TCR_Public/080212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 12, 2008, Vol. 12, No. 36

                             Headlines

AFC AUTOMOBILE: Section 341(a) Meeting Scheduled for February 14
AFSANEH EMAMI: Voluntary Chapter 11 Case Summary
ALCATEL-LUCENT: Posts EUR2.58 Bil. Net Loss in Qtr. Ended Dec. 31
ALLEGHENY ENERGY: Earns $110.4 Million for Quarter Ended Dec. 31
AMERICAN PACIFIC: Earns $2.9 Million in Fiscal 2008 First Quarter

AMP'D MOBILE: Can Hire WM, Quinn & Mosaic as Liquidation Advisors
APARTMENT INVESTMENT: Posts $26.6MM Net Loss in Qtr. Ended Dec. 31
APOLLO PLASTIC: Sale of Stores Settles Breach-of-Contract Lawsuit
ASARCO LLC: Judge Schmidt Defers Ruling on Examiner Request
ASARCO LLC: Court Extends Exclusive Plan-Filing Period to April 11

ASARCO LLC: Grupo Mexico Says No to Sale of Assets
ASAT HOLDINGS: Receives Nasdaq Securities Delisting Notice
ATHERTON-NEWPORT: Files Schedules of Assets and Liabilities
ATHERTON-NEWPORT: Can Hire Jeffer Mangels as Gen. Reorg. Counsel
ATHERTON-NEWPORT: Section 341(a) Meeting Slated for February 20

BELO CORP: Completes Newspaper Businesses Spin-off into AH Belo
BELO CORP: Fitch Holds Ratings After Newspaper Businesses Spin-Off
BUILDERS FIRSTSOURCE: Expects $0.6/Share Net Loss in Fourth Qtr.
CALIFORNIA STEEL: Posts $12 Mil. Net Loss in Quarter Ended Dec. 31
CALIFORNIA MUNICIPAL: Fitch Assigns 'BB+' Rating on $23.22MM Bonds

CAMPBELL RESOURCES: Swaps $1.8MM Unit with $700,000 Loan Facility
CASS PLASTICS: Case Summary & 11 Largest Unsecured Creditors
CHARLES BERG: Case Summary & 20 Largest Unsecured Creditors
COINSTAR INC: Agrees With Wal-Mart to Expand Coinstar Centers
COINSTAR INC: S&P Changes Outlook to Positive on Wal-Mart Contract

COPYBOY PUBLICATIONS: Case Summary & 10 Largest Unsec. Creditors
CORINTHIAN CUSTOM HOMES: Voluntary Chapter 11 Case Summary
CRYSTAL US: Moody's Reviews Low-B Ratings for Possible Upgrade
CYBERCARE INC: Cast-Crete Files Amended Disclosure Statement
CYBERCARE INC: Amended Disclosure Statement Hearing Set on Feb. 27

DANA CORP: Newco Gets 'BB-' Rating from S&P After Chapter 11 Exit
DECKER COLLEGE: Settlement Releases Students from Loan Obligations
DOLE FOOD: Fitch Considers Banana Tariff Policy Ruling Favorable
ENERGY SAVINGS: Dec. 31 Balance Sheet Upside Down by $221.9 Mil.
EXPEDIA INC: Earnings Drop to $65MM in Quarter Ended December 31

FBR CAPITAL: Plans to Cut 10% of Workforce Over Market Challenges
FEDERAL-MOGUL: Insurers, et al., Oppose Plan A Modifications
FEDERAL-MOGUL: Mesothelioma Claimants Support Plan A Modifications
FIRST MAGNUS: Court Orders Executives to Appear for Deposition
FIRST MAGNUS: Pima Country Insists Property Taxes Be Paid in Full

FIRST MAGNUS: WaMu to Reserve Rights to Object Terms of Plan
FIRST MAGNUS: Provides 2nd Ballot Report Amid Various Objections
FIRST FRANKLIN: Fitch Junks Ratings on Seven Certificate Classes
FOREST LAKE: Court-Appointed Receiver May File for Bankruptcy
FORGE ABS: Moody's Junks Seven Ratings on Eroding Credit Quality

FORTUNOFF: Section 341(a) Meeting Slated for February 27
FORTUNOFF: U.S. Trustee Forms Nine-Member Creditors' Committee
FORTUNOFF: Final Hearing on Plea to Pay Insurance Set for Feb. 28
FREESCALE SEMICONDUCTOR: Chief Executive Michel Meyer to Step Down
FREESCALE SEMICONDUCTOR: Moody's Rating Unmoved by CEO's Stepdown

GAMESTOP CORP: Board Approves Up to $130 Mil. Bond Buyback Program
GAMESTOP CORP: S&P Assigns Positive Outlook; Keeps BB Corp. Rating
GENERAL MOTORS: Paying $0.25 First Quarter Dividend on March 10
GENERAL MOTORS: Invests $69 Million in Ohio Diesel Engine Plant
HARRAH'S ENT: Issues $6.3 Billion Aggregate Senior Secured Notes

HARRY & DAVID: Earns $65.9 Million in Fiscal 2008 Second Quarter
HCA INC: Dec. 31, 2007 Balance Sheet Upside Down by $10.5 Billion
HINES HORTICULTURE: S&P Withdraws 'CCC+' Corporate Credit Rating
HOLLEY PERFORMANCE: Files Prepackaged Ch. 11 Petition in Delaware
HOLLEY PERFORMANCE: Case Summary & 100 Largest Unsecured Creditors

IDR INVESTMENT: Case Summary & Eight Largest Unsecured Creditors
INPHONIC INC: Court Approves Change of Name to SN Liquidation
INPHONIC INC: Files Schedules of Assets and Liabilities
INTERNATIONAL COAL: Incurs $16 Mil. Net Loss for 2007 Fourth Qtr.
INTERNATIONAL PAPER: Earnings Drop to $327MM in Qtr. Ended Dec. 31

IOWA TELECOM: Agrees to Buy Bishop Communications for $43.9 Mil.
IOWA TELECOM: Moody's Says $44MM Bishop Deal Won't Affect Profile
IOWA TELECOM: S&P Says Ratings Unaffected by Merger With Bishop
IRWIN HOME: Fitch Chips Rating on $1.7MM Class 2B-1 Certs. to BB
JOHN WALSHE: Case Summary & Eight Largest Unsecured Creditors

KNOLL INC: Earnings Up to $20.7MM in Quarter Ended December 31
LEVEL 3 COMMS: Reports $91 Mil. Net Loss for 2007 Fourth Quarter
LINTON PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
LUIGI SINAPI: Voluntary Chapter 11 Case Summary
MACKLOWE PROPERTIES: Receives Notice of Default Yesterday

MARSHA ANN BEARD: Case Summary & 16 Largest Unsecured Creditors
MAXJET AIRWAYS: Court Approves Arent Fox as Committee Counsel
MAXJET AIRWAYS: Can Hire Pachulski Stang as Bankruptcy Co-Counsel
MAXJET AIRWAYS: Gets Court OK to Employ Pillsbury as Co-Counsel
MAXJET AIRWAYS: Filing of Schedules Extended to February 19

MGM MIRAGE: Reports Preliminary 2007 Fourth Quarter Expectations
MICHAEL LAM: Case Summary & 14 Largest Unsecured Creditors
M/I HOMES: Posts $68.5 Million Net Loss in 2007 4th Quarter
NATIONAL FOOT: Court Sets June 14 Claims Bar Date
NEW YORK RACING: Says No to Allowance of New York City's Tax Claim

NUTRITIONAL SOURCING: Wants Until May 2 to File Chapter 11 Plan
NUTRITIONAL SOURCING: Empresas Bids $26.5 Mil. for De Diego Assets
OKLAHOMA POP: Case Summary & 16 Largest Unsecured Creditors
PANTRY INC: Earns $3.2 Million in First Quarter Ended Dec. 27
PATHMARK STORES: Moody's Withdraws Caa1, Caa22 Ratings

PIERRE FOODS: Cuts 153 Jobs w/ Cedartown, Georgia Plant Shutdown  
PLASTECH ENGINEERED: Trustee Appoints 7-Member Creditors Panel
PLASTECH ENGINEERED: Court Gives Interim Nod to DIP Financing
PLASTECH ENGINEERED: Reaches $23 Million Deal w/ Major Customers
PLASTECH ENGINEERED: Wants to Use Lenders' Cash Collateral

POOL & SPA: Case Summary & 17 Largest Unsecured Creditors
PACIFIC EDUCATION: Case Summary & Five Largest Unsecured Creditors
QUEBECOR WORLD: Moody's Rates US$1-Bln DIP Facilities Ba2 & Ba3
REYNOLDS AMERICAN: Earnings Rise to $297MM in Qtr. Ended Dec. 31
RICHARD DEMONBREUN: Case Summary & 20 Largest Unsecured Creditors

ROBERT OLSON: Case Summary & 3 Largest Unsecured Creditors
ROGER COLE: Case Summary & 19 Largest Unsecured Creditors
ROSA PARDO: Case Summary & 16 Largest Unsecured Creditors
SALANDER-O'REILLY: U.S. Trustee Opposes CRO Retention
SCO GROUP: Gets Court OK to File Chapter 11 Plan Until May 11

SIRVA INC: Asks Court to Employ KCC as Claims Agent
SIRVA INC: Asks Court to Employ TS&S as Conflicts Counsel
SOLOMON TECH: To Issue 1.5 M Shares in Lieu of Redemption Payment  
SPACEHAB INC: Secures $6 Million Credit Facility from Green Bank
SPIRIT AEROSYSTEMS: Earns $76 Million in 2007 Fourth Quarter

SUBURBAN PROPANE: Earns $85.4 Million in Fiscal 2008 1st Quarter
SUBURBAN PROPANE: Declares Quarterly Distribution of $0.7625
SUMMER STREET: Moody's Junks Ratings on Six Classes of Notes
SUNCAL COMPANIES: Gets Default Notice Demanding Sale by Feb. 27
TOUSA INC: Gets Interim OK for Kirkland & Ellis as Lead Counsel

TOUSA INC: Gets Interim OK for Berger Singerman as Florida Counsel
TOUSA INC: Court Nods on Kurtzman Carson as Notice & Claims Agent
TOUSA INC: Noteholders Dispute Prepetition Lenders' Claims
TRIBUNE CO: S&P Puts 'B' Rating on CreditWatch Negative
UNIT 44: Case Summary & Seven Largest Unsecured Creditors

VALERO ENERGY: Moody's Reviews Low-B Ratings for Likely Upgrade
VESTA INSURANCE: FSIA Disclosure Statement Hearing Set Feb. 13
VESTA INSURANCE: FSIA Objects to $1.57M Claim by Computer Science
VESTA INSURANCE: Gaines Plan Trustee Asks SG/SPV PACT Approval
WHOLE FOODS: Moody's Attaches Ba1 Rating on $700 Mil. Secured Loan

WICKES FURNITURE: Gets Interim OK to Borrow $30MM & Use Collateral
WICKES FURNITURE: Wants Bid Procedures for Assets Sale Approved
WICKES FURNITURE: Taps FTI's Buenzow as Restructuring Officer
WICKES FURNITURE: Can Employ Epiq Bankruptcy as Claims Agent
WINDSTREAM CORP: Board Approves $400 Million Share Repurchase Plan

WINDSTREAM CORP: Earns $583.6 Mil. for Quarter Ended Dec. 31, 2007
WINDSTREAM CORP: Moody's Holds Ba2 Rating on $400MM Stock Buyback
WINDSTREAM CORP: Fitch Rating Unmoved by $400M Stock Buyback Plan
YRC WORLDWIDE: Denies Report on Combining Yellow Trans and Roadway
YRC WORLDWIDE: To Close 27 Centers and Cut 1,100 Jobs at USF Units

* Fitch Says Problems in Private Mortgage Insurance to Continue
* Moody's Comments on Stimulus Plan Impact on US Pay TV Industry
* Moody's Records 2007 Low Default Rates; Sharp Rise Expected
* Moody's and S&P Trying to Patch Up Torn Credibility
* S&P Downgrades 63 Tranches' Ratings From 10 Cash Flows and CDOs

* SEC Plans to Require Rating Firms to Disclose Past Performance
* Outreach Housing Helps 'In-Default' Homeowners Sue Lenders

* Barbara Hart & Anne Penachio Join Lowey Dannenberg
* McDermott Launches Subprime & Credit Markets Practice Group

* Large Companies with Insolvent Balance Sheets

                             *********

AFC AUTOMOBILE: Section 341(a) Meeting Scheduled for February 14
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of A.F.C.
Automobile Receivables Funding II LLC and its debtor-affiliate's
creditors on Feb. 14, 2008, at 2:00 p.m., at the Office of the
U.S. Trustee, Room 625, Federal Building, 200 Granby Street, in
Norfolk, Virginia.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Virginia Beach, Virginia-based A.F.C. Automobile Receivables
Funding II LLC, and its affiliate Auto Finance Co. LLC filed for
Chapter 11 protection on Jan. 15, 2008 (Bankr. E.D. Va. Case Nos.
08-70140 and 08-70139).  Michael Gregory Wilson, Esq., at Hunton &
Williams LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, AFC Automobile listed estimated assets and debts of $10
million to $50 million, while Auto Finance listed estimated assets
and debts of $1 million to $10 million.


