TCR_Public/080123.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, January 23, 2008, Vol. 12, No. 19

                             Headlines



3700 ASSOCIATES: Deutsche Bank to Fund Hotel's Construction
AMP'D MOBILE: Court Okays Potter Anderson as Bankruptcy Counsel
AMP'D MOBILE: Settles Brightpoint and Kings Road Issues
ANSWER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: Dean Baker Okayed as Asbestos Panel's Conn. Counsel

ASARCO LLC: Can Hire Halperin Battaglia as Consulting Expert
ASC INC: Creditors' Panel Balks at Bankruptcy Cases Inactivity
AXIUM INTERNATIONAL: Auction for Unit's Assets Scheduled Today
BAUSCH & LOMB: Inks Definitive Agreement to Acquire Eyeonics
BAUSCH & LOMB: Projects 4th Qtr. Revenues in $654-660 Mil. Range

BEAZER HOMES: Robert Salomon Appointed as Chief Accounting Officer
BELO CORP: Board OKs Spin-Off Via Tax-Free Stock Dividend Payout
BUFFETS HOLDINGS: To Restructure Balance Sheet Under Chapter 11
BUFFETS HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
BUFFETS INC: S&P Changes Rating to 'D' on Parent's Bankruptcy

CABELA CREDIT: Moody's Puts Ba2 Rating on Class D Notes
CENTRIX FINANCIAL: Judge Brown Approves Disclosure Statement
CENTRIX FINANCIAL: Plan Confirmation Hearing Set for March 14
CHARTERHOUSE BOISE: IRS Wants Assets Liquidated to Pay Tax Bills
CIENA CORP: Plans to Increase Authorized Common Shares by 150 Mil.

COMPLETE VITAL: Case Summary & 19 Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Grants Retention Awards to 5 Executives
DALE AUSHERMAN: Case Summary & 14 Largest Unsecured Creditors
DELTA FINANCIAL: Court Okays AlixPartners LLP as Claims Agent
DELTA FINANCIAL: Has Until March 18 to File Schedules

E-POCH PROPERTIES: Case Summary & Three Largest Unsec. Creditors
ENESCO GROUP: Amended Plan Confirmation Hearing Moved to Jan. 30
ENRON CORP: Court OKs Investors Receiving $7.2 Bil. Final Payout
ENRON CORP: FERC Okays $18 Mil. Settlement with Snohomish County
ENRON CORP: Wants $25 Mil. Deutsche Bank Settlement Approved

ENSEMBLE CHIMES: Auction for Assets Scheduled Today in California
FEDERAL-MOGUL: 75 Chapter 11 Cases Dismissed Effective December 27
FINANCIAL INDUSTRIES: Enters $74.7 Mil. Americo Life Merger Deal
FINANCIAL INDUSTRIES: A.M. Best Puts Ratings Under Positive Review
FIRST ACCEPTANCE: A.M. Best Holds "b-" Issuer Credit Rating

FOX HILLS: Section 341(a) Meeting Scheduled for January 30
GARY WATTENBERG: Case Summary & 14 Largest Unsecured Creditors
GLOBAL POWER: Emerges from Chapter 11 Bankruptcy
GRANDE COMM: Board OKs Plan to Explore Strategic Alternatives
HARVEY ELECTRONICS: Section 341(a) Meeting Scheduled for Feb. 8

HARVEY ELECTRONICS: U.S. Trustee Appoints 5-Member Creditors Panel
HEARTLAND AUTO: U.S. Trustee Appoints Five-Member Creditors Panel
HEARTLAND AUTO: Can Hire Epiq Bankruptcy as Claims Agent
HEARTLAND AUTO: Forshey and Prostok Approved as Bankruptcy Counsel
INFORMED CARE: Case Summary & 20 Largest Unsecured Creditors

INVESTORS LIFE: A.M. Best Puts Ratings Under Positive Review
J&S EXCAVATION: Case Summary & 13 Largest Unsecured Creditors
JACQUELINE JOCELYN: Case Summary & 12 Largest Unsecured Creditors
KELLWOOD CO: Extends Cash Tender Offer Deadline to January 30
LAWRENCE SALANDER: Agrees to Move 231 Art Works for Safekeeping

M/I HOMES: Posts $21.7 Million Net Loss in 2007 Third Quarter
MICHAEL HAMILTON: Case Summary & 18 Largest Unsecured Creditors
MOVIE GALLERY: Creditor Groups Ink Pact to Support Ch. 11 Plan
MT CALVARY: Case Summary & Two Largest Unsecured Creditors
MTI TECHNOLOGY: Court Approves CMA Business as Auctioneer

NATIONAL STATES: A.M. Best Revises Outlook from Negative to Stable
NEFF CORP: Posts $9.4 Million Net Loss in 2007 Third Quarter
NIDA DESMARAIS: Case Summary & Six Largest Unsecured Creditors
NORTHWEST AIRLINES: Commences Merger Talks with Delta Air & UAL
OMEGA HEALTHCARE: Paying Common Stock Dividend on February 15

PEP BOYS: Harry Yanowitz to Step Down as Chief Financial Officer
PROPEX INC: Wants Court Nod to Use BNP Paribas' Cash Collateral
PROPEX INC: Wants Access to $60 Million DIP Financing
PROPEX INC: Wants to Employ King & Spalding as Lead Counsel
QUEBECOR WORLD: Case Summary & 57 Largest Unsecured Creditors

QUEBECOR WORLD: S&P Slashes Ratings to D on Chapter 11 Filing
RELIANT ENERGY: Has Until February 19 to File Chapter 11 Plan
REX WHEELER: Case Summary & 19 Largest Unsecured Creditors
SAINT VINCENT: Names John McDaniel as Chief Information Officer
SAINT VINCENT: $13,445,259 Claims Expunged as of January 15

SAINT VINCENT: U.S. Trustee Balks at Huron Consulting's $15MM Pay
SALANDER-O'REILLY: CRO Agrees to Move 231 Art Works for Protection
SEARS HOLDINGS: To Give More Control to Units Under Reorganization
SENTINEL MANAGEMENT: Court Set March 14 as Claims Bar Date
SOLUTIA INC: DuPont Demands Payment of $1,394,718 Admin. Claim

SOLUTIA INC: Files Second Supplement to Stock Offering Prospectus
SOVEREIGN COS: Case Summary & 20 Largest Unsecured Creditors
TRANS-GULF DRILLING: Case Summary & 20 Largest Unsecured Creditors
UAL CORP: Reports Highest Annual Pre-tax Income Since 1999
UAL CORP: Commences Merger Talks w/ Delta Air & Northwest Airlines

US ENERGY: Section 341(a) Creditors' Meeting Set for Feb. 15
VOUGHT AIRCRAFT: Sept. 30 Balance Sheet Upside-Down by $641.9 Mil.
WSI RV: Case Summary & 14 Largest Unsecured Creditors

* Andy Rahl & 54 Other Anderson Kill Lawyers Join Reed Smith

* Fitch Says Overall Outlook for Automotive Industry Remains Mixed
* Fitch Says Volatile Market Conditions Could Lead to Neg. Ratings

* Upcoming Meetings, Conferences and Seminars



                             *********

3700 ASSOCIATES: Deutsche Bank to Fund Hotel's Construction
-----------------------------------------------------------
Perini Building Company, Inc, a wholly owned subsidiary of Perini
Corporation said it has in place an interim commitment with
Deutsche Bank AG.  Under the interim commitment, Deutsche Bank
will continue to pay Perini for performing the construction work
on the Cosmopolitan Resort and Casino project in Las Vegas, Nevada
on a monthly basis while the issues of loan default with the
developer, 3700 Associates LLC, are being resolved.

As a result, the work at the Cosmopolitan will continue unaffected
by the default notice.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
3700 Associates was issued a foreclosure notice by Deutsche Bank
AG last week.  Perini confirmed that Deutsche Bank, on Jan. 16,
2008, delivered a notice of loan default to 3700 Associates.

Perini Building is the general contractor for the project which is
scheduled for completion in December of 2009.

At that time, Perini was in discussion with 3700 Associates and
Deutsche Bank, to facilitate an orderly continuation of
construction of the project.  As of Dec. 31, 2007, work remaining
to be performed under the construction contract totaled
approximately $1.4 billion.

                     About Perini Corporation

Perini Corporation (NYSE: PCR) -- http://www.perini.com/-- is a
construction services company offering diversified general
contracting, construction management and design/build services to
private clients and public agencies throughout the world.  It
provided construction services since 1894.  It offers general
contracting, preconstruction planning and comprehensive project
management services, including the planning and scheduling of the
manpower, equipment, materials and subcontractors required for a
project.  It also offers self-performed construction services
including sitework, concrete forming and placement and steel
erection.  It is known for our hospitality and gaming industry
projects, sports and entertainment, educational, transportation,
healthcare, biotech, pharmaceutical and high-tech facilities, as
well as large and complex civil construction projects and
construction management services to U.S. military and government
agencies.

                      About 3700 Associates

The 3700 Associates LLC is a real estate developer owned by Ian
Bruce Eichner.  It is currently developing Cosmopolitan Resort &
Casino, a 3,000-room high-rise casino and hotel due to open in
late 2009 between the Bellagio casino resort and the CityCenter
casino complex.  The project cost, initially valued at $1.8
billion, has ballooned to $3 billion.  On Oct. 11, 2005, 3700
Associates signed a $1 billion construction contract with Perini
Corporation's subsidiary, Perini Building Company, Inc.


AMP'D MOBILE: Court Okays Potter Anderson as Bankruptcy Counsel
---------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Potter Anderson &
Corroon LLP as its counsel, nunc pro tunc to Nov. 20, 2007.

As reported in the Troubled Company Reporter on July 9, 2007, the
Debtor obtained authority from Court to employ The Bayard Firm
as its bankruptcy counsel, with Steven M. Yoder principally
responsible for representation of the Debtor.

Mr. Yoder resigned from his position as director at Bayard on
October 19, and began employment as partner at Potter Anderson &
Corroon LLP on November 2, the Debtor informs Judge Shannon.

Following Mr. Yoder's departure from Bayard, the Debtor believes
that it is best for Mr. Yoder to continue representing the Debtor
at his new firm, given the depth of his knowledge of all the
issues relating to the Debtor and its assets.

The Debtor tells the Court that it wants to employ Potter Anderson
as its counsel because of the firm's expertise in the field of
business reorganizations, experience and knowledge practicing
before the U.S Bankruptcy Court for the District of Delaware,
proximity to the Court, and ability to respond quickly to
emergency hearings and other emergency matters before the Court.

As counsel to the Debtor, Potter Anderson is expected to:

   (a) take all necessary action to protect and preserve the
       estate, including the prosecution of actions on the
       Debtor's behalf, the defense of any action commenced
       against the Debtor, the negotiation of dispute in which
       the Debtor is involved, and the preparation of
       objections to claims filed against the Debtor's estate;

   (b) provide legal advice with respect to the Debtor's powers
       and duties as debtor-in-possession as it continues
       with its orderly liquidation;

   (c) negotiate, prepare and pursue confirmation of a plan of
       liquidation and approval of a disclosure statement;

   (d) prepare on behalf of the Debtor, as debtor-in-
       possession, necessary motions, applications, answers,
       orders, reports and other legal papers in connection
       with the continued administration of the Debtor's
       estate;

   (e) appear before the Court to protect the interest of the
       Debtor;

   (f) assist with any disposition of the Debtor's assets by
       sale or otherwise; and

   (g) perform all other legal services in connection with the
       Debtor's Chapter 11 case as reasonably required.

Potter Anderson will be paid for the legal services of its
professionals according to these hourly rates:

     Professional                Hourly Rate
     ------------                -----------
     Partners                    $395 - $550
     Associate                   $255 - $360
     Paralegals                  $160 - $360
     Case Management Assistant       $60

Mr. Yoder assures the Court that Potter Anderson does not hold
nor represent any interest or connection adverse to the Debtor,
its estate, its creditors, and any other party-in-interest.
Potter Anderson is a disinterested person as the term is defined
under Section 101(14) of the Bankruptcy Code, he maintains.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, represent the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor listed total assets of $47,603,629 and total debts of $164,
569,842. The Debtor's exclusive period to file a plan expired on
Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


AMP'D MOBILE: Settles Brightpoint and Kings Road Issues
-------------------------------------------------------
Amp'd Mobile Inc., Brightpoint North America L.P., and Kings Road
Invesment Ltd., the Debtor's senior secured lender, engaged in
arm's-length and good faith negotiations to resolve various issues
between them, in an effort to avoid further delay and the
substantial fees, risks and costs associated with continued
litigation.

Previously, certain of the Debtor's handset assets are stored in
Brightpoint's facility.  Brightpoint provided the Debtor repair
services for the handsets.  Brightpoint has maintained that it
possesses a lien over the Debtor's inventory in its possession
under the Indiana Code.

The Debtor has obtained Court approval to sell certain of its
handset accessories, including the Brightpoint inventory,
to Cellupage for $1,016,600.

Ultimately, to resolve their dispute, the parties have agreed
that, subject to the U.S. Bankruptcy Court for the District of
Delaware's consent:

   (a) Kings Road will receive $225,000 of the Handset
       Proceeds;

   (b) Brightpoint will receive the remainder of the Handset
       Proceeds, including any and all interests earned;

   (c) the Compliant, all Counterclaims and Intervenor
       Complaint will be dismissed with prejudice;

   (d) all parties will exchange mutual releases; and

   (e) Brightpoint will have an allowed general unsecured claim
       for $348,770.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, asserts that the Settlement consensually
resolves the Adversary Proceeding without the need for costly and
time consuming litigation while eliminating certain asserted
secured claims.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739).  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C. and Klehr, Harrison, Harvey,
Branzburg & Ellers, LLP, represent the Official Committee of
Unsecured Creditors.  In its schedules filed with the Court, the
Debtor listed total assets of $47,603,629 and total debts of $164,
569,842. The Debtor's exclusive period to file a plan expired on
Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Services Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


ANSWER FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Answer Financial, Inc.
        15910 Ventura Boulevard, 6th Floor
        Encino, CA 91436

Bankruptcy Case No.: 08-10140

Type of Business: The Debtor offers insurance products and
                  services through its licensed affiliated
                  Insurance Answer Center, Inc., Answer Center
                  Insurance Agency, Inc. and other affiliates.
                  See http://www.answerfinancial.com/

Chapter 11 Petition Date: January 21, 2008

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50 Million to 100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Esurance, Inc.                 trade vendor/business $161,600
650 Davis Street               expenses
San Francisco, CA 94111-1922

Primerica                      trade vendor/business $125,000
3120 Breckinridge Boulevard    expenses
Building 5, 3rd Floor
Duluth, GA 30096

Douglas Emmett 1998, L.L.C.    termination fee under $115,000
808 Wilshire Boulevard,        real property lease
Suite 200
Santa Monica, CA 90401

NetQuote                       trade vendor/business $86,500
                               expenses

Randal Sue                     wage claim            $34,589

Todd Wiliams                   wage claim            $32,393

Cameron Mazaherian             wage claim            $27,218

Evgueni Ma1tsev                wage claim            $24,893

CitiMortgage                   trade vendor/business $24,000
                               expenses

Theodore Cho                   wage claim            $23,723

Louise Alter                   wage claim            $21,413

Leonid Ruzin                   wage claim            $21,040

HometownQuotes.com             trade vendor/business $20,000
                               expenses

Edwin Mackethan                wage claim            $19,054

Ronald Ryan                    wage claim            $18,274

Himanshu Pathak                wage claim            $16,541

Randall Sterba                 wage claim            $14,881

Wiliam Hodgins                 wage claim            $12,574

InsureMe                       trade vendor/business $12,500
                               expenses

Kenneth Hunt                   wage claim            $12,159


ASARCO LLC: Dean Baker Okayed as Asbestos Panel's Conn. Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors in ASARCO LLC and its debtor-affiliates'
Chapter 11 cases obtained permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ the Law Offices
of Dean Baker as its local Connecticut counsel.

In May 2005, the Asbestos Creditors' Committee employed L.
Tersigni Consulting, P.C., as its financial advisors.

Loreto Tersigni, the 100% owner and president of the Tersigni
firm, died in May 2007.  Following Mr. Tersigni's death, certain
issues of alleged billing irregularities by the Tersigni firm in
other bankruptcy cases had reach the Asbestos Committee's
attention.

As a result, the Asbestos Committee terminated the Tersigni firm
as its financial advisor in June 2007 and informed the United
States Trustee for Region 7 of the termination.

In November 2007, the Tersigni firm filed a Chapter 11 bankruptcy
petition before the U.S. District of Connecticut, Bridgeport
Division.  The Asbestos Committee wishes to appear in Tersigni's
bankruptcy case to monitor its progress and developments; pursue
any potential claims against Tersigni; and otherwise protect its
interests.

As local counsel, Dean Baker will:

   (a) serve as the Asbestos Committee's representative at any
       court hearings and proceedings before the Connecticut
       Court;

   (b) prepare any pleadings, motions, answers,notices orders,
       and reports that are required by the Asbestos Committee in
       Tersigni's bankruptcy case;

   (c) provide legal advice and consultations; and assist the
       Asbestos Committee in its investigation of the acts,
       conducts, assets, liabilities, and financial condition of
       the Tersigni firm, the operation of its business and the
       desirability of the continuance of its business, and any
       other matter relevant to the Tersigni firm's bankruptcy
       case;

   (d) assist the Asbestos Committee in the negotiation of or
       opposition to or support of a plan or plans of
       reorganization in the Tersigni case; and

   (e) render other necessary advice as the Asbesots Committee
       may require.

Dean Baker, Esq. has agreed to represent the Asbestos Committee at
a fee commensurate with his normal hourly rate of $385 per hour.
The Asbestos Committee seeks the Court's permission to pay Mr.
Baker's fees and reimburse his expenses from either the existing
Wells Fargo Escrow Account or the Escrow Account created pursuant
to the settlement agreement with certain London market insurers.

Mr. Baker attests that he does not represent any interest adverse
to the Asbestos Committee or the Debtors' estates, and is a
"disinterested person" as the term is defined in Section 101(14).

                           About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASARCO LLC: Can Hire Halperin Battaglia as Consulting Expert
------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Halperin Battaglia Raicht, LLP, as its consulting expert and
potential witness in connection with the fraudulent transfer
complaint against Americas Mining Corporation, nunc pro tunc
Nov. 2, 2007.

Halperin is expected to assist ASARCO in the ongoing development
and analysis of the many issues involved in the AMC Litigation;
and will testify at trial to facilitate the orderly, unified
presentation and expert analysis of the various aspects of
evidence supporting ASARCO's position in the Litigation.

ASARCO will pay for Halperin's services according to the firm's
customary hourly rates:

      Professionals            Hourly Rate
      -------------            -----------
      Attorneys                $425 - $175
      Law Clerks               $125 - $100
      Paraprofessionals         $95 - $75

Alan D. Halperin, Esq., a partner at Halperin Battaglia Raicht,
LLP, in New York, assured the Court that his firm does not
represent any interest adverse to ASARCO and its estate, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The AMC Litigation, which is currently pending in the U.S.
District Court for the Southern District of Texas, is likely the
single largest asset of ASARCO's estate, the Debtors said.

Through the AMC Litigation, ASARCO seeks the return of its
ownership interest in Southern Peru Copper Corporation, which, is
worth billions of dollars, along with the present value of
dividends paid on the stock since the fraudulent transfer,
believed to be worth more than $1,400,000,000.

                           About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASC INC: Creditors' Panel Balks at Bankruptcy Cases Inactivity
--------------------------------------------------------------
ASC Inc.'s Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Eastern District of Michigan to direct
company executives to testify under oath, answering the panel's
complaint on the inactivity and concealment of financial
information in the debtor's bankruptcy cases, Bill Rochelle of the
Bloomberg News reports.

The panel, Mr. Rochelle relates, charges that the Debtor:

    * hasn't filed a financial report since June,
    * won't disclose financial details to the committee,
    * refuses to identify claims to which it will object, and
    * hasn't met to talk about filing lawsuits.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
the proponents of three competing Chapter 11 plans for ASC Inc.
have until Feb. 1, 2008, to complete a mediation process with
regards to their disputes.

The Debtor first filed its plan but further extension of its
exclusive plan filing period was denied by the Court.  ASC's
parent, American Specialty Cars Holdings Inc., and the creditors'
committee subsequently filed separate plans.

Headquartered in Southgate, Michigan, ASC Incorporated --
http://www.ascglobal.com/-- is a supplier of highly engineered
roof systems and of design services for the world's automakers.
The company filed for Chapter 11 protection on May 2, 2007,
(Bankr. E.D. Mich. Case No. 07-48680).  Gary H. Cunningham, Esq.
and Sean M. Walsh, Esq. at Giarmarco, Mullins & Horton P.C.
represent the Debtor in its restructuring efforts.  Christopher
Grosman, Esq., at Carson Fischer, P.L.C., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed assets and debts from
$1 million to $100 million.


AXIUM INTERNATIONAL: Auction for Unit's Assets Scheduled Today
--------------------------------------------------------------
An auction for the assets of Axium International Inc.'s
subsidiary, Ensemble Chimes Global, is set for today, Jan. 23,
2008, with the U.S. Bankruptcy Court for the Central District of
California, Katharine Grayson of the Business Journal in St. Paul,
Minneapolis reports.

Founder Barry Olson, who left the company before it was sold to
Axium International, has partnered with Vedior North America as
and offered $7.5 million for the company, the report adds.  Mr.
Olson also offered to assume all of Ensemble Chimes' contracts,
the report relates citing papers filed with the Court.

Rochelle of Bloomberg New reports that creditor Allegis Group Inc.
is suspicious of the hurried sale of assets citing the lack of
time to market the assets.

Headquartered in Los Angeles, California, Ensemble Chimes Global -
- http://www.teamecg.com/-- is a wholly-owned subsidiary of Axium
International.  The company is a labor management services
provider whose services range from workforce acquisition to
payroll, from risk mitigation to billing and invoicing.  The
company filed for protection under Chapter 7 of the Bankruptcy
Code on Jan. 9, 2008 Bankr. C.D. Calif. Case No. 08-10376).

Axium International Inc. -- http://www.axium.com/-- provides
payroll solutions for production.  It offers various financial
services and technology for the entertainment industry through
Axium Global and Axium Global Workforce.  It serves companies
ranging from mid-market to Fortune 500.  Axium International has
offices in Los Angeles, New York, Burbank, Hollywood, Las Vegas,
Toronto, Vancouver and London.  The company filed for protection
under Chapter 7 of the Bankruptcy Code on Jan. 8, 2008 (Bankr.
C.D. Calif. Case No. 08-10277).  Howard M. Ehrenberg, a partner at
SulmeyerKupetz, has been appointed as Chapter 7 Trustee.


BAUSCH & LOMB: Inks Definitive Agreement to Acquire Eyeonics
------------------------------------------------------------
Bausch & Lomb Inc., the global eye health company, disclosed
Sunday that it has entered into a definitive agreement to acquire
eyeonics inc., a rapidly growing, privately held ophthalmic
medical device company headquartered in Aliso Viejo, Calif.
Financial terms of the transaction, which is expected to close
during the first quarter of 2008 subject to standard regulatory
approval, were not disclosed.

Upon completion of the acquisition, eyeonics' operations will
become part of Bausch & Lomb's surgical business, which offers a
complete line of standard intraocular lenses, phacoemulsification
equipment, vitreoretinal and refractive products to
ophthalmologists worldwide.  The U.S. surgical business will be
led by J. Andy Corley, eyeonics' co-founder, chairman, and chief
executive officer.

eyeonics, founded in 1998, developed and markets the crystalens
intraocular lens, the first and only U.S. Food and Drug
Administration-approved accommodating IOL for the treatment of
cataracts.  The crystalens IOL replaces the eye's natural lens and
has been implanted in more than 95,000 eyes worldwide.

According to Bausch & Lomb, accommodation is the eye's method to
achieve near-distance focusing by altering the curvature of the
natural crystalline lens, allowing a person to easily read small
type used in books, restaurant menus, and on computer monitors.
As the natural lens ages, accommodation decreases.  This results
in a condition known as presbyopia for most people over age 40,
for which reading glasses are commonly required.  Other approved
IOLs only permit focusing at a fixed distances, while the
crystalens IOL mimics the accommodating characteristics of a
natural lens.

"This represents our first acquisition since Bausch & Lomb became
a private company in a transaction led by Warburg Pincus," said
Ronald L. Zarrella, chairman and chief executive officer, Bausch &
Lomb.  "We are excited to enter a new phase of growth and
innovation, and believe the eyeonics acquisition is another sign
of our commitment to delivering innovative, high-quality products
to ophthalmologists and patients worldwide."

Zarrella continued, "This acquisition immediately places Bausch &
Lomb into the rapidly expanding premium IOL market.  The
crystalens technology complements our existing cataract surgical
business, including our Stellaris(TM) Vision Enhancement System
and our portfolio of monofocal IOLs.  The acquisition also adds
leadership depth, as Andy and his team bring a strong track record
of product innovation and growth to the company.  We look forward
to their contributions as part of the Bausch & Lomb family."

Bausch & Lomb discloses that in 2007, eyeonics generated revenues
of approximately $34.0 million, an increase of 100.0% over the
prior year revenues of approximately $17.0 million.  Its
crystalens IOL is estimated to represent approximately 30.0% of
the presbyopic IOL market in the United States.

"We expect that this transaction will lead to accelerated adoption
of the crystalens IOL, given Bausch & Lomb's global sales and
marketing reach and brand equity," said Andy Corley.  "Through the
extensive Bausch & Lomb sales and marketing organization, we
expect to quickly and significantly expand the appreciation for
the distinct patient benefits offered by the crystalens.  In
addition, the unsurpassed optics R&D expertise of Bausch & Lomb
will help further advance our technology.  Our entire management
team is excited about becoming part of the Bausch & Lomb
organization at the outset of its new partnership with Warburg
Pincus.  We believe Bausch & Lomb's deepened commitment to
ophthalmology will further drive the crystalens IOL's market
acceptance as well as growth of the entire surgical product
portfolio."

The crystalens IOL was approved by the FDA in November 2003.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- is an eye health company whose
core businesses include soft and rigid gas permeable contact
lenses and lens care products, and ophthalmic surgical and
pharmaceutical products.  Founded in 1853, the company employs
more than 13,000 people worldwide and its products are available
in more than 100 countries.

                          *     *     *

Bausch & Lomb Inc. still carries Moody's Investors Service 'B2'
corporate family, 'B1' bank loan debt, 'Caa1' senior unsecured
debt, and 'B2' probability of default ratings, which were last
placed on Oct. 5, 2007.


BAUSCH & LOMB: Projects 4th Qtr. Revenues in $654-660 Mil. Range
----------------------------------------------------------------
Bausch & Lomb Inc. disclosed Sunday certain preliminary and
unaudited fourth-quarter and full-year 2007 financial metrics.

While the company has not yet finalized its financial close
process, including purchase accounting associated with the
recently completed merger with affiliates of Warburg Pincus, it
currently projects it will report fourth-quarter net sales of
between $654.0 million and $660.0 million, compared to
$597.6 million in the same period in 2006.

The company currently projects fourth-quarter Adjusted EBITDA of
between $120.0 million and $126.0 million, compared to
$85.7 million in the year-ago period.

For the full year, Bausch & Lomb currently projects it will report
net sales between $2.513 billion and $2.519 billion, compared to
$2.292 billion in 2006.

The company currently projects full-year Adjusted EBITDA of
between $408.0 million and $414.0 million, compared to
$338.5 million in 2006.

These selected financial metrics are estimates and subject to
change.  Bausch & Lomb's auditors have not completed their audit
procedures for the year ended Dec. 29, 2007.  Bausch & Lomb
cautions investors not to place undue reliance on the company's
preliminary financial information as herein presented.

