TCR_Public/080211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 11, 2008, Vol. 12, No. 35

                             Headlines

ADAM SEALE: Case Summary & 14 Largest Unsecured Creditors
AEOLUS PHARMA: Posts $641,000 Net Loss in First Qtr. Ended Dec. 31
AMP'D MOBILE: Wants 20 Parties to Disgorge Past Payments
AMP'D MOBILE: Sets Protocol to Resolve Preference Claims
ARNOLD ESTEP: Case Summary & 18 Largest Unsecured Creditors

ASSOCIATED ESTATES: Net Income Drops to $1MM in Qtr. Ended Dec. 31
AVISTA CORP: S&P Upgrades Preferred Stock Rating One Notch to 'BB'
BLACKHAWK AUTOMOTIVE: Offers Workers $200,000 Bonus Pool
BP METALS: Moody's Retains 'B1' Corp. Rating With Stable Outlook
BUFFETS HOLDINGS: Wants Court to Clarify Creditors' Access to Info

CABLEVISION SYSTEM: Moody's Lifts Corporate Family Rating to 'Ba3'
CALPINE CORP: Inks New $7 Billion Credit Agreement With Banks
CALPINE CORP: Court Approves Sale of Hillabee Project to CER
CALPINE CORP: Closes $90 Million Blue Spruce Financing
CAPROCK COMMS: Moody's Holds B2 Rating; Changes Outlook to Neg

CENTURY INDEMNITY: Fitch's 'B-' IFS Rating Has Negative Outlook
CENTURY REINSURANCE: Fitch Puts Neg. Outlook on 'CCC+' IFS Rating
CHEMTURA CORP: Completes Fluorochemicals Business Sale to Du Pont
CHRYSLER LLC: Has Plans to Cut Product Lines and Dealerships
CHIQUITA BRANDS: Prices $175 Mil. Offering of 4.25% Senior Notes

CINCINNATI BELL: Board Authorizes $150 Million Stock Repurchase
CINCINNATI BELL: Moody's Keeps Rating on Plan to Buy Back Stock
CINCINNATI BELL: S&P Changes Outlook to Stable; Keeps 'B+' Rating
CINCINNATI BELL: Fitch Holds 'B+' IDR, Revises Outlook to Positive
CITY CAPITAL: Fails to Include Promissory Note in Sept. Report

CONEXANT SYSTEMS: Receives Nasdaq Stock Market's Notice Letter
CONEXANT SYSTEMS: S&P Ratings Unmoved by Possible Nasdaq Delisting
CONGOLEUM CORP: Bondholders and Asbestos Party OK Chapter 11 Plan
CONGOLEUM CORP: Gets Delisting Notice From American Stock Exchange
CORNERSTONE MINISTRIES: Case Summary & 20 Largest Unsec. Creditors

CORRECTIONS CORP: Earns $133.4 Mil. for Fiscal 2007 Ended Dec. 31
COUNTRYWIDE FINANCIAL: Venture w/ KB Home Sued by Calif. Couples
CYRUS REINSURANCE: Moody's Withdraws 'Ba1' Term Loan Rating
DANA CORP: Wants Court to Expunge 307 Scheduled Claims
DB ISLAMORADA: Court Approves $40,144 DIP Fund to Pay Insurance

DB ISLAMORADA: Downrite Wants Case Converted to Chapter 7
DELPHI CORP: Court Allows 35 Trade Claims for $52,000,000
DELPHI CORP: Wants Lease Decision Period Extended Until May 31
DELPHI CORP: Proposal to Assign Steering Biz Contracts Disputed
DELPHI CORP: Wants More Time to Remove Pending Civil Actions

DIRECTV GROUP: FCC Chair Backs Liberty-News Corp. Stake Swap
DOMENIC DESEI: Voluntary Chapter 11 Case Summary
DR HORTON: Posts $128.8 Mil. Net Loss in Quarter Ended December 31
EDS CORP: Paying $0.05/Share Common Stock Dividend on March 10
EDUCATION MANAGEMENT: Earns $33.8 Million in Fiscal 2008 2nd Qtr.

ELECTRICAL COMPONENTS: S&P Revises Outlook on Weak Credit Metrics
FEDDERS CORP: Banks Want Court to Deny Panel From Filing Suit
FGIC CORP: Discusses Bailout Deals with Calyon; Fitch Cuts Ratings
FIRST MAGNUS: Several Creditors Balk at Liquidation Plan
FIRST MAGNUS: Committee Defends Provisions of Liquidation Plan

FIRST MAGNUS: Says Liquidation Plan Is Confirmable
FLEXTRONICS INT'L: To Purchase FRIWO Mobile Business from CEAG AG
FORTUNOFF: Wants Court's OK for FTI Consulting as Crisis Manager
FORTUNOFF: Seeks Approval to Hire Logan & Company as Claims Agent
FORTUNOFF: Wants to Pay Prepetition Wages and Benefits to Workers

GEORGE LANNING: Case Summary & 19 Largest Unsecured Creditors
HCA INC: Commences Tender Offer to Purchase $500 Million of Debt
HEALTHSPORT INC: Elects Robert Kusher as Chief Executive Officer
HOVNANIAN ENTERPRISES: Waivers of Compliance Last Until March 14
IMPERIAL SUGAR: Halts Operations After Sugar Refinery Fire

INGEAR CORP: Case Summary & 20 Largest Unsecured Creditors
INTERPUBLIC GROUP: Takes 49% Stake in New Advertising Company
INTERSTATE BAKERIES: Wants to Grant Bonuses to 520 Top Employees
JOURNAL REGISTER: S&P's 'B+' Rating on CreditWatch Negative
JULIA HOOK: Case Summary & 20 Largest Unsecured Creditors

KAR HOLDINGS: Moody's Holds B2 Corp. Rating on Weak Credit Metrics
KB HOME: Joint Venture w/ Countrywide Sued by California Couples
KELLWOOD CO: Sun Capital Advises Shareholders to Support Offering
KOOSHAREM CORP: S&P Changes Outlook to Negative; Holds 'B' Rating
LANIER HEALTH: S&P Rates Bonds 'BB+', Assigns Stable Outlook

LB-UBS COMMERCIAL: Moody's Junks Rating on $11.751 Million Certs.
LB-UBS COMMERCIAL: Moody's Confirms Low-B Ratings on Three Classes
LIBERTY MEDIA: FCC Chair Supports Stake Swap Deal with News Corp.
LID LTD: Files Amended Chapter 11 Plan of Reorganization
LUXSAUNA INC: Case Summary & 19 Largest Unsecured Creditors

MACKLOWE PROPERTIES: Friday's Talks with Lenders was Unfruitful
MANCHESTER INC: Case Summary & 20 Largest Unsecured Creditors
MANCHESTER INC: Dispute w/ Major Creditor Led to Bankruptcy Filing
MATTHEW MISCZAK: Voluntary Chapter 11 Case Summary
MBIA INC: Prices 82M Equity Offering at $12.15 per Share

MONTCALM PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
MORRIS PUBLISHING: S&P Puts 'BB-' Corp. Rating on Negative Watch
NATIONAL CENTURY: Noteholders Want Credit Suisse to Show Docs
NATIONAL CENTURY: Bankruptcy Case Reassigned to Judge Hoffman
NEW CENTURY: Court Allows Positive Software's Copyright Lawsuit

NEW YORK RACING: Court Fixes Claims Bar Date to June 4
NEW YORK RACING: Wants Excl. Plan Filing Extended Until March 7
NEW YORK RACING: CEO Says Shutdown May Spur Layoff
NOMURA CRE: Fitch Affirms 'B-' Rating on $12.825MM Class O Notes
NOVASTAR FINANCIAL: Wachovia Default Waiver Expires Today

PASCACK VALLEY: May Sell Operations at March 4 Auction
PERFORMANCE TRANSPORTATION: Court Nods Committee's Access to Info
PERFORMANCE TRANSPORTATION: Can Hire Imperial as Investment Banker
PETER BORLO: Case Summary & Eight Largest Unsecured Creditors
PHOENIX COS: Moody's Holds Ba2 Provisional Preferred Stock Rating

PHOENIX COS: Discloses Intention to Spin Off Phoenix Investment
PLASTECH ENGINEERED: Wants to Employ Donlin Recano as Claims Agent
PRC LLC: Wants to Sell Real Property to Brett Houston for $2.2MM
PROTECTED VEHICLES: Bankruptcy Follows Marines' Reduced Orders
QUEBECOR WORLD: D.E. Shaw Claims 1.2% Stake Ownership at Jan. 28

QUEBECOR WORLD: Grosman Says Magazine Arm Unaffected by Bankruptcy
RDR EMLEN: Voluntary Chapter 11 Case Summary
ROOSEVELT HUBBARD: Case Summary & 13 Largest Unsecured Creditors
SCOTT BURCH: Case Summary & Two Largest Unsecured Creditors
SENTINEL MANAGEMENT: Bloom Given Time to Settle Lawsuit w/ Trustee

SIRVA INC: Court Okays Request to Borrow $100M Under DIP Financing
STAUNTON BUILDING: Voluntary Chapter 11 Case Summary
TAMI GARVIN: Case Summary & 14 Largest Unsecured Creditors
TAYLOR NURSING: Voluntary Chapter 11 Case Summary
TOUSA INC: Taps Kurtzman Carson as Notice and Claims Agent

TRANSDIGM GROUP: Earns $27 Million in First Quarter Ended Dec. 29
TRIPATH TECHNOLOGY: Judge Morgan Confirms Amended Chapter 11 Plan
TWEETER HOME: Wants Court to Extend Plan-Filing Period to June 5
TYSON FOODS: Unit Finalizes Plan to Restructure Kansas Operations
TYSON FOODS: Board Names New Officers, Forms Nominating Committee

UNIFIED CAPITAL: Case Summary & Nine Largest Unsecured Creditors
UNO RESTAURANT: S&P Cuts Ratings to CCC; Retains Negative Outlook
US SHIPPING: Distributes $0.45 Per Unit for 2007 Fourth Quarter
WACHOVIA BANK: Moody's Maintains Low-B Ratings on Five Classes

* Fitch Says Credit Crunch in Leveraged Loan Market to Continue
* Fitch Says Mat'l Costs Will Constrain Coal Producers' Earnings
* S&P Says Newspaper Industry Credit Concerns Continue to Grow

* Act to Protect Medical Debt Homeowners Introduced
* New York Attorney General Investigates Rating Firms

* BOND PRICING: For the Week of Feb. 4 - Feb. 8, 2008

                             *********

ADAM SEALE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Adam Peter Seale
        Kimberle Jean Seale
        aka Kimberle Jean Harris
        aka Kimberle Jean Ratts
        32 Carnaby Drive
        Brownsburg, IN 46112

Bankruptcy Case No.: 08-01085

Type of Business: The Debtors own and manages Babbitt, L.L.C. and
                  Madal Properties, L.L.C., both rental
                  properties.

Chapter 11 Petition Date: February 7, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator, Redman, Bruner, Shive & Ludwig, P.C.
                  151 North Delaware Street, Suite 1106
                  Indianapolis, IN 46204
                  Tel: (317) 685-2426

Total Assets: $1,431,094

Total Debts:  $1,645,915

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Northern Rock, P.L.C.          Deficiency from       $56,000
NE3 4PL                        Sale of Loft in
Gos Forth, New Castle, UK      England
4PL

Chase                          Credit card           $34,698
P.O. Box 94014                 purchases
Palatine, IL 60094-4014

Monroe Bank                    Deficiency from       $16,000
210 East Kirkwood Avenue       sale of 8820 East
Bloomington, IN 47408          45th Street
                               Indianapolis, IN

Capital One Bank               Credit card           $13,898
                               purchases

Citi                           Credit card           $10,806
                               purchases

CitiBank Business              Credit Card           $10,021
                               Purchases

Lifetime Properties            Business Debt         $9,618

Lifetime Properties            Business Debt         $9,618

Chase Commercial Loan          Unsecured commercial  $8,047
                               loan

Indianapolis Water Co.         Business Debt         $6,236

Citizens Gas                   Business Debt         $5,128

Indianapolis Power and Light   Business Debt         $3,236

Cameron Meadows Home Owner     Business Debt         $680
Association

American Express               Credit card           $249
                               purchases


AEOLUS PHARMA: Posts $641,000 Net Loss in First Qtr. Ended Dec. 31
------------------------------------------------------------------
Aeolus Pharmaceuticals Inc. disclosed Wednesday financial results
for the three months ended Dec. 31, 2007.  

The company reported a net loss of $641,000 for the first quarter
ended Dec. 31, 2007, compared to a net loss of $949,000 for the
three months ended Dec. 31, 2006.

"The company remains focused on research and development with
studies underway to test AEOL 10150 as a protective agent against
mustard gas exposure, to confirm AEOL 11207's potential as a
treatment for Parkinson's disease, and to determine attractive
candidates from our pipeline to address colitis and chronic
obstructive pulmonary disease.  We expect that these studies will
yield very exciting results during the upcoming year," stated John
L. McManus, president and chief executive officer.  "We continue
to see the benefits of our strategy to leverage our capital
through research partnerships with academic institutions and
government grants, and look forward to reporting progress on these
initiatives over the next several months."

Research and development expenses were lower in the first quarter
of fiscal year 2008 when compared to the first quarter of fiscal
2007 as a result of a decline in employment, consulting and
manufacturing costs.  

General and administrative expenses decreased in the first quarter
of fiscal year 2008 compared to the first quarter of fiscal year
2007 as a result of a decline in employment costs and stock based
compensation expense.   

As of Dec. 31, 2007, the company had $1,127,000 in cash and cash
equivalents.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1,293,000 in total assets, $606,000 in total liabilities, and
$687,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?27de

                       Going Concern Doubt

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about Aeolus Pharmaceuticals Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Sept. 30, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses, negative cash flows from operations and does not currently
possess sufficient working capital to fund its operations
throughout the next fiscal year.  

                   About Aeolus Pharmaceuticals

Aeolus Pharmaceuticals, Inc. (OTC BB: AOLS.OB) --
http://www.aeoluspharma.com/-- is developing a variety of  
therapeutic agents based on its proprietary small molecule
catalytic antioxidants, with AEOL 10150 being the first to enter
human clinical evaluation.   


AMP'D MOBILE: Wants 20 Parties to Disgorge Past Payments
--------------------------------------------------------
Amp'd Mobile Inc., filed complaints in the U.S. Bankruptcy Court
for the District of Delaware against 20 entities, seeking to
recover money or property, aggregating more than $10 million, with
respect to certain transfers.  The Debtor also seeks to avoid
those Transfers.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, states that the Debtor transferred amounts
to its creditors on or within the 90-day period before the
bankruptcy filing:

   Transferee                                       Amount
   ----------                                     ---------
   Merrill Lynch, Pierce, Fenner & Smith, Inc.   $4,051,051
   Peter Adderton                                 1,150,000
   Latham & Watkins LLP                           1,040,602
   MTV Networks on Campus, Inc.                     754,909
   Zuffa, LLC                                       701,469
   U-Tek Digital Co, Ltd                            655,300
   The Perfect Connection, LLC                      592,773
   Wireless Toyz Franchise, LLC                     371,359
   Playboy Enterprises International, Inc.          361,000
   DCI Marketing, Inc.                              344,337
   Hyperlink, Inc.                                  283,200
   Manufacturers & Traders Trust Co                 238,072
   Uneka Concepts, Inc.                             173,381
   Robert Jones                                     147,500
   The Dot Printer, Inc.                            129,971
   Wilson Sonsini Goodrich Rosati, P.C.             125,502
   Cybersolon Japan, Inc.                            87,312
   Quality-1 Distributing, Inc.                      60,718
   Pump Audio, Inc.                                  46,675
   GE Capital Financial, Inc.                         2,826

"The Debtor was insolvent when the Transfers were made," Mr. Yoder
notes.

Mr. Yoder adds that the Transfers enabled the Transferees to
receive more than they would have received if:
        
   (a) the Debtor's cases were administered under Chapter 7 of
       the Bankruptcy Code;
        
   (b) the transfers had not been made; and
        
   (c) the Transferees had received payment of those debts to the
       extent provided by the Bankruptcy Code.

Thus, the Transfers are avoidable under Section 547(b) of the
Bankruptcy Code, Mr. Yoder contends.

Pursuant to Section 548(a)(1)(B) of the Bankruptcy Code, the
Transfers can be avoided since the Debtor did not receive
reasonably equivalent value in exchange for making the Transfers.

Mr. Yoder relates that the Debtor is also entitled to recover the
Transfers or the cash value of those transfers under Section
550(a) of the Bankruptcy Code.  

According to Section 502(d) of the Bankruptcy Code, if the
Transferees hold claims against the Debtor, the Court should
disallow the claims, because the Transferees have failed to pay
the amount of the Transfers.

The Debtor relates that it has made written demands to the
Transferees for the return of the Transfers.  The Transferees,
however, failed or refused to return the Transfers, Mr. Yoder
says.

Hence, the Debtor was unnecessarily delayed in its recovery of
those Transfers.  According to Mr. Yoder, the Debtor is entitled
to a grant of pre-judgment interest on the value of the Transfers
from the date of the Debtor's demand letter until the entry of
judgment in the complaints to compensate the Debtor for the delay
arising from the Transferees' refusal to return the Transfers.

                      About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Sets Protocol to Resolve Preference Claims
--------------------------------------------------------
Amp'd Mobile Inc. informed the U.S. Bankruptcy Court for the
District of Delaware that its estate possesses approximately
200 preferential claims under Sections 547 and 550 of the
Bankruptcy Code.

If the Debtor is required to seek the court approval to serve
notice on all interested parties whenever the Debtor resolves a
preference claim, the expense to the estate and the demand on the
Court's time will be considerable, Steven M. Yoder, Esq., at
Potter Anderson & Corroon LLP, in Wilmington, Delaware, asserts.

Thus, in order to efficiently resolve the Preference Claims, the
Debtor asks the Court to establish:

   * a list of parties upon which the Debtor will serve notice of
     the Debtor's intent to settle a Preference Claim;

   * a procedure for the settlement of certain Preference Claims
     without notice; and

   * a procedure that would allow the Debtor to obtain Court
     approval of all other proposed settlements of a Preference
     Claim by serving a notice upon the Interested Parties
     therefore giving those parties the opportunity to object to
     the proposed settlement and to set a hearing of the
     objection.

The list of parties upon which the Debtor propose to serve
notices of certain proposed settlements are:

   * the U.S. Trustee,
   * counsel for the Unsecured Creditors' Committee,
   * general bankruptcy counsel for the Debtor, and
   * counsel for Kings Road Investment Ltd.

              Proposed Settlement Approval Process

In instances where the total gross amount of all transfers does
not exceed $75,000, the Debtor proposes that the Court grant it
authority to settle the Preference Claims, without the need for
any further notice, hearing or order of the Court.

To the extent the Debtor desires to settle Preference Claims
where the total gross exceeds $75,000, the Debtor will serve a
notice of the Proposed Settlement.

The Settlement Notice will include:

   * the amount of the Preference Claim;

   * the name of the party against whom the Claim has been
     asserted;

   * the dates of the payments in question;

   * the terms of the Proposed Settlement;

   * any asserted defenses to the Preference Claim; and

   * explanation for the Proposed Settlement.

Interested Parties will have 15 days from the date of the
Settlement Notice to object to the Proposed Settlement.  If no
objections are filed and served properly prior to the expiration
of the Notice Period, the Proposed Settlement will be deemed
approved by the Court without further notice and hearing.  
Moreover, the Debtor will be authorized to consummate the
Proposed Settlement.

Any objection to a Proposed Settlement must:

   (i) be in writing,

  (ii) state with specificity the ground for objection,

(iii) be served on the Interested Parties and special counsel to
       the Debtor so as to be received prior to the expiration of
       the Notice Period, and

  (iv) be filed with the Court prior to the expiration of the
       Notice Period.

If an objection to a Proposed Settlement is properly filed and
served, then the Proposed Settlement may not proceed absent:

   (i) withdrawal of the objection; or

  (ii) entry of an order of the Court specifically approving the
       Proposed Settlement.

If the parties are unable to resolve the objection, either of
them will ask the Court to hold a hearing considering the
Proposed Settlement.  At least 10 days prior to the hearing, the
objecting party of the Debtor must file a notice of hearing with
the Court, serving the notice to the Interested Parties and
special counsel for the Debtor.

Moreover, on or before the 15th day of each month, the Debtor
will provide to the Interest Parties a report describing the
final disposition of all Preference Claims settled in the
previous calendar month.  The Monthly Settlement Report will
identify:

   (i) the party against whom the claim was asserted,

  (ii) the amount of the Preference Claim, and

(iii) the settlement amount.

                     About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ARNOLD ESTEP: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Arnold Eugene Estep
         aka Arnold Estep
         Sheila Marie Estep
         aka Sheila Estep
         1123 Zinfandel Way
         San Jose, CA 95120

Bankruptcy Case No.: 08-50488

Chapter 11 Petition Date: February 6, 2008

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Charles E. Logan, Esq.
                  Law Offices of Charles E. Logan
                  95 South Market Street, Suite 660
                  San Jose, CA 95113
                  Tel: (408) 995-0256

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of their 18 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Internal Revenue Service                             $1,397,520
P.O. Box 21126
Philadelphia, PA 19114-0326

Franchise Tax Board                                    $249,000
Attention: Special Procedures
P.O. Box 2952
Sacramento, CA 95812-2952

Bank of America                                         $11,784
P.O. Box 15026
Wilmington, DE 19850-5026

Amex Express (Blue) - Florida                           $10,595

American Express (Green) - Texas                        $10,499

HSBC                                                    $10,297

Household Credit Services                               $10,296

CitiCard                                                 $7,117

Wells Fargo Visa                                         $6,685

Citibank Advantage                                       $6,317

Marriott Vacation Club                                   $5,291

Chase Mastercard                                         $2,025

Office of the County Treasurer                             $578

William Lewis                                              $340

Attorney General                Notice Only             Unknown

Controller of State of          Notice Only             Unknown
California

County of Calaveras             Notice Only             Unknown

County of Santa Clara           Notice Only             Unknown


ASSOCIATED ESTATES: Net Income Drops to $1MM in Qtr. Ended Dec. 31
------------------------------------------------------------------
Associated Estates Realty Corporation reported net income
available to common shareholders of $1.1 million for the fourth
quarter ended Dec. 31, 2007, compared with net income available to
common shareholders of $12.1 million for the fourth quarter ended
Dec. 31, 2006.

"Our exceptional operating performance in 2007 is directly
attributable to the strength of AEC's apartment markets, the
competitiveness of each of our properties and our hardworking
employees," Jeffrey I. Friedman, chairman, president and CEO,
commented.

For the twelve months ended Dec. 31, 2007, net income applicable
to common shares was $5.1 million compared to net income
applicable to common shares of $22 million for the period ended
Dec. 31, 2006.

                         Stock Repurchase

During the year, the company repurchased 1,021,200 shares of the
company's common stock for $13.6 million, at an average price of
$13.30 per share.  At the end of the year, $5.9 million remained
available under the board authorized $50 million stock repurchase
program.

                2007 Acquisitions and Dispositions

In 2007, the company purchased one property and acquired its joint
venture partners' 51% interest in another property for a total of
$91.3 million.  In 2007, the company sold three properties for a
total of $49 million.  Net sales proceeds were primarily used to
pay down debt, repurchase the company's common shares and fund
capital improvement programs.

                  About Associated Estates Realty

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real   
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long term foreign and local issuer credit ratings at
'B+' on July 2007.  The ratings still hold today with a stable
outlook.


AVISTA CORP: S&P Upgrades Preferred Stock Rating One Notch to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating of Avista Corp. one notch to 'BBB-'.  Senior unsecured
ratings were bumped up to 'BBB-'; the preferred stock
rating was moved up one notch to 'BB'.  The company's short-term
credit rating was also raised to 'A-3.'  Under Standard & Poor's
notching criteria, first mortgage bonds are not affected.  The
outlook is stable.
     
"The rating action reflects Avista Corp.'s adequate general rate
case settlement in Washington that provided it with a 9.4%
increase for electric customers and a 1.7% increase for its
natural gas customers, effective Jan. 1, 2008.  This increase
importantly updates Avista's test year using 2007 numbers and
should assist in minimizing fuel and purchased-power cost
deferrals, which have been ongoing issues for the company," said
Standard & Poor's credit analyst Anne Selting.  "The upgrade also
reflects the company's sale of Avista Energy in June 2007, and our
expectation that the company will be successful in filing future
rate cases that will be needed to keep pace with rising capital
expenditures and upward pressure on costs, including fuel and
purchased power expense."
     
While 2007 financial ratios are expected to be slightly weak for
the rating, Standard & Poor's believes that financial improvements
will be realized starting from 2008 and that the otherwise stable
operations of the company warrant less weight on near-term
financial performance.  Performance has been hampered by losses at
Avista Energy (on a gross margin and net income basis), which will
not recur; a below-normal hydro year; an out-of-date test year in
Washington and Idaho for electric power costs; and mild weather,
which has lowered sales relative to expectations.  Trailing 12-
month results for consolidated operations (which include Avista
Energy until June 30) are 15.8% fund from operations (FFO) to
total debt, 3.0x FFO interest coverage, and an adjusted debt to
total capitalization approaching 59%.  However, Avista management
expects poor hydro in both the third and fourth quarters will
result in ratios that at year-end will be lower than these
results.  


BLACKHAWK AUTOMOTIVE: Offers Workers $200,000 Bonus Pool
--------------------------------------------------------
Blackhawk Automotive Plastics Inc. is proposing a $200,000 bonus
pool to workers to keep them until the projected sale of its
business by the end of March, Bill Rochelle of Bloomberg News
reports.

Blackhawk's chief executive officer, chief financial officer and
chief restructuring officer won't participate in the bonus pool,
according to the report.

As reported by the Troubled Company Reporter on Dec. 18, 2007, the
U.S. Bankruptcy Court for the Northern District of Ohio
approved the bidding procedure proposed by Blackhawk Automotive
Plastics Inc. for the public sale of its business.  The sale is
part of the Debtor's postpetition financing agreement with certain
of its lenders.

W. Y. Campbell & Company, the Debtor's investment banker, will
serve as the Debtor's agent for the sale of the assets.

The Debtor was scheduled to appear before the Court at a hearing
Feb. 8, 2008, to seek approval of auction and sale hearing dates.

An auction is expected to take place prior to an anticipated
sale closing date of March 14, 2008.

To participate in the auction, bids must be received by the
sale agent before 5:00 p.m. (Eastern Time) on Feb. 29, 2008.

Bids must accompany an earnest money cash deposit equivalent to
five percent of the proposed purchase price but not to exceed
$1.0 million.  Qualifying bidders may then submit successive bids
in increments of not less than $100,000.

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. provides the Debtors with claims, noticing, balloting
and distribution services.  The Debtors' schedules disclosed total
assets of $58,665,229 and total liabilities of $51,244,592.  As of
bankruptcy filing, BAP's aggregate debt to its senior facility
lenders was about $33 million.


BP METALS: Moody's Retains 'B1' Corp. Rating With Stable Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
and B1 probability of default rating of BP Metals LLC.  In
addition, the Ba3 rating of the first lien revolver and term loan
as well as the B3 rating of the second lien term loan were
affirmed.  The outlook remains stable.

The ratings affirmation reflects an expectation of continued
strong financial metrics, which serves as a mitigant to
cyclicality and pressures on the company's business segments from
potential contraction in end-markets, operating challenges, and to
a lesser extent cost inflation.  BP Metals' consolidated
performance remains in line with expectation.

The ratings outlook is stable.  However, negative rating pressure
could result should there be a prolonged reduction in
profitability and EBITDA relative to Moody's expectations, the
inadequate or delayed coverage by insurance policies of losses and
costs related to the temporary shutdown of a forging press at one
of BP Metals' divisions, or the loss of customers related to the
press failure.

Moody's affirmed these ratings:

  -- B1 corporate family rating

  -- B1 probability of default rating

  -- Ba3 senior secured revolver (LGD 3 with a minor change to the
     rate to 41% from 42%)

  -- Ba3 first lien term loan (LGD 3 with a minor change to the
     rate to 41% from 42%)

  -- B3 second lien term loan (LGD 5 with a minor change to the
     rate to 87% from 86%)

Through its operating subsidiaries, BP Metals is a manufacturer of
custom engineered metal components for various end-markets
including rail transportation, oil & gas, small gas engine,
military/defense, truck and general industrial markets.  Revenues
for 2007 were approximately $354 million.


BUFFETS HOLDINGS: Wants Court to Clarify Creditors' Access to Info
------------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates seek an order from
the United States Bankruptcy Court for the District of Delaware
clarifying that the Official Committee of Unsecured Creditors and
other committees appointed under Section 1102(a) of the Bankruptcy
Code are not authorized or required to provide the creditors they
represent with access to the Debtors' confidential information.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, proposed counsel for the Debtors,
relates that as part of the Bankruptcy Abuse Prevention &
Consumer Protection Act of 2005, Congress enacted a new section
of the Bankruptcy Code.  The new Section 1102(b)(3) states that a
creditors' committee appointed under Section 1102(a) will
"provide access to information for creditors who (a) hold claims
of the kind represented by the committee; and (b) are not
appointed to the committee."

However, after receiving information from debtors, committees are
required to execute confidentiality agreements.  Ms. Morgan says
that the enactment of Section 1102(b)(3)(A) raises the issue of
whether an official committee could be required to share a
debtor's confidential information with any creditor that the
committee represents.

Ms. Morgan explains that the New Section did not indicate how a
creditors' committee should provide access to "information," and
did not indicate the the nature, scope, or extent of the
"information."  She adds there appears to be no legislative
history to the New Section that might shed light on the issues.

Nonetheless, given the importance of the issue, the Debtors seek
clarification that the Committees are not authorized or required
to provide access to Confidential Information to any creditor
that the Committee represents.

Ms. Morgan tells the Court that when a statute is clear and
unambiguous, "the sole function of the courts is to enforce it
according to its terms".  She points out that the Debtors are in
a very competitive industry and dissemination of Confidential
Information to parties who are not bound by any confidentiality
agreement directly with the Debtors could be disastrous.

"The relief requested does not mean that the Committees will not
be providing information to its constituents," Ms. Morgan
clarifies.  The Committees will, through various means, make
available to creditors a variety of public information concerning
the Debtors, including pleadings, schedules and statements of
financial affairs, and the Debtors' monthly operating reports.
In addition, when it is time to vote on a plan, the Debtors will
provide creditors with additional material information in a
disclosure statement that satisfies the requirements of Section
1125(b).

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors have selected Paul, Weiss, Rifkind,
Wharton & Garrison LLP to represent them.  Young Conaway Stargatt
& Taylor, LLP, are the Debtors' proposed legal advisor and
Houlihan Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper
LLC, their proposed financial advisors.  The Debtors' balance
sheet as of Sept. 19, 2007, showed total assets of $963,538,000
and total liabilities of $1,156,262,000.

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


CABLEVISION SYSTEM: Moody's Lifts Corporate Family Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded to Ba3, from B1, the Corporate
Family Ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to Stable
from Developing.

This rating actions stem primarily from Moody's belief that the
controlling shareholders and senior management are not currently
considering another fiscally aggressive, going-private transaction
(although the agency has not ruled out the possibility that they
may do so in the future).  

Senior Vice President Christina Padgett noted that "difficult
financial market conditions, including very tight credit and
shareholder distaste for current valuations of cable companies,
will likely preclude the Dolans from making a fourth run at taking
the company private, even if they wanted to do so and thought that
they could get it done at a lower price point."  

As a direct result, both companies are no longer as constrained as
they had previously been with respect to such event risk.  
Moreover, the upgrades are supported by Moody's expectation of
continued improvements in fundamental operating performance and
key credit metrics over the forward rating horizon,
notwithstanding heightened competitive pressure and uncertainty
with respect to the magnitude of the potentially adverse impact
from a lingering recessionary economic environment.

In this regard, Senior Vice President Russell Solomon noted that
"Cablevision continues to reap the benefits of having what are
arguably the premiere assets in the cable TV business," adding
that "the same things that have made them so successful
operationally put them at perhaps the greatest risk to rapidly
encroaching competition in the future, but they are well prepared
and equipped to fight the coming fight."

At the same time, however, Moody's lowered Cablevision's
Speculative Grade Liquidity Rating to SGL-3 from SGL-2 given the
company's near-term scheduled debt maturities ($500 million of
notes due July 2008, plus $85 million of requisite term loan
amortization payments throughout 2008), highly uncertain financial
market conditions and a greater anticipated reliance on external
sources of liquidity to satisfy the same.  In contrast, Moody's
raised Rainbow's SGL Rating to SGL-1 from SGL-2 due mainly to
expectations of further improvements in internally generated cash
flow.

These summarizes the rating actions taken by Moody's:

Cablevision Systems Corporation

  -- Corporate Family Rating: Upgraded to Ba3, from B1

  -- Probability of Default Rating: Upgraded to Ba3, from B1

  -- Senior Unsecured Regular Notes: Upgraded to B2 (LGD6 -- 93%),
     from B3 (LGD6 -- 93%)

  -- Speculative Grade Liquidity: Lowered to SGL-3, from SGL-2

  -- Rating Outlook: Revised to Stable, from Developing

CSC Holdings, Inc.

  -- Senior Secured Bank Credit Facilities: Upgraded to Ba1 (LGD2
     -- 25%), from Ba2 (LGD2 -- 24%)

  -- Senior Unsecured Notes and Debentures: Upgraded to B1 (LGD5
     -- 74%), from B2 (LGD5 -- 73%)

  -- Rating Outlook: Revised to Stable, from Developing

Rainbow National Services LLC

  -- Corporate Family Rating: Upgraded to Ba3, from B1
  
  -- Probability of Default Rating: Upgraded to Ba3, from B1

  -- Senior Secured Bank Credit Facilities: Upgraded to Ba1 (LGD2
     -- 23%), from Ba2 (LGD2 -- 24%)

  -- Senior Unsecured Notes: Upgraded to B1 (LGD4 -- 68%), from B2
     (LGD4 -- 69%)

  -- Senior Subordinated Notes: Upgraded to B2 (LGD5 -- 89%), from
     B3 (LGD5 -- 89%)

  -- Speculative Grade Liquidity: Upgraded to SGL-1, from SGL-2

  -- Rating Outlook: Revised to Stable, from Developing

Headquartered in Bethpage, New York, Cablevision Systems
Corporation is predominantly a domestic cable multiple system
operator serving more than 3 million subscribers in and around the
metropolitan New York area.

Rainbow National Services LLC, headquartered in Jericho, New York,
supplies television programming to cable television and direct
broadcast satellite providers throughout the United States.  The
company predominantly operates three entertainment programming
networks, American Movie Classics, WE: Women's Entertainment, and
The Independent Film Channel.


CALPINE CORP: Inks New $7 Billion Credit Agreement With Banks
-------------------------------------------------------------
Calpine Corporation disclosed in a filing with the U.S.
Securities and Exchange Commission that it has entered into
credit agreements on the effective date of its Plan of
Reorganization, dated January 31, 2008:

   (i) a senior secured term loan facility of $6,000,000,000,
       consisting of $3,900,000,000 of DIP financing converted
       to exit facility term loans, and $2,100,000,000 of
       additional exit facility term loans; and

  (ii) up to $1,000,000,000 senior secured revolving loan and
       letter of credit facility.

The New Credit Agreement is provided by a syndicate of banks and
other financial institutions led by Goldman Sachs Credit Partners
L.P., Credit Suisse Securities (USA), LLC, Deutsche Bank
Securities Inc., and Morgan Stanley Senior Funding, Inc., as
joint lead arrangers and joint bookrunners, Goldman Sachs, Credit
Suisse, Deutsche Bank and Morgan Stanley, as co-documentation
agents and as co-syndication agents, General Electric Capital
Corporation, as sub-agent for the revolving lenders, and Goldman
Sachs, as administrative agent and collateral agent.

A full-text copy of the New Credit Agreement is available for
free at: http://ResearchArchives.com/t/s?27df
  
                         New Credit Facility

Calpine will use the borrowings under the New Credit Facility to:

   -- fund distributions under the Plan, including the repayment
      of prepetition second lien debt;

   -- pay fees and expenses in connection with the New Credit
      Facility and the transactions occurring on the closing date
      of the New Credit Facility; and

   -- provide working capital and general corporate purposes.

Borrowings under the New Credit Facility bear interest at a
floating rate, which can be either a base rate, or at Calpine's
option, a LIBOR rate, plus an applicable margin of 1.875% per
annum in the case of the base rate loans, and 2.875% per annum in
the case of the LIBOR loans.

The term loan facility requires regularly scheduled quarterly
payments of principal equal to 0.25% of the original principal
amount of the term loan, with the remaining unpaid amount due and
payable at maturity on March 29, 2014.

Interest is payable on the last day of the applicable interest
period but in no event less often than quarterly.  Prepayments of
the term loan facility made at Calpine's election, or required to
be made from the proceeds of capital stock or debt issuances by
us, in the first two years after the closing of the New Credit
Facility will require the payment of a premium of:

   --  2% of the principal amount repaid if repaid in the first
       year; and

   -- 1% of the principal amount repaid if repaid in the second
      year.

Certain of Calpine's subsidiaries guarantees the company's
obligations under the New Credit Facility.  The New Credit
Facility is secured by a security interest in substantially all
of the assets of Calpine's and the Guarantors, and a pledge of
the equity interests of the direct subsidiaries of each
Guarantor.

The New Credit Facility limits the ability of Calpine, the
Guarantors and certain other subsidiaries to, among other things,
incur or guarantee additional indebtedness, incur liens, pay
dividends on or repurchase stock, make certain types of
investments, restrict dividends or other payments from Calpine's
direct or indirect subsidiaries, enter into transactions with
affiliates, sell assets or merge with other companies, or change
lines of business.

The New Credit Facility also requires compliance with financial
covenants that include (i) a maximum ratio of total net debt to
EBITDA, (ii) a minimum ratio of EBITDA to cash interest expense,
(iii) a maximum ratio of total senior net debt to EBITDA and (iv)
maximum capital expenditures.

                         Bridge Facility

In addition to the New Credit Facility, Calpine borrowed up to
$300,000,000 in senior secured bridge loans made available on the
Effective Date pursuant to a bridge loan facility among Goldman
Sachs, Credit Suisse Securities (USA), LLC, Deutsche Bank and
Morgan Stanley, as joint lead arrangers and joint bookrunners,
Goldman Sachs, Credit Suisse, Deutsche Bank and Morgan Stanley,
as co-documentation agents and as co-syndication agents, and
Goldman Sachs, as administrative agent and collateral agent.

Calpine will use the Bridge Facility to finance, in part, the
Plan.

Borrowings under the Bridge Facility will bear interest at a base
rate or a LIBOR rate, plus an applicable margin of:

   -- 1.875% per annum in the case of the base rate loans, and
   -- 2.875% per annum in the case of the LIBOR loans.

The Bridge Facility will mature on January 31, 2009.

The Bridge Facility will be prepaid with the net cash proceeds of
certain identified asset sales and will be entitled to ratable
prepayment with the New Credit Facility in the event of certain
other mandatory prepayment events under the New Facility.

The obligations of Calpine and its subsidiaries with respect to
the Bridge Loan Agreement will be guarantied by the Guarantors
and are secured by liens on the same collateral as the New Credit
Facility, on a pari passu basis to the liens securing the New
Credit Facility.  

A full-text copy of the Bridge Facility is available for free
at: http://ResearchArchives.com/t/s?27e0

                   About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
Kirkland & Ellis LLP, represents the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Nov. 31, 2007, the Debtors disclosed
total assets of $18,212,000,000, total liabilities not subject to
compromise of $11,024,000,000, total liabilities subject to
compromise of $11,859,000,000 and stockholders' deficit of
$4,675,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.

(Calpine Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


CALPINE CORP: Court Approves Sale of Hillabee Project to CER
------------------------------------------------------------
The Hon. Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York authorized Calpine
Corp. and its debtor-affiliates to sell the Hillabee Project, a
partially completed power plant located near Alexander City,
Alabama, to CER Generation, LLC, for $155,000,000, free and clear
of all liens and encumbrances.

CER Generation, a subsidiary of Constellation Energy, outbid a
third party, Hillabee Acquisition Company, LLC, at the sale
auction held February 5, 2008.

CER Generation initially offered to buy the Project for
$122,500,000 pursuant to an Asset Purchase Agreement dated
December 21, 2007, with Calpine's Hillabee Energy Center, LLC
affiliate.

It raised its offer during the auction, topping Hillabee
Acquisition's bid.

The auction was held as part of Calpine's recently completed
Chapter 11 restructuring.

The sale remains subject to final regulatory approvals.

The Debtors have determined that HAC will be a "Back-up Bidder."  
The Debtors will pay $6,400,000 as bidding incentive fee to HAC.

The Debtors will also assume all contracts with Southern Company
Services, Inc., and assign those contracts to the Buyer.  The
Debtors will pay $225,033 as cure amounts for the contracts.  CER
will also pay a $16,505 Cure Amount.

The project is approximately 80% complete and expected to be
operational in 2010 when construction and permitting are
finalized.

"The Hillabee Project was determined to be a non-strategic
asset in the context of our recent Chapter 11 restructuring,"
said Robert P. May, Calpine's Chief Executive Officer.  "We are
extremely pleased with the success we have achieved with our
strategic divestiture program and are now moving forward with one
of the cleanest and most modern power generation fleets in the
nation."

The Hillabee Project is designed to be a clean and highly
efficient 774-megawatt combined-cycle generating facility driven
by two Siemens-Westinghouse 501G combustion turbines.  Calpine
initiated construction activities at the site in 2001 but
subsequently placed the project on hold due to adverse market
conditions.

"The acquisition of the Hillabee facility is another example
of our commitment to expanding beyond restructured competitive
power markets into regulated markets in the South," said Thomas
V. Brooks, president, Constellation Energy Resources and
executive vice president, Constellation Energy.  "We have a
significant wholesale load serving business and a growing control
area services and generation dispatch customer base in southern
markets.  The addition of this generation asset will complement
our strong product and service offerings in this market.  Our
expertise and extensive background in building and operating
generating facilities is well established."

                   About Constellation Energy

Constellation Energy -- http://www.constellation.com-- a FORTUNE  
125 company with 2007 revenues of $21 billion, is the nation's
largest competitive supplier of electricity to large commercial
and industrial customers and the nation's largest wholesale power
seller.  Constellation Energy also manages fuels and energy
services on behalf of energy intensive industries and utilities.  
It owns a diversified fleet of 78 generating units located
throughout the United States, totaling approximately 8,700
megawatts of generating capacity.  The company delivers
electricity and natural gas through the Baltimore Gas and
Electric Company (BGE), its regulated utility in Central Maryland.

                   About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
Kirkland & Ellis LLP, represents the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Nov. 31, 2007, the Debtors disclosed
total assets of $18,212,000,000, total liabilities not subject to
compromise of $11,024,000,000, total liabilities subject to
compromise of $11,859,000,000 and stockholders' deficit of
$4,675,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.

(Calpine Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


CALPINE CORP: Closes $90 Million Blue Spruce Financing
------------------------------------------------------
Calpine Corporation reported that its indirect subsidiary Blue
Spruce Energy Center, LLC, has received funding for its
$90,000,000 senior term loan refinancing, maturing December 31,
2017.

Blue Spruce LLC owns the Blue Spruce Energy Center in Aurora,
Colorado, and is a stand-alone, indirect subsidiary of Calpine.  
BSEC currently operates under a 10-year power contract with Public
Service Company of Colorado for up to 310 megawatts of the power
plant's full capacity and related energy and ancillary services.  
Power deliveries commenced in mid-2003 and extend through April
2013.

