TCR_Public/080128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, January 28, 2008, Vol. 12, No. 23

                             Headlines



ABDOULIE FAAL: Voluntary Chapter 11 Case Summary
ABFC TRUST: Two Classes Get S&P's Junk Ratings on Delinquency
ADVANCED MICRO: Weak Performance Cues Fitch to Cut IDR to B-
AIRBORNE HEALTH: Moody's Chips Rating to B3 on Small Revenue Base
ALANCO TECH: Completes Private Offering of Series A Pref. Shares

ALANCO TECH: Posts $1.5 Million Net Loss in Fiscal 2008 First Qtr.
ALLIS-CHALMERS: Signs $437.8MM Merger Deal with Bronco Drilling
ALLIS-CHALMERS: Bronco Merger Won't Affect S&P's B Credit Rating
ALPHA OMEGA: Court Approves Sale of Assets to Buyer Consortium
ASARCO LLC: Parent Pledges to Remediate El Paso Smelter

ATLANTIS PLASTICS: Taps Houlihan Lokey as Financial Advisor
ATLANTIS PLASTICS: S&P Retains Negative CreditWatch on Ratings
AVIS BUDGET: Moody's Holds Ratings and Revises Outlook to Negative
AXCAN PHARMA: Shareholders Approve TPG Capital Deal
AXCAN PHARMA: S&P Puts Corporate Credit Rating at B+

AXIUM INTERNATIONAL: Unit to Sell All Assets to MPS Group
BARNERT HOSPITAL: Facing Two DOJ-Supported Whistleblower Cases
BAYONNE MEDICAL: Facing Two DOJ-Supported Whistleblower Cases
BLOCKBUSTER INC: Movie Gallery Acquisition Unlikely, COO Says
BUFFETS HOLDINGS: Hires Epiq as Claims and Noticing Agent

BUFFETS HOLDINGS: S&P Withdraws 'D' Rating on Chapter 11 Filing
CAPITAL AUTO: S&P Places Preliminary BB Rating on Class D Notes
CARL HASTINGS: Case Summary & 42 Largest Unsecured Creditors
CHRYSLER LLC: Invests $27 Million in Toledo Machining Plant
CIENA CORP: Earns $30.4 Million in Fourth Quarter Ended Oct. 31

COLUMBUS MCKINNON: Earns $10 Mil. in Quarter ended December 30
COMM 2005-FL11: Fitch Affirms Low-B Ratings on $77.7 Mil. Certs.
CONTINENTAL AIRLINES: Pilots Prepare for Merger Potential
CRC HEALTH: Moody's Keeps B2 Rating Reflecting Stable Leverage
CSFB ABS: Realized Losses Prompt S&P to Junk Class M-2's Rating

CSK AUTO CORP: Posts $5.8 Mil. Net Loss in Quarter Ended Nov. 4
DELPHI CORP: Bankruptcy Court Confirms Chapter 11 Plan
DELPHI CORP: To Sell Steering Business to Platinum Equity
DELTA AIR: Reports 4TH Quarter & Full Year 2007 Results
DENNIS CUNNINGHAM: Case Summary & 16 Largest Unsecured Creditors

E*TRADE FINANCIAL: Posts $1.7 Billion Net Loss in 4th Qtr. 2007
ELLIOTT HOLDING: PNC Bank Demands Payment of $3 Million Balance
ENSEMBLE CHIMES: Selling Substantially All Assets to MPS Group
FERTINITRO FINANCE: Fitch Affirms 'CCC' Rating and Removes Watch
FORD MOTOR: Auto Credit Arm Earns $775 Million in 2007

FORD MOTOR: Inks Final Pact for Sale of ACH's Driveshaft Business
FORD MOTOR: Posts $2.7 Billion Net Loss in Fiscal Year 2007
FREEDOM COMMS: Revenue Drop Cues S&P's B+ Corporate Credit Rating
GETTY IMAGES: S&P Holds Ratings on Venture of Strategic Options
GOODYEAR TIRE: European Unit to Reduce Production at Two Factories

GRANDE COMMS: Posts $13.6 Million Net Loss in 2007 Third Quarter
H&H MEAT: Can Hire Aguirre & Patterson as Real Estate Appraiser
H&H MEAT: Court Approves Use of Wells Fargo's Cash Collateral
HAYWOOD COMPANY: Case Summary & Seven Largest Unsecured Creditors
HYPPCO FINANCE: S&P Withdraws Rating Following Paydown of Notes

IMPAC SECURED: S&P Affirms 'BB' Rating on Class B-1 Certificates
IMPATH INC: IRS Recommends Approval of $22.65 Million Tax Refund
INDYMAC BANCORP: Fitch Cuts IDR to BB from BBB- with Neg. Outlook
JED OIL: Inks Letter of Intent for $41.5 Million Loan Facility
JERROLD LAMBERT: Case Summary & 16 Largest Unsecured Creditors

JUNE TRONE: Case Summary & Largest Unsecured Creditor
L TERSIGNI: U.S. Trustee Wants Hugh M. Ray as Examiner
LENNAR CORP: Posts $1.3 Billion Net Loss in 4th Qtr. Ended Nov. 30
LEVITT AND SONS: Can Borrow $460,000 from AmTrust Loan Facility
LEVITT AND SONS: Court Denies Groveland VEC's Request for Funding

LEVITT AND SONS: U.S. Trustee Appoints Deposit Creditors Committee
LIONEL LLC: Exclusive Plan-Filing Period Extended to March 31
LIVE NATION: Closes North American Theater Biz Sale to Key Brand
MD LUCHSINGER: Case Summary & 16 Largest Unsecured Creditors
MEDIANEWS GROUP: S&P Slices Debt Rating to B Due to High Leverage

MEGA BRANDS: Posts $11 Million Net Loss in 2007 Third Quarter
MICHAEL CERAMI: Case Summary & 19 Largest Unsecured Creditors
MINDREADY SOLUTIONS: Files for Bankruptcy; Directors Leave Posts
MORGAN STANLEY: S&P Upgrades Ratings on Three Certificate Classes
MOVIE GALLERY: Blockbuster Not Considering Acquisition

MOVIE GALLERY: Landlords Opposes Disclosure Statement Approval
MOVIE GALLERY: Panel Wants to Extend Deadline to Challenge Liens
MPS GROUP: Wins Auction for Assets of Ensemble Chimes
NETBANK INC: Taps Kurztman Carson as Claims Agent
NETBANK INC: Wants Until February 25 to File Chapter 11 Plan

NOMURA ASSET: S&P Lowers Ratings on Two Classes to Low-B
POPE & TALBOT: Auction of Remaining Wood Products Business Set
POPE & TALBOT: Pulp Business Amended Bidding Procedures Approved
POPE & TALBOT: PwC Recommends Extension of Stay Period to Feb. 15
PROPEX INC: Gets Interim OK to Access BNP Paribas' Cash Collateral

PROPEX INC: Wants Schedules Filing Deadline Extended to April 2
QUEBECOR WORLD: Bankruptcy Won't Affect Quebecor Inc. and Units
QUEBECOR WORLD: Taps Richard Kibbe as Conflicts Counsel
QUEBECOR WORLD: Wants Donlin Recano as Claims and Noticing Agent
RADIANT ENERGY: Completes Debt-to-Equity Swap with Two Companies

RADIATION THERAPY: S&P's Retains Negative Watch on 'BB-' Rating
RADNET INC: Sept. 30 Balance Sheet Upside-Down by $54.1 Million
RADNET MANAGEMENT: S&P Holds Junk Rating on $60 Million Add-on
RALI TRUST: Two Classes Acquire S&P's Junk Ratings
RELLOR GROUP: Voluntary Chapter 11 Case Summary

RIVERCHASE COUNTRY: Court Approves Chapter 11 Reorganization Plan
ROBSTOWN CITY: Moody's Holds Ba1 Rating with Positive Outlook
ROCKFORD PRODUCTS: Sells Selected Assets to BlackEagle Partners
RON GOLDSTEIN: Case Summary & 16 Largest Unsecured Creditors
SEARS HOLDINGS: Fitch Holds 'BB' Ratings with Negative Outlook

SHARPS CDO: S&P Revises Two Ratings; Keeps Two Junk Ratings
STANLEY-MARTIN: Weak Market Conditions Cue S&P's Rating Cuts
SUN MICROSYSTEMS: Earns $260 Million in 2nd Quarter Ended Dec. 30
TELTRONICS INC: Sells Telident 911 Assets to Amcom Software
TELTRONICS INC: Sept. 30 Balance Sheet Upside-Down by $4.4 Million

TEMPUR-PEDIC: Earns $39.93 Million in Quarter Ended December 31
TENNECO INC: Posts $72 Mil. Net Loss in Qtr. Ended December 31
TOMMY THOMPSON: Voluntary Chapter 11 Case Summary
TERWIN MORTGAGE: High Delinquencies Cue S&P's Rating Downgrades
TERWIN MORTGAGE: S&P Ratings on 62 Classes Tumble to 'D'

TOWERS OF CHANNELSIDE: Case Summary & 20 Largest Unsec. Creditors
TOWNSEND CONSTRUCTION: Representatives Fail to Attend Meeting
TRES PALACIOS: Moody's Assigns B1 Corporate Family Rating
TRW AUTOMOTIVE: Earns $23 Million in Third Quarter Ended Sept. 28
US AIRWAYS: Releases Fourth Quarter 2007 Financial Results

WACHOVIA AUTO: Fitch Puts 'BB-' Rating on $14.97MM Class E Trust
WACHOVIA AUTO: S&P Assigns 'BB-' Rating on $14.97 Mil. Notes
WELLCARE HEALTH: CEO, CFO and General Counsel Resign from Posts

* Chadbourne & Parke Expands London Office for Staff Additions
* Chapman and Cutler Appoints Co-Chairmen of Public Finance
* Jay Reisinger & Thomas Farrell Joins Dreier LLP as Partners
* Montgomery Brings In Joseph O'Neil to Aid Bankruptcy Practice

* Homeowners Cry Foul on Fidelity National's Hidden Legal Charges

* Washington State Bankruptcy Filings Ups 33%

* BOND PRICING: For the Week of Jan. 21 - Jan. 25, 2008



                             *********

ABDOULIE FAAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Abdoulie Madikay Faal
        Binneh Bayo Faal
        5505 Monarch Birch Drive
        Apex, NC 27539-5747

Bankruptcy Case No.: 08-00451

Chapter 11 Petition Date: January 23, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Travis Sasser, Esq.
                  875 Walnut Street, Suite 342
                  Cary, NC 27511
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

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


ABFC TRUST: Two Classes Get S&P's Junk Ratings on Delinquency
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of asset-backed certificates issued by ABFC Trust's series
2005-HE1 and 2005-WF1.  In addition, S&P placed its ratings on
four classes on CreditWatch with negative implications.   
Concurrently, S&P affirmed its ratings on the remaining 22 classes
from these transactions.
     
The downgrades reflect an increasing amount of severe
delinquencies (90-plus days, foreclosures, and REOs) relative to
the available credit support for each downgraded class.  As of the
December 2007 remittance date, severe delinquencies were
approximately $40,734,000 for series 2005-WF1 and approximately
$85,900,000 for series 2005-HE1, up from $33,235,000 and
$63,272,000, respectively, in January 2007.  Current severe
delinquencies are 6.9x (series 2005-WF1) and 9.6x (series 2005-
HE1) greater than the overcollateralization amount available to
these classes.
     
S&P placed its ratings on classes B-1 and B-2 from both
transactions on CreditWatch negative due to the relative amount of
credit support for these classes in relation to severe
delinquencies.  S&P will continue to monitor these classes and
will lower the ratings if projected credit enhancement continues
to erode.  
     
The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
transactions originally consisted primarily of fully amortizing,
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.
  
                         Ratings Lowered

                           ABFC Trust

                                         Rating
                                         ------
           Series        Class         To      From
           ------        -----         --      ----
           2005-WF1      B-3           CCC     BB
           2005-HE1      B-3           CCC     B

             Ratings Placed on CreditWatch Negative

                            ABFC Trust

                                        Rating
                                        ------
       Series        Class         To              From
       ------        -----         --              ----
       2005-WF1      B-1, B-2      BB+/Watch Neg   BB+
       2005-HE1      B-1           BB+/Watch Neg   BB+
       2005-HE1      B-2           BB/Watch Neg    BB

                         Ratings Affirmed

                            ABFC Trust

            Series       Class                Rating
            ------       -----                ------
            2005-WF1     A-1, A-2B, A-2C      AAA
            2005-WF1     M-1                  AA+
            2005-WF1     M-2                  AA
            2005-WF1     M-3                  AA-
            2005-WF1     M-4, M-5             A+
            2005-WF1     M-6                  A
            2005-WF1     M-7                  A-
            2005-WF1     M-8                  BBB+
            2005-WF1     M-9                  BBB
            2005-WF1     M-10                 BBB-
            2005-HE1     M-1                  AA+
            2005-HE1     M-2                  AA
            2005-HE1     M-3                  AA-
            2005-HE1     M-4                  A+
            2005-HE1     M-5                  A
            2005-HE1     M-6                  A-
            2005-HE1     M-7                  BBB+
            2005-HE1     M-8                  BBB
            2005-HE1     M-9                  BBB-


ADVANCED MICRO: Weak Performance Cues Fitch to Cut IDR to B-
------------------------------------------------------------
Fitch has downgraded these ratings on Advanced Micro Devices Inc.:

  -- Issuer Default Rating to 'B-' from 'B'; and
  -- Senior unsecured debt to 'CCC'/RR6 from 'CCC+/RR6'.

The Rating Outlook remains Negative.  Approximately $4.1 billion
of debt securities are affected by Fitch's actions.

The downgrade and Negative Outlook mainly reflect Fitch's
expectations that AMD's:

  -- operating performance, which was significantly weaker than
     expected over the last several quarters due to a
     combination of a key product delay and Intel Corp.'s
     strengthened product portfolio, will not meaningfully
     improve over the near-term.  For 2008, Fitch believes AMD
     will benefit from anticipated microprocessor unit growth,
     a refreshed product portfolio, and lower fixed costs after
     having restructured operations during 2007.  Nonetheless,
     Fitch believes average selling prices will remain
     pressured, driven by Intel's low-cost manufacturing
     footprint, sales mix shift toward lower-priced models in
     emerging markets and desktops for newer original equipment
     manufacturer relationships, constraining potential
     profitability expansion.

  -- financial flexibility will continue to be limited by the
     company's modest liquidity position (consisting solely of
     $1.9 billion of available cash, an amount that could be
     augmented by additional equipment sales during 2008),
     particularly with the company's limited intermediate-term
     profitability prospects and significant planned capital
     expenditures of $1.1 billion in 2008.  Fitch believes AMD
     will burn more than $500 million in 2008 (compared to
     $1.9 billion usage in 2007) unless the company cuts
     capital spending, either via postponing discretionary
     investments and/or moving forward with an 'asset light'
     strategy.

Fitch believes that additional negative rating actions would
likely occur if:

  -- AMD depletes its current cash balance at a faster than
     expected pace; or

  -- profitability contracts further.

The ratings could be stabilized if over the next few quarters AMD:

  -- Steadily improves profitability
  -- bolsters financial flexibility by obtaining additional
     external funding.

Ratings concerns continue to center on:

  -- Significant product technology risk associated with the
     MPU market, resulting in cyclical operating results.
     However, given its relatively weak financial flexibility
     and limited market share, Fitch believes AMD's ability to
     withstand technology roadmap missteps is limited.

  -- Intel's meaningful manufacturing technology advantage over
     AMD, driven by capital expenditures consistently in excess
     of $5 billion, effectively requiring AMD to continue
     investing aggressively to upgrade its manufacturing
     facilities; and

  -- expectations that AMD's debt levels will remain high,
     driven by the company's investment requirements, thereby
     constraining AMD's financial flexibility over the long-
     term.

The ratings are supported by AMD's:

  -- expectations for solid MPU unit growth over the next
     couple of years;

  -- strengthened and expanding relationships with all personal
     computer original equipment manufacturers, most recently
     including Toshiba Corporation ('BBB/F2' with a Stable
     Outlook by Fitch) and Dell Inc. ('A/F1'; Stable Outlook),
     driven in part by AMD's enhanced ability to provide
     platform products to the marketplace following the
     acquisition of ATI Technologies in October 2006; and

  -- AMD's staggered and longer-term debt maturities, as well
     as its now proven willingness to cut capital spending in
     the face of less favorable market conditions.

At Sept. 29, 2007, total debt was $5.3 billion and consisted of:

  -- $1.0 billion of secured debt related to Fab 36, including
     $866 million of Fab 36 Secured Euro Term Loan due 2011;

  -- $1.5 billion 5.75% convertible senior unsecured notes due
     2012;

  -- $2.2 billion 6% senior unsecured convertible notes due
     2015;

  -- $390 million 7.75% senior unsecured notes due 2012; and

  -- other debt, including capital leases, of approximately
     $242 million.

The Recovery Ratings reflect Fitch's belief that AMD would be
liquidated rather than reorganized in a bankruptcy scenario, given
Fitch's estimates that the company's projected liquidation value
of $1.1 billion would exceed a reorganization value of only $615
million, driven by the meaningful deterioration of AMD's operating
EBITDA over the past year.  In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10%, respectively, to AMD's
accounts receivables, inventories, and property, plant, and
equipment balances as of the quarter ended Dec. 31, 2007.  Fitch
arrives at an adjusted reorganization value of $1.0 billion after
subtracting administrative claims.  Based upon these assumptions,
and given that approximately $1.0 billion of unrated borrowings
related to Fab 36 and capital leases are essentially secured,
minimal recovery (0-10%) would be available for the approximately
$4.2 billion of senior unsecured debt, resulting in 'RR6' ratings.


AIRBORNE HEALTH: Moody's Chips Rating to B3 on Small Revenue Base
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Airborne Health, Inc. to B3 from B2.  Although the company has
built a widely accepted product in the cold and flu prevention
space with its effervescent health formula, performance below
Moody's expectations in recent quarters indicates that the brand
may be maturing.  The action also follows indications that
weakness associated with unseasonably warm weather this winter has
had a negative effect on the category which, in Airborne's case,
could lead to covenant and associated liquidity constraints.  The
ratings are under review for a further downgrade pending
resolution of Moody's covenant concerns.

The ratings take into account the company's relatively small
revenue base, undiversified product offering, the potential
effects of an economic slowdown on consumer spending, dependence
on larger retail customers for the distribution of its products
amidst intense competition from a variety of branded and private
label products.  The downgrade also takes into account the fact
that, although bank loan financial covenants were amended on
Oct. 4, 2007, these appear to be currently set at levels which are
likely to create compliance issues on an ongoing basis.  Although
financial covenants provide a certain degree of protection for the
lenders, absent more substantive amendments they are likely to
continue to divert management attention from running the business.  
The ratings also take into account delays in finalizing the
audited financials for the April 30, 2007 fiscal year.  Partially
offsetting these risks are credit metrics that would normally
place the company in a higher rating category: These include
Moody's expectations for the fiscal year which ends April 30, 2008
of adjusted debt to EBITDA of the order of four times, adjusted
EBITDA interest coverage comfortably in excess of two times, and
adjusted funds from operations to debt of about 10%, with minimal
capital expenditures.  Moody's also believes that the Airborne
brand continues to enjoy broad support among its target consumer
segments.  There are also indications that brand awareness among
the general population remains lower for Airborne than for other,
more established, products in the category and this leaves room
for further growth.

Moody's took these rating actions:

  -- Downgraded the Corporate Family Rating to B3 from B2;

  -- Downgraded the Probability of Default Rating to Caa1 from
     B3;

  -- Downgraded the $20 million first lien secured revolving  
     credit facility due 2012 to B3 (LGD 3, 34%) from B2 (LGD
     3, 35%);

  -- Downgraded the $152 million first lien secured term loan   
     due 2012 to B3 (LGD 3, 34%) from B2 (LGD 3, 35%).

The ratings are under review for a further downgrade.

Airborne Health, Inc, headquartered in Bonita Springs, Florida,
markets the effervescent health formula that is designed to
strengthen the immune system.  The company's products are
distributed nationwide through about 70,000 supermarkets,
drugstores, discounters, club stores, and other retail locations.  
Airborne generated net revenue of $142 million for the twelve
months ended Oct. 31, 2007.


ALANCO TECH: Completes Private Offering of Series A Pref. Shares
----------------------------------------------------------------
Alanco Technologies Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission on Jan. 22, 2008, that it has
completed a private offering to accredited investors of 1,425,500
Units at a unit price of $1.50, each unit consisting of one share
of its Series A Convertible Preferred Stock together with a 5-year
warrant to purchase one share of the company's Class A Common
Stock at a price of $1.75 per share.  

The Series A Convertible Preferred Stock is convertible into 1.2
shares of the company's Class A Common Stock.  The company
received $2,108,200, net of expenses, from the offering.

                   About Alanco Technologies

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
(NASDAQ: ALAN) -- http://www.alanco.com/-- provides wireless   
tracking and asset management solutions through its StarTrak
Systems and Alanco/TSI PRISM subsidiaries.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Semple, Marchal & Cooper LLP, in Phoenix, Arizona, expressed
substantial doubt about Alanco Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing firm reported that the company  
incurred significant losses from operations, anticipates
additional losses in fiscal 2008, and has insufficient working
capital as of June 30, 2007, to fund the anticipated losses.

During the fiscal 2008 first quarter ended Sept. 30, 2007, the
company reported a net loss of approximately $1.5 million.  

Although the company raised approximately $4.7 million in net
equity during the fiscal 2008 first quarter through the sale of
Class A Common Stock, the significant losses raise doubt about the
ability of the company to continue as a going concern.


ALANCO TECH: Posts $1.5 Million Net Loss in Fiscal 2008 First Qtr.
------------------------------------------------------------------
Alanco Technologies Inc. reported a net loss of $1.5 million on
net sales of $4.6 million for the first quarter ended Sept. 30,
2007, compared with a net loss of $770,300 on net sales of
$5.1 million in the same period ended Sept. 30, 2006.

The decrease in net sales resulted from the $912,800, or 22.6%,
decrease in sales of the company's Wireless Asset Management
segment due to a large hardware order that had initiated delivery
in the first quarter of the prior fiscal year, partly offset by
sales increases in the RFID Technology segment and Data Storage
segments.

The operating loss for the quarter was $1.3 million compared to a
loss of $789,500 for the same quarter of the prior year, an
increase of $449,600, or 63.3%.  

Net interest expense for the quarter increased to $210,500
compared to interest expense of $86,100 for the same quarter in
the prior year.  

EBITDA for Alanco's 2008 fiscal year first quarter was a loss of
$1.1 million compared to a loss of $525,600 for the same
quarter of the prior fiscal year, an increase of 112.6%.

                 Liquidity and Capital Resources

The company's current ratio improved to 1.47 to 1 at Sept. 30,
2007, comared to current ratio of .97 to 1 at June 30, 2007.  The
improvement in current ratio at Sept. 30, 2007, versus June 30,
2007, resulted from the completion of a private offering to
accredited investors whereby the company issued 2,453,900 shares
and granted 3-year warrants to purchase approximately 981,600
common shares at a price of $3.00, raising approximately
$4.7 million.

At Sept. 30, 2007, the company had an outstanding balance of
$1.5 million under a $2.0 million formula-based revolving bank
line of credit agreement with interest calculated at prime plus
3%.  The line of credit formula is based upon current asset values
and is used to finance working capital.  At Sept. 30, 2007, the
company had $500,000 available under the line of credit.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$29.7 million in total assets, $10.8 million in total liabilities,
$835,600 in preferred stock, and $18.0 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?275d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Semple, Marchal & Cooper LLP, in Phoenix, Arizona, expressed
substantial doubt about Alanco Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing firm reported that the company  
incurred significant losses from operations, anticipates
additional losses in fiscal 2008, and has insufficient working
capital as of June 30, 2007, to fund the anticipated losses.

Although the company raised approximately $4.7 million in net
equity during the fiscal 2008 first quarter through the sale of
Class A Common Stock, the significant losses raise doubt about the
ability of the company to continue as a going concern.

                   About Alanco Technologies

Headquartered in Scottsdale, Arizona, Alanco Technologies, Inc.
(NASDAQ: ALAN) -- http://www.alanco.com/-- provides wireless   
tracking and asset management solutions through its StarTrak
Systems and Alanco/TSI PRISM subsidiaries.


ALLIS-CHALMERS: Signs $437.8MM Merger Deal with Bronco Drilling
---------------------------------------------------------------
Allis-Chalmers Energy Inc. and Bronco Drilling Company Inc. have
entered into a definitive merger agreement providing for the
acquisition of Bronco Drilling Company Inc. by Allis-Chalmers
Energy Inc. for approximately $437.8 million, comprised of an
aggregate of $280 million in cash; and Allis-Chalmers common stock
having an aggregate value of approximately $157.8 million.

The number of shares will be based on the average closing price of
Allis-Chalmers common stock for a ten-trading day period ending
two days prior to the closing.  The combined consideration totals
$16.33 per share for Bronco Drilling, a 21.8% premium to the
closing price of Bronco Drilling's common stock on Jan. 23, 2008,
and an 18.2% premium to the past 10 days' average closing stock
price of Bronco Drilling.

Allis-Chalmers has received a financing commitment for up to
$350 million to cover the cash component of the merger
consideration, repayment of assumed Bronco Drilling debt and
transaction expenses.  Allis-Chalmers and Bronco Drilling
anticipate that receipt of the merger consideration will be
taxable to Bronco Drilling's stockholders.

The merger will result in a combined company with an enterprise
value of approximately $1.4 billion.  The merger agreement
provides for a subsidiary of Allis-Chalmers to merge with and into
Bronco Drilling, with Bronco Drilling surviving as a wholly-owned
subsidiary of Allis-Chalmers.

Upon completion of the transaction, it is anticipated that Allis-
Chalmers' stockholders will own approximately 72.1%, and that
Bronco Drilling's stockholders will own approximately 27.9% of the
combined company.

The board of directors of both Allis-Chalmers and Bronco Drilling
have approved the merger agreement.  The transaction is subject to
customary conditions and regulatory approvals and the approval by
stockholders of each of Allis-Chalmers and Bronco Drilling.

                       Management Comments

"We are very pleased to have reached this agreement with Allis-
Chalmers and believe it presents a compelling opportunity for our
stockholders," Frank Harrison, Bronco Drilling's chairman and
chief executive officer, stated.  "We believe the combined entity
creates a unique investment opportunity for both sets of
stockholders.  The combined company will be a fully-integrated
oilfield service company with diversified business lines,
substantial international exposure and exciting growth
opportunities not currently found in a company of similar size."

"We are very excited about this pending acquisition that is in
conformity with our strategic criteria," Micki Hidayatallah,
chairman and chief executive officer of Allis-Chalmers, said.  "We
expect the combined company to enhance our product offering and
expand our geographic footprint in the domestic and international
markets.  Internationally, Allis-Chalmers will increase its
presence in the North African and Latin American markets."

"The opportunity to deploy drilling and workover rigs to the high
growing international markets is very compelling," Mr.
Hidayatallah also noted.  "Bronco Drilling is uniquely positioned
to take advantage of this opportunity because of its in-house
capability of converting and rebuilding rigs for international
operations."

"Although demand for land drilling and workover rigs remains
strong in the international markets, there continues to be long
delays in manufacturing and delivery cycles," Mr. Hidayatallah
continued.

"We anticipate the merged company's presence in Mexico, Libya,
Argentina and Bolivia will provide a solid foundation for
international expansion," Mr. Hidayatallah went on to state.    
"Bronco Drilling's management team has built a company in a very
short time frame that has a reputation for excellence in all its
operations."

"The combined company will be a diversified service company that
provides its domestic and international customers with skilled
operators and technologically advanced equipment in a safe
environment," Mr. Hidayatallah expressed.

"Currently, Allis-Chalmers operates internationally in Argentina,
Mexico, and Bolivia," Mr. Hidayatallah also stated.  "Bronco
Drilling has a 25% equity stake in a contract drilling business in
Libya which will operate 33 drilling and workover rigs."

"We expect the combined company to actively pursue further
international opportunities after the merger," Mr. Hidayatallah
said further.  "We believe we will be able to provide the domestic
and international markets with directional, underbalanced
drilling, coil tubing, drilling and completion services together
with rental equipment as the oil industry seeks to exploit
conventional and unconventional resources both in the U.S. and
overseas."

Micki Hidayatallah will remain as chairman and chief executive
officer of Allis-Chalmers following the merger.

The composition of the board of directors of Allis-Chalmers will
not be changed in connection with the merger.

RBC Capital Markets Corporation is acting as exclusive financial
advisor to Allis-Chalmers and Johnson Rice & Company LLC is acting
as exclusive financial advisor to Bronco Drilling.  Andrews Kurth
LLP is acting as legal counsel to Allis-Chalmers and Akin Gump
Strauss Hauer & Feld LLP is acting as legal counsel to Bronco
Drilling.

                     About Bronco Drilling

Headquartered in Edmond, Oklahoma, Bronco Drilling Company Inc.
(NASDAQ/GM:BRNC) -- http://www.broncodrill.com-- provides  
contract land drilling services to oil and natural gas exploration
and production companies.  The company operates its drilling rigs
in Oklahoma, Kansas, Texas, Colorado and North Dakota. Its
workover rigs are operating in Oklahoma, Texas, Kansas and New
Mexico.  In January 2006, the company purchased six land drilling
rigs and certain other assets, including heavy haul trucks and
excess rig equipment and inventory, from Big A Drilling LC.  On
Jan. 9, 2007, the company acquired Eagle Well Services Inc. and
related subsidiaries.  The purchased includes 31 workover rings,
24 of which were operating.

                   About Allis-Chalmers Energy

Headquartered in Houston, Texas, Allis-Chalmers Energy Inc.
(NYSE:ALY) -- http://www.alchenergy.com-- is an oilfield services  
company that provides services and equipment to oil and natural
gas exploration and production companies throughout the United
States and internationally primarily in Argentina and Mexico.   
The company operates in six sectors of the oil and natural gas
service industry: rental services, international drilling,
directional drilling services, tubular services, underbalanced
drilling services, and production services.  The company's
acquisitions include DLS Drilling Logistics and Services
Corporation in August of 2006, Petro-Rentals Inc. in October of
2006 and Oil & Gas Rental Services Inc. in December of 2006.  In
October 2007, the company announced the acquisition of Rebel
Rentals Inc.  In November 2007, it acquired Diamondback Oilfield
Services Inc.


ALLIS-CHALMERS: Bronco Merger Won't Affect S&P's B Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'B' corporate
credit rating for oilfield services company Allis-Chalmers Energy
Inc. (B/Positive/--) will not be affected by the company's
announced acquisition of Bronco Drilling Co. Inc. for $280 million
of cash and approximately $158 million of Allis-Chalmers common
stock.

Allis-Chalmers has secured a bridge loan to finance the cash part
of the acquisition.  The company has not yet announced permanent
financing plans, and the acquisition is not expected to close
until June 2008.  On a pro forma basis, Allis-Chalmers is expected
to generate close to $300 million of EBITDA on a run-rate basis.  
If the company finances the majority of the cash portion of the
acquisition with debt, debt to pro forma EBITDA would be
approximately 3x.


ALPHA OMEGA: Court Approves Sale of Assets to Buyer Consortium
--------------------------------------------------------------
The Hon. William C. Hillman of the U.S. Bankruptcy Court for the
Eastern District of Massachusetts gave Alpha Omega Jewelers, aka
Lexington Jewelers Exchange Inc., approval to sell its assets to a
group of buyers, Boston Business Journal reports.

The Court has also approved a reduction of the prices of the
assets to be disposed through a liquidation sale at all Alpha
Omega stores facilitated by the new owners, Boston Journal
relates.

According to Boston Journal, the Natick Collection and Prudential
Center stores will be reopened after the liquidation sale
operating as one of the jewelry chains of Ross-Simons in Cranston,
Rhode Island.  Staff at Alpha Omega will be given work
opportunities at Ross-Simons, Boston Journal adds.

As reported in the Troubled Company Reporter on Jan. 4, 2008, the
Debtor sought for protection under chapter 11 of the U.S.
Bankruptcy Code calling for a public sale of the Debtor's assets
on Jan. 22, 2008, with Tiger Capital Group LLC of Boston, The
Gordon & Co. of Florida, and SB Capital Group of New York bidding
at 70.25% of the Debtor's inventory.

The former owners, Raman and Nilda Handa, who elected for the
bankruptcy filing reportedly fled to India days before Christmas.

Richard E. Mikels, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo who filed for bankruptcy on behalf of the missing owners,
could not determine at that time the worth of the Debtor's assets
and liabilities.

The Debtor allegedly accumulated debts for half a year and on
Dec. 22, 2007, Bank of America Corp.'s affiliate, LaSalle Business
Credit, took over Alpha Omega's inventory.

Mr. Mikels said that with LaSalle's financing, the Debtor's
consumer programs and employee benefits will continue.

                       About Alpha Omega

Cambridge, Massachusetts-based Alpha Omega Jewelers aka Lexington
Jewelers Exchange Inc. -- http://www.alphaomegajewelers.com/--  
owns and manages watch retail shops.  The Debtor filed for chapter
11 petition on Jan. 2, 2008 (Bankr. E.D. Ma. Case No. 08-10042).  
Adrienne Kotowski Walker, Esq., and Kevin J. Walsh, Esq., at
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC represent the
Debtor in its restructuring efforts.  The Debtor had $1 million to
$100 million in assets and debts when it filed for bankruptcy.


ASARCO LLC: Parent Pledges to Remediate El Paso Smelter
-------------------------------------------------------
ASARCO Inc., an indirect subsidiary of Grupo Mexico, S.A.B. de
C.V., will not seek to restart the copper smelter located in El
Paso, Texas or seek to renew the air permit for the facility if it
regains control of ASARCO LLC.  ASARCO LLC, which owns the El Paso
smelter, is in a Chapter 11 bankruptcy case in Corpus Christi,
Texas.  ASARCO Inc., which owns 100% of the equity of ASARCO LLC,
is seeking to regain control of the business.  ASARCO Inc. does
not currently control ASARCO LLC, but it has been active in the
bankruptcy case in attempting to be more involved in decisions
made by ASARCO LLC.

ASARCO Inc. also disclosed that should it regain control, it would
have ASARCO LLC work with the community and the appropriate
regulatory agencies to remediate environmental contamination at
the site.  The smelter has been dormant since 1999.

ASARCO Inc. is committed to developing ASARCO LLC into a
competitive mining operator as part of the Americas Mining
Corporation family.  ASARCO Inc. has determined that the El Paso
smelter does not fit into its overall business strategy and has
committed to keeping the smelter closed if it succeeds in
reestablishing control of ASARCO LLC.


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


ATLANTIS PLASTICS: Taps Houlihan Lokey as Financial Advisor
-----------------------------------------------------------
Atlantis Plastics, Inc. disclosed that on Jan. 18, 2008, it
retained Houlihan, Lokey, Howard & Zukin as its exclusive
financial advisor to assist the company in evaluating strategic
alternatives, including a possible sale of the company.

The company cautions, however, that there can be no assurance that
this evaluation will result in any specific transaction or, if any
specific transaction is to occur, the timing of such a
transaction.  The company does not expect to make any further
announcement or disclosure of any further developments with
respect to its evaluation of strategic alternatives unless and
until its board of directors has approved a definitive
transaction, if that occurs.

Atlantis Plastics, Inc. -- http://www.atlantisstock.com/--  
(NASDAQ: ATPL) manufactures polyethylene stretch and custom films
and molded plastic products.  Stretch films are used to wrap
pallets of materials for shipping or storage.  Custom films are
made-to-order specialty film products used in the industrial and
packaging markets.  Atlantis' injection molded and profile
extruded plastic products are used primarily in the appliance,
automotive, agricultural, building supply, and recreational
vehicle industries.


ATLANTIS PLASTICS: S&P Retains Negative CreditWatch on Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings,
including the 'CCC-' corporate credit rating, on Atlantis Plastics
Inc. remain on CreditWatch with negative implications.
     
S&P placed the ratings on CreditWatch with negative implications
on Aug. 1, 2007, as the company is in default of certain financial
covenants under its secured credit facility.
      
"The CreditWatch update reflects the additional uncertainties
associated with the company's recent decision to retain a
financial advisor to explore strategic alternatives, which could
include the sale of the company," said Standard & Poor's credit
analyst Anna Alemani.  "We believe this action is in
response to difficulties regarding the company's negotiations with
its lenders to obtain a waiver and amendments to the credit
facility, given current difficult credit market and industry
conditions."
     
Standard & Poor's will continue to monitor Atlantis' efforts to
obtain a waiver and amend its financial covenants and its ability
to restore liquidity.     

Atlantis, which has annual revenues of about $400 million, has a
competitive position in plastic films, including stretch films and
custom films (about 64% of revenues).  Injection-molded products
(about 28% of revenues) include components sold to original
equipment manufacturers, mainly in the home appliance industry,
and siding panels for the homebuilding
industry and residential replacement market.  The company's
profile-extruded products (8% of revenues) are used in
recreational vehicles, mobile homes, and other consumer and
commercial products.


AVIS BUDGET: Moody's Holds Ratings and Revises Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental, LLC to negative from stable; the company's
corporate family rating is affirmed at Ba2 and its speculative
grade liquidity rating remains SGL-2.  The change in outlook
reflects Moody's concerns that purchases under the newly
authorized $50 million share repurchase program, combined with the
potential exercise of an option to increase its ownership in Carey
International to 80% from 45%, could occur as the US economy is
weakening.  Moreover, Moody's notes that Avis' operating
performance and credit metrics have been moderately, but
consistently, below the rating agency's expectations. As a result,
Avis' credit metrics remain weak for the Ba2 rating level, and the
pace of necessary improvement could be hampered by share
repurchases, increased investment in Carey, and a weak US economy.

The chief drivers of Avis' below-expectation performance have been
a significant rise in rental fleet costs, a difficult pricing
environment in the leisure car rental sector, and the downturn in
the US housing market which has eroded demand in the truck rental
business.

In response to these operational challenges, Avis has implemented
a number of cost reduction and revenue enhancement programs.  
Although the company has achieved a notable degree of success with
certain of these programs, the benefits have not been sufficient
to offset the rising fleet costs and pricing pressure.

Avis' SGL-2 speculative grade liquidity rating reflects Moody's
expectation that the company has adequate resources to cover its
funding requirements during the next twelve months.  These
requirements principally relate to the need to fund the expansion
of its car rental fleet during the second quarter, and to replace
maturing term ABS fleet securitizations.  These requirements
should be adequately covered by these resources available as of
the quarter ended Sept. 30, 2008: $223 million in cash;
approximately $1.1 billion in availability under a committed
credit facility; and availability under committed ABS conduits.  
The expansion of Avis' typical seasonal vehicle-backed bank ABS
facility, which it expects to have closed by the end of February,
will further enhance this liquidity position.

Factors which might contribute to further pressure on the Ba2
rating include additional share repurchases beyond the
$50 million program currently authorized, or an increased
investment in Carey that takes place prior to the company
demonstrating that the revenue and cost initiatives it is pursuing
are adequate to contend with the slowing US economy.

For the last twelve months through September 2007, Avis' key
credit metrics (reflecting Moody's standard adjustments) were:
EBIT/interest - 1.3x; EBITDA/interest - 4.6x; and debt/EBITDA -
4.1x.

Avis' ability to sustain credit metrics of these levels would
alleviate pressure on the Ba2 rating, and would position the
company more firmly at the current rating level: EBIT/interest
approximating 2x; EBITDA/interest of 5.0x; and, debt/EBITDA below
3.5x.

Moody's notes that Avis has announced that under FAS 142 it may
have to recognize a non-cash charge for goodwill impairment for
the fourth quarter of 2007.  This charge would largely be driven
by the company's low stock price and the resulting difference
between its market capitalization and its book capitalization.  
Moody's believes that this non-cash charge would not reflect any
change in the economic prospects of Avis beyond those which are
already reflected in the company's Ba2 rating and negative
outlook.  Consequently, any such charge, if recognized, is
unlikely to have an impact on Avis' rating or outlook.

Avis Budget Car Rental, LLC, headquartered in Parsippany, New
Jersey, is the largest general-use vehicle rental company in North
America.


AXCAN PHARMA: Shareholders Approve TPG Capital Deal
---------------------------------------------------
Axcan Pharma Inc. disclosed that the plan of arrangement, which
involves the acquisition by an affiliate of TPG Capital of all
outstanding common shares of Axcan for $23.35 per share, was
approved by 99.87% of the votes cast by holders of Axcan's common
shares.

The result of this vote, which was obtained Friday at a special
meeting of shareholders of Axcan, was in excess of the required 66
2/3% approval.  Of the total outstanding common shares, 80.83%
were voted either in person or by proxy.

The closing of the transaction is subject to customary conditions,
including the receipt of remaining regulatory approvals.  The
motion seeking a final order approving the proposed plan of
arrangement is scheduled to be heard by the superior court of
Quebec on Monday, Jan. 28, 2008, at 9:00 a.m.

The transaction is expected to close in the first quarter of
calendar 2008.  Axcan will advise shareholders closer to the time
of closing about the procedures for surrendering and receiving
payment for their shares.

The company generated revenue for the three-month period ended
Dec. 31, 2007, of approximately $93 million, compared to revenue
of $78.8 million for the three-month period ended Dec. 31, 2006.  
The disclosed financial result served as guide to shareholders as
they casted votes on the acquisition of Axcan by an affiliate of
TPG Capital.

The company entered into the agreement with TPG Capital and its
affiliates in an all-cash transaction with a total value of
approximately $1.3 billion.

         Early Termination of 1976 Antitrust Improvement Act

Axcan had received early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, relating to the proposed acquisition of Axcan by an
affiliate of TPG Capital.  In addition, the Commissioner of
Competition had issued an advance ruling certificate in connection
with the proposed acquisition under the Canadian Competition Act.
As a result, the conditions to the closing of the acquisition
relating to U.S. and Canadian antitrust approvals are now
satisfied.

                    Solicitation for "Yes" Votes

Axcan had previously said that Institutional Shareholder Services
Inc., PROXY Governance Inc. and Glass, Lewis & Co. have formally
recommended that their clients holding shares in Axcan vote "FOR"
the proposed arrangement with an affiliate of TPG Capital.  These
recommendations are the result of an analyses of the proposed
arrangement and its impact on shareholders.

"The board conducted a rigorous and lengthy sale process which
involved multiple potentially interested parties.  In (their)
opinion, such a sales process, all things being equal, yields the
highest possible valuation for the company," Glass Lewis, in
issuing its recommendation, stated.

