.
5,712,327 entitled "Soft Gas Permeable Lens Having Improved
Clinical Performance."

The financial terms of the settlement, which are not material to
the company, have not been disclosed.

                       About Bausch & Lomb

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

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Moody's Investors Service assigned a B2 Corporate Family Rating
to WP Prism LLC.  It is Moody's understanding that at the close
of the transaction, WP Prism LLC will merge into Bausch & Lomb
Incorporated, which will be the surviving entity.  

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Standard & Poor's Ratings Services lowered it corporate credit
rating on Bausch & Lomb Inc. to 'B+' from 'BB+' and removed all
the ratings from CreditWatch where they were placed on May 17,
2007, with negative implications.  The outlook is stable.


BEAZER HOMES: To Restate FY 2004 thru 2006 Financial Reports
------------------------------------------------------------
The audit committee of Beazer Homes USA Inc. has determined that
it will be necessary for the company to restate its financial
statements relating to fiscal years 2004 through 2006 and the
interim periods of fiscal 2006 and fiscal 2007.

The restatement is also expected to impact the financial results
for fiscal years 1999 through 2003 and the company expects that it
will reflect the impact of financial results for these prior years
as a part of the opening balances in the financial statements for
the restatement period.

The company expects the restatement's cumulative impact will
likely be an increase in net income, but will reflect an expected
decrease in net income for the company's 2006 fiscal year.  

Until the internal investigation is completed and the restatement
is finalized, the company is unable to quantify the impact of the
restatement on its issued financial statements.

As a result of the audit committee's findings, the company's
financial statements for the periods impacted by the restatement
and the related audit reports of the company's independent
registered public accounting firm should no longer be relied upon.

The restatement will not cause an adjustment to the company's
current cash position.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilders with  
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas, Virginia and West Virginia and
also provides mortgage origination and title services to its
homebuyers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug, 28, 2007,
Moody's Investors Service lowered the ratings of Beazer Homes USA
Inc., including its corporate family rating to B1 from Ba2 and
senior unsecured notes rating to B1 from Ba2.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on August 13, 2007.


BEAZER HOMES: Audit Panel Sees Down Payment Assistance Violation
----------------------------------------------------------------
The internal investigation of the audit committee of Beazer Homes
USA Inc.'s board of directors found evidence that employees of the
company's Beazer Mortgage Corporation subsidiary violated certain
U.S. Department of Housing and Urban Development regulations,
particularly in relation to Down Payment Assistance programs, in
certain Federal Housing Administration insured loans originated by
Beazer Mortgage Corporation dating back to at least 2000.

Due to several uncertainties regarding the company's ultimate
liability from these matters, at this time it is not possible for
the company to determine the total financial statement impact
related to the mortgage issues identified in the internal
investigation.

The company's potential future liability relates, in part, to the
impact of providing reimbursement of losses arising from mortgage
defaults in circumstances in which the company's FHA-insured
mortgage origination activities would have violated standard
representations made to mortgage purchasers.

In the event of fraud or certain misrepresentations at the time of
the sale of such FHA-insured loans, the company may be liable for
losses suffered either by the mortgage purchaser, or HUD if any
payment was made pursuant to an FHA loan guarantee. The factors
influencing the extent of such potential future liability include,
among other things, the number of FHA-insured loans originated by
Beazer Mortgage Corporation, the percentage of such loans in which
misrepresentations or fraud may have occurred, and the default
rate, principal amount and losses associated with such loans.

The company intends to negotiate a settlement with regulatory
authorities that would allow the company to quantify its exposure
associated with reimbursement of losses and payment of regulatory
fines, if they are imposed.

Based on an analysis of the factors and available precedents, the
company believes that an aggregate settlement with regulatory
authorities in a range of $8 - $15 million may be attainable.  
However, no settlement has been reached with any regulatory
authority at this time and there can be no assurance that any such
settlement, if reached, will be within this range.

The company is also liable for damages, costs and expenses related
to potential civil litigation involving FHA-insured loans that
cannot be quantified at this time.

      Accounting for Reserves and Other Accrued Liabilities

In the course of the internal investigation, the audit committee
discovered that reserves and other accrued liabilities, relating
to land development costs and costs to complete on closed homes
were recorded in prior accounting periods in excess of amounts
that would have been appropriate under generally accepted
accounting principles.

In essence, the investigation uncovered the accumulation of
reserves and other accrued liabilities in the earlier periods
affected by the restatement that were partially and improperly
released into income during fiscal 2006.  The company believes the
cumulative impact for correcting these matters over all periods
affected by the restatement will be to increase pre-tax income by
more than $25 million.

However, the restatement for these matters is expected to reduce
pre-tax income for the company's 2006 fiscal year by approximately
$20 million.

              Model Home Sale-Leaseback Accounting

The company also identified the existence of a continuing interest
in the potential appreciation of model homes sold in certain sale-
leaseback transactions to investors.  Due to this continuing
interest, these model home transactions did not qualify for sale-
leaseback accounting, and, instead, should have been accounted for
as financing transactions in accordance with GAAP.

The company has no negative economic exposure to the eventual
sales prices of the model homes when sold by the investors.
Therefore, the restatement of these transactions will relate to
timing differences that will have the effect of shifting revenue
and income from fiscal year 2006 into future periods. Through June
30, 2007, pretax income is expected to be reduced by approximately
$20 million, with a corresponding increase in future periods.

The estimated adjustments remain subject to review by the
company's management, its audit committee and the company's
independent registered public accounting firm as part of its audit
of the company's consolidated financial statements, and, as a
result, there can be no assurance that the final adjustments that
are made as part of the restatement will not differ materially
from these estimates.

Furthermore, the impact of these matters on the company's internal
control over financial reporting and disclosure procedures is
being evaluated.

In the audit committee of Beazer Homes's board of directors has
been conducting an independent internal investigation of the
company's mortgage origination business since April 2007.  

The audit committee retained Alston & Bird LLP as its independent
legal counsel which, in turn, retained Navigant Consulting, Inc.
as independent forensic accountants, to assist with the
investigation.  The internal investigation was conducted across
the company's operations.

The company will complete the restatements soon as practical.
Management and the audit committee have discussed the restatement
with the company's independent registered public accounting
firm.                      

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilders with  
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas, Virginia and West Virginia and
also provides mortgage origination and title services to its
homebuyers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug, 28, 2007,
Moody's Investors Service lowered the ratings of Beazer Homes USA
Inc., including its corporate family rating to B1 from Ba2 and
senior unsecured notes rating to B1 from Ba2.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on August 13, 2007.


BEAZER HOMES: Obtains Subpoena on Mortgage Origination Services
---------------------------------------------------------------
Beazer Homes USA Inc. and its subsidiary, Beazer Mortgage
Corporation received a subpoena from the United States Attorney's
Office in the Western District of North Carolina seeking the
production of documents focusing on our mortgage origination
services.

In addition, the company received from the Securities and Exchange
Commission a formal order of private investigation to determine
whether the company and/or other persons or entities involved with
the company have violated federal securities laws, including the
anti-fraud, books and records, internal accounting controls,
periodic reporting and certification provisions thereof.

While the restatement will address the accounting errors and
irregularities preliminarily identified in the audit committee
investigation and in the additional reviews conducted by
management, the U.S. Attorney and the SEC investigations are
ongoing, and there can be no assurance that there will not be
additional issues or matters arising from these investigations.

In addition, there can be no assurance that the audit committee
will not discover additional information that could affect the
restatement adjustments presently being considered.

The company is cooperating with the U.S. Attorney and SEC
investigations.  The interim results of the independent internal
investigation have been provided to both the U.S. Attorney and the
SEC.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilders with  
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas, Virginia and West Virginia and
also provides mortgage origination and title services to its
homebuyers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug, 28, 2007,
Moody's Investors Service lowered the ratings of Beazer Homes USA
Inc., including its corporate family rating to B1 from Ba2 and
senior unsecured notes rating to B1 from Ba2.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on August 13, 2007.


BEAZER HOMES: Amends Credit Facility to Waive Events of Default
---------------------------------------------------------------
Beazer Homes USA Inc. has entered into a waiver and amendment of
its revolving credit facility on Oct. 10, 2007, waiving events of
default under the facility arising from the company's decision to
restate its financial statements.  

Under the amendment, the company's obligations under the revolving
credit facility will be secured by assets that make up a borrowing
base well as substantially all of the company's unencumbered
personal property.

Approximately $32 million of borrowings are outstanding under the
company's secured credit facilities.  The company has made, and
expects to make, all scheduled payments of principal and interest
under the revolving credit facility and the secured credit
facilities.

The company has also informed the agents and lenders under its
$500 million unsecured revolving credit facility and its two other
secured credit facilities of its intention to restate its
financial statements.  There are no amounts drawn under the
revolving credit facility and approximately $108 million of
letters of credit outstanding.

The borrowing base is expected to be comprised of approximately
$108 million in cash, for the purpose of collateralizing the
outstanding letters of credit.  The company is permitted to grow
the borrowing base by adding additional cash and/or real estate to
the collateral securing the revolving credit facility.

Subject to certain conditions, the company will be permitted to
obtain a release of liens on cash securing the facility if it
substitutes real estate into the borrowing base, subject to agreed
upon advance rates on such real estate.

In addition, the company obtained additional flexibility with
respect to its financial covenants in the revolving credit
facility.  The company has sufficient real property that, if added
to the collateral pool, would allow it to fully access the total
$500 million commitment under the revolving credit facility.

As reported in the Troubled Company Reporter on Sept. 11, 2007
Beazer Homes has received on Sept. 6, 2007, purported default
notices from U.S. Bank National Association, the trustee under the
indentures governing Beazer's outstanding: (i) 8-5/8% senior notes
due May 2011; (ii) 8-3/8% senior notes due April 2012; (iii) 6-
1/2% senior notes due November 2013; (iv) 6-7/8% senior notes due
July 2015; and (v) 8-1/8% senior notes due June 2016.

The notices allege that the company is in default under the
indentures because it has not yet filed with the Securities and
Exchange Commission and delivered to the trustee its Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007.  
The notices further allege that these defaults will become events
of default under the indentures if not remedied within 60 days.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilders with  
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Mississippi, Nevada, New
Jersey, New Mexico, New York, North Carolina, Ohio, Pennsylvania,
South Carolina, Tennessee, Texas, Virginia and West Virginia and
also provides mortgage origination and title services to its
homebuyers.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Moody's Investors Service lowered the ratings of Beazer Homes USA
Inc., including its corporate family rating to B1 from Ba2 and
senior unsecured notes rating to B1 from Ba2.  The ratings remain
on review for possible further downgrade, continuing the review
process that was initiated on August 13, 2007.


BEVERLY HILLS: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Beverly Hills Realty Holding, L.L.C.
        53 Little Collabar Road
        Montgomery, NY 12549

Bankruptcy Case No.: 07-36586

Type of business: The Debtor is engaged in the real estate
                  busines.

Chapter 11 Petition Date: October 10, 2007

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Constantine G. Dimopoulos, Esq.
                  Maniatis, Dimopoulos & Lombardi, L.L.P.
                  700 White Plains Road, Suite 338
                  Scarsdale, NY 10583
                  Tel: (914) 472-4242
                  Fax: (914) 472-5074

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Drake Loeb Heller Kennedy      legal services             $15,516
et al
555 Hudson Valley Avenue
New Windsor, NY 12553


BOMBAY CO: Gets Initial Nod to Use Cash Collateral
--------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Texas gave Bombay Company Inc. and its debtor-affiliates
authority, on an interim basis, to use GE Corporate Lending and GE
Canada Finance Holding Company's cash collateral.

GE Corporate and GE Canada are the Debtors' DIP financing lenders.

The Debtors say that it has insufficient source of working
capital to meet payroll and expenses obligations, thus, it needs
to use cash collateral to finance these obligations to preserve
the value of its estate.  

As adequate protection, the Debtors grant the lenders priority
over any and all other administrative expenses, including  
superiority administrative expenses claims.

Headquartered in Fort Worth, Texas, The Bombay Company, Inc.,
(OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/--
designs, sources and markets a unique line of home accessories,
wall decor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.  The company and five of its debtor-affiliates filed
for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex.
Lead Case No. 07-44084).  Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, represents the Official Committee of Unsecured
Creditors.  As of May 5, 2007, the Debtors listed total assets
of $239,400,000 and total debts of $173,400,000.


BOMBAY CO: State Wants Bid Procedures Hearing Moved to November 16
------------------------------------------------------------------
The State of Texas asks the United States Bankruptcy Court for
the Northern District of Texas to further extend the hearing on
Bombay Company Inc. and its debtor-affiliates' proposed asset
sale procedures, until Nov. 16, 2007.  

On Sept. 20, 2007, the Debtors asked the Court for authority to
sell substantially all of their assets free and clear of all liens
and interests.

The State tells the Court that it needs more time to conduct
discovery about the Debtors' sale request and enforce the laws
which the Debtors seek to violate reasonable notice of the
proposed transaction.

According to the State, the Consumer Protection Division of the
Texas Attorney General's office did not receive the Debtors'
bankruptcy petition or the request prior to the hearing on the
bid procedures on Sept. 25 and 26, 2007.

In addition, the Stated asserts that the Debtors have neglected to
serve some regulatory authorities responsible for enforcing
violation of "GOB" sales laws in other states.

The State points out that the Debtors ask the Court to approve the
asset purchase agreement for the sale of its assets on an
extremely expedited basis.  

Furthermore, the State notes that the Debtors also seek to waive
compliance with any state or local law on store closing and to
enjoin any action by any governmental authority to prevent
consumation of the store closing sales.

Headquartered in Fort Worth, Texas, The Bombay Company, Inc.,
(OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/--
designs, sources and markets a unique line of home accessories,
wall decor and furniture through 384 retail outlets and the
Internet in the U.S. and internationally, including Cayman
Islands.  The company and five of its debtor-affiliates filed
for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D. Tex.
Lead Case No. 07-44084).  Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, represents the Official Committee of Unsecured
Creditors.  As of May 5, 2007, the Debtors listed total assets
of $239,400,000 and total debts of $173,400,000.


CANON COMMS: Moody's Changes Outlook to Positive from Stable
------------------------------------------------------------
Moody's Investors Service changed Canon Communications LLC's
rating outlook to positive from stable, reflecting recent
performance which Moody's expects will lead to continued
improvement in the company's financial metrics.  Moody's also
affirmed all existing ratings.

Ratings affirmed:

   -- $10 million first lien senior secured revolving credit
      facility, due 2010 -- B2 LGD3, 36%

   -- $119 million first lien senior secured term loan, due
      2011 -- B2 LGD3, 36%

   -- Corporate Family rating -- B3

   -- Probability of default rating -- B3

The rating outlook is changed to positive from stable .

The change in rating outlook to positive from stable reflects
management's success in achieving revenue and EBITDA growth during
fiscal 2006 and 2007, resulting in improvement in its leverage
profile which should be enhanced by the recently announced
acquisitions.

On Oct. 9, 2007, Canon acquired two German trade shows; INTERPART
and SURFACTS.  This announcement follows Canon's September 2007
acquisition of Engel Publishing Partners, a provider of print,
online and data products and conferences. Canon funded these
relatively modest-sized acquisitions, in part, through the
issuance of equity from its owners.  Moody's considers that the
cash flow generated by the acquired trade shows will assist the
company's efforts to reduce leverage.

The B3 Corporate Family rating continues to reflect Canon's modest
scale, high leverage, the acquisitiveness of management, its
vulnerability to advertising spending in the medical device
manufacturing sector, and its current dependence upon three trade
shows and two publications for about 40% of total contribution,
pro forma for the recently announced acquisitions.

Ratings are supported by the defensibility and leading market
position of the company's properties, (especially the annual New
York City and Anaheim shows), the cost efficiencies and high
margins provided by Canon's co-location model, the high growth
prospects of its on-line product offerings, the company's ability
to generate modest levels of free cash flow and the high degree of
near-term revenue visibility which characterizes Canon's trade
show business in particular.

Headquartered in Los Angeles, California, Canon Communications is
a leading producer of print productions, trade shows and digital
media for the medical device manufacturing and other niche
markets. Pro-forma for the acquisitions, the company reported
revenues of $87 million for the LTM period ended
June 30, 2007.


COMMUNITY HEALTH: Commences Exchange Offer for 8-7/8% Sr. Notes
---------------------------------------------------------------
Community Health Systems Inc. launched an offer to exchange the 8-
7/8% Senior Notes due 2015 that it sold on July 25, 2007, for new
8-7/8% Senior Notes due 2015.  The exchange offer will expire at
5:00 p.m., New York time on Nov. 13, 2007, unless extended.

