TCR_Public/080207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 7, 2008, Vol. 12, No. 32

                             Headlines

1501 FM: Case Summary & Largest Unsecured Creditor
AAR CORP: S&P Assigns BB Rating on Proposed $175 Mil. Senior Notes
ACTIVE ENDEAVORS: Involuntary Chapter 11 Case Summary
AIR EXPERTS: Case Summary & Six Largest Unsecured Creditors
ALISA MORSE: Case Summary & Four Largest Unsecured Creditors

AMERICAN AXLE: Net Loss Slides to $25MM in Qtr. Ended December 31
AMERICAN HOME: Presents Revised Procedures for the Loans Sale
AMERICAN HOME: Obtains Court Nod to Reject Two PS Texas Contracts
AMERICAN HOME: US Trustee Balks Deloitte & Touche as Tax Experts
AMERICAN LAFRANCE: SEC 341 Meeting of Creditors Set for March 3

AMERICAN LAFRANCE: Asks Court to Set March 28 as Claims Bar Date
AMERIGAS PARTNERS: Earns $54.3 Million in First Qtr. Ended Dec. 31
AMERICAN RAILCAR: Carl Icahn Acquires 9.% Stake in Greenbrier Cos.
ANTHONY LINSEY: Case Summary & 11 Largest Unsecured Creditors
BAYONNE MEDICAL: Buyer-IJKG Pays $2.5MM to Settle Medicare Issues

BARNERT HOSPITAL: Creditors' Committee, et al., Balk at Asset Sale
BEAR STEARNS: S&P Chips Ratings of Two Classes on Weak Performance
BELIEVERS BIBLE: Case Summary & Eight Largest Unsecured Creditors
BELO CORP: S&P Chips Rating on $33 Mil. Certs. to 'BB' From 'BB+'
BLUE FROG: Files for Chapter 7 Bankruptcy to Liquidate Assets

BMB ENTERPRISES: Case Summary & Two Largest Unsecured Creditors
BOSTON HILL: Case Summary & 20 Largest Unsecured Creditors
BROOKSIDE TECH: Posts $1.4 Million Net Loss in 2007 Third Quarter
BRUCE STRICKLAND: Case Summary & Largest Unsecured Creditor
CAPRI CONDOMINIUMS: Voluntary Chapter 11 Case Summary

CA-TEL TELECOM: Case Summary & 20 Largest Unsecured Creditors
CENTRAL ILLINOIS: Owes $5 Million to Investors of Incomplete Plant
CGP INC: Case Summary & 16 Largest Unsecured Creditors
CHARMING SHOPPES: Discloses Initiatives to Streamline Operations
CHARMING SHOPPES: Shuts 150 Stores Following Restructuring Program

CHARMING SHOPPES: Restructuring Won't Affect S&P's 'BB-' Rating
CHATTEM INC: Earns $59.7 Million in Fiscal Year Ended Nov. 30
C&H PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
CHURCH ON THE MOVE: Voluntary Chapter 11 Case Summary
COLLIN DWAYNE: Voluntary Chapter 11 Case Summary

COLONIA SANTA RITA: Case Summary & 20 Largest Unsecured Creditors
COMPLETE RETREATS: To Close 61 Chapter 11 Cases
CROWN HOLDINGS: Earns $343 Million in 2007 Fourth Quarter
DANKA BUSINESS: Dec. 31 Balance Sheet Upside Down by $354.2 Mil.
DAVID WALKER: Case Summary & 19 Largest Unsecured Creditors

DOMAIN HOME: Great American Presents $5.2MM Bid; Auction Today
EASTMAN KODAK: Earns $92 Million in 2007 Fourth Quarter
EL RIO PROFESSIONAL: Case Summary & 12 Largest Unsecured Creditors
ENERGY FUTURE: CEO Confirms Support of The Carbon Principles
ENVIRONMENTAL TECTONICS: PNC Waives Covenant Default Until May 31

FIRST MAGNUS: Wells Fargo Funding to Block Plan Confirmation
FITCH INVESTMENT: Case Summary & Five Largest Unsecured Creditors
FOLEY SQUARE: Moody's to Review Ratings Due to Weak Credit Quality
FORD MOTOR: Toyota & Ford Unaffected by Plastech's Bankruptcy
FOREST CITY: Expands Bank Credit Facility to $750 Million

FORTUNOFF: Asks Court Approval to Hire Skadden Arps as Counsel
FREMONT GENERAL: Moves Headquarters from Santa Monica to Brea
FREMONT GENERAL: S&P Junks Long-term Counterparty Credit Rating
GAINEY CORP: Moody's Junks Rating on High Default Probability
GEORGIA SOD: Voluntary Chapter 11 Case Summary

GLOBAL MOTORSPORT: Gets Initial OK to Access Styx's DIP Facility
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
GMAC LLC: Financial Unit Posts $724MM Net Loss in Fourth Qtr.
GMAC LLC: Moody's Downgrades Senior Unsecured Rating to 'B1'
H.A.Z 4: Case Summary & 20 Largest Unsecured Creditors

HORIZON LINES: Earns $10.7 Million in 4th Qtr. Ended December 31
INTERSTATE LOGISTICS: Case Summary & 20 Largest Unsec. Creditors
JENNIFER WEST: Voluntary Chapter 11 Case Summary
JENNIFER WHALEN: Case Summary & 16 Largest Unsecured Creditors
KEITH CHANDLER: Voluntary Chapter 11 Case Summary

KINETIC CONCEPTS: Earns $66.5 Million in 2007 Fourth Quarter
LAKELAND COMMERCIAL: Voluntary Chapter 11 Case Summary
LARRY GORIS: Case Summary & 18 Largest Unsecured Creditors
LINEAR TECH: Dec. 30 Balance Sheet Upside-Down by $564.4 Million
LIONEL LLC: Asks Court's Ok to Buy 50% Interest in Creative Trains

LOUIS JEAN-LOUIS: Case Summary & Largest Unsecured Creditor
MACY'S INC: Division Consolidation Cues Elimination of 2,550 Jobs
MARK TAYLOR: Voluntary Chapter 11 Case Summary
MEDIANEWS GROUP: Names Michael Tully as Publisher of Two Groups
MEDIANEWS GROUP: Publishing Executive George Riggs Resigns

MERIDIAN GLOBAL: Voluntary Chapter 11 Case Summary
METALS USA: Earnings Up to $7.6 Mil. in Quarter Ended Dec. 31
MINH THAI TRAN: Case Summary & Eight Largest Unsecured Creditors
MONITOR OIL: Judge Glenn Denys Ad Hoc Committee's Dismiss Plea
MORGAN STANLEY: S&P Assigns Preliminary Low-B Ratings on Certs.

MOUNT AIRY: S&P Puts 'B' Corporate Rating on Negative Watch
MOVIE GALLERY: Judge Tice Okays 1st Amended Disclosure Statement
MYSTIC POINT: S&P Junks Ratings on Six CDO Tranches
NORTH FOREST: S&P Downgrades Issuer Credit Rating to BB From BBB-
PEOPLE'S CHOICE: Wants Until March 31 to File Chapter 11 Plan

PLASTECH ENGINEERED: Wants to Obtain $38 Million of DIP Financing
PLASTECH ENGINEERED: Toyota & Ford Unaffected By Chapter 11 Filing
PONTIAC MICHIGAN: Fitch Cuts Bond Ratings to 'CCC', 'BB-'
PRADA DEVELOPMENT: Case Summary & Nine Largest Unsecured Creditors
PRIME MORTGAGE: Files Ch. 7 Petition; Creditors to Meet on March 3

PROTECTED VEHICLES: Case Summary & 20 Largest Unsecured Creditors
QUAKER FABRIC: Can't File Plan Without Committee Consent
QUAKER FABRIC: Gets Go Signal to Sell Brazilian Unit for $100,000
QUEBECOR WORLD: Printing Union Seeks Discussion of Financial Woes
QUEBECOR WORLD: BP Canada Wants to End Gas Supply to U.S. Plants

QUEBECOR WORLD: Can File Schedules and Statements Until March 5
REDDY ICE: S&P Confirms B+ Rating After GSO Merger Termination
RESIDENTIAL CAPITAL: Moody's Downgrades Senior Debt Rating to 'B2'
RESERVE ESTATES: Case Summary & 15 Largest Unsecured Creditors
RIDGEWAY COURT: Moody's Junks Notes Ratings on Poor Credit Quality

ROBERT THOMAS: Voluntary Chapter 11 Case Summary
ROCK SOLID: Case Summary & Seven Largest Unsecured Creditors
RUTLAND RATED: Moody's Junks Ratings on Two Note Classes
SACO I TRUST: Moody's Junks Rating on Class B-2 Certs.
SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary

SALANDER-O'REILLY: Protocol Proposed to Identify Art Works Owners
SALOMAN BROTHERS: Case Summary & Five Largest Unsecured Creditors
S AND A: Case Summary & Largest Unsecured Creditor
SAND TECH: Oct. 31 Balance Sheet Upside-Down by CDN$1.2M
SAXON ASSET: Moody's Cuts and Reviews Ratings on Certificates

SAYBROOK POINT: Moody's Downgrades Three Classes of Senior Notes
SEAGATE TECH: Board of Directors Approves $2.5BB Share Repurchase
SEAGATE TECHNOLOGY: S&P's BB+ Rating Unmoved by Share Repurchase
SECURE COMPUTING: S&P Lifts Rating on $110 Mil. Facility to 'BB'
SECURITIZED ASSET: Moody's Lowers and Reviews Ratings on 10 Certs.

SILHOUETTE CLOTHING: Case Summary & 20 Largest Unsecured Creditors
SOUNDVIEW HOME: Moody's Cuts Ratings on 2001, 2005 Certificates
SPECIALTY UNDERWRITING: Moody's Junks Rating on Class B-3 Certs.
STRUCTURED ADJUSTABLE: Moody's Pares Rating on Class M5 to 'B3'
STRUCTURED ASSET: Fitch Adjusts Ratings Basing on Loan Performance

TEMBEC INC: Furnishes Updates on Proposed Recapitalization
TOUSA INC: Court Sets Feb. 28 Final Hearing on $650MM DIP Loan
TOUSA INC: Amends Value of Assets and Debts as of September 30
TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel
TOUSA INC: Taps Kurtzman Carson as Notice and Claims Agent

TUESDAY MORNING: Earnings Slide to $20M in Qtr. Ended December 31
UAL CORP: Earns $403 Million in Year Ended Dec. 31, 2007
UAL CORP: Resells Previously Issued 4.50% Senior Notes Due 2021
U.S. CENTRAL: S&P Cuts Ratings to AA+ Over Risk Exposures of MBS
U.S. CENTRAL: Responds to S&P's Negative Rating Action

VENTAS INC: S&P Upgrades 'BB+' Corporate Credit Rating
VICORP RESTAURANTS: Piper Jaffray to Aid Restructuring Deal Review
VICORP RESTAURANTS: Moody's Junks Ratings on Possible Shakeup
V & OUT: Case Summary & 18 Largest Unsecured Creditors
WALDEN III: Voluntary Chapter 11 Case Summary

WESTSHORE EXECUTIVE: Case Summary & Largest Unsecured Creditor
YRC WORLDWIDE: Moody's Maintains 'Ba1' Corporate Family Rating

* Fitch To Update RMBS Modeling Assumptions on Continued Pressure
* Fitch Cuts Ratings on 26 Tranches of CLOs, Retains Neg. Watch
* S&P Slashes Ratings on 26 Tranches From Four Cash Flows and CDOs
* S&P Says Bond Insurer Downgrades to Significantly Affect Banks

* U.S. Trustee Executive Office Appoints Four Trustees
* Harold Kaplan and Mark Hebbeln Join Foley & Lardner

* Jeffrey Lacker at Federal Reserve Says Mild Recession is Likely
* Fed Finds Domestic and Foreign Banks Tighten Lending Standards
* Be Cautious in Equity Markets This Spring, CIBC World Warns
* U.S. Consumer Bankruptcy Filings Increase 30% in January

*Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

1501 FM: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: 1501 F.M. 1960 East Bypass, L.P.
        1 Diamond M. Drive
        Humble, TX 77346

Bankruptcy Case No.: 08-30652

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtors' Counsel: Ronald J. Sommers, Esq.
                  Nathan Sommers Jacobs
                  2800 Post Oak Boulevard, 61st Floor
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax: (713) 892-4800
                  http://www.nathansommers.com/

Total Assets: $3,300,000

Total Debts:  $3,275,322

The Debtor's Largest Unsecured Creditor:

   Entity                                            Claim Amount
   ------                                            ------------
   Reliant Energy Retail                             $23,176
   Services, LLC
   P.O. Box 650475
   Dallas, TX 75265-0475


AAR CORP: S&P Assigns BB Rating on Proposed $175 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to AAR
Corp.'s proposed $175 million of convertible senior unsecured
notes to be issued in two equal tranches: $87.5 million notes due
2014 and $87.5 million notes due 2016.  At the same time, S&P
affirmed its ratings, including the 'BB' corporate credit rating,
on the company.  The outlook is stable.
     
The notes are offered under Rule 144A with registration rights.   
Proceeds of the notes are expected to be used to repay about
$125 million of borrowings under the company's revolving credit
facility and for other purposes.
      
"The ratings on AAR reflect the risks associated with its primary
market, the highly cyclical and competitive airline industry, and
increasing financing requirements to support growth initiatives,"
said Standard & Poor's credit analyst Roman Szuper.  "These
factors are offset in part by AAR's established business position,
currently generally favorable market conditions, and an overall
appropriate financial profile."
     
The commercial aviation market should remain fairly strong in
2008, although global flying hours are likely to increase at a
lower rate than in recent years because of a slower economy.  
This, coupled with the expanding jetliner fleet in service and
outsourcing trends, should continue to benefit AAR's aftermarket
parts and services operations, despite high oil prices that
constrained gains at many airlines.  

In addition, the company's extensive cost-reductions, strength in
its defense-related manufacturing and logistics business (about
30% of revenues, mostly in the U.S.), a diversified customer base,
and an expansion of operations in Asia and Europe have helped AAR
rebound from its weak financial performance during the industry
downturn in 2001-2003.  As a result, operating margins and return
on capital have increased, but both remain relatively modest, at
about 12%.  Although S&P expects further revenue and earnings
gains, the highly competitive operating environment could limit
profitability improvement.  Moreover, cash generation has been
limited by the growth of the business in the past two years.     

Wood Dale, Illinois-based AAR is a major independent provider of
aviation support services, operating in four groups: the aviation
supply chain (45%-50% of revenues); maintenance, repair, and
overhaul (20%-25%); structures and systems (about 25%); and
aircraft sales and leasing (about 5%). North America is the
company's largest market, accounting for 70%-75% of sales.        

Generally favorable conditions in the airline and defense
industries and expected further gains in AAR's profitability
should support the company's growth initiatives and allow it to
maintain a financial profile consistent with the rating.  If there
is a material improvement in financial performance, S&P could
revise the outlook to positive.  An outlook revision to negative
is a less likely scenario, but S&P would consider this action if
renewed problems in the airline industry cause the company's
revenue and earnings growth to stall.


ACTIVE ENDEAVORS: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Active Endeavors LLC
                901 Church Street
                Evanston, IL 60202

Case Number: 08-02469

Involuntary Petition Date: February 4, 2008

Court: Northern District of Illinois (Chicago)

Petitioners' Counsel: Catherine L. Steege, Esq.
                      Jenner & Block LLP
                      One IBM Plaza
                      Chicago, IL 60611
                      Tel: (312) 222-9350
                      Fax: (312) 527-0484

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Robert Davis                   Promissory Note          $736,200
1830 Southeast Street
Andrews Drive
Portland, OR 97202

Mark Knepper                   Promissory Note          $100,000
1615 Judson
Evanston, IL 60201

Andrew Dickerson               Promissory Note          $100,000
2215 Forestview
Evanston, IL 60201


AIR EXPERTS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Air Experts, Inc.
        211-A Jacob Drive
        Morehead City, NC 28557

Bankruptcy Case No.: 08-00732

Type of Business: The Debtor offers air conditioning services.

Chapter 11 Petition Date: February 4, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: David J. Haidt, Esq.
                  Ayers, Haidt & Trabucco, P.A.
                  P.O. Box 1544
                  New Bern, NC 28563
                  Tel: (252) 638-2955
                  Fax: (252) 638-3293
                  http://www.embarqmail.com/

Estimated Assets: Less than $10,000

Estimated Debts:  $100,000 to $1 million

Consolidated Debtor's List of Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   BB&T                                              $85,000
   Attn: Managing Agent
   P.O. Box 1847
   Wilson, NC 27894-1847

   East Coast Metal Distributors                     $21,000
   Attn: Managing Agent
   P.O. Box 570
   Durham, NC 27702

   First Citizens Bank & Trust Co.                   $15,000
   Attn: Managing Agent
   P.O. Box 29514
   Raleigh, NC 2276620

   Sprint Yellow Pages                               $14,000

   Lennox Industries Inc.                            $4,500

   Hwy 24 LLC                                        $1,750


ALISA MORSE: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Alisa Ann Morse
        19027 Forest Ridge Drive
        Magnolia, TX 77355

Bankruptcy Case No.: 08-30684

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtors' Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Drive
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chase World Continental        credit cards          $7,475
Airlines Card
P.O. Box 94014
Palatine, IL 600944014

Citibank                       credit card           $445
P.O. Box 6241
Sioux Falls, SD 57117

Kohls/chase                    credit card           $97
N56 W. 17000 Ridgewood Drive
Menomonee Falls, WI 53051

Chase                          credit card           $92
800 Brooksedge Boulevard
Westerville, OH 43081


AMERICAN AXLE: Net Loss Slides to $25MM in Qtr. Ended December 31
-----------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. reported its financial
results for the fourth quarter and full year ended Dec. 31, 2007.

AAM reported a net loss of $25.5 million in the fourth quarter of
2007, compared to a net loss of $188.6 million in the fourth
quarter of 2006.

AAM's earnings for the full year 2007 were $37 million, compared
to a net loss of $222.5 million in 2006.

In the third and fourth quarter of 2007, AAM recorded special
charges relating to a voluntary separation program accepted by
558 UAW represented associates at the Buffalo Gear, Axle & Linkage
facility in Buffalo, New York.  Production at this facility was
idled in December 2007.

Also in 2007, AAM incurred additional special charges and non-
recurring operating costs relating to other attrition programs,
asset impairments, the redeployment of machinery and equipment and
other actions to rationalize underutilized capacity.

In total, AAM's 2007 results reflect the impact of charges
amounting to $88.4 million relating to these items, including
pension and other postretirement benefit curtailments and special
termination benefits.

In the fourth quarter of 2007, AAM recorded $70.6 million of these
total restructuring charges.

AAM's full year 2007 earnings also reflect the impact of an
additional $5.5 million charge for the write-off of unamortized
debt issuance costs and other costs related to the prepayment of
the $250 million term loan due 2010.

"In 2007, AAM made excellent progress in our plan to achieve
sustainable market cost competitiveness in our global operations,"
Richard E. Dauch, AAM's co-founder, chairman of the board & CEO,
said.  "AAM has a strong balance sheet and will continue to focus
on the appropriate cost structure adjustments, technology
innovations, new business launches and an accelerated expansion of
our global manufacturing and sourcing footprint to gain momentum
in 2008.  We are excited about what AAM can, and will, accomplish
in what is sure to be a most difficult, demanding and tough year
for the entire domestic automotive industry."

                Liquidity and Capital Resources

As compared to the prior year, net cash or free cash flow provided
by operating activities for the full year 2007 nearly doubled to
$367.9 million.  Capital spending for the full year 2007 was
$186.5 million as compared to $286.6 million in 2006.

Reflecting the impact of this activity and dividend payments of
$31.8 million, AAM's free cash flow of $149.6 million in 2007
represents an improvement of $281.5 million as compared to the
full year 2006.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $2.91 billion, total liabilities $2.02 billion, and total
stockholders' equity of $0.89 billion.

          About American Axle & Manufacturing Holdings

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its wholly  
owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service affirmed American Axle & Manufacturing
Holdings, Inc.'s Corporate Family rating of Ba3 as well as the
senior unsecured rating of Ba3 to American Axle & Manufacturing
Inc.'s notes and term loan.  At the same time, the rating agency
revised the rating outlook to stable from negative and renewed the
Speculative Grade Liquidity rating of SGL-1.


AMERICAN HOME: Presents Revised Procedures for the Loans Sale
-------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
presented to the U.S. Bankruptcy Court for the District of
Delaware revised procedures for disposing of 424 mortgage loans
with an aggregate unpaid principal balance of approximately
$152 million.  

The loans consist of fixed rate, adjustable rate, balloon and
interest only loans originated with full and alternative
documentation that are 60 days or more delinquent, in default, or
that may contain some underwriting or compliance issue.

Under the revised procedures, the Debtors would abandon the
proposed auction for the Non-Performing Loans and will sell the
Loans after evaluating final sealed bids submitted by prospective
buyers.

The Debtors propose to pool and sell the Non-Performing Loans in
three ways:

   (1) Non-Performing Loans owned by the Debtors, but subject to
       the liens of AH Mortgage Acquisition Co. Inc., and the
       other lenders under a Debtor-in-Possession Loan and
       Security Agreement dated as of Nov. 16, 2007.  The
       Debtors propose to sell approximately 71 of this
       Unencumbered Non-Performing Loans with an aggregate unpaid
       principal balance of approximately $23 million;

   (2) Non-Performing Loans owned by the Debtors that constitute
       a portion of the collateral securing the obligations owing
       by certain of the Debtors to secured lenders under a
       Credit Agreement with Bank of America, N.A., as
       administrative agent for secured lenders.  BofA and the
       secured lenders were  granted liens upon, and security
       interests in, among other assets, certain non-performing
       loans, pursuant to a Security and Collateral Agency
       Agreement and the final order authorizing the Debtors'
       limited use of cash collateral.  The Debtors propose to
       sell approximately 46 BofA Non-Performing Loans with an
       aggregate unpaid principal balance of $14,000,000; and

   (3) Non-Performing Loans owned by the Debtors pursuant to the
       JPMorgan Credit Agreement with JPMorgan Chase Bank, N.A.  
       The Debtors propose to sell approximately 307 JPMorgan
       Non-Performing Loans with an aggregate unpaid principal
       balance of $115,000,000.

Potential bidders will be allowed to conduct due diligence from
Feb. 1, 2008, to Feb. 26, 2008.

All indicative bids must be submitted in writing by 12:00 noon,
Eastern Time, on Feb. 8, 2008.  Indicative bids must contain,
among other things, a binding proposal to purchase, and the
proposed purchase price, for one or more of the three pools of
Non-Performing Loans.

Within one business day after the deadline for indicative
bids, the Debtors, with the prior written consent of BofA or
JPMorgan, as applicable, are authorized to select no more than
three designated bidders who will be entitled to be reimbursed
for reasonable costs and expenses in connection with the due
diligence process.

All final bids must be submitted by Feb. 26, 2008, at 4:00
p.m., Eastern Time.  Final bids must contain, among other things,
executed versions of a purchase agreement for the Non-Performing
Loans to be purchased by the bidder.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors and BofA or JPMorgan, as applicable, will
determine the highest bidder, and the second highest bidder, if
any, for each pool of the Non-Performing Loans.  The parties
selected will be notified by the Debtors on or before
Feb. 27, 2008, 12 noon, Eastern Time.

The Debtors will seek from the Court an order approving the
Successful Bid and the Second Best Bid for each pool of Non-
Performing loans at a hearing held on Feb. 28, 2008, at
11:00 a.m., Eastern Time.  The closing of the Sale for each pool
will occur on or before 10:00 a.m., Eastern Time, on Feb. 29,
2008.  In the event the Successful Bidder does not close before
2:00 p.m., Eastern Time on February 29, the Debtors will be
authorized to close with the Second Best Bidder at 10:00 a.m.,
Eastern Time on March 3.

                        BofA et al., Object

(1) Bank of America

Bank of America, N.A., as administrative agent for itself and
certain other prepetition secured lenders, tells the Court that
it does not object to the Debtors' unilateral decision to change
the process and sell the BofA Non-Performing Loans without the
proposed auction process contemplated in the request.  

BofA, however, objects to the provisions of the Revised Sale
Procedures to the extent that they require that the Debtors
merely "consult" with BofA rather than obtaining its prior
written consent.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, notes that the Revised Sale
Procedures seek to allow the Debtors to modify the sale protocol,
including canceling the sale of the Non-Performing Loans or
removing some or all of the Non-Performing Loans from the sale,
at any time without the prior written consent of BofA.

If the Debtors want to change the Revised Sale Procedures after
approval by the Court, they should be required to obtain the
consent of the respective secured creditors, whose collateral is
being sold or, alternatively, seek Court approval of the proposed
changes, Ms. Silverstein contends.  She adds that the Revised
Sale Procedures also provide that the Debtors could seek approval
of the ultimate qualified final bid for the BofA Non-Performing
Loans in their discretion without BofA's prior written consent.

BofA submits that, as a secured creditor with the lien in the
asset sought to be sold, it is entitled to a direct consent right
rather than the more limited "consultation" that is currently
provided for in the Revised Sale Procedures.  Moreover, the
direct consent right is particularly appropriate where the
Debtors are abandoning the open Auction Process and replacing
that with the proposal to sell the BofA Non-Performing Loans
through sealed final bids, Ms. Silverstein contends.

(2) Two Loan Holders

Paula Rush and Laura Beall renew their request for demand to know
the true owner or master servicer of their loans pursuant to
Section 1641(f)(2) of the Truth in Lending Act.  They tell the
Court that, once again, the Debtors are proceeding to attempt to
sell loans under a description that could fit their loan
description, therefore, they want to renew their request for
disclosure.

Ms. Rush and Ms. Beall tell the Court that the Debtors continue
to attempt to sell off loan assets free and clear of liens and
liabilities, while neglecting to protect borrowers under Section
363(o) of the Bankruptcy Code and as provided for under the 2005
Bankruptcy Abuse and Consumer Protection Act.

"I assert these loan assets are a small number of loans and the
borrowers should be afforded the opportunity to bid on their
loans, or offered the loans at the same price as the bids,"
Ms. Rush says.  "At less than face value of between 30 to 55
cents on the dollar, homeowners may be able to refinance out of
the Debtor's lien, and the estate may avoid litigation pending or
probable litigation against loans with underwriting and
compliance issues, as described by Debtors."

Ms. Rush also suggests that for the price of a stamp the Court
could order the Debtors to give homeowners a 30- to 60-day
window, in which to purchase the interest in their property from
the Debtors' bankruptcy estates.

Ms. Rush and Ms. Beall, therefore, ask the Court to protect (i)
the property rights of all borrowers, whose loans are currently
part of the Debtors' estate, and (ii) the interest of all
borrowers in reference to currently pending sales of negotiable
instruments, documents of title, deposit accounts, and other
assets of the estates, which may or may not include Ms. Rush's
and Ms. Beall's properties.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.

As of March 31, 2007, American Home Mortgage's balance sheet
showed total assets of $20,553,935,000, total liabilities of
$19,330,191,000.  Parent company American Home Mortgage
Corporation reported $3,330,185,447 in total assets and
$4,057,927,550 in total debts as of September 30, 2007.  American
Home Mortgage Investment Corp., reported $1,944,088,936 in total
assets and $2,205,608,826 in total debts end of September.

The Debtors' exclusive period to file a plan expires on March 3,
2008.  (American Home Bankruptcy News, Issue No. 25, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN HOME: Obtains Court Nod to Reject Two PS Texas Contracts
-----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to reject two executory contracts with PS
Texas Holding, Ltd., and abandon any property remaining at the
premises, including furniture, fixtures and equipment.  The
Debtors also request that the rejection be effective retroactively
as of Dec. 31, 2007.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates that the Rejected Contracts
are related to storage agreements for storage units 1024 and 1057
at 1474 Justin Road #407, in Lewisville, Texas.

Mr. Patton contends that the economic burden associated with
performing under the storage agreements, the wind-down of the
Debtors' operations, and the lack of interest for potential
assignment provide sufficient bases to justify the Debtors'
request.  He says the Debtors have reviewed the Rejected
Contracts, and determined that the contracts and the premises'
furniture hold no material economic value to the Debtors or the
bankruptcy estates, and are not essential to the conduct of the
bankruptcy cases.

The rejection of the Contracts will eliminate the Debtors'
obligation to perform, and the accrual of any further
administrative expense obligations under the Rejected Contracts,
Mr. Patton asserts.  He notes that the Debtors will have
effectively satisfied the criteria for retroactive rejection of
the Rejected Contracts by Dec. 31, 2007.

The Court also rules that the rejection bar date for filing a
rejection claim pursuant to the order is fixed as a date, which
is 30 days from the approval of the request.  Judge Christopher S.
Sontchi notes that any holder of a rejection claim, who fails to
timely file a proof of claim by the Rejection Bar Date, will not
be treated as a creditor for purposes of voting upon, or receiving
distributions under, any plan of reorganization in the bankruptcy
cases.

Judge Sontchi further says that nothing in the order will
prejudice the Debtors' rights to argue that any claim for damages
arising from the rejection of the two executory contracts with PS
Texas Holding, Ltd., is limited to the remedies available under
any termination provision of the Rejected Contracts, or that any
claim is an obligation of a third party, and not that of the
Debtors.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.

As of March 31, 2007, American Home Mortgage's balance sheet
showed total assets of $20,553,935,000, total liabilities of
$19,330,191,000.  Parent company American Home Mortgage
Corporation reported $3,330,185,447 in total assets and
$4,057,927,550 in total debts as of September 30, 2007.  American
Home Mortgage Investment Corp., reported $1,944,088,936 in total
assets and $2,205,608,826 in total debts end of September.

The Debtors' exclusive period to file a plan expires on March 3,
2008.  (American Home Bankruptcy News, Issue No. 25, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN HOME: US Trustee Balks Deloitte & Touche as Tax Experts
----------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to deny the request
of American Home Mortgage Corporation and its affiliates to employ
Deloitte & Touche as tax experts.

Ms. Stapleton points out that John Niemiec, a director at Deloitte
Tax LLP, disclosed that Deloitte & Touche LLP is a defendant in a
putative securities class action lawsuit related to the firm's
prepetition employment by American Home Mortgage Investment
Corporation, titled Marlin v. Citigroup Global Markets Inc., et
al. (No. 07-cv-3580 (E.D.N.Y.)).

Ms. Stapleton notes that Deloitte & Touche has an interest in
minimizing its own liability, and thus, it will necessarily
involve pointing the finger at third parties, including the
Debtors.  She contends that Deloitte possesses or asserts an
economic interest that creates an actual or potential dispute, in
which the Debtors' bankruptcy estates are rival claimants.  
Hence, she says, Deloitte holds or represents an interest adverse
to the Debtors' estates and, by extension, is ineligible to be
employed under Section 327(a) of the Bankruptcy Code.

Deloitte Tax is not a "disinterested person" because it has an
interest materially adverse to both the interests of the Debtors'
estates and a class of their equity security holders by reason of
Deloitte & Touche's prepetition connections with the Debtors,
Ms. Stapleton tells Judge Sontchi.  Hence, she says, the
application should be denied.

The Niemiec declaration indicates that, in the event Deloitte
Tax's employment is authorized, both Deloitte Tax and Deloitte &
Touche will "not . . . seek recovery" of certain prepetition
nonpayment claims, Ms. Stapleton relates.  She notes that the
language used in the declaration falls short of an explicit
waiver of the claims.  In the unlikely event that the Court were
to authorize the employment of Deloitte Tax, both Deloitte Tax
and Deloitte & Touche should explicitly waive those claims, she
continues.

Moreover, Ms. Stapleton points out that the disclosures in the
Niemiec declaration do not provide sufficient information for her
to determine whether Deloitte Tax or Deloitte & Touche received
preferential transfers during the 90 days prior to the Petition
Date.  She informs the Court that her office is presently
evaluating, among other things, whether all of the services
listed in the application are permitted non-audit services under
Section 10A of the Securities Exchange Act of 1934.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.

As of March 31, 2007, American Home Mortgage's balance sheet
showed total assets of $20,553,935,000, total liabilities of
$19,330,191,000.  Parent company American Home Mortgage
Corporation reported $3,330,185,447 in total assets and
$4,057,927,550 in total debts as of September 30, 2007.  American
Home Mortgage Investment Corp., reported $1,944,088,936 in total
assets and $2,205,608,826 in total debts end of September.

The Debtors' exclusive period to file a plan expires on March 3,
2008.  (American Home Bankruptcy News, Issue No. 25, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN LAFRANCE: SEC 341 Meeting of Creditors Set for March 3
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of creditors in American LaFrance LLC's
Chapter 11 case, on March 3, 2008, at 1:30 p.m., at Room 5209,
5th Floor, in J. Caleb Boggs Federal Building.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest   
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


AMERICAN LAFRANCE: Asks Court to Set March 28 as Claims Bar Date
----------------------------------------------------------------
American LaFrance LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to set March 28, 2008, as the deadline for
all parties to file proofs of claim against the Debtor arising
from any event occurring during the Debtor's operation of its
business before and until the Petition Date.

The Debtor also requests that claims of governmental units should
be timely filed no later than July 31, 2008.

Joanne B. Wills, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, tells the Court that the
proposed Bar Date is necessary to finalize the total number and
amount of claims prior to the confirmation hearing of its Plan of
Reorganization, currently scheduled for April 9, 2008.

Ms. Wills relates that the Prepetition Claims include:

   (i) unsecured claims incurred by vendors, suppliers, and
       other trade-related entities involved in the general
       operation of the Debtor's business;

  (ii) litigation claims, including claims that have been
       asserted in litigation where plaintiffs have sued or
       joined as co-defendants present or former managers,
       members, directors, officers or employees of the Debtor,
       or other individuals who may have indemnification claims
       or contribution claims against the Debtor;

(iii) any worker's compensation claims; and

  (iv) any administrative agency claims or similar kinds of
       private enforcement claims.

The Debtor requests that secured claimholders must file an
appropriate proof of claim by the Bar Date.  However, the Debtor
recognizes that applicable bankruptcy law does not require the
filing for the preservation of those claims.

The Debtor also proposes that creditors and equity holders whose
claims are solely limited to ownership of an equity interest in
the Debtor should not be required to file claims.

Any claims arising out of, or otherwise related to, the Debtor's
rejection of any executory contract or unexpired lease under
Section 365 of the Bankruptcy Code must be filed on or before the
later of the Bar Date or the date that is 30 days after the
effective date of rejection with respect to executory contract or
unexpired lease.

All parties-in-interest that are required to file a Claim will
receive a copy of the proof claim form, which is substantially in
compliance with Official Form No. 10, Ms. Wills says.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the oldest   
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, are the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, are the Debtor's proposed local counsel.  In its
schedules of assets and debts filed Feb. 4, 2008, the Debtor
disclosed $188,990,680 in total assets and $89,065,038 in total
debts.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


AMERIGAS PARTNERS: Earns $54.3 Million in First Qtr. Ended Dec. 31
------------------------------------------------------------------
AmeriGas Propane Inc., general partner of AmeriGas Partners L.P.,  
reported net income for the first fiscal quarter ended Dec. 31,
2007, of $54.3 million compared to net income $55.6 million for
the same period last year.  The partnership's earnings before
interest expense, income taxes, depreciation and amortization
(EBITDA) was $93.1 million for the first quarter of 2008,
unchanged from the first quarter of fiscal 2007.

For the three months ended Dec. 31, 2007, retail propane volumes
sold declined 1.3% to 279.1 million gallons from 282.9 million
gallons sold in the prior year period.  Weather was 7.2% warmer
than normal compared to weather that was 8.6% warmer than normal
in the prior year period, according to the National Oceanic and
Atmospheric Administration.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said
"Significant increases in propane sales prices caused by
extraordinarily high propane costs resulted in customer
conservation that more than offset higher volumes sold in the
quarter from businesses we acquired last year.  The average
wholesale propane cost at Mt. Belvieu, Texas for the quarter
increased 58.0% over the same period last year.  In spite of the
challenging environment of warm weather and high product cost, we
continued to execute our strategies to build long term value for
unitholders."

Revenues for the quarter increased to $748.2 million from
$616.6 million in the prior year period, reflecting higher average
selling prices due to significantly higher propane product costs.
Total margin increased $13.9 million mainly due to higher average
retail propane unit margins and slightly higher ancillary income.
Operating and administrative expenses rose primarily as a result
of expenses associated with acquisitions, increased compensation
and benefits costs and higher vehicle expenses.  Although EBITDA
was unchanged from the prior year, operating income decreased to
$74.0 million from $75.3 million in the fiscal 2007 quarter,
reflecting higher depreciation and amortization costs.

Separately, AmeriGas Partners disclosed that for the three-year
period ended Dec. 31, 2007, the compound annual total return on
partnership units was 15.0%.

                     About AmeriGas Partners

AmeriGas Partners L.P. (NYSE: APU) -- http://www.amerigas.com/--   
is a retail propane marketer, serving nearly 1.3 million customers
from over 600 locations in 46 states.  UGI Corporation (NYSE: UGI)
through its subsidiaries owns 44.0% of the partnership and
individual unit holders own the remaining 56%.

                          *     *     *

To date, AmeriGas Partners L.P. carries Moody's Investors Service
'Ba3' corporate family rating.  The Rating Outlook is Stable.


AMERICAN RAILCAR: Carl Icahn Acquires 9.% Stake in Greenbrier Cos.
------------------------------------------------------------------
Associated Press reports that billionaire investor Carl Icahn has
amassed a 9.5% stake in railcar manufacturer Greenbrier Companies
Inc., according to a filing with the Securities and Exchange
Commission on Monday.

Icahn acquired the stake through ARI Longtrain Inc., whose lone
stockholder is American Railcar Industries Inc.  According to the
Associated Press, Icahn beneficially owns 53.7% of the common
stock of American Railcar.

According to the filing, Icahn acquired the shares in Greenbrier
Companies Inc. because he is interested in a possible merger
between American Railcar and Greenbrier.

According to the Thomson Financial, Standard & Poor's Ratings said
the combination would "contribute to improving ARI's business risk
profile, by strengthening and diversifying its product portfolio."

                      About American Railcar

American Railcar Industries Inc., (NasdaqGS: ARII) --
http://www.americanrailcar.com/-- through its subsidiaries,   
engages in the design, manufacture, sale, and marketing of covered
hopper and tank railcars in North America.  It operates in two
segments, Manufacturing Operations and Railcar Services.

                         *     *     *

American Railcar Industries carries Moody's Investors Service
'Ba3' corporate family and 'B1' senior unsecured debt ratings
which were last placed on Feb. 14, 2007.


ANTHONY LINSEY: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Anthony J. Linsey, Sr.
        909 Wilshire Court
        Grayson, GA 30017

Bankruptcy Case No.: 08-61961

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Evan M. Altman, Esq.
                  Evan M. Altman Law Firm
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: (770) 394-6466
                  Fax: (770) 620-9042

Total Assets: $1,099,010

Total Debts:  $1,188,207

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
Georgia Department of Revenue                           $42,720
Attention: Bankruptcy Department
P.O. Box 38143
Atlanta, GA 30334

Internal Reveue Service - PA                            $34,704
P.O. Box 21126
Philadelphia, PA 19114-0326

Emory Credit Union                                      $11,125
1237 Clairmont Road
Decatur, GA 30030

Beneficial                                              $10,076

Internal Revenue Service - GA                            $9,258

First Equity Card                Bank Loan               $4,338

HSBC                                                    $32,000
                                            Collateral: $38,000
                                              Unsecured: $3,000

Chase Home Finance               Bank Loan             $922,582
                                                    Collateral:
                                                     $1,000,000
                                                  Unsecured: $0

M&T Mortgage Corp.               Bank Loan              $89,851
                                                    Collateral:
                                                     $1,000,000
                                                  Unsecured: $0

Ford Credit                      Bank Loan              $20,000
                                            Collateral: $28,000
                                                  Unsecured: $0

Long Beach Acceptance Corp        Bank Loan             $11,553
                                            Collateral: $14,000
                                                  Unsecured: $0


BAYONNE MEDICAL: Buyer-IJKG Pays $2.5MM to Settle Medicare Issues
-----------------------------------------------------------------
The United States has agreed to settle for $2.5 million, plus
interest, allegations that Bayonne N.J., Medical Center defrauded
the Medicare program.  The settlement is with IJKG LLC, the buyer
of the hospital.  Bayonne Medical Center is currently in
bankruptcy.

The settlement resolves allegations that the hospital improperly
increased charges to Medicare patients in order 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.

The Justice Department alleged that, between January 2000 and
August 2003, Bayonne purposefully inflated charges for inpatient
and outpatient care to make these cases appear more costly than
they actually were, and thereby obtained outlier payments from
Medicare that it was not entitled to receive.

In 2007, Bayonne Medical Center filed for bankruptcy under
Chapter 11 of the Bankruptcy Code.  As part of the proposed
reorganization, IJKG LLC agreed to purchase the hospital's assets
and to settle the United States' claims against the hospital.

"This settlement demonstrates that the United States is determined
to protect the Medicare program against hospitals and other health
care providers who overcharge for their services," Jeffrey S.
Bucholtz, acting assistant attorney general for the department's
civil division, said.

The civil settlement agreement resolves allegations against
Bayonne that were filed in a lawsuit brought by a whistleblower
under the federal False Claims Act.  The False Claims Act permits
private citizens, known as relators, to bring lawsuits on behalf
of the United States.  Under the settlement, James Monahan, the
relator in the lawsuit, will receive $400,000.

The settlement with Bayonne was the result of a coordinated effort
in investigating and resolving the allegations by the Justice
Department's Civil Division, Commercial Litigation Branch; the
U.S. Attorney's Office for the District of New Jersey, Affirmative
Civil Enforcement Unit; the Department of Health and Human
Services, Office of the 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.


BARNERT HOSPITAL: Creditors' Committee, et al., Balk at Asset Sale
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Nathan and Miriam
Barnert Memorial Hospital Association, dba Barnert Hospital asks
the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey to deny the Debtor's request to sell
substantially all of its assets to Hospital Associates LLC.

The Committee tells the Court that the Debtor is seeking to sell
assets which, it admitted, do not belong to the Debtor's estate.  
The Committee says the assets are included in the proposed sale
for no reason other than that the proposed buyer wants them as
part of the package.  The Committee says the Debtor's sale
proposal makes the secured lenders the sole beneficiaries of the
sale.  The Committee adds that the sale relies on the lenders'
untested assertion that the assets being sold constitute their
collateral.

The Committee says it intends to file shortly an adversary
complaint asserting the extent of the secured lenders' liens are
narrower than assumed by Debtor; and in fact, are of unknown, and
certainly unproven, worth.

Even if the Court were to approve the sale, the Committee contests
there is no reason at this time to approve any proposed allocation
of sale proceeds.  The Committee believes, and asks the Court to
provide it opportunity to prove, that the estate's unencumbered
assets are more than sufficient to provide a distribution to
general unsecured creditors, once the secured creditors'
overstatement of their liens is corrected.

The Committee also objects to the proposed allocation because it
unfairly shifts to the estate the attendant expenses for the
maintenance and disposition of assets.

                        The Sale Motion

Pursuant to the Sale Motion filed by the Debtor, the proceeds of
the Sale will be distributed as:

   (a) a Purchase Note in the amount of $5,000,000 will be paid
       directly to the New Jersey Health Care Facilities
       Financing Authority;

   (b) 75% of Pre-Closing accounts receivable (estimated
       by counsel for Debtor as worth in excess of $5,000,000)
       will also be paid to the Authority, and

   (c) $1,250,000, which allegedly represents the value of
       assets not subject to the Authority's liens, of
       which $500,000 is slated to pay Cain Brothers & Co.
       LLC., Debtor's investment bankers who shopped the
       property for the benefit of the secured creditor, and
       $750,000 will go to the estate, most likely (according
       to the voiced expectations of Debtor's counsel) to pay
       administrative expenses.

Upon information and belief of the Committee, zero funds will be
available for payment to any prepetition unsecured creditors.

                Life Trustees Limited Objection

The Life Trustee of the Trust, established by Nathan Barnert by
Trust Deeds dated 1914 and 1918, aka Life Trustees of Barnert
Hospital, tells the Court that it opposes Barnert Hospital's
motion to sell certain of its assets to Hospital Associates LLC.

Life Trustee relates that it supports the arguments of the counsel
to the Committee filed with the Court on Jan. 25, 2008, by the
Guardian Ad Litem on Jan. 24, 2008.

Life Trustee requests that the Court not approve the sale or in
the alternative if the Court determines that the land owned by the
Life Trustees on behalf of the heirs and the unborn heirs of
Nathan Barnert will be included in the sale, that the Court
require the continuation of the right of reverter in perpetuity as
required by the Will of Nathan Barnert.

              Guardian Ad Litem Limited Objection

Similarly, John W. Sywilok, Guardian Ad Litem for Living, Unborn
and Unascertained Persons with Future and Reversion Interests in
Block 8503, Lot 1, 23 & 24 in the City of Paterson filed with the
Court his objection to the proposed sale of assets.

Mr. Sywilok informs the Court that the Debtor's motion to sell
the real property at Paterson seeks to terminate the "right of
reverter."  He says that the heirs have the right of reverter in
that if the real property is not used in accordance with the
restrictions in the 1914 and 1918 deeds, they would be entitled to
title the property.  He adds that the property in question is not
property of the estate and remains in the names of the Trustees.  
Hence, the Debtor cannot sell this property.

The sale, Mr. Sywilok asserts, will defeat the probable intent of
Nathan Barnert who sought to insure the integrity and continued
operation of the hospital facility.

            HUD and Authority Reserves Right to Object

The New Jersey Health Care Facilities Financing Authority, the
United States Department of Housing and Urban Development, the
Bank of New York, as Bond Trustee, and MBIA Insurance Corporation
also jointly filed their limited objection to the sale of the
Debtor's assets.