Joint Lead Arrangers Co-Bank, ACB, and Siemens Financial Services,
Inc., underwrote the project finance facility, and CoBank will
serve as administrative agent.  Net proceeds from the senior term
loan will be used to refinance all outstanding indebtedness under
the existing Blue Spruce LLC term loan facility, to pay fees and
expenses related to the transaction and for general corporate
purposes.

This financing extends the tenor of the previous loan and is at a
significantly lower interest rate.  The benefits of the additional
liquidity and lower interest expense flow through to Calpine.  
Calpine and other Calpine affiliates will not be responsible for
the debts or other obligations of Blue Spruce LLC.

                   About Calpine Corporation

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
Kirkland & Ellis LLP, represents the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Nov. 31, 2007, the Debtors disclosed
total assets of $18,212,000,000, total liabilities not subject to
compromise of $11,024,000,000, total liabilities subject to
compromise of $11,859,000,000 and stockholders' deficit of
$4,675,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.

(Calpine Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).   


CAPROCK COMMS: Moody's Holds B2 Rating; Changes Outlook to Neg
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
for CapRock Communications Inc. and revised the outlook to
negative due to liquidity concerns (including elevated revolver
usage relative to Moody's prior expectations) and heightened
operational risk over the next twelve months.  Moody's also
downgraded the rating on the first lien secured bank facility to
B1 from Ba3.  This debt comprises the preponderance of the debt
capital structure; the downgrade incorporates modest changes in
the capital structure and is in accord with Moody's Loss-Given
Default Methodology.

Moody's could lower CapRock's ratings if debt-to-EBITDA (as per
Moody's standard adjustments) remains above 5.5 times or free cash
flow remains negative over the next 12 -- 18 months.  A summary of
this actions are:

CapRock Communications Inc.

  -- Outlook, Changed To Negative From Stable

  -- Affirmed Corporate Family Rating, B2

  -- Affirmed Probability of Default Rating, B2

  -- Downgraded Senior Secured First Lien Credit Facility to B1,
     LGD3, 33%

  -- Affirmed Senior Secured Second Lien Term Loan, Caa1, LGD5,
     83%

CapRock's B2 corporate family rating continues to reflect the
company's small scale, high customer concentration, elevated
leverage and minimal free cash flow.  The ratings are supported by
blue-chip customers, significant barriers to entry, a healthy
contract pipeline and good customer retention rates.

CapRock Communications Inc. provides global fixed and mobile
satellite communications in remote locations engineered at high
levels of reliability.  ABRY Partners acquired CapRock for
approximately $200 million in February 2006.


CENTURY INDEMNITY: Fitch's 'B-' IFS Rating Has Negative Outlook
---------------------------------------------------------------
Fitch Ratings expects to assign an 'A' rating to the $300 million
senior note issuance planned by ACE INA Holdings Inc., a
subsidiary of ACE Limited.  The new notes will be fully and
unconditionally guaranteed by ACE and are therefore based on ACE's
'A+' Issuer Default Rating.

On Dec. 17, 2007, Fitch affirmed all of its ratings on ACE and
ACE's subsidiaries following the announcement by ACE that it will
acquire CICA from Aon Corp. for $2.4 billion.  The Outlook is
Stable.

Fitch expects ACE INA will use the proceeds to partially finance
ACE's pending acquisition of Combined Insurance Company of America
and its subsidiaries.  Fitch anticipates that the remainder of the
financing will be completed with a combination of $450 million of
new bank debt in addition to roughly $1.65 billion of internal
capital.

Fitch believes that, following the completion of ACE's total
financing plans, ACE's pro forma debt to capital ratio increase of
roughly three points, to 15%, is still well within an acceptable
level for ACE's current rating category.  Fitch notes that ACE
reported year-end 2007 earnings of $2.6 billion and stockholders'
equity of $16.7 billion, an equity increase of 17% since year-end
2006.  Fitch also notes that ACE, unlike many of its peers, has
not repurchased shares during the current soft market.

Fitch's ratings reflect its belief that ACE's capitalization will
be materially unchanged by the acquisition, the integration risk
derived from the acquisition will be reasonably well managed, and
that CICA provides strategic benefits for ACE.

The acquisition of CICA is expected to close during the second
quarter of 2008, pending necessary regulatory approvals.

Fitch has assigned these ratings:

ACE INA Holdings Inc.
  -- $300 million senior notes 'A'.

These ratings have a Stable Outlook:

ACE Limited
  -- Issuer Default Rating at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of Illinois
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings at 'AA-'.

These ratings have a Negative Outlook:

Century Indemnity Company
  -- IFS at 'B-'.

Century Reinsurance Company
  -- IFS at 'CCC+'.


CENTURY REINSURANCE: Fitch Puts Neg. Outlook on 'CCC+' IFS Rating
-----------------------------------------------------------------
Fitch Ratings expects to assign an 'A' rating to the $300 million
senior note issuance planned by ACE INA Holdings Inc., a
subsidiary of ACE Limited.  The new notes will be fully and
unconditionally guaranteed by ACE and are therefore based on ACE's
'A+' Issuer Default Rating.

On Dec. 17, 2007, Fitch affirmed all of its ratings on ACE and
ACE's subsidiaries following the announcement by ACE that it will
acquire CICA from Aon Corp. for $2.4 billion.  The Outlook is
Stable.

Fitch expects ACE INA will use the proceeds to partially finance
ACE's pending acquisition of Combined Insurance Company of America
and its subsidiaries.  Fitch anticipates that the remainder of the
financing will be completed with a combination of $450 million of
new bank debt in addition to roughly $1.65 billion of internal
capital.

Fitch believes that, following the completion of ACE's total
financing plans, ACE's pro forma debt to capital ratio increase of
roughly three points, to 15%, is still well within an acceptable
level for ACE's current rating category.  Fitch notes that ACE
reported year-end 2007 earnings of $2.6 billion and stockholders'
equity of $16.7 billion, an equity increase of 17% since year-end
2006.  Fitch also notes that ACE, unlike many of its peers, has
not repurchased shares during the current soft market.

Fitch's ratings reflect its belief that ACE's capitalization will
be materially unchanged by the acquisition, the integration risk
derived from the acquisition will be reasonably well managed, and
that CICA provides strategic benefits for ACE.

The acquisition of CICA is expected to close during the second
quarter of 2008, pending necessary regulatory approvals.

Fitch has assigned these ratings:

ACE INA Holdings Inc.
  -- $300 million senior notes 'A'.

These ratings have a Stable Outlook:

ACE Limited
  -- Issuer Default Rating at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of Illinois
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings at 'AA-'.

These ratings have a Negative Outlook:

Century Indemnity Company
  -- IFS at 'B-'.

Century Reinsurance Company
  -- IFS at 'CCC+'.


CHEMTURA CORP: Completes Fluorochemicals Business Sale to Du Pont
-----------------------------------------------------------------
Chemtura Corporation has completed the sale of its Fluorochemicals
business and related production facility to E.I. du Pont de
Nemours and Company in an all-cash deal for an undisclosed amount.

"The sale is another step in our ongoing portfolio refinement
initiative," Robert L. Wood, chairman and chief executive officer,
said.  "We are actively divesting non-core businesses and assets
to enable us to better focus on our core businesses,"

Chemtura completed the divestiture of its organic peroxides
business in May, its EPDM business in June and its optical
monomers business in October 2007.

The approximately 25 employees who work for the Fluorochemicals
business have become employees of DuPont.  The Fluorochemicals
business had revenues for 2006 of approximately $56 million.
Included in the sale is the Fluorochemicals production unit at
Chemtura's El Dorado, Arkansas plant.  Chemtura will retain
ownership of its other El Dorado facilities.  The company will
record the sale in its first quarter, 2008 financial statements.  

                   About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a manufacturer and   
marketer of specialty chemicals, crop protection, and pool, spa
and home care products.  The company has approximately 6,400
employees around the world and sells its products in more than 100
countries.  The company has facilities in Singapore, Australia,
China, Hong Kong, India, Japan, South Korea, Taiwan, Thailand,
Brazil, Belgium, France, Germany, Mexico, and The United Kingdom.

                        *      *      *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service placed Chemtura Corporation's corporate
family rating of Ba2 under review for possible downgrade after
reports that its "board of directors has authorized management to
consider a wide range of strategic alternatives available to the
company to enhance shareholder value."  

Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, after reports that
management is considering strategic alternatives, including sale
or merger of the company.  


CHIQUITA BRANDS: Prices $175 Mil. Offering of 4.25% Senior Notes
----------------------------------------------------------------
Chiquita Brands International Inc. has priced its offering of
$175 million aggregate principal amount of 4.25% Convertible
Senior Notes due 2016, $25 million more than previously disclosed.

In addition, the company has granted the underwriters an
overallotment option to purchase up to an additional $25 million
principal amount of Notes.  Chiquita expects this offering to
close on Feb. 12, 2008, and intends to use the net proceeds from
the offering to repay a portion of the outstanding amounts under
the Term Loan C of its senior secured credit facility.

The notes will pay interest semiannually at a rate of 4.25% per
annum, beginning Aug. 15, 2008.  The Notes will be convertible,
under certain circumstances, at an initial conversion rate of
44.5524 shares of common stock per $1,000 in principal amount of
the Notes, equivalent to an initial conversion price of
approximately $22.45 per share of Chiquita common stock.  This
represents a premium of approximately 32.5% to the reported sale
price of Chiquita's common stock on Feb. 6, 2008 of $16.94.

The notes will be unsecured unsubordinated obligations of Chiquita
Brands International Inc. and will rank equally with any unsecured
unsubordinated indebtedness Chiquita may incur.  Beginning
Feb. 19, 2014, Chiquita may call the Notes for redemption if the
common stock trades above 130% of the conversion price, or
initially approximately $29.19 per share, for at least 20 of the
30 trading days preceding the redemption notice.  The notes will
be issued pursuant to an effective shelf registration statement,
which was filed with the Securities and Exchange Commission.

Goldman, Sachs & Co. and Morgan Stanley & Co. Inc. are the joint
book- running managers for the offering.  A prospectus relating to
the offering may be obtained from:

     Goldman, Sachs & Co.
     Prospectus Department
     85 Broad Street
     New York, NY 10004
     Fax (212) 902-9316
     Email prospectus- ny@ny.email.gs.com

               or

     Morgan Stanley & Co. Inc.
     Prospectus Department
     180 Varick Street
     New York, NY 10014
     Tel 1-866-718-1649
     Email prospectus@morganstanley.com

           About Chiquita Brands International Inc.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes     
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                          *     *     *

Chiquita Brands International Inc. continues to carry Moody's
Investors Service's 'B3' long term corporate family and 'Caa2'
senior unsecured debt ratings which were assigned on Nov. 6, 2006.  


CHRYSLER LLC: Has Plans to Cut Product Lines and Dealerships
------------------------------------------------------------
Chrysler LLC intends to downsize certain aspects of its operations
in order to match the market's demand for its products, Neal E.
Boudette of the Wall Street Journal reports.

For the auto-maker, this includes slashing the number of its
product models and decreasing the number of dealers, WSJ cites
company representatives in meetings with Chrysler's dealers.

The Journal's Neal E. Boudette and Terry Kosdrosky relate that
over the next three years or so, Chrysler plans to drop as many as
half of the roughly 30 models it now produces, a move likely to
cut sales at least for a while.  Along the way, it expects a
substantial consolidation in its network of 3,600 dealers, the
Journal writers relate.

According to people familiar with the issue, the adjustment is
part of a strategy to trim the company to achieve healthy profits,
which was a far cry from several years ago where it was aiming to
double its sales volume, WSJ relates.  Company executives
acknowledged the fact that Chrysler "can't expect to increase its
sales volume substantially," says WSJ.

The company and its shareholders are considering solutions in
order to contract the number of dealers, WSJ reports, citing a
Chrysler spokesman.

The company is currently rushing on finding a new supplier for
its components.  As reported in the Troubled Company Reporter on
Feb. 8, 2008, Chrysler LLC CEO Robert Nardelli disclosed that the
auto-maker is still in pursuit of its tooling equipment holed up
at Plastech Engineered Products Inc.'s plants, and continues to
seek component supplies from other vendors.

                       About Chrysler LLC

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

                          *     *     *

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


CINCINNATI BELL: Board Authorizes $150 Million Stock Repurchase
---------------------------------------------------------------
Cincinnati Bell Inc.'s board of directors has authorized the
repurchase of its common shares in an amount up to $150 million
over a two-year period.

"Cincinnati Bell's financial condition has improved considerably
over the past few years,"  Brian Ross, Cincinnati Bell's chief
financial officer, said.  "We have repaid debt, funded data center
and wireless network expansions and are growing earnings."  

"We remain committed to further debt reduction and investment in
our growth businesses," Mr. Ross added.  "At the same time, our
strong and stable cash flows enable us to repurchase our common
stock, which we believe is an excellent value."

"Our board of directors' action clearly demonstrates the strength
of our financial condition, the return on recent investments, and
the commitment to continue to deliver value to our shareholders,"
Mr. Ross continued.

Cincinnati Bell expects to fund the share repurchase program with
available free cash flow and execute its purchases either through
the open market or private transactions.  The timing, volume, and
nature of share repurchases will be at the discretion of
management, depending on market conditions, applicable securities
laws, and other factors, and may be suspended or discontinued at
any time.

                       About Cincinnati Bell

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:CBB)
-- http://www.cincinnatibell.com/-- provides integrated  
communications solutions, including local, long distance, data,
internet and wireless services, that help keep residential and
business customers connected with each other and with the world.   
In addition, businesses ranging in size from start-up companies to
large enterprises turn to Cincinnati Bell for office
communications systems, as well as information technology
solutions, including data center and managed services.  Cincinnati
Bell conducts its operations through three business segments:
wireline, wireless and technology solutions.  In March 2007, the
company purchased a local telecommunication business, which offers
voice, data and cable television services, in Lebanon, Ohio.


CINCINNATI BELL: Moody's Keeps Rating on Plan to Buy Back Stock
---------------------------------------------------------------
Moody's Investors Service has affirmed Cincinnati Bell's Ba3
corporate family rating, the individual debt ratings and the SGL-1
rating, upon the Company's announcement that it will buy back up
to $150 million in stock over the next 24 months.  The outlook
remains stable.

CBB expects to fund the buyback with available free cash flow,
although the Company may utilize the revolving credit facility to
bridge the free cash flow timing.  Moody's expects the periodic
increases in borrowings to last through 2009, until the Company
replenishes free cash flow to repay the revolver outstandings.  
The Company's overall credit profile is expected to remain stable,
driven by improvements in its wireless and technology operations.

The Company's Ba3 CFR reflects the company's relatively high
leverage and its modest free cash flow in relation to total debt.   
The rating is supported by expected improvements in the wireless
and technology segments.  While CBB's high leverage is attributed
to the company's prior acquisitions which performed below
expectations, the company's capital expenditures in its wireless
and technology segments will strain significant free cash flow
generation over the rating horizon.  In addition, Moody's
anticipates the downward pressure on the company's free cash flow
to persist due to continuing access line losses in CBB's incumbent
wireline territories.

Moody's Vice President and Senior Analyst, Gerald Granovsky, says
that the stable outlook is based on expectations that CBB will
maintain stable EBITDA over the rating horizon, as the rating
agency expects the Company to offset the impact of access line
losses in the company's incumbent wireline territories by
operating improvements in the wireless and technology segments,
increasing CLEC, data and broadband revenue, and managing the
company's cost structure effectively.  Moody's does not anticipate
material debt reduction, given the expectations of modest free
cash flow generation over the rating horizon.

Cincinnati Bell Inc., with headquarters in Cincinnati, Ohio,
provides telecommunications products and services to residential
and business customers in Ohio, Kentucky and Indiana.


CINCINNATI BELL: S&P Changes Outlook to Stable; Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Cincinnati, Ohio-based Cincinnati Bell Inc. to stable from
negative.  At the same time, S&P affirmed the 'B+' corporate
credit rating and all other ratings.  Debt outstanding as of
Dec. 31, 2007, totaled about $2 billion.
     
The outlook revision reflects better performance by the company's
wireless unit, Cincinnati Bell Wireless, which along with growing
contributions from CBI's technology solutions business, are
expected to temper continued pressure on core wireline operations.     
Additionally, a recently announced workforce reduction plan is
expected to partially mitigate losses associated with access line
erosion and wireline price competition over the next few years.      
Although the company's decision to repurchase $150 million of
stock during the next two years will slow financial profile
improvement, S&P expects financial metrics to remain supportive of
a 'B+' corporate credit rating.
     
CBI's wireless business remains subject to strong competition from
both national wireless providers and regional competitors such as
Leap Wireless International Inc.  However, the completion of its
network upgrade to GSM technology in late 2006, and a better
alignment of wireless plans led to solid revenue and EBITDA growth
in 2007.  Full year wireless revenues and adjusted EBITDA grew 12%
and 39%, respectively, year-over-year, driven by 9% growth in
postpaid subscribers, 15% increase in prepaid average revenue per
subscriber and a strengthening EBITDA margin.
      
"Despite the competitive environment, we expect CBI's wireless
business to perform well enough to offset wireline segment losses
over the next one to two years because of continued mid- to high-
single digit subscriber growth, and stronger ARPU as investments
in 3G network upgrades enable CBW to offer subscribers higher
margin data services," said Standard & Poor's credit analyst Susan
Madison.
     
CBI's business profile also benefits from its investments in the
outsourced IT infrastructure business in its which technology
solutions business competes.  For the full year 2007, technology
solutions revenues and EBITDA totaled $258 and $27 million,
respectively.  While small compared to the consolidated company,
contributions from this business help to offset the impact of
declining revenues and EBITDA in CBI's wireline business.   
Moreover, S&P does not expect oversight of technology solutions to
consume a disproportionate amount of management's time and
attention.  Capital needs, while high can be managed effectively
by monitoring contract backlog and capacity use.
     
CBI's core wireline operations remain a credit concern.  Access
line losses for its incumbent local exchange carrier Cincinnati
Bell Telephone Co. (CBT; B+/stable/--) were high for the full year
2007 at 7.7%.  To date, CBI has been successful in mitigating the
negative impact of line losses on wireline revenue and EBITDA
through growth in DSL services, and to a lesser extent through its
competitive local exchange carrier operations.  However, it
will be more difficult to achieve growth going forward with DSL
penetration reaching 42% at year end 2007.  In response to this
difficult business environment, CBI has focused on reducing costs,
and recently announced a headcount reduction plan.  This should
help the company maintain wireline margins in the intermediate-
term despite aggressive competition.
     
If wireline operations stabilize because of moderating access line
losses and continued cost reductions, wireless growth exceeds
S&P's expectations, and CBI is able to reduce debt to EBITDA to
the low 4x area, the outlook could be revised to positive.   
Conversely, the outlook could be revised to negative if
accelerating line losses over the next one to two years, coupled
with weak wireless performance caused debt to EBITDA to approach
the mid-5x area.  Negative financial performance would be
accelerated if the company did not curtail its share repurchase
program in the face of declining operating performance.


CINCINNATI BELL: Fitch Holds 'B+' IDR, Revises Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Cincinnati Bell Inc.'s Issuer Default
Rating rating at 'B+', and has revised its Rating Outlook to
Stable from Positive.  In addition, Fitch has affirmed other
ratings as listed at the end of this release.

Fitch's revision of its Rating Outlook to Stable from Positive
reflects the Feb. 7, 2008 announcement of CBB's two-year,
$150 million stock repurchase program.  Fitch believes the
Positive Outlook is no longer warranted, as previously expected
delevering may now take longer to materialize than previously
expected.  The Stable Outlook is supported by the relative
stability in its integrated wireline and wireless business model
and operational improvements related to its wireless business.

The affirmation of CBB's 'B+' IDR reflects expectations for stable
performance and the lower level of business risk associated with
the company's business model which integrates the local exchange
and wireless businesses.  Historical free cash flow levels have
been strong as measured by free cash flow margin.  Fitch notes
that recent demand-driven data center expenditures and 3rd
generation wireless spending have reduced free cash flow levels,
but free cash flow is expected to improve significantly in 2008.  
In addition, CBB has moderately higher leverage relative than its
peer group.

CBB's strategy focuses on defending and growing its local
exchange, wireless and data center businesses.  In 2007, some
delevering occurred, in line with CBB's strategy to reduce debt.  
In 2007, debt declined $63.5 million from year-end 2006.  Revenue
in 2007 grew 6.2% over the prior year to $1.349 billion, owing to
12.4% growth in the wireless segment and 19.3% growth in the
technology solutions segment.  In 2007, wireline revenues,
including data, constituted 60% of revenues, wireless generated
21% of revenue, and the technology solutions business also
produced 19% of revenue.  Competitive pressure in the wireline
business caused a 5.9% decline in total access lines year-over-
year.  To protect the 17% of revenue derived from consumer
wireline voice services, CBB has been aggressively bundling
wireless and high-speed data services with its wireline voice
services into a package CBB refers to as a 'super bundle.'  As of
the end of 2007, approximately 38% of the consumer households in
its incumbent local exchange carrier operating territory
subscribed to a super bundle, up from 32% at year-end 2006.

CBB's 'BB-' senior unsecured rating reflects the subordination to
the company's senior secured debt and the Cincinnati Bell
Telephone Co. notes.  At the end of 2007, the capital structure
reflected approximately $546 million in CBT notes, secured CBB
notes and credit facility debt that was senior to CBB's senior
unsecured debt.  The notching of the senior secured debt above the
senior unsecured debt is indicative of the anticipated recovery by
the senior secured debt holders and their first-priority claim on
the economic interests of CBT and CBW.

CBB reported total debt outstanding of $2.010 billion at the end
of 2007, a decrease of $63.5 million from year-end 2006.  As of
the end of 2007, $167.9 million of its $250 million secured
revolving credit facility was available.  CBB has no major
maturities until the revolver matures in 2010, and the significant
quarterly installments on the term loan do not start until the
fourth quarter of 2011.  In 2007, CBB reduced the tranche B term
loan by $184 million.  Of this amount, $75 million came from
borrowings from an $80 million accounts receivable securitization
program and the remainder from available cash.  The receivables
facility, which lowered its overall cost of financing, expires in
March 2012.  Investors should note that CBB's 7-1/4% notes due in
2013 will be callable beginning in July 2008.  The notes contain a
restricted payments test, which will limit the common stock
repurchase program.

CBB's guidance calls for the company to generate approximately
$150 million in free cash flow in 2008, a significant increase
over the $59 million in 2007.

Fitch affirmed these ratings:

Cincinnati Bell, Inc.
  -- IDR 'B+';
  -- Senior secured credit facility 'BB+/RR1';
  -- $50 million senior secured notes 'BB+/RR1';
  -- $721 million senior notes 'BB-/RR3';
  -- $637 million senior subordinated notes 'B/RR5';
  -- $129 million convertible preferred stock 'B-/RR6'.

Cincinnati Bell Telephone;
  -- IDR 'B+';
  -- $230 million senior unsecured notes 'BB+/RR1'.


CITY CAPITAL: Fails to Include Promissory Note in Sept. Report
--------------------------------------------------------------
City Capital Corp. disclosed to the Securities and Exchange
Commission, that on Jan. 29, 2008, the officers of the company
concluded that the previously issued financial statements for the
quarter ended Sept. 30, 2007, should no longer be relied upon
because of the company's failure to report a promissory note in
the principal amount of $70,000.

According to the company, the promissory note is payable to Lucian
Development LLC, a New York limited liability company which owns
approximately 40.0% of the company's outstanding common stock.  
The note matures on Sept. 13, 2009, with the principal to be paid
at maturity in one lump sum.  The note accrues interest at
the rate of 16.0%.  Interest is to be paid in an annual amount of
$11,200 payable in quarterly dispersements of $2,800 beginning
Dec. 31, 2007.  The Dec. 31, 2007, payment was not made resulting
in a 2.0% penalty on the interest payment.  Lucien Development has
not given the company Notice of Default or accelerated the
maturity date.

The Troubled Company Reporter reported on the company's 2007 third
quarter results of operations on Nov. 27, 2007.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007, De
Joya, Griffith & Company LLC, in Henderson, Nevada, expressed
substantial doubt about City Capital Corporation's ability to
continue as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses from operations and
negative cash flows.

                       About City Capital

Headquartered in Franklin, Tennessee, City Capital Corp.
(OTC BB: CTCC) -- http://www.citycapitalcorp.net/-- acquires and  
renovates distressed properties in multiple industry segments,
reselling them at a profit.


CONEXANT SYSTEMS: Receives Nasdaq Stock Market's Notice Letter
--------------------------------------------------------------
Conexant Systems Inc. reported that it received a letter from the
Nasdaq Stock Market dated Jan. 30, 2008, notifying the company
that for the last 30 consecutive business days, the bid price of
the companys common stock closed below the minimum $1.00 per
share requirement for continued inclusion under Marketplace Rule
4450(a)(5).  

In accordance with Marketplace Rule 4450(e)(2), the company will
be provided 180 calendar days, or until July 28, 2008, to regain
compliance.  

In order to regain compliance, the bid price of the companys
common stock must meet or exceed $1.00 per share for at least 10
consecutive business days before expiration of the 180-day period.
          
The notification has no effect on the listing of Conexants stock
at this time, and the company intends to take the actions required
to regain compliance.

                          About Conexant

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDAQ:CNXT) -- http://www.conexant.com/-- develops, designs and  
sells semiconductor system solutions, comprised of semiconductor
devices, software and reference designs in broadband
communications applications for transmission, processing and
distribution of audio, video, voice and data throughout homes and
business enterprises.  The access solutions connect people,
through personal communications access products, such as personal
computers and television set-top boxes to audio, video, voice and
data services over wireless and wire line broadband connections,
as well as dial-up Internet connections.  The media processing
products enable the capture, display, storage, playback and
transfer of audio and video content in applications throughout
home and small office environments.


CONEXANT SYSTEMS: S&P Ratings Unmoved by Possible Nasdaq Delisting
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Newport Beach, California-based Conexant Systems Inc. (B-
/Stable/--) are not affected by Conexant's notification that its
stock will be delisted from NASDAQ Stock Market Inc. if its per-
share value should fail to exceed $1.00 for a period of 10
consecutive days prior to July 28, 2008.  Standard & Poor's has
left the current ratings unaffected because the company's plan to
execute a reverse stock split shortly after its annual
shareholders meeting, to be held on Feb 20, 2008, should result in
a stock price above the $1.00 threshold.

Additionally, there could be trading options other than a NASDAQ
listing that meet the trading requirement.  If Conexant's common
stock were to cease trading, the holders of its $250 million in
4.00% convertible notes would have the right to force the
redemption of the notes.  Given Conexant's current liquidity, such
a request would ultimately trigger a payment default of both the
convertible notes and the company's $275 million in floating rate
senior secured notes.  A combination of various cure periods could
allow up to a year before a potential acceleration.


CONGOLEUM CORP: Bondholders and Asbestos Party OK Chapter 11 Plan
-----------------------------------------------------------------
The Official Committee of Bondholders and the Committee of
Asbestos Claimants in Congoleum Corp.'s Chapter 11 cases have
agreed to support the Debtors' amended plan of reorganization,
Bankruptcy Law 360 reports.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Congoleum's amended Chapter 11 reorganization plan was filed by
the future claimants' representative in its Chapter 11
proceedings.  If the plan is approved by the court and accepted by
the requisite creditor constituencies, it will permit Congoleum to
exit Chapter 11 free of liability for existing or future asbestos
claims.

Under the terms of the amended plan, a trust will be created that
assumes the liability for Congoleum's current and future asbestos
claims.  That trust will receive the proceeds of various
settlements Congoleum has reached with a number of insurance
carriers, and will be assigned Congoleum's rights under its
remaining policies covering asbestos product liability.  The trust
will also receive 50.1% of the newly issued common stock in
reorganized Congoleum when the plan takes effect.

Holders of Congoleum's $100 million in 8.625% senior notes due in
August 2008 will receive on a pro rata basis $80 million in new
9.75% senior secured notes that mature five years from issuance.
The new senior secured notes will be subordinated to the working
capital facility that provides Congoleum's financing upon exiting
reorganization.  In addition, holders of the $100 million in
8.625% senior notes due in August 2008 will receive 49.9% of the
common stock in reorganized Congoleum.  Congoleum's obligations
for the $100 million in 8.625% senior notes due in August 2008,
including accrued interest -- which amounted to $44.6 million at
Dec. 31, 2007 -- will be satisfied by the new senior secured notes
and the common stock issued when the plan takes effect.

Under the terms of the amended plan, existing Class A and Class B
common shares of Congoleum will be cancelled when the plan takes
effect and holders of those shares, including the current
controlling shareholder American Biltrite will not receive
anything on account of their cancelled shares.  Congoleum expects
existing management will continue post-reorganization.

A hearing to consider the adequacy of the disclosure statement
describing the plan is scheduled for Feb. 14, 2008.

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CONGOLEUM CORP: Gets Delisting Notice From American Stock Exchange
------------------------------------------------------------------
Congoleum Corporation has received notice from the American Stock
Exchange LLC that it no longer complies with the Amex's continued
listing standards and that the Amex is initiating immediate
delisting proceedings.  The notice from the Amex stated that the
determination was based on three reasons.

First, the Amex will normally consider suspending dealings in, or
removing from the list, securities of an issuer when advice has
been received or deemed by the Amex to be authoritative, that the
security is without value, as set forth in Section 1003(c)(iii) of
the Amex company guide.  As previously reported, an amended plan
of reorganization has been filed in Congoleum's Chapter 11
proceedings which provides that existing Class A and Class B
common shares of Congoleum will be cancelled when the plan takes
effect and holders of those shares will not receive anything on
account of their cancelled shares.  That plan, as amended, is
proposed by the future claimant's representative, the official
bondholders' committee, the official asbestos claimants' committee
and Congoleum.

Second, the Amex noted that Congoleum's stock has been selling for
a substantial period of time at a low price per share as set forth
in Section 1003(f)(v) of the Amex company guide.  At the close of
business on Feb. 7, 2008, Congoleum's class A common shares were
trading at a price of $.05 per share.

Third, the Amex noted that the aggregate market value of
Congoleum's stock has become so reduced as to make further
dealings with the exchange inadvisable, as set forth in Section
1002(b) of the Amex company guide.  The market capitalization of
Congoleum's publicly traded common shares at the close of business
on Feb. 7, 2008 was $185,000.

The Amex will file a delisting application with the Securities and
Exchange Commission to remove Congoleum's common stock from
listing and registration on Amex, when and if authorized by the
SEC.  Trading on the Amex is expected to be suspended Feb. 19,
2008.  The delisting of Congoleum's common stock will be effective
10 days after Amex files a Form 25 with the SEC.  The company does
not intend to appeal, or request a review of, the Panel's
decision, and thus its common stock is expected to be delisted
from Amex.

Congoleum believes that its common stock will be eligible for
quotation on the NASD over-the-counter bulletin board after its
delisting from the Amex and that one or more market makers will
make a market for Congoleum shares.

There can be no assurance that a market in Congoleum's shares  
will develop or, if such a market develops, whether it will
continue.

On Dec. 31, 2003, Congoleum Corporation filed a voluntary petition
with the United States bankruptcy court for the district of New
Jersey seeking relief under Chapter 11 of the United States
bankruptcy code as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.

                         About Congoleum

Headquartered in Mercerville, New Jersey, Congoleum Corporation
(AMEX: CGM) -- http://www.congoleum.com-- produces both sheet and  
tile floor covering products with a variety of product features,
designs and colors.  The company also purchases sundries and
accessory products for resale.  Its products serve both the
residential and commercial hard-surface flooring markets, and are
used in remodeling, manufactured housing, new construction and
commercial applications.  These products, together with a limited
quantity of related products purchased for resale, are sold
primarily to wholesale distributors and major retailers in the
United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Congoleum Corporation's consolidated balance sheet at Sept. 30,
2007, showed $185.9 million in total assets and $230.8 million in
total liabilities, resulting in a $44.9 million stockholders'
deficit.

CORNERSTONE MINISTRIES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Cornerstone Ministries Investments, Inc.
        fka P.I.F./Cornerstone Ministries Investments, Inc.
        2450 Atlanta Highway, Suite 904
        Cumming, GA 30040

Bankruptcy Case No.: 08-20355

Type of Business: The Debtor offers financial assistance in the
                  form of bridge, construction, development, and
                  interim loans to four non-profit groups:
                  churches, daycare and faith-based schools,
                  family housing developments, and senior housing
                  facilities.  Founded in 1985 as Presbyterian
                  Investors Fund, it began providing loans to for-
                  profit agencies in late 2004 as long as the
                  projects meet certain criteria (primarily
                  affordable housing and senior living
                  facilities).  See http://www.cmiatlanta.com/

Chapter 11 Petition Date: February 10, 2008

Court: Northern District of Georgia (Gainesville)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880

Total Assets: $159,118,892

Total Debts:  $153,847,984

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Trinity Trust Co.              indenture trustee     $141,582,200
Attention:                     for Series D, E, F,
Marvin D. Hoeflinger,          & G Bonds
President
595 Double Eagle Court,
Suite 2100
Reno, NV 89521-8991
Tel: (775) 852-9003

C.E.D.E., Inc.                 clearinghouse F.B.O.  $4,228,661
55 Water Street                numerous bondholders
New York, NY 10041
Tel: (212) 855-1000,
     (212) 785-9681
     (toll free)
Fax: (212) 855-8440

Donald R. Labate               bondholder            $1,486,946
Attention:
Donald R. Labate, Jr., Camille
Kotani
445 Overview Drive, Northwest
Atlanta, GA 30327-4254
Tel: (770) 956-8229

Huntleigh Securities Corp.     clearinghouse F.B.O.  $1,334,359
Attention: David Pickerill     numerous bondholders
7800 Forsyth Avenue, 5th Floor
St. Louis, MO 63105
Tel: (314) 236-2401
Fax: (314) 236-2401

Gary M. Scott Revocable Trust  bondholder            $1,118,045
1191 Northwest, 1100 Road
Urich, MO 64788
Tel: (660) 638-4727

Mason Memorial Church          bondholder            $1,013,521
Attention: Bishop Williams
744 Goff Street
Norfolk, VA 23504

E.R. Jones Management, Inc.    bondholder            $913,387
1382 Garth Road
Charlottesville, VA 22901
Tel: (434) 984-1122

L. Thomas Pridemore            bondholder            $673,604
Attention: Leigh B. Pridemore
3935 Poplar Springs Road
Gainesville, GA 30507
Tel: (770) 535-0330

Donald A. Sievenpiper          bondholder            $688,465
Attention: Joan E. Sievenpiper
J.T.W.R.O.S.
5231 Laurel Circle
Tel: (678) 450-4502

Linden Presbyterian Church     bondholder            $597,991
P.O. Box 480129
Linden, AL 36748
Tel: (334) 295-5736

Thomas R. Degregorio           bondholder            $595,405
5132 Manitou Way
Stone Mountain, GA 30087
Tel: (770) 819-2685

Kathy Woody-553-11042-1-3      bondholder            $543,247
6632 Windvane Point
Clermount, GA 30527
Tel: (770) 983-3022

Robert F. Jackson Trust        bondholder            $513,635
333 Woodstone Drive
Marietta, GA 30068
Tel: (770) 565-9496
Fax: (229) 559-5142

Ray Hill III                   bondholder            $512,236
6335 Shannon Parkway
Union City, GA 30291
Tel: (828) 284-0978

Thomas W. King                 bondholder            $472,422
21890 West 176th Terrace
Olathe, KS 66062
Tel: (828) 284-0978

John C. Ackerman               bondholder            $463,737
1760 Ocean Grove Drive
Atlantic Beach, FL 32233
Tel: (904) 246-9764

Charles E. McLeod Living Trust bondholder            $447,387
4664 Haddlesay Drive
Evans, GA 30809
Tel: (706) 863-2977

Robert F. Silva-#8165-7517     bondholder            $405,408
2808 Falcon Ridge
Clermont, FL 34711
Tel: (352) 242-9803

David & Judith Page Trustees   bondholder            $401,101
Page Living Trust
1326 North Peninsula Avenue
New Smyrna Beach, FL 32169
Tel: (386) 423-2220

David S. Page                  bondholder            $400,045
1326 North Peninsula Avenue
New Smyrna Beach, FL 32169
Tel: (386) 423-2220


CORRECTIONS CORP: Earns $133.4 Mil. for Fiscal 2007 Ended Dec. 31
-----------------------------------------------------------------
Corrections Corporation of America reported a net income of $34.9
million for the fourth quarter ended Dec. 31,2007 compared to
$32.2 million for the same quarter of the previous year.  For the
full year ended Dec. 31, 2007 net income is $133.4 million
compared to $105.2 for fiscal 2006.

The company's generated revenues of $386.4 million for the three
months ended Dec. 31, 2007 compared to $347.8 million for the
fourth quarter of 2006, an increase of 11.1%.  

The increase in revenue from the prior year period was primarily
the result of higher inmate populations from the state of
California at the Company's Florence and Tallahatchie facilities,
the state of Arizona at its Diamondback facility and from ICE at
its Stewart facility.

Financial results for the fourth quarter were positively impacted
by an increase in compensated man-days from both federal and state
customers.  Management revenue from federal customers increased
7.5% to $150.8 million during the fourth quarter of 2007 from
$140.3 million during the fourth quarter of 2006.

Adjusted free cash flow decreased to $47.1 million during the
fourth quarter of 2007 from $49.1 million generated during the
same period in 2006 as a result of a $13.0 million increase in
income tax payments over the fourth quarter of 2006.  As
previously disclosed, during 2006 the company generated sufficient
taxable income to utilize its remaining federal net operating loss
carryforwards.

Financial results were negatively impacted by a $1.6 million non-
cash charge, or $0.01 per diluted share, for the impairment of
goodwill related to the management of two of the company's
managed-only facilities.  This impairment charge resulted from
poor operating performance combined with an unfavorable, yet
positive, forecast of future cash flows under the current
management contracts at these facilities.

"We are pleased with our 2007 fourth quarter and full year
financial results as our earnings continued to benefit from
increased demand for bed capacity and the utilization of new bed
capacity we added to our system since 2006," John Ferguson, the
Company's president and chief executive officer, commented.  "Last
year we expressed our desire to begin the development of 4,000-
6,000 new prison beds during the course of 2007."

"I am pleased that during 2007 we brought over 4,600 beds online
and began the development of nearly 9,000 additional beds that
will be added to our portfolio during 2008 and into early 2009,"
Mr. Ferguson continued.  "Based on projected demand for prison
beds by many of our existing state and federal customers we
continue to pursue additional expansion and development
opportunities."

The company's financial results for 2007 reflected strong demand
for prison beds, as occupancy for the full year increased to 98.3%
from 95.0% in 2006, despite an increase of more than 3,000 average
available beds resulting from the completion of construction of
over 6,200 beds during 2007 and 2006.

Total operating expenses per compensated man-day increased 3.4% to
$39.26 during the fourth quarter of 2007 compared with $37.98
during the same period in 2006. Operating expenses per compensated
man-day during the fourth quarter of 2007 reflects facility ramp-
up costs, several expense anomalies, as well as general
inflationary increases.

As of Dec. 31, 2007, the company's consolidated balance sheet
showed a total assets of $2.5 billion, total liabilities of
$1.3 billion resulting to a total stockholder's equity of
$1.2 billion.

                  About Corrections Corporation

Headquartered in Nashville, Tennessee, Corrections Corporation of
America (NYSE:CXW) -- http://www.correctionscorp.com-- owns and  
operates privatized correctional and detention facilities, and a
prison operator in the United States.  As of Feb. 27, 2007, the
company operated 64 correctional, detention and juvenile
facilities, including 40 facilities that it owns, with a total
design capacity of approximately 72,000 beds in 19 states and the
District of Columbia.  It also owns three additional correctional
facilities that it leases to third-party operators.  In addition
to providing the fundamental residential services relating to
inmates, its facilities offer a variety of rehabilitation and
educational programs, including basic education, religious
services, life skills and employment training, and substance abuse
treatment.  It also provides healthcare, food services, and work
and recreational programs.  The company also provides prisoner
transportation services for governmental agencies through its
wholly owned subsidiary, TransCor America, LLC.

                          *     *     *

On February, 2007, Moody's Investor's Service assigned a 'Ba2'
rating for Corrections Corporation of America's senior unsecured
debt and 'B1' rating to its preferred stock under a stable
outlook.  This rating action still holds up to date.


COUNTRYWIDE FINANCIAL: Venture w/ KB Home Sued by Calif. Couples
----------------------------------------------------------------
A joint venture of KB Home and Countrywide Financial Corp. draws
ire from a pair of California couples for allegedly misleading
them to pay for overpriced home appraisals, Gina Keating and Carol
Bishopric of Reuters reports.

Countrywide KB Home Loan, according to the lawsuit, appraised the
couples' homes to more than their original values, by 10 to 15
percent, relates Reuters.

David and Dolores Contreras, and Deborah and Lonnie Bolden filed
the lawsuit in Los Angeles Superior Court, and, according to the
Associated Press, sought class action status in order for couples
with similar complaints to join in the lawsuit.

Reuters says that the couples found out about the scheme when they
fielded information from the county assessor.  They then
discovered that their home values were higher than those identical
homes owned by buyers who obtained independent mortgage financing.

Reuters notes that the claims in the lawsuit reflect similarity to
that filed by a former employee of Countrywide KB.  As reported in
the Troubled Company Reporter on Feb. 4, 2008, the joint venture
faced a legal complaint filed by Mark Zachary, former regional
vice president of Countrywide KB Home Loans division in Houston.  

In the complaint, Mr. Zachary said he was removed from his post
after he informed superiors about fraudulent lending practices.  
He also related to the Court that Countrywide KB approved loan
applications from unqualified borrowers so KB can continue
construction of homes.

Mr. Zachary criticized Countrywide's decision to follow KB Home's
wishes to hire only one appraiser for KB Home who was "strongly
encouraged" to bloat the value of houses, court filings indicated.  
According to Mr. Zachary, at times loan officers extended help in
processing applications with erroneous income amounts.

                          About KB Home

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said its corporate credit and
debt ratings and negative outlook on KB Home (BB+/Negative/--) are
not currently affected by the company's recently reported noncash
charges and fourth-quarter 2007 net loss.  KB Home reported a
sizable $772.6 million loss in its fourth quarter ended Nov. 30,
2007.

                   About Countrywide Financial

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


CYRUS REINSURANCE: Moody's Withdraws 'Ba1' Term Loan Rating
-----------------------------------------------------------
Moody's has withdrawn the Ba1 term loan rating and A2 insurance
financial strength rating on Cyrus Reinsurance Limited.  The Baa1
rating on the senior notes of Cyrus Reinsurance Holdings SPC was
previously withdrawn.  The notes and loans were repaid following
24 months of relatively benign weather and moderate property
reinsurance losses.  The debt holders did not suffer any loss of
interest or principal.

Cyrus Reinsurance Limited is a limited-life, Class 3 Bermuda
reinsurance company that is commonly referred to as a "sidecar".   
In January 2006, it entered into a collateralized quota share
reinsurance treaty with XL Re Ltd. and XL Re Europe, both
subsidiaries of XL Capital Ltd., to reinsure certain lines of
property catastrophe reinsurance and retrocession business.  Cyrus
Re's parent company, Cyrus Reinsurance Holdings SPC, is majority-
owned by investment funds affiliated with Highfields Capital
Management LP.