The Exchange Notes are identical in all material respects to the
existing Notes, except that the Exchange Notes will be registered
with the Securities and Exchange Commission and not subject to the
transfer restrictions and registration rights that related to the
existing Notes.

The company sold the existing Notes that are subject to the offer
in a private placement to qualified institutional buyers under
Rule 144A and to persons outside the United States under
Regulation S.

Located in the Nashville, Tennessee, suburb of Franklin, Community
Health Systems Inc. (NYSE: CYH) -- http://www.chs.net/-- operates  
general acute care hospitals in non-urban communities throughout
the United States.  Through its subsidiaries, the company owns,
leases or operates approximately 130 hospitals in 28 states and
one in Ireland, with an aggregate of approximately 19,200 licensed
beds.  Its hospitals offer a broad range of inpatient medical and
surgical services, outpatient treatment and skilled nursing care.
In addition, through its QHR subsidiary, the company provides
management and consulting services to independent general acute
care hospitals located throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Community Health Systems Inc.  The corporate credit rating was
lowered to 'B+' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications on
March 20, 2007.  The rating outlook is stable.


COMPLETE COMMS: First Citizens Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
First Citizens Bank & Trust Company, as factoring agent and
largest unsecured creditor, asks the U.S. Bankruptcy Court for the
Western District of Texas to appoint a chapter 11 trustee in  
Complete Communications Services Inc.'s case.

First Citizens tells the Court that a chapter 11 trustee is needed
in the case based upon a clear evidence of fraudulent and
dishonest conduct of the Debtor's management.

First Citizens relates that the Debtor has committed repeated acts
of fraud, gross mismanagement and management incompetence during
its 18-month business relationship with the Debtor.

According to First Citizens, from the inception of the parties
factoring arrangement in March 2006 until its termination on
Aug. 3, 2007, it has paid over $9 million to the Debtor's
operating subsidiary, CoCom Cabling Systems, for accounts that
First Citizens purchased.  However, First Citizens says CoCom had
misappropriated the account proceeds due to the lender and this
non-payment is principally the result of CoCom's fraud,
mismanagement and incompetence.

In addition, First Citizens points to CoCom's issuance of about
772 checks over the parties' 12 months of business relationship,
for which there were insufficient funds in CoCom's operating
account or which resulted in that account being overdrawn.

First Citizens also disclosed that a year prior to filing for
bankruptcy, while CoCom failed to pay millions of dollars owed to
trade creditors and First Citizens, CoCom made fraudulent
transfers.  CoCom, First Citizens alleges, made loans and non-
payroll disbursements to insiders totaling $1,713,100, of which
$1,489,000 was disbursed to Heidi Cottingham, president and chief
executive officer.

On Aug. 3, 2007, First Citizens said it demanded payment of
$9.3 million from CoCom by a letter.  Thereafter, First Citizens
commenced an investigation and verification whereby it discovered
among others, that there were numerous accounts, totaling hundreds
of thousands of dollars, where payments had been made directly to
CoCom, rather than to First Citizens.

Moreover, First Citizens argued that it has overwhelming lack of
confidence in the Debtor and its management resulting from the  
Debtor's refusal to provide relevant documentation of its
financial affairs.

The Court has scheduled a hearing on Nov. 5, 2007 at 1:30 p.m. to
consider the appointment of a chapter 11 trustee in the Debtor's
case.

As reported in the Troubled Company Reported on Sept. 5 2007, the
Debtor raised questions on the validity of First Citizens' liens
and intends to file an adversary proceeding against First
Citizens.  The Debtor alleges that First Citizen failed to perfect
its security interest in the Debtor's asset prior to the 90-day
preference period.

The TCR also reported that the Court had permitted the Debtor to
use First Citizens' cash collateral, specifically non-factored
accounts receivable, on an interim basis.  The Court however
forbid the Debtor from using cash proceeds from accounts
receivables that have been factored by First Citizens.

                  About Complete Communications

Round Rock, Texas-based Complete Communications Services Inc., --
http://www.cocomcabling.com/-- through its subsidiary, CoCom  
Cabling Systems, designs, installs, and services fiber-optic and
coaxial cable systems for data and voice networks.  The Debtor
generates gross annual revenues of over $13,000,000 and employs
over 100 people.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  As of
June 30, 2007, the Debtor had total assets of $15,183,399 and
total liabilities of $12,667,032.


COMPLETE COMMUNICATIONS: Files List of Largest Unsecured Creditors
------------------------------------------------------------------
Complete Communications Services Inc. submitted the U.S.
Bankruptcy Court for the Western District of Texas for permission
its list of 20 largest unsecured creditors.

     Entity                                   Claim Amount
     ------                                   ------------
     First Citizens Bank of NC                  $8,724,463
     P.O. Box 4715
     Greensboro, NC 27404

     Communications Supply Corporation            $881,837
     3050 Payshere Circle
     Chicago, IL 60674

     Rexel                                       $763,890
     P.O. Box 121021 Dept. 1021
     Dallas, TX 75312

     Anixter                                     $388,487
     P.O. Box 847428
     Dallas, TX 75284-7428

     INX, Inc.                                   $319,201
     P.O. Box 741619
     Houston, TX 77074

     Scan Source Security Distribution           $192,825
     P.O. Box 890222
     Charlotte, NC 28289-0222

     SGI Datacom                                 $140,640
     12500 San Pedro Ave. #475                   
     San Antonio, TX 78216

     Pitts Construction, Inc.                     $92,210
     808 Airport Blvd.
     Austin, TX 78702

     TVC, Inc.                                    $79,666
     P.O. Box 933299
     Atlanta, GA 31193-3299

     Bridge Point Communications                  $75,973
     1019 N. Duncanville Rd. #200
     Duncanville, TX 75116

     Accu Tech Corporation                        $52,124
     P.O. Box 100489
     Atlanta, GA 30384-0489

     The Republic Group                           $41,866
     P.O. Box 809061
     Dallas, TX 75380-9061

     Blackbox                                     $38,975
     2800 Post Oak Blvd. #200
     Houston, TX 77056

     USI Southwest                                $24,249
     P.O. Box 130026
     Dallas, TX 75313-0026

     Bull & Associates                            $23,258
     901 S. Mopac Expressway
     Barton Oaks, Plaza II
      
     MRSW Management, LLC                         $22,432
     P.O. Box 6941
     Austin, TX 78746

     Wright Express                               $21,864
     P.O. Box 6293
     Carol Stream, IL 60197-6293

     Anritsu                                      $19,526
     Anritsu 490 Jarvis Dr.
     Morgan Hill, CA 95037

     Sonitrol Corp. San Antonio                   $13,779
     P.O. Box 660777
     Dallas, TX 75266-0777

     Tatum, LLC                                   $12,500
     P.O. Box 403291
     Atlanta, GA 30384-3291

Round Rock, Texas-based Complete Communications Services Inc., --
http://www.cocomcabling.com/-- through its subsidiary, CoCom  
Cabling Systems, designs, installs, and services fiber-optic and
coaxial cable systems for data and voice networks.  The Debtor
generates gross annual revenues of over $13,000,000 and employs
over 100 people.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  As of
June 30, 2007, the Debtor had total assets of $15,183,399 and
total liabilities of $12,667,032.


COMPLETE COMMUNICATIONS: Taps Hance Scarborough as Special Counsel
------------------------------------------------------------------
Complete Communications Services Inc. asks the U.S. Bankruptcy
Court for the Western District of Texas for authority to employ
Hance Scarborough Wright Woodward & Weisbart LLP as its special
litigation counsel.

Hance will assist the Debtor in an investigation relating to an
alleged legal malpractice by Winstead PC.  The Debtor has proposed
to commence the investigation because it believes that Winstead
has breached its fiduciary duty to the Debtor as a result of an
ongoing conflict of interest.  In addition, Hance will also assist
the Debtor to request for a disqualifications of Winstead from
various matters.

The Debtor relates that Winstead formerly represented the Debtor
in obtaining employment and immigration documents for an employee,
Robert Reyes.  To date, Winstead has not withdrawn from its
representation of the Debtor.  However, Winstead is now counsel to
the Debtor's factoring agent and largest unsecured creditor, First
Citizens Bank of North Carolina in a lawsuit filed by First
Citizens Bank against Complete Communications and two of its
officers on various grounds including breach of contract and
fraud.

The Debtor states that Winstead has insisted that no conflict of
exists and no duty is breached by its dual representations.  
However, the Debtor believes that Winstead has had access to and
has been privy to its confidential corporate information.  Hence,
the Debtor has not consented to the dual representation.

The Debtor will pay Hance based on the firm's customary rates.  
Also, Hance requires the Debtor to pay a $10,000 retainer to begin
its investigation.

To the best of the Debtor's knowledge, Hance has no interest
adverse to the Debtor or its estate and is disinterested.

The firm can be reached at:

             Hance Scarborough Wright Woodward & Weisbart LLP
             111 Congress Avenue, Suite 500
             Austin, TX 78701
             Tel: (512) 479-8888
             Fax: (512) 482-6891
             http://www.hswww.com/

Round Rock, Texas-based Complete Communications Services Inc., --
http://www.cocomcabling.com/-- through its subsidiary, CoCom  
Cabling Systems, designs, installs, and services fiber-optic and
coaxial cable systems for data and voice networks.  The Debtor
generates gross annual revenues of over $13,000,000 and employs
over 100 people.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  As of
June 30, 2007, the Debtor had total assets of $15,183,399 and
total liabilities of $12,667,032.


CONGOLEUM CORP: FCR Has Until Oct. 25 to File Amended Disclosure
----------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey gave R. Scott Williams, Esq., the Future
Claims Representative for Congoleum Corp. and its debtor-
affiliates, until Oct. 25, 2007, to file an amended disclosure
statement explaining the Chapter 11 Plan of Reorganization filed
by the FCR.

Judge Ferguson also set these schedules:

    * Oct 12, 2007  -- FCR's deadline to file voting procedures
                       with respect to the Amended Disclosure
                       Statement.

                    -- Deadline for the Debtors' Official
                       Committee of Bondholders to file a motion
                       Seeking a bar date order.

    * Nov. 1, 2007  -- Deadline to file all objections to the
                       Amended Disclosure Statement

    * Nov. 8, 2007  -- Hearing for the Amended Disclosure
                       Statement.

                    -- Hearing on the voting procedures and bar
                       date motion.

                       Treatment of Claims

Under the FCR's Plan, Administrative Claims, Priority Tax Claims,
Priority Claims and Lender Secured Claims will be paid in full.

The FCR discloses that Reorganized Congoleum will enter into a
revolving credit and term loan and exit facility in the aggregate
principal amount of $30 million with lenders acceptable to the FCR
and secured by substantially all of the assets of Reorganized
Congoleum.

Holders of Other Secured Claims will have their claims reinstated,
the FCR adds. .

General Unsecured Creditors will receive their pro rata share of:

    (a) 49% of the common stock of Reorganized Congoleum to be
        issued on the effective date of the Plan, and

    (b) the 10% Senior Subordinated Notes due Dec 31, 2013 to be
        issued by Reorganized Congoleum in the aggregate principal
        amount of $50 million bearing a 10% interest per annum and
        payable semi-annually.

Holders of Convenience Class Claims, will receive, in full
satisfaction of their claims, cash equal to the lesser of:

    (a) the amount of the claim; or
    (b) $1,000

Workers' Compensation Claims will pa paid in the ordinary course
of business.

All claims of American Biltrite, Inc., will be subordinated to all
other Claims.

On the effective date, all liability for all Asbestos Personal
Injury Claims, as well as liability for all future demands, will
be assumed by the Plan Trust.  Asbestos Property Damage Claims
will also be assumed by the Plan Trust.

Congoleum's Interests will be cancelled and holders will receive
nothing under the plan.  Subsidiary Interests however will be
retained.

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R Scott Williams, Esq., of Haskell Slaughter Young & Rediker, LLC,
the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONGOLEUM CORP: U.S. Trustee Wants Examiner to Probe Tersigni
-------------------------------------------------------------
Kelly Beaudin Stapleton, U.S Trustee for Region 3, asks the U.S
Bankruptcy Court for the District of New Jersey to appoint an
examiner to investigate the conduct of L. Tersigni Consulting,
P.C, and determine whether Congoleum Corp. and its debtor-
affiliates or the estate have any causes of actions against L.
Tersigni Consulting, P.C. as a result of that conduct.

The U.S. Trustee tells the Court that there are allegations that
Tersigni improperly billed the estate for time that it did not
work.  It also appears that Tersigni engaged in a systematic
effort to improperly increase its bills in not only this case, but
in many other bankruptcy cases in which it was employed, the
Trustee adds.

The Trustee asserts that an examiner is needed to investigate
Tersigni's conduct and billing practices in this case and to
determine what causes of action the Debtors or the estate may have
against Tersigni.

The Trustee further argues that the issue is of vital importance
as it involves allegations of a professional who has violated its
fiduciary obligation to the estate and its duty of candor to the
court.

The appointment of an independent fiduciary to investigate these
serious allegations of fraud and dishonesty related to the affairs
of the Debtors is both warranted and necessary.  The Trustee tells
the Court that appointment of an examiner will benefit all
creditors and the estate because it serves to uncover the extent
of Tersigni's conduct and determine the causes of action for this
estate that exist against Tersigni.

                     Other Examiner Requests

The Trustee discloses that it has filed a similar request in the
bankruptcy case of G-I Holdings, Inc. (Bankr. D. N.J. Case No.
01-30135).  The Hon. Rosemary Gambardella is set to hear on that
request on October 16.

The Trustee also made the same request in W.R. Grace & Co.'s
bankruptcy proceedings.

                       W.R. Grace Request

As reported in yesterday's Troubled Company Reporter, at hearing
on Sept. 24, 2007, the Hon. Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware refused to appoint a
Court examiner to probe on the bills paid by W.R. Grace & Co. and
its debtor affiliates to L. Tersigni Consulting until the Office
of the U.S. Trustee for Region 3 can explain why it took them 17
months to inform the Court of the investigation initiated by the
Department of Justice on Loreto Tersigni and the Tersigni firm.

Judge Fitzgerald, during the hearing, also expressed her concern
on the additional expense Grace will likely incur if an examiner
is appointed.  A continued hearing for October 25 and 26, 2007,
has been set for the examiner request.  

                        About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient  
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R Scott Williams, Esq., of Haskell Slaughter Young & Rediker, LLC,
the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc., which owns 55% of Congoleum, is
represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONSTRUCTION FLEET: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Construction Fleet Services, Inc.
        2386 North Batavia
        Orange, CA 92865

Bankruptcy Case No.: 07-13279

Type of business: The Debtor is a homebuilder and developer.

Chapter 11 Petition Date: October 10, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Harlene Miller, Esq.
                  525 North Cabrillo Park Drive, Suite 104
                  Santa Ana, CA 92701
                  Tel: (714) 541-6072

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
   ------                      ---------------       ------------
Arco-FleetCor                  Credit card                $48,726
c/o Harold P Margulies, Esq.
1875 Century Park East,
Suite 1240
Los Angeles, CA 90067

Shell                          Credit card                Unknown
P.O. Box 183019
Columbus, OH 43218-3019


CRUM & FORSTER: Moody's Lifts Senior Debt Rating to Ba2
-------------------------------------------------------
Moody's Investors Service upgraded the senior debt rating of Crum
& Forster Holdings Corp. to Ba2 from Ba3.  In the same action,
Moody's also upgraded the insurance financial strength ratings of
its main operating companies (United States Fire Insurance Company
and The North River Insurance Company) to Baa2 from Baa3.  The
outlook for the ratings is stable.  This action concludes the
review for upgrade which began on
July 17, 2007.  The outlook for the ratings is stable.

According to Moody's, the rating upgrade reflects management's
success in improving underwriting discipline and results at Crum &
Forster, the resultant higher profitability, as well as the
increasing financial flexibility at Crum & Forster's parent,
Fairfax Financial Holdings Ltd.  Over the past several years, the
company has centralized its underwriting function and produced
steadily improving operating profitability, improved
capitalization and a marked decrease in adverse development of
prior year reserves. Of continuing concern to Moody's, however, is
the company's exposure to catastrophe risk and the possibility of
continued adverse development of asbestos and environmental
liabilities.

Moody's commented that the ratings could be upgraded if:

   a. FFH's financial flexibility improves such that financial
      leverage drops below 40%, earnings coverage is above 4x
      and cash coverage is above 3x;

   b. Crum & Forster delivers consistently positive operating
      earnings (excluding realized gains); Crum & Forster
      maintains ROE above 10% across the cycle;

   c. Crum & Forster develops a longer track record of low
      adverse development on prior year reserves and raises its
      A&E funding ratio above 8x;

   d. the company reduces reinsurance recoverables to equity
      ratio to well below 150%; and

   e. Crum & Forster builds a strong competitive position in
      one or more key market segments.

