TCR_Public/080115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 15, 2008, Vol. 12, No. 12

                             Headlines



70 EAST: Case Summary & 20 Largest Unsecured Creditors
ACA FINANCIAL: S&P Suspends Ratings on Corporate Transactions
ACAMBARO MEXICAN: Court Okays John Blair as Bankruptcy Counsel
ALATEX HOTEL: Case Summary & 20 Largest Unsecured Creditors
ALERIS INT'L: Completes $295 Million Sale of US Zinc Business

AMERICAN DENTAL: Lenders Extend Forbearance Deal to February 29
AMERICAN HOME: Moody's Junks Ratings on Five Tranches
APPLEBEE'S ENTERPRISES: Fitch Rates $119MM Class M-1 Notes at BB
BASCOM MELLON: Case Summary & 19 Largest Unsecured Creditors
BROOKLYN STRUCTURED: Moody's Junks Ratings on Three Note Classes

BUFFETS HOLDINGS: Unit Inks Forbearance Agreement with Lenders
BUFFETS HOLDINGS: S&P Ratings Unmoved by Forebearance Agreement
CABELA'S CREDIT: Moody's Puts (P) Ba2 Rating on Class D Notes
CANTERN CORP: Section 341(a) Meeting Scheduled for January 30
CAPITAL LAND: Trustee Asks Court to Approve $150,000 DIP Fund

CAPITAL LAND: Compass FP Files Limited Objection to DIP Financing
CAPITAL LAND: Trustee to Evaluate Buy Offers for Property
CHASEFLEX TRUST: Moody's Cuts Ratings on Five Tranches to Low-B
CHRYSLER LLC: Wants Getrag Joint Venture Resumed for 2009 Opening
CITIGROUP MORTGAGE: Moody's Junks Ratings on Three Tranches

COAST INTELLIGEN: Case Summary & 20 Largest Unsecured Creditors
COLONIAL BANK: Moody's Chips Financial Strength Rating to C-
COLONIAL PROPERTIES: Secures Add'l $175 Million Credit Facility
COLUMBUS MCKINNON: Evaluating Strategic Options
CONNIE BURFORD: Voluntary Chapter 11 Case Summary

CONSTELLATION COPPER: Sept. 30 Shareholders' Deficit is $17.7 Mil.
COUNTRYWIDE FINANCIAL: Inks $4 Billion Merger Agreement with BofA
COUNTRYWIDE FINANCIAL: Incurs Repeated Payment Crediting Errors
COUNTRYWIDE FINANCIAL: Moody's Puts Ratings under Review
DAGHER GROUP: Case Summary & 20 Largest Unsecured Creditors

DANIEL HAYNES: Case Summary & Seven Largest Unsecured Creditors
DELPHI CORP: Bank of America Opposes Confirmation of Plan
DERCO INC: Files List of 19 Largest Unsecured Creditors
DERCO INC: Can Hire Macdonald & Associates as Bankruptcy Counsel
DERCO INC: Section 341(a) Meeting Scheduled for January 22

DUQUESNE LIGHT: Fitch Simultaneously Affirms and Withdraws Ratings
EL POLLO: S&P Places Stable Outlook on $45MM Equity Investment
EQUIFIRST MORTGAGE: S&P Slashes Rating to D on Class B-2 Certs.
FIRST DATA: Moody's Junks Rating on Untendered Notes from A2
FIRST MAGNUS: Court Says Disclosure Statement is "Adequate"

FIRST MAGNUS: Court Plans February 7 and 8 Confirmation Hearings
FIRST NLC: Will File for Chapter 11 Protection & Liquidate Assets
FORD MOTOR: Creates the Verve to Ride in Small Car Popularity
FORD MOTOR: St. Thomas Assembly Plant in Ontario Starts Production
FORD MOTOR: Tata May Tap Ford Executive to Head Two Luxury Brands

FRUIT OF THE LOOM: AIG Unit to Pay $42.5MM in EPA Suit Settlement
GAP INC: December 2007 Sales Decrease by 6% to $2.2 Billion
GEOEYE INC: Elects Michael Horn, Sr. to Board of Directors
GINN-LA CS: Housing Recession Cues S&P to Junk Corporate Rating
HARMAN INTERNATIONAL: Revises Fiscal Year 2008 Earnings Guidance

HEARTLAND AUTOMOTIVE: Filing of Schedules Extended to April 6
HOMEBANC MORTGAGE: Moody's Cuts Rating on Class I-B-3 to Ba1
INDYMAC IMSC: Eight Tranches Obtain Moody's Junk Ratings
INNOVATIVE COMM: Court Okays Sale of V.I. Community Bank to FBNC
J&J CASINO: Case Summary & 20 Largest Unsecured Creditors

J&R PALLET: Case Summary & 18 Largest Unsecured Creditors
JJC ENTERPRISES: Case Summary & 21 Largest Unsecured Creditors
KIDS CONNECTION: Case Summary & 15 Largest Unsecured Creditors
MACY'S INC: December 2007 Total Sales Down 7.4% at $4.6 Billion
MASTR ASSET: Realized Losses Cue S&P to Give D Rating

MAXJET AIRWAYS: Taps Pachulski Stang as Bankruptcy Counsel
MAXJET AIRWAYS: Wants Until Feb. 19 to File Schedules & Statement
MAXJET AIRWAYS: Section 341(a) Meeting Scheduled for February 1
MCCLATCHY CO: Moody's Puts Corporate Family Rating at Ba2
METTS CONSTRUCTION: Case Summary & 19 Largest Unsecured Creditors

MJ CIGELSKE: Case Summary & 16 Largest Unsecured Creditors
MOSAIC CO: Debt Reduction Cues S&P to Lift Rating to BB+
NELSON HERNANDEZ: Case Summary & 14 Largest Unsecured Creditors
NESTOR INC: Non-Registration Cues Two Shareholders to Sell Stake
NOVASTAR FINANCIAL: Cuts Jobs; Drops Retail & Brokerage Operations

NOVASTAR FINANCIAL: NYSE to Suspend Common Stock on January 17
OM GROUP: Moody's Withdraws B1 Corp. Rating with Stable Outlook
OMNOVA SOLUTIONS: S&P Keeps B+ Rating on $150 Mil. Senior Loan
PARKLINE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
PENN TREATY: S&P Ratings Unaffected by Financial Restatements
PETER BORLO: Voluntary Chapter 11 Case Summary

PETROLEUM DEVELOPMENT: S&P Puts 'B' Rating with Stable Outlook
PHARMED GROUP: Court Approves Bidding Procedure for Sale of Asset
PLASTECH ENGINEERED: Moody's Junks Corporate Family Rating
POLYONE CORP: Completes Acquisition of Ngai Hing PlastChem
PRIVA INC: Court Approves Bankruptcy Proposal Under Canadian Laws

PROLONG INT'L: Case Summary & Five Largest Unsecured Creditors
PROSPECT MEDICAL: Moody's Reviews Ratings for Likely Downgrade
QUEBECOR WORLD: Gets Offer for $400 Mil. Rescue Financing Facility
ROCHELLE CALHOUN: Case Summary & 15 Largest Unsecured Creditors
ROCK-TENN CO: Inks $851MM Merger Deal with Southern Container

ROCK-TENN CO: Moody's Places Ratings on Review for Possible Cut
ROCK-TENN CO: S&P Puts BB+ Corp. Rating on CreditWatch Negative
SACRED HEART: Moody's Holds B1 Rating on $40.6 Million Debt
SEARS HOLDINGS: Same Store Sales Drop 3.5% for Period Ended Jan. 5
SHAW COMM: Earnings Rise to $112MM in Quarter Ended November 30

SOLUTIA INC: Plans to Offer $400 Million Senior Unsecured Notes
SOUTHERN STAR: Section 341(a) Meeting Scheduled for January 28
STEAKHOUSE PARTNERS: Inks Mgt. & Srvs. Deal with Equity Holders
STEPHEN BEUKAS: Case Summary & 14 Largest Unsecured Creditors
SUN-WEST LIFESTYLE: Case Summary & 18 Largest Unsecured Creditors

SUSSER HOLDINGS: Gives Progress Updates on Town & Country Merger
URBAN MALL: Court Approves Sale of Houston Shopping District
URS CORP: Taps Thomas H. Zarges as Washington Division President
WASTEQUIP INC: Weak Operations Prompts S&P's Outlook Revision
WATERFORD EQUITIES: Case Summary & 50 Largest Unsecured Creditors

YOUNG BROADCASTING: Debt Burden Cues S&P to Retain Junk Rating
YOUNG BROADCASTING: Moody's Junk Corporate Family Rating

* Fitch Says Homebuilders Face Dismal Days w/ Continued Pressures
* S&P Cuts Ratings 149 Tranches from 31 Cash Flows and CDOs

* Western Arkansas Bankruptcy Filings Up By 31 Percent from 2006

* AlixPartners Promotes 11 to Managing Director

* Large Companies with Insolvent Balance Sheets



                             *********

70 EAST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: 70 East 127th Street HDFC
        70 East 127th Street
        New York, NY 10035

Bankruptcy Case No.: 08-10072

Chapter 11 Petition Date: January 11, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Dennis O'Donnell, Esq.
                  Milbank, Tweed, Hadley & McCloy, LLP
                  One Chase Manhattan Plaza
                  New York, NY 10005
                  Tel: (212) 530-5287
                  Fax: (212) 822-5287
                  http://www.milbank.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Big A Fuel Oil Company         heating oil           $15,000
2568 Park Avenue
Bronx, New York 10451
Tel: (718) 665-5050

Urban Property                 fees                  $2,750
Management Corp.

NYC Department of Finance      taxes                 $0
P.O. Box 32
New York, NY 10008-0032

NYC Department of              taxes                 $0
Environmental Protection       

NYC Department of Housing      repairs               $0
Preservation and Development   

Con Edison                     electricity           $0

Galgano & Associates           legal fees            $0

Thomas S. Fleishell &          legal fees            $0
Associates P.C.      

KOJO Pest Extermination        extermination         $0
Company LLC

Bollinger Ins. Co.             insurance             $0

AICCO                          insurance             $0

Ambassador Fuel & Oil          heating oil           $0
Burner Company                 

V&P Fuel Oil Company           heating oil           $0

C.T. Plastics Inc.             supplies              $0

Clotildes Piping and Heating   repairs               $0

E.R. Maintenance Company       repairs               $0

Heating & Burner Supply Inc.   repairs               $0

Robert Young Services          repairs               $0
Corporation

Michael McLaurin               repairs               $0

James McLaurin                 repairs               $0


ACA FINANCIAL: S&P Suspends Ratings on Corporate Transactions
-------------------------------------------------------------
Standard & Poor's Ratings Services suspended its ratings on public
finance and corporate transactions insured by ACA Financial
Guaranty Corp. that do not have an underlying public rating from
Standard & Poor's.
     
Following the downgrade of ACA's financial strength rating to
'CCC/CreditWatch Developing' from 'A/CreditWatch Negative' on
Dec. 19, 2007, and after receiving feedback from ACA management
and market participants, Standard & Poor's has concluded that
current ACA-enhanced issue ratings may not adequately reflect the
underlying credit characteristics of these transactions.  In the
vast majority of cases, at the time of issuance, issuers chose not
to request a Standard & Poor's public underlying rating, but
instead proceeded solely on the basis of the insurer's rating that
Standard & Poor's assigned to the transaction.  As a result,
Standard & Poor's has suspended its ratings on those transactions
to which it had not assigned a SPUR.  Issues to which Standard &
Poor's originally assigned a SPUR will retain that rating.
     
The option to enter a rating process in order to obtain a SPUR is
available to issuers.
     
The 'CCC/CreditWatch Developing' financial strength, issuer
credit, and financial enhancement ratings of ACA are unaffected by
this action.


ACAMBARO MEXICAN: Court Okays John Blair as Bankruptcy Counsel
--------------------------------------------------------------
Acambaro Mexican Restaurant, Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Western
District of Arkansas to employ John M. Blair, Esq. as their
bankruptcy counsel.

Mr. Blair is expected to:

   a. prepare applications, motions, proposed orders, records and
      reports as required by the bankruptcy rules, interim and
      local bankruptcy rules;

   b. prosecute claims and causes of action assertable by the
      Debtors on behalf of the estate;

   c. examine proofs of claim to be filed and the possible
      prosecution of objections to certain of such claims;

   d. advise the Debtors and prepare documents in connection with
      the contemplated ongoing operation of the Debtors' business;

   e. assist and advise the Debtors in performing their other
      official functions; and

   f. represent the Debtors at hearings before the Court and in
      dealings with counsel for other parties-in-interest.

Mr. Blair told the Court that he will bill the Debtors $200 per
hour for his services.  He also assured the Court that he is a
disinterested person as the term is defined in Section 101(14) of
the U.S. Bankruptcy Code.

Mr. Blair can be contacted at:

      John M. Blair, Esq.
      P.O. Box 1715
      Rogers, AK 72757
      Tel: (479) 631-0100

                    About Acambaro Restaurant

Based in Lowell, Arkansas, Acambaro Mexican Restaurant, Inc. --
http://acambaromexicanrestaurant.com/-- operates a Mexican-themed  
restaurant, and provides catering services.  The company and two
of its affiliates filed for Chapter 11 protection on Dec. 18, 2007
(Bankr. W.D. Ark. Lead Case No. 07-74066).  John M. Blair, Esq.
represents the Debtors in their restructuring efforts.

When the Acambaro Mexican Restaurant Inc. filed for protection
from its creditors, it listed total assets of $4,183,347, and
total liabilities of $3,230,197.  Garibaldi Mexican Restaurant
Inc. had $3,315,859 of total assets and $3,230,197 of total
liabilities at the time of filing.  Garcia's Distributor Inc. also
listed total assets of $3,730,603, and total liabilities of
$3,230,196.


ALATEX HOTEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alatex Hotel Partners, L.L.C.
        dba Baymont Inn & Suites
        dba Howard Johnson Inn & Suites
        dba San Antonio-Balcones Heights
        c/o D.J. Doran, President
        110 Columbia Street
        Vancouver, WA 98660

Bankruptcy Case No.: 08-40110

Type of Business: The Debtor owns and manages hotels.

Chapter 11 Petition Date: January 11, 2008

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union Street, Suite 927
                  Seattle, WA 98101
                  Tel: (206) 624-0088

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bexar County                   Business debt         $46,670
P.O. Box 839950
San Antonio, TX 78283

City Of Balcones Heights       Business debt         $42,091
3300 Hillcrest
Balcones Heights, TX 78201

Comptroller Of Public Account  debt owed to          $33,000
111 East 17th Street           gov. indentity
Austin, TX 78774

Howard Johnson International   Business debt         $20,750

Van Ru Credit Corp.            Business debt         $18,310

Internal Revenue Service       Taxes                 $14,119

Hawley Troxell Ennis & Hawley  Business debt         $7,444

Allure Hospitality             Business debt         $6,706

Dennis J. Doran                Business debt         $6,176

C.P.S. Energy                  Business debt         $5,937

Allied Insurance                                     $5,432

Eschelon Telecom, Inc.         Business debt         $5,161

Baymont Franchise System       Business debt         $4,355

City Of San Antonio            Business debt         $3,313

Bexar County                   Business debt         $2,985

A.B.C. Pest And Lawn Services  Business debt         $2,664

Plant Interscapes              Business debt         $2,215

San Antonio Water System       Business debt         $2,052

Russell & Associates           Business debt         $2,000

Performance Food Group         Business debt         $1,961


ALERIS INT'L: Completes $295 Million Sale of US Zinc Business
-------------------------------------------------------------
Aleris International Inc. has completed the sale of its Zinc
business, which operates under the name US Zinc, to affiliates of
Votorantim Metais Ltda. for $295 million with certain adjustments
for working capital and other items.

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Aleris International has entered into a definitive agreement to
sell its Zinc business to affiliates of Votorantim Metais Ltda.

US Zinc recycles zinc metal for use in the manufacture of
galvanized steel and produces value-added zinc products,
zinc oxide and zinc dust, which are used in the vulcanization of
rubber products, the production of corrosion-resistant paint and
in other specialty chemical applications.  US Zinc operates six
zinc facilities in the United States and a newly built zinc oxide
facility located outside of Shanghai, China.  

The company will use net proceeds from the divestiture to reduce
outstanding debt.

Headquartered in Beachwood, Ohio, Aleris International Inc. (NYSE:
ARS) -- http://www.aleris.com/-- manufactures rolled aluminum  
products and offers aluminum recycling and the production of
specification alloys.  The company also manufactures value-added
zinc products that include zinc oxide, zinc dust and zinc metal.  
The company operates 42 production facilities in the United
States, Brazil, Germany, Mexico and Wales, and employs
approximately 4,200 employees.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Standard & Poor's Ratings Services revised its outlook on Aleris
International Inc. to negative from stable.  At the same time S&P
affirmed its 'B+' corporate credit rating and the other ratings on
the company.  Concurrently, S&P assigned a 'B-' rating to the
company's $105 million 9% senior notes due 2014, which are an add-
on to the company's existing $600 million 9% senior notes due
2014.


AMERICAN DENTAL: Lenders Extend Forbearance Deal to February 29
---------------------------------------------------------------
American Dental Partners Inc. and the lenders under its revolving
credit agreement and term loan agreement have entered into amended
forbearance agreements pursuant to which forbearance has been
extended to Feb. 29, 2008, from Jan. 11, 2008.

The lenders under the revolving credit agreement and term loan
agreement also will not exercise certain of their default-related
rights and remedies, including acceleration of the maturity of the
loans, and have agreed to release the collateral under their loan
agreements necessary for the company to meet the obligations of
the Settlement Agreement related to the litigation among PDG P.A.,
PDHC Ltd., one of the company's Minnesota subsidiaries, and the
company.

The lenders under the revolving credit agreement will continue to
make revolving loans and issue letters of credit to the company
until Feb. 29, 2008, up to an aggregate principal amount of
$61,424,000, an increase from $51,424,000 initially allowed, to be
used for the operation of the company's business, provided no
other default exists and certain conditions are met.

The capacity of the revolving credit agreement is reduced to $75
million from $130 million and borrowings under both the revolving
credit agreement and term loan agreement will be made at the
Eurodollar rate plus 250 basis points rather than the default
interest rate permitted under the revolving credit and term loan
agreements.  The principal amount outstanding under the revolving
credit agreement, including outstanding letters of credit, was
$41,424,000 as of Dec. 14, 2007.

The company expects negotiation of the definitive agreement as
required under the Settlement Agreement related to the litigation
among PDG, P.A., PDHC, Ltd. and the company to extend beyond
Jan. 11, 2008.

"We are pleased our lenders have agreed to extend and amend their
forbearance agreements providing us with the time necessary to
negotiate and complete new permanent bank financing," Gregory A.
Serrao, chairman, chief executive officer and president of the
company, stated.  

"Based upon the lenders' commitments in the forbearance
agreements, we have notified PDG that the lender approval
condition in the Settlement Agreement has been satisfied, which
means we now have a binding Settlement Agreement with PDG.  We
will continue to negotiate the definitive agreements with PDG with
an intention to close the transaction on Feb. 29, 2008," Mr.
Serrao said.

              About American Dental Partners Inc.
  
Based in Wakefield, Massachussetts, American Dental Partners Inc.
(NASDAQ:ADPI) -- http://www.amdpi.com/-- is a provider of  
business services to multidisciplinary dental group practices in
selected markets throughout the United States.  It provides or
assists with organizational planning and development, recruiting,
retention and training programs, quality assurance initiatives,
facilities development and management, employee benefits
administration, procurement, information systems and practice
technology, marketing and payor relations, and financial planning,
reporting and analysis.  The company is affiliated with 26 dental
group practices which have 261 dental facilities with
approximately 2,301 operatories located in 18 states.


AMERICAN HOME: Moody's Junks Ratings on Five Tranches
-----------------------------------------------------
Moody's Investors Service downgraded the ratings of 8 tranches and
has placed under review for possible downgrade the ratings of 9
tranches from 3 deals issued by American Home in 2007. The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its re-rating Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: American Home Mortgage Assets Trust 2007-3

  -- Cl. I-1A-2 Currently Aaa on review for possible downgrade,

  -- Cl. I-2A-2 Currently Aaa on review for possible downgrade,

  -- Cl. I-M-1, Downgraded to Baa3 on review for possible
     further downgrade, previously Aa2,

  -- Cl. I-M-2, Downgraded to Caa1, previously A2,

  -- Cl. I-M-3, Downgraded to Ca, previously Baa3,

  -- Cl. II-M-1 Currently Aa2 on review for possible downgrade,

  -- Cl. II-M-2 Currently Aa3 on review for possible downgrade,

  -- Cl. II-M-3, Downgraded to B3, previously A2,

  -- Cl. II-M-4, Downgraded to Caa1, previously A3,

  -- Cl. II-M-5, Downgraded to Caa2, previously Baa2,

  -- Cl. II-M-6, Downgraded to Caa3, previously Baa3.

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. I-M-1 Currently Aa3 on review for possible downgrade,
  -- Cl. I-M-2, Downgraded to Baa2, previously A3.

Issuer: American Home Mortgage Investment Trust 2007-A

  -- Cl. I-1A Currently Aaa on review for possible downgrade,
  -- Cl. I-2A Currently Aaa on review for possible downgrade,
  -- Cl. I-3A-2 Currently Aaa on review for possible downgrade,
  -- Cl. I-M-1 Currently Aa3 on review for possible downgrade.


APPLEBEE'S ENTERPRISES: Fitch Rates $119MM Class M-1 Notes at BB
----------------------------------------------------------------
Fitch has rated the series 2007-1 notes co-issued by Applebee's
Enterprises LLC, Applebee's IP LLC and Restaurant Holders as:

  -- $30,000,000 class A-1-A 'AAA';
  -- $70,000,000 Class A-1-X 'BBB-';
  -- $350,000,000 Class A-2-I-X 'BBB-';
  -- $675,000,000 Class A-2-II-A 'AAA';
  -- $650,000,000 Class A-2-II-X 'BBB-';
  -- $119,000,000 Class M-1 'BB'.

The ratings on the class A-1-A notes and the class A-2-II-A notes
are based on a financial guaranty insurance policy issued by
Assured Guaranty Corp. whose insurer financial strength is rated
'AAA' by Fitch.  The notes are expected to be repaid from cash
flows generated by substantially all of Applebee's International,
Inc.'s business activities in the United States and consist
predominantly of franchise royalty payments from franchise- and
company-owned restaurants, as well as profits from company-owned
restaurants.  Proceeds from the note issuance were used by IHOP
Corp. to partially finance its $2.3 billion acquisition of
Applebee's on Nov. 29, 2007.


BASCOM MELLON: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Bascom Lowell Mellon, Jr.
         aka Buck Mellon
         aka Bascom L. Mellon
         Connie Lynn Mellon
         Connie L. Mellon
         22945 Rio Lobos Road
         Diamond Bar, CA 91765

Bankruptcy Case No.: 08-10442

Chapter 11 Petition Date: January 10, 2008

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtors' Counsel: James C. Bastian, Jr., Esq.
                  Shulman Hodges & Bastian LLP
                  26632 Towne Centre Drive, Suite 300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of their 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Financial Federal Credit Inc.    Business debt       $1,627,531
Attn: Steve Marsh                related to Mellon
Regional Vice President          Grading, Inc. and
7 Corporate Park, Suite 240      personal obligation
Irvine, CA 92606                 of the Debtors

Cosby Oil Co                     Business debt         $520,549
Attn: Martin                     related to
12902 East Park Street           Mellon Grading, Inc.
Santa Fe Springs, CA 90670

Poole Commercial Fuels           Business debt          $87,253
P.O. Box 11531                   related to
Santa Ana, CA 92711              Mellon Grading, Inc.

Godspeed Dist.                   Business debt          $66,416
                                 related to Mellon
                                 Grading, Inc.

Dalton Trucking                  Business debt          $51,667
                                 related to Mellon
                                 Grading, Inc.

Rodriguez Sweeping Service       Business debt          $49,910
                                 related to Mellon
                                 Grading, Inc.

Francisco Paz                    Business debt          $47,620
                                 related to Mellon
                                 Grading, Inc.

CitiCards                        Credit crad - Wife     $42,297

Bank of America                  Credit Card            $35,151

GCR Truck Tires Center           Business debt          $30,526
                                 related to Mellon
                                 Grading, Inc.

Recat Inc                        Business debt          $29,598
                                 related to Mellon
                                 Grading, Inc.

Coastline Equipment              Business debt          $25,960
                                 related to Mellon
                                 Grading, Inc.

Baldy Mesa Water District        Business debt          $21,521
                                 related to Mellon
                                 Grading Inc.

C & C Trucking                   Business debt          $18,650
                                 related to Mellon
                                 Grading, Inc.

Chase Bank One                   Credit Card - Wife     $16,105

BAB Steering Hydraulics Inc.     Business debt          $14,349
                                 related to Mellon
                                 Grading, Inc.

Hoseman Inc.                     Business debt          $14,259
                                 related to Mellon
                                 Grading, Inc.


ACE Rental & Repair Inc          Business debt          $13,420
                                 related to Mellon
                                 Grading, Inc.

Southern Counties Lube           Business debt          $12,983
                                 related to Mellon
                                 Grading, Inc.


BROOKLYN STRUCTURED: Moody's Junks Ratings on Three Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Brooklyn Structured Finance CDO, Ltd., and left on
review for possible further downgrade ratings of three of these
classes of notes.  The notes affected by this rating action are:

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

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa2, on review for possible downgrade

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

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

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

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

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

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

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

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca

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

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on
Nov. 30, 2007, as reported by the Trustee, of an event of default
caused by a failure of the ratio calculated by dividing the Net
Outstanding Portfolio Collateral Balance by the sum of the
Aggregate Outstanding Amount of the Class A1S Notes plus the
Aggregate Outstanding Amount of the Class A1J Notes to be greater
than or equal to 100 percent, as required under Section 5.01(i) of
the Indenture dated Nov. 30, 2006.

Brooklyn Structured Finance CDO, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS and CDO
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio calculated by dividing the
Net Outstanding Portfolio Collateral Balance by the sum of the
Aggregate Outstanding Amount of the Class A1S Notes plus the
Aggregate Outstanding Amount of the Class A1J Notes failed to meet
the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A1S, Class A1J and the Class A2 Notes remain on review for
possible further action.


BUFFETS HOLDINGS: Unit Inks Forbearance Agreement with Lenders
--------------------------------------------------------------
Buffets, Inc., a wholly-owned subsidiary of Buffets Holdings Inc.,
entered into a Forbearance Agreement and Second Amendment to its
Credit Agreement with its senior lenders on Jan. 10, 2008.

The Forbearance Agreement provides Buffets with continued access
to its $640 million credit facility and for the lenders to forbear
from exercising certain rights in connection with certain
anticipated defaults under the Credit Agreement while Buffets
pursues a restructuring of its balance sheet that will better
support the Company\u2019s long-term objectives.

As previously announced, the company has engaged Houlihan Lokey
Howard & Zukin Capital, Inc. to act as financial advisor to review
the company's business plan and advise the company with respect to
its capital structure.  Buffets has also engaged Kroll Zolfo
Cooper LLC to assist the company and Houlihan in connection with
cash-flow reporting and developing long-term capital restructuring
alternatives.

Mike Andrews, Chief Executive Officer of Buffets said: "The
actions we are announcing [] are intended to make Buffets a
stronger and more financially secure company as we continue to
contend with the current difficult operating environment.  We do
not expect any disruptions to the business during our negotiations
with our lenders and noteholders and pledge to continue to provide
our customers with the highest quality food and service."

                            About Buffets

Headquartered in Eagan, Minnesota, Buffets Holdings Inc., is the
holding company of Buffets Inc.  -- http://www.buffet.com/--  
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse(R) restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet(R), HomeTown Buffet(R),
Ryan's(R) and Fire Mountain(R) brands.  Buffets employs
approximately 37,000 team members and serves approximately 200
million customers annually.


BUFFETS HOLDINGS: S&P Ratings Unmoved by Forebearance Agreement
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Buffets
Holdings Inc. (Buffets; D/--/--) are unaffected by the company's
announcement that it reached a forbearance agreement with lenders
of its senior secured credit facility.  These lenders have
effectively agreed to waive their default rights during the
forbearance period (which will likely end on April 2, 2008, unless
the company breaches certain provisions of the agreement).

The agreement stipulates that the company cannot make any
voluntary payments to its senior noteholders and also specifies
that on or before Jan. 31, 2008, the company will present to its
lenders reasonably detailed terms of its restructuring plan.   
These conditions make clear that Buffets will not pay interest due
Jan. 2, 2008, to its senior noteholders by Jan. 31, 2008 (the end
of the cure period).

