TCR_Public/080109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, January 9, 2008, Vol. 12, No. 7

                             Headlines


ACA ABS: Moody's Junks Baa2 Rating on Class C Secured Notes
ACCESS PHARMA: Completes Acquisition of Somanta Pharmaceuticals
AFFILIATED COMPUTER: Inks Strategic Alliance Pact with Ingenix
AMERICAN MEDICAL: President and CEO Martin J. Emerson Resigns
ARMSTRONG WORLD: Nitram & Desseaux's Joint Plan Effective Dec. 28

ASAT HOLDINGS: Has Until July 1 to Comply With Nasdaq Rules
ATLAS ENERGY: Moody's Puts B3 Rating on Proposed $400MM Notes
ATLAS ENERGY: Mulls $400 Mil. Offering of Senior Unsecured Notes
ATLAS ENERGY: S&P Puts B Rating on Proposed $400 Mil. Sr. Notes
BALLY TOTAL: Court Okays Latham & Watkins' $1.8 Million Fees

BEAR STEARNS: Posts $854 Million Net Loss in 2007 Fourth Quarter
BEAR STEARNS: James Cayne Leaves CEO Posts, to Stay as Chairman
BOSTON SCIENTIFIC: Completes $750 Mil. Sale of Surgery Business
BRANDEIS LOFTS: Court OKs Sale of Condo to Townsend for $15.4 Mil.
BRITISH AIRWAYS: Offers Alternative Travel to MAXjet Customers

CITIZENS COMMS: Earns $47.4 Million in 2007 Third Quarter
CHENIERE ENERGY: Sept. 30 Balance Sheet Upside-Down by $266.4 Mil.
CHRYSLER LLC: 2007 Int'l Markets Sales Up 8% at 599,618 Units
CLAYMONT STEEL: Waiting Period on Evraz Group's Offer Expires
COMPASS DIVERSIFIED: Completes Acquisition of Fox Factory

COUNTRYWIDE FINANCIAL: Denies Rumors of Looming Bankruptcy Filing
CREDIT SUISSE: Fitch Downgrades Ratings on Four Classes to 'B'
CREDIT SUISSE: Moody's Holds Ba1 Rating on $18.6 Mil. Certs.
CRII LLC: Case Summary & Seven Largest Unsecured Creditors
D&E COMMS: Earns $3.7 Million in Third Quarter Ended Sept. 30

D&E COMMS: Changes in Capital Structure Cues Moody's Rating Cut
DANA HOLDING: Moody's Attaches Prospective Low-B Ratings
DANA HOLDING: S&P Expects Negative Outlook After Chapter 11 Exit
DAVID MONTGOMERY: Case Summary & 13 Largest Unsecured Creditors
DELPHI CORP: Court Rejects Intermet's Demand for Claims Payment

DELPHI CORP: Deloitte Resolves Securities Fraud Claims for $38MM
DELPHI CORP: Plans To Reduce $6.8 Billion Exit Financing
DELPHI CORP: Committees Wants Participation in Exit Loan Process
DELTA FIN'L: Seeks Mar. 18 Deadline to File Schedules & Statements
DELTA FIN'L: Taps Morrison & Foerster as General Bankr. Counsel

DELTA FIN'L: Selects Pepper Hamilton as Delaware Counsel
DELTA FINANCIAL: Wants FTI Consulting as Financial Advisor
DIVERSIFIED ASSET: Moody's Cuts Ca Rating on $18.5MM Notes to C
DOMTAR INC: Completes Offers to Purchase CDN$ Denominated Notes
ENERGY PARTNERS: Posts $4 Million Net Loss in 2007 Third Quarter

EUROFRESH INC: S&P Says Ratings Unmoved by Fin'l Advisor Hiring
FINLAY ENTERPRISES: Weak Performance Prompts S&P to Junk Rating
FIRST MAGNUS: Sells $5.25 Mil. Construction Loans at a Discount
FIRST MAGNUS: Submits Revised Second Amended Plan of Liquidation
FIRST MAGNUS: WaMu to Aid Sale of 40 Construction Loans to Summit

FEDERAL GYPSUM: Creditors to Vote on Plan at January 22 Meeting
FORD MOTOR: Investing $500 Million to Expand India Operations
GARY BURIVAL: U.S. Trustee Assigns Eight-Member Creditors Panel
GARY BURIVAL: Committee Taps Perry Guthery as Counsel
GO FIG.: Files for Chapter 11 Bankruptcy in Missouri

GO FIG: Case Summary & 200 Largest Unsecured Creditors
GOODYEAR TIRE: Tire Mounting Biz Sells Assets to EnovaPremier
GRAND PRIX: Files Schedules of Assets and Liabilities
HAZEL POINTE: Motion to Extend Schedules Filing Considered Moot
HAZEL POINTE: Principal at Distinct Intends to Leave Post

HAZEL POINTE: Submit List of 20 Largest Unsecured Creditors
IAC INTERACTIVECORP: Names Doug Lebda as CEO of Fin'l Services
INPHONIC INC: Court Approves Reed Smith as Committee's Counsel
INTERMET CORP: To Shut Down Operations in Pulaski, Tenn. Facility
INVERNESS MEDICAL: Completes $37 Million Buyout of Panbio Ltd.

ITRON INC: Posts $3.4 Million Net Loss in 2007 Third Quarter
KB HOME: Posts $772.7 Million Net Loss in 2007 Fourth Quarter
KITTY HAWK: Selling Freight-Handling Equipment at Jan. 17 Auction
LEHMAN BROTHERS: Moody's Junks B2 Rating on $26.776 Mil. Certs.
LIBERTY MEDIA: Acquires Control of Bodybuilding.com

LUIS MARRERO: Case Summary & Two Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Taps Ron Charles as Chief Operating Officer
MARASH NUCALAJ: Voluntary Chapter 11 Case Summary
MARCAL PAPER: Wants Sale of Assets Exempted from Tax
MARCAL PAPER: Illinois Balks at Tax Exemption Plea for Asset Sale

MAXJET AIRWAYS: British Air Offers Alternative Travel to Customers
MAXJET AIRWAYS: Wants to Sell Non-Core Assets for $50,0000
MBS-THE TRAILS: Section 341(a) Creditors' Meeting Set for Jan. 23
MBS MANAGEMENT: Can Amend Engagement of Heller Draper as Counsel
MBS MANAGEMENT: Hires J.R. Medlin of FTI Consulting as CRO

MBS MANAGEMENT: Submits Schedules of Assets and Liabilities
MERRILL LYNCH: S&P Maintains Low-B Ratings on Six Certificates
MICHAEL MCEVER: Case Summary & 19 Largest Unsecured Creditors
MICHAEL MURPHY: Voluntary Chapter 11 Case Summary
MONITOR OIL: Court Approves Dorsey & Whitney as Attorney

MONITOR OIL: Hires Akin Gump as Special Counsel
MOVIE GALLERY: Court Okays CRG as Committee's Financial Advisor
MOVIE GALLERY: Four Officers Dispose of 99,942 Common Shares
MOVIE GALLERY: Judge Tice Approves Lease Termination Procedures
NASDAQ STOCK: Moody's Expects to Put Ba1 Rating on New $1.5BB Loan

NATIONAL RV: Wants to Hire Klee Tuchin as Bankruptcy Counsel
NOMURA ASSET: Fitch Junks Ratings on Two Certificate Classes
OUR LADY OF MERCY: Has Until March 17 to File Chapter 11 Plan
OUR LADY OF MERCY: U.S. Trustee Amends Creditors' Panel Members
PERFORMANCE PROPERTIES: Co-Owners Want Chapter 11 Case Dismissed

PINNACLE ENTERTAINMENT: Earns $5 Million in 2007 Third Quarter
PRINCETON SKI: Mulls Selling Suburban Stores Next Month
PROPEX INC: S&P Junks Rating on Corporate Credit from 'B-'
RELIANT ENERGY: Wants Until February 19 to File Chapter 11 Plan
PSS WORLD: Earns $14.5 Million in Second Quarter Ended Sept. 28

RESMAE MORTGAGE: Merrill Lynch's Appeal Stayed Until March 17
SALANDER-O'REILLY: Gets Court OK to Access $870,000 of DIP Funds
SENDTEC INC: Inks Debt-for-Equity Swap Agreement with Bondholders
SMART BALANCE: Moody's Reviews Low-B Ratings for Likely Upgrade
SOUTHWESTERN ENERGY: Moody's Rates Proposed $400MM Notes at Ba2

SUN COAST: S&P Junks Rating on 1993 Bonds After Chap. 11 Filing
SYNOVA HEALTHCARE: Cases Converted to Ch.7 Liquidation Proceedings
SYNOVA HEALTHCARE: U.S. Trustee Names J. Burtch as Ch. 7 Trustee
TITANIUM METALS: Earns $53.7 Million in 2007 Third Quarter
TODD CURRY: Voluntary Chapter 11 Case Summary

TROPICANA ENT: Moody's Reviews Rating on Denied License Renewal
UNITEDHEALTH GROUP: Subsidiary Inks Strategic Alliance with ACS
URS CORP: Bags $60-Mil. Contract for Unmanned Aircraft Program
VICTORIA FINANCE: Declining Asset Value Cues S&P's Rating Cut
VIKING SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $22 Million

WASHTENAW MORTGAGE: Fixes December 31 as Claims Bar Date
WENDY'S INT'L: Reports Preliminary Same-Store Sales in 4th Quarter
WILLIE SNEAD: Case Summary & 17 Largest Unsecured Creditors
XYIENCE INC: Involuntary Chapter 11 Case Summary

* Chadbourne & Parke Adds 5 Partners in NY, Moscow and UK Offices
* Congress Considers Another Change in Bankruptcy Law
* Default Research Says 2007 Phoenix Foreclosures Up by 88%
* Default Research Says Detroit Foreclosures Up by 108% in 2007
* Hawaiian Developers Fred and Gwen Yamashiro File for Bankruptcy
* Housing Market Downturn Affecting Major Rating Agencies
* Susman Godfrey Obtains National Law's 2008 NLJ Pro Bono Award
* Winston & Strawn Adds Three Intellectual Property Partners

* Fitch Sees Loans Defaults To Increase This Year
* Fitch Says Real Estate Loan CDO Delinquencies Are Up Again
* Fitch Says US Energy Bill Will Trim Demand for Transport Fuels
* S&P Anticipates No Rating Changes After TRIPRA Legislation

* Upcoming Meetings, Conferences and Seminars


                             *********

ACA ABS: Moody's Junks Baa2 Rating on Class C Secured Notes
-----------------------------------------------------------
Moody's Investors Service downgraded these notes issued by ACA ABS
2002-1, Limited:

Class Description: Class C Mezzanine Secured Floating Rate Notes,
due Aug. 1, 2037

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: C

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


ACCESS PHARMA: Completes Acquisition of Somanta Pharmaceuticals
---------------------------------------------------------------
Access Pharmaceuticals Inc. has closed the acquisition of Somanta
Pharmaceuticals Inc. through the issuance of 1.5 million shares of
Access Pharmaceuticals' common stock.

On April 19, 2007, Access Pharmaceuticals and Somanta
Pharmaceuticals Inc. have signed a definitive merger agreement by
which Access will acquire Somanta.  Under the terms of the merger
agreement, Access will issue shares of common stock to Somanta
stockholders in exchange for all the outstanding capital stock of
Somanta.  The merger agreement has been approved by the boards of
both companies.

In addition, Access has received voting agreements from certain
Somanta shareholders representing approximately 81% of Somanta's
outstanding common shares and approximately 60% of its outstanding
preferred shares under which the parties, subject to certain
limited exceptions, have granted an irrevocable proxy to vote
their Somanta shares in favor of the merger.

It is anticipated that select members of Somanta's management team
who have established track records of guiding compounds
through the FDA and EMEA approval processes will join the Access
team.

"The acquisition of Somanta brings four very exciting product
candidates and one platform technology into the Access pipeline,
and we look forward to advancing them towards clinical development
this year," Jeffrey B. Davis, Access' chairman and CEO, stated.
"Together with the ongoing development efforts with ProLindac and
the Cobalamin oral insulin programs, we feel that the Somanta
product candidates position us very well for the next few years."

"In addition to internal development of these products, we are
actively seeking development and marketing partners for our
products, both domestically and overseas," Mr. Davis added.

Somanta's broad portfolio of drug candidates features four novel
anti-cancer compounds in development, each
of which acts by a unique mechanism of action and has the
potential to target a wide range of different cancer types.
The Somanta product candidate portfolio includes Angiolix, a
humanized monoclonal antibody with a unique target, Prodrax, a
novel prodrug and platform technology that enables compounds to
reach the hypoxic region of tumors, Alchemix, a multi-target
inhibitor that is specifically designed to be effective against
cancer cells resistant to conventional chemotherapy, and sodium
phenylbutyrate, an HDAC inhibitor, that is currently in Phase 2
clinical development.

                About Somanta Pharmaceuticals Inc.

Somanta Pharmaceuticals -- http://www.somanta.com/-- (OTC BB:
SMPM) is focused on the development of novel oncology compounds
and anti-cancer agents.  Somanta's pre-clinical drug candidates
include Angiolix, Prodrax and Alchemix.  Angiolix is a humanized
monoclonal antibody which appears to induce cell death selectively
to tumor blood vessels using a different mode of action than VEGF-
oriented therapies.  Prodrax, is a novel family of prodrugs that
enables compounds to remain inert until they reach the hypoxic
region of tumors where they become toxic, thus targeting tumor
cells which are typically difficult to kill.  Alchemix is a pan-
target inhibitor that is effective in tumor cells resistant to
conventional chemotherapy by targeting and irreversibly binding to
DNA.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.

Access Pharmaceuticals reported total assets of $3.6 million and
total liabilities of $19.1 million at June 30, 2007, resulting in
a $15.5 million total stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 13, 2007,
Whitley Penn LLP, in Dallas, expressed substantial doubt about
Access 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.  The auditing firm
pointed to the company's recurring losses from operations, net
working capital deficiency and accumulated deficit.


AFFILIATED COMPUTER: Inks Strategic Alliance Pact with Ingenix
--------------------------------------------------------------
Affiliated Computer Services Inc. and Ingenix, a UnitedHealth
Group Inc. subsidiary, have disclosed a strategic alliance to
provide Medicaid Management Information Systems decision support
solutions to state governments.

Under the terms of the alliance agreement, the two companies
will work with each other to supply decision support solutions
for Affiliated Computer's state Medicaid Systems initiatives.
Affiliated Computer will license its portfolio of federally
certified decision support technologies to Ingenix, which will
provide its Medicaid Systems clients with a broad array of
decision support methodologies, software applications, and
related consulting services.  Decision support systems analyze
data to help health administrators assess Medicaid program
status, analyze healthcare policy, monitor budget trends and
measure program performance.

"This partnership allows us to enhance our current systems and
deliver better service to our Medicaid clients," said Affiliated
Computer senior vice president and managing director, Government
Healthcare Solutions, Christopher T. Deelsnyder.  "Combining
Ingenix' innovative decision support capabilities with ACS'
technologies strengthens our ability to streamline and improve
the delivery of healthcare in Medicaid programs."

Impact Pro for Care Management is Ingenix' innovative platform
for helping state Medicaid programs better identify and manage
both chronic and acute health conditions.  This predictive
modeling and care management tool is currently being used by the
ACS-Ingenix alliance to support the State of Mississippi's
Division of Medicaid.

"This relationship brings together an unparalleled set of data,
technology and experience that will increase efficiency, reduce
costs and improve care outcomes for Medicaid recipients and the
state governments that manage their health services," said
Ingenix chief executive officer, Andy Slavitt.  "Together, we
will offer a unique set of solutions that will help us grow our
respective businesses by giving our clients a suite of services
that meet their expectations."

                         About Ingenix

Ingenix -- http://www.ingenix.com/-- a wholly owned subsidiary of
UnitedHealth Group Inc. (NYSE: UNH), transforms organizations and
improves health care through information and technology.
Organizations rely on its innovative products, services and
consulting to improve the delivery and operations of their
business.

                About Affiliated Computer Services

Headquartered in Dallas, Affiliated Computer Services Inc.
(NYSE: ACS) -- http://www.AffiliatedComputer-inc.com/--
provides business process outsourcing and information technology
solutions to world-class commercial and government clients.  The
company has more than 58,000 employees supporting client
operations in nearly 100 countries.  The company has global
operations in Brazil, China, Dominican Republic, India,
Guatemala, Ireland, Philippines, Poland, and Singapore.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Dallas, Texas-based Affiliated Computer Services
Inc., and removed it from CreditWatch, where it had been placed
with negative implications on March 20, 2007.   The outlook is
negative.


AMERICAN MEDICAL: President and CEO Martin J. Emerson Resigns
-------------------------------------------------------------
American Medical Systems Holdings Inc.'s board of directors has
accepted the resignation of Martin J. Emerson as president, chief
executive officer and board member effective Jan. 4, 2008.

The board has begun a search for a new chief executive officer and
has retained Heidrick & Struggles to assist in its recruiting
effort.  Ross A. Longhini, executive vice president and chief
operating officer, will serve as chief executive officer on an
interim basis.

"Marty has made a significant contribution to the growth of AMS
during his more than seven years with the company, and we thank
him for his efforts and service," A. Jay Graf, lead independent
director, commented.  "The board of directors has confidence in
Ross's ability to lead AMS and will work closely with him and the
company's management team through this transition period. We are
all committed to the successful recruitment of the very best CEO
to sustain and enhance the AMS industry leading franchises in
urology, gynecology, and the entire pelvic health field."

             About American Medical Systems Holdings Inc.

Based in Minnetonka, Minnesota, American Medical Systems Holdings
Inc. -- http://www.americanmedicalsystems.com/-- (NASDAQ: AMMD)
develops and delivers medical devices and procedures to cure
erectile dysfunction, benign prostatic hyperplasia, incontinence,
menorrhagia, prolapse and other pelvic disorders in men and women
pelvic health products for both men and women.  AMS has operations
in Australia, Austria, Brasil, Canada, Deutschland, Benelux,
France, Iberica, Portugal, the United Kingdom, and the USA.

                          *     *     *

American Medical Systems Holdings Inc. continues to carry Moody's
Investor Service's 'B1' long term corporate family rating, placed
in June 2006 and 'B1' probability of default rating.


ARMSTRONG WORLD: Nitram & Desseaux's Joint Plan Effective Dec. 28
-----------------------------------------------------------------
Nitram Liquidators, Inc., and Desseaux Corporation of North
America relate that their First Amended Joint Plan of Liquidation
became effective on Dec. 28, 2007.

The First Amended Joint Plan of Liquidation was confirmed by Judge
Judith K. Fitzgerald of the U.S. Bankruptcy Court for the District
of Delaware on Dec. 17, 2007.

As a result of the occurrence of the Effective Date, all assets
and liabilities of Nitram and Desseaux are deemed merged solely
for purposes of the Plan.  Each claim filed or to be filed against
either Nitram and Desseaux in their Chapter 11 cases will be
treated as one claim filed against the consolidated Debtors.

Furthermore, on the Effective Date, Armstrong World Industries,
Inc., the parent corporation of Nitram and Desseaux, transferred
$200,000 in cash to the consolidated Debtors for the benefit of
holders of Allowed Claims.  The $200,000 cash will become property
of Nitram and Desseaux's consolidated estates and will be
distributed pursuant to the Plan.

All requests for payment of an Administrative Claim against Nitram
and Desseaux must be filed with the Bankruptcy Court, so as to be
received on or before Jan. 28, 2008, at 4:00 p.m., Wilmington,
Delaware time.

Pursuant to the confirmed Plan, the Initial Distribution Date is
set to occur on or before March 13, 2008, unless an unliquidated
Administrative Expense is filed with the Bankruptcy Court by the
Administrative Bar Date, Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates.  Nitram
and Desseaux will not be obliged to make further distributions on
account of Allowed Claims, if:

   (a) a distribution is returned to the consolidated Debtors as
       undeliverable, and after reasonable inquiry the
       consolidated Debtors are unable to locate a new address for
       the holder of the Allowed Claim; or

   (b) a check for Distribution under the confirmed Plan is not
       cashed within 10 days prior to the Distribution Date.

In the event of undeliverable or unclaimed distributions on
account of an Allowed Claim, the Claim will be treated as a
Disallowed Claim for all further distributions.  The funds set
aside for Distributions will be part of the Available Cash,
pursuant to the confirmed Plan.

As previously reported, all claims arising from the rejection or
termination of Nitram's and Desseaux's executory contracts or
unexpired leases prior to Dec. 17, 2007, must be filed with the
Bankruptcy Court and served on Nitram and Desseaux by Jan. 16,
2008.

Furthermore, all final requests for compensation or reimbursement
of the fees of any professional employed in Nitram and Desseaux's
Chapter 11 cases must be filed no later than January 27, 2008, or
30 days after the Effective Date.

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
(NYSE: AWI) -- http://www.armstrong.com/-- designs and
manufactures floors, ceilings and cabinets.  AWI operates 42
plants in 12 countries and employs approximately 14,200 people
worldwide.

The company has Asia-Pacific locations in Australia, China, Hong
Kong, Indonesia, Japan, Malaysia, Philippines, Singapore, South
Korea, Taiwan, Thailand and Vietnam.  It also has locations in
Colombia, Costa Rica, Greece and Iceland, among others.

The company and its affiliates filed for chapter 11 protection on
Dec. 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen Karotkin,
Esq., at Weil, Gotshal & Manges LLP, and Russell C.Silberglied,
Esq., at Richards, Layton & Finger, P.A., represent the Debtors in
their restructuring efforts.  The company and its affiliates
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

The Bankruptcy Court confirmed AWI's plan on Nov. 18, 2003.  The
District Court Judge Robreno confirmed AWI's Modified Plan on
Aug. 14, 2006.  The Clerk entered the formal written confirmation
order on Aug. 18, 2006.  The company's "Fourth Amended Plan of
Reorganization, as Modified," has become effective and AWI has
emerged from Chapter 11.

Nitram Liquidators Inc. and Desseaux Corporation of North America
delivered to the Court a Joint Chapter 11 Plan of Liquidation and
an accompanying Disclosure Statement on Sept. 20, 2007.

(Armstrong Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASAT HOLDINGS: Has Until July 1 to Comply With Nasdaq Rules
-----------------------------------------------------------
ASAT Holdings Limited received a letter from the Nasdaq Staff
stating that for the prior 30 consecutive business days, the bid
price of the company's American Depositary Shares had closed below
the minimum $1 per ADS requirement for continued inclusion on the
Nasdaq Capital Market as set forth in Nasdaq Marketplace Rule
4320(e)(2)(E)(ii).

Therefore, in accordance with the Rule, the company was provided
with 180 calendar days, until July 1, 2008, to regain compliance
with the Rule.  If at any time before July 1, 2008, the bid price
of the company's ADSs closes at $1 per ADS or more for a minimum
of 10 consecutive business days, the Nasdaq Staff will provide
written notification that the company complies with the Rule.

If compliance with the Rule cannot be demonstrated by July 1,
2008, the Nasdaq Staff will determine whether the company meets
the initial listing criteria for the Nasdaq Capital Market, other
than the bid price requirement.

If the company meets the initial listing criteria, the Nasdaq
Staff will notify the company that it has been granted an
additional 180 calendar day period to regain compliance with the
Rule.  If the company is not eligible for an additional compliance
period, the Nasdaq Staff will provide written notification that
the company's ADSs will be delisted, and,
at that time, the company may appeal the Nasdaq Staff's
determination to delist to a Listing Qualifications Panel.

In addition, on Jan. 3, 2008, the company received a letter from
the Nasdaq Staff stating that the value of its listed securities
has been below $35,000,000 as required for inclusion by
Marketplace Rule 4320(e)(2)(B).  Therefore, in accordance with
Marketplace Rule 4320(e)(2)(D), the company will be provided 30
calendar days, or until Feb. 4, 2008, to regain
compliance.

If, at any time before Feb. 4, 2008, the market value of
listed securities of the company's ADSs is $35,000,000 or more for
a minimum of 10 consecutive business days, the Nasdaq Staff will
determine if the company regains compliance.

If compliance cannot be demonstrated by Feb. 4, 2008, the Nasdaq
Staff will provide written notification that the company's
securities will be delisted.  At that time, the company may appeal
the Nasdaq Staff's determination to delist to a Listing
Qualification Panel.

The company was also notified by Nasdaq on Jan. 3, 2008 that it
does not comply with the minimum stockholders' equity of
$2,500,000 or net income from continuing operations of $500,000 in
the completed fiscal year or in two of the last three completed
fiscal years, which are requirements for continued listing on the
Nasdaq Capital Market.

                  About ASAT Holdings Limited

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


ATLAS ENERGY: Moody's Puts B3 Rating on Proposed $400MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Atlas
Energy Operating Company, LLC including a B1 Corporate Family
Rating, a B1 probability of default rating, and a B3 rating (LGD
5, 82%) to its proposed $400 million of senior unsecured notes due
2018.  Moody's also assigned a SGL-3 rating to Atlas Energy.
Proceeds from the notes offering will be used to refinance a
portion of the borrowings under Atlas Energy's credit facility
that were used in the acquisition of DTE Gas & Oil Company in June
2007.  The rating outlook is stable.

The ratings reflect Atlas Energy's small size in terms of
production and proved reserves; its LLC structure which typically
involves the distribution of substantially all cash flow after
estimated maintenance capital expenditures; and its high leverage.
Support for the rating comes from the meaningful amount of equity
funding supporting the DTE acquisition (approximately 47% of the
purchase price); its long-lived reserve base with low production
decline rates; its large inventory of relatively low risk
developmental drilling opportunities; and the benefits of its
partnership management business which provides a stream of ongoing
fee-based income not directly tied to changes in commodity prices.

As of June 30, 2007, Atlas Energy had total proved reserves of
approximately 133.6 MMBoe (801.7 Bcfe) and PD reserves of
approximately 98.3 MMBoe (589.6 Bcfe).  For the three months ended
Sept. 30, 2007, Atlas Energy had average daily production of
approximately 15,217 Boe/d (91.3 MMcfe/d), or approximately 5.6
MMBoe on an annualized basis, which places it among the smallest
E&P companies that Moody's rates.  Atlas Energy's PD R/P ratio is
a lengthy 18 years.  Its properties are split between its recently
acquired Michigan properties, which account for 76% of total
proved reserves and 65% of average daily production, and its
Appalachia properties which account for the remaining 24% of total
proved reserves and 35% of average daily production.  While its
size and scale metrics are consistent with single-B E&P companies,
Atlas Energy's properties have a long history and a predictable
production profile.  This is unlike other small single-B
independent E&P companies which often have properties in areas
with steeper decline rates and much greater capital intensity and
higher development risks.  While Atlas Energy's properties are
located only two regions -- Michigan and Appalachia -- they have a
large number of identified future drilling locations as well as
significant undeveloped acreage.

Notwithstanding the recent DTE acquisition, Atlas Energy's
intended strategy is balanced between acquisitions and drilling.
This is in contrast to some of its E&P MLP/LLC peers which have a
stated strategy involving reserve replacement and growth through
acquisitions.  As noted above, Atlas Energy has a fairly
significant acreage position and drilling inventory which should
allow it to replace production without relying on the acquisitions
market.  One potential shortcoming of a strategy involving greater
drillbit activity, however, is that it can shorten the average
decline rate as newer production (flush production) declines
faster than more mature wells.  This may become a greater factor
for Atlas Energy depending on results from its emerging Marcellus
Shale Play.

Atlas Energy's F&D costs are dominated by the DTE acquisition. The
acquisition had a purchase price of $1.268 billion for acquired
total proved reserves of 101.8 MMBoe (independently engineered as
of June 30, 2007), resulting in an acquisition cost of $12.46/Boe.
Adding in $118.4 million for future development costs, the
acquisition cost on a fully developed basis is approximately
$13.62/Boe.  Given the very long life of these reserves, this
acquisition cost is not comparable to other E&P companies with a
shorter reserve life.  This is evident in terms of the acquisition
having a cost per daily flowing Boe of approximately $129,000,
which is high relative to other E&P transactions in the market.
On pro forma basis, Moody's estimates that Atlas Energy's three-
year all sources F&D costs were $12.88/Boe and its three-year
drillbit (including revisions) F&D costs were $15.92/Boe.
Excluding revisions, the bulk of which are price-related, Atlas
Energy's three-year drillbit F&D costs were $10.96/Boe.

Pro forma for the notes offering, Atlas Energy's debt was
$749.1 million as of Sept. 30, 2007.  Using SEC reserves as of
June 30, 2007, its debt/PD reserves was approximately $7.62/Boe
and its debt plus future development costs/total proved reserves
was approximately $7.69/Boe.  Atlas Energy's RCF less sustaining
capex/debt is expected to fall in the 0%-10% range as RCF
(operating cash flow before changes in working capital less
distributions) is expected to be close to estimated sustaining
capex.

Atlas Energy's SGL-3 rating reflects adequate liquidity for the
next 12 months.  Moody's expects that Atlas Energy will have
negative free cash flow in 2008 as total capex and distributions
will exceed operating cash flow.  Atlas Energy's hedging contracts
provide downside protection to operating cash flow over the next
12 months as approximately 81% of expected production in 2008 is
hedged at favorable prices.

Approximately 70% of expected production is hedged in 2009 and 57%
is hedged in 2010.  Pro forma for the notes offering, Atlas Energy
will have a borrowing base under its revolving credit facility of
$635 million, of which $285 million would have been available as
of Sept. 30, 2007.  Covenants under the facility include a minimum
current ratio of 1-to-1 and a maximum leverage ratio of 4-to-1
through Dec. 31, 2008 and then stepping down in periods
thereafter.

The senior notes are rated two notches below Atlas Energy's CFR
based on the application of Moody's LGD methodology.  This outcome
is driven by the amount of secured debt relative to the amount of
the notes.

Headquartered in Moon Township, Pennsylvania, Atlas Energy
Operating Company, LLC is the principal operating subsidiary of
publicly traded Atlas Energy Resources, LLC.  Atlas Energy
Resources is managed by Atlas Energy Management, Inc., a wholly
owned subsidiary of Atlas America.


ATLAS ENERGY: Mulls $400 Mil. Offering of Senior Unsecured Notes
----------------------------------------------------------------
Atlas Energy Resources LLC plans to offer $400 million of senior
unsecured notes through a private placement, subject to market
conditions.

Atlas Energy will use the net proceeds of the proposed offering to
repay outstanding indebtedness under its senior secured credit
facility.

Based in Moon Township, Pennsylvania, Atlas Energy Resources LLC
(NYSE: ATN) -- http://www.atlasenergyresources.com/-- focuses on
the development and production of natural gas and, to a lesser
extent, oil principally in the eastern United States.  Atlas
Energy sponsors and manages tax advantaged investment
partnerships, in which it co-invests, to finance the exploration
and development of its acreage in the Appalachian Basin and drills
on its own account in the Antrim Shale of Michigan.


ATLAS ENERGY: S&P Puts B Rating on Proposed $400 Mil. Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to oil & gas exploration and production company
Atlas Energy Resources LLC .  The outlook is stable.   At the same
time, Standard & Poor's assigned a 'B' rating to the proposed $400
million senior unsecured notes to be co-issued by Atlas Energy's
wholly-owned subsidiaries, Atlas Energy Operating Company LLC and
Atlas Energy Finance Corp.  Pro forma for the notes issuance, Moon
Township, Pennsylvania-based Atlas Energy had $749 million of debt
as of Sept. 30, 2007.

"The corporate credit rating reflects the company's limited scale
and geographic diversity, aggressive financial leverage, and
substantial quarterly distributions paid to unitholders," said
Standard & Poor's credit analyst David Lundberg.  "These
weaknesses are partially offset by the low geological risk
inherent in the company's reserve base, a long reserve life, and
the fee income generated by the company's partnership management
business."


BALLY TOTAL: Court Okays Latham & Watkins' $1.8 Million Fees
------------------------------------------------------------
The Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York, signed, on Jan. 3, 2008, an Omnibus
Order granting the First and Final Applications of Compensation
and Reimbursement of Expenses of professionals involved in the
bankruptcy proceeding of Bally Total Fitness Holding Corp. and its
debtor-affiliates.

As previously reported in the Troubled Company Reporter, Bally
Total Fitness emerged from Chapter 11 on Oct. 1, 2007, as a
private company just over two months after filing for bankruptcy
protection on July 31, 2007.  The restructuring arrangements
funded by Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund L.P. became
effective on the same date.  Harbinger invested approximately
$233.6 million in exchange for 100% of the common equity of
reorganized Bally.

The fees approved are:

    Name of Firm             Fees Requested     Fees Awarded
    ------------             --------------     ------------
    Latham & watkins LLP     $1,813,250.75      $1,813,250.75

    Deloitte Financial          $85,278.37         $85,278.37
    Advisory Services LLP

    Deloitte Tax LLP           $432,349.41        $432,349.41

    Hilco Real Estate LLC      $255,049.11        $255,049.11

    KPMG LLP                 $1,419,751.05      $1,419,751.05

    Jefferies & Company        $300,000.00        $300,000.00

    Kirkland & Ellis LLP       $573,778.50        $573,778.50

                  About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  Bally Total and its affiliates filed for
chapter 11 protection on July 31, 2007 (Bankr. S.D.N.Y. Case No.
07-12396) after obtaining requisite number of votes in favor of
their pre-packaged chapter 11 plan.  Joseph Furst, III, Esq., at
Latham & Watkins, L.L.P. represented the Debtors in their
restructuring efforts.  As of June 30, 2007, the Debtors had
$408,546,205 in total assets and $1,825,941,54627 in total
liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.


BEAR STEARNS: Posts $854 Million Net Loss in 2007 Fourth Quarter
----------------------------------------------------------------
The Bear Stearns Companies Inc. reported a net loss of
$854 million for the fiscal fourth quarter ended Nov. 30, 2007, as
compared with net income of $563 million for the fourth quarter of
2006.  Net revenues for the 2007 fourth quarter were a loss of
$379 million down from revenues of $2.4 billion for the 2006
fourth quarter.

In early November the company disclosed that it anticipated write-
downs of approximately $1.2 billion in mortgage inventory net of
hedges.  At November 30, total net inventory write-downs were
$1.9 billion.  These write-downs served to reduce fourth quarter
earnings per share (diluted) by $8.21.  Including these write-
downs the company reported a loss for the fourth quarter ended
Nov. 30, 2007, of $6.90 per share. For the comparable fourth
quarter of 2006, the company reported earnings per share (diluted)
of $4.00.

For the fiscal year the company reported $1.52 earnings per share
(diluted), compared with $14.27 for fiscal 2006.  Net income for
the fiscal year was $233 million compared with $2.1 billion earned
in fiscal year ended Nov. 30, 2006.  Net revenues for the 2007
fiscal year were $5.9 billion, compared with $9.2 billion in the
prior fiscal year. The after-tax return on common stockholders'
equity was 1.8% for fiscal 2007.

"We are obviously upset with our 2007 results, particularly in
light of the fact that weakness in fixed income more than offset
strong and, in some areas, record-setting performance in other
businesses," said James E. Cayne, chairman and chief executive
officer.

"Our underlying fixed income franchise remains strong and we have
taken steps to size the division to market conditions.  We are
taking appropriate measures to position Bear Stearns for renewed
profitability in 2008 by focusing our resources on the businesses
with growth potential in the current environment, while
streamlining our operations in areas with lower expected activity
levels.  We are confident that these efforts will ensure Bear
Stearns remains a strong and profitable competitor in the global
marketplace in the years to come."

"When Bear Stearns became a public company, consistent with our
entrepreneurial roots and to ensure alignment of interests between
management and shareholders, we designed our executive
compensation programs to pay for performance.  In a year in which
we produced unacceptable results, the plans are working as they
were designed -- and the members of the executive committee will
not receive any bonuses for 2007."

                         Capital Markets

Net revenues in Capital Markets, which includes Institutional
Equities, Fixed Income and Investment Banking, were a loss of
$956 million in the fourth quarter of 2007, down from net revenues
of $1.9 billion in the fourth quarter ended Nov. 30, 2006.
Capital Markets net revenues were $3.9 billion in fiscal year
2007, a decrease of 46% from the $7.3 billion reported in 2006.

                     Global Clearing Services

Fourth quarter 2007 Global Clearing Services net revenues were
$276 million, up 2% from $271 million in the fourth quarter of
2006.  Net revenues for the 2007 fiscal year in Global Clearing
Services were $1.2 billion, up 11% from $1.1 billion in fiscal
2006.

                        Wealth Management

Wealth Management net revenues were $272 million in the fourth
quarter of 2007, up 10% from $247 million in the fourth quarter of
2006.  Wealth Management net revenues were $830 million in fiscal
2007, a decrease of 3% compared with $858 million in fiscal 2006.

                       Stockholders' Equity
                     and Long-term Borrowings

As of Nov. 30, 2007, total capital, including stockholders' equity
and long-term borrowings, was $80.3 billion.  Book value on
Nov. 30, 2007, was $84.09 per share, based on 136.2 million shares
outstanding.  The company repurchased approximately 12.0 million
shares of its common stock at a total cost of $1.7 billion during
fiscal 2007.

                   About Bear Stearns Companies

New York-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BEAR STEARNS: James Cayne Leaves CEO Posts, to Stay as Chairman
---------------------------------------------------------------
James E. Cayne has informed The Bear Stearns Companies Inc.'s
board of directors of his desire to step down as chief executive
officer, effective immediately.  While Mr. Cayne will retire from
the firm, he will stay on as chairman of the board of directors
and will be succeeded as chief executive officer by Bear Stearns
president Alan D. Schwartz.

Mr. Cayne served as CEO of Bear Stearns since 1993 and as chairman
and CEO since 2001.

"Jimmy has much to be proud of -- under his leadership Bear
Stearns has grown substantially over the past 15 years, with
revenues increasing to $7 billion from $2 billion and the number
of our employees more than doubling to 14,000," said Vincent Tese,
Bear Stearns lead independent director.  "This was his decision,
and we are very pleased that he has agreed to stay actively
involved in the business as chairman of the board."

"The company's talent pool is particularly deep and the board is
fortunate to have someone of Alan's caliber and experience ready
to step in to lead the company," Mr. Tese added.  "Alan has spent
more than 30 years at Bear Stearns; he deeply understands our
business and culture, and he is a strong leader and manager who is
admired and respected throughout the organization."

"I am gratified that the board has continued confidence in me, but
I believe this is the right time to implement our succession
plan," Mr. Cayne commented.  "We are beginning a new year and are
at a pivotal point in the development of our business at a time of
rapid change on Wall Street."

"Leading Bear Stearns and its wonderfully talented people has been
one of the great joys in my life for nearly 15 years," he said.
"These are people who know how to create value, who know how to
serve clients well and who I am confident will continue to do so
for many years in the future."

"Alan is a good friend and one of the most capable executives on
Wall Street.  He is a great choice to lead the company in this new
era and I am delighted to be in a position to help," Mr. Cayne
added.  "I have great confidence in him and in the seamlessness of
this transition.  I look forward to my new role, where I feel I
can use my institutional knowledge of Bear Stearns and Wall Street
to maximum advantage for the firm in the years ahead."

Alan D. Schwartz joined Bear Stearns in 1976.  He became executive
vice president and head of the Investment Banking Division in
1985.  Mr. Schwartz was named president and co-chief operating
officer in June 2001 and sole president in August of 2007.

"I am honored to have the opportunity to lead one of Wall Street's
great franchises," Alan D. Schwartz, president of Bear Stearns,
said.  "Bear Stearns has a bright future.  Our franchise is rock
solid thanks to Jimmy's leadership; investors, customers and
employees should not expect any abrupt changes in the period
ahead."

"We have a strong capital position, a unique culture and great
talent throughout the organization," Mr. Schwartz stated.
"Although the operating environment has been difficult, we are off
to a good start in 2008.  We remain excited about our core equity,
banking and fixed income businesses, our international expansion
initiatives, and the further development of our energy and wealth
management platforms."

"Jimmy Cayne is a Wall Street legend," he said.  "I've learned a
lot from him in the 30 years we have been friends and partners
here at Bear Stearns, and I am pleased we will be able to continue
working together."

                   About Bear Stearns Companies

New York-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BOSTON SCIENTIFIC: Completes $750 Mil. Sale of Surgery Business
---------------------------------------------------------------
Boston Scientific Corporation has completed the sale of
its Cardiac Surgery and Vascular Surgery businesses to the Getinge
Group of Sweden for $750 million in cash.

