TCR_Public/071106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 6, 2007, Vol. 11, No. 263

                             Headlines



ACURA PHARMA: Posts $2.5 Million Net Loss in Qtr. Ended Sept. 30
ADAMS SQUARE: Moody's Junks Ratings on Six Note Classes
AFFILIATED COMPUTER: S&P Keeps 'BB' Ratings Under Negative Watch
ALLEGHENY ENERGY: Earns $115 Million in Quarter Ended September 30
ALLTEL CORP: Moody's Places Corporate Family Rating at B2

APARTMENT INVESTMENT: Paying $.60/Share Dividend on November 30
APARTMENT INVESTMENT: Posts $2.3 Million Net Loss in Third Quarter
AUDIOVOX CORP: Unit Inks Pact Buying Technuity Inc. for $16.5 Mil.
BROOKLYN STRUCTURED: Poor Debt Quality Cues Moody's Ratings Review
CAP CANA: Fitch Holds "B" Rating on $250 Million Senior Notes

COSINE COMMS: Earns $127,000 in Three Months Ended September 30
COUNTRYWIDE HOME: Fitch Holds Low-B Ratings on Three Cert. Classes
DADE BEHRING: Siemens Gets 94% Tenders for Common Stock Offer
DELNET FINANCIAL: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Postpones Disclosure Statement Hearing

DELUXE CORP: Earns $32.2 Million in Quarter Ended September 30
DR HORTON: S&P Cuts Corporate Credit Rating to BB+ from BBB-
DRESSER-RAND GROUP: Earns $21.3 Million in Third Quarter of 2007
DRESSER-RAND GROUP: Inks $100 Million Alliance Pact with Repsol
E*TRADE: Moody's Junks Ratings on Two Note Classes

EAST VALLEY: Moody's Rates $275 Million Senior Notes at B1
EAST VALLEY: S&P Lowers Corporate Credit Rating to B from B+
ENRON CORP: Standard Chartered Wants Additional $2.7 Million
FAIRPOINT COMMS: Expects to Complete Verizon Merger on Jan. 31
FAIRPOINT COMMS: Posts $5.2 Mil. Net Loss in Qtr. Ended Sept. 30

FEDDERS CORP: Court Approves Brown Rudnick as Committee's Counsel
FEDDERS CORP: Panel Hires Greenberg Traurig as Delaware Counsel
FEDDERS CORP: Panel Hires Lowenstein Sandler as Special Counsel
FIRST HORIZON: Moody's Takes Rating Actions on 11 Deals
FIRST MAGNUS: Can Hire Osborn Maledon as Special Counsel

FIRST MAGNUS: Court Sets December 3 as Claims Filing Deadline
FIRST MAGNUS: Repo Claimants Can Sell Mortgages Under Amended Plan
FORD MOTOR: October Sales Up 6% in Canada; Truck Sales Up 15%
FORD MOTOR: Reaches Tentative National Labor Agreement with UAW
FORD MOTOR: UAW Ford National Council Urges Pact Ratification

FREEPORT-MCMORAN: Closes $735 Million Phelps Dodge Sale Deal
FREMONT GENERAL: Failed Ford Deal Cues Fitch to Cut Ratings
GENERAL CABLE: Closes Phelps Dodge Sale Deal with Freeport-McMoRan
GERDAU AMERISTEEL: 110 Million Shares Offering Gets Regulatory OK
GULEN ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors

HEALTH NET: Moody's Holds Ba2 Senior Unsecured Debt Rating
INNER HARBOR: S&P Lifts Ratings on Two Note Classes to BB-
INTERSTATE BAKERIES: Files Plan Based on Funding Commitment
ISCHUS SYNTHETIC: Moody's Junks Ratings on Two Note Classes
JUPITER HIGH-GRADE: Poor Debt Quality Cues Moody's to Cut Ratings

KLEROS PREFERRED: Moody's Cuts Rating on Class D Notes to Ba2
KROPPAN GROUP: Case Summary & 18 Largest Unsecured Creditors
KYPHON INC: CompleteS $4.2 Billion Merger Deal with Medtronic Inc.
KYPHON INC: Completed Merger Deal Cues S&P to Withdraw Ratings
LENNAR CORP: Weakened Credit Prompts S&P to Cut Ratings to BB+

LONDON FOG: Court Approves Amended Joint Disclosure Statement
LONDON FOG: Court Sets Dec. 13 Hearing to Confirm Amended Plan
M FABRIKANT: Disclosure Statement Hearing Scheduled Today
MAG 7: Voluntary Chapter 11 Case Summary
MASHANTUCKET WESTERN: S&P Lowers Issuer Credit Rating to BB+

MATTRESS GALLERY: To Reorganize with DIP Financing Plan
MCKINLEY FUNDING: Moody's Reviews Ba1 Rating on 18,000 Shares
MELLON RESIDENTIAL: Fitch Junks Rating on Class B4 Certificates
MERRILL LYNCH: Fitch Holds BB Rating on Class B-3 Certificates
MERRILL LYNCH: S&P Lowers Ratings on Five Certificate Classes

MOSAIC CO: Fitch Lifts Issuer Default Rating to BB+
MYSTIQUE ENERGY: Intends to Merge with a Private Company
NATIONAL EASTERN: Brings In Anthony Novak as Bankruptcy Counsel
NATIONAL EASTERN: Hires Edward O'Donnell as Special Counsel
NAVIOS MARITIME: Arm Amends Registration for IPO of Common Units

NEWFIELD EXPLORATION: Earns $83 Million in Quarter Ended Sept. 30
NEWLAND INTERNATIONAL: Fitch Rates Senior Secured Notes at BB
NORMA CDO: Moody's Junks Ratings on Four Note Classes
OPPENHEIMER HOLDINGS: To Buy CIBC U.S. Capital Markets Businesses
PACIFIC INSULATION: Case Summary & 20 Largest Unsecured Creditors

PAMPELONNE CDO: Moody's Junks Ratings on Three Note Classes
PHARMED GROUP: Proposes Procedures for Sale of Unit's Assets
PHELPS DODGE: Completes $735 Million Asset Sale to General Cable
PMA CAPITAL: Moody's Affirms Ba3 Senior Debt Rating
POPE & TALBOT: Superior Court OKs Closure of Business Operations

POPE & TALBOT: May Reject Leases Subject to 7 Days Written Notice
POPE & TALBOT: Seeks to Obtain Up to $15,000,000 in DIP Financing
PRINCETON SKI: Case Summary & 20 Largest Unsecured Creditors
PUGET ENERGY: Inks Merger Pact with Infrastructure Investors
PULTE HOMES: S&P Lowers Ratings to BB+ with Negative Outlook

QUAKER FABRIC: Benesch Friedlander OK'd as Committee Local Counsel
QUAKER FABRIC: Committee Can Hire BDO Seidman as Accountants
QUAKER FABRIC: Committee Can Hire Shumaker Loop as Counsel
QUALITY HOME: Wants AICCO Premium Financing Pact Approved
QUANTA SERVICES: Moody's Withdraws Ba3 Corporate Family Rating

QMED INC: Reports Insufficient Capital; Two Directors Resign
R&G FINANCIAL: Closes $288MM Crown Bank Stake Sale to Fifth Third
R&G FINANCIAL: Completes Restatement of 2002-2004 Annual Reports
R&G FINANCIAL: Dividend Payments on Pref. Stock & Sec. Approved
RA HENDRICKSON: Voluntary Chapter 11 Case Summary

REALOGY CORP: Highly Leveraged Capital Cues S&P to Cut Rating
RIVIERA HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $41.9 Mil.
ROCKFORD PRODUCTS: Can Hire LeBoeuf Lamb as General Counsel
ROCKFORD PRODUCTS: Court OKs BlackEagle as "Stalking Horse" Bidder
RODNEY M. LUDINGTON: Case Summary & 16 Largest Unsecured Creditors

SAGITTARIUS CDO: Moody's Junks Ratings on Six Note Classes
SAINTS MEMORIAL: Moody's Holds "Ba1" Rating on Series 1993A Bonds
SIERRA PACIFIC: Paying $0.08/Share Cash Dividend on December 12
SL COCKRELL: Voluntary Chapter 11 Case Summary
SOURCE ENTERPRISES: Clear Thinking Named as Liquidation Trustee

STACK 2007-2: Moody's Cuts Ratings on Three Note Classes to Low-B
STACK 2006-2: Moody's Junks Ratings on Three Note Classes
STACK 2007-1: Moody's Junks Ratings on Two Note Classes
STANDARD PACIFIC: Quarterly Loss Cues S&P's Rating Downgrades
STELCO INC: Compeletes Arrangement Deal With U.S. Steel Unit

STUDENT FINANCE: Pepper Hamilton Can Settle Civil Case Under Seal
TIMBERWEST FOREST: Posts $28.1MM Net Loss in Qtr. Ended Sept. 30
TIMBERWEST FOREST: S&P Withdraws Rating at Company's Request
TIMKEN CO: Declares Quarterly Dividend of 17 Cents Per Share
TIMOTHY BROWN: Voluntary Chapter 11 Case Summary

UNITEDHEALTH GROUP: Unit to Buy Fiserv Health for $775 Mil. Cash
WEBSTER CDO: Moody's Junks Ratings on Eight Note Classes
WELLCARE HEALTH: Fraud Allegations Are Being Tied to Gov't. Probe
WELLS FARGO: Fitch Took Rating Actions on Six Deals
WILLIAMS PARTNERS: Williams Deal Cues Moody's to Review Ratings

WINDSOR QUALITY: Moody's Holds Ba3 Corporate Family Rating
WIRELESS NETWORK: Case Summary & 20 Largest Unsecured Creditors
XELR8 HOLDINGS: Posts $355,279 Net Loss in 3rd Qtr. Ended Sept. 30

* Clear Thinking, Joseph Myers Appointed as Liquidation Trustee
* Finkelstein Thompson Conducts Probe on Office Depot Claims

* Large Companies with Insolvent Balance Sheets



                             *********

ACURA PHARMA: Posts $2.5 Million Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Acura Pharmaceuticals Inc. reported Friday a net loss of
$2.5 million for the third quarter ended Sept. 30, 2007, compared
to a net loss of $3.1 million for the same period in 2006.  
Included in the 2007 and 2006 quarterly results are non cash
compensation expenses of $200,000 and $900,000, respectively,
relating to the company's issued and outstanding stock options and
restricted stock units.  Additionally, the 2007 three month
results include non-cash expenses of $800,000 for losses on common
stock warrants and amortization of debt discount relating to the
company's bridge loans.

For the nine months ended Sept. 30, 2007, the company had a net
loss of $13.8 million compared to a net loss of $9.9 million in
2006.  Included in the 2007 and 2006 nine month results are a non
cash compensation expense of $900,000 and $5.0 million,  
respectively, primarily relating to the company's issued and
outstanding stock options and restricted stock units.  
Additionally, the 2007 nine month results include non-cash
expenses of $8.1 million for losses on common stock warrants and
fair value changes in conversion features, and amortization of
debt discount relating to the company's bridge loans.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$14.6 million in total assets, $5.6 million in total liabilities,
and $9.0 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c9

                       Going Concern Doubt

BDO Seidman LLP in Chicago, expressed substantial doubt about
Acura Pharmaceuticals Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

At Sept. 30, 2007, the company had cash and cash equivalents of
$12.0 million, working capital of $13.1 million, and an
accumulated deficit of $331.1 million.  Historically, the company
has incurred significant losses.

                   About Acura Pharmaceuticals

Headquartered in Palatine, Illinois, Acura Pharmaceuticals Inc.
(OTC BB: ACUR) -- http://www.acurapharm.com/-- is a specialty
pharmaceutical company engaged in research, development and
manufacture of innovative Aversion(R)(abuse deterrent) Technology
and related product candidates.


ADAMS SQUARE: Moody's Junks Ratings on Six Note Classes
-------------------------------------------------------
Moody's Investors Service downgraded seven classes of notes issued
by Adams Square Funding I Ltd., with four classes left on review
for further possible downgrade.  The notes affected by today's
rating action are:

   -- $342,000,000 Super Senior Swap

      Prior Rating: Aaa

      Current rating: Ba2 on review for possible downgrade

   -- $48,000,000 Class A Senior Floating Rate Notes Due
      December 2051

      Prior Rating: Aaa

      Current rating: Caa1 on review for possible downgrade

   -- $51,000,000 Class B-1 Senior Floating Rate Notes Due
      December 2051

      Prior Rating: Aa2

      Current rating: Caa2 on review for possible downgrade

   -- $10,000,000 Class B-2 Senior Floating Rate Notes Due
      December 2051

      Prior Rating: Aa3

      Current rating: Caa2 on review for possible downgrade

   -- $15,250,000 Class C Floating Rate Deferrable Notes Due
      December 2051

      Prior Rating: A2

      Current rating: Ca

   -- $16,000,000 Class D Floating Rate Deferrable Notes Due
      December 2051

      Prior Rating: Baa2

      Current rating: Ca

   -- $5,000,000 Class E Floating Rate Deferrable Notes Due  
      December 2051

      Prior Rating: Ba1

      Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 12, 2007 of an event of default caused by a failure of the
Class A Overcollateralization Ratio to equal or exceed 100% per
Section 5.1(h) of the Indenture, dated Dec. 15, 2006.

Adams Square Funding I, Ltd. is a hybrid collateralized debt
obligation backed primarily by a portfolio of RMBS securities, CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

A high number of recent ratings downgrades on the underlying
portfolio magnified the impact of the ratings-based haircuts,
causing the Class A Overcollateralization Ratio to fail to meet
the required level.

Upon an event of default in this transaction, a majority of the
controlling class is entitled to exercise certain remedies under
the indenture.  Liquidation of the underlying portfolio is one
possible remedy; however, it is not clear at this time whether the
controlling class will choose to exercise this option.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by the
controlling class.  Because of this uncertainty, the Super Senior
Swap, Class A, Class B-1, Class B-2, Class C, and Class D Notes
remain on review for possible downgrade pending the receipt of
definitive information.


AFFILIATED COMPUTER: S&P Keeps 'BB' Ratings Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BB' corporate credit
and senior secured ratings on Dallas-based Affiliated Computer
Services Inc. on CreditWatch with negative implications, where
they were placed on March 20, 2007.
     
The company announced that five independent directors have agreed
to resign from ACS' board at the request of its chairman.  This
follows the withdrawal of the $6.2 billion buyout offer by private
equity firm Cerberus Capital Management.
     
"We will continue to monitor developments surrounding the dispute
within the company's board of directors," said Standard & Poor's
credit analyst Phil Schrank.  "Additionally, we will discuss with
management strategic alternatives to enhance shareholder value."


ALLEGHENY ENERGY: Earns $115 Million in Quarter Ended September 30
------------------------------------------------------------------
Allegheny Energy Inc. reported net income of $115.0 million on
operating revenues of $846.6 million for the third quarter ended
Sept. 30, 2007, compared with net income of $110.2 million on
operating revenues of $816.6 million in 2006.

Net income for the third quarter of 2007 increased by
$21.0 million compared with adjusted net income of $94.0 million
for the same period in 2006.  There were no adjustments for the
third quarter of 2007.  The adjusted results for the third quarter
of 2006 exclude a $16.7 million (after-tax) benefit associated
with a change in Pennsylvania tax law, and a $500,000 (after-tax)
loss from discontinued operations.

Key factors contributing to the improved results include:

  - Operating revenues increased by $30.0 million compared to the
    third quarter of 2006, reflecting higher market prices, higher
    generation rates in Pennsylvania and increased retail sales,
    partially offset by lower generation output.

  - Fuel expense increased by $14.5 million, largely due to higher      
    coal prices.

  - Purchased power and transmission expense decreased by
    $8.1 million, primarily due to the expiration of a power sale
    agreement associated with the former Ohio territory, partially
    offset by higher costs to purchase power to serve Virginia
    customers.

  - Operations and maintenance expense increased by $4.1 million,
    reflecting a contingent consulting fee.

  - Other income increased by $7.0 million, reflecting a gain
    related to the company's La Paz, Arizona, real estate.

  - Interest expense decreased by $6.8 million.

  - Income taxes increased by $9.6 million compared to adjusted
    income tax expense for 2006, largely due to higher pre-tax
    income.

EBITDA for the third quarter of 2007 was $308.6 million, an
increase of $22.3 million compared to the same quarter of the
prior year.

"Our solid financial performance continued in the third quarter,"
said Paul J. Evanson, chairman, president and chief executive
officer of Allegheny Energy.  "Favorable market prices, higher
generation rates and increased retail sales were key drivers of
our strong results."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$9.5 million in total assets, $7.1 million in total liabilities,
$12,573 in minority interest, and $2.4 million in total
shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c3

                     About Allegheny Energy

Headquartered in Greensburg, Pennsylvania, Allegheny Energy Inc.
(NYSE: AYE) -- http://www.alleghenyenergy.com/-- owns and  
operates generating facilities and delivers electric service to
over 1.5 million customers in Pennsylvania, West Virginia,
Maryland and Virginia.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Moody's Investors Service upgraded the long-term ratings of
Allegheny Energy Inc. (senior unsecured bank facility to Ba1 from
Ba2) and its generation subsidiaries, Allegheny Energy Supply
Corporation LLC (senior unsecured to Ba1 from Ba3) and Allegheny
Generation Company (senior unsecured to Baa3 from Ba3), concluding
a review for possible upgrade that commenced on Aug. 8, 2007.  The
rating outlook for AYE, AYE Supply and AGC is stable.


ALLTEL CORP: Moody's Places Corporate Family Rating at B2
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a SGL-2 Speculative Grade Liquidity Rating to Alltel
Corporation.  In addition, Moody's assigned a Ba3 rating to the
senior secured facilities and a Caa1 rating to the senior
unsecured facilities related to the acquisition of Alltel
Communications Inc.

The new rating assignments are related to the pending acquisition
of Alltel by TPG Capital and Goldman Sachs Capital Partners.  The
outlook for the new ratings is stable.  The ratings are subject to
Moody's review of final documentation.

The A2 ratings on the existing senior unsecured notes of Alltel
Corporation remain on review for downgrade pending the
acquisition's closing.  Upon successful closing of the company's
acquisition by the consortium of private equity investors, Moody's
expects that the review for possible downgrade will be concluded
with a downgrade of the rating for the $2.3 billion existing notes
to Caa1 and a withdrawal of ratings on $400 million of notes, for
which a tender offer has commenced.

Alltel's B2 corporate family rating is constrained by the
considerable financial leverage pro forma for the buyout and an
expectation that Alltel's credit metrics, including free cash flow
to debt, will remain weak for at least eighteen to twenty-four
months following the transaction's close.  This reduced financial
flexibility could impair the company's ability to compete as
effectively as it has in the past, a risk that is further
exacerbated by the maturation of the industry.

The high leverage will require Alltel to sustain its strong
operating margins and revenue growth to generate sufficient free
cash flow to reduce debt.  Moody's estimates that the company's
total adjusted debt to EBITDA will approximate 8x at closing
(anticipated to occur in November 2007) and will decline slightly
by year-end 2008, mainly due to earnings growth.

The main factors that help to mitigate the company's high leverage
and weak financial metrics proforma for after the buyout are the
flexibility of the proposed capital structure which provides
Alltel with the option to defer cash interest related to its $2.5
billion of PIK toggle debt, the relatively long-dated maturity of
Alltel's debt obligations, and a $1.5 billion senior secured
revolving credit facility which is expected to remain undrawn
thereby providing the company with adequate liquidity to cover its
near term obligations.  The company's strong market position,
robust operating performance, and the fact that the majority of
the company's existing management team (which has a long and
strong record of success) is expected to remain in place, are also
credit positives.

In terms of liquidity, Alltel is expected to have full
availability of its $1.5 billion committed senior secured
revolving credit facility at closing as well as approximately $550
million of cash on hand.  In addition, the company is expected to
have a $750 million delayed draw term loan to fund its
participation in the upcoming 700-MHz auction should the company
choose to partake.  The senior secured credit facilities have a
net senior secured debt to EBITDA financial maintenance covenant,
but Moody's believes there is substantial cushion (set at a ratio
of 6.75x net senior secured debt to EBITDA) and that the covenant
will not be limiting for quite some time.

The Ba3 rating on the company's senior secured facilities, 2
notches above the Corporate Family rating, reflects its priority
in the capital structure and a loss given default of LGD 2 (27%).  
The senior secured facilities are secured by a first lien pledge
of substantially all of the domestic assets and stock of the
company's subsidiaries.  The Caa1 rating on the company's senior
unsecured facilities, 2 notches below the Corporate Family rating,
reflects their effective subordination to the secured debt and a
loss given default of LGD 5 (79%) on the $7.7 billion senior
unsecured committed bridge facility. Moody's notes that the
company's existing senior unsecured notes hold the most junior
position in the company's capital structure because of their
issuance at the Holding company.

Alltel's SGL-2 speculative grade liquidity rating is based
primarily on the cash balance and the availability of external
credit capacity, the headroom under the credit facilities'
financial covenants, and PIK option on a portion of the unsecured
debt.  The SGL rating is somewhat constrained by Moody's
expectation that the company will be modestly free cash flow
negative in the first year following the acquisition and by the
lack of other alternate sources of liquidity.

The stable outlook reflects Moody's expectations that the company
will achieve modest revenue and EBITDA growth over the next
twelve-to-eighteen months as surging data usage offsets declines
in voice ARPU and that initiatives designed to improve Alltel's
cost structure and optimize its capital deployment will be quickly
successful.  Nevertheless, cash flow, financial leverage and
interest coverage are expected to remain weak for the rating
category during this period.  Moody's notes that execution risk
associated with cost reduction plans may be elevated as a result
of the new ownership structure and high financial leverage.

Given Alltel's high leverage and weak credit metrics pro forma for
the buyout, downward ratings pressure could develop with a
moderate decline in profitability or any operational shortfall.
Moody's notes that should the company utilize what we estimate is
its entire capacity in the upcoming 700-MHz spectrum auction,
scheduled for January 2008, its balance sheet will be further
weakened and its liquidity pressured.

Weak credit metrics make a ratings upgrade unlikely in the near
term.  Over the intermediate term, the ratings could be upgraded
if Alltel is able to achieve favorable revenue, earnings and free
cash flow growth such that debt reduction could be expected to
steadily accelerate.

These ratings are assigned:

   -- Corporate Family Rating (to Alltel Corporation) -- B2

   -- Probability of Default Rating (to Alltel Corporation) --
      B2

   -- Speculative Grade Liquidity Rating (to Alltel
      Corporation) -- SGL-2

   -- $14 billion Senior Secured Term Loan B due 2015 (to
      Alltel Communications) -- Ba3, LGD2 (27%)

   -- $1.5 billion Senior Secured Revolving Credit Facility due
      2013 (to Alltel Communications) - Ba3, LGD2 (27%)

   -- $7.7 billion Senior Unsecured Committed Bridge Facility
      (to Alltel Communications) -- Caa1, LGD 5 (79%)

This rating remain on review for possible downgrade:

   -- $2.7 billion Senior Unsecured Notes (at Alltel
      Corporation) -- A2

These ratings are withdrawn:

   -- Issuer Rating (Alltel Corporation) -- A2

   -- Short Term Rating (Alltel Corporation) -- Prime-1

   -- Senior Unsecured Debt Securities Shelf (at Alltel
      Corporation) --(P)A2

The total transaction value is about $29 billion including a $14
billion Term Loan B (49% of total LBO financing sources), a
committed bridge financing for $7.7 billion in total debt
instruments (27%), $2.7 billion of existing senior unsecured notes
(at Alltel Corporation, 8%), and $4.6 billion (16%) of common
equity contributed by equity sponsors TPG and Goldman.

Headquartered in Little Rock, Arkansas, Alltel Corporation
operates the nation's largest wireless network (by geography),
which delivers voice and data services to more than 12 million
customers in 35 states within the United States.  The company
operates predominately in tier 2, tier 3 and rural markets and is
a significant roaming partner to the 4 largest wireless providers
(AT&T Mobility, Verizon Wireless, Sprint Nextel, and T-Mobile)
mainly because of its extensive rural coverage.  In July 2006,
Alltel completed the spin-off of its wireline telecommunications
business and the merger of that wireline business with Valor
Communications.


APARTMENT INVESTMENT: Paying $.60/Share Dividend on November 30
---------------------------------------------------------------
Apartment Investment and Management Company disclosed last week
that its Board of Directors declared a regular quarterly dividend
of $0.60 per share on its Class A Common Stock for the quarter
ended Sept. 30, 2007.  The dividend is payable on Nov. 30, 2007,
to shareholders of record on Nov. 16, 2007.

Headquartered in Denver, Colorado, Apartment Investment and
Management Company (NYSE: AIV) -- http://www.aimco.com/-- is a  
real estate investment trust that owns and operates a
geographically diversified portfolio of apartment communities
through 19 regional operating centers.  Aimco, through its
subsidiaries and affiliates, is the largest owner and operator of
apartment communities in the United States with 1,194 properties,
including 206,217 apartment units, and serves approximately
750,000 residents each year.  Aimco's properties are located in 47
states, the District of Columbia and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings affirmed Apartment Investment & Management Company's
$823.5 million preferred stock at 'BB+'.  The Rating Outlook is
Stable.


APARTMENT INVESTMENT: Posts $2.3 Million Net Loss in Third Quarter
------------------------------------------------------------------
Apartment Investment and Management Company reported Friday a net
loss of $2.3 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $24.9 million in the third quarter of
2006.  The reduction in net loss in the third quarter 2007
resulted from various items including: a change in accounting for
tax credit arrangements in the third quarter 2006, which resulted
in a non-recurring charge to earnings of $14.4 million, higher
property net operating income of $3.9 million, and lower general
and administrative expenses of $3.1 million.  

Funds from Operations was $80.2 million compared with
$74.3 million in the third quarter 2006.  

Adjusted funds from operations was $55.9 million, compared with
$57.6 million in the third quarter of 2006.  AFFO includes
deductions for capital replacement expenditures in the third
quarter 2007 and the third quarter 2006, respectively.

Chairman and chief executive officer Terry Considine comments:
"Aimco's property operations team achieved solid results with
same-store occupancy of 94.8%, year-over-year revenue growth of
4.2% and NOI growth of 4.9%.  Most of our markets performed well
and met our expectations; however, Florida was softer than we had
anticipated.  Our redevelopment team currently has 53 conventional
projects underway and is on track to invest a total of
$300 million dollars in conventional redevelopment projects in
2007 and a similar amount next year."

                          Debt Activity
    
During the third quarter 2007, Aimco closed 59 property
loans generating gross proceeds of $600.3 million at a weighted
average interest rate of 6.26%.  This included refinancing
$297.6 million in existing mortgage loans, reducing the average
interest rate from 6.64% to 6.43%.  After repayment of existing
property debt, transaction costs and distributions to limited
partners, Aimco's share of net proceeds was $258.3 million.  At
quarter-end, Aimco's corporate debt balance was $550.0 million, up
from $540.0 million at year-end 2006, and carried a weighted
average interest rate of 6.93%.  The balance on Aimco's revolving
credit facility was $75.0 million and total dry powder at quarter
end was more than $600.0 million.
    
During the third quarter 2007, the company amended its corporate
credit agreement to increase its revolving debt capacity by
$200.0 million with the same maturity and pricing terms as the
existing $450.0 million revolving credit facility.  The amendment
also provided for an additional $75.0 million term loan that bears
interest at a rate of LIBOR plus 1.375%, which is 12.5 basis
points less than the existing $400.0 million term loan.  The
proceeds from the additional term loan were used to repay
outstanding revolving loans.  
    
As of Sept. 30, 2007, Aimco had $7.3 billion of consolidated debt
outstanding (excluding other borrowings), of which $5.6 billion
was fixed rate mortgage debt and $1.7 billion was floating rate
debt.  The floating rate debt included $550.0 million of corporate
debt, $704.6 million of tax-exempt bonds, and $485.5 million of
other property loans.  In addition, Aimco had $100.0 million of
floating rate preferred stock.  Other borrowings of $65.0 million
at quarter-end consisted primarily of unsecured notes payable and
obligations under sale and leaseback arrangements accounted for as
financings.  

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$10.52 billion in total assets, $8.08 billion in total  
liabilities, and $403 million in minority interests, and
$2.04 billion in total shareholders' equity.

                    Repurchase of Common Stock

During the third quarter 2007, Aimco repurchased approximately 1.2
million shares of its Class A Common Stock at an average price of
$41.71 per share for a total cost of $49.1 million, bringing
year-to-date 2007 common stock repurchases to 3.4 million shares
at an average price of $51.27 per share for a total cost of
$175.4 million.  

                  Redemption of Preferred Stock

On Sept. 30, 2007, Aimco redeemed the 1,904,762 outstanding shares
of its privately held 8.1% Class W Cumulative Convertible
Preferred Stock.  The aggregate redemption price of $104.0 million
included a redemption price per share of $53.55 (102% of the
$52.50 per share liquidation preference) plus approximately $1.06
per share of accumulated, accrued and unpaid dividends through the
redemption date.

                    About Apartment Investment

Headquartered in Denver, Colorado, Apartment Investment and
Management Company (NYSE: AIV) -- http://www.aimco.com/-- is a  
real estate investment trust that owns and operates a
geographically diversified portfolio of apartment communities
through 19 regional operating centers.  Aimco, through its
subsidiaries and affiliates, is the largest owner and operator of
apartment communities in the United States with 1,194 properties,
including 206,217 apartment units, and serves approximately
750,000 residents each year.  Aimco's properties are located in 47
states, the District of Columbia and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings affirmed Apartment Investment & Management Company's
$823.5 million preferred stock at 'BB+'.  The Rating Outlook is
Stable.


AUDIOVOX CORP: Unit Inks Pact Buying Technuity Inc. for $16.5 Mil.
------------------------------------------------------------------
Audiovox Corporation's subsidiary, Audiovox Accessories
Corporation, has signed a definitive agreement to acquire
Technuity Inc. for a purchase price of $16.5 million, plus the
repayment of $4 million of debt and an earn-out if certain sales
and gross profit margin targets are met.
    
"This latest acquisition will further strengthen our accessories
product lines and core offerings to our customers," Patrick
Lavelle, president and CEO of Audiovox Corporation stated.  
"Energizer's highly recognized consumer brands -- Energizer, known
for the 'Energizer Bunny' and Eveready brand -- hold the top two
market positions in every category in which it competes and
coupled with our previous acquisitions of Terk, RCA and Oehlbach,
make Audiovox a significant player in the accessories market."
    
"We expect this deal to add in excess of $30 million to our annual
sales and at higher margins than our core business,"
Mr. Lavelle continued.  "This business is growing and will be
accretive to our bottom line.  We intend to continue to pursue
strategic acquisitions within our core competencies that
can generate higher and sustainable returns for our shareholders
over the long-term."
    
The company expected to close this acquisition on Nov. 1, 2007.

                       About Technuity Inc.

Headquartered in Indianapolis, Indiana, Technuity Inc. --
http://www.technuity.com/-- is into battery and power products  
industry.  The company designs, manufactures, and markets licensed
accessories products, including batteries, carrying cases, and
accessoriescfor imaging, computing, communication, and
entertainment devices.  Technuity is also the exclusive licensee
of the Energizer brand in North America, marketing Energizer-
branded products for rechargeable batteries and battery packs for
camcorders, cordless phones, digital cameras, and DVD players,
well as for power supply systems, automatic voltage regulators and
surge protectors.  The Company has built a blue chip client base
in the Big Box retail channel, supplying its products to Best Buy,
Circuit City, and Wal-Mart, among others.
   