AFSANEH EMAMI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Afsaneh Emami
        aka Allison Emami
        aka Afsaneh Ewilliams
        563 Ranch Trail, Suite 220
        Irving, TX 75063

Bankruptcy Case No.: 08-30723

Chapter 11 Petition Date: February 8, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not submit a list of largest unsecured creditors.


ALCATEL-LUCENT: Posts EUR2.58 Bil. Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Alcatel-Lucent reported financial results for three months and
year ended Dec. 31, 2007.  In accordance with regulatory reporting
requirements, the fourth quarter 2007 and the full year 2007
reported results include the non-cash impacts from purchase price
allocation entries after the merger of Alcatel with Lucent
Technologies.

For the fourth quarter 2007, Alcatel-Lucent's reported net loss
was EUR2.58 billion including an impairment charge of
EUR2.52 billion.

For the full year 2007, Alcatel-Lucent's reported net loss was
EUR3.52 billion including an impairment charge of EUR2.94 billion
and a restructuring charge of EUR856 million.

"This quarter, we delivered solid year-over-year revenue growth of
18.4% with the strongest performance in the carrier and services
businesses," Patricia Russo, CEO commented.  "These results
reflect the strengthening of our position in IP and optics, a
recovery of our GSM business and the ramp up of WCDMA."

"As we have said, 2007 was a transition year for the company as we
executed our integration plans in a difficult market environment,"
Ms. Russo added.  "Notwithstanding these challenges, the
performance of our wireline, enterprise and services business has
been solid.  On the other hand, the slower-than-expected ramp up
of revenues in WCDMA and NGN/IMS, two areas in which we have been
investing, has severely impacted profitability."

         Balance Sheet, Pension Status and Dividend Policy

The net debt/cash position was EUR271 million as of Dec. 31, 2007,
compared with EUR124 million as of Sept. 30, 2007.  The funded
status of pensions and other post retirement benefits amounted to
EUR2,806 million at year-end 2007, up from EUR2,436 million as of
Sept. 30, 2007.  

As part of the management of its funds, the group reduced its
exposure to equity markets in November 2007.  As of Dec. 31, 2007,
the asset allocation of the group's funds were: (i) 20% in equity
securities; and (ii) 60% in bonds and 20% in alternatives.
This compares to 36%, 48% and 16% as of Dec. 31, 2006.

In light of these results and of a more uncertain market outlook,
the board has determined that it is prudent to suspend dividend
payment for 2007.

                      About Alcatel-Lucent
  
Headquartered in Paris, Alcatel Lucent -- http://www.alcatel-
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to deliver
voice, data and video communication services to end users.  It
offers end-to-end solutions that enable communications services
for residential, business and mobile customers. It has operations
in more than 130 countries Alcatel-Lucent is organized around
three business groups and four geographic regions.  The Wireless,
Wireline and Convergence groups, which make up the Carrier
Business Group, are dedicated to serving the needs of the world's
service providers.  The Enterprise Business Group focuses on
meeting the needs of business customers.  The Services Business
Group designs, deploys, manages and maintains networks worldwide.
The Company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
today with a stable outlook.


ALLEGHENY ENERGY: Earns $110.4 Million for Quarter Ended Dec. 31
----------------------------------------------------------------
Allegheny Energy Inc. reported net income of $110.4 million for
the three months ended Dec. 31, 2007, compared to $64.6 million of
2006 fourth quarter.  For the 2007 fiscal year ended Dec. 31, net
income is $412.2 million compared to fiscal year 2006 at
$319.3 million.

For the 2007 fourth quarter, operating revenues are $786.3 million
compared tothe fourth quarter of 2006 at $736.9 million.  

For the full fiscal year ended Dec. 31, 2007, operating revenues
were $3.3 billion, compared to $3.1 billion of the previous fiscal
year.

Operating revenues increased by $49.4 million compared to the
fourth quarter of 2006, reflecting higher market prices, higher
generation rates in Pennsylvania and increased retail sales,
partially offset by lower generation output, reflecting unplanned
outages at power plants.

Fuel expense increased by $20.5 million, reflecting higher coal
prices.

Purchased power and transmission expense increased by
$14.9 million, primarily due to increased purchases of energy and
associated services from third parties and increased PURPA
generation purchases.

Deferred energy cost decreased by $6.4 million, largely due to a
change in Maryland PURPA generation costs and West Virginia fuel
and energy costs that are recovered in rates.

Operations and maintenance expense increased by $2.8 million,
primarily due to increased special maintenance expense at power
plants.

Taxes other than income taxes increased by $9.9 million.  Results
for the fourth quarter of 2006 benefited from a decrease in
reserves related to an audit settlement in 2006.

Income taxes, excluding the effects of the Merrill Lynch
litigation settlement, decreased by $6.3 million, largely due to
the effect of audit settlements associated with open tax positions
in the fourth quarter of 2006.

                       About Allegheny Energy
  
Headquartered in Greensburg, Pennsylvania, Allegheny Energy Inc.
(NYSE: AYE) -- http://www.alleghenyenergy.com/-- owns and  
operates generating facilities and delivers electric service to
over 1.5 million customers in Pennsylvania, West Virginia,
Maryland and Virginia.

                         *      *      *

Moody's  Investor Service placed Allegheny Energy Inc.'s bank loan
debt rating at 'Ba1' in September 2007.  The rating still holds to
date with a stable outlook.


AMERICAN PACIFIC: Earns $2.9 Million in Fiscal 2008 First Quarter
-----------------------------------------------------------------
American Pacific Corporation reported Thursday financial results
for its first fiscal quarter ended Dec. 31, 2007.

The company reported net income of $2.9 million for the first
quarter ended Dec. 31, 2007, versus net income of $639,000 in the
comparable period in fiscal 2007.

Operating income increased 64.0% to $7.2 million compared to
$4.4 million.  Adjusted EBITDA improved to $12.4 million compared
to $9.7 million.

Revenues for the company's fiscal 2008 first quarter increased
34.0% to $46.9 million reflecting revenue growth from the
company's Specialty Chemicals and Fine Chemicals segments.

For the fiscal 2008 first quarter, cost of revenues was
$29.5 million compared to $22.0 million for the prior year first
quarter.  The consolidated gross margin percentage was 37.0% for
both periods.

For the fiscal 2008 first quarter, operating expenses increased
$1.7 million to $10.2 million from $8.5 million in the first
quarter of fiscal year 2007, primarily due to:

-- an increase in Specialty Chemicals segment operating expenses
    of $400,000 primarily due to environmental related costs and
    employee compensation.

-- an increase in Fine Chemicals segment operating expenses of
    $500,000 due to additional personnel costs, primarily
    recruiting and relocation expenses.
  
-- an increase in corporate operating expenses of $700,000 due to    
    a $600,000 increase in employee compensation and retirement
    benefit expenses and a $300,000 increase in Sarbanes-Oxley
    compliance costs, offset somewhat by numerous other minor
    decreases in corporate perating expenses.

                 Capital and Liquidity Highlights

As of Dec. 31, 2007, the company had cash balances of
$38.2 million and no cash borrowings against its $20.0 million
revolving credit line.

Cash flows from operating activities during the fiscal 2008 first
quarter improved by $22.2 million compared to the prior fiscal
year first quarter.  Operating activities provided cash of
$18.2 million for the fiscal 2008 first quarter compared to a use
of cash of $4.0 million for the prior fiscal year first quarter.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$258.7 million in total assets, $182.5 million in total
liabilities, and $76.2 million in total stockholders' equity.

                      About American Pacific

Based in Las Vegas, American Pacific Corp. (Nasdaq: APFC) --
http://www.apfc.com/-- is a manufacturer of specialty and fine  
chemicals, as well as propulsion products sold to defense,
aerospace and pharmaceutical end markets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on American Pacific Corp. to 'B+'
from 'B'.  At the same time, S&P raised its rating on the
company's existing senior unsecured notes due 2015 to 'B+' from
'B'.  The outlook is stable.


AMP'D MOBILE: Can Hire WM, Quinn & Mosaic as Liquidation Advisors
-----------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ William Morris Agency
LLC, Quinn Pacific, and Mosaic Capital LLC, as its liquidation
advisors in connection with efforts to sell, license, or liquidate
its intellectual property assets.

As liquidation advisors, each of WMA, QP and Mosaic is expected to
assist, advise and coordinate with the Debtor to sell the subject
IP Assets, including facilitating meeting and negotiations related
to an asset sale.  The Liquidation Advisors will help identify
buyers for all or part of the IP assets.

The Debtor will award particular levels of compensation to each of
the Liquidation Advisors if they succeed in their efforts to help
the Debtor locate a potential buyer or licensee of the IP Assets.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, related that the Debtor has negotiated
specific percentage advisory fee or commissions with each of the
Liquidation Advisors that would be payable upon approval and
closing of a specific transaction:

   A. WMA Fee Structure

      The Debtor will pay WMA a fee in an amount equal to
      4% of the total combined gross sale proceeds so long as
      the amount of the sale of the IP Assets exceeds
      $2,250,000 should a transaction occur with any entity
      listed on the WMA prospect list.  Additionally, WMA will
      be entitled to documented expense reimbursement of up to
      $8,500, which may be deducted from the Success Fee
      earned.  If a transaction be approved and close with
      an entity not specifically listed on the WMA prospect
      list, WMA's fee will be reduced to 3%.

   B. QP Fee Structure

      If a sale of the IP Assets occurs and the purchaser is
      listed on the QP prospect list, QP will be entitled to a
      flat fee of 10% of the transaction value.  No fee will be
      owed to QP if a transaction is closed with a buyer not in
      the QP prospect list.

   C. Mosaic Fee Structure

      The Debtor has agreed to pay Mosaic a fee in an amount
      equal to the greater of $250,000 or 5% of a transaction
      up to $20,000,000 if a transaction is completed with one
      of the prospects identified by Mosaic.  In the event that
      a transaction is completed in an amount more than
      $20,000,000, Mosaic will be entitled to a Fee of 7%.  In
      addition, Mosaic will be entitled to documented expense
      reimbursement of up to $15,000.  Only a transaction that
      is completed with prospects identified by Mosaic will
      result in a payment to the entity.

Mr. Yoder asserted that the proposed Success Fees is tied directly
to the value to be realized for the IP Assets, which in turn will
maximize the value of the Debtor's estate.

Kings Road Investments, the Debtor's secured lender, supported the
Debtor's request, according to Mr. Yoder.

Stuart R. Tenzer, senior vice president at William Morris,
assures the Court that his firm is a disinterested person as the
term is defined in Section 101(14) of the Bankruptcy Code.
Representatives of QP and Mosaic also relate that their firms
are disinterested persons.  The Liquidation Advisors maintain
that they do not have interests materially adverse to the
Debtor's interests.

                     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).


APARTMENT INVESTMENT: Posts $26.6MM Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------------
Apartment Investment and Management Company reported net loss
attributable to common stockholders of $26.6 million for the
quarter ended Dec. 31, 2007, compared with net income attributable
to common stockholders of $66.1 million in the fourth quarter
2006.

Lower results in the fourth quarter 2007 were due to various items
including:
        
   -- lower gains on dispositions of real estate and other of
       $101 million;

   -- higher interest expense of $9 million; and

   -- real estate impairment charges of $6.6 million, which were
      partially offset by higher property net operating income of
      $15.1 million and higher activity and asset management
      revenues of $17.6 million.  

"Aimco had a solid 2007," Terry Considine, chairman and chief
executive officer commented.  "Property operating results improved
on a Same Store basis by 4.5%.  We invested more than $300 million
in value-adding redevelopments. A highlight of the quarter for our
asset management and transactions team was the formation of a
joint venture with a fund managed by J.P. Morgan Asset Management
to invest in certain Los Angeles properties.  Given the current
choppiness of the economy, we expect more moderate growth in
2008."

"During the fourth quarter 2007 and January 2008, Aimco
repurchased, on an accretive basis, approximately 8.5 million
shares of its Common Stock for approximately $302 million, or an
average price of $35.19 per share," Tom Herzog, chief financial
officer, added.  

Comparing Same Store results in the fourth quarter 2007 with the
fourth quarter 2006, total revenue increased $9.9 million, or 4%.
The increase in revenue was generated by higher average rent, up
$24 per unit, or 2.8%, from $862 per unit to $886 per unit, higher
occupancy, which was up 0.3% from 94.4% to 94.7%, and increased
utility reimbursements, up $2.2 million.

Same Store expenses of $105.5 million increased $5.6 million, or
5.7%, compared with the prior year period as a result of higher
payroll, marketing, insurance, contract services and utilities.
Same Store portfolio net operating income was $152.6 million for
the fourth quarter 2007, up 2.9% from the fourth quarter 2006.

                  Liquidity and Capital Resources
    
During the fourth quarter 2007, Aimco closed 28 property loans
generating gross proceeds of $398 million at a weighted average
interest rate of 6.24%.  This included refinancing $121.6 million
in existing mortgage loans, reducing the average interest rate
from 6.74% to 6.08%.

After repayment of existing property debt, transaction costs and
distributions to limited partners, Aimco's share of net proceeds
was $248.9 million.