"We are very pleased with the recommendations, as we believe that
they represent an important endorsement of the reasoning behind
the proposed arrangement," said Michael M. Tarnow, lead director
of Axcan.  "We are excited by the prospect of this partnership
with TPG and looking forward to TPG's support in continuing to
improve the quality of life and care of patients suffering from
gastrointestinal diseases and disorders."

"We would like to reiterate that we believe that the proposed
arrangement with TPG is in the best interest of shareholders and
encourage voters to vote "FOR" the proposed arrangement," Mr.
Tarnow added.

               About Institutional Shareholder Services

ISS, a subsidiary of RiskMetrics Group, provides corporate
governance and proxy voting solutions and provides proxy research,
voting services and corporate governance advisory services to
financial institutions and corporations worldwide.  In their
report, ISS commented that "based on (their) review of the terms
of the transaction and the factors described (in their report), in
particular the premium offered, (they) believe that the going
private Arrangement warrants shareholder support."

                      About PROXY Governance

PROXY Governance Inc., a subsidiary of FOLIOfn, Inc., is a proxy
advisory and voting company specialising in objective advice that
supports the goal of building long-term shareholder value.  PROXY
Governance Inc.'s rationale is that they "support this transaction
because it appears to place a fair value on the company based on
the general market reaction and the strong support the deal has
received from equity analysts."  In addition, PROXY Governance,
Inc. "supports the board's active engagement in the process, as
well as the use of a competitive sale process to help maximize
shareholder value."

                        About Glass Lewis

Glass Lewis is a provider of proxy research and operator of the  
proxy voting system, ViewPoint.  Glass Lewis' makes analysis of
corporate governance issues, economic and financial matters and
M&A transactions that come before shareholders for a vote.

                        About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital -- www.tpg.com --
is the  buyout group of TPG, a private investment firm founded in
1992, with more than $35 billion of assets under management and
offices in San Francisco, London, Hong Kong, New York,
Minneapolis, Fort Worth, Melbourne, Menlo Park, Moscow, Mumbai,
Beijing, Shanghai, Singapore and Tokyo.  TPG Capital has
experience with public and private investments executed through
leveraged buyouts, recapitalizations, spinouts, joint ventures and
restructurings.

                        About Axcan Pharma

Based in Mont Saint-Halaire, Quebec, Axcan Pharma Inc. (TSX:
AXP)(NASDAQ: AXCA) -- http://www.axcan.com -- is a specialty  
pharmaceutical company focused on gastroenterology.  The company
develops and markets a broad line of prescription products to
treat a range of gastrointestinal diseases and disorders such as
inflammatory bowel disease, irritable bowel syndrome, cholestatic
liver diseases and complications related to pancreatic
insufficiency.  Axcan's products are marketed by its sales forces
in North America and Europe.


AXCAN PHARMA: S&P Puts Corporate Credit Rating at B+
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Quebec, Canada-based Axcan Pharma Inc.  At the
same time, S&P assigned its bank loan and recovery ratings to
fully owned financing subsidiary Atom Intermediate Holdings'
proposed $475 million senior secured facilities, consisting of a
$350 million term loan B facility due 2015 and a $125 million
revolving credit facility due 2014.

The facilities are rated 'BB-' (one notch higher than the
corporate credit rating on Axcan) with a recovery rating of '2',
indicating the expectation of substantial (70%-90%) recovery in
the event of a payment default.  S&P also assigned its 'B-' rating
to Atom's $275 million senior unsecured notes maturing in 2016.
      
Proceeds from the facilities will be used in conjunction with
approximately $320 million of cash and $470 million of sponsor and
management rollover equity to finance the buyout of Axcan Pharma
Inc. by sponsor TPG Capital.
      
"Debt leverage is high," said Standard & Poor's credit analyst
Arthur Wong, "and we expect it to remain so over the intermediate
term, limiting prospects for a higher rating."


AXIUM INTERNATIONAL: Unit to Sell All Assets to MPS Group
---------------------------------------------------------
Ensemble Chimes Global, wholly-owned subsidiary of Axium
International Inc.,  disclosed that MPS Group Inc. was the
successful bidder for its assets.

The closing of the transaction is subject to certain
contingencies, but it is anticipated that the transaction will
close by the end of the month.

On Jan. 24, 2008, the assets of Chimes, including software
platforms and related intellectual property, were auctioned
through bankruptcy proceedings in the United States District Court
in Los Angeles.

Axium International was also in the business of providing payroll
and accounting services to the entertainment industry. MPS Group
has no interest in pursuing any additional Axium International
asset other than the assets of Chimes.

"The anticipated acquisition of Chimes' assets will make Beeline
the clear leader in vendor management solutions with potential
oversight of more than $3 billion in annual contingent labor
spend," Timothy Payne, president and chief executive officer of
MPS Group, stated.  "Chimes' clients and users can now feel
comfortable that they will be supported by a large and financially
strong public company that has a long-term commitment to providing
world-class workforce solutions."

"We are aware that many Chimes' clients have suffered recent
disruptions to their operations due to Axium's bankruptcy filing,"
Richard White, president of Beeline, added.  "We are ready and
able to jump in and provide the resources and solutions necessary
to get these clients back online and operating efficiently."

                     About MPS Group Inc.

Headquartered in Jacksonville, Florida, MPS Group Inc. (NYSE:MPS)
-- http://www.mpsgroup.com/-- provides staffing, consulting, and  
solutions in the disciplines of information technology, finance
and accounting, law, engineering, and healthcare.  Badenoch &
Clark Company -- http://www.badenochandclark.com/-- is MPS'  
London-based subsidiary that specializes in professional services
recruitment on a direct hire, temporary, and contract basis in the
United Kingdom.  For 27 years, the company has focused on the
accounting, financial services, banking, legal, insurance,
property, public sector and human resource disciplines.  MPS Group
delivers its services to government entities and businesses in
virtually all industries throughout the United States, Canada, the
United Kingdom, and Europe.

                    About Ensemble Chimes


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).

                            About Axium

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.


BARNERT HOSPITAL: Facing Two DOJ-Supported Whistleblower Cases
--------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, together with two other hospitals, is facing two
fraud cases that the U.S. Department of Justice has supported.

The Department of Justice stated in its Web site that the United
States has intervened against three New Jersey hospitals in two
whistleblower lawsuits alleging that the hospitals defrauded
Medicare.  The three hospitals are Robert Wood Johnson University
Hospital at Hamilton, and Bayonne Hospital.

Both whistleblower lawsuits allege that the three hospitals
fraudulently inflated their charges to Medicare patients to obtain
enhanced reimbursement from Medicare.  In addition to its standard
payment system, Medicare provides supplemental reimbursement,
called "outlier payments," to hospitals and other health care
providers in cases where the cost of care is unusually high.  
Congress enacted the supplemental outlier payment system to ensure
that hospitals possess the incentive to treat inpatients whose
care requires unusually high costs.

Peter Salvatori, Sara C. Iveson and James T. Monahan filed their
lawsuits in 2002 under the qui tam, or whistleblower, provisions
of the False Claims Act, which permit private citizens with
knowledge of financial fraud against the government to bring a
lawsuit on behalf of the United States and to share in any
recovery.  Mr. Salvatori and Ms. Iveson sued Robert Wood Johnson
University Hospital at Hamilton and Barnert Hospital.  Mr. Monahan
brought suit against Robert Wood Johnson and Bayonne Hospital.  
Two of the hospitals, Barnert Hospital and Bayonne Hospital, have
filed for Chapter 11 bankruptcy protection.

The United States' investigations of Robert Wood Johnson, Barnert
Hospital and Bayonne Hospital were the result of a coordinated
effort among the Justice Department's Commercial Litigation Branch
in the Civil Division; the U.S. Attorney's Office for the District
of New Jersey, Affirmative Civil Enforcement Unit; the U.S.
Attorney's Office for the Eastern District of Pennsylvania; the
Department of Health and Human Services, Office of Inspector
General and Office of Counsel to the Inspector General; the
Centers for Medicare and Medicaid Services; and the Federal Bureau
of Investigation.

                 About Barnert Memorial Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler,
Esq., at McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets
of $46,600,967 and total liabilities of $61,303,505.


BAYONNE MEDICAL: Facing Two DOJ-Supported Whistleblower Cases
-------------------------------------------------------------
Bayonne Medical Center, together with two other hospitals, is
facing two fraud cases that the U.S. Department of Justice has
supported.

The Department of Justice stated in its Web site that the United
States has intervened against three New Jersey hospitals in two
whistleblower lawsuits alleging that the hospitals defrauded
Medicare.  The other hospitals are Robert Wood Johnson University
Hospital at Hamilton, and Barnert Hospital in Paterson.

Both whistleblower lawsuits allege that the three hospitals
fraudulently inflated their charges to Medicare patients to obtain
enhanced reimbursement from Medicare.  In addition to its standard
payment system, Medicare provides supplemental reimbursement,
called "outlier payments," to hospitals and other health care
providers in cases where the cost of care is unusually high.  
Congress enacted the supplemental outlier payment system to ensure
that hospitals possess the incentive to treat inpatients whose
care requires unusually high costs.

Peter Salvatori, Sara C. Iveson and James T. Monahan filed their
lawsuits in 2002 under the qui tam, or whistleblower, provisions
of the False Claims Act, which permit private citizens with
knowledge of financial fraud against the government to bring a
lawsuit on behalf of the United States and to share in any
recovery.  Mr. Salvatori and Ms. Iveson sued Robert Wood Johnson
University Hospital at Hamilton and Barnert Hospital.  Mr. Monahan
brought suit against Robert Wood Johnson and Bayonne Hospital.  
Two of the hospitals, Barnert Hospital and Bayonne Hospital, have
filed for Chapter 11 bankruptcy protection.

The United States' investigations of Robert Wood Johnson, Barnert
Hospital and Bayonne Hospital were the result of a coordinated
effort among the Justice Department's Commercial Litigation Branch
in the Civil Division; the U.S. Attorney's Office for the District
of New Jersey, Affirmative Civil Enforcement Unit; the U.S.
Attorney's Office for the Eastern District of Pennsylvania; the
Department of Health and Human Services, Office of Inspector
General and Office of Counsel to the Inspector General; the
Centers for Medicare and Medicaid Services; and the Federal Bureau
of Investigation.

                   About Bayonne Medical Center

Based in Bayonne, New Jersey, Bayonne Medical Center --
http://www.bayonnemedicalcenter.org/-- provides healthcare
services and operates a medical center.  The company operates a
278-bed fully accredited, acute-care hospital located in Hudson
County.  The company filed for Chapter 11 protection on April 16,
2007 (Bankr. D. N.J. Case No. 07-15195).  Lawrence C. Gottlieb,
Esq., Adam C. Rogoff, Esq., and Eric J. Haber, Esq., at Cooley
Godward Kronish LLP, represent the Debtor in its restructuring
efforts.  Stephen V. Falanga, Esq., at Connell Foley LLP, is the
Debtor's local counsel.  Kurtzman Carson Consultants LLC is the
Debtor's claims and noticing agent.  Andrew H. Sherman, Esq., and
Boris I. Mankovetskiy, Esq., at Sills Cummis Epstein & Gross PC,
represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.  The
Debtor's exclusive period to file a plan expired Nov. 12, 2007.


BLOCKBUSTER INC: Movie Gallery Acquisition Unlikely, COO Says
-------------------------------------------------------------
Acquiring Movie Gallery, Inc. is not part of Blockbuster, Inc.'s
"reshaping" plans for 2008, according to Blockbuster chairman and
chief operating officer James Keyes, reports The Wall Street
Journal.

Mr. Keyes said he wants to stay away from the financially
troubled Movie Gallery and focus more on building Blockbuster's
business.

"We are actually hoping for the ultimate resolution of Movie
Gallery's fate, that they will somehow find a way to survive,
because, frankly, good competition is healthy for an industry,"
Mr. Keyes said in an interview, reports WSJ.

"Blockbuster's challenge is to fix its core business before
considering any sort of aggressive asset or acquisition," Mr.
Keyes said.

                       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.  

                      About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global   
provider of in-home movie and game entertainment, with over 7,800
stores throughout the Americas, Europe, Asia and Australia.  
(Movie Gallery Bankruptcy News Issue No. 15; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings affirmed Blockbuster Inc.'s long-term Issuer
Default Rating at 'CCC' and the senior subordinated notes at
'CC/RR6'.  The rating outlook is stable.  The company had
approximately $991 million of debt outstanding as of
Sept. 30, 2007.


BUFFETS HOLDINGS: Hires Epiq as Claims and Noticing Agent
---------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates sought and
obtained authority from the United States Bankruptcy Court for
the District of Delaware to employ Epiq Bankruptcy Solutions LLC
as their claims, notice and balloting agent.

Buffets Holdings, Inc., Executive Vice President and Chief
Financial Officer A. Keith Wall relates that the Debtors have
tens of thousands of creditors and other parties-in-interest,
many of whom are expected to file proofs of claim.  He says that
noticing and receiving, docketing and maintaining proofs of claim
would impose heavy administrative and other burdens upon the
Court and the Clerk of the Court.

"Upon information and belief, preparing and serving the notices
on all such creditors and parties in interest and docketing and
maintaining the large number of proofs of claim that may be filed
in these cases would strain the resources of the Clerk's Office,"
Mr. Wall says.

To help the Debtors, Epiq will:

   (a) assist the Debtors with all required notices including

          * notice of commencement of the Chapter 11 cases and
            the initial meeting of creditors;

          * notice of claims bar dates;

          * notice of objections to claims;

          * notices of any hearings on the Debtors' disclosure
            statement and confirmation of the Debtors' Chapter 11
            plan; and

          * any other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for the
            orderly administration of the Chapter 11 Cases;

   (b) within five days of the service of a particular notice,
       file with the Clerk's Office a certificate or affidavit of
       service that includes:

          * a copy of the notice served;

          * a list of persons upon whom the notice was served
            along with their addresses; and

          * the date and manner of service;

   (c) receive, examine and maintain copies of all proofs of
       claim and proofs of interest filed in the case;

   (d) maintain official claims registers in each of the Debtors'
       cases by docketing all proofs of claim and proofs of
       interest in the applicable claims database that includes:

          * the name and address of the claimant or interest
            holder and any agent, if the proof of claim or proof
            of interest was filed by an agent;

          * the date the proof of claim or proof of interest was
            received by Epiq and the Court;

          * the claim number assigned to the proof of claim or
            proof of interest;

          * the asserted amount and classification of the claim;
            and

          * the applicable Debtor against which the claim or
            interest is asserted;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis, unless requested by the
       Clerk's Office on a more or less frequent basis;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       the list available upon request to the Clerk's Office or
       any party in interest;

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

   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedures and provide
       notice of the transfers;

   (j) comply with the applicable federal, state, municipal and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;

   (k) promptly comply with any further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (l) provide any other claims processing, noticing and related
       administrative services as may be requested from time to
       time by the Debtors;

   (m) oversee the distribution of the applicable solicitation
       material to each holder of a claim against or interest in
       the Debtors;

   (n) respond to mechanical and technical distribution and
       solicitation inquiries;

   (o) receive, review and tabulate the ballots cast, and make
       determinations with respect to each ballot as to its
       timeliness, compliance with the Bankruptcy Code,
       Bankruptcy Rules and procedures ordered by the Court
       subject, if necessary, to review and ultimate
       determination by the Court;

   (p) certify the results of the balloting to the Court; and

   (q) perform any other related plan-solicitation services as
       may be requested by the Debtors.

The Debtors believe that Epiq is well-suited to the job because
Epiq specializes in providing claims management, administration,
data-processing and related services to Chapter 11 debtors.

According to Mr. Wall, Epiq's principals and senior staff have
more than 10 years of in-depth Chapter 11 experience in
performing noticing, claims processing, claims reconciliation and
other administrative tasks for Chapter 11 debtors.  Epiq is also
experienced in performing plan voting and distribution services
in relation to its role as Agent and has been retained to act as
agent in many districts throughout the United States, Mr. Wall
maintains.

The Debtors will pay Epiq a $25,000 retainer, and its customary
average hourly rates, plus necessary actual expenses:
                                            
         Designation                       Hourly Rate
         -----------                       -----------
         Clerk                                $50.00
         Case Manager (level 1)              $142.50
         IT Programming Consultant           $165.00
         Case Manager (level 2)              $202.50
         Senior Case Manager                 $247.50
         Senior Consultant                     TBD

As part of the overall compensation payable to Epiq, the Debtors
agree to indemnify Epiq, its officers, employees, and agents.  
The indemnification does not extend to acts of gross negligence
or willful misconduct by Epiq.

Daniel C. McElhinney, senior vice president and director of
operations of Epiq assures the Court that Epiq does not hold any
interest adverse to the Debtors or the Debtors' estates on
matters for which it is to be retained and is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors have selected Paul, Weiss, Rifkind,
Wharton & Garrison LLP to represent them.  Young Conaway Stargatt
& Taylor, LLP, are the Debtors' proposed legal advisor and
Houlihan Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper
LLC, their proposed financial advisors.  The Debtors' balance
sheet as of Sept. 19, 2007, showed total assets of $963,538,000
and total liabilities of $1,156,262,000.  (Buffets Holdings
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BUFFETS HOLDINGS: S&P Withdraws 'D' Rating on Chapter 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' rating on
Buffets Holdings Inc. and its subsidiary Buffets Inc.  This action
follows the company's voluntary filing for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


CAPITAL AUTO: S&P Places Preliminary BB Rating on Class D Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Capital Auto Receivables Asset Trust 2008-1's
$1 billion asset-backed notes series 2008-1.
     
The preliminary ratings are based on information as of
Jan. 24, 2008.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect:

  -- The credit quality of the underlying pool, which has a
     weighted average FICO score of 701.65 and consists of
     prime automobile loans;

  -- The timely interest and principal payments made under
     stressed cash flow modeling scenarios that are consistent
     with the ratings assigned to each class of notes;

  -- The credit enhancement; and

  -- The sound legal structure.
   
                  Preliminary Ratings Assigned
           Capital Auto Receivables Asset Trust 2008-1
   
                           Interest    Amount     Legal final
  Class   Rating   Type     rate*    (million)**   maturity
  -----   ------   ----    --------  -----------  -----------
  A-1***  A-1+     Senior   N.A.       $207.000   February 2009
  A-2     AAA      Senior   N.A.       $261.000   September 2010
  A-3     AAA      Senior   N.A.       $359.000   August 2012
  A-4     AAA      Senior   N.A.       $120.407   July 2014
  B****   A        Sub      N.A.        $32.583   July 2014
  C****   BBB      Sub      N.A.        $15.038   July 2014
  D****   BB       Sub      N.A.         $5.013   July 2014
   
* The interest rate on each class of notes will be a fixed rate, a  
  floating rate, or a combination of both if that class has both a
  fixed- and floating-rate tranche.  If the interest rate is
  floating, the rate will be tied to one-month LIBOR, and the
  trust will enter into a swap agreement with the swap
  counterparty.

** The actual dollar amounts will be determined at pricing.

*** The class A-1 notes will be sold in one or more private
    placements.

**** The class B, C, and D notes may be initially retained by the
     depositor or sold in one or more private placements. N.A.-Not
     available.


CARL HASTINGS: Case Summary & 42 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carl W. Hastings
        Ramona M. Hastings
        202 County Road 242
        Hanceville, AL 35077

Bankruptcy Case No.: 08-80212

Chapter 11 Petition Date: January 24, 2008

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266

Total Assets: $1,433,350

Total Debts:  $14,254,461

Debtor's 42 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo Equipment                                $4,504,225
530 Fifth Avenue,
15th Floor
New York, NY 10036

C.I.T. Equipment Finance                             $4,500,000
1540 West Fountainhead
Tempe, AZ 85282

Dunn Construction                                    $1,200,000
P.O. Drawer 11967
Birmingham, AL 35202

Equipment Finance                                    $500,000
P.O. Box 56347
Jacksonville, FL 32217

Altec Capital                                        $380,000
33 Inverness Center
Parkway, Suite 200
Birmingham, AL 35242

Ozark Stripping                                      $150,000

Hanson Pipe & Products, Inc.                         $80,000

Hanson Pipe & Precast                                $72,253

Blue Star Ready Mix, U.S.A.                          $60,000

Burgreen Construction                                $50,000

A.P.A.C. Southeast                                   $45,000

Alabama Guardrail                                    $45,000

Kelly Construction Co.                               $44,000

R.J. Whisenant                                       $39,000

H.&L. Guardrail                                      $32,000

Tractor & Equipment                                  $29,000

A.F.C. Self Insurance                                $25,000

J. Smith Lanier & Co.                                $25,000

Regions Bank                                         $19,772

Kirkpatrick Concrete, Inc.                           $18,000

Sunshine Supplies                                    $17,000

Cowin Equipment Co.                                  $16,000

C.D.F. Engineers                                     $15,000

Statewide Grassing, Inc.                             $15,000

Alabama Baricade                                     $12,000

Highway Maintenance                                  $10,000

Byars & Associates                                   $10,000

S.R.M. Aggregates, Inc.                              $9,500

Protection Services                                  $9,853
Division of Stabler Co.

Fleet                                                $9,000
Direct Market Fuelman

Alabama Department of Re                             $7,500

T.C.I. Tire Center                                   $7,000

Sherman Industrial                                   $5,500

C.N.A. Surety                                        $5,500

Sherman International                                $4,000

United Rentals                                       $3,500

Rental Service Corp.                                 $3,000

Monitor Surety Mangers                               $3,000

A.P.A.C.                                             $2,000

McFreif, Seibels & Williams                          $2,000

Carr, Riggs & Ingram                                 $1,998

G.M.A.C.                       value of security:    $1,500
                               $30,000.00


CHRYSLER LLC: Invests $27 Million in Toledo Machining Plant
-----------------------------------------------------------
Tom LaSorda, Chrysler LLC Vice Chairman and President, disclosed
that Chrysler would invest more than $27 million in its Toledo
Machining Plant in Ohio.  The plans were revealed during a keynote
speech at the Toledo Regional Chamber of Commerce's annual
meeting.

Toledo Machining, which currently builds torque converters and
steering columns, will divide the investment into two separate
parts of the plant: $26.4 million will go toward the manufacturing
of a redesigned torque converter for automatic transmissions and
an additional $1.5 million will be used for production of a new
steering column.

The torque converter investment will deliver improved fuel
efficiency and refinement and retain 164 jobs.  The steering
column investment will retain 44 hourly jobs.

"Chrysler's investments in the Toledo area are rooted in our faith
that we can keep good-paying manufacturing jobs in America as long
as government, our unions and our companies all pull together for
the common good," Mr. LaSorda said.  "We at Chrysler have a stake
in Toledo being a vital city, and we're pleased at the ongoing
progress."

Overall, the Toledo Machining investment will enhance Chrysler's
ability to offer the highest quality products and advanced
technical expertise.

"This is an important day for the future of the UAW and Chrysler,
and in particular for the continued competitiveness of our team
here in the State of Ohio," General Holiefield, UAW Vice
President, who directs the union's Chrysler Department, said.  
"This investment is a significant step toward realizing our vision
to see this company and our union grow this business and be
competitive for the long run."

"Chrysler is the largest manufacturing employer and one of the
best corporate citizens in Wood County," Tom Blaha, Executive
Director of the Wood County Economic Development Commission, said.  
"This investment is a testament to the hard working men and women
at Toledo Machining."

The Toledo Machining Plant is located in Perrysburg, Ohio.  The
plant covers 1.2 million square feet and employs 1,530.  Employees
at the plant are represented by UAW Local #1435.  The plant builds
steering columns and torque converters for vehicles across the
Chrysler, Jeep(R), Dodge product line.

Chrysler, a good neighbor and good citizen, sponsors various
community events through its philanthropic arm, The Chrysler
Foundation, including the Art Tatum Jazz Heritage Festival, Toledo
Urban League, City's Youth Entrepreneur Program, Toledo Opera, the
Toledo Museum of Art, Valentine Theatre and the Diamante Awards.

                       About Chrysler LLC

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

                          *     *     *

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


CIENA CORP: Earns $30.4 Million in Fourth Quarter Ended Oct. 31
---------------------------------------------------------------
Ciena Corp. reported net income of $30.4 million for the fiscal
fourth quarter ended Oct. 31, 2007.  This compares to fiscal third
quarter GAAP net income of $28.3 million, and with a reported GAAP
net income of $13.1 million for the same period a year ago.  For
the fiscal year ended Oct. 31, 2007, Ciena's reported GAAP net
income was $82.8 million.  This compares to a GAAP net
income of $595,000 for fiscal year 2006.

Revenue for the fourth quarter totaled $216.2 million,
representing a 5.5% sequential increase from fiscal third quarter
revenue of $205.0 million, and an increase of 35.2% over the same
period a year ago when the company reported revenue of
$160.0 million.  For the fiscal year ended Oct. 31, 2007, Ciena
reported revenue of $779.8 million, representing an increase of
38.2% over revenue of $564.1 million for fiscal 2006.

"By all accounts, 2007 was a momentous year for Ciena.  In
addition to achieving 38.0% annual revenue growth and delivering
strong financial performance, we established ourselves as a leader
in the emerging converged Ethernet infrastructure space with
strong market validation for our FlexSelect Architecture and
vision," said Gary Smith, Ciena president and chief executive
officer.  

"Our strong 2007 performance is the direct result of the
individual efforts of every single Ciena employee, and in 2008
everyone at Ciena will continue to focus on driving revenue
growth while working toward further operating performance
improvement."

At Oct. 31, 2007, Ciena had a $1.7 billion total cash position,
which includes $892.1 million in cash and cash equivalents and
$856.1 million in short-term and long-term investments in
marketable debt securities.  

The company's fiscal fourth quarter and fiscal 2007 GAAP net
income reflect a $13.0 million loss related to investments in
commercial paper issued by SIV Portfolio plc and Rhinebridge LLC,
two structured investment vehicles that entered into receivership
and failed to make payment at maturity.  After giving effect to
this loss, Ciena's investment portfolio at Oct. 31, 2007, included
an estimated fair value of $33.9 million related to these two
SIVs.

"As we look into fiscal 2008, we believe Ciena is poised to
benefit not only from capacity-related growth but also from the
transition to next-generation, converged Ethernet-based network
infrastructures," said Smith.  "We believe that Ciena's focus on
targeted segments of growth markets will enable us to continue to
grow faster than our overall market.  We expect to deliver up to
5.0% sequential revenue growth in our fiscal first quarter and
20.0% annual revenue growth in fiscal 2008."

                          Balance Sheet

At Oct. 31, 2007, the company's consolidated balance sheet showed
$2.42 billion in total assets, $1.57 billion in total liabilities,
and $850.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the year ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?275f

                        About Ciena Corp.

Headquartered in Linthicum, Maryland, Ciena Corporation
NASDAQ: CIEN) -- http://www.ciena.com/-- supplies communications  
networking equipment, software and services that support the
transport, switching, aggregation and management of voice, video
and data traffic.

                          *     *     *

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 $542.0 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.


COLUMBUS MCKINNON: Earns $10 Mil. in Quarter ended December 30
--------------------------------------------------------------
Columbus McKinnon Corporation reported financial results for its
fiscal 2008 third quarter that ended on Dec. 30, 2007.

Net income of $10 million for the fiscal 2008 third quarter
increased 9.5% from fiscal 2007 third quarter net income of
$9.1 million.  

"Strong performance in the quarter, particularly from domestic
hoists, cranes, rigging products and Columbus McKinnon Europe,
resulted in robust growth in revenue, margins and core earnings,"
Timothy T. Tevens, president and chief executive officer,
commented.  "Demand from our target markets continues, both by
industry and geography.  Also, our continued focus on debt
reduction, combined with our strong operating performance,
resulted in a further upgrade in our debt rating from Moody's
during the quarter."

Cash and cash equivalents at end of period amounted to
$61.07 million.

At Dec. 30, 2007, the company's balance sheet total assets of                
                 
$576.28 million, total liabilities of $296.63 million and  
total shareholders' equity of $279.65 million.

                     About Columbus McKinnon

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

                          *     *     *

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


COMM 2005-FL11: Fitch Affirms Low-B Ratings on $77.7 Mil. Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed COMM 2005-FL11 commercial mortgage
pass-through certificates as:

   -- $31.4 million class A-1 at 'AAA';
   -- $320.0 million class A-J at 'AAA';
   -- $33.3 million class B at 'AAA';
   -- $37.8 million class C at 'AAA';
   -- $25.7 million class D at 'AAA';
   -- $33.3 million class E at 'AAA';
   -- $30.2 million class F at 'AA+';
   -- $25.7 million class G at 'AA';
   -- $22.7 million class H at 'A+';
   -- $25.7 million class J at 'A-';
   -- $27.2 million class K at 'BBB';
   -- $22.7 million class L at 'BBB-';
   -- Interest Only classes X-1, X-2-CB, X-2-DB, X-2-SG, X-3-CB,
      X-3-DB, and X-3-SG at 'AAA'.

Classes M-SHI and M-COP have paid in full.

Fitch has also affirmed these rake classes in the
Whitehall/Starwood Golf Portfolio as:

   -- $15.7 million class R-GP at 'BBB';
   -- $28.6 million class S-GP at 'BBB-';
   -- $31.9 million class T-GP at 'BB+';
   -- $32.4 million class U-GP at 'BB';
   -- $13.4 million class V-GP at 'B+'.

Classes M-GP, N-GP, O-GP, P-GP, and Q-GP have paid in full.

With the partial paydown of the Whitehall/Starwood Golf Portfollio
loan, the balance of the transaction has been reduced by 12.1%
since Fitch's previous rating action.  As of the January 2008
distribution date, 62.6% of the original transaction has paid off,
leaving the balance at $635.8 million from $1.7 billion at
issuance.  Currently, eight of the original 17 loans remain, with
the Whitehall/Starwood Golf Portfolio loan having been reduced by
45.8% to $108.5 million from $220 million at issuance.  The rake
classes to that loan have been reduced to $122 million from $225
million.

While there has been a 12% reduction in the balance of the
transaction since Fitch's previous review, subordination levels
have increased only slightly, warranting affirmations.  The bulk
of the assets in the transaction have a modified pro-rata pay
structure, but the Whitehall/Starwood Golf Portfolio loan has a
sequential pay structure, which includes the paydown of rake
classes that are not part of the Trust's assets.  This structure
results in a smaller impact to the Trust's balance and
subordination levels, particularly at the lower classes, as the
loan pays down.  The pooled Whitehall/Starwood Golf Portfolio loan
now makes up 17.1%of the transaction.  Fitch anticipates a further
reduction in the balance of this loan as more courses are released
from the portfolio.

The current review is based on an analysis of a mixture of mid-
year and third-quarter 2007 financial statements provided by the
servicer, as well as the initial cash flow information available
at issuance.  Two loans are on the servicer's watch list.  
Rockwall I & II office portfolio (6.5%), has experienced a decline
in performance since issuance, however, occupancy at the property
has recently improved.  Crossgate Commons (4.0%), a retail mall in
Albany New York, has experienced a decline in net cash flow since
issuance, based on annualized September 2007 financial statements.  
Fitch will evaluate the investment grade characteristics of both
of those loans upon receipt of final year-end 2007 financial
information and the property rent rolls.

The largest loan, Toys R Us DE Portfolio, makes up 40.1% of the
remaining transaction balance.  The transaction also includes The
Toys R Us MPO Portfolio (13.7%), Mervyn's (7.2%), Camelback
Colonnade (6.53%), and Universal City Hilton (4.9%).  Given the
heavy concentration of retail assets in the transaction (71.6%),
Fitch does not anticipate ratings upgrades in the lower classes.


CONTINENTAL AIRLINES: Pilots Prepare for Merger Potential
---------------------------------------------------------
Leaders of the Continental pilots union, represented by the Air
Line Pilots Association, Int'l., decided to activate the union's
Strategic Merger and Acquisition Response Team Center.  Start-up
of the SMART center was in response to recent industry merger
activity.

"We will not stand idly by and allow a change in the airline
landscape without taking steps to protect the interests of our
pilots," says Capt. Tom Donaldson, chairman of the pilots' union.  
"We've made huge concessions over the past number of years.  As
stakeholders in Continental, we agree with management that we are
content as a profitable, stand-alone entity. However, we cannot
ignore the amount of merger talk present in the industry.  The
SMART center will allow us to take the steps necessary to protect
pilots' stakeholder equity in our airline."

The pilots' union and Continental management have worked together
to create a successful company and overcome obstacles that have
caused other airlines to file for bankruptcy.  "It is exactly this
type of cooperation that has allowed our company to flourish while
others have languished with poor earnings and even worse,
significant losses," Capt. Donaldson commented.  "We expect this
level of cooperation with management to continue with regard to
any merger decisions.  The pilots of Continental must be key in
the decision to welcome or reject any merger candidate."

Founded in 1931, ALPA is the world's largest pilot union
representing more than 60,000 pilots at 43 airlines in the U.S.
and Canada.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' Issuer Default
Rating with a Stable Outlook.


CRC HEALTH: Moody's Keeps B2 Rating Reflecting Stable Leverage
--------------------------------------------------------------
Moody's Investors Service affirmed CRC Health Corporation's
existing ratings, including the B2 Corporate Family Rating.   
Moody's also affirmed the Speculative Grade Liquidity rating of
SGL-2 but noted that available liquidity has diminished since
Moody's last rating action as the company has utilized and is
expected to continue to rely on its $100 million revolving credit
facility to fund acquisitions in excess of free cash flow.

The affirmation of the ratings reflects Moody's belief that the
company will continue to reflect metrics that are appropriate for
the B2 rating category despite the increase in outstanding debt
resulting from debt financed acquisitions.  The B2 rating reflects
the considerable amount of financial leverage and modest cash flow
coverage of debt metrics and the potential for continued
acquisition activity.  The rating also reflects the fact that the
company has now successfully integrated the operations of Aspen
Educational Group and continues to be the largest provider of
treatment services for addiction diseases and related behavioral
disorders, a sector with attractive opportunities for growth.

Ratings affirmed/LGD assessments revised:

  -- $100 million senior secured revolving credit facility, Ba3
     (LGD2, 29%)

  -- $420 million senior secured term loan, Ba3 (LGD2, 29%)

  -- $200 million senior subordinated notes, Caa1 (LGD5, 80%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-2

CRC is a wholly owned subsidiary of CRC Health Group, Inc.
Headquartered in Cupertino, California, CRC owns and operates
behavioral healthcare facilities and clinics specializing in the
treatment of chemical dependency and other addiction diseases.  At
Sept. 30, 2007, CRC operated over 107 residential and outpatient
treatment facilities in 23 states.  The company also provides
youth treatment services through residential schools, wilderness
programs and weight loss programs.  At Sept. 30, 2007, youth
treatment services were administered at 38 facilities in 13 states
and one in the United Kingdom.  CRC recognized revenue of
approximately $431 million for the twelve months ended sept. 30,
2007.


CSFB ABS: Realized Losses Prompt S&P to Junk Class M-2's Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1 and M-2 mortgage-backed securities issued by the
mortgage pass-through certificates from CSFB ABS Trust Series
2002-HE1.  In addition, Standard & Poor's affirmed its ratings on
the class A-1 and A-2 certificates from the same transaction.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow.  This has reduced overcollateralization
(O/C) for series 2002-HE1 to zero and caused the class B
certificates to default in August 2007.  The three-, six-, and 12-
month average realized losses are $364,428, $282,571, and
$256,504, respectively, and they continue to adversely affect the
transaction.  As of the January 2008 remittance period, the
cumulative realized loss is $17,184,312, or 4.30% of the original
pool balance.  The transaction has sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs),
suggesting that the unfavorable performance trend is likely to
continue.   Severe delinquencies total $5.608 million, which is
20.96% of the current pool balance.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Furthermore, classes A-1 and A-2
have additional support from a bond insurance policy issued by
Financial Security Assurance Inc. ('AAA' financial strength
rating).  The affirmation of the bond-insured class is based on
the financial strength of the related insurer.  The
collateral consists of closed-end, fixed- and adjustable-rate
first-lien mortgage loans with original terms to maturity of no
more than 30 years.
   
                         Ratings Lowered
   
                 CSFB ABS Trust Series 2002-HE1
                   Pass-through certificates
   
                                    Rating
                                    ------
                 Class       To               From
                 -----       --               ----
                 M-1         BBB              AA+
                 M-2         CCC              BB
   
                        Ratings Affirmed
   
                 CSFB ABS Trust Series 2002-HE1
                   Pass-through certificates
   
                       Class       Rating
                       -----       ------
                       A-1*        AAA
                       A-2*        AAA
    
                     * Bond-insured class.


CSK AUTO CORP: Posts $5.8 Mil. Net Loss in Quarter Ended Nov. 4
---------------------------------------------------------------
CSK Auto Corporation and its subsidiaries reported a net loss of
$5.8 million for the third quarter of fiscal 2007 ended Nov. 4,
2007, compared to net income of $3.2 million for the third quarter
of fiscal 2006 ended Oct. 29, 2006.

Net income decreased for the thirty-nine weeks of fiscal 2007 to
$1.1 million, compared to net income of $7.5 million for the
thirty-nine weeks of fiscal 2006.

Net sales for the thirteen weeks ended Nov. 4, 2007, decreased
2.4% to $471.4 million compared to $483.1 million for the third
quarter of fiscal 2006.  Same store sales for the third quarter of
fiscal 2007 decreased 3.0% over the third quarter of fiscal 2006,
with same store retail sales declining 4.8% and same store
commercial sales increasing 5.4%.  

Net sales for the thirty-nine weeks ended Nov. 4, 2007, decreased
0.8% to $1.42 billion compared to $1.44 billion for the thirty-
nine weeks ended Oct. 29, 2006.  Same store sales for the thirty-
nine weeks of fiscal 2007 declined 2.4% compared to the thirty-
nine weeks of fiscal 2006, with same store retail sales declining
4.3% and same store commercial sales increasing 6.6%.  The decline
in net sales that the company experienced in the third quarter of
fiscal 2007 was the primary contributor to the thirty-nine week
decrease in net sales.

Gross profit decreased $12.3 million to $214.6 million, or 45.5%
of net sales, for the third quarter of fiscal 2007 compared to
$226.9 million, or 47.0% of net sales, for the third quarter of
fiscal 2006.  The decrease in gross profit dollars was the result
of the decline in sales as well as a decline in the company's
gross profit percentage.  

Gross profit decreased $9.1 million to $665.5 million or 46.7% of
net sales, for the thirty-nine weeks of fiscal 2007 compared to
$674.6 million, or 47.0% of net sales, for the thirty-nine weeks
of fiscal 2006.  The decrease in gross profit dollars was
primarily the result of the decline in sales during the third
quarter.  

Operating and administrative expenses for the third quarter of
fiscal 2007 were $207.4 million, or 44.0% of net sales, compared
to $201.1 million, or 41.6% of net sales, for the third quarter of
fiscal 2006.  Operating and administrative expenses for the
quarter increased $6.3 million, $3.8 million of which was
attributable to severance pay associated with the personnel
reductions and fixed asset impairment costs incurred relative to
the planned closure of 40 stores in fiscal 2008 associated with
the company's recently initiated strategic plan, and reserves for
various regulatory compliance matters.  Also, operating and
administrative expenses for the quarter increased as a result of
expenses associated with the 30 net new stores added from Oct. 29,
2006, through Nov. 4, 2007.

Operating and administrative expenses for the thirty-nine weeks of
fiscal 2007 were $610.9 million, or 42.9% of net sales, compared
to $582.8 million or 40.6% of net sales for the thirty-nine weeks
of fiscal 2006.  Operating and administrative expenses increased
$28.1 million for the thirty-nine weeks of 2007 primarily as a
result of expenses associated with additional stores and
inflationary cost increases at existing stores for such items as
increased rent and other occupancy-related costs.

Interest expense for the third quarter of fiscal 2007 was
$13.2 million, compared to $13.3 million in the third quarter of
fiscal 2006.  Interest expense for the thirty-nine weeks of fiscal
2007 was $39.7 million compared to $34.6 million in the thirty-
nine weeks of fiscal 2006.  The interest expense increase during
the thirty-nine weeks of fiscal 2007 reflected the full impact of
the refinancing that was completed in the second quarter of fiscal
2006, which resulted in increased interest rates on most of the
company's debt.

                            Liquidity

The company's outstanding debt balances (excluding capital leases)
as of Nov. 4, 2007, was $475.0 million.  At Nov. 4, 2007, the
company had approximately $207.7 million of availability under its
Senior Credit Facility (in addition to $20.0 million of
outstanding borrowings thereunder and $31.2 million of outstanding
letters of credit issued thereunder).  

                          Balance Sheet

At Nov. 4, 2007, the company's consolidated balance sheet showed
$1.16 billion in total assets, $985.4 million in total
liabilities, and $175.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 4, 2007, are available for
free at http://researcharchives.com/t/s?2760

                          About CSK Auto

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO)
-- http://www.cskauto.com/-- is the parent company of CSK Auto  
Inc., a specialty retailer in the automotive aftermarket.  As of
Nov. 4, 2007, the company operated 1,342 stores in 22 states under
the brand names Checker Auto Parts, Schuck's Auto Supply, Kragen
Auto Parts, and Murray's Discount Auto Stores.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. Jan 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on CSK Auto Inc. to 'B-' from 'B'.  The outlook is
negative.  At the same time, S&P lowered the bank loan rating on
the company's $450 million term loan due 2026 to 'B-' (the same as
the corporate credit rating on CSK Auto) from 'B'.  The recovery
rating remains '3', indicating S&P's expectation for meaningful
(50%-70%) recovery in the event of payment default.   In addition,
S&P lowered the rating on the company's senior unsecured debt to
'CCC' from 'CCC+'.


DELPHI CORP: Bankruptcy Court Confirms Chapter 11 Plan
------------------------------------------------------
The Honorable Judge Robert D. Drain of the United States
Bankruptcy Court for the Southern District of New York entered an
order on January 25, 2008, confirming the First Amended Joint Plan
of Reorganization, as modified, of Delphi Corporation and certain
of its affiliates.  The Court ruled that Delphi had met all of the
statutory requirements to confirm its Plan.

"Today's confirmation represents one of the most significant
events of a very complex business reorganization to be completed
during a challenging time in the automotive industry," said Robert
S. "Steve" Miller, Delphi's executive chairman.  "The industry-
changing accomplishments contemplated by this Plan could not have
been achieved without the hard work and continued focus of our
employees, the support of our customers, suppliers and other
stakeholders, and the dedication of our professionals."

