TCR_Public/071022.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 22, 2007, Vol. 11, No. 250

                             Headlines



1031 TAX GROUP: U.S. Trustee Makes New Plea for Chap. 11 Trustee
1031 TAX GROUP: Joins Committee in Supporting U.S. Trustee's Plea
ADVANCED MICRO: Posts $396 Million Net Loss in Qtr. Ended Sept. 29
AFV SOLUTIONS:  Weaver & Martin  Raises Going Concern Doubt
ALLETE INC: Board Declares Quarterly Dividend of $0.41/Share

AMERIRESOURCE TECH: BizAuctions Unit Gets New Contracts
ASPEN EXECUTIVE: Wants to Hire Pachulski Stang as Counsel
ASPEN EXECUTIVE: Taps R2 Advisors as Financial Advisors
ATSI COMMUNICATIONS:  Malone & Bailey Raises Going Concern Doubt
AUTO UNDERWRITERS:  Malone & Bailey Raises Going Concern Doubt

AVADO BRANDS: Auction for Sale of Assets Scheduled on Nov. 14
AVADO BRANDS: Gets Final Approval to Use DDJ DIP Facility
AVADO BRANDS: Has Until November 2 to File Schedules & Statement
AVAYA INC: Earns $35 Million in Fourth Quarter Ended Sept. 30
BAUSCH & LOMB: Extends Debt Securities Tender Offers to Oct. 26

BEAR STEARNS: Moody's Rates Class II-A-3 Notes at Ba2
BLAST ENERGY: Judge Bohm Approves Amended Disclosure Statement
BLAST ENERGY: Plan Confirmation Hearing Slated for November 14
BRIGGS & STRATTON: Posts $20.5 Million Net Loss in 1st Fiscal Qtr.
BUILDING MATERIALS: S&P Puts 'BB' Rating Under Negative Watch

CALLIDUS DEBT: Moody's Rates $13 Million Class D Notes at Ba2
CAPITAL ONE: Posts $81.6 Million Net Loss in Qtr. Ended Sept. 30
CBA COMMERCIAL: S&P Lowers Ratings on Three Certificate Classes
CHRYSLER LLC: Four Union Locals Reject UAW-Chrysler Labor Pact
CITRUS VALLEY: Moody's Affirms Ba1 Rating

COGNIGEN NETWORKS:  Ehrhardt Keefe Raises Going Concern Doubt
COLLINS CASHWAY: Voluntary Chapter 11 Case Summary
COLUMBIA AIRCRAFT: Wants to Hire Tonkon Torp as Bankruptcy Counsel
CONSUMERS ASSOCIATION: Bankruptcy Likely if Forced to Pay Costs
COPPER RIDGE: Case Summary & Eight Largest Unsecured Creditors

COUNTRYWIDE FINANCIAL: CEO Faces SEC Inquiry on Sale of Shares
COUNTRYWIDE FINANCIAL: Pension Plan Wants CEO Mozilo Replaced
COUNTRYWIDE FINANCIAL: CtW Investment Wants Resignation of CEO
CREDIT SUISSE: Moody's Holds Ratings on Three Class Certificates
DELPHI CORP: Disclosure Statement Hearing Deferred to November 8

DELTA AIR: Earns $220 Million in Quarter Ended September 30
EDS CORP: Paying $0.05 per Share Dividend on December 10
FAIRCHILD SEMICONDUCTOR: Earns $20.3 Mil. in Qtr. Ended Sept. 30
GENERAL MOTORS: Global Third Quarter Sales Increase by 4%
GENESIS CLO: Moody's Rates $40 Million Class E Notes at Ba2

GLOBAL CREDIT: S&P Lowers Rating on Preferred Shares to BB-
HARRAH'S ENT: Mississippi Gaming Commission Okays Apollo Buyout
HOLOGIC INC: Stockholders Give Nod to Cytyc Merger Deal
INDIANAPOLIS DOWNS: Sells $425 Million Notes in Two-Part Deal
INTEGRATED SECURITY:  Weaver & Tidwell Raises Going Concern Doubt

INTERNATIONAL PAPER: Board Okays Annual Election of Directors
JOURNAL REGISTER: Earns $11.2 Million in Quarter Ended Sept. 30
KELLWOOD CO: Board Recommends Rejection of Sun Capital Proposal
LAJITAS RESORT: Fails to Sell Assets at Auction
LAWRENCE SHIERS: Voluntary Chapter 11 Case Summary

LEVI STRAUSS: Completes $525MM Tender Offer of 12.25% Sr. Notes
LSP BATESVILLE: S&P Holds 'B+' Rating on $326 Million Senior Notes
MADISON PARK: Moody's Rates $17.5 Million Class E Notes at Ba2
MCCLATCHY CO: Reports Preliminary Earnings of $23.5MM in 3rd Qtr.
MCNA CABLE: S&P Assigns 'B' Corporate Credit Rating

MIAMI BEACH HEALTH: S&P Revises Outlook to Negative from Stable
MOVIE GALLERY: Wants to Hire Kirkland & Ellis as Lead Counsel
MOVIE GALLERY: Gets Interim OK to Use Lenders' Cash Collateral
MOVIE GALLERY: Gets Interim Nod to Access $150 Mil. DIP Financing
NATIONWIDE HEALTH: Prices $300 Million Offering of 6.25% Notes

NETTIME SOLUTIONS:  Semple Marchal Raises Going Concern Doubt
NPS PHARMA: Completes 3% Convertible Notes Cash Tender Offering
OCEAN BLUE: Section 341(a) Meeting Scheduled on November 5
OCEAN BLUE: Gets Interim Ok to Use Legg Mason's Cash Collateral
OCEAN BLUE: Court Approves Rice Pugatch as Bankruptcy Counsel

OWENS-ILLINOIS: Appoints Hugh H. Roberts as Director
PALMRYA ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
PENN NATIONAL: Completes Purchase of Sanford-Orlando's Fla. Club
PETROHAWK ENERGY: S&P Lifts Corporate Credit Rating to B+ from B
PH GLATFELTER: Moody's Lowers Senior Unsecured Ratings to Ba2

PITTSFIELD WEAVING: Files Second Amended Disclosure Statement
PNA GROUP: S&P Affirms Ratings and Revises Outlook to Negative
REMY WORLDWIDE: Court Approves Kurtzman Carson as Noticing Agent
REMY WORLDWIDE: Wants Until December 22 to File Schedules
RH DONNELLEY: Unit's Offer to Purchase 10-7/8% Sr. Notes Expires

ROWE COS: Opposes Conversion to Chapter 7 Liquidation Proceeding
ROWE COS: Court Okays Stinson Morrison as Securities Counsel
S-TRAN HOLDINGS: Exclusive Period Plan Filing Moved to December 3
SANDISK CORP: Earns $85 Million in Third Quarter Ended Sept. 30
SENTINEL MANAGEMENT: BoNY Agrees to Transfer Cash to Trustee

SENTINEL MANAGEMENT: Earns $23 Million in September 2007
SOLUTIA INC: Court Approves Fifth Amended Disclosure Statement
SOLUTIA INC: Court Sets November 29 Plan Confirmation Hearing
SOUTH AVENUE SERVICE: Voluntary Chapter 11 Case Summary
SPANSION INC: Posts $72 Million Net Loss in Quarter Ended Sept. 30

SPECTRUM FINANCIAL: Court Converts Case to Chapter 7
SPECTRUM FINANCIAL: Lane & Nach OK'd as Chap. 7 Trustee's Counsel
SPECTRUM FINANCIAL: Creditors' Meeting Scheduled on December 18
TEMPUR-PEDIC INT'L: Earns $38.8 Million in Quarter Ended Sept. 30
TENNECO INC: Elects Dennis J. Letham to Board of Directors

THORNBURG MORTGAGE: S&P Retains Negative Watch on 'B' Rating
URS CORP: Glass Lewis Urges Washington Shareholders to OK Merger
VENTURE IX: Moody's Rates $14 Million Class E notes at Ba2
VISTEON CORP: Inks MOU to Sell Swansea Facility to Linamar
WENDY'S INT'L: Partners with Berjaya to Open 70 Units in Malaysia

WESCO INTERNATIONAL: Earns $70 Million in Quarter Ended Sept. 30
WESTERN OIL: Completes $6.9 Billion Sale Pact with Marathon Oil
WINDSWEPT:  Holtz Rubenstein Reminick Raises Going Concern Doubt

* BOND PRICING: For the Week of Oct. 15 - Oct. 19 2007



                             *********

1031 TAX GROUP: U.S. Trustee Makes New Plea for Chap. 11 Trustee
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, has again
filed a motion seeking the appointment of a chapter 11 trustee in
The 1031 Tax Group LLC and its debtor-affiliates' cases or, in the
alternative, conversion of the Debtors' cases into chapter 7.  The
U.S. Trustee's new request comes after more than two months since
the U.S. Bankruptcy Court for the Southern District of New York
denied her first request.

The U.S. Trustee states that in denying her first motion, the
Court gave great weight to the assertions of the Debtors and the
Official Committee of Unsecured Creditors that a plan of
reorganization in which there would be a meaningful distribution
to creditors would be presented to the Court in the very near
future.

Unfortunately, the U.S. Trustee argues, even though the Court has
repeatedly given the Debtors and the Creditors' Committee ample
opportunities to pursue two alternative disclosure statements and
plans, no plan of reorganization of the Debtors appears poised for
consideration anytime soon.

In his Aug. 13 memorandum opinion, Hon. Martin Glenn concluded
that where a case has an active creditors committee functioning
effectively and working well with the debtors, there is little
benefit in appointing a trustee.

Judge Glenn went on to say that as the Debtors' cases have
unfolded, real progress has been made through the joint efforts of
the Debtors' new management and the Committee.

To the extent that the U.S. Trustee challenged the Debtors'
ability to rehabilitate, Judge Glenn noted that the Debtors have
worked diligently with the Committee to file a proposed joint
disclosure statement and a plan that could provide creditors with
close to full recovery of their claims.  "This belies the
assertion that the Debtors cannot reorganize," Judge Glenn opined.

A hearing has been set at 10:00 a.m. tomorrow, Oct. 23, 2007, to
consider the U.S. Trustee's request.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group      
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


1031 TAX GROUP: Joins Committee in Supporting U.S. Trustee's Plea
-----------------------------------------------------------------
The 1031 Tax Group LLC and its debtor-affiliates join the Official
Committee of Unsecured Creditors in supporting the request of
Diana G. Adams, the United States Trustee for Region 2, for an
appointment of a chapter 11 trustee in their bankruptcy cases.

Both the Debtors and the Committee, however, did not state any
opposition nor consent to the U.S. Trustee's alternative request
for conversion of the Debtors' chapter 11 cases into chapter 7.
                                                                                
The Committee discloses that it has negotiated and procured a
major achievement in the form of an agreement which provides,
among other things, assets for creditor recoveries whether by the
Debtors or by a Chapter 11 trustee.

With regards to the current circumstances affecting the
achievement of the agreement, and upon the understanding of the
position of the Debtors, the Committee believes it is proper to
appoint a chapter 11 trustee in the Debtors' cases.

The Committee said it has communicated its proposed nominee to act
as chapter 11 trustee to the U.S. Trustee.

For their part, the Debtors said they do not believe they can file
a confirmable plan of reorganization given the extremely difficult
circumstances their cases currently face.

Specifically, the Debtors noted, among others, that their estates
have very few assets other than:

   (i) unsecured promissory notes from Edward H. Okun, the
       Debtors' owner, and entities directly or indirectly owned
       or controlled by Mr. Okun;

  (ii) a personal guaranty from Mr. Okun;

(iii) some cash in accounts at Colorado Capital Bank, which cash
       has been subject to competing claims and litigation; and

  (iv) potential claims under fidelity and surety bond policies.

In addition, the Debtors state that Mr. Okun's assets have
regularly suffered from varying degrees of financial distress,
including multiple threats of foreclosure by pre-existing secured
creditors and that Mr. Okun as well as entities directly or
indirectly owned or controlled by him have been subject to a
multitude of claims by exchanger creditors seeking relief
outside of the Bankruptcy Court.

Furthermore, the Debtors tell the Court that the ongoing U.S.
Attorney's investigation into Mr. Okun's dealings with the
Debtors, coupled with the pre-petition seizure by the federal
government of many of the Debtors' and the Okun Entities'
corporate documents, created an entirely separate set of
challenges.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group      
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through
07-11462).  Norman N. Kinel, Esq., and Steven E. Fox, Esq., at
Dreier, LLP, represents the Debtors in their restructuring
efforts.  David Y. Wolnerman, Esq., at Greenberg Traurig, LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed estimated assets and debts of over $100 million.


ADVANCED MICRO: Posts $396 Million Net Loss in Qtr. Ended Sept. 29
------------------------------------------------------------------
Advanced Micro Devices Inc. reported results for its operations
for the third quarter ended Sept. 29, 2007.

In the third quarter, the company reported an operating loss of
$226 million, and a net loss of $396 million.  Third quarter
results include a negative impact of $120 million due to ATI
acquisition-related, integration and severance charges and
impairment of assets.

AMD reported third quarter 2007 revenue of $1.632 billion, an 18%
increase compared to the second quarter of 2007 and a 23%
improvement compared to the third quarter of 2006.  In the second
quarter of 2007, AMD reported revenue of $1.378 billion and an
operating loss of $457 million.  In the third quarter of 2006, AMD
reported revenue of $1.328 billion and operating income of
$121 million.

"We are encouraged by the progress we made in our third quarter
financial results.  We delivered a strong revenue increase, gained
8 percentage points of gross margin and reduced our operating loss
by more than half," said Robert J. Rivet, AMD's chief financial
officer.  "We sold a record number of microprocessors through our
distribution channel and began revenue shipments of Quad-core AMD
Opteron(TM) processors in the quarter.

"Graphics segment revenue increased 29% sequentially, as customers
increasingly adopted AMD's new ATI Radeon HD(TM) 2000 series of
graphics processors."

Third quarter charges of $120 million consisted of ATI
acquisition-related, integration and severance charges of
$78 million and asset impairments of $42 million associated with
the company's ownership of Spansion Inc. common stock.

Third quarter 2007 gross margin was 41%, compared to 33% in the
second quarter of 2007 and 51% in the third quarter of 2006.  The
increase from the prior quarter was due to increased
microprocessor unit shipments, manufacturing efficiencies,
improved inventory management, and a richer product mix in the
Computing Solutions and Graphics segments.

         Completes $1.5 Billion Convertible Debt Offering   

AMD completed a $1.5 billion convertible debt offering and used
the net proceeds, together with available cash, to repay in full
the $1.7 billion outstanding balance of the term loan used to
acquire ATI.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$12.934 billion in total assets, $8.501 billion in total
liabilities, $308 million in minority interest in consolidated
subsidiaries, and $4.125 billion in total shareholders' equity.

                       About Advanced Micro

Headquartered in Sunnyvale, Calif., Advanced Micro Devices Inc.
(NYSE: AMD) -- http://www.amd.com/-- provides processing  
solutions in the computing, graphics and consumer electronics
markets.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Advanced Micro Devices Inc.  At the
same time, S&P assigned its 'B' rating to the company's
$1.5 billion 5.75% senior convertible notes due 2012, and raised
the rating on the company's existing senior unsecured debt to 'B'
from 'B-', because the company no longer has secured debt in its
capital structure.


AFV SOLUTIONS:  Weaver & Martin  Raises Going Concern Doubt
-----------------------------------------------------------
Kansas City, Mo.-based Weaver & Martin LLC raised substantial
doubt about AFV Solutions, Inc. 's ability to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2007.  The auditing firm points to the
company's losses from inception.

The company posted a net loss of $3,621,460 on $111,800 of revenue
for the year ended June 30, 2007, as compared with a net loss of
$2,084,295 on $62,510 of revenue in the prior year.

At June 30, 2007, the company's balance sheet showed $1,675,840 in
total assets, $548,685 in total liabilities and $1,127,155
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2457

                         About AFV Solutions

AFV Solutions, Inc., (OTC BB:AFVS.OB) --
http://www.afvsolutions.com--  operates as an alternative fuel  
vehicle solutions provider in the United States.  Its products
primarily include propane, natural gas, and hydrogen and
electrical conversion kits for trucks and automobiles, as well as
industrial equipment.  The company also distributes hybrid
electric, compressed natural gas, and liquid petroleum gas buses;
and alternative fuel parts and components.  AFV Solutions was
incorporated in 2002 as Juris Travel and changed its name to Bed
and Biscuit Inns of America, Inc., on March 17, 2003.  Further,
the company changed its name to Dogs International on March 24,
2003 and to AFV Solutions, Inc., in 2005.  The company is based in
Irvine, California.


ALLETE INC: Board Declares Quarterly Dividend of $0.41/Share
------------------------------------------------------------
ALLETE's board of directors declared a quarterly dividend of $0.41
per share of common stock.  On an annual basis, the dividend is
equivalent to $1.64 per share, unchanged from the previous
quarter.

The regular quarterly dividend on common stock is payable December
1 to shareholders of record at the close of business Nov. 15,
2007.

Headquartered in Duluth, Minnesota, ALLETE Inc. (NYSE:ALE) --
http://www.allete.com/-- generates, transmits, distributes and
markets electrical power for retail and wholesale customers in the
Upper Midwest.  ALLETE also owns a significant portfolio of real
estate in Florida, and BNI Coal in North Dakota.

                         *     *     *

Moody's Investor Services rated ALLETE Inc.'s preferred stock at
Ba1 on July 2001.  The outlook is stable.


AMERIRESOURCE TECH: BizAuctions Unit Gets New Contracts
-------------------------------------------------------
BizAuctions Inc., AmeriResource Technologies Inc.' subsidiary, has
landed and is working on several new contracts involving
liquidation services for various commercial clients.

"As shown in BizAuctions' steady and strong revenue increases, our
business continues to grow in providing our eBay liquidation
services," Delmar Janovec, CEO, noted.

"BizAuctions is doing solid business and providing valuable
services to its clients," Mr. Janovec concluded.  "It is clear
that American companies are in need of liquidation services, and
we are aggressively targeting that market."

BizAuctions will report the third quarter financial statements on
Nov. 14, 2007.

The company disclosed that BizAuctions' revenues have increased
substantially over the last several quarters:

               Quarter Ended           Revenue
               -------------           --------
                  9/30/06              $192,097
                 12/31/06              $223,123
                  3/31/07              $326,906
                  6/30/07              $438,764
                  9/30/07           TBD -- New Record

                      About BizAuctions

BizAuctions Inc. (PINKSHEETS: BZCN) provides commercial eBay
liquidation services for excess inventory, overstock items, and
returns.  The company's clients have included some of the United
States' leading retail names at the forefront of their industries.

                About Ameriresource Technologies

Headquartered in Las Vegas, AmeriResource Technologies Inc.
(OTC BB: AMREE.OB) -- http://www.ameriresourcetechnologies.com/--  
operates online auction drop-off locations that provide the
general public to sell items on eBay.  It provides software design
and product development for businesses that sells items on eBay.  
AmeriResource also offers software and hardware system, and self-
serve system called Point of Sales, which offers integrated
system, including restaurant management tools/menus that offer
various reports for inventory and labor control.  The company was
incorporated in 1989 as KLH Engineering Group Inc. and changed its
name to AmeriResource Technologies Inc. in 1996.

At June 30, 2007, AmeriResource Technologies Inc.'s consolidated
balance sheet showed $1.2 million in total assets and $2.4 million
in total liabilities, resulting in a $1.2 million total
stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2007,
De Joya Griffith & Company LLP, in Las Vegas, expressed
substantial doubt about AmeriResource Technologies Inc.'s ability
to continue as a going concern after auditing the company's
financial statement as of the years ended Dec. 31, 2006, and 2005.  
The auditing firm pointed to the company's recurring losses from
operations, negative working capital, and negative cash flows from
operations.


ASPEN EXECUTIVE: Wants to Hire Pachulski Stang as Counsel
---------------------------------------------------------
Aspen Executive Air LLC asks the United States Bankruptcy Court
for the District of Delaware for permission to employ Pachulski
Stang Ziehl & Jones LLP as its counsel.

As the Debtor's counsel, Pachulski Stang will:

   a. provide legal advice with respect to the Debtor's powers and
      duties as a debtor and debtor in possession in the continued
      operation of its business and management of its property;

   b. prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtor and in order to
      protect the interests of the Debtor before the Court;

   d. prepare and pursue approval of a disclosure statement and
      confirmation of a plan; and

   e. perform all other legal services for the Debtor that may be
      necessary and proper in this case.

The firm's professionals billing rates are:

      Professionals              Hourly Rates
      -------------              ------------
      Laura Davis Jones, Esq.        $750
      David M. Bertenthal, Esq.      $550
      Curtis A. Hehn, Esq.           $375
      Maria Bove, Esq.               $395
      Timothy P. Cairns, Esq.        $350
      Lynzy Olberholzer              $175

Laura Davis Jones, Esq., a managing director 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.

Based in Basalt, Colorado, Aspen Executive Air LLC, aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The     
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  When the Debtor filed for protection
form its creditors, it listed assets and debts between $1 million
and $100 million.  The Debtor's list of 20 largest unsecured
creditors showed claims of more than $20 million.


ASPEN EXECUTIVE: Taps R2 Advisors as Financial Advisors
-------------------------------------------------------
Aspen Executive Air LLC asks the United States Bankruptcy Court
for the District of Delaware for permission to employ R2 Advisors
LLC as its financial advisor.

R2 Advisors will:

   a. analyze the Debtor's business, operations, properties,
      financial condition, competition, forecast, and prospects;

   b. assist in financial valuation of the going concern
      operations of the Debtor;

   c. advice the Debtor on a proposed purchase price and form of
      consideration for the sale of its assets;

   d. assist the Debtor in developing, evaluating, structuring and
      negotiating the terms and conditions of a potential sale;

   e. assist the Debtor in the preparation of solicitation
      materials with respect to the sale;

   f. identify and contact selected qualified buyers and
      furnishing them, on behalf of the Debtor, with solicitation
      materials;

   g. assist the Debtor in arranging for potential buyers to
      conduct due diligence investigations;

   h. provide testimony before the Court, as required;

   i. provide valuation of the Debtor or its assets; and

   j. provide other financial advisory services with respect to
      the Debtor's financial issue as may be agreed from time to
      time between the firm and Debtor.

Paper filed with the Court did not disclose the firm's
professionals compensation rates.

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

Based in Basalt, Colorado, Aspen Executive Air LLC, aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company.  The     
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341).  When the Debtor filed for protection
form its creditors, it listed assets and debts between $1 million
and $100 million.  The Debtor's list of 20 largest unsecured
creditors showed claims of more than $20 million.


ATSI COMMUNICATIONS:  Malone & Bailey Raises Going Concern Doubt
----------------------------------------------------------------
Malone & Bailey PC in Houston, Tex., raised substantial doubt
about ATSI Communications, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended July 31, 2007.  The auditing firm stated that ATSI
has a working capital deficit, has suffered recurring losses from
operations and has a stockholders' deficit.

The company posted a net loss of $257,000 on $31,692,000 of total
operating revenues for the year ended July 31, 2007, as compared
with a net income of $947,000 on $14,696,000 total operating
revenues in the prior year.

At July 31, 2007, the company's balance sheet showed $2,584,000 in
total assets and $2,826,000 in total liabilities, resulting in
$242,000 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2456

                   About ATSI Communications

ATSI Communications, Inc. -- http://www.atsi.net/-- (OTCBB:
ATSX) operates through its two wholly owned subsidiaries,
Digerati Networks, Inc., and Telefamilia Communications, Inc.  
Digerati Networks, Inc., is a premier global VoIP carrier serving
rapidly expanding markets in Asia, Europe, the Middle East, and
Latin America, with an emphasis on Mexico.  Through Digerati's
partnerships with established foreign carriers and network
operators, interconnection and service agreements, and a NexTone
powered VoIP network, ATSI believes it has clear advantages over
its competition.  Telefamilia Communications provides specialized
retail communication services that include VoIP services to the
high-growth Hispanic market in the United States.  ATSI also owns
a minority interest of a subsidiary in Mexico, ATSI
Comunicaciones, S.A. de C.V., which operates under a 30-year
government issued telecommunications license.


AUTO UNDERWRITERS:  Malone & Bailey Raises Going Concern Doubt
---------------------------------------------------------------
Malone & Bailey PC raised substantial doubt about Auto
Underwriters of America, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended June 30, 2007.  The auditing firm stated that Auto
Underwriters has suffered recurring losses from operations and has
a significant working capital deficiency.

The company posted a net loss of $4,507,592 on $11,175,266 of
total revenues for the year ended June 30, 2007, as compared with
a net loss of $6,574,353 on $13,991,565 of total revenue in the
prior year.  The company has an accumulated deficit of $15,905,902
as of June 30, 2007.

The company's total revenues decreased 2,823 for the year ended
June 30, 2007 compared to the corresponding prior year principally
as a result of limited inventory choices of its customers.  It had
insufficient inventory during the period because of capital
constraints.  The company has since secured two inventory floor
plan financings and believes it now has sufficient inventory.

The company's selling, general and administrative expenses
increased by 67 for the year ended June 30, 2007 compared to the
corresponding prior year.  This increase was primarily
attributable to additional administrative staffing in its Texas
operations and increased general operating expenses.  Selling,
general and administrative expenses as a percentage of sales was
40% for the period ended June 30, 2007 compared to 33% for the
same corresponding prior period.

At June 30, 2007, the company's balance sheet showed $12,035,763
in total assets, $14,502,702 in total liabilities, resulting in
$2,466,939 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2459

                            Senior Debt

Auto Underwriters has an $11,000,000 senior debt revolving line of
credit with Oak Rock Financial, LLC, bearing interest at the
greater of prime + 7% or 15.25%.  The LOC is secured by all of
Auto Underwriters' assets and a personal validity guarantee by its
President.  The LOC matures March 31, 2008.

At June 30, 2007, the balance of LOC was $10,047,045 of which Auto
Underwriters had availability of approximately $913,930 under the
facility.


                  About Auto Underwriters

Auto Underwriters of America, Inc., (OTC BB:ADWT.OB)  --
http://www.autounderwriters.com--  engages in purchasing and  
servicing non-prime installment sales contracts originated by
automobile dealers in the sale of new and used automobiles, and
light trucks in the United States.  It also provides financing
programs to automobile dealers through its Web site, which allows
the dealer to input various fields of information into an online
financing application and obtain an automatic credit decision.  In
addition, the company purchases, reconditions, sells, and finances
used vehicles from three dealerships in Houston, Texas that
operate under the name Affordable Cars & Trucks.  Auto
Underwriters of America was incorporated in 1981 and is based in
San Jose, California.


AVADO BRANDS: Auction for Sale of Assets Scheduled on Nov. 14
-------------------------------------------------------------
The Honorable Mary F. Walrath of the United States Bankruptcy
Court for the District of Delaware approved the bidding procedure
governing the sale of all assets of Avado Brands Inc. and its
debtor-affiliates.

As reported in the Troubled Company Reporter on Sept 6, 2007, the
Debtors said that they plan to use the Chapter 11 process to
complete an orderly sale of their assets, via section 363 of the
Bankruptcy Code.

The Court orders that all qualifying bid must be submitted by
Nov. 7, 2007, to David T. Clark at Lane Berry & Co.  Interested
parties who wants to submit a competing offer must accompany that
offer by a cash deposit in an amount equal to the greater of 5% of
the value of the offer.

The Debtors will conduct an auction on Nov. 14, 2007, to determine
the highest and best offer at the law offices of Greenberg Traurig
LLP.