DANA CORP: Wants Court to Expunge 307 Scheduled Claims
------------------------------------------------------
Dana Corporation and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to disallow and expunge 307
claims totaling $10,549,663, listed in their Schedules of Assets
and Liabilities because those claims either have been (a)
satisfied by the Debtors in full during the pendency of their
Chapter 11 cases, or (ii) reduced to zero as a result of
reconciliation of the Debtors' books and records after the filing
of the Schedules.

The 10 largest Satisfied Claims are:

                                Scheduled
   Claimant                     Claim No.         Claim Amount       
   --------                     ---------         ------------
   Acemco Automotive            54-F-1-19766         $795,312
   B&C Machine Company          54-F-1-20099          453,315  
   Mueller Impact               95-F-1-18463          364,619
   Watson & Chalin              54-F-1-23671          288,513
   HL Yoh Company               54-F-1-21338          228,042
   Omaha Steel Castings         54-F-1-22480          233,162
   Unity                        54-F-1-24139          215,410
   Avatar Components            54-F-1-20078          203,529
   UPS Customhouse Brokerage    73-F-1-16075          166,138
   Holland Group                54-F-1-21453          160,751

A list of the Satisfied Claims is available for free at:

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

The Debtors also ask the Court to disallow and expunge 36
Scheduled Claims totaling $264,589.  Those Claims, according to
Corinne Ball, Esq., at Jones Day, in New York, relate to
executory contracts that the Debtors propose to assume under
their Third Amended Joint Plan of Reorganization.  Pursuant to
the proposed assumption, the Contract Claims will be resolved and
satisfied.

The 10 largest Contract Claims are:

                                Scheduled
   Claimant                     Claim No.         Claim Amount       
   --------                     ---------         ------------
   Convisint                    64-F-1-15592          $45,640
   Najico Spicer Co Ltd         54-F-5-100             38,996
   Fredericktown School         54-F-1-21144
33,791             
   Automatic Data Processing    54-F-1-20069           16,675  
   Kace Logistics               73-F-1-15884           13,067
   Knox County Career Center    54-F-1-21835           10,887
   Argo Partners                54-F-1-23575           10,152
   Shumaker Loop & Kendrick     54-F-1-23085            9,500
   System Scale Corp            54-F-1-23301            8,741
   Sourcenet Solutions Inc      54-F-1-23149            8,296

A list of the Contract Claims is available for free at:

       http://bankrupt.com/misc/Dana_ContractClaims.pdf
                                                                       
Furthermore, the Debtors ask the Court to reduce the amount
asserted by seven claims.  Ms. Ball says that the Claims have
already been paid or otherwise satisfied, or has been deemed
satisfied and reduced in the Debtors' books and records.

The Overstated Claims are:

                          Scheduled      Original    Adjusted
   Claimant               Claim No.      Claim Amt.  Claim Amt.     
   --------               ---------      ----------  ----------
   Merrill Lynch          54-F-1-20976     $173,418    $617,255   
   Moores Machine         54-F-1-22254      346,393     292,657
   Atchinson Casting      54-F-1-20043      188,904     111,788   
   Credit Suisse          54-F-1-20371      234,999      77,542
   Madison Investment     54-F-1-23041      318,821      67,480   
   Ford Components        54-F-1-21122      113,641      27,117
   Pricewaterhousecoopers 54-F-1-22720      154,000       5,000

As reported in the Troubled Company Reporter on Feb. 6, 2008, Dana
and its debtor-affiliates' Third Amended Joint Plan of
Reorganization became effective as of Jan. 31, 2008, and the
Company emerged from Chapter 11 bankruptcy protection.

                         About Dana

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--   
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Aug. 31, 2007, the Debtors listed US$6,878,000,000 in total assets
and US$7,551,000,000 in total debts resulting in a total
shareholders' deficit of US$673,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.  (Dana Corporation
Bankruptcy News, Issue No. 70; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


DB ISLAMORADA: Court Approves $40,144 DIP Fund to Pay Insurance
---------------------------------------------------------------
DB Islamorada LLC obtained permission from the U.S. Bankruptcy
Court for the Southern District of Florida to secure $40,144
debtor-in-possession financing from Arthur Cohen.

The DIP fund will be used by the Debtor to pay property and
liability insurance premiums to maintain its insurance coverage
through Feb. 29, 2008.

The terms of Cohen DIP Fund are:

   a. the loan will be allowed as a super-priority administrative
      expense;

   b. the loan will accrue interest at an annual rate of 8%; and

   c. the loan will be repaid upon the earlier of (a) the day an
      order is entered approving DIP Financing, and (b) 60 days
      from the date the Court approves the loan.

                      The Eastis DIP Fund

In addition, the Debtor told the Court that on Jan. 14, 2008, an
order was issued with respect to a similar arrangement with
another existing creditor, David W. Eastis.  The Debtor requested
and obtained the Court's approval for Cohen Loan to share pari
passu with Eastis Loan on a super-priority basis.

                      About DB Islamorada

Miami, Florida-based DB Islamorada LLC develops a condomunium
hotel in Islamorada, Florida.  It filed for chapter 11 bankruptcy
on Nov. 29, 2007 (Bankr. S.D. Fla. Case No. 07-20537).  Its
schedules show total assets of $28,236,009 and total debts of
$27,546,060.


DB ISLAMORADA: Downrite Wants Case Converted to Chapter 7
---------------------------------------------------------
Downrite Engineering Corp., a creditor of DB Islamorada LLC, asks
the Court to convert the Debtor's chapter 11 case to a case under
chapter 7 liquidation.

Downrite relates that the condominium -- located at Overseas
Highway, Upper Matecumbe Key in Monroe County, Florida, which the
Debtor was organized to construct and market -- is valued at
$24,750,000.  Downrite adds that the Debtor also owns a lot in
Plantation Key worth $250,000.

The Debtor, Downrite notes, disclosed that it owes unsecured
creditors $1,88,433 and secured creditors $25,665,626.

               Injunction Suit Against Dana Berman

In order to finance its purchase of the condominium project, the
Debtor sold undivided interests in first and second mortgages in
the project totaling $24,818,000 in the form of fractionalized
interests to investors without registration or exemption under
Florida Statutes.

The Debtor through its controlling persons, including its manager,
Dana Berman, made unsecured loans of $2,600,999 to entities owned
or controlled by him, none of which has been repaid, Downrite
says.

On Dec. 11, 2007, Downrite tells the Court that the Florida Office
of Financial Regulation filed a compliant in Miami-Dade Circuit
Court seeking an injunction against the companies, which are
controlled by Dana Berman, and requesting a receiver.  The
compliant, Downrite notes, alleges that the companies sold
unregistered securities, operated as unregistered securities
dealers, made misrepresentations to investors, and misapplied
investors' money by funding commercial mortgage loans.

According to Downrite's compliant, Dana Berman's companies got at
least $192,000,000 from more than 700 investors and told the
investors that they would receive annual average returns between
12% and 14%.  The monies were allegedly used to fund the
acquisition and construction of the condominium project, OFR said,
most of which are incomplete with defaulted mortgage loans.

Downrite adds that because the Debtor's continuing losses,
substantial debt and no income, it is unlikely that the Debtor
will be able to reorganize.  Hence, Downrite says, converting the
case to chapter 7 and allowing an independent trustee to
investigate the Debtor's affairs would benefit the estate and its
creditors much more than employing counsel at estate expense of
$525 per hour.  

It's plain to see, Downrite asserts, that the Debtor's management
to continue to mismanage the Debtor's financial affairs is not in
the creditors' or estate's best interest.  This is in light of Mr.
Berman's pattern of fraudulent activity and self dealing.

                   January 2008 Creditors Meeting

At a creditors meeting on Jan. 7, 1998, the Debtor's manager, Dana
Berman:

   a. admitted that many of the entities controlled by him
      receiving unsecured loans in the amount of $2,600,999
      from the Debtor are insolvent;

   b. stated that the Debtor planned to borrow an additional
      $3,000,000 to $3,500,000 in debtor-in-possession financing
      to finish the project and convert it from a condominium
      hotel to a hotel property.  Downrite says that ironically,
      Mr. Berman caused to be lent to his related entities is
      close to the amount he states is needed to finish.

   c. admitted that the Debtor had paid unspecified fees to
      other related entities and salaries to related persons
      including his now ex-wife and to his business associate
      Shellie Sims.

The Court has set a hearing on the case conversion on March 11,
2008, at 2:00 p.m.

Jose M. Chanfrau, IV, Esq., in Miami, Florida, is counsel to
Downrite Engineering Corp.

             Related Story: MAMC Needs Additional Fund

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Mortgage Asset Management Corp. was pleading clients to continue
provide funds in order for its operations to continue.

In a letter, chief restructuring officer Alan Goldberg of Crisis
Management stated the company was wooing investors who had
provided around $192,000,000 in loans to return about 1% of their
investments.  Mr. Goldberg replaced Dana Berman as head after the
company missed its February interest payments.

Mr. Berman cited in a separate letter that without additional
financing, the company could be forced to shut down.

                         About MAMC Inc.

Mortgage Asset Management Corporation specializes in short term
real estate-secured loans including: bridge, construction,
development, land acquisition, and raw land.  MAMC primarily
provides individuals, trusts, pension plans and IRAs with the
opportunity to participate as undivided percentage lenders in
privately funded mortgages.  The loans are collateralized by
mortgages on real property located anywhere in the United States,
however, MAMC's current concentration is on the booming real
estate market in Florida.  There may be completed commercial or
non-owner occupied residential buildings on the property, but the
collateral may also consist of real property with buildings under
construction or undeveloped land.  MAMC originates, underwrites,
funds, closes and manages the mortgage loans.

                        About DB Islamorada

Miami, Florida-based DB Islamorada LLC develops a condomunium
hotel in Islamorada, Florida.  It filed for chapter 11 bankruptcy
on Nov. 29, 2007 (Bankr. S.D. Fla. Case No. 07-20537).  Its
schedules show total assets of $28,236,009 and total debts of
$27,546,060.


DELPHI CORP: Court Allows 35 Trade Claims for $52,000,000
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved separate stipulations between Delphi Corp. and its
debtor-affiliates, and certain trade claimants.

The stipulations, in essence, provide for the allowance of 35
claims filed against the Debtors for roughly $52,000,000 in the
aggregate:

                                                     Allowed
   Claimant                             Claim No.  Claim Amount
   --------                             ---------  ------------
   Albrecht, George                        9773     $1,439,976
   Campbell, Ray                           9784      2,659,593
   Carlisle Engineered Products Inc.      11910      3,595,420
   Crouse, James                           9774      1,101,532
   Cunningham, Charles                     9761      1,053,744
   DENSO International America, et al.    11244              0
   Deutsche Bank & SPCP                   14139      1,036,570
   Deutsche Bank Securities Inc.           9940      6,678,072
   Deutsche Bank Securities, Inc.         10724      1,342,252
   Deutsche Bank, Osram Sylvania & SPCP    9993      1,065,225
   Dils, Timothy                          11629        329,377
   Donald & Virginia Runkle                9787      9,683,853
   Donaldson Company, Inc.                10490        310,932
   Ebbert, William                        14243      2,529,342
   Flambeau Inc.                          12212        584,258
   Gaffe, Karen                            9986        327,387
   Grosse, Richard                         9992        449,552
   Heilman, David                          9785      2,551,128
   Kesler, Larry                          10213      1,197,634
   Key Safety Systems, Inc.                1790         82,475
   Kilroy Realty LP                       13268      2,186,444
   Kralovich, George                      11163        561,185
   Latigo Master Fund Ltd.                 2353      1,252,598
   Lear Corp.                             14015              0
   Lundberg, Edward                       11096        508,122
   Meier, Gerald T.                       10212        843,626
   Molex Connector Corp.                   7992        400,000
   Ohio Edison Company                    12181        589,907
   Rassini, S.A. de C.V.                  12399        401,165
   Satterthwaite, Richard C.              10217        219,197
   Sloan, George                           9782      1,646,483
   Solvay Advanced Polymers LLC            8192        115,290
   Solvay Fluorides LLC                    7089        550,066
   Tosch, Paul                             9783      4,118,745
   Zeilinger, Robert                      10195        923,589

Carlise reserves its right, pursuant to Section 503(b) of the
Bankruptcy Code, to seek administrative priority status for
$168,880 of Claim No. 11910 as a valid reclamation claim.  Key
Safety Systems also reserves its right to assert administrative
priority status for $3,803 of Claim No. 1790.

The Debtors, likewise, reserve their right to seek a judicial
determination that Key Safety Systems' and Carlisle's reserved
defenses are valid.

On the other hand, the Court disallows and expunges 28 claims in
their entirety:

                                       Disallowed
   Claimant                            Claim No.
   --------                            ----------
   Albrecht, Dorothy                       9764
   Campbell, Carolyn                       9763
   Crouse, Linda                           9759
   Cunningham, Mary Beth                   9786
   DENSO International America, et al.    10590
   DENSO International America, et al.    11241
   DENSO International America, et al.    11242
   DENSO International America, et al.    11243
   DENSO International America, et al.    11245
   DENSO International America, et al.    15026
   Deutsche Bank Securities, Inc.         16490
   Deutsche Bank Securities, Inc.         16491
   Dils, Paula                            11628
   Donald & Virginia Runkle                9758
   Ebbert, Mary                            9767
   Grosse, Carolyn                         9985
   Guide Corp.                            14070
   Heilman, Mary Ann                       9762
   Kesler, Marlene                        10216
   Kralovich, Janice                      11097
   Lear Corp.                             14016
   Lightsource Parent Corp.               14245
   Lundberg, Denys                        11100
   Meier, Barbara                         10270
   Satterthwaite, Karen                   10234
   Sloan, Kristin                          9757
   Tosch, Gay                              9765
   Zeilinger, Barbara                     10259

Claim Nos. 14070 and 14245 fail to state a claim upon which
relief may be granted, Judge Drain finds.

If the Debtors fail to confirm a reorganization plan by July 1,
2008, that provides for treatment of unsecured claims that is
substantially similar to the amounts provided in the confirmed
First Amended Joint Plan of Reorganization, DENSO and Lear are
authorized to reassert their claims in, at most, these amounts:

   Claimant                             Claim No.    Claim Cap
   --------                             ---------    ---------
   DENSO International America, et al.    11244     $3,391,804
   Lear Corp.                             14015      2,711,110

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 111; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these issue-level
ratings: a 'B+' issue rating (one notch above the corporate credit
rating), and '2' recovery rating to the company's proposed $3.7
billion senior secured first-lien term loan; and a 'B-' issue
rating (one notch below the corporate creditrating), and '5'
recovery rating to the company's proposed $825 million senior
secured second-lien term loan.


DELPHI CORP: Wants Lease Decision Period Extended Until May 31
--------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, Delphi
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the time
within which they may assume or reject unexpired leases of
nonresidential real property through and including the earlier of:

   (a) the effective date of their confirmed First Amended Joint
       Plan of Reorganization; and

   (b) May 31, 2008.

The Debtors are lessors or lessees with respect to roughly 80
unexpired leases of nonresidential real property, John Wm.
Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, relates.  Certain of the Real Property
Leases, he notes, are among the Debtors' primary assets and are
vital to their business.

The First Amended Plan provides for the assumption of all of the
Real Property Leases on the Plan Effective Date.  The Debtors'
current Lease Decision Deadline is Feb. 29, 2008.  Out of an
abundance of caution, the Debtors seek an extension of the Lease
Decision Deadline in the event the confirmed Plan does not become
effective by Feb. 29, 2008.

The Proposed Lease Decision Deadline will be subject to the terms
of the Plan and Plan Confirmation Order, Mr. Butler assures the
Court.  The Proposed Deadline, he adds, coincides with the
Debtors' current deadline to solicit acceptances of a
reorganization plan.

The Debtors have remained and fully intend to remain current with
respect to all outstanding postpetition rental obligations under
the Real Property Leases, Mr. Butler continues.  The non-debtor
parties to the Real Property Leases will not be prejudiced by the
proposed extension because the Debtors are making payments under
the Real Property Leases as they come due, he says.

If the Lease Decision Deadline is not extended, the Debtors may
face uncertainty with respect to their ability to assume or
reject the Real Property Leases if the Plan does not become
effective by the current Feb. 29, 2008 Lease Decision Deadline,
Mr. Butler maintains.

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 111; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these
issue-level ratings: a 'B+' issue rating (one notch above the
corporate credit rating), and '2' recovery rating to the company's
proposed $3.7 billion senior secured first-lien term loan; and a
'B-' issue rating (one notch below the corporate creditrating),
and '5' recovery rating to the company's proposed $825 million
senior secured second-lien term loan.


DELPHI CORP: Proposal to Assign Steering Biz Contracts Disputed
---------------------------------------------------------------
Thirty-four parties-in-interest have filed objections to Delphi
Corp. and its debtor-affiliates' proposal to assume and assign
certain executory contracts to the buyer of their steering and
halfshaft businesses.

Delphi is seeking to sell their steering business to Steering
Solutions Corp., an affiliate of Platinum Equity, LLC, subject to
higher and better offers.

The interested parties that filed responses to the assumption and
cure notices mailed by the Debtors are:

   * Alps Automotive, Inc.
   * American Aikoku Alpha, Inc.
   * Assembly Systems Innovators, LLC
   * BI Technologies Corp.
   * Canon U.S.A., Inc.
   * Castwell Products, LLC
   * E.I. du Pont de Nemours & Co.
   * F&G Multi-Slide Inc.
   * Freudenberg-NOK General Partnership
   * Furukawa Electric Company Ltd.
   * GMD Industries
   * Henkel Corp.
   * Hydro Aluminum North America, Inc.
   * Intermet Corp.
   * Lear Corp.
   * Liquidity Solutions, Inc.
   * MacArthur Corp.
   * Master Automatic, Inc.
   * Means Industries, Inc.
   * Millennium Industries Corp.
   * Nissan North America, Inc.
   * Robin Industries, Inc.
   * Rosler Metal Finishing USA, LLC
   * S&Z Metalworks, Ltd.
   * SKF USA Inc.
   * Small Parts, Inc.
   * Stoneridge, Inc.
   * Teleflex Inc.
   * Temic Automotive of North America, Inc.
   * The Timken Co.
   * Timken U.S. Corp.
   * United States Steel Corp.
   * Universal Bearings, LLC
   * ZF Boge Elastmetall, LLC

A number of the Responding Parties assert that the Debtors must
cure all defaults under their executory contracts before those
contracts may be assumed or assigned.  They also contend that the
Debtors have failed to provide adequate assurance of Steering
Holdings' or any other purchaser's future performance under the
contracts to be assumed.

Certain of the Responding Parties argue that the Debtors may not
assume certain portions of their contracts.  Rather, the Debtors
must either assume or reject the parties' entire contracts.

Several of the Responding Parties complain that the Debtors have
not provided sufficient information in the Assumption and Cure
Notices to enable them to identify the contracts to be assumed,
while others relate that they have not yet been able to identify
the contracts listed in the Notices.

Alps Automotive points out that certain of the Assumed Contracts
have already been rejected by the Debtors.

GMD Industries clarifies that its "Surcharge Implementation"
agreement with the Debtors is binding on certain of the Assumed
Contracts.

Certain of the Responding Parties also disagree with the cure
amounts for the assumption of their contracts, arguing that the
Debtors' proposed cure amounts are understated.

Specifically, 19 Cure Objectors assert that the Debtors owe them
cures at these amounts:

                                      Debtors'     Objector's
                                      Proposed     Proposed
   Cure Objector                      Cure Amount  Cure Amount
   -------------                      -----------  -----------
   American Aikoku Alpha, Inc.             5,823     $415,761
   Assembly Systems Innovators, LLC       21,651      871,011
   BI Technologies Corp.                 167,743      189,736
   Castwell Products, LLC                108,063      138,425
   F&G Multi-Slide Inc.                        -      250,422
   Furukawa Electric Company Ltd.              -       58,992
   Hydro Aluminum North America, Inc.    533,760      603,421
   Liquidity Solutions, Inc.              43,080       86,009
   MacArthur Corp.                        23,206       43,041
   Master Automatic, Inc.                  3,013      153,868
   Millennium Industries Corp.           585,170    1,178,152
   Robin Industries, Inc.                  9,615       25,640
   S&Z Metalworks, Ltd.                        -        5,250
   SKF USA Inc.                          103,159      345,366
   Small Parts, Inc.                       1,536        7,599
   Stoneridge, Inc.                      436,312      564,996
   Temic Automotive of North America   2,255,696    2,516,096
   Universal Bearings, LLC               275,509      283,230
   ZF Boge Elastmetall, LLC                    -       17,830

Rosler Metal also asserts that the Debtors should pay it $585,346
as cure for the assumption of the parties' contracts.

As reported in the Troubled Company Reporter on Jan. 28, 2008,
Delphi will seek Court approval of the sale at the hearing on
Feb. 21, 2008.

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

Platinum Equity, through Steering Solutions, has offered to
purchase Delphi's global steering and halfshaft businesses for
$447,000,000.  Delphi previously disclosed in January 2007 that it
was working on finalizing a sale and purchase agreement with
Platinum Equity regarding the sale of the businesses.

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

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

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

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 111; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these issue-level
ratings: a 'B+' issue rating (one notch above the corporate credit
rating), and '2' recovery rating to the company's proposed $3.7
billion senior secured first-lien term loan; and a 'B-' issue
rating (one notch below the corporate creditrating), and '5'
recovery rating to the company's proposed $825 million senior
secured second-lien term loan.


DELPHI CORP: Wants More Time to Remove Pending Civil Actions
------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
their deadline to remove pending judicial and administrative
proceedings through the earlier of:

   (a) 30 days after the effective date of their Joint Plan of
       Reorganization; and

   (b) 30 days after the Court enters an order terminating the
       automatic stay with respect an action.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates, the Debtors are parties
to more than 200 judicial and administrative actions pending in
various courts or administrative agencies throughout the United
States.  

The Debtors' current deadline to remove Actions in accordance
with Section 1452 of the Judiciary and Judicial Procedure Code
and Rule 9027 of the Federal Rules of Bankruptcy Procedure is
Feb. 29, 2008.

The Debtors expect to emerge from Chapter 11 during the first
quarter of the year.

An extension, Mr. Butler asserts, is necessary in the event that
the Debtors' bankruptcy emergence date is delayed beyond Feb. 29,
2008.  An extension, he adds, will afford the Debtors an
opportunity to make fully informed and prudent decisions
concerning the possible removal of the claims and causes of
action in the Actions, thus protecting the Debtors' valuable
right to adjudicate the Actions economically if current or future
circumstances warrant their removal.

The Debtors' request will not prejudice any party whose
proceeding is removed from seeking remand under Section 1452(b)
of the Bankruptcy Code, Mr. Butler points out.

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 111; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these issue-level
ratings: a 'B+' issue rating (one notch above the corporate credit
rating), and '2' recovery rating to the company's proposed $3.7
billion senior secured first-lien term loan; and a 'B-' issue
rating (one notch below the corporate creditrating), and '5'
recovery rating to the company's proposed $825 million senior
secured second-lien term loan.


DIRECTV GROUP: FCC Chair Backs Liberty-News Corp. Stake Swap
------------------------------------------------------------
U.S. Federal Communications Commission Chairman, Kevin J. Martin,
told reporters Friday that he will compel the agency to approve a
deal between Liberty Media Corporation and News Corp. at a meeting
on Feb. 26, 2008.

Under the deal, News Corp. will exchange its interest in DirecTV
Group Inc. with Liberty Media's interest in News Corp.  The deal
has been awaiting approval from the agency and the Department of
Justice for at least a year, according to the reports.

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Liberty Media said it plans to exchange its stake in News
Corp. for 39% of DirectTV.

Greg Maffei, Liberty Media's chief executive officer said the
company at that time was holding talks about some alternatives
including DirectTV.  "One of the appeals of DirectTV is there's a
lot of financial flexibility," Mr. Maffei said.

If a deal is reached, Liberty Media might reduce its stake in
DirectTV to as small as 21.5%, Mr. Maffei further said in the
report.  Liberty Media, Mr. Maffei added, could keep the stake or
seek full control of the business, which would minimize taxes.

The parties has reached an $11 billion deal that includes News
Corp.'s stake in DirectTV.

                        About News Corp.

News Corporation is a diversified international media and
entertainment company with operations in eight industry segments:
filmed entertainment; television; cable network programming;
direct broadcast satellite television; magazines and inserts;
newspapers; book publishing; and other.  The activities of News
Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the
Pacific Basin.

                       About Liberty Media

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

                     About The DIRECTV Group

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital    
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16.5 million customers in
the United States and over 4.6 million customers in Latin America.

                          *     *     *

As of Feb. 9, 2008, The DIRECTV Group Inc. still carries Standard
& Poor's Ratings Services' 'BB' corporate credit and 'BB-' senior
unsecured debt rating given on April 3, 2007.  The outlook remains
stable.


DOMENIC DESEI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Domenic A. Desei
        fdba Desei Development
        165 Gibribaldi Avenue
        Rosetto, PA 18013

Bankruptcy Case No.: 08-20269

Chapter 11 Petition Date: February 7, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Stephen J. Palopoli, III, Esq.
                  Brown, Brown, Solt & Ferretti
                  1425 Hamilton Street
                  Allentown, PA 18102
                  Tel: (610) 391-8839

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.


DR HORTON: Posts $128.8 Mil. Net Loss in Quarter Ended December 31
------------------------------------------------------------------
D.R. Horton Inc. reported a net loss for its first fiscal quarter
ended Dec. 31, 2007 of $128.8 million.  Net income for the same
quarter of fiscal 2007 was $109.7 million.

The quarterly results included $245.5 million in pre-tax charges
to cost of sales for inventory impairments and write-offs of
deposits and pre-acquisition costs related to land option
contracts that the company does not intend to pursue.

Homebuilding revenue for the first quarter of fiscal 2008 totaled
$1.7 billion, compared to $2.8 billion in the same quarter of
fiscal 2007.  Homes closed totaled 6,549 homes, compared to 10,202
homes in the year ago quarter.

The company's sales order backlog of homes under contract at
Dec. 31, 2007 was 8,138 homes or $2 billion, compared to 16,694
homes or $4.7 billion, at Dec. 31, 2006.  Net sales orders for the
quarter totaled 4,245 homes or $0.9 billion, compared to 8,771
homes or $2.3 billion for the same quarter of fiscal 2007.  The
company's cancellation rate or cancelled sales orders divided by
gross sales orders, for the first quarter of fiscal 2008 was 44%.

                 Liquidity and Capital Resources

The company reported $558 million in net cash provided by
operating activities in the quarter ended Dec. 31, 2007.  The two
main sources of cash from operating activities were a reduction in
inventories of $476 million and a decrease in mortgage loans held
for sale of $278 million.   The main use of cash in operating
activities was a reduction in accounts payable, accrued expenses
and other liabilities of $296 million.

In financing activities, cash was used to reduce the balance on
the homebuilding revolving credit facility from $150 million to
$0, repay the $215 million senior notes which matured in December
2007 and reduce financial services debt by $282 million, for a
total of $647 million of debt reductions during the quarter.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $10.4 billion, total liabilities of $5 billion and total
shareholders' equity of $5.4 billion.

"Market conditions remained challenging in our December quarter as
inventory levels of both new and existing homes remained high
while pricing remained very competitive," Donald R. Horton,
Chairman of the Board, said.  "Lending standards continue to be
more restrictive than during the previous year, and buyers
continued to approach the home buying decision cautiously.  We
expect the housing environment to remain challenging."

"Despite these challenging conditions, we continue to focus on
reducing inventory, generating cash flow from operations,
controlling costs and reducing outstanding debt as we work to
adjust our inventories to appropriate levels relative to housing
demand," Mr. Horton added.  

"We reduced both our owned lots and our homes in residential
inventory by more than 10% from Sept. 30, 2007," Mr. Horton
realted.  "As we focus on inventory reduction and capital
preservation, our goal for fiscal 2008 is to generate at least $1
billion in cash flow from operations.  We made an excellent start
on this goal by generating over $550 million in cash flow from
operations in our first quarter, primarily driven by $476 million
in cash generated by reducing our inventories."

                        About D.R. Horton

Based in Fort Worth, Texas, D.R. Horton Inc. (NYSE: DHI) --
http://www.drhorton.com/-- is engaged in the construction and    
sale of high quality homes with sales prices ranging from $90,000
to over $900,000.  D.R. Horton also provides mortgage financing
and title services for homebuyers through its mortgage and title
subsidiaries.  D.R. Horton operates in 83 markets in 27 states in
the Northeast, Southeast, South Central, Southwest, California and
West regions of the United States.

                          *     *     *

AS reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service lowered the ratings of D.R. Horton Inc.,
assigning the company a corporate family rating of 'Ba1' and
lowering the ratings on the various issues of senior unsecured
notes to 'Ba1' from 'Baa3' and on the senior subordinated note
issue to 'Ba2' from 'Ba1'.  The ratings were taken off review for
downgrade where they had been placed on Oct. 31, 2007, and the
outlook is negative.


EDS CORP: Paying $0.05/Share Common Stock Dividend on March 10
--------------------------------------------------------------
The EDS Corp.'s board of directors declared a dividend on the
common stock of EDS of $0.05 per share, payable March 10, 2008, to
shareholders of record as of the close of business Feb. 20, 2008.
    
Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company   
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


EDUCATION MANAGEMENT: Earns $33.8 Million in Fiscal 2008 2nd Qtr.
-----------------------------------------------------------------
Education Management LLC reported Thursday its financial results
for the three months ended Dec. 31, 2007.  

For the second quarter of fiscal 2008, net income increased 33.4%
to $33.8 million from $25.4 million in the prior year period.
EBITDA increased 10.6% to $118.5 million from $107.2 million for
the same period a year ago primarily due to higher student
enrollment and the increase in tuition rates.

Net revenues rose 24.1% to $445.3 million from $358.8 million in
the second quarter of fiscal 2007.  This increase was impacted by
a 19.5% increase in total student enrollment and an approximate
5.0% increase in tuition rates over the prior year period.

Todd S. Nelson, president and chief executive officer of Education
Management, commented, "We are pleased with our strong financial
performance for the fiscal second quarter as well as record
enrollment of over 97,000 students for the January academic
quarter."

At Dec. 31, 2007, cash and cash equivalents were $176.5 million.
There were no outstanding borrowings under the revolving credit
facility at Dec. 31, 2007.

Cash flow from operations for the six month period ended Dec. 31,
2007 was $120.4 million compared to $102.1 million in the prior
year period.  Increased operating cash flows as compared to the
prior year period were primarily due to higher net income
resulting from revenue growth.

On a cash-basis, capital expenditures were $68.5 million, or 8.5%
of net revenues, for the six months ended Dec. 31, 2007, compared
to $45.6 million, or 7.0% of net revenues, in the prior year.

                   Selected Balance Sheet Data

At Dec. 31, 2007, the company and its subsidiaries reported total
assets of $3.89 billion, long-term debt of $1.91 billion, and
members' equity of $1.32 billion.

                    About Education Management

Based in Pittsburgh, Education Management LLC, a wholly-owned
subsidiary of Education Management Holdings LLC, which is wholly-
owned by Education Management Corporation -- http://www.edmc.com/    
-- provides private post-secondary education in 83 locations in 26
U.S. states and Canada.

                          *     *     *

Education Management Corp. carries Moody's Investors Service's
B2 long term corporate family rating assigned on May 9, 2006.  
Outlook is stable.


ELECTRICAL COMPONENTS: S&P Revises Outlook on Weak Credit Metrics
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on St.
Louis, Missouribased Electrical Components International Inc.
(ECI; B/Negative/--) to negative from stable.  The company
reported total debt of about $317 million at Sept. 30, 2007.
      
"The outlook revision reflects lower-than-expected sales and weak
credit metrics against the backdrop of a difficult operating
environment in 2007," said Standard & Poor's credit analyst James
Siahaan.  "In addition, weak demand in ECI's key end market of
North American home appliances could likely extend deep into
2008."  The downturn in domestic residential housing has resulted
in reduced demand for white goods, thus leading to lower demand
for the wire harnesses and sub-assemblies that ECI produces.  
     
The ratings on ECI reflect the company's highly leveraged
financial risk profile and meaningful customer concentration.  
They also take into account the company's leading market positions
in what has typically been a stable growth industry, and its
competitive cost structure.


FEDDERS CORP: Banks Want Court to Deny Panel From Filing Suit
-------------------------------------------------------------
Fedders Corp.'s pre-bankruptcy lenders, including Goldman Sachs
Credit Partners L.P., Bank of America, N.A., General Electric
Capital Corporation and Highland Capital Management LP, deny
allegations that they made loans to the Debtors knowing that the
company would likely default, various reports say.

The lenders are protesting efforts by the Debtors' unsecured
creditors to sue them for $150 million.

"The pre-petition lenders, all sophisticated parties, are not in
the business of extending 'doomed' multi-million dollar loans in
order to gain priority leverage in a potential bankruptcy,"
Goldman Sachs Credit Partners said, according to The Associated
Press, citing papers filed in bankruptcy court.

Goldman Sachs Credit Partners served as agent for the group of
lenders who extended two loans aggregating $90 million to Fedders
in March 2007, the AP says.  The lender also provided $33 million
last fall to finance Fedders' bankruptcy case, the AP relates.

The lenders contend that the Committee's allegations taht they
would willingly extend financing to a company they allegedly knew
couldn't pay them back were "plainly economically irrational" and
lacking any basis in logic or fact, the AP says.

The lenders also argue that the Committee failed to provide
sufficient evidence to back up its allegations, the AP relates.

Highland Capital Management LP, also objected to the Committee's
request, arguing that the Committee has been trying to go after
the banks "since day one" of Fedders' bankruptcy case, the AP
says.  Highland said it shouldn't even be a target of litigation
because it signed on to the loan after it was granted.

Bill Rochelle at Bloomberg News reports that Fedders has worked
out a separate settlement with the Committee allowing the company
to terminate its employment contract with Chairman Salvatore
Giordano.  Mr. Giordano has also been named defendant in the suit,
together with other insiders, Michael Giordano and Joseph  
Giordano, S.A., and certain other officers and directors.  Mr.
Rochelle relates that Committee complained that breaking the
contract would let Mr. Giordano out of the obligation to repay
$6,000,000 in interest-free loans.

According to Mr. Rochelle, the settlement, approved by the
bankruptcy court Feb. 4, terminates Mr. Giordano as of Jan. 1
while preserving any lawsuits the Committee or Fedders could bring
against him.  It also saves any rights Mr. Giordano has, adds Mr.
Rochelle.

The Honorable Brendan L. Shannon of the U.S. Bankruptcy Court for
the District of Delaware will consider whether to allow the
Committee to pursue the action at a hearing set for Feb. 15.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FGIC CORP: Discusses Bailout Deals with Calyon; Fitch Cuts Ratings
------------------------------------------------------------------
A group of banks led by Calyon, the investment-banking unit of
French bank Credit Agricole SA is in talks to arrange a possible
bailout of FGIC, The Wall Street Journal reported last week,
citing people familiar with the matter.

Other banks involved in the FGIC rescue talks include Barclays,
Citigroup Inc, Societe Generale, and UBS, according to Reuters.

On Jan. 30, 2008, Fitch Ratings has downgraded these ratings on
FGIC Corporation and its financial guaranty insurance subsidiaries
Financial Guaranty Insurance Company and FGIC UK Ltd:

Financial Guaranty Insurance Company and FGIC UK Ltd

  -- Insurer Financial Strength to 'AA' from 'AAA'.

FGIC Corp.

  -- Long-term Issuer Rating to 'A' from 'AA';
  -- $325 million of 6% senior notes due Jan. 15, 2034 'A' from
     'AA'.

The ratings remain on Rating Watch Negative.

The announcement is based on FGIC's not yet raising new
capital, or having executed other risk mitigation measures, to
meet Fitch's 'AAA' capital guidelines within a timeframe
consistent with Fitch's expectations.  Fitch's action follows
recent discussions with FGIC's management team with respect to
the status of their current capital enhancement plans, which
are actively ongoing.

As Fitch announced on Dec. 17, 2007, when it placed FGIC on
Rating Watch Negative, the company has a modeled capital
shortfall of more than $1 billion at the 'AAA' rating
threshold.  The existing capital deficiency, which Fitch now
believes totals approximately $1.3 billion, resulted from rapid
credit deterioration in FGIC's insured portfolio in particular:
transactions backed by structured finance collateralized debt
obligations backed by subprime residential mortgage-backed
securities and direct exposure to RMBS, namely prime
second-lien mortgages.

The downgrade places FGIC's IFS ratings at a level commensurate
with an 'AA' rating stress level under Fitch's most recent capital
modeling.

The downgrade of the IFS ratings to 'AA' coupled with the
continuation of the Negative Rating Watch, reflects the
significant uncertainty with respect to the company's
franchise, business model and strategic direction; uncertain
capital markets; the company's future capital strategy;
ultimate loss levels in its insured portfolio; and the
challenges in the financial guaranty market overall.  Fitch
expects to resolve the Negative Rating Watch after the agency
evaluates these various qualitative factors as well as the
progress FGIC makes as far as its future capital enhancement
plans.  This analysis will include a review of the effectiveness
of recent efforts of insurance regulators to support any
industry solution.

The downgrade in the holding company debt ratings reflects
greater uncertainties surrounding FGIC's future earnings and
fixed charge coverage ratios, together with movement to the
more typical notching used at the 'AA' IFS rating level.   

Fitch will comment on the impact of the downgrade of FGIC's IFS
rating on the ratings of securities insured by FGIC in a
separate release.

FGIC also took a beating from Standard & Poor's, which stripped
the bond insurer of its key AAA rating on Jan. 31.  S&P said FGIC
may fail to raise the capital needed to cushion possible losses on
complex securities that have plunged in value, according to the
Journal.

FGIC Corp. is a U.S.-domiciled holding company whose primary
operating subsidiaries, FGIC and FGIC U.K. Ltd, provide
financial guaranty insurance and other forms of credit
enhancement throughout the U.S. and internationally.  

For Sept. 30, 2007, the company reported consolidated assets under
Generally Accepted Accounting Principles of $5.4 billion
and shareholders equity of approximately $2.4 billion.  On an
aggregated basis net par outstanding totaled $315 billion as of
Sept. 30, 2007.

FGIC is owned by a number of stakeholders, including private-
equity firms Blackstone Group and Cypress Group, each of whom own
23%; mortgage insurer PMI Group Inc. owns 42%; and General
Electric Co. owns a 5% stake, the Journal said.  PMI, Blackstone,
Cypress Group and CIVC Partners LP acquired 95% of FGIC from
General Electric in 2003 for about $1.675 billion, Reuters
relates.

FGIC guaranteed about $315 billion of debt as of September,
Reuters says.


FIRST MAGNUS: Several Creditors Balk at Liquidation Plan
--------------------------------------------------------
Various parties want the U.S. Bankruptcy Court for the District of
Arizona to reject First Magnus Financial Corporation's plan of
liquidation.

A.  WNS

WNS North America Inc., tells the Court that First Magnus
Financial Corporation's Chapter 11 Plan of Liquidation does not
qualify for confirmation of Section 1129 of the Bankruptcy Code.  
Nancy J. March, Esq., at DeConcini McDonald Yetwin & Lacy PC, in
Tucson, Arizona, says that the classification of Rejection
Damages Claims (Class 4) separate and distinct from other general
Unsecured Claims, and the creation of Class 8 under the Debtor's
Plan violate Section 1122(a) and Section 1122(b).

According to Ms. March, there are sufficient reasons to convert
the Debtor's case to Chapter 7, saying that the Debtor has
reduced its staff postpetition, has no ongoing business, and has
filed a Plan of Liquidation.

"Equally significantly, the Debtor has proposed that the Debtor-
in-Possession will be replaced by a troika of Trustees and an
Advisory Board that are allegedly completely independent from the
Debtor-in-Possession.  Clearly, this is a Debtor-in-Possession
that seeks to abdicate its responsibilities," Ms. March states.

Accordingly, WNS asks the Court to determine that the Plan does
not qualify for confirmation, and to convert the case to one
under Chapter 7.

B.  WC Partner

WC Partner asks the Court to deny the confirmation of the Plan
and award the creditors additional relief, including the
conversion of the Debtor's case to Chapter 7, if appropriate.

Steven M. Cox, Esq., at Waterfall, Economidis, Caldwell
Hanshaw & Villamana, P.C., in Tucson, Arizona, says that the
Debtor made improper claims classification under Section 1122 of
the Bankruptcy Code by "separating General Unsecured Claims
[Class 3] from Unsecured Lease Rejection Claims [Class 4], where
these claims are otherwise treated exactly the same under the
Plan."

"The Debtor has no right or authority to inset into its Plan an
additional requirement that the creditors must file a new, true
claim a second time or lose it totally, and that the claim will
be deemed disputed and therefore not paid for years," Mr. Cox
points out.

WC Partner also questions the Plan's provision, discharging the
Advisory Board members, the two Trustees, among others, from
liabilities.  It also finds an inconsistency in the Debtor's
monthly operating reports and its Disclosure Statement and Plan,
saying that the reports show that the Debtor has a substantial
equity or positive net worth while the two other documents state
that unsecured creditors will not be paid in full.

C.  Wells Fargo

Wells Fargo Funding Inc., asks the Court to deny confirmation of
the Plan, saying that the Court lacks jurisdiction to authorize
the Debtor to distribute the escrow funds under the Plan since
these do not comprise part of the Debtor's bankruptcy estate.

As of the bankruptcy filing, the Debtor has not turned over about
$207,514 in escrow funds to Wells Fargo, which it collected as
interim servicer of the mortgage loans purchased by the creditor.  
The funds have been commingled in a prepetition bank account
containing about $3,800,000, in which other third-party
institutional investors have asserted an interest.

Wells Fargo contends that although the escrow funds have been
commingled with other prepetition funds, it does not transform
the escrow funds into property of the estate.  It further argues
that the confirmation of the Plan is inappropriate without a
Court ruling providing that the prepetition funds should be  
segregated from the Dividend Fund and held in trust pending a
final resolution of the rights of parties asserting an interest
in the prepetition funds.

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Wells Fargo had intended to appear before the Court at a hearing
Friday to block confirmation of First Magnus's chapter 11 plan of
liquidation.

D.  Pima County

The Pima County Treasurer asks the Court to deny approval of the
Plan, unless the Debtor modifies the provisions discharging the
liability of non-debtors for claims in Class 3.

The Plan provides that the claims of allowed general unsecured
creditors in Class 3 will be paid out of the Dividend Fund and
that neither the Debtor nor any of the non-debtor parties, will
have individual liability for the claims.

"This is of particular concern to Pima County because it holds an
unsecured claim for criminal restitution for $1,085.  The
criminal proceeding giving rise Pima County's claim may result in
liability being imposed on individual agents or employees of the
Debtor," German Yusufov, Esq., at Barbara Lawall, explains.

"Because the claim is for criminal restitution, it is
non-dischargeable in bankruptcy.  Therefore, the provisions
discharging the Debtor's liability for Pima County's claim
violate the [Bankruptcy Code]," Mr. Yusufov further says.

E.  Maricopa County

The Maricopa County Treasurer asks the Court to deny confirmation
of the Plan unless it provides that the Treasurer's claims will
be paid in full along with the appropriate interest rate of 16%
per annum.

The Debtor owes $12,962 in prepetition real property taxes, and
$6,201 in personal property taxes for 2006 and 2007, plus the
accrual of interest thereon at a statutory rate of 16% per annum.

"The taxes are statutorily secured liens that are prior and
superior to all other liens and encumbrances on the property,"
says Madeleine C. Wanslee, Esq., at Gust Rosenfeld P.L.C., in   
Phoenix, Arizona. "The Plan must pay Maricopa County first from
the sale of any property on which it holds a tax lien."