The Objectors contend that the Financing Authority authorized the
issuance of Refunding Bonds Series 1999.  The Authority entered in
to a loan agreement with the Debtor, under which the Authority
agreed to loan the proceeds of the Series 1999 Bonds to Barnert.  
The Debtor delivered to the Authority a Mortgage Note dated
Jan. 28, 1999, in the amount of $34,876,000.  The Authority
Mortgage is secured by a small parcel of real property owned by
Barnert with an interest of 3.75%.  The Authority's liens does not
include certain equipment financed by General Electric.

As of Aug. 15, 2007, the Authority asserted a claim against the
Debtor for an amount in excess of $26.25 million for prepetition
debt.

However, at the time the objection was filed, both HUD and the
Authority have not decided whether they will consent to the sale.  
Both HUD and the Authority have been in constant communication
with the Debtor.  HUD and the Authority also allowed the Debtor to
use their cash collateral to help its reorganization.

Still, there are other significant issues yet to be resolved to
the satisfaction of the secured parties, including Barnert's
ability to finance itself until April 30, 2008, the Objectors tell
the Court.  They said the proposed sale is fraught with pitfalls.  
HUD and the Authority are not certain that the Debtor have enough
resources to sustain operations until the proposed April 30, 2008
closing date.  The secured parties will not consent to the sale
especially when the purchase price is less than the aggregate
value of liens on the assets.

Due to the uncertainties, the secured parties request the Court to
reserve their right to withhold consent and object to the sale of
the assets.

Blank Rome LLP represents The New Jersey Health Care Facilities
Financing Agency and the United States Department of Housing and
Urban Development.  Reed Smith LLP represents The Bank of New
York, as bond trustee. Winston & Strawn LLP represents MBIA
Insurance Corporation.

               Barnert Closes, Transfers Patients

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Barnert Hospital confirmed ending operations last weekend,
including its outpatient department.  The hospital's emergency
room and mental health services remains open.

On the night of Feb. 1, 2008, 24 out of the hospital's 41 patients
were transferred to St. Joseph's Regional Medical Center, Nancy
Collins at St. Joseph's said.  The rest were either discharged
or moved to other health care facilities, according to Steven
Clark, Barnert spokesman.

The hospital failed to close deal selling Barnert for $15 million
after the U.S. Department of Housing and Urban Development denied
the hospital support for a $3.2 million debtor-in-possession
financing.  The $3.2 million DIP fund was supposed to fund the
hospital's operations until the sale deal is completed in April.

                      About Barnert Hospital

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, -- http://www.barnerthospital.com/-- 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.  The Court extended the Debtor's
exclusive filing period to file a plan until April 11, 2008.

As of January 2008, 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.


BEAR STEARNS: S&P Chips Ratings of Two Classes on Weak Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from Bear
Stearns Commercial Mortgage Securities Inc.'s series 2004-BBA5.   
Concurrently, S&P lowered its ratings on two classes and affirmed  
S&P's ratings on the remaining two classes from this series.

The rating actions follow S&P's analysis of the remaining loan in
the pool, Colorado Mills.  The analysis of the asset included a
revaluation of the property securing the loan.  The revaluation
supports the raised and affirmed ratings at their current credit
enhancement levels, which have increased since issuance.  The
continued weak operating performance of the property resulted in
the downgrades of classes J and K.  Although the credit support
for class J has increased, it is no longer adequate to support an
investment-grade rating.
     
The remaining loan in the pool consists of a $115.0 million
floating-rate interest-only A note indexed to the one-month LIBOR.   
The loan is currently scheduled to mature in November 2008 with a
one-year extension available.  The total mortgage debt is $170.0
million, with a $55 million B note held outside of the trust.  The
loan is secured by 921,900 sq. ft. of the 1.1 million-sq.-ft.
Colorado Mills property, which is a single-level entertainment
and value-oriented regional mall in Lakewood, Colorado. A 181,000-
sq.-ft.  Target shadow anchors the property.
     
Since year-end 2005, the reported effective gross income from the
property has declined each year.  The declines were primarily due
to decreased occupancy.  As of November 2007, the occupancy was
78%, down from 94% at year-end 2006.  The most recent decline in
occupancy is due to the loss of an anchor tenant in September
2007, occupying 7% of the gross leasable area, coupled with a drop
in the in-line occupancy to 77% as of November 2007 from 91% as of
year-end 2006.
     
Simon Property Group (A-/Stable/--), together with Farallon
Capital Management LLC, a California-based hedge fund, completed
an acquisition of Colorado Mills as part of their joint
acquisition of the original sponsor, The Mills Corp., on April 3,
2007.  Simon is attempting to address the property's weak
operating performance.  Simon transferred property management from
a wholly owned Mills subsidiary to a wholly owned Simon entity in
the second half of 2007.  Simon also expressed its intentions to
leverage its relationships with various national retailers to
lease up the vacant space and is exploring other venues to boost
revenue and lower operating expenses.  Simon expects occupancy to
stabilize in the low- to mid-90% area by the end of 2009.
     
Standard & Poor's used a stabilized approach to revalue the loan
collateral.  The analysis assumed a stabilized occupancy in the
low- to mid-90% area and considered local market conditions, as
well as Simon's increased involvement in the operations of the
property.  The results of S&P's analysis support the revised and
affirmed ratings.     

                          Ratings Raised

         Bear Stearns Commercial Mortgage Securities Inc.
  Commercial Mortgage Pass-through Certificates Series 2004-BBA5
                  
                           Rating
                           ------
       Class         To             From   Credit enhancement
       -----         --             ----   ------------------
       E             AAA            AA            85.88%
       F             AAA            A+            66.36%
       G             A+             A-            50.19%
   
                         Ratings Lowered

        Bear Stearns Commercial Mortgage Securities Inc.
  Commercial Mortgage Pass-through Certificates Series 2004-BBA5

                          Rating
                          ------
       Class         To            From   Credit enhancement
       -----         --            ----   ------------------
       J             BB+           BBB-           21.34%
       K             B+            BB             N/A

                        Ratings Affirmed
   
        Bear Stearns Commercial Mortgage Securities Inc.
  Commercial Mortgage Pass-through Certificates Series 2004-BBA5

      Class               Rating          Credit enhancement
      -----               ------          ------------------
      H                   BBB+                   36.56%
      X-1B                AAA                    N/A

                         N/A-Not applicable.


BELIEVERS BIBLE: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Believers Bible Christian Church, Inc.
        3689 Campbellton Road S.W.
        Atlanta, GA 30331

Bankruptcy Case No.: 08-61958

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtors' Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  http://www.mindspring.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       taxes                 $514,844
Bankruptcy/Insolvency
P.O. Box 21126
Philadelphia

Georgia Department of Revenue  taxes                 $45,751
Bankruptcy Insolvency Unit
P.O. Box 3889
Atlanta, GA 30334

Trace Dillon, Esq.             account payable       $15,282
Satellite Shelters Inc.
2775 Cruse Road, Suite 201
Lawrenceville, GA 30044

Fulton County Tax              taxes                 $28,240

Vesta Holding/Hearwood II      purchase              $8,667

Dell Financial Services        account payable       $2,744

Office Depot                   account payable       $1,450

System 5 Electronic Inc.       account payable       $1,377  


BELO CORP: S&P Chips Rating on $33 Mil. Certs. to 'BB' From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two Belo
Corp.-related pass-through transactions and removed them from
CreditWatch with negative implications.
     
The rating actions reflect the Feb. 1, 2008, lowering of the
rating on the underlying securities, the 7.25% debentures due
Sept. 15, 2027, issued by Belo Corp., and its removal from
CreditWatch negative.
     
PreferredPLUS Trust Series BLC-1 and PreferredPLUS Trust Series
BLC-2 are pass-through transactions, and the ratings on them are
based solely on the rating assigned to the underlying securities,
the 7.25% debentures issued by Belo Corp.

       Ratings Lowered and Removed From CreditWatch Negative
   
                  PreferredPLUS Trust Series BLC-1
         $33 Million 7.875% Trust Certificates Series BLC-1

                                    Rating
                                    ------
               Class          To              From
               -----          --              ----
               Certificates   BB              BB+/Watch Neg

                 PreferredPLUS Trust Series BLC-2
         $34 Million 8.000% Trust Certificates Series BLC-2

                                    Rating
                                    ------
              Class          To               From
              -----          --               ----
              Certificates   BB               BB+/Watch Neg


BLUE FROG: Files for Chapter 7 Bankruptcy to Liquidate Assets
-------------------------------------------------------------
Seattle, Washington-based Blue Frog Mobile, which works with TV
stations to allow viewers to text messages in to appear on the
screen, filed for Chapter 7 bankruptcy Friday, various reports
say.

The company listed fewer than 50 creditors, between $1 and $10
million in assets, and $500,000 to $1 million in liabilities,
MocoNews.net reports.

Certain issues, however, are unclear.  According to Seattle Post
Intelligencer, the estate's Chapter 7 trustee, Bruce Kriegman,
called the situation a "big mess."  Seattle Post Intelligencer
relates two separate factions have laid claim to Blue Frog.  Mr.
Kriegman said he is not sure who has authority over the company.

Blue Frog raised $16,000,000 from Canaan Partners and MK Capital
three years ago.

MocoNews.net relates that the company did make significant
progress in its four years of existence.  The company used to sell
ringtones and wallpapers, but later changed focus to selling its
TXTV service, launching at one point in Detroit, Indianapolis and
Phoenix and Los Angeles during odd hours and on off-brand TV
stations, according to MocoNews.net.

According to Seattle Post Intelligencer, Mr. Kriegman said he
intends to focus on finding out whether the Chapter 7 filing was
authorized or not "because -- for lack of better words -- the old
board and the new board are contesting who is in charge."

The group that filed the Chapter 7 bankruptcy is led by John
Thull, a Blue Frog employee who handles network operations,
Seattle Post Intelligencer relates.

"No one really knows who is running the company," an unnamed
shareholder told Seattle Post Intelligencer. "The venture
capitalists deserted the company and kind of left it adrift," that
shareholder said.

In December, Blue Frog chopped 55 employees, shut down a Hispanic
television channel and announced the resignation of board member
Maha Ibrahim of Canaan Partners, Seattle Post Intelligencer
relates.  Chief Executive Victor Siegel -- who at the time of the
layoffs said he felt good about Blue Frog's prospects -- recently
resigned.

Seattle Post Intelligencer says Blue Frog has claimed a work force
of about 235 people, with the bulk of those people in the
Philippines.  Mr. Kriegman, Seattle Post Intelligencer reports,
was told that the Philippines operation closed in January, with
employees there allegedly receiving wages.  Mr. Kriegman has yet
to confirm the matter.  Mr. Kriegman also said several employees
in the Seattle office may have gone unpaid.


BMB ENTERPRISES: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: BMB Enterprises, Inc.
        60 Knickerbocker Avenue
        Bohemia, NY 11716

Bankruptcy Case No.: 08-40672

Chapter 11 Petition Date: February 5, 2008

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LaMonica Herbst and Maniscalco
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222

Total Assets: $1,250,000

Total Debts:  $758,629

Debtor's list of its Two Largest Unsecured Creditors:

   Entity                                  Claim Amount
  ------                                   ---------
Town of Islip                               $17,000
Receiver of Taxes
41 Nassau Avenue
Islip, NY 11751

NYS Department of Taxation and Finance        $738
Bankruptcy Unit, Building 8, Room 455
W.A. Harriman State Campus
Albany, NY 12227


BOSTON HILL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Boston Hill Realty Trust
        93 Main Street
        Kingston, MA 02364

Bankruptcy Case No.: 08-10830

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: February 5, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Earl D. Munroe, Esq.
                  Munroe & Chew
                  5 Broadway
                  Saugus, MA 01906
                  Tel: (617) 848-1218
                  Fax: (617) 507-8377

Total Assets: $28,300,000

Total Debts:  $17,544,341

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Department of Environmental    trade debt            $40,500
Protection
Commonwealth Master Lockbox
P.O. Box 3982
Boston, MA 02241

Town of Westborough                                  $25,000
Collector of Taxes
34 West Main Street
Westborough, MA 01581

Nextel Communications          trade debt            $21,297
P.O. Box 17621
Baltimore, MD 21297

Town of Northborough                                 $15,000

B.L. Makepeace                 trade debt            $8,411

Northland Willette, Inc.       trade debt            $5,832

Town of Shrewsbury                                   $5,000

David Prybyla Electrical       trade debt            $3,916

Driveway Corp.                 trade debt            $3,400

Ronald Rainer                                        $2,000

Aggregate Industries           trade debt            $1,513

Atlantic Blasting Co., Inc.    trade debt            $1,500

Premium Fuels Corp.            trade debt            $939

Surbaban Propane               trade debt            $938

LaFleur Electric Co., Inc.     trade debt            $604

T.G.G., Inc.                   trade debt            $603

Labor Ready Northeast, Inc.    trade debt            $358

Maine Lubrication              bank loan             $246

Leo Dodier                                           $100

Mark Valas                                           $100


BROOKSIDE TECH: Posts $1.4 Million Net Loss in 2007 Third Quarter
-----------------------------------------------------------------
Brookside Technology Holdings Corp. reported a net loss of
$1,444,691 for the third quarter ended Sept. 30, 2007, compared
with net income of $223,532 in the same period of 2006.

Total revenues from operations for quarter ended Sept. 30, 2007,
were $927,036, compared to $1,123,494 reported for the same period
in 2006, a decrease of $196,458 or 17.5%.

General and administrative expenses were $841,130 and $303,432 for
the quarter ended Sept. 30, 2007, and 2006, respectively.  The
increase in 2007 was due primarily to the administrative costs
associated with being a public company, such as legal, accounting,
public relations and investor relations, as well as additional
administrative headcount, and 17 days of expenses from U.S. Voice
and Data, LLC.

The company recognized $933,615 of amortization expense for the
quarter ended Sept. 30, 2007, related to the accounting treatment
of the warrants issued and allocation of beneficial conversion in
connection with the debt financing for the acquisition of USVD.
There was no such expense for the comparable period in 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$18,789,300 in total assets, $9,226,804 in total liabilities, and
$9,562,496 in total stockholders' equity.

The company's consolidated balance sheet also showed strained
liquidity with $3,855,714 in total current assets available to pay
$6,577,777 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?27c9  

                       Going Concern Doubt

The company has incurred net losses during the nine months ended
Sept. 30, 2007, and the years ended Dec. 31, 2006, 2005, and 2004.
The company has a working capital deficit of $2,722,063 at
Sept. 30, 2007.

The company said that these matters raise substantial doubt about
the company's ability to continue as a going concern.

               About Brookside Technology Holdings

Based in Austin, Texas, Brookside Technology Holdings Corp. (OTC
BB: BKSD) -- http://www.brooksideus.com/-- through its subsidiary  
companies, analyzes, designs, sells, and implements converged
Voice over IP, data, video, and wireless business communications
systems.


BRUCE STRICKLAND: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Bruce E. Strickland
        Katrina Woodard Strickland  
        17 Ball Creek Way
        Atlanta, Georgia 30350

Bankruptcy Case No.: 08-62233

Chapter 11 Petition Date: February 5, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: David L. Miller, Esq.
                  Law Offices of David L. Miller
                  The Galleria - Suite 960
                  300 Galleria Parkway, NW
                  Atlanta, Georgia 30339
                  Tel: 404-231-1933

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------
------------                                         
Carey Steele                     Alleged Security  Unknown
dba Steele Security              Services
7357 Indian Hill Trail
Riverdale, GA 30296


CAPRI CONDOMINIUMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: The Capri Condominiums, L.P.
        4300 West Cypress Street, Suite 1075
        Tampa, FL 33607

Bankruptcy Case No.: 08-01553

Type of Business: The Debtor owns and manages condominiums.

Chapter 11 Petition Date: February 6, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Maureen A. Vitucci, Esq.
                  Gray Robinson, P.A.
                  301 East Pine Street, Suite 1400
                  Orlando, FL 32802
                  Tel: (407) 843-8880
                  Fax: (407) 244-5690

Total Assets: $10 Million to $50 Million

Total Debts:  $10 Million to $50 Million

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


CA-TEL TELECOM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ca-Tel Telecommunications, Inc.
        878 West Illini Street
        Phoenix, AZ 85041

Bankruptcy Case No.: 08-01089

Type of Business: The Debtor is a fiber optic cable installation
                  contractor.

Chapter 11 Petition Date: February 5, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: James F. Kahn, Esq.
                  James F. Kahn, P.C.
                  301 East Bethany Home Road, Suite C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
           
Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
  ------                          -------------       ---------
Allied Insurance Co              Trade Debt            $112,912
P.O. Box 52014
Phoenix, AZ 85072-2014

Chase Card Services              Trade Debt             $78,522
P.O. Box 94014
Palatine, IL 60094-4014

Complete Cable                   Trade Debt             $67,200
40 North Center Street
Suite 200
Mesa, AZ 85201

Ditch Witch                      Trade Debt             $63,588

Fennemore Craig                  Trade Debt             $60,000

Firebird Fuel Co                 Trade Debt             $51,236

Interwest Safety                 Trade Debt             $47,861

KT-PC                            Trade Debt             $44,705

Matco Pipeline                   Trade Debt             $32,721

MRM Construction                 Trade Debt             $31,746

Neff Rental                      Trade Debt             $31,529

NEXTEL                           Trade Debt             $30,635

PacifiCare                       Trade Debt             $29,193

PFS                              Trade Debt             $27,231

Quarles & Brady LLP              Trade Debt             $25,962

R&A CPAs                         Trade Debt             $24,957

Rinker Materials                 Trade Debt             $24,640

Southwest Materials              Trade Debt             $24,527

Trench Shore Rentals             Trade Debt             $24,268

United Rentals                   Trade Debt             $22,951


CENTRAL ILLINOIS: Owes $5 Million to Investors of Incomplete Plant
------------------------------------------------------------------
Documents recently filed with the U.S. Bankruptcy Court for the
Central District of Illinois show that around 74 shareholders
signed letters of credit in the aggregate amount of $5 million to
back up costs of building an ethanol plant, The Associated Press
reports.

The estimated cost of the plant located outside Canton, Illinois,
was $40 million during the year 2001, AP reveals.  When Central
Illinois Energy went bankrupt late last year, at least $130
million was already applied to the still unfinished plant, AP
relates.

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  The U.S. Trustee for Region
10 has not appointed creditors to serve on an Official Committee
of Unsecured Creditors in this case.  When the Debtor filed for
protection from its creditors, it listed assets between $1 million
to $100 million, and more than $100 million in liabilities.


CGP INC: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------
Debtor: C.G.P., Inc.
        136 Mountain Creek Road
        Blairsville, GA 30512

Bankruptcy Case No.: 08-20310

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: February 5, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Bruce Z. Walker, Esq.
                  Cohen, Pollock, Merlin & Small, P.C.
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339-6401
                  Tel: (770) 858-1288

Estimated Assets: $10 Million to $50 Million

Estimated Debts:   $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Brian Wight Construction Co.   $445,370
2424 Pegasus Landing
Blairsville, GA 30512

Allied Interstate              $23,314
12655 North Central Expressway
Dallas, TX 75243

Advanta Bank Corp.             $10,253
P.O. Box 30715
Salt Lake City, UT 84130-0715

Park Manor                     $7,342

Irwin Commercial Finance       $4,923

Fairway Outdoor Advertising    $4,493

Highland Building Supply       $3,770

Advanced Pools                 $3,465

Blairsville Surveying Co.      $2,291

Pinnacle Business Finance,     $2,264
Inc.

Royal Premium Budget           $1,920

Woodall's Pub. Corp.           $1,825

400 Edition                    $650

C.T. Corporation System        $249

Family Motor Coaching          $107

Coosa Water Authority          $33


CHARMING SHOPPES: Discloses Initiatives to Streamline Operations
----------------------------------------------------------------
Charming Shoppes Inc. disclosed further initiatives and actions   
taken as a result of the company's ongoing business review and in
response to the continuing weak retail and economic environment in
which the company is currently operating.  These actions are being
taken in order to streamline business operations, reduce SG&A and
capital expenditures, improve cash flow, and enhance shareholder
value, and include:

  -- the elimination of approximately 150, or 13%, of corporate
and field management positions, which was completed as of Jan. 31,
2008, and together with the company's announcement to relocate its
Catherines home operations to Bensalem, results in an aggregate
reduction of approximately 200 full-time positions;

  -- a decrease of more than $40 million in the capital budget for
fiscal year 2009, representing a 30% decrease from fiscal year
2008, primarily through a significant reduction in the number of
planned store openings for fiscal year 2009;

  -- the closing of approximately 150 underperforming stores,
including approximately 100 stores at the Fashion Bug chain; and,

  -- the closing of the Petite Sophisticate full-line retail
concept.

"As part of our ongoing review of our operations, especially in
this challenging environment, we are taking a number of additional
actions to improve profitability and enhance shareholder value,"
Dorrit J. Bern, chairman, chief executive officer and president of
Charming Shoppes Inc. stated.

"In November 2007, we announced the execution of a number of
initiatives which had been under review during the last fiscal
year, including decreases in inventory levels, reductions of
capital expenditures, share repurchases, and the relocation of our
Catherines' Memphis, Tennessee operations to our Bensalem,
Pennsylvania offices," Ms. Bern added.  "Today's announcements, in
conjunction with initiatives we announced in November, will enable
us to further sharpen our focus on our core businesses, reduce
SG&A and capital spending, including a pull-back on new store
growth, and ultimately improve cash flow."

"These were difficult, but necessary actions and we are confident
that by streamlining our operations, realigning our field
management structure, and reducing the number of positions at our
corporate headquarters, we will further strengthen Charming
Shoppes' operational and financial performance," Ms. Bern
continued.  "Today's announcements add more emphasis and
importance to many initiatives which we began in fiscal year
2008."

"Although we remain confident in Charming Shoppes' continuing
long-term growth opportunities, we have significantly pared back
our fiscal year 2009 capital budget in connection with our ongoing
review of operations and as a prudent measure in the current
economic environment," Ms. Bern went on to say. "These reductions
are in addition to the 10% decrease in the fiscal year 2008
capital budget as announced in August 2007."

"Our fiscal year 2009 gross capital expenditures plan of
approximately $103 million will represent a significant reduction
of more than $40 million, or 30% below projected levels of $146
million for the fiscal year ending February 2, 2008," Ms. Bern
added.  "Compared to fiscal year 2008, key elements of our 2009
capital budget include a 50% reduction in our new store openings,
a 20% reduction in relocations, and reductions in infrastructure
spending."

"Our store openings in fiscal year 2009 are largely at our Lane
Bryant retail brand, and primarily reflect lease commitments that
had been entered into during the first half of fiscal 2008," Ms.
Bern concluded.

                      About Charming Shoppes

Based in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer  
focused on women's plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company's retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company's direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the Company's total net sales.  As of Feb. 3,
2007, Charming Shoppes Inc. operated 2,378 stores in 48 states.


CHARMING SHOPPES: Shuts 150 Stores Following Restructuring Program
------------------------------------------------------------------
Charming Shoppes' recent disclosure of a restructuring includes
the identification of approximately 150 underperforming store
locations to be closed, representing a significant acceleration of
the company's typical annual store closing program.  The closings
include approximately 100 Fashion Bug locations, as well as a
number of locations in each of the company's other retail
concepts.  In a majority of cases, the closing store is in a
market area supported by a number of its stores, and the company
will take advantage of opportunities for sales transfers to
remaining area stores.  The company estimates that the stores
identified for closure are currently generating a pre-tax loss of
approximately $6 million on an annualized basis.

Additionally, the company announced the closing of its four-store
Petite Sophisticate Retail concept, which was launched during
fiscal year 2008.

"Although we continue to view Petite Sophisticate as an exciting
growth opportunity, our more immediate priorities call for
dedicating a greater focus to our core businesses," Ms. Bern
commented.  "The decision to discontinue the further development
of the Petite Sophisticate full-line chain does not impact our 52
Petite Sophisticate Outlet stores, the majority of which operate
in side-by-side locations with our Lane Bryant Outlet stores."

The company anticipates that the execution of the initiatives
announced recently will result in approximately $20.0 million of
annualized pre-tax savings, primarily in the areas of non-store
payroll and annualized losses related to the aforementioned 150
store closings.  As a result of the initiatives disclosed, the
company expects to recognize one-time non- recurring pre-tax
charges of approximately $17.3 million ($10.8 million after tax,
or $0.09 per diluted share) related to severance, benefits and
lease termination costs, including $7.0 million ($4.4 million
after tax) of non-cash pre-tax charges related to the write-down
of store assets.  On an after-tax basis, the impact of the one-
time non-recurring charges is expected to be slightly cash-flow
negative.

"During fiscal year 2008, we have repurchased a significant number
of shares under our share repurchase program," Ms. Bern stated.  
"Year to date, we have repurchased approximately 24 million
shares, or 19% of our beginning-of-year share count."

"Additionally, in November 2007, we announced our Board of
Directors had authorized an extensive $200 million share
repurchase program which we intend to complete over the next
several years," Ms. Bern continued.  "We remain confident in and
committed to our long- term multi-brand, multi-channel strategy."

"In the near-term, however, and similar to difficult actions we
have taken in past retail and economic downturns, we are taking
important steps to ensure a greater focus on our core businesses
and on improving profitability," Ms. Bern added in summary.  "As
we have done in the past, we will continue to examine additional
opportunities to further drive sales, profitability and
shareholder value."

                      About Charming Shoppes

Based in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer  
focused on women's plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company's retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company's direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the Company's total net sales.  As of Feb. 3,
2007, Charming Shoppes Inc. operated 2,378 stores in 48 states.


CHARMING SHOPPES: Restructuring Won't Affect S&P's 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Charming Shoppes Inc. (BB-/Negative/--) remain unchanged after the
company's announcement of a restructuring program designed to
streamline operations and reduce expenses.  The Bensalem,
Pennsylvania-based company expects to save approximately
$20 million annually on a pre-tax basis by closing 150
underperforming stores, reducing corporate and field management
positions by 13%, decreasing the fiscal 2009 capital budget by
$40 million, and closing its four Petite Sophisticate full-line
stores.

The closed stores currently contribute a pre-tax loss of about
$6 million annually.  Management expects the aforementioned
initiatives to cost about $17 million, of which approximately
$7 million is non-cash expenses related to store closures.  S&P
expects credit metrics to remain weak for the rating in the near
term, with debt to EBITDA remaining near third-quarter 2007 levels
of 3.7x and interest coverage of about 3.8x.  Although the above
actions have the potential to strengthen profitability over time,
S&P's outlook for Charming Shoppes and apparel retailers in
general is unfavorable for 2007 and S&P would consider lowering
the rating if credit metrics deteriorate further.


CHATTEM INC: Earns $59.7 Million in Fiscal Year Ended Nov. 30
-------------------------------------------------------------
Chattem Inc. reported net income of $59.7 million for the fiscal
year ended Nov. 30, 2007, compared to net income of $45.1 million
for fiscal 2006.  Net income for fiscal 2007 included a loss on
early extinguishment of debt and SFAS 123R employee stock option
expense.  Net income for fiscal 2006 included a debt
extinguishment charge, litigation settlement items and SFAS 123R
employee stock option expense.  As adjusted to exclude these
items, net income for fiscal 2007 was $65.1 million, compared to
$37.5 million for fiscal 2006.

Total revenues for fiscal 2007 rose to $423.4 million, an increase
of 40.9%, compared to total revenues of $300.5 million in fiscal
2006.  Revenue growth for the fiscal year was driven by the five
acquired brands and continued growth of the Gold Bond and Icy Hot
businesses, offset by declines in the Icy Hot Pro-Therapy(R) and
Dexatrim(R) franchises, the latter of which was impacted by
unprecedented competition in the weight loss category as well as
difficult comparisons to the fiscal 2006 launch period of Dex
Max2O(R).  Excluding the impact of the acquired brands and Icy Hot
Pro-Therapy, total revenues increased 5.0% compared to fiscal
2006.

"The company experienced the most successful year in its 128 year
history," said Zan Guerry, Chattem's chairman and chief executive
officer.  "Early in the year, we made the exciting acquisition of
five brands from Johnson & Johnson and were able to integrate
those brands into our organization smoothly and ahead of schedule.
The acquisition, combined with the growth of our existing
business, resulted in a 41.0% increase in total revenues for the
year to a record $423.0 million and even more impressive earnings
growth," Guerry stated.

"In reference to the balance sheet," Guerry commented further, "we
were able to finance the acquisition of the five brands on very
favorable terms and have put in place a very solid and effective
capital structure.  Our strong operating cash flows for fiscal
2007 enabled us to reduce debt more rapidly than we anticipated at
the time of the acquisition while also repurchasing over 400,000
shares of our common stock for $23.6 million, or an average cost
of $58.98 per share."

                 Fourth Quarter Financial Results

Total revenues for the fourth quarter of fiscal 2007 were
$100.6 million, compared to total revenues of $65.1 million in the
prior year quarter, representing a 54.5% increase.  Revenue growth
for the quarter was led by the five acquired brands as well as
strong performances from Gold Bond and Icy Hot.  Offsetting these
increases was a reduction in sales of Dexatrim and lower sales of
Icy Hot Pro-Therapy.  Excluding the impact of the acquired brands
and Icy Hot Pro-Therapy, total revenues increased 3.0% compared to
the prior year quarter.

Net income for the quarter rose to $14.8 million, compared to net
income of $4.9 million for the prior year quarter.  Net income for
the fourth quarter of fiscal 2007 included SFAS 123R employee
stock option expense.  Net income for the fourth quarter of fiscal
2006 included litigation settlement items and SFAS 123R employee
stock option expense.  As adjusted to exclude these items, net
income for the fourth quarter of fiscal 2007 was $15.8 million,
compared to $6.0 million for the prior year quarter.

In the fourth quarter of fiscal 2007, the company increased the
reserves for Icy Hot Pro-Therapy retail and in-house inventory
exposure by approximately $7.0 million, which resulted in lower
revenue and reduced gross margins during the fourth quarter of
fiscal 2007.  

                      Cash Flows and EBITDA

For the fiscal year, cash flows from operations increased 59.4% to
$86.7 million compared to $54.4 million for fiscal 2006.  Free
cash flow was $80.4 million, up 61.8%, compared to $49.7 million
for fiscal 2006.  

EBITDA increased 139.0% to $32.2 million, or 32.0% of total
revenues, for the quarter and increased 82.6% to $133.9 million,
or 31.6% of total revenues, for the fiscal year, compared to
$73.3 million, or 24.4% of total revenues in fiscal 2006.

                            Total Debt
    
Since acquiring the five brands on Jan. 2, 2007, the company has
reduced total debt by $62.5 million to $508.0 million as of
Nov.  30, 2007.  During that same period, the company funded the
purchase of a net bond hedge of $12.1 million in connection with
the issuance of the 1.625% senior convertible notes in April 2007;
acquired the ACT business in Western Europe and the worldwide
trademark rights to ACT for $4.1 million; and repurchased 400,129
shares of the company's common stock for $23.6 million, or an
average cost of $58.98 per share.

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated balance sheet showed
$780.6 million in total assets, $578.9 million in total
liabilities, and $201.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Nov. 30, 2007, are available
for free at http://researcharchives.com/t/s?27ca

                          About Chattem

Chattem Inc. (NASDAQ: CHTT) -- http://www.chattem.com/-- markets   
and manufactures a broad portfolio of a broad portfolio of branded
over the counter healthcare products, toiletries and dietary
supplements.  The company's portfolio of products includes well-
recognized brands such as Icy Hot, Gold Bond, Selsun Blue, ACT,
Cortizone-10 and Unisom.  Chattem conducts a portion of its global
business through subsidiaries in the United Kingdom, Ireland and
Canada.

                           *     *     *

To date, Chattem Inc. still carries Moody's Investors Service
'Ba3' corporate family and 'B2' senior subordinate ratings.  
Outlook is Stable.


C&H PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: C & H Petroleum, LLC
        dba The Colony Kwik Kar Lube & Tune
        dba Kwik Kar Lube & Tune
        4912 Main Street
        The Colony, TX 75056

Bankruptcy Case No.: 08-40275

Chapter 11 Petition Date: February 4, 2008

Court: Eastern District of Texas (Sherman)

Debtors' Counsel: Mark I. Agee, Esq.
                  5401 North Central Expressway
                  Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966

Total Assets: $1,036,700

Total Debts:  $2,962,586

Consolidated Debtor's List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Compass Bank                   business Loan         $1,148,926
8080 N. Central Expressway
Attn: William Rosenberg
Dallas TX 75206

Compass Bank - Special Assets  business Loan         $810,456
PO Box 650561
Dallas, TX 75265-0561

Linda & Bill Hobbs             business Loan         $285,000
2941 W. Oakhaven Lane
Springfield MO 65810

BAI Enterprise, Inc.           business Loan;        $139,452
                               value: $77,000

First Funds                    business Debt         $63,095

Kwik Industries                business Debt         $36,754

Bill Hobbs                     wages                 $34,575

Denton County Tax Assessor     property taxes        $20,375

Gaylon Chapman                 wages                 $19,890

Kwik Industries                business Debt         $17,380

David Childs                   property taxes        $16,882

Felts Oil                      business debt         $15,550

Ashland Inc.                   business Debt         $9,693

Time Warner Telecom            business Debt         $6,915

David Childs                   property taxes        $4,889

Elliot Lodging/Gordon Elliott  services              $4,850

ESPH, Inc.                     business debt         $3,263

Safeco Insurance               insurance             $3,066

Integrated System Inc.         business debt         $3,013

Service Lloyds                 business Debt         $2,930


CHURCH ON THE MOVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Church on the Move, Inc./Christ Temple
        fka Christ Temple Baptist Church of Dallas
        7615 South Polk
        Dallas, TX 75232

Bankruptcy Case No.: 08-30661

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

Chapter 11 Petition Date: February 5, 2008

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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.


COLLIN DWAYNE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Collin Dwayne Porterfield
        3336 Hanover
        Dallas, Texas 75225
        Tel: 214 3693380

Bankruptcy Case No.: 08-30653-11

Chapter 11 Petition Date: February 5, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Collin D. Porterfield, Esq.
                  3336 Hanover Street
                  University Park, Texas 75225
                  Tel: 214 8376532

Estimated Assets: $1,000,001 to $50 million

Estimated Debts: $1,000,001 to $50 million

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


COLONIA SANTA RITA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Colonia Santa Rita, Inc.
        8000 IH 10 West, Suite 600
        San Antonio, TX 78230

Bankruptcy Case No.: 08-50265

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Arthur J. Rossi, Jr., Esq.
                  Energy Plaza II, Fifth Floor
                  8620 North New Braunfels Avenue
                  San Antonio, TX 78217-6363
                  Tel: (210) 822-8818
                  Fax: (210) 826-0374

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
  ------                         -------------         ---------
Prada Development, Ltd.          Intercompany debt     $538,961
8000 IH 10West, Suite 600
San Antonio, TX 78230

Santa Rita Plaza, LC             Loan                   $30,000
600 Prada Machin
Laredo, TX 78046

United Independent School        Ad Valorem Taxes        $8,500
District
Norma Farabough RTA, CSTA CTA
3501 East Saunders
Laredo, TX 78041

Webb County Tax Assessor         Ad Valorem Taxes        $4,000

City of Laredo                   Ad valorem Taxes        $4,000

Menchar, Angel                   Condo deposit             $800

Lopez, Anthony                   Tenant deposits           $800

Castillo, Jose Israel            Tenant deposits           $800

Bautista, Juan                   Condo deposit             $800

Menchaca, Ramiro E.              Accounting services       $500

Martinez, Jose Alfredo           Contract for Deed         $100

Maldonado, Homero                Contract of Deed          $100

Magana Jr., Daniel               Contract of Deed          $100

LaVaude, Louis P.                Attorney for - Colonia    $100
                                 Santa Rita, Inc.

Jalomo, Delia                    Contract for Deed         $100

Gutierrez, Irma A.               Contract for Deed         $100

Gonzalez, Ariel                  Contract for Deed         $100

Garcia, Maria Guadalupe          Contract for Deed         $100

Garcia, Diana Elsa               Contract for Deed         $100

Garcia Jr., Baldemar             Attorney Fees            $100


COMPLETE RETREATS: To Close 61 Chapter 11 Cases
-----------------------------------------------
Pursuant to Section 350(a) of the Bankruptcy Code, Complete
Retreats LLC and its debtor-affiliates ask the Hon. Alan H.W.
Shiff of the United States Bankruptcy Court for the District of
Connecticut to close the Chapter 11 cases of 61 debtor affiliates
effective as of the Effective Date of their First Amended Joint
Plan of Liquidation:

   Debtor                                           Case No.
   ------                                           --------
   Preferred Retreats, LLC                          06-50246
   LR Management Company, LLC                       06-50247
   New Retreats Holding Co., LLC                    06-50248
   T&H Villas, LLC                                  06-50249
   Town Clubs, LLC                                  06-50250
   Preferred Aviation, LLC                          06-50251
   Preferred Retreats Travel Company, LLC           06-50252
   Preferred Retreats Design Group, LLC             06-50253
   Private Retreats, LLC                            06-50254
   European Retreats, LLC                           06-50255
   Distinctive Retreats, LLC                        06-50256
   DR MGM I, LLC                                    06-50257
   DR MGM II, LLC                                   06-50258
   DR MGM III, LLC                                  06-50259
   DR MGM IV, LLC                                   06-50260
   Private Retreats Steamboat, LLC                  06-50261
   Private Retreats Steamboat II, LLC               06-50262
   Private Retreats Telluride I, LLC                06-50263
   Private Retreats Kamalani, LLC                   06-50264
   Private Retreats Tortuga, LLC                    06-50265
   Private Retreats Whitewing, LLC                  06-50266
   Private Retreats Belfair, LLC                    06-50267
   Private Retreats Cabin 4, LLC                    06-50268
   Private Retreats Cabin 8, LLC                    06-50269
   Private Retreats Colinas, LLC                    06-50270
   Private Retreats Yacht Club Tortola, LLC         06-50271
   Private Retreats Yacht Club Mediterranean LLC    06-50272
   Private Retreats Teton I, LLC                    06-50273
   Private Retreats Snake River I, LLC              06-50274
   Private Retreats Snake River II, LLC             06-50275
   Private Retreats Stowe II, LLC                   06-50276
   Private Retreats Stowe III, LLC                  06-50277
   Private Retreats Preserve Way, LLC               06-50278
   Private Retreats Highpoint, LLC                  06-50279
   Private Retreats Tortola, LLC                    06-50280
   Private Retreats Pinecone 305, LLC               06-50281
   Private Retreats Deer Valley I, LLC              06-50282
   Private Retreats Tahoe I, LLC                    06-50283
   Private Retreats Tahoe II, LLC                   06-50284
   Private Retreats Tahoe III, LLC                  06-50285
   Private Retreats Belize, LLC                     06-50286
   Preferred Retreats Hospitality, LLC              06-50287
   Private Retreats Powell II, LLC                  06-50288
   Private Retreats Powell III, LLC                 06-50289
   PR Esperanza II, LLC                             06-50290
   PR Esperanza III, LLC                            06-50291
   Olde Cypress I PR, LLC                           06-50292
   Olde Cypress II PR, LLC                          06-50293
   PR Vegas III, LLC                                06-50294
   A&K Destinations, LLC                            06-50295
   A&K Luxury Automobiles, LLC                      06-50296
   Bermuda Cliffs, LLC                              06-50297
   Private Retreats II, LLC                         06-50298
   Private Retreats Nevis, LLC                      06-50299
   Distinctive Retreats II, LLC                     06-50300
   Legendary Retreats, LLC                          06-50301
   Private Retreats Casa Dorada, LLC                06-50302
   Private Retreats Summit, LLC                     06-50303
   P180, LLC                                        06-50304
   DR Cerezas, LLC                                  06-50305
   Preferred Brokerage, LLC                         06-50306

In accordance with the terms of the Liquidation Plan, before the
Effective Date, all of the Debtors, except DR Abaco, were merged
into Complete Retreats.  DR Abaco, which owns real property in
the Bahamas, was not dissolved to facilitate the sale of the
Bahamas property by the liquidating trust created under the Plan.

The Plan became effective on December 31, 2007, and all aspects
of the Debtors' bankruptcy cases, except for the cases of
Complete Retreats and DR Abaco, have been fully administered,
according to Jeffrey K. Daman, Esq., at Dechert, LLP, in
Hartford, Connecticut.

No further actions under the Plan are required of the Debtors,
and in fact, none of them continue to exist as corporate
entities, Mr. Daman says.  Thus, he asserts that entering a final
decree for all of the Debtors other than Complete Retreats and DR
Abaco, and closing the 61 bankruptcy cases, effective as of the
Effective Date, is warranted and justified and will benefit the
Debtors, their estates, their creditors, and other
parties-in-interest.

Mr. Daman informs Judge Shiff that the Liquidating Trust has not
yet completed distributions pursuant to the Plan.

                    About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  
Michael J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.

(Complete Retreats Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CROWN HOLDINGS: Earns $343 Million in 2007 Fourth Quarter
---------------------------------------------------------
Crown Holdings Inc. reported net income from continuing operations
of $343.0 million for the fourth quarter ended Dec. 31, 2007,
compared to net income from continuing operations of
$168.0 million in the fourth quarter of 2006.

Included within net income from continuing operations in the 2007
fourth quarter is a net gain of $324.0 million.  The net gain
reflects a $479.0 million benefit related to the reversal of
valuation allowances on the company's U.S. deferred tax assets
partially offset by a net charge of $7.0 million to settle retiree
medical litigation and a supplier dispute, a $29.0 million net
charge for asbestos, a $5.0 million net charge related to
restructuring actions and a $114.0 million net impairment charge,
primarily to write-off goodwill.  

In the 2006 fourth quarter, the company recorded a net gain of
$146.0 million to record gains on sales of assets and the reversal
of a tax balance in comprehensive income, partially offset by
provisions for asbestos, the remeasurement of foreign currency
exposures and an impairment charge recorded in the company's
plastic bottle joint venture.

Net sales in the fourth quarter increased to $1.87 billion, an
11.6% increase over the $1.68 billion in the fourth quarter of
2006.  The increase in sales was attributable to higher sales unit
volumes, the pass-through of higher raw material costs and
favorable foreign currency translation.

Fourth quarter gross profit rose 7.5% to $214.0 million over the
$199.0 million in the 2006 fourth quarter.  As a percentage of net
sales, gross profit was 11.4% in the fourth quarter compared to
11.9% in the same quarter last year.  The decline in percentage
margin was attributable to the impact of passing through higher
raw material costs partially offset by stronger sales unit
volumes, increased operating efficiencies and productivity gains.

Selling and administrative expense in the fourth quarter was
$100.0 million compared to $84.0 million in last year's fourth
quarter.  The increase reflects a higher accrual for incentive
compensation costs, foreign currency translation and general
inflationary increases.

Segment income, a non-GAAP measure defined by the company as gross
profit less selling and administrative expense, was $114.0 million
in the fourth quarter after the settlement charges of
$7.0 million, down $1.0 million or 0.9% compared to the
$115.0 million in the 2006 fourth quarter.  Segment income as a
percentage of net sales was 6.1% in the fourth quarter of 2007
compared to 6.9% in the fourth quarter of 2006.  Excluding the
settlement charges, segment income in the fourth quarter of 2007
was $121.0 million or 5.2% greater than the fourth quarter of
2006.

Commenting on the results, John W. Conway, chairman and chief
executive officer, stated, "We are very pleased with our overall
2007 performance.  Worldwide volumes were good despite the impact
of poor weather on our European food can business.  Our
significant beverage can growth initiatives in emerging markets
remained on plan and delivered increasingly positive
contributions.  Importantly, in 2007, the company improved gross
profit by more than 15.0% and generated strong free cash flow.
Looking ahead, we expect the positive momentum to continue in
2008."

Interest expense in the fourth quarter was $86.0 million compared
to $76.0 million in the fourth quarter of 2006.  The increase
reflects the impact of higher average short-term borrowing rates
and foreign currency translation.

During the fourth quarter of 2007, the company determined that it
considered it more likely than not that the majority of its U.S.
deferred tax assets would be realized through future income from
operations.  Accordingly, an income tax benefit of $479.0 million  
was recorded for the reversal of previously established valuation
allowances.  The reversal of the valuation allowance has no impact
on taxes paid. In the 2006 fourth quarter, the company recorded an
income tax benefit of $121.0 million related to the reversal of a
previously established adjustment to accumulated comprehensive
income arising from the company's U.S. minimum pension liability.

Net debt decreased by $435.0 million from Sept. 30, primarily as a
result of the reduction in working capital during the fourth
quarter.  Net debt at Dec. 31, 2007, was $2.98 billion,
$154.0 million lower than the Dec. 31, 2006, level as free cash
flow for 2007 more than offset common share repurchases of
$118.0 million and foreign exchange translation on net debt of
$89.0 million.

                        Full Year Results

For 2007, net sales rose to $7.73 billion, up 10.7% over the
$6.98 billion in 2006.  The increase reflects higher sales unit
volumes, the pass-through of higher raw material costs and foreign
currency translation.  Approximately, 73.0% of net sales were from
outside the United States in 2007 compared to 72.0% in 2006.

Gross profit for the year of $1.03 billion, or 13.3% of net sales,
increased 15.1% compared to $892.0 million of gross profit, or
12.8% of net sales for 2006.  The increase was driven by stronger
sales unit volumes, increased operating efficiencies and
productivity gains.

Selling and administrative expense for 2007 was $385.0 million
compared to $316.0 million in 2006.  The increase is attributable
to a higher accrual for incentive compensation costs, foreign
currency translation and general inflationary increases.