Adjusted EBITDA excludes: non-cash stock compensation expense;
direct charges associated with the MoistureLoc(R) lens care
solution recall; the impact of the 2007 reversal of certain
Brazilian tax reserves based on amnesty granted by the tax
authority; expenses incurred in connection with brand rebuilding
efforts subsequent to the MoistureLoc recall; fees and other costs
associated with the merger between the company and affiliates of
Warburg Pincus; fees associated with the defense of product
liability cases related to the MoistureLoc recall and shareholder
lawsuits, as well as the cost of actual MoistureLoc claims
settled; fees related to accounting investigation and enhanced
audit procedures; and other adjustments.

Estimated adjustments to EBITDA included in the company's current
projections for the fourth quarter and full-year 2007 totaled
approximately $93.0 million and $132.0 million, respectively.
Such adjustments to EBITDA totaled $19.4 million and $98.4 million
for the fourth quarter and full-year 2006, respectively.

                       About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- is an eye health company whose
core businesses include soft and rigid gas permeable contact
lenses and lens care products, and ophthalmic surgical and
pharmaceutical products.  Founded in 1853, the company employs
more than 13,000 people worldwide and its products are available
in more than 100 countries.

                          *     *     *

Bausch & Lomb Inc. still carries Moody's Investors Service 'B2'
corporate family, 'B1' bank loan debt, 'Caa1' senior unsecured
debt, and 'B2' probability of default ratings, which were last
placed on Oct. 5, 2007.


BEAZER HOMES: Robert Salomon Appointed as Chief Accounting Officer
------------------------------------------------------------------
Beazer Homes USA, Inc., Jan. 18, 2008, disclosed the appointment
of Robert L. Salomon as Senior Vice President, Chief Accounting
Officer and Controller, effective Feb. 11, 2008.

Mr. Salomon joins Beazer Homes from homebuilding company Ashton
Woods Homes, where he has served as Chief Financial Officer and
Treasurer since 1998.  Previously, he served with homebuilder MDC
Holdings, Inc. in accounting and finance roles with increasing
responsibility over a 6 year period.  A Certified Public
Accountant, Mr. Salomon has 24 years of financial management
experience, 16 of which have been in the homebuilding industry.
Mr. Salomon is a member of the American Institute of Certified
Public Accountants and a graduate of the University of Iowa with a
Bachelor of Business Administration.

Allan P. Merrill, Executive Vice President and Chief Financial
Officer said, "We are extremely pleased to welcome someone of
Bob's caliber to our management team.  His combination of
accounting, financial management and industry experience will be
extremely valuable as we manage through the current challenges in
the housing market and position the Company to realize the
opportunities that will arise when our markets begin to recover."

                       About Beazer Homes

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov 1, 2007,
Standard & Poor's Ratings Services ratings on Beazer Homes USA
Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative
implications until the extent of pending restatements tied to its
recently completed internal investigation are finalized and the
company files all financial statements with the SEC.

As reported in the Troubled Company Reporter on Oct 16, 2007,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'BB-' from 'BB'.


BELO CORP: Board OKs Spin-Off Via Tax-Free Stock Dividend Payout
----------------------------------------------------------------
Belo Corp. said that its Board of Directors has approved details
of the company's previously-announced plan to create separate
television and newspaper businesses through the spin-off of its
newspapers and related assets into a publicly-traded company
called A. H. Belo Corporation.

The transaction will be completed through a special tax-free stock
dividend distribution to shareholders on all outstanding shares of
Belo Corp. common stock.

The board has established the close of business on Jan. 25, 2008,
as the record date and set a distribution ratio of 0.20 A. H. Belo
shares for each share of Belo Corp.  The distribution of A. H.
Belo common stock is expected to occur on Feb. 8, 2008 to Belo
Corp. shareholders of record.  Series A common stock of A. H. Belo
will begin regular trading on the New York Stock Exchange under
the ticker symbol AHC on Feb. 11, 2008, and Series A common stock
of Belo Corp. will continue to trade on the NYSE under the ticker
symbol BLC.  No fractional AHC shares will be distributed and cash
will be paid in lieu of fractional shares.

Belo Corp. has requested a ruling from the Internal Revenue
Service indicating that the spin-off will qualify as a tax-free
distribution to Belo Corp. shareholders for U.S. federal income
tax purposes.  The company expects to receive the ruling, which is
a condition to the spin-off, by the end of the month.  Any cash
received by a Belo Corp. shareholder in lieu of fractional AHC
shares will be taxable.

Belo Corp.'s Series A common stock will continue to trade "regular
way" (inclusive of the A. H. Belo Series A common stock
distribution) throughout the period leading up to and including
the distribution date.  Holder of Belo Corp.'s Series A common
stock who sells shares "regular way" on or before the distribution
date will also be selling the entitlement to receive shares of A.
H. Belo Series A common stock on the distribution date.  On the
first day of trading following the distribution date, shares of
Belo Corp. Series A common stock will trade without the benefit of
the A. H. Belo Series A common stock distribution, and A. H. Belo
Series A common stock will begin to trade independently on a
"regular way" basis.

         Shares To Trade on "When Issued" Basis by Jan. 23

Belo Corp. has been advised by the NYSE that shares of AHC and BLC
are expected to begin trading on a "when issued" basis on Jan. 23,
2008, two business days prior to the record date, and continue
through the distribution date of Feb. 8, 2008.  If "when issued"
markets develop, then "when issued" AHC shares will be traded
under the symbol "AHC wi".  "When issued" BLC shares, which will
not include an entitlement to receive AHC shares in the stock
dividend distribution, will be traded under the symbol "BLC wi".
Investors are encouraged to consult with their financial advisors
regarding the specific implications of trading AHC or BLC common
stock on or before the distribution date.

The distribution ratio of 0.20 means that there will be about
17.6 million shares of A. H. Belo Series A shares outstanding at
the spin-off and about 2.9 million shares of A. H. Belo Series B
shares outstanding.  Although A. H. Belo Series B shares do not
trade on any exchange, they are convertible into Series A shares
at any time on a one-to-one basis.

"This is an exciting step in Belo's strategic plan to enhance
shareholder value by creating separate television and newspaper
companies that will be very focused and responsive to changing
industry dynamics," said Robert W. Decherd, Chairman and Chief
Executive Officer.  "We remain committed to delivering the highest
quality news and information to our loyal audiences and
advertisers as we finalize the spin-off.  The transaction will
deliver many benefits by the flexibility it affords to both
companies."

Following the spin-off, Belo Corp. currently plans to pay an
annual dividend of approximately $0.30 per share, paid quarterly,
and A. H. Belo currently plans to pay an annual dividend of
approximately $1.00 per share, paid quarterly, after adjusting for
the 0.20 distribution ratio.  The actual amount and timing of each
dividend are subject to final determination by the boards of the
two companies.

No action is required by Belo Corp. shareholders to receive their
A. H. Belo common stock and Belo Corp. shareholders will not be
required to surrender or exchange their shares.

Registered owners of Belo Corp. Series A common stock who are
entitled to receive the distribution will receive a book entry
statement from The Bank of New York Mellon reflecting their
ownership of A. H. Belo Series A common stock.  Holders of Belo
Corp. Series A stock who hold their shares through a bank, broker
or other entity will have their brokerage account credited with
the A. H. Belo Series A common stock.  Physical stock certificates
for Series A common stock will not be issued unless a shareholder
requests certificates from the transfer agent and provides the
required information.  Registered owners of Belo Corp. Series B
common stock who are entitled to receive the distribution of A. H.
Belo Series B common stock will receive physical stock
certificates.

Completion of the distribution is subject to customary conditions
set forth in a separation and distribution agreement to be filed
with the U.S. Securities and Exchange Commission as an exhibit to
A. H. Belo's information statement on Form 10.

After the record date, Belo Corp. will mail an information
statement to all holders of Belo Corp. common stock, which will
include:

   -- information regarding the procedures by which the
      distribution will be effected,

   -- the business and management of A. H. Belo following the
      distribution, and

   -- other information of interest to Belo Corp. and A. H. Belo
      shareholders.

The information statement will also be available through the SEC's
Web site -- http://www.sec.gov-- and on the Belo Corp. and A. H.
Belo Web sites at -- http://www.belo.com/-- and --
http://www.ahbelo.com/

                         About Belo Corp.

Belo Corp. -- http://wwwbelo.com/-- is a media company with a
diversified group of market-leading television, newspaper, cable
and interactive media assets.  The company operates in Texas, the
Northwest, the Southwest, the Mid-Atlantic and Rhode Island.  Belo
owns 20 television stations, six of which are in the 15 largest
U.S. broadcast markets.  The company also owns or operates six
cable news stations and manages one television station through a
local marketing agreement.  Belo's daily newspapers are The Dallas
Morning News, The Providence Journal, The Press-Enterprise
(Riverside, CA) and the Denton Record-Chronicle (Denton, TX).  The
company also publishes specialty publications targeting young
adults, and the fast-growing Hispanic market, including Quick and
Al Dia in Dallas/Fort Worth, and El D and La Prensa in Riverside.
Belo operates more than 30 Web sites associated with its operating
companies.  Belo is a Fortune 1000 company with 7,000 employees
and approximately $1.6 billion in annual revenues.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Moody's Investors Service downgraded Belo Corp.'s senior unsecured
ratings to Ba1 from Baa3 and assigned the company a Ba1 Corporate
Family rating and Ba1 Probability of Default rating.

The downgrade reflects (1) Moody's expectation that Belo's free
cash flow-to-debt has limited scope for improvement due to revenue
pressure in the newspaper business and will remain below the 10%
level that was anticipated in the Baa3 rating; and (2) Moody's
belief that the company's reliance on a bank facility with a MAC
clause to fund the significant $350 million November 2008 note
maturity is a liquidity profile consistent with a speculative-
grade rating.


BUFFETS HOLDINGS: To Restructure Balance Sheet Under Chapter 11
---------------------------------------------------------------
Buffets Holdings Inc., and all of its subsidiaries, yesterday
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the District of Delaware.

The company said that it filed for bankruptcy in order to
restructure its balance sheet and strengthen its financial
performance.

All 626 restaurants in 39 states are open for business as usual,
and it is anticipated that management and staff will be paid as
usual and will continue to deliver the highest quality food,
service and value to the company's guests.  All group
reservations are being honored as usual and it is anticipated
that all other customer programs and policies, including those
pertaining to direct mail coupons and email coupons, Senior
Cards, Gift Cards and special promotions, will remain in effect.

The company intends to use the reorganization process to take
additional action to improve its customers' dining experience
and help drive revenue growth and enhanced profitability across
its restaurant brands.

Mike Andrews, Chief Executive Officer of Buffets Holdings,
said: "Our dedication to providing our guests with the highest
quality food and service remains as strong as ever.  We do not
anticipate any significant disruptions to our business during
the restructuring process.  We intend to pay our vendors
promptly for all goods and services provided after the Chapter 11
filing.  We expect that our 37,000 team members will continue
to receive their pay and benefits as usual and I know they will
continue to provide outstanding meals and service to our guests."

He continued, "We intend to use this reorganization process to
make the company stronger and more financially secure as we
continue to contend with the current challenging operating
environment.  This restructuring is driven primarily by the
need to reduce the amount of debt on our balance sheet.  We also
intend to take action to further enhance efficiency and
profitability across the organization.  This will include
performing a thorough review of all underperforming locations
over the next several months to determine if they can meet our
long-term objectives."

The company believes that a variety of external economic factors
led to a decline in recent operating performance.  The leading
factor has been a significant decline in discretionary spending
among its core customers.  Higher gasoline and energy costs,
increased debt service loads due to rate increases on adjustable
rate mortgages, lower consumer confidence and the general
economic downturn have been the greatest consumer strains.  The
disappearance of readily available credit has compounded their
burden, caused by the collapse of the sub-prime mortgage
market, stagnant home valuations, and lower available home
equity due to previous consumer refinancing efforts.
Additionally, the increases in labor costs due to increases in
minimum wage rates, food costs and energy expenses have
materially increased the company's costs.

                          DIP Financing

To fund its continuing operations during the restructuring,
Buffets Holdings has secured a $385 million debtor-in-
possession financing facility from several financial
institutions in its current bank group.  Subject to court
approval, the DIP credit facility, which includes $85 million
of new funding to supplement $300 million carried over from the
company's pre-petition credit facility, will be used to
enhance the company's liquidity during the reorganization
process.  The DIP facility will bear interest at the same
rate as the pre-petition credit facility did under the
forbearance agreement reached with the bank lenders several
weeks ago.  The remaining balance of the company's
$640 million pre-petition credit facility and the
$300 million 12.5% senior notes due Nov. 1, 2014 remain as
outstanding obligations.

                         First Day Motions

Buffets Holdings has filed several "First Day Motions" in the
Bankruptcy Court to support its employees, vendors, customers
and other stakeholders and to ensure that the company will
continue to provide a full range of food offerings in all of
its restaurants, meet its post-filing obligations to local and
national vendors, and honor its coupons, Senior Cards, Gift
Cards and other customer promotions.

Buffets Holdings' legal advisor is Young Conaway Stargatt &
Taylor, LLP.  The company's financial advisors are Houlihan
Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper LLC.

                      About Buffets Holdings

Headquartered in Eagan, Minn., Buffets Holdings Inc.
-- http://www.Buffet.com/-- is the parent company of Buffets
Inc., a steak-buffet restaurant company, which currently
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
Inc. employs approximately 37,000 team members and serves
approximately 200 million customers annually.


BUFFETS HOLDINGS: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Buffets Holdings, Inc.
             1460 Buffet Way
             Eagan, MN 55121

Bankruptcy Case No.: 08-10141

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Buffets, Inc. and Buffets Holdings, Inc.   08-10142

        HomeTown Buffet, Inc. and Buffets          08-10143
        Holdings, Inc.

        O.C.B. Restaurant Co., L.L.C. and          08-10144
        Buffets Holdings, Inc.

        O.C.B. Purchasing Co. and Buffets          08-10145
        Holdings, Inc.

        Buffets Leasing Co., L.L.C. and            08-10146
        Buffets Holdings, Inc.

        Ryan's Restaurant Group, Inc. and Buffets  08-10147
        Holdings, Inc.

        Buffets Franchise Holdings, L.L.C. and     08-10148
        Buffets Holdings, Inc.

        HomeTown Leasing Co., L.L.C. and Buffets   08-10149
        Holdings, Inc.

        Tahoe Joe's, Inc. and Buffets Holdings,    08-10150
        Inc.

        O.C.B. Leasing Co., L.L.C. and             08-10151
        Buffets Holdings, Inc.

        Big R Procurement Co., L.L.C. and Buffets  08-10152
        Holdings, Inc.

        Ryan's Restaurant Leasing Co., L.L.C. and  08-10153
        Buffets Holdings, Inc.

        Fire Mountain Restaurants, L.L.C. and      08-10154
        Buffets Holdings, Inc.

        Ryan's Restaurant Management Group, L.L.C. 08-10155
        and Buffets Holdings, Inc.

        Tahoe Joe's Leasing Co., L.L.C. and        08-10156
        Buffets Holdings, Inc.

        Fire Mountain Leasing Co., LLC and         08-10157
        Buffets Holdings, Inc.

        Fire Mountain Management Group, L.L.C.     08-10158
        and Buffets Holdings, Inc.

Type of Business: The Debtor is the parent company of Buffets
                  Inc., a steak-buffet restaurant company, 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 Inc. employs
                  approximately 37,000 team members and serves
                  approximately 200 million customers annually.
                  See http://www.Buffet.com/

Chapter 11 Petition Date: January 22, 2008

Court: Mary F. Walrath

Judge: District of Delaware (Delaware)

Debtors' Counsel: Joseph M. Barry, Esq.
                  Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor, L.L.P.
                  1000 West Street, 17th Floor,
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Consolidated Financial Condition as of September 19, 2007:

Total Assets: $963,538,000

Total Debts:  $1,156,262,000

Consolidated List of Debtors' 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank National Association notes                 $321,050,000
Association Corporate Trust
Services (indenture trustee as
of the petition date)
Attention: Timothy Sandell,
Vice-President
U.S. Bank National Association
Corporate Trust Services
60 Livingston Avenue
Tel: (651) 495-3959
Fax: (651) 495-8100

      --and--

H.S.B.C. Bank U.S.A.,
N.A. Corporate Trust & Loan
Agency (successor indenture
trustee effective February 7,
2008
Attention: Sandra E. Horwitz
10 East 40th Street, 14th
Floor
New York, NY 10016
Tel: (212) 525-1358
Fax: (212) 525-1366
Attention: Dennis J. Drebsky,
Esq.
Nixon Peabody, L.L.P.
437 Madison Avenue
New York, NY 10022
Tel: (212) 940-3091
Fax: (866) 678-8786

North Star Foodservice, Inc.   trade                 $8,697,888
Attention: Bill Murray
9399 West Higgins Road
Rosemont, IL 60018
Tel: (847) 720-8080
Fax: (847) 720-8099

W.B. Doner and Co.             advertising           $4,727,725
Attention: Craig Saladino
3325 West Figarden Drive
Fresno, CA 93711
Tel: (800) 248-8089
Fax: (559) 256-4600

Van Eerden Distribution Co.    trade                 $2,017,205
Attention: Dan Van Eerden
650 Iona Avenue, Southwest
P.O. Box 3110
Grand Rapids, MI 49501
Tel: (616) 475-7402
Fax: (616) 774-3973

BiRite Foods                   trade                 $1,987,306
Attention: Steve Berulich
123 South Hill Drive
Brisbane, CA 94005-1203

McDonald Wholesale Co.         trade                 $1,570,266
Attention: Jake VanderVeen
2350 West Broadway
Eugene, OR 97402
Tel: (541) 345-8421
     (ext.) 276
Fax: (541) 284-1645

Feesers, Inc.                  trade                 $1,415,517
Attention: Denny Layton
5561 Grayson Road
Harrisburg, PA 17111
Tel: (717) 564-4636
Fax: (717) 558-7450

Upper Lake Foods, Inc.         trade                 $1,261,656
Attention: Jim Bradshaw
801 Industry Avenue
Tel: (218) 879-7265
Fax: (218) 879-1406

Shamrock Foods Co.             trade                 $1,162,458
Attention: Jeff Peitzmeier
5199 Ivy Street
Commerce City, CO 80022
Tel: (800) 289-3595
     (ext.) 8293
Fax: (303) 288-5667

Sunrise Produce                trade                 $1,014,934
Attention: Paul Carone
P.O. Box 227220
Commerce, CA 90022
Tel: (323) 726-3838
Fax: (323) 582-5222

Piazza Produce                 trade                 $845,140
Attention: Pete Piazza
P.O. Box 68931
5941 West 82nd Street
Indianapolis, IN 46268-0931
Tel: (317) 872-0101
Fax: (317) 870-8784

Haag Food Service, Inc.        trade                 $735,460
Attention: Mike Strieker
300 North Haag Street
Breese, IL 62230-1758
Tel: (618) 526-3133
Fax: (618) 526-7596

Daylight Foods, Inc.           trade                 $717,434
Attention: Chris
Viahopouliotis
Daylight Produce
2970 Daylight Way
San Jose, CA 95111
Tel: (408) 284-7300
     (ext.) 105
Fax: (408) 284-7307

Sysco Food Service             trade                 $663,377
Attention: Debbie Martin
Sysco Corp.
20701 East Currier Road
Walnut, CA 91789
Tel: (909) 595-9595
Fax: (909) 594-0565

Thurston Foods, Inc.           trade                 $605,911
Attention: Kevin Brown
30 Thurston Drive
P.O. Box 744
Wallingford, CT 06492
Tel: (809) 982-1227
Fax: (203) 284-0712

Edward Don Co.                 trade                 $462,332
Attention: Gary Siegel
2500 South Harlem Avenue
North Riverside, IL 60546
Tel: (708) 883-8895
Fax: (708) 883-8230

Hartford Specialty/Specialty   services              $408,222
Risk Services, L.L.C.
Attention: Thomas R. Sullivan,
Sr., Vice-President
Goodwin Square, 16th Floor
690 Asylum Avenue
Hartford, CT 06103
Fax: (856) 547-5712

DiCarlo Distributors, Inc.     trade                 $370,565
Attention: Michael DiCarlo
630 North Ocean Avenue
Holtsville, NY 11742
Tel: (631) 758-6000
     (ext.) 131
Fax: (631) 758-6096

R.S.I. Construction Services   trade                 $339,082
999 Polaris Parkway, Suite 111
Columbus, OH 43240
Tel: (614) 885-9707
Fax: (614) 880-0150
SSS
Brown FoodService, Inc.        Trade                 $337,695
Attention: Wayne Brown
Louisa, KY 41230-0690
Tel: (606) 638-1139
Fax: (606) 638-1130

Renzi Brothers Inc.            Trade                 $326,857
Attention: David Renzi
948 Bradley Street
P.O. Box 23
Watertown, NY 13601
Tel: (315) 788-5610 ext. 105
Fax: (315) 788-9097

Yancey's Food Service Supplier Trade                 $311,579
Attention: Greg Yancey
5820 Piper Drive
Loveland, CO 80538
Tel: (970) 613-4333 ext. 306
Fax: (970) 613-4334

V. Marchese Inc.               Trade                 $296,937
Attention: Jack Wertz
613 South 2nd
Milwaukee, WI 53204
Tel: (800) 538-8838
Fax: (414) 289-0833

Bain & Company Inc.            Services              $279,072
P.O. Box 11321
Boston, MA 02211
Tel: (312) 541-9500
Fax: (312) 541-0089

Greenville County, South       Taxes                 $261,521
Carolina
P.O. Box 19114
Greenville, SC 29602-9114
Tel: (864) 467-5673
Fax: (864) 467-7358

EcoLab                         Trade                 $253,137
Attention: Troy Dahl
655 Lone Oak Drive, 2nd Floor
Eagan, MN 55121
Tel: (651) 204-2645
Fax: (651) 204-2602

Phoenix Wholesale Food Service Trade                 $240,244

Impact Group                   Trade                 $228,856

G.E. Capital Solutions         Lease                 $225,123

Waynetown Associates           Lease                 $208,403

T&T Produce                    Trade                 $207,846

Blue Cross Blue Shield SC      Services              $205,899

J. Ambrogi Foods               Trade                 $189,592

Bix Produce                    Trade                 $185,594

Sirna & Sons Mainline Produce  Trade                 $183,989

Service Management Group       Trade                 $173,218

OK Produce                     Trade                 $157,520

Blue Cross Blue Shield         Services              $146,755
Minnesota

Mento Produce                  Trade                 $138,340


BUFFETS INC: S&P Changes Rating to 'D' on Parent's Bankruptcy
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating on Buffets
Inc.'s $640 million first-lien senior secured credit facility
based on the voluntary filing for reorganization under Chapter 11
of the U.S. Bankruptcy Code by the company's parent, Buffets
Holdings Inc.  S&P lowered the rating on the facility to 'D' (the
same as the corporate credit rating on Buffets Inc.) from 'CC',
and revised the recovery rating to '3', indicating S&P's
expectation that the senior secured lenders can expect meaningful
recovery (50-70%) in the reorganization process, from '2'.

"The lower recovery rating reflects our belief that the
reorganized enterprise value will be lower than previously
anticipated as EBITDA has fallen precipitously in the past year,"
explained Standard & Poor's credit analyst Charles Pinson-Rose.

Conceivably, the company could improve EBITDA by closing poorly
performing stores, but continued traffic declines and cost
pressures would likely strain operating margins and minimize any
effects from a store base rationalization.

S&P maintains the emergence total enterprise value multiple of
4.0x and that administrative claims will account for 5% of the
reorganized entity's value.


CABELA CREDIT: Moody's Puts Ba2 Rating on Class D Notes
-------------------------------------------------------
Moody's Investors Service assigned definitive 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

  -- $202,650,000 Class A-1 Fixed Rate Asset-Backed Notes,
     Series 2008-I, rated Aaa

  -- $229,850,000 Class A-2 Floating Rate Asset-Backed Notes,
     Series 2008-I, rated Aaa

  -- $29,000,000 Class B-1 Fixed Rate Asset-Backed Notes,
     Series 2008-I, rated A2

  -- $6,000,000 Class B-2 Floating Rate Asset-Backed Notes,
     Series 2008-I, rated A2

  -- $21,250,000 Class C-2 Floating Rate Asset-Backed Notes,
     Series 2008-I, rated Baa2

  -- $11,250,000 Class D Floating Rate Asset-Backed, Series
     2008-I, rated 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.

                          The Company

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.


CENTRIX FINANCIAL: Judge Brown Approves Disclosure Statement
------------------------------------------------------------
The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court for
the District of Colorado approved Centrix Financial LLC and its
debtor-affiliates' Disclosure Statement describing their Chapter
11 Plan of Reorganization.

The plan, in summary, proposes that the liabilities and properties
of Debtors' estates be substantively consolidated.  Among other
things:

   (i) all Debtors' Chapter 11 cases shall be consolidated into
       the case of Centrix Financial LLC as a single consolidated
       case;

  (ii) all property of the estate of each Debtor shall become
       property of the estate of Centrix Financial LLC; and

(iii) all claims against each Debtor shall become claims against
       Centrix Financial LLC.

The plan contemplates the liquidation of all estate assets.
Unless a creditor agrees to a different treatment, all allowed
administrative claims, priority tax claims, and other priority
claims will be paid in full on the effective date of the plan.

Secured tax claims and other secured claims will be paid to the
extent of the value of the claim holder's interest in the property
subject to the lien, or as otherwise determined by the Court.

Unsecured claims will be paid from proceeds of litigation and the
monetization of other estate assets.  Equity will be canceled, and
the members or shareholders will receive no property or
distributions under the plan.

The plan creates a liquidating trust, of which all assets of the
Debtors will be transferred to, on the effective date.  The
trustee of the liquidating trust will be responsible for the
payment of all claims, the pursuit of all claim objections, and
the collection of any remaining assets.

The trustee will be also be subject to the oversight of a
beneficiary committee, which consists of members of the Official
Committee of Unsecured Creditors who wish to serve.  The
Beneficiary Committee will have the powers listed in the plan, as
well as any other powers necessary to carry out the powers
enumerated in the plan.

The Court reminds that all holders of all claims against the
Debtors must submit ballots accepting or rejecting the Plan on
March 4, 2008, at 5:00 p.m., to the:

      Balloting Agent
      Kurtzman, Carson Consultants LLC
      Attn: Travis Vandell
      2335 Alaska Avenue
      El Segundo, CA 90245

                     About Centrix Financial

Based in Reno, Nevada, Centrix Financial LLC provides subprime
auto loans.  Centrix and its affiliates filed separate Chapter 11
petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead Case No. 06-
50631).  CMGN LLC, one of the affiliates, filed its Chapter 11
petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, had filed
involuntary chapter 11 petition against the Debtors on Sept. 15,
2006 (Bankr. Dist. Colo. Case No. 06-16403).  The Creditors assert
they are owed more than $4.6 million.  Lee M. Kutner, Esq., at
Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law
LLC, represent the creditor petitioners.  The Debtors' cases has
been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist.
Colo. Lead Case No. 06-16403).

Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors.  The Official Committee of Unsecured
Creditors is represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP.

Kurtzman Carson Consultants LLC is the Debtors' claims agent.  In
schedules filed with the Court, Centrix Financial disclosed total
assets of $23,928,171 and total debts of $109,189,359.


CENTRIX FINANCIAL: Plan Confirmation Hearing Set for March 14
-------------------------------------------------------------
The Honorable Elizabeth E. Brown of the U.S. Bankruptcy Court for
the District of Colorado set a hearing on March 14, 2008, at 9:30
a.m., to consider confirmation of Centrix Financial LLC and its
debtor-affiliates' Chapter 11 Plan of Reorganization.