The Debtor did not list the Treasurer as a claim holder in its
schedules and statements, says Ms. Wanslee.

F.  WARN Claimants

Claimants under the Worker Adjustment and Retraining Notification
(WARN) Act, tell the Court that the Debtor failed to comply with
Section 1129 of the Bankruptcy Court, by not addressing their
administrative and wage priority claims.  

The claimants assert $6,500,000 in administrative priority claims
and $500,000,000 in allowed wage priority claims.

Rene S. Roupinian, Esq., at Outten & Golden, LLP, in New York,
says that the Plan violated the absolute priority rule since it
did not provide for payment of WARN claims, which are entitled to
administrative priority status before payment of any unsecured
non-priority claims.

According to Mr. Roupinian, the Plan should make clear the
procedures for (i) how and when administrative claims are to be
liquidated, allowed and determined post-confirmation; (ii) when
they must be paid in cash in full after the confirmation or when
the administrative claims become allowed; and (iii) make a clear
procedure for paying the claimants, including a source of funds
for recovery.

                       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
commenced on Feb. 7, 2008.  (First Magnus Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Committee Defends Provisions of Liquidation Plan
--------------------------------------------------------------
The Official Committee of Unsecured Creditors tells the U.S.
Bankruptcy Court for the District of Arizona that due to the
limited time between the bankruptcy filing and the confirmation
hearing, the Liquidation Plan of First Magnus Financial
Corporation was not intended to identify every possible claim of
subordination, surcharge, among others, that might be available
for a trustee to pursue.

Michael D. Warner, Esq., at Warner Stevens LLP, relates that
they previously announced that not all causes of action and
claims against third parties are articulated in the Plan or
Disclosure Statement, as the same had not yet been investigated.  
He adds that only a generic description of potential claims would
be addressed to avoid an allegation that the estate would have
waived any claim not specially referenced in the Plan or
Disclosure Statement.

"Had the Debtor been required to undertake the review,
confirmation likely would be delayed for several months.  The
Court has, therefore, focused the Debtor's and the Creditors
Committee's attention on confirming a plan as quickly as possible
within the parameters of the Chapter 11 process," Mr. Warner
explains.  He adds that the Plan is designed to provide procedure
for liquidating assets, making distributions to creditors and
others, after the Effective Date.

                   Plan Provides for Efficiency

According to Mr. Warner, the Plan structure provides for post-
Effective Date administration that is more efficient than would
be possible were the case converted to Chapter 7.  

Mr. Warner states that Morris C. Aaron, the Liquidation Trustee,  
capable of performing his responsibilities more efficiently than
a Chapter 7 Trustee, in light of his qualifications and
familiarity with the Debtor's business and its books and records.

"A Chapter 7 trustee, and presumably the trustee's counsel, would
need a significant amount of time to reach Mr. Aaron's level of
knowledge," Mr. Warner points out.  "By appointing him directly,
the Plan removes an extra layer of review and expense to the
Estate and speeds the post-Effective Date administration."

               Larry Lattig as Litigation Trustee

Meanwhile, Mr. Warner says that they sought Larry Lattig as
Litigation Trustee to pursue possible claims and causes of
action, including avoidance actions against the Debtor's insiders
and claims against the Warehouse Lenders and Repo Participants,
in light of the prepetition transactions between the Debtor and
its parent company First Magnus Capital, Inc., and with certain
prepetition transfers to the Debtor's officers and directors.

"Mr. Lattig's experience and knowledge in investigating and
pursuing claims against former officers, directors and insiders
will yield a greater recovery to unsecured creditors than a
Chapter 7 trustee could recover," Mr. Warner points out.  He says
that Mr. Lattig is unlikely to be swayed by local politics or
other interested parties, adding that he has no relation to
the Debtor's case, has no connections to the Debtor and its
affiliates, and has no ties to the Tucson area.

According to Mr. Warner, the two trust structure under the Plan
will also yield more to creditors than a Chapter 7 liquidation,
and will protect the creditors to a greater degree.

"Under the Plan, there is a specific and defined division of
labor between the two Trustees with no overlap and, therefore no
duplication of effort.  Combined, the two Trustees are doing no
more than a Chapter 7 trustee would do," Mr. Warner argues.
"Since there will be no duplication of effort, there should be no
more professional fees or expenses than would be incurred than in
a Chapter 7 case."

              Advisory Board Gives Creditor Benefits

Meanwhile, Mr. Warner says that the the Advisory Board also
provides benefit to creditors over and above those available in a
Chapter 7 case.

Mr. Warner says that the Advisory Board has general knowledge of
the issues to be addressed by the two Trustees, has prior working
relationship with Mr. Aaron, does not have conflicts with the
Debtor and its insiders, and will not  receive payment other than
reimbursement for expenses incurred in performing their duties
under the Plan.  

According to Mr. Warner, the proposed structure of an oversight
body like the Advisory Board, will also streamline and reduce the
expense to the estate by limiting the need for formal pleadings
and court appearances, without compromising the protection it
provides for the unsecured creditors.

"In a Chapter 7 liquidation, there is no equivalent of the
proposed Advisory Board.  The Bankruptcy Court is the primary
oversight body, and if an interested party opposes an action by a
Chapter 7 trustee, that interested party at its own expense must
file a formal objection, which must be heard and resolved by the
Court," Mr. Warner points out.  "The amount of professional fees
and expenses of a Chapter 7 trustee and his counsel that would be
incurred could be substantial."

Mr. Warner further contends that the Advisory Board also provides
a great deal of protections to unsecured creditors, above and
beyond the abilities of creditors in a Chapter 7 case, pointing
out that it is automatically granted the status of a party-in-
interest with all rights to appear and be heard, to file
pleadings and other papers, and to participate in any estate
matters.  He adds that the Advisory Board will have oversight,
control and veto power over all discretionary actions to be taken
by the Trustees with respect to the assets of the Liquidating
Trust or the Litigation Trust.

            Committee Upholds General Acceptance of Plan

"Moreover, as the Ballot Summary filed by the Debtor
demonstrates, creditors have voted overwhelmingly in support of
the Plan," Mr. Warner further says.  "By voting in favor of the
Plan, creditors have also demonstrated their belief that the Plan
is fair and equitable, that it is their best interests and that
it provides the most expeditious means of obtaining a  
distribution on account of their claims."

                       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
commenced on Feb. 7, 2008.  (First Magnus Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Says Liquidation Plan Is Confirmable
--------------------------------------------------
On behalf of First Magnus Financial Corporation, Todd A. Burgess,
Esq., at Greenberg Traurig LLP, in Tucson, Arizona, tells the
the U.S. Bankruptcy Court for the District of Arizona that the
Debtor's Chapter 11 Plan of Liquidation should be confirmed
pursuant to Section 1129(a) and 1129(b) of the Bankruptcy Code.

Creditors in Class 1 - Priority Non-Tax Claims, Class 2 - Secured
Claims and class 3 General Unsecured Claims overwhelmingly voted
in favor of the Plan.  Only Class 4 - General Unsecured Rejection
Claims voted to reject the Plan.

According to Mr. Burgess, the Debtor has met the statutory
requirements necessary to confirm a Plan pursuant to Section 1129
of the Bankruptcy Code:  

A. Pursuant to Section 1129(A)(1), the Plan properly classified
   claims.  There was no intent or attempt by the Debtor to
   "gerrymander" votes as alleged.  Unsecured Claims arising from
   the rejection of unexpired leases, and executory contracts
   were classified separately because (i) the Debtor rejected
   several hundred executory contracts and leases; and (ii) at
   the time the Plan was filed, the Debtor anticipated that the
   majority of the Claims would be overstated and subject to
   substantial claims litigation.

   The Plan has complied with Section 1123(a) because it (i)
   establishes and identifies Classes of Claims and Equity
   Interests; (ii) expressly specifies which Classes are
   unimpaired; (iii) identifies the treatment of each impaired
   Class; (iv) it provides that each holder of an Allowed Claim
   in each Class receives the same type of distribution on its
   Claim as other holders of Claims in that same Class; (v)
   provides for adequate means for its implementation, including
   the appointment of the Advisory Board, the Liquidating and
   Litigation Trustees, among others; and the selection of
   individuals proposed to serve as Advisory Board members,
   Litigation Trustee and Liquidation Trustee, is consistent with
   public policy and sound business judgment.

B. The Debtor has complied with the requirements of Section
   1129(a)(2) because the Disclosure Statement contains adequate
   information to enable the parties entitled to vote to make an
   informed judgment about the Plan.  Meanwhile, in accordance
   with Section 1125, the Disclosure Statement, Plan, Ballots,
   notices and other documents were duly served.

C. The Debtor has met the requirements of Section 1129(a)(3) by  
   retaining qualified professionals to preserve its assets, file
   the Chapter 11 case, and propose a Liquidation Plan, which is  
   designed to preserve, liquidate and distribute all its assets
   for the benefit of creditors without unfairly discriminating
   against any creditor.

D. Pursuant to Section 1129(a)(4), the Plan provides that all
   fees paid or to be paid in connection with the bankruptcy case
   and the Plan are subject to Court approval, including payment
   or reimbursement of expenses for professional services
   rendered through the Confirmation Date.  The Plan provides
   that the Debtor will not make final payments for fees, costs,
   or expenses arising on or before the Confirmation Date unless
   authorized by the Court.

E. The Plan has disclosed the identity and affiliations of all
   persons proposed to serve as Liquidating Trustee, Litigation
   Trustee and Advisory Board members, pursuant to Section
   1129(a)(5).

F. Section 1129(a)(6) -- which requires that "[a]ny governmental
   regulatory commission with jurisdiction, after confirmation of
   the plan, over the rates of the debtor has approved any rate
   change provided for in the plan, or such rate change is     
   expressly conditioned on such approval" -- is not applicable
   because the Plan does not propose or provide for any rate
   changes subject to governmental regulation.

G. The Plan has satisfied the requirements of Section 1129(a)(7)
   because based on the liquidation analysis, the recoveries to
   be realized by creditors under the Plan exceed what creditors
   likely would receive under a Chapter 7 liquidation.             
   In addition, the Plan was overwhelmingly accepted by Class 1,
   Class 2, Class 3, and Class 8, proving that the creditors
   believe that the Plan is a far better alternative than a
   Chapter 7 Liquidation.  

H. Section 1129(a)(8) requires that each class of claims or
   interests under a plan has either accepted the plan or is not
   impaired under the plan.

   The Debtor has failed to meet this provision since Class 4
   rejected the Plan while the holders of Class 9 Equity Security
   Interests will receive no distribution and are deemed to
   reject the Plan.  However, the Plan may be confirmed pursuant
   to Section 1129(b).

   Under Section 1129(b)(1)'s "cramdown" provision, upon the
   request of the plan proponent, the plan may be confirmed if
   it does not discriminate unfairly, and is fair and equitable,
   with respect to each class of claims or interests that is
   impaired under, and has not accepted, the plan.

I. Pursuant to Section 1129(a)(9), the Plan provides that all
   Priority Tax Claims will be paid the Allowed amount of their
   claims in full on the Effective Date.  Although the Plan
   provides that the Class 1 Priority Non-Tax Claims may be paid
   over time with interest at the rate of 5% per annum, Class 1
   has accepted the Plan and, therefore, consented to the
   treatment.

J. The Plan has satisfied the requirement of Section 1129(a)(10)
   because Classes 1,2,3, and 8 are all impaired and the holders
   of claims under these Classes voted to accept the Plan.

K. The Plan contemplates the preservation, liquidation, and
   distribution of all the Debtor's assets to creditors, and
   adequately provides the means for liquidation.  The Plan is
   therefore feasible and has satisfied Section 1129(a)(11).

L. The Plan complies with Section 1129(a)(12) by providing for
   the payment of all statutory fees on or before the Effective
   Date.

M. The Plan has satisfied Section 1129(a)(13) because
the                                      
   Debtor did not provide any retiree benefits to their current
   or former employees prepetition.

Accordingly, the Debtor asks the Court to (i) confirm the Plan as
proposed, including its amendments; (ii) approve all plan
stipulations submitted by the Debtor through the confirmation
order; and (iii) overrule any remaining objections to the Plan.

                Debtor Wants Objections Overruled

First Magnus asks the Court to overrule all remaining objections
to the proposed confirmation of the Plan.

The creditors that objected to the Plan confirmation include WNS
North America, Inc., WC Partner, Wells Fargo Funding, Inc., the
Pima County Treasurer, the Maricopa County Treasurer and certain
Claimants under the Worker Adjustment and Retraining Notification
(WARN) Act.  

According to Mr. Burgess, the arguments raised by WNS deserve to
be overruled.  With respect to WNS' allegation that the Plan
improperly discriminates against the holders of disputed claims,
Mr. Burgess  points out that the disputed claims, if ever these
become allowed  claims, will be paid from the appropriate
reserves in the Dividend Fund to be created by the Liquidating
Trustee.

"The Debtor has agreed to amend the definition of disputed claim
under the Plan so that the undisputed portion of the claim will  
be treated as an allowed claim," Mr. Burgess states.  

Mr. Burgess also dismisses the allegation by WNS that the Debtor
attempted to gerrymander votes in favor of the Plan by separating  
the unsecured rejection claims (Class 4) from the general
unsecured claims  (Class 3), saying that the rejection claims
should be classified separately  since the Debtor anticipated
substantial litigation regarding the claims.

"Whether or not the votes in Classes 3 and 4 of the Plan are
tallied separately or together, the Plan has been accepted
overwhelmingly by the creditors.  Because the treatment of Claims
in Classes 3 and 4 is identical, the Plan does not discriminate
against claims in either Class," Mr. Burgess argues.

Mr. Burgess further says that the selection of the proposed
Liquidating and Litigation Trustees, and Advisory Board members
was consistent with the interests of creditors and the provisions
of the Bankruptcy Code.

"The evidence will show, among other things, that the Plan was
proposed in good faith, is feasible, does not discriminate
unfairly against any creditor or Class of creditors, is fair and
equitable, and is in the best interests of creditors," Mr.
Burgess points out.

Meanwhile, to answer WC Partner's allegations, the Debtor will
clarify through the confirmation order that (i) all its assets
existing on the Effective Date will be transferred to the
Liquidating Trust; (ii) there is no need for the creditor to file
a second proof of claim to the extent a creditor already has
filed a proof of claim with respect to an executory contract or
unexpired lease rejected before the Confirmation Date; and (iii)
nothing in the Plan results in a discharge of the Debtor or any
other person for claims arising prepetition.

"The evidence, including the liquidation analysis, will show that
the Debtor does not have a positive net worth or sufficient
assets to pay all the creditor's claims in full, Mr. Burgess
says, in response to WC Partner's contention that the Debtor has
a positive net worth or that all of its assets are not being
liquidated under the Plan.  He adds that there is no merit to the
suggestion that less than all of the Debtor's assets are being
liquidated and distributed to creditors under the Plan.

Meanwhile, the Debtor disputes liability to any existing or
future claimants under the WARN Act.  The Debtor says, however,
that pending the adjudication of their alleged claims, it is
anticipated that the Liquidating Trustee will reserve an
appropriate amount to pay the disputed claims if ever they become
allowed claims.

As regards the objections filed by the two Treasurers and Wells
Fargo, the Debtor says that it has resolved the objections by
agreeing to:

     (a) clarify through the confirmation order that the Debtor
         will not receive a discharge upon entry  of the
         confirmation order, and that nothing in the Plan, will
         result in a discharge of any other person for claims
         arising prepetition;

     (b) amend the Plan, through the confirmation order, to
         provide that the holders of Allowed Priority Tax Claims
         and Secured Tax Claims under Sections 4.2 and 5.1 of the
         Plan will receive interest; and

     (c) clarify through the confirmation order that funds in the
         Hold Account will not be used to pay Allowed Claims
         until the Court determines the interests, if any, of
         Secured Creditors, Repo Participants, and other parties
         in interest to cash in the Hold Account pursuant to
         Section 9.3.6 of the 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
commenced on Feb. 7, 2008.  (First Magnus Bankruptcy News;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


FLEXTRONICS INT'L: To Purchase FRIWO Mobile Business from CEAG AG
-----------------------------------------------------------------
Flextronics International Ltd. plans to acquire the FRIWO Mobile
Power business unit of CEAG AG.  The transaction is subject to
regulatory approvals and other customary closing conditions and is
expected to close during Flextronics' first quarter ending
June 30, 2008.

FMP will become part of Flextronics'components business unit Vista
Point Technologies, which designs, builds and markets refined
microsystems for end users, including camera modules, antennas,
radio frequency modules, and thin film transistor displays and
power supplies.

Flextronics will support CEAG's remaining business unit, FRIWO
Power Solutions, through an EMS partnership whereby the Vista
Point Technologies business unit will provide manufacturing
requirements for FPS that are currently managed by FMP, which
operates three manufacturing facilities in China and R&D centers
in Germany and China.

"This acquisition will significantly expand our capabilities in
the area of low power AC/DC power supplies and will establish us
as one of the top two mobile charger suppliers worldwide," said
Bob Roohparvar, president of Vista Point Technologies.   

"Additionally, this acquisition will add significant relationships
with leading mobile phone OEMs, will strengthen our vertical
integration capabilities through the addition of magnetic
manufacturing and cable assembly and will add three power supply
manufacturing facilities to our current Dongguan location," added
Mr. Roohparvar.  "This is a strategic acquisition that is
synergistic with our power supplies strategy and we look forward
to bringing the FMP team onboard with our business unit."

"This transaction fits our acquisition strategy perfectly, which
is to add various component technologies and be the number one or
two global supplier for each of the component technologies we
offer," Mike McNamara, chief executive officer of Flextronics,
said.  "In relation to Flextronics, these types of acquisitions
are typically small, as is the case with FMP.  The acquisition
price is approximately $85 million for which we will be acquiring
annual revenues of approximately $375 million at slightly higher
than corporate average operating margins."

               About FRIWO Mobile Power and CEAG AG

Headquartered in Ostbevern, Germany, CEAG AG (FRA:CEA) --
http://www.ceag-ag.com/-- is a producer of small power supplies  
and chargers.  It is the holding company for the FRIWO Group.  Its
products are also used in medical applications, including
wheelchairs, blood transfusion pumps; power tools and home
technology, such as screwdrivers and vacuum cleaners, and
industrial automation, including locking and security technology
and industrial vehicles.

FRIWO Mobile Power is business unit of CEAG AG.  FMP develops,
produces and markets power supply and charging devices for mobile
applications in the telecommunications sector.  

                       About Flextronics

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an
Electronics Manufacturing Services provider focused on
delivering design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in over 30 countries on four
continents including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                          *     *     *

Flextronics International Ltd. continues to carry Moody's
"Ba1" probability of default and long-term corporate family
ratings with a negative outlook.  

The company also carries Standard & Poor's "BB+" long-term
local and foreign issuer credit ratings with a negative
outlook.


FORTUNOFF: Wants Court's OK for FTI Consulting as Crisis Manager
----------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York for authority to hire FTI Consulting Inc., as their
crisis manager, pursuant to the terms of an engagement letter,
dated Feb. 1, 2008.

The Debtors have determined that the size of their business
operations, and the complexity of the financial difficulties
related to large scope operations, require them to employ an
experienced crisis manager in connection with their Chapter 11
cases, Arnold Orlick, chief executive officer of Fortunoff Fine
Jewelry & Silverware LLC, tells the Court.  

According to Mr. Orlick, the Debtors retained FTI Consulting to
provide them with crisis management services, in connection with
contingency planning and restructuring efforts.  Since then,
Mr. Orlick notes, FTI Consulting has developed an extensive
knowledge of the Debtors' business, operations and financial
condition.

Mr. Orlick tells the Court that the Debtors have selected FTI
Consulting as their crisis manager, because of the firm's diverse
experience, knowledge and reputation in the restructuring field.

FTI is a leading advisor to companies, as well as creditors, in
large, complex and high profile restructurings and bankruptcies,
Mr. Orlick notes.  The firm possesses the largest turnaround
practice in the United States, with clients that include
companies, creditors, corporate parents and financial sponsors,
as well as acquirers of troubled assets.  

As the Debtors' Crisis Manager, FTI Consulting will:

   -- assist the Debtors in the preparation of a rolling 13-week
      cash forecast to be used to evaluate and project liquidity
      needs;

   -- advise and assist the Debtors in its review of existing and
      proposed systems and controls, including but not limited
      to, cash management;

   -- assist the Debtors in the marketing of its assets to bulk
      inventory disposition firms and other parties interested in
      the assets including coordinating a "363 sale process",
      contacting potential buyers, facilitating due diligence
      requests, negotiating asset purchase agreements and
      conducting a final auction;

   -- advise and assist the Debtors in developing and negotiating
      any plan of reorganization scenarios, 363 sales or other
      potential transactions including, as necessary, certain
      information to be included in the Debtors' disclosure
      statement;

   -- advise and assist the Debtors in the process of identifying
      and reviewing debtor-in-possession financing;

   -- assist the Debtors in preparing collateral packages in
      support of DIP financing;

   -- advise and assist the Debtors in their preparation,
      analysis and monitoring of historical, current and
      projected financial affairs, including without limitation,
      if necessary, schedules of assets and liabilities,
      statements of financial affairs, periodic operating
      reports, analyses of cash receipts and disbursements,
      analyses of cash flow forecasts, analyses of various asset
      and liability accounts, analyses of any unusual or
      significant transactions between themselves and any other
      entities, and analyses of proposed restructuring
      transactions;

   -- assist the Debtors in the valuation of businesses, and in
      the preparation of a liquidation valuation for a
      reorganization plan and disclosure purposes;

   -- advise and assist the Debtors in their assessment of any
      bonus, incentive or severance plans;

   -- advise and assist the Debtors in reviewing executory
      contracts, and providing recommendations to assume or
      reject;

   -- advise and assist the Debtors in reviewing and evaluating
      the claims process;

   -- advise and assist the Debtors regarding various
      reorganization tax issues, including calculating net
      operating loss carryforwards, and the tax consequences of
      any proposed plans of reorganization;

   -- attend meetings and Court hearings as may be required as
      financial advisors and restructuring accountants to the
      Debtors;

   -- render expert testimony and litigation support services, as
      requested from time to time by the Debtors;

   -- advise and assist the Debtors in identifying or reviewing
      preference payments, fraudulent conveyances and other
      causes of action; and

   -- assist with any other accounting and financial advisory
      services as requested by the Debtors or their board of
      directors.

FTI Consulting will submit monthly invoices to the Debtors based
on the actual hours incurred at their customary hourly rates,
plus reimbursement of actual necessary expenses incurred by the
firm.  FTI Consulting hourly rates are:

      Professional                         Hourly Rate
      ------------                         -----------
      Senior Managing Directors           $650 to $715
      Directors/Managing Directors        $475 to $620
      Consultants/Senior Consultants      $235 to $440
      Administrative/Paraprofessionals    $100 to $190

Mr. Orlick notes that FTI Consulting is not being employed as a
professional under Section 327 of the Bankruptcy Code, so it will
not be submitting quarterly fee applications.  Instead, FTI
Consulting will submit to the Court quarterly records of the
compensation it has been paid by the Debtors, at the same time
that professionals retained under Section 327 will file its
applications for allowance of interim compensation.

FTI Consulting employees serving as officers of the Debtors will
be entitled to receive whatever indemnities are made available,
during the term of the firm's engagement.

Mr. Orlick tells the Court that on Jan. 24, 2008. the Debtors
forwarded to FTI $150,000.  Subsequently, the Debtors provided
the firm an additional $300,000.  All the funds are held "on
account" to be applied to FTI Consulting's professional fees,
charges and disbursements, Mr. Orlick tells Judge Peck.  As of
the bankruptcy filing, the unused portion, if any, of the Initial
Cash on Account will be reconciled and applied to any unpaid
prepetition fees, charges and disbursements.  FTI Consulting will
then hold any portion of the Initial Cash on Account not
otherwise properly applied, for the payment of any unpaid pre-
filing fees, charges and disbursements as on account cash, to be
applied to FTI's final invoice.

Robert J. Duffy, senior managing director of FTI Consulting,
assures the Court that his firm is a "disinterested person" as
that phrase is defined in Section 101(14) of the Bankruptcy Code,
as modified by Section 1107(b).

The firm can be reached at:

             FTI Consulting Inc.
             FTI New York Office
             3 Times Square, 11th Floor
             New York, NY 10036
             Tel: (212) 247-1010
             Fax: (212) 841-9350
             http://www.fticonsulting.com/

                        About Fortunoff

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


FORTUNOFF: Seeks Approval to Hire Logan & Company as Claims Agent
-----------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York for authority to hire Logan & Company, Inc., as their
claims, noticing, and balloting agent.

Logan is a data processing firm that specializes in Chapter 11
administration, consulting and analysis, noticing, claims
processing, voting and other administrative tasks in bankruptcy
proceedings.

According to Arnold Orlick, chief executive officer of Source
Financing Corp., the Debtors have thousands of creditors to whom
certain notices, including notice of the Chapter 11 cases, will
be sent.  The size of the Debtors' creditor body makes it
impracticable for the Debtors to, without assistance, undertake
the task of sending notices to creditors and other
parties-in-interest, Mr. Orlick contends.

In view of the number of anticipated claimants and the complexity
of the Debtors' business, Mr. Orlick submits that the appointment
of a claims, noticing and balloting agent is the most effective
and efficient manner by which to give notice and provide
solicitation services.  

The Debtors believe Logan's assistance will expedite service of
notices, streamline the claims administration process and permit
the Debtors to focus on their reorganization efforts, Mr. Orlick
maintains.  He also notes that by appointing Logan, the
Bankruptcy Clerk's office will be relieved of the administrative
burden of processing what may be an overwhelming number of
claims.

As the Debtors' Noticing and Claims Agent, Logan is expect to:

   (1) notify all potential creditors of the filing of the
       Debtors' bankruptcy petitions, and of the setting of the
       first meeting of creditors, pursuant to Section 341(a) of
       the Bankruptcy Code;

   (2) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amounts owed
       thereto;

   (3) notify all potential creditors of the existence and amount
       of their claims as evidenced by the Debtors' books and
       records, and as set forth in the Schedules;

   (4) furnish a notice of the last date for the filing of proofs
       of claim -- and a form for the filing of a proof of claim
       -- after a notice and form are approved by the Court;

   (5) within 10 days of service, file an affidavit or
       certificate of service with a copy of the notice, a list
       of persons to whom it was mailed, and the date the notice
       was mailed;

   (6) docket all claims received by the Bankruptcy Clerk's
       office, maintain official claims registers for each Debtor
       on behalf of the Clerk, and provide the Court with
       certified duplicate, unofficial Claims Registers on a
       monthly basis, unless otherwise directed;

   (7) specify, in the applicable Claims Register, information
       for each claim docketed, including (a) the claim number
       assigned, (b) the date received, (c) the name and address
       of the claimant and, if applicable, the agent who filed
       the claim, and (d) the classifications of the claim;

   (8) relocate all of the actual proofs of claim filed from the
       Court to Logan not less than weekly;

   (9) record all transfers of claims and provide any notices of
       any transfers required by Rule 3001(e) of the Federal
       Rules of Bankruptcy Procedure;

  (10) make changes in the Claims Registers pursuant to orders of
       the Court;

  (11) upon completion of the docketing process for all claims
       received to date by the Court, turn over to the Court,
       copies of the Claims Registers for the Clerk's review;

  (12) provide access to the public for examination of copies of
       the proofs of claim, or proofs of interest, filed in the
       Debtors' bankruptcy cases without charge during regular
       business hours;

  (13) maintain an official mailing list for each Debtor of all
       entities that have filed a proof of claim, which will be
       available upon reasonable request by a party-in-interest
       or the Court;

  (14) assist with, among other things, solicitation and
       calculation of votes and distribution as required in
       furtherance of confirmation of plans of reorganization;

  (15) at the close of the case, box and transport all original
       documents, in proper format, as provided by the Court, to
       the Federal Archives Record Administration.

Mr. Orlick tells the Court that the Debtors have reviewed at
least three engagement proposals from other Court-approved claims
agents to ensure selection through a competitive process.  Among
the proposals, he says that Logan provide the most effective and
efficient service as claims agent for the Debtors' banktupcy
cases.  

Logan has assisted and advised numerous Chapter 11 debtors in
connection with noticing, claims administration and
reconciliation and administration of plan votes, Mr. Orlick
notes.

The Debtors propose to compensate Logan on a monthly basis and to
reimburse Logan for all reasonable and necessary expenses it may
incur, upon the presentation of appropriate documentation.

The Debtors also propose that, in the event that their Chapter 11
cases will be converted Chapter 7, Logan will continue to be paid
for its services until the claims filed in the Chapter 11 cases
have been processed completely.  If claims agent representation
is necessary in the converted Chapter 7 cases, Mr. Orlick says
that Logan will continue to be paid in accordance with Section
156(c) of the Bankruptcy Code.

Kathleen M. Logan, president of Logan, assures the Court that  
her firm is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b).

The firm can be reached at:

             Logan & Company, Inc.
             546 Valley Road
             Upper Montclair, New Jersey 07043
             Tel: (973) 509-3190
             Fax: (973) 509-3191
             http://www.loganandco.com/

                        About Fortunoff

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


FORTUNOFF: Wants to Pay Prepetition Wages and Benefits to Workers
-----------------------------------------------------------------
Sally McDonald Henry, Esq., at Skadden Arps Slate Meagher & Flom
LLP, in New York, proposed counsel for Fortunoff Fine Jewelry and
Silverware LLC and its debtor-affiliates, relates that the
Debtors' employees perform a variety of critical functions, which
are essential to the effective reorganization of the Debtors'
business.

The Debtors employ 2,400 employees, majority of whom are full
time personnel.  Roughly 86% of all Employees are hourly wage
earners, and 14% are salaried personnel.

The average monthly payroll for the Employees in a typical, non-
Chirstmas season month, is $7,700,000, including payroll taxes.  
The Debtors estimate that as of Jan. 31, 2008, there are accrued
but unpaid payroll amounts for:

   * $520,000, including payroll taxes, for Salaried Employees;
     and

   * $571,000, including payroll taxes for Hourly Employees.

There is also approximately $730,000, including payroll taxes, in
unpaid commissions for Salaried Employees, Mr. Henry notes.  

Moreover, the Debtors have not paid certain amounts that they are
required by law to withhold from employee paychecks, like social
security and taxes.

Hence, the Debtors sought and obtained the U.S. Bankruptcy Court
for the Southern District of New York's authority, on an interim
basis, to:

   -- pay prepetition wages, salaries, and employee benefits;

   -- continue the Debtors' employee benefit programs in
      the ordinary course of business;

   -- to pay all fees and costs to third-party administrators,
      temporary employment agencies and temporary employees.

The Debtors also ask the Court to direct all banks to honor
prepetition checks for payment of prepetition employee
obligations and prohibit banks from placing any holds on, or
attempting to reverse any automatic transfers to any account of
an employee or other parties of prepetition employee obligations.

The Debtors' other prepetition employee obligations are:

A. Vacation Time, Overtime Pays, and Paid Holidays  

   Employees are eligible to accrue paid vacation, sick days,
   holidays and personal days after certain periods of
   employment.  The Debtors anticipate their employees to utilize
   any accrued vacation time in the ordinary course of business
   without resulting in any material cash flow requirements
   beyond the Debtors' normal payroll obligations.

B. Employee Benefits

   The Debtors provide a number of Employees and their dependents
   with benefit plans, including medical, dental, vision, short
   and long-term disability plans.  Employees are also provided
   with life and accidental death insurance.  There are no
   outstanding administrative fees and claims under the Medical,
   Dental and Vision Plans.

C. 401(k) Plam

   The Debtors' eligible employees may annually contribute 20% of
   their pre-tax compensation for investmenr in a 401(k) Plan
   managed by Wachovia Bank.  On average, the Debtors withhold
   approximately $94,000 every week for Employees participating
   in the 401(k) Plan.

D. Workers' Compensation

   Ms. Henry notes that failure to maintain workers' compensation
   in various states in which the Debtors do business could
   result in administrative or legal proceedings against the
   Debtors.  Thus, the Debtors maintain a workers' compensation
   insurance program administered by Chubb Insurance.

   As of Jan. 31, 2008, the Debtors' balance for premiums and
   working capital for Chubb Insurance's administrations of the    
   Workers' Compensation Plan is $157,000.  

   The Debtors need to continue paying the premiums in order to
   avoid costly legal proceedings, Ms. Henry asserts.  The
   Debtors have also reserved $1,500,000, for 50 pending workers'   
   compensation claims.

E. Other Benefits

   The Debtors also offer Employees tuition reimbursement,
   referral fees, and store discounts.  Ms. Henry says that the
   programs maintain Employee morale and help retain the
   workforce. The Debtors assert that failing to honor the
   Programs would have an adverse effect on the Employees.

F. Social Security, Income taxes and Other Withholding
  
   Withheld funds, to the extent that they remain in the Debtors'
   possession, constitute money held in trust and are not the
   Debtors' property.

Sections 507(a)(4) and 507(a)(5) of the Bankruptcy Code require
that certain claims for prepetition wages, salaries, commissions,
vacation, sick leave and employee benefit contributions be
accorded priority in payment not to exceed $10,950 for each
employee.  

Because of the number of Employees and some amounts are unknown
pending submission of claims, the Debtors do not know the exact
amount due to the Employees for the prepetition period, Ms. Henry
says.  However, an overwhelming majority are owed under the
$10,950 cap, Ms. Henry avers.  

The Debtors' banks are authorized to receive, process, honor and
pay all pre- and postpetition checks and fund transfers on
account of the Prepetition Employee Obligations that had not been
honored and paid as of the bankruptcy filing, provided that
sufficient funds are on deposit in the applicable accounts to
cover payments.

The Banks are prohibited from placing any holds on, or attempting
to reverse, any automatic transfers to any account of an Employee
or other party for Prepetition Employee Obligations, provided
that sufficient funds are on deposit in the applicable accounts
to cover transfers.

The Debtors are authorized to pay any and all withholding,
including social security, FICA, federal and state income taxes,
garnishments, health care payments, retirement fund withholding
and other types of withholding, whether related to the period
prior to the date of the Debtors' Chapter 11 filings or
subsequent thereto.  Any party receiving payment from the Debtors
is authorized and directed to rely upon the representations of
the Debtors as to which payments are authorized by the Court's
order.

The Debtors sought the Court's permission to reimburse their
Employees for certain business expenses, including travel,
lodging, professional seminars, and conventions.  However, Judge
Peck has not given them the authority to do so.  Ms. Henry
disclosed that the Debtors have an estimated $28,000 in
prepetition Reimbursable Expenses outstanding.

A final hearing on the Debtors' request and to particularly
consider payment of prepetition employee expense obligations,
will be held on Feb. 28, 2008.

                        About Fortunoff

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


GEORGE LANNING: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George Lanning
        8923 Sunset Boulevard
        Los Angeles, California 90069

Joint Debtor: Nansee Lanning
              139 North Le Doux
              Beverly Hills, California 90211

Bankruptcy Case No.: 08-11578

Chapter 11 Petition Date: February 6, 2008

Court: Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Boulevard Ste. 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $10,000,001 to $50 million

Estimated Debts: $10,000,001 to $50 million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Charles Girard Construction      Vendor            $100,000
ATTN: Charles Girard
3748 Green Gable Drive
Tarzana, CA 91356

The Piken Company                                  $62,000
12725 Ventura Boulevard
Suite A
Studio City, CA 91604

Red's Iron                                         $30,000
26000 Springbrook Avenue
#202
Saugus, CA 91350

Transamerica Landscaping         trade debt        $12,000

CEED Security                    vendor            $11,000

Julias Bognas                                      $6,000

GM Mastercard                    credit card debt  $5,500

WAMU Mastercard                  credit card       $5,000

Peter Endley                                       $4,950

A & A Quick Cool                 vendor            $3,500

Bloomingdales                    credit card debt  $3,496

Frank's Hauling                  vendor            $3,100

Nordstrom Visa                   credit card debt  $2,500

Mobil Processing Center          credit card debt  $2,239

Victoria's Secret Angel VIP      credit card debt  $1,747

Dr. Arthur Nordon                professional      $1,700
                                 service

Macy's                           credit card debt  $1,097

Gevork Consulting                professional      $750
                                 service

SAKS 5th Avenue                  credit card debt  $737


HCA INC: Commences Tender Offer to Purchase $500 Million of Debt
----------------------------------------------------------------
HCA Inc. has commenced a cash tender offer to purchase up to
$500 million of aggregate principal amount of its outstanding
debt.  The series of debt securities that are the subject of the
tender offer are:

   -- CUSIP Number: 404119AA7     
      Title of Security: 8.750% Notes due 2010    
      Aggregate Principal Amount Outstanding: $691,170,000     
      Maximup Tender Cap:  $200,000,000
      Acceptance Priority Level: 1              
      Early Tender Premium per $1,000 Principal Amount:
$30.00               
      Total Consideration Per $1,000 Principal Amount: $1,015.00

   -- CUSIP Number: 404119AC3    
      Title of Security: 7.875% Notes due 2011    
      Aggregate Principal Amount Outstanding:
$475,820,000                
      Maximup Tender Cap: --
      Acceptance Priority Level:  2              
      Early Tender Premium per $1,000 Principal Amount:
$30.00                 
      Total Consideration Per $1,000 Principal Amount: $995.00

   -- CUSIP Number: 404119AE9     
      Title of Security:  6.950% Notes due 2012    
      Aggregate Principal Amount Outstanding:
$500,000,000                
      Maximup Tender Cap: --
      Acceptance Priority Level:  2              
      Early Tender Premium per $1,000 Principal Amount:
$30.00                
      Total Consideration Per $1,000 Principal Amount: $957.50

The amounts of each series of Notes that are purchased in the
tender offer will be determined in accordance with the "Acceptance
Priority Level", subject to the maximum aggregate principal amount
of all Notes that may be purchased in the tender offer of
$500 million and the maximum aggregate principal amount of
8.750% Notes due 2010 of $200,000,000.

Subject to the terms and condition of the tender offer, First
Priority Notes validly tendered, and not validly withdrawn, in the
tender offer in a principal amount equal to the Maximum Tender Cap
will be accepted for purchase before any tendered 7.875% Notes due
2011 or any 6.950% Notes due 2012 are accepted.

Subject to the terms and condition of the tender offer, Second
Priority Notes validly tendered, and not validly withdrawn, in the
tender offer will be accepted for purchase up to a principal
amount, that together with the Principal Amount of First Priority
Notes accepted for purchase, is equal to the Maximum Tender Offer
Amount.

Notes at each Acceptance Priority Level accepted for purchase in
accordance with the terms and conditions of the tender offer may
be subject to proration so that the company will only accept for
purchase First Priority Notes having an aggregate principal amount
equal to the Maximum Tender Cap and Second Priority Notes in an
aggregate principal amount, together with the First Priority Notes
accepted for purchase, equal to the Maximum Tender Offer Amount.

Because the Acceptance Priority Level for all Second Priority
Notes is the same, all Second Priority Notes validly tendered and
not validly withdrawn will be subject to the same proration pool
in the event that the tender offer is oversubscribed.

The tender offer will expire at 12:00 midnight, New York City
time, on March 6, 2008, unless extended.  Holders of Notes must
validly tender and not validly withdraw their Notes on or before
the early tender date, which is 5:00 p.m., New York City time, on
Feb. 21, 2008, unless extended, in order to be eligible to receive
the applicable total consideration specified in the table above.

Holders of Notes who validly tender their Notes after the early
tender date and on or before the expiration date and whose notes
are accepted for purchase will receive the applicable tender offer
consideration, namely the total consideration less the early
tender premium of $30 per $1,000 principal amount of Notes.

In addition to the applicable total consideration or tender offer
consideration, as the case may be, accrued and unpaid interest up
to, but not including, the settlement date will be paid in cash on
all validly tendered notes accepted for purchase in the tender
offer.  The payment date for the tender offer will be the third
business day after the expiration date and is expected to be
March 11, 2008.

Holders of notes subject to the tender offer who validly tender
their Notes on or before 5:00 p.m., New York City time, on
Feb. 21, 2008, may withdraw their Notes on or prior to the
withdrawal date but not thereafter except in the limited
circumstances described in the Offer to Purchase.

Holders of Notes subject to the tender offer who validly tender
their Notes after the withdrawal date but on or before the
expiration date may not withdraw their Notes except in the limited
circumstances described in the Offer to Purchase.

The company intends to finance the purchase of the Notes in the
tender offer with borrowings under its revolving credit
facilities.

Citi is acting as dealer manager for the tender offer.  The
information agent and depositary for the tender offer is Global
Bondholders Services Corporation.  

Persons with questions regarding the tender offer should contact
Citi at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
Requests for copies of the Offer to Purchase and Letter of
Transmittal should be directed to Global Bondholders Services
Corporation at (212) 430-3774 or (866) 470-4200 (toll-free).

                          About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc. --
http://www.hcahealthcare.com/-- is a diversified investor-owned  
health care services provider in the United States.  As of Dec.31,
2007, the company operated 169 hospitals and 108 freestanding
surgery centers in 20 states and England, including eight
hospitals and nine freestanding surgery centers operated through
equity method joint ventures.

                           *     *     *

Moody's Investor Service placed HCA Inc.'s long term corporate
family rating at 'B2' in November 2006.  The rating still holds
today.


HEALTHSPORT INC: Elects Robert Kusher as Chief Executive Officer
----------------------------------------------------------------
HealthSport Inc. has appointed Robert Kusher as chief executive
officer.  Mr. Kusher's appointment is effective immediately, but
he will not assume the full-time daily duties until March 1, 2008.

Mr. Kusher possesses more than 20 years of experience in the
pharmaceutical and medical device fields, serving as Logimedix'
chief executive officer, and he is hoping to expand the c ompany's
horizons as it establishes collaborative partnerships to deliver
nutraceuticals, over-the-counter products and prescription drugs
using HealthSport's patented thin film delivery technology.

"I am excited to join the team at HealthSport and to create new
opportunities to leverage the company's unique intellectual
property," Robert Kusher, CEO, HealthSport Inc., stated.  "The
company's bi-layer strips provide a host of clinical and economic
advantages over traditional drug delivery systems and, in the
future, will become the preferred dosage form for a wide variety
of drugs.   The company's initial product offerings have been well
received by consumers and clinicians alike, and we will continue
to build upon this platform to assist the medical community at
large and create value for our shareholders."

Headquartered in Tulsa, Oklahoma, HealthSport Inc. (OTC BB:
HSPO.OB) -- http://www.healthsportinc.com/-- is a developer,  
manufacturer and marketer of proprietary branded and private label
edible film strip nutritional supplements and over-the-counter
drugs.  The company owns two subsidiaries - Enlyten Inc. and
InnoZen Inc. Enlyten was created to market and distribute
HealthSport's products.  InnoZen -- http://www.innozen.com/-- is  
the developer, formulator, and manufacturer of edible film strips
that deliver drug actives through buccal absorption.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 7, 2007,
The company had working capital of $1.1 million and had incurred
losses of $3 million and $6.9 million during the three and nine
months ended Sept. 30, 2007.  In addition, the company had
revenues of $155,607 and $244,214 during the three and nine months
ended Sept. 30, 2007.  The company began sales of two new
products in the fourth quarter, FIX STRIPS(TM) and a lower dose
electrolyte strip for children.  However, while the company
expects substantial sales growth from these and its other
products, it is unlikely sales will generate sufficient cash flow
to fund the development of business, projected operating expenses
and commitments before 2008.