As of Dec. 31, 2007, Aimco had $7.5 billion of consolidated debt
outstanding, which consisted of:

   -- $5.7 billion of fixed rate mortgage debt, which is non-
      recourse;
   -- $1.7 billion of floating rate property and corporate debt;
      and
   -- $75.1 million of other borrowings.  

In addition, Aimco had $100 million of floating rate preferred
stock outstanding.  Consolidated interest expense was $110.5
million for the fourth quarter 2007 compared with $101.5 million
for the fourth quarter 2006.  The $9 million increase in interest
expense is the result of higher balances on property debt, offset
by lower weighted average interest rates and higher capitalized
interest.

At Dec. 31, 2007, the company's balance sheet showed total
assets                           
of $10.61 billion, total liabilities of $8.86 billion and total
stockholders' equity of $1.75 billion.

                         Share Repurchase

During the fourth quarter 2007, Aimco repurchased approximately
4 million shares of its Class A Common Stock at an average price
of $37.28 per share for a total cost of $150.4 million, bringing
full-year 2007 common stock repurchases to 7.5 million shares at
an average price of $43.70 per share for a total cost of
$325.8 million.

During the month of January 2008, Aimco repurchased approximately
4.5 million shares of its Class A Common Stock at an average price
of $33.33 per share for a total cost of $151.2 million. Since
Aimco began repurchasing shares during the third quarter 2006, the
company has repurchased approximately 14.3 million shares, or
approximately 14.7% of shares outstanding on July 31, 2006, at an
average price of $41.79 per share for a total cost of
$597.3 million.

On Jan. 29, 2008, the Aimco board of directors increased the
company's existing share repurchase authorization by 25 million
shares.  The company is authorized to repurchase approximately
28.7 million additional shares.  Repurchases may be made from time
to time in the open market or in privately negotiated
transactions.

Aimco issued approximately 4.6 million shares of its Class A
Common Stock on Jan. 30, 2008, in connection with the payment of
the special dividend declared on Dec. 21, 2007.

        About Apartment Investment and Management Company
  
Based in Denver, Colorado, Apartment Investment and Management
Company (NYSE: AIV) -- http://www.aimco.com/-- is a real estate  
investment trust that owns and operates a geographically
diversified portfolio of apartment communities through 19 regional
operating centers.  Aimco, through its subsidiaries and
affiliates, is the largest owner and operator of apartment
communities in the United States with 1,194 properties, including
206,217 apartment units, and serves approximately 750,000
residents each year.  Aimco's properties are located in 47 states,
the District of Columbia and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service assigned a Ba1 corporate family rating
to Apartment Investment and Management Company, and affirmed the
REIT's preferred equity rating at Ba3.  The ratings outlook is
stable.


APOLLO PLASTIC: Sale of Stores Settles Breach-of-Contract Lawsuit
-----------------------------------------------------------------
Apollo West LLC, of Tukwila, Wash., bought Spokane-based Apollo
Plastics Inc.'s three stores on Feb. 1, Jeanne Gustafson of the
Spokane (Wash.) Journal of Business reports.

Apollo West bought Apollo Plastics' two retail Apollo Spas stores
in Spokane and one in Coeur d'Alene.  Kevin O'Rourke, Apollo
Plastics' bankruptcy attorney said the agreement resolves a
$970,000 judgment in favor of Apollo West following a breach-of-
contract lawsuit.  Apollo Plastics supplied spas to Apollo West.

The amount owed to Apollo West in the breach-of-contract suit
represents Apollo Plastics' largest unsecured debt when the
company filed for Chapter 11 bankruptcy last fall.  

Mr. O'Rourke says Apollo Plastics still is considering whether to
submit the sale agreement to the U.S. Bankruptcy Court to be
considered as part of a reorganization plan.  Alternatively, if
may seek a dismissal of the bankruptcy case.

Apollo Plastics operates a manufacturing plant in Spokane Valley
in addition to the three stores bought by Apollo West.  The
company listed assets of $800,000 and debts of $1.8 million during
its bankruptcy filing, according to the report.


ASARCO LLC: Judge Schmidt Defers Ruling on Examiner Request
-----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas postponed, to a later date, his
ruling on Asarco Inc.'s request to appoint a Chapter 11 examiner
in ASARCO LLC and its debtor-affiliates' Chapter 11 cases.

Asarco Inc.'s request was originally set to be heard by the Court
last Feb. 8, 2008.

According to the Associated Press, Judge Schmidt said in a recent
hearing that the Bankruptcy Code appears to require him to direct
the U.S. Trustee to name an examiner whether he wants one or not.  
"Exactly what the examiner would do, is up to [the U.S. Trustee],"
AP quotes Judge Schmidt.

In a separate court filing, Wilmington Trust Company, as
successor Indenture Trustee under an indenture dated Oct. 1, 1994,
joins ASARCO LLC's Official Committee of Unsecured Creditors'
opposition to the appointment of an examiner.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
seven entities objected to Asarco Incorporated's request to
appoint a Chapter 11 examiner:

   1) ASARCO LLC and debtor-affiliates;

   2) Official Committee of Unsecured Creditors for ASARCO LLC;

   3) Official Committee of Unsecured Creditors for the Asbestos
      Subsidiary Debtors and Robert C. Pate, the Future Claims
      Representative;

   4) United Steel, Paper and Forestry, Rubber, Manufacturing,
      Energy, Allied Industrial and Service Workers International
      Union, AFL-CIO;

   5) The U.S. Government;

   6) Harbinger Capital Partners Master Fund I, Ltd., Harbinger
      Capital Partners Special Situations Fund, L.P., and
      Citigroup Global Markets, Inc.; and

   7) Wells Fargo Bank, N.A., as successor Indenture Trustee
      under an Indenture and Bankers Trust Company.

The Objecting Parties pointed out that it is Asarco Inc.'s fifth
attempt to take over the bankruptcy case of ASARCO LLC, and
another attempt to delay the Debtors' reorganization efforts.

                          About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Extends Exclusive Plan-Filing Period to April 11
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas has extended, until April 11, 2008,
the period within which ASARCO LLC and its debtor-affiliates can
file a plan of reorganization, the Associated Press reports.

Judge Schmidt has not issued a written order on the extension
request as of February 11.

Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Special Situations Fund, L.P., and Citigroup Global
Markets, Inc., opposed further extension of the Debtors'
exclusive periods.  The Objectors said they are planning to file
their own reorganization plan for ASARCO if the company fails to
file a plan by April 11.

Harbinger, who holds about two-thirds of the principal amount of
unsecured bonds and debentures issued by ASARCO LLC, told the
Court that it is one of the prospective buyers of ASARCO.  
However, according to Harbinger, ASARCO has ignored its
intention.

"Everything will move faster if the April 11 deadline becomes
final," Harbinger's counsel, Thomas Moers Mayer, Esq., at Kramer
Levin Naftalis & Frankel, LLP, in New York, told Judge Schmidt
during a hearing held February 8, AP relates.

Judge Schmidt declined the request, according to the AP.

Judge Schmidt said "he takes every request for an extension very
seriously," according to AP.  "ASARCO is aware that there
will be serious opposition if it comes back to court in April
without a plan," Judge Schmidt said as related by AP.

"Like anything else, they're going to have to get their ducks in
a row to get it extended beyond the 60 days," AP quotes Judge
Schmidt as saying.
  
The Official Committee of Unsecured Creditors of ASARCO and the
United Steelworkers filed papers with the Court saying they
support further 60-day extension of the Debtors' exclusive
periods.  The ASARCO Committee and the Union, however, ask the
Court to condition any subsequent extension on their consent.

                          About ASARCO

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

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

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

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

The Debtors' last exclusive plan-filing period expired on
Feb. 11, 2008.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Grupo Mexico Says No to Sale of Assets
--------------------------------------------------
Grupo Mexico, S.A. de C.V., the ultimate parent of ASARCO LLC and
its debtor-affiliates, objected to the Debtors' request to sell
their assets, Reuters reported.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors asked the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve
uniform bidding procedures to govern the plan sponsor selection
process.  The Debtors related that they have reached an agreement
in principle with creditor constituents regarding the structure of
a plan of reorganization, which proposes to:

   (1) sell substantially all of the company's assets, and

   (2) resolve the company's contingent environmental and
       asbestos liabilities.

In March 2007, ASARCO presented to the Court a reorganization
plan exit process timeline to identify a plan sponsor and develop
a plan structure that maximizes the value of the assets of the
company's bankruptcy estate.  Since then, ASARCO and Lehman
Brothers, Inc., its financial advisors, have engaged in marketing
and due diligence program.

ASARCO and its creditor constituents are ready to move forward
with the plan sponsor selection process and implement procedures
that will achieve that end, the Debtors said.

                          About ASARCO

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

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

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

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

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASAT HOLDINGS: Receives Nasdaq Securities Delisting Notice
----------------------------------------------------------
ASAT Holdings Limited received a Nasdaq Staff Determination letter
indicating that the company's market value of listed securities
has been below $35 million as required for continued inclusion
by Marketplace Rule 4320(e)(2)(B), and that its American
Depositary Shares are, therefore, subject to delisting.

The company was also notified by Nasdaq on Jan. 3, 2008 that it
does not comply with the minimum stockholders' equity of $2.5
million or net income from continuing operations of $500,000 in
the recently completed fiscal year or in two of the last three
recently completed fiscal years, which are also requirements for
continued listing on The Nasdaq Capital Market.

The company will request today, Feb. 12, 2008, an appeal hearing
before a Nasdaq Listing Qualifications Panel to avoid delisting
and expects to have a hearing date scheduled in 30 to 45 days.
During the appeal hearing process, the company's ADSs will remain
listed and traded on The Nasdaq Capital Market.

There can be no assurance that the Panel will grant the company's
request for continued listing.  If the company's ADSs are
ultimately delisted from The Nasdaq Capital Market, the company
expects that its ADSs will trade on the Over-the-Counter Bulletin
Board market.

In addition, the company disclosed that it had separately
received a Nasdaq letter on Jan. 3, 2008 stating that the
company's ADSs did not meet the minimum $1 per ADS requirement for
continued inclusion on The Nasdaq Capital Market as set forth in
Nasdaq Marketplace Rule 4320(e)(2)(E)(ii).  This requirement has
not been satisfied to date, and in accordance with the Rule the
company has until July 1, 2008, to regain compliance.

                  About ASAT Holdings Limited

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long-term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


ATHERTON-NEWPORT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Atherton-Newport Investments LLC filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities disclosing:


   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $15,876,061
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $4,721,565
      Secured Claims
   E. Creditors Holding                             $312,174
      Unsecured Priority
      Claims
   F. Creditors Holding                          $38,847,798
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $15,876,061   $43,881,537

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/-- is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 Million to
$50 Million.


ATHERTON-NEWPORT: Can Hire Jeffer Mangels as Gen. Reorg. Counsel
----------------------------------------------------------------
Atherton-Newport Investments LLC obtained authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Jeffer Mangels Butler & Marmaro LLP as its general reorganization
counsel.

Jeffer Mangels is expected to:

   a) advise the Debtor regarding its rights and responsibilities
      as debtor-in-possession and how the application of the U.S.
      bankruptcy provisions relate to the administration of the
      Debtor's estate;

   b) advise and assist the Debtor in preparation of certain
      documents to be filed with the Bankruptcy Court and/or the
      Office of the U.S. Trustee including voluntary petition,
      schedules of assets and liabilities, statements of financial
      affairs, statement of equity security holders, seven day
      package, monthly operating reports and other such documents;

   c) represent the Debtor with respect to bankruptcy issues and
      any adversary proceedings in its Chapter 11 case;

   d) advise and protect the Debtor concerning its rights,
      investments and interests in the portfolio companies and to
      take action to protect the Debtor's economic interests in
      the portfolio companies, including the representation of the
      portfolio companies in such entities' chapter 11 cases; and

   e) to advise, assist and represent the Debtor in the    
      negotiation, formulation and confirmation of a plan of
      reorganization.

Joseph A. Eisenberg, Esq., a principal at Jeffer Mangels, tells
the Court that the Debtor that Jeffer Mangels' professionals'
hourly rates are:

     Professionals                          Hourly rate
     -------------                          -----------
     Joseph A. Eisenberg, Esq.                  $750
     Steven M. Spector, Esq.                    $650
     John A. Graham, Esq.                       $595
     David M. Poitras, Esq.                     $565
     Thomas M. Geher, Esq.                      $495
     Wilma Escalante                            $180
     
Mr. Eisenberg relates that Jeffer Mangels received $500,000, as
payment for Jeffer Mangels' fees and costs relating to the
services rendered and to be rendered, including the cost of
services rendered by Omni Management, at Jeffer Mangels' request,
relating to the commencement of this Chapter case.

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

Mr. Eisenberg can be reached at:

     Jeffer Mangels Butler & Marmaro LLP
     7th Floor, 1900 Avenue of the Stars
     Los Angeles, CA 90067
     Tel (310) 203-8080
     Fax (310) 203-0567

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/--  is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 million to
$50 million.


ATHERTON-NEWPORT: Section 341(a) Meeting Slated for February 20
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Atherton-Newport Investments LLC's Chapter 11 case, on Feb. 20,
2008, at 9:00 a.m., at Room 1-154, 411 W Fourth St., in Santa Ana,
California.

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

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

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/--  is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 million to
$50 million.