The rating on the company's senior secured credit facility is
'CC', the highest rating for a security with a 'D' corporate
credit rating that has not filed for bankruptcy protection.


CABELA'S CREDIT: Moody's Puts (P) Ba2 Rating on Class D Notes
-------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
Series 2008-I notes issued out of Cabela's Credit Card Master Note
Trust.

The complete rating actions are:

Issuer: Cabela's Credit Card Master Note Trust

  -- Class A-1 Fixed Rate Asset-Backed Notes, Series 2008-I,
     rated (P)Aaa

  -- Class A-2 Floating Rate Asset-Backed Notes, Series 2008-I,
     rated (P)Aaa

  -- Class B-1 Fixed Rate Asset-Backed Notes, Series 2008-I,
     rated (P)A2

  -- Class B-2 Floating Rate Asset-Backed Notes, Series 2008-I,
     rated (P)A2

  -- Class C-1 Fixed Rate Asset-Backed Notes, Series 2008-I,
     rated (P)Baa2

  -- Class C-2 Floating Rate Asset-Backed Notes, Series 2008-I,
     rated (P)Baa2

  -- Class D Floating Rate Asset-Backed, Series 2008-I, rated
     (P)Ba2

                            Structure

The ratings on the notes are based on the relatively high credit
quality of the underlying pool of credit card receivables, and the
transaction's structural protections, including early amortization
trigger events, interest rate swap agreements, and credit
enhancement derived mainly from subordination.

                           Collateral

The Trust collateral consists of a certificate (Series 2004-1)
issued out of Cabela's Master Credit Card Trust.  This certificate
represents an undivided interest in an underlying pool of
unsecured, revolving co-branded VISA credit card receivables.  
Compared to performance measures tracked by Moody's Credit Card
Indices, the Trust receivables have low charge-off rates and high
principal payment rates.

                   Origination and Servicing

Cabela's Incorporated originates and services its approximate $1.8
billion credit card program through a wholly-owned, unrated
subsidiary, World's Foremost Bank.  WFB is a limited purpose
credit card bank, with servicing operations located in Lincoln,
Nebraska.

                         About Cabela's

Cabela's, is a public retail company headquartered in Sidney,
Nebraska.  Cabela's was established in 1961 and sells outdoor
apparel, camping, hunting, and fishing supplies through its mail
order catalogs, twenty-six retail superstores located across the
United States, outlet stores, and its web site.


CANTERN CORP: Section 341(a) Meeting Scheduled for January 30
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Cantern
Corp.'s creditors on Jan. 30, 2008, at 1:00 p.m., at the Foley
Building, Room 1500 in Las Vegas, Nevada.

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 Henderson, Nevada, Cantern Corp. filed for Chapter 11
protection on Dec. 21, 2007 (Bankr. D. Nev. Case No. 07-18630).  
Bonnie Jean Boyce, Esq., at Albright, Stoddard, Warnick &
Albright, represents the Debtor in their restructuring efforts.  
When the Debtor filed for protection from their creditors, it
listed total assets of $16,000,155 and total debts of $9,793,898.


CAPITAL LAND: Trustee Asks Court to Approve $150,000 DIP Fund
-------------------------------------------------------------
Lisa M. Poulin, proposed chapter 11 case trustee for Capital Land
Investors LLC, asks the U.S. Bankruptcy Court for the District of
Nevada to allow Capital Land to access up to $150,000 postpetition
financing from its affiliate, USA Investment Partners LLC.

Ms. Poulin relates to the Court that the postpetition financing
will be used to pay the Debtor's administrative expenses,
including allowed fees and costs incurred by Gordon & Silver Ltd,
the Debtor's counsel, and the trustee's other duly retained
professionals.

The loan, Ms. Poulin says, will be repaid from proceeds generated
from sale of the Debtor's assets after full payment of its secured
claims.

The Court has set a hearing on Jan. 24, 2008, at 9:30 a.m. to
consider approval of the postpetition financing motion.

                        About Capital Land

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  It is a single asset real company whose
primary assets is located in Perris, California, a 695-acre
unimproved land intended for development into a residential
community.  The property is presently in the late stages of the
entitlement phase.

Under an operating agreement, Capital Land's members are USA
Investment Partners LLC (holds 25% membership); Jabral Investments
LLC (25%); The Richard Craig Ashby Irrevocable Trust UTD July 27,
1998 (6.25%); The Bradly Ashby Irrevocable Trust UTD July 27, 1998
(6.25%); and The Justin Ashby Irrevocable Trust UTD July 27, 1998
(6.25%).

On April 4, 2007, USA Capital Diversified First Trust Deed Fund
LLC, USACM Liquidating Trust, and Alabruj Investments LLC filed
involuntary petition for relief under chapter 11 against USAIP,
Capital Land's affiliate.  Lisa M. Poulin, in her capacity as
chapter 11 case trustee of USAIP, with the consent of Capital
Land's remaining members, caused Capital Land to file voluntary
bankruptcy petition.

The Debtor filed for chapter 11 protection on Dec. 4, 2007 (Bankr.
D. Nev. Case No. 07-18099).  Lisa M. Poulin is the proposed
chapter 11 trustee for Capital Land.  Talitha B. Gray, Esq., at
Gordon & Silver Ltd. represents the Debtor in its restructuring
efforts and is also the proposed counsel for the case trustee.  
Peter C. Bernhard, Esq., and Georganne W. Bradley, Esq., at
Bullivant Houser Bailey PC serve as the Debtor's local counsels.  
The Debtor's schedules showed total assets of $30,000,321 and
total liabilities of $63,522,426.


CAPITAL LAND: Compass FP Files Limited Objection to DIP Financing
-----------------------------------------------------------------
Compass FP Corp., creditor, tells the U.S. Bankruptcy Court for
the District of Nevada that it opposes on an limited basis the
request of Lisa M. Poulin, proposed chapter 11 case trustee, to
allow Capital Land Investors LLC to use $150,000 postpetition
financing from its affiliate, USA Investment Partners LLC.

Compass related that it does not oppose the case trustee's request
on substantive grounds since Compass is not in a proper position
to substantively evaluate the postpetition credit agreement.

Compass says that the credit agreement did not accompany the case
trustee's motion filed with the Court.  Hence, Compass requests
that the case trustee filed the credit agreement and adds that it
reserves the right to fule a further response regarding the
postpetition financing motion.

The Court will hear the matter on Jan. 24, 2008, at 9:30 a.m.

Steven H. Winick, Esq., Oriz Katz, Esq., and Michael H. Ahrens,
Esq., of Sheppard Mullin Richter & Hampton LLP represent Compass
Financial Partners LLC and Compass FP Corp., creditors.

                        About Capital Land

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  It is a single asset real company whose
primary assets is located in Perris, California, a 695-acre
unimproved land intended for development into a residential
community.  The property is presently in the late stages of the
entitlement phase.

Under an operating agreement, Capital Land's members are USA
Investment Partners LLC (holds 25% membership); Jabral Investments
LLC (25%); The Richard Craig Ashby Irrevocable Trust UTD July 27,
1998 (6.25%); The Bradly Ashby Irrevocable Trust UTD July 27, 1998
(6.25%); and The Justin Ashby Irrevocable Trust UTD July 27, 1998
(6.25%).

On April 4, 2007, USA Capital Diversified First Trust Deed Fund
LLC, USACM Liquidating Trust, and Alabruj Investments LLC filed
involuntary petition for relief under chapter 11 against USAIP,
Capital Land's affiliate.  Lisa M. Poulin, in her capacity as
chapter 11 case trustee of USAIP, with the consent of Capital
Land's remaining members, caused Capital Land to file voluntary
bankruptcy petition.

The Debtor filed for chapter 11 protection on Dec. 4, 2007 (Bankr.
D. Nev. Case No. 07-18099).  Lisa M. Poulin is the proposed
chapter 11 trustee for Capital Land.  Talitha B. Gray, Esq., at
Gordon & Silver Ltd. represents the Debtor in its restructuring
efforts and is also the proposed counsel for the case trustee.  
Peter C. Bernhard, Esq., and Georganne W. Bradley, Esq., at
Bullivant Houser Bailey PC serve as the Debtor's local counsels.  
The Debtor's schedules showed total assets of $30,000,321 and
total liabilities of $63,522,426.


CAPITAL LAND: Trustee to Evaluate Buy Offers for Property
---------------------------------------------------------
Lisa M. Poulin, proposed chapter 11 case trustee for Capital Land
Investors LLC, intends to expeditiously evaluate the Debtor's
received buy offers for its property in Perris, California.

The case trustee will also continue canvassing local and national
market for the best possible offer, negotiate optimal bid, and
complete a sale of the property subject to the approval of the
U.S. Bankruptcy Court for the District of Nevada.

Based on the case trustee's information, it is estimated that the
sale of the property will generate sufficient funds to satisfy the
debt owed to Compass Financial Partners LLC and may potentially
also satisfy or reduce the debt owed to Ohio Savings Bank.

                  Debts Secured by the Property

The Debtor obtained a $10 million loan from 89 individual
investors, previously serviced by USA Commercial Mortgage and is
currently serviced by Compass.  The Compass Loan is secured by a
first position deed of trust on the Debtor's property.

Meanwhile, Ohio Savings Bank provided the Debtor's affiliate, USA
Investment Partners LLC, a loan secured in a sum not to exceed
$44 million.  USAIP's promissory note has a present balance due of
about $13.9 million.

Additionally, as of Dec. 4, 2007, the Debtor owes $76,150 in
unpaid property taxes secured by the property.

                    Default on the Compass Loan

The Debtor defaulted on the Compass Loan and Compass commenced
foreclosure proceedings against the property, with a non-judicial
foreclosure sale set for Dec. 5, 2007.

However, due to the Debtor's prepetition marketing efforts,
including efforts of its broker, CB Richard Ellis, the Debtor
received three offers on the property, which exceed the principal
debt owed on the Compass Loan.

                        About Capital Land

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  It is a single asset real company whose
primary assets is located in Perris, California, a 695-acre
unimproved land intended for development into a residential
community.  The property is presently in the late stages of the
entitlement phase.

Under an operating agreement, Capital Land's members are USA
Investment Partners LLC (holds 25% membership); Jabral Investments
LLC (25%); The Richard Craig Ashby Irrevocable Trust UTD July 27,
1998 (6.25%); The Bradly Ashby Irrevocable Trust UTD July 27, 1998
(6.25%); and The Justin Ashby Irrevocable Trust UTD July 27, 1998
(6.25%).

On April 4, 2007, USA Capital Diversified First Trust Deed Fund
LLC, USACM Liquidating Trust, and Alabruj Investments LLC filed
involuntary petition for relief under chapter 11 against USAIP,
Capital Land's affiliate.  Lisa M. Poulin, in her capacity as
chapter 11 case trustee of USAIP, with the consent of Capital
Land's remaining members, caused Capital Land to file voluntary
bankruptcy petition.

The Debtor filed for chapter 11 protection on Dec. 4, 2007 (Bankr.
D. Nev. Case No. 07-18099).  Lisa M. Poulin is the proposed
chapter 11 trustee for Capital Land.  Talitha B. Gray, Esq., at
Gordon & Silver Ltd. represents the Debtor in its restructuring
efforts and is also the proposed counsel for the case trustee.  
Peter C. Bernhard, Esq., and Georganne W. Bradley, Esq., at
Bullivant Houser Bailey PC serve as the Debtor's local counsels.  
The Debtor's schedules showed total assets of $30,000,321 and
total liabilities of $63,522,426.


CHASEFLEX TRUST: Moody's Cuts Ratings on Five Tranches to Low-B
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches
and has placed under review for possible downgrade the ratings of
1 tranches from 2 deals issued by ChaseFlex in 2007.  The
collateral backing these classes consists of first lien, fixed and
adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its re-rating Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: ChaseFlex Trust Series 2007-3

  -- Cl. II-M4, Downgraded to A2, previously A1,
  -- Cl. II-M5, Downgraded to A3, previously A2,
  -- Cl. II-M6, Downgraded to Baa1, previously A3,
  -- Cl. II-B1, Downgraded to Baa3, previously Baa1,
  -- Cl. II-B2, Downgraded to Ba1, previously Baa2.

Issuer: ChaseFlex Trust Series 2007-M1

  -- Cl. 1-M5, Downgraded to Baa1, previously A2,
  -- Cl. 1-M6, Downgraded to Baa2, previously A3,
  -- Cl. 1-B1, Downgraded to Ba1, previously Baa1,
  -- Cl. 1-B2, Downgraded to Ba2, previously Baa2,
  -- Cl. 2-M3 Currently Aa3 on review for possible downgrade,
  -- Cl. 2-M4, Downgraded to A3, previously A1,
  -- Cl. 2-M5, Downgraded to Baa2, previously A2,
  -- Cl. 2-M6, Downgraded to Baa3, previously A3,
  -- Cl. 2-B1, Downgraded to Ba2, previously Baa1,
  -- Cl. 2-B2, Downgraded to Ba3, previously Baa2.


CHRYSLER LLC: Wants Getrag Joint Venture Resumed for 2009 Opening
-----------------------------------------------------------------
Chrysler LLC is anxious that work on a joint venture with Getrag
Corp. will resume next week in time for the 2009 opening, various
sources report.  Construction of a $530 million transmission plant
in Tipton County, Indiana, was suspended on Dec. 21, 2007, due to
a rift between Chrysler and Getrag.

As reported in the Troubled Company Reporter on June 22, 2007,
Chrysler, which was still under DaimlerChrysler AG, named Tipton
as the site of a new dual-clutch transmission manufacturing plant
with partner company, Getrag.  The $530 million investment is
another step in Chrysler's "Powertrain Offensive" -- $3 billion in
investments to produce more fuel-efficient engines, transmissions
and axles for the carmaker.

The Indianapolis Star disclosed that Chrysler has not cited
particular reasons of its discord with Getrag, however, auto
analysts say that the problem lies with Chrysler's streamlining
strategy, affecting the number of Getrag transmissions to be
produced once the plant opens in 2009.

A company spokesperson related that the deal will push through,
insisting that transmissions are needed for a new line of engines,
Reuters reports.  Government officials are hopeful that the
parties will resolve their differences because the investment is
likely to bring 1,400 jobs to the county.

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.


CITIGROUP MORTGAGE: Moody's Junks Ratings on Three Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 8 tranches and
placed on review for possible downgrade the ratings of 11 tranches
from 3 transactions issued by Citigroup in 2007.   Additionally,
one downgraded class remains on review for possible further
downgrade.  The collateral backing this class consists of
primarily first-lien, fixed and adjustable-rate, Alt-A mortgage
loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its re-rating Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: Citigroup Mortgage Loan Trust 2007-AR1

  -- Cl. A3, Currently Aaa on review for possible downgrade,
  -- Cl. A4, Currently Aaa on review for possible downgrade,
  -- Cl. M1, Currently Aa2 on review for possible downgrade,
  -- Cl. M2, Downgraded to B1, previously A2,
  -- Cl. M3, Downgraded to Ca, previously Baa2,
  -- Cl. M4, Downgraded to C, previously Baa3.

Issuer: Citigroup Mortgage Loan Trust 2007-AR7

  -- Cl. A2A, Currently Aaa on review for possible downgrade,

  -- Cl. A4A, Currently Aaa on review for possible downgrade,

  -- Cl. A5A, Currently Aaa on review for possible downgrade,

  -- Cl. A2B, Currently Aa1 on review for possible downgrade,

  -- Cl. A134B, Currently Aa1 on review for possible downgrade,

  -- Cl. A5B, Currently Aa1 on review for possible downgrade,

  -- Cl. B1, Currently Aa2 on review for possible downgrade,

  -- Cl. B2, Downgraded to B3 on review for possible further
     downgrade, previously A2,

  -- Cl. B3, Downgraded to Caa3, previously Baa2.

Issuer: Citigroup Mortgage Loan Trust 2007-OPX1

  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Downgraded to Baa2, previously A2,
  -- Cl. M-3, Downgraded to Ba3, previously Baa1,
  -- Cl. M-4, Downgraded to B1, previously Baa3.


COAST INTELLIGEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coast Intelligen, Inc.
        55 Edison Street
        West Babylon, NY 11704

Bankruptcy Case No.: 08-70163

Type of Business: The Debtor manufactures power generation and
                  packaged cogeneration systems that provide
                  primary power for small- and medium-sized
                  facilities.  See http://www.coastintelligen.com/

Chapter 11 Petition Date: January 11, 2008

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Gerard R. Luckman, Esq.
                  Silverman, Perlstein & Acampora, L.L.P.
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300

Total Assets: $1,808,654

Total Debts:  $5,601,848

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Dana Commercial Credit         $1,032,174
Attention: David H. Lesser
206 East 63rd Street
New York, NY 10021

Ray Raffesberger               $200,000
1364 Corvidae Street
Carlsbad, CA 92011-4851

Monterey Bay Academy           $39,007
786 San Andreas Road
La Selva Beach, CA 95076

Electrical Maintenance         $9,315
Consultants

Chase Business Credit Card     $6,292

Investors Property Management  $4,742
Group

Davis Industrial Pipe & Supply $4,671

Quality Thermistor, Inc.       $3,840

Superior Automatic Sprinklers  $3,356
Co.

Document Technologies, Inc.    $3,318

Reliable Emmissions            $2,760

A.T.&T. Long                   $2,449

South Coast Air Quality        $2,388
Management

San Diego Cabling              $2,231

Gary Denman                    $1,714

Protection One                 $1,537

Emerson/Electric Reliability   $1,500

Monterey Bay United Air        $1,356
Pollution

Porter Boiler                  $1,254

Coast Oil Co., L.L.C.          $1,228


COLONIAL BANK: Moody's Chips Financial Strength Rating to C-
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Colonial Bank
(bank financial strength to C- from C and long-term bank deposits
to Baa1 from A3) and its affiliates, and placed a negative outlook
on all ratings.  Colonial Bank is the lead bank of Colonial
BancGroup, Inc., an unrated financial services holding company.

Moody's said the downgrade was based on Colonial's sizable
concentration in Florida commercial real estate, residential
development in particular.  Moody's noted that Colonial's CRE
exposure accounts for over six times tangible common equity, with
construction lending comprising two-thirds of total CRE.  Moody's
believes this portfolio will worsen significantly beyond the
deterioration experienced to date.

The oversupply of Florida housing and the continuing drop in sales
and prices of single family homes highlight Moody's concern over
Colonial's Florida residential construction book.   A further
concern is Colonial's relatively large exposures to individual
real estate developers.  For example, a rise in third quarter
nonperforming assets was largely attributable to four real estate
construction credits, three in Florida and one in Georgia.  Net
charge-offs were similarly concentrated; 75% were comprised of
three loan relationships, two in Florida and one in Alabama.  
Although Colonial's NPAs as a percentage of tangible common equity
plus reserves remain a manageable 5.4%, Moody's notes the
aforementioned conditions in Florida could lead to increased asset
quality volatility.

Moody's said the negative outlook reflects the possibility of a
very sharp deterioration in the company's concentrated CRE
portfolio and the resulting impact this would have on Colonial's
profitability and capital metrics.

Colonial enters this challenging period with good liquidity and
regulatory capital ratios.

                            Downgrades

Issuer: CBG Florida REIT Corp.

  -- Preferred Stock Preferred Stock, Downgraded to Ba1 from
     Baa3

Issuer: Colonial Bank

  -- Bank Financial Strength Rating, Downgraded to C- from C

  -- Issuer Rating, Downgraded to Baa1 from A3

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa1 from
     A3

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa2
     from Baa1

  -- Senior Unsecured Deposit Rating, Downgraded to Baa1 from
     A3

Issuer: Colonial Capital Trust III

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from
     Baa2

Issuer: Colonial Capital Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from
     Baa2

                         Outlook Actions

Issuer: CBG Florida REIT Corp.

  -- Outlook, Changed To Negative From Stable

Issuer: Colonial Bank

  -- Outlook, Changed To Negative From Stable

Issuer: Colonial Capital Trust III

  -- Outlook, Changed To Negative From Stable

Issuer: Colonial Capital Trust IV

  -- Outlook, Changed To Negative From Stable

Colonial, headquartered in Montgomery, Alabama had assets of
$24.5 billion as of Sept. 30, 2007.


COLONIAL PROPERTIES: Secures Add'l $175 Million Credit Facility
---------------------------------------------------------------
Colonial Properties Trust has added $175 million of additional
borrowing capacity through the accordion feature in its existing
unsecured revolving credit facility, thereby increasing the
company's revolving borrowing capacity to $675 million.

The expanded credit facility, which matures in June 2012, will
provide additional liquidity to be used to fund the company's
development pipeline and for general corporate purposes.  As of
Jan. 10, 2008, the company had $27 million of borrowings
outstanding under this facility.

The additional capacity will provide the flexibility for the
company to execute its business plan without having to access the
public capital markets for the next twelve to eighteen months.

The pricing of the credit facility remained unchanged and bears an
interest rate of 75 basis points over the London Interbank
Offering Rate, which can be adjusted up or down based on changes
in the credit ratings of the company's senior unsecured debt.

The $675 million unsecured credit facility also includes a
competitive bid option generally for up to 50 percent of the
facility.  The facility also contains customary representations,
covenants and events of default, which were not modified in
conjunction with the expansion of the facility.

Wachovia Bank N.A. and Banc of America N.A. were the lead
arrangers for the $675 million unsecured credit facility, and the
additional commitments were provided by a syndicate of banks that
were existing lenders in the credit facility.

                About Colonial Properties

Headquartered in Birmingham, Alabama, Colonial Properties Trust
(NYSE:CLP) -- http://www.colonialprop.com/-- is a diversified   
REIT that, through its subsidiaries, owns a portfolio of
multifamily, office and retail properties where you live, work and
shop in Alabama, Florida, Georgia, Mississippi, North Carolina,
South Carolina, Virginia, Tennessee, Texas, Arizona, Nevada and
New Mexico.  Colonial Properties Trust performs development,
acquisition, management, leasing and brokerage services for its
portfolio and properties owned by third parties.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Moody's Investors Service affirmed these ratings on Colonial
Properties Trust with a negative outlook: (i) preferred stock at
Ba1; (ii) subordinated debt shelf at (P)Ba1; and (iii) preferred
shelf at (P)Ba1.


COLUMBUS MCKINNON: Evaluating Strategic Options
-----------------------------------------------
Columbus McKinnon Corporation has decided to evaluate strategic
alternatives, including the potential sale of the business.
Columbus McKinnon is in the process of selecting a financial
advisor to lead the initiative.

Univeyor, which is part of the company's solutions segment, is a
producer and supplier of both standard and custom-designed
products and systems for integrated material handling and
logistics applications.  For the 12-month period ended Sept. 30,
2007, Univeyor's net sales were $30.1 million representing 58.4%
of the solutions segment net sales of $51.5 million and 5% of the
company's total consolidated net sales of $598.4 million.  
Univeyor sells directly to the end-users of its services and
products and is based in Arden, Denmark.

                     About Columbus McKinnon

Headquartered in Amherst, New York, Columbus McKinnon Corp.  
(NasdaqGM: CMCO) -- http://www.cmworks.com/-- designs,    
manufactures and markets material handling products, systems and
services, which efficiently and ergonomically move, lift, position
or secure material.  Key products include hoists, cranes, chain
and forged attachments.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007
Moody's Investors Service upgraded Columbus McKinnon's corporate
family rating and its probability of default rating to Ba3 from B1
as the company continues to show strong operating performance and
demonstrates its commitment to creating a conservative capital
structure through debt reductions.  At the same time, Moody's
upgraded the company's senior subordinated notes to B1 from B2.  
The rating outlook is stable.


CONNIE BURFORD: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Connie B. Burford
        1781 East Azalea Circle
        Greenville, MS 38701

Bankruptcy Case No.: 08-10102

Chapter 11 Petition Date: January 10, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


CONSTELLATION COPPER: Sept. 30 Shareholders' Deficit is $17.7 Mil.
------------------------------------------------------------------
Constellation Copper Corporation reported its financial
results for the quarter ended Sept. 30, 2007.  The company's
management had determined it was impractical to meet the original
filing requirements and provide meaningful unaudited financial
statements until a management evaluation was completed.

The company had a net loss of $97.96 million for the third
quarter of 2007, compared to a net loss of $10.13 million for
the third quarter of 2006.  The net loss in the third quarter of
2007 included an asset impairment of $92.92 million, related to
continued production problems and the conversion to a leach only
operation at Lisbon Valley.

The net loss for the third quarter of 2007 included a realized
loss of $6.46 million on derivative instruments, including
$5.73 million on settlement of forward sales contracts, $549,000
on expiry of put options and $185,000 final settlement for
deliveries of cathode copper under the terms of the company's
offtake agreement.  

               Liquidity and Capital Resources
   
The company's cash balance at Sept. 30, 2007 was $10.87 million
compared to $5,726,000 at Dec. 31, 2006.  The higher cash balance
in 2007 was due to proceeds from the issuance of convertible
debentures in March 2007, net of repayment of the Lisbon Valley
project financing, funding working capital, settling forward
contracts as they become due and additions to mineral properties
and property, plant and equipment.
    
Cash used in operating activities was $8.03 million during the
third quarter of 2007, compared to $17.74 million for the third
quarter of 2006.  Cash used to build inventories during the third
quarter of 2007 was $7.04 million compared to $11.45 million
during the third quarter of 2006.
    
During the third quarter of 2007, the company received $519,000 in
connection with the exercise of options compared to $19.31 million
received in the third quarter of 2006 from the exercise of options
and warrants.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $72.68 million and total liabilities of $90.40 million,
resulting to a total shareholders' deficit of $17.72 million.

                         Going Concern

The company related that there is significant doubt about the its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.  

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92,918,000.

                  About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--  
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totalling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Constellation Copper said that negotiations with the counterparty
on the company's forward sales contracts continue to progress but
have not yet been finalized.

The company has obtained a verbal temporary waiver of the payments
that were due on Nov. 2, 2007, and Dec. 4, 2007, while the
negotiations continue.  The aggregate amount of the payments is
approximately $3.8 million.


COUNTRYWIDE FINANCIAL: Inks $4 Billion Merger Agreement with BofA
-----------------------------------------------------------------
Countrywide Financial Corp. has signed a definitive agreement to
sell its business to Bank of America Corporation in an all-stock
transaction worth approximately $4 billion.

Under the terms of the agreement, shareholders of Countrywide
would receive .1822 of a share of Bank of America stock in
exchange for each share of Countrywide.

The purchase is expected to close in the third quarter and to be
neutral to Bank of America earnings per share in 2008 and
accretive in 2009, excluding merger and restructuring costs.

Bank of America expects $670 million in after-tax cost savings
in the transaction, or 11 percent of the expense base of the two
companies' mortgage operations.  About one third of those savings
would come in 2009, two thirds would be realized in 2010 and
savings would be fully realized in 2011.

The agreement has been approved by Bank of America's board of
directors and Countrywide's board of directors and is subject to
approval by Countrywide's shareholders and customary regulatory
approvals.

In 2007, Countrywide had $408 billion in mortgage originations and
has a servicing portfolio of about $1.5 trillion with 9 million
loans.

Countrywide's deep retail distribution will enhance Bank of
America's network of more than 6,100 banking centers throughout
the U.S.  

After closing, Bank of America plans to operate Countrywide
separately under the Countrywide brand with integration occurring
no sooner than 2009.

Commenting on the transaction, Bank of America Chairman and Chief
Executive Officer Kenneth D. Lewis said, "Countrywide presents a
rare opportunity for Bank of America to add what we believe is the
best domestic mortgage platform at an attractive price and to
affirm our position as the nation's premier lender to consumers.  
Countrywide customers will gain access to a broad set of consumer
products including credit cards and deposit services.  Home
ownership is a fundamental pillar of the U.S. economy and over
time it will be a key area of growth for Bank of America."

Countrywide Chairman and Chief Executive Officer Angelo R. Mozilo
relates that "We believe this is the right decision for our
shareholders, customers and employees.  Bank of America is one of
the largest financial institutions in the U.S. and
internationally, and we are confident that the combination of
Countrywide and Bank of America will create one of the most
powerful mortgage franchises in the world.  We have had a long and
positive relationship with Bank of America and our servicing and
origination businesses, as well as other aspects of our
operations, will be substantially enhanced as a result of this
transaction."

                      Subprime Initiatives

Origination of subprime loans is not planned for the combined
company.  

Both Bank of America and Countrywide said they will continue to
work with public officials and community groups to explore new
initiatives to help homebuyers and communities affected by the
subprime issue.

Bank of America plans to expand the capacity and marketing of
credit counseling programs and internal capacity and flexibility
for loan modifications for loan workout teams following the
purchase of Countrywide.