These conditions raise substantial doubt about the company's
ability to continue as a going concern.


HOVNANIAN ENTERPRISES: Waivers of Compliance Last Until March 14
----------------------------------------------------------------
Hovnanian Enterprises Inc. has obtained waivers of compliance,
effective Jan. 31, 2008, with the consolidated tangible net worth,
fixed charge coverage ratio and leverage ratio covenants under its
revolving credit agreement.  The waivers will expire on March 14,
2008.  

Hovnanian related that there can be no assurances, however, it
entered into an amended credit agreement prior to the expiration
of the waivers.   

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Fitch Ratings has downgraded Hovnanian Enterprises Inc.'s Issuer
default rating and outstanding debt ratings as: (i) IDR to 'B-'
from 'BB-'; (ii) senior unsecured notes to 'B-/RR4' from 'BB-';
(iii) insecured bank credit facility to 'B-/RR4' from 'BB-';
(iv) senior subordinated notes to 'CCC/RR6' from 'B'; and
(v) series A perpetual preferred stock to 'CCC-/RR6' from 'B-'.
Fitch has also placed HOV on rating watch negative.


IMPERIAL SUGAR: Halts Operations After Sugar Refinery Fire
----------------------------------------------------------
One of Imperial Sugar Company's refineries located in Port
Wentworth, Georgia, blew up in flames Thursday night.  At least
five people were reported to have died, and scores were injured.

Cause of the explosion remains unknown.  Sugar refining operations
at Port Wentworth facility represent more than 50% of Imperial
Sugar's revenues.  Imperial may or may not be adequately insured
for the loss.

According to MarketWatch, reports quoted John Sheptor, Imperial
Sugar's president and CEO, as saying sugar dust in a silo probably
ignited like gunpowder.  Sugar dust can be combustible if it's too
dry and builds up a static electric charge, MarketWatch says,
citing an Associated Press report.

"We are all concerned for the welfare of our associates and our
thoughts and prayers are with them and their families this
evening," Mr. Sheptor said.  "We are grateful for the superb
response by the local emergency agencies to this tragic event."

The extent of damage to the refinery is under investigation and
the length of time it will be closed is currently unknown, the
Company said in a news statement.

The Company met with employees and their families Sunday.  Reports
say the Company will be setting up a fund for the affected
workers.

The Company will provide more information as it becomes available,
according to the statement.

Imperial Sugar Company -- http://www.imperialsugar.com/-- is one  
of the largest processors and marketers of refined sugar in the
United States to food manufacturers, retail grocers and
foodservice distributors.  The Company markets products nationally
under the Imperial(R), Dixie Crystals(R) and Holly(R) brands.


INGEAR CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: InGear Corp.
        650 Lake Cook Road
        Buffalo Grove, IL 60089

Bankruptcy Case No.: 08-02824

Type of Business: The Debtor manufactures leather goods, toys and
                  sporting goods.  See
                  http://www.ingearsports.com/

Chapter 11 Petition Date: February 7, 2008

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Daniel A. Zazove, Esq.
                  Perkins Coie, L.L.P.
                  131 South Dearborn, Suite 1700
                  Chicago, IL 60603-5559
                  Tel: (312) 324-8605
                  Fax: (312) 324-9400

Total Assets: $10 Million to $50 Million

Total Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Penisula Capital Partners,     $8,987,613
L.L.C.
535 Griswold Street,
Suite 2050
Detroit, MI 48226

Shanghai Neoent Industrial     $3,336,973
Co., Ltd.
3rd Industrial Park
GuangMing, Town, Feng Xian
District
Shanghai, China

H.K.M. International           $2,207,168
Room 301 Knutsford Commercial
Building
4-5 Knutsford Terrace,
T.S.I.M. ShaTsui
Kowloon, Hong Kong

Pacific Coast Warehouse Co.    $1,245,571
5125 Schaefer Avenue
Chino, CA 91710

Airleaf Worldwide Holdings,    $593,703
Ltd.
Cross Pingxing Road & Shanxin
Road
Xindai Town, Pinghu
314211 P.R. China

ChangZhou Hanton Luggage Co.,  $383,946
Ltd.
No. 53 Danfeng Road
Jintan, Changzhou
Jiang Su, China

John Wide Co., Ltd.            $239,957

Goodship International, Inc.   $147,905

Lincoln International          $103,140

L.S.&W. Productions            $99,061

Newtek Data Systems            $72,432

Coleman Co., Inc.              $67,215

Empire Distributors            $26,464

Federal Express                $22,465

Blue Cross Blue Shield         $20,177

Clark International Corp.      $17,651

Lagrou Bolingbrook             $16,999

Asset Convertors               $15,455

McDermott, Will & Emery        $13,084

All Seasons Marketing          $10,207


INTERPUBLIC GROUP: Takes 49% Stake in New Advertising Company
-------------------------------------------------------------
Steve Stoute and Shawn "JAY-Z" Carter said Friday that they will
form a new advertising agency dedicated to reaching the
multicultural consumer.  The firm will be majority owned by Mr.
Stoute, 37, and Mr. Carter, 38, with Interpublic Group of
Companies Inc. holding a 49% stake in the new company.

Mr. Stoute is the founder of Translation Consulting & Brand
Imaging, a leading brand consultancy for the urban youth market
which works with many of the world's best-known brands.  Shawn
"JAY-Z" Carter is a recording artist, the former president and CEO
of Def Jam Recordings and Roc-A-Fella Records and an owner of the
New Jersey Nets.

The agency, called Translation Advertising, will be headquartered
in New York and will work with clients on a full range of
advertising and marketing programs.

In October of this year, Interpublic Group acquired Stoute's
marketing consultancy firm Translation Consulting.  Translation
Consulting, which focuses on brand planning and strategic
consulting with clients looking to engage with the urban and youth
markets, will continue to be led by Stoute and will remain a
separate entity from Translation Advertising.  Mr. Stoute and
Interpublic management will jointly oversee the hiring of a senior
management team for Translation Advertising, made up of marketing
professionals from across the industry.

As a stand-alone agency, Translation Advertising will be
accessible to and partner with Interpublic's leading network of
full-service agencies.  The new company will focus on creating
advertising programs for clients, including television, print and
radio, which are aimed at African American and culturally-blended
consumers.  As the agency grows, it will seek to partner with
sister IPG companies to deliver specialty marketing services, such
as special events and activation.

"We saw a place in the market for a new agency. The current
fashion and standing that African Americans hold in the world
today - especially in American culture - isn't fully represented
in the advertising community," commented Mr. Stoute. "We want to
show this community in advertising that's fresh, accurate and
perfectly executed.  And we're excited to be doing it with a great
partner like Interpublic, which has such deep relationships with
the world's greatest marketers.  Our plans for this new agency
have been repeatedly speculated at in recent press reports.  As a
result, we're announcing Translation Advertising a little earlier
than anticipated."

"Translation Advertising is a new and exciting venture," said Mr.
Carter.  "Interpublic shares a vision of representing and
connecting with the African-American culture and community in an
honest and responsible way.  This partnership with Interpublic and
Translation Advertising is a natural business pairing. I look
forward to sharing ideas and breaking new ground once again in a
new area.  We are not looking to just have an agency, we are
looking to perfect our relationship with the consumer."

"A priority at Interpublic has been to create a forward-looking
strategy to reach a mix of evolving consumer segments.  
Translation Advertising is an important piece in this
comprehensive approach to the changing market.  The African
American community is a crucial element of the population for our
clients, and Translation Advertising gives us a strong partner to
connect with that market," commented Michael Roth, Chairman and
CEO of Interpublic.

"What's more, Translation Advertising allows us to address this
key market by leveraging our new relationship with [Mr. Stout],
instead of pursuing additional acquisitions.  Having [Mr. Stout]
and [Mr. Carter] on board in this venture creates a strong and
highly-visible team.  They are both tremendous businessmen, with
great insight and experience into connecting brands with consumers
for many of the world's biggest clients."

                        About Interpublic

New York-based, Interpublic Group of Companies Inc. (NYSE: IPG)
-- http://www.interpublic.com/-- is one of the world's leading     
organizations of advertising agencies and marketing services
companies.  Major global brands include Draftfcb, FutureBrand,
GolinHarris International, Initiative, Jack Morton Worldwide, Lowe
Worldwide, MAGNA Global, McCann Erickson, Momentum, MRM Worldwide,
Octagon, Universal McCann and Weber Shandwick.  Leading domestic
brands include Campbell-Ewald, Carmichael Lynch, Deutsch, Hill
Holliday, Mullen, The Martin Agency and R/GA.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service assigned a Ba3 rating to Interpublic
Group of Companies, Inc.'s new $200 million 4.75% convertible
senior notes due in 2023 (putable and callable on 3/15/2013).  The
new convertible notes were issued in exchange for the same
principle amount of the company's $400 million 4.50% convertible
senior notes due in 2023 (putable on 3/15/2008).

Also, Standard & Poor's Ratings Services assigned a 'B' rating to
the exchange offer of 144A privately placed 4.75% convertible
senior notes due 2023 of The Interpublic Group of Cos. Inc.
(Interpublic; B/Positive/--), which will refinance the same
principal amount of its 4.50% convertible senior notes due 2023.


INTERSTATE BAKERIES: Wants to Grant Bonuses to 520 Top Employees
----------------------------------------------------------------
Associated Press reports that Interstate Bakeries Corp. is seeking  
approval to pay up to $6.0 million in incentive-based bonuses to
520 top employees, mostly from the manager rank up through
executive vice president, citing papers filed Wednesday with the
the U.S. Bankruptcy Court for the Western District of Missouri.

Interstate Bakeries is seeking approval of the bonus plan even as
it tries to reach a mutually acceptable agreement with the
International Brotherhood of Teamsters, which represents more than
9,500 of the company's 25,000 workers.  

According to the Associated press, the company must reach an
agreement on a labor deal "before it can exit bankruptcy
protection with a new business plan that would overhaul its
delivery system."

Reportedly, top employees of Interstate Bakeries have not received
merit increases since the company filed for Chapter 11 protection
on Sept. 22, 2004.  

Intestate Bakeries said about 80% of the employees are covered by
the bonus plan.  Senior managers under consulting contracts are
not eligible under the proposed bonus plan.

A court hearing on the proposed bonus plan is scheduled for
February 26.

                            About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.


JOURNAL REGISTER: S&P's 'B+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Yardley,
Pennsylvania-based Journal Register Co., including the 'B+'
corporate credit rating, on CreditWatch with negative
implications.
      
"The CreditWatch listing reflects our ongoing concerns regarding
operating trends in the newspaper sector, which we believe will
continue to drive meaningful EBITDA declines for newspaper
companies in 2008," explained Standard & Poor's credit analyst Liz
Fairbanks.  "In the case of Journal Register, we are concerned
that lower EBITDA may lead to a violation of the leverage covenant
in its bank agreement by the fourth quarter.  In addition to our
expectation for declining EBITDA, the leverage covenant steps down
as the year progresses, to 6.5x by the fourth quarter of 2008."
     
Journal Register repaid $105 million of debt in 2007 and does not
have to make additional principal payments until the second
quarter of 2009.  Given the current pace of declines in
advertising revenue across the newspaper industry, however, S&P is
concerned that debt to EBITDA (adjusted for operating leases and
debt-like unfunded pension and other post-employment benefit
obligations), which was more than 7x at December 2007 (different
calculation than the bank covenant), will continue to rise in
2008.  The company amended its credit facility in December 2007,
and financial covenants, among other provisions, eased, but the
cushion relative to leverage will, at minimum, weaken
substantially in 2008.  The covenant could be violated by the
fourth quarter unless current declining trends subside
meaningfully.
     
In resolving the CreditWatch listing, S&P will assess operating
trends, the company's operating and financial strategies, and its
liquidity position.


JULIA HOOK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mary Julia Hook
        aka M. Julia Hook
        aka Julia Hook
        5800 East 6th Avenue
        Denver, Colorado 80220

Bankruptcy Case No.: 08-11271

Chapter 11 Petition Date: February 5, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Avenue
                  Ste. 500
                  Denver, Colorado 80203
                  Tel. 303-832-2400

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

Estimated Debts: $500,001 to $1 million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         taxes             $650,000
Diane M. Philips
12600 West Colfax Avenue
Suite C300
Lakewood, CO 80215-3706

Colorado Department of           taxes             $114,655
Revenue
1375 Sherman Street
Denver, CO 80261

Roundtable Group Inc.            expert witness    $15,000
601 Pennsylvania Avenue, NW      fees
Suite 900 South
Washington, DC 20004

California Franchise Board       taxes             $11,081

MBNA                             credit card       $7,500

Saint Lukes Lofts HOA            HOA dues/repairs  $6,500
CPMG, Inc.

U.S. Department of Justice       court sanctions   $6,000

Chase                            credit card       $5,000

Wells Fargo Bank                 bank loan         $4,389

Treasurer                        property taxes    $3,000
Arapahoe County, Colorado

Judy Wolfe                       repairs and       $3,000
Re/Max of Cherry Creek           repaint

Douglas A. Curley                lawn mowing       $2,500

City and County of Denver        tree removal      $1,836
Department of Public
Workstations
Wastewater Management Division

Bank of America                  credit card       $1,600

Davy Tree                        deep watering     $1,441

Lawn Doctor of North Central     lawn care         $816
Denver

FDS Bank/ Bloomingdales          purchases         $650
TSYS Debt Management

BP                               gasoline          $500
                                       
Neiman Marcus                    purchases         $450

Household Bank (SB), N.A.        purchases         $333
eCast Settlement Corporation
Bass & Associates, P.C.


KAR HOLDINGS: Moody's Holds B2 Corp. Rating on Weak Credit Metrics
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of KAR Holdings, Inc. and assigned a Speculative Grade Liquidity
rating of SGL-3.  The outlook for the ratings is stable.  The
affirmation of the ratings reflects Moody's expectation of 2007
financial results broadly in line with original expectations, and
takes into account the company's acquisition of Verastar which
expands salvage coverage in the Southeast, which is scheduled to
close on Feb. 8, 2008.  The newly-assigned SGL-3 liquidity rating
reflects Moody's expectations of adequate liquidity in 2008.

KAR Holdings' B2 Corporate Family Rating primarily reflects
generally weak credit metrics, including the company's very high
financial leverage and minimal free cash flow generation (defined
as cash from operations less capital expenditures) in relation to
debt levels.  The ratings remain constrained by continuing
integration risk, limited financial flexibility and the highly
competitive nature of the industry which leaves lenders vulnerable
to fluctuations in the volume of cars coming to auction and
reductions in conversion volumes on the whole car side.  Weakening
economic conditions in 2008 could leave KAR Holdings vulnerable as
a result of a high fixed cost structure.  

Notwithstanding Moody's expectation that leverage and other
financial metrics are likely to take more than two years to be
within the range normally associated with a B2 Corporate Family
Rating, the ratings are supported by:

   i) high barriers to entry,

   ii) the national scale of the combined ADESA/Insurance
   AutoAuctions organization,

   iii) relatively recession resistant revenue streams which
   comprise whole car auctions, salvage auctions and dealer
   floorplan financing,

   iv) favorable growth prospects across most business lines, and

   v) low inventory risk as the company does not take title to the
   vehicles it sells.

The Speculative Grade Liquidity Rating of SGL-3 reflects Moody's
expectation of adequate liquidity in the next twelve months, with
sufficient funds from operations, existing cash balances and
availability under the company's revolver to cover working
capital, mandatory debt repayments and capital expenditure
requirements, including acquisition spending.  Free cash flow
generation is expected to be weak and some degree of revolver
utilization in 2008 is likely.  The $300 million senior secured
revolving credit facility due 2013 was undrawn as of Sept. 30,
2007, leaving about $283 million of availability net of about
$17 million in letters of credit.  The liquidity rating benefits
from the covenant-light structure of the bank credit facilities,
which include a senior secured leverage ratio with ample covenant
cushions.  As of Sept. 30, 2007, the company had an additional
$75 million of committed availability under its $600 million
finance receivables securitization facility.

The stable outlook is supported by Moody's expectations of
adequate liquidity, including modest positive free cash flow for
2008 in relation to debt levels, the size of the revolver in
relation to expected capital expenditure levels and the favorable
lease pipeline supporting the whole car business given the
expected increase in vehicles with expiring leases in 2008.

The current ratings incorporate an expectation of continued
strength in execution in a weak economy.  Nonetheless, the ratings
could be downgraded if overall margins or conversion rates decline
substantively for more than two quarters or if adjusted funds from
operations (excluding working capital movements) fall below
coverage of capital expenditures for any sustainable period.   
Although Moody's expects whole car volumes coming to auction to be
strong, pricing concerns may put pressure on conversion volumes
and near-term cash flow generation.  Further significant debt
financed acquisitions in the near term could also put pressure on
the ratings.

In summary, Moody's assigned a Speculative Grade Liquidity Rating
of SGL-3 to KAR Holdings and affirmed existing ratings:

  -- Corporate Family Rating, rated B2;

  -- Probability of Default Rating, rated B2;

  -- $300 million senior secured revolving credit facility due
     2013, rated Ba3 (LGD 2, 26%);

  -- $1.565 billion senior secured term loan due 2013, rated Ba3
     (LGD 2, 26%);

  -- $150 million senior unsecured floating rate notes due 2014,
     rated B3 (LGD 5, 74%);

  -- $450 million senior unsecured fixed rate notes due 2014,
     rated B3 (LGD 5, 74%);

  -- $425 million senior subordinated notes due 2015, rated Caa1
     (LGD 6, 92%);

The ratings outlook is stable.

KAR Holdings, Inc., based in Carmel, Indiana, is the holding
company for Adesa, a leading provider of wholesale used vehicle
auctions whose operations span North America with 58 used vehicle
sites, Insurance Auto Auctions, Inc., a leader in total automotive
loss control and specialty salvage services in the United States
and Automotive Finance Corporation, which provides floorplan
financing for the used vehicle industry.  Moody's estimates fiscal
2007 revenues will be about $1.6 billion pro forma for the merger
of Adesa and Insurance Auto Auctions, which took place on April
20, 2007.


KB HOME: Joint Venture w/ Countrywide Sued by California Couples
----------------------------------------------------------------
A joint venture of KB Home and Countrywide Financial Corp. draws
ire from a pair of California couples for allegedly misleading
them to pay for overpriced home appraisals, Gina Keating and Carol
Bishopric of Reuters reports.

Countrywide KB Home Loan, according to the lawsuit, appraised the
couples' homes to more than their original values, by 10 to 15
percent, relates Reuters.

David and Dolores Contreras, and Deborah and Lonnie Bolden filed
the lawsuit in Los Angeles Superior Court, and, according to the
Associated Press, sought class action status in order for couples
with similar complaints to join in the lawsuit.

Reuters says that the couples found out about the scheme when they
fielded information from the county assessor.  They then
discovered that their home values were higher than those identical
homes owned by buyers who obtained independent mortgage financing.

Reuters notes that the claims in the lawsuit reflect similarity to
that filed by a former employee of Countrywide KB.  As reported in
the Troubled Company Reporter on Feb. 4, 2008, the joint venture
faced a legal complaint filed by Mark Zachary, former regional
vice president of Countrywide KB Home Loans division in Houston.  

In the complaint, Mr. Zachary said he was removed from his post
after he informed superiors about fraudulent lending practices.  
He also related to the Court that Countrywide KB approved loan
applications from unqualified borrowers so KB can continue
construction of homes.

Mr. Zachary criticized Countrywide's decision to follow KB Home's
wishes to hire only one appraiser for KB Home who was "strongly
encouraged" to bloat the value of houses, court filings indicated.  
According to Mr. Zachary, at times loan officers extended help in
processing applications with erroneous income amounts.

                          About KB Home

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said its corporate credit and
debt ratings and negative outlook on KB Home (BB+/Negative/--) are
not currently affected by the company's recently reported noncash
charges and fourth-quarter 2007 net loss.  KB Home reported a
sizable $772.6 million loss in its fourth quarter ended Nov. 30,
2007.

                   About Countrywide Financial

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


KELLWOOD CO: Sun Capital Advises Shareholders to Support Offering
-----------------------------------------------------------------
Kellwood Company's shareholders were urged to tender their shares
into Sun Capital Securities Group LLC's $21 per share all-cash
tender offer.  The tender offer and withdrawal rights are
scheduled to expire at 12:00 midnight New York City time, on
Tuesday, Feb. 12, 2008, unless extended.

As reported in the Troubled Company Reporter on Jan 30, 2008,
Kellwood Company related that it intends to remove all impediments
to the $21 per share cash tender offer made by an affiliate of Sun
Capital Securities Group so that it can be consummated on Feb. 12,
2008, if a majority of the shares are tendered.  Sun Capital's
$21 per share cash tender offer, under its terms, is not subject
to financing or due diligence.

Sun Capital said that this will enable it to close the offer and
pay Kellwood's shareholders their tendered shares within a matter
of days.

                    About Kellwood Company

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

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

                          *      *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service placed all ratings of Kellwood Company
under review for possible downgrade as: (i) corporate family
rating at Ba3; (ii) probability of default rating at Ba3; (iii)
$140 million senior unsecured debentures due July 15, 2009 at
B1; and (iv) $130 million senior unsecured debentures due Oct. 15,
2017 at B1.


KOOSHAREM CORP: S&P Changes Outlook to Negative; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Santa
Barbara, California-based Koosharem Corp. to negative from stable.   
S&P also affirmed its ratings on the company, including the 'B'
long-term corporate credit rating.
     
At the same time, Standard & Poor's affirmed its 'B+' bank loan
and '2' recovery ratings, following the announcement that the
company will increase the add-on portion of its first-lien term
loan to $109 million (from $84 million).  Proceeds will be used to
help fund the acquisition of Resolve Staffing Inc.
      
"The action reflects our concern that deteriorating staffing
industry conditions could jeopardize earnings stability," said
Standard & Poor's credit analyst Hal F. Diamond, "and the
company's ability to comply with its bank total leverage covenant,
which steps down twice over the next year, potentially requiring
an amendment."


LANIER HEALTH: S&P Rates Bonds 'BB+', Assigns Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Lanier
Health Services, Alabama's bonds, issued for Chattahoochee Valley
Hospital Society Inc., to 'BB+' from 'BBB-', reflecting a proposed
50% increase to long-term debt and recent operating losses.  At
the same time, Standard & Poor's assigned its 'BB+' standard long-
term rating to Valley-Lanier Memorial Hospital Special Care
Facilities Financing Authority, Alabama's $25.8 million series
2008A bonds, issued for Chattahoochee Valley Hospital Society
Inc., doing business as Lanier Health Services.  The outlook is
stable.
      
"The stable outlook reflects our expectation that management will
successfully execute its plan to correct current operating
weaknesses and restore positive operating margins over the next
two years," said Standard & Poor's credit analyst Karl Propst.    
"We also expect that Lanier will capture adequate new patient
volumes from the expected population influx within its 10-county
total service area without dilution of its current market share."
     
The 'BB+' rating reflects Lanier's proposed 50% increase to long-
term debt; $1.98 million net operating loss for fiscal 2007, and
$500,000 operating loss for the six months year-to-date ended
Dec. 31, 2007; weak, 1.1x pro forma maximum annual debt service
coverage; significant clinical staff concentration, characterized
by 72% of inpatient admissions being generated by the top 10
admitting physicians; and new and untested senior leadership that
will be challenged to turnaround a hospital with multiple
operational issues, including billing, outmigration of patient
volumes, relations with clinical staff, aging facilities, and an
increasingly competitive landscape.
     
Positive credit factors include the arrival of a $1.2 billion Kia
Motors assembly plant, currently under construction five miles
from Lanier, with the closest alternate medical center is about 20
miles away; good overall liquidity, characterized by pro forma
cash on hand equal to 111 days; several revenue and expense
initiatives; and a chief executive and senior hospital leadership
committed to reestablishing mutually beneficial ties with the
hospital's clinical staff and to repairing relations with the
hospital's regional competitors.
     
Proceeds of the series 2008A bonds will refund Lanier's existing
bonds.  The lowered rating affects about $12.71 million in rated
debt.


LB-UBS COMMERCIAL: Moody's Junks Rating on $11.751 Million Certs.
-----------------------------------------------------------------
Moody's Investors Service downgraded these ratings of three
classes and affirmed these ratings of eleven classes of LB-UBS
Commercial Mortgage Trust 2000-C3, Commercial Mortgage Pass-
Through Certificates, Series 2000-C3:

  -- Class A-2, $630,142,539, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $71,813,000, affirmed at Aaa
  -- Class C, $48,964,000, affirmed at Aaa
  -- Class D, $19,585,000, affirmed at Aaa
  -- Class E, $13,057,000, affirmed at Aa2
  -- Class F, $13,057,000, affirmed at A1
  -- Class G, $11,751,000, affirmed at A2
  -- Class H, $20,891,000, affirmed at Baa2
  -- Class J, $16,322,000, affirmed at Ba1
  -- Class K, $9,792,000, affirmed at Ba3
  -- Class L, $10,466,000, downgraded to B2 from B1
  -- Class M, $11,751,000, downgraded to Caa1 from B2
  -- Class N, $3,917,000, downgraded to Caa3 from Caa1

As of the Jan. 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 31.9%
to $889.4 million from $1.31 billion at securitization.  The
Certificates are collateralized by 130 mortgage loans ranging in
size from less than 1.0% of the pool to 12.6% of the pool, with
the top 10 loans representing 49.9% of the pool.  The pool is
comprised of a shadow rated loan component (29.2% of the pool), a
conduit component (35.7%) and a credit tenant lease component
(1.2%).  Forty-one loans, representing 33.9% of the pool balance,
have defeased and are collateralized by U.S. Government
securities.  Eleven loans have been liquidated from the trust,
resulting in realized losses of approximately $5.3 million.   
Currently there are four loans, representing 4.9% of the pool, in
special servicing.  Moody's has estimated losses of approximately
$7.7 million for all of the specially serviced loans.  Twenty-five
loans, representing 10.2% of the pool, are on the master
servicer's watchlist.

Excluding the CTL and defeased loans, Moody's was provided with
year-end 2006 and partial year 2007 operating results for
approximately 87.0% and 67.0% of the pool, respectively.  Moody's
loan to value ratio (LTV) for the conduit component is 83.0%,
compared to 83.7% at Moody's last full review in September 2006
and 84.5% at securitization.  Moody's is downgrading Classes L, M
and N due to projected losses from the specially serviced loans
and increased LTV dispersion.  There are currently three loans
representing 13.0% of the conduit pool with Moody's LTV in excess
of 120% compared to none at last review and at securitization.

The largest shadow rated loan is the Annapolis Mall Loan
($112.4 million - 12.6%), which is secured by the borrower's
interest in a 1.1 million square foot regional mall (424,000
square feet is collateral) located in Annapolis, Maryland.  The
mall is anchored by Nordstrom, Lord & Taylor, Macy's, Sears and
J.C. Penney, which collectively occupy 700,000 square feet.  As of
September 2007, in-line mall occupancy was 97.0%, compared to
98.0% at last review and 97.2% at securitization.  The property is
also encumbered by a $21.1 million B Note, which is held outside
the trust.  The property's performance has improved due to an
increase in revenue and amortization.  Moody's current shadow
rating is Aaa, compared to Aa2 at last review and compared to A2
at securitization.

The second shadow rated loan is the Westfield Portfolio Loan
($89.6 million - 10.1%), which is secured by two properties -
Downtown Plaza (70.0% of the allocated loan balance) located in
downtown Sacramento, California and Eastland Shopping Center
(30.0%) located in West Covina (Los Angeles County), California.   
Downtown Plaza is a mixed use complex consisting of a 900,000
square foot regional shopping center and three office buildings
totaling 300,000 square feet.  The retail component is anchored by
Macy's.  As of June 2007, occupancy was 80% compared to 81.5% at
last review and 94.2% at securitization.  Eastland Shopping Center
consists of a 586,000 square foot power center anchored by Target,
Mervyn's and Burlington Coat Factory; a 90,000 square foot
convenience center anchored by Lucky's Supermarket and Longs Drugs
and an 185,000 square foot outparcel.  The property is 100.0%
occupied the same as at last review and as at securitization.   
Overall, the portfolio's performance has deteriorated since  
securitization due to Downtown Plaza's performance.  The
portfolio's NOI is 17% lower than at securitization.  The
portfolio is also encumbered by a $30.1 million B Note, which is
held outside the trust.  Moody's current shadow rating is A2
compared to A1 at last review and compared to Aa3 at
securitization.

The third shadow rated loan is the Sangertown Square Loan
($57.3 million - 6.4%), which is secured by the borrower's
interest in a 855,000 square foot regional mall located in New
Hartford (Oneida County), New York.  The mall is anchored by
Sears, J.C. Penney, Macy's and Target, which collectively occupy
527,000 square feet.  As of September 2007, occupancy was 84.0%
compared to 94.1% at last review and at securitization.
Performance has declined due to a drop in occupancy and an
increase in expenses since securitization.  In-line occupancy has
declined to 56% from 82.0% at securitization.  The property is
also encumbered by a $14.1 million B Note, which is held outside
the trust.  Moody's current shadow rating is A3, compared to A2 at
last review and A1 at securitization.

The top three non-defeased conduit loans represent 8.1% of the
outstanding pool balance.  The largest conduit loan is the
Southern Company Center Loan ($33.9 million - 3.8%), which is
secured by a 336,000 square office building located in downtown
Atlanta, Georgia.  The loan was transferred to the Special
Servicer in November 2006 when the building lost its largest
tenant, Southern Company Service.  The lender consented to a
forbearance agreement, which included a temporary conversion to an
interest only term.  The agreement has been extended until May 1,
2008.  As of September 2007, the property was 56% occupied
compared to 87% in December 2005 and 92.0% at securitization.   
Moody's is projecting $7.7 million in losses on this loan.  
Moody's LTV is in excess of 100.0%, the same as at last review and
compared to 91.2% at securitization.

The second largest conduit loan is the Cedarbrook Corporation
Center Building 5 Loan ($21.6 million - 2.4%), which is secured by
a 182,000 square foot office/R&D building located in Cranbury, New
Jersey.  Performance has improved since securitization due to
higher income and stable expenses.  Moody's LTV is 57.8% compared
to 61.4% at last review and 65.9% at securitization.

The third largest conduit loan is the Pepper Square Shopping
Center Loan ($16.8 million -- 1.9%), which is secured by a 192,000
square foot retail shopping center located in Dallas, Texas.  Loan
performance has benefited from increased base rent and
amortization.  Moody's LTV is 86.1% compared to 91.1% at last
review and 84.1% at securitization.

The CTL component includes five loans secured by properties under
bondable leases.  The weighted average shadow rating for the CTL
component is Baa1 compared to Baa3 at last review and compared to
A2 at securitization.


LB-UBS COMMERCIAL: Moody's Confirms Low-B Ratings on Three Classes
------------------------------------------------------------------
Moody's Investors Service affirmed these ratings on LB-UBS
Commercial of Mortgage Trust Series 2004-C1:

  -- Class A-1, $80,329,710 affirmed at Aaa
  -- Class A-2, $213,000,000 affirmed at Aaa
  -- Class A-3, $113,000,000 affirmed at Aaa
  -- Class A-4, $751,262,000 affirmed at Aaa
  -- Class B, $12,463,000 affirmed at Aaa
  -- Class C, $12,463,000 affirmed at Aaa
  -- Class D, $16,023,000 affirmed at Aa1
  -- Class E, $21,365,000 affirmed at Aa3
  -- Class F, $12,463,000 affirmed at A1
  -- Class G, $24,926,000 affirmed at A3
  -- Class H, $19,584,000 affirmed at Baa1
  -- Class J, $14,244,000 affirmed at Baa2
  -- Class K, $16,023,000 affirmed at Baa3
  -- Class L, $7,122,000 affirmed at Ba1
  -- Class M, $5,341,000 affirmed at Ba2
  -- Class N, $3,561,000 affirmed at Ba3
  -- Class X-CL, Notional, affirmed at Aaa
  -- Class X-CP, Notional, affirmed at Aaa
  -- Class X-ST, Notional, affirmed at Aaa

As of the Jan. 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.4%
to $1.35 billion from $1.42 billion at securitization.  The
Certificates are collateralized by 102 mortgage loans ranging in
size from less than 1.0% of the pool to 15.7% of the pool, with
the top 10 loans representing 59.8% of the pool.  The pool
includes five shadow rated investment grade loans comprising 44.3%
of the pool.  Twelve loans, representing 13.3% of the pool
balance, have defeased and are collateralized by U.S. Government
securities.  There are no loans in special servicing at the
present time.  One loan has been liquidated from the pool
resulting in realized aggregate losses of approximately
$3.7 million.  Twenty five loans, representing 13.7% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
approximately 99.0% of the pool. Moody's loan to value ratio for
the conduit component is 92.5% compared to 93.6% at Moody's last
full review in November 2006 and 96.2% at securitization.

The largest shadow rated loan is the UBS Center - Stamford Loan
($210.8 million - 15.6%), which is secured by the leasehold
interest in a 682,000 square foot Class A office property located
in Stamford, Connecticut.  The property is 100.0% leased to UBS AG
(Moody's senior unsecured rating Aaa - stable outlook) and serves
as the US headquarters of UBS Investment Bank.  The lease is
triple net and expires in December 2017.  The loan is structured
with a 23.75 year amortization schedule and matures in October
2016.  Moody's current shadow rating is A3, the same as at last
review and at securitization.

The second shadow rated loan is the GIC Office Portfolio Loan
($200.0 million - 14.8%), which is a pari passu interest in a
$700.0 million first mortgage loan.  The loan is secured by 12
office properties totaling 6.4 million square feet and located in
seven states including Pennsylvania (3), New York (2), California
(2), Illinois (2), Washington (1), Wisconsin (1) and Connecticut
(1). The highest geographic concentrations are Chicago, San
Francisco and suburban Philadelphia.  As of June 2007, the
portfolio was 92.0% occupied, compared to 90.6% at last review and
90.2% at securitization.  The loan matures in January 2014 and is
structured with an initial five-year interest only period after
which it amortizes at a 360 month schedule.  The property is also
subject to B Note and mezzanine financing for a total debt of
$900 million.  Moody's current shadow rating is A2, the same as at
last review and at securitization.

The third shadow rated loan is the MGM Tower Loan ($122.0 million
- 9.1%), which is secured by a 777,000 square foot Class A office
building located in the Century City office submarket of Los
Angeles, California.  The property was constructed in 2003 and was
still in lease-up at securitization.  As of November 2007 the
property was 97.0% leased compared to 95.5% at last review and
77.0% at securitization.  The largest tenants are MGM (44.0% NRA;
lease expiration May 2018) and International Lease Finance
Corporation (16.0% NRA; lease expiration August 2015).  The
property is also encumbered by a $86.0 million B Note.  
Performance has improved due to amortization.  Moody's current
shadow rating is Aa1 compared to Aa2 at last review and at
securitization.

The fourth shadow rated loan is the Louis Joliet Mall Loan
($53.2 million - 3.9%), which is secured by the borrower's
interest in a 938,000 square foot regional mall (279,091 square
feet is collateral) located approximately 35 miles southwest of
Chicago in Joliet, Illinois.  The mall is anchored by Macy's,
Sears, J.C. Penney and Carson Pirie Scott, all of which own their
own pads and improvements and are not part of the collateral.   
Moody's current shadow rating is A3, the same as at last review
and compared to Baa3 at securitization.

The fifth shadow rated loan is the Southgate Mall Loan
($11.0 million - 0.8%), which is secured by a 473,000 square foot
regional mall located in Missoula, Montana.  The mall is anchored
by Dillard's, Sears and J.C. Penney.  The loan fully amortizes
over a 240-month period and has paid down 23.7% since
securitization.  Moody's current shadow rating is Aaa compared to
Aa1 at last review and at securitization.

The top three non-defeased conduit loans represent 7.0% of the
outstanding pool balance.  The largest conduit loan is the Passaic
Street Industrial Park Loan ($44.2 million - 3.3%), which is
secured by 10 industrial and warehouse properties located in Wood
Ridge (Bergen County), New Jersey.  The portfolio contains 2.2
million square feet and is 70.7% leased as of January 2008.  The
loan is on the master servicer's watchlist due to low occupancy
and future lease expirations.  Moody's LTV is in excess of 100.0%
compared to 98.1% at last review and 96.3% at securitization.

The second largest conduit loan is the Kurtell Medical Office
Portfolio Loan ($28.5 million - 2.1%), which is secured by five
medical office buildings and one out-patient surgical center
located in Nashville, Tennessee (5) and Orlando, Florida.  The
portfolio has a total of 212,000 square feet.  Performance has
improved due to an increase in effective gross income and
amortization.  Moody's LTV is 91.1% compared to 99.8% at last
review and 104.1% at securitization.

The third largest conduit loan is the Fountains Loan
($21.0 million -- 1.6%), which is secured by a 130,200 square foot
grocery anchored retail center located in Overland Park, Kansas.  
Performance has been impacted by an increase in expenses.  Moody's
LTV is in excess of 100.0% compared to 96.2% at last review and
93.5% at securitization.


LIBERTY MEDIA: FCC Chair Supports Stake Swap Deal with News Corp.
-----------------------------------------------------------------
U.S. Federal Communications Commission Chairman, Kevin J. Martin,
told reporters Friday that he will compel the agency to approve a
deal between Liberty Media Corporation and News Corp. at a meeting
on Feb. 26, 2008.

Under the deal, News Corp. will exchange its interest in DirecTV
Group Inc. with Liberty Media's interest in News Corp.  The deal
has been awaiting approval from the agency and the Department of
Justice for at least a year, according to the reports.

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Liberty Media said it plans to exchange its stake in News
Corp. for 39% of DirectTV.

Greg Maffei, Liberty Media's chief executive officer said the
company at that time was holding talks about some alternatives
including DirectTV.  "One of the appeals of DirectTV is there's a
lot of financial flexibility," Mr. Maffei said.

If a deal is reached, Liberty Media might reduce its stake in
DirectTV to as small as 21.5%, Mr. Maffei further said in the
report.  Liberty Media, Mr. Maffei added, could keep the stake or
seek full control of the business, which would minimize taxes.

The parties has reached an $11 billion deal that includes News
Corp.'s stake in DirectTV.

                         About News Corp.

News Corporation is a diversified international media and
entertainment company with operations in eight industry segments:
filmed entertainment; television; cable network programming;
direct broadcast satellite television; magazines and inserts;
newspapers; book publishing; and other.  The activities of News
Corporation are conducted principally in the United States,
Continental Europe, the United Kingdom, Australia, Asia and the
Pacific Basin.

                     About The DIRECTV Group

Headquartered in El Segundo, California, The DIRECTV Group Inc.
(NYSE: DTV) -- http://www.directv.com/ -- provides digital    
television entertainment services.  Through its subsidiaries
and affiliated companies in the United States, Brazil, Mexico and
other countries in Latin America, the DIRECTV Group provides
digital television service to more than 16.5 million customers in
the United States and over 4.6 million customers in Latin America.

                       About Liberty Media

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

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The ratings still hold as of Jan. 29, 2007.


LID LTD: Files Amended Chapter 11 Plan of Reorganization
--------------------------------------------------------
L.I.D. Ltd. submitted to the Honorable James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York an Amended
Disclosure Statement describing its Amended Chapter 11 Plan of
Reorganization.

                      Overview of the Plan

Under the Plan, the Debtor will make a "new value" contribution of
up to $3,000,000 to fund its Plan on confirmation.  The Debtor's
Indian affiliates has agreed not to charge for any "remaking
costs" on inventory sent to its plan in India to provide the
Debtor with more cash flow to pay all allowed claims.

Specifically, the Plan provides for the payment to all allowed
Secured and Unsecured Claims over 60 months.

Chief Executive Officer of LID Ltd., Ronen Herzig, will be named
as disbursing agent under the plan.

Moreover, a new chief executive officer will be appointed for the
future management of the Debtor, only if, after all expenses of
the chief restructuring officer are paid.

The Debtor prepared an estimated projected balance sheets for the
five years as of December 2008 to 2012.  These projections show
that the Debtor will continue to convert its inventory into cash
at margins at 20%.

A full-text copy of that projection is available for free at:

                http://ResearchArchives.com/t/s?27e8

                       Treatment of Claims

a) Administrative Claims

The Debtor has paid all administrative expenses, except for the
pro rata rent on the lease premises for 12 days in December.  The
Debtor claims set-offs against that amount due to the landlord.

In addition, the Debtor will continue to pay any further
administrative claims as they accrue at confirmation, otherwise,
each claimant will be paid in full in cash of its claim.

However, the Debtor expects approximately $150,000 in additional
payments to be paid prior to confirmation.

b) Secured Claims

Holders of allowed Secured Claims is currently comprised of:

   -- AMRO Bank N.V. New York, totaling $13,420,000;
   -- Bank Leumi, USA, totaling $7,221,809;
   -- Sovereign Bank, totaling $13,338; and
   -- HSBC Bank USA, National Association, totaling $8,012,302.

Under the Plan, the Debtor have prepared three different potential
treatment of their allowed secured claim.  The potential treatment
assumes that:

   i) creditor will not vote for the Plan and its claim will be
      paid off over a period of up to five years, with interest,
      at the lowest non-default rate in the loan paid monthly and
      with quarterly payments of principal, on confirmation;

  ii) creditor agrees to vote for the Plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of its
      claims to the Debtor's new lender; and

iii) creditor may elect to retain its lien, if it votes for the
      Plan, or if the Debtor's new lender declines to purchase its
      claim.

c) Unsecured Priority Claims

Holders of Unsecured Priority Claims, if any, will be paid in
full, with statutory interest on the distribution date.  The
unsecured priority holders are:

   -- Internal Revenue Service;
   -- State of New York;
   -- other governmental entities; and
   -- employee priority wage claims.

d) General Unsecured Claims

All Allowed General Unsecured Claims, estimated at $4,630,413,
will be paid pro rata from the total sum of $1,000,000 paid in
equal quarterly installments over four years and dividend about
21%.  To the extent possible, holder will receive up to 100%, but,
without interest on account of its allowed claim.

The Debtor have listed at least 47 claims, totaling $105,315,617
in aggregate.  Of those claims, the Debtor will seek to
subordinate the debt owed to:

   -- Blue Skies Aircraft Holdings of $192,946;
   -- L.I.D. India of $50,000,000; and
   -- L.I.D. Israel of $50,500,000.

e) Subordinated Insider Secured Claims

Subordinated Insider Secured Claim of L.I.D. Ltd. (Israel),
totaling $50,000,000, will not receive an account of its claim and
will be subordinated to all liens of the lenders and allowed
unsecured claims.  These claims will also be subordinated to any
new exit financing obtained by the Debtor.

f) Debtor's Equity Interest

Holders of Equity Interests will retain their interest in the
reorganized Debtor.

A full-text copy of L.I.D.'s Amended Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080210204657

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  No
case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LUXSAUNA INC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Luxsauna, Inc.
        7711 West 6th Ave, Suite D
        Lakewood, CO 80214-6404

Bankruptcy Case No.: 08-11362

Type of Business: The Debtor offers home saunas, including
                  infrared dry indoor saunas, sauna kits and
                  portable spas.  See http://www.luxsauna.com/

Chapter 11 Petition Date: February 7, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Jeffrey Weinman, Esq.
                  William A. Richey, Esq.
                  730 17th Street, Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010

Total Assets:  $828,637

Total Debts: $1,589,719

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sedgwick Claims Management                           $402,610
Services
Insurance Company
10909 Mill Valley Road
Omaha, NE 68154-3950

Estes Express Shipping                               $342,107
P.O. Box 25612
Richmond, VA 23260-5612

Ellen Dwyer                                          $300,000
2533 Bryant Street
Denver, CO 80211-4816

David F. Shurtleff                                   $300,000
7711 West 6th Avenue,
Suite D
Lakewood, CO 80214-6404

Overstock.Com                                        $101,000

Internal Revenue Service                             $71,715
                                                                                                                                                                                   
Premium Financing                                    $16,246
Specialists, Inc.