BELO CORP: Completes Newspaper Businesses Spin-off into AH Belo
---------------------------------------------------------------
Belo Corp. has completed a spin-off of its newspaper businesses
and related assets into A. H. Belo Corporation, a publicly-traded
company.  

The spin-off was implemented through a special tax-free stock
dividend to shareholders on all outstanding shares of Belo Corp.
common stock.  Shares in A. H. Belo will begin regular trading on
the New York Stock Exchange on Feb. 11, 2008, under the ticker
symbol "AHC."  The new company will have approximately
17.6 million Series A shares and approximately 2.9 million Series
B shares outstanding.

"Completing the spin-off marks the beginning of an exciting new
period in Belo Corp.'s history as it becomes one of the largest
pure-play television companies in the country," Dunia A. Shive,
president and chief executive officer, said.  "As a stand-alone
television company, with a strong management team and a best-in-
class collection of television assets, Belo is ideally positioned
to capitalize on growth opportunities.  We would especially like
to acknowledge our employees for their continued hard work and
dedication throughout this process."

The majority of Belo's management team remains intact after the
transaction.  Dennis Williamson will continue as executive vice
president/chief financial officer; Guy Kerr continues as executive
vice president/law and government and secretary; and Marian
Spitzberg continues as senior vice president/human resources.

Joining the management committee is Peter Diaz, executive vice
president/television operations who has more than 30 years media
experience.  Shive and James M. Moroney III will join the Belo
board of directors joining Robert W. Decherd, non-executive
chairman, Henry P. Becton, Jr., lead director, Judith L. Craven,
M.D., M.P.H., Dealey D. Herndon, Wayne R. Sanders, William T.
Solomon, M. Anne Szostak and Lloyd D. Ward.

Goldman, Sachs & Co. acted as financial advisor and Locke Lord
Bissell & Liddel, Baker Botts, Jones Day and Wiley Rein served as
legal advisors to Belo Corp. and A. H. Belo Corporation for the
spin-off transaction.

                        About Belo Corp.

Belo Corp. -- http://wwwbelo.com/-- is a media company with a
diversified group of market-leading television, newspaper, cable
and interactive media assets.  The company operates in Texas, the
Northwest, the Southwest, the Mid-Atlantic and Rhode Island.  Belo
owns 20 television stations, six of which are in the 15 largest
U.S. broadcast markets.  The company also owns or operates six
cable news stations and manages one television station through a
local marketing agreement.  Belo's daily newspapers are The Dallas
Morning News, The Providence Journal, The Press-Enterprise
(Riverside, CA) and the Denton Record-Chronicle (Denton, TX).  The
company also publishes specialty publications targeting young
adults, and the fast-growing Hispanic market, including Quick and
Al Dia in Dallas/Fort Worth, and El D and La Prensa in Riverside.
Belo operates more than 30 Web sites associated with its operating
companies.  Belo is a Fortune 1000 company with approximately
3,200 employees.

                           *     *     *

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

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


BELO CORP: Fitch Holds Ratings After Newspaper Businesses Spin-Off
------------------------------------------------------------------
In conjunction with the expected spin-off of Belo Corporation's
newspaper businesses and related assets, Fitch Ratings has
affirmed the company's IDR and senior unsecured debt ratings at
'BB+' and has removed the ratings from Rating Watch Negative.  The
Outlook is Stable.

The ratings continue to be supported by the company's strong local
presence in the top-50 U.S. markets and top network affiliations.  
Consistent with management's statements, Fitch believes the
company will be able to generate sufficient free cash flow over
the intermediate term to de-lever to the 4 times range and below.  
Concerns include the dependence on cyclical advertising revenue,
reliance on its bank facility for upcoming bond maturities, as
well as secular challenges facing the industry including the
proliferation of time-shifting technologies and network on-demand
deals.  

Fitch is also concerned with the company's depressed stock price,
lack of catalysts for the industry, and the potential for these to
lead to more aggressive fiscal policies.  This last concern is
somewhat mitigated by historical actions taken by board chairman
Robert Decherd and senior management (who, with other directors
collectively have approximately 60% voting interest and 17%
economic stakes) where they have followed through on commitments
to de-lever and reduce share repurchases when faced with a
weakening credit profile.  The current lack of industry catalysts,
however, differentiates this environment from historical
circumstances.  The Stable Outlook reflects the generally
predictable revenue base despite existing challenges, as well as
Fitch's expectations of continued cost efficiencies.

Fitch believes there is an overcapacity of premium-priced media
outlets in most mid-to-major markets, and that ad dollars will
continue to flow out of these outlets and toward emerging media
over the next several years.  In Fitch's view the lower rated
stations that are unable to sufficiently aggregate the local
market audiences will bear a disproportionate share of the
outflow.  Belo maintains strong network affiliations and has a
track record of making investments in its news infrastructure,
which has positioned it to have either the No.1 or No.2 station in
most of its markets.  Also, Fitch believes that well-managed TV
stations should be able to compete more effectively over the next
few years with newspapers and radio for local ad dollars.  These
favorable characteristics distinguish Belo from many of its pure-
play broadcasting peers.

The company amended its credit facility due 2011.  The most
notable amendments include a reduction in total commitments down
to $600 million (leaving approximately $460 million available at
Sept. 30, 2007), as well as a minimum interest coverage covenant
of 2.25x stepping up to 2.5x in 2009, and a maximum leverage
covenant of 5.75x that steps down to 5x in 2009.  Fitch estimates
that the facility will have under $200 million of availability by
year-end 2008 assuming it is used to re-finance the company's 8%
senior notes due November 2008.  The Indenture governing all
outstanding bonds does not have any financial covenants; it has a
cross-acceleration provision, as well as a cross-default provision
on principal payments.


BUILDERS FIRSTSOURCE: Expects $0.6/Share Net Loss in Fourth Qtr.
----------------------------------------------------------------
Builders FirstSource Inc. expects to report a fourth-quarter net
loss in the range of $0.55 to $0.60 per fully diluted share with
revenues of approximately $300 million based on the company's
unaudited results for the fourth quarter ended Dec. 31, 2007.

Included in the net loss for the quarter are non-cash charges of
$11 million, net of tax, related to goodwill and asset impairment
charges, and the write-off of deferred financing fees related to
its old credit facility.

Additionally, the company's net loss included cash charges of
$2.1 million, net of tax, related to severance and other items.

For the fourth quarter of 2007, the company expects to have
positive operating cash flow in the range of $11 million to
$13 million.  Cash on-hand increased to about $100 million at
Dec. 31, 2007, after the permanent retirement of $39.9 million of
long-term debt.

In addition, the company improved its liquidity during the quarter
by entering into a new $350 million credit facility.  This new
facility lowers the company's borrowing costs and eliminates
certain affirmative loan covenants.  At Dec. 31, 2007, the company
had approximately $120 million in availability under this
facility.

"We saw further declines in the macroeconomic factors that affect
our industry during the fourth quarter," Floyd Sherman, Builders
FirstSource Inc. chief executive officer, said.  "The
macroeconomic sales drivers, housing starts and commodity lumber
prices, combined to decrease our fourth quarter sales in 2007 when
compared to the same time period in 2006 by 36%.  That being said,
our controllable sales drivers, market share and new operations,
combined to offset these declines for the same time period by
approximately five percent."

"In response to the challenging conditions, we continued to focus
on reducing operating costs, improving operating efficiencies and
cash management," Mr. Sherman added.  "We were able to realize
additional selling, general and administrative cost reductions,
specifically salaries and wages, as we reduced full time
equivalent employees 21% from fourth quarter December 2006.  Our
liquidity remains strong with over $220 million in combined cash
and availability on our credit facility. We believe we are well-
positioned for the continued challenging operating environment and
for opportunities to grow the company."

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a supplier and   
manufacturer of structural and related building products for
residential new construction.  The company operates in 13 states,
principally in the southern and eastern United States, and has 68
distribution centers and 61 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

                           *     *     *

Moody's Investor Service placed Builders FirstSource Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a negative outlook.


CALIFORNIA STEEL: Posts $12 Mil. Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
California Steel Industries Inc. has reported financial results
for three months and year ended Dec. 31, 2007.

The company reported net loss of $12.17 million in three months
ended Dec. 31, 2007, compared to net income $8.45 million for the
same period in the previous year.

For full year 2007, the company reported net loss of $906,000
compared to net income of $108,985 in 2006.

"2007 was a difficult year for California Steel, and is a strong
example of the highly cyclical nature of the steel industry,"
Masakazu Kurushima, president and chief executive officer, said.   
"In 2006, we realized some of the best results in our company's
history."

"This past year, we faced extremely tight margins, given the
economic conditions driving demand and pricing here in the United
States, while competing in a robust slab market worldwide,"
Mr. Kurushima continued.

                  Liquidity and Capital Resources

Capital expenditures during the year were $33.1 million, including
$14.3 million expended during fourth quarter.

The balance under the company's revolving credit agreement was
$26.5 million as of Dec. 31, 2007, with net availability of over
$82.7 million.  The company had a cash balance of $13.6 million.

                      About California Steel

Headquartered in Fontana, California, California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                         *     *     *

On November 2004, Moody's Investor's Service gave the company a
'Ba2' issuer and probability of default rating with a stable
outlook.  The rating still holds to date.


CALIFORNIA MUNICIPAL: Fitch Assigns 'BB+' Rating on $23.22MM Bonds
------------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to these series of revenue
bonds issued by the California Municipal Finance Authority on
behalf of High Tech High Learning, the parent of a group of
California nonprofit benefits corporations operating public
charter schools in San Diego County, California:

Series 2008A
  -- $4,395,000 Revenue Bonds (High Tech High Projects),
     (Media Arts);

Series 2008B
  -- $18,475,000 Revenue Bonds (High Tech High Projects),
     (Chula Vista);

Series 2008C
  -- $350,000 Revenue Bonds (High Tech High Projects),
     (Chula Vista Taxable).

The fixed rate series 2008A-C bonds are expected to price via
negotiated sale in late February.  Proceeds of the bonds will be
applied, along with other available funds of HTH Learning, to
finance the costs of constructing a new charter high school in the
city of Chula Vista; reimburse HTH Learning for capital
investments made to build out the third floor of HTH Media Arts
and improve other HTH Group facilities located on the main campus
in the city of San Diego; and fund a debt service reserve account,
capitalized interest for twelve months, and various costs of
issuance.

At issuance, the bonds will be separately secured.  Lease payments
received by HTH Learning from HTH Media Arts will secure the
series 2008A bonds while lease payments received by HTH Learning
from HTH Chula Vista will secure both the series 2008B and 2008C
bonds.  Revenues generated by HTH Media Arts from per pupil local
and state funding are sufficient to cover lease payments required
under the lease agreement.  In the case of HTH Chula Vista, at
current enrollment levels, revenues are not sufficient to cover
lease payments necessitating a subsidy of up to $600 thousand
annually from HTH Group institutions located at the village
campus.  This subsidy is subordinate to their requirement to pay
debt service on outstanding senior lien series 2005 bonds
($13.3 million), which Fitch does not rate.

The lack of a broad, gross revenue pledge at issuance, which is
typical of charter school financings, was a major credit concern.  
However, upon the repayment or refinancing of the series 2005
bonds, which HTH Learning covenants to effectuate by Dec. 1, 2014,
the bonds will be secured on a parity, senior lien basis by gross
revenues of HTH Learning.  Additional parity bonds may be issued
under certain conditions; however, debt secured by a lien on gross
revenues senior to the bonds will not be permitted.

The 'BB+' rating reflects the limited revenue pledge supporting
repayment of the bonds so long as senior bonds remain outstanding;
HTH Chula Vista's significant reliance upon the up to
$600 thousand annual subsidy during the start up and ramp up phase
to make its lease payments to HTH Learning; the HTH Group's fairly
aggressive expansion plans which may further increase financial
leverage and complicate its operating model; the vulnerability to
the overall financial plan to unexpected changes in enrollment
levels, the primary determinant of charter school funding; and the
standard risks regarding charter renewal for each HTH Group school
every five years.

Incorporated in the 'BB+' rating is HTH Group's multi-year
operating history and proven track record; a reasonable enrollment
forecast, based upon experience, which underpins financial and
debt service coverage projections; the strong track record of HTH
Learning, as the charter management organization, in administering
a unique project based academic curriculum; favorable demand
trends and competitive position; revenue and enrollment diversity
created by a multi-facility, now multi-city location; and the
presence of a related foundation which solicits important
philanthropic support for the HTH Group from local contributors
and national corporate and non-profit donors.

Projected coverage levels for the series 2008B and 2008C bonds are
fairly thin (about 1.2 times in most years through fiscal 2012)
and achieved only as a result of the up to $600 thousand annual
amount being available.  To the extent HTH Group village schools
are financially unable to provide this subsidy and or projected
enrollment at Chula Vista materializes at a slower than expected
pace, cash flows available for lease payments may be insufficient
to meet annual obligations.  Fitch views this risk as manageable
at the current rating level as the HTH Group village schools have
historically generated revenues sufficient to cover series 2005
debt service and the additional up to $600 thousand commitment.  
In the case of the series 2008A bonds, the strength of projected
coverage levels (minimum 2.6x through fiscal 2012) is tempered by
the narrow scope of the pledged revenues derived solely from HTH
Media Arts lease payments and the lack of a mortgage on the
facility in favor of bondholders.  Achievement of projected
enrollment levels at HTH Media Arts is therefore critical.