Countrywide also has a number of programs in place designed to
minimize foreclosures where feasible.

    * On Oct. 23, 2007, Countrywide announced a major
      expansion of its foreclosure prevention efforts by
      starting a $16 billion home preservation program to
      assist as many as 82,000 subprime hybrid ARM customers
      facing ARM resets through the end of 2008.

    * On Oct. 24, 2007, Countrywide entered into a groundbreaking
      partnership with the Neighborhood Assistance Corporation of
      America to leverage Countrywide's market leading home
      retention programs and NACA's unique model for counseling
      borrowers.

    * On Dec. 21, 2007, Countrywide announced work on an agreement
      with the Association of Community Organizations for Reform
      Now to serve as a blueprint for home retention and
      foreclosure prevention initiatives in the mortgage industry,
      with a particular focus on subprime borrowers.

Bank of America was advised by Banc of America Securities and the
law firms of Cleary, Gottlieb, Steen & Hamilton LLP and K&L Gates
in the transaction. Countrywide was advised by Sandler O'Neill &
Partners LP and Goldman Sachs Group Inc. and the law firm of
Wachtell Lipton Rosen & Katz.  Countrywide's Board of Directors
was advised by Sandler O'Neill & Partners LP. Both Goldman Sachs
and Sandler O'Neill delivered fairness opinions to the Countrywide
Board.

                        Equity Investment

As reported in the Troubled Company Reporter on Aug. 24, 2007,
BofA provided Countrywide with a $2 billion strategic equity
investment, which transaction was completed and funded on
Aug. 22, 2007.

BofA's investment was in the form of a non-voting convertible
preferred security yielding 7.25 percent annually.  The security
can be converted into common stock at $18 per share, with
resulting shares subject to restrictions on trading for 18 months
after conversion.

                      About Bank of America

Bank of America -- http://www.bankofamerica.com/-- is a financial  
institution, serving individual consumers, small and middle market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk-
management products and services.  The company serves clients in
175 countries and has relationships with 99 percent of the U.S.
Fortune 500 companies and 80 percent of the Fortune Global 500.  
Bank of America Corporation stock (NYSE: BAC) is listed on the New
York Stock Exchange.

                   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.


COUNTRYWIDE FINANCIAL: Incurs Repeated Payment Crediting Errors
---------------------------------------------------------------
Two federal bankruptcy judges became impatient with Countrywide
Financial Corp.'s repeated mistakes in crediting borrower's
payments made during bankruptcy, The Wall Street Journal reports.

Specifically, WSJ relates, U.S. Bankruptcy Judge Jeff Bohm
is considering sanctions against Countrywide after the company
represented to the court that William Allen Parsley, a homeowner
which sought bankruptcy, owed fees which turned out to be
unsubstantiated and erroneous.

In addition, WSJ says, Miami Bankruptcy Judge A. Jay Cristol
authorized a U.S. trustee to obtain information about how
Countrywide made a mistake in claiming that the borrower in one
case would need to pay $4,800 a month for a mortgage during
bankruptcy.

After the borrower objected, Countrywide admitted its mistake
and reduced its claim to about $2,400 a month, according to WSJ.

                December Loan Defaults Increased

Countrywide's operational data for the month ended Dec. 31, 2007,
as reported in the Troubled Company Reporter on Jan. 10, 2008,
showed that the delinquency as a percentage of the number of loans
it serviced increased to 6.96% in month ended Dec. 31, 2007, from
5.02% in the same period last year.

In addition, average daily mortgage loan application activity
for December 2007 was $1.5 billion, which compares to $1.9 billion
for November 2007.  The mortgage loan pipeline was $35 billion at
Dec. 31, 2007, as compared to $43 billion for November 2007.

Countrywide's president and chief operating officer, David Sambol,
commented that "[a]lthough average daily mortgage loan
applications and the pipeline of mortgage loans-in-process
decreased from November, this reflected a seasonal decline
typically seen this time of year."

He added that the company's fourth quarter ended with a number
of positive operational trends, including "total loan fundings
[of] $24 billion for the month of December, up slightly from
November 2007."

                        Bankruptcy Rumors

The company recently denied speculations that it might seek
bankruptcy protection after its shares dropped 28%.

"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.

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.

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.

                   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.


COUNTRYWIDE FINANCIAL: Moody's Puts Ratings under Review
--------------------------------------------------------
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.

The rating action follows the Company's announcement that Bank of
America will acquire Countrywide Financial Corporation for $4
billion in BAC stock.  The transaction, subject to regulatory
approval, is expected to close in the third quarter of 2008.

In placing the company's ratings under review for possible
upgrade, Moody's said Countrywide's creditors and depositors will
benefit from becoming part of a highly rated entity which has
superior franchise strength in robust markets throughout the US.  
The review will focus on whether the deal will be completed.  
Moody's will also consider explicit as well as implicit support
that will be available to Countrywide's debtholders as a result of
this transaction.  In the ensuing period prior to the close of the
transaction Moody's will monitor Countrywide's liquidity and
capital management.

In a related move Moody's placed BAC's holding company ratings
(senior at Aa1) under review for possible downgrade.  Moody's also
placed Bank of America NA's A financial strength rating under
review for possible downgrade, but affirmed the bank's Aaa deposit
rating.

                  On Review for Possible Upgrade

Issuer: Countrywide Bank FSB

  -- Bank Financial Strength Rating, Placed on Review for
     Possible Upgrade, currently C-

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently Baa1

  -- OSO Rating, Placed on Review for Possible Upgrade,
     currently P-2

  -- Deposit Rating, Placed on Review for Possible Upgrade,
     currently P-2

  -- OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Baa1

  -- Senior Unsecured Deposit Note/Takedown, Placed on Review
     for Possible Upgrade, currently Baa1

  -- Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Baa1

Issuer: Countrywide Capital I

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently Ba1

Issuer: Countrywide Capital III

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently Ba1

Issuer: Countrywide Capital IV

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently Ba1

Issuer: Countrywide Capital V

  -- Preferred Stock Preferred Stock, Placed on Review for
     Possible Upgrade, currently Ba2

Issuer: Countrywide Financial Corporation

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba2

  -- Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently Ba2

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Baa3

  -- Senior Unsecured Commercial Paper, Placed on Review for
     Possible Upgrade, currently P-3

  -- Senior Unsecured Medium-Term Note Program, Placed on
     Review for Possible Upgrade, currently Baa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa3

Issuer: Countrywide Home Loans, Inc.

  -- Commercial Paper, Placed on Review for Possible Upgrade,
     currently P-3

  -- Junior Subordinated Regular Bond/Debenture, Placed on
     Review for Possible Upgrade, currently Ba1

  -- Junior Subordinated Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

  -- Multiple Seniority Shelf, Placed on Review for Possible
     Upgrade, currently (P)Ba1

  -- Senior Unsecured Medium-Term Note Program, Placed on
     Review for Possible Upgrade, currently Baa3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Baa3

                         Outlook Actions

Issuer: Countrywide Bank FSB

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Capital I

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Capital III

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Capital IV

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Capital V

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Financial Corporation

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Countrywide Home Loans, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Countrywide Financial Corporation is a leading originator and
servicer of residential mortgages based in Calabasas, California.  
At Sept. 30, 2007 the company reported assets of $209 billion and
equity of $15.3 billion.


DAGHER GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dagher Group, L.L.C.
        3300 Savell Drive
        9731 Richmond Ave, Houston, TX 77063
        Baytown, TX 77521

Bankruptcy Case No.: 08-30130

Chapter 11 Petition Date: January 11, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Larry A. Vick, Esq.
                  800 West Sam Houston Parkway South, Suite 100
                  Houston, TX 77042
                  Tel: (713) 333-6440
                  Fax: (713) 236-1342

Total Assets: $560,000

Total Debts:  $3,249,698

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Strategic Energy               Trade debt            $24,000
Two Gateway Center
Pittsburg, PA 15222

Constellation New Energy       Trade debt            $18,000
1221 Lamar, Suite 750
Houston, TX 77010

Coastal Conservation           Deposit               $10,000
Association
6919 Portwest, Suite 100
Houston, TX 77024

Digital Witness                Trade debt            $9,000

Jose Rodriquez                 Deposit               $5,000

Taylor and Taylor, P.C.        Trade debt            $3,500

Ron Monshaugen                 Trade debt            $3,500

C.&S. Janitorial               Trade debt            $3,000

Elite Waste Industries         Trade debt            $2,448

Paul Bettencourt               Taxes                 $2,000

Village Plumbing               Trade debt            $1,400

Turbo Computers                Trade debt            $1,000

Security Sure Alarm Co.        Trade debt            $750

Centerpoint Energy             Trade debt            $500

Birch Telecom                  Trade debt            $500

Cross Century Properties,      Landlord              $100
L.L.C.

Richard's Liquor               Trade debt            $0

Houston Liquor and Bar Supply  Trade debt            $0

Heartland Payment System       Trade debt            $0

Greenwood Insurance Group      Trade debt            $0


DANIEL HAYNES: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Daniel L. Haynes
        3719 Thayer Way
        Sevierville, TN 37862

Bankruptcy Case No.: 08-30108

Chapter 11 Petition Date: January 10, 2008

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Citizens National Bank           Lot 17R             $3,500,000
Post Office Box 4610             113 Helicopter     ($2,100,000
Sevierville, TN 37864            Ride Boulevard        secured)
                                 Sevierville, TN
                                 37876

Helen Haynes                     Personal Loan       $1,000,000
2720 Clabo Road
Sevierville, TN 37862

Rebecca Lea Haynes               Lot 17R               $325,000
P.O. Box 7                       113 Helicopter     ($2,100,000
Williams, OR 97544               Ride Boulevard        secured)
                                 Sevierville, TN    ($3,500,000
                                 37876             senior lien)

Priscilla R. Rockefeller         Lot 17R               $325,000
2431 Kacie Lane                  113 Helicopter     ($2,100,000
Saint Augustine, FL 32084        Ride Boulevard        secured)
                                 Sevierville, TN    ($3,825,000
                                                   senior lien)

Pearson Leasing and Finance      Equipment lease        $88,000
                                 guaranteed by debtor

Chase Master Card                Credit Card             $5,900

Sevier County Electric System    Utilities              Unknown


DELPHI CORP: Bank of America Opposes Confirmation of Plan
---------------------------------------------------------
Bank of America, N.A., files an objection with the U.S. Bankruptcy
Court for the Southern District of New York, opposing to
confirmation of Delphi Corp. and its debtor-affiliates' First
Amended Joint Plan of Reorganization.

Representing Bank of America, N.A., John T. Gregg, Esq., at
Barnes & Thornburg LLP, in Grand Rapids, Michigan, contends that
the Plan proposes assumption and cure procedures that are contrary
to Sections 1123(b)(2) and 365(b)(1) of the Bankruptcy Code.  The
Plan also potentially terminates the Bank of America's rights
under its leases regardless of whether they are assumed or
rejected, Mr. Gregg asserts.

Bank of America clarifies that it does not oppose confirmation of
the Plan as long as:

   (1) the Debtors assume the Aircraft Leases and cure any and
       all the potential defaults thereunder; and

   (2) the guaranties, liens and security agreements to which
       Bank of America is entitled under the Leases survive and
       continue in existence after confirmation of the Plan.

Prior to the Petition Date, Bank of America and Delphi Automotive
Systems Human Resources, LLC, were parties to two aircraft
leases.

In July 2006, Bank of America filed three claims against the
Debtors, each for $38,127,592 plus interest, for violations of
the Aircraft Leases.  Bank of America subsequently agreed to
withdraw its claims without prejudice pending the Debtors'
decision to assume or reject the Aircraft Leases.  In a Court-
approved stipulation, the Debtors agreed to provide Bank of
America with 10 days' prior notice of their election to assume or
reject the Aircraft Leases.

As of Jan. 10, 2008, the Debtors have neither assumed nor
rejected the Aircraft Leases.  The Debtors have also not
committed to provide Bank of America with new guaranties or
reaffirm the existing guaranties on the Aircraft Leases as part
of their cure obligations in the event that they assume the
Leases, Mr. Gregg informs the Court.

"Section 1123(b) of the Bankruptcy Code provides that a plan may,
subject to Section 365, provide for the assumption, rejection, or
assignment of an executory contract or unexpired lease of the
debtor not previously rejected under Section 365 . . . Such
assumption must occur by no later than plan confirmation,"
Mr. Gregg reminds the Court.  The Plan, however, states that the
cure, as the sole requirement for assumption, will not be
determined for a period of 45 days or more after confirmation.  
In addition, the Plan authorizes the Debtors to reject any
contract or lease for a period of five days after a final Court
order establishing a cure amount in excess of that which they
have provided.  The Plan is therefore in direct conflict with
Sections 1123(b)(2) and 365(b)(1) because the Debtors are
improperly attempting to extend their time to assume, reject, and
provide cure and adequate assurance of future performance under
assumed contracts and leases, Mr. Gregg contends.

The Debtors, according to Mr. Gregg, are seeking the approval of
procedures that require the Court to render an advisory opinion.  
The Debtors should be required to cure any breach or default
under the Aircraft Leases, he maintains.

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.  The Court will convene the hearing to consider confirmation
of the Plan on Jan. 17, 2008.

(Delphi Bankruptcy News, Issue No. 106; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DERCO INC: Files List of 19 Largest Unsecured Creditors
-------------------------------------------------------
Derco, Inc. submitted to the U.S. Bankruptcy Court for the
Northern District of California its list of 19 largest
unsecured creditors, disclosing:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Madro Kaprealian                                       $8,492,362
310 West Santa Inez Avenue
Hillsborough, CA 94010

Eurostar Diamond Traders                               $1,745,413
Hovenierstaart 53 (Box 79)
B-2018 Antwerp
Belgium

Ousher Lerner                                            $759,527
27 West 47th Street
Hillsborough, CA 94010

Olympic Diamond Corp.                                    $607,307
580 Fifth Avenue, Suite 1200
New York, NY 10036

Koder Co.                                                $449,827
Bourj Hammound, Centre
Hadidian 4th Floor
Beirut

Etessami Bros. Corp.                                     $395,862
10 West 46th Street
Suite 1803
New York, NY 10036

EFD Diamonds Ltd.                                        $320,769
Maccabi Building
22nd Floor, Suite 2238
Ramat-Gan 52520

FIBI Fine Diamond                                        $317,500
Manufacturers
6 East 45th Street, 19th Floor
New York, NY 10017

Arslanian Freres                   Inventory             $294,184
Hoveniersstraat 30
2018 Antwerp
Belgium

KGK Diamonds LLC                                         $277,859
36 West 44th Street
13th Floor
New York, NY 10036

WF Diamonds, Inc.                                        $222,309

Daniel K.                                                $216,453

Waldman Diamond Company                                  $216,132

Eclipse Jewelry Corp.                                    $213,882

Eurostar Belgium, Inc.                                   $210,323

Sachrida Styling                                         $152,769

EFD (USA) Inc.                                           $139,232

H. Pinashi, Inc.                                         $118,455

Adir Ltd.                          Inventory             $117,136

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DERCO INC: Can Hire Macdonald & Associates as Bankruptcy Counsel
----------------------------------------------------------------
Derco Inc. obtained permission from the U.S. Bankruptcy Court for
the Northern District of California to employ Macdonald &
Associates as its bankruptcy counsel.

Macdonald & Associates is expected to assist the Debtor with
formulation of its plan of reorganization, prepare schedules and
statement of financial affairs, review monthly operating reports,
respond to creditor inquiries, litigate potential claims against
third parties, and render other legal services in the Debtor's
case.

Iain A. Macdonald, Esq., a principal at Macdonald & Associates,
told the Court that the firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Iain A. MacDonald, Esq.          $400
      Heather A. Cutler, Esq.          $275
      Reno Fernandez, Esq.             $275

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

Mr. Macdonald can be contacted at:

      Iain A. Macdonald, Esq.
      Macdonald & Associates
      221 Sansome Street
      San Francisco, CA 94104-2323
      Tel: (415) 362-0449
      Fax: (415) 394-5544

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DERCO INC: Section 341(a) Meeting Scheduled for January 22
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Derco,
Inc.'s creditors on Jan. 22, 2008, at 11:00 a.m., at the U.S.
Trustee's Office, 235 Pine Street, Suite 700, in San Francisco,
California.

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 San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DUQUESNE LIGHT: Fitch Simultaneously Affirms and Withdraws Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
ratings and Stable Outlook on Duquesne Light Holdings, Inc. and
its principal subsidiary Duquesne Light Company.  Fitch will no
longer provide ratings analytical coverage or research on these
issuers.

These ratings are affirmed at their current levels and
subsequently withdrawn by Fitch:

Duquesne Light Holdings, Inc.

  -- Long-term Issuer Default Rating 'BB+';
  -- Senior unsecured debt 'BB+'.

Duquesne Light Co.

  -- Long-term Issuer Default Rating 'BBB-';
  -- First mortgage bonds 'BBB+';
  -- Preferred stock 'BBB-';
  -- Short-term IDR 'F2';
  -- Commercial paper 'F2'.


EL POLLO: S&P Places Stable Outlook on $45MM Equity Investment
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
El Pollo Loco Inc. to stable from negative.  At the same time, S&P
affirmed its ratings, including the 'B-'corporate credit rating,
on the Costa Mesa, California-based company.
     
The change in outlook comes after Freeman Spogli & Co. made a
$45 million equity investment in El Pollo Loco Inc.'s parent,
which significantly enhances the company's liquidity and financial
flexibility and will allow El Pollo Loco to accelerate new store
growth, among other things.
      
"The company's liquidity was previously constrained because it
posted collateral for a bond against damages ruled against the
company in a trademark lawsuit," said Standard & Poor's credit
analyst Charles Pinson-Rose.  "But now it has drastically enhanced
resources to fund growth capital expenditures than it did before
the judgment was rendered."


EQUIFIRST MORTGAGE: S&P Slashes Rating to D on Class B-2 Certs.
--------------------------------------------------=------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of asset-backed certificates from Equifirst Mortgage Loan
Trust 2004-2.  Concurrently, S&P affirmed its ratings on the
remaining nine classes from this series.
     
S&P downgraded class B-2 to 'D' from 'CCC' because it experienced
$97,008.79 in realized losses during the December 2007 remittance
period.  The downgrades reflect collateral performance that has
eroded available credit support during recent months.  As of the
December 2007 remittance period, cumulative losses were 3.11%, or
$20.15 million of the original principal balance.  Serious
delinquencies (90-plus days, foreclosures, and REOs) were
$22.5 million.
     
The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Current and projected credit
support percentages are sufficient to support the ratings at their
current levels.
     
Overcollateralization, excess spread, and subordination provide
credit enhancement for this transaction.  At issuance, the
collateral backing this deal consisted of subprime, fixed- and
adjustable-rate, fully amortizing first-lien mortgage loans
secured by one- to four-family residential properties.

                         Ratings Lowered
   
             Equifirst Mortgage Loan Trust 2004-2
                  Asset-backed certificates

                                 Rating
                                 ------

             Class        To               From
             -----        --               ----

             B-2          D                CCC
             M-9          B-               B
             M-8          B                BB
             M-7          BB               BBB-
             M-6          BBB+             A-

                         Ratings Affirmed

             Equifirst Mortgage Loan Trust 2004-2
                  Asset-backed certificates
                    
               Class                    Rating
               -----                    ------

               1-A-1, II-A-2, II-A-3    AAA
               M-1                      AA+
               M-2                      AA
               M-3                      AA-
               M-4                      A+
               M-5                      A
               B-1                      CCC  


FIRST DATA: Moody's Junks Rating on Untendered Notes from A2
------------------------------------------------------------
Moody's Investors Service lowered First Data Corporation's
untendered senior unsecured stub notes rating to Caa1 from A2.   
Upon completion of the tender process, First Data had
approximately $200 million of the pre-LBO senior unsecured notes
outstanding at the end of December 2007, of which $68 million will
be due in August 2008.  The downgrade of the existing notes
positions the rating at a level consistent with the company's
subordinated notes based on their junior position within the
capital structure.  The company's corporate family rating of B2
and stable rating outlook remain unchanged.

Based in Greenwood Village, Colorado, First Data Corporation is a
global leader in electronic commerce and payment solutions for
financial institutions, merchants, and other organizations
worldwide.


FIRST MAGNUS: Court Says Disclosure Statement is "Adequate"
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
First Magnus Financial Corporation's disclosure statement,
enabling the company to start soliciting creditor support for its
Chapter 11 Plan of Liquidation.

In its Jan. 8 ruling, the Court directed the company's creditors
to deliver their ballots, accepting or rejecting the Plan, on or
before 5:00 p.m., (local time in Phoenix, Arizona) on Feb. 4, at
the office of Greenberg Traurig, LLP.  Any objections to the
proposed confirmation must also be filed with the Court and
served to the Debtor's counsel on or before 5:00 p.m. on the same
day.

The Debtor will file a ballot report prior to the confirmation
hearing.

Before its final approval, the Disclosure Statement had been
revised three times to resolve the issues raised by the Court and
some creditors.  Those that filed their objections were
Countrywide Warehouse Lending and Countrywide Home Loans, Inc.,
(ii) WNS North America, Inc., (iii) WC Partners, (iv) UBS Real
Estate Securities Inc., (v) Pima County, (vi) DocuSafe of
Phoenix, Inc., and (vii) the Maricopa County Treasurer.

            Proposed Asset Liquidation and Distribution

As reported in the Troubled Company Reporter on Jan. 9, 2008, the
Court-approved Disclosure Statement provides that, under the
Plan, the liquidation and distribution of the company's estate
assets 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 National Bank of Arizona, Hilton & Meyers Advertising, Inc.,
and Pyro Brand Development, LLC, will compose the Advisory Board.  
Meanwhile, Mesirow Financial and MCA Financial Group, Ltd.,  
through their senior managing directors, will serve as Litigation
Trustee and Liquidating Trustee, respectively.

Holders of Allowed Priority Non-Tax Claims (Class 1), Allowed
Secured Claims (Class 2), Allowed General Unsecured Claims (Class
3), Allowed Rejection Damage Claims (Class 4), the Claims of WaMu
under the WaMu EPA Agreement and the WaMu Commercial Paper
Agreement (Class 5), Allowed Claims of Repo Participants under
Repurchase Agreements (Class 6) are impaired by the Plan and are
entitled to vote to accept or reject the Plan.  On the other
hand, Allowed Administrative Expense and Priority Tax claims are
not classified under the Plan and are not entitled to vote on the
Plan.     

Moreover, claims under Classes 1, 2, 3, 4, and 6 will be subject
to review and objection by the Debtor, the Creditors Committee,
the Liquidating Trust and the Litigation Trust, and may be
reduced, disallowed, subordinated or recharacterized.  Each
subclass of Class 2 will be treated as a separate class of Claims
for balloting purposes.

Under the Plan, the Debtor expects an average of 21% recovery for
claims totaling $93,708,599.  Administrative claims and priority
claims will be paid in full, while unsecured claims will be paid
10 cents on the dollar.

                        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. 16;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FIRST MAGNUS: Court Plans February 7 and 8 Confirmation Hearings
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona will convene
a hearing on the proposed confirmation of First Magnus Financial
Corp.'s Chapter 11 Plan of Liquidation on Feb. 7 and 8, at 9:30
a.m. at the United States Bankruptcy Court, 38 South Scott Avenue,
Room 446, in Tucson, Arizona.

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. 16;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FIRST NLC: Will File for Chapter 11 Protection & Liquidate Assets
-----------------------------------------------------------------
Friedman, Billings, Ramsey Group, Inc. has disclosed that First
NLC Financial Services, LLC, FBR Group's mortgage origination
subsidiary, will liquidate its assets as a result of the continued
deterioration of the non-prime market.

To effectuate its orderly liquidation, First NLC will file a
voluntary petition for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code.  FNLC's senior secured lender supports
the orderly wind-down of FNLC's business.

In addition, FBR Group announced that it would not close the
previously disclosed recapitalization and sale of FNLC.  FBR Group
has taken steps to limit its ongoing exposure to FNLC.  In
connection with the expected Chapter 11 filing, FBR Group does not
expect to recover its remaining $12 million investment in FNLC.

Paul Steven Singerman, Esq., at Berger Singerman P.A., serves as
lead bankruptcy counsel to FNLC. Peter Partee of Hunton & Williams
LLP serves as lead counsel to FBR Group in connection with FNLC's
bankruptcy.

                          About FBR Inc.

Based in Washington, D.C., Friedman, Billings, Ramsey Group, Inc.
-- http://www.fbr.com/--  provides investment banking, merger and  
acquisition advisory services, institutional brokerage, research,
asset management and private wealth services through majority
ownership of FBR Capital Markets Corporation.  FBR Capital Markets
focuses capital and financial expertise on eight industry sectors:
consumer, diversified industrials, energy & natural resources,
financial institutions, healthcare, insurance, real estate, and
technology, media & telecom.  FBR Group also invests in mortgage-
related assets and merchant banking opportunities.  The company
also has offices in Arlington, Virginia; Boston; Dallas; Houston;
Irvine; New York; San Francisco; London, England; and Sydney,
Australia.


FORD MOTOR: Creates the Verve to Ride in Small Car Popularity
-------------------------------------------------------------
Ford Motor Company is revealing the Verve, a concept vehicle that
makes clear the vision for the new small cars Ford soon will
introduce in North America.

The Verve is bold and sophisticated -- to help it clearly stand
out from other small cars on the road.  Ford is building on
decades of small car leadership in Europe as it develops new small
cars for North America to appeal to increasingly savvy customers
who value technology, design and fuel efficiency.

The Verve concept has been developed with Ford's new global
product development strategy that better leverages the company's
global strengths.  Globally, Ford is building on its European
small-car expertise to stake a bigger claim in this critically
important segment.  Ford's celebrated small car lineup in Europe
includes such top-sellers as the Ford Focus, Fiesta and Ka.

"We're looking at every aspect of what's defined Ford as a small-
car leader in Europe and working to build on this expertise in
driving dynamics and design across a global family of Ford cars
that are as exciting to drive as they are to look at," Derrick
Kuzak, Ford's group vice president, Global Product Development,
said.

"The Verve concept family provides a vision for a new world
standard for quality, design and comfort in the small car
segment," Mr. Kuzak added.  "These concepts demonstrate how
leveraging our global strengths can yield attractive benefits for
our customers in markets around the world."

          Small Car Popularity Skyrockets in North America

Momentum in small-car sales is outpacing overall industry growth
worldwide.  Globally, small car sales have grown from 23 million
units in 2002 to an estimated 38 million in 2012.  That's nearly
45% of the total expected 85-million unit industry, a level never
before achieved.  In the U.S., sales of small cars likely will
grow by 800,000, or 25% -- to a record 3.4 million units by 2012.

In fact, small cars and crossovers are the only vehicles with
projected near-term growth in the U.S.

Driving the growth in the U.S. market is a group of young people
aged 13 to 28 years -- dubbed "Millennials."  Today, this group
stands 1.7 billion strong worldwide and will represent 28% of the
total U.S. population by 2010.

As a group, Millennials embrace eco-friendliness, stay in constant
touch using modern technology and demand best-in-class products
from around the world. This group will grow from representing 19%
of the driving public in 2004 to amassing 28% in 2010.

Every day, 11,000 Millennials in the U.S. come of driving age.  
When it's time to buy their first car, nearly half of this group
shops the small-car segment.

"Millennials will be the defining group of customers in the
future, driving all types of consumer trends," Jim Farley, Ford's
group vice president, Marketing and Communications, said.  "Ford's
European-based cars are a great fit for this generation of
drivers, who have grown up with the Internet and mobile phones as
necessities, not luxuries - believing that bigger isn't
necessarily better, precision is everything and technology rules."

                        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.


FORD MOTOR: St. Thomas Assembly Plant in Ontario Starts Production
------------------------------------------------------------------
The keys to Ford Motor Company's first Lincoln Town Car to roll
off the assembly line at St. Thomas Assembly plant near London,
Ontario were presented to local Ford Lincoln dealer Bruce
Dumouchelle.

"A new chapter in the history of the St. Thomas Assembly Plant has
started as we've proudly begun producing the Lincoln Town Car,"  
Mark Boldin, plant manager of the St. Thomas Assembly Plant, said.  
"The Lincoln Town Car is an outstanding vehicle in regards to
safety with many best in class attributes -- and we're pleased to
add it to our portfolio of vehicles."

The Ford St. Thomas Assembly Plant opened in 1967 with the Ford
Falcon as its inaugural product, and has since produced more than
10 different models including the Ford Fairmont, the Mercury
Zephyr and the Ford Escort.  Since 1984 the St. Thomas Assembly
Plant, a 241,548 square meters (2,600,000 square foot) facility,
has been the global source for the Ford Crown Victoria and Mercury
Grand Marquis -- now joined by the Lincoln Town Car.