Segment income in 2007, after the $7.0 million charge to settle
retiree medical benefits and a supplier dispute, increased 11.5%
to $642.0 million over the $576.0 million in 2006.  Segment income
as a percentage of net sales was 8.3% in 2007 compared to 8.2% in
2006.  Excluding the settlement charges, segment income for 2007
grew to $649.0 million and was 12.7% over 2006 segment income.

Interest expense was $318.0 million in 2007 compared to
$286.0 million in 2006.  The increase reflects higher average
short-term borrowing rates and foreign currency translation in
2007 compared to 2006.

For 2007, the company reported net income from continuing
operations of $545.0 million, compared to net income from
continuing operations of $342.0 million in 2006.

                       Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$7.00 billion in total assets, $6.96 billion in total liabilities,
and $37.0 million in total shareholders' equity.

                   About Crown Holdings Inc.

Based in Philadelphia, Pennsylvania, Crown Holdings Inc. (NYSE:
CCK) -- http://www.crowncork.com/-- through its subsidiaries, is  
a supplier of packaging products to consumer marketing companies
around the world.

                          *     *     *

Crown Holdings still carries Fitch's 'B+' long term issuer default
rating assigned on July 18, 2006.  Outlook is Stable.


DANKA BUSINESS: Dec. 31 Balance Sheet Upside Down by $354.2 Mil.
----------------------------------------------------------------
Danka Business Systems PLC reported a net loss of $0.8 million for
three months ended Dec. 31, 2007, compared to the previous year of
the same quarter's net loss of $5.5 million. For nine months ended
Dec. 31, 2007, net loss was $20.1 million compared to revenues of
$12.1 million of nine months ended Dec. 31, 2006.

The company's balance sheet, as of Dec. 31, 2007, reflected total
assets of $233.5 million, total liabilities of $255.1 million and
a shareholder's deficit of $354.2 million.

For the quarter ended Dec. 31, 2007, the company's income
statement also showed total revenues of $108.2 million,  2.4%
higher compared to $105.6 million of quarter ended Dec. 31, 2006.  
For the nine months ended Dec. 31, 2006, total revenues were at
$319.7 million, down 5.1%, compared to $336.9 of fiscal 2006.

Operating earnings from continuing operations of $600,000 in the
fiscal year 2008 third quarter ended Dec. 31, 2007, compared with
a loss of $1.0 million in the comparable fiscal year 2007 quarter.  
For the nine months ended Dec. 31, 2007, the company reported
operating earnings from continuing operations of $3.2 million,
compared with a loss of $4.1 million in the prior year period.    

"Third quarter results again reflect some of the structural
changes occurring in the marketplace." A.D. Frazier, Danka's
chairman and chief executive officer said.  "For example, we
continue to see conversions from analog to digital that, at least
initially, serve to reign in service revenue."  

"However, we posted solid gains in hardware sales, and are
beginning to realize the full benefits of our financial
restructuring and related cost-reduction measures," Mr. Frazier
added.

"We have also achieved significant organizational enhancements as
a result of realigning our business into one unified organization
in late 2007," Mr. Frazier continued.  "Our focus on training and
customer satisfaction strategies continues unabated."

"Vendors, in particular, have been strong supporters of this
effort," Mr. Frazier concluded.  "Additionally, our recently
announced strategic relationship with Konica Minolta is
progressing favorably."

                       About Danka Business

Headquartered in St. Petersburg, Florida, Business Systems PLC
(OTCBB: DANKY) -- http://www.danka.com-- provides document  
solutions, including office imaging equipment, software, support,
and related services and supplies in the United States.  It offers
office imaging products, services, supplies and solutions,
including digital and color copiers, digital and color
multifunction peripherals printers, facsimile machines and
software.  It also provides contract services, including
professional and consulting services, maintenance, supplies,
leasing arrangements, technical support and training, collectively
referred to as Danka Document Services.  The company's revenue is
generated from two primary sources: new retail equipment, supplies
and related sales, and service contracts.  Danka sells Canon
products, as well as Kodak, Toshiba and Hewlett-Packard.  On
Aug. 31, 2006, the company sold its subsidiary, Danka Australasia,
PTY Limited, to Onesource Group Limited. In January 2007, the
company disposed of its European businesses to Ricoh Europe B.V.


DAVID WALKER: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David E. Walker, Jr.
        Kim S. Walker
        P.O.Box 241892
        Little Rock, Arkansas 72223

Bankruptcy Case No.: 08-10716         

Chapter 11 Petition Date: February 5, 2008

Court: Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Sheila F. Campbell, Esq.
                  Sheila Campbell, P.A.
                  P.O. Box 34007
                  Little Rock, Arkansas 72203
                  Tel: (501) 374-0700

Estimated Assets: $500,001 to $1 million

Estimated Debts: $1,000,001 to $10 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
HPSC, INC.                       consignor or      $693,468
1 Beacon Street Floor 2          business loan
Boston, MA 02108

Sallie Mae Servicing             student loan      $438,620
1002 Arthur Dr.
Lynn Haven, FL 32444

Bank of American                 credit account    $47,181
P.O. Box 15726
Wilmington, DE 19886-5726

Bank of America, N.A.            loan              $43,566

Simmons First National Bank      business loan     $39,797

Bank of America, N.A.            credit account    $34,626

Simmons First National Bank      line of credit    $24,927

David E. Walker, Sr.             personal loan     $20,000

Simmons First National Bank      85400653          $19,786

American Express                 credit account    $18,984

Baptist Health Medical Center    medical expense   $2,256  

Sprint                           telephone bill    $657

University of Ark. for Medical   medical bill      $574

Arkansas Health Group            credit account    $537
Anesthesia     

Laboratory Corporation of        medical bill      $410
America

Emergency Doctors Group          medical bill      $236

Radiology Consultants of         medical bill      $171
Little Rock

The Surgical Clinic of Central   credit account    $134

AT&T                             telephone bill    $102


DOMAIN HOME: Great American Presents $5.2MM Bid; Auction Today
--------------------------------------------------------------
Domain Inc., will hold an auction today to sell substantially all
of its assets, William Rochelle at Bloomberg News reports.

Initial bids were due yesterday, Mr. Rochelle says.

The Boston Globe reports that Domain has named Great American
Group LLC as lead bidder.  Great American is offering $5.2 million  
to buy Domain Home's inventory and liquidate the furniture chain,
Boston Globe says.

Boston Globe also relates that Hudson Capital Partners LLC,
yesterday said it was considering bidding for Domain.  Hudson
Capital chief executive James Schaye has a minority stake in
Domain under another company known as Golden Acquisition, where he
serves as managing partner, Boston Globe says.

Great American would get a $120,000 break-up fee if Domain
ultimately sell its assets to another party, according to Boston
Globe.

Great American would pay about 64 cents on the dollar-cost value
of the Debtors' inventory, estimated at $8.5 million, and pay a
minimum of $75,000 to bring in additional goods to sell during the
liquidation and pay the ongoing cost to run the stores, Boston
Globe relates, citing Maura Russell, Esq., Dreier LLP, Domain's
counsel.

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing tomorrow to consider approval of any winning
bid, Mr. Rochelle says.

Certain owners or operators of regional retail shopping centers
leased by the Debtors have objected to the proposed sale of the
Debtors' assets.  The Taubman landlords want the Debtors to comply
with the use clause provision of their leases.  They point out
that the lease provisions preclude the Debtors from conducting any
auction, liquidation, going out of business, fire or bankruptcy
sales in the leased premises.  They also want the Debtors to cure
any existing defaults under the lease, as well as provide proof
that any assignee of the lease can adequately perform under the
contract and will not disrupt tenant mix.

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com -- http://www.domain-home.com/--  
operate a chain of 27 home furnishing stores across seven states
in the Northeast and Mid-Atlantic regions of the US, including
suburbs of major metropolitan markets such as Boston, New York,
Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.  
The Debtors have disclosed that $4,900,000 was outstanding on a
secured revolving credit loan.


EASTMAN KODAK: Earns $92 Million in 2007 Fourth Quarter
-------------------------------------------------------
Eastman Kodak Company reported earnings from continuing operations
of $92.0 million for the fourth fiscal quarter ended Dec. 31,
2007, versus a loss from continuing operations of $15.0 million in
the comparable period in 2006.

The company achieved $146.0 million in digital earnings for the
fourth quarter, driven by an expanded product portfolio,
intellectual property arrangements, and operational improvements,
resulting in strong full-year earnings performance across the
company's digital business units.  Earnings from continuing
operations before interest, other income (charges), net, and
income taxes were $130.0 million for the quarter.

"I am thrilled with our 2007 performance, as it is powerful
evidence that a new Kodak has emerged and is producing solid,
value-creating growth," said Antonio M. Perez, chairman and chief
executive officer, Eastman Kodak Company.  "We delivered another
strong quarter, and another strong year of earnings growth, and
met or exceeded every important goal that we set for ourselves.

"In addition, we successfully entered the $50 billion consumer
inkjet market and exceeded our first-year printer sales goal.
What's more, third-party data indicates that Kodak is enjoying a
30.0% price premium over the industry average.  Clearly, our value
proposition is resonating with consumers and they are willing to
pay a bit more for a Kodak printer because they know they will
save money every time they print.  Consumer inkjet is just one of
several new product introductions that are receiving positive
customer response. The more I see of them, the more optimistic I
am about their success."
   
Items of net expense impacting comparability in the fourth quarter
of 2007 totaled $28.0 million after tax.  The most significant
items were restructuring costs of $44.0 million after tax, net
gains on sale of property of $89.0 million after tax, impairment
of an investment of $46 million after tax, and various other tax-
related items totaling $25.0 million.  In the fourth quarter of
2006, items of net expense impacting comparability totaled
$158.0 million after tax, primarily reflecting restructuring costs
and tax valuation allowances.

Sales totaled $3.22 billion, an increase of 4.0% from
$3.11 billion in the fourth quarter of 2006.  Digital revenue
totaled $2.26 billion, a 15.0% increase from $1.97 billion in the
prior-year quarter.  Traditional revenue totaled $951.0 million, a
15.0% decline from $1.12 billion in the fourth quarter of 2006.

Gross Profit margin was 24.5% for the quarter, up from 23.8% in
the year-ago period, primarily attributable to lower costs from
manufacturing footprint reductions, intellectual property, and
foreign exchange, partially offset by increased commodity costs
and price/mix impacts.

Selling, General and Administrative expenses increased by
$48.0 million from the year-ago quarter, primarily reflecting the
company's investment in advertising to support new products,
including its consumer inkjet printing system.  As a result, SG&A
as a percentage of revenue was 16.0%, compared with 15.0% in the
year-ago quarter.

Net Cash Generation for the fourth quarter was $1.13 billion,
compared with $905.0 million in the year-ago quarter.  This
corresponds to net cash provided by operating activities from
continuing operations of $1.05 billion for the fourth quarter,
compared with $1.00 billion in the year-ago quarter.

The company's debt level stood at $1.60 billion as of Dec. 31,
2007, a $1.18 billion reduction from the 2006 year-end debt level
of $2.78 billion.

Kodak held $2.95 billion in cash and cash equivalents as of
Dec.  31, 2007, an increase of $1.488 billion from the year-ago
period.  

                        Full Year Results

The company's loss from continuing operations for 2007 was
$205.0 million, a $599.0 million improvement, from the 2006 level.
The favorable year-over-year change reflects a decrease in
restructuring charges, as the company completed the final year of
its corporate restructuring program.  It also reflects greatly
improved operational performance across all of the company's
businesses as well as reduced taxes and SG&A expenses versus the
prior year.

For the full year, the company delivered $176.0 million in digital
earnings, a $189.0 million improvement from the prior year,
significantly outpacing a $30.0 million year-over-year decline in
traditional earnings.  Earnings from continuing operations before
interest, other income (charges), net, and income taxes were
$130.0 million for the quarter and a loss of $230.0 million for
the year.

Sales totaled $10.30 billion, a decrease of 3.0% from
$10.57 billion in 2006.  

Net Cash Generation for the full year was $333.0 million, compared
with $365.0 million in 2006.  This corresponds to net cash
provided by operating activities from continuing operations of
$352.0 million for 2007, compared with $685.0 million in 2006.

"Our corporate restructuring is now over and Kodak is revitalized
and ready to grow," said Perez.  "We have a strong market position
in a significant number of very promising digital businesses, a
competitive operating structure, a powerful brand, and extremely
valuable intellectual property.  We are a new company with a
strong emphasis on sustaining profitable growth, and the talent
and resources necessary to achieve that goal.  This positions us
well for strong performance in 2008 and beyond."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$13.66 billion in total assets, $10.63 billion in total
liabilities, and $3.03 billion in total shareholders' equity.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Eastman Kodak Co. and removed the ratings from
CreditWatch, where it has been placed with negative implications
on Aug. 2, 2006.  The outlook is negative.


EL RIO PROFESSIONAL: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: El Rio Professional Plaza, LLC
        6870 West Highway 95, Suite 451
        Mohave Valley, AZ 86440

Bankruptcy Case No.: 08-01069

Chapter 11 Petition Date: February 5, 2008

Court: District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtor's Counsel: Daniel P. Collins, Esq.
                  Collins, May, Potenza, Baran & Gillespie
                  220 Chase Tower
                  201 North Central Avenue
                  Phoenix, AZ 85004-0022
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                                            Claim Amount
  ------                                               ---------
Loan Sevenstar                                         $632,305
(no address)

Far West Construction                                  $377,924
(no address)

Combs Construction Co., Inc.                           $254,395
P.O. Box 10789
Glendale, AZ 85318

Hoover Quality Homes, Inc.                             $144,979

Desert Resorts Development Group                        $24,840

Kevin J. Ott dba Canyon State                           $18,310

Arizona Stone - Design Center                           $18,284

Tri-Core Engineering                                    $15,794

John K. Hoover Law Office                               $15,110

Sevenstar Capital LLC                                    $5,269

Casino Discount Appliance                                $2,580

Stanley Consultants Inc.                                 $2,125


ENERGY FUTURE: CEO Confirms Support of The Carbon Principles
------------------------------------------------------------
"Energy Future Holdings is strongly supportive of The Carbon
Principles announced [Mon]day by Citi, JPMorgan Chase and Morgan
Stanley.  As the result of EFH's acquisition by an investor group
led by KKR, TPG and Goldman Sachs Capital Partners last October,
the company had already adopted and begun implementing the three
basic principles laid out [Mon]day," John F. Young, CEO of Energy
Future Holdings said.

   -- Energy Efficiency: EFH has committed $400 million over the
      next five years to energy efficiency/demand side management
      programs.

   -- Renewable and low carbon distributed technologies: EFH is
      the largest purchaser of wind power in the state of Texas
      and is committed to increasing that in the coming years.
      EFH also continues to reduce emissions, invest in new
      technologies, such as one process that turns carbon into
      ordinary bicarbonate soda, deploy broadband over power
      lines and install smart meters that will ultimately provide
      consumers with more tools to better manage and reduce their
      energy consumption.

   -- Conventional and advanced generation: EFH has begun the
      planning process for two Integrated Gasification Combined
      Cycle (IGCC) plants by issuing a request for proposals in
      December 2007.

"We look forward to leading the way here in Texas as we continue
fulfilling environmental commitments, like these, that were made
as the result of the merger transaction," Mr. Young concluded.

                     About Energy Future Holdings

Headquartered in Dallas, Texas, Energy Future Holdings Corp. fka
TXU Corp. (NYSE: TXU) -- http://www.txucorp.com/-- is an energy
holding company, with a portfolio of energy subsidiaries,
primarily in Texas, including TXU Energy, Luminant and Oncor.  
Luminant is a competitive power generation business, including
mining, wholesale marketing and trading, construction and
development operations.  Luminant has over 18,300 MW of generation
in Texas, including 2,300 MW of nuclear and 5,800 MW of coal-
fueled generation capacity.  Luminant is also the largest
purchaser of wind-generated electricity in Texas and fifth largest
in the United States.  Oncor is a regulated electric distribution
and transmission business that uses superior asset management
skills to provide reliable electricity delivery to consumers.  
Oncor operates a distribution and transmission system in Texas,
providing power to three million electric delivery points over
more than 101,000 miles of distribution and 14,000 miles of
transmission lines.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Fitch Ratings has published a credit analysis on Energy Future
Holdings Corp., formerly TXU Corp.  Fitch downgraded the long-term
Issuer Default Rating of TXU Corp. to 'B' from 'BB+' and took
various rating actions on its subsidiaries on Oct. 7, 2007.  The
Rating Outlook of EFH and its indirect subsidiaries is Stable.


ENVIRONMENTAL TECTONICS: PNC Waives Covenant Default Until May 31
-----------------------------------------------------------------
Environmental Tectonics Corporation has received an extension on
its credit agreement waiver, originally received Nov. 21, 2007,
from PNC Bank, National Association, which extends the waiver to
May 31, 2008.

This extension agreement requires ETC to deliver to PNC its
restated financial statements for the fiscal year ended Feb. 23,
2007 no later than May 31, 2008.

On July 31, 2007, ETC completed a refinancing of its indebtedness
with PNC in the aggregate amount of up to $15 million.  In
connection with the Refinancing, the company entered into a Credit
Agreement with PNC.

On Nov. 14, 2007, the audit committee of the board of directors of
the company, in consultation with management, determined that the
company would need to restate its issued consolidated financial
statements for prior periods, including the periods ended Nov. 24,
2006 and Feb. 23, 2007, due to errors in accounting with respect
to accounts receivable related to the carrying value of a claims
receivable booked in connection with a contract with the
Department of the Navy for a submarine decompression chamber
project.

                   Default due to Restatements

As a result of the proposed restatement, the company was in breach
of the representation and warranty contained in Section 7(a) of
the Credit Agreement with respect to its delivered financial
statements as set forth in the company's Annual Report on
Form 10-K for the fiscal year ended Feb. 23, 2007.

This breach constituted an Event of Default under the Credit
Agreement and related documents.  In addition, the proposed
restatement caused the company to be in breach of the Consolidated
Tangible Net Worth covenant set forth in the Credit Agreement.

Previously, PNC waived the financial statement default, and any
comparable default in respect of the company's financial
statements as of any prior fiscal period, provided that the
company delivered to PNC its restated financial statements for the
fiscal year ended Feb. 23, 2007, no later than Jan. 31, 2008.  PNC
also waived the net worth covenant default as of Feb. 23, 2007.

The Extension does not obligate PNC to grant any future extension
for the date on which the company must deliver its restated
financial statements for the fiscal year ended Feb. 23, 2007.

Additionally, on Jan. 30, 2008, the audit committee of the board
of directors of the company engaged Friedman LLP as the company's
registered public accounting firm for the company.

                  About Environmental Tectonics

Southampton, Pennsylvania-based Environmental Tectonics
Corporation (AMEX: ETC) -- http://www.etcusa.com/-- designs,    
develops, installs and maintains aircrew training systems
(aeromedical, tactical combat and general), disaster management
training systems and services, entertainment products, sterilizers
(steam and gas), environmental testing products, hyperbaric
chambers and related products for domestic and international
customers.


FIRST MAGNUS: Wells Fargo Funding to Block Plan Confirmation
------------------------------------------------------------
Wells Fargo Funding Inc. will appear before the U.S. Bankruptcy
Court for the District of Arizona today to block confirmation of
First Magnus Financial Corporation's chapter 11 plan of
liquidation, Bill Rochelle of Bloomberg News relates.

Wells Fargo argues that the Debtor's plan does not provide
treatment of a $3.8 million money, with which its $20,000 claim as
loan servicer was "commingled," Bill Rochelle reports.

Unless the Court decides on the proper ownership of the money in
which several parties have asserted claims, the Debtor's plan
should not be approved, Bill Rochelle says, citing Wells Fargo.  
Bill Rochelle notes of some 1,000 First Magnus employees who filed
a class action suit demanding payment of $7 million, an amount
that employees contend will not be paid under the Debtor's plan.

                       About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.  (First Magnus Bankruptcy News;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FITCH INVESTMENT: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fitch Investment Company, Inc.
        9509 North 134th East Avenue
        Owasso, OK 74055

Bankruptcy Case No.: 08-10192

Chapter 11 Petition Date: February 1, 2008

Court: Northern District of Oklahoma (Tulsa)

Judge: Terrence L. Michael

Debtors' Counsel: Scott P. Kirtley, Esq.
                  Riggs, Abney, Neal, Turpen, Orbison
                  502 West 6th Street
                  Tulsa, OK 74119-1016
                  Tel: (918) 587-3161
                  http://www.riggsabney.com/

Total Assets: $2,052,864

Total Debts:  $1,216,369

Consolidated Debtor's List of Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Equity                   credit                $10,444
P.O. Box 23029
Columbus, GA 31902

Advanta Bank Corp.             credit                $9,690
P.O. Box 8088
Philadelphia, PA 19101

Carter, Lewis N.               legal fees            $7,500
Doerner Saunders
320 South Boston, Suite 500
Tulsa, OK 74103

American Express               credit                $6,500

Capital One Bank               credit                $4,734


FOLEY SQUARE: Moody's to Review Ratings Due to Weak Credit Quality
------------------------------------------------------------------
Moody's Investors Service placed its rating of these notes issued
by Foley Square CDO 2007-1 Ltd. on review for possible downgrade:

Class Description: $17,000,000 Class D Floating Rate Deferrable
                   Senior Subordinate Notes Due 2014

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

Class Description: $21,500,000 Class E Floating Rate Deferrable
                   Subordinate Notes Due 2014

          -- Prior Rating: Ba2
          -- Current Rating: Ba2, on review for possible downgrade

Moody's explained that this rating action reflects deterioration
in the credit quality of the transaction's underlying collateral
pool, which consists primarily of corporate bonds, as well as the
negative action taken by Moody's on the insurance financial
strength rating of AMBAC Assurance Corporation, which acts as GIC
guarantor in the transaction.  On Jan. 16, 2008 Moody's placed its
rating of AMBAC Assurance Corporation on review for possible
downgrade.

Foley Square CDO 2007-1 Ltd. is a static synthetic CDO.  It was
originated in May 2007.


FORD MOTOR: Toyota & Ford Unaffected by Plastech's Bankruptcy
-------------------------------------------------------------
While Chrysler LLC said that it could close four of its U.S.
plants due to Plastech Engineered Products, Inc. and its debtor-
affiliates' failure to deliver component parts, Ford Motor Co. and
Toyota Motor Corp. said their automotive production won't be
affected by the auto-parts supplier's Chapter 11 filing.

Ford said that Plastech's Chapter 11 filing won't adversely
affect the auto maker's production, The Wall Street Journal
reports.  "We've had no impact," said Mark Fields, Ford's
President of the Americas.  "We anticipate, for the time being,
to be able to continue our production."

"We're not out shopping to take this business elsewhere
at this point," Mr. Fields told WSJ.

According to Reuters, Toyota said it continues to receive parts
from Plastech.  "We have had no interruption in supplies," Mike
Goss said.  "Plastech has told us that they will continue
production and we will monitor the situation closely."

As previously reported, Chrysler terminated its supply contracts
with Plastech.  Chrysler has sought court permission to seize
certain equipment from Plastech's plants, so that it could
transfer production of its parts to an alternate supplier.  It
warned that absent the transfer, it will lose production of
approximately 500 end-item parts, halting the production of its
entire corporate fleet of vehicles.

Plastech's major customers include General Motors, Ford
Motor Company, and Toyota.

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier   
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)

                        About Ford Motor

Based 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.


FOREST CITY: Expands Bank Credit Facility to $750 Million
---------------------------------------------------------
Forest City Enterprises Inc. has expanded its bank credit facility
to $750 million by exercising the accordion feature of its
existing revolving credit agreement.

The expansion represents a $150 million increase in the
availability of the company's credit facility while maintaining
the existing interest rate structure.  The transaction enhances
Forest City's liquidity and financial flexibility, which will be
instrumental in the continued development and acquisition of
quality real estate assets.  As of the Jan. 31, 2008 fiscal year-
end, there were no net borrowings under the credit facility.

"This increased liquidity -- even in the face of stressed credit
markets -- speaks to our ability to fund our robust development
pipeline and to selectively and strategically take advantage of
opportunities in the market," Charles A. Ratner, president and
chief executive officer, said.  "The expanded credit also reflects
continuing support from our corporate bank group and the trust-
based relationship we have with these institutions, including two
additional banks that are new to our group with this expansion."

The $120 million of the accordion feature closed on Dec. 20, 2007,
and the remaining $30 million closed on Jan. 31, 2008.  The
expansion was made possible by increases in lending commitments by
existing and new members of the company's 14-member bank group.

                  About Forest City Enterprises

Headquartered in Cleveland, Ohio, Forest City Enterprises, Inc. is
a $5.9 billion NYSE-listed real estate company.  The Company is
principally engaged in the ownership, development, acquisition and
management of commercial and residential real estate throughout
the United States.  The Company's portfolio includes interests in
retail centers, apartment communities, office buildings and hotels
in 20 states and the District of Columbia.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+' issuer
credit and 'BB-' senior unsecured ratings on Forest City
Enterprises Inc.  The rating affirmations affect $837.5 million in
rated senior notes.  The outlook remains stable.


FORTUNOFF: Asks Court Approval to Hire Skadden Arps as Counsel
--------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates seek the Court's authority to employ Skadden, Arps,
Slate, Meagher & Flom LLP, as their bankruptcy counsel, effective
as of Feb. 4, 2008.

Arnold Orlick, chief executive officer of Source Financing Corp.,
tells the Court that the Debtors selected Skadden Arps because of
the firm's experience and knowledge in the field of debtors' and
creditors' rights and business reorganizations under Chapter 11 of
the Bankruptcy Code.

The Debtors believe that continued representation by Skadden Arps
as their restructuring and bankruptcy counsel is critical to the
Debtors' efforts to restructure their business, Mr. Orlick notes.

Pursuant to an engagement agreement the Debtors entered into with
Skadden Arps on Jan. 24, 2008, the firm, under a general retainer,
is expected to, among other things:

   (a) advise the Debtors with respect to their powers and duties
       as debtors and debtors-in-possession, in the continued
       management and operation of their business and properties,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

   (b) represent the Debtors in their efforts to restructure
       their financial affairs and capital structure, and to sell
       their assets;

   (c) represent and advise the Debtors in relation to strategic,
       corporate transactional and financial matters;

   (d) prepare administrative and procedural applications and
       motions, and making the necessary Court appearances for
       the sound conduct of the Debtors' bankruptcy proceedings;

   (e) prosecute and defend litigation that may arise during the
       course of the Debtors' bankruptcy cases;

   (f) consult with the Debtors concerning and participating in
       the formulation, negotiation, preparation and filing of
       one or more plans of reorganizations and disclosure
       statements; and

   (g) take all steps necessary and appropriate to bring the
       Debtors' cases to a conclusion.

Mr. Orlick discloses that with respect to restructuring matters,
the Debtors initially paid Skadden Arps $600,000, to be held as
on-account cash for the advance payment of prepetition
professional fees and expenses incurred by the firm.  The
remaining balance would become an evergreen retainer for
professional fees and expenses incurred and charged by Skadden
Arps, in its representation of the Debtors, commencing on the
bankruptcy filing.

According to Mr. Orlick, the Debtors have also paid Skadden Arps
an initial replenishment of the On-Account Cash, for $600,000.

For professional services rendered to the Debtors, Skadden Arps
will be paid its hourly rates under a bundled rate structure
range:

   Professional                    Hourly Rate
   ------------                    -----------
   Partners and Of-counsel         $680 - $950
   Counsel and Special Counsel     $640 - $765
   Associates                      $340 - $625
   Legal Assistants                $170 - $265

The hourly rates under the bundled rate structure are designed to
compensate Skadden Arps fairly for the work of its attorneys and
legal assistants, and to cover fixed and routine overhead expenses
incurred by the firm.  

The Debtors understand that Skadden Arps will implement periodic
adjustments to rates, commencing on Sept. 1, 2008, Mr. Orlick
tells the Court.

Sally McDonald Henry, Esq., a member of Skadden Arps, assures the
Court that her firm is a "disinterested person," as the term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Skadden, Arps, Slate, Meagher & Flom LLP
         Four Times Square
         New York, NY 10036
         Tel: (212) 735-3000
         Fax: (212) 735-2000/1
         http://www.skadden.com/

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since 1922  
founded by by Max and Clara Fortunoff.  Fortunoff offers customers
fine jewelry and watches, antique jewelry and silver, everything
for the table, fine gifts, home furnishings including bedroom and
bath, fireplace furnishings, housewares, and seasonal shops
including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affilites, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC --
http://www.nrdcequity.com/-- is a private equity firm that owns  
of Lord & Taylor from Federated Department Stores.  Sally M.
Henry, Esq., and Shana Elberg, Esq., at Skadden, Arps, Slate,
Meagher & Flom represents the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
assets and debts between $100 million to $500 million.  (Fortunoff
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FREMONT GENERAL: Moves Headquarters from Santa Monica to Brea
-------------------------------------------------------------
Fremont General Corporation, doing business primarily through its
wholly-owned bank subsidiary, Fremont Investment & Loan, said
Monday that it has changed the location of the company's principal
executive office from Santa Monica, California to FIL's corporate
headquarters in Brea, California, effective Feb. 1, 2008.

The company's new address is 2727 East Imperial Highway, Brea,
California 92821.  The phone number is (714) 961-5000 and the fax
number is (714) 961-7515.

                      About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial  
services holding company which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007
Fitch Ratings downgraded Fremont General Corp.'s Long-term issuer
default rating to 'CC' from 'CCC' and long-term senior debt to
'C/RR6' from 'CC/RR5'.  At the same time, Fitch affirmed Fremont
General Corp.'s short-term IDR at 'C', individual rating at 'E',
support rating at '5', and support floor at 'NF'.


FREMONT GENERAL: S&P Junks Long-term Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Fremont General Corp. to 'CCC+' from
'B-'.  At the same time, S&P removed its ratings on Fremont from
CreditWatch Developing, where they were placed on May 22, 2007,
and placed on them on CreditWatch Negative.
      
"The downgrade reflects our view that liquidity at the holding
company has deteriorated substantially," said Standard & Poor's
credit analyst Adom Rosengarten.

Although liquidity remains strong at the bank level, S&P believes
that the provisions of the cease-and-desist order, restricting
dividends from the bank to the holding company during the past
year, have resulted in greatly decreased liquidity levels at the
parent company.  At this point, S&P has concerns about the
parent's ability to meet its debt obligations, given S&P's
assessment of its reduced cash holdings.
     
The CreditWatch Negative placement reflects the continued risk
that is present at the holding company level because of the
ongoing restrictions of the cease-and-desist order.  If the order
is lifted in the near term, or if Fremont works out an arrangement
with regulators, allowing for cash-flow transfer between the bank
and the holding company to service its debt, S&P would view this
as a positive ratings factor.  On the other hand, if the order
remains in place for an extended period with its current
restrictions, the company could be downgraded further.


GAINEY CORP: Moody's Junks Rating on High Default Probability
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Gainey Corporation to Caa1 from B3 following the
February 1st amendment to the company's first lien credit
facility.  The ratings outlook remains negative.  Among other
changes, the amendment waives events of default that had occurred
for the Sept. 30, 2007 compliance reporting period, shortens the
credit facility maturity to June 2009, and reduces the revolving
credit facility commitment size to $25 million from $50 million.   
In addition to the lower corporate family rating, these ratings
changes have occurred:

  -- Probability of Default rating: to Caa2 from Caa1

  -- First lien revolving credit facility and term loan: to Caa1
     LGD 3 from B3 LGD 3

The downgrades and negative outlook reflect a higher probability
of default due to Gainey's weaker liquidity profile following the
credit agreement amendment coupled with an expectation of sluggish
demand for truckload freight services.  In addition to the
aforementioned amendment terms, prepayments of $12.5 million are
now required on the facility's $210 million term loan, the
facility's interest rates have increased, an excess cash sweep
provision has been put in place and the bank group has appointed
an advisory firm to participate in Gainey's day-to-day management.   
Although financial covenant ratio test levels have been expanded
to accommodate weak earnings, expected compliance headroom of the
revised covenant test levels should be modest and the test levels
will tighten after the first quarter of 2008.  Moody's anticipates
weak near term demand for trucking services which will pressure
Gainey's operating performance.

The Caa1 corporate family rating reflects Gainey's position as a
modestly-sized, asset-heavy truckload operator with a operating
ratio that generates a level of EBIT insufficient to cover
interest.  With annual revenues of about $400 million, Gainey is
about one-third the size of the next larger, rated truckload
company.  Although the flexibility of the owned-asset model,
whereby excess equipment can be sold to reduce debt, helps support
the rating, this attribute does not assure a level of debt
reduction sufficient to outpace earnings declines and to maintain
compliance with financial covenants during cyclical troughs.

Moody's notes that the February 1st credit facility amendment may
enable the company to navigate through weak demand in 2008,
maintain access to its revolving credit facility and to meet debt
service requirements.  The company will now be required to
significantly limit near term capital spending and be required to
prepay credit facility debt should assets be sold or equity
capital be contributed.  Moreover, Moody's anticipates that should
operating performance not materially deteriorate, free cash flow
before assets sales should cover the $12.5 million term loan
prepayments required through the first quarter of 2009.

Moody's considers Gainey's liquidity to be weak.  Approximately
$20 million of revolver-backed letters of credit are outstanding
and cash on hand will be approximately $3 million, leaving an $8
million liquidity cushion.  However, Moody's does not anticipate
that material borrowings on the $5 million of revolving credit
facility availability will be required.  The prospect of
additional relief from covenants weighs on the liquidity profile
as does the company's fully encumbered asset base.

The negative ratings outlook could stabilize if the company's
liquidity position were to improve. Conversely, the ratings could
be further downgraded if the liquidity profile were to further
weaken, if additional covenant breaches were to occur, or if, in
Moody's view, the value of Gainey's assets were to materially
decline.

Gainey Corporation, headquartered in Grand Rapids, Michigan,
provides truckload transportation services, primarily through its
owned fleet, throughout the continental U.S. and certain provinces
of Canada.


GEORGIA SOD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Georgia Sod, L.L.C.
        11 Franklin Road
        Newnan, Ga 30263

Bankruptcy Case No.: 08-10322

Type of Business: The Debtor is a landscape contractor.

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Christopher S. Strickland, Esq.
                  Levine, Block & Strickland, L.L.P.
                  Suite 2270
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 231-4567
                  Fax: (404) 231-4618

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


GLOBAL MOTORSPORT: Gets Initial OK to Access Styx's DIP Facility
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved, on an interim basis, a request by Global Motorsport
Group Inc. and its debtor-affiliates to obtain postpetition
secured financing from Styx Partners LP and other financial
institution, until March 13, 2008.

Abelco Finance LLC will act as DIP agent while Chrome Europe Ltd.
and Custom Chrome Far East Ltd. as guarantors for Styx Partners.

The Debtors tell the Court that they have an urgent need for
additional funding to operate their businesses, pay professional
fees and fund their working capital needs.

The Debtors say that Styx and Abelco have agreed to lend up to
$3,500,000 and, on the interim, up to $2,500,000 in revolving
credit.  The DIP loan, the Debtor adds, will incur interest rate
equal to the reference rate plus 1% and to mature on or before
March 13, 2008.

As adequate protection, the Debtors granted the lenders
superpriority administrative expenses and prepetition first
priority liens and security interests in substantially all of the
Debtors' assets.

A final hearing will be held Feb. 19, 2008, at 1:30 p.m., to
consider approval of the Debtors' request.

Objections, if any, must be filed on or before Feb. 14, 2008.

                         Credit Agreement

Under an amended and restated credit agreement, Abelco Finance
made certain loans to the Debtors, including:

   -- $30 million Revolving Loan;
   -- $34 million Term B Loan;
   -- $15 million Term D Loan; and
   -- $10 million Term E Loan.

As of Jan. 31, 2008, $138,357,024 remains outstanding under the
agreement.

                     About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- are dealers of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The company and three of its affiliates
filed for protection on Jan. 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  The Debtors selected Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.  The U.S. Trustee
for Region 3 has yet to appoint creditors to serve on an Official
Committee of Unsecured Creditors in these cases.  When the Debtors
filed for protection against their creditors, it listed assets
between $50 Million to $100 Million and debts between $100 Million
to $500 Million.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Four Cert. Classes
----------------------------------------------------------------
Fitch has upgraded GMAC commercial mortgage pass-through
certificates, series 2002-C3, as:

  -- $9.7 million class G to 'AA+' from 'AA';
  -- $9.7 million class H to 'AA-' from 'A+';
  -- $18.5 million class J 'A-' from 'BBB+'.

Fitch also affirmed these classes:

  -- $107.5 million class A-1 at 'AAA';
  -- $406.4 million class A-2 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA'.
  -- $29.2 million class B at 'AAA';
  -- $11.7 million class C at 'AAA';
  -- $18.5 million class D at 'AAA';
  -- $11.7 million class E at 'AAA';
  -- $9.7 million class F at 'AAA';
  -- $8.7 million class K at 'BBB';
  -- $5.8 million class L at 'BBB-';
  -- $4.9 million class M at 'BB+';
  -- $3.9 million class N at 'BB';
  -- $2.7 million class O-1 at 'B+';
  -- $1.2 million class O-2 at 'B'.

Fitch does not rate $17.3 million class P.

The rating upgrades reflect the increased credit enhancement due
to loan payoffs, scheduled amortization and the additional
defeasance of 4 loans (2.8%) since Fitch's last rating action.  In
total, twenty-four loans (29.2%) have defeased, including three
(9.5%) of the top five loans.  As of the January 2008 distribution
date, the pool has paid down 12.9% to $677.0 million from
$777.4 million at issuance.

There is currently one asset (2.3%) in special servicing.  The
asset is a multifamily property consisting of 10 buildings of
primarily student housing located in Talahassee, Florida that is
currently real estate owned.  The special servicer continues to
market the property for sale.  The property was 90% occupied as of
November 2007.  Losses on this asset are expected to be absorbed
by the non-rated class P.

The largest Fitch loan of concern (1.4%) is secured by a 170-unit
hotel property located in New Orleans, Louisiana.  The property
suffered damage as a result of Hurricane Katrina and repairs have
been completed.  The hotel is located directly across the street
from the New Orleans Convention Center and the master servicer
expects performance to improve in 2008 as a result of early
bookings.  As of November 2007, the property was 57% occupied.

No loans are scheduled to mature in 2008 and the weighted average
interest rate of the remaining non-defeased loans is 6.46%.


GMAC LLC: Financial Unit Posts $724MM Net Loss in Fourth Qtr.
-------------------------------------------------------------
GMAC Financial Services reported a 2007 fourth quarter net loss of
$724 million, compared to net income of $1 billion in the fourth
quarter of 2006.  

The effect on Residential Capital LLC from the continued
disruption in the mortgage, housing and capital markets was the
primary driver of adverse performance.  Affecting results in the
quarter were higher credit provision as a percent of assets,
market driven valuation adjustments and increased funding costs at
the company.

Several significant items are reflected in results for the fourth
quarter of 2007, including:

   -- $563 million consolidated gain on the repurchase and
      retirement of ResCap debt, of which $521 million was
      recognized at ResCap and $42 million was recognized at
      GMAC;

   -- $438 million gain related to the sale of residual cash
      flows and the deconsolidation of several on-balance sheet
      securitization structures, which included $281 million of
      current period provision - the effect of this was an in-
      period net benefit of $157 million;

   -- $131 million restructuring charge.

Comparisons to the fourth quarter of 2006 are affected by a $791
million gain related to GMAC's conversion to a limited liability
company and a $570 million capital gain related to rebalancing the
insurance investment portfolio in that period.

                       Full Year Results

For the full-year 2007, GMAC reported a net loss of
$2.3 billion, compared to net income of $2.1 billion for the full-
year 2006.  Profitable results in the automotive and insurance
businesses were more than offset by a $4.3 billion loss at ResCap.

Comparisons of full-year results are affected by the fourth
quarter significant items previously noted well as goodwill
impairments of $455 million at ResCap in the third quarter
of 2007 and $695 million at Commercial Finance in the third
quarter of 2006.

"Losses in the fourth quarter decreased compared to the prior
quarter," Eric Feldstein, GMAC chief executive officer, said.   
"However, GMAC's performance throughout 2007 was severely affected
by the ongoing challenges in the mortgage, credit and capital
markets.  As a result, 2007 was a year of significant
transformation for the organization -- driving aggressive
actions designed to reduce risk, streamline operations and
rationalize our cost structure.  Steps taken included reducing the
balance sheet by $40 billion, bolstering liquidity, tightening
underwriting standards, significantly restructuring operations and
refocusing our business on core fundamentals.

"We believe the steps taken position the company for future
success," Mr. Feldstein concluded.
   
                     Liquidity and Capital

GMAC's consolidated cash and certain marketable securities were
$22.7 billion as of Dec. 31, 2007, up from $18.3 billion at Dec.
31, 2006.  Of these total balances, ResCap's consolidated cash and
cash equivalents were $4.4 billion at year-end, up from $2 billion
on Dec. 31, 2006.

During the fourth quarter, GMAC purchased in the open market $740
million of ResCap debt that was subsequently contributed to ResCap
and retired as a measure to support the capital position at the
mortgage unit.

As of Dec. 31, 2007, ResCap's equity base was $6 billion,
above the minimum tangible net worth requirements in its credit
facilities, and above the amount expected to be needed to support
its ongoing operations.

In addition, GMAC and ResCap may from time to time continue to
purchase outstanding GMAC or ResCap debt in open market
transactions or otherwise, as part of its liquidity and cash
management strategy.

                      Strategic Initiatives

GMAC and ResCap continue to investigate strategic alternatives
related to all aspects of ResCap's business.  These strategic
alternatives include potential acquisitions as well as
dispositions, alliances, and joint ventures with a variety of
third parties with respect to some of ResCap's businesses.

GMAC and ResCap are in various stages of discussions with
respect to certain of these alternatives, including, in some
cases, execution of confidentiality agreements, indications of
interest, non-binding letters of intent and other exploratory
activities such as preliminary and confirmatory due diligence and
conceptual discussions.

GMAC and ResCap also have engaged advisers to explore the sale of
certain parts of ResCap's operations.  There are no substantive
binding contracts, agreements or understandings with respect to
any particular transaction.  Further, there can be no assurances
that any of these strategic alternatives will occur, or if they
do, that they will achieve their anticipated benefits.

At Dec. 31, 2007, the company's total debt amounted to
$193.15 billion compared to $236.99 billion in 2006.

                         About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service placed GMAC LLC's Ba2 senior unsecured
rating on review for possible downgrade.  The action was in
response to GMAC's affirmation of support for Residential Capital
LLC, as disclosed in ResCap's Nov. 21, 2007 debt tender
announcement.  ResCap's ratings and outlook (Ba3 senior unsecured,
negative outlook) were not affected by the tender announcement or
this GMAC rating action.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Fitch Ratings has placed GMAC LLC and its related subsidiaries
'BB+' long-term Issuer Default Ratings on Rating Watch Negative.  
This action reflects the ongoing pressures in the company's
residential mortgage subsidiary, Residential Capital LLC (ResCap,
IDR 'BB+' by Fitch with Rating Watch Negative).


GMAC LLC: Moody's Downgrades Senior Unsecured Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of GMAC LLC to B1 from Ba3.  Separately, the senior unsecured
rating of Residential Capital LLC was downgraded to B2 from Ba3.   
The rating outlook for both firms is negative.  The GMAC rating
action is a result of Moody's downgrade of ResCap's ratings.

Since Dec. 21, 2007, the ratings of GMAC and ResCap had been
aligned at Ba3, reflecting Moody's view that GMAC would likely
provide support to ResCap and that such support could compromise
GMAC's stand-alone (ex-ResCap) credit profile.  During the fourth
quarter of 2007, GMAC did in fact provide support to ResCap, by
acquiring ResCap debt at a cost of approximately $740 million,
representing a substantial discount to par, and thereafter
contributing the debt to ResCap.  Upon retiring the debt, ResCap
recognized a $1.1 billion capital benefit that helped it avoid
breaching its minimum tangible net worth financial covenant.  In
Moody's view, GMAC's willingness to use its cash and capital for
this purpose diluted its own liquidity and capital positions.

GMAC's rating downgrade contemplates that the firm will likely
continue to provide capital support to ResCap in the near term,
primarily through similar open-market debt repurchases.  Moody's
has come to believe, however, that GMAC may have a limited
tolerance for supporting ResCap if ResCap's performance and
condition fail to meet management expectations for improvement
during the first half of 2008.  GMAC's further support of ResCap
could result in additional strains on its capital and liquidity
positions.  In relation to this, creditors' appetite to extend
credit to GMAC beyond current commitments could be affected by
GMAC's continued willingness to provide support to ResCap.

"Given GMAC's strategic importance to GM, we think that GMAC's
owners will not risk the firm's viability in its efforts to
stabilize ResCap," said Moody's analyst Mark Wasden.  "GMAC's B1
rating incorporates our expectation of the level of capital that
GMAC could be required to provide to ResCap during the first two
quarters of 2008, while ResCap confronts its operational issues.   
Beyond this horizon, we believe further support from GMAC to be
less certain, as continued underperformance on the part of ResCap
could signal a failure of the firm to regain solid footing" he
added.  

This perspective results in GMAC's B1 rating being positioned one-
notch above ResCap's B2 rating.

The negative rating outlook assigned to GMAC's rating incorporates
the continuing uncertainty regarding the extent and nature of the
support GMAC may provide to ResCap.  The negative outlook also
reflects other pressures on GMAC's stand-alone profile arising
from its association with ResCap, including higher borrowing costs
and potential constraints to its access to critical funding
support.  GMAC is also beginning to contend with deteriorating
asset quality measures, brought about by a less conducive credit
environment that could also have a deleterious effect on its
access to funding and its profitability.