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Boston Scientific Corporation signed a definitive agreement for
the sale of its Cardiac Surgery and Vascular Surgery businesses to
the Getinge Group.

The company disclosed its intent to sell the Cardiac Surgery and
Vascular Surgery businesses on Aug. 16, as part of its plan to
divest non-strategic assets and increase shareholder value.

Boston Scientific acquired the Cardiac Surgery business in April
2006 as part of the Guidant transaction.

The Cardiac Surgery business is a developer of medical
technologies designed for use in surgical cardiac procedures,
including beating-heart bypass surgery systems and endoscopic
vessel harvesting for coronary bypass surgery.  The business
employs approximately 450 people.

The company expects to record after-tax charges of approximately
$240 million in connection with the transaction. These charges
will be recorded during the fourth quarter of 2007 and the first
quarter of 2008.

"We have now sold three of our five previously identified non-
strategic businesses, and we expect to close on the remaining two
-- Fluid Management and Venous Access -- this quarter," Jim Tobin,
president and chief executive officer of Boston Scientific, said.
"These divestitures -- along with our ongoing efforts to reduce
expenses and simplify our operating model -- should help us
achieve our overall goals of restoring profitable growth,
increasing shareholder value and strengthening Boston Scientific
for the future."

                     About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Boston
Scientific Corp., including the 'BB+' corporate credit rating, and
removed them from CreditWatch, where they were placed with
negative implications Aug. 3, 2007.  The rating outlook is
negative.


BRANDEIS LOFTS: Court OKs Sale of Condo to Townsend for $15.4 Mil.
------------------------------------------------------------------
The Hon. Thomas L. Saladino of the Nebraska U.S. Bankruptcy Court
in Omaha yesterday gave Brandeis Lofts LLC authority to sell its
luxury condominium, Brandeis Building, Christine Laue writes for
World-Herald News.  The condo will be sold to Townsend Investments
II LLC for $15.4 million, World-Herald relates.

Debtor's counsel Robert V. Ginn, Esq., at Blackwell Sanders Peper
Martin LLP told World-Herald that parties will discuss settlement
of Weitz Co.'s objection as to the distribution of the sale
proceeds.  Weitz is the Debtor's contractor and creditor, World-
Herald notes.

Prior to granting sale approval, the Court sought the opinions of
creditors, Great Western Bank and Weitz, regarding MaxCom Real
Estate Services' contention that its $16.25 million purchase offer
for the condo was better, World-Herald says.  Great Western Bank
told the Court, World-Herald relates, that it was contented with
Townsend's offer and that it has no confidence in MaxCom.  Weitz
and MaxCom happen to owe Great Western Bank an undisclosed amounts
of loans, World-Herald reveals.

Mr Ginn says that a final sale hearing will be set for Monday and
the sale to close utmost ten days following issuance of final
order, World-Herald reports.

                      About Brandeis Lofts

Omaha, Nebraska-based Brandeis Lofts LLC owns the Brandeis
Building which is a partially completed luxury condominium project
in a 10-story, 1906 building located at 16th and Douglas Streets.
Brandeis Lofts' investors are Bob Hampton of Lincoln, Breck
Collingsworth of Lincoln and Steve Borgmann of Norfolk, Neb.

The Debtor filed for chapter 11 protection On March 14, 2007
(Bankr. D. Neb. Case No. 07-80482) after suffering from lack of
funds.  Robert V. Ginn, Esq., at Blackwell Sanders Peper Martin
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.  The Debtor owes Hampton LLC
$2,200,016, its largest unsecured creditor.


BRITISH AIRWAYS: Offers Alternative Travel to MAXjet Customers
--------------------------------------------------------------
British Airways plc is offering passengers of the bankrupt airline
MAXjet Airways Inc. a special New Year's offer to help them have a
happier start to 2008.

The airline is offering customers of the U.S.-based airline booked
to travel after December 24 the opportunity to book Club World
(business class) return tickets from London Heathrow to New York
for 1,000 and London Heathrow to Los Angeles for 1,250.

The tickets are available for sale until Friday, Jan. 11, 2008,
for travel throughout 2008.

Steve Cassidy, GM long-haul sales, said: "We understand that this
may be an uncertain time for customers who were booked to travel
with MAXjet.  We are pleased to be able to offer them an
alternative with British Airways."

He continued, "Our special New Year offer is available to any
MAXjet customer who was due to travel after December 24, 2007.

"British Airways offers customers a truly upgraded experience with
our award-winning new Club World cabin, a superior network and
schedule and our frequent flyer programme, the Executive Club,
which rewards our most regular customers when they fly.

"British Airways' 100 million investment in its new Club World is
available on most British Airways flights between London Heathrow
and New York and all flights between London Heathrow and Los
Angeles."

   -- The British Airways offer is available for sale up to and
      including midnight on Jan. 11, 2008.

   -- Prices include all taxes, fees and charges.

   -- Customers can book with British Airways directly by
      calling 0870 850 9850 in the UK and 1-800-AIRWAYS in the
      U.S.A.

   -- Tickets are non-refundable and non-changeable and require
      a Saturday night stay.

   -- Travel is subject to availability throughout 2008.

   -- Proof of purchase of a MAXjet flight for travel after
      Dec. 24, 2007 is required to qualify for the special fare.

   -- British Airways flies to New York JFK and Newark airports
      from London Heathrow 11 times per day and once a day
      between Manchester and New York JFK.  The airline flies
      three times per day between London Heathrow and Los
      Angeles.

   -- British Airways' frequent flyer programme, the Executive
      Club rewards frequent travellers with - BA Miles that can
      be used for free flights and upgrades.

The 100 million investment in Club World includes:

   -- More comfortable six feet long fully-flat bed that is
      25% wider than the original flat bed.

   -- A new 'z' bed position that extends to six foot six
      inches and allows the body to assume a position similar to
      that in zero gravity, ideal for watching movies.

   -- Electronically operated privacy screens using an
      innovative opaque material, Lumisty.

   -- A laptop locker where customers can stow electronic items,
      a small bag and shoes.

   -- Standard 110v US style in-seat power socket that only
      needs a U.K./U.S.A. adaptor.

   -- An enhanced in-flight entertainment system that allows
      customers to pause, stop, fast-forward or rewind up to
      100 films and TV programmes, and play games on larger
      10-inch digital screens.

   -- An onboard Club Kitchen where customers can enjoy hot and
      cold snacks in between meals.

                       About MAXjet Airways

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl & Jones LLP represents the Debtor in its
restructuring efforts.  The Debtor listed assets between $10
million and $50 million and debts between $50 million to $100
million when it filed for bankrutpcy.

                       About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
plc -- http://www.ba.com/-- and -- http://www.britishairways.com/
-- operates international and domestic scheduled and charter air
services for the carriage of passengers, freight and mail, and
provides of ancillary services.  The company also operates a
worldwide air cargo business with its scheduled passenger
services.  The company operates international scheduled airline
route networks, comprising some 147 destinations in 75 countries
at March 31, 2007.  The British Airways group consists of British
Airways plc and a number of subsidiary companies including in
particular British Airways Holidays Ltd. and British Airways
Travel Shops Ltd.  BA has offices in India and Guatemala.  British
Airways has operations in the United States.

                           *     *     *

British Airways plc carries Ba1 senior unsecured debt rating
placed by Moody's Investors' Service on Aug. 14, 2007.  The
outlook is stable.


CITIZENS COMMS: Earns $47.4 Million in 2007 Third Quarter
---------------------------------------------------------
Citizens Communications Co. reported net income of $47.4 million
for the third quarter ended Sept. 30, 2007, compared with net
income of $128.5 million in the same period last year.  Third
quarter 2007 results include a charge of approximately
$12.1 million for severance and early retirement costs primarily
related to ongoing initiatives to enhance customer service,
streamline operations and reduce costs.  This compares to
severance and early retirement costs in the third quarter of 2006
of approximately $500,000.

Revenue for the third quarter of 2007 was $575.8 million, as
compared to $507.2 million in the third quarter of 2006, a 13.5%
increase.  The third quarter 2007 increase of $68.6 million is
primarily a result of $80.5 million of revenues related to the
operations of Commonwealth Telephone Enterprises, which was
acquired on March 8, 2007, and a $13.1 million increase in data
and internet services revenue, offset by declines in Federal and
state subsidies and lower local services revenues resulting from
reduced access lines.

"We delivered another quarter of strong financial results," said
Maggie Wilderotter, chairman and chief executive officer of
Citizens.  "Continued customer product revenue growth along with
disciplined expense control, realized synergies on our
Commonwealth acquisition and other expense reduction initiatives
generated a 52.8% operating cash flow margin.  Excluding the
$12.1 million severance and early retirement costs, our third
quarter operating cash flow margin for the quarter would have been
54.9%.

"Our penetration levels increased on all bundled products.  Our
residential high speed penetration is 30.0% and high speed
revenues continue to be over $40.00 per customer per month.  Our
wireless data initiative is now operating in nine municipalities,
four colleges and universities and over 20 hot spots in our
territory.  We are also excited about our recently closed
acquisition of Global Valley and remain confident in delivering on
our results for the remainder of the year."

Other operating expenses for the third quarter of 2007 were
$215.3 million, as compared to $186.7 million in the third
quarter of 2006, a 15.3% increase.  The third quarter 2007
increase of $28.6 million is primarily a result of $23.8 million
in other operating expenses related to the operations of
Commonwealth Telephone Enterprises and the incremental charge for
severance and early retirement costs, offset by lower compensation
and benefit costs resulting from reduced number of employees and
improved expense controls.

Depreciation and amortization expense for the third quarter of
2007 was $138.1 million, as compared to $117.0 million in the
third quarter of 2006, an 18.0% increase.  Depreciation and
amortization expense for the third quarter of 2007, excluding the
impact of the acquisition, decreased $5.8 million or 5.0% as
compared to the third quarter of 2006.  The decrease is primarily
due to a declining net asset base.

The company added approximately 17,900 high-speed internet
customers during the third quarter of 2007 and had more than
497,200 high-speed internet customers at Sept. 30, 2007.  The
company added approximately 5,400 video customers during
the third quarter of 2007 and had more than 86,400 video
customers at Sept. 30, 2007.

Operating income for the third quarter of 2007 was $165.9 million
and operating income margin was 28.8%, as compared to operating
income of $160.7 million and operating income margin of 31.7% in
the third quarter of 2006.  The third quarter 2007 increase of
$5.2 million is primarily a result of $18.9 million related to the
operations of Commonwealth Telephone Enterprises and $5.8 million
from a reduction in depreciation and amortization, offset by the
incremental charge for severance and early retirement costs.

Third quarter 2007 income from continuing operations was
$47.4 million as compared to third quarter 2006 income from
continuing operations of $51.3 million.

Free cash flow was $118.9 million for the third quarter of 2007
and $422.7 million for the first nine months of 2007.

During the third quarter, the company repurchased 10,472,000
shares of its common stock for $148.4 million.  The company
completed its $250.0 million authorized stock repurchase program
in mid-October 2007.  In addition, during the third quarter, the
company redeemed $30.4 million principal amount of its industrial
development revenue bonds.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$7.34 billion in total assets, $6.29 billion in total liabilities,
and $1.05 billion 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?26d7

                  About Citizens Communications

Based in Stamford, Conn., Citizens Communications Company (NYSE:
CZN) -- http://www.czn.com/-- operates  under the brand name of
Frontier and offers telephone, television and internet services in
24 states with approximately 6,100 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Fitch Ratings affirmed Citizens Communications Company's Issuer
Default Rating at 'BB'.


CHENIERE ENERGY: Sept. 30 Balance Sheet Upside-Down by $266.4 Mil.
------------------------------------------------------------------
Cheniere Energy Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $3.02 billion in total assets, $2.99 billion in total
liabilities, and $293.5 milion in minority interest, resulting in
a $266.4 million total stockholders' deficit.

The company reported a net loss of $53.5 million on net revenues
of $394,000 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $33.1 million on net revenues of $737,000
during the corresponding period in 2006.

Year to date through Sept. 30, 2007, Cheniere reported a loss of
$129.1 million on net revenues of $9,000 compared to a net loss of
$52.5 million on net revenues of $1.6 million for the comparable
period in 2006.

The company reported that the construction of the Sabine Pass LNG
receiving terminal and Creole Trail pipeline remains on schedule
and on budget.  The company expects to commence operations on the
Sabine Pass terminal in the second quarter of 2008 with initial
send out capacity of 2.6 Bcf/d and storage capacity of 10.1 Bcf.
Construction is also underway to expand the terminal to a total
send out capacity of 4.0 Bcf/d and storage capacity of 16.8 Bcf by
second quarter 2009.  Commencement of operations of the 2.0 Bcf/d
Creole Trail pipeline is expected to coincide with the initial
start up of the terminal.

Results for the quarter and nine months ended Sept. 30, 2007, were
primarily impacted by costs associated with the development of the
infrastructure as well as the continued development of the
organization in preparation for operations.  The primary reasons
for the $20.4 million increase in the net loss between
corresponding quarters in 2006 and 2007 included the following:

  -- general and administrative expenses increasing by
     $22.9 million principally related to personnel costs
     necessary for the expansion of Cheniere's business

  -- LNG terminal and pipeline development expenses increasing by
     $7.1 million due to the hiring of employees who will
     ultimately be operating and maintaining the Sabine Pass LNG
     receiving terminal and the Creole Trail pipeline and

  -- an increase in interest expense of $17.1 million primarily
     related to the Sabine Pass LNG L.P. senior notes.

These increases were partially offset by increased interest income
of $9.9 million and by the effect in 2006 of a $15.1 million
income tax provision.

              Unrestricted Cash and Cash Equivalents

At Sept. 30, 2007, Cheniere had unrestricted cash and cash
equivalents of $446.6 million compared to $463.0 million at
Dec. 31, 2006.  The primary sources of cash and cash equivalents
during the first nine months of 2007 were the receipt of
$203.9 million in net proceeds from the sale of Cheniere Energy
Partners L.P. common units to the public and receipt of
$391.7 million in net proceeds from a $400.0 million term loan in
May 2007.

The primary use of the proceeds from the term loan was to purchase
9,175,595 shares of the company's common stock at a cost of $325.0
million, as previously disclosed.  Another significant use of cash
was for the construction of the Creole Trail pipeline, with costs
incurred through Sept. 30, 2007, of $310.6 million.  Estimated
costs of the Creole Trail pipeline, before financing costs, are
approximately $500.0 to $550.0 million.

                Restricted Cash, Cash Equivalents
                     and Treasury Securities

At Sept. 30, 2007, Cheniere held restricted cash, cash equivalents
and treasury securities totaling $930.5 million which was
comprised of $513.6 million dedicated to the completion of the
construction of the Sabine Pass LNG receiving terminal including
the expansion to 4 billion cubic feet per day of throughput
capacity, $284.7 million reserved for interest payments on the
Sabine Pass LNG L.P. senior notes and $86.7 million as a reserve
for distributions to Cheniere Partners' common unit holders.
Estimated costs, before financing costs, for the Sabine Pass
terminal are $1.4 to $1.5 billion.  Costs incurred through
September 30, 2007 were $941.9 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?26de

                      About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX: LNG) --
http://www.cheniere.com/-- is developing a network of three LNG
receiving terminals and related natural gas pipelines along the
Gulf Coast of the United States.  Cheniere is pursuing related
business opportunities both upstream and downstream of the
terminals.  Cheniere is also the founder and holds a 30%
limited partner interest in a fourth LNG receiving terminal.

                          *     *     *

As of Jan. 8, 2008, the company holds Standard & Poor's "B" long-
term foreign and local issuer credit ratings.  The outlook is
stable.


CHRYSLER LLC: 2007 Int'l Markets Sales Up 8% at 599,618 Units
-------------------------------------------------------------
Chrysler LLC posted sales of 599,618 units in 2007 for markets
outside the U.S., an 8% increase versus 2006.

In Canada, 232,859 units were sold, a 6% increase while in
Mexico, there was an increase of 0.1%, with 128,541 units sold.

"On behalf of our leadership team, I would like to extend my
thanks and appreciation to Chrysler's global network for a
strong 2007," Bob Nardelli, Chrysler chairman and CEO disclosed.

"This global performance is a great demonstration of what can be
done when all of our employees, dealers, distributors and
suppliers are fully aligned and focused on meeting the needs of
our customers and being competitive in the industry.  As we
continue to grow globally, it's our proud heritage that will
continue to differentiate Chrysler in global markets and
resonate with customers worldwide," Mr. Nardelli added.

With the segment that it created, Chrysler LLC remains the
minivan leader with Dodge Grand Caravan holding the number one
position in the United States with 176,041 units sold in 2007
and ranking second in global sales with 232,000 units sold.
With 30,937 units sold outside North America, Dodge Caliber was
the highest sales volume vehicle for the company.

"We are fortunate that in a tough industry, customers in the
United States, Canada, Mexico and around the world have
responded favorably to our Chrysler, Jeepr and more recently,
Dodge brands," Jim Press, Chrysler's vice chairman and president,
said.  "This is a revitalized organization, moving in the right
direction, with a renewed emphasis on putting the global
customer first at every step in the process-anxious to serve,
proud of the value and quality of our products.  I am pleased to
say that our global results are beginning to show this."

Sales increases in select markets were driven by the worldwide
appeal and strong customer interest in Chrysler's new vehicles,
including the Jeep Wrangler, Jeep Compass and Jeep Patriot.
Worldwide sales were down less than one percent during 2007 to
2,676,268 units versus 2,698,429 units in 2006.

                 Chrysler International Markets

Spurred by demand for new Chrysler, Jeep and Dodge products,
Chrysler achieved record sales outside North America in 2007,
outselling any previous year in the company's history.  Year-to-
date sales increased 15% to 238,218 units from 2006 results of
206,925 units.  The highest volume markets outside North America
were: Italy (21,361 units); Venezuela (19,459 units); and the
United Kingdom (18,623 units).

                         Chrysler Canada

Chrysler Canada sales rose 6% to 232,859 units in 2007 compared
with 220,553 units sold in 2006, securing the automaker's
position as the No. 2 seller of cars and trucks in Canada.
Furthermore, with the introduction of nine new models in 2007,
Chrysler Canada's sales growth has exceeded that of the Canadian
market by gaining more new customers than any other OEM.

                         Chrysler Mexico

Posting its best sales year since 2001, Chrysler Mexico sales
rose slightly (0.1%) to 128,541 units during 2007. Chrysler
Mexico sales and market share have been consistently increasing
in a competitive market; this growth has been made possible by
the complete product lineup offered by the Chrysler, Dodge and
Jeep brands in the Mexican automotive market.

                      Chrysler U.S. Market

In the United States, Chrysler LLC sold 2,076,650 units in 2007,
a decrease of 3% from the 2,142,505 units in 2006.  Chrysler LLC
continues to invest in new product, including new fuel-efficient
powertrains.  For 2008, the Company will offer six vehicles with
28 miles per gallon or better highway fuel economy including
Jeep Compass, Jeep Patriot, Dodge Avenger, Dodge Caliber,
Chrysler Sebring Sedan and Chrysler Sebring Convertible.  This
combined with the best-in-industry Lifetime Powertrain Warranty
on Chrysler, Jeep, and Dodge vehicles is bringing more customers
to showrooms.

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital
Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R)
brand vehicles and products.  The company has dealers worldwide,
including Canada, Mexico, U.S., Germany, France, U.K.,
Argentina, Brazil, Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  S&P
said the outlook is negative.


CLAYMONT STEEL: Waiting Period on Evraz Group's Offer Expires
-------------------------------------------------------------
Claymont Steel Holdings Inc. disclosed that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to Evraz Group S.A.'s tender offer, through its
subsidiary Titan Acquisition Sub Inc., to purchase all of its
outstanding shares of common stock has expired.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Claymont Steel has entered into a definitive agreement with Evraz
Group S.A. and Titan Acquisition, under which Evraz will acquire
Claymont Steel for $23.50 per share, for an aggregate price of
approximately $564.8 million, including debt and net of cash.

Under the terms of the agreement, Titan will make a cash tender
offer for all shares of Claymont Steel common stock and then merge
with Claymont Steel.  The board of directors of Claymont Steel has
unanimously recommended that the shareholders of Claymont Steel
accept the offer.

The tender offer will expire at 12:00 midnight, New York City
time, on Jan. 16, 2008, unless extended in accordance with the
merger agreement and the applicable rules and regulations of the
Securities and Exchange Commission.

The offer remains subject to other customary conditions,
including the acquisition by Evraz of a majority of Claymont
Steel's shares on a fully diluted basis.

For further information, contact:

     Evraz Group S.A.
     Attn: Irina Kibina, Vice President
     Corporate Affairs and Investor Relations
     Tel: +7 495 232 1370
     IR@evraz.com

     Edelman, for Evraz:
     John Dillard / Chris Mittendorf
     Tel: +1 212 704 8174/8134

                           About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                       About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Inc. --
http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills
carbon steel plate.  It services all major plate markets including
service centers, bridge fabricators, railcar manufacturers, heavy
construction machinery and material handling equipment, mining
equipment, storage tanks, pressure vessel, and shipbuilding.  It
produces somewhere near 400,000 tons per year.  The company sells
its products to clients in Canada and the US.  Previously a
subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was
acquired by H.I.G. Capital, a private equity and venture capital
investment firm in 2005.  H.I.G. formed Claymont Steel Holdings in
2006 with the intent to take the company public.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service placed all of its ratings, including its
'B' corporate credit rating, on Claymont Steel Inc. on CreditWatch
with positive implications following the announcement that Evraz
Group S.A., through its wholly owned subsidiary Titan Acquisition
Sub, Inc., has entered into a definitive agreement under which
Evraz will acquire Claymont Steel for $23.50 per share, for an
aggregate purchase price of approximately $565 million, including
debt.  If Claymont's debt is retired as a result of the
transaction, its ratings will be withdrawn.


COMPASS DIVERSIFIED: Completes Acquisition of Fox Factory
---------------------------------------------------------
Compass Diversified Holdings, Compass Group Diversified Holdings
LLC and its subsidiaries simultaneously entered into a definitive
agreement to acquire and consummated the acquisition of Fox
Factory Inc.

Under the terms of the transaction, CODI's acquisition of Fox is
based on a total enterprise value of $85 million, representing
approximately 7.5 times Fox's estimated Earnings Before Interest,
Taxes, Depreciation and Amortization for 2007, before taking into
account the positive cash flow impact of the tax asset step-up
pursuant to which CODI will be acquiring Fox. Fox management will
invest in the transaction alongside CODI resulting in an initial
minority ownership of approximately 24%.

"Fox is a strong addition to our current group of subsidiaries,"
I. Joseph Massoud, CODI's CEO, said.  "This company possesses the
critical characteristics we look for in all of our businesses,
including market leadership in a niche industry, strong cash flow
and proven management.  The Fox brand name is highly recognized
and well respected globally in its industry, and Fox's products
reflect the company's culture of continual design innovation and
superior performance."

"Robert Fox and the company's senior management team, who will
continue to manage the business under our ownership, have driven
growth by providing innovative suspension products for over three
decades and we look forward to working with them to continue and
accelerate this growth," Mr. Massoud added.

"Upon closing, this acquisition will be accretive to our
shareholders and increase our cash flow available for
distribution," Mr. Massoud concluded.  "Our ability to consummate
this transaction was facilitated to a great extent by our
financing structure, under which we will fund this acquisition
through excess cash on hand and our newly expanded credit facility
at the CODI level."

Upon acquisition, CODI works with the executive teams of its
subsidiary companies to identify and capitalize on opportunities
to grow those companies' earnings and cash flows. These cash flows
support distributions to CODI shareholders, which are intended to
be steady and growing over the long term.

                     About Fox Factory Inc.

Headquartered in Watsonville, California, Fox Factory Inc. is a
designer, manufacturer and marketer of high end suspension
products for mountain bikes, all terrain vehicles, snowmobiles and
other off-road vehicles.  Founded in 1974, Fox both acts as
supplier to action sport original equipment manufacturers and
provider of aftermarket products to retailers and distributors.

               About Compass Diversified Holdings

Headquartered in Westport, Connecticut, Compass Diversified
Holdings - http://www.compassdiversifiedholdings.com/-- (Nasdaq
GS: CODI) is a Delaware statutory trust that was formed on Nov.
18, 2005, to acquire and manage a group of middle market
businesses that are headquartered in North America.  CODI provides
public investors with an opportunity to participate in the
ownership and growth of companies which have historically been
owned by private equity firms, wealthy individuals or families.

Compass Group Diversified Holdings LLC, a Delaware limited
liability company, was also formed on Nov. 18, 2005.  In
accordance with the Trust Agreement, Compass Diversified Holdings
is the sole owner of 100% of the trust's Interests of Compass
Group Diversified Holdings LLC.  Compass Group Diversified
Holdings LLC is the operating entity with a board of directors and
other corporate governance responsibilities, similar to that of a
Delaware corporation.

Compass Diversified Holdings is managed by Compass Group
Management LLC, which was established in 1998 as a private equity
manager for an offshore philanthropic foundation established by J.
Torben Karlshoej, the late founder of Teekay Shipping Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Compass Group Diversified Holdings LLC.  The
outlook is stable.  At the same time, S&P assigned bank loan and
recovery ratings to Compass's $200 million first-lien term loan
due 2013.  The loan is rated 'BB-' with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.


COUNTRYWIDE FINANCIAL: Denies Rumors of Looming Bankruptcy Filing
-----------------------------------------------------------------
Countrywide Financial Corp. denied speculations that it might seek
bankruptcy protection after its shares dropped 28% to close at
$5.59, reports say.

"There is no substance to the rumor that Countrywide is planning
to file for bankruptcy, and we are not aware of any basis for the
rumor that any of the major rating agencies are contemplating
negative action relative to the company," Countrywide said in a
statement cited by Reuters.

Separately, Countrywide is said to have fabricated documents
related to a Chapter 13 bankruptcy case filed by Sharon Diane Hill
in Monroeville, Pa., Gretchen Morgenson of The New York Times
relates, citing court records.

The documents, NY Times says, are letters from Countrywide
addressed to Ms. Hill, claiming that she (as a homeowner)
owed the company $4,700 because of discrepancies in escrow
deductions.

Countrywide argued that the letters are "recreated," prompting
federal bankruptcy judge overseeing the case, Thomas P. Agresti,
to call for a discovery in the case.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/--  is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

November last year, Countrywide modified its funding structure by
reducing its reliance on the public debt and non-agency secondary
mortgage markets after credit rating agencies downgraded the
company's debt ratings due to current market conditions and
constrained liquidity.

The company also disclosed that its mortgage loan fundings for the
month of October 2007 totaled $22 billion, a 48% decline from
October 2006.

For the third quarter ended Sept. 30, 2007, Countrywide reported a
net loss of $1.2 billion, compared to net income of $648 million
for the third quarter of 2006.

Countrywide said it will report its 2007 Fourth Quarter and Year-
End Earnings on Jan. 29, 2008.


CREDIT SUISSE: Fitch Downgrades Ratings on Four Classes to 'B'
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Suisse
First Boston Home Equity Asset Trust 2007-3.  Affirmations total
$171.3 million and downgrades total $330.3 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

CSFB HEAT 2007-3
  -- $201.3 million class 1-A-1 downgraded to 'AA-' from 'AAA'
     (BL: 37.66, LCR: 1.98);

  -- $104.7 million class 2-A-1 affirmed at 'AAA'
     (BL: 58.77, LCR: 3.09);

  -- $30.9 million class 2-A-2 affirmed at 'AAA'
     (BL: 46.93, LCR: 2.47);

  -- $35.6 million class 2-A-3 affirmed at 'AAA'
     (BL: 42.51, LCR: 2.24);

  -- $14.7 million class 2-A-4 downgraded to 'AA-' from 'AAA'
     (BL: 37.85, LCR: 1.99);

  -- $22.5 million class M-1 downgraded to 'AA-' from 'AA+'
     (BL: 33.44, LCR: 1.76);

  -- $20.6 million class M-2 downgraded to 'A' from 'AA+'
     (BL: 29.52, LCR: 1.55);

  -- $11.8 million class M-3 downgraded to 'A-' from 'AA'
     (BL: 27.21, LCR: 1.43);

  -- $10.7 million class M-4 downgraded to 'BBB+' from 'AA'
     (BL: 25.06, LCR: 1.32);

  -- $9.9 million class M-5 downgraded to 'BBB' from 'AA-'
     (BL: 23.04, LCR: 1.21);

  -- $9.3 million class M-6 downgraded to 'BBB-' from 'A+'
     (BL: 21.08, LCR: 1.11);

  -- $8.8 million class M-7 downgraded to 'BB' from 'A'
     (BL: 19.01, LCR: 1.00);

  -- $6.8 million class M-8 downgraded to 'B' from 'A-'
     (BL: 17.43, LCR: 0.92);

  -- $7.7 million class M-9 downgraded to 'B' from 'BBB+'
     (BL: 15.77, LCR: 0.83);

  -- $5.7 million class B-1 downgraded to 'B' from 'BBB'
     (BL: 14.81, LCR: 0.78);

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 9.84%;
  -- Realized Losses to date (% of Original Balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 19.02%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.14%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


CREDIT SUISSE: Moody's Holds Ba1 Rating on $18.6 Mil. Certs.
------------------------------------------------------------
Moody's Investors Service upgraded these ratings of two classes
and affirmed these ratings of two classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2005-TFL2:

  -- Class J, $5,604,463, Floating, upgraded to Aaa from A3
  -- Class A-X-1, Notional, affirmed at Aaa
  -- Class K, $14,500,000, Floating, upgraded to Aa3 from Baa2
  -- Class L, $18,600,000, Floating, affirmed at Ba1

As of the Dec. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 95.9%
to $38.7 million from $948.1 million at securitization as a result
of the payoff of fourteen loans initially in the pool.  There is
one adjustable rate loan remaining, the senior participation
interest in the Castleton Office Park Portfolio Loan ($38.7
million), a 1.0 million square foot office park comprised of 33
separate buildings located in Castleton, Indiana.  Since
securitization, two buildings containing 78,219 square feet and
with a weighted average occupancy rate of 68.3%, were released
from the mortgage lien.  Release premiums equaled 115% of the
allocated loan balance.  The loan matured in July, 2007 at which
time the borrower exercised the first of three one-year extension
options.  The loan sponsor is Brookfield Asset Management, Inc.
(Moody's senior unsecured rating Baa2, stable outlook).

Portfolio occupancy, as of October 2007, was 82.5%, compared to
77.9% at securitization.  Moody's loan to value ratio is 72.2%,
compared to 66.1% at securitization.  Moody's current shadow
rating is Ba1, compared to Baa3 at securitization.  Moody's is
upgrading Classes J and K due to improved credit support resulting
from loan payoffs.


CRII LLC: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C.R.I.I., L.L.C.
        P.O. Box 10940
        Glendale, AZ 85318

Bankruptcy Case No.: 08-00135

Chapter 11 Petition Date: January 7, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

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

Total Assets: $25,000,081

Total Debts:  $19,052,507

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lissberger Enterprises         Loan                  $6,130,000
P.O. Box 1423
Santa Rosa, CA 95402

Markham Contracting            Trade Debt            $1,000,000
22820 North 19th Avenue
Phoenix, AZ 85027-1312

Allen D. Jenkins & Associates  Loan                  $150,000
5417 West Ironwood Drive
Glendale, AZ 85302

Ronald McClure                 Loan                  $150,000
2155 West Williams Drive
Phoenix, AZ 85027

Aatro Civil Engineering &      Trade Debt            $15,507
Development, Inc.

Yavapai County Treasurer's     Property Taxes and    $7,000
Office                         Assessments

Guaranty Title Agency          Contingent Claim      Unknown


D&E COMMS: Earns $3.7 Million in Third Quarter Ended Sept. 30
-------------------------------------------------------------
D&E Communications, Inc. disclosed results of its operations for
the third quarter ended Sept. 30, 2007.

For the third quarter of 2007, the company reported net income
of $3.7 million, compared to a net income of $731,000 for the same
period in 2006.  D&E disclosed total operating revenues of
$38.2 million for the third quarter of 2007, compared to
$40.6 million in the third quarter of 2006.  Operating income for
the third quarter of 2007 was $8.5 million compared to operating
income of $6.2 million in the third quarter of 2006.

The third quarter 2007 results were affected by a decrease in
depreciation expense in the Wireline segment of $1.8 million
primarily due to revisions in the estimated useful lives of
certain fixed assets to update composite depreciation rates for
regulated telephone property and certain fixed assets becoming
fully depreciated in June 2007.  The third quarter 2006 results
were affected by the loss on early extinguishment of debt of $1.1
million and a loss from discontinued operations of $900,000.  Net
income before these items was $2.6 million for the third quarter
of 2007, compared to $2.2 million for the third quarter of 2006.

The revenue decrease of $2.4 million was primarily the result of a
decline in directory revenue of $3.2 million, due to the terms of
a directory contract which became effective in the fourth quarter
of 2006 and which covers three of the four directories that D&E
publish.  Directory expenses decreased $3.0 million as a result of
this contract, under which the responsibility for publication and
distribution of the directory and the related financial risks
became the responsibility of the publisher.  As a result, its
directory revenue, as the new directories that are covered by this
contract are published, will only be the annual fee paid to the
company for access to D&E's customers.

Net income for the nine months ended Sept. 30, 2007 was
$8.7 million, as compared to $3.3 million for the same period in
2006.  For the nine months ended Sept. 30, 2007, the company
reported total operating revenue of $113.8 million, compared to
$122.3 million in the same period last year.  Included in the 2007
results were a gain of $0.6 million from life insurance proceeds
and a decrease in depreciation expense in the Wireline segment of
$1.8 million.  Included in the 2006 results were a loss on early
extinguishment of debt of $1.1 million, a customer relationships
intangible asset impairment loss recognized in continuing
operations of $1.9 million and a loss from discontinued operations
of $1.2 million.  Net income before these items was $6.9 million
for the nine months ended Sept. 30, 2007, compared to $6.2 million
for the nine months ended Sept. 30, 2006.

"I am pleased with the progress that we are making in growing our
broadband connections, the number of subscribers in our CLEC
markets and in the improving financial performance of our Systems
Integration segment," James W. Morozzi, President and CEO of D&E
Communications, said.  "During the third quarter, we increased the
number of DSL/High-speed Internet subscribers by 2,704.  We also
increased the percentage of CLEC customers that are serviced
entirely on our own network to 33.2%.  We were able to reduce the
Systems Integration operating loss by 50% during this quarter
compared to the third quarter of last year.  By continuing to
focus on these objectives and by controlling our operating
expenses, we have been able to improve our financial performance."

At Sept. 30, 2007, the company's balance sheet total assets of
$502.6 million and total liabilities of $314.1 million, resulting
in a stockholders' of equity of $188.4 million.  Equity, at
Dec. 31, 2006, was $185.5 million.

                     About D&E Communications

Based in Lancaster County, Pennsylvania, D&E Communications Inc.
(NASDAQ: DECC) -- http://www.decommunications.com/-- is an
integrated communications provider offering high-speed data,
Internet access, local and long distance telephone, voice and data
networking, network management and security, and video services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised the outlook on Ephrata,
Pennsylvania-based D&E Communications Inc. to stable from
negative, and affirmed its ratings, including the 'BB-' corporate
credit rating.  Total debt as of Sept. 30, 2007, was about
$200 million.


D&E COMMS: Changes in Capital Structure Cues Moody's Rating Cut
---------------------------------------------------------------
Moody's Investors Service has affirmed D&E Communications Inc.'s
Ba3 corporate family rating and upgraded the Company's speculative
grade liquidity rating to SGL-2, from SGL-3.  As part of the
rating action, Moody's downgraded D&E's senior secured credit
facilities to Ba3, from Ba2, reflecting changes in the capital
structure since the last rating action in September 2006.  The
outlook is stable.

Moody's has taken these rating actions:

Issuer: D&E Communications, Inc.

  -- Corporate Family Rating: Affirmed Ba3

  -- Probability of Default Rating: Affirmed, B1

  -- Senior Secured R/C Due 2011: Downgraded to Ba3, LGD2,
     29%, from Ba2

  -- Senior Secured TL A Due 2011: Downgraded to Ba3, LGD2,
     29%, from Ba2

  -- Senior Secured TL B Due 2011: Downgraded to Ba3, LGD2,
     29%, from Ba2

  -- Speculative Grade Liquidity Rating: Upgraded to SGL-2,
     from SGL-3

  -- Outlook: Stable

D&E' Ba3 corporate family rating reflects its high financial risk
and the expected downward pressure on the Company's core wireline
revenue and cash flow growth in the future due to increasing
competition.  The rating incorporates the Company's lack of scale
and its modest free cash flow generation as a result of dividend
payments and relatively high capital expenditures.

The rating is supported by D&E's low leverage (debt-to-EBITDA)
relative to its peers and the Company's good plant with very high
DSL addressability.

Moody's upgraded D&E's liquidity rating to SGL-2, reflecting the
Company's "good" liquidity, consisting of $11 million of cash on
hand, $25 million revolving credit facility that was undrawn as of
9/30/2007, and modest free cash flow of about $5 million for the
LTM 3Q 2008 period.  D&E's SGL-2 liquidity rating benefits from
its modest yet stable free cash flow generation and the absence of
any material near-term debt maturities.

In accordance with its Loss Given Default Methodology, Moody's
downgraded D&E's senior secured credit facilities including a
revolver, Term Loan A and Term Loan B, all to Ba3, from Ba2,
reflecting changes in the Company's capital structure.  The
downgrades primarily reflect reduced junior capital cushion due to
lower unfunded pension obligations, which Moody's considers senior
unsecured obligations of the Company in the event of a potential
default.

D&E, based in Ephrata, Pennsylvania, provides wireline
telecommunications services to customers in central and eastern
Pennsylvania through its Rural Local Exchange Carrier operations
and also operates as a Competitive Local Exchange Carrier in
"edge-out" territories.  The Company generated $154 million in
revenue in the LTM 3Q 2007 period and as of 3Q 2007, it had nearly
172,000 access lines in service.


DANA HOLDING: Moody's Attaches Prospective Low-B Ratings
--------------------------------------------------------
Moody's Investors Service assigned prospective ratings to the
reorganized Dana Holding Corporation -- Corporate Family, (P)B1;
Probability of Default rating, (P)B1; senior secured credit
facilities, (P)Ba3, and Speculative Grade Liquidity Rating, SGL-2.
The outlook is stable.  In assigning prospective ratings, Moody's
notes that Dana continues to pursue a planned emergence from
Chapter 11 protection during January 2008, but that the
effectiveness of the new debt facilities remains subject to final
court approval.  Absent any significant changes in the company's
reorganization plan or capital structure, Moody's will confirm the
ratings and remove the prospective designation upon completion of
the emergence from bankruptcy.

The (P)B1 Corporate Family rating reflects expectations that Dana
will emerge from bankruptcy protection with a moderately leveraged
capital structure that will be more readily serviced with the
earnings and cash flows generated by its restructured operations.
During the reorganization process Dana negotiated long term
customer pricing increases that will eliminate significant losses
that the company had been incurring on portions of its business.
At the same time, the company was able to achieve important labor
and wage savings, including the elimination of post retirement
benefits, the freezing of pensions, and other labor contract
savings that will make the company more cost competitive going
forward.  The company has also begun to implement manufacturing
footprint improvements utilizing lower cost production facilities;
and other SG&A cost reductions that should enhance overall margins
beginning in 2008.  However, the full effect of some of these
initiatives will only be achieved with the passage of time.  Given
the weakening economic outlook, Moody's believes that Dana's
automotive and heavy duty truck end markets will remain under
significant pressure during 2008, which could constrain the
company's ability to fully achieve anticipated operating
improvements.  Nevertheless, Moody's believes that Dana should
sustain strong single digit EBITDAR margins and debt service
metrics that are consistent with the B1 rating.

Dana has entered into an agreement with Centerbridge Partners,
L.P. and certain of Dana Corporation's existing bondholders (the
Preferred Equity Investors), whereby the Preferred Equity
Investors would provide an investment of $790 million of preferred
equity to the reorganized Dana.  The Exit Facilities combined with
the preferred equity investment and certain cash on hand will be
used to repay Dana's existing debtor-in-possession facilities,
make one-time contributions to union and non-union "voluntary
employee benefit associations", retire remaining Dana Credit
Corporation liabilities, and pay transaction related fees,
expenses, settlements and convenience class claims.  The company
expects to emerge from Chapter 11 on or about Jan. 31, 2008.