Lauded for its attention to quality, environmental responsibility
and commitment to the community, the St. Thomas Assembly Plant and
its employees have earned numerous awards.  Similarly, the Lincoln
Town Car has been highlighted for high customer satisfaction and
excellent safety ratings -- for example, the Lincoln Town Car was
the first car in history to receive the U.S. Government's highest
five-star government safety ratings for four years in a row in all
five categories (2003 - 2006).

"The employees here at the St. Thomas Assembly Plant have always
held quality as a top priority," Scott Smith, CAW plant chair at
St. Thomas Assembly Plant, said.  "That same pride will be built
into each Lincoln Town Car produced here."

The St. Thomas Assembly Plant and the Lincoln Town Car also play a
roll in Ford's commitment to sustainability and the reduction of
dependence on fossil fuels -- Ford plans to continue delivering
products capable of running on renewable fuels, such as ethanol.
Ford has more than five million flexible fuel vehicles on the
roads globally.  Ford currently offers a total of 14 flexible fuel
vehicles in various markets globally, and the Lincoln Town Car,
Ford Crown Victoria and Mercury Grand Marquis are among that
group.

In 1981 the Lincoln Town Car was introduced as its own line and
has seen re-designs for the 1990, 1998 and 2003 model years.  Each
time the Town Car has been refreshed the goal has been to enhance
qualities that define the vehicle -- roominess, ride, comfort and
safety -- as well as adding some unexpected luxurious touches such
as a THX-certified audiophile system.

"The Lincoln Town Car is a dominant player in the chauffeured
transportation industry here in North America," Mark Boldin, plant
manager of St. Thomas Assembly Plant, said.  "The overall quality
of the Town Car coupled with its reliability, tradition of a
smooth ride and superb comfort, has secured a loyal customer base
which has long experienced excellent customer satisfaction."

                          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.


FORD MOTOR: Tata May Tap Ford Executive to Head Two Luxury Brands
-----------------------------------------------------------------
After being chosen as preferred bidder for Ford Motor Co.'s
Jaguar and Land Rover brands, Tata Motors Ltd, according to
media reports, is expected to name a Ford senior executive to
head the two brands.

Last week, Ford disclosed that it has entered into "focused
negotiations at a more detailed level" with Tata Motors,
signaling that the Indian carmaker has become the preferred
bidder.

Even if there is no deal yet and nothing is final, the Press
Trust of India quoted The Sunday Times, citing unnamed senior
industry sources, as reporting that Tata was likely to name a
top Ford executive in Europe as chief executive of the Jaguar-
Land Rover group.  Presently, the group's chief executive is
Geoff Polities, an Australian, PTI notes.

                            About Tata

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the Company.  The Company's operating segments consists of
Automotive and Others.  In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations.

Tata Motors has operations in Russia and the United Kingdom.

                          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.


FRUIT OF THE LOOM: AIG Unit to Pay $42.5MM in EPA Suit Settlement
-----------------------------------------------------------------
The Department of Justice, on behalf of the Environmental
Protection Agency and other agencies, intervened in the suit
between the American International Specialty Lines Insurance
Company, Inc. and Berkshire Hathaway unit, Fruit of the Loom Inc.

Subsequently, AISLIC agreed to pay $42.5 million to clean up
contamination at four industrial facilities formerly owned by
Fruit of the Loom.

"This settlement will help clean up contaminated sites in
Michigan, New Jersey, and Tennessee," said Ronald J. Tenpas,
Assistant Attorney General for the Justice Department's
Environment and Natural Resources Division.  "This action
demonstrates the Justice Department's commitment to pursuing those
who pollute or those who inherit their clean-up obligations,
whether through insurance arrangements or other agreements."

"Insurers should take note that they may be liable for the cost of
cleaning up their bankrupt clients' environmental messes," said
Granta Nakayama, Assistant Administrator for EPA's Office of
Enforcement and Compliance Assurance.  "EPA will keep pursuing
companies who pollute the environment."

                 Background of the Cleanup Dispute

Fruit of the Loom filed for bankruptcy in 1999 and the court set
up two trusts to receive and distribute the company's remaining
assets, including its environmental insurance policies.  The
trusts subsequently tried to collect environmental cleanup costs
from AISLIC, a member company of AIG Insurance, under the
insurance policy which covered response costs and natural resource
damages under the Comprehensive Environmental Response,
Compensation, and Liability Act.  AISLIC denied coverage and then
brought a suit seeking to confirm that it was not obligated to pay
the trusts for these costs.

This settlement resolves a lawsuit that began in 2005 over
environmental insurance coverage between AISLIC and the two
bankruptcy trusts, and concludes litigation in which the
Department of Justice intervened on behalf of the EPA, the
Department of Interior, the Nuclear Regulatory Commission, and the
National Oceanic and Atmospheric Administration.  The states of
New Jersey, Tennessee, Illinois and Michigan have also joined the
settlement.

"This settlement agreement is an important step forward in
protecting the natural resources of several states from
environmental contamination," said Patrick J. Fitzgerald, U.S.
Attorney for the Northern District of Illinois.  "It goes to show
what can happen when the federal government and the States work
together."

                 Provisions of the Settlement Deal

Under the settlement agreement, AISLIC will make an initial
$30 million payment plus interest from May 15, 2007 and ten annual
payments of $1.25 million to the Fruit of the Loom trusts.  Most
of the money will be used to clean up contamination at these
hazardous waste sites:

  -- Velsicol Chemical (Hardeman) site, Toone, Tenn.
  -- Ventron/Velsicol site, Bergen County, N.J.
  -- Velsicol Chemical site, St. Louis, Mich.
  -- NWI Breckenridge site, Breckinridge, Mich.

The three largest sites - the St. Louis, Michigan, the Bergen
County, New Jersey, and the Toone, Tennessee sites - will each
receive more than $12.5 million for environmental cleanup and
restoration activities.  The Breckenridge, Michigan site will
receive $2.1 million for cleanup.

The proposed settlement agreement is subject to a 30-day public
comment period.  Following public comment, if appropriate, the
United States would file a motion for entry with the court,
seeking final court approval of the settlement agreement.

                      About Fruit of the Loom

Headquartered in Chicago, Illinois, Fruit of the Loom Inc., is a
vertically integrated basic apparel company, emphasizing branded
products for consumers ranging from infants to senior citizens.

The company and its debtor-affiliates filed for chapter 11
protection on Dec. 29, 1999 (Bankr. D. Del. Case No. 99-04497).  
Aaron A. Garber, Esq., at Pepper Hamilton LLP and Donald J.
Detweiler, Esq., at Saul Ewing LLP represented the Debtors.  When
the Debtors filed for protection from their creditors, they listed
$2,283,700,000 in total assets and $2,495,200,000 in total debts.  

The Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on April 19, 2002, under which Berkshire Hathaway
purchased substantially all of the company's assets.  The Plan
took effect on April 30, 2002.  The Plan also allowed for the
creation of The Unsecured Creditors' Trust that was charged with
completing the claims analysis and objection process for Class 4A
Unsecured Claims and implementing distributions of trust assets to
holders of those claims.


GAP INC: December 2007 Sales Decrease by 6% to $2.2 Billion
-----------------------------------------------------------
Gap Inc. reported net sales of $2.2 billion for the five-week
period ended Jan. 5, 2008, which represents a 6% decrease compared
with net sales of $2.3 billion for the five-week period ended
Dec. 30, 2006.  Due to the 53rd week in fiscal year 2006, December
2007 comparable store sales are compared with the five-week period
ended Jan. 6, 2007.  On this basis, the company's comparable store
sales for December 2007 decreased 6% compared with an 8% decrease
in December 2006.

Comparable store sales by division for December 2007 were:

   * Gap North America: negative 9% versus negative 9% last year;

   * Banana Republic North America: negative 1% versus positive 2%  
     last year;

   * Old Navy North America: negative 8% versus negative 10% last
     year; and

   * International: negative 1% versus negative 8% last year.

"We were pleased that merchandise margins in December were
significantly above last year, which is consistent with our
strategy of delivering earnings with healthy margins," Sabrina
Simmons, executive vice president of finance and acting chief
financial officer of Gap Inc., said.  "However, we did not sell
through as much inventory as we anticipated, and we'll focus on
clearing through remaining holiday product in January."

Year-to-date net sales of $14.8 billion for the 48 weeks ended
Jan. 5, 2008, increased 1% compared with net sales of $14.7
billion for the 48 weeks ended Dec. 30, 2006. Due to the 53rd week
in fiscal year 2006, fiscal year 2007 year-to-date comparable
store sales are compared with the 48 week period ended Jan. 6,
2007.  On this basis, the company's year-to-date comparable store
sales decreased 5%, compared with a 7% decrease in the prior year.

The company will report January sales on Feb. 7, 2008.

                         About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS) -
- http://www.gapinc.com/-- is an international specialty retailer
offering clothing, accessories and personal care products for men,
women, children and babies under the Gap, Banana Republic, Old
Navy, Forth & Towne and Piperlime brand names.  Gap Inc. operates
more than 3,100 stores in the United States, the United Kingdom,
Canada, France, Ireland and Japan.  In addition, Gap Inc. is
expanding its international presence with franchise agreements for
Gap and Banana Republic in Southeast Asia and the Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


GEOEYE INC: Elects Michael Horn, Sr. to Board of Directors
----------------------------------------------------------
GeoEye Inc. appointed Michael F. Horn, Sr. to its board of
directors.  On Dec. 13, 2007, GeoEye's board of directors voted to
expand the size of the board from eight to nine members.
Mr. Horn was elected to fill the vacancy and serve as a director
effective Jan. 1, 2008.

"We are delighted to have Mr. Horn join our board of directors,"
retired air force lt. gen. James A. Abrahamson, GeoEye's chairman
of the board, said.  "His stalwart financial career and audit
experience are just the skills we need to complete our board."

"I am looking forward to joining the Board of this exciting and
innovative company," Mr. Horn said.  "Applying my financial
expertise to the opportunities facing GeoEye and working with its
talented and dedicated people will be most rewarding."

"Mike will serve on GeoEye's audit and strategy committees and
provide financial guidance to the executive management team,"
Matthew O'Connell, GeoEye's chief executive officer, president and
director said.  "This is especially important as we complete our
remaining financial milestones to prepare our next-generation
GeoEye-1 satellite for launch and begin to plan the development
and financing of GeoEye-2."

Mr. Horn has more than 40 years of executive financial management,
audit, and consulting experience, including 35 years with KPMG, a
respected auditing and consulting firm, where he served as a
partner for 28 years.  He has served as an auditor and consultant
for various companies dealing with the same issues that GeoEye
will encounter.

Mr. Horn earned his bachelor of science in accounting from
Georgetown University in 1961 and completed advanced studies at
Harvard and Stanford in their executive programs.

                       About GeoEye Inc.

Headquartered in Dulles, Virginia, GeoEye Inc. (Nasdaq: GEOY) --
http://www.geoeye.com/-- is a commercial imaging satellites
operator.  GeoEye was a result of ORBIMAGE's acquisition of Space
Imaging in January 2006.  The company provides geospatial data,
information and value-added products for the national security
community, strategic partners, resellers and commercial customers.  
GeoEye operates three Earth imaging satellites: OrbView-2,
OrbView-3 and IKONOS and possesses a network of regional ground
stations, a robust image archive, and geospatial imagery
processing capabilities.

GeoEye is building its next-generation commercial satellite
imaging system, GeoEye-1, which will provide a ground resolution
of 0.41-meter panchromatic and 1.65-meter multispectral or color
imagery.  The launch of GeoEye-1 is slated for later in 2007 from
the Vandenberg Air Force Base in California.

                         *     *     *

Moody's Investor Service placed GeoEye Inc.'s long term corporate
family and senior secured debt ratings at 'Caa2' in June 2006.  
The ratings still hold to date with a stable outlook.


GINN-LA CS: Housing Recession Cues S&P to Junk Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ginn-LA CS Borrower LLC and Ginn-LA Conduit Lender Inc.
to 'CCC+' from 'B-'.  S&P also lowered its rating on Ginn-LA's
first-lien bank loan to 'CCC+' from 'B-' and lowered its rating on
the second-lien bank loan to 'CCC-' from 'CCC'.   Concurrently,
S&P removed all of the ratings from CreditWatch, where they were
placed with negative implications on March 27, 2007.  The outlook
is negative.
      
"The downgrades acknowledge the extended duration and severity of
the national housing recession and reflect our expectation for
lower-than-budgeted cash flow as land prices soften and absorption
slows within Ginn-LA's luxury resort and second home communities,"
said credit analyst James Fielding.  "However, it should be noted
that Ginn-LA's land sales in the third quarter exceeded revised
budget levels because of several bulk land sales to affiliates of
one of the borrowers' sponsors that were agreed to as part of a
restructuring that occurred in July 2007.  The restructuring
alleviated a potential liquidity event, which was one of the
concerns prompting the former CreditWatch listing."
     
The negative outlook reflects longer-term uncertainty regarding
the timing of a recovery in the discretionary luxury resort and
second-home housing niche, particularly in oversupplied Florida
housing markets.  S&P will lower the ratings further if liquidity
becomes strained again either because of materially lower-than-
anticipated sales or higher construction costs.  The ratings would
also be vulnerable if future appraisals indicate a significant
reduction in the value of the underlying real estate collateral.  
Conversely, the ratings would stabilize or possibly improve if
sales improve and debt levels are more rapidly amortized.


HARMAN INTERNATIONAL: Revises Fiscal Year 2008 Earnings Guidance
----------------------------------------------------------------
Harman International Industries, Inc. revised its previously
announced guidance for the current fiscal year ending
June 30, 2008.

The company now expects non-GAAP diluted EPS for the 2008 fiscal
year to be between $3.00 and $3.10, before after-tax merger
related costs of $8.0 million, or $0.13 per diluted share but
including the impact of the company's ongoing accelerated share
repurchase.  Because the accounting impact of previously announced
restructuring charges has not been determined, it is not included
in the current estimate and, therefore, no GAAP diluted EPS for
the fiscal 2008 year is provided.

The change in guidance was prompted primarily by a major shift in
the market for Portable Navigation Devices.  Harman says that in
recent months this sector has experienced significant pricing
pressure which is affecting the entire industry.

"While the growth fundamentals of our core business remain sound,
the difficult PND environment presents a challenge.  As we have
indicated previously, we will be launching a record number of
automotive infotainment platforms in 2008.  Although, we are not
happy with the higher than planned R&D engineering and material
costs, the additional investment is necessary to deliver the new
platforms to our valued customers," said Dinesh Paliwal, Vice
Chairman and Chief Executive Officer.  "Harman continues to have
excellent business prospects, and we are confident that we will
capitalize on these opportunities as we position our company to
achieve its full potential."

The company is implementing a series of strategic initiatives to
optimize its global footprint in manufacturing, engineering and
sourcing, to drive profitable growth and to enhance shareholder
value.  The company will provide further details on these
initiatives during its quarterly earnings conference call on
Feb. 5, 2008.

                    About Harman International

Based in Washington, D.C., Harman International Industries Inc.
(NYSE: HAR) -- http://www.harman.com/-- manufactures, designs and
markets a range of audio and infotainment products for the
automotive, consumer and professional markets.  The company
maintains a presence in the Americas, Europe and Asia and employs
more than 10,500 people worldwide.  The Harman International
family of brands spans some 15 leading names including AKG,
Audioaccess, Becker, BSS, Crown, dbx, DigiTech, DOD, Harman
Kardon, Infinity, JBL, Lexicon, Mark Levinson, Revel, QNX,
Soundcraft and Studer.

                         *     *     *

As reported in the Troubled company Reporter on Oct. 24, 2007,
Standard & Poor's Ratings Services revised its CreditWatch
implications for the 'BB-' corporate credit rating on Harman
International Industries Inc. to positive from developing.


HEARTLAND AUTOMOTIVE: Filing of Schedules Extended to April 6
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended Heartland Automotive Holdings, Inc. and its debtor-
affiliates' period to file its schedules of assets and
liabilities, schedules of executory contracts and statements of
financial affairs until April 6, 2008.

According to the Debtors, the size and complexity of their
operations and the volume of material that must be compiled and
reviewed by the their limited staff is the cause of the requested
extension.

The Debtors are comprised of 10 affiliated debtor estates with
operations spread out throughout the United States.  The Debtors
have reported approximately $396 million of debt on a consolidated
basis.

Further, given the multitude of complex issues the Debtors were
required to address in the days leading to the commencement of
these cases and the critical and weighty matters that the Debtors'
limited staff of accounting and legal personnel had to address
prior to bankruptcy filing, the Debtors would not be in the
position to complete the Schedules and Statements by the dates
required.

Based in Omaha, Nebraska, Heartland Automotive Holdings, Inc. --
http://www.heartlandjiffylube.com/-- operates quick-oil-change  
stores in the U.S.  The company and its nine affiliates filed for
Chapter 11 protection on Jan. 7, 2008 (Bank. N.D. Tex. Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P.
represents the Debtors in their restructuring efforts.  When the
Debtor files for protection from their creditors its listed
estimated assets and debts between $100 million and $500 million.


HOMEBANC MORTGAGE: Moody's Cuts Rating on Class I-B-3 to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 1 tranche from
Homebanc Mortgage Trust 2007-1.  The collateral backing this class
consists of primarily first-lien, fixed and adjustable-rate, Alt-A
mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its re-rating Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: Homebanc Mortgage Trust 2007-1

  -- Cl. I-B-3, Downgraded to Ba1, previously Baa2.


INDYMAC IMSC: Eight Tranches Obtain Moody's Junk Ratings
--------------------------------------------------------
Moody's Investors Service downgraded the ratings of 28 tranches
and placed on review for possible downgrade the ratings of 16
tranches from 12 transactions issued by Indymac in 2007.  The
collateral backing this class consists of primarily first-lien,
fixed and adjustable-rate, Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its re-rating Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: IndyMac IMSC Mortgage Loan Trust 2007-AR1

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba2, previously A2,
  -- Cl. B-3, Downgraded to Caa1, previously Baa1.

Issuer: IndyMac IMSC Mortgage Loan Trust 2007-AR2

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba2, previously A2,
  -- Cl. B-3, Downgraded to B2, previously A3,
  -- Cl. B-4, Downgraded to Caa2, previously Ba2,
  -- Cl. B-5, Downgraded to Caa3, previously B2.

Issuer: IndyMac INDA Mortgage Loan Trust 2007-AR4

  -- Cl. B-3, Downgraded to Baa3, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR1

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to B3, previously A2,
  -- Cl. B-3, Downgraded to Caa2, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR11

  -- Cl. C-M, Currently Aa1 on review for possible downgrade,
  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to B3, previously A2,
  -- Cl. B-3, Downgraded to Caa3, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR13

  -- Cl. 1-A-1, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-1, Currently Aaa on review for possible downgrade,
  -- Cl. C-M, Currently Aaa on review for possible downgrade,
  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to B2, previously A2,
  -- Cl. B-3, Downgraded to Caa1, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR15

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Baa3, previously A2,
  -- Cl. B-3, Downgraded to B3, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR17

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Baa3, previously A2,
  -- Cl. B-3, Downgraded to B3, previously Baa2.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR19

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba1, previously A2,
  -- Cl. B-3, Downgraded to B3, previously Baa2.
  
Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR5

  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to Ba1, previously A2,
  -- Cl. B-3, Downgraded to Caa1, previously Baa2,
  -- Cl. 4-M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. 4-M-2, Downgraded to Baa2, previously A2,
  -- Cl. 4-M-3, Downgraded to Ba1, previously Baa2,
  -- Cl. 4-M-4, Downgraded to B1, previously Baa3.

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR7

  -- Cl. C-M, Currently Aa1 on review for possible downgrade,
  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to B2, previously A2,
  -- Cl. B-3, Downgraded to Caa2, previously Baa2,

Issuer: IndyMac INDX Mortgage Loan Trust 2007-AR9

  -- Cl. B-2, Downgraded to Baa2, previously A2,
  -- Cl. B-3, Downgraded to B1, previously Baa2.


INNOVATIVE COMM: Court Okays Sale of V.I. Community Bank to FBNC
----------------------------------------------------------------
The Honorable Judith Fitzgerald of the U.S. Bankruptcy Court for
the Western District of Pennsylvania permitted Innovative
Communication Corp. to sell its Virgin Islands Community Bank to
First BanCorp, Judi Shimel of the Associated Press reports.  Sale
terms were not disclosed.

The island's banking commissioner, Gregory R. Francis, also co-
approved the sale.  Banking officials agreed to the sale in order
to pay the bank's debts and to meet a deadline set by the Federal
Deposit Insurance Corp., John McDonald, banking chief of the U.S.
Virgin Island, told the AP.

"We declared a state of emergency, meaning that we had to act
rapidly to protect consumers," AP quotes McDonald as saying.

Banking officials also sought for a committee to manage the bank's
stock while acquisition details are being hammered out, AP
relates, citing a government statement.

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Judge Fitzgerald appointed Trustee Stan Springel to oversee the
reorganization of the ICC enterprise.

                       About First BanCorp

First BanCorp (NASDAQ: FBNC) -- http://www.firstbancorp.com/--  
provides a wide range of banking services through its main office
located in San Juan, Puerto Rico.  The Group provides commercial
loans, consumer loans, mortgage loans and investment securities.
Commercial loan primarily includes commercial real estate loans
and construction loans.  Consumer loan consists of auto loans,
personal loans and credit card loans.  As of December 2006, the
Group had 48 full service branches.

                  About Innovative Communication

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

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

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

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

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


J&J CASINO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.&J. Casino Investments, L.L.C.
        12828 East Sprague
        Spokane, WA 99216

Bankruptcy Case No.: 08-00093

Type of Business: The Debtor owns and operates casinos.

Chapter 11 Petition Date: January 11, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C Williams

Debtor's Counsel: John F. Bury, Esq.
                  Murphy, Bantz & Bury, P.S.
                  818 West Riverside, Suite 631
                  Spokane, WA 99201-0989
                  Tel: (509) 838-4458
                  Fax: (509) 838-5466

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Quibica A.M.F.                 $9,181
7412 Utica Boulevard
Louisville, NY 13367

National Maintenance           $7,859
Contractors
P.O. Box 94563
Seattle, WA 98124

Spokane County Utilities       $6,895
P.O. Box 2355
Spokane, WA 98124

Sysco                          $6,312

Dirco                          $5,737

F.S.A.                         $3,105

Elegant Touches                $3,000

Tierex                         $2,697

Alert Distributors             $2,618

Yellowbook                     $2,441

Waste Management               $1,866

Griffiths Dreher & Evans, P.S. $1,750

Corporate Express              $1,692

Synders Bakery                 $1,657

Verizon                        $1,387

Swansons Refrigeration         $1,347

H.&S. Distributing             $1,047

Grangier                       $1,001

Direct T.V.                    $917

Apple Creek Timber             $898


J&R PALLET: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J & R Pallet of Springdale, Inc.
        P.O. Box 43
        Springdale, AR 72765

Bankruptcy Case No.: 08-70088

Type of Business: The Debtor repairs and manufactures wooden   
                  pallets.

Chapter 11 Petition Date: January 10, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Bond Law Office
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                 
Total Assets: $639,283

Total Debts:  $1,447,555

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Arkansas Capital Corp. Group   accounts              $466,826
200 S. Commerce Street            
Suite 400                      
Little Rock, AR 72201          

Metropolitan National Bank     accounts              $150,000
425 W. Capitol Avenue             
Little Rock, AR 72201          

American Express                                     $135,332
P.O. Box 297871                                     
Fort Lauderdale, FL 33329-7871

Trigon Solutions, Inc.                               $53,352

Farris Insurance Agency                              $51,946

Midwest Environmental & Pallet                       $11,664

Bank of America                                      $39,813

Rockline Industries                                  $35,000

Allen Canning Company                                $34,304

Tyson Foods (Entree Plant)                           $18,770


JLD Pallet                                           $16,652

Ozark Electronics - Springdale                       $12,932

Clements Pappas                                      $11,420

DC Transport, Inc.                                   $10,175

Willis Shaw Express                                  $9,857

Tyson Foods (Freezer)                                $8,578

AmeriGas                                             $7,427

Stanley Fastening                                    $6,398


JJC ENTERPRISES: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: J.J.C. Enterprises, Inc.
        dba Greenskeepers
        709 St. Croix Street
        P.O. Box 781
        River Falls, WI 54022

Bankruptcy Case No.: 08-10084

Type of Business: The Debtor provides professional lawn care, snow
                  removal and landscaping services.  See
                  http://www.thegreenskeepers.com/

Chapter 11 Petition Date: January 10, 2008

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Lawrence J. Kaiser, Esq.
                  1109 West MacArthur Avenue
                  Eau Claire, WI 54701
                  Tel: (715) 832-1320

Total Assets: $321,376

Total Debts:  $1,309,579

List of Debtor's 21 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                             $138,125
P.O. Box 21126
Philadelphia, PA 19114

Daimler Chrysler                                     $115,000
P.O. Box 354
Lisle, IL 60532-0354

Wisconsin Dept. of Revenue                           $100,000
P.O. Box 8902
Madison, WI 53708

Michael & Evonne Ganz                                $95,000

Gregory & Nancy Sarno                                $87,500

Citicapital Commercial Corp.   Business Loan;        $32,500
                               value of security:
                               $55,500

Mildred L. & Robert O. Stevens                       $50,000

Wisconsin Department of Work                         $50,000
Force Development

Capital One Bank                                     $15,962

Real Green Systems                                   $9,650

St. Croix County                                     $8,487

Huebsch Services                                     $8,188

State Auto Insurance                                 $7,273

Robert L. & Patricia Stevens                         $6,500

Resultants for Business                              $5,900

Dell Financial Services                              $5,324

City of River Falls                                  $4,820

Hofmeister Oil Co., L.L.C.                           $4,715

American Fence Co.                                   $4,606

Redmon Law Chartered                                 $4,475

Minnesota Dept. of Revenue                           $3,454


KIDS CONNECTION: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kids Connection, Inc.
        1970 Beach Park Boulevard
        Foster City, CA 94404

Bankruptcy Case No.: 08-30026

Type of Business: The Debtor is an on-site school care.
                  See: http://www.kidsconnection.info/

Chapter 11 Petition Date: January 9, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: William J. Healy, Esq.
                  Campeau, Goodsell and Smith
                  440 N. 1st Suite #100
                  San Jose, CA 95112
                  Tel: (408) 295-9555
                  http://www.campeaulaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Kirk Freeman
214 Grant Avenue, #301                               $170,000
San Francisco, CA 94108

City National Bank                                   $41,001
P.O. Box 60938
Los Angeles, CA 90060

Tombor Perisho                                       $6,546
355 Santana Row #2000
San Jose, CA 95128

Wells Fargo/Mastercard                               $5,813

Republic Indemnity Co. of America                    $5,571

Wells Fargo/VISA                                     $3,772

Rentschler/Tursi                                     $3,173

Wolfpack Dental                                      $2,476

Allied Waste Service #925                            $2,077

City of Foster City                                  $2,025

Office Depot                                         $1,924

Genesis Building Services                            $1,702

Department of Social Services                        $1,400

New Discovery Tours                                  $1,033

Northwest Security                                     $269


MACY'S INC: December 2007 Total Sales Down 7.4% at $4.6 Billion
---------------------------------------------------------------
Macy's, Inc. reported total sales of $4.6 billion for the five
weeks ended Jan. 5, 2008, a decrease of 7.4% compared to total
sales of $4.9 billion in the five weeks ended Dec. 30, 2006.  On a
same-store basis, Macy's, Inc. sales were down 7.9% in December.  
This is below guidance for December same-store sales to be down
between 4% and 7%.

For the November-December period combined, Macy's, Inc.'s same-
store sales were down 1.1%.  This is consistent with guidance for
the company's fourth quarter same-store sales to be in the range
of down 2% to up 1%.

For the year to date, Macy's, Inc. sales totaled $25.0 billion,
down 0.5% from total sales of $25.188 billion in the first 48
weeks of 2006. On a same-store basis, Macy's, Inc.'s year-to-date
sales were down 1.0%.

"Given the calendar shift between November and December, we noted
previously that the two-month holiday selling period needed to be
viewed together rather than each month individually," Terry J.
Lundgren, Macy's, Inc. chairman, president and chief executive
officer, said.  "After a strong November, we had hoped that a more
positive sales trend would continue through December.  But
macroeconomic trends led customers to spend cautiously for the
holiday.  That said, we remain on track to be within our guidance
for same-store sales in the fourth quarter, albeit at the low end
of the range of down 2% to up 1%."