Key GMAC strengths continue to be its valuable auto finance
origination and servicing franchise, its position of strength in
terms of its financing share of GM auto sales, and its diligent
liquidity and credit risk management practices.  Absent the ResCap
related stresses, GMAC's stand-alone profile could warrant a
slightly higher rating profile.  A significant constraint to
higher ratings, again setting ResCap aside, is the firm's high
stand-alone leverage and its continuing business risk
concentrations with lower-rated GM (CFR at B3).

GMAC LLC, based in Detroit, is a provider of retail and wholesale
auto financing, auto insurance and warranty products, and through
its wholly-owned subsidiary Residential Capital LLC, residential
mortgage products and services.  GMAC reported a preliminary 2007
fourth quarter consolidated net loss of $724 million.


H.A.Z 4: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: H.A.Z. 4, LLC
        dba Hotel Marquis & Suites
        34211 Pacific Highway South
        Federal Way, WA 98003

Bankruptcy Case No.: 08-30657

Type of Business: The Debtor operates hotels.

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of Texas (Houston)

Debtors' Counsel: Rakhee V. Patel, Esq.
                  Pronske & Patel
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  http://www.pronskepatel.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtor's List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Choice Hotel International     contract claim        $240,000
10750 Columbia Pike
Silver Spring, MD 20901-4447

Bank of America Line of Credit bank loan             $98,000
820 A. Street, Suite 200
Tacoma, WA 98402

Irwin Commercial Finance       lease                 $67,000
P.O. Box 6214
Indianapolis, IN 46206

Direct Energy                  utility               $40,173

American Hallmark Insurance    insurance             $27,447

Chase Auto Finance             lease payments        $26,985

Champion Energy                utility               $15,019

Dell Financial Services        lease                 $11,000

Houston Airport System         trade debt            $10,690

Nationwide Hospitality Inc.    trade debt            $8,899

World Cinema, Inc.             Utility               $8,345

Synexis                        trade debt            $8,316

JC Decoux Airport              trade debt            $5,541

Sunshine Distributors          trade debt            $5,253

Higgns Macormac & Lawji        attorney fees         $5,000

LG Home Services               trade debt            $3,750

Premium Assignment             insurance             $3,740
Corporation

Shell Fleet                    credit card           $2,399

Bank of America Visa Card      credit card           $2,329

Dell Business Credit           trade debt            $2,303


HORIZON LINES: Earns $10.7 Million in 4th Qtr. Ended December 31
----------------------------------------------------------------
Horizon Lines Inc. reported results for the fourth quarter and
full year ended Dec. 23, 2007.

Net income for the fourth quarter of 2007 was $10.7 million versus
net income of $10.6 million in the fourth quarter of 2006.

"The fourth quarter of 2007 brought to a close a year of many
accomplishments for Horizon Lines," Chuck Raymond, chairman,
president and chief executive officer of Horizon Lines, said.  
"Over the past year, we have managed to offset soft market
conditions in Puerto Rico and rising fuel costs by aggressively
managing costs and introducing valuable complementary services to
our customers.  Going forward, we will continue to execute on our
long term strategy of offering our customers innovative shipping
and logistics solutions to enhance our core service offerings. We
believe we are well positioned for continued growth and
profitability in our markets."

"2007 presented some challenges and opportunities for us," said
Mark Urbania, executive vice president and chief financial
officer.  "Despite the continuing soft market in Puerto Rico and
unprecedented increases in fuel prices, we were able to generate
net income and earnings per share that were in line with the 2006
fourth quarter and full year periods and our
expectations."

"These challenges were offset by improved cargo mix, a stable
rate environment in all three of our offshore markets, and the
benefits of our cost reduction efforts," Mr. Urbania related. "In
addition, our debt refinancing and $28.5 million share repurchase
in August of 2007 and our $50 million share buyback program
initiated in November, which is now complete, will significantly
benefit our shareholders in 2008 and beyond."

For the full year 2007, net income was $28.9 million compared to
net income of $72.4 million in 2006.  After adjustment to
exclude non-recurring loss on extinguishment of debt in 2007 and
2006, secondary offering expenses in 2006, and certain tax
adjustments in 2007 and 2006, adjusted net income was
$45.9 million in 2007 versus adjusted net income of $45 million in
2006.  

The company completed its $50 million share repurchase program
this past month.

"We completed a capital structure refinancing that is generating
significant benefits in terms of a lower cost of capital, improved
cash flow, enhanced flexibility and greater liquidity that will
allow us to take advantage of future growth opportunities," Mr.
Raymond continued.  "2007 also saw us accomplish a corporate
realignment that resulted in the creation of Horizon Logistics,
which will enable us to grow our fully integrated logistics
services offerings."

"We also successfully completed the first full year of our Horizon
EDGE process re-engineering and customer service program," Mr.
Raymond added.  "Horizon EDGE is delivering significant process
improvements that are benefiting our customers and associates,
while yielding cost savings that have met our internal targets and
have somewhat mitigated the softness in Puerto Rico.  In addition,
we successfully integrated the Hawaii Stevedores, Inc. and Aero
Logistics acquisitions, which have been earnings and cash flow
accretive since inception."

                         Balance Sheet

At Dec. 23, 2007, the company's balance sheet showed total assets
of $926.44 million, total liabilities $771.86 million and total
stockholders' equity $154.58 million.

                   About Horizon Lines Inc.

Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) -- http://www.horizon-lines.com/-- is a domestic   
ocean shipping and integrated logistics company comprised of two
primary operating subsidiaries.  Horizon Lines LLC operates a
fleet of 21 U.S.-flag containerships and 5 port terminals linking
the continental United States with Alaska, Hawaii, Guam,
Micronesia and Puerto Rico.  Horizon Logistics LLC offers
customized logistics solutions to shippers from a suite of
transportation and distribution management services designed by
Aero Logistics, information technology developed by Horizon
Services Group and intermodal trucking and warehousing services
provided by Sea-Logix.

                          *     *     *

Moody's Investor Services placed Horizon Lines Inc.'s long term
corporate family and probability of default ratings at 'B1' in
July 2007 with a stable outlook.  The ratings still hold today.


INTERSTATE LOGISTICS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Interstate Logistics, Inc.
        aka Interstate Intermodel, Inc.
        2220 74th Street
        North Bergen, NJ 07047

Bankruptcy Case No.: 08-12056

Chapter 11 Petition Date: February 5, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mount Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Staff Management Group                      $858,839
P.O. Box 5733
New Brunswick, NJ

Pro Handling System                         $362,159
88 King Street
Dover, NJ 07801

Ralph Giordano & Associates                 $205,307
30 North Street
Monticello, NY 12701

JG Associates Inc.                          $203,139

AMB Alliance Fund II                        $189,873

Prologis                                    $156,628

PJT Transport Inc.                          $132,245

21st Century Software                       $131,378

McRoberts Protection                        $129,397

Contract Freighters                          $85,581

N&D Transportation                           $80,312

Contract Leasing Co.                         $67,698

Local 99 Health & Wel.                       $57,436

World Packaging, Inc.                        $33,289

Labor Ready                                  $28,616

PSE&G - Newark                               $28,000

Meadowlands Employment                       $26,558

PSE&G - New Brunswick                        $23,793

HK Systems                                   $23,784

Foraker Oil Inc.                             $20,361


JENNIFER WEST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jennifer Diane West
        551 Eagle Watch Lane
        Osprey, FL 34229

Bankruptcy Case No.: 08-01410

Chapter 11 Petition Date: February 4, 2008

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Timothy W. Gensmer, Esq.
                  Timothy W. Gensmer, PA
                  2831 Ringling Boulevard
                  Suite 202-A
                  Sarasota, FL 34237
                  Tel: (941) 952-9377

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

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


JENNIFER WHALEN: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jennifer Ruth Whalen
        fka Jennifer Krizan
        685 Spring Street, Suite 198
        Friday Harbor, WA 98250

Bankruptcy Case No.: 08-10586

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Darrel B. Carter, Esq.
                  CBG Law Group PLLC
                  11100 Northeast 8th Street, Suite 380
                  Bellevue, WA 98004
                  Tel: (425) 283-0432

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                                           Claim Amount
  ------                                              ---------
Internal Revenue Service                               $180,000
P.O. Box 21126
Philadelphia, PA 19114

Bank of America                                        $157,782
P.O. Box 84448
Seattle, WA 98124

Key Bank                                               $126,055
P.O. Box 6418
The Lakes, NV 88901-6418

Ford Credit                                             $25,598

American General                                        $19,950

Master Marine Service, Inc.                             $16,433

American Express                                        $13,142

Target Stores                                           $10,286

Capital One                                              $5,364

Employment Security                                      $3,626

Johnson-Rountree Co, Inc.                                $2,605

Pool World                                               $1,888

Department of Labor & Industry                           $1,703

ACI Coatings                                             $1,458

Consolidated Irrigation District                           $826

Verizon Wireless                                           $519


KEITH CHANDLER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Keith Chandler
        869 East 217 Street
        Bronx, NY 10467

Bankruptcy Case No.: 08-10360

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Shmuel Klein, Esq.
                  Law Office of Shmuel Klein P.C.
                  268 Route 59
                  Spring Valley, NY 10977
                  Tel: (845) 425-2510
                  Fax: (845) 425-7362

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


KINETIC CONCEPTS: Earns $66.5 Million in 2007 Fourth Quarter
------------------------------------------------------------
Kinetic Concepts, Inc. reported net earnings of $66.5 million for
the fourth quarter ended Dec. 31, 2007, a 30.0% increase from
$51.3 million for the same period last year.  For the full year of
2007, net earnings were $237.1 million, up 21.0% from
$195.5 million for the prior year.

The company reported fourth quarter and full year 2007 total
revenue of $433.6 million and $1.61 billion, respectively, an
increase of 17.0% from the same respective periods of 2006.  
Foreign currency exchange movements favorably impacted total
revenue for the fourth quarter and full year of 2007 by 4.0% and
3.0%, respectively, compared to the corresponding periods of the
prior year.

During the third quarter of 2007, KCI completed a new
$500.0 million revolving credit facility due July 2012.  The
company recorded expenses of $4.5 million, net of income taxes,
related to the refinancing.

"For 2007, we strengthened our business fundamentals, resulting in
solid financial performance," said Catherine Burzik, president and
chief executive officer of KCI.  "For 2008, we've established an
experienced senior leadership team that is focused on executing
our strategic plans.  I am enthusiastic about the coming year."

Gross profit for the fourth quarter and full year of 2007 was
$213.9 million and $779.4 million, respectively, representing
increases of 21.0% from the same respective periods of the prior
year.  Gross profit margin for the fourth quarter of 2007 was
49.3% compared to 47.7% for the same period one year ago.  For the
full year of 2007, gross profit margin was 48.4%, up from 47.0%
for the same period of the prior year.  

Fourth quarter 2007 gross profit margin was favorably impacted by
lower selling costs, due primarily to a slower expansion of our
clinical sales force and lower marketing spending and a reduced
level of depreciation expense, as a percent of revenue, compared
to the prior-year period.

Research and development expenses for the fourth quarter and full
year of 2007 were $18.3 million and $50.5 million, respectively,
representing increases of 58.0% and 38.0%, respectively, from the
prior-year periods.  The fourth quarter increase was due primarily
to additional clinical research activities supporting new
indications and products while the full-year increase represents
the continued expansion of the company's clinical and product
research and development activities targeting new indications and
innovative products.  

During the fourth quarter and full year of 2007, KCI recorded
share-based compensation expense, before income taxes, totaling
$5.8 million and $23.7 million, respectively.

The effective income tax rate for the fourth quarter of 2007 was
34.0% compared to 34.7% in the prior-year period.  The effective
income tax rate for the full year of 2007 was 33.8% compared to
33.1% in 2006.  The increase in the 2007 effective income tax rate
was due primarily to the favorable resolution of certain tax
contingencies during the first half of 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.06 billion in total assets, $380.6 million in total
liabilities, and $677.0 million in total stockholders' equity.

                      About Kinetic Concepts

Headquartered in San Antonio, Kinetic Concepts Inc. (NYSE: KCI) --
http://www.kci1.com/--  designs, manufactures, markets and   
services a wide range of proprietary products that can improve
clinical outcomes and can help reduce the overall cost of patient
care.

                          *     *     *

To date, Kinetic Concepts Inc. still carries Moody's Investors
Service 'Ba2' corporate family and 'Ba2' bank loan debt ratings.  
Outlook is Positive.


LAKELAND COMMERCIAL: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Lakeland Commercial Partners, L.P.
        3118 Richmond Avenue, Suite 210
        Houston, TX 77098

Bankruptcy Case No.: 08-80055

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Lakeland Commercial Partners II, L.P.      08-80056
        Lakeland Commercial Partners III, L.P.     08-80057

Type of Business: The Debtors own and manages real estate.

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of Texas (Galveston)

Debtor's Counsel: Wayne Kitchens, Esq.
                  Hughes, Watters & Askanase
                  Three Allen Center
                  333 Clay, 29th Floor
                  Houston, TX 77002
                  Tel: (713) 759-0818
                  Fax: (713) 759-6834

Lakeland Commercial Partners, LP's Financial Condition:

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Lakeland Commercial Partners, L.P.; Lakeland Commercial Partners
II, L.P.; and Lakeland Commercial Partners III, L.P. did not file
a list of largest unsecured creditors.


LARRY GORIS: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Larry E. Goris
         Judith Ann Goris
         1000 South 950 West
         West Lafayette, IN 47906

Bankruptcy Case No.: 08-40058

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of Indiana (Hammond Division
       at Lafayette)

Judge: Robert E. Grant

Debtors' Counsel: Alfred E. McClure, Esq.
                  McClure & O'Farrell
                  987 South Creasy Lane
                  Lafayette, IN 47905
                  Tel: (765) 446-8228

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                                             Claim Amount
  ------                                                ---------
Sears                                                    $7,126
P.O. Box 182149
Columbus, OH 43218

True Neighbor of N Middl                                 $3,658
P.O. Box 31481
Tampa, FL 33631-3481

HSBC Card Services                                       $2,187
Bankruptcy Department
P.O. Box 5213
Carol Stream, IL 60197

PEFCU                                                    $1,459

Town of Otterbein                                        $1,422

Country Critter Care                                     $1,158

Sigma Medical Group                                        $840

Kyburz Auto Center                                         $470

Lafayette Rehabilitation Services                          $446

Wal Mart                                                   $365

DirectTV                                                   $293

Greg Ortman DDS                                            $280

Macy's                                                     $198

Greater Lafayette Health Services                          $150

Wells Fargo Financial                                      $148

Verizon North                                              $134

Chase Bank Card Services                                   $133

Lafayette Orthopaedic Clinic                                $60


LINEAR TECH: Dec. 30 Balance Sheet Upside-Down by $564.4 Million
----------------------------------------------------------------
Linear Technology Corporation's consolidated balance sheet at
Dec. 30, 2007, showed $1.41 billion in total assets and
$1.97 billion in total liabilities, resulting in a $564.4 million
total stockholders' deficit.

Net income of $93.8 million for the second quarter of fiscal 2008  
decreased $11.2 million or 10.7% from $105.0 million in the second
quarter of last fiscal year primarily due to the increase in net
interest expense as a result of the company's issuance of
convertible debt during fiscal year 2007.

During the December quarter the company's cash and short-term
investments balance increased $54.5 million net of spending
$32.1 million to purchase 1.0 million shares of its common stock.

Revenue for the second quarter of fiscal year 2008 increased 7.8%
or $20.9 million over $267.8 million in the second quarter of
fiscal year 2007.

Excluding charges related to stock-based compensation, second
quarter net income was $104.0 million, a decrease of $13.8 million
from the second quarter of fiscal year 2007.  

According to Lothar Maier, chief executive officer of Linear
Technology, "This marks the third consecutive quarter that the
company has sequentially grown revenues.  In the same time period
the company has grown EPS faster than revenues.  We are
pleased with the company's results as we have grown revenues,
sustained our margins, lowered our outstanding shares by 25.0%,
grown EPS and increased our quarterly dividend by 17%.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 30, 2007, are available for
free at http://researcharchives.com/t/s?27ce

                     About Linear Technology

Headquartered in Milpitas, California, Linear Technology
Corporation (NasdaqGS: LLTC) -- http://www.linear.com/-- is a  
manufacturer of high performance linear integrated circuits.  
Linear Technology products include high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModule(TM) products, and many other analog functions.


LIONEL LLC: Asks Court's Ok to Buy 50% Interest in Creative Trains
------------------------------------------------------------------
The Associated Press reports that Lionel LLC and minority owner
Neil Young have asked the permission of the U.S. Bankruptcy Court
for the Southern District of New York to buy out the rock star's
partner in Creative Trains Co., a company that designs the
wireless control system for Lionel LLC's model trains.

Creative Trains is co-owned by a Young family trust and Louis G.
Kovach.

According to The Associated Press, court papers filed Jan. 29,
2007, reveals that Mr. Kovach has agreed to sell his 50% stake in
Creative Trains for $650,000.  AP adds that as part of the deal,
Lionel has agreed to hire Mr. Kovach as a consultant for the next
three years for $50,000 a year.

The model train maker said it does not possess the in-house
technology to develop a new version of its operating system.

A hearing on Lionel's request is scheduled Feb. 21.

                         About Lionel LLC

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.

The Court gave the Debtor until March 31, 2008 to file its Chapter
11 plan of reorganization.


LOUIS JEAN-LOUIS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Louis Jeune Jean-Louis
        14229 Ashton Lane
        Riverside, CA 92508

Bankruptcy Case No.: 08-11109

Chapter 11 Petition Date: February 1, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Thomas E. Cummings, Esq.
                  32295 Mission Trail #280
                  Lake Elsinore, CA 92530
                  Tel: (951) 579-3210

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Esperanza Barrera           personal loan         $100,000
   641 Hazelwood Drive
   Oxnard, CA 93030


MACY'S INC: Division Consolidation Cues Elimination of 2,550 Jobs
-----------------------------------------------------------------
Macy's Inc. disclosed new initiatives to strengthen local market
focus and enhance selling service which, in combination with the
consolidation of three Macy's divisions, is expected to enable the
company to both accelerate same-store sales growth and reduce
expense.

"Improving sales and earnings performance requires innovation in
engaging our customer more effectively in every store, well as
reducing total costs," Terry J. Lundgren, Macy's Inc. chairman,
president and chief executive officer, said.  "We believe the
right answer is to reallocate our resources to place more emphasis
and talent at the local market level to differentiate Macy's
stores, serve customers and drive business.

"In essence, we plan to drive sales growth by improving our
knowledge at the local level and then acting quickly on that
knowledge. These moves will benefit our customers as well as our
shareholders," Mr. Lundgren added.  "In addition, we believe our
new strategies will speed up decision making and simplify the
process of working with our vendors."

                      Localization Initiatives

Called "My Macy's," a localization initiative was developed over
the past year based on customer research, as well as input from
Macy's store managers, senior division executives, merchandise
vendors and industry experts.  Its goal is to accelerate sales
growth in existing locations by ensuring that core customers
surrounding each Macy's store find merchandise assortments, size
ranges, marketing programs and shopping experiences that are
custom-tailored to their needs.

To maximize the results from My Macy's, the company is taking
action in certain markets that will:

   * Concentrate more management talent in local markets,
     effectively reducing the "span of control" over local
     stores;
    
   * Create new positions in the field to work with division
     central planning and buying executives in helping to
     understand and act on the merchandise needs of local
     customers;
    
   * Empower locally-based executives to make more and better
     decisions.

This new structure will be adopted for those geographic markets
that have been a part of Macy's North, Macy's Midwest and Macy's
Northwest as they are consolidated into Macy's East, Macy's South
and Macy's West.

Macy's locations in these markets will be grouped into 20 newly
formed districts of about 10 stores, compared with an average of
16 to 18 currently overseen by each regional manger.  Districts
will be based in cities including Chicago, Cincinnati, Cleveland,
Columbus, Detroit, Indianapolis, Kansas City, Minneapolis,
Pittsburgh, Portland, Oregon, St. Louis, Salt Lake City and
Seattle.

Each new district will have a manager and a small staff of store
merchandisers and planners.  These districts will report into
their divisions through new regional offices being established in
Chicago, Cincinnati, St. Louis and Seattle.

District-based executives will be empowered to make more local
decisions about space allocation, service levels and visual
merchandising, which the company believes will enhance execution.
Additionally, district-based planners will provide market-specific
intelligence to division planning offices.  More resources also
will be provided to local markets for special events and to
enhance customer service.

A total of approximately 250 new district and region positions
will be based in those local markets adopting the new model.  This
will double the number of management positions in the field in
these markets.

Merchandise localization will be supported by a series of new
systems and technology being rolled out in 2008 to all Macy's
divisions, including Macy's Florida, to facilitate more detailed
store-level execution and assortment planning.  In part, this will
allow merchants to more accurately assort each Macy's store with
items, brands, garment sizes and colors preferred by customers who
shop that specific location.

                Division Organization Consolidations

Effective immediately, the company will begin consolidating its
Minneapolis-based Macy's North organization into New York-based
Macy's East, its St. Louis-based Macy's Midwest organization into
Atlanta-based Macy's South and its Seattle-based Macy's Northwest
organization into San Francisco-based Macy's West.  The Atlanta-
based division will be renamed Macy's Central.  All store
locations will remain in place.

The consolidation of divisional central office organizations,
expected to be completed in the second quarter of 2008, will
affect approximately 950 positions at the Macy's North
headquarters offices in Minneapolis, 850 positions at the Macy's
Midwest headquarters offices in St. Louis, and 750 positions at
the Macy's Northwest headquarters offices in Seattle.

Executives in the Macy's North, Macy's Midwest and Macy's
Northwest central organizations will be considered for positions
in the new local market organization or for open positions
elsewhere in the company.  Employees laid off in this process will
be provided severance benefits and outplacement assistance.

The company's Miami-based Macy's Florida and New-York based
Bloomingdale's divisions are not affected.

                         Financial Aspects

The savings from the divisional consolidation process, net of the
amount invested in localization initiatives and increased store
staffing levels, are expected to reduce Macy's Inc.  SG&A expense
by approximately $100 million, beginning in 2009.  The partial-
year reduction in SG&A for 2008 is estimated at approximately
$60 million.

Macy's Inc. will take one-time pre-tax charges of approximately
$150 million in 2008 for expenses related to the division
consolidations.  This will include relocation assistance for
executives being assigned, well as severance and outplacement
assistance for displaced employees.  In addition, there will be a
slight negative impact on gross margin in the spring season as
inventories in the consolidated divisions are aligned.

                           2008 Guidance

In fiscal 2008, Macy's Inc. is assuming a continued challenging
economic environment through most of the year with some modest
improvement expected by the fourth quarter. Given the uncertain
macroeconomic environment, the company's range for same-store
sales guidance for 2008 is wider than usual: down 1% to up 1.5%.

Including this sales assumption and impact of the division
consolidations, Macy's Inc. is assuming earnings per share on a
diluted basis of $1.85 to $2.15, excluding one-time costs, for
fiscal 2008. Effective with 2008, the company has decided to no
longer provide quarterly sales or earnings guidance.

While the company still expects to reach its goal of increasing
EBITDA as a percentage of sales to the historic peak range of
14% to 15%, management does not believe it will do so in the 2008-
2009 time period because of the impact of lower-than-expected
sales growth in 2007 and 2008 due in large part to the
macroeconomic environment.

The company is budgeting capital expenditures of approximately
$1.1 billion in 2008.  Macy's Inc. expects to buy back its stock
in 2008, depending on market conditions.

                    Division Principal Changes

As part of the transition process, Jeffrey Gennette, chairman and
chief executive officer of Macy's Northwest, will relocate to San
Francisco as chairman and chief executive officer of Macy's West.
He will succeed Robert L. Mettler, who has agreed to postpone his
planned July retirement and will remain with Macy's Inc. as
president for special projects, reporting to vice chair Susan D.
Kronick.  In this position, Mettler will focus initially on
strategic development of the company's cosmetics business.

Mr. Gennette will lead the Macy's West principal team that will
continue to include Daniel H. Edelman, president and chief
operating officer, and Rudolph J. Borneo, vice chairman and
director of stores.  The new Macy's West division will incorporate
257 Macy's stores in 13 western states and Guam, with 2007 sales
of approximately $7 billion.

Robert B. Harrison, Macy's Northwest president and chief operating
officer, will remain in Seattle to supervise the transition and
later will be reassigned to a senior position within the company.

At Macy's North, Frank J. Guzzetta, chairman and chief executive
officer, and Robert M. Soroka, president and chief operating
officer, both will retire as they had previously planned in spring
2008.  Amy Hanson, Macy's North vice chairman and director of
stores, will remain in Minneapolis to supervise the transition and
later will be reassigned to a senior position within the company.

After the consolidation, Macy's East will be led by Ronald Klein,
chairman and chief executive officer, and Mark S. Cosby, president
and chief operating officer.  The consolidated Macy's East
division will incorporate 252 stores in 20 eastern and midwestern
states and Washington, D.C. with 2007 sales of approximately
$9 billion.

William P. McNamara, Macy's Midwest chairman and chief executive
officer, will remain with the company in a new role leading
development of future Macy's reinvent strategies, reporting to
Lundgren.  Brian L. Keck, president and chief operating officer of
Macy's Midwest, will remain in St. Louis to assist with the
transition.

After the consolidation, Macy's Central will be led by Edwin J.
Holman, chairman and chief executive officer, Andrew P. Pickman,
president and chief merchandising officer, and Michael G. Krauter,
vice chairman and director of stores.  The consolidated Macy's
Central division will incorporate 240 stores in 18 states with
2007 sales of approximately $5.3 billion.

All retail division chairmen, including Mssrs. Klein, Holman and
Gennette, will report to Mr. Kronick.

"Macy's Inc. has benefited from exceptional leadership at the
divisional level, and this will continue to be the case going
forward across the company.  Bob Mettler has been an exceptional
and highly effective leader at Macy's West, and we are fortunate
that he will remain with the company to provide additional
leadership and strategy development, initially in the cosmetics
business.

Frank Guzzetta, Bob Soroka, Bill McNamara and Brian Keck are  
retailers who have been instrumental in the transition of the
Macy's North and Macy's Midwest organizations after the
acquisition of The May Department Stores Company in 2005,"
Mr. Lundgren said.

Mr. Gennette, 46, has been chairman and chief executive officer of
Macy's Northwest since February 2006. For the previous two years,
he served at Macy's Central in Atlanta as executive vice president
and director of stores.  Mr. Gennette was senior vice president/
general merchandise manager for men's and children's at Macy's
West in San Francisco from May 2001 to March 2004, and before that
vice president/division merchandise manager for men's collections
at Macy's West.

Mr. Gennette joined Macy's West in 1983 as an executive trainee
and held various merchant and store management positions in that
division.  During his career, Mr. Gennette also has served as a
store manager for FAO Schwarz and regional vice president for
Broadway Stores.

Mr. Guzzetta, 62, became chairman and chief executive officer of
Macy's North in February 2006 after serving as president of
Marshall Field's since January 2005.  Previously, he was president
and chief executive officer of May Company's Hecht's/Strawbridge's
division since 2000.  

He joined Hecht's in 1988 as a divisional vice president and
divisional merchandise manager before being promoted to senior
vice president and general merchandise manager and, later,
executive vice president of merchandising.  Prior to joining May,
he worked in retailing for 11 years at Woodward & Lothrop.

Ms. Hanson, 49, joined Macy's North as vice chairman in July 2006.
A 25-year Macy's Inc. veteran, she joined the company in 1983 and
held positions of increasing responsibility at the Corporate
Office and at The FACS Group (now Macy's Credit and Customer
Services).  She joined FACS in 1991 as group manager for planning
and receivables before being promoted to senior vice president in
1997 and president of credit services in 2000.  She was named
president of FACS in 2002.

Mr. Harrison, 44, has been president and chief operating officer
of Macy's Northwest since February 2006.  Previously, he was
chairman of Robinsons-May in Los Angeles since October 2004,
having previously served as that division's senior vice president
and chief financial officer since June 2002, well as the senior
vice president for finance of the Meier & Frank division before it
was merged with Robinsons-May.

Mr. Harrison began his career at May Company's Kaufmann's division
in 1986 as an accounting analyst and served in positions of
increasing responsibility before becoming vice president and
controller of Kaufmann's.

Mr. Keck, 55, was named president and chief operating officer of
Macy's Midwest in October 2005.  He began his career with May
Company in 1986 as divisional vice president and director of
recruitment and placement for Famous-Barr in St. Louis.  In 1987,
he was named senior vice president of human resources at May
Centers, May's former shopping center development division.

In 1989, he was named senior vice president for human resources
for the Meier & Frank division in Portland, Oregon, and was named
to a similar position in 1992 at Filene's in Boston.  In 1997,
Mr. Keck was named chairman of the Meier & Frank division, and in
2000 was selected to head the corporation's human resources
organization.

Mr. McNamara, 57, was named chairman and chief executive officer
of Macy's Midwest in October 2005.  He began his retailing career
in 1972 as an executive trainee at Filene's in Boston.  He served
in a variety of executive and buying positions until 1986, when he
was named senior vice president and general merchandise manager at
Filene's.

In 1995, Mr. McNamara was named senior vice president and general
merchandising manager at May Merchandising Company in St. Louis.
In 1997, Mr. McNamara was named president and chief executive
officer of Famous-Barr, and in 1998 became president of May
Merchandising Company.  He became the corporation's vice chairman
in 2000.

Mr. Mettler, 67, was named chairman and chief executive officer of
Macy's West in June 2002 after having served as the division's
president and chief operating officer since 2000.  Mr. Mettler
began his retail career in 1962 as an executive trainee at Jordan
Marsh in Boston, then a division of Allied Stores Corporation.

Mr. Mettler stayed with Allied until 1986, having risen through
the merchandising ranks at Jordan Marsh before being named
president and chief executive officer of Joske's San Antonio in
1980, and chief executive officer of Joske's of Texas in 1984.

Two years later, he joined the May Company as president and chief
executive officer of its L.S.Ayres division before being named to
that post at Robinson's in California in 1987.  He joined Sears in
1993 as president for apparel and home fashions, and rose to
become president of merchandising for full-line Sears stores.

Mr. Soroka, 56, became president and chief operating officer of
Macy's North in February 2006 after serving as chairman of
Marshall Field's since October 2004.  Previously, he was chairman
of Robinsons-May in Los Angeles and, before that, the division's
senior vice president/chief financial officer.  Mr. Soroka joined
May in 1970 at O'Neil's, May Company's former department store
division headquartered in Akron, Ohio.  From 1983 through 1990 he
held increasingly responsible financial and credit positions at
three additional May department store divisions.

                         About Macy's Inc.

Based in Cincinnati and New York, Macy's Inc. (NYSE: M) fka
Federated Department Stores Inc. -- http://www.fds.com/-- is one  
of the nation's premier retailers.  The company operates more than
850 department stores in 45 states, the District of Columbia, Guam
and Puerto Rico under the names of Macy's and Bloomingdale's.  The
company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  

                          *     *     *

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


MARK TAYLOR: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Mark Geoffrey Taylor
        19946 North 84th Way
        Scottsdale, AZ 85255

Bankruptcy Case No.: 08-01049

Chapter 11 Petition Date: February 4, 2008

Court: District of Arizona (Phoenix)

Judge:  Charles G. Case II

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $2,584,350

Total Debts:  $3,152,366

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


MEDIANEWS GROUP: Names Michael Tully as Publisher of Two Groups
---------------------------------------------------------------
Michael Tully has joined MediaNews Group Inc. as group vice
president of its Bay Area News Group and president and publisher
of the San Jose Mercury News.

This newly created position includes responsibility for the San
Jose Mercury News as well as the company's Bay Area -- East Bay
newspapers including the Contra Costa Times, The Oakland Tribune,
The Freemont Argus, The Hayward Daily Review, and The Tri Valley
Herald as well as the San Mateo Times, The Santa Cruz Sentinel and
the Marin Independent Journal.

As publisher of the San Jose Mercury News, Tully replaces
publisher Jeff Kiel, who has decided to step down.

All of the newspapers are a part of the California Newspaper
Partnership which is majority owned by MediaNews, along with
partners Gannett, Inc. and SF Holding Corp.

"Mac is ideally suited for his new position", said Steve Rossi,
President and CEO of California Newspaper Partnership and COO of
MediaNews Group, Inc.  "He is a dynamic leader with proven ability
to grow revenue streams.  He has a track record of success in
every recent position he has held in our industry."

Tully comes to his new position from the Kansas City Star where he
has been publisher since 2005.  Prior to that was a corporate
Group Vice President with responsibility for 18 Knight Ridder
newspapers.  He was also previously publisher of the Bradenton
Herald and prior to that, publisher of the Arlington Star
Telegram.

"Mac's wealth of experience in managing both groups of newspapers
as well as in publishing large market newspapers will prove
invaluable to our company," said William Dean Singleton, CEO of
MediaNews.

                       About MediaNews Group

Based in Denver, Colorado, MediaNews Group Inc. --
http://www.medianewsgroup.com/-- is the nation's fourth largest  
newspaper company.  It develops and manages Web sites affiliated
with each of MediaNews Group's newspapers, as well as several
regional portals and advertising verticals.  The company's suite
of services includes web hosting, design, advertising sales
support, ad management, marketing, content development and tech
support.  It works in partnership with the individual Web sites to
further the company's goal of increasing Interactive revenue and
readership.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
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.


MEDIANEWS GROUP: Publishing Executive George Riggs Resigns
----------------------------------------------------------
George Riggs, a senior publishing executive at MediaNews Group
Inc., stepped down as CEO of the company's California Newspaper
Partnership by the end of January.

Mr. Riggs' responsibilities will be assumed by Steve Rossi,
MediaNews Executive Vice President and COO.

Mr. Riggs was president and CEO of MediaNews' California Newspaper
Partnership, which has responsibility for its 33 daily and 57
weekly newspapers throughout California.  He has been in the
position since August 2006.

"I have greatly enjoyed the past 18 months, and particularly the
opportunity to work on the consolidation of the newspapers here in
the Bay Area.  We consolidated production facilities, merged
finance, human resources and information technology, opened a new
shared services center in San Ramon, disposed of surplus land and
equipment, and generally streamlined overall publishing
operations," Mr. Riggs said.  "It's been a lot of fun, but now
that work is completed, and I'd like to move on to other
opportunities," Mr. Riggs added.

MediaNews CEO, William Dean Singleton, said, "George has done an
extraordinary job and we are sorry to see him go.  However, we
respect his desire to try something different."

Mr. Rossi, who also worked with Mr. Riggs at Knight Ridder, said
that it is always difficult to lose a key executive, especially
one of Mr. Riggs' caliber.  But he said that the organization is
well positioned for the future.  "With the infrastructure George
has put in place, and the team he's recruited, we feel confident
that the organization is positioned to show strong results once
California's economy improves," he said.

In addition to the consolidation in the Bay Area, Mr. Rossi said
that Mr. Riggs has restructured online operations and launched
three new statewide divisions: Targeted Marketing, Niche
Publications, and Events.  "These divisions sell across all of our
California publications, and thus, as they grow, will help to
drive new revenue in the face of declining core newspaper
revenues," Rossi said.

Mr. Riggs, 61, said he has no immediate plans.  "It's difficult to
think about the next job while you're doing the one you have, so I
haven't given it a lot of thought.  We're planning a bike trip to
New Zealand in March.  After that, I'll look around and see what's
next," he said.

                       About MediaNews Group

Based in Denver, Colorado, MediaNews Group Inc. --
http://www.medianewsgroup.com/-- is the nation's fourth largest  
newspaper company.  It develops and manages Web sites affiliated
with each of MediaNews Group's newspapers, as well as several
regional portals and advertising verticals.  The company's suite
of services includes web hosting, design, advertising sales
support, ad management, marketing, content development and tech
support.  It works in partnership with the individual Web sites to
further the company's goal of increasing Interactive revenue and
readership.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 28, 2008,
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.


MERIDIAN GLOBAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Meridian Global Investments LP
        dba MGI Capital LP
        4934 N.W. Loop 410
        San Antonio, TX 78229

Bankruptcy Case No.: 08-50331

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Texas (San Antonio)

Debtors' Counsel: Charles R. Bomba, Esq.
                  11230 West Avenue, Suite 3201
                  San Antonio, TX 78213
                  Tel: (210) 366-2317

Total Assets: $6,775,000

Total Debts:  $5,117,830

The Debtor did not file a List of its Largest Unsecured Creditors.


METALS USA: Earnings Up to $7.6 Mil. in Quarter Ended Dec. 31
-------------------------------------------------------------
Metals USA Inc., a subsidiary of Metals USA Holdings Corp.,
reported its operating results for the quarter and year ended
Dec. 31, 2007.

The company reported net income of $7.6 million for three months
ended Dec. 31, 2007, compared to $6.2 million for the same period
in the previous year.

For twelve months ended Dec. 31, 2007, the company reported net
income of $36.6 million, compared to net income of
$39.5 million for the same period in the previous year.

The company recognized depreciation and amortization expenses
during the quarter of $6.6 million and $22.1 million for the full
year.  Interest expense for the fourth quarter was $13.7 million,
and $57.6 million for the year.  

"During the fourth quarter the market lacked a consensus view
about market direction," Lourenco Goncalves, the company's
chairman, president and C.E.O., stated.  "Several of our
competitors actively sold steel below replacement cost, while the
vast majority of end-users remained on the sidelines."

"Metals USA used the seasonally weak fourth quarter to rebuild
inventories, ensuring our ability to supply and properly service
our customers in the months ahead, while continuing to be
consistently profitable," Mr. Goncalves added.

                Liquidity and Capital Resources

The company had $280.5 million drawn under its ABL credit facility
at Dec. 31, 2007, with excess availability of $120.3 million.  
Total debt of $565.4 million at year-end was $45.2 million lower
than at Dec. 31, 2006.

Capital expenditures were $21.5 million for the year.  Net cash
provided by operating activities for 2007 was $126.8 million.

                         Balance Sheet

At Dec. 31, 2007, the company's balnce sheet showed total assets
of $951.1 million, total liabilities $783.5 million and Total
stockholder's equity of $167.6 million.

                     About Metal USA Inc.
    
Metals USA Inc. -- http://www.metalsusa.com/-- provides  products  
and services in the heavy carbon steel, flat-rolled steel, non-
ferrous metals, and building products markets.

                        *     *     *

Moody's Investor Service placed metal USA Inc.'s probability of
default rating at 'B1' in Sept. 2006.  The rating still holds
today with a stable outlook.


MINH THAI TRAN: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Minh Thai Tran
        6029 Christie Avenue
        Emeryville, CA 94608

Bankruptcy Case No.: 08-40518

Chapter 11 Petition Date: February 4, 2008

Court: Northern District of California (Oakland)

Debtor's Counsel: Charles D. Novack, Esq.
                  Law Offices of Charles Novack
                  409 13th Street 10th Floor
                  Oakland, CA 94612
                  Tel: (510) 465-1000

Total Assets: $2,057,550

Total Debts:  $6,428,849

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                           ------------      ---------
Franchise Tax Board                                  $1,500,000
Bankruptcy Unit
P.O. Box 2952
Sacramento, CA 95827-2952

Internal Revenue Service         Taxes               $1,385,924
Special Procedures Branch
Bankruptcy Section/Mail
Code 1400 S
1301 Clay Street
Oakland, CA 94612

                                 IRS agreement       $3,123,914
                                 with Debtor        ($2,041,000
                                                       secured)
                                                      ($303,010
                                                   senior lien)

Capricorn Management, LLC        Personal loan         $105,000
Attention: Stephen George
250 University Avenue
Palo Alto, CA 94301

Bank of America - Newark         Credit Card             $3,893

Capital One                      Credit Card             $2,719

GE Money Bank                    Credit Card             $2,577

Bank of America - Wilmington     Credit Card             $1,557

DirectTV                                                   $254


MONITOR OIL: Judge Glenn Denys Ad Hoc Committee's Dismiss Plea
--------------------------------------------------------------
The Honorable Martin Glenn of the U.S. Bankruptcy Court for
the Southern District of New York denied a request filed by the Ad
Hoc Committee of Bondholders to dismiss Monitor Oil PLC and its
debtor-affiliates' Chapter 11 cases.

Judge Glenn said the Ad Hoc Committee failed to present before the
Court a basis for granting extraordinary relief, pursuant to
Section 305(a)(1) of the Bankruptcy Code.

The Ad Hoc Committee argued that the Debtors have limited
connections to the United States in general and New York,
specifically.

The Debtors, Ad Hoc Committee pointed out, have no operations in
the United States and most of their oil-drilling operations are
done in the North Sea.  Moreover, Power Buoy, one of the Debtors'
key assets, also filed for bankruptcy protection in Scotland.

Judge Glenn, however, said the Scottish proceedings does not
directly affect the Debtors' estate before the U.S. Court.

In addition, Judge Glenn said the Debtors have offered sound
arguments as to why their Chapter 11 cases better protects the
Debtors' contractual rights, and therefore the rights of the
Debtors' creditors as a whole.

"This will allow us to preserve Monitor's contracts rather than
having the contracts be deemed terminated upon the company's
insolvency," Bloomberg News quotes Michael Foreman, Esq., a
lawyer for Monitor Oil, as saying.

                        About Monitor Oil

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil
and gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  The U.S. Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in the
Debtors' cases.  Ira L. Herman, Esq., at Thompson & Knight, LLP,
represents the Committee.  As of Dec. 31, 2007, the company
disclosed total assets of $98,340,000 and total debts of
$56,125,000.


MORGAN STANLEY: S&P Assigns Preliminary Low-B Ratings on Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2008-TOP29's
$1.23 billion commercial mortgage pass-through certificates series
2008-TOP29.    

The preliminary ratings are based on information as of Feb. 5,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  The class A-1, A-2, A-
3, A-AB, A-4, A-M, and A-J notes are being offered publicly.    
Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.42x, a beginning
loan-to-value ratio of 99.8%, and an ending LTV of 92.1%.   
    
                  Preliminary Ratings Assigned
            Morgan Stanley Capital I Trust 2008-TOP29
   
                                              Recommended Credit
     Class        Rating       Amount         Support
     -----        ------       ------         ------------------
     A-1          AAA          $46,000,000          27.000%
     A-2          AAA          $36,100,000          27.000%
     A-3          AAA          $64,800,000          27.000%
     A-AB         AAA          $49,200,000          27.000%
     A-4          AAA         $704,616,000          27.000%
     A-M          AAA         $123,386,000          17.000%
     A-J          AAA          $72,489,000          11.125%
     B            AA           $20,050,000           9.500%
     C            AA-          $10,796,000           8.625%
     D            A            $21,593,000           6.875%
     E            A-           $12,339,000           5.875%
     F            BBB+         $13,880,000           4.750%
     G            BBB          $13,881,000           3.625%
     H            BBB-         $10,797,000           2.750%
     J            BB+           $1,542,000           2.625%
     K            BB            $4,627,000           2.250%
     L            BB-           $1,542,000           2.125%
     M            B+            $1,543,000           2.000%
     N            B             $4,627,000           1.625%
     O            B-            $4,626,000           1.250%
     P            NR           $15,424,197             N/A
     X-1*         AAA       $1,233,858,197**           N/A
     X-2*         AAA       $1,204,247,000**           N/A
   
                        * Interest-only class.
                        ** Notional amount.
                        NR - Not rated.
                        N/A - Not applicable.


MOUNT AIRY: S&P Puts 'B' Corporate Rating on Negative Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Mount
Airy #1 LLC, including the 'B' corporate credit rating, on
CreditWatch with negative implications.
     
The CreditWatch listing follows the Jan. 30, 2008 findings of the
Dauphin County, Pennsylvania grand jury, which charged Louis
DeNaples, principal owner of Mount Airy #1 LLC, with four counts
of perjury for allegedly lying to the gaming control board about
his ties to organized crime.  The Pennsylvania Gaming Control
Board issued an emergency order suspending Mr. DeNaples' gaming
license pending a full review.  While the casino is currently
operating under the control of a three-person audit committee, if
the suspension persists for 10 consecutive business days following
the Jan. 30 order, an event of default will be triggered under
Mount Airy's credit agreement.
      
"In resolving its CreditWatch listing, we will monitor the
progression of management's discussions with its lenders in
alleviating a potential near-term event of default," said Standard
& Poor's credit analyst Ariel Silverberg.  "Also, we will evaluate
the Gaming Control Board's actions with regard to the license
issue.  If in the next several days we do not see meaningful
progress made that would lead to a waiver of default, the ratings
may be lowered."


MOVIE GALLERY: Judge Tice Okays 1st Amended Disclosure Statement
----------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved a first amended disclosure
statement explaining Movie Gallery, Inc. and its debtor-
affiliates' First Amended Joint Plan of Reorganization, at a
hearing held Feb. 5, 2008.

Judge Tice held that the First Amended Disclosure Statement
contains adequate information that would enable creditors to make
an informed decision on whether to accept or reject the Plan.

All objections that have not been withdrawn, sustained or settled
are overruled.

The Debtors' Plan will come before the Court for confirmation at
a hearing on April 9, 2008, at 2:00 p.m., Eastern Standard Time.  
Parties have until March 24 to file objections to the Plan.

The Debtors filed the First Amended Disclosure Statement and Plan
on Feb. 4, 2008, to incorporate, among others (i) the key
creditor groups' agreement to support the Plan; (ii) a revision
to the treatment of claims to include creditors' projected
recoveries; (iii) a recovery analysis; and (iv) financial
projections.

The Plan Support Agreement has been signed by:

   (1) more than 40 different lenders collectively holding more
       than two-thirds of the debt under the Movie Gallery's
       first lien credit facilities;

   (2) approximately five lenders collectively holding more that
       half of the debt under Movie Gallery's second lien credit
       agreement; and

   (3) Sopris Capital Advisors LLC, in its capacity as a Second
       Lien Lender, holder of a majority of the debt under Movie
       Gallery's 11% senior notes.