Moody's said that Crum & Forster's ratings could be downgraded if
theseoccurred:

   a. FFH's financial flexibility deteriorates such that
      financial leverage rises above 50%, earnings coverage is
      below 2x or cash coverage is below 1.5x;

   b. Crum & Forster reports an annual net loss, or a  
      cumulative net loss over four quarters;

   c. the company reports adverse development in excess of 7%
      of beginning year reserves; or

   d. there is a material increase in the company's catastrophe
      exposure

These ratings were upgraded:

Crum & Forster Holdings Corp.:

   -- senior unsecured debt rating to Ba2 from Ba3;

United States Fire Insurance Company:

   -- insurance financial strength rating to Baa2 from Baa3;

The North River Insurance Company:

   -- insurance financial strength rating to Baa2 from Baa3.

Crum & Forster primarily underwrites property and casualty
insurance in the United States.  Its main lines of business
include workers' compensation, property, general liability and
commercial automobile insurance.  At June 30, 2007, Crum & Forster
Holdings Corp. reported net premiums written of
$594 million, net income of $62 million, and quarter-end
shareholders' equity of $1 billion.


CRYSTAL SPRINGS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Crystal Springs Apparel LLC filed with the U.S. Bankruptcy Court
for the Southern District of Mississippi a list of its 20 largest
unsecured creditors.

     Entity                             Claim Amount
     ------                             ------------
     US Customs Service                      $80,921
     P.O. Box 100769
     Atlanta, GA 30384

     Douglas Montague, Esq.                  $44,000
     P.O. Drawer 1975
     Hattiesburg, MS 39403-1975

     Haddox Reid Burkes, et. al.             $19,750
     P.O. Drawer 22507
     Jackson, MS 39225-2507

     Chase                                   $17,660

     Carter Apparel Sales Co.                $15,755

     Bonifay Manufacturing Inc.              $15,356

     American Express Delta                  $14,921

     X L Specialty Ins Co                    $14,827

     Frank Sedberry                          $14,030

     Alamac American Knits LLC                $9,016

     Yellow Global                            $8,488

     Page & Jones Inc                         $7,958

     Exhibit Brokers Inc.                     $7,331

     Service Printers, Inc.                   $6,764

     Carl M. Cassetta, Jr.                    $6,115

     United Parcel Service                    $5,872

     ADT Security Systems                     $4,930

     American Express                         $4,706

     Alpha Janitorial & Supply                $4,348

     Lefleur Paper Company LLC                $3,819

Based in Crystal Springs, Mississippi, Crystal Springs Apparel LLC
-- http://www.csapparel.com/-- wholesales quality cotton and  
cotton/polyester blend knit, woven, and denim shirts.

The Debtor filed for chapter 11 protection on Aug. 23, 2007
(Bankr. S.D. Mis. Case No. 07-02633).  Craig M. Geno, Esq.
of Harris Jernigan & Geno, PLLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed estimated assets of $100,000 to $1 million and estimated
debts of $1 million to $100 million.


ELAN CORP: S&P Holds 'B' Rating and Revises Outlook to Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Elan
Corp. PLC to positive from stable and affirmed the ratings on the
company and its subsidiaries, including the 'B' corporate credit
rating.
     
The outlook revision reflects the increasing sales of Dublin,
Ireland-based Elan's key product, the multiple sclerosis
treatment, Tysabri.  Although continued losses and negative cash
flow remain concerns, Standard and Poor's believes that the
current sales momentum of Tysabri will enable Elan to turn
profitable and cash flow positive in the near-to-intermediate
term.  Elan has sufficient cash on hand to fund its operations
until that point, and while the company remains highly leveraged,
it does not face any major debt maturities until 2011.
     
"The ratings on Elan reflect the company's high debt leverage,
continued losses and negative cash flow, and heavy reliance on the
sales of Tysabri," said Standard & Poor's credit analyst Arthur
Wong.  "These are offset somewhat by the growth potential of
Tysabri in an MS market, adequate liquidity in the
form of significant on-hand cash, and the lack of significant debt
maturities until 2011."
     
Elan specializes in the development and marketing of treatments
for pain, central nervous system ailments, infectious diseases,
and autoimmune problems.


ENTERPRISE GOLF: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Enterprise Golf and Sportswear, Inc.
        600 Secaucus Road
        Secaucus, NJ 07094

Bankruptcy Case No.: 07-24608

Type of business: The Debtor sells golf equipment in retail.  See
                  http://www.enterprisegolfoutlet.com/

Chapter 11 Petition Date: October 9, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: John DiIorio, Esq.
                  Shapiro & Croland
                  Continental Plaza II, 6th Floor
                  411 Hackensack Avenue
                  Hackensack, NJ 07601-6328
                  Tel: (201) 488-3900

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bristol Secaucus                                       $1,619,770
c/o Colliers Houston & Co.
200 Cottontail Lane
Somerset, NJ 08873

Harry Dahl                                               $180,000
c/o Dahl Automotive
3rd & Division Streets
La Crosse, WI 54601

Callaway Golf                                            $133,088
P.O. Box 9002
Carlsbad, CA 92018-9002

Citicards                                                 $79,300

Craig R. Weis                                             $65,000

Nike U.S.A., Inc.                                         $49,674

Taylor Made Golf Co.                                      $48,509

Cleveland Golf                                            $36,145

Ford Credit                                               $27,517

Bank of America                                           $27,500

Tour Edge                                                 $25,453

Advanta Bank                                              $20,000

Mac Gregor Golf Co.                                       $18,964

Mizuno U.S.A., Inc.                                       $16,916

American Express                                          $16,055

Golf Max                                                  $12,615

U.S. Bank                                                 $12,500

Ping A Karstan                                            $12,395
Manufacturing Corp.

P.S.E.&G. Co.                                             $12,017


ESTERLINE TECH: Selling 3.45 Million Common Stock for $55/Share
---------------------------------------------------------------
Esterline Technologies Corporation has agreed to sell 3,450,000
shares of its common stock at an initial public offering price of
$55 per share in an underwritten public offering.

Net proceeds from the offering will be used to repay outstanding
debt under credit facilities and for general corporate purposes.  

The sale will be made under Esterline's effective shelf
registration statement filed with the Securities and Exchange
Commission.  

The sole underwriter for the offering is Jefferies & Company Inc.

A copy of the final prospectus supplement relating to the offering
may be obtained, when available, from:

     Jefferies & Company Inc.
     Equity Capital Markets
     520 Madison Avenue
     New York, NY 10022
     Tel 1-888-449-2342

               About Esterline Technologies Corp.

Based in Bellevue, Washington, Esterline Technologies Corp.
(NYSE: ESL) -- http://www.esterline.com/-- is a specialized   
manufacturing company serving aerospace and defense customers.  
The company designs, manufactures and markets engineered products
and systems for application.  The company operates in three
segments: Avionics and  Controls, Sensors and Systems, and
Advanced Materials.  

                          *     *     *

In February 2007, Moody's Investor Service placed the company's  
long term corporate family and probability of default ratings at
'Ba2', which still hold to date.  The outlook is stable.


GENERAL MOTORS: New Labor Contract Protects UAW Jobs
----------------------------------------------------
It took a two-day strike, extraordinary solidarity and more than
two months of tough bargaining for 73,000 United Auto Workers
union members at General Motors Corp. to bring home a new contract
with unprecedented product and investment commitments.

With the protection of U.S. manufacturing jobs at the top of the
union's bargaining agenda, UAW negotiators insisted on -- and won
-- solid pledges from GM to build specific products in specific
plants.

GM also agreed to a moratorium on outsourcing, a pledge to
insource more than 3,000 UAW jobs and a commitment to hire 3,000
temporary workers as permanent GM employees.

"For too many years, America has stood idly by while industries
moved overseas," UAW President Ron Gettelfinger said.  "U.S.
autoworkers made a decision.  We were fighting for U.S. auto jobs.  
We made progress at GM, and we're going to continue to advocate
for a strong U.S. manufacturing sector."

The tentative agreement, reached at 3:05 a.m. Sept. 26, 2007,
delivers solid economic gains for active and retired members,
despite repeated attempts by GM to impose harsh takeaways.

The new contract covers more than 73,000 active workers at GM and
more than 269,000 GM retirees and 69,000 surviving spouses.  It
will expire on Sept. 14, 2011.

The agreement delivers substantial economic gains to active
workers, including a $3,000 signing bonus, two 3% lump sums and a
4% lump sum.  Projected economic gains for a typical UAW GM
assembler during the life of the agreement will total $13,056,
including bonuses, lump sums, and projected gains from cost-of-
living allowances.

The contract also brings unprecedented job security with company
commitments to invest in new products for its existing U.S.
facilities, as well as a moratorium on plant closings and
outsourcing of work over the life of the agreement.  The UAW also
was able to secure a commitment to hire 3,000 temporary workers
into full-time, traditional employment.

The contract maintains comprehensive health care, with dental,
hearing and other benefits, and prescription drug coverage for
active workers.  In addition, GM will contribute more than
$35 billion to secure long-term health care for UAW GM retirees.  
This includes a $24.1 billion contribution to a new Voluntary
Employee Beneficiary Association, which will establish an
independent trust fund to pay retiree health benefits; up to $1.6
billion in additional contributions if needed to maintain the
solvency of the trust fund; a $4.37 billion convertible note
issued by GM, and an estimated $5.4 billion in direct payments for
retiree health care through Jan. 1, 2010, before the new VEBA is
operational.  Active workers will contribute to the cost of
retiree health care through COLA diversions, and because resources
that would have been used for a general wage increase for active
workers will instead be contributed to the VEBA.  A portion of
COLA payments will also be diverted to defray the cost of health
care for active workers.

Retired workers will have their health benefits secured by a
Voluntary Employee Beneficiary Association, prefunded by GM with
$29.9 billion in cash and other assets.  The fund can only be used
to pay retiree health benefits, and will remain solvent for
decades regardless of the financial condition of GM.

For the first time, the UAW GM agreement will provide both an
increase in basic pension benefits for retirees and a lump-sum
payment in the first year of the agreement.  Basic pension
benefits are increased in each year of the agreement and "30-and-
out" benefits are enhanced for workers who retire under the new
agreement.  Current retirees will receive a $700 lump-sum payment
in December, and a lump-sum payment based on years of credited
service for each of the other three years of the agreement.  
Surviving spouses will receive 65 percent of these amounts.  The
new contract provides that entry-level workers at GM in non-core
job classifications such as material movement, general stores
management and kitting and sequencing will be paid under a new,
lower wage and benefit structure.  These provisions are intended
to keep work in GM plants and to encourage the possibility of
future employment growth.

In recognition of the ongoing health care crisis in the United
States, the agreement also establishes the National Institute for
Health Care Reform, a joint labor-management effort to improve the
affordability, accessibility and accountability of the U.S. health
care system.  The Institute, with $15 million in initial funding
from five annual $3 million payments by GM, will serve as a
research and educational center dedicated to improving the medical
delivery system, including efforts to expand access to quality
health care for all Americans.

The proposed contract will also deliver benefits to current and
future retirees, with four lump-sum payments for current retirees,
and a raise in basic benefit rates, the 30-and-out supplement,
temporary and interim benefits for future retirees.

The company came into these talks looking to shred our contract to
pieces," UAW Vice President Cal Rapson, who directs the UAW GM
Department, said.  "But you can't tear apart a group that stands
together the way UAW members do."

The new agreement also requires contributions from active UAW
members to benefit retirees, and an adjustment in wage schedules
to encourage new hiring at GM.  Resources that would have gone to
a general wage increase for active workers will instead be used to
contribute to the VEBA to fund retiree health care benefits, and
GM will have the right to hire entry-level workers at a lower wage
rate for certain "non-core" operations.

"We're dealing with the realities of a highly competitive industry
that does not operate on a level playing field," Mr. Rapson said.  
"We've negotiated a realistic agreement that protects existing
manufacturing jobs, and also creates the possibility for future
growth."

                Member Ratification of the New CBA

As reported in yesterday's Troubled Company Reporter UAW members
voted to ratify a new collective bargaining agreement with GM.  
The vote was 66% in favor of the four-year pact among production
workers, and 64% in favor among skilled trades workers.

As previously reported, the union reached a tentative agreement
with GM following a two-day strike against the company.  UAW
President Ron Gettelfinger praised the membership and local union
leadership for their solid support.

"We entered these negotiations with a clear mandate from our
membership," Mr. Gettelfinger said.  "With their help and
solidarity, we were able to achieve our goals.  We protected jobs,
wages and benefits for both active and retired General Motors
workers -- and we helped protect middle-class manufacturing jobs
in communities throughout the United States."

UAW Vice President Cal Rapson, who heads the union's UAW GM
Department, commended the work of the National Negotiating
Committee, led by Bill King of UAW Local 659.

"Our bargaining committee was truly top-notch," Mr. Rapson said.  
"They knew the objectives; they resisted the company's repeated
attempts to take, take, take. They really proved their mettle
during these difficult negotiations."

                      About General Motors

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

                         *     *     *

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

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

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


GLORIA BIANCO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gloria Annette Bianco
        aka Annette Bianco
        fka Annette Long
        dba Body Heat Fine Tanning Salons
        425 Leventina Canyon Road
        Reno, NV 89523

Bankruptcy Case No.: 07-51355

Type of business: The Debtor owns and manages tanning salons.

Chapter 11 Petition Date: October 9, 2007

Court: District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Total Assets: $1,586,844

Total Debts:  $1,656,482

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Body Heat, Inc.                promissory note           $200,000
c/o Dave Masterson
74-4912 Kiwi Street
Kailua-ona, HI 96740

Frontier Leasing               purchase money;            $63,000
11180 Aurora Avenue            value of security:
Urbandale, IA 50322            $3,000

Internal Revenue Service       employer liability         $49,925
Ogden, UT 84201-0003

Nevada State Bank              credit line                $49,680

Coldstream III, L.L.C.         rent in arrears            $16,267

S.B.C.                         telephone                  $16,000

Wells Fargo, M.C.              goods & services           $15,985

Sparks McCarran, L.L.C.        rent in arrears            $10,870

East Winnie Lane, L.L.C.       rent in arrears             $9,515

R.C. Willeys                   goods & services            $9,058

William & Waltraud Schenider   rent in arrears             $7,488

Lowes                          goods & services            $5,940

Plumas County Tax Collector    real property taxes         $5,800

Target V.I.S.A.                goods & services            $5,022

Home Depot                     goods & services            $4,373

J.C. Penneys                   goods & services            $3,976

Lowes                          goods & services            $3,903

Charter Media                                              $3,848

Capital One                    goods & services            $3,141

Home Depot                     goods & services            $2,512


GMAC LLC: Financial Services Buys Equity Stake in GMAC India
------------------------------------------------------------
GMAC Financial Services, a subsidiary of GMAC LLC, has purchased
the 25.1% equity stake in GMAC Financial Services India Ltd. from
Nucleus Software Exports Limited, bringing ownership of this
automotive finance business to 100% subject to regulatory
approval.

"This transaction is a strategic decision and underlines GMAC's
commitment to the Indian market and desire to position our
business for the long term," Ruud Grin, regional vice president
for GMAC Asia Pacific, said.  "The Indian auto market is a key
area of growth and through whole ownership, GMAC will be better
positioned to continue to expand its automotive finance business.  
In addition, we value our relationship with General Motors in this
market, and will continue to support the sale of GM products in
the region."

In 2004, Nucleus Software Exports Limited, one of GMAC's key
international information technology suppliers, acquired 25.1% of
GMAC's Indian operation.

"Nucleus Software Exports Limited has been an excellent partner,
and GMAC's automotive International Operations will continue to
use Nucleus as one of its preferred information technology
providers," Mr. Grin said.

                           About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors   
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and currently
employs about 31,000 people worldwide.

GMAC Financial Services is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and commercial
finance businesses.

GMAC Financial Services India Ltd. has been present in India since
1997 with headquarters in Chennai and 100 employees in 21 offices
across the country.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+/B-1'
counterparty credit rating on GMAC LLC.  The outlook was revised
to negative from developing.


GREAT CIRCLE: Wants to File Schedules & Statements Until Oct. 19
----------------------------------------------------------------
Great Circle Family Foods LLC and its debtor-affiliates ask
the United States Bankruptcy Court for the Central District
of California to further extend, until Oct. 19, 2007, the period
within which they can file their schedules of assets and
liabilities, and statement of financial affairs.

The Court originally set, Oct. 6, 2007, as the deadline for the
Debtors to file their schedules and statements.

The Debtors tell the Court that it needs more time to analyze and
compile the records to meet its obligations within the required
period.