E.K.S.&H.                                            $13,759

Submit Express, Inc.           Bank loan             $9,000

Colorado Department of Revenue                       $8,259

Mercury Leads                                        $7,852

Jester & Gibson                                      $6,095

Waite & Associates                                   $3,345

Thomas C. Seawell                                    $2,130

Continental Trade Exchange,    Trade debt            $1,688
Ltd.

Sherman Agency                                       $1,642

Zurich North America                                 $1,028

Sprint                                               $883

International Monetary Systems                       $359


MACKLOWE PROPERTIES: Friday's Talks with Lenders was Unfruitful
---------------------------------------------------------------
Discussion between Harry Macklowe of Macklowe Properties and
lenders Friday did not result in any settlement of Macklowe's
debt, Reuters relates, citing a source familiar with the
negotiations.

According to Reuters, the unfruitful discussion could push
Macklowe into a technical default since two of its debts owed to
Deutsche Bank AG and Fortress Investment Group LLC of $5.8 billion
and $1.2 billion, respectively, were due Saturday, Feb. 9, 2008.

Deutsche Bank's terms required Mr. Macklowe to pay off that loan
by the business day before, or last Friday. Fortress's terms gave
Mr. Macklowe until the business day after, meaning Monday, The
Wall Street Journal says, citing one person familiar with the
matter.

Reuters' source said that discussion will resume this week.

         Junior Creditors Hesitant to Consent on Deutsche Deal

A source had disclosed that a number of junior noteholders,
including General Electric Capital Corp., were hesitant to consent
to a tentative deal between Macklowe and Deutsche Bank, Jennifer
S. Forsyth of The Wall Street Journal reported Thursday.  GECC
spokesperson told WSJ that it cannot give comments while the
negotiations are underway.

WSJ added that "negotiations are challenging" due to the large
number of subordinate debt lenders, at least 20, who must consent
to the Deustche Bank-Macklowe deal.

                 Tentative Deal with Deutsche Bank

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Mr. Macklowe has reached a tentative agreement with lender,
Deutsche Bank.  Under the agreement, Mr. Macklowe will turn over
his control of seven real estate properties in New York worth $7
billion to the bank.  Once the agreement is finalized, Mr.
Macklowe and his son, William, will continue managing Midtown
Manhattan properties, while Deutsche Bank will sell the towers.

Despite the promising deal to rescue Macklowe from financial
turmoil, there were warning that the agreement with the bank
"could still collapse" since holders of junior mortgages like
Fortress Investment Group LLC have to consent to the deal.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that   
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe.


MANCHESTER INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Manchester, Inc.
        3131 McKinney Avenue, Suite 360
        Dallas, TX 75204

Bankruptcy Case No.: 08-30703

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Nice Cars Acceptance Acquisitions Co.,     08-30704
        Inc.

        Nice Cars Operations Acquisitions Co.,     08-30705
        Inc.

        Nice Cars Funding, L.L.C.                  08-30706

        Manchester Indiana Operations, Inc.        08-30707

        Manchester Indiana Acceptance, Inc.        08-30708

        Manchester Indiana Funding, L.L.C.         08-30709

        Manchester Royce Funding, L.L.C.           08-30710

Type of Business: Through its subsidiaries, the Debtor operate
                  Buy-Here/Pay-Here used car sales enterprises.  
                  The Buy-Here/Pay-Here dealerships engage in
                  selling and financing used cars to individuals
                  with limited credit histories or past credit
                  problems.  It operates six automotive sales
                  lots, which focus on the Buy-Here/Pay-Here
                  segment of the used car market.  See
                  http://www.manchesterinc.net

Chapter 11 Petition Date: February 7, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Manchester, Inc's Financial Condition:

Total Assets: $131,582,157

Total Debts:  $123,881,668

A. Manchester, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wuresch & Gering, L.L.P.       $506,286
100 Wall Street, 21st Floor
New York, NY 10005

Bingham McHale, L.L.P.         $444,794
2210 Raliable Parkway
Chicago, IL 60686-0022

Rodefer Moss & Co., P.L.L.C.   $145,664
1729 Midpark Road, Suite C-200
Knoxville, TN 37921

Anthem B.C.B.S. In Group       $111,487

A1 Towing                      $69,584

Freedom Auto Acceptance        $68,288

Ortiz Auto Repair              $59,060

SafirRosetti                   $59,044

Financial Relation Board       $51,226
C.M.G.Rp., Inc.

Walters Service Center         $48,978

Media Planning and Placement,  $43,188
L.L.C.

Bickel & Brewer                $39,805

BankDirect Capital Finance,    $32,331
L.L.C.

Mann, Poarch, Miller, Key &    $29,738
Morrison

Seawest Financial              $28,016

Firestone Complete Auto Care   $26,455

Speedway Auto Parts            $25,739

Enterprise Auto Maintenance    $25,502

L.K.Q.                         $21,838

Indianapolis Car Exchange      $20,888

B. Nice Cars Acceptance Acquisitions Co., Inc. did not file a list
   of largest unsecured creditors.

C. Nice Cars Operations Acquisitions Co., Inc. did not file a list
   of largest unsecured creditors.

D. Nice Cars Funding, L.L.C.  did not file a list of largest
   unsecured creditors.

E. Manchester Indiana Operations, Inc. did not file a list of
   largest unsecured creditors.

F. Manchester Indiana Acceptance, Inc. did not file a list of
   largest unsecured creditors.

G. Manchester Indiana Funding, L.L.C. did not file a list of
   largest unsecured creditors.

H. Manchester Royce Funding, L.L.C. did not file a list of largest
   unsecured creditors.


MANCHESTER INC: Dispute w/ Major Creditor Led to Bankruptcy Filing
------------------------------------------------------------------
Manchester Inc. and seven of its affiliates have filed for
Chapter 11 bankruptcy protection with the U.S. Bankruptcy Court
for the Northern District of Texas.

Rick D. Gaines, Manchester's newly appointed President and Chief
Executive Officer stated, "Manchester filed for bankruptcy
protection due to an ongoing dispute with its senior secured
creditor and intends to use this opportunity to resolve ongoing
disputes that have adversely affected the company and its
operations.  Manchester is requesting and expects to receive
authority from the Court that will allow it to continue to operate
in the ordinary course of business during its chapter 11 cases,
with very limited exception."

Manchester's business divisions intend to continue to operate in
the ordinary course while in bankruptcy, and pay wages and
benefits in full and on time.  It does not intend to have any
layoffs related to the bankruptcy cases.

Manchester expects that its current senior management team and all
personnel will remain in place.

Manchester expects the bankruptcy to result in a stabilized and
financially stronger company, one that is profitable and poised
for future growth, Mr. Gaines said.

Mr. Gaines further stated, "[T]he purpose of this bankruptcy is
simple -- to resolve ongoing disputes that have hampered
Manchester's ability to conduct its operations.  We have every
intention of emerging from the protection of the Federal
Bankruptcy Code with all Manchester's creditors paid in full and
its shareholders' equity interest in Manchester preserved.  During
this process we will continue to conduct business in the ordinary
course and pay our obligations as they become due."

                      About Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here auto  
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.


MATTHEW MISCZAK: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Matthew L. Misczak
        5809 Lakeside
        Fort Worth, Texas 76179

Bankruptcy Case No.: 08-30652

Chapter 11 Petition Date: February 5,2008

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

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

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

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


MBIA INC: Prices 82M Equity Offering at $12.15 per Share
--------------------------------------------------------
MBIA Inc. has priced its public offering of 82,304,527 shares of
common stock at $12.15 per share and has granted the underwriters
a 30-day option to purchase up to an additional 12,345,679 shares
of common stock to cover over-allotments, if any.

Warburg Pincus has informed the company that it is purchasing
$300 million in common stock as part of the offering.  The company
does not intend to use the Warburg Pincus backstop, and Warburg
Pincus has notified the company that it does not intend to
exercise its right to purchase $300 million in convertible
participating preferred stock.

The company intends to contribute most of the net proceeds of the
offering to the surplus of its subsidiary, MBIA Insurance
Corporation, to support its business plan.

The shares issued are registered pursuant to MBIA Inc.'s automatic
shelf registration statement which was filed with the Securities
and Exchange Commission on June 29, 2007.  Copies of the
prospectus supplement and the accompanying base prospectus may be
obtained from:

     J.P. Morgan Securities Inc.
     ATTN: Chase Distribution & Support Service
     Northeast Statement Processing or  
     4 Chase Metrotech Center
     CS Level,
     Brooklyn, New York 11245,
     Tel: 718-242-8002,

     Lehman Brothers Inc.
     ATTN: Broadridge Integrated Distribution Services Inc.
     1155 Long Island Avenue,
     Englewood, New York 11717,
     Fax: 631-254-7140

                            About MBIA

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,  
investment management services, and municipal and other services
to public finance and structured finance clients on a global
basis.  The company conducts its financial guarantee business
through its wholly owned subsidiary, MBIA Insurance Corporation  
and provides investment management products and financial services
through its wholly owned subsidiary MBIA Asset Management, LLC.   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dece. 5, 2006, the company
completed the sale of MBIA MuniServices Company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.  This rating action reflects Moody's
growing concern about the potential volatility in ultimate
performance of mortgage and mortgage-related CDO risks, and the
corresponding implications for MBIA's risk-adjusted capital
adequacy.  Prior to this rating action, the rating outlook for
MBIA was negative.


MONTCALM PUBLISHING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Montcalm Publishing Corp.
        116 West 23rd Street
        New York, NY 10011

Bankruptcy Case No.: 08-10447

Type of Business: The Debtor is a publisher.

Chapter 11 Petition Date: February 7, 2008

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Matthew G. Roseman, Esq.
                  Cullen and Dykman, L.L.P.
                  100 Quentin Roosevelt Boulevard
                  Garden City, NY 11530-4850
                  Tel: (516) 296-9106
                  Fax: (516) 357-3792

Total Assets: $7,353,397

Total Debts:  $5,207,658

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Gould Paper Corp.              $1,104,958
135 South Lasalle Street
Department 2266
Chicago, IL 60674

Cellmark Paper, Inc.           $768,867
W510509
P.O. Box 7777
Philadelpphia, PA 19175

401 Park Avenue South          $173,394
Association
Attention: Meringoff Prop.
30 West 26th Street, 8th Floor
New york, NY 10010

Haaren Enterprises, Ltd.       $143,350

Denys Defrancesco              $112,500

Skin Tone Graphics, Inc.       $86,068

J. Rentilly Co.                $72,700

Hicks Photo, Inc.              $68,225

Adam & Eve                     $66,854

Frontline                      $44,625

Mario A. Costa                 $39,400

Kable Distribution Services    $37,411

Ulf Stjernbo                   $34,700

Scott Ward Photography         $34,000

Photorama International        $26,500

Unity Building Services, Inc.  $25,441

Brandy Afoon                   $25,000

Earl Miller Photography, Inc.  $23,200

Kevin Mclintock                $21,600

Exposure Zone                  $20,900


MORRIS PUBLISHING: S&P Puts 'BB-' Corp. Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Morris
Publishing Group LLC, including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.
      
"The CreditWatch placement reflects our expectation that current
rates of decline in advertising revenue at Morris' newspaper
publications may not improve appreciably and may worsen over the
intermediate term," said Standard & Poor's credit analyst Liz
Fairbanks.
     
At Morris Publishing, advertising revenue from continuing
operations declined almost 9% in 2007, and EBITDA from continuing
operations declined 13%.  As a result, S&P estimates that lease-
adjusted total debt to EBITDA at parent Morris Communications Co.
LLC (ratings on Morris Publishing are based upon the consolidated
credit quality of Morris Communications) was in the low-6x area at
December 2007, which is very weak for the current rating.  This
measure is pro forma for the November 2007 sale of 14 daily
newspapers and other operations to GateHouse Media Operations Inc.
for $115 million and the use of just more than $90 million in net
proceeds for bank debt repayment.  Even though recent debt
repayment had the result of modestly reducing pro forma
consolidated leverage, and Morris is currently cutting costs and
experiencing online advertising revenue growth, revenue declines
in 2008 at rates consistent with 2007 would lead to a worsening
financial profile.
     
In resolving the CreditWatch listing, S&P will assess operating
trends and the company's liquidity profile relative to bank debt
covenants, which were amended in June 2007 due to weak operating
performance.


NATIONAL CENTURY: Noteholders Want Credit Suisse to Show Docs
-------------------------------------------------------------
The state of Arizona, nine other Arizona governmental entities and
certain other parties holding notes from National Century
Financial Enterprises' NPF VI and NPF XII units complain to the
U.S. District Court for the Southern District of Ohio that Credit
Suisse First Boston has refused to produce Bloomberg e-mails in
complete disregard of its discovery obligations.

On behalf of the Arizona Noteholders, Kathy Patrick, Esq., at
Gibbs & Bruns, LLP, in Houston, Texas, says Credit Suisse refused
to explain why it deliberately withheld highly relevant documents,
like those e-mails.

Ms. Patrick notes that Credit Suisse has custody or control of
its Bloomberg e-mails.  She adds that the breadth and overlap of
the Noteholders' requests for the documents contradicts Credit
Suisse's statement before the Ohio District Court that "no one
had asked" for its Bloomberg e-mails.

The Arizona Noteholders want Credit Suisse to immediately produce
all Bloomberg e-mails for all of its personnel, who were involved
in the placement, financing, or sale of securities on behalf of
National Century Financial Enterprises, Inc., and the NPF
entities.  They note that the e-mails to be produced should
contain relevant search terms, and for the period from January 1,
1990, to November 18, 2002.

Metropolitan Life Insurance Company, Metropolitan Insurance and
Annuity Company and Lloyds TSB Bank PLC, and New York City
Employees' Retirement System, Teachers' Retirement System for the
City of New York, New York City Police Pension Fund, and New York
City Fire Department Pension Fund, support the Noteholders'
contentions.

The Arizona Noteholders, together with the Unencumbered Assets
Trust in NCFE's bankruptcy cases, are embroiled in a legal battle
against Credit Suisse regarding NCFE's demise.  The lawsuit is
part of a multi-district litigation proceeding which includes six
other actions against former NCFE directors Thomas G. Mendell,
Harold W. Pote, and Eric R. Wilkinson, and various financial
institutions.  The actions were filed in different districts, and
in November 2003 were coordinated and consolidated before the
Southern District of Ohio under Judge James L. Graham.

Prior to NCFE's bankruptcy filing, the Debtors, including NPF XII
and NPF VI, purchased accounts receivable, pooled and securitized
large quantities of receivables, and sold notes issued by various  
securitization trusts.

The seven actions are:

A. City of Chandler, et al. v. Bank One, N.A., et al. -- naming
   Messrs. Mendell, Pote and Wilkinson

   The action was filed on May 23, 2003, in Arizona state court
   by more than 190 plaintiffs holding notes from NPF VI and NPF
   XII alleging 34 causes of action and more than $1,300,000,000
   in losses.  It was removed to the U.S. District Court for the
   District of Arizona on June 27, 2003.

B. State of Arizona, et al. v. Credit Suisse First Boston Corp.,
   et al. -- naming Messrs. Mendell, Pote and Wilkinson

   The action was filed on May 23, 2003, in Arizona state court
   by the State of Arizona, nine other Arizona governmental
   entities and 20 other plaintiffs holding notes from NPF VI and
   NPF XII.  The Plaintiffs allege 27 causes of action and
   $135,000,000 in losses.  The action was removed to the U.S.
   District of Arizona on August 21, 2003.

C. Parrett v. Bank One, N.A., et al. -- naming Messrs. Mendell,
   Pote and Wilkinson

   The action was filed in Arizona state court on February 11,
   2003, by a founding shareholder and former director and
   treasurer of NCFE seeking more than $50,000,000 due to the
   decline in value of the NCFE shares.  It was removed to the
   U.S. District Court for the District of Arizona on March 20,
   2003.

D. Metropolitan Life Insurance Co., et al. v. Bank One, N.A., et
   al. -- naming Messrs. Mendell and Pote

   The action was filed on April 28, 2003, in the U.S. District
   Court for the District of New Jersey by purchasers of
   $121,000,000 of notes from NPF XII.

E. Lloyds TSB Bank, PLC v. Bank One, N.A., et al. -- naming
   Messrs. Mendell and Pote

   The action was filed on June 9, 2003, in the U.S. District
   Court for the District of New Jersey by purchasers of
   $128,000,000 of notes from NPF XII.

F. Pharos Capital Partners LP v. Deloitte & Touche, LLP et al. --
   naming Messrs. Pote and Wilkinson

   The action was filed in Ohio state court on March 14, 2003, by
   an investor of $12,000,000 in NCFE alleging it was misled by
   private placement materials, financial statements and other
   information.  It was removed to the U.S. District Court for
   the Southern District of Ohio on April 23, 2003.

G. Bank One, N.A. v. Poulsen, et al. -- naming Messrs. Mendell,
   Pote and Wilkinson

   The action was filed in the Southern District of Ohio on
   April 30, 2003, by Bank One, as indenture trustee on behalf of
   holders of notes issued by NPF XII.

Pursuant to Section 1407 of the Judicial Procedures Code, the
Judicial Panel on multi-district litigation held that the NCFE
MDL Actions involved common questions of fact, and centralization
in the District Court would (i) serve the convenience of the
parties and witnesses, and (ii) promote just and efficient
conduct of the litigation.

Some of the MDL defendants have sought dismissal of certain
complaints.  Among others, Credit Suisse First Boston LLC and
Credit Suisse First Boston, New York Branch, had argued, among
other things, that the Arizona Noteholders' complaints failed to
satisfy Rule 9(b) of the Federal Rules of Civil Procedures and
the Private Securities Litigation Reform Act because they have
not complied with the requirement of Rule 9(b), which includes
specifying the time, places and contents of alleged fraudulent
communications with the Debtors.

In January, Judge James L. Graham of the U.S. District Court for
the Southern District of Ohio issued a sweeping decision denying
in virtually every respect, motions to dismiss over $1.6 billion
in claims filed against Credit Suisse by investors who formerly
held "AAA" rated notes issued by National Century Financial
Enterprises.

Among the investor plaintiffs were major banks, mutual funds, and
insurance companies, along with the state of Arizona and a number
of Arizona government entities.  The largest group of investors
is represented by Gibbs & Bruns L.L.P. of Houston.

Judge Graham said that the complaints of the plaintiffs against
Credit Suisse -- which served as lead underwriter of the the
Debtors' NPF VI, Inc., and NPF XII, Inc., securitization programs
-- has put Credit Suisse at the center of the alleged scheme to
defraud NCFE investors.

The dismissal of Credit Suisse's requests opened the doors for the
five plaintiffs to pursue their claims with respect to their
purchased NPF VI and NPF XII notes, which amounts to
$1,647,460,000.

      Plaintiff                    Purchased Notes
      ---------                    ---------------
      Arizona Noteholders           $1,400,000,000
      Lloyds                           128,000,000
      NYC Pension Funds                 89,000,000
      MetLife                           18,460,000
      Pharos Capital                    12,000,000
                                     -------------
                   Total            $1,647,460,000

Judge Graham found that each of the complaints supports a strong
inference of scienter that is more compelling than the competing
inferences suggested by Credit Suisse.  The Court also
ascertained that the Complaints adequately allege the existence
of a common understanding between Credit Suisse and the Debtors'
founders, and that Credit Suisse marketed and sold notes, knowing
of the Debtors' deepening insolvency and understanding that the
funds invested would be misappropriated by the Debtors and their
founders.

A copy of Judge Graham's order is available for free at:

   http://bankrupt.com/misc/NCFE_Order_CSFB'sMotionToDismiss.pdf

                     Credit Suisse Retaliates

In response to the Arizona Noteholders' request, Credit Suisse
asks the Court to:

   -- compel the Arizona Noteholders to produce their Bloomberg
      e-mails;

   -- award its costs and attorneys' fees with respect to the
      request; and

   -- deny the Arizona Noteholders "belated motion" to compel
      Credit Suisse to produce even more Bloomberg e-mails than
      it already has.

Laila Abou-Rahme, Esq., at McKee Nelson LLP, in New York, relates
that months into discovery, the Arizona Noteholders have decided
to produce their Bloomberg e-mails, which should have been
produced before depositions began.  She notes that the Arizona
Noteholders have maintained that they would produce their
Bloomberg e-mails only if Credit Suisse agreed to produce "far
more e-mails for far more custodians over a much greater time
period."

Ms. Abou-Rahme tells the Court that the Arizona Noteholders'
conduct is reprehensible, and that Credit Suisse had no trouble
rejecting their one-sided deal.  She says that there is no
legitimate excuse for  the Arizona Noteholders' failure to search
for and produce responsive Bloomberg e-mails prior to the Court's
intervention.  She also argues that the Arizona Noteholders are
deflecting their misconduct by accusing Credit Suisse of failing
to comply with discovery obligations.

            Credit Suisse's Request Should Be Denied

Credit Suisse's request rests on the untenable premise that the
Arizona Noteholders must produce their Bloomberg e-mails, but
Credit Suisse cannot be required to produce its own, Ms. Patrick
asserts.  She argues that the Court's ruling requiring the
production of Bloomberg e-mails should be applied equally, and
without exception, to all parties, including Credit Suisse.

Ms. Patrick says that Credit Suisse falsely argued that the
Arizona Noteholders have conceded that they control their
Bloomberg e-mails.  The Arizona Noteholders, unlike Credit
Suisse, have promptly taken steps, to comply with the Court's
ruling, she points out.  There is no basis for Credit Suisse's
belated claim that there is any undue burden associated with the
production, she continues.

"First, it is ironic, if not outright cynical, for Credit Suisse
to invoke the Court's power to order [the Arizona Noteholders] to
produce their Bloomberg e-mails, while arguing -- in the next
breath -- that it is too late for Court to address Credit
Suisse's failure to produce its own.  The Federal Rules give the
Court abundant power to require all parties to comply with their
discovery obligations," Ms. Patrick argues.

           MetLife Objects to Credit Suisse's Request

As a basic principle of fairness, the issue of whether parties
must obtain, review and produce Bloomberg e-mails must be decided
on a consistent basis, says Metropolitan Life Insurance Company,
Metropolitan Insurance and Annuity Company and Lloyds TSB Bank
PLC.

MetLife relates that in response to Credit Suisse's strenuous
demands and with the understanding that the cost is de minimis,
MetLife has agreed to obtain and produce Bloomberg e-mails from
its employees.  By contrast, MetLife notes, Credit Suisse has
argued that because it chose unilaterally to produce certain
Bloomberg e-mails, it should not have to produce other Bloomberg
e-mails, which it admits relate to its sale of NCFE notes.

MetLife asserts that Credit Suisse's position is inconsistent
with the Federal Rules of Civil Procedure, unfair and, therefore,
the request should be denied.  Moreover, MetLife tells the Court
that other defendants, who had used Bloomberg to communicate
about the Debtors, must be required to produce those e-mails as
well.

               Noteholders Ask Court's Assistance
                    on PIMCO Witnesses Issues

The Arizona Noteholders ask for the Court's assistance with
regard to "Credit Suisse's practice of copying the court with
correspondence concerning discovery disputes."  They contend that
many of the letters Credit Suisse has sent are markedly
inaccurate.

The Arizona Noteholders point out that the inaccuracy is evident
from their responses to Credit Suisse's (i) complaints concerning
deposition on witnesses from Pacific Investment Management
Company LLC, pursuant to Rule 30(b)(6) of the Federal Rules of
Civil Procedure, and (ii) November 30, 2007, letter complaining
about their clients' interrogatory answers.  

The Arizona Noteholders note that they have demonstrated that
Credit Suisse's complaints are without foundation, but the deluge
of mail continues.

Ms. Patrick alleges that Credit Suisse's letter-writing campaign
imposes enormous burdens on the Arizona Noteholders and on the
Court.  She argues that Credit Suisse raised issues in its myriad
of letters to the Court, without notice and without affording the
Arizona Noteholders an opportunity to respond.

Accordingly, the Arizona Noteholders ask the Court to provide
guidance to all parties-in-interest concerning "when -- and what
circumstances -- the Court should be copied on letters pertaining
to discovery disputes."  They assure the Court that they will
comply with whatever practice the Court wishes to impose.

Prior to the filing of the Arizona Noteholders' request for
assistance, Credit Suisse, through a letter addressed to the
Court, asserted, among other things, that one of PIMCO's
witnesses, Dan Ivascyn, was an inadequate Rule 30(b)(6) witness.  
The Arizona Noteholders responded that the contention that any
lack of recollection renders a Rule 30(b)(6) witness inadequate
is contrary to the law.  The Noteholders also alleged that Credit
Suisse made conscious misstatements and omissions of relevant
facts in the PIMCO record to create false impression of Mr.
Ivascyn's testimony.

Credit Suisse replied to the Arizona Noteholders' response by
saying that PIMCO attempts to justify its improper conduct during
discovery by burying the Court with irrelevant "evidence."  
Credit Suisse also said that PIMCO is not free to offer up an
incompetent witness, provide false answers to interrogatories,
and belatedly produce relevant documents well after deadlines
imposed by the Court.

                Update on Other MDL Proceedings

(1) JPMorgan, et al., Supplement Request to Dismiss Florida
Actions

JPMorgan Chase & Co. and The Beacon Group, LLC, ask the Court to
consider the recent Supreme Court decision in Stoneridge
Investment Partners, LLC v. Scientific-Atlanta, Inc., et al., 552
U.S. ___ (2008), as supplemental authority in support of their
requests to dismiss the complaints filed in two Florida class
action suits:

   * John P. Houlihan, et al., v. John F. Andrews, et al.
   * Michael Mahoney, et al., v. John F. Andrews, et al.

William C. Wilkinson, Esq., at Thompson Hine LLP, in Columbus,
Ohio, contends that the Stoneridge decision provides further
support for granting JPMorgan, et al.'s request, and is
consistent with the Court's recent holdings in the multidistrict
litigation.  He relates that according to the Stoneridge
complaints, a number of defendants, including JPMorgan, et al.,
defrauded the market by making false and misleading statements
that caused the price of eMedSoft.com shares to artificially
inflate.

Mr. Wilkinson explains that unlike in Stoneridge's pleading, the
Florida Plaintiffs fail to allege a single deceptive act or
statement by JPMorgan, et al., with respect to eMedSoft.com, nor
do the Plaintiffs allege that eMedSoft.com investors relied upon
any act or statement by JPMorgan, et al.  Instead, he asserts,
the Florida Plaintiffs merely allege, erroneously, that JPMorgan,
et al., controlled National Century through their ownership
interest, and in turn, National Century controlled eMedSoft.com.

Under Stoneridge, Mr. Wilkinson argues, absent allegations of
deceptive acts or statements and the reliance upon them by the
investors, JPMorgan, et al., cannot be held liable under Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 of
the Securities and Exchange Commission.  Hence, JPMorgan, et al.,
tell the Court that the Florida Plaintiffs' claims must be
dismissed.

(2) Pension Funds Dismiss Claims against Purcell & Scott

Pursuant to Rule 41(a) of the Federal Rules of Civil Procedure,
plaintiffs New York City Employees' Retirement System, Teachers'
Retirement System for the City of New York, New York City Police
Pension Fund, and New York City Fire Department Pension Fund,
voluntarily dismiss, without prejudice, all of their claims
against Purcell & Scott, Co. L.P.A.

The NYC Pension Funds say that Purcell & Scott has not answered
their operative complaint, nor has moved for summary judgment.  
They note that nothing in the dismissal is, or will be construed
to be, a dismissal of the NYC Pension Funds' claims against any
defendant in the MDL cases other than Purcell & Scott.

(3) Abu Dhabi Investment Dismisses Claims against Ayers and Credit
Suisse

Abu Dhabi Investment Company voluntarily dismisses, without
prejudice, its claims against Credit Suisse First Boston Corp.
and Donald H. Ayers, pursuant to Rule 41(a)(1)(i) of the Federal
Rules of Civil Procedure.  Abu Dhabi Investment says Credit
Suisse and Mr. Ayers have not answered its complaint or filed any
request for summary judgment.

Abu Dhabi Investment notes that the dismissal does not extend to
other claims or causes of action asserted by any other Arizona
Noteholder Plaintiff against any defendant.

(4) Abu Dhabi and Poulsen, et al., Stipulate

Abu Dhabi Investment Company, and Lance Poulsen, Barbara Poulsen,
Kuld Corp. and Rebecca S. Parrett agree to dismiss, without
prejudice, all of Abu Dhabi Investment's claims against the
Poulsens, Kuld Corp. and Ms. Parrett.

The Parties note that no claim or cause of action asserted by any
other Arizona Noteholder Plaintiff against any defendant is
intended to be addressed, or is addressed, by the stipulation.

(5) Geribon Withdraws as NYC Pension Funds' Counsel

Hector D. Geribon, Esq., at Lieff, Cabraser, Heimann & Bernstein,
LLP, in New York, sought and obtained the Court's approval to
withdraw as counsel of record for New York City Employees'
Retirement System, Teachers' Retirement System for the City of
New York, New York City Police Pension Fund, and New York City
Fire Department Pension Fund.

Mr. Geribon assures the Court that Lieff Cabraser continues to
represent the NYC Pension Funds.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

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


NATIONAL CENTURY: Bankruptcy Case Reassigned to Judge Hoffman
-------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Southern District
of Ohio notified parties-in-interest on January 17, 2008, that the
adversary case commenced by Unencumbered Assets Trust in the
Debtors' cases against Credit Suisse First Boston also has been
transferred Judge Hoffman.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represented
the Debtors.

(National Century Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


NEW CENTURY: Court Allows Positive Software's Copyright Lawsuit
---------------------------------------------------------------
Bloomberg reports that the Hon. Kevin Carey of the U.S. Bankruptcy
Court for the District of Delaware lifted the bankruptcy stay to
permit Positive Software Solutions Inc. to resurrect its copyright
infringement lawsuit against New Century Financial Corp. before
U.S. District Judge David C. Godbey in Dallas, Texas.

According to Bloomberg, Judge Godbey ordered New Century in
October to explain "why they shouldn't be disciplined for their
actions in that case."

Positive Software filed a $580 million bankruptcy claim against
New Century before the Delaware bankruptcy court, alleging that
New Century failed to pay licensing fees for loan-application
software.  The case against New Century is Positive Software v.
New Century Mortgage, 03-00257, U.S. District Court, District of
Texas (Dallas).

In Judge Godbey's 2004 ruling that was later overturned, Godbey
said New Century and its lawyers violated a protective order he
issued in the case.  According to court records, New Century's
attorneys were ordered to take control of all copies of the loan
software in dispute to prevent its use by New Century employees.

Judge Godbey later found that New Century's lawyers permitted the
company to continue using the software.  The copyright
infringement action was put on hold when New Century Financial
Corp. filed for Chapter 11 protection in April of 2007.

As reported in the Troubled Company Reporter on Troubled Company
Reporter on Feb. 6, 2008, the Debtors, together with the Official
Committee of Unsecured Creditors, as co-proponent, filed on
Feb. 2, 2008, a Joint Chapter 11 Plan of Liquidation and an
accompanying Disclosure Statement with the Bankruptcy Court.

According to Bloomberg, the company's bankruptcy liquidation plan
does not reveal how much money creditors will be repaid.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008.


NEW YORK RACING: Court Fixes Claims Bar Date to June 4
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until June 4, 2007, the deadline wherein any person,
entity, or governmental units can file proofs of claim against New
York Racing Association.

All proofs of claim must be filed on or before 5:00 p.m.,
June 4, 2007 to the:

      U.S. Bankruptcy Court
      Southern District of New York
      The New York Racing Association Inc.
      Claims Docketing Center
      Bowling Green Station
      P.O. Box 5073
      New York, NY 10274-5073

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.

When the Debtor sought protection from its creditors, it listed
more than $100 million in total assets and total debts.  The
Debtor has sought to extend its exclusive plan-filing period to
March 7, 2008.


NEW YORK RACING: Wants Excl. Plan Filing Extended Until March 7
---------------------------------------------------------------
New York Racing Association Inc. asks the United States Bankruptcy
Court for the Southern District of New York to further extend the
exclusive periods to file and Chapter 11 plan and solicit
acceptances of that plan until until March 7, 2008.

The Debtor tell the Court that it needs more time to resolve
franchising issues that could allow it to operate racing at its
racetrack.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP in New York,
says a draft legislation regarding the terms of the next franchise
is currently in discussion among the Debtor, New York Governor
Eliot Spitzer, the Assembly and the State Senate.

The proposed bill will be passed by both branches of the New York
State government by Feb. 13, 2008, Mr. Rosen says.  However, there
is no assurance that passage will occur by such date.

The Debtor says that it does not seek to maintain the status quo
in order to exert leverage.  It just want to make sure that the
governmental process to complete and the consummation of the plan
is assured.

According to The Associated Press, the Debtor already made an
interim deal with the state to extend its contract over the racing
tracks to 30 years.  In turn, the Debtor will cede ownership of
the tracks to the state.  The governor proposed to let the Debtor
retain the rights to operating the Belmont, Saratoga and Aqueduct
racetracks but agreed to a revamp in the company's structure and
management.  Mr. Spitzer's proposal will, however, still need the
approval of the Legislature.

As reported in the Troubled Company Reporter on Jan. 25, 2008, New
York state governor Eliot Spitzer considered having the Debtor
retain the state's thoroughbred horse racing franchise.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Debtor's exclusive period to file a Chapter 11 plan will
expire on March. 14, 2008.

A hearing has been set on Feb. 14, 2008, at 10:00 a.m., to
consider the Debtor's request.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEW YORK RACING: CEO Says Shutdown May Spur Layoff
--------------------------------------------------
In a letter dated Feb. 6, 2008, New York Racing Association Inc.'s
Chief Executive Officer Charles Hayward said he expects to lay off
most of NYRA employees by Feb. 14, 2008.

"In spite of [company's] best efforts to negotiate a long-term
agreement with the State," Mr. Hayward said.  "It now appears that
a shutdown of racing may occur next Thursday."

" . . . [I]t isn't going to happen now," Senate Majority Leader
Joseph L. Bruno said in a statement.

"NYRA must have a long-term franchise agreement to continue
racing," Mr. Hayward pointed out. "Because without a new franchise
agreement NYRA cannot fund the Plan."

"If racing ceases, all other employees in the executive,
administrative, racing and mutuel offices will be placed on a
four-day workweek with a corresponding 20% reduction in salary,"
He adds.

"We hope that a resolution of the franchise will ultimately be
achieved," Mr. Hayward said.  "We have no way of knowing how long
the shutdown and resulting layoffs will last."

"I believe that an agreement on a racing framework will be
announced very shortly," Mr Bruno said.  "The agreement will be
similar to the one we could have announced last December before
the franchise expired."

                    Operating License Extended

As reported in the Troubled Company Reporter on Jan. 25, 2008,
NYRA's license to operate, which ended Dec. 31, 2007, was further
extended through Feb. 13, 2008.

A second extension, papers say, was required because of the
continued discussions between Legislature and the governor on a
long-term deal for the NYRA.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NOMURA CRE: Fitch Affirms 'B-' Rating on $12.825MM Class O Notes
----------------------------------------------------------------
Fitch Ratings has affirmed all classes of Nomura CRE CDO 2007-2,
Ltd. notes:

  -- $471,131,250 Class A-1 at 'AAA';
  -- $75,000,000 Class A-R at 'AAA';
  -- $60,681,250 Class A-2 at 'AAA';
  -- $70,537,500 Class B at 'AA';
  -- $26,600,000 Class C at 'AA-';
  -- $27,075,000 Class D at 'A+';
  -- $20,425,000 Class E at 'A';
  -- $21,612,500 Class F at 'A-;
  -- $24,937,500 Class G at 'BBB+';
  -- $20,187,500 Class H at 'BBB';
  -- $25,175,000 Class J at 'BBB-';
  -- $22,800,000 Class K at 'BB+';
  -- $8,787,500 Class L at 'BB';
  -- $5,700,000 Class M at 'BB-';
  -- $8,075,000 Class N at 'B+';
  -- $12,825,000 Class O at 'B-'.

Deal Summary:

Nomura CRE CDO 2007-2 is a revolving commercial real estate cash
flow collateralized debt obligation that closed on March 27, 2007.  
It was incorporated to issue $950 million of floating-rate notes
and preferred shares.  As of the Dec. 24, 2007 effective date and
based on Fitch categorizations the CDO was substantially invested
as: commercial mortgage whole loans and A-notes (81.3%), B-notes
(9.4%), commercial real estate mezzanine loans (1.1%), CMBS
(5.0%), and CMBS rake bonds (0.8%).  The CDO is also permitted to
invest up to 5.0% in CDOs.

The portfolio is selected and monitored by Nomura Credit &
Capital, Inc.  Nomura 2007-2 has a six-year reinvestment period
during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.
The reinvestment period ends in March 2013.

Asset Manager:

Nomura Credit & Capital, Inc. is wholly owned by Nomura America
Mortgage Finance, LLC. a newly formed subsidiary of Nomura Holding
America, Inc.  NAMF was formed in October 2006 to expand NHA's
commercial mortgage origination and acquisition operations and
establish an asset management platform.

Within NCCI is the Commercial Real Estate Finance group, which was
established in 2001.  The CREF group is currently responsible for
the majority of collateral management functions, including
origination, underwriting, and CDO administration for its
commercial real estate CDO platform.

Nomura CRE CDO 2007-2 is the first CDO managed by the CREF group,
which is responsible for originating and allocating collateral
appropriate to the CDO.  The CDO serves as a financing vehicle for
the CREF group and is held off balance sheet.

NCCI has engaged Centerline Servicing, Inc. as the primary and
special servicer for the CDO.  Additionally, Centerline purchased
a substantial amount of the below-investment-grade notes and
approximately 65% of the equity.  Centerline and NCCI work
together to manage borrower requests and work out distressed
assets.

Performance Summary:

Nomura CRE CDO 2007-2 became effective on Dec. 24, 2007.  Since
close in March 2007, the as-is poolwide expected loss has
increased to 24.500% from 21.125%.  The CDO has below average
reinvestment flexibility with 5.750% of cushion based on its PEL
covenant of 30.250%.

The portfolio's increased PEL is primarily attributed to an
increase in the concentration of higher leveraged assets,
including junior debt positions.  Generally, these asset types
carry higher than average expected losses.

The portfolio's weighted average spread has decreased to 2.22%
from 2.31% since close.  The weighted average coupon has increased
to 6.14% from 5.76% over the same period.  Additionally, the
overcollateralization and interest coverage ratios of all classes
have remained above their covenants, as of the Dec. 31, 2007
trustee report.

Collateral Summary:

As of the effective date, the pool consists of 94.9% commercial
real estate loans, 5.0% CMBS, 0.8% CMBS rake bonds, and 2.4%
uninvested proceeds.  At close, the CDO was 83.4% ramped, and the
asset manager has since invested the majority of its available
capital.  Based on the fully ramped balance, exposure to whole
loans and A notes increased to 81.3% from 79.7% at close.  The CDO
is also more concentrated in subordinate loan positions.  Exposure
to B notes increased to 9.4% from 2.3%, and mezzanine debt
increased to 1.1% from 0.5% at close.  Investment in CMBS rake
bonds remained the same at 0.8% of the portfolio.  The CDO now
invests in two CMBS positions from the same obligor, representing
5.0% of the portfolio.  The weighted average Fitch derived rating
for the two rated securities is 'BBB/BBB-'.

Since Fitch's last review, seven assets representing six obligors
($195.1 million) have been added to the pool, including five
commercial real estate loans, and two CMBS.  In general, the loans
added to the portfolio carry higher expected losses compared to
those that were paid off, based on Fitch's modeling of the
transaction.  The weighted average expected loss of loans added to
the portfolio is 33.8%, while the expected loss of the repaid loan
is 16.4%.  As noted above, the added assets include highly
leveraged assets.  The weighted average Fitch loan-to-value for
the added assets is 134% and weighted average Fitch debt service
coverage ratio is 0.82 times.  The credit quality of the loans
remaining in the pool since close remained relatively flat.

The portfolio is invested in traditional property types.  The CDO
does not contain any exposure to land, condominium conversion, or
construction loan assets.  Office properties remain the largest
concentration at 37.6%, increasing from 23.6% at close.  Property
type concentrations are based on Fitch categorizations, which may
differ from the trustee report.  As of the December 2007 trustee
report, the CDO is within all its property type covenants.  The
CDO is also within all of its geographic covenants, with the
highest concentration in California at 41.8%.

The pool has below average loan diversity relative to other CRE
CDOs.  Fitch's Loan Diversity Index increased to 596 from 556 at
close, reflecting slightly less pool diversity.  The LDI covenant
is 625.  The two largest loans represent 23.9% of the portfolio,
and the five largest loans represent 43.3% of the portfolio.


NOVASTAR FINANCIAL: Wachovia Default Waiver Expires Today
---------------------------------------------------------
NovaStar Financial Inc. and certain of its affiliates said Friday
that on Feb. 4, 2008, they entered into a Master Repurchase
Agreements Waiver with Wachovia Bank, N.A. and certain of its
affiliates.

Pursuant to the Agreements, Wachovia agreed that until today, Feb.
11, 2007, it won't enforce, and would waive any breach or event of
default that would otherwise have resulted solely from the
company's failure to comply with, the requirement under the
Agreements that the company maintain a specified adjusted tangible
net worth.

Further, the requirement under the Agreements that the company
maintain liquidity of at least $30 million was amended to require
the company to maintain liquidity of at least $20 million during
the Waiver Period.  Wachovia expressly reserved the right to
terminate the Waiver Agreement prior to Feb. 11, 2008, if any
other event of default or breach occurs under the Agreements.

The copies of the Agreements affected by the Waiver Agreement have
been previously filed by the company with the Securities and
Exchange Commission:

     1. Master Repurchase Agreement (2007 Whole Loan) dated as
        of May 9, 2007, among Wachovia Bank NA, NFI Repurchase
        Corporation, NMI Repurchase Corporation, NMI Property
        Financing Inc., HomeView Lending Inc., NovaStar Financial
        Inc., NFI Holding Corporation and NovaStar Mortgage Inc.

     2. Master Repurchase Agreement (2007 Non-investment Grade)
        dated as of May 31, 2007, among Wachovia Investment
        Holdings LLC, Wachovia Capital Markets LLC, NovaStar
        Mortgage Inc., NovaStar Certificates Financing LLC, and
        NovaStar Certificates Financing Corp.

     3. Master Repurchase Agreement (2007 Investment Grade)
        dated as of May 31, 2007, among Wachovia Bank NA,
        Wachovia Capital Markets LLC, NovaStar Mortgage Inc.,
        NovaStar Certificates Financing LLC, and NovaStar
        Certificates Financing Corp.

     4. Master Repurchase Agreement (New York) dated as of
        July 6, 2007, between Wachovia Bank NA and NovaStar
        Mortgage Inc.

In addition to the financing agreements, Wachovia also routinely
engages in other ordinary course financial transactions with the
company, including but not limited to financial derivative
transactions, and has acted as an underwriter for certain
securitizations sponsored by the company.

               NYSE Suspends Preferred Stock Trading

As reported in the Troubled Company Reporter on Jan. 15, 2008,
The New York Stock Exchange Regulation Inc. disclosed that the
common stock of NovaStar Financial and its 8.90% Series C
Cumulative Redeemable Preferred Stock were suspended prior to the
opening of the market on Jan. 17, 2008.