Additionally, Sopris has committed to backstop a $50,000,000
rights offering under the Plan, and has placed $50,000,000 into
escrow in support of its backstop commitment.

The Amended Plan contemplates these restructuring transactions:

   * the Debtors will enter into the Amended and Restated First
     Lien Credit Agreement;

   * the Debtors will enter into the Amended and Restated Second
     Lien Credit Agreement;

   * Sopris will convert approximately $72 million plus accrued
     interest thereon, in Second Lien Claims into equity in the
     Reorganized Debtors;

   * the Debtors' outstanding $325 million 11% Senior Notes plus
     accrued interest, including approximately $174 million held
     by Sopris, will be converted into equity in the Reorganized
     Debtors;

   * the $50 million Rights Offering of additional New Common
     Stock is to be made available to eligible Holders of the
     11% Senior Notes, which Rights Offering is to be fully
     backstopped by Sopris;

   * the Debtors' General Unsecured Claims and remaining 9.625%
     Senior Subordinated Notes will be converted into equity in
     the Reorganized Debtors subject to the Holder's right to
     elect, as an alternative, a limited cash-out option as set
     forth in the Plan; and

   * the Reorganized Debtors will enter into an exit financing
     facility.

The Debtors have not yet secured the Exit Facility.

          Treatment & Recovery of Claims Under Plan

The Projected Recovery for each class of claim and interest under
the the Amended Plan are:

  Class  Description                          Recovery
  -----  -----------                          --------
    1    Other Priority Claims                  100%  
    2    Other Secured Claims                   100%
    3    First Lien Claims                      100%
    4    Second Lien Claims                     100%
    5    Studio Claims Impaired                 100%
    6    11% Senior Note Claims                 22.1%
   7A    General Unsecured Claims against  
          Movie Gallery, Inc.                   5.964%
   7B    General Unsecured Claims against  
          Movie Gallery US, LLC                 13.613%
   7C    General Unsecured Claims against
          M.G.A. Realty I, LLC                  3.333%
   7D    General Unsecured Claims against
          M.G. Digital, LLC                     0.702%
   7E    General Unsecured Claims and
          9.625% Senior Subordinated Note
          Claims against Hollywood
          Entertainment Corporation             12.527%
   7F    General Unsecured Claims against
          MG Automation LLC                     3.333%
    8    Equity Interests in Movie
          Gallery, Inc.                         0%
    9    Intercompany Interests                 0%

Class 9 is impaired and is deemed to reject the Plan.  
Accordingly, the Debtors are soliciting votes to accept or reject
the Plan from Holders of Claims in Classes 3, 4, 5, 6, 7A, 7B,
7C, 7D, 7E and 7F.  The Debtors are not seeking votes from the
Holders of Claims in Classes 1, 2, 8 and 9.

Sopris holds (i) $174,000,000 in principal amount of 11% Senior
Notes or 54% of the aggregate amount outstanding under the 11%
Senior Notes; (ii) $72,000,000 in Second Lien Claims or 41% of the
aggregate amount outstanding under the Second Lien Credit
Agreement; and (iii) a small percentage of the First Lien Claims.

Pursuant to the Plan, Sopris will receive about 41% of the
Unsecured Claim Equity Allocation; the Sopris Second Lien Equity
Allocation; at least 50% and as much as 100% of the Rights
Offering Equity Allocation; the Rights Offering Commitment Fee
payable in new common stock; and up to an additional 25% of the
Unsecured Claim Equity Allocation.

The Debtors estimate that as of the effective date of the Plan,
Sopris will hold between 64% and 85% of the new common stock,
subject to dilution by future stock issuances, including the
issuance of equity, restricted stock or options under the
Management and Director Equity Incentive Program, and by the
possible exercise of the Warrants.

The Plan provides holders of allowed claims under Classes 6, 7A,
7B and 7E, collectively, to receive an allocated portion of the
new common stock, the warrants to be issued under the Plan, and
the net proceeds realized by the Litigation Trust, except to the
extent that the holders make a cash-out election.

Sopris has agreed to provide up to $10,000,000 to fund an
alternate recovery in cash to holders of allowed general unsecured
claims in Classes 7A, 7B and 7E in lieu of the new  common stock.  
The "cash-out" option will be capped at no more than 50% of the
value ascribed by the Plan to the new common stock that a creditor
would be entitled to receive on account of
an allowed claim.

The "warrants" will give holders of claims under Classes 6, 7A, 7B
and 7E the right to purchase, in the aggregate, 5% of the
fully-diluted new common stock at an exercise price equal to 200%
of the Rights Offering Exercise Price, with a term of seven years.

                Appointment of Litigation Trustee

On the Plan Effective Date, and in compliance with the provisions
of the Plan and the Litigation Trust Agreement, William Kaye, the
chairman of the Committee, will be appointed Litigation Trustee
in accordance with the Litigation Trust Agreement.

                           Feasibility

Section 1129(a)(11) of the U.S. Bankruptcy Code requires that the
Court find that Confirmation is not likely to be followed by the
debtor's liquidation of the Reorganized Debtors or the need for
further financial reorganization, unless the Plan contemplates
such liquidation.
                                                                                          
For purposes of demonstrating that the Plan meets this
"feasibility" standard, the Debtors have analyzed the ability of
the Reorganized Debtors to meet their obligations under the Plan
and to retain sufficient liquidity and capital resources to
conduct their businesses.

The Debtors believe that the Plan meets the feasibility
requirement set forth in Section 1129(a)(11) of the Bankruptcy
Code, as confirmation is not likely to be followed by liquidation
or the need for further financial reorganization of the Debtors
or any successor under the Plan.  In connection with the
development of the Plan and for the purposes of determining
whether the Plan satisfies this feasibility standard, the Debtors
analyzed their ability to satisfy their financial obligations
while maintaining sufficient liquidity and capital resources.
Management developed a business plan and prepared financial
projections for the retail calendar years 2007 through 2010.

A full-text copy of the Financial Projections is available for
free at http://researcharchives.com/t/s?27cf

The Debtors' Projections reflect an anticipated emergence from
Chapter 11 as of May 11, 2008.  The Debtors' estimated cash
effects of emergence will constitute:

   * a compounded annual growth rate of 1.5% in rental revenue
     and merchandise sales;

   * a year-end store count of 3,540 stores, including Canadian
     stores, and an increase by 100 of Game Crazy stores in each
     of 2009 and 2010;

   * 53.8% gross margin in 2008, declining to 49.3% in 2010;

   * estimated gain of $311,900,000 consisting of cancellation of
     debt income associated with (a) the 11% Senior Notes, (b)
     the 9.625% Senior Subordinated Notes, (c) accounts payable,
     (d) accrued liabilities and (e) other general unsecured
     Claims, less (ii) the write-off of $25,500,000 of deferred
     financing fees and (iii) the $1,200,000 Rights Offering
     backstop fee;

   * $719,600,000 of outstanding debt upon emergence due to the
     extinguishment of the 11% Senior Notes and 9.625% Senior
     Subordinated Notes claims and the conversion of the Sopris
     Second Lien Claims converted into new common stock; and

   * maintenance of a minimum of $30,000,000 of book cash.

In general, as illustrated by the Projections, the Debtors
believe that with a significantly deleveraged capital structure,
the Debtors' business will return to viability.  The Debtors
project that the Reorganized Debtors should have sufficient cash
flow and availability to pay and service their debt obligations
and to fund operations.  The Debtors believe that Confirmation
and Consummation is not likely to be followed by the liquidation
or further reorganization of the Reorganized Debtors.
Accordingly, the Debtors believe that the Plan satisfies the
feasibility requirement of Section 1129(a)(11) of the Bankruptcy
Code.

                       Liquidation Analysis

The Debtors with the assistance of their restructuring and
financial advisors, have prepared a hypothetical liquidation
analysis in connection with the Disclosure Statement.  The
Liquidation Analysis indicates the estimated values that may be
obtained by Classes of Claims upon disposition of assets,
pursuant to a Chapter 7 liquidation, as an alternative to
continued operation of the Debtors' business under the Plan.


                            ASSETS
                                                           Total
                           Consolidated   Estimated    Estimated
                                Balance   Recovery %    Recovery
                          -------------   ----------  -----------
  Current Assets
   Cash and cash
   equivalents              $75,753,000    100%      $75,753,000
   Merchandise Inventory    153,025,000     39%       59,221,000
   Prepaid Expenses          50,937,000     74%       37,919,000
   Accounts Receivable        6,235,000     57%        3,534,000
   Store Supplies and
   other assets held
   for sale                   7,366,000     48%        3,504,000
                         --------------  ----------  -----------
  Total Current Assets      293,316,000     61%      179,931,000
                         ==============  ==========  ===========
  
   Rental Inventory, net    226,721,000     39%       87,741,000
   Property, furnishings
   and equipment, net       123,269,000      9%       11,616,000
   Goodwill, net                      0      0%                0
   Other intangibles, net    50,475,000      0%                0
   Deferred income tax
   asset, net                 1,774,000      0%                0
   Deposits and other
   assets investment
   in subsidiaries            7,389,000      0%        6,223,000
                         -------------- ----------  ------------
  Total Non-current
  Assets                    409,628,000    26%       105,580,000
                         -------------- ----------  ------------
  Total Assets/Proceeds    $702,944,000    41%      $285,511,000
                         ============== ==========  ============

  Chapter 7 Liquidation
   Expenses

  Winddown Costs                                   ($55,200,000)
  Professional Fees                                  (6,000,000)
  Trustee Fees and Commissions                       (7,726,000)
                                                    ------------
  Total Liquidation Expense                        ($68,926,000)
                                                    ------------
  Net Proceeds Available for Distribution           $216,585,000
                                                    ============


                             DISTRIBUTIONS

                                  Total                    Total
                              Estimated    Total       Estimated
                                  Claim   Dist.%    Distribution
                         --------------   ------   -------------   
  Less Secured Claims
   DIP Term Loan          $101,393,000    100%      $101,993,000
   LT Debt Facility
   (First Lien)            598,374,000     19%       114,592,000
   Outstanding LCs
   (1st Lien)               25,030,000      0%                 0
   LT Debt Facility
   (2nd Lien)              189,576,000      0%                 0
                        --------------   ------     ------------
   Total Secured Claims    914,973,000      0%       216,585,000
                        ==============   ======     ============

  Remaining Distributable
  Value                                                        -

  Less Chapter 11 Admin
  & Priority Claims        103,287,000      0%                $0

  Remaining Distributable
  Value                                                        -

  Less General
  Unsecured Claims
   Subordinated Debt       341,861,000      0%                $0
   Other General
   Unsecured Claims        207,000,000      0%                $0
                        --------------   ------    -------------
  Total Unsecured
  Non-Priority Claims     $548,861,000      0%                 -
                         ==============   ======   =============
  Distributable Value
  Available for Equity                                         -

  Total Estimated
  Claims/Distributions  $1,567,121,000     14%      $216,585,000
                        ==============   ======     ============

A full-text copy of the Liquidation Analysis is available for
free at http://researcharchives.com/t/s?27d0

             Executory Contracts and Unexpired Leases

To address the landlords' objections to the Disclosure Statement,
the First Amended Plan provides that non-Debtor parties to
executory contracts or unexpired leases that are deemed rejected
as of the Plan Effective Date will have the right to assert any
claim on account of the rejected contract or lease, including
under Section 503 of the Bankruptcy Code; provided that the
claims must be filed by the applicable Claims Bar Date.

                Debtors Continue Talks with Lenders

The Debtors are currently soliciting prospective lenders regarding
their interest in conducting due diligence with respect to
providing the Exit Facility.  The Debtors are also currently in
discussions with Sopris regarding additional support for
approximately $25 million to be provided by Sopris that could be
utilized by the Debtors to realize additional liquidity during
periods of peak product purchasing.  No terms have been agreed to
and there are no assurances about the final terms or conditions of
the support.

"With the Court's authorization, we can now begin the
solicitation of stakeholder votes on our Plan, which is another
important step forward in our restructuring process.  We are very
proud of what we have accomplished thus far as we work to emerge
as a competitive and financially stable company.  On behalf of my
entire management team, we remain grateful for the unwavering
support of our dedicated partners and associates throughout our
restructuring process," Joe Malugen, chairman, president and
chief executive officer of Movie Gallery, said.

Movie Gallery will shortly begin the process of soliciting votes
for the Plan from eligible claim holders.  The Official Committee
of Unsecured Creditors in Movie Gallery's Chapter 11 proceedings
supported entry of the order approving the Disclosure Statement.  
Assuming the requisite approvals are received and the Bankruptcy
Court confirms the Plan under the company's current timetable,
Movie Gallery expects to emerge from Chapter 11 on May 11, 2008.

A full-text copy of the Debtors' First Amended Plan is available
for free at:

              http://researcharchives.com/t/s?27d1

A full-text copy of the Debtors' First Amended Disclosure
Statement is available for free at:  

              http://researcharchives.com/t/s?27d2

                      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.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

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 US$891,993,000 and total liabilities
of US$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 until June 13, 2008 to file
their plan of reorganization.


MYSTIC POINT: S&P Junks Ratings on Six CDO Tranches
---------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
tranches from Mystic Point CDO Ltd. after receiving notification
from the trustee of the controlling noteholders' intent to
liquidate the collateral and terminate the transaction.  The
ratings on four of the CDO tranches are on CreditWatch negative
following the rating actions, indicating a likelihood of further
downgrades.
     
On Feb. 1, 2008, Standard & Poor's received a notice for Mystic
Point CDO Ltd., a hybrid mezzanine structured finance CDO of ABS,
stating that a majority of the controlling noteholders is
directing the trustee to proceed with the liquidation of the
collateral supporting the notes.  This notice follows a previous
notice declaring an event of default as of Dec. 10, 2007, under
section 5.1(j) of the indenture dated Dec. 21, 2006.
     
This rating actions reflect Standard & Poor's opinion regarding
the impact on the transactions of a potential liquidation of the
collateral at the current market prices.  The controlling class'
election to liquidate the collateral at this time may result in
losses for all classes of notes.
     
Mystic Point CDO Ltd. is managed by Fortis Investment Management
USA Inc.  Standard & Poor's will continue to monitor the CDO
transactions it rates and take rating actions (including
CreditWatch placements) as appropriate given the performance of
the underlying collateral, the credit enhancement afforded by each
CDO structure, and the priority of payments specified in each
transaction's legal documentation.

         Rating Lowered and Placed on Creditwatch Negative

                       Mystic Point CDO Ltd.

                                    Rating
                                    ------
                 Class     To                  From
                 -----     --                  ----
                 A-1       BB/Watch Neg        AAA

       Ratings Lowered and Remaining on CreditWatch Negative

                       Mystic Point CDO Ltd.

                               Rating
                               ------
             Class     To                  From
             -----     --                  ----
             A-X       CCC-/Watch Neg      AAA/Watch Neg
             A-2       CCC-/Watch Neg      AA/Watch Neg
             B         CCC-/Watch Neg      A-/Watch Neg

       Ratings Lowered and Removed From CreditWatch Negative

                       Mystic Point CDO Ltd.

                              Rating
                              ------
             Class     To                  From
             -----     --                  ----
             C         CC                  BBB-/Watch Neg
             D         CC                  BB-/Watch Neg
             E         CC                  B-/Watch Neg


NORTH FOREST: S&P Downgrades Issuer Credit Rating to BB From BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
rating and underlying rating on North Forest Independent School
District, Texas' general obligation debt two notches to 'BB' from
'BBB-' and placed the rating on CreditWatch with negative
implications due to the district's significant financial
deterioration and the potential for it to cease operations.
     
The 'AAA' rating on the bonds guaranteed by the Texas Permanent
School Fund remains in place.
     
"We might take additional negative rating actions should the
district's finances continue to deteriorate or if district
management does not implement a plan to restore fiscal health and
balance," said Standard & Poor's credit analyst James Breeding.
     
The district ended fiscal 2007 with a severe decline in the
unreserved general fund balance to a negative $6.7 million from a
positive $14.8 million in fiscal 2006 based on a number of
factors, including the recording of a $7.3 million liability to
Texas for the overpayment of per pupil funding in the previous
year and deficit spending in instructional, school leadership, and
administration areas.  According to the auditor, the overpayment
by the state was due to improper reporting of student enrollment
while deficit spending was due to the finance department's lack of
monitoring and understaffing.  The independent auditor also
expressed concern about the district's ability to continue to
exist.
     
"The speculative-grade rating also reflects the district's
continued negative student enrollment and population trends and
below-average wealth and income," added Mr. Breeding.
    
In addition, management has used bond proceeds to cover a portion
of operating expenses while waiting for additional tax revenues to
be collected.  General fund assets are weak, consisting of cash
totaling $1.02 million and a significant amount of delinquent
taxes ($11.70 million) and receivables due from other funds
($7.40 million).  The school district's next debt service payment
is scheduled for Feb. 15, 2008; and the administration has
confirmed it has sufficient funds on hand in the interest and
sinking fund to meet its current obligations.
     
The adopted fiscal 2008 budget includes balanced operations but
does not include the withholding of the $7.3 million by the state.   
Therefore, a significant shortfall is likely should management not
take immediate action to reduce expenditures.  The operations and
maintenance tax rate has already been set at the current state
maximum of $1.04 per $100 of assessed value with an additional
levy for debt service.  Tax collections remain below average at
less than 90%.
     
The district's financial position has been historically volatile.
Due to a state funding cut, the unreserved general fund balance
dipped to a negative $2.2 million at fiscal year-end 2000 because
of a decline in average daily attendance.  Reserves, however, have
improved since.  The district ended fiscals 2001 through 2006 with
stronger reserves that increased the unreserved general fund
balance to $16.4 million, or about 23% of general fund operations.
     
The rating action affects roughly $68 million of debt outstanding.


PEOPLE'S CHOICE: Wants Until March 31 to File Chapter 11 Plan
-------------------------------------------------------------
People's Choice Financial Corp. and its debtor-affiliates ask the
Hon. Robert N. Kwan of the United States Bankruptcy Court for the
Central District of California to extend their exclusive rights to
file, and solicit acceptances of, a Chapter 11 plan..

The Debtors also seek to share their exclusive plan filing rights
with the Official Committee of Unsecured Creditors.

Except as to the Creditors Committee, the Debtors seek a two-month
extension of their exclusive plan filing, through and including
March 31, 2008; and their exclusive solicitation periods, through
and including May 31, 2008.

The Debtors reserve the right to seek further extensions.

J. Rudy Freeman, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Los Angeles, California, relates that the Debtors, with the
Creditors Committee, have expeditiously marketed their assets for
sale and sold those assets in a number of transactions.

In April and May 2007, the Debtors sold their contractual loan
servicing rights and residual interests.  In July 2007, the
Debtors sold their loan servicing and loan origination platforms.  
The Debtors have sold various loan portfolios owned by the
Debtors as well as miscellaneous assets.

Combined, the asset sales have yielded approximately $45,000,000
in gross proceeds to the Debtors' estates and resulted in the
elimination of thousands of dollars in potential claims of
employees and vendors.

Mr. Freeman assures the Court that the Debtors are not seeking an
extension of the Exclusivity Periods to extract any improper
concessions from creditors.

The Debtors and the Creditors Committee are in the process of
negotiating key provisions of the plan and working in concert to
prepare a joint plan of liquidation, Mr. Freeman tells Judge
Kwan.  The Debtors simply require additional time to finalize
their asset liquidation strategy for the benefit of all
stakeholders, and finalize key plan provisions, Mr. Freeman says.

Given the progress the Debtors and the Creditors Committee have
made in the orderly liquidation of the Debtors' Chapter 11 cases,
any rogue plan would likely only waste valuable resources better
spent bringing the bankruptcy cases to a conclusion, Mr. Freeman
asserts.

A hearing will be held on March 11, 2008, at 2:30 p.m.

                    About People's Choice

Headquartered in Irvine, California, People's Choice Financial
Corp. -- http://www.pchl.com/-- is a residential mortgage banking     
company, through its subsidiaries, originates, sells, securitizes
and services primarily single-family, non-prime, residential
mortgage loans.

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


PLASTECH ENGINEERED: Wants to Obtain $38 Million of DIP Financing
-----------------------------------------------------------------
Plastech Engineered Products, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan for
permission to borrow up to $38,000,000 in postpetition financing
under a secured revolving credit facility syndicated by Bank of
America, N.A., as administrative agent.

According to Peter Smidt, executive vice president of Finance,
and chief financial officer of Plastech, in response to
decreasing liquidity, increasing raw materials costs, fixed,
long-term agreements with customers, and a resulting decrease in
earnings, the Debtors instituted a plan to increase liquidity and
reduce costs.

The Debtors ultimately determined that the DIP financing offered
by the same lenders who provided the Debtors with a $200,000,000
Revolving Credit Facility entered into on Feb. 12, 2007, was the
most favorable under the circumstances, and adequately addressed
the Debtors' reasonably foreseeable liquidity needs.

In making their decision to seek financing from the DIP Lenders,
the Debtors considered many factors:

    -- The DIP Lenders already held secured first priority liens
       on the Debtors' Liquid Collateral, which includes, but
       is not limited to, all of the company's accounts; chattel
       paper; instruments; letter of credit rights; payment
       intangibles; receivables; deposit accounts; and inventory.

    -- The DIP Lenders' preexisting knowledge of the Debtors'
       business and all of the Debtors' existing prepetition
       collateral provided significant benefits, including, but
       not limited to, the speed with which the DIP Lenders are
       able to close.

    -- The Debtors' inability to obtain alternative postpetition
       financing proposals from other lenders.

    -- The proposed terms that the DIP Lenders offered:

        (a) Liens in the Liquid Collateral that are superior to
            the liens granted to the Prepetition Revolving
            Lenders and the junior lien granted to lenders under
            a $265,000,000 first lien term loan agreement entered
            into February 12, 2007.

        (b) The Debtors' agreement to use the proceeds of the
            Liquid Collateral or the proceeds of any other
            payments to repay the amounts owing to the
            Prepetition Revolving Lenders.

The salient terms of the DIP Loan Agreement are:

   Borrowers:         Each of The Debtors.

   Administrative
   Agent:             Bank of America, N.A.

   Lenders:           A syndicate of lenders consisting of the
                      lenders under the Revolving Credit
                      Facility.

   Commitment:        A revolving credit facility in a committed
                      amount up to $38,000,000.  The $6,000,000
                      of the Committed Amount will be advanced at
                      the Borrowers' request.
         
                      Up to $17,000,000 will be advanced dollar
                      for dollar based on the amounts paid by the
                      Debtors' customers General Motors
                      Corporation, Ford Motor Company, and
                      Johnson Controls, Inc.

                      The remaining $15,000,000 will be advanced
                      for adequate assurance payments to the
                      Prepetition Revolving Lenders to the extent
                      of the cost of the goods sold by the
                      Debtors during the funding period, with
                      the amounts to be applied to the
                      obligations under the Prepetition
                      Revolving Facility.

   Use of Proceeds:   The Facility will be used solely (a)
                      for working capital and general corporate
                      purposes consistent with the budget agreed
                      to by the parties, (b) to pay the costs and
                      expenses related to the administration of
                      the bankruptcy cases, and for payment of
                      certain other prepetition expenses as
                      contemplated in the budget or as consented
                      to by the DIP Agent in its sole discretion
                      and as are approved by the Court, and (c)
                      to make the adequate protection payments.

   Application of
   Proceeds:          Amounts outstanding under the Revolving
                      Credit Facility will be reduced from
                      the net proceeds of the Liquid Collateral
                      that is sold in the ordinary course or
                      liquidated.  Additional amounts for (x)
                      payment of interest, expenses, fees, and
                      other amounts owing under the DIP Credit
                      Facility and (y) working capital and
                      corporate purposes, will be borrowed under
                      the DIP Loan Agreement.

   Maturity Date:     11:59 p.m. (Eastern time), Feb. 10, 2008;
                      may be extended without further hearing or
                      order by written agreement among Borrowers,
                      DIP Agent, and DIP Lenders for an
                      additional 15 days.

   Priority & Liens:  Subject to the Carve Out, superpriority
                      claim status pursuant to Section 364(c)(1)
                      of the Bankruptcy Code.

                      Secured by a first priority perfected
                      security interest pursuant to Sections
                      364(c)(2) and (c)(3) and 364(d) in the
                      Liquid Collateral, which, subject to the
                      conditions set forth in the DIP Loan
                      Agreement, will not include (i)
                      avoidance actions; and (ii) the proceeds of
                      any Avoidance Actions.

   Adequate
   Protection Liens
   for Prepetition
   Revolver Lenders:  (i) replacement liens on all Liquid
                      Collateral, (ii) adequate protection
                      payments in the  amount of interest, fees
                      and other amounts (including principal) due
                      under the Revolving Credit Facility from
                      the Pre-Petition Accounts, the Pre-Petition
                      Inventory, and the Other Pre-Petition
                      Revolver Collateral.

                      Representatives of the DIP Lenders will
                      be authorized to visit the Debtors'
                      business premises to monitor the Liquid
                      Collateral, and the DIP Lenders will be
                      authorized to retain appraisers,
                      consultants, and financial advisors at
                      Debtors' expense to monitor the Debtors'
                      business, verify the Debtors' compliance
                      with the terms of the DIP Financing
                      Documents and the DIP Order and the
                      Prepetition Revolver Credit Documents,
                      and appraise the Liquid Collateral.

   Fees:              Closing Fee of $100,000

   Interest Rate:     Base Rate + 1% (per annum)

   Events of Default: The DIP Documents contain usual and
                      customary events of default for facilities
                      of this type.  In addition, the failure of
                      the Borrowers to obtain final order
                      approving financing on or before March 10,
                      2008, will constitute an event of default.

   Remedies on
   Events of Default: In addition to other customary remedies,
                      upon the occurrence and during the
                      continuance of an Event of Default and
                      following the giving of 5 business days'
                      notice to counsel for the Debtors,
                      counsel for the Committee, and the
                      United States Trustee, the Agent will
                      have relief from the automatic stay and
                      may foreclose on all or any portion of
                      the Liquid Collateral, collect accounts
                      receivable and apply the proceeds
                      thereof to the obligations, or otherwise
                      exercise remedies against the Liquid
                      Collateral permitted by applicable
                      nonbankruptcy law.

   Guaranty:          The proposed financing is conditioned on
                      execution and delivery of documents
                      acceptable to DIP Agent by "Acceptable
                      Customers" evidencing a non-recourse
                      cash collateralized guarantee and non-
                      offset agreement limiting set-offs on
                      postpetition amounts to "ordinary
                      course issues" capped at 10% of invoice.

A full text copy of the draft of the Agreement is available for
free at http://researcharchives.com/t/s?27d3

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier   
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 3; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PLASTECH ENGINEERED: Toyota & Ford Unaffected By Chapter 11 Filing
------------------------------------------------------------------
While Chrysler LLC said that it could close four of its U.S.
plants due to Plastech Engineered Products, Inc. and its debtor-
affiliates' failure to deliver component parts, Ford Motor Co. and
Toyota Motor Corp. said their automotive production won't be
affected by the auto-parts supplier's Chapter 11 filing.

Ford said that Plastech's Chapter 11 filing won't adversely
affect the auto maker's production, The Wall Street Journal
reports.  "We've had no impact," said Mark Fields, Ford's
President of the Americas.  "We anticipate, for the time being,
to be able to continue our production."

"We're not out shopping to take this business elsewhere
at this point," Mr. Fields told WSJ.

According to Reuters, Toyota said it continues to receive parts
from Plastech.  "We have had no interruption in supplies," Mike
Goss said.  "Plastech has told us that they will continue
production and we will monitor the situation closely."

As previously reported, Chrysler terminated its supply contracts
with Plastech.  Chrysler has sought court permission to seize
certain equipment from Plastech's plants, so that it could
transfer production of its parts to an alternate supplier.  It
warned that absent the transfer, it will lose production of
approximately 500 end-item parts, halting the production of its
entire corporate fleet of vehicles.

Plastech's major customers include General Motors, Ford
Motor Company, and Toyota.

                        About Ford Motor

Based 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.

                    About Plastech Engineering

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier   
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PONTIAC MICHIGAN: Fitch Cuts Bond Ratings to 'CCC', 'BB-'
---------------------------------------------------------
Fitch Ratings has taken these rating actions on Pontiac, Michigan:

  -- Pontiac General Building Authority, Michigan's outstanding
     $1.4 million limited tax general obligation bonds, series
     2002, rated 'B+' placed on Rating Watch Negative

  -- Pontiac Tax Increment Finance Authority Area No. 2,
     Michigan's outstanding $6.2 million tax increment revenue
     bonds, series 2002 downgraded to 'CCC' from 'BB'.  The bonds
     remain on Rating Watch Negative.

  -- TIFA Area No. 3, Michigan's outstanding $26.2 million tax
     increment revenue bonds, series 2002 downgraded to 'BB-' from
     'BB+'.  The bonds remain on Rating Watch Negative.

The Rating Watch Negative for Pontiac GBA reflects an increase in
the general fund balance deficit as indicated in the recently
released fiscal 2007 audited financial results.  The fiscal year
ended with a general fund deficit of $2.0 million, increasing the
cumulative fund balance deficit to $6.1 million from $4.1 million.  
The Rating Watch also reflects the failure of two ballot
initiatives in a Jan. 15 election which could have allowed the
city to improve its financial position through additional staff
cuts and revenue generating capabilities.

The downgrade of Pontiac TIFA Area No. 2 reflects the Area's
structurally imbalanced financial operations over three of the
last four years, including an $850,000 deficit as of the recently
released fiscal 2007 audit.  In addition, the rating reflects an
increase in debt attributable to bonds issued by the Oakland
County Building Authority payable from TIFA revenues, and a
significant tax base concentration in General Motors Corp. (GM:
IDR rated 'B' with a Negative Rating Outlook by Fitch).

The downgrade for Pontiac TIFA Area No. 3, a largely residential
area, reflects further deterioration in the housing market in
Michigan, which could place increased pressures on the area's
pledged revenue stream of incremental property tax revenues.  The
Rating Watch Negative indicates that the weakening of the city's
financial position creates further potential for stress on the
area's financial reserves.

Fitch expects to resolve the Negative Rating Watches on the GBA,
TIFA No. 2, and TIFA No. 3 within one month, pending additional
information on the city's and TIFAs' financial operations.


PRADA DEVELOPMENT: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Prada Development, Ltd.
        8000 IH-10 West, Suite 600
        San Antonio, TX 78230-3802

Bankruptcy Case No.: 08-50263

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Richard E. Hettinger, Esq.
                  Davidson & Troilo, PC
                  7550 IH-10 West, Suite 800
                  San Antonio, TX 78229-5815
                  Tel: (210) 349-6484
                  Fax: (210) 349-0041

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
  ------                         -------------        ---------
The Laredo National Bank         Overdraft fees        $138,925
P.O. Box 59
Laredo, TX 78041

                                 Loan                   $45,503

Closner Construction Co., L.C.   Construction          $180,000
6189 Highway 359
P.O. Box 2707
Laredo, TX 78044

United Independent School        Taxes                  $67,185
District
3501 E. Saunders
Laredo, TX 78041

Webb County Tax Assessor         Taxes                  $32,408

TEC Engineers & Consultants Inc. Construction           $15,000

Montalvo, Ricardo                Contract of Deed          $400

Sanchez, Carlos Jr.              Contract of Deed          $200

Villareal, Juan Jr.              Contract of Deed          $100

Yzaguirre, Arnoldo               Contract of Deed          $100


PRIME MORTGAGE: Files Ch. 7 Petition; Creditors to Meet on March 3
------------------------------------------------------------------
Prime Mortgage Financial Inc. filed chapter 7 petition with U.S.
Bankruptcy Court for the District of Massachusetts, Martin
Luttrell writes for The Telegram.

Documents filed with the Court did not disclose the reason for the
bankruptcy filing.  However, Telegram notes that mortgage lenders
are under financial crisis brought by the slump in the housing
industry.

The company earned $9.5 million in 2007, a drop from $14.7 million
earnings a year earlier, Telegram notes.

According to Telegram, Prime Mortgage has disclosed that it is
facing three cases, including a case filed by 371 Turnpike Road
LLC, its landlord involving a $100,000 bank attachment in
Worcester Superior Court and a case before the Rhode Island
Department of Labor.

According to the report, Prime Mortgage's telephone lines at its
offices in Massachusetts, Connecticut and Rhode Island were
disconnected Monday.  Upon filing for bankruptcy, Prime Mortgage
had unexpired leases in Auburn, Marshfield, Newburyport, East
Providence and Middletown, R.I., Telegram says.

Creditors are scheduled to meet on March 3, 2008, at 11:30 a.m.,
at the U.S. Trustee's office in 446 Main Street in Worcester,
Mass.

                       About Prime Mortgage

Southbro, Massachusetts-based Prime Mortgage Financial Inc. --
http://www.primefinancialdirect.com/-- used to be a large local  
mortgage company and with at least $1.5 billion of originated
loans in 2003.  In 2006, the company originated 436 loans valued
at $104 million and brokered 98 loans worth $21 million.  It has
offices in Massachusetts, Connecticut, and Rhode Island.  Mark G.
DeGiacomo, Esq., of Boston, is counsel to Prime Mortgage President
Aris H. Pappas, a debtor-affiliate.  The company's court filigs
show assets of $888,786 and liabilities of $1,124,791, when it
filed for chapter 7 protection.  It has at least 100 creditors,
mostly appraisal firms.


PROTECTED VEHICLES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Protected Vehicles, Inc.
        aka PVI
        1210 Truxtun Avenue
        North Charleston,, SC 29405

Bankruptcy Case No.: 08-00783

Type of Business: The Debtor designs and manufactures ballistic
                  and blast protected vehicles using technology
                  derived from Rhodesian and South African vehicle
                  development programs.                  
                  See http://www.protectedvehicles.com/

Chapter 11 Petition Date: February 5, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: G. William McCarthy, Jr., Esq.
                  McCarthy Law Firm, LLC
                  1715 Pickens Street 29201
                  P.O. Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
United States Marine Corps               $15,801,765
2200 Lester Street
Quantico, VA 22134

Rafael Armament Development               $2,484,100
Authority LLC
P.O. Box 2250
Haifa 32021
Israel

Aerotek Inc.                              $2,479,590
3689 Collection Center Drive
Chicago, IL 60693

CMMC LLC                                  $1,650,383
Attn: Danny Rowland
1670 Dry Dock Avenue Building 236
North Charleston, SC 29405

Consolidated Steel Inc.                   $1,164,292
P.O. Box 110
Pounding Mill, VA 24637

CMMC Machine                              $1,108,249
2081 Hayter Street
North Charleston, SC 29405

Marmon-Herrington                           $997,502
P.O. Box 96654
Chicago, IL 60693

Metalworx                                   $779,014
340 Deming Way
Sumemrville, SC 29483

E=MC4                                       $761,131
3216-C Industry Drive
North Charleston, SC 29418

Cummins Atlantic Inc.                       $695,260
P.O. Box 601778
Charlotte, NC 28260

Oran Safety Glass/Marketing                 $665,120
Kibbutz Palmach Zova
MP Harei Yehuda 90870
Israel

Bae Systems                                 $548,138
9113 Lesaint Drive
Fairfield, OH 45014

PraxAir                                     $496,859
Department AT40174
Atlanta, GA 31192

IMCO                                        $480,120
P.O. Box 189
Tel-Hanan
Israel 20302

Hutchinson Industries                       $461,169
460 Southard Street
Trenton, NJ 086388

Joseph Tryerson & Son                       $402,342
Department AT40108
Atlanta, GA 31192

Burtek Inc.                                 $394,712
P.O. Box 822553
Philadelphia, PA 19182

Olympic Steel                               $368,306
P.O. Box 633538
Cincinnati, OH 45263

Ramsey Manufacturing Co.                    $362,491
P.O. Box 1384
Summerville, SC 29484

Four Rivers Peterbilt Inc.                  $358,245
P.O. Box 4229
Port Wentworth, GA 31407


QUAKER FABRIC: Can't File Plan Without Committee Consent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware barred
furniture upholstery manufacturer Quaker Fabric Corp. from filing
a chapter 11 plan of liquidation absent consent from the official
committee of unsecured creditors appointed in its case.

Moreover, the Court rejected the Debtors' request for an April
extension of their exclusive plan filing period.  The Court
settled for a 66-day extension, giving the Debtors until Feb. 18,
2008, to propose a bankruptcy plan.  The Debtors were given until
April 18 to solicit plan votes.

As reported in the Troubled Company Reporter on Dec. 17, Quaker
Fabric and its debtor-affiliates asked the Court to extend their
exclusive periods to:

   a) file a chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 11, 2008.

The Debtors argued that they have been in chapter 11 for just over
three months and have only recently obtained approval
from the Court to secure DIP financing from their prepetition
secured lenders.  In addition, the Debtors pointed out they have
devoted substantial time and resources in effectuating the sale of
their assets which resulted in the sale of the their Bleachery
Pond and the Tupelo Lee Industrial Park properties to separate
buyers in September 2007.

The Debtors said their cases are large and complex and they need
more time to focus on the formulation, filing and
solicitation of a plan of liquidation that will be accepted by
their creditors and approved by the Court.  The Debtors also
pointed to the progress they have made in the collection of their
receivables and are not seeking an extension to pressure
creditors.

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUAKER FABRIC: Gets Go Signal to Sell Brazilian Unit for $100,000
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permitted
Quaker Fabric Corp. to sell its Brazilian warehouse subsidiary
Quaker Textil do Brasil Ltda to American Decorative Fabric, LLC
for $100,000.

The subsidiary had been a warehouse and sales office.

The Debtors said operations at Quaker Brazil stopped after the
Debtors consummated a sale of substantially all of their assets in
September 2007.

The Debtors initially opted to wind up Quaker Brazil's operations,
however, Brazilian requirements for winding up a company are
expensive.  The Debtors said the costs of "dormancy" under
Brazilian law will likely consume the remaining funds of Quaker
Brazil.

As part of the sale, the buyer required Quaker Fabric Corporation
of Fall River to waive a $797,267 intercompany receivable owing to
it from Quaker Brazil.  The Debtors said they do not believe they
would have recovered the receivable under any realistic
circumstances.

The unit is sold on an "as is, where is" basis.

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
and independent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUEBECOR WORLD: Printing Union Seeks Discussion of Financial Woes
-----------------------------------------------------------------
Canada's largest printing union, CEP Graphical, asked for a
meeting with Quebecor World Inc., executives to discuss the
financial crisis that forced the commercial printer to seek
creditor protection, The Canadian Press reported.

"The current financial crisis at Quebecor World is a major
concern to all Quebecor World employees, including CEP members
and their families," says Duncan Brown, National Director of CEP
Graphical.

"The CEP and our members are committed to the continuing
viability of the company; but the lack of communication and
information has been a problem, thus we are seeking to meet with
company executives to discuss the current situation, its
implications and the solutions."

The union representing workers at Quebecor plants in Europe, UNI
Graphical, has also asked to meet with company brass, the
Canadian Press said.

CEP National President Dave Coles said, "Although there may be
problems in some markets, overall this appears to be a banking
crisis, rather than a business crisis."

CEP, the Communications, Energy and Paperworkers Union of Canada,
represents 150,000 Canadian workers in several key parts of the
economy, including more than 25,000 newspaper, broadcast, film
and printing industry workers.

                      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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of  
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  (Quebecor World Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: BP Canada Wants to End Gas Supply to U.S. Plants
----------------------------------------------------------------
Craig W. Wolfe, Esq., at Kelley Drye & Warren, LLP, in New York,
notes that Quebecor World Inc. and its debtor-affiliates are
seeking to compel BP Canada Energy Marketing Corp., BP Energy
Company, and IGI Resources Inc., to continue to provide natural
gas to the Debtors' printing facilities in the United States under
three separate base contracts.

Mr. Wolfe asserts that the Debtors' request should be denied as
it relates to BP Canada, BPEC and IGI.  He argues that BP Canada,
BPEC and IGI are not "utilities," and are thus not subject to
Section 366 of the Bankruptcy Code.

Section 366 does not define "utility," Mr. Wolfe notes.  However,
he points out that the legislative history of Section 366
indicates that Congress intended the statute to apply only to
those "utilities," which have a special position with respect to
the debtor.  He further notes that utilities may include "an
electric company, gas supplier, or telephone company that is a
monopoly in the are so the debtor cannot easily obtain comparable
services from another utility."

Mr. Wolfe asserts that BP Canada, BPEC and IGI do not have a
monopoly over the sale of natural gas to the Debtors.  There are
numerous other providers of natural gas that are available to the
Debtors, including the local distribution company, he points out.  

Mr. Wolfe also argues that Section 556 expressly prohibits any
injunction that seeks to compel BP Canada, et al., to sell
natural gas to the Debtors because the controlling Base Contracts
are forward contracts.  Section 556 provides, among other things,
that neither the automatic stay nor an "order of a court in any
proceeding under this title," which includes granting the
injunction, apply to contracts between a debtor and a forward
contract merchant under a forward contract, he notes.

                          *     *     *

The Bankruptcy Court prohibits the Utility Providers, in the
interim, to discontinue, alter or refuse service on account of any
unpaid prepetition charges, or require additional assurance of
payment other than the proposed Adequate Assurance pending final
order.

Any Utility Provider who objects to the proposed Adequate
Assurance Procedures must file an objection on or before Feb. 12,
2008.  Utility Providers who do not timely file an objection will
be deemed to consent to the proposed procedures and will be bond
by those procedures.

The Court will convene a hearing on February 21 to consider final
approval of the proposed Adequate Assurance Procedures.  

For purposes of the Interim Order, BP Canada, BPEC, IGI, BP
Energy Marketing Corp., and National Fuel Resources Inc., will
be excluded from the definition of Utility Provider.

                          About BP Canada

Headquartered in Calgary, Alberta, BP Canada Energy Company is an
affiliate of London-based BP p.l.c. -- http://www.bp.com/-- is a  
holding company and employs around 1,500 Canadians.  BP plc
operates through three business segments: Exploration and
Production, Refining and Marketing and Gas, Power and Renewables.  
Exploration and Production's activities include oil and natural
gas exploration, development and production (upstream activities),
together with related pipeline, transportation and processing
activities (midstream activities).  The activities of Refining and
Marketing include oil supply and trading and the manufacture and
marketing of petroleum products, including aromatics and acetyls,
as well as refining and marketing.  Gas, Power and Renewables
activities include marketing and trading of gas and power;
marketing of liquefied natural gas (LNG); natural gas liquids
(NGLs), and low-carbon power generation through its Alternative
Energy business.  BP has operations in Europe, the United States,
Canada, Russia, South America, Australasia, Asia and parts of
Africa.  In August 2006, it acquired Greenlight Enery, Inc.

                      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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of  
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  (Quebecor World Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,http://bankrupt.com/newsstand/
or 215/945-7000)


QUEBECOR WORLD: Can File Schedules and Statements Until March 5
---------------------------------------------------------------
At the Debtors' behest, the U.S. Bankruptcy Court for the Southern
District of New York extends until March 5, 2008, the deadline by
which the Debtors will file their schedules of assets and
liabilities, schedules of current income and expenditures,
schedules of executory contracts and unexpired leases, and
statements of financial affairs.

Proposed counsel to the Debtors, Michael J. Canning, Esq., at
Arnold & Porter LLP, in New York, says the the 30-day extension
is needed since the Debtors maintain voluminous books and records
and complex accounting systems with which certain prepetition
invoices have not yet been received, or entered into the Debtors'
financial accounting systems.

                      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 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  They obtained creditor protection until Feb. 20, 2008.  
Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. 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.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of  
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

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.  The company has
until May 20, 2008, to file a plan of reorganization in the
Chapter 11 case.  (Quebecor World Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REDDY ICE: S&P Confirms B+ Rating After GSO Merger Termination
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and all other ratings on Dallas, Texas-based Reddy Ice
Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice
Corp.  The ratings were removed from CreditWatch, where they had
been placed with negative implications on July 2, 2007.  The
outlook is stable.
     
The ratings were placed on CreditWatch following the company's
definitive merger agreement to be acquired by certain funds
managed by GSO Capital Partners L.P.  On Jan. 31, 2008, Reddy Ice
announced the termination of this pending transaction and the
execution of a settlement agreement between the company and the
affiliates of GSO.  In connection with the transaction termination
agreement, GSO will pay Reddy Ice $21 million and in return Reddy
Ice will pay GSO up to $4 million for fees and expenses associated
with the merger agreement.
     
"While the company experienced operating softness in fiscal 2007,
primarily due to unfavorable weather during the company's peak
revenue-generating months and higher commodity costs, we believe
that Reddy Ice's credit protection measures are still adequate for
its current ratings," said Standard & Poor's credit analyst Bea
Chiem.
     
Based on Reddy Ice's public guidance, Standard & Poor's estimates
that leverage for the fiscal year ended Dec. 31, 2007, will be
near 4.7x, relatively unchanged from pre-merger announcement
levels.  "However, we remain concerned about Reddy Ice's weakened
operating performance, aggressive financial policy, recent
management changes, and increased competition," said Ms. Chiem.
     
If credit protection measures are weaker than expected after a
full review of the company's final fiscal 2007 results (to be
released by the end of February), Standard & Poor's may revise its
outlook to negative over the near term.


RESIDENTIAL CAPITAL: Moody's Downgrades Senior Debt Rating to 'B2'
------------------------------------------------------------------
Moody's Investors Service downgraded to B2, from Ba3, its ratings
on the senior debt of Residential Capital, LLC (ResCap).   
Separately, the senior unsecured rating of GMAC LLC was downgraded
to B1 from Ba3.  The rating outlook for both firms is negative.

The downgrade reflects:

  1) a decline in the company's liquidity profile;

  2) the risk that ResCap's net worth could fall below its minimum
     net worth covenant in the absence of support from its parent,   
     which support is not assured; and,

  3) Moody's belief that ResCap's franchise is impaired.