The Court will hold a hearing on Nov. 20, 2007, at 11:30 a.m., to
consider approval of the Debtor's request.

                        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).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVADO BRANDS: Gets Final Approval to Use DDJ DIP Facility
---------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave Avado Brands Inc. and its debtor-
affiliates authority, on a final basis, to access postpetition
financing from DDJ Capital Management LLC offered to the Debtors.

As reported in the Troubled Company Reporter on Oct. 11, 2007, the
Debtors had obtained interim approval to borrow up to $24 million
from the DDJ DIP Facility.

The DIP facility bears a cash interest at 18% per annum, payable
monthly, calculated on an actual 360-day basis.

             DIP Liens Senior to Pre-Petition Liens

The Debtors disclosed that pursuant to a credit agreement dated
May 19, 2005, among the Debtors and their subsidiaries, borrowers,
DDJ Capital, agent and certain lenders, the pre-petition lenders
provided loans to the Debtors.  As of bankruptcy filing, the
Debtors disclose that they owe the pre-petition lenders an amount
not less than $47 million.

As collateral to their pre-petition obligations, the Debtors
granted the pre-petition agent a lien on substantially all of
their assets.  However, the Debtors relate that the pre-petition
agent and lenders have consented that the DIP liens be granted
priority over the pre-petition liens.

The Bank of New York will serve as sub-administrative agent for
DDJ.

                        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).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVADO BRANDS: Has Until November 2 to File Schedules & Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Nov. 2, 2007, Avado Brands and its debtor-affiliates'
deadline to file their schedules of assets and liabilities and
statement of financial affairs.

The Debtors relate that the extension will provide sufficient time
to collect and assemble all of the requisite financial data and
other information needed to prepare all of the schedules and
statements required by the Bankruptcy Rules.  

The Debtors tell the Court that they will complete the filing as
they had begun working on the documents.  

                        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).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVAYA INC: Earns $35 Million in Fourth Quarter Ended Sept. 30
-------------------------------------------------------------
Avaya Inc. reported net income of $35 million for the fourth
fiscal quarter of 2007.  This compares with net income of
$48 million for the fourth fiscal quarter of 2006.  Non-GAAP net
income was $87 million compared with non-GAAP net income for the
fourth fiscal quarter of 2006 of $80 million.

Avaya's fourth fiscal quarter 2007 revenues increased 4.8% to
$1.429 billion compared to $1.364 billion in the same period last
year.  The company shipped a record number of IP lines and over
one million IP lines for the sixth consecutive quarter.  Sales of
products increased 7.8%, including a 9.5% increase in converged
voice applications revenues.  Services revenues increased 5.4% and
rental and managed services revenues declined 10.6%.  U.S.
revenues declined by 1.6%.  The weaker U.S. dollar favorably
impacted international regions, and accounted for a $39 million
year-over-year revenue increase.  EMEA and APAC revenues grew by
10.7% and 15.5%, respectively.  Revenues in the Americas, non-
U.S., grew by 25.3%.

The company's gross margin increased to 47.4% for the fourth
fiscal quarter of 2007 compared to 46.6% for the same period last
year.

Selling, general and administrative expenses were $39 million
higher, and research and development expenses were relatively flat
when compared to the same period last year.

The company reported operating income for the fourth fiscal
quarter of 2007 of $35 million and non-GAAP operating income of
$139 million.  In the fourth fiscal quarter of 2006, the company
reported operating income of $75 million and non-GAAP operating
income of $137 million.  Operating income for the fourth quarter
of fiscal 2007 includes $7 million of business restructuring
charges and $97 million of merger-related costs, of which
$90 million relates to the accelerated vesting of stock options
and restricted stock units in connection with the acquisition of
Avaya by affiliates of Silver Lake Partners and TPG Capital, two
private equity firms.  These amounts have been excluded in
calculating non-GAAP operating income and non-GAAP net income for
the fourth quarter of fiscal 2007.

Avaya's effective tax rate was 32.7% for the fourth quarter of
fiscal 2007.  The provision for income taxes includes $21 million
of favorable tax items which have been excluded in calculating
non-GAAP net income.

Avaya generated $228 million in operating cash flow during the
fourth fiscal quarter of 2007 compared to $191 million in the
fourth fiscal quarter of 2006.  Avaya's cash balance at the end of
the fourth quarter of fiscal 2007 was $1.270 billion, compared
with $899 million as of Sept. 30, 2006.

                     Fiscal Year 2007 Results

Revenues for fiscal 2007 were $5.279 billion compared to
$5.148 billion last year.  The weaker U.S. dollar favorably
impacted international regions, and accounted for the revenue
increase.  The company earned GAAP net income of $218 million for
fiscal 2007, compared to net income of $201 million for fiscal
2006.  Non-GAAP net income was $281 million for fiscal 2007
compared with $241 million for fiscal 2006.  Fiscal 2007 GAAP
operating income was $276 million compared to $263 million for
fiscal 2006.  Non-GAAP operating income for fiscal 2007 was
$417 million compared to $367 million for fiscal 2006.  Operating
cash flow for fiscal 2007 was $637 million compared to
$647 million for fiscal 2006.

            Update on Closing of Acquisition of Avaya

Avaya also confirmed that the acquisition of the company by
affiliates of Silver Lake Partners and TPG Capital is scheduled to
close by the end of October.

                         About Avaya Inc.

Headquartered in Basking Ridge, New Jersey, Avaya Inc. (NYSE: AV)
-- http://www.avaya.com/-- designs, builds and manages  
communications networks for more than one million businesses
worldwide, including more than 90% of the FORTUNE 500(R).  Avaya
is a world leader in secure and reliable Internet Protocol
telephony systems and communications software applications and
services.

Avaya has locations in Malaysia, Argentina and the United
Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on June 7, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Basking Ridge, New Jersey-based Avaya Inc. two notches
to 'B+', and placed the rating on CreditWatch with negative
implications.


BAUSCH & LOMB: Extends Debt Securities Tender Offers to Oct. 26
---------------------------------------------------------------
Bausch & Lomb is extending to 8:00 a.m., New York City time, on
Oct. 26, 2007, the expiration date in regard to its offers to
purchase its outstanding:

    (i) 6.95% Senior Notes due 2007;
   (ii) 5.90% Senior Notes due 2008;
  (iii) 6.56% Medium-Term Notes due 2026;
   (iv) 7.125% Debentures due 2028;
    (v) 2004 Senior Convertible Securities due 2023, and
   (vi) Floating Rate Convertible Senior Notes due 2023;

all pursuant to its cash tender offers and consent solicitations
for the Debt Securities and the Convertible Debt Securities.

On Oct. 4, 2007, the company has received tenders and consents
representing a majority in principal amount of each series of the
Debt Securities and the consent payment deadline has passed and
withdrawal rights have terminated with respect to the Debt
Securities.

All other terms and conditions of the tender offers and consent
solicitations are unchanged.  

The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including closing of the
proposed merger between the company and an affiliate of Warburg
Pincus LLC, which is expected to occur on or about Oct. 26, 2007.

Citigroup Global Markets Inc., Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc.
are acting as dealer managers for the tender offers and consent
solicitations.

Questions regarding the transaction and the procedures for
consenting may be directed to Citigroup Global Markets Inc. by
telephone at (800) 558-3745 (toll-free), Banc of America
Securities LLC by telephone at (888) 292-0070 (toll-free) for the
Debt Securities and (888) 583-8900 x2200 (toll-free) for the
Convertible Debt Securities, Credit Suisse Securities (USA) LLC by
telephone at (212) 325-7596 (collect) or J.P. Morgan Securities
Inc. by telephone at (212) 270-1477 (collect).

Global Bondholder Services is the information agent for the tender
offers and consent solicitations.  Requests for documentation
should be directed to Global Bondholder Services at (866) 540-1500
(toll-free).

                      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. 18, 2007
Moody's Investors Service affirmed these ratings and updated LGD
assessments of Bausch & Lomb's: (i) B2 corporate family rating;
(ii) B2 probability of default rating; (iii) SGL-2 speculative
grade liquidity rating; (iv) B1 rating (to LGD3/36% from LGD3/35%)
on a $500 million senior secured revolver; (v) B1 rating (to
LGD3/36% from LGD3/35%) on a $1,200 million U.S. senior secured
term loan; (vi) B1 rating (to LGD3/36% from LGD3/35%) on a $300
million delayed draw term loan; and (vii) Caa1 rating (to LGD5/89%
from LGD5/86%) on $650 million senior unsecured notes.  The
outlook for these ratings remains stable.


BEAR STEARNS: Moody's Rates Class II-A-3 Notes at Ba2
-----------------------------------------------------
Moody's Investors Service assigned an A2, Baa2, and Ba2 rating to
the Class II-A-1, Class II-A-2, and Class II-A-3 Bear Stearns
Structured Products Inc. NIM Trust 2007-N7 notes, issued by CMO
Holdings III Ltd.

The assets of the issuing entity will consist of a 100% ownership
interest in the Class I-B-IO Certificate from Bear Stearns
Mortgage Funding Trust 2007-AR4, Mortgage Pass-Through
Certificates, Series 2007-AR4.  The cash flows available to repay
the notes are most significantly impacted by the level of
prepayments, as well as the timing and amount of losses on the
underlying mortgage pool.  Moody's applied various combinations of
loss and prepayment scenarios to evaluate the adequacy of cash
flows to fully amortize the rated notes.

The Complete Ratings are:

Issuer: CMO Holdings III Ltd.

Bear Stearns Structured Products Inc. NIM Trust 2007-N7 Notes

    * Cl. II-A-1, Assigned A2
    * Cl. II-A-2, Assigned Baa2
    * Cl. II-A-3, Assigned Ba2


BLAST ENERGY: Judge Bohm Approves Amended Disclosure Statement
--------------------------------------------------------------
The Honorable Jeff Bohm of the United States Bankruptcy Court for
the Southern District of Texas has approved the adequacy of
Blast Energy Services Inc. and Eagle Domestic Drilling Operations
LLC's Disclosure Statement explaining their Amended Joint Chapter
11 Plan of Reorganization dated Oct. 5, 2007.

Judge Bohm found that the Disclosure Statement contains "adequate
information" as required by Section 1125 of the Bankruptcy Code.

                       Treatment of Claims

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

Each holder of Priority Tax Claims, if any, will be paid in equal
annual installments of principal and interest.

Class 1 Allowed Priority Claims, totaling approximately $40,000,
are expected to recover 100% of their allowed claim amounts either
in cash or through a lesser treatment agreed to in writing.

Laurus Master Fund Ltd.'s secured claim will be fully satisfied by

    a) transfer of rigs pursuant to a settlement agreement and a
       related sale order and

    b) payment of $2,100,000  pursuant to a settlement agreement
       and a related sale order.

Berg McAfee Companies LLC's $1,120,000 estimated secured claim
will be fully satisfied by issuance to Berg McAfee of a new three
year note in the amount of $1,120,000 with an annual interest rate
of 8%, with interest payable at the end of the term in Reorganized
Blast Common Stock, and with a principal conversion right
exercisable at Berg McAfee's election.

Other secured claims, will, at the Debtors' option, either:

   a) be paid in cash in full;

   b) receive, without representation or warranty, the collateral
      securing its claim; or

   c) receive a note, secured by a lien securing its allowed
      secured claim.

Holders of Convenience Claims against both Debtors will receive,
in full and final satisfaction of their claim, cash on the
distribution date equal to 75% of the allowed claim amounts.

Unsecured Claims against both Debtors are entitled to cash
payments equal to:

   (a) 35% of the allowed claim amount; and

   (b) 65% of the allowed unsecured claim in the form of a junior
       secured note.

Second Bridge LLC's 900,000 shares of Blast common stock will, on
the effective date, be purchased by Reorganized Blast for $900.

Each holder of Allowed Unsecured Directors' Claim will be
converted to Blast common stock at the rate of $ 0.20 per share.   
This class of claims in the Plan was created at the request of the
Official Committee of Unsecured Creditors and informally has been
consented to by each member of the Debtors' Board of Directors.

All interests in the Debtors will be retained by the holders in
the current form.

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

   http://www.researcharchives.com/bin/download?id=071017232413

                   About Blast Energy Services

Headquartered in Houston, Blast Energy Services and its debtor-
affiliate Eagle Domestic Drilling Operations LLC --
http://www.blastenergyservices.com/-- owns and contracts land  
drilling rigs to third parties.  The Debtor also provides services
relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband access
for Internet, data, email, applications, VoIP and video streaming
as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed for Chapter 11 protection on Jan. 19, 2007
(Bankr. S.D. Tex. Case No. 07-30424 and 07-30426).  H. Rey
Stroube, III, Esq., represent the Debtors.  The Official Committee
of Unsecured Creditors is represented by Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP.  When the Debtor filed for
protection from its creditors, it listed total assets of
$63,500,851 and total debts of $51,019,486.


BLAST ENERGY: Plan Confirmation Hearing Slated for November 14
--------------------------------------------------------------
The Honorable Jeff Bohm of the United States Bankruptcy Court for
the Southern District of Texas will convene a hearing on Nov. 14,
2007, at 9:00 a.m., in Courtroom 600, to consider confirmation of
Blast Energy Services Inc. and Eagle Domestic Drilling Operations
LLC's Amended Chapter 11 Plan of Reorganization dated Oct. 5,
2007.

Objections to the confirmation of the Plan, if any, are due on
Nov. 7.

                   About Blast Energy Services

Headquartered in Houston, Blast Energy Services and its debtor-
affiliate Eagle Domestic Drilling Operations LLC --
http://www.blastenergyservices.com/-- owns and contracts land  
drilling rigs to third parties.  The Debtor also provides services
relating to drilling rig operations.

Blast Energy owns and develops abrasive jetting intellectual
property, technology and equipment providing downhole production
enhancement and drilling solutions, and satellite broadband access
for Internet, data, email, applications, VoIP and video streaming
as energy industry management tools providing real-time
supervisory control and data acquisition.

The company filed for Chapter 11 protection on Jan. 19, 2007
(Bankr. S.D. Tex. Case No. 07-30424 and 07-30426).  H. Rey
Stroube, III, Esq., represent the Debtors.  The Official Committee
of Unsecured Creditors is represented by Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP.  When the Debtor filed for
protection from its creditors, it listed total assets of
$63,500,851 and total debts of $51,019,486.


BRIGGS & STRATTON: Posts $20.5 Million Net Loss in 1st Fiscal Qtr.
------------------------------------------------------------------
Briggs & Stratton Corporation disclosed results of its operations
for its first quarter ended September 2007.

The company reported a net loss of $20.5 million on consolidated
net sales of $366.7 million for the first fiscal quarter ended
September 2007.

Consolidated net sales increased $28.4 million or 8% from the
prior year while the net loss increased $4.0 million from the same
period a year ago.  The $28.4 million consolidated net sales
increase was the result of increased engine unit volume to
external original equipment manufacturers and stronger shipments
of lawn and garden equipment to independent dealers.  

The increase in the net loss of $4.0 million is primarily the
result of expenses associated with the shutdown of the company's
Rolla, Missouri engine manufacturing plant and expenses associated
with the opening of the company's new lawn equipment plant in
Newbern, Tennessee.

                Revolving Credit Facility Extended

On July 12, 2007, the company entered into a $500 million amended
and restated multicurrency credit agreement.  The Amended Credit
Agreement provides a revolving credit facility for up to
$500 million in revolving loans, including up to $25 million in
swing-line loans.  The company used the proceeds of the Revolver
to, among other things, pay off amounts outstanding under the
company's Term Loan Agreement dated Feb. 11, 2005, with various
financial institutions and retire the Senior Notes that were due
in September 2007.  The Revolver has a term of five years and all
outstanding borrowings on the Revolver will be due and payable on
July 12, 2012.

                          Balance Sheet

At the end of the first quarter ended September 2007, the
company's consolidated balance sheet showed $1.89 billion in total
assets, $1.07 billion in total liabilities, and $816.2 million in
total shareholders' equity.

                     About Briggs & Stratton

Headquartered in Wauwatosa, Wisconsin, Briggs & Stratton Corp.
(NYSE: BGG) -- http://briggsandstratton.com/ -- produces air-
cooled gasoline engines for outdoor power equipment.  The
company's engines are incorporated into products as diverse as
lawnmowers, generators, pressure washers, pumps and welders, as
well as many industrial/commercial applications. These engines are
primarily aluminum alloy gasoline engines ranging from 3 to 31
horsepower.

Additionally, through its wholly owned subsidiary, Briggs &
Stratton Power Products Group LLC, Briggs & Stratton designs,
manufactures and markets generators, pressure washers, snow
throwers, lawn and garden powered equipment and related
accessories worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on
Briggs & Stratton Corp. to negative from stable.  At the same
time, Standard & Poor's affirmed all existing ratings on the
company, including the 'BB+' corporate credit rating.


BUILDING MATERIALS: S&P Puts 'BB' Rating Under Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on San
Francisco-based Building Materials Holding Corp., including the
'BB' corporate credit rating, on CreditWatch with negative
implications.
     
The CreditWatch placement follows a change-of-management
initiative by Chapman Capital LLC, BMHC's largest shareholder.  
Chapman Capital announced that it is seeking the replacement of
BMHC's chairman and CEO, Robert Mellor, by Stanley Wilson,
president of BMHC subsidiary BMC West Corp.
     
"This change could lead to unexpected changes in business
strategies that neither support credit quality nor stay within our
expectations at the current ratings," said Standard & Poor's
credit analyst Andy Sookram.
     
The CreditWatch listing also reflects the ongoing weakness in the
U.S. housing industry and Standard & Poor's expectation that this
downturn will last longer than previously expected.
     
S&P will continue to monitor the ultimate outcome of the
shareholder action.  S&P will discuss with management its near-
term strategic initiatives and the potential effect of the
increasing external pressure by Chapman Capital.  S&P will also
discuss with management its business and financial outlook,
considering the continued downturn in the housing market.  After
S&P complete its analysis, S&P could downgrade the company by more
than one notch.


CALLIDUS DEBT: Moody's Rates $13 Million Class D Notes at Ba2
-------------------------------------------------------------
Moody's Investors Service has assigned these ratings to notes
issued by Callidus Debt Partners CLO Fund VI, Ltd.:

    (1) Aaa to the $25,000,000 Class A-1D Delayed Draw Senior
        Secured Floating Rate Notes Due 2021;

    (2) Aaa to the $279,000,000 Class A-1T Senior Secured Floating
        Rate Notes Due 2021;

    (3) Aa2 to the $23,000,000 Class A-2 Senior Secured Floating
        Rate Notes Due 2021;

    (4) A2 to the $17,500,000 Class B Senior Secured Deferrable
        Floating Rate Notes Due 2021;

    (5) Baa2 to the $20,500,000 Class C Senior Secured Deferrable
        Floating Rate Notes Due 2021; and

    (6) Ba2 to the $13,000,000 Class D Senior Secured Deferrable
        Floating Rate Notes Due 2021.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
and high yield bonds due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Callidus Capital Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CAPITAL ONE: Posts $81.6 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Capital One Financial Corporation disclosed a net loss of
$81.6 million for the third quarter of 2007.  This compares to net
income of $587.8 million for the third quarter of 2006 and income
from continuing operations of $767.6 million for the second
quarter of 2007.

"Capital One remains focused on driving revenue growth, reducing
costs, and effectively deploying capital to generate strong
returns for our investors," said Richard D. Fairbank, Capital
One's chairman and chief executive officer.  "Our businesses are
generating robust revenue margins, even as we continue to take a
cautious approach to underwriting and managing credit risk in the
current environment."

Highlights of the quarter:

  -- announced the shutdown of GreenPoint Mortgage, which is
     largely complete.  When the company announced the shutdown,
     it estimated total after-tax charges to be $860 million,
     whereas the total impact in the third quarter of 2007 was
     approximately $883 million due primarily to increased
     valuation adjustments.  The company expects to incur
     approximately $23 million of additional after-tax charges
     associated with GreenPoint Mortgage in the fourth quarter of
     2007 and into early 2008.

  -- executed $477.5 million of open market share repurchases in
     the quarter, and completed the $1.5 billion Accelerated Share
     Repurchase program that was launched in April.  The company
     expects to complete the $3.0 billion share repurchase program
     in the fourth quarter with additional repurchases of
     $772.5 million.

  -- successfully executed $3.8 billion in funding transactions
     despite difficult capital market conditions.

"Earnings from continuing operations in the third quarter grew
6.4% over the second quarter of 2007 driven by increased revenues
which more than offset increased credit costs in the quarter,"
said Gary L. Perlin, Capital One's chief financial officer.  "We
also realized significant operating leverage.  Continued cost
discipline and capital management will be two key drivers of
future shareholder returns."

                      Total Company Results

Total deposits at the end of the third quarter of $83.3 billion
were down $2.3 billion from the second quarter of 2007 primarily
as a result of the intended run-off of high cost brokered and
public deposits.

Managed loans held for investment from continuing operations
increased from the previous quarter by $1.3 billion driven largely
by the growth in Global Financial Services.

Total managed revenue is up 8.0% relative to the second quarter of
2007 driven largely by revenue margin expansion in our U.S. Card
sub-segment.  The company expects 2008 revenue growth to be in-
line or slightly higher than asset growth.

Provision expense was up quarter over quarter and year over year,
in anticipation of higher charge-offs over the next twelve months,
primarily in U.S. Card and Auto Finance.  The provision increase
related to continuing operations of $124.2 million is net of a
$91.4 million release in allowance associated with the integration
of bank allowance methodologies.  Without this methodology change,
the allowance would have increased $215.6 million due primarily to
a build in the National Lending segment.

Operating expenses declined $35.2 million relative to the second
quarter of 2007 driven by continued efficiency gains across the
businesses.  Looking forward, the company expects its operating
efficiency ratio to be in the mid-forty percent range for the full
year 2008.

                          Balance Sheet

At Sept. 30, 2007, Capital One Financial Corp.'s consolidated
balance sheet showed $147.15 billion in total assets,
$122.37 billion in total liabilities, and $24.78 billion in total
shareholders' equity.

                        About Capital One

Headquartered in McLean, Virginia, Capital One Financial
Corporation (NYSE: COF) -- http://www.capitalone.com/-- is a  
financial holding company, with 732 locations in New York, New
Jersey, Connecticut, Texas and Louisiana.  Its principal
subsidiaries, Capital One Bank, Capital One Auto Finance Inc., and
Capital One N.A., offer a broad spectrum of financial products and
services to consumers, small businesses and commercial clients.
Capital One's subsidiaries collectively had $83.3 billion in
deposits and $146.4 billion in managed loans outstanding as of
Sept. 30, 2007.

                          *     *     *

Capital One Financial Corp. and principal subsidiary Capital One
Bank both carry Fitch's 'B' Individual Ratings, which were placed
on March 20, 2007.  Capital One Bank also carries Moody's Bank
Financial Strength rating of 'C+', which was placed on March 2,
2007.


CBA COMMERCIAL: S&P Lowers Ratings on Three Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage pass-through certificates from CBA
Commercial Assets' series 2006-1.  Concurrently, S&P affirmed its
ratings on six other classes from the same transaction.
     
The lowered ratings reflect the unfavorable performance of the
collateral and the expected erosion of credit support upon the
resolution of the assets with the special servicer.  Furthermore,
the downgrade of class M-7 to 'CCC-' reflects its expectation that
it will sustain a principal loss when one or more of the specially
serviced assets are resolved.  S&P will lower the rating to 'D'
when this occurs.
     
The affirmations reflect credit enhancement that provides adequate
support through various stress scenarios.
     
As of the Sept. 25, 2007, remittance report, 16 assets were with
the special servicer, Litton Loan Servicing L.P.  The assets are
categorized as follows: two are 30 days delinquent (1.08%); one is
60 days delinquent (0.11%); four are 90-plus-days delinquent
(2.00%); eight are categorized as foreclosures (4.28%); and one is
listed as real estate owned (REO; 0.06%).
     
As of the Sept. 25, 2007, remittance report, the collateral pool
consisted of 263 loans with an aggregate principal balance of
$144.4 million, compared with 316 loans with a balance of $166.8
million at issuance.
     
The top 10 loans account for 16.2% of the collateral pool.  The
pool exhibits geographic concentration in California (18.7%) and
Louisiana (10.1%).  Property concentrations exist in multifamily
(35.1%), office (23.4%), retail (19.7%), and mixed-use (15.6%).  
By balance, 23.4% of the loans were originated
by New Century Financial.  S&P downgraded New Century to 'D' on
March 12, 2007.
     
Standard & Poor's stressed loans with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
lowered and affirmed ratings.

                        Ratings Lowered
   
                     CBA Commercial Assets
         Commercial mortgage pass-through certificates
                         series 2006-1

                    Rating
                    ------
          Class   To      From     Credit enhancement
          -----   --      ----      ----------------
          M-5     BB+     BBB-           4.28
          M-6     B       BB             1.68
          M-7     CCC-    B              0.67
    
                       Ratings Affirmed
    
                    CBA Commercial Assets
         Commercial mortgage pass-through certificates
                        series 2006-1

              Class   Rating   Credit enhancement
              -----   ------    ----------------
              A       AAA            17.42
              M-1     AA+            14.24
              M-2     AA-            11.07
              M-3     A-              7.60
              M-4     BBB             5.58
              X-1     AAA              N/A
   
                    N/A - Not applicable.


CHRYSLER LLC: Four Union Locals Reject UAW-Chrysler Labor Pact
--------------------------------------------------------------
Four large union locals, representing a majority vote of
Chrysler's 45,000 union members, rejected the United Auto Workers
union's pact with Chrysler LLC over the weekend, according to
various reports.  Locals from Delaware, Missouri and Ohio turned
down the pact on Saturday while a Detroit local with 2,200 UAW
members, vetoed it on Sunday.

The UAW-Chrysler pact failed to be ratified by 54% of the members
of the UAW Local 1183, in Newark, Delaware.

About 79% production workers and 66% skilled trade workers of the
2,900-member Local 110 in Fenton, Missouri, turned down the pact.

Union locals who vetoed the deal include the Detroit Axle plant,
the St. Louis North pick up plant and a stamping plant in
Twinsburg, Ohio.

On the other hand, UAW Local 868 in Georgia, which represents just
94 members, accepted the labor contract.

Approximately 78% members of Local 72, a union local with 800
workers in Kenosha, Wisconsin, voted yes, while 22% were against
the deal.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Bill Parker, Chair of the 2007 UAW Chrysler National Negotiating
Committee, who voted against the new tentative labor agreement
between Chrysler LLC and the United Auto Workers union, released a
minority report to the members of the UAW Chrysler Council, urging
the Council to reject Chrysler's offer and let the Committee
return to the bargaining table.

As previously reported, the UAW Chrysler Council, which includes
local union leaders from Chrysler LLC facilities throughout the
U.S., voted overwhelmingly to recommend ratification of the
tentative agreement reached on Oct. 10, 2007.

Mr. Parker, however, disclosed that the National Negotiating
Committee had a split vote on the contract.

                       About Chrysler LLC

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

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

                           *    *    *

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

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-' rating
to the $5 billion "first-out" first-lien term loan tranche.  This
rating, two notches above the corporate credit rating of 'B' on
Chrysler LLC, and the '1' recovery rating indicate S&P's
expectation for very high recovery in the event of payment
default.  S&P also assigned a 'B' rating to the
$5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

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


CITRUS VALLEY: Moody's Affirms Ba1 Rating
-----------------------------------------
Moody's Investors Service has affirmed Citrus Valley Health
Partners' Ba1 underlying rating affecting $85 million of
outstanding Series 1998 Certificates of Participation issued
through the California Statewide Communities Development
Authority.  The outlook remains stable.  The Series 1998 COPs are
insured by MBIA and carry the insurer's claims paying rating of
Aaa.