Based in Fullerton, California, Great Circle Family Foods, LLC --
http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee   
with about a dozen stores operating in Southern California.  The
company and five of its affiliates filed for chapter 11 protection
on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600).  Kim
Tung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors.  The
U.S. Trustee for Region 16 has appointed seven creditors to the
Official Committee of Unsecured Creditors in these cases.  When
the Debtors filed for protection from their creditors, it listed
assets and debts between $1 million and $10 million.


GREAT CIRCLE: Taps Levene Neale as Bankruptcy Counsel
-----------------------------------------------------
Great Circle Family Foods LLC and its debtor-affiliates ask
the United States Bankruptcy Court for the Central District of
California for authority to employ Levene, Neale, Bender, Rankin
& Brill LLP as their bankruptcy counsel.

Levene Neale will:

  a) advise the Debtors with regard to the requirements of the
     Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the
     Office of the United States Trustee as they pertain to the
     Debtors;

  b) advise the Debtors with regard to certain rights and remedies
     of their bankruptcy estates and the rights, claims and
     interests of creditors;

  c) represent the Debtors in any proceeding or hearing in the
     Bankruptcy Court involving their estates unless the Debtors
     are represented in such proceeding or hearing by other
     special counsel;

  d) conduct examinations of witnesses, claimants or adverse
     parties and represent the Debtors in any adversary proceeding
     except to the extent that any such adversary proceeding is in
     an area outside of LNBRB's expertise or which is beyond
     the firm's staffing capabilities;

  e) prepare and assist the Debtors in the preparation of reports,
     applications, pleadings and orders including, but not limited
     to, applications to employ professionals, interim statements
     and operating reports, initial filing requirements, schedules
     and statement of financial affairs, lease pleadings, cash
     collateral pleadings, financing pleadings, and pleadings with
     respect to the Debtors' use, sale or lease of property
     outside the ordinary course of business;

  f) represent the Debtors with regard to obtaining use of debtor
     in possession financing or cash collateral including, but not
     limited to, negotiating and seeking Bankruptcy Court approval
     of any debtor in possession financing or cash collateral
     pleading or stipulation and preparing any pleadings relating
     to obtaining use of debtor in possession financing or cash
     collateral;

  g) assist the Debtors in the negotiation, formulation,
     preparation and confirmation of a plan of reorganization and
     the preparation and approval of a disclosure statement in
     respect of the plan; and

  h) perform any other services which may be appropriate in
     the firm's representation of the Debtors during their
     bankruptcy case.

The compensation rates of the firm's professionals are:

      Designation                  Hourly Rate
      -----------                  -----------  
      Partners                      $425-$575
      Associates                    $275-$405
      Paraprofessionals               $185
     
The Debtors paid the firm a $100,000 retainer for legal services.

Ron Bender, Esq., a partner of the firm, assures the Court that
the firm does not hold any interest adverse to the Debtors'
estate, and is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Bender can be reached at:

   Ron Bender, Esq.
   Levene, Neale, Bender, Rankin & Brill LLP
   10250 Constellation Boulevard
   Los Angeles, California 90067
   Tel: (310) 229-1234
   Fax: (310) 229-1244
   http://www.lnbrb.com/

Based in Fullerton, California, Great Circle Family Foods, LLC --
http://www.gcff.com/-- is a Krispy Kreme Doughnuts franchisee   
with about a dozen stores operating in Southern California.  The
company and five of its affiliates filed for chapter 11 protection
on Aug. 22, 2007 (Bankr. C.D. Calif. Lead Case No. 07-12600).  Kim
Tung, Esq., Monica Y. Kim, Esq., and Ron Bender, Esq., at Levene,
Neale, Bender, Rankin & Brill, L.L.P., represent the Debtors.  The
U.S. Trustee for Region 16 has appointed seven creditors to the
Official Committee of Unsecured Creditors in these cases.  When
the Debtors filed for protection from their creditors, it listed
assets and debts between $1 million and $10 million.


GUITAR CENTER: S&P Assigns 'B-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Westlake Village, California-based Guitar Center
Holdings Inc., parent of Guitar Center Inc., a specialty music
retailer.  The outlook is negative.
     
At the same time, Standard & Poor's assigned bank loan and
recovery ratings to Guitar Center Inc.'s proposed senior secured
facilities.  The company's proposed $375 million asset-based
revolver due 2013 is rated 'B+', with a recovery rating of '1'
indicating our expectation for very high (90%-100%)
recovery in the event of a payment default.  The proposed
$650 million term loan facility is rated 'B-' with a recovery
rating of '3' indicating the expectation for meaningful (50%-70%)
recovery.
     
In addition, Standard & Poor's assigned 'CCC' ratings to the
company's proposed $375 million senior unsecured notes due 2015
issued by Guitar Center Inc. and $375 million senior unsecured
payment-in-kind notes due 2016 issued by the parent, Guitar Center
Holdings.
     
Proceeds from the bank facilities, the senior unsecured notes, and
a $625 million equity contribution, will be used to fund the
purchase of Guitar Center Inc. by Bain Capital Partners LLC for a
total purchase price of $2.2 billion, including fees and expenses.  
     
"The ratings on Guitar Center reflect the company's participation
in the highly fragmented and competitive music products retail
market, weaker-than-expected operating results at the Music & Arts
division, and a very highly leveraged capital structure that will
result in very weak cash flow protection measures," said Standard
& Poor's credit analyst David Kuntz.
     
Although Guitar Center has a history of robust growth and
consistent margins, the company's recent operating performance has
been negatively impacted by the challenging operating environment
of 2006 and 2007, and to some extent by store cannibalization
resulting from the company's rapid expansion.   The company's
operating margins have been declining for the past six quarters.
     
"We expect margins to remain soft as any improvement resulting
from slower growth plans and improved profitability of the
maturing store base will be offset by pressures from the
underperforming Music & Arts division," said Mr. Kuntz.  "That
division delivered very disappointing results in 2006, with
negative $76.2 million of EBITDA."


GUSTAVO ZUMETA: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gustavo Reyes Zumeta
        11308 Wamit Creek Court
        Oakton, VA 22124

Bankruptcy Case No.: 07-12908

Chapter 11 Petition Date: October 10, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Bennett A. Brown, Esq.
                  Maria E. Fernandez, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: (703) 591-3500
                  Fax: (703) 591-2185

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
American Express                             $58,657
P.O. Box 297871
Fort Lauderdale, FL 33329

GMAC                                         $42,789
P.O. Box 78369
Phoenix, AZ 85062

OAS Staff Federal Credit Union               $12,083
1889 F Street, Northwest
Washington, DC 20006

Bank of America                               $9,885

Household Finance                             $7,477

Cingular Wireless                             $6,568

BMW Financial Services                        $6,404

Citicards                                     $4,378

Sears Mastercard                              $4,190

Household Retail Services                     $3,523

Neiman Marcus                                 $3,518

FIA Card Services                             $3,104

Discover Card                                 $2,668

Capital One                                   $2,196

Suburban Propane                              $2,057

Plaza Associations                            $1,886

Chevy Chase Bank                              $1,503

Chrysler Financial                            $1,160


HALO TECHNOLOGY: Wants $300,000 DIP Pact with SQMaze Approved
-------------------------------------------------------------
Halo Technology Holdings Inc. and its debtor-affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Connecticut to obtain $300,000 in postpetition financing from
SQMaze LLC.

The Debtors tell the Court that if approved, the loan agreement
will provide adequate protection to SQMaze's security and interest
liens, subject and subordinate to the valid perfected liens of
Fortress Capital Corp., first priority secured lender, in all of
the Debtors' assets.  

In addition, the loan agreement states that the Debtors will
negotiate a sale to SQMaze of their majority interest in Kenosia
Corporation, pending Court approval of a plan of reorganization.

The Debtors say they need the financing because several operating
and economic factors have reduced their income and cash flow which
were used to fund their daily expenses.

The Debtors will use the funds to pay rent and salaries; purchase
supplies; and finance other working capital needs.

Based in Greenwich, Connecticut, Halo Technology Holdings Inc.
(PINK:HTHO) -- http://www.haloholdings.com/-- fka Warp Technology  
Holdings Inc. is a holding company whose subsidiaries operate
enterprise software and information technology businesses.  The
company and its affiliates filed for chapter 11 protection on
Aug. 20, 2007, (Bankr. D. Conn. Lead Case No. 07-50480).  At
March 31, 2007, the company reported total assets of $47,344,373
and total liabilities of $45,494,297.


HALO TECHNOLOGY: Selects Del Conte Annello as Accountant
--------------------------------------------------------
Halo Technology Holdings Inc. and its Debtor-affiliates request
authority from the U.S. Bankruptcy Court for the District of
Connecticut to employ Del Conte Annello & Schuch P.C. as their
accountant.

Del Conte Annello will assist the Debtors in the preparation of
schedules, statement of financial affairs, debtor-in-possession
operating reports and other requirements of the U.S. Trustee;
preference analysis, and reconcilation of claims.

The firm's professionals charge these rates for their services:

     Designation                  Hourly Rates
     -----------                  ------------
     Partner/Director                 $225
     Associates                       $125

The Debtor relates that Del Conte Annello will also seek
reimbursement for actual and necessary out-of-pocket expenses in
the rendition of its professional services.  

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors and their estates and is "disinterested" as
the term is defined in the Section 101(14)of the Bankruptcy Code.

Greenwich, Connecticut-based Halo Technology Holdings Inc. --
http://www.haloholdings.com/-- fka Warp Technology Holdings Inc.,  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  At March 31, 2007, the
company reported total assets of $47,344,373 and total liabilities
of $45,494,297.


HALO TECHNOLOGY: Wants to Hire Morris Manning as Special Counsel
----------------------------------------------------------------
Halo Technology Holdings Inc. and its Debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Connecticut for
authority to employ Morris Manning & Martin LLP as their special
counsel.

Morris, Manning will perform services in connection with
litigation matters including the case on Cooper, et al., pending
in the U.S. District Court for the Northern District of Georgia.

Specifically, the Debtor request that Lawrence H. Kunin, Esq., a
partner in the Morris Manning & Martin LLP, represent three of the
Debtors' officers in an Officer Lawsuit of Awald, et al. versus
Rodney A. Bienvenue, Jude Sullivan and Ernest C. Mysogland.  

The Debtors relate that the plaintiffs in the Officer Lawsuit are
also plaintiffs in the Halo Lawsuit and the claims are
substantially the same.  However, Mr. Kunin will not represent the
officers in connection with any indemnity claims they might hold
against the Debtors.

Mr. Kunin tells the Court of the professionals' hourly rates:

   Professional                      Hourly Rates
   ------------                      ------------     
   Lawrence H. Kunin, Esq., Partner      $410
   Heather C. Brady, Esq., Associate     $335

Mr. Kunin relates that the Debtor owed the firm approximately
$25,886.69 for services rendered prior to bankruptcy filing.

Mr. Kunin assures the Court that the firm represents no interest
adverse to the Debtors or their estates and is "disinterested" as
the term is defined in the Section 101(14) of the Bankruptcy Code.

Mr. Kunin can be reached at:

     Morris Manning & Martin LLP
     1600 Atlanta Financial Center
     3343 Peachtree Road, NE
     Atlanta, GA 30326
     Tel (404) 233-7000
     Fax (404)365-9532

Greenwich, Connecticut-based Halo Technology Holdings Inc. --
http://www.haloholdings.com/-- fka Warp Technology Holdings Inc.,  
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  At March 31, 2007, the
company reported total assets of $47,344,373 and total liabilities
of $45,494,297.


HILTON HOTELS: Amends 8% Quarterly Interest Bonds Tender Offering  
-----------------------------------------------------------------
Hilton Hotels Corporation has further amended its tender offer and
consent solicitation for its 8% Quarterly Interest Bonds due 2031.  

Hilton has determined to amend the terms of its tender offer and
consent solicitation for the Bonds to increase the Bonds Total
Consideration offered to holders who tender their Bonds at or
prior to the Amended Consent Payment Deadline.

The total consideration for each $25 principal amount of the Bonds
validly tendered and not validly withdrawn pursuant to the tender
offer and consent solicitation for the Bonds at or prior to the
Amended Consent Payment Deadline has been increased to $25.25.

Hilton has also extended the consent payment deadline applicable
to the tender offer and consent solicitation for the Bonds.  The
revised consent payment deadline applicable to the Bonds is 5:00
p.m., New York City time, on Oct. 16, 2007, unless extended or
terminated by Hilton in its sole discretion.

Holders of Bonds must validly tender and not validly withdraw
their Bonds at or prior to the Amended Consent Payment Deadline in
order to be eligible to receive the Bonds Total Consideration
pursuant to the tender offer and consent solicitation for the
Bonds.

Holders of Bonds validly tendering and not validly withdrawing
their Bonds after the Amended Consent Payment Deadline and at or
prior to the Offer Expiration Date will be eligible to receive
only the Bonds tender offer consideration, which is equal to the
Bonds Total Consideration, $25.25 per $25 principal amount of
Bonds, less the consent payment which is $1.00 per $25 principal
amount of Bonds.

The other terms of the tender offers and consent solicitations for
Hilton's 7.625% Notes due 2008, 7.2% Notes due 2009, 8.250% Notes
due 2011, 7.625% Notes due 2012, 7.5% Notes due 2017, 7.430%
Chilean Inflation-Indexed Notes due 2009 and the Bonds, remain
unchanged.

The tender offer for each issue of Securities will expire at 8:00
a.m., New York City time, on Oct. 24, 2007, unless extended or
earlier terminated by Hilton in its sole discretion.  It is
expected that the Offer Expiration Date will be extended to
coincide with the date that the Merger becomes effective.

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

The tender offers and consent solicitations were conducted in
connection with the merger agreement that provides for the
acquisition of Hilton by BH Hotels LLC, an entity controlled by
investment funds affiliated with The Blackstone Group L.P.  

The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including the Merger having
occurred, or such Merger occurring substantially concurrent with
the Offer Expiration Date.  However, the completion of the tender
offers and consent solicitations is not a condition to completion
of the Merger.

Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment
Bank to act as the lead Dealer Managers for the tender offers and
lead Solicitation Agents for the consent solicitations, and they
can be contacted at (877) 696-BEAR (toll-free) ((212) 272-5112
(collect)) and (888) 719-4210 (toll-free) ((203) 719-4210
(collect)), respectively.

Banc of America Securities LLC, Deutsche Bank Securities Inc.,
Goldman Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated
are also acting as Dealer Managers and Solicitation Agents in
connection with the tender offers and the consent solicitations.

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

                About Hilton Hotels Corporation

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

                         *     *     *

In July 2007, Moody's Investor Service placed the company's long
term corporate family and bank loan debt ratings at 'Ba1'.  The
ratings still hold to date.


HINES HORTICULTURE: Gets Stock Delisting Notice from NASDAQ
-----------------------------------------------------------
The NASDAQ Stock Market will delist the common stock of Hines
Horticulture Inc.  

Hines Horticulture Inc.'s stock was suspended on Aug. 8, 2007 and
has not traded on NASDAQ since that time.  NASDAQ will file a Form
25 with the Securities and Exchange Commission to complete the
delisting.  The delisting becomes effective ten days after the
Form 25 is filed.

Headquartered in Irvine, California, Hines Horticulture Inc.
(NASDAQ: HORT) -- http://www.hineshorticulture.com/-- operates    
commercial nurseries in North America, producing a broad
assortment of container grown plants.  Hines Horticulture sells
nursery products primarily to the retail segment, which includes
premium independent garden centers, as well as leading home
centers and mass merchandisers, such as Home Depot, Lowe's and
Wal-Mart.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2007,
Standard & Poor's Ratings Services lowered its ratings on Irvine,
Hines Horticulture Inc., including its corporate credit rating to
'CCC+' from 'B-'.  The outlook is developing.


JOCKEYS GUILD: Mulls Filing for Bankruptcy
------------------------------------------
The Jockeys' Guild Inc. is contemplating on filing for bankruptcy,
reports say.  The Guild has been facing financial difficulties
since kicking out Wayne Gertmenian, it former president, in
November 2005.

National manager Terry Meyock refused to comment on the bankruptcy
speculations.  Frank Angst of the Thoroughbred Times relates the
members of the Guild's Senate were not immediately available for
comment.

According to the reports, Mr. Meyock, in a statement released on
Oct. 10, 2007, said that the Guild has been struggling with the
high cost of insurance and was looking at all options in order to
address issues given its limited resources.

Claire Novak of Blood-Horse relates that Mr. Meyocks was hired in
September 6 to replace Dwight Manley.  Mr. Manley was brought in
to replace Mr. Gertmenian.

Mr. Angst adds that Mr. Gertmenian's state trial in the Los
Angeles County Superior Court is set to start on October 16.  The
Guild, Mr. Angst, had filed the suit against it former president
on allegations of neglect of fiduciary duties.