Delphi plans to emerge during the current calendar quarter
following the syndication and closing of approximately
$6.1 billon of exit financing facilities and satisfaction of other
conditions to the Effective Date of the Plan including completing
the rights offerings provided for under the Plan, closing of the
Investment Agreement with the Plan Investors and consummation of
the Global Settlement Agreement with General Motors Corp.

"Delphi has substantially achieved all of the objectives that we
identified in our 2006 transformation plan," said Rodney O'Neal,
Delphi's CEO and President.  "Since the chapter 11 cases were
filed in late 2005, we have negotiated amended collective
bargaining agreements with our U.S. unions resulting in more
competitive U.S. operations; entered into comprehensive settlement
and restructuring agreements with General Motors; made substantial
progress in divesting or winding down facilities and business
lines that are not core to Delphi's future plans; implemented
initiatives in our organizational cost structure to achieve
important cost savings and rationalize our salaried workforce to
competitive levels; and obtained pension funding waivers from the
Internal Revenue Service which will permit Delphi to fund its
defined benefit pension plans following emergence from chapter
11."

Delphi earlier announced broad-based stakeholder support for the
Plan.  Eighty-one percent of all voting creditors aggregated
across classes voted to accept the Plan.  Of the total amount
voted by all general unsecured creditor classes, 78% voted to
accept the Plan. More than 70% of the ballots cast and 70% of the
total dollar amount voted by Delphi's senior note claims, TOPrS
claims, and all other claims (including trade claims) segments
each voted separately to accept the Plan.  One hundred percent of
the ballots cast in the GM and MDL classes voted to accept the
Plan.  Of the approximately 217,000,000 shares voted by
shareholders, 78% voted to accept the Plan.  While one class each
in two lower tier Delphi subsidiaries did not accept the Plan, the
Bankruptcy Court confirmed the Plan over the vote of the two
subsidiary dissenting classes holding that Delphi was entitled to
confirm and implement the Plan for several reasons including based
on "new value" contributed by Delphi to the subsidiaries.

Details of the Plan can be found by accessing the Delphi Legal
Information web site at http://www.delphidocket.com/

                        About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
convened hearings to consider confirmation of the Plan beginning
Jan. 17, 2008.

(Delphi Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELPHI CORP: To Sell Steering Business to Platinum Equity
---------------------------------------------------------
Delphi Corporation said it will seek approval from the U.S.
Bankruptcy Court for the Southern of New York  to sell its
steering and halfshaft businesses to an affiliate of Platinum
Equity at a sale hearing on February 21, 2008.

Delphi said, in a news release, plans to conclude the sale as soon
as all regulatory approvals have been received.

Divestiture solutions firm Platinum Equity, LLC --
http://www.platinumequity.com/-- through affiliate Steering  
Solutions Corp., has offered to purchase Delphi's global steering
and halfshaft businesses for $447,000,000.  Delphi previously
disclosed in January 2007 that it was working on finalizing a sale
and purchase  agreement with Platinum Equity regarding the sale of
the businesses.

Pursuant to a Master Sale And Purchase Agreement dated December
10, 2007, have agreed to sell the global steering and halfshaft
businesses to Platinum Equity, but subject to competitive bidding
at an auction scheduled for January 28, 2008.  Delphi said that
Platinum Equity was the sole bidder for the subject assets.

Steering Holding, LLC, previously opposed to Platinum Equity's
designation as stalking horse bidder on grounds that (i) the
proposed break up fee and expense reimbursements, which could
reach up to $8,000,000, is not justified; and (ii) it could
provide a better offer for Delphi's steering and halfshaft
businesses.  The Court, however, denied Steering Holding's
objection, but the party was entitled to submit a competing bid by
January 18, 2008, under the Court-approved protocol.

Under its steering and halfshaft businesses, Delphi designs and
manufactures steering and driveline systems and components for
automotive vehicle manufacturers and adjacent markets.  The
businesses operate 22 manufacturing plants in 15 locations
worldwide, five regional systems engineering centers, and 11 local
customer support  enters.  In addition, the businesses employ
approximately 9,700 individuals globally, about 5,625 of whom work
in the U.S.  The businesses' customer base includes major
domestic, transnational, and international original equipment
manufacturers, including General Motors Corp., Fiat, Ford,
DaimlerChrysler, and Chevy.  In 2006, the businesses generated
$2,530,000,000 in revenues.

                       About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court convened hearings to consider confirmation of the
Plan beginning Jan. 17, 2008.  The Court entered an order
confirming the Plan on January 25, 2008.

(Delphi Bankruptcy News, Issue No. 109; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


DELTA AIR: Reports 4TH Quarter & Full Year 2007 Results
-------------------------------------------------------
Delta Air Lines reported results for the quarter and year ended
December 31, 2007.  Key points include:

     * Delta's 2007 pre-tax income was $1.8 billion.  Excluding
       reorganization related and certain items, pre-tax income
       was $625,000,000, a $1,100,000,000 improvement compared to
       2006.
    
     * due to a 26% rise in fuel price, Delta reported a pre-tax  
       loss for the fourth quarter of $105,000,000.

     * Delta ended the year with $3,800,000,000 in unrestricted
       liquidity, including $1 billion available under its
       revolving credit facility.

     * Delta employees will receive $158,000,000 in profit
       sharing in recognition of their critical role in achieving
       significant financial improvements in 2007.

Delta reported pre-tax income of $1,800,000,000 in 2007. Excluding
reorganization related and certain items, pre-tax income was
$625,000,000, a $1,100,000,000 improvement compared to 2006.  As a
result of the unprecedented increase in jet fuel prices from $2.31
to as high as $2.77 per gallon, Delta reported a pre-tax loss for
the quarter of $105,000,000, an $80,000,000 improvement compared
to the prior year period excluding reorganization items.

Delta's net income for the year was $1,600,000,000, or
$418,000,000 excluding reorganization related items.  Delta
reported a net loss of $70,000,000 for the fourth quarter, or
$0.18 per diluted share.

"2007 was an historic year for Delta marked by achievements that
demonstrate the extraordinary power of Delta people," said Richard
Anderson, Delta's chief executive officer.  "Our successful
emergence from bankruptcy; continued successful international
expansion; strong operational performance; positive financial
results -- in spite of the unrelenting pressure we face from
record fuel prices -- reflect the outstanding work of our people,
and I'm pleased that we'll deliver $158,000,000 in profit sharing
to my Delta colleagues in a few weeks in recognition of their many
achievements in 2007."

                      Revenue Improvements

Delta's network restructuring and revenue management initiatives
continued to drive positive momentum during the December 2007
quarter.  Passenger revenue increased 10% compared to the prior
year period driven by 5% higher yield and 5% higher traffic.  
During the fourth quarter, 32% of Delta's capacity operated in
international markets, up from 23% in the December 2005 quarter.  
During the same periods, the percentage of Delta's capacity
operating in domestic markets declined to 68% from 77%.

Delta's fourth quarter consolidated passenger unit revenue (PRASM)
improved 6% year over year to 10.87 cents.  Continued strong
demand for Delta's international product resulted in a 14%
increase in international PRASM year over year.  Domestic PRASM
increased 4% driven by the domestic network restructuring and
higher yields from pricing actions implemented to offset higher
fuel costs.  Based on 2007 ATA data, Delta's consolidated length
of haul adjusted PRASM for 2007 was 95% of industry average PRASM
(excluding Delta), up from 86% in 2005 when the Company began its
restructuring.

Comparisons of revenue related statistics by geographic region
are:

                  December 2007 Quarter vs. December 2006 Quarter
                  -----------------------------------------------
                   Domestic  Latin America  Atlantic  Pacific
                   --------  -------------  --------  -------
Passenger Revenue    4.4%        13.5%        33.3%     50.3%
Passenger Unit
  Revenue            4.3%        13.6%        15.2%    (6.0)%
Yield                4.6%         4.7%        12.7%     2.3%
Traffic             (0.2)%        8.5%        18.3%     47.0%
Capacity             0.0%         0.0%        15.7%     59.9%
Load Factor         (0.2) pts     6.0 pts      1.7 pts  (6.5) pts

Other, net revenues increased $72,000,000, or 17%, in the fourth
quarter primarily due to higher passenger fees and charges, an
increase in SkyMiles revenue and the impact of fresh start
reporting.

                        Cost Discipline

For the December 2007 quarter, Delta's operating expenses
increased 10%, or $445,000,000 over the prior year period.  Of
this amount, increased fuel price represented almost $370,000,000,
including fuel prices paid under our contract carrier
arrangements.  The remainder of the increase in operating expense
was primarily due to higher expenses related to the 4% increase in
capacity during the quarter.  For the same period, non-operating
expenses declined 46%, or $88,000,000, due primarily to lower
effective interest rates, improved cash flows and the impact of
fresh start reporting.

Because of the steep rise in fuel price during the fourth quarter
of 2007, Delta's mainline unit cost (CASM) increased 4% to 10.79
cents compared to the prior year period.  Excluding fuel expense,
mainline CASM declined 6% to 6.79 cents.

"While the recent sharp rise in fuel price pressured the business
significantly in the fourth quarter, the year over year
improvements in unit revenue and non-fuel unit cost demonstrate
the progress we continue to make to transform Delta," said Edward
Bastian, Delta's president and chief financial officer.  "However,
the business must be recalibrated to this high fuel price
environment and we have moved aggressively to reduce domestic
capacity beginning in January while retaining the flexibility to
quickly make further adjustments as the domestic economic outlook
warrants."

                    Operational Performance

Based on the most recent available DOT data, Delta ranks first
among the network carriers in on-time performance in 2007, a
significant accomplishment by Delta employees given the
considerable weather and congestion challenges faced during the
year.  In addition, during November 2007, Delta led the industry
by ranking first in on-time performance at each of its hubs in
Atlanta, New York-JFK, Salt Lake City and Cincinnati.

Delta was pleased to participate with the Federal Aviation
Administration (FAA) on a schedule reduction process, finalized in
mid-January, to ease congestion and reduce delays at New York's
three major airports.  The Company worked cooperatively with the
FAA to adjust its JFK schedule during peak times, while
maintaining previously announced international growth plans for
summer 2008.  Delta believes the revised schedule will result in
more efficient operations and a better travel experience for its
customers, particularly during the busy summer travel season.

                         Liquidity

In October 2007, Delta continued to strengthen its liquidity
position by issuing $1,400,000,000 in new enhanced equipment trust
certificates (EETC).  This transaction refinanced $961,000,000 in
aircraft-secured debt, including Delta's 2001-2 EETC, lowering the
interest rate and deferring more than $560,000,000 in maturities
which had been due in 2010-11.

In December 2007, Delta received $156,000,000 under a new
agreement that allows the company to borrow up to $233,000,000 to
finance aircraft pre-delivery payments.  This credit facility
consists of separate loans for each related aircraft, with various
maturity dates between February 2008 and August 2009.

Also during the quarter, Delta received $83,000,000 from the sale
of its investment in ARINC.  This investment had been recorded at
fair value upon emergence from bankruptcy. As a result, there was
no gain or loss recorded on this transaction.

As of December 31, 2007, Delta had $3,300,000,000 in cash, cash
equivalents and short-term investments, of which $2,800,000,000
was unrestricted.  Delta has an additional $1,000,000,000
available under its revolving credit facility, resulting in a
total of $3,800,000,000 in unrestricted liquidity at year end.

                        Fuel Hedging

During the December 2007 quarter, Delta hedged 21% of its fuel
consumption, resulting in an average fuel price of $2.61 per
gallon.  Delta realized approximately $40,000,000 in cash gains on
fuel hedge contracts settled during the quarter.

As of January 22, 2008, Delta has these fuel hedges in place for
estimated 2008 consumption:

                        Percent Hedged  Jet Fuel Equivalent Cap
                        --------------  -----------------------
   Q1 2008                         26%                    $2.77
   Q2 2008                         31%                    $2.72
   Q3 2008                         15%                    $2.70
   Q4 2008                         10%                    $2.69

                         2007 Highlights

In 2007, Delta continued the positive momentum in its business,
demonstrating its ongoing commitment to providing the best
products and services to its customers while creating value for
shareholders.  Highlights include, Delta:

     * successfully emerged from bankruptcy on April 30,
       positioning itself to compete aggressively with a best-in-
       class cost structure and balance sheet, a diversified
       global network, a renewed focus on the customer
       experience, and a dedicated and committed workforce;

     * invested significantly in Delta people worldwide through a
       comprehensive compensation program, including a stock
       distribution and cash lump sum payment to employees upon
       emergence from bankruptcy, an increase in base pay, an
       enhanced annual profit sharing program, a monthly Shared
       Rewards program, and a new defined contribution benefit.

     * earned, for the second consecutive year, a ranking in the
       top two among network carriers in the JD Power Customer
       Satisfaction Survey;

     * signed a joint venture agreement with Air France, to be
       implemented in April 2008, to share revenues and costs on
       certain trans-Atlantic routes, expanding the existing
       partnership that has resulted in new routes and choices to
       customers on both sides of the Atlantic since its
       inception.  As part of this agreement, Delta customers
       will have the option of four daily Heathrow flights
       beginning March 30, 2008: twice daily from New York-JFK,
       and once daily from Atlanta, operated by Delta; and once
       daily from Los Angeles, operated by Air France;

     * won the rights to offer nonstop flights between the
       world's largest airline hub in Atlanta and Shanghai,  
       China, effective March 30, 2008, filling a critical void
       in air travel by providing 65,000,000 residents of the  
       Southeast direct access to the world's fastest growing
       economy;

     * completed the conversion of 11 B767-400 aircraft from
       domestic to international service, with three remaining
       B767-400 aircraft to be converted by spring 2008.  These
       aircraft support Delta's international expansion strategy.  
       In 2007, Delta launched 16 new international routes,
       including service from Atlanta to Dubai, Lagos, Prague,
       Seoul, and Vienna and from New York-JFK to Bucharest and
       Pisa;

     * confirmed orders for a total of eight B777-LR aircraft,
       and announced the planned installation of winglets on more
       than 60 B737-NG, B757-200 and B767-300ER aircraft over the
       next two years; added more two-class regional jets
       featuring first class cabins; and introduced into trans-
       Atlantic service Delta's first long-range B757-200
       aircraft featuring on-demand digital entertainment in
       every seat; and

     * invested in facilities and on-board products to improve
       the customer's travel experience including a redesigned,
       state-of-the-art lobby at Hartsfield-Jackson Atlanta
       International Airport, a dedicated premium customer check-
       in facility at Terminal 2 at New York-JFK, and enhanced
       food offerings with new domestic First Class and
       international BusinessElite(R) entrees from Chef Michelle
       Bernstein and new food-for-sale options from Chef Todd
       English in U.S. Coach Class.

                      Emergence Related Items

For the December 2007 quarter, emergence related items resulted in
a $65,000,000 increase to pre-tax income. Fresh start reporting
increased pre-tax income by $94,000,000, and share-based
compensation expense for emergence equity awards decreased pre-tax
income by $29,000,000.  In total, emergence related items
increased consolidated PRASM by 0.15 cents and increased mainline
non-fuel CASM by 0.14 cents.

For the March 2008 quarter, Delta estimates emergence related
items will increase revenue by approximately $50,000,000, increase
operating expense by approximately $40,000,000 and decrease non-
operating expense by approximately $15,000,000.

                          About Delta Air

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.

(Delta Air Lines Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                        *     *     *

As previously reported in the Troubled Company Reporter, according
to Standard and Poor's, media reports that Delta Air Lines Inc.
(B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) has no
effect on its ratings or outlook on Delta, but that confirmed
merger negotiations would result in S&P's placing ratings of Delta
and other airlines involved on CreditWatch, most likely with
developing or negative implications.


DENNIS CUNNINGHAM: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dennis Henry Cunningham
        6006 Fairview Drive
        Park City, UT 84098

Bankruptcy Case No.: 08-20403

Chapter 11 Petition Date: January 24, 2008

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       unsecured portion     $804,925
Attention: Special Procedure,  of secured tax lien
Mail Stop 5021
50 South 200 East
Salt Lake City, UT 84111

                               one-half interest in  $1,023,160
                               residence; value of
                               security: $582,000;
                               value of senior lien:
                               $363,765

Nelnet                         student loan          $81,623
P.O. Box 2877                  (consolidation) for
Omaha, NE 68103                daughter

Deseret Land Co.               personal loans        $81,000
500 North Market Place Drive,
Suite 203
Centerville, UT 84014

Charter Funerals               personal loans        $42,000

CitiBank                       living expenses       $17,474

Beneficial                     cash for living       $16,177
                               expenses

Chase Bank                     living expenses       $14,249
                               (Visa)

Chase                          living expenses       $13,022
                               (United Mileage
                               Plus)

Corbridge Baird & Christensen  legal services        $8,188

Capital One Bank               living expenses       $7,190

Zions Bank                     overdraft             $4,938

Jones McLevich Glazer          accounting services   $1,872

Kent Johnson, D.D.S.           dental services       $1,787
                               (should be covered by
                               insurance)

Clyde Snow Sessions & Swenson  legal services (offer $1,390
                               in compromise to
                               I.R.S.)

H.S.B.C. Card Services         living expenses       $704
                               (Gold MasterCard)

Snow Country Dental Care       dental services       $75


E*TRADE FINANCIAL: Posts $1.7 Billion Net Loss in 4th Qtr. 2007
---------------------------------------------------------------
E*TRADE Financial Corp. reported a net loss of $1.7 billion for
its fourth quarter ended Dec. 31, 2007, compared to net income of
$177.0 million a year ago.  For the year ended Dec. 31, 2007, the
company reported a net loss of $1.4 billion compared to net income
of $629.0 million in 2006.

"Our 2007 earnings performance was clearly disappointing, with the
overall results masking a very strong year of growth for the
retail franchise," said R. Jarrett Lilien, acting chief executive
officer, E*TRADE Financial Corporation.  "The earnings loss
reflects a damaged balance sheet that we are now correcting.  The
primary objectives of the turnaround plan are to eliminate
lingering customer concerns about the risk associated with the
Bank's balance sheet and the company's capital ratios, and to
reduce expenses to free up capital that will fund growth
initiatives.  Combined, these efforts will unleash the growth
potential of the franchise."

"Over the past 60 days, we've taken significant steps to
strengthen the franchise.  We have stabilized our customer base,
reduced balance sheet-related risk and leverage, exited non-
performing businesses, secured a $2.5 billion cash infusion and
increased Bank capital ratios," continued Mr. Lilien.

According to E*TRADE, despite the weight of the credit issues, the
core retail franchise showed strength in 2007.  The company's
Retail segment net revenue grew 10.0% year-over-year and segment
income grew 14.0%,  delivering a solid 43.0% operating margin in
2007.  The company also saw its total retail account base grow by
290,000 or 7.0%, with target segment account growth up 14.0%.  For
the quarter, Daily Average Revenue Trades rose 38.0% over the
year-ago period, with a 52.0% increase in international DARTs.  
Total customer cash and deposits ended the year flat at
$33.6 billion, with total client assets declining 3.0% year-over-
year to $190.0 billion.

"The 2007 credit environment was far more severe than anyone
originally anticipated," said Mr. Lilien.  "Rapidly deteriorating
loan performance, a lack of liquidity in the secondary mortgage
market, declining home prices and tighter mortgage lending
standards had a significant impact on the company's earnings for
the year."

For all of 2007, the company recognized an increased provision
expense totaling $640.0 million and asset losses and impairments
of $2.45 billion, including the sale of the ABS portfolio to
Citadel Investment Group.  With the sale of the ABS portfolio, the
company purged its most distressed asset class, eliminating a
source of earnings volatility.  In addition, the company ended the
year well-capitalized by regulatory standards and adequately
reserved for expected loan losses with a total allowance of
$508.0 million, or 1.7% of total loans.  The level of both items
exceed previous expectations.

                       2008 Turnaround Plan

E*TRADE's management team today also outlined additional elements
of its previously announced turnaround plan to strengthen the
company's capital position and manage the performance of its loan
portfolio in an orderly fashion.  The turnaround plan aims to
restore customer and shareholder confidence and return the company
to growth.  Specific details of the turnaround plan include:

    * Strengthen parent company capital and liquidity through a   
      combination of asset sales and potential capital market  
      transactions

    * Remove undue risk from Bank balance sheet

    * Reduce liabilities of parent company

    * Reduce costs by $360.0 million through a combination of
      direct expense cutting and elimination of non-recurring
      expenses

    * Re-invest $85.0 million in growth initiatives, including
      marketing, service and product innovation

    * Exit 2008 approaching $1.0 billion in excess Bank capital,  
      exceeding the requirements to be considered well-capitalized
      by regulatory standards

Management expects to deliver significantly improved results in
2008 and anticipates returning the company to a full-year profit
in 2008.  For 2008, our business expectations include the
following key metrics:

    * DARTs of 170,000 to 200,000

    * Enterprise cash of $33B to $37B

    * Average margin debt of $7B to $8B

    * Enterprise interest-earning assets of $45B to $49B

    * Provision expense of $400M to $600M

    * Year-end Bank Tier 1 Capital ratio of 7% to 8% and Bank Risk
      Weighted Capital ratio of 12.5% to 13.5%

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$56.85 billion in total assets, $54.02 billion in total
liabilities, and $2.83 billion in total shareholders' equity.

                     About E*TRADE Financial

Based in New York City, E*Trade Financial Corporation (NasdaqGS:
ETFC) -- http://us.etrade.com/-- provides financial services
including trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank, or
its subsidiaries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


ELLIOTT HOLDING: PNC Bank Demands Payment of $3 Million Balance
---------------------------------------------------------------
The PNC Bank has compelled officers of the Elliott Building Group
to pay their $3 million balance on a certain property, the
Intelligencer reports.

Founder Brad Elliott and company CEO John DiPasquale, have an
outstanding debt of $3,048,352, including fees and interest, on
their development called The Preserve at Hilltown, the
Intelligencer relates citing court filings.  The property was
secured by a $13.1 million loan from the bank on August 2006.

                   About Elliott Building Group

Based in Langhorne, Pennsylvania, the Elliott Building Group Ltd.
-- http://www.elliottbuildinggroup.com/-- develops homes and real  
estate properties.  The holding company and 18 of its affiliates
filed for Chapter 11 protection on June 10, 2007 (Bankr. D. N.J.
Lead Case No. 07-18143), and an affiliate at Nov. 19, 2007 (Bankr.
D. N.J. Case No. 07-27002).  Aris J. Karalis, Esq. at Maschmeyer
Karalis, P.C., serves as the Debtors' counsel.  When Elliott
Building Group filed for bankruptcy, it listed assets and debts
between $1 million to $100 million.


ENSEMBLE CHIMES: Selling Substantially All Assets to MPS Group
--------------------------------------------------------------
Ensemble Chimes Global disclosed that MPS Group Inc. was the
successful bidder for its assets.

The closing of the transaction is subject to certain
contingencies, but it is anticipated that the transaction will
close by the end of the month.

On Jan. 24, 2008, the assets of Chimes, including software
platforms and related intellectual property, were auctioned
through bankruptcy proceedings in the United States District Court
in Los Angeles.

Axium International was also in the business of providing payroll
and accounting services to the entertainment industry. MPS Group
has no interest in pursuing any additional Axium International
asset other than the assets of Chimes.

"The anticipated acquisition of Chimes' assets will make Beeline
the clear leader in vendor management solutions with potential
oversight of more than $3 billion in annual contingent labor
spend," Timothy Payne, president and chief executive officer of
MPS Group, stated.  "Chimes' clients and users can now feel
comfortable that they will be supported by a large and financially
strong public company that has a long-term commitment to providing
world-class workforce solutions."

"We are aware that many Chimes' clients have suffered recent
disruptions to their operations due to Axium's bankruptcy filing,"
Richard White, president of Beeline, added.  "We are ready and
able to jump in and provide the resources and solutions necessary
to get these clients back online and operating efficiently."

                     About MPS Group Inc.

Headquartered in Jacksonville, Florida, MPS Group Inc. (NYSE:MPS)
-- http://www.mpsgroup.com/-- provides staffing, consulting, and  
solutions in the disciplines of information technology, finance
and accounting, law, engineering, and healthcare.  Badenoch &
Clark Company -- http://www.badenochandclark.com/-- is MPS'  
London-based subsidiary that specializes in professional services
recruitment on a direct hire, temporary, and contract basis in the
United Kingdom.  For 27 years, the company has focused on the
accounting, financial services, banking, legal, insurance,
property, public sector and human resource disciplines.  MPS Group
delivers its services to government entities and businesses in
virtually all industries throughout the United States, Canada, the
United Kingdom, and Europe.

                    About Ensemble Chimes


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).

                            About Axium

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.


FERTINITRO FINANCE: Fitch Affirms 'CCC' Rating and Removes Watch
----------------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
FertiNitro Finance Inc.'s 'CCC' rated $250 million 8.29% secured
bonds due 2020.  The Rating Outlook is Stable.  The rating
affirmation with a Stable Outlook reflects the political and
operational risk, even in an environment of high urea and ammonia
prices.

Fitch was informed by FertiNitro, that only 130,000 Metric Tons of
Petroquimica de Venezuela, S.A. urea offtake would be redirected
to the domestic market in 2008.  In 2007, FertiNitro faced
unplanned shutdowns due to technical and power related issues.  
Uncertainty on production redirection to domestic sales and
technical failures of the plant are still a concern.

The Negative Rating Watch reflected Fitch's concerns on the
implications of the implementation of the Decree-Law 5,218 of
March 6, 2007, which forces FertiNitro and other producers of
nitrogen-based fertilizers in Venezuela to direct their output
from global exports markets to satisfy the domestic market demand,
where sales are subject to pricing dictated by the government.  
According to the offtake agreement between Pequiven and
FertiNitro, Pequiven is obligated to re-sell, on a gradually
decreased percentage, its 50% share of the plant's production
outside Venezuela at market prices.

FertiNitro's plant was originally conceived and developed to
convert associated natural gas of Petroleos de Venezuela S.A. into
ammonia and urea, with export sales of these products generating
dollar revenues for Pequiven.  Price controls could diminish the
economic viability of FertiNitro.  According to the law, the
redirected output must be sold in local currency for the
equivalent of approximately $72 per MT; this price ceiling is
currently one-fourth of the international market price.

After six months of the decree-law in effect, Fertinitro's sales
have been stable and redirection of its offtake to the domestic
market has been less than expected by Fitch in 2007.  Fitch
believes that some redirection of FertiNitro's output might not
cause project revenues to decrease substantially during the next
years.  However, there is still uncertainty associated with the
ultimate volume of diverted output ordered by the decree.  
Furthermore, local demand for urea still remains unknown, and
official data from the Venezuela Ministry of Energy and Oil shows
that Pequiven's wholly owned plants in the Tablazo and Moron
complexes are not producing sufficiently to satisfy domestic
requirements.  While local sales from Fertinitro have averaged
126,000 MT of urea since 2004, sales up to October 2007 grew to
175,000 MT.  Fitch will continue to monitor legislative
developments in Venezuela as well as domestic demand for urea, to
take rating action as appropriate.

Over the coming months, FertiNitro plans to proceed with a capital
expenditures program that will further strengthen their production
capacity.  As of October 2007, the urea trains produced at 89% of
nameplate capacity, above 2006 levels.

Higher prices in the global markets offset the reduced shipments
that resulted from unexpected shutdowns of the urea and ammonia
trains in October 2007.  Ample accumulated cash balances enabled
FertiNitro to pay the programmed semi-annual amortization payments
of $21.3 million.  FertiNitro's debt service coverage ratio is
expected to average 1.77 times in 2008.

FertiNitro ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  It is owned 35% by a
Koch Industries, Inc. subsidiary, 35% by Pequiven, a state-owned
petrochemicals company, 20% by a Snamprogetti S.p.A. subsidiary,
and 10% by a Cerveceria Polar, C.A. subsidiary.


FORD MOTOR: Auto Credit Arm Earns $775 Million in 2007
------------------------------------------------------
Ford Motor Credit Company reported net income of $775 million in
2007, down $508 million from earnings of $1,283 million a year
earlier.  On a pre-tax basis, Ford Motor Credit earned $1.215
billion in 2007, down $738 million from 2006.  The decrease in
full year earnings primarily reflected the non-recurrence of
credit loss reserve reductions, higher borrowing costs, higher
depreciation expense for leased vehicles and higher costs due to
our North American business transformation initiative.  These were
offset partially by lower net losses related to market valuation
adjustments from derivatives and lower expenses primarily
reflecting improved operating costs.

In the fourth quarter of 2007, Ford Motor Credit's net income was
$186 million, down $93 million from a year earlier.  On a pre-tax
basis, Ford Motor Credit earned $263 million in the fourth
quarter, compared with $406 million in the previous year.  The
decrease in fourth quarter earnings primarily reflected the non-
recurrence of credit loss reserve reductions, higher borrowing
costs and higher depreciation expense for leased vehicles, offset
partially by lower expenses and the non-recurrence of losses
related to market valuation adjustments from derivatives.

"We had a good year in 2007 with a business that performed
consistently and predictably," Mike Bannister, chairman and CEO,
said.  "With our sound business fundamentals, we have a strong
foundation for the future."

Ford Motor Credit expects its earnings in 2008 to be about equal
to its earnings in 2007.

On Dec. 31, 2007, Ford Motor Credit's on-balance sheet net
receivables totaled $141 billion, compared with $135 billion at
year-end 2006. Managed receivables were $147 billion, down from
$148 billion a year ago.

On Dec. 31, 2007, managed leverage was 9.8 to 1.

                   About Ford Motor Credit

Ford Motor Credit Company LLC -- http://www.fordcredit.com/-- an   
indirect, wholly owned subsidiary of Ford Motor Company, is an
automotive finance company and has supported the sale of Ford
products since 1959.  It provides automotive financing for Ford,
Lincoln, Mercury, Jaguar, Land Rover, Mazda and Volvo dealers and
customers.

                         About Ford Motor

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

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

                          *     *     *

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


FORD MOTOR: Inks Final Pact for Sale of ACH's Driveshaft Business
-----------------------------------------------------------------
Ford Motor Company, Automotive Components Holdings LLC and Neapco
Drivelines, LLC signed definitive agreements for the sale of the
ACH driveshaft business currently located in the ACH Monroe
(Michigan) Plant.  The transfer of the business will begin next
week and continue through the rest of the year.

This announcement follows the recent UAW ratification of the
collective bargaining agreement negotiated with Neapco.

Neapco is opening a 345,000 sq. ft. state-of-the-art manufacturing
facility in Van Buren Township, Michigan.  Approximately 300
salaried and hourly employees from the Monroe Plant and associated
technical and support staffs are being offered positions at the
new facility.

Approximately 30% of the Monroe Plant's 1,100 employees are
associated with the driveshaft business.  The majority of the
salaried employees currently are leased to ACH from Visteon and
the majority of the UAW hourly employees are leased from Ford.

"This is another sign of progress toward achievement of our ACH
strategy and our pathway to profitability in North America in
2009," Mark Fields, Ford executive vice president and president of
The Americas, said.

"This is our third sale and the first involving a U.S. business,"  
Bill Connelly, CEO, Automotive Components Holdings, added.  "It
represents another important step toward our goal to improve the
competitiveness of these operations under new ownership and
improve Ford's material costs."

Neapco Drivelines, LLC and its parent company, Neapco LLC, are
headquartered in Pottstown, Pennsylvania, Wanxiang Group, which is
headquartered in Hangzhou, China, is the majority investor in
Neapco, LLC. Neapco, LLC supplies drivelines, steering shafts and
components for OEM and aftermarket automotive, truck,
agricultural, off-highway and specialty vehicle applications from
its facilities in Pennsylvania, Nebraska and Mexico.

"We are pleased to add the Ford driveshaft business and the
expertise of the ACH people to our organization," Robert Hawkey,
Neapco president and CEO, said.  "The Wanxiang Group and Neapco
are growing globally through strategic acquisitions of innovative
driveline products and technologies.  We are very appreciative of
the support and encouragement we have received from the state, the
local community and the United Auto Workers to maintain this
business in Michigan."

Automotive Components Holdings was established by Ford Motor
Company in October 2005 to ensure the flow of quality components
and systems to Ford, while the 17 ACH plants, formerly owned by
Visteon, are prepared for sale or other disposition.  After this
sale is complete, ACH will have 11 plants supported by about
10,500 leased hourly and salaried employees.

                         About Ford Motor

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

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

                          *     *     *

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


FORD MOTOR: Posts $2.7 Billion Net Loss in Fiscal Year 2007
-----------------------------------------------------------
Ford Motor Company reported a 2007 full-year net loss of
$2.7 billion.  This compares with a 2006 full-year net loss of
$12.6 billion.  

Ford's 2007 revenue, excluding special items, was $173.9 billion,
up from $160.1 billion a year ago.  The increase primarily
reflected changes in exchange rates, higher net pricing and
improved product mix.

For full-year 2007, Ford earned a pre-tax operating profit from
continuing operations, excluding special items, of $126 million.  
Including taxes, Ford's full-year loss from continuing operations
was $366 million, compared with a 2006 loss of $2.7 billion.

Special items, which primarily reflected non-cash charges
associated with a Premier Automotive Group asset impairment
(related to Volvo) and a change in business practice for providing
retail incentives to dealers throughout the year, reduced full-
year pre-tax results by $3.9 billion, which included a reduction
in revenue of $1.4 billion.

Automotive gross cash, which includes cash and cash equivalents,
net marketable securities, loaned securities and short-term VEBA
assets, was $34.6 billion at Dec. 31, 2007, an increase of
$700 million from year-end 2006.

"Each of our Automotive operations is improving, and we are
encouraged by the progress, which validates our strategy and
plan," Ford President and CEO Alan Mulally said.  "In 2007, we
introduced great new products around the globe that received
strong third-party endorsements for styling, quality and safety.  
This year, we have some outstanding new product introductions
including the Ford Flex, Lincoln MKS, and Ford F-150 in North
America, and Ford Kuga and the production version of the Ford
Verve concept in Europe."

                        Full-Year Highlights

Full-year 2007 highlights supporting the company's plan included:

   * Reached agreement with the United Auto Workers on a new four-
     year national labor contract, which significantly improves
     the company's competitiveness going forward.   

   * Continued to align capacity to match demand and improve
     productivity in North America, and reduced personnel by
     32,800 in 2007.

   * Achieved $1.8 billion in cost savings in 2007 (at constant
     volume, mix and exchange; excluding special items).

   * Introduced Ford SYNC -- the company's award-winning, fully
     integrated, voice-activated in-car communications and
     entertainment system developed in association with Microsoft
     -- which will be available in nearly every Ford, Lincoln and
     Mercury product by the end of 2008.

   * In the U.S., Ford, Lincoln and Mercury crossover utility
     vehicles led the fastest-growing segment with a sales gain of
     62% in 2007.

   * The Ford Mustang convertible made history as the first sports
     car and first convertible to earn the highest possible safety
     ratings from the National Highway Traffic and Safety
     Administration.  The Mustang convertible earned five-star
     ratings in all crash test and rollover categories.

   * Ford Taurus, Taurus X and Mercury Sable earned Top Safety
     Pick ratings from the Insurance Institute for Highway Safety
     for achieving the highest possible ratings in frontal, side
     and rear crash test performance.  They also earned five-star
     crash-test ratings from NHTSA.

   * Ford Europe captured Autocar Magazine's annual "Car Company
     of the Year" award.  

   * Ford Mondeo joins three other models -- Ford Focus, Galaxy   
     and S-MAX -- with a five-star performance on the Euro NCAP
     Top 10 list, reinforcing Ford Europe's position as the
     manufacturer with the highest number of vehicles in the top
     10 for adult occupant protection.

   * Ford South America had record pre-tax profits and unit sales
     were up 19% year-over-year.

   * Land Rover achieved a third straight year of record unit
     sales.

   * Volvo S80 won AutoMundo Magazine's 2007 Car of the Year
     Award, and Volvo C30 was named Automobile Magazine's 2008
     All-Star.

   * Launched operations at new assembly plant in Nanjing, China,
     that will produce the latest small-car models from both Ford
     and Mazda.

   * Ford China unit sales rose 26% in 2007, outpacing industry
     growth in China.

   * Mazda CX-9 named "North American Truck of the Year," the
     first-ever Mazda to win the honor.

   * Completed the sale of Automobile Protection Corporation,
     Aston Martin and two Automotive Components Holdings plants.

   * Reduced Automotive debt by $2.7 billion by completing trust
     preferred exchange offer and debt/equity swap.

                      Fourth Quarter Results

The company reported a 2007 fourth-quarter net loss of
$2.8 billion.  This compares with a net loss of $5.6 billion in
the same period a year ago.  

Ford's fourth-quarter revenue, excluding special items, was
$45.5 billion, up from $40.3 billion a year ago.  The increase
reflected changes in currency exchange rates, higher net pricing,
and improved volume.

Ford's fourth-quarter after-tax loss from continuing operations,
excluding special items, was $429 million, compared with a 2006
after-tax loss of $2.0 billion.

Special items reduced pre-tax results by $3.9 billion in the
fourth quarter, which included a revenue reduction of
$1.4 billion.  These primarily reflected non-cash charges
associated with a PAG asset impairment (related to Volvo) and a
change in business practice for providing retail incentives to
dealers.

                         About Ford Motor

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

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

                          *     *     *

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


FREEDOM COMMS: Revenue Drop Cues S&P's B+ Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Freedom
Communications Inc.; the corporate credit rating was lowered to
'B+' from 'BB'.  The ratings were removed from CreditWatch, where
they were placed with negative implications Sept. 14, 2007.  The
rating outlook is negative.
     
The issue-level rating on Freedom's $950 million secured loan was
lowered to 'BB-' (one notch higher than the 'B+' corporate credit
rating) from 'BBB-' and removed from CreditWatch.  The recovery
rating on this debt was revised to '2', indicating expectation for
substantial recovery (70% to 90%) in the event of a payment
default, from '1'.
      
"The downgrade reflects significant declines in revenue and EBITDA
in Freedom's newspaper business segment and the likelihood for
further declines over the intermediate term," said Standard &
Poor's credit analyst Liz Fairbanks.  "The downgrade also
incorporates our expectation that Freedom would use debt to
finance most, if not all, of the purchase of the 45% aggregate
equity interest in the company owned by The Blackstone Group and
Providence Equity Partners within the next several years."
     
The 'B+' rating reflects Irvine, California-based Freedom's
significant debt levels attributable to its recapitalization in
2004, when The Blackstone Group and Providence Equity Partners
acquired about 40% equity interest in holding company parent
Freedom Communications Holdings Inc.  Presently, about 55% of
Freedom Holdings' voting stock is owned by shareholders who held
stock in the former Freedom Communications, 27% by Blackstone, and
18% by Providence (the aggregate ownership of Blackstone and
Providence has accreted to about 45% as of December 2007).  
Freedom Holdings now has an option to purchase a portion of
Blackstone's and Providence's equity interests, and Blackstone and
Providence have options, beginning in May 2009, to sell their
entire equity positions back to Freedom Holdings.

S&P anticipates that the company would need to buy back the more
than $450 million that Blackstone and Providence invested in the
company plus a return, and that a transaction is unlikely before
mid 2008.   While it is not known at this time how a future
transaction would be capitalized, S&P assumes it would mostly be
debt financed.


GETTY IMAGES: S&P Holds Ratings on Venture of Strategic Options
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings and
outlook on Seattle, Washington-based visual imagery company Getty
Images Inc., including its 'BB' corporate credit rating, following
the company's announcement that it is exploring strategic
alternatives.  The outlook is negative.
     
"We believe that a sale of the company could potentially result in
a weakened credit profile, but that current unfavorable economic
and credit market conditions suggest a lower probability of a
transaction within the next three months," said Standard & Poor's
credit analyst Tulip Lim.
     
The ratings on Getty reflect risks related to its limited business
diversity, its reliance on sales to the cyclical advertising and
publishing industries, the trend of organic revenue decline, and
secular pressures related to the unfavorable economics of digital
migration.  The company's good
competitive position in the niche market for generic (or "stock")
visual imagery, solid discretionary cash flow generation, and low
leverage partially offset these risks.
     
Getty is the leading global provider of pre-shot, still and moving
visual content as well as proprietary and assignment-specific
photography to advertising and design agencies, publishing and
media companies, and corporate and business users.


GOODYEAR TIRE: European Unit to Reduce Production at Two Factories
------------------------------------------------------------------
The Goodyear Tire & Rubber Company disclosed that its European
Union business unit is planning to reduce tire production at its
two factories in Amiens, France, because their costs are not
competitive.

The action will result in a reduction of up to 500 employees at
the plants and follows a rejection in October 2007 by employees of
company plans to modernize and renovate the plants.

"We have communicated extensively with the trade unions,
explaining the need for major changes," Serge Lussier, Goodyear's
Europe, Middle East and Africa vice president of manufacturing,
said.  "These changes would increase our competitiveness.  
Unfortunately, they have rejected the plan to improve
competitiveness.  Therefore, we have no choice but to reduce our
costs as the plants are currently uncompetitive."

Goodyear said production of some tires impacted by the move would
be transferred to other, lower-cost factories in Europe and
elsewhere.  Some products will be eliminated.

Mr. Lussier said the plan presented in October 2007, requiring an
investment of approximately $75 million in the two plants, would
allow them to become more competitive, particularly through the
supply of high performance tires.  This would require a new work
pattern, involving four rotating crews working eight-hour shifts,
including weekends.  The plants would run for 350 days a year,
maximizing their usage.

Goodyear employs about 3,800 people in France, of which 2,700 are
in the Amiens plants.

                       About Goodyear Tire

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

                          *     *     *

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


GRANDE COMMS: Posts $13.6 Million Net Loss in 2007 Third Quarter
----------------------------------------------------------------
Grande Communications reported a net loss of $13.6 million for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$13.2 million in the same period in 2006.

Operating revenues for the three months ended Sept. 30, 2007, and
2006, were $49.34 million and $47.48 million, respectively, an
increase of $1.86 million, or 4.0%.  This increase was driven
primarily by a $2.26 million and $309,000 increase in bundled
services revenues and broadband transport services revenues,
respectively, partially offset by a $707,000 decrease in revenues
from network services.

Adjusted EBITDA was $8.98 million and $6.11 million during the
three months ended Sept. 30, 2007 and 2006, respectively, an
increase of $2.87 million, or 48.0%.  The increase was primarily
due to a $1.86 million increase in revenues as well as a
$1.10 million decrease in selling, general and administrative
expenses, excluding stock-based compensation and franchise tax
expense, partially offset by a $243,000 increase in costs of
revenues.  

                Capital Expenditures and Liquidity

Grande had capital expenditures of approximately $27.2 million and
$23.6 million, including capitalized interest, during the nine
months ended Sept. 30, 2007, and 2006, respectively.  The increase
of $3.6 million is primarily due to capital equipment purchases
related to the company's long haul fiber optic network upgrade.