The stable outlook reflects the adequacy of Dana's credit metrics
within the assigned ratings combined with the expected good level
of liquidity over the near term.  The company's diverse platform
mix and broad geographic revenue base should help to mitigate
production pressures in North America.

EBIT/interest coverage is expected to approximate 2.2x and
debt/EBITDA would approximate 3.2x at year-end 2008. In addition,
Dana is expected to be free cash flow positive in 2008 after
restructuring expenses and dividends.

Dana is expected to have good liquidity upon emergence with
satisfactory borrowing base availability under its new
$650 million asset based revolving credit facility, after about
$200 million of letters of credit.  Cash balances of approximately
$900 million - $1 billion should be more than sufficient to absorb
negative quarterly cash flow swings.  Dana is expected to be free
cash flow positive for 2008.  Covenants under the term loan are
expected to be set with sufficient cushions over the near-term.
Alternative liquidity is limited as all of the company's domestic
assets and 66% of the non-domestic subsidiaries secure the
revolving credit and term-loan.

Assigned Ratings:

  -- (P)B1, Corporate Family Rating;

  -- (P)B1, Probability of Default Rating;

  -- (P)Ba3 (LGD3, 35%) rating for the $650 million senior
     secured asset based revolving credit facility;

  -- (P)Ba3 (LGD3, 35%) rating for the $1.350 billion senior
     secured term loan;

  -- Speculative Grade Liquidity Rating, SGL-2.

Future events that have potential to drive Dana's outlook or
ratings higher include operating performance improvements that
result in EBIT/Interest coverage sustained at 2.2x, or in leverage
being reduced to 3.0x.

Future events that have potential to drive Dana outlook or ratings
lower include production volume declines at the company's OEM
customers, material increases in raw materials costs that cannot
be passed on to customers or mitigated by restructuring efforts,
or deteriorating liquidity.

Consideration for a lower outlook or rating could arise if any
combination of these factors were to increase leverage over 5.0x,
or result in EBIT/Interest coverage below 1.8x times.

Dana is a world leader in the supply of axles; driveshafts; and
structural, sealing, and thermal management products; as well as
replacement parts.  The company's customer base includes virtually
every major vehicle manufacturer in the global automotive,
commercial vehicle, and off-highway markets, which collectively
produce more than 65 million vehicles annually.   The company
employs approximately 35,000 people in 26 countries.  Dana filed
for Chapter 11 in March 2006 as a result of a combination of
factors, including the market share decline of the company's
largest customers, pricing pressures, high unrecovered commodity
and energy cost, and tightening trade credit.


DANA HOLDING: S&P Expects Negative Outlook After Chapter 11 Exit
----------------------------------------------------------------
Standard & Poor's Ratings Services expects to assign its 'BB-'
corporate credit rating to Toledo, Ohio-based Dana Holding Corp.
when the company emerges from Chapter 11, which is expected to
occur before Feb. 28, 2008.  S&P expects to assign a negative
outlook.

"The expected ratings are based on the exit financing, capital
structure, and other terms and conditions proposed under Dana's
plan of reorganization filed with the bankruptcy court and are
subject to the company's substantially consummating the plan at
emergence," said Standard & Poor's credit analyst Nancy C. Messer.
"Any material changes in the final plan of reorganization or
significant delays in the emergence process could result in
different ratings."

At the time of exit, Standard & Poor's expects to assign Dana's
proposed $650 million asset-based loan revolving credit facility
due 2013 a 'BB+' rating (two notches higher than the corporate
credit rating) with a recovery rating of '1', indicating an
expectation of very high (90%-100%) recovery in the event of a
payment default.

In addition, S&P expects to assign a 'BB' bank loan rating to
Dana's proposed $1.35 billion senior secured term loan (one notch
above the corporate credit rating) with a recovery rating of '2',
indicating an expectation of average (70%-90%) recovery.

S&P's expected ratings are based on preliminary terms and
conditions.  The expected bank loan ratings assume that other
conditions precedent to the bank facility becoming effective are
satisfied or waived; the ratings are subject to review once final
documentation is received.  In addition, the ratings
assume successful placement and/or syndication of the loans as
represented to us. Any changes to the loans during the marketing
period may result in different ratings.  The $2 billion secured
financing is conditional on Dana's emergence from bankruptcy by
Feb. 28, 2008.


DAVID MONTGOMERY: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: David Mason Montgomery
        3822 Azure Lane
        Addison, TX 75001

Bankruptcy Case No.: 07-36436

Chapter 11 Petition Date: December 31, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Rakhee V. Patel, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue
                  Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo Bank, N.A.           Line of Credit         $41,863
P.O. Box 54780
Los Angeles, CA 90054-0780

The Law Offices of               Legal Fees             $38,000
Thomas E. Shaw, P.C.
9304 Forest Lane, Suite 252
North Building
Dallas, TX 75243-6238

Bank of America                  Credit Card            $23,514
P.O. Box 15726
Wilmington, DE 19886-5726

Chase Card Services              Credit Card            $13,512

Sears Credit Cards               Credit Card            $11,197

AT&T Universal Card/Citibank     Credit Card             $6,383

Discover Card                    Credit Card             $5,977

WFNNB-Fina                       Credit Card             $1,622

Walmart                          Credit Card             $1,369

Shell Card Center                Credit Card             $1,300

Credit First National            Credit Card             $1,085
Association/Firestone

Best Buy Co., Inc.               Credit Card             $1,007

Macy's                           Credit Card               $533


DELPHI CORP: Court Rejects Intermet's Demand for Claims Payment
---------------------------------------------------------------
The Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York denies Intermet Corp.'s request for
$417,200 administrative claim payment.

The Court finds that pursuant to a 2007 settlement agreement
between Intermet Corp. and the Debtors, Intermet released all
claims and rights related to the parties' Dec. 12, 2003
prepetition rebate agreement, and thereby released its right to
recover its $417,200 Administrative Claim.

"Intermet has failed, in any event, to establish that it is
entitled to administrative expense priority under the Bankruptcy
Code," Judge Drain relates.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, emphasizes that Intermet's
purported administrative claim arose at the time:

   (1) the parties entered into the Prepetition Agreement; and

   (2) Intermet gave the Debtors consideration in the form of
       advanced rebate.

The Debtors' failure to meet minimum purchase obligations was
clearly contemplated under the Prepetition Agreement, Mr. Butler
points out.  Intermet's request for a refund, therefore, cannot
form the basis of an administrative expense claim.

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
March 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. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Deloitte Resolves Securities Fraud Claims for $38MM
----------------------------------------------------------------
An agreement in principle has been reached with Delphi Corp.'s
former outside auditor, Deloitte & Touche LLP, to settle claims
against the auditing firm for $38,250,000 in cash.

The announcement of the agreement was made by the law firms of
Grant & Eisenhofer P.A., Bernstein Litowitz Berger & Grossmann
LLP, Schiffrin Barroway Topaz & Kessler, LLP, and Nix, Patterson
& Roach, LLP, who are court-appointed co-lead counsel for the
Lead Plaintiffs in the securities class action litigation
involving Delphi, the U.S. auto parts maker now in Chapter 11
bankruptcy proceedings.

The case arises out of alleged accounting improprieties at
Delphi that forced the Company, on June 30, 2005, to restate its
financial results for all fiscal periods dating back to 1999 and
to reverse hundreds of millions of dollars in reported earnings
during those periods.

Lead Plaintiffs

     -- Teachers' Retirement System of Oklahoma,
     -- Public Employees' Retirement System of Mississippi,
     -- Raiffeisen Kapitalanlage Gesellschaft m.b.H., and
     -- Stichting Pensioenfonds ABP

were appointed by a federal court in June 2005 to represent a
proposed class of investors who acquired Delphi securities
between March 7, 2000 and March 3, 2005.

The Complaint filed by those institutional Lead Plaintiffs
asserted claims under the federal securities laws against
Delphi, Deloitte, who was Delphi's outside auditor during the
Class Period, certain officers and directors of Delphi, the
banks that underwrote Delphi's offerings of securities, and
certain other entities.

The Honorable Gerald E. Rosen, the federal judge in the Eastern
District of Michigan before whom the case is pending, appointed a
retired federal judge, Layn R. Phillips, to serve as a Special
Master to conduct settlement discussions.  Following an extensive
mediation conducted by Judge Phillips, Deloitte and Lead
Plaintiffs reached an agreement whereby Deloitte will pay to the
Class $38,250,000 to settle all claims asserted against Deloitte
in the action.

The settlement is one of the larger settlements obtained from an
accounting firm to settle claims of securities fraud.  The
settlement is conditioned on approval by Judge Rosen, who will
pass on the settlement after the members of the Class are given
appropriate notice of the settlement and an opportunity to be
heard.

This settlement follows an earlier settlement in the case, also
arising out of a mediation conducted by Judge Phillips, whereby
Lead Plaintiffs obtained a settlement potentially worth at least
$284 million from Delphi and its insurance carriers and its
former banks to resolve all claims against Delphi and certain
other defendants. That settlement is contingent upon final
approval by Judge Rosen as well as approval of Delphi's plan of
reorganization in Delphi's Chapter 11 proceeding.

For more information about this settlement, please contact co-
lead counsel for Lead Plaintiffs:

         Stuart Grant, Esq.
         Grant & Eisenhofer P.A.
         1201 North Market Street Wilmington, DE 19801
         Telephone (302) 622-7000

         Bradley E. Beckworth, Esq.
         Nix, Patterson & Roach, LLP
         205 Linda Drive Daingerfield, Texas 75638
         Telephone (903) 645-7333

         John "Sean" P. Coffey, Esq.
         Bernstein Litowitz Berger & Grossmann LLP
         1285 Avenue of the Americas New York, New York 10019
         Telephone (212) 554-1400

         Michael Yarnoff, Esq.
         Schiffrin Barroway Topaz & Kessler, LLP
         280 King of Prussia Road Radnor, PA 19087
         Telephone (610) 667-7706

         Allan Ripp
         Grant & Eisenhofer, P.A.
         Telephone (212) 262-7477

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
March 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. 104; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Plans To Reduce $6.8 Billion Exit Financing
--------------------------------------------------------
Delphi Corp. and its debtor-affiliates relayed, in a regulatory
filing with the U.S. Securities and Exchange Commission, their
intent to reduce the amount of the $6.8 billion exit financing.

Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan notes that during the second half of 2007, Delphi
generated cash flow in excess of the amount projected in its
revised business plan, ending the year with more cash available
than set forth in its First Amended Joint Plan of Reorganization.

"As a result of a permanent improvement in liquidity, Delphi will
be reducing the amount of requested exit financing," Mr. Sheehan
relates.

Delphi did not disclose the amount of reduction.  As reported in
the Troubled Company Reporter on Nov. 19, 2007, the contemplated
exit financing comprised of:

   * a $1.6 billion senior secured first lien asset-based
     revolving credit facility;

   * a $3.7 billion senior secured first-lien term facility; and

   * a $1.5 billion senior secured second-lien term facility,
     of which up to $750 million will be in the form of a note
     issued to General Motors Corp. in connection with the
     distributions contemplated under the First Amended Joint
     Plan of Reorganization.

Delphi was expected to launch for syndication its proposed exit
financing on January 8, market sources told Reuters Loan Pricing
Corp.

                      About Delphi Corp.

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
March 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. 105; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Committees Wants Participation in Exit Loan Process
----------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to permit members of
the Official Committee of Unsecured Creditors and the Official
Committee of Equity Security Holders to participate in the
syndication of the Debtors' Exit Financing.

As reported in the Troubled Company Reporter on Nov. 19, 2007, the
Debtors disclosed that they are in the process of arranging for
exit financing, comprised of:

   * a $1.6 billion senior secured first lien asset-based
     revolving credit facility;

   * a $3.7 billion senior secured first-lien term facility; and

   * a $1.5 billion senior secured second-lien term facility, of
     which up to $750 million will be in the form of a note issued
     to General Motors Corp. in connection with the distributions
     contemplated under the First Amended Joint Plan of
     Reorganization.

The Court has authorized JPMorgan Securities Inc., JPMorgan Chase
Bank, N.A., and Citigroup Global Markets Inc., to assemble a
syndicate of lenders to provide the exit financing arrangements.

At this stage of their bankruptcy cases, other than achieving the
necessary votes on their proposed Plan, the chief remaining step
that the Debtors must take before emerging from Chapter 11 is to
obtain exit financing in what is a very turbulent financing
marketplace, according to John Wm. Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois.

The Debtors believe that they and the Exit Lenders should
continue their aggressive pursuit of exit financing from a number
of sources, including certain members of the Statutory
Committees.

Mr. Butler points out that the Court-approved Disclosure
Statement, which contains approximately 3,000 pages of financial
and other information about the Debtors, is in the hands of all
parties-in-interest and is readily available in the public
domain.  "The amount and nature of current financial and other
information available to Statutory Committee members and to those
who have not previously been privy to material nonpublic
information during the cases is now largely the same as a result
of the distribution of this disclosure to the public," he says.

With the Disclosure Statement now in the public domain, the
Debtors aver that there will not be any conflict if Statutory
Committee members were to participate in the syndication of the
Exit Financing.  "Nor is there any reason why a Statutory
Committee member should required to resign from either of the
Statutory Committees on account of participation in the Exit
Financing Syndication," Mr. Butler asserts.

The Debtors propose that the Court require any Statutory
Committee member who intends to participate in the Exit Financing
Syndication to, in advance of its participation, make written
disclosure of its intention to the Debtors, counsel to each of
the Statutory Committees, and the U.S. Trustee.

                      About Delphi Corp.

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
March 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. 105; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA FIN'L: Seeks Mar. 18 Deadline to File Schedules & Statements
------------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend for
an additional 60 days, until March 18, 2008, their deadline to
file schedules of assets and liabilities, schedules of current
income and expenditures, schedules of executory contracts and
unexpired leases, and statements of financial affairs.

Pursuant to Rules 1007(b) and (c) of the Federal Rules of
Bankruptcy Procedure, a chapter 11 debtor must file with its
voluntary petition, or within 15 days thereafter if the petition
is accompanied by a creditor list, the Schedules and Statements.
Pursuant to Rule 1007-1 (b) of the Local Rules of Practice and
Procedure for the United States Bankruptcy Court for the District
of Delaware, the deadline for filing the Schedules and Statements
automatically is extended for an additional 15 days if the debtor
has more than 200 creditors and if the petition is accompanied by
a creditor list.  Because the Debtors filed the creditor list on
the Petition Date and have more than 200 creditors, Bankruptcy
Rule 1007(c) and Local Rule 1007-l(b) require the Debtors to file
their Schedules and Statements within 30 days after the Petition
Date.

The Debtors explain that due to the complex nature of their
business, limited staff on hand to review internal documents
relating to their businesses and affairs, and the pressing matter
incident to the commencement of the chapter 11 cases, the 30-day
period to file the Schedules and Statements will not be
sufficient.

James Carignan, Esq., at Pepper Hamilton, LLP in Wilmington,
Delaware, asserts that the Debtors' business operations
necessitate the upkeep of voluminous books and records and
complex accounting systems.  Mr. Carignan further explains that
due to the size, intricacy, and complexity of the Debtors'
business operations and the number of creditors involved, the
compilation of information required to complete the schedules and
statements are not yet through.

The Debtors will work with the Office of the United States
Trustee and any subsequently-appointed creditors' committee to
make available sufficient financial data and creditor information
to permit at least an initial meeting under Section 341 of the
Bankruptcy Code to be held timely.

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


DELTA FIN'L: Taps Morrison & Foerster as General Bankr. Counsel
---------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ Morrison & Foerster LLP as their general bankruptcy
counsel, nunc pro tunc to Dec. 17, 2007.

As the Debtor's general bankruptcy counsel, Morrison & Foerster
is expected to:

   * advise the Debtors of their rights, powers and duties as
     debtors and debtors-in-possession;

* take all necessary action to protect and preserve the
  Debtors' estates, including the prosecution of actions on
  the Debtors' behalf, the defense of any actions commenced
  against the Debtors, the negotiation of disputes in which
  the Debtors are involved, and the preparation of objections
  to claims filed against the Debtors' estates;

   * prepare, in the Debtors' behalf, all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the Debtors' estates;

   * attend meetings and negotiate with the representatives of
     creditors and other parties in interest;

   * advise the Debtors in connection with any potential sale of
     assets;

   * represent the Debtors in connection with obtaining
     postpetition financing; and

   * commence and prosecute such lawsuits as may be necessary or
     appropriate to maximize the Debtors' estates, including in
     state or federal court or before this Court.

According to Marc E. Miller, Executive Vice President and general
counsel of Delta Financial Corporation, Morrison & Foerster has
represented the Debtors in a number of general business matters
since 2003, and is therefore familiar with the Debtors'
businesses.  The firm also has extensive experience and knowledge
in the fields of debtors' and creditors' rights, business
reorganizations and liquidations under Chapter 11 of the
Bankruptcy Code.

Mr. Miller relates that Morrison & Foerster will be paid its
customary hourly rates for services rendered to the Debtors:

   Professional             Hourly Rate
   ------------             -----------
   Partners                 $545 to $850
   Of Counsel               $520 to $695
   Associates               $270 to $540
   Paraprofessionals        $125 to $255

Eight professionals are presently expected to have primary
responsibility for providing services to the Debtors:

   Professional             Hourly Rate
   ------------             -----------
   Gary S. Lee                 $750
   Karen Ostad                 $750
   James R. Tanenbaum          $800
   Jason C. DiBattista         $550
   James J. DeCristofaro       $500
   Julie D. Dyas               $480
   David Capucilli             $450
   Justin G. Imperato          $370

The Debtors have also agreed to reimburse the firm, subject to
Court approval, for all actual out-of-pocket expenses incurred on
the Debtors' behalf.

During the one year preceding the Petition Date, Morrison &
Foerster received $469,204, for services rendered to the Debtors.

Gary S. Lee, a partner at Morrison & Foerster, assures the Court
that Morrison & Foerster is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


DELTA FIN'L: Selects Pepper Hamilton as Delaware Counsel
--------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pepper Hamilton as their Delaware counsel in connection
with the filing of their Chapter 11 petitions and the
prosecution of the cases, effective as of Dec. 17, 2007.

The Debtors are also seeking to employ Morrison & Foerster LLP
and its affiliated law practise entities as lead bankruptcy
counsel, Marc E. Miller, Executive Vice President and general
counsel of Delta Financial Corporation, relates to the Court.

Mr. Miller states that the Debtors have selected Pepper Hamilton
as their Delaware bankruptcy counsel due to, among other things:
(i) Pepper Hamilton's extensive experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code (ii)
Pepper Hamilton's expertise, experience and background in dealing
with the potential legal issues and problems that may arise in
the context of these chapter 11 cases and (iii) Pepper Hamilton's
expertise, experience, and knowledge in practicing before this
Court.

As the Debtors' Delaware counsel, Pepper Hamilton is expected to:

   * assist Morrison & Foerster and its affiliated law practice
     entities in representing the Debtors;

   * advise the Debtors and co-counsel with respect to their
     rights, powers and duties as debtors and debtors-in-
     possession in the continued management and operation of
     their businesses and properties;

   * attend meetings and negotiate with representatives of
     creditors and other parties-in-interest;

   * advise the Debtors and co-counsel on matters relating to the
     evaluation of the assumption, rejection or assignment of
     unexpired leases and executory contracts and the sale of
     their assets;

   * assist co-counsel in negotiating and preparing the Debtors'
     plans of reorganization, disclosure statements and all
     related agreements or documents and taking any necessary
     action on behalf of the Debtors to obtain confirmation of
     the plans; and

   * perform all other necessary legal services and providing all
     other necessary legal advice to the Debtors in connection
     with these chapter 11 cases to bring the Debtors' chapter 11
     cases to a conclusion.

Mr. Miller states that other than in connection with the filing
of the Debtors' Chapter 11 proceedings, Pepper Hamilton did not
receive any payments from the Debtors on account of services
rendered.

During the 90 days before the Petition Date, Pepper Hamilton
received a $200,000 pre-filing retainer and applied the retainer
to its prepetition invoices for approximately $25,000.  After
application of the retainer to Pepper Hamilton's prepetition
invoices, the balance is being held for application toward and
payment of postpetition fees and expenses allowed by the Court
which are still due and owing at the conclusion of the case.

Mr. Miller relates that Pepper Hamilton will be paid its
customary hourly rates for services rendered to the Debtors:

   Professional             Hourly Rate
   ------------             -----------
   Partners                 $450 to $695
   Associates               $240 to $345
   Legal Assistants         $175 to $205

David B. Stratton, a partner at Pepper Hamilton, assures the
Court that the firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


DELTA FINANCIAL: Wants FTI Consulting as Financial Advisor
----------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates seek the
U.S. Bankruptcy Court for the District of Delaware's
authority to employ FTI Consulting as their financial advisor
in connection with the commencement and prosecution of their
Chapter 11 cases and all related matters, effective as of
Dec. 17, 2007.

The Debtors need FTI to assist in preparation of cash flow
projections, review on-going disbursements, assist with
negotiations with stakeholder and creditor constituencies and to
assist management as required.  Since the firm was approached by
the Debtors on November 15, 2007, FTI has developed a great deal
of institutional knowledge regarding the Debtors' operations,
finance and systems, Marc E. Miller, Executive Vice President and
general counsel of Delta Financial Corporation, relates to the
Court.

In addition, FTI was engaged separately in May 2007 to provide
litigation support services to the Debtors and their counsel in
certain matters.

As the Debtor's financial advisor, FTI is expected to provide:

* assistance in the preparation of financial related
   disclosures required by the Court, including the Schedules
   of Assets and Liabilities, the Statement of Financial
   Affairs and Monthly Operating Reports;

* assistance with information and analyses required pursuant
  to the Debtors' use of cash collateral including, but not
  limited to, preparation for hearings regarding the use of
  cash collateral, if necessary;

* assistance and advice with respect to the identification of
  core business assets, valuation and monetization of the
  assets, as well as the identification and monetization of
  miscellaneous assets;

* assistance with the identification, review and evaluation of
  possible strategic alternatives, liquidity alternatives and
     transactions;

   * assistance with the identification of executory contracts
     and leases and performance of cost or benefit evaluations
     with respect to the affirmation or rejection of each; and

   * litigation advisory services with respect to accounting and
     tax matters, along with expert witness testimony, if
     necessary, on case related issues as required by the
     Debtors.

Mr. Miller states that FTI will be paid its customary hourly
rates for services rendered to the Debtors:

   Professional                           Hourly Rate
   ------------                           -----------
   Senior Managing Director               $615 to $715
   Directors and managing Directors       $435 to $620
   Associates and Consultants             $215 to $420
   Administration and Paraprofessionals    $95 to $180

FTI should be employed under a general retainer because of the
variety and complexity of the services that will be required
during these proceedings.  This retainer, which is estimated to
be $197,000, will not be segregated by FTI in a separate account
and will be held until the end of the case and applied to FTI's
finally approved fees in these proceedings.

Timothy J. Dragelin, Senior Managing Director of FTI Consulting,
assures the Court that FTI is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


DIVERSIFIED ASSET: Moody's Cuts Ca Rating on $18.5MM Notes to C
---------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade this note issued by Diversified Asset
Securitization Holdings III, L.P.:

Class Description: $30,000,000 Class A-3L Floating Rate Notes Due
July 2036

  -- Prior Rating: Baa3
  -- Current Rating: B1, on review for possible downgrade

In addition Moody's also announced that it has downgraded this
note:

Class Description: $18,500,000 Class B-1L Floating Rate Notes due
July 2036

  -- Prior Rating: Ca
  -- Current Rating: C

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.


DOMTAR INC: Completes Offers to Purchase CDN$ Denominated Notes
---------------------------------------------------------------
Domtar Inc., a subsidiary of Domtar Corporation, has completed its
Offers to purchase for cash any and all of its outstanding
Canadian dollar denominated 10% Debentures due 2011 and 10.85%
Debentures due 2017.

The depositary, Computershare Investor Services Inc., has advised
Domtar Inc. that a final total of:

   -- CDN$79,810,000 aggregate principal amount of the
      10% Debentures representing approximately 97.33% of those
      outstanding, which amount includes CDN$79,795,000
      accepted for purchase and payment on Dec. 20, 2007; and

   -- CDN$74,387,000 aggregate principal amount of the 10.85%
      Debentures representing approximately 99.30% of those
      outstanding, which amount includes CDN$74,352,000
      accepted for purchase and payment on Dec. 20, 2007, were
      validly tendered pursuant to the Offers.

Domtar Inc. accepted for purchase and payment CDN$15,000 aggregate
principal amount of the 10% Debentures and CDN$35,000 aggregate
principal amount of the 10.85% Debentures.

The supplements to the respective Indentures governing the
Debentures reflecting the requested amendments thereto were
entered into on Dec. 20, 2007 after receipt of sufficient
consents.

                        About Domtar Inc.

Domtar Inc. (TSX/NYSE: DTC) is a wholly owned subsidiary of
Montreal, Quebec-based Domtar Corporation (NYSE:UFS) --
http://www.domtar.com/-- Domtar Corp is an integrated producer of
uncoated freesheet paper in North America and is also a
manufacturer of papergrade pulp. The company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication as well as technical and
specialty papers with recognized brands such as First Choice(R),
Domtar Microprint(R), Windsor Offset(R), Cougar(R) well as its
full line of environmentally and socially responsible papers,
Domtar EarthChoice(R).  Domtar also produces lumber and other
specialty and industrial wood products.  The company employs
nearly 14,000 people.

                          *     *     *

Moody's Investor Service placed Domtar Inc.'s senior unsecured
debt ratings at 'B2' in September 2006.  The rating still hold to
date.


ENERGY PARTNERS: Posts $4 Million Net Loss in 2007 Third Quarter
----------------------------------------------------------------
Energy Partners Ltd. reported a net loss of $4.0 million for the
third quarter of 2007 compared to a net loss of $25.2 million for
the third quarter of 2006.

The company said a large part of the net loss for the third
quarter of 2007 was attributed to $7.4 million of pre-tax, non-
cash costs associated with a property impairment at East Cameron
196, a small field located in the company's Western offshore area,
which is near the end of its economic life.  This non-cash cost
reduced net income on an after-tax basis by $4.9 million.  The
loss in the third quarter of 2006 was primarily attributed to
merger and acquisition related expenses.

Revenue for the third quarter of 2007 was $110.4 million, a 3%
increase over third quarter 2006 revenues of $107.5 million.
Discretionary cash flow, which is cash flow from operating
activities before changes in working capital and exploration
expense was $66.5 million, compared to discretionary cash flow of
$22.7 million reported in the third quarter last year.  Cash flow
from operating activities in the third quarter of 2007 was
62.5 million versus $10.5 million in the same quarter a year ago.

Compared to the same period a year ago, EPL benefited from record
high oil prices and strong natural gas prices during the third
quarter of 2007, as well as a significant decrease in general and
administrative expense and depreciation, depletion and
amortization expense.  These benefits were offset by an increase
in interest expense and lease operating expense.  The increase in
lease operating expenses to $19.0 million in the third quarter of
2007 from $15.2 million in the third quarter of 2006 was primarily
due to non-budgeted repair and workover costs totaling
$2.9 million.

Production for the third quarter of 2007 averaged 23,701 barrels
of oil equivalent per day, down from 25,421 Boe per day in the
third quarter of 2006.  The decrease in third quarter 2007
production volumes was due primarily to the sale of substantially
all of the company's onshore south Louisiana gas producing assets
which closed in late second quarter 2007.  Natural gas production
in the third quarter of 2007 averaged 92.6 million cubic feet per
day, compared to 104.0 Mmcf per day in the third quarter of 2006.
Oil production in the most recent quarter averaged 8,271 barrels
per day, a 2% rise from the average of 8,092 barrels per day in
the third quarter of 2006.

Oil price realizations for the third quarter of 2007 reached a
record high, averaging $70.89 per barrel, which was an 8% increase
from the prior record of $65.57 per barrel in the same period a
year ago.  Natural gas price realizations in the quarter averaged
$6.62 per thousand cubic feet, up from $6.12 per Mcf realized
during the third quarter of 2006.  The company, which discontinued
cash flow hedge accounting in the second quarter of 2007, recorded
a loss on its derivative instruments of $185,000 during the third
quarter.

For the nine months ended Sept. 30, 2007, net loss was
$6.5 million.  In the same period of 2006, net income was
$2.1 million.  Discretionary cash flow for the first three
quarters of 2007 totaled $208.2 million, compared with
$214.1 million in the same period a year ago.  Cash flow from
operating activities in the first nine months of 2007 was
$229.9 million, up 24% from $185.4 million in the same period of
2006.

For the first nine months of 2007, the company said capital
expenditures for exploration and development activities totaled
$267.5 million.  As of Sept. 30, 2007, the company had cash on
hand of $14.4 million, total debt of $489.5 million, and a net
debt to total capitalization ratio of 73%.  The company also had
$165.0 million of remaining capacity available under its bank
facility as of Sept. 30, 2007, which has a borrowing base of
$200.0 million.

Richard A. Bachmann commented, "We are pleased with our two most
recent drilling successes, and are excited about the three high
potential wells currently drilling.  We are also very pleased that
the development work on our first deepwater field is completed and
is still projected to be on line in early 2008.  In addition, we
are awaiting word from the MMS about the awarding of the remaining
leases on which we were the high bidder during the long-awaited
recent central Gulf lease sale."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
950.6 million in total assets, $778.1 million in total
liabilities, and $172.5 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $88.3 million in total current
assets available to pay $156.4 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?26d8

                      About Energy Partners

Headquartered in New Orleans, Louisiana, Energy Partners Ltd.
(NYSE: EPL) -- http://www.eplweb.com/-- is an independent oil and
natural gas exploration and production company.  Founded in 1998,
the company's operations are focused along the U. S. Gulf Coast,
both onshore in south Louisiana and offshore in the Gulf of
Mexico.

                          *     *     *

Energy Partners Ltd. holds to date Moody's Investors Services'
'B3' Corporate Family and Probability of Default Ratings, which
were placed on March 2007.


EUROFRESH INC: S&P Says Ratings Unmoved by Fin'l Advisor Hiring
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on EuroFresh Inc. (CCC/Negative/--) would not be
immediately affected by the company's announcement that it had
hired Imperial Capital LLC as its financial advisor to assist the
company in evaluating a potential restructuring transaction, debt
or equity financing, amendment to the company's existing credit
facility and other debt/obligations, and/or other strategic
alternatives.  Nevertheless, S&P remains
concerned about EuroFresh's very high leverage, its ability to
meet financial covenants absent another bank loan amendment, and
its potential to improve its very weak operating and financial
performance.

S&P will continue to monitor the situation and evaluate the effect
of any strategic alternatives, including any changes in capital
structure, when and if the company announces definitive plans and
more details become available.


FINLAY ENTERPRISES: Weak Performance Prompts S&P to Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Finlay Enterprises Inc., and its wholly owned
subsidiary, Finlay Fine Jewelry Corp., to 'B-' from 'B'.  At the
same time, Standard & Poor's lowered the senior unsecured rating
'CCC+' from 'B-', and removed all ratings from CreditWatch, where
they were placed with negative implications on Sept. 27, 2007.
The outlook is negative.

"The downgrade reflects the New York City-based company's weak
operating performance and concerns regarding the renewal of
department store leases and the company's limited history in
operating free-standing retail stores," said Standard & Poor's
credit analyst David Kuntz.


FIRST MAGNUS: Sells $5.25 Mil. Construction Loans at a Discount
---------------------------------------------------------------
First Magnus Financial Corporation auctioned off more than
$16,700,000 in construction loans for $5,250,000 in a hearing on
Jan. 4, 2008, according to report by the Arizona Daily Star.

Mesa Company Hughes Development, the winning bidder, will take
control of 39 loans made to luxury home-buyers in Phoenix and
Gold Canyon.

Prior to the hearing, certain borrowers of the loans filed with
the Court an objection to the proposed sale.  They were David
Mitwede, Stephen Leathers, Abbullah Kobaissi, Joe Martinez,
Lyndon Larson, Pedro Morales, Shirley Kamen, Gary Erfman, Steven
Palizzi, W. J. Sun, Merita Dobric, Abbi Gullickson, Greg Arnold,
James Parente, and  Sunny Wong.

"The borrowers' homes were left unfinished allegedly due to the
Debtor's breach of contracts," Steven J. Brown, Esq., at Steve
Brown & Associates, LLC, in Phoenix, Arizona, said on behalf of
the borrowers.

The borrowers filed the objection to "ensure that the buyer is
aware that the loans may be subject to the [borrowers'] personal
defenses and that any sale will not impact their affirmative
defenses and rights of set-off."

              Committee Proposes Additional Provision

Meanwhile, the Official Committee of Unsecured Creditors
criticized the Debtor's assertion in its proposed sale that the
construction loans are part of Washington Mutual Bank's loan
portfolio and that the bank has any liens or other interests that
would attach to the sale proceeds.

"Any proposed order approving the Debtor's request must provide
that any interests that attach to the sale proceeds only attach
with the same validity, priority, force and effect that the
interests attached to the construction loans," the Creditors
Committee stated in the document they filed with the Court.  It
argued that the interests should be subject to any rights, claims
and defenses that the Debtor may possess, including the right to
challenge whether WaMu has any interest at all in the loans and
the proceeds.

The Creditors Committee requested that the Court direct that any
sale order should include its proposed provision.

                        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.

The company 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 expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
is on Feb. 7, 2008.  (First Magnus Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FIRST MAGNUS: Submits Revised Second Amended Plan of Liquidation
----------------------------------------------------------------
Upon the recommendation of the Hon. James M. Marlar of the U.S.
Bankruptcy Court for the District of Arizona, First Magnus
Financial Corporation further revised its second amended plan of
liquidation and accompanying disclosure statement, both filed on
Dec. 5, 2007.

In the proposed revision, the Debtor (i) identified the
individuals who will be appointed as Litigation Trustee,
Liquidating Trustee and members of the Advisory Board; (ii)
modified the treatment of disputed claims; (iii) added another
provision reserving the right of the Debtor or any person to
examine claims or administrative expenses; and (iv) presented
recent developments in the company and its Chapter 11 case.

                   Advisory Board and Trustee

As previously reported, under the Plan, the liquidation and
distribution of estate assets for the benefit of creditors will
be implemented through the creation of a Liquidating Trust, a
Litigation Trust and a single Advisory Board to provide general
oversight over both trusts.

The proposed revisions, filed Jan. 2, 2008, provide that the
Advisory Board will be comprised of these three existing members
of the Official Committee of Unsecured Creditors selected by the
panel: (a) National Bank of Arizona, (b) Hilton & Meyers
Advertising Inc., and (c) Pyro Brand Development LLC.

Kenneth Goldstein will represent the National Bank of Arizona,
Doug Meyers for Hilton & Meyers, and John Beitter for Pyro Brand.

The proposed revisions also provide that the Advisory Board
should be consulted for all discretionary actions of the
Liquidating Trustee or the Litigation Trustee with respect to the
assets of the Liquidating or the Litigation Trusts.
Specifically, the Liquidating Trustee's or the Litigation
Trustee's decision will control if there is a disagreement
between the Trustees and the Advisory Board addresses:

    -- a sale transaction or a series of sale transactions to the
       same person, proposed to be undertaken by the Liquidating
       Trustee that involves consideration to or for the
       Liquidating Trust of less than $500,000;

    -- the Liquidating Trustee's proposed abandonment or
       settlement of any dispute regarding any estate claim, or
       the release of any claim, estate claim or settlement of
       any litigation, which he believes has a value of less than
       $250,000;

    -- the Liquidating Trustee's proposal to not to file or to
       settle any objection to a claim that has a face amount
       less than $100,000;

    -- the Litigation Trustee's proposed abandonment or
       settlement of any dispute regarding, or the release of,
       any estate tort and other claim or settlement of any
       litigation, which he believes is less than $250,000; or

    -- the Liquidating Trustee or the Litigation Trustee proposes
       to pay an expense less than $50,000.

The Debtor also identified Larry Lattig, executive vice president
and senior managing director of Mesirow Financial, as the
Litigation Trustee, and Morris C. Aaron, president and senior
managing director of MCA Financial Group, Ltd., as the
Liquidating Trustee in the proposed revision.

In exchange for his services, Mr. Lattig will be paid $400 per
hour, whose funds will be taken from the Litigation Trust Estate
or, if not available, from the Liquidating Trust.  He will also
be reimbursed for all expenses incurred related to any work
undertaken.  Meanwhile, as Liquidating Trustee, Mr. Aaron is
entitled to receive from the Liquidating Trust Estate a fee equal
to 3% of all funds distributed or paid to the beneficiaries, and
1% of funds paid to individuals or entities.

                         Disputed Claims

With regards to the payment and distribution of disputed claims,
the revised Disclosure Statement provides that "if only a portion
of a claim is a disputed claim, if appropriate, in the discretion
of the Liquidating Trustee, the undisputed portion of the
disputed claim may be treated as an allowed claim."

Meanwhile, the provision for the appropriation of reserves for
disputed claims was retained.  The Debtor removed the provision
allowing the Bankruptcy Court's estimation order to limit the
distribution of individual disputed claim.

                       No Waiver of Claims

The proposed revisions further provide that these actions or
instances will not be deemed a waiver or release of the right of
the Debtor, the Liquidating Trust and the Litigation Trust to
examine the claim or administrative expense, and to step up
action against the holder:

   (1) failure to list a claim in the Debtor's schedules;

   (2) failure of the Debtor or any other person to object to
       any claim for voting purposes;

   (3) the Debtor's or other person's failure to object to a
       claim or administrative expense before confirmation of
       the Plan or the effective date;

   (4) any person's failure to assert a claim or step up an
       action before the confirmation or the effective date;

   (5) the absence of a proof of claim having been filed with
       respect to a claim; and

   (6) any action or inaction of the Debtor or any other person
       with respect to a claim or administrative expense other
       than a legally effective express waiver or release.

                Insiders Payments and Transactions

First Magnus disclosed in the revised Disclosure Statement
payments made to shareholders, officers and directors in the one
year preceding the Petition Date:

     Name                                 Total Payments
     ----                                 --------------
     Gurpreet Jaggi                          $16,384,723
     Gary Malis                                1,650,027
     Karl Young                                5,103,102
     Dominick Marchetti                        1,483,755
     Thomas Sullivan, Sr.                     12,150,001
     Thomas Sullivan, Jr.                     11,716,012
     Clinton W. Gaylord                        2,946,793
                                             -----------
                                             $51,434,414

The Debtor noted that compensation of the officers and directors
was tied to the company's financial performance.  All of the
shareholders were founding members of First Magnus who held
senior management positions within the company since its
inception in 1996.

First Magnus Capital, the Debtor's parent, completed a repurchase
of 950,000 shares of common stock, par value $0.01 per share from
Thomas W. Sullivan, Sr., as trustee of the Thomas W. Sullivan,
Sr. (FMCI) Revocable Trust.  Mr. Sullivan, who was at the time
was the Chairman and a director of both FMC and the Debtor,
received $54,224,793 or approximately $57.08 a share for the
transaction.  FMC also repurchased shares 49,000 shares of the
company from Clinton W. Gaylord for $5,528,570.

At the time of the repurchases, the Debtor, according to the
revised Disclosure Statement, was in excellent financial
condition, with net asset value of almost $200,000,000.  The
repurchases, according to Gurpreet S. Jaggi, president and CEO of
First Magnus, did not have a material effect on the business
operations of the Debtor, nor did they impair the Debtor's
ability to meet its ordinary course obligations.

The Official Committee of Unsecured Creditors has not yet
investigated any prepetition transfers and other transactions
with insiders.  The transfers and transactions, however, are
subject of avoidance or other actions by the Litigation Trust
after the effective date under the Plan.

FMC asserts a $35,000,000 claim against the Debtor.

                     Scratch and Dent Assets

The Debtor said it was originally its intention to liquidate
Scratch and Dent Assets -- loans that have defective
documentation or other problems -- entirely through the sale of
the existing loans/ real estate owned (REO) holdings to investors
that specialize in purchasing these types of assets.  However,
when put to bid, the proposed purchase prices came in far below
the expectations of the Debtor.  For example, one bidder offered
a price of 55% of the unpaid balance for performing first
mortgages.  Other bidders offered prices of 25% to 50% for other
pieces of the Scratch and Dent Assets.  After reviewing the bids
and the underlying assets, it was determined that the Debtor
would attempt to achieve a higher return on these assets by (1)
offering discounted pay-offs to borrowers with the ability to
refinance; (2) offering a lower pay-off for borrowers looking to
sell the property themselves; and (3) offering to accept deeds-
in-lieu of foreclosure to borrowers.