Based in Reno, Nevada, Centrix Financial LLC provides subprime
auto loans.  Centrix and its affiliates filed separate Chapter 11
petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead Case No. 06-
50631).  CMGN LLC, one of the affiliates, filed its Chapter 11
petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, had filed
involuntary chapter 11 petition against the Debtors on Sept. 15,
2006 (Bankr. Dist. Colo. Case No. 06-16403).  The Creditors assert
they are owed more than $4.6 million.  Lee M. Kutner, Esq., at
Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law
LLC, represent the creditor petitioners.  The Debtors' cases has
been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist.
Colo. Lead Case No. 06-16403).

Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors.  The Official Committee of Unsecured
Creditors is represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP.

Kurtzman Carson Consultants LLC is the Debtors' claims agent.  In
schedules filed with the Court, Centrix Financial disclosed total
assets of $23,928,171 and total debts of $109,189,359.


CHARTERHOUSE BOISE: IRS Wants Assets Liquidated to Pay Tax Bills
----------------------------------------------------------------
The Internal Revenue Service, through the U.S. Attorney's Office
in Boise, has asked the U.S. Bankruptcy Court for the District of
Idaho to end Charterhouse Boise Downtown Properties LLC's chapter
11 protection and instead liquidate assets, Joe Estrella of the
Idaho statesman reports.

According to Mr. Estrella, the IRS claims that the Debtor has
failed to:

    * make quarterly deposits of money withheld from employees to
      cover income taxes;

    * deliver the money withheld from employees for unemployment
      insurance taxes; and

    * file quarterly returns for six consecutive quarters.

Mr. Estrella adds that founder Gary Rogers declined to comment on
the matter.

Based in Boise, Idaho, Charterhouse Boise Downtown Properties LLC
develops real estate.  The company filed for Chapter 11 protection
on Aug. 1, 2007 (Bankr. D. Idaho Case No. 07-01199).  Thomas James
Angstman, Esq. at Angstman, Johnson & Associates, represents the
Debtor in its restructuring efforts.  The Debtor also chose John
E. Woodbery, Esq., at Woodbery Law Group, P.S., as its local
counsel.  The Debtor's schedules of assets and liabilities showed
total assets of $10,735,293, and $12,369,052 in total debts.


CIENA CORP: Plans to Increase Authorized Common Shares by 150 Mil.
------------------------------------------------------------------
Ciena Corporation is seeking shareholder approval of its proposal
to increase its number of authorized shares of common stock from
140 million to 290 million, the company disclosed in a regulatory
filing with the Securities and Exchange Commission.

Ciena's shareholders will be having its annual meeting on
March 26, 2008, at the Baltimore Marriott Waterfront Hotel in
Baltimore, Maryland.

The common stock increase is one of the four proposals the
company's Board of Directors has presented for votation at the
shareholders' meeting.

The proposal includes a corresponding increase in the number of
shares of authorized capital stock from 160 million to
310 million shares.

Ciena noted that it is not proposing an increase in the number
of authorized shares of preferred stock.

As of Dec. 31, 2007, there were 87,027,070 shares of Ciena common
stock outstanding.  In addition, as of that date:

   (i) options to purchase 6,091,593 shares were outstanding
       under the company's equity compensation plans; and

  (ii) stock awards, including restricted stock units, performance
       stock units and performance accelerated restricted stock
       units, representing 1,881,221 shares were outstanding
       under the company's equity compensation plans.

The company's board grants stock options, stock awards, and other
forms of equity-based compensation only under Ciena's 2000 Plan.
As of Dec. 31, 2007, there were 2,683,428 shares available for
future grant under this plan, excluding the effect of the
evergreen provision.

Under the terms of the evergreen provision, the number of shares
authorized for issuance under the 2000 Plan will increase by 5.0%
of the number of Ciena shares issued and outstanding on January 1
of each year, unless reduced.

No additional shares have been added to the Plan since Jan. 1,
2004.

At Dec. 31, 2007, Ciena's Employee Stock Purchase Plan had
3,571,428 shares of common stock available for purchase.  Under
the ESPP, the number of shares available will increase by up to
571,428 shares on December 31 of each year, provided that the
total number of shares available under the ESPP at any time may
not exceed 3,571,428 shares.  Pursuant to this evergreen
provision, the maximum number of shares that may be added to the
ESPP during the remainder of its ten-year term is 2,857,140.

As of Dec. 31, 2007, Ciena also had 21,439,976 shares, in the
aggregate, reserved for issuance upon conversion of its three
outstanding issues of convertible debt and 344 shares underlying
outstanding warrants.  Thus, at Dec. 31, 2007, there were
38,525,130 shares reserved for issuance.

The company's board believes that the increase is advisable in
light of the significant growth of Ciena's business in recent
years.

According to the board, having the additional shares authorized
and available for issuance will in the future permit greater
flexibility in considering actions that may be desirable or
necessary to accommodate the company's business plan.

                         About Ciena Corp.

Headquartered in Linthicum, Maryland, Ciena Corporation
provides network solutions to telecommunications service
providers.  The company had revenues of approximately
$780 million for fiscal 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service changed Ciena Corp.'s ratings outlook to
stable from negative and affirmed the company's B2 corporate
family rating.  Additionally, Moody's affirmed the company's B2
senior unsecured rating for the company's $542 million 3.75%
convertible debt due February 2008.  The change in outlook
reflects the company's improved operating performance and cash
generation capabilities as well as the improved positioning of the
company's product portfolio enabling the company to compete in
current optical networking markets.


COMPLETE VITAL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Complete Vital Care, Inc.
        P.O. Box 2264
        Natchitoches, LA 71457

Bankruptcy Case No.: 08-80075

Type of Business: The Debtor manufactures medical equipment.

Chapter 11 Petition Date: January 21, 2008

Court: Western District of Louisiana (Alexandria)

Debtor's Counsel: Bradley L. Drell, Esq.
                  Gold, Weems, Bruser, Sues & Rundell
                  P.O. Box 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471

Total Assets: $5,138,926

Total Debts:  $2,309,448

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Louisiana Medicaid             $1,000,000
P.O. Box 3396
Baton Rouge, LA 70821

U.S.A./I.R.S.                  $170,000
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-032

I.R.S.                         $77,806
3007 Knight, Suite 100
Shreveport, LA 71105

Lifeshare Blood                $77,494

Gulf South                     $77,208

Invacare                       $57,074

F.F.F.                         $53,028

Louisiana Departement of       $40,000
Revenue

Rapides Parish Sales & Use Tax $40,000

Cardinal Health Medical        $22,778
Products

American Express               $22,766

Novis Pharmacuticals           $20,267

Medica Spec                    $17,986

Natchitoches Par. Sheriffs     $17,464
Tax Collector

Caddo Tax Comm                 $12,000

Smiths                         $11,057

U.S. Med                       $10,298

Johnson, Thomas & Cunningham   $10,000

Chevron & Texco Card           $8,653


COUNTRYWIDE FINANCIAL: Grants Retention Awards to 5 Executives
--------------------------------------------------------------
In connection with its recent signing of a merger agreement with
Bank of America Corporation, Countrywide Financial Corp. approved
the grant of certain retention awards to Eric P. Sieracki, David
Sambol, Ranjit M. Kripalani and Carlos M. Garcia, who, along with
Angelo R. Mozilo, currently consist of Countrywide's named
executive officers.

Messrs. Sieracki, Sambol, Kripalani and Garcia will be awarded:

   (a) retention incentive payments in respect of their annual
       bonus awards for Countrywide's 2007 fiscal year payable
       on March 15, 2008, subject to the executive officer's
       continued employment with Countrywide through such date;
       and

   (b) cash-settled restricted stock units, which will be granted
       on Feb. 1, 2008.  These RSUs will vest as to 50% of the
       units granted on Feb. 1, 2009, and 25% of the units granted
       on each of Feb. 1, 2010 and Feb. 1, 2011, and will
       otherwise have terms that are consistent with the cash-
       settled restricted stock units granted by Countrywide to
       certain employees in November 2007 under a previously
       approved retention program, including, among others,
       accelerated vesting in full on a change of control of
       Countrywide.

The retention incentive payments and RSUs to be awarded or
granted, as applicable, to each of the executive officers are:

                           Retention
                           Incentive
   Name                    Payments              RSUs
   ----                    ---------             ----
   Eric P. Sieracki        $1,500,000          148,945
   David Sambol            $1,935,000          335,126
   Ranjit M. Kripalani     $2,500,000          111,709
   Carlos M. Garcia        $1,450,000          148,945

For purposes of calculating severance benefits under Mr.
Sambol's employment agreement with Countrywide and, with
respect to Messrs. Sieracki, Kripalani and Garcia, under
Countrywide's Amended and Restated Change in Control Severance
Plan, the retention incentive payments will be considered the
"bonus and/or incentive award" with respect to Countrywide's
2007 fiscal year.

                         BofA Deal

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Countrywide signed a definitive agreement dated as of Jan. 11,
2008, 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 of
2008 and to be neutral to Bank of America earnings per share
in 2008 and accretive in 2009, excluding merger and
restructuring costs.

The Merger Agreement contains certain termination rights for
Countrywide and Bank of America, as the case may be, applicable
upon:

   -- final, non-appealable denial of required regulatory
      approvals;

   -- the first anniversary of the date of the Merger Agreement
      if the Merger has not been completed by that time;

   -- a breach by the other party that is not or cannot be cured
      within 30 days' notice of such breach if such breach
      would result in a failure of the conditions to closing
      stated in the Merger Agreement;

   -- a failure by the Board of Directors of Countrywide to
      recommend the Merger to its stockholders or a breach by
      Countrywide of its obligations in any material respect
      regarding any alternative business combination proposals;
      and,

   -- if after the Countrywide stockholders have voted to not
      approve the Merger, the other party has engaged in a bad
      faith breach of its obligation to use reasonable best
      efforts to negotiate a restructuring of the transaction
      and to resubmit the transaction to Countrywide's
      stockholders for approval.

In addition, the Merger Agreement provides that, in connection
with the termination of the Merger Agreement under specified
circumstances, Countrywide may be required to pay Bank of
America a termination fee equal to $160 million.

                        Equity Investment

As reported in the Troubled Company Reporter on Aug. 24, 2007,
Countrywide entered into an investment agreement with Bank of
America, N.A., a subsidiary of Bank of America, and certain
ancillary agreements pursuant to which, among other things,
Countrywide issued and sold to Bank of America, N.A. 20,000
shares of a new series of convertible preferred stock of
Countrywide, 7.25% Series B Non-Voting Convertible Preferred
Stock, par value $0.05 per share, for an aggregate purchase
price of $2,000,000,000.

                    Amendment to Amended and
                    Restated Rights Agreement

As reported yesterday in the Troubled Company Reporter, in
connection with entering into the Merger Agreement,
Countrywide entered into a fourth amendment to its Amended and
Restated Rights Agreement, dated as of Jan. 11, 2008, with
American Stock Transfer & Trust Company.

The Fourth Amendment, among other things, provides that the
issuance of rights under the Rights Agreement will not be
triggered as a result of the transactions contemplated by the
Merger Agreement and that the approval, execution and delivery
of the Merger Agreement, the consummation of the Merger, or the
consummation of any other transactions contemplated by the
Merger Agreement, will not be considered for purposes of
determining whether Bank of America or any of its affiliates is
an "Acquiring Person" pursuant to the Rights Agreement.

                      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.


DALE AUSHERMAN: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Dale Ernest Ausherman
        4355 Nicklaus Court
        Middletown, MD 21769

Bankruptcy Case No.: 08-10814

Chapter 11 Petition Date: January 18, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Stephen K. Carper, Esq.
                  Clapp and Carper LLC
                  One West Church Street
                  2nd Floor
                  Frederick, MD 21701
                  Tel: (301) 694-9700
                  Fax: (301) 694-5057

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Susquehanna Bank                                     $8,096,472
100 West Road
Towson, MD 21204

Sandy Spring Bank                                    $5,517,022
9112 Guilford Road
Columbia, MD 21046

BB&T Bank                                            $5,390,711
Market Street
Frederick, MD 21701

Centra Bank                                          $4,408,903
300 Foxcroft Avenue                        Collateral: $572,947
Martinsburg, WV 25401                     Unsecured: $3,912,456

Beach First                                          $3,530,424
3751 Grisson Parkway
Myrtle Beach, SC 29577

Lexon Insurance Co.                                  $1,924,683
1919 South Highland Avenue, Building A
Suite 300
Lombard, IL 60148-4979

BB&T Bank                                            $1,791,092
P.O. Box 580002
Charlotte, NC 28258

Berkeley County                                      $1,546,960
400 West Stephen Street
Martinsburg, WV 25401

NVR, Inc.                                            $1,200,000
12600 Fair Lakes Circle, Suite 210
Fairfax, VA 22033

National Bank of South Carolina                        $900,068
780 Main Street
North Myrtle Beach, SC 29597

Woodsboro Bank                                         $847,000
P.O. Box 36
Woodsboro, MD 21798

DMRP                                                   $500,000
365 West Patrick Street
Frederick, MD 21701

NBRS Financial Bank                                    $417,000
6 Pearl Street
Rising Sun, MD 21911

Washington County                                      $377,723
West Washington Street
Hagerstown, MD 21740


DELTA FINANCIAL: Court Okays AlixPartners LLP as Claims Agent
-------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ AlixPartners LLP, as claims, balloting, noticing and
administrative agent, nunc pro tunc to Dec. 17, 2007.

Hugh Miller, chief executive officer of Delta Financial
Corporation, relates the creditor matrices in the Debtors' cases
aggregate over 3,500 parties to whom certain notices must be sent.
He avers that the extremely large number of creditors and parties
in interest will undoubtedly impose heavy administrative and other
burdens on the Court and the Bankruptcy Clerk.

In addition, the Debtors will need assistance in managing and
addressing the myriad of administrative issues that will likely
arise in the cases.  To relieve and assist with these burdens, the
Debtors request the appointment of the firm as claims, balloting,
noticing and administrative agent in the Chapter 11 cases.

AlixPartners is expected to:

   (a) assist with developing the complete notice database
       system to inform all potential creditors as to the
       filing of the case and the bar date notice;

   (b) process and mail all notices including the initial
       bankruptcy notices and bar date notice;

   (c) receive and process all proofs of claim and maintain the
       claims register;

   (d) track all claims transfers and update ownership of
       claims in the claims register accordingly;

   (e) provide both the Debtors and their counsel access to the
       claims database system;

   (f) provide all voting ballots to necessary parties,
       quantify the ballot results and provide a final report
       to the Court;

   (g) be available for testimony regarding various matters as
       required;

   (h) prepare the creditors' matrix listing all potential
       creditors;

   (i) file monthly claims registers with the Court; and

   (j) assist with other matters as may be requested that fall
       within the firm's expertise and that are mutually
       agreeable.

Accordingly, the Debtors ask the Bankruptcy Clerk to turn over
all filed claims directly to AlixPartners.

The Debtors and the AlixPartners agree, among other things, that:

   (1) the firm will not consider itself employed by the United
       States government and will not seek any compensation
       from the United States government in its capacity as
       administrative agent in the Chapter 11 cases;

   (2) the firm will not be an agent of the United States and
       will not act on behalf of the United States; and

   (3) the firm will not employ any past or present employees
       of the Debtors in connection with its work as the claims
       and noticing agent in the Chapter 11 cases.

AlixPartners will be paid on an hourly basis in accordance with
its discounted hourly rates:

       Professional           Rate
       ------------           ----
       Managing Directors     $450
       Directors              $355
       Vice Presidents        $320
       Associates             $245
       Analysts               $185
       Paraprofessionals      $105

Mr. Miller discloses that in the year prior to the Petition Date,
the firm has been paid a total of $25,000, well as a $10,000
prepetition retainer from the Debtors for services rendered and to
be rendered in connection with these cases.  There are no amounts
owed to the Firm as of the Petition Date, according to Mr. Miller.

Todd B. Brents, a managing director at AlixPartners, discloses,
among others, that:

    -- three private equity funds sponsored by Hellman &
       Friedman, LLC, acquired indirectly through H&F Astro
       LLC, a controlling stake in AlixPartners, LLC, as of
       Oct. 12, 2006; no material nonpublic information about
       the Debtors has been furnished by AlixPartners to H&F;

    -- Angelo Gordon, a lienholder of the Debtors, was a
       creditor, bondholder and lender to current and former
       AlixPartners and AP Services, LLP, clients in matters
       unrelated to the Debtors;

    -- AT&T Corp., a creditor of the Debtors, was a creditor,
       executory contract counterparty, vendor, lender and
       shareholder to current and former AlixPartners' and APS'
       clients in matters unrelated to the Debtors;

    -- Bank of America, an executory contract counterparty of
       the Debtors, is a current and former client of
       AlixPartners, well as a professional, executory contract
       counterparty, creditor and lender to current and former
       AlixPartners and APS clients in matters unrelated to the
       Debtors; and

    -- Deutsche Bank, a lienholder of the Debtors, is
       affiliated with entities that are shareholders, lenders,
       adverse parties, indenture trustees, creditors, limited
       partners and professionals to current and former
       AlixPartners' and APS' clients in matters unrelated to
       the Debtors; Deutsche Bank is a current AlixPartners
       client in matters unrelated to the Debtors; and Deutsche
       Bank provides banking services to AlixPartners.

Mr. Brents assures the Court that AlixPartners does not:

   (a) represent any interest adverse to the Debtors or the
       estates;

   (b) have any connection with the Debtors, creditors, any
       other party in interest, their respective attorneys and
       accountants, the United States Trustee, or any person
       employed in the Office of the United States Trustee; or

   (c) employ any person that is related to a judge of the
       Delaware Bankruptcy Court or the United States Trustee
       for the District of Delaware.

In addition, to the best of the Debtors' knowledge, the firm is a
"disinterested person" under the Bankruptcy Code.

                      About Delta Financial

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

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

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Has Until March 18 to File Schedules
-----------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
extend until March 18, 2008, their deadline to file schedules of
assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs.

Because the Debtors filed the creditor list on the Petition Date
and have more than 200 creditors, Bankruptcy Rule 1007(c) and
Local Rule 1007-l(b) require the Debtors to file their Schedules
and Statements within 30 days after their bankruptcy filing.

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

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

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

                      About Delta Financial

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

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

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


E-POCH PROPERTIES: Case Summary & Three Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: E-Poch Properties, L.L.C.
        1455 East 185th Street
        Cleveland, OH 44110

Bankruptcy Case No.: 08-10420

Chapter 11 Petition Date: January 21, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Scott H. Scharf, Esq.
                  30100 Chagrin Boulevard, Suite 250
                  Cleveland, OH 44124
                  Tel: (216) 514-2225
                  Fax: (216) 514-3142

Total Assets: $7,908,000

Total Debts:  $6,218,278

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Securitas Security Services,   Security Services/    $78,692
U.S.A., Inc.                   Judgment
4330 Park Terrace Drive
Westlake Village, CA 90361

Illuminating Co.               Utility Services      $25,501
P.O. Box 3638
Akron, OH 44309

Dominion East Ohio             Utility Services      $9,165
P.O. Box 26785
Richmond, VA 23261


ENESCO GROUP: Amended Plan Confirmation Hearing Moved to Jan. 30
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois continued the hearing to Jan. 30, 2008, at 10:00 a.m. to
consider confirmation of Enesco Group, Inc. and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The Court previously set Nov. 28, 2007, to consider confirmation
of the Debtors' Second Amended Liquidation Plan.

The Debtors related that the Plan proposes to liquidate the
remaining assets of the Debtors and distribute the proceeds to the
holders of the allowed claims.  The principal source of the
distributions will be:

   a) cash on hand as of the effective date of the Plan;

   b) proceeds from the Debtors' lender settlement;

   c) proceeds and tax refunds arising out of the resolution of
      the Hong Kong Tax Dispute;

   d) proceeds from the Contingency Litigation Agreement; and

   e) Litigation Trust Proceeds.

           Summary Treatment of Claims Under The Plan

The Plan proposes that all holders of allowed administrative
claims, allowed priority claims, other than the Internal Revenue
Service, and the allowed non-tax priority claims will have their
allowed claims paid in full on or about the effective date of the
plan from the proceeds of the Lender Settlement.

In addition, within 60 days of the effective date, general
unsecured creditors will receive their pro-rate share of $480,000
from the proceeds of the Lender Settlement.  The Debtors say that
general unsecured creditors are expected to receive 27% of their
claims.  Unsecured creditors will further be entitled to receive
additional future distribution.

Within the same time frame, the Internal Revenue Service will
receive $650,000 from the proceeds of the Lender Settlement and
will be entitled to receive additional future distribution.

Additional contributions, the Debtors say, are however, contingent
on future recoveries by the Debtors and are not guaranteed.  The
Contingency Litigation Trust, the Debtors add, are also not
guaranteed.

        Summary Creditor Treatment if Plan is Not Confirmed

The Debtors tell the Court that if the Plan is not confirmed, then
they are not substantively consolidated for purposes of the Plan
or their cases are converted to ones under Chapter 7 of the
Bankruptcy Code.

At the conclusion of the Chapter 7 cases, administrative claims
will still be paid in full.  However, tax priority claims holders
will only receive 4.9% of their claims.  General Unsecured
Creditors on the other hand, will receive nothing.

The Debtors reveal that the primary reasons for the significantly
smaller distributions under this scenario are:

   1) the proceeds and other benefits from the:

      -- Lender Settlement;
      -- the Contingency Litigation Agreement; and
      -- the resolution of the Hong Kong Tax Dispute,

      will be substantially compromised or lost, resulting in a
      significantly smaller recovery by the Debtors' estates; and

   2) there will be additional administrative costs if the
      Plan is not confirmed.

                       About Enesco Group

Based in Itasca, Illinois, Enesco Group, Inc. --
http://www.enesco.com/-- is a producer of giftware, and home
and garden decor products.  Enesco's product lines include some
of the world's most recognizable brands, including Disney,
Heartwood Creek, Nickelodeon, Cherished Teddies, Lilliput Lane,
Border Fine Arts, among others.

Enesco distributes products to a wide array of specialty gift
retailers, home decor boutiques and direct mail retailers, as
well as mass-market chains.  The company serves markets
operating in Europe, particularly in the United Kingdom and
France, as well in the Asia Pacific in Australia and Hong Kong.
The company also has Latin-American operations in Mexico.

Enesco Group and its two affiliates, Enesco International Ltd.
and Gregg Manufacturing, Inc., filed for chapter 11 protection
on Jan. 12, 2007 (Bankr. N.D. Ill. Lead Case No. 07-00565).
Shaw Gussis Fishman Glantz Wolfson & Tow and Skadden, Arps,
Slate, Meagher & Flom LLP, represent the Debtors.  Epiq Bankruptcy
Solutions, LLC, acts as the Debtors' claims and noticing agent.
Adelman & Gettleman Ltd. represents the Official Committee of
Unsecured Creditors as bankruptcy counsel.  In schedules of assets
and debts filed with the Court, Enesco disclosed total assets of
$61,879,068 and total debts of $231,510,180.


ENRON CORP: Court OKs Investors Receiving $7.2 Bil. Final Payout
----------------------------------------------------------------
The Honorable Melinda Harmon of the U.S. District Court for the
Southern District of Texas has approved a notice which officially
states that Enron Corp. shareholders will receive about the
$7,200,000,000 settlement fund, or an average of $6.79 per share
for their common stock, the Associated Press reports.

The mailing also notifies those who owned preferred stock that
they will receive $168.50 per share.

The compensation fund was obtained from settlements of various
class action lawsuits against certain banks which Enron
shareholders allege were aiding and abetting a fraud.

About 1,500,000 Enron investors who bought shares or bonds
between September 1997 and December 2001 are involved in the
lawsuit.  The lawsuit has become known as the Newby case after
shareholder Mark Newby.

Investors paid up to $90 per share for a stake at Enron, but
which was revealed to be "a financial house of cards kept upright
by a string of complex accounting frauds," according to
Independent News and Media Ltd.

Independent News also relates that, this week, the Enron
investors have been receiving letters detailing the compensation
fund and notifying them of a Feb. 29, 2008 court hearing that
will settle the distribution and rule on whether the lawyers
involved can take a 10% cut.

The paper further says that some plaintiffs still hope that the
settlement fund could be raised further, since some banks have
refused to pay into it; however, a Supreme Court ruling this week
limited the scope for shareholder lawsuits against the business
partners of fraudulent companies.

                        About Enron Corp.

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

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

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

(Enron Bankruptcy News, Issue No. 201; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: FERC Okays $18 Mil. Settlement with Snohomish County
----------------------------------------------------------------
Resolving the last of the remaining claims against Debtor Enron
Corp. stemming from the 2000-2001 California energy crisis, the
Federal Energy Regulatory Commission has approved the settlement
agreement between Enron and Public Utility District No. 1 of
Snohomish County, Washington, the Energy Legal Blog reports.

Under the Settlement, which was already approved by the U.S.
Bankruptcy Court for the Southern District of New York, Snohomish
will pay Enron $18,000,000 out of the $180,000,000 that Snohomish
allegedly owes Enron in termination fees arising from Snohomish's
cancellation of contracts entered into with Enron during 2001.

FERC's approval of the Settlement puts an end to litigation
between the parties and dismisses Enron from various California
refund proceedings.

                        About Enron Corp.

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

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

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

(Enron Bankruptcy News, Issue No. 201; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Wants $25 Mil. Deutsche Bank Settlement Approved
------------------------------------------------------------
Enron Creditors Recovery Corporation, formerly known as Enron
Corporation, and its affiliated reorganized debtor entities
obtained approval from the U.S. Bankruptcy Court for the Southern
District of New York for its settlement agreement with Deutsche
Bank AG, Deutsche Bank Trust Companies Americas, Deutsche Bank
Securities, Inc., et al., dated Dec. 17, 2007.

William J. McSherry, Jr., Esq., at Crowell & Moring LLP, in New
York, relates that in 2003, Enron commenced an action against a
number of financial institutions, alleging their significant
involvement in certain fraudulent accounting activities that led
to Enron's  collapse.

Pursuant to the Deutsche Bank Settlement, the Deutsche Bank
Entities will pay $25,000,000 to resolve pending disputes among
the parties.  With respect to the Settlement Amount, $648,919
will be allocated to the settlement of the Commercial Paper
Action.  Substantial Deutsche Bank claims against the Enron
estate are compromised, withdrawn, or subordinated.

In addition, the Deutsche Bank Entities' interest in certain
structured finance entities are canceled or conveyed to Enron in
return for $35,350,000 in cash, allowing it to liquidate and
dissolve those entities, and distribute the remaining value to
their creditors.

According to Mr. McSherry, the Deutsche Bank Entities denied all
allegations of wrongdoing made by Enron, and maintained that they
have meritorious defenses and counterclaims.  However, they
conceded to a compromise with the Debtors in order to mitigate
litigation expenses.

The Deutsche Bank Settlement further provides that:

   (a) upon the receipt of the Structure Settlements, the
       Deutsche Bank Entities will cancel or transfer all rights
       concerning ECTIP, Maliseet or Wiltshire to the Enron
       Structures Entities;

   (b) the Deutsche Bank Debtor Claims and Acquired Claims will
       be deemed as allowed, and entitled to all distributions
       pursuant to the Plan;

   (c) all claims that Enron may have against the Deutsche Bank
       Entities, with respect to the MegaClaim Litigation, will
       be deemed satisfied, and the Deutsche Bank Entities will
       be dismissed as defendants, with prejudice; and

   (d) the settling parties exchange mutual releases from all
       claims and causes of action arising from the MegaClaim
       Litigation and its related issues.