The Stable Outlook reflects Fitch's expectation that HTH Chula
Vista and HTH Media Arts, will meet enrollment projections such
that per pupil allocations from the state and local school
district will be sufficient to enable each school to make required
lease payments to HTH Learning in amounts equal to or greater than
debt service on the bonds.  While the ability of HTH Chula Vista
to make its lease payments during the start up and ramp up phases
is contingent upon receipt of an annual subsidy from established
HTH Group institutions, it is anticipated such institutions will
maintain the financial capacity necessary to provide this up to
$600 thousand annual amount.

Over the outlook period, credit pressure may be brought to bear if
enrollment targets for HTH Chula Vista are missed rendering the
pledged subsidy insufficient.  Longer term, HTH Learning's
inability to retire outstanding senior lien bonds and secure all
obligations by a gross revenue pledge will limit financial
flexibility.  Gaining this flexibility will be important to HTH
Learning as future growth plans, which could be largely debt
financed, are aggressive.  In executing any such plans, Fitch
expects management to avoid overleveraging the balance sheet and
minimize organizational complexity, which has increased over the
past several years.  Their proven ability in managing previous
expansion plans was viewed positively in the rating process.


CAMPBELL RESOURCES: Swaps $1.8MM Unit with $700,000 Loan Facility
-----------------------------------------------------------------
Campbell Resources Inc. has entered into agreements with Ocean
Partners Holdings Limited pursuant to which Ocean will subscribe
and purchase one unit of Campbell at a price of $1.8 million in
exchange for providing Campbell with a loan facility of up to
$700,000.

The unit consists of a $1.8 million secured convertible debenture
with an interest rate of 11.5% per annum and a number of
common share purchase warrants equal to the quotient of
$1.8 million and the lower of CDN$0.13 and the closing price of
the Campbell's common shares on the Toronto Stock Exchange on the
day prior to the closing date.  

Each Warrant will entitle the holder thereof to purchase one
additional common share of Campbell, at a price per common share
equal to the lower of CDN$0.14 or one cent above the closing price
of Campbell common shares on the TSX on the day prior to the
closing date, for a period of 24 months after the closing date.

Subject to the approval of the TSX, all or a portion of the
Debenture may be, at Ocean's discretion, converted into common
shares of Campbell at a price per common share equal to the lower
of CDN$0.13 or the closing price of Campbell's common shares
on the TSX on the day prior to the closing date.

Subject to the approval of the TSX, all or a portion of the
Facility may be, at Ocean's discretion, reimbursed in cash or
converted into units of Campbell at a price per Facility Unit
equal to the lower of CDN$0.13 or the closing price of the
Campbell's common shares on the TSX on the day prior to the
closing date.

Each Facility Unit consists of one common share of Campbell and
one common share purchase warrant entitling the holder thereof to
purchase one additional common share of Campbell at a price per
common share equal to the lower of CDN$0.14 and one cent above the
closing price of Campbell's common shares on the TSX on the day
prior to the closing date for a period of 24 months after the
closing date.

Both financings are scheduled to close on or around Feb. 15, 2008.
The proceeds of the financings will be used for the repayment of a
sum owed by Campbell to Ocean Partners U.K. Limited and for
working capital purposes.

In addition to the financings with Ocean, Nuinsco Resources
Limited also provided Campbell with a secured revolving credit
facility of up to a maximum aggregate amount of CDN$1.5 million.
Nuinsco has also agreed to purchase and subscribe for 6. million
common shares, at a price of $0.10 per common share, for gross
proceeds of $600,000.

The proceeds of the credit facility and the private placement will
be used to fund further development of Campbell's operations in
Chibougamau, Quebec and for working capital purposes.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. (TSX:
CCH, OTC BB: CBLRF) -- http://www.ressourcescampbell.com/-- is a  
mining company focusing mainly in the Chibougamau region of
Quebec, holding interests in gold and gold-copper exploration and
mining properties.  The Superior Court of Quebec (Commercial
District) granted the company protection under the CCAA on
June 30, 2005.  The plans of arrangement presented to the
creditors of Campbell Resources Inc., Meston Resources Inc. and
MSV Resources Inc., under the Companies' Creditors Arrangement
Act, received the required approvals on June 27, 2006, in
Chibougamau.

The main assets of the company are the Joe Mann Mine, an
underground gold mine owned by Meston Resources Inc., a wholly
owned subsidiary of the company, the Copper Rand Mine, an
underground gold and copper mine owned by MSV Resources Inc., a
wholly owned subsidiary of the company, and the Corner Bay
Property, located near the Chibougamau Lake in the townships of
Lemoine and Obalski, a total of 16 claims, which are held by MSV.

The company's properties include Pitt Gold, Berthiaume Syndicate,
Chevrier, Gwillim, Joe Mann Mine, Cedar Bay, Copper Rand Mine,
Corner Bay, Eastmain and Lac Harbour.  The activities of GeoNova
Explorations Inc. consist mainly in the acquisition, exploration
and development of mining properties. It focuses on exploration in
the Province of Quebec and more specifically, in the Abitibi
region.


CASS PLASTICS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cass Plastics Recycling, L.L.C.
        402 South Grayson Street
        Newbern, TN 38059

Bankruptcy Case No.: 08-21291

Type of Business: The Debtor provides recycling services.

Chapter 11 Petition Date: February 8, 2008

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  Harris, Shelton, Hanover & Walsh, P.L.L.C.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455

Total Assets:  $902,899

Total Debts: $3,705,354

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Stepping Stone Six                                   $1,310,898
P. O. Box 787
O Fallon, IL 62269

Robert Wolfe                                         $893,126
5740 Midnight Pass Road,
Suite 401-F
Sarasota, FL 34242

Alcoa, Inc.                    Home Exteriors        $114,569
2600 Grand Boulevard,
Suite 900
Kansas City, MO 64108
                               Denison               $61,812

                               Stuarts Draft         $50,271

Crane Performance Siding                             $178,818

People's National Bank                               $146,139

Dyer Distributing, L.P.                              $98,500

First Citizens National Bank                         $71,245
Grinder

N.W.T.C.D.C.                   Pulverizer #2         $66,979

Regenex Corp.                                        $40,453

C.M.C. Recycling                                     $35,370

Window Mart                                          $32,445


CHARLES BERG: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charles F. Berg, Inc.
        dba Mariposa
        88 West First Avenue
        Vancouver, BC V5Y 3K8
        Canada

Bankruptcy Case No.: 08-10691

Chapter 11 Petition Date: February 8, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: David W. Hercher, Esq.
                  Miller Nash LLP
                  111 S.W. 5th Avenue, Suite 3500
                  Portland, OR 97204-3699
                  Tel: (503) 224-5858
                  http://www.millernash.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Mared Manufacturing Ltd.    trade debt            $116,960
   Attn: Mitch Levine
         Eddie Eisenber
   407-333 Chabanal Street
   Montreal, QC H2N 2E7
   Tel: (514) 385-1079

   Jessica McClintok           trade debt            $101,739
   1400 16th Street
   San Francisco, CA 94103
   Tel: (415) 553-8223

   Onyx Nite Inc.              trade debt            $86,130
   Attn: Glen Schlossberg
   201 1400 Broadway
   New York, NY 10018
   Tel: (212) 869-3300

   Orion Techwear              trade debt            $80,113

   Tess Sporstwear             trade debt            $46,023

   Honey Fashions Ltd.         trade debt            $40,379

   Ripe Clothing Co.           trade debt            $36,833

   Morgan And Company          trade debt            $29,880

   Ested Industries            trade debt            $25,194

   RD International            trade debt            $21,397

   Private Brand Merchandise   trade debt            $18,346

   Lane Crawford               trade debt            $17,054

   Creations GSL Inc.          trade debt            $15,255

   Spicy Clothing LLC          trade debt            $15,093

   Ms. Sportswear              trade debt            $13,955

   Giho Group                  trade debt            $13,558

   Bee Darlin'                 trade debt            $11,666

   Jodi Krisopher              trade debt            $11,598

   Blondie Nites Ltd.          trade debt            $10,419

   My Michelle                 trade debt            $10,343


COINSTAR INC: Agrees With Wal-Mart to Expand Coinstar Centers
-------------------------------------------------------------
Coinstar Inc. disclosed its agreement with Wal-Mart to reset and
optimize Wal-Mart store entrances, and add new product offerings
to enhance the customer experience at the front of the store.

It is Wal-Mart's intent to have over 3,000 Redbox DVD rental
kiosks in the United States over the next 12-18 months.
Additionally, Coinstar(R) Centers will be rolled out in the United
States over the next 12-18 months.  The expansion of Coinstar
Centers in Wal-Mart represents a transition out of the test phase
into a strategic roll-out.  In addition, as part of this 4th
Wall(TM) optimization plan, Coinstar will be removing or
relocating certain entertainment products in Wal-Mart stores.   
Coinstar has evaluated these changes and they will result in a
material impairment charge.

Redbox is currently installed in over 800 Wal-Mart stores, and
Coinstar coin-counting machines are installed in over 400 Wal-Mart
stores in the United States.

"We are very excited to expand our relationship with Wal-Mart,"
Dave Cole, chief executive officer at Coinstar, Inc. said.  "In
teaming with Wal-Mart to develop concepts for resetting store
entrances, we believe we create a win-win situation."

"Wal-Mart enhances convenience at the front of the store while
providing consumers with a positive experience, and for Coinstar,
we have the opportunity to further our relationship with Wal-Mart
and extend our market leadership," Mr. Cole added.

Both Coinstar Centers and Redbox DVD rental kiosks are services
that meet the needs of busy consumers.  Coinstar Centers are  
self-service coin counting machines on the market and provide
consumers with a way to turn loose change into cash.  Redbox DVD
kiosks provide  movie releases at $1 per night, plus tax.

                           About Coinstar

Headquartered in Bellevue, Washington, Coinstar Inc. (NASDAQ:CSTR)
-- http://www.coinstar.com/-- offers solutions for retailers’  
storefronts consisting of self-service coin counting;
entertainment services, such as skill-crane machines, bulk vending
machines and kiddie rides, and e-payment services, such as pre-
paid wireless products, stored value cards, payroll cards, pre-
paid debit cards and money transfer services.  It also offers a
range of point-of-sale terminals, standalone e-payment kiosks and
e-payment-enabled, coin-counting machines in drugstores,
universities, shopping malls, supermarkets and convenience stores
in the United States, the United Kingdom and other countries.   
Coinstar owns and operates more than 13,500 coin-counting machines
in the United States, Canada, Puerto Rico and the United Kingdom.   
On May 31, 2006, Coinstar acquired Travelex Money Transfer
Limited, a company that is in the business of offering money
transfer services.


COINSTAR INC: S&P Changes Outlook to Positive on Wal-Mart Contract
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Coinstar
Inc. to positive from stable.  S&P also affirmed the 'BB'
corporate credit rating on the Bellevue, Washington-based
company.
     
The outlook revision follows the news that Coinstar has entered
into an agreement with Wal-Mart to increase the number of its
Redbox DVD rental kiosks to more than 3,000 from about 800 and to
increase the number of Coinstar coin-counting machines by as much
as 2,000 in Wal-Mart stores over the next 12 to 18 months.  At the
same time, Coinstar will remove or relocate about 50% of its lower
margin entertainment machines from Wal-Mart stores.
      
"We expect the increase in coin-counting and Redbox machines and
the decrease in entertainment machines as a result of this
agreement to result in an approximately $20 million to $25 million
increase in annual EBITDA beginning in mid-2009," said Standard &
Poor's credit analyst Jackie E. Oberoi.  This expected
strengthening of credit metrics could lead to an upgrade over the
intermediate term.


COPYBOY PUBLICATIONS: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Copyboy Publications, Inc.
        20735 Ashburn Road
        Ashburn, VA 20147

Bankruptcy Case No.: 08-10603

Chapter 11 Petition Date: February 9, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtors' Counsel: Thomas Mansfield Dunlap, Esq.
                  Dunlap, Grubb & Weaver, P.C.
                  199 Liberty Street S.W.
                  Leesburg, VA 20175
                  Tel: (703) 777-7319
                  Fax: (703) 777-3656
                  http://www.dglegal.com/

Estimated Assets: $109,693

Estimated Debts:  $1,384,830

Consolidated Debtors' List of 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   March Stavish               receivables; value    $727,978
   17636 Canby Road            of security: $191,401;
   Leesburg, VA 20175          value of senior
                               lien: $918,371

   Middleburg Bank             receivables;          $415,334
   P.O. Box 5                  value of security:
   Middleburg, VA 20118        $178,416; value of
                               senior lien: 369031

   Washington Time             services              $115,508
   2850 New York Avenue, N.E.
   Washington, DC 20002

   Amy Lynn Burns              loans; value of       $106,404
                               security: $109,693;
                               value of senior lien:
                               $1,135,828

   American Express            loans                 $12,161

   Master Media Group Inc.     services              $5,731

   United Healthcare           insurance             $2,350
   Insurance Co.