LEGAL SECURITY: The outstanding bonds are secured by a pledge of
gross revenues of the obligated group which includes Citrus Valley
Health Partners (the parent corporation), Citrus Valley Medical
Center, and Foothill Presbyterian Hospital.  The obligated group
makes up the majority of the system's revenues and assets.

INTEREST RATE DERIVATIVES: None

STRENGTHS

  * Localized system consisting of three hospitals with contiguous
    service areas in the East San Gabriel Valley garnering a
    strong and stable 36% market share; remaining market share
    spread among numerous organizations with none larger than 6%

  * Seven months into fourth year of positive operating
    performance (though with a 1.1% operating margin in fiscal
    year 2006, margins remain thin)

  * Slow but steady strengthening of cash balances, with cash on
    hand through seven months of fiscal year (FY) 2007 (ending
    July 31) of 90 days, up from 46 days in FY 2003

  * Despite softening cashflows, debt maintenance measures remain
    adequate due in part to light overall leverage, with a solid
    maximum annual debt service (MADS) coverage of 3.7 times in FY
    2006 (down from 4.2 times in FY 2005), and a favorable debt to
    cash flow measure of 4.2 times (weakening from 3.6 times in FY
    2005)

CHALLENGES

  * High average age of plant of 18.6 years due to many years of
    deferred maintenance; very significant capital expenditures
    will be needed to make system seismic compliant

  * Difficult operating environment given state's unfunded
    mandates and hospital's high Medi-Cal exposure

  * Fifth consecutive year of declining outpatient surgery volumes

  * Sharp increase in labor expense in FY 2006 due to unionization
    of nurses at CVMC; continued labor cost escalation likely to
    place further pressure on earnings

RECENT RESULTS/DEVELOPMENTS

The rating update follows a review of CVHP's audited financial
statements for FY 2006 ending December 31, and unaudited,
management prepared financial statements for seven months FY 2007
ending July 31.

CVHP enjoys a relatively stable and strong market position as the
dominant healthcare provider in eastern San Gabriel valley,
achieving a market leading 36% market share, with the remaining
share splintered among numerous and more distant organizations
primarily serving other communities.  CVHP consists of Foothill
Presbyterian Hospital located in Glendora and operating 105 beds,
and Citrus Valley Medical Center, which in turn is made up of two
hospitals: Queen of the Valley located in West Covina and
operating 302 beds; and Inter-Community located in Covina and
operating 167 beds.  These three contiguous locations within a
densely populated metropolitan region provide CVHP with brand
strength and regional presence, while still achieving revenue
diversification and smoother volume fluctuations, as demonstrated
by the stable volumes system wide (though more widely fluctuating
on the hospital level) over the last several years.

In fiscal year 2006, CVHP achieved a third year of positive
operating margins, but overall experienced declining performance,
with operating income dropping from $8.7 million in FY 2005 to
$3.7 in FY 2006 (2.7% and 1.1% operating margins, respectively),
and operating cash flow declining from $24.5 million to $20.3
million (7.6% and 6.0%, respectively).  A primary driver of this
was a steep 9% increase in labor costs resulting in large part
from the unionization of nurses at CVMC.  While increasing
salaries to more competitive levels has had the salutary
consequence of lowering both nursing vacancy and turnover rates
significantly, Moody's notes concern over management's ability to
match expense increases with revenue increases going forward given
CVHP's high exposure to Medi-Cal and Medicare (23% and 42% of
gross revenues, respectively).  Other operating challenges
contributing to CVHP's slim margins include capacity constraints
within certain service lines, continued restrictions on the
transfer of patients to LA County USC Medical Center, and the
continued decrease in the number of outpatient surgeries
performed.  Nevertheless, FY 2006 results were better than budget,
which we believe is a testament to management's ability to
effectively confront on-going operating challenges, and to
continue to optimize both mission and cost.

Despite the decrease in cashflow in FY 2006, debt measures remain
solid, with MADS coverage in FY 2006 of 3.7 times (based on
normalized investment returns at 6%) and debt to cash flow of 4.1
times.  Moody's notes that the strength of these measures are in
no small part due to CVHP's relatively light debt load, and
accumulated deferred maintenance budget.  Efforts to address these
capital needs will likely place material stress on these measures.  
Nevertheless, liquidity has continued to grow, reaching a much
improve cash on hand level of 84 days at FYE 2006, compared with
46 days at FYE 2003.

Moody's believes CVHP's greatest challenge is indeed its future
capital needs.  Due to having postponed maintenance earlier this
decade when CVHP was producing significant operating losses,
current average age of plant is a very high 18.6 years.
Furthermore, CVHP will need very significant capital investment to
make all if its facilities seismic compliant; a tremendous
undertaking that currently is beyond CVHP's available resources.  
Nevertheless, CVHP has begun again to invest in its capital plant.  
The system is nearing completion of an emergency room replacement
project for the Foothill Campus that will address much of the
seismic requirements for that campus.  The total cost of the
project will likely be approximately $15 million, well in excess
of the $11 million originally estimated, $13 million of which has
been fundraised.  An additional $3 million project is likely to be
launched early next year that would create 22 additional acute
care beds at Queens medical center.  Moody's feels these projects
will help contribute to CVHP's sustainability, and demonstrate
management's continued commitment to its service area.
Outlook

Despite CVHP's positive forward momentum, the outlook is stable
and reflects the organization's numerous challenges, including its
competitive operating environment, thin profit margins, and
limited financial reserves.  Moody's believes CVHP will be
challenged to address its very large future capital needs.

What could change the rating - Up

Improvement in performance and significant growth of liquidity;
identification of resources to address capital needs

What could change the rating - Down

Reversal of current trends with a deterioration of financial
performance or liquidity position; loss in market share due to
increased competitive pressures; material increase in debt without
commensurate growth in cash flow

KEY INDICATORS

Assumptions & Adjustments:

  - Based on financial statements for Citrus Valley Health
    Partners, Inc. and Affiliates

  - First number reflects audit year ended December 31, 2005

  - Second number reflects audit year ended December 31, 2006

  - FY 2005 operating results adjusted to exclude $2.5 million of
    worker's compensation adjustment applicable to FY 2004

  - Investment returns smoothed at 6%

* Inpatient admissions: 32,001; 32,009

* Total operating revenues: $321.2 million; $339.4 million

* Moody's-adjusted net revenue available for debt service:
  $28.5 million; $24.8 million

* Total debt outstanding: $88.5 million; $85.4 million

* Maximum annual debt service (MADS): $6.7 million; $6.7 million

* MADS Coverage with reported investment income: 4.1 times; 3.7
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 4.2 times; 3.7 times

* Debt-to-cash flow: 3.6 times; 4.1 times

* Days cash on hand: 79 days; 84 days

* Cash-to-debt: 74%; 87%

* Operating margin: 2.7%; 1.1%

* Operating cash flow margin: 7.6%; 6.0%

RATED DEBT (debt outstanding as of 12/31/2007)

    - Series 1998 Fixed Rate Certificate of Participation
      ($59.78 million outstanding) - rated Aaa, insured by MBIA

    - Series 1998 Variable Rate Certificate of Participation
      ($25.0 million outstanding) - rated Aaa, insured by MBIA


COGNIGEN NETWORKS:  Ehrhardt Keefe Raises Going Concern Doubt
-------------------------------------------------------------
Ehrhardt Keefe Steiner & Hottman PC said that Cognigen Networks,
Inc., has experienced circumstances, which raise substantial doubt
about its ability to continue as a going concern after it audited
the company's financial statements for the year ended June 30,
2007.

The company posted a net loss of $680,228 on $5,619,892 of revenue
for the year ended June 30, 2007, as compared with a net loss of
$1,308,483 on $6,245,275 of revenue in the prior year.

At June 30, 2007, the company's balance sheet showed $1,015,490          
in total assets, $2,316,869 in total liabilities, resulting in
$1,301,379 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2458

                      About Cognigen Networks

Cognigen Networks, Inc.,  (OTC BB:CGNW.OB)  --
http://www.cognigen.net-- operates as an Internet and  
relationship enabled marketer. It offers a range of
telecommunication services and related technology products through
its Web site, cognigen.net. The company offers domestic and
international long distance telephone and personal communication
services, as well as sells prepaid calling cards/pins, and paging,
wireless communications, and computers and Internet-based
telecommunications products.  In addition, the company, through
its wholly owned subsidiary, Cognigen Business Systems, Inc.,
provides integrated broadband voice, data, video, and management
communication and control support services to the quick service
retail industry through an integrated suite of services, known as
Retail Technologies CO-Op.  The company sells its own proprietary
products and services through a network of independent agents; and
sells third party or outside vendor products and services as an
agent to customers and subscribers worldwide.  Cognigen Networks
is headquartered in Mountlake Terrace, Washington.


COLLINS CASHWAY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Collins Cashway Lumber, Inc.
        240 Barberry Place
        Loveland, CO 80537
        Tel: (970) 669-0215

Bankruptcy Case No.: 07-21866

Type of Business: The Debtor sells exterior building materials in
                  wholesale and building products and materials in
                  retail.

Chapter 11 Petition Date: October 18, 2007

Court: District of Colorado (Denver)

Debtor's Counsel: Daniel J. Garfield, Esq.
                  Michael J. Pankow, Esq.
                  Brownstein, Hyatt, Farber, Schreck, P.C.
                  410 17th Street, 22nd Floor
                  Denver, CO 80202
                  Tel: (303) 223-1100

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


COLUMBIA AIRCRAFT: Wants to Hire Tonkon Torp as Bankruptcy Counsel
------------------------------------------------------------------
Columbia Aircraft Manufacturing Corporation asks the U.S. Court
for the District of Oregon for permission to employ Tonkon Torp
LLP as its bankruptcy counsel.

Tonkon Torp will:

   a. advise Debtor of its rights, powers, and duties as debtor
      and debtor-in-possession continuing to operate and manage
      its business and properties under Chapter 11 of the
      Bankruptcy Code;

   b. take all actions necessary to protect and preserve
      Debtor's bankruptcy estate, including the prosecution of
      actions on Debtor's behalf, the defense of any action
      commenced against Debtor, negotiations concerning all
      litigation in which Debtor is involved, objections to
      claims filed against Debtor in the bankruptcy case, and
      the compromise or settlement of claims;

   c. advise Debtor concerning, and prepare on behalf of
      Debtor, all necessary applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports
      and other papers, and review all financial and other
      reports required from Debtor as debtor-in-possession inc
      connection with administration of the Chapter 11 case;

   d. advise Debtor with respect to, and assist in the
      negotiation and documentation of, financing agreements,
      debt and cash collateral orders, and related
      transactions;

   e. review the nature and validity of any liens asserted
      against Debtor's property and advise Debtor concerning
      the enforceability of such liens;

   f. advise Debtor regarding (i) its ability to initiate
      actions to collect and recover property for the benefit   
      of its estate; (ii) any potential property dispositions;
      and (iii) executory contract and unexpired lease  
      assumptions, assignments and rejections, and lease
      restructuring and recharacterizations;

   g. negotiate with potential purchasers for the sale of all
      or substantially all of Debtor's assets for the highest
      and best price and seek approval of a sale in     
      accordance with Section 363;

   h. negotiate with creditors concerning a plan of
      reorganization; prepare the plan of reorganization,
      disclosure statement and related documents; take the
      steps necessary to confirm and implement the plan of
      reorganization, including, if needed, negotiations for
      financing the plan; and

   i. provide such other legal advice or services as may be
      required in connection with this Chapter 11 case or the
      general operation and management of Debtor's  business.

The Debtor has agreed to pay Tonkon Torp at these rates:

     Professional             Designation        Hourly Rate
     ------------             -----------        -----------
     Leon Simson, Esq.        Of Counsel            $400
     Albert N. Kennedy, Esq.  Partner               $400
     Timothy J. Conway, Esq.  Partner               $350
     Ava L. Schoen, Esq.      Associate             $225
     Laura Lindberg           Paralegal             $175
     Leslie Hurd              Legal Assistant        $90
     Nancy Kennedy            Legal Assistant        $90

To the best of Debtor's knowledge, Tonkon Torp is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be contacted at:

              Tonkon Torp LLP
              1600 Pioneer Tower
              888 Southwest Fifth Avenue
              Portland, OR 97204
              Tel: 503 221-1440
              Fax: 503 274-8779
              http://www.tonkon.com/

Headquartered in Bend, Oregon, Columbia Aircraft Manufacturing
Corporation -- http://www.flycolumbia.com/-- manufactures a  
variety of all-composite aircraft, including the Columbia 400 and
employs approximately 440 people.

The company filed for Chapter 11 protection on Sept. 24, 2007
(Bankr. D. Ore. Case No. 07-33850).  When the Debtors filed for
protection from their creditors, they listed estimated assets and
liabilities of $1 million to $100 million.  The Debtor's list of
its 20 largest unsecured creditors showed total aggregate claims
of more than $50 million.


CONSUMERS ASSOCIATION: Bankruptcy Likely if Forced to Pay Costs
---------------------------------------------------------------
The Consumers' Association of Canada disclosed in its website on
Oct. 17, 2007, that it is seeking leave to appeal to the Supreme
Court of Canada a decision of the Appeals Court of British
Columbia.

The group alleges that Coca Cola, Pepsi and other beverage
manufacturers have been imposing a private tax on consumers for
the recycling of beverage containers.  The Courts of British
Columbia have held that the Government of British Columbia
approved this private scheme of taxation.  The consumer group is
challenging the constitutionality of this scheme to raise funds
levied by the beverage industry, which at present exceeds
$200,000,000.

The BC Court's decision requires both the Consumers Association of
Canada and its President to pay for the beverage industry's legal
costs associated with the Class Action lawsuit brought by the
Association in 2005.

"This decision, which was fully supported by all the major players
in the beverage industry, will result in the bankruptcy of the
Association if left to stand," said Mr. Bruce Cran, President of
the Consumers Association of Canada.  "Our non-profit, volunteer
run, Association which has been the voice of Canadian Consumers
for 60 years will be silenced" he added.

The Consumers' Association of Canada -- http://www.consumer.ca/--  
is an independent, non-profit volunteer organization, represents
and informs consumers and advocates action on their behalf to
improve the quality of life.


COPPER RIDGE: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Copper Ridge, L.L.C.
        170 West Shirley Avenue, Suite 101
        Warrenton, VA 20186

Bankruptcy Case No.: 07-13033

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

Chapter 11 Petition Date: October 18, 2007

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Jennifer D. Larkin, Esq.
                  Linowes & Blocher, L.L.P.
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, MD 20814
                  Tel: (301) 961-5205

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John T. Hazel, III G.S.T.      Loan                      $324,021
Trust
170 West Shirley Avenue,
Suite 101
Warrenton, VA 20186

Wiltse & Associates, Inc.      Trade Debt                 $35,000
6893 Well House Drive
Warrenton, VA 20187

Fraser Forbes Company          Trade Debt                 $25,000
6862 Elm Street, Suite 820
Mc Lean, VA 22101

Real Trust Management, L.L.C.  Trade Debt                 $20,000

Davis, Barrell, Will,          Trade Debt                  $1,892
Lewellyn & Edward

H.G.S., L.L.C.                 Trade Debt                  $1,865

Angler Development, L.L.C.     Trade Debt                  $1,420

Angler Title, L.L.C.           Trade Debt                     $20


COUNTRYWIDE FINANCIAL: CEO Faces SEC Inquiry on Sale of Shares
--------------------------------------------------------------
The U.S. Securities and Exchange Commission has commenced an
informal investigation on Countrywide Financial Corp.'s chief
executive officer, Angelo R. Mozilo, Gretchen Morgenson of the New
York Times reports.  The SEC wants to look into Mr. Azilo's stock
sales, Ms. Morgenson adds, citing a person briefed on the matter.

Shareholders have been criticizing Mr. Mozilo on the timing of his
sales which allowed him to earn more than $132 million prior to
the dive in the company's stock price.

Ms. Morgenson relates that Mr. Mozilo has been selling shares
through prearranged selling programs since 2004.  However, Mr.
Mozilo put in a new program sometime in October 2006 and increased
the number of shares that could be sold.  When the price reached
$40.50 in December 2006, Mr. Mozilo increased to 465,000 from
350,000 the number of shares to be sold each month.  He then
increased this again to 580,000 in February 2007 when the shares
traded at $45.03, Ms. Morgenson adds.

Company spokesman Rock Simon declined to say anything on the issue
citing that it was a matter of company policy no to comment on
communications with regulators, Ms. Morgenson relates.

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

                     Bankruptcy Speculation

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

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

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

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

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


COUNTRYWIDE FINANCIAL: Pension Plan Wants CEO Mozilo Replaced
-------------------------------------------------------------
The American Federation of State, County and Municipal Employees
wants Countrywide Financial Corp. CEO Angelo R. Mozilo out, the
Associated Press reports.  The union-affiliated pension plan wants
Mr. Mozilo replaced with two independent directors to the board,
the AP adds citing a letter sent by the pension plan to the
company's board of directors.

The pension plan further wants the executive compensation
committee replaced with persons who weren't involved in the
committee's actions, the AP relates.

Countrywide didn't return a call by the Associated Press last
Oct. 20, 2007.

                          About AFSCME

The American Federation of State, County and Municipal Employees
-- http://www.afscme.org/-- is the largest union for workers in  
the public service with 1.4 million members nationwide.  AFSCME
organizes for social and economic justice in the workplace and
through political action and legislative advocacy.  AFSCME
represents a diverse group of service and health care workers in
the public and private sectors including nurses, EMTs, bus
drivers, child care providers, custodians and librarians.

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

                     Bankruptcy Speculation

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

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

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

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

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



COUNTRYWIDE FINANCIAL: CtW Investment Wants Resignation of CEO
--------------------------------------------------------------
CtW Investment Group has asked for the resignation of Countrywide
Financial Corp. CEO Angelo R. Mozilo, James R. Hagerty and Joann
S. Lublin of the Wall Street Journal reports, citing a draft of
CtW's letter to the company's board.

The letter, WSJ relates, cited the U.S. Securities and Exchange
Commission's probe on Mr. Mozilo's selling of shares as well as
the apparent "culture of non-compliance" which has led the company
to litigation and further scrutiny by regulators.  Further, Mr.
Mozilo failed to provide the needed leadership in order for the
company be free of the current mortgage crisis.

According to Ctw legal counsel Brishen Rogers, Esq., WSJ says that
CEO Mozilo has become a distraction.

WSJ discloses that the company didn't give any comments while it
wasn't able to contact Mr. Mozilo for any comments.

                         About CtW Investment

The CtW Investment Group --  http://www.ctwinvestmentgroup.com/--  
works with pension funds sponsored by unions affiliated with
Change to Win, a coalition of unions representing nearly 6 million
members, to enhance long-term shareholder value through active
ownership.  These funds, together with public pension funds in
which CtW union members participate, have about $1.4 trillion in
assets and are substantial long-term shareholders of the 11
homebuilders.

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

                     Bankruptcy Speculation

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

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

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

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

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


CREDIT SUISSE: Moody's Holds Ratings on Three Class Certificates
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of three classes
of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2005-CND2:

    - Class L, $15,464,952, Floating, confirmed at Ba1
    - Class M, $23,000,000, Floating, confirmed at B2
    - Class N, $18,835,048, Floating, confirmed at Caa2

On Sept. 20, 2007 Moody's downgraded Classes H, J, K, L, M and N
and left all Classes on review for further possible downgrade due
to performance issues with The Manhattan House Loan ($450.0
million).  The Manhattan House Loan paid off in full on October 9,
2007 and Moody's is therefore confirming Classes L, M and N.

The pool's remaining loan is the Mizner Court at Broken Sound Loan
($57.3 million).  The loan is secured by a 450-unit apartment
complex located in Boca Raton, Florida.  To date there have been
no condominium sales and due to a significant deterioration in the
condominium market in south Florida the borrower is operating the
complex as a rental property.  The loan matures on Nov. 9, 2007
and the borrower does not qualify for its 12-month extension
option.


DELPHI CORP: Disclosure Statement Hearing Deferred to November 8
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
rescheduled to Nov. 8, 2007, the hearing to consider the adequacy
of the disclosure statement explaining Delphi Corp.'s plan of
reorganization.

The hearing commenced Oct. 3, 2007, and was initially slated to
continue Oct. 25, 2007.

Delphi sought adjournment of the Adequacy Hearing to permit the
company to continue negotiating potential plan amendments with key
stakeholders, make appropriate amendments to both its settlement
with General Motors Corp. and the Equity Purchase Commitment
Agreement, and continue discussions with potential exit lenders.

Delphi will file a notice of changed pages to the Disclosure
Statement on Oct. 29, 2007, including information regarding
proposed amendments to the Disclosure Statement, the Plan, the GM
settlement and the EPCA.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that Plan.  
(Delphi Bankruptcy News, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Earns $220 Million in Quarter Ended September 30
-----------------------------------------------------------
Delta Air Lines Inc. reported results for the quarter ended
Sept. 30, 2007.  
        
Net income for the September 2007 quarter was $220 million.   
Delta's pre-tax income of $363 million reflects a more than $430
million improvement over the pre-tax loss of $69 million excluding
reorganization items in the third quarter of 2006.  Strong revenue
improvements and continued cost benefits from restructuring
produced the more than 5 point improvement in Delta's operating
margin to 8.7% in the September 2007 quarter compared to the
September 2006 quarter.
        
"I want to thank my Delta colleagues for their efforts in
delivering strong improvements to our financial and operational
performance," said Richard Anderson, Delta's chief executive
officer.  "As these results demonstrate, Delta has emerged as a
leader in the airline industry and we intend to maintain that
position. We have significant opportunities in front of us as our
financial improvements, combined with the power of our people,
route network and balance sheet, give us tremendous
flexibility and strength as the industry continues to evolve."
        
                Network and Revenue Improvements
        
The momentum of network and revenue management initiatives
produced quarterly operating revenue of $5.2 billion for the
September quarter, the highest in Delta's history.  During this
period, 35% of Delta's capacity operated in international markets,
up from 24% in September 2005.  During the same period, the
percentage of Delta's capacity operating in domestic markets
declined to 65% from 76%.
        
Delta improved consolidated passenger unit revenue to 11.33 cents
in the September 2007 quarter, an increase of 6% compared to the
same period last year.
        
                    Strengthened Balance Sheet
        
As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.
        
As of Sept. 30, 2007, Delta had $3.0 billion in cash, cash
equivalents and short-term investments, of which $2.4 billion was
unrestricted.  Delta also has an additional $1 billion available
under its undrawn revolving credit facility.  Delta expects to end
2007 with $2.9 billion in unrestricted cash and short-term
investments plus its fully available $1 billion revolver.
        
                     Emergence-related Items
        
For the September 2007 quarter, offsetting emergence-related items
resulted in no change to pre-tax income.  These items were the
adoption of fresh start reporting, which increased pre-tax income
by $50 million, combined with share-based compensation expense for
emergence equity awards, which decreased pre-tax income by $50
million.  In total, emergence related items increased consolidated
PRASM by 0.16 cents and increased mainline non-fuel CASM by 0.21
cents.
        
                      About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official Committee
of Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.  (Delta Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


EDS CORP: Paying $0.05 per Share Dividend on December 10
--------------------------------------------------------
The EDS Corp.'s board of directors declared a dividend on the
common stock of EDS of $0.05 per share, payable Dec. 10, 2007, to
shareholders of record as of the close of business Nov. 15, 2007.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company  
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


FAIRCHILD SEMICONDUCTOR: Earns $20.3 Mil. in Qtr. Ended Sept. 30
----------------------------------------------------------------
Fairchild Semiconductor disclosed results for the third quarter
ended Sept. 30, 2007.  

Fairchild reported third quarter net income of $20.3 million  
compared to net income of $3.4 million in the prior quarter and
net income of $25.1 million in the third quarter of 2006.  
Included in these results is a net $7.8 million charge related to
potential litigation outcomes and $2.4 million related to
restructuring actions to streamline the company's cost structure.
Gross margin was 30.3%, 230 basis points higher sequentially and
40 basis points lower than in the third quarter of 2006.

Fairchild reported third quarter sales of $426.8 million, up 4%
from the prior quarter and 2% higher than the third quarter of
2006.

Fairchild reported third quarter adjusted net income of
$34.1 million, compared to adjusted net income of $17.7 million  
in the prior quarter and adjusted net income of $30.6 million in
the third quarter of 2006.  Adjusted net income excludes
amortization of acquisition-related intangibles, purchase
accounting charges and in-process R&D related to the acquisition
of System General, restructuring and impairments, charges for
potential litigation outcomes, net loss on the sale of the RF
product line and net gain on the sale of the LED product line,
associated net tax benefits of these items and other acquisition-
related intangibles, and certain discrete tax benefits and
charges.

"We achieved sales at the high end of our third quarter guidance
range on the strength of robust computing and handset demand as
well as strong turns orders," said Mark Thompson, Fairchild's
president and chief executive officer.  "We delivered excellent
earnings leverage on these increased sales through better gross
margin and great operating expense controls.  The Analog Product
Group increased sales 9% sequentially due primarily to strong
demand for analog switches and voltage regulators.  We delivered
these results even as we further improved internal and
distribution channel inventory turns.

                 End Markets and Channel Activity

"We recorded excellent sales growth for our products that service
the computing and handset markets while the other end markets were
generally inline with seasonal expectations," said Thompson.
"Order rates are quite healthy as we enter the fourth quarter
providing us with an excellent starting backlog position.
Distributor sell-through was up about 8% sequentially in the third
quarter, setting a new record for the company, while our sales
into the channel tracked below this level.  Sales to our OEM
customers were up more than 15% sequentially and we expect this
channel to lead the company in growth again in the fourth quarter.

                    Utilization and Lead Times

"We reduced lead times in the quarter through enhancements to our
order management system and effective inventory control," stated
Thompson.  "We improved our average lead times to 9 - 10 weeks in
the third quarter and we believe we can maintain this level even
as we increase sales and factory loadings again in the fourth
quarter.

                     Third Quarter Financials

"We posted solid sales and margin gains in the third quarter while
continuing our disciplined inventory management," said Mark Frey,
Fairchild's executive vice president and chief financial officer.
"We improved adjusted gross margin 190 basis points sequentially
as we benefited from higher factory loadings, richer product mix
and lower bonus accrual.  We expect these factors to continue to
drive gross margin expansion in the fourth quarter as well.
Internal inventories were down slightly in the third quarter to
about 74 days.  Our distributors posted strong sell-through which
drove a one week reduction in channel inventory to a record low as
measured by days of sales.  We reduced R&D and SG&A expenses again
in the third quarter due to tight spending controls and lower
bonus accrual.  Net interest and other expenses were slightly
better than forecast at $5.0 million.

"Cash and marketable securities increased $3.2 million to
$451.0 million in the third quarter which reflected cash flow from
operations of $58.3 million and capital spending of
$48.4 million," stated Frey.

                     Fourth Quarter Guidance

"We expect fourth quarter revenues to be up 1% to 3% and gross
margin to be approximately 50 to 150 basis points higher
sequentially," said Frey.  "At the start of the fourth quarter, we
had about 90% of this sales guidance booked and scheduled to ship.
We expect R&D and SG&A spending to be approximately $86.0 - $88.0
million in the fourth quarter as we continue to exercise strict
controls over spending.  Net interest and other expenses are
expected to be $5.0-$5.5 million for the fourth quarter.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.12 billion in total assets, $930.3 million in total
liabilities, $2.9 million in temporary equity - deferred stock
units, and $1.19 billion in total shareholders' equity.