Based Monrovia, California, The Jockeys' Guild Inc. --
http://www.jockeysguild.com/-- represents thoroughbred horse  
racing and American quarter horse professional jockeys.


KESSLER HOSPITAL: Files Second Amended Disclosure Statement
-----------------------------------------------------------
Willam B. Kessler Memorial Hospital Inc. filed Wednesday with the
U.S. Bankruptcy Court for the District of New Jersey its Second
Amended Disclosure Statement explaining its Second Amended Plan of
Reorganization.

                   Closure of Dialysis Center

The Debtor reminds the Court that in April 2007, it shut down its
dialysis center located at 811 South Egg Harbor Road in Hammonton,
New Jersey because the center was losing money.

The Debtor relates that with regards to the dialysis facility,
Susquehanna Bank was granted relief from the automatic stay to
repossess this facility.

                         Sale of Interest

On Sept. 24, 2007, the Court approved the sale of the Debtor's
interest in Cooperative Home Healthcare of Atlantic County Inc. to
AtlantiCare Health Services Inc. for $2,675,000.

                       Treatment of Claims

Under the Second Amended Plan, the secured claim of Northern
Healthcare Capital, Inc. will be paid in accordance with the Final
Order approving Debtor-in-Possession Financing and the loan
documents executed by the Debtor.

Central Atlantic Leasing's secured claim, estimated at $1 million,
will be paid in equal monthly installments for a period of 120
months at 7% per annum.

The Debtor relates that the value of the equipment is less that
the secured claims of Abbot Labs and Sensory Management Services,
LLC.  The Debtor says that Abbot and Sensory will be paid the
value of their respective collateral over 60 months at 7% interest
per annum.

The claims of Berenato & Pullia and Mar-Dor Building is secured by
the property located at 936 Central Avenue in Hammonton, New
Jersey.  Under the Second Amended Plan, the Debtor will pay
Berenato $684 per month until confirmation of its Plan.

The Debtor discloses that Priority Claims of Creditors with Non-
Union, Non-Taxing Authority Employee Related Claims includes all
unpaid 403(b) match contributions and any portion of the claim of
an employee for wages, salary, termination benefits or accrued
sick or vacation pay which is within the priority limits, but not
related to any benefits to be paid to Local 1199C Health and
Welfare Fund or Pension Funds.  The priority amount of $202,435
due to this class will be paid on the effective date.  In
addition, the administrative claim for post-petition 403(b) match
contributions in the amount of $338,000 will also be paid on the
effective date.  The remaining amount of $551,000 however, will be
treated as a general unsecured claim.

The Debtor says that as of October 10, it has not yet determined
whether the contract with Local 1199C will be assumed or rejected.  
The Debtor further says that claims related to 1199C consists of
unpaid pre-petition health and welfare payments of approximately
$400,354.  The Debtor, under the Plan, will make these
contributions on the effective date but any non-priority portion
will be treated as a general unsecured claim.

The Debtor tells that Court that the Claim of JNESO and the
National Labor Relations Board consists of the claim of JNESO, and
a related claim of the NLRB, for any amounts due under the expired
Collective Bargaining Agreement with the Debtor which arose pre-
petition and are accorded priority status.  The Debtor discloses
that it is negotiating a successor agreement with JNESO.  To the
extent that the claims are demonstrated and qualify for priority
treatment, the Debtor will cure any unpaid claims over 24 months
in equal monthly installments commencing on the effective date.

General unsecured creditors, on account of their claims, will
receive these treatments:

    (a) commencing on Dece. 31, 2008, the Debtor will make the
        first of six annual payments of $250,000 to the
        Distribution Trustee for deposit into the Distribution
        Trust to be distributed pro-rata to unsecured creditors;
        and

    (b) the proceeds of all Avoidance Action litigation commenced
        by the Estate Representative shall be paid to the
        Distribution Trust after payment of any counsel fees  and
        costs.

The Distribution Trust will make annual distributions to
beneficiaries on a pro-rata basis.

Based in Hammonton, New Jersey, William B. Kessler Memorial
Hospital, Inc. -- http://www.kesslerhospital.org/-- is a non-
profit corporation that operates a hospital.  The Company filed
for chapter 11 protection on Sept. 13, 2006 (Bankr. D. N.J. Case
No. 06-18680).  Albert A. Ciardi, III, Esq., at Ciardi & Ciardi,
P.C., represents the Debtor in its restructuring efforts.  Carol
A. Slocum, Esq., at Klehr Harrison Harvey Branzburg & Ellers,
represents the Official Committee of Unsecured Creditors.  As of
its bankruptcy filing, the Debtor disclosed total assets of
$5,906,300 and total liabilities of 12,602,600.


LAM RESEARCH: Earns $205.5 Mil. Before Tax in Qtr. Ended Sept. 23
-----------------------------------------------------------------
Lam Research Corporation disclosed selected financial results for
the first fiscal quarter ended Sept. 23, 2007.

The company reported preliminary income before income taxes of
$205.5 million for the first fiscal quarter ended Sept. 23, 2007.  
Revenue for the period was $684.6 million compared to revenue of
$678.5 million for the June 2007 quarter.  Shipments for the
September 2007 quarter were approximately $621 million compared to
June 2007 quarter shipments of approximately $694 million.  

The selected financial results for the September quarter are
preliminary due to the ongoing voluntary internal stock option
review and could be subject to adjustment.

Preliminary gross margin was $343.9 million, or 50.2% of revenue
and preliminary operating income was $197.9 million, or 28.9% of
revenue for the September 2007 quarter.  Included in selling,
general and administrative expenses is $3.1 million in legal costs
incurred during the September 2007 quarter as a result of the
voluntary internal stock option review.

Cash and cash equivalents, short-term investments and restricted
cash and investments balances were $1.3 billion at the end of
September.  During the September 2007 quarter, capital
expenditures were $11.4 million and proceeds from the issuance of
common stock related to employee equity-based plans were
$14.0 million.  Total shares outstanding as of Sept. 23, 2007,
were 124,499,377.  At the end of the period, deferred revenue was
$225.6 million and the anticipated future revenue value of orders
shipped to Japanese customers that are not recorded as deferred
revenue was approximately $62 million.

"Lam Research produced another strong quarter, driven by sound
operational execution and continued market share gains.  We have
enjoyed significant success in enhancing our market position at
the leading edge, winning a number of new applications and
executing to our customers' most critical challenges," said Steve
Newberry, Lam Research's president and chief executive officer.
"Our results continue to keep pace with the long term strategic
and financial objectives that we have set out for Lam," Newberry
concluded.

                       About Lam Research

Headquartered in Fremont, California, Lam Research Corporation
(Nasdaq: LRCX) -- http://www.lamresearch.com/-- is a major  
provider of wafer fabrication equipment and services to the
world's semiconductor industry.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Lam Research Corp. on CreditWatch with negative
implications following the company's announcement that it will be
unable to timely file its 2007 form 10-K.  The company stated that
it intends to file as soon as practicable, but does not expect
that the 10-K will be filed "on or before the fifteenth calendar
day following the required filing date as prescribed in Rule 12b-
25."  The delay has been caused by a review of the company's
historical stock option practices.


LEVI STRAUSS: Aug. 26 Balance Sheet Upside-Down by $779 Million
---------------------------------------------------------------
Levi Strauss & Co. disclosed financial results for the third
quarter ended Aug. 26, 2007, and filed its third-quarter 2007 Form
10-Q with the U.S. Securities and Exchange Commission.

The company's balance sheet, as of Aug. 26, 2007, showed total
assets of $2.84 billion and total liabilities of $3.60 billion,
resulting in a $779 million stockholders' deficit.

Net revenues for the third quarter were $1.05 billion compared to
$1.02 billion for the same period last year, a 2% increase.  Net
revenues would have been stable before the benefit of favorable
currency exchange rates.  The net revenue performance reflects
stronger sales in Europe and Asia, partially offset by a decline
in North America driven by lower U.S. Levi Strauss Signature(R)
and Dockers(R) sales.  The Levi's(R) brand grew in each region as
the brand's improved product offerings performed well around the
world.  Net revenues also benefited from additional brand-
dedicated retail stores worldwide.

Net income for the third quarter increased 24% to $61 million
compared to $49 million in the prior year.  Net income benefited
primarily from lower tax and interest expense.

"The Levi's(R) brand is growing around the world and our European
business is performing very well," John Anderson, chief executive
officer, said.  "Asia Pacific continued to grow with strong
performance again in the emerging markets.  North America's lower
revenue this quarter was disappointing, but I am optimistic about
the region's results for the year.  Our year-to-date results put
us on track to deliver modest revenue growth, solid net income
improvement and reduced debt for the year."
                        
Gross profit increased 3% to $486 million for the quarter compared
to $473 million in the prior year period.  Gross margin increased
slightly to 46.3% of net revenues compared to 46.0% of net
revenues in the same period last year.

Selling, general and administrative expenses for the quarter
increased 10% to $343 million from $312 million in the 2006
period.  Higher SG&A expenses in the 2007 period were primarily
attributable to increased selling expense related to new company-
operated stores, a lower benefit-plan curtailment gain compared to
the 2006 period and changes in currency exchange rates.  These
were partially offset by lower administrative costs in the 2007
period.

Operating income decreased 9% to $143 million compared to
$158 million for the third quarter of 2006.  The lower operating
income reflects the lower net revenue in North America and a lower
benefit-plan curtailment gain in the 2007 period, partially offset
by lower corporate staff costs and expenses.

Interest expense decreased 12% to $53 million compared to
$60 million for the prior year period.  The decrease is the result
of its debt refinancing and debt reduction actions taken during
2006 and 2007, which resulted in lower debt levels and lower
average borrowing rates.

"Our margins remain healthy and our strong cash flow enables us to
reduce debt while continuing to invest in the future of the
business," Hans Ploos van Amstel, chief financial officer, said.  
"Overall, I'm pleased with our results. While we have some
challenges ahead, we expect to deliver another solid fiscal year."

                    About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is a branded apparel company.  The  
company designs and markets jeans and jeans-related pants, casual
and dress pants, tops, jackets and related accessories for men,
women and children under its Levi's, Dockers and Levi Strauss
Signature brands in markets around the world.  

Levi Strauss & Co. is privately held by descendants of the
family of Levi Strauss.  Shares of company stock are not
publicly traded.  Shares of Levi Strauss Japan K.K., the
company's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide.  
Levi Strauss Europe is headquartered in Brussels, Belgium, while
Levi's Asia Pacific division is based in Singapore.  Levi's has
operations in Brazil, Mexico, Chile and Peru.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services raised its ratings on Levi
Strauss & Co. including its long-term corporate credit rating to
'B+' from 'B'.  The outlook is stable.


LEVI STRAUSS: Consent Payment Deadline for Tender Offer Expires
---------------------------------------------------------------
Levi Strauss & Co. disclosed that the consent payment deadline
in connection with the cash tender offer and related consent
solicitation for any and all outstanding $525.0 million
aggregate principal amount of its 12.25% Senior Notes due 2012
was on Oct. 3, 2007, at 5 p.m., New York City time.  The company
was seeking consent to amend the indenture under which the Notes
were issued to eliminate or make less restrictive most of the
restrictive covenants, and certain related events of default,
contained in the indenture.  Adoption of the proposed amendments
requires the consent of holders of at least a majority of the
aggregate principal amount of the Notes.  As of the consent
payment deadline, the company had received tenders of Notes and
deliveries of related consents from holders of approximately
$505.7 million aggregate principal amount (or 96.3%) of the Notes.  
Accordingly, the requisite consents to adopt the proposed
amendments have been received.

The proposed amendments will become operative when the company
initially accepts the Notes for purchase pursuant to the terms
of the offer, which will occur promptly following, and subject
to, the satisfaction or waiver of the conditions to the offer,
including the company's amendment of its senior secured
revolving credit facility to increase its line of credit
thereunder by an additional $200.0 million to US$750.0
million, which shall include a $250.0 million tranche that is
secured by certain U.S. trademarks associated with the Levi's(R)
brand upon terms and conditions satisfactory to the company.

The tender offer yield for the Notes tendered and accepted will
be 4.565% and was determined as of 10 a.m. New York City time,
on Oct. 3, 2007 by reference to a fixed spread of 50 basis
points over the yield of 4.065% of the 4.375% U.S. Treasury Note
due Dec. 31, 2007, as described in the Offer to Purchase
and Consent Solicitation Statement, dated Sept. 19, 2007.  
Assuming an initial payment date of Oct. 11, 2007, the total
consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn prior to Oct. 3, 2007,
is $1,073.99, which includes an early consent payment of $30.00
per $1,000 principal amount of the Notes.

Notes tendered may no longer be withdrawn except as required by
law.  As previously announced, the tender offer will expire at
midnight, New York City time, on Oct. 17, 2007, unless extended
or earlier terminated by the company.  Holders of Notes tendered
after the consent payment deadline but prior to the expiration of
the tender offer will not be entitled to the consent payment of
$30.00 per $1,000 aggregate principal amount of Notes.

The company has retained Credit Suisse as dealer manager and
solicitation agent in connection with the tender offer and
consent solicitation.  Questions about the tender offer and
consent solicitation may be directed to Credit Suisse at 212-
325-4951 (collect).  Holders can request documents from D.F.
King & Co., Inc., the information agent and tender agent, at
888-887-0082 (U.S. toll free) or 212-269-5550 (collect).

                    About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is a branded apparel company.  The  
company designs and markets jeans and jeans-related pants, casual
and dress pants, tops, jackets and related accessories for men,
women and children under its Levi's, Dockers and Levi Strauss
Signature brands in markets around the world.  

Levi Strauss & Co. is privately held by descendants of the
family of Levi Strauss.  Shares of company stock are not
publicly traded.  Shares of Levi Strauss Japan K.K., the
company's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide.  
Levi Strauss Europe is headquartered in Brussels, Belgium, while
Levi's Asia Pacific division is based in Singapore.  Levi's has
operations in Brazil, Mexico, Chile and Peru.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services raised its ratings on Levi
Strauss & Co. including its long-term corporate credit rating to
'B+' from 'B'.  The outlook is stable.


LEVI STRAUSS: Selects Vanessa Castagna & Stephen Neal on Board
--------------------------------------------------------------
Levi Strauss & Co. has elected two additional members to its
board of directors: Vanessa Castagna, a seasoned retail
executive, and Stephen Neal, the chairman and chief executive
officer of Cooley Godward Kronish LLP.  The company also said
that Pat House, a current LS&CO. director, was stepping down
from LS&CO.'s board at the end of this year.

                      Vanessa Castagna

"Vanessa brings 34 years of retail experience, including senior
leadership positions at Mervyns, JCPenney and Wal-Mart," said
LS&CO.'s chairman Bob Haas.  "We will benefit from Vanessa's
perspectives on both the wholesale side of our business, which
represents the majority of our sales, as well as on our growing
retail operations around the world.  Vanessa's a seasoned leader
who will add tremendous value to our strategic discussions and
board deliberations."

Ms. Castagna most recently led Mervyns department stores as its
executive chairwoman of the board from 2005 until earlier this
year.  Prior to Mervyns, Ms. Castagna served as chairman and
chief executive officer of JCPenney Stores, Catalog and Internet
from 2002 through 2004.  She joined JCPenney in 1999 as chief
operating officer, and was both president and COO in 2001.  Ms.
Castagna's extensive retail career includes senior-level
merchandising positions at retail companies including Wal-Mart,
Marshall's and Target.  Ms. Castagna joined Lazarus, a division of
Federated Department Stores, in 1972, after she was graduated from
Purdue University in 1971.

"I have a deep and very positive connection to Levi Strauss &
Co. going back more than two decades," said Ms. Castagna.
"Levi's(R) is a legendary and enduring global brand, and I am
excited and honored about the opportunity to work with the
company's leadership team and board to help drive future growth
and shareholder value."

Ms. Castagna was listed for four consecutive years as one of
Fortune magazine's "50 Most Powerful Women in Business" and for
two years as one of Forbes magazines "100 Most Powerful Women."
Ms. Castagna is a fundraiser for the Children's Miracle Network
and the New York University Medical Center's Rusk Institute. She
is also involved with the Boys and Girls Clubs of America, the
American Cancer Society, the American Red Cross, the March of
Dimes and the United Way.

                        Stephen Neal

Stephen Neal is the chairman and chief executive officer of the
law firm Cooley Godward Kronish.  In addition to his extensive
experience as a trial lawyer on a broad range of corporate
issues, Mr. Neal has represented and advised numerous boards of
directors, special committees of boards and individual directors
on corporate governance and other legal matters.  His clients have
included many large and high profile companies, such as General
Motors, PG&E, PacifiCare Health Systems and USG
Corporation.