During the Chapter 11 case, the Debtor realized $5,394,000 from
the sale of REO and Construction loans with an original note
amount of $16,777,000 to Summit Capital.  Additionally, the
Debtor has realized approximately $5,323,000 from the resolution
of Scratch and Dent Assets, with an original note amount of
$8,042,000 through work-outs and short sales of those assets.

                  Plan Confirmation Hearing Set

Judge Marlar approved the Disclosure Statement, as revised,
during a hearing on Jan. 4, 2008, according to report by the
Arizona Daily Star.  A two-day hearing was scheduled to confirm
the Plan on Feb. 7 to 8, 2008.

A full-text copy of the proposed revision to the Second Amended
Plan is available for free at:

     http://bankrupt.com/misc/FirstMagnusSecondAmendedPlan

A full-text copy of the proposed revision to the Second Amended
Disclosure Statement is available for free at:

     http://bankrupt.com/misc/FMSecondAmendedDisclosureStatement

As reported in the Troubled Company Reporter on Dec. 20, 2007,
At a Dec. 7, 2007 hearing on the adequacy of First Magnus'
disclosure statement, the Court directed the Debtor to revise the
disclosure
statement, which explains the terms of its chapter 11 plan of
liquidation, and submit a red-lined version of the document on or
before the close of business on Jan. 2, 2008.

One of the Court's suggested revisions is for the Debtor to
clarify whether "scratch and dent" loans are assets or
liabilities, and if they are assets, describe how they will be
liquidated and what net is expected to be realized for creditors.

                        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.

The company 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 expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
is on Feb. 7, 2008.  (First Magnus Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FIRST MAGNUS: WaMu to Aid Sale of 40 Construction Loans to Summit
-----------------------------------------------------------------
First Magnus Financial Corporation and Washington Mutual Bank
entered into a stipulation to facilitate the sale of construction
loans to Summit Investment Management LLC.

The Debtor previously obtained the Court's approval to sell about
40 construction loans with an aggregated commitment amount of
$22,432,783, and total unfunded commitment of $5,693,933.

Pursuant to a stipulation dated Jan. 2, 2007, both parties
agreed that:

     (i) the Debtor will deposit the sale proceeds into DIP Hold
         Account account and will not remove the proceeds from
         the account without WaMu's written consent or without
         Court approval;

    (ii) the Debtor may pay from the sale proceeds all ordinary
         and third party costs and expenses of the sale;

   (iii) WaMu's security interest in the loans, if any, will
         attach to the sale proceeds.

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.

The company 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 expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
is on Feb. 7, 2008.  (First Magnus Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FEDERAL GYPSUM: Creditors to Vote on Plan at January 22 Meeting
---------------------------------------------------------------
Federal Gypsum Company's creditors are scheduled to determine
acceptance or rejection of the Debtor's restructuring plan at a
Jan. 22, 2008 meeting, Nancy King writes for the Cape Breton Post.

Federal Gypsum's protection under the Companies Creditors
Arrangement Act (Canada) will end by Jan. 29, 2008, if the plan
gets at least half of the votes from creditors that represent two-
thirds of the Debtor's total debt, Cape Breton Post reports.

Creditors who can not personally attend the meeting must return
their filled out proxy forms by 5 p.m., on Jan. 18, 2008, the
report relates.  A copy of the plan, proxy form and related
information can be obtained from BDO Dunwoody Goodman Rosen Inc.,
-- http://www.bdo.ca/-- the court-appointed monitor.

                        Restructuring Plan

The Debtor's restructuring plan contemplates on a 25% recovery for
unsecured creditors, Cape Breton Post says.

The plan, according to Cape Breton Post, also intends to pay about
$9.6 million or 60% repayment to the government, from which the
Debtor received funding.  However, the plan also proposes that if
the Debtor repays $4.8 million, its restated debt to creditors
will be forgiven -- a dollar of restated debt forgiven for every
dollar repaid, Cape Breton Post reports.

                Developments Under CCAA Protection

President Rhyne Simpson Jr. on Nov. 26, 2007, reported that while
in bankruptcy, Fedral Gypsum has employed additional salesmen,
raised Canadian sales to 31 from 7, and received certification to
manufacture wallboard for up to 30% of the market share, Cape
Breton Post reveals.

                       About Federal Gypsum

Federal Gypsum Company -- http://www.federalgypsum.com/--
manufactures PlasterRock(R) brand gypsum wallboard from its state-
of-the-art production facility in Point Tupper, Nova Scotia, the
only gypsum wallboard plant in the location.  The plant uses
exclusively Nova Scotia gypsum and Nova Scotia natural gas.
PlasterRock(R) is produced with 100% recycled paper.  In June
2006, Federal Gypsum started manufacturing at U.S. Gypsum's former
plant.  Federal Gypsum has a manufacturing capacity of about 275
million square feet, and uses local Nova Scotia gypsum and 100%
recycled paper.  As of October 2007, the company operates at 20%
capacity and has about 30 workers.

The Debtor was granted bankruptcy protection under the Companies'
Creditors Arrangement Act by the Nova Scotia Supreme Court Justice
in September 2007.  The Debtor's bankruptcy was primarily due to
the decline in gypsum market related to the housing slump in the
U.S.  It has been looking for parties willing to lend it money in
order to continue operations until January 2008.

The Court appointed BDO Dunwoody Goodman Rosen Inc. as monitor in
the Federal Gypsum's cases.  The company has about $32 million in
liabilities owed to 90 creditors.  Nova Scotia Business Inc. has
the largest claim of $5.5 million while The Economic Development
is owed $2.5 million.


FORD MOTOR: Investing $500 Million to Expand India Operations
-------------------------------------------------------------
Ford Motor Company disclosed plans to invest $500 million to
expand its India operations, reaffirming its commitment to
developing and implementing an aggressive growth strategy in the
country.  The new investment will fund several new initiatives,
including the expansion of Ford India's current manufacturing
facility in Chennai to begin production of a new small car within
the next two years, and construction of a fully integrated and
flexible engine manufacturing plant that will go online by 2010.

The new investment increases Ford's total financial commitment in
India to more than $875 million, and underscores its plan to
elevate India as one of the strategic production hubs for small
cars in the company's Asia Pacific and Africa region.  In 2007,
Ford reported a $500 million investment to build small cars in
Thailand, just weeks after launching production of small cars at a
new $510 million, state-of-the-art facility in Nanjing, China.

"This new investment highlights the significance of India's role
in our continued expansion and overall strategy for the Asia
Pacific and Africa region," John Parker, executive vice president,
Asia Pacific and Africa, said.  "We've developed a long-term and
strategic plan for India that's anchored on a substantial product
program and new engine manufacturing facility."

The overall investment plan for India has already commenced, and
will be implemented in phases over the next three years.  The
first phase currently underway includes the addition of a diesel
engine assembly plant at the Chennai site that will have an
initial annual capacity of 50,000 units.  The first engines are
scheduled to roll off the line in April, and will be used in the
local production of the Fiesta and Fusion to satisfy domestic
demand.

A significant part of the investment will be utilized for the
development of new product programs, primarily to expand the
Chennai plant and accommodate volume production of the new small
car. Production of the small car is scheduled to commence within
the next two years, increasing our overall annual production at
the expanded plant to 200,000 units by 2010.

"Ford India's small car will be a worthy addition to the already
successful and robust product mix that we offer to Indian
consumers, and will further strengthen our competitive position in
this increasingly dynamic market," Arvind Mathew, president and
managing director of Ford India, explained.

The second major component of the investment plan is a new, state-
of-the-art and fully-integrated engine manufacturing facility to
be constructed adjacent to the current vehicle plant.  This new
flexible facility will be capable of manufacturing both petrol
engines and Ford's next generation diesel engine.  Initial annual
production capacity is planned for 250,000 units, with the first
engines coming off line by 2010.  Production at the diesel
assembly plant that's currently being set up will be integrated
into the new facility.

"Our investment plan clearly signals Ford's intent to implement an
aggressive and comprehensive growth strategy for the India market.
Reaching volume production of vehicles and engines will not only
allow us to participate in the future growth of India's auto
industry, but really to help drive it, both in terms of domestic
sale and export potential," Mr. Mathew asserted.

The new facilities and capacity expansion will create more than
9,000 jobs -- including 1,500 direct and 7,500 indirect jobs -- as
Ford India considerably increases its supplier base to meet the
expanded production volumes.  This, in turn, will compound
additional investment by its suppliers and vendors and contribute
to the overall growth of India's auto industry.

"We'll be significantly increasing our local sourcing to meet the
requirements of our expanded production," Mr. Mathew added.  "One
of the factors in deciding this investment was Ford's confidence
in the international standards and capabilities of India's supply
base.  We're also committed to the ongoing development of our own
human resources, and we'll be providing skills training for the
additional work force."

Ford India added 20 new authorized dealers to its network in 2007,
bringing the total to 130 locations throughout the country.  The
company plans to further expand its dealership base to accommodate
the planned rise in domestic sales.

Ford will continue to introduce world-class customer service
programs in India, such as the introduction of a 24-hour Ford
Roadside Assistance Program in 2007, as well as professional
service programs that include Ford's Quality Care, Brand@Retail
and Total Maintenance Plans.

                        About Ford India

Established in 1995, Ford India Pvt. Ltd., a wholly owned
subsidiary of Ford Motor Company, manufactures and distributes
automobiles made at its modern integrated manufacturing facility,
at Maraimalai Nagar, near Chennai.  With more than 2,000
employees, the company's models include the Ikon, Fusion,
Endeavour and Fiesta.  Ford India is in its eleventh year of
operations in the country.

                          About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


GARY BURIVAL: U.S. Trustee Assigns Eight-Member Creditors Panel
---------------------------------------------------------------
The United States Trustee for Region 13 appointed eight creditors
to serve on an Official Committee of Unsecured Creditors in the
bankruptcy case of Gary and Joyce Burival aka B&B Farms and its
debtor-affiliate.

  1) O'Neill Fertilizer Inc.
     Attn: Wayne Herley, President
     P.O. Box 6
     O'Neill, NE 68763
     Tel: (402) 336-3566
     Fax: (402) 336-3575

  2) Galyen Petroleum Company
     Attn: Richard W. Galyen, President
     P.O. Box 790
     Atkinson, NE 68713
     Tel: (402) 925-5217
     Fax: (402) 925-5043

  3) Osborne Steel & Supply Co., Inc.
     Attn: Bob Osborne, President
     47609 876th Rd., P.O. Box 310
     Atkinson, NE 68713
     Tel: (402) 925-5622
     Fax: (402) 925-2932

  4) Grosch Irrigation Co., Inc.
     Attn: Dale Wiles, Branch Manager
     49226 873rd Road
     O'Neill, NE 68763
     Tel: (402) 336-1805
     Fax: (402) 336-1401

  5) Mitchell Equipment
     Attn: Boyd Mitchell, Vice President
     P.O. Box 369
     Atkinson, NE 68713
     Tel: (402) 925-5191
     Fax: (402) 925-5442

  6) Niobrara Valley Electric Membership Corp.
     Attn: John Hoke, General Manager
     427 N. 4th, Box 60
     O'Neill, NE 68763
     Tel: (402) 336-2803
     Fax: (402) 336-4858

  7) AG Tech Irrigation
     Attn: Kevin Meusch
     Box 15
     Atkinson, NE 68713
     Tel: (402) 340-2782
     Fax: (402) 925-2835

  8) Cargill Inc.
     Attn: Kay Elscott, Credit Manager
     Cargill AgHorizons
     677 Krim Point Loop
     Midlothian, VA 23114
     Tel: (804) 464-1621
     Fax: (952) 404-6105

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Gary Burival

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler, Esq. at William L.
Needler and Associates Ltd. represents the Debtors in their
restructuring efforts.  The Debtors' schedules showed total assets
of $13,411,186 and total liabilities of $12,570,797.


GARY BURIVAL: Committee Taps Perry Guthery as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors in Gary and Joyce
Burival's bankruptcy case seeks authority from the U.S. Bankruptcy
Court for the District of Nebraska to retain John M. Guthery of
Perry, Guthery, Haase & Gessford, P.C., L.L.O. as its counsel.

The Committee expects Mr. Guthery to render legal services as
needed throughout the course of the Chapter 11 case, focusing
primarily on the protection of unsecured creditors' rights.

Perry Guthery agreed to represent the Committee at these billing
rates:

     Professional                             Hourly Rates
     ------------                             ------------
     John M. Guthery                              $250
     R.J. Shorthridge and other shareholders      $220
     Shawn P. Dontigney and other associates      $145
     Paralegals                                    $80

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

The firm can be reached at:

     Perry, Guthery, Haase & Gessford PC LLO
     233 South 13th Street, Suite 1400
     Lincoln, NE 68508
     Tel: (402) 476-9200

Gary M. Burival and Joyce Burival aka B&B Farms or Burival Farms
and its affiliate Richard Burival & Phillip Burival filed for
chapter 11 bankruptcy on Nov. 29, 2007 (Bankr. D. Neb. Case No.
07-42271 and 07-42273).  William L. Needler, Esq. at William L.
Needler and Associates Ltd. represents the Debtors in their
restructuring efforts.  The Debtors' schedules showed total assets
of $13,411,186 and total liabilities of $12,570,797.


GO FIG.: Files for Chapter 11 Bankruptcy in Missouri
----------------------------------------------------
Go fig. Inc. and certain of its affiliates have filed for Chapter
11 protection with the U.S. Bankruptcy Court for the Eastern
District of Missouri, Mary Jo Feldstein of the St. Louis Post-
Dispatch reports.

The company dismissed around 500 of its employees, and closed 17
of its 18 clinics around the nation.  The Post-Dispatch relates
that the U.S. Food and Drug Administration did not approve the
company's Lipodissolve compounds for cosmetic fat reduction.

Separately, the Better Business Bureau said it received more than
100 complaints from customers of Go fig, alleging that the
Lippodissolve compound used to reduce and dissolve fat was
ineffective and caused a myriad of side-effects.  "After almost
every treatment I experienced pain, burning, swelling, intense
inflammation and heavy bruising," a complainant told the Bureau.

In addition to medical problems, the complainants told the Bureau
of their difficulty getting refunds from the company.

Phoenix-based Go fig., Inc. (Bankr. E.D. Mo. Lead Case No. 08-
40116) is represented by Spencer P. Desai, Esq., at Capes, Sokol,
Goodman, and Sarachan, P.C.  When the Debtors filed for protection
from their creditors, it listed estimated assets and debts of
$1 million to $100 million.


GO FIG: Case Summary & 200 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: Go fig., Inc.
             fka Advance Lipo Dissolve Centers
             4727 East Bell Road, Suite 45-112
             Phoenix, AZ 85032

Bankruptcy Case No.: 08-40116

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Go fig., Inc.                              08-40116
        Fig. Las Vegas, L.L.C.                     08-40117
        Fig. Houston, L.P.                         08-40118
        Fig. Dallas, L.P.                          08-40120
        Fig. Atlanta, L.L.C.                       08-40121
        Fig. St. Louis, L.L.C.                     08-40122
        Fig. Scottsdale, L.L.C.                    08-40123
        Fig. Overland Park, L.L.C.                 08-40124
        Fig. Columbus, L.L.C.                      08-40125
        Fig. Tampa, L.L.C.                         08-40126
        Fig. Cincinnati, L.L.C.                    08-40127
        Fig. Louisville, L.L.C.                    08-40128

Type of Business: The Debtor provides medically-supervised body-
                  shaping services, operating and managing 15
                  centers across the U.S.  It employs more than
                  500 people.  See http://www.fig.com/

Chapter 11 Petition Date: January 7, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtors' Counsel: Spencer P. Desai, Esq.
                  Capes, Sokol, Goodman and Sarachan, P.C.
                  Pierre Laclede Center
                  7701 Forsyth Boulevard, 12th Floor
                  St. Louis, MO 63105
                  Tel: (314) 721-7701
                  Fax: (314) 721-0554

Go fig., Inc's Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Go fig., Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Integrated Media Solutions     Advertising           $4,099,170
650 Fifth Avenue, 35th Floor
New York, NY 10019

Estate of Robert Moore         Loan                  $4,050,000
1828 Will Trace Ridge
Chesterfield, MO 63005

Rob Semaan                                           $1,000,000
17 Grand Meridien Forest
Chesterfield, MO 63005

The M.B.C.G.                   Trade debt            $889,756
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Fig. Pacific, L.L.C.                                 $751,000
1956 Port Cardiff
Newport Beach, CA 92660

United Industries Corp.                              $502,066
601 Rayovac Drive
Madison, WI 53711

United Industries              Credit line           $400,000
601 Rayovac Drive
Madison, WI 53711

Specialty Pharmacy of          Trade debt            $388,605
St. Louis, L.L.C.
623 North New Ballas Road
St. Louis, MO 63141

Marketing Architects, Inc.     Trade debt            $176,139

United Health Care             Insurance             $115,170

Richard Muckerman                                    $108,145

George Ahlering                                      $108,145

Easton Town Center, L.L.C.     Credit line           $100,000

First Insurance Funding Corp.  Insurance             $90,759

Fulbright & Jaworski, L.L.P.                         $85,734

Lutzker, Lutzker                                     $70,994
& Settlemyer, L.L.P.

Bartimus, Frickleton,                                $51,868
Robertson & Obetz

St. John's Endoscopy, L.L.C.                         $43,039

A.F.L.A.C.                     Insurance             $42,760

v-Fluence                                            $40,000

B. Fig. Las Vegas, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The M.B.C. Group                                     $102,974
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Integrated Media Solutions     Advertising           $48,080
650 Fifth Avenue, 35th Floor
New York, NY 10019

Longford Medical Center                              $47,767
3077 East Warm Springs Road
Las Vegas, NV 89120

Specialty Pharmacy of          Trade debt            $22,817
St. Louis, L.L.C.

Kim Alexis Pro, Inc.                                 $13,333

Minoli Lipodissolve, P.C.                            $11,220

Vision Sign, Inc.                                    $6,950

Todays Staffing, Inc.                                $6,052

MediFast                       Trade debt            $2,990

Super 66 Screen Printing,      Trade debt            $2,875
L.L.C.

Xerox Corp.-711961805                                $2,400

MediFast                                             $2,396

Sanitors Services                                    $2,250

Nevada Power                                         $1,692

Embarq Yellow Pages                                  $1,557

Minoli Lipodissolve, P.C.                            $1,280

Mentor Corp.                                         $1,173

American National Payments                           $1,053

Xerox Corp.-709481816                                $635

Alban Scientific, Inc.                               $623

C. Fig. Houston, LP's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The M.B.C. Group                                     $143,354
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Benchmark Contracting, L.L.C.                        $104,630
308 T.C.W. Court
Lake St. Louis, MO 63367

Specialty Pharmacy of          Trade debt            $58,148
St. Louis, L.L.C.
623 North New Ballas Road
St. Louis, MO 63141

Colonial Reality L.P.                                $21,751

Southwest Freeway-Summit                             $18,282

The Mody Group Ltd.-Sugarland                        $16,677

MediFast                                             $15,918

Integrated Media Solutions     Advertising           $11,360

Keystone Partnership-                                $10,000
Recruiting

American National Payments                           $4,979

Erchonia Medical                                     $3,750

Sanitors Services                                    $3,572

Rataj-Krueger Architects, Inc.                       $2,765

Scanlin Sign Service                                 $2,396

Irwin Commercial Finance                             $1,560
Corp.

VAResources, Inc.                                    $1,458

Spanx/The C.I.T. Group                               $1,165

                                                     $930

Stericycle-2034518                                   $976

Brand Coffee Service                                 $797

D. Fig. Dallas, LP's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Benchmark Contracting, L.L.C.                        $454,058
308 T.C.W. Court
Lake St. Louis, MO 63367

Integrated Media Solutions     Advertising           $284,220
650 Fifth Avenue, 35th Floor
New York, NY 10019

The M.B.C. Group                                     $59,475
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Specialty Pharmacy of          Trade debt            $48,311
St. Louis, L.L.C.

Interiors Unlimited                                  $28,869

R.M.C. Wyndham, L.P.                                 $19,409

Inland Southwest Management,                         $17,988
L.L.C.

A.S.G. Preston Creek Retail                          $15,094
Center, Ltd.

Keystone Partnership-                                $15,000
Recruiting

Signs Manufacturing                                  $9,496

MediFast                                             $7,849

Sanitors Services                                    $3,572

Nutritional Resources, Inc.                          $2,761

Spanx/The C.I.T. Group                               $2,542

                                                     $906

Alban Scientific, Inc.                               $1,620

Cape Contract Furniture                              $1,536

Corporate Express                                    $1,392

Sequoia Solutions, L.L.C.                            $1,236

Korr Medical Technologies, Inc.                      $1,060

E. Fig. Atlanta, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Benchmark Contracting, L.L.C.                        $313,837
308 T.C.W. Court
Lake St. Louis, MO 63367

Triad Compounding Pharmacy     Trade debt            $99,526
1980 Riverside Parkway,
Suite 102
Lawrenceville, GA 30043

The M.B.C. Group                                     $49,694
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Atlanta Lip Dissolve Centers,                        $41,020
P.C.

Selig Enterprises, Inc.                              $22,666

Riverwalk Marketplace, S.C.,                         $19,295
L.L.C.

King & Spalding, L.L.C.        Legal fees            $12,803

MediFast                       Trade debt            $8,848

Henry, Inc.                                          $5,518

MediFast                       Trade debt            $4,706

Cape Contract Furniture                              $2,483

Nutritional Resources, Inc.                          $2,251

Sanitors Services                                    $2,200

Nutritional Resources, Inc.                          $2,084

Spanx/The C.I.T. Group                               $1,391

Royal Cup, Inc.                                      $1,117

Georgia Power-22134-40028                            $1,019

Georgia Power-14438-73024                            $873

United Parcel Service                                $586

Stericycle-A.T.L. 8149169                            $451

F. Fig. St. Louis, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The M.B.C. Group                                     $140,399
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Specialty Pharmacy of          Trade debt            $25,419
St. Louis, L.L.C.
623 North New Ballas Road
St. Louis, MO 63141

Benchmark Contracting, L.L.C.                        $16,713
308 T.C.W. Court
Lake St. Louis, MO 63367

MediFast                       Trade debt            $15,362

Kim Alexis Pro, Inc.                                 $13,333

Corporate Express                                    $13,039

The Boulevard-St. Louis,       rent                  $12,566
L.L.C.

Collector of Revenue           personal property     $10,038
                               taxes

MediFast                       Trade debt            $8,752

Sunset Place, L.L.C.                                 $7,580

Piros Signs, Inc.                                    $7,475

Nutritional Resources, Inc.                          $5,193

T-Plex Industries, Inc.                              $4,676

Missouri American                                    $4,033
Water-35-1251177-9

All Clean Building Services                          $3,465

Doll Services                                        $2,548

Rataj-Krueger Architects, Inc.                       $2,394

A.E.D. Superstore                                    $2,145

Alban Scientific, Inc.                               $2,049

Alive Media Group                                    $1,830

G. Fig. Scottsdale, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The M.B.C. Group                                     $201,616
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Integrated Media Solutions     Advertising           $105,090
650 Fifth Avenue, 35th Floor
New York, NY 10019

Kim Alexis Pro, Inc.                                 $78,333
P.O. Box 9
Ponte Vedra Beach, FL 32004

Care Credit/M.E.D.S.P.A./                            $32,859
G.E.M.B.

Specialty Pharmacy of          Trade debt            $32,206
St. Louis, L.L.C.

A.Z. Rouge, L.L.C.                                   $25,949

Anlyn, L.L.C.                                        $11,795

MediFast                                             $5,061

Benchmark Contracting, L.L.C.                        $5,000

A.E.D. Superstore                                    $2,180

Sanitors Services-Scottsdale   Trade debt            $2,140

A.P.S.-392375281                                     $1,715

American Express Merchant                            $1,559

American National Payments                           $1,361

Nutritional Resources          Trade debt            $1,356

Mentor Corp.                                         $1,063

Nutritional Resources          Trade debt            $771

Banyan                                               $709

Linc Service-Phoenix                                 $596

Shippert Medical                                     $538

H. Fig. Overland Park, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The M.B.C. Group               Trade debt            $86,547
326 North Euclid Avenue,
Suite 200
St. Louis, MO 63108

Integrated Media Solutions     Advertising           $31,078
650 Fifth Avenue, 35th Floor
New York, NY 10019

C.M.P. Building II, L.L.C.                           $28,000
605 West 47th Street,
Suite 100
Kansas C.I.T.y, MO 64112

Cavanaugh, Smith & Lemon                             $15,431

Kim Alexis Pro, Inc.                                 $13,333

Midwest Compounders, Inc.                            $8,906

Kansas City Star                                     $5,535

Norris & Keplinger, L.L.C.                           $2,399

Mentor Corp.                                         $1,291

MediFast                       Trade debt            $1,127

Rataj-Krueger Architects, Inc.                       $818

Xerox Corp.-709432736                                $449

Erchonia Medical                                     $417

Nutritional Resources, Inc.    Trade debt            $416

Communications Technologies,                         $414
Inc.

U.P.S.-493F01                                        $386

Stericycle-O.P.                                      $354

Mid-America Coffee                                   $259
Service-O.P.

Alban Scientific, Inc.                               $258

Vere Innovative Products                             $239

I. Fig.Columbus, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Benchmark Contracting, L.L.C.                        $1,242,015
308 T.C.W. Court
Lake St. Louis, MO 63367

Keystone Partnership-                                $45,000
Recruiting
12312 Olive Boulevard,
Suite 550
St. Louis, MO 63141

Interiors Unlimited                                  $23,509
2149 Schuetz Road
St. Louis, MO 63146

S.B.D. Commercial Interiors,                         $14,885
L.L.C.

Easton Town Center                                   $10,645

Crown Plaza Dublin                                   $10,143

Sawmill Hard Center, L.L.C.                          $7,847

Alban Scientific, Inc.                               $7,573

Korr Medical Technologies,                           $3,640
Inc.

MediFast                       Trade debt            $3,415

Cape Contracting Furniture                           $3,255

Nutritional Resources, Inc.    Trade debt            $3,245

Rataj-Krueger Architects, Inc.                       $2,630

Lee Wayne Corp.                                      $2,206

Spanx/The C.I.T. Group                               $1,837

Smith & Hale, L.L.C.                                 $1,280

Rubin Brown, L.L.P.                                  $1,131

Jeter Systems Corp.                                  $813

Xerox Corp.-712246040                                $794

Sequoia Solutions, L.L.C.                            $651

J. Fig. Tampa, L.L.C.'s Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Benchmark Contracting, L.L.C.                        $24,820
308 T.C.W. Court
Lake St. Louis, MO 63367

Rataj-Krueger Architects, Inc.                       $13,107
10777 Sunset Office Drive
St. Louis, MO 63127

K. Fig. Cincinnati, L.L.C. does not have any creditors who are not
insiders.

L. Fig. Louisville, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Benchmark Contracting, L.L.C.                        $104,608
308 T.C.W. Court
Lake St. Louis, MO 63367

Interiors Unlimited                                  $23,601
2149 Schuetz Road
St. Louis, MO 63146

Seelbach-Hilton Hotel                                $21,346
500 South 4th Avenue
Louisville, KY 40202

MediFast                       Trade debt            $8,663

S.B.D. Commercial Interiors,                         $8,430
L.L.C.

Alban Scientific, Inc.                               $6,695

Hawthorn Hotel & Suites                              $6,655

Korr Medical Technologies,                           $3,630
Inc.

Moore Design Group, L.L.C.                           $3,580

Nutritional Resources, Inc.    Trade debt            $2,730

Corporate Express                                    $2,518

The Courier-Journal                                  $1,895

Spanx/The C.I.T. Group                               $1,833

Lee Wayne Corp.                                      $1,805

Cape Contract Furniture                              $1,763

Rubin Brown, L.L.P.                                  $1,044

Jeter Systems Corp.                                  $737

American Express Merchant                            $694

Schiller's Imaging Group                             $678

Sequoia Solutions, L.L.C.                            $663


GOODYEAR TIRE: Tire Mounting Biz Sells Assets to EnovaPremier
-------------------------------------------------------------
The Goodyear Tire & Rubber Company reported that T&WA Inc., a
tire mounting business based in Louisville, Ky., has sold
substantially all of its assets to EnovaPremier, LLC.  Goodyear
has had a minority ownership interest in T&WA since 1999.

T&WA and EnovaPremier have not disclosed the terms of the
transaction.

Goodyear anticipates recording an after-tax, non-cash loss of
$30 million to $35 million in the fourth quarter of 2007 as a
result of the transaction, subject to post-closing adjustments.

The company said T&WA's exit from the tire and wheel assembly
business is consistent with Goodyear's previously announced
strategy to focus on its core consumer and commercial tire
businesses.  T&WA is a variable interest entity that is
consolidated with Goodyear under generally accepted accounting
principles.

T&WA, a minority business enterprise that was founded in 1995,
supplies mounted and balanced tire and wheel assemblies to auto
manufacturers.  The business operates facilities in Alabama,
Indiana, Kentucky and Michigan.

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                         *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Goodyear Tire & Rubber Co., including its corporate
credit rating to 'BB-' from 'B+'.  The ratings still apply to
date.


GRAND PRIX: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Grand Prix Speedways-St. Louis, LLC filed with the U.S. Bankruptcy
Court for the Eastern District of Missouri, its schedules of
assets and liabilities, disclosing:

     Name of Schedule           Asset      Liabilities
     ----------------           -----      -----------
     A. Real Property
     B. Personal Property     $89,450
     C. Property Claimed as
        Exempt
     D. Creditors Holding
        Secured Claims
     E. Creditors Holding
        Unsecured Priority
        Claims                                 $34,000
     F. Creditors Holding
        Unsecured Nonpriority
        Claims                             $10,099,168
                              --------     -----------
        TOTAL                  $89,450     $10,133,168

Based in Earth City, Missouri, Grand Prix Speedways-St. Louis, LLC
-- http://www.grandprixspeedways.com/-- owns and operates two
paved indoor karting sprint circuits.  The company and three
affiliates filed for Chapter 11 protection on July 31, 2007 (Bank.
E.D. Mo. Case No. 07-44883).  Robert A. Breidenbach and Steven
Goldstein, at Goldstein & Pressman P.C. represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from their creditors its listed estimated assets of less than
$10,000 and estimated debts between $1 million to $100 million.


HAZEL POINTE: Motion to Extend Schedules Filing Considered Moot
---------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina ruled that Hazel Pointe LP and Distinct
Development LLC's request for extension in the filing of their
schedules of assets and liabilities is moot.

As disclosed, Texans Commercial Capital, secured creditor, filed a
separate involuntary chapter 11 case against the Hazel Pointe,
Distinct Development I LLC, Distinct Development II LLC, Distinct
Edgewater LLC and GP&E Leasing LP in the Northern District of
Texas.

As a response, Hazel and Distinct raised defense against Texans
citing improper venue pursuant to Section 1406(a) of the
Bankruptcy Code and Bankruptcy Rule 1014(a)(2).

On Dec. 7, 2007, the Debtors asked the Bankruptcy Court for the
Northern District of Texas to dismiss the Texas involuntary
bankruptcy proceedings or in the alternative, transfer venue of
the case to the District of South Carolina.  The Debtors told the
Texas Court that it is in the best interest of justince and the
convenience of the parties to transfer venue.  The motion have not
yet been heard or resolved.

                        About Hazel Pointe

Okatie, South Carolina-based Hazel Pointe LP --
http://www.heywardpoint.com/50.htm-- owns and develops a real
property in Beaufort County, South Carolina.

Texans Commercial Capital filed an involuntary chapter 11 petition
against Hazel and four of its affiliates on Nov. 13, 2007 (Bankr.
N.D. Texas Lead Case No. 07-35654).

Subsequently, Hazel and its general partner, Distinct Development
LLC, filed for chapter 11 bankruptcy on Dec. 4, 2007 (Bankr.
D.S.C. Case Nos. 07-06793 and 07-06797).  G. William McCarthy,
Jr., Esq. represents the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed $1 million to
$100 million assets and debts.


HAZEL POINTE: Principal at Distinct Intends to Leave Post
---------------------------------------------------------
Hazel Pointe LP and Distinct Development LLC informed the U.S.
Bankruptcy Court for the District of South Carolina that
Distinct's principal has indicated intention to resign.

The Debtors related that their limited partners will request the
appointment of a new general partner.  The Debtor said it believes
the new principal of Distinct and the new general partner of Hazel
would be the best persons to provide the Court with the missing
documents, including their schedules of assets and liabilities.

Hazel requested for a reasonable extension of time to file the
missing documents until the new principal of Distinct and the new
general partner of Hazel are appointed.

                        About Hazel Pointe

Okatie, South Carolina-based Hazel Pointe LP --
http://www.heywardpoint.com/50.htm-- owns and develops a real
property in Beaufort County, South Carolina.

Texans Commercial Capital filed an involuntary chapter 11 petition
against Hazel and four of its affiliates on Nov. 13, 2007 (Bankr.
N.D. Texas Lead Case No. 07-35654).

Subsequently, Hazel and its general partner, Distinct Development
LLC, filed for chapter 11 bankruptcy on Dec. 4, 2007 (Bankr.
D.S.C. Case Nos. 07-06793 and 07-06797).  G. William McCarthy,
Jr., Esq. represents the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed $1 million to
$100 million assets and debts.


HAZEL POINTE: Submit List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Hazel Pointe LP and Distinct Development LLC delivered to the U.S.
Bankruptcy Court for the District of South Carolina their list of
20 largest unsecured creditors, disclosing:

      Entity                          Claim Amount
      ------                          ------------
      Life Oak Finance                    $139,533
      1701 N Market St Ste 210
      Dallas, TX 75202

      Brockington and Assoc               $69,286
      1051 Jonnie Dodds Rd
      Mt Pleasant, SC 29464

      Palmetto Services                   $51,523
      PO Box 2842
      Bluffton, SC 29910

      Palmetto Coastal                    $37,711

      Thomas and Huton                    $10,953

      Wever and Tidwell                    $6,580

      Down South Publishing                $6,000

      Southern Destinations                $4,800

      Landplan Partnership                 $4,268

      Mcnair Law Firm, P.A.                $4,119

      Michael Wilson                       $4,072

      KRA                                  $2,663

      Survey and Services                  $2,235

      Beaufort Water and Sewer             $2,135

      Kennickell Print and Comm            $1,816

      Harleysville Mutual Ins Co           $1,580

      GE Capital                           $1,559

      Kevin Kelly                          $1,552

      Hargray                              $1,501

      Technology Insurance                 $1,151

Okatie, South Carolina-based Hazel Pointe LP --
http://www.heywardpoint.com/50.htm-- owns and develops a real
property in Beaufort County, South Carolina.

Texans Commercial Capital filed an involuntary chapter 11 petition
against Hazel and four of its affiliates on Nov. 13, 2007 (Bankr.
N.D. Texas Lead Case No. 07-35654).

Subsequently, Hazel and its general partner, Distinct Development
LLC, filed for chapter 11 bankruptcy on Dec. 4, 2007 (Bankr.
D.S.C. Case Nos. 07-06793 and 07-06797).  G. William McCarthy,
Jr., Esq. represents the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed $1 million to
$100 million assets and debts.


IAC INTERACTIVECORP: Names Doug Lebda as CEO of Fin'l Services
--------------------------------------------------------------
IAC InterActiveCorp. has appointed Doug Lebda, IAC president and
chief operating officer, as chairman and CEO of IAC's financial
services and real estate businesses, including LendingTree,
HomeLoanCenter, GetSmart, RealEstate.com, Domania and iNest.

C.D. Davies and Bret Violette will report to Mr. Lebda while
retaining their specific roles as CEO of LendingTree and president
of RealEstate.com.  Mr. Lebda will continue as president and COO
of IAC in tandem with this appointment for a transition period.

Mr. Lebda, 37, became president and COO of IAC at the end of 2005.
He joined the company in 2003 after IAC acquired LendingTree,
which Mr. Lebda founded in 1996.  During his 9-year tenure, he led
the company through a successful IPO, five acquisitions, expanded
into the consumer real estate category, and grew the business to
over $300 million in revenue.

At IAC Mr. Lebda oversees the IAC businesses, which encompass more
than 60 brands and 20,000 employees.  He also serves on the board
of directors of Eastman Kodak Company and the Darden School
Foundation board of trustees at the University of Virginia.

"Doug Lebda is a true entrepreneur," Barry Diller, IAC chairman
and CEO, said.  "As president and COO of IAC he helped streamline
a uniquely complex conglomerate, deepening our talent pool, and
successfully managing our various businesses. With Doug leading
the financial services and real estate businesses I am absolutely
sure they will grow and prosper.  He's a superb executive and can
only do better than well in anything he takes responsibility for."

"I'm thrilled with this opportunity, Mr. Lebda said.  "We have
great brands and a fantastic management team.  There's no doubt
that the company has benefited from the support and stability of
IAC during very turbulent mortgage and real estate markets. As a
standalone company, we're now in a great position to grow and
expand."

This move comes after IAC's November 2007 statement of plans to
separate IAC into five publicly traded companies, spinning off
HSN, Ticketmaster, Interval International and LendingTree.
Expected to be completed in the second or third quarter of 2008,
the new IAC will include:

   * The businesses currently comprising its Media &
     Advertising sector: Ask.com, Bloglines, Citysearch,
     CursorMania, Evite, Excite, IAC Advertising Solutions,
     InsiderPages, iWon, My Fun Cards, My Way, Popular
     Screensavers, Smiley Central, Webfetti and Zwinky;

   * Match.com, ServiceMagic, Shoebuy.com, Entertainment
     Publications and ReserveAmerica;

   * The businesses currently comprising its Emerging
     Businesses sector: Black Web Enterprises, BustedTees,
     CollegeHumor, GarageGames, Gifts.com, Green.com,
     InstantAction, Primal Ventures, Pronto, Very Short List,
     Vimeo and 23/6; and

   * IAC's current investments in Active.com, Brightcove,
     FiLife, MerchantCircle, OpenTable, Points.com and SHOP
     Channel.

                    About IAC InterActiveCorp.

Headquartered in New York City, IAC InterActiveCorp. (Nasdaq:
IACI) -- http://iac.com/-- operates a portfolio of specialized
and global brands in the sectors: Retailing, which includes the
United States and International segments; Services, which includes
the Ticketing, Lending, Real Estate, Teleservices and Home
Services reporting segments; Media & Advertising, and Membership &
Subscriptions, which includes the Vacations, Personals and
Discounts reporting segments.

Headquartered in Charlotte, North Carolina, LendingTree LLC --
http://www.lendingtree.com/-- is an operating company of IAC.
LendingTree is an online lending exchange, providing a marketplace
that connects consumers with multiple lenders that compete for
their business.  Launched in 1998, LendingTree provides access to
mortgages and refinance loans, home equity loans/lines of credit,
auto loans, personal loans, credit cards and high-yield savings
accounts.

Headquartered in Charlotte, North Carolina, RealEstate.com is an
operating company of IAC (NASDAQ: IACI).  RealEstate.com also owns
or operates iNest, Domania and RealEstate.com, REALTORS(R).

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services lowered its ratings on
interactive conglomerate IAC/InterActiveCorp to 'BB' from 'BBB-'
and placed them on CreditWatch with negative implications,
indicating the potential for further negative rating movement.
The rating action follows the announcement that IAC plans to
separate itself into five publicly traded companies.


INPHONIC INC: Court Approves Reed Smith as Committee's Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave the Official Committee of Unsecured Creditors in InPhonic
Inc. and its debtor-affiliates' Chapter 11 cases permission to
retain Reed Smith LLP as its counsel, nunc pro tunc Nov. 16, 2007.