                  About Fairchild Semiconductor

Headquartered in South Portland, Maine, Fairchild Semiconductor
(NYSE: FCS) -- http://www.fairchildsemi.com/--  provides leading-
edge silicon and packaging technologies, manufacturing strength
and system expertise.  Fairchild is an application-driven,
solution-based semiconductor supplier providing online design
tools and design centers worldwide as part of its comprehensive
Global Power Resource.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Standard & Poor's Ratings Services revised its outlook on
Fairchild Semiconductor International Inc. to positive from stable
and affirmed the 'BB-' corporate credit rating on the company.  
The action recognizes Fairchild's reduced earnings volatility
through the business cycle and expectations that its acquisition
practices will be more moderate going forward.


GENERAL MOTORS: Global Third Quarter Sales Increase by 4%
---------------------------------------------------------
General Motors Corp. sold a record 2.38 million cars and trucks
around the world in the third quarter of 2007, a 4% increase
compared with last year, according to preliminary sales figures.  
GM also reported record sales outside the United States, marking
the 21st consecutive quarter of year-over-year sales increases
outside the U.S.

"GM's record third quarter sales were driven by exceptionally
strong demand in emerging markets and our improving
competitiveness in developed markets.  GM global sales of 7.06
million vehicles for the first nine months of the year reflects
solid results and more than 2 percent growth.  We're on track to
have our second-best annual sales performance in our almost 100-
year history," John Middlebrook, GM vice president, Global Sales,
Service and Marketing Operations, said.  "In the third quarter we
experienced record sales around the globe including a 22% increase
in Latin America, Africa and the Middle East -- an all-time
quarterly record for that region -- and 16% growth in the Asia-
Pacific region.  We're also pleased to post a sales gain of 15% in
Europe where we sold more than 523,600 vehicles and set a Q3
record."

GM posted record third quarter sales in Europe with deliveries of
523,600 vehicles, up 15%.  GM had the highest quarterly volume
increase of the top-ten manufacturers in Europe. Growth in Russia
led the increase with a record 65,700 vehicles sold, up 75%. GM's
growth in Russia is also supported by the start of Opel Antara
production in St. Petersburg.  GM is on track to sell more than
200,000 vehicles in Russia this year.  Chevrolet achieved record
European sales of 113,000 vehicles, up 28%.

Opel/Vauxhall grew volume more than 12 percent in Europe. Cadillac
sales were up 61% and HUMMER sales were up 28% in the region.  For
the first nine months of the year, GM Europe regional sales are up
more than 8% to 1.65 million vehicles.

In North America, planned reductions in daily rental sales and
softness in the U.S. market due to increasing fuel prices and
concerns about housing, resulted in sales of 1.20 million
vehicles, a decline of 6% compared with last year.  Despite a
competitive U.S. market for full-size pickups, GM continued to
show pickup truck segment leadership in the quarter thanks to the
North America Truck of the Year Chevrolet Silverado and all-new
GMC Sierra.  GM's mid-car and mid-utility crossover segments also
saw retail sales gains on the strength of mid-cars Saturn Aura,
Pontiac G6 and Chevrolet Impala, and mid-utility crossovers GMC
Acadia, Saturn Outlook and Buick Enclave.  The newly-launched 2008
Chevrolet Malibu is building momentum as dealer demand is taxing
available supply.

Chevrolet global sales of 1.18 million vehicles in the third
quarter of 2007 were up more than 5% compared with a year ago.  
The brand grew by 46% in Asia-Pacific, 28% in Europe and 27% in
Latin America, Africa and the Middle East.

GMC sales in North America were up 8% in Q3, largely due to the
popularity of the Acadia mid-utility crossover and all-new Sierra
full-size pickup truck.  Saturn sales for the first nine months of
the year were up more than 13% due to the sales performance of
three new vehicles, the Sky roadster, Aura mid-car and Outlook
mid-utility crossover vehicle.

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 Oct. 18, 2007,
Moody's Investors Service changed the outlook of General Motors
Corporation's long-term-debt rating to positive from negative, and
also raised the company's speculative grade liquidity rating to
SGL-1 from SGL-3 following the company's announcement of the terms
of its new contract with the UAW.  GM's existing long-term ratings
-- including B3 corporate family, Ba3 senior secured, and Caa1
senior unsecured -- are unchanged.  The ratings of GMAC (senior
rating of Ba1/Negative outlook) are also unaffected.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Standard & Poor's Ratings Services said that its long-term ratings
on General Motors Corp. remain on CreditWatch with positive
implications, where they were placed Sept. 26, 2007.  S&P placed
the ratings on CreditWatch when GM and its main union, the United
Auto Workers, reached a tentative new labor contract.  The UAW has
since approved that contract, and GM discussed the contract's
economics.  S&P expect to resolve the CreditWatch listing by Oct.
31, 2007.

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.


GENESIS CLO: Moody's Rates $40 Million Class E Notes at Ba2
-----------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Genesis CLO 2007-1 Ltd.:

    (1) Aaa to the $1,570,000,000 Class A Senior Secured Floating
        Rate Notes, Due 2014;

    (2) Aa2 to the $110,000,000 Class B Senior Secured Floating
        Rate Notes, Due 2014;

    (3) A2 to the $70,000,000 Class C Senior Secured Deferrable
        Floating Rate Notes, Due 2014;

    (4) Baa2 to the $50,000,000 Class D Secured Deferrable
        Floating Rate Notes, Due 2014; and

    (5) Ba2 to the $40,000,000 Class E Secured Deferrable Floating
        Rate Notes, Due 2014.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of senior secured loans
and second lien loans due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Ore Hill Partners LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


GLOBAL CREDIT: S&P Lowers Rating on Preferred Shares to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Global
Credit Pref. Corp.'s preferred shares and removed them from
CreditWatch with negative implications, where they were placed
Sept. 11, 2007.
     
The lowering of the ratings mirrors the lowering of the rating on
the credit-linked note to which the preferred shares are linked.

Ratings List
Global Credit Pref Corp.

Ratings Lowered and Removed from CreditWatch Negative

                          To         From
                          --         ----
Preferred shares
Global scale             BB-        BB/Watch Neg
National scale           P-3(Low)   P-3/Watch Neg


HARRAH'S ENT: Mississippi Gaming Commission Okays Apollo Buyout
---------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the Mississippi
Gaming Commission for the proposed acquisition of Harrah's by
affiliates of Apollo Management L.P. and TPG Capital.  

The transaction remains subject to approval by other jurisdictions
in which Harrah's subsidiaries operate and other conditions to
closing set forth in the agreement and plan of merger entered into
on Dec. 19, 2006.
    
"We're pleased by the review and approval of the Mississippi
Gaming Commission for the proposed acquisition of Harrah's
Entertainment," Gary Loveman, chairman, CEO and president of
Harrah's Entertainment Inc., said.  "Mississippi continues to be a
key market for Harrah's as we are an integral part of the state's
community.  Our disclosed +$700 million development plan for the
Margaritaville Casino Resort in Biloxi is a representative example
of our commitment."

"This transaction with Apollo Management and TPG Capital allows
Harrah's to continue its emphasis on growth and in providing the
best guest experience throughout our network of gaming
destinations," Mr. Loveman added.

                 About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity L.P.
firm, founded in 1990 by Leon Black.  It also has offices in Los
Angeles and London.  It has invested over $16 billion in companies
inside and outside the of the United States.

                       About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group - http://www.texaspacificgroup.com/-- has  
staked its claim on the buyout frontier.  The company, which does
not get involved in the day-to-day operations of the companies in
which it invests, usually holds onto an investment for at least
five years, although consistent moneymakers may be kept
indefinitely.

                 About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through   
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Standard & Poor's placed Harrah's Entertainment Inc.'s long term
foreign and local issuer credit ratings at "BB" in December 2006,
which still hold this date.


HOLOGIC INC: Stockholders Give Nod to Cytyc Merger Deal
-------------------------------------------------------
Hologic Inc. disclosed that more than 90% of the shares approve
the Hologic's merger transactions with Cytyc Corporation and more
than 70% of the outstanding shares of Hologic were voted in favor
of the transactions at the Hologic Special Meeting of
Stockholders.
    
"We are pleased and gratified by the strong support we have
received from our stockholders," Jack Cumming, Hologic's chairman
and chief executive officer, said.  

"We are excited about bringing together two well-respected
industry leaders in the women's healthcare and diagnostics
marketplace, and we are eager to begin working with our colleagues
at Cytyc to realize the benefits this combination will bring to
stockholders, employees, physicians and their patients" Mr.
Cumming added.
    
The transaction is expected to close early next week.  Under the
terms of the Agreement and Plan of Merger entered into on May 20,
2007, Cytyc stockholders will receive 0.52 of a share of Hologic
common stock and $16.50 in cash for each share of Cytyc common
stock they own for a total consideration of approximately
$6.2 billion.
    
                     About Cytyc Corporation

Headquartered in Marlborough, Massachussetts, Cytyc Corporation
(NASDAQ:CYTC) -- http://www.cytyc.com/-- is a diversified   
diagnostic and medical device company that designs, develops,
manufactures and markets diagnostic and surgical products.  The
company's products cover a range of cancer and women's health
applications, including cervical cancer screening, treatment of
excessive menstrual bleeding, radiation treatment of early stage
breast cancer, and radiation treatment of patients with malignant
brain tumors.  Cytyc operates in three segments: domestic
diagnostic products, domestic surgical products and international.  
The company has operations in Canada, Europe, Australia and Hong
Kong.

                       About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) -- http://www.hologic.com/-- develops, manufactures  
and supplies diagnostic and medical imaging systems primarily
serving the healthcare needs of women.  The company operates in
three segments: mammography and breast care, osteoporosis
assessment and others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Hologic Inc. with a stable outlook.


INDIANAPOLIS DOWNS: Sells $425 Million Notes in Two-Part Deal
-------------------------------------------------------------
Indianapolis Downs, LLC and Indiana Downs Capital Corp., disclosed
the sale of $425 million in a two-part debt deal in the 144a
private placement market, Reuters reports citing market sources.

The deal, originally planned at $395 million, was solely managed
by Jefferies & Co.

Indianapolis Downs, LLC is a private company that owns and
operates Indiana Downs, a 180-acre pari-mutuel horse racing
facility located about 25 miles southeast of Indianapolis, Indiana
in Shelbyville, Indiana.  Indianapolis Downs, LLC is majority
owned by various Oliver Family Trusts through Oliver Racing, LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Moody's Investors Service assigned a B3 corporate family rating
and stable rating outlook to Indianapolis Downs, LLC.  Moody's
also assigned a B3 (LGD-4, 58%) rating to the company's
$370 million second lien senior secured guaranteed notes due 2012,
a Caa2 (LGD-6, 94%) to the $50 million senior secured subordinated
pay-in-kind (PIK) notes due 2013.  The notes are being issued
under Rule 144A under the Securities Act of 1933 and will not be
registered under securities laws.  Indiana Downs Capital Corp. is
the co-issuer of the Notes.

Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Indianapolis Downs LLC.  The rating outlook is
stable.
     
At the same time, Standard & Poor's assigned its issue level and
recovery ratings to the company's planned $420 million of secured
notes, comprising $370 million senior secured notes due 2012 and
$50 million senior subordinated payment-in-kind notes due 2013.  
The senior notes are rated 'B', with a recovery rating of '4',
indicating that lenders can expect average recovery in the event
of a payment default.  The subordinated notes are rated 'CCC+',
with a recovery rating of '6', indicating that lenders can expect
negligible recovery in the event of a payment default.


INTEGRATED SECURITY:  Weaver & Tidwell Raises Going Concern Doubt
-----------------------------------------------------------------
Weaver and Tidwell LLP raised substantial doubt about Integrated
Security Systems, Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended June 30, 2007.  The auditing firm pointed to the company's
significant losses from operations.

The company posted a net loss of $4,831,379 on $10,713,437 of net
sales for the year ended June 30, 2007, as compared with a net
loss of $4,208,981 on $12,278,165 net sales in the prior year.

At June 30, 2007, the company's balance sheet showed $6,351,809 in
total assets and $16,903,893 in total liabilities, resulting in
$10,552,084 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2455

                  About Integrated Security

Headquartered in Carrollton, Texas, Integrated Security Systems
Inc. (OTCBB: IZZI) - http://www.integratedsecurity.com/-- is a
technology company that provides products and services for
homeland security needs.  ISSI also designs, develops and markets
safety equipment and security software to the commercial,
industrial and governmental marketplaces.  ISSI's Intelli-Site(R)
provides users with a software solution that integrates existing
subsystems from multiple vendors without incurring the additional
costs associated with upgrades or replacement.  ISSI designs,
manufactures and distributes warning gates, lane changers, airport
and navigational lighting and perimeter security gates and
operators.  ISSI conducts its design, development, manufacturing
and distribution activities through three wholly owned
subsidiaries: B&B ARMR, Intelli-Site Inc. and DoorTek Corporation.


INTERNATIONAL PAPER: Board Okays Annual Election of Directors
-------------------------------------------------------------
The board of directors of International Paper Co. has authorized
an amendment to the company's certificate of incorporation to
declassify the board of directors and to provide for the annual
election of directors.  

The company's proxy statement will include a proposal to
shareholders, recommended by the board, to approve the amendment
at the 2008 annual shareholders' meeting.

The directors of International Paper currently are elected by
class to staggered three-year terms.  If the amendment is
approved, declassification will be phased in over a three-year
period.

Beginning with the 2011 annual meeting, all directors will be
elected annually for one-year terms.  The phased-in approach
allows for a simplified transition under both New York law and the
company's certificate of incorporation, and provides needed
continuity throughout the company's transformation plan.

"Our board of directors has reviewed these issues carefully and
decided to begin instituting this change," said John Faraci,
International Paper chairman and chief executive officer.  "Over
the past several years, the company considered the issue of annual
director elections, and with the transformation plan well
underway, we believe the timing is right to move forward."

Separately, the board of directors also unanimously authorized an
amendment to the company's certificate of incorporation to provide
for the election of directors by majority vote, after a 2007
shareholder proposal, endorsed by the board, in favor of the
change.

The company's proxy statement will include a proposal to
shareholders, recommended by the board, to approve this amendment
at the 2008 annual shareholders' meeting.

Details of these actions will be provided in the company's proxy
statement, which will be sent to all shareholders in advance of
the 2008 annual meeting.

                    About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated  
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                         *     *     *

In December 2005, Moody's Investors Service placed International
Paper Co.'s senior subordinate rating at 'Ba1'.  The rating still
holds to date with a stable outlook.


JOURNAL REGISTER: Earns $11.2 Million in Quarter Ended Sept. 30
---------------------------------------------------------------
Journal Register Company reported Thursday net income of
$11.2 million for the quarter ended Sept. 30, 2007, as compared to
net income of $7.3 million for the quarter ended Sept. 24, 2006.

The company's 2007 third quarter included a federal income tax
benefit of $6.1 million related to a capital loss carry-back claim
that will be received in the fourth quarter of 2007 and a
beneficial net tax adjustment of approximately $1.8 million from a
Michigan State tax law change.

Net income from discontinued operations totaled $786,000 for the
2006 third quarter.

Total revenues from continuing operations for the quarter ended
Sept. 30, 2007, were $113.0 million, as compared to total revenues
of $122.0 million for the prior year, a decrease of 7.4%.

James W. Hall, Journal Register's chairman and chief executive
officer effective November 1st, said, "In spite of a very
challenging advertising environment, the company achieved a number
of objectives during the quarter and was able to record improved
if not satisfactory results.  I am especially pleased to note that
we continue to maintain circulation numbers while keeping our
focus on cost control.  Our investments in the online side of our
business -- both in talent and in technical assets -- continue to
develop according to plan and we are seeing positive results from
those efforts.  And although the direction of the economy is
uncertain, our management team and employees are working hard to
generate more revenue by improving our business model, integrating
our print and online operations, and developing new and exciting
products for our customers."

Executive vice president and chief financial officer Julie A. Beck
said, "While we are not satisfied with our overall performance,
our results for the quarter are demonstrating some mild
improvements.  For example, categories such as retail and
classified employment results are slightly better than the
previous quarter, and our online business, while still a small
percentage of our total business model, is producing satisfactory
results.  We are working hard on three objectives -- to revitalize
revenue, to achieve long term growth and to enhance shareholder
value."

                       Advertising Revenue

Total advertising revenues for the third quarter decreased 9.4% to
$85.8 million as compared to the third quarter of 2006.  Excluding
the results of the company's Michigan cluster, total advertising
revenues declined 7.9%.

                          Online Revenue

Total online revenue increased 23.1%, and was up in all six of the
company's clusters.   Online revenue accounted for 5.6% of total
advertising revenue for the quarter.  The Greater Philadelphia,
Michigan, Greater Cleveland, New York Mid-Hudson and Capital
Saratoga clusters showed significant double-digit gains, with
retail and employment as the leading categories.  The company's
web sites generated 97.7 million page views, an increase of
approximately 12.7% as compared to the prior year quarter.  In
September, the company reported approximately 4.0 million unique
visits to its web sites.

                             Expenses

The company decreased total operating expenses by 5.9% in the
third quarter.  Its same store non-newsprint cash operating
expenses were down 4.9% in the third quarter compared to the prior
year.  Excluding online investment, the company's non-newsprint
cash operating expenses decreased 5.2%.  Newsprint expense
declined 16.6% for the quarter, reflecting a decrease in unit cost
of approximately 7.6% and a decrease in consumption of
approximately 9.8%.

               Debt and Other Financial Information

Debt declined by approximately $8.4 million in the third quarter
to $642.2 million, which reflects a decrease of $88.0 million
since Dec. 31, 2006.  The company's capital expenditures in the
third quarter were $6.2 million, including $1.3 million in online
investment and $3.5 million for costs in connection with the new
Macomb press and mailroom facility, which became operational in
July 2007.  The company's overall effective interest rate was
6.6% for the third quarter, 3.8% after tax.

In October, the company prepaid an additional $10.0 million on the
Term A portion of the company's credit agreement, making the next
payment due in the first quarter of 2009.

                          Cash Dividends

Consistent with the company's objectives of conservative cash
management and prudent investment in revenue initiatives, the
company also disclosed that it will eliminate its quarterly
dividend until further notice.

                       About Journal Register

Based in Yardley, Pennsylvania, Journal Register Company
(NYSE: JRC) -- http://www.journalregister.com/-- owns 22 daily
newspapers and 346 non-daily publications.  It operates 227
individual web sites that are affiliated with the company's daily
newspapers, non-daily publications and its network of employment
web sites that can be accessed through the company's web site.
All of the company's operations are clustered in six geographic
areas: Greater Philadelphia; Michigan; Connecticut; Greater
Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New
York.  The company owns JobsInTheUS, a network of 19 premier
employment Web sites.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Journal Register Co. to 'B+'
from 'BB-'.  The ratings were removed from CreditWatch, where they
were placed with negative implications on June 29, 2007.  The
rating outlook is negative.


KELLWOOD CO: Board Recommends Rejection of Sun Capital Proposal
---------------------------------------------------------------
Kellwood Company's board of directors has unanimously determined
that Sun Capital Securities Group LLC's unsolicited proposal is
not in the best long-term interests of Kellwood and its
shareholders.

This decision comes after careful consideration of the unsolicited
proposal of Sun Capital to pursue an acquisition of the company at
a price of $21 per share, and taking into account the potential
benefits that may be realized through the company's long-term
strategic plan.

Kellwood's board conducted a detailed review of the company's
strategy for enhancing shareholder value.  Their review included
consultation with the company's independent financial advisor --
Banc of America Securities LLC.

The board concluded that the unsolicited Sun Capital proposal
significantly undervalues the strength of Kellwood's expanded
portfolio of brands and the company's opportunities for sales and
earnings growth.

"Our board is committed to enhancing shareholder value, and the
Sun Capital proposal is not consistent with this objective,"
Robert C. Skinner, Jr., chairman, president and chief executive
officer, stated.  "We continue to believe that executing our
corporate strategy to reinvigorate our core business, expand our
penetration into higher profile, better and above price point
brands, connect more directly with consumers, and utilize our
operating infrastructure more efficiently to fund our growth will
deliver greater value to our shareholders.  Our board is
determined to enable all of its shareholders to participate in
these future benefits resulting from the Company's sales and
earnings growth strategy."

                     About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- markets apparel and consumer soft  
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Moody's Investors Service lowered its corporate family and
probability of default ratings on Kellwood Company to Ba3 from
Ba2, concluding the review for possible downgrade that commenced
on Sept. 10, 2007.  At the same time the ratings on the company's
unsecured debentures were lowered to B1 from Ba3. The rating
outlook is stable.


LAJITAS RESORT: Fails to Sell Assets at Auction
-----------------------------------------------
The sale of Lajitas Resort Ltd. failed to push through after one
bidder walked out of the auction, the Associates Press reports
citing Mark J. Petrocchi, Esq., at Goodrich Posnikoff Albertson &
Petrocchi.

As reported in the Troubled Company Reporter on Oct. 2, 2007, the
Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas ordered the sale of the Debtor's assets at an
auction set for October 18.  The property, according to an earlier
report by the AP, was appraised at around $16 million by Brewster
County Appraisal.

Mr. Petrocchi says, the AP adds, that the Debtor is currently
looking for other options but didn't disclose what those options
are.

Based in Lajitas, Texas, Lajitas Resort, Ltd. --
http://www.lajitas.com/-- owns and operates a hotel with a   
private club and real estate/property division.  The company and
three of its affiliates filed for chapter 11 protection on July 2,
2007 (Bankr. W.D Tex. Case Nos. 07-70143 through 07-70146).  Clay
Roark, Esq., at Roark Law Firm, P.C.; and Kevin G. Herd, Esq., and
Mark J. Petrocchi, Esq., at Goodrich Posnikoff Albertson &
Petrocchi, represent the Debtors.  Jackson Walker LLP represents
the Official Committee of Unsecured Creditors.  In schedules filed
with the Court, Lajitas Resort disclosed total assets of $820,962
and total debts of $15,438,843.


LAWRENCE SHIERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Lawrence D. Shiers, Jr.
        2220 Tanglewood Drive
        North Dighton, MA 02715

Bankruptcy Case No.: 07-16644

Chapter 11 Petition Date: October 18, 2007

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: J. Michael Freedberg, Esq.
                  14 May Street, Suite 1
                  Salem, MA 01970
                  Tel: (978) 766-2354

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


LEVI STRAUSS: Completes $525MM Tender Offer of 12.25% Sr. Notes
---------------------------------------------------------------
Levi Strauss & Co. has completed its tender offer for any and all
of its $525 million outstanding aggregate principal amount of
12.25% Senior Notes due 2012 and related consent solicitation.

A total of $506.2 million of the outstanding aggregate principal
amount of the Notes were tendered prior to the expiration date of
midnight, New York City time, on Oct. 17, 2007.  The company has
accepted for purchase all Notes tendered pursuant to the tender
offer and consent solicitation, resulting in a total payment of
$563.7 million, including approximately $20 million in accrued and
unpaid interest and $15.2 million in consent payments, to holders
of the Notes.

The company has retained Credit Suisse Securities (USA) LLC as a
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).

                  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.
distributes its Levi's and Dockers products primarily through
chain retailers and department stores in the United States, and
through department stores, specialty retailers and franchised
stores abroad.  The company distributes its Levi Strauss Signature
products through mass channel retailers in the United States and
abroad.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2007
Fitch Ratings assigned a 'BB+' rating to Levi Strauss & Co.'s
second amended and restated $750 million 5-year Asset-Based
Revolving Credit Facility.  The rating outlook is stable.

Levi Strauss carries Fitch's BB- Issuer Default Rating; BB+ Bank
Credit Facility rating; and BB- Senior Unsecured Notes rating.


LSP BATESVILLE: S&P Holds 'B+' Rating on $326 Million Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on LSP
Batesville Funding Corp.'s $326 million senior secured notes.  In
addition, S&P revised the outlook on the notes to negative from
stable.  The notes consist of a $150 million tranche maturing 2014
($89.6 million outstanding) and a $176 million tranche maturing
2025.  The revised outlook is due to low margins caused by
operational issues, including two forced outages, one in August on
one of the two units contracted to J. Aron & Co., and the previous
one on the unit contracted to the South Mississippi Electric Power
Association in May.  Lowered net revenues from J. Aron have also
put pressures on gross margins.
     
The project, a special-purpose entity, is an indirect, wholly
owned subsidiary of LSP Energy L.P., which was formed to develop,
design, build, finance, own, operate, and maintain an 837 MW,
natural-gas-fired, combined-cycle plant in Batesville, Miss.
      
"LSP Batesville was established to coissue the bonds with parent
LSP Energy," said Standard & Poor's credit analyst Justin Martin.  
"Barring the two forced outages of 2007, the three units have
performed at availability factors of 98% or higher," he continued.
     
The outlook on LSP Batesville is negative.  The outlook will be
resolved when plant performance stabilizes over the next three to
six months and coverage ratios return to levels of 1.1x to 1.2x.  
If reserve margins tighten in the region after the power-purchase
agreements expire, the rating could be positively affected.


MADISON PARK: Moody's Rates $17.5 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Madison Park Funding VI, Ltd.:

    (1) Aaa to the $302,500,000 Class A--1 Floating Rate Notes Due
        2021;

    (2) Aaa to the $76,000,000 Class A--2 Floating Rate Notes Due
        2021;

    (3) Aa2 to the $30,000,000 Class B Floating Rate Notes Due
        2021;

    (4) A2 to the $28,500,000 Class C Deferrable Floating Rate
        Notes Due 2021;

    (5) Baa2 to the $18,000,000 Class D Deferrable Floating Rate
        Notes Due 2021; and

    (6) Ba2 to the $17,500,000 Class E Deferrable Floating Rate
        Notes Due 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of mostly leveraged loans
and high-yield bonds due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Credit Suisse Alternative Capital, Inc. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


MCCLATCHY CO: Reports Preliminary Earnings of $23.5MM in 3rd Qtr.
-----------------------------------------------------------------
The McClatchy Company disclosed last week preliminary earnings
from continuing operations in the third quarter of 2007 of
$23.5 million.   Preliminary earnings do not include an
anticipated non-cash charge to GAAP earnings for impairment of
goodwill and long-lived assets.

Income from continuing operations in the third quarter of 2006 was
$52.6 million.  Total net income in the 2006 third quarter was
$51.8 million.    

Management noted that it is in the process of performing
impairment testing of goodwill and other long-lived assets as of
Sept. 30, 2007, due to the continuing challenging business
conditions and the resulting weakness in the company's stock price
as of the end of its third quarter.  Upon completion of that
testing, the company expects to record a non-cash impairment
charge to GAAP earnings in its third quarter financial statements
when it files its Form 10-Q with the Securities and Exchange
Commission on or before Nov. 9, 2007.

Revenues from continuing operations in the third quarter of 2007
were $540.3 million, down 9.2% from revenues from continuing
operations of $595.1 million in 2006.  Advertising revenues were
$457.0 million, down 9.8% from advertising in 2006, and
circulation revenues were $68.0 million, down 3.7%.  The company
benefited from continued strong cost reduction efforts in the 2007
quarter.  Cash expenses were down 8.6% as the result of reduction
in staffing levels, lower newsprint expense and continued
vigilance in all other expenses.

Total losses recorded from unconsolidated investments were
$7.7 million compared to losses from unconsolidated investments in
the third quarter of 2006 of $800,000.  The 2007 losses were due
primarily to the operating results of the company's newsprint
investments and were partially offset by income from its internet
investments.