The company expects January same-store sales to be down by 4% to
6% compared with last year.

Headquartered in Cincinnati and New York, Macy's Inc. (NYSE: M) --
http://www.fds.com/-- is one of the nation's premier retailers,
with fiscal 2006 sales of $27 billion.  The company operates more
than 850 department stores in 45 states, the District of Columbia,
Guam and Puerto Rico under the names of Macy's and Bloomingdale's.
The company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  Prior to June 1, 2007, Macy's Inc. was
known as Federated Department Stores Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed all ratings of Macy's Inc.,
including its long term rating of Baa2, Prime 2 short term
rating, and (P)Ba1 Preferred shelf rating but changed the outlook
to negative from stable.  The change in outlook was prompted by
the continuing negative comparable store sales in the former May
doors, credit metrics that are at the trigger points cited in
Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the
uncertain outlook on consumer spending that could further delay
improvement in the former May stores' performance.


MASTR ASSET: Realized Losses Cue S&P to Give D Rating
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-12 mortgage pass-through certificates from MASTR Asset Backed
Securities Trust 2005-WMC1 to 'D' from 'CCC'.  S&P also affirmed
its ratings on the remaining 16 classes from the same series.
     
S&P downgraded class M-12 because it experienced $1,427,054.91 in
realized losses during the December 2007 remittance period.  This
transaction has paid down to $201.892 million, or 22.19% of the
original principal balance.  Cumulative realized losses to date
total $14.4 million.
     
Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  At issuance, the collateral
backing the deals consisted of subprime fixed- and adjustable-rate
fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.

                         Rating Lowered

        MASTR Asset Backed Securities Trust 2005-WMC1
             Mortgage pass-through certificates

                                 Rating
                                 ------

             Class        To               From
             -----        --               ----

             M-12         D                CCC

                        Ratings Affirmed

        MASTR Asset Backed Securities Trust 2005-WMC1
             Mortgage pass-through certificates

              Class                    Rating
              -----                    ------

              A-1,A-2,A-3,A-4,A-5      AAA
              M-1                      AA+  
              M-2                      AA  
              M-3                      AA-  
              M-4                      A+  
              M-5                      A  
              M-6                      A-    
              M-7                      BBB+  
              M-8                      BBB  
              M-9                      B  
              M-10                     B-  
              M-11                     CCC


MAXJET AIRWAYS: Taps Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware for permission to employ Pachulski Stang
Ziehl & Jones LLP as its bankruptcy counsel, nunc pro tunc to
Dec. 24, 2007.

Pachulski Stang is expected to:

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

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

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

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

   e) perform all other legal services for the Debtor that may
      be necessary and proper in these proceedings.

The firm's professionals and their compensation rates are:                     

      Professionals                 Hourly Rates
      -------------                 ------------
      Laura Davis Jones, Esq.           $750
      James E. O'Neil, Esq.             $475
      Timothy P. Cairns, Esq.           $350
      Louise Touschak                   $180
      Karina Yee                        $180

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

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).  The Debtor listed assets
between $10 million and $50 million and debts between $50 million
to $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: Wants Until Feb. 19 to File Schedules & Statement
-----------------------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware to further extend, until Feb. 19, 2008,
the period to file its schedules of assets and liabilities and
statements of financial affairs.

The Debtor's deadline to file schedules and statements will expire
on Jan. 23, 2008.

The Debtor tells the Court that it was unable to complete and
finalize its schedules and statements because of the limited staff
available to review its books, accounts and records.

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).  The Debtor listed assets
between $10 million and $50 million and debts between $50 million
to $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: Section 341(a) Meeting Scheduled for February 1
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of MAXjet Airways Inc. on Feb. 1, 2008, at 10:00 a.m., prevailing
eastern time.

The meeting will be held at J. Caleb Boggs Federal Courthouse,
844 King Street, 2nd Floor in Room 2112 in Wilmington, Delaware.

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.

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).  The Debtor listed assets
between $10 million and $50 million and debts between $50 million
to $100 million when it filed for bankruptcy.


MCCLATCHY CO: Moody's Puts Corporate Family Rating at Ba2
---------------------------------------------------------
Moody's Investors Service downgraded The McClatchy Company's
Corporate Family rating to Ba2 from Ba1 concluding the review for
downgrade initiated on Nov. 9, 2007.  The downgrade reflects
Moody's expectation that revenue declines in 2008 will continue to
pressure operating cash flow due to weakness in McClatchy's local
operating regions.  Moody's believes this pressure will sustain
credit metrics at levels considerably weaker than anticipated for
2008 at the time of June 2006 Knight Ridder acquisition despite
continued aggressive cost management and debt reduction.  In
Moody's opinion, the cyclical downturn in residential real estate
is contributing to the revenue pressure, and this was a factor
limiting the downgrade to one notch.  Moody's also assigned an
SGL-2 speculative-grade liquidity rating.  The rating outlook is
negative.

                           Downgrades     

Issuer: McClatchy Company

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Bank Credit Facility, Downgraded to Ba1,
     LGD2-25% from Baa3, LGD2-27%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Ba3, LGD5-80% from Ba2, LGD5-82%

                         Outlook Actions

Issuer: McClatchy Company

  -- Outlook, Changed To Negative From Rating Under Review

                           Assignments

Issuer: McClatchy Company

  -- SGL-2 Speculative-Grade Liquidity rating

                           Withdrawals

Issuer: McClatchy Company

  -- NP Commercial Paper rating

McClatchy's Ba2 CFR reflects good cash flow generated from the
portfolio of newspapers and online properties.  Good reader
demographics and the depth and quality of reporting in local
markets drive demand from advertisers, which along with the
company's strong cost management deliver above average industry
margins that support the cash flow.  Leverage remains high as a
result of the debt used to fund the Knight Ridder acquisition and
reductions in EBITDA due to revenue pressure, positioning
McClatchy in the Ba rating category.

The negative rating outlook reflects the uncertainty over the
extent and duration of the current cyclical slowdown and ultimate
recovery in McClatchy's local markets.  The potential for
incremental revenue pressure on advertising will present
challenges to reduce debt-to-EBITDA (incorporating Moody's
standard adjustments) to the 4.5x or below level by mid-2009
anticipated for the Ba2 rating and maintain compliance with credit
facility covenants.

Moody's believes McClatchy should cover its obligations over the
next 12 months through internally generated cash flow, but
headroom under financial covenants in the credit facility is
modest and this leads to an SGL-2 rating.  Moody's expect
McClatchy will generate free cash flow in the $150 - $175 million
range in 2008 and there are no mandatory debt repayments until the
$200 million note maturity in April 2009.  Moody's withdrew the NP
commercial paper rating as the company has no current plans to
utilize the program.

The McClatchy Company, headquartered in Sacramento, California, is
the third largest newspaper company in the U.S., with 31 daily
newspapers and approximately 50 non-dailies.  McClatchy also owns
McClatchy Interactive, Real Cities and equity investments in
CareerBuilder, Classified Ventures, and other newspaper and online
properties.  Annual revenue approximates $2.5 billion.


METTS CONSTRUCTION: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Metts Construction, Inc.
        P.O. Box 6
        Chapin, SC 29036

Bankruptcy Case No.: 08-00272

Type of Business: The Debtor provides construction services.

Chapter 11 Petition Date: January 11, 2008

Court: District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Barbara George Barton, Esq.
                  1715 Pickens Street (29201)
                  P.O. Box 12046
                  Tel: (803) 256-6582
                  Columbia, SC 29211-2046

Total Assets: $4,187,424

Total Debts:  $4,484,329

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sailors Asphalt & Paving Co.                         $264,799
115 Wildlife Drive
Union, SC 29379

Mid-Atlantic Drainage, Inc.                          $214,110
P.O. Box 861
Irmo, SC 29063

Pipeline Supply Co., Inc.                            $164,659
P.O. Box 890709
Charlotte, NC 28289

County of Lexington                                  $106,982

Fireman's Insurance                                  $71,011

Concrete Services of Midland                         $66,386

G.E. Capital                   value of security:    $65,239
                               $300,000

Martin Marietta                                      $45,985

Ned Brewer Construction,                             $43,475
L.L.C.

C.N.H. Capital                 value of security:    $62,987
                               $160,000

Smoke Oil, Inc.                                      $33,321

Business Carolina              value of security:    $30,261
                               $67,700

H.D. Supply Waterworks, Ltd.                         $29,860

Pete Duty and Associates, Inc.                       $24,610

Russell Shealy's, L.L.C.                             $23,993

Blackseal, L.L.C.                                    $18,991

Rose Metts                                           $17,000

A.W.M.                                               $16,600

Whitworth and Associates, Inc.                       $16,000


MJ CIGELSKE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: M.J. Cigelske, L.L.C.
        N7156 East Plaza Drive
        Beaver Dam, WI 53916

Bankruptcy Case No.: 08-20264

Chapter 11 Petition Date: January 13, 2008

Court: Eastern District of Wisconsin (Milwaukee)

Judge: Susan V. Kelley

Debtor's Counsel: J. David Krekeler, Esq.
                  Krekeler Strother, S.C.
                  15 North Pinckney Street, Suite 200
                  P.O. Box 828
                  Madison, WI 53701-0828
                  Tel: (608) 258-8555
                  Fax: (608) 258-8299

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
McCallum Electric, Inc.        electrical services   $15,000
N7078 South Crystal Lake
Beaver Dam, WI 53916

Applied Sealcoating            parking lot seal      $14,950
N4996 Astor Road               coating and
Iron Ridge, WI 53035           construction

Chase Bank Freedom             purchase on account   $14,919
P.O. Box 15415
Wilmington, DE 19850-5145

Advanta Bank Corp.             purchase on account   $9,641

Zabel Construction, L.L.C.     carpentry services    $8,947

Silloway Builders              carpentry services    $8,166

Chase Bank U.S.A., N.A.        purchase on account   $7,217

Neuman Pools                   whirlpool purchase    $7,000

Braun Elevator                 elevator purchase and $6,285
                               installation

John Oechsner                  steel building        $5,827
                               construction

Central Well Drilling, Inc.    well drilling expense $4,666

United Building Centers        ceiling tiles and     $3,350
                               column covers

Robert's Painting, Ltd.        metal painting        $2,880
                               services

Hometown Glass                 window purchases      $1,500

Riva Architects, L.L.C.        architect/            $1,340
                               professional fees

Hermanns Construction          blockwork             $575


MOSAIC CO: Debt Reduction Cues S&P to Lift Rating to BB+
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on The
Mosaic Co. by one notch, including the corporate credit rating to
'BB+' from 'BB'.  The outlook is positive.
      
"The upgrade follows a few quarters of very strong operating
results and more than $1 billion of debt reduction since May
2007," said Standard & Poor's credit analyst Cynthia Werneth.
     
At Nov. 30, 2007, total debt, adjusted to include about
$550 million of tax-effected asset retirement and postretirement
obligations and capitalized operating leases, was about
$2.2 billion.  This was before $150 million of debt reduction in
December.
     
In addition, S&P placed the senior unsecured debt ratings on
CreditWatch with positive implications pending a review of the
notching analysis for those instruments in light of the
significant repayment of senior secured debt.
     
The ratings on Plymouth, Minnesota-based Mosaic reflect its
position as a leading global fertilizer producer and its improving
financial profile.  Also incorporated in S&P's credit risk
assessment are industry cyclicality, operating risks associated
with the company's mining operations, and a material control
weakness that management is working to resolve.
     
Mosaic is a leading global producer of phosphate and potash
fertilizer and feed, with last-12-months sales of more than
$7 billion.  It also has a small position in nitrogen fertilizers.


NELSON HERNANDEZ: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Nelson Ramos Hernandez
         Carmen e Negron Berrios
         dba Bufete Legal Ramos Hernandez
         P.O. Box 7132
         Ponce, PR 00732

Bankruptcy Case No.: 08-00088

Chapter 11 Petition Date: January 10, 2008

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444                  

Total Assets: $1,665,054

Total Debts:  $1,599,445

Debtors' list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Western Bank                     Bank loan             $215,000
P.O. Box 1180                                       Collateral:
Mayaguez, PR 00681-1180                                 $20,833
                                                     Unsecured:
                                                       $194,167

WesternBank                                            $126,681
Dep de Cobros
P.O. box 1180
Mayaguez, PR 00681-1180

Doral Financial Corp             Bank loan             $641,558
P.O. Box 71529                                      Collateral:
San Juan, PR 00936                                     $700,000
                                                     Unsecured:
                                                        $67,519

Internal Revenue Service                                $61,041

Departamento de Hacienda                                $24,048

Carlos Nieves Badillo                                   $17,500

Eurolease                                               $37,751
                                            Collateral: $27,000
                                             Unsecured: $10,751

ECMC                                                    $10,625

Raul N Perez Perez                                       $9,610

Autoridad de Energia                                     $6,042
                                            
Axesa Servicios de Information                           $6,000

Xerox Corporation               Trade debt               $6,000

LVNV Funding LLC                                         $5,584

Crim                                                     $4,167


NESTOR INC: Non-Registration Cues Two Shareholders to Sell Stake
----------------------------------------------------------------
Nestor Inc. disclosed that Silver Star Partners I LLC and
Foundation Partners I LLC intend to liquidate their registered
Nestor's common stock holdings in the near future.

Nestor's General Counsel, Brian Haskell, was given notice, in
October 2007, that Silver Star, pursuant to its 2003 Investor's
Rights Agreement for Demand Registration, of its demand register
all Silver Star Partners I LLC unregistered common stock holdings.

To date, the company has ignored this request for demand
registration.

The Partnerships' advisors believe, prior to any registered NEST
shares being sold in the open market, it is informative for
interested parties to know that two members of the board of
directors of Nestor have brought a lawsuit against Silver Star,
Foundation Partners I, LLC and William B. Danzell, General Partner
of both partnerships in Beaufort County, South Carolina and filed
a motion seeking to remove the General Partner, freeze Silver Star
assets, dissolve the Partnership, and appoint a Receiver.

The Court denied the motion seeking this relief, stating the
relief requested by the Plantiffs was "drastic, unnecessary and
could detrimentally effect the".

The Defendants filed counterclaims, on December 3, 2007, against
four of Nestor's board of directors members.  The two directors
that are Plantiffs in the lawsuit, Mr. Edward Heil, who is also a
board of director member of American Ecology and Mr. David Jordan
are named in the counterclaims.  Well as Nestor's chairman, George
Ball, who is also, chairman of Sanders Morris Harris Group and
Nestor's chief executive officer and director, Clarence Davis.  
Among the counter-claims, is the violation of the Racketeer
Influenced and Corrupt Organization Act.

                       About Nestor Inc.

Headquartered in Providence, Rhode Island, Nestor Inc. (NASDAQ:
NEST) -- http://www.nestor.com/-- is a provider of advanced   
intelligent traffic management solutions.  Nestor Traffic Systems
provides automated traffic enforcement solutions to state and
municipal governments.  Nestor Traffic Systems is the exclusive
North American distributor for the Vitronic PoliScanSpeed(TM)
scanning LiDAR capable of tracking multiple vehicles in multiple
lanes simultaneously.  CrossingGuard(R) uses patented multiple,
time-synchronized videos to capture comprehensive evidence of red
light and speed violations.  In addition, CrossingGuard(R) offers
customers a unique Collision Avoidance(TM) safety feature that can
help prevent intersection collisions.  CrossingGuard(R) is a
registered trademark of Nestor Traffic Systems, Inc.
PoliScanSpeed(TM) is a trademark of Vitronic.

                        Going Concern Doubt

Carlin, Charron, & Rosen LLP raised substantial doubt about Nestor
Inc.'s ability to continue as a going concern, after it audited
the company's financial statements for the fiscal year ended Dec.
31, 2006.  The auditors point to the company's accumulated deficit
at Dec. 31, 2006, and substantial net losses in recent years.


NOVASTAR FINANCIAL: Cuts Jobs; Drops Retail & Brokerage Operations
------------------------------------------------------------------
The Audit Committee of the Board of Directors of NovaStar
Financial Inc. committed the company to a workforce reduction
pursuant to an exit or disposal plan.  The company is undertaking
the plan in connection with its decision to discontinue its retail
and brokerage operations in order to preserve cash and reduce debt
and in light of the company's inability to satisfy certain minimum
licensing requirements for these operations relating to the net
worth and financial condition of the company.  The company and its
subsidiaries will surrender to appropriate regulatory authorities
or otherwise allow to lapse all licenses and other governmental
authorizations relating to its mortgage origination and brokerage
businesses.  Discontinuing such licenses and governmental
authorizations may hinder or otherwise negatively affect the
ability of the company to recommence a mortgage origination and  
mortgage brokerage business if marketconditions improve.

The plan will result in the elimination of approximately 170
positions.  The company expects to have approximately 30
employees, overall, after this reduction in workforce.  Subject to
completion of the necessary legal notices and requirements,  
implementation of the plan will begin immediately and is expected
to conclude during the first quarter of 2008.

The company's mortgage portfolio management operations were not
affected by the reduction.

The company estimates that the total pre-tax charge to earnings  
associated with the plan will range between $1.3 million and
$1.8 million, consisting primarily of cash expenditures for
severance costs.  The company anticipates that substantially all
of the pre-tax charges to earnings and cash expenditures will
be incurred in the first quarter of 2008; however some may be
incurred in the second quarter of 2008.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.


NOVASTAR FINANCIAL: NYSE to Suspend Common Stock on January 17
--------------------------------------------------------------
The New York Stock Exchange Regulation Inc. disclosed that the
common  stock of  NovaStar  Financial,  Inc. and its 8.90% Series
C Cumulative  Redeemable  Preferred Stock will be suspended  prior
to the opening of the market on Thursday, Jan. 17, 2008.

NYSE reported on Oct. 17, 2007 that it had determined  that the
company's  securities  should be removed from the list.  The
company requested a review of this  determination by a Committee
of the Board of Directors  of the  NYSE  Regulation,  which  
review  was  held on Dec. 5, 2007.  The staff of the NYSE
Regulation notified the company that the Committee had affirmed
the NYSE Regulation  Staff's  determination that the  company  
should be  delisted  by letter on  Jan.  10,  2008,  citing the
termination of the company's  status as a Real Estate  Investment  
Trust and the Company's  failure to qualify for original listing
as a corporation,  in support of its  determination  that the
company's  securities are no longer suitable for continued listing
on the NYSE.  Following suspension, application will be made to
the  Securities  and  Exchange  Commission  to delist the  
company's  common and preferred shares.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.


OM GROUP: Moody's Withdraws B1 Corp. Rating with Stable Outlook
---------------------------------------------------------------
The Corporate Family Rating of B1 and stable outlook for OM Group,
Inc. have been withdrawn by Moody's Investors Service.   The
rating was withdrawn for business reasons and because this issuer
has no rated debt outstanding.


OMNOVA SOLUTIONS: S&P Keeps B+ Rating on $150 Mil. Senior Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its bank loan and
recovery ratings on OMNOVA Solutions Inc. are unchanged following
a recent amendment.  The bank loan rating on OMNOVA's $150 million
senior secured term loan facility is 'B+', the same as the
corporate credit rating, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50%-70%) recovery in a payment
default scenario.
     
OMNOVA increased the size of its asset-based revolving credit
facility to $90 million from $80 million through an amendment
dated Dec. 28, 2007.  There were no other material changes to the
terms and conditions of the ABL, including the maturity, borrowing
rates, covenants, and collateral under the facility.   The
amendment permitted the company to utilize borrowings under the
ABL for the purchase of the remaining equity interest in its Asian
joint ventures.  The $28 million transaction was completed on
Jan. 7, 2008.
     
As a result of the amendment, S&P have revised its default and
recovery analysis.  However, S&P's recovery rating on the term
loan remains unchanged, despite the increase in the amount of ABL
debt, which has a higher priority in the company's working capital
assets.

The corporate credit rating on OMNOVA is 'B+.'


PARKLINE PROPERTIES: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Parkline Properties L.L.C.
        203 Water Street
        Henderson, NV 89015

Bankruptcy Case No.: 08-10206

Chapter 11 Petition Date: January 10, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Terry V. Leavitt, Esq.
                  601 South 6th Street
                  Las Vegas, NV 89101
                  Tel: (702) 385-7444
                  Fax: (702) 385-1178
                  http://www.ix.netcom.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Doctor's Company           debt                  $2,500,000
185 Greenwood Drive
Napa, CA 94558

S2 Specialty Structures        debt                  $27,182
8076 W. Sahara, Suite B
Las Vegas, NV 89117

Western Technologies           debt                  $16,299
3611 West Thompkins Avenue
Las Vegas, NV 89103

Design for Living              debt                  $13,447

John Viver                     debt                  $11,087

Reade and Associates           debt                  $10,157

Camco Pacific                                        $3,565

Blakeley Construction                                $1,000

WRG                            debt                  unknown

Massengle Construction                               unknown

Helix Electric                                       unknown

Embarq Ld                                            unknown

D&D Steel                      lawsuit               unknown

American Asphalt                                     unknown


PENN TREATY: S&P Ratings Unaffected by Financial Restatements
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
Penn Treaty American Corp. that it had concluded its financial
restatements for fiscal years 2003, 2004, and 2005 will have no
effect on the rating on PTAC's subsidiary, Penn Treaty Network
America Insurance Co. (PTNA; B-/Stable/--).
     
PTAC announced that its 2005 restatement will result in book value
reductions of less than $1 million.  The company will not restate
results for years before 2005 and will release unaudited results
for year-end 2006 by the week of Jan. 28, 2008.  S&P continues to
await the filing of PTAC's audited year-end 2006 results to
complement its analysis of the company, which has relied on
statutory results.
     
Furthermore there remains the issue of PTAC's potential delisting
by the NYSE, which granted a trading extension until Feb. 16,
2008, while the company completes its financial results and 10-K
for the period ended Dec. 31, 2006.  If the NYSE delisted PTAC,
there would be moderate negative reputational and financial
consequences.


PETER BORLO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Peter Alexander Borlo
        1800 Narrows Lane
        Silver Spring, MD 20906

Bankruptcy Case No.: 08-10496

Chapter 11 Petition Date: January 10, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Ronald B. Greene, Esq.
                  Ronald B. Greene Law Office
                  9500 Annapolis Road
                  Suite B-5
                  Lanham, MD 20706
                  Tel: (301) 577-1300

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


PETROLEUM DEVELOPMENT: S&P Puts 'B' Rating with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating, with a stable outlook, to oil and gas exploration
and production company Petroleum Development Corp.   At the same
time, S&P assigned a 'B-' rating to the company's proposed
$250 million in senior unsecured notes.
     
Pro forma for the notes issuance, Bridgeport, West Virginia-based
PDC had $250 million in debt as of Sept. 30, 2007.
     
"The corporate credit rating reflects PDC's limited scale, above-
average cost structure, and significant concentration in Rocky
Mountain natural-gas-producing basins," said Standard & Poor's
credit analyst David Lundberg.  "These weaknesses are only
partially mitigated by a long reserve life, good inventory of
future drilling locations, and moderate initial financial leverage
measures."


PHARMED GROUP: Court Approves Bidding Procedure for Sale of Asset
-----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of Florida approved Pharmed Group Holdings Inc. and its debtor-
affiliates' bidding procedure for the sale of certain real
property to Invatec Ltd., subject to better and higher offer.

The Debtors tell the Court that Invatec purchased the assets for
$1.2 million.

To participate in the public sale, interested bidders must deliver
an initial written purchase offer on or before Jan. 18, 2008, at
5:00 p.m.

Each bidder must place an initial $120,000 deposit in escrow in
the trust account of the Debtors' counsel.  The initial qualified
competing bid must exceed the purchase price by at least $25,000.

The Debtors will conduct an auction on Jan. 22, 2007, at Berger
Singerman P.A., 200 S. Biscayne Boulevard, Suite 1000 in Miami,
Florida

The Court will convene a final hearing on Jan. 21, 2008, at 2:00
p.m., at the U.S. Courthouse, 51 S.W. First Avenue, Room 1406.

Paper filed with Court did not disclose any break-up fee.

Objections to the sale must be filed with the Court no later than
Jan. 21, 2008.

                       About Pharmed Group

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

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.


PLASTECH ENGINEERED: Moody's Junks Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service lowered the ratings of Plastech
Engineered Products, Inc.:

  -- Corporate Family to Caa3 from B3;

  -- Senior secured ABL revolving credit facility to Caa2 from
     B1;

  -- Senior secured first lien term loan to Caa3 from B3; and

  -- Senior secured second lien term loan to Ca from Caa2.

The outlook is negative.

The rating downgrade reflects Moody's concern that Plastech's
earnings and cash flow prospects will continue to weaken in the
current environment of depressed automotive demand and increasing
raw material costs, and that the company's ability to maintain an
adequate liquidity profile could be at risk if weakening operating
performance results in covenant violations under the company's
debt agreements.

Demand for the various plastic components which Plastech produces
has fallen due to lower production volumes of North American
automotive OEMs, and is likely to remain depressed during 2008.  
With reduced volumes, the company's ability to fully absorb its
fixed cost structure will become more challenging, placing further
pressure on margins.  The company has attempted to mitigate these
pressures with operational improvements, and other initiatives to
increase volumes.

However, raw material costs for the plastic resins used in the
company's products have also been rising, and the company's
ability to fully recover these costs is limited under contracts
with end customers.  While the company's business relationship
with Johnson Controls, Inc. has boosted revenues, the level of
profit contribution lags expectations due to a delay in the start
of the business, and volume variances.  Taken together, these
factors have led to higher debt levels and are likely to result in
further erosion of financial metrics.  While the company remained
in compliance with financial covenants in its debt facilities
through the third quarter of 2007, deteriorating business
conditions and stepped up covenant requirements for the period
ending Dec. 31, 2007 and for the first quarter of 2008 could pose
near term challenges.

The negative outlook considers the headwinds which Plastech faces
with regard to eroding customer demand, raw material cost
pressures, and the continuing need to find internal operational
efficiencies in order to mitigate negotiated price downs in
existing customer contracts.  The outlook also considers the
potential for tightened liquidity if the company's weakening
financial metrics fall short of required covenant levels in its
debt agreements.

These ratings were lowered:

  -- Corporate Family Rating, to Caa3 from B3

  -- Probability of Default Rating, to Caa3 from B3

  -- $200 million asset based revolving credit facility due
     2011, to Caa2 (LGD3, 33%) from B1 (LGD2, 29%);

  -- $265 million first lien term loan due 2012, to Caa3 (LGD3,
     48%) from B3 (LGD3, 45%);

  -- $100 million second lien term loan due 2013, to Ca (LGD5,
     83%) from Caa2 (LGD5, 81%)

The last rating action for Plastech was on Dec. 20, 2007 at which
time the ratings were placed under review for downgrade.

Plastech Engineered Products, headquartered in Dearborn, Michigan,
is a leading designer and manufacturer of primarily plastic
automotive components and systems for OEM and Tier I customers.  
These components and systems incorporate injection-molded plastic
parts, blow-molded plastic parts, and a small percentage of
stamped metal components.  They are used for interior, exterior
and under-the-hood applications.  Annual revenues approximate
$1.4 billion.


POLYONE CORP: Completes Acquisition of Ngai Hing PlastChem
----------------------------------------------------------
PolyOne Corporation has completed its acquisition of the assets
and operations of Ngai Hing PlastChem Company Ltd., the vinyl
compounding subsidiary of Ngai Hing Hong Company Limited.  

A subsidiary of Ngai Hing Hong will hold a 5% interest in the new
company that PolyOne will establish to conduct its vinyl compound
business in Asia.

The company related that this acquisition expands PolyOne's
geographic footprint and is further testament to the company's
globalization emphasis, one of the four key components of
PolyOne's overall corporate strategy.  Globalization moves PolyOne
into high-growth markets where its customers are migrating, and
positions the company to serve them with consistency everywhere in
the world.

"The acquisition of Ngai Hing PlastChem Company creates further
opportunities for us in Asia, in line with our globalization
strategy," Robert M. Rosenau, senior vice president and general
manager - Vinyl Business," said.  "We look forward to accelerating
our global growth and delivering the value our customers expect
from PolyOne."

Included in the transaction is the transfer of a manufacturing
facility in Dongguan, a city in the Guangdong province of southern
China.  This plant will be PolyOne's fourth manufacturing site in
China; the other three make a broad array of specialty products
for the business equipment, electrical, packaging and textile
printing markets.

                     About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL) -
- http://www.polyone.com/-- is a provider of specialized polymer  
materials, services and solutions.  PolyOne has operations in
North America, Europe, Asia and Australia, and joint ventures in
North America and South America.