Reed Smith is expected to:

   a) consult with the trustee or Debtors concerning the
      administration of these cases;

   b) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors business and the desirability or the continuance of
      the businesses, and any other matter relevant to the cases
      or to the formulation of one or more plans;

   c) evaluate, with the Debtors, any offers to purchase the
      assets or businesses of the Debtors and participating in the
      sale process;

   d) participate in the formulation of one or more plans,
      advising those represented by the Committee of its
      determinations as to any paln formulated, and collecting and
      filing with the Court acceptances or rejections of any plan;

   e) if appropriate, request the appointment of one or more
      trustees or examiners under Section 1104 of the Bankruptcy
      Code;

   f) assert claims and causes of action on behalf of the
      Committee and the Debtors, if the Debtors fail to assert
      claims; and

   g) perform other services as are in the interest of the
      Debtors' creditors.

The firm's professionals and their compensation rates are:

   Professionals              Designations    Hourly Rates
   -------------              ------------    ------------
   Claudia Z. Springer, Esq.    Partners          $645
   Robert P. Simons, Esq.       Partners          $580
   Kurt F. Gwynne, Esq.         Partners          $560
   Gaston P. Loomis, Esq.      Associates         $385
   Joshua Lewis, Esq.          Associates         $370
   J. Cory Falgowski, Esq.     Associates         $325
   John B. Lord                Paralegals         $235
   Lisa Lankford               Paralegals         $135

Kurt F. Gwynne, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankrutptcy Code.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.

When the Debtors filed from protection from their creditors,
they listed total assets of $120,916,991 and total debts of
$179,402,834.


INTERMET CORP: To Shut Down Operations in Pulaski, Tenn. Facility
-----------------------------------------------------------------
Intermet Corporation, disclosed plans to close its Pulaski,
Tennessee facility.  The plant is scheduled to ramp down in phases
as current jobs are transferred to other Intermet facilities with
all operations ceasing in the second half of 2008.

The Pulaski facility opened in 1990 and produces rocker arm
covers, rack & pinion housings, electronic housings and oil filter
adapters for the automotive industry.  Production of these
products will be transferred to existing Intermet die cast
facilities in Jackson, Tennessee, Minneapolis, Minnesota, and
Palmyra, Missouri.  The Pulaski plant employs 105 people.

Jeff Mihalic, president and chief executive officer, Intermet
Corporation, explained this consolidation is a difficult but
important step in that process.

"Actions such as these are never easy but regrettably they are
ones we have to take to continue to ensure the highest levels of
service and value to our customers," Mr. Mihalic said.  "We are
continuing to evaluate every aspect of our business in order to
become the premier, most diversified manufacturer of cast-metal
components for the automotive, commercial-vehicle and industrial
markets."

"The closing of Pulaski is in no way a reflection on the
performance of our highly-talented and dedicated workforce at
Pulaski," Mr. Mihalic continued.  "Rather it is a case of
overcapacity, both within Intermet and the industry as a whole in
the face of a declining production forecast for vehicles in
North America.  The suppliers who will survive in this environment
are those who, like us, recognize the need to align fixed costs
with the new levels of demand and take the appropriate actions."

"We are working closely with all of our customers to finalize
plans for a methodical transition of work to other Intermet
locations and an uninterrupted supply of product," Mr. Mihalic
stated.  "We will also work closely with all Intermet employees
affected by this closing to help them through this transition."

                    About Intermet Corporation

Headquartered in Fort Worth, Texas, Intermet Corporation --
http://www.intermet.com/-- is a manufacturer of cast-metal
components for the automotive, commercial-vehicle and industrial
markets. With approximately 2,400 employees, the company is
organized into three distinct manufacturing groups: Die Cast,
Ferrous and PCPC.

                         *     *     *

Moody's Investor Service placed Intermet Corporation's long term
corporate family and bank loan debt ratings at 'Caa1' in September
2004.  The ratings still hold to date with a negative outlook.


INVERNESS MEDICAL: Completes $37 Million Buyout of Panbio Ltd.
--------------------------------------------------------------
Inverness Medical Innovations completes acquisition of Panbio Ltd.
The transaction was finalized with Inverness acquiring all
outstanding shares for a total value of approximately
$37 million.

As reported in the Troubled Company Reporter on Oct. 11, 2007,
Inverness Medical has entered into a Scheme Implementation
Agreement with Panbio Ltd., under which Inverness proposed to
acquire all of the issued shares in Panbio for AUD0.65
cash per share.

The proposed Scheme, which values the issued share capital of
Panbio at approximately AUD41 million, or approximately
$37 million.

                        About Panbio Ltd.

Headquartered in Brisbane, Australia, PanBio Limited (Public,
ASX:PBO) -- http://www.panbio.com.au/-- is a diagnostics company.
The company develops, manufactures and markets human medical
diagnostic tests with a primary focus on infectious disease.
Panbio's products are used in the diagnosis of over 30 disease
states.  Its activities are organized into two business segments:
Diagnostics and Advanced Technologies.  The Diagnostics segment
develops, manufactures and sells products to detect infectious
diseases in humans.  This segment sells products worldwide,
including Australia/New Zealand, Asia, North America, Latin
America and Europe.  The Advanced Technologies segment conducts
research and development activities predominantly in Australia.
Its wholly owned subsidiaries include Panbio Holdings Inc. and
Panbio Inc.

                     About Inverness Medical

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

                          *     *     *

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


ITRON INC: Posts $3.4 Million Net Loss in 2007 Third Quarter
------------------------------------------------------------
Itron Inc. reported a net loss of $3.4 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$9.2 million in the same period in 2006.  The loss was primarily
due to the accelerated amortization of debt fees.

Total revenues for the third quarter of $434 million were
$269 million, or 164%, higher than 2006 third quarter revenues of
$165 million.  Itron North America revenues for the third quarter
of $153 million were about $12 million, or 7%, lower than the
third quarter of 2006.  Actaris revenues of $281 million were
comprised of shipments to electric, gas and water utilities of
approximately 40%, 32% and 28%, respectively.

"Our results for the quarter were about in line with our
expectations," said LeRoy Nosbaum, chairman and chief executive
officer.  "We had our highest bookings ever at $440 million and
Actaris operating results are showing the positive effect of a
more geographically diverse business model.  Although we have
experienced a pause in business in the US that we thought might
occur, we continue to drive revenue and EPS growth in the short-
term and believe that we are very well positioned for the long-
term."

Gross margin for the third quarter of 2007 was 33%.  This compares
with 41% in the third quarter of 2006.  Third quarter 2007 Itron
North America gross margin of 40% was similar to the third quarter
of 2006.  Actaris gross margin of 30% was comparable to the second
quarter of 2007 without the effect of the inventory charge.

Total operating expenses for the third quarter of 2007 were
$116 million.  Itron North America operating expenses were
$43 million, reflecting a $2 million decrease over the third
quarter of 2006.  INA operating expenses as a percentage of
revenue were 28%, which was similar to 2006.  Actaris operating
expenses of $64 million were 23% of revenue.

Corporate unallocated expenses were $8.5 million for the quarter,
or about $2.3 million higher than the third quarter of 2006.  The
increase was primarily attributable to higher expenses for
internal controls for financial reporting and consulting services
for tax planning related to the Actaris acquisition.  Corporate
unallocated expenses also include an impairment charge for the
company's old corporate headquarters building.

Net interest expense of $34 million in the third quarter of 2007
was substantially higher than the $561,000 in the comparable
period in 2006, primarily due to the placement of $1.2 billion in
senior secured bank debt for the Actaris acquisition.  Debt fee
amortization expense, which is included in net interest expense,
was $9.2 million in the third quarter.  Debt fee amortization
expense included $6.6 million of accelerated amortization related
to the company's convertible subordinated debt becoming subject to
conversion.  Other expense of $873,000 was comprised primarily of
foreign currency revaluation of trade receivables and payables.

The company had a $2.7 million GAAP income tax benefit for
the third quarter of 2007.  This compares with a GAAP income tax
provision of $5.9 million in the third quarter of 2006.  The
benefit is due to the pre-tax GAAP loss and also includes a
benefit related to legislative reductions in tax rates in Germany
and the United Kingdom in the third quarter.

Non-GAAP operating income, which excludes amortization expense
related to intangible assets, was $55 million, or 13% of revenues,
in the third quarter of 2007, compared with $24 million, or 15% of
revenues, in the third quarter of 2006.  Non-GAAP net income,
which also excludes amortization of debt fees, was $21 million in
2007 compared with $15 million in the 2006 period.  Non-GAAP net
income is higher in the third quarter of 2007 primarily due to the
Actaris acquisition.

Total revenues for the nine months ended Sept. 30, 2007, of
$984 million were $499 million or 103%, higher than 2006 nine-
month revenues of $484 million.  Itron North America revenues for
the first nine months of 2007 of $453 million were approximately
$31 million, or 6%, lower than the same period in 2006.

GAAP net loss for the first nine months of 2007 was $20 million,
compared with net income of $26 million in the first nine months
of 2006.  The loss was primarily due to acquisition-related
charges for IPR&D and inventory and the accelerated expensing of
debt fees.

Net cash provided by operating activities was $90 million for the
first nine months of 2007, compared with $87 million in the same
period in 2006.  Adjusted earnings before interest, taxes,
depreciation and amortization in the third quarter of 2007, was
$67 million compared with $28 million for the same period in 2006.
Adjusted EBITDA for the first nine months of 2007 was
$158 million, or more than $72 million higher than the first nine
months of 2006, primarily due to the acquisition of Actaris.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.04 billion in total assets, $2.34 billion in total liabilities,
and $697.5 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $666.5 million in total current
assets available to pay $728.9 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?26d9

                         About Itron Inc.

Headquartered in Liberty Lake, Washington, Itron Inc. (NASDAQ:
ITRI) -- http://www.itron.com/-- operates in two divisions; as
Itron in North America and as Actaris outside of North America.
The company provides metering, data collection and software
solutions, with nearly 8,000 utilities worldwide relying on its
technology to optimize the delivery and use of energy and water.

                          *     *     *

Itron Inc. carries to date Standard & Poor's Ratings Services' B+
corporate credit rating.


KB HOME: Posts $772.7 Million Net Loss in 2007 Fourth Quarter
-------------------------------------------------------------
KB Home reported Tuesday financial results for its fourth quarter
and fiscal year ended Nov. 30, 2007.

The company recorded a net loss of $772.7 million in the fourth
quarter of 2007.  In the fourth quarter of 2006, the company's net
loss totaled $49.6 million.

During the fourth quarter of 2007, the company recorded an after-
tax, non-cash charge of $514.2 million to establish a valuation
allowance related to its deferred tax assets in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."  The valuation allowance is reflected as a
charge to fourth quarter income tax expense and a reduction of the
company's deferred tax assets as of Nov. 30, 2007.

The company reported a loss from continuing operations before
income taxes of $399.0 million for the quarter ended Nov. 30,
2007, due to pretax, non-cash charges of $403.4 million associated
with inventory and joint venture impairments and the abandonment
of certain land option contracts.  In the year-earlier quarter,
the company posted a loss from continuing operations before income
taxes of $171.1 million due to $343.3 million of pretax, non-cash
impairment and abandonment charges.

Revenues totaled $2.07 billion for the quarter ended Nov. 30,
2007, down from $3.01 billion in the corresponding quarter of
2006, primarily reflecting lower housing revenues.  Fourth quarter
2007 housing revenues of $2.02 billion were 31% lower than in the
year-earlier period.  This decline reflected a 22% year-over-year
decrease in new home deliveries to 8,132 in the fourth quarter of
2007 from 10,386 in the 2006 fourth quarter, and a 12% year-over-
year decrease in the average selling price to $247,800 in 2007
from $280,000 in 2006.

The company delivered 23,743 new homes in fiscal year 2007, down
26% from the 32,124 new homes it delivered in fiscal year 2006.
Revenues totaled $6.42 billion in fiscal year 2007, decreasing 32%
from $9.38 billion in fiscal year 2006, reflecting fewer new home
deliveries and a 9% year-over-year decline in the average selling
price to $261,600 from $287,700.

The company posted a loss from continuing operations of
$1.41 billion in fiscal year 2007 due to non-cash charges
associated with inventory and joint venture impairments and land
option contract abandonments; goodwill impairment; and the
deferred tax assets valuation allowance.  In fiscal year 2006, the
company generated income from continuing operations of
$392.9 million.

Including the results of its French discontinued operations, the
company posted a net loss of $929.4 million in fiscal year 2007
and net income of $482.4 million in fiscal year 2006.

The company continued to generate positive cash flows in the 2007
fourth quarter, ending the year with a cash balance of
$1.33 billion at Nov. 30, 2007.  The company increased its cash
balance by $625.2 million from Nov. 30, 2006, in addition to
reducing debt by $758.5 million.  Furthermore, the company had no
borrowings outstanding under its $1.5 billion revolving credit
facility as of Nov. 30, 2007.  The company's ratio of debt to
total capital was 53.9% at Nov. 30, 2007, compared to 50.0% at
Nov. 30, 2006.  Net of cash, the ratio of debt to total capital
improved 12.1 percentage points to 31.1% at Nov. 30, 2007, from
43.2% at Nov. 30, 2006.

"The challenging market conditions we experienced through the
first three quarters of 2007 continued during the fourth quarter,"
said Jeffrey Mezger, president and chief executive officer.
"Several factors weighed on the entire housing industry this year,
including a persistent oversupply of new and resale homes
available for sale, increased foreclosure activity, heightened
competition for home sales, reduced home affordability, turmoil in
the mortgage and credit markets, and decreased consumer confidence
in purchasing homes."

"KB Home's results for the 2007 fourth quarter and full year
reflect the impact of these difficult industry conditions as well
as our strategic actions to restructure our operations to better
align with significantly reduced housing market activity," Mezger
noted.  "We recorded additional impairment and abandonment charges
in the fourth quarter as slowing sales rates and downward pressure
on home prices and gross margins reduced the fair value of certain
inventory positions and prompted us to reassess our strategy
concerning certain projects."

"The inventory impairments we incurred during the housing downturn
have produced substantial deferred tax assets," Mezger continued.
"As a result of the continued downturn in the housing market and
the uncertainty as to its length and magnitude, we recorded a
valuation allowance on certain deferred tax assets.  This resulted
in a substantial non-cash charge in the fourth quarter.  To the
extent that we generate sufficient taxable income in the future to
utilize the tax benefits of the related deferred tax assets, we
expect to see a reduction in our effective tax rate as the
valuation allowance is reversed."

"Notwithstanding our current cash and capital resources, the
impact of the impairments and deferred tax assets valuation
allowance required us to obtain a waiver under our revolving
credit facility relating to a consolidated tangible net worth
covenant," said Mezger.  "To address our covenant compliance for
future periods, we are currently working with our bank partners to
amend our credit facility covenants.  We have a long-standing and
positive working relationship with our bank group and, based on
preliminary discussions, we expect to enter into an amendment by
the end of the first quarter of 2008."

"We believe 2008 will be another tough year for the homebuilding
industry," said Mezger.  "However, we will continue our efforts
from the past year to strengthen our balance sheet, streamline our
cost structure, align our organization with expected reduced
delivery volumes, and sharpen our operating disciplines and
strategies.  We believe this approach will provide KB Home with a
solid financial position on which it can leverage its geographic
diversity and proven built-to-order business model to capitalize
on growth opportunities that will develop as housing markets
stabilize."

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated financial statements
showed $5.71 billion in total assets, $3.86 billion in total
liabilities, and $1.85 billion in total stockholders' equity.
This compares with $9.26 billion in total assets, $6.34 billion in
total liabilities, and $2.92 billion in total stockholders' equity
at Nov. 30, 2006.

                          About KB Home

Headquartered in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings affirmed KB Home's 'BB+' Issuer Default Rating.
Fitch also revised KB Home's Rating Outlook to Negative from
Stable.


KITTY HAWK: Selling Freight-Handling Equipment at Jan. 17 Auction
-----------------------------------------------------------------
Kitty Hawk Inc. obtained authority from the U.S. Bankruptcy Court
for the Northern District of Texas to conduct a public sale of
its freight-handling equipment, spare parts, and aircraft
maintenance tools in Fort Wayne, Indiana on Jan. 17, 2008, Bill
Rochelle of Bloomberg News reports.

The Debtor was also authorized to sell other equipment used in
the ground delivery side of its business, Bloomberg News adds.

In December 2007, Bloomberg News relates, the Court approved the
Debtor's application to employ GE Capital Solutions and Starman
Brothers Auctions Inc. as auctioneers.

According to that Bloomberg report, GE Capital Solutions was
authorized to sell the Debtor's trucks and trailers while Starman
Brothers was authorized to sell off the freight handling
equipment, spare parts, and aircraft maintenance tools at the hub
in Fort Wayne, Indiana.

As compensation, Bloomberg said, GE will receive a five percent
commission while charging a ten percent buyer's premium and
Starman will take a four percent commission, with purchasers
paying a five percent premium.

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


LEHMAN BROTHERS: Moody's Junks B2 Rating on $26.776 Mil. Certs.
---------------------------------------------------------------
Moody's Investors Service upgraded these ratings of four classes,
downgraded these ratings of two classes and affirmed these ratings
of four classes of Lehman Brothers Floating Rate Commercial
Mortgage Trust 2006-CCL C2, Commercial Mortgage Pass-Through
Certificates, Series 2006-CCL C2:

  -- Class X, Notional, affirmed at Aaa

  -- Class X-FLP, Notional, affirmed at Aaa

  -- Class G, $13,291,891, Floating, affirmed at Aaa

  -- Class H, $21,150,000, Floating, upgraded to Aa1 from Aa2

  -- Class J, $21,150,000, Floating, upgraded to A1 from A3

  -- Class K, $20,030,000, Floating, affirmed at Baa3

  -- Class L, $18,920,000, Floating, downgraded to Ba3 from Ba2

  -- Class M, $26,776,000, Floating, downgraded to Caa1 from B2

  -- Class GRS $$2,574,143, Floating, upgraded from Baa1 from
     Baa2

  -- Class MTH, $402,240, Floating, upgraded to A3 from Baa1

The Certificates are collateralized by six senior participation
interests in seven properties.  The loans range in size from 6.4%
to 45.1% of the pool based on current principal balances.  As of
the Dec. 17, 2007 distribution date, the transaction's aggregate
certificate balance had decreased by approximately 86.4% to $126.5
million from $932.9 million at securitization as the result of the
payoff of ten loans initially in the pool and partial property
releases associated with the remaining six loans.

The trust contains transitional assets that are undergoing
conversion for sale as residential condominiums.  Classes G, H, J,
K, L and M are pooled classes.  Classes GRS and MTH are non-pooled
classes that depend on the performance of the 88 Greenwich Street
Loan and the Mandalay on the Hudson Loan, respectively.  Moody's
is upgrading classes H and J due to increased credit support from
the loan payoffs and partial property releases.  Moody's is
upgrading non-pooled classes GRS and MTH due to decreased loan
leverage from condominium unit releases from the 88 Greenwich
Street and Mandalay on the Hudson Loans.  Moody's is downgrading
Classes L and M due to the poor performance of the Crossings at
Otay Ranch, Walker Square & Riverbend, Avalon at Seven Hills and
Village Oaks Loans.

The 88 Greenwich Street Loan (45.1%) is secured by 457 residential
units and 51,383 square feet of retail space.  The building was
originally constructed as an office building and was converted to
a rental apartment building in 2002.  It is located in New York
City's Financial District.  The conversion is proceeding in line
with the initial business plan.  Units began to close in July 2007
and to date 171 units have closed (37.4%) and there an additional
65 units (14.2%) under contract.  The average sales price for
these 236 units is $791,620 per unit (approximately $1,131 per
square foot).

The Mandalay on the Hudson Loan (8.5%) is secured by 269
residential units located in Jersey City, New Jersey along the
Hudson River Waterfront.  To date, 166 units (61.7%) have closed
and there are an additional 14 units (5.2%) under contract.  The
average sales price for these 180 units is $519,700 per unit
(approximately $593 per square foot).  The remaining four loans in
the pool are located in soft condominium markets and are
performing below Moody's expectations.  The Village Oaks Loan
(13.6% - 234 units; Tampa, Florida) and the Avalon at Seven Hills
Loan (12.7% - 320 units; Henderson, Nevada) were transferred to
special servicing on Dec. 11, 2007 and Nov. 12, 2007,
respectively.  The Village at Seven Oaks borrower gave notice that
it will not be able to meet future financial obligations
pertaining to the project.

The master servicer for the Avalon at Seven Hills Loan has
advanced the November and December debt service payments.  The
project has been impacted by the weak residential market in the
Las Vegas area.  However, the Henderson submarket is considered to
be stronger than other areas in the Las Vegas MSA.

The Crossings at Otay Ranch Loan (13.6% - 168 units) is located in
Chula Vista, California.  The mezzanine lender has foreclosed on
the mezzanine borrower's interest and intends to complete the
condominium conversion with a new sales team.  To date, 57 units
have been sold (33.9%) with no additional units under contract.
The Walker Square & Riverbend Loan (6.4% - 350 units contained in
two separate properties) is located in Charlottesville, Virginia.
The project is currently 51.4% sold.  However, there is only one
additional unit under contract.


LIBERTY MEDIA: Acquires Control of Bodybuilding.com
---------------------------------------------------
Liberty Media Corporation has acquired control of
Bodybuilding.com.  Terms of the acquisition were not disclosed.
Liberty's interest in Bodybuilding.com will be attributed to the
Liberty Interactive group.

"Bodybuilding.com is a fast growing leader in fitness nutrition e-
commerce and the authentic voice of the bodybuilding community, as
demonstrated by the success of BodySpace, the social network for
body building athletes," Michael Zeisser, senior vice president of
Liberty Media, said.

"We are pleased to welcome entrepreneurs of the caliber of Ryan
DeLuca and his team into the Liberty family.  We look forward to
driving collaboration among Bodybuilding.com and Liberty's
existing e-commerce and television companies," Mr. Zeisser added.

"We are thrilled to join the Liberty Media family and to partner
with their other top-notch commerce companies," said Ryan DeLuca,
Bodybuilding.com CEO.  "Bodybuilding.com is a community-centric,
search driven commerce business that is highly complementary with
many of Liberty's other properties.

"We believe our strength in social networking and our well
established brand relationships will be highly relevant to
Liberty," Mr. DeLuca stated.  "We are committed to working with
Liberty and its affiliate management to pursue numerous mutual,
highly definable and actionable growth opportunities."

                     About Bodybuilding.com

Bodybuilding.com -- http://www.Bodybuilding.com/-- is a sports
nutrition electronic retailer and bodybuilding and fitness site.
Founded in 1999, Bodybuilding.com manages two websites.  Its
"Supersite" is a community of content, social networking, and
advice containing articles, personal pages, videos, and chat
rooms.  Visitors learn about gaining muscle, losing fat, competing
and staying motivated.  Bodybuilding's "Store" is an e-Commerce
and product information site containing over 6,000 products
including supplements, clothing, tanning supplies, accessories and
other bodybuilding products that represent more than 450 brands.
The company had over 100,000 daily and 3,100,000 monthly unique
visitors in November 2007.

                      About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The rating still holds to date.


LUIS MARRERO: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Luis Humberto Pagan Marrero
         dba Granja Los Caobos
         Loyda Sophia Torres Berrios
         dba Oficina Dermatologia
         Urb. Forest Hills
         308 Calle 2
         Bayamon, PR 00959

Bankruptcy Case No.: 07-07729

Chapter 11 Petition Date: December 31, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte Inclan

Debtors' Counsel: Frederic Chardon Dubos, Esq.
                  Frederic Chardon Dubos Law Office
                  HC 3 Box 9551
                  Moca, PR 00676-9556
                  Tel: (939) 717-6923

Total Assets: $127,042

Total Debts:  $2,035,999

Debtors' list of their Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Banco De Desarrolo Economico     Bank Loan           $2,009,500
Para Puerto Rico
P.O. Box 2134
San Juan, PR 00922-2134

                                 Trade Debt              $8,000

Citibank, N.A.                   Bank Loan              $18,499
G.P.O. Box 70163
San Juan, PR 00936-8163


MAGNA ENTERTAINMENT: Taps Ron Charles as Chief Operating Officer
----------------------------------------------------------------
Magna Entertainment Corp. has appointed Ron Charles to the
position of Chief Operating Officer of the Corporation.  Reporting
directly to Frank Stronach, MEC's Chairman and Interim Chief
Executive Officer, Mr. Charles will be responsible for all
operational aspects of MEC's business units, including
horseracing, gaming, XpressBet.com, AmTote International and MEC's
investments in TrackNet Media and HRTV.

Mr. Charles joined MEC in 2004 as Executive Director of MEC
California.  Mr. Charles is a long-time owner and breeder of
thoroughbred race horses and is the past Chairman of the
Thoroughbred Owners of California.

"I am very pleased that Ron has accepted the Chief Operating
Officer position and taken on the added responsibilities that go
along with it," Mr. Stronach stated.  "In addition to his new
corporate responsibilities, Ron will continue to play a vital role
as Executive Director of MEC California.  I have had a chance to
work with Ron for a number of years now and he has my complete
confidence."  Mr. Stronach also noted that "we remain focused on
working to improve MEC's operating results while executing our
debt elimination plan."

"I look forward to taking on this new position," Mr. Charles said.
"The next year or so will be crucial in the development of MEC,
and I am confident that I can play an important role in its future
success.  Frank Stronach has put together an excellent management
team and I look forward to working with them and other industry
stakeholders to address our current challenges and those that lie
ahead."

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. (NASDAQ: MECA;
TSX: MEC.A) -- http://www.magnaentertainment.com/-- acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  MEC also develops, owns and operates casinos in
conjunction with its racetracks where permitted by law.  MEC owns
and operates AmTote International Inc., a provider of totalisator
services to the pari-mutuel industry, XpressBet(R), a national
Internet and telephone account wagering system, as well as
MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC has
a 50% interest in HorseRacing TV(TM), a 24-hour horse racing
television network and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

                       Going Concern Doubt

Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MARASH NUCALAJ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Marash Nucalaj
         Ljulja Nuculovic
         8607 Forest View Drive
         Canton, MI 48187

Bankruptcy Case No.: 08-40009

Chapter 11 Petition Date: January 1, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtors' Counsel: Robert N. Bassel, Esq.
                  Kemp Klein Law Firm
                  201 West Big Beaver
                  6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


MARCAL PAPER: Wants Sale of Assets Exempted from Tax
----------------------------------------------------
Marcal Paper Mills Inc. asks the U.S. Bankruptcy Court for the
District of New Jersey to exempt the sale of its assets from
payment of transfer taxes.

As previously reported in the Troubled Company Reporter, the
Debtor informed the Court of its intent to proceed with an
amended plan of reorganization and sale process.  The Debtor
further told the Court that NexBanc SSB offered $121.6 million for
the assets, which includes a credit bid of $35 million and a
$6 million cash.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Judge Morris Stern approved the Debtor's proposed procedure for
the sale of its business.  Deadline for qualified bidders to
submit competing proposals is set for Jan. 14, 2008, at 12:00
p.m., while a sale hearing is scheduled on Jan. 15, 2008, at 2:00
p.m.

The Debtor discloses that Section 7.4.2 of the Proposed Purchaser
Asset Purchase Agreement provides that "a closing on the sale
of the assets, including but not limited to the Owned Real
Property, is conditioned upon the entry of an Order from the
Bankruptcy Court which, among other things, declares that the
transactions contemplated by the Proposed Purchaser APA are exempt
from transfer taxes pursuant to Section 1146(a) of the Bankruptcy
Code."

Further, the Debtor says, Section 7.10.2 of the Proposed Purchaser
APA also provides that "... the Transferred Assets to [Proposed]
Purchaser shall not be taxed under any law imposing a recording
tax, stamp tax, transfer tax or similar tax."

The Debtor reminds that it had previously sought for the exemption
in its Sale Motion.

                         Tax Exemptions

The Debtors relates that although the Third Circuit Court of
Appeals has held that the Bankruptcy Code exemption provision
prohibiting a stamp or similar tax on transfers "under a plan
confirmed" does not apply to pre-confirmation sale transactions
[In re Hechinger Investment Co. of Delaware, Inc., 335 F.3d 243,
255 (3d Cir. 2003).], its case is different since the Hechinger
sale occurred a significant amount of time prior to the
confirmation hearing.

The Debtor adds that it intends to file its Amended Disclosure
Statement and Plan of Reorganization shortly, and anticipates that
the Court will schedule a hearing on the confirmation of its
Chapter 11 plan for sometime in February 2008, less than one month
after the Sale Hearing.

Additionally, Illinois statute provides that a transfer of real
property is exempt from state and county realty transfer tax when
a deed is made pursuant to a sale of substantially all of the
assets of a corporation under a plan of reorganization.  Thus, the
Debtor contends, the sale of its assets, including the Chicago,
Illinois Owned Real Property, is exempt from the payment of realty
transfer taxes under Illinois law.

Also, pursuant to N.J.S.A. 46:15-10(g), the New Jersey realty
transfer fee does not apply to a deed by a receiver, trustee in
bankruptcy or liquidation, or assignee for the benefit of
creditors.  Since Section 1107 of the Bankruptcy Code places a
debtor-in-possession in the shoes of a trustee and in accordance
thereto is given the rights and powers of a trustee, it is exempt
from paying the New Jersey realty transfer fee, the Debtor says.
A similar relief, the Debtor explained, was granted in the case of
Beth Israel Hospital Association of Passaic dba PBI Regional
Medical Center.

The Debtor concludes that the sale of the Assets and distribution
of the net proceeds pursuant to its Chapter 11 plan facilitates
and is indeed essential to confirmation of the Chapter 11 plan for
the Debtor, and thus falls within the scope of the exemption
provided for under Section 1146(a) of the Bankruptcy Code.

                    About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725

The Debtor filed an Amended Plan and Disclosure Statement on
July 31, 2007.  The Court approved the adequacy of the Amended
Disclosure Statement on August 1, 2007.  The confirmation hearing
was originally set for Sept. 26, 2007, and later moved to Oct. 19,
2007.  However on Oct. 2, 2007, the Debtor gave notice that it was
going to sell its assets.


MARCAL PAPER: Illinois Balks at Tax Exemption Plea for Asset Sale
-----------------------------------------------------------------
The State of Illinois Department of Revenue asks the U.S.
Bankruptcy Court for the District of New Jersey to deny Marcal
Paper Mills Inc.'s request to sell its assets free from stamp and
similar taxes.

Lisa Madigan, Esq., Illinois Attorney General, tells the Court
that although it had filed a plan of reorganization and amended
plan of reorganization, it had decided to abandon its attempt to
confirm a reorganization plan and instead liquidate its assets.
Ms. Madigan reminds the Court that no liquidating plan has been
filed.

In its request, the Debtor contended that although the Third
Circuit Court of Appeals held that the Bankruptcy Code exemption
provision prohibiting a stamp or similar tax on transfers didn't
apply to pre-confirmation sale transactions [In re Hechinger
Investment Co. of Delaware, Inc., 335 F.3d 243, 255 (3d Cir.
2003)], its case was different was different from that of
Hechinger, citing:

    (1) the sale will take place only a month or so before a
        possible confirmation hearing;

    (2) sale proceeds will be used to fund the plan, and

    (3) the purchaser will assume and pay certain "plan
        liabilities."

Ms. Madigan contends that the Debtor's arguments lack merit.
Nothing in the Hechinger decision turns on the amount of time
between the sale and later plan confirmation whether it is a month
or a year.  Hechinger however, Ms. Madigan adds, requires that the
sale be authorized by the confirmed plan.  In Hechinger, Ms.
Madigan further says, the sales proceeds were used to fund
distributions to creditors under a confirmed liquidation plan.
The fact the purchases may assume certain liabilities as part of
an asset purchase agreement is also no more relevant that
distributing sale proceeds to creditors under a liquidating plan.

The Debtor also fails to cite, and Illinois is not aware of any
case law finding that the state law exemption applies to sale or
transfers made outside of and prior to confirmation of a plan of
reorganization.

                    About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725.

The Debtor filed an Amended Plan and Disclosure Statement on July
31, 2007.  The Court approved the adequacy of the Amended
Disclosure Statement on August 1, 2007.  The confirmation hearing
was originally set for Sept. 26, 2007, and later moved to Oct. 19,
2007.  However on Oct. 2, 2007, the Debtor gave notice that it was
going to sell its assets.


MAXJET AIRWAYS: British Air Offers Alternative Travel to Customers
------------------------------------------------------------------
British Airways is offering passengers of the bankrupt airline
MAXjet Airways Inc. a special New Year's offer to help them have a
happier start to 2008.

The airline is offering customers of the U.S.-based airline booked
to travel after December 24 the opportunity to book Club World
(business class) return tickets from London Heathrow to New York
for 1,000 and London Heathrow to Los Angeles for 1,250.

Steve Cassidy, GM long-haul sales, said: "We understand that this
may be an uncertain time for customers who were booked to travel
with MAXjet.  We are pleased to be able to offer them an
alternative with British Airways."

He continued, "Our special New Year offer is available to any
MAXjet customer who was due to travel after December 24, 2007.

"British Airways offers customers a truly upgraded experience with
our award-winning new Club World cabin, a superior network and
schedule and our frequent flyer programme, the Executive Club,
which rewards our most regular customers when they fly.

"British Airways' 100 million investment in its new Club World is
available on most British Airways flights between London Heathrow
and New York and all flights between London Heathrow and Los
Angeles."

British Air's offer includes:

   -- The British Airways offer is available for sale up to and
      including midnight on Jan. 11, 2008.

   -- Prices include all taxes, fees and charges.

   -- Customers can book with British Airways directly by
      calling 0870-850-9850 in the UK and 1-800-AIRWAYS in the
      U.S.A.

   -- Tickets are non-refundable and non-changeable and require
      a Saturday night stay.

   -- Travel is subject to availability throughout 2008.

   -- Proof of purchase of a MAXjet flight for travel after
      Dec. 24, 2007 is required to qualify for the special fare.

   -- British Airways flies to New York JFK and Newark airports
      from London Heathrow 11 times per day and once a day
      between Manchester and New York JFK.  The airline flies
      three times per day between London Heathrow and Los
      Angeles.

   -- British Airways' frequent flyer programme, the Executive
      Club rewards frequent travellers with - BA Miles that can
      be used for free flights and upgrades.

The 100 million investment in Club World includes:

   -- More comfortable six feet long fully-flat bed that is
      25% wider than the original flat bed.

   -- A new 'z' bed position that extends to six foot six
      inches and allows the body to assume a position similar to
      that in zero gravity, ideal for watching movies.

   -- Electronically operated privacy screens using an
      innovative opaque material, Lumisty.

   -- A laptop locker where customers can stow electronic items,
      a small bag and shoes.

   -- Standard 110v US style in-seat power socket that only
      needs a U.K./U.S.A. adaptor.

   -- An enhanced in-flight entertainment system that allows
      customers to pause, stop, fast-forward or rewind up to
      100 films and TV programmes, and play games on larger
      10-inch digital screens.

   -- An onboard Club Kitchen where customers can enjoy hot and
      cold snacks in between meals.

                      About British Airways

Headquartered in West Drayton, United Kingdom, British Airways
plc -- http://www.ba.com/-- and -- http://www.britishairways.com/
-- operates international and domestic scheduled and charter air
services for the carriage of passengers, freight and mail, and
provides of ancillary services.  The company also operates a
worldwide air cargo business with its scheduled passenger
services.  The company operates international scheduled airline
route networks, comprising some 147 destinations in 75 countries
at March 31, 2007.  The British Airways group consists of British
Airways plc and a number of subsidiary companies including in
particular British Airways Holidays Ltd. and British Airways
Travel Shops Ltd.  BA has offices in India and Guatemala.  British
Airways has operations in the United States.

                       About MAXjet Airways

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl & Jones LLP represents the Debtor in its
restructuring efforts.  The Debtor listed assets between
$10 million and $50 million and debts between $50 million to
$100 million when it filed for bankrutpcy.


MAXJET AIRWAYS: Wants to Sell Non-Core Assets for $50,0000
----------------------------------------------------------
MAXjet Airways Inc. told the U.S. Bankruptcy Court for the
District of Delaware that it intends to sell its non-core
properties on a piecemeal basis while it contemplates on
liquidating core properties, Jacqeeline Palank of Dow Jones/The
Associated Press reports.

The non-core assets to be sold include vehicles, inventory,
computers, office equipment, the report relates.

The Debtor says that the sale will help cut additional legal
expenses since a court's permission is no longer needed in the
sale given that the sale amount will not exceed $50,000, the
report says.

Should the sale exceed $50,000, the Debtor assures to notify
parties and offer 10 days to express objections, if ther are any,
the report reveals.

The Debtor proposes a hearing on the sale set for Jan. 11, 2008,
the report adds.

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl & Jones LLP represents the Debtor in its
restructuring efforts.  The Debtor listed assets between
$10 million and $50 million and debts between $50 million to
$100 million when it filed for bankrutpcy.


MBS-THE TRAILS: Section 341(a) Creditors' Meeting Set for Jan. 23
-----------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
MBS-The Trails Ltd.'s creditors at 1:00 p.m., on Jan. 23, 2008, at
341 Meeting Room - 1100 Commerce Street, Room 976 in Dallas,
Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Based in Metairie, Louisiana, MBS-The Trails Ltd. owns and manages
real estate.  The company and its affiliate, MBS-Fox Chase Ltd.,
filed for Chapter 11 on December 4, 2007 (Bank. N.D. Tex. Case No.
07-45430).  MBS Management Services Inc. filed separate Chapter 11
protection on November 5, 2007 (Bank. E.D. La. Case No. 07-12151
and 07-45431).  J. Robert Forshey and Matthew G. Maben, at Forshey
& Prostok, LLP represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its their
creditors it listed estimated assets and debts between $1 million
to $10 million.


MBS MANAGEMENT: Can Amend Engagement of Heller Draper as Counsel
----------------------------------------------------------------
M.B.S. Management Services Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to amend the engagement of Heller, Draper, Hayden,
Patrick & Horn LLC as their counsel as of Dec. 28, 2007.

MBS Management said that its affiliates are in various stages or
levels of financial distress but were not subject to immediate
foreclosure sales as were MBS South Point Apartments and MBS-Lodge
at Stone Oak Ltd.  The Debtor's debtor-affiliates have requested
and granted the consolidation and joint administration of their
cases with MBS Management.

The amended engagement of the firm will include representation of
South Point and Stone Oak, which have sought Court authority to
employ Heller Draper as their bankruptcy counsel.

On Dec. 13, 2007, the Court authorized the Debtors to hire the
firm as their counsel.

In addition to the original engagement agreement, Heller Draper
will:

   (a) provide legal advice to South Point and Stone Oak with
       respect to their powers and duties as a debtors-in-
       possession in the continued management and operation of
       their business and properties;

   (b) attend meetings with representatives of their creditors
       and other parties-in-interest;

   (c) take all necessary action to protect and preserve the
       estates of South Point and Stone Oak, including the
       prosecution of actions on their behalf, the defense of
       any action commenced against South Point and Stone Oak,
       negotiations concerning litigation in which South Point
       or Stone Oak is involved, and objections to claims filed
       against their estate;

   (d) prepare on behalf of South Point and Stone Oak motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of their estates;

   (e) take any necessary action on behalf of South Point and
       Stone Oak to obtain confirmation of their plans;

   (f) appear before this Court to protect the interests of
       South Point and Stone Oak before the Court;

   (g) perform all other necessary legal services and provide
       other necessary legal advice to South Point and Stone Oak
       in connection with the chapter 11 cases;

   (h) represent South Point and Stone Oak in connection with
       obtaining postpetition financing, if any;

   (i) advise South Point and Stone Oak concerning and assisting
       in the negotiation and documentation of financing
       agreements, cash collateral orders and related
       transactions;

   (j) investigate the nature and validity of liens asserted
       against the property of South Point and Stone Oak, and
       advising South Point and Stone Oak concerning the
       enforceability of said liens;

   (k) investigate and advise South Point and Stone Oak
       concerning, and taking action as may be necessary to
       collect, income and assets in accordance with applicable
       law, and the recovery of property for the benefit estates
       of South Point and Stone Oak;

  (l) advise and assist South Point and Stone Oak in connection
      with any potential property dispositions;

  (m) advise South Point and Stone Oak concerning executory
      contract and unexpired lease assumptions, assignments
      and rejections and lease restructuring and
      recharacterizations;

  (n) assist South Point and Stone Oak in reviewing, estimating
      and resolving claims asserted against their estates;

  (o) commence and conduct litigation necessary and appropriate
      to assert rights held by South Point and Stone Oak,
      protect assets of their chapter 11 estates or otherwise
      further the goal of completing the successful
      reorganization of South Point and Stone Oak; and

  (p) perform other legal services for South Point and Stone Oak
      which may be necessary and proper in this proceeding.