                        About NovaStar

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

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


PASCACK VALLEY: May Sell Operations at March 4 Auction
------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
last week competitive bidding procedures for the sale of Pascack
Valley Hospital Association's assets, Bill Rochelle at Bloomberg
News says.

The Court scheduled the auction for March 4.  No buyer is yet
under contract, according to Mr. Rochelle.

The sale isn't soon enough for Hackensack University Medical
Center, one of the potential bidders, Mr. Rochelle says.  The
Hackensack hospital intends to open a medical college in
cooperation with Touro Medical College, Mr. Rochelle relates,
citing a story in The Record from Bergen County, New Jersey.  The
Hackensack hospital threatened not to bid if the auction were held
in March, the story said, according to Mr. Rochelle.

On January 14, 2008, Fitch Ratings affirmed and simultaneously
withdrew the "CC" rating on Pascack Valley Hospital Association's
(NJ) $50.8 million series 2003, and $26.6 million Series 1998
bonds.

The rating is withdrawn because the hospital ceased operations as
an acute care hospital on Nov. 21, Fitch explained.  Fitch said it
would no longer provide ratings coverage for the obligor.

Based in Westwood, New Jersey, Pascack Valley Hospital
Association, Inc., -- http://www.pvhospital.org/-- operates a  
full-service, 291-bed non-profit medical facility, part of a
system of healthcare affiliates known as the Well Care Group,
Inc., which provides a full range of the most advanced,
technically specialized healthcare services available.  The Debtor
filed for Chapter 11 bankruptcy protection September 24, 2007,
before the U.S. Bankruptcy Court for District of New Jersey
(Newark), case no. 07-23686.

Pascack Valley is represented by Jack M. Zackin, Esq., Simon
Kimmelman, Esq., Valerie A. Hamilton, Esq., and Sills Cummis Radin
Tischman, at Epstein & Gross, P.C., in Newark, as its bankruptcy
counsel.  Upon filing for bankruptcy, the Debtor estimated total
assets to be between $1 million and $100 million, and total debts
to be more than $1 million.


PERFORMANCE TRANSPORTATION: Court Nods Committee's Access to Info
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Performance
Transportation Services Inc. and its debtor-affiliates' Chapter 11
cases obtained authority from the U.S. Bankruptcy Court for the
Western District of New York to:

   (i) access information;
  (ii) solicit and receive comments; and
(iii) fix related procedures and protocols.

The request will benefit not only the Committee and its
constituents, but also the Debtors and their estates, the panel
says.

The Committee will establish an electronic e-mail address for
creditors to submit questions and comments to the Committee.

The Committee may not be required or obligated to disseminate to
any entity, without further Court order, any confidential,
proprietary, or other non-public information concerning the
Debtors; any information if the disclosure may result in a breach
or violation of any of the Debtors' agreements; or any
information that may result in a waiver of any privilege of the
Committee or the Debtors.

The Committee will have no more than 10 days to respond to
creditors' request for information.  The response will provide
access to the requested information or reasons why the
information will not be provided.  If the information request is
denied because it requests Confidential Information, which cannot
be disclosed or the request is unduly burdensome, the creditor,
after good faith attempts to meet and confer with the Committee,
can file a motion requesting the information be provided.

In responding to an information request, the Committee will
consider certain factors, including, without limitation, the
creditor's willingness to enter into a confidentiality agreement
and trading restrictions; whether the requesting creditor is
involved in claims or equity interest trading; or whether the
requesting creditor is a current or prospective competitor of the
Debtors.

If the Committee agrees that Confidential Information of the
Debtors should be supplied to creditors, by request or otherwise,
it will request that the Debtors assent to the disclosure.  
Likewise, if the Confidential Information is information of a
non-debtor entity, the Committee will request that the entity
assent to the disclosure.

The Committee says the Court's clarifications will ensure that
confidential, privileged, proprietary, and material non-public
information is not disseminated to the detriment of the Debtors
estates.  Moreover, the Committee members say the clarifications
will assist them in performing their statutory function and
create a cost-effective and efficient process for compliance with
the Bankruptcy Code.

          About Performance Transportation Services Inc.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANSPORTATION: Can Hire Imperial as Investment Banker
------------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
obtained authority from the U.S. Bankruptcy Court for the Western
District of New York to employ Imperial Capital LLC as their
investment bankers.

The Court overruled the limited objection filed by The CIT
Group/Business Credit Inc., and Bayerische Hypo-und Vereinsbank
AG, New York Branch.

Judge Lewis Kaplan authorized and directed the Debtors to pay to
Imperial the initiation fee and the transaction fee not to  
exceed:

   -- $750,000 for any transaction including the sale, or
      transfer, of substantially of all assets of the Debtors
      pursuant to Section 363 of the Bankruptcy Code or to a
      consummated plan of reorganization for which the proceeds
      of the sale are insufficient to pay at closing in full in
      cash all principal, accrued interest and all other amounts
      outstanding under the First Lien Credit and Guaranty
      Agreement, plus an agreed upon wind down budget in
      contemplation of a Section 363 Sale or administrative and
      priority expenses in contemplation of a "plan of     
      reorganization sale", in each instance the amount will
      include the fees owed to Imperial.

   -- $1,000,000 for any transaction in which the existing First
      Lien Lenders are the majority purchasers and both the First
      Lien debt and the Wind Down amount are paid in full in cash
      and there is additional cash consideration paid to the
      estate by the buyers, but the consideration received from
      the sale of the assets is insufficient to pay the second
      lien debt in full in cash at closing.

The calculation necessary to determine the amount of "Transaction
Consideration" will not include the amount of the Debtors'
synthetic letter of credit facility but will only include the
actual amount of outstanding liabilities, which are secured by
the synthetic letter of credit facility reflected on the Debtors'
balance sheet.

The Court held that the prepetition secured lenders have agreed
that any amounts payable to Imperial as an initiation fee or a
transaction fee will be included as additional amounts, and will
not limit other amounts, payable as the Carve-Out described in
the Court's interim debtor-in-possession order.

Any compensation, fees, costs or expenses paid or payable to
Imperial will be subject to challenge.  All requests of Imperial
for payment of indemnity pursuant to its engagement letter with
the Debtors will be made by means of an application and will be
subject to review by the Court.

          About Performance Transportation Services Inc.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PETER BORLO: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Peter Alexander Borlo
        1800 Narrows Lane
        Silver Spring, Maryland 20906

Bankruptcy Case No.: 08-11593

Chapter 11 Petition Date: February 5, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center
                  Suite 530
                  Bethesda, Maryland 20814
                  Tel: 301 718-1078
                  Fax: 301 718-8359

Total Assets: $3,470,194

Total Debts: $8,648,566

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
DJB Management, Inc.                               $3,850,851
c/o Kohlhoss & Associates, P.C.
8120 Woodmont Ave., Ste 350
Bethesda, MD 20814

America's Bank                                     $723,982
500 York Road
Towson, MD 21204-5103

Homecomings Financial                              $669,040
2711 N. Haskell Ave. , SW 1
Dallas, TX 75204

Southern Management                                $310,000

American Expresss                                  $43,026

Chase                                              $6,830

Wff National Bank                                  $4,480

NCO Financial/22                                   $271


PHOENIX COS: Moody's Holds Ba2 Provisional Preferred Stock Rating
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior debt and
long-term issuer ratings of Phoenix Companies, Inc.  Moody's also
affirmed the A3 insurance financial strength ratings of Phoenix's
life insurance companies, led by Phoenix Life Insurance Company.   
All ratings have a stable outlook.

Moody's says that the affirmation of Phoenix's ratings follows the
announcement that the company expects to spin-off to its
shareholders most of the asset management operations of Phoenix
Investment Partners, Ltd.  Phoenix will distribute the ownership
of most of PXP's operations to Phoenix's current shareholders, and
PXP will become an independently operated company.  The completion
of this transaction is not expected until late in 2008.  Goodwin
personnel involved in fixed income management, including those
responsible for the fixed income portion of the life companies'
general account and separate account investments, are expected to
remain with Phoenix.

The primary remaining Phoenix operations after the spin-off is
completed will be protection and asset accumulation products and
services offered by Phoenix's insurance company subsidiaries,
which focus on serving affluent individuals and companies.

Moody's notes that post-spin Phoenix will no longer benefit from
cash flows and earnings of PXP.  However, since PXP's earnings
performance has been modest in recent years, Moody's does not
believe that these changes will have a significant impact on the
financial flexibility of Phoenix, although the loss of unregulated
cash flows from PXP is a moderate credit negative.

The rating agency adds that this factor is offset somewhat by the
anticipated maturity of $154 million in outstanding debt in
February 2008.  Combined these two events are expected to leave
Phoenix's adjusted financial leverage close to what it was at
year-end 2006.  In addition, Moody's notes that it has previously
considered the PXP-related goodwill and intangible assets on
Phoenix's balance sheet to be at high risk of becoming impaired.   
Consequently, their value has been discounted in evaluating the
company's adjusted financial leverage.

The rating agency said that over the long run it expects that the
effects of the spin-off of PXP are likely to be positive for
Phoenix because management can focus more on its core business
without the distraction of an asset management operation facing
significant financial and competitive challenges, which Moody's
has identified as a credit challenge.  While there may be
operational and business challenges in accomplishing the
separation and post-separation, Moody's does not believe that they
will substantially affect the company over the long run.

These ratings have been affirmed with a stable outlook:

Phoenix Companies, Inc.

  -- Senior unsecured debt rating at Baa3;
  -- Provisional subordinate debt rating at (P)Ba1; and
  -- Provisional preferred stock rating at (P)Ba2.

Phoenix Life Insurance

  -- Insurance financial strength rating at A3;
  -- Surplus note rating at Baa2.

PHL Variable Insurance Company

  -- Insurance financial strength rating at A3.

Moody's last rating action on Phoenix was on Dec. 20, 2006, when
Moody's affirmed the ratings of Phoenix and its rated
subsidiaries.

Phoenix is a manufacturer of insurance, annuity, and asset
management products for the accumulation, preservation, and
transfer of wealth.  The company is located in Hartford,
Connecticut.  Phoenix had $30 billion in assets and $2.3 billion
in stockholder's equity at Dec. 31, 2007, measured on a generally
accepted accounting principles basis.

PXP had $42.5 billion in retail, institutional and structured
products under management as of Dec. 31, 2007.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.

PHOENIX COS: Discloses Intention to Spin Off Phoenix Investment
----------------------------------------------------------------
The Phoenix Companies Inc. intends to spin off its asset
management subsidiary, Phoenix Investment Partners, to Phoenix's
shareholders.

"Our Board and management team believe that separating these
businesses is the next logical step in our ongoing efforts to
build value for all of our shareholders," Dona D. Young, chairman,
president and chief executive officer of The Phoenix Companies,
said.

"This action is the culmination of careful, thoughtful moves we
have made over the course of five years to rebuild our asset
management business - a series of steps that opened up an
increasingly broader range of options," Mrs. Young stated.  "Last
year, we began another comprehensive analysis of these options,
together with independent financial advisors, and concluded it is
now possible to pursue a spin-off."

"Separation will increase clarity on valuation for the respective
businesses and serve the best long-term interests of both
companies and their shareholders by allowing them to grow under
different operating models best suited to each business," Mrs.
Young continued.

"We have great confidence in the competitive strengths of PXP,"
Mrs. Young added.  "Its product performance has turned around,
resulting in much improved flows, and margins have increased."

"With this step, PXP's management will have the focus and clarity
necessary to build on those advantages and use its stable cash
profitability to reinvest in growth," Mrs. Young went on say.  "At
the same time, as a 'pure play' life and annuity company serving
the high-growth affluent and high-net-worth marketplace, we
believe Phoenix will be able to demonstrate our full economic
value to the investment community."

"Our franchise has solid fundamentals and a strong balance sheet,"
Mrs. Young explained.  "We generated 22 percent compound annual
growth in life and annuity pre-tax operating income between 2002
and 2007 and substantial sales growth in 2007 - 29 percent in life
and 51 percent in annuity."

"We are already leveraging this foundation to pursue related
growth businesses through our newly established Alternative
Products division and Life Solutions subsidiary, and we have
access to additional capital from our closed block that can be
redeployed into higher return opportunities,"  Mrs. Young
concluded.  "Going forward, I believe our greater focus will
enhance our excellent prospects, and the clarity of stand-alone
reporting will allow the life and annuity company to achieve
valuation based on its inherent strengths."

Goodwin Capital Advisers Inc., currently part of PXP with
$17.9 billion in assets under management (AUM), will remain with
Phoenix and continue to manage Phoenix's general account assets.  
With its strong fixed income team, Goodwin also will continue to
manage certain PXP retail mutual funds, with current assets under
management of $2.9 billion, under a sub-advisory agreement, as
well as institutional accounts.

The new asset management company will be led by PXP's current
president, George R. Aylward, and as an independent public
company.

"The entire PXP team is confident that we can enhance our business
model strategically, operationally and financially," Mr. Aylward
said.  "We intend to build on our 2007 accomplishments, including
leveraging our strong product performance and distribution
footprint to the benefit of both investors in our funds and our
new company."

"One of our historic strengths has been the independent cultures
of our individual partner firms, and we are committed to
continuing to recruit and retain top investment talent as we grow
the business for the future," Mr. Aylward added.

PXP's full year revenue in 2007 was $214.6 million.  Excluding
Goodwin's third-party revenue, estimated revenue in 2007 for the
independent company would be $203.2 million.  Phoenix intends to
eliminate corporate expenses currently allocated to PXP in the
next 18 to 24 months.

PXP's full year 2007 net income was $3.6 million and pre-tax
operating income was $7.4 million, both of which include
$30.4 million in pre-tax intangible asset amortization.

The transaction is expected to be consummated in the third quarter
of 2008.  The company intends to structure the transaction on a
tax-free basis for the company and shareholders, and a
registration statement with an attached information statement
detailing the proposed spin-off will be filed with the Securities
and Exchange Commission.  The registration statement will include
important information about Phoenix, PXP, the proposed spin-off
and related matters.  Shareholders are urged to read the
registration statement when it becomes available.

PXP is currently reviewing listing alternatives among the various
exchanges.

Goldman Sachs Group Inc. and Wachovia Securities are acting as the
company's financial advisors in connection with the transaction.   
Simpson Thacher & Bartlett LLP is acting as legal advisor.

                     About Phoenix Companies

Headquartered in Hartford, Connecticut, The Phoenix Companies Inc.
(NYSE:PNX) -- http://www.phoenixwm.com-- manufactures life  
insurance, annuity and investment products.  The company provides
these products and services through a variety of third-party
financial professionals and institutional consultants, such as
national and regional broker-dealers, banks, financial planning
firms, advisor groups and other insurance companies, targeting the
affluent and high-net-worth market.  Phoenix has two business
segments: life and annuity, and asset management, which include
three product lines: life insurance, annuities and investments.   
Through life and annuity it offers a variety of life insurance and
annuity products, including universal, variable universal and term
life insurance and a range of variable annuity offerings.  Within
asset management, it focuses on two customer groups: retail
investors and institutional clients.  It provides asset management
services to retail customers through open-end mutual funds,
closed-end funds and managed accounts.


PLASTECH ENGINEERED: Wants to Employ Donlin Recano as Claims Agent
------------------------------------------------------------------
Plastech Engineered Products, Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Donlin Recano & Company, Inc., as their
claims, noticing and balloting agent.

The Debtors relate that currently have thousands of creditors,
potential creditors and parties-in-interest to whom certain
notices, including notice of the Debtors' Chapter 11 cases, will
be sent.

The size of the Debtors' creditor body makes it impracticable for
them to undertake the task of sending notices to creditors and
other parties-in-interest without any outside assistance, the  
Debtors' proposed counsel, Peter Smidt, executive vice president
of Finance, and chief financial officer of Plastech, relates.

Mr. Smidt tells the Court that the most effective and efficient
manner by which to give notice and provide solicitation services
in the Debtors' bankruptcy cases is to engage an independent
third party to act as an agent of the Court.

Donlin Recano is well qualified to provide services to the Debtors
because it has assisted and advised numerous Chapter 11 debtors in
connection with noticing, claims administration and reconciliation
and administration of plan votes, Mr. Smidt avers.

As claims, noticing and balloting agent, Donlin Recano will,
among other things:

   (a) assist the Debtors in the preparation and filing of the
       Debtors' schedules of assets and liabilities and statement
       of financial affairs;

   (b) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including:
       
       * a notice of commencement of the Chapter 11 cases and the
         initial meeting of creditors under Section 341(a) of the
         Bankruptcy Code;
       
       * notice of the claims bar date;
      
       * notices of objections to claims;

       * notices of any hearings on a disclosure statement and
         confirmation of a plan of reorganization;

       * other miscellaneous notices as the Debtors or the Court
         may deem necessary for an orderly administration of
         the Debtors' Chapter 11 cases; and

       * assist in the publication of required notices, as
         necessary;

   (c) within five days after the service of a particular notice,
       prepare for filing with the Clerk's Office an affidavit of
       service that includes (i) a copy of the notice served,
       (ii) an alphabetical list of persons on whom the notice
       was served along with their addresses, and (iii) the date
       and manner of service;
   
   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;
  
   (e) maintain official claims registers by docketing all proofs
       of claim and proofs of interest in a claims database that
       includes information for each claim or interest asserted:

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

       * the date the proof of claim or interest was received by
         Donlin Recano or the Court;
       
       * the claim number assigned to the proof of claim or proof
         of interest; and
         
       * the asserted amount and classification of the claim;
         
   (f) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

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

   (h) maintain a current mailing list for all entities that have
       filed proofs of claim or interest and make that list
       available to the Clerk's Office or any party in interest
       upon request;
   
   (i) provide access to the public for examination of copies of
       the proofs of claim or interest filed in the Debtors'
       Chapter 11 cases without charge during regular business
       hours;

   (j) create and maintain a public access Web site setting the
       pertinent case information and allowing access to
       electronic copies of proofs of claim or interest;

   (k) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and give notice
       of those transfers as required by Rule 3001(e);

   (l) assist the Debtors in the reconciliation and resolution of
       claims;

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

   (n) assign temporary employees to process claims, as
       necessary;

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

   (p) provide balloting and solicitation services, including
       preparing ballots, producing personalized ballots and
       tabulating creditor ballots on a daily basis; and

   (q) provide other claims processing, noticing, balloting and
       related administrative services as may be requested from
       time to time by the Debtors.

The Debtors will compensate and reimburse Donlin Recano for
services rendered and expenses incurred in connection with their
Chapter 11 cases pursuant to the terms and conditions of the
Standard Claims Administration and Noticing Agreement dated
Feb, 1, 2008.

Donlin Recano's hourly rates for its professionals are:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Bankruptcy Consultant             $200
      Case Manager                          $180 - $200
      Technology/Programming Consultant     $115 - $195
      Senior Analyst                        $115 - $175
      Jr. Analyst                            $70 - $110
      Clerical Staff                         $40 - $65
    
Louis A. Recano, president of Donlin Recano, assures the Court
that neither the firm, nor any of its employees, is connected
with the Debtors, their creditors, other parties-in-interest or
the United States Trustee or any person employed by the Office of
the U.S. Trustee.  Donlin Recano is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                    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)


PRC LLC: Wants to Sell Real Property to Brett Houston for $2.2MM
----------------------------------------------------------------
PRC LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to assume
an amended agreement on the sale of about three acres of
undeveloped real property to J. Brett Houston for $2,275,000.

The property, located at the southwest corner of Southwest 140th
Terrace and 119th Avenue, in Miami, Florida, was previously used
as a parking lot by employees working in one of PRC, LLC's call
centers -- the Kendal Center.  By April 2007, however, PRC ceased
its operations in that center, and the premises were vacated in
December 2007.  The Debtors paid $50,128 in real estate taxes in
respect of the Property in 2007.

According to Alfredo R. Perez, Esq., at Weil, Gotshal & Manges
LLP, in Houston, Texas, relates that since the Property was no
longer needed for business operations, PRC began to explore a
possible sale of the asset.  According to him, PRC interviewed
two established real estate brokers before ultimately selecting
ComReal Miami, Inc., an experienced commercial real estate
brokerage firm, to sell the Property.

Beginning in February 2007, Mr. Perez continues, ComReal led an
active marketing campaign that included print, email and web
listings.  In May 2007, PRC received a $1,200,000 offer from West
Tuscany, LLC, which PRC determined was unreasonably low.  Four
months after, two additional bidders, Mr. Houston and Grand Prize
Chevrolet, exchanged offers and counteroffers.  PRC ultimately
selected Mr. Houston's bid of $2,695,707, and on Oct. 17, 2007,
PRC entered into a Purchase and Sale Agreement with Mr. Houston.

During the contractual 60-day inspection period, however, Mr.
Houston notified PRC that, due to changes in market conditions
and the lack of interest shown by potential tenants for the
proposed newly developed space, he would complete the sale for
$2,000,000.  After additional negotiations, Mr. Perez relates,
PRC and Mr. Houston executed an amendment to their Sale
Agreement, dated Dec. 14, 2007, adjusting the purchase price to
$2,275,000 and extending the closing date to Jan. 31, 2008.

To preserve the benefits of the proposed sale, the Debtors and
Deerwood Financial Centre, LLC, as assignee of Mr. Houston,
entered into a second amendment to the Sale Agreement, dated
Jan. 28, 2008, extending the closing date to March 24, 2008,
to allow additional time for the Debtors to obtain Court approval
of their assumption of the Sale Agreement and the sale of the
Property.

The Second Amended Sale Agreement further provides that:

   (i) Mr. Houston will provide earnest money deposits
       for $250,000 with Shutts & Bowen LLP, to be credited
       toward the purchase price at closing or retained by the
       Debtors as liquidated damages in the event of Mr. Houston's
       material breach or default.

  (ii) Aside from the real property, other assets to be sold
       include the buildings and improvements located in the
       area, if any; the Debtors' right, title and interest in  
       easements, tenements, and appurtenances pertaining to
       the property; all fixtures found in the property, if
       any; and the Debtors' right, title and interest in all
       documents, including licenses, permits, architectural
       and engineering plans, among others.

(iii) An order authorizing the Debtors' assumption of the sale
       agreement should be entered by the Court on or before
       February 27, 2008.

  (iv) The sale agreement may be terminated by the Debtors or
       by Mr. Houston in the event of a material breach or
       default by the other party.

   (v) The Debtors should pay $182,000 in brokerage fees and
       commissions due to ComReal Miami, and Dave Colonna
       Properties, Inc.

Mr. Perez states that the purchase price represents fair market
value for the property, especially in light of the real estate
downturn in southern Florida.  He adds that they have fully
explored potential sales of the property, with ComReal doing the
marketing since February 2007, and have determined that a private
sale rather than an auction process is more appropriate.

Mr. Perez further says that the sale of the property will reduce
the Debtors' expenses as they no longer have to pay about $50,000
a year in real estate taxes.

The Debtors also request the Court to sell the property free and
clear of all liens, claims and encumbrances, saying that their
postpetition lenders do not object to the proposed sale
transaction.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer    
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.  (PRC LLC Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


PROTECTED VEHICLES: Bankruptcy Follows Marines' Reduced Orders
--------------------------------------------------------------
Protected Vehicles Inc.'s bankruptcy filing early this week
follows the U.S. Marine Corps' action to cut orders that caused
PVI to cut 250 jobs and to end operations late 2007, Bruce Smith
of The Associated Press reports.  Some observers told AP that the
fewer orders resulted from the eased war in Iraq and Afghanistan
and indicate further cuts in future orders.

A summary of the bankruptcy petition filed by PVI was released by
the Troubled Company Reporter on Feb. 7, 2008.

Marines spokesman Austin Johnson told AP that it inked a
$37.4 million deal relating to the delivery of 60 vehicles to the
Marine Corps last year.  However, PVI's initial vehicles delivered
were short of the Marine's standards, Mr. Johnson added.

AP noted the document submitted by PV with the U.S. Bankruptcy
Court for the District of South Carolina showing total assets of
$24 million and total liabilities of $58 million, it has an
estimated annual revenue of $6.6 million.  The Debtor owe more
than 200 creditors, including 266 workers, based on the document,
AP relates.

In August 2007, a competitor, Force Protection Inc., sued PVI and
founder Garth Barrett for fraud and breach of contract, among
others, AP reveals.

In January 2008, two creditors filed involuntary bankruptcy
petitions seeking the liquidation of PVI's assets, AP recalls.  
PVI has subsequently filed petition under chapter 11 that allows
the company to reorganize.

                      About Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc. aka
PVI -- http://www.protectedvehicles.com/-- founded in 2005,  
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. D.S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor is the United States Marine Corps with $15,801,765 of
claim.


QUEBECOR WORLD: D.E. Shaw Claims 1.2% Stake Ownership at Jan. 28
----------------------------------------------------------------
D.E. Shaw Laminar Portfolios LLC, D.E. Shaw & Co., LP, and
David E. Shaw, disclose in a Form 13G filing with the U.S.
Securities and Exchange Commission that they are deemed to
beneficially own 1,054,500 shares of Quebecor World Inc., common
stock, as of Jan. 28, 2008.

D.E. Shaw has reduced its stake in QWI to 1.2%, from 6.5%,
equivalent to 5,500,000 shares, on January 17, 2008.

According to Bloomberg, about 85,079,000 shares of QWI common
stock were outstanding as of Jan. 31, 2008.  The stock held a
closing price of CA$0.285 per share on Feb. 1, 2008.

                     About D. E. Shaw & Co.

New York-based D. E. Shaw & Co. -- http://www.deshaw.com/-- is  
always on the lookout for a good investment opportunity.  Through
various affiliates, the firm specializes in applying quantitative
and qualitative trading strategies to hedge fund management and
other investments.  It makes private equity investments in early-
stage and established firms involved in technology, health care,
and financial services.  It also acquires assets of distressed
companies.  The company's D.E. Shaw Research unit focuses on long-
term scientific and technological projects.  The company, which
has some $33 billion in capital under management, was founded in
1988 by chairman and CEO David E. Shaw.

                      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: Grosman Says Magazine Arm Unaffected by Bankruptcy
------------------------------------------------------------------
Doron Grosman, president of Quebecor World Inc.'s magazine
division, told Publishing Executive Inbox in an interview that QW
Magazine customers, as well as those in its other divisions, are
unaffected by the parent's reorganization.

Mr. Grosman said the unit's plants are all fully operational and
its commitments to its customers are being fulfilled.

"We've received an extraordinary level of support from the
magazine industry, including some personal notes from customers to
our plant personnel and management expressing their loyalty.  Many
customers recognize that QW is an integral part of the history of
many magazines, and its continued strength is important to the
industry," Mr. Grosman said.

                About Publishing Executive Inbox

Publishing Executive Inbox -- http://www.pubexec.com/-- is a  
biweekly summary of news brought to you by Publishing Executive
magazine.  Publishing Executive is available now in either print
or digital format.  It is an affiliate of North American
Publishing Company -- http://www.napco.com/-- established in 1958  
and headquartered in Philadelphia.

                      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)


RDR EMLEN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: R.D.R. Emlen, L.P.
        100 Emlen Way, Suite 108
        Telford, PA 18969

Bankruptcy Case No.: 08-10988

Chapter 11 Petition Date: February 7, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  Weir & Partners, L.L.P.
                  1339 Chestnut Street, Suite 500
                  Philadelphia, PA 19107
                  Tel: (215) 665-8181

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.


ROOSEVELT HUBBARD: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Roosevelt V. Hubbard, Jr.
        Carolyn A. Hubbard
        P.O. Box 18523
        Seattle, Washington 98118

Bankruptcy Case No.: 08-10609

Chapter 11 Petition Date: February 5, 2008

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street Ste. 500
                  Seattle, Washington 98101
                  Tel: 206 223-9595

Total Assets: $5,723,500

Total Debts: $4,000,919

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Bank of America                                    $13,791
P.O. Box 15726
Wilmington, DE
19886

Union Plus Credit Card                             $8,166
P.O. Box 60102
City of Industry, CA
91716

GEMB                                               $6,589
P.O. Box 960090
Orlando, FL
32896-0090

Citi Cards                                         $6,538

Levitz                                             $4,051

American Express                                   $2,429

Sears Charge Plus                                  $1,709

Chadwick's                                         $1,514

SAMS Club                                          $1,456

Avenue                                             $1,290

Lane Bryant                                        $704

Orthopedics Int Ltd                                $234

Swedish Medical                                    $67


SCOTT BURCH: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Scott Lee Burch
        6 Stonlington Road
        Laguna Beach, CA 92651

Bankruptcy Case No.: 08-10536

Chapter 11 Petition Date: February 5, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  1900 Avenue of the Stars, Suite 1800
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-9292
                  Fax: (310) 552-9291

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
F.M.S. Investment Corp.        $9,715
P.O. Box 681515
Schaumburg, IL 60168-1515

Unifund C.C.R. Partners        $608
Attention:
Matthew W. Quall, Esq.
Lang, Richert & Patch
5200 North Palm Avenue,
Suite 401
Fresno, CA 93704


SENTINEL MANAGEMENT: Bloom Given Time to Settle Lawsuit w/ Trustee
------------------------------------------------------------------
The Honorable John H. Squires of the U.S. Bankruptcy Court for the  
Northern District of Illinois gave a defendant in Sentinel
Management Group Inc.'s Chapter 11 case more time to settle
allegations of fraud against him.

Philip M. Bloom, a defendant in an adversary proceeding in
Sentinel's bankrupty case and former CEO of Sentinel, had earlier
requested the Court to dismiss a lawsuit against him for alleged
preferential and fraudulent transfers and damages.  In an effort
to avoid unnecessarily expending time and resources, Mr. Bloom and
the Chapter 11 Trustee that filed the lawsuit both agreed to
temporarily suspend further litigation and instead focus efforts
on potential settlement.

Accordingly, Judge Squires extended, until Feb. 15, 2008, the
period wherein Bloom can file his reply to the dismissal request
with the Court.  Additionally, Judge Squires stretched the date of
hearing on Bloom's dismissal request to Feb. 28, 2008.

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SIRVA INC: Court Okays Request to Borrow $100M Under DIP Financing
------------------------------------------------------------------
SIRVA Inc. and its debtor-affiliates sought and obtained the
bankruptcy court's authority, on an interim basis, to borrow up to
$100,000,000 under a $150,000,000 debtor-in-possession credit
facility with JPMorgan Securities, Inc., and JPMorgan Chase Bank,
N.A., as administrative agent for the lender parties and the DIP
Lenders.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, the
Debtors' proposed counsel, tells Judge Peck that the Interim
Financing and the proceeds of the initial disbursement under the
DIP Agreement will be used to:

   (i) repay the 2008 Loans owed to the Debtors' prepetition
       senior secured lenders; and

  (ii) fund their working capital and general corporate needs
       during the Debtors' Chapter 11 cases, including the
       establishment of reserve deposits with cash management
       banks as necessary.

"This will ensure that the Debtors maintain ongoing operations
and avoid immediate and irreparable harm and prejudice to their
estates and all parties-in-interest pending the Final Hearing,"
Mr. Cieri says.

Mr. Cieri relates that the Debtors have a $511,000,000 senior
credit facility through one of the Debtors, SIRVA Worldwide, Inc.

According to Mr. Cieri, the related credit agreement with
JPMorgan Chase Bank, N.A., and a consortium of other lenders,
consists of a $175,000,000 revolving credit facility and a
$336,000,000 term loan obligation.

On January 2, 2008, Mr. Cieri relates, the Debtors amended the
Prepetition Credit Facility to provide access to and priority
for:

   (a) Revolving Credit Loans made after January 2, in excess of
       $107,000,000;

   (b) Swing Line Loans after January 2; and

   (c) Reimbursement Obligations with respect to Letters of
       Credit which are issued, extended or renewed after
       January 2.

On January 22, 2008, the Prepetition Credit Facility was amended
to permit an additional $20,000,000 in term loans, all of which
are entitled to priority over the remaining loans issued pursuant
to the Prepetition Credit Facility.

Mr. Cieri says that the 2008 Loans were advanced primarily to
enable the Debtors to negotiate and solicit votes for their
Prepackaged Plan of Reorganization, filed February 5, 2008.

"The availability of the 2008 Loans was critical in enabling the
Debtors to enter into these proceedings in an organized manner
and avoiding a 'free-fall' chapter 11 filing, thus preserving
value for all parties-in-interest," Mr. Cieri tells Judge Peck.
"The 2008 Loans were extended on the premise that they would be
repaid through the DIP Financing or any similar financing."

Beginning in December 2007, the DIP Agreement was negotiated.  
Mr. Cieri also notes that the DIP Agreement contains an option
for the Debtors to convert the DIP Financing into an exit
financing facility after the Debtors exit Chapter 11.

The salient terms of the DIP Agreement are as:

  Borrower:              SIRVA Worldwide

  Guarantors:            SIRVA, Inc., CMS SIRVA, Inc., LLC, RS
                         Acquisition SIRVA, Inc., LLC, and all
                         of the direct and indirect domestic
                         subsidiaries of the Borrower, each as
                         a Debtor.

  Agent and Banks:       JPMCB, as DIP Agent, and the DIP Lenders
                         party to the DIP Agreement.

  Commitment:            (i) Up to $85,000,000 revolving credit
                         facility with a $60,000,000 sublimit
                         for letters of credit and (ii) up to
                         $65,000,000 term loan.

  Term:                  The earlier of (i) June 30, 2008, and
                         (ii) 30 days after the entry of the
                         Interim Order, in form and substance
                         reasonably satisfactory to the DIP
                         Agent, approving the DIP Financing, if
                         the final order has not been entered
                         before the 30-day period expires.

  Superpriority Claims:  All of the DIP Obligations will
                         constitute allowed senior
                         administrative claims against the
                         Debtors with priority over any and all
                         administrative expenses, adequate
                         protection claims and all other claims
                         against the Debtors.

  DIP Liens:             As security for the DIP Obligations,
                         these security interests and liens are
                         granted to the DIP Agent, subject only
                         to the Carve Out:

                         * First Lien on Unencumbered Property;

                         * Liens Junior to Existing Liens;

                         * Liens Priming Prepetition Credit
                           Facility Lenders' Liens; and

                         * Liens Senior to Certain Other Liens

  Carve Out:             The "Carve Out" for  (i) all fees
                         required to be paid to the Clerk of
                         the Court and to the Office of the
                         United States Trustee under Section
                         1930(a) of Title 28 of the United
                         States Code plus interest at a
                         statutory rate; (ii) fees and expenses,
                         up to $250,000, incurred by a trustee
                         under Section 726(b); and (iii)
                         following receipt of notice by the DIP
                         Agent after the occurrence and during
                         the continuance of an Event of Default
                         under the DIP Agreement, the payment of
                         accrued and unpaid professional fees and
                         expenses incurred by the Debtors and any
                         statutory committee appointed in the
                         Debtors' cases and allowed by the Court,
                         in an aggregate amount not exceeding
                         $5,000,000.  The Carve Out will not be
                         used to commence or prosecute any
                         Prohibited Claim.

  Underwriting and       An upfront fee equal to 2.00% of the
  Agency Fees:           maximum amount of the DIP Financing,
                         payable on the DIP Financing Effective
                         Date, plus an additional 1% of
                         approximately $42,310,000 backstopped
                         under the Incremental Commitment Letter.  
                         The Borrower will also pay agency fees
                         to the DIP Agent of $250,000 per annum.

  Revolving Letter of    The Borrower will pay the Lenders
  Credit Fees:           having Revolving Exposure: letter of
                         credit fees equal to (x) 6.50% per
                         annum times (y) the aggregate
                         outstanding face amount available to
                         be drawn under all Letters of Credit.
                         The Borrower agrees to pay directly to
                         an Issuing Bank, for its own account,
                         (i) a fronting fee equal to 0.25%,
                         per annum, times the aggregate face
                         amount of all outstanding Letters of
                         Credit and (ii) documentary and
                         processing charges for any issuance,
                         amendment, transfer or payment of a
                         Letter of Credit.

  Conversion Fee:        Upon conversion of the DIP Agreement
                         into the Exit Facility Agreement, the
                         DIP Lenders will be entitled to a
                         conversion fee of 25% of the common
                         stock of reorganized SIRVA, Inc.

  Interest Rate:         All amounts outstanding under the DIP
                         Facilities will bear interest (i) at
                         the Base Rate plus 5.5% per annum or
                         (ii) at the LIBOR Rate plus 6.5% per
                         annum.

  Default Interest:      Following the occurrence and during
                         the continuance of an event of default,
                         the interest rates under the DIP
                         Financing will increase by an
                         additional 2.00% per annum and
                         additional interest will be payable on
                         demand.

A full-text copy of the draft of the DIP Agreement is available
for free at http://bankrupt.com/misc/SirvaDIPCreditAgreement.pdf

The Court will convene a hearing on February 25, 2008, at 10:00
a.m., prevailing Eastern time, to consider final approval of the
Debtors' DIP Financing request.

                           About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation   
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home purchase
and home sale services, household goods moving, mortgage services
and home closing and settlement services.  SIRVA conducts more
than 300,000 relocations per year, transferring corporate and
government employees along with individual consumers.  SIRVA's
brands include Allied, Allied International, Allied Pickfords,
Allied Special Products, DJK Residential, Global, northAmerican,
northAmerican International, Pickfords, SIRVA Mortgage, SIRVA
Relocation and SIRVA Settlement.

The company and 61 of its affiliates filed separate petitions for
Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case No.
08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis, L.L.P. is
representing the Debtor.  At its bankruptcy filing, the company
reported total assets of $924,457,299 and total debts of
$1,232,566,813 for the quarter ended Sept. 30, 2007.


STAUNTON BUILDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Staunton Building Supply, Inc.
        867 Middlebrook Avenue
        Staunton, VA 24401
        Tel: (540) 885-8881

Bankruptcy Case No.: 08-50097

Type of Business: The Debtor sells lumber, plywood & millwork,
                  decorticators, lumbering equipment,
                  reforestation equipment, forestry saws, forestry
                  skidders, forestry increment borers, forestry
                  ipsometer, forestry machinery and equipment,
                  structures and building and construction and
                  manufacturing components in wholesale.

Chapter 11 Petition Date: February 7, 2008

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: Thomas W. Dixon, Jr., Esq.
                  Nelson, McPherson, Summers & Santos, L.C.
                  P.O. Box 1287
                  Staunton, VA 24402-1287
                  Tel: (540) 885-0346

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

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


TAMI GARVIN: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tami D. Powell Garvin
        16 Oratam Road
        Upper Saddle River, NJ 07458

Bankruptcy Case No.: 08-12227

Chapter 11 Petition Date: February 7, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Santo J. Bonanno, Esq.
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: (973) 686-9060

Total Assets: $1,503,300

Total Debts:  $1,745,398

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------
------------                              
T.D. Bank North                business loan         $275,000
Attention: McCarthy and
Schatzman
P.O. Box 2329
Princeton, NJ 08543

Roquemore and Roquemore                              $89,000
329 Oaks Trail Suite 212
Garland, TX 75374

Fort Lee Federal Savings Bank  repossed car          $45,000
817 Abbatt Boulevard
Fort Lee, NJ 07024

Bank of America                                      $24,559

Wachovia Securities                                  $23,300

Chase Auto Finance                                   $20,300

L.H.R., Inc.                                         $14,200

Bank of America                                      $11,514

I.R.S.                                               $8,200

                               more than three years $2,000
                               old

American Express                                     $3,000

Division of Taxation           after April 15, 2008  $2,900
                               more than three years
                               old

DeZerga Landscaping, Inc.                            $1,875

Dr. Sickler, D.D.S.                                  $1,200

R.M.S.                                               $350


TAYLOR NURSING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Taylor Nursing Home, Inc.
        3709 Oakbriar Lane
        Colleyville, TX 76034-8602

Bankruptcy Case No.: 08-40630

Chapter 11 Petition Date: February 7, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Mark Joseph Petrocchi, Esq.
                  Goodrich, Postnikoff, Albertson & Petrocchi,
                  L.L.P.
                  777 Main Street, Suite 1360
                  Fort Worth, TX 76102
                  Tel: (817) 335-9400
                  Fax: (817) 338-9209

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

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


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).


TRANSDIGM GROUP: Earns $27 Million in First Quarter Ended Dec. 29
-----------------------------------------------------------------
TransDigm Group Incorporated reported Thursday results for the
fiscal first quarter ended Dec. 29, 2007.

Net income for the quarter rose 32.6% to $27.0 million, compared
with $20.3 million in the comparable quarter a year ago.  

The company attributes the increase in net income of $6.7 million
to the growth in net sales and improvements in operating margins
resulting from the strength of the company's proprietary products
and productivity improvements.  These factors were partially
offset by higher research and development expenses and higher
amortization and interest expense resulting from recent
acquisitions.

Net sales for the quarter rose 32.9% to $163.1 million from
$122.7 million in the comparable quarter a year ago.  Organic net
sales growth was approximately 7.5%.  This organic growth was
negatively impacted by a large one-time commercial aftermarket
shipment in the prior year quarter.  The acquisitions of Aviation
Technologies Inc. and Bruce Aerospace Inc. accounted for the
balance of the sales increase.

Adjusted net income for the quarter increased 33.1% to
$29.1 million from $21.9 million in the comparable quarter a year
ago.  Adjusted net income for the current quarter excludes
$2.2 million, net of tax, of non-cash compensation costs and
acquisition-related expenses.  Adjusted net income for the prior-
year quarter excluded $1.6 million, net of tax, of non-cash
compensation costs and acquisition-related expenses.

EBITDA for the quarter increased 35.8% to $73.4 million from
$54.1 million for the comparable quarter a year ago.  EBITDA As
Defined for the quarter also increased 34.8% to $75.9 million from
$56.3 million for the comparable quarter a year ago.  EBITDA As
Defined as a percentage of net sales for the quarter was 46.5%.

EBITDA As Defined is EBITDA plus certain non-operating items,
acquisition-related costs, non-cash charges incurred in
connection with certain employee benefit plans and certain
expenses incurred in connection with the company's financing
activities, including the public equity offerings.

"We are very pleased with the start to our 2008 fiscal year,"
stated W. Nicholas Howley, TransDigm Group's Chairman and Chief
Executive Officer.  "We are particularly pleased with sales growth
of 33.0% and the improvement in EBITDA As Defined for the quarter.
The 46.5% EBITDA As Defined margin includes the dilutive impact of
recent acquisitions of approximately two hundred basis points,
demonstrates our ability to effectively leverage operating
expenses, integrate acquisitions and successfully implement our
value drivers throughout the organization."

                      About TransDigm Group

Headquartered in Cleveland, Ohio, TransDigm Group Incorporated
(NYSE: TDG) - http://www.transdigm.com/-- through its wholly-
owned subsidiaries, is a designer, producer and supplier of highly
engineered aircraft components for use on nearly all commercial
and military aircraft in service today.  Major product offerings,
substantially all of which are ultimately provided to end-users in
the aerospace industry, include ignition systems and components,
mechanical/electro-mechanical actuators and controls, gear pumps,
engineered connectors, specialized valving, power conditioning
devices, engineered latches and cockpit security devices,
specialized AC/DC electric motors, lavatory hardware and
components, hold-open rods and locking devices, aircraft audio
systems, NiCad batteries/chargers, and specialized fluorescent
lighting and cockpit displays.

                          *     *     *

Moody's Investor Services placed TransDigm Group Incorporated's
long-term issuer default rating at 'B' in May 2006.  The outlook
is negative.  The rating holds to this date.