                         About Audiovox

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

                          *     *     *

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


BROOKLYN STRUCTURED: Poor Debt Quality Cues Moody's Ratings Review
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Brooklyn
Structured Finance CDO, Ltd. on review for possible downgrade:

   -- $890,000,000 Class A1S Senior Floating Rate Notes Due
      2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $40,000,000 Class A1J Senior Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $35,000,000 Class A2 Senior Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade the following notes:

   -- $14,000,000 Class A3 Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A2

      Current Rating: Baa3, on review for possible downgrade

   -- $11,000,000 Class B Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

   -- $3,500,000 Class C Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Ba2

      Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CAP CANA: Fitch Holds "B" Rating on $250 Million Senior Notes
-------------------------------------------------------------
Fitch Ratings affirmed the 'B' rating on Cap Cana S.A.'s
$250 million senior secured notes.  In addition, Fitch  assigned a
preliminary rating of 'B-' to the expected issuance of $500
million in additional senior secured notes.

Fitch's affirmation on the existing $250 million notes
contemplates a change to the terms of certain covenants in the
indenture relating to the incurrence of additional debt.  It also
reflects the expected increase in Cap Cana's leverage after the
proposed $500 million issuance of additional senior secured notes.

Cap Cana's principal activity is the development, construction,
operation and administration of a tourist and leisure resort
community project in the Dominican Republic.  When fully
developed, the project will be anchored by six championship golf
courses (of which three are Jack Nicklaus Signature courses), the
largest inland marina in the Caribbean, several luxury hotels,
more than 10,000 housing units, and numerous sports facilities,
along with high-end stores, restaurants, spas, and entertainment
complexes.

To date, Cap Cana has experienced tremendous success in terms of
sales of real estate properties and construction within the
project. Accumulated investment in the project is now over $340
million and total sales revenue amounts to over $1 billion.

Cap Cana's first golf course, Punta Espada, commenced operations
this past year and is scheduled to host a PGA Champions Tour Event
in 2008.  Cap Cana has also signed a licensing agreement with
Trump Marks Real Estate LLC to brand sales of certain real estate
properties.  Trump-branded sales of Farallon cliff-side lots
proceeded to total about
$289 million in one day.

Additionally, Cap Cana has signed a licensing and management
agreement with the Ritz-Carlton Hotel Company for the management
of a hotel expected to begin construction in 2008 and begin
operating in 2010.  Recently, Cap Cana has hired Parsons
International, one of the largest management, construction, and
engineering companies in the world as Project Manager.

A material security package backs the notes in the event of a
corporate default.  Both the $250 million issuance and the
proposed $500 million issuance will be secured by a first-priority
mortgage over unencumbered real estate property, as well as
receivables related to the sale of individual property units.  The
specific real estate that will give rise to receivables is clearly
defined and completely separated between the two issuances:

   -- First-mortgage liens on land equal to a minimum of 200%
      of the outstanding debt secures the $250 million
      issuance.  The proposed new issuance will be backed 150%
      by first-mortgage liens.

   -- Receivables arising from the sale of real estate
      properties will equal 125% of the outstanding debt from
      the $250 million issuance. The notes expected to be
      issued will be backed by 120% in receivables.

Currently, the $250 million issuance is fully collateralized with
about $350 million in eligible receivables under Trustee control.  
Phase I products that could give rise to eligible receivables to
collateralize the $250 million issuance are nearly fully sold out.  
Delivery on many of these units will begin in early 2008, with
this issuance expected to be fully collateralized by post-
construction receivables by the end of 2008.

Phase II products, which will give rise to eligible receivables
backing the proposed issuance, include: sales at the Trump Condo
Hotel, condominium units at Las Iguanas, which will be adjacent to
a new Jack Nicklaus Signature course of the same name, and certain
residences within the Green Village development that were not part
of Phase I.

The structure backing these issuances adds significant investor
protections in two forms:

   -- Cash flow controls that will reduce project execution
      risks.

   -- Bond proceeds sized to the remaining construction costs
      will be held in escrow and only released upon the
      achievement of construction milestones.  Additionally, a
      6-month debt service reserve will be fully funded from
      proceeds.

Major risks considered in the ratings of the two issuances by Cap
Cana remain two-fold.  First, sales of future units must be
realized in order to collateralize the transaction and generate
additional working capital and general liquidity for the project.  
Second, construction on individual units must be completed.

Fitch believes these risks to be consistent with the expected 'B-'
rating on the new issuance and the current 'B' rating on the
outstanding notes.  The ratings differential is explained by
significantly different sales and construction risk profiles
between the issuances and a loosening of the collateralization
requirements for the new issuance.  Independent engineer reports
were used to facilitate modeling assumptions, which incorporated
downside analysis regarding real estate valuations as well as
construction costs.

Fitch currently has a 'B' Long Term Issuer Default Rating for the
Dominican Republic with a Positive Outlook.


COSINE COMMS: Earns $127,000 in Three Months Ended September 30
---------------------------------------------------------------
CoSine Communications Inc. reported net income of $127,000 for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$225,000 for the same period last year.

Effective Dec. 31, 2006, the company ceased all customer service
operations and, accordingly, there were no revenues recognized for
the three and nine month periods ended Sept. 30, 2007.  Revenues
for the three and nine month periods ended Sept. 30, 2006, were
$134,000 and $1.2 million, respectively, all of which was earned
from service contracts.

General and administrative expenses were $175,000 and $542,000 for
the three and nine month periods ended Sept. 30, 2007, as compared
to $295,000 and $906,000 for the three and nine month periods
ended Sep. 30, 2006, respectively.  The decrease from 2006 to 2007
was due to cost savings resulting from ceasing the company's
customer support services as of Dec. 31, 2006, and outsourcing the
executive, financial and administrative support services and
personnel requirements to SP Corporate Services LLC, effective as
of July 1, 2007.

For the three month and nine month periods ended Sept. 30, 2007,
interest income and other income was $302,000 and $885,000,
respectively, as compared to $302,000 and $996,000 for the three
month and nine month periods ended Sept. 30, 2006.  The decrease
in other income for the nine months ended Sept. 30, 2007, is due
primarily to the $180,000 one-time sale of patents in the prior
year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$23.1 million in total assets, $290,000 in total liabilities, and
$22.8 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 28, 2007,
Burr, Pilger & Mayer LLP expressed substantial doubt about CoSine
Communications Inc.'s ability to continue as a going concern after
auditing the firm's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's actions in September 2004 to terminate most of its
employees and discontinue production activities in an effort to
conserve cash.

                   About CoSine Communications

Based in San Jose, California, CoSine Communications, Inc. (OTC:
COSN.PK) -- http://www.cosinecom.com/ -- used to be a provider of
carrier network equipment products and services, until the fourth
quarter of 2004 when it decided to discontinue these product
lines.  In 2006, the company completed the wrap-up of its carrier
services business.  The company also sold the remaining assets of
its carrier network products business with the sale of its patent
portfolio in March 2006 and the sale of the rights to the related
intellectual property in November 2006.


COUNTRYWIDE HOME: Fitch Holds Low-B Ratings on Three Cert. Classes
------------------------------------------------------------------
Fitch Ratings took rating actions on these CWMBS (Countrywide Home
Loans) Inc. transactions:

CWMBS 2002-19

   -- Class A affirmed at 'AAA'.

CWMBS 2002-22

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B-1 affirmed at 'AAA';
   -- Class B-2 affirmed at 'AA';
   -- Class B-3 affirmed at 'A';
   -- Class B-4 affirmed at 'BB'.

CWMBS 2002-25

   -- Class A affirmed at 'AAA'.

CWMBS 2002-26

   -- Class A affirmed at 'AAA'.

CWMBS 2002-27

   -- Class A affirmed at 'AAA'.

CWMBS 2002-31

   -- Class A affirmed at 'AAA'.

CWMBS 2002-32

   -- Class A affirmed at 'AAA'.

CWMBS 2002-34

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'AA-';
   -- Class B-3 affirmed at 'A-';
   -- Class B-4 affirmed at 'BB+'.

CWMBS 2002-35

   -- Class A affirmed at 'AAA'.

CWMBS 2002-36

   -- Class A affirmed at 'AAA';
   -- Class M affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'AA-';
   -- Class B-3 affirmed at 'BBB+';
   -- Class B-4 affirmed at 'BB-'.

CWMBS 2002-38

   -- Class A affirmed at 'AAA'.

CWMBS 2002-J4

   -- Class A affirmed at 'AAA'.

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to prime borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the October 2007 distribution date,
the above transactions are seasoned from 59 (series 2002-38) to 61
(series 2002-19) months.  The pool factors (current mortgage loan
principal outstanding as a percentage of the initial pool) range
from 7% (series 2002-J4) to 30% (series 2002-38).  The loans are
master serviced by Countrywide Home Loans Servicing LP (rated
'RMS2+' by Fitch).

The affirmations, affecting about $1.08 billion of outstanding
certificates, reflect a stable relationship between credit
enhancement and future loss expectations.


DADE BEHRING: Siemens Gets 94% Tenders for Common Stock Offer
-------------------------------------------------------------
The depositary for the tender offer advised Siemens AG that as of
Oct. 31, 2007, the expiration of the tender offer, an aggregate of
approximately 72,989,428 shares of common stock of Dade Behring
had been validly tendered and not withdrawn which, together with
approximately 2,663,344 shares to be tendered under guaranteed
delivery procedures, represents approximately 94% of the
outstanding common stock of Dade Behring.

Siemens intended to accept all validly tendered shares of Dade
Behring, ss the cash tender offer expired at 12:00 midnight  
Siemens expects to close the transaction on or about Nov. 6, 2007.
    
After closing, Dade Behring will be integrated in the existing
business of Siemens Medical Solutions Diagnostics, a wholly owned
subsidiary of Siemens Medical Solutions USA Inc.
    
"Becoming the leader in the laboratory diagnostics market enables
Siemens to offer its customers a comprehensive portfolio of
innovative solutions across the whole healthcare continuum - from
prevention to diagnosis, to therapy and care," Erich R. Reinhardt,
member of the Managing Board of Siemens AG and president and CEO
of Siemens Medical Solutions (Med), said.

"There is no other company that can bring together the entire
medical imaging, laboratory diagnostics and clinical IT value
chain under one roof, Mr. Reinhardt added.  "Siemens alone can
offer opportunities for the integration of such a comprehensive
range of technology, workflows and information that will help our
customers deliver an improved quality of patient care at
reduced costs."
    
"With its strong position in the field of clinical chemistry, Dade
Behring complements our existing laboratory business,"
Mr. Reinhardt further explained.  "Plus, its unique, fully
integrated IT platforms for combining chemistry and
immunodiagnostics dramatically improve laboratory workflow,
supporting Siemens' commitment to partner with its customers to
deliver increased efficiency throughout the healthcare
enterprise."
    
"Diagnostic testing plays a critical role in providing high
quality health care.  Together with Dade Behring, Siemens Medical
Solutions Diagnostics is well-positioned to lead the way in
bringing new capabilities to the diagnostics industry," Jim Reid-
Anderson, currently chairman, president and CEO of Dade Behring,
said.  

Mr. Reid-Anderson will lead the Siemens Medical Solutions
Diagnostics global business that has nearly 15,000 employees.
Jochen Schmitz will remain chief financial officer.
Primary offices of the company will be located in Deerfield,
Illinois - the current headquarters of Dade Behring.
    
                         About Siemens

Siemens AG (Berlin and Munich) -- http://www.siemens.com/--    
provides electrical engineering and electronics products and
services in over 190 countries.  The company has around 475,000
employees working to develop and manufacture products, design and
install systems and projects, and tailor a wide range of services
for individual requirements.  Founded more than 160 years ago, the
company focuses on the areas of Information and Communications,
Automation and Control, Power, Transportation, Medical, and
Lighting.  

                   About Dade Behring Holdings

Headquartered in Deerfield, Illinois, Dade Behring Holdings Inc. -
- http://www.dadebehring.com/-- engages in the manufacture and  
distribution of diagnostics products and services to clinical
laboratories.

                          *     *     *

Moody's Investors Service placed Dade Behring Inc.'s long term
corporate family rating at 'Ba1' in April 2005.  The rating still
holds to date with a stable outlook.


DELNET FINANCIAL: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Delnet Financial, Inc.
        17821 East 17th Street
        Suite 145
        Tustin, CA 92780

Bankruptcy Case No.: 07-13667

Type of Business: The Debtor filed for Chapter 11 protection on
                  March 22, 2001 (Bankr. C.D. Calif. Case No.
                  01-12290).

Chapter 11 Petition Date: November 2, 2007

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Department Water & Power         Utility Bills             $100
P.O. Box 30808
Los Angeles, CA 90030


DELPHI CORP: Postpones Disclosure Statement Hearing
---------------------------------------------------
Delphi Corp. has asked the U.S. Bankruptcy Court for the Southern
District of New York to adjourn until later this month a hearing
currently scheduled for Nov. 8 to consider potential amendments to
its Joint Plan of Reorganization and related Disclosure Statement
as well as a proposed amendment to the Company's Investment
Agreement.

The purpose of the adjournment is to continue discussions with
Delphi's Statutory Committees, both of which filed objections on
Nov. 2 to the Disclosure Statement and Investment Agreement
amendment approval motions, and other stakeholders, some of which
also filed objections.

The adjournment is also required because Delphi does not currently
believe that all of the conditions to the effectiveness of the
Investment Agreement amendment will be satisfied prior to the
scheduled commencement of the Nov. 8 hearing.

Delphi continues to expect that it will emerge from chapter 11
during the first quarter of 2008.  

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

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

The Debtors' exclusive plan-filing period expires on
Dec. 31, 2007.  On Sept. 6, 2007, the Debtors filed their
Chapter 11 Plan of Reorganization and a Disclosure Statement
explaining that Plan.

(Delphi Bankruptcy News, Issue No. 94; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


DELUXE CORP: Earns $32.2 Million in Quarter Ended September 30
--------------------------------------------------------------
Deluxe Corp. reported net income of $32.2 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$31.2 million for the third quarter of 2006.  The improvement in
net income was due to improved operating  performance partially
offset by a higher effective tax rate in 2007.

Revenue for the quarter was $388.6 million compared to
$398.1 million during the third quarter of 2006.  Small Business
Services revenue was $8.3 million lower due to the first quarter
sale of the company's industrial packaging product line, which
accounted for $51 million in annual revenue in 2006, partially
offset by the October 2006 acquisition of the Johnson Group.
Financial Services revenue decreased $700,000 while Direct Checks
revenue decreased $500,000.

"Continued stabilization in the revenue of our personal check
businesses combined with further success on our cost savings
initiatives allowed us to stay on track with our transformation
and report strong results for the quarter," said Lee Schram, chief
executive officer of Deluxe.  "We continue to find new
opportunities to pursue and are pleased to announce we now have
plans in place to achieve an additional $75 million in cost
savings, which we expect to realize during 2008 and 2009."

Operating income was $60.7 million, compared to $57.2 million in
the third quarter of 2006.  Operating margin was 15.6% of revenue
compared to 14.4% in the prior year.  The operating margin
increase was driven by improved gross margin and lower SG&A
expense.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.45 billion in total assets, $1.43 billion in total liabilities,
and $24.5 million in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $418.9 million in total current
assets available to pay $554.8 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c5

                         Business Outlook

The company stated that on a full year basis, revenue is expected
to be between $1.608 billion and $1.615 billion, and diluted EPS
is expected to be between $2.75 and $2.80.  The company also
stated that it expects operating cash flows to be between
$240 million and $250 million in 2007.

"Our operating cash flow in the quarter was better than expected.
We repurchased $3 million of common stock in the quarter and,
earlier this month, we satisfied our $325 million debt maturity on
schedule," Schram stated.  "We are confident that as we continue
to execute in the fourth quarter, we can close the year with
strong progress and financial returns."

                          About Deluxe

Headquartered in St. Paul, Minnesota, Deluxe Corporation (NYSE:
DLX) -- http://www.deluxe.com/-- through its industry-leading  
businesses and brands, helps financial institutions and small
businesses better manage, promote, and grow their businesses.  The
company uses direct marketing, distributors, and a North American
sales force to provide a wide range of customized products and
services: personalized printed items (checks, forms, business
cards, stationery, greeting cards, labels, and retail packaging
supplies), promotional products and merchandising materials, fraud
prevention services, and customer retention programs.  The company
also sells personalized checks and accessories directly to
consumers.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Deluxe Corp. to stable from negative.  Ratings on the company,
including the 'BB-' corporate credit rating, were affirmed.


DR HORTON: S&P Cuts Corporate Credit Rating to BB+ from BBB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on D.R. Horton Inc. to 'BB+' from
'BBB-' and lowered its subordinated debt rating on Horton to 'BB-'
from 'BB+'.  The outlook remains negative.  The rating actions
affect approximately $3.8 billion in rated securities.
      
"The downgrades reflect our expectation that Horton's operating
and financial performance are increasingly vulnerable to
deteriorating housing market and macroeconomic conditions," said
credit analyst Elizabeth Campbell.  "The spike in cancellation
rates Horton recently reported impede the company's efforts to
reduce its overall and speculative inventory levels, which remain
the highest of our rated builders."
     
Ms. Campbell added that mortgage market challenges and resultant
credit tightening are likely to disproportionately negatively
affect Horton's largely first-time buyer base.  Additional
challenges facing the company include rising national foreclosures
(which puts inventory on the market that will likely compete most
directly with Horton's lower price point product aimed at an
entry-level buyer base) and expected continued national home price
declines.
     
Standard & Poor's expects that Horton will face challenges in 2008
and likely into 2009 due to the continued deterioration in housing
market fundamentals overall and within the company's primary
entry-level buyer base.  S&P would revise the outlook back to
stable if management successfully pares total and speculative
inventory levels, continues to generate positive operating cash
flow, and maintains liquidity (by successfully amending its credit
facility if certain covenants require relief).  However, if the
company falls materially short of these measures, S&P will lower
the ratings further.


DRESSER-RAND GROUP: Earns $21.3 Million in Third Quarter of 2007
----------------------------------------------------------------
Dresser-Rand Group Inc. reported net income of $21.3 million
for the third quarter 2007.  This compares to a net income of
$22.9 million for the third quarter 2006.

"Consistent with the information contained in our Oct. 3, 2007
news release, there are two items which affected our third quarter
2007 results," Vincent R. Volpe, Jr., President and Chief
Executive Officer of Dresser-Rand, said.  "Costs and margin
related to deferred sales associated with the work stoppage at our
Painted Post facility were approximately
$20 million, which was higher than the originally anticipated
range of $12 million to $18 million.  As we continue to hire
permanent replacement workers and extend subcontracting, the
associated financial impact of the strike will continue to be
reduced and we believe will not be of a material nature in 2008."

"Additionally, we expected a stronger recovery in aftermarket
bookings and shipments than experienced.  This shortfall is
principally due to a delay attributable to changes in the
procurement and budgeting processes of certain national oil
company clients.  The impact of this shortfall on bookings in
the first nine months of 2007, which we believe was one of
timing rather than lost market share, was approximately $43
million compared to the corresponding nine month period in 2006.  
Excluding the specific national oil companies involved, the rest
of the aftermarket bookings have grown from US$531.5 million in
2006 to $574.4 million in 2007 or 8.1%.  We do see signs of
recovery with one national oil company with which we are presently
negotiating a three year blanket purchase agreement initially
valued at approximately US$50 million in aftermarket parts and
services.  This agreement would essentially pre-approve the
operating budget and, thereby, shorten the approval process.  We
expect this agreement to be signed in the fourth quarter of this
year.  In light of the above, we believe that the year-to-date
aftermarket sales shortfall will be at least partially recovered
in the fourth quarter."

Market conditions remain strong in both new unit and aftermarket
business segments.  In the third quarter 2007, total revenues
increased 25.5%, bookings increased 2.7% and backlog grew 48.0%
over the prior year period.

Total revenues for the third quarter 2007 of $389.3 million
increased $79.0 million or 25.5% compared to $310.3 million
for the third quarter 2006.  Total revenues for the nine months
ended Sept. 30, 2007, of $1.1 billion increased $119.1 million or
11.6% compared to revenues of US$1.0 billion for the corresponding
period in 2006.

Operating income for the third quarter 2007 was $36.4 million.
This compares to operating income of $48.4 million for the third
quarter 2006.  Third quarter 2007 operating income decreased from
the year ago quarter primarily due to the adverse impact of a work
stoppage at the company's Painted Post facility in New York State.  
The company estimates the work stoppage reduced its operating
income for the third quarter 2007 by approximately $20 million,
which includes approximately $10 million higher costs principally
for temporary workers and $10 million for margin related to
deferred sales.

Operating income for the nine months ended Sept. 30, 2007, was
$119.4 million.  This compares to operating income of
$105.8 million for the corresponding period in 2006.  Operating
income increased from the year ago nine-month period primarily due
to higher sales which was partially offset by the work stoppage at
the Painted Post facility.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, cash and cash equivalents totaled
$184.0 million and borrowing availability under the company's
$500 million senior secured credit facility was $306.6 million, as
$193.4 million was used for outstanding letters of credit.

In the first nine months of 2007, cash provided by operating
activities was $187.7 million compared to $92.1 million
for the corresponding period in 2006.  The increase of
$95.6 million in net cash provided by operating activities was
principally from changes in working capital and improved
operating performance.  In the first nine months of 2007, capital
expenditures totaled $15.0 million and the company prepaid $137.1
million of its outstanding indebtedness under its senior secured
credit facility.  As of Sept. 30, 2007, total debt was $370.0
million and total debt net of cash and cash equivalents was
approximately $186.0 million.

                  Painted Post Labor Agreement

The labor agreement covering approximately 400 represented
employees at the company's Painted Post facility in New York
expired Aug. 3, 2007.  There was no agreement reached resulting
in a continuing work stoppage.  The company implemented a
multiphase contingency plan that has been designed to allow for
uninterrupted service to its clients.  The company estimates the
work stoppage reduced its operating income for three and nine
months ended Sept. 30, 2007, by approximately $20 million,
which includes approximately $10 million in higher costs,
principally for temporary workers, and $10 million for margin
related to deferred sales.  While the work stoppage has resulted
in higher costs and deferred sales, the company maintains its
commitment to the long-term improvement of its operations and
believes any short-term adverse impacts to its business are worth
incurring for whatever period necessary to meet its long-term
objectives.

Contingency plan update:

1. Approximately 180 temporary replacement workers have been
   contracted since the first week of the work stoppage.
   Temporary workers will be reduced as the company continues
   recruiting permanent replacement workers and extends
   subcontracting.

2. The company has begun the process of operating with a
   permanent workforce in Painted Post, which currently stands
   at 75 employees.  This total includes both recently hired
   permanent workers and bargaining unit employees who have
   chosen to return to work.

3. Additionally, another twenty-five applicants have been
   offered employment and are expected to begin training in
   early November, bringing the total in-plant permanent
   workforce to approximately 100.

4. Subcontracting has grown to approximately 35% of Painted
   Post's labor hours and will continue, replacing the work of
   approximately 150 people by year-end 2007.

5. Quality products continue to be shipped starting with the
   second week of the work stoppage.

6. Production capacity will continue to ramp-up due to the
   above planned actions.

                    About Dresser-Rand Group

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:
DRC) -- http://www.dresser-rand.com/-- is among the largest  
suppliers of rotating equipment solutions to the worldwide oil,
gas, petrochemical, and process industries.  The company operates
manufacturing facilities in the United States, France, Germany,
Norway, India, and Brazil, and maintains a network of 26 service
and support centers covering more than 140 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2007,
Standard & Poor's Ratings Services assigned its "BB-" bank loan
and recovery ratings to the $500 million senior secured revolving
credit facility due 2012 of Dresser-Rand Group Inc.  The rating
has Stable outlook.


DRESSER-RAND GROUP: Inks $100 Million Alliance Pact with Repsol
---------------------------------------------------------------
Dresser-Rand Group Inc. has signed an alliance agreement with
Repsol YPF.  The agreement covers sales of all Dresser-Rand
products and services.  Dresser-Rand estimates the value of the
alliance agreement to be approximately $100 million for products
and services over the next two years.

One steam turbine project for the Tarragona (Spain) refinery
valued at approximately $13 million was secured in August 2007.  
Subsequently, in the month of October, two projects for the
Petronor Refinery (Bilbao, Spain) have been awarded with a
total value of approximately $20 million.  Dresser-Rand will
supply one process reciprocating compressor, one DATUM
centrifugal compressor and associated services.

"We're appreciative of the confidence that Repsol has placed in
Dresser- Rand," Vincent R. Volpe, Jr., president and Chief
Executive Officer of Dresser-Rand, said.  "As a new alliance
partner, we look forward to working with Repsol to provide value-
adding solutions through lowest life cycle cost for new equipment
and minimal emissions.  We're also pleased to supply equipment to
the planned refinery expansions reflecting the continued strength
of this market segment, particularly as it relates to expansion in
the European market."

Repsol-YPF's decision to enter into an alliance with Dresser-
Rand was primarily based on the company's technical capability
as well as its proposal to reduce Repsol's total cost of
ownership of their assets.  Repsol-YPF will be able to realize
considerable saving by not utilizing an EPC contractor for the
final design stages and procurement (after FEED) based on
Dresser-Rand's proprietary Corporate Product Configurator and
its Price Book e-tools.

                        About Repsol YPF
  
Repsol YPF, S.A. (IBEX: REP) is an integrated Spanish oil and
gas company with operations in 29 countries, the bulk of its
assets are located in Spain and Argentina.  Repsol S.A. is one
of the world's ten largest private oil enterprises, employing
over 30,000 people worldwide.  Repsol YPF operates five
refineries in Spain and four in Latin America and produces
chemicals, plastics, and polymers. It sells gas under the brands
Campsa, Petronor, and Repsol at more than 6,900 service stations
in Europe and Latin America.  It is one of Spain's largest sellers
of liquefied petroleum gas.

                    About Dresser-Rand Group

Headquartered in Houston, Texas, Dresser-Rand Group Inc. (NYSE:
DRC) -- http://www.dresser-rand.com/-- is among the largest  
suppliers of rotating equipment solutions to the worldwide oil,
gas, petrochemical, and process industries.  The company operates
manufacturing facilities in the United States, France, Germany,
Norway, India, and Brazil, and maintains a network of 26 service
and support centers covering more than 140 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2007,
Standard & Poor's Ratings Services assigned its "BB-" bank loan
and recovery ratings to the $500 million senior secured revolving
credit facility due 2012 of Dresser-Rand Group Inc.  The rating
has Stable outlook.


E*TRADE: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------
Moody's Investors Service placed these notes issued by E*TRADE ABS
CDO V Ltd. on review for possible downgrade:

   -- $201,000,000 Class A-1S Senior Secured Floating Rate
      Notes Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $30,000,000 Class A-1J Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa, on review for possible downgrade

      Current Rating: Aa3, on review for possible downgrade

   -- $25,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2, on review for possible downgrade

      Current Rating: Baa3, on review for possible downgrade

   -- $16,000,000 Class A-3 Deferrable Secured Floating Rate
      Notes Due 2046

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Ba3, on review for possible downgrade

   -- $13,000,000 Class B Deferrable Secured Floating Rate
      Notes Due 2046

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa1, on review for possible downgrade

   -- $4,000,000 Class C Deferrable Secured Floating Rate Notes
      Due 2046

      Prior Rating: Ba2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


EAST VALLEY: Moody's Rates $275 Million Senior Notes at B1
----------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD-4, 56%) rating to the
East Valley Tourist Development Authority's $275 million fixed
rate senior secured notes due 2015.  The Authority's B1 corporate
family rating, B1 probability of default rating and stable rating
outlook, initially assigned on July 17, 2007, were affirmed.

The Authority is an instrumentality of the Cabazon Band of Mission
Indians, a federally recognized Indian tribe.  The Authority was
formed to operate the Tribe's resort and casino business.

Proceeds from the new note offering will be used to repay a $172
million unrated interim bridge loan facility, repay
$61 million of debt incurred by the Tribe to support casino resort
projects, make a $15 million distribution to the Tribe, reimburse
the Tribe for costs related to development of the Eagle Falls Golf
Course, fund general business purposes, and pay the costs of
issuing the notes.

The ratings consider the Authority's high pro forma leverage
(about 6.2x debt/EBITDA), its small single asset profile, and the
significant amount of competition already operating in its primary
and secondary market areas.  Positive rating consideration is
given to the Authority's good historical performance in terms of
growth trends and operating margins. Also considered are the
favorable demographics and growth trends of the Southern
California gaming market.

The stable rating outlook considers the good risk reward profile
of the Authority's planned expansion projects.  It also takes into
account the expectation that cash flow growth from the Authority's
existing casino asset along with the cash flow contribution from
its new expansion projects will result in positive free cash flow
and a gradual reduction in leverage over the next several years.  
If a gradual reduction in leverage does not occur at the pace
currently anticipated as a result of competitive pressure and/or
lower than expected returns from planned expansions projects,
ratings could be negatively impacted.

The new notes will be senior secured obligations of the Authority
and rank pari passu in right of payment with all other senior debt
including a $30 million revolving credit facility that will become
effective concurrent with the new note offering.

On July 17, 2007, Moody's assigned a B1(LGD-4, 56%) to
$150 million senior secured fixed rate notes due 2015 and a
B1(LGD-4, 56%) to $140 million senior secured floating rate notes
due 2014 along with a B1 corporate family rating, B1 probability
of default rating and stable rating outlook.  The B1 rating on the
senior secured notes were previously withdrawn given the
transaction did not incur as planned and instead, the Authority
obtained an unrated interim bridge facility.

The Authority currently owns and operates the Fantasy Springs
Casino located in the Coachella Valley about 22 miles east of Palm
Springs, California.  Fantasy Springs opened in 1990.


EAST VALLEY: S&P Lowers Corporate Credit Rating to B from B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on East Valley Tourist Development Authority to 'B' from
'B+'.  The outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' issue rating
to the Authority's $275 million senior secured notes.  The
Authority is an instrumentality of the California-based Cabazon
Band of Mission Indians, through which it operates the Fantasy
Springs Resort and Casino near Palm Springs, California.  These
securities are being issued pursuant to Rule 144A of the
Securities Act of 1933 without registration rights.  Proceeds from
the issue, along with internally generated cash flow, will be used
to refinance existing debt, build a full-service spa and 150
additional hotel rooms, make improvements to the existing casino,
and fund various payments to the Cabazon Tribe.
     
S&P also have withdrawn its rating on the Authority's
$153 million senior secured bridge facility, because this
obligation will be repaid with proceeds from the senior notes
offering.
     
The downgrade reflects S&P's expectation that continued economic
moderation, particularly related to the real estate credit crunch
and elevated gas prices, has the potential to affect spending by
'locals' customers.  And given Fantasy Springs' somewhat
disadvantaged location as compared to many of
its competitors in the Coachella Valley, this property is likely
to be impacted more acutely.  In addition, considering the
proposed capital structure and the Authority's investment
schedule, credit metrics are expected to be weak over the
intermediate term.
     
"The 'B' corporate credit rating reflects the Authority's narrow
business focus operating in a single market, the existence of
well-established competition, the potential for expanded
competition, and the substantial expansion of the business beyond
its previous scope," said Standard & Poor's credit analyst Guido
DeAscanis.


ENRON CORP: Standard Chartered Wants Additional $2.7 Million
------------------------------------------------------------
Standard Chartered Bank asks the U.S. Bankruptcy Court for the
Southern District of New York to compel Enron Creditors Recovery
Corp., formerly known as Enron Corp., to pay $2.7 million to cover
the bank's claims against Enron North America Corp., Enron Power
Marketing Inc., and EPC Estate Services Inc., the Associated Press
reports.

The AP adds that the amount is on top of the $24.5 million the
bank received as part of a 2005 settlement with Enron.  The bank
claims that the settlement agreement didn't cover the claims it
had against the three Enron entities that borrowed money.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


FAIRPOINT COMMS: Expects to Complete Verizon Merger on Jan. 31
--------------------------------------------------------------
FairPoint Communications Inc. provided Friday an update on the
proposed merger with Verizon Communications Inc.  

As reported in the Troubled Company Reporter on Jan. 22, 2007,
FairPoint Communications Inc. signed definitive agreements with
Verizon Communications Inc. that will result in Verizon
establishing separate entities for its local exchange and related
business assets in the region, spinning off the capital stock of
the parent of those new entities to Verizon's stockholders, and
merging the parent with and into FairPoint.