"In recent years, Steve Neal has provided invaluable advice to
LS&CO.'s board, and I am very pleased to welcome him now as a
director," said Mr. Haas.  "Steve is a highly respected attorney
with deep knowledge and broad experience in corporate
governance.  We look forward to benefiting from his seasoned
perspectives."

"Levi Strauss & Co. has a well-deserved corporate reputation for
doing business distinctly and responsibly for more than 150
years," said Mr. Neal.  "I have tremendous respect and
admiration for the Haas family and LS&CO., and look forward to
working closely with the board and contributing to the company's
future success."

Prior to joining Cooley Godward in 1995 and becoming CEO in
2001, Mr. Neal was with Kirkland & Ellis in Chicago.  He started
there in 1973 and was a partner from 1978 until 1995.  He received
his J.D. from Stanford in 1973 after attending Harvard as an
undergraduate.

                          Pat House

"At the same time we are adding two new directors, I am
disappointed to announce the departure of Pat House," said Mr.
Haas.  "Pat, one of our directors since 2003, has decided to
leave the board as of the end of this year.  She recently joined
the Symphony Technology Group as an advisory board member and,
coupled with her other professional and civic activities,
unfortunately will no longer have the necessary time to devote to
our business.  I want to thank Pat for her insights, enthusiasm
and commitment the past four years.  She has been a great help
during our business transformation."

                    About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is a branded apparel company.  The  
company designs and markets jeans and jeans-related pants, casual
and dress pants, tops, jackets and related accessories for men,
women and children under its Levi's, Dockers and Levi Strauss
Signature brands in markets around the world.  

Levi Strauss & Co. is privately held by descendants of the
family of Levi Strauss.  Shares of company stock are not
publicly traded.  Shares of Levi Strauss Japan K.K., the
company's Japanese affiliate, are publicly traded in Japan.

The company employs a staff of approximately 10,000 worldwide.  
Levi Strauss Europe is headquartered in Brussels, Belgium, while
Levi's Asia Pacific division is based in Singapore.  Levi's has
operations in Brazil, Mexico, Chile and Peru.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Standard & Poor's Ratings Services raised its ratings on Levi
Strauss & Co. including its long-term corporate credit rating to
'B+' from 'B'.  The outlook is stable.


LIMITED BRANDS: Earns $264.4 Million in Second Qtr. Ended Aug. 4
----------------------------------------------------------------
Limited Brands Inc. reported net income of $264 million for the
second quarter ended Aug. 4, 2007, compared with $113 million last
year.  Second quarter operating income was $319 million compared
to $197 million last year.

Net sales for the 13 weeks ended Aug. 4, 2007, were $2.62 billion
compared to net sales of $2.45 billion for the 13 weeks ended
July 29, 2006.  The company reported a comparable store sales
increase of 2% for the 13 weeks ended Aug. 4, 2007, compared to
the 13 weeks ended Aug. 5, 2006.

The 2007 second quarter reported results include the following
significant items:

  -- a pre-tax gain of $302 million related to the divestiture of
     a 75% interest in Express to affiliates of Golden Gate      
     Capital;

  -- a pre-tax loss of $73 million related to the divestiture of a
     75% interest in Limited Stores to affiliates of Sun Capital
     Partners;
  
  -- a tax benefit of $39 million related to an adjustment to
     state net operating loss valuation allowances in connection
     with the divestiture of the apparel brands;

  -- a pre-tax gain of $100 million related to the refinancing of
     Easton Town Center, in which the company has an investment
     interest, included in other income;

  -- a pre-tax restructuring charge of $47 million for costs of
     disposing of non-core assets and severance related to the
     termination of approximately 10% of the company's home office
     headcount; and

  -- a pre-tax gain of $17 million related to an interest rate
     hedge entered into in the first quarter in anticipation of
     the intended financing of the LaSenza acquisition, included
     in other income.

Excluding these items, 2007 second quarter operating income was
$142.3 million and net income was $80.6 million.

                         Share Repurchase

The company also disclosed that it recently completed its
$1 billion share repurchase program, which was announced on
June 22, and that its Board of Directors has authorized a new
$250 million share repurchase program.

                         Balance Sheet

At Aug. 4, 2007, the company's consolidated balance sheet showed
$7.57 billion in total assets, $5.10 billion in total liabilities,
$62 million in minority interest, and $2.41 billion in total
shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Aug. 4, 2007, are available for
free at http://researcharchives.com/t/s?2430

                      About Limited Brands

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.  The company's products are also available
online at:

    * http://www.VictoriasSecret.com/
    * http://www.BathandBodyWorks.com/
    * http://www.LaSenza.com/

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands Inc. with a stable outlook.  
Moody's downgraded these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


MANUFACTURERS & TRADERS: S&P Holds BB Rating on Class B-4 Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes from Manufacturers and Traders Trust Co. Mortgage Trust's
series 2002-1 and 2003-1.
     
The affirmations reflect stable collateral performance as of the
September 2007 remittance period.  Current and projected credit
support percentages are sufficient to support the certificates at
their current rating levels.  Cumulative losses for series 2002-1
and 2003-1 are 0.00% and 0.13%, respectively, of the original pool
balances, and severe delinquencies (90-plus days, foreclosures,
and REOs) are between 0.16% and 1.25%, respectively, of the
current pool balances.  Subordination primarily provides credit
support for the transactions.

The underlying collateral backing the certificates consists
primarily of fixed- and adjustable-rate, fully-amortizing loans
secured by first-liens on one- to four-family residential
properties with original terms to maturity of 10 to 30 years.
     

                        Ratings Affirmed
   
       Manufacturers and Traders Trust Co. Mortgage Trust
                Mortgage pass-through certificates

       Series     Class                            Rating
       ------     -----                            ------
       2002-1     A1, A2, A3, A4, A5, A6, A7       AAA
       2002-1     A8, A9, A10, A11, A12, A13       AAA
       2002-1     A14, A15, A16, A17, A18, A19     AAA
       2002-1     A20, A21, A22, A23, A24, A25     AAA
       2002-1     B-1                              AAA
       2002-1     B-2                              AAA
       2002-1     B-3                              AAA
       2002-1     B-4                              AA
       2003-1     A1, A2, A-3, A4, A5, A6, A7      AAA
       2003-1     A8, A9, A10, A11                 AAA
       2003-1     B-1                              AA
       2003-1     B-2                              A
       2003-1     B-3                              BBB
       2003-1     B-4                              BB


MERRILL LYNCH: Fitch Rates $13.8 Mil. Class B-4 Certs. at BB+
-------------------------------------------------------------
The Merrill Lynch First Franklin Mortgage Loan Trust, series 2007-
H1, is rated by Fitch Ratings as:

   -- $628,519,000 class A senior certificates 'AAA';
   -- $44,224,000 class M-1 'AA+';
   -- $36,183,000 class M-2 'AA';
   -- $22,782,000 class M-3 'AA-';
   -- $17,422,000 class M-4 'A+';
   -- $20,549,000 class M-5 'A';
   -- $16,975,000 class M-6 'A-';
   -- $17,421,000 class B-1 'BBB+';
   -- $14,295,000 class B-2 'BBB';
   -- $12,508,000 class B-3 'BBB-';
   -- $13,847,000 class B-4 'BB+'

The 'AAA' rating on the senior certificates reflects the 29.65%
initial credit enhancement provided by the 4.95% class M-1, the
4.05% class M-2, the 2.55% class M-3, the 1.95% class M-4, the
2.30% class M-5, the 1.90% class M-6, the 1.95% class B-1, the
1.60% class B-2, the 1.40% class B-3, the 1.55% privately-offered
class B-4, and over-collateralization.  The initial and target OC
is 5.45%.  All certificates have the benefit of excess interest.  
In addition, the ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capability of Home Loan Services, Inc. (rated 'RPS2' by Fitch) as
servicer.

The collateral pool consists of 3,665 fixed- and adjustable-rate
mortgage loans and totals $893.42 million as of the cut-off date.  
The weighted average original loan-to-value ratio is 88.57%.  The
average outstanding principal balance is $243,770, the weighted
average coupon is 9.202% and the weighted average remaining term
to maturity is 358 months.  The weighted average credit score is
662.  The loans are geographically concentrated in California
(21.22%), Florida (10.48%) and Washington (7.21%).

The mortgage Loans in the mortgage pool were originated by First
Franklin Financial Corporation, an operating subsidiary of Merrill
Lynch Bank & Trust Co.  The executive offices of First Franklin
Financial are located in San Jose, California.  Merrill Lynch Bank
& Trust Co. acquired First Franklin Financial on Dec. 30, 2006.


MGM MIRAGE: Board OKs $5 Bil. Resort Casino Plan in Atlantic City
-----------------------------------------------------------------
The board of directors of MGM MIRAGE has approved the development
of a resort casino project at Renaissance Pointe in Atlantic City,
New Jersey.  The new resort will have a budget in the
$4.5-$5 billion range, not including value of the land and
associated costs.

The MGM Grand Atlantic City will be located in Atlantic City, the
72-acre site at Renaissance Pointe owned by the company, adjacent
to the 50% owned Borgata.

The proposed resort will consist of three separate hotel towers.  
Totaling more than 3,000 rooms and suites, each tower will offer
guests a different hotel experience, sharing the amenities of an
MGM Grand resort, including the casino floor in Atlantic City
with:

   -- 5,000 slot machines;
   -- 200 table games and a poker room;
   -- a 1,500-seat state-of-the-art theater;
   -- a variety of restaurant, nightclub and entertainment
      concepts;
   -- a spa;
   -- a 500,000 square foot retail experience; and
   -- a convention center.

"Our company has carefully considered the possibilities for our
landholdings in Atlantic City," Terry Lanni, chairman and CEO of
MGM MIRAGE, said.  "We believe the success at Borgata demonstrates
the eagerness for further evolution of the nation's second-largest
gaming market.  We will continue to raise the bar, and by doing
so, hope to re-energize the city's resort offerings and attract a
new market of affluent East Coast customers.  We believe our new
resort will generate very healthy returns for our shareholders."

The resort has a unique design and shape, designed by Kohn
Pedersen Fox, the resort will include interior features designed
by the Rockwell Group and other designers.

The company intends to file for Coastal Area Facility Review Act
approval in late 2007 or early 2008.  Ground breaking is expected
in 2008, with an anticipated opening in 2012.

Approximately 60 acres of the site will be used for construction
of MGM Grand Atlantic City, with 12 acres reserved for future
development, which may include a residential component.  The
company also owns an additional 14-acre site in the Marina
District.

These cost estimates and the design and scope of MGM Grand
Atlantic City are preliminary and subject to change.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.        
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.


MGM MIRAGE: S&P Affirms Ratings and Removes Positive Watch
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Las
Vegas-based MGM MIRAGE (including the 'BB' corporate credit
rating) and removed them from CreditWatch, where they were
placed with positive implications Aug. 22, 2007.  The rating
outlook is positive.
     
The affirmation follows announcement by the company that its
board of directors has approved the development of a major resort
casino project in Atlantic City, New Jersey, with a construction
budget initially estimated to be in the
$4.5 billion to $5.0 billion range.  This comes after MGM MIRAGE'S
recent announcement that Dubai World, the investment holding firm
of the Dubai government, will acquire a 50% share of the company's
CityCenter development, and buy a meaningful stake in MGM MIRAGE,
through both the direct purchase of 14.2 million shares and a
tender offer to purchase up to 14.2 million shares (which recently
expired with less than 350,000 shares tendered).
     
S&P's previous CreditWatch positive listing was driven, in large
part, by the $3.9 billion of gross proceeds that MGM MIRAGE is
expected to realize from the transaction with Dubai World, and the
positive and permanent impact that this could have on its balance
sheet.  However, given the size and scope of the MGM Grand
Atlantic City project, as well as initial indications that ground
breaking is expected in 2008, leverage is likely to rise over the
intermediate term.  S&P previously indicated that leverage in the
4x to 5x area, when including the company's share of anticipated
joint venture obligations, would be necessary to support a 'BB+'
rating.
      
"If the company is able to demonstrate an ability to maintain
leverage at this level over the next several quarters, rating
upside is possible," noted Standard & Poor's credit analyst Ben
Bubeck.  "The revision to a positive outlook from the previous
positive CreditWatch implications reflects a longer time frame
under which we will consider a potential upgrade given the scale
of already announced and probable projects."
     
S&P view the Atlantic City project favorably, as it will offer
substantially greater amenities than currently exist in Atlantic
City, and it has a solid location between the Borgata and Harrah's
Atlantic City.  Furthermore, the positive outlook also reflects
our belief that MGM MIRAGE's business profile could strengthen
over the next several quarters, as new developments in markets
outside of Las Vegas begin to come online and diversify the
company's exposure to the Las Vegas Strip.
     
The 'BB' rating on MGM MIRAGE reflects the company's active growth
strategy and significant reliance on the Las Vegas Strip for a
majority of its cash flow.  In addition, the company's capital
spending will increase significantly over the next several years,
as CityCenter continues to be developed and MGM Grand Atlantic
City ramps up.  Still, MGM maintains a satisfactory business
profile, with a significant position on the Las Vegas Strip,
positive operating momentum, and favorable long-term growth
prospects.

Furthermore, the company's business risk profile stands to improve
over time.  The recent opening of MGM Grand Detroit and the
imminent opening of MGM Grand Macau, along with the MGM Grand
Atlantic City project (anticipated to open in 2012), will lessen
the company's reliance on the Las Vegas strip and
substantially grow its cash flow base.


MORGAN STANLEY: S&P Lifts Rating on $3 Mil. Notes to B from B-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
$3 million class A-9 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B' from 'B-' and removed it from
CreditWatch, where it was placed with positive implications on
March 23, 2007.
     
The rating action reflects the Oct. 9, 2007, raising of the
ratings on The Neiman Marcus Group Inc. (Neiman Marcus; BB-
/Stable/--), including the long-term corporate credit rating, and
their removal from CreditWatch positive.
     
Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction, the rating on
which is based on the lowest of (i) the ratings on the respective
reference obligations for each class (for class A-9, the
referenced obligations are senior secured notes issued by Neiman
Marcus {'B'}); (ii) the long-term rating on the credit
default swap's, interest rate swap's, and contingent forward
counterparty's guarantor, Morgan Stanley (AA-/Stable/A-1+); and
(iii) the credit quality of the underlying securities, BA Master
Credit Card Trust II's class A certificates from series 2001-B due
2013 ('AAA').


MORTGAGE CAPITAL: Fitch Affirms CCC Rating on Class K Certs.
------------------------------------------------------------
Fitch Ratings affirmed Mortgage Capital Funding, Inc.'s commercial
mortgage pass-through certificates, series 1998-MC2, as:

   -- $193 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $48 million class B at 'AAA';
   -- $58 million class C at 'AAA';
   -- $60.6 million class D at 'AAA';
   -- $37.9 million class E at 'AA';
   -- $12.6 million class F at 'A';
   -- $25.2 million class G at 'BBB-';
   -- $7.6 million class H at 'BB+';
   -- $15.1 million class J at 'B+';
   -- $7.6 million class K at 'CCC'

Fitch does not rate the $2.4 million class L certificates.  The
class A-1 certificates have paid in full.

Although there has been 12.6% paydown since the last Fitch rating
action, the affirmations reflect the increased deal concentration.  
As of the September 2007 distribution date, the pool has reduced
53.6% to $468 million from $1.01 billion at issuance.  Of the
original 147 loans, 77 remain; the top five loans represent 58% of
the deal.

Fitch reviewed the pool's one shadow-rated loan: 375 Hudson Street
(28.4%), which is secured by an 18-story, multi-tenant office
building in downtown Manhattan.  The rating of the loan is
dependent upon Saatchi & Saatchi being treated as a credit tenant.  
The loan maintains an investment grade credit assessment.

The performance of the second largest loan, Minneapolis City
Center (15.2%), has deteriorated since issuance, however, results
for the trailing 12 months ending June 30, 2007 indicated
improving performance.  The loan is secured by a mixed-use
property consisting of 1.1 million square feet of office space,
370,000 sf of retail, 131,000 sf of storage space, the land on
which a 583-room Marriott Hotel is constructed, and a 687-space
parking garage.

Servicer-reported net operating income for the TTM ending
June 30, 2007 were up 9.3% and year-end (YE) 2006 were up 2.9%
compared to YE 2005 results.  At the end of September 2007, the
office and retail portions of the property were 95.1% and 70.9%
occupied, respectively.  This resulted in an overall occupancy of
88.9%, up slightly from 87.4% as of the prior year.  Fitch will
continue to monitor this loan closely for continued improvement.

There are currently no delinquent or specially serviced loans.