   Staple Credit Plan          supplies              $1,778

   Loudoun County Chambers     services              $1,195
   of Com


CORINTHIAN CUSTOM HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Corinthian Custom Homes, Inc.
        512 Autumn Springs Court, Suite C
        Franklin, TN 37067

Bankruptcy Case No.: 08-01010

Type of Business: The Debtor is a home builder.  See
                  http://www.corinthiancustomhomes.com/

Chapter 11 Petition Date: February 8, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Robert James Gonzales, Esq.
                  Robert J. Mendes, Esq.
                  Robin Bicket White, Esq.
                  MgLaw, P.L.L.C.
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

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.


CRYSTAL US: Moody's Reviews Low-B Ratings for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Crystal US
Holdings 3 LLC, a subsidiary of Celanese Corporation, under review
for possible upgrade.  These actions reflect the company's strong
operating performance in 2007, growth in Asia, strong pricing and
demand in its Chemical Products businesses (approximately 70% of
2007 revenues), better product mix and cost improvements in
Industrial Specialties, and continuing strong credit metrics.   

Celanese continues to capitalize on the very solid operating
environment in its main businesses - acetyls, acetate and Ticona -
driven by increased demand globally and relatively high capacity
utilization rates.  Moody's review will focus on the company's
ability to continue to generate solid financial metrics despite
the impact of a slowing US economy and the potential for weaker
international growth.  It will also examine the potential impact
of additional share repurchases, bolt-on acquisitions and the buy-
outs of Celanese's joint ventures in Asia.  To the extent that the
company can continue to generate EBITDA of over $1.3 billion
(Moody's standard adjustments add over $110 million to EBITDA),
free cash flow in the $200-250 million range (excluding
extraordinary items) and debt remains below the post refinancing
levels, Moody's could raise the company's ratings.

On Review for Possible Upgrade:

Issuer: CNA Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B2

Issuer: Celanese U.S. Holdings LLC

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3

Issuer: Corpus Christi (Port) TX, Auth of Nueces Cnty

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Crystal US Holdings 3 L.L.C.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3

Issuer: Giles County I.D.A., VA

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Matagorda (Cnty of) TX, Port of Bay City Auth

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Red River Authority of Texas

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: York (County of) SC

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Outlook Actions:

Issuer: CNA Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Celanese U.S. Holdings LLC

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Crystal US Holdings 3 L.L.C.

  -- Outlook, Changed To Rating Under Review From Positive

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer), acetate tow and engineered thermoplastics.  Celanese
reported sales of $6.4 billion for the fiscal year ending Dec. 31,
2007.  Crystal US Holdings 3 LLC is a subsidiary of Celanese.  BCP
Crystal US Holdings LLC and Celanese Americas Corporation are
subsidiaries of CUSH and co-borrowers under the credit facilities.
CNA Holdings Inc. is a subsidiary of CAC and the holding company
for Celanese's North American operating companies.


CYBERCARE INC: Cast-Crete Files Amended Disclosure Statement
------------------------------------------------------------
Cast-Crete Corporation delivered to the United States Bankruptcy
Court for the Middle District of Florida a First Amended Joint
Chapter 11 Plan of Reorganization for CyberCare Inc. and its
debtor-affiliate, CyberCare Technologies Inc., and a First Amended
Joint Disclosure Statement explaining that plan.

Under Cast-Crete's Plan, the Debtors' creditors will be paid from:

   -- exit funds;
   -- administrative claim funds;
   -- a judgment lien creditors settlement fund;
   -- recoveries of causes of action; and
   -- issuance of new stock in reorganized CyberCare.

The primary distribution of Unsecured Claims against CyberTech
is by the issuance of licensee stock in pro rata of the ownership
interest of a newly formed entity that will receive ownership of
all intellectual property and technology owned by CyberTech.

Cast-Crete's proposed plan also contemplates the acquisition of
65% of the stock of reorganized CyberCare in exchange for:

   i) the funding of a "Cast-Crete Plan Fund" in the amount of
      $200,000 for payment of Judgment Lien Creditors and Allowed
      Administrative Expense Claims;

  ii) the agreement to provide "Exit Financing" of up to
      $500,000 to pay other Administrative Claims and providing
      working capital to reorganized CyberCare; and

iii) the agreement by Cast-Crete to joint venture with
      Reorganized CyberCare for the development, manufacture and
      distribution of products.

Cast-Crete's Plan further provides for the distribution of:

   i) 8% of the stock of reorganized CyberCare to holders of
      Allowed Equity Interests in CyberCare; and

  ii) 17% to the holders of Allowed Unsecured Claims.

Under Cast-Crete's Plan, 10% of the new stock will be reserved for
a management incentive program, and the acquisition of 100%
of the stock of reorganized CyberTech by Cast-Crete in full of
its prepetition loan to CyberCare.

On the other hand, 100% of the new stock of CyberTech will be
distributed to Cast-Crete in satisfaction of its prepetition
claim.

A full-text copy of Cast-Crete's First Amended Chapter 11 Plan of
Reorganization is available for a fee at:



A full-text copy of its First Amended Disclosure Statement is also
available for a fee at:


Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CYBERCARE INC: Amended Disclosure Statement Hearing Set on Feb. 27
------------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida set Feb. 27, 2008, at 10:00 p.m., to consider the adequacy
of Cast-Crete Corporation's First Amended Joint Disclosure
Statement explaining its First Amended Joint Chapter 11 Plan of
Reorganization for CyberCare Inc. and its debtor-affiliate,
CyberCare Technologies Inc.

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DANA CORP: Newco Gets 'BB-' Rating from S&P After Chapter 11 Exit
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
      
"The ratings are based on the exit financing, capital structure,
and other terms and conditions under Dana's plan of reorganization
filed with the bankruptcy court, which has now been consummated,"
said Standard & Poor's credit analyst Nancy Messer.
     
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
(90%-100%) recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan (one notch above the
corporate credit rating) with a recovery rating of '2', indicating
an expectation of average (70%-90%) recovery.
     
The bank loan ratings assume that any remaining conditions that
predate the bank facility are satisfied or waived.
     
Dana had $1.6 billion of balance sheet debt outstanding at
emergence from bankruptcy.  The capital structure also includes
$792 million of 4% cash-pay convertible preferred stock, held by
Centerbridge Partners L.P. and certain prior creditors, which
Standard & Poor's views as equity.
     
The ratings reflect Dana's weak business profile and aggressive
financial profile.  Dana is a significant participant in the
global automotive marketplace, manufacturing under-the-vehicle
products such as axles, driveshafts, and other structural,
sealing, and thermal products.  Dana's customers are original
equipment manufacturers of vehicles in the light, heavy-duty
commercial, and heavy off-road markets.
     
S&P could lower the ratings over the next year if Dana fails to
generate free cash flow, whether because of slower restructuring
efforts, more adverse market conditions, or failure to install a
strong executive leadership team.  In addition, S&P could lower
the ratings if Dana's strategic or financial policies take a more
aggressive turn under the new board of directors and executive
management team.  Any of these occurrences could inhibit Dana's
free cash flow and the potential for reduced leverage in the near
term.  S&P could revise the outlook to stable if market conditions
stabilize and Dana is able to modestly expand sales and EBITDA in
the next few years, and if restructuring activities produce
improved and sustainable adjusted EBITDA margin in 2008-2009 at
10% or better.  The assignment of a stable outlook would also
require S&P's confidence that the financial policy and business
strategy of Dana's new owners would remain consistent with the
current rating and that the company would resolve prior accounting
issues.  S&P would also need to see evidence, through the
achievement of profitable new business wins, that the company is
establishing itself as a credible long-term global competitor in
its markets.


DECKER COLLEGE: Settlement Releases Students from Loan Obligations
------------------------------------------------------------------
Attorney General Jack Conway, Esq., told The Associated Press that
he and the bankruptcy trustee appointed in the case of Decker
College Inc. have agreed to a settlement relating to Decker's
former students.

The settlement was delivered to U.S. Bankruptcy Court, awaiting
approval.

The settlement agreement provides relief for about 2,200 students
under the Decker Trade Program who enrolled after April 1, 2004,
including release from student loan obligations, according to the
Attorney General's office, AP says.

Louisville, Kentucky-based Decker College Inc. was formerly a for-
profit school that shut down in 2005 amid a bankruptcy and federal
and state investigations.  The school was partially owned and run
by former Massachusetts Gov. William Weld.

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Around $1.8 million of funds belonging to Decker College is
missing.  The amount was listed in the school's assets in
schedules filed with the Bankruptcy Court.  Della Justice, Esq.,
at the Kentucky Attorney General's consumer protection division
said that the money, as well as the account it was supposed to in,
can't be found.  Ms. Justice believes that the amount was there at
the start of Decker's bankruptcy proceedings.


DOLE FOOD: Fitch Considers Banana Tariff Policy Ruling Favorable
----------------------------------------------------------------
Fitch Ratings views the World Trade Organization's recent dispute
ruling in favor of the United States against the European Union on
its banana tariff policy as a potential positive for Dole Food
Company (Dole, IDR 'B-'; Outlook Negative).  While a final
resolution has not been reached and the timing of any changes to
the current EUR176/metric ton tariff is still uncertain,
additional evidence continues to surface that a possible reduction
in EU banana tariffs could occur in the near-term.  In late 2007,
a WTO dispute panel ruled in favor of Ecuador that the current EU
import regime was not in compliance with international trade
rules.  These rulings follow continued negotiations between the EU
and Latin American banana producing countries to cut import duties
and drop international trade suits.

On Jan 1, 2006, the European Union - the second largest importer
of bananas behind North America - implemented a 135% increase in
import tariffs on bananas.  The financial implications of these
changes have been substantial.  The incremental cost of the tariff
along with elevated bunker fuel shipping, procurement and
packaging costs have contributed to an approximate 200 basis point
reduction in Dole's EBITDA margin.  Since Dec. 31, 2005, the
company's margin has declined to 4.4% from 6.4%.

Dole's credit protection measures remain weak for the 'B-' rating
category.  For the latest twelve month period ended Oct. 6, 2007,
leverage was 8.2 times, interest coverage was 1.5x and funds from
operations fixed charge coverage was 1.2x.  While a potential
reduction in the current European Union banana tariff would result
in improved credit statistics, Dole's overall cost base will
continue to be pressured by elevated fuel and packaging costs
which Fitch expects to remain high in the near-term.

Fitch currently rates Dole, its Bermuda-based financing subsidiary
and its intermediate holding company as:

  -- Issuer Default Rating 'B-';
  -- Secured asset-based revolving facility 'BB-/RR1';
  -- Secured term loan B 'BB-/RR1';
  -- Senior unsecured debt 'CCC+/RR5'.

Solvest Ltd. (Bermuda-based Subsidiary)
  -- Issuer Default Rating 'B-';
  -- Secured term loan C 'BB-/RR1'.

Dole Holding Company, LLC (Intermediate Holding Company)
  -- Issuer Default Rating 'B-'.

Dole had approximately $2.4 billion in consolidated debt as of the
quarter ended Oct 6, 2007.  The Rating Outlook is Negative.


ENERGY SAVINGS: Dec. 31 Balance Sheet Upside Down by $221.9 Mil.
----------------------------------------------------------------
Energy Savings Income Fund reported shareholder's deficit of
$221.9 million as of Dec. 31, 2007, resulting from a total assets
of $547.6 million and total debts of $769.4 million.

For the three months ended Dec. 31, 2007, total sales are
$459.4 million compared to the three months ended in 2006 total
sales at $417.2 million.

Energy Savings was able to generate this growth through higher
margins per customer as a result of continued low commodity
pricing in the near months and despite only a 3% growth in total
customers.  For the third consecutive quarter, margin per new
customer signed has exceeded target levels, in this case by 11%.

"Energy Savings continues to be the cash generating growth engine
that it has been since its inception," Rebecca MacDonald,
executive chair, noted.  "Our third quarter results again showed
double digit growth in all key financial measures."

"We have met the challenges of a competitive market and have built
a US business which shows the same growth and profitability as our
Canadian business showed when we went public in 2001," Ms.
MacDonald said.  "The Fund's commitment to continued growth
remains as strong as ever."

"In past quarters, I have commented on possible restructuring
options in light of the Federal Government's proposal to tax
income trust distributions," Ms. MacDonald continued.  "While the
eventual structure of Energy Savings will in likelihood be
significantly different from the current Trust, lack of clarity
from the Government on conversion rules - in particular, on how
the promised tax free rollover will be achieved on conversion to a
corporation - has delayed our ability to draw conclusions as to
the best ongoing structure."

"This review is proceeding and we will update our unitholders as
it progresses," Ms. MacDonald added.

"We are very pleased with our operating results in the third
quarter," Brennan Mulcahy, chief executive officer, stated.  
"While our customer additions were below the level needed to hit
our target, third quarter additions were up 52% year over year
showing that the rebuilding of our sales forces in Illinois and
New York has been successful."

"We expect (subject to remaining winter weather) to realize 15% to
20% growth in gross margin and distributable cash, exactly as we
forecasted at the beginning of the year," Mr. Mulcahy went on to
say.  "The distributable cash growth is expected to be at the low
end of the range largely because our marketing is generating more
customers than last year at this time."

"While these customers will not flow meaningful cash until next
fiscal year, every customer added will pay back in less than 12
months,"Mr. Mulcahy explained.  "It is this high return on
invested capital that is a hallmark of Energy Savings and the more
marketing dollars we can deploy at these returns, the better."