                    First Nine Months Results

Income from continuing operations for the first nine months of
2007 was $72.5 million, before the expected non-cash write down of
intangible assets.  The company's total net income, including the
results of discontinued operations, for the first nine months of
2007 was $67.7 million.  Discontinued operations reflect the
results of the (Minneapolis) Star Tribune newspaper which was sold
on March 5, 2007.

Earnings from continuing operations in the first nine months of
2006 were $106.6 million, including the gain on the sale of land.  
Earnings from discontinued operations in the first nine months of
2006 were $17.1 million.  Total net income for the first nine
months of 2006 was $123.7 million.  Discontinued operations
reflect the results of the (Minneapolis) Star Tribune newspaper
which was sold on March 5, 2007, and the results of eight former
Knight Ridder newspapers which were sold in the third quarter of
2006.

Revenues from continuing operations in the first nine months of
2007 were $1.7 billion compared to $1.0 billion in 2006.  The
greater revenues primarily reflect the addition of the 20 former
Knight Ridder newspapers acquired in the third quarter of 2006.  
Advertising revenues in 2007 totaled $1.4 billion and circulation
revenues were $209.6 million.

On a pro forma basis, including the 20 former Knight Ridder
newspapers acquired in June 2006 and excluding the Star Tribune
newspaper in the first nine months 2006, total revenues in 2007
would have been down 7.5%, with advertising revenues down 8.4%,
and circulation revenues down 4.0%.

Interest expense from continuing operations for the first nine
months of 2007 includes $5.7 million related to $530 million in
debt repaid from the proceeds of the sale of the Star Tribune on
March 5, 2007.  However, the operations of the Star Tribune were
included in discontinued operations during the first two months of
2007.  In addition, earnings from continuing operations in the
2007 period included the effect of an after-tax non-cash loss of
$4.7 million related to a second quarter payment by the Seattle
Times Company, in which the company is a 49.5% owner, relating to
the settlement of litigation and amendment to a joint operating
agreement with The Hearst Company.  Total losses recorded from
unconsolidated investments were $28.6 million compared to income
from unconsolidated investments in the first nine months of 2006
of $81,000.

                      Management's Comments

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "The economic downturn led by real estate
continued to impact our advertising revenues in the third quarter.
Once again our Florida and California newspapers were
disproportionately hurt-these two regions accounted for 68% of the
decline in advertising revenues in the third quarter while
accounting for only 33% of total company revenues.

"Our advertising results were in line with management
expectations, and we were able to mitigate the impact of the
advertising decline on our income with strong cost controls in the
quarter.  Total cash expenses were down 8.6% in the third quarter
and were down 9.1% through the first nine months.  Through
September 2007, operating cash flow was down just 2.3% from the
first nine months of 2006 on a proforma basis.

"Our outlook for the fourth quarter has been tempered by the
continuing adverse effect of the real estate downturn and its
impact on the economies in our local markets, particularly in
California and Florida.  It's clear the economies of these two
markets and perhaps the country as a whole are experiencing a
greater slowdown than many had anticipated just a few months ago-
and McClatchy is feeling the effects more than most other
newspaper companies given our significant operations in California
and Florida.  Accordingly, we expect the advertising revenue
decline in the fourth quarter to be similar to that in the second
and third quarters.  We do not know when this downturn will end,
and do not have visibility beyond the fourth quarter.    
Nonetheless, we believe that cyclical factors represent a
significant portion of the current advertising downturn as
evidenced by our operations in the California and Florida regions.  
Looking longer term, we like the prospects for these two regions.  
We will continue to focus on cost controls and will weather the
downturn by remaining efficient and protecting cash flows as best
we can.

"The challenging business environment in the second half of 2007,
coupled with the drag on our stock price, has resulted in our
moving up our annual testing of goodwill and intangible assets for
impairment.  We are now testing for impairment at the end of the
third quarter rather than waiting until the normal time for our
testing at year-end.  While we are early in our analysis, we
expect the real estate downturn and its attendant effects on the
local economies in which we operate, together with the additional
amount of goodwill recorded under the accounting rules in the
Knight Ridder acquisition, will result in an impairment charge.

"We recognize that newspaper revenues have declined and that
values have dropped.  But McClatchy is a solidly profitable
company that is rapidly paying down debt and re-engineering its
operations to navigate through a changing environment for all
media companies.  The impairment at issue involves only non-cash
accounting charges, and the simplest way to put that in
perspective is to remember that nothing about it changes our
operations or our ability to reduce debt."

Pat Talamantes, McClatchy's chief financial officer, said, "Our
operations continue to produce significant cash which we are using
to pay down debt.  In addition we completed the sale of land in
San Jose, California and several smaller assets during the quarter
and used the proceeds to reduce debt.  Debt at the end of the
third quarter was $2.58 billion, down approximately $98 million in
the quarter and down $697.4 million since the end of 2006.  We
expect debt to be approximately $2.5 billion at the end of 2007,
and we expect our debt balance at the end of 2008 to be
approximately $2.0 billion."

                   About The McClatchy Company

Headquartered in Sacramento, Calif., The McClatchy Company (NYSE:
MNI) -- http://www.mcclatchy.com/-- is the third largest  
newspaper company in the United States, with 31 daily newspapers
and approximately 50 non-dailies.  McClatchy-owned newspapers
include The Miami Herald, The Sacramento Bee, the Fort Worth Star-
Telegram, The Kansas City Star, The Charlotte Observer, and The
(Raleigh) News & Observer.

                          *     *     *
    
As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services placed its ratings for The
McClatchy Co., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.


MCNA CABLE: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Puerto Rico-based MCNA Cable Holdings LLC, parent
company of San Juan Cable LLC.  The outlook is negative.  As of
June 30, 2007, consolidated debt totaled about $446 million.
     
At the same time, S&P lowered the ratings on Puerto Rico-based San
Juan Cable LLC.  The corporate credit rating was lowered to 'B'
from 'B+', while the ratings on the first-lien bank facilities
were lowered to 'BB-' from 'BB', and the second-lien bank loan
rating was cut to 'CCC+' from 'B-'.  The outlook is negative.

Since the recovery prospects for San Juan Cable LLC's first- and
second-lien bank facilities have not been adversely affected by
the downgrade, the respective '1' and '6' recovery ratings remain
unchanged.
      
"The downgrade reflects San Juan Cable LLC's weakened business
profile," said Standard & Poor's credit analyst Catherine
Cosentino.  Basic subscriber losses in the past two quarters were
about 2.4% and 3.3%, respectively, on an annual basis, and S&P are
concerned losses will continue through the remainder
of 2007.  The losses are largely attributable to increased
competition from satellite TV providers DIRECTV and EchoStar, and
some economic weakness in the region that's reflected in lower pay
TV penetration of around 73%, versus about 85% in the U.S.
mainland.  The loss of basic subscribers suggests a more
vulnerable business position and reduces the company's ability to
increase revenue and operating cash flow from broadband and
telephony expansion and reduce the aggressive leverage of 8.3x at
the consolidated MCNA Cable.
     
The ratings reflect high financial risk from aggressive
acquisition-related debt usage, growing competition from satellite
TV companies, small company size and lack of geographic revenue
diversity, uncertain demand for advanced services, and competition
from Telecomunicaciones de Puerto Rico Inc. for data services and,
potentially, for video services in future.  Tempering factors
include revenue growth potential from bundled advanced services
provided over San Juan Cable LLC's upgraded cable plant, the
ability to offer more Spanish-language and local channels than
satellite TV providers, high average revenue per user, and high
system density and associated operating benefits.
     
The cable system passes more than 337,000 homes and serves over
133,000 basic subscribers.  MCNA Cable is controlled by financial
sponsors MidOcean Partners L.P. and Crestview Partners L.P.


MIAMI BEACH HEALTH: S&P Revises Outlook to Negative from Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
negative from stable on the 'BB+' rated Miami Beach Health
Facilities Authority, Florida's $273.4 million series 2004, 2001A,
and 1998 bonds issued on behalf of Mount Sinai Medical Center,
reflecting concerns about deterioration in profitability and
business position in the current fiscal year.  Although management
has responded quickly to reduce expenses, the magnitude of the
current year's operating and volume losses make it difficult to
implement an immediate turnaround.  Management has also prudently
put a major expansion project on hold while simultaneously
pursuing the sale of Miami Heart Institute, which would provide
funds for further strategic and operating initiatives. Standard &
Poor's will continue to review the hospital's financial progress
and future capital plans, both of which will dictate the future
direction of this rating. The center's foundation has a long track
record of success, which remains a positive rating factor.    
     
"The revised outlook reflects Mount Sinai's continued, although
diminishing, losses from operations and a substantial erosion in
the center's signature heart business," said Standard & Poor's
credit analyst Cynthia Keller Macdonald.  "Although management has
clearly outlined its strategies to recapture business, the success
of these measures may not be proven for a while."
     
Mount Sinai's loss from operations excluding investment earnings
in 2006--at negative $12.9 million--was higher than the
approximately $7 million-$8 million losses posted in 2004 and
2005, but substantially less than the loss posted in 2003.  While
admissions and other volume measures largely improved in 2006,
expense increases outpaced revenue increases, resulting in
slightly weakened margins.  The bottom line of $2.2 million was
down from 2004 and 2005 and resulted in thin maximum annual debt
service coverage of 1.95x with a relatively high debt burden of
4.75%.  These results also include $10 million in operating
support transferred from the foundation in each year.  
Year-to-date through six months ended June 30, 2007, Mount Sinai
has lost $6.6 million from operations, which is below both budget
and the prior year's performance.
     
Mount Sinai Medical Center operates a 780-staffed-bed acute-care
and research hospital in Miami Beach and is one of two academic
medical centers in Miami-Dade County.


MOVIE GALLERY: Wants to Hire Kirkland & Ellis as Lead Counsel
-------------------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates ask permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
employ Kirkland & Ellis, LLP, as their lead counsel.

Kirkland & Ellis will:
  
   (a) advise the Debtors-In-Possession with respect to their
       powers and duties in the continued management and  
       operation of their business and properties;

   (b) advise and consult on the conduct, including all legal and
       administrative requirements of operating of the Chapter 11
       cases;

   (c) attend meetings and negotiate with creditors'
       representatives and other parties-in-interest;

   (d) take all necessary action to protect and preserve the
       Debtors' estates, including (i) prosecute actions on
       the Debtors' behalf, (ii) defend any action commenced the
       Debtors, (iii) represent the Debtors' interests in
       negotiations concerning all litigation, including
       objections to claims filed against the Debtors' estates;

   (e) prepare all pleadings, including motions, applications,
       answers, orders, reports, and papers necessary or
       otherwise beneficial to the administration of the Debtors'
       estates;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors on any potential sale of assets;

   (h) appear before the Court and any appellate courts to
       represent the Debtors' interests;

   (i) consult with the Debtors regarding tax matters;

   (j) take necessary action on the Debtors' behalf, to
       negotiate, prepare and obtain a Chapter 11 Plan and all
       its related documents;

   (k) perform all other necessary or otherwise beneficial legal
       services including:
    
          * analyzing the Debtors' leases and contracts, and
            corresponding assumptions, rejections or assignments;

          * analyzing the validity of liens against the Debtors;
            and
  
          * advising the Debtors on corporate and litigation
            matters.

Anup P. Sathy, Esq., a partner at Kirkland & Ellis, says that the  
firm's professionals will be paid based on its standard hourly
rates:

      Designation              Hourly Rate
      -----------              -----------
      Partners                 $500 - $975
      Of Counsel               $380 - $870
      Associates               $275 - $595
      Paraprofessionals        $120 - $260

Kirkland professionals expected to assume primary responsibility
and provide primary services to the Debtors are:
   
   (1) Richard M. Cieri
   (2) Anup Sathy, P.C.
   (3) Marc J. Carmel

Mr. Sathy discloses that the firm received payments from the
Debtors before the Petition Date:

   -- retainer fee of $100,000 in November 2006;
   -- retainer fee of $1,000,000 in June 2007.

In March 2007, K&E invoiced the Debtors for $3,120 and returned
$96,879.

As of the Petition Date, the Debtors did not owe Kirkland & Ellis
any amounts for prepetition legal services.

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

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty   
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Gets Interim OK to Use Lenders' Cash Collateral
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to use Goldman Sachs Credit Partners L.P. and Wachovia
Bank, N.A.'s cash collateral to pay its ongoing expenses and
debts.

Prior to the date of bankruptcy, the Debtors borrowed money under:

   1) a First Lien Credit and Guaranty Agreement, dated
      Mar. 8, 2007, with Goldman Sachs Credit Partners L.P. as
      lead arranger and syndication agent; Wachovia Bank, National
      Association, as collateral agent and documentation agent;
      and certain lenders:

                                            Amount Outstanding
         Credit Facility                   As of Sept. 30, 2007  
         ---------------                   --------------------
         $100,000,000 Revolving                 $100,000,000
         loan facility

         $600,000,000 First lien                $597,000,000
         term loan facility

         $25,000,000 Synthetic                   $23,600,000
         letter of credit facility

      As of the Petition Date, the First Lien debt was bearing
      interest at a daily rate, payable monthly, equal to a base
      rate plus 3.75% per annum for the revolving exposure, the
      base rate plus 4.75%, for term loans, and an Adjusted
      Eurodollar Rate plus 5.75% per annum, for synthetic letters
      of credit.

      The First Lien debt matures March 8, 2012.

   2) A Second Lien Credit and Guaranty Agreement, dated March 8,
      2007, with Goldman Sachs Credit Partners as lead arranger
      and syndication agent; Wells Fargo Bank, National
      Association, as successor administrative agent and
      collateral agent; and certain lenders.  The Debtors'
      outstanding obligations total $175,000,000 as of Sept. 30,
      2007, plus interest, fees and charges.  The loan matures
      Sept. 8, 2012.  As of the Petition Date, the Second Lien
      debt was in default.   

The aggregate $900,000,000 obtained under the Prepetition Loans
was used by the Debtors to refinance an $829,900,000 credit
facility entered into in 2005 in connection with Movie Gallery,
Inc.'s acquisition of Hollywood Video, Inc.  The 2005 facility
had $754,900,000 outstanding at the time.

On August 20, 2007, Movie Gallery elected to pay-in-kind 100% of
the interest on the entire principal amount of the Second Lien
debt commencing with the interest period after that date.

As of the filing of bankruptcy, the First Lien debt is oversecured
on a going-concern basis by perfected, valid, binding and non-
avoidable first priority liens and security interests granted by
the Debtors to or for the benefit of the First Lien Loan Parties
upon all of the collateral existing as of the time immediately
prior to the Petition Date and the related postpetition proceeds
and products.

The Collateral consists of all tangible and intangible real and
personal property of the Debtors except for certain leasehold
mortgages on stores and 35% of the equity interests owned in
wholly owned non-domestic subsidiaries.  The Collateral also
secures the Second Lien debt, but the rights of the Second Lien
Loan Parties in the Collateral are junior and subordinate to the
rights of the First Lien Loan Parties in accordance with an
Intercreditor Agreement dated March 8, 2007.

According to William C. Kosturos, managing director at Alvarez &
Marsal North America LLC, and chief restructuring officer of
Movie Gallery, Inc., the Debtors require the use of cash on hand
and amounts generated by the collection of accounts receivable,
sales of inventory or other dispositions of the Prepetition
Lenders' Collateral to pay present operating expenses, including
payroll and vendors, and to ensure a continued supply of goods
and services.

Mr. Kosturos explained that because of the Debtors' recent
financial distress, most of their key vendors have demanded cash
in advance or cash on delivery payment terms.  The Debtors
require access to Cash Collateral to satisfy product delivery
requirements to permit the Debtors to maintain adequate inventory
during the holiday season, Mr. Kosturos pointed out.

At a hearing on October 16, 2007, in Richmond, Virginia, the
Honorable Douglas O. Tice, Jr., gave the Debtors interim authority
to use the Prepetition Lenders' Cash Collateral through the
earlier of:

   (a) the acceleration of the Debtors' obligations under their
       $150,000,000 DIP credit facility syndicated by Goldman
       Sachs Credit Partners as lead arranger, syndication agent,
       and documentation agent; and The Bank of New York as
       administrative agent and collateral agent;

   (b) the maturity date of the DIP Credit Agreement; and

   (c) the breach by the Debtors of their obligations to provide
       adequate protection to the Prepetition Lenders.

Judge Tice granted the Prepetition Lenders replacement liens as
adequate protection for, and solely to the extent of, any
diminution in value of the Lenders' interest in the Cash
Collateral resulting from (i) the priming of their liens upon and
security interests in the Collateral by the liens and security
interests granted to DIP Lenders, (ii) the use of the Collateral,
(iii) the use, sale, lease, depreciation or other diminution in
value of the Collateral and (iv) the imposition of the automatic
stay.  The Debtors will also pay for the Prepetition Lenders'
legal costs.

The adequate protection liens are subject to a carve-out for fees
pursuant to 28 U.S.C. Section 1930(a)(6); fees payable to the
clerk of the Bankruptcy Court; and bankruptcy professionals' fees
and expenses, which will be capped at $7,000,000 in the event the
Debtors default on their DIP loan obligations.

Interested parties may initiate an action challenging the
validity, priority, security, enforceability or amount of the
Prepetition Lenders' liens.  Any statutory committee of creditors
will have 75 days after appointing its bankruptcy counsel to
commence an adversary proceeding or other action.  Other parties-
in-interest have until Dec. 30, 2007.

Judge Tice will hold a hearing on Nov. 6, 2007, at 2:00 p.m.
to consider the Debtors' request on a final basis.  Objections,
if any, are due Oct. 30, 2007.

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty   
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  An
Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


MOVIE GALLERY: Gets Interim Nod to Access $150 Mil. DIP Financing
-----------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates obtained authority
from the Honorable Douglas O. Tice, Jr. of the U.S. Bankruptcy
Court for the Eastern District of Virginia, to borrow, on an
interim basis, up to $140,000,000 of their lenders' DIP Credit
Facility within the next 30 days.

The Debtors entered into a $150,000,000 Secured Super-Priority
Debtor-in-Possession Credit and Guaranty Agreement, dated as of
Oct. 16, 2007, with Goldman Sachs Credit Partners L.P. as lead
arranger, syndication agent, and documentation agent; The Bank of
New York as administrative agent and collateral agent; and a
consortium of lenders.

According to William C. Kosturos, managing director at Alvarez &
Marsal North America LLC, and chief restructuring officer of
Movie Gallery, Inc., the Debtors have an urgent need to obtain
the DIP Financing for, among other things, continuing the
operation of their business in an orderly manner, maintaining
business relationships with vendors, suppliers and customers,
paying employees and satisfying other working capital and
operational needs.

Mr. Kosturos pointed out that the Debtors' access to financing
during this time, especially in light of their recent precarious
financial position, will be key to the long-term success of their
business and their overall ability to maximize value for all
parties-in-interest.  Mr. Kosturos noted that the fourth quarter,
which includes the holiday season, is often the most important
time of the year as it relates to the Debtors' profitability.

               Terms of $150-Mil. DIP Loan Facility

The DIP Credit Facility consists of a $100,000,000 term loan and
a $50,000,000 revolving loan and letter of credit facility.

At the Borrower's option, a portion of the DIP Revolving Facility
may be made available as swing line loans.  Up to $7,500,000 of
the DIP Revolving Facility may also be made available for the
issuance of letters of credit.

Movie Gallery will use the DIP loan proceeds to (a) refinance its
$100,000,000 prepetition revolving loan facility with Goldman
Sachs and Wachovia Bank, National Association; (b) pay certain
other fees and expenses relating to the DIP Credit Agreement, (c)
support the working capital and general corporate purposes of the
Debtors and (d) make any other payments.  Movie Gallery delivered  
a business plan and projected operating budget to Goldman Sachs
on October 5, 2007.

The DIP Facility will mature on the earlier of:

   (i) September 30, 2008;

  (ii) the effective date of a chapter 11 plan of reorganization
       or liquidation confirmed by the Court; and

(iii) the date that all Loans will become due and payable in
       full, whether by acceleration or otherwise.

At the Borrower's option, the DIP Revolving Facility may incur
interest at a base rate plus 2.50% per annum plus the Applicable
Case Milestone Margin then in effect, if any; or if a Eurodollar
Rate Loan, at the Adjusted Eurodollar Rate plus 3.50% per annum
plus the Applicable Case Milestone Margin.

Swing Line Loans will incur interest at the Base Rate plus 2.50%
per annum plus the Applicable Case Milestone Margin.

The DIP Term Facility will incur interest at the Base Rate plus
2.50% per annum plus the Applicable Case Milestone Margin; or if
a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus
3.50% per annum plus the Applicable Case Milestone Margin.

The "Applicable Case Milestone Margin" is:

   -- 0.75%, in the event the Debtors fail to file a chapter 11
      plan of reorganization or liquidation and a related
      disclosure statement with the Bankruptcy Court on or prior
      to Jan. 15, 2008; or in the event an order approving the
      Debtors' disclosure statement is not entered by the Court
      on or prior to Mar. 1, 2008;

   -- 1.50%, in the event an order confirming the Debtors' Plan
      is not entered by Apr. 30, 2008; and

   -- 2.25%, in the event the effective date of the Debtors' Plan
      has not occurred on or prior to May 31, 2008.

The DIP Obligations are secured by all of the assets of Movie
Gallery's domestic subsidiaries, including claims and causes of
actions under Chapter 5 of the Bankruptcy Code, and 65% of the
Debtors' interests in their foreign subsidiaries.  The DIP
Obligations will have superpriority administrative expense
status, subject to a carve-out for fees pursuant to 28 U.S.C.
Section 1930(a)(6); fees payable to the clerk of the Bankruptcy
Court; and bankruptcy professionals' fees and expenses, which
will be capped at $7,000,000 in the event the Debtors default on
their DIP loan obligations.

The DIP Credit Agreement contains customary events of default.

Movie Gallery covenants with the DIP Lenders not to permit its  
Consolidated Adjusted EBITDA as of the last day of any fiscal
month, beginning with the fiscal month ending Nov. 4, 2007,
for the immediately preceding 12-fiscal month period ending on
that date, to be less than:

                                    Consolidated
     Fiscal Month Ending           Adjusted EBITDA
     -------------------           ---------------
     November 4, 2007                $114,000,000
     December 2, 2007                $108,000,000
     January 6, 2008                 $118,000,000
     February 10, 2008               $110,000,000
     March 9, 2008                   $104,000,000
     April 6, 2008                   $108,000,000
     May 11, 2008                    $110,000,000
     June 8, 2008                    $120,000,000
     July 6, 2008                    $120,000,000
     August 10, 2008                 $120,000,000
     September 7, 2008               $120,000,000

Beginning with the fiscal month ending November 4, 2007, the
Borrower also will not permit (i) the Revolving Commitments less
the Total Utilization of Revolving Commitments plus (ii) the
aggregate amount of Cash in its cash deposit and concentration
accounts, to be less than:

     Fiscal Month Ending                Amount
     -------------------                ------
     November 4, 2007                 $13,000,000
     December 2, 2007                  $7,000,000
     January 6, 2008                  $61,000,000
     February 10, 2008                $96,000,000
     March 9, 2008                    $57,000,000
     April 6, 2008                    $97,000,000
     May 11, 2008                     $79,000,000
     June 8, 2008                     $55,000,000
     July 6, 2008                     $39,000,000
     August 10, 2008                  $55,000,000
     September 7, 2008                $43,000,000

Movie Gallery also covenants with the DIP Lenders not to incur
Consolidated Capital Expenditures, as of the last day of any
fiscal month, beginning with the fiscal month ending
Nov. 4, 2007, for the immediately preceding 12-fiscal month period
ending on that date, in excess of $20,000,000.

Pursuant to the DIP Credit Agreement, Movie Gallery is required
to pay a facility fee to Goldman Sachs; an acceptance fee and
agency fee to Bank of New York; commitment fees and letter of
credit fees to the Lenders under the Revolving Facility; and
fronting fees to Wachovia Bank, which has pledged to issue
letters of credit.  Movie Gallery will also reimburse the DIP
Lenders for their legal fees and expenses and provide the Lenders
indemnification.

          Debtors Given Interim Authority to Use $140-Mil.

Judge Tice commented, "The ability of [the] Debtors to continue
their businesses and remain viable entities and thereafter
reorganize under Chapter 11 of the Bankruptcy Code depends upon
[the] Debtors' obtaining such financing from [the] DIP Lenders."

Judge Tice will hold a hearing on Nov. 6, 2007, at 2:00 p.m.
to consider the Debtors' request on a final basis.  Objections,
if any, are due Oct. 30, 2007.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://researcharchives.com/t/s?245d

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty   
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.  
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, serve as the Debtors' local counsel.  The Debtors'
claims & balloting agent is Kutzman Carson Consultants LLC.  An
Official Committee of Unsecured Creditors has been appointed in
this case.

When the Debtors' filed for protection from their creditors, they
listed total assets of $891,993,000 and total liabilities of
$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/  
or 215/945-7000)


NATIONWIDE HEALTH: Prices $300 Million Offering of 6.25% Notes
--------------------------------------------------------------
Nationwide Health Properties Inc. has priced its $300 million of
6.25% notes due Feb. 1, 2013, reflecting a $50 million increase
from the initial offering size.  The price to the investors for
the notes was 99.941% of the principal amount for an effective
yield of 6.266%.

The net proceeds of the offering after deducting estimated
underwriting discounts and other offering expenses will be
approximately $297 million.  

NHP intends to use the net proceeds of the offering to repay
amounts outstanding under its unsecured credit facility and for
general corporate purposes.  The company expected this offering
close on Oct. 19, 2007, subject to customary closing conditions.

The offering was underwritten by UBS Securities LLC, J.P. Morgan
Securities Inc. and Banc of America Securities LLC as joint book-
running managers.  

Calyon Securities (USA) Inc. and KeyBanc Capital Markets Inc.,
acted as senior co-managers and SunTrust Robinson Humphrey, Inc.,
Wells Fargo Securities LLC and Wachovia Capital Markets, LLC acted
as co-managers.

The offering of these notes will be made only by means of a
prospectus and the related prospectus supplement, a copy of which
may be obtained from:

     a) UBS Securities LLC
        Fixed Income Syndicate Department
        677 Washington Boulevard
        Stamford, CT 06901

     b) J.P. Morgan Securities Inc.
        National Statement Processing, Prospectus Library
        4 Chase Metrotech Center, CS Level
        Brooklyn, NY 11245

     c) Banc of America Securities LLC
        Prospectus Department
        100 West 33rd Street, 3rd Floor
        New York, NY 10001

Headquartered in Newport Beach, California, Nationwide Health
Properties Inc. -- http://www.nhp-reit.com/-- is a real estate  
investment trust that invests in senior housing and long-term care
facilities.  The Company has investments in 534 facilities in 43
states.

                          *     *     *

Nationwide Health Properties Inc. carries Moody's Investors  
Service's 'Ba1' Cumulative Preferred and 'Ba1' Non-cumulative  
Preferred ratings.


NETTIME SOLUTIONS:  Semple Marchal Raises Going Concern Doubt
-------------------------------------------------------------
Phoenix, Ariz.-based Semple, Marchal & Cooper, LLP, raised
substantial doubt about NETtime Solutions, Inc.'s ability to
continue as a going concern after it audited the company's
financial statements for the year ended June 30, 2007.  The
auditing firm stated that the company has suffered recurring
losses from operations and has a net capital deficiency.

The company posted a net income of $140,436 on $5,377,207 of total
revenues for the year ended June 30, 2007, as compared with a net
loss of $1,945,735 on $ 6,716,150 total revenues in the prior
year.