TRIPATH TECHNOLOGY: Judge Morgan Confirms Amended Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Marilyn Morgan of the United States Bankruptcy Court for
the Northern District of California confirmed Tripath Technology
Inc.'s Third Amended Chapter 11 Plan of Reorganization.

The Debtor tell the Court that Etelos Inc. will contribute up to
$100,000 to the disbursing agent and will not receive any claim
against the estate in exchange for it.  Etelos, along with its
assets, will merge into the reorganized Debtor, on the effective
date.

                       Treatment of Claims

Under the Plan, each holder of these claims will be paid in full,
on the effective date of the Plan:

   -- Administrative Expense Claim;
   -- Non-Tax Priority Claims; and
   -- Priority Tax Claims.

On the effective date of the Plan, holder of Secured Parties claim
will receive five million shares of new common stock on a fully
diluted basis.  The Secured Parties are currently comprised of:

   -- Enable Growth Partners, LP;
   -- Bushido Capital Master Fund, LP;
   -- Enable Opportunity Partners, LP;
   -- Gamma Opportunity Capital Partners, LP Class A;
   -- Gamma Opportunity Capital Partners, LP Class C;
   -- Gryphon Master Fund, L.P.;
   -- GSSF Master Fund, L.P.; and
   -- SRG Capital, LLC.

In addition, holder may waive its claim and release the remaining
lien in turn of a merger transaction and issuance of new common
stock.  If the merger parties elect not to consummate, the Debtor
will pay $250,000 in cash to the Secured Parties' claim.

Each holder of General Unsecured Claim will receive a pro rata
share of any distribution of the post-confirmation assets, but not
to exceed its allowed claim.  

Holders of Convenience Claims, totaling approximately $5,000, will
be entitled to receive cash, in full, in the amount of 20% of its
allowed claim.

All Equity Interests will be extinguished and canceled and holders
will not receive any distribution under the Plan.

A full-text copy of the Third Amended Chapter 11 Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=080210204310

                     About Tripath Technology

Headquartered in San Jose, California, Tripath Technology, Inc.,
-- http://www.tripath.com/-- provided provides semiconductor  
electronic devices.  The company filed for Chapter 11 protection
Feb. 7, 2007 (Bankr. N.D. Calif. Case No. 07-50358).  Gabriel
Liao, Esq., at Perkins Coie LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against its creditors, it listed total assets of $2,896,612 and
debts of $8,369,286.


TWEETER HOME: Wants Court to Extend Plan-Filing Period to June 5
----------------------------------------------------------------
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
ask the Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware to extend, until June 5, 2008, the
exclusive period wherein the Debtors can file a plan of
reorganization, the Associated Press reports.

In addition, the Debtors seek to extend the exclusive period to
solicit acceptances of that plan to August 4, 2008.

The Debtors say that the extension is warranted since they are
still in the process of sorting out claims figuring out their
financial condition, the AP relates.

As reported in the Troubled Company Reporter on Jan. 24, 2008, the
Court extended, until May 7, 2008, the period wherein the Debtors
may remove any actions pending on the date of their bankruptcy
filing.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.  The Court gave the Debtors until
Feb. 6, 2008 to file a plan of reorganization.


TYSON FOODS: Unit Finalizes Plan to Restructure Kansas Operations
-----------------------------------------------------------------
Officials at Tyson Fresh Meats, Inc. have finalized plans for
restructured operations at the company's Emporia, Kansas, beef
plant and have released a transition schedule.

The final shift of beef slaughter operations at Emporia will be
February 13, while the remaining processing shift will end
February 15.  Meanwhile, the start of new, value-added beef
production at the plant will begin February 20.  The restructured
operations, which will employ between 600 and 700 people, will
involve cold storage and shipping, specialty beef processing and
ground beef processing.

Last month Tyson announced plans to modify beef operations at
Emporia, by discontinuing beef slaughter and some processing
operations.  The company initially reported the changes would
result in the elimination of about 1,500 of the plant's 2,400
jobs.  However, after additional analysis, company officials have
determined the restructuring will involve the elimination of an
additional 200 to 300 positions.

"When senior management made the initial decision to discontinue
slaughter operations, we believed it was important to promptly
notify our Team Members and make public disclosure," said Jim
Lochner, senior group vice president of Tyson Fresh Meats.  

"Our first announcement was based on what we knew at the time of
the initial decision.  Since the announcement, we've been able,
with the assistance of the Emporia management team, to do a more
extensive study of future production options and now have a better
estimate of our staffing needs."

Workers with certain production skills are being selected to fill
many of the 600 to 700 jobs that will be part of the restructured
operation.  The process of notifying these workers, who will come
from the plant's previous first and second shift operations,
begins immediately and should be completed within a week.

Additional processing and cold storage workers at the Emporia
plant were given a layoff notice today, even though some of them
will ultimately remain on staff as part of restructured operations
at Emporia.  

"We realize this is a difficult process for everyone involved,"
Mr. Lochner said.  "That's why we've worked as quickly as possible
to determine specifically what type of operation will remain at
Emporia and who we will need to run it successfully."

Virtually all of the Emporia workers who have been displaced are
being given the opportunity to work at one of the company's other
facilities.  So far, more than 500 have indicated an interest in
transferring to other Tyson beef plants.  This week, affected
workers are also being offered incentives to transfer to some of
the company's poultry plants.   

Workers displaced by the cutbacks will continue to be paid and
receive benefits for 60 days, in accordance with federal law.  
Even though many of them will not be working at the Emporia plant
during this 60 day period, they will continue to be paid during
this period and now have time to explore other employment
opportunities, including those available at Tyson.
The company has no current plans to resume beef slaughter
operations at Emporia.

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of         
chicken, beef, and pork.  

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The company
also has a beef complex in Canada, and is involved in a vertically
integrated beef operation in Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


TYSON FOODS: Board Names New Officers, Forms Nominating Committee
-----------------------------------------------------------------
The board of directors of Tyson Foods Inc. continues to enhance
the company's corporate governance structure, Tyson officials
reported a week ago.  At its most recent quarterly meeting the
board appointed a Lead Independent Director and a new chairman of
its Compensation Committee, and also established a Nominating
Committee.

"Since becoming chairman, I've worked with the board on ways to
enhance our approach to corporate governance," said John Tyson,
chairman of Tyson Foods.  "These most recent measures are evidence
of the progress we continue to make in this important area of our
business."

The Tyson board has appointed Jim Kever, who has been a director
since 1999, to serve in two additional capacities.  The former
Envoy Corporation CEO and founder of an investment partnership,
has assumed the newly-established position of Lead Independent
Director.  This means he will preside over sessions where
independent directors meet outside the presence of insiders or
company management.

Mr. Kever will also serve on the board's Executive Committee,
which also includes Don and John Tyson.  The primary function of
the Executive Committee is to act on behalf of the board during
intervals between regularly scheduled quarterly meetings.  In
addition, Kever will continue to serve as chairman of the Audit
Committee.

The Tyson board also appointed Kevin M. McNamara to serve as
chairman of its Compensation Committee.  Mr. McNamara is Executive
Vice President, Chief Financial Officer and Treasurer of
HealthSpring, Inc. and joined the board in 2007.  The primary
functions of the Compensation Committee are to establish the
company's compensation policies and oversee the administration of
the company's employee benefit plans.  This includes the annual
granting of options, which the company does four days after
announcement of earnings for the fiscal year.  The practice of
granting options on the same day each year was initiated three
years ago.

The newly-created Nominating Committee, to be composed entirely of
independent directors, will consist of Jim Kever, Albert C.
Zapanta, and Jo Ann R. Smith, who will serve as the chairperson.  
They will be responsible for identifying qualified candidates to
serve as directors, a task previously handled by the entire board.

The Nominating Committee's first task in 2008 is to identify
candidates to nominate to the board as a new independent director.  
Once the identification and selection process is completed, which
is expected to occur before the end of the company's fiscal year
on Sept. 27, 2008, Tyson will have seven independent directors and
four inside directors.

Except for the Executive Committee, all committees of the Tyson
board have been composed solely of independent directors for many
years.  In addition to the Audit, Compensation and Nominating
Committees, the board also has a Governance Committee, which is
chaired by Lloyd V. Hackley, the Chancellor of Fayetteville State
University in North Carolina.

Additional information on the various committees can be obtained
by going to http://ir.tyson.com/

In addition to Kever, Zapanta, Smith, Hackley, McNamara, Don Tyson
and John Tyson, the Tyson Board of Directors currently includes
Richard L. Bond, Scott T. Ford and Barbara A. Tyson.

                        About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of         
chicken, beef, and pork founded in 1935.  

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The company
also has a beef complex in Canada, and is involved in a vertically
integrated beef operation in Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


UNIFIED CAPITAL: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Unified Capital Group
        fdba California Mortgage Group
        1723 Hamilton Avenue, Suite K
        San Jose, CA 95125

Bankruptcy Case No.: 08-50492

Type of Business: The Debtor is a wholesale provider of loans to
                  the mortgage industry.  See
                  http://www.ucglending.com/

Chapter 11 Petition Date: February 6, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Sidney C. Flores, Esq.
                  97 East St. James Street, Suite 102
                  San Jose, CA 95112
                  Tel: (408) 292-3400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Express               trade debt            $60,000
Box 0001
Los Angeles, CA 90096-0001

Bank Of America                trade debt            $43,000
Business Card
P.O. Box 15710
Wilmington, DE 19886-5710

Telepacific                    trade debt            $9,000
Las Vegas, NV 89133-6430

Verizon Wireless               trade debt            $9,000

T.B.S. Courier                 trade debt            $5,500

Document Systems, Inc.         trade debt            $3,158

Help Desk Computers            trade debt            $3,059

U.S. Bank                      trade debt            $2,671

Need Creditor Name             trade debt            $2,000


UNO RESTAURANT: S&P Cuts Ratings to CCC; Retains Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Boston-
based Uno Restaurant Holdings Corp. to 'CCC' from 'CCC+'.  The
outlook remains negative.
     
"We believe that challenging conditions facing the casual-dining
restaurant industry and the company's inconsistent performance
make a covenant breach a distinct possibility," said Standard &
Poor's credit analyst Jackie E. Oberoi.  

The rating action is based on deterioration of cushion over
financial covenants on its senior secured revolving credit
facility as of the first quarter ended Dec. 30, 2007.


US SHIPPING: Distributes $0.45 Per Unit for 2007 Fourth Quarter
---------------------------------------------------------------
U.S. Shipping Partners LP's board of directors declared a
distribution of $0.45 per common unit in respect of the fourth
quarter, or $1.80 per common unit for full year 2007.  The
distribution will be payable on Feb. 15, 2008 to unitholders of
record on Feb. 12, 2008.

The Partnership also disclosed that United States Shipping Master
LLC, the holder of subordinated units and general partner units,
had requested that the partnership not pay the fourth quarter
distribution on the subordinated units and general partner units
and instead retain the cash for working capital purposes; to
increase reserves available for payment of future quarterly
distributions on its common units; for the completion of its
capital construction program; and to strengthen coverage to the
partnership's financial covenants under its credit facility in
future periods.

As a result of the non-payment of the fourth quarter distribution
on the subordinated units, the 1,318,085 subordinated units that
would have otherwise converted at the end of 2007 into freely
tradeable common units will not convert, and the conversion tests,
which  require the payment of the minimum quarterly distribution
on the common and subordinated units for three consecutive, non-
overlapping four quarter periods, will begin again, meaning that
the earliest any of the subordinated units could convert into
common units is after Dec. 31, 2010.  The total amount of the
quarterly distribution not being paid on the subordinated and
general partner units is approximately $3.3 million.

Based on the partnership's projected utilization and charter rates
for its fleet in 2008 in light of expected increases in the number
of vessels operating in the spot market, the projected delivery of
two articulated tug barges currently under construction on time
and on budget in the second half of 2008, and current economic and
market conditions, management anticipates that in 2008 it will
continue to pay the minimum $0.45 quarterly distribution on the
common units and will remain in compliance with all financial
covenants under its credit facility.

                   About U.S. Shipping Partners

Based in Edison, New Jersey, U.S. Shipping Partners L.P.
(NYSE:USS) -- http://www.usslp.com/-- provides long-haul marine  
transportation services, principally for refined petroleum
products, in the United States domestic coastwise trade.  The
company is also involved in the coastwise transportation of
petrochemical and commodity chemical products, as measured by
fleet capacity.  U.S. Shipping's fleet consists of 10 tank
vessels: six integrated tug barge units; one product tanker, and
three chemical parcel tankers.  The company's primary customers
are oil and chemical companies.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Standard & Poor's Ratings Services lowered its ratings on U.S.
Shipping Partners L.P., including lowering the corporate credit
rating to 'B-' from 'B+'.  At the same time, S&P removed
the ratings from CreditWatch, where they were placed with negative
implications on Aug. 10, 2007.  The outlook is negative.  The
Edison, N.J.-based shipping company has about $441 million of
lease-adjusted debt.


WACHOVIA BANK: Moody's Maintains Low-B Ratings on Five Classes
--------------------------------------------------------------
Moody's Investors Service upgraded these ratings of four classes
and affirmed these ratings of 15 classes of Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-C2:

  -- Class A-2, $41,136,280, affirmed at Aaa
  -- Class A-3, $63,902,640, affirmed at Aaa
  -- Class A-4, $471,716,000, affirmed at Aaa
  -- Class IO-1, Notional, affirmed at Aaa
  -- Class IO-2, Notional, affirmed at Aaa
  -- Class IO-3, Notional, affirmed at Aaa
  -- Class B, $32,815,000, affirmed at Aaa
  -- Class C, $10,939,000, affirmed at Aaa
  -- Class D, $28,439,000, affirmed at Aaa
  -- Class E, $8,751,000, affirmed at Aaa
  -- Class F, $10,938,000, upgraded to Aa1 from Aa3
  -- Class G, $15,314,000, upgraded to Aa3 from A2
  -- Class H, $13,126,000, upgraded to A2 from A3
  -- Class J, $16,408,000, upgraded to Baa2 from Baa3
  -- Class K, $15,313,000, affirmed at Ba1
  -- Class L, $4,376,000, affirmed at Ba2
  -- Class M, $8,751,000, affirmed at B1
  -- Class N, $7,656,000, affirmed at B2
  -- Class O, $6,165,000, affirmed at B3

As of the Jan. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 11.3%
to $775.8 million from $875.1 million at securitization.  The
Certificates are collateralized by 99 mortgage loans ranging in
size from less than 1.0% to 5.8% of the pool, with the 10 largest
non-defeased loans representing 29.3% of the pool.  The pool
includes a shadow rated investment grade loan representing 2.7% of
the pool.  Twenty-nine loans, representing 26.9% of the pool, have
defeased and are secured by U.S. Government securities.

No loans have been liquidated from the pool.  Currently there are
two loans representing 1.9% of the pool in special servicing.  At
this time Moody's is not estimating a loss from the specially
serviced loans.  Eight loans, representing 8.4% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial 2007
operating results for 94.0% and 86.4% of the pool, respectively.   
Moody's loan to value ratio for the conduit component is 82.8%,
essentially the same as at Moody's last full review in February
2007 and compared to 92.1% at securitization.  Moody's is
upgrading Classes F, G, H and J due to defeasance, increased
credit support and overall stable pool performance.

The shadow rated loan is the Home Depot Expo Design Center Loan
($20.9 million - 2.7%), which is secured by a 105,000 square foot
retail building located in Encinitas, California.  The property is
100.0% occupied by Home Depot, Inc. (Moody's senior unsecured
rating Baa1; stable outlook) through January 2028.  Although
property's financial performance has been stable since last
review,  Moody's rating is based on the credit quality of the
tenant.  Home Depot's senior unsecured rating was downgraded to
Baa1 from Aa3 on Sept. 13, 2007.  Moody's current shadow rating is
Baa1, compared to Aa3 at last review.

The top three non-defeased conduit loans represent 14.6% of the
outstanding pool balance.  The largest conduit loan is the
Crossing at Smithfield Loan ($45.0 million - 5.8%) which
represents the senior portion of a $50.7 million first mortgage
loan.  The loan is secured by a 588,000 square foot anchored
retail center located in Smithfield, Rhode Island.  The property
is anchored by Home Depot, Target and Kohl's.  The property was
99.0% occupied as of November 2007, essentially the same as at
last review.  Moody's LTV is 80.8%, compared to 82.0% at last
review.

The second largest conduit loan is the Promenade at Town Center
Loan ($35.4 million - 4.6%), which is secured by an 182,000 square
foot anchored retail center located in Valencia, California.  The
center is anchored by Safeway-Pavilion Supermarket and HomeGoods.   
The property was 97.0% occupied as of September 2007, compared to
100.0% at last review.  Performance has improved since last review
based on amortization and increased revenues.  Moody's LTV is
82.2%, compared to 85.0% at last review.

The third largest conduit loan is the Kentlands Marketplace Loan
($32.9 million - 4.2%), which is secured by a 252,000 square foot
retail center located in Gaithersburg, Maryland.  The center is
anchored by Whole Foods, Kentland's Stadium 8, Petsmart and
Michael's.  The property was 98.5% occupied as of September 2007,
compared to 91.0% at securitization.  Moody's LTV is 70.1%,
essentially the same as at last review.


* Fitch Says Credit Crunch in Leveraged Loan Market to Continue
---------------------------------------------------------------
The dislocation in the credit markets has spread to leveraged
loans and collateralized loan obligations and will continue to
affect performance in 2008, as discussed by Fitch Ratings in a new
report.

The report, "Developments in the U.S. Leveraged Loan and CLO
Markets," chronicles events in the leveraged loan and CLO markets
leading up to and including the dramatic shift in market sentiment
in 2007 and provides a view of these markets going forward.

"The ongoing credit crunch is reshaping the leveraged loan
market," said William May, Senior Director of Fitch Credit Market
Research.  "Aggressive loan structures, in particular, will be put
to a significant test over the coming year."

As with all structured finance vehicles, CLO performance is
inextricably linked to the performance of underlying collateral.  
As such, CLOs are not immune to the crisis embroiling the credit
markets and the forces behind it which are having a significant
negative impact on high yield bonds and loans.

Risk in the leveraged loan market had in fact been building for
some time due to declining structural protections and other
aggressive features of new deals brought to market in recent
years.  The abundance of loans originated to fund shareholder-
oriented activities, such as leveraged buyouts, as well as
covenant-light and second-lien loans, was a part of this trend.

As weaker macroeconomic conditions, softer credit fundamentals,
and constrained liquidity push up corporate default rates, these
risks will continue to weigh on market sentiment and performance.  
Recovery rates are also expected to suffer as a result of loan-
heavy capital structures and weak structural protections.

Beyond credit issues, Fitch's new study also discusses technical
challenges faced by CLOs including the role of mark-to-market
pricing, a diminished CLO investor base, and the potential for
complications due to structural constraints.

The report also offers an overview of Fitch's recently published
proposal to update its CDO rating methodology in order to address
emerging credit concerns and changing market dynamics.


* Fitch Says Mat'l Costs Will Constrain Coal Producers' Earnings
----------------------------------------------------------------
Higher operating and materials costs will constrain earnings
growth for U.S. coal producers in 2008 despite an improved pricing
environment, according to Fitch Ratings.  Fitch expects only
modest growth in coal production following a 1% contraction in
2007.

Coal producers are experiencing elevated prices of consumables
such as fuel, explosives and steel, in addition to high labor
costs.  Maintenance and capital costs continue to be on the rise,
and can be amplified when mining in new or challenging regions.

A further uncertainty is the current regulatory environment
regarding carbon emissions, which has stalled plans for many new
coal plant builds.  These new coal plants would cap domestic
demand in the intermediate term.

Despite the high cost environment, Fitch believes that coal
producers will, for the most part, continue to balance capital
spending with free cash flows and maintain healthy capital
structures.  Growth in export demand may underpin higher pricing
and should help companies manage production volumes efficiently to
lower unit costs.
"Most issuers have made strides toward improving their liquidity
positions, despite a very challenging 2007 for the coal industry
and markets in general," said Monica Bonar, Director, Fitch
Ratings.  "Consolidation will continue on a modest scale and
generally involve acquisition and sale of reserves."


* S&P Says Newspaper Industry Credit Concerns Continue to Grow
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on
newspaper publisher Morris Publishing Group LLC and its 'B+'
rating on Journal Register Co. on CreditWatch with negative
implications.  In January 2008, S&P downgraded its rating on
MediaNews Group Inc. to 'B' from 'BB-' and its rating on Freedom
Communications Inc. to 'B+' from 'BB'.  The rating outlook for
each of these companies is negative.  The aforementioned rating
actions reflect weakening operating trends in the newspaper
sector, which S&P expects could continue to drive meaningful
EBITDA declines in 2008 and lead to a tightening of the cushions
in each company's bank covenants.
     
Industrywide, total newspaper print advertising revenues declined
in the March, June, and September 2007 quarters by 6.4%, 10.2%,
and 9.0%, respectively, according to the Newspaper Association of
America.  Even though most newspaper companies are aggressively
cutting costs and some are rapidly growing revenue from online
sources, print advertising revenue declines have outpaced these
gains, and cash flow declined across S&P's rated universe in 2007.   
S&P has taken 10 negative rating actions for eight companies in
2007, and then the aforementioned negative actions in early 2008.
     
So far in 2008, a number of companies have reported accelerating
newspaper advertising revenue declines, including Gannett Co.
Inc., The New York Times Co., and McClatchy Co., which have raised
concerns that the pace of ad revenue declines could exceed the
expectations built into S&P's ratings.  This is one of the driving
assumptions underlying S&P's cash flow expectations, which is the
key ratings consideration at this time.  Each of these companies,
as well as Tribune Co., has a negative rating outlook, and S&P's
outlook statements for each contain S&P's current assumptions
regarding operating metrics.
     
At this time, in the case of Gannett, The New York Times,
McClatchy, and Tribune, significant levels of debt repayment have
either been achieved recently and/or are expected over the near
term, which clearly improves balance sheet strength.  However, a
slowing economy is exacerbating ad revenue declines so far in
2008, and a continuation of recent worsening trends over the
coming months would likely result in additional negative rating
actions.

Standard & Poor's rated newspaper companies are:

     Washington Post Co.               A+/Stable/A-1
     Gannett Co. Inc.                  A-/Negative/A-2
     The New York Times Co.            BBB/Negative/A-3
     McClatchy Co.                     BB/Negative/--
     Morris Publishing Group LLC       BB-/Watch Neg/--
     GateHouse Media Operating Inc.    B+/Stable/--
     Freedom Communications Inc.       B+/Negative/--
     Journal Register Co.              B+/Watch Neg/--
     MediaNews Group Inc.              B/Negative/--
     Tribune Co.                       B/Negative/--
     Triple Crown Media LLC            B/Watch Neg/--



* Act to Protect Medical Debt Homeowners Introduced
---------------------------------------------------
Representative Carol Shea-Porter (D-NH) is introducing H.R. 5138
or the Medical Bankruptcy Fairness Act of 2008 to amend title 11
of the U.S. Code to provide protection for medical debt
homeowners, to restore bankruptcy protections for individuals
experiencing economic distress as caregivers to ill or disabled
family members, and to exempt from means testing debtors whose
financial problems were caused by serious medical problems.

The Act would increase the Federal Homestead Exemption in
Bankruptcy to $250,000 for "medically distressed debtors," Oregon
attorney Kent Anderson explained in an article at
BankruptcyLawNetwork.com.  The bill also prohibits trustees in
such instances from dismissing a case or converting to Chapter 13
based on the substantial abuse provision of 707(b) of Title ll.

Mr. Anderson's article stated that a medically distressed debtor
is defined under the Act as a debtor in bankruptcy who has spent
more than 25% of annual income on unreimbursed medical expenses or
has lost more than four weeks of work due to the debtor's or a
relative's illness.


* New York Attorney General Investigates Rating Firms
-----------------------------------------------------
The New York state's attorney general is investigating Moody's
Investors Service, Standard & Poor's, and Fitch Ratings regarding
their ratings of mortgage-related bonds, reports say.

The rating firms have given too high ratings for various bonds
backed by subprime mortgages and to collateralized debt
obligations that heavily invested in mortgage instruments.  The
ratings were later downgraded.  To improve their rating system,
rating agencies now announced plans to improve analysis of
mortgage-related bonds and other structured-finance vehicles.

Meanwhile, the office of Attorney General Andrew Cuomo has issued
subpoenas to S&P, Moody's and Fitch in relation to the excessive  
ratings, which resulted to billions of dollars in write-offs at
financial firms.

According to a report by Aaron Lucchetti of The Wall Street
Journal, Mr. Cuomo's office could encourage an industrywide
settlement that would include an agreement for the three ratings
firms to improve their practices in a coordinated way.


* BOND PRICING: For the Week of Feb. 4 - Feb. 8, 2008
-----------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     74
Albertson's Inc                       6.520%  04/10/28     69
Albertson's Inc                       6.530%  04/10/28     69
Albertson's Inc                       6.560%  07/26/27     70
Albertson's Inc                       6.570%  02/23/28     69
Albertson's Inc                       6.630%  06/02/28     70
Albertson's Inc                       7.110%  07/22/27     75
Albertson's Inc                       7.150%  07/23/27     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     67
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             5.950%  12/05/35     65
Ambac Inc                             6.150%  02/15/37     50
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     71
AMD                                   6.000%  05/01/15     71
Amer & Forgn Pwr                      5.000%  03/01/30     54
Americredit Corp                      0.750%  09/15/11     70
Americredit Corp                      2.125%  09/15/13     64
Americredit Corp                      2.125%  09/15/13     65
Americaredit Corp                     8.500%  07/01/15     73
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     73
Ames True Temper                     10.000%  07/15/12     49
Ashton Woods USA                      9.500%  10/01/15     50
Assured Guaranty                      6.400%  12/15/66     69
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
B&G Foods Inc.                       12.000%  10/30/16      7
Bally Total Fitn                     13.000%  07/15/11     75
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Bankunited Cap                        3.125%  03/01/34     62
BBN Corp                              6.000%  04/01/12      0
Beazer Homes USA                      4.625%  06/15/24     71
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     73
Beazer Homes USA                      8.125%  06/15/16     75
Berry Plastics                       10.250%  03/01/16     74
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     64
Borden Inc                            8.375%  04/15/16     61
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     70
Bowater Inc                           9.375%  12/15/21     73
Broder Bros Co                       11.250%  10/15/10     74
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      4
Builders Transport                    6.500%  05/01/11      0
Builders Transport                    8.000%  08/15/05      0
Burlington North                      3.200%  01/01/45     53
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     70
CCH I LLC                            11.000%  10/01/15     70
Cell Genesys Inc                      3.125%  11/01/11     67
Charming Shoppes                      1.125%  05/11/14     70
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm Hld                     11.750%  05/15/11     70
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     57
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     74
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     45
Clear Channel                         4.900%  05/15/15     72
Clear Channel                         5.500%  09/15/14     75
Clear Channel                         5.500%  12/15/16     71
Clear Channel                         7.250%  10/15/27     72
CMP Susquehanna                       9.875%  05/15/14     70
Cogent Commnuications                 1.000%  06/15/27     74
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     75
Comerica Cap TR                       6.576%  02/20/37     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     49
CompuCredit                           5.875%  11/30/35     43
Conexant Systems                      4.000%  03/01/26     75
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     67
Countrywide Finl                      5.250%  05/11/20     73
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     72
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     74
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     73
Countrywide Finl                      6.000%  12/14/35     72
Countrywide Finl                      6.000%  02/08/36     72
Countrywide Home                      6.150%  06/25/29     75
Crown Cork & Seal                     7.500%  12/15/96     69
Curagen Corp                          4.000%  02/15/11     71
Custom Food Prod                      8.000%  02/01/07      0
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     60
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     28
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     70
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finova Group                          7.500%  11/15/09     15
Finlay Fine Jwly                      8.375%  06/01/12     52
First Data Corp                       4.700%  08/01/13     66
First Data Corp                       4.850%  10/01/14     60
Ford Motor Cred                       5.650%  01/21/14     74
Ford Motor Cred                       5.750%  01/21/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  03/20/14     73
Ford Motor Cred                       6.000%  03/20/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     68
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     71
Ford Motor Cred                       6.000%  01/20/15     72
Ford Motor Cred                       6.000%  02/20/15     71
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  04/21/14     74
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  01/20/15     72
Ford Motor Cred                       6.200%  03/20/15     71
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     74
Ford Motor Cred                       6.550%  07/21/14     74
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     75
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     63
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     64
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     72
Ford Motor Co                         7.500%  08/01/26     69
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     66
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     72
Frontier Airline                      5.000%  12/15/25     69
General Motors                        6.750%  05/01/28     67
General Motors                        7.375%  05/23/48     70
General Motors                        7.400%  09/01/25     73
Georgia Gulf Crp                      7.125%  12/15/13     73
Georgia Gulf Crp                     10.750%  10/15/16     67
GMAC                                  5.350%  01/15/14     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.850%  06/15/13     71
GMAC                                  5.900%  01/15/19     64
GMAC                                  5.900%  01/15/19     62
GMAC                                  5.900%  02/15/19     62
GMAC                                  5.900%  10/15/19     61
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     64
GMAC                                  6.000%  03/15/19     63
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  04/15/19     65
GMAC                                  6.000%  09/15/19     68
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     66
GMAC                                  6.050%  10/15/19     64
GMAC                                  6.100%  09/15/19     64
GMAC                                  6.125%  10/15/19     69
GMAC                                  6.150%  08/15/19     64
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     74
GMAC                                  6.200%  04/15/19     69
GMAC                                  6.250%  12/15/18     72
GMAC                                  6.250%  01/15/19     67
GMAC                                  6.250%  04/15/19     66
GMAC                                  6.250%  05/15/19     67
GMAC                                  6.250%  07/15/19     68
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.300%  08/15/19     66
GMAC                                  6.350%  04/15/19     67
GMAC                                  6.350%  07/15/19     67
GMAC                                  6.350%  07/15/19     69
GMAC                                  6.400%  12/15/18     70
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     72
GMAC                                  6.450%  02/15/13     74
GMAC                                  6.500%  06/15/18     73
GMAC                                  6.500%  11/15/18     69
GMAC                                  6.500%  12/15/18     68
GMAC                                  6.500%  12/15/18     72
GMAC                                  6.500%  05/15/19     72
GMAC                                  6.500%  01/15/20     67
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     68
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     69
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     73
GMAC                                  6.650%  10/15/18     66
GMAC                                  6.650%  10/15/18     73
GMAC                                  6.650%  02/15/20     71
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  08/15/16     68
GMAC                                  6.700%  06/15/18     67
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  11/15/18     69
GMAC                                  6.700%  06/15/19     68
GMAC                                  6.700%  12/15/19     68
GMAC                                  6.750%  08/15/16     73
GMAC                                  6.750%  09/15/16     72
GMAC                                  6.750%  06/15/17     70
GMAC                                  6.750%  03/15/18     70
GMAC                                  6.750%  07/15/18     70
GMAC                                  6.750%  09/15/18     69
GMAC                                  6.750%  10/15/18     73
GMAC                                  6.750%  11/15/18     67
GMAC                                  6.750%  05/15/19     68
GMAC                                  6.750%  05/15/19     70
GMAC                                  6.750%  06/15/19     74
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     74
GMAC                                  6.800%  10/15/18     70
GMAC                                  6.850%  05/15/18     69
GMAC                                  6.875%  08/15/16     73
GMAC                                  6.875%  07/15/18     70
GMAC                                  6.900%  06/15/17     74
GMAC                                  6.900%  07/15/18     69
GMAC                                  6.900%  08/15/18     73
GMAC                                  7.000%  07/15/17     75
GMAC                                  7.000%  02/15/18     71
GMAC                                  7.000%  03/15/18     71
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     68
GMAC                                  7.000%  09/15/18     72
GMAC                                  7.000%  02/15/21     74
GMAC                                  7.000%  09/15/21     73
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     67
GMAC                                  7.000%  11/15/23     68
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     71
GMAC                                  7.050%  04/15/18     74
GMAC                                  7.125%  10/15/17     73
GMAC                                  7.150%  09/15/18     72
GMAC                                  7.150%  01/15/25     74
GMAC                                  7.150%  03/15/25     67
GMAC                                  7.200%  10/15/17     74
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     71
GMAC                                  7.250%  01/15/18     70
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     71
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  08/15/18     73
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     69
GMAC                                  7.250%  02/15/25     68
GMAC                                  7.250%  03/15/25     69
GMAC                                  7.300%  12/15/17     71
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.300%  01/15/18     74
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     75
GMAC                                  7.375%  04/15/18     74
GMAC                                  7.400%  12/15/17     75
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     70
Golden Books Pub                     10.750%  12/31/04      0
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.375%  12/15/13     68
Harrahs Oper Co                       5.625%  06/01/15     63
Harrahs Oper Co                       5.750%  10/01/17     60
Harrahs Oper Co                       6.500%  06/01/16     64
Hawaiian TelCom                      12.500%  05/01/15     75
Headwaters Inc                        2.500%  02/01/14     68
Hechinger Co                          9.450   11/15/12      2
Hercules Inc                          6.500%  06/30/29     69
Herbst Gaming                         7.000%  11/15/14     39
Herbst Gaming                         8.125%  06/01/12     40
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     71
Hines Nurseries                      10.250%  10/01/11     59
HNG Internorth                        9.625%  03/15/06     19
Human Genome                          2.250%  05/15/12     72
Huntington Natl                       5.375%  02/28/19     75
Ikon Office                           6.750%  12/01/25     71
Ion Media                            11.000%  07/31/13     60
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JB Poindexter                         8.750%  03/15/14     73
Jones Apparel                         6.125%  11/15/34     72
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.000%  01/15/10     61
K Hovnanian Entr                      6.250%  01/15/15     70
K Hovnanian Entr                      6.250%  01/15/16     70
K Hovnanian Entr                      6.375%  12/15/14     71
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     71
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.875%  04/01/12     55
K Mart Funding                        8.800%  07/01/10     10
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      3
Keystone Auto Op                      9.750%  11/01/13     65
Kimball Hill Inc                     10.500%  12/15/12     20
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      0
Kmart Corp                            9.780%  01/05/20      0
Knight Ridder                         4.625%  11/01/14     72
Knight Ridder                         5.750%  09/01/17     66
Knight Ridder                         6.875%  03/15/29     66
Knight Ridder                         7.150%  11/01/27     75
Kulicke & Soffa                       0.875%  06/01/12     73
Kulicke & Soffa                       0.875%  06/01/12     70
Lehman Bros Holding                   5.000%  05/28/23     75
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Liberty Media                         3.250%  03/15/31     73
Liberty Media                         3.500%  01/15/31     66
Liberty Media                         3.750%  02/15/30     56
Liberty Media                         4.000%  11/15/29     58
Lifecare Holding                      9.250%  08/15/13     59
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     70
Magna Entertainm                      8.550%  06/15/10     72
Majestic Star                         9.750%  01/15/11     60
MBIA Inc                              6.400%  08/15/22     72
MBIA Inc                              6.625%  10/01/28     72
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaNews Group                       6.375%  04/01/14     55
MediaNews Group                       6.875%  10/01/13     55
Merisant Co                           9.500%  07/15/13     74
Meritage Corp                         7.000%  05/01/14     73
Meritage Homes                        6.250%  03/15/15     71
Merix Corp                            4.000%  05/15/13     63
Metaldyne Corp                       10.000%  11/01/13     70
Metaldyne Corp                       11.000%  06/15/12     48
MHS Holdings Co                      16.875%  09/22/04      0
Millenium Amer                        7.625%  11/15/26     71
Motorola Inc                          5.220%  10/01/97     62
Movie Gallery                        11.000%  05/01/12     15
Muzak LLC                             9.875%  03/15/09     70
Natl Steel Corp                       8.375%  08/01/06      0
Natl Steel Corp                       9.875%  03/01/09      0
Neff Corp                            10.000%  06/01/15     48
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Excel                        5.250%  09/15/15     75
New Plan Realty                       6.900%  02/15/28     49
New Plan Excel                        7.500%  07/30/29     56
New Plan Realty                       7.650%  11/02/26     54
New Plan Realty                       7.680%  11/02/26     53
New Plan Realty                       7.970%  08/14/26     54
Northern Pacific RY                   3.000%  01/01/47     49
Northern Pacific RY                   3.000%  01/01/47     49
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     57
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         8.125%  03/01/19      1
Omnicare Inc                          3.250%  12/15/35     70
Oscient Pharma                        3.500%  04/15/11     32
Outback Steakhse                     10.000%  06/15/15     62
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     75
Pope & Talbot                         8.375%  06/01/13     12
Pope & Talbot                         8.375%  06/01/13     15
Portola Packagin                      8.250%  02/01/12     65
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     71
Primus Telecom                        3.750%  09/15/10     56
Primus Telecom                        5.000%  06/30/09     69
Primus Telecom                        8.000%  01/15/14     50
Propex Fabrics                       10.000%  12/01/12      9
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      1
Rayovac Corp                          8.500%  10/01/13     65
Realogy Corp                         10.500%  04/15/14     72
Realogy Corp                         12.375%  04/15/15     60
Restaurant Co                        10.000%  10/01/13     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.375%  06/30/10     64
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      0.750%  04/15/12     73
RF Micro Devices                      1.000%  04/15/14     69
RF Micro Devices                      1.000%  04/15/09      68
Rite Aid Corp.                        6.875%  08/15/13     66
Rite Aid Corp.                        7.700%  02/15/27     57
RJ Tower Corp.                       12.000%  06/01/13      2
S3 Inc                                5.750%  10/01/03      0
Sears Roebuck AC                      6.750%  01/15/28     74
Sears Roebuck AC                      7.000%  06/01/32     73
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     71
ServiceMaster Co                      7.450%  08/15/27     54
Six Flags Inc                         4.500%  05/15/15     64
Six Flags Inc                         8.875%  02/01/10     74
Six Flags Inc                         9.625%  06/01/14     66
Six Flags Inc                         9.750%  04/15/13     67
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     60
SLM Corp                              5.000%  06/15/18     74
SLM Corp                              5.000%  06/15/19     69
SLM Corp                              5.000%  09/15/20     67
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     64
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     68
SLM Corp                              5.250%  03/15/19     72
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  06/15/28     69
SLM Corp                              5.250%  12/15/28     67
SLM Corp                              5.350%  06/15/25     68
SLM Corp                              5.350%  06/15/25     69
SLM Corp                              5.350%  06/15/28     63
SLM Corp                              5.400%  03/15/30     65
SLM Corp                              5.400%  06/15/30     60
SLM Corp                              5.450%  12/15/20     71
SLM Corp                              5.450%  03/15/23     71
SLM Corp                              5.450%  03/15/28     71
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     66
SLM Corp                              5.500%  03/15/19     71
SLM Corp                              5.500%  06/15/28     69
SLM Corp                              5.500%  06/15/29     68
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     64
SLM Corp                              5.500%  03/15/30     63
SLM Corp                              5.500%  06/15/30     67
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  12/15/30     60
SLM Corp                              5.500%  12/15/30     66
SLM Corp                              5.500%  03/15/18     73
SLM Corp                              5.550%  06/15/25     67
SLM Corp                              5.550%  03/15/28     72
SLM Corp                              5.550%  06/15/28     68
SLM Corp                              5.550%  03/15/29     70
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  03/15/24     75
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  03/15/29     69
SLM Corp                              5.600%  06/15/29     67
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.625%  01/25/25     70
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     64
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     65
SLM Corp                              5.650%  12/15/29     59
SLM Corp                              5.650%  12/15/29     63
SLM Corp                              5.650%  03/15/30     67
SLM Corp                              5.650%  06/15/30     61
SLM Corp                              5.650%  09/15/30     67
SLM Corp                              5.650%  03/15/32     70
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  03/15/29     72
SLM Corp                              5.700%  03/15/30     65
SLM Corp                              5.700%  03/15/32     71
SLM Corp                              5.750%  03/15/29     71
SLM Corp                              5.750%  03/15/29     68
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  06/15/29     67
SLM Corp                              5.750%  06/15/29     64
SLM Corp                              5.750%  09/15/29     66
SLM Corp                              5.750%  09/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     64
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.750%  06/15/32     71
SLM Corp                              5.800%  12/15/29     65
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.850%  09/15/29     66
SLM Corp                              5.850%  12/15/31     66
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  03/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              5.850%  06/15/32     72
SLM Corp                              6.000%  06/15/21     75
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/21     73
SLM Corp                              6.000%  06/15/26     72
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  12/15/26     72
SLM Corp                              6.000%  12/15/26     74
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     72
SLM Corp                              6.000%  12/15/28     74
SLM Corp                              6.000%  03/15/29     69
SLM Corp                              6.000%  06/15/29     67
SLM Corp                              6.000%  06/15/29     68
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     66
SLM Corp                              6.000%  09/15/29     65
SLM Corp                              6.000%  09/15/29     70
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  06/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     66
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.000%  03/15/37     71
SLM Corp                              6.050%  12/15/26     70
SLM Corp                              6.050%  12/15/31     67
SLM Corp                              6.100%  09/15/21     75
SLM Corp                              6.100%  12/15/28     68
SLM Corp                              6.100%  12/15/31     64
SLM Corp                              6.150%  09/15/29     66
SLM Corp                              6.150%  09/15/29     74
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     68
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  09/15/31     74
SLM Corp                              6.250%  09/15/29     68
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.300%  09/15/31     71
SLM Corp                              6.300%  09/15/31     67
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.350%  09/15/31     72
SLM Corp                              6.400%  09/15/31     69
SLM Corp                              6.500%  09/15/31     71
Spacehab Inc                          5.500%  10/15/10     60
Spansion LLC                          2.250%  06/15/16     48
Spansion LLC                         11.250%  01/15/16     71
Spectrum Brands                       7.375%  02/01/15     70
Standard Pac Corp                     6.000%  10/01/12     63
Standard Pac corp                     6.250%  04/01/14     71
Standard Pac Corp                     6.875%  05/15/11     73
Standard Pacific                      7.000%  08/15/15     71
Standard Pac corp                     7.750%  03/15/13     72
Standard Pacific                      9.250%  04/15/12     58
Stanley-Martin                        9.750%  08/15/15     50
Station Casinos                       6.500%  02/01/14     69
Station Casinos                       6.625%  03/15/18     64
Station Casinos                       6.875%  03/01/16     67
Swift Trans Co                       12.500%  05/15/17     43
Tekni-Plex Inc                       12.750%  06/15/10     66
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     53
Times Mirror Co                       7.250%  03/01/13     61
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     49
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      7
Tousa Inc                             9.000%  07/01/10     54
Tousa Inc                             9.000%  07/01/10     58
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     69
Toys R Us                             7.875%  04/15/13     74
TransTexas Gas                       15.000%  03/15/05      0
Triad Acquis                         11.125%  05/01/13     66
Tribune Co                            4.875%  08/15/10     59
Tribune Co                            5.250%  08/15/15     51
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     50
Trump Entertnmnt                      8.500%  06/01/15     73
TXU Corp                              6.500%  11/15/24     72
TXU Corp                              6.550%  11/15/34     71
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     47
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     36
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     67
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     68
Washington Mutual Pfd                 6.665%  12/31/49     68
WCI Communities                       6.625%  03/15/15     53
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     58
Werner Holdings                      10.000%  11/15/07      0
William Lyon                          7.500%  02/15/14     55
William Lyon                          7.625%  12/15/12     56
William Lyon                         10.750%  04/01/13     58
Wimar Op LLC/Fin                      9.625%  12/15/14     60
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Witco Corp                            6.875%  02/01/26     75
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     67
Young Broadcasting                   10.000%  03/01/11     71
Ziff Davis Media                     12.000%  08/12/09     22

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***