Mr. McSherry states that the Deutsche Bank Settlement represents
a significant benefit to Enron, as it resolves pending
litigation, settles multiple claims, and brings cash into Enron's
estates.

A full-text copy of the Deutsche Bank Settlement is available for
free at http://researcharchives.com/t/s?273e

                        About Enron Corp.

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

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

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

(Enron Bankruptcy News, Issue No. 201; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENSEMBLE CHIMES: Auction for Assets Scheduled Today in California
-----------------------------------------------------------------
An auction for the assets of Ensemble Chimes Global is set for
today, Jan. 23, 2008, with the U.S. Bankruptcy Court for the
Central District of California, Katharine Grayson of the Business
Journal in St. Paul, Minneapolis reports.

Founder Barry Olson, who left the company before it was sold to
Axium International Inc., has partnered with Vedior North America
as and offered $7.5 million for the company, the report adds.  Mr.
Olson also offered to assume all of Ensemble Chimes' contracts,
the report relates citing papers filed with the Court.

Rochelle of Bloomberg New reports that creditor Allegis Group Inc.
is suspicious of the hurried sale of assets citing the lack of
time to market the assets.

                     About Axium International


Headquartered in Los Angeles, California, Ensemble Chimes Global -
- http://www.teamecg.com/-- is a wholly-owned subsidiary of Axium
International.  The company is a labor management services
provider whose services range from workforce acquisition to
payroll, from risk mitigation to billing and invoicing.  The
company filed for protection under Chapter 7 of the Bankruptcy
Code on Jan. 9, 2008 Bankr. C.D. Calif. Case No. 08-10376).

Axium International Inc. -- http://www.axium.com/-- provides
payroll solutions for production.  It offers various financial
services and technology for the entertainment industry through
Axium Global and Axium Global Workforce.  It serves companies
ranging from mid-market to Fortune 500.  Axium International has
offices in Los Angeles, New York, Burbank, Hollywood, Las Vegas,
Toronto, Vancouver and London.  The company filed for protection
under Chapter 7 of the Bankruptcy Code on Jan. 8, 2008 (Bankr.
C.D. Calif. Case No. 08-10277).  Howard M. Ehrenberg, a partner at
SulmeyerKupetz, has been appointed as Chapter 7 Trustee.


FEDERAL-MOGUL: 75 Chapter 11 Cases Dismissed Effective December 27
------------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that bankruptcy cases of 75
Non-Plan Debtors were dismissed on Dec. 27, 2007, without
prejudice:

   * AE Dayton Services Limited
   * AE Group Machines Limited
   * AE Holdings Limited
   * AE International Limited
   * AE Limited
   * AE Sales (Africa) Limited
   * Amber Supervision Limited
   * Associated Engineering Group Limited
   * Awncast Limited, Bearings (North-Western) Limited
   * Colvan Rubber Co. Limited
   * Contact 100 Limited
   * Cosmid Limited
   * Cranhold Limited
   * Dealings Limited
   * Dumplington Services Limited
   * E W Engineering Limited
   * Engineering Components Limited
   * Federal-Mogul Acquisition Company Limited
   * Federal-Mogul Brake Systems Limited
   * Federal-Mogul Export Services Limited
   * Federal-Mogul U.K. Limited
   * FHE Technology Limited
   * FP Diesel Limited
   * G.B. Tools & Components Exports Limited
   * Genthope Limited, High Precision Equipment Limited
   * Inblot Limited
   * Instantwonder Limited
   * Kings Park Housing Limited
   * Lalton Limited
   * Lanoth Precision Equipment Limited
   * Leeds Piston Ring & Engineering Co. Limited
   * M.T.A. (Kettering) Limited
   * Mantro Engineering Co. Limited
   * Mobile Distrbuting (Spares) Limited
   * Moores Plastic Units Limited
   * Ontall Limited
   * Payen (Europe) Limited
   * Pecal Limited
   * Presswork-Components Limited
   * Sintration Eight Limited
   * Sourcelook Limited
   * Specialloid Limited
   * STS (1996) Limited
   * T&N Shelf Eight Limited
   * T&N Fifteen Limited
   * T&N Shelf Five Limited
   * T&N Shelf Four Limited
   * T&N Shelf Fourteen Limited
   * T&N Shelf Nine Limited
   * T&N Shelf Six Limited
   * T&N Shelf Sixteen Limited
   * T&N Shelf Ten Limited
   * T&N Shelf Thirteen Limited
   * T&N Shelf Thirty Limited
   * T&N Shelf Thirty One Limited
   * T&N Shelf Thirty Three Limited
   * T&N Shelf Twenty-Eight Limited
   * T&N Shelf Twenty Five Limited
   * T&N Shelf Twenty Four Limited
   * T&N Shelf Twenty Nine Limited
   * T&N Shelf Twenty-Two Limited
   * T&N Shelf Two Limited
   * T&N Trade Marks Limited
   * T&N Welfare Trust Limited
   * TBA Belting (Residual) Limited
   * Telford Rubber Processors Limited
   * The British Piston Ring Company Limited
   * Tinblo Limited
   * Touchdown Adhesive Products Limited
   * Tynoda Limited
   * Vanwall Cars Limited
   * Wellworthy Property Developments Limited
   * Wiliam C. Jones (Polymers) Limited

As previously reported, Judge Fitzgerald ruled that the 75 Non-
Plan Debtors' Chapter 11 cases will be dismissed without
prejudice as of the Effective Date of the Federal-Mogul
Corporation and its debtor-affiliates' Fourth Amended Joint Plan
of Reorganization.  The Fourth Amended Plan became effective on
Dec. 27, 2007.

According to Mr. O'Neill, each of the Non-Plan Debtors is a U.K.
Debtor that has:

   (i) either few or no known third party creditors;

  (ii) no history of using asbestos or manufacturing, selling or
       distributing asbestos-containing products; and

(iii) never to the U.S. Debtors' knowledge been named in any
       asbestos-related lawsuits or comparable proceedings.

Moreover, each of the Non-Plan Debtors is either a dormant
company, a holding company for various dormant entities, or, in a
small number of cases, solely conducts operations that are for
the benefit of other corporate entities with the Federal-Mogul
group of companies.

                    About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.   The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FINANCIAL INDUSTRIES: Enters $74.7 Mil. Americo Life Merger Deal
----------------------------------------------------------------
Financial Industries Corporation and Americo Life, Inc. last week
disclosed that they have entered into an agreement and plan of
merger pursuant to which Americo will acquire FIC.

Under the terms of the agreement, FIC shareholders will receive
$7.25 per share in cash, which represents a 30.6 percent premium
over the previous day's closing price.  The total transaction is
valued at $74.7 million.

The merger is subject to customary closing conditions, including
shareholder and regulatory approvals, and is expected to close in
the second quarter of this year.

Financial Industries Corporation -- http://www.ficgroup.com/--
(PINKSHEETS: FNIN) through its Investors Life Insurance Company of
North America subsidiary, markets and underwrites individual life
insurance products.


FINANCIAL INDUSTRIES: A.M. Best Puts Ratings Under Positive Review
------------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
and the issuer credit rating of "bb" of Investors Life Insurance
Company of North America under review with positive implications.

Concurrently, A.M. Best has placed the ICR of "b-" of ILNA's
parent, Financial Industries Corporation [Other OTC: FNIN.PK]
under review with positive implications.  Both companies are
domiciled in Austin, TX.  These rating actions follow the
announcement on Jan. 15, 2008 that FIC has reached an agreement in
principle to be acquired by Americo Life, Inc. (Kansas City, MO).

FIC's announced agreement and plan of merger will allow Americo to
acquire FIC and ILNA in a cash transaction valued at $74.7
million.  FIC, through ILNA, markets and underwrites individual
life insurance products, primarily in the final expense and
mortgage protection term life markets.  A.M. Best believes the
acquisition provides the companies access to greater levels of
financial flexibility through a larger and stronger parent
organization.

The transaction is subject to customary closing conditions,
including FIC shareholder and regulatory approvals, and is
expected to close in second quarter 2008.

The ICR of Americo and the FSRs and ICRs of Americo's subsidiaries
are unchanged by this proposed transaction.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the financial and health
care service industries, including insurance companies, banks,
hospitals and health care system providers.


FIRST ACCEPTANCE: A.M. Best Holds "b-" Issuer Credit Rating
-----------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and an issuer credit rating of "bb" to First Acceptance Insurance
Company of Tennessee, Inc. (Nashville, TN).  In addition, A.M.
Best has affirmed the FSR of B (Fair) and ICRs of "bb" of First
Acceptance Insurance Company, Inc. (Grand Prairie, TX) and First
Acceptance Insurance Company of Georgia, Inc. (Kennesaw. GA).

All are members of the First Acceptance Insurance Group (Grand
Prairie, TX).

Concurrently, A.M. Best has affirmed the ICR of "b-" of the
publicly traded holding company, First Acceptance Corporation
(Nashville, TN) [NYSE: FAC]. The outlook for all ratings is
stable.

The ratings reflect First Acceptance's elevated underwriting
leverage, adverse reserve development and substantial cumulative
growth in premiums over the past five years, which have
constrained overall risk-adjusted capitalization.  These negative
rating factors are somewhat mitigated by First Acceptance's
generally favorable operating results and conservative investment
strategy.  The ratings further reflect the financial support the
parent has given First Acceptance through capital contributions.

First Acceptance's market presence has been developed through the
extensive utilization of advertising, which has provided strong
local brand recognition in its territories of operation.  The high
traffic environment generated by the company-owned retail offices
presents opportunities to offer additional products and fee-based
services.  In addition, management continues to take steps to
improve underwriting results including rate revisions, closure of
underperforming retail stores and more efficient use of
technology.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the financial and health
care service industries, including insurance companies, banks,
hospitals and health care system providers.


FOX HILLS: Section 341(a) Meeting Scheduled for January 30
----------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Fox Hills
50, LLC's creditors on Jan. 30, 2008, at 1:30 p.m., at the Office
of the U.S. Trustee, Fresno Meeting Room 1452, 2500 Tulare Street,
Suite 1401 in Fresno, 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 Stockton, California, Fox Hills 50, LLC and four of its
affiliates filed for Chapter 11 protection on Dec. 27, 2007
(Bankr. E.D. Calif. Lead Case No. 07-14397).  Gustavo M. Rios,
Esq. represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from its creditors, Fox Hills 50
LLC listed estimated assets and debts of $1 million to
$100 million.


GARY WATTENBERG: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gary Wattenberg
        910 Southwest 21 Street
        Boca Raton, FL 33486

Bankruptcy Case No.: 08-10642

Chapter 11 Petition Date: January 18, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  Kluger Peretz Kaplan & Berlin
                  2385 Northwest Executive Center Drive Suite 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Cindy Wattenberg                 Alimony               $508,333
c/o Howard Fensterman, Esq.
Abrams, Fensterman, et.al.
5 Dakota Drive, Suite 206
New Hyde Park, NY 11042

Internal Revenue Service         2003 Taxes            $139,812
P.O. Box 21126
Philadelphia, PA 19114

                                 2006 Taxes             $41,022

American Express                 Credit Card Charges    $65,393
P.O. box 297812
Fort Lauderdale, Fl 33329

BMW Financial Services           2006 BMW 525l          $41,287
                                 lease, 15,000 miles   ($30,000
                                                        secured)

Citifinancial - South Dakota     Credit Card Charges    $28,338

Bank of America                  Credit Card Charges    $15,686

Joe Loparco                      Buyout                  $7,803

Chase                            Credit Card Charges     $7,405

Diner's Club                     Credit Card Charges     $6,458

Joe Brotman                      Repayment on loan for   $5,556

Citifinancial - Maryland         Credit Card Charges     $2,914

WFFinance                        Credit Card Charges       $449

Florida Department of Revenue                           Unknown

Palm Beach County Tax Collector  301 North Olive        Unknown
                                 Avenue, Suite 3
                                 West Palm Beach,
                                 FL 33401


GLOBAL POWER: Emerges from Chapter 11 Bankruptcy
------------------------------------------------
Global Power Equipment Group Inc. has successfully reorganized its
business operations and emerged from chapter 11 bankruptcy
protection.  The company has completed the steps necessary to
cause its Plan of Reorganization to become effective, including
securing $150 million in exit financing and completing its rights
offering and private placement that raised $71 million in new
capital for the company.

"After almost a year and half in the bankruptcy process, our
company achieved an extraordinary milestone and exited chapter 11
with a sound financial position in order to remain a global leader
as an equipment and services provider to the power infrastructure,
energy and process industries," John Matheson, President and Chief
Executive Officer of Global Power, said.  "Our dedicated employees
and management team have a great sense of pride for our company's
accomplishments and remain committed to serving our strong
customer base.  We thank our customers and stakeholders for their
perseverance, and going forward we pledge to continue providing
the highest quality products and services."

Consistent with the terms of the order confirming the Plan, the
company entered into a $150 million exit financing package with a
group of lenders led by Morgan Stanley Senior Funding, Inc., as
lead arranger, bookrunner and administrative agent.  The exit
financing package consists of a $60 million revolving credit
facility and a $90 million term loan.

In accordance with the Plan, the funds from the exit financing and
new equity investment will be used, in part, to pay all allowed
creditor claims of Global Power and its Williams and Braden
subsidiaries in full.  A separate cash reserve of $34 million has
been established for the payment of allowed unsecured claims
against the company's Deltak, L.L.C. subsidiary.

In addition to the payment of allowed claims, Global Power will
also be issuing approximately 134 million shares of new common
stock to its shareholders and participants in the new equity
investment, and it will issue warrants for approximately 16
million additional shares as consideration to the group of
shareholders that fully backstopped the rights offering and
private placement.  Under the rights offering and private
placement, the share price was dependant upon the final amount of
equity capital raised by the company.  The final amount of equity
capital raised by the company was $71 million, resulting in a per
share price of $0.85 for the new common stock issued pursuant to
the Plan.  The company has begun its initial distributions of cash
and new common stock provided for under the Plan and it expects to
complete initial distributions by the end of January 2008.

With the company's successful emergence from chapter 11, Global
Power has a new five-member board of directors.  The directors, in
addition to John Matheson, are Carl Bartoli, Terence Cryan, Eugene
I. Davis, and Charles Macaluso.

               About Global Power Equipment Group

Based in Oklahoma, Global Power Equipment Group Inc. (Pink Sheets:
GEGQQ) -- http://www.globalpower.com/-- is a design, engineering
and manufacturing firm providing an array of equipment and
services to the energy, power infrastructure and process
industries.  The company designs, engineers and manufactures a
comprehensive portfolio of equipment for gas turbine power plants
and power-related equipment for industrial operations, and has
over 40 years of power generation industry experience.  The
company's equipment is installed in power plants and in industrial
operations in more than 40 countries on six continents.  In
addition, the company provides routine and specialty maintenance
services to nuclear, coal-fired, fossil, and hydroelectric power
plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Thomas E. Lauria, Esq.,
Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq.,
and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq.,
at The Bayard Firm, represent the Debtors.  Kurtzman Carson
Consultants LLC acts as the Debtors' noticing and claims agent.
At Oct. 31, 2006, Global Power's balance sheet showed total
assetsof $177,758,000 and total debts of $99,017,000

Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte
Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represent the Official Committee
of Unsecured Creditors.  The Official Committee of Equity Security
Holders is represented by Howard L. Siegel, Esq., and Steven D.
Pohl, Esq., at Brown Rudnick Berlack Israels LLP.


GRANDE COMM: Board OKs Plan to Explore Strategic Alternatives
-------------------------------------------------------------
Grande Communications Holdings Inc.'s board of directors has
authorized the company to explore all of its strategic
alternatives to enhance shareholder value.

The board will work with the company's management team and its
legal and financial advisors to evaluate the company's available
alternatives.  The company has engaged Waller Capital to assist
the company in exploring strategic alternatives.

The company stated that there can be no assurance that the
exploration of strategic alternatives will result in the company
adopting or approving any strategic alternative.  The company
undertakes no obligation to make any further statements regarding
the exploration of strategic alternatives unless and until a final
decision is made.

                  About Grande Communications

Based in San Marcos, Texas, Grande Communications Holdings
Inc. -- http://www.grandecom.com/-- is a communications company
providing residential and business customers with high-speed
Internet, local and long-distance telephone and digital cable
services over a single network.

                           *     *     *

On July 2007, Moody's Investors Service affirmed Grande
Communications Holdings Inc.'s ratings, including its Caa1
corporate family rating and SGL-3 speculative grade liquidity
rating.


HARVEY ELECTRONICS: Section 341(a) Meeting Scheduled for Feb. 8
---------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Harvey
Electronics Inc.'s creditors on Feb. 8, 2008, at 2:30 p.m., at the
Office of the U.S. Trustee, 80 Broad Street, 4th Floor in New York
City.

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.

                     About Harvey Electronics

Based in New York City, Harvey Electronics Inc. --
http://www.harveyonline.com/-- retails, services and custom
installs audio, video and home theater equipment.  The  equipment
includes high-fidelity components and systems, digital versatile
disc players, digital video recorders, high definition television,
plasma flat screen and liquid crystal display flat-panel
television sets, integrated remote  controls, media servers,
audio/video furniture, conventional telephones, moving picture
experts group layer-3 audio players, iPods, satellite and analog
radios, service contracts and related accessories.  It operates
nine locations  comprising eight Harvey specialty retail stores
and one separate Bang & Olufsen branded store.  It also retails
brands manufactured by Bang & Olufsen, Crestron, Marantz,
McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston
Acoustics, Martin Logan and Fujitsu.

The company filed for chapter 11 protection on Dec. 28, 2007
(Bankr. S.D.N.Y. Case No. 07-14051).  Harold S. Berzow, Esq., at
Ruskin, Moscou, Faltischek P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $9,930,468 and total debts of $10,368,513.


HARVEY ELECTRONICS: U.S. Trustee Appoints 5-Member Creditors Panel
------------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints five
members to the Official Committee of Unsecured Creditors in the
Chapter 11 case of Harvey Electronics, Inc.

The Creditors Committee members are:

   (a) New Stream Comercial Finance LLC
       Attn: James J. McKay, President
       38 Grove Street, Building C
       Ridgefield, CT 06877
       Tel: (203) 431-0330 ext. 841

   (b) Bang & Olufsen America, Inc.
       Attn: Cindy Cook, Director of Finance
       780 West Dundee Road
       Arlington Heights, IL 60004
       Tel: (847) 590-4913

   (c) Monster Cable Products, Inc.
       Attn: Kim Smigel, Corporate Counsel
       455 Valley Drive
       Brisbane, CA 94005
       Tel: (415) 330-3478

   (d) Sprout Development Co.
       Attn: Zaven Dedekian, President
       32 Jacobean Way
       Mahwah, NJ 07430
       Tel: (201) 327-9444

   (e) Local 888 UFCW Benefit Funds
       Attn: Randy Tucker, Vice President
       6 Gramatan Avenue
       Mount Vernon, NY 10550
       Tel: (914) 668-8881

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

   -- consult with the Debtors concerning the administration
      of the bankruptcy case;

   -- investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' business and the desirability of the continuance
      of the business, and any other matter relevant to the
      case or to the formulation of a plan of reorganization
      for the Debtors;

   -- participate in the formulation of a plan, advise its
      constituents regarding the Committee's determinations as
      to any plan formulated, and collect and file with the
      Court acceptances or rejections of the plan;

   -- request the appointment of a trustee or examiner; and

   -- perform other services as are in the interest of its
      constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

                     About Harvey Electronics

Based in New York City, Harvey Electronics Inc. --
http://www.harveyonline.com/-- retails, services and custom
installs audio, video and home theater equipment.  The  equipment
includes high-fidelity components and systems, digital versatile
disc players, digital video recorders, high definition television,
plasma flat screen and liquid crystal display flat-panel
television sets, integrated remote  controls, media servers,
audio/video furniture, conventional telephones, moving picture
experts group layer-3 audio players, iPods, satellite and analog
radios, service contracts and related accessories.  It operates
nine locations  comprising eight Harvey specialty retail stores
and one separate Bang & Olufsen branded store.  It also retails
brands manufactured by Bang & Olufsen, Crestron, Marantz,
McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston
Acoustics, Martin Logan and Fujitsu.

The company filed for chapter 11 protection on Dec. 28, 2007
(Bankr. S.D.N.Y. Case No. 07-14051).  Harold S. Berzow, Esq., at
Ruskin, Moscou, Faltischek P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $9,930,468 and total debts of $10,368,513.


HEARTLAND AUTO: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
Erin Marie Schmidt, the U.S. Trustee for Region 6 appointed five
creditors to serve on an Official Committee of Unsecured Creditors
of Heartland Automotive Holdings, Inc. and its debtor-affiliates's
Chapter 11 case.

The Creditors Committee members are:

     a) Blackstone Mezzanine Associates, LP
        Blackstone Mezzanine Management Associates, LLC
        Salvatore Gentile
        345 Park Avenue
        29th Floor
        New York, NY 10154
        Tel: (212) 583-5443
        Fax: (212) 583-5482

     b) AutoEdge Distribution, Inc.
        David R. Hynan, President and CEO
        2425 La Mirada Drive
        Vista, CA 92081-8429

     c) ConocoPhillips Company
        Paul Curtis
        315 South Johnstone
        1310G Plaza Office Building
        Bartlesville, OK 74004
        Tel: (918) 661-8485

     d) Bare Associates, International, Inc.
        Dale Bare
        3251 Old Lee Highway, Suite 209
        Fairfax, Virginia 22030
        Tel: (800) 296-6699
        Fax: (703) 591-6583

     e) Products Plus, Inc.
        Tommy Ayers
        5225 North 23rd
        Ozark, MO 65721
        Tel: (417) 581-3755
        Tel: (877) 581-3755 (Toll Free)
        Fax: (417) 581-0160

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

Based in 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.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecred creditors in this case.  When the
Debtor files for protection from their creditors its listed assets
and debts between $100 million and $500 million.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Debtors ask the Court's permission to secure a $10 million
postpetition financing from an affiliate of Quad-C Partners VI,
LP.


HEARTLAND AUTO: Can Hire Epiq Bankruptcy as Claims Agent
--------------------------------------------------------
Heartland Automotive Holdings Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Epiq Bankruptcy Solutions LLC
as claims, noticing and balloting agent.

Epiq Bankruptcy will (1) serve as the Court's noticing agent and
mail notices to the Debtors' creditors and other parties in
interest, and (2) maintain the official claims register.

Specifically Epiq is expected to:

   (a) relieve the Clerk's Office of all noticing under any
       applicable rule of bankruptcy procedure;

   (b) file with the Clerk's Office a certificate of service,
       within ten (10) days after each service, which includes
       a copy of the notice, a list of persons to whom it was
       mailed (in alphabetical order), and the date mailed;

   (c) maintain an up-to-date mailing list of all entities that
       have requested service of pleadings in these cases
       and a master service list of creditors and other parties
       in interest, which lists shall be available upon
       request of the Clerk's Office;

   (d) comply with applicable state, municipal and local laws
       and rules, orders, regulations and requirements of
       Federal Government Departments and Bureaus;

   (e) relieve the Clerk's Office of all noticing under any
       applicable rule of bankruptcy procedure relating to the
       institution of a claims bar date and the processing of
       claims;

   (f) at any time, upon request, satisfy the Court that it has
       the capability to efficiently and effectively notice,
       docket and maintain proofs of claim;

   (g) furnish a notice of bar date approved by the Court for
       the filing of a proof of claim (including the
       coordination of publication, if necessary) and a form
       for filing a proof of claim to each creditor notified
       of the filing;

   (h) maintain all proofs of claim filed against each of the
       Debtors' estates;

   (i) maintain an official claims register by docketing all
       proofs of claim on a register containing certain
       information, including, but not limited to:

       (i) the name and address of claimant and agent, if agent
           filed proof of claim;

      (ii) the date received;

     (iii) the claim number assigned;

      (iv) the amount and classification asserted;

       (v) the comparative, scheduled amount of the creditor's
           claim (if applicable); and

      (vi) pertinent comments concerning disposition of claims.

   (j) maintain the original proofs of claim in correct claim
       number order, in an environmentally secure area, and
       protecting the integrity of these original documents
       from theft and/or alteration;

   (k) transmit to the Clerk's Office an official copy of the
       claims register on a monthly basis, unless requested
       in writing by the Clerk's Office on a more/less frequent
       basis;

   (l) maintain an up-to-date mailing list for all entities
       that have filed a proof of claim, which list shall be
       available upon request of a party in interest or the
       Clerk's Office;

   (m) provide access to the public for examination of copies
       of the proofs of claim or proofs of interest filed
       in these cases without charge during regular business
       hours;

   (n) Record all transfers of claims pursuant to Bankruptcy
       Rule 3001(e) and provide notice of the transfer as
       required by Bankruptcy Rule 3001(e);

   (o) maintain court orders concerning claims resolution;

   (p) make all original documents available to the Clerk's
       Office upon request on an expedited immediate basis;

   (q) promptly comply with such further conditions and
       requirements as the Clerk's Office may hereafter
       prescribe; and

   (r) to the extent necessary, provide balloting services in
       connection with the solicitation process for any
       Chapter 11 plan to which a disclosure statement has been
       approved by the Court.

Daniel C. McElhinney, a senior vice president and director of
operations of Epiq Bankruptcy Solutions LLC, tells the Court that
the firm's professional's hourly rate are:

   Title                      Rate Range        Average Rate
   -----                      ----------        ------------
   Clerk                       $40 -  $60          $50
   Case Manager               $125 - $175         $142.50
   IT Programming Consultant  $140 - $190         $165
   Case Manager (Level 2)     $185 - $220         $202.50
   Senior Case Manager        $225 - $275         $247.50
   Senior Consultant              TBD              TBD

Mr. McElhinney relates that Epiq's retainer fee is $25,000.

Mr. McElhinney assures the Court that his firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

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.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in this case.  When the
Debtor files for protection from their creditors its listed
estimated assets and debts between $100 million and $500 million.


HEARTLAND AUTO: Forshey and Prostok Approved as Bankruptcy Counsel
------------------------------------------------------------------
Heartland Automotive Holdings Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Texas to employ Forshey and Prostok LLP as
counsel nunc pro tunc to Jan. 7, 2008.

Forshey and Prostok is expected to:

   a) take a necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of the
      actions on the Debtors' behalf, the defense of any
      actions commensed against the Debtors, the negotiation of
      disputes in which the Debtors are involved, and the
      preparation of objections to claims files against the
      Debtors' estates;

   b) provide legal advise with respect to the Debtors' powers
      and duties as Debtors in possession in the continued
      operation of their businesses and the nmangement of their
      properties;

   c) prepasre in behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with administration and prosecution fo the
      Debtors' Chapter 11 cases;

   d) assist the Debtors in connection with any disposition of
      the Debtors' assets, by sale or otherwise;

   e) assist the Debtors in the negotiation, preparation and
      confirmation of a plan or plans of reorganization and all
      related transactions;

   f) appear in Court and to protect the interests of the
      Debtors before the court; and

   g) perform all other necessary legal services in connection
      with these Chapter 11 cases.

Jeff P. Prostok, a partner in Forshey and Prostok LLP, tells the
Court that the Debtor paid a retainer fee amounting to $20,390.
The retainer is being held on-account as general retainer for
prepetition services rendered and cost incurred with repect to
work in progress and work provided in connection with the
preparation of these Chapter 11 cases.

Mr. Prostok relates that his firm has agreed to voluntarily waive
any claim against the Debtors for payment of outstanding
prepetition fees and/or expenses.

Mr. Prostok assures the Court that his firm is "disinterested" as
that term is defined in Section 101(14) of Bankruptcy Code.

Mr. Prostok can be reached at:

     Forshey & Prostok, L.L.P.
     Suite 1290, 777 Main Street,
     Fort Worth, TX 76102
     Tel (817) 877-8855

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.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecred creditors in this case.  When the
Debtor files for protection from their creditors its listed
estimated assets and debts between $100 million and $500 million.


INFORMED CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Informed Care, Inc.
        801 Douglas Avenue
        Suite 104
        Altamonte Springs, FL 32714

Bankruptcy Case No.: 08-00375

Type of Business: The Debtor operates a health care business.

Chapter 11 Petition Date: January 18, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Frank M. Wolff, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Payroll tax debt    $1,400,000
Insolvency
P.O. Box 21126
Philadelphia, PA 19114

IC of TX                                               $650,000
P.O. Box 6250
Charlottesville, VA 22906

Gregory Gentling                                       $385,000
4417 Ettenmoor Lane Southwest
Rochester, MN 55902

Hogan & Hartson LLP                                    $250,173

Norman Winer                                           $230,334

John Williams                                          $165,000

Consults, Inc.                                         $164,288

Darrell Meadow - DSMI                                  $156,863

Akerman Senterfitt                                      $83,882

Matthew Gillio                                          $70,000

City of Minot                                           $69,953

Darrell Meador                                          $57,105

Click, Dr. Maurice                                      $45,050

United Health Care               Health Insurance       $43,049

Mark Richman                                            $32,795

Dodson, Mark A. MD                                      $30,000

Harbour Bridge Venture, Inc.                            $30,000

Williard Blake                                          $30,000

Barkin Company                                          $29,159

Cindi Thomas                                            $28,612


INVESTORS LIFE: A.M. Best Puts Ratings Under Positive Review
------------------------------------------------------------
A.M. Best Co. has placed the financial strength rating of B (Fair)
and the issuer credit rating of "bb" of Investors Life Insurance
Company of North America under review with positive implications.

Concurrently, A.M. Best has placed the ICR of "b-" of ILNA's
parent, Financial Industries Corporation [Other OTC: FNIN.PK]
under review with positive implications.  Both companies are
domiciled in Austin, TX.  These rating actions follow the
announcement on Jan. 15, 2008 that FIC has reached an agreement in
principle to be acquired by Americo Life, Inc. (Americo) (Kansas
City, MO).

FIC's announced agreement and plan of merger will allow Americo to
acquire FIC and ILNA in a cash transaction valued at $74.7
million.  FIC, through ILNA, markets and underwrites individual
life insurance products, primarily in the final expense and
mortgage protection term life markets.  A.M. Best believes the
acquisition provides the companies access to greater levels of
financial flexibility through a larger and stronger parent
organization.

The transaction is subject to customary closing conditions,
including FIC shareholder and regulatory approvals, and is
expected to close in second quarter 2008.

The ICR of Americo and the FSRs and ICRs of Americo's subsidiaries
are unchanged by this proposed transaction.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the financial and health
care service industries, including insurance companies, banks,
hospitals and health care system providers.


J&S EXCAVATION: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: J & S Excavation, Inc.
             P.O. Box 165
             Rockport, IN 47635

Bankruptcy Case No.: 08-70072

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        J & S Bulk Transport Co. Inc.              08-70073

Type of Business: The Debtors provide construction services.
                  See: http://www.jsexcavating.com/

Chapter 11 Petition Date: January 18, 2008

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtors' Counsel: Douglas Warren Patterson, Esq.
                  Law Office of Douglas Patterson
                  2221 W. Franklin Street
                  Evansville, IN 47712
                  Tel: (812) 424-2991
                  Fax: (812) 468-8690
                  http://www.dpattersonlaw.ne/

Total Assets: $4,808,957

Total Debts:  $5,777,209

Consolidated Debtors' List of 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo Equipment         2007 John Deere        $625,139
Finance                       Loader 844J,
733 Marquette Ave., Suite 700 including all
Minneapolis, MN 55402         options,
                              attachments and
                              accessories
                              Serial Number
                              DW844JX610611:

                              value of security:
                              $574,952

Daimler Chrysler              freightliner           $461,234
P. O. Box 3198                model
Milwaukee, WI 53201-3198

Mississippi State Tax         sales tax              $90,699
Commission
P. O. Box 1033
Jackson, MS 39215

Transmontaigne Product        fuel                   $54,692
Services, Inc.

Inertia Machine Company       equipment parts        $52,136

Stribling Equipment, LLC -    equipment rental       $47,059
Rental

Waring Oil Company, LLC       fuel                   $39,309

Southern Wire Enterprises,    equipment parts        $38,542
Inc.

Power Plan                    equipment rental       $30,545

Harrison County               property taxes         $22,529

Stribling Equipment, LLC      equipment parts        $14,320

Westfield Insurance           insurance              $13,630

East Harrison County          material               $11,197
Rubbish Landfill


JACQUELINE JOCELYN: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jacqueline O. Jocelyn
        aka Jacqueline Olguine Jocelyn
        11676 Shellfish Drive
        Jacksonville, FL 32246

Bankruptcy Case No.: 08-00316

Type of Business: The Debtor buys and sells real estate.

Chapter 11 Petition Date: January 21, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822

Total Assets: $1,080,555

Total Debts:  $1,277,792

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citi Mortgage                  Investment property   $407,900
P.O. Box 6006                  value of security:
The Lakes, NV 88901-6006       $413,298; value of
                               senior lien: $52,586

Homecomings Financial          Residence; value of   $141,320
P.O. Box 9001719               senior lien: $111,218
Louisville, KY 40290-1719

E.M.C. Mortgage Corp.          Investment property   $126,922
P.O. Box 293150                value of security:
Lewisville, TX 75029-3150      $228,578; value of
                               senior lien: $132,944

G.M.A.C. Mortgage, L.L.C.      Investment property   $112,859
                               value of senior lien:
                               $106,983

Wells Fargo Home Mortgage      Investment property   $74,810
                               value of security:
                               $96,385; value of
                               senior lien: $28,083

Home Equity Line of Credit     Investment property   $66,126
                               value of security:
                               $112,968; value of
                               senior lien: $93,548

Ocwen Loan Servicing           Investment property   $20,360
                               value of security:
                               $106,983; value of
                               senior lien: $112,859

WaMu Cards                     credit card purchases $10,395

Duval County Tax Collector     Investment property   $6,760
                               value of security:
                               $413,298; value of
                               senior lien: $460,486

Vystar Credit Union            credit card purchases $1,929

James Island H.O.A.            Investment property   $1,000
                               value of security:
                               $413,298; value of
                               senior lien: $467,245

Sawyer Gas Co.                 open account          $250


KELLWOOD CO: Extends Cash Tender Offer Deadline to January 30
-------------------------------------------------------------
Kellwood Company is extending the early tender deadline to
5:00 p.m., New York City time, on Jan. 30, 2008, in its cash
tender offer for up to $60 million aggregate principle amount of
its 7.875% debentures due 2009 identified in the Offer to Purchase
dated Jan. 9, 2008.

The company is extending this date given the unsolicited two-
tiered tender offer made by an affiliate of Sun Capital Securities
Group, which the company will respond to on Jan. 29, 2008.

When the company responds to Sun Capital's unsolicited two-tiered
offer, it will also disclose further actions, if any, it intends
to take with respect to the debt tender offer.

J.P. Morgan Securities Inc. acts as sole Dealer Manager for the
tender offer.  Persons with questions regarding the tender offer
should contact J.P. Morgan Securities Inc. at (866) 834-4666
(toll-free) and (212) 834-3424 (collect).

Requests for documents may be directed to Global Bondholder
Services Corporation, the Information Agent for the offer, at
(212) 430-3774 or (866) 470-3900.

                    About Kellwood Company

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

Smart Shirts is a manufacturer, marketer, seller and distributor
of woven and knit garments - men's shirts.  While a manufacturer
for private brands, this business also designs, makes, and sells
licensed brands of men's shirts including Nautica, Claiborne,
Axcess A Claiborne Company, Concepts by Claiborne, O Oscar, an
Oscar de la Renta Company, and Perry Ellis.  Smart Shirts has 14
manufacturing facilities located in the People's Republic of
China, Hong Kong, Sri Lanka and the Philippines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Moody's Investors Service affirmed these ratings: (i) corporate
family rating at Ba3; (ii) probability of default rating at Ba3;
(iii) $140 million Debentures due July 15, 2009: B1    (LGD 5,
70%); and (iv) $130 million debentures due Oct. 15, 2017: B1
(LGD 5, 70%).


LAWRENCE SALANDER: Agrees to Move 231 Art Works for Safekeeping
---------------------------------------------------------------
Lawrence Salander has agreed to transfer 231 art works from his
residences to Salander-O'Reilly Galleries LLC or at a warehouse,
Bloomberg News reports.  The gallery's chief restructuring officer
has picked out the art works from Mr. Salander's Manhattan and
country residences he believes is owned by the gallery.

However, Bloomberg News relates, the agreement between the owner
and CRO doesn't determine who owns the art works.  The U.S
Bankruptcy Court for the Southern District of New York has been
tasked to reconcile who owns what.

                     Townhouse For Sale

According to documents filed with the Court, Mr. Salander and his
wife, Julie, who were planning to sell their New York townhouse
for $25 million, balked at the removal of the art works because
they would lower the value of the place.

                     About Lawrence Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, has membership interests in galleries
including non-debtor entities, Renaissance Art Investors and
Salander Decorative Arts LLC.  The couple filed for chapter 11
protection on Nov. 2, 2007 (Bankr. S.D.N.Y. Case No. 07-36735).
Douglas E. Spelfogel, Esq. and Richard J. Bernard, Esq. at Baker &
Hostetler LLP and Susan P. Persichilli, Esq. at Buchanan Ingersoll
PC represent the Debtors in their restructuring efforts.  When
they filed for bankruptcy, Mr. and Mrs. Salander listed assets and
debts between $50 million and $100 million.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.  On Nov. 9, 2007, the Salander-O'Reilly's case
was converted to a chapter 11 proceeding (Bankr. S.D.N.Y. Case No.
07-30005).  Alan D. Halperin, Esq., at Halperin Battaglia Raicht
LLP, and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC,
represent the Debtor.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


M/I HOMES: Posts $21.7 Million Net Loss in 2007 Third Quarter
-------------------------------------------------------------
M/I Homes Inc. reported a net loss of $21.7 million before
preferred share dividends in the third quarter ended Sept. 30,
2007.  Included in this loss are charges totaling $32.6 million
for the impairment of inventory and investment in uncolidated LLCs
and abandoned land transactions.

The company's net loss after preferred share dividends of
$2.5 million was $24.2 million compared to net income of
$15.2 million in 2006's third quarter.

The company reported a net loss after preferred share dividends of
$64.5 million for the first nine months of 2007, compared to net
income of $49.8 million in the same period in 2006.  Included in
the company's 2007 year-to-date loss are charges totaling
$101.7 million related to impairment of inventory, investment in
unconsolidated LLCs and abandoned transactions costs, and
$5.2 million related to impairment of goodwill and intangible
assets related to the company's 2005 acquisition of Shamrock
Homes, a Florida homebuilder.

For the quarter ended Sept. 30, 2007, total revenue decreased
$62.5 million compared to the quarter ended Sept. 30, 2006, to
approximately $243.7 million.  This decrease is largely
attributable to a decrease of $57.8 million in housing revenue,
from $290.1 million in 2006 to $232.3 million in 2007.  Homes
delivered decreased 15.0%, and the average sales price of homes
delivered decreased from $313,000 to $295,000.

For the nine months ended Sept. 30, 2007, total revenue decreased
$173.3 million compared to the first nine months of 2006.  This
decrease is largely attributable to a decrease of $166.6 million
in housing revenue, from $840.0 million in 2006 to $673.4 million
in 2007.  Homes delivered for the nine months ended Sept. 30,
2007, decreased 18.0% compared to the nine months ended Sept. 30,
2006, and the average sales price of homes delivered decreased
from $306,000 to $300,000.

New contracts for the third quarter of 2007 were 561 compared to
571 in 2006's third quarter.  For the nine months ended Sept. 30,
2007, new contracts decreased by 281 compared to the same period
in 2006.

The company's income tax rate was 37.9% and 38.2%, respectively,
for the three and nine months ended Sept. 30, 2007, compared to
33.6% and 36.7%, respectively, for the three and nine months ended
Sept. 30, 2006.

                Notes Payable Banks - Homebuilding

At Sept. 30, 2007, the company's homebuilding operations had
borrowings totaling $255.0 million, financial letters of credit
totaling $11.0 million and performance letters of credit totaling
$24.0 million outstanding under its Credit Facility.

As of Sept. 30, 2007, borrowing availability was $210.0 million.
Borrowings under the Credit Facility are unsecured.

             Notes Payable Banks - Financial Services

At Sept. 30, 2007, the company had $21.7 million outstanding under
the M/I Financial First Amended and Restated Revolving Credit
Agreement.  M/I Homes Inc. and M/I Financial are co-borrowers
under the MIF Credit Facility.

As of Sept. 30, 2007, the borrowing base was $31.8 million with
$10.1 million of availability.

                           Senior Notes

At Sept. 30, 2007, there was $200.0 million of 6.875% senior notes
outstanding.  The notes are due April 2012.

As of Sept. 30, 2007, the company had approximately $100.2 million
available that could be used for the payment of dividends or share
repurchases.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.35 billion in total assets, $702.5 million in total
liabilities, and $651.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2738

                         About M/I Homes

Based in Columbus, Ohio, M/I Homes Inc. (NYSE: MHO) --
http://www.mihomes.com/-- is a builder of single-family homes.
The company's homes are marketed and sold under the trade names
M/I Homes and Showcase Homes.  The Company has homebuilding
operations in Columbus and Cincinnati, Ohio; Chicago, Illinois;
Indianapolis, Indiana; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; and the Virginia and Maryland suburbs of
Washington, D.C.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service lowered the ratings of M/I Homes Inc.,
including its corporate family rating to B1 from Ba3 and senior
unsecured notes to B1 from Ba3.  The ratings outlook remains
negative.


MICHAEL HAMILTON: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Michael Hamilton
         Divera Hamnilton
         13513 Angel Valley Road
         Sedona, AZ 86336

Bankruptcy Case No.: 08-00531

Chapter 11 Petition Date: January 18, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT

Debtors' Counsel: Pernell W. Mcguire, Esq.
                  Law Office of Pernell W. Mcguire, PLLC
                  P.O. Box 1448
                  Flagstaff, AZ 86002
                  Tel: (928) 779-1175
                  Fax: (928) 779-1175

Total Assets: $19,463,784

Total Debts:  $9,182,131

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Holistic Builders LLC                                  $222,000
682 South Elk Ridge Drive
Camp Verde, AZ 86322

Bank of America/Aaa              Credit Card            $54,217
P.O. Box 15026
Wilmington, DE 19850

Internal Revenue Service         Tax Debt               $47,000
P.O. Box 21126
Philadelphia, PA 19114

Bank of America                  Credit Card            $46,453

Az Service 1st Healing & Cooling  Trade Debt             $25,000

Advanta Card                     Bank Loan              $24,917

Citi Cards                       Credit Card            $24,143

Citi Platinum                    Credit Card            $20,017

RSC Equipment Rentals            Trade Debt             $20,000

Home Depot                       Credit Card            $19,502

Citi Business Advantage          Credit Card            $16,422

Citibusiness Platinum           Credit Card             $15,068

Arizona Department of Revenue                           $15,000

AT&T Universal Card             Bank Loan               $14,136

First Equity Card               Credit Card             $11,987

Chris Connolly Electric                                 $10,000

Pbk Construction                Trade debt              $10,000

American Express                                         $9,035


MOVIE GALLERY: Creditor Groups Ink Pact to Support Ch. 11 Plan
--------------------------------------------------------------
Movie Gallery, Inc. disclosed that all of its key creditor groups
have entered into an agreement to support the company's Plan of
Reorganization filed on Dec. 22, 2007.  The Consenting Holders
include Sopris Capital Advisors LLC, holders of just over two-
thirds of the debt under Movie Gallery's first lien credit
agreement, holders of a majority of the debt under Movie Gallery's
second lien credit agreement and holders of a majority of the debt
under Movie Gallery's 11% Senior Notes.  Pursuant to the
agreement, Sopris will place $50 million into escrow in support of
its commitment to backstop the rights offering to be offered in
connection with the Plan.

As reported in the Troubled Company Reporter in Dec. 26, 2007, the
company filed its Plan and Disclosure Statement with the U.S.
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division late last year.  The Plan provides for:

   -- Conversion of the company's $325 million 11% Senior Notes
      and other general unsecured claims into new equity of
      reorganized Movie Gallery;

   -- Conversion of approximately $72 million of the company's
      $175 million second lien indebtedness, held by Sopris, into
      equity of reorganized Movie Gallery;

   -- The company's first lien indebtedness would remain in place
      on restructured terms in accordance with that certain First
      Lien Term Sheet attached to the Plan;

   -- The company's remaining second lien debt (following
      conversion of the second lien debt held by Sopris) would
      remain in place on restructured terms set forth in that
      certain Second Lien Term Sheet attached to the Plan;

   -- A commitment by Sopris to backstop a $50 million equity
      rights offering to be made available to eligible 11% Senior
      Noteholders; and

   -- Existing shares of the company's common stock will be
      cancelled.

"We appreciate the cooperation of our major constituents and
believe that their strong support will facilitate our successful
restructuring," Joe Malugen, Chairman, President and Chief
Executive Officer of Movie Gallery, said.  "In addition, we thank
our customers, our business partners and the partners and
associates of Movie Gallery and Hollywood Video for their
continued loyalty.  We are making significant progress in our
efforts to reposition the Company for improved performance and we
look forward to creating value for all of its stakeholders upon
emergence."

Movie Gallery will ask the Bankruptcy Court to confirm the Plan
early in the second quarter of 2008, and expects to emerge from
bankruptcy shortly thereafter.  The Plan and Disclosure Statement
have not been approved by the Bankruptcy Court.  As a result, the
Plan and Disclosure Statement may be materially modified before
approval.

                      About Movie Gallery

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

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have asked the Court to extend their plan-
filing exclusive periods to June 13, 2008.  (Movie Gallery
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MT CALVARY: Case Summary & Two Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mt. Calvary Missionary Baptist Church of
        Jacksonville, Inc.
        4751 Walgreen Road
        Jacksonville, FL 32209

Bankruptcy Case No.: 08-00314

Type of Business: The Debtor owns and manages a church.

Chapter 11 Petition Date: January 21, 2008

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Rehan N. Khawaja, Esq.
                  817 North Main Street
                  Jacksonville, FL 32202
                  Tel: (904) 355-8055
                  Fax: (904) 355-8058

Total Assets: $6,997,000

Total Debts:  $3,803,323

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       Employment taxes      $10,000
P.O. Box 21126
Philadelphia, PA 19114

Platinum Plus For Business     Credit card           $6,000
P.O. Box 15710                 purchases
Wilmington, DE 19886-5710


MTI TECHNOLOGY: Court Approves CMA Business as Auctioneer
---------------------------------------------------------
MTI Technology Corporation obtained authority from the Honorable
Erithe A. Smith of the United States Bankruptcy Court for the
Central District of California to employ CMA Business Credit
Services as its auctioneer.

As reported in the Troubled Company Reporter on Jan. 4, 2008,
CMA Business is expected to auction accumulated items from the
Debtor's various office location at its headquarters at 15641 Red
Hill Avenue, Suite 200 in Tustin, California.

In addition, the firm will provide a copy of its surety bond and
increase certificate and auctioneer report defining the sales,
amount and respective buyer and as required by the U.S. Trustee
guidelines.

The Debtor told the Court that the auction value of the assets is
approximately $50,000 to $60,000.

The Debtor said that it agreed to pay to the firm 12.5% buyer's
premium on the gross sale of the auction and $4,750 for
advertising costs.

Charles G. Klaus, an employee of the firm, assured the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.
Omni Management Group LLC serves as the Debtor's claim, noticing
and balloting agent.  The U.S. Trustee for Region 16 appointed
nine creditors to serve on an Official Committee of Unsecured
Creditors in the Debtor's case.  Winthrop Couchot Professional
Corporation represents the Committee as general insolvency
counsel.  As of July 7, 2007, the Debtor had total assets of
$64,002,000 and total debts of $58,840,000.


NATIONAL STATES: A.M. Best Revises Outlook from Negative to Stable
------------------------------------------------------------------
A.M. Best Co. has revised the outlook for the financial strength
rating to stable from negative for National States Insurance
Company (St. Louis, MO).

A.M. Best also has affirmed the FSR of B- (Fair) and assigned an
issuer credit rating of "bb-" to National States.  The outlook for
the ICR is stable.

National States has taken a number of corrective actions,
including increasing the amount of reinsurance on its life
products to offset new business strain on its capital;
implementing rate increases on its senior health business; and
discontinuing its graded benefit life products segment.  These
actions, combined with lower incurred life and health benefits and
a lower number of inforce policies, have resulted in profitable
operations over the past two years.  National States' capital
position has reported some growth, primarily as a result of net
income.

A.M. Best believes National States will continue to be challenged
in managing its run-off South Florida home health care block and
trying to grow its Medicare supplement business near term.

Additionally, while improved, National States still maintains a
relatively modest risk-adjusted capital position.

Founded in 1899, A.M. Best Company is a global full-service credit
rating organization dedicated to serving the financial and health
care service industries, including insurance companies, banks,
hospitals and health care system providers.


NEFF CORP: Posts $9.4 Million Net Loss in 2007 Third Quarter
------------------------------------------------------------
Neff Corp. reported a net loss of $9.4 million on total revenues
of $81.4 million in the three months ended Sept. 30, 2007,
compared with net income of $8.5 million on total revenues of
$85.3 million in the corresponding period in 2006.

Total revenues for the three months ended Sept. 30, 2007,
decreased 4.6% to $81.4 million from $85.3 million for the three
months ended Sept. 30, 2006.

Rental revenues for the three months ended Sept. 30, 2007,
decreased 6.6% to $70.1 million from $75.1 million for the three
months ended Sept. 30, 2006.  The decrease in rental revenues was
primarily due to a decrease in the percentage of equipment on rent
and a decrease in rental rates.

Equipment sales revenue for the three months ended Sept. 30, 2007,
increased 24.7% to $7.4 million from $6.0 million for the three
months ended Sept. 30, 2006.

Revenues from the sales of parts and service for the three months
ended Sept. 30, 2007, decreased 9.4% to $3.9 million from
$4.3 million for the three months ended Sept. 30, 2006.  The
decrease in parts and service revenue was primarily due to the
decrease in rental revenues resulting in less revenue generated by
parts and service.

Gross profit for the three months ended Sept. 30, 2007, decreased
23.9% to $33.7 million or 41.4% of total revenues from
$44.3 million or 51.9% of total revenues for the three months
ended Sept. 30, 2006.  The decrease in gross profit was primarily
due to a decrease in rental revenue gross profit of $9.6 million.

Income from operations for the three months ended Sept. 30, 2007,
decreased to $837,000 from $22.5 million for the three months
ended Sept. 30, 2006, primarily as a result of the aforementioned
decrease in gross profit and an increase in other depreciation and
amortization expense primarily due to the effect of purchase
accounting adjustments related to the amortization of intangible
assets, which increased amortization expense by approximately
$10.8 million in the three months ended Sept. 30, 2007.

Interest expense for the three months ended Sept. 30, 2007,
increased 19.0% to $16.0 million from $13.5 million for the three
months ended Sept. 30, 2006.  The increase was primarily due to
increased borrowings incurred as a result of the acquisition by
affiliates of Lightyear Capital LLC, a private equity firm, and
certain other investors of all the outstanding shares of the
company.  The Acquisition closed on May 31, 2007.

                 Senior Secured Credit Facilities

As of Sept. 30, 2007, borrowings under the senior secured second
lien term loan totaled $290.0 million and borrowings under the
$350.0 million senior secured asset-based revolving credit
facility totaled $203.0 million, leaving $133.1 million available
for additional borrowings.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$985.0 million in total assets, total liabilities of
$799.9 million, and $185.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?273b

                      About Neff Corporation

Headquartered in Miami, Neff Corp. -- http://www.neffrental.com/
-- is an equipment rental company in the United States.  Through
its 66 branches located primarily in the Sunbelt states, the
company rents a broad variety of construction and industrial
equipment, including earthmoving, material handling, aerial,
compaction and related equipment.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services revised its outlook on Neff
Corp. to negative from stable as a result of persistent weakness
in some of Neff's end markets that have been affected by the
residential housing slump.

Neff Corp. continues to carry Standard and Poor's long term
foreign and local issuer credit rating at 'B+'.


NIDA DESMARAIS: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nida Segundo Desmarais
        470 Kaao Street
        Kahului, HI 96732

Bankruptcy Case No.: 08-00047

Chapter 11 Petition Date: January 18, 2008

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  Law Office of Ramon J. Ferrer
                  135 South Wakea Avenue, Suite 212
                  Kahului, HI 96732
                  Tel: (808) 877-3682
                  Fax: (808) 871-9557

Total Assets: $1,260,800

Total Debts:  $1,209,520

Debtor's list of its Six Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Washington Mutual               1st and 2nd Mortgage     $820,000
P.O. Box 78148
Phoenix, AZ 85062

Countrywide                     Mortgage               $370,000
Stop SD_314B P.O. Box 5170
Simi Valley, CA 93062-5170

Sallie Mae                      Student Loan             $8,000
120671 Bluemont Way
Reston, VA 2019

Ford Motor Credit               Auto Loan                $6,600

Capitol One                     Credit Card              $3,000

1st Premier Bank                 Credit Card              $1,020


NORTHWEST AIRLINES: Commences Merger Talks with Delta Air & UAL
---------------------------------------------------------------
Northwest Airlines Corp. and UAL Corp. have engaged in formal
merger talks with Delta Air Lines Inc., reports The Wall Street
Journal.

WSJ says Delta, which is in the early stages of discussions with
both Northwest and UAL, hopes to reach an agreement with one of
them over the next two weeks.

Delta is anticipating a deal disclosure early as mid-February
after Delta's board meeting scheduled early in the month, says the
report.

"A special committee of the board is working with management to
explore strategic options, including potential consolidation
transactions.  However, we are not providing updates, while this
process is ongoing," Delta spokeswoman Betsy Talton, said.

Northwest and UAL declined to comment.

A UAL-Delta or a Northwest-Delta merger, which would likely be a
stock for stock transaction, would make Delta the largest airline
in the world, according to reports.

Experts in the airline industry, however, believe that a
Northwest-Delta merger is more likely as Delta's Chief Executive
Richard Anderson was previously CEO at Northwest, and is already
well acquainted with Northwest's operations.

Senator Johnny Isakson, a Georgia Republican, said that Mr.
Anderson told him in December that if there's a merger or an
acquisition, Delta would keep its name and Atlanta hub, Bloomberg
News reports.

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of
the Debtors' Disclosure Statement on March 26, 2007.  On
May 21, 2007, the Court confirmed the Debtors' Plan.  The Plan
took effect May 31, 2007.

                        *     *     *

Moody's Investor Services placed Northwest Airlines Corp.'s long
term corporate family and probability of default ratings at 'B1'
in May 2007.  The ratings still hold to date with a stable
outlook.


OMEGA HEALTHCARE: Paying Common Stock Dividend on February 15
-------------------------------------------------------------
Omega Healthcare Investors Inc.'s board of directors declared a
common stock dividend of $0.29 per share, increasing the quarterly
common dividend by $0.01 per share over the prior quarter, and
declared its regular quarterly dividend for the company's Series D
preferred stock.

The company's board also disclosed a common stock dividend of
$0.29 per share, to be paid Feb. 15, 2008, to common stockholders
of record on Jan. 31, 2008.  To date, the company had
approximately 68.5 million outstanding common shares.

                       Preferred Dividend

The company's board of directors also declared its regular
quarterly dividend for the Series D preferred stock, payable Feb.
15, 2008, to preferred stockholders of record on Jan. 31, 2008.
Series D preferred stockholders of record on Jan. 31, 2008, will
be paid dividends in the approximate amount of $0.52344, per
preferred share on Feb. 15, 2008.

The liquidation preference for the company's Series D preferred
stock is $25 per share.  Regular quarterly preferred dividends
represent dividends for the period Nov. 1, 2007 through
Jan. 31, 2008.

                     About Omega HealthCare

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit, 'BB' senior unsecured debt, and 'B+' preferred stock
ratings on Omega Healthcare Investors Inc.  These actions affect
$603.5 million in rated securities.  The outlook is stable.


PEP BOYS: Harry Yanowitz to Step Down as Chief Financial Officer
----------------------------------------------------------------
The Pep Boys - Manny, Moe & Jack disclosed the planned departure
of chief financial officer Harry Yanowitz in order to pursue other
business interests.  Mr. Yanowitz will continue in his duties
until such time as the company's financial statements for fiscal
2007 are completed and will assist the company in its search for
his replacement.

"Harry has been instrumental in building Pep Boys' potential and
strong financial condition," president and chief executive
officer, Jeff Rachor said.  "He engineered a strong balance sheet,
affording us great flexibility to achieve success with our long-
term strategic plan."

"We wish him well in his future endeavors and greatly appreciate
his willingness to close out fiscal 2007 and facilitate a smooth
transition," Mr. Rachor added.

"I am pleased to have had the opportunity to work with Jeff and
our new management team in developing Pep Boys' long-term
strategic plan," Mr. Yanowitz remarked.  "With the initial steps
in the execution of that plan successfully underway, I believe
that the timing is now right for me to pursue other long-held
interests."

"Pep Boys is well positioned to continue to reduce indebtedness,
grow the business and create substantial value for its
shareholders," Mr. Yanowitz continued.

              About Pep Boys - Manny, Moe & Jack

Headquartered in Philadelphia, Pennsylvania, The Pep Boys - Manny,
Moe & Jack (NYSE:PBY) -- http://www.pepboys.com/-- is an
automotive retail and service chain.  The company operates in the
automotive aftermarket.  It is engaged principally in the retail
sale of automotive parts, tires and accessories, automotive
repairs and maintenance and the installation of parts.  Pep Boys
has over 560 stores and approximately 6,000 service bays in 35
states and Puerto Rico.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Moody's Investors Service placed all ratings of Pep Boys Manny Moe
& Jack under review for possible downgrade, including the
corporate family rating of B1.


PROPEX INC: Wants Court Nod to Use BNP Paribas' Cash Collateral
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to use
BNP Paribas Securities Corp.'s cash collateral.  Prior to Jan. 18,
2008, the working capital needs of the Debtors were met primarily
by a $360 million senior credit facility.

Pursuant to the terms and conditions of a prepetition credit
agreement and related documents, a syndicate of financial
institutions arranged by BNP Paribas Securities Corp., which
serves as administrative agent for the lender, agreed to provide
the senior credit facility, comprised of a $260 million term
loan, a $50 million revolving facility and a $50 million bridge
loan facility.

The Prepetition Credit Facility was secured by perfected, valid,
binding and non-avoidable first priority security interests and
liens upon substantially all of the assets of the Debtors.

In April 2006, the Debtors used the estimated after-tax proceeds
from the sale of one of their plants to repay the $50 million
bridge loan and to pay $11.5 million of the term loan.  In January
2007, the Prepetition Lenders waived, among other things, the
Debtors' compliance with certain financial covenants, and
required the Debtors to pay $20 million in debt related to the
credit facility from cash-on-hand.

In September 2007, the Debtors were in default under the
Prepetition Credit Agreement.  They were unable to refinance the
facility.  As of the Petition Date, the Debtors were indebted in
the aggregate principal of about $230 million to the Prepetition
Lenders.

Substantially all of the cash generated by the Debtors'
businesses as of the Petition Date constitutes "cash collateral,"
as the term is defined in Section 363(a) of the Bankruptcy Code,
and is subject to the interest of the Prepetition Lenders.

The financial lenders under a postpetition credit agreement,
under which (i) BNP Paribas also serves as administrative agent
and (ii) the the lenders have agreed to provide a $60 million
loan in favor of the Debtors, will also hold an interest in the
Debtors' cash.  The DIP Documents provide that the Debtors'
obligations under the DIP Facility will be secured by, among
other things, (i) a perfected first priority, senior priming lien
on all the property of the Debtors of any kind, senior to the
liens that secure the obligations of the Debtors, under the
Prepetition Loan Documents; (ii) first priority lien on all
unencumbered property and assets of the Debtors.

The Debtors intend to use the Cash Collateral of the Prepetition
Lenders and of the DIP Lenders, pursuant to the terms of a
monthly budget and cash forecast approved by BNP Paribas.

Pursuant to an agreement with BNP Paribas, the Debtors may use
the Cash Collateral during the period commencing immediately
following the entry of an interim order granting approval of the
DIP Financing through the date that is 10 days after the
occurrence of an event of default under the DIP Facility.

Pursuant to Section 364 of the Bankruptcy Code, the Prepetition
Lenders as holders of the Primed Liens will receive adequate
protection to the extent of any diminution in value of their
collateral in the form of:

   (i) replacement liens on all assets of the Debtors' estates,
       junior to the liens securing the DIP Facility and a
       superpriority claim junior to the superpriority claim
       granted to the DIP Lenders; provided that neither the
       superpriority claim or liens will be paid from or attach
       to the proceeds of avoidance actions; and

  (ii) subject to the rights of all parties under Section 506(b)
       of the Bankruptcy Code, the payment of reasonable fees and
       expenses of the agent under the Prepetition Loan
       Documents, and, subject to the rights of all parties under
       Section 506(b) of the Bankruptcy Code, the payment of
       interest at the respective contractual non-default rates
       set forth in the Prepetition Loan Documents.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
proposed lead counsel of the Debtors, relates that the Debtors
require the immediate use of the Cash Collateral and financing
for, among other things, the purchase of their inventory,
maintenance of their facilities, and other working capital needs.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  (Propex Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROPEX INC: Wants Access to $60 Million DIP Financing
-----------------------------------------------------
Propex Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee, on an
interim and final basis, to obtain postpetition secured loans,
advances, and other financial accommodations of up to $60 million,
subject to the terms and conditions of a credit agreement and
related loan documents between the Debtors and BNP Paribas, as
administrative agent for certain financial institutions.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
proposed lead counsel of the Debtors, relates that the Debtors do
not have sufficient available sources of working capital to
operate their businesses in the ordinary course without
postpetition financing.  The Debtors believe that the DIP
financing with BNP Paribas presents the best option available to
them and would enable them to preserve their value as a going
concern.

The salient terms of the proposed DIP Facility are:

    Borrower.      Propex, Inc.

    Guarantors.    Propex Holdings, Inc., Propex Concrete Systems
                   Corporation, Propex Fabrics International
                   Holdings I Inc., Propex Fabrics International
                   Holdings II Inc., and all other existing and
                   future subsidiaries of Propex, except for
                   foreign subsidiaries under certain conditions.

    Lenders.       A syndicate of financial institutions arranged
                   by BNP Paribas Securities Corp., which
                   includes BNP Paribas and Black Diamond
                   Commercial Finance, L.L.C.

                   BNP Paribas will serve as administrative agent
                   under the DIP Facility.

    Commitment &
    Availability.  The Credit Agreement provides for a revolving
                   credit facility of $60 million in the
                   aggregate, of which up to $20 million may be
                   used for the issuance of letters of credit.

    Availability.  Up to $10 million of the DIP Facility will be
                   available for draw on the Closing Date, and
                   thereafter will be available, subject to a
                   budget approved by the Administrative Agent,
                   on a revolving basis during the period
                   commencing the day after the Closing Date and
                   ending on the earlier of:

                      (i) the one year anniversary of the Closing
                          Date,

                     (ii) the date of substantial consummation of
                          a plan of reorganization which pays all
                          obligations under the DIP Facility in
                          full in cash, and

                    (iii) the date on which an unmatured default
                          or event of default under the DIP
                          Facility occurs.

                   In the event that a hearing on confirmation of
                   a plan of reorganization begins in the Chapter
                   11 cases on or before the Maturity Date, that
                   date will be extended for an additional 90
                   days; provided, however, that only $20,000,000
                   may be borrowed prior to the entry of a Final
                   Order.

    Purpose.       The DIP Facility will be used to (i) pay fees
                   and expenses associated with the financings
                   and (ii) provide for the working capital
                   requirements and other general corporate
                   purposes of Propex, Propex Holdings and their
                   subsidiaries during the Debtors' Chapter 11
                   cases.

    Priority and
    Liens.         All obligations under the DIP Facility will,
                   at all times:

                   * be entitled to super-priority claim status
                     in the Chapter 11 cases; provided that those
                     claims will not be paid from the proceeds of
                     avoidance actions;

                   * be secured by a perfected first priority
                     lien on all unencumbered property and assets
                     of the Debtors, with the exception of
                     proceeds of avoidance actions;

                   * be secured by a perfected junior lien on all
                     property and assets of the Debtors that are
                     subject to valid and perfected liens in
                     existence at the time of the commencement of
                     the Chapter 11 cases or to valid liens in
                     existence at the time of the commencement;
                     and

                   * be secured by a perfected first priority,
                     senior priming lien on all the property of
                     the Debtors of any kind, senior to (a) the
                     liens that secure the obligations of the
                     Debtors under the $360,000,000 Prepetition
                     Credit Facility and (b) any liens to which
                     the liens are senior.

    Carve-Out.     The Primed Liens and liens and rights granted
                   to the DIP Agent and DIP Lenders are subject
                   in each case only to (i) in the event of an
                   occurrence and during the continuance of an
                   Event of Default, the payment of allowed and
                   unpaid professional fees and disbursements
                   incurred after the Event of Default by the
                   Debtors and any statutory committees appointed
                   in the Chapter 11 cases in an aggregate amount
                   to be agreed upon, (ii) allowed and unpaid
                   Professional Fees incurred prior to notice of
                   an Event of Default; and (iii) the payment of
                   the fees pursuant to Section 1930 of the
                   Judicial and Judiciary Procedures Code.

    Interest.      All amounts outstanding under the Senior
                   Credit Facilities will bear interest, at the
                   option of Propex, at the Base Rate or at the
                   reserve adjusted LIBOR Rate plus, in each
                   case, an applicable margin of 4%.

    Events of
    Default.       Events of Default include, among other things,
                   failure to pay amounts due under the DIP
                   Facility.  In addition, it will be an event
                   of default if Propex has not:

                      (i) delivered to the Lenders a
                          comprehensive five-year business
                          plan and projections on or before the
                          six-month anniversary of the Petition
                          Date;

                     (ii) delivered to the DIP Lenders a proposed
                          reorganization plan on or before the
                          eight-month anniversary of the Petition
                          Date; and

                    (iii) filed with the Bankruptcy Court a
                          proposed reorganization plan and
                          accompanying disclosure statement on or
                          before the nine-month anniversary of
                          the Petition Date.


    Fees and
    Expenses.      * An aggregate closing fee equal to 2% of
                     the commitments in respect of the DIP
                     Facility earned and payable on the Closing
                     Date

                   * An unused Commitment Fee equal to 0.75% of
                     the average unused facility amount

                   * A prepayment fee equal to 2% of the
                     Revolving Loan Commitment Amount in the
                     event of a voluntary termination of the DIP
                     Facility.

    Indemnification
                    The Credit Agreement provides for full
                    indemnification rights in favor of the Agent
                    and DIP Lenders except for liability
                    resulting solely from their gross negligence
                    or willful misconduct.

The Debtors, on Jan. 18, 2008, submitted a copy of the most recent
draft of the Credit Agreement.  A full-text copy of the draft is
available for free at:

     http://bankrupt.com/misc/Propex_Draft_DIPAccord.pdf

Mr. Kaim notes that the Credit Agreement has not been executed by
the parties due to time constraints and is still subject to final
negotiations.

                           About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  (Propex Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROPEX INC: Wants to Employ King & Spalding as Lead Counsel
-----------------------------------------------------------
Propex Inc. and its debtor-affiliates ask authority of the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
King & Spalding LLP, as their lead counsel in their Chapter 11
cases.

Lee McCarter, executive vice president and chief financial
officer of Propex, Inc., relates that the Debtors selected King &
Spalding because of the firm's extensive experience and
expertise in business reorganizations and bankruptcy proceedings.

Mr. McCarter asserts that King & Spalding has the necessary legal
background to deal effectively with many of the potential legal
issues and problems that may arise in the context of the Debtors'
bankruptcy cases.

As the Debtors' lead counsel, King & Spalding will:

   * advise the Debtors on their powers and duties as debtors-in-
     possession in the continued management and operation of
     their business;

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

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

   * negotiate and prepare a plan of reorganization, a disclosure
     statement, documents relating to the disposition of assets,
     and other related documents on behalf of the Debtors;

   * advise the Debtors on federal and state regulatory matters;

   * advise the Debtors on finance, and finance-related matters
     and transactions, as well as matters relating to the sale of
     the Debtors' assets; and

   * perform other legal services for the Debtors as may be
     necessary and appropriate.

In exchange for the contemplated legal services, the Debtors will
pay King & Spalding based on the firm's applicable hourly rates:

           Professional               Hourly Rate
           ------------               -----------
           Attorneys                 $275 to $800
           Clerks/Legal Assistants   $120 to $255

The Debtors will also reimburse the firm for expenses it may
incur, including travel costs and temporary employment of
additional staff, relating to any work undertaken.

King & Spalding has done, has been paid fees and expenses for,
intellectual property work for the Debtors.  As a result, King &
Spalding received a $200,000 retainer from the Debtors on Jan. 3,
2008.  Furthermore, prior to the Petition Date, the firm received
payments, aggregating $69,918, from the Debtors, in contemplation
or in connection with the Chapter 11 cases.

Henry J. Kaim, Esq., a partner of King & Spalding, assures the
Court that his firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Kaim notes that as of the Petition Date,  King & Spalding had
an outstanding balance of more than $70,000 for its services and
expenses incurred.  If the Court approves payment of the fees,
King & Spalding will write off the amounts and and will not
assert an unsecured claim for the amounts against the Debtors.
The firm will also write off approximately $250,000 of fees and
expenses for non-reorganization work incurred prepetition, and
will not assert a claim for the amounts.

                         About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000. (Propex Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Case Summary & 57 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Quebecor World (U.S.A.), Inc.
             150 42nd Street
             New York, NY 10034

Bankruptcy Case No.: 08-10152

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 22, 2008:

     Entity                                          Case No.
     ------                                          --------
     Quebecor World DB Acquisition Corp.             08-10163
     Quebecor World Loveland Inc.                    08-10164
     QW Memphis Corp.                                08-10165
     Quebecor World Arcata Corporation               08-10166
     Quebecor World Systems Inc.                     08-10167
     Quebecor World Retail Printing Corp.            08-10168
     Quebecor World Printing (USA) Corp.             08-10169
     The Webb Company                                08-10170
     Quebecor World Taconic Holdings Inc.            08-10171
     WCZ, LLC                                        08-10172
     Quebecor World Nevada Inc.                      08-10173
     Quebecor World Lease G.P.                       08-10174
     WCP-D, Inc.                                     08-10175
     Quebecor World Krueger Acquisition Corp.        08-10176
     Quebecor World Book Services LLC                08-10177
     Quebecor World Dubuque Inc.                     08-10178
     Quebecor World Pendell Inc.                     08-10179
     Quebecor World Fairfield Inc.                   08-10180
     Quebecor World Nevada II LLC                    08-10181
     QW New York Corp.                               08-10182
     Quebecor World Mt. Morris II LLC                08-10183
     Quebecor World Atglen Inc.                      08-10184
     Quebecor World Hazleton Inc.                    08-10185
     Quebecor World Atlanta II LLC                   08-10186
     Quebecor World Memphis LLC                      08-10187
     Quebecor World Magna Graphic Inc.               08-10188
     Quebecor World Dallas L.P.                      08-10189
     Quebecor World Lincoln Inc.                     08-10190
     Quebecor World Olive Branch Inc.                08-10191
     Quebecor World Petty Printing Inc.              08-10192
     Quebecor World RAI Inc.                         08-10193
     Quebecor World Waukee Inc.                      08-10194
     Quebecor World Eusey Press Inc.                 08-10195
     Quebecor Printing Aviation Inc.                 08-10196
     Quebecor World Century Graphics Corporation     08-10197
     Quebecor World Dallas II Inc.                   08-10198
     Quebecor World Dittler Brothers Inc.            08-10199
     Quebecor World Infiniti Graphics Inc.           08-10200
     Quebecor World KRI Inc.                         08-10201
     Quebecor World Logistics Inc.                   08-10202
     Quebecor World Mid-South Press Corporation      08-10203
     Quebecor World Lease LLC                        08-10204

Debtor-affiliates that filed separate Chapter 11 petitions on
Jan. 21, 2008:

     Entity                                          Case No.
     ------                                          --------
     Quebecor World Capital II, L.L.C.               08-10153
     Quebecor World Capital Corp.                    08-10154
     Quebecor World Capital II, G.P.                 08-10155
     Quebecor Printing Holding Co.                   08-10156
     Quebecor World Johnson & Hardin Co.             08-10157
     Quebecor World Buffalo, Inc.                    08-10158
     Quebecor World San Jose, Inc.                   08-10159
     Quebecor World Northeast Graphics, Inc.         08-10160
     Quebecor World U.P./Graphics, Inc.              08-10161
     Quebecor World Great Western Publishing, Inc.   08-10162

Type of Business: The Debtors provide market solutions, including
                  marketing and advertising activities, and print
                  solutions to retailers, branded goods companies,
                  catalogers and to publishers of magazines, books
                  and other printed media.  They have around 100
                  printing and related facilities in North
                  America, Latin America and Asia.  In the United
                  States, they have 82 facilities in 30 states,
                  and are engaged in the printing of books,
                  magazines, directories, catalogs and direct
                  mail.  In Canada, they have 17 facilities in
                  five provinces, through which they offer a mix
                  of printed products and related value-added
                  services to the Canadian market and
                  internationally.  Their primary print services
                  categories are magazines, retail inserts,
                  catalogs, books, directories, direct mail, pre-
                  media, logistics and other related value-added
                  services.  See http://www.quebecorworldinc.com/

Chapter 11 Petition Date: January 21, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Anthony D. Boccanfuso, Esq.
                  Arnold & Porter, L.L.P.
                  399 Park Avenue
                  New York, NY 10022
                  Tel: (212) 715-1315
                  Fax: (212) 715-1399

Consolidated Quarterly Financial Condition as of September 2007:

   Total Assets: $5,554,900,000

   Total Debts:  $4,140,700,000

Debtors' Consolidated List of 57 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Royal Bank of Canada as        revolving credit      $735,000,000
Administrative Agent under a   facility; value
Revolving Credit Facility      of security:
Attention: Nigel Delph         $135,000,000
One Liberty Plaza, 4th Floor
New York, NY 10006-1404

Wilmington Trust Co., as       notes                 $450,000,000
Indenture Trustee for 8.75%
Senior Notes due in 2016
Attention: Geoffrey J. Lewis
Rodney Square North
1100 North Market Street
Wilmington, DE 19801
Tel: (302) 636-6438
Fax: (302) 636-4145

                               notes (as indenture   $400,000,000
                               trustee for 9.75%
                               senior notes due in
                               2015)

                               notes (as indenture   $398,200,000
                               trustee for 6.125%
                               senior notes due in
                               2013)

                               notes (as indenture   $199,900,000
                               trustee for 4.875%
                               senior notes due in
                               2008)

Societe Generale (Canada),     equipment financing   $184,321,796
under an Equipment Financing   loan; value of
Agreement                      security:
Attention: Benoit Desmarais,   $135,000,000
Managing Director Export
Finance
1501 McGill College Avenue,
Bureau 1800
Montreal (Quebec) H3A 3M8
Tel: (514) 841-6014
Fax: (514) 841-6259

Abitibi Consolidated Sales     trade debt            $9,256,226
A.R. Department
1228 Paysphere Circle
Chicago, IL 60674
Tel: (914) 640-8600
Fax: (914) 640-8900

Cellmark Paper, Inc.           trade debt            $6,633,295
A.R. Department
P.O. Box 7777
Philadelphia, PA 19175-0509
Tel: (203) 363-7820
Fax: (203) 363-7825

Midland Paper                  trade debt            $5,488,174
A.R. Department
6330 West Sunset Road
Chicago, IL 60674
Tel: (847) 777-2552
Fax: (847) 777-2551

Bowater, Inc.                  trade debt            $4,082,616
A.R. Department
P.O. Box 7
Catawba, SC 29704
Tel: (800) 952-1582
Fax: (803) 282-9562

A.I.G. Credit Corp. of Canada  premium financing     $3,694,951
Attention: Isabelle Gervais,   agreement
Branch Manager, Assistant
Vice-President
2000 McGill College Avenue,
Suite 1200
Montreal, QC H3A 3H3 Canada
Tel: (514) 987-2905
Fax: (514) 987-5326

Catalyst Paper, Inc.           trade debt            $3,339,490
A.R. Department
3600 Lysander Lane, 2nd Floor
Richmond, B.C. CA. V7B 1C3
Tel: (604) 247-4400
Fax: (604) 247-0512

The Bank of New York as        notes                 $3,200,000
Indenture Trustee for 6.50%
Senior Notes Due in 2027
Attention: Arlene Thelwell
Assistant Vice-President
Global Trust Services,
Americas
101 Barclay Street, 4E
New York, NY 10286
Tel: (212) 815-4869
Fax: (212) 815-5008

Graphic Communications         trade debt            $2,610,161
A.R. Department
International Union
Local 765
70 Fox Chapel Drive
Hudson, OH 44239
Tel: (330) 668-1993
Fax: (330) 650-8999

Norske Skog U.S.A., Inc.       trade debt            $2,448,176
A.R. Department
P.O. Box 8500-52978
Philadelphia, PA 19178-2978
Tel: (203) 254-5292
Fax: (203) 254-5290

Stora Enso North America       trade debt            $2,408,160
A.R. Department
2386 Collections, Center Drive
Chicago, IL 60693-0023
Tel: (800) 888-70STORA
Fax: (203) 356-2375

Packaging Corp. of America     trade debt            $2,214,339
A.R. Department
36596 Treasury Center
Chicago, IL 60694-6500
Tel: (334) 749-1788
Fax: (847) 482-4545

U.P.M. Kymmeme, Inc.           trade debt            $2,016,229
A.R. Department
999 Oakmont Plaza, Suite 200
Westmont, IL 60559
Tel: (630) 850-3310
Fax: (630) 850-3322

Myllykoski North America       trade debt            $1,904,950
A.R. Department
P.O. Box 4235, Station A
Toronto, ON, CA M5W 5P7
Tel: (514) 878-1977
Fax: (514) 878-2155

Aaron Direct                   trade debt            $1,795,527
A.R. Department
161 Washington Street,
11th Floor
Conshohocken, PA 19428
Tel: (610) 940-0800
Fax: (610) 940-0132

Day International, Inc.        trade debt            $1,461,126
A.R. Department
P.O. Box 643526
Pittsburgh, PA 15264-3526
Tel: (800) 877-8187
Fax: (513) 226-1466

NewPage Corp.                  trade debt            $1,441,655
A.R. Department
23504 Network Place
Chicago, IL 60673-1235
Tel: (847) 285-4800
Fax: (847) 285-4846

At Clayton Corp.               trade debt            $1,376,237
A.R. Department
P.O. Box 911405
Dallas, TX 75391-1405
Tel: (203) 861-1190
Fax: (203) 861-1170

Roosevelt Paper Co.            trade debt            $1,063,058
A.R. Department
P.O. Box 790208
St. Louis, MO 63179
Tel: (800) 323-1778
Fax: (708) 771-7979

Horizon Paper Co.              trade debt            $1,030,897
A.R. Department
P.O. Box 10374
Newark, NJ 07193-0374
Tel: (212) 682-5820
Fax: (212) 986-0689

Quebecor World Baird-Ward,     pension plan          $900,000
Inc. Retirement Plan           funding
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Buffalo, Inc.   pension plan          $990,000
Retirement Plan for Hourly     funding
Employees
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Kingsport, Inc. pension plan          $990,000
Retirement Plan for Hourly     funding
Bargaining Unit Employees of
Kingsport, Hawkins, Sherwood
and Distribution
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Mount Morris    pension plan          $990,000
II, Inc. Employees' Pension    funding
Plan
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

The Pension Plan for Hourly    pension plan          $990,000
Employees of the Salem Gravure funding
Division of Quebecor World
(U.S.A.), Inc.
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Pension Plan    pension plan          $990,000
Attention: Helen Levine State  funding
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Milwood, Inc.                  trade debt            $931,984
A.R. Department
P.O. Box 960
Vienna, OH 44473-0960
Tel: (330) 359-5220
Fax: (330) 359-5781

Nippon Paper Industries U.S.A. trade debt            $899,188
Co.
A.R. Department
P.O. Box 11626
Tacoma, WA 98411-6626
Tel: (206) 623-1772
Fax: (360) 457-8675

Atmos Energy Marketing, L.L.C. utility debt          $897,041
A.R. Department
13430 Northwest Freeway,
Suite 700
Houston, TX 77040
Tel: (713) 688-7771

A.E.P. Industries              trade debt            $872,832
A.R. Department
P.O. Box 8500-50590
Philadelphia, PA 19178-8500
Tel: (800) 477-AEPI
Fax: (708) 389-3515

Blue Heron Paper Co.           trade debt            $848,968
A.R. Department
1200 West 7th Street,
Suite T2-210
Department 2964
Oregon, OR 97045-1809
Tel: (503) 650-4211
Fax: (503) 650-4595

H.B. Fuller Co.                trade debt            $834,873
A.R. Department
P.O. Box 73515
Chicago, IL 60673-7515
Tel: (888) 351-3521
Fax: (214) 285-8739

Xpedx                          trade debt            $815,551
A.R. Department
P.O. Box 32467
Hartford, CT 06150-2467
Tel: (201) 934-5115
Fax: (201) 934-5188

Tembec Enterprises, Inc.       trade debt            $783,953
A.R. Department
4542 Paysphere Circle
Chicago, IL 60674
Tel: (819) 627-8111
Fax: (819) 627-3177

Verso Paper                    trade debt            $757,133
A.R. Department
3630 Park 42 Drive, Suite 160D
Cincinnati, OH 45069
Tel: (800) 258-8852
Fax: (888) 293-0958

Oji Paper Canada, Ltd.         trade debt            $725,518
A.R. Department
1200 West 73rd Avenue,
Suite 1100
Port Mellon, BC CA VON 2S0
Tel: (604) 884-5223
Fax: (604) 884-2170

Federal Express                trade debt            $666,199
A.R. Department
P.O. Box 1140, Department A
Memphis, TN 38101-1140
Tel: (800) 622-1147
Fax: (901) 395-2000

Rock Tenn Co.                  trade debt            $617,010
A.R. Department
P.O. Box 102064
Norcross, GA 30071
Tel: (770) 448-2193
Fax: (678) 291-7666

Stadacona, Inc.                trade debt            $603,882
A.R. Department
1000 Stewart Avenue
Glen Burnie, MD 79443
Tel: (410) 590-8298
Fax: (418) 525-2995

Preprint Logistics Management  trade debt            $597,628
A.R. Department
105 Filley Street, Unit A
Bloomfield, CT 06002
Tel: (800) 596-2335
Fax: (860) 286-9290

Caraustar                      trade debt            $582,410
A.R. Department
3082 Pacific Avenue
Austell, GA 30106
Tel: (770) 948-6101
Fax: (770) 732-6209

Forbo Adhesives                trade debt            $581,447
A.R. Department
Station A
Toronto, ON CA M5W 4K9
Tel: (919) 433-1300
Fax: (919) 433-1301

Gould Paper Corp.              trade debt            $532,047
A.R. Department
2148 Paysphere Circle
Chicago, IL 60674-2148
Tel: (847) 441-6820
Fax: (847) 490-5376

Goss International Americas    trade debt            $504,402
A.R. Department
Lockbox 835055
Atlanta, GA 30353-5055
Tel: (603) 740-5965
Fax: (603) 940-5970

M.E.G.T.E.C. Systems, Inc.     trade debt            $495,562
A.R. Department
Lockbox 14268
Chicago, IL 60693-4268
Tel: (920) 336-5715
Fax: (920) 337-1534

Georgia Power Co.              utility belt          $489,781
A.R. Department
241 Ralph McGill Boulevard
Northeast
Atlanta, GA 30308
Tel: (404) 506-6526
Fax: (404) 506-3771

M.S.C. Industrial Supply Co.,  trade debt            $483,826
Inc.
A.R. Department
Department Ch 0075
Palatine, IL 60055-0075
Tel: (800) 645-7271

Randstad Staffing Services     trade debt            $476,637
A.R. Department
P.O. Box 2084
Carol Stream, IL 60132-2084
Tel: (877) 922-2468

Applied Industrial             trade debt            $476,257
A.R. Department
22510 Network Place
Chicago, IL 60673-1225
Tel: (216) 426-4000
Fax: (216) 426-4822

Merced Irrigation District     utility debt          $467,385
A.R. Department
Merced Irrigation District
744 West 20th Street
Merced, CA 95340
Tel: (209) 722-5761
Fax: (209) 722-6421

Motion Industries, Inc.        trade debt            $458,562
A.R. Department
P.O. Box 404130
Atlanta, GA 30384-4130
Tel: (209) 529-0261
Fax: (209) 529-1812

Hess Corp.                     utility debt          $422,835
A.R. Department
1185 Avenue of the Americas
New York, NY 10036
Tel: (212) 997-8500
Fax: (212) 536-8593

Sempra Energy Solutions        utility debt          $386,623
A.R. Department
101 Ash Street, 9th Floor
San Diego, CA 92101
Tel: (619) 696-3100
Fax: (619) 696-3103

Suez Energy Resources          utility belt          $383,783
A.R. Department
Corporate Communications
Suez Energy North America,
Inc.
1990 Post Oak Boulevard,
Suite 1900
Tel: (713) 636-0000
Fax: (713)636-1364


QUEBECOR WORLD: S&P Slashes Ratings to D on Chapter 11 Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
remainder of Quebecor World Inc.'s senior unsecured notes to 'D'
from 'CC'.  The downgrade follows Quebecor World's announcement
that its board has unanimously agreed to file for creditor
protection under the Companies' Creditors Arrangement Act in
Canada and under Chapter 11 of the U.S. Bankruptcy Code.

On Jan. 16, 2008, Standard & Poor's downgraded Quebecor World to
'D' from 'CCC' and lowered the ratings on the company's US$400
million 9.75% senior unsecured notes due 2015 to 'D' from 'CCC-',
following its nonpayment of interest expense on these notes.


RELIANT ENERGY: Has Until February 19 to File Chapter 11 Plan
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended Reliant Energy Channelview LP and its debtor-affiliates'
exclusive periods to:

   a) file a Chapter 11 plan until Feb. 19, 2008; and

   b) solicit acceptances of that plan until April 21, 2008.

As reported in the Troubled Company Reporter on Jan. 9, 2008,
the Debtors told the Court that they need sufficient time to
formulate and propose a Chapter 11 plan of reorganization to their
creditors.

The Debtors said that they are still working to arrange for a
going-concern sale of substantially all of their assets.  The
Debtors further said that they have contacted more than 115
interested purchaser and approximately 38 parties have signed
confidentiality agreements.

According to the Debtors, the sale transaction will provide
significant recoveries to all stakeholders in their Chapter 11
cases.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  Thomas E. Patterson, Esq., at Klee Tuchin
Bogdanoff & Stern LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  Benjamin
S. Seigel, Esq., and Paul S. Arrow, Esq., at Buchalter Nemer,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for bankruptcy, it listed assets and debts between
$1 million and $100 million.


REX WHEELER: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rex G. Wheeler, Jr.
        aka Rex Gregory Wheeler, Jr.
        fdba Bedrock Marketing, LLC
        dba Ockham Group
        3504 South Morningwood Ct
        PO Box 520610
        Salt Lake City, UT 84152

Bankruptcy Case No.: 08-20300

Chapter 11 Petition Date: January 18, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  Anna W. Drake P.C.
                  175 South Main Street
                  Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
John Martin                     Promissory Note        $976,000
(no address)

GBG Capital Leasing, LLC        Potential disputed     $775,000
10432 South Culmination Street  claim by landlord
South Jordan, UT 84095          under capital lease
                                with option to
                                purchase for property
                                situated at 2246
                                Arbor Ln, Salt Lake
                                City, UT 84417

Sam Perry                       Potential disputed     $550,000
(no address)                    claim by landlord
                                under capital lease
                                with option to
                                purchase for property
                                situated at 3563
                                Jetty Point, Carisbad,
                                CA 92010

Dirk Koetter                    Promissory Note        $500,000
4469 Cathys Club Drive
Jacksonville, FL 32224

Steven A. Kopper                Promissory Note        $384,000
8484 Jardim Way
Sandy, UT 84093-6903

Christopher Siavrakas           Potential disputed     $367,200
5739 West 5930 South            claim by landlord
Salt Lake City, UT 84118        under capital lease
                                with option to purchase
                                for property situated
                                at 2100 East 6200 South,
                                Holladay, UT 84121

Kent & Jean Jensen              Potential disputed     $350,500
543 North 100 West              claim by landlord
Brigham City, UT 84302          under capital lease
                                with option to
                                purchase for property
                                situated at 1112 East
                                200 South, Salt Lake
                                City, UT 84102

Mutiny Bay Capital, LLC         Promissory Note        $350,000
5805 East Turquoise Avenue      executed by Cardiff
Paradise Valley, AZ 85253       Investments, LLC
                                Property Certain, LLC,
                                Gilger Homes, LLC, Bruce
                                Meisenheimer, Kirk
                                Gilger and Debtor

New Haven Management, LLC       Potential disputed     $335,000
1902 North 775 West             claim by landlord
West Bountiful, UT              under capital lease
                                with option to
                                purchase for property
                                situated at 265 East
                                5900 South, Salt Lake
                                City, UT 84107

Alan Hyer                       Potential disputed     $333,000
2869 Lehman Avenue              claim by landlord
West Valley City, UT 84119      under capital lease
                                with option to
                                purchase for property
                                situated at 2569 East
                                3020 South, Salt Lake
                                City, UT 84109

Darby James                     Promissory Note        $325,000
11211 North Tatum Boulevard
Suite 130
Phoenix, AZ 85028

Weath Creations, LLC            Potential disputed     $305,000
744 East 3750 North             claim by landlord
Provo, UT 84604                 under capital lease
                                with option to
                                purchase for property
                                situated at 4087 South
                                1300 East, Salt Lake
                                City, UT 8124

Tim & Jodi Whittemore           Promissory Note        $300,000
4313 North 56th Pl
Phoenix, AZ 85018

Raquel M. Lindaas               Possible disputed      $295,000
1841 Wild Willow Ln             liability ralating
Sandy, UT 81093                 to Enlightened
                                Management LLC's sale
                                of 59 Notes

                                Debt incurred by       $295,000
                                Enlightened
                                Management LLC

Margaret Page Duryea            Promissory Note        $263,000
522 South 1200 East
Bountiful, UT 8401

Jeffrey & Tracey Wasson         Potential disputed     $260,289
(no address)                    claim by landlord
                                under capital lease
                                with option to
                                purchase for property
                                situated at 3207 West
                                2050 North, Clinton, UT

Richard Shepherd                Promissory Note        $250,000
18112 West Canyon Ln
Goodyear, AZ 85338

Elevation Investments, LLC      Potential disputed     $244,110
                                claim by landlord
                                under capital lease
                                with option to
                                purchase for property
                                situated at 873 South
                                Navajo Street, Salt
                                Lake City, UT

RC Capital LLC                  Potential disputed     $242,416
                                claim by landlord
                                under capital lease
                                with option to
                                purchase for property
                                situated at 3149 West
                                2050 North, Clinton, UT


SAINT VINCENT: Names John McDaniel as Chief Information Officer
---------------------------------------------------------------
Saint Vincent Catholic Medical Centers appointed John P. McDaniel
as Senior Vice President and Chief Information Officer.

The company said that Mr. McDaniel has more than 25 years of
experience in healthcare information systems management, and he
will be responsible for guiding St. Vincent's efforts to enhance
its technological infrastructure as it relates to new care-
delivery models.

"John McDaniel is a creative, accomplished and solution-oriented
individual," said Henry Amoroso, Saint Vincent's President and
CEO.  "He has the talent, experience and skills to lead
organizational change for information technology growth,
especially in clinical applications, and to take on the challenge
of helping to create New York's first all-new digital hospital.
We know he will bring a strong knowledge base and level of
sophistication to this task."

Mr. McDaniel joins Saint Vincent's from Siemens Medical Systems
where he served as a project director with executive
responsibility for key client accounts.  He comes to Saint
Vincent's with significant expertise in building technological
infrastructures for academic medical centers, large specialty and
multi-specialty clinics.  He has developed and managed corporate-
wide implementations of medical software applications in both
clinical and non-clinical areas.

Prior to joining Siemens, Mr. McDaniel was president of Health
Care Strategic Solutions, a consulting firm where he developed and
managed projects related to clinic information systems and the
utilization and integration of electronic record keeping processes
for a number of large medical centers.  He has also served as vice
president and chief information officer at the four-hospital,
1,250-bed McLaren Health Care Corporation in Michigan, Director
Medical Informatics at Emory University System of Healthcare, and
Chief Information Officer of The Emory Clinic in Atlanta.

"It is exciting to become part of the rich history of Saint
Vincent's," said John McDaniel, new Chief Information Officer of
Saint Vincent's.  "Executive management and physician leadership's
continued commitment to improving already exceptional level and
quality of patient care enabled by enterprise-wide access to
integrated patient clinical history will improve both patient and
physician satisfaction and access."

Mr. McDaniel holds a B.S. in Business Administration from Wright
State University.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: $13,445,259 Claims Expunged as of January 15
-----------------------------------------------------------
Saint Vincent's Catholic Medical Centers of New York delivered to
the U.S. Bankruptcy Court for the Southern District of New York on
Jan. 15, 2008, their Third Post-Confirmation Status Report
apprising Judge Hardin of the progress of the actions they have
under taken since the submission of their Second Post-Confirmation
Report dated Oct. 12, 2007, in relation to the confirmation of
their First Amended Chapter 11 Plan.

                       Claims Resolution

As of Jan. 15, 2008, more than 3,300 proofs of claim have been
filed in the Debtors' cases, which were subjected to a
comprehensive review and reconciliation.  To date, the Debtors
have filed 12 omnibus objections to, or resolved by Court-approved
stipulations settlements with, approximately 1,100 claims, Andrew
M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
discloses.

Pursuant to the Plan, the Debtors are authorized to resolve
disputed claims without further order of the Court.  The Plan
provides for the liquidation of medical malpractice claims as to
their amounts in accordance with non-bankruptcy law, which
requires approval of a state court in certain instances.

As of January 15, about 155 disputed claims totaling $16,647,396
have been either allowed or reclassified, while 15 claims
aggregating $13,445,259 were disallowed and expunged.  Two claims
totaling $50,271 have been withdrawn, Mr. Troops reports.

Accordingly, the Debtors continue to review and analyze
outstanding proofs of claim for potential objections to be filed
by no later than Aug. 30, 2008.  The deadline, according to Mr.
Troop, may be extended by the Court.

                   Distributions Under the Plan

The Post-Effective Date Debtors were required to make Deferred
Effective Date Payments under the Plan before Dec. 29, 2007.
Because the sale of Bayley Seton Hospital in Staten Island has not
yet closed, the Payments were made using funds other than the net
proceeds from the sale, Mr. Troop explains.

As of Oct. 12, 2007, the Debtors have made distributions
aggregating $21,546,591.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SAINT VINCENT: U.S. Trustee Balks at Huron Consulting's $15MM Pay
-----------------------------------------------------------------
Diana Adams, the United States Trustee for Region 2, asks the
Court to disallow all expenses and fees requested by Huron
Consulting Services LLP, for professional services it rendered to
the Debtors between Nov. 9, 2006, which is the date the firm's
"adverse interest" arose, and Nov. 27, 2006, which is the date
of resignation of Huron's managing director, Dawn Gideon.

Huron sought payment of $15,120,109 in final fees and
reimbursement of $2,102,238 in expenses for the period between
July 5, 2005, and Aug. 30, 2007.

The U.S. Trustee relates that she found out in November 2006 that
Ms. Gideon had been involved in negotiations with Bridge Regional
Health System regarding her employment, and the employment and
retention of Huron with the Debtors' asset purchaser.

Ms. Gideon was then the executive director of Saint Vincent's
Hospital Staten Island and the chief restructuring executive and
chief operations executive of Saint Vincents Catholic Medical
Centers.  Bridge Regional Health, the parent company of Bayonne
Medical Center and Castleton Acquisition Corporation, was in the
process of purchasing SVSI from the Debtors through Castleton.

The U.S. Trustee contends that Huron created an actual conflict of
interest and showed impropriety when it sought employment with
Bridge and at the same time it negotiated the sale of SVSI to
Castleton.  Huron's actions tainted the independence and
impartiality required of professionals under the Bankruptcy Code,
she asserts.

Huron also violated its duty to disclose connections when it
failed to promptly make a disclosure that it was pursuing
retention with Bridge, the U.S. Trustee adds.

The U.S. Trustee further contends that these requests for expense
reimbursement filed by Cain Brothers & Company LLC should be
disallowed:

       Amount Requested              Basis for Disallowance
       ----------------              ----------------------
    $9,832 for reimbursement        Request is not authorized
    of attorney's fees and          under the Bankruptcy Code
    expenses                        or the Retention Order.

    $559 for meal expenses          Necessity of the request
                                    is not justified.

    $324 for miscellaneous or       Support or justification
    out-of-pocket "general          of the request is not
    expenses"                       provided.

The U.S. Trustee informs the Court that she does not object to
(i) Cadwalader Wickersham & Taft's request for $5,449,383 in
professional fees, and (ii) Proskauer Rose LLP's fee request for
$37,820 and $472 for reimbursement of expenses.  The U.S. Trustee
notes that Cadwalader agreed to reduce its final request for
expenses reimbursement to $217,332.

In its review of Cain's final fee application, the Official
Committee of Unsecured Creditors reports that the firm has agreed
not to seek reimbursement for its legal fees and other expenses
that the U.S. Trustee disputed.  Thus, the Committee does not
object to Cain's fee request.

Similarly, the Debtors believe that Cain deserves to be
compensated for the services it rendered in their Chapter 11
cases.  The Debtors fully support the approval of all amounts
requested by the firm in its final application, as modified by the
U.S. Trustee's objection and response.

            Litigation Trustee Disputes Huron's Fees

Gray & Associates, LLC, the Litigation Trustee of the SVCMC
Litigation Trust, asked the Court to defer any ruling on Huron's
application for allowance of compensation and reimbursement of
expenses totaling $17,222,343 for pre- and postpetition
restructuring and management consulting services it provided to
the Debtors.

According to David M. Banker, Esq., at Lowenstein Sandler PC, in
New York, a litigation currently pending in the Supreme Court of
the State of New York on Huron's conduct that resulted in damages
to the Debtors are inherently intertwined with the firm's fee
application.

The State Court Litigation was commenced by the Official Committee
of Unsecured Creditors as later substituted by Gray & Associates.
The Litigation is entitled Gray & Associates, LLC, in its capacity
as Litigation Trustee, on behalf of the SVCMC Litigation Trust v.
Speltz & Weis LLC a.k.a. Wellspring Management Services LLC, David
E. Speltz, Timothy C. Weis, Huron Consulting Group, Inc. and Huron
Consulting Services LLC.

The Litigation, Mr. Banker emphasizes, revolve around the Huron's:

   (a) "secret" prepetition acquisition of Speltz & Weis LLC and
       participation in a confidentiality agreement that ensured
       non-disclosure of a serious conflict of interest to
       SVCMC's Board;

   (b) participation with Speltz & Weis in marked-up billings for
       the cost of its services to SVCMC as a sub-contractor
       without SVCMC's knowledge;

   (c) attempts to have both Speltz & Weis and Huron retained;

   (d) participation in injuring relationships between the
       Debtors, the Committee, and the U.S. Trustee, which
       culminated with the forced resignations of David E.
       Speltz as chief executive officer and Timothy C. Weis as
       chief financial officer, and the termination of McDermott
       Will & Emery LLP as the Debtors' counsel; and

   (e) causing delay in the filing of the Debtors' bankruptcy
       cases and the restructuring efforts.

Any final Court order with respect to Huron's professional fees
should not be in conflict with the Plan's provisions, Mr. Banker
points out.

Under the circumstances, the appropriate action for the Court is
to defer consideration of the Huron Application until after the
resolution of the State Court Litigation.  Otherwise, Mr. Banker
says, the Court should consider and rule on the Application on an
interim basis.

Alternatively, if the Court declines to defer a final ruling, the
Order approving the Huron Application should reserve all rights
and preserve all causes of action pending or which may be brought
by amendment in the State Court Litigation.

                         *     *     *

After due deliberation, Judge Hardin authorizes the Debtors to
award and satisfy the professionals' fees and expenses:

  Professional               Fees       Expenses         Total
  ---------                  ----       --------         -----
  Cadwalader,             $5,334,383    $102,860    $5,437,244
  Wickersham
  & Taft, LLP
  as counsel

  Cain Brothers            1,618,145      20,274     1,638,419
  & Company LLC as
  investment bankers

  Proskauer Rose LLP         301,171       6,495       307,666
  as special labor
  counsel

Any objection to the Huron Fee Application not otherwise resolved,
settled, compromised, or addressed in the Court Order is deemed
overruled.

                      About Saint Vincent's

Based in New York City, Saint Vincent's Catholic Medical Centers
of New York -- http://www.svcmc.org/-- the healthcare provider in
New York State, operates hospitals, health centers, nursing homes
and a home health agency.  The hospital group consists of seven
hospitals located throughout Brooklyn, Queens, Manhattan, and
Staten Island, along with four nursing homes and a home health
care agency.

The company and six of its affiliates filed for chapter 11
protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945
through 05-14951).  Gary Ravert, Esq., and Stephen B. Selbst,
Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter
11 cases.  On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil,
Gotshal & Manges LLP took over representing the Debtors in their
restructuring efforts.  Martin G. Bunin, Esq., at Thelen Reid &
Priest LLP, represents the Official Committee of Unsecured
Creditors.  As of Apr. 30, 2005, the Debtors listed $972 million
in total assets and $1 billion in total debts.  The Debtors filed
their Chapter 11 Plan of Reorganization accompanying a disclosure
statement explaining that Plan on Feb. 9, 2007.  On June 1, 2007,
the Debtors filed an Amended Plan & Disclosure Statement.  The
Court confirmed the Debtors' Amended Plan on July 27, 2007.

(Saint Vincent Bankruptcy News, Issue No. 67; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

As of July 31, 2007, Saint Vincent's balance sheet listed total
assets of $404,332,138, total liabilities $951,171,700, and total
net assets/equity deficit of $546,839,562.


SALANDER-O'REILLY: CRO Agrees to Move 231 Art Works for Protection
------------------------------------------------------------------
Lawrence Salander has agreed to transfer 231 art works from his
residences to Salander-O'Reilly Galleries LLC or at a warehouse,
Bloomberg News reports.  The gallery's chief restructuring officer
has picked out the art works from Mr. Salander's Manhattan and
country residences he believes is owned by the gallery.

However, Bloomberg News relates, the agreement between the owner
and CRO doesn't determine who owns the art works.  The U.S
Bankruptcy Court for the Southern District of New York has been
tasked to reconcile who owns what.

                       Townhouse For Sale

According to documents filed with the Court, Mr. Salander and his
wife, Julie, who were intending to sell their New York townhouse
for $25 million, balked at the removal of the art works because
they would lower the value of the place.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SEARS HOLDINGS: To Give More Control to Units Under Reorganization
------------------------------------------------------------------
Sears Holdings Corp. will amend the structure of its organization
in order to provide its "operating businesses with more control,
authority and autonomy", Reuters reports, citing the company's e-
mailed message.

According to the e-mail statement, the company will elect a leader
and an advisory committee, consisting of executives, to handle
each operating unit, Reuters says.

Reuters relates that the changes in Sears' organizational
structure was initially reported by The Wall Street Journal.

                     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.


SENTINEL MANAGEMENT: Court Set March 14 as Claims Bar Date
----------------------------------------------------------
The Hon. John H. Squires of the United States Bankruptcy Court for
the Northern District of Illinois established March 14, 2008, as
deadline for Sentinel Management Group Inc.'s creditors to file
proofs of claim.

The Court also set Feb. 13, 2008, as bar date for governmental
units.

All proofs of claim must be filed with the Court at:

   Everett McKinley Dirksen United States Courthouse
   Clerk of the Bankruptcy Court - Room 713
   219 South Dearborn Street
   Chicago, Illinois 60604

                    About Sentinel Management

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

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


SOLUTIA INC: DuPont Demands Payment of $1,394,718 Admin. Claim
--------------------------------------------------------------
E.I. DuPont de Nemours and Company asks the U.S. Bankruptcy Court
for the Southern District of New York to compel Solutia Inc. and
its debtor-affiliates to immediately pay a $1,394,718
administrative claim.

DuPont sold certain product on an exclusive basis to Solutia
Inc., pursuant to a contract dated Jan. 1, 2002.  The Contract
was assumed by Solutia pursuant to an order approved by the Court
in Oct. 19, 2005.

Allan L. Hill, Esq., at Phillips Lytle LLP, in New York, relates
that the Contract contained a "Meet or Release" provision, which
provided that if Solutia received an offer from a third party
supplier to supply Material to Solutia at a lower price than the
price currently charged by DuPont, then Solutia could demand that
DuPont either match the price of the new offer or release Solutia
from its obligation to purchase the Material from DuPont.  By
letter dated Feb. 17, 2006, Solutia invoked the "Meet or
Release" provision.

DuPont elected to "meet" the offer of the third party supplier,
effective immediately, subject to a third party audit to
determine whether Solutia met the terms of the "Meet or Release"
provision, Mr. Hill says.  Solutia and DuPont entered into an
amendment to the Contract as of March 1, 2006, to reflect those
new terms.  The Contract Second Amendment states that "if the
third party auditor . . . concludes that Solutia has failed to
comply with the meet or release clause of the Contract . . . this
Amendment shall be null and void and the Contract shall continue
as if this Amendment were never executed."

By letter agreement dated March 31, 2006, Solutia and DuPont
agreed to the terms under which a third party auditor would make
the determination of whether Solutia properly invoked the "Meet
or Release" provision.

On Aug. 29, 2007, BDO Seidman LLP, the third party auditor,
issued a report setting forth its conclusion that "Solutia did
not meet the terms of the 'Meet or Release' clause."

As a result of the BDO report, the Contract Second Amendment
setting forth reduced prices for the Material provided by DuPont
to Solutia is, by its own terms, null and void.  Mr. Hill
contends that DuPont is entitled to the difference between what
Solutia paid for Material between March 1, 2006, and Dec. 31,
2006, and what Solutia should have paid in absence of the
Contract Second Amendment, plus interest and certain rebates.
Solutia has refused to pay the Claim Amount.

                       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 Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 114; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOLUTIA INC: Files Second Supplement to Stock Offering Prospectus
-----------------------------------------------------------------
Solutia Inc. filed with the Securities and Exchange Commission a
second supplement to its Nov. 21, 2007 prospectus with respect to
the rights offering for 28,906,562 shares of new common stock.
The Supplement dated Jan. 14, 2008, amends and updates the
Prospectus.

Solutia is pursuing a proposed private placement of debt
securities and is meeting with potential lenders for its
anticipated new senior secured asset-based revolving credit
facility and new senior secured term loan facility.

The securities to be issued in the proposed private placement will
not be registered under the Securities Act of 1933, as amended,
and will not be offered or sold absent registration or an
applicable exemption from registration requirements.  Solutia
expects, but cannot provide any assurances that it will emerge
from bankruptcy by the end of January 2008.

Solutia distributed rights to subscribe for 28,906,562 shares of
the company's new common stock to certain pre-petition general
unsecured creditors, noteholders and holders of common stock.

Eligible creditors to participate in the creditor rights offering
may purchase new common stock at $13.33 per share.  Eligible
stockholders that will participate in the equity rights offering
may purchase new common stock at $17.23 per share.

Solutia disclosed that the closing price of its new common stock
was reported on the New York Stock Exchange at $17.60 per share
as of Jan. 11, 2008.  The ticker symbol for the stock is "SOA."
Currently the ticker symbol also includes the "wi" notation, which
means the stock is being traded on a "when issued" basis. The "wi"
notation will be removed when the stock begins "regular way"
trading.

Rosemary L. Klein, senior vice president, general counsel and
corporate secretary of Solutia, reports that assuming that the
confirmed Plan is consummated, certain creditors, holders of
equity interests or other entities may own significant portions
of the new common stock and may be principal stockholders of the
newly reorganized company.

The potential principal stockholders of reorganized Solutia
include Merrill Lynch, Pierce, Fenner and Smith Incorporated;
funds managed by Longacre Fund Management, LLC, and by Murray
Capital Management, Inc.; Bear, Stearns & Co. Inc.; Highland
Crusader Holding Corporation, and UBS Securities, LLC.

Those companies and their affiliates may potentially be holders
of up to 31% of the outstanding new common stock as a result of
their commitment obligation in case the creditor rights offering
at $13.33 per share is not fully funded, according to Ms. Klein.

Additionally, the Monsanto Company may potentially be a holder of
up to 17% of the outstanding new common stock, assuming the
equity rights offering at $17.23 per share is not fully funded.

Ms. Klein says that a significant portion of Solutia's debt and
equity is held in street name and through nominees.  Holders of
the company's debt, equity and claims are also able to trade in
those holdings until it emerges from Chapter 11.

Therefore, Solutia is unable to ascertain from the claims and
equity registers in its Chapter 11 case the aggregate amount of
new common stock that the potential principal stockholders, or
any other entity, will own of the emerged company.

A full-text copy of the Second Supplement to the Prospectus is
available for free at:

             http://ResearchArchives.com/t/s?273d

                       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 Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News, Issue No. 114; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SOVEREIGN COS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sovereign Companies LLC
        aka Sovereign Homes
        aka Sovereign Realty
        aka Sovereign Equipment, LLC
        11025 Dover Street, #100
        Westminster, CO 80021-5571

Bankruptcy Case No.: 08-00519

Chapter 11 Petition Date: January 18, 2008

Court: District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtors' Counsel: Christopher C. Simpson, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue, #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925
                  http://www.stinson.com/

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

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
CAVU/ROCK Investors LLC        working capital       $1,481,969
9846 Lorene Ln.
San Antonio, TX 78216

Rockwald, Ltd.                 unsecured note         $341,600
9846 Lorene Ln                 payable at 12%
San Antonio, TX 78216

New Frontier Bank              loans to Sovereign     $315,428
2435 35th Avenue               Companies, LLC;
Greeley, CO 80634-4102         Foxhill
                               Development, LLC;
                               Sovereign Pumkin
                               Ridge, LLC

Avaya Financial Services       travel expenses        $34,550

Jeff Fiebig                    travel expenses        $32,257

Dennis Malfer                                         $21,276

C Group Holdings               management fees        $14,628

Steve Henley                   reimbursable           $11,620

Capital One, FSB               expenses               $8,156

Compass Bank                   expenses               $8,136

Gale D. Pipkin                 management fees        $7,314

Denver Newspaper Agency        advertising            $5,4169

Financial Recruiting           recuiter fee           $5,250
Partners Inc.

Global Imaging                 purchase               $1,997

Madden & Madden                legal fees             $1,956

TransLease Inc.                property tax           $1,779

Amanda Krulis                  travel expenses        $1,430

Cherry Creek Internet Group    website                $1,320

Metrostudy                     contracts              $1,009

Sprint                         call expenses          $305


TRANS-GULF DRILLING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Trans-Gulf Drilling Services, Inc.
             200 Union Plaza Center
             1201 NW Loop 281
             Longview, TX 75604
             Tel: (903) 759-0010

Bankruptcy Case No.: 08-60050

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Trans-Gulf Rig No. 1, LP                   08-60051

Type of Business: The Debtors engage in gas and oil
                  exploration.
                  See: http://www.trans-gulf.com/

Chapter 11 Petition Date: January 18, 2008

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtors' Counsel: Jason T. Rodriguez, Esq., and
                  Mark A. Castillo, Esq.
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  http://www.curtislaw.net/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
United States Treasury                               $114,158
P.O. Box 105083
Atlanta, GA 30348

Traveler's Insurance                                 $86,932
10111 Richmond Avenue, Suite 200
Houston, TX 77042

P&W Sales Inc.                                       $74,354
405 N. Highway 135
Kilgore, TX 75662

Simons Petroleum                                     $66,582

Cananwill Inc.                                       $65,000

CRI                                                  $46,927

Blackie's R.T. & Sons Co.                            $50,668

Rex Morgan Welding                                   $47,099

ReedHycalog                                          $44,977

Cameron Exploration Inc.                             $42,887

Pine Tree I.S.D. Tax Office                          $42,121

Fas-Line Services                                    $30,532

Baird & Sons Equipment Inc.                          $29,898

Tesco Services Inc.                                  $27,025

Sup-R-Jar                                            $25,446

Mobile Mud Pump Repair I Ltd.                        $25,050

Baker Machine Co.                                    $23,769

Basic Energy Services                                $23,441

Bell Supply Company                                  $22,828

Trend Services Inc.                                  $21,794


UAL CORP: Reports Highest Annual Pre-tax Income Since 1999
----------------------------------------------------------
UAL Corporation reported on January 22, 2008, pre-tax income of
$695 million for 2007, the highest since 1999.  Pre-tax income
excluding special items and severance was $606 million, $665
million higher than 2006.

The company:

     -- Reported annual diluted earnings per share (EPS) of
        $2.79, despite a basic loss per share of $0.47 in the
        fourth quarter.

     -- Increased annual mainline passenger unit revenue (or
        PRASM) by 7.1 percent year-over-year, excluding special
        items, through continued capacity discipline and revenue
        execution, with fourth quarter mainline PRASM increasing
        13.1 percent year-over-year.

     -- Continued its focus on controlling costs, with 2007
        annual operating expenses increasing 1.1 percent versus
        2006.

     -- Generated operating cash flow of $2.1 billion in 2007, a
        37 percent increase from 2006.

     -- Strengthened its balance sheet in 2007 by reducing on and
        off balance sheet debt by $2.3 billion, including a
        reduction of nearly $700 million in the fourth quarter.
        The company ended the year with an unrestricted cash and
        short-term investments balance of $3.6 billion as of
        December 31, 2007 and restricted cash of $0.8 billion.

     -- Announced a special distribution of $2.15 per share of
        UAL common stock, or approximately $250 million, to
        holders of record as of January 9, 2008.

     -- Reported that employees had earned about $170 million of
        cash payments related to 2007 performance, composed of
        approximately $110 million in profit-sharing, $40 million
        in Success Sharing incentives and $20 million from the
        special distribution.

                  2007 Earnings Growth Driven
                 By Strong Revenue Performance

The company generated net income of $403 million in 2007, the
first full-year profit since 2000, excluding reorganization items.
Excluding special and reorganization items and severance, 2007 net
income of $352 million was $417 million higher than 2006.

On a full-year basis, the company reported pre-tax income of $695
million, or $606 million excluding special items and severance,
resulting in a pre-tax margin of 3.0 percent compared to a
negative 0.3 percent for full-year 2006.  The company generated
$1.0 billion of operating income for the year, or $948 million
excluding special items and severance, $515 million or nearly 120
percent higher than 2006, more than doubling operating margin to
4.7 percent.

The company's fourth quarter results were negatively affected by
the sharp rise in the price of fuel.  While the company reported
passenger unit revenue growth that was among the best in the
industry, consolidated fuel expense increased $359 million as fuel
prices rose more than 25 percent versus last year.  As a result,
the company reported an operating loss of $64 million for the
fourth quarter of 2007, a pre-tax loss of $98 million and a net
loss of $53 million, $8 million better than the fourth quarter of
2006.

"Our employees and management team made real progress in 2007 to
strengthen the core airline and provide a return to shareholders,
delivering the highest annual profit since 1999," said Glenn
Tilton, United chairman, president and CEO.  "We will continue to
improve in 2008, as we add breadth to our leadership team in areas
critical to the success of our strategy such as strategic sourcing
and information technology, that we will leverage to reduce our
costs, improve our operation and strengthen the infrastructure we
use to deliver enhanced services for our customers."

Annual operating expenses increased 1.1 percent versus 2006, while
full-year 2007 mainline CASM, excluding fuel, special items and
severance, was up 3.1 percent.  Fourth quarter operating expenses
increased by $531 million or approximately 11.6 percent year-over-
year primarily due to the $359 million increase in consolidated
fuel expense.  Fourth quarter mainline CASM, excluding fuel and
special items, of 8.28 cents was up 9.2 percent year-over-year
driven mainly by lower capacity, higher heavy maintenance volumes,
increased purchased services expense for information technology
deployment and efficiency and revenue improvement initiatives, as
well as higher profit-sharing expense.  Additionally, the severe
winter storms that took place in Chicago and Denver in December
increased staffing, glycol and other related costs for the
quarter.

The company's consolidated passenger revenue for the fourth
quarter includes approximately $55 million of non-cash revenue
relating to the quarterly amortization of the benefit from the
change to the expiration period for inactive Mileage Plus accounts
announced in January 2007.  In addition, at year-end when miles
expired for the first time under the new policy, the company
recorded mileage expiration that was higher than it had estimated
in previous quarters.  As a result, the company recognized
approximately $66 million of incremental non-cash revenue,
bringing the total impact of the change in the policy to $121
million for the fourth quarter.  Offsetting this, the change to
deferred revenue accounting for the Mileage Plus program, from the
previous incremental cost method, decreased passenger revenue by
$61 million in the fourth quarter of 2007, $34 million lower than
the effect of deferred revenue accounting in the fourth quarter of
2006.  In total, these Mileage Plus changes resulted in
consolidated passenger revenue increasing by $60 million for the
fourth quarter, and on a year-over-year basis resulted in revenue
increasing by $155 million.

Annual mainline unit earnings, which is mainline revenue per
available seat mile (RASM) minus mainline CASM, excluding fuel,
special items and severance, increased 13.6 percent in 2007
compared to 2006.  Mainline unit earnings for the fourth quarter
of 2007 decreased to (0.19) cents from 0.07 cents a year ago,
while mainline unit earnings, excluding fuel and special items,
increased 19.2 percent to 3.91 cents from 3.28 cents last year.

Regional affiliates' annual contribution to operating income
increased $45 million or 58 percent in 2007.  For the quarter, the
regional operation reported break-even operating income as a 9.6
percent increase in regional affiliate revenue was offset by a 9.3
percent increase in operating expenses due to higher fuel prices.

The company recorded a largely non-cash, full-year income tax
expense of $297 million for 2007 and a non-cash income tax benefit
of $43 million for the fourth quarter.  The effective tax rates
for the year and the quarter were 43 percent and 44 percent,
respectively.  Because of its Net Operating Loss carry-forwards,
the company expects to pay minimal cash taxes for the foreseeable
future.

         Focus On Balance Sheet Improvement Continues

Despite the seasonally slower quarter and the rapid escalation of
fuel prices, the company generated positive operating cash flow of
$132 million, ending the year with an unrestricted cash and short-
term investments balance of $3.6 billion and a restricted cash
balance of $756 million.

Including both on and off balance sheet debt and deducting the
debt securities the company repurchased during the year, the
company reduced total debt by $2.3 billion in 2007.  On the same
basis, during the fourth quarter, the company reduced total debt
by $681 million, including a $500 million pay down on its credit
facility and the repurchase of $20 million of debt securities. The
repurchased securities are classified as available-for-sale
investments in the consolidated balance sheet.  The company
separately records interest income and interest expense on the
repurchased notes; the related savings in financing costs from
these investments are included in the total savings from debt
repurchases noted below.

The company expects to reduce annual net financing costs by
approximately $120 million through the transactions it has
implemented in 2007.

Full-year free cash flow, defined as operating cash flow less
capital expenditures, increased by 23 percent year-over-year to
$1.5 billion, and to $1.7 billion after excluding the impact
certain aircraft refinancing transactions in 2007.  Fourth quarter
free cash flow was a negative $98 million, reflecting the
significant increase in fuel prices and a $120 million year-over-
year increase in capital expenditures to $230 million.

On January 23, 2008, the company will make a special distribution
of $2.15 per share to common stockholders.  The total payment to
stockholders will be approximately $250 million, including
approximately $20 million to employee shareholders.

"We made significant financial strides in 2007 -- delivering among
the best revenue and free cash flow performance in the industry,
paying down more than $2.0 billion of debt and continuing our
focus on cost control," said Jake Brace, EVP and chief financial
officer.  "We are pleased to be making a $250 million distribution
to our shareholders tomorrow, and that employees earned $170
million in cash payments related to our 2007 performance -- a well
earned reward for their hard work throughout the year."

                 Strong Revenue Growth Enabled
               By Continued Capacity Discipline

The company's focus on capacity discipline and revenue execution
continues to drive strong revenue performance both internationally
and domestically.  Total revenues, excluding special items,
increased by 3.9 percent in 2007 compared to the prior year and
increased by 9.7 percent in the fourth quarter versus the same
period last year, driven by growth in passenger and cargo revenue
that was partially offset by the elimination of pass-through sales
for our fuel subsidiary, UAFC.

Full-year 2007 consolidated passenger revenue per available seat
mile (PRASM), excluding special items, increased 6.5 percent year-
over-year, driven by a 5.9 percent increase in passenger yield,
which includes the effect of the changes in Mileage Plus
accounting.

The company's 2007 mainline RASM increased by 4.7 percent, as the
increase in passenger yield was partially offset by a decline in
other operating revenues due to the elimination of $307 million in
pass-through sales for our fuel subsidiary, UAFC. Excluding UAFC
and special items, mainline RASM increased by 6.5 percent from
2006.

Total passenger revenues increased by 11.6 percent in the fourth
quarter compared to the prior year driven by a 13.0 percent
consolidated yield improvement which includes the effect of
changes in Mileage Plus accounting.  Fourth quarter mainline
domestic PRASM increased by 12.3 percent, aided by a 5.0 percent
reduction in capacity.  International markets continued to produce
strong unit revenue growth; international PRASM grew 14.9 percent
in the fourth quarter compared to the same period last year
despite a 5.0 percent increase in international capacity year-
over-year.

In total, consolidated PRASM increased by 12.6 percent versus the
fourth quarter of 2006.  Fourth quarter mainline PRASM increased
by 13.1 percent on a 1.2 percent decrease in traffic, a 1.0
percent decrease in capacity and a 13.5 percent increase in yield.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORP: Commences Merger Talks w/ Delta Air & Northwest Airlines
------------------------------------------------------------------
UAL Corp. and Northwest Airlines Corp. have engaged in formal
merger talks with Delta Air Lines Inc., reports The Wall Street
Journal.

WSJ says Delta, which is in the early stages of discussions with
both Northwest and UAL, hopes to reach an agreement with one of
them over the next two weeks.

Delta is anticipating a deal disclosure early as mid-February
after Delta's board meeting scheduled early in the month, says the
report.

"A special committee of the board is working with management to
explore strategic options, including potential consolidation
transactions.  However, we are not providing updates, while this
process is ongoing," Delta spokeswoman Betsy Talton, said.

Northwest and UAL declined to comment.

A UAL-Delta or a Northwest-Delta merger, which would likely be a
stock for stock transaction, would make Delta the largest airline
in the world, according to reports.

Experts in the airline industry, however, believe that a
Northwest-Delta merger is more likely as Delta's Chief Executive
Richard Anderson was previously CEO at Northwest, and is already
well acquainted with Northwest's operations.

Senator Johnny Isakson, a Georgia Republican, said that Mr.
Anderson told him in December that if there's a merger or an
acquisition, Delta would keep its name and Atlanta hub, Bloomberg
News reports.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


US ENERGY: Section 341(a) Creditors' Meeting Set for Feb. 15
------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
US Energy Systems Inc. and its debtor-affiliates' creditors at
2:30 p.m., on Feb. 15, 2008, at the Office of the U.S. Trustee -
80 Broad Street, Fourth Floor, in New York, 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.

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY)  --  http://www.usenergysystems.com/-- owns green power and
clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed separate Chapter 11
petitions.  When the Debtors filed for protection from their
creditors, they listed total assets of $258,200,00 and total debts
of $175,300,000.


VOUGHT AIRCRAFT: Sept. 30 Balance Sheet Upside-Down by $641.9 Mil.
------------------------------------------------------------------
Vought Aircraft Industries Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $1.62 billion in total assets and
$2.26 billion in total liabilities, resulting in a $641.9 million
total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $505.0 million in total current
assets available to pay $657.6 million in total current
liabilities.

The company reported a net loss of $2.1  million for the third
quarter ended Sept. 30, 2007, compared to a net loss of
$13.4 million for the same period last year.

Net sales for the three months ended Sept. 30, 2007, were
$422.3 million, an increase of $67.9 million or 19.0%, compared
with net sales of $354.4 million for the same period last year.

Commercial net sales increased by $49.0 million or 31.0%, due to
increased deliveries and price adjustments, driven by wide-body
aircraft demand for both Boeing and Airbus.

Military net sales increased $8.6 million or 6.0%, primarily due
to $16.5 million of increased sales on the C-17 and H-60 programs
partially offset by a decrease of $9.1 million relating to the C-5
program.

Business jet net sales increased by approximately $10.3 million or
16.0% primarily due to increased deliveries and price adjustments.

Operating income for the third quarter of 2007 was $14.3 million,
an increase of $10.8 million compared to the same period last
year.

Adjusted EBITDA was $49.9 million for the third quarter of 2007,
compared to $35.0 million for the same period last year.  The
$14.9 million increase is due to both higher sales and improved
program margins.

Free Cash Flow was negative $27.0 million for the third quarter of
2007 compared to negative $42.3 million in 2006.  The improvement
of $15.3 million is primarily due to operational improvements and
lower capital expenditures.  Total expenditures for the 787
program were $70.0 million for the quarter.

"We continue to see improvement in execution through our
operational excellence initiatives.  Since embarking on this path
in 2006, company wide we have seen a 35.0% reduction in quality
defect rate, a 28.0% increase in inventory turnover, and most
importantly a 38.0% reduction in occupational injury rate," said
Vought's president and chief executive officer Elmer Doty.  "We
continue to focus on operational excellence, and through a
concentrated effort we are now seeing signs of improvement that
appear sustainable across all of our major programs with only the
H-60 program still needing significant attention."

                       Nine Months Results

Net sales for the nine months ended Sept. 30, 2007 were
$1.23 billion, an increase of $97.3 million or 9.0%, compared with
net sales of $1.13 billion for the same period last year.
Excluding $99.5 million of customer settlements recorded in the
second quarter of 2006, net sales increased $196.8 million or
19.0%.

Net income for the first nine months of 2007 was $43.2 million,
compared to a net loss of $30.4 million for the same period last
year.  This increase of $73.6 million was primarily due to higher
sales and improved program margins resulting from cost reduction
efforts, operational improvements, price increases and higher
delivery rates.

Adjusted EBITDA was $207.5 million for the first nine months of
2007, compared to $126.0 million for the same period last year.
The increase of $81.5 million is the result of both higher sales
and improved program margins.

Free Cash Flow was negative $56.3 million for the first nine
months of 2007, a decrease of $38.5 million from last year,
primarily due to customer settlements recorded in the second
quarter of 2006.  Excluding the 2006 customer settlements, Free
Cash Flow in 2007 increased $50.0 million primarily due to
operational improvements and lower capital expenditures, partially
offset by continued investment in the 787 program and pension
funding.  For the nine months ended Sept. 30, 2007, net cash
expenditures for the 787 program were $180.0 million including
start-up, capital and production costs offset by advances and
settlements.

                        Capital Resources

As of Sept. 30, 2007, the company  had long-term debt of
approximately $684.0 million, which included $414.0 million
incurred under the company's senior secured credit facilities and
$270.0 million of the 8% Senior Notes due 2011.  In addition, the
company had $46.2 million in outstanding letters of credit under
the $75 million synthetic letter of credit facility and
approximately $500,000 of capital lease obligations.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?273c

                      About Vought Aircraft

Headquartered in Dallas, Vought Aircraft Industries Inc. --
http://www.voughtaircraft.com/-- is a a privately held company,
owned by The Carlyle Group since 2000.  The company designs and
manufactures major airframe structures such as wings, fuselage
subassemblies, empennages, nacelles and other components for prime
manufacturers of aircraft.  Vought has annual sales of
approximately $1.6 billion and about 6,000 employees in nine U.S.
locations.


WSI RV: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: WSI RV Center, Inc.
        5455 East Andrew Johnson Highway
        Afton, TN 37616

Bankruptcy Case No.: 08-50080

Type of Business: The Debtor is a recreational vehicle dealer.

Chapter 11 Petition Date: January 18, 2008

Court: Eastern District of Tennessee (Greeneville)

Judge: Marcia Phillips Parsons

Debtor's Counsel: Fred M. Leonard, Esq.
                  Sullivan Co.
                  27 Sixth Street
                  Bristol, TN 37620
                  Tel: (423) 968-3151

Total Assets: $1,259,049

Total Debts:  $1,930,719

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
First Tennessee Bank                                   $539,238
P.O. Box 31                                 Secured: (1,054,049)
Memphis,TN 38101-0031

Extreme Customs                                         $27,500
4765 East Andrew Johnson Highway
Greeneville, TN 37745

WCYB                                                     $9,000
101 Lee Street
Bristol, VA 24201

DEX                                                      $3,657

Yellow Book USA                                          $3,243

Fox Tri-Cities                                           $2,500

Trading Post                                             $1,719

Kingsport Times News                                     $1,123

AT&T Advertising & Publishing                              $707

Unishippers                                                $707

CIT Technology Financial Services Inc.                     $485

Citizen Tribune                                            $366

Telescan Inc.                                               $72

Taylor Battery East Warehouse                               $38


* Andy Rahl & 54 Other Anderson Kill Lawyers Join Reed Smith
------------------------------------------------------------
Reed Smith LLP disclosed the addition of 55 attorneys from the
120-member firm of Anderson Kill & Olick PC.

Twenty-five partners, three counsel and 27 associates, along with
numerous legal support personnel, will join Reed Smith's offices
in New York, Philadelphia and Chicago effective Feb. 1, 2008.

"We are delighted that these talented attorneys will be joining us
to start 2008 on a very positive note," said Gregory B. Jordan,
Reed Smith's Global Managing Partner.  "These are high-performing
individuals whose practice interests and clients are compatible
with our firm's existing platform, as well as with our long-term
strategic plans for future growth.  With Reed Smith's largest
office now in London, our two new offices in China, and this
increased capability in New York, we have a major presence in the
three key economic centers of the world."

The attorneys will primarily become part of three practice groups
at Reed Smith - Insurance Recovery, Bankruptcy & Restructuring and
Commercial Litigation.  Among the attorneys making the move are
Jeffrey L. Glatzer, the firmwide President and Chief Executive
Officer, and Lawrence Kill, a partner and co-chair of its
Antitrust/Unfair Competition Group.

The largest group of attorneys will join Reed Smith's New York
office. For an interim period, they will remain on one floor of
Anderson Kill's Avenue of the Americas office, which Reed Smith
will sublease.  Once Reed Smith completes the build-out of its
current office space at 599 Lexington Ave., all lawyers and staff
will move to that location.

"This is a huge step in growing our presence in New York," said
Robert Nicholas, Managing Partner of Reed Smith's New York office.
"This group of lawyers is team oriented, open minded and flexible,
and they are interested in and committed to being part of a
growing and dynamic firm.  The addition of these attorneys will
significantly enhance our New York litigation capability with
practices that complement the rapidly growing private equity and
M&A work we are doing in New York."

In addition to Reed Smith's New York office, the firm adds two
partners and seven associates to its Philadelphia office; and
another two partners and one associate to its Chicago office.

"This move is a good one for all of us interested in acquiring
a broader platform that includes many global practice
opportunities," Mr. Glatzer said.  "I have no doubt that our
ability to serve existing clients will be enhanced, and that we
will enjoy many benefits as the newest additions to one of the
most innovative and exciting law firms in the world."

Of particular note, the New York office will now have a
significant creditor-side bankruptcy practice with an emphasis on
creditor committee work to complement Reed Smith's bankruptcy and
restructuring group, which firmwide has 45 attorneys.  The firm
will gain a strong and experienced commercial litigation team, as
well as additional strength in real estate finance, where Reed
Smith already does substantial work.

The largest group of attorneys will join Reed Smith's fast-growing
insurance recovery practice, which in recent months has added
partners from leading firms in several of its key markets.  New
York, Chicago and Philadelphia will all gain additional insurance
recovery practitioners.  Reed Smith's Insurance Recovery practice
has more than 50 lawyers throughout the US and UK.

Since 2001, Reed Smith has completed combinations with firms from
the United Kingdom to the Chinese mainland, including in New York,
California, Chicago, London, Abu Dhabi, Greece, Dubai, Munich,
Paris, Hong Kong and Beijing.  During that period, Reed Smith has
grown from 600 U.S.-based attorneys to more than 1,600 attorneys
around the world conducting business on three continents in 23
offices.

In addition to Mr. Glatzer, partners joining Reed Smith include
James M. Davis, managing partner, Chicago; and John N. Ellison,
managing partner, Philadelphia; as well as executive committee
members Steven Cooper and J. Andrew Rahl, Jr.

Other AKO partners joining Reed Smith are:

   -- James Andriola (New York)
   -- Arnold L. Bartfeld (New York)
   -- John B. Berringer (New York)
   -- Craig Blau (New York)
   -- Paul Evan Breene (New York)
   -- John H. Doyle III (New York)
   -- Jean M. Farrell (New York)
   -- Lawrence Kill (New York)
   -- Ann Kramer (New York)
   -- Timothy P. Law (Philadelphia)
   -- Richard P. Lewis (New York)
   -- Danielle J. Marlow (New York)
   -- Andrea J. Pincus (New York)
   -- David M. Schlecker (New York)
   -- Jordan W. Siev (New York)
   -- Mark D. Silverschotz (New York)
   -- Michael J. Venditto (New York)
   -- Paul R. Walker-Bright (Chicago)
   -- Mark L. Weyman (New York)
   -- Judith A. Yavitz (New York)

                         About Reed Smith

Reed Smith LLP -- http://reedsmith.com/-- is one of the 15
largest law firms in the world, with more than 1,500 lawyers in 21
offices throughout the United States, Europe and the Middle East.
Founded in 1877, the firm represents leading international
businesses from Fortune 100 corporations to mid-market and
emerging enterprises.  Its attorneys provide litigation services
in multi-jurisdictional matters and other high stake disputes,
deliver regulatory counsel, and execute the full range of
strategic domestic and cross-border transactions.  Reed Smith is a
preeminent advisor to industries including financial services,
life sciences, health care, advertising and media, shipping,
international trade and commodities, real estate, manufacturing,
and education.

Opened in 1997, Reed Smith's San Francisco office now has more
than 80 attorneys providing full-service legal representation.
Located in the city's Financial District, the office includes
practice experience in commercial litigation, real estate,
appeals, intellectual property, corporate & securities, tax,
regulatory litigation, financial services, employment counseling
and litigation, and health care.


* Fitch Says Overall Outlook for Automotive Industry Remains Mixed
------------------------------------------------------------------
Fitch Ratings says in a special report that the overall outlook
for the global automotive industry in 2008 remains mixed as,
although auto sales are expected to grow steadily, growth rates
should continue to diverge materially across regions.

"We expect sales in mature and developed markets in the US, Europe
and Japan to decline or stagnate at best in 2008, after an already
weak 2007," says Emmanuel Bulle, Senior Director in Fitch's
Automotive team.  "Emerging regions, by contrast, should continue
to boast surging growth prospects, particularly in Russia, China,
India and South America."

The picture is similar for original equipment manufacturers: US
groups are still facing numerous challenges despite cost
improvements, while the outlook for Indian manufacturers' credit
profiles remains positive in the medium term. Japanese, European,
South Korean and Chinese auto manufacturers have a stable outlook
overall.


* Fitch Says Volatile Market Conditions Could Lead to Neg. Ratings
------------------------------------------------------------------
Fitch Ratings says the positive bias in bank ratings continued to
be eroded in Q407 as the number of negative rating actions
accelerated.  According to the latest Fitch quarterly series of
"Global Bank Rating Trends" reports, a continuation of the current
illiquid and volatile market conditions could lead to further
pockets of negative rating action in 2008.

"Higher funding costs are likely to exacerbate risk aversion and
reduce lending demand, while a slowdown in economic growth would
undoubtedly mean higher risk costs for banks," says Alison Le
Bras, Managing Director in Fitch's Financial Institutions Group.
"Earnings and, in some cases, capital are thus likely to come
under pressure in 2008."

While the liquidity shock that first hit financial markets in
August 2007 resulted in only a handful of negative rating actions
in Q307, it marked a turning point in bank rating trends.  The
negative movement intensified in Q407 with the number of negative
rating actions accelerating to 69 from 13, the highest level since
Fitch began the series of publications at the beginning of 2006.

The turnaround was most marked in developed markets, where there
were 19 outright downgrades during the quarter, the majority in
the Americas and Europe, where banks have been most affected by
the ongoing global financial turmoil.  Outlooks on a number of
ratings have also been revised downward to reflect continuing
vulnerability to aftershocks from the credit crisis.  As a result,
the ratio of Positive to Negative Outlooks fell to 2:1 in Q407
from 5:1 in Q107.

Of particular note are the negative rating actions taken on some
of the large US banks, such as Citigroup and Bank of America as
well as investment banks, Bear Stearns, Morgan Stanley and Merrill
Lynch.  In Europe, the main casualty to date has been the Swiss
banking giant, UBS AG.

While globally 78.3% of bank ratings still have a Stable Outlook,
Fitch expects rating deterioration to continue in 2008 and pockets
of negative rating actions are likely if the current volatile
market conditions persist.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
               http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: http://www.turnaround.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or
                  http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or http://www.iwirc.org/

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center,
            New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money -
         The Restructuring of a Loan Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and
      Insolvency Proceedings
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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 ***