FairPoint and Verizon are working to complete the merger as
quickly as possible after receipt of applicable regulatory
approvals.  The merger was approved by FairPoint's stockholders at
its annual meeting on Aug. 22, 2007.  If regulatory approvals are
timely received, FairPoint expects to complete the merger on
Jan. 31, 2008.

The regulatory approval process is proceeding.  The company has
submitted pre-filed testimony, answered data requests,
participated in technical conferences, presented testimony at
hearings (which have concluded) and is preparing formal briefs and
reply briefs.  There can be no assurance that regulatory approval
will be received or received on a satisfactory and timely basis.

The company has entered into settlement agreements with many
intervening parties in all three states, including rural local
exchange carriers, competitive local exchange carriers and other
wholesale carriers and electric utilities.  Many of these parties
have announced their support of the merger.  Settlement
conferences with certain other interveners continue.
    
FairPoint also received approval from the Virginia State
Corporation Commission and the Illinois Commerce Commission.

                  About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides   
communications services to rural and small urban communities
across the country.  Today, FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

FairPoint Communications Inc. carries to date Moody's Investor
Services' "B1" probability of default and long term corporate
family ratings, which were placed in January 2005 with a stable
outlook.


FAIRPOINT COMMS: Posts $5.2 Mil. Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
FairPoint Communications Inc. disclosed Friday its financial
results for the third quarter ended Sept. 30, 2007.

The company reported a net loss of $5.2 million for the three
months ended Sept. 30, 2007, compared with net income of
$6.0 million in 2006.  The net loss in the third quarter of 2007
was primarily driven by higher expenses, principally related to
the pending merger with Verizon's wireline operations in Maine,
New Hampshire and Vermont and a non-cash loss of $5.7 million
related to certain interest rate swap agreements.

Consolidated revenues for the three months ended Sept. 30, 2007
were $75.7 million, an increase of $5.0 million or 7.1%, compared
with the three months ended Sept. 30, 2006.  Operations acquired
in the last twelve months accounted for approximately $2.0 million
of the increase in total revenues.  Excluding the impact of
operations acquired in the previous twelve months, revenues
increased approximately $3.0 million, or 4.4% compared with the
third quarter of the prior year.  Items contributing to
the increase in revenues were increases in intrastate access
revenue of $2.8 million (principally due to the settlement during
the quarter of certain previously disputed access charges totaling
$4.4 million), data and internet service revenue of $1.4 million,
long distance revenue of $1.1 million and local service revenue of
$200,000.  These increases were partially offset by decreases in
interstate access revenue of $1.5 million and other revenue of
$900,000.

Adjusted EBITDA for the third quarter of 2007 was $34.6 million,
compared with $33.4 million for the same period last year.  The
increase in adjusted EBITDA is principally due to an increase in
intrastate access revenues of $2.8 million, partially offset by a
$2.1 million reduction in distributions from investments due to
the sale of the company's investment in Orange County-   
Poughkeepsie Limited Partnership in April 2007.

"Our third quarter results demonstrate our ability to maintain our
focus on our business and particularly on our customers," said
Gene Johnson, chairman & chief executive officer of FairPoint.
"Our financial results for the quarter are indicative of the hard
work our team has put forth while undertaking our proposed
acquisition of Verizon's wireline operations in Maine, New
Hampshire and Vermont.  We continue to focus on driving the
top-line, managing costs, maintaining a sound balance sheet and,
most importantly, understanding the needs of our customers."
    
Mr. Johnson, continued, "While we are experiencing substantial
resistance to our merger proposal in the region, we have earned
the support of many interveners.  Our culture is to acknowledge
objections and work diligently to satisfy them in the best
interests of our shareholders, customers and employees.  We
believe we have made a great case for the merger with considerable
investments in infrastructure, a plan for 675 new positions and
significant broadband expansion throughout Northern New England to
meet the needs of the residents and businesses of these three
states for today, tomorrow and into the future.  While there can
be no assurance that we will receive satisfactory approval orders
on a timely basis, we continue to anticipate all regulatory
approvals will be received by the end of December, allowing the
transaction to close on Jan. 31, 2008."

Net cash provided by operating activities from continuing
operations for the nine months ended Sept. 30, 2007, was
$24.2 million, a decrease of $34.8 million compared with the nine
months ended Sept. 30, 2006.  The primary driver of this decrease
in net cash provided by operating activities from continuing
operations was the $28.4 million of merger related expenses
incurred during the nine months ended Sept. 30, 2007.  The
remaining decrease is due to other changes in current assets and
liabilities.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$890.7 million in total assets, $687.1 million in total
liabilities, and $203.6 million.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24cb

                          2007 Outlook

For the full year, FairPoint continues to anticipate revenues of
$281 to $284 million. FairPoint continues to expect Adjusted
EBITDA for the full year to be $123 to $125 million.  Expected
full year capital expenditures for 2007 remain unchanged at
approximately $29 to $31 million, excluding expenditures related
to the merger.

                 About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides   
communications services to rural and small urban communities
across the country.  Today, FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

FairPoint Communications Inc. carries to date Moody's Investor
Services' "B1" probability of default and long term corporate
family ratings, which were placed in January 2005 with a stable
outlook.


FEDDERS CORP: Court Approves Brown Rudnick as Committee's Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fedders Corp.
and its debtor-affiliates' Chapter 11 cases obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
retain Brown Rudnick Berlack Israels LLP as its counsel.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Brown Rudnick is expected to:

   a) assist and advise the Creditors' Committee in its
      discussions with the Debtors and other parties in interest
      regarding the overall administration of the cases;

   b) represent the Creditors Committee at hearings to be held
      before this Court and communicating with the Committee
      regarding the matters heard and the issues raised as well
      as the decision and consideration of this Court;

   c) assist and advise the Creditors' Committee in its
      examination and analysis of the conduct of the Debtors'
      affairs;

   d) review and analyze pleadings, orders, schedules, and other
      documents filed and to be filed with this Court by
      interested parties in these cases; advise the Creditors'
      Committee as to the necessity, propriety, and impact of
      the foregoing upon these cases; and consenting or  
      objecting to pleadings or orders on behalf of the
      Committee, as appropriate;

   e) assist the Committee in preparing applications, motion,
      memoranda, proposed orders, and other pleadings as may be
      required in support of positions taken by the Committee,
      including all trail preparation as may be necessary;

   f) confer with the professional retained by the Debtors and
      other parties in interest, as well as with such other
      professionals;

   g) coordinate the receipt and dissemination of information
      prepared by and received from the Debtors' professionals,
      as well as information that may be received from other
      professionals engaged by the Committee;

   h) participate in such examinations of the Debtors and other
      witnesses as may be necessary in order to anaylze and
      determine the Debtors' assets and financial condition,
      whether the Debtos have made any avoidable transfers of
      property, or whether causes of action exist on behalf of
      the Debtors' estates;

   i) negotiate and formulate a plan of reorganization for the
      Debtors; and

   j) assist the Creditors' Committee generally in performing
      such other services as may be desirable or required for
      the discharge of the Committee's duties.

The Committee told the Court that the firm's professionals
bill:

         Professional/Designation         Hourly Rate
         ------------------------         -----------
         Robert J. Stark, Esq.               $715
         Attorneys                        $320 - $890
         Paraprofessionals                $190 - $275

To the best of the Committee's knowledge the firm is a
"disinterested" as that term is defined in Section 101(14) of
the U.S. Bankruptcy Code.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air    
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No.: 07-11182).  Its Debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors on this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDDERS CORP: Panel Hires Greenberg Traurig as Delaware Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors in Fedders
North America Inc. and its debtor-affiliates' bankruptcy cases
permission to retain Greenberg Traurig LLP as its Delaware
counsel.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Greenberg Traurig is expected to

   a. provide legal advice with respect to the Committee's
      rights, powers and duties in these cases;

   b. assist the lead counsel in preparing, filing and serving
      all necessary applications, answers, response, objections,
      orders, reports and other legal papers;

   c. represent the Committee in any matters arising in the
      cases including disputes or issues with the Debtors,
      alleged secured creditors or other creditors or third
      parties;

   d. assist the Committee in it investigation and analysis of
      the Debtors, including but not limited to, the review
      and analysis of all pleadings, claims and plans of
      reorganization that may be filed in these cases and any
      negotiations or litigation that may arise out of or in
      connection with the matters, operations and financial
      affairs;

   e. represent the Committee in all aspects of confirmation
      proceedings; and

   f. perform all other legal services for the Committee that
      may be necessary or desrirable in these proceedings.

The firm's professionals and their compensation rates are:

          Professionals                 Hourly Rates
          -------------                 ------------
          Donald J. Detweiler, Esq.        $510
          Victoria W. Counihan, Esq.       $475
          Dennis A. Meloro, Esq.           $360
          Elizabeth C. Thomas              $190

         Designations                  Hourly Rates
         ------------                  ------------
         Shareholders                    $235-$570
         Associates                      $130-$480
         Legal Assistants                 $65-$230
         Paralegals                       $65-$230

Victoria W. Counihan, Esq., a shareholder of the firm, assured 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.

Ms. Counihan can be reached at:

     Victoria W. Counihan, Esq.
     Greenberg Traurig LLP
     1007 North Orange Street, Suite 1200
     Wilmington, Delaware 19801
     http://www.gtlaw.com/

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air    
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No.: 07-11182).  Its Debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors on this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDDERS CORP: Panel Hires Lowenstein Sandler as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
the Official Committee of Unsecured Creditors in Fedders North
America Inc. and its debtor-affiliates' bankruptcy cases authority
to retain Lowenstein Sandler PC as its special litigation counsel
and conflicts counsel.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
the Committee sought to retain Lowenstein as special counsel with
regard to issues pertaining to Bank of America and Goldman Sachs
Credit Partners LP, as well as any matters where lead counsel
finds a real or potential conflict of where lead counsel and the
Committee deem it appropriate.  Lowenstein told the Court that
it intends to work closely with Saul Ewing Remick & Saul LLP,
the Committee's lead counsel.

             Issues with Bank of America and Goldman

In September 2007, the Troubled Company Reporter said, citing
Bloomberg News that the Committee had opposed the $79 million in
postpetition financing provided to Fedders by a group including
Goldman Sachs Credit Partners LP and Bank of America NA.  The
Committee called the loan "outrageously expensive" arguing that
it costs 14% over the London interbank offered rate for the term
loan and LIBOR plus 5% for the revolving credit.  In August
2007, Fedders obtained interim Court approval to borrow under
the financing agreement.

Lowenstein will bill on an hourly basis, plus reimbursement of
the actual and necessary expenses the firm incurs.  The firm's
rates are:

            Designation              Hourly Rate
            -----------              -----------
            Partners                 $400 - $725
            Counsel                  $265 - $445
            Associates               $185 - $450
            Legal Assistants          $75 - $175

Lowenstein assured the Court that it does not hold, or represent
any other entity having an adverse interest in connection with
the Debtors' cases.

The firm can be contacted at:

             Sharon L. Levin, Esq., Member
             Lowenstein Sandler PC
             65 Livingston Avenue
             Roseland, NJ 07068
             Tel: (973) 597-2500
             http://www.lowenstein.com/

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air    
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No.: 07-11182).  Its Debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors on this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FIRST HORIZON: Moody's Takes Rating Actions on 11 Deals
-------------------------------------------------------
Fitch Ratings took rating actions on these eleven First Horizon
Alternative mortgage pass-through certificates:

Series 2005-AA11

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA3

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'BB-' from 'BBB', removed from
      'Rating Watch Negative';
   -- Class B-4 downgraded to 'CCC/DR2' from 'B+';
   -- Class B-5 downgraded to 'C/DR5' from 'CCC/DR1'.

Series 2006-AA4

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CC/DR3' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'B+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-AA7

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'BBB+' from 'A';
   -- Class B-3 downgraded to 'B+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-AA8

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'A-' from 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-FA2

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'A-' from 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB', removed from
      'Rating Watch Negative';
   -- Class B-4 downgraded to 'CCC/DR2' from 'B+', removed from
      'Rating Watch Negative';
   -- Class B-5 downgraded to 'C/DR5' from 'CCC/DR2'.

Series 2006-FA3

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 downgraded to 'A-' from 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-FA5

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'AA';
   -- Class B-3 affirmed at 'A';
   -- Class B-4 affirmed at 'BBB+';
   -- Class B-5 affirmed at 'BBB';
   -- Class B-6 downgraded to 'BB-' from 'BB';
   -- Class B-7 downgraded to 'CCC/DR2' from 'B'.

Series 2006-FA6

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BBB-' from 'BBB';
   -- Class B-4 downgraded to 'B+' from 'BB';
   -- Class B-5 downgraded to 'CCC/DR1' from 'B'.

Series 2006-FA7

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 downgraded to 'BB+' from 'BBB';
   -- Class B-4 downgraded to 'CCC/DR2' from 'BB';
   -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations, affecting approximately $2.8 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
about $77.6 million of the outstanding certificates, are taken as
a result of a deteriorating relationship between credit
enhancement and expected loss.

The negative rating actions on the 2005 and 2006 vintage First
Horizon Alternative transactions are because of current trends in
the relationship between serious delinquency and credit
enhancement.  The 90+ DQ (including loans in bankruptcy,
foreclosure, and REO) for transactions with negative rating
actions ranges from 1.34% (series 2006-FA5) to 5.52% (series 2006-
AA6) of the current collateral balance.

The collateral of the above transactions with 'AA' in the series
name generally consists of adjustable-rate, first-lien, fully-
amortizing mortgage loans extended to Alt-A borrowers and secured
by first-liens on one- to four-family residential properties.  The
collateral of the above transactions with 'FA' in the series name
generally consists of fixed-rate, first-lien, fully-amortizing
mortgage loans extended to Alt-A borrowers and secured by first-
liens on one- to four-family residential properties.  The loans
were originated or purchased by and are serviced by First Horizon
Home Loan Corp., which is rated 'RPS2' by Fitch.

As of the September 2007 remittance date, the pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) of the above transactions range from 63% (series
2006-AA4) to 80% (series 2006-FA7).  In addition, the seasoning
ranges from nine months (series 2006-AA8) to 22 months (series
2005-AA11).


FIRST MAGNUS: Can Hire Osborn Maledon as Special Counsel
--------------------------------------------------------
First Magnus Financial Corporation obtained approval from the U.S.
Bankruptcy Court for the District of Arizona to employ Osborn
Maledon PA, as their special counsel.

Osborn will assist the Debtor in dealing with three more
creditors, with whom its primary bankruptcy counsel Greenberg
Traurig, LLP, may not be adverse.  The creditors are UBS A.G.,
Wells Fargo, N.A., and Bank of America, N.A.

Previously, the Debtor made a prior request to employ Osborn as
special counsel to deal with any claims or counterclaims between
the Debtor and Countrywide Home Loans, Inc., Merrill Lynch
International, Washington Mutual and National Bank of Arizona,
with whom Greenberg has a conflict of interest.  The request was
granted by the Court on Sept. 5, 2007.

Since the employment of Osborn, the Debtor has learned that the
four creditors has claims, in which Greenberg may not be adverse
because of prior representation, according to Gurpreet S. Jaggi,
president and chief executive officer of the Debtor.

Mr. Jaggi says that Osborn will provide the same services and will
be paid the same rates, plus reimbursement of the expenses, which
were approved by the Court in its prior order.  James Cross, Esq.,
at Osborn, will still serve as the lead counsel in the
representation of the Debtor, Mr. Jaggi adds.

Mr. Jaggi says that the Debtor requests that Osborn's employment
be authorized by the Court effective Sept. 5, 2007, the date when
the Court approved the Debtor's first application.

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

Thecompany filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or           
215/945-7000).


FIRST MAGNUS: Court Sets December 3 as Claims Filing Deadline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has ordered
that parties that hold or assert a claim against First Magnus
Financial Corporation arising prior to Aug. 21, 2007, to file
their proofs of claims with the Bankruptcy Clerk on or before
Dec. 3, 2007, at 4:00 p.m., Phoenix, Arizona time.

In the event a holder of a claim against the Debtor arising prior
to or which may be deemed to have arisen prior to the bankruptcy
filing fails to file a proof of claim on or before the bar date:

    -- the holder will be forever barred, estopped and enjoined
       from asserting the claims in any manner against the Debtor
       or any successor or assignee of the Debtor's property or
       interests;

    -- the Debtor will be forever discharged from all
       indebtedness or liability with respect to the claim;

    -- the holder will not be permitted to participate in any
       distribution in the Chapter 11 case on account of the
       claim or to receive further notices regarding the claim;
       and

    -- the holder will not be entitled to vote on the Plan and
       will be bound by the terms of the Plan.

These parties are not required to file proofs of claim or
interest:

     * any person who, or entity which, has already filed a proof
       of claim with the Bankruptcy Court;

     * any person or entity whose claim against the Debtor has
       been previously allowed by an order by the Court or under  
       the Plan;

     * any holder of an Interest in the Debtor; provided,
       however, that holders of Interests who wish to assert a
       claim against the Debtor that is not based solely upon
       ownership of the Interests, including, but not limited to,
       claims based on (i) unpaid distributions or dividends
       declared prior to the Petition Date or (ii) any other
       obligation of the Debtor, must file a proof of claim on or
       prior to the Claims Bar Date, unless another
       exception is provided for; and

     * any person or entity with a claim listed by the Debtor in
       its schedules of assets and liabilities, to the extent the
       claim is not scheduled as disputed, unliquidated or
       contingent, and the person or entity agrees with the
       amount and type of its claim as scheduled by the Debtor.

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

Thecompany filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or           
215/945-7000).


FIRST MAGNUS: Repo Claimants Can Sell Mortgages Under Amended Plan
------------------------------------------------------------------
First Magnus Financial Corporation amended its Plan of
Liquidation and accompanying Disclosure Statement, both filed on
Oct. 15, 2007, to (i) tweak the terms of selecting members
for, and the responsibilities of, the Advisory Board; and (ii)
provide for the appropriation of reserves for disputed claims.

First Magnus' amended plan of liquidation dated Oct. 30, 2007, did
not provide for changes to the classification and treatment of
claims and interests under the plan.

The amended plan, however, provides that Class 6 claimants --
repo participants asserting claims under repurchase agreements
with the Debtors -- may assert general unsecured claims against
the estate to the extent that the amount received on liquidation
of mortgages is less than the sum of the repurchase price
provided for in the applicable repurchase agreement subject to
any set-offs, defenses, or adverse claims of any kind assertable
by the estate or by the liquidating trustee.

Under the plan, Class 6 repo participants will have the right to
liquidate mortgages under repurchase agreements and will deliver
any excess of the market prices received on liquidation of the
mortgages over the sum of the repurchase price provided for in
the applicable repurchase agreement and all reasonable expenses
incurred in connection with the liquidation of the mortgages.

The repo participants include UBS; Merrill Lynch Bank, USA; and
Washington Mutual Savings Bank.

  -- Advisory Board and Trustees

The amended plan of liquidation, filed Oct. 30, 2007, provides
that the Official Committee of Unsecured Creditors will select
prior to the plan's confirmation all three members of the
advisory board.  The original plan had provided that the
Creditors Committee would select the two members, while the
Debtor will select one member for the advisory board.

Both the liquidating trustee and the litigation trustee will
consult with the advisory committee in connection with their
duties under the Chapter 11 case.  The amended plan specifies  
that in the event of any disagreement between either trustee and
the advisory board, the decision of the advisory board will
control, unless the amount in controversy is less than or equal
to $750,000.

As previously reported, the litigation trustee is tasked to
prosecute or settle the estate tort claims, causes of actions by
the estate against all parties, and all avoidance actions under
Sections 543 to 550 of the Bankruptcy Code.  The liquidating
trustee is tasked to liquidate the other remaining assets of the
Debtor's estate.

Morris C. Aaron, president and senior managing director of MCA
Financial Group Ltd., will be appointed as the Liquidating
Trustee on the effective date of the Plan.  The Litigation
Trustee will be named by the Creditors Committee before the
Plan's confirmation.

  -- Reserves for Disputed Claims

The amended plan provides that the liquidating trustee will
create appropriate reserves in the dividend fund to provide for
payment of disputed claims if ever the disputed claims become
allowed claims.

The Debtor did not specify the amount to be allocated for the
disputed claims.  The Debtor previously said that $16,000,000 to
$32,000,000 allocated in the "dividend fund" will be available
for payment of Class 3 general unsecured claims and Class 4
rejection claims.

Judge Marlar will convene a hearing to consider the approval of
the disclosure statement on Nov. 28, 2007 at 10:30 a.m.

The Court ruled that the last day for filing and serving written
objections to the disclosure statement is on Nov. 21, 2007.  
Copies of the written objections must be served on the counsels
for the Debtor and the Creditors Committee.  The Debtor is
required under Section 1125(b) of the Bankruptcy Code to show that
the Disclosure Statement contains "adequate information" necessary
for holders of eligible decision about whether to vote to accept
or reject the plan.

The Court ruled that the plan and disclosure statement will be
distributed by the Debtor in accordance with Rule 3017(a) of the
Federal Rules of Bankruptcy Procedure by Nov. 1, 2007.

A full-text copy of the amended plan is available for free at:

               http://ResearchArchives.com/t/s?24cc

A full-text copy of the amended disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?24cd

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.  

Thecompany filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The  
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expires on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or           
215/945-7000).


FORD MOTOR: October Sales Up 6% in Canada; Truck Sales Up 15%
-------------------------------------------------------------
Last month, Ford Motor Company of Canada, Ltd., saw overall sales
increase 6.2% to 16,902 units.  Total truck sales were up 15.1% at
13,020 units and car sales of 3,882 units mark a 15.7% decline
compared to last October.

Building on its strong sales in October, Ford of Canada disclosed
it will launch new, money-saving offers this month on most of its
2007 and 2008 models to encourage buyers to shop in Canada.

"We hear what people are saying -- they prefer to purchase in
Canada," Bill Osborne, president and CEO, Ford Motor Company of
Canada, Limited, said.  "Our sales numbers show that consumers
continue to buy in Ford showrooms across Canada.  To build on that
momentum, we'll have some exciting news about great offers coming
in November."

From the sporty Ford Escape in the small utility segment, to the
rugged F-Series work trucks, to the versatile Ford Ranger, Ford of
Canada's full spectrum of trucks, saw significant sales increases
in October.  Ford cars were not to be left behind, with the Ford
Focus, led by the newly-redesigned 2008 model, and Ford Mustang
registering sales increases this month of 17.1% and 14.3%
respectively.

"With new models like the 2008 Ford Focus featuring the industry-
exclusive Sync technology hitting showrooms now, we are confident
that we can keep growing sales with our competitive offers," Mr.
Osborne said.

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

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

                          *     *     *

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

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

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

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


FORD MOTOR: Reaches Tentative National Labor Agreement with UAW
---------------------------------------------------------------
Ford Motor Company and the United Auto Workers union have reached
a tentative agreement on a four-year national labor contract
covering approximately 54,000 represented employees in the United
States, according to Joe Laymon, group vice president, Human
Resources and Labor Affairs, Ford Motor Company.

"I'd like to take this opportunity to thank UAW President Ron
Gettelfinger, UAW Vice President Bob King and the entire UAW
national bargaining committee for all of their hard work and
professionalism over the past several months," Mr. Laymon said.  
"I would also like to thank the Ford bargaining team for its skill
and dedication during this complex and challenging set of
negotiations."

The agreement is subject to ratification by UAW members.  It
includes a memorandum of understanding to establish an independent
retiree health care trust.  Following ratification, implementation
of the memorandum of understanding is subject to approval by the
courts and satisfactory review of accounting treatment with the
Securities and Exchange Commission.

Though the parties will not discuss the specifics of the tentative
agreement until after it becomes final, Ford believes it is fair
to its employees and retirees, and paves the way for Ford to
increase its competitiveness in the United States.

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

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

                          *     *     *

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

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

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

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


FORD MOTOR: UAW Ford National Council Urges Pact Ratification
-------------------------------------------------------------
The UAW Ford National Council -- made up of delegates from more
than 55 Ford facilities across the nation -- has voted to
unanimously recommend ratification of the United Auto Workers
union's 2007 tentative agreement with Ford Motor Co.

The Council met Monday to discuss the details of the proposed
agreement with the automaker.

According to a UAW Ford Report, the agreement protects thousands
of UAW Ford jobs and helps maintain U.S. manufacturing bases to
support the communities.  Ford has also agreed to insource more
than 1,500 UAW jobs and to evaluate an additional 1,700 jobs for
insourcing.

As a result of this agreement, several Ford manufacturing
facilities that were previously identified for closure by the
company will remain open.  UAW negotiators were able to bargain
one-year extensions for two plants -- Twin Cities Assembly and
Clevelanf Casting -- slated for closure.

Ford has promised to invest $200 million in new technology and
equipment in UAW Ford stamping plants, $20 million in tool and die
plants and investment commitments on powertrain operations.

Under the agreement, economic gains total $12,904 for a typical
UAW Ford assembler during the four-year agreement.  Gains include
a $3,000 signing bonus, two 3% lump sums and one 4% lump sum.  The
agreement also maintains cost of-living protection formula.  A
portion of COLA will be diverted to fund active and retired health
care.

Ford agreed to pay $15.4 billion for retiree health care,
including $13.2 billion to establish an independent Voluntary
Employee Beneficiary Association trust.  Ford also contributes
$2.2 billion in pre-VEBA costs for retiree health care.

After a presentation on the proposed contract and a detailed
question-and-answer session, the council agreed that the agreement
covering tens of thousands of UAW Ford workers and retirees and
their families is worthy of their unanimous support.

"We're very pleased with the tremendous support the Ford National
Council has given the proposed agreement," UAW President Ron
Gettelfinger said.  "We thank them for their support of a proposed
contract that protects jobs and health care and provides real
gains in economics and benefits."

The proposed agreement was reached Nov. 3 at 3:20 a.m. after a
marathon bargaining session.  UAW members at Ford local unions
will begin contract explanation and ratification meetings this
week; voting will conclude by Monday, Nov. 12.

"Our national negotiators worked some very long hours since July
and crafted an agreement that has a lot of benefits for both
sides," UAW Vice President Bob King, director of the UAW Ford
Department, said.  "This contract will protect our jobs while
helping the company to remain a word-class manufacturer with a
strong base of employment and production here in the United
States."

A full-text copy of the UAW Ford Report summarizing the UAW
agreement with Ford is available for free at
http://ResearchArchives.com/t/s?24d3

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

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

                          *     *     *

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

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

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

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


FREEPORT-MCMORAN: Closes $735 Million Phelps Dodge Sale Deal
------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. has completed the sale of
its international wire and cable business, operated in the name
of Phelps Dodge International Corporation, to General Cable
Corporation for $735 million.  FCX expects to use the proceeds
estimated to approximate $620 million, net of taxes and other
transaction costs, to repay debt.

General Cable acquired 100% of the shares held by FCX and its
subsidiaries in the entities comprising the wire and cable
business.  PDIC operates factories and distribution centers in
19 countries throughout Latin America, Asia and Africa and is
engaged in the manufacturing and distribution of engineered
products, principally for the global energy sector.

FCX expects to record charges of up to approximately $20 million
($12 million to net income) for transaction and related costs
associated with the disposition.

                        About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces  
molybdenum, molybdenum-based chemicals, and manufacturer of wire
and cable products.

Phelps Dodge has operations in Venezuela, Thailand, China,
Netherlands, Philippines, Japan, United Kingdom, among others.

                        About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                      About Freeport-McMoran

Headquartered in Phoenix, Arizona, Freeport-McMoRan Copper & Gold
Inc. (NYSE: FCX) -- http://www.fcx.com/--  is an international   
mining company that operates large, long-lived,  diverse assets
with significant proven and probable reserves of copper, gold and
molybdenum.  FCX has a portfolio of operating, expansion and
growth projects in the copper industry and is the  producer of
molybdenum.  The Grasberg mine in Indonesia, the world's largest
copper and gold mine in terms of reserves, is the company's key
asset.  Freeport-McMoRan also operates significant mining
operations in North and South America and is developing the world-
class Tenke Fungurume project in the Democratic Republic of Congo.  
The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Moody's Investors Service revised Freeport-McMoRan Copper & Gold
Inc.'s outlook to positive and affirmed these ratings: 'Ba2'
corporate family rating; 'Ba2' probability of default rating;
'Ba3, LGD5, 80%' $6 billion senior unsecured notes.


FREMONT GENERAL: Failed Ford Deal Cues Fitch to Cut Ratings
-----------------------------------------------------------
Fitch Ratings downgraded and affirmed these ratings of Fremont
General Corporation and its subsidiaries and revised the Rating
Outlook to Negative from Evolving:

Fitch downgraded these ratings:

Fremont General Corp:

   -- Long-term Issuer Default Rating to 'CC' from 'CCC';
   -- Long-term senior debt to 'C/RR6' from 'CC/RR5';

Fremont Investment & Loan

   -- Long-term deposits to 'CCC/RR4' from 'B-/RR2';
   -- Long-term IDR to 'CC' from 'CCC';

Fitch affirmed these ratings:

Fremont General Corp:

   -- Short-term IDR at 'C';
   -- Individual Rating at 'E'
   -- Support Rating at '5';
   -- Support Floor at 'NF'.

Fremont Investment & Loan:

   -- Short-term Deposits at 'C';
   -- Short-term IDR at 'C';
   -- Individual at 'E';
   -- Support Rating at '5';
   -- Support Floor at 'NF'.

Theis rating remains unchanged:

Fremont General Financing I

   -- Preferred securities at 'C/RR6'.

The downgrade follows the company's announcement that it was
unable to reach an agreement with the Gerald J. Ford group with
respect to its investment in FMT and that discussions have
terminated.  The potential Ford investment would have provided
some additional equity capital and a seasoned management team to
endure challenges presented by the FDIC's cease and desist order.  
The rating action reflects the absence of a potential buyer,
particularly during the stressed market conditions, and the
difficulties others similar to FMT are facing.  Fitch believes,
that under the circumstances, the likelihood of a default on FMT
debt has increased.  This latest development represents a key
setback and eliminates the one variable that would have resolved
Fitch's Evolving Rating Watch through an upgrade.

The Revised Outlook to Negative reflects Fitch's ongoing concern
that the company's ability to enter into or complete any of its
strategic transactions has been compromised and will remain a
major challenge.

The Recovery Rating of FIL's deposits and FMT's outstanding debt
have also been downgraded due to the recent severe market decline
in pricing for real estate related assets, particularly subprime.  
Fitch notes that the recovery analysis is based on limited
financial information that is available publicly.  Fitch
downgraded the Recovery Rating to 'RR4' from 'RR2' for FIL's long-
term deposits reflecting a recovery 31% - 50% and average recovery
prospects given a default scenario.  Fitch also downgraded
Recovery Ratings to 'RR6' from 'RR5' for FMT's senior debt. 'RR6'
Recovery Ratings reflect poor recovery or 0% - 10%.  The Recovery
Ratings for the preferred stock (issued through Fremont General
Financing I) were maintained at 'RR6'.

FMT has elected to defer dividend payment on its trust preferred
securities issued by Fremont General Financing.  While not a bank
holding company, FMT is a holding company that engages in lending
through FIL, which is an industrial bank regulated by the FDIC and
the Department of Financial Institutions of the State of
California.


GENERAL CABLE: Closes Phelps Dodge Sale Deal with Freeport-McMoRan
------------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. has completed the sale of
its international wire and cable business, operated in the name
of Phelps Dodge International Corporation, to General Cable
Corporation for $735 million.  FCX expects to use the proceeds
estimated to approximate $620 million, net of taxes and other
transaction costs, to repay debt.

General Cable acquired 100% of the shares held by FCX and its
subsidiaries in the entities comprising the wire and cable
business.  PDIC operates factories and distribution centers in
19 countries throughout Latin America, Asia and Africa and is
engaged in the manufacturing and distribution of engineered
products, principally for the global energy sector.

FCX expects to record charges of up to approximately $20 million
($12 million to net income) for transaction and related costs
associated with the disposition.