In general the company's liquidity is ak due to its high
concentration of secured market funding and therefore very low
level of unencumbered assets.  This position leaves the company
vulnerable to disruptions in the wholesale markets.  The previous
rating had anticipated that ResCap would increase its reliance on
deposits and Federal Home Loan Bank advances by originating more
assets in its bank subsidiary.  However this has not occurred and
the migration to bank funding is uncertain.  

Additionally, short term liquidity concerns had been mitigated by
the company's buildup of a sizable cash balance of $6.5 billion at
Sept. 30, 2007.  This balance declined by $2.1 billion in the
fourth quarter primary due to the company being unable to sell
certain international residential mortgage inventory. Of the $4.4
billion cash balance at Dec. 31, 2007, $1.4 billion is in the
company's bank subsidiary and unavailable to service unsecured
maturities.   Moody's considers this cash balance decrease to
represent a substantial decline in the company's contingent
liquidity profile.

ResCap recorded a $921 million loss in Q407, representing its
fifth consecutive quarterly loss.  During the quarter the company
received a $1.1 billion capital benefit from its parent, GMAC,
through GMAC purchasing ResCap debt in the open market below par
and subsequently contributing this debt to ResCap at which point
it was retired.  This capital benefit prevented the company from
violating its minimum net worth covenant of $5.4 billion at
Dec. 31, 2007.  Moody's believes ResCap is likely to incur
additional losses over the coming quarters, possibly at a level
that would reduce capital below its minimum net worth covenant.

The non-performing level of ResCap's held-for-investment portfolio
continues to be well above its rated peer group across loan types,
and Moody's considers its loan loss allowance to be low at 23% of
nonaccrual loans at Dec. 31, 2007.  Additionally, it is unclear
what level of reserving will be required for repurchase
requirements and other contingent liabilities in the coming
quarters.  If ResCap's losses would result in the company
violating its minimum net worth covenant, there is no guarantee
that its parent, GMAC, or its ultimate parents, General Motors and
Cerberus Capital Management, would provide the support required to
avoid a covenant violation.  Moody's has come to believe that
ResCap's parents may have a limited tolerance for supporting
ResCap if ResCap's performance and condition fail to meet
management's expectations for improvement during the first half of
2008.  GMAC's further support of ResCap could result in additional
strains on its capital and liquidity positions.  In relation to
this, creditors' appetite to extend credit to GMAC beyond current
commitments could be affected by GMAC's continued willingness to
provide support to ResCap.

"Beyond the horizon of the first half of 2008, we believe further
support from ResCap's parents will become increasing less certain,
as continued underperformance on the part of ResCap could signal a
failure of the firm to regain solid footing," said Moody's Vice
President Craig Emrick.

Finally, Moody's believes ResCap's franchise has been impaired.   
"We consider ResCap to have a weak competitive position in the US
mortgage sector where all of its major competitors can rely on
robust retail origination channels, low cost deposit funding, and
earnings diversity," said Mr. Emrick.  Moody's believes the
company's ability to gain market share and return to robust
profitability is limited.

Downgrades:

Issuer: Residential Capital, LLC

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
     (P)B2 from a range of (P)B1 to (P)Ba3

  -- Subordinate Regular Bond/Debenture, Downgraded to B3 from B1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from Ba3

Issuer: Residential Funding of Canada Finance ULC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from Ba3

ResCap is a subsidiary or GMAC LLC and is headquartered in
Minneapolis, Minnesota.  Rescap reported equity of $6.0 billion at
Dec. 31, 2007.


RESERVE ESTATES: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Reserve Estates, LLC
        5801 Mount Pleasant Drive
        Prospect, KY 40059

Bankruptcy Case No.: 08-30427

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Kentucky (Louisville)

Judge: Joan A. Lloyd

Debtor's Counsel: Henry K. Jarrett, III, Esq.
                  Suite 10 North
                  First Trust Centre
                  200 South Fifth Street
                  Louisville, KY 40202
                  Tel: () 584-1374
                  Fax: () 585-4009

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Jefferson County Sheriff         Property Tax              $5,126
P.O. Box 70300
Louisville, KY 40270-3000

Louisville Water Company                                   $5,085
P.O. Box 32450
Louisville, KY 40232

Crawford Entertainment Systems                             $4,934
11630 Commonwealth Drive
Suite 800
Louisville, KY 40299

Jefferson County Clerk           Property Tax              $4,778

Gresham Smith & Partners         Bank Loan                 $3,675

Badenwarper Talbott & Roberts    Bank Loan                   $827

Berry Floyd & Baxter             Bank Loan                   $653

Ralph G. Hart                    Bank Loan                   $517

LG&E                             Bank Loan                   $315

Smith-Manus                      Bank Loan                   $259

Dave Burkmeier                   Bank Loan                     $0

DCB Homes                        Bank Loan                     $0

Irwin Union Bank                 Bank Loan                     $0

LaGrange Partners                Bank Loan                     $0

Patricia Boug                    Bank Loan                     $0


RIDGEWAY COURT: Moody's Junks Notes Ratings on Poor Credit Quality
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Ridgeway Court Funding I, Ltd., and left on review
for possible further downgrade ratings of three of these classes
of notes.  The notes affected by this rating action are:

Class Description: $1,000,000,000 Class A1M Senior Floating Rate
                   Notes Due November 2046

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

Class Description: $600,000,000 Class A1Q Senior Floating Rate
                   Notes Due November 2046

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

Class Description: $160,000,000 Class A2 Senior Floating Rate
                   Notes Due November 2046

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

Class Description: $128,000,000 Class A3 Senior Floating Rate
                   Notes Due November 2046

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

Class Description: $46,000,000 Class A4 Senior Floating Rate Notes
                   Due November 2046

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

Class Description: $35,000,000 Class B Deferrable Floating Rate
                   Notes Due November 2046

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

Class Description: $13,000,000 Class C Deferrable Floating Rate
                   Notes Due November 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 21,
2008, as reported by the Trustee, of an event of default caused by
the Class A Principal Coverage Ratio falling below 97.5% pursuant
to Section 5.1(d) of the Indenture dated July 27, 2006.

Ridgeway Court Funding I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Principal Coverage Ratio
relating to the Class A Notes failed to meet the required level.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
the Class A1M Notes, Class A1Q Notes and Class A2 Notes remain on
review for possible further action.


ROBERT THOMAS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert T. Thomas
        Bridget G. Thomas
        dba Bridget Celeste Thomas/
            Bella Cibo Incorporated
        8206 Argentina
        Houston, TX 77040

Bankruptcy Case No.: 08-30757

Chapter 11 Petition Date: February 4, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

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

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a List of his Largest Unsecured Creditors.


ROCK SOLID: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Rock Solid Stone Quarry, LLC
        P.O. Box 521
        Florence, TX 76527

Bankruptcy Case No.: 08-60124

Chapter 11 Petition Date: February 4, 2008

Court: Western District of Texas (Waco)

Debtor's Counsel: Eric R. Borsheim, Esq.
                  1601 Rio Grande
                  Suite 360
                  Austin, TX 78701
                  Tel: (512) 479-7068
                  Fax: (512) 477-0741

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Triple S. Petroleum                Trade Debt             $21,000
P.O. Box 6156
Austin, TX 78762

CNH Capital                        Credit Card             $5,100
P.O. Box 1083
Evansville, IN 47706

Wilder Diamond Tools               Trade Debt              $2,400
1079 West Round Grove Road
Suite 300-330
Louisville, TX 75067

Capital Bearing Service            Trade Debt                $250

Florence Hardware                  Trade Debt                $100

Fox Auto Parts                     Trade Debt                $100

Zigs Exxon                         Trade Debt                $100


RUTLAND RATED: Moody's Junks Ratings on Two Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Rutland Rated Investments
Series 31, 32, 33, 34, 35 (Millbrook 2006-4):

Class Description: Series 31 (Millbrook 2006-4) USD 15,500,000
                   Asset Backed Securities Class A Variable Rate
                   Credit-Linked Notes Due May 2046

  -- Prior Rating: Aa2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: Series 32 (Millbrook 2006-4) USD 42,000,000
                   Asset Backed Securities Class B Variable Rate
                   Credit-Linked Notes Due May 2046

  -- Prior Rating: Aa3
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: Series 33 (Millbrook 2006-4) USD 22,500,000
                   Asset Backed Securities Class C Variable Rate
                   Credit-Linked Notes Due May 2046

  -- Prior Rating: A2
  -- Current Rating: B3, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: Series 34 (Millbrook 2006-4) USD 10,000,000
                   Asset Backed Securities Class E Variable Rate
                   Credit-Linked Notes Due May 2046

  -- Prior Rating: Baa2
  -- Current Rating: Caa3

Class Description: Series 35 (Millbrook 2006-4) USD 4,000,000
                   Asset Backed Securities Class D Variable Rate
                   Credit-Linked Notes Due January 2040

  -- Prior Rating: Baa1
  -- Current Rating: Caa3

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


SACO I TRUST: Moody's Junks Rating on Class B-2 Certs.
------------------------------------------------------
Moody's Investors Service has downgraded a certificate from a deal
issued by SACO I Trust 2004-2.  The action is based on the
analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The transaction is backed by closed end second lien loans,
and has seen recent losses that have completely depleted the
overcollateralization.

Complete rating action is:

Issuer: SACO I Trust 2004-2

  -- Cl. B-2, Downgraded to Caa3 from B3


SAFEGUARD HOLDINGS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Safeguard Holdings, L.P.
                2601 Redrock, Suite 201
                Las Vegas, NV 89146

Case Number: 08-10924

Involuntary Petition Date: February 4, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Tim Anders                     Investment                $90,000
1119 South Mission Road
Suite 102
Fallbrook, CA 92028
Tel: (760) 522-6789


SALANDER-O'REILLY: Protocol Proposed to Identify Art Works Owners
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in
Salander-O'Reilly Galleries LLC's chapter 11 case, the Debtor's  
secured lender First Republic Bank, and the gallery's chief
restructuring officer have proposed procedure for figuring out who
owns art works in Salander-O'Reilly's possession, William Rochelle
at Bloomberg News reports.

The Committee, et al., require anyone who has a claim on art to
file a written notice of the claim by May 9, which claim will be
reviewed by a four-man panel, Mr. Rochelle says.

If the panel unanimously agree a particular art work belongs to
someone else, it will be returned, according to Mr. Rochelle.  The
panel will comprise one member each to represent art claimants,
the gallery, the committee and the bank.

If there is disagreement about ownership, the owner must
participate in non-binding mediation, Mr. Rochelle reports.  An
owner may file a lawsuit before the Bankruptcy Court to recover
the art work if the dispute isn't settled.

The procedures won't apply to art works not in the gallery's
possession, nor will they resolve claims that art objects are
subject to liens or constructive trusts, Mr. Rochelle says.

Objections to the proposed procedures will be heard at a hearing
Feb. 14.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

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

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


SALOMAN BROTHERS: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Saloman Brothers Realty, LLC
        c/o Baywood Square Apartments
        1700 Baywood Drive
        Bay City, TX 77414

Bankruptcy Case No.: 08-30813

Chapter 11 Petition Date: February 5, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Drive
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
Bay City Water                                $7,251
Public Works Department
1901 5th Street
Bay City, TX 77414

TXU Electric                                  $3,300
P.O. Box 666565
Dallas, TX 75266-6565

Bay City Gas                                  $2,900
P.O. Box 1603
Bay City, TX 77474

Allied Waste Services                         $1,700
8101 Little York Road
Houston, TX 77016

AT&T Long Distance                              $263
P.O. Box 78628
Ph9oenix, AZS 85062-8628


S AND A: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: S. and A. Corporation of Clinton
        dba Howard Johnson Express
        2811 North Ashley Street
        Valdosta, GA 31602

Bankruptcy Case No.: 08-70147

Chapter 11 Petition Date: February 4, 2008

Court: Middle District of Georgia (Valdosta)

Debtor's Counsel: William Orson Woodall, Esq.
                  Woodall and Woodall
                  P.O. Box 3335
                  1003 North Patterson Street
                  Valdosta, GA 31604
                  Tel: (229) 247-1211
                  Fax: (229) 247-1636

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Lowndes Co. Tax                  Back Property Taxes       $3,000
Commissioner
300 North Patterson Street
Valdosta, GA 31601


SAND TECH: Oct. 31 Balance Sheet Upside-Down by CDN$1.2M
--------------------------------------------------------
SAND Technology Inc.'s consolidated balance sheet at Oct. 31,
2007, showed CDN$2,245,054 in total assets and CDN$3,431,925 in
total liabilities, resulting in a CDN$1,186,871 total
stockholders' deficit.

At Oct. 31, 2007, the company's consolidated balance also showed
strained liquidity with CDN$2,001,607 in total current assets
available to pay CDN$3,431,925 in total current liabilities.

The company reported a net loss for the first quarter of fiscal
year 2008 of CDN$304,920, on revenues of CDN$1,784,925.  In
comparison with the first quarter of fiscal year 2007,
revenues have increased by over 21.0% and the operating loss has
decreased by over 64.0%.

"We are encouraged by the revenue growth over the first quarter of
last year," said Arthur Ritchie, president and chief executive
officer of SAND.  "This gives us some indication on the level of
the growing interest for our SAND/DNA products in general and our
new SAND/DNA for SAP BI offering," added Ritchie.

              Management Raises Going Concern Doubt

The company said it will continue to search for additional sources
of debt and equity financing.  It added that there can be no
assurance that its activities will be successful and as a result
there is doubt regarding the "going concern" assumption.

The company said that because it has not been profitable in four
out of its last five fiscal years, it has had to fund losses
through a combination of sales of liquid investments and assets.  
The company incurred losses of CDN$7,129,930 in fiscal 2004,
CDN$7,363,054 for the fiscal year ended July 31, 2005,
CDN$3,926,921 for the fiscal year ended July 31, 2006 and
CDN$2,526,524 for the fiscal year end July 31, 2007.  

Although fiscal year 2003 was profitable, the profit was due to
the gain from the sale of ClarityBlue, which amounted to
CDN$11,757,280.  According to the company, had it not sold
ClarityBlue, it would have shown a loss of CDN$1,964,199.

                      About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF) --
http://www.com/-- provides advanced analytic data management  
products.  SAND Technology-based solutions include CRM analytics,
financial analysis, regulatory compliance and specialized Business
Intelligence applications for government and security, healthcare,
telecommunications, financial services, retail and other business
sectors.

SAND Technology has offices in the United States, Canada, the
United Kingdom and Central Europe.


SAXON ASSET: Moody's Cuts and Reviews Ratings on Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade three certificates from a deal issued by Saxon
Asset Securities Trust 2001-3.  The actions are based on the
analysis of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The transaction is backed by fixed rate and adjustable rate
home equity loans, and has seen recent losses that have completely
depleted the overcollateralization.  The pool factor is 5.5% as of
the December 25th reporting date.

Complete rating actions are:

Issuer: Saxon Asset Securities Trust 2001-3

  -- M-1, Placed on Review for Possible Downgrade, currently Aa2
  -- M-2, Downgraded to B3 from Baa1
  -- B, Downgraded to C from Caa3


SAYBROOK POINT: Moody's Downgrades Three Classes of Senior Notes
----------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Saybrook Point CBO, Limited:

Class Description: Class A Floating Rate Senior Notes, Due 2031

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Baa1

Class Description: Class B Floating Rate Senior Secured Notes, Due
                   2036

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba2

Class Description: Class C Fixed Rate Senior Secured Notes, Due    
                   2036

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

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


SEAGATE TECH: Board of Directors Approves $2.5BB Share Repurchase
-----------------------------------------------------------------
Seagate Technology divulged that its board of directors has
approved an increase in its quarterly dividend from $0.10 to $0.12
per share, effective with the dividend expected to be paid to
shareholders after the conclusion of the company's third fiscal
quarter of 2008.

Additionally, the board of directors has authorized the company to
repurchase up to an additional $2.5 billion of its outstanding
common shares over the next 24 months.  This new share repurchase
authorization continues our commitment to enhancing shareholder
value.

Seagate expects to fund the share repurchase through a combination
of cash on hand, future cash flow from operations and potential
alternative sources of financing.  Share repurchases under this
program may be made through a variety of methods, which may
include open market purchases, privately negotiated transactions,
block trades, accelerated share repurchase transactions or
otherwise, or by any combination of such methods.  The timing and
actual number of shares repurchased will depend on a variety of
factors including the common share price, corporate and regulatory
requirements and other market and economic conditions.  The share
repurchase program may be suspended or discontinued at any time.

                      About Seagate Technology

Headquartered in Grand Cayman, Cayman Islands, Seagate Technology
(NYSE: STX) -- http://www.seagate.com-- is engaged in the design,  
manufacture and marketing of rigid disc drives.  The company
produces a range of disc drive products addressing enterprise
applications, where its products are used in enterprise servers,
mainframes and workstations; desktop applications, where its
products are used in desktop computers; mobile computing
applications, where the company's products are used in notebook
computers, and consumer electronics applications, where its
products are used in a variety of devices, such as digital video
recorders, gaming devices and other consumer electronic devices
that require storage. In May 2006, the company acquired Maxtor
Corporation.


SEAGATE TECHNOLOGY: S&P's BB+ Rating Unmoved by Share Repurchase
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Scotts
Valley, California-based Seagate Technology (BB+/Stable/--) are
not affected by the company's announcement that the board of
directors has approved a $2.5 billion share repurchase program.   
The new program replaces a $2.5 billion authorization approved in
August 2006.  Similar to its prior share repurchase program, the
authorization is for two years, and S&P expects it to be
administered at a measured pace.

Seagate's liquidity is adequate to fund a $2.5 billion program,
with cash of $1.75 billion as of Dec. 31, 2007, and about
$700 million of discretionary cash flow in the 12 months ended
December 2007.  The company is expected to maintain a moderate
leverage profile.


SECURE COMPUTING: S&P Lifts Rating on $110 Mil. Facility to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating on
Secure Computing Corp.'s $110 million senior secured credit
facility to 'BB' from 'BB-'.  This action follows Secure
Computing's continued repayment of its first-lien term loan.
     
The first-lien facility, which consists of a $20 million revolving
credit facility and a $90 million term loan B, is rated 'BB' (two
notches above the corporate credit rating on the company).  The
recovery rating is revised to '1', indicating the expectation for
very high (90% to 100%) recovery in the event of a payment
default, from '2'.
     
"The corporate credit rating on Secure Computing reflects its
narrow business profile and secondary market positions," said
Standard & Poor's credit analyst David Tsui.  "These factors are
offset partially by the favorable business environment in
enterprise security solutions and recurring revenues based on a
predictable subscription and maintenance revenue stream."
  
                         Ratings List

                           Upgraded
                                  
                                     To                   From
                                     --                   ----
Secure Computing Corp.

Senior Secured
  
  $20 mil revolv credit fac          BB                  BB-
   Recovery Rating                   1                   2
  
  $90 mil term ln B                  BB                  BB-
   Recovery Rating                   1                   2


SECURITIZED ASSET: Moody's Lowers and Reviews Ratings on 10 Certs.
------------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible downgrade 10 certificates from two deals issued by
Securitized Asset Backed Receivables Trust in 2004.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.  The transactions are backed by fixed rate and
adjustable rate subprime mortgage loans originated by Decision One
Mortgage Company.

Both the 2004-DO1 and the 2004-DO2 are passing their respective
delinquency and cumulative loss triggers thereby allowing the
enhancement levels of all tranches to step-down to their
respective target levels.  This decrease in enhancement coupled
with the back ended expected losses are the main drivers for the
rating action.

Complete rating actions are:

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-DO1

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Downgraded to B3 from Baa2

  -- Cl. B-3, Downgraded to Caa2 from Baa3

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-DO2

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Downgraded to B1 from Baa2

  -- Cl. B-3, Downgraded to B3 from Baa3


SILHOUETTE CLOTHING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Silhouette Clothing, Inc.
        dba Silhouette
        dba Love D
        7105 Paramount Boulevard
        Pico Rivera, CA 90660

Bankruptcy Case No.: 08-11471

Type of Business: The Debtor retails women's clothing.

Chapter 11 Petition Date: February 5, 2008

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Lawrence A. Diamant, Esq.
                  Robinson, Diamant & Wolkowitz, APC
                  1888 Century Park East, Suite 1500
                  Los Angeles, CA 90067-1702
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Quiksilver                       Vendor                   $96,277
15202 Graham
Huntington Beach, CA 92649

Shoe Magnate, Inc.               Vendor                   $60,488
18560 East San Jose Avenue
City of Industry, CA 91748

Wells Fargo Bank                 Line of Credit           $49,986
Bus Payment Processing
P.O. Box 54349
Los Angeles, CA 90054-0439

Bank of America, N.A.            Line of Credit           $49,583

Wax Jean                         Vendor                   $39,203

Fortune Dynamic, Inc.            Vendor                   $35,191

Chase Card Service               Credit Card              $33,466

Do & Be                          Vendor                   $33,036

Hannah                           Vendor                   $32,673

Janette                          Vendor                   $29,066

Scott Apparel, Inc.              Vendor                   $28,817

Monteau, Inc.                    Vendor                   $28,234

Converse, Inc.                   Vendor                   $27,581

H.S. Clothing & Cielo            Vendor                   $27,437

Clothing Illustrated, Inc.       Vendor                   $26,653

Be Cool                          Vendor                   $27,198

To Have Fashion, Inc.            Vendor                   $23,946

Spot Footware, Inc.              Vendor                   $22,939

Angel                            Vendor                   $22,596

Joia Trading Co.                 Vendor                   $22,760


SOUNDVIEW HOME: Moody's Cuts Ratings on 2001, 2005 Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded seven certificates from
three deals issued by Soundview Home Loan Trust in 2001 and 2005.  
The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The 2001-2 and 2005-1 transactions
are backed by first and second-lien, fixed and adjustable-rate
subprime mortgage loans.  The 2005-B transaction is backed by
closed end second lien loans, and has seen recent losses that have
completely written-off four non-rated tranches.

Complete rating actions are:

Issuer: Soundview Home Equity Loan Asset-Backed Certificates,  
        Series 2001-2

  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. M-3, Downgraded to B1 from Ba2

Issuer: Soundview Home Loan Trust 2005-1

  -- Cl. M-8, Downgraded to Ba1 from Baa2
  -- Cl. M-9, Downgraded to Ba3 from Baa3
  -- Cl. B-1, Downgraded to Caa1 from Ba2

Issuer: Soundview Home Loan Trust 2005-B

  -- Cl. M-9, Downgraded to B3 from Baa3


SPECIALTY UNDERWRITING: Moody's Junks Rating on Class B-3 Certs.
----------------------------------------------------------------
Moody's Investors Service has downgraded one certificate and
placed on review for possible downgrade nine certificates from
three deals issued by Specialty Underwriting and Residential
Finance in 2005.  The actions are based on the analysis of the
credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The transactions are backed by subprime mortgage loans.

Complete rating actions are:

Issuer: Specialty Underwriting and Residential Finance Series
        2005-AB1

  -- Cl. M-4, Placed on Review for Possible Downgrade,
     currently A3

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. B-3, Downgraded to Caa2 from Ba2

Issuer: Specialty Underwriting and Residential Finance Trust,
        Series 2005-BC1

  -- Cl. B-1, Placed on Review for Possible Downgrade,
     currently Baa1

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

Issuer: Specialty Underwriting and Residential Finance Trust,
Series 2005-BC2

  -- Cl. B-2, Placed on Review for Possible Downgrade,
     currently Baa2

  -- Cl. B-3, Placed on Review for Possible Downgrade,
     currently Baa3

  -- Cl. B-4, Placed on Review for Possible Downgrade,
     currently Ba1


STRUCTURED ADJUSTABLE: Moody's Pares Rating on Class M5 to 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded a certificate and placed
on review for possible downgrade another certificate from a deal
issued by Structured Adjustable Rate Mortgage Loan Trust 2005-10.   
The actions are based on the analysis of the credit enhancement
provided by subordination and excess spread relative to the
expected loss.  The transaction is backed by Alt-A mortgage loans.

Complete rating actions are:

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2005-10

  -- Cl. M3, Placed on Review for Possible Downgrade, currently A3
  -- Cl. M5, Downgraded to B3 from Baa3


STRUCTURED ASSET: Fitch Adjusts Ratings Basing on Loan Performance
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Structured Asset
Securities Corporation mortgage pass-through certificates.  
Affirmations total $826.3 million and downgrades total
$736.6 million.  In addition, $38.5 million is placed or remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class, rated 'B' or higher, are included
with the rating actions as:

Series 2005-S1
  -- $27.3 million class M2 affirmed at 'AA+'
     (BL: 94.83, LCR: 4.86);

  -- $14.3 million class M3 affirmed at 'AA'
     (BL: 81.77, LCR: 4.19);

  -- $28.7 million class M4 affirmed at 'A+'
     (BL: 53.17, LCR: 2.73);

  -- $6.3 million class M5 rated 'A', remains on Rating Watch
     Negative (BL: 46.14, LCR: 2.37);

  -- $5.2 million class M6 rated 'BBB+', remains on Rating Watch
     Negative (BL: 38.86, LCR: 1.99);

  -- $5.0 million class M7 rated 'BBB-', remains on Rating Watch
     Negative (BL: 31.65, LCR: 1.62);

  -- $3.5 million class M8 rated 'B', remains on Rating Watch
     Negative (BL: 26.35, LCR: 1.35);

  -- $5.3 million class B1 remains at 'C/DR6', and is removed from
     Rating Watch Negative:

  -- $2.9 million class B2 remains at 'C/DR6', and is removed from
     Rating Watch Negative;

  -- $2.5 million class B3 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (34%), American Home (13%), Option One
     (11%);
  -- 60+ day Delinquency: 14.62%;
  -- Realized Losses to date (% of Original Balance): 5.31%;
  -- Expected Remaining Losses (% of Current Balance): 19.49%;
  -- Cumulative Expected Losses (% of Original Balance): 8.74%.

Series 2005-S2
  -- $12.9 million class M1 affirmed at 'AA+'
     (BL: 94.57, LCR: 3.42);

  -- $10.7 million class M2 affirmed at 'AA' (BL: 82.98, LCR: 3);

  -- $8.7 million class M3 affirmed at 'AA-'
     (BL: 71.72, LCR: 2.6);

  -- $7.9 million class M4 affirmed at 'A+'
     (BL: 61.45, LCR: 2.22);

  -- $7.5 million class M5 affirmed at 'A' (BL: 51.67, LCR: 1.87);

  -- $5.9 million class M6 affirmed at 'A-'
     (BL: 43.78, LCR: 1.58);

  -- $5.3 million class M7 rated 'BBB', remains on Rating Watch
     Negative (BL: 36.50, LCR: 1.32);

  -- $4.5 million class M8 downgraded to 'B' from 'BB', and
     remains on Rating Watch Negative (BL: 30.21, LCR: 1.09);

  -- $4.3 million class M9 downgraded to 'CC/DR4' from 'B', and
     removed from Rating Watch Negative;

  -- $7.3 million class M10 remains at 'C/DR6';

  -- $2.9 million class B1 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (40%), Fieldstone (23%), Accredited
     (14%);
  -- 60+ day Delinquency: 15.31%;
  -- Realized Losses to date (% of Original Balance): 7.41%;
  -- Expected Remaining Losses (% of Current Balance): 27.62%;
  -- Cumulative Expected Losses (% of Original Balance): 12.85%.

Series 2005-S3
  -- $14.6 million class M1 affirmed at 'AA+'
     (BL: 94.62, LCR: 3.29);

  -- $19.7 million class M2 affirmed at 'AA'
     (BL: 83.31, LCR: 2.9);

  -- $12.5 million class M3 affirmed at 'AA-'
     (BL: 73.86, LCR: 2.57);

  -- $11.6 million class M4 affirmed at 'A+'
     (BL: 64.62, LCR: 2.25);

  -- $11.1 million class M5 affirmed at 'A'
     (BL: 55.68, LCR: 1.94);

  -- $10.2 million class M6 affirmed at 'A-'
     (BL: 47.20, LCR: 1.64);

  -- $9.1 million class M7 affirmed at 'BBB'
     (BL: 39.49, LCR: 1.37);

  -- $8.3 million class M8 rated 'BB', placed on Rating Watch
     Negative (BL: 32.46, LCR: 1.13);

  -- $7.5 million class M9 downgraded to 'C/DR4' from 'B+';
  -- $9.1 million class M10 downgraded to 'C/DR6' from 'B';
  -- $7.7 million class M11 revised to 'C/DR6' from 'C/DR5';
  -- $3.9 million class B1 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (29%), Option One (23%), Fremont (15%);
  -- 60+ day Delinquency: 15.35%;
  -- Realized Losses to date (% of Original Balance): 9.10%;
  -- Expected Remaining Losses (% of Current Balance): 28.77%;
  -- Cumulative Expected Losses (% of Original Balance): 15.6%.

Series 2005-S5
  -- $44 million class A2 affirmed at 'AAA'
     (BL: 90.80, LCR: 2.67);

  -- $37.4 million class M1 affirmed at 'AA+'
     (BL: 73.13, LCR: 2.15);

  -- $32.5 million class M2 downgraded to 'A' from 'AA'
     (BL: 57.57, LCR: 1.69);

  -- $14.2 million class M3 downgraded to 'BBB' from 'AA-'
     (BL: 50.69, LCR: 1.49);

  -- $30.3 million class M4 downgraded to 'B' from 'BBB'
     (BL: 36.03, LCR: 1.06);

  -- $10.5 million class M5 downgraded to 'C/DR5' from 'BBB-';
  -- $11.1 million class M6 downgraded to 'C/DR6' from 'BB';
  -- $9.9 million class M7 downgraded to 'C/DR6' from 'B+';
  -- $9.9 million class M8 remains at 'C/DR6';
  -- $8.9 million class B1 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (39%), Option One (35%), Fremont (14%);
  -- 60+ day Delinquency: 17.05%;
  -- Realized Losses to date (% of Original Balance): 8.28%;
  -- Expected Remaining Losses (% of Current Balance): 33.97%;
  -- Cumulative Expected Losses (% of Original Balance): 19.76%.

Series 2005-S6
  -- $60.9 million class A2 affirmed at 'AAA'
     (BL: 83.08, LCR: 2.21);

  -- $26.1 million class M1 affirmed at 'AA+'
     (BL: 69.34, LCR: 1.84);

  -- $22.3 million class M2 downgraded to 'A' from 'AA-'
     (BL: 57.57, LCR: 1.53);

  -- $10.3 million class M3 downgraded to 'BBB' from 'A'
     (BL: 52.10, LCR: 1.38);

  -- $14.8 million class M4 downgraded to 'BB' from 'BBB+'
     (BL: 44.19, LCR: 1.17);

  -- $10.8 million class M5 downgraded to 'B' from 'BBB-'
     (BL: 38.38, LCR: 1.02);

  -- $6.5 million class M6 downgraded to 'C/DR6' from 'BB+';
  -- $11.3 million class M7 downgraded to 'C/DR6' from 'B+';
  -- $7.2 million class M8 downgraded to 'C/DR6' from 'B';
  -- $6.5 million class M9 remains at 'C/DR6';
  -- $3.7 million class B1 remains at 'C/DR6';
  -- $5.0 million class B2 remains at 'C/DR6';
  -- $4.9 million class B3 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (54%), Ameriquest (35%);
  -- 60+ day Delinquency: 13.71%;
  -- Realized Losses to date (% of Original Balance): 9.62%;
  -- Expected Remaining Losses (% of Current Balance): 37.67%;
  -- Cumulative Expected Losses (% of Original Balance): 23.82%.

Series 2005-S7
  -- $10.6 million class A1 affirmed at 'AAA'
     (BL: 98.56, LCR: 3.92);

  -- $141.1 million class A2 affirmed at 'AAA'
     (BL: 63.50, LCR: 2.53);

  -- $26.7 million class M1 affirmed at 'AA+'
     (BL: 53.80, LCR: 2.14);

  -- $25.1 million class M2 affirmed at 'AA'
     (BL: 44.65, LCR: 1.78);

  -- $11.2 million class M3 downgraded to 'A' from 'AA-'
     (BL: 40.53, LCR: 1.61);

  -- $8.8 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 37.24, LCR: 1.48);

  -- $13.0 million class M5 downgraded to 'BB' from 'A-'
     (BL: 32.30, LCR: 1.28);

  -- $8.8 million class M6 downgraded to 'BB' from 'BBB'
     (BL: 28.81, LCR: 1.15);

  -- $7.7 million class M7 downgraded to 'B' from 'BBB-'
     (BL: 25.52, LCR: 1.01);

  -- $7.2 million class M8 downgraded to 'C/DR4' from 'BB';
  -- $7.7 million class M9 downgraded to 'C/DR5' from 'B+';
  -- $6.6 million class B downgraded to 'C/DR6' from 'B'.

Deal Summary
  -- Originators: Aurora (54%), Ameriquest (35%);
  -- 60+ day Delinquency: 8.65%;
  -- Realized Losses to date (% of Original Balance): 3.22%;
  -- Expected Remaining Losses (% of Current Balance): 25.15%;
  -- Cumulative Expected Losses (% of Original Balance): 16.3%.

Series 2006-ARS1
  -- $88.2 million class A1 downgraded to 'CCC/DR3' from 'BBB-';
  -- $13.9 million class M1 downgraded to 'C/DR6' from 'BB';
  -- $12.1 million class M2 downgraded to 'C/DR6' from 'B';
  -- $5.9 million class M3 downgraded to 'C/DR6' from 'B-/DR2';
  -- $5.3 million class M4 downgraded to 'C/DR6' from 'B-/DR2';
  -- $5.5 million class M5 downgraded to 'C/DR6' from 'B-/DR2';
  -- $5.1 million class M6 remains at 'C/DR6'.

Deal Summary
  -- Originators: Argent (100%);
  -- 60+ day Delinquency: 19.31%;
  -- Realized Losses to date (% of Original Balance): 17.47%;
  -- Expected Remaining Losses (% of Current Balance): 58.88%;
  -- Cumulative Expected Losses (% of Original Balance): 51.74%.

Series 2006-S1
  -- $95.9 million class A1 affirmed at 'A+'
     (BL: 70.21, LCR: 2.01);

  -- $44.1 million class A2 downgraded to 'A' from 'A+'
     (BL: 52.69, LCR: 1.51);

  -- $21.1 million class M1 downgraded to 'BB' from 'BBB+'
     (BL: 42.93, LCR: 1.23);

  -- $9.9 million class M2 downgraded to 'B' from 'BBB'
     (BL: 38.31, LCR: 1.09);

  -- $11.0 million class M3 downgraded to 'CC/DR4' from 'BB+';
  -- $10.1 million class M4 downgraded to 'C/DR6' from 'BB-';
  -- $7.5 million class M5 downgraded to 'C/DR6' from 'B';
  -- $6.1 million class M6 remains at 'C/DR6';
  -- $5.7 million class M7 remains at 'C/DR6';
  -- $5.6 million class M8 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (96%);
  -- 60+ day Delinquency: 9.65%;
  -- Realized Losses to date (% of Original Balance): 7.61%;
  -- Expected Remaining Losses (% of Current Balance): 35.00%;
  -- Cumulative Expected Losses (% of Original Balance): 24.83%.

Series 2006-S2
  -- $45.8 million class A1 affirmed at 'AAA'
     (BL: 97.56, LCR: 2.58);

  -- $98.4 million class A2 affirmed at 'AAA'
     (BL: 77.62, LCR: 2.06);

  -- $106.6 million class M1 downgraded to 'BBB' from 'A+'
     (BL: 49.60, LCR: 1.31);

  -- $34.7 million class M2 downgraded to 'B' from 'BBB+'
     (BL: 40.16, LCR: 1.06);

  -- $13.7 million class M3 downgraded to 'CC/DR4' from 'BBB';
  -- $17.3 million class M4 downgraded to 'C/DR6' from 'BBB-';
  -- $14.7 million class M5 downgraded to 'C/DR6' from 'BB';
  -- $9.1 million class M6 downgraded to 'C/DR6' from 'BB-';
  -- $8.8 million class M7 downgraded to 'C/DR6' from 'B+';
  -- $6.5 million class M8 downgraded to 'C/DR6' from 'B';
  -- $6.5 million class M9 remains at 'C/DR6';
  -- $5.2 million class B1 remains at 'C/DR6';
  -- $6.8 million class B2 remains at 'C/DR6';
  -- $1.3 million class B3 remains at 'C/DR6'.

Deal Summary
  -- Originators: Aurora (100%);
  -- 60+ day Delinquency: 13.19%
  -- Realized Losses to date (% of Original Balance): 5.84%;
  -- Expected Remaining Losses (% of Current Balance): 37.76%;
  -- Cumulative Expected Losses (% of Original Balance): 27.47%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCR's specifically for subprime second lien transactions are:
'AAA': 2.00; 'AA': 1.75; 'A': 1.50; 'BBB': 1.30; 'BB' 1.10; 'B':
1.00.  


TEMBEC INC: Furnishes Updates on Proposed Recapitalization
----------------------------------------------------------
Tembec Inc. yesterday provided an update on its proposed
recapitalization transaction disclosed on Dec. 19, 2007.

  -- Additional noteholders have executed support agreements in
     which they agreed to vote in favor of and to support the
     recapitalization.  Noteholders have now agreed to vote in
     excess of $795 million of notes in favor of and to support
     the recapitalization, representing in excess of 66% of the
     total amount of notes outstanding.

  -- As contemplated in the key terms of the recapitalization
     announced on Dececember 19, all additional backstop deals
     with Tembec have now been completed.

  -- Tembec received written notice from the financial advisors
     to the informal committee of noteholders, confirming the
     committee's continuing support for the recapitalization and
     advising Tembec that they have informed Jolina Capital Inc.
     and its advisors of such views in respect of the
     recapitalization.

Tembec stakeholders are also reminded of these:

  -- As previously stated, a management proxy circular relating
     to the recapitalization was mailed to registered noteholders
     of Tembec Industries Inc. and registered shareholders of
     Tembec Inc. on Jan. 29, 2008.

  -- Qualifying noteholders who wish to participate in the new
     $300 million loan to Tembec Industries Inc. must deliver
     properly executed new loan participation forms to
     Computershare Investor Services prior to Feb. 15, 2008.
     Details regarding participation in the new loan are
     contained in the proxy circular.

  -- A special meeting of shareholders and a meeting of
     noteholders will be held on Feb. 22, 2008 relating to the
     approval of the recapitalization.  Proxies for the meetings
     must be received by Computershare Investor Services prior to
     5:00 p.m. (Toronto time) on Feb. 20, 2008.

  -- A hearing for the court order approving the recapitalization
     has been set for Feb. 27, 2008.  Implementation of the
     recapitalization is expected to occur on Feb. 29, 2008.

Tembec indicated that it will continue to solicit and obtain
further support for the recapitalization.

Further information concerning the meetings, the completion of
proxies and participation in the new loan is provided in the proxy
circular and related materials, which are available on:

  -- SEDAR: http://www.sedar.com
  -- EDGAR: http://www.sec.gov/edgar.shtml
  -- Tembec's Web site: http://www.tembec.com/

Questions regarding the meetings or participation in the new loan
should be directed to Georgeson Shareholder Communications Canada
Inc. through telephone numbers, 1-866-783-6756.

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Jolina Capital Inc. has presented the terms of its proposal for
the recapitalization of Tembec Inc. at a meeting of the holders of
Tembec Industries Inc. unsecured senior notes respectively due
June 2009, February 2011 and March 2012.

The meeting was convened after Tembec's rejection of the Jolina
Proposal and Tembec's invitation to Jolina to make the details of
its proposal available to Tembec's stakeholders through a public
statement.

          News Say Bondholders Balk at Recapitalization Plan

The Canadian Press stated Tuesday that a number of bondholders
have united to object to Tembec Inc.'s recapitalization as offered
by Jolina Capital.  This rejection, based on the report, may
likely lead Tembec to go into bankruptcy under Companies
Creditors' Arrangment Act (Canada) to allow the company get other
refinancing.

According to Canadian Press, creditors who were at last week's
meeting with Jolina Capital asserted that "a disproportionate
power" will be bestowed upon Jolina chairman Emanuele Saputo when
the recapitalization is completed.  Mr. Saputo was once part of
Tembec's board of directors and presently owns about 19.4% stake
at Tembec, according to the news.  But many speculate that Mr.
Saputo will gain influence over Tembec's $1.2 billion
recapitalization at a Feb. 22, 2008 meeting if the plan earns at
least one-third of the votes, report related.  About two-thirds of
bondholders and shareholders must support the recapitalization
during separate conventions, Canadian Press said.

Mr. Saputo's consultant, Neil Rothschild told Canadian Press that
his client remains indecisive.  Tembec refused to comment about
the possibility of CCAA filing, Canadian Press added.

                           About Tembec

Headquartered in Montreal Quebec, Tembec Inc. (TSC:TBC) --
http://www.tembec.com -- operates an integrated forest products  
business.  The company's operations consist of four business
segments: forest products, pulp, paper and chemicals.  The forest
products segment consists primarily of forest and sawmills
operations, which produce lumber and building materials.  The pulp
segment includes the manufacturing and marketing activities of a
number of different types of pulps.  The paper segment consists
primarily of production and sales of newsprint and bleached board.   
The chemicals segment consists primarily of the transformation and
sale of resins and pulp by-products.  As of Sept. 29, 2007, Tembec
operated manufacturing facilities in New Brunswick, Quebec,
Ontario, Manitoba, Alberta, British Columbia, the states of
Louisiana and Ohio, as well as in Southern France.

                          *     *     *

Standard & Poor's placed Tembec Inc.'s long term foreign and local
issuer credit ratings at 'CC' in Dec. 20, 2007.


TOUSA INC: Court Sets Feb. 28 Final Hearing on $650MM DIP Loan
--------------------------------------------------------------
The Honorable John K. Olson of the United States Bankruptcy Court
for the Southern District of Florida, Miami Division, will convene
a hearing February 28, 2008, to consider the entry of a final
order with respect to the Debtors' DIP Financing request.

The Debtors is seeking permission to borrow up to $650,000,000 to
fund operations and other charges while in bankruptcy.

As reported in the Troubled Company Reporter on Feb. 1, TOUSA
permitted the Debtors to borrow, on an interim basis, up to
$134,574,000 from Citigroup Global Markets Inc. and a syndicate of
lenders to pay for their normal operating expenses.  The Court
also permitted the Debtors to pay DIP financing fees.

Aurelius Capital Master, Ltd., Aurelius Capital Partners, LP,
Attentus CDO I, Ltd., Attentus CDO II, Ltd., Trapeza CDO X, Ltd.,
GSO Special Situations Fund L.P., GSO Special Situations Overseas
Master Fund Ltd., GSO Credit Opportunities Fund (Helios), L.P., K
Squared Capital Master Fund L.P. and Lyxor/K Squared Capital Fund  
Ltd. tried to block approval of the Debtors' request to obtain
financing on an interim basis.

While the Noteholders agree that the Debtors have long needed a
financial restructuring and welcome the Debtors filing for
bankruptcy protection, they argued that the Debtors cannot
demonstrate an "emergency" situation exist to warrant approval of
the proposed DIP financing.

The Noteholders lobbied to the Court to allow interested parties
to conduct discovery.

"The DIP Motion represents the continuation of the Debtors'
damaging pattern of sacrificing its unsecured noteholders'
interests to mollify their bank lenders," Paul J. Battista, Esq.,
at Genovese, Joblove & Battista, P.A., in Miami, Florida, said on
the Noteholders' behalf.

Mr. Battista argued that TOUSA Inc. forced its subsidiaries to
grant TOUSA's First and Second Lien Term Loan Lenders secured
guaranties of $500 million and to guaranty its $700 million
revolver.  He said the TOUSA Subsidiaries did not receive any
consideration from the $500 million in new financing nor from
certain draws from the refinanced revolver -- draws knowingly made
in violation of the Noteholders' indenture.  "These loans merely
refinanced parent TOUSA's debt to its lenders that had commenced
collection lawsuits," he said.

The TOUSA Subsidiaries' guaranties of the First and Second Lien
Term Loans, along with debt under the Debtors' revolving credit
facility, undeniably rendered the Debtors insolvent, Mr. Battista
said.  "Avoidance of this debt likely would pay the TOUSA
Subsidiaries' unsecured creditors in full."

Mr. Battista told the Court that virtually every provision of the
proposed DIP financing promotes the Prepetition Lenders' interest
at the expense of those of the TOUSA Subsidiaries' unsecured
creditors, citing that:

   * The Prepetition Lenders are not entitled to adequate
     protection.  The Noteholders intend to prove that the
     Prepetition Lenders are not secured by liens of the TOUSA
     Subsidiaries and thus, are not entitled to any adequate
     protection.

   * The Debtors propose to "roll-up" the prepetition revolver
     and the prepetition First Lien Term Loan.  The Debtors seek
     to convert illegally more than $515 million of prepetition
     debt into postpetition secured, superpriority debt.  "The
     Debtors fail to disclose that the DIP Lenders have agreed to
     provide DIP financing even if the Court does not approve the
     Roll-up," Mr. Battista says.

   * The proposed DIP Financing unfairly prejudices prosecution
     of claims against Prepetition Lenders.  The Debtors release
     all claims against the Prepetition Lenders and instead,
     leave to other parties the right to file challenges to the
     Prepetition claims within 60 to 75 days, but prohibit
     funding of any challenges.

   * The DIP Order Should Provide Immediate Standing to creditors
     to prosecute claims against the Prepetition Lenders.
     Otherwise, the proposed brief investigation period will
     decrease further by the time necessary to litigate standing.

The proposed financing is procedurally inappropriate, Mr. Battista
said.  