                          *     *     *

Moody's Investor Services placed PolyOne Corporation's senior
unsecured debt, long term corporate family and probability of
default ratings at 'B1' in July 2007.  The ratings still hold to
date with a stable outlook.


PRIVA INC: Court Approves Bankruptcy Proposal Under Canadian Laws
-----------------------------------------------------------------
Superior Court of Quebec approved Priva Inc.'s proposal pursuant
to the Bankruptcy and Insolvency Act, which had previously been
accepted by the statutory majorities of creditors.

As reported in the Troubled Company Reporter on Dec. 14, 2007, the
Proposal provides for a basket of $150,000 to be distributed
amongst the preferred and unsecured creditors of Priva.

Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) --
http://www.priva-inc.com/-- is a manufacturer, distributor and
marketer of an assortment of absorbent, waterproof textile
products sold to retailers in Canada, the U.S., the U.K.,
Australia and Spain, with export sales representing just about 67%
of sales.  Priva's products for adults are sold under the Priva
and AmericareTM labels; children's products are marketed under the
"SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti-
allergen products are sold under the QuorumTM and Zip & Block
labels.

At June 30, 2007, Priva Inc.'s balance sheet showed total assets
of $3.12 million and total liabilities of $3.2 million, resulting
to a shareholders' deficit of $0.08 million.

In October 2007, the Superior Court of Quebec appointed RSM
Richter Inc. as interim receiver to certain of Priva's assets and
authored the sale of the majority of those assets to Fiberlinks
Textiles Inc.


PROLONG INT'L: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ProLong International Corporation
        17301 Bonner Drive
        Tustin, CA 92780

Bankruptcy Case No.: 08-10127

Type of Business: The Debtors manufactures and sells automotive
                  lubrication products.
                  See: http://www.prolong.com/

Chapter 11 Petition Date: January 10, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

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

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Westport Industries Ltd.       trade debt            $485,000
Harbour Center Building
4th Floor
Cayman Islands British
West Indies

TruBlue Bio Energy             trade debt            $390,000
One World Trade Center
Suite 800
Long Beach, CA 90831

Al Unser                       judgment               $91,651
725 S. Figueroa, Suite 3200
Los Angeles, CA 90017

ACI Services Inc.              trade debt             $60,000

PR Newswire Association Inc.   judgment               $9,728


PROSPECT MEDICAL: Moody's Reviews Ratings for Likely Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Prospect Medical
Holdings, Inc.'s on review for possible downgrade as a result of
its Dec. 28, 2007 Form 12b-25 filing stating that it was unable to
meet the deadline for filing its 10-K.

Prospects's filing stated that the delay was related to a review
and restatement of the financials of Alta Healthcare System, Inc.
which it acquired in August 2007.  The rating agency noted that
the delay and restatement may cause a possible breach of one or
more of the covenants in the company's credit facility.

Moody's stated that the review will focus on the magnitude of the
restatement and its impact on the terms of the credit agreement as
well as the potential impact and disruption with respect to the
future operations of Alta Healthcare.  Moody's will also analyze
projected earnings streams in light of the disclosure of reduced
pre-tax income due to Prospect's ongoing significant increase in
spending.  The rating agency said it anticipates that Prospect
will file its financial statements sometime in February.

The last rating action was on July 23, 2007 when Moody's assigned
the ratings to Prospect's credit facility.

These ratings were placed on review for possible downgrade:

                 Prospect Medical Holdings, Inc.

  -- first lien senior secured debt rating of B2;
  -- second lien senior secured debt rating of Caa2;
  -- corporate family rating of B3.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


QUEBECOR WORLD: Gets Offer for $400 Mil. Rescue Financing Facility
------------------------------------------------------------------
Quebecor World Inc. received a binding proposal for a
$400 million Rescue Financing Facility from Quebecor Inc. and
Tricap Partners, a private equity fund managed by Brookfield Asset
Management, that would avert its liquidity challenges and
recapitalize the company.  Quebecor Inc. and Tricap Partners are
equal investors in the facility.

This proposal is subject to certain conditions including the
consent of QWI's banking syndicate, the sponsors of its North
American securitization program and certain other stakeholders.

If the Proposal is accepted by QWI and the requisite consents
are obtained, QI and Tricap will immediately make available
$200 million to QWI to ensure it has sufficient liquidity to the
closing date of the Rescue Financing Facility, which is expected
to be March 31, 2008.

QI and Tricap believe this proposal is in the best interests of
all of QWI's stakeholders given QWI's liquidity and balance sheet
challenges within the current North American credit crisis.

Genuity Capital Markets is the financial adviser to Quebecor Inc.

                    About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia.  In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Standard & Poor's Ratings Services lowered its preferred stock
rating on Quebecor World Inc. two notches to 'C' from 'CCC-'.  The
company's other ratings, including the 'B-' long-term corporate
credit rating, remain unchanged.  All ratings are on CreditWatch
with negative implications, where they were initially placed
Aug. 9, 2007.


ROCHELLE CALHOUN: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rochelle C. Calhoun
        758 14th Street
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 08-10419

Chapter 11 Petition Date: January 10, 2008

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  Law Office of Dennis E. Mcgoldrick
                  350 South Crenshaw Boulevard, Suite A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bank of America                                         $93,156
P.O. Box 19886
Wilmington, DE 19886

Chase Bank                                              $35,560
P.O. Box 15726
Palitine, IL 60094-4014

AT&T Citibank                                           $27,458
P.O. Box 6402
The Lakes, NV 88901

USAA National Bank                                      $25,000

Nishijima, Yoko                                         $22,879

Internal Revenue Service                                $11,593

Amazon-Chase                                            $11,000

USAA                                                    $40,000
                                            Collateral: $30,000
                                             Unsecured: $10,000

Home Depot - Citibank                                    $5,692

Marriot - Chase                                          $5,190

Circuit City - Citibank                                  $4,730

Capital One                                              $2,000

Pier One Import                                          $1,500

Macys                                                    $1,500

Target National Bank                                       $737


ROCK-TENN CO: Inks $851MM Merger Deal with Southern Container
-------------------------------------------------------------
Rock-Tenn Company agreed to acquire the stock of Southern
Container Corp. for $851 million in cash.

Rock-Tenn expects that Southern Container will have approximately
$142 million in debt outstanding after the acquisition.  
Consolidated net sales of the acquired business for the 52 week
period ended Sept. 8, 2007 were $538 million.   All corporate
approvals of the transaction have been received.  The closing is
subject to hart-scott-rodino review and other customary closing
conditions.  

Rock-Tenn plans to finance the acquisition with proceeds from
$1.4 billion in new credit facilities and the sale of unsecured
senior notes.  The $1.4 billion will provide the company with
funding to complete the acquisition, refinance the company's
existing credit facilities and provide in excess of $200 million
of undrawn capacity.  Wachovia Bank, Bank of America and SunTrust
Bank and certain affiliates of each have committed to provide
$1.4 billion in a combination of new credit facilities and bridge
financing to support this transaction.  The new credit facilities
will be secured with certain assets of Rock-Tenn and Southern
Container.

Additionally, Rock-Tenn's existing senior notes will share the
collateral under the terms of the indenture dated July 31, 1995.  
Wachovia Capital Markets LLC acted as financial advisor to Rock-
Tenn on the transaction.  Rock-Tenn expects to close the
acquisition in late March 2008.

"We believe Southern Container represents a unique opportunity for
Rock-Tenn to expand our corrugated and merchandising display
businesses," James Rubright, Rock-Tenn's chairman and chief
executive officer, said.  "Our strategy has been to expand and
improve our businesses by acquiring very low cost, well invested
assets."

"Southern Container fits this strategy perfectly," Mr. Rubright
continued.  "It has consistently earned industry leading EBITDA
margins with its low cost Solvay mill, modern box plant system and
preprint graphics capability."

The purchase price including debt of Southern Container represents
a multiple of approximately 6.9 times Southern Container's pro
forma EBITDA for the 52 week period ended Sept. 8, 2007.  Rock-
Tenn and Southern Container expect to make an IRC section 338(h)
(10) election that will increase Rock-Tenn's tax basis in the
acquired assets and result in a net present value benefit of
approximately $150 million, net of gross-up tax payments to be
made to Southern Container's shareholders as a result of the
election.  Including the net present value of the benefit of the
tax basis step-up, the purchase price represents approximately 5.8
times Southern Container's pro forma EBITDA for the 52 week period
ended Sept. 8, 2007.

                 About Southern Container Corp.

Based in Hauppauge, New York, Southern Container Corp. --
http://www.southern-container.com-- manufactures corrugated boxes  
in the US.  The company designs and produces shipping containers,
point-of-purchase displays, and other containers used by the food,
beverage, cosmetic, and pharmaceutical industries, among others.  
It also provides related printing and graphic services.  Five
joint ventures complement its core businesses: graphcorr (micro-
flute and litho laminate packaging), MPG (marketing products),
pohlig brothers (cartons and rigid boxes), SCI-canada (pre-print
operations), and solvay paperboard (containerboard production).

                     About Rock-Tenn Company

Headquartered in Norcross, Georgia, Rock-Tenn Company (NYSE:RKT) -
- http://www.rocktenn.com-- manufactures packaging products,  
paperboard and merchandising displays.  The company has annual net
sales of approximately $2.3 billion and operating locations in the
United States, Canada, Mexico, Chile and Argentina.  The company
operates in four segments: packaging products, paperboard,
merchandising displays, and corrugated packaging.


ROCK-TENN CO: Moody's Places Ratings on Review for Possible Cut
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Rock-Tenn Company
under review for possible downgrade following the company's
announcement that it has signed a definitive agreement to acquire
Southern Container Corp., a privately-held containerboard
manufacturing and corrugated packaging business.

Under the terms of the agreement, Rock-Tenn will acquire the stock
of Southern Container for $851 million in cash and will assume
approximately $142 million in debt for a total purchase price of
approximately $993 million.  Rock-Tenn plans to finance the
acquisition with proceeds from $1.0 billion in new credit
facilities and the with the issuance of $400 million in unsecured
notes.  The transaction, which is subject to regulatory approvals,
is expected to close in late March 2008.   The incurrence of
approximately $1.1 billion of incremental indebtedness will more
than double the company's existing debt.   The review will focus
on the proposed capital structure of the combined company, the
integration process, and the anticipated operating and financial
performance of the combined company.   The review will also assess
the combined company's business prospects, cash flow, liquidity
arrangements and management structure, and is expected to be
completed within 30 to 90 days.

On Review for Possible Downgrade:

Issuer: Rock-Tenn Company

  -- Probability of Default Rating, Placed on Review for
     Possible Downgrade, currently Ba2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba2

  -- Senior Unsecured Bank Credit Facility, Placed on Review
     for Possible Downgrade, currently 40 - LGD3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently 67 - LGD4

Outlook Actions:

Issuer: Rock-Tenn Company

  -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Norcross, Georgia, Rock-Tenn is a manufacturer of
packaging products, merchandising displays and bleached and
recycled paperboard.  The company had annual net sales of
approximately $2.3 billion in 2007 with operating locations in the
United States, Canada, Mexico, Chile and Argentina.


ROCK-TENN CO: S&P Puts BB+ Corp. Rating on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating on Norcross, Georgia-based Rock-Tenn Co. on
CreditWatch with negative implications.  At the same time, S&P
placed the 'BB-' rating on Rock-Tenn's existing senior unsecured
notes on CreditWatch with developing implications.
     
The CreditWatch placement followed the company's announcement that
it had agreed to acquire privately held Southern Container Corp.
in an all-cash transaction for $993 million, including $142
million of outstanding debt that will remain at Southern
Container.
     
Rock-Tenn intends to finance the transaction through funds
provided by a fully committed bank facility and newly issued
senior unsecured notes.  In addition, Rock-Tenn intends to
refinance its existing bank facility.
     
S&P will withdraw its ratings on the existing bank credit
facilities once they are refinanced.  The transaction is expected
to close by March 31, 2008, subject to regulatory approval.
     
"While it is the company's intention to grant collateral to
noteholders under the terms of the outstanding indentures," said
Standard & Poor's credit analyst Andy Sookram.  "The CreditWatch
listing reflects our current uncertainty regarding the extent of
the contemplated collateral package relative to the proposed bank
facility, which could have a meaningful impact on the recovery
prospects for the notes."
     
Following this transaction, Rock-Tenn will become more
geographically diverse and should benefit from Southern
Container's low-cost containerboard mill and modern corrugated box
plant system.
     
In resolving the CreditWatch listing, S&P will assess Rock-Tenn's
future operating and financial objectives, in addition to its pro
forma capital structure, in light of the proposed transaction.


SACRED HEART: Moody's Holds B1 Rating on $40.6 Million Debt
-----------------------------------------------------------
Moody's Investors Service affirmed the B1 long term rating on
Sacred Heart Health System's $40.6 million of total debt issued by
the Allentown Area Hospital Authority.  The rating outlook remains
negative.

Legal security: The Series 2005 bonds are secured by a gross
revenue pledge of the Obligated Group, which is comprised of
Sacred Heart Health System and Sacred Heart Hospital of  
Allentown, the flagship facility and a member of SHHS.   
Additionally, the Hospital's obligations will be secured by a
mortgage of SHH's main building in Allentown.  The bonds are
secured by a fully funded debt service reserve fund equal to
maximum annual debt services of the Series 2005 bonds.

Interest rate derivatives: None

                           Strengths

* First year of turnaround performance with a $3 million  
  improvement in operations at the hospital and system.

* SHHS fulfills a unique market niche as the sole Catholic
  provider in the Lehigh Valley market as well as the sole
  provider of older adult behavioral medicine and psychiatric
  services in the Lehigh Valley market.

* No significant debt plans for several years.

* Moody's expects the 'back to the basics' strategy which
  includes the discontinuation of open heart surgery and
  $4 million in turnaround expense initiatives to improve
  operating performance in FY 2008.

                           Challenges

* Heightened risk associated with the debt structure as annual
  letter of credit extensions pose liquidity risk in the event
  that the hospital fails to secure an extension by Wachovia or
  another Letter of Credit provider.

* Declining volumes and stagnant market share in an
  increasingly difficult competitive service area with two
  larger providers in the immediate service area, one of which
  has embarked on an expansion project that will double bed
  capacity by 2011.

* Average age of plant has increased in recent years to a high
  15.7 years; deferred maintenance remains an ongoing concern.

* Modest and declining balance sheet position tempers the
  organization's ability to weather operating losses in the
  future.

                   Recent Developments/Results

Located in Allentown, Pennsylvania, SHHS has historically drawn
50% of its inpatient admissions from the City of Allentown, which
Moody's views as demographically unfavorable, with below average
household income of $32,000, well below the state median of
$40,000.  SHHS has experienced intensified competition in the
primary service area that has resulted in erosion of market share
in recent years.  SHHS faces formidable competitive pressures from
A1-rated Lehigh Valley Health Network (LVHN, 617 beds, 49% market
share) and Baa1-rated St. Luke's Hospital and Health Network
(SLHHN, 350 beds, 27% market share).  SHHS holds an 8% market
share in the broader Lehigh Valley market, which has declined in
recent years from 9%, and will continue to be challenged as SLHHN
plans to add 26 beds by 2009 to its Allentown facility and double
bed capacity by 2011.   In response, SHHS has recently
reconfigured its service line offerings by discontinuing open
heart surgeries, which will result in a $1.3 million annualized
savings in FY 2008, and plans to focus more heavily on geriatric,
older adult behavioral medicine, and psychiatry services, which
Moody's  believes represents a more focused strategic approach and
will differentiate SHHS from other competitors in the market.

FY 2007 marked the fifth consecutive year of operating losses but
the first year of turnaround performance, recording a
$6.3 million operating loss (-4.7% operating margin), following a
$9.7 million operating loss -7.6% operating margin) in FY 2006.  A
four-month closure of the cardiac catheterization lab in FY 2006
led to a decline in catheter procedures to 289 in FY 2006 from 560
in FY 2005, resulting in a negative $5 million impact.  Catheter
volumes rebounded to 450 in FY 2007.  In 2007, revenue growth was
supported by charge master increases and revenue cycle initiatives
while SHHS successfully held expense growth to 2.5%.  As a result,
operating cashflow increased to $2.5 million (1.9% operating
cashflow margin) in FY 2007, up from -$400,000 (-0.3% operating
cashflow margin) in cashflow in FY 2006. Debt-to-cashflow improved
to a still unfavorable and highly leveraged 27.0 times in FY 2007
from -35.3 times in FY 2006, and Moody's adjusted MADS coverage
improved to a thin 0.8 times in FY 2007 from just 0.3 times in FY
2006.  Through the three months of FY 2008, Moody's notes that
performance has declined with the hospital recording a $700,000
operating loss (-2.4% operating margin), down from a $1.0 million
operating gain (3.3% operating margin) in the comparable period of
FY 2007, which management attributes to the 5.4% decline in
inpatient volumes in the first quarter.   Management has
identified $4 million in turnaround initiatives associated with
the elimination of agency utilization, overtime management and
benefits management, and has budgeted for $829,000 operating loss
at the system for FY 2008, which Moody's believes to be
optimistic.

Due to financial losses, SHHS' liquidity position declined for the
third consecutive year to $21.5 million (58 days cash on hand) at
FYE 2007 from $22.6 million (63 days cash on hand) at FYE 2006.  
Cash-to-debt eased to 46.9% at FYE 2007 from 47.3% at FYE 2006.  
Moody's notes that deferred maintenance remains an ongoing concern
with capital spending below levels of depreciation in seven out of
the last eight years.  While SHHS maintains a modest balance sheet
that will allow the organization to continue weathering
operational challenges in the medium term, the current debt
structure introduces additional risk, with $10.3 million of debt
supported by a letter of credit provided by Wachovia Bank that was
recently extended, expiring in February, 2009.  The LOC agreement
includes a 1.2 times debt service coverage covenant, which SHHS
narrowly complied with in FY 2007, highlighting the organization's
dependence on robust investment income (17.2% return) in FY 2007.  
The inability to continue to generate strong investment income or
improved operational efficiencies may result in a covenant
violation under the terms of the LOC agreement that could permit
Wachovia to accelerate the debt at any time and also creates a
cross-default to the parity bonds.

                             Outlook

The negative outlook is attributable to continued operating losses
and the increased competitive pressures in the primary service
area and ongoing volume pressures

               What could change the rating - Up

Material and sustained improvement in cashflow allowing for
capital investment, growth and stabilization in volumes,
strengthened cash and related measures and market share growth.

              What could change the rating - Down

Further declines in operating performance, or decreases in
liquidity, or a material increase in debt without commensurate
increases in cash flow.

                          Key Indicators

* Assumptions & Adjustments:

  -- Based on financial statements for Sacred Heart Healthcare
     System

  -- First number reflects audit year ended June 30, 2006

  -- Second number reflects audit year ended June 30, 2007

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 8,547; 8,413

* Total operating revenues: $127,487; $133.6

* Moody's-adjusted net revenue available for debt service:
  $1.7 million; $4.5 million

* Total debt outstanding: $47.9; $45.9

* Maximum annual debt service (MADS): $5,360; $5,360

* MADS Coverage with reported investment income: 0.25; 1.42
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 0.32 times; 0.84 times

* Debt-to-cash flow: -35.3 times; 27.1

* Days cash on hand: 63 days; 58 days

* Cash-to-debt: 47.3%; 46.9%

* Operating margin: -7.6%; -4.7%

* Operating cash flow margin: -0.3%; 1.9%

        Rated Debt (Debt Outstanding as of June 30, 2007)

Sacred Heart HealthCare System

  -- Series 1998 A, $7.5 million outstanding; fixed rate; rated
     Ba2

  -- Series 1998 B, $10.3 million outstanding; variable rate;
     rated Aa1/VMIG1

  -- Series 2005, $25.6 million outstanding; fixed rate; rated
     Ba2


SEARS HOLDINGS: Same Store Sales Drop 3.5% for Period Ended Jan. 5
------------------------------------------------------------------
Sears Holdings Corporation disclosed yesterday domestic comparable
store sales for the nine-week period ended Jan. 5, 2008, for its
Kmart and Sears stores.  Sears Domestic's comparable store sales
declined by 2.8% during the nine-week period, while Kmart's
comparable store sales declined by 4.2%.  Total domestic
comparable stores sales declined 3.5% for the nine-week period.

The company said it experienced lower sales across most
categories, with notable declines in the Sears apparel and
tools categories and the Kmart seasonal categories.  These
decreases were partially offset by increased sales within home
electronics at both store formats.  The company believes that
comparable store sales results reflect increased competition and
the negative impact of unfavorable economic conditions, such as a
weak housing market and consumer credit concerns.

Gross margin rates for this nine-week period declined  
approximately 200 basis points due to the highly promotional
nature of this holiday selling season, markdowns taken to clear
seasonal products and the relatively high proportion of sales
attributable to the home electronics category, which has a lower
margin rate.  

As a result of the lower sales and gross margin rates, the company
currently expects that net income for the fourth quarter ending
Feb. 2, 2008, will be between $350 million and $470 million, or
between $2.59 and $3.48 per fully diluted share.  In the fourth
quarter of the prior year, the company reported net income of
$820 million, or $5.33 per fully diluted share.

For the full year ending Feb. 2, 2008, the company expects net
income to be between $744 million and $864 million, or between
$5.13 and $5.96 per fully diluted share.

During the ten weeks ended Jan. 11, 2008, the company repurchased
4.9 million common shares at a total cost of $513 million (or
$105.46 per share) under its share repurchase program.  As of
Jan.  11, 2008, the company had remaining authorization to
repurchase $223 million of common shares under the previously
approved programs.

The company currently expects to end the fiscal year with
approximately $1 billion in cash and cash equivalents, excluding
Sears Canada.  The expected cash and cash equivalents balance
indicated does not give effect to any share repurchase activity
after Jan. 11, 2008.  In addition, the company expects year-end
domestic merchandise inventory will be below the prior year-end
level of $9.2 billion, even after including an increase of
approximately $160 million from the conversion of previously
consigned inventory to owned inventory in Kmart's pharmacy
business.

                     About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) - http://www.searsholdings.com/-- parent of Kmart
and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.      

                          *     *     *

Moody's Investor Service placed Sears Holdings Corporation's
probability of default rating at 'Ba1' in September 2006.  The
rating still hold to date with a stable outlook.


SHAW COMM: Earnings Rise to $112MM in Quarter Ended November 30
---------------------------------------------------------------
Shaw Communications Inc. reported $112 million net income for the
first quarter ended Nov. 30, 2007, compared to $81 million for the
same quarter last year.

"We are off to a solid start in 2008," Jim Shaw, chief executive
officer, commented.  "Our first quarter results put us firmly on
track to deliver on our annual operational and financial
objectives.  Quarterly subscriber growth was one of the strongest
we have had for Digital Phone and Digital, with other product
lines showing continued steady growth."

The current period included a net duty recovery of $22 million
before income taxes related to the importation of satellite
receivers.  Excluding the non-operating items, net income for the
three month period ended Nov. 30, 2007, would have been
$96 million compared to $81 million last year.

"We continue to gain efficiencies with our Digital Phone product
which is a significant contributor to our growth in revenue and
service operating income before amortization" said Mr. Shaw.  "We
are now able to offer the triple play of voice, video and data to
approximately 85% of our homes passed.  On-going value
enhancements to our products and our focus on the customer allow
us to continue to differentiate ourselves from our competitors and
generate positive results."

"We are currently reviewing the advanced wireless spectrum auction
rules and have no comment with respect to our intentions at this
time," Mr. Shaw continued.

                 Liquidity and Capital Resources

In the current quarter, Shaw generated $89.8 million of
consolidated free cash flow.  Shaw used its free cash flow along
with cash and cash equivalents of $165.3 million, proceeds on
issuance of Class B Non-Voting Shares of $14.5 million, the net
increase in debt and bank indebtedness of $44.7 million, refunds
received on a net customs duty recovery of $22.3 million, net
change in working capital and inventory cash requirements of
$19.5 million, and other net items of $11.9 million to repay the
$296.8 million 7.4% senior unsecured notes at maturity and pay
common share dividends of $71.2 million.

At Nov. 30, 2007, Shaw had access to $1 billion of available
credit facilities.  Based on available credit facilities and
forecasted free cash flow, the company expects to have sufficient
liquidity to fund operations and obligations during the current
fiscal year.  

At Nov. 30, 2007, the company's balance sheet showed total assets
of CDN$8 billion, total liabilities of CDN$6 billion and total
shareholders' equity of $2 billion.

                   About Shaw Communications

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified communications company   
whose core business is providing broadband cable television, high-
speed Internet, digital phone, telecommunications services
(through Shaw Business Solutions) and satellite direct-to-home
services (through Star Choice).  The company serves 3.3 million
customers, including almost 1.5 million Internet subscribers,
through a reliable and extensive network, which comprises over
575,000 kilometres of fibre.

                          *     *     *

Shaw Communications Inc. still carries Moody's Investors Service
Ba1 senior unsecured debt rating.


SOLUTIA INC: Plans to Offer $400 Million Senior Unsecured Notes
---------------------------------------------------------------
Solutia Inc. is planning to offer $400 million aggregate principal
amount of senior unsecured notes, which are expected to mature in
2016.

As previously announced by Solutia on Oct. 31, 2007, the notes
offering is part of a $2.0 billion exit financing package that
would be used to pay certain creditors upon Solutia's emergence
from Chapter 11 pursuant to its confirmed plan of reorganization,
and for the ongoing operations of the company after emergence.  As
part of this exit financing package, Solutia also intends to enter
into a senior secured asset-based revolving credit facility in the
aggregate principal amount of $400 million and a senior secured
term loan facility in an aggregate principal amount of $1.2
billion.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant
to Regulation S under the Securities Act.  The notes have not
been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.

The notes will be governed by an indenture that is expected
to contain covenants restricting Solutia's ability to, among
other things, incur indebtedness, pay dividends, incur liens, and
sell assets.

                        About Solutia Inc.

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

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on November 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 113, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


SOUTHERN STAR: Section 341(a) Meeting Scheduled for January 28
--------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Southern
Star Mortgage Corp.'s creditors on Jan. 28, 2008, at 10:30 a.m.,
at the 271 Cadman Plaza East, Room 4529 in Brooklyn, New York.

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.

East Meadow, New York-based Southern Star Mortgage Corp. --
http://www.southernstarmortgage.com/-- is a lender approved by
the U.S. Department of Housing and Urban Development.  The Debtor
filed for chapter 11 bankruptcy on Dec. 21, 2007 (Bankr. E.D. N.Y.
Case No. 07-47023).  Barton Nachamie, Esq., and Jill L. Makower,
Esq., at Todtman, Nachamie, Spizz & Johns PC represent the Debtor
in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets between $10 million and $50 million
and debts between $50 million and $100 million.


STEAKHOUSE PARTNERS: Inks Mgt. & Srvs. Deal with Equity Holders
---------------------------------------------------------------
Steakhouse Partners Inc. signed a Management and Services
Agreement with the owners of all of the equity interests of
certain entities that own and operate a chain of seven Dakota
Steakhouses and Sirloin Saloons located in four New England
states, pursuant to which Steakhouse Partners will act as interim
manager for the restaurant chain.

The Management and Services Agreement will remain in place pending
Steakhouse Partners' sixty-day due diligence investigation of the
restaurant chain, including the operations and results of each of
the seven units, for the purposes of determining whether it is
interested in acquiring the restaurant chain.  

Steakhouse Partners has been in negotiations with the owners of
the restaurant chain regarding a potential acquisition for over
two years and the company believes that the parties are close to
agreement on the terms and conditions of a proposed acquisition,
subject to Steakhouse Partner's satisfactory completion due
diligence well as other contingencies.

The Dakota Steakhouses and Sirloin Saloons are steakhouses in  
Connecticut, New York, Vermont and Massachusetts.  The restaurant
chain reported revenues of approximately $15 million for its 2007
fiscal year.  Menu offerings at both Dakota Steakhouses and
Sirloin Saloons include a range of meat, seafood and poultry
entrees, complemented by salad bar, baked Bison Bread and other
hearty side dishes.

"We commenced the process of identifying potential acquisition
targets over two years ago," Stone Douglass, chairman and CEO of
Steakhouse Partners, stated.  "I am gratified with our progress
towards consummating this first transaction resulting from this
initiative.  If we are successful in merging this New England
restaurant chain into our operations, we believe that significant
synergies will be realized which should provide economic and
operating stability for Steakhouse that will provide the platform
for further expansion of Steakhouse's business in the future."

"The combined companies will generate over $60 million in revenue
on an annualized basis, and we believe the acquisition of this
group should be accretive to earnings," Mr. Douglass continued.  
"The combined entity will have an existing market position and
operating platform."