                        About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces  
molybdenum, molybdenum-based chemicals, and manufacturer of wire
and cable products.

Phelps Dodge has operations in Venezuela, Thailand, China,
Netherlands, Philippines, Japan, United Kingdom, among others.

                      About Freeport-McMoran

Headquartered in Phoenix, Arizona, Freeport-McMoRan Copper & Gold
Inc. (NYSE: FCX) -- http://www.fcx.com/--  is an international   
mining company that operates large, long-lived,  diverse assets
with significant proven and probable reserves of copper, gold and
molybdenum.  FCX has a portfolio of operating, expansion and
growth projects in the copper industry and is the  producer of
molybdenum.  The Grasberg mine in Indonesia, the world's largest
copper and gold mine in terms of reserves, is the company's key
asset.  Freeport-McMoRan also operates significant mining
operations in North and South America and is developing the world-
class Tenke Fungurume project in the Democratic Republic of Congo.  
The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.

                       About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                          *     *     *

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

                          *     *     *

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


GERDAU AMERISTEEL: 110 Million Shares Offering Gets Regulatory OK
-----------------------------------------------------------------
Gerdau Ameristeel Corporation's registration statement has become
effective under the U.S. Securities Act of 1933 and that it has
obtained a receipt for a final prospectus from the securities
regulatory authorities in each of the provinces and territories of
Canada in connection with a proposed offering of 110 million of
its common shares.

Gerdau S.A. currently owns approximately 66.5% of the outstanding
common shares of Gerdau Ameristeel, and has agreed to purchase
approximately 73 million of the common shares from Gerdau
Ameristeel in the proposed offering.  Immediately after closing of
the offering, Gerdau S.A. will hold approximately 66.5% or
276.4 million common shares of Gerdau Ameristeel and intends to
hold these common shares for investment purposes
only.

Approximately 37 million common shares will be distributed to the
public through an underwriting syndicate.  The common shares are
being sold in the United States and Canada at a price of $12.25
per share.  The total gross proceeds will be approximately
$1.35 billion.  

Gerdau Ameristeel has granted the underwriters an option to
purchase up to an additional 5,535,750 common shares at the public
offering price, as adjusted, if applicable, for any dividends
declared and payable on the common shares prior to the exercise of
the option, less underwriting commission, within 30 days after the
closing date.

Gerdau S.A. has agreed to purchase, within two days after the
exercise of the overallotment option, a number of additional
common shares to maintain its approximate 66.5% ownership
interest, at the public offering price.  If the overallotment
option is exercised in full, total gross proceeds of the
offering will be approximately $1.55 billion.
    
The net proceeds of the offering will be used to partially repay
the loans incurred by Gerdau Ameristeel for its  
acquisition of Chaparral Steel Company, which closed on
Sept. 14, 2007.
    
J.P. Morgan Securities Inc., CIBC World Markets Corp., ABN AMRO
Rothschild LLC and HSBC Securities (USA) Inc. are acting as joint
book-running managers and Banc of America Securities LLC and BMO
Capital Markets are acting as co-managers of the offering.
    
For more information on the offering or to obtain a copy of the
supplemented prospectus relating to the offering, contact:

     J.P. Morgan Securities Inc.
     National Statement Processing, Prospectus Library
     No. 4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245
     Tel 718-242-8002

            or

     CIBC World Markets Corp.
     Attn: USE Prospectus Department
     5th Floor, 425 Lexington Avenue  
     New York, NY 10017
     Tel (866) 895-5637 (toll free)
     Email useprospectus@us.cibc.com
    
                     About Gerdau Ameristeel
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

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


GULEN ENTERPRISES: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Gulen Enterprises, Inc.
        6600 Topanga Canyon Boulevard
        No. FC8
        Canoga Park, CA 91303

Bankruptcy Case No.: 07-14261

Chapter 11 Petition Date: November 2, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Todd M. Arnold, Esq.
                  Levene, Neale, Bender, Rankin & Brill, LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Security Pacific Bank                                  $1,200,000
12121 Wilshire Boulevard
Los Angeles, CA 90025

Steve Demircift                  Loan                    $250,000
1181 Nicole Court
Glendora, CA 91740

CalAsia Construction             Construction            $200,000
Attn: CEO/President
3050 Fletcher Drive
Los Angeles, CA 90065

Jay Demircifst                   Loan                    $100,000

RGS Distributors Inc.                                     $45,000

Preferred Food Services                                   $38,000

Fotis & Son                                               $17,000

Sysco                                                      $4,300

World Wide Produce                                         $4,000

The Gas Company                                            $2,000

LA DWP                                                     $2,000

Ari's Wholesale LLC                                        $2,000

Eugen Libof                                                $1,850

Sprint                                                       $500

AT&T                                                         $300

Cintas                                                       $100

Aramark Uniform Service                                      $100

Western Exterminator                                          $95

Westfield c/o Brian D. Huben                              Unknown


HEALTH NET: Moody's Holds Ba2 Senior Unsecured Debt Rating
----------------------------------------------------------
Moody's Investors Service affirmed Health Net Inc.'s Ba2 senior
unsecured debt rating following the company's third quarter
earnings release.  The Baa2 insurance financial strength  rating
of Health Net of California Inc. was also affirmed.  The outlook
on the ratings is stable.

Health Net announced a third quarter 2007 net loss of
$103.8 million.  Moody's noted that these results include the full
impact of a $297 million pre-tax charge to settle three class
action law suits, along with the resolution of related regulatory
and legal issues.  The rating agency stated that without these
charges, Health Net would have posted a net gain of $112 million
in the third quarter.  These adjusted results reflect improvements
in the company's SG&A and medical loss ratios and are within
expectations for the current rating level.  Moody's anticipates
that no substantial operational issues or costs will result from
this settlement beyond what has been recorded in this quarter.

Moody's stated that Health Net's ratings could be upgraded if
annual net margins are consistently in the 3% range, annual
organic commercial membership growth is at least 2%, EBIT interest
coverage is at least 10 times, and the company's commercial
membership base becomes more geographically diversified.

Conversely, if there are continued annual losses in commercial
membership, annual net earnings margins fall below 1.5%, NAIC risk
based capital falls below 150% CAL, adjusted financial leverage
increases above 40%, Medicare/Medicaid membership exceeds 25% of
total membership, or if there is the loss of a major government
contract, the ratings may be downgraded.

Health Net, based in Woodland Hills, California, reported total
revenues of $10.5 billion for the first nine months of 2007.  As
of Sept. 30, 2007, the company had total membership of about 6.3
million (excluding Part D members) and reported shareholder's
equity of $1.8 billion.

Moody's affirmed these ratings with a stable outlook:

Health Net Inc.:

   -- senior unsecured rating at Ba2;
   -- senior unsecured debt shelf rating at (P)Ba2;
   -- senior subordinated debt shelf rating at (P)Ba3;
   -- subordinated debt shelf rating at (P)Ba3.

Health Net of California Inc.:

   -- insurance financial strength rating at Baa2.

On May 15, 2007, Moody's rated Health Net's $400 million takedown
of senior unsecured notes Ba2 with a stable outlook. The company
used the proceeds to refinance their term loan and outstanding
amounts on the credit facility.

Moody's health insurance financial strength ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.


INNER HARBOR: S&P Lifts Ratings on Two Note Classes to BB-
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
A-4A and A-4B notes issued by Inner Harbor 1999-1 Ltd., a high-
yield CBO transaction managed by T. Rowe Price, to 'BB-' from 'B-'
and removed them from CreditWatch with positive implications.
     
The upgrades on the class A-4A and A-4B notes reflect an increase
in the level of overcollateralization available to support the
notes since they were last downgraded in December 2005.  Since
that time, the transaction has paid down approximately $92.346
million to the class A-2L, A-3L, and A-3 notes, leading to their
complete paydowns.  The class A-4A and A-4B notes also received a
paydown of $3.527 million since they were placed on CreditWatch in
June 2007.  According to the Sept. 2, 2007, monthly report, which
reflects the July 16, 2007, distribution, the class A par value
ratio was 124.55%, versus the minimum required value of 110.00%.  
This shows significant improvement compared with a class A par
value ratio of 115.31% in May 2007.
   

      Ratings Raised and Removed from Creditwatch Positive
   
                    Inner Harbor 1999-1 Ltd.

                   Rating
                   ------
           Class  To     From                Balance
           -----  --     ----                -------
           A-4A   BB-    B-/Watch Pos      $25,401,000
           A-4B   BB-    B-/Watch Pos       $9,072,000


                      Oustanding Rating

                   Inner Harbor 1999-1 Ltd.
               Class      Rating         Balance
               -----      ------         -------
               B-2        CC            $5,500,000


INTERSTATE BAKERIES: Files Plan Based on Funding Commitment
-----------------------------------------------------------
Interstate Bakeries Corporation and eight of its subsidiaries and
affiliates filed their Plan of Reorganization and related
Disclosure Statement with the U.S. Bankruptcy Court for the
Western District of Missouri on Nov. 5, 2007.

The Plan is based on:

   -- the commitment by Silver Point Finance, LLC, to provide  
      IBC with up to $400 million in exit financing upon its   
      emergence from Chapter 11; and

   -- IBC's plan funding agreements to support the Plan from JP
      Morgan Chase Bank, N.A., McDonnell Investment Management
      LLC, Quadrangle Master Fund Ltd., and Silver Point
      Capital, L.P.

In addition, several additional holders of IBC's prepetition
senior secured credit facility have also signed the Plan Funding
Agreements as of Nov. 2, 2007.  In total, holders of approximately
95% of the company's prepetition senior secured credit facility
now support the Plan Funding Agreements, Craig Jung, chief
executive officer of IBC, said in a press statement.

Among other things, the Plan provides that:

   (a) the prepetition lenders' funded debt totaling
       approximately $450 million would be exchanged for
       $250 million in second lien notes, $165 million of
       convertible secured notes, and $35 million of class A
       common stock, each to be issued by Reorganized IBC;

   (b) holders of general unsecured claims would receive 25.9%
       of the outstanding shares of common stock of Reorganized
       IBC and the opportunity to participate in a rights
       offering entitling unsecured creditors to subscribe for
       an additional $50 million of class B common stock;

   (c) IBC's existing common stock would be cancelled, and
       existing shareholders would not receive any
       distribution; and

   (d) Reorganized IBC would obtain exit financing from Silver
       Point in an amount up to $400 million, consisting of a
       $120 million secured revolving credit facility, a
       $60 million senior secured term loan facility, and a
       $220 million letter of credit facility.

"The company believes that the Reorganization Plan it has filed
today provides substantial value to its creditors," Mr. Jung said.  
"We believe strongly that our Reorganization Plan is the best
alternative to maximize value for our constituents in the
bankruptcy process, build competitive advantage, and secure the
jobs of IBC employees.  It is based on our business plan, which
has been endorsed by everyone who will be involved in its
implementation going forward -- except for the Teamsters," he
continued.

IBC's request to enter into the financing and plan support
agreements will be heard at the scheduled November 7 hearing.

IBC stated that it does not intend to pursue its September 13
request seeking to extend its exclusive right to file a plan of
reorganization.  However, the effect of filing the Plan, coupled
with prior Court orders, is that third parties may not file a plan
of reorganization prior to Jan. 7, 2008, which is the date by
which IBC has the exclusive right to solicit acceptances with
respect to the Plan.

IBC has been actively seeking higher and better offers to the
proposed financing and plan support agreements and has received
interest from multiple parties regarding the opportunity to invest
in the company.  However, Mr. Jung said, all of the financing
proposals IBC has received to date require that the company reach
mutually acceptable agreements on modifications to collective
bargaining agreements with its two principal unions -- the Bakery,
Confectionery, Tobacco Workers & Grain Millers International Union
and the International Brotherhood of Teamsters -- that would make
it possible for IBC to implement its business plan.  As previously
reported, IBC has reached agreement with the BCTGM, but has yet to
reach agreement with the Teamsters.

"In light of our inability thus far to reach a mutually acceptable
agreement with the Teamsters and our ability to obtain a
substantial financing commitment despite an increasingly
challenging capital markets environment, the time is right to
invite all potential investors to come forward with their own
alternative proposals," said Mr. Jung.

To allow for the fullest range of competing offers, IBC will
permit potential investors to freely discuss proposals with other
parties, including the unions, subject to appropriate
confidentiality restrictions.

IBC believes that the auction bidding procedures, which are to be
considered by the Court at the November 7 Hearing, are broad
enough to permit any alternative proposals that may be
contemplated, but there can be no assurances that those  
procedures will be approved by the Court.

"We believe that any alternative proposal should provide even more
value for constituents and equal or better job security for all
employees in order to be acceptable to the Company and its
constituents," Mr. Jung said.

"The Teamsters on Friday announced that they are working with
Yucaipa Cos., a Los Angeles-based investment firm, and the U.S.
affiliate of Grupo Bimbo, a Mexico-based baked goods company, to
develop an alternative plan of reorganization.  Now that
management has fulfilled its obligation to put forth what we
believe is the best possible plan, we are opening the door for
others.  If Yucaipa or anyone else has a better idea about how to
help this Company emerge from Chapter 11, secure jobs, and
maximize value for creditors, we welcome the opportunity to review
the details of their proposal," said Mr. Jung.

In a pleading filed with the Court on November 2, Yucaipa
acknowledged that it had not yet developed a plan of
reorganization.  IBC noted that no specific proposal had been made
beyond Yucaipa's request for time to explore a potential
alternative plan of reorganization.  IBC said it can give no
assurances that any alternative will ultimately be proposed.

"After only eight months, I am extremely pleased to be in a
position to file the Reorganization Plan, based upon our
comprehensive business plan and with committed financing," he
continued.  "And I would like to thank once again our 25,000
employees who have continued each day to bake our bread and cake
products, deliver them to our customers, and remain focused on the
job at hand.  All of us at IBC will continue to meet our
customers' needs and operate our business normally as we work to
ultimately emerge from Chapter 11," concluded Mr. Jung.

A full-text copy of IBC's Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?24f8

A full-text copy of IBC's Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?24f9

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ISCHUS SYNTHETIC: Moody's Junks Ratings on Two Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Ischus
Synthetic ABS CDO 2006-2 Ltd. on review for possible downgrade:

   -- $575,000,000 Class A-1LA Investor Swap

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $32,000,000 Class X Notes Due January 2014

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $203,000,000 Class A-1LB Floating Rate Notes Due October
      2045

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $48,000,000 Class A-2L Floating Rate Notes Due October
      2045

      Prior Rating: Aa2

      Current Rating: Ba1, on review for possible downgrade

   -- $60,000,000 Class A-3L Floating Rate Notes Due October
      2045

      Prior Rating: A2

      Current Rating: B3, on review for possible downgrade

   -- $41,000,000 Class B-1L Floating Rate Notes Due October
      2045

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

   -- $11,000,000 Class B-2L Floating Rate Notes Due October
      2045

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


JUPITER HIGH-GRADE: Poor Debt Quality Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Jupiter
High-Grade CDO VI Ltd. on review for possible downgrade:

   -- $525,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $75,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $85,500,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $17,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $12,500,000 Class C Sixth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aa3

      Current Rating: Aa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $12,000,000 Class D Seventh Priority Senior Secured
      Deferrable Floating Rate Notes Due 2053

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $15,000,000 Class E Eighth Priority Mezzanine Deferrable
      Floating Rate Notes Due 2053

      Prior Rating: Baa2

      Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


KLEROS PREFERRED: Moody's Cuts Rating on Class D Notes to Ba2
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Kleros
Preferred Funding VII Ltd. on review for possible downgrade:

   -- $375,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $75,000,000 Class A-3 Third Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $69,000,000 Class A-4 Fourth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $41,000,000 Class B Fifth Priority Senior Secured
      Floating Rate Notes Due 2053

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $15,500,000 Class C Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2053

      Prior Rating: A2

      Current Rating: Baa1, on review for possible downgrade

   -- $14,500,000 Class D Seventh Priority Mezzanine Deferrable
      Floating Rate Notes Due 2053

      Prior Rating: Baa2

      Current Rating: Ba2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


KROPPAN GROUP: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kroppan Group, Inc.
        dba Sanger's Quality Roofing
        P.O. Box 26423
        Richmond, VA 23260

Bankruptcy Case No.: 07-34143

Type of Business: The Debtor is a roofing contractor.

Chapter 11 Petition Date: November 2, 2007

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  Cantor Arkema, P.C.
                  P.O. Box 561
                  Richmond, VA 23218-0561
                  Tel: (804) 644-1400
                  Fax: (804) 225-8706

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Provident Bank                   Line of Credit          $933,571
P.O. Box 2394
Baltimore, MD 21203

Robert P. Sanger                                         $360,554
106 CPS
New York, NY 10019

Internal Revenue Service         Federal Payroll         $154,356
Special Procedures
Support Sta.
400 North 8th Street
Richmond, VA 23240

Bradco Supply Corp.                                      $151,294

First Market Bank                Term Note               $100,000

N.B. Handy                                                $87,901

BB&T Insurance Services                                   $69,858

American Express                                          $57,242

Idearc Media Corp.                                        $47,822

Roofing & Supplies                                        $38,806

Yellow Book USA                                           $30,225

Key Equipment Finance            Teletrac Vehicle GPS     $30,128

Allied Building Products Corp.                            $19,336

Internal Revenue Service -                                $19,009
Philadelphia
Duro Last Roofing                                         $17,963

CCGSIA                                                    $15,673

CSC Sheet Metal, Inc.                                     $13,548

Ford Motor Credit                Vehicles                $220,635
                                                         Secured:
                                                         $147,090

Enterprise Fleet Services        Vehicles                 $78,195
                                                         Secured:
                                                          $61,400
  

KYPHON INC: CompleteS $4.2 Billion Merger Deal with Medtronic Inc.
------------------------------------------------------------------
Medtronic Inc. has completed its acquisition of Kyphon Inc.  Under
the terms of the agreement announced on July 27, 2007, Kyphon
shareholders will receive $71.00 per share in cash for each share
of Kyphon common stock they own.  The total value of the
transaction, including payment of Kyphon debt, was approximately
$4.2 billion.  Medtronic financed the transaction primarily using
cash on hand.

"The product lines and the geographic presence of these two
companies are highly complementary," Bill Hawkins, president and
chief executive officer of Medtronic, said.  "We expect this
acquisition to help accelerate the growth of Medtronic's existing
spinal business by extending our product offerings into some of
the fastest growing product segments and enabling us to provide
physicians with a broader range of therapies for use at all stages
of the care continuum."

"We are pleased that we were able to deliver outstanding value to
our shareholders that fully reflects Kyphon's innovation and
growth potential," Richard Mott, president and chief executive
officer of Kyphon, said.  "Combining our business with Medtronic's
Spinal business is also advantageous for our customers, their
patients and our employees.  As a part of the Medtronic
organization, we will increase our ability to meet the needs of
our clinician customers and the patients they serve with our
technologies, and our employees will have the opportunity to
become part of a larger organization with a shared vision as well
as additional career and advancement opportunities."

                     Disc-O-Tech Acquisition

Kyphon has completed its acquisition of the non-vertebroplasty
assets of Disc-O-Tech Medical Technologies, Ltd., and has entered
into a definitive agreement to divest substantially all of the
assets relating to the Disc-O-Tech Confidence product line.  The
purchaser of the Confidence assets has agreed to assume
substantially all of Kyphon's payment obligations under Kyphon's
agreements to acquire those assets.  The divestiture agreement
remains subject to regulatory clearances and other customary
conditions.

                         About Kyphon

Headquartered in  Sunnyvale, Calif., Kyphon Inc. (NASDAQ: KYPH) --
http://www.kyphon.com/-- and -- http://www.spinalfracture.com/--   
develops and markets medical devices designed to restore and
preserve spinal function and diagnose the source of low back pain
using minimally invasive technologies.  The company's products are
used in balloon kyphoplasty for the treatment of spinal
compression fractures caused by osteoporosis or cancer, in the
Functional Anaesthetic Discography(TM) procedure for diagnosing
the source of low back pain, and in the Interspinous Process
Decompression(R) for treating the symptoms of lumbar spinal
stenosis.

This concludes the Troubled Company Reporter's coverage of Kyphon
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


KYPHON INC: Completed Merger Deal Cues S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Sunnyvale, California-based Kyphon Inc.  "This follows Medtronic
Inc.'s Nov. 2, 2007, announcement that it completed its
acquisition of Kyphon Inc. for approximately $4.2 billion," said
Standard & Poor's credit analyst Jesse Juliano.

                          Ratings List
                             

  Ratings Withdrawn            To     From
  -----------------            --     ----
  Corporate credit rating      NR     B+/Positive/--
  Revolving credit facility    NR     BB (recovery rating: 1)

This concludes the Troubled Company Reporter's coverage of Kyphon
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


LENNAR CORP: Weakened Credit Prompts S&P to Cut Ratings to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lennar Corp. to 'BB+' from
'BBB'.  The rating actions affect approximately $2.2 billion of
senior unsecured notes.  Concurrently, S&P lowered the commercial
paper rating to 'B' from 'A-3'.  The outlook remains negative.
      
"The downgrades reflect weakened credit measures, Lennar's
concentration in highly competitive and oversupplied housing
markets, and the company's considerable investment in off-balance-
sheet joint ventures," said Standard & Poor's credit analyst James
Fielding.  "Somewhat offsetting these concerns are comparably low
levels of on-balance-sheet debt and a currently adequate liquidity
position."
     
The negative outlook acknowledges the potential for further
downgrades if market conditions worsen or if Lennar's liquidity
position unexpectedly weakens.  Alternatively, if market
conditions show signs of firming later next year and Lennar
demonstrates that it has scaled its operating platform to
operate profitably at sharply lower volume levels, S&P would
revise the outlook back to stable.


LONDON FOG: Court Approves Amended Joint Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved   
the amended disclosure statement explaining the amended
chapter 11 plan of liquidation jointly filed by London Fog Group
Inc., its debtor-affiliates, and the Official Committee of
Holding Unsecured Creditors.  The Court determined that the
amended joint disclosure statement contains adequate information
as that term is used in Section 1125 of the U.S. Bankruptcy Code.

Based on the Debtors' schedules, about $97 million in debt is owed
to various creditors as of the bankruptcy filing.  The Debtors'
obligations to its primary secured creditors, Wachovia Bank NA and
DDJ Capital Management LLC, have been repaid in full or otherwise
satisfied by settlement.  In addition, about $6.4 million of
"critical vendors" of Homestead and the Debtors were paid in full
during the early weeks of the cases.  The plan proponents tell the
Court that the plan does not include its debtor-affiliate,
Homestead Holdings Inc.

The Debtors have incurred certain postpetition administrative
priority obligations and most of those have been paid in the
ordinary course.  However, as of Aug. 1, 2007, about $200,000 in
administrative priority obligations have not been paid.

The Debtors have budgeted about $750,000 for anticipated costs in
connection with retention of professionals in the coming months.  
The Debtors have also budgeted about $150,000 for other costs of
its winding down.  Hence, the plan establishes a reserve to pay
for the winding down costs.

The Debtors disclose that they have approximately $5.4 million in  
cash, which includes approximately $1.9 million held in the a  
trust account at the Debtors' general bankruptcy counsel, Perkins  
Coie LLP.

Very few assets remain to be liquidated, other than those
comprising the various pending litigation matters except a
$700,000 customs bond that should be collected in the future to
release any claims against the bond.

In addition, the Debtors' estates hold a nearly $10 million
administrative claim against Homestead.

Headquartered in Seattle, Washington, London Fog Group Inc.
nka PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company
and its affiliates first filed for chapter 11 protection on
Sept. 27, 1999  (Bankr. D. of Delaware, Lead Case No. 99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.
and Alan D. Smith, Esq., at Perkins Coie LLP represent the
Debtors in their restructuring efforts.  Aron M. Oliner, Esq.,
at Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million to $100 million.


LONDON FOG: Court Sets Dec. 13 Hearing to Confirm Amended Plan
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada has
scheduled a hearing on Dec. 13, 2007, at 10:00 a.m. to consider
confirmation of the Chapter 11 plan of liquidation jointly filed
by London Fog Group Inc. and its debtor-affiliates, and the
Official
Committee of Holding Unsecured Creditors, on Sept. 21, 2007, as
amended on Oct. 31, 2007.

The plan proponents tell the Court that the plan does not include  
debtor-affiliate, Homestead Holdings Inc.

The Debtors disclose that they have approximately $5.4 million in  
cash, which includes approximately $1.9 million held in the a  
trust account at the Debtors' general bankruptcy counsel, Perkins  
Coie LLP.

                       Overview of the Plan

The plan contemplates the liquidation and dissolution of the  
Debtors' property for distribution to their creditors in  
accordance with the priority scheme under the Bankruptcy Code.

Under the plan, a disbursing agent will be appointed and will
be responsible for the administration of the Debtors' plan.  On  
behalf of the Debtors as sole shareholder of Homestead Holdings,  
the disbursing agent will have authority to continue to operate  
Homestead Holdings as debtor and debtor-in-possession after the  
effective date.

At the effective date, all of the Debtors' estates will be  
substantively consolidated, and all of assets of the Debtors will  
be considered assets of the consolidated estates.

                       Treatment of Claims

Under the plan, administrative claims will be paid in full.  The
Debtors reveal that there is a disputed administrative claim by
Jintex Asia and Arshad Corporation, suppliers of Homestead.

Priority claims estimated to be about $17,000, including tax
priority and employee claims, will also be paid in full.  
Penalties and postpetition interest will not be paid.

Secured claims, other than those already paid or resolved by
settlement, are believed to have already been satisfied.  Other
secured claims in the form of small personal property and similar
tax claims will be paid in full.

General unsecured creditors, holding claims totaling approximately  
$18.6 million, will receive a pro rata payment from the total  
amount of cash available.  The plan proponents say that unsecured  
creditors will receive between 15% to 27% of their claims.  The
Debtors disclose that there are about $15.4 million of undisputed
and $11.7 million of disputed general unsecured claims.

Holders of equity interests will not receive any distribution or  
property under the Plan.

Any objections to confirmation of the plan must be filed with the
Court on or before 4:00 p.m., Pacific Standard time, on Dec. 3,
2007 and served on these parties:

          a. Alan D. Smith
             Perkins Coie LLP
             1201 Third Avenue, 48th Fl.
             Seattle, WA 98101
             Tel: (206) 359-8410
             Fax: (206) 359-9410
           
          b. Steven R. Harris
             Belding, Harris & Petroni, Ltd.
             417 West Plumb Lane
             Reno, Nevada 89509
             Tel: 775-786-7600
             Fax: 775-786-7764
             
          c. Marv Toland
             12220 113th Avenue Northeast
             Kirkland, Washington 98033
             Tel: (206) 450-5107
             
          d. Jeffrey K. Garfinkle
             Buchalter Nemer, P.C.
             18400 Von Karman Avenue, Suite 800
             Irvine, CA 92612
             Tel: (949) 760-1121
             Fax: (949) 720-0182

          e. Kaaran E. Thomas
             McDonald Carano Wilson LLP
             100 West Library Street, 10th Floor
             Reno, NV 89505-1670
             Tel: (775) 788-2000
             Fax: (775) 788-2020

Ballots accepting or rejecting the plan must be received by the
Debtors at one of the following addresses by no later than 4:00
p.m. Pacific Standard time on Dec. 7, 2007:

   a. if by mail, overnight delivery or hand delivery:
      Perkins Coie LLP
      Attention: Mary Lou Maag
      1201 Third Avenue, 48th Floor
      Seattle, Washington 98101

   b. if by fax:
      (206) 359-7210

   c. if by email as a .pdf or other commonly recognized format
      attachment (the ballot must be attached, a simple email
      message will be insufficient):
      LondonFog@perkinscoie.com

Headquartered in Seattle, Washington, London Fog Group Inc.
nka PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company
and its affiliates first filed for chapter 11 protection on
Sept. 27, 1999  (Bankr. D. of Delaware, Lead Case No. 99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.
and Alan D. Smith, Esq., at Perkins Coie LLP represent the
Debtors in their restructuring efforts.  Aron M. Oliner, Esq.,
at Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million to $100 million.


M FABRIKANT: Disclosure Statement Hearing Scheduled Today
---------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York will hold a hearing today, Nov. 6,
2007, to consider the adequacy of the Disclosue Statement
explaining the Chapter 11 Plan of Liquidation jointly filed by M.
Fabrikant & Sons Inc., its debtor-affiliate, Fabrikant-Leer
International Ltd., the Official Committee of Unsecured Creditors,
and Wilmington Trust Company on Sept. 27, 2007.

The hearing had initially been adjourned to November 2 from
October 30.

As reported in the Troubled Company Reporter on Oct. 4, 2007,
the Plan provides for the liquidation of the assets of the
Debtors' estates, including the investigation and prosecution of
certain causes of action, by two liquidating trusts to be formed
pursuant to the Plan and related liquidating trust agreements.

                          Plan Funding

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

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

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

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

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

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

                       Treatment of Claims

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

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

     a) payment in full in cash;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                       About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


MAG 7: Voluntary Chapter 11 Case Summary
----------------------------------------
Debtor: The Mag 7 Revocable Living Trust
        132 ENSWORTH AVENUE
        Nashville, TN 37205

Case No.: 07-08172

Chapter 11 Petition Date: November 2, 2007

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926

Total Assets: $3,300,000

Total Debts:  $2,127,000

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


MASHANTUCKET WESTERN: S&P Lowers Issuer Credit Rating to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
Mashantucket Western Pequot Tribe; the issuer credit rating was
lowered to 'BB+' from 'BBB-'.  The rating outlook is negative.
     
At the same time, Standard & Poor's assigned its 'BB+' rating to
the tribe's proposed $785 million special revenue obligation bond
offering, which will comprise $285 million subordinated series A
tax-exempt notes due 2037 and $500 million series A notes due
2015.
     
The rating downgrade reflects three primary factors, which S&P now
expect will result in credit measures not improving to levels more
in line with the previous ratings within 18 months of the opening
of the MGM Grand tower expansion at Foxwoods.  First, the tribe
now plans to spend an incremental $200 million to further renovate
Foxwoods, which will affect its ability to reduce debt in the near
term.  Second, operating performance has been somewhat weaker than
previously expected, in part due to new competition from the
recently renovated Twin Rivers facility near Providence, and due
to the opening of additional gaming space (referred to as Sunrise
Square) at nearby Mohegan Sun.  Finally, S&P expect that the tribe
will continue to pursue growth opportunities outside of the
Northeast given the potential for heightened competition in its
primary market over the next several years.  This will likely
further reduce the
tribe's capacity to reduce debt balances over the intermediate
term.
     
The tribe will use the proposed bond offering proceeds to fund
improvements to the existing Foxwoods property and Connecticut
State Route 2, refinance the existing 1997 SSRO bonds, and repay
outstanding indebtedness under its revolving credit facility.  The
notes will be serviced and secured by excess free cash flow from
the gaming operations, but will be subordinated in right of
payment to the tribe's existing debt. Despite the fact that the
proposed $785 million bond offering is subordinated to the tribe's
existing debt, S&P are assigning an issue rating equal to that of
the previously issued higher priority debt, as S&P believe the
default probability is basically the same.  

Given the uncertainty around recovery since it is unclear whether
Native American tribes are subject to the U.S. Bankruptcy Code,
and as there are questions underlying whether one group of
creditors could achieve the benefit of its higher priority
standing in the order of funds flow upon a payment
default, S&P do not believe that differentiating the issue ratings
is appropriate.  Therefore, S&P rate each of the tribe's debt
issues 'BB+'.
      
"The 'BB+' rating on the Tribe reflects high debt leverage,
increased capital spending over the near term, the entity's
limited geographic diversity, and significant historical and
expected distributions to tribal members," said Standard & Poor's
credit analyst Craig Parmelee.  "These factors are partially
tempered by the casino's continued steady operating performance,
the favorable demographics of the Connecticut market, and limited
new competition expected in the next two to three years."