At June 30, 2007, the company's balance sheet showed $1,602,708 in
total assets and $3,230,311 in total liabilities, resulting in
$1,835,238 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?245c

                  About Nettime Solutions

NETtime Solutions, Inc. , (OTC BB:NTMS.OB) --
http://www.nettimesolutions.com-- formerly called Time America,  
the company provides Web-based attendance monitoring software.  
Executives and managers can use its systems to track attendance
and costs, enforce payroll policies, and manage benefits accruals.  
The company also provides hardware, including badge terminals and
biometric punch clocks.  Its services include implementation,
support, and training.  In 2007 the company sold its GENESIS,
HourTrack, and TA7000 product lines, along with rights to the Time
America name, to Synel Industries.


NPS PHARMA: Completes 3% Convertible Notes Cash Tender Offering
---------------------------------------------------------------
NPS Pharmaceuticals Inc. completed its cash tender offer for any
and all of its outstanding 3% Convertible Notes due 2008.  The
tender offer expired at midnight, New York City time, on Oct. 17,
2007.

As of the expiration date of the tender offer, $171.2 million
principal amount of the notes, representing approximately 99.7% of
the notes outstanding, had been validly tendered pursuant to the
tender offer, all of which NPS Pharmaceuticals accepted for
payment.

Each holder who tendered notes on or before the expiration date
will receive $987.50 in cash for each $1,000 of principal amount
of notes tendered, plus accrued and unpaid interest up to, the
date the notes are paid pursuant to the offer.

After payment for the tendered notes, and earlier open market
repurchases, there will be $598,000 principal amount of the notes
remaining outstanding.

Jefferies & Company, Inc. acted as Dealer Manager in connection
with the tender offer.

As a result of the repurchase of the convertible notes, NPS
Pharmaceuticals expects to record a charge in the fourth quarter
of 2007 of approximately $778,000 related to the write-off of
deferred financing costs.  Offsetting this charge will be a gain
on early extinguishment of debt of approximately $1.3 million, net
of the tender offer costs.

                       About NPS Pharma

Headquartered in Salt Lake City, Utah, NPS Pharmaceuticals Inc.
(NASDAQ:NPSP) -- http://www.npsp.com/-- is a biopharmaceutical   
company focused on the development and commercialization of small
molecule drugs and recombinant proteins.  The company's
portfolio of approved drugs and product candidates are for the
treatment of bone and mineral disorders, gastrointestinal
disorders and central nervous system disorders.  Its product
portfolio consists of one United States Food and Drug
Administration approved product, another product candidate that
has been granted marketing approval in Europe, and is the subject
of an approvable letter from the FDA in response to a new drug
application NPS Pharmaceuticals, Inc. filed in May 2005, a product
candidate that is the subject of a pivotal Phase III clinical
study, and other product candidates in various stages of clinical
development and preclinical development.

NPS Pharmaceuticals Inc. had $149.9 million in total assets,
$375.9 million in total liabilities, and $226 million in total
stockholders' deficit as of June 30, 2007.

The company incurred a net loss for the second quarter of 2007 of
$14.8 million, a 62% reduction from its net loss in the second
quarter of 2006 of $39.3 million.  For the six months ended June
30, 2007, the net loss was $36 million, a 54% reduction from the
same period of the prior year of $77.6 million.  The reduction in
net loss reflects the 2006 and 2007 restructurings which called
for aggressive expense reduction measures.


OCEAN BLUE: Section 341(a) Meeting Scheduled on November 5
----------------------------------------------------------
The United States Trustee for Region 21 will convene a meeting of
creditors in Ocean Blue Leasehold Property LLC's chapter 11
bankruptcy case at 2:00 p.m. on Nov. 5, 2007, at 51 Southwest
First Avenue, Room 1021 in Miami, Florida.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.

This Meeting of Creditors offers an opportunity 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.

Headquartered in Chicago, Illinois, Ocean Blue Leasehold Property
LLC owns and manages real estate.  The company and three of its
affiliates filed for Chapter 11 protection on Sept. 26, 2007
(Bankr. S.D. Fla. Lead Case No. 07-17999).  When the Debtors filed
for protection against its creditors, it estimated assets of
$35,000,000 and debts of $23,464,750.


OCEAN BLUE: Gets Interim Ok to Use Legg Mason's Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave Ocean Blue Leasehold Property LLC and its debtor-affiliates
interim permission to use cash collateral securing Legg Mason Real
Estate CDO I Ltd.

The Court declared that the Debtor may use the $20 million cash
collateral to pay utilities, vendors, insurance and other expenses
incidental to the operation of its business.  However, the Court
forbids the Debtor to exceed any line item on the revised budget
by more than 7.5% of such line item, or incur a negative variance
from aggregate net income by more than 7.5%.

As adequate protection, the Debtor will turnover any and all rents
collected between the Sept. 26, 2007 and Oct. 20, 2007 that exceed
the monthly expenses set forth in the revised budget to Legg Mason
by Oct. 31, 2007, and agrees that any rents paid directly to Legg
Mason from tenants prior to the date of bankruptcy filing may be
retained by Legg Mason.

Legg Mason is also granted a replacement lien on and in all
property owned, acquired or generated post-petition by the
Debtor's continued operations to the same extent and priority, if
any, and of the same kind and nature as Legg Mason had prior to
the filing of the bankruptcy case effective as of the petition
date. However, it excludes all causes of action including any and
all proceeds of property recovered or transfers avoided by or on
behalf of the Debtor, its estate or any subsequently appointed
trustee.

A final hearing is scheduled at 2:30 p.m., on Oct. 23, 2007.

Headquartered in Chicago, Illinois, Ocean Blue Leasehold Property
LLC owns and manages real estate.  The company and three of its
affiliates filed for Chapter 11 protection on Sept. 26, 2007
(Bankr. S.D. Fla. Lead Case No. 07-17999).  When the Debtors filed
for protection against its creditors, it estimated assets of
$35,000,000 and debts of $23,464,750.


OCEAN BLUE: Court Approves Rice Pugatch as Bankruptcy Counsel
-------------------------------------------------------------
Ocean Blue Leasehold Property LLC and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Rice Pugatch Robinson & Schiller
P.A., as their counsel.

As the Debtors' counsel, Rice Pugatch is expected to:

   a. advice the Debtors with respect to its powers and duties
      as debtor-in-possession and the continued management of
      their business operations;

   b. advice the Debtors with respect to their responsibilities
      in complying with the U.S. Trustee's operating guidelines
      and reporting requirements and with the rules of the
      Court;

   c. prepare motions, pleadings, orders, applications,
      adversary proceedings and other legal documents necessary
      in the administration of the case;

   d. protect the interest of the Debtors in all matters
      pending before the Court; and

   e. represent the Debtors in negotiations with its creditors
      in the preparation of a plan.

Papers filed with the Court did not disclose the firm's
compensation rates.

Chad P. Pugatch, Esq., an attorney 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 defined in Section
101(14) of the Bankruptcy Code.

Mr. Pugatch can be reached at:

      Chad P. Pugatch, Esq.
      Rice Pugatch Robinson & Schiller P.A.
      101 Northeast Third Avenue, Suite 1800
      Ft. Lauderdale, Florida 33301
      Fax: (954) 462-8000
      Tel: (305) 379-3121
      http://www.rprslaw.com/

Headquartered in Chicago, Illinois, Ocean Blue Leasehold Property
LLC owns and manages real estate.  The company and three of its
affiliates filed for Chapter 11 protection on Sept. 26, 2007
(Bankr. S.D. Fla. Lead Case No. 07-17999).  When the Debtors filed
for protection against its creditors, it estimated assets of
$35,000,000 and debts of $23,464,750.


OWENS-ILLINOIS: Appoints Hugh H. Roberts as Director
----------------------------------------------------
Owens-Illinois Inc. appointed Hugh H. Roberts to serve on the
company's board of directors effective immediately.  He will also
serve as a member of the compensation committee.

Mr. Roberts spent 32 years at Kraft Foods Inc., in sales,
marketing, strategic planning and general management.  He built
strong global experience while serving Kraft Foods International
as president of the Central & Eastern Europe, Middle East & Africa
region and also as president of the Asia Pacific region.  From
2004 to June 2007, Mr. Roberts served as president, Kraft
International Commercial, an $11 billion unit of $34 billion Kraft
Foods Inc.

Mr. Roberts holds a bachelor's degree in economics and a master's
degree in business administration from Harvard University in
Cambridge, Mass.

"We welcome Hugh to the O-I Board of Directors. His strong
consumer marketing perspectives, clear understanding of O-I's
customers and extensive international experience will be a great
addition to the board as we move the organization into a more
market-facing company," said Al Stroucken, O-I Chairman and CEO.

                    About Owens-Illinois

Based in Perrysburg, Ohio, Owens-Illinois Inc. (NYSE:OI)
-- http://www.o-i.com/-- is a manufacturer of packaging products  
and glass containers with operations in Europe, North America,
Asia Pacific and South America.  The company is also a
manufacturer of healthcare packaging, including plastic
prescription containers and medical devices, and plastic closure
systems, including tamper-evident caps and child-resistant
closures, with operations in the United States, Mexico, Puerto
Rico, Brazil, Hungary, Malaysia and Singapore.

                      *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default ratings at B2,
and senior unsecured debt rating and preferred stock rating at
Caa1.  These ratings stoll hold to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB- which still hold to date.  The outlook is
stable.

Fitch placed the company's long-term issuer default rating at B,
senior unsecured debt rating at B-, and preferred stock rating at
CCC+.  These ratings still hold to date.  The outlook is positive.


PALMRYA ASSOCIATES: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Palmrya Associates, L.L.C.
        P.O. Box 602
        Mendon, NY 14506

Bankruptcy Case No.: 07-22616

Chapter 11 Petition Date: October 18, 2007

Court: Western District of New York (Rochester)

Debtor's Counsel: Carl J. Schwartz, Jr.
                  131 Main Street, P.O. Box 681
                  Penn Yan, NY 14527
                  Tel: (315) 536-4223

Total Assets: $1,159,250

Total Debts:  $1,689,250

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
R. Harold Greenlee             36-36 Vine Street         $300,000
82 Sawmill Drive               Naples, NY 14512;
Penfield, NY 14526             value of security:
                               $200,000

Robert Houle                   Member Debt               $250,000
P.O. Box 86                    Contribution
Mendon, NY 14506

Lawrence Hursh                 Member Debt               $100,000
                               Contribution


Martha Loes                    Member Debt                $20,000
                               Contribution

Randa Joy                      Member Debt                $15,000
                               Contribution

Joyce Francis                  Member Debt                $15,000
                               Contribution

Heinke Lillenstein             Member Debt                $10,000
                               Contribution

Joan Bianchi                   Member Debt                $10,000
                               Contribution

Mark Lillenstein               Member Debt                $10,000
                               Contribution


PENN NATIONAL: Completes Purchase of Sanford-Orlando's Fla. Club
----------------------------------------------------------------
Penn National Gaming Inc. has completed its purchase of the
Sanford-Orlando Kennel Club in Longwood, Florida from Sanford-
Orlando Kennel Club Inc. and Collins & Collins, after the approval
by Florida's Department of Business and Professional Regulation.

In connection with the transaction, Penn National also secured a
right of first refusal with respect to a majority stake in the
Sarasota Kennel Club in Sarasota, Florida.  While financial
details were not disclosed, the purchase price for the Sanford-
Orlando Kennel Club provides for additional consideration for Penn
National to the sellers based upon certain future regulatory
developments.

"The addition of Sanford-Orlando Kennel Club expands Penn
National's portfolio of pari-mutuel operations to six facilities
and is consistent with Penn National's long-term strategy to
acquire properties that increase the scale and diversity of our
operations," Peter M. Carlino, chief executive officer of Penn
National commented.  "We look forward to working with our track
partners, the dog owners in Florida and the Sanford-Orlando
community to continue delivering exciting racing content and a
high-quality entertainment experience."

                       About Kennel Club

Located on approximately 26 acres in Longwood, Florida, the
Sanford-Orlando Kennel Club features year-round greyhound racing,
a simulcast wagering facility, a clubhouse lounge and two dining
areas.  Located in Sarasota, Florida, the Sarasota Kennel Club
features year-round greyhound racing, a simulcast wagering
facility, two dining options and the One-Eyed Jacks Card Room
which features 24 poker tables.

                     About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and     
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                            *     *     *

Moody's Investor Service placed Penn National Gaming Inc.'s long
term corporate family and probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date.


PETROHAWK ENERGY: S&P Lifts Corporate Credit Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on independent exploration and production company Petrohawk
Energy Corp. to 'B+' from 'B'.  At the same time, S&P raised its
senior unsecured issue ratings on Petrohawk to 'B' from 'B-'.
     
The outlook is stable.  Pro forma for recent asset sales of
Houston, Texas-based Petrohawk should have $1.0 billion-$1.1
billion in long-term debt.
     
"The upgrade followed a full review of the company and
contemplated Petrohawk's recent strategic repositioning efforts,"
said Standard & Poor's credit analyst Jeffrey B. Morrison.
     
These include the announced sale of the company's Gulf Coast
division (representing about 19% of proved reserves and 30% of
daily production) for proceeds of $825 million, an increasing
focus on areas such as northern Louisiana and the Fayetteville
Shale in the company's operations and capital spending, and the
potential formation of a master limited partnership containing
certain mature assets over the near-to-intermediate term.  The
rating action reflected underlying business risk profile
improvement over recent periods, including favorable trends in
internal reserve replacement, demonstrated organic production
growth, and competitive finding and development costs relative to
the company's similarly rated peer group.
     
The ratings on Petrohawk reflect a historically acquisitive growth
strategy, an aggressive near-term capital spending program, and
high debt leverage.  These weaknesses are partially tempered by
constructive trends in production and reserve growth; a midsize,
relatively low-risk base of onshore assets; significant hedging of
production to protect cash flows from near-term commodity price
volatility; and an experienced, though transaction-oriented,
management team.
     
Petrohawk was formed in May 2004 through the $60 million
recapitalization of Beta Oil & Gas Inc. and has grown very rapidly
over the past two years through several large transactions,
including Wynn-Crosby Energy Inc. in November 2004, Proton Energy
Corp. in February 2005, Mission Resources Corp. in July 2005, and
most recently KCS Energy Inc. in 2006.


PH GLATFELTER: Moody's Lowers Senior Unsecured Ratings to Ba2
-------------------------------------------------------------
Moody's Investors Service downgraded P.H. Glatfelter Company's
senior unsecured ratings to Ba2 from Ba1.  The rating downgrade
reflects Moody's view that despite Glatfelter's improving
operating performance, the challenging industry conditions are
driving weaker than anticipated credit metrics for a Ba1 rating.

The ratings outlook is stable.

Most of Glatfelter's rating attributes deteriorated sharply in
2006 as the company completed two back--to-back debt financed
acquisitions.  The operational benefits and cash flow
contributions from the company's Chillicothe acquisition were not
promptly realized as a result of integration challenges.  Moody's
anticipates that as the integration efforts proceed and as the
company pays down additional debt from announced timberland sales,
leverage, coverage, and cash flow metrics will improve in the
coming quarters and gravitate towards a Ba rating level.  However,
Moody's anticipates that the improved credit metrics will continue
to lag those appropriate to support a Ba1 rating over the near-to-
mid term.

The Ba2 corporate family rating incorporates Moody's concern with
the decreasing demand for certain products due to competition from
other grades of paper and electronic substitution, the company's
relatively small size, and the company's exposure to potential
contingencies associated with environmental issues.  The rating is
supported by Glatfelter's strong market position in specialty
paper markets and the debt reducing potential of the company's
remaining timberland holdings.

Headquartered in York, Pennsylvania, Glatfelter is a global
manufacturer of specialty papers and engineered products.  The
company's North American based specialty papers business produces
paper used for book publishing, envelope and lightweight printing
and engineered products used for digital printing, graphics
applications, signage and labeling.  The company's European based
long fiber and overlay papers business produces tea bags, coffee
filters, laminate flooring and counter tops.

Downgrades:

Issuer: P. H. Glatfelter Company

    * Probability of Default Rating, Downgraded to Ba2 from Ba1

    * Corporate Family Rating, Downgraded to Ba2 from Ba1

    * Senior Unsecured Regular Bond/Debenture, Downgraded to a
      range of 57 - LGD4 to Ba2 from a range of 53 - LGD4 to Ba1

Outlook Actions:

Issuer: P. H. Glatfelter Company

    * Outlook, Changed To Stable From Negative


PITTSFIELD WEAVING: Files Second Amended Disclosure Statement
-------------------------------------------------------------
Pittsfield Weaving Company filed on Oct. 9, 2007, its Second
Amended Disclosure Statement explaining its Second Amended
Chapter 11 Plan of Reorganization with the U.S. Bankruptcy
Court for the District of New Hampshire.

The plan is co-proposed by Action Group Inc.

                       Overview of the Plan

The Debtor proposes to repay classes of allowed creditors in full
from available funds, which will be shared until the occurrence of
a default and thereafter paid to the most senior classes until the
default has been cured.  The Debtor assumed and believes that the
revenues derived from its continuing business operations and
sheltered by the net operating loss carry-forwards in excess of
$3,000,000, will be sufficient to fund the Plan.

                       Treatment of Claims

Under the Plan, CapitalSource Finance LLC's secured claims, which
include claims on account of a $5,189,693 equipment and revolving
loan, will be divided into a secured equipment loan and secured
term Loan in the total amount of $3,500,000, the balance of which
will be allowed and treated as a tier 3 claim in the general
unsecured class.

Payments for the Class 2 Secured Claims of Meredith Village
Savings Bank will be funded by proceeds of Windwalker's rent
payments.

Meredith's claims include claims asserted against the Debtor by
MVSB in its proof of claim in the amounts of:

   a) $296,734 on account of a loan made directly to the Debtor;
      and

   b) $1,536,689 on account of a loan made to Windwalker and
      guaranteed by the Debtor.

New England National LLC's $70,000 secured claim will be paid
in full, with interest.

Other minor secured creditors will continue to receive monthly
payments on their claims and retain the collateral securing
those payments.

Claims arising from unpaid portion of the wages, salaries and
commissions due employees or the holders of claims of employees
to the extent of any remaining priority claim attributable to
these claims, will be paid in full on the effective date.

Convenience Claims, which includes unsecured claims without
priority asserted by creditors in amounts less than $500, will be
paid 25% of their allowed claims on the effective date of the
plan.

Approximately $1,700,000 claims under the General Unsecured Claims
Class are expected to be paid in full with interest over a 15-year
period, while CapitalSource's $2,000,000 unsecured claim will be
allowed following the conclusion of a transaction in which Action
Group purchases from CapitalSource all if its claims.

Subject to stock purchase options, equity holders will pledge
their stock to the creditors agent as security for the payment of
their financial liabilities and other obligations under the plan.

                    About Pittsfield Weaving

Based in Pittsfield, New Hampshire, Pittsfield Weaving Company --
http://www.pwcolabel.com/-- provides brand identification to  the    
apparel and soft goods industries, and manufactures woven and
printed labels and RFID/EADS solutions.  The company filed it
chapter 11 protection on Sept. 20, 2006 (Bankr. D. N.H. Case
No. 06-11214).  Williams S. Gannon, Esq., at William S. Gannon
PLLC represent the Debtor in its restructuring efforts.  Bruce
A. Harwood, Esq., at Sheehan Phinney Bass + Green, PA serves
as counsel to the Official Committee of Unsecured Creditors.
Pittsfield Weaving estimated its assets and debts at $10 million
to $50 million when it filed for protection from its creditors.


PNA GROUP: S&P Affirms Ratings and Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on steel
processor and distributor PNA Group Inc. to negative from stable,
and affirmed its ratings on the company, including the 'B+'
corporate credit rating.  Total debt, including capitalized
operating leases and tax-effected postretirement obligations, was
$662.5 million as of June 30, 2007.
     
"The outlook revision reflects the company's weaker-than-expected
operating performance so far in 2007, resulting in lower-than-
expected cash flow generation and higher debt," said Standard &
Poor's credit analyst Anna Alemani.  "As a result, credit measures
have become somewhat weak for the current rating."
     
Atlanta, Georgia-based PNA is a moderate-size distributor and
processor of mainly flat and structural carbon steel products.  
Ratings reflect the company's volatile markets and cash flows,
very aggressive debt leverage, thin margins, and operations in a
fragmented and highly competitive industry.  These risks are
partially offset by a largely variable cost structure, a fair
market position in geographic niches, countercyclical cash flows,
and some insulation from steel price volatility afforded by
tolling arrangements.


REMY WORLDWIDE: Court Approves Kurtzman Carson as Noticing Agent
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Kurtzman Carson Consultants, LLC, as their
official noticing agent nunc pro tunc Oct. 8, 2007.

Remy  Worldwide Holdings, Inc.'s Senior Vice-President and Chief
Financial Officer Kerry A. Shiba related that although the Debtors
have sought a deadline extension to file their schedules of assets
and liabilities, they anticipate thousands of entities to whom
certain notices, pleadings and other documents are required to be
served.

Mr. Shiba contended that the appointment of Kurtzman Carson as the
Debtors' noticing agent will expedite the distribution of the
notices, thereby relieving the Clerk of the Court of the
administrative processing burden.  

As Kurtzman Carson has provided similar services in large Chapter
11 cases, and as a result of experience and cost-effective
methods, the firm is eminently qualified to serve as the Debtors'
Noticing Agent, Mr. Shiba asserted.

As the Debtors' Noticing Agent, Kurtzman Carson is expected to:

   (a) notify all potential creditors of the filing of the
       Debtors' Chapter 11 cases and of the setting of the
       first meeting of the creditors, if any;

   (b) file affidavits of service for all mailings, including
       a copy of each notice, a list of persons to whom the
       notice is mailed, and the date mailed;

   (c) maintain an official copy of the Schedules, listing
       creditors and amounts owed; and

   (d) provide any other distribution services as are necessary
       and required.

Kurtzman Carson will also be providing the Debtors with
consulting services regarding noticing, claims management and
reconciliation, plan solicitation, balloting, disbursements and
any other services as may be agreed by the parties.

The Debtors add that if necessary, despite the fact that the
Debtors do not anticipate establishing a claims bar date in light
of the "prepackaged" nature of their Chapter 11 cases, Kurtzman
Carson may undertake claims-related duties, including:

   (a) docketing all claims filed and maintaining the Official
       Claim Register on behalf of the Court Clerk, and provide
       the Clerk with an exact duplicate of the Claims;

   (b) specify in the claims register for each claim docket:

       -- the Claim No. assigned,
       -- the date received,
       -- the name and address of the Claimant,
       -- the filed amount of the claim, if liquidated, and
       -- the allowed amount of the claim.;

   (c) record all transfers of claims and provide notices of
       those transfers as required, pursuant to Rule 3001(e) of   
       the Federal Rules of Bankruptcy Procedure; and
  
   (d) maintain the Official Mailing List for all entities who
       have filed proofs of claim.

The Debtors will pay Kurtzman Carson for the firm's reasonable
fees and expenses, in accordance with the firm's fee structure,
upon the firm's submission on a monthly basis, of reasonably
detailed invoices to the Debtors and the Informal Committee.

James Le, Kurtzman Carson's chief operating officer, assured that
Court that his firm is a "disinterested person" as defined under
Section 101(14) of the Bankruptcy Code.  Kurtzman Carson is not
connected with the Debtors, their creditors, and other parties-in-
interest, the U.S. Trustee, or any person employed by the U.S.
Trustee, and that the firm does not hold or represent any interest
adverse to the Debtors, their estates, or any class of creditors
or equity interest holders, Mr. Le maintains.

                     About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a
holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/-
- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a worldwide components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other
heavy-duty, off-road and industrial applications.  Remy has
operations in the United Kingdom, Mexico and Korea, among others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the
Debtors' in their restructuring efforts.  Pauline K. Morgan, Esq.,
Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as co-counsels to the Debtors.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC and their
restructuring advisor is AlixPartners, LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 4, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


REMY WORLDWIDE: Wants Until December 22 to File Schedules
---------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
time to file Schedules and Statements for an additional 45 days,
until Dec. 22, 2007.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a debtor is required
to file a schedule of assets and liabilities; schedule of current
income and expenditures; schedule of executory contract and
unexpired leases; and statement of financial affairs within 15
days after the Petition Date.

Under Rule 1007-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware, that deadline is automatically extended to 30 days
after the Petition Date if (i) the debtor has more than 200
creditors and (ii) the debtor's bankruptcy petition is
accompanied by a list of all of the debtor's creditors and their
addresses.

In the event the Debtors' prepackaged plan of reorganization is
confirmed prior to the filing deadline, the Debtors ask the Court
to waive the requirement that the Schedules and Statements be
filed.

Due to the staffing constraints as a result of the numerous
operational matters that the Debtors' legal and accounting staff
are required to address in the early days of the Chapter 11 cases,
the Debtors will not be in a position to complete the
Schedules and Statements within the initial 30-day deadline,
Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, the Debtors' proposed co-counsel,
explains.

Completing the Schedules and Statements will require the assembly
and review of information from multiple locations throughout the
world, Mr. Enos says.  Mr. Enos also points out that production of
the Schedules and Statements would likely be of little value given
the expected short duration of the Chapter 11 cases.  Mr. Enos
notes that certain of the information to be included in the
Schedules and Statements is available in the disclosure statement
accompanying the Debtors' Plan.

                    About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as a
holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/-
- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a worldwide components core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and other
heavy-duty, off-road and industrial applications.  Remy has
operations in the United Kingdom, Mexico and Korea, among others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent the
Debtors' in their restructuring efforts.  Pauline K. Morgan, Esq.,
Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as co-counsels to the Debtors.  The
Debtors' claims agent is Kurtzman Carson Consultants LLC and their
restructuring advisor is AlixPartners, LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.  
(Remy Bankruptcy News; Issue No. 3, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


RH DONNELLEY: Unit's Offer to Purchase 10-7/8% Sr. Notes Expires
----------------------------------------------------------------
R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation,
disclosed that the offer to purchase and consent solicitation
related to $600,000,000 aggregate principal amount of its 10-7/8%
senior subordinated notes due 2012 expired on Oct. 17, 2007, at
8:00 a.m., New York City time.

As of the expiration of the offer to purchase and consent
solicitation, the company had received valid tenders of, and
deliveries of consents related to, $599,922,000 aggregate
principal amount of the Notes, representing 99.987% of the
$600 million aggregate principal amount of the Notes, pursuant to
the terms of the offer to purchase and consent solicitation.

These amounts include the receipt by the company of valid tenders
of, and deliveries of consents related to, $599,632,000 aggregate
principal amount of the Notes at or prior to 5:00 p.m., New York
City time, on Oct. 1, 2007, representing approximately 99.9% of
the aggregate principal amount of the Notes outstanding.

The company has accepted for purchase all notes validly tendered
before 8:00 a.m., New York City time, on Oct. 17, 2007.  The
company executed a supplemental indenture relating to the Notes on
Oct. 2, 2007, which became operative on
Oct. 17, 2007.

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

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Standard & Poor's Ratings Services affirmed its 'B' rating on R.H.
Donnelley Corp.'s 8.875% senior notes due 2017 after the company's
proposed $500 million add-on.  The notes will be sold privately
under Rule 144A of the Securities Act of 1933, and will include
registration rights.  Proceeds from this issue will be used to
repay portions of Dex Media East Inc.'s and R.H. Donnelley Inc.'s
senior secured debt, and to pay for related fees and expenses.
     