MOSAIC COMPANY: Earns $305.5 Million in Quarter Ended Aug. 31
-------------------------------------------------------------
The Mosaic Company reported net earnings of $305.5 million for the
first quarter ended Aug. 31, 2007.  These results compare with net
earnings of $109.0 million for the same period a year ago.
    
Net sales in the first quarter of fiscal 2008 were $2.0 billion,
an increase of 55% compared with the same period a year ago.
    
Mosaic's gross margin for the fiscal 2008 first quarter was
$521.8 million, or 26.0% of net sales, compared with
$196.3 million, or 15.2% of net sales a year ago.  First quarter
operating earnings were $449.6 million, compared with
$131.6 million for the first quarter in fiscal 2007.  The
increases in gross margin and operating earnings were primarily
the result of higher selling prices for phosphates and potash and
an increase in volumes in the Potash business.  Unrealized mark-
to-market derivative losses totaled $30.1 million in the first
quarter, compared with gains of $600,000 million a year ago.
    
"Our robust earnings and cash flow during our first quarter
demonstrate that we are successfully positioning ourselves to take
advantage of strong agricultural fundamentals," said Jim   
Prokopanko, Mosaic's president and chief executive officer.
"Strong cash flow has allowed us to prepay $700 million of long-
term debt over the last five months, and we expect to make
additional prepayments in coming months. This will move us closer
to our goal of achieving investment grade status," Prokopanko
added.

Non-cash foreign currency transaction losses were $19.4 million
for the first quarter compared with gains of $7.3 million for the
same period a year ago.  These losses were mainly the effect of a
stronger Canadian dollar on significant U.S. dollar-denominated
intercompany receivables held by Mosaic's Canadian subsidiaries.
    
Income tax expense was $100.8 million resulting in an effective
tax rate of 25.4%, including the positive impact of certain tax
benefits which are specific to the quarter totaling $20.4 million.
The tax rate was favorably impacted by the substantial increase in
profits in the Phosphates business.

Total equity earnings in non-consolidated subsidiaries were
$11.8 million for the quarter, compared with $3.9 million for the
same period a year ago.  Mosaic's equity earnings in Fosfertil
S.A. were $12.1 million for the first quarter compared to $800,000  
for the same period last year.  Fosfertil has benefited from a
recovery in Brazilian agricultural market fundamentals.  Mosaic's
equity earnings in Saskferco Products Inc. decreased $4.7 million
to a loss of $3.2 million, primarily the result of mark-to-market
losses on natural gas derivatives during the quarter.
    
Mosaic ended the first quarter with $639.2 million in cash and
cash equivalents.  Cash flow from operations was $438.4 million in
the first quarter, an increase of $287.8 million from a year ago.
Mosaic's total debt at the end of August 2007 was $2.2 billion,
resulting in a debt-to-capital ratio of 32.8%, down from 41.9% a
year ago.

                     About The Mosaic Company
    
Headquartered in Plymouth, Minnesota, The Mosaic Company (NYSE:
MOS) -- http://www.mosaicco.com/-- is a producer and marketer of   
concentrated phosphates and potash crop nutrients.  For the
agriculture industry, Mosaic is a single source of phosphates,
potash, nitrogen fertilizers and feed ingredients.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Moody's upgraded The Mosaic Company's corporate family rating to
Ba1 from Ba3.  


NV TELEVISION: High Debt Leverage Spurs S&P's "B" Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to NV Television LLC, its operating subsidiary, NV
Broadcasting LLC, and its guaranteed affiliate, Parkin
Broadcasting LLC, which S&P analyze on a consolidated basis.  The
outlook is negative.
      
"The ratings reflect NV Television's high debt leverage, high
sensitivity of revenues and EBITDA to election cycles, narrow cash
flow diversification, weak conversion of EBITDA into discretionary
cash flow because of increased interest expense, and TV
broadcasting's mature revenue growth prospects," explained
Standard & Poor's credit analyst Debbie Kinzer.  
"These factors are only partially offset by the competitive
positions of the company's predominantly major network-affiliated
TV stations in several small and midsize markets, TV
broadcasting's good margin and discretionary cash flow potential,
and strong station asset values."
     
At the same time, S&P assigned loan and recovery ratings to the
proposed $240 million first-lien senior secured credit facilities
of NV Broadcasting and Parkin Broadcasting.  The first-lien
facilities--a $25 million revolving credit facility due 2013 and a
$215 million term loan due 2013—are rated 'B+',
one notch higher than the corporate credit rating, with a recovery
rating of '2', indicating our expectation of substantial (70%-90%)
recovery in the event of a payment default.  

Standard & Poor's also assigned loan and recovery ratings to NV
Broadcasting's proposed $120 million term loan due 2014.  The
second-lien debt is rated 'CCC+', two notches below the corporate
credit rating, with a recovery rating of '6', indicating S&P's
expectation that lenders will receive negligible (0%-10%) recovery
in the event of a payment default.
     
In addition, S&P assigned a rating of 'CCC+', two notches below
the corporate credit rating, to NV Television's proposed
$30 million senior unsecured loan facility.
     
Proceeds from the transaction, along with additional sponsor and
management equity, will be used to refinance the company's
existing debt and to finance the acquisition of four TV stations
and related assets from Montecito Broadcast Group LLC.  Pro forma
for the transaction, total debt outstanding as of June 30, 2007,
was $365 million.


PATSY PITTMAN: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Patsy H. Pittman
        P.O. Box 160
        Darling, MS 38623

Bankruptcy Case No.: 07-13658

Debtor-affiliate filing separate Chapter 11 petition:

   Entity                              Case No.
   ------                              --------
   Propst D. Pittman                   07-13659

Chapter 11 Petition Date: October 10, 2007

Court: Northern District of Mississippi (Aberdeen)

Debtors' Counsel: Jeffrey A. Levingston, Esq.
                  Levingston & Levingston, P.A.
                  P.O. Box 1327
                  Cleveland, MS 38732
                  Tel: (662) 843-2791
                  Fax: (662) 843-2797

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

A. Patsy H. Pittman's list of its Four Largest Unsecured
   Creditors:

   Entity                               Claim Amount
   ------                               ------------
First South Farm Credit, ACA              $1,867,061
713 South Pear Orchard Road
Ridgeland, MS 39157

Prudential Financial Services             $1,570,000
Rutledge Investment
Suite One, 5160 Sanderline Avenue
Memphis, TN 38119

Guaranty Bank                               $225,000
470 Highway 6 East
Batesville, MS 38606

Chrysler Financial                            $6,594
Trustmark National Bank
P.O. Box 1182
Jackson, MS 39215-1182

B. Propst D. Pittman's list of its Four Largest Unsecured
   Creditors:

   Entity                               Claim Amount
   ------                               ------------
First South Farm Credit, ACA              $1,867,061
713 South Pear Orchard Road
Ridgeland, MS 39157

Prudential Financial Services             $1,570,000
Rutledge Investment
Suite One, 5160 Sanderline Avenue
Memphis, TN 38119

Regions Bank                                $161,000

Capital One                                  $18,000


PHYSICIANS & SURGEONS: Files List of Largest Unsecured Creditors
----------------------------------------------------------------
Physicians & Surgeons Hospital Group, dba Tri-Lakes Medical
Center, filed with the U.S. Bankruptcy Court for the Northern
District of Mississippi a list of its largest unsecured creditors.

     Entity                             Claim Amount
     ------                             ------------
     Carter Funding Corp.                   $237,813
     P.O. Box 770416
     Memphis. TN 38177

     Renasant Bank                          $191,347
     Attn: Joann Woodard
     P.O. Box 1525
     Batesville, MS 38606

     Health Force                           $155,972
     10921 Reed Hartman Highway
     Suite 329
     Cincinnati, OH 45242

     Batesville Emergency Physicians        $155,880

     First Insurance Funding Corp.          $109,959

     Beckman Coulter, Inc.                  $109,698

     On Call Staffing                        $83,775

     Bracco Diagnostics                      $63,000

     Dell Marketing LP                       $58,312

     QBE Insurance Corp.                     $57,412

     Copeland, Cook, Taylor & Bush           $57,367

     Scott Medical Imaging                   $52,890

     Utley Financial                         $49,190

     Owens & Minor, Inc                      $48,835

     Tallahatchie Velley Electric            $46,408

     Watkins Ward and Stafford PLLC          $45,991

     Medical Advocacy Services               $41,738
     for Healthcare

     Cardinal Health/Nuclear Pharmacy        $34,088

     Maxie Gordon                            $31,140

     US Food Service                         $28,616

Physicians & Surgeons Hospital Group dba Tri-Lakes Medical Center  
-- http://www.trilakesmedical.com/-- operates a hospital and  
medical center.  The Debtor filed for chapter 11 protection on
Aug. 23, 2007 (Bankr. Aber. Case No. 07-12967).  Craig M. Geno,
Esq. of Harris Jernigan & Geno, PLLC represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets between $100,000 to $1 million and debts between
$1 million to $100 million.


PIERRE FOODS: Inks Pact Amending Terms of Senior Credit Facility
----------------------------------------------------------------
Pierre Foods Inc. has entered into an amendment to its senior
credit facility.  The amendment provides for:

   -- the waiver of the company's noncompliance with the
      consolidated leverage ratio financial covenant for the
      second quarter ended Sept. 1, 2007; and

   -- additional operating flexibility under the financial
      covenants, which include a consolidated leverage ratio
      and a fixed charge ratio.

In exchange for the amendment, Pierre agreed to, a premium of 1%
on any prepayments of the term loans under the credit facility
that are made during the one-year period after the date of the
amendment and certain restrictions, based upon the company's
consolidated leverage ratio, on acquisitions and capital
expenditures for the construction of new facilities.

In addition, the interest rates on the term loans under the credit
facility are increased by 1.75% at the company's ratings.  The
interest rates will decrease by 0.25% if the company's corporate
family rating and corporate rating is greater than or equal to B2
and B from Moody's and S&P.  

The interest rates for the revolving credit portion of the
facility are increased by 1.25%.  Pierre agreed to pay each lender
that approved the amendment a fee equal to 0.25% of that lender's
commitment under the senior credit facility.

                       About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions.  Pierre produces
a line of fully cooked beef, pork, poultry, bakery goods and
convenience sandwiches.  The company offers comprehensive food
solutions to its customers, including proprietary product
development, special ingredients and recipes, as well as custom
packaging and marketing programs.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2007,
Moody's Investors Service downgraded Pierre Foods Inc.'s ratings
on: (i) corporate family rating to B3 from B1; (ii) probability-
of-default rating to B3 from B1; (iii) $40 million senior secured
revolving credit facility maturing 2009, to B2 (LGD 3, 35%) from
Ba3 (LGD 3, 35%); (iv) $227 million senior secured term loan
facility maturing 2010, to B2 (LGD 3, 35%) from Ba3 (LGD 3, 35%);
(v) $125 senior subordinated notes, maturing 2012 to Caa2 (LGD 5,
87%) from B3 (LGD 5, 87%); and (vi) the SGL-4 Speculative Grade
Liquidity rating was  affirmed.


QUALITY HOME: Asks Court to Set November 21 as Claims Bar Date
--------------------------------------------------------------
Quality Home Loans and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California establish  
Nov. 21, 2007, or 60 days following service of notice, as the last
date for all parties holding claims against the Debtors to file
their proofs of claims.  The notice of the Debtors' request to
establish a claims bar date was served on Sept. 21, 2007.

The Debtors relate that an order fixing the last date for filing
claims is necessary to allow the Debtor to determine the amount of
valid claims against it and to formulate a Chapter 11 plan.  

The Debtors believe that setting Nov. 21, 2007, as claims deadline
will allow the Debtors to provide about 60 days written notice of
the claims deadline to creditors and other interested parties.

Headquartered in Agoura Hills, California, Quality Home Loans --
http://www.qualityhomeloans.com/-- is a residential hard money   
lender.  The company does business as Clear Credit Capital, Last
Chance Home Loans, Last Option Lending, and Q.H.L. Investments.

The company and its debtor-affiliates filed for Chapter 11
protection on Aug. 21, 2007 (Bankr. C.D. Calif. Case Nos. 07-
13003 through 07-13006).  William N. Nobel, Esq. and Mike D. Neue,
Esq. at Irell & Manella LLP represent the Debtors in their
restructuring efforts.  Eric. E. Sagerman, Esq. and David L.
Wilson III, Esq. at Winston & Strawn LLP act as counsels to the
Official Creditors Committee.  The Debtors' schedules disclose
total assets of $130,319,336 and total debts of $177,043,476.


REPUBLIC BANK: Fitch Affirms B Issuer Default Rating
----------------------------------------------------
Fitch Ratings affirmed and simultaneously withdrew the ratings of
Republic Bank as:

   -- Long-term foreign and local currency Issuer Default
      Rating at 'B';
   -- Short Term IDR at 'B';
   -- Short-term local currency at 'B';
   -- Individual at 'E';
   -- Support at '4';
   -- National long-term at 'A+(dom)';
   -- National short-term at 'F-1(dom)';

According to a recent announcement, Republic Bank is in the
process of winding-up operations in the Dominican Republic and
will be exiting that market.  As part of this process, Republic
Bank has agreed to sell the bulk of its loans and deposits to
Banco BHD; with the conclusion of this sale, Republic Bank's
balance sheet will not show any significant third party
liabilities and the current shareholders will follow a voluntary
dissolution of the bank.  As a result, Fitch will no longer
provide ratings or analytical coverage of this issuer.

As of June 2007, Republic Bank ranked 10th out of 13 commercial
banks, with around 1% market share by total assets.  Its parent,
Republic Bank Limited, with a long-term foreign currency IDR at
'BBB' is a leading bank in Trinidad and Tobago, with operations
also in Grenada, Guyana, Barbados, St. Lucia and the Cayman
Islands.  RB offers a broad array of banking services throughout
the Caribbean.  At end-June 2007, RB managed assets of
$5,854 million and an equity of $719 million.


RODEO TOWNE: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rodeo Towne Center Realty Inc.
        20812 Ventura Bl., Suite 101
        Woodland Hills, CA 91364

Bankruptcy Case No.: 07-13828

Chapter 11 Petition Date: October 10, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Boulevard, 6th Floor
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sutesh Bhatia                    Loans                  $10,000
20445 Via Medica
Northridge, CA 91326

Artemis Santillan                Loans                   $3,500
20812 Ventura Boulevard
Woodland Hills, CA 91364

Pitney Bowes                     Postage                 $2,425
P.O. Box 856460
Louisville, KY 40285

Sparkletts                       Water                     $439

FedEx                            Shipping                  $223

LandAmerica Credit Services      Credit Reporting          $136


SEMCO ENERGY: Commences Senior Notes Cash Tender Offerings
----------------------------------------------------------
SEMCO ENERGY Inc. has commenced cash tender offers and related
consent solicitations for (1) any and all of its outstanding
7-1/8% Senior Notes due 2008; and (2) any and all of its
outstanding 7-3/4% Senior Notes due 2013.

Other information on these notes includes:

   Security Description: 7-3/4% Senior Notes due 2013
   CUSIP Number: 78412DAL3 and 78412DAM1
   Reference Security: 5 5/8% due May 15, 2008
   Fixed Spread (in Basis points): +50

   Security Description: 7 1/8% Senior Notes due 2008
   CUSIP Number: 78412DAJ8  
   Reference Security: 5-5/8% due May 15, 2008
   Fixed Spread (in Basis points): +50     

Each tender offer and consent solicitation will expire at
5:00 p.m., New York City time, on Nov. 7, 2007, unless extended or
terminated with respect to a series of Notes.

Under the terms of the tender offers, the purchase price for each
$1,000 principal amount of 2008 Notes or 2013 Notes tendered and
accepted for purchase pursuant to the applicable tender offer
shall be equal to:
  
   (A) the present value on the date SEMCO pays for the Notes
       tendered in the applicable tender offer, minus accrued
       interest, of:
       (i) $1,038.75 per $1,000 principal amount of 2013 Notes
           or $1,000 per $1,000 principal amount of 2008 Notes,
           as applicable; and
      (ii) the remaining scheduled interest payments on the
           tendered Notes to May 15, 2008, in each case
           determined in accordance with standard market
           practice on the basis of a yield to the Redemption
           Date or Maturity Date, equal to the sum of:
           (a) the yield to maturity on the 5 5/8% U.S.
               Treasury Note due May 15, 2008, as calculated by
               Credit Suisse, in accordance with standard
               market practice, based on the bid side price for
               such reference treasury security as of 10 a.m.,
               New York City time, on Oct. 24, 2007, unless
               changed to a later time with respect to a series
               of Notes; plus
           (b) 50 basis points; minus

   (B) $30 per $1,000 principal amount of the tendered Notes,
       which is equal to the consent payment.

Holders who validly tender and do not validly withdraw their Notes
will also be entitled to accrued but unpaid interest on their
tendered Notes to the applicable settlement date.