"At Energy Savings, we have delivered growth year after year and
we do not anticipate changing that in the future," Mr. Mulcahy
commented.

"Let me finish with a discussion of our green initiative, the
offering of GEO units," Mr. Mucahy stated.  "To date, we have sold
86,000 units at an average of 2.9 units per customer."

"This is a product that the public clearly wants and one that
Energy Savings has provided in a simple and economical form," Mr.
Mulcahy opined.  "We are excited to be at the forefront in
allowing the average consumer to reduce their carbon footprint at
a reasonable and predictable cost."

"Energy Savings has been and remains a leader in innovative energy
products," Mr. Mulcahy concluded.

                  Liquidity and Capital Resources

Cash flow from operating activities for the three and nine months
ended Dec. 31, 2007 was $8.8 million and $72.4 million, as
compared to $12.5 million and $51.6 million, respectively, in the
prior comparable periods.  The decrease for the current quarter is
primarily attributable to the increased working capital which has
offset the increased margins.

The fund purchased capital assets totaling $3.8 million during the
quarter, an increase from $1.2 million in the prior year
comparable quarter.  Capital assets purchases amounted to
$8.1 million for the nine months ended Dec. 31, 2007, compared
with $3.0 million in the prior year comparable period.

Energy Savings completed the acquisition of Just Energy for a
total of $33.4 million, of which $18.1 million involved the
issuance of units of the fund on Oct. 9, 2007.

During the three months ended Dec. 31, 2007, Energy Savings had
drawn a total of $7.0 million against the credit facility versus
$27.5 million in the third quarter of fiscal 2007.  Credit
facility drawdowns year-to-date have amounted to $57.6 million for
a total bank indebtedness of $94.5 million as at Dec. 31, 2007.

During the quarter, the fund made distributions to its Unitholders
in the amount of $30.7 million, compared to $26.4 million in the
prior year comparable period, an increase of 16%.  For the nine
months ended Dec. 31, 2007 Energy Savings distributed
$90.4 million, an increase of 18% from the prior comparable
period.

                      About Energy Savings

Headquartered in Toronto, Ontario, Energy Savings Income Fund
(TSE:SIF.UN) -- http://www.energysavingsincomefund-- is an open-
ended, limited-purpose trust established to hold the securities
and to distribute the income of its wholly owned subsidiaries and
affiliates: Ontario Energy Savings LP, Energy Savings Corp.,
Energy Savings LP, ES Limited Partnership, Alberta Energy Savings
LP, Illinois Energy Savings Corp., New York Energy Savings Corp.
and Indiana Energy Savings Corp.  Through its subsidiaries and
affiliates, Energy Services is involved in the sale of natural gas
to residential and small to mid-size commercial customers under
long-term, irrevocable fixed price contracts.  The company also
supplies electricity to Ontario, Alberta and New York customers.   
On May 17, 2007, Energy Savings completed the acquisition of Just
Energy Texas LP.


EXPEDIA INC: Earnings Drop to $65MM in Quarter Ended December 31
----------------------------------------------------------------
Expedia Inc. reported financial results for fourth quarter and
year ended Dec. 31, 2007.

For the company's fourth quarter, it reported net income of
$65.4 million compared to $67.1 million for the same period in the  
previous year.

Adjusted net income for the fourth quarter decreased $4 million
compared to the prior year period as higher operating income
before amortization was offset by a net increase in foreign
exchange losses and an increase in net interest expense.  Net
income decreased $2 million due to the same factors impacting
adjusted net income well as a higher effective tax rate.

For full year, the company reported net income of $295.9 million,
compared to net income of $244.9 million in 2006.

Adjusted net income for the year increased $1 million compared
with 2006 due to higher OIBA, offset by net losses from foreign
currency and increases in net interest expense.  Net income
increased $51 million due to the same factors impacting adjusted
net income well as lower amortization of intangible assets
compared to 2006 and an impairment charge in the prior year.

"2007 was a very good year for Expedia, with acceleration in
nearly every key financial metric," Barry Diller, Expedia Inc.'s
chairman and senior executive, said.  "We ended the year on higher
ground with a stabilized supplier outlook, expanded global reach,
established media businesses and sharpened marketing prowess. At
the same time, we continued to make strides in capital efficiency
by leveraging our balance sheet to meaningfully reduce our share
base with an eye toward further repurchases."

"Through significant investment, innovation and execution, Expedia
delivered four consecutive quarters of top-line growth
acceleration in 2007," Dara Khosrowshahi, Expedia Inc.'s CEO and
president, said.  "While we're pleased by our return to OIBA
growth in 2007 and mindful of potential challenges from near-term
economic conditions, we will continue to invest in further growth
opportunities in 2008 and beyond to drive long-term shareholder
value."

                  Cash Flows & Working Capital

Net cash provided by operating activities in 2007 was $712 million
and free cash flow was $625 million.  Both measures include
$244 million of benefit from net changes in operating assets and
liabilities primarily related to our merchant hotel business.
Free cash flow in 2007 increased $101 million due to greater
benefit from net changes in operating assets and liabilities and
higher OIBA.

                       Balance Sheet Notes

A) Cash, Cash Equivalents and Restricted Cash:

   -- Cash, cash equivalents and restricted cash totaled
      $634 million at Dec. 31, 2007.  This amount includes
      $17 million in restricted cash and cash equivalents related
      to merchant air revenue transactions, and $158 million of
      cash at eLong, whose results are consolidated in our
      financial statements due to our controlling voting and
      economic ownership position.
    
   -- The $230 million decrease in cash, cash equivalents and
      restricted cash for 2007 relates to $1.4 billion in treasury
      stock activity related to tender offer repurchases of
      55 million common shares, $121 million in withholding taxes
      for stock option exercises, $93 million in acquisitions,
      long-term investments and deposits, $87 million of capital
      expenditures and $78 million in cash tax payments, partially
      offset by $670 million in OIBA, $585 million in net revolver
      borrowings, $220 million net benefit from changes in
      operating assets and liabilities, $55 million in proceeds
      from equity award exercises and a $22 million increase in
      gains from holding or converting foreign currencies.

B) Accounts and Notes Receivable:

   -- Accounts receivable include receivables from credit card
      agencies, corporate clients and advertising partners as well
      as receivables related to agency transactions including
      those due from airlines and global distribution system
      partners.
    
   -- Accounts and notes receivable increased $57 million from
      Dec. 31, 2006, due to growth in various lines of the
      company's business including acquisitions made in 2007.

C) Borrowings:
    
   -- Expedia Inc. maintains a $1 billion unsecured revolving
      credit facility, which expires in August 2010.  As of
      Dec. 31, 2007, the company has $585 million in borrowings
      outstanding under our revolver, which amount was drawn in
      conjunction with the August 2007 funding of its 25 million
      share tender offer.
    
   -- Outstanding borrowings bear interest based on its financial
      leverage, which based on its Dec. 31, 2007, financials would
      equate to a base rate plus 75 basis points.  At the
      company's discretion it can choose a base rate equal to (1)
      the greater of the Prime rate or the Federal Funds Rate plus
      50 basis points or (2) various durations of LIBOR.  The base
      rate on all borrowings is 1-month LIBOR.
    
   -- As of Dec. 31, 2007, the company was in compliance with the
      leverage and net worth covenants under the credit facility.
      Outstanding letters of credit under the facility as of that
      date were $52 million, which balance reduces the company's
      available borrowing capacity.

   -- Long-term debt relates to $500 million in registered 7.456%
      Senior Notes due 2018, which were issued in August 2006.  
      The Notes are repayable in whole or in part on Aug. 15,
      2013, at the option of the note holders.  The company may
      redeem the Notes at any time at its  option.
    
   -- Semi-annual interest expense related to the Notes is
      $19 million, paid on February 15 and August 15 of each year.
      Accrued interest related to the notes was $14 million at
      Dec. 31, 2007 and $13 million at Dec. 31, 2006, and such
      amounts are classified as accrued expenses on its balance
      sheet.

D) Warrants
    
   -- As of Dec. 31, 2007, the company has 58.5 million warrants
      outstanding, which, if exercised in full, would entitle
      holders to acquire 34.6 million common shares of Expedia
      Inc. for an aggregate purchase price of approximately
      $774 million.
    
   -- 32.2 million of these warrants are privately held and expire
      in 2012, and 26 million warrants are publicly-traded and
      expire in 2009.  There are 0.3 million other warrants
      outstanding.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $8.3 billion, total liabilities of $3.5 billion and total
stockholders' equity $4.8 billion.

                       About Expedia Inc.

Based in Bellevue, Washington, Expedia Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company.
Expedia's companies operate internationally with sites in
Australia, Canada, France, Germany, Italy, Japan, the Netherlands,
Norway, Spain, Sweden, the United Kingdom and China, through its
investment in eLong (TM).

                         *     *     *

Moody's Investors Services placed Expedia Inc.'s long-term
corporate family, probability of default and senior unsecured debt
ratings at 'Ba2' in July 2007.  The ratings still hold to date
with a negative outlook.


FBR CAPITAL: Plans to Cut 10% of Workforce Over Market Challenges
-----------------------------------------------------------------
FBR Capital Markets Corp. said Friday that it will reduce its
workers by 10%, or 75, "in response to adverse market conditions,"
The Associated Press and Washington Post report.

According to the reports, the company refused to give further
details on the layoffs but wanted to assure the public that the
company continues to have a strong finances and that the lay offs
were meant to "take advantage of the opportunities" once the
market stabilizes.

The company also told reporters that the layoffs won't adversely
affect its operations.

The company is yet to disclose its financial report on Feb. 20,
2008.

Arlington, Virginia-based FBR Capital Markets Corp., (NASDAQ:
FBCM) -- http://www.fbrcapitalmarkets.com/-- is a fully  
consolidated subsidiary of FBR Group Inc. (NYSE: FBR), --
www.fbr.com/ -- a top ten investment bank with a national
franchise.  FBR Capital Markets focuses capital and financial
expertise on eight industry sectors: consumer, diversified
industrials, energy & natural resources, financial institutions,
healthcare, insurance, real estate, and technology, media &
telecom.  FBR Group is also the parent company of Friedman,
Billings, Ramsey Group Inc., the majority stake holder of FBR
Capital.  FBR Group has a mortgage origination subsidiary, First
NLC Financial Services LLC, which filed for chapter 11 bankruptcy
on Jan. 18, 2008.

FBR Group has offices in Washington, D.C., Arlington, VA; Boston;
Dallas; Houston; Irvine; New York; San Francisco; London, England;
and Sydney, Australia.


FEDERAL-MOGUL: Insurers, et al., Oppose Plan A Modifications
------------------------------------------------------------
Objecting parties ask the U.S. Bankruptcy Court for the District
of Delaware to deny confirmation and approval of a Plan A
Settlement, which is attached as an addendum to Federal-Mogul
Corp. and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization.

The objecting parties are:

   (1) Ten insurance companies comprised of:

          * Columbia Casualty Company,
          * Continental Casualty Company,
          * Federal Insurance Company,
          * Fireman's Fund Insurance Company,
          * First State Insurance Company,
          * Hartford Accident and Indemnity Company,
          * Mt. McKinley Insurance Company,
          * National Surety Company ,
          * New England Insurance Company, and
          * The Continental Insurance Company;

   (2) PepsiAmericas Inc.; and

   (3) Automotive companies DaimlerChrysler Corporation, Ford
       Motor Company, and Volkswagen of America, Inc.

As previously reported in the Troubled Company Reporter, the
Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Plan
of Reorganization and accompanying Plan B Settlement on Nov. 8,
2007.  The U.S. District Court for the District of Delaware
affirmed the Bankruptcy Court's Plan Confirmation Order on
Nov. 13, 2007.  On Dec. 27, 2007, the Fourth Amended Plan became
effective.

At the Debtors' behest, the Bankruptcy Court deferred ruling on
the Plan A Settlement, which is attached as an addendum to the
Fourth Amended Plan.  A number of insurance companies opposed
Plan A, asserting that it affects their rights and insurance
policies.

To recall, the Plan A Settlement and the Plan B Settlement
represent two alternate arrangements for the treatment of the
claims and Plan objections of Cooper Industries, LLC, and Pneumo
Abex LLC.  Pursuant to various transactions, the Debtors assumed
liability for certain asbestos-related claims asserted against
Cooper and Pneumo Abex.

In December 2007, the Debtors removed the insurance-related
provisions contained in Plan A to eliminate all arguments that
Plan A is anything other than absolutely "insurance neutral."

The Objecting Insurers and PepsiAmericas argue that the Plan A
Modifications are insufficient to cure the multitude of problems
that render Plan A unconfirmable.  Contrary to the Debtors'
allegations, the Plan A Modifications do not render Plan A
neutral as to the Insurers' rights and insurance policies, the
Insurers contend.  Thus, they have standing to object to Plan A,
the Insurers and PepsiAmericas maintain.