MATTRESS GALLERY: To Reorganize with DIP Financing Plan
-------------------------------------------------------
Gallery Corp. dba Mattress Gallery has submitted a plan of
reorganization to the United States Bankruptcy Court in Delaware.  
The plan, which must be approved by the court, includes a DIP
financing facility to permit Mattress Gallery to continue its
business operations while participating in the bankruptcy process.

Mr. Jim Ristas, Mattress Gallery CEO, said that Mattress Gallery
intends to continue its normal operations as well as its
relationships with its principal vendors during and after the
completion of the bankruptcy process.  Mr. Ristas indicated that
he would continue to act as Mattress Gallery's CEO following the
bankruptcy and that he "looked forward to emerging from bankruptcy
and operating Mattress Gallery in a new corporate structure, with
the additional resources of a strong operating partner, going
forward.  I feel fortunate to have arranged financing in a
difficult operating environment in a plan that will be best for
our employees and creditors."

Headquartered in Commerce, California, Gallery Corp. dba Mattress
Gallery filed for Chapter 11 protection on Nov. 1, 2007 (Bankr. D.
Del. Case No. 07-11628). Donald J. Detweiler, Esq., and Sandra
G.M. Selzer, Esq., at Greenberg Traurig, LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets and debts
between $1 million and $100 million.


MCKINLEY FUNDING: Moody's Reviews Ba1 Rating on 18,000 Shares
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by McKinley
Funding III Ltd. on review for possible downgrade:

   -- $205,000,000 Class A-2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $38,000,000 Class B-l Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa2

      Current Rating: Aa2, on review for possible downgrade

   -- $15,000,000 Class B-2 Senior Secured Floating Rate Notes
      Due 2046

      Prior Rating: Aa3

      Current Rating: Aa3, on review for possible downgrade

   -- 18,000 Preference Shares (U.S.$18,000,000 Aggregate
      Liquidation Preference)

      Prior Rating: Ba1

      Current Rating: Ba1, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $7,000,000 Class C Senior Secured Deferrable Floating
      Rate Notes Due 2046

      Prior Rating: A2

      Current Rating: Baa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


MELLON RESIDENTIAL: Fitch Junks Rating on Class B4 Certificates
---------------------------------------------------------------
Fitch Ratings took these rating actions on Mellon Residential
Funding Corp. 1998-A:

   -- $3.2 million class B1 affirmed at 'AAA';
   -- $2 million class B2 affirmed at 'AA';
   -- $1.2 million class B3 affirmed at 'BBB';
   -- $1.7 million class B4 downgraded to 'CCC/DR2' from 'B'.
   -- $0.5 million class B5 remains at 'C/DR6'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect about $57.1 million of the outstanding certificates.
The downgrade, affecting about $1.7 million of the outstanding
certificates reflects the deterioration in the relationship
between CE and loss expectation.

As of the September 2007 distribution date, the pool is seasoned
113 months, with the pool factor (current principal balance as a
percentage of original) being 18%.  Cumulative loss as a percent
of the original collateral balance is 1.08% and the percentage of
loans that are 60 days or more delinquent is 5.05%.

The collateral of the above transaction consists of Alt-A, 30-
year, fixed-rate mortgages secured by first liens extended to
borrowers on primarily one- to four-family residential properties.  
The loans are serviced by Ever Home Mortgage Company (not rated by
Fitch).


MERRILL LYNCH: Fitch Holds BB Rating on Class B-3 Certificates
--------------------------------------------------------------
Fitch Ratings affirmed all six classes of Merrill Lynch Mortgage
Investor Trust Series 2005-A3:

   -- Class A at 'AAA';
   -- Class M-1 at 'AA';
   -- Class M-2 at 'A';
   -- Class B-1 at 'BBB';
   -- Class B-2 at 'BBB-';
   -- Class B-3 at 'BB'.

The trust consists primarily of a pool of conventional, hybrid
adjustable-rate, fully amortizing mortgage loans extended to prime
and Alt-A borrowers secured by first liens on one- to four-family
residential properties that were acquired by Merrill Lynch
Mortgage Lending, Inc. from GreenPoint Mortgage Funding Inc.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect about
$143.6 million of outstanding certificates.  As of the September
2007 remittance period, the trust is seasoned 28 months and has a
pool factor (mortgage loans outstanding as a percentage of the
original balance) of 46%.

Wells Fargo Bank N.A., (rated 'RMS1' by Fitch) is the master
servicer for the above transactions.


MERRILL LYNCH: S&P Lowers Ratings on Five Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of certificates from Merrill Lynch Mortgage Investors
Inc.'s series 2002-AFC1 and 2002-NC1.  Concurrently, S&P removed
four of the lowered ratings from CreditWatch with negative
implications.  Furthermore, S&P affirmed its ratings on 14 classes
from four Merrill Lynch Mortgage Investors Inc. series.
     
The lowered ratings from series 2002-AFC1 reflect a steady
increase in the delinquency pipeline--particularly among severe
delinquencies--in combination with projected credit support
percentages that are insufficient to maintain the ratings at their
previous levels.  Based on the current collateral
performance of this transaction, S&P project future credit
enhancement to be significantly lower than the original credit
support.  Total delinquencies for this series ranged from 32.39%
(loan group 1) to 55.78% (loan group 2) and severe delinquencies
(90-plus days, foreclosures, and REOs) ranged from 16.64% (loan
group 1) to 26.93% (loan group 2) of the current pool balance.  
Cumulative realized losses ranged from 6.97% (loan group 1) to
7.75% (loan group 2) of the original pool balance.   
     
The lowered ratings from series 2002-NC1 reflect deterioration in
credit support due to excessive realized losses.  For the past 12
months, losses have exceeded excess interest by an average of
$47,610, with overcollateralization decreasing to $0.339 million,
or 66% below its target.  Based on the delinquency pipeline,
losses are projected to further reduce credit enhancement levels.  
Total delinquencies for this transaction represent 27.18% of the
current pool balance, while severe delinquencies represent 12.29%
of the current pool balance.  Cumulative realized losses
constitute 1.64% of the original pool balance.  
     
S&P removed the ratings on class BF-1 from series 2002-AFC1 (loan
group 1) and class M-2 from series 2002-NC1 from CreditWatch with
negative implications because the lowered ratings more accurately
represent the available credit support of these classes due to
historical performance.  Total delinquencies for these
transactions range from 27.18% (series 2002-NC1) to 32.39% (series
2002-AFC1; loan group 1) of the current pool balances.  Severe
delinquencies ranged from 12.29% (series 2002-NC1) to 16.64%
(series 2002-AFC1; loan group 1) of the current pool balances.  
Cumulative realized losses ranged from 1.64% (series 2002-NC1) to
6.97% (series 2002-AFC1; loan group 1) of the original pool
balances.     
     
S&P removed the ratings on the class B-1 and B-2 certificates from
series 2002-NC1 from CreditWatch with negative implications
because they were lowered to 'CCC'.  According to Standard and
Poor's surveillance practices, ratings lower than 'B-' on classes
of certificates or notes from RMBS transactions are not eligible
to be on CreditWatch negative.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
Total delinquencies ranged from 20.25% (series 1999-H1) to 55.78%
(series 2002-AFC1; loan group 2) of the current pool balances,
while cumulative realized losses ranged from
0.51% (series 1999-CB1) to 7.75% (series 2002-AFC1; loan group 2)
of the original pool balances.    
     
Credit enhancement for these transactions is derived from a
combination of subordination, excess interest, and O/C.  The
collateral supporting these transactions consists of subprime
adjustable- and fixed-rate, fully amortizing, first- and second-
lien residential mortgage loans.


                          Rating Lowered

             Merrill Lynch Mortgage Investors Inc.

                                         Rating
                                         ------
          Series    Class          To             From
          ------    -----          --             ----
          2002-AFC1 BV-1           B              BBB-

     Ratings Lowered and Removed from Creditwatch Negative
   
             Merrill Lynch Mortgage Investors Inc.

                                       Rating
                                       ------
           Series    Class          To         From
           -----     -----          --         ----
           2002-AFC1 BF-1           B          BB/Watch Neg
           2002-NC1  M-2            A          AAA/Watch Neg
           2002-NC1  B-1            CCC        BB/Watch Neg
           2002-NC1  B-2            CCC        B/Watch Neg

                        Ratings Affirmed
   
             Merrill Lynch Mortgage Investors Inc.

            Series     Class                Rating
            ------     -----                ------
            1999-CB1     1A, 1A-PO          AAA
            1999-CB1     1M-1               AA
            1999-CB1     1M-2               A
            1999-CB1     1M-3, 1M-4         BBB
            1999-H1      A-5                AAA
            1999-H1      M-1                AA+
            1999-H1      M-2                A
            1999-H1      B                  BBB-
            2002-AFC1    MF-1               AA+
            2002-AFC1    MF-2, MV-2         A
            2002-NC1     M-1                AAA


MOSAIC CO: Fitch Lifts Issuer Default Rating to BB+
---------------------------------------------------
Fitch Ratings upgraded these ratings of The Mosaic Company and its
subsidiaries and revised the Rating Outlook to Positive:

The Mosaic Company

   -- Issuer Default Rating to 'BB+' from 'BB-';
   -- Senior secured revolver to 'BBB-' from 'BB+';
   -- Senior secured term loan to 'BBB-' from 'BB+';
   -- Senior unsecured notes to 'BB+' from 'BB'.

Mosaic Global Holdings

   -- IDR to 'BB+' from 'BB-';
   -- Senior unsecured notes to 'BB+' from 'BB';
   -- Senior unsecured notes and debentures (previously did not
      have subsidiary guarantees) to 'BB+' from 'BB-'.

Phosphate Acquisition Partners LP

   -- IDR to 'BB+' from 'BB-';
   -- Senior secured note to 'BBB-' from 'BB-'.

Mosaic Colonsay ULC

   -- IDR to 'BB+' from 'BB-';
   -- Senior secured term loan to 'BBB-' from 'BB+'.

Mosaic has prepaid a total of $850 million in bank debt in the
past six months.  On Sept. 28, 2007 they made a $300 prepayment
and on Oct. 29, 2007 they prepaid another $150 million on the term
loans.  Debt prepayments are a significant step in reducing
outstanding borrowing, and strengthening the balance sheet.
Mosaic's goal is to achieve an investment grade rating.

On Oct 9, 2007, Mosaic reported fiscal 1Q07 results that greatly
exceeded expectations.  Sales of $2,003 million and EBITDA of $518
million were both meaningfully better expectations.  Tighter than
expected fertilizer markets and pricing over the quarter drove the
strength in both Mosaic's Phosphates and Potash reporting
segments.  

Mosaic management noted that DAP and MAP inventories (two key
fertilizer products) were at their lowest levels in 15 years and
that capacity utilization and pricing should remain solid through
the fiscal year.  Leverage is now at 1.73x and should go below
1.5x in the next one to two quarters as Mosaic continues its
planned deleveraging.  Given tight fertilizer markets and very
strong cash flow, the company continues to pay back debt and will
likely reach its goal of achieving an investment grade rating in
2008/2009.

Industry inventories for North American producers of phosphates
and potash continue to decline and supplies remain very tight.
Also grain markets continue to remain tight and commodity prices
remain at very attractive levels, resulting in strong farm
economics and demand for crop nutrients.  In order to meet this
strong global demand, all fertilizer companies are continuing to
operate their plants at high operating rates. Prices for
phosphates remain strong and prices for potash have increased,
which should result in very strong earnings and cash flow for the
remainder of 2007 and all of 2008.

The Positive Rating Outlook indicates financial performance should
continue to improve in terms of operating earnings, with high
single digit growth in revenues and operating EBITDA margins
should stay in the upper teens.  The company will continue to
repay debt with excess free cash flow.  Growth in the fertilizer
industry continues to improve as farmers continue to expand crop
yields.

The Mosaic Company is one of the largest global suppliers of
phosphate and potash fertilizers.  Mosaic earned about
$1,269.3 million in Operating EBITDA on $6.49 billion in revenue
LTM to Aug. 31, 2007; the company had $2.19 billion in debt at
that time.


MYSTIQUE ENERGY: Intends to Merge with a Private Company
--------------------------------------------------------
Mystique Energy Inc. said it executed a letter of intent under
which Mystique and a private company would merge by way of an
amalgamation or other business arrangement as may be mutually
agreed upon.

The letter of intent will form the basis of a plan of arrangement  
that Mystique plans to file pursuant to the Companies' Creditors
Arrangement Act (Canada).  The plan must be filed with the Alberta
Court of Queen's Bench by Nov. 19, 2007.

The terms of the letter of intent and other pertinent details of
the private company will be submitted to the Toronto Stock
Exchange Venture for review.

Trading in Mystique shares will remain halted until such time as
may be determined by the TSXV.  Mystique said that the details of
the proposed business combination will be released shortly.

                      About Mystique Energy

Headquartered in Alberta, Canada, Mystique Energy Inc. --
http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas    
company focused on exploration and development of petroleum and
natural gas reserves, with production in western Alberta.

From April 24, 2007 and until Oct 15, 2007, the company was under
the Companies Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
Amended.  The Court appointed Ernst & Young Inc. to act as officer
of the Court to monitor the business and affairs of the company
until discharged by the Court.


NATIONAL EASTERN: Brings In Anthony Novak as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
National Eastern Corporation authority to employ Chorches & Novak,
P.C. as its bankruptcy counsel.

Chorches & Novak is expected to:

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

   (b) take any and all legal action in record to any possible
       preferences within ninety (90) days before the filing
       petition;

   (c) prepare on behalf of the Debtor, necessary applications,
       answers, orders, reports and other legal papers; and

   (d) perform all other legal services for debtor-in-
       possession to employ an attorney for such professional
       services.

Anthony S. Novak, Esq. told the Court that the Debtor will pay the
firm based on these rates:

     Designation                  Hourly Rate
     -----------                  -----------
     Partners                        $325
     Associates                      $215
     Legal Assistants/Law Clerks   $65 - $125

Mr. Novak related that the company will also pay the firm's
professional liability insurance in the amount of $2 million
through Zurich Insurance Group, Policy No. LPL 4908278-4, and will
maintain the said insurance coverage during the pendency of
appointment.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor's estate and is
"disinterested" as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Mr. Novak can be reached at:

     Anthony S. Novak, Esq.
     Chorches & Novak, P.C.
     1260 Silas Deane Highway
     Wethersfield, Connecticut 06109
     Tel: (860)257-1980

                     About National Eastern

Based in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007, (Bankr. D. CT. Case No. 07-21290).  Anthony S.
Novak, Esq., of the Chorches & Novak P.C., represents the Debtor
in its restructuring efforts.  When the company filed for
protection from its creditors, it listed total assets of
$20,786,808 and total debts of $15,398,616.


NATIONAL EASTERN: Hires Edward O'Donnell as Special Counsel
----------------------------------------------------------
National Eastern Corp. obtained authority from the U.S. Bankruptcy
Court for the District of Connecticut to employ Siegel, O'Connor,
O'Donnell & Beck, P.C. as its special counsel.

Siegel O'Connor is expected to represent the Debtor in labor
negotiations and matters.

Edward F. O'Donnel, Esq., an attorney at Siegel O'Connor, tells
the Court that the firm will bill the Debtor according to these
rates:

     Designation                 Hourly Rate
     -----------                 -----------
     Partners                        $295
     Associates                      $195
     Paralega/Legal Assistants        $50

The maximum allowable compensation will be $41,500.

Mr. O'Donnell says that the firm also maintains Professional
Liability Insurance of $3 million through St. Paul Marine & Fire
Insurance Company Policy No. GL09002046, and will maintain the
said insurance coverage during the pendency of appointment.

To the best of the Debtor's knowledge, Mr. O'Donnell holds no
interest adverse to the Debotor and its estates and is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. O'Donnell can be reached at:

     Edward F. O'Donnell, Jr.
     Siegel, O'Connor, O'Donnell & Beck, P.C.
     150 Trumbull Street
     Hartford, CT 06103
     Tel: (860) 727-8900
     Fax: (860) 527-5131

                     About National Eastern

Based in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007, (Bankr. D. Conn. Case No. 07-21290).  Anthony S.
Novak, Esq., at Chorches & Novak P.C., represents the Debtor in
its restructuring efforts.  When the company filed for protection
from its creditors, it listed total assets of $20,786,808 and
total debts of $15,398,616.


NAVIOS MARITIME: Arm Amends Registration for IPO of Common Units
----------------------------------------------------------------
Navios Maritime Partners L.P., Navios Maritime Holdings Inc.'s
subsidiary, has filed an amendment to its registration statement
with the U.S. Securities and Exchange Commission for an initial
public offering of its common units.  The initial public offering
price is anticipated to be between $19 and $21 per common unit.

The Offering is expected to include 10 million common units,
representing a 54.1% limited partner interest, and to increase to
11.5 million common units if the underwriters exercise in full
their over- allotment option.

The common units were approved for listing on the New York Stock
Exchange, subject to official notice of issuance, under the symbol
"NMM."
    
Merrill Lynch & Co. and J.P. Morgan Securities Inc. will act as
joint book runners and representatives of the underwriters, who
will include Cantor Fitzgerald & Co., S. Goldman Advisors LLC and
DVB Capital Markets LLC.

A written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, when available, may be obtained from:

     Merrill Lynch & Co.
     Prospectus Department
     No. 4 World Financial Center
     New York, NY 10080
     Tel 212-449-1000

            or

     J.P. Morgan Securities Inc.
     National Statement Processing, Prospectus Library
     No. 4 Chase Metrotech Center, CS Level
     Brooklyn, NY 11245
    
               About Navios Maritime Holdings Inc.

Based in Norwalk, Connecticut, Navios Maritime Holdings Inc.
(NYSE: NM and NM WS) -- http://www.navios.com/-- is an    
integrated global seaborne shipping company, specializing in the
carriage, trading, storing, and other related logistics
of international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It has offices in
Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay and Antwerp, Belgium.

Navios Maritime Partners L.P. is a Marshall Islands limited
partnership formed by Navios to be an international owner and
operator of drybulk vessels.

                           *    *    *

Navios Maritime carries to date Moody's Investors Service's 'B1'  
probability of default rating and 'B3' senior unsecured debt
rating, which were placed in March 2007.


NEWFIELD EXPLORATION: Earns $83 Million in Quarter Ended Sept. 30
-----------------------------------------------------------------
Newfield Exploration Company reported net income of $83 million
for third quarter ended Sept. 30, 2007, compared with net income
of $266 million in the same period last year.  

The results for the third quarter of 2007 reflect the impact of
commodity derivative expense of $26 million associated with
unrealized changes in the fair market value of open derivative
contracts that are not designated for hedge accounting.  Without
the effect of unrealized commodity derivative expense, net income
for the quarter would have been $100 million.

Revenues, including operations in the U.K. North Sea which for
financial reporting purposes have been presented as discontinued
operations, in the third quarter of 2007 were $424 million.  Net
cash provided by operating activities before changes in operating
assets and liabilities was $288 million.

Newfield's production in the third quarter of 2007 was 61 Bcfe,
which includes approximately 1 Bcfe from the U.K. North Sea.

Year-to-date, asset sales have generated $1.8 billion in proceeds
for approximately 420 Bcfe of year-end 2006 proved reserves.
Approximately $1.3 billion of the sales were related to domestic
assets, the largest of which was the sale of the company's Gulf of
Mexico shelf assets for $1.1 billion.  These sales reduced the
full cost pool and the associated domestic DD&A rate.  The sale of
the U.K. will be recognized as a gain on sale of more
than $300 million in the fourth quarter of 2007.  In October,
Newfield used sales proceeds to repay the $125 million in notes
associated with its first senior notes issuance done in 1997.
Long-term debt is now $1.05 billion.

                      Capital Expenditures

During the third quarter, Newfield invested $477 million.  Year-
to-date, Newfield has invested $1.5 billion, excluding the
$577 million acquisition of Rocky Mountain assets from Stone
Energy. Including the acquisition, Newfield expects its full-year
2007 capital expenditures to be approximately $2.5 billion.

                         Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6.606 billion in total assets, $3.351 billion in total
liabilities, and $3.255 billion in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $737 million in total current
assets available to pay $929 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c6

                   About Newfield Exploration

Headquartered in Houston, Texas, Newfield Exploration Company
(NYSE: NFX) -- http://www.newfld.com/-- is an independent crude  
oil and natural gas exploration and production company.  
Newfield's domestic areas of operation include the U.S. onshore
Gulf Coast, the Anadarko and Arkoma Basins of the Mid-Continent,
the Rocky Mountains and the deepwater Gulf of Mexico.  The company
has international operations in Malaysia and China.

                         *      *     *

As of June 25, 2007, Newfield Exploration Company continues to
carry Fitch's BB+ long term issuer default rating.  Fitch rates
the company's bank loan debt and senior unsecured debt at BB+
while its senior subordinate rating is at BB-.  The outlook
remains stable.

At the same time, the company also bears Moody's Investor
Services' Ba2 rating on long term corporate family and probability
of default, Ba1 rating on senior unsecured debt, Ba3 rating on
senior subordinate, and B1 rating on preferred stock.  The outlook
is stable.

The company also continues to carry Standard & Poor's BB+ long
term foreign and local issuer debt ratings.  The outlook remains
stable.


NEWLAND INTERNATIONAL: Fitch Rates Senior Secured Notes at BB
-------------------------------------------------------------
Fitch Ratings assigned a preliminary 'BB' rating to Newland
International Properties Corp.'s senior secured notes.  Newland is
developing the Trump Ocean Club International Hotel & Tower, a
multi-use tower located on the Punta Pacifica Peninsula in Panama
City, Panama.  Fitch currently rates Panama 'BB+' with a Stable
Rating Outlook.

When fully developed, Trump Ocean Club expects to have luxury
accommodations for both permanent residents and tourists alike.
Plans call for 627 residential condo units, 369 hotel-condo units,
a casino, a pier facility, a yacht club, pool decks, retail shops,
gourmet restaurants, a fitness center and spa, along with a
parking garage of more than 1,400 spaces.  All unit sales within
the project benefit from a license agreement signed by Newland
with Trump International.  The target market for sales focuses on
upper-income buyers in the US, Canada, Europe and Latin America.

Proceeds from the $220,000,000 will be used to fund a construction
escrow account, fund a 6-month debt service reserve account, and
repay existing debt.  Final maturity of the notes is 7 years with
a 3.5 year interest-only period and semiannual payments.

Credit's strengths for this issuance include:

   -- Presales amounting to 65% of total expected units have
      already been recorded. Purchasers pay 30% of the sale
      price at signing with the remaining 70% due in full upon
      delivery of the unit.

   -- The development of Trump Ocean Club will be the singular
      focus of Newland and strict covenants are in place
      prohibiting dividends or cash releases to the developer.
      The incurrence of additional debt will also be limited.
      All cash collections and payments for operating expenses
      and construction, as well as debt service, will be highly
      regulated by the priority of payments waterfall clearly
      defined in the indenture.

   -- A portion of bond proceeds will serve to fund a
      construction escrow account sized to cover the remainder
      of all remaining construction costs.  Draws from this
      Trustee controlled account can only occur after the
      independent engineer provides certification to that all
      work has been completed according to plan and that costs
      are within budget.  In addition, draws from the account
      must be backed by 125% in eligible receivables arising
      from the sale of units.

Development projects of this scope do contain various risks.
Construction risk represents one of the main risks in addition to
the liquidity concerns that could arise if sales velocity
decreases. Sales at Trump Ocean Club also are correlated to global
real estate markets.  Fitch believes these risks to be consistent
with the preliminary rating level.  Independent engineer reports
and real estate appraisals were used to facilitate modeling
assumptions, which incorporated down side analysis regarding
property valuations as well as construction costs.


NORMA CDO: Moody's Junks Ratings on Four Note Classes
-----------------------------------------------------
Moody's Investors Service placed these notes issued by Norma CDO
I, Ltd. on review for possible downgrade:

   -- $975,000,000 Class A-1 First Priority Senior Secured
      Floating Rate Notes Due 2049

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $150,000,000 Class A-2 Second Priority Senior Secured
      Floating Rate Notes Due 2049

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $86,000,000 Class B Third Priority Senior Secured
      Floating Rate Notes Due 2049

      Prior Rating: Aa2

      Current Rating: A3, on review for possible downgrade

   -- $50,000,000 Class C Fourth Priority Senior Secured
      Floating Rate Notes Due 2049

      Prior Rating: Aa3

      Current Rating: Baa1, on review for possible downgrade

   -- $74,000,000 Class D Fifth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2049

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $65,000,000 Class E Sixth Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2049

      Prior Rating: Baa2

      Current Rating: Caa1, on review for possible downgrade

   -- $12,000,000 Class F Seventh Priority Mezzanine Secured
      Deferrable Floating Rate Notes Due 2049

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

   -- $15,000,000 Class G Eighth Priority Junior Secured
      Deferrable Floating Rate Notes Due 2049

      Prior Rating: Baa3

      Current Rating: Caa3, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

   -- $23,000,000 Class H Ninth Priority Junior Secured
      Deferrable Floating Rate Notes Due 2049

      Prior Rating: Ba1

      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


OPPENHEIMER HOLDINGS: To Buy CIBC U.S. Capital Markets Businesses
-----------------------------------------------------------------
Oppenheimer Holdings Inc. has agreed to buy a major part of
Canadian Imperial Bank of Commerce World Markets' U.S. capital
markets businesses.  The businesses to be acquired by Oppenheimer
employ over 700 people and include CIBC World Markets' U.S.
Investment Banking, Corporate Syndicate, Institutional Sales and
Trading, Equity Research, Options Trading and a portion of the
Debt Capital Markets business which includes Convertible Bond
Trading, Loan Syndication, High Yield Origination and Trading as
well as related operations located in the U.K, Israel and Hong
Kong.  Annualized revenue of these businesses, based on CIBC's
most recently published results for the nine months ended July 31,
2007, is in excess of $400 million.  Closing, subject to
applicable regulatory approval, is expected to occur on Jan. 2,
2008 with respect to the U.S. domestic operations.  A second
closing is anticipated for the overseas operations following
regulatory approval.

"We are pleased to once again be partnering with CIBC and believe
that the combination of these resources will significantly
increase Oppenheimer's penetration in capital markets," Albert
Lowenthal, Oppenheimer's CEO, said.  "Our firm is now positioned
to service clients with a complete offering of capital markets
services, including M&A advisory, equity underwriting, high-yield
fixed income origination and loan syndication.  The timing of this
acquisition will permit us to gain market penetration at a time
that other firms are pulling back.  We look forward to working
with our associates both new and old in making this a success."

"This transaction gives CIBC the opportunity to benefit from
Oppenheimer's future success," Gerry McCaughey, CIBC's President
and Chief Executive Officer said.  "It will also permit CIBC to
redeploy capital over time to further support the continued growth
of our strong and profitable U.S. and international operations, as
well as our core Canadian businesses.  This is in line with our
strategic imperative to achieve consistent and sustainable
performance over the long-term."

The purchase price for the transaction is comprised of:

   (1) an earn-out based on the annual performance of the
       combined Capital Markets Division of Oppenheimer & Co.
       Inc. and the acquired businesses for the calendar years
       2008 through 2012, (in no case to be less than
       $5 million per year) to be paid in the first quarter of
       2013.  On the Earn-Out Date, 25% of the earn-out will be
       paid in cash and the balance may be paid, at
       Oppenheimer's option, in any combination of cash,
       Oppenheimer's Class A Shares (at the then prevailing
       market price) and/or debentures to be issued by
       Oppenheimer payable in two equal tranches -- 50% one
       year after the Earn-Out Date and the balance two years
       after the Earn-Out Date plus;

   (2) warrants to purchase 1,000,000 Class A non-voting
       shares of Oppenheimer at $48.63 per share exercisable
       five years from closing, and

   (3) cash consideration at closing equal to the book value of
       certain fixed assets being acquired.

As part of the transaction, Oppenheimer will borrow
$100 million from CIBC in the form of a five-year subordinated
loan, to support the newly acquired businesses.  In addition,
CIBC will provide a warehouse facility, initially up to
$1.5 billion, to a newly formed U.S. entity to finance the
syndicated loans of middle market companies that are syndicated
and distributed by the Loan Syndication and Loan Trading Groups
being acquired.  Underwriting of loans pursuant to the warehouse
facility will be subject to joint credit approval by Oppenheimer
and CIBC.

                          About CIBC

Headquatered in Toronto, Ontario, Canadian Imperial Bank of
Commerce (TSX, NYSE: CM) is a North American financial
institution.  Through its two distinct business lines, CIBC Retail
Markets and CIBC World Markets, CIBC provides a full range of
products and services to almost 11 million individual and small
business clients and meets the financial needs of corporate and
institutional clients.

CIBC World Markets is the wholesale and corporate banking arm of
CIBC, providing a range of integrated credit and capital markets
products, investment banking, and merchant banking to clients in
key financial markets in North America and around the world.

                       About Oppenheimer

Headquartered in Toronto, Ontario, Oppenheimer Holdings Inc.
(NYSE: OPY), through its principal subsidiaries, Oppenheimer & Co.
Inc. (a U.S. broker-dealer) and Oppenheimer Asset Management Inc.,
offers a full range of services from 81 offices in 21 states and
through local broker-dealers in 2 foreign jurisdictions.  
Oppenheimer offers trust and estate services through Oppenheimer
Trust Company.  Evanston Financial Corporation is engaged in
mortgage brokerage and servicing.  In addition, through its
subsidiary, Freedom Investments, Inc. and the BUYandHOLD division
of Freedom, Oppenheimer offers online discount brokerage and
dollar-based investing services.

                          *     *     *

As reported in the Troubled Company Reporter on July 31, 2007,
Moody's Investors Service raised to positive from stable the
rating outlook on Oppenheimer Holdings, Inc. and E.A. Viner
International Co., Oppenheimer's U.S. subsidiary.  Moody's
maintains its B1 foreign currency corporate family rating n
Oppenheimer Holdings and B1 rating on E.A. Viner's $125 million
seven-year bank facility.


PACIFIC INSULATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pacific Insulation Company
        Clark & Trevithick
        800 Wilshire Boulevard
        12th Floor
        Los Angeles, CA 900017
        Tel: (213) 629-5700

Bankruptcy Case No.: 07-20016

Type of Business: The Debtor manufactures pipe, air handling, and
                  other types of insulation, insulation adhesives,
                  mastics, and other industrial fabrication.
                  See http://www.pacificinsulation.com/

Chapter 11 Petition Date: October 31, 2007

Court: Central District Of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: John A. Lapinski, Esq.
                  Clark & Trevithick
                  800 Wilshire Boulevard, 12th Floor
                  Los Angeles, CA 90017
                  Tel: (213) 629-5700

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Johns-Manville                   Trade Debt          $2,700,000
Attn: Michael Miller
P.O. Box 625005
Littleton, CO 680162-5005

Kenneth Reid                     Litigation          $1,250,000
c/o Brayton Purcell LLP          Judgment
222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Warren Fisher                    Litigation          $1,154,637
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Donald Eubanks                   Litigation          $1,000,000
c/o Paul Hanley & Harley LLP
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Joseph Weber                     Litigation            $950,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Larry E. Smith                   Litigation            $950,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Darlene Dudics                   Litigation            $900,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Donald Sanchez                   Litigation            $900,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Charlton Clemmer                 Litigation            $837,400
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Beatrice Revels                  Litigation            $800,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Dennis Alderete                  Litigation            $750,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

John Beaver                      Litigation            $750,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

John Berry                       Litigation            $750,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Irvin Camden                     Litigation            $750,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Elaine Fontes                    Litigation            $750,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Roger Lavallee                   Litigation            $750,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Mildred C. Workman               Litigation            $750,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948

Jack Hodgson                     Litigation            $725,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Ralph Sias                       Litigation            $695,000
c/o Paul Hanley & Harley LLP     Settlement
5716 Corsa Avenue, Suite 203
Westlake Village, CA 91362

Genaro Salvador Garcia           Litigation            $675,000
c/o Brayton Purcell LLP          Judgment
2222 Rush Landing Road
P.O. Box 6169
Novato, CA 94948


PAMPELONNE CDO: Moody's Junks Ratings on Three Note Classes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Pampelonne
CDO II Ltd. on review for possible downgrade:

   -- Up to $1,600,000,000 aggregate principal balance of Class
      S Senior Floating Rate Notes due 2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $100,000,000 Class A-1 Senior Floating Rate Notes Due
      2052

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $70,000,000 Class A-2 Senior Floating Rate Notes Due 2052

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $80,000,000 Class A-3 Senior Floating Rate Notes Due 2052

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $70,000,000 Class B Floating Rate Notes Due 2052

      Prior Rating: Aa2

      Current Rating: Ba2, on review for possible downgrade

   -- $35,000,000 Class C Floating Rate Deferrable Notes Due
      2052

      Prior Rating: A2

      Current Rating: Caa1, on review for possible downgrade

   -- $23,000,000 Class D Floating Rate Deferrable Notes Due
      2052

      Prior Rating: Baa2

      Current Rating: Caa3, on review for possible downgrade

   -- $7,500,000 Class E Floating Rate Deferrable Notes Due
      2052

      Prior Rating: Ba1

      Current Rating: Caa3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PHARMED GROUP: Proposes Procedures for Sale of Unit's Assets
------------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of
Florida to consider approval of their proposed bidding procedure
for the sale of substantially all of one of their subsidiary's
assets.