The potential acquisition of the Dakota Steakhouse and Sirloin
Saloon chain remains subject to a number of contingencies,
including due diligence, negotiation of a final purchase
agreement, the transfer of a number of operating and alcohol
licenses, regulatory approvals, and customary closing conditions.  
As a result of the foregoing uncertainties, there can be no
assurance that the transaction will be completed.

                    About Steakhouse Partners

Based in San Diego, California, Steakhouse Partners Inc. (OTC
BB: STKP.OB) -- http://www.paragonsteak.com/-- through its   
wholly owned subsidiary Paragon Steakhouse Restaurants Inc., owns
and operates 23 restaurants in 8 states.  Steakhouse operates
principally under the names of Hungry Hunter, Hunters Steakhouse,
Mountain Jack's, and Carver's.

Steakhouse Partners filed for Chapter 11 protection on Feb. 15,
2002 (Bankr. C.D. Calif. (Riverside Div.) Case No. 02-12648).  The
company emerged from bankruptcy on Dec. 31, 2003, pursuant to a
Plan of reorganization.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 15, 2007,
Mayer Hoffman McCann PC, in San Diego, California, expressed
substantial doubt about Steakhouse Partners Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm reported that the company has
been unable to earn a profit during any year, and that the company
also maintained a current ratio of 0.15:1 and 0.21:1 for Dec. 31,
2006 and 2005.  Additionally, the company had a working capital
deficit of approximately $11.9 million and $9.7 million in 2006
and 2005, respectively.


STEPHEN BEUKAS: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Stephen A. Beukas
         Sandra Beukas
         28 Ackerman Drive
         Mahwah, NJ 07430

Bankruptcy Case No.: 08-10463

Chapter 11 Petition Date: January 10, 2008

Court: District of New Jersey (Newark)

Debtors' Counsel: Scott D. Sherman, Esq.
                  33 Clinton Road
                  Suite 202
                  West Caldwell, NJ 07006
                  Tel: (973) 882-2424

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtors' list of their 14 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Wells Fargo Hm Mortgage         Conventional Real      $615,443
7495 New Horizon Way            Estate Mortgage        (Unknown
Frederick, MD 21703                                    secured)

Bank of America Mortgage        Conventional Real      $518,972
475 Crosspoint Parkway          Estate Mortgage        (Unknown
Getzville, NY 14068                                    secured)

Wells Fargo                     Home Equity Line of    $156,834
P.O. box 7648                   Credit                 (Unknown
Boise, ID 83707                                        secured)

Sallie Mae 3rd Party Lsc         Educational            $125,345

State of Nj Highed Ed           Educational            $119,555

GMAC                            Home Equity Line of     $98,765
                                Credit                 (Unknown
                                                       secured)

Chase Manhattan                 Automobile               $30,043
                                                        (Unknown
                                                        secured)

Citibank                        Credit Card              $7,400

Chase                           Credit Card              $2,994

Verizon New England Inc         Other                    $1,022

Afni, Inc.                      Collection Verizon         $511

Vzw Ne                          Other                      $414

Palisades Collections           Factoring Company          $136
                                Account at T Wireless

Summit Bank                     Check Credit or Line    Unknown
                                of Credit


SUN-WEST LIFESTYLE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sun-West Lifestyle, Inc.
        aka Thomasville Home Furnishings of Las Vegas
        1541 West Sunset Road
        Henderson, NV 89014

Bankruptcy Case No.: 08-10226

Type of Business: The Debtor manufactures and sells furniture.

Chapter 11 Petition Date: January 11, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Richard Mcknight, Esq.
                  330 South Third Street, Suite 900
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Fax: (702)388-0108

Total Assets: $1,031,403

Total Debts:  $1,952,254

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thomasville Furniture          value of security:    $1,495,860
Industries                     $979,000
P.O. Box 339
Thomasville, NC 27361-0339

Joe & Louisa Hules             loan                  $78,585
1575 Bamboo Bay Drive
Henderson, NV 89012

S.B.P. Investments, Inc.       loan                  $76,570
Attention: Laurich Management
1770 North Buffalo, Suite 101
Las Vegas, NV 89128

Wells Fargo                    credit line           $70,170

KVBC 3 Valley Broadcasting     advertising           $34,185

U.S. Bank                      credit line           $56,605

S.B.P. Investments, Inc.       rent                  $28,143

Plaza de Colores               rent                  $20,439

Nevada Department of Taxation  taxes                 $18,502

KLAS-TV 8                      advertising           $13,575

S.T.W.M.S.V., Phase II, L.L.C. rent                  $13,190

Wells Fargo Card Services,     credit line           $5,216
Inc.

Review Journal                 advertising           $5,000

E.F. Kluft & Co., L.L.C.       credit line           $4,203

The Uttermost Co.              credit line           $3,900

Howard Miller                  credit line           $3,678

Maitland-Smith                 credit line           $2,793

Cox Media                      advertising           $2,669


SUSSER HOLDINGS: Gives Progress Updates on Town & Country Merger
----------------------------------------------------------------
Susser Holdings Corporation provided updates on progress in
the Town & Country Food Stores integration and on its fourth
quarter 2007 operating performance.

Susser Holdings relates that it expects total administrative
expense and procurement savings resulting from the integration of
Town & Country Food Stores into Susser Holdings to be
approximately $5 million annually versus $2 million disclosed
previously.

This reflects expected savings from reductions in corporate
staffing, reductions in duplicative overhead expenses and improved
supplier/vendor terms that have been negotiated for the combined
company.

"While there is still work to do, we have made significant
progress in integrating the two companies," Sam L. Susser,
Susser's president and chief executive officer, said.  "We've
identified new opportunities and are more confident than ever in
our ability to realize benefits from our increased scale and
geographic diversity.

"As of the first of January, we have successfully incorporated
Town & Country's results of operations into Susser's financial
reporting system, which will allow us to provide good visibility
into the combined company's results for the first quarter of
2008," Susser said.

During the fourth quarter, the company completed negotiations and
entered into a new three-year supply agreement with the McLane
Company, the primary grocery and merchandise supplier to both
Susser and Town & Country, which provides for a new delivery fee-
based pricing structure under which the company expects to achieve
significant cost savings.

The company has reached additional agreements with its major
beverage suppliers -- along with various other smaller suppliers
and service providers -- that are expected to account for a
portion of the annual cost savings.  There may be further cost
savings opportunities as other contracts mature.

In addition, the company's merger and integration committee
completed a comprehensive analysis of the management and back-
office systems at Town & Country and implemented plans to
reorganize the Retail Division management teams.

The company has offered certain individuals the option to accept
relocation opportunities, and numerous duplicative corporate
positions will be eliminated.  Several major steps toward
consolidating the back office systems have been completed, and the
company expects to complete this process and the associated
relocations by September 2008.

Substantially all of the 1,800 Town & Country retail operations
employees in Texas and New Mexico remain in their current
positions.

"The work of our merger and integration committee has been
thorough, prompt and professional," Mr. Susser said.  "There were
a number of difficult decisions that had to be made, and we're
comfortable that we've taken the right steps to ensure the long-
term success of the company.

"At the end of this process, Town & Country CEO Alvin New notified
us that although he remains committed to ensuring the successful
integration of the two businesses, he is unable to make the
commitment to relocate his family from San Angelo to the Corpus
Christi area this summer; so the company has begun a search to
recruit a strong and experienced executive to lead our Retail
Division," Mr. Susser said.  "Alvin has indicated he will continue
in his current role until his successor can be identified."

The anticipated cost savings from the merger is only one of many
factors that may impact the company's future results. Notably,
Town & Country fuel margins during fiscal 2007 were several cents
higher than historical averages, and any anticipated cost
synergies could be offset by lower fuel margins or by the impact
of other operating factors in future periods.

                       Store Sales Growth

Susser expects to report same-store merchandise sales growth for
the fourth quarter of 2007 of approximately 11.7%.  For the full
fiscal year 2007, same-store merchandise sales are expected to
grow by approximately 7.7%.  For the fourth quarter, retail
average per-store fuel volumes are expected to increase by 9.3%.

This would translate into full-year average per-store fuel volume
growth of 5%.  The company's same-store merchandise sales growth
and average per-store fuel volume results do not reflect the
contribution of the 168 Town & Country Stores acquired on Nov. 13,
2007.

During the fourth quarter, the company opened nine new retail
units, bringing the total number of new and acquired stores in
2007 to 186, including the 168 acquired Town & Country stores.
Also during the quarter, three retail locations were closed,
bringing the total retail store count to 505 as of Dec. 31, 2007.
One additional store has been opened since year-end.

Susser Petroleum Company, the company's wholesale fuel business,
opened 13 new dealer locations and closed two during the fourth
quarter, bringing the total dealer network count to 388 at year-
end.  The company expects to report wholesale volume growth of
4.5% for the fourth quarter and 3% for the full year.  Full year
results reflect the impact of selling 25 unattended fueling sites
in mid-2006.

                      About Susser Holdings
    
Based in Corpus Christi, Texas, Susser Holdings Corporation
(NASDAQ: SUSS) -- http://www.susser.com/-- operates more than 320  
convenience stores in Texas and Oklahoma under the
Stripes and Circle K brands, offering motor fuel, merchandise,
food service (under its own Laredo Taco Company brand) and other
services.  Its wholesale segment purchases branded and unbranded
motor fuels from refiners and distributes it to the company's
retail convenience stores, contracted independent operators of
convenience stores, unbranded convenience stores and commercial
users.

Susser Holdings Corporation indirect subsidiaries are Susser
Holdings LLC and Susser Finance Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Susser Holdings LLC.  At the same time, S&P
lowered the company's senior unsecured debt rating to 'B' from
'B+'.  All ratings have been removed from CreditWatch, where they
were placed with negative implications on Sept. 21, 2007.  The
outlook is negative.

Additionally, Moody's Investors Service confirmed the corporate
family rating of Susser Holdings LLC at B1, downgraded the
$120 million 10.625% senior note (2013) issue to B3 (LGD-5, 78%)
to be consistent with Moody's loss given default methodology after
the change in the capital structure, and rated the proposed $150
million add-on to the 2013 notes at B3 (LGD-5, 78%).  The rating
outlook is stable and the speculative grade liquidity rating
remains SGL-2.


URBAN MALL: Court Approves Sale of Houston Shopping District
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the sale of Urban Mall Houston L.P.'s shopping district
at Houston, David Kaplan and Purva Patel of the Houston Chronicle
reports.

The $70-million Sharpstown Center has been under scrutiny by a
number of large-time investors, Debtor's counsel Stephen Roberts,
Esq., at Strasburger & Price, told the Chronicle.  "No one
questions the potential the mall has.  I'd expect that the buyer
would want to do some kind of major redevelopment," the Chronicle
cites Mr. Roberts as saying.

The Court will review the offers by Feb. 6, 2008, the Chronicle
says.  Recently, the Debtor received an offer for over
$48 million.

Lance Gilliam, managing director of brokerage firm Moody Rambin,
opined that the "best use" of the property would be a total
reconstruction of the center, the Chronicle relates.

Based in Houston, Texas, Urban Mall Houston, L.P. owns and
operates properties including the Sharpstown Center in Houston.  
The Debtor filed for Chapter 11 protection on July 8, 2007 (Bankr.
S.D. Tex. Case No. 07-20368).  Stephen A. Roberts, Esq., at
Strasburger & Price, LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


URS CORP: Taps Thomas H. Zarges as Washington Division President
----------------------------------------------------------------
URS Corporation has appointed Thomas H. Zarges as President of the
Washington Division.  Mr. Zarges, who formerly served as the
Division's Senior Executive Vice President for Operations,
replaces Stephen G. Hanks, who is retiring from the company and
resigning from the URS Board of Directors.

URS' Washington Division is the former Washington Group
International Inc., which URS acquired in November 2007.

"Tom is an experienced executive with a comprehensive
understanding of the Washington Division, gained through more than
30 years with the business," Martin M. Koffel, Chairman and Chief
Executive Officer of URS, said.  "He has directed Washington
Group's power, engineering and construction, and industrial
process businesses, and has managed all of Washington Group's
operations since 2002.  He is ideally suited to lead the Division
as we integrate our complementary service offerings and work to
capture the many new opportunities available to URS and our 55,000
employees."

"I am proud to lead the Washington Division and the exceptional
group of professionals that have been the key to our success," Mr.
Zarges said. "Now, as part of one of the few fully integrated
engineering, construction and technical services companies in our
industry, our potential is greater than ever.  I look forward to
working with Martin and the entire URS management team and
continuing to deliver results for our stockholders, customers and
employees."

Mr. Koffel continued, "I would like to thank Steve for helping to
make the combination between URS and Washington Group a reality.
The strength of the Washington Division's business and the quality
and depth of its management team attest to Steve's leadership.  We
wish him well in the future."

The appointment of Mr. Zarges as President of the Washington
Division is effective immediately.

                    Biographical Information

Thomas Zarges, 59, has more than 35 years of experience in global
engineering and construction. He joined Washington Group in 1991
as President of Power and Industrial/Manufacturing. He later
served as President of the company's Engineering/Construction and
Industrial/Process business units. He was named Senior Executive
Vice President of Operations in 2002. Earlier in his career, Mr.
Zarges served with United Engineers & Constructors, a predecessor
firm to Washington Group, for 20 years.  He is a 1970 engineering
graduate of the Virginia Military Institute.

                         About URS Corp.

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.


WASTEQUIP INC: Weak Operations Prompts S&P's Outlook Revision
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on waste
handling equipment producer Wastequip Inc. to negative from
stable.  At the same time, Standard & Poor's affirmed its 'B'
corporate credit rating and all other ratings on the
Beachwood, Ohio-based company.  
      
"The outlook revision reflects a more challenging industry
environment, lower-than-expected operating performance, and,
consequently, weaker credit protection measures," said Standard &
Poor's credit analyst James T. Siahaan.  The company's lower
organic sales and reduced profit margins in 2007 have replaced
what had been healthier performance in 2005-2006.  Operating
performance in prior years benefited from strong construction
activity, robust sales of hoists that were related to prebuys of
trucks in advance of engine changeover, and container demand
related to hurricanes.  The company's relatively weak performance
in 2007 could continue into 2008, because activity
in the residential construction market has deteriorated and
because large waste haulers have reduced capital expenditures.
     
The ratings on privately held Wastequip reflect the company's
highly leveraged balance sheet and aggressive financial policy,
along with limited cash flow and meaningful customer
concentration.  Partially mitigating these risks are the company's
leading niche position in an industry with typically
steady secular growth prospects; its ability to pass on raw
material cost increases, especially for steel, to its customers;
and its low capital intensiveness.


WATERFORD EQUITIES: Case Summary & 50 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Waterford Equities, L.L.C.
             245 Long Hill Road
             Middletown, CT 06457

Bankruptcy Case No.: 07-32719

Debtor-affiliates filing separate Chapter 11 petitions on
January 14, 2007:

        Entity                                     Case No.
        ------                                     --------
        Waterbury Equities, L.L.C.                 08-30134

Debtor-affiliates filing separate Chapter 11 petitions on
December 3, 2007:

        Entity                                     Case No.
        ------                                     --------
        Haven Eldercare of New England, L.L.C.     07-32870
        Haven Health Center Common Paymaster,      07-32873
        L.L.C.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Waterford Equities, L.L.C.                 07-32719
        Haven Eldercare, L.L.C.                    07-32720
        Haven Health Care Center of Windham,       07-32721
        L.L.C.
        Haven Healthcare Management, L.L.C.        07-32722
        Haven Health Center of Cromwell, L.L.C.    07-32723
        Haven Health Center of Rocky Hill, L.L.C.  07-32724
        Haven Health Center of Danielson, L.L.C.   07-32725
        Haven Health Center of Litchfield Hills,   07-32726
        L.L.C.
        Haven Health Center of East Hartford,      07-32727
        L.L.C.
        Haven Health Center of Jewett City,        07-32728
        L.L.C.
        Haven Health Center, Soundview L.L.C.      07-32729
        Haven Health Center of New Haven, L.L.C.   07-32730
        Haven Health Center of West Hartford,      07-32731
        L.L.C.
        Haven Health Center of Farmington, L.L.C.  07-32732
        Haven Health Center of Norwich, L.L.C.     07-32733
        Haven Health Center of Waterbury, L.L.C.   07-32734
        Haven Health Center of South Windsor,      07-32735
        L.L.C.
        Haven Health Center of Waterford, L.L.C.   07-32736
        Haven Health Center of Rutland, L.L.C.     07-32740
        Lighthouse Medical Supply, L.L.C.          07-32741
        Haven Health Center of St. Albans, L.L.C.  07-32742
        Haven Health Care Trust II, L.L.C.         07-32743
        Cromwell Crest Convalescent Home, Inc.     07-32744
        Applegate Lane, Inc.                       07-32745
        Haven Health Center of Claremont, L.L.C.   07-32746
        Litchfield Health Care Trust, L.L.C.       07-32747
        Haven Health Care Center of Warren, L.L.C. 07-32748
        Ferretti's Nursing Home, Inc.              07-32749
        Haven Equities of Warren, Rhode Island,    07-32750
        L.L.C.
        Haven Health Center of Pawtucket, L.L.C.   07-32751
        Pawtucket Equities, L.L.C.                 07-32752
        Haven Health Center of Derry, L.L.C.       07-32753
        Haven Health Center of Greenville, L.L.C.  07-32754
        Haven Eldercare of New Hampshire, L.L.C.   07-32755
        Haven Eldercare II, L.L.C.                 07-32756
        Greenville Equities, L.L.C.                07-32757
        Hampton Equities , L.L.C.                  07-32758
        Haven Health Center at Seacoast, L.L.C.    07-32759
        Haven Health Center of Coventry, L.L.C.    07-32760
        Chelsea Equities, L.L.C.                   07-32761
        Coventry Equities, L.L.C.                  07-32762
        Haven Health Center of Chelsea, L.L.C.     07-32763

Type of Business: The Debtors provide nursing care to the elderly
                  in New England, Connecticut.  They operate
                  health centers and assisted living facilities.
                  They specialize in short-term rehabilitative
                  care and long-term care.  See
                  http://www.havenhealthcare.com/

Chapter 11 Petition Date: November 20, 2007

Court: District of Connecticut (New Haven)

Judge: Albert S. Dabrowski

Debtors' Counsel: Robert S. Hoff, Esq.
                  Wiggin & Dana
                  400 Atlantic Street, 7th Floor
                  Stamford, CT 06911
                  Tel: (203) 363-7626
                  Fax: (203) 363-7676
                     --and--
                  Sharyn B. Zuch, Esq.
                  Wiggin & Dana
                  One CityPlace, 34th Floor
                  185 Asylum Street
                  Hartford, CT 06103-3715
                  Tel: (860) 297-3715
                  Fax: (860) 525-9380

Debtors' Estimated Assets: $1 Million to $100 Million

Debtors' Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of 50 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Omnicare Value Health Care     trade debt            $13,710,301
Attention: Richard T. Richow,
Director
National Credit & Collections
Omnicare, Inc.
1600 RiverCenter II
100 East RiverCenter
Boulevard, Suite 1500
Covington, KY 41011
Tel: (859) 392-3495
Fax: (859) 392-3330

Medventures Consulting,        consultant            $1,817,641
L.L.C.
Attention: Jim Allen
1349 Southwest 80th Avenue
Bell, FL 32619
Tel: (203) 772-4134

McKeeson Medical Co.           trade debt            $1,646,605
Supply
Attention: Don Trull
Director, Credit &
Collections
McKeeson Medical and Surgical
8741 Landmark Road
Richmond, VA 23228
Tel: (804) 553-2247
Fax: (804) 264-7540

Tax Administrator-Provider     tax                   $1,392,170
Tax
Attention: Eileen Hall,
Collections Manager
State of Rhode Island
One Capitol Hill
Providence, RI 02908
Tel: (401) 222-3195
Fax: (401) 222-3145

State of Vermont-Path          tax                   $1,315,470
Attention: Mr. John Dick
P.O. Box 888
312 Hurricane Lane
Williston, VT 05495-0888
Tel: (802) 879-5937

P.F.G.                         P.F.G. Note and       $1,018,775
Attention: Shane J. Gebo       invoices
Multi-Unit Sales Manager
P.F.G.-Springfield
340 Taylor Street
P.O. Box 3024
Springfield, MA 01101
Tel: (413) 846-5465
Fax: (413) 272-1602

Anthem                         self-insured health   $1,009,351
Attention: Ed Kask             claims
Tel: (203) 985-7496
Fax: (860) 655-9447

C.I.T. Carroll Hospital        note for bed lease    $667,724
Lease
Attention: Archie Leach
Carroll Hospital Group
825 Bradley Avenue
London, Ontario
Canada N63 3C2
Tel: (519) 963-4010
Fax: (519) 963-4013

Commissioner of Revenue        sales tax audit       $585,688
Services                       through various
Attention: Ronald Dirienzo     2005 dates dispute
Tax Division Assistant Chief   interest and penalty
State of Connecticut           of $250,000
Department of Revenue
Services
25 Siguourney Street
Hartford, CT 06106-5032

N.E.H.C. Pension Fund          Union 1199            $530,708
Attention: Robert Tessier      Pension
Executive Director
1199 New England Healthcare
77 Huyshope Avenue
Hartford, CT 06106-7001
Tel: (860) 728-1100
Fax: (860) 947-8080

C.I.&P.                        utilities-electric    $419,457
Attention: Susan Hissong
Collections Manager
Connecticut Light & Power
1985 Blue Hills Avenue
Extension
Windsor Locks, CT 06095
Tel: (860) 607-4627

Health Care Services           trade debt            $413,603
Collections Manager
Health Care Services Group
3220 Tillman Drive
Glenview Corp. Center
Bensalem, PA 19020

First Insurance Funding        insurance             $373,858
Attention: Mark C. Lucas
Senior V.P. Loan Collections
First Insurance Funding
8075 Innovation Way
Chicago, IL 60682
Tel: (800) 837-3707-4982
Fax: (847) 509-7112

Fire Protection Testing        trade debt            $370,619
Attention: Robert Babcock
Manager, F.P.T.
1701 Highland Avenue,
Suite 4
Cheshire, CT 06410
Tel: (203) 250-1115

Gulf South Medical Supply      medical supplies      $302,280
Attention: Billy Williams
V.P. Sales
Gulf South Medical Supply
4345 Southpoint Boulevard
Jacksonville, Florida 32216
Tel: (775) 854-9381

Zurich American Insurance      insurance             $274,573
Co. of Illinois
Attention: Howard R. Heilweil
Customer Service Executive
Zurich Global Corporate,
North American
60 State Street
Suite 600
Boston, MA 02109
Tel: (617) 570-8974
Fax: (404) 805-2246

Connecticut Natural Gas        utilities-heat        $260,000
Attention: Juliete Morle
Credit Services
The Connecticut Natural
Gas Corp.
P.O. Box 1500
Hartford, CT 06144-1500
Tel: (860) 727-3000

Genter Healthcare, Inc.        trade debt            $250,263
Attention: Dennis Genter,
President
Genter Healthcare
28 Ridgewood Commons
Wilmot, New Hampshire 03287
Tel: (603) 526-6559

Direct Supply                  trade debt            $237,235

Nstar Electric                 utilities-electric    $236,500

Hudson Home Health Care        trade debt            $236,258

Lawn Tailors                   trade debt            $230,202

Triple A Supplies, Inc.        trade debt            $216,085

National Grid #64712           utilities-electric    $215,042
21660 26

William Backus Hospital        ancillary medical     $213,130
                               services

N.E.H.C. Welfare Fund          union claim           $204,237

Guardian                       insurance             $173,891

Microsoft Licensing, G.P.      licensing             $162,590

Staples                        trade debt            $162,457

Complete Waste Removal         trade debt            $160,291

W.B. Mason Co., Inc.           trade debt            $154,253

Metro District Water           utilities-water       $138,828

Holland & Knight Attorney      legal fees            $135,000

Ufcwlocal 371 Welfare          union claim           $134,700

Guida Selbert Dairy Co.        trade debt            $129,914

H.&E. Enterprise               fire sprinklers       $126,700
                               and construction

Care Realty Group              settlement of care    $125,000
                               health bridge
                               facilities

R. Thomas Crovo                tax claim             $121,042

Heidell, Pittoni, Murphy &     legal fees            $108,590
Bach, L.L.P.

New England Gas                utilities-gas         $106,378

New England Mobil X-Ray        X-rays                $101,334

Therapeutic Dimensions         trade rentals         $98,174
Northeast, Inc.

Collaborative Lab Services     labs                  $89,316

C.T. Mobile Diagnostics,       X-rays                $88,013
L.L.C.

Path Lab, Inc.                 labs                  $84,514

Yankee Gas Account             utilities-gas         $82,102

Tax Collector-South Windsor    tax                   $82,001

City of Chelsea #153501/       utilities-water       $80,396
Water-Sewer                    and sewer

Hill-Rom                       trade debt            $79,129

American Medical Response      trade debt            $78,268


YOUNG BROADCASTING: Debt Burden Cues S&P to Retain Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to developing from stable.
      
"The outlook change is based on Young's announcement that it has
hired a financial advisor to help it sell KRON-TV, its
underperforming MyNetworkTV affiliate in San Francisco," explained
Standard & Poor's credit analyst Debbie Kinzer.
     
As of Sept. 30, 2007, New York City-based Young had about
$828 million of debt.
     
The rating on Young Broadcasting Inc. reflects the company's
significant debt burden, discretionary cash flow deficits, ongoing
challenges at KRON-TV, and advertising's vulnerability to economic
downturns and variability during the election cycle.  These
factors are minimally offset by Young's portfolio of major network
TV affiliates in small and midsize markets and the asset values of
its stations--particularly KRON-TV, a VHF station in a top-10
market.


YOUNG BROADCASTING: Moody's Junk Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded Young Broadcasting Inc.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default Rating to Caa2 from B3 and its $370 million secured credit
facility ($20 million revolver, $350 million term loan) to B1 from
Ba3.  In addition, Moody's downgraded Young's 10% Senior
Subordinated Notes due 2011 and 8 _% Senior Subordinated Notes due
2014 to Caa2 from Caa1.  The ratings outlook is negative.

The downgrades reflect the lack of material improvement in the
company's operating performance, operating margins that lag peers
and the continuing cash burn which contributes to an eroding
liquidity profile.  Moody's notes that the ratings also continue
to reflect the agency's ongoing belief that the value of Young's
television station assets, while significant, will likely not
adequately cover the company's debt obligations in a distress
scenario.  The PDR downgrade incorporates the company's elevated
risk of default with or without the sale of KRON.

The negative outlook reflects Moody's belief that the fundamental
credit profile of the company continues to look weak, that the
company will need to execute on improving its operating
performance through additional cost reduction and/or revenue
enhancement and take additional steps to reduce leverage.  Moody's
also notes the uncertainty regarding the occurrence and timing of
the sale of KRON, the ultimate sale value realized from the
transaction and the application of the sale proceeds.

Moody's has taken these ratings actions:

                      Young Broadcasting Inc.

  -- Corporate family rating: downgraded to Caa1 from B3

  -- Probability-of-default rating: downgraded to Caa2 from B3

  -- $370 million senior secured credit facility: downgraded
     to B1 (LGD 1, 7%) from Ba3 (LGD 2, 17%)

  -- 10% Senior Subordinated Notes due 2011: downgraded to
     Caa2 (LGD 4, 54%) from Caa1 (LGD 5, 74%)

  -- 8 3/4 % Senior Subordinated Notes due 2014: downgraded to
     Caa2 (LGD 4, 54%) from Caa1 (LGD 5, 74%)

  -- The outlook is negative.

Young Broadcasting Inc.'s Caa1 corporate family rating reflects
its high debt to EBITDA leverage (in excess of 20x for the
trailing twelve months ended Sept. 30, 2007) and the expectation
that the company will continue to burn cash over the rating
horizon.  The rating also reflects the softness in both national
and local advertising revenues in the first nine months of 2007,
the company's dependence on the San Francisco advertising market
and the inherent cyclicality of advertising spending and the
increasing business risk associated with the broadcast television
industry as advertising spending gets diversified over a growing
number of media.

The ratings benefit from the higher proportion of stable local
advertising revenue (approximately 60% of gross revenue during the
nine months ended Sept. 30, 2007), strong positions in several
markets and the company's presence (through KRON) in the sixth
largest DMA.  Moody's also notes Young's continued efforts to cut
costs through headcount reductions and other initiatives.

Young Broadcasting Inc., headquartered in New York, New York, owns
and operates 10 television stations in 10 markets and a national
television sales representative firm, Adam Young Inc.