According to Mt. McKinley, the Plan A Modifications are nothing
more than a last ditch attempt by the Plan Proponents to convince
the Bankruptcy Court to approve an arrangement that:

   -- improperly rids non-debtors Cooper and Pneumo Abex of
      their alleged asbestos liabilities;

   -- unlawfully extends the protections of a channeling
      injunction under Section 524(g) of the Bankruptcy Code to
      Cooper and Pneumo Abex where the law does not so provide;

   -- provides Cooper with a distinct and clear "non-neutral"
      litigation advantage over the Objecting Insurers in
      subsequent insurance coverage litigation; and

   -- provides Cooper with control over Pneumo Abex insurance
      policies in direct contravention to the Bankruptcy Court's
      explicitly rulings.

Through the Plan A Modifications, all the Plan Proponents have
managed to do is obscure the means by which they are assigning
the Pneumo Asbestos Insurance Policies to the Asbestos PI Trust,
Sean J. Bellew, Esq., at Cozen O'Connor, in Wilmington, Delaware,
argues, on Mt. McKinley's behalf.

The Insurers point out that Plan A still effectuates an
assignment of the non-Debtor Pneumo Asbestos Insurance Policies
and still grants Cooper the right to pursue, enforce and collect
the proceeds of those policies.  Thus, Plan A's impact on the
Insurers' rights has not changed.  As the insurance policies are
not assets of the Debtors' estates, the Bankruptcy Court lacks
the jurisdiction necessary to approve Plan A, the Insurers
assert.

Plan A also still permits Cooper to "double-dip" and receive
multiple or excess recoveries from the Asbestos PI Trust by
expressly preventing the Trust from reducing the amount it pays
to Cooper to reflect Cooper's actual settlement costs, according
to Mt. McKinley.

Mr. Bellew notes that Plan A provides for greater payment to
asbestos claimants than that provided under Plan B or in the tort
system.  Thus, Plan A will cost the Insurers more money.  Plan A
also provides for payment to asbestos claimants who will not
receive payment under Plan B or in the tort system, thus,
increasing the Insurers' exposure.  Moreover, Plan A permits the
Asbestos PI Trust and Cooper to apply the proceeds of the Pneumo
Policies to pay liabilities for which the policies do not provide
coverage.

The Debtors have already been reorganized under Chapter 11 of the
Bankruptcy Code, the Insurers point out.  They argue that the
Debtors may not revert back and undo their already completed
reorganization.  "The Plan Confirmation Order has become final.  
Approval of Plan A now is contrary to the concept of finality in
bankruptcy and is in direct conflict with the express and
unambiguous language of Section 1127(b) of the Bankruptcy Code
which prohibits modification of a confirmed plan after
substantial consummation.  It is time to end these games and
close the book on these proceedings," Mr. Bellew asserts.

At any rate, Plan A is not necessary for the Debtors'
reorganization, the Insurers continue.  The confirmed Fourth
Amended Plan, they point out, has already conclusively resolved
the Debtors' alleged liabilities to Cooper, Pneumo Abex and
asbestos personal injury claimants in respect of Pneumo Abex
Claims.

Plan A's Section 524(g) Injunction enjoins the pursuit of
asbestos personal injury actions against Cooper and Pneumo Abex.  
The Insurers contend that the claims being channeled under the
Injunction do not arise from the Debtors' operations or
liabilities.  In addition, the Debtors' reorganization does not
rely in any way on the Injunction.  Court approval of Plan A is
therefore barred by the express and unambiguous language of
Section 524(g), the Insurers assert.

None of the Pneumo Protected Parties have a current ownership
interest in the Debtors, any of their past or present affiliates
or their predecessors in interest as is required by Section
524(g)(4)(A)(ii)(I), Mr. Bellew points out.  There is also no
evidence that any of the Pneumo Protected Parties have liability
for Pneumo Asbestos Claims that arises by reason of their
"involvement in the management" of the Debtors or a predecessor
in interest of the Debtors as required by Section
524(g)(4)(A)(ii)(II).  Furthermore, there is no evidence that the
Pneumo Protected Parties had any involvement in a transaction
changing the corporate structure of the Debtors or that the
Pneumo Protected Parties have liability for Pneumo Asbestos
Claims that arise out of such involvement.  Thus, the Pneumo
Protected Parties fail to satisfy the requirements of Section
524(g)(4)(A)(ii)(IV), Mr. Bellew relates.

A Section 524(g) injunction may be issued only in connection with
an order confirming a plan, Fireman's Fund reminds the Bankruptcy
Court.

DaimlerChrysler, Ford, and Volkswagen agree that the actions to
be enjoined under the Plan A Injunction are not derivative of
claims for which the Debtors are principally liable.
DaimlerChrysler and Volkswagen further contend that the Plan A
Injunction adds nothing to the Debtor's discharge.  
DaimlerChrysler, Ford, and Volkswagen are co-defendants with
Cooper and Pneumo Abex in numerous lawsuits that allege injury as
a result of Pneumo Abex's and Cooper's asbestos activities.

                       About Federal-Mogul

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

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

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

                        *     *     *

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

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


FEDERAL-MOGUL: Mesothelioma Claimants Support Plan A Modifications
------------------------------------------------------------------
Certain Mesothelioma Claimants ask the U.S. Bankruptcy Court for
the District of Delaware to approve the Plan A Settlement, which
is attached as an addendum to Federal-Mogul Corp. and its debtor-
affiliates' Fourth Amended Joint Plan of Reorganization.

The Mesothelioma Claimants hold claims for exposure to asbestos-
containing products produced by one or more of the Debtors and,
in some instances, also hold unresolved claims against Pneumo
Abex.  The Mesothelioma Claimants' claims will be paid pursuant
to the Federal Mogul U.S. Asbestos Personal Injury Trust.

As previously reported in the Troubled Company Reporter, the
Bankruptcy Court confirmed the Debtors' Fourth Amended Joint Plan
of Reorganization and accompanying Plan B Settlement on Nov. 8,
2007.  The U.S. District Court for the District of Delaware
affirmed the Bankruptcy Court's Plan Confirmation Order on
Nov. 13, 2007.  On Dec. 27, 2007, the Fourth Amended Plan became
effective.

At the Debtors' behest, the Bankruptcy Court deferred ruling on
the Plan A Settlement, which is attached as an addendum to the
Fourth Amended Plan.  A number of insurance companies opposed
Plan A, asserting that it affects their rights and insurance
policies.

To recall, the Plan A Settlement and the Plan B Settlement
represent two alternate arrangements for the treatment of the
claims and Plan objections of Cooper Industries, LLC, and Pneumo
Abex LLC.  Pursuant to various transactions, the Debtors assumed
liability for certain asbestos-related claims asserted against
Cooper and Pneumo Abex.

In December 2007, the Debtors removed the insurance-related
provisions contained in Plan A to eliminate all arguments that
Plan A is anything other than absolutely "insurance neutral."

The Mesothelioma Claimants agree with the Debtors that the
Objecting Insurers no longer have standing to object to Plan A
since all of the insurance-related provisions have been removed.

Plan B requires the Asbestos PI Trust to pay $140 million to
Cooper Industries and Pneumo Abex in satisfaction of those
creditors' claims against the Debtors.  The money necessary to
pay that sum is taken from the funds otherwise allocated to the
T&N Subfund of the Asbestos PI Trust, Patricia P. McGonigle,
Esq., at Seitz, Van Ogtrop & Green, P.A., in Wilmington,
Delaware, notes.  As a result, approximately 18% or $140 million
of the $775 million worth of assets allocated in the aggregate to
the T&N Subfund will not be available to pay asbestos claims and
will instead be paid to Cooper Industries and Pneumo Abex.  
Consequently, the Mesothelioma Claimants' Claims will be paid as
much as one-fifth less if the Bankruptcy Court will not approve
Plan A and the Asbestos PI Trust is required to pay the Plan B
Settlement Amount.

"For the Mesothelioma Claimants, each of whom is a person dying
of an incurable form of cancer or the personal representative of
someone already dead from same, losing another 15 to 20% off of
their already reduced and delayed claims against the Debtors
represents an unfair and unnecessary impairment of their claims
. . . Given that the only parties objecting to the Plan A
Settlement are insurers not involved or affected by the
transaction, [Court approval of Plan A] is ridiculously unfair
and unnecessary," Ms. McGonigle asserts.

                      About Federal-Mogul

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

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

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

                        *     *     *

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

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


FIRST MAGNUS: Court Orders Executives to Appear for Deposition
--------------------------------------------------------------
At the request of WNS North America Inc., the Hon. James M. Marlar
of the U.S. Bankruptcy Court for the District of Arizona ordered
Gurpreet S. Jaggi, the chief executive officer of First Magnus
Financial Corporation, and Thomas Sullivan, Jr., the company's
director, to appear for deposition at the offices of WNS' counsel.

The Court's order is in connection with, among others, matters
relevant to the formulation and implementation of the Debtor's
Second Amended Plan of Liquidation dated Jan. 4, 2008.

WNS also obtained authority to examine Mr. Sullivan in connection
with any previous or current relationships between the Debtor and
any of the persons or entities named in either the Plan or the
disclosure statement as a proposed Liquidating Trustee,
Litigation Trustee or member of the Advisory Board.

WNS also served a subpoena on The National Bank of Arizona to
require the bank to, among others, divulge its connections with
First Magnus Financial Corporation, its officers and its
representatives.

                  WNS' Subpoena on Arizona Bank

The National Bank of Arizona says that the discovery proposed by
WNS under Rule 2004 of the Federal Rules of Bankruptcy Procedure
is "overly broad, unduly burdensome, and not relevant nor
reasonably calculated to lead to relevant information."

The National Bank of Arizona is a member of the Official
Committee of Unsecured Creditors.  It has been named to be part
of the Advisory Board, which will oversee the trusts tasked to
liquidate and distribute of estate assets following the Plan's
corporation.

In response to the proposed interrogatories, The National Bank of
Arizona, a subsidiary of Zions Bancorporation (UTAH), asserts
that its only connection with First Magnus is that "it loaned
[the] Debtor money".

The National Bank of Arizona believes that WNS has concerns that
its claim and the claim of First Magnus Capital, the Debtor's
parent, have been subject of discussions relating to
subordination.  "If such discussions occurred, WNS and First
Magnus Capital would stand in an adversarial relationship with
the Committee, and such communications would be privileged,"
asserts Sally M. Darcy, Esq., at McEvoy, Daniels & Darcy, P.C.,
representing the NBA.

WNS, on the other hand, notes that while the National Bank of
Arizona failed to answer the interrogatories the two other
nominated Advisory Board members, Hilton & Meyers Advertising,
Inc., and Pyro Brand Development, LLC, responded fully to the
same interrogatories.  

WNS avers that the interrogatories were served to obtain
information relevant to the proceedings on the confirmation of
the Plan and, more particularly, whether the creation and
appointment of the Advisory Board, as proposed in the Plan, is in
the best interests of creditors.

     Debtor Seeks to Examine WNS' for Solicitation Efforts

The Debtor served the subpoena and a notice of deposition on
January 28, 2008, requiring WNS to designate an employee or
representative to appear for examination with respect to WNS'
alleged distribution of a solicitation, urging the creditors to
reject the Second Amended Plan of Liquidation.

WNS, however, asks the Court to:

     (i) quash the subpoena served by the Debtor; or

    (ii) in the alternative, issue an order protecting WNS'
         representatives from having to appear for the Debtor's
         proposed examination or for any other deposition in the
         United States.   

Nancy J. March, Esq., at DeConcini McDonald Yetwin & Lacy, PC, in  
Tucson, Arizona, notes that WNS has filed and e-mailed an amended
notice of deposition, stating additional subjects of examination,
including the recipients of WNS' solicitation and other
communications between WNS and creditors of the Debtor with
respect to the Plan.

Ms. March adds that the only employee and representative who may
have some knowledge about the matters to be examined resides in
India.

"Assuming for the sake of argument that the subpoena could compel
the attendance of a witness from India, which it cannot, one
week's notice cannot be considered reasonable for someone to
travel from India to the United States," Ms. March argues.  She
adds that it would be an undue burden and expense to expect the
employee or representative to do so, given that any deposition
would likely take less than 30 minutes to complete.

"In evaluating undue burden, the Court must weigh the burden of
the requests on the producing party against the likely benefit of
the discovery for the propounding party," Ms. March points out.  
"Under the circumstances of this case, the burden in time and
expense on WNS would be grossly disproportionate to the benefit
to the Debtor."

                       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: Pima Country Insists Property Taxes Be Paid in Full
-----------------------------------------------------------------
Pima County Treasurer asks the U.S. Bankruptcy Court for the
District of Arizona to overrule the objection of First Magnus
Financial Corporation and to direct the Debtor to pay in full its
personal property taxes for $85,910.

As previously reported, the Debtor requested the Court to reduce
its taxes by 33%, asserting that it did not own some of the
personal properties for a portion of the tax year.

German Yusufov, Esq., at Barbara Lawall, argues that the Debtor
has failed to provide information to support its assertion and   
has not satisfied the burden of proving that the unpaid tax
amount reflected in the Treasurer's records are incorrect or
otherwise improper.

"Arizona law shifts the burden of proof to the taxpayer.  
[Section 42-11007 of A.R.S.] provides that documents and entries
made in the county treasurer's records or reflected in the list
of delinquent taxes are prima facie evidence of the facts stated
in them," Mr. Yusufov points out, adding that the Debtor bears
the burden of proving that the unpaid tax amounts reflected in
the Treasurer's records are incorrect.

Mr. Yusufov further argues that under the