Moody's Investors Service has assigned a B3 rating to R.H.
Donnelley Corporation's proposed $500 million of additional series
A-4 senior notes due 2017, and a Ba1 rating to Dex Media East
LLC's proposed $1.2 billion senior secured credit facilities.  
Moody's also affirmed R.H. Donnelley Corporation's B1 corporate
family rating.


ROWE COS: Opposes Conversion to Chapter 7 Liquidation Proceeding
----------------------------------------------------------------
The Rowe Companies and its debtor-affiliates object to the U.S.
Trustee's request to convert their Chapter 11 cases into Chapter 7
liquidation proceedings, arguing that they would lose more than
$100,000 in payment for its stocks.

Under the Debtors' plan of reorganization, American Communications
and its designees would receive all of the Debtors' stock in
return for payment of $180,000, of which $60,000 has already been
paid.

As reported in the Troubled Company Reporter on Sept. 24, 2007, W.
Clarkson McDow, Jr., the U.S. Trustee for Region 4, asked the U.S.
Bankruptcy Court for the Eastern District of Virginia to convert
the Debtors' chapter 11 cases to chapter 7.  The U.S. Trustee
argues that the Debtors failed to pay fees due to the U.S. Trustee
for the first and second quarters of 2007.  The Debtors also
failed to file the required monthly operating reports for the
months of January, June and July 2007.  Further, the Trustee
contended that the Debtors are no longer operating and didn't have
any cash.

The Trustee also related the Debtors provided no support for their
belief that creditors will receive $120,000 new stock payment or
any amount in Chapter 11 than under a Chapter 7 liquidation.

However, the Debtors argue that if its case is converted to
Chapter 7, American Communications would not pay the remaining
$120,000, and priority and general unsecured creditors will
receive no distribution.  Chapter 11 administrative creditors
would likely receive a small portion of their allowed claims.

In addition, since the U.S. Trustee raises concerns about the
level of professional fees that might be incurred by a liquidating
trust, the Debtors point out that the proposed trustee of the
liquidating trust will have a duty to keep those fees reasonable
and at a level that will ensure payment of administrative claims.

                     About The Rowe Companies

Based in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered     
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--      
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


ROWE COS: Court Okays Stinson Morrison as Securities Counsel
------------------------------------------------------------
The Rowe Companies and its debtor-affiliates obtained authority
from the Honorable Stephen S. Mitchell of the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Stinson
Morrison Hecker LLP as their securities counsel.

Stinson Morrison is expected to:

   1) assist the Debtors in complying with its obligations under
      the Court-approved equity investment and issuance of
      preferred stock, and the summary of terms and conditions for
      the proposed plan of reorganization; and

   2) assist the Debtors in any securities matters related to the
      plan of reorganization and disclosure statement.

The Debtors say that the firm has agreed to cap its compensation
for their services at $20,000.

The Debtors assure the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Court.

                     About The Rowe Companies

Based in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered     
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--      
and Storehouse, Inc. -- http://www.storehousefurniture.com/

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Alexander McDonald Laughlin, Esq., Dylan G. Trache, Esq., H. Jason
Gold, Esq., Rebecca L. Saitta, Esq., and Valerie P. Morrison,
Esq., at Wiley Rein LLP, represent the Debtors.  Douglas M. Foley,
Esq., Kenneth Michael Misken, Esq., and Sarah Beckett Boehm, Esq.,
at McGuireWoods LLP, represent the Official Committee of Unsecured
Creditors of Rowe Furniture.

In schedules submitted with the Court, The Rowe Companies listed
total assets of $42,939,780 and total debts of $34,948,206; Rowe
Furniture listed total assets of $66,431,812 and total debts of
$46,486,046; and Storehouse, Inc. listed total assets of
$33,090,987 and total debts of $109,777,822.


S-TRAN HOLDINGS: Exclusive Period Plan Filing Moved to December 3
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended S-Tran Holdings Inc. and its debtor-affiliates'
exclusive periods to:

   a. file a Chapter 11 plan until Dec. 3, 2007; and
   b. solicit acceptances of that plan until Feb. 4, 2008.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
the Debtors said that they needed more time to analyze information
regarding potential asset recoveries, including, additional
accounts receivables and other amounts.

The Debtors disclosed that it filed a complaint with the
Court against Protective Insurance Company seeking turnover of
substantial amount of collateral.

The Debtors also said that it received up to $800,000 from
settlements of preference claims.

The Debtors assured the Court that the extension is not to delay
the administration of their cases and pressure their creditors to
accept unsatisfactory plan.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski Stang Ziehl &
Jones LLP represents the Debtors in their restructuring efforts.  
Donald A. Workman, Esq., at Foley & Lardner LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$22,508,000 and total debts of $30,891,000.


SANDISK CORP: Earns $85 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
SanDisk(R) Corporation disclosed results for its third quarter
ended Sept. 30, 2007.

The company reported net income of $85 million for the third
quarter of 2007, compared with net income of $28 million in the
second quarter of 2007.  Net income was $103 million in the third
quarter of 2006.  Excluding the impact of acquisition-related
charges, stock compensation expense and the related tax effect,
third quarter non-GAAP net income increased to $130 million,
compared to second quarter 2007 non-GAAP net income of
$72 million.  Non-GAAP net income was $124 million in the third
quarter of 2006.

Third quarter revenue increased 38% on a year-over-year basis to
$1.037 billion.

"We are very pleased with our third quarter results.  Demand was
exceptionally strong in international retail, following our
strategy to aggressively expand our business outside of North
America.  In the mobile phone market we sold a record 42 million
units, reinforcing the enormous global opportunity which is
unfolding.  USB revenues also contributed significantly to our
growth in the quarter," said Eli Harari, chairman and chief
executive officer.  "Gross margins and the pricing environment
improved substantially and excellent execution at Fab 3 allowed us
to respond to the surge in customer demand.  We expect demand to
remain strong through the fourth quarter holiday season although
we may not be able to meet 100% of the demand."

Product revenue was $919 million in the third quarter, up 36%
year-over-year and 28% sequentially.  License and royalty revenue
for the third quarter was $119 million, up 52% year-over-year and
11% sequentially.

Total megabytes sold in the third quarter increased 248% on a
year-over-year basis and 54% from the second quarter of 2007.

GAAP product gross margin in the third quarter was 24.3%, compared
to 32.4% in the third quarter of 2006 and up from 16.2% in the
second quarter of 2007.

Non-GAAP product gross margin for the third quarter was 26.4%
compared to 32.7% in the third quarter of 2006 and up from 19.0%
in the second quarter of 2007.

GAAP operating income for the third quarter of 2007 was
$109 million compared to GAAP operating income of $128 million in
the third quarter of 2006 and up from $14 million in the second
quarter of 2007.

Non-GAAP operating income was $162 million, or 16% of revenue,
compared to non-GAAP operating income of $158 million, or 21% of
revenue in the third quarter of 2006 and up from 9% in the second
quarter of 2007.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7.18 billion in total assets, $2.17 billion in total liabilities,
$1.1 million in minority interest, and $5.01 billion in total
shareholders' equity.

                       About SanDisk Corp.

Headquartered in Milpitas, Calif., SanDisk Corp. (NASDAQ: SNDK)
-- http://www.sandisk.com/-- supplies flash data storage card  
products using its patented, high-density flash memory and
controller technology. SanDisk has operations worldwide with more
than half its sales outside the U.S.

                          *     *     *

As of Oct. 18, 2007, SanDisk Corp. still carries Standard & Poor's
Ratings Services 'BB-' long-term foreign and local issuer credit
ratings.


SENTINEL MANAGEMENT: BoNY Agrees to Transfer Cash to Trustee
------------------------------------------------------------
The Bank of New York has agreed to turn over cash plus securities
to Frederick Grede, the chapter 11 Trustee appointed to oversee
the estate of Sentinel Management Group Inc., the Associated Press
reports.

The AP relates that as of Oct. 1, BoNY held cash totaling
$22.4 million in three segregated accounts and securities in six
accounts.  BoNY had previously transferred around $300 million to
the Debtor's clients prior to the bankruptcy filing.

In documents filed with the U.S. Bankruptcy Court for the Northern
District of Illinois, BoNY will transfer the cash and securities
to "mirror" accounts set up under the chapter 11 trustee's name at
JP Morgan Chase & Co., the AP adds.  However, the stipulation
entered by the trustee and BoNY doesn't prohibit the trustee from
after BoNY on claims and causes of actions.

A BoNY representative wasn't available for comment as of Oct. 17,
2007, the AP discloses.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee of
Unsecured Creditors.  DLA Piper US LLP acts as the Committee's co-
counsel.  When the Debtor sought bankruptcy protection, it listed
assets and debts of more than $100 million. The Debtor's exclusive
period to file a plan expires on Dec. 17, 2007.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SENTINEL MANAGEMENT: Earns $23 Million in September 2007
--------------------------------------------------------
Frederick Grede, the chapter 11 trustee appointed to oversee the
estate of Sentinel Management Group Inc., disclosed that the
Debtor received $23 million in cash receipts for September 2007,
the Chicago Tribune reports citing Bloomberg News.

In a Summary of Cash Receipt and Disbursement for Filing Period
Ending Sept. 30, 2007, filed with the U.S. Bankruptcy Court for
the Northern District of Illinois, Mr. Grede said that majority of
the Debtor's income came from interest on bonds in its portfolio.

The report also shows, the Chicago Tribune adds, that the Debtor
has cash on hand of $88.4 million.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee of
Unsecured Creditors.  DLA Piper US LLP acts as the Committee's co-
counsel.  When the Debtor sought bankruptcy protection, it listed
assets and debts of more than $100 million. The Debtor's exclusive
period to file a plan expires on Dec. 17, 2007.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SOLUTIA INC: Court Approves Fifth Amended Disclosure Statement
--------------------------------------------------------------
The Honorable Prudence Carter of the U.S. Bankruptcy Court for the
Southern District of New York approved the Fifth Amended
Disclosure Statement of Solutia Inc. and its debtor-affiliates as
containing adequate information within the meaning of Section 1125
of the Bankruptcy Code.

Judge Beatty found that each of the objections to the Disclosure
Statement have either been (i) withdrawn or rendered moot by
proposed modifications to the Disclosure Statement or (ii)
overruled.  In addition, the Debtors and Industrial Waste Area
Generator Group II have agreed that the entry of the Disclosure
Statement Order will be without prejudice to IWAG's rights to
raise any and all issues at the Confirmation Hearing.

Judge Beatty also determined that the solicitation procedures
provide a fair and equitable voting process and are consistent
with Section 1126.

Ballots will be provided to holders of claims in Classes 3 (Senior
Secured Note Claims), Class 5 (CPFilms Claims), Class 11 (Monsanto
Claim), Class 12 (Noteholder Claims), Class 13 (General Unsecured
Claims), Class 14 (Retiree Claim), Class 15 (Pharmacia Claims),
Class 19 (Security Claims) and holders of Equity Interests
entitled to Vote in Class 20 (Equity Interests) because those
claims and interests are classified as being impaired by, and
entitled to vote under, the Consensual Plan.  The Ballots and
Master Ballots for holders of claims in Class 3 will not be
counted and will be disregarded for all purposes in the event that
the Senior Secured Note Claims are determined to be unimpaired
under the Plan.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the record date for purposes of determining which
Holders of Claims and Equity Interests are entitled to receive
Solicitation Packages and, where applicable, vote on the Amended
Plan, will be Oct. 22, 2007.  Only Holders of Claims and Equity
Interests as of the Record Date will be entitled to vote to accept
or reject the Plan, and where applicable, make any election set
forth on the Ballot or participate in the Rights Offering.

Judge Beatty ordered that all Ballots and Master Ballots cast on
behalf of Beneficial Holders must be properly executed, completed
and delivered to the Debtors, voting agent, Voting Agent Financial
Balloting Group, LLC, no later than 5:00 p.m. on Nov. 26, 2007.  
The Debtors, subject to Court approval, will have the ability to
extend in writing the Voting Deadline.  Certification of Ballots
will be filed no later than Nov. 28, 2007, at 2:00 p.m.

Plan Confirmation Objection deadline is due Nov. 21, 2007, at 5:00
p.m.  In the event that multiple objections to the Plan
Confirmation are filed, the Debtors and any other party-in
interest are authorized to file a single, omnibus reply to those
objections.

"With the disclosure statement approved, a fully consensual plan
of reorganization in hand, and the confirmation hearing scheduled,
we now have a clear path to emergence from Chapter 11," Jeffry N.
Quinn, chairman, president and chief executive officer of Solutia,
said in a press statement.

The Debtors anticipate for their Plan to be effective by June 30,
2008.
                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007, and is continued to Oct. 19, 2007.  (Solutia
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SOLUTIA INC: Court Sets November 29 Plan Confirmation Hearing
-------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York set Nov. 29, 2007, as the
hearing date to consider confirmation of Solutia Inc. and its
debtor-affiliates' Fifth Amended Plan of Reorganization.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the  
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on Dec.
17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the Debtors
filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld
LLP represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007, and is continued to Oct. 19, 2007.  (Solutia
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SOUTH AVENUE SERVICE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: South Avenue Service Station, Inc.
        855 Baltimore Street
        Hanover, PA 17331

Bankruptcy Case No.: 07-03311

Type of Business: The Debtor owns and manages a service station.

Chapter 11 Petition Date: October 18, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Markian R. Slobodian, Esq.
                  801 North Second Street
                  Harrisburg, PA 17102
                  Tel: (717) 232-5180
                  Fax: (717) 232-6528

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SPANSION INC: Posts $72 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
Spansion Inc. disclosed last week results for its third quarter
ended Sep. 30, 2007.  For the third quarter of 2007, the company
reported a net loss of $72 million, compared with a net loss of
$67 million in the second quarter of 2007, which included a one-
time gain on the sale of real estate.  The company reported net
sales of $611 million, compared to net sales of $609 million in
the second quarter of 2007.

Gross margin for the third quarter of 2007 rose slightly
sequentially to 18%.  Spansion reduced its operating loss to
$59 million in the third quarter, a reduction of 9% compared to
the second quarter of 2007.

"ASPs have stabilized, reversing the steep decline we saw in the
first half of the year and our book to bill is extremely strong at
1.3, driven by the wireless division," said Bertrand Cambou,
president and chief executive officer, Spansion Inc.  "The strong
backlog is the result of the continued share gains of our 90nm
MirrorBit(R) Flash memory solutions."

The company's consumer, set top box and industrial division  
achieved sales of $294 million, up from $272 million in net sales
in the second quarter of 2007.  For the first time since the third
quarter of 2006, the CSID division experienced a firming ASP per
bit due to a more balanced supply and demand environment.   
Shipments of high density MirrorBit solutions increased again in
the quarter.

In the wireless solutions division, net sales for the third
quarter declined sequentially from $338 million to $317 million
due to a prior inventory build up in the Japanese handset market,
resulting in a $40 million impact.  Revenue in the WSD business
outside Japan grew significantly, up by $20 million sequentially
due to increased sales at the top five handset OEMs.  Outside
Japan, ASP per bit was firming.  Worldwide unit shipments
increased from 82 million to 96 million units in the third
quarter.  

Spansion announced it has signed a definitive merger agreement to
acquire Saifun Semiconductors Ltd to consolidate all MirrorBit IP,
design and manufacturing expertise into a single company.  The
combination will enable Spansion to expand operating margins,
diversify its product portfolio and drive the company's entry into
new markets.  Upon closing, Saifun will operate as a wholly owned
subsidiary, responsible for driving the new IP licensing and
royalty business for Spansion.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.80 billion in total assets, $2.14 billion in total liabilities
and $1.66 billion in total stockholders' equity.

                         Current Outlook

The company expects net sales for the fourth quarter of 2007 to be
in the range of $640 million to $700 million with growth in all
major business segments.

Gross margin for the fourth quarter 2007 is forecast to be
approximately flat.  Improving business performance will be offset
by costs related to the accelerated production ramp of Spansion's
300mm, SP1 facility, starting in the fourth quarter.

                       About Spansion Inc.

Headquartered in Sunnyvale, California, Spansion Inc. (NASDAQ:
SPSN) -- http://www.spansion.com/-- designs, develops,  
manufactures, markets and sells flash memory solutions  for  
wireless, automotive, networking and consumer electronics
applications.  

The company has European operations in France, Asia-Pacific
facilities in Japan, China, Malaysia and Thailand, as well as
sales offices in Latin American countries including Brazil and
Mexico.

                        *     *     *

As of Oct. 18, 2007, Spansion Inc. still carries Moody's 'B3' long
term corporate family rating last placed on Dec. 5, 2005.  Outlook
is Stable.


SPECTRUM FINANCIAL: Court Converts Case to Chapter 7
----------------------------------------------------
The Hon. Sarah Sharer Curley of the U.S. Bankruptcy Court for the
District of Arizona in Phoenix converted Spectrum Financial Group,
Inc.'s chapter 11 bankruptcy case to a chapter 7 liquidation
proceeding.

In its request to convert its case, the Debtor told the Court that
based on current operations it believed that it had no reasonable
likelihood of a successful reorganization.

Court records show that Dale D. Ulrich has been appointed as the
chapter 7 trustee.

Headquartered in Scottsdale, Arizona, Spectrum Financial Group,
Inc. -- http://www.sfg-bank.com/-- focuses on residential loans  
for consumers.  The company filed for chapter 11 protection on
Aug. 28, 2007 (Bankr. D. Ariz. Case No. 07-04265).  Leslie R.
Hendrix, Esq., Paul Sala, Esq., and Thomas H. Allen, Esq., at
Allen, Sala & Bayne, PLC represent the Debtor.  In schedules filed
with the Court, the Debtor disclosed total assets of $13,398,526
and total debts of $55,372,150.


SPECTRUM FINANCIAL: Lane & Nach OK'd as Chap. 7 Trustee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave Dale D.
Ulrich, the chapter 7 trustee appointed for Spectrum Financial
Group, Inc., permission to retain Lane & Nach, P.C., as his
bankruptcy counsel.

Lane & Nach is expected to:

    a. advise and consult with Trustee concerning questions
       arising in the conduct of the administration of the estate
       and concerning the Trustee's rights and remedies with
       regard to the estate's assets and the claims of secured,
       preferred and unsecured creditors and other parties in
       interest;

    b. appear for, prosecute, defend and represent the Trustee's
       interest in suits arising in or related to this case;

    c. investigate and prosecute preference and other actions
       arising under the Trustee's avoiding powers;

    d. assist in the preparation of pleadings, motions, notices
       and orders as are required for the orderly administration
       of this estate; and

    e. consult with and advise the Trustee in connection with the
       operation of or the termination of the operation of the
       business of the Debtor.   

The chapter 7 trustee tells the Court that attorneys of the firm
bill between $150 to $295 per hour while paralegals charge between
$50 to $100 per hour.

To the best of the Trustee's knowledge, the firm is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Scottsdale, Arizona, Spectrum Financial Group,
Inc. -- http://www.sfg-bank.com/-- focuses on residential loans  
for consumers.  The company filed for chapter 11 protection on
Aug. 28, 2007 (Bankr. D. Ariz. Case No. 07-04265).  Leslie R.
Hendrix, Esq., Paul Sala, Esq., and Thomas H. Allen, Esq., at
Allen, Sala & Bayne, PLC represent the Debtor.  In schedules filed
with the Court, the Debtor disclosed total assets of $13,398,526
and total debts of $55,372,150.


SPECTRUM FINANCIAL: Creditors' Meeting Scheduled on December 18
---------------------------------------------------------------
The U.S. Trustee for Region 14, will hold a meeting for Spectrum
Financial Group, Inc.'s creditors on Dec. 18, 2007, 12:30 p.m., at
the U.S. Trustee Meeting Room, Suite 102, 230 North First Avenue
in Phoenix, Arizona.

This is the first meeting of creditors after the Debtor's case was
converted to chapter 7.

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.

Headquartered in Scottsdale, Arizona, Spectrum Financial Group,
Inc. -- http://www.sfg-bank.com/-- focuses on residential loans  
for consumers.  The company filed for chapter 11 protection on
Aug. 28, 2007 (Bankr. D. Ariz. Case No. 07-04265).  Leslie R.
Hendrix, Esq., Paul Sala, Esq., and Thomas H. Allen, Esq., at
Allen, Sala & Bayne, PLC represent the Debtor.  In schedules filed
with the Court, the Debtor disclosed total assets of $13,398,526
and total debts of $55,372,150.


TEMPUR-PEDIC INT'L: Earns $38.8 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Tempur-Pedic International Inc. disclosed financial results for
its third quarter ended Sept. 30, 2007.  

For the third quarter of 2007, the company reported net income of
$38.8 million as compared to $28.9 million in the third quarter of
2006.  This net income growth of 34% largely resulted from an
increase in operating income.  Net income results include stock-
based compensation expense, which increased 46% to $1.7 million in
the third quarter of 2007.

Net sales rose 22% to $294.1 million in the third quarter of 2007
from $240.9 million in the third quarter of 2006.  Retail sales
increased 27% worldwide.

Operating income increased 26% to $67.5 million in the third
quarter of 2007 from $53.7 million in the third quarter of 2006.  
The increase was principally driven by incremental sales as well
as modest operating expense leverage.

Operating cash flow increased to $55.7 million in the third
quarter of 2007 from $46.6 million in the third quarter of 2006.
The increase was principally driven by net income growth.  In
addition, capital expenditures were $3.3 million in the third
quarter of 2007, $2.3 million less than in the third quarter of
2006.

The company achieved net sales and unit growth across all products
and both geographic segments.  Worldwide mattress revenue
increased 22%.  Worldwide mattress unit growth was 17% led by
domestic mattress unit growth of 22%.  Pillow sales rose 15%
worldwide driven by unit growth of 12%.  Domestic pillow units
were especially strong, up 23%.

President and chief executive officer H. Thomas Bryant commented,
"Tempur-Pedic delivered outstanding results in the third quarter,
with growth across all products and geographic segments.  While
Tempur-Pedic is already the industry leader for profitability, we
believe our year to date financial results are consistent with our
goal of ultimately becoming the worldwide bedding leader in terms
of both sales and profitability.  We are pleased with our year to
date results and continue to see abundant opportunities to gain
bedding market share around the globe.
    
"In the third quarter, consumers continued to express their
preference for our proprietary TEMPUR(R) material as we lead the
technology shift away from innersprings.  Mattress growth was
balanced across our product line with excellent results from our
existing product line as well as strong contribution from our
recently introduced models.  While the last several quarters have
been challenging for the mattress industry, our sales team
has exceeded our goals for slot growth, account productivity and
market share gains.

"Our operations team delivered excellent performance, producing
more mattresses than in any other quarter in our history.  As
previously disclosed, U.S. retail demand exceeded our expectations
during the third quarter, which resulted in some product shortages
as certain key suppliers were not able to ramp their production as
quickly as needed.  We addressed this issue through a variety of
actions, some of which modestly impacted our gross margins.  We
are pleased to now be running in a more optimal fashion, having
largely eliminated shortages by the end of the quarter."
    
              Current Share Repurchase Authorization
            Completed and New Authorization Announced

During the third quarter of 2007, the company purchased
6.6 million shares of its common stock at an average price of
$30.48 for a total cost of $200.0 million.  During 2007, the
company has purchased 10.4 million shares of its common stock for
a total cost of $300.0 million.

The company announced that the Board of Directors has authorized a
new share repurchase program of up to an incremental
$300.0 million.  Stock repurchases under this program may be made
through open market transactions, negotiated purchases, or
otherwise, at times and in such amounts as management and a
committee of the Board deem appropriate.

Chief financial officer Dale Williams stated, "We continue to view
share repurchases as an excellent means to return value to
shareholders over the long term.  During the third quarter we
completed the $200 million share repurchase program we announced
on July 19, 2007.  We currently anticipate substantial cash flow
growth over the next several years and so we are pleased with the
Board's decision to authorize a new buyback program."

                     2007 Financial Guidance

The company currently expects net sales for 2007 to range from
$1.105 billion to $1.115 billion, rather than $1.065 billion to
$1.085 billion as contemplated by the company's prior guidance.
This updated guidance reflects an increase of 17% to 18%
compared to 2006 net sales of $945.0 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$773.8 million in total assets, $745.7 million in total
liabilities, and $28.1 million in total shareholders' equity.

                        About Tempur-Pedic

Based in Lexington, Kentucky, Tempur-Pedic International Inc.
(NYSE: TPX) -- http://www.tempurpedic.com/-- manufactures and
distributes mattresses and pillows made from its proprietary
TEMPUR(R) pressure-relieving material.  The company's products are
currently sold in over 70 countries under the TEMPUR(R) and
Tempur-Pedic(R) brand names.

                          *     *     *

As of Oct. 18, 2007, Tempur-Pedic International Inc. still carries
Standard & Poor's Ratings Services' BB long term foreign issuer
credit and long term local issuer credit ratings.  The outlook is
positive.


TENNECO INC: Elects Dennis J. Letham to Board of Directors
----------------------------------------------------------
Dennis J. Letham was elected to Tenneco Inc.'s board of directors,
effective immediately.  Mr. Letham is executive vice president,
finance and chief financial officer of Anixter International Inc.,
a distributor of communications products, wire & cable products,
fasteners and other small components for original equipment
manufacturers.

"We are pleased to add Dennis Letham to our board with his
extensive financial background and global business experience,"
Gregg Sherrill, chairman and CEO, Tenneco, said.  "We look forward
to his contributions as we accelerate our growth globally and
capitalize on opportunities to enhance shareholder value."

Mr. Letham has more than 17 years experience as a chief financial
officer and for the past 12 years, has overseen all of Anixter
International's finance, accounting, tax and internal audit
activities in the 49 countries in which the company operates.

Prior to assuming his role as chief financial officer in 1995, Mr.
Letham served as executive vice president and chief financial
officer of Anixter Inc., the principal operating subsidiary of
Anixter International Inc.

He joined Anixter International in 1993.  Previously, he had a
ten-year career with National Intergroup Inc., where he held a
number of senior financial management positions including senior
vice president and chief financial officer.

                       About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and   
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  the company has approximately
19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


THORNBURG MORTGAGE: S&P Retains Negative Watch on 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
counterparty credit rating on Thornburg Mortgage Inc. remains on
CreditWatch Negative, where it was placed Aug. 10, 2007.
     
This action follows Thornburg's release of third-quarter financial
results, which reflected the impact of the credit crunch during
that period.  "While for the time being the worse appears to be
over, there is likely to be continued pressure on financial
parameters until debt financing markets stabilize," said Standard
& Poor's credit analyst Adom Rosengarten.
     
The ratings and CreditWatch status reflect the continued
uncertainties that Thornburg faces with respect to funding and
liquidity, as well as the dislocation in pricing of all mortgage
assets.  Recent asset sales have left Thornburg with a diminished
capital base, and access to short-term funding continues to be
difficult.  To meet margin calls on its short-term funding,
Thornburg sold $21.9 billion of adjustable-rate mortgage
securities at a loss of $1.093 billion.  This capital loss adds
pressure to Thornburg's capital structure given the company's
already high leverage and the challenges that Thornburg faces
raising additional equity capital.
     
With that said, S&P recognize some positive steps that Thornburg
has taken.  S&P feel that the company's decision to suspend the
common dividend to retain liquidity is a responsible measure given
the uncertainty of the funding markets.  In addition, the
company's reduced reliance on recourse funding due to the sale of
assets lessens funding risk, and S&P are encouraged by the
company's warehouse lines remaining in place and functioning.
     