The firm will be paid according to these rates:

        Professional                    Hourly Rate
        ------------                    -----------
        Douglas S. Draper, Esq.             $375
        William H. Patrick, III, Esq.       $375
        Tristan Manthey, Esq.               $325
        Constant G. Marquer, III, Esq.      $325
        Leslie A. Collins, Esq.             $275

        Designation                     Hourly Rate
        -----------                     -----------
        Other Partners                  $375 - $275
        Associates                      $275 - $225
        Paralegal                       $100 - $70

In addition, the Debtors said that it paid Heller Draper received
a $10,000 retainer from South Point and $10,000 from Stone Oak,
for a total of $20,000 (of which $2,078 represents the actual
filing fees for the cases).  The retainer will be held in the
retainer trust account and will serve as security for the payment
of fees and expenses of Heller Draper in accordance with the
revised engagement letter.

To the best of the knowledge of South Point and Stone Oak, Heller
Draper do not represent or hold any interest adverse to the
Debtors or their estates and are disinterested persons.

The firm can be reached at:

         Heller, Draper, Hayden, Patrick & Horn LLC
         650 Poydras Street, Suite 2500
         New Orleans, LA 70130
         Tel: (504) 299-3300
         Fax: (504) 299-3399
         http://www.hellerdraper.com/

Metairie, Louisiana-based M.B.S. Management Services Inc. and its
debtor-affiliates are real estate agents and managers.  The
Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007 (Bankr.
E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey, Esq., Jan
Marie Hayden, Esq., and Douglas S. Draper, Esq. at Heller, Draper,
Hayden, Patrick & Horn and Patrick S. Garrity, Esq., and William
E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent
the Debtors in their restructuring efforts.

M.B.S.-The Trails Ltd. and M.B.S.-Fox Chase Ltd., affiliates of
the Debtor, filed separate chapter 11 petition on Dec. 4, 2007
(Bankr. N.D. Tex. Case Nos. 07-45430 and 07-45431, respectively).
MBS-The Trails and MBS-Fox listed assets and debts between
$1 million and $10 million when the filed for bankruptcy.


MBS MANAGEMENT: Hires J.R. Medlin of FTI Consulting as CRO
----------------------------------------------------------
M.B.S. Management Services Inc. and its debtor-affiliates obtained
authority, on a final basis, from the U.S. Bankruptcy Court for
the Southern District of New York to employ FTI Consulting Inc. as
their independent contractor and provider of officer and staff.

FTI will provide interim management to the Debtors to assist in
their restructuring.  J. Robert Medlin, CPA, will serve as the
Debtor's chief restructuring officer.  Mr. Medlin will assist the
Debtor in its operations and manage their restructuring efforts,
including negotiating with parties-in-interst, and coordinating
the working group of the Debtor's employees and external
professionals who are assisting the Debtor's restructuring.  Mr.
Medlin will have direct oversight and control over the
professionals that will be provided by FTI in the case.

In addition, FTI will:

   a. assist the Debtors in providing and obtaining services
      to and for each of the MBS Partnerships contemplated in
      each management contract with the Debtors;

   b. assist the Debtors in the preparation of financial related
      disclosures required by the Court, including schedules of
      assets and liabilities, statement of financial affairs and
      monthly operating reports;

   c. assist the Debtors with information and analyses required
      pursuant to debtor-in-possession financing including
      preparation for hearings regarding the use of cash
      collateral and DIP financing;

   d. assist with the identification and implementation of
      short-term cash management procedures;

   e. advise and assist in connection with the development and
      implementation of key employee retention and otehr
      critical employee benefit programs;

   f. assist and advise the Debtors with respect to the
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   g. assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of the contracts
      and leases;

   h. assist regarding the valuation of present level of
      operations and identification of areas of potential cost
      savings, including overhead and operating expense
      reductions and efficiency improvements;

   i. assist in the preparation of financial information for
      distribution to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts,
      and analysis of proposed transactions for which Court
      approval is sought;

   j. attend meetings and assist in discussions with potential
      investors, banks, and other secured lendes, any official
      committee appointed in the case, the U.S. Trustee, other
      parties-in-interest and professionals hired, as requested;

   k. analysis of creditor claims by type, entity and individual
      claim, including assistance with development of databases,
      as necessary, to track claims;

   l. assist in the preparation of information and analysis
      necessary for the confirmation of a plan in the case
      proceedings;

   m. assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

   n. render litigate advisory services with respect to
      accounting and tax matters, along with expert witness
      testimony on case related issues as required by the
      Debtors;

   o. pursuant to the management contracts, determine whether
      and of the MBS Partnerships should seek relief under
      chapter 11 of the Bankruptcy Code and execute the
      documents on behalf of the partnerships as may be
      reasonably necessary to effectuate the filings; and

   p. render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the proceeding.

The Debtors will pay FTI at these customary hourly rates:

        Designation                      Hourly Rate
        -----------                      -----------
        Senior Managing Director         $615 - $675
        Director/Managing Director       $450 - $590
        Consultant/Senior Consultant     $225 - $420
        Administration/Paraprofessional   $95 - $180

FTI will also be employed under a general retainer because of the
variety and complexity of the services that will be required
during the proceedings.  The retainer, of which $3,571 is to be
paid by each of the MBS Partnerships totalling about $100,000,
will not be segregated by FTI in a separate account.  The retainer
will be held until the end of the case and applied to FTI's
finally approved fees.

Also, the Debtors will provide Mr. Medlin with D&O insurance
coverage and he will be entitled to the benefit of the indemnities
provided by the Debtor to their officeres and directors.  FTI
professionals not serving as officers of the Debtors will not be
entitled to the indemnification.

Meanwhile, Internationale Nederlanden Groep aka ING has indicated
that it will not consent to entry of order authorizing use of cash
collateral without putting in place a chief restructuring officer
as part of its adequate protection.

The firm can be reached at:

             J. Robert Medlin, CPA
             Senior Managing Director
             FTI Consulting Inc.
             500 E. Pratt Street, Suite 1400
             Baltimore, MD 21202
             Tel: (410) 951-4800
             Fax: (410) 951-4895
             http://www.fticonsulting.com/

Metairie, Louisiana-based M.B.S. Management Services Inc. and its
debtor-affiliates are real estate agents and managers.  The
Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007 (Bankr.
E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey, Esq., Jan
Marie Hayden, Esq., and Douglas S. Draper, Esq. at Heller, Draper,
Hayden, Patrick & Horn and Patrick S. Garrity, Esq., and William
E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent
the Debtors in their restructuring efforts.

M.B.S.-The Trails Ltd. and M.B.S.-Fox Chase Ltd., affiliates of
the Debtor, filed separate chapter 11 petition on Dec. 4, 2007
(Bankr. N.D. Tex. Case Nos. 07-45430 and 07-45431, respectively).
MBS-The Trails and MBS-Fox listed assets and debts between
$1 million and $10 million when the filed for bankruptcy.


MBS MANAGEMENT: Submits Schedules of Assets and Liabilities
-----------------------------------------------------------
M.B.S. Management Services Inc. and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York its schedules of assets and debts disclosing:

   Name of Schedule              Assets        Liabilities
   ----------------            ----------      -----------

   A. Real Property
   B. Personal Property       $12,299,366
   C. Property Claimed
      as Exempt
   D. Creditors Holding
      Secured Claims                             $5,084,222
   E. Creditors Holding
      Unsecured Priority
      Claims
   F. Creditors Holding
      Unsecured Nonpriority
      Claims                                     $4,376,952
   G. Executory Contracts
      and Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenses of
      Individual Debtor(s)
                               -----------       ----------
       TOTAL                   $12,299,366       $9,461,174

Metairie, Louisiana-based M.B.S. Management Services Inc. and its
debtor-affiliates are real estate agents and managers.  The
Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007 (Bankr.
E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey, Esq., Jan
Marie Hayden, Esq., and Douglas S. Draper, Esq. at Heller, Draper,
Hayden, Patrick & Horn and Patrick S. Garrity, Esq., and William
E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent
the Debtors in their restructuring efforts.

M.B.S.-The Trails Ltd. and M.B.S.-Fox Chase Ltd., affiliates of
the Debtor, filed separate chapter 11 petition on Dec. 4, 2007
(Bankr. N.D. Tex. Case Nos. 07-45430 and 07-45431, respectively).
MBS-The Trails and MBS-Fox listed assets and debts between
$1 million and $10 million when the filed for bankruptcy.


MERRILL LYNCH: S&P Maintains Low-B Ratings on Six Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of commercial mortgage pass-through certificates from
Merrill Lynch Mortgage Trust 2004-BPC1.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

As of the Dec. 12, 2007, remittance report, the collateral pool
consisted of 74 loans with an aggregate trust balance of
$1.03 billion, down from 94 loans with a $1.24 billion balance at
issuance.  Midland reported financial information for 98% of the
pool, excluding defeased loans.  Eighty-nine percent of the
servicer-reported information was full-year 2006 and partial-year
2007 data.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.66x, up
from 1.54x at issuance.  There are two loans totaling $19.5
million with the special servicer, J.E. Robert Co. Inc., which are
discussed below.  One is real estate owned and the other is 90-
plus-days delinquent.  All of the remaining loans in the pool are
current.  To date, the trust has not experienced any losses.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $480.9 million (40%) and a weighted average
DSC of 1.83x, compared with 1.70x at issuance.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all were
characterized as "good."

Two of the top 10 exposures exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so.  Details of these exposures are:

  -- The largest exposure in the pool, Bank of America Center,
     is secured by a 1.5 million-sq.-ft. class A office
     building, a 228,200-sq.-ft. class B office building, and a
     64,000-sq.-ft. bank branch building in San Francisco,
     Calif. A $520.0 million interest-only mortgage that is
     split into three pari passu notes encumbers the
     properties. In addition, the borrower's equity interests
     in the real estate secure a $178.3 million mezzanine loan.
     The trust collateral consists of a $130 million A-2 pari
     passu note that makes up 11% of the trust balance. The
     master servicer reported a DSC of 2.40x for the six months
     ended June 30, 2007, and 95% occupancy as of September
     2007. Standard & Poor's underwritten net cash flow (NCF) ]
     has increased 3% since issuance.

  -- The third-largest exposure in the pool is secured by
     3.2 million sq. ft. of the Dallas Market Center, a
     wholesale merchandise trade mart complex in Dallas with
     over 5 million total sq. ft. A $136.4 million mortgage,
     which is split into A-1 and A-2 pari passu notes,
     encumbers the property. The trust collateral consists of
     the $47.6 million A-2 note. The master servicer reported a
     DSC of 2.66x as of year-end 2006 and 91% occupancy as of
     April 2007. Standard & Poor's underwritten NCF has
     increased approximately 21% since issuance due to higher
     rental income.

The master servicer, Midland Loan Services Inc., reported a
watchlist of nine loans with an aggregate outstanding balance of
$90 million (7%), which includes the ninth-largest loan, Prium
Office Portfolio (3%).  This loan is secured by 10 suburban office
properties.  The loan appears on the watchlist due to 81%
occupancy and a DSC of 1.06x as of Dec. 31, 2006. One of the
buildings suffered low occupancy after the largest tenant vacated
when its lease expired in 2006.  The reported occupancy increased
to 89% in December 2007.

Two assets ($19.5 million) are currently with the special
servicer. Both loans are related to MBS Management Services Inc.,
which filed a voluntary petition for reorganization under Chapter
11 in the U.S. Bankruptcy Court.  The Mirada Apartment Homes loan
($14.2 million) is secured by a 252-unit multifamily property in
San Antonio, Texas.  The loan was transferred to the special
servicer in October 2007 when it became 60-plus-days delinquent.
The borrower filed Chapter 11 bankruptcy on Dec. 3, 2007, and
provided evidence that it had entered into an agreement with a
third party to recapitalize the borrowing entity.  The borrower
has 120 days to file a reorganization plan.  The Carlyle Crossing
Apartments loan ($5.3 million) is secured by a 138-unit
multifamily property in Fort Worth, Texas.  This loan was
transferred to the special servicer in October 2007 due to
delinquency.  A receiver is in place,
and the trust has obtained title through a foreclosure sale on
Dec. 4, 2007.

The property suffers from significant deferred maintenance and a
low occupancy of 49% as of November 2007.

Standard & Poor's stressed the loans with the special servicer and
those on the watchlist and other loans with credit issues as part
of its analysis.  Although the resultant credit enhancement levels
support the affirmed ratings, S&P is closely monitoring the
development of the two specially serviced loans.
Further negative developments may prompt Standard & Poor's to take
one or more negative rating actions.

                         Ratings Affirmed

             Merrill Lynch Mortgage Trust 2004-BPC1
Commercial mortgage pass-through certificates series 2004-BPC1

         Class         Rating         Credit enhancement
         -----         ------         ------------------

         A-1           AAA                20.66%
         A-2           AAA                20.66%
         A-3           AAA                20.66%
         A-4           AAA                20.66%
         A-5           AAA                20.66%
         A-1A          AAA                20.66%
         AJ            AAA                12.78%
         B             AA                 10.59%
         C             AA-                 9.55%
         D             A                   8.01%
         E             A-                  7.23%
         F             BBB+                5.94%
         G             BBB                 5.04%
         H             BBB-                3.74%
         J             BB+                 3.23%
         K             BB                  2.84%
         L             BB-                 2.32%
         M             B+                  1.94%
         N             B                   1.68%
         P             B-                  1.42%
         XC            AAA                   N/A
         XP            AAA                   N/A

                        N/A-Not applicable.


MICHAEL MCEVER: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael P. McEver
        304 Wayne Street
        Eatonton, GA 31024

Bankruptcy Case No.: 07-53256

Chapter 11 Petition Date: December 31, 2007

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Douglas L. Price, Esq.
                  Browne & Price, P.A.
                  P.O. Box 328
                  Gordon, GA 31031
                  Tel: (478) 628-2144
                  Fax: (478) 628-5216

Total Assets: $3,689,124

Total Debts:  $10,113,364

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Joe Candler                      Residence Location:   $240,000
(no address)                     304 Wayne Street,    ($750,000
                                 Eatonton, GA          secured)
                                                      ($597,018
                                                   senior lien)

Joseph Frank Specht, Jr.         Personal Loan          $80,000
100 Lakecrest Drive
Milledgeville, GA 31061

Tina G. McEver                   Personal Loan,         $75,000
304 Wayne Street                 Credit Cards
Eatonton, GA 31024

Magnolia State Bank              2006 E350 Mercedez     $40,000
                                 Benz w/ 22,000 miles   (33,912
                                                        secured)

Michale Hermes                   Personal Loan          $35,000

First National Bank              2004 Cadillac          $33,500
                                 Escalade EXT w/       ($21,162
                                 150,000 miles         secured)

The People's Bank                Certificate of         $20,000
                                 Deposit with The      ($15,000
                                 People's Bank         secured)

                                 1983 Jeep Cherokee     $11,000
                                 w/ 300000 miles        ($2,000
                                                       secured)

Amelia E. McEver                 Personal Loan          $25,000

Sam & Lois Greene                Personal Loan          $25,000

Verde Corporation                Residence Location:    $20,425
                                 304 Wayne Street,    ($750,000
                                 Eatonton, GA          secured)
                                                      ($838,934
                                                   senior lien)

Portfolio Recovery Associates    Residence Location:    $17,390
                                 304 Wayne Street     ($750,000
                                 Eatonton, GA          secured)
                                                      ($876,748
                                                    senior lien)

Portfolio Acquisitions, LLC      Credit Card            $16,153

HSBC                             Credit Card            $15,810

Rusty Kidd                       Signature Loan         $15,000

Georgia Department of Revenue    Residence Location:    $11,077
                                 304 Wayne Street,    ($750,000
                                 Eatonton, GA          secured)
                                                      ($885,652
                                                    senior lien)

Capital One                      Credit Card             $8,753

Discover Card Services           Credit Card             $6,728

Daimler Chrysler Financial       Residence Location:     $4,618
Services                         304 Wayne Street,    ($750,000
                                 Eatonton, GA          secured)
                                                      ($881,034
                                                    senior lien)

Putnam County Tax                Residence Location:     $4,286
                                 304 Wayne Street     ($750,000
                                 Eatonton, GA          secured)
                                                      ($876,748
                                                    senior lien)


MICHAEL MURPHY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Michael J. Murphy
         Theresa L. Murphy
         206 Amherst Way Northwest
         Cleveland, TN 37312

Bankruptcy Case No.: 07-15682

Chapter 11 Petition Date: December 31, 2007

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtors' Counsel: Richard L. Banks, Esq.
                  Richard Banks & Associates, P.C.
                  620 Church Street
                  P.O. Box 1515
                  Cleveland, TN 37364-1515
                  Tel: (423) 479-4188

Total Assets: $1,230,828

Total Debts:  $1,417,696

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


MONITOR OIL: Court Approves Dorsey & Whitney as Attorney
--------------------------------------------------------
Monitor Oil PLC and its debtor-affiliates obtained authority from
the United States Bankruptcy Court for the Southern District of
New York to employ Dorsey & Whitney LLP as their attorney.

Dorsey & Whitney is expected to:

   a) advise the Debtors of their rights, powers, and duties as
      debtors and debtors-in-possession under chapter 11 of the
      Bankruptcy Code;

   b) advise the Debtors with respect to, and to take necessary or
      appropriate actions on behalf of the Debtors with respect
      to, protecting and preserving the Debtors' estates,
      including the prosecution of actions on the Debtors'
      behalf, the defense of any actions commenced against the
      Debtors, the negotiation of disputes in which the Debtors
      are involved, and the preparation of objections to claims
      filed against the Debtors' estates;

   c) advise the Debtors with respect to, and to prepare on behalf
      of the Debtors, all necessary or appropriate motions,
      applications, answers, orders, reports, and other papers in
      connection with the administration of the Debtors' estates;

   d) review all financial and other reports to be filed in these
      Chapter 11 cases;

   e) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections;

   f) provide advice, representation and preparation of necessary
      documentation and pleadings regarding debt restructuring,
      bankruptcy issues, postpetition financing, real estate,
      environmental, litigation, tax, compliance with the
      requirements of regulatory authorities, corporate
      governance, transactional, labor and employment, and other
      related general outside counsel matters;

   g) counsel the Debtors with respect to their rights and
      obligations as debtors-in-possession and their powers and
      duties in the continued management and operation of their
      businesses and properties;

   h) take necessary or appropriate actions in connection with a
      plan or plans of reorganization and related disclosure
      statements and all related documents, and such further
      actions as may be required in connection with the
      administration of the Debtors' estates;

   i) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors; and

   j) act as general bankruptcy counsel for the Debtors and to
      perform all other necessary or appropriate legal services in
      connection with these Chapter 11 cases.

The Debtors disclose that they paid $247,740 retaneir fee to the
firm before they filed for bankruptcy.

The firm's professionals and their compensation rates are:

   Professionals                Designations     Hourly Rates
   -------------                ------------     ------------
   Katherine Constantien, Esq.     Partner           $710
   Michael Foreman, Esq.           Partner           $640
   Steven Heim, Esq.               Partner           $500
   Eric Lopez Schnabel, Esq.       Partner           $450

Michael Foreman, Esq., an attorney of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Foreman can be reached at:

   Michael Foreman, Esq.
   Dorsey & Whitney LLP
   250 Park Avenue
   New York, New York 10177
   Tel: (212) 415-9200
   Fax: (212) 953-7201

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil and
gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors of the
Debtors' cases.  As of June 30, 2007, the company disclosed total
assets of $130,000,000 and total debts of $247,800,000.


MONITOR OIL: Hires Akin Gump as Special Counsel
-----------------------------------------------
Monitor Oil PLC and its debtor-affiliates obtained authority from
the United States Bankruptcy Court for the Southern District of
New York to employ Akin Gump Straus Hauer & Feld LLP as their
special counsel.

Akin Gump is expected to:

   a) advise and represent the Debtors with respect to all aspects
      of general corporate, contract, securities, finance and
      other business matters;

   b) advise and represent the Debtors with respect to all aspects
      of assets sale and purchase, securitization, securities,
      debt financing and joint venture transactions including
      without limitation tax, environmental, contract, lease,
      finance, regulatory and post-closing transactions;

   c) advise and represent the Debtors with respect to all aspect
      of various pieces of litigation to which the Debtors are
      parties; and

   d) assist the Debtors' reorganization attorneys from time to
      time.

The firm's professionals and their compensation rates are:

   Professionals                  Hourly Rates
   -------------                  ------------
   Anthony J. Renzi, Jr., Esq.        $695
   J. Eric Crupi, Esq.                $470
   Shouye Hu                          $190

   Designations                   Hourly Rates
   ------------                   ------------
   Attorneys                       $175-$1,050
   Paraprofessionals               $105-$250

Anthony J. Renzi, Jr., Esq., an attorney of the firm, assures the
Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil and
gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  As of June 30, 2007, the company disclosed total
assets of $130,000,000 and total debts of $247,800,000.


MOVIE GALLERY: Court Okays CRG as Committee's Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc. and its debtor-affiliates' bankruptcy cases obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Virginia to retain CRG Partners Group, LLC as its financial
advisors and consultants, nunc pro tunc to Oct. 22, 2007.

CRG Partners is expected to:

   (a) prepare periodic reports and updates to the Committee
       regarding the Debtors' status of postpetition operating
       performance;

   (b) assist in the review of the Debtors' business plan and
       restructuring initiatives;

   (c) assist in the review of the Debtors' evaluations with
       respect to claims analysis, including, among others,
       amounts, classifications and cost and benefit from the
       affirmation of rejection of various non-residential
       leases; and

   (d) render other general business consulting assistance --
       that are non-duplicative with the Debtors' other
       professionals' services -- as deemed necessary by the
       Committee or its counsel.

CRG will be paid based on its hourly rates:

      Designation                  Hourly Rate
      -----------                  -----------
      Managing Partners            $475 - $350
      Partners                     $415 - $450
      Managing Directors           $370 - $415
      Directors                    $275 - $350
      Consultants                  $275 - $300

CRG will also be paid (i) 50% of its hourly rates for travel
time, (ii) $125 per hour for the firm's administrative support
services, and (iii) reimbursement for out-of-pocket expenses
incurred.

T. Scott Avila, a managing partner at CRG, assured the Court that
his firm has no prior connection with the Debtors, their
creditors or any other parties-in-interest.  CRG is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, and does not represent an interest
adverse to the Debtors' estates.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Four Officers Dispose of 99,942 Common Shares
------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, four officers of Movie Gallery, Inc. and its debtor-
affiliates disclosed that they had disposed a total of 99,942 of
their common stock at $0.01 per share around the end of December
2007.

The officers include:

   a) John J. Jump, a director at Movie Gallery, Inc., disposed
      16,333 shares of the Debtors' common stock.  Following the
      disposition, Mr. Jump beneficially owned zero shares of
      Movie Gallery common stock.

   b) James C. Lockwood, a director at Movie Gallery, Inc.,
      disposed 10,000 shares of Movie Gallery common stock.  Mr.
      Lockwood beneficially owned zero shares following the
      transaction.

   c) Page S. Todd, executive vice president, secretary, and
      general counsel for Movie Gallery, Inc., disposed 50,409
      shares of Movie Gallery common stock.  The transaction left
      Mr. Todd with 21,666 beneficially owned shares.

      Mr. Todd also disposed of 1,215 of Movie Gallery shares at
      $0.01 per share.  Mr. Todd indirectly and beneficially
      owned zero shares "as custodian for daughter" following the
      transaction.

   d) Mark S. Loyd, executive vice president and CMO at Movie
      Gallery, Inc., disposed 21,985 shares of Movie Gallery
      common stock.  Following the transaction, Mr. Loyd
      beneficially owned 21,666 shares.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Judge Tice Approves Lease Termination Procedures
---------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved the Lease Termination
Agreement Procedures relating to Movie Gallery Inc. and its
debtor-affiliates' unexpired leases.

The Court ruled that the LTA Procedures will be subject to the
terms of the Secured Superpriority Debtor-in-Possession Credit
and Guaranty Agreement dated as of October 16, 2007.

Further, the agents and lenders under the DIP Credit Agreement
will not be required to object to any proposed termination in
order to preserve their rights and remedies, provided that the
approval of any proposed termination does not modify the DIP
Credit Agreement in any respect.

As reported in the Troubled Company Reporter Dec. 7, 2007, the
Debtors emphasized that the LTAs will minimize their postpetition
obligations, but will not come at the expense of counterparties'
rights to the leases and other parties in interest, as each
agreement entered into by the Debtors will require mutual consent
from the lessor.

Specifically, the Debtors will evaluate potential LTAs with the
aid of their advisors, negotiate with the lessors, and enter into
the agreements that represent commercially viable transactions.
Hence, the transactions contemplated by the LTA Procedures will
be conducted in good faith and at arm's-length, the Debtors
assure.  Furthermore, the LTA Procedures allow the Debtors and
Lessors to mutually negotiate and consent to set off various
obligations without further Court authority through an LTA thereby
saving all parties substantial legal expense to effect otherwise
valid set-offs.

Judge Tice clarified that the order does not authorize the
Debtors to breach any obligations to GE Commercial Finance
Business Property Corporation.  Similarly, the order is not
deemed to affect GE Commercial's or any parties' right to assert
any claims against the Debtors.

                       About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors selected Robert J.
Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


NASDAQ STOCK: Moody's Expects to Put Ba1 Rating on New $1.5BB Loan
------------------------------------------------------------------
Moody's Investors Service commented on the likely outcome of its
rating review of The NASDAQ Stock Market Inc.  This review
commenced on Sept. 20, 2007 and reflects the pending merger
between NASDAQ Stock Market, Inc. and OMX AB, which is expected to
close in February 2008.

Contingent upon the merger becoming effective, Moody's is likely
to upgrade NASDAQ's corporate family rating to Ba1 from Ba3 and
assign a positive outlook.  Moody's expects to assign a rating of
Ba1 to a new five year senior secured term loan of $1.5 billion,
as well as a $75 million revolving credit facility.  Moody's also
anticipates assigning a Ba2 rating to $625 million of senior,
unsecured notes.  These offerings will help finance the upcoming
OMX merger as well as NASDAQ's planned acquisition of the
Philadelphia Stock Exchange.  When the merger with OMX is
completed, NASDAQ is expected to change its name to The NASDAQ OMX
Group Inc.

Moody's said that the expected Ba1 corporate family rating on
NASDAQ OMX will reflect the firm's important exchange franchise in
the United States, its expansion into the Nordic European region
via the OMX merger and its expansion into derivatives through the
Philadelphia Stock Exchange acquisition.  The rating also reflects
the operating leverage of the exchange business model and the
potential for further profit improvement resulting from cost
saving opportunities presented by these corporate transactions.

"These mergers offer cost-saving opportunities and diversify
revenues.  A successful execution would also position NASDAQ OMX
to participate in future exchange consolidation," said Peter
Nerby, a Senior Vice-President at Moody's.

Moody's cautioned that NASDAQ has demonstrated a willingness to
increase leverage to pursue exchange consolidation in the past.
"Management's tolerance for leverage will remain an important
rating factor," said Nerby.

Moody's said the future ownership stake of Borse Dubai in NASDAQ
OMX is a neutral factor in the rating.

The rating agency also noted that NASDAQ OMX will continue to face
fierce competition for cash equities order flow from traditional
exchange rivals, new trading platforms, as well as from major
investment banks.  Moreover, the recent introduction of MiFID in
the European markets may expose incumbent European exchanges to
greater competition for order flow. Maintaining order flow and
market share will be an important driver of cash flow in the
future, said Moody's.

The positive outlook reflects Moody's view that should management
successfully integrate the to-be-combined entities, as well as
achieve projected cost synergies this would be a credit positive.
However, substantial execution risk remains. Additionally, for the
rating to move higher Moody's stated that it believes NASDAQ OMX
management would need to demonstrate a reduced tolerance for
assuming financial risk.  An unsuccessful merger execution or a
sharp increase in leverage could lead to a downgrade.

These ratings remains under review for possible upgrade:

  -- The NASDAQ Stock Market Inc Corporate Family Rating -- Ba3
  -- The NASDAQ Stock Market Inc reported earnings of
     $365 million in the quarter ended Sept. 30, 2007.


NATIONAL RV: Wants to Hire Klee Tuchin as Bankruptcy Counsel
------------------------------------------------------------
National R.V. Holdings Inc. and its debtor-affiliate, National
R.V. Inc., ask authority from the U.S. Bankruptcy Court for the
Central District of California to employ Klee, Tuchin, Bogdanoff &
Stern LLP as their bankruptcy counsel effective Nov. 30, 2007.

The firm is expected to:

    (a) advise the Debtors regarding matters of bankruptcy law;

    (b) represent the Debtors in proceedings or hearings in the
        Court invloving matters of bankruptcy law;

    (c) assist the Debtors with the negotiation, documentation
        and any necessary Court approval of transactions
        disposing of property of the estates;

    (d) advise the Debtors concerning the requirements of the
        Bankruptcy Code, and federal and local rules relating
        to the administration of these cases, and the effect of
        these cases on  the operations of the Debtors; and

    (e) assist the Debtors in the negotiation, preparation,
        confirmation, and implementation of a chapter 11 plan.

KTB&S will bill the Debtors at these rates:

     Designation                Hourly Rates
     -----------                ------------
     Partners                   $450 - $925
     Associates                 $295 - $395
     Paralegals                    $160

Specific professionals have these billing rates:

     Professional               Hourly Rates
     ------------               ------------
     Lee R. Bogdanoff              $725
     Jonathan S. Shenson           $540
     David M. Guess                $295
     Shanda D. Pearson             $185

KTB&S has received approximately $406,857.41 from the Debtors on
account of legal services rendered and expenses incurred.  Of this
amount, the firm has expended approximately $174,499.39  on
account of its prepetition services and expenses.  The Debtors
paid one invoice in the amount of approximately $86,857.41 in
full, and the balance was paid from the Debtors' trust fund
account.

Prior to banktuptcy filing, KTB&S received a retainer in the
original amount of $320,000.

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

The firm can be reached at:

     Klee, Tuchin, Bogdanoff & Stern LLP
     Fox Plaza 2121 Avenue of the Stars
     33rd Floor
     Los Angeles, CA 90067
     Tel: (310) 407-4000

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  The Debtors selected
OMNI Management Group LLC as their claim, notice and balloting
agent.  The U.S. Trustee for Region 16 has yet to appoint
creditors to serve on an Official Committee of Unsecured
Creditors.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NOMURA ASSET: Fitch Junks Ratings on Two Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Nomura Asset
Acceptance Corp. mortgage pass-through securities:

Series 2001-R1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'CCC/DR2' from 'A';
  -- Class B-3 downgraded to 'C/DR5' from 'B'.

Series 2003-A1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AAA';
  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 affirmed at 'BBB';
  -- Class B4 downgraded to 'B' from 'BB', removed from Rating
     Watch Negative.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $53.2 million of outstanding
certificates.

The negative rating actions, affecting approximately
$1.5 million of outstanding certificates, reflect deterioration in
the relationship between future loss expectations and credit
support levels.  As of the November 2007 distribution date, series
2001-R1 has incurred cumulative losses of 0.97% of the original
collateral balance and approximately 12.29% of the remaining pool
balance is 90 or more day delinquent.  The CE for the affected B-2
and B-3 classes is 1.16% and 0.00%, respectively.  Series 2003-A1
has incurred cumulative losses of 0.22% of the original collateral
balance and approximately 4.30% of the remaining pool balance is
90 or more day delinquent.  The CE for the affected B-4 class is
0.75%.

Series 2001-R1, comprised of FHA and VA loans, has a pool factor
of 19% and is 78 months seasoned.  The mortgage loans are serviced
by Atlantic Mortgage and Select Portfolio Servicing, Inc. (rated
'RSS2+' by Fitch).  Series 2003-A1, consisting of fixed- and
adjustable-rate mortgage loans secured by one- to four-family
residential properties, has a pool factor of 17% and is 55 months
seasoned.  Wells Fargo Home Mortgage, Inc. (rated 'RPS1' by Fitch)
is the servicer for series 2003-A1.


OUR LADY OF MERCY: Has Until March 17 to File Chapter 11 Plan
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York further extended the exclusive periods within which
Our Lady of Mercy Medical Center and its debtor-affiliate, O.L.M
Parking Corporation can:

   a) file a Chapter 11 plan until March 17, 2008; and

   b) solicit acceptances of that plan until May 19, 2008.

The Debtors tell the Court that they need more time to close the
sale of substantially all of their assets to Montefiore Medical
Center.  The Debtors said that the Court have already approved on
July 2, 2007, the asset purchase agreement they entered into with
Montefiore Medical.

In addition,  the Debtors are awaiting the approval of State
Hospital and Planning Counsel the Public Health Counsel in
connection with the asset sale, as part of the regulatory approval
process.

The Debtors' exclusive period to file a plan expired on Dec. 31,
2007.

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y. Case Nos.
07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut, Segal &
Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild &
Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


OUR LADY OF MERCY: U.S. Trustee Amends Creditors' Panel Members
---------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, amended the members
of the Official Committee of Unsecured Creditors in the Chapter 11
cases of Our Lady of Mercy Medical Center and its debtor-
affiliate, O.L.M Parking Corporation.

The new Creditors Committee members are:

   a) Combined Coordinating Council, Inc.
      c/o Terrence Kelleher
      14 Penn Plaza, 7 th floor
      New York, NY 10122
      Tel: (212) 643-8100

   b) Archdiocese of New York
      c/o Art Montegari
      1011 First Avenue
      New York, NY 10022
      Tel: (212) 371-1000

   c) 1199 SEIU United Healthcare Workers East
      c/o Yvonne Armstrong
      310 West 43 rd Street
      New York, NY 10036
      Tel: (212) 261-2271

   d) Owens & Minor
      c/o R. Thomas Bernhardt
      9120 Lockwood Boulevard
      Mechanicsville, VA 23116
      Tel: (804) 723-7567

   e) Siemens Medical Solutions USA
      c/o John J. Schwab
      51 Valley Stream Parkway
      Malvern, PA 19355
      Tel: (212) 716-7018

   f) Amerisource Bergen
      c/o Debra Wertz
      100 Friars Boulevard
      Thorofare, NJ 08086
      Tel: (856) 384-7776

   g) Health/ROI
      c/o Robert Jacobs
      344 Main Street, P.O. Box 362
      Metuchen, NJ 08840
      Tel: (732) 906-8700 x 1

   h) Maria Katechis
      (Administrator of Estate of Nikolaos Katechis)
      c/o James Vincent McGovern, Esq.
      26 Broadway, 17 th floor
      New York, NY 10004

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.
Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Based in Bronx, New York, Our Lady of Mercy Medical Center
-- http://www.olmhs.org/-- provides health care services.  The
medical center is a member of the Montefiore Health System and is
a University affiliate of New York Medical College.  The company
and its debtor-affiliate, O.L.M. Parking Corporation, sought
chapter 11 protection on March 8, 2007 (Bankr. S.D.N.Y. Case Nos.
07-10609 and 07-10610).  Frank A. Oswald, Esq. at Togut, Segal &
Segal LLP, and Burton S. Weston, Esq., at Garfunkel, Wild &
Travis, P.C., represent the Debtors in their restructuring
efforts.  The Garden City Group, Inc., is the Debtors' claims and
noticing agent.  Martin G. Bunin, Esq., Craig E. Freeman, Esq.,
and Catherine R. Fenoglio, Esq., at Alston & Bird LLP, represent
the Official Committee of Unsecured Creditors.  Daniel T.
McMurray, of Focus Management Group, is the Patient Care Ombudsman
and is represented by Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C.  When the Debtors filed for protection from their
creditors, they listed total assets of $91 million and total
liabilities of $151 million.


PERFORMANCE PROPERTIES: Co-Owners Want Chapter 11 Case Dismissed
----------------------------------------------------------------
Co-owners of Performance Properties N.Y.C. LLC and Great Storage
LLC ask the U.S. Bankruptcy Court for the Eastern District of New
York to dismiss the Debtors' Chapter 11 cases.

David Manstream, an operating manager and beneficial co-owner of
the Debtor, states that his original business partner and Great
Storage's president, Kevin Kolack, filed the bankruptcy petition
without prior notification and consultation with him.  He argues
that the filing of the petition was unauthorized and beyond the
scope of the partnership's president.

Manstream relates that the Debtor had been formed in 2003
primarily to manage the real estate and pay rent to the property
landlord.  A separate entity, Great Storage, was formed several
months later to handle operation of the actual storage business.

Manstream informs the Court that Kolack seemed to grow
uninterested with the business venture, spending more time with
his acting career and chemistry teaching rather than being with
the business.  Manstream relates that as the first customers
availed of the company's services, it became apparent that Kolack
was unable to deal with the customers and eventually just walked
away from the Debtors' business, temporarily leaving the companies
without financial backing.

Kolack, Manstream, and a new partner, Lisa St. James, rearranged
their ownership of both the Debtor and Great Storage.  The three
became the president, vice-president, and secretary of Great
Storage, respectively.  By 2005, St. James was in total control of
the Great Storage's operations, while the new partnership scheme
allowed Kolack to focus on other ventures.

             Bankruptcy Filing Lacks Entity Authority

M. David Graubard, Esq., at Kera & Graubard, New York City,
counsel for the Debtors, argues that the filing of the petition is
beyond the scope of the presiding officer of an LLC.  Mr. Graubard
reminds the Court that officers of an LLC cannot act beyond their
authority and the filing of a Chapter 11 petition would require
the approval of the operating managers of the LLC.

He further explains that, while most of the case law talks about
the corporations and the board of directors, the governing entity
of an LLC is its operating managers.  Absent the approval of a
board of directors or other authorizing body of the business
entity, the president of an LLC has no authority to file a Chapter
11 petition on his own.

                   About Performance Properties

Performance Properties N.Y.C., LLC and Great Storage, LLC filed
for Chapter 11 protection on Oct. 14, 2007 and Dec. 17, 2007,
respectively (Bankr. E.D. N.Y. Case Nos. 07-45564 and 07-46931).
Wayne M. Greenwald, Esq. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of
$1 million to $100 million.


PINNACLE ENTERTAINMENT: Earns $5 Million in 2007 Third Quarter
--------------------------------------------------------------
Pinnacle Entertainment Inc. reported net income of $5.0 million
for the third quarter ended Sept. 30, 2007.  These results reflect
increased pre-opening and development costs, increased corporate
costs and certain write-offs and other charges, all related to the
company's development activities.  These were offset by an
increase in capitalized interest.

The 2006 third quarter results included a gain on the sale of
certain discontinued operations, which gain was $16.5 million on a
pre-tax basis, and $9.9 million on an after-tax basis.  Inclusive
of such after-tax gain, net income for the 2006 third quarter was
$22.4 million.

For the third quarter ended Sept. 30, 2007, revenues were
$238.4 million and Consolidated Adjusted EBITDA was $47.0 million.
The quarterly results reflect quarterly Adjusted EBITDA at
L'Auberge du Lac as well as the benefit of the December 2006
acquisition of the President Riverboat Casino.

For the third quarter ended Sept. 30, 2006, revenues were
$236.7 million and consolidated Adjusted EBITDA was $54.0 million.
The company benefited in the prior-year quarter from the temporary
closure of numerous casinos along the Mississippi Gulf Coast
following the major hurricanes of 2005.

                        Nine-Month Results

For the nine months ended Sept. 30, 2007, revenues were
$704.1 million and Consolidated Adjusted EBITDA was $137.0 million
compared to revenues of $699.7 million and Consolidated Adjusted
EBITDA of $168.0 million for the prior-year period.

The 2007 nine-month results reflect continued strong performances
at L'Auberge du Lac and Belterra, as well as the benefit of the
December 2006 acquisition of the President Riverboat Casino.
Boomtown New Orleans also performed well on a nine-month basis,
exceeding all comparable prior-year periods except for the first
nine months of 2006, when it benefited from hurricane-related
factors.

On a GAAP basis, net income for the nine months of 2007 was
$17.8 million.  The 2007 results reflect increased pre-opening and
development costs, increased corporate costs and certain write-
offs and other charges that relate to development activities, as
well as a loss on early extinguishment of debt.  These results
were offset by an increase in capitalized interest and an income
tax benefit due to the favorable settlement of certain prior
years' tax-related matters.