In conjunction with the tender offers, SEMCO is also soliciting
consents from holders of Notes to eliminate substantially all of
the restrictive covenants and certain events of default under the
indentures governing the Notes.

Holders may not tender their Notes without delivering their
consents pursuant to the applicable consent solicitation.  SEMCO
will make a consent payment of $30 per $1,000 to all holders whose
consents have been validly delivered pursuant to the applicable
consent solicitation and not withdrawn prior to 5:00 p.m., New
York City time, on Oct. 23, 2007, unless extended with respect to
a series of Notes.

Validly tendered Notes may be withdrawn and validly delivered
consents may be revoked at any time prior to such date, but not
thereafter.

Each tender offer is subject to certain conditions, including,
SEMCO's receipt of adequate consents to amend each of the
applicable indentures and the consummation of SEMCO's pending
share exchange with Cap Rock Holding Corporation.

SEMCO has retained Credit Suisse Securities (USA) LLC to serve as
the Dealer Manager and Solicitation Agent for the tender offers
and consent solicitations.

Requests for documents may be directed to D.F. King & Co., Inc.,
the Information Agent, by telephone at (800) 290-6431 (toll-free)
or (212) 269-5550 (Banks and Brokers may call collect).

Questions regarding the tender offer may be directed to Credit
Suisse Securities (USA) LLC at (800) 820-1653 (toll-free) or (212)
538-0652 (collect).

                     About Semco Energy Inc.

Headquartered in Port Huron, Michigan, SEMCO Energy Inc.
(NYSE:SEN) -- http://www.semcoenergy.com/-- is engaged in natural  
gas distribution operations in Michigan and Alaska.  The company's
Michigan operation is referred to as SEMCO Gas, while the Alaska
operation is called ENSTAR.  SEMCO Gas is a division of the
company.  The company purchases, transports, distributes and sells
natural gas to residential, commercial and industrial customers.  
At Dec. 31, 2006, it had approximately 413,000 customers,
including 287,000 customers in Michigan and 126,000 customers in
Alaska.

                         *     *     *

The company continues to carry Moody's Investor Service's 'Ba2' on
its long term corporate family and senior unsecured debt ratings,
which were assigned in May 2003.  The outlook is developing.


SHAW GROUP: Earns $54.6 Million in Three Months Ended May 31
------------------------------------------------------------
The Shaw Group Inc. reported net income for the three months ended
May 31, 2007, of $54.6 million.  The reported results include
$5.7 million of net income, related to Shaw's investment in the
Westinghouse segment.  Excluding the Westinghouse segment, net
income was $48.9 million.

Earnings before interest expense, income taxes, depreciation and
amortization For the third quarter of 2007 with the Westinghouse
segment was $92.2 million, and $74.2 million excluding the
Westinghouse segment.  In comparison for the three months ended
May 31, 2006, which was prior to the Westinghouse investment, Shaw
reported a net loss before interest expense, taxes, depreciation
and amortization of $15.7 million and a net loss of $16.7 million.

Third quarter operating cash flow totaled $131 million, bringing
the nine months' operating cash flow to $285 million.  Revenues
for third quarter 2007 were $1.6 billion, compared to $1.2 billion
in the corresponding 2006 period.

Shaw's backlog of unfilled orders at May 31, 2007, was a record
$13.3 billion, up from approximately $8 billion at May 31, 2006.  
Approximately $5.6 billion, or 42% , of the backlog is expected to
be converted to revenues during the next 12 months.  Shaw also
expects its backlog to grow to approximately
$14.3 billion at Aug. 31, 2007.

"Our business segments experienced strong revenue and profit
growth compared to 2006, with the exception of the Environmental &
Infrastructure Group, which executed significant amounts of
disaster relief and emergency response services in 2006," J.M.
Bernhard Jr., Shaw's chairman, president and chief executive
officer, said.  "Our solid results were fueled by continued
strength in the global markets for power generation capacity and
petrochemicals processing.

"Our record backlog positions us well for fiscal 2008 and we
believe the global markets we serve will remain strong throughout
the year," Mr. Bernhard said.  "Our operating segments are well
positioned to benefit from this continued global economic
expansion and we continue to believe there will be significant
long-term growth in the developing nuclear power markets.

"Brian K. Ferraioli assumed the responsibility of chief financial
officer today, and together with our entire financial reporting
team, will continue improving our financial reporting processes."

At May 31, 2007, the company's balance sheet showed total assets
of $3.6 billion, total liabilities of $2.3 billion, stockholders'
equity of $1.2 billion.

                        About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SHIFT NETWORKS: Completes Asset Sale; CCAA Protection Extended
---------------------------------------------------------------
Shift Networks Inc. completed the sale of its undertaking,
property and assets to 1352741 Alberta Ltd., an assignee from the
original purchaser Strategic Equity Corp. on Oct. 5, 2007.

In connection with the completion of that transaction, Shift
obtained an order of the Alberta Court of Queen's Bench:

    (a) extending Shift's creditor protection under the Companies
        Creditors Arrangements Act (Canada) until Oct. 19, 2007 in
        order to permit the assignment of Shift's key contracts to
        the Purchaser;

    (b) requiring Shift to change its name to a numbered Alberta
        corporation in order to permit the Purchaser to change its
        name to a corporate name that includes "Shift Networks";
        and

    (c) discharging PricewaterhouseCoopers Inc., the Court
        appointed monitor of Shift, from its duties as Monitor
        effective upon the expiry of the general stay of
        proceedings on Oct. 19, 2007.

1352741 Alberta Ltd. will maintain the business operations of
Shift and will continue to provide VoIP business telephone
services to Shift's new and existing customers.

The Court, on Aug. 29, 2007, had approved a sales process pursuant
to which the Monitor and Shift sought bids from prospective
purchasers for its undertaking, property and assets by asset
purchase and sale, plan of arrangement or other transaction.

Strategic, which has provided debtor-in-possession financing
during the CCAA proceedings of Shift, submitted a "stalking horse
bid" for a purchase price equal to the amount outstanding under
the DIP Financing pursuant to an asset purchase agreement dated as
of Aug. 29, 2007 between Shift and Strategic.  The completion of
the sale to Strategic was conditional upon no other "Superior Bid"
being received.  Strategic subsequently assigned its rights under
the Asset Purchase Agreement to the Purchaser.

Under the Sales Process, potential bidders had until 5:00 pm on
Monday, Sept. 24, 2007 to submit a "Superior Bid".  No Superior
Bid was received and therefore on October 5, 2007, Shift and the
Purchaser completed the sale transaction contemplated by the Asset
Purchase Agreement.

Effective Friday, June 8, 2007, trading in the shares of the
company was suspended pursuant to TSX-V Policy 2.9, as Shift has
less than three Directors.  Mr. Trent Johnsen remains the sole
Director, President and Chief Executive Officer of Shift but will
be resigning as soon as practical and in any event prior to the
termination of the stay of proceedings on October 19, 2007.

Given that the purchase price under the Asset Purchase Agreement
was equal to the amount outstanding under the financing provided
by Strategic, and that pursuant to the Asset Purchase Agreement
all realizable assets of Shift were conveyed to the Purchaser,
there are no remaining assets available for distribution.  
Management therefore believes that there will be no recovery by
the secured debenture holders, the ordinary unsecured creditors or
shareholders of Shift.

Additional information relating to Shift is available on the
website of the Monitor at http://www.pwc.com/brs-shift

                      About Shift Networks

Shift Networks Inc. -- http://shiftnetworks.com/-- (TSX VENTURE:
SHF) is a voice and high-speed Internet access provider to small
and medium businesses.  The company generates revenues through two
sources: offering a suite of voice-over Internet protocol services
to commercial clients through its network and the resale of
telecommunications services provided by third parties.  During the
year ended December 31, 2005, it discontinued the legacy line of
business in order to focus specifically on VoIP services.


UNIVERSAL FOOD: Gets Final Nod to Obtain DIP Financing from Cipher
------------------------------------------------------------------
Universal Food & Beverage Company Inc. and its debtor-affiliates
obtained authority, on a final basis, from the U.S. Bankruptcy
Court for the Northern District of Illinois to access debtor-in-
possession financing from Cipher Capital Partners LLC.

As reported in the Troubled Company Reporter on Sept. 13, 2007,
the Debtors told the Court that they will use the post-petition
funds to support their immediate operational requirements.  
Otherwise, the Debtors would remain shutdown and incapable of
spending the necessary funds to preserve their assets and
eventually liquidate the assets in a forced sale environment.

Cipher agreed to provide the Debtors loan up to $100,000 on an
interim basis through the week ending Sept. 30, 2007, and up to
$250,000 on a final basis through Oct. 8, 2007, to be
disbursed substantially.  The financing will accrue at an
interest rate of 16% per annum.

                     Financing Relationships

The Debtors made a primary pre-petition lending arrangement with
certain lenders and Midsummer Capital LLC, as collateral agent for
the pre-petition lenders.  The pre-petition lenders advanced funds
to the Debtors pursuant to an amended and restated senior secured
convertible notes dated June 22, 2006, and senior secured
convertible notes dated Dec. 31, 2006.  The advances were secured
by a first priority lien upon the Debtors' accounts receivable,
inventory, machinery and equipment, other tangible property, a
first priority mortgage on the Debtors' real property in Savannah,
Georgia and a second priority mortgage on the Debtors' real
property in Independence, Virginia, collectively pre-petition
collateral.  The Debtors' real property in Independence, Virginia
is subject to a first priority mortgage held by the Grayson
National Bank.  The Debtors owe Grayson the principal amount of
$5.5 million.  As of the bankruptcy filing, the Debtors owed the
pre-petition lenders about $5.1 million plus fees, costs and
interest.

On Aug. 31, 2007, prior to the filing of the case, the Debtors
executed a loan and security agreement with Cipher and certain
other senior pre-petition lenders pursuant to which the senior
pre-petition lenders extended $135,000 in funding to the Debtors
for their operations.  The senior pre-petition debt is secured by
a senior priority interest in the pre-petition collateral.

                      About Universal Food

Universal Food & Beverage Company, Inc., manufactures and markets
food and beverage products.  The Debtor and its debtor-affiliates
in Georgia and Virginia filed for Chapter 11 petitions on Aug. 31,
2007 (Bankr. N.D. Ill. Lead Case No. 07-15955).  Barry A Chatz,
Esq., and James A. Chatz, Esq., at Arnstein & Lehr LLP, represent
the Debtors.   The Official Committee of Unsecured Creditors
selected Schiff Hardin LLP as its bankruptcy counsel.  When they
filed for protection from their creditors, the Debtors disclosed
$0 assets and an aggregate of more than $20 million in debts.


* Kurt Babe Joins Alvarez & Marsal as Senior Director
-----------------------------------------------------
Alvarez & Marsal Business Consulting, LLC, reported that merger
integration executive Kurt Babe has joined as a senior director.  
A member of the firm's Northeast Region, Mr. Babe is based in both
New York and Washington, D.C.

Bringing more than two decades of mergers and acquisitions
experience, Mr. Babe assists clients with the pre-planning and
post-closing implementation of large scale transformations,
including mergers and acquisitions, divestitures, process
enhancements, re-engineering and cost containment initiatives.    
He also works with outside counsel to assist companies in working
with the Department of Justice and Federal Trade Commission in
connection with merger related issues.

"[Mr. Babe] has a wealth of experience guiding clients through
merger and acquisition transactions, having worked with major
corporations including Nestle and Philip Morris," said Gary Moran,
a managing director and head of the New York Business Consulting
practice of Alvarez & Marsal.  "His background and expertise are
outstanding complements to our deep bench of senior professionals
who focus on helping companies navigate the myriad complex issues
associated with pre-merger planning and post-transaction
integration and execution."  

"I am excited to be at Alvarez & Marsal," said Mr. Babe.  "The
firm's global reach and access to Boards and management of
leading organizations provide the perfect platform for me to
continue to lead complex merger integrations and other large
scale transformations."

Mr. Babe's experience spans the U.S, Europe, Latin and South
America and Asia, enabling him to build teams on a country-by-
country basis.  Prior to joining A&M, he was managing principal of
Harborplace Consulting, a boutique firm focused on mergers and
acquisitions which he co-founded.  Previously, he was managing
director and national director of business integration for
consumer goods with KPMG.  Earlier in his career, Mr. Babe was a
principal with A.T. Kearney and he has also held various
management positions with Procter & Gamble, Phillip Morris and
PepsiCo.

Mr. Babe earned his bachelor's degree, with honors, from Muskingum
College.  He has served as president of the Queen Anne's County
Taxpayers Association and as member of The University of Texas
Graduate School Marketing Advisory Board.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a    
professional services firm with expertise in guiding
underperforming companies and public sector entities through
complex operational, financial and organizational challenges.  The
firm excels in problem solving and value creation, and brings a
bias toward executing solutions with a distinctive hands-on
approach to serving clients, management and stakeholders.  

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Stephen Lerner Joins Squire as Lead of Bankruptcy Practice
------------------------------------------------------------
Stephen D. Lerner, who has represented clients in some of the
largest and most significant bankruptcies in US history, has
selected to lead the bankruptcy and restructuring practice at
global law firm Squire, Sanders & Dempsey L.L.P.

"Stephen's vast experience extends from Enron bankruptcy, where
he was co-counsel for the committee of unsecured creditors, to
more recent work for EaglePicher Holdings, WCI Steel and All
American Semiconductor," said Chairman R. Thomas Stanton.  Lerner,
who is resident in the firm's New York and Cincinnati offices,
has also represented significant interests in a host of nationally
prominent Chapter 11 cases and restructurings including Refco,
Mesaba Aviation, National Century Financial Enterprises, American
Home Mortgage and Ownit Mortgage Solutions.

Lerner has an extensive national restructuring practice in which
he represents debtors, committees of unsecured creditors, secured
and unsecured creditors, equity interest holders, and acquirers of
troubled businesses in Chapter 11 reorganization cases and out-of-
court restructurings throughout the United States.  He is a Fellow
of the American College of Bankruptcy and his work is perennially
lauded by The Best Lawyers in America and Chambers USA: America's
Leading Lawyers for Business.
                                                                                          
"Squire Sanders' restructuring practice is uniquely positioned to
provide creative and value-added services to our clients utilizing
the firm's expertise and global footprint," Lerner said, adding,
"Our group consists of more than 40 highly skilled restructuring
lawyers, complemented by talented and veteran litigation,
corporate finance, tax, and merger and acquisition lawyers."

Stanton said Lerner's experience in high-stakes bankruptcies
and restructurings is invaluable for clients bearing the brunt
of the current tumult in the sub-prime mortgage and homebuilding
industries.  Lerner added, "We're currently representing numerous
investors in the subprime market and have established an
interdisciplinary team of restructuring, litigation, real estate
and financial services lawyers to address the myriad issues facing
the affected industries."

Lerner noted that while the sub-prime crisis is currently centered
in the United States, the impact is rippling across the Atlantic
to Europe and Asia.

"With experienced restructuring lawyers throughout Western and
Central Europe, China and Latin America, Squire Sanders is
extremely well positioned to address our clients' growing
restructuring needs in virtually every corner of the world,"
Lerner said.  Squire Sanders has tapped veteran Phoenix
restructuring partner Thomas J. Salerno and Andrew O. Visintin,
managing partner of the London office, to lead the firm's growing
international insolvency and restructuring practice.

"Both Tom and Andrew have years of experience successfully
restructuring businesses throughout Western and Central Europe
and Latin America.  In addition, Tom has counseled  European
governments on creating and refining their bankruptcy laws,"
Stanton added.

"The firm's international clientele will benefit from Tom and
Andrew's breadth of experience and perspective," Lerner said.

                       About Squire Sanders

Founded in 1890, Squire, Sanders & Dempsey L.L.P. --
http://www.ssd.com/-- provides legal counsel worldwide.  The  
company has four major practice areas: advocacy, business, capital
markets and regulated industries.  The company has approximately
800 lawyers practicing in offices throughout the Americas, Europe
and Asia.


* BOOK REVIEW: Long-Term Care in Transition: The Regulation of
               Nursing Homes
------------------------------------------------------------
Author:     David B. Smith
Publisher:  Beard Books
Paperback:  170 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980304/internetbankrupt

This book is an invaluable reading for health care professionals
involved in the management of nursing homes.  It includes lessons
learned from the regulatory experience for the health sector as a
whole.

Long-Term Care in Transition is a carefully documented case study
of the changes that took place in the regulation of nursing homes
in New York between 1975 and 1980.

It covers the history of the regulatory offensive in New York and
strategies of control and their effectiveness, touching on such
subjects as professional standards, rate setting, reimbursement,
criminal prosecution, and consumers.

                             *********

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 ***