The CreditWatch Negative reflects the potential for further rating
action if funding markets worsen again and the liquidity crunch
continues.  Future rating actions will depend on Thornburg's
ability to maintain sufficient access to funding sources and
limited exposure to recourse borrowings.  If the company cannot
securitize a significant portion of originations as a means of
financing, or if asset quality does not hold up to its traditional
high standards, the rating could be further lowered.  If Thornburg
is successful in securing ongoing funding and manages through its
liquidity pressures, the outlook could move to stable.


URS CORP: Glass Lewis Urges Washington Shareholders to OK Merger
----------------------------------------------------------------
Glass Lewis, an independent proxy advisory firm, recommended that
Washington Group International Inc.'s stockholders vote in favor
of the proposed acquisition by URS Corporation.  

Washington Group stockholders were urged to vote promptly so that
their votes can be counted at Washington Group's Oct. 30, 2007,
special meeting of stockholders.

"Washington Group continued negotiating with URS for an extended
period of time, resulting in an offer 17.6% higher than URS'
initial bid," Glass Lewis stated.  "Further, we see that the
consideration represents an all-time historical high for
Washington Group's closing stock price prior to the report. Based
on these factors and given the unanimous support of the board, we
believe the proposed merger is in the best interests of
shareholders."

"We are very pleased that Glass Lewis affirmed the unanimous
recommendation of Washington Group's board of directors," said
Stephen G. Hanks, president and chief executive officer of
Washington Group.  "Our board of directors continues to believe
that the combination of Washington Group and URS represents a
unique opportunity to create a single-source provider that can
offer a full life cycle of planning, engineering, construction,
environmental management, and operations and maintenance
services."

"As a combined company, we would have expanded capabilities and be
even better positioned to penetrate important high-growth
sectors," Mr. Hanks added.  "In addition, our stockholders would
have an approximately 32% equity interest in the combined company
and thus have a significant share in the future growth of the
combined company."

Under the terms of the merger agreement dated May 28, 2007,
Washington Group stockholders will receive $43.80 in cash and
0.772 shares of URS common stock for each Washington Group share.  

Washington Group noted that due to the equity component of the
merger consideration, the implied value for Washington Group
stockholders has increased by approximately $12 per share, or 15%,
since the disclosure of the merger agreement.

Stockholders of record as of the close of business on Sept. 21,
2007, will be entitled to vote on the proposed merger.

"Since approval of the merger agreement requires the affirmative
vote of a majority of all outstanding shares, the vote of every
Washington Group stockholder is important and we encourage all
stockholders to exercise their right to vote," Mr. Hanks said.

Washington Group recommends that all of its stockholders vote
"FOR" the proposed merger with URS, consistent with the
recommendations of Washington Group's board.

Stockholders who have questions about the merger or need
assistance in submitting their proxies or voting their shares
should contact Washington Group's proxy solicitor, MacKenzie
Partners Inc., by calling 800-322-2885 (toll-free) or 212-929-5500
(collect).

              About Washington Group International
  
Headquartered in Boise, Idaho, Washington Group International Inc.
(NYSE:WNG) -- http://www.wgint.com/-- is an international  
provider of a range of design, engineering, construction,
construction management, facilities and operations management,
environmental remediation and mining services.  The company
has approximately 25,000 people at work around the world providing
solutions in power, environmental management, defense, oil and gas
processing, mining, industrial facilities, transportation and
water resources.  The company operates its business through six
business units: Power, Infrastructure, Mining, Industrial/Process,
Defense, and Energy and Environment.

                      About URS Corporation
  
Headquartered in San Francisco, California, URS Corporation
(NYSE:URS)-- http://www.urscorp.com/-- is an engineering design  
services firm and a United States federal government contractor
for systems engineering and technical assistance and operations
and maintenance services.  The company's business focuses
primarily on providing fee-based professional and technical
services in the engineering and construction services and defense
markets, although the company performs some limited construction
work.  It operates through two divisions: the URS Division and the
EG&G Division.

                          *     *     *
    
As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating and '2' recovery rating to URS Corp.'s proposed
$2.1 billion senior secured credit facilities, indicating
expectations of substantial (70%-90%) recovery in the event of a
payment default.  The facilities are rated the same as the
corporate credit rating on the company.  

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Moody's Investors Service assigned a provisional rating of (P)Ba1
to the proposed $2.1 million senior secured credit facility of URS
Corporation, which will be used to finance its pending acquisition
of Washington Group International Inc.


VENTURE IX: Moody's Rates $14 Million Class E notes at Ba2
----------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Venture IX CDO, Limited:

  (1) Aaa to the $370,000,000 Class A Senior Notes Due 2021;

  (2) Aa2 to the $35,000,000 Class B Senior Notes Due 2021;

  (3) A2 to the $25,000,000 Class C Deferrable Mezzanine
      Notes Due 2021;

  (4) Baa2 to the $16,000,000 Class D Deferrable Mezzanine
      Notes Due 2021; and

  (5) Ba2 to the $14,000,000 Class E Deferrable Junior Notes
      Due 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Senior Secured Loans,
Second Lien Loans and Senior Unsecured Loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

MJX Asset Management LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


VISTEON CORP: Inks MOU to Sell Swansea Facility to Linamar
----------------------------------------------------------
Visteon Corporation has signed a non-binding Memorandum of
Understanding outlining the understanding and status of
discussions regarding the sale of its Swansea, United Kingdom
operation to Linamar Corporation.

The proposed sale, which supports Visteon's three-year improvement
plan, is subject to due diligence, certain third party agreements,
definitive documentation, anti-trust clearance and corporate
approvals.
    
The proposed sale of the Swansea facility, which is Visteon's
operation in the UK, will be a significant milestone in the
company's plan to address non-core facilities and improve its
financial performance.

Visteon disclosed that Visteon UK Limited lost approximately
$110 million on revenue of $540 million during 2006.
    
"This transaction will represent another major step to achieve
Visteon's profit improvement plan, while continuing to strengthen
our global engineering and manufacturing footprint," Donald J.
Stebbins, Visteon president and chief operating officer, said.  
"We are committed to working with our customers, employees, unions
and Linamar to reach final agreements and bring the transaction to
closure as quickly as possible."
    
This action, which will complete the company's divestiture of its
chassis business, builds on the progress already made in
addressing its performance in the UK. Visteon previously exited
its brake business, successfully transferred unprofitable business
to lower cost countries, and significantly reduced its salaried
workforce in the UK.
   
As part of the proposed transaction, which is expected to be
completed by year end, Visteon will transfer the manufacturing
facility and associated assets, well as contracts and certain
intellectual property rights.  The 400 employees currently
employed in the facility are also expected to transfer to the new
owner. Other details of the MOU were not disclosed.
    
"When finalized, this proposed transaction will provide a viable
alternative to closure for the Swansea facility, while enabling
Visteon to achieve its business objectives," said Steve Gawne,
managing director of Visteon's UK operations.  "The Swansea plant
will be a strong strategic fit within Linamar's expanding
driveline division."
    
This proposed transaction also builds on Visteon's three-year
improvement plan that was announced in 2006.  As part of that
plan, the company is addressing 30 underperforming and non-
strategic operations, improving its base operations in efficiency
and taking a number of steps to grow the business. The proposed
sale of Swansea is the 20th action disclosed.  The restructuring
actions are expected to generate annual
savings of approximately $400 million.
    
The company has also achieved a number of other significant
milestones, including addressing two-thirds of its restructuring
items and significantly shifting its manufacturing and engineering
footprints to cost-competitive countries.

Nearly 60% of Visteon's hourly manufacturing personnel are now in
lower cost countries, compared with 48% at the end of 2005. By
2009, Visteon plans to have 75% of its manufacturing personnel and
half of its engineering workforce in cost-competitive countries.

                   About Linamar Corporation
  
Headquartered in Guelph, Ontario, Linamar Corporation (TSE:LNR) --
http://www.linamar.com/-- designs, develops and manufactures  
precision-machined components, modules and systems for engine,
transmission, chassis and industrial markets.  It has 36
manufacturing locations, research and development centers and
sales offices in Canada, United States, Mexico, Germany, Hungary
and Japan, Korea and China.  The company is organized into six
groups: Engine, Transmission, Chassis, Europe, Asia-Pacific and
Industrial.  

                   About Visteon Corporation
    
Based in Van Buren Township, Michigan, Visteon Corp. (NYSE: VC) --
http://www.visteon.com/-- is a global automotive supplier that  
designs, engineers and manufactures innovative climate, interior,
electronic, and lighting products for vehicle manufacturers, and
also provides a range of products and services to aftermarket
customers.  The company's other corporate offices are in Shanghai,
China; and Kerpen, Germany.  The company has facilities in 26
countries and employs approximately 43,000 people.

                          *     *     *


In November 2006, Moody's Investor Service placed Visteon Corp.'s
long term corporate family  and probability of default ratings at
'B3'.  The ratings still hold to date.


WENDY'S INT'L: Partners with Berjaya to Open 70 Units in Malaysia
-----------------------------------------------------------------
Wendy's International Inc. and Berjaya Corporation Berhad have
signed a development agreement to build Wendy's restaurants in
Malaysia.

Berjaya, through its wholly-owned subsidiary, Nadi Klasik Sdn Bhd,
has been granted the right to develop and operate Wendy's
restaurants in Malaysia.  Berjaya plans to open the first of these
restaurants in Kuala Lumpur in late 2007 or early 2008 and will
continue development in the Klang Valley region and other cities
over the next 10 years.  The new franchisee expects to open more
than 70 Wendy's restaurants in Malaysia.

"We are pleased to enter a franchise partnership with Berjaya, a
company that is well respected in Asia and worldwide," said Dave
Near, Wendy's chief operations officer.  "Berjaya and its chairman
and chief executive officer Tan Sri Dato' Seri Vincent Tan have a
great deal of experience in successfully operating several well-
known restaurant brands."

"The inclusion of Wendy's brand into our Group's business is a
strategic move that we had planned for some time.  It complements
the wide variety of businesses that we have," said Tan Sri Dato'
Seri Vincent Tan.  "To ensure success, we have included several
well known and experienced people on the Board as well as in key
management positions."

This agreement is part of Wendy's plan to focus development
efforts in key markets outside of North America.  "We are taking a
disciplined approach to growing our international business,
preparing our support infrastructure, and conducting detailed
market analyses before expanding into new markets," said James C.
Hartenstein, Wendy's Senior Vice President of International.  
"This is a great opportunity to expand our Wendy's brand in Asia."

Wendy's recently established an office in Hong Kong to serve
franchise partners, suppliers and staff throughout the region, and
prepare for expansion into new markets.  Wendy's opened its first
restaurant in Asia in 1980 and has approximately 150 restaurants
in the Asia Pacific region.

                     About Berjaya Corporation

Based in Kuala Lumpur, Berjaya Corporation Berhad --
http://www.berjaya.com/-- is listed on the Malaysian Stock  
Exchange, Bursa Malaysia Securities Berhad with interests in
property investment and development; vacation timeshare, hotels,
resorts and recreation development; consumer marketing and direct
selling; financial services and gaming.  Berjaya has extensive
experience in developing and managing quick service restaurants in
Malaysia and currently operates the Starbucks and Kenny Rogers
Roasters franchises there, as well as Borders Books stores.

                    About Wendy's International

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

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International, Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3 and
its (P)B1 preferred stock shelf rating which was lowered to (P)B2.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.  All ratings remain on
CreditWatch with negative implications, where they were placed
on April 26, 2007.


WESCO INTERNATIONAL: Earns $70 Million in Quarter Ended Sept. 30
----------------------------------------------------------------
WESCO International Inc. disclosed 2007 third quarter financial
results.

Net income for this quarter was $70 million versus $59 million in
the comparable 2006 quarter.  Third quarter net income includes
approximately $10 million of favorable one-time benefits from
foreign exchange gains and tax benefits, primarily the ability to
now recognize prior years' state net operating losses.

Consolidated net sales for the third quarter of 2007 were
$1.546 billion compared to $1.343 billion in 2006, an increase of
15.1%.  Included are sales from recent acquisitions totaling
approximately $183 million.  Gross margin for the quarter was
20.3% compared to 20.5% for the comparable 2006 quarter.      
Operating income for the current quarter totaled $109 million
versus $100 million in last year's comparable quarter.    
Depreciation and amortization included in operating income was
$9 million for 2007 compared to $7 million in 2006.

Stephen A. Van Oss, senior vice president and chief financial
officer, stated, "We performed well in the face of challenging end
markets.  Our operating results for the quarter were very strong
and set records for the company in virtually every key financial
category.  These results reflect progress across a broad spectrum
of performance improvement initiatives, particularly those dealing
with margin protection and cost efficiency.  We further improved
our position as a low cost operator and recorded our best ever
SG&A expense ratio for our core operations."
    
Mr. Van Oss continued, "During the quarter, we purchased another
1.2 million shares for a total of 6.4 million shares purchased
year to date, completing the $400 million program authorized in
February of this year.  Our balance sheet is in great shape.  Our
strong free cash flow of $75 million and ample liquidity has
positioned the Company to execute on the new $400 million share
repurchase program announced in September in a measured fashion
while maintaining current levels of financing leverage."

                       Year to Date Results

Consolidated net sales for the nine months ended Sept. 30, 2007,
were $4.514 billion versus $3.945 billion in last year's
comparable period, a 14.4% increase.  Sales from recent
acquisitions for the first nine months totaled $524 million.  
Gross margin in the current nine-month period was 20.4% versus
20.3% last year and operating income totaled $295 million versus
$272 million last year.  Depreciation and amortization included in
operating income was $27 million versus $19 million last year.  
Net income for the 2007 year-to-date period was $178 million
versus $159 million last year.

Roy W. Haley, chairman and chief executive officer, stated, "The
macro-economic environment continues to provide opportunities for
growth as we look out into the fourth quarter.  We have added
personnel to a variety of longer term sales and marketing
initiatives, and these programs are beginning to yield positive
results.  We are early in this cycle of investment in vertical
market segment initiatives and we expect to see new opportunities
being converted into higher levels of sales performance over the
next several quarters.  Our base is strong, and we are very well
positioned to improve our overall economic returns while
delivering ongoing supply chain cost savings to our customers.  We
are focused on strong operational execution of the business as the
principle driver of our performance."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.878 billion in total assets, $2.317 billion in total
liabilities, and $560.5 million in total stockholders' equity.

                    About WESCO International

Headquartered in pittsburgh, Pennsylvania, WESCO International,
Inc., is a publicly traded Fortune 500 holding company, whose
primary operating entity is WESCO Distribution Inc.  WESCO
Distribution distributes electrical construction products and
electrical and industrial maintenance, repair and operating  
supplies.  The company employs approximately 7,100 people,
maintains relationships with over 26,000 suppliers, and serves
more than 110,000 customers worldwide. WESCO operates seven
automated distribution centers and approximately 400 branches in
North America and selected international markets.

                          *     *     *

As of Oct. 18, 2007, WESCO International still carries Moody's
'Ba3' long term corporate family rating last placed on Sept. 20,
2005.  Outlook is Positive.


WESTERN OIL: Completes $6.9 Billion Sale Pact with Marathon Oil
---------------------------------------------------------------
Marathon Oil Corporation has completed its acquisition of Western
Oil Sands Inc. through a cash and securities transaction of
approximately $5.8 billion, plus Western's outstanding debt valued
at approximately $1.1 billion, for a total transaction value of
$6.9 billion.

Under the terms of the agreement, Western shareholders will
receive CDN$3.8 billion in cash or $3.9 billion and shares of
Marathon common stock or securities exchangeable for Marathon
common stock aggregating to 34.3 million shares valued at
$1.9 billion.

Trading in Western common stock on the Toronto Stock Exchange will
terminate on Oct. 19, 2007.

"Marathon's acquisition of Western will enable us to realize our
fully-integrated strategy to link oil sands production with heavy
oil upgrade projects at our refineries, and thereby maximize both
the recovery and value of these assets," Clarence P. Cazalot, Jr.,
president and CEO of Marathon said.  "The world-class Athabasca
Oil Sands Project provides access to total net resource of
approximately 2 billion barrels of mineable bitumen while there is
an additional 600 million net barrels of potential in-situ
resource, together providing significant future growth
opportunities."

                       About Marathon Oil

Headquartered in Houston, Texas, Marathon Oil Corp., through its
subsidiaries, engages in the exploration, refining, and
transportation of crude oil and petroleum products worldwide.
The company has principal operations in the United States, Angola,
Canada, Equatorial Guinea, Gabon, Indonesia, Ireland, Libya,
Norway and the United Kingdom.

                        About Western Oil

Based in Calgary, Alberta, Western Oil Sands Inc. (TSE:WTO)
(Other OTC: WTOIF.PK) -- http://www.westernoilsands.com/-- is  
engaged in exploiting the mining and in-situ recoverable bitumen
reserves and resources found in oil sands deposits located in the
Athabasca region of Alberta, including the Muskeg River Mine.  The
company holds a 20% undivided interest in the Athabasca Oil Sands
Project located in the Athabasca region of northeastern Alberta.  
Shell Canada Limited and Chevron Canada Limited hold the remaining
60% and 20% interests.  WesternZagros Limited, a wholly-owned
subsidiary of Western, is pursuing conventional oil and gas
exploration opportunities in the Federal Region of Kurdistan in
Northern Iraq.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Standard & Poor's Ratings Services placed its 'BB+' long-term
corporate credit rating and its 'BBB' senior secured debt rating
on Western Oil Sands Inc. on CreditWatch with positive
implications.  The action follows the diclosure that Marathon
Oil Corp. (BBB+/Stable/A-2) will acquire all of Western's common
shares outstanding for approximately CDN$6.6 billion, which
includes CDN$736.1 million of indebtedness.


WINDSWEPT:  Holtz Rubenstein Reminick Raises Going Concern Doubt
----------------------------------------------------------------
Holtz Rubenstein Reminick LLP raised substantial doubt about
Windswept Environmental Group, Inc.'s ability to continue as a
going concern after it audited the company's financial statements
for the year ended June 30, 2007.  The auditing firm pointed to
the company's losses from operations, dependence on outside
financing, and a stockholders' deficit.

The company posted a net income of $8,787,728 on $10,365,528 of
revenues for the year ended June 30, 2007, as compared with a net
loss of $20,517,190 on $32,644,415 of revenues in the prior year.

The decrease in revenue was primarily attributable to decreases of
approximately $19,921,000 of revenue from work relating to
hurricanes in fiscal 2006, $2,053,000 associated with asbestos,
lead and mold remediation, and $965,000 for emergency soil and
spill remediation.  These decreases were partially offset by an
increase of $538,000 in fire and flood remediation and $317,000 in
training and air monitoring.  While the company achieved
significant revenues in fiscal 2006 from work associated with the
aftermath of Hurricanes Katrina and Wilma, there were no
hurricanes that reached the United States in fiscal 2007 and,
accordingly, no hurricane-related work was performed by the
company.

Cost of revenues decreased $8,165,529, or 43.3%, to $10,712,428 or
103.3% of revenues for the fiscal year ended June 30, 2007 as
compared with $18,877,957 or 57.8% of revenues for the fiscal year
ended June 30, 2006.  This decrease was primarily attributable to
lower project manager and direct labor costs, including fringe
benefits $(3,215,243), costs of subcontractors $(1,928,389) and
supplies, materials and other direct costs $(3,364,347) due to no
hurricane related work, partially offset by increased depreciation
costs of $114,509.

The company's gross profit decreased by $14,113,358 to a loss of
$346,900 or 0.5% of total revenues for the fiscal year ended June
30, 2007, as compared to a profit of $13,766,458 or 42.2% of total
revenues for the fiscal year ended June 30, 2006.  The negative
gross profit was due to substantial fixed direct costs that were
not offset due to a large reduction in sales.

The company's balance sheet at June 30, 2007, showed $12,364,778
in total assets and $13,449,515 in total liabilities, resulting in
$1,084,737 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?245b

              About Windswept Environmental Group

Based in Bay Shore, New York, Windswept Environmental Group Inc.,
through its wholly owned subsidiary, Trade-Winds Environmental
Restoration, Inc. -- http://www.tradewindsenvironmental.com/--   
provides a full array of emergency response, remediation, disaster
restoration and commercial drying services to a broad range of
clients.  The company specializes in hazardous materials
remediation, microbial remediation, testing, toxicology, training,
wetlands restoration, wildlife and natural resources
rehabilitation, asbestos and lead abatement, technical advisory
services, restoration and site renovation services.


* BOND PRICING: For the Week of Oct. 15 - Oct. 19 2007
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Allegiance Tel                       11.750%  02/15/08     52
Amer & Forgn Pwr                      5.000%  03/01/30     65
Amer Color Graph                     10.000%  06/15/10     68
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     69
Archibald Candy                      10.000%  11/01/07      0
Atherogenics Inc                      1.500%  02/01/12     31
Atherogenics Inc                      4.500%  03/01/11     47
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.875%  09/15/99      5
BearingPoint Inc                      2.750%  12/15/24     73
Beazer Homes USA                      4.625%  06/15/24     75
Beazer Homes USA                      6.500%  11/15/13     75
Beazer Homes USA                      6.875%  07/15/15     74
Beyond.com                            7.250%  12/01/03      0
Big City Radio                       11.250%  03/15/05      0
Buffets Inc                          12.500%  11/01/14     71
Burlington North                      3.200%  01/01/45     54
Calpine Gener Co                     11.500%  04/01/11     37
Clark Material                       10.750%  11/12/06      0
Collins & Aikman                     10.750%  12/31/11      1
Color Tile Inc                       10.750%  12/15/01      0
Comprehensive Care                    7.500%  04/15/10     60
CompuCredit                           5.875%  11/30/35     75
Curagen Corp                          4.000%  02/15/11     69
Dana Corp                             9.000%  08/15/11     72
Decode Genetics                       3.500%  04/15/11     69
Decode Genetics                       3.500%  04/15/11     70
Delphi Corp                           6.197%  11/15/33     61
Delphi Corp                           8.250%  10/15/33     71
Delta Air Lines                       8.000%  12/01/15     75
Delta Mills Inc                       9.625%  09/01/07     15
Duquesne Light                        6.250%  08/15/35     74
Dura Operating                        8.625%  04/15/12     49
Dura Operating                        9.000%  05/01/09      2
Dyersburg Corp                        9.750%  09/01/07      0
E. Spire Comm Inc                    10.625%  07/01/08      0
Eagle Food Centr                     11.0005  04/15/05      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     68
Epix Medical Inc                      3.000%  06/15/24     74
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     16
Finova Group                          7.500%  11/15/09     18
Ford Motor Co                         6.375%  02/01/29     73
Ford Motor Co                         6.625%  02/15/28     74
Ford Motor Co                         6.625%  10/01/28     74
Ford Motor Co                         7.125%  11/15/25     74
Ford Motor Co                         7.400%  11/01/46     74
Ford Motor Co                         7.700%  05/15/97     73
Gulf States STL                      13.500%  04/15/03      0
Hines Nurseries                      10.250%  10/01/11     72
HNG Internorth                        9.625%  03/15/06     28
Ion Media                            11.000%  07/31/13     75
Iridium LLC/CAP                      10.875%  07/15/05      3
Iridium LLC/CAP                      11.250%  07/15/05      3
Iridium LLC/CAP                      13.000%  07/15/05      2
Iridium LLC/CAP                      14.000%  07/15/05      3
K Hovnanian Entr                      7.750%  05/15/13     73
K Mart Funding                        8.800%  07/01/10      8
K Mart Funding                        9.440%  07/01/18      3
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     73
Kmart Corp                            9.780%  01/05/20      0
Lehman Bros Holding                   5.850%  11/08/30     73
Lehman Bros Holding                  11.000%  10/25/17     72
Liberty Media                         3.750%  02/15/30     59
Liberty Media                         4.000%  11/15/29     65
Lifecare Holding                      9.250%  08/15/13     70
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
MediaNews Group                       6.375%  04/01/14     73
Merisant Co                           9.500%  07/15/13     75
MHS Holdings Co                      16.875%  09/22/04      0
Movie Gallery                        11.000%  05/01/12     34
Muzak LLC                             9.875%  03/15/09     54
Neff Corp                            10.000%  06/01/15     75
New Orl Grt N RR                      5.000%  07/01/32     63
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     64
Oakwood Homes                         7.875%  03/01/04     13
Oscient Pharma                        3.500%  04/15/11     63
Oscient Pharma                        3.500%  04/15/11     60
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      9
Pac-West Telecom                     13.500%  02/01/09      3
Pac-West Telecom                     13.500%  02/01/09      4
PCA LLC/PCA FIN                      11.875%  08/01/09      6
Pegasus Satellite                    13.500%  03/01/07      0
Piedmont Aviat                       10.250%  01/15/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     46
Pope & Talbot                         8.375%  06/01/13     46
Primus Telecom                        3.750%  09/15/10     68
Primus Telecom                        8.000%  01/15/14     67
Propex Fabrics                       10.000%  12/01/12     74
Pulte Homes Inc                       6.000%  02/15/35    75
Read-Rite Corp                        6.500%  09/01/04      0
Rite Aid Corp.                        6.875%  12/15/28     73
RJ Tower Corp.                       12.000%  06/01/13      2
Rotech HealthCare                     9.500%  04/01/12     64
Saint Acquisition                    12.500%  05/15/17     68
ServiceMaster Co                      7.100%  03/01/18     75
ServiceMaster Co                      7.250%  03/01/38     69
ServiceMaster Co                      7.450%  08/15/27     73
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     72
SLM Corp                              5.050%  03/15/23     74
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.350%  06/15/28     73
SLM Corp                              5.400%  03/15/23     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     72
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     71
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.550%  03/15/28     75
SLM Corp                              5.550%  03/15/29     73
SLM Corp                              5.650%  03/15/29     74
SLM Corp                              5.650%  03/15/29     71
SLM Corp                              5.650%  12/15/29     72
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/29     73
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  03/15/29     74
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  12/15/29     70
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.750%  03/15/30     73
SLM Corp                              5.800%  12/15/29     71
SLM Corp                              5.850%  09/15/29     74
SLM Corp                              5.900%  09/15/29     72
SLM Corp                              6.000%  06/15/26     75
SLM Corp                              6.000%  09/15/29     74
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  12/15/31     71
SLM Corp                              6.000%  12/15/31     73
Spacehab Inc                          5.500%  10/15/10     56
Spansion Llc                          2.250%  06/15/16     73
Standard Pac corp                     6.250%  04/01/14     72
Standard Pac corp                     7.750%  03/15/13     75
Standard Pacific                      7.000%  08/15/15     72
Standard Pacific                      9.250%  04/15/12     65
Stanley-Martin                        9.750%  08/15/15     70
Tekni-Plex Inc                       12.750%  06/15/10     71
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     63
Times Mirror-New                      7.500%  07/01/23     69
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     24
Tousa Inc                             7.500%  01/15/15     22
Tousa Inc                             9.000%  07/01/10     63
Tousa Inc                             9.000%  07/01/10     66
Tousa Inc                            10.375%  07/01/12     26
Trans Mfg Oper                       11.250%  05/01/09     50
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     70
True Temper                           8.375%  09/15/11     56
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     43
United Air Lines                     10.020%  03/22/14     50
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
Venture Holdings                     12.000%  06/01/09      0
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     65
Wachovia Corp                         9.250%  04/10/08     60
Wachovia Corp                        12.500%  03/05/08     74
Wachovia Corp                        15.500%  12/05/07     72
WCI Communities                       6.625%  03/15/15     71
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      3
William Lyon                          7.500%  02/15/14     65
William Lyon                          7.625%  12/15/12     65
William Lyon                         10.750%  04/01/13     74
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     69
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

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, 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.

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