At Sept. 30, 2007, Grande had total cash and cash equivalents of
$58.8 million and $189.1 million of long-term debt outstanding,
net of current portion, and net of discounts and premiums of
$5.3 million.  In October 2007, Grande paid $12.5 million of
interest due on its senior notes.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$346.01 million in total assets, $261.98 million in total
liabilities, and $84.03 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?275b

                   About Grande Communications

Based in San Marcos, Texas, Grande Communications Holdings
Inc. -- http://www.grandecom.com/-- delivers high-speed Internet,  
local and long-distance telephone and digital cable over its own
advanced network to communities in Texas.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2008,
Standard & Poor's Ratings Services said that its ratings and
outlook on Grande Communications Holdings Inc. (B-/Stable/--) are
not affected by the company's recent announcement that its board
of directors authorized the company to explore strategic
alternatives to enhance shareholder value.


H&H MEAT: Can Hire Aguirre & Patterson as Real Estate Appraiser
---------------------------------------------------------------
H&H Meat Products Co., Inc. obtained authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Aguirre & Patterson, Inc. as its real estate appraiser.

The Debtor intends to hire Aguirre's president, Joe Patterson,
MAI, SSRA, in its bankruptcy proceeding since he has previously
appraised the Debtor's real estate property.  Mr. Patterson has
requested a $3,000 retainer from the Debtor.

Mr. Patterson told the Court that he and the firm does not
represent any interest that is adverse to the Debtor or its
estates.

Based in Mercedes, Texas, H&H Meat Products Co., Inc. has been
manufacturing meat products, processing boxed beef items into food
products, processing commodity products and distributing food
since 1968.  The company filed for Chapter 11 protection on Dec.
31, 2007 (Bankr. S.D. Tex. Case No. 07-70622).  Adolfo Campero,
Jr., Esq., at Campero & Becerra P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $11,207,241, and total
liabilities of $9,287,970.


H&H MEAT: Court Approves Use of Wells Fargo's Cash Collateral
-------------------------------------------------------------
H&H Meat Products Co., Inc. obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to use the
cash collateral securing its indebtedness to Wells Fargo Bank N.A.

The Debtor related to the Court that Wells Fargo has a valid and
properly perfected first priority security interest in its
inventory, accounts receivable, and generated proceeds, valued at
approximately $5,478,635.  The Debtor told the Court that it needs
to use the cash collateral in order to pay ordinary and necessary
operating expenses to continue its business operations.

As adequate protection, the Court ordered the Debtor to give Wells
Fargo:

   a) a continuing lien or interest in all the property of the
      Debtor to the same extent as the prepetition liens of Wells
      Fargo; and

   b) replacement liens and security interests to the same extent
      as such prepetition liens and security interests.

Based in Mercedes, Texas, H&H Meat Products Co., Inc. has been
manufacturing meat products, processing boxed beef items into food
products, processing commodity products and distributing food
since 1968.  The company filed for Chapter 11 protection on Dec.
31, 2007 (Bankr. S.D. Tex. Case No. 07-70622).  Adolfo Campero,
Jr., Esq., at Campero & Becerra P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $11,207,241, and total
liabilities of $9,287,970.


HAYWOOD COMPANY: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Haywood Company of the Triangle, Inc.
        8837 Stage Ford Road
        Raleigh, NC 27615

Bankruptcy Case No.: 08-00419

Chapter 11 Petition Date: January 22, 2008

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Douglas Q. Wickham, Esq.
                  Hatch, Little & Bunn, LLP
                  P.O. Box 527
                  Raleigh, NC 27602
                  Tel: (919) 856-3940
                  Fax: (919) 856-3950

Estimated Assets: Unknown

Estimated Debts:  Unknown

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Builders Mutual Insurance Co                            $39,000
c/o Teresa S. Drew, Esq.
1033 Wade Avenue
Raleigh, NC 27605

L D Swain & Son, Inc.                                   $15,000
c/o Jeremy Lindsley, Esq.
P.O. Box 341
Durham, NC 27702

Ever Ready Maintenance                                   $7,000
Attn: Managing Agent
1203 Gattling Street
Raleigh, NC 27610

Dickerson Fence                                          $6,500

University Lights                                        $2,000

Imaging Technologies                                       $900

Archer Graphics                                            $500


HYPPCO FINANCE: S&P Withdraws Rating Following Paydown of Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
class C notes issued by HYPPCO Finance Co. A2 Restructured CDO
Ltd., a retranching of the class A2 notes issued by HYPPCO
Finance Co. Ltd., a high-yield arbitrage CBO transaction.    

The rating withdrawal follows the paydown of the notes.
   
                         Rating Withdrawn
   
            HYPPCO Finance Co. A2 Restructured Ltd.
   
                                    Rating
                                    ------
                                  To      From
                                  --      ----
                     Class C      NR      BB      
   
                           NR - Not rated.


IMPAC SECURED: S&P Affirms 'BB' Rating on Class B-1 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 22
classes of mortgage pass-through certificates from Impac Secured
Assets Corp.'s series 2003-2 and 2004-3.  At the same time, S&P
removed the rating on class B-1 from series 2003-2 from
CreditWatch, where it was placed with negative implications on
April 18, 2007.
     
The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Actual and projected credit
support percentages are sufficient to support the certificates at
their current rating levels.  As of the December 2007 distribution
period, cumulative realized losses were 0.36% of the original
principal balance for series 2003-2 and 0.24% for series 2004-3;
total delinquencies were 2.75% of the current principal balance
for series 2003-2 and 21.92% for series 2004-3; and severe
delinquencies (90-plus days, foreclosures, and REOs) were 1.87% of
the current principal balance for series 2003-2 and 15.07% for
series 2004-3.  Series 2003-2 is 54 months seasoned and has an
outstanding pool factor of approximately 30%, while series 2004-3
is 40 months seasoned and has an outstanding pool factor of
approximately 13%.
     
Subordination is the primary source of credit support for series
2003-2.  A combination of subordination, excess spread, and O/C is
the primary source of credit support for series 2004-3.  The
underlying collateral for these transactions consists primarily of
Alternative-A, adjustable- and fixed-rate mortgage loans secured
by first liens on one- to four-family residential properties.

     Rating Affirmed and Removed From CreditWatch Negative

                  Impac Secured Assets Corp.
              Mortgage Pass-Through Certificates

                                      Rating
                                      ------
          Series       Class       To        From
          ------       -----       --        ----
          2003-2       B-1         BB        BB/Watch Neg

                        Ratings Affirmed

                    Impac Secured Assets Corp.
                Mortgage pass-through certificates

     Series   Class                                  Rating
     ------   -----                                  ------
     2003-2   A-1, A-2, A-3, A-4, A-IO, A-PO         AAA
     2003-2   M-1                                    AA
     2003-2   M-2                                    A+
     2003-2   M-3                                    BBB+
     2003-2   B-2                                    CCC
     2004-3   1-A-3, 1-A-4, 1-A-5, 2-A-1, 2-A-2      AAA
     2004-3   M-1, M-2, M-3                          AA+
     2004-3   M-4, M-5                               AA
     2004-3   B                                      A+


IMPATH INC: IRS Recommends Approval of $22.65 Million Tax Refund
----------------------------------------------------------------
The Post Dissolution Trustee of IMPATH Inc. and subsidiaries
disclosed that the Internal Revenue Service Office in New York
City had recommended approval to the Joint Committee On Taxation,
the Committee of the Congress that must approve all refunds over
$2 million of a refund to IMPATH Inc. and subsidiaries covering
the calendar years 1995 through 2005 in the amount of $22,650,486,
plus interest.

The Trustee has been advised that the Joint Committee has given
final approval to the refund.  The IRS is in the process of
closing the case and sending the files to the Service Center in
Ogden, Utah, that will calculate the interest and release the
refund.

Although the company cannot predict with any degree of certainty
how long the processing of the refund will take, based on
discussions with IRS personnel, the company have been advised to
expect to receive the refund within ninety days.  When the refund
is paid, the proceeds will be distributed to the owners of Class A
Beneficial Interests.

Headquartered in New York, New York, Impath Inc., together with  
its subsidiaries, is in the business of improving outcomes for  
cancer patients by providing patient-specific diagnostic and  
prognostic services to pathologists and oncologists, providing  
products and services to biotechnology and pharmaceutical  
companies, and licensing software to hospitals, laboratories, and
academic medical centers.  The Company and its affiliates filed
for chapter 11 protection on Sept. 28, 2003 (Bankr. S.D.N.Y. Case
No. 03-16113).  George A. Davis, Esq., at Weil, Gotshal & Manges
LLP represents the Debtors in their restructuring efforts.  When
the company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.  On
March 22, 2005, the Court confirmed the Debtors' Third Amended
Joint Plan of Liquidation.


INDYMAC BANCORP: Fitch Cuts IDR to BB from BBB- with Neg. Outlook
-----------------------------------------------------------------
Fitch Ratings has downgraded the Long-term Issuer Default Ratings
of Indymac Bancorp Inc. and Indymac Bank FSB to 'BB' from 'BBB-'.  
The Rating Outlook is Negative.  Fitch's action reflects the
continued weakness of the U.S. residential mortgage market and
virtual absence of a private, secondary mortgage market.  
Approximately $440 million in debt is involved in Fitch's rating
action.

Ratings downgraded with a Negative Outlook:

Indymac Bancorp Inc.

   -- Long-term IDR to 'BB' from 'BBB-';
   -- Short-term IDR to 'B' from 'F3';
   -- Individual to 'C/D' from 'B/C'.

Fitch's downgrade reflects the expectation that IMB's near-term
return to profitability will be challenging as changes in mortgage
industry dynamics, once viewed as temporary, become more
permanent.  Fitch believes that, due to company's mono-line focus
and diminished competitive advantage, credit risk is more
speculative in nature.

Fitch views IMB's efforts to right size costs while maintaining
adequate capital and liquidity positions as appropriate given the
operating environment.  In addition, IMB has taken decisive steps
to address credit quality and improve profitability.  However,
Fitch believes that the benefits from such measures may not be
realized in the near term as the economics of the residential
mortgage business remain difficult due to the confluence of
several factors.  Tighter agency lending guidelines, for example,
have led to additional cuts to IMB's product pipeline resulting in
significantly lower volume forecasts for 2008.  Further, balance
sheet growth of higher-yielding, non-conforming loans is limited
due to potential capital constraints.

Fitch anticipates credit quality metrics to weaken further with
non-conforming delinquency trends approaching historical highs.  
Higher seasoning from slower portfolio growth and greater
California concentration, relative to peers, is also expected to
further erode asset quality.  A ratings downgrade is possible
should credit quality worsen beyond Fitch's expectations or
continue to materially impact profitability in 2008.  Also,
declining capital trends would also pressure the current rating.  
Should market conditions improve and IMB's five key execution
priorities result in material improvement, Fitch would revisit the
Negative Outlook.

Fitch downgraded these ratings with a Negative Outlook:

Indymac Bancorp, Inc.

   -- Long-term IDR to 'BB' from 'BBB-';
   -- Individual to 'C/D' from 'B/C';
   -- Short-term IDR to 'B' from 'F3'.

Indymac Bank F.S.B.

   -- Long-term IDR to 'BB' from 'BBB-';
   -- Long-term deposits to 'BB+ from 'BBB';
   -- Individual to 'C/D' from 'B/C';
   -- Short-term IDR to 'B' from 'F3';
   -- Short-term deposits to 'B' from 'F3'.

Indymac Capital Trust I

   -- Trust preferred to 'B+' from 'BB+.

Fitch affirmed these ratings:

Indymac Bancorp, Inc.

  -- Support '5';
  -- Support floor 'NF'.

Indymac Bank F.S.B

  -- Support '5';
  -- Support floor 'NF'.


JED OIL: Inks Letter of Intent for $41.5 Million Loan Facility
--------------------------------------------------------------
JED Oil Inc. has signed a financing letter of intent for a term
loan facility of $41.5 million for nine months.  The facility,
which is expected to close February 1, is subject to due diligence
and credit committee approval.

The use of the net proceeds will be the repayment of JED's 10%
Senior Subordinated Redeemable Notes which mature on Feb. 1, 2008.   

"This facility will give us the necessary time to retire this debt
through a combination of traditional bank financing and the sale
of assets," Richard Carmichael, JED's chief financial officer,
stated.

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that  
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.

                       Going Concern Doubt

Ernst & Young LLP, in Calgary, Canada, expressed substantial doubt
about JED Oil Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred a substantial loss and realized a
negative cash flow from operations for the year ended Dec. 31,
2006.  At Dec. 31, 2006, the company also had a working capital
deficiency and a stockholders' deficiency.

JED's convertible notes totalling $40.2 million mature on the
first of February 2008 pending negotiations to exchange the notes
for junior notes with an extended term.  Effective
Oct. 31, 2007, holders of $1.22 million Notes exchanged their
notes for junior notes which mature on Feb. 1, 2010.  


JERROLD LAMBERT: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Jerrold Scott Lambert
         Angela Dennis Lambert
         3626 Keogh Drive
         Sparks, NV 89431

Bankruptcy Case No.: 08-50092

Chapter 11 Petition Date: January 22, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' list of their 16 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Bank of America                 Visa Card               $26,910
P.O. Box 15726
Wilmington, DE 19886-5726

Trina Spalding                  Court Settlement        $15,000
Gary Hurban
2480 Riviera Street
Reno, NV 89506

Home Depot                      Credit Card              $9,471
P.O. Box 6029
The Lakes, NV 88901-6029

Discover                        Credit Card              $7,694

US Bank                         Credit Card              $5,165

Dolven Architectural Associates Goods/Services           $4,130

Wells Fargo Financial           Credit Card              $3,731

Associated Anesthesiologists    Medical Bill               $850

First Premier Bank              Credit Card                $755

Kevin Piekoro, CPA              Goods/Services             $700

Waste Management                Goods/Services             $697

Pediatric Associates, Inc.      Medical Bill               $430

Jet Plumbing & Drain Services   Goods/Services             $297

William J. Lloyd                Medical Services           $140

Labcorp                         Medical Bill               $100

Quest Diagnostics               Medical Bill                $50


JUNE TRONE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: June F. Trone
        211 North Fairfax Street
        Alexandria, VA 22314

Bankruptcy Case No.: 08-10326

Chapter 11 Petition Date: January 24, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: John T. Donelan, Esq.
                  125 South Royal Street
                  Alexandria, VA 22314
                  Tel: (703) 684-7555

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Discover Card                  $10,281
P.O. Box 15251
Wilmington, DE 19886-5251


L TERSIGNI: U.S. Trustee Wants Hugh M. Ray as Examiner
------------------------------------------------------
The U.S. Justice Department's Office of the U.S. Trustee has named
Hugh M. Ray, a partner with Andrews Kurth, as the Examiner to
investigate the billing practices and related conduct of L.
Tersigni Consulting.  

The U.S. Trustee's office in New Haven, Connecticut, filed
notice of Ray's appointment in the case.  The notice is subject to
approval by Judge Alan H.W. Schiff of the U.S. Bankruptcy Court in
Bridgeport, Connecticut.

According to court documents filed in the case, Judge Schiff has
directed the inquiry to investigate "any fraud, dishonesty,
incompetence or gross mismanagement of the affairs" of
L. Tersigni by its management.  The company's founder, Loreto
Tersigni, died in May of 2007.  Employees of the firm had notified
federal authorities of possible billing discrepancies.

Mr. Ray co-chairs the national bankruptcy practice of Andrews
Kurth and has represented creditors, debtors, lenders and
bondholders in a number of major corporate bankruptcies.  He has
testified several times before Congress, including the House
Judiciary Committee and the Senate Judiciary Committee concerning
proposed amendments to the Federal Bankruptcy Code.

He chaired the American Bar Association's Business Bankruptcy
Committee and was a member of the Standing Committee on Judicial
Selection, Tenure and Compensation.  Mr. Ray also co-authored the
book, Bankruptcy Investing, now in its fourth edition.

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to
various constituencies in mattters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy
cases.  The company filed for chapter 11 protection on Nov. 14,
2007 (Bankr. D. Conn. Case No. 07-50702).  Carol A. Felicetta,
Esq., at Reid and Riege, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  The Debtor's
schedules listed total assets of $2,229,659 and total debts of
$246,564.


LENNAR CORP: Posts $1.3 Billion Net Loss in 4th Qtr. Ended Nov. 30
------------------------------------------------------------------
Lennar Corporation reported results for its fourth quarter and
fiscal year ended Nov. 30, 2007.  Fourth quarter net loss in 2007
was $1.3 billion, compared to a net loss of $195.6 million in
2006.

The net loss for the year ended Nov. 30, 2007, was $1.9 billion,
compared to net earnings of $593.9 million for the year ended
Nov. 30, 2006.

"While we are hopeful that recent interest rate moves by the
Federal Reserve and recent plans proffered by the Federal
government will have a stabilizing impact on the housing market,
market conditions remained depressed and, in fact, continued a
downward slide through the end of our fourth quarter," Stuart
Miller, president and chief executive officer of Lennar
Corporation, said.  "Accordingly, our strategy has been to
aggressively reconcile our asset valuations to the reality of
existing market conditions and to remain primarily focused on cash
generation by aggressively converting inventory into cash.  As is
reflected in our year-end numbers, we have taken meaningful steps
along these lines."

"To that end, we have continued to price homes to current market
conditions, build-out our inventory, deliver our backlog and
maintain low inventory levels," Mr. Miller continued.  "We have
significantly reduced our operations in each market to reflect the
sales pace of the market.

"Additionally, we have finalized a number of strategic land and
joint venture transactions and walked away from option deposits in
order to generate or protect cash to fortify our balance sheet.  
As a result, our land inventory and homes under construction have
declined throughout the second half of 2007.

"As a by-product of our strategic fourth quarter moves, we have
generated losses that have resulted in the receipt of a cash tax
refund of $852.0 million subsequent to the close of the quarter."

"As we look ahead to 2008, we are not expecting market conditions
to improve, and perhaps might continue to decline in the near
term," Mr. Miller concluded.  "Nevertheless, the strength of our
balance sheet, bolstered by the cash generated through our fourth
quarter strategic moves, will keep us well positioned to weather
these turbulent times.  Additionally, our management focus on
right-sizing our business, revising our product offering and
reducing construction costs, together with our restated land
positions that reflect current market conditions, will provide the
springboard from which we will rebuild margins once the market
does stabilize."

                           Homebuilding

Revenues from home sales decreased 51.0% in the fourth quarter of
2007 to $2.0 billion from $4.0 billion in 2006.  Revenues were
lower primarily due to a 49.0% decrease in the number of home
deliveries and a 4.0% decrease in the average sales price of homes
delivered in 2007.  New home deliveries, excluding unconsolidated
entities, decreased to 6,810 homes in the fourth quarter of 2007
from 13,285 homes last year.  In the fourth quarter of 2007, new
home deliveries were lower in each of the company's homebuilding
segments and Homebuilding Other, compared to 2006.  The average
sales price of homes delivered decreased to $291,000 in the fourth
quarter of 2007 from $302,000 in 2006, primarily due to higher
sales incentives offered to homebuyers.

Gross margins on home sales excluding FAS 144 inventory valuation
adjustments were $240.4 million, or 12.1%, in the fourth quarter
of 2007, compared to $576.6 million, or 14.4%, in the same quarter
of 2006.  Gross margin percentage on home sales decreased compared
to last year in all of the company's homebuilding segments
primarily due to higher sales incentives offered to homebuyers.
Gross margins on home sales were $15.6 million, or 0.8%, in the
fourth quarter of 2007, which included $224.8 million of FAS 144
inventory valuation adjustments, compared to gross margins on home
sales of $336.8 million, or 8.4%, in the fourth quarter of 2006,
which included $239.8 million of FAS 144 inventory valuation
adjustments.  

Selling, general and administrative expenses were reduced by
$185.5 million, or 38.0%, in the fourth quarter of 2007, compared
to the same period last year, primarily due to reductions in
associate headcount and variable selling expenses.  As a
percentage of revenues from home sales, selling, general and
administrative expenses increased to 15.1% in the fourth quarter
of 2007, from 12.1% in 2006. The 300 basis point increase was
primarily due to lower revenues.

Loss on land sales totaled $1.2 billion in the fourth quarter of
2007, which included $740.4 million of FAS 144 valuation
adjustments on the inventory acquired by the Morgan Stanley land
investment venture, $229.7 million of FAS 144 valuation
adjustments and $217.6 million of write-offs of deposits and pre-
acquisition costs related to 12,500 homesites under option that
the company does not intend to purchase.  In the fourth quarter of
2006, loss on land sales totaled $119.9 million, which included
$33.3 million of FAS 144 valuation adjustments and $111.1 million
of write- offs of deposits and pre-acquisition costs related to
9,400 homesites that were under option.

Equity in loss from unconsolidated entities was $194.8 million in
the fourth quarter of 2007, which included $191.5 million of FAS
144 valuation adjustments related to assets of the company's
investments in unconsolidated entities, compared to equity in loss
from unconsolidated entities of $59.6 million in the fourth
quarter of 2006, which included $109.7 million of FAS 144
valuation adjustments related to assets of the company's
investments in unconsolidated entities.

During the fourth quarter of 2007, the company recorded goodwill
impairments of $173.7 million related to its homebuilding
operations.

Management fees and other expense, net, totaled $83.0 million in
the fourth quarter of 2007, which included $85.8 million of
valuation adjustments, compared to management fees and other
income, net, of $9.0 million in the fourth quarter of 2006, net of
$14.5 million of valuation adjustments.

Minority interest income, net was $1.3 million in the fourth
quarter of 2007 compared to minority interest expense of
$1.4 million, in the fourth quarter of 2006.

                        Financial Services

Operating loss for the Financial Services segment was
$18.7 million in the fourth quarter of 2007, compared to operating
earnings of $42.9 million last year.  The decline in profitability
was due to overall weakness in the housing market, which led to a
decrease in volume and transactions for the mortgage and title
operations compared to last year.

          Corporate General and Administrative Expenses

Corporate general and administrative expenses were reduced by
$1.7 million, or 5.0%, in the fourth quarter of 2007, compared to
the same period last year.  As a percentage of total revenues,
corporate general and administrative expenses increased to 1.6% in
the fourth quarter of 2007, compared to 0.8% in the same period
last year, primarily due to lower revenues.

     Amendment to Senior Unsecured Revolving Credit Facility

The company has completed an amendment to its senior unsecured
revolving credit facility that modified certain covenants, which
included minimum tangible net worth, borrowing base and maximum
leverage ratio, as well as added a new covenant to reduce the
recourse indebtedness of joint ventures in which the company
participates.  Under this amendment, the maximum amount the
company can borrow was reduced from $3.1 billion to $1.5 billion.

                       Stockholders' Equity

The company stockholders' equity at Nov. 30, 2007, was
$3.82 billion, compared to stockholders' equity of $5.70 billion
at Nov. 30, 2006.  Net homebuilding debt to total capital
(homebuilding debt plus stockholders' equity) was $30.2% at
Nov. 30, 2007, compared to 25.5% at Nov. 30, 2006.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lennar Corp. to 'BB+' from
'BBB'.  The rating actions affect approximately $2.2 billion of
senior unsecured notes.  Concurrently, S&P lowered the commercial
paper rating to 'B' from 'A-3'.  The outlook remains negative.


LEVITT AND SONS: Can Borrow $460,000 from AmTrust Loan Facility
---------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Levitt and Sons LLC and
Regency Hills by Levitt and Sons LLC to obtain $460,000 in
advances from the construction loan facility from AmTrust Bank,
and to modify the facility pursuant to a financing term sheet and
credit agreement between the parties.

The terms and conditions of the DIP Financing and Loan Documents
are approved in all respects and made fully enforceable against
LAS and LAS Regency Hills and the DIP Lenders.

The obligations of LAS and LAS Regency Hills under the DIP Credit
Agreement and Loan Documents will:

    -- pursuant to Section 364(c)(1) of the Bankruptcy Code, at
       all times constitute allowed administrative expense claims
       in the Moving Debtors' Chapter 11 cases having priority
       over all administrative expenses of the kind specified in
       Sections 503(b) or 507(b) of the Bankruptcy Code; and

    -- pursuant to Sections 364(c)(3) and 3647(d) of the
       Bankruptcy Code, be secured by a perfected lien and
       security interest upon all of the tangible and intangible
       property of LAS Regency Hills.

Judge Ray also approves the proposed sale procedures in all
respects.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


LEVITT AND SONS: Court Denies Groveland VEC's Request for Funding
-----------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida denies, without prejudice, the
Groveland Association Committee's request to compel Bank of
America N.A. to provide funding, and its request to approve
specified homeowners as receivers for the Homeowners Association.

                   Default on Loan Agreements

Between 2003 and 2006, Bank of America, N.A., and Levitt and
Sons, LLC, Levitt and Sons Lake County, LLC, Levitt and Sons at
Hunter's Creek, LLC, Levitt and Sons of Seminole County, LLC,
Levitt and Sons of Osceola County, LLC, Levitt and Sons at Hawks
Haven, LLC, and Levitt and Sons of Flagler County, LLC -- BOA
Debtors -- entered into a series of loan and security documents
pursuant to which BOA loaned funds to the Debtors for the
purchase and development of real property located throughout
Florida in consideration for promises of repayment and various
guarantees.

As security for their obligations under these agreements, the BOA
Debtors each granted BOA security interests in the BOA
Properties.  LAS Lake County, one of the BOA Debtors, owned and
operated a development known as Cascades at Groveland.

The Loan Agreements grant to BOA comprehensive first priority
liens and security interests in all real and personal property
and tangible and intangible rights of the BOA Debtors, including
LAS Lake County, relating to the BOA Properties, including
specifically all of its "developer rights."

Before their bankruptcy filing, the Debtors defaulted under the
Loan Agreements.  As of the date of bankruptcy, the Debtors
remained in default under the Loan Agreements, owing BOA
principal in excess of $103,000,000, plus interest, fees, costs
and other charges, which continue to accrue on a monthly basis.  
The full amount due under the Loan Agreements remained due and
payable by the Debtors to BOA.

On Nov. 29, 2007, the Court authorized the BOA Debtors to abandon
the BOA Properties, including Cascades at Groveland.

               Homeowners Want BOA to Fund Deficit

Cascades of Groveland is a 55 and over community in Lake County,
Florida.  The community will consist of 999 homes, of which 229
have been closed.

A voluntary executive committee consisting of Stephen Cluney,
Eric Sorkin, Ted Wright and Bonnie Wright was formed to represent  
171 homeowners.  Mr. Cluney informs the Court that the 58 out-of-
state homeowners are still being contacted to join the cause.

Since LAS Lake County has abandoned the property, the VEC asks
the Court to:

   (a) compel Bank of America to immediately "Deficit" fund the
       Cascades of Groveland Homeowners Association, since the
       Deficit funding is required per the Homeowners'
       Association Covenants; and

   (b) appoint Messrs. Cluney, Sorkin and Wright, and Ms. Wright
       as receivers for the Cascades of Groveland Homeowners
       Association to protect the investment of the current
       homeowners and any future developer.

Mr. Cluney relates that LAS Lake County took care of the Deficit
Funding until the Debtors' Chapter 11 bankruptcy on Nov. 9, 2007.  

The current Homeowners Association Board of Directors are Levitt
and Sons employees who are not fulfilling their fiduciary
responsibilities, Mr. Cluney contends.  He continues that 229
homes cannot fund the maintenance and upkeep of the vast
property, and based on the Homeowners Association covenants, the
homeowners are not supposed to be responsible to fund the
association in its entirety until the development is completed
and turned over to the homeowners.

According to Mr. Cluney, the homeowners are required to pay their
fair share of the cost, and the Covenants require the developer
to deficit or negative fund the Homeowners Association to
maintain the property.  The deficit or negative funding is simply
that LAS pays any monthly shortfall.  This financial requirement
could be transferred by LAS Lake County to another developer or
to another entity, which would then take over the deficit
funding, he says.

                   BOA Opposes Motion to Compel

Craig Rasile, Esq., at Hunton & Williams LLP, in Miami, Florida,
representing the Bank of America, notes that the Court, however,
limited the Abandonment Order to the BOA Properties exclusively.  
The Court did not grant the BOA Debtors authority to abandon the
personal property, contract rights, developer rights and
intangible property that comprise the BOA Collateral.

Insofar as the automatic stay was not terminated with respect to
that portion of the BOA Collateral, BOA cannot enforce all of its
lien rights and remedies in state court, including the contract
and developer rights subject to its security interests.

According to Mr. Rasile, BOA and the BOA Debtors are preparing an
agreed motion for relief from stay with respect to the personal
property included in the BOA Collateral necessary for BOA to
effectively foreclose on the BOA Properties.

Mr. Rasile asserts that the Motion to Compel should be denied
because:

     * if any obligation to deficit funds exists, it is the
       Debtors' obligation, not Bank of America's.  Bank of
       America cannot be compelled to assume an obligation that
       the VEC acknowledges to be an obligation of the Debtors;

     * the Court has not yet authorized the Debtors to abandon
       the personal property rights with respect to Cascades of
       Groveland, including the Debtors' rights under the
       Declaration of Restrictions and Protective Covenants for
       the Cascades of Groveland executed by LAS Lake County, as
       amended; and

     * even if the VEC believes it has a claim or a basis for
       asserting a claim against Bank of America, that claim
       would constitute a dispute between two non-debtor parties
       that would fall outside the jurisdiction of the Court.

According to Mr. Rasile, the Court also cannot appoint the VEC
members as Receivers for the Homeowners Association because:

     * the Court cannot appoint receivers;

     * the Homeowners Association is a legal entity distinct form
       the Debtors in the Debtors' Chapter 11 cases.  The
       Homeowners Association is not a debtor; thus, the Court
       lacks jurisdiction to appoint a trustee or examiner for
       the association, should the VEC seek such relief;  and

     * the Debtors have not yet abandoned the personal property
       rights, contract rights, developer rights or other
       intangible assets related to Cascades at Groveland, or any
       other development.  The Debtors currently retain control
       of the Homeowners Association and its management under the
       Declaration.

The Debtors have advised the Court that they will abandon any
interest in the Association, and Bank of America has advised that
it will be filing for a Receiver in the state courts.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


LEVITT AND SONS: U.S. Trustee Appoints Deposit Creditors Committee
------------------------------------------------------------------
Donald F. Walton, the acting United States Trustee for Region 21,
obtained permission from the Honorable Raymond B. Ray of the U.S.
Bankruptcy Court for the Southern District of Florida to appoint a
committee of Home Purchase Deposit Creditors in Levitt and Sons
LLC and its debtor-affiliates' Chapter 11 cases.

On Jan. 10, 2008, the Court heard around 30 motions filed by
individuals who had signed agreements to purchase homes from one
of the jointly administered Debtor entities.  The majority of the
individuals sought a refund of their deposits and a rejection of
their contract.  From the Debtors' documents and representations
before the Court, Judge Ray determined that many more similarly
situated people exist.

Judge Ray finds that these Deposit Creditors appear to have
similar interests and concerns.  According to him, the most
efficient way to handle the interests of these creditors is for
the U.S. Trustee to appoint a committee to represent the Deposit
Creditors.

The Deposit Creditors Committee will represent all creditors who:

   (a) has signed a contract to purchase a house or lot from any
       of the Debtors;

   (b) has not closed on the contract or otherwise taken
       possession of the house; and

   (c) paid a deposit, which has not been refunded in full.

In a separate filing, the Trustee appointed seven individuals to
the Deposit Creditors Committee:

   (1) Rene R. Dolbeau
   (2) Robert L. Hillyard
   (3) Joseph P. D'Alessandro
   (4) Patricia Johnsen
   (5) Robert Licker
   (6) Donna Kondo
   (7) Keith P. Bell

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)


LIONEL LLC: Exclusive Plan-Filing Period Extended to March 31
-------------------------------------------------------------
The Honorable Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York further extended
Lionel LLC and its debtor-affiliate, Liontech Company's exclusive
periods to:

   a) file a Chapter 11 plan until March 31, 2008; and
   b) solicit acceptances of that plan until May 30, 2008.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
the Debtors said that although they have filed the Plan,
outstanding contingencies to the Plan's confirmation, namely
obtaining an exit financing, requires an additional extension
of the exclusive periods.

Chesterfield, Michigan-based Lionel LLC --http://www.lionel.com/-
- markets model train products, including steam and die engines,
rolling stock, operating and non-operating accessories, track,
transformers and electronic control devices.  The Company and its
affiliate, Liontech Company, filed for chapter 11 protection on
Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos. 04-17324 and 04-17324).  
Adam C. Harris, Esq., Abbey Walsh, Esq., and Adam L. Hirsch, Esq.,
at Schulte Roth & Zabel LLP; Dale Cendali, Esq., at O'Melveny &
Myers LLP; and Ronald L. Rose, Esq., at Dykema Gossett PLLC,
represent the Debtors.  Houlihan Lokey Howard & Zukin Capital,
L.P. and Ernst & Young LLP are the Debtors' financial advisors.  
Kurtzman Carson Consultants LLC acts as the Debtors' noticing and
claims agent.  As of May 31, 2007, the Debtor disclosed total
assets of $39,161,000 and total debts of $62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.


LIVE NATION: Closes North American Theater Biz Sale to Key Brand
----------------------------------------------------------------
Live Nation has completed the divestiture of substantially all of
the remainder of its North American theatrical business to Key
Brand Entertainment, further focusing the company on its core
music operations.  

The company will use the net proceeds from the sale to repay
borrowings under its revolving credit facility and to invest in
its core music business.

Key Brand Entertainment acquired the company's Broadway Across
America business, which produces and/or presents Broadway shows at
third-party venues in the U.S. and Canada, well as its interest in
three owned and five leased and/or managed theatrical venues
located in Minneapolis, Boston, Baltimore and Toronto for a gross
sale price of $90.4 million.

The North American theatrical business acquired by Key Brand
Entertainment is estimated to have generated $208.1 million of
revenue, $11.1 million of Adjusted OIBDAN and $8.5 million of
operating income for the year ended Dec. 31, 2007.

The company will retain its lease for the Warner Theatre in
Washington, D.C., which is increasingly being utilized as a music
venue and The Boyd Theatre in Philadelphia, a non-operational
venue.  

Live Nation will also retain its United Kingdom theatrical assets,
which include 17 theatres, the Hilton Theatre in New
York City and the Boston Opera House.  Together, on a pro forma
basis, the retained theatrical assets generated $143.2 million of
revenue, $26 million of Adjusted OIBDAN and $0.2 million of
operating income, including $9.8 million of loss on sale of
operating assets for the twelve months ended Sept. 30, 2007.

With the sale of the remainder of its North American theatrical
business, Live Nation has sold assets with a total gross sale
price of over $260 million since 2006.  These divestitures are
part of the company's strategy to focus on its core music business
by divesting non-music or other non-core assets and utilizing the
proceeds from those asset sales to reinvest in music-related
assets.

In addition to the North American theatrical business, the company
has sold substantially all of its sports representation
businesses, its San Francisco office building and a number
of other non-core United Kingdom and United States venues.  The
company expects to continue to divest non-core/non-music related
businesses.

                  About Key Brand Entertainment

Key Brand Entertainment is a theatrical investment and acquisition
company owned and controlled by John Gore and led by entertainment
industry veteran Thomas B. McGrath.

                        About Live Nation

Live Nation Inc., headquartered in Beverly Hills, California,
(NYSE:LYV) -- http://www.livenation.com/-- operates as a live
music and venue management company. It operates through three
segments: Events, Venues and Sponsorship, and Digital
Distribution.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Standard & Poor's Rating Services lowered its corporate credit
rating on Live Nation Inc. to 'B' from 'B+'.


MD LUCHSINGER: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: M. D. Luchsinger, Ltd.  
        2421 Quinton Avenue
        Lubbock, TX 79410

Bankruptcy Case No.: 08-50013

Chapter 11 Petition Date: January 23, 2008

Court: Northern District of Texas (Lubbock)

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  McWhorter, Cobb & Johnson, LLP
                  1722 Broadway
                  P.O. Box 2547
                  Lubbock, TX 79408
                  Tel: (806)762-0214
                  Fax: (806)762-8014

Total Assets: $3,486,044

Total Debts:  $2,307,409

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Levi's Terrace                  Draws from related      $34,525
2421 Quinton Avenue             company. Will not
Lubbock, TX 79410               be paid

Bank of America                 Credit Card Charges     $34,145
4060 Ogletown/Stanton Road      Card belong to Mark
Mail Code 019-03-07             Luchsinger
Newark, DE 19713

MasterCard Advantage            Credit Card Charges     $32,330
P.O. Box 6410
The Lakes, NV 88901

USAA Credit Card Bank           Credit Card Charges     $30,065

Robinsons Burdette Martin &     Accounting services     $24,007
Seright, LLP

LP&L                            Utilities provided at   $19,888

Citibank CBSD NA                Credit Card Charges     $18,990

Charles W. Darter, Jr.          Accounting Serives      $17,885

CitiBusiness/Advantage Card     Credit Card Charges     $16,369

Premium Assignment              Insurance premiums      $10,576

Home Depot                      Credit Card Charges      $8,219

Bernard Lyons Gaddis            Attorney fees            $8,110

First Insurance                 Insurance premiums       $4,885

Rochdale Insurance              Insurance premium        $4,635

Oberkampf Supply                Water heater             $3,328

Field, Manning, Stone,          Legal Services           $2,328
Hawthorne & Aycoc


MEDIANEWS GROUP: S&P Slices Debt Rating to B Due to High Leverage
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
MediaNews Group Inc. including its corporate credit rating, which  
was lowered to 'B' from 'BB-'.  The ratings were removed from
CreditWatch, where they were placed with negative implications
Sept. 14, 2007.  The rating outlook is negative.
      
"The downgrade reflects increasing leverage due to EBITDA declines
at the company's newspaper properties, and liquidity that is
constrained by limited cushion relative to covenants in MediaNews'
recently amended credit facility," said Standard & Poor's credit
analyst Emile Courtney.
     
The 'B' rating reflects the Denver, Colorado-headquartered
newspaper publisher's heavy debt levels, attributable to growth
through acquisition over the years, and limited cushion in bank
covenants.  Total adjusted debt to EBITDA was in the high-6x area
at September 2007.  For this measure, debt is adjusted for leases,
pension, and post-retirement obligations, and the company's share
of debt at the unconsolidated Denver joint operating agency;
EBITDA is adjusted for leases, reduced for EBITDA distributed to
minority interests, and increased for the company's pro rata share
of EBITDA at the unconsolidated JOA and distributions from equity
investments.

Total leverage as measured per the calculation required in the
company's bank facility was in the low-6x area at September 2007;
this compares to the company's 6.75x total leverage covenant at
Sept. 30, 2007, which steps down to 6.5x on June 30, 2008 and to
6.25x on Sept. 30, 2008.  There is also limited cushion in the
company's 4.25x senior leverage and 1.25x fixed-charge coverage
covenants.  While MediaNews is currently in compliance with its
bank covenants, S&P is concerned about a violation over the near
term given deteriorating operating performance.   Liquidity is
currently constrained by the expectation for a narrowing cushion
over the near term in covenants due to declining EBITDA and
covenant tightening throughout 2008, and limited availability in
the company's revolver.


MEGA BRANDS: Posts $11 Million Net Loss in 2007 Third Quarter
-------------------------------------------------------------
Mega Brands Inc. reported a net loss of $11.0 million for the
third quarter ended Sept. 30, 2007, compared with net income of
$18.0 million in the same period in 2006.

Net sales in the third quarter of 2007 decreased 8.8% to
$184.1 million compared to $201.8 million in the corresponding
period last year.  The reduction in sales was primarily due to
production delays in Asia that resulted in at least $15.0 million
of orders not shipped, as well as lower shipments of MAGNETIX
products.

For the nine-month period ended Sept. 30, 2007, net sales
increased 3.5% to $395.7 million compared to $382.5 million in the
same period last year.  

Gross profit in the third quarter of 2007 drop to $35.8 million
compared to $90.5 million in the third quarter of 2006.  Gross
margin declined to 19.5% compared to 44.8% in the third quarter of
last year.

Excluding the impact of sales of excess inventory of $19.0 million
and the recording of a non-cash inventory revaluation adjustment
of approximately $20.0 million, the gross margin was 38.1% for the
quarter ended Sept. 30, 2007.

For the nine-month period ended Sept. 30, 2007, gross profit was
$92.5 million compared to $167.0 million for the same period in
2006.  Excluding the MAGNETIX product recall and other charges of
$30.5 million, the sale of excess inventory and the recording of a
non-cash inventory revaluation adjustment, the gross margin was
41.3% compared to 43.7% in the same period of the prior year.

Loss from operations amounted to $5.1 million for the third
quarter of 2007 compared to earnings from operations of
$26.4 million in the corresponding 2006 period.

For the nine-month period ended Sept. 30, 2007, the loss from
operations was $31.7 million compared to an operating profit of
$40.7 million in the corresponding period of 2006.  This amount
includes the MAGNETIX product recall and other charges and
litigation expenses of $36.2 million, once the recovery
of $3.6 million in product liability settlement from the company's
insurers is netted.  It also includes the inventory related
charges totalling approximately $35.0 million.

Interest and other expenses in the third quarter of 2007 were
$7.0 million compared to $6.1 million in the same 2006 period.  
For the nine months ended Sept. 30, 2007, interest and other
expenses amounted to $19.8 million compared to $16.4 million in
the prior year.

Income taxes for the third quarter ended Sept. 30, 2007, amounted
to a recovery of $1.0 million, compared to an expense of
$2.3 million in the corresponding period of the prior year.  For
the nine months ended Sept. 30, 2007, the income tax recovery was
$20.6 million compared to an income tax expense of $1.7 million in
the prior year.

                          Long-term Debt

Total long-term debt at the end of September 2007 was
$321.6 million compared to $312.0 million at the end of 2006.  The
increase in long-term debt is mainly related to working
capital requirements.

As at Sept. 30, 2007, the company's long-term debt was comprised
mainly of $9.6 million under its Term A facility maturing in 2009,
$254.8 million under its Term B facility maturing in 2012 and
$60.6 million drawn against its $120.0 million revolving credit
facility, offset partially by unamortized deferred financing
costs of $3.9 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$811.9 million in total assets, $520.5 million in total
liabilities, and $291.4 million in total stockholders' equity.

                      About Mega Brands Inc.