On Oct. 26, 2007, the Debtors entered into an asset purchase
agreement to sell P.A.L Laboratories Inc. to PLD Acquisitions
LLC for approximately $15.6 million, subject to working capital
changes at closing and assumption of approximately $2,658,000 in
liabilities.

Bid deadline is Dec. 10, 2007.  Auction date is still to be
determined.

Initial qualified competing bids must be $775,000 more than
PLD Acquisitions' proposed purchase price.

In addition, each bidder must simultaneoulsy place a refundable
deposit of $875,000 in escrow in the Debtors' counsel trust
account.

If PLD Acquisition is not the successful bidder, the Debtors
assure the Court that it will return the initial deposit, plus a
$450,000 break-up fee and $225,000 expense reimbursement to PLD
Acquisition.

A hearing to consider approval of the proposed sale procedures has
been set for Nov. 8, 2007, at 2:00 p.m.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and  
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  The Debtors selected Trumbull Group LLC as
claims and noticing agent.  When the Debtors filed for bankruptcy,
they listed assets between $1 million and $100 million and debts
of more than $100 million.


PHELPS DODGE: Completes $735 Million Asset Sale to General Cable
----------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. has completed the sale of
its international wire and cable business, operated in the name
of Phelps Dodge International Corporation, to General Cable
Corporation for $735 million.  FCX expects to use the proceeds
estimated to approximate $620 million, net of taxes and other
transaction costs, to repay debt.

General Cable acquired 100% of the shares held by FCX and its
subsidiaries in the entities comprising the wire and cable
business.  PDIC operates factories and distribution centers in
19 countries throughout Latin America, Asia and Africa and is
engaged in the manufacturing and distribution of engineered
products, principally for the global energy sector.

FCX expects to record charges of up to approximately $20 million
($12 million to net income) for transaction and related costs
associated with the disposition.

                       About General Cable

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes
aluminum, copper, and fiber-optic wire and cable products.  It
has three operating segments: industrial and specialty (wire and
cable products conduct electrical current for industrial and
commercial power and control applications); energy (cables used
for low-, medium- and high-voltage power distribution and power
transmission products); and communications (wire for low-voltage
signals for voice, data, video, and control applications).
Brand names include Carol and Brand Rex.  It also produces power
cables, automotive wire, mining cables, and custom-designed
cables for medical equipment and other products.  General Cable
has locations in China, Australia, France, Brazil, the Dominican
Republic and Spain.

                     About Freeport-McMoran

Headquartered in Phoenix, Arizona, Freeport-McMoRan Copper & Gold
Inc. (NYSE: FCX) -- http://www.fcx.com/--  is an international   
mining company that operates large, long-lived,  diverse assets
with significant proven and probable reserves of copper, gold and
molybdenum.  FCX has a portfolio of operating, expansion and
growth projects in the copper industry and is the  producer of
molybdenum.  The Grasberg mine in Indonesia, the world's largest
copper and gold mine in terms of reserves, is the company's key
asset.  Freeport-McMoRan also operates significant mining
operations in North and South America and is developing the world-
class Tenke Fungurume project in the Democratic Republic of Congo.  
The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.

                       About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces  
molybdenum, molybdenum-based chemicals, and manufacturer of wire
and cable products.

Phelps Dodge has operations in Venezuela, Thailand, China,
Netherlands, Philippines, Japan, United Kingdom, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Moody's Investors Service revised Freeport-McMoRan Copper & Gold
Inc.'s and Phelps Dodge's outlooks to positive and affirmed all of
Freeport's and Phelps Dodge's other ratings, including $107.9
million 8.75% Senior Notes due 2011, Ba1, LGD3, 36%; $115 million
7.125% Senior Notes due 2027, Ba1, LGD3, 36%; $150 million 6.125%
Senior Notes due 2034, Ba1, LGD3, 36%; and $193.8 million 9.50%
Senior Notes due 2031, Ba1, LGD3, 36%.


PMA CAPITAL: Moody's Affirms Ba3 Senior Debt Rating
---------------------------------------------------
Moody's affirmed the ratings of PMA Capital Corporation and its
subsidiaries following the company's announcement that it would
record a $14.3 million after-tax reserve charge in its third
quarter results relating to its run-off reinsurance subsidiary,
PMA Capital Insurance Company.  The reserve charge relates to
legacy professional liability business reinsured by PMACIC for
accident years 2001 to 2003.

These ratings have been affirmed with a stable outlook:

   -- senior debt rating of PMACA at Ba3,

   -- the insurance financial strength ratings of the members
      of the PMA Insurance Group companies at Baa3, and

   -- the insurance financial strength rating of PMACIC at B1.

Following the reserve charge, PMACIC's capital adequacy remains
consistent with its B1 rating level, which reflects the run-off
status of the operations.  PMACIC's regulatory Risk-Based Capital
ratio is projected to fall moderately to 270% (Authorized Control
Level) from roughly 350% prior to the reserve charge (taking into
account a reduction in statutory capital from the commutation of
an adverse development (reinsurance) cover that will likely occur
in the fourth quarter of 2007).  Moreover, the reserve charge will
likely preclude the possibility that PMACIC will pay a dividend to
the parent company in 2008.  Dividends from PMACIC require prior
approval from the Pennsylvania Insurance Department.

As a corollary to this, Moody's notes that its current debt rating
on the parent company does not contemplate dividends from PMACIC
so long as the parent company maintains sufficient cash and short-
term investments to cover at least two years' worth of interest
expense.  Breach of this threshold could place negative pressure
on the debt rating, while parent company cash below one times
interest expense could result in a downgrade.

As of Oct. 1, 2007, the parent company maintained cash and short-
term investments of roughly $30 million compared to annual
interest expense of $12 million.  The on-going operations, PMAIG,
increased statutory capital and surplus to $339.8 million as of
Sept. 30, 2007, compared to $321.2 million as of Dec. 31, 2006.  
PMAIG has the ability to pay
$26.5 million in dividends to the parent company during 2007
without prior regulatory approval.

The last rating action occurred on Oct. 3, 2007 when Moody's
affirmed the ratings on PMA Capital Corporation and its
subsidiaries following an announcement that the company had
acquired Midlands Management Corporation.

PMA Capital Corporation, headquartered in Philadelphia,
Pennsylvania, is an insurance holding company whose operating
subsidiaries provide specialty risk management products and
services, particularly workers' compensation insurance, to
customers in the United States.  As of Sept. 30, 2007,
shareholders' equity was $407 million.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


POPE & TALBOT: Superior Court OKs Closure of Business Operations
----------------------------------------------------------------
Pope & Talbot and its debtor-affiliates obtained permission from
the Superior Court of Justice (Commercial List) for the Province
of Ontario, in Canada to permanently or temporarily cease,
downsize or shut down any of their businesses or operations,
subject to the written concurrence of PricewaterhouseCoopers Inc.,
as monitor.

Over the last few months, Pope & Talbot Ltd. has shutdown certain
of its mills to reduce costs.  The company is presently exploring
restructuring alternatives, including the possible sale of one or
both of its businesses.  In June 2007, Pope & Talbot retained
Rothschild Inc. to assist it in identifying and implementing
restructuring alternatives.

Following its Forbearance Agreement with prepetition secured
lenders in August 2007, Pope & Talbot publicly launched a further
sale process seeking bids for either all or substantially all of
its businesses, or all or substantially all of either of its two
principal business lines.  Pope & Talbot received binding offers
during the week of Oct. 8, 2007, from which it expects to
pursue one or more transactions during the course of the CCAA
proceedings.

Pope & Talbot expects to return to the CCAA Court within a few
days to seek approval of a purchase agreement for a substantial
portion of its business, R. Neil Stuart, Pope & Talbot's vice
president and chief financial officer, said in an affidavit filed
with the CCAA Court.

The sale, if consummated, would repay a substantial portion of
the outstanding indebtedness under the company's Credit Facility,
Mr. Stuart said.

It is expected that the proposed purchase agreement would serve
as a "stalking horse" for a short Court-supervised auction
process, Mr. Stuart said.

The Honorable Justice Geoffrey B. Morawetz also allowed the
Applicants to:

   (a) dispose of redundant or non-material assets not exceeding
       $750,000 in any one transaction or $5,000,000 in the
       aggregate; and

   (b) real property not exceeding $1,500,000 in any one
       transaction or $10,000,000 in the aggregate, with the
       consent of Wells Fargo Financial Corporation Canada and
       Ableco Financial LLC, the Applicants' prepetition secured
       lenders.

Pope & Talbot is in the process of selling surplus lands in
British Columbia, Canada, to various purchasers.  The sale
transactions that have closed or are in the process of being
finalized are:

   1. Sale of "Blanket Creek", "Beaton Complex", "Beaton Schedule
      A", "Galena Bay Thumb", "Arrowhead (Henry's Creek)",
      "Galena Bay", "Arrow Park (Hampton)", "Taite Creek", "Tuzo
      Junction" and "Kettle River Park North" lands to Chou
      Associates Management Inc. The contract was signed on
      October 26, 2007, for a purchase price of $4,800,000;

   2. Sale of "Beaverdell South" lands for a purchase price of
      $550,000.  The contract was signed October 22, 2007, and
      was scheduled to close on October 30, 2007;

   3. Sale of "Shelter Bay" lands to Ilkay Development
      Corporation.  The contract has not yet been signed.  The
      purchase price is $11,300,000;

   4. Sale of "Burton" lands for a purchase price of $795,000.
      The contract has not yet been signed;

   5. Sale of "Shields Creek" lands for a purchase price of
      $1,350,000.  The contract has not yet been signed, though
      the draft contract currently provides for a scheduled
      closing of November 23, 2007;

   6. Sale of "Deer Park" lands for a purchase price of $751,000.
      The contract has not yet been signed, though the draft
      contract currently provides for a scheduled closing of
      November 25, 2007;

   7. Sale of "Saunier Lake" lands for a purchase price of
      $275,000.  The contract has not yet been signed, though the
      draft contract currently provides for a scheduled closing
      of November 23, 2007; and

   8. Sale of "Tuzo" lands for a purchase price of $225,000. The
      contract has not yet been signed though the draft contract
      currently provides for a scheduled closing of November 26,
      2007.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products  
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)


POPE & TALBOT: May Reject Leases Subject to 7 Days Written Notice
-----------------------------------------------------------------
The Honorable Justice Geoffrey B. Morawetz has permitted Pope &
Talbot Ltd. and its debtor-affiliates to vacate, abandon or quit
any leased premises or repudiate any real property lease and any
ancillary agreements relating to any leased premises, on not less
than seven days' notice to the relevant landlord.

The Applicants may also terminate the employment of their
employees or temporarily lay off employees as the Applicants deem  
appropriate.

Pope & Talbot Ltd. has shutdown certain of its mills over the
last few months to reduce costs and reduced production at other
mills.

In an affidavit filed with the CCAA Court, R. Neil Stuart, Pope &
Talbot's vice president and chief financial officer, said the
shutdown was necessary due to the falling prices of softwood
lumber products brought on by the downturn in the U.S. housing
market.  Mr. Stuart said it was not profitable for the Applicants
to run at normal capacity in the circumstances.

Mr. Justice Morawetz held that until the time as an Applicant
repudiates a real property lease, the Applicants will pay all
amounts constituting rent or payable as rent under real property
leases -- including common area maintenance charges, utilities
and realty taxes and any other amounts payable to the landlord
under the lease -- or as otherwise may be negotiated by the
Applicants from time to time, commencing October 29, 2007, bi-
weekly, in advance but not in arrears.

Mr. Justice Morawetz directed the Applicants to provide each of
the relevant landlords with notice of the relevant Applicant's
intention to remove any fixtures from any leased premises at
least seven days prior to the date of the intended removal.

The relevant landlord will be entitled to have a representative
present in the leased premises to observe the removal and, if the
landlord disputes the Applicant's entitlement to remove any  
fixture under the provisions of the lease, the fixture will  
remain on the premises and will be dealt with as agreed between
any applicable secured creditors, the landlord and the relevant
Applicant, or by further Court order.

If an Applicant repudiates the lease governing the leased
premises, the Applicant will not be required to pay Rent under
the lease pending resolution of any dispute, and the repudiation
of the lease will be without prejudice to the Applicant's claims
to the fixtures in dispute.

If a lease is repudiated by an Applicant, then during the notice
period prior to the effective time of the repudiation, the
landlord may show the affected leased premises to prospective
tenants during normal business hours, on giving the Applicant  
and PricewaterhouseCoopers Inc. 24 hours' prior written notice.

Mr. Justice Morawetz also held that at the effective time of the
repudiation, the landlord will be entitled to take possession of
the leased premises without waiver of or prejudice to any claims
or rights the landlord may have against the Applicant in respect
of the lease or leased premises.  The landlord will be entitled
to notify the Applicant of the basis on which it is taking
possession and to gain possession of and re-lease the leased
premises to any third party or parties on terms as the landlord
considers advisable.  Nothing, however, will relieve the landlord
of its obligation to mitigate any asserted damages, Mr. Justice
Morawetz said.

The Applicants are permitted to dispose of any or all of the
property located or formerly located at the leased premises
without any interference of any kind from landlords
notwithstanding the terms of any leases, Mr. Justice Morawetz
ruled.  The Applicants, Mr. Justice Morawetz added, will have the
right to realize upon the Property and other assets in the manner
and at locations, including leased premises, as it deems suitable
or desirable for the purpose of maximizing the proceeds and
recovery therefrom.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products  
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)


POPE & TALBOT: Seeks to Obtain Up to $15,000,000 in DIP Financing
-----------------------------------------------------------------
Pope & Talbot Inc. and its subsidiaries are seeking postpetition
financing that will provide up to $10,000,000 to $15,000,000 in
operating funding, R. Neil Stuart, Pope & Talbot's vice president
and chief financial officer, said in an affidavit filed with the
Superior Court of Justice (Commercial List) for the Province of
Ontario, in Canada.

P&T Ltd. has been in negotiations with its lenders, Wells Fargo
Financial Corporation Canada and Ableco Financial LLC, regarding
the possibility of DIP financing during the CCAA proceedings,
according to Mr. Stuart.  As of Oct. 28, 2007, no DIP financing
has been agreed upon, he said.

The Applicants will seek the approval from the CCAA Court of any
DIP financing arrangement once finalized.

Pope & Talbot has filed with the CCAA Court a cash flow forecast
for a 13-week period ending Jan. 25, 2008.  The company expects
spending $170,095,000 on account of operating expenses and
$9,170,000 on account of restructuring-related expenses.  Pope &
Talbot expects making $12,440,000 in total disbursements for the
week ending November 2.

The company expects cash receipts to total $183,900,000 during
the period.

                Pope & Talbot, Inc. Cash Forecast
                      All Sites Consolidated
                 13 Weeks Ending January 25, 2008

   Operating Cash Flow
     Cash Receipts                                $183,900,000

     Restructuring Charges                          (9,170,000)

     Operating Cash Disbursements
       Payroll, payroll taxes & benefits           (35,934,000)
       Raw Materials                               (74,048,000)
       Freight                                     (20,262,000)
       Pension Contribution                            (93,000)
       Capital Expenditures                         (1,733,000)
       Other                                       (38,024,000)
                                                --------------
     Total Operating Disbursements                (170,095,000)
                                                --------------
     Total Disbursements                          (179,264,000)
                                                --------------
   Net Cash Flow                                    $4,636,000
                                                ==============

The company had $53,000,000 in unsecured trade debt arising from
its ordinary course trade supply obligations.

P&T Ltd. intends to utilize its postpetition receivables to fund
its operations until DIP financing is confirmed or Pope & Talbot
is otherwise required to take other steps to fund its operations,
Mr. Stuart said.  P&T Ltd. intends to work closely with its
lenders to try and finalize a DIP financing arrangement to fund
its operations during the CCAA proceedings, he added.

The Applicants expect to be able to manage their operations based
on expected cash flow in the near term but expects that the DIP
loan providing $10,000,000 to $15,000,000 in operating funding
will be required if operations are to be maintained at the
current level for the longer term, Mr. Stuart told the CCAA
Court.

On the CCAA Petition Date, the Honorable Justice Geoffrey B.
Morawetz directed the Applicants to:

   -- make no payments of principal, interest or otherwise on
      account of amounts owing by the Applicants to any of their
      creditors as of Oct. 28, 2007;

   -- grant no security interests, trust, liens, charges or
      encumbrances upon or in respect of any of the Applicants'
      Property; and

   -- not grant credit or incur liabilities except in the
      ordinary course of the business, or with the consent of the
      Applicants; PricewaterhouseCoopers Inc., the Court-
      appointed monitor; and Wells Fargo Canada and Ableco.

Prior to the Oct. 28, 2007, Pope & Talbot obtained funding
under a Credit Agreement dated June 28, 2008, with Ableco Finance
LLC, as collateral agent, term loan B agent and lender; and Wells
Fargo Financial Corporation Canada.

As of Oct. 29, 2007, the aggregate principal amount outstanding
under the Credit Agreement was roughly $216,000,000.  The
prepetition loan consists of a term loan facility and a revolving
credit facility.  The credit facilities are secured by
substantially all of the Applicants' assets.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products  
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007. (Pope & Talbot Bankruptcy News, Issue No.
2; Bankruptcy Creditors' Service Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000)


PRINCETON SKI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Princeton Ski Shop, Inc.
             dba Princeton Ski Shops
             700 Route 3 West
             Clifton, NJ 07012

Bankruptcy Case No.: 07-26206

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Princeton Ski Outlet Corp.                 07-26207
        Princeton N.Y.C., Inc.                     07-26209
        Princeton Ski and Tennis, Inc.             07-26208

Type of Business: The Debtors sell skiing goods and equipment.

Chapter 11 Petition Date: November 4, 2007

Court: District of New Jersey (Newark)

Debtors' Counsel: Michael D. Sirota, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard
                  25 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Princeton Ski Shop, Inc.    $10,000 to             $1 Million to
                            $100,000               $100 Million

Princeton Ski Outlet        Less than              $100,000 to
Corp.                       $100,000               $1 Million

Princeton N.Y.C., Inc.      Less than              $100,000 to
                            $100,000               $1 Million

Princeton Ski and Tennis,   Less than              $100,000 to
Inc.                        $100,000               $1 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
BURTON                         $1,278,929
P.O. Box 116
Albany, NY 12201-0116

HEAD TYROLIA WINTERSPORTS      $755,894
P.O. Box 31537
HARTFORD, CT 06151-1537

THE NORTHFACE-VF OUTDOOR,      $486,063
INC.
13911 COLLECTIONS
CENTER DRIVE
CHICAGO, IL 60693

SPYDER ACTIVE SPORTS, INC.     $302,803
ATTENTION:
ACCOUNTS RECEIVABLE
4725 WALNUT STREET
BOULDER, CO 80301-2537

SPORTS RECREATION COMPANY,     $262,399
LTD. dba MARKE
P.O. Box 915172
Dallas, TX 75391-5172

250 R.H., L.L.C.               $253,460
200 Robbins Lane
Jericho, NY 11753

K2 CORPORATION                 $223,463

ROSSIGNOL SKI COMPANY, INC.    $192,418

SESSIONS                       $175,028

HELLY HANSEN                   $166,434

FISCHER SKIS U.S., L.L.C.      $160,104

COALISON USA, INC.             $126,069

13-21 EAST 22ND RESIDENCE      $125,842

DALBELLO                       $121,120

SMITH SPORT OPTICS, INC.       $101,609

OAKLEY SALES CO.               $98,102

SALOMON NORTH AMERICA          $98,018

BOGNER                         $84,841

ATOMIC SKI U.S.A.              $79,862

FERA INTERNATIONAL CORP.       $79,119


PUGET ENERGY: Inks Merger Pact with Infrastructure Investors
------------------------------------------------------------
Puget Energy Inc., the parent company of Puget Sound Energy, has
entered into a definitive merger agreement with a consortium of
long-term infrastructure investors.  

Under the terms of the agreement, the consortium will acquire all
of the outstanding shares of Puget Energy for $30 per share in
cash, representing over a 25% premium based upon Puget Energy's
closing share price on Oct. 25, 2007, the last trading day prior
to the transaction statement.

The consortium is led by Macquarie Infrastructure Partners, the
Canada Pension Plan Investment Board and British Columbia
Investment Management Corp., and also includes Alberta Investment
Management, Macquarie-FSS Infrastructure Trust and Macquarie Bank
Ltd..

The transaction was approved by the board of directors of Puget
Energy and boards of the consortium members.  The transaction is
expected to close during the second half of 2008, subject to
approval by Puget Energy's shareholders and certain regulatory
approvals, including those from the Washington Utilities and
Transportation Commission and the Federal Energy Regulatory
Commission.

After the merger, PSE expects to benefit from access to capital to
secure future energy supply and delivery infrastructure to meet
growing demand and remain headquartered in Bellevue with the
current management team and employees.

Recognizing the needs of PSE's service area, where the population
is expected to grow by 28% over the next 20 years, the consortium
said it supports PSE's plans to spend nearly
$5 billion over the next five years to meet the anticipated energy
supply needs and delivery infrastructure requirements of the
utility.

Customer growth and the expiration of large purchased-power
contracts in coming years are driving PSE's need to acquire a
large amount of new power supplies.  PSE estimates it will need
more than 1,300 average-megawatts of new electricity supply by
winter 2014-15.  This need is expected to increase to more than
2,600 aMW by 2025, equivalent to the power demand of two cities
the current size of Seattle.

In connection with the transaction, the consortium has committed
to an initial investment of approximately
$300 million in 12.5 million shares of newly issued Puget Energy
common stock by way of a separate private placement priced at
$23.67 per share to fund the company's ongoing construction
program and working capital needs.

It is anticipated the private placement will occur prior to the
end of 2007.  The consortium also committed to securing credit
facilities of at least $2.15 billion to help fund PSE's capital
expenditure program and working capital needs and support energy
hedging activities upon closing of the transaction.

Upon completion of the merger, Puget Energy common stock will
cease to be publicly traded.  The company will be owned by the
consortium and continue to operate as Puget Energy Inc. Puget
Energy's and PSE's headquarters will remain in Bellevue under the
continued leadership of the current management team, and the
utility will continue to be subject to regulation, including that
of the WUTC and the FERC.

Under the terms of the merger, PSE's current employees and
management team will remain.  The consortium will honor the
current collective bargaining agreements in place for PSE's
represented employees with the International Brotherhood of
Electric Workers, Local 77, and United Association of Journeymen
and Apprentices of the Plumbing and Pipefitting Industry of the
United States and Canada, Local 26 and Local 32, as well as
existing wage and primary benefits for all employees.

                     About Puget Energy Inc.
   
Headquartered in Bellevue, Washington, Puget Energy Inc.
(NYSE:PSD) - http://www.pugetenergy.com/-- is an energy services  
holding company.  All of the company's operations are conducted
through its subsidiary, Puget Sound Energy Inc., a utility
company.  Puget Energy has no significant assets other than the
stock of its PSE.

                          *     *     *

Moody's Investors Service placed Puget Energy Inc.'s issuer rating
at 'Ba1' on Oct. 29, 2007.


PULTE HOMES: S&P Lowers Ratings to BB+ with Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Pulte Homes Inc. to 'BB+'
from 'BBB-'.  The outlook remains negative. The ratings affect
approximately $3.5 billion of senior unsecured notes.
      
"The downgrades follow recently reported weak results and
anticipate continued challenging market conditions," said credit
analyst James Fielding.  "As a consequence of fewer closings and
sharply lower gross margins, Pulte's EBITDA-based credit metrics
have weakened considerably.  Furthermore, S&P believe that Pulte's
larger land holdings and concentration in some of the more
troublesome housing markets will lead to further large inventory
impairments and will likely compel the company to seek relief
under the tangible net worth covenant governing its unsecured line
of credit."
     
Mr. Fielding added that despite the company's credit challenges,
Pulte is more conservatively leveraged than many of its peers,
reported a modest third quarter profit, and appears poised to
generate considerable free cash flow in its typically seasonally
strong fourth quarter.
     
The negative outlook acknowledges S&P expectation that conditions
will remain very challenging in Pulte's primary housing markets
through 2009.  S&P would revise its outlook to stable if Pulte
converts its comparably large backlog to cash, successfully amends
its net worth covenant, and improves profitability.  However, S&P
will lower the ratings further if the company falls materially
short of its cash flow generation goals and/or continues to
generate large impairments that further erode its equity base.


QUAKER FABRIC: Benesch Friedlander OK'd as Committee Local Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
the Official Committee of Unsecured Creditors in Quaker Fabric
Corp. and Quaker Fabric Corporation of Fall River's bankruptcy
cases to retain Benesch, Friedlander, Coplan & Aronoff LLP as its
local counsel, nunc pro tunc to Aug. 16, 2007.

Documents submitted to the Court did not disclose the firm's
expected services to the Committee.

Bradford J. Sandler, Esq., an attorney at Benesch Friedlander,
tells the Court that the firm's professionals bill:

      Designation                             Hourly Rate
      -----------                             -----------
      Partners                                $375 - $595
      Associates                              $210 - $270
      Paralegals                              $145 - $185
      Administrative Assistants               $115 - $120
      Document Clerks                         $115 - $120

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

Mr. Sandler can be contacted at:

      Bradford J. Sandler, Esq.
      Benesch, Friedlander, Coplan & Aronoff, LLP
      222 Delaware Avenue, Suite 801
      Wilmington, DE 19801-1611
      Tel: (302) 442-7010
      Fax: (302) 442-7012
      http://www.bfca.com/

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' latest schedules reflect total assets of $41,375,191
and total liabilities of $54,435,354.


QUAKER FABRIC: Committee Can Hire BDO Seidman as Accountants
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Quaker Fabric
Corp. and Quaker Fabric Corporation of Fall River's bankruptcy
cases obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to retain BDO Seidman LLP as its accountants
and financial advisors, nunc pro tunc to Aug. 28, 2007.

BDO Seidman is expected to:

   a) analyze the financial operations of the Debtors before and
      after the bankruptcy filing, as necessary;

   b) analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Court approval
      including financing, sale of all or a portion of the
      Debtors' assets, managaement compensation and employee
      incentive and severance plans;

   c) perform claims analysis for the Committee, as necessary;

   d) verify assets and liabilities and their values;

   e) assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtors;

   f) assist the Committee in its evaluation of cash flow and
      other projections prepared by the Debtors;

   g) scrutinize cash disbursements on an on-going basis for the
      period subsequent to the commencement of this case;

   h) analyze transactions with insiders, related and affiliated
      companies;

   i) analyze transactions with the Debtors' financing
      institutions;

   j) analyze the Debtors' real property interests, including
      lease assumptions and rejections, and potential real
      property asset sales;

   k) attend meetings of creditors and conference with
      representatives of the creditor groups and their counsel;

   l) review the work performed by the Debtors' investment
      bankers, monitor the sale and liquidation of the Debtors and
      anaylze and evaluate bids received to determine the best
      alternative for unsecured creditors;

   m) attend auctions of the Debtors' assets;

   n) perform forensic investigating services, as requested by the
      Committee and counsel, regarding pre-bankruptcy activites of
      the Debtors in order to identify potential causes of action;

   o) assist the committee in its review of the financial aspects
      of a plan of reorganization to be submitted by the Debtors,
      or in arriving at a proposed reorganization plan;

   p) review of tax issues, as deemed necessary: and

   q) perform other necessary services as the Committee or its
      counsel may request from time to time.

Marlene Rabinowitz, a certified public accountant and partner at
BDO Seidman, tells the Court that the firm's professionals bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partners                        $400 - $775
      Directors & Senior Managers     $300 - $600
      Managers                        $225 - $375
      Seniors                         $175 - $275
      Staff                           $125 - $200

Ms. Rabinowitz assures the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' latest schedules reflect total assets of $41,375,191
and total liabilities of $54,435,354.


QUAKER FABRIC: Committee Can Hire Shumaker Loop as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in Quaker Fabric
Corp. and Quaker Fabric Corporation of Fall River's bankruptcy
cases to retain Shumaker, Loop & Kendrick LLP as its main counsel,
nunc pro tunc to Aug. 16, 2007.

Shumaker Loop is expected to:

   a) advice with respect to the Committee's duties,
      responsibilities and powers in this case;

   b) investigate and anaylze the acts, conduct, and financial
      condition of the Debtors, their assets and liabilities, the
      operation of their business, and the desirability of
      continued business operations versus liquidation, the
      desirability of appointment of a trustee or examiner, or
      conversion of the cases under Chapter 7, and the feasibility
      of a Chapter 11 plan;

   c) consult, discuss, and negotiate with the trustee or debtor-
      in-possession, and other interested parties concerning the
      administration of the case, and the provisions of a
      Chapter 11 plan;

   d) investigate, analyze, and evaluate potential claims of the
      estate, including claims for recovery of avoidable transfer
      under the U.S. Bankruptcy Code;

   e) determine the desirability of post-bankruptcy filing
      financing arrangements proposed by the Debtors;

   f) determine the desirability of proposed sales of assets of
      the Debtors and distribution of any proceeds;

   g) represent the Committee at any hearings or conferences with
      regard to administration of the case, and prepare and file
      appropriate papers in connection;

   h) prepare and file motions, complaints, applications, and
      other pleadings and papers as may be appropriate to
      represent the Committee; and

   i) represent and assist the Committee with regard to any and
      all other matters relating to the administration of the
      cases, operation of the Debtors' business, and protection of
      the rights and positions of the unsecured creditors and the
      estate.

David H. Conaway, Esq., a partner at Shumaker Loop, tells the
Court that the firm's professionals bill:

      Professional                           Hourly Rate
      ------------                           -----------
      David H. Conaway, Esq.                    $475
      David M. Grogan, Esq.                     $405
      David A. Matthews, Esq.                   $360

      Other partners                         $270 - $475
      Other associates                       $195 - $360
      Paraprofessionals                      $125 - $195

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

Mr. Conaway can be contacted at:

      David H. Conaway, Esq.
      First Citizens Bank Building
      128 South Tryon Street, Suite 1800
      Charlotte, North Carolina 28202-5013
      Tel: (704) 375-0057
      Fax: (704) 332-1197
      http://www.slk-law.com/

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' latest schedules reflect total assets of $41,375,191
and total liabilities of $54,435,354.


QUALITY HOME: Wants AICCO Premium Financing Pact Approved
---------------------------------------------------------
Quality Home Loans seeks authority from the U.S. Bankruptcy Court
for the Central District of California to assume and enter into a
premium finance agreement with AICCO Inc.

The Debtor entered into a premium financing agreement with AICCO,
Inc. to finance the premiums of certain of its insurance policies.  
Under the commercial premium finance agreement dated June 29,
2007, between AICCO and the Debtor, AICCO pays the premiums due
under the financed insurance policies, and the Debtor is then
obligated to repay the amount financed through a cash down payment
and subsequent periodic installment payments over the term of the
premium finance agreement.