"[Moreover], the Debtors cannot prove immediate and irreparable
harm because they do not need the money," Mr. Battista avers.  
"Instead, as the Debtors all but concede, they are seeking
approval on an interim basis solely as a public relations coup for
their vendors and suppliers."

In its Interim DIP Order, the Court clarified that no portion of
the DIP Obligations incurred by the Debtors prior to the Final DIP
Hearing will be used to repay any portion of the Prepetition
Lender Obligations.

Subject to the Carve-Out for the fees of bankruptcy professionals
and U.S. Trustee Fees, all DIP Obligations constitute allowed
superpriority administrative expense claims under Section
364(c)(1) of the Bankruptcy Code, the Court held.

A full-text copy of the Interim DIP Order is available for free at
http://bankrupt.com/misc/TOUSA_InterimDIPorder.pdf


TOUSA INC: Amends Value of Assets and Debts as of September 30
---------------------------------------------------------------
TOUSA Inc. and its debtor affiliates amended their Chapter 11
voluntary petition to report $2,291,688,010 in assets and
$2,247,566,361 in liabilities as of Sept. 30, 2007.

In its original petition, the company reflected roughly
$2.27 billion in assets and $1.76 billion in liabilities as of the
end of the 2007 third quarter.

Tousa spokesman Thomas Becker told Bloomberg News that the
discrepancy in the reporting of the company's financial date was a
"clerical error."

                      Plan Term Sheet Filed

The company also relates that it has met with the advisors for
certain holders of its Senior Notes and Senior Subordinated Notes
to discuss de-leveraging objectives and a general process for a
comprehensive restructuring.

TOUSA avers that it has successfully negotiated a plan term sheet
with certain holders of Senior Notes, and on January 28, 2008,
entered into a Restructuring Support Agreement with those
holders.

The Plan Term Sheet provides, among other things, that the Plan
will provide these treatment for key constituencies:

   * Refinance TOUSA's Revolving Loan Facility and the First Lien
     Term Debt by borrowings under the DIP financing

   * Reinstate TOUSA's Second Lien Term Debt

   * Satisfy the claims of the holders of Senior Notes by
     transferring to them substantially all of the common stock
     of reorganized TOUSA as well as an interest in, and
     entitlement to proceeds received by, a litigation trust to
     be established pursuant to the terms of the Plan

   * Satisfy the claims of other general unsecured creditors not
     paid pursuant to Court order during TOUSA's Chapter 11 cases
     by transferring to them a pro rata share of common stock of
     reorganized TOUSA and an interest in, and entitlement to
     proceeds received by, the Litigation Trust

   * Satisfy the claims of the holders of Subordinated notes by
     granting them an interest in, and entitlement to proceeds
     received by, the Litigation Trust as well as additional
     consideration that likely will take the form of warrants to
     acquire a specified percentage of common stock of
     reorganized TOUSA

   * Cancel the Preferred Stock and the common stock of TOUSA

The Plan Term Sheet also contemplates that substantially all of
TOUSA's prepetition claims, rights and causes of action would be
assigned and transferred to the Litigation Trust, to be pursued,
for the benefit of unsecured creditors, on the Plan Effective
Date.

The Plan Term Sheet also sets forth certain other agreed
provisions and mechanisms, including:

   (i) a mechanism for appointing directors of reorganized TOUSA,

  (ii) provision for exit financing of the reorganized Company,

(iii) a provision that the shares of reorganized TOUSA will be
       publicly traded on one of three identified exchanges; and

  (iv) an agreement that the parties will explore up to a
       $200,000,000 new-money investment, in addition to exit
       financing.

The Plan Term Sheet provides that the holders of Senior Notes
will have an opportunity to participate in the New Investment,
and the holders of Senior Notes will have the first opportunity
to lead or backstop any New Investment, provided that their
commitment is on market terms.

The Restructuring Support Agreement obligates the Consenting
Holders to, among other things, vote to support a plan of
reorganization consistent with the terms set forth in the
Restructuring Support Agreement and the Plan Term Sheet.

The Restructuring Support Agreement will terminate on its terms
if TOUSA does not meet certain milestones by specified
deadlines.  Among other things, the Restructuring Support
Agreement requires that:

   (1) TOUSA and each of the Consenting Holders must agree
       upon a comprehensive business plan within 30 days after
       the Petition Date;

   (2) The Bankruptcy Court must enter a final, non-appealable
       order approving DIP financing within 60 days after TOUSA's
       bankruptcy filing;

   (3) TOUSA must file the Plan and corresponding disclosure
       statement, in a form acceptable to each of the Consenting
       Holders, within 60 days after the Petition Date;

   (4) The disclosure statement is approved within 120 days after
       the Petition Date; and

   (5) A Plan confirmation order, in form and substance
       acceptable to TOUSA and each of the Consenting Holders, is
       entered within 180 days after the Petition Date.

TOUSA believes that the debt-for-equity exchange represented by
the Plan Term Sheet and the related Restructuring Support
Agreement would accomplish the much-needed de-leveraging of the
its balance sheet and would provide for an expeditious emergence
from Chapter 11, according to TOUSA Inc. Executive Vice President
and Chief Financial Officer Tommy L. McAden.

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.    
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.: 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq. of Kirkland & Ellis LLP and Paul Steven Singerman, Esq. of
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors' Notice,
Claims & Balloting Agent.  (TOUSA Bankruptcy News; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


TOUSA INC: Taps Berger Singerman as Florida and Conflicts Counsel
-----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Berger Singerman P.A., as their Florida counsel and conflicts
counsel, nunc pro tunc to their bankruptcy filing.

Executive vice president and chief financial officer of TOUSA Inc.
Tommy L. McAden believes that Berger Singerman is qualified
to advise the Debtors on their relation with, and
responsibilities to, creditors and other interested parties.

The Debtors are simultaneously seeking Court approval to hire
Kirkland & Ellis LLP, as its lead counsel.  Mr. McAden notes
that Kirkland & Ellis does not operate or maintain an office in
Florida.

As the Debtors' local counsel, Berger Singerman will:

   -- advise the Debtors and Kirkland & Ellis with respect to
      their responsibilities in complying with the U.S. Trustee's
      Guidelines and Reporting Requirements and with the Local
      Rules of the Court;
              
   -- represent the Debtors in matters in which Kirkland & Ellis
      has as a conflict; and

   -- collaborate with Kirkland & Ellis on all matters within the
      scope of its retention as general counsel to the Debtors in
      respect of which it seeks Berger Singerman's assistance as
      Florida counsel and undertake other assignments as
      requested by the Debtors and their general counsel.

Berger Singerman will exert efforts to avoid duplication of its
services with those of Kirkland & Ellis'.

Berger Singerman will be paid on an hourly basis at its customary
hourly rates:

     Professionals         Hourly Rate
     -------------         -----------
     Attorneys             $250 to $475
     Paralegals            $135 to $160

Paul Steven Singerman, Esq., a shareholder of Berger Singerman,
relates that the firm received a $50,000 prepetition retainer.  
The firm also received $238,656 representing prepetition fees and
costs and supplement retainer.

Mr. Singerman assures the Court that Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

                       U.S. Trustee Responds

Donald F. Walton, U.S. Trustee for Region 21, asserts that the
Debtors' request was filed before the formation of a creditors
committee, and includes materials the Court and parties in
interest need to review and evaluate.  Thus, the U.S. Trustee
asks the Court to deny the Debtors' request or reschedule the
hearing on the request until a creditors committee, if appointed,
and other parties in interest have had the time to evaluate and
object, if necessary.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA  
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Taps Kurtzman Carson as Notice and Claims Agent
----------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Kurtzman Carson Consultants LLC, as their notice, claims and
balloting agent.

The Debtors relate that they may have more than 50,000 potential
creditors and parties in interest that must be served with  
notices for various purposes.

The Debtors believe that Kurtzman is well qualified to provide
comprehensive solutions to design legal notice programs and
manage claims issues in their Chapter 11 cases.

Kurtzman is expected to perform the necessary administrative
tasks to effectively operate the Debtors' Chapter 11 cases.

   (1) For noticing and claims processing tasks, Kurtzman will:

       (a) prepare and serve required notices on behalf of the
           Debtors, including:
   
           * a notice of the commencement of the Debtors'
             Chapter 11 cases and the initial meeting of
             creditors under Section 341(a) of the Bankruptcy
             Code;

           * a notice of the claims bar date;

           * notices of objections to claims;

           * notices of any hearings on a disclosure statement
             and confirmation of the Debtors' plan or plans of
             reorganization; and

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

       (b) prepare for filing with the Clerk of the Court's
           Office a certificate or affidavit of service that
           includes an alphabetical list of persons on 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 Debtors'
           Chapter 11 cases;

       (d) maintain official claims registers in the Debtors'
           Chapter 11 cases by docketing all proofs of claim and
           proofs of interest in a claims database;

       (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 the Clerk's Office
           requests 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 that 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 Debtors' Chapter 11 cases without charge during
           regular business hours;

       (i) record all transfers of claims pursuant to Rule
           3001(e) of the Federal Bankruptcy Rules of Bankruptcy
           Procedure, and provide notice of those transfers as
           required by Bankruptcy Rule 3001(e);

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

       (k) provide temporary employees to process claims as
           necessary;

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

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

   (2) For balloting functions, Kurtzman will:

       (a) print ballots including the printing of creditor
           and shareholder specific ballots;

       (b) prepare voting reports by plan class, creditor, or
           shareholder and amount for review and approval by
           the Debtors and their counsel;

       (c) coordinate the mailing of ballots, disclosure
           statement, and plan of reorganization to all voting
           and non-voting parties and provide affidavit of
           service;
   
       (d) establish a toll-free "800" number to receive and
           address questions regarding voting on the plan;

       (e) receive ballots at a post office box, inspect ballots
           for conformity to voting procedures, date stamping and
           numbering ballots consecutively, and tabulate and
           certify the results; and

       (f) provide balloting services as may be requested
           from time to time by the Debtors.

For the contemplated services, Kurtzman will be paid based on the
firm's hourly rates:

      Professional                    Hourly Rate
      ------------                    -----------
      Clerical                         $45 to $65

      Project Specialists              $80 to $140

      Consultants                      $145 to $225

      Senior Consultants &             $230 to $295
      Senior Manager Consultants  

      Technology & Programming         $130 to $195
      Consultants

Kurtzman received a $50,000 one time retainer fee from the
Debtors in October 2007.

Kurtzman will also be reimbursed for necessary out-of-pocket
expenses it incurs and the Debtors will make an advance payment
when the firm's expenses exceed $10,000 monthly.

Jonathan A. Carson, president of Kurtzman Carson, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors, their estates, their creditors and any
parties in interest.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.   
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA  
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TUESDAY MORNING: Earnings Slide to $20M in Qtr. Ended December 31
-----------------------------------------------------------------
Tuesday Morning Corporation reported financial results for three
and six months ended Dec. 31, 2007.

The company reported $20.5 million net income for the second
quarter ended December 31 compared to $23.8 million net income
during the same quarter last year.

For the six month period ended Dec. 31, 2007, net income was
$21.7 million compared to net income of $27 million for the same
period in the prior year.

"We are aggressively responding to the pressures of the home
furnishings macro environment," Kathleen Mason, president and
chief executive officer, stated.  "We believe the flexibility of
our format will enable us to continue generating positive cash
flows and long term profitability."

                  Liquidity and Capital Resources

Net cash flows provided by operating activities for the six months
ended Dec. 31, 2007, was $63.6 million due to net income, adjusted
for:

   -- non-cash items of $32.1 million;
   -- an increase in inventory of $29.2 million;
   -- a decrease in accounts payable of $16.6 million; and
   -- an increase in income taxes payable of $14.7 million.   

The increase in inventory and the decrease in accounts payable is
a result of the timing of inventory receipts and the related
payments to vendors.  There has been no material change in the
company's payment policy to vendors.  The increase in income taxes
payable is the result of higher pretax earnings in the six month
period ended Dec. 31, 2007, compared to the six month period ended
June 30, 2007.

Net cash used in investing activities of $6.1 million for the six
months ended Dec. 31, 2007, is a result of capital expenditures
that relate to opening new stores and store relocations in
addition to the purchase of warehouse equipment and corporate
hardware and software.  

Net cash used in financing activities for the six months ended
Dec. 31, 2007, is due to repayments under the revolving credit
facility of $168,000 net of borrowings of $118,500.

At Dec. 31, 2007, the company has $7 million outstanding under the
revolving credit facility, $8.9 million of outstanding letters of
credit and availability of $184.1 million under the revolving
credit facility.  The company incur commitment fees of up to 0.25%
on the unused portion of the revolving credit facility.  

The company's balance sheet as of quarter ended Dec. 31, 2007,
reflected total assets of $363.5 million, total liabilities of
$124.5 million and a stockholders' equity of $239 million.

                     About Tuesday Morning

Based in Dallas, Texas, Tuesday Morning Corporation (Nasdaq: TUES)
-- http://www.tuesdaymorning.com/-- is a retailer of decorative  
home accessories and gifts in the United States.  The company
opened its first store in 1974 and currently operates 762 stores
in 46 states during periodic "sale events."  

                          *     *     *

Tuesday Morning Corporation continues to carry Moody's Investors
Service's 'Ba3' issuer rating, 'Ba2' corporate family rating,
which were assigned in December 2002.


UAL CORP: Earns $403 Million in Year Ended Dec. 31, 2007
--------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, reported pre-tax income of $695 million for
2007, the highest since 1999.  Pre-tax income excluding special
items and severance was $606 million, $665 million higher than
2006.  The company:

     -- Reported annual diluted earnings per share (EPS) of
        $2.79, despite a basic loss per share of $0.47 in the
        fourth quarter.

     -- Increased annual mainline passenger unit revenue (or
        PRASM) by 7.1 percent year-over-year, excluding special
        items, through continued capacity discipline and revenue
        execution, with fourth quarter mainline PRASM increasing
        13.1 percent year-over-year.

     -- Continued its focus on controlling costs, with 2007
        annual operating expenses increasing 1.1 percent versus
        2006.

     -- Generated operating cash flow of $2.1 billion in 2007, a
        37 percent increase from 2006.

     -- Strengthened its balance sheet in 2007 by reducing on and
        off balance sheet debt by $2.3 billion, including a
        reduction of nearly $700 million in the fourth quarter.  
        The company ended the year with an unrestricted cash and
        short-term investments balance of $3.6 billion as of
        December 31, 2007 and restricted cash of $0.8 billion.

     -- Announced a special distribution of $2.15 per share of
        UAL common stock, or approximately $250 million, to
        holders of record as of January 9, 2008.

     -- Reported that employees had earned about $170 million of
        cash payments related to 2007 performance, composed of
        approximately $110 million in profit-sharing, $40 million
        in Success Sharing incentives and $20 million from the
        special distribution.

                  2007 Earnings Growth Driven
                 By Strong Revenue Performance    

The company generated net income of $403 million in 2007,
the first full-year profit since 2000, excluding reorganization
items.  Excluding special and reorganization items and severance,
2007 net income of $352 million was $417 million higher than
2006.

On a full-year basis, the company reported pre-tax income of
$695 million, or $606 million excluding special items and
severance, resulting in a pre-tax margin of 3.0 percent compared
to a negative 0.3 percent for full-year 2006.  The company
generated $1.0 billion of operating income for the year, or
$948 million excluding special items and severance, $515 million
or nearly 120 percent higher than 2006, more than doubling
operating margin to 4.7 percent.

The company's fourth quarter results were negatively affected by
the sharp rise in the price of fuel.  While the company reported
passenger unit revenue growth that was among the best in the
industry, consolidated fuel expense increased $359 million as fuel
prices rose more than 25 percent versus last year.  As a result,
the company reported an operating loss of $64 million for the
fourth quarter of 2007, a pre-tax loss of $98 million and a net
loss of $53 million, $8 million better than the fourth quarter of
2006.

"Our employees and management team made real progress in 2007 to
strengthen the core airline and provide a return to shareholders,
delivering the highest annual profit since 1999," said Glenn
Tilton, United chairman, president and CEO.  "We will continue to
improve in 2008, as we add breadth to our leadership team in areas
critical to the success of our strategy such as strategic sourcing
and information technology, that we will leverage to reduce our
costs, improve our operation and strengthen the infrastructure we
use to deliver enhanced services for our customers."

Annual operating expenses increased 1.1 percent versus 2006, while
full-year 2007 mainline CASM, excluding fuel, special items and
severance, was up 3.1 percent.  Fourth quarter operating expenses
increased by $531 million or approximately 11.6 percent year-over-
year primarily due to the $359 million increase in consolidated
fuel expense.  Fourth quarter mainline CASM, excluding fuel and
special items, of 8.28 cents was up 9.2 percent year-over-year
driven mainly by lower capacity, higher heavy maintenance volumes,
increased purchased services expense for information technology
deployment and efficiency and revenue improvement initiatives, as
well as higher profit-sharing expense.  Additionally, the severe
winter storms that took place in Chicago and Denver in December
increased staffing, glycol and other related costs for the
quarter.

The company's consolidated passenger revenue for the fourth
quarter includes approximately $55 million of non-cash revenue
relating to the quarterly amortization of the benefit from the
change to the expiration period for inactive Mileage Plus
accounts announced in January 2007.  In addition, at year-end
when miles expired for the first time under the new policy, the
company recorded mileage expiration that was higher than it had
estimated in previous quarters.  As a result, the company
recognized approximately $66 million of incremental non-cash
revenue, bringing the total impact of the change in the policy to
$121 million for the fourth quarter.  Offsetting this, the change
to deferred revenue accounting for the Mileage Plus program, from
the previous incremental cost method, decreased passenger revenue
by $61 million in the fourth quarter of 2007, $34 million lower
than the effect of deferred revenue accounting in the fourth
quarter of 2006.  In total, these Mileage Plus changes resulted
in consolidated passenger revenue increasing by $60 million for
the fourth quarter, and on a year-over-year basis resulted in
revenue increasing by $155 million.

Annual mainline unit earnings, which is mainline revenue per
available seat mile (RASM) minus mainline CASM, excluding fuel,
special items and severance, increased 13.6 percent in 2007
compared to 2006.  Mainline unit earnings for the fourth quarter
of 2007 decreased to (0.19) cents from 0.07 cents a year ago,
while mainline unit earnings, excluding fuel and special items,
increased 19.2 percent to 3.91 cents from 3.28 cents last year.

Regional affiliates' annual contribution to operating income
increased $45 million or 58 percent in 2007.  For the quarter,
the regional operation reported break-even operating income as a
9.6 percent increase in regional affiliate revenue was offset by
a 9.3 percent increase in operating expenses due to higher fuel
prices.

The company recorded a largely non-cash, full-year income tax
expense of $297 million for 2007 and a non-cash income tax
benefit of $43 million for the fourth quarter.  The effective tax
rates for the year and the quarter were 43 percent and 44 percent,
respectively.  Because of its Net Operating Loss carry-forwards,
the company expects to pay minimal cash taxes for the foreseeable
future.

         Focus On Balance Sheet Improvement Continues

Despite the seasonally slower quarter and the rapid escalation of
fuel prices, the company generated positive operating cash flow of
$132 million, ending the year with an unrestricted cash and short-
term investments balance of $3.6 billion and a restricted cash
balance of $756 million.

Including both on and off balance sheet debt and deducting the
debt securities the company repurchased during the year, the
company reduced total debt by $2.3 billion in 2007.  On the same
basis, during the fourth quarter, the company reduced total debt
by $681 million, including a $500 million pay down on its credit
facility and the repurchase of $20 million of debt securities.
The repurchased securities are classified as available-for-sale
investments in the consolidated balance sheet.  The company
separately records interest income and interest expense on the
repurchased notes; the related savings in financing costs from
these investments are included in the total savings from debt
repurchases noted below.

The company expects to reduce annual net financing costs by
approximately $120 million through the transactions it has
implemented in 2007.

Full-year free cash flow, defined as operating cash flow less
capital expenditures, increased by 23 percent year-over-year
to $1.5 billion, and to $1.7 billion after excluding the impact
certain aircraft refinancing transactions in 2007.  Fourth
quarter free cash flow was a negative $98 million, reflecting the
significant increase in fuel prices and a $120 million year-over-
year increase in capital expenditures to $230 million.

On Jan. 23, 2008, the company will make a special distribution of
$2.15 per share to common stockholders.  The total payment to
stockholders will be approximately $250 million, including
approximately $20 million to employee shareholders.

"We made significant financial strides in 2007 -- delivering
among the best revenue and free cash flow performance in the
industry, paying down more than $2.0 billion of debt and
continuing our focus on cost control," said Jake Brace, EVP and
chief financial officer.  "We are pleased to be making a
$250 million distribution to our shareholders tomorrow, and that
employees earned $170 million in cash payments related to our
2007 performance -- a well earned reward for their hard work
throughout the year."

                 Strong Revenue Growth Enabled
               By Continued Capacity Discipline

The company's focus on capacity discipline and revenue execution
continues to drive strong revenue performance both internationally
and domestically.  Total revenues, excluding special items,
increased by 3.9 percent in 2007 compared to the prior year and
increased by 9.7 percent in the fourth quarter versus the same
period last year, driven by growth in passenger and cargo revenue
that was partially offset by the elimination of pass-through sales
for our fuel subsidiary, UAFC.

Full-year 2007 consolidated passenger revenue per available seat
mile (PRASM), excluding special items, increased 6.5 percent
year-over-year, driven by a 5.9 percent increase in passenger
yield, which includes the effect of the changes in Mileage Plus
accounting.

The company's 2007 mainline RASM increased by 4.7 percent, as the
increase in passenger yield was partially offset by a decline in
other operating revenues due to the elimination of $307 million in
pass-through sales for our fuel subsidiary, UAFC. Excluding UAFC
and special items, mainline RASM increased by 6.5 percent from
2006.

Total passenger revenues increased by 11.6 percent in the fourth
quarter compared to the prior year driven by a 13.0 percent
consolidated yield improvement which includes the effect of
changes in Mileage Plus accounting.  Fourth quarter mainline
domestic PRASM increased by 12.3 percent, aided by a 5.0 percent
reduction in capacity.  International markets continued to
produce strong unit revenue growth; international PRASM grew
14.9 percent in the fourth quarter compared to the same period
last year despite a 5.0 percent increase in international capacity
year-over-year.

In total, consolidated PRASM increased by 12.6 percent versus the
fourth quarter of 2006.  Fourth quarter mainline PRASM increased
by 13.1 percent on a 1.2 percent decrease in traffic, a
1.0 percent decrease in capacity and a 13.5 percent increase in
yield.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 152
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UAL CORP: Resells Previously Issued 4.50% Senior Notes Due 2021
---------------------------------------------------------------
UAL Corp. supplemented the prospectus dated April 23, 2007,
relating to the resale by selling security holders of up to
$726,000,000 aggregate principal amount of 4.50% Senior Limited-
Subordination Convertible Notes due 2021 and shares of UAL's
common stock issuable upon conversion of the notes or in payment
of accrued interest on the notes.

The Sixth Supplement to the Prospectus provides an updated list
of the Selling Securityholders and the total number of UAL shares
they beneficially own after the offering:

Selling          Principal Amount of  UAL Shares   Shares Owned
Securityholder   Notes Owned/Offered   Offered    After Offering
--------------   -------------------  ----------  --------------
Argent Classic              $820,000      25,126               -
Convertible
Arbitrage Fund
Ltd.

Argentum Multi-               40,000       1,225               -
Strategy Fund
Ltd - Classic

Citigroup Global           5,000,000     153,209               -
Markets Inc.

Lehman Brothers, Inc.      2,000,000      61,283               -

The Drake Offshore         1,000,000      30,641               -
Master Fund, Ltd.

Xavex Convertible            140,000       4,289               -
Arbitrage 10 Fund

Total                     $9,000,000     275,773               -

A full-text copy of the Sixth Supplement to the Prospectus is
available for free at the SEC:

   http://ResearchArchives.com/t/s?27bc

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 152
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


U.S. CENTRAL: S&P Cuts Ratings to AA+ Over Risk Exposures of MBS
----------------------------------------------------------------
On Feb. 5, 2008, Standard & Poor's Rating Services said it lowered
its long-term counterparty credit rating on U.S. Central Federal
Credit Union (USC) to 'AA+' from 'AAA'.  At the same time, it
placed the ratings on USC on CreditWatch with negative
implications.

S&P said it took this action in response to mounting concerns
regarding USC's exposure to losses from its large portfolio of
higher-risk subprime and Alt-A mortgage-backed securities (MBS).

"With the housing market weakening to levels not seen since the
early 1990s down-cycle, we expect USC's large portfolio of
mortgage-related securities to further decline in value," said
Standard & Poor's credit analyst Robert Hoban.

The CreditWatch Negative placement reflects S&P's expectation that
USC's nonprime MBS exposure will pressure already weak capital and
profitability during the near term.  If USC has further material
realized losses, either from the sale of investments or from
deterioration in the fundamental performance of its MBS portfolio
that results in other-than-temporary impairment, the ratings could
be lowered.  If USC has only minimal realized losses and
demonstrates its ability to adapt under changing industry
conditions, the outlook could return to stable.


U.S. CENTRAL: Responds to S&P's Negative Rating Action
------------------------------------------------------
U.S. Central Federal Credit Union reiterated in its Web site that
Standard & Poor's had lowered U.S. Central's long-term debt rating
one notch from "AAA" to AA+" this week.  According to U.S.
Central, it believes that it's important to view this ratings
change in context.

First, the new rating is S&P's second-highest rating and is
equivalent to the rating U.S. Central has had from Moody's since
1992, when U.S. Central initially obtained its long-term debt
ratings from both ratings agencies.  Also, both agencies continue
to give U.S. Central their highest commercial paper debt ratings.

Second, it's important to understand how strongly S&P continues to
view U.S. Central's credit strength.  The "AA+" rating is shared
with only two other of the nation's leading financial institutions
-- Bank of America and U.S. Bank.  Only one institution, Wells
Fargo, has a higher rating.  This rating is an acknowledgement of
the continued strength of U.S. Central's balance sheet and high
liquidity position at a time of considerable uncertainty in the
financial markets.  The rating action was prompted by S&P's
concern over values of mortgage-related securities in U.S.
Central's investment portfolio.  In announcing U.S. Central's new
rating, S&P said, "Our ratings on U.S. Central continue to be
supported by the company's strong funding and liquidity profile,
which allows it to continue to hold these securities despite the
market value declines."  The release went on to say, "The
company's unique and central role as liquidity provider to the
Corporate Credit Union Network also provides support for the
rating."

Third, a review of recent market developments adds to the context.  
In recent years, there has been an increase in the portion of
residential loans that are packaged into mortgage-backed
securities (MBS).  These securities generally are structured with
subordinated (lower credit-rated) tranches or other credit
enhancements that absorb the first losses on any defaulted loans
used as collateral before the senior tranches are impacted.  The
subordinated tranches, with their higher risk and higher yields,
have been particularly attractive to investors with higher
appetites for risk, such as hedge fund managers.  The senior
tranches typically are purchased by more risk-averse investors,
such as U.S. Central. Meanwhile, the growth in asset-backed
commercial paper (ABCP) conduits also has fueled the growth in
MBS.  These conduits issue commercial paper to investors and then
use the proceeds to purchase securities, often MBS.  The conduit
manager typically earns fees for managing the conduit, or in other
ways earns spread income from the conduit.  The abundant funding
supply provided by hedge funds, ABCP conduits and other investors
has had the effect of increasing the demand for MBS.

Beginning in July 2007, U.S. Central said that the U.S. housing
market has experienced record-setting declines.  New home
construction has slowed to a 20-year low, while the supply of
houses for sale has increased to nearly 12 months.  There has been
a steep rise in delinquencies and foreclosures in residential
mortgage loans, particularly sub-prime loans, to unprecedented
levels.  Most economists anticipate these housing trends will
persist throughout 2008.

Of course, these trends have affected the MBS markets accordingly,
says U.S. Central.  MBS investors began to demand higher spreads
on MBS investments relative to U.S. Treasury securities and,
correspondingly, the market value of most outstanding MBS declined
abruptly.  This caused some investors to sell some of their MBS
holdings, and others to be reluctant to purchase commercial paper
from ABCP conduits.  As investors began to shy away from MBS or
investments secured by MBS (such as ABCP conduits), and to require
higher yields for their existing MBS holdings, issuers began to
dramatically slow or stop their purchasing of residential mortgage
loans that would be packaged into MBS.  The previously liquid
market of mortgage origination and securitization became illiquid
almost overnight.  This lack of liquidity has made the valuation
of MBS more difficult.  Within just a few weeks, what started as a
subprime mortgage crisis has evolved into the most severe
dislocation in the credit markets in the modern era.

While the declining residential market was leading to this severe
credit market dislocation, U.S. Central asserts that the major
credit rating agencies began to use the newly available
delinquency and foreclosure data to re-evaluate their previous
ratings of privately issued MBS.  Today, the criteria for a
security to attain a particular credit rating are significantly
more stringent than they were just a year ago. For example, S&P's
expectations for losses on mortgage pools originated in 2006 have
increased 350 percent since the beginning of 2007.  Using these
new criteria, the credit rating agencies have lowered their
ratings on several thousand MBS, primarily the subordinated
tranches.  Most recently, the credit rating agencies have
downgraded several of the "monolines," the companies that insure
the payments on some MBS and MBS-backed securities.

U.S. Central adds that these developments have negatively affected
the financial institutions that originate or hold residential
mortgage loans, as well as the investors in MBS and other
securities indirectly collateralized by these loans.  In the
second half of 2007, there were a number of large financial
institutions, brokerage firms and hedge funds that announced
massive losses related to residential mortgage loans or related
securities.

A pdf copy of the company's response on S&P's latest ratings
action can be downloaded at http://ResearchArchives.com/t/s?27cb

                      Financial Performance

To support its claims, U.S. Central also issued most recent
information on its financial performance.  U.S. Central's annual
year-end audit currently is in process and additional financial
information will be provided when U.S. Central releases its year-
end financial data at the completion of the audit, which is
expected to occur in April.

U.S. Central's unaudited year-end financials show net income for
2007 substantially below the $63 million earned in 2006.  The
reduction in earnings is principally attributable to $96 million
in unusual investment related charges, some realized and some
unrealized.  These losses were partially offset by an additional
$40 million in net interest income (compared to 2006).

U.S. Central had $2.4 billion in total regulatory capital at
December 31, 2007, with a total capital to assets ratio of 5.32%,
comfortably above the 5% regulatory minimum.  In addition to more
than $3.5 billion in cash and short-term funds available,
U.S. Central has access to more than $20 billion in liquidity.
According to U.S. Central's CEO, Francis Lee, "Credit unions can
have confidence in our strength and stability as we continue our
mission to provide investment and correspondent services to the
corporate credit union community."

A full-text copy of the company's financial performance can be
downloaded in pdf format at http://ResearchArchives.com/t/s?27cc

                        About U.S. Central

U.S. Central Federal Credit Union -- http://www.uscentral.org/--  
is the wholesale financial center for the nation's corporate
credit unions.  Founded in 1974, U.S. Central is owned and
directed by its member corporate credit unions, in the tradition
of the cooperative credit union spirit.  As the "credit union for
corporate credit unions," U.S. Central exists solely to assist
them in serving 8,400 credit unions across the country.  
Currently, U.S. Central's assets total approximately $49.1
billion.  U.S. Central has three wholly owned subsidiaries and one
majority-owned subsidiary: Network Financial Services LLC, Charlie
Mac LLC, CU Investment Solutions Inc. and Corporate Network eCom
LLC.


VENTAS INC: S&P Upgrades 'BB+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Ventas Inc., its operating partnership, Ventas Realty
L.P., and Ventas Capital Corp. to 'BBB-' from 'BB+'.  In addition,
S&P raised its ratings on the company's senior unsecured debt,
which totals roughly $1.5 billion, to 'BBB-' from 'BB+'.   
Concurrently, S&P revised its outlook on Ventas to stable from
positive.
      
"The upgrades reflect the company's demonstrated commitment to
maintaining a moderate financial profile over the long run, its
successful integration of the Sunrise portfolio, which it acquired
in April 2007, and the recent disclosure that Sunrise Senior
Living Inc., Ventas' partner and property manager, expects to file
its long-delayed financial statements with the SEC," said Standard
& Poor's credit analyst George Skoufis.
     
Supporting the ratings are the quality and stability of the
portfolio, as evidenced by the good overall facility-level rent
coverage of leased facilities, solid performance out of the high-
quality Sunrise portfolio, and favorable long-term demographic
trends.  However, the company's opportunistic growth, higher
secured debt levels, and its operator concentration mitigate these
strengths.
     
Standard & Poor's expects Ventas' cash flow to be relatively
stable, supported by a good-quality and geographically diverse
portfolio of health care-related assets.  Property cash flows
comfortably cover leased facility rents, and net operating income
from the high-quality Sunrise-managed portfolio of assisted living
facilities complement a moderate financial profile.  Favorable
long-term demographics and a stable reimbursement environment add
additional support.  Further upgrades are unlikely in the near
term due to the company's operator concentration and S&P's  
expectation that the company will remain opportunistic.  The
rating and outlook could be negatively affected if Ventas pursues
aggressive or debt-financed acquisitions that strain its financial
profile, or if one of Ventas' top operators faces challenges that
affect Ventas' facilities or cash flow.


VICORP RESTAURANTS: Piper Jaffray to Aid Restructuring Deal Review
------------------------------------------------------------------
Piper Jaffray & Co. confirmed, in a letter dated Jan. 25, 2008,
its engagement as VICORP Restaurants Inc.'s exclusive financial
advisor to assist the company in a review of strategic
alternatives in connection with a restructuring transaction.  
Specifically, Piper Jaffray is expected to:

   -- meet with the company's management and familiarize itself
      with the business, operations, properties, financial
      condition and prospects of the company;

   -- assist the company in analyzing and reviewing the acts,
      conduct, assets, liabilities and financial condition of
      the company;

   -- evaluate the company's potential debt capacity in light
      of its existing cash flows;

   -- advise the company with respect to the Restructuring
      Transaction options (including timing, structure and
      pricing), including analyzing, negotiating and effecting
      (i) an out-of-court restructuring of the company's Senior
      Notes, (ii) a plan of reorganization or recapitalization
      for the company, and (iii) to the extent necessary,
      performing valuation analyses on the company and its
      assets;

   -- with the prior approval of the company, solicit,
      coordinate and evaluate proposals regarding a
      Restructuring Transaction;

   -- provide the company's Board of Directors and senior
      management with regard to the comparative implications
      of different strategic alternatives available to the
      company, including, without limitation, valuation metrics
      related to any alternative transactions (if any) and for
      comparable public companies and comparable publicly
      reported transactions;

   -- provide testimony, as necessary, with respect to matters
      on which we have been engaged to advise you in any
      proceeding before the Bankruptcy Court, if applicable; and

   -- any other tasks as mutually agreed upon by Piper Jaffray
      and the company.

The engagement will be run on a day to day basis by Joe Radecki,
who will lead throughout the term of the agreement for so long as
he is an officer of Piper Jaffray.  However, Piper Jaffray
reserves the right to augment or substitute other qualified senior
officers reasonably acceptable to the company to the extent that
business exigencies may require.

In the letter, Piper Jaffray stated it is not assuming any
responsibility for the company's underlying business decision to
pursue or not to pursue any business strategy or to effect or not
to effect any Restructuring Transaction.  Piper Jaffray will not
have the responsibility to provide "crisis management" services
for the company.

A fee of $50,000.00 per month for the first two months of this
engagement and $100,000 per month thereafter, payable monthly in
advance in cash (the 'Monthly Fee') up to the effective date of
termination of this Agreement; provided, however, that 50% of the
monthly fees owing after Piper Jaffray has earned $400,000 in
monthly fees.

              S&P Further Junks Rating on Filing Delay

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on the Denver-based VICORP Restaurants Inc., including the
corporate credit rating, to 'CCC' from 'CCC+'.  The outlook is
developing.
     
The rating action is based on the company's delay in filing its
10-K to finish an evaluation of its intangible asset carrying
values.  VICORP indicated that it expects to record an impairment
charge, which means that the fair value of its assets has
diminished and likely indicative that operating performance
remained weak in company's fourth quarter.

                     About VICORP Restaurants

VICORP Restaurants Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  As of July 12,
2007, the company operated 170 Village Inn restaurants and 146
Bakers Square restaurants, and franchisees operated 93 Village Inn
restaurants.  Revenues for the last 23 months were about
$478 million.


VICORP RESTAURANTS: Moody's Junks Ratings on Possible Shakeup
-------------------------------------------------------------
Moody's Investors Service downgraded VICORP Restaurants, Inc.'s
Corporate Family Rating to Caa3 from Caa2, and its senior
unsecured notes rating to Ca (LGD 4, 63%) from Caa3 (LGD 4, 63%).   
At the same time the Probability of Default rating was lowered to
Caa3 from Caa2.  The rating outlook is negative.

The rating action was prompted by the company's disclosure on
Feb. 4, 2008 that it has engaged Piper Jaffray & Co. as its
financial advisor to explore potential "Restructuring Transaction"
which could include a re-organization pursuant to Chapter 11 and
recapitalization etc., among others.  Additionally, the company
disclosed on Jan. 30, 2008 that it was unable to file its fiscal
2007 Form-10K due on the same day as it was evaluating its
intangible assets carrying value and expected to record an
impairment charge.

The Caa3 Corporate Family Rating and Caa3 Probability of Default
Rating reflect VICORP's elevated probability of default, primarily
stemming from increasing uncertainty surrounding its capital
structure due to a potential restructuring as well as a potential
technical default under its bank agreement and bond indenture
arising from its inability to meet its financial reporting
requirement.  The downgrade also incorporates the high probability
of debt impairment within the capital structure, in particular,
material losses for unsecured senior creditors in the event of
default, given the company's very high leverage relative to its
cash flow generation or asset base.

The negative outlook encompasses the ongoing challenges in the
current operating environment and VICORP's limited prospects for a
near-term rebound in performance.  The outlook also reflects the
possibility that the company's liquidity and financial flexibility
could be constrained further due to its inability to file its
annual financials within the grace period or its further
deteriorating financial and operating metrics.

The rating action are:

  -- Corporate family rating downgraded to Caa3 from Caa2

  -- Probability of default rating downgraded to Caa3 from Caa2

  -- Senior unsecured notes maturing in 2011 to Ca (LGD4, 63%)
     from Caa3 (LGD4, 63%)

  -- Rating outlook: negative

VICORP Restaurants, Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  As of July 12,
2007, the company operated 170 Village Inn restaurants and 146
Bakers Square restaurants, and franchisees operated 93 Village Inn
restaurants.  Revenues for the last twelve months ending July 12,
2007 were approximately $478 million.


V & OUT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------
Debtor: V & Out, LLC
        dba Payless Car Sales
        aka Mary Jane Too, Inc.
        dba Suzuki of Carson City
        5246 North Elk River Road
        Reno, NV 89511

Bankruptcy Case No.: 08-10948

Chapter 11 Petition Date: February 5, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael Lehners, Esq.
                  429 Marsh Avenue
                  Reno, NV 89509
                  Tel: (775) 786-1695
                  Fax: (775) 786-0799

Total Assets: $3,900,247

Total Debts:  $2,873,387

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
RGH Advertising                  Business Debt            $78,576
1000 Bible Way, Suite 22         Suzuki
Reno, NV 89502

                                 Business Debt            $75,610

Wells Fargo                      Business Debt            $24,503
P.O. Box 54349
Los Angeles, CA 90054

DSC                              Flooring Contract       $118,000
1130 East Missouri                                       Secured:
Suite 100                                                 $95,045
Phoenix, AZ 85014

Bank of America                  Flooring Pact         $1,250,000
                                                         Secured:
                                                       $1,232,031

                                 Business Debt            $13,333
                                 Suzuki

Fireside Bank                    Business Debt            $14,687

Reno Gazette Journal             Business Debt            $10,083

Wells Fargo                      Multiple Accounts         $6,100

Portfolio                        Business Debt             $4,005

Great Direct Concepts            Business Debt             $3,980

Equifax                          Business Debt             $3,801

Les Schwab Tires                 Multiple Accounts         $3,400

Capitol One                      Business Debt             $3,193

PRCO                             Business Debt             $3,180

State of California - DMV        Business Debt             $3,100

Auto 4 Life                      Business Debt             $2,729

Autotrader                       Business Debt             $2,550

Talon Lead Management            Business Debt             $1,991

Best Deals Press, Inc.           Business Debt             $1,859


WALDEN III: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Walden III, Inc.
        P.O. Box 945
        Dillard, OR 97432
        Tel: (541) 430-8442

Bankruptcy Case No.: 08-60306

Chapter 11 Petition Date: February 4, 2008

Court: District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: John Putnam Pries, Esq.
                  John Putnam Pries, LLC
                  860 Olive Street
                  Eugene, OR 97401
                  Tel: (541) 343-0684
                  Fax: (541) 343-8252

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


WESTSHORE EXECUTIVE: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Westshore Executive Center, LLC
        150 East Bloomingdale
        Brandon, FL 33511

Bankruptcy Case No.: 08-01485

Type of Business: The Debtor owns, operates, and leases
                  executive suites.

Chapter 11 Petition Date: February 5, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Largest Unsecured Creditor:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Hillsborough County              Westshore Exec.           $6,413
Tax Collector                    Center, 5010 West
P.O. Box 172920                  Carmen Street,
Tampa, FL 33672-0920             Tampa, Florida


YRC WORLDWIDE: Moody's Maintains 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of YRC
Worldwide Inc., Corporate Family Rating at Ba1.  In a related
action, Moody's has changed YRC's rating outlook to negative from
stable.  The outlook was changed in response to expectations of a
continued soft operating environment in the trucking sector, in
conjunction with weaker than expected operating results that the
company has recently announced for the fourth quarter of 2007.

On Jan. 28, 2008, YRC announced fourth quarter 2007 operating
results that showed substantial deterioration in performance for
the year, citing the current weak economic environment with
unexpectedly soft volume levels at both its national and regional
transportation subsidiaries.  The company also provided a limited
degree of guidance as to its 2008 operating plans, but did not
express likelihood for a recovery in operating performance over
the near term due to continued uncertainty surrounding the
economic conditions in the trucking sector.

YRC's Ba1 Corporate Family Rating reflects the company's leading
positions in national and regional LTL (less-than-truckload)
transportation and a reputation for strong service levels.  
Ratings are also supported by its historical ability to reduce
costs while integrating large acquisitions, Roadway in particular,
resulting in improved yield through market cycles.  However,
during the most recent downturn, cost reduction has not been as
evident, and operating ratios have dropped below levels expected
for YRC at this point in the cycle.  Over the near term, in
consideration of the current sharp and possibly prolonged industry
downturn, the Ba1 rating and negative outlook considers
uncertainty as to the restoration of profitability in the
company's core LTL businesses, and the ability of YRC to
accomplish cost improvements to accommodate a lower freight volume
environment.

The ratings also consider YRC's high total debt levels (including
Moody's standard adjustments, including pension plans) relative to
the volatility in earnings and cash flows inherent in the severely
cyclical trucking industry.

Key credit metrics such as Retained Cash Flow to Debt, EBIT /
Interest, and Debt to EBITDA are currently weaker than Ba1 peers,
as they are negatively impacted by the weak economic conditions
prevailing in the trucking sector and a high debt burden related
to adjustments for multi-employer pension plans.  However, Moody's
notes that YRC has shown its commitment to reduce debt through
free cash flow, and expects that the company will resume such
practices once industry conditions allow this.  In addition, YRC
maintains an adequate liquidity profile which will likely be
appropriate to cover modest unexpected cash shortfalls over the
near term, barring substantial further deterioration in market
conditions.

The negative ratings outlook anticipates LTL markets will continue
to be soft through 2008, precluding any near term improvement in
YRC's operating results, and that operating ratio's will remain in
the high 90% range.  Moody's also anticipates that weaker seasonal
first half 2008 cash flows and operating profits will further
stress credit metrics.

The ratings could be downgraded if the free cash flow were to be
neutral or negative in 2008, or if liquidity were to deteriorate
due to increased reliance on the credit facility to fund cash
shortfall.  Ratings could also be lowered if weaker operating
performance were to impair the likelihood of compliance with
financial covenants in the company's credit facility, possibly
requiring waivers or amendments of terms.

The ratings could be stabilized if free cash flows return to
strongly positive levels in 2008, with operating ratios returning
to the mid-90% range.  The company will have to demonstrate the
maintenance of a solid liquidity position throughout this period,
with only minor and temporary reliance, if any, on the revolving
credit facility to cover cash requirements while maintaining ample
cushion to covenants.

Outlook Actions:

Issuer: Roadway LLC

  -- Outlook, Changed To Negative From Stable

Issuer: USF Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: YRC Worldwide Inc.

  -- Outlook, Changed To Negative From Stable

YRC Worldwide does business through two national less-than-
truckload companies, YRC National Transportation, which comprises
the long-haul operations that comprises the legacy Yellow and
Roadway businesses (about 69% of total FY 2007 revenue), and
through YRC Regional Transportation , a regional LTL business
essentially comprising YRC's acquired USF companies (about 25% of
revenue).  Through its YRC Logistics business unit, the company
also offers logistics and supply chain services.  YRC's broad
service offering includes next day and expedited service
throughout most of the country.


* Fitch To Update RMBS Modeling Assumptions on Continued Pressure
-----------------------------------------------------------------
Fitch Ratings announced that in light of consensus movement
towards a view of increased loss projections for U.S. subprime
residential mortgage backed securities that is now held by various
market participants and observers, including Fitch, the agency
will be updating certain modeling assumptions in its ongoing
analysis of the financial guaranty industry.  Fitch believes it is
possible that modeled losses for structured finance collateralized
debt obligations could increase materially as a result of these
updated projections.  The need to update loss assumptions at this
time reflects the highly dynamic nature of the real estate markets
in the U.S., and the speed with which adverse information on
underlying mortgage performance is becoming available.