MEGA Brands Inc. (TSE: MB) -- http://www.megabrands.com/--  
designs, manufactures and markets high quality toys and stationery
products.  Headquartered in Montreal, the company has
approximately 4,500 employees with offices, manufacturing
facilities or distribution centers in 14 countries. The
Corporation's products are sold in over 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Mega Brands Inc. to 'B' from 'B+'.  The
ratings remain on CreditWatch with negative implications, where
they were placed Nov. 9, 2007.  The '3' recovery rating on the
bank loan is unchanged.


MICHAEL CERAMI: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael Cerami
        aka Michael John Cerami
        P.O. Box 318
        Old Zionsville, PA 18068

Bankruptcy Case No.: 08-20158

Chapter 11 Petition Date: January 24, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Gerald M. Barr, Esq.
                  Barr & McGogney
                  4905 Tilghman Street, Suite 250
                  Allentown, PA 18104
                  Tel: (610) 398-5398

Total Assets: $4,505,400

Total Debts:  $2,676,181

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Nancy Cerami                                         $300,000
2251 Brenner Road
Emmaus, PA 18049

Hanley, Aronchick, Segal &                           $50,343
Pudlin
One Logan Square, 27th Floor
Philadelphia, PA 19103-6933
                                                                             
                                                  
I.R.S.                                               $52,223
P.O. Box 80101
Cincinnati, OH 45280

Shay, Santee & Kelhart                               $11,408

Magesterial District Judge                           $7,276
Wayne Maura

Tax Claim Bureau                                     $6,743

Pennsylvania Department of                           $6,538
Revenue

Genton Corp.                   trade debt            $4,582

Base Engineering               trade debt            $4,088

Dave Correll                                         $3,921

Gross, McGinley, Labarre &                           $3,710
Eaton

Magisterial District Judge                           $3,322
Nancy Gonzles

Mabruder, Inc.                                       $3,143

P.P.L. Electric Utilities                            $3,094

City Of Bethlehem Water &      trade debt            $2,813
Sewer

Department of Treasury                               $2,636

Nuria Sjolund, Esq.                                  $2,300

Portnoff Law                                         $2,178

Don Beach                                            $1,200


MINDREADY SOLUTIONS: Files for Bankruptcy; Directors Leave Posts
----------------------------------------------------------------
Mindready Solutions Inc. said Friday that it has sought protection
from its creditors under the Bankruptcy and Insolvency Act.  The
Debtor filed a notice of intention to make a proposal to its
creditors.  Following the filing, all directors have resigned.

Mindready Solutions Inc. (TSX: MNY) -- http://www.mindready.com/-
- supplies innovative solutions for test and embedded systems
serving the defense/aerospace, automotive/transportation and
telecommunications markets from design to manufacturing.


MORGAN STANLEY: S&P Upgrades Ratings on Three Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from
Morgan Stanley Dean Witter Capital I Trust 2001-PPM.  Of the
raised ratings, two were raised from 'D.'  One class was upgraded
to 'B-' and the other was upgraded to 'CCC'.   Concurrently, S&P
affirmed its ratings on eight classes from the same transaction.
     
The rating actions follow the liquidation of the former largest
exposure, the Stephenson Highway loans.  The crossed-
collateralized and cross-defaulted loans were liquidated via a
discounted payoff of $18.75 million on Jan. 3, 2008, which was
reflected on the Jan. 15, 2008, remittance report.  The resolution
caused a principal loss of 2.4% of the total trust balance.  It
also resulted in the repayment of the cumulative unpaid interest
on classes H and J ($1.6 million and $0.7 million respectively).  
S&P lowered the ratings on classes H and J to 'D' on June 6, 2006,
to reflect ongoing interest shortfalls relating to the Stephenson
Highway loans.  In light of the resolution of these loans, S&P
expects classes H and J to receive their full interest payments
going forward.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The ratings are constrained by the increased concentration risk
due to the small number of remaining loans in the pool.
     
As of the Jan. 15, 2008, remittance report, the collateral pool
consisted of 32 loans with an aggregate trust balance of
$158.9 million, compared with 85 loans totaling $623.6 million at
issuance.  The master servicer, Capmark Finance Inc., reported
financial information for 100% of the loans.  Ninety-eight percent
of the servicer-provided information was full-year 2006 data or
later.  Using this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.38x, up from 1.34x at
issuance.  All of the loans in the pool are current, and there are
no loans with the special servicer.   To date, the trust has
experienced one loss totaling $14.8 million.
     
The top 10 loans have an aggregate outstanding balance of
$99.6 million (63%) and a weighted average DSC of 1.31x, up from
1.27x at issuance.  Three of the top 10 loans appear on the master
servicer's watchlist and are discussed below.   Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans, and all of the
properties were characterized as "good."
     
Capmark reported a watchlist of six loans ($37.3 million, 23%),
three of which are among the top 10 in the trust.  The State
Street Square loan ($17.0 million, 11%) is the largest loan on the
watchlist.  The loan is secured by a 367,164-sq.-ft. office
property in Trenton, New Jersey.  The loan appears on the
watchlist because the property reported a year-end 2006 DSC of
1.09x. Crabtree Crossing Apartments is the sixth-largest loan in
the pool and the second-largest loan on the watchlist.  The loan
is secured by a 208-unit multifamily property in Morrisville,
North Carolina, and appears on the watchlist because the property
reported a year-end 2006 DSC of 0.79x.  The Waterford at Valley
Ranch Apartments loan is the sixth-largest in the pool and is
secured by a 300-unit multifamily property in Irving, Texas.  The
loan appears on the watchlist because the property a year-end 2006
DSC of 0.53x.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

                          Ratings Raised

     Morgan Stanley Dean Witter Capital I Trust 2001-PPM
Commercial mortgage pass-through certificates series 2001-PPM

                      Rating
                      ------
           Class   To       From    Credit enhancement
           -----   --       ----    ------------------
           G       BB-      B+           9.32%
           H       B-       D            3.44%
           J       CCC      D            1.48%

                         Ratings Affirmed

      Morgan Stanley Dean Witter Capital I Trust 2001-PPM
Commercial mortgage pass-through certificates series 2001-PPM

             Class    Rating    Credit enhancement
             -----    ------    ------------------
             A-2      AAA             48.57%
             A-3      AAA             48.57%
             B        AA+             38.76%
             C        AA              27.96%
             D        AA-             24.53%
             E        A-              17.66%
             F        BBB+            14.72%
             X        AAA               N/A

                      N/A - Not applicable.


MOVIE GALLERY: Blockbuster Not Considering Acquisition
------------------------------------------------------
Acquiring Movie Gallery, Inc. is not part of Blockbuster, Inc.'s
"reshaping" plans for 2008, according to Blockbuster chairman and
chief operating officer James Keyes, reports The Wall Street
Journal.

Mr. Keyes said he wants to stay away from the financially
troubled Movie Gallery and focus more on building Blockbuster's
business.

"We are actually hoping for the ultimate resolution of Movie
Gallery's fate, that they will somehow find a way to survive,
because, frankly, good competition is healthy for an industry,"
Mr. Keyes said in an interview, reports WSJ.

"Blockbuster's challenge is to fix its core business before
considering any sort of aggressive asset or acquisition," Mr.
Keyes said.

                      About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- is a leading global   
provider of in-home movie and game entertainment, with over 7,800
stores throughout the Americas, Europe, Asia and Australia.

                       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 Issue No. 15; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Landlords Opposes Disclosure Statement Approval
--------------------------------------------------------------
Eight groups of landlords and the Maricopa County Treasurer object
to the approval of the Disclosure Statement accompanying Movie
Gallery Inc. and its debtor-affiliates' Plan of Reorganization.

The opposing parties ask the Honorable Douglas O. Tice of the U.S.
Bankruptcy Court for the Eastern District of Virginia to:

   (i) deny approval of the Disclosure Statement, or, in the
       alternative;

  (ii) require the Debtors to amend the Disclosure Statement to
       provide for the required information, and subsequently
       amend the Plan so that it is confirmable.

The Landlords are:

   * Indrio Retail, LLC;

   * The Macerich Company, RREEF Management Company, West Valley
     Properties, Westwood Financial Corporation, Watt Management
     Company, Sywest Development, Primestor Los Jardines, LLC,  
     J.H. Snyder Company, Sol Hoff Company, LLC, and Beverly
     Wilcox Properties, LLC;

   * PKS Development, Inc., Madison Plaza, LLC; Kilmarnock
     Partners Limited Partnership, Courthouse Ventures, LLC,
     Applewood, LLC, Yorkshire Village Properties, LLC, RWP
     Toppenish, LLC, Aegis Waterford, LLC, Alexandria Station,
     Inc., Amherst Station, Inc., Barnwell Station, LLC, Cedar
     Springs Station, LLC, Cortland Station, Inc., Erie Station,
     Inc., Fairview Station, LLC, Four Hills Station, LLC,
     Liberty Station, Inc., River Mall Station, Inc., Sandy
     Station, Inc., Stations West - Shelley, LLC, Summerville
     Station, LLC, Windsor Hills Station, Inc., Krantz Family
     Trust II and Lakritz-Weber Ventures Garden City, LLC;

   * Inland Southwest Management LLC, Inland American Retail
     Management LLC, Inland US Management LLC, Inland Pacific
     Property Services LLC, Inland Continental Property
     Management Corp., and Inland Commercial Property Management,
     Inc.;

   * Lynnwood Tower LLC and Madison Lake Forest LLC;

   * M&L Investment Properties, LLC;

   * Weingarten Realty Investors, WRI/TEXLA, LLC, WRI/Raleigh,
     LP, Weingarten Nostat, Inc., WRI Golden State, LLC; WRI
     Fiesta Trails, LP, WRI Roswell Corners, LLC,
     Weingarten/Miller/GVR II, LLC, WRI Princeton Lakes, LLC,
     WRI-URS Mukileo Speedway, LLC, WRI-URS Ranier Valley, LLC,
     Nosbil, L.L.C., Arbelbide Trust, Basser-Kaufman, Inc., BC
     Wood Properties, G.B.J. Venture, LLC, Kanoa West Pointe,
     LLC, G.B.J. Palm Bay, LLC, RMC Property Group, RD
     Investments Virginia, LLC; Realty Income Corporation; Realty  
     Income Texas Properties, LP, Oekos Management Corporation,
     W/S North Hampton Properties LLC, Julian Cohen and Stephen
     R. Weiner as Trustees of Malway Realty Trust, W/S Peak
     Canton Properties, Jordan Bay Investment Corporation,
     Holiday Park Plaza, James D. Johnson and Connie Sue Lemmon-
     Johnson, Indian Valley Plaza, Inc., Murrells Partners LLC,
     Glenwood Crossing LLC, Sawmill Ridge Plaza L.P., Great
     Southern, DIM Vastgoed, N.V., Holiday CVS, L.L.C.,
     Massachusetts CVS Pharmacy, L.L.C., Louisiana CVS Pharmacy,
     L.L.C., GGF Pico Rivera, LLC, NMC Santa Anna, LLC, Au Zone
     Investments #2, LP, Mesa Town Center, LLC, Steven L.
     Horowitz, Trustee of the Horowitz Revocable Living Trust,  
     Rolling Hills Plaza, 2005 Main Street Plaza, LLC, Scottsdale
     Fiesta Plaza, LP; Gateway Center Economic Development
     Partnership Ltd., Sunrise Plaza Associates, L.P., Bladenboro
     Properties, LLC, Matteson Realty Services, Inc., Timothy and
     Linda Falvey Family Trust, King Entertainment of Okeechobee,
     Inc., King Entertainment, Inc., Valencia Midvale Investors
     LLC, Syndicated Equities, LLC, and NP Wall Towne Center,
     Inc.; and

   * Publix Super Markets, Inc., and Brandon Mall General
     Partnership.

The Landlords complain that the Disclosure Statement fails to
contain adequate information that will enable holders of claims
or interests of entitled to vote on the Plan to make an informed
judgment about the Plan, as required by Section 1125 of the U.S.
Bankruptcy Code.

According to Indrio, the Disclosure Statement is silent with
respect to the Debtors' ultimate treatment of their leases and
the procedures to be employed if the leases are to be assumed.

The Inland Entities and Lynwood point out that the Debtors cannot
reserve their rights to decide whether to assume or reject their
leases until the effective date of the Plan.  While the effective
date may trigger the Debtors' actual decision on the leases,
Section 365(d)(4) requires the Debtors to commit to either assume
or reject a lease by the time the Plan is confirmed.

The Debtors disclosed that they will file their Plan Supplement
-- which contains a list of leases to be assumed or rejected --
in no later than five days prior to the confirmation hearing.  
Consequently, the Landlords note, the Debtors will have failed to
provide sufficient notice regarding their decisions on the
leases, which will impact the Landlords' recovery of cures and
potentially disenfranchise them from the voting process.  

The Landlords maintain that the Disclosure Statement must require
the Debtors to make a definitive and irrevocable decision on the
leases prior to the Voting Deadline and Plan Objection Deadline.

Additionally, Macerich says that the Disclosure Statement does
not:

   -- provide information regarding the procedures to be followed
      upon deciding to reject or assume and assign the leases;

   -- demonstrate the Debtors' ability to promptly cure and
      provide adequate assurance of future performance for both
      itself or its estate and proposed assignee, if the leases
      are to be assumed and assigned in connection with the Plan;
      and

   -- assure that the original lessee will "continue to remain
      obligated on the lease to the full extent of their
      prepetition, unbilled and year-end reconciliation
      obligations" as required by Section 365(b).

Moreover, the injunction provision in the Disclosure Statement
entitles the Debtors to their right to assert set-offs or
exercise recoupment when (i) claim objections or preference
actions are prosecuted against the Landlords following Plan
confirmation, or (ii) when the Debtors breach an assumed lease
following Plan confirmation.  According to Macerich, this
injunction provision is "overbroad and should be revised."

Macerich also finds that the Disclosure Statement contradicts  
Section 502(c) of the Bankruptcy Code, which does not authorize
the Debtors to use the claims estimation procedure to object to
liquidated claims.

PKS Development, et al., argue that the Disclosure Statement is  
not confirmable because it:

   (a) has no critical financial projections to allow creditors
       to assess the viability of the Debtors' post-confirmation
       business operations;

   (b) relates the Plan to a time frame within which the Debtors
       can assume or reject leases that contradicts the
       provisions of Section 365(d)(4);

   (c) omits the liquidation analysis for creditors to determine
       if they will be receiving under the Plan any distributions
       in a Chapter 7 Liquidation; and

   (d) limits the amount of a lessor's rejection damage claim to
       six months of rent plus prepetition arrearages as opposed
       to at least 12 months of "rent reserved", which
       includes more than base rent in the event of a pre-
       confirmation rejection, as required by Section 502(b)(6).

Weingarten Realty Investors, et al., contend that the Disclosure
Statement and Plan do not provide adequate information regarding
the timing of distributions to holders of cure, administrative
expense, and allowed unsecured claims.  Additionally, the claim
objection procedures in the Disclosure Statement and Plan do not
adequately limit the deadline for filing objections to claims.  
Thirty days should be adequate time for the Debtors to review
claims and subsequently file their objections as opposed to 365
days after the effective date of the Plan, Weingarten asserts.  
Likewise, the 90-day period within which the Debtors may object
to Cure claims after the filing of the Claims is an
extraordinarily long period, Weingarten adds.

Similarly, secured tax lien creditor Maricopa County Treasurer
laments that the Disclosure Statement is unclear as to how the
Plan treats its tax claim, including an accrual of 16% interest
per annum on tax liens, as required by the Bankruptcy Code and
Arizona laws.

Maricopa County contends that its tax claims are secured liens
that are "prior and superior to all other liens and encumbrances
on the property."  The Disclosure Statement, however, does not
identify Maricopa County as a claimant and fails to classify its
claim as either a secured tax claim or an unsecured priority
claim.

                       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 Issue No. 15; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Panel Wants to Extend Deadline to Challenge Liens
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc. and its debtor-affiliates' Chapter 11 cases asks the
Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia to sign a stipulation and consent
order extending the deadline by which the Committee can commence
litigation against existing lenders.

Pursuant to the Court's final order approving Movie Gallery's
debtor-in-possession credit agreement, which granted adequate
protection to the existing lenders, Judge Tice gave the Committee
75 days from the appointment date of its counsel, to challenge
claims belonging to the existing lenders.  Accordingly, the
Committee's deadline to commence litigation against the Existing
Lenders is Jan. 28, 2008, or at the earliest, January 23.

The Committee has agreed with the existing first lien agent, the
existing second lien agent and the DIP agent that it would be "an
unnecessary and unconstructive use of estate resources" for the
Committee to commence litigation prior to Jan. 28, 2008.

Hence, the parties have agreed to extend the deadline to the
earlier of 15 days following:
   
   -- the Committee's receipt of written notice from the Existing
      First or Second Lien Loan Agent requiring that any action
      will have to be promptly brought; and

   -- the effective date of the Debtors' Plan of Reorganization.

The parties further agree that if the extended deadline falls on
a Saturday, Sunday or a federal legal holiday, the extension date
is deemed to fall on the first business day thereafter.

                        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 Issue No. 15; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MPS GROUP: Wins Auction for Assets of Ensemble Chimes
-----------------------------------------------------
Beeline, the workforce solutions business unit of MPS Group Inc.
disclosed that it was the successful bidder for the assets of
Ensemble Chimes Global, a wholly-owned subsidiary of Axium
International Inc.

The closing of the transaction is subject to certain
contingencies, but it is anticipated that the transaction will
close by the end of the month.

On Jan. 24, 2008, the assets of Chimes, including software
platforms and related intellectual property, were auctioned
through bankruptcy proceedings in the United States District Court
in Los Angeles.

Axium International was also in the business of providing payroll
and accounting services to the entertainment industry. MPS Group
has no interest in pursuing any additional Axium International
asset other than the assets of Chimes.

"The anticipated acquisition of Chimes' assets will make Beeline
the clear leader in vendor management solutions with potential
oversight of more than $3 billion in annual contingent labor
spend," Timothy Payne, president and chief executive officer of
MPS Group, stated.  "Chimes' clients and users can now feel
comfortable that they will be supported by a large and financially
strong public company that has a long-term commitment to providing
world-class workforce solutions."

"We are aware that many Chimes' clients have suffered recent
disruptions to their operations due to Axium's bankruptcy filing,"
Richard White, president of Beeline, added.  "We are ready and
able to jump in and provide the resources and solutions necessary
to get these clients back online and operating efficiently."

                    About Ensemble Chimes


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).

                         About Axium

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.

                       About MPS Group Inc.

Headquartered in Jacksonville, Florida, MPS Group Inc. (NYSE:MPS)
-- http://www.mpsgroup.com/-- provides staffing, consulting, and  
solutions in the disciplines of information technology, finance
and accounting, law, engineering, and healthcare.  Badenoch &
Clark Company -- http://www.badenochandclark.com/-- is MPS'  
London-based subsidiary that specializes in professional services
recruitment on a direct hire, temporary, and contract basis in the
United Kingdom.  For 27 years, the company has focused on the
accounting, financial services, banking, legal, insurance,
property, public sector and human resource disciplines.  MPS Group
delivers its services to government entities and businesses in
virtually all industries throughout the United States, Canada, the
United Kingdom, and Europe.

                         *     *     *

Moody's Investor Services placed Ba1 MPS Group Inc.'s bank loan
debt on July 1997.  These ratings still holds to date.

Standard & Poor's assigned BB- on its long-term foreign and local
issuer credit ratings on November 2002.  These ratings still holds
to date.


NETBANK INC: Taps Kurztman Carson as Claims Agent
-------------------------------------------------
NetBank Inc. asks the United States Bankruptcy Court for the
Middle District of Florida for permission to employ Kurtzman
Carson Consultants LLC as claims, noticing balloting agent.

The Debtor also asks the Court for authority to employ Kurztman
Carson as the Official Committee of Unsecured Creditors website
agent.

Kurtzman Carson will:

   a) prepare and serve notices in this Chapter 11 case,
      including, if required, these notices:

      -- claims of bar date;

      -- objections to claims;

      -- hearing on a disclosure statemeng and confirmation of a
         plan of reorganization; and

      -- other miscellaneous notices to any entities, as the
         Debtor, the Committee or the Court may deem necessary or
         appropriate for an orderly administration of this Chapter
         11 case;

   b) file with the clerk's office:

      -- certificate or affidavit of service that includes a copy
         of the notice involved;

      -- alphabetical list of persons to whom the notice was
         mailed; and

      -- date and manner of mailing;

   c) maintain copies of all proofs of claim and proofs of
      interest filed;

   d) maintain an official claims register, including, among other
      things, these information for each proof of claim or proofs
      of interest:

      -- name and address of the claimant and any agent, if the
         proof of claim or proof of interest was filed by an
         agent;
     
      -- date received;

      -- claim number assigned; and

      -- asserted amount and classification of the claim;

   e) implement necesary security measures to ensure the
      completeness and integrity of the claims register;

   f) transmit to the clerk's office a copy of the claims register
      on a weekly basis, unless requested by the clerk's office on
      a more or less frequent basis;

   g) maintain an up-to-date mailing lsit for all entities that
      have filed a proof of claim or proof of interest, which list
      will be available upon request of a party in interest or the
      clerk's office;

   h) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   i) record all transfers of claims and provide notice of the
      transfers as required under Bankruptcy Rule 3001(e);

   j) comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, order and other
      requirements;

   k) promptly comply with the further conditions and requirements
      as the clerk's office or the Court may at any time
      prescribe;

   l) provide other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtor or the Committee; and

   m) create and maintain the informational website for the
      Committee in accordance with the information sharing
      procedure order.

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

Sheryl Betance, the director of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
      
                           About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Official Committee of Unsecured
Creditors.  As of Sept. 25, 2007, Debtor listed total assets at
$87,213,942 and total debts at $42,245,857.


NETBANK INC: Wants Until February 25 to File Chapter 11 Plan
------------------------------------------------------------
NetBank Inc., with the consent of the Official Committee of
Unsecured Creditors, asks the Honorable Jerry A. Funk of the
United States Bankruptcy Court for the Middle District of Florida
to extend its exlcusive periods to:

   a) file a Chapter 11 plan until Feb. 25, 2008; and
   b) solicit acceptances of that plan until April 25, 2008.

The Debtor tells the Court that it intends to use the extension to
propose and negotiate one or more plan of reorgnization or
liquidation.

The Debtor says that the take-over of its bank subsidiary by
the Office of Thrift Supervision, the appoinment of the Federal
Deposit Insurance Corporation as receiver, and seizure by the FDIC
of all the Debtor's books and records, have affected its ability
to gather information necessary to formulate a plan.

Furthermore, the Securities and Exchange Commission and the
Department of Labor, the Debtor relates, have been conducting
investigation into its prepetition business activities, which
requires the expenditure of substantial time to respond
appropriately.

Alan M. Weis, Esq., at Holland & Knight LLP in Jackonsville,
Florida, points out, that the Debtor has made significant progress
in its case, including, among other things:

   -- prepared and filed statements of financial affairs and
      schedules of assets, liabilities and contracts consistent
      with the Bankruptcy Code and Bankruptcy Rules;

   -- obtained Court approval to reject approximately 66 unexpired
      executory contracts relating to personal property and
      services; and

   -- obtained Court approval to sell several assets, including
      certain real property for over $1 million.

The Debtor's exclusive period to file a plan expired on Jan. 25,
2008.

                           About NetBank

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does retail
banking, mortgage banking, business finance, and providing ATM and
merchant processing services.

The company filed for Chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP.  The U.S. Trustee for Region 21 appointed
six creditors to serve on an Official Committee of Unsecured
Creditors of the Debtor's case.  Rogers Towers and Kilpatrick
Stockton LLP represent the Committee in this case.  As of
Sept. 25, 2007, Debtor listed total assets at $87,213,942 and
total debts at $42,245,857.


NOMURA ASSET: S&P Lowers Ratings on Two Classes to Low-B
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2, M-3, and M-4 mortgage pass-through certificates from
Nomura Asset Acceptance Corp.  Alternative Loan Trust's
series 2004-AR2.  Classes M-3 and M-4 were downgraded to
speculative-grade from investment-grade.  Concurrently, S&P
affirmed its ratings on 87 classes from 10 Nomura Asset Acceptance
Corp. Alternative Loan Trust series, including series 2004-AR2.
     
The downgrades of classes M-2, M-3, and M-4 from series 2004-AR2
reflect a steady increase in the amount of loans in the severe
delinquency pipeline in combination with a deterioration in credit
support due to realized losses.  Over the past six remittance
periods, the balance of loans that are severely delinquent (90-
plus days, foreclosures, and REOs) has risen by $2.778 million to
$13.458 million, a 26% increase.  Based on the delinquency
pipeline, losses are projected to further reduce credit
enhancement levels.  As of the December 2007 remittance period,
cumulative realized losses were $1,363,632, or 0.36% of the
original principal balance; total delinquencies were 29.38% of the
current principal balance; and severe delinquencies were 23.92% of
the current principal balance.
     
The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Actual and projected credit
support percentages are sufficient to support the certificates at
the current rating levels.
     
Subordination is the primary source of credit support for series
2003-A1 and 2003-A2.  A combination of subordination, excess
spread, and overcollateralization is the primary source of credit
support for the remaining transactions.  The underlying collateral
backing the certificates consists primarily of Alternative-A,
fixed- and adjustable-rate, first-lien mortgage loans secured by
one- to four-family residential properties.     

                        Ratings Lowered

      Nomura Asset Acceptance Corp. Alternative Loan Trust
               Mortgage Pass-Through Certificates

                                             Rating
                                             ------
        Series       Class                 To      From
        ------       -----                 --      ----
        2004-AR2     M-2                   BBB     A+
        2004-AR2     M-3                   BB+     A-
        2004-AR2     M-4                   B       BBB+

                        Ratings Affirmed
     
      Nomura Asset Acceptance Corp. Alternative Loan Trust
               Mortgage Pass-Through Certificates

    Series    Class                                  Rating
    ------    -----                                  ------
    2003-A1   A-1, A-2, A-3, A-4, A-5                AAA
    2003-A1   A-6, A-7, A-IO, APO                    AAA
    2003-A1   M                                      AA
    2003-A1   B-1                                    A
    2003-A1   B-2                                    BBB
    2003-A1   B-3                                    BB
    2003-A1   B-4                                    B
    2003-A2   AI0-2, M1, M2, B1, B2, B3              AAA
    2003-A2   B-4                                    AA+
    2003-A2   B-5                                    AA
    2003-A2   B-6                                    A
    2003-A3   A-1                                    AAA
    2003-A3   M-1                                    AA+
    2003-A3   M-2                                    A
    2003-A3   B-1                                    BBB
    2004-AP1  A-4A, A-4B, A-5, A-6                   AAA
    2004-AP1  M-1                                    AA
    2004-AP1  M-2                                    A
    2004-AP1  M-3                                    BBB
    2004-AP2  A-4, A-5                               AAA
    2004-AP2  M-1                                    AA
    2004-AP2  M-2                                    A
    2004-AP2  M-3                                    BBB
    2004-AP3  A-3, A-4, A-5A, A-5B, A-6              AAA
    2004-AP3  M-1                                    AA+
    2004-AP3  M-2                                    A+
    2004-AP3  M-3                                    BBB+
    2004-AR1  I-A, II-A, III-A, IV-A, IV-X           AAA
    2004-AR1  V-A-1, V-A-3                           AAA    
    2004-AR1  C-B-1, V-M-1                           AA
    2004-AR1  C-B-2, V-M-2                           A+
    2004-AR1  C-B-3                                  BBB
    2004-AR1  C-B-4                                  BB
    2004-AR1  C-B-5                                  B
    2004-AR2  I-A, II-A, III-A-1, III-A-2, III-A-3   AAA
    2004-AR2  M-1                                    AA
    2004-AR3  I-A-1, I-A-2, II-A, III-A-1, III-A-2   AAA
    2004-AR3  III-A-3, III-A-4, III-A-5              AAA
    2004-AR3  M-1                                    AA
    2004-AR3  M-2                                    A+
    2004-AR3  M-3                                    A-
    2004-AR3  M-4                                    BBB+
    2004-AR4  I-A-1, I-A-2, II-A-1, II-A-2           AAA
    2004-AR4  II-A-3, II-A-4, II-A-5, II-A-6         AAA
    2004-AR4  III-A-1, III-A-2                       AAA
    2004-AR4  M-1                                    AA
    2004-AR4  M-2                                    A+
    2004-AR4  M-3                                    A-
    2004-AR4  M-4                                    BBB+
    2004-AR4  M-5                                    BBB-


POPE & TALBOT: Auction of Remaining Wood Products Business Set
--------------------------------------------------------------
Pope & Talbot Inc. asks the U.S. Bankruptcy Court for the District
of Delaware's authority to sell their remaining wood products
business to the highest and best bidder at an auction to be held
at 10:00 a.m. (prevailing Eastern time), on Feb. 5, 2008, at the
New York offices of Shearman & Sterling LLP.

Unlike the Debtors' sale of their wood products business assets
to International Forest Products Limited, and the proposed sale
of their pulp business assets to PT Pindo Deli Pulp & Paper
Mills, there is no stalking horse for their Remaining Wood
Products Business, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Delaware, informs the Hon.
Christopher S. Sontchi.  Instead, the Auction is expected to be a
fully open auction.

Pursuant to the Court-approved Remaining Wood Products Business
Bid Procedures, the Debtors served a cure cost notice on certain
non-debtor counterparties to various assigned contracts,
providing notice of (i) the Debtors' intent to assume and assign
the Assigned Contracts to the successful bidder at the Auction,
(ii) the Debtors' determination of the Cure Cost with respect to
each Assigned Contract, (iii) procedures governing the filing of
objections, if any, to the proposed Cure Costs; and (iv)
procedures governing resolution of disputes, if any, regarding
Cure Costs.  

In the event more than one acceptable qualified bid is submitted
at the Auction, the Debtors will, at a sale hearing, seek the
Court's approval of the Successful Bid, and if applicable, the
back-up bid procedures.

Ms. Jones asserts that time is of the essence with respect to the
approval of the sale of the Debtors' Remaining Wood Products
Business.  The sale of the Assets will afford the Debtors greater
certainty regarding their ability to make distributions to
secured or unsecured creditors, she says.

The Debtors also seek the Court's authority to:

   (i) assume and assign to the Successful Bidder, effective on
       the closing date, certain contracts; and

  (ii) execute and deliver to the Successful Bidder, the
       documents or other instruments as may be necessary to
       cure, transfer and assign the Assigned Contracts.

The Debtors reserve the right to exclude any Assigned Contract
identified in a form asset purchase agreement, and identify the
contract as an excluded asset in a select purchase agreement.

Some of the Assigned Contracts are shared contracts, which
generally comprise two or more individual contracts, which set
forth specific terms and conditions; and a master agreement that
governs each of the individual contracts.  Ms. Jones clarifies
that the Debtors will assume and assign only those parts of the
Shared Contracts which are related to their Remaining Wood
Products Business.  

If any monetary defaults exist under any Assigned Contract, the
Debtors will cure any default prior to the assumption and
assignment of the Assigned Contract, to the extent that U.S. law
and Canadian law applies to the assumption and assignment of the
contracts.

Any non-monetary default that exist under a non-residential real
property lease that is an Assigned Contract will be cured by
the Successful Bidder, by performance at the time of and after
assumption and assignment of the lease, pursuant to the terms of
the Selected APA, to the fullest extent required under applicable
law.  For avoidance of doubt, nothing in the Sale Motion will be
deemed an admission that U.S. law applies to the assumption and
assignment of any of the Assigned Contracts.

A full-text copy of the Debtors' proposed APA for their Remaining
Wood Products Business is available for free at:

               http://researcharchives.com/t/s?2768

As reported in the Troubled Company Reporter on Jan. 3, 2008, the
British Columbia Supreme Court approved the Debtors' proposed
bidding procedures for the sale of their remaining wood products
business.

The Canadian Court likewise authorized the Debtors to schedule an
auction, if necessary, to solicit bids for their Remaining Wood
Products Business.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
the U.S. Court had earlier approved in all respects the Debtor's
bidding and sale procedures with respect to the sale of certain
wood products assets not contemplated to be sold to International
Forest Products and the assumption of related liabilities,
including:

   (1) the submission, consideration, qualification and
       acceptance of Qualified Overbids submitted to the Debtors;

   (2) the Auction; and

   (3) the identification and determination of the Successful Bid
       and the Back-Up Bid.

                      About Pope & Talbot

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Pulp Business Amended Bidding Procedures Approved
----------------------------------------------------------------
Pope & Talbot Inc. and debtor-affiliates sought and obtained the
U.S. Bankruptcy Court for the District of Delaware's approval of
amended bidding procedures for the sale of their pulp business
assets located in Halsey, Oregon; Nanaimo, British Columbia; and
Mackenzie, British Columbia.   

The Amendment included provisions for an asset purchase agreement
the Debtors entered into on Jan. 8, 2008, with PT Pindo Deli
Pulp & Paper Mills, as the stalking horse bidder, with respect to
the Pulp Business Assets.

The Court has ruled that Pindo Deli is entitled to a $3,800,000
Break-up Fee, which will be deemed as an allowed administrative
priority expense without the need for the filing of any claim.  
The Court notes that Pindo Deli will be paid the Break-up Fee if,
among other things:

   -- Pindo Deli is not selected as the "successful bidder" for
      the Debtors' Pulp Business;

   -- Pindo Deli is selected as the Successful Bidder, but the
      transaction approval orders have not been entered by the
      Bankruptcy Court and Canadian Court by Feb. 13, 2008;

   -- the closing of the sale will not have occurred by the sale
      termination date;

   -- the Debtors adjourn or continue the auction to a date after
      Feb. 5, 2008, without the prior consent of the
      Purchaser; or

   -- the Debtors determine to pursue one or more transactions
      other than pursuant to the Procedures Order.

The Break-up Fee is approximately 3.6% of the cash Purchase
Price, without regard to liabilities being assumed or adjustments
to the Purchase Price.

The U.S. Trustee and the Official Committee of Unsecured
Creditors tried to block the Court's approval of the Debtors'
proposed Break-up Fee.  Kelly Beaudin Stapleton, the United
States Trustee for Region 3, complained that the Break-up Fee is
"excessive."  The Creditors Committee objected to various aspects
of the Break-up Fee that are "designed to chill bidding and
impede value maximization."  

On the other hand, Ableco Finance LLC, as agent for itself and
the other term lenders party to the DIP loan agreement, reserves
its rights with respect to any determination regarding whether
the Pulp Business asset should be sold, and which offer is
highest or the best.

The Debtors estimate that the exercise by Pindo Deli of an option
to purchase their limited partnership interests in Halsey CL02
Limited Partnership will result in an adjustment to the Purchase
Price of approximately $5,200,000.  

The Debtors will conduct an auction of their right, title and
interest in the Pulp Business Assets, including certain executory
contracts and unexpired leases, at 10:00 a.m. (prevailing Eastern
time), on Feb. 5, 2008, at the New York offices of Shearman &
Sterling LLP.

No provision in the APA Approval Order will be deemed to
constitute the consent of the Debtors' secured lenders, or the
Official Committee of Unsecured Creditors, to any bid, the Hon.  
Christopher S. Sontchi clarifies.

The Court likewise approved the amendments to the APA, which
reflects certain modification on the requirements for "qualified
bids".  The modifications include the Auctions Overbid
Protections, and the requirement that Qualified Bidders submit
marked versions of the Asset Purchase Agreement with their bids.

A full-text copy of Judge Sontchi's Pulp Business Amended Bid
Procedures Order is available for free at:

               http://researcharchives.com/t/s?2765

                        Monitor's Comments

PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, reports that the Canadian
Debtors are also seeking the British Columbia Supreme Court's
approval of Pindo Deli's offer as the stalking horse bid, as well
as amendments to the Pulp Business bidding procedures.

The Monitor considers the amendments to the bidding procedures as
minor administrative modifications.

The Monitor discloses that the Purchase Price for the Debtors'
Pulp Business includes $39,000,000 for non-finished goods
inventory, subject to adjustments based on the inventory at the
date of closing.

Upon analysis, the Debtors and their financial advisor,
Rothschild Inc., estimate the net proceeds from a combination of
the transaction completion and the liquidation of the remaining
assets to total $205,000,000.  Assumed liabilities for
$15,000,000 and potential realizations from the sale of certain
refundable tax credits for roughly $5,000,000, are estimated to
increase the overall transaction value to $225,000,000.

The Pindo Deli APA requires approvals:

   (1) from the U.S. Bankruptcy and Canadian Courts;
   (2) under the Hart-Scott-Rodino Antitrust Improvements Act of
       1976 and the Competition Act;
   (3) under the Investment Canada Act;
   (4) from federal, provincial and state governments; and
   (5) for the transfer of permits and licenses.

While the Court-approved process provides for a closing of
Feb. 15, 2008, the Debtors believe that a closing in mid March
2008 is more realistic.

The Monitor acknowledges that the Break-up Fee is higher than is
customarily provided for in stalking horse situations.  Pindo
Deli, however, has not additionally requested a reimbursement of
due diligence costs.  "The due diligence requirements for a pulp
mill can be substantial compared to other type of asset," the
Monitor relates.

         Debtors Seek Approval of Pindo Deli Transaction

In a separate request filed on Jan. 23, 2008, the Debtors
asked Judge Sontchi to approve:

   -- the sale of substantially all of their Pulp Business Assets
      to Pindo Deli for $105,290,000, subject to certain
      adjustments; and

   -- the assumption and assignment of various executory
      contracts and unexpired leases.

Pursuant to the Pulp Procedures Order, the Debtors served a
notice on certain non-debtor counterparties of (i) their intent
to assume and assign certain contracts to Pindo Deli or the
highest and best bidder at the Auction, (ii) their of the Cure
Cost with respect to each Assigned Contract, (iii) procedures
governing the filing of objections, if any, to the proposed Cure
Costs; and (iv) procedures governing resolution of disputes, if
any, regarding Cure Costs.

The Debtors intend to cure any monetary defaults that exist under
any Assigned Contract to Pindo Deli as a condition to the
assumption and assignment of an Assigned Contract and to the
extent that U.S. law and Canadian law apply to the assumption and
assignment of the contracts.  Any non-monetary defaults that
exist under a non-residential real property lease that is an
Assigned Contract will be cured by Pindo Deli, by performance at
the time of and after assumption and assignment of the lease.

A full-text copy of the the Debtors' Pulp Business APA is
available for free at:

               http://researcharchives.com/t/s?2766

A full-text copy of the Debtors' Leases and Cure Costs to be
assigned and assumed may be accessed at no charge at:

               http://researcharchives.com/t/s?2767

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, asserts that time is of the essence with
respect to the approval of the sale of the Debtors' Pulp
Business.  She notes that under the DIP Final Order, the Debtors
are required to conduct the auction for the Pulp Business Assets
by Feb. 5, 2008; obtain an order approving the sale of the
Pulp Business Assets by February 12; and consummate no later than
February 15 one or more sales of the Pulp Business Assets.

Moreover, Ms. Jones tells Judge Sontchi that the Pindo Deli APA
contains numerous schedules and exhibits, which the Debtors have
determined to be confidential in nature.  Thus, the Debtors seek
the Court's authority to file under seal certain exhibits that
relate to:

     -- Key Employees,
     -- Unqualified Retirement Benefit Liabilities,
     -- Customers and Suppliers,
     -- Labor Matters,
     -- Conduct of Business Prior to the Closing,
     -- Salaried Employees,
     -- Key Contracts, and
     -- Fiber Presentation.

In a statement released by the Debtors with respect to the sale
of their Pulp Business Assets, the Debtors discloses that Pindo
Deli is an affiliate within the Sinar Mas Group.
      
"We are delighted with this development, as this is an important
milestone in maximizing value for our stakeholders." said Harold
Stanton, Pope & Talbot president and chief executive officer.  
"The past 6 months have been very trying on our folks and it is
exciting that they will have the opportunity to join a world class
pulp and paper producer like Sinar Mas Group."

Sinar Mas Group is a global enterprise with significant interests
in pulp and paper in Indonesia, China and elsewhere.  Sinar Mas
is the largest producer of pulp and paper in Asia and is one of
the top five in the world.  A spokesperson for Sinar Mas Group
stated that "Sinar Mas is pleased to have entered into this
agreement since it represents an important step in our global
strategy for pulp and paper.  We look forward to working closely
with management, labor unions and employees to ensure that the
pulp business of Pope & Talbot is stabilized, strengthened and
enhanced through the obvious synergies and growth potential
presented by our existing pulp and paper business."

As reported in the Troubled Company Reporter on Jan. 3, 2008,
the Canadian Court approved the Debtors' proposed bidding
procedures for their pulp business assets, and authorized the
Debtors to schedule an auction, if necessary.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Judge Sontchi had earlier approved in all respects the Debtors'
bidding and sale procedures with respect to the sale of their pulp
business assets, including:

   (1) the submission, consideration, qualification and
       acceptance of Qualified Overbids submitted to the Debtors;

   (2) the Auction; and

   (3) the identification and determination of the Successful Bid
       and the Back-Up Bid.

                      About Pope & Talbot

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: PwC Recommends Extension of Stay Period to Feb. 15
-----------------------------------------------------------------
PricewaterhouseCoopers Inc, the Court-appointed Monitor in Pope &
Talbot Inc. and its debtor-affiliates' CCAA proceedings,
recommends to the British Columbia Supreme Court that the Canadian
Debtors' request for an extension of the Stay Period to Feb. 15,
2008, be granted.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
the Canadian Court ruled that until and including Jan. 16,
2008, no proceeding or enforcement process in any court or
tribunal will be commenced or continued against or in respect of
the Debtors, the Partnerships or PricewaterhouseCoopers Inc., or
affecting the Debtors' business or property except with the
written consent of the Debtors, the Partnerships and the Monitor,
or with leave of the CCAA Court.  

The Monitor relates that the Debtors continue to work closely
with their DIP Lenders with respect to certain Material Adverse
Deviations, and have not exceeded their anticipated borrowing
requirements.

According to the Monitor, the DIP Loan Agreement currently
expires on Feb. 15, 2008, and the cash flows previously filed
with the Court extend to the end of February 2008.

The Debtors, however, assert that they need additional time to
proceed with the realization of assets and to negotiate an
extension of the DIP Loan Agreement.  "An extension of the Stay
Period is needed to provide the stability required during that
time," the Monitor states.

The Monitor believes that, based on the information currently
available, creditors would not be materially prejudiced by an
extension of the Stay Period to Feb. 15, 2008.

"The Applicants have acted and are acting in good faith and with
due diligence and that circumstances exist that make an extension
of the Stay Period appropriate," the Monitor maintains.