GAAP net income for the first nine months of 2006 was
$81.9 million.  The 2006 results included an exceptional
performance at Boomtown New Orleans following the hurricanes, net
proceeds of approximately $44.8 million related to the company's
terminated merger agreement with Aztar Corporation and pre-tax
gains of $27.2 million from the sale of the company's California
card club operations.

"Our properties performed well in the third quarter of 2007, led
by another record quarter at L'Auberge du Lac," said Daniel R.
Lee, Pinnacle's chairman and chief executive officer.  "We look
forward to the December openings of both Lumiere Place and
L'Auberge du Lac's 250-guestroom expansion.  Following initial
ramp-up periods in each case, we expect Lumiere Place to
contribute significantly to our Adjusted EBITDA and the expansion
tower at L'Auberge du Lac to bolster that property's already
strong results.

"We continue to make substantial progress on our other growth
plans," Mr. Lee continued.  "In Baton Rouge, our plans for a hotel
and gaming entertainment complex have been approved by the
Louisiana Gaming Control Board.  The East Baton Rouge Metro
Council has also approved a Feb. 9, 2008, date for a local
referendum vote to seek approval in East Baton Rouge for our
proposed resort, as required under Louisiana law.  Construction
continues on our River City project in St. Louis County, which we
plan to open in the first half of 2009.

"Working drawings are being prepared for the new Sugarcane Bay
resort in Lake Charles, on which we expect to begin construction
in the first quarter of 2008.  We also expect to break ground on
the new hotel at Boomtown New Orleans in the first half of 2008.
As noted, we imploded the Sands as part of the site preparation
for our larger new resort in Atlantic City.  Finally, we recently
submitted a proposal for a new destination casino complex in
Kansas City, Kansas, and look forward to formally discussing our
project with the local officials and the community."

Income from continuing operations decreased to $5.6 million in the
three months ended Sept. 30, 2007, compared to $12.6 million
during the same period last year.

For the three months ended Sept. 30, 2007, the company reported a
loss from discontinued operations of $670,000, net of income tax.
This is principally due to legal and administrative expenses
related to Casino Magic Biloxi and the insurance claims resulting
from Hurricanes Katrina and Rita in 2005 against Allianz Global
Risks US Insurance Company, Arch Specialty Insurance Company and
RSUI Indemnity Company.  The company filed a lawsuit in August
2006 in the United States District Court for the District of
Nevada against these insurance companies and intends to vigorously
pursue its claims under its insurance contracts.

The company reported income from discontinued operations, net of
income taxes of $9.8 million in 2006.  Quarterly results for
discontinued operations in 2006 included a pre-tax book gain of
approximately $16.5 million from the sale of the company's
leasehold interest and related receivables in the Hollywood Park
card club.

                            Liquidity

The company had approximately $352.0 million in cash, cash
equivalents and restricted cash at Sept. 30, 2007.  Of the
company's $625.0 million revolving credit facility, none is
currently drawn and $20.7 million was utilized for outstanding
letters of credit at Sept. 30, 2007.

As of Sept. 30, the company had expended approximately
$350.0 million of the $507.0 million budget for the Lumiere Place
facility.  That leaves most of the company's significant liquidity
and borrowing capacity to be used for construction of other
projects.  Utilization of the credit facility is currently
restricted to $350.0 million by the company's indenture governing
its 8.75% senior subordinated notes, which become callable in
2008.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.14 billion in total assets, $1.07 billion in total liabilities,
and $1.07 billion in total stockholders' 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?26dc

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos
in Nevada, Louisiana, Indiana, Missouri, Argentina and the
Bahamas.  The company also owns a hotel in Missouri.

                          *     *     *

Pinnacle Entertainment Inc. still carries Fitch's 'B' long term
issuer default rating which was placed on March 22, 2007.  Outlook
is Stable.


PRINCETON SKI: Mulls Selling Suburban Stores Next Month
-------------------------------------------------------
Princeton Ski Shop Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
New Jersey to close all of its suburban locations, except one
store in Manhattan, Bill Rochelle of Bloomberg News reports.

According to the report, the Debtors expect to carry out
liquidation sale of the stores next month.

Based in Clifton, New Jersey, Princeton Ski Shop, Inc., dba
Princeton Ski Shops, sells skiing goods and equipment.  The
company and three of its affiliates filed for chapter 11
protection on Nov. 4, 2007 (Bankr. D. N.J. Case Nos. 07-26206
through 07-26209).  Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtors.  When the
Debtors filed for bankruptcy protection, they disclosed estimated
assets and debts from $100,000 to $100 million.


PROPEX INC: S&P Junks Rating on Corporate Credit from 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Propex
Inc. by two notches, including its corporate credit rating to
'CCC' from 'B-'.  The ratings remain on CreditWatch with negative
implications where they were placed on Oct. 8, 2007.

"The downgrade reflects ongoing concerns regarding the company's
ability to improve its subpar financial profile.   These include
operating challenges, such as weak residential construction and
housing markets, and concerns over negotiating relief from
financial covenant violations related to its bank
credit facilities," said Standard & Poor's credit analyst Henry
Fukuchi.

As of Sept. 30, 2007, Propex breached several of its financial
covenants.  The company has been negotiating covenant relief while
exploring other arrangements to address its long-term financing
needs.

The downgrades and CreditWatch listing reflect the continued
uncertainty on whether Propex can execute a favorable financing
plan to resolve its financial covenant violations.

S&P notes that Propex reported approximately $45 million of cash
as of Sept. 30, 2007, but S&P is concerned that the current
difficult operating conditions will result in further
deterioration of the company's liquidity and credit quality if
access to a new or amended credit facility is not competed
soon.

S&P will resolve the CreditWatch upon completion of its review of
Propex's business prospects and its plan to restore an acceptable
level of liquidity.  Continued deterioration in operating
performance resulting in weakening credit metrics and failure to
resolve the current liquidity concerns will result in additional
downgrades.


RELIANT ENERGY: Wants Until February 19 to File Chapter 11 Plan
---------------------------------------------------------------
Reliant Energy Channelview LP and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

   a) file a Chapter 11 plan until Feb. 19, 2008; and

   b) solicit acceptances of that plan until April 21, 2008.

The Debtors tell the Court that they need sufficient time to
formulate and propose a Chapter 11 plan of reorganization to their
creditors.

The Debtors say that they are still working to arrange for a
going-concern sale of substantially all of their assets.  The
Debtors further say that they have contacted more than 115
interested purchaser and approximately 38 parties have signed
confidentiality agreements.

According to the Debtors, the sale transaction will provide
significant recoveries to all stakeholders in their Chapter 11
cases.

A hearing has been set for Jan. 11, 2008, at 11:30 a.m., to
consider the Debtors' request.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  Thomas E. Patterson, Esq., at Klee Tuchin
Bogdanoff & Stern LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The U.S.
Trustee for Region 16 appointed nine creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Benjamin
S. Seigel, Esq., and Paul S. Arrow, Esq., at Buchalter Nemer,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


PSS WORLD: Earns $14.5 Million in Second Quarter Ended Sept. 28
---------------------------------------------------------------
PSS World Medical Inc. reported net income of $14.5 million for
the fiscal 2008 second quarter ended Sept. 28, 2007, compared with
net income of $12.8 million for the three months ended Sept. 29,
2006.

Net sales for the three months ended Sept. 28, 2007, were
$457.9 million, an increase of 7.2%, compared with net sales of
$427.1 million for the three months ended Sept. 29, 2006.  Net
sales for the three months ended Sept. 28, 2007, for the Physician
Business increased by 6.4%, while net sales for the Elder Care
Business increased by 9.1%.  Income from operations for the three
months ended Sept. 28, 2007, was $24.5 million compared with
income from operations for the three months ended Sept. 29, 2006,
of $21.6 million.

Net sales for the six months ended Sept. 28, 2007, were
$896.8 million, an increase of 6.7%, compared with net sales of
$840.2 million for the six months ended Sept. 29, 2006.  Net sales
for the six months ended Sept. 28, 2007, for the Physician
Business increased by 7.0%, while net sales for the Elder Care
Business increased by 6.1%.  Income from operations for the six
months ended Sept. 28, 2007, was $39.0 million compared with
income from operations for the six months ended Sept. 29, 2006, of
$40.3 million.

Net income for the six months ended Sept. 28, 2007, was
$23.2 million, compared with net income for the six months ended
Sept. 29, 2006, of $23.7 million.

David M. Bronson, executive vice president and chief financial
officer, commented, "Profitable revenue growth associated with
momentum in our key business strategies through the first half of
fiscal year 2008 has been offset to some degree with costs of
compliance with drug pedigree legislation.  Acquisition
integration and the investment in the launch of our healthcare
information technology offerings have also been a drag on earnings
in the first two quarters, but should turn positive in the second
half of fiscal year 2008.

"We are reiterating our full year goals for fiscal year 2008 of
$0.81 - $0.85 earnings per diluted share and $63 - $67 million of
cash flow from operations.  Our repurchase of 2.8 million shares
during the second quarter represents an accretive use of cash and
underlines our confidence in achieving continued growth in the
business, while providing a nice return to investors."

At Sept. 28, 2007, the company's consolidated balance sheet showed
$819.7 million in total assets, $447.5 million in total
liabilities, and $372.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?26da

Based in Jacksonville, Florida, PSS World Medical Inc. (NASDAQ:
PSSI) -- http://www.pssworldmedical.com/-- is a national
distributor of medical products to physicians and elder care
providers.

                          *     *     *

PSS World Medical Inc. still carries Standard & Poor's Ratings
Services' BB long-term foreign and local issuer credit ratings,
which were last placed on Aug. 10, 2006.  The rating outlook
remains stable.


RESMAE MORTGAGE: Merrill Lynch's Appeal Stayed Until March 17
-------------------------------------------------------------
The Hon. Mary Pat Thynge of the U.S. District Court for the
District of Delaware approved a stipulation staying the appeal
filed by Merrill Lynch Bank USA, Merrill Lynch Mortgage Lending
Inc. and Merrill Lynch Funding Corp., the American Bankruptcy
Institute Reports citing Bankruptcy Law360.  Merrill Lynch is a
creditor of ResMAE Mortgage Corp.

As ordered by Judge Thynge, Merrill Lynch's appeal is stayed until
a mediation session set on March 17, 2007.

As reported in the Troubled Company Reporter on June 18, 2007,
ResMae emerged from Chapter 11 as an entity wholly owned by RMC
Mortgage Holdings, an affiliate of Citadel Investment Group,
L.L.C.  The Honorable Kevin J. Carey of the U.S. Bankruptcy Court
for the District of Delaware, on June 5, 2007, confirmed the
ResMae's Plan of Reorganization.

According to the reports, after the confirmation, Merrill Lynch
filed an appeal.  The parties had initially agreed to stay the
mediation hearing to Oct. 31, 2007 before moving it to Jan. 15,
2007.

                   About ResMAE Mortgage Corp.

Based in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is a subsidiary of ResMAE Financial
Corp., a specialty finance company engaged in the business
of originating, selling, and servicing subprime residential
mortgage loans.  The company serves the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  It has
regional processing centers nationwide, including Northern and
Southern California, Texas, New Jersey, Illinois, Florida and
Hawaii.

ResMAE Mortgage filed for chapter 11 protection on
Feb. 12, 2007 (Bankr. D. Del. Case No. 07-10177).  Daniel J.
DeFranceschi, Esq. and Mark D. Collins, Esq., at Richards, Layton
& Finger, P.A., represented the Debtor in its restructuring
efforts.  Adam G. Landis, Esq., and Richard Scott Cobb, Esq., at
Landis Rath & Cobb LLP served as counsel to the Official Committee
of Unsecured Creditors.  As of Feb. 28, 2007, the Debtor's balance
sheet showed total assets of $255,429,000 and total debts of
$254,062,000.


SALANDER-O'REILLY: Gets Court OK to Access $870,000 of DIP Funds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Salander-O'Reilly Galleries LLC authority to borrow an
additional $870,000 in postpetition financing from First Republic
Bank, Bill Rochelle of Bloomberg News reports.

The Debtor now has a total postpetition loan of $1.5 million from
First Republic Bank, a prepetition secured creditor, Bloomberg
notes.

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SENDTEC INC: Inks Debt-for-Equity Swap Agreement with Bondholders
-----------------------------------------------------------------
SendTec Inc. said Monday that it reached a non-binding agreement
in principle to exchange all of its Senior Secured Convertible
Debentures, due March 31, 2008 with an outstanding principal
amount of approximately $32.7 million, for shares of a newly
created Series B Preferred Stock.  The exchange is expected to
occur in two separate transactions.

At the first closing, $18,360,000 of the debt will exchange into
preferred stock convertible into approximately 108 million shares
of the company's common stock.  The remaining $14,370,000 of
Senior Secured Convertible Debentures will be exchanged for Series
B Preferred Stock at a subsequent closing conditioned upon,
among other things, a proxy vote to increase the number of
authorized common shares of the Company and completion of a
financing with minimum aggregate gross proceeds to the Company of
$5 million.

In the event the company does not secure the necessary minimum
capital by the second closing, only $3,370,000 of the remaining
$14,370,000 of Senior Secured Convertible Debentures will be
exchanged for Series B Preferred Stock at such closing.

The residual $11.0 million shall remain outstanding as three-year
convertible debt with no coupon; provided, however, that the new
debt shall automatically convert into Series B Preferred if the
company raises minimum aggregate gross proceeds of $5 million any
time within one year of the date of the second closing.

The first closing is expected to occur within thirty days.  The
second closing is subject to, among other things, shareholder
approval to increase the number of authorized shares of Common
Stock to 500,000,000. As part of this restructuring, interest due
on the Debentures as of Nov. 16, 2007, will be paid at the time of
the first closing.  Provided the second closing occurs, no
additional interest will be paid on the Senior Secured Convertible
Debentures after Nov. 16, 2007.

As part of the restructuring, the management team led by Paul
Soltoff, SendTec's Chairman and Chief Executive Officer, has
agreed to invest $900,000 into the company to purchase Common
Stock at $0.12 per share at the time of the first close.

Paul Soltoff Chairman and CEO stated: "After two mergers that left
SendTec with liquidity problems, we believe this proposed
recapitalization will enable SendTec to create long term value for
all of its stakeholders while continuing its growth.  We
anticipate that the completion of this critical restructuring will
provide SendTec with the necessary capital structure and resources
to implement its strategic mission, using its unique capabilities,
to become a major force in multichannel interactive direct
marketing."

Throughout this process, SendTec has continued to win major
advertising clients.  Most recently eDiets.com, the diet delivery
company ranked #1 by epicurious.com, awarded SendTec its agency of
record account.  SendTec will be launching a multi-channel TV-
driven consumer advertising campaign for the eDiets Meal Delivery
Program starting in January 2008.  Paul Soltoff, Chairman and CEO
stated: "This is a major win with a market leader in an important
and growing category."

                        About SendTec Inc.

Headquartered in St. Petersburg, Florida, SendTec Inc. (OTC BB:
SNDN) -- http://www.sendtec.com/-- is a holding company organized
for the purpose of acquiring, owning, and managing various
marketing and advertising businesses, primarily involving the
Internet.  The direct response marketing services business of the
company's wholly-owned subsidiary, SendTec Acquisition Corp., has
been its sole line of business.

                  Defaults on Senior Securities

As reported in the Troubled Company Reporter on Nov. 22, 2007, the
company disclosed in its Form 10-QSB that as of as of Sept. 30,
2007, it was required to have a minimum cash balance of $3,500,000
pursuant to the financial covenants the company is required to
maintain under the modified terms of the Securities Purchase
Agreement with the Debenture holders.  As of Sept. 30, 2007, the
company was not in compliance with this requirement.  In addition,
the company did not make a required interest payment of
approximately $502,000 due on Nov. 1, 2007.  The company's failure
to meet the financial covenants and to make interest payments are
events of default under the Debentures.

Subsequent to Nov. 1, 2007 the company and Debenture holders
representing more than 75%, the required minimum, of the
outstanding principal amount of the Debentures, executed a Letter
Agreement, which among other things, provides that during the
period from the signing of the Letter Agreement until the close of
business on Nov. 16, 2007, the Debenture holders forbear their
right to declare the company in default under the Debentures and
the Securities Purchase Agreement and their right to demand
acceleration of the Debentures.

                        Bankruptcy Warning

If the company is not able to restructure the Debentures or
negotiate a further forbearance, holders of 75% of the principal
amount of the Debentures may elect to declare the company in
default of the Debentures.  If the company is declared in default,
this would have a material adverse effect on the business,
operating results, and financial condition.  In such event, the
company may be forced to restructure, file for bankruptcy, sell
assets, or cease operations, any of which would put the company,
its investors and the value of its common stock, at significant
risk.


SMART BALANCE: Moody's Reviews Low-B Ratings for Likely Upgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the ratings of Smart Balance, Inc., including the company's B3
corporate family rating and B3 probability of default rating.  LGD
assessments are subject to change.  Moody's also assigned a
speculative grade liquidity rating of SGL-2.

        Ratings Placed Under Review for Possible Upgrade

Smart Balance, Inc.

  -- Corporate family rating at B3
  -- Probability of default rating at B3

GFA Brands, Inc.

  -- $20 million 1st lien revolving credit agreement expiring
     in May 2013 at B2

  -- Original $120 million 1st lien Term Loan B maturing in May
     2014 at B2

  -- $40 million 2nd lien Term Loan maturing in November 2014
     at Caa2

                         Rating Assigned

Smart Balance, Inc.

  -- Speculative Grade Liquidity Rating at SGL-2

The review for possible upgrade was prompted by the significant
improvement in leverage and financial flexibility following two
recent capital transactions: (1) the repayment of debt with half
of the approximately $76 million proceeds from the December 2007
redemption of warrants; and (2) the Jan. 3, 2008 forced conversion
of $138.5 million Series A convertible preferred stock to common
stock; Moody's standard analytical adjustments had included 75% of
this preferred stock in debt.   The reduction in funded debt will
also provide cushion under financial covenants.

The speculative grade liquidity rating of SGL-2 (good liquidity)
reflects the expectation that the company will generate relatively
stable earnings and cash flow.  Moody's anticipates that the
company's free cash flow will fund its working capital, capital
expenditure, dividends and scheduled debt payments over the next
12 months.

Moody's review will focus on the company's key initiatives to grow
its brands, especially efforts to increase grocery distribution
from 12 items to 18 in the second quarter; market acceptance of
new products; the potential impact on profit margins and cash flow
from expenses related to recently launched advertising campaigns,
from the ongoing need to fund product innovation for this rapidly
growing company, and from rising commodity input prices
(especially soybeans and canola and palm oils); and financial
policy regarding optimal capital structure and shareholder
enhancement.

Headquartered in Paramus, New Jersey, Smart Balance, Inc. is a
marketer of margarine and several other packaged food products
sold within the functional food category under the Smart Balance
and Earth Balance brands.  The company's products are designed to
provide specific dietary characteristics and benefits to
consumers.  Revenues for the twelve months ended Sept. 30, 2007,
including GFA sales before it was acquired by Smart Balance,
exceeded $165 million.


SOUTHWESTERN ENERGY: Moody's Rates Proposed $400MM Notes at Ba2
---------------------------------------------------------------
Moody's assigned a Ba2 and LGD 4 (53%) rating to Southwestern
Energy Company's proposed $400 million senior unsecured notes
offering.  Simultaneously, given the pending subsidiary guarantees
SWN is granting the existing notes, Moody's upgraded the company's
existing senior unsecured notes to Ba2, LGD 4 (53%) from Ba3, LGD
% (81%). Moody's also affirmed the company's corporate family
rating and probability of default rating at Ba2.  The outlook is
stable.

Proceeds from the proposed notes offering will be used to
refinance current borrowings under the company's $1.0 billion
revolving credit facility.  Under Moody's Loss Given Default
methodology, the new notes are rated at the Ba2 CFR due to their
pari-passu ranking with the credit facility, which is also
unsecured and guaranteed by the operating subsidiaries.

The upgrade of the existing notes assumes that they receive the
same upstream guarantees the new notes and credit facility already
receive.  While the existing notes do not currently possess these
guarantees, those note indentures are being amended to include
this guarantee to eliminate the current structural subordination.
However, if this amendment is not finalized and the structural
subordination remains in place, the existing notes would be
notched back to one notch below the CFR.

The stable outlook assumes that the company's currently high
leverage will improve, and be more in-line with the company's
historically conservative management of leverage.  Moody's expects
that the leverage on the proven developed reserve base of more
than $7.00/boe, which is higher compared to rest of the peer group
Ba2 rated exploration and production companies, will move to and
stay within the $5.00/boe range throughout 2008.

Although the company is expected to again significantly outspend
cash flow in 2008, the stable outlook assumes that through a
combination of strong PD Reserve growth and the raising of capital
via non-core asset sales (like the Arkansas Western Gas utility
and some higher cost E&P properties), as well as other capital
raising initiatives, the company will be able to fund the cash
flow short fall in its spending plan and actually reduce leverage.
Maintenance of the stable outlook also requires that the 2007
year-end results confirm SWN's expectation of the continued trend
of strong proven reserve growth (both PD and proven undeveloped
reserves), that the drillbit finding and development costs are not
in-line with company expectations, and that sequential quarterly
production remains on an upward trend.

The affirmation of the Ba2 rating considers the company's
continued strong organic reserve and production growth for the
three years ended in 2006, which ranks favorably among the E&P
peer group.  The Ba2 also reflects the company's competitive cost
structure which thus far is in-line with the Ba2 peer group, and
the company's track record of timely issuance of common equity to
fund its aggressive drilling program.  The affirmation assumes
that management will continue to actively issue equity to maintain
a leverage profile (on the PD reserves) consistent with the Ba2
rating and management's track record of a conservative leverage
profile.

The Ba2 is tempered by the company's increased leverage that
resulted from its aggressive drilling program focused primarily on
the Fayetteville Shale.  Since 12/31/06, SWN's leverage has gone
from a very low $1.98/boe to more than $7.00/boe pro forma for the
new notes offering.  This level ranks as the highest for the Ba2
rated E&P peer group and is even on the high end for the Ba3 rated
peers.

The Ba2 is also tempered by the company's still small scale and
high level of concentration relative to its peer group despite
significant growth over the past three years.  In terms of total
proved reserves, PD reserves and production, SWN lags the Ba2 peer
group averages, although it has shown significant growth in each
of these categories through 2006 and that trend is expected to
continue when 2007 results are reported.  In terms of
concentration risk, Moody's estimates that 50% to 60% of current
production and more than 40% of proven reserves are derived from
its Fayetteville Shale play.  Although the company has increased
its other core areas, is seeing rising production from the
conventional play within the Fayetteville Shale acreage, and has
other prospects like Jebel and the Marcellus Shale in its property
portfolio, Moody's believes that this concentration risk will
likely increase into 2008 as the company will have spent nearly
$2.0 billion in total capex in the Fayetteville Shale during the
2007 and 2008 timeframe, representing about two-thirds of the
total capital spent during that time.  This risk could be further
magnified if the completion of the first leg of the Rockies
Express pipeline which will bring new volumes into the region,
combined with the areas own rising production could put pressure
on the price differentials and impact the economics of the play.

SWN's liquidity position is adequate as the company will have
approximately $568 million of availability under its unsecured
revolving credit facility pro forma for the notes offering.   This
revolver availability combined with 2008 EBITDAX estimates of
between $825 million and $875 million and a new $200 million
senior unsecured short-term facility that will bridge to close of
its sale of Arkansas Western Gas for about $224 million plus
working capital, should be sufficient to cover planned capex of
nearly $1.5 billion for 2008.  The company is expected to remain
comfortably within the credit facility's maintenance covenants,
thus ensuring accessibility over the next 12 months.   In
addition, the facility does not contain a borrowing base mechanism
which is typical for non-investment grade E&P companies, so the
company is not currently exposed to any borrowing base re-
determinations if natural gas prices were to decline
significantly.

Southwestern Energy is headquartered in Houston, Texas.


SUN COAST: S&P Junks Rating on 1993 Bonds After Chap. 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Largo,
Florida's series 1993 bonds, issued for Sun Coast Hospital, to 'C'
from 'B' after Sun Coast Hospital filed for Chapter 11
bankruptcy on Dec. 28, 2007.  The outlook is negative.

According to management, until the bankruptcy filing, Sun Coast
Hospital had been current on both its monthly principal and
interest payments to the trustee and its semiannual payments to
bondholders.   Management indicates that it intends to make the
next payment to bondholders using trustee held funds; however, any
future payments are subject to bankruptcy court approval.

"The negative outlook reflects a very real possibility that Sun
Coast will not make the March payment to the bondholders, at which
time we will lower our rating on the bonds to 'D'," said Standard
& Poor's credit analyst Cynthia Keller Macdonald.  "If the
acquisition by HCA happens, purchase proceeds and current trustee-
held funds could repay the bonds; however, any disposition of
funds will be subject to bankruptcy court approval."

Sun Coast Hospital has signed an agreement to be acquired by HCA
Inc. (B+) for $19.7 million, and management expects the
transaction to close in the first quarter of this year.
However, regulatory and court approvals will be necessary before
the transaction can be consummated.

The downgrade affects about $21.7 million in rated debt.


SYNOVA HEALTHCARE: Cases Converted to Ch.7 Liquidation Proceedings
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware converted Synova Healthcare Group
Inc. and its debtor-affiliates' Chapter 11 bankruptcy cases to
liquidation proceedings under Chapter 7, after deliberation in an
open court proceeding.

Based in Media, Pennsylvania, Synova Healthcare Group Inc. --
http://www.synovahealthcare.com/-- through its subsidiaries, is
focused on the development, distribution, marketing and sale of
women's healthcare products related to contraception, vaginal
health, menopause management, fertility planning, obstetrics and
personal care.  Synova markets and sells products under the brand
names Today(R) and Fem-V(R).

The company and its affiliates filed for Chapter 11 protection on
Dec. 18, 2007 (Bankr. D. Del. Lead Case No. 07-11889).  Anthony M.
Saccullo, Esq., Edward J. DiDonato, Esq., and Daniel K. Astin,
Esq., at Fox Rothschild, LLP, represent the Debtors in their
restructuring efforts.  The Debtors' consolidated financial
condition as of Dec. 18, 2007 reflected total assets of
$21,261,454, and total liabilities of $26,815,000.


SYNOVA HEALTHCARE: U.S. Trustee Names J. Burtch as Ch. 7 Trustee
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 2, appointed
Jeoffrey L. Burtch as the interim Chapter 7 trustee in Synova
Healthcare Group Inc. and its debtor-affiliates' Chapter 7
liquidation proceedings.

Based in Media, Pennsylvania, Synova Healthcare Group,
Inc. -- http://www.synovahealthcare.com/-- through its
subsidiaries, is focused on the development, distribution,
marketing and sale of women's healthcare products related to
contraception, vaginal health, menopause management, fertility
planning, obstetrics and personal care.  Synova markets and sells
products under the brand names Today(R) and Fem-V(R).

The company and its affiliates filed for Chapter 11 protection on
Dec. 18, 2007 (Bankr. D. Del. Lead Case No. 07-11889).  Anthony M.
Saccullo, Esq., Edward J. DiDonato, Esq., and Daniel K. Astin,
Esq., at Fox Rothschild, LLP, represent the Debtors in their
restructuring efforts.  The Debtors' consolidated financial
condition as of Dec. 18, 2007 reflected total assets of
$21,261,454, and total liabilities of $26,815,000.


TITANIUM METALS: Earns $53.7 Million in 2007 Third Quarter
----------------------------------------------------------
Titanium Metals Corporation reported net income of $53.7 million
for the third quarter ended Sept. 30, 2007, compared to net income
of $54.2 million for the quarter ended Sept. 30, 2006.

The company's net sales increased 9% to $297.3 million during the
third quarter of 2007 compared to $271.8 million during the third
quarter of 2006 due primarily to increases in average selling
prices.

Operating income for the third quarter of 2007 was $81.3 million
compared to $84.6 million during the same period in 2006.
Operating income was effected by increases in certain raw material
costs, including titanium sponge and scrap, higher production
costs associated with the shift in the company's product mix to a
greater percentage of mill products, including a higher mix of
aerospace plate and sheet products, as well as the impact of
higher costs associated with additional equipment maintenance
during the third quarter of 2007.

Operating income comparisons were also impacted by the December
2006 sale of the company's interest in the VALTIMET joint venture,
which provided $4.8 million of equity in earnings in the third
quarter of 2006.

Steven L. Watson, vice chairman and chief executive officer, said,
"We achieved record levels of net sales and operating income in
the first nine months of 2007, reflecting strong demand for
titanium metal across all major market sectors.  These strong
operating results were largely driven by higher selling prices for
both melted and mill products as well as favorable changes in
product mix.  We expect current industry-wide demand trends to
continue for the foreseeable future, and we do not anticipate the
outlook being significantly impacted by the recently announced
delay of the initial deliveries of the Boeing 787 commercial
aircraft."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.38 billion in total assets, $265.2 million in total
liabilities, $22.1 million in minority interest, and $1.09 billion
in total stockholders' 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?26dd

                   About Titanium Metals Corp.

Based in Dallas, Texas, Titanium Metals Corp. (NYSE: TIE) --
http://www.timet.com/-- is a producer of titanium metal products.
The company produces titanium sponge, melted products and a
variety of mill products for commercial aerospace, military,
industrial and other applications.


                          *     *     *

Titanium Metals carries Moody's Investors Services' Caa1 issuer
rating and B3 Long-Term corporate family rating.


TODD CURRY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Todd F. Curry
        Attention: Gordon Curry
        P.O. Box 6053
        Falmouth, ME 04105

Bankruptcy Case No.: 08-20012

Chapter 11 Petition Date: January 4, 2008

Court: District of Maine

Debtor's Counsel: Steven E. Cope, Esq.
                  One Union Street
                  P.O. Box 1398
                  Portland, ME 04104
                  Tel: (207) 772-7491
                  Fax: (207) 772-7491

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


TROPICANA ENT: Moody's Reviews Rating on Denied License Renewal
---------------------------------------------------------------
Moody's continues its review of the ratings for Tropicana
Entertainment LLC's and Tropicana Las Vegas Resort & Casino, LLC's
for possible downgrade.  This includes Tropicana LLC's corporate
family rating of Caa1 and Speculative Grade Liquidity rating of
SGL-4.  It also includes Trop Las Vegas' corporate family rating
of B3.  Although the near term default probability is slightly
lower as a result of Tropicana's Dec. 21, 2007 agreement with its
bank lenders to, among other things, forbear for up to one year
from declaring a default under the senior credit facilities, the
Company's ratings continue to face downward rating pressure.

Tropicana Entertainment LLC, headquartered in Kentucky, is a
privately owned gaming company that, together with certain
affiliates (Affiliated Casinos) of the Yung family, owns and
operates eleven casino properties.  Ten of these casino properties
form the Restricted Group which constitutes the primary borrowing
entity and credit support for the ratings described in this
comment.

The review for downgrade was precipitated by the refusal by the
New Jersey Casino Control Commission to renew the Company's
license to operate the Tropicana Casino and Resort in Atlantic
City, New Jersey (about 44% of restricted group EBITDA).  As a
result, the property will remain under the control of a trustee
until its sale to a third party can be arranged.  Tropicana also
announced it will sell its riverboat in Evansville, Indiana (about
12% of restricted group EBITDA) and use proceeds from the sale of
the Atlantic City, Evansville, and Vicksburg properties to repay
outstanding loans under its bank credit facilities.

There are a number of near-term events that could occur that would
require the company to renegotiate the Forbearance Agreement,
Consent and Waiver with its senior lenders or risk default.  These
events are outlined below.

1. The Agreement terminates if the sale of the Atlantic City
   property occurs prior to the sale of the Evansville
   property.

2. It is a default under the Agreement, if by June 10, 2008,
   Tropicana has not entered into binding definitive agreements
   to sell both the Atlantic City and Evansville properties for
   net proceeds at least equal to 90% of total senior bank
   loans outstanding, unless Tropicana receives equity proceeds
   from its parent in an amount sufficient to pay interest on
   its subordinated notes due June 15, 2008.

3. If asset sale proceeds are insufficient to fully repay the
   senior credit facilities, the Company will need to seek
   further amendments or waivers from its lenders.

4. New Jersey regulations require the Atlantic City property to
   be sold within 120 days of the revocation (April 2008),
   although this time period could be extended at the
   regulators' discretion.

As well, there are a number of additional considerations that
create downside rating risk including:

a. A requirement in the Agreement that Tropicana maintain
   compliance with minimum EBITDA levels, as defined.  Although
   the Company has a reasonable chance of maintaining
   compliance, particularly given the existence of cure
   provisions via equity issuance, the cushion is modest in
   light of challenging operating conditions in a number gaming
   markets.

b. The absence of control over the sale of the Atlantic City
   property, as well as the possibility Indiana and Louisiana
   regulators could revoke the Company's gaming licenses that
   could hamper its ability to maximize asset sale proceeds.
   Such a license revocation could occur as Indiana and
   Louisiana law gives them the right -- albeit not the
   obligation -- to revoke Tropicana's licenses in those states
   upon issuance of a final order regarding license non-
   renewal.  Currently, Tropicana , as a matter of right, is
   appealing the NJCCC decision.  Moody's notes that the
   lenders have agreed to forbear if Tropicana's licenses in
   either state is revoked.

c. Assuming net asset sale proceeds are sufficient to fully
   repay the senior credit facilities, Tropicana's credit
   profile will deteriorate as a result of smaller scale, lower
   asset diversification, and possibly higher leverage and
   lower interest coverage.

The ratings will remain on review for possible downgrade given the
number of near term milestones that could result in the need for
further accommodation from creditors, as well as challenging
operating conditions that could cause further deterioration in
already weak credit metrics.  Moody's expects to comments on the
ratings as events unfold.  The ratings would come under downward
pressure if operating results do not begin to improve over the
next three months, if assets sale proceeds are materially below
expected levels of at least $1.3 billion, if the company is unable
to obtain any additional waivers or covenant relief from its
lenders, or if liquidity erodes further.

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group.  The
properties are located in Atlantic City, New Jersey, Baton Rouge,
Louisiana, and Vicksburg and Greenville, Mississippi, Laughlin and
Lake Tahoe, and Las Vegas, Nevada and Evansville, Indiana.


UNITEDHEALTH GROUP: Subsidiary Inks Strategic Alliance with ACS
---------------------------------------------------------------
Affiliated Computer Services Inc. and Ingenix, a UnitedHealth
Group Inc. subsidiary, have disclosed a strategic alliance to
provide Medicaid Management Information Systems decision support
solutions to state governments.

Under the terms of the alliance agreement, the two companies
will work with each other to supply decision support solutions
for Affiliated Computer's state Medicaid Systems initiatives.
Affiliated Computer will license its portfolio of federally
certified decision support technologies to Ingenix, which will
provide its Medicaid Systems clients with a broad array of
decision support methodologies, software applications, and
related consulting services.  Decision support systems analyze
data to help health administrators assess Medicaid program
status, analyze healthcare policy, monitor budget trends and
measure program performance.

"This partnership allows us to enhance our current systems and
deliver better service to our Medicaid clients," said Affiliated
Computer senior vice president and managing director, Government
Healthcare Solutions, Christopher T. Deelsnyder.  "Combining
Ingenix' innovative decision support capabilities with ACS'
technologies strengthens our ability to streamline and improve
the delivery of healthcare in Medicaid programs."

Impact Pro for Care Management is Ingenix' innovative platform
for helping state Medicaid programs better identify and manage
both chronic and acute health conditions.  This predictive
modeling and care management tool is currently being used by the
ACS-Ingenix alliance to support the State of Mississippi's
Division of Medicaid.

"This relationship brings together an unparalleled set of data,
technology and experience that will increase efficiency, reduce
costs and improve care outcomes for Medicaid recipients and the
state governments that manage their health services," said
Ingenix chief executive officer, Andy Slavitt.  "Together, we
will offer a unique set of solutions that will help us grow our
respective businesses by giving our clients a suite of services
that meet their expectations."

                About Affiliated Computer Services

Headquartered in Dallas, Affiliated Computer Services Inc.
(NYSE: ACS) -- http://www.AffiliatedComputer-inc.com/--
provides business process outsourcing and information technology
solutions to world-class commercial and government clients.  The
company has more than 58,000 employees supporting client
operations in nearly 100 countries.  The company has global
operations in Brazil, China, Dominican Republic, India,
Guatemala, Ireland, Philippines, Poland, and Singapore.

                         About Ingenix

Ingenix -- http://www.ingenix.com/-- a wholly owned subsidiary of
UnitedHealth Group Inc. (NYSE: UNH), transforms organizations and
improves health care through information and technology.
Organizations rely on its innovative products, services and
consulting to improve the delivery and operations of their
business.

                    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.


URS CORP: Bags $60-Mil. Contract for Unmanned Aircraft Program
--------------------------------------------------------------
URS Corporation's EG&G Division has been awarded an indefinite
delivery/indefinite quantity contract to provide engineering and
program management services for the Joint Unmanned Aircraft
Systems Center of Excellence at Creech Air Force Base, Nevada.
The three-year contract has a maximum value of $60 million to
URS.

Under the terms of the contract, URS can be assigned task orders
for a variety of engineering and program management services,
including logistics, test and evaluation management, modeling
and simulation, as well as administrative, contract, financial,
data and security management.

Commenting on the contract, Randall A. Wotring, President of the
EG&G Division, said: "We are very pleased with this award, which
underscores the Company's position as a leader in providing
advanced engineering, logistics and program management services
to the U.S. Department of Defense.  URS has been providing
Predator Maintenance Support services at the Creech Air Force
Base since 2005, and we are excited to have the opportunity to
expand our work at the base."

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- offers a comprehensive
range of professional planning and design, systems engineering
and technical assistance, program and construction management,
and operations and maintenance services for transportation,
facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and
logistics, and defense systems.  The company operates in more
than 20 countries with approximately 29,500 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the
chemical, pharmaceutical, oil and gas, power, manufacturing,
mining and forest products industries.  The company also has
offices in Argentina, Australia, Belgium, China, France,
Germany, and Mexico, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Moody's Investors Service has downgraded the Corporate Family
Rating of URS Corporation to Ba2 from Ba1 following the company's
acquisition of Washington Group International, Inc.  Moody's said
the ratings outlook is stable.


VICTORIA FINANCE: Declining Asset Value Cues S&P's Rating Cut
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
ratings on Victoria Finance Ltd. and Victoria Finance LLC, two co-
issuing structured investment vehicles.  Standard & Poor's also
lowered its ratings on Victoria's commercial paper and medium-term
notes.  The ratings remain on CreditWatch negative where they were
placed Oct. 31, 2007.

The downgrades reflect the significant decline in the market value
of the asset portfolio, which has a high concentration of
collateralized debt obligations, including those with corporate,
residential, and commercial real estate exposure. The current net
asset value (NAV) is approximately 21%.

The NAVs, as reported in Standard & Poor's weekly surveillance
reports, imply that the senior notes would be paid in full if the
assets are liquidated at those reported market values and, thus,
repay the maturing senior liabilities in full.

In December 2007, a rating trigger on the senior debt was
breached, which would have placed the vehicle in the enforcement
mode of operations.  However, a waiver from senior creditors meant
that the vehicle did not have to move into this mode.  That waiver
is expected to expire.  If it is not
extended, the vehicle will enter the enforcement mode of
operations.

Once in enforcement mode, the enforcement manager will determine
the next steps for the vehicle.  Standard & Poor's will continue
to monitor the vehicle and additional rating actions are likely to
follow.

The ratings reflect these potential actions:

  -- Senior creditors elect on a formal standstill agreement
     and, therefore, suspend payment maturity dates until a
     date certain;

  -- Senior creditors elect tacitly to a standstill by agreeing
     to allow the vehicle to enter enforcement and to defer
     senior payments and resolve when senior creditors wish to
     be repaid;

  -- Senior creditors elect to allow the vehicle to enter
     enforcement, and the security trustee, in consultation
     with an enforcement manager, decides on the next actions
     to be taken (payment dates could occur and result in
     technical default);

  -- Senior creditors elect to allow the vehicle to enter
     enforcement, and the security trustee in consultation with
     an enforcement manager decide to liquidate the portfolio
     and are able to repay senior creditors in full; or

  -- Senior creditors elect to allow the vehicle to enter
     enforcement, and the security trustee, in consultation
     with an enforcement manager, decide to liquidate the
     portfolio and are unable to repay senior creditors in full
     due to further erosion in the value of the asset
     portfolio.