* Fitch Says Homebuilders Face Dismal Days w/ Continued Pressures
-----------------------------------------------------------------
Continued housing pressures coupled with possible tightening of
the conforming loan market segment paint a dismal 2008 for U.S
homebuilders, according to Fitch Ratings in the latest edition of
'Chalk Line'.

'Considerable inventories of new and existing homes for sale
boosted by foreclosures will also exacerbate the already dismal
forecast for housing this year,' said Fitch Ratings Managing
Director and lead Homebuilding Analyst Robert Curran.

The housing contraction unexpectedly gained momentum in 2007 and
looks to extend at least well into 2008.  Affordability and
wavering buyer confidence were the key issues in 2006, while
significantly tighter mortgage standards (for subprime and Alt-A)
and disrupted mortgage markets were the 'other shoes to drop' in
2007.

Typically homebuilders' operating and financial performances were
quite weak in the third quarter, a pattern that is likely to be
replicated in fourth quarter-2007 results.  Deterioration in
credit metrics continued in the third and fourth quarters,
particularly for profit related metrics.  Tangible net worth
covenants have been and will be challenged.


* S&P Cuts Ratings 149 Tranches from 31 Cash Flows and CDOs
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 149
tranches from 31 U.S. cash flow and hybrid collateralized debt
obligation transactions and placed its ratings on four other
tranches on CreditWatch with negative implications.  The
downgraded tranches have a total issuance amount of
$8.739 billion.  At the same time, S&P affirmed its ratings on
another 46 tranches from these transactions.  

All of the downgraded tranches come from mezzanine structured
finance CDO of asset-backed securities, high-grade SF CDO of ABS,
or CDO of CDO transactions collateralized either directly or
indirectly by U.S. residential mortgage-backed securities.   The
ratings on 54 of the downgraded tranches remain on  CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,290 tranches from 402 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 726 ratings from 181 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected tranches represent an issuance amount of
$83.48 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  Additionally, Standard & Poor's will continue
to review its current criteria assumptions in light of the recent
performance of U.S. RMBS assets and CDOs.

                 Rating and Creditwatch Actions

                                         Rating
                                         ------

Transaction           Class       To              From
-----------           -----       --              ----

ACA ABS 2006-1 Ltd    A-1LA       AA+             AAA/Watch Neg
ACA ABS 2006-1 Ltd    A-1LB       A-              AA/Watch Neg
ACA ABS 2006-1 Ltd    A-2L        B+              BBB/Watch Neg
ACA ABS 2006-1 Ltd    A-3L        CC              B+/Watch Neg
ACA ABS 2006-1 Ltd    B-1L        CC              B-/Watch Neg
Acacia Option ARM 1
CDO Ltd.              A-3         A-              A
Acacia Option ARM 1
CDO Ltd.              B           BBB-            BBB/Watch Neg
Armitage ABS CDO Ltd. A-1M        AAA/Watch Neg   AAA
Armitage ABS CDO Ltd. A-2         A+/Watch Neg    AAA/Watch Neg
Armitage ABS CDO Ltd. A-3        CCC/Watch Neg   AAA/Watch Neg
Armitage ABS CDO Ltd. A-4        CC              AA/Watch Neg
Armitage ABS CDO Ltd. B          CC              A/Watch Neg
Armitage ABS CDO Ltd. C          CC              BBB/Watch Neg
BFC Silverton CDO
Ltd.                  A Liq Fac  AAA/Watch Neg   AAA
BFC Silverton CDO
Ltd.                  C          A+/Watch Neg    AA/Watch Neg
BFC Silverton CDO
Ltd.                  D          BBB-/Watch Neg  A/Watch Neg
BFC Silverton CDO
Ltd.                  E          B-/Watch Neg    BBB/Watch Neg
BFC Silverton CDO
Ltd.                  F          CC              BB+/Watch Neg
Broderick CDO 1 Ltd.  C          BB+/Watch Neg   BBB/Watch Neg
Brooklyn Structured
Finance CDO           A-1J       AA+/Watch Neg   AAA/Watch Neg
Brooklyn Structured
Finance CDO           A-2L       A-/Watch Neg    AA/Watch Neg
Brooklyn Structured
Finance CDO           A-3L       B-/Watch Neg    A/Watch Neg
Brooklyn Structured
Finance CDO          B           CCC-/Watch Neg  BBB/Watch Neg
Brooklyn Structured
Finance CDO          C           CC              BB/Watch Neg
Caldecott CDO 1 Ltd. A-2         AA              AAA/Watch Neg
Caldecott CDO 1 Ltd. A-3         BBB-            AA-/Watch Neg
Caldecott CDO 1 Ltd. B           CCC+            A-/Watch Neg
Caldecott CDO 1 Ltd. C           CC              BB+/Watch Neg
Caldecott CDO 1 Ltd. D           CC              B-/Watch Neg
Caldecott CDO 1 Ltd. E           CC              CCC+/Watch Neg
Caldecott CDO 1 Ltd. F           CC              CCC/Watch Neg
Cherry Creek CDO II
Ltd.                 A1J         A/Watch Neg     AAA/Watch Neg
Cherry Creek CDO II
Ltd.                 A-1S        AAA/Watch Neg   AAA
Cherry Creek CDO II
Ltd.                 A2          BBB/Watch Neg   AA/Watch Neg
Cherry Creek CDO II
Ltd.                 A3          B+/Watch Neg    A/Watch Neg
Cherry Creek CDO II
Ltd.                 B           CC              BBB/Watch Neg
Cherry Creek CDO II
Ltd.                 C           CC              BB+/Watch Neg
Crystal River CDO
2005-1 Ltd.          D-1         BBB+            AA/Watch Neg
Crystal River CDO
2005-1 Ltd.          D-2         BBB+            AA/Watch Neg
Crystal River CDO
2005-1 Ltd.          E           BBB             A/Watch Neg
Crystal River CDO
2005-1 Ltd.          F           BB              BBB/Watch Neg
Crystal River CDO
2005-1 Ltd.          G           BB-             BB+/Watch Neg
Crystal River CDO
2005-1 Ltd.          H           B+              BB/Watch Neg
Fort Denison Funding
Ltd.                 A-1         A+              AAA
Fort Denison Funding
Ltd.                 A-2a        A+/Watch Neg    AAA/Watch Neg
Fort Denison Funding
Ltd.                 A-2b        A+/Watch Neg    AAA/Watch Neg
Fort Denison Funding
Ltd.                 B           BB/Watch Neg    AA/Watch Neg
GSC CDO 2007-1r Ltd. A-1LC       A/Watch Neg     AAA/Watch Neg
GSC CDO 2007-1r Ltd. A-2LA       BBB-/Watch Neg  AA/Watch Neg
GSC CDO 2007-1r Ltd. A-3LA      B/Watch Neg     A/Watch Neg
GSC CDO 2007-1r Ltd. B-1L       CCC/Watch Neg   BBB+/Watch Neg
GSC CDO 2007-1r Ltd. B-2L       CC              BBB/Watch Neg
GSC CDO 2007-1r Ltd. B-3L       CC              BBB-/Watch Neg
GSC CDO 2007-1r Ltd. C          CC              BB+/Watch Neg
Hartshorne CDO I
Ltd.                 A-1J       A/Watch Neg     AAA/Watch Neg
Hartshorne CDO I
Ltd.                 A-2        BBB/Watch Neg   AA/Watch Neg
Hartshorne CDO I
Ltd.                 A-3        BB-/Watch Neg   A/Watch Neg
Hartshorne CDO I
Ltd.                 B1         B-/Watch Neg    BBB+/Watch Neg
Hartshorne CDO I
Ltd.                 B2         CCC/Watch Neg   BBB/Watch Neg
Hartshorne CDO I
Ltd.                 B3         CC              BBB-/Watch Neg
Ischus Mezzanine
CDO IV Ltd.          A-2        AA+             AAA
Ischus Mezzanine
CDO IV Ltd.          A-3        A-              AAA/Watch Neg
Ischus Mezzanine
CDO IV Ltd.         B           CCC+            AA/Watch Neg
Ischus Mezzanine
CDO IV Ltd.         C           CC              A/Watch Neg
Ischus Mezzanine
CDO IV Ltd.         D           CC              BBB/Watch Neg
Jupiter High Grade
CDO VII Ltd.        A-4         AA/Watch Neg    AAA/Watch Neg
Jupiter High Grade
CDO VII Ltd.        A-5         A+/Watch Neg    AA/Watch Neg
Jupiter High Grade
CDO VII Ltd.        B           BBB+/Watch Neg  A/Watch Neg
Jupiter High Grade
CDO VII Ltd.        C           BB/Watch Neg    A-/Watch Neg
Kleros Preferred
Funding III Ltd     A-2         BBB-            AAA/Watch Neg
Kleros Preferred
Funding III Ltd     B           CCC-/Watch Neg  AA/Watch Neg
Kleros Preferred
Funding III Ltd     C           CC              A/Watch Neg
Kleros Preferred
Funding III Ltd     D           CC              BBB/Watch Neg
Kleros Preferred
Funding III Ltd     E           CC              BB+/Watch Neg
Kleros Preferred
Funding IV Ltd.     A-3         A+/Watch Neg    AAA/Watch Neg
Kleros Preferred
Funding IV Ltd.     A-4         BB-/Watch Neg   AAA/Watch Neg
Kleros Preferred
Funding IV Ltd.     B           CCC-/Watch Neg  AA/Watch Neg
Kleros Preferred
Funding IV Ltd.     C           CC              A/Watch Neg
Kleros Preferred
Funding IV Ltd.     D           CC              A-/Watch Neg
Kleros Preferred
Funding IV Ltd.     E           CC              BBB/Watch Neg
Kleros Preferred
Funding IV Ltd.     F           CC              BB+/Watch Neg
Kleros Preferred
Funding IV Ltd.     PrncPrtNts  AAA             AAA/Watch Neg
Kleros Preferred
Funding VI Ltd.     A-1J        BBB/Watch Neg   AAA/Watch Neg
Kleros Preferred
Funding VI Ltd.     A-2         B/Watch Neg     AA/Watch Neg
Kleros Preferred
Funding VI Ltd.     A-3         CC              A/Watch Neg
Kleros Preferred
Funding VI Ltd.     B           CC              BBB/Watch Neg
Kleros Preferred
Funding VII Ltd     A-2         AAA             AAA/Watch Neg
Kleros Preferred
Funding VII Ltd     A-3         AAA             AAA/Watch Neg
Kleros Preferred
Funding VII Ltd     B           AA-/Watch Neg   AA/Watch Neg
Kleros Preferred
Funding VII Ltd     C           BBB/Watch Neg   A/Watch Neg
Kleros Preferred
Funding VII Ltd     D           CCC-/Watch Neg  BBB/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.         A-1         AA              AAA
Lacerta ABS CDO
2006-1 Ltd.         A-2         BBB+            AA
Lacerta ABS CDO
2006-1 Ltd.         B           BB-             A/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.         C           CCC-            BBB/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.         D           CC              BB+/Watch Neg
Lacerta ABS CDO
2006-1 Ltd.         E           CC              BB/Watch Neg
Lancer Funding
II Ltd.             A1J         CCC+/Watch Neg  AAA/Watch Neg
Lancer Funding
II Ltd.             A1S         AA+/Watch Neg   AAA
Lancer Funding
II Ltd.             A2          CC              AA/Watch Neg
Lancer Funding
II Ltd.             A3          CC              A/Watch Neg
Lancer Funding
II Ltd.             B           CC              BBB/Watch Neg
Millstone IV CDO
Ltd.                A-3         A+/Watch Neg    AAA/Watch Neg
Millstone IV CDO
Ltd.                B           BB+/Watch Neg   AA/Watch Neg
Millstone IV CDO
Ltd.                C-1         CCC-/Watch Neg  A/Watch Neg
Millstone IV CDO
Ltd.                C-2         CCC-/Watch Neg  A/Watch Neg
Millstone IV CDO
Ltd.                D           CC              BBB/Watch Neg
Mystic Point CDO
Ltd.                A-2         AA/Watch Neg    AAA/Watch Neg
Mystic Point CDO
Ltd.                B           A-/Watch Neg    A+/Watch Neg
Mystic Point CDO
Ltd.                C           BBB-/Watch Neg  BBB+/Watch Neg
Mystic Point CDO
Ltd.                D           BB-/Watch Neg   BB+/Watch Neg
Mystic Point CDO
Ltd.                E           B-/Watch Neg    BB/Watch Neg
Nassau CDO I Ltd.   A-2         AA+             AAA
Nassau CDO I Ltd.   A-3         B+              AAA/Watch Neg
Nassau CDO I Ltd.   B           CC              AA/Watch Neg
Nassau CDO I Ltd.   C           CC              A/Watch Neg
Nassau CDO I Ltd.   D           CC              BBB/Watch Neg
Pine Mountain CDO
III Ltd.            A-4         AAA             AAA/Watch Neg
Pine Mountain CDO
III Ltd.            B           AA              AA/Watch Neg
Pine Mountain CDO
III Ltd.            C           A               A/Watch Neg
Pine Mountain CDO
III Ltd.            D           BBB-            BBB/Watch Neg
Pine Mountain CDO
III Ltd.            E           BB+             BB+/Watch Neg
Robeco High Grade
CDO I Ltd.          A-4         AA+             AAA/Watch Neg
Robeco High Grade
CDO I Ltd.          B           A+              AA/Watch Neg
Robeco High Grade
CDO I Ltd.          C           A-              A/Watch Neg
Robeco High Grade
CDO I Ltd.          D           BB              BBB-/Watch Neg
Sharps CDO II Ltd.  A-2         AAA             AAA/Watch Neg
Sharps CDO II Ltd.  A-3         AA+             AAA/Watch Neg
Sharps CDO II Ltd.  B           AA-             AA/Watch Neg
Sharps CDO II Ltd.  C           BBB+            A/Watch Neg
Sharps CDO II Ltd.  D-1         BB+             BBB+/Watch Neg
Sharps CDO II Ltd.  D-2         B               BBB-/Watch Neg
Sorin CDO VI Ltd.   A-2L        AA-             AA/Watch Neg
Sorin CDO VI Ltd.   A-3L        A-              A/Watch Neg
Sorin CDO VI Ltd.   B-1L        BBB-            BBB/Watch Neg
Sorin CDO VI Ltd.   B-2L        BB              BB+/Watch Neg
Stack 2006-1 Ltd.   II          AA              AAA/Watch Neg
Stack 2006-1 Ltd.   III         BBB+            AA/Watch Neg
Stack 2006-1 Ltd.   IV          BBB             A+/Watch Neg
Stack 2006-1 Ltd.   V           BBB-            A-/Watch Neg
Stack 2006-1 Ltd.   VI          B-              BB+/Watch Neg
Stack 2006-1 Ltd.   VII         CCC-            BB/Watch Neg
Stack 2007-1 Ltd.   B           BBB+/Watch Neg  A/Watch Neg
Stack 2007-1 Ltd.   C           BBB-/Watch Neg  BBB+/Watch Neg
Stack 2007-1 Ltd.   D           B+/Watch Neg    BB+/Watch Neg
Stack 2007-1 Ltd.   E           B/Watch Neg     BB-/Watch Neg
TABS 2006-6 Ltd.    A1J         BB/Watch Neg    AA/Watch Neg
TABS 2006-6 Ltd.    A1S         AAA/Watch Neg   AAA
TABS 2006-6 Ltd.    A2          CC              BBB+/Watch Neg
TABS 2006-6 Ltd.    A3          CC              BB+/Watch Neg
TABS 2006-6 Ltd.    B1          CC              BB-/Watch Neg
TABS 2006-6 Ltd.    B2          CC              B/Watch Neg
TABS 2006-6 Ltd.    B3          CC              B-/Watch Neg
TABS 2006-6 Ltd.    C           CC              CCC/Watch Neg
TABS 2006-6 Ltd.    I Sub Nts   CC              B+/Watch Neg
Tahoma CDO Ltd.     A-2         AA+             AAA
Tahoma CDO Ltd.     A-3         BBB-            AAA/Watch Neg
Tahoma CDO Ltd.     B           CCC-            AA/Watch Neg
Tahoma CDO Ltd.     C           CC              A/Watch Neg
Tahoma CDO Ltd.     D           CC              BBB/Watch Neg
Tahoma CDO Ltd.     E           CC              BB+/Watch Neg

                         Ratings Affirmed

   Transaction                          Class        Rating
   -----------                          -----        ------

   Acacia Option ARM 1 CDO Ltd.         A-1J         AAA
   Acacia Option ARM 1 CDO Ltd.         A-1S         AAA
   Acacia Option ARM 1 CDO Ltd.         A-2          AA
   Broderick CDO 1 Ltd.                 A-1NVA       AAA
   Broderick CDO 1 Ltd.                 A-1NVB       AAA
   Broderick CDO 1 Ltd.                 A-1V         AAA
   Broderick CDO 1 Ltd.                 A-2          AAA
   Broderick CDO 1 Ltd.                 B            AA
   Brooklyn Structured Finance CDO      A-1S         AAA
   Caldecott CDO 1 Ltd.                 A-1          AAA
   Crystal River CDO 2005-1 Ltd.        A            AAA
   Crystal River CDO 2005-1 Ltd.        B            AAA
   Crystal River CDO 2005-1 Ltd.        C            AA
   Fort Denison Funding, Ltd.           S            AAA
   GSC CDO 2007-1r Ltd.                 A-1LA        AAA
   Hartshorne CDO I Ltd.                A-1S         AAA
   Hartshorne CDO I Ltd.                X            AAA
   Ischus Mezzanine CDO IV Ltd.         A-1          AAA
   Ischus Mezzanine CDO IV Ltd.         SprSrSwap    AAAsrs
   Ischus Mezzanine CDO IV Ltd.         X            AAA
   Jupiter High Grade CDO VII Ltd.      A-1          AAA
   Kleros Preferred Funding III Ltd.    A-1          AAA
   Kleros Preferred Funding IV Ltd.     A-1          AAA
   Kleros Preferred Funding VI Ltd.     A-1S-1A      AAA
   Kleros Preferred Funding VI Ltd.     A-1S-1B      AAA
   Kleros Preferred Funding VII Ltd     A-1          AAA
   Lancer Funding II Ltd.               X            AAA
   Millstone IV CDO Ltd.                A-1A         AAA
   Millstone IV CDO Ltd.                A-1B         AAA
   Millstone IV CDO Ltd.                A-1C         AAA
   Mystic Point CDO Ltd.                A-1          AAA
   Nassau CDO I Ltd.                    A-1A         AAA
   Nassau CDO I Ltd.                    A-1B         AAA
   Pine Mountain CDO III Ltd.           A-1          AAA
   Pine Mountain CDO III Ltd.           A-2          AAA
   Pine Mountain CDO III Ltd.           A-3          AAA
   Robeco High Grade CDO I Ltd.         A-1          AAA
   Robeco High Grade CDO I Ltd.         A-2          AAA
   Robeco High Grade CDO I Ltd.         A-3          AAA
   Sharps CDO II Ltd.                   A-1          AAA
   Sorin CDO VI Ltd.                    A-1LA        AAA
   Sorin CDO VI Ltd.                    A-1LB        AAA
   Stack 2006-1 Ltd.                    I            AAA
   Stack 2007-1 Ltd.                    A-1A         AAA
   Tahoma CDO Ltd.                      A-1A         AAA
   Tahoma CDO Ltd.                      A-1B         AAA

                     Other Outstanding Ratings

Transaction                         Class       Rating
-----------                         -----       ------

Armitage ABS CDO Ltd.               A-1Q        AAA/Watch Neg
BFC Silverton CDO Ltd.              B-1         AAA/Watch Neg
BFC Silverton CDO Ltd.              B-2         AAA/Watch Neg
GSC CDO 2007-1r Ltd.                A-1LB       AAA/Watch Neg
Jupiter High Grade CDO VII Ltd.     A-2         AAA/Watch Neg
Jupiter High Grade CDO VII Ltd.     A-3         AAA/Watch Neg
Kleros Preferred Funding IV Ltd.    A-2         AAA/Watch Neg
Kleros Preferred Funding VI Ltd.    A-1S-2      AAA/Watch Neg
Kleros Preferred Funding VII Ltd.   A-4         AAA/Watch Neg
Millstone IV CDO Ltd.               A-2         AAA/Watch Neg
Mystic Point CDO Ltd.               A-X         AAA/Watch Neg     
Stack 2007-1 Ltd.                   A-1B        AAA/Watch Neg
Stack 2007-1 Ltd.                   A-2         AAA/Watch Neg
Stack 2007-1 Ltd.                   A-3         AA+/Watch Neg
Stack 2007-1 Ltd.                   A-4         AA-/Watch Neg


* Western Arkansas Bankruptcy Filings Up By 31 Percent from 2006
----------------------------------------------------------------
Fort Smith, Arkansas witnessed a total of 734 bankruptcy filings
during 2007, compared to 557 filings in 2006, Tara Muck of the
Times Record reports, citing data gleaned from the U.S. Bankruptcy
Court for the Western District of Arkansas.

The 31% increase can be attributed to a new bankruptcy law
introduced in 2005, as well as rising medical expenses, Times
Records says.

According to Carl Hopkins, Esq., at the Jenkins Law Firm in Alma,
one main reason why bankruptcy filings surged in 2007 was that
"people were scared" to file for bankruptcy, particularly Chapter
7 liquidation, Times Record relates.  People were hesitant to file
for protection in light of the October 2005 Bankruptcy Abuse
Prevention and Consumer Protection Act.  "They thought they
couldn't file bankruptcy and they were trying alternatives that
were not working and it's taken them that amount of time to figure
it out," Times Record quotes Mr. Hopkins as saying.

Mr. Hopkins expressed to Times Record that medical expenses may
prove to be the most ruinous of the factors among filers.


* AlixPartners Promotes 11 to Managing Director
-----------------------------------------------

(This is a corrected version of the report published in the
Troubled Company Reporter on Jan. 11, 2008).

AlixPartners, the global restructuring, consulting,
and financial advisory firm, has announced the promotion
of eleven to managing director effective Jan. 1, 2008:

   -- Matthew Cohen,
   -- Nathan Cook,
   -- Donald Featherstone,
   -- Jan Kantowsky,
   -- Tom Morrow,
   -- Tom Osmun,
   -- Joachim Palm‚,
   -- Antonio Perez Sales,
   -- Axel Schulte,
   -- Michael Sinoway, and
   -- Michael Weyrich.

"We are pleased to recognize the superior client service and
leadership capabilities of our new managing directors," said
Michael Grindfors, AlixPartners' chief executive officer.

"The promotion of these respected, highly-talented professionals
is in response to the growing demand globally for our
collaborative approach with clients with urgent, high-impact
challenges."

Thirty-eight individuals were also promoted to director.

  Dallas
  ------
Tony Perez Sales joined AlixPartners in 2006.  In his most recent
projects, he has held positions as interim CIO for two large
corporations.  Prior to joining AlixPartners, he was a vice
president at EDS where he held executive and line management
responsibilities over several geographic markets and large global
accounts.  He holds an MBA from ESADE Barcelona.

Michael Sinoway joined AlixPartners in 2005 from Deloitte
Consulting where he was a partner.  He brings broad experience in
business strategy, supply chain operations, information systems,
and sales and marketing.  Prior to Deloitte, he held positions in
R&D at Honeywell Aerospace and strategic planning for Walt Disney.  
He received an MBA from Arizona State University.  

Also promoted to director in Dallas were: Afshin Azhari, Tom
Hofner, Kurt Kauth and Robert Manz.

  Dsseldorf
  ----------
Axel Schulte joined the firm in 2005 and focuses on turnarounds
and restructurings. Prior to joining AlixPartners, he was a senior
project manager at Roland Berger Strategy Consultants, and before
that he was the founder and managing director of an IT company.  
He began his career as an audit manager with an international
accountancy firm.  He received his doctorate in macroeconomics
from the University of Munster.

Also promoted to director in Dsseldorf was Jens Koeppen.

  London
  ------
Donald Featherstone has been with the firm since 2001, initially
in the Chicago office and then he transferred to London in 2003.  
He has served as an interim CFO and chief restructuring officer of
distressed companies, and is experienced in corporate turnarounds,
working capital management, and complex financial transactions.  
He received his MBA from the University of Chicago.

Joachim Palm‚ joined AlixPartners in 2003 in Dallas and
subsequently transferred to London where he has been instrumental
in developing new business in the Nordic region.  Prior to joining
the firm, he worked in the Copenhagen office of Egon Zehnder
International and spent seven years with The Boston Consulting
Group.  He holds an MBA from INSEAD and an MSc in industrial
engineering and management from Chalmers University of Technology.

Michael Weyrich has been with AlixPartners since 2004.  He has
extensive experience in turning around and improving the
performance of businesses globally, as well as serving in interim
management positions.  Prior to joining the firm, he served as
chief strategy officer at the GSM Association and as senior
executive with Accenture.  He received his MBA from Northwestern
University's JL Kellogg Graduate School of Management and
Copenhagen Business School.

Also promoted to director in London were: Martin Carins, Mark
Christiansen, Justin Cooper, Glendon Fietta, Andreas Koutsouris,
and David Porter.

  Los Angeles
  -----------
Nathan Cook joined AlixPartners in Chicago in 2002. In 2003 he
transferred to Los Angeles following the opening of a new office
there where he helped grow the firm's west coast practice.  Prior
to joining the firm, he was a principal consultant in the
Financial Advisory Services group at Price Waterhouse.  He has a
broad background as a financial advisor, and he focuses on
financial restructuring, valuation, and litigation consulting.  He
holds an MBA in finance and corporate
strategy from the UCLA Anderson School of Management.

  Munich
  ------
Jan Kantowsky has been based in Munich since 2005, playing an
important role at M„rklin where he was interim CFO.  Most
recently, he was asked to lead the restructuring of Firstgate
Holding.  Prior to joining AlixPartners, he headed the global
equity investment program of Bertelsmann, the leading European
media company.  He holds a PhD in business administration from the
University
of St. Gallen.

Also promoted to director in Munich were: Michael Dorn, Raymond
Peters, and Jens-Ulrich Wiese.

  New York
  --------
Matthew Cohen came to AlixPartners in 2006 from Skadden, Arps,
Slate, Meager & Flom LLP, where he was a counsel in the Complex
Mass Torts and Insurance Litigation practice and co-chair of the
firm's electronic discovery committee.  He received a Juris
Doctorate degree from Fordham University School of Law and holds a
bachelor's degree from the State University of New York at Stony
Brook.

Tom Osmun joined the firm in 1996 and rejoined in 2005. His vast
AlixPartners experience includes leadership roles at Calpine
Corporation and Bally Total Fitness. Prior to rejoining
AlixPartners, he was a managing director at Conway DelGenio Gries
& Co.  He received his MBA in finance from Duke University.

Also promoted to director in New York were: Scott Beattie, Hans
Lehmann, Arpita Majumder, and Brenda Miller.

  Southfield, Michigan  
  --------------------
Tom Morrow joined the firm in 1994 and has worked in a wide
variety of successful engagements with AlixPartners, including
Kmart and Dana.  His background includes experience in franchisee
restructurings, commercial lending, and in general management
consulting experience.  He received his MBA in finance from the
University of Chicago.

Also promoted to director in Southfield, Michigan were: Scott
Hamilton, Brett Meyer, Tatiana Niro, and Mark Wakefield.

  Other director promotions in Chicago, Paris, and San Francisco
  --------------------------------------------------------------
Promoted to director in Chicago were: Francesco Barosi, Chris
Blacker, Susan Budd, Darin Facer, Benjamin Gaw, Tarig Kozouz,
Kevin Montague, Robert Montgomery, Mark Rule, and Terry Singla.

Promoted to director in Paris were: Thierry Duvette, Florent
Maisonneuve, and Francois Neveux.

Promoted to director in San Francisco were: Nicholas Archibald,
Brent Carlson, and Kevin Chiu.
                    
                        About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is a global  
restructuring, consulting, and financial advisory firm that helps
its large and middle-market corporate clients achieve improved
outcomes when it really matters.  The AlixPartners' "one-stop-
shop" suite of services range from operational performance
improvement and financial restructuring across all major corporate
disciplines (manufacturing, supply chain, IT, and sales and
marketing), to financial advisory services (financial reporting,
corporate governance and investigations, and litigation
consulting), to technology-enabled claims management.  
Headquartered in Michigan, the firm has more than 700 employees in
Chicago, Dallas, Detroit, Dsseldorf, London, Los Angeles, Milan,
Munich, New York, Paris, San Francisco, Shanghai, and Tokyo.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,068)       1,332       61
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
Points International    PTS          (6)          42        5
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

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, Philline P. Reluya, Joseph Medel C.
Martirez, 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.

                    *** End of Transmission ***