The cash down payment of $42,647 has been paid.  The current
installment payments are $21,538, beginning July 8, 2007.  The
final installment payment pursuant to the finance agreement is due
on March 8, 2008.  Since the Debtor's filing for bankruptcy, the
Debtor has made the September and October installment payments to
AICCO in order to ensure uninterrupted insurance coverage.

The Debtor asserts that the finance agreement is in its best
interests, its estate and its creditors, and any lapse in its
contract would result to the Debtor's exposure to substantial
liability for damages to persons or property.

                       About Quality Home

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

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


QUANTA SERVICES: Moody's Withdraws Ba3 Corporate Family Rating
--------------------------------------------------------------
These ratings of Quanta Services, Inc. have been withdrawn:

   -- Corporate Family Rating of Ba3.

Quanta Services Inc.'s debt issues have no Moody's ratings.

Moody's has withdrawn these ratings for business reasons.  Moody's
added that the ratings were withdrawn because this issuer has no
rated debt outstanding.


QMED INC: Reports Insufficient Capital; Two Directors Resign
------------------------------------------------------------
QMed Inc. disclosed that it continues to incur losses and unable
to raise adequate capital to support both its operational needs
and statutory reserve requirements related to its business and
certain of its subsidiaries.

As a result, the company will be limiting or disengaging from
Special Needs Plan related activity in South Dakota, and will be
working to transition or conclude involvement in its New Jersey
Special Needs Plan.

The company said that it is investigating strategic alternatives
to maximize the value of its other businesses, which may include
selling various assets.  The company added that there can be no
assurances it will be able to maintain its other businesses, or
to sell assets at amounts, which would be greater than its
liabilities.  In addition, it is exploring seeking protection
under the federal bankruptcy laws.

The company further disclosed that Lucia Quinn and John Zanotti
have resigned from the Board of Directors.

                          Going Concern

During the nine months ended August 31, 2007, the company incurred
net losses totaling $13.1 million, had net cash used in operating
activities of $5.1 million as of Aug. 31, 2007.  The company
believes these factors raise substantial doubt as to the company's
ability to continue as a going concern.

                         About Qmed Inc.

Headquartered in Eatontown, New Jersey, Qmed Inc. (NasdaqCM: QMED)
-- http://www.qmedinc.com/-- provides evidence-based clinical   
information management systems around the country to its health
plan customers.  The system incorporates Disease Management
services to patients and decision support to physicians.  The
company's QMedCare subsidiary specializes in serving high-risk
populations of Medicare beneficiaries.


R&G FINANCIAL: Closes $288MM Crown Bank Stake Sale to Fifth Third
-----------------------------------------------------------------
R&G Financial Corporation completed the $288 million sale of all
of the outstanding common stock of R-G Crown Bank FSB, its
Casselberry, Florida-based savings bank subsidiary, to Fifth Third
Financial Corporation, a subsidiary of Fifth Third Bancorp on
Nov. 2, 2007.

As reported in the Troubled Company Reporter on May 24, 2007, the
company sold R-G Crown.  The sale closing was subjected to:

     -- cancellation of R-G Crown's "cease and desist
        order,"

     -- its maintenance of financial statements in
        accordance with GAAP, and

     -- minimum tangible equity.

In connection with the transaction, Fifth Third also assumed the
approximately $50 million of outstanding trust preferred
obligations of R&G Acquisition Holdings Corporation, a wholly
owned subsidiary of RGF and the direct parent of Crown.  

The cash proceeds received by RGF in connection with the closing
was $258.75 million, $5 million of which will be held in a third
party escrow account for one year to cover possible
indemnification obligations, which because of certain adjustments
taken pursuant to the provisions of the Stock Purchase Agreement
dated May 20, 2007 among RGF, RAC, Crown and Fifth Third, is less
than the $288 million.

In connection with the closing of the transactions contemplated by
the Stock Purchase Agreement, Fifth Third also acquired from a
company owned by Victor J. Galan, a director and the principal
shareholder of RGF and its former chairman of the board and chief
executive officer, certain real property upon which Crown operated
branch offices.

Immediately after the closing of the transactions, RAC used a
portion of the proceeds to redeem its $150 million of outstanding
Series A preferred stock, and RGF repurchased all of the
outstanding warrants to purchase 8.75 million shares of RGF common
stock for nominal consideration.

                       About R&G Financial

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial   
holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker- dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.  
At June 30, 2006, the company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch has downgraded the long-term issuer default rating of R&G
Financial Corporation to 'CCC' from 'BB-'.  Further, R&G has been
placed on rating watch negative.  In addition, the long-term IDR
of R-G Premier Bank has been downgraded to 'B' from 'BB-'.
    

R&G FINANCIAL: Completes Restatement of 2002-2004 Annual Reports
----------------------------------------------------------------
R&G Financial Corporation completed the restatement of its
consolidated financial statements for the years 2002 through 2004
and the filing of its amended Annual Report on Form 10-K/A for the
year ended Dec. 31, 2004, with the U.S. Securities and Exchange
Commission.

The 2004 10-K/A also discusses factors that have affected the
company's results of operations and financial condition for
periods subsequent to Dec. 31, 2004 and financial, operational and
legal difficulties currently affecting the Company.

"The completion of the restatement represents a significant step
forward for the company," Rolando Rodriguez, the company's chief
executive officer, said.  We continue to work diligently to become
current in our financial reporting and to address the
issues resulting from the restatement."

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial   
holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker- dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.  
At June 30, 2006, the company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch has downgraded the long-term issuer default rating of R&G
Financial Corporation to 'CCC' from 'BB-'.  Further, R&G has been
placed on rating watch negative.  In addition, the long-term IDR
of R-G Premier Bank has been downgraded to 'B' from 'BB-'.


R&G FINANCIAL: Dividend Payments on Pref. Stock & Sec. Approved
---------------------------------------------------------------
R&G Financial Corporation has received authorization to make
November dividend payments on its series of preferred stock and
trust preferred securities.    

RGF also has requested and received regulatory permission to pay
its dividend obligations for November on its four outstanding
series of preferred stock and on its trust preferred securities
issues which have payments due in November and the preferred stock
of RAC, from Oct. 1 through Nov. 2, 2007, at which time the RAC
preferred stock was redeemed in full in connection with the
acquisition of Crown by Fifth Third pursuant to the terms of the
Stock Purchase Agreement.

Regulatory approvals are necessary as a result of RGF's
agreements with the board of governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation and Commissioner
of Financial Institutions of the Commonwealth of Puerto Rico.

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial   
holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker- dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.  
At June 30, 2006, the company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch has downgraded the long-term issuer default rating of R&G
Financial Corporation to 'CCC' from 'BB-'.  Further, R&G has been
placed on rating watch negative.  In addition, the long-term IDR
of R-G Premier Bank has been downgraded to 'B' from 'BB-'.


RA HENDRICKSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: R.A. Hendrickson Real Estate, Inc.
        P.O. Box 80
        Sea Cliff, NY 11579

Bankruptcy Case No.: 07-74458

Type of Business: The Debtor owns and operates real estate.

Chapter 11 Petition Date: November 2, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard J. McCord, Esq.
                  Certilman Balin Adler & Hyman
                  90 Merrick Avenue, East Meadow, NY 11554
                  Tel: (516) 296-7801
                  Fax: (516) 296-7111

Total Assets: $1,564,200

Total Debts:    $399,880

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


REALOGY CORP: Highly Leveraged Capital Cues S&P to Cut Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Realogy
Corp.; the corporate credit rating was lowered to 'B' from 'B+'.  
The rating outlook is stable.
      
"The downgrade reflects our expectation that the company will
experience lower than previously expected cash flow generation and
weakening credit measures over the intermediate term resulting
from a lengthening downturn in the U.S. residential real estate
market," said Standard & Poor's credit analyst Emile Courtney.
     
S&P expect Realogy to have about $6.3 billion in funded debt and
$7.7 billion in lease-adjusted debt, including borrowings related
to accounts receivable securitizations, at the end of 2007.  While
there is nothing stable about current transaction and pricing
trends in the U.S. residential real estate market, S&P believe
Realogy has available liquidity sources adequate to
withstand the current downturn in the cycle.  As a result, S&P are
unlikely to lower the rating further over the intermediate term.
     
The 'B' rating reflects Realogy's highly leveraged capital
structure, thin expected EBITDA coverage of interest expense, and
reduced cash flow generating ability as a result of the
residential real estate downturn and the close of the $9 billion
LBO of the company by Apollo Management L.P. in April 2007.


RIVIERA HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $41.9 Mil.
------------------------------------------------------------------
Riviera Holdings Corporation reported Friday financial results for
the three- and nine-month periods ended Sept. 30, 2007.

At Sept. 30, 2007, the company had $219.1 million in total assets
and $261.0 million in total liabilities, resulting in a
$41.9 million total shareholders' deficiency.

Net loss for the quarter was $18.3 million, compared to a net loss
of $432,000 in the third quarter of 2006.  The net loss included
the unfavorable effect of a $7.5 million non-cash charge to record
the loss on the company's derivatives resulting from the
interest rate swap on the new term loan, a non-cash charge of $5.0
million to write off the unamortized costs and discounts and
$7.9 million for the prepayment premium related to the retirement
of the company's $215 million 11% bonds which were extinguished on
July 9, 2007.  

Net revenues for the third quarter were $52.4 million, an increase
of $2.0 million or 4% from the third quarter of 2006.  Income from
operations was $6.7 million, up $700,000 or 11% from the third
quarter of 2006.  Included in income from operations in the third
quarter of 2007 was $206,000 in equity-based compensation costs
related to stock option expense compared to $183,000 in 2006, and
$160,000 of mergers, acquisitions and development costs in 2007
compared to $281,000 in 2006.

Adjusted EBITDA was $10.3 million in the third quarter of 2007
compared with $9.5 million in 2006.  Adjusted EBITDA consists of
earnings before interest, income taxes, depreciation,
amortization, equity-based compensation, asset impairments, and
mergers, acquisitions and development costs.

              Nine Months Ended Sept. 30, 2007

Net revenues for the nine months ended Sept. 30, 2007, were
$158.1 million, an increase of $3.6 million or 2% from the same
period in 2006.  Income from operations was $25.1 million, an
increase of $4.4 million or 21% from the 2006 period.  Adjusted
EBITDA was $36.1 million, an increase of $4.2 million or 13% from
the 2006 period.
    
Included in operating income for the first nine months of 2007 was
$759,000 in equity-based compensation costs related to stock
option expense compared to $589,000 in 2006, and $448,000 of
mergers, acquisitions and development costs in 2007 compared to
$1.2 million in 2006.  Net loss for the nine months ended
Sept. 30, 2007, was $12.1 million, compared to net income of
$1.3 million for the nine months ended Sept. 30, 2006.
    
Included in the net loss for the nine months ended Sept. 30, 2007,
was a non-cash charge of $5.0 million related to the company's
remaining bond costs and $7.9 million related to the premium
related to the retirement of the company's $215 million 11% bonds
on July 9, 2007.  Additionally, the company recorded $6.6 million
as a non-cash charge related to the negative impact of the
decrease in interest rates on the company's interest rate swap.
The interest swap agreement generated approximately a 7.5% fixed
rate for the company's current debt.

William L. Westerman, chief executive officer, said, "Our team
continues to focus on the daily operations at both properties, as
shown in our record adjusted EBITDA.  With our previously
announced capital expenditure plan focused on updating our room
product in Las Vegas, and our casino floors in both Las Vegas and
Black Hawk, we believe we are positioned in the marketplace to
continue to generate increases in revenues and operating income
for the foreseeable future.  We believe these improvements will
enhance our guests' overall experience at both properties, while
generating stronger long-term financial results for our company.
    
"Third quarter 2007 net income was adversely impacted by a one-
time charge of $12.9 million to record the call premium and the
write off of the remaining deferred refinancing costs on the 11%
notes we redeemed in July, and by a $7.5 million non-cash charge
for the effects of the interest rate environment on our swap
agreement for our new $225 million debt.  With this refinancing,
our effective rate is now fixed at approximately 7.5%, which
is a significant reduction to our previous borrowing arrangements.
We are pleased with our rate, and are not concerned with the non-
cash charge or benefits that resulted from our swap agreement.  
The current expense reflects the cost that would be required only
if we were to break our swap agreement."

                      About Riviera Holdings

Headquartered in Las Vegas, Riviera Holdings Corporation (Amex:
RIV) -- http://www.rivierahotel.com/-- owns and operates the   
Riviera Hotel and Casino on the Las Vegas Strip and the Riviera
Black Hawk Casino in Black Hawk, Colorado.


ROCKFORD PRODUCTS: Can Hire LeBoeuf Lamb as General Counsel
-----------------------------------------------------------
Rockford Products Corporation and Rockford Products Global
Services Inc. obtained permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ LeBoeuf, Lamb,
Greene & MacRae LLP as their general counsel, nunc pro tunc, to
their bankruptcy filing.

LeBoeuf Lamb will:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued operation of
       their businesses;

   (b) advise the Debtors with respect to all general bankruptcy
       matters;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports, and papers in
       connection with the administration of their estates;

   (d) represent the Debtors at all critical hearings on matters
       relating to their affairs and interests as debtors-in-
       possession before this Court, any Appellate Courts, and
       the United States Supreme Court, and protecting the
       interests of the Debtors;

   (e) prosecute and defend litigated matters that may arise
       during these Cases, including matters as may be necessary
       for the protection of the Debtors' rights, the
       preservation of estate assets, or the Debtors' successful
       reorganization;

   (f) preparing and filing the disclosure statement and
       negotiating, presenting and implementing a plan of
       reorganization;

   (g) negotiate appropriate transactions and preparing any
       necessary documentation;

   (h) represent the Debtors on matters relating to the
       assumption or rejection of executory contracts and
       unexpired leases;

   (i) advise the Debtors with respect to general corporate,
       litigation, regulatory, tax, labor and other legal matters
       which may arise during the pendency of these Cases;
       and

   (j) perform all other legal services that are necessary for
       the efficient and economic administration of these Cases.

The Debtors will pay LeBoeuf an hourly fee based on these rates:

         Professional                          Rate
         ------------                          ----
         Lewis S. Rosenbloom, Esq.             $750
         Dean S. Gramlich, Esq.                $550
         Mohsin N. Khambati, Esq.              $550
         Thomas J. Augspurger, Esq.            $495
         June Y. Kim, Esq.                     $395
         Sandy Holstron                        $260

Consistent with the firm's policy with respect to its other
clients, LeBoeuf will continue to charge the Debtors for all other
services provided and for other charges and disbursements incurred
in the rendition of services.  LeBoeuf has agreed to charge at the
rate of 50% per hour for travel to and from Rockford, Illinois and
will charge $0.10 per page for photocopies.  Charges and
disbursements are invoiced pursuant to LeBoeuf's terms of
engagement and will comply with the requirements of the Bankruptcy
Code and this Court.

To the best of the Debtors' knowledge, LeBoeuf neither represents
nor holds any interest materially adverse to the interests of the
estates or any class of creditors or equity security holders.

The firm can be reached at:

          Thomas J. Augspurger, Esq.
          LeBoeuf, Lamb, Greene & MacRae LLP
          Two Prudential Plaza
          180 North Stetson, Suite 3700
          Chicago, Illinois 60601
          Telephone: (312) 794-8000
          Fax: (312) 794-8100
          http://www.llgm.com/

Rockford Products Corporation, -- http://www.rockfordproducts.com/  
and http://www.rockfordinternational.com/-- originally formed in   
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).


ROCKFORD PRODUCTS: Court OKs BlackEagle as "Stalking Horse" Bidder
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
yesterday approved BlackEagle Partners as stalking horse bidder
for Rockford Products Corporation and Rockford Products Global
Services Inc.'s Cold Formed Products Division, Nate Legue writes
for Rockford Register Star.

Late last month, the Debtors sought Court authority to publicly
sell its Cold Formed Products Division, their "remaining assets",
for a price consideration of $21,366,421.  The Debtors informed
the Court that it needs to sell off their assets with shortened
notice due to their continuing operating losses and diminishing
working capital on a daily basis.  In addition, the Debtors said
that an imminent sale is essential to retaining key customer
relationships.

BlackEagle Partners offered $21 million for the Debtors' assets,
Thomas V. Bona at Rockford Register Star said in a report last
week.

The Debtors propose to pay a break-up fee of 3% of the purchase
price, net of any applicable adjustments, plus $100,000.  Each
overbid thereafter must be at least $50,000 higher than the
previous bid.

Interested bidders must be willing to pay $600,000 more than
BlackEagle's offer in order to win the auction, Mr. Legue relates.

MacLean Fogg Co., a manufacturing firm in Mundelein indicated
continued interest to participate in the auction, Mr. Legue
reveals, citing Mike Silverman, the Debtors' financial consultant.

The Debtors have proposed an auction to be held on Nov. 12, 2007
at 10:00 a.m., in the office of Dewey & LeBoeuf LLP located at Two
Prudential Plaza, 180 North Stetson Avenue, Suite 3700 in Chicago,
Illinois.

The Debtors also proposed an asset sale hearing to be held on Nov.
15, 2007 at 1:00 p.m.

                        Previous Asset Sale

Originally, Rockford Products held two operating divisions, the
Rockford International Group, a distributorship unit, and Cold
Formed Products, a manufacturing unit.
                                                                             
      
Through RIG, Rockford Products used to purchase from international
and domestic manufacturers and sourced to the automotive and
commercial appliance industries certain fasteners and other
related parts used in those industries.  Cold Formed Products
Division, which manufactures ball studs, ball pins, brackets,
housings, track and specially engineered bolts for a variety of
applications in the automotive industry and serves larger
customers such as Federal-Mogul Corporation, Caterpillar, Inc.,
Metaldyne Company, LLC, ZF Lemforder Corporation, and Affinia
Products Corp.

In August 2007, the Court gave the Debtors authority to sell for
$3.4 million the consumer products unit of its RIG Division to RB
Distribution Inc., the winning bidder at a sale auction.

The sale transaction was consummated on Sept. 10, 2007.

The Court directed the parties that proceeds of the sale will be
immediately remitted to Bridge Healthcare Finance LLC and Bridge
Opportunity Finance LLC, agents in an agreement allowing the
Debtors to use Bridge's cash collateral which was approved by the
Court on Aug. 27, 2007.

On the other hand, Machesney Park-based Field Fastener bought the
original equipment line of RIG division for about $300,000 early
last month.

Silverman Consulting, as financial advisor, has been marketing the
Debtors' RIG and Cold Formed Products Divisions since January
2007.

                      About Rockford Products

Rockford Products Corporation, -- http://www.rockfordproducts.com/  
and http://www.rockfordinternational.com/-- originally formed in   
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  Thomas J.
Augspurger, Esq. at LeBoeuf, Lamb, Greene & MacRae LLP represents
the Debtors in their restructuring efforts.  BMC Group act as the
Debtors' claims, noticing, and balloting agent.  Lawyers at
Greenberg Traurig LLP serve as counsel to the Official Committee
of Unsecured Creditors.  The Debtors schedules disclose total
assets of $49,002,753 and total liabilities of $40,438,278.


RODNEY M. LUDINGTON: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Rodney M. Ludington, Sr.
        Sandra L. Ludington
        dba Southwest Constructors
        aka Ludington Partners Two
        aka Ludington Partners Six
        aka Ludington Partners Three
        aka Ludington Partners Four
        800 East 30th Street, Suite 2
        Farmington, NM 87401

Bankruptcy Case No.: 07-12767

Chapter 11 Petition Date: November 2, 2007

Court: District of New Mexico (Albuquerque)

Judge: Mark B. McFeeley

Debtor's Counsel: Chris W. Pierce, Esq.
                  Velarde & Pierce
                  2531 Wyoming Boulevard Northeast
                  Albuquerque, NM 87112
                  Tel: (505) 248-1828
                  Fax: (505) 843-8369

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ---------------
Accredited Home                $949,842
Lender
15253 Avenue Of
Science
San Diego, CA 92128

Americas Servicing Co.         $398,743
7485 New Horizon Way
Frederick, MD 21703

Chase Manhattan                $369,598
Mortgage
10790 Rancho
Bernardo Roadd
San Diego, CA 92127

Household Mortgage             $366,351
Services
P.O. Box 9068
Brandon, FL 33509

Indymac Bank                   $313,122
1 National City Parkway
Kalamazoo, MI 49009

San Juan County                $212,404
Abstract & Title

Washington Mutual              $169,871

Amex                           $155,999

Ford Motor Credit              $37,966

Mack Financial                 $25,953

Chase                          $24,434

Ford Motor Credit              $22,538

N.C.O. Financial               $22,245

Citizens Bank                  $17,238

G.M.A.C.                       $16,451

Animas Credit Union            $12,028


SAGITTARIUS CDO: Moody's Junks Ratings on Six Note Classes
----------------------------------------------------------
Moody's Investors Service downgraded ten classes of notes issued
by Sagittarius CDO I Ltd., with five of these classes left on
review for further possible downgrade.  The notes affected by the
rating action are:

   -- $630,000,000 Super Senior Facility;

      Prior Rating: Aaa

      Current rating: Baa1 on review for possible downgrade

   -- $15,000,000 Class S Senior Secured Floating Rate Notes
      Due 2012;

      Prior Rating: Aaa

      Current rating: Baa2 on review for possible downgrade

   -- $133,000,000 Class A Senior Secured Floating Rate Notes
      Due 2051;

      Prior Rating: Aaa

      Current rating: Baa3 on review for possible downgrade

   -- $82,500,000 Class B Senior Secured Floating Rate Notes
      Due 2051;

      Prior Rating: Aa2

      Current rating: Ba2 on review for possible downgrade

   -- $45,000,000 Class C Secured Floating Rate Deferrable
      Interest Notes Due 2051;

      Prior Rating: A2

      Current rating: Caa2 on review for possible downgrade

   -- $14,500,000 Class D-1 Secured Floating Rate Deferrable
      Interest Notes Due 2051;

      Prior Rating: Baa1

      Current rating: Ca

   -- $27,500,000 Class D-2 Secured Floating Rate Deferrable
      Interest Notes Due 2051;

      Prior Rating: Baa2

      Current rating: Ca

   -- $12,500,000 Class D-3 Secured Floating Rate Deferrable
      Interest Notes Due 2051

      Prior Rating: Baa3

      Current rating: Ca

   -- $10,000,000 Class E Secured Floating Rate Deferrable
      Interest Notes Due 2051

      Prior Rating: Ba1

      Current rating: Ca

   -- $15,000,000 Class X Secured Floating Rate Deferrable
      Interest Notes Due 2051.

      Prior Rating: Ba2

      Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 23, 2007 of an event of default caused by a failure of the
default par value coverage ratio to be greater than or equal to
the required level per Section 5.1(j) of the Indenture, dated
March 15, 2007.

Sagittarius CDO I Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.  
Reference obligations for the credit default swaps are RMBS and
CDO securities.

A high number of recent ratings downgrades in the underlying
portfolio magnified the impact of the ratings-based haircuts,
causing the default par value coverage ratio to fall below the
required level of 123.5%.

Upon an event of default in this transaction, the holders of 50%
or more of the total of the Super Senior Notional Amount plus the
aggregate outstanding amount of the Class S Notes, Class A Notes
and Class B Notes, voting together as a single class, are entitled
to determine whether the notes will be accelerated.  The decision
as to whether to direct the sale and liquidation of the collateral
is made by the super senior counterparty.  It is not clear at this
time which if any of these remedies will be exercised.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued.
Because of this uncertainty, the Super Senior Facility, Class S,
Class A, Class B and Class C Notes remain on review for possible
downgrade pending the receipt of definitive information.


SAINTS MEMORIAL: Moody's Holds "Ba1" Rating on Series 1993A Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Saints
Memorial Medical Center's $55.9 million of total Series 1993A
bonds issued by the Massachusetts Health and Educational Finance
Authority.  The outlook is stable.

                       Legal Security

Lien on gross receipts of Saints Memorial Medical Center; 1.10
times rate covenant; debt service reserve fund

Interest Rate Derivatives: None

                         Strengths

* Healthy operating performance with Saints posting positive
  operating margins since fiscal year 2001; through 9 months FY   
  2007 operating margin is 1.6% against 1.5% in 2006.

* Strong liquidity with days cash on hand at 127 through 9
  months of FY 2007; days cash has remained above 120 for over
  five years and cash to debt has grown over the same period to
  73% from 43% in FY 2002

* Strong inpatient volume growth the past two years with 4.2%
  in FY 2006 and 4.9% through 9 months FY 2007

                           Challenges

* Despite improving metrics, debt level remains high relative
  to size of operations with weak maximum annual debt service   
  coverage of 1.64 times through 9 months FY 2007 (Moody's
  annualized) against 1.68 in FY 2006 and high debt-to-cash
  flow of 6.30 through 9 months FY 2007 (Moody's annualized)
  against 7.38 in FY 2006

* Debt service and routine capital expenditures consume the
  majority of cash flow making it difficult to build liquidity
  or make strategic investments using operating cash flow;
  unrestricted cash and investments have grown slightly to
  $44.3 million through 9 months of FY 2007 from $40.9 million
  in FY 2005

* Competitive market in Lowell, Massachusetts with primary
  competition coming from Lowell General Hospital (rated A3,
  10,782 admissions in 2006) located just a few miles away;
  significant migration to the academic medical centers of
  Boston for highest acuity services remains a challenge.

* Physician-owned endoscopy suites budgeted to reduce volume by
  about 12% in 2008; bottom line impact expected to be minimal

                Recent Developments/Results

Saints has achieved consistently positive operating margins since
FY 2001, averaging 1.3% per year; through 9 months FY 2007,
operating margin is 1.6%.  Over the same time period some of
Saints' balance sheet metrics have improved with cash to debt
reaching 73% through 9 months FY 2007 from weaker 43% in FY 2001.  
Days cash on hand has declined from 138 days in FY 2001 although
still strong at 122 days in FY 2006 and 127 days through 9 months
FY 2007; days cash has remained above 120 days since FY 2000.

In spite of favorable operating results and liquidity measures,
performance relative to Saints' debt burden and high annual debt
service support the below investment grade rating.  Debt-to-cash
flow through 9 months FY 2007 (Moody's annualized) improved to
6.30 from 7.38 in FY 2006, but has been greater than 7 times for
over a decade; Moody's Baa3 median is 5.1 times and the Ba median
is 7.4 times.  Additionally, MADS coverage has been weak and has
consistently been below 2 times for over a decade (compared to our
national median of 2.6 times for Baa3 and 1.7 times for Ba).

Although MADS on the Series 1993 debt has declined due to annual
amortization, Saints has issued smaller amounts of debt through
Mass-HEFA to finance purchases of major equipment in recent years.  
The issuance of this debt has kept the overall level of MADS
relatively high.  MADS coverage through 9 months of FY 2007
(Moody's annualized) was weak at 1.64 times compared to 1.68 times
in FY 2006.

Despite a competitive market in Lowell, Saints has been able to
increase admissions over the past two years.  Admissions were up
4.2% in 2006 and are up 4.9% through the first nine months of FY
2007.  In addition, Saints is working to expand its referral base
and has added several new primary care physicians.  Late in fiscal
year 2006, Saints acquired walk in clinics providing primary and
urgent care services within its primary service area.  To support
these and existing physicians on its medical staff, Saints started
a hospitalist program in 2007. Saints is also looking to enhance
some existing services including a new outpatient cardiology
center to be located on the hospital's campus.
Outlook

The stable outlook reflects our expectation that Saints will
continue to produce positive operating margins and maintain
healthy levels of liquidity, allowing it to gradually pay down
debt and continue strengthening its debt service coverage.

What could change the rating -- Up

Greater volumes that translate into higher operating cash flow;
material reduction in debt outstanding and MADS

What could change the rating -- Down

Significant amount of new debt; operating losses over multi-year
period; significant reduction in cash balances

                      Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Saints Health System
      Inc.

   -- First number reflects audit year ended Sept. 30, 2006

   -- Second number reflects 9 months performance ending
      June 30, 2007

   -- Investment returns normalized at 6% unless otherwise
      noted

   -- Interest expense "grossed up" to include capitalized
      interest

* Inpatient admissions: 7,039; 5,549

* Total operating revenues: $128.5 million; $100.7 million

* Moody's-adjusted net revenue available for debt service
  (annualized): $12.5 million; $13.3 million

* Total debt outstanding: $64.7 million; $60.7 million

* Maximum annual debt service: $7.5 million; $8.1 million

* MADS Coverage with reported investment income (annualized):
  1.70 times; 1.58 times

* Moody's-adjusted MADS Coverage with normalized investment
  income (annualized): 1.68 times; 1.64 times

* Debt-to-cash flow (annualized): 7.38 times; 6.30 times

* Days cash on hand: 122.0 days; 127 days

* Cash-to-debt: 63.1%; 73.1%

* Operating margin: 1.5%; 1.6%

* Operating cash flow margin: 7.8%; 7.9%

Rated Debt (debt outstanding as of June 30, 2006)

   -- Series 1993A ($55.9 million outstanding) rated Ba1


SIERRA PACIFIC: Paying $0.08/Share Cash Dividend on December 12
---------------------------------------------------------------
Sierra Pacific Resources' board of directors has declared a cash
dividend of 8 cents per share, payable on Dec. 12, 2007, to common
shareholders of record on Nov. 19, 2007.

Headquartered in Nevada, Sierra Pacific Resources (NYSE:SRP) --    
http://www.sierrapacificresources.com/-- is a holding company  
whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada.

                          *     *     *

Moody's Investor Service placed Sierra Pacific Resources' issuer
and senior unsecured debt ratings at 'Ba3' in October 2007.  The
outlook is stable.


SL COCKRELL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: S.L. Cockrell Leasing, L.L.C.
        P.O. Box 1633
        Prentiss, MS 39474

Bankruptcy Case No.: 07-51635

Chapter 11 Petition Date: November 2, 2007

Court: Southern District of Mississippi (Gulfport Divisional
       Office)

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


SOURCE ENTERPRISES: Clear Thinking Named as Liquidation Trustee
---------------------------------------------------------------
Clear Thinking Group LLC and Joseph E. Myers, a partner and
managing director in the firm, have been named liquidation trustee
in the bankruptcy case of The Source Enterprises Inc.

The appointment became effective with the confirmation of
The Source Enterprises' fourth amended Chapter 11 Plan of
Reorganization by Judge Arthur J. Gonzalez of the U.S. Bankruptcy
Court, Southern District of New York, on October 2.

Under terms of the engagement agreement, Myers and staff from
Clear Thinking Group's Creditors Rights Practice will take all
actions consistent with the duties and responsibilities of the
liquidation trustee, as outlined in the Liquidation Trust
Agreement. Such actions will include, but not be limited to,
handling the wind-down of Source Enterprises' estate, the
prosecution of claims and the disbursement of funds to general
unsecured creditors.

                    About Clear Thinking Group

Headquartered in Hillsborough, New Jersey, Clear Thinking Group
LLC -- http://www.clearthinkinggrp.com/-- provides a wide range
of strategic consulting services to retail companies, consumer
product manufacturers/distributors and industrial companies.  The
national advisory organization specializes in assisting small- to
mid-sized companies during times of growth, opportunity, strategic
change, acquisition, and crisis.

                    About Source Enterprises

Headquartered in New York City, The Source Enterprises was the
publisher of The Source magazine, which covered hip-hop music and
culture.  On July 27, 2006, three creditors filed an involuntary
Chapter 7 petition against the company under Section 303 of the
U.S. Bankruptcy Code.  On Aug. 21, 2006, The Source Enterprises
petitioned the U.S. Bankruptcy Court, Southern District of New
York, for an order converting the Chapter 7 case to a Chapter 11.  
The court approved the that request on Sept. 20, 2006.