                      About Pope & Talbot

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PROPEX INC: Gets Interim OK to Access BNP Paribas' Cash Collateral
------------------------------------------------------------------
The Hon. John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee authorizes Propex Inc. and its debtor-
affiliates, on an interim basis, to use BNP Paribas Securities
Corp.'s cash collateral, pursuant to and limited by the provisions
of a DIP budget.  A copy of the budget has not been filed with the
Court.

The Court grants BNP Paribas a valid perfected replacement lien on
all of the Collateral subordinate only to (i) the Permitted
Prepetition Liens, (ii) the DIP Lenders' security interests and
liens and (iii) the Carve-Out.

As reported in the Troubled Company Reporter on Jan. 23, 2008,
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.

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.

The Debtors' right to use Cash Collateral will automatically
terminate on the date that is the earlier of 10 days after an
Event of Default under the DIP Facility or the maturity date of
the DIP Facility, the Court clarifies.

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


PROPEX INC: Wants Schedules Filing Deadline Extended to April 2
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to extend
time for them to file their Schedules and Statements through and
including April 2, 2008.

The Debtors are required under Rule 1007(c) of the Federal Rules
of Bankruptcy Procedure to file their Schedules of Assets and
Liabilities and Statements of Financial Affairs within 15 days
after the Petition Date.

The Debtors' proposed bankruptcy counsel, Henry J. Kaim, Esq., at
King & Spalding, LLP, in Houston, Texas, explains, however, that
the size of the Debtors' business operations, which spans North
America, Europe, and Brazil, makes it difficult for them to
compile all of the necessary business records required to file an
accurate financial information with the Court within the time
alloted under the Bankruptcy Code.

Consequently, the Debtors will not be able to satisfactorily
prepare the Schedules and Statements within 15 days as outlined
in Bankruptcy Rule 1007(c), Mr. Kaim notes.  The Debtors
anticipate that they will need a minimum of 75 days within which
to prepare and file the Schedules and Statements in the
appropriate format.

Mr. Kaim contends that the Debtors' request will not prejudice
any party-in-interest.  The Debtors have filed a list setting
forth the names and addresses of all their creditors and a list
setting forth the names, addresses and claim amounts of creditors
holding the 30 largest unsecured claims.  Thus, he notes, the
Office of the U.S. Trustee has the information necessary for the
formation of an unsecured creditors committee.

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


QUEBECOR WORLD: Bankruptcy Won't Affect Quebecor Inc. and Units
---------------------------------------------------------------
Quebecor Inc., Quebecor Media Inc. and its subsidiaries are not
affected in any way by the decision of Quebecor World to seek
court protection from creditors under the Companies' Creditors
Arrangement Act (CCAA).  Quebecor Inc. said that Quebecor World is
an independent company, distinct from the two other entities, and
its current situation will have no effect on the normal,
continuing operations of Quebecor Inc. and Quebecor Media Inc.

"In recent weeks, Quebecor Inc., the principal shareholder
of Quebecor World, actively tried to find a solution that would
have avoided the CCAA action.  A major partner, Brookfield, had
been identified and a serious offer was made to the bank
creditors of Quebecor World.  The banks rejected the conditions
of this offer and Quebecor Inc. decided that it would not be in
the interest of its shareholders to pursue further offers that
could have increased unreasonably the risks it might assume,"
said Pierre Karl PEladeau, President and Chief Executive Officer
of Quebecor Inc.  "Quebecor and Quebecor Media are both in
excellent financial health and the outlooks for the future of the
businesses are excellent."

Quebecor Inc. formally advised Quebecor World a week ago that it
must remove "Quebecor" from its corporate name.  This measure is
intended to eliminate any confusion in the public.

             Quebecor Inc. Severing Ties with QWorld

According to Seeking Alpha, UBS analyst Jeffrey Fan informed
clients that Quebecor World's decision to seek bankruptcy
protection in Canada and the U.S., and the recent request for
removal of "Quebecor" from Quebecor World's corporate name
reflect Quebecor Inc.'s decision to surrender control of Quebecor
World.  He added that the likelihood of Quebecor providing
further funding to Quebecor World has been significantly reduced.

Quebecor Inc., together with Tricap Partners, previously offered
a $400,000,000 Rescue Financing Proposal to Quebecor World on
January 11, 2008.  The proposal, however, was rejected by
Quebecor World's secured lenders.

Quebecor World and its affiliates have filed for creditor
protection before the Quebec Superior Court of Justice
(Commercial Division) and U.S. Bankruptcy Court for the Southern
District of New York.  The company has presented a proposed
$1,000,000,000 DIP financing agreement with Credit Suisse.

                        About Quebecor Inc.

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company with
operations in North America, Europe, Latin America and Asia.  It
has two operating subsidiaries, Quebecor World Inc. and Quebecor
Media Inc.  Quebecor World is one of the largest commercial print
media services companies in the world.

Quebecor Media owns operating companies in numerous media related
businesses: Videotron Ltd., the largest cable operator in Quebec
and a major Internet Service Provider and provider of telephone
and business telecommunications services; Sun Media Corporation,
Canada's largest national chain of tabloids and community
newspapers; TVA Group Inc., operator of the largest French
language over the air television network in Quebec, a number of
specialty channels, and the English language over the air station
Sun TV; Canoe Inc., operator of a network of English and French
language Internet properties in Canada; Nurun Inc., a major
interactive technologies and communications agency with offices in
Canada, the United States, Europe and Asia; companies engaged in
book publishing and magazine publishing; and companies engaged in
the production, distribution and retailing of cultural products,
namely Archambault Group Inc., the largest chain of music stores
in eastern Canada, TVA Films, and Le SuperClub Videotron Ltd., a
chain of video and video game rental and retail stores.  Quebecor
Inc. has operations in 18 countries.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market  
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


QUEBECOR WORLD: Taps Richard Kibbe as Conflicts Counsel
-------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Richard Kibbe & Orbe LLP as their conflicts
counsel, nunc pro tunc to Jan. 21, 2008.

Jeremy Roberts, Senior Vice-President Corporate Finance and
Treasurer of Quebecor World (USA) Inc., states that aside from
hiring Arnold & Porter LLP as bankruptcy counsel, the Debtors
seek to employ Richard Kibbe & Orbe as counsel with respect to
matters which are not appropriately handled by A&P because of
potential conflicts of interest or alternatively, matters which
the Debtors believe are more efficient for RK&O to handle.  

"The Debtors believe that rather than resulting in any extra
expense to the Debtors' estates, the coordination of efforts
between A&P and RK&O will greatly add to the effective
administration in these chapter 11 cases" Mr. Roberts avers.

Mr. Roberts adds that the members and associates of the firm have
considerable experience in bankruptcy cases and have acted in a
professional capacity as counsel in numerous chapter 11 cases
like Mirant Corporation, Tower Automotive, Inc.,  Metalforming
Technologies Inc., Intrepid U.S.A. Inc., and Galey & Lord Inc.,

In order for RK&O to act effectively in the Chapter 11 cases, the
Debtors propose that the firm be tasked to perform these non-
exhaustive functions:

   (a) 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;

   (b) prepare on behalf of the Debtors, as debtors-in-
       possession, all necessary motions, applications, answers,
       orders, reports and other papers in connection with the
       administration of the Debtors' estates;

   (c) negotiate on behalf of the Debtors with their creditors
       and other parties-in-interest; and
    
   (d) perform all other necessary legal services in connection    
       with the prosecution and administration of the Chapter
       11 cases.

RK&O will be paid on an hourly basis at its customary hourly
rates:

      Partners                $525 to $775 per hour
      Associates              $300 to $475 per hour
      Paralegals              $190 to $250 per hour
               
RK&O will further charge the Debtors with expenses incurred in
connection to its chapter 11 cases like telephone tolls, mail
charges and court filing fees.

Mr. Joon Hong, a member RK&E, identified several current and
former clients that are parties-in-interest in the Chapter 11
cases -- Ernst & Young, Newpage Corp., Morgan Stanley, Citibank,
N.A., and Delloitte & Touche LLP.  Mr. Hong, however, assures the
Court that with respect to each connection between RK&O and its
relevant clients, RK&O will not represent any of the relevant
entities and will not hold an interest that is adverse to the
Debtors' estates.

Mr. Hong asserts that the firm does not hold any interest adverse
to the Debtors, their estates or their creditors.

                        About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market  
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  Donlin,
Recano & Company, Inc. serves as the Debtors claims, notice and
balloting agent.  The Debtors listed total assets of
$5,554,900,000 and total debts of $4,140,700,000 when they filed
for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


QUEBECOR WORLD: Wants Donlin Recano as Claims and Noticing Agent
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to employ Donlin, Recano & Company, Inc. as their
claims, notice and balloting agent.

Jeremy Roberts, Senior Vice-President Corporate Finance and
Treasurer of Quebecor World (USA) Inc., states that Bankruptcy
Clerk is not equipped to distribute notices, process all of the
proofs of claim filed, and assist in the balloting process in the
Debtors' Chapter 11 cases.  Thus, an independent third party is
needed to act on these related administrative tasks, he says.

Louis Recano, a principal of Donlin, Recano & Company, Inc.,
relates that the company has served more than 200 clients for
Chapter 11 cases globally and their services include noticing
solutions, claims administration, solicitation planning and
balloting, and plan distribution and tracking.

The Debtors wish to engage with Donlin Recano under terms and
conditions provided in a Standard Claims Administration and
Noticing Agreement.  As set forth in the Agreement, Donlin Recano
will:

   (a) notify all potential creditors of the filing of the   
       Debtors' bankruptcy petitions and of the setting of the
       first meeting of creditors;

   (b) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs;

   (c) notify all potential creditors of the existence and amount
       of their respective claims;

   (d) furnish a notice of the last day for the filing of proofs
       of claim and a form for the filing of a proof of claim;

   (e) file with the Clerk an affidavit or certificate of service
       which includes a copy of the notice, a list of persons to   
       whom it was mailed, and the date the notice was mailed;

   (f) docket all claims received, maintain the official claims
       registers for each of the Debtors on behalf of the
       Clerk, and provide the Clerk with certified duplicate
       unofficial Claims Registers on a monthly basis, unless
       otherwise directed;

   (g) specify, in the applicable Claims Register, the following
       information for each claim docketed: (i) the claim number
       assigned, (ii) the date received, (iii) the name and    
       address of the claimant and agent, if applicable, who
       filed the claim, (iv) the filed amount of the claim, if
       liquidated, and (v) the classification(s) of the claim;

   (h) relocate, by messenger, all of the actual proofs of claim
       filed to Donlin, Recano, not less than weekly;

   (i) record all transfers of claims and provide any notices of
       the transfers;

   (j) make changes in the Claims Register;

   (k) upon completion of the docketing process for all claims
       received to date by the Clerk's office, turn over to the
       Clerk copies of the Claims Registers for the Clerk's
       review;

   (1) maintain the Claims Register for public examination
       without charge during regular business hours;

   (m) maintain the official mailing list for each Debtor of all
       entities that have filed a proof of claim;

   (n) assist with, among other things, solicitation,    
       calculation, and tabulation of votes and distribution, as
       required in furtherance of confirmation of the Plan;

   (0) provide and maintain a Web site where parties can view
       claims filed, the status of claims, and pleadings or other
       documents filed with the Court by the Debtors;
    
   (p) 30 days prior to the close of the cases, an order    
       dismissing Donlin Recano would be submitted terminating
       its services upon completion of its duties and
       responsibilities; and

   (q) at the close of the case, box and transport all original
       documents in proper format, as provided by the Clerk's     
       office, to the Federal Records Center.

The Debtors may further utilize other services offered by Donlin
Recano, including assisting the Debtors in preparing the master
creditor lists, gathering data related to the Debtors' schedules
and maintenance of a post office box for receiving claims.

The Debtors have paid Donlin Recano a retainer of $50,000.

The firm will charge the Debtors at these rates:

    Senior Bankruptcy Consultant           $205-250 per hour
    Case Manager                           $180-200 per hour
    Technology/Programming Consultant      $115-195 per hour
    Senior Analyst                         $115-175 per hour
    Jr. Analyst                             $70-110 per hour
    Clerical                                 $40-65 per hour

The firm will also charge the Debtors for other services at their
regular rates, including laser printing at $0.12 per page, Web
hosting at $250 per month, among other things.

Mr. Recano asserts that the firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code and
holds no interest adverse to the Debtors or their estates for the
matters for which the firm is to be employed.

The firm can be reached at:

             Donlin Recano & Company, Inc.
             419 Park Avenue South
             New York, NY 10016
             Tel: (212) 481-1411
             Fax: (212) 481-1416
             http://www.donlinrecano.com/

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market  
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


RADIANT ENERGY: Completes Debt-to-Equity Swap with Two Companies
----------------------------------------------------------------
Radiant Energy Corporation has received acceptance from the TSX
Venture Exchange for the settlement of certain short-term, secured
loans and series A debentures, with an aggregate principal balance
of $2,45 million and the forgiveness of accrued interest equal to
$344,592 in return for 18,163,022 common shares of the company.

The settlement was signed between the company, 954740 Ontario
Limited, a corporation controlled by John Marsh, an insider to the
company, and Hara Enterprises Limited, a corporation control by
Gregory O'Hara, an insider to the company, and with an arm's
length holder of a series A debenture.

The debt-to-equity swap was previously disclosed by the Troubled
Company Reporter on Jan. 21, 2008.

Over the past eighteen months the company's financial goal has
been to reduce debt.  From June 2006 to the present, the
consolidated debt decreased from $17.0 million to $9.2 million.   

                 Settlement of Short-term Loans

The aggregate principal amount of the short-term loans between REC
and 954740 and Hara was $445,000 and the accrued interest was
$49,578.  Each of 954740 and Hara signed Creditor Settlement
Agreements to settle the principal amount of the debt for the
issuance of 3,296,295 common shares.  Each of 954740 and Hara has
also agreed to forgive payment of the accrued interest.

        Settlement of the Secured Loans with RAS Europe

The aggregate principal amount of the Secured Loans between RAS
Europe, a wholly owned subsidiary of REC, and 954740 and Hara was
$2,000,000 and the accrued interest was $295,014.  Each of 954740
and Hara signed Creditor Settlement Agreements to settle the
principal amount of debt for the issuance of 14,814,814 common
shares.  The two creditors also agreed to forgive payment of the
accrued interest.

               Settlement of Series A Debentures

Currently, the principal on the Series A Unsecured Debenture was
$530,000 and accrued interest was $236,181.  An offer was made to
all three holders of Series A Debentures to accept the settlement
of the principal and accrued interest based on a rate of
CDN$0.155.  To date one of the holders of the Series A Debentures
signed a Creditor Settlement Agreement to settle the principal and
accrued interest in the amount of $8,046.65 (CDN$8,046.65) for the
issuance of 51,913 common shares.

                    Related Party Transactions

Each of John Marsh and Gregory O'Hara are insiders of the company
under Canadian securities laws and the settlement of the debt for
shares is considered to be a related partly transaction under
Canadian securities laws.  The company has determined that it is
exempt under the Ontario Securities Commission Rule 61-501 from
the requirements to obtain a formal valuation and minority
approval for this settlement of debt.

Upon completion of the settlement of the debt for shares of the
company, John Marsh and Gregory O'Hara will beneficially own and
control 41,755,257 and 30,102,333 shares of the company,
respectively, representing 24.3% and 19.0%, respectively, of the
issued and outstanding shares of the company, including
convertible securities.

The board of directors first determined that all three members of
the Board are independent of the transaction.  The board reviewed
recent market prices for Radiant shares and determined that the
effective conversion price taking into account the forgiveness of
accrued interest was approximately $0.155 per share representing a
3.3% premium to the closing price of the common shares on Jan. 14,
2008, the day prior to the execution of the Creditor Settlement
Agreements.

The board unanimously approved the settlement of the debt for
shares of the company.  The board considered the significant
reduction of debt the transactions represent, the improvement of
the financial condition of the company and the corresponding
decrease in the shareholders' deficit and concluded the
transaction to be fair for all shareholders and in the best
interests of the company.

                      About Radiant Energy

Based in Port Colborne, Ontario, Radiant Energy Corp. (TSX: RDT) -
- http://www.radiantenergycorp.com/-- through its wholly owned  
subsidiary Radiant Aviation Services developed and sells the only
infrared alternative to traditional glycol-based aircraft deicing.  
Its fully patented InfraTek(R) systems are approved for use by the
FAA.  Before the introduction of InfraTek, spraying with glycol
was the only feasible method to satisfy FAA safety guidelines for
ensuring that aircraft are properly deiced before take-off.

At July 31, 2007, the company's balance sheet showed total assets
of $2.64 million, and total liabilities of $9.55 million,
resulting to a shareholders' deficit of $6.90 million.


RADIATION THERAPY: S&P's Retains Negative Watch on 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on Fort Myers, Florida-based Radiation Therapy
Services Inc. remains on CreditWatch with negative implications,
where it was initially placed on Oct. 22, 2007.   S&P expects to
lower the rating to 'B+' to reflect the increased debt leverage
that will result from the $764-million acquisition by Vestar
Capital Partners.  The deal is valued at about $1.1 billion,
including the assumption of debt.  S&P expects the outlook will be
stable.
     
The ratings on the outpatient radiation oncology services provider
reflect the competitive and fragmented oncology market, some
geographic concentration risk, the company's acquisitiveness, and
its high debt leverage, which will increase as a result of its
acquisition by Vestar.  "While there is good visibility on
reimbursement through 2011, reimbursement remains an ongoing
exposure," said Standard & Poor's credit analyst Cheryl E. Richer.


RADNET INC: Sept. 30 Balance Sheet Upside-Down by $54.1 Million
---------------------------------------------------------------
RadNet Inc.'s consolidated balance sheet at Sept. 30, 2007, showed
$433.9 million in total assets, $487.0 million in total
liabilities, and $997,000 in minority interest, resulting in a
$54.1 million total stockholders' deficit.

The company reported a net loss of $2.0 million for the third
quarter ended Sept. 30, 2007, compared to a net loss of
$2.5 million reported in the same period in 2006.  

For its third quarter of fiscal 2007, RadNet reported net revenue
of $110.2 million, compared with net revenue of $40.0 million in
the corresponding period of fiscal 2006.

Net revenue from the acquisition of Radiologix, effective Nov. 15,
2006, was $67.6 million for the three months ended Sept. 30, 2007.
Net revenue excluding Radiologix increased $2.6 million for the
three months ended Sept. 30, 2007, when compared to the same
period last year.  This increase is mainly due to an increase in
procedure volumes from existing centers as well as from the
addition of new centers and is net of the effects of reimbursement
reductions experienced as a result of the government's reduction
of certain Medicare payments (DRA), which became effective in
January 2007.

"Despite the traditionally slower summer months and this quarter
having one less business day as compared with last year's third
quarter and the second quarter of this year, we managed to improve
our operating performance through driving volume growth and
managing our costs." said Dr. Howard Berger, president and chief
executive officer.  

Consistent with its strategy of focusing on its core markets,
RadNet exited the Colorado market during the third quarter through
the sale of assets it had acquired in the Radiologix transaction.  
As a result of exiting Colorado, RadNet now operates only two
centers in Topeka, Kansas, which are outside of its core markets
of California, Maryland, New York and Florida.

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?2762

                        Nine Month Report

For the nine month period ending Sept. 30, 2007, RadNet reported
net revenue of $323.1 million, compared with net revenue of
$120.0 million in the same period in 2006.

Net Loss for the nine month period ending Sept. 30, 2007, was
$5.4 million, compared to a net loss of $6.0 million reported in
the same period last year.

                        About RadNet Inc.

Headquartered in Los Angeles, California, RadNet Inc.
(NASDAQ:RDNT) -- http://www.radnet.com/-- fka Primedex Health
Systems Inc. provides diagnostic imaging services in the state of
California.  Imaging services include magnetic resonance imaging,
computed tomography, positron emission tomography, nuclear
medicine, mammography, ultrasound, diagnostic radiology, and
fluoroscopy. Its operations comprise a single segment.  The
company has a network of 143 fully-owned and operated outpatient
imaging centers.  RadNet's core markets include California,
Maryland, New York and Florida.  At December 31, 2006, together
with affiliated radiologists, and inclusive of full-time and per
diem employees and technicians, RadNet had a total of 3,937
employees.

                          *     *     *

Standard & Poor's placed Radnet Inc.'s long term foreign and local
issuer credit rating at 'B' in November 2005.  The ratings still
hold to date with a stable outlook.


RADNET MANAGEMENT: S&P Holds Junk Rating on $60 Million Add-on
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' issue-level
rating on RadNet Management Inc.'s senior secured second-lien term
loan following the company's $60 million add-on.   RadNet has
increased its outstanding $135 million second-lien term loan to
$195 million.  The recovery rating on this debt remains unchanged
at '6', indicating the expectation for negligible (0%-10%)
recovery in the event of a payment default.
     
The issue-level rating on the company's $305 million first-lien
facilities, consisting of a $250 million term loan
($248 million outstanding) and a $55 million revolving credit
facility, remains unchanged at 'B+' (one notch higher than the
corporate credit rating), with a recovery rating of '2',
indicating the expectation for substantial (70%-90%) recovery in
the event of a payment default.
     
RadNet Management and Beverly Radiology Medical Group are
coborrowers of the facilities, which are guaranteed by holding
company RadNet Inc. and all of its material direct and indirect
subsidiaries.  The loans are secured by all assets of the
borrowers and guarantors.

                           Ratings List

                      RadNet Management Inc.

     Corporate Credit Rating            B/Positive/--

     Secured First Lien                 B+
     Recovery Rating                    2

     Secured Second lien                CCC+
     Recovery Rating                    6


RALI TRUST: Two Classes Acquire S&P's Junk Ratings
--------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage pass-through certificates from four RALI Trust
transactions.  At the same time, S&P removed one of the classes
from CreditWatch, where it was placed with negative implications
on Oct. 24, 2007.  Furthermore, S&P affirmed its ratings on the
remaining 48 classes from these RALI transactions.     

The lowered ratings reflect the high delinquencies relative to the
available credit support in the deals.  Current credit support for
the B-2 classes from series 2003-QS4, 2003-QS15, and 2004-QS5 is
0.36%, 0.15%, and 0.33% of the respective current pool balances,
and future credit support is projected to be significantly lower
than the original credit support for all three classes.  Current
credit support for classes M-2, M-3, and B-1 from series 2004-QS2
is 3.61%, 2.04%, and 1.25% of the current pool balance,
respectively, and future credit support is projected to be
significantly lower than the original credit support for all three
classes.
     
As of the December 2007 remittance period, cumulative losses
ranged from 0.21% (series 2003-QS4 and series 2004-QS5) to 0.24%
(series 2003-QS15) of the original pool balances; total
delinquencies ranged from 2.42% (series 2003-QS15) to 4.16%
(series 2004-QS2) of the current pool balances; and severe
delinquencies (90-plus days, foreclosures, and REOs) ranged from
0.80% (series 2004-QS5) to 1.75% (series 2004-QS2).   Seasoning
for these transactions ranges from 44 months (series 2004-QS5) to
57 months (series 2003-QS4), and outstanding pool factors range
from approximately 25% (series 2003-QS4) to
approximately 42% (series 2004-QS5).
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.     

Subordination primarily provides credit support for these
transactions.  The underlying collateral for these transactions
consists primarily of Alternative-A, fixed-rate, fully amortizing,
conventional mortgage loans secured by first liens on one- to
four-family residential properties, with original terms to
maturity of no more than 30 years.

                         Ratings Lowered

                        RALI Series Trust

                                         Rating
                                         ------
            Series       Class       To         From
            ------       -----       --         ----
            2003-QS15    B-2         CCC        B
            2004-QS2     M-2         BBB+       A
            2004-QS2     M-3         BB-        BBB
            2004-QS2     B-1         B-         BB
            2004-QS5     B-2         CCC        B

      Rating Lowered and Removed From CreditWatch Negative

                          RALI Series Trust

                                         Rating
                                         ------
            Series       Class       To         From
            ------       -----       --         ----
            2003-QS4     B-2         CCC        B/Watch Neg

                          Ratings Affirmed

                          RALI Series Trust

     Series         Class                            Rating
     ------         -----                            ------
     2003-QS4       A-1, A-2, A-3, A-4, A-5          AAA
     2003-QS4       A-6, A-V, A-P                    AAA
     2003-QS4       M-1                              AA+
     2003-QS4       M-2                              A+
     2003-QS4       M-3                              BBB
     2003-QS4       B-1                              BB
     2003-QS15      A-1, A-2, A-3, A-5, A-6          AAA
     2003-QS15      A-7, A-V, A-P                    AAA
     2003-QS15      M-1                              AA
     2003-QS15      M-2                              A
     2003-QS15      M-3                              BBB
     2003-QS15      B-1                              BB
     2004-QS2       A-I-1, A-I-2, A-I-3, A-I-4       AAA
     2004-QS2       A-I-5, CB, A-P, A-V              AAA
     2004-QS2       M-1                              AA
     2004-QS2       B-2                              CCC
     2004-QS5       A-1, A-2, A-3, A-4, A-5, A-6     AAA
     2004-QS5       A-7, A-8, A-P, A-V               AAA
     2004-QS5       M-1                              AA
     2004-QS5       M-2                              A
     2004-QS5       M-3                              BBB
     2004-QS5       B-1                              BB


RELLOR GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rellor Group, L.L.C.
        dba Skate-N-Station
        301 133rd Street South
        Tacoma, WA 98444

Bankruptcy Case No.: 08-40271

Type of Business: The Debtor is engaged in the sports and
                  recreation business.

Chapter 11 Petition Date: January 24, 2008

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: J. Bradley Gibson, Esq.
                  1001 4th Avenue, Suite 3200
                  Seattle, WA 98154
                  Tel: (206) 264-8422

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RIVERCHASE COUNTRY: Court Approves Chapter 11 Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
approved Riverchase Country Club's chapter 11 plan of
reorganization last week, Birmingham News says, citing Charles
Denaburg, Esq. at Najjar Denaburg PC.

The plan contemplates on the settlement of the Debtor's debt owed
to Wachovia Bank, N.A., and suppliers, Russell Hubbard writes for
The Birmingham News.

Under the plan, the Debtor will pay Wachovia Bank the sum of
$1,850,000 to satisfy the bank's $3,197,617 of unsecured claims,
Birmingham News reports.

Birmingham, Alabama-based Riverchase Country Club operatess an
18-hole golf course.  It filed for chapter 11 protection on
Oct. 30, 2006 (Bankr. N.D. Ala. Case No. 06-04310) after Wachovia
Bank N.A. demanded full payment of its $3.2 million unsecured
claims.  In 2007, Wachovia Bank offered to take over the Debtor's
mortgage and assume its debts.  Steven D. Altmann, Esq., at Najjar
Denaburg PC represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankrutpcy, it listed assets and debts
between $1 million and $100 million.


ROBSTOWN CITY: Moody's Holds Ba1 Rating with Positive Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating and assigned a
positive outlook to the City of Robstown's general obligation
bonds affecting $3.5 million in outstanding debt.  The bonds are
direct obligations of the City, payable from ad valorem taxes
levied against all taxable property within the limits prescribed
by law.  The rating reflects weakened financial reserves with
spending on one time capital expenditures.  The rating also takes
into consideration a limited yet growing tax base and moderate
debt burdens.  The positive outlook reflects the City's
restoration plan for the General Fund balance.

                General Fund Balance Remains Weak

The City of Robstown has operated with varying surpluses and
deficits in the General Fund balance resulting in a fluctuating
reserve.  This trend has been the key factor in the Ba1 rating
assignment.  After several years of over spending led to negative
fund balances, the City Council adopted a series of financial
policies in June 2002 to reverse the trend.  The policies included
requirements for regular reconciliations of Municipal Court cash
collections and deposits, the issuance of purchase orders prior to
obtaining invoices and a deficit reduction plan that required
departmental spending to be compared to their budgets on a monthly
basis.  As a result the 2002 fiscal year ended with a $142,000
surplus which restored the General Fund balance to a positive
number of $54,000.  An additional surplus in fiscal 2003 increased
the fund balance to $210,770.  However, deficits in fiscal years
2005 and 2006 resulted in a negative fund balance of $220,000 for
the 2006 fiscal year end.  The deficits were the result of
structural imbalance between revenues and expenditures.  Revenues
were under collected and expenditures were over budget.

The positive outlook relies on the City's plan to restore the fund
balance.  City officials hope to increase the fund balance to $1
million over the next three to five years.  For fiscal 2007,
officials report the fund balance will be a positive $300,000.  
This improvement is the result of an increase in the transfer from
the utility fund to the General Fund.  The transfer in fiscal 2007
was $550,000, which was $250,000 more than in previous years.  
Ongoing transfers from the utility fund are anticipated to assist
the General Fund reach the $1 million goal.  Although the transfer
will substantially help the General Fund reserve, Moody's believes
the structural imbalance in General Fund operations should also be
addressed going forward.  Moody's notes that the utility fund
appears to be fiscally sound with strong reserves and revenues
meeting expenditures.  Moody's also notes that the $550,000
transfer in fiscal 2007 equals approximately 10% of General Fund
revenues.   If the City is able to demonstrate stability in the
General Fund balance, Moody's believes this could drive upward
pressure on the rating.

     Limited Yet Growing Tax Base in Corpus Christi Region

The City of Robstown is located approximately 15 miles west of the
City of Corpus Christi (Moody's rated A1).  The local economy is
based upon agriculture, petroleum and a residential population
primarily supported by employment opportunities in Corpus Christi.  
Officials reported that one new residential subdivision will
include 150 single family homes with values ranging from $100,000
to $200,000.  Another subdivision will include 30 single family
homes.  Retail new construction is also occurring throughout the
City.  Over the last five years, the tax base has increased a
healthy 7.7% annually.  In fiscal 2008, the tax base was $216
million.  The total tax rate of $9.90 per $1,000 of assessed value
is higher than is typical for a Texas city although the rate has
decreased over the last several years.  Compounding the limited
flexibility of an already high tax rate is the City's
socioeconomic profile, which is characterized by a 2000 Census per
capita income of $8,736, which is 44.5% of the statewide value and
40.5% of the U.S.  Moody's believes the tax base will continue to
increase following the historical trend given projects that are
underway.

                      Moderate Debt Ratios

The debt burdens are moderate at 1.7% direct and 4.5% overall.   
The overall debt burden takes into consideration a substantial
amount of State aid that supports the school district's debt
service requirements.  Without this State aid, the debt burden
would increase to 10.9% overall.  The payout of debt is rapid with
100% of principal paid in ten years.  The City plans to issues
debt in the next two years for street improvements.   Despite
plans for debt, Moody's believes additional tax base growth and
the rate of debt repayment will mitigate any negative impacts on
the debt burdens.

                          Key Statistics

  -- Population: 12,422

  -- 2008 Full valuation: $216 million

  -- Full value per capita: $17,400

  -- Direct debt burden: 1.7%

  -- Overall debt burden: 4.5%

  -- Payout (10 years): 100%

  -- FY 2002 General Fund balance: $54,000 (1.1% of General
     Fund revenues)

  -- FY 2003 General Fund balance: $210,770 (4.0% of General
     Fund revenues)

  -- FY 2004 General Fund balance: $28,000 (0.5% of General
     Fund revenues)

  -- FY 2005 General Fund balance: $63,000 (1.2% of General     
     Fund revenues)

  -- FY 2006 General Fund balance: ($220,000) (-4.0% of General
     Fund revenues)

  -- FY 2007 unaudited General Fund balance: $300,000 (5.4% of
     General Fund revenues)

  -- Parity debt outstanding: $3.5 million


ROCKFORD PRODUCTS: Sells Selected Assets to BlackEagle Partners
---------------------------------------------------------------
Rockford Products Corporation has sold selected assets to
BlackEagle Partners LLC, in a sale process conducted under Section
363 of the U.S. Bankruptcy Code.  

On the day of closing, BlackEagle made some key changes in the
management team to facilitate the rapid improvements planned.

"Since the outcome of the bankruptcy auction, we have been working
closely with the Rockford team to design and map out specific
profit improvement initiatives," Harry Watson, partner of
BlackEagle, said.

"Rockford has an outstanding product portfolio and has built a
substantial presence overseas,"  Garrett Kanehann, partner of
BlackEagle, said.  "We are excited to be part of the Rockford team
and to grow with our customers both domestically and abroad.  In
addition to its U.S. operations, the company conducts business
internationally through joint ventures in Changzhou, China and
Guadalajara, Mexico.

                 About BlackEagle Partners LLC

BlackEagle Partners LLC -- http://www.blackeaglepartners.com/--  
is an operationally focused, middle market private equity firm
that seeks to acquire underperforming and distressed businesses,
non-core subsidiaries, and companies operating in out of favor
industries.  The firm focuses on businesses below $200 million in
enterprise value.  The company has offices in New York City and
Bloomfield Hills, Michigan.

               About Rockford Products Corporation

Headquartered in Tempe, Arizona, Rockford Products Corporation
(NASDAQ:ROFO) -- http://www.rockfordproducts.com/and  
http://www.rockfordinternational.com/-- originally formed in  
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on
July 25, 2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  
Thomas J. Augspurger, Esq. at LeBoeuf, Lamb, Greene & MacRae LLP
represents the Debtors in their restructuring efforts.  BMC Group
act as the Debtors' claims, noticing, and balloting agent.  
Lawyers at Greenberg Traurig LLP serve as counsel to the Official
Committee of Unsecured Creditors.  The Debtors schedules disclose
total assets of $49,002,753 and total liabilities of $40,438,278.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
The U.S. Bankruptcy Court converted Rockford Products' Chapter 11
case into a Chapter 7 liquidation proceeding.


RON GOLDSTEIN: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ron Yaron Goldstein
        400 North Tustin Avenue, Suite 401
        Santa Ana, CA 92705

Bankruptcy Case No.: 08-10338

Chapter 11 Petition Date: January 24, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo S.B.A. Lending     S.B.A. loan           $544,994
C.M.G. Supp. Serv. Sand Diego
MACT5601-012, Box 659700
San Antonio, TX 78286

Bank of America                credit card purchases $77,527
Attention: Managing Agent
Box 15026
Wilmington, DE 19850

Chase Card Services            credit card purchases $41,341
Attention: Managing Agent
Box 15548
Wilmington, DE 19886

Sallie Mae                     student loan          $31,826

Internal Revenue Service       2005 and 2006 federal $29,600
                               taxes

Bank of America                credit card purchases $29,439
Greensboro, NC

Lancaster Community Hospital   claim for rent        $23,310

                               lease-business        unknown
                               property

Theodora Oringher Miller et al legal fees            $19,182

Bank of America                credit card purchases $18,438
City of Industry, CA 91716

Lexus Financial Services       automobile lease      $11,666

Air Coastal Fleet Services,    transport services;   $4,329
Inc.                           air charter

Capital One Bank               credit card purchases $1,000

Michael Feldan, M.D.           litigation claim      unknown

Benford Whiting Partnership    lease-business        unknown
                               property

R.C.I. Hospitality 275, L.L.C. lease-business        unknown
                               property

Rodeo Collection, M.D.         lease-business        unknown
                               property


SEARS HOLDINGS: Fitch Holds 'BB' Ratings with Negative Outlook
--------------------------------------------------------------
Fitch Ratings has affirmed its ratings of Sears Holdings
Corporation as:

Sears Holdings Corporation

  -- Long-term IDR 'BB';
  -- Senior notes 'BB';
  -- Secured bank facility 'BBB-'.

Sears, Roebuck and Co. (Sears)

  -- Long-term IDR 'BB';
  -- Senior notes 'BB'.

Sears Roebuck Acceptance Corp. (SRAC)

  -- Long-term IDR 'BB';
  -- Senior notes 'BB';
  -- Short-term IDR 'B';
  -- Commercial paper 'B'.

Sears DC Corp. (SDC)

  -- Long-term IDR 'BB';
  -- Senior notes 'BB'.

Kmart Holding Corporation (Kmart)

  -- Long-term IDR 'BB'.

The Rating Outlook is revised to Negative from Stable.  
Approximately $4 billion of total debt was outstanding as of
Nov. 3, 2007.

The affirmations reflect Holdings' broad market presence in the
moderate department store and discounter segments and solid
balance sheet balanced against soft operating results and
significant long-term competitive challenges.  The revision in
Outlook reflects the continued weak sales performance which has
pressured operating profit margin and credit metrics.  Fitch does
not expect the weakness in top line and margins to abate in the
near term, particularly in light of a challenging economic
environment.  In addition, the longer term retail strategy remains
unclear, particularly given the recently announced changes to
Holdings' organizational structure, which could lead to
operational disruption in the near term.  

Holdings continues to experience negative comparable store sales
at both Sears and Kmart.  Sears - the largest department store
operator in the U.S. with latest 12 months ended Nov. 3, 2007
sales of $28.6 billion - has posted declines in comparable store
sales for the past seven years, reflecting competitive pressures
and inconsistent merchandising execution.  Kmart's sales - which
totaled $17.9 billion in the LTM period - stabilized in 2005-2006
following three years of sharp declines, but have been on a
decline again throughout 2007.  Holdings' challenge will be to
generate longer-term sales and earnings growth at both Sears and
Kmart in the face of growing competition within the department
store sector and continued share gains by discounters and big-box
specialty retailers.  

While Holdings' EBITDA was supported by aggressive cost cutting
and reduced promotional activity in 2006, it has come under
significant pressure on weak top-line execution, heightened
promotional activity and increased markdowns in the past year.  
LTM EBITDA margin decreased to 6% from 6.7% in the year ended
Feb. 2, 2007.  As a result, LTM credit metrics have deteriorated
with adjusted debt/EBITDAR at 2.8 times versus 2.4x at the end of
2006.  LTM EBITDAR/interest plus rents decreased to 3.4x from 3.6x
during the same period.  Fitch expects further weakening in the
company's credit metrics given the company's recent outlook for
the fourth quarter ending Feb. 2, 2008 and Fitch's outlook for the
retail sector in 2008.

However, liquidity is solid, supported by a cash balance of $1.5
billion and $2.4 billion of availability remaining under its $4
billion Credit Agreement as of Nov. 3, 2007.  Cash balances have
declined from $4 billion at the end of 2006 due to significant
share repurchases amounting to approximately $2.9 billion for the
49 weeks ended Jan. 11, 2008.

The 'BBB-' rating of Holdings' $4 billion secured revolver, under
which SRAC and Kmart are the borrowers, reflects a downstream
guarantee from Holdings to both SRAC and Kmart and cross-
guarantees between SRAC and Kmart.  The facility is secured
primarily by inventories, which range from $9 billion-$12 billion.  
The collateral can be released in the event the company achieves
certain performance targets or ratings levels.  If the collateral
is released, leverage and asset coverage tests would become
effective.

The ratings of SRAC's senior notes and commercial paper reflect a
guarantee provided by Sears.  In addition, Sears DC Corp. benefits
from an agreement by Sears to maintain a minimum fixed-charge
coverage at SDC of 1.005x.  Sears also agrees to maintain an
ownership of and a positive net worth at SDC.


SHARPS CDO: S&P Revises Two Ratings; Keeps Two Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
class A-1 and A-2 notes issued by Sharps CDO I Ltd., a
collateralized debt obligation transaction backed by mezzanine
residential mortgage-backed securities.  The revised ratings
reflect a financial guarantee insurance policy on the class A
notes issued by CIFG Assurance North America Inc.
     
Standard & Poor's inadvertently lowered its ratings on the class
A-1 and A-2 notes on Jan. 17, 2008, based on the transaction's
available credit support.  This action reinstates the 'AAA'
ratings on the classes, which reflect the financial guarantee
insurance policy.
  
                         Ratings Revised
   
                        Sharps CDO I Ltd.

                                   Rating
                                   ------
                 Class        To            From
                 -----        --            ----
                 A-1          AAA           AA+
                 A-2          AAA           AA+

                    Other Outstanding Ratings
  
                        Class      Rating
                        -----      ------
                        B          A+
                        C          BBB-
                        D          CCC+
                        E          CC


STANLEY-MARTIN: Weak Market Conditions Cue S&P's Rating Cuts
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Stanley-Martin Communities LLC and its subsidiary,
Stanley-Martin Financing Corp., to 'B' from 'B+'.  At the same
time, S&P lowered its rating on the company's senior unsecured
debt to 'CCC+' from 'B-'.  The outlook is negative.
     
"The downgrades reflect our concerns about this privately held
homebuilder's additional impairment charge in the fourth quarter
of 2007, which points to weaker market conditions in 2008 and
further erodes the book value of the company's already small
equity base," explained credit analyst Lisa Wright.   "Also,
Stanley-Martin's liquidity could be further reduced if market
conditions are weaker than expected in 2008."
     
The negative outlook reflects S&P's expectation that the weak
housing market conditions in Washington, District of Columbia, and
Southern Maryland will continue to challenge the company's
operating and credit metrics through 2008.  S&P will lower its
ratings further if Stanley-Martin's liquidity tightens, if
earnings are weaker than S&P anticipates in 2008, or if leverage
rises further.  In S&P's view, the company could benefit from its
infill locations in its core Washington, markets in the longer
term, which supports the ratings.  S&P would consider revising the
outlook back to stable if cash flow from operations turns
meaningfully positive and the company's core Washington, housing
market shows signs of firming, although S&P views this as unlikely
in the near term.


SUN MICROSYSTEMS: Earns $260 Million in 2nd Quarter Ended Dec. 30
-----------------------------------------------------------------
Sun Microsystems Inc. reported Thursday results for its fiscal
second quarter ended Dec. 30, 2007.

Net income for the second quarter of fiscal 2008 on a GAAP basis
was $260.0 million, as compared with a net income of
$133.0 million for the second quarter of fiscal 2007.  GAAP net
income for the second quarter of fiscal 2008 included a
$32.0 million restructuring charge.

Revenues for the second quarter of fiscal 2008 were
$3.615 billion, an increase of approximately 1.4% as compared with
$3.566 billion for the second quarter of fiscal 2007.  Total gross
margin as a percent of revenues was 48.5, an increase of 3.5
percentage points, as compared with the second quarter of fiscal
2007.

Cash generated from operations for the second quarter of fiscal
2008 was $336.0 million, and the cash and marketable debt
securities balance at the end of the quarter was $4.677 billion.

"Today's results clearly demonstrate steady progress against our
financial targets and highlight the accelerating demand set to
fuel growth in the back half of the fiscal year," said Jonathan
Schwartz, chief executive officer of Sun Microsystems.  
"Headlining the results were improved margins and strong bookings
along with double digit growth in emerging markets including
India, China, Latin America, Eastern Europe, the Middle East and
Africa.  Adding to the momentum were the SolarisTM Operating
System OEM agreement with Dell and our introduction of the
industry's first open source datacenter virtualization and
management platform, Sun xVM."