The outstanding amount of Victoria's senior debt is approximately
$6.046 billion (including approximately
$225 million of committed liquidity facility to be repaid), and
the outstanding amount of its subordinated junior notes is
approximately $777 million.  It should be noted that the majority
of senior payments due later this week are to liquidity facility
providers whose repayment dates have arrived.  Of the $275.2
million coming due by the end of
this week, $225.0 is owed to liquidity banks.  The liquidity bank
documents reflect ratings triggers that result in enforcement, and
the banks have maintained the requirement for those ratings
triggers.  It is their waiver that expires.

The SIV is managed by Ceres Capital Partners, which is responsible
for purchasing assets, managing the portfolio, and overseeing the
issuance of CP and MTNs.

                          Ratings Lowered

         Victoria Finance Ltd. And Victoria Finance LLC

                                    Ratings
                                    -------

                           To                     From
                           --                     ----

Issuer credit          B-/Watch Neg/B         AA/Watch Neg/A-1+
CP                     B/Watch Neg            A-1+/Watch Neg
MTNs/senior notes      B-/Watch Neg           AA/Watch Neg


VIKING SYSTEMS: Sept. 30 Balance Sheet Upside-Down by $22 Million
-----------------------------------------------------------------
Viking Systems Inc. released its financial results for the quarter
ended Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $5,276,079 and total liabilities of $27,703,867, resulting in a
stockholders' deficit of $22,427,788.  Deficit at Dec. 31, 2006,
was $11,681,571.

For the quarter ended Sept. 30, 2007, the company reported
$6,231,238 net loss on $1,856,162 net sales, compared with
$1,501,248 net income on $1,514,591 net sales for the same period
in 2006.

For the nine months ended Sept. 30, 2007, the company had sales of
$6,630,751 compared with sales of $3,652,615 for the nine months
ended Sept. 30, 2006.  This represents an increase of $2,977,410,
or 82%.  Sales to individual customers exceeding 10% or more of
revenues in the nine months ended Sept. 30, 2007 were to three
customers who accounted for 21%, 19%, and 14% of revenues,
respectively.  The increase in sales for both the three and nine
month periods ended Sept. 30, 2007, as compared with the same
periods in the prior year, was due to increased sales of the
company's 3-D vision systems and increased volume of cameras and
related components sold to OEM customers.

The company had gross profit of $257,329, or 14% of total
revenues, for the three months ended Sept. 30, 2007 and gross
profit of $502,037, or 33% of total revenues, for the three months
ended Sept. 30, 2006, representing a decrease of $244,708.  The
decrease in gross profit and gross profit as a percentage of sales
was due to higher concentration of sales of lower margin OEM
products during the current quarter.

The company had gross profit of $1,617,147, or 24% of total
revenues, for the nine months ended Sept. 30, 2007 and gross
profit of $1,007,361 or 28% of total revenues, for the nine months
ended Sept. 30, 2006, representing an increase of $609,786.  The
increase in gross profit during in the first nine months of 2007
as compared with same period in 2006 was due to higher sales.

Based in La Jolla, California, Viking Systems, Inc. (OTCBB: VKSY)
-- http://www.vikingsystems.com/-- provides 3D endoscopic vision
systems to hospitals for minimally invasive surgery.  Viking is
leveraging that position to become a market leader in bringing
integrated solutions to the digital surgical environment.  The
company's focus is to deliver integrated information,
visualization and control solutions to the surgical team,
enhancing their capability and performance in MIS and complex
surgical procedures.

Squar, Milner, Peterson, Miranda & Willamson LLP raised
substantial doubt about the ability of Viking Systems, Inc. to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations through Dec. 31, 2006, and working capital deficit at
Dec. 31, 2006.


WASHTENAW MORTGAGE: Fixes December 31 as Claims Bar Date
--------------------------------------------------------
The Washtenaw Group, Inc. and Washtenaw Mortgage Company disclose
that entitites currently holding a claim against the companies
have until Dec. 31, 2008, to file their proofs of claim.

The proofs of claim must be filed at:

      The Washtenaw Group, Inc.
      Attn: Dissolution Claims
      P.O. Box 940
      Hamburg, MI 48139

The companies had been dissolved by action of its shareholders
effective February 2007, and certificates of dissolution for each
entity were filed on Dec. 26, 2007.  Both companies have been
involved in class action suits in 2003 for alleged predatory
lending practices and questionable payment methods.


WENDY'S INT'L: Reports Preliminary Same-Store Sales in 4th Quarter
------------------------------------------------------------------
Wendy's International Inc. disclosed Friday preliminary average
same-store sales results for the fourth quarter of 2007, which
ended on Sunday, December 30.

Average same-store sales at U.S. company restaurants decreased
0.8% for the quarter, compared to a 3.1% increase during the same
quarter a year ago.  2007 full-year average same-store sales at
U.S. company restaurants increased 0.9%.

Average same-store sales at U.S. franchise restaurants increased
0.2% for the quarter, compared to a 2.7% increase during the same
quarter a year ago.  2007 full-year average same-store sales at
U.S. franchise restaurants increased 1.4%.

"Although we made progress during the fourth quarter, I am not
satisfied by our same-store sales results," said chief executive
officer and president Kerrii Anderson.  "We are addressing this
challenge in 2008 by concentrating more resources to grow the top
line with new products, customer service initiatives and
advertising that will more effectively highlight Wendy's(R)
superior quality."

During the fourth quarter, Wendy's promoted its Jalapeno Cheddar
Double Melt premium hamburger with toppings melted in the middle
of two fresh, never frozen beef patties.  In addition, Wendy's
highlighted its Combo Choices which allows customers to mix-and-
match their favorite sandwich, drink and choice of a side item -
French fries, baked potato, side salad, Caesar side salad, chili,
or Mandarin oranges.

"Our enhanced strategic plan - 'Doing What's Right for Our
Customers' - leverages our strong history of quality and
innovation and is focused on core menu development in hamburgers,
chicken sandwiches and salads, as well as our total value
strategy," said Anderson.  "It also emphasizes opportunities to
grow our beverage, snack, late night and breakfast business.

"Our plan is focused on attracting new and important customer
segments while we generate growth with a back-to-basics emphasis
on how we are different, special and better," added Anderson.

Wendy's recently introduced its new Stack Attack(TM) double
cheeseburger featuring two fresh, never frozen beef patties with
cheese in the center, topped with mayonnaise and ketchup - at an
appealing price to customers of 99 cents.

"The new 99-cents Stack Attack is just one component of our
strategic approach that will broaden the way people think about
value from Wendy's," said Paul Kershisnik, senior vice president
of Marketing Strategy and Innovation.  "With the launch of the
Stack Attack, we're giving our customers more value and more
choices at a time when gasoline prices remain high and they may be
experiencing continued financial pressures."

In early 2008, Wendy's also will continue to promote its premium
large hamburgers made with fresh, never frozen beef.  In addition,
the company will emphasize its new breakfast menu in certain
markets that have a heavy concentration of company-owned
restaurants that offer the new breakfast menu.

The company said that it plans to release its 2007 fourth-quarter
and full-year results on Monday, Feb. 4, 2008.

                   About Wendy's International

Based in Dublin, Ohio, Wendy's International Inc. (NYSE:
WEN) -- http://www.wendysintl.com/-- is one of the world's
largest and most successful restaurant operating and franchising
companies, with more than 6,300 Wendy's Old Fashioned Hamburgers
restaurants in North America and more than 300 international
Wendy's restaurants.

                          *     *     *

As reported in the Troubled Company Reporter on June 21, 2007,
Moody's Investors Service lowered all ratings of Wendy's
International Inc. and placed all ratings on review for further
possible downgrade.  Affected ratings include the company's
Ba2 corporate family rating which was lowered to Ba3.

Additionally, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on Wendy's
International Inc. to 'BB-' from 'BB+'.


WILLIE SNEAD: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Willie Leslie Snead
        P.O. Box 4122
        Wilmington, NC 28406

Bankruptcy Case No.: 08-00070

Chapter 11 Petition Date: January 4, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
B.B.&T.                                              $130,000
Attention: Managing Agent
P.O. Box 1847
Wilson, NC 27894-1847

Kaplan                                               $28,000
Attention: Managing Agent
1310 Lewisville Clemmons
Lewisville, NC 27023

Internal Revenue Service                             $13,728
Attention: Insolvency I
320 Federal Place
Greensboro, NC 27402

Marine Federal Credit Union                          $9,235

Hanover Financial Services     vehicle; value of     $7,000
                               security: $5,766

Sears Premier Card                                   $6,762

New Hanover County Tax         ad valorem tax on     $6,459
                               real property

New Hanover Regional                                 $5,400

Washington Mutual Card Service                       $2,677

Harnett Co. Tax Collector      ad valorem tax        $1,564

                               ad valorem tax on     $1,463
                               real property

Zales                                                $1,726

Friedman's Jewelers                                  $1,529

Rowan Co. Tax Collector        ad valorem tax on     $1,138
                               security

Garrason Surveying, P.C.                             $1,082

City of Dunn Tax Collector     ad valorem tax on     $956
                               property

                               ad valorem tax        $383

Capital One                                          $260

Nationwide Insurance                                 $193


XYIENCE INC: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Xyience, Inc.
                4572 Hacienda Avenue
                Las Vegas, NV 89118

Case Number: 08-10049

Type of Business: The Debtor manufactures sports nutrition
                  products and related commodities, like an
                  apparel line.  See http://www.xyience.com/

Involuntary Petition Date: January 3, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Petitioner's Counsel: Marjorie A. Guymon, Esq.
                      Goldsmith & Guymon, P.C.
                      2055 North Village Center Circle
                      Las Vegas, NV 89134
                      Tel: (702) 873-9500
                      Fax: (702) 873-9600

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Russell Pike                   promissory note      $2,157,516
801 Village Franche Street
las vegas, NV 89145

Prosperity Investments         loan agreements      $1,102,500
Alliance, L.L.C.
Attention: Brent Hucks
871 Coronado Center Drive,
Suite 200
Las Vegas, NV 89052

Michael Clark                  promissory notes     $877,000
4950 Vegas Drive
Las Vegas, NV 89108

Brent Hucks                    promissory note      $270,000
625 Proud Eagle Lane
Las Vegas, NV 89144

Patricia Weldon                brokerage contract   $83,773

Klingenberg Childrens'         promissory note      $50,000
Education trust

Pacific Investments Network,   loan agreements      $40,000
L.L.C.

Richard Byrd                   promissory note      $40,000

Bayard Spector                 promissory note      $40,000

Lawrence Aberle                promissory note      $30,000

Sharon Milligan                promissory note      $15,000


* Chadbourne & Parke Adds 5 Partners in NY, Moscow and UK Offices
-----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP said that
attorneys Shane de Burca, Douglas Deutsch, Dmitry Gubarev, Julia
Romanova and Andrew Rosenblatt have been named as counsel in the
United States and the Russian Federation, and Stefan Unna, Esq.,
as partner in the London multinational partnership, effective
Jan. 1, 2008.

"These outstanding lawyers reflect the broad expertise and
geographic presence of Chadbourne," said Managing Partner Charles
O'Neill, Esq.  "They are helping to maintain the Firm's fast pace
in their practice areas and we congratulate them on their new
roles and responsibilities."

Mr. de Burca advises domestic and foreign clients and financial
institutions in corporate and securities matters.  His securities
experience includes the representation of numerous underwriters
and issuers in the sale of equity, debt and hybrid securities in
both public and private offerings.  Mr. de Burca also has
significant experience in insurance industry related corporate
work such as
acquisitions, financial products and securities offerings.  He
graduated from University College, Dublin, with a B.C.L., first
class honors, in 1995, and he received an LL.M. from Cornell Law
School in 1997.

Mr. Deutsch's practice has involved representation of debtors,
secured and unsecured creditors and creditors' committees.  Mr.
Deutsch graduated with a B.S. in 1991 from Drew University, and he
earned a J.D. in 1996 from St. John's University School of Law,
where he was Editor-in-Chief of the American Bankruptcy Institute
Law Review.  He also received an LL.M. in 2001 from St. John's
University School of Law.  Mr. Deutsch served as a law clerk to
the Hon. Leif M. Clark, U.S. Bankruptcy Judge, Western District of
Texas in 1996-1997.

Mr. Gubarev specializes in issues relating to finance and banking
law and capital markets transactions, including structured
finance, project finance and derivatives.  His work with
Chadbourne has included advising multilateral lenders, as well as
Russian and western banks and companies on various
securitizations, syndicated loans, project finance transactions,
credit linked notes issues and other financings in Russia and
other CIS countries.  Mr. Gubarev received a law degree from
Lomonosov Moscow State University, Faculty of Law in 1998 and a
Doctor of Laws in 2002 from the Diplomatic Academy of the Ministry
of Foreign Affairs of the Russian Federation.

Ms. Romanova focuses her practice on litigation, arbitration,
corporate, bankruptcy and real estate matters.  She advises
clients with regard to Russian foreign investment legislation and
regulations.  Ms. Romanova has worked with international
multilateral lending institutions on recovery and restructuring
matters, including rendering advice in connection with
international arbitration proceedings.  She received a law degree,
with honors, in 1996 from Lomonosov Moscow State University,
Faculty of Law.

Mr. Rosenblatt has handled various bankruptcy issues, including
the representation of debtors in Chapter 11, advising borrowers
and lenders in out-of-court restructurings, secured and unsecured
lenders in Chapter 11 cases and foreign representatives in cross-
border ancillary proceedings.  He received a B.S. in 1994 from the
State University of New York, Binghamton University and a J.D. in
1997 from Hofstra University School of Law, where he graduated
with distinction and was a member of the Hofstra Law Review.

Mr. Unna has advised project lenders and developers in the
development and financing of power and other energy infrastructure
projects around the world including Jordan, Nigeria, Pakistan,
Poland, Uganda, Ukraine, the United States and Yemen.  His
development work includes the drafting and negotiation of EPC
contracts, power purchase agreements, fuel supply agreements and
maintenance arrangements for projects.  His financing experience
includes extensive work with many multilateral institutions and
export credit development agencies as well as commercial lenders.
Mr. Unna received a B.A. in 1990 from Columbia University's
Columbia College and a J.D. in 1997 from the University of
California, Los Angeles School of Law, where he was Executive
Editor of the UCLA Law Review.

                    About Chadbourne & Parke

Chadbourne & Parke LLP, -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and
estates and government contract matters.  Major geographical areas
of concentration include Central and Eastern Europe, Russia and
the CIS, the Middle East and Latin America.  The Firm has offices
in New York, Washington, DC, Los Angeles, Houston, London (a
multinational partnership), Moscow, St. Petersburg, Warsaw (a
Polish partnership), Kyiv, Almaty, Dubai and Beijing.


* Congress Considers Another Change in Bankruptcy Law
-----------------------------------------------------
A new bankruptcy law is making its way through Congress that would
effectively widen a bankruptcy judge's authority and dictate the
size of mortgage loans in bankruptcy proceedings, Knight Ridder
Washington Bureau reports.

The proposal, submitted by Illinois Democrat Sen. Richard Durbin,
extends the U.S. Bankruptcy Court's reach to affect and reduce the
amount of secured home loans to the current market price.
Concurrently, a bill that tightens predatorial lending practices
has been conceived by Connecticut Democrat Sen. Chris Dodd and
several senators, says Knight Ridder.

The proposed change would benefit around half a million Americans,
Knight Ridder cites Mark Zandi, chief economist of Moody's
Economy.com Inc.  Supporters of the change say it is needed to
help more Americans keep their homes, Knight Ridder relates.

"You ought to never lose your home in a bankruptcy proceeding,"
Knight Ridder cites Senator Dodd in last month's presidential
debate.  Senator Durbin told Knight Ridder that around 2.2 million
homes might be foreclosed and one-third of homeowners might see
their home values tumble.

The change is being mulled upon as the country saw a 40% spike in
personal bankruptcy filings 573,000 in 2006 to more than $800,000
in 2007, according to data gleaned by the National Bankruptcy
Research Center.


* Default Research Says 2007 Phoenix Foreclosures Up by 88%
-----------------------------------------------------------
Default Research is reporting that foreclosures in Maricopa and
Pima Counties were up a dramatic 88% in 2007.

According to Default Research, Maricopa and Pima Counties led the
state with the highest number of Notice of Trustee Sales with
1.41% of the total population of homeowners in the Phoenix area
entering foreclosure.  Even though it has been a devastating year
for AZ foreclosures, there is an end in sight.

"The number of foreclosures should hit its peak in the next six to
eight months in Maricopa and Pima," said Serdar Bankaci,
President/CEO of Default Research.  "Our latest Phoenix
foreclosure information reveals an improving situation in terms of
foreclosures, and as the foreclosures decrease, the housing market
will begin to improve too."

A possible improving economy is welcome news from Default
Research, the provider of the most current and accurate database
of foreclosed properties in Arizona.  Maricopa and Pima counties
saw a large increase in home inventories in the third quarter of
2007, along with a decline in the median home price to
approximately $265,000, which is down approximately $10,000 from
the end of 2006.

"For the last several months, I've been encouraging our clients to
invest in these pre-foreclosure properties and turn them into
rental properties," said Mr. Bankaci, who lists foreclosure sales
two to three weeks ahead of the competition.  "With residential
vacancy rates down throughout the country, and especially in the
Phoenix area, many of our clients who listened to the advice are
making money on those properties by renting and waiting out the
foreclosure crisis."

As foreclosures decrease in the Phoenix area, the bank foreclosure
list provided by Default Research will begin to shrink, too.  As
that happens, the Default Research information will become even
more valuable to the savvy investor.

"Less foreclosures means it will be even more critical for our
clients to use our fresh data in 2008," said Mr. Bankaci.  "Being
the first to approach a homeowner in distress has always been what
sets a Default Research customer apart from the others and that
advantage will be even more important next year."

Default Research -- http://www.defaultresearch.com/-- is the
Phoenix and Tucson provider of real estate foreclosure data.


* Default Research Says Detroit Foreclosures Up by 108% in 2007
---------------------------------------------------------------
Default Research, the premier provider of foreclosure real estate
data in the Detroit area, is reporting that foreclosures in that
part of Michigan were up 108% in 2007.

According to Default Research, 3.53%, 2.29% and 1.51% of
households respectively in Wayne, Macomb and Oakland entered the
Detroit foreclosure process in the last 12 months.  While the
Detroit area was one of the hardest hit in the country, with
foreclosure numbers peaking in the third quarter of 2007, the
company is reporting that this year should not be as devastating.

"In the last quarter of 2007, housing inventories declined
significantly and home prices began to stabilize in the Detroit
market," said Serdar Bankaci, President/CEO of Default Research.
"After experiencing almost 42,000 foreclosures in Wayne, Macomb
and Oakland counties, I think Michigan foreclosures should begin a
much-needed slow and steady decline in this market next year."

According to Mr. Bankaci, even though the situation is improving
in Detroit, Wayne County might not see the end of the foreclosure
crisis until late 2008 because Detroit area foreclosures will
continue as more ARMs reset and people are unable to make their
payments.

"For two of the last four months, it has been reassuring to see
the number of foreclosed properties decrease in Wayne," said Mr.
Bankaci. "With the uncertainty in the auto market, foreclosure
levels will remain high in Detroit, but, based on the past several
months, it is safe to predict that the numbers will not be as high
in 2008 as they were in 2007 for the whole county."

Default Research --  http://www.defaultresearch.com/-- provides
research information on foreclosure in the Detroit area.


* Hawaiian Developers Fred and Gwen Yamashiro File for Bankruptcy
-----------------------------------------------------------------
Developers Fred and Gwen Yamashiro have filed a voluntary petition
under Chapter 7 of the Bankruptcy Code with the U.S. Bankruptcy
Court for the District of Hawaii.  The filing, reports say, has
put on hold the development of around 130 homes in the Big Island,
Kaua'i and Lana'i.

Yamashiro owned companies Menehune Development Co. and Fredco Inc.
had filed Chapter 7 petitions on Dec. 19, 2007.

With the latest filing, the responsibility of completing the
projects now rests on the bonding company, Hardware Hawaii.
Hardware Hawaii, which had issued bonds for the projects, is the
Yamashiro's largest single creditor.  The Yamashiros, reports
relate, had personally guaranteed a $13 million performance bond.

Mr. Yamashiro declared that he had underbid the project at $125
per square foot.  Due to increased construction material and labor
costs, Mr. Yamashiro added, the cost per square foot has risen to
$165.

The Star Bulletin reports that that the Yamashiros listed total
assets of $647,528 and total debts of $19.9 million.

Fred and Gwen Yamashiro filed for protection under Chapter 7 of
the Bankruptcy Code on Dec. 31, 2007 (Bankr. D. Hawaii Case No.
07-01380).  Menehune Development Co. (Case No. 07-01347) and
Fredco Inc.'s (Case No. 07-01343) cases were also filed in the
same court.


* Housing Market Downturn Affecting Major Rating Agencies
---------------------------------------------------------
Seeing a decline in current and anticipated issuance of rated
debt securities in some market sectors, Moody's Corporation
committed to a restructuring plan that it estimates will result
in a fourth quarter 2007 pre-tax charge of approximately
$47 - $52 million, the company said in a regulatory filing with
the Securities and Exchange Commission.

Additionally, Moody's said it plans to cut approximately 275
positions from its global headcount, equivalent to 7.5% of the
company's headcount as of Sept. 30, 2007.

Moody's also plans to terminate technology contracts as well
as the outsourcing of certain technology functions anticipated
to begin in the first half of 2008.

The rating agency expects the restructuring to be substantially
completed by Dec. 31, 2008.

Additionally, for the fourth quarter of 2007, The McGraw-Hill
Companies, owner of credit rating agency Standard & Poor's, also
incurred a restructuring charge of $43.7 million, pre-tax,
consisting mostly of employee severance costs related to a
workforce reduction of approximately 600 positions across the
corporation.

The reduction represents approximately three percent of the
corporation's global workforce.  The total restructuring charge
after tax is $27.3 million.

McGraw-Hill says "the current business environment" contributed
to the reduction, specifically in its financial services segment,
which reduction accounts for $18.8 million, pre-tax, of the
restructuring charge.

Dominion Bond Rating Services has also closed its European offices
and cut about one-quarter of its worldwide staff due to the global
slowdown in credit markets, The Canadian Press relates.

                       About Moody's Corp.

Founded in 1900 and headquartered in New York City, Moody's
Corporation -- http://www.moodys.com-- through its
subsidiaries, provides credit ratings, research, and
analysis covering fixed-income securities, other debt
instruments, and the entities that issue such instruments
in the global capital markets.  It also offers credit
training services; and quantitative credit risk assessment
products and services, and credit processing software.

The company operates through two segments: Moody's
Investors Service and Moody's KMV.  The Moody's Investors
Service segment publishes rating opinions on a range of
credit obligors and credit obligations issued in domestic
and international markets.  The Moody's KMV segment
develops and distributes quantitative credit risk
assessment products and services, and credit processing
software for banks, corporations, and investors in
credit-sensitive assets.

                  About The McGraw-Hill Companies

Founded in 1888 and headquartered in New York City, The
McGraw-Hill Companies Inc. -- http://www.mcgraw-hill.com/--
provides information services and products to the education,
financial services, and business information markets worldwide.
The company owns, among others, credit rating firm Standard
& Poor's.  The company has more than 280 offices in 40
countries.  Sales in 2006 were $6.3 billion.

                         About DBRS

DBRS is a Canadian-based firm that assigns ratings to corporate
and government bonds and other interest-bearing securities.


* Susman Godfrey Obtains National Law's 2008 NLJ Pro Bono Award
---------------------------------------------------------------
Susman Godfrey is one of four law firms selected by The National
Law Journal as recipients of the 2008 NLJ Pro Bono Awards.

In this ambitious case, the firm represented -- to the tune of $2
million in billable time -- the Texas Cities for Clean Air
Coalition in its successful efforts to block 10 new coal-burning
power plants that would contribute to global climate change.

Each year The National Law Journal singles out a few law firms
that have done the most to make sure that people's legal rights do
not depend upon their ability to pay.  In this case, the legal
rights belonged to cities and other entities that were opposed to
the new power plants.  They could not afford a top-line law firm
to oppose the plants.

Late in 2006, TXU Corporation nka Energy Future Holdings filed
permit applications for the new coal-fired plants.  At the same
time, an executive order from the governor shortened the approval
process from 18 months to just six.

Texas cities went on the offensive.  In a move that attracted
national and international attention, they formed the TCCAC and
asked Susman Godfrey to represent them on a pro bono basis.  The
TCCAC includes Dallas, Houston, Fort Worth, Waco, El Paso, Plano,
Arlington, Irving and 28 other local governments across Texas.

The three-week hearing was set to begin on Feb. 21, 2007.  The
lawyers had two months in which to gather and digest data, conduct
depositions, hire experts, submit written testimony and prepare
witnesses.  On the day that the hearing was to start, a state
judge ruled against the governor's authority to accelerate permit
reviews.  The hearing was postponed four months.

Before the hearing could start, TXU disclosed a buyout by two
private equity firms.  It also reported that it would withdraw
eight of the coal-plant applications.  "We were disappointed not
to try our case, but happy for the win on behalf of our pro bono
clients," Stephen Susman said.

The TCCAC believes that Susman Godfrey's strong case pressured the
company to take these actions.

"The aggressive, relentless and comprehensive legal work that was
done on this case in record time caused TXU to rethink its
environmentally unfriendly plan," TCACC Chair Laura Miller, Mayor
of Dallas, said.  "What this team did will be remembered by the
utility industry for a long time to come.  People in this country
will no longer accept the construction of dirty, old-technology,
coal-fired power plants.  Not even in Texas."

Six attorneys from Susman Godfrey worked on the pro bono case:
Steve Susman, Eric Mayer, Terry Oxford, John Turner, Ophelia
Camina, and Michael Diehl

                   About Susman Godfrey L.L.P

Susman Godfrey L.L.P. -- http://www.susmangodfrey.com/-- is a law
firm with more than 80 lawyers, was recently named one of the top
litigation boutiques in the country by The American Lawyer.  The
firm represents plaintiffs and defendants in a broad range of
commercial litigation matters, including antitrust, patent and
intellectual property, securities and corporate governance
litigation, energy, commercial and products liability litigation,
bankruptcy and financial restructuring, accounting malpractice,
arbitration, climate change litigation, and foreign and
international litigation matters.  The firm has offices in
Houston, Dallas, Los Angeles, Seattle, and New York.


* Winston & Strawn Adds Three Intellectual Property Partners
------------------------------------------------------------
Winston & Strawn LLP disclosed that prominent intellectual
property trial attorneys Glenn E. Westreich, Patrick T. Michael
and Beth L. Mitchell, have joined its San Francisco office in the
litigation practice group.  Mssrs. Westreich and Michael
joined the firm as partners and have already moved to Winston, and
Ms. Mitchell will join in March as of counsel; all three were
previously partners at Nixon Peabody LLP.


"We are extremely pleased that these highly regarded trial
attorneys have joined our growing litigation practice," said
Charles Birenbaum, managing partner of Winston's San Francisco
office.  "The firm's San Francisco attorney ranks grew by more
than 30% in 2007, which marks the third year of significant,
consistent growth in the Northern California market."

"The depth of their experience on behalf of leading technology
companies and executives, especially regarding complex IP and
trade secret matters, will be a valuable asset for our clients."
Mr. Birenbaum added.

Mr. Westreich's legal experience spans more than 25 years, during
which he has represented numerous technology companies, and their
officers and directors at the state and federal levels.  He has
successfully resolved a broad range of disputes including those
involving patent, copyright and trademark infringement, trade
secrets, bankruptcy and general commercial
litigation.

Recently, Mr. Westreich served as counsel to the General
Unsecured Creditors Trust in the bankruptcy of Excite@Home.  He
obtained his juris doctor from the University of California, Boalt
Hall, and his bachelor's degree from the University of California
at Berkeley.

Mr. Michael focuses his practice on representing technology
companies with a particular emphasis on patent infringement and
trade secret disputes.  He also has significant experience
handling other intellectual property, licensing and unfair
competition matters.

Recent cases Mr. Michael has handled include representing a
publicly-held interactive media company in patent infringement
lawsuits in California and Texas; representing a major supplier of
wafer fabrication equipment in the enforcement of its patent
rights; and arbitrating an international trade secret and breach
of confidence dispute before the International Centre for Dispute
Resolution.

He obtained his juris doctor, cum laude, from Pepperdine
University School of Law and served as notes and comments editor
for the Pepperdine Law Review.  Mr. Michael received his
bachelor's degree from the University of California at Santa
Barbara.

Ms. Mitchell has similarly represented Fortune 500 companies and
smaller technology business in a wide range of commercial
litigation, including business torts, breach of contract claims,
trade secret litigation and securities litigation.

She has significant experience litigating intellectual property
and employment disputes for corporate entities, including wage and
hour actions and the defense of class actions.

Ms. Mitchell received her juris doctor from the University of
Santa Clara, and her bachelor's degree from University of
California at Santa Barbara.  During law school, she interned for
the Honorable Susan Illston of the United States District Court
and clerked in the Business and Tax Division of the
Office of the Attorney General in San Francisco.

The attorneys are the latest noteworthy intellectual property
laterals who have joined the firm.  Since early fall, eight
lateral partners have been added to the practice.

In addition to Mssrs. Westreich and Michael, and Ms. Mitchell,
Johnny Kumar, Raymond Van Dyke and Richard Gilly joined the
Washington, D.C. office, and Natalie Hadjadj-Cazier and Carole
Arribes are resident in the firm's Paris office.

Additionally, partner Michael Elkin, whose bi-coastal litigation
practice includes IP disputes, joined the New York
office with seven other attorneys over the summer.  Prominent New
York litigator Scott R. Samay, who has extensive experience
handling complex patent litigation, also joined the firm's New
York office earlier in 2007.

                   About Winston & Strawn LLP

Headquartered in Chicago, Illinois, Winston & Strawn LLP --
http://www.winston.com/-- is a commercial law firm with more than
950 attorneys in nine offices including Chicago, New York,
Washington, D.C., Los Angeles, San Francisco, London, Paris,
Geneva and Moscow. Winston & Strawn was founded in 1853.


* Fitch Sees Loans Defaults To Increase This Year
-------------------------------------------------
The market's projection of higher U.S. commercial mortgage loan
defaults is evident in the current pricing of the related CMBX
market indices.  While Fitch Ratings similarly anticipates loan
defaults to increase in 2008, the loan default rates implied by
the pricing of these market indices are extremely high.  The
pricing of these indices, in Fitch's view, does not solely reflect
the anticipated worsening credit of the underlying loans and
bonds, instead it demonstrates the overall distress in the credit
markets.

Differences exist among the four CMBX indices, including
differences in credit characteristics. However, the loan default
rates implied by current CMBX pricing on the most recently issued
CMBX index are extreme.  If one looks at CMBX.NA.BBB-.3, which
closed at a spread of 938 basis points on Dec. 31, 2007, some
market participants indicate that the implied default rate is
almost three times historic default rates.  Actual historic CMBS
10-year cumulative loan default rates are 8%, which means the
implied default rates on CMBX are as high as 24% on average, given
the recent pricing of CMBX.  'Fitch expects loan defaults to rise
given the current capital market environment, but not three-fold,'
said Susan Merrick, Managing Director and head of Fitch's CMBS
group.

With the possibility of a prolonged credit crunch, financing for
commercial real estate properties may continue to be difficult to
obtain.  Fitch believes that the increased risk of loan defaults
merits some change in subordination levels, especially for the
mezzanine bonds of the capital structure.  For example, for 'BBB'
credit an increase in enhancement levels of 10-20% should address
the increased risk, while an increase of 5-10% in 'AAA' credit
enhancement levels should provide similar protection.  These minor
changes in expectations contrast with the more severe assumptions
built into the levels at which the CMBX is trading today.

Actual losses realized on CMBS related loans have been very low
for many years.  Fitch has long expected them to rise.  Even if
actual losses increase by 50%, the increase in subordination
outlined above will keep the typical margins of safety in excess
of seven times expected loss for AAA rated bonds and approximately
2.5 times expected loss for BBB rated bonds, figures that Fitch
feels are commensurate with the risks of these bonds.  'Given that
Fitch sees more defaults coming, new issuance needs to have more
protection everywhere, but particularly at the bottom of the
capital structure since the top rated bonds have demonstrated
their ability to withstand various increasing stresses,' said
Robert Vrchota, a Managing Director in Fitch's CMBS group.


* Fitch Says Real Estate Loan CDO Delinquencies Are Up Again
------------------------------------------------------------
U.S. commercial real estate loan CDO delinquencies are up again
from last month, with increased loan extensions and modifications
expected, according to the latest U.S. CREL CDO loan delinquency
index from Derivative Fitch.

Though true trends are not conclusive due to the relatively small
universe of loans, three new delinquent loans contributed to a
0.47% U.S. CREL CDO loan delinquency rate for December 2007,
compared to last month's delinquency rate of 0.15%, excluding
repurchased loans.  Loan delinquencies consist of loans that are
60 days or greater delinquent, including performing matured
balloons.  When accounting for last month's repurchased loans, the
December 2007 U.S. CREL CDO loan delinquency rate is 0.64%.
Although the overall delinquency rate for CRE CDOs remains low, it
is double the rate of the U.S. CMBS loan delinquency rate of 0.31%
for November 2007.

Seven loans were delinquent as of the December 2007 index; two of
these loans, which are contributed to two different CDOs, are
secured by the same property.

The three new delinquent loans are further classified as
performing matured balloons.  An increase in these types of
delinquencies is not surprising given the difficulty associated
with refinancing in today's market.  The performing matured
balloons include two B-notes secured by the former Drake Hotel
site, which is located in Midtown Manhattan.  This land/pre-
development loan comprises over 45% of the total delinquencies for
the month.  It should be noted that on Jan. 2, 2008, subsequent to
the cut off date for this Index, this asset was repurchased from
one of the CDOs.  Without this loan interest, the delinquency
rate, excluding repurchased loans, would drop to 0.29% from 0.47%.

Fitch also reviewed loans that were 30 days or less delinquent.
Although not included in the loan delinquency index, this category
can be an early warning signal that a loan could ultimately be
classified as delinquent.  Three loans, representing 0.15% of the
CREL CDO collateral were 30 days or less delinquent in December
2007.  One loan, representing over 50% of the total 30-day or less
delinquencies, is a chronic late payer that is not currently
anticipated to result in a loss to the CDO.

Fitch considers credit impaired assets that have been removed from
the pool to be part of the delinquency rate.  Excluding these
repurchased loans would overstate the performance of a pool.  To
date, most CREL CDO asset managers have opted to buy out credit
impaired assets at par rather than workout the loan within the
CDO.  This month, an asset manager reported that three assets
(0.17%) were repurchased, all from the same CDO.  Given the lower
available liquidity in the market, Fitch expects less repurchases
of troubled loans and more workouts within the trust.  One
advantage of a CDO is that it generally allows issuers the
flexibility to modify loans even before they become delinquent.
Modifications could include term extension, rate reduction, or
posting of additional collateral.

In its ongoing surveillance process, Fitch will increase the
probability of default to 100% for delinquent loans that are
unlikely to return to current.  This adjustment could increase the
loan's expected loss in the cases where the probability of default
was not already 100%.  The weighted average expected loss on all
loans is the credit metric used to monitor the performance of a
CREL CDO.  Issuers covenant not to exceed a certain PEL and Fitch
determines the ratings of the CDO liabilities based on this
covenant.  Fitch analysts monitor the as-is PEL over the life of
the CDO.  The difference between the PEL covenant and the as-is
PEL represents the transaction's cushion for reinvestment and
negative credit migration.

Derivative Fitch currently rates 35 CREL CDOs encompassing nearly
1,100 loans with a balance of $23.6 billion.  Fitch's U.S. CREL
CDO Loan Delinquency Index will be published during the first week
of every month based on asset manager and servicer reports
collected by Fitch's dedicated CRE CDO surveillance team.


* Fitch Says US Energy Bill Will Trim Demand for Transport Fuels
----------------------------------------------------------------
The U.S. energy bill signed into law in December will trim demand
for conventional refined transport fuels and have some negative
effects for U.S. refiners, according to a Fitch Ratings report.

The 2007 Energy Independence and Security Act expands on the
Energy Policy Act of 2005 by increasing the total renewables
mandate to 36 billion gallons per year by 2022.  This represents
an increase of nearly 5 times current ethanol production.
Approximately 16 billion gallons must come from cellulosic
biofuels (non-corn-starched based), and one billion from biomass-
based diesel.  The Act also raises CAFE fuel standards for
automobiles to 35 mpg by 2020.

Negative effects for refiners include:

  -- Lower demand growth for gasoline;
  -- Decreased barriers to entry into refining via ethanol
     plant expansion;
  -- The threat of new infrastructure costs.

Fitch notes that while the act encourages the installation of new
infrastructure needed to distribute renewables, it stops short of
mandating those investments on the petroleum industry at this
point.

Fitch believes that lower industry growth rates could create
longer-term issues for refiners by leading domestic refiners to
potentially seek out growth through either increased consolidation
or financial engineering, both of which create risks for
bondholders.  Fitch also believes that the petroleum industry's
investment in biofuels will remain modest in the near term, and
will be driven by the longer-term economics of the fuels rather
than current subsidy levels.


* S&P Anticipates No Rating Changes After TRIPRA Legislation
------------------------------------------------------------
On Dec. 26, 2007, President George W. Bush signed into law the
Terrorism Risk Insurance Program Reauthorization Act of 2007
(TRIPRA), thereby retaining the federal backstop for terrorism
risk through Dec. 31, 2014.

The language of the new law, which was voted out of the House on
Dec. 19, 2007, contains the more limited provisions of the Senate
version, passed in November.  The backstop was extended for seven
years, and domestic acts of terrorism are now included in its
scope.  Other than those two elements, the backstop remains mostly
unchanged from the 2005 renewal.

Neither coverage for group life nor the make-available requirement
for coverage for nuclear, biological, chemical, or radiological
events, which were in the House's original bill, was included in
the final version, although the bill includes a mandate that the
General Accounting Office (GAO) conduct a study of the issue.  In
addition, the aggregate industry loss trigger remains at
$100 million.  Smaller insurers and reinsurers had wanted to see
the trigger pared back to $50 million, where it was in 2006.  If a
loss-producing terrorism event were to occur, a $100 million loss
trigger could seriously deplete capital for many small insurers
with coverage concentrations vulnerable to terrorism risk before
the backstop could begin to provide a benefit.

The deductible remains at 20% of direct premiums written in
affected commercial lines per occurrence, with no provision to
reduce the deductible for second events, something several
insurers had wanted.  Insurers providing primary and reinsurance
coverage in urban markets, which are perceived as more vulnerable
to terrorist attacks, had pushed for what was being called a reset
provision, which would have reduced the second-loss deductible one
percentage point for each $1 billion in second-event losses (but
not below 5%).

TRIPRA is also mandating that a GAO report be produced within 180
days on whether sufficient capacity is available in U.S. markets
where higher levels of terrorism risk are perceived to exist.

As S&P mentioned in its Oct. 29, 2007, commentary, "The Extreme
Risk Of Terrorism Insurance, With Or Without A U.S. Government
Backstop", the terrorism backstop, which has been in place for
five years, has benefited insurance company ratings and market
stability.

S&P does not anticipate making any ratings changes as a result of
this legislation.  S&P said in 2006 that if the backstop were not
renewed, S&P would expect to lower the commercial lines
property/casualty insurance sector's outlook to negative.   As
S&P's current ratings already incorporate the benefit of a Federal
backstop, and TRIPRA makes only minimal changes to the existing
Federal backstop, S&P anticipates making no ratings changes at
this time for the companies S&P rates.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Jan. 14-15, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Liquidity, LBOs, Risk and Restructurings
         Marriott Harbor Beach Resort & Spa, Fort Lauderdale,
            Florida
              Contact: http://www.airacira.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Dave & Busters, Jacksonville, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Jan. 17, 2008
   BEARD AUDIO CONFERENCES
      Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
         Proceedings
            Contact: 240-629-3300;
                     http://www.beardaudioconferences.com/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com/

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: http://www.turnaround.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or http://www.iwirc.org/

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-
3300;http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Philline P. Reluya, and Peter A. Chapman, Editors.

Copyright 2008.  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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