STACK 2007-2: Moody's Cuts Ratings on Three Note Classes to Low-B
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by STACK 2007-
2 Ltd. on review for possible downgrade:

   -- $330,000,000 Class A-1 Senior Variable Funding Floating
      Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $138,000,000 Class A-2 Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

   -- $46,800,000 Class B Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $29,000,000 Class C Floating Rate Deferrable Notes Due
      2047

      Prior Rating: A2

      Current Rating: Ba1, on review for possible downgrade

   -- $25,200,000 Class D Floating Rate Deferrable Notes Due
      2047

      Prior Rating: Baa2

      Current Rating: B1, on review for possible downgrade

   -- $7,000,000 Class E Floating Rate Deferrable Notes Due
      2047

      Prior Rating: Baa2

      Current Rating: B2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


STACK 2006-2: Moody's Junks Ratings on Three Note Classes
---------------------------------------------------------
Moody's Investor Services downgraded and left on review for
possible downgrade these notes issued by STACK 2006-2 Ltd.

   -- $585,000,000 Class I Supersenior Swap

      Prior Rating: Aaa

      Current Rating: A3, on review for possible downgrade

   -- $75,000,000 Class II Senior Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Baa3, on review for possible downgrade

   -- $105,000,000 Class III Senior Floating Rate Notes Due
      2047

      Prior Rating: Aa2

      Current Rating: B3, on review for possible downgrade

   -- $21,000,000 Class IV Senior Floating Rate Notes Due 2047

      Prior Rating: Aa3

      Current Rating: Caa1, on review for possible downgrade

Moody's also announced that it has downgraded these notes:

   -- $27,000,000 Class V Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: A2, on review for possible downgrade

      Current Rating: Caa3, on review for possible downgrade

   -- $42,000,000 Class VI Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Baa2, on review for possible downgrade

      Current Rating: Ca

   -- $11,000,000 Class VII Mezzanine Floating Rate Deferrable
      Notes Due 2047

      Prior Rating: Ba1, on review for possible downgrade

      Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


STACK 2007-1: Moody's Junks Ratings on Two Note Classes
-------------------------------------------------------
Moody's Investors Service placed these notes issued by Stack 2007-
1 Ltd. on review for possible downgrade:

   -- $600,000,000 Class A1A Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $150,000,000 Class A1B Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $150,000,000 Class A2 Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

   -- $225,000,000 Class A3 Floating Rate Notes Due 2047

      Prior Rating: Aaa

      Current Rating: Aaa, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade the following notes:

   -- $151,000,000 Class A4 Floating Rate Notes Due 2047

      Prior Rating: Aa2

      Current Rating: Baa3, on review for possible downgrade

   -- $68,000,000 Class B Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A1

      Current Rating: Ba1, on review for possible downgrade

   -- $46,000,000 Class C Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A2

      Current Rating: B3, on review for possible downgrade

   -- $45,000,000 Class D Deferrable Floating Rate Notes Due
      2047

      Prior Rating: A3

      Current Rating: Caa1, on review for possible downgrade

   -- $10,000,000 Class E Deferrable Floating Rate Notes Due
      2047

      Prior Rating: Baa2

      Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


STANDARD PACIFIC: Quarterly Loss Cues S&P's Rating Downgrades
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Standard Pacific Corp. to 'BB-'
from 'BB'.  Additionally, S&P lowered the rating on the company's
senior subordinated debt to 'B' from 'B+'.  The outlook remains
negative.  The rating actions affect $1.35 billion of rated
securities.
      
"The downgrades follow the company's recent quarterly loss and
anticipate further pressure on Standard Pacific's liquidity
position," said credit analyst George Skoufis.  Furthermore, the
company's bank covenants could come under pressure if additional
impairments are incurred, which would diminish the equity base.  
In spite of these credit negatives, Standard Pacific remains well
positioned in its homebuilding markets, and management is
beginning to achieve some success in reducing excess inventory.
     
S&P expect market conditions to remain challenging into 2009,
which will place further pressure on Standard Pacific's more
geographically concentrated platform.  S&P will lower the ratings
if further deterioration in the housing market results in weaker-
than-expected liquidity and/or additional covenant challenges.  
While positive ratings momentum is unlikely in the near term, S&P
would revise the outlook to stable if operating trends stabilize
and/or meaningful debt reduction is achieved.


STELCO INC: Compeletes Arrangement Deal With U.S. Steel Unit
------------------------------------------------------------
Stelco Inc. nka U. S. Steel Canada Inc. disclosed the completion
of the arrangement involving the acquisition by a subsidiary of
United States Steel Corporation of all of Stelco Inc.'s
outstanding common shares.  The floating rate notes (TSX:
STE.NT.U), the common shares (TSX: STE) and the common share
purchase warrants (TSX: STE.W) were delisted at the close of
business on Oct. 31, 2007.

Headquartered in Hamilton, Ontario, Stelco Inc. (TSX: STE)
-- http://www.stelco.ca/ -- is one of Canada's largest steel    
companies.  It is focused on its two Ontario-based integrated
steel businesses located in Hamilton and in Nanticoke.  These
operations produce hot rolled, cold rolled, coated sheet and bar
products.  On April 1, 2006, Stelco Inc. emerged from CCAA
restructuring.

At Sept. 30, 2007, Stelco Inc.'s consolidated balance sheet
showed total assets of $2.6 billion and total liabilities of
$2.7 billion, resulting in a $64 million shareholders' deficit.


STUDENT FINANCE: Pepper Hamilton Can Settle Civil Case Under Seal
-----------------------------------------------------------------
The Honorable Kevin Carey of the U.S. Bankruptcy Court for the
District of Delaware approved a settlement agreement Pepper
Hamilton proposed in connection with a lawsuit filed by Charles A.
Stanziale, Jr., the trustee overseeing the liquidation of Student
Finance Corp., the Associated Press reports.  

Mr. Stanziale had accused the law firm and its partner, W.
Roderick Gagne, Esq., for committing acts of fraud leading to the
bankruptcy of Student Finance, the report says.

In addition, Judge Carey gave Pepper Hamilton and Mr. Gagne
authority to file the settlement under seal, which allows them not
to publicly disclose the settlement terms, the report adds.

CIT Communications Finance Corp, as creditor, had objected to the
secrecy of the settlement saying the civil case against the
plaintiffs were a significant source of money for Student
Finance's creditors, AP relates.  However, putting the settlement
under seal will keep Pepper Hamilton's "competitive" advantage, AP
says citing Mr. Stanziale.

A trial hearing was slated last month, however, the law firm and
Mr. Gagne were able to arrange for a settlement before the jury
was called, according to AP.

As reported in the Troubled Company Reporter on March 16, 2007,
Student Finance's former chief executive officer Andrew Yao
was found guilty by a federal jury of two counts of
bankruptcy fraud, the Houston Chronicle reports citing the
Associated Press.

Mr. Yao faces up to five years in prison and a fine of up to
$250,000.

                       About Student Finance

Based in New Castle, Delaware, Student Finance Corp., was in the
business of originating and acquiring non-guaranteed student loans
and tuition installment agreements primarily from truck and
driving schools.  On June 5, 2005, four trucking schools filed an
involuntary petition against the company (Bankr. D. Del. Case No.
02-11620).  On Nov. 4, 2002, the Court entered an Order for
Relief under Chapter 11 of the Bankruptcy Code.  On Sept. 29,
2003, the Court appointed Charles A. Stanziale, Jr., as the
chapter 11 trustee.  The case was converted to a chapter 7
liquidation on Nov. 14, 2003 with Mr. Stanziale appointed as the
chapter 7 trustee.  Fox Rothschild LLP represents Mr. Stanziale.


TIMBERWEST FOREST: Posts $28.1MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
TimberWest Forest Corp. reported its financial results for
the quarter ended Sept. 30, 2007.  The company disclosed a
$28.1 million net loss on $73.1 million sales for the quarter
ended Sept. 30, 2007, compared to a $12.8 million net loss on
$96.8 million sales for the same quarter last year.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $1.3 billion and total liabilities of $1.1 billion,
resulting in a $210.7 million stockholders' equity.

TimberWest lost distributable cash of $5.6 million for the third
quarter of 2007.  This compares to $9.3 million of distributable
cash generated for the third quarter of 2006.

The company's operating performance during the quarter was
affected by:

   -- the United Steelworkers strike which curtailed more than two
      months of production,

   -- lower than anticipated real estate sales,

   -- weak log markets in the US and Japan that kept prices low,
      and

   -- the continued appreciation of the Canadian dollar against
      its US counterpart.

Of the $14.9 million reduction in quarter over quarter
distributable cash, approximately 60% is strike-related.

"US log and lumber markets remained difficult during the quarter
with low housing starts, high inventories of unsold homes, and on-
going home price deflation," President and CEO Paul McElligott,
said.  "Many of our US log customers took downtime and we expect
this market to remain weak for some time."

Overall sales revenues for the three months ended Sept. 30, 2007
and on a year-to-date basis, were down compared to the third
quarter of 2006 due to decreases in log and lumber sales volumes
and average sales realizations.  In addition, there were no
significant real estate sales during the quarter and year-to-date
compared to the prior year periods.  Operating earnings as a
percentage of sales decreased compared to the third quarter of
2006 as a result of lower sales volumes, lower average sales
realizations and higher operating costs for both logs
and lumber.

The Canadian dollar has continued to strengthen this year, which
has negatively affected sales realizations.  During the quarter,
the dollar appreciated 7%, and appreciated 15% against the US
dollar since the beginning of the year.

Cash and cash equivalents decreased to $1.0 million as at
Sept. 30, 2007, reflecting an increase in non-cash working
capital.  Trade accounts receivable decreased to $12.1 million at
Sept. 30, 2007, compared to $16.9 million at the end of 2006,
reflecting the effect of decreased log and lumber sales revenue
due to the weaker market conditions, the USW labour disruption,
and lumber production curtailments during the third quarter of
2007, compared to the fourth quarter of 2006.  Inventories were
$50.0 million at Sept. 30, 2007, compared to $49.0 million at the
end of 2006.  Prepaid expenses and other current assets were $11.2
million at Sept. 30, 2007, compared to $5.6 million at the end of
2006, reflecting increased balances in non-trade receivables and
property tax prepaid expenses.

                         About TimberWest

Based in Vancouver, British columbia, TimberWest Forest Corp.
(TSE:TWF.UN) -- http://www.timberwest.com/--operates in the solid  
wood segment of the forest industry, engaged primarily in the
harvesting and sale of logs.  The company sells most of its log
production on the open market.  TimberWest is the owner of private
forest lands in Western Canada.  The majority of the company's
334,000 hectares of private forest lands support the growth of
Douglas fir, a tree species sought after for structural purposes.


TIMBERWEST FOREST: S&P Withdraws Rating at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on TimberWest Forest Corp. at the company's request.  
The company repaid its CDN$195 million unsecured debentures at
maturity on Oct. 1, 2007, and now has no publicly rated debt.


TIMKEN CO: Declares Quarterly Dividend of 17 Cents Per Share
------------------------------------------------------------
The board of directors of The Timken Company has declared a
quarterly cash dividend of 17 cents per share.  The dividend
is payable on Dec. 4, 2007, to shareholders of record as of
Nov. 16, 2007.  It will be the 342nd consecutive dividend paid on
the common stock of the company.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered  
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries to date Moody's "Ba1" Long-Term
Corporate Family, Senior Unsecured Debt and Probability-of-Default
Ratings with a stable outlook.


TIMOTHY BROWN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Timothy Lee Rogler Brown
        dba Medical E.R. Physicians, P.A.
        dba E.R. Physicians
        aka Timothy L. Rogler Brown
        6516 Fountainway
        South Padre Island, TX 78597

Bankruptcy Case No.: 07-10699

Type of Business: The Debtor provides medical services.

Chapter 11 Petition Date: November 2, 2007

Court: Southern District of Texas (Brownsville)

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 North Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


UNITEDHEALTH GROUP: Unit to Buy Fiserv Health for $775 Mil. Cash
----------------------------------------------------------------
UnitedHealthcare, a UnitedHealth Group Inc. company, has signed a
definitive agreement with Fiserv Inc. to acquire substantially all
of Fiserv's health-related businesses for $775 million in cash.  
The transaction includes Fiserv Health, an administrator of
medical benefits; Avidyn Health, a care facilitation business; and
the Fiserv Health Specialty Solutions businesses (which include
J.W. Hutton, a subrogation and overpayment recovery organization,
and ppoONE, a claim repricing and data management service).  
Fiserv Health's Pharmacy Benefits Management business Innoviant
will also be part of the transaction.

Fiserv Health provides administrative services to an estimated two
million individuals and will significantly strengthen and enhance
the scale and scope of UnitedHealthcare's customized benefit
service offerings.  Current Fiserv Health management will play a
key role in the leadership of the combined businesses and in
advancing dedicated services to meet market demands for customized
and specialized offerings.  Further, Innoviant will complement
UnitedHealthcare's existing PBM offerings and Fiserv Health's
Specialty Solutions businesses will add to the already broad
spectrum of products and services that UnitedHealthcare makes
available to the marketplace.

"Fiserv Health has a set of strategic and well-positioned
businesses, a strong management team and talented employees who
consistently deliver excellent customer service," Ken Burdick,
president and chief executive officer of UnitedHealthcare, said.  
"Combining Fiserv Health's vibrant assets and capabilities with
those we currently offer will produce an expanded suite of
services for customers seeking dedicated, customized benefit
packages, such as Taft-Hartley trusts and voluntary employees'
beneficiary associations, hospitals, states and municipalities and
other market participants requiring customized solutions.  We look
forward to welcoming Fiserv Health's businesses and employees into
the UnitedHealthcare family and to working together to provide
even more valuable services to our combined customer base."

The transaction was appealing because of the extensive network
management capabilities and specialty offerings UnitedHealthcare
delivers to its clients, according to Jeffery Yabuki, president
and chief executive officer of Fiserv, Inc.  "While we have been
very successful in delivering highly valued services to our Fiserv
Health clients, we believe those clients will have an opportunity
to realize even more value as part of the UnitedHealthcare
organization.  In addition, I believe that our employees will have
enhanced career opportunities with UnitedHealthcare."

This transaction is expected to close in late 2007 or in the first
quarter of 2008, subject to required regulatory approvals and
customary closing conditions, and is expected to be marginally
accretive to 2008 earnings per share.

                    About UnitedHealth Group

Based in Minneapolis, Minnesota, UnitedHealth Group Inc.
(NYSE: UNH) -- http://www.unitedhealthgroup.com/-- is a     
diversified health and well-being company which offers offers a
broad spectrum of products and services through six operating
businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise,
Specialized Care Services and Ingenix.  Through its family of
businesses, UnitedHealth Group serves approximately 70 million
individuals nationwide.

                         *     *     *

The company's 2-1/4% senior convertible debentures due 2023 holds
Standard & Poor's BB+ rating.


WEBSTER CDO: Moody's Junks Ratings on Eight Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded ten classes of notes issued
by Webster CDO I Ltd., with five of these classes left on review
for further possible downgrade.  The notes affected by the rating
action are:

   -- $609,000,000 Class A-1LA Revolving Notes Due April 2047;

      Prior Rating: Aaa

      Current rating: A2 on review for possible downgrade

   -- $158,000,000 Class A-1LB Floating Rate Notes Due April
      2047;

      Prior Rating: Aaa

      Current rating: Ba3 on review for possible downgrade

   -- $70,000,000 Class A-2L Floating Rate Notes Due April
      2047;

      Prior Rating: Aa2 on review for possible downgrade

      Current rating: Caa2 on review for possible downgrade

   -- $59,000,000 Class A-3L Floating Rate Deferrable Notes Due
      April 2047;

      Prior Rating: A2 on review for possible downgrade

      Current rating: Caa3 on review for possible downgrade

   -- $10,000,000 Class A-4L Floating Rate Deferrable Notes Due
      April 2047;

      Prior Rating: Baa1 on review for possible downgrade

      Current rating: Ca

   -- $32,000,000 Class B-1L Floating Rate Deferrable Notes Due
      April 2047;

      Prior Rating: Baa2 on review for possible downgrade

      Current rating: Ca

   -- $10,000,000 Class B-2L Floating Rate Deferrable Notes Due
      April 2047;

      Prior Rating: Baa3 on review for possible downgrade

      Current rating: Ca

   -- $9,000,000 Class B-3L Floating Rate Deferrable Notes Due
      April, 2047;

      Prior Rating: Ba1 on review for possible downgrade

      Current rating: Ca

   -- 43,000,000 Preference Shares, Par Value U.S. $0.001 Per
      Share and

      Prior Rating: B2 on review for possible downgrade

      Current rating: Ca

   -- $10,000,000 Class P1 Combination Notes due April 2047

      Prior Rating: A2 on review for possible downgrade

      Current rating: Caa3 on review for possible downgrade

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Oct. 11, 2007 of an event of default caused by a failure of the
Adjusted Net Obligation Amount to exceed the required level
pursuant to Section 5.1(g) of the Indenture, dated
Dec. 7, 2006.

Webster CDO I Ltd. is a hybrid collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.  
Reference obligations for the credit default swaps are RMBS and
CDO securities.

A high number of recent ratings downgrades on the underlying
portfolio magnified the impact of the ratings-based haircuts,
causing the Adjusted Net Obligation Amount to be less than the
required level.

Upon an event of default in this transaction, a majority of the
Class A-1LA Noteholders are entitled to cause a sale or
liquidation of the collateral securing the notes.  It is not clear
at this time whether such noteholders will choose to exercise this
option.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio.  The
expected losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued.  
Because of this uncertainty, the Class A-1LA, Class A-1LB, Class
A-2L, Class A-3L, and Class P1 Combination Notes remain on review
for possible downgrade pending the receipt of definitive
information.


WELLCARE HEALTH: Fraud Allegations Are Being Tied to Gov't. Probe
-----------------------------------------------------------------
Allegations that WellCare Health Plans Inc. committed fraud in
its state-federal health-care program are being related
to the recent raid on the company's headquarters, a person
familiar with the matter told the The Wall Street Journal.

Last week, agents from the Federal Bureau of Investigation, the
Health and Human Services Department and the Florida attorney
general's Medicaid fraud unit conducted a raid on WellCare's
headquarters in Tampa, Florida.

According to WSJ's source, a former employee of Harmony Behavioral
Health, a WellCare subsidiary, sued WellCare for allegedly
defrauding the health-care program of more than $35 million over
five years.

To date, no official statements regarding the raid are available
from the government agencies who conducted the raid.  WellCare is
also silent about what prompted the probe, however, it confirmed
the search operations in its company Web site and said it is
"cooperating with the authorities."  

Following the raid, WellCare issued a press statement saying the
probe has "no impact" on its operations and assured investors
that the company is "financially sound."

WellCare's Board has formed a special committee who will monitor
developments in the investigations.

The company also disclosed that it received requests for
information from the U.S. Securities and Exchange Commission with
regards to the October 24 raid.

Furthermore, citing an Associated Press report, the Troubled
Company Reporter said on Oct. 31, 2007, that the Agency for Health
Care Administration decided to halt WellCare's plans to expand
Medicaid coverage into six counties.

                   About WellCare Health Plans

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services    
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  WellCare offers a variety of health
plans for families, children, the aged, blind and disabled and
prescription drug plans, currently serving more than 2.3 million
members nationwide.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services placed its 'BB-' counterparty
credit rating on WellCare Health Plans Inc. on CreditWatch with
negative implications.

In addition, Moody's Investors Service placed the company's
"Ba1" senior secured debt rating on review for possible downgrade.

Both rating actions relate to the recent probe on the company's
headquarters.


WELLS FARGO: Fitch Took Rating Actions on Six Deals
---------------------------------------------------
Fitch Ratings took rating actions on these Wells Fargo Mortgage
Backed Securities pass-through Certificates:

Wells Fargo 2004-AA

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 rated 'B', placed on Rating Watch Negative.

Wells Fargo 2004-BB

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 affirmed at 'B'.

Wells Fargo 2004-DD

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'A+';
   -- Class B-3 affirmed at 'BBB+';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 rated 'B', placed on Rating Watch Negative.

Wells Fargo 2004-Q

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB'.

Wells Fargo 2004-W

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA';
   -- Class B-2 affirmed at 'A';
   -- Class B-3 affirmed at 'BBB';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 affirmed at 'B'.

Wells Fargo 2004-Z

   -- Class A affirmed at 'AAA';
   -- Class B-1 affirmed at 'AA+';
   -- Class B-2 affirmed at 'A+';
   -- Class B-3 affirmed at 'BBB+';
   -- Class B-4 affirmed at 'BB';
   -- Class B-5 affirmed at 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect about
$2.99 billion of outstanding certificates.

The assignment of Rating Watch Negative to both B-5 classes
affects about $1.5 million of outstanding certificates and
reflects deterioration in the relationship between CE and future
loss expectations.  As of the October 2007 distribution date,
about 0.61% and 1.18% of the pools are more than sixty days
delinquent (including loans in Foreclosure, Real Estate Owned and
Bankruptcy) with minimal or no losses to date for the 2004-AA and
2004-DD transactions, respectively.

As of the October distribution date, the transactions listed above
are seasoned from 34 (2004-BB and 2004-DD) to 37 (2004-Q) months.  
The pool factors (current principal balance as a percentage of
original) range approximately from 56% (2004-W) to 68% (2004-AA).

The underlying collateral for Wells Fargo Asset Securities Corp.
transactions consists of prime adjustable-rate mortgage loans
secured primarily by one- to four- family residential properties.  
The loans have a fixed interest rate during an initial period of
approximately five or seven years, after which the interest rate
will adjust on an annual basis to the sum of the weekly average
yield on U.S. Treasury Securities adjusted to a constant maturity
of one year and a gross margin. All of the mortgage loans were
generally originated in conformity with underwriting standards of
Wells Fargo Home Mortgage Inc.  WFHM sold the loans to Wells Fargo
Asset Securities Corporation, a special purpose corporation, who
deposited the loans into the trust.

Wells Fargo Bank N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the above transactions.


WILLIAMS PARTNERS: Williams Deal Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Williams Partners
L.P. (Ba3 Corporate Family Rating) and its affiliate, Williams
Partners Finance Corporation, under review for possible upgrade.  
This action reflects the announcement that WPZ intends to acquire
interests in natural gas gathering and processing assets from The
Williams Companies Inc.

The two companies signed a letter of intent in which WPZ will pay
Williams $750 million for a membership interest in the company
that owns a cryogenic processing plant and the related natural gas
gathering system near Wamsutter, Wyoming.  Upon closing of the
transaction, Moody's will conclude its ratings review.

The review for upgrade reflects Williams Partners' greater scale
and increased geographic diversification following its acquisition
of the Wamsutter assets.  WPZ's Four Corners assets in the San
Juan Basin of New Mexico currently account for 77% of the
company's revenue.  This will drop following the Wamsutter
transaction.  The Wyoming assets also have organic growth
opportunities resulting from active drilling programs by producers
in the area.  The San Juan Basin is relatively mature so Wamsutter
will become a larger contributor to WPZ over time as its gathering
and processing volumes increase.

However, Williams Partners is not obligated to spend capital for
this expansion as Williams has retained the right to invest in
material expansions.  WPZ retains the optionality to increase its
ownership at a later date.  Williams Partners will maintain its
roughly 70% fee-based cash flow profile following its acquisition
of Wamsutter.

These positive benefits are tempered by the relatively high price
WPZ is paying.  Based on about $80 million EBITDA, WPZ is paying
9.4x cash flow, which is a rich multiple historically. At
September 30, Moody's estimates Williams Partners' debt/EBITDA was
4.1x.  Moody's anticipates that WPZ will fund this acquisition
with a substantial amount of equity such that its run-rate
leverage will improve to its target level under 4x debt/EBITDA.

Williams Partners L.P., headquartered in Tulsa, Oklahoma, is an
MLP engaged in midstream natural gas gathering and processing, and
natural gas liquids fractionating and storage.


WINDSOR QUALITY: Moody's Holds Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service confirmed the debt ratings of Windsor
Quality Food Company Ltd., including the company's corporate
family rating and senior secured debt ratings at Ba3.  Windsor's
probability of default rating was lowered to B1 from Ba3.  The
rating outlook is negative.  This rating action concludes the
review for possible downgrade begun on
Aug. 7, 2007.

"The confirmation of the company's debt ratings is based on
Moody's expectation that Windsor will continue to grow revenues,
and strengthen its profit margins and cash flow over the
intermediate term as the company realizes the benefits from recent
price increases to customers and from its efficiency initiatives"
said Elaine Francolino, vice president- senior credit officer at
Moody's.  

The completion of the retrofit of a strategically important new
plant acquired in June 2007 is also likely to reduce future
operating costs.  However, the negative rating outlook reflects
Moody's concern that Windsor could be challenged to improve credit
metrics to levels appropriate for its rating category over the
near term given the pressure on profit margins from high and
rising costs of commodity raw materials such as beef, cheese and
flour.  Leverage has been negatively impacted by lower
profitability and by the debt-financed purchase of the new plant
site.  Leverage could further increase as the company funds higher
capital expenditures to retrofit the new plant.

Moody's lowered Windsor's probability of default rating to B1 from
Ba3, to reflect the higher recovery expectation given the fact
that the company's capital structure is entirely secured bank
debt.  Probability of default varies inversely with loss
expectation at a given corporate family rating.

Ratings confirmed:

   -- Corporate family rating at Ba3

   -- $100 million senior secured revolving credit agreement
      expiring in November 2011 at Ba3 (LGD 3, 37%)

   -- Senior secured term loan (originally $160 million)
      maturing in November 2012 at Ba3 (LGD 3, 37%)

Rating lowered:

   -- Probability of default rating to B1 from Ba3

Windsor's Ba3 corporate family rating incorporates the company's
strong market positions in narrow but fast-growing ethnic frozen
foods category and the favorable demographic trends for these
products.  These strengths are offset by the company's small scale
and low and declining operating margins.

Windsor Quality Food Company Ltd. is a privately held frozen food
manufacturer based in Houston, Texas.  The company's two major
divisions are Windsor Foods, which specializes in ethnic and other
frozen food categories (Italian, Asian, Mexican, chili/BBQ and
coated appetizers) sold through foodservice, consumer and
industrial distribution channels; and Quality Sausage, which
produces pre-cooked meats for industrial and foodservice channels.  
The company's sales for the twelve months ended June 30, 2007
exceeded $600 million.


WIRELESS NETWORK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Wireless Network, LLC
        fka The Wireless Network, Inc.
        3313 East 83rd Place
        Merrillville, IN 46410

Bankruptcy Case No.: 07-20518

Chapter 11 Petition Date: November 2, 2007

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: David K. Welch, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle Street
                  Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Joseph A. Hoffman                           $100,000
1505 Sonoma Court
Crown Point, IN 46307

Flortech Inc.                                $75,160
910 West National Avenue
Addison, IL 60101

TEMco Contracting LLC                        $70,582
P.O. Box 551
Mount Prospect, IL 60056

Stan's Painting & Decorating                 $35,375

Simplified Home Entertainment                $27,205

Jansen Construction Group Inc.               $21,596

Johnson Design Group                         $21,564

Hinshaw & Culbertson LLP                     $16,000

Newport-GBZ LLC                              $13,564

Westlake Southlake Mall                      $12,606

Chicago SMSA Ltd.                            $12,606

Unified Properties                           $11,225

AT&T                                          $9,313

Custom Creations                              $9,299

Bauer Sign Company                            $8,339

Inland Commercial Property Management         $8,214

Erickson, Brown & Kloster, P.C.               $7,443

Ford City Associates                          $7,197

River Forest Town Center, LLC                 $7,097

Gurnee Mills/Cincinnati Mills                 $6,917


XELR8 HOLDINGS: Posts $355,279 Net Loss in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
XELR8 Holdings Inc. reported a net loss of $355,279 on net sales
of $1.4 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $778,944 on net sales of $608,111 in
the same period in 2006.

At Sept. 30, 2007, the consolidated balance sheet showed
$3.5 million in total assets, $841,017 in total liabilities, and
$2.7 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?24c8

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
Gordon, Hughes & Banks LLP, in Greenwood Village, Colorado,
expressed substantial doubt about XELR8 Holdings Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
incurred a net loss of $4,669,449 for the year ended Dec. 31,
2006.

                       About XELR8 Holdings

XELR8 Holdings Inc. (AMEX: BZI) -- http://www.xelr8.com/ --    
develops, sells, markets and distributes nutritional supplement
products primarily through a direct sales or network marketing
system in which independent distributors sell the company's
products, as well as purchase them for their own personal use.  
The company also sells products directly to professional and
Olympic athletes and to professional sports teams.


* Clear Thinking, Joseph Myers Appointed as Liquidation Trustee
---------------------------------------------------------------
Clear Thinking Group LLC and Joseph E. Myers, a partner and
managing director in the firm, have been named liquidation trustee
in the bankruptcy case of The Source Enterprises, Inc.

The appointment became effective with the confirmation of
The Source Enterprises' fourth amended Chapter 11 Plan of
Reorganization by Judge Arthur J. Gonzalez of the U.S. Bankruptcy
Court, Southern District of New York, on October 2.

Under terms of the engagement agreement, Myers and staff from
Clear Thinking Group's Creditors Rights Practice will take all
actions consistent with the duties and responsibilities of the
liquidation trustee, as outlined in the Liquidation Trust
Agreement. Such actions will include, but not be limited to,
handling the wind-down of Source Enterprises' estate, the
prosecution of claims and the disbursement of funds to general
unsecured creditors.

                    About Source Enterprises

Headquartered in New York City, The Source Enterprises was the
publisher of The Source magazine, which covered hip-hop music and
culture.  On July 27, 2006, three creditors filed an involuntary
Chapter 7 petition against the company under Section 303 of the
U.S. Bankruptcy Code.  On Aug. 21, 2006, The Source Enterprises
petitioned the U.S. Bankruptcy Court, Southern District of New
York, for an order converting the Chapter 7 case to a Chapter 11.  
The court approved the that request on Sept. 20, 2006.

                    About Clear Thinking Group

Headquartered in Hillsborough, New Jersey, Clear Thinking Group
LLC -- http://www.clearthinkinggrp.com/-- provides a wide range
of strategic consulting services to retail companies, consumer
product manufacturers/distributors and industrial companies.  The
national advisory organization specializes in assisting small- to
mid-sized companies during times of growth, opportunity, strategic
change, acquisition, and crisis.


* Finkelstein Thompson Conducts Probe on Office Depot Claims
------------------------------------------------------------
Finkelstein Thompson LLP said it is investigating potential
shareholder claims involving Office Depot Inc.

On Oct. 29, 2007, the price of Office Depot common stock fell
$2.86, in one trading day to close at $17.43.  The decline marks a
52-week low for Office Depot's share price and a year-to-date
decline of 54%, the sharpest drop in 7 years.

Immediately prior to the share price drop, Office Depot reported
that it would delay the release of its third quaterly earnings
information due to an internal investigation of payments from
vendors.

Although specific details about the investigation are unknown,
the Palm Beach Post reported that there were "questions about
whether provided misleading information about income" and quoted
Paul R. Brown, dean of Lehigh University's College of Business
and Economics in Pennsylvania, as stating that the investigation
"could lead to a restatement of Office Depot's financials."

If you are an Office Depot shareholder contact the firm's
Washington, D.C. office at (877) 337-1050.

                    About Finkelstein Thompson

Headquartered in Washington, D.C., Finkelstein Thompson LLP --
http://www.finkelsteinthompson.com/-- prosecutes complex class  
action litigation involving antitrust violations, consumer fraud
and securities fraud.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (131)       1,385      146
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      226
Cyberonics              CYBX        (17)         135      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM       (2,290)     186,527   (4,638)
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
ICO Global C-New        ICOG       (116)         628      146
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      231
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Navisite Inc            NAVI        (14)         116       11
Neurochem Inc           NRM          (1)         116       79
Nexstar Broadcasting    NXST        (81)         704      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (34)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Riviera Holdings        RIV         (42)         219       28
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (602)       1,260       14
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU         (146)       5,685     1,012
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (343)       3,794      820
XM Satellite            XMSR       (724)       1,709     (244)
Xoma Ltd                XOMA        (14)          68       23

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena R. Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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