                          Balance Sheet

At Dec. 30, 2007, the company's consolidated balance sheet showed
$14.479 billion in total assets, $8.607 billion in total
liabilities, and $5.872 billion in total stockholders' equity.

                      About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing   
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service commented that Sun Microsystems Inc.'s
Ba1 corporate family and unsecured debt rating with a stable
outlook would not be affected by the company's recent announcement
that it has entered into a definitive agreement to acquire MySQL
AB for approximately $1.0 billion.  


TELTRONICS INC: Sells Telident 911 Assets to Amcom Software
-----------------------------------------------------------
Teltronics Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on Jan. 18, 2008, it sold
all assets related to its Telident 911 Solutions line of products
to Amcom Software Inc. for a purchase price of $1.75 million and
the assumption by Amcom of certain liabilities.

Under the Asset Purchase Agreement executed on Jan. 18,  2008,
$175,000.00 of the purchase price was deposited into an escrow
account to provide Amcom with limited rights to obtain payment for
claims made under the indemnity provisions of the Agreement.

The company also disclosed that on Jan. 18, 2008, Teltronics
Direct Inc., a subsidiary of the company closed acquisition of
substantially all of the assets of FMG Ventures LLC and JC
Ventures LLC under an Asset Purchase Agreement entered into by TDI
on Dec. 19, 2007.

The Sellers are local interconnect resellers and provide support
of small to medium size telephone switches in the Tampa to Naples,
Florida area.

Under the Agreement, TDI would acquire substantially all of the
assets of the Sellers in exchange for $200,000.00 in cash paid at
the Closing and possible future payments based on the net earnings
of TDI for a period of five (5) years.  The Agreement contemplates
that TDI would be initially owned eighty-five percent by the
company and seven and one-half percent by each of the two
principals of the Sellers.  TDI would employ the principals of the
Sellers on a salary and commission basis for a period of five (5)
years, subject to termination under certain conditions.

                      About Teltronics Inc.

Headquartered in Sarasota, Florida, Teltronics Inc. (OTC BB:
TELT) -- http://www.teltronics.com/-- is a global provider of  
communications solutions and services.  The company manufactures
telephone switching systems and software for small-to-large size
businesses and government facilities.


TELTRONICS INC: Sept. 30 Balance Sheet Upside-Down by $4.4 Million
------------------------------------------------------------------
Teltronics Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $18.4 million in total assets and $22.8 million in total
liabilities, resulting in a $4.4 million total stockholders'
deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $16.7 million in total current
assets available to pay $18.1 million in total current
liabilities.

The company reported net income of $310,000 for the third quarter
ended Sept. 30, 2007, as compared to net income of $495,000 for
the same period in 2006.  Net loss for the nine months ended
Sept. 30, 2007, was $2.26 million, as compared to a net income of
$690,000 for the same period in 2006.

Sales for the three months ended Sept. were $11.7 million, as
compared to $12.2 million reported for the same period in 2006.  
Sales for the nine months ended Sept. 30, 2007, were
$29.4 million, as compared to $34.0 million for the same period in
2006.  Gross profit margin for the three months ended Sept. 30,
2007, was 38.5% as compared to 40.0% for the same period in 2006.  
Gross profit margin for the nine months ended Sept. 30, 2007, was
37.4%, as compared to 40.7% for the same period in 2006.

Operating expenses for the three months ended Sept. 30, 2007, were
$3.8 million, as compared to $3.9 million for the same period in
2006.  Operating expenses for the nine months ended Sept. 30,
2007, were $11.6 million, as compared to $12.1 million for the
same period in 2006.

"During the third quarter we started to see some of the sales
timing issues of the first half turnaround," said Ewen Cameron,
Teltronics' president and chief executive officer.  "While this
trend is expected to continue in the fourth quarter, we believe
that some of our expected 2007 revenue will roll into 2008."

                 Liquidity and Capital Resources

In May 2007, the company entered into a new Revolving Credit Term
Loan and Security agreement under which the company established a
revolving credit facility with a maximum principal amount up to
$6,000,000 and received a five year term-loan with the maximum
principal amount of $5,842,000.  The obligations of the agreement
are secured by a first lien and security interest in all of the
company's assets.  The availability under this facility as of
Sept. 30, 2007, was $1,568,000.

As of Sept. 30, 2007, the company has cash and cash equivalents of
$896,000 as compared to $794,000 as of Dec. 31, 2006.

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?275e

                      About Teltronics Inc.

Headquartered in Sarasota, Florida, Teltronics Inc. (OTC BB:
TELT) -- http://www.teltronics.com/-- is a global provider of  
communications solutions and services.  The company manufactures
telephone switching systems and software for small-to-large size
businesses and government facilities.


TEMPUR-PEDIC: Earns $39.93 Million in Quarter Ended December 31
---------------------------------------------------------------
Tempur-Pedic International Inc. reported financial results for the
fourth quarter and year ended Dec. 31, 2007.

The company reported $39.93 million net income in quarter ended
Dec. 31, 2007, compared to $30.45 million net income for the same
period in the previous year.
    
The company reported net income of $141.5 million for the full
year 2007 as compared to $112.3 million in the full year 2006. Net
income results include stock-based compensation expense, which
increased 76% to $6.7 million in 2007 as compared to
$3.8 million in 2006.

In addition, net income results in 2007 reflect a one-time
favorable tax rate reduction related to the elimination of certain
valuation allowances for net operating loss carry forwards in two
foreign tax jurisdictions.

"Tempur- Pedic achieved outstanding results in 2007 and we are
pleased that we exceeded the goals we established at the beginning
of the year," H. Thomas Bryant, president and chief executive
officer commented.  "The company delivered growth across all
product lines both domestically and abroad.  In the retail
channel, we substantially improved account productivity while
expanding floor space."  

"We introduced several new products around the world, which have
been received very positively.  And, most important to our long
term objectives, we improved brand awareness, increased market
share and expanded capacity by opening the world's largest
mattress factory.  In addition, we maintained the profitability of
the business while absorbing the increased cost of starting up our
Albuquerque manufacturing facility.

"In the fourth quarter, despite a slowing macro environment,
Tempur-Pedic achieved double digit retail sales growth driven by
solid mattress sales growth. Gross profit margin trended to the
highest quarterly level of the year, although channel and product
mix modestly impacted it relative to our prior expectations.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $806.42 million, total liabilities of $758.29 million and total
shareholders' equity of $48.13 million.

                    Share Repurchase Program

During the fourth quarter of 2007, the company purchased
0.7 million shares of its common stock for a total cost of $19.9
million.  Under its existing share repurchase authorization, the
company has $280.1 million available for repurchase.

                       About Tempur-Pedic

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

                          *     *     *

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


TENNECO INC: Posts $72 Mil. Net Loss in Qtr. Ended December 31
--------------------------------------------------------------
Tenneco Inc. reported net loss of $72 million for fourth quarter
ended Dec. 31, 2007, versus net income of $15 million in fourth
quarter 2006.  The loss was due to charges taken in the fourth
quarter for actions that advance Tenneco's financial strategy.  

These include costs for refinancing a portion of the company's
debt, which will reduce interest expense, and non-cash tax charges
for realigning the European ownership structure, which more
effectively aligns the company's U.S. and European assets and
revenues with liabilities and expenses.  This action will reduce
cash taxes and accelerates the use of U.S. net operating losses.

For full-year 2007, the company reported a net loss of
$5 million, compared with net income of $49 million, in 2006.

"Tenneco delivered excellent results this quarter thanks to
technology-driven growth and our global geographic balance,
particularly in expanding markets like China and South America,"
Gregg Sherrill, chairman and CEO, Tenneco, said.  "A relentless
focus on working capital improvements drove strong cash
performance in the quarter.  Our execution on managing accounts
receivable and inventories helped convert earnings into strong
cash flow."

Cash generated by operations in the quarter was $200 million, up
significantly from $138 million a year ago.  The increase was
driven by higher earnings and working capital improvements. The
company generated $175 million in cash from working capital versus
$130 million a year ago.

"Our ability to generate cash flow in the quarter helped us to end
the year with a 45% increase in cash from operations, resulting in
nearly flat year-over-year net debt," Mr. Sherrill said.  "This
was particularly outstanding given that we made significant
investments throughout the year to fund our business growth with
higher spending on engineering, capital expenditures and an
emissions control technology acquisition."

At quarter-end, debt net of cash balances was $1.186 billion,
compared with $1.183 billion at the end of fourth quarter 2006.
Cash balances were $188 million versus $202 million the prior
year.  Total debt was $1.374 billion, versus $1.385 billion a year
ago.  At the end of the quarter, the ratio of debt net of cash
balances to adjusted annual EBITDA was 2.4x, down from 2.9x at the
end of fourth quarter 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of 3.59 billion, total liabilities of $3.19 billion and total
shareholders' equity of 0.4 billion.

                      About Tenneco Inc.

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

                          *     *     *

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


TOMMY THOMPSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tommy C. Thompson
        Linda Y. Thompson
        dba Thompson Clinic
        6071 River Oaks Cove
        Memphis, TN 38120

Bankruptcy Case No.: 08-20762

Chapter 11 Petition Date: January 24, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TERWIN MORTGAGE: High Delinquencies Cue S&P's Rating Downgrades
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class 1-M-1, 1-M-2, and 1-M-3 asset-backed certificates from
Terwin Mortgage Trust 2004-13 ALT to 'BBB' from 'AA+', to
'B' from 'A+', and to 'CCC' from 'BB', respectively.  At the same
time, S&P affirmed its ratings on the remaining nine classes from
this series.
     
The downgrades reflect the high delinquencies relative to the
available credit support in the deal.  Current credit support for
classes 1-M-1, 1-M-2, and 1-M-3 is 10.94%, 6.05%, and 3.49% of the
current pool balance, respectively, and future credit support is
projected to be significantly lower than the original credit
support for all three of these classes.  The amount of
overcollateralization (O/C) for this transaction is at
approximately 81% of its target.
     
As of the December 2007 remittance period, cumulative losses for
series 2004-13 ALT were 0.43% of the original pool balance, total
delinquencies were 7.13% of the current pool balance, and severe
delinquencies (90-plus days, foreclosures, and REOs) were 5.62% of
the current pool balance.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.     

A combination of subordination, excess spread, and O/C provide
primary credit support for this transaction.  The underlying
collateral for this deal consists primarily of Alternative-A,
adjustable- and fixed-rate mortgage loans secured by first liens
on residential properties.

                         Ratings Lowered

               Terwin Mortgage Trust 2004-13 ALT
                   Asset-backed certificates

                                    Rating
                                    ------
                Class          To          From
                -----          --          ----
                1-M-1          BBB         AA+
                1-M-2          B           A+
                1-M-3          CCC         BB

                        Ratings Affirmed

               Terwin Mortgage Trust 2004-13 ALT
                    Asset-backed certificates
  
      Series        Class                           Rating
      ------        -----                           ------
      2004-13ALT    1-A-2, 1-A-4, 2-PA-1, 2-P-X     AAA          
      2004-13ALT    2-B-1                           AA          
      2004-13ALT    2-B-2                           A
      2004-13ALT    2-B-3, 2-B-X                    BBB
      2004-13ALT    2-B-4                           B


TERWIN MORTGAGE: S&P Ratings on 62 Classes Tumble to 'D'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 62
classes from 47 series of residential mortgage-backed securities
backed by U.S. closed-end second-lien mortgage collateral to 'D'
from 'CCC'.  In addition, S&P downgraded class B-2 from Terwin
Mortgage Trust 2007-1SL to 'D' from 'B'.
     
The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete write-down of the overcollateralization (O/C) for these
deals.  Some of these transactions have already experienced
principal write-downs to other subordinate classes over the past
few months.   Consequently, the classes listed below experienced
principal write-downs during the December 2007 remittance period.
     
As of the December 2007 distribution period, cumulative realized
losses ranged from 5.33% (SACO I Trust 2004-2) to 26.55% (Long
Beach Mortgage Loan Trust series 2006-A) of the original principal
balance, and total delinquencies ranged from 7.77% (SACO I Trust
2004-2) to 34.39% (ACE Securities Corp. Home Equity Loan Trust
series 2006-SL2) of the current principal balance.  Seasoning for
these transactions ranges from 10 months (Terwin Mortgage Trust
series 2007-1SL) to 37 months (SACO I Trust series 2004-2), and
these transactions have outstanding pool factors ranging from
approximately 15% (SACO I Trust series 2004-2) to 78% (Terwin
Mortgage Trust series 2007-1SL).  If delinquencies continue to
translate into realized losses, S&P will likely take further
negative rating actions on these transactions.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral originally
consisted of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.
   
                         Ratings Lowered

            Ace Securities Corp. Home Equity Loan Trust

                                            Rating
                                            ------
            Series      Class             To     From
            ------      -----             --     ----
            2006-SL2    M-9A              D      CCC
            2006-SL3    B-1               D      CCC
            2006-SL4    M-10              D      CCC

                Bear Stearns Mortgage Funding Trust

                                           Rating
                                           ------

           Series      Class             To     From
           ------      -----             --     ----
           2006-SL2    M-5               D      CCC
           2006-SL3    M-6, B-1          D      CCC
           2006-SL4    M-6, B-1, B-2     D      CCC
           2006-SL5    B-2, B-3, B-4     D      CCC
           2006-SL6    B-3, B-4          D      CCC

                         C-BASS 2006-SL1

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-SL1    B-5               D      CCC

         CWABS Asset Backed Certificates Trust 2006-SPS1

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-SPS1   M-6               D      CCC
  
           First Franklin Mortgage Loan Trust 2006-FFB
         
                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-FFB    M9, B1            D      CCC

                  Fremont Home Loan Trust 2006-B

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-B      SL-M4             D      CCC

                  GSAA Home Equity Trust 2006-S1

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-S1     I-B-1             D      CCC

                            GSAMP Trust

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----

          2006-S3     M-2               D      CCC
          2006-S5     M-2               D      CCC

                   Home Equity Mortgage Trust

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----

          2005-3      B-2               D      CCC
          2005-4      B-2               D      CCC
          2005-5      M-9               D      CCC
          2006-2      1M-8              D      CCC
          2006-3      M-8               D      CCC
          2006-4      M-7               D      CCC
          2006-5      M-7               D      CCC

              Long Beach Mortgage Loan Trust 2006-A

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-A      M-2               D      CCC
  
     Merrill Lynch Mortgage Investors Series Trust 2006-SL2

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2006-SL2    B-1               D      CCC

               Morgan Stanley Mortgage Loan Trust

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2005-8SL    B-4               D      CCC
          2006-4SL    B-5               D      CCC

                          SACO I Trust

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2004-2      B-2               D      CCC
          2005-10     I-B-4             D      CCC
          2005-10     II-B-3            D      CCC
          2006-2      I-B-4             D      CCC
          2006-3      B-2               D      CCC
          2006-4      B-1               D      CCC
          2006-4      B-3               D      CCC
          2006-5      I-B-3             D      CCC
          2006-5      II-M-6            D      CCC
          2006-6      M-6               D      CCC
          2006-7      M-5               D      CCC
          2006-9      B-4               D      CCC
          2006-10     B-3               D      CCC

  Structured Asset Securities Corporation Mortgage Loan Trust
  
                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2005-S5     B-1               D      CCC
          2006-ARS1   M-6               D      CCC
          2006-S1     M-8               D      CCC

                      Terwin Mortgage Trust

                                          Rating
                                          ------
          Series      Class             To     From
          ------      -----             --     ----
          2005-11     II-B-4            D      CCC
          2006-1      II-B-3            D      CCC
          2006-6      II-B-1            D      CCC
          2006-8      I-B-3             D      CCC
          2006-8      I-B-4             D      CCC
          2006-8      II-B-2            D      CCC
          2006-8      II-B-3            D      CCC
          2006-4SL    B-3               D      CCC
          2006-10SL   B-2               D      CCC
          2006-12SL   B-1               D      CCC
          2007-1SL    B-2               D      B
          2007-1SL    B-3               D      CCC
          2007-1SL    B-4               D      CCC
          2007-1SL    B-5               D      CCC


TOWERS OF CHANNELSIDE: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: The Towers of Channelside, LLC
        204 East Terrace Drive
        Plant City, FL 33563

Bankruptcy Case No.: 08-00939

Type of Business: The Debtor operates the Towers of Channelside
                  condominiums overlooking Tampa Bay.
                  See http://www.towersatchannelside.com/

Chapter 11 Petition Date: January 25, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $100 Million to $500 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
CT Towers, LLC                            $6,222,945
Attn: Cindy Taylor
201 East Kennedy Boulevard, Suite 950
Tampa, FL 33602

Batson-Cook Co.                           $2,951,342
101 East Kennedy Boulevard, Suite 3100
Tampa, FL 33602

Kevin Brodsky                             $1,203,068
3907 Bayshore Boulevard
Tampa, FL 33606

Roberts Holdings, LLC                       $348,158
Attn: Paul & Julianne Roberts
4111 Imperial Eagle Drive
Valrico, FL 33594

J. Kevin & Dawn Campbell                    $336,610
114 West Bloomingdale Avenue
Brandon, FL 33511

JLK Enterprises, LLC                        $322,842
Attn: Kevin Pawlowski
2119 Climbing Ivy Drive
Tampa, FL 33618

John Landon                                 $134,373

Frank Ripa                                  $134,373

M. Alisandra McGuinness                      $60,503

IBA Consultants                               $7,765

Tampa Bay Business Journal                    $3,045

Audio Visions South                           $3,031

Curts Gaines Hall Jones Architects            $2,186

Gray Robinson                                 $1,435

Fast Signs                                    $1,396

Bay Area Disaster Kleenup                     $1,244

The McIntyre Law Firm                         $1,137

TEM Systems                                   $1,024

SE Construction Inspection Services             $750

The Real Estate Book                            $599


TOWNSEND CONSTRUCTION: Representatives Fail to Attend Meeting
-------------------------------------------------------------
None of Townsend Construction Inc.'s representatives appeared in
the U.S. Bankruptcy Court for the District of Arizona Friday last
week for a scheduled hearing, Joanna Dodder Nellans writes for The
Daily Courier.

According to Daily Courier, Friday's hearing was the first hearing
and meeting of creditors after the Debtor's case was converted
from chapter 11 reorganization to chapter 7 liquidation under the
U.S. Bankruptcy Code.

Creditors expressed disappointments toward the Debtor's no-show
and said that owner, Elise Townsend, ought to be attending and
giving priority to "Hurricane Townsend" rather than to Hurricane
Katrina victims, Daily Courier relates, citing Lenora Bennett
Nelson, president of Prescott-based Bennett Oil, member of the
Official Committee of Unsecured Creditors.

Meanwhile, newly appointed interim U.S. Trustee to the converted
case, William Pierce, told creditors to postpone the hearing and
the meeting because of the absence of the Debtor's representative,
Daily Courier says.

Creditors of the Debtor under its previously filed chapter 11
petition will have to refile their proofs of claims by April 24,
2008, and governments by June 15, 2008, Daily Courier notes,
citing court filings.

Last Thursday, Daily Courier reported that Townsend Construction
was scheduled to attend a hearing at 11:30 a.m., the following
day.

                    About Townsend Construction

Headquartered in Prescott, Arizona, Townsend Construction Inc. --
http://www.townsendhomes.com/-- is a semi-custom, custom home
builder.  Townsend Construction is owned by Elise Townsend, who
dropped out from an Arizona Senate Election in 2006 due to
suspicious business relations with Yavapai County Assessor Victor
Hambrick.  State and county officials have stated they are
investigating Ms. Townsend and Mr. Hambrick.

The company filed for chapter 11 protection on April 16, 2007
(Bankr. D. Ariz. Case No. 07-01693) in order to prevent major
lender Consolidated Mortgage LLC from selling Townsend's 1,120
vacant lots in southern Arizona.  At that time, Ms. Townsend
indicated she had no intention of selling off the company under
chapter 7 liquidation.  Mark J. Giunta, Esq., represents the
Debtor in its restructuring efforts.  As of May 1, 2007, the
Debtor had $31,079,840 in total assets and $34,911,845 in total
debts.

The Debtor's chapter 11 case was subsequently converted to chapter
7 liquidation.  The court has appointed William Pierce to be the
interim U.S. trustee in the converted case.


TRES PALACIOS: Moody's Assigns B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Tres Palacios Gas Storage, LLC and B1 ratings to its proposed
$100 million senior secured term loan, $285 million senior secured
construction loan and $50 million senior secured revolving loan.  
The outlook is stable.  The ratings are subject to a review of the
final executed documents.

Pete Speer, Moody's Vice-President/Senior Analyst commented, "The
B1 rating for Tres Palacios reflects the project's relatively
advanced planning and significant proportion of fixed contracted
costs, tempered by the inherent uncertainties of project execution
and the potential for customer contract cancellations due to
delays in achieving committed operational start dates."

With $107 million of first-in cash equity, $40 million projected
cash flow and approximately $390 million of senior secured bank
borrowings, TGPS will fund the conversion to natural gas storage
of three existing salt dome caverns located in Matagorda County,
Texas.  The first cavern is expected to commence operations in
July 2008, with the second cavern completed in April 2009 and the
third finished in April 2010.   The three caverns are expected to
have 36.5 Bcf of working gas capacity and are FERC permitted.  In
addition to other factors, the ratings rely on these items being
completed as a condition to closing of the bank facilities: all
interconnect agreements and 95% of right of way agreements
completed; $30 million of funded contingent equity; and the
finalization of a leasehold mortgage and lessor consents regarding
the critical long-term lease agreement for the land and
underground caverns.

The B1 CFR is supported by the extent of project design and
engineering that has been completed, the proportion of the
project's budgeted costs that are fixed, and the shorter time
period to commencement of operations relative to other natural gas
storage projects rated by Moody's.  TGPS has also obtained fee-
based contract commitments with predominantly investment grade
customers and will have nine interconnections with interstate and
intrastate pipelines providing access to its primary market in
Texas and also to major demand centers in the Northeast, Mid-
Atlantic, Midwest and Florida.  Importantly, the project entails
the conversion of existing salt dome caverns as opposed to the
creation of new caverns, which reduces the timing and cost risks
related to the creation of leaching plants, disposal wells and
other facilities necessary to conduct leaching activities.

However, Moody's notes that the reduced timing and cost
uncertainties gained from the conversion of existing caverns are
partially offset by the substantial long-term lease obligation for
the three caverns.  Other storage projects have directly incurred
the capital costs of land acquisition and cavern creation and
funded them with bank borrowings, whereas TGPS has funded these
costs through a lease obligation with the existing land and cavern
owner.  This lease obligation makes TGPS' capital structure and
collateral package more complex than other natural gas storage
projects rated by Moody's.  The independent engineering report
included observations regarding the size and proximity of the
three caverns to one another and to other third party caverns in
the Markham salt dome that result in higher base gas requirements
and additional operational complexities for TGPS.

The stable outlook is based on the project materially achieving
its timetable for commencing operations in the first cavern.   Any
significant delays in the start date for cavern one could result
in customers deferring the start dates for their contracted
services to the second quarter of 2009, which would meaningfully
reduce the initial cash flows generated by that cavern and could
result in a negative outlook.  If the project experiences
substantial delays in the project timing that result in customers
exercising their cancellation rights and/or significant cost
overruns, this could result in a negative outlook or ratings
downgrade.  A longer term risk to the rating is the potential for
overbuilding of natural gas storage which could outpace future
demand and result in lower rates and returns.


TRW AUTOMOTIVE: Earns $23 Million in Third Quarter Ended Sept. 28
-----------------------------------------------------------------
TRW Automotive Holdings Corp. reported net earnings of
$23.0 million for the third quarter ended Sept. 28, 2007, which
compares to net earnings of $5.0 million in the corresponding
period ended Sept. 29, 2006.

The company reported third-quarter 2007 sales of $3.5 billion, an
increase of $480.0 million or 16.0% over the prior year period.
The 2007 quarter benefited from higher customer vehicle production
in Europe and China, continued growth of safety products in all
markets (including a higher mix of lower margin modules) and the
positive effect of foreign currency translation.  These positive
factors were partially offset by price reductions provided to
customers.

"The growing market demand for our advanced active and passive
safety products is helping to drive our solid 2007 financial
performance," said John Plant, president and chief executive
officer.  "We have seen a 16.0 percent increase in total sales
related to electronic stability control, electric park brake,
electrically powered steering, tire pressure monitoring and side
and curtain airbag systems during the first nine months of the
year.  

"In addition to the success of these products, we continue to
derive significant benefits from the diversity of having nearly
70.0% of sales outside the challenging North American market,
aggressive cost reduction efforts and interest savings
attributable to our 2007 debt recapitalization."

Mr. Plant added, "Safety continues to be a major focus of
manufacturers and governments seeking to reduce driving related
injuries and fatalities, and of consumers who want their vehicles
equipped with technology that can help protect their families.  As
the global leader in safety with the most comprehensive portfolio
of products on the market, we are at the forefront of development
and are recognized as a solution provider, especially when it
comes to integrated products that encompass both active and
passive safety technologies."

Operating income for third-quarter 2007 was $95.0 million, which
compares favorably to $82.0 million in the prior year period.
Restructuring and asset impairment expenses in the 2007 period
were $13.0 million, which compares to $3.0 million in 2006.
Excluding these expenses from both periods, operating income was
$108.0 million in 2007, which represents an increase of 27.0%
compared to the 2006 adjusted result.  

The year-to-year increase was driven primarily by higher product
volumes and savings generated from cost improvement and efficiency
programs, including reductions in pension and OPEB related costs.  
These positive factors were in part offset by pricing provided to
customers and higher commodity costs.

Net interest and securitization expense for the third quarter of
2007 totaled $56.0 million, which compares to $62.0 million in the
prior year.  The year-to-year decline can be attributed to the
benefits derived from the company's 2007 debt recapitalization,
which was completed during the second quarter of this year.

Tax expense was $18.0 million in both 2007 and 2006.  The
effective tax rate in the 2007 quarter was 44.0%, which compares
favorably to 78.0% in the prior year primarily due to a change in
the company's geographical earnings mix.

Earnings before interest, securitization costs, loss on retirement
of debt (where applicable), taxes, depreciation and amortization,
or EBITDA, were $237.0 million in the third quarter, which
compares to the prior year level of $213.0 million.

                        Year-to-Date 2007

For the nine-month period ended Sept. 28, 2007, the company
reported sales of $10.8 billion, an increase of $944.0 million or
approximately 10.0% compared to prior year sales of $9.9 billion.
The 2007 period benefited primarily from higher product volumes
related to new product growth, robust industry sales in overseas
markets and the positive effect of foreign currency translation.
These positive factors were partially offset by the decline in
North American customer vehicle production and price reductions
provided to customers.

Year-to-date 2007 net earnings were $34.0 million, which compares
to $143.0 million in the 2006 period.  Net earnings excluding  
debt retirement costs from both periods were $189.0 million, which
compares to $200.0 million in 2006.  

EBITDA for the first nine months of 2007 was $890.0 million, which
is lower than the prior year level of $899.0 million, primarily
due to the lower level of operating income in the current year.

                        Capital Structure

The company completed its debt recapitalization plan during the
second quarter of 2007.  Transactions related to the plan included
the refinancing of the company's $2.5 billion credit facilities on
May 9, 2007.  Prior to this transaction, on March 26, 2007, the
company completed its $1.5 billion Senior Note offering and
repurchased substantially all of the existing $1.3 billion Notes
through a tender offer.  The company incurred debt retirement
charges of approximately $155.0 million during the year-to-date
period related to these transactions.

On Feb. 2, 2006, the company's wholly owned subsidiary, Lucas
Industries Limited, completed the tender for its outstanding GBP
94.6 million 10 7/8% bonds.  As a result of the transaction, the
company incurred a $57.0 million charge for loss on retirement of
debt.

As of Sept. 28, 2007, the company had $3.515 billion of debt and
$486.0 million of cash and marketable securities, resulting in net
debt of $3.029 billion.  This net debt outcome, excluding the
Receivable Facility repayment, is $144.0 million higher than the
balance at the end of the second quarter primarily due to the
seasonal cash outflow in the third quarter.

                          Balance Sheet

At Sept. 28, 2007, the company's consolidated balance sheet showed
$11.93 billion in total assets, $9.21 billion in total
liabilities, $128,000 in minority interests, and $2.59 billion in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?2764  

                       About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trw.com/-- ranks among the world's  
leading automotive suppliers.  The company, through its
subsidiaries, operates in 28 countries and employs approximately
63,800 people worldwide.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2008,
Moody's Investors Service affirmed the ratings of TRW Automotive
Inc.: Corporate Family Rating, Ba2; senior secured bank credit
facilities, Baa3; and senior unsecured notes, Ba3, but revised the
rating outlook to negative from stable.

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Fitch Ratings affirmed TRW Automotive Holdings Corp.'s BB Issuer
Default Rating.  It also affirmed TRW Automotive Inc.'s BB Issuer
Default Rating.  The Rating Outlook is Stable.


US AIRWAYS: Releases Fourth Quarter 2007 Financial Results
----------------------------------------------------------
US Airways Group, Inc., on Jan. 24, 2008, reported its fourth
quarter and 2007 results.  Highlights include:

     * The Company reported a full year 2007 net profit of $427
       million, or $4.52 per diluted share, which includes net
       special items of $13 million.  Excluding net special
       items, the Company reported a net profit of $440 million,
       or $4.65 per diluted share.

     * The Company reported a fourth quarter 2007 net loss of
       $79 million, or ($0.87) per share, which includes net
       special items of $37 million.  Excluding net special
       items, the Company reported a fourth quarter 2007 net
       loss of $42 million or ($0.45) per share.

     * For the full year, the Company accrued $49 million for
       its annual employee profit sharing program.

     * The Company had $3.0 billion in total cash and
       investments, of which $2.5 billion was unrestricted, on
       Dec. 31, 2007.

Net loss for the fourth quarter was $79 million, or ($0.87) per
share, compared to a net profit of $12 million, or $0.13 per
diluted share for the same period last year.  Excluding net
special items of $37 million, the Company reported a net loss of
$42 million, or ($0.45) per share for its fourth quarter 2007.  
This compares to a net profit excluding special items of
$86 million, or $0.91 per diluted share for the fourth quarter
of 2006, which included $74 million of net special items.

For the full year 2007, the Company reported a net profit of $427
million, or $4.52 per diluted share, which compares to a net
profit before cumulative effect of change in accounting principle
of $303 million, or $3.32 per diluted share for the full year
2006.  Excluding net special items of $13 million, the Company
reported a net profit of $440 million, or $4.65 per diluted share.  
This compares to a net profit excluding special items and before
cumulative effect of change in accounting principle of $507
million, or $5.47 per diluted share for the same period last year,
which included $204 million of net special items.  See the
accompanying notes in the Financial Tables section of this press
release for a reconciliation of Generally Accepted Accounting
Principles (GAAP) financial information to non-GAAP financial
information.

US Airways Group Chairman and CEO Doug Parker stated, "Our 2007
results represent another profitable year since our merger in 2005
and we couldn't be more proud of our 36,000 employees for their
outstanding efforts.  To recognize their hard work and dedication,
we will celebrate these results by distributing $49 million in
profit sharing to our team in early March.

"Our fourth quarter results were materially impacted by increases
in fuel prices.  Had our fuel price per gallon simply remained at
last year's fourth quarter levels, our 2007 fourth quarter fuel
expense would have been approximately $230 million lower.

"We were particularly pleased with the performance of our
operation in the fourth quarter.  Our team did an excellent job of
taking care of our customers during the peak holiday season under
difficult weather conditions.  As reported by the Department of
Transportation, US Airways was second among the Big Six airlines
in on-time performance for the month of November and we believe
our December results were even better relative to our peers.  Our
employees have done a phenomenal job of restoring US Airways'
operational integrity and we thank them for their outstanding
work.

"As we begin 2008, our industry appears to be headed for another
difficult period due to extremely high oil prices and a
potentially softening economy.  However, US Airways is well
prepared for such an environment.  We have a very strong balance
sheet and from an operating standpoint, we completed the major
integration milestones of obtaining a single operating certificate
and completed other systems integrations in 2007.  We enter 2008
with a team that is doing an excellent job of taking care of our
customers and aggressively managing our expenses.  We look forward
to continuing that trend during the year ahead," concluded Mr.
Parker.

                   Revenue and Cost Comparisons

Mainline passenger revenue per available seat mile (PRASM) in the
fourth quarter was 10.51 cents, up 3.9 percent over the same
period last year.  Express PRASM was 18.49 cents, up 5.2 percent
over the fourth quarter 2006.  Total mainline and Express PRASM
for US Airways Group was 11.83 cents, which was up 4.3 percent
over the fourth quarter 2006 on a 4.4 percent decline in total
available seat miles (ASMs).

Mainline cost per available seat mile (CASM) at US Airways Group
was 12.04 cents, up 9.7 percent versus the same period last year
on a decrease in mainline capacity of 4.6 percent versus the
fourth quarter of 2006.  Fuel was the largest driver of this
increase as average mainline fuel price per gallon increased
32.6%.  Excluding fuel, unrealized and realized gains/losses on
fuel hedging instruments, and net special items, mainline CASM was
8.09 cents, up 5.8 percent from the same period last year.

Chief Financial Officer Derek Kerr stated, "The increase in CASM
excluding fuel and special items was largely driven by a continued
reduction in capacity and the execution of our operational
improvement plan to enhance reliability.  That operational
improvement plan is working and we anticipate the increase in non-
fuel unit costs will be smaller beginning in the second quarter
and for the remainder of the year."

                            Liquidity

As of Dec. 31, 2007, the Company had $3.0 billion in total cash
and investments, of which $2.5 billion was unrestricted.

                   Fourth Quarter Special Items

During its fourth quarter, the Company recognized $37 million of
net special items.  Expenses for the quarter included a $99
million increase to long-term disability obligations for pilots as
a result of a change in the FAA mandated pilot retirement age from
60 to 65, $15 million of merger related transition expenses, a $10
million impairment loss on available for sale auction rate
securities considered to be other than temporary, and $5 million
related to the reduction of flying at the Pittsburgh hub.  These
expenses were offset by a $59 million non-cash credit for
unrealized net gains associated with the change in fair value of
the Company's outstanding fuel hedge contracts, a $17 million gain
recognized on the sale of stock in ARINC Incorporated, $7 million
in tax credits due to an IRS rule change allowing the Company to
recover tax amounts for the years 2003-2006 for certain fuel
usage, a $5 million pension curtailment gain related to the FAA
mandated retirement age change, and a $4 million non-cash benefit
for income taxes related to the reversal of non-cash tax provision
from the utilization of pre-acquisition NOL recorded through the
third quarter of 2007 due to the loss recorded in the fourth
quarter.

                  Other Notable Accomplishments

Operations

     * Completed biannual Department of Defense (DOD) audit
       required of all commercial carriers that provide
       transportation for military and DOD personnel.  The audit
       confirmed that US Airways meets or exceeds all
       requirements established in 12 operations and maintenance
       areas.

     * Implemented operational performance initiatives designed
       to improve reliability, convenience and appearance; as a
       result, the airline's fourth quarter on-time performance
       improved 3.4 points to 76.9 percent over the fourth
       quarter 2006.

     * Recalled 200 furloughed flight attendants.

Marketing

     * Announced the airline's first ever service to London's
       Heathrow Airport from Philadelphia, which is scheduled to
       start March 29, 2008.  The airline plans to operate the
       flights with US Airways' flagship international aircraft,
       the Airbus A330 with 29 Envoy and 259 economy seats.

     * Launched new, upgraded First Class menus on flights in
       the United States, Canada, Latin America and the
       Caribbean.  The new menus were developed based on
       feedback from US Airways frequent flyers and with
       significant input from the airline's flight attendants.  
       Entrees are based on classic American cuisine, featuring
       fresh, high-quality ingredients with an emphasis on
       healthier choices.

     * Added PayPal as a new payment method for customers
       purchasing tickets through http://www.usairways.com
       Customers may now choose from numerous payment options,
       including Pay Pal, credit card, debit card and Bill Me
       Later.

     * Became the first airline to implement Text Message
       technology that allows customers to receive on-demand
       flight status and enroll in the frequent flyer program
       via mobile phone or PDA.  Customers are able to check the
       status of their flight by simply texting their flight
       number to TEXTUS (839887).  Sending the word "join" to
       the same number allows a customer to instantly join the
       Dividend Miles program at any time.

     * Introduced upgraded buy on board in-flight meals and
       snacks with its In-Flight Cafe service.  The new menus
       feature a selection of fresh meals and a snack box that
       will change every two months to offer customers greater
       variety.

Finance

     * Agreed to terms to add seven Airbus A330-200s to the
       airline's widebody fleet. These additional aircraft
       augment an existing order for ten A330-200s, and will be
       used to support the airline's international growth plans.

             Analyst Conference Call/Webcast Details

US Airways conducted a live audio webcast of its earnings call
today on January 24, 2008.  An archive of the call/webcast is
available in the Public/Investor Relations portion of US Airways'
Web site at at http://www.usairways.comthrough  
Feb. 24, 2008.

The airline will also update its investor relations guidance on
its Web site (http://www.usairways.com) Information that could be  
updated includes cost per available seat mile (CASM) excluding
fuel and transition expenses, fuel prices and hedging positions,
other revenues, estimated interest expense/income and merger
related transition expense guidance.  The investor relations
update page also includes the airline's capacity, fleet plan, and
estimated capital spending for 2008.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                          *     *     *

US Airways Group Inc.'s $1.6 billion secured credit facility due
2014, currently being syndicated, carries Standard & Poor's
Ratings Services 'B' rating.  That rating was assigned in March
2007.


WACHOVIA AUTO: Fitch Puts 'BB-' Rating on $14.97MM Class E Trust
----------------------------------------------------------------
Fitch has rated Wachovia Auto Loan Owner Trust 2008-1, as:

  -- $107,000,000 3.9433% class A-1 'F1+';
  -- $30,000,000 4.04% class A-2a 'AAA';
  -- $174,000,000 Floating-Rate class A-2b 'AAA';
  -- $129,000,000 4.27% class A-3 'AAA';
  -- $60,000,000 4.59% class A-4 'AAA';
  -- $22,455,000 5.12% class B 'AA';
  -- $26,946,000 5.89% class C 'A';
  -- $34,431,000 7.60% class D 'BBB-';
  -- $14,970,000 9.05% class E 'BB-'.


WACHOVIA AUTO: S&P Assigns 'BB-' Rating on $14.97 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
Wachovia Auto Loan Owner Trust 2008-1's $598.8 million asset-
backed notes.     

The ratings reflect:

  -- The credit support provided by the 16.50%, 12.75%, 8.25%,
     and 2.50% subordination for the class A, B, C, and D
     notes, respectively;

  -- A nondeclining reserve fund of 0.50% of the initial pool
     balance; and

  -- The 0.00% overcollateralization building to 2.25% of the
     current pool balance, with a floor of 0.50% of the initial
     pool balance that is subject to step-down of 0.25% in
     months 30 and 36 if certain collateral performance tests
     are met.
     
The payment structure also features a reprioritization mechanism
under which subordinate interest can be used to cover senior
principal.
   
                         Ratings Assigned
              Wachovia Auto Loan Owner Trust 2008-1
   
         Class            Rating             Amount
         -----            ------             -------
         A-1              A-1+          $107,000,000
         A-2A             AAA            $30,000,000
         A-2B             AAA           $174,000,000
         A-3              AAA           $129,000,000
         A-4              AAA            $60,000,000
         B                AA             $22,455,000
         C                A              $26,946,000
         D                BBB            $34,431,000
         E                BB-            $14,970,000


WELLCARE HEALTH: CEO, CFO and General Counsel Resign from Posts
---------------------------------------------------------------
WellCare Health Plans Inc. disclosed in a press statement Friday
that three of its top executives have resigned from their
respective positions:

   1) Todd Farha, Chairman of the Board, Chief Executive
      Officer and President;

   2) Paul Behrens, Chief Financial Officer; and
  
   3) Thaddeus Bereday, General Counsel.  

Messrs. Farha, Behrens, and Bereday however agreed to assist in
an orderly transition to new management by remaining as non-
executive employees through March 31.  

The company has initiated a search for a new CFO and General
Counsel and expects to complete the process in an expeditious
manner.

                         New Appointments

Accordingly, the companys's Board of Directors has appointed
Charles G. Berg as Executive Chairman and Heath Schiesser as
President and Chief Executive Officer, effective immediately,
saying that it is in the best long-term interest of the company
to provide new leadership.

Mr. Berg, an experienced senior executive in the health insurance
industry who previously served as Chief Executive Officer of
Oxford Health Plans, has been appointed to the newly created
position of Executive Chairman and as a member of the Board of
Directors.  Mr. Schiesser, who previously served as the company's
Senior Vice President for marketing and sales from 2002 to 2006
and President of WellCare Prescription Insurance from 2005 to
2006, has been appointed as President and Chief Executive Officer
and as a member of the Board of Directors.

Director Ruben Jose King-Shaw, Jr., said, "The Board has
confidence in these new executives.  They will provide fresh
leadership to the company to help meet the challenges and
opportunities it faces.  The creation of the role of Executive
Chairman, along with the appointment of Heath Schiesser as
President and CEO, are important steps in that process."

Since January 2007, Mr. Berg, 50, has been a senior advisor
to Welsh, Carson, Anderson & Stowe, a private equity firm.  From
April 1998 to July 2004, Mr. Berg held various executive
positions with Oxford Health Plans Inc., which included Chief
Executive Officer from November 2002 to July 2004, President
and Chief Operating Officer from March 2001 to November 2002,
and Executive Vice President, Medical Delivery, from April 1998
to March 2001.  From July 2004 to September 2006, Mr. Berg
served as an executive of UnitedHealth Group.  Mr. Berg has
a J.D. from the Georgetown University Law Center and a B.A.
from Macalester College.

Mr. Schiesser, 40, originally joined WellCare in 2002 as Senior
Vice President of marketing and sales and focused most of his
effort on the growth of the company's Medicaid and Medicare
businesses.  As President of WellCare Prescription Insurance,
he led the company's successful national entry into Medicare
Prescription Drug Plans.  Since 2006, he has served as a
senior advisor focusing on WellCare's rapidly growing Medicare
products.  Prior to joining WellCare, Mr. Schiesser worked at
the management consulting firm of McKinsey & Company,
co-founded an online pharmacy for Express Scripts, and worked
in the development of new ventures.  A cum laude graduate of
Trinity University, Mr. Schiesser received his M.B.A. from
Harvard University.