Fitch believes that a sharp increase in expected losses would be
especially problematic for the ratings of financial guarantors --
even more problematic than the previously discussed increases in
'AAA' capital guidelines, which has been the primary focus of
recent analysis of the industry.  Expected losses reflect an
estimate of future claims that Fitch believes would ultimately
need to be paid by a guarantor.  A material increase in claim
payments would be inconsistent with 'AAA' ratings standards for
financial guarantors, and could potentially call into question the
appropriateness of 'AAA' ratings for those affected companies,
regardless of their ultimate capital levels.

Fitch expects in addition to increases in expected losses, that
its capital guidelines are likely to increase materially as well.

An increase in both expected losses and capital guidelines would
place further downward pressure on the ratings of those five
financial guarantors - Ambac Assurance Corp., CIFG Guaranty,
Financial Guaranty Insurance Co., MBIA Insurance Corp. and
Security Capital Assurance Ltd., the parent company of XL Capital
Assurance Inc. - that Fitch has previously identified as having
material subprime exposure within their insured portfolios.  
Ratings on three of these guarantors - Ambac, FGIC and SCA - were
recently downgraded by Fitch, and their ratings remain on Rating
Watch Negative.  In separate releases in conjunction with this
announcement, Fitch has also placed the 'AAA' insurer financial
strength ratings of CIFG and MBIA on Rating Watch Negative.

Fitch continues to hold Stable Rating Outlooks for the 'AAA'
insurer financial strength ratings of the operating subsidiaries
of Assured Guaranty Corp. and Financial Security Assurance
Holdings Ltd, the two financial guaranty companies that avoided
direct exposures to SF CDOs to a material degree.  Fitch, however,
will continue to monitor the impact of deteriorating RMBS
performance on SF CDO-related credit linked notes tied to FSA's
guaranteed investment contract business.  While deterioration in
the performance of the CLNs in FSA's GIC portfolio would not cause
a direct credit loss for FSA, they could result in early
withdrawal of certain GIC liabilities, which could create added
liquidity requirements for FSA.

While Fitch will update its capital and expected loss analysis of
all subprime-exposed sectors within each guarantors' insured
portfolios, Fitch believes that loss projections will be most
sensitive to loss given default assumptions used for SF CDOs that
reference subprime RMBS collateral.

Fitch has not yet defined a timetable for the conclusion of its
analysis or any related rating actions, but will update the market
as new information becomes available.


* Fitch Cuts Ratings on 26 Tranches of CLOs, Retains Neg. Watch
---------------------------------------------------------------
Fitch Ratings has downgraded 26 tranches of total rate of return
collateralized loan obligations.  The affected classes also remain
on Rating Watch Negative by Fitch.

Approximately, $1.61 billion and EUR74.75 million of securities
are affected by these actions, of which 56% were rated 'AA' with
ratings downgraded to 'A', 2% were rated 'A' with ratings
downgraded to 'BBB', and 6% were rated 'BBB' with ratings
downgraded to BB and the balance of the securities were below
investment-grade.

The actions are driven primarily by a continued decrease in the
market values of the collateral portfolios and resultant erosion
of cushion versus the total return swap termination/liquidation
triggers in the respective transactions.  This action follows
previous actions taken on Aug. 29, 2007 and Jan. 18, 2008 in which
Fitch downgraded a total of 28 classes and placed a total of 65
classes on Rating Watch Negative from 24 TRR CLOs.

  -- 'Fitch Downgrades Canal Point I, Ltd';
  -- 'Fitch Downgrades Canal Point II, Ltd';
  -- 'Fitch Downgrades 28 & Places 37 Classes on Watch Negative
      from 24 TRR CLOs'.

These actions were taken in response to the severe deterioration
in loan prices as compared to Fitch's expectations when originally
rating the transactions.  Specifically, many of the classes
affected are in close proximity to breaching their TRS
termination/liquidation triggers, which were designed to protect
the TRS counterparty from realized and unrealized losses.  Once a
trigger is breached, the TRS counterparty, in its sole discretion,
may elect to terminate the TRS.

Of note, collateral performance to date in many of these
transactions has been relatively strong, though some are breaching
their weighted average rating factor covenants.  In the case of
three older vintage transactions, no action has been taken given
the buildup of overcollateralization due to cash diversion and
other features.  However, the unprecedented velocity of market
value declines of collateral reduces the benefit of cash diversion
and other structural features to both the recent vintage
transactions and the lower rated classes and increases the impact
of the TRS termination/liquidation trigger on the expectations of
losses to those classes.

Furthermore, each of these transactions consists of a number of
unique structural features and methods in which their termination
triggers are calculated.  In some instances, the triggers may
adjust depending upon leverage or portfolio composition, and
proximity to a trigger may be affected by automatic cash diversion
or delevering mechanisms, or discretionary delevering of the
transaction by the asset manager.  To that end, Fitch has analyzed
the portfolio of transactions on a relatively comparable basis
based on their proximity to the TRS unwind trigger as of Feb. 1,
2008 as well as other factors.

As a result, the magnitude of downgrades has generally been
subject to these parameters:

  -- In cases where the decline in MTM value of collateral has
     dropped to within 3.5% of the TRS termination/liquidation
     trigger, Fitch has taken these downgrades with all
     classes remaining on Rating Watch Negative.

Coltrane CLO p.l.c.
  -- EUR 26,000,000 class B to 'BBB' from 'A';
  -- EUR45,000,000 class C to 'BB' from 'BBB';
  -- EUR 1,750,000 class D-1 to 'B' from 'BB';
  -- EUR 2,000,000 class D-2 to 'B' from 'BB'.

Structured Enhanced Return Vehicle Trust (SERVES) 2004-1, Ltd
  -- $47,500,000 class A to 'BB' from 'BBB'.

  -- In cases where the decline in MTM value of collateral has
     dropped to within 2% of the TRS termination/liquidation  
     trigger, Fitch has taken these downgrades with all
     classes remaining on Rating Watch Negative.

Fall Creek CLO, Ltd
  -- $157,500,000 class A-1 revolving notes to 'A' from 'AA';
  -- $312,500,000 class A-2 to 'A' from 'AA';
  -- $29,167,000 class B to 'BB' from 'BBB';
  -- $47,000,000 class C to 'B' from 'BB';
  -- $2,000,000 class D-1 to 'CCC' from 'B';
  -- $5,167,000 class D-2 e to 'CCC' from 'B'.

Structured Enhanced Return Vehicle Trust (SERVES) 2006-1, Ltd
  -- $157,500,000 class A-1 revolving notes to 'A' from 'AA';
  -- $312,500,000 class A-2 to 'A' from 'AA';
  -- $29,167,000 class B to 'BB' from 'BBB';
  -- $50,000,000 class C to 'B' from 'BB';
  -- $2,080,000 class D-1 to 'CCC' from 'B';
  -- $2,087,000 class D-2 to 'CCC' from 'B'.

  -- In cases where the decline in MTM value of collateral has
     dropped to within 1% of the TRS termination/liquidation
     trigger, Fitch has taken these downgrades, with all classes
     remaining on Rating Watch Negative.

Aladdin Managed LETTRS Fund, Ltd
  -- $43,000,000 class A to 'CCC+' from 'BB+';
  -- $22,500,000 class B to 'CCC' from 'BB'.

Bushnell Loan Fund, Ltd
  -- $38,300,000 class A to 'CCC+' from 'BB+';
  -- $25,000,000 class B to 'CCC' from 'BB'.

Hartford Leveraged Loan Fund, Ltd
  -- $125,000,000 income notes and shares to 'CCC' from 'BB'.

Stedman Loan Fund, Ltd
  -- $57,400,000 class A to 'CCC+' from 'BB+';
  -- $38,000,000 class B to 'CCC' from 'BB'.

  -- In the case of one transaction, Fitch has confirmed that a
     TRS termination/liquidation trigger has been breached.  As of
     the date of this report, the trustee had not received notice
     from the TRS counterparty of intent to terminate the
     transaction and liquidate the collateral.  In the event the
     TRS in this transaction were to be unwound, it is Fitch's
     opinion that the rated classes below could suffer losses.  
     Fitch has taken the following downgrades with all classes
     remaining on Rating Watch Negative.

Beecher Loan Fund, Ltd
  -- $66,800,000 class A to 'CC' from 'BB+';
  -- $44,000,000 class B to 'CC' from 'BB'.

Given the high volatility in loan prices, further negative action
may be taken in response to additional reductions in cushion
versus TRS termination/liquidation triggers.


* S&P Slashes Ratings on 26 Tranches From Four Cash Flows and CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 26
tranches from four U.S. cash flow and hybrid collateralized debt
obligation transactions.  The downgraded tranches have a total
issuance amount of $4.327 billion.  At the same time, S&P affirmed
its rating on one tranche from one of these transactions and
removed it from CreditWatch negative.  Three of the four
transactions are mezzanine structured finance CDOs of asset-backed
securities, while the fourth is a high-grade SF CDO of ABS.   
Mezzanine CDOs of ABS are collateralized by mezzanine tranches of
residential mortgage backed securities and other SF securities,
while high-grade CDOs of ABS are backed predominantly by senior
tranches of RMBS and other SF securities.     

The CDO downgrades are a result of a number of factors, including
the Jan. 30, 2008, rating actions on first-lien subprime RMBS.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,418 tranches from 423 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 2,667 ratings from 645 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected tranches represent an issuance amount of
$342.150 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  Additionally, S&P will continue to review its
current criteria assumptions in light of the recent performance of
U.S. RMBS assets and CDOs.

                  Rating and CreditWatch Actions

                                           Rating
                                           ------
   Transaction            Class        To        From
   -----------            -----        --        ----
   ACA ABS 2007-3 Ltd.    A-1LA        CCC       A-/Watch Neg
   ACA ABS 2007-3 Ltd.    A-1LB        CC        CCC/Watch Neg
   ACA ABS 2007-3 Ltd.    Combo notes  AAA       AAA/Watch Neg
   ACA ABS 2007-3 Ltd.    X            BBB       AAA/Watch Neg
   Bonifacius Ltd.        A-1J         BBB+      AAA/Watch Neg
   Bonifacius Ltd.        A-1M         AA-       AAA/Watch Neg
   Bonifacius Ltd.        A-1Q         AA-       AAA/Watch Neg
   Bonifacius Ltd.        A-2          BB+       AAA/Watch Neg
   Bonifacius Ltd.        A-3          B-        AAA/Watch Neg
   Bonifacius Ltd.        A-4          CCC+      AA+/Watch Neg
   Bonifacius Ltd.        B            CCC       AA-/Watch Neg
   Bonifacius Ltd.        C            CC        A/Watch Neg
   Bonifacius Ltd.        D            CC        BBB/Watch Neg
   Coda CDO 2007-1 Ltd.   A-1LA        A-        AAAsrp/Watch Neg
   Coda CDO 2007-1 Ltd.   A-1LB        BBB-      AAA/Watch Neg
   Coda CDO 2007-1 Ltd.   A-2L         BB        AA/Watch Neg
   Coda CDO 2007-1 Ltd.   A-3L         B-        A/Watch Neg
   Coda CDO 2007-1 Ltd.   B-1L         CCC+      BBB/Watch Neg
   Coda CDO 2007-1 Ltd.   B-2L         CCC       BB/Watch Neg
   Coda CDO 2007-1 Ltd.   X            BBB-      AAA/Watch Neg
   Gemstone CDO VII Ltd.  A-1a         A+        AAA/Watch Neg
   Gemstone CDO VII Ltd.  A-1b         B-        AAA/Watch Neg
   Gemstone CDO VII Ltd.  A-2          CCC-      AA-/Watch Neg
   Gemstone CDO VII Ltd.  B            CC        BBB/Watch Neg
   Gemstone CDO VII Ltd.  C            CC        B-/Watch Neg
   Gemstone CDO VII Ltd.  D            CC        CCC+/Watch Neg
   Gemstone CDO VII Ltd.  E            CC        CCC/Watch Neg
  
                    Other Outstanding Ratings

      Transaction                       Class       Rating
      -----------                       -----       ------
      ACA ABS 2007-3 Ltd.               A-2L        CC
      ACA ABS 2007-3 Ltd.               A-3L        CC
      ACA ABS 2007-3 Ltd.               A-4L        CC


* S&P Says Bond Insurer Downgrades to Significantly Affect Banks
----------------------------------------------------------------
Downgrades of bond insurers (Financial Guaranty Insurance Co. was
downgraded to 'AA'; ACA Financial Guaranty Corp. to 'CCC'; and
'AAA' rated MBIA Inc., Ambac Assurance Corp., and Security Capital
Assurance Ltd. are on CreditWatch Negative) prompt questions about
the effect on both commercial and investment banks, according to a
report released by Standard & Poor's Ratings Services.
     
The ripple effects of the still-unfolding subprime lending
situation have affected various directly related markets, notably
the residential mortgage-backed securities, collateralized debt
obligations, asset-backed commercial paper, and structured
investment vehicle markets, as such markets trade in or reference
subprime loans or other securities that hold such loans.
      
"Bond insurers are suffering as a result of their roles as
guarantors of mortgage-related securities, and downgrading them
could affect all markets in which they are active, including the
municipal bond, commercial mortgage-backed securities, and other
structured finance areas.  In turn, dislocation in those markets
could affect banks.  We believe that the specific, identifiable
effect on banks may be significant and, in a few cases, could
lead to downgrades.  Large global institutions have direct
exposure to the bond insurers in a number of ways," said Standard
& Poor's credit analyst Tanya Azarchs.


* U.S. Trustee Executive Office Appoints Four Trustees
-------------------------------------------------------
In separate press releases, Clifford J. White III, the Director of
the Executive Office for the U.S. Trustees, disclosed that the
U.S. Attorney General appointed four trustees on Feb. 1, 2008.

The U.S. Trustees include:

1) Donald F. Walton

Donald F. Walton was appointed as the U.S. Trustee for Region 21,
which includes Georgia, Florida, Puerto Rico, and the U.S. Virgin
Islands.

"I am delighted at Don Walton's appointment as U.S. Trustee for
Region 21, as he represents the very best of public service," Mr.
White stated.  "Over the years, the U.S. Trustee Program has
benefitted immeasurably from his outstanding legal and management
skills.  I look forward to working with him as he leads this
important region."

Mr. Walton was appointed Acting U.S. Trustee for Region 21 on
Sept. 1, 2007, while also serving as Acting Principal Deputy
Director of the Executive Office for U.S. Trustees in Washington,
D.C.  Mr. Walton joined the U.S. Trustee Program in 1987 as
Assistant U.S. Trustee in Atlanta after working for 11 years as an
associate, and then partner, with an Atlanta law firm.  He
continued as Regional Assistant U.S. Trustee in Atlanta while also
serving the Program in a variety of special assignments.  In 1992
he received the Attorney General's Award for Distinguished Service
and 2001 he received the Director's Award for Distinguished
Service.

Mr. Walton received his undergraduate degree from the University
of North Carolina at Chapel Hill in 1968.  He was commissioned as
an ensign in the U.S. Navy Reserve and served three years active
duty.  He received his law degree cum laude in 1974 from the
University of Georgia's Lumpkin School of Law.  Immediately
afterward, he clerked for the Honorable James C. Hill of the U.S.
District Court for the Northern District of Georgia, and the U.S.
Circuit Court of Appeals for the Fifth Circuit.

2) Robert D. Miller, Jr.

Robert D. Miller Jr. was appointed as the Acting United States
Trustee for Region 18 -- Washington, Oregon, Montana, Idaho, and
Alaska -- for an interim period effective on Feb. 4, 2008.  Mr.
Miller replaces Ilene Lashinsky, U.S. Trustee for Region 14, who
has also served as U.S. Trustee for Region 18 since January 2004.

Mr. Miller has headed the U.S. Trustee Program's office in
Spokane, Washington, since 1988.  In addition, he served in the
Executive Office as Acting Assistant Director for Review and
Oversight from October 2005 to July 2007, and as Acting Assistant
Director for Research and Planning from May 2006 to May 2007.
Before joining the U.S. Trustee Program, Mr. Miller was an estate
administrator for the U.S. Bankruptcy Court for the Eastern
District of Washington.  He received a law degree from Gonzaga
University School of Law in Spokane, a Master of Business
Administration from Northwestern University School of Business in
Evanston, Ill., and an undergraduate degree from Dartmouth College
in Hanover, N.H.

3) Ilene J. Lashinsky

Ilene J. Lashinsky was reappointed as the U.S. Trustee for the
District of Arizona (Region 14).

"Ilene Lashinsky has worked enthusiastically to carry out the
goals of the U.S. Trustee Program, and I am pleased to announce
her reappointment as U.S. Trustee for Region 14," Director Cliff
White stated.  "I particularly appreciate her willingness to serve
as interim United States Trustee in the Northwestern states while
continuing to lead her region in Arizona."

Ms. Lashinsky was first appointed as U.S. Trustee for Region 14 in
November 2002.  She has also served as interim U.S. Trustee for
Washington, Oregon, Montana, Idaho, and Alaska (Region 18).  
Before her appointment as U.S. Trustee for Region 14, Ms.
Lashinsky's professional experience included:

   a) practicing commercial and bankruptcy law;

   b) serving as resident bankruptcy advisor to the CFED-USAID
      Macedonia Commercial Law Project, where she assisted in
      workouts of Macedonian businesses and advised on that
      nation's transition to a free market economy;

   c) serving as Director of Continuing Legal Education for the
      State Bar of Arizona; and

   d) teaching as an adjunct faculty member for Arizona State
      University's Russian and East European Studies Consortium.

Ms. Lashinsky received her law degree cum laude from Arizona State
University College of Law in Tempe, Ariz., and her undergraduate
degree from Arizona State University.

4) Richard F. Clippard

Richard F. Clippard was reappointed by the Attorney General as
U.S. Trustee for Region 8, which includes Tennessee and Kentucky.

"Mr. Clippard has made significant contributions to bankruptcy
policies and practices within his region," Director Cliff White
stated.  "I am pleased to announce his reappointment as U.S.
Trustee for Region 8, and I look forward to continuing to work
with him."

Mr. Clippard was first appointed as U.S. Trustee for Region 8 in
January 2003.  Before his appointment as U.S. Trustee, Mr.
Clippard's professional experience included serving as interim
U.S. Attorney for the Middle District of Tennessee, Chief of the
Civil Division of the U.S. Attorney's Office for the Middle
District of Tennessee, and Special Assistant U.S. Attorney for the
Small Business Administration, and practicing law with a Nashville
law firm.  Mr. Clippard received his law degree from the
University of Mississippi Law School in Oxford, Mississippi, and
his undergraduate degree from the University of Mississippi.

The U.S. Trustee Program is the component of the Justice
Department that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.  The Program has 21 regions and 95 field offices.


* Harold Kaplan and Mark Hebbeln Join Foley & Lardner
-----------------------------------------------------
Foley & Lardner LLP reported that Harold L. Kaplan and Mark F.
Hebbeln are joining the firm's Chicago office as partners in the
Business Reorganizations Practice.  Kaplan and Hebbeln focus their
practice on corporate restructuring and insolvency
and have extensive experience in the representation of indenture
trustees and bondholders.

"The addition of Harold and Mark is the latest step in our
strategic plan to expand our national Business Reorganizations
Practice and grow our Chicago office," said Chicago Office
Managing Partner Mark L. Prager.  "Harold and Mark are nationally
known for their representation of indenture trustees, among other
aspects of corporate restructuring and insolvency, and we are
excited that they will be leading the firm's efforts in this
area."

Kaplan and Hebbeln join the firm from Drinker Biddle & Reath
LLP. Kaplan will help lead efforts to expand Foley's Business
Reorganizations Practice, both in Chicago and nationally, and
will lead its Corporate Trust and Bondholders Rights practice.  
He recently served as co-chair of Drinker Biddle's Corporate
Restructuring practice group and head of its Corporate Trust and
Bondholder Rights practice group. He previously served as chairman
of Gardner Carton & Douglas LLP, playing an instrumental role in
the firm's merger with Drinker Biddle & Reath
in 2007.

"I am excited to join Foley, a dynamic firm with a strong national
presence, and to join some of my longest-standing, most respected
friends in the corporate restructuring world," said Kaplan.  
"Foley provides a great platform for Mark and me to add our
experience in corporate trust and bondholder rights as well as
health care insolvency to the firm's already strong business
reorganizations practice."

In addition to his nationally recognized indenture trustee and
health care insolvency practices, Kaplan has represented financial
institutions, debtors, trustees under the Bankruptcy Code and the
Securities Investors Protection Act, foreign liquidators in
ancillary proceedings, creditors committees and other creditor
groups.  Kaplan also has significant experience in claims trading
and regulated industry matters.

Turnarounds & Workouts recognized Kaplan as one of 12 outstanding
bankruptcy lawyers in the country.  Kaplan is also co-chair of the
Annual Renaissance American Management, Inc. & Beard Group's
Corporate Reorganization conference.  He chairs the American Bar
Association's Health and Not For Profit Working Group and is vice
chair of the American Bar Association Committee on Trust
Indentures and Indenture Trustees.

Hebbeln will also serve as a member of the firm's Corporate
Trust and Bondholders Rights practice. He has represented
indenture trustees and bondholder interests in national bankruptcy
cases and in health care reorganizations, insolvencies and other
proceedings.  He also has extensive experience in representing
securitization trustees in insolvency and bankruptcy proceedings,
official creditors' committees in chapter 11 proceedings and other
creditor constituencies.  He currently serves as co-chair of the
American Bar Association's Trust Indenture Act Annotation Project.  
Turnarounds & Workouts recognized Hebbeln as one of 12 outstanding
young restructuring lawyers in the nation.

Foley's attorneys have extensive experience in all aspects of
bankruptcy law and practice and continue to garner recognition for
their services.  Most recently, Foley was ranked by Bankruptcy
Law360 as one of the nation's top 10 firms in the area of
bankruptcy based upon new and recent engagements.

                      About Foley & Lardner

Foley & Lardner LLP -- http://www.Foley.com-- continually evolves  
to meet the changing legal needs of our clients.  The firm's
team-based approach, proprietary client service technology, and
practice depth enhance client relationships while seeing clients
through their most complex legal challenges.  The BTI Consulting
Group (Wellesley, Massachusetts) recently recognized Foley as one
of the top four law firms shaping the U.S. legal market, while CIO
magazine has named Foley to its CIO 100 list six times for our
client-focused technology.  With more than 1,000 attorneys in
22 offices and more than 50 practices, count on Foley for high-
caliber business and legal insight.


* Jeffrey Lacker at Federal Reserve Says Mild Recession is Likely
-----------------------------------------------------------------
Jeffrey Lacker, president of the Federal Reserve Bank of Richmond,
Va., told businessmen in Charleston, West Virginia, Tuesday that a
mild recession is likely to happen, various reports relate.  Mr.
Lacker stated that the recession will not be as worse as that of
1982 or 1974, but it's going to be "shallow and with a slow
recovery," reports say.

Mr. Lacker, however, explained that his projection does not center
on a recession but on "sluggish growth" for about six months prior
to a "gradual firming" starts, reports reveal.

Mr. Lacker also reiterated the banks' move to tighten credit
standards due to the risk exposures on mortgages, according to the
reports.

Concerning interest rates, Mr. Lacker asserted that its not clear
if additional cuts is warranted if the economy gets better than
projected in the next few months, reports add.

Meanwhile, Michael Feroli at JPMorgan Chase & Co. in New York told
reporters that Mr. Lacker's statements imply "a willingness to go
along with, and even possibly endorse, further policy
accommodation."


* Fed Finds Domestic and Foreign Banks Tighten Lending Standards
----------------------------------------------------------------
The Division of Monetary Affairs, Board of Governors of the
Federal Reserve System conducted the January 2008 Senior Loan
Officer Opinion Survey on Bank Lending Practices.  The survey
addressed changes in the supply of, and demand for, bank loans to
businesses and households over the past three months.

Special questions in the survey queried banks about changes in
terms on commercial real estate loans during 2007, expected
changes in asset quality in 2008, and loss-mitigation strategies
on residential mortgage loans.  In addition, the survey included a
new set of recurring questions regarding revolving home equity
lines of credit.  This article is based on responses from 56
domestic banks and 23 foreign banking institutions.

                            C&I Lending

In the January survey, domestic and foreign institutions reported
having tightened their lending standards and terms for a broad
range of loan types over the past three months.  Demand for bank
loans reportedly had weakened, on net, for both businesses and
households over the same period.

In the January survey, one-third of domestic institutions -- a
larger net fraction than in the October survey -- reported having
tightened their lending standards on C&I loans to small as well as
to large and middle-market firms over the past three months.  
Significant net fractions of respondents also noted that they had
tightened price terms on C&I loans to all types of firms,
including raising the cost of credit lines and the premiums
charged on riskier loans over the survey period.  About two-fifths
of domestic banks -- a higher net fraction than in the October
survey -- reported having increased spreads of loan rates over
their cost of funds over the previous three months.  Smaller net
fractions of domestic banks also indicated that they had tightened
non-price terms on C&I loans to all types of firms.

Compared with domestic institutions, larger net fractions of U.S.
branches and agencies of foreign banks reported having tightened
lending standards and terms on C&I loans.  About two-thirds of
foreign banks -- up from one-third in the October survey -- noted
that they had tightened their lending standards on C&I loans over
the past three months, and large majorities also reported that
they had tightened selected price terms for the loans. About 85
percent of foreign banks -- a higher net fraction than in the
October survey -- indicated that they had increased spreads of
loan rates over their cost of funds over the past three months.

Large majorities of domestic and foreign institutions that
reported having tightened lending standards and terms on C&I loans
over the past three months pointed to a less favorable or more
uncertain economic outlook, a worsening of industry-specific
problems, and a reduced tolerance for risk as reasons for their
more-restrictive lending policies.  Smaller but significant
fractions of domestic and foreign respondents noted that a
deterioration of their banks' current or expected capital or
liquidity positions had contributed to the tightening of lending
standards and terms over the past three months.

On net, large domestic banks reported that demand for C&I loans
from large and middle-market firms was about unchanged over the
past three months, whereas about 35% of small domestic banks, on
net, reportedly experienced weaker demand for C&I loans from these
firms.  About one-fourth of both large and small domestic banks,
on net, also saw weaker demand for C&I loans from small firms.  
Finally, about 40% of foreign institutions reported weaker demand,
on net, for C&I loans over the past three months.

Very large majorities of domestic institutions that indicated a
weakening of loan demand pointed to a decrease in customers' needs
to finance inventories and investment in plant and equipment.  In
addition, 70% of domestic banks and all foreign respondents cited
a decrease in customers' needs for merger and acquisition
financing as a reason for lower demand for C&I loans.  Regarding
future business, about 20% of domestic and 50 percent of foreign
respondents, on net, reported that the number of inquiries from
potential business borrowers had decreased over the previous three
months.

                  Commercial Real Estate Lending

About 80% of domestic banks reported tightening their lending
standards on commercial real estate loans over the past three
months, a notable increase from the October survey.  The net
fraction of domestic banks reporting tighter lending standards on
these loans was the highest since this question was introduced in
1990.  About 55% of foreign banks -- up from about 40% in the
October survey -- indicated that they had tightened their lending
standards on the loans.  Concerning loan demand, about 45% of both
domestic and foreign respondents, on net, reported weaker demand
for commercial real estate loans over the past three months.

As in past years, the January survey queried banks about changes
in their lending terms on commercial real estate loans over the
previous 12 months.  The responses to these special questions
indicated that considerable net fractions of banks had tightened
terms on commercial real estate loans in 2007; in contrast, in
last year's survey, banks reported that they had eased lending
terms, on net, in 2006.  In the latest survey, about 55% of
domestic respondents and 45% of foreign respondents noted that
they had required higher debt service coverage ratios and lower
loan-to-value ratios on commercial real estate loans in 2007.  In
addition, about 40% of domestic banks and 50% of foreign banks
indicated that they had reduced the maximum loan sizes that they
were willing to grant over the past 12 months.  About 45% of
domestic banks and 75% of foreign banks reported raising loan rate
spreads over their cost of funds in 2007.

A large number of domestic and foreign respondents pointed to a
less favorable economic outlook and to a worsening of the
conditions of, or the outlook for, commercial real estate in the
markets where their banks operate as reasons for tightening terms
on commercial real estate loans in 2007. In addition, a large
fraction of domestic banks noted a reduced tolerance for risk,
whereas foreign banks indicated that reduced liquidity of the
securities collateralized by these types of loans was an important
factor.

                       Lending to Households

In the January survey, significant numbers of domestic respondents
reported that they had tightened their lending standards on prime,
nontraditional, and subprime residential mortgages over the past
three months; the remaining respondents noted that their lending
standards had remained basically unchanged.

About 55% of domestic respondents indicated that they had
tightened their lending standards on prime mortgages, up from
about 40% in the October survey.  Of the thirty-nine banks that
originated nontraditional residential mortgage loans, about 85%
reported a tightening of their lending standards on the loans over
the past three months, compared with about 60% in the October
survey.  Finally, five of the seven banks that originated subprime
mortgage loans noted that they had tightened their lending
standards on the loans, a proportion similar to that in the
October survey.

About 60% of domestic respondents, on net, indicated that demand
for prime residential mortgages had weakened over the past three
months, and 70% of respondents, on net, noted weaker demand for
nontraditional and subprime mortgage loans over the same period.  
The net fractions reporting weaker demand for each of the three
types of mortgage loans increased relative to the October survey.

About 60% of domestic respondents indicated that they had
tightened their lending standards for approving applications for
revolving home equity lines of credit over the past three months.  
Regarding demand, about 35% of domestic banks, on net, reported
that demand for revolving home equity lines of credit had weakened
over the past three months.

About 10% of respondents -- up from about 5% in the October survey
-- reported that they had tightened their lending standards on
credit card loans over the past three months.  About 30% of
respondents noted that they had reduced the extent to which the
loans were granted to customers who did not meet credit-scoring
thresholds; smaller net fractions also indicated an increase in
minimum required credit scores and a reduction of credit limits on
credit card loans.  About 15% of domestic banks -- up from about
5% in the October survey -- indicated a diminished willingness to
make consumer installment loans relative to three months earlier.  
About one-third of domestic banks -- up from about one-fourth in
the October survey -- reported that they had tightened their
lending standards on consumer loans other than credit card loans.  

Significant net fractions of banks also noted that they had
tightened lending terms and conditions on the loans.  In
particular, domestic banks had increased minimum credit scores,
reduced the extent to which the loans were granted to customers
who did not meet credit-scoring thresholds, and widened spreads of
loan rates over their cost of funds.  Regarding loan demand, about
35 percent of domestic institutions, on net, indicated that they
had experienced weaker demand for consumer loans of all types.

          Questions on the Outlook for 2008 Loan Quality

A set of special questions asked banks about their expectations
for delinquencies and charge-offs on loans to businesses and
households in 2008 under the assumption that economic activity
progresses in line with consensus forecasts.  On balance, the
responses indicate that large majorities of domestic and foreign
banks expect a deterioration in loan quality in 2008.

Regarding loans to businesses, between about 75% and 85% of
domestic and foreign banks expect a deterioration in the quality
of their C&I and commercial real estate loan portfolios.  About
15% of domestic and 20% of foreign respondents expect a
substantial deterioration in the quality of their commercial real
estate portfolios.

Concerning residential real estate loans, between about 70% and
80% of domestic respondents expect the quality of their prime,
nontraditional, and subprime residential mortgage loans, as well
as of their revolving home equity loans, to deteriorate in 2008.
Finally, about 70% of domestic respondents expect a deterioration
in the quality of both credit card and other consumer loans.

            Questions on Loss-Mitigation Strategies
                 on Residential Mortgage Loans

A final set of special questions queried domestic respondents
about strategies that they expect their banks to employ in order
to mitigate a potential deterioration in the credit quality of
their bank's residential mortgage loan portfolio or of the
mortgage loans that their banks service for others.

More than 85% of respondents indicated that they expect loan-by-
loan modifications based on individual borrowers' circumstances to
be at least a somewhat significant loss-mitigation strategy at
their banks.  More than 65% of respondents also anticipate steps
-- such as short sales or deed-in-lieu of foreclosures -- in which
borrowers lose possession of the house to be at least somewhat
significant loss-mitigation steps at their banks.

A large number of respondents also indicated that their banks'
loss-mitigation strategies will include refinancing of loans into
other mortgage products at their banks or into Federal Housing
Administration (FHA) products.  Finally, about 35% of respondents
expected streamlined loan modifications of the sort proposed by
the Hope Now alliance to be at least a somewhat significant loss-
mitigating strategy for their banks.

Domestic respondents expect their banks to face several potential
obstacles in undertaking these loss-mitigation strategies:
Respondents anticipate difficulties in contacting borrowers, and
they are concerned with borrowers' reduced motivation to retain
possession of their properties.  To a lesser extent, respondents
also anticipate difficulties arising from a shortage of qualified
loss-mitigation specialists at their banks.


* Be Cautious in Equity Markets This Spring, CIBC World Warns
-------------------------------------------------------------
North American stock markets face further declines this spring
with the prospect of significant writedowns by North American
banks and weakness in the U.S. economy, notes a new CIBC World
Markets report.

"The tandem of falling (U.S.) housing prices and rising default
rates should trigger as much as another US$30-50 billion in asset
writedowns by North American banks over the next quarter, which,
together with a visibly struggling U.S. economy could be a
catalyst for another five percent correction," says Jeff Rubin,
Chief Strategist and Chief Economist at CIBC World Markets in his
monthly Canadian Portfolio Strategy Outlook report.

"Already at $140 billion, world-wide writedowns on U.S. subprime
mortgage assets are likely to peak in the $265 billion range over
the next year," says Mr. Rubin, adding that those losses are
likely to occur in spite of both Fed easing and efforts by
Washington to spare over 300,000 mortgage holders from painful
mortgage resets.

"As long as falling (U.S.) house prices continue to generate
significant negative home equity among subprime mortgage holders,
default rates will continue to rise even if subprime mortgage
rates do not," says Mr. Rubin.  "A double-digit decline in housing
prices will bring a concomitant increase in default rates which
will likely approach just under 30 percent by the fourth quarter."

Yet despite the near-term bumpiness, Mr. Rubin remains bullish on
the year.  "While interest rate cuts and fiscal stimulus will not
salvage U.S. housing prices or prevent subprime mortgage default
rates from rising, they should go a long way in containing broad
contagion effects to the rest of the economy," he says, adding
that "a 2.5 percent federal funds rate should resuscitate the U.S.
economy and North American equity markets by the second half of
the year."

Mr. Rubin also points to continuing strength in overseas economies
and the prospect of triple-digit oil prices over the next twelve
months which "should set the stage for a powerful second-half
rally in the market that will see the TSX end the year at 14,500."  
These conditions should also see the energy and resource laden TSX
hitting 16,200 by the end of 2009, he says.

To guard against interim volatility, Mr. Rubin is cutting the
weighting of stocks in his model portfolio by nine percentage
points, and putting that money into bonds.  "We would expect to be
adding weight back to our equity position over the latter half of
the year" as markets move closer to his targets, says Mr. Rubin.

By sector, Mr. Rubin remains "overweight" in energy, gold and base
metal stocks which he says have been undervalued by subprime
jitters.  "We continue to like the energy and commodity side of
the market which is largely detached from the problems of the U.S.
housing market and even the more general outlook for the U.S.
economy," he says.

Meanwhile, Mr. Rubin is raising his target for bullion prices to
$1,000 per ounce this year and is reaffirming his "overweight"
stance in this sector.  He's also forecasting that base metal
prices, while not keeping pace with gold prices, "should remain at
historically high levels despite the performance of the US
economy, reflecting robust economic growth not only in China but
in other resource-intensive developing economies like India and
Brazil."

Mr. Rubin is also reducing his weighting in banks and telecoms by
a further half-percentage point each, and moving those funds into
utilities.

The complete CIBC World Markets report is available at:
http://research.cibcwm.com/economic_public/download/psfeb08.pdf

                            About CIBC

CIBC World Markets is the wholesale and corporate banking arm of
CIBC, -- http://www.cibc.ca/-- that provides a range of  
integrated credit and capital markets products, investment
banking, and merchant banking to clients in key financial markets
in North America and around the world.  It provides innovative
capital solutions and advisory expertise across a wide range of
industries as well as top-ranked research for our corporate,
government and institutional clients.


* U.S. Consumer Bankruptcy Filings Increase 30% in January
----------------------------------------------------------
Business Credit Management U.K. reports that U.S. consumer
bankruptcy filings rose more than 30% in January from the same
period in 2006, according to the American Bankruptcy Institute
based on data from the National Bankruptcy Research Center.  

Business Credit Management adds that although the consumer filings
for January increased relative to the previous year, the NBKRC
data reveals that the total January consumer bankruptcy filings
were flat compared to December 2006.  Chapter 13 filings
constituted 40.05% of all consumer cases in January.

"With over one million more subprime adjustable-rate mortgages due
to reset during 2008, the payment shock for many households could
lead to higher bankruptcies this year," said ABI Executive
Director Samuel J. Gerdano.

According to the NBKRC data, the overall consumer filing total for
the 2007 calendar year reached 801,840, versus 573,203 filings
recorded in 2006.

National Bankruptcy Institute -- http://www.nbkrc.com/-- is an  
online research center that offers subscribers access to up-to-
date research and statistics on bankruptcy filings.


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-----------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Plantation Road Service, Inc.
   Bankr. N.D. Fla. Case No. 08-40047
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/flnb08-40047.pdf

In Re Kendall Hotel and Suites, L.L.C.
   Bankr. S.D. Fla. Case No. 08-11050
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/flsb08-11050.pdf

In Re Kimberly Curry
   Bankr. E.D. N.Y. Case No. 08-70473
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/nyeb08-70473.pdf

In Re James H. Guenther
   Bankr. W.D. Penn. Case No. 08-20581
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/pawb08-20581.pdf

In Re Pesa Properties, Inc.
   Bankr. D.C. Case No. 08-00055
      Chapter 11 Petition filed January 30, 2008
         Filed as Pro Se

In Re Mark Stephen Turner
   Bankr. E.D. Tex. Case No. 08-40155
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/txeb08-40155.pdf

In Re R.T.M. Enterprises, Inc.
   Bankr. W.D. Wash. Case No. 08-10477
      Chapter 11 Petition filed January 30, 2008
         See http://bankrupt.com/misc/wawb08-10477.pdf

In Re Star Vision Centers, Inc.
   Bankr. S.D. Ala. Case No. 08-10315
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/alsb08-10315.pdf

In Re Dawn O. Verdegan
   Bankr. N.D. Ind. Case No. 08-20270
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/innb08-20270.pdf

In Re Atlantic Excavation Corp.
   Bankr. D. Mass. Case No. 08-10675
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/mab08-10675.pdf

In Re 00000 86-92 Hamilton Street Realty, L.L.C.
   Bankr. D. Mass. Case No. 08-10708
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/mab08-10708.pdf

In Re RxEyes, L.L.C.
   Bankr. W.D. N.C. Case No. 08-10082
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/ncwb08-10082.pdf

In Re Alumatek, Inc.
   Bankr. D. Nv. Case No. 08-10856
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/nvb08-10856.pdf

In Re Humphrey Humber Pachecker
   Bankr. S.D. Fla. Case No. 08-11130
      Chapter 11 Petition filed January 31, 2008
         Filed as Pro Se

In Re Anchor Senior Medical Services, P.L.L.C.
   Bankr. E.D. Mich. Case No. 08-42585
      Chapter 11 Petition filed January 31, 2008
         Filed as Pro Se

In Re El Veasta Lampley
   Bankr. C.D. Calif. Case No. 08-10444
      Chapter 11 Petition filed January 31, 2008
         Filed as Pro Se

In Re Larry Dean Williams
   Bankr. W.D. Tex. Case No. 08-10143
      Chapter 11 Petition filed January 31, 2008
         See http://bankrupt.com/misc/txwb08-10143.pdf

In Re Birmingham Electric Battery Co., Inc.
   Bankr. N.D. Ala. Case No. 08-40204
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/alnb08-40204.pdf

In Re S.V.V. Group, Inc.
   Bankr. C.D. Calif. Case No. 08-11080
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/cacb08-11080.pdf

In Re Kaghann's Korner, Inc.
   Bankr. N.D. Ind. Case No. 08-10255
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/innb08-10255.pdf

In Re Point Beach Holdings, L.L.C.
   Bankr. D. N.J. Case No. 08-11896
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/njb08-11896.pdf

In Re Safe Disposal Systems, Inc.
   Bankr. E.D. Penn. Case No. 08-10833
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/paeb08-10833.pdf

In Re Kenneth Henry
   Bankr. E.D. Va. Case No. 08-10506
      Chapter 11 Petition filed February 1, 2008
         Filed as Pro Se

In Re Eduardo Relicio Bautista
   Bankr. N.D. Calif. Case No. 08-50423
      Chapter 11 Petition filed February 1, 2008
         Filed as Pro Se

In Re Joseph Johnson
   Bankr. N.D. Calif. Case No. 08-50432
      Chapter 11 Petition filed February 1, 2008
         Filed as Pro Se

In Re The Beverage Depot, Inc.
   Bankr. S.D. Tex. Case No. 08-30483
      Chapter 11 Petition filed February 1, 2008
         See http://bankrupt.com/misc/txsb08-30483.pdf

In Re Kaycia L. Vansickle
   Bankr. N.D. Ala. Case No. 08-80324
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/alnb08-80324.pdf

In Re Center of Life Apostolic Ministries, Inc.
   Bankr. N.D. Ga. Case No. 08-62137
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/ganb08-62137.pdf

In Re Cumberland Academy, Inc.
   Bankr. N.D. Ga. Case No. 08-62155
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/ganb08-62155.pdf

In Re Odisho Builders, L.L.C.
   Bankr. N.D. Ill. Case No. 08-02497
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/ilnb08-02497.pdf

In Re Alfred Heller Heat Treating Co.
   Bankr. D. N.J. Case No. 08-12027
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/njb08-12027.pdf

In Re JMYGEEZ, Inc.
   Bankr. W.D. Penn. Case No. 08-20710
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/pawb08-20710.pdf

In Re Unique Restaurants Corp.
   Bankr. D. P.R. Case No. 08-00615
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/prb08-00615.pdf

In Re The Vail Group
   Bankr. N.D. Ga. Case No. 08-62113
      Chapter 11 Petition filed February 4, 2008
         Filed as Pro Se

In Re Brian Cubbins Wight
   Bankr. N.D. Ga. Case No. 08-20286
      Chapter 11 Petition filed February 4, 2008
         Filed as Pro Se

In Re Eldridge Suggs, IV
   Bankr. N.D. Ga. Case No. 08-61963
      Chapter 11 Petition filed February 4, 2008
         Filed as Pro Se

In Re G.&D. Furniture, L.L.C.
   Bankr. C.D. Calif. Case No. 08-11416
      Chapter 11 Petition filed February 4, 2008
         Filed as Pro Se

In Re Hicks Townsend, L.L.C.
   Bankr. N.D. Tex. Case No. 08-30554
      Chapter 11 Petition filed February 4, 2008
         Filed as Pro Se

In Re William Puls, Sr.
   Bankr. N.D. Tex. Case No. 08-40524
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/txnb08-40524.pdf

In Re Mart Apartments, Ltd.
   Bankr. N.D. Tex. Case No. 08-40540
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/txnb08-40540.pdf

In Re Giddings Apartments, Ltd.
   Bankr. N.D. Tex. Case No. 08-40550
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/txnb08-40550.pdf

In Re J.R.D. Investments, L.L.C.
   Bankr. S.D. Tex. Case No. 08-30752
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/txsb08-30752.pdf

In Re Vong's International, Inc.
   Bankr. E.D. Va. Case No. 08-10533
      Chapter 11 Petition filed February 4, 2008
         See http://bankrupt.com/misc/vaeb08-10533.pdf

In Re Hiview Enterprises, Inc.
   Bankr. N.D. Calif. Case No. 08-50466
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/canb08-50466.pdf

In Re L.&N. Investments, Inc.
   Bankr. W.D. Mo. Case No. 08-60163
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/mowb08-60163.pdf

In Re Jefferson Pharmacy Corp.
   Bankr. D. N.J. Case No. 08-12086
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/njb08-12086.pdf

In Re Paging Management I, L.L.C.
   Bankr. D. N.J. Case No. 08-12097
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/njb08-12097.pdf

In Re Unique Management Corp.
   Bankr. D. P.R. Case No. 08-00651
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/prb08-00651.pdf

In Re American Financial
   Bankr. S.D. Tex. Case No. 08-30817
      Chapter 11 Petition filed February 5, 2008
         Filed as Pro Se

In Re Randall Martin Schulze
   Bankr. W.D. Tex. Case No. 08-50340
      Chapter 11 Petition filed February 5, 2008
         Filed as Pro Se

In Re Michael A. Gregorakos
   Bankr. N.D. Ga. Case No. 08-62286
      Chapter 11 Petition filed February 5, 2008
         Filed as Pro Se

In Re Hunter Intermodal Transport, Inc.
   Bankr. W.D. Tenn. Case No. 08-10441
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/tnwb08-10441.pdf

In Re Channelview Capital, Inc.
   Bankr. S.D. Tex. Case No. 08-30795
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/txsb08-30795.pdf

In Re Piping Rock Place Townhomes, L.L.C.
   Bankr. S.D. Tex. Case No. 08-30814
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/txsb08-30814.pdf

In Re Johnny Castillo, Inc.
   Bankr. S.D. Tex. Case No. 08-50035
      Chapter 11 Petition filed February 5, 2008
         See http://bankrupt.com/misc/txsb08-50035.pdf


                             *********

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.  Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Philline P. Reluya, Ma. Cristina I. Canson, Christopher G.
Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***