Heath Schiesser stated, "I am excited about the opportunity
to work with WellCare's over 3,500 dedicated associates to
serve our key constituencies - the members who are our reason
for being, the talented providers with whom we partner in
serving our members, and the regulators who are the stewards
of the public's resources and trust."

Charles Berg added, "While this is a challenging time for
WellCare and all of its constituents, I am enthusiastic about
the opportunity to join WellCare to help resolve issues from
the past while at the same time focusing on the growth and
development of the company.  WellCare has outstanding employees,
valuable government partners, and a proven record of service
to members."

                              Probe

October last year, federal and state agencies conducted a search
of the company's headquarters in Tampa, Florida.  WellCare
continues to cooperate with the U.S. Justice Department, the
Florida Attorney General's office, and the other agencies
involved in the investigation.  At the time of the search, the
U.S. Attorney stated, "The ongoing investigation does not
directly concern, nor should it have any impact upon, the
delivery of any healthcare service to any person."

The company believes that to date the investigations are
principally focused on the relationships of the company's Florida
health plans with the company's behavioral health subsidiary,
Harmony Behavioral Health, including the calculation by the
Florida plans of a behavioral health refund to the Florida
Medicaid agency and on the inter-company relationships between
the company's various health plans and other wholly owned
subsidiaries.

The company has not been advised, however, of the full scope of
the government's investigation, and the company does not know
whether the investigations may expand to other areas or the
extent to which such investigations might lead to fines,
penalties, operating restrictions or impacts on the company's
historical financial statements.

In addition, the company has received requests for information
from the Securities and Exchange Commission.  The company is
also responding to subpoenas issued by the State of Connecticut
Attorney General's Office involving transactions between the
company and its affiliated companies and their potential impact
on the costs of Connecticut's Medicaid program.

A special committee of the company's Board of Directors is
continuing its independent investigation into matters raised as
part of the ongoing government investigations.  While the
special committee has provided a preliminary report with
recommendations to the Board, the company is unable to
predict how long the special committee's investigation will take
or when it will complete its work.

                     Delayed Financial Results

The company has not filed its Form 10-Q for the quarter
ended Sept. 30, 2007.  Given the pending investigations, the
company anticipates that it will not be in a position to file
its Form 10-K for the fiscal year ending Dec. 31, 2007, on a
timely basis, and may not be in a position to file one or
more of its Forms 10-Q for the quarters in 2008 on a timely
basis.  If the company does not file its 2007 form 10-K within
the filing deadline, it would be subject to the NYSE's late
filing procedures as they pertain to annual reports.

               About WellCare Health Plans Inc.

Headquartered in Tampa, Florida, WellCare Health Plans Inc. (NYSE:
WCG) -- http://www.wellcare.com/-- provides managed care services  
exclusively for government-sponsored healthcare programs, focusing
on Medicaid and Medicare.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2008,
Standard & Poor's Ratings Services said that its 'BB-'
counterparty credit rating on WellCare Health Plans Inc.  
remains on CreditWatch with negative implications.


* Chadbourne & Parke Expands London Office for Staff Additions
--------------------------------------------------------------
The international law firm of Chadbourne & Parke is expanding its
London offices, adding over 1,000 square meters or 10,800 square
feet to its Regis House location on King William Street.

The expansion will enable Chadbourne & Parke to grow its practice
at its current office, providing space for additional attorneys
and support staff.

"London is the key to our European presence," Charles K. O'Neill,
Chadbourne managing partner, said.  "This additional space enables
us to have the room we will need in the immediate term as we
continue expanding our presence with lateral hires."

Chadbourne's London operation has enjoyed steady growth and
activity in recent months.  In December, it disclosed that three
partners from the London firm of Berwin Leighton Paisner -- Jon
Nash, Sohail Barkatali and Agnieszka Klich -- were joining the
project finance practice as a team, with a focus on Middle East
and Africa transactions.

In the last quarter of 2007, the office's English law team played
a key role in four M&A deals in six weeks, involving transactions
in Russia and Ukraine.  The deals involved: Bank Hapoalim's
acquisition of 76% of Ukraine Innovation Bank; Marfin Popular
Bank's acquisition of a 50.04% stake in Russia's RosPromBank; the
owners of a chain of Ukrainian cosmetic shops on the investment by
a private equity group in that business; and Bank of Cyprus in the
acquisition of 95% of the share capital of Ukrainian bank
AvtoZAZBank.

The architectural firm of Christian Garnett Partners is overseeing
the project, which will give Chadbourne a third floor in the
building.  London office managing partner Claude Serfilippi said
Chadbourne had used Christian Garnett Partners before and it was a
natural decision to use it again on the latest office project.

In 1998, Christian Garnett Partners designed the fit out of the
firm's current London offices on two other floors of Regis House.  
The current work is due to be completed in May.

                About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- provides a full range of legal  
services, including mergers and acquisitions, securities, project
finance, private funds, corporate finance, energy, communications
and technology, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The firm has offices in
New York, Washington, DC, Los Angeles, Houston, London, Moscow,
St. Petersburg, Warsaw, Kyiv,
Almaty, Dubai and Beijing.


* Chapman and Cutler Appoints Co-Chairmen of Public Finance
-----------------------------------------------------------
Chapman and Cutler LLP has named partners Timothy V. McGree and M.
John Trofa as co-chairs of the firm's Public Finance Department.  
Their appointment comes as Chapman was again ranked the Number 1
tax-exempt bond counsel in the US by total deal volume, according
to the 2007 public finance league tables published by Thomson
Financial.

This marked the 27th straight year that Chapman led all US law
firms in advising state and local government entities in their
issuance of tax-exempt securities.  Chapman's 613 deal total
surpassed the next closest issuers' counsel by nearly
170 financings.

Messrs. Trofa and McGree are taking over the public finance
practice from longtime chair Daniel Johnson, who was named
Chapman's chief operating partner.  The decision to appoint joint
leaders was intentional:

   i) Mr. Trofa will focus on servicing and expanding the
      firm's representations nationally, including western and
      southwestern states where Chapman has increased its
      presence in recent years;

  ii) Mr. McGree will direct the firm's active engagements
      across the Midwest, where Chapman has historically been
      one of the most prominent US public finance law firms
      since its founding in 1913.

In addition to its heavy concentration in Illinois, Chapman worked
on tax-exempt financings this past year in Utah, Texas, Colorado,
Oklahoma, California, Wisconsin, Arizona, Massachusetts, Iowa,
Washington, Georgia, Florida and numerous other states.

Mr. McGree began his career at Chapman in 1973, concentrating on
municipal finance for state and local governments across the
Midwest.  He serves as bond counsel to hundreds of municipalities
throughout Illinois and has represented investment banking firms
as underwriter's counsel.  His
experience includes work on derivative products, including swaps,
forward bond purchase agreements, and various investment products.

Mr. McGree is a recognized authority on Illinois joint action
agencies, particularly with various types of revenue bond
financings.  He has also provided significant contribution to
several legislative acts, including being the chief draftsman for
a blue ribbon panel that authored the Local Government Debt Reform
Act for Illinois.

Mr. Trofa has built a robust finance practice representing
providers of municipal reinvestment products as well as mortgage
and other asset-backed finance and tax-exempt derivative products,
nationally.  He has worked extensively with housing finance
agencies, helping them securitize tax-exempt financings, including
single family and multifamily bond financings, and on multifamily
tax credit financings. He joined Chapman in 1981.

"Chapman has a long-established preeminence in public finance and
we're confident that John and Tim will continue our unbroken
success streak as the nation's most active tax-exempt bond
counsel," said Richard Cosgrove, Chapman's chief executive
partner.  "The co-chair arrangement will allow us to maintain our
strong presence in the Midwest, while expanding our relationships
with issuers around the country, not only in the western region
where we've done multiple deals, but in the northeast and southern
US, where our experience helping municipalities can be of
tremendous value for structuring the best financings possible. In
the meantime, we want to thank Dan Johnson for having so ably led
the group for ten years and for helping direct its recent national
growth beyond our traditional Midwest stronghold."

"We take over a well-run practice group with a talented team of
attorneys and a longstanding history in public finance,"
Mr. McGree commented.  "Chapman's roots in this area are deep and
are likely traced to the early proliferation of local government
bodies in Illinois stemming from the original settlers of the
Northwest Territory that in later years spawned numerous
independent school districts, water districts, park districts,
townships and other public entities with the ability to issue
bonds."

Chapman attorneys working on public finance matters number nearly
80 and represent state governments and agencies, cities, counties
and incorporated villages and townships, well as school districts,
special purpose districts and non-profit corporations and
authorities.  In 2007, the firm represented tax-exempt issuers in
offerings for water and sewage plants, schools, hospitals,
housing, utilities, public infrastructure and public uses.

"We expect the number of new issues to remain relatively steady as
there is a constant need for money to fund infrastructure
improvements across the whole spectrum of sectors," Mr. Trofa
said.  "Healthcare saw the third largest increase in proceeds
volume among categories in 2007 according to Thomson and we
anticipate hospitals and medical facilities to be highly active in
the funding market in 2008."

"We are also watching with interest the federal legislation that
is pending in congress that would allow state and local housing
agencies to issue bonds to help alleviate the mortgage crisis
affecting homeowners with subprime mortgages," Mr. Trofa stated.  
"We see opportunities in this category as well."

                 About Chapman and Cutler LLP

Since its founding in 1913, Chapman and Cutler LLP -
http://www.chapman.com/-- has focused on finance.  The firm has  
experience in project finance, banking, bankruptcy and financial
litigation, corporate finance and securities, public finance and
tax.  To complement that focus, the firm maintains a substantial
corporate practice representing business entities in
administrative and regulatory matters, commercial litigation,
divestitures, employee benefits, environment, energy and
resources, governmental relations, intellectual property, joint
ventures, and mergers and acquisitions.  The firm also provides
trust and estate planning services for high net worth individuals.
For more, go to.


* Jay Reisinger & Thomas Farrell Joins Dreier LLP as Partners
-------------------------------------------------------------
Sports attorneys Jay K. Reisinger and Thomas J. Farrell have
joined Dreier LLP's sports practice as partners along with Valerie
Antonette, who has joined as an associate.  The group, all from
Reich Alexander Reisinger & Farrell LLC, will be based in
Pittsburgh, where Dreier LLP has opened an office.

Mr. Reisinger represents professional athletes in salary
arbitration proceedings, contract analysis and league imposed
disciplinary actions.  Additionally, he represents both
professional and amateur athletes in criminal and civil litigation
matters.

Mr. Reisinger also represents coaches in contract negotiations. He
and Mr. Farrell are advising Major League Baseball players
targeted in Senator George Mitchell's investigation into
performance-enhancing substances.  Presently, they are
representing New York Yankees' pitcher Andy Pettitte in the
related upcoming Congressional hearings.  Mr. Reisinger and Mr.
Farrell advised Sammy Sosa during the 2005 Congressional hearings
on steroid use in Major League Baseball.

Mr. Reisinger is certified as an agent by the Major League
Baseball Players Association and is a member of the Sports Lawyers
Association.

Mr. Farrell, who has a long and varied career as a private and
government lawyer, including as an Assistant U.S. Attorney in the
Western District of Pennsylvania, focuses on white-collar criminal
defense.  He lectures and writes on criminal practice, civil
liberties and evidence.

Ms. Antonette focuses on criminal defense and sports law, where
her practice includes the representation of professional athletes
in salary arbitration proceedings, contract analysis and grievance
proceedings.

"We are proud to welcome Jay, Tom and Valerie to Dreier LLP. Their
expertise will play a key role in our representation of
professional athletes across the country," Marc S. Dreier, founder
and managing partner of Dreier LLP.  "Their skill and knowledge in
sports law complements our strength in representing high profile
entertainers in the full spectrum of legal matters.  We will now
be able to offer the same full range of services for professional
sports figures."

Besides representing athletes in matters directly related to
sports, Dreier LLP also focuses on assisting them in selecting and
dealing with other needed professionals, including accountants,
agents, financial advisors, public relations firms, insurance
agencies and the like - all with a view to providing comprehensive
counseling.

"With its entrepreneurial structure, Dreier LLP offers an exciting
opportunity to provide sports figures not only with the highest
levels of representation in matters directly related to their
professions, but also in helping them to develop and protect their
presence outside of sports," Mr. Reisinger stated.

The Dreier LLP Sports Law Department includes noted attorneys
Thomas M. Reich, who serves as of counsel to the firm and has long
represented some of the most famous professional athletes in
baseball and hockey, and Don E. N. Gibson, who is a partner at the
firm and previously served as General Counsel to Major League
Baseball Properties Inc.

Mr. Reisinger served as outside counsel to Reich's Pittsburgh-
based firm Reich, Katz & Landis Baseball Group and also provided
legal services to Thomas M. Reich & Associates, whose clients
included NHL stars Mario Lemieux, Chris Chelios, Tom Barrasso,
Kevin Stevens, Luc Robataille and many other National Hockey
League players.

                        Jay K. Reisinger

Mr. Reisinger's practice focuses on sports law and criminal
defense.  His sports law practice includes representation of
professional athletes in salary arbitration proceedings, contract
analysis, disciplinary matters and criminal and civil litigation
issues.  He represents both players and agents in
grievance/arbitration proceedings.  Mr. Reisinger also represents
NCAA coaches in contract negotiations.  

He also represents amateur athletes in NCAA and high school
eligibility matters.  His criminal practice ranges from pre-
indictment investigations and negotiations and the representation
of witnesses and victims, to white-collar matters such as fraud,
and tax evasion. Mr. Reisinger formerly served as outside counsel
to the Reich, Katz & Landis Baseball Group, and has also provided
legal services to Thomas M. Reich & Associates, whose clients
included NHL stars Mario Lemieux, Chris Chelios, Tom Barrasso,
Kevin Stevens, Luc Robataille and many other National Hockey
League players.

He is a member of the Sports Lawyers Association, the Pennsylvania
Bar Association's Sports and Entertainment Law Committee, and is a
certified player agent with the Major League Baseball Players
Association. He received a B.A. from Allegheny College in 1991 and
a J.D. from Ohio Northern University School of Law in 1996, where
he was a member of the Order of the Barristers.

                       Thomas J. Farrell

Mr. Farrell's practice focuses on criminal defense, ranging from
pre-indictment investigations and negotiations and the
representation of witnesses and victims, to trials, appeals and
post-conviction petitions; from white collar matters such as
health care fraud, tax evasion, complex securities frauds, and
environmental crimes, to capital murder.  

He has extensive experience in civil rights litigation, commercial
fraud litigation, corporate compliance and internal investigations
and the prosecution of whistleblower claims.  Mr. Farrell
previously served as an Assistant U.S. Attorney in Pittsburgh,
where he was awarded the Director's Award from the Executive
Offices of United States Attorneys for his work in prosecuting
financial crimes and public corruption.  

He also served as an Assistant Federal Public Defender in the
Eastern District of New York.  Mr. Farrell frequently lectures and
writes on criminal practice, civil liberties, and evidence. He is
the author of Criminal Defense Tools and Techniques, which will be
published in 2008 by James Publishing (San Francisco, CA).  Mr.
Farrell is a member of the Attorney Selection Committee for
Criminal Justice Act Attorneys for the U.S. District Court for the
Western District of Pennsylvania and of the Board of the
Pittsburgh ACLU and a hearing officer for the Pennsylvania
Disciplinary Board.

He received a B.A., cum laude, in Philosophy from Yale University
in 1983 and a J.D. from New York University School of Law in 1986,
where he was elected to the Order of the Coif.

                      Valerie M. Antonette

Ms. Antonette's practice focuses on criminal defense and sports  
law.  Her sports law practice includes representation of
professional athletes in salary arbitration proceedings, contract
analysis and grievance proceedings.  Ms. Antonette received a
B.A., magna cum laude, from Mesa State College in 2001 and a J.D.
from Duquesne University School of Law in 2004, where she was a
member of the Order of Barristers and a member of the National
Trial Moot Court Team.

                        About Dreier LLP

Dreier LLP was founded in 1996 by Marc Dreier.  Dreier LLP
represents a wide range of institutional, entrepreneurial and
individual clients in diverse sectors of financial, industrial and
service-oriented markets.  The firm's principal practices are
commercial litigation, real estate, bankruptcy and corporate
reorganization, employment, corporate and securities,
entertainment, intellectual property, matrimonial and tax.
Dreier LLP's Los Angeles affiliate, Dreier Stein Kahan Browne
Woods & George LLP, has its principal practice in entertainment
and commercial litigation and corporate transactions. The firm's
New York affiliate Schlesinger Gannon & Lazetera LLP has an
extensive practice in the area of trusts and estates law. Pitta &
Dreier LLP is an affiliate which specializes in labor law, and
Pitta, Bishop, Del Giorno & Dreier LLP specializes in government
relations.  In the 12 years since its founding, Dreier LLP, with
its affiliate members, has grown to more than 200 attorneys, with
its principal office at 499 Park Avenue in Manhattan, and
additional offices in Los Angeles and Santa Monica, California;
Albany, New York; Stamford, Connecticut; and Pittsburgh,
Pennsylvania.


* Montgomery Brings In Joseph O'Neil to Aid Bankruptcy Practice
---------------------------------------------------------------
Joseph O'Neil Jr., Esq. has joined Montgomery, McCracken, Walker &
Rhoads, LLP as counsel and member of the firm's bankruptcy and
reorganization practice.

Mr. O'Neil counsels clients on restructuring and workouts,
bankruptcy, creditors' rights, collections and asset recovery,
representing secured and unsecured creditors, lessors, creditors
committees, trustees, and debtors, with expertise in the
financing/leasing industries.  With national bankruptcy and
creditor's rights experience, his practice with major firms in the
New York, New Jersey and Wilmington, Delaware, areas applies
directly to the firm's commitment to representing clients in a
variety of markets facing challenging financial matters.

"We've seen a significant increase in opportunities for
restructuring counsel in the commercial sector this year and we
expect those opportunities to increase in the years ahead," said
Steve Madva, chairman of the Montgomery McCracken.  "As we
continue to counsel clients facing bankruptcy and reorganization
matters on a national scale, we are committed to hiring the
market's most talented individuals -- bringing on Joe's niche
expertise is tangible evidence of that commitment."

Most recently a partner with a large international law firm,
O'Neil has represented many institutional clients, including
equipment financiers and lessors, asset-based lenders, commercial
factors and indenture trustees in commercial and other creditor-
oriented litigation in state, bankruptcy and federal courts
throughout the country.  His experience spans all phases of
reorganization and liquidation proceedings.  O'Neil was also
seconded by a top ten Fortune 500 company to manage its distressed
debt portfolios, and after successfully concluding this client
project, he returned to private practice.

"With the growing pressures facing financial and commercial
institutions, including the subprime and credit crisis, we are
committed to strengthening this area of practice," said chair of
Montgomery McCracken's Bankruptcy and Reorganization practice,
Natalie Ramsey.  "Joe's extensive experience in matters
representing institutional lenders and lessors in restructuring
matters, both in and outside of bankruptcy, will be a significant
asset to the success and growth of our Bankruptcy and
Reorganization practice."

O'Neil graduated with a B.A. degree from Rutgers College at
Rutgers University, and he earned his J.D. degree from the Seton
Hall University School of Law.  Over the course of his career, he
has authored numerous articles relating to commercial
restructuring and bankruptcy for a number of high-profile legal
publications.  O'Neil is admitted to practice in New Jersey and
New York as well as the District of New Jersey, the Southern and
Eastern Districts of New York and the Eastern District of
Michigan.  He will be based in Montgomery McCracken's Philadelphia
office.

                    About Montgomery McCracken

Founded more than 90 years ago and based in downtown Philadelphia,
Montgomery, McCracken, Walker & Rhoads, LLP --
http://www.mmwr.com/-- is a full-service law firm.  Its scope and  
depth of practice have expanded to meet the growing demands of its
clients.  With satellite offices in Wilmington, Delaware, Cherry
Hill, New Jersey, and Berwyn and West Chester, Pennsylvania, the
firm enjoys a strong regional presence and has an established
national practice.  Its clients range from closely-held business
enterprises to multi-national Fortune 500 companies.

Montgomery McCracken serves clients in traditional areas of
practice such as litigation, corporate, class action defense, mass
tort claims, government investigations and white collar crime,
products liability, tax, estate planning, and labor and employment
law.  The firm also serves clients in intellectual property,
e-commerce, computer and information technology, real estate and
land use and zoning, environmental, health care law,
pharmaceutical, bankruptcy/reorganization, employee benefits,
nonprofit, and financial investment matters.


* Homeowners Cry Foul on Fidelity National's Hidden Legal Charges
-----------------------------------------------------------------
Homeowners took action against Fidelity National Information
Services Inc. for indirectly plunging homeowners to bankruptcy
through shady fees and hidden charges, the Associated Press
reports.

The homeowners took issue with Fidelity's default management
services division which handles foreclosures among mortgage
companies.  According to the AP, the January 16 lawsuit asserts,
among other things:

   a) that Fidelity National, through partnerships with legal
      counsel and mortgage companies, charge hidden fees to
      mortgage prices;

   b) fees, particularly that of Fidelity's legal counsel, soar to
      a maximum of 50 percent during Chapter 13 bankruptcies; and

   c) the extra fees gained at a bankruptcy filing are then
      "kicked back" to Fidelity under a mutual agreement.  
      Fidelity hushes on hidden fees as a "matter of systematic
      policy."

The company and its default management division are, according to
the lawsuit, middlemen who "sell the legal business of their
mortgage-servicing customers, and secretly control and direct
counsel who appear on behalf of those mortgage-servicer
customers," the AP quotes the lawsuit.

However, Fidelity spokeswoman Michelle Kersch told the AP that the
action is "without merit, and appears to be an attempt to profit
from the current wave of anti-lender sentiment created by the
increase in subprime mortgage foreclosures."  She implied to AP
that Fidelity is even looking forward to argue their case in
court.

                     About Fidelity National

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. (NYSE:FIS) -- http://www.fidelityinfoservices.com/
-- is a leading provider of core processing for financial
institutions, card issuer and transaction processing, and mortgage
processing services, and related information products and
outsourcing.  FIS maintains a strong global presence, serving more
than 9,000 financial institutions in more than 80 countries
worldwide.  Part of the S&P 500(R), FIS has also been named the
number one overall financial technology provider in the world by
American Banker and the research firm Financial Insight in the
FinTech 100(R) rankings.


* Washington State Bankruptcy Filings Ups 33%
---------------------------------------------
The Government said that the State of Washington experienced a
33% increase of bankruptcy filings compared last year, Puget Sound
Business Journal reports.

In 2007, the state recorded at least 11,234 bankruptcy filings
compared with 8,459 in 2006, It says.

Washington Western bankruptcy court, Puget Sound relates, listed
some 324 business-related bankruptcy filings in 2007, compared
with 282 in 2006.

Among the 94 United States bankruptcy courts, Puget Sound adds
Western Washington ranks in the top 15 in terms of total filings.


* BOND PRICING: For the Week of Jan. 21 - Jan. 25, 2008
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Albertson's Inc                       6.520%  04/10/28     74
Albertson's Inc                       6.530%  04/10/28     74
Albertson's Inc                       6.560%  07/26/27     75
Albertson's Inc                       6.570%  02/23/28     74
Albertson's Inc                       6.630%  06/02/28     75
Aleris Intl Inc                      10.0005  12/15/16     70
Alesco Financial                      7.625%  05/15/27     69
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     69
Alltel Corp                           7.875%  07/01/32     68
Ambac Inc                             6.150%  02/15/37     75
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     69
AMD                                   6.000%  05/01/15     69
AMD                                   6.000%  05/01/15     67
Amer & Forgn Pwr                      5.000%  03/01/30     59
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     71
Americredit Corp                      2.125%  09/15/13     63
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     54
Ames True Temper                     10.000%  07/15/12     55
Antigenics                            5.250%  02/01/25     62
Arvinmeritor Inc                      4.000%  02/15/27     71
Arvinmeritor Inc                      4.000%  02/15/27     72
Ashton Woods USA                      9.500%  10/01/15     50
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12      8
Atlantic Coast                        6.000%  02/15/34      2
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Bankunited Cap                        3.125%  03/01/34     63
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.500%  12/15/24     59
Bearingpoint Inc                      2.750%  12/15/24     57
Beazer Homes USA                      4.625%  06/15/24     70
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     71
Beazer Homes USA                      8.125%  06/15/16     74
Bon-Ton Stores                       10.250%  03/15/14     73
Borden Inc                            7.875%  02/15/23     69
Bowater Inc                           6.500%  06/15/13     73
Bowater Inc                           9.375%  12/15/21     72
Broder Bros Co                       11.250%  10/15/10     72
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14     31
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     17
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Cell Genesys Inc                      3.125%  11/01/11     74
Central Tractor                      10.625%  04/01/07      0
Charming Shoppes                      1.125%  05/11/14     71
Charter Comm Inc                      6.500%  10/01/27     59
Charter Comm Hld                     10.000%  05/15/11     73
CIH                                   9.920%  04/01/14     59
CIH                                  10.000%  05/15/14     59
CIH                                  11.125%  01/15/14     60
CIT Group Inc                         6.100%  03/15/67     73
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     53
Clear Channel                         4.900%  05/15/15     74
Clear Channel                         5.500%  09/15/14     73
Clear Channel                         5.500%  12/15/16     69
Clear Channel                         7.250%  10/15/27     73
CMP Susquehanna                       9.875%  05/15/14     71
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     46
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     74
Constar Intl                         11.000%  12/01/12     75
Cooper-Standard                       8.375%  12/15/14     74
Countrywide Cap                       8.050%  06/15/27     55
Countrywide Finl                      4.500%  06/15/10     72
Countrywide Finl                      5.250%  05/11/20     72
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     73
Countrywide Finl                      5.800%  06/07/12     72
Countrywide Finl                      5.800%  01/27/31     73
Countrywide Finl                      6.000%  03/16/26     73
Countrywide Finl                      6.000%  11/14/35     74
Countrywide Finl                      6.000%  12/14/35     73
Countrywide Finl                      6.000%  02/08/36     73
Countrywide Finl                      6.250%  05/15/16     57
Countrywide Home                      4.000%  03/22/11     72
Countrywide Home                      4.125%  09/15/09     72
Countrywide Home                      5.625%  07/15/09     75
Countrywide Home                      6.000%  05/16/23     74
Countrywide Home                      6.000%  07/23/29     74
Crown Cork & Seal                     8.125%  06/15/16     73
Custom Food Prod                      8.000%  02/01/07      0
Dana Corp                             5.850%  01/15/15     72
Dana Corp                             6.500%  03/15/08     70
Dana Corp                             6.500%  03/01/09     69
Dana Corp                             7.000%  03/15/28     72
Dana Corp                             7.000%  03/01/29     72
Dana Corp                             9.000%  08/15/11     67
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     61
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197   11/15/33     35
Delphi Corp                           6.500%  08/15/13     59
Delphi Corp                           8.250%  10/15/33     38
Dura Operating                        8.625%  04/15/12     10
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     73
E*trade Finl                          7.8755  12/01/15     72
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     50
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     75
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      7
Finova Group                          7.500%  11/15/09     16
Finlay Fine Jwly                      8.375%  06/01/12     56
First Data Corp                       4.850%  10/01/14     71
Ford Motor Cred                       5.650%  01/21/14     73
Ford Motor Cred                       5.750%  01/21/14     72
Ford Motor Cred                       5.750%  02/20/14     73
Ford Motor Cred                       5.750%  02/20/14     71
Ford Motor Cred                       5.900%  02/20/14     74
Ford Motor Cred                       6.000%  03/20/14     72
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     70
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     70
Ford Motor Cred                       6.000%  01/20/15     69
Ford Motor Cred                       6.000%  02/20/15     72
Ford Motor Cred                       6.050%  02/20/14     73
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     70
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     70
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     71
Ford Motor Cred                       6.150%  12/22/14     71
Ford Motor Cred                       6.200%  04/21/14     73
Ford Motor Cred                       6.200%  03/20/15     72
Ford Motor Cred                       6.250%  04/21/14     73
Ford Motor Cred                       6.250%  01/20/15     70
Ford Motor Cred                       6.250%  03/20/15     74
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     74
Ford Motor Cred                       6.500%  03/20/15     73
Ford Motor Cred                       6.650%  06/20/14     75
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     73
Ford Motor Cred                       6.850%  05/20/14     74
Ford Motor Cred                       7.250%  07/20/17     74
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.500%  08/20/32     72
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     72
Ford Motor Co                         6.625%  02/15/28     65
Ford Motor Co                         6.625%  10/01/28     66
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     73
Ford Motor Co                         7.500%  08/01/26     70
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     68
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     73
Frontier Airline                      5.000%  12/15/25     73
General Motors                        6.750%  05/01/28     65
General Motors                        7.375%  05/23/48     65
General Motors                        7.400%  09/01/25     71
General Motors                        8.100%  06/15/24     73
Georgia Gulf Crp                     10.750%  10/15/16     75
GMAC                                  5.250%  01/15/14     69
GMAC                                  5.350%  01/15/14     71
GMAC                                  5.700%  06/15/13     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.700%  12/15/13     70
GMAC                                  5.750%  01/15/14     71
GMAC                                  5.850%  05/15/13     75
GMAC                                  5.850%  06/15/13     75
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.900%  12/15/13     72
GMAC                                  5.900%  01/15/19     63
GMAC                                  5.900%  01/15/19     68
GMAC                                  5.900%  02/15/19     61
GMAC                                  5.900%  10/15/19     60
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     65
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     61
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     62
GMAC                                  6.000%  04/15/19     64
GMAC                                  6.000%  09/15/19     64
GMAC                                  6.000%  09/15/19     60
GMAC                                  6.050%  08/15/19     61
GMAC                                  6.050%  08/15/19     60
GMAC                                  6.050%  10/15/19     61
GMAC                                  6.100%  09/15/19     61
GMAC                                  6.125%  10/15/19     61
GMAC                                  6.150%  12/15/13     74
GMAC                                  6.150%  08/15/19     63
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     75
GMAC                                  6.200%  04/15/19     64
GMAC                                  6.250%  07/15/19     73
GMAC                                  6.250%  12/15/18     68
GMAC                                  6.250%  01/15/19     65
GMAC                                  6.250%  04/15/19     62
GMAC                                  6.250%  05/15/19     65
GMAC                                  6.250%  07/15/19     62
GMAC                                  6.300%  10/15/13     74
GMAC                                  6.300%  08/15/19     64
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.350%  04/15/19     65
GMAC                                  6.350%  07/15/19     64
GMAC                                  6.350%  07/15/19     63
GMAC                                  6.400%  12/15/18     63
GMAC                                  6.400%  11/15/19     64
GMAC                                  6.400%  11/15/19     65
GMAC                                  6.500%  06/15/18     64
GMAC                                  6.500%  11/15/19     68
GMAC                                  6.500%  12/15/19     66
GMAC                                  6.500%  12/15/18     69
GMAC                                  6.500%  05/15/19     69
GMAC                                  6.500%  01/15/20     65
GMAC                                  6.500%  02/15/20     64
GMAC                                  6.550%  12/15/19     65
GMAC                                  6.600%  08/15/16     70
GMAC                                  6.600%  05/15/18     67
GMAC                                  6.600%  06/15/19     66
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.650%  06/15/18     66
GMAC                                  6.650%  10/15/18     67
GMAC                                  6.650%  10/15/18     71
GMAC                                  6.650%  02/15/20     64
GMAC                                  6.700%  05/15/14     75
GMAC                                  6.700%  05/15/14     73
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  11/15/18     66
GMAC                                  6.700%  06/15/19     66
GMAC                                  6.700%  12/15/19     66
GMAC                                  6.750%  07/15/16     70
GMAC                                  6.750%  08/15/16     71
GMAC                                  6.750%  09/15/16     71
GMAC                                  6.750%  06/15/17     73
GMAC                                  6.750%  03/15/18     66
GMAC                                  6.750%  07/15/18     68
GMAC                                  6.750%  09/15/18     66
GMAC                                  6.750%  10/15/18     66
GMAC                                  6.750%  11/15/18     68
GMAC                                  6.750%  05/15/19     69
GMAC                                  6.750%  05/15/19     67
GMAC                                  6.750%  06/15/19     70
GMAC                                  6.750%  06/15/19     67
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     65
GMAC                                  6.800%  10/15/18     66
GMAC                                  6.850%  05/15/18     75
GMAC                                  6.875%  08/15/16     70
GMAC                                  6.875%  07/15/18     69
GMAC                                  6.900%  06/15/17     69
GMAC                                  6.900%  07/15/18     71
GMAC                                  6.900%  08/15/18     72
GMAC                                  6.950%  06/15/17     73
GMAC                                  7.000%  06/15/17     68
GMAC                                  7.000%  07/15/17     69
GMAC                                  7.000%  02/15/18     66
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  03/15/18     70
GMAC                                  7.000%  05/15/18     72
GMAC                                  7.000%  08/15/18     69
GMAC                                  7.000%  09/15/18     70
GMAC                                  7.000%  02/15/21     65
GMAC                                  7.000%  09/15/21     67
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     66
GMAC                                  7.000%  11/15/23     69
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     67
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     69
GMAC                                  7.050%  03/15/18     70
GMAC                                  7.050%  04/15/18     69
GMAC                                  7.125%  10/15/17     71
GMAC                                  7.150%  09/15/18     68
GMAC                                  7.150%  01/15/25     67
GMAC                                  7.150%  03/15/25     70
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.250%  09/15/17     74
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  01/15/18     73
GMAC                                  7.250%  04/15/18     70
GMAC                                  7.250%  04/15/18     72
GMAC                                  7.250%  08/15/18     71
GMAC                                  7.250%  09/15/18     70
GMAC                                  7.250%  01/15/25     68
GMAC                                  7.250%  02/15/25     70
GMAC                                  7.250%  03/15/25     68
GMAC                                  7.300%  12/15/17     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.375%  11/15/16     74
GMAC                                  7.375%  04/15/18     70
GMAC                                  7.400%  12/15/17     71
GMAC                                  7.500%  11/15/16     75
GMAC                                  7.500%  08/15/17     72
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     74
GMAC                                  7.750%  10/15/17     74
GMAC                                  8.000%  10/15/17     75
GMAC                                  8.000%  11/15/17     74
Greenbrier Cos                        2.375%  05/15/26     66
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     73
Harrahs Oper Co                       5.750%  10/01/17     69
Harrahs Oper Co                       6.500%  06/01/16     74
Headwaters Inc                        2.500%  02/01/14     74
Headwaters Inc                        2.500%  02/01/14     73
Hercules Inc                          6.500%  06/30/29     74
Herbst Gaming                         7.000%  11/15/14     59
Herbst Gaming                         8.125%  06/01/12     64
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     74
Hines Nurseries                      10.250%  10/01/11     75
HNG Internorth                        9.625%  03/15/06     19
Huntington Natl                       5.375%  02/28/19     74
Ikon Office                           6.750%  12/01/25     74
Interdent Svc                        10.750%  12/15/11     70
Ion Media                            11.000%  07/31/13     55
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      2
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.250%  01/15/15     68
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     68
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.000%  04/01/12     71
K Hovnanian Entr                      8.625%  01/15/17     72
K Hovnanian Entr                      8.875%  04/01/12     57
K Mart Funding                        8.800%  07/01/10      9
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      4
Keystone Auto Op                      9.750%  11/01/13     65
Kimball Hill Inc                     10.500%  12/15/12     32
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
Knight Ridder                         4.625%  11/01/14     75
Knight Ridder                         5.750%  09/01/17     73
Knight Ridder                         6.875%  03/15/29     69
Kulicke & Soffa                       0.875%  06/01/12     72
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Lennar Corp                           5.500%  09/01/14     75
Lennar Corp                           5.6005  05/31/15     75
Lennar Corp                           6.500%  04/15/16     75
Liberty Media                         3.250%  03/15/31     74
Liberty Media                         3.750%  02/15/30     57
Liberty Media                         4.000%  11/15/29     63
Lifecare Holding                      9.250%  08/15/13     65
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     72
Majestic Star                         9.750%  01/15/11     69
Masonite Corp                        11.000%  04/06/15     74
MBIA Inc                              5.700%  12/01/34     66
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaNews Group                       6.375%  04/01/14     62
Meritage Corp                         7.000%  05/01/14     72
Meritage Homes                        6.250%  03/15/15     69
Metaldyne Corp                       11.000%  06/15/12     60
Micron Tech                           1.875%  06/01/14     74
Millenium Amer                        7.625%  11/15/26     75
Morris Publish                        7.000%  08/01/13     72
Movie Gallery                        11.000%  05/01/12     29
Mrs Fileds                            9.000%  03/15/11     74
Muzak LLC                             9.875%  03/15/09     53
Natl Steel Corp                       8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     54
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     41
New Plan Realty                       7.680%  11/02/26     41
North Atl Trading                     9.250%  03/01/12     71
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     58
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     69
Oakwood Homes                         8.125%  03/01/19      0
Ocwen Financial                       3.250%  08/01/24     72
Omnicare Inc                          3.250%  12/15/35     73
Oscient Pharma                        3.500%  04/15/11     44
Outback Steakhse                     10.0005  06/15/15     66
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
Phar-Mor Inc                         11.720%  12/31/49      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     72
Pope & Talbot                         8.375%  06/01/13     17
Pope & Talbot                         8.375%  06/01/13     19
Portola Packagin                      8.250%  02/01/12     74
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     67
Primus Telecom                        3.750%  09/15/10     59
Primus Telecom                        8.000%  01/15/14     55
Propex Fabrics                       10.000%  12/01/12     40
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Pulte Homes Inc                       6.000%  02/15/35     74
Pulte Homes Inc                       6.375%  05/15/33     75
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Rait Financial                        6.875%  04/15/27     65
Rayovac Corp                          8.500%  10/01/13     65
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     75
Realogy Corp                         12.375%  04/15/15     61
Restaurant Co                        10.000%  10/01/13     71
Residential Cap                       6.000%  02/22/11     61
Residentail Cap                       6.375%  06/30/10     66
Residential Cap                       6.500%  06/01/12     63
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     60
RF Micro Devices                      1.000%  04/15/14     71
RF Micro Devices                      1.000%  04/15/09      1
Rite Aid Corp.                        6.875%  08/15/13     70
Rite Aid Corp.                        7.700%  02/15/27     67
RJ Tower Corp.                       12.000%  06/01/13      4
S3 Inc                                5.750%  10/01/03      0
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     72
Six Flags Inc                         4.500%  05/15/15     71
Six Flags Inc                         9.625%  06/01/14     74
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     61
SLM Corp                              5.000%  06/15/19     73
SLM Corp                              5.000%  06/15/19     71
SLM Corp                              5.000%  09/15/20     68
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     65
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  12/15/28     61
SLM Corp                              5.350%  06/15/28     69
SLM Corp                              5.400%  03/15/23     66
SLM Corp                              5.400%  03/15/28     70
SLM Corp                              5.400%  06/15/30     67
SLM Corp                              5.450%  06/15/28     72
SLM Corp                              5.450%  06/15/28     64
SLM Corp                              5.500%  03/15/19     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     66
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  03/15/30     66
SLM Corp                              5.500%  06/15/30     65
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     64
SLM Corp                              5.500%  12/15/30     69
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.550%  06/15/28     72
SLM Corp                              5.550%  03/15/29     74
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     63
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  06/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     68
SLM Corp                              5.625%  01/25/25     71
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     63
SLM Corp                              5.650%  03/15/29     75
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     71
SLM Corp                              5.650%  12/15/29     67
SLM Corp                              5.650%  12/15/29     68
SLM Corp                              5.650%  03/15/30     66
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.650%  03/15/32     71
SLM Corp                              5.700%  03/15/29     64
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     65
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     66
SLM Corp                              5.700%  03/15/32     72
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     67
SLM Corp                              5.750%  06/15/29     71
SLM Corp                              5.750%  09/15/29     67
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     66
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.800%  12/15/29     70
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     68
SLM Corp                              5.850%  09/15/29     72
SLM Corp                              5.850%  09/15/29     67
SLM Corp                              5.850%  12/15/31     70
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     73
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     70
SLM Corp                              6.000%  12/15/28     75
SLM Corp                              6.000%  03/15/29     70
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  12/15/31     61
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.050%  12/15/26     72
SLM Corp                              6.050%  12/15/31     72
SLM Corp                              6.100%  09/15/31     75
SLM Corp                              6.100%  12/15/31     69
SLM Corp                              6.150%  09/15/29     71
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     69
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.250%  09/15/29     73
SLM Corp                              6.300%  09/15/31     74
SLM Corp                              6.350%  06/15/31     74
SLM Corp                              6.400%  09/15/31     72
SLM Corp                              6.450%  09/15/31     70
SLM Corp                              6.500%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     50
Spansion Llc                          2.250%  06/15/16     53
Special Devises                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     73
Standard Pac Corp                     6.000%  10/01/12     61
Standard Pac corp                     6.250%  04/01/14     65
Standard Pacific                      6.500%  08/15/10     67
Standard Pac Corp                     6.875%  05/15/11     67
Standard Pacific                      7.000%  08/15/15     66
Standard Pac corp                     7.750%  03/15/13     66
Standard Pacific                      9.250%  04/15/12     46
Stanley-Martin                        9.750%  08/15/15     65
Station Casinos                       6.500%  02/01/14     74
Station Casinos                       6.625%  03/15/18     69
Station Casinos                       6.875%  03/01/16     72
Tech Olympic                          8.250%  04/01/11     42
Tekni-Plex Inc                       12.750%  06/15/10     69
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     56
Times Mirror Co                       7.250%  03/01/13     69
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     59
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      8
Tousa Inc                             9.000%  07/01/10     43
Tousa Inc                             9.000%  07/01/10     42
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     71
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            4.875%  08/15/10     68
Tribune Co                            5.250%  08/15/15     56
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     61
Trump Entertnmnt                      8.5005  06/01/15     71
TXU Corp                              6.500%  11/15/24     73
TXU Corp                              6.550%  11/15/34     72
Unifi Inc                            11.500%  05/15/14     74
United Air Lines                      9.210%  01/21/17      0
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.300%  07/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     61
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     64
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     74
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     59
Washington Mutual Pfd                 6.895%  06/29/49     60
WCI Communities                       4.000%  08/05/23     70
WCI Communities                       6.625%  03/15/15     50
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     56
Werner Holdings                      10.000%  11/15/07      0
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     59
William Lyon                          7.625%  12/15/12     62
William Lyon                         10.750%  04/01/13     61
Wimar Op LLC/Fin                      9.625%  12/15/14     62
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     71
Ziff Davis Media                      12.000%  08/12/09     22

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Philline P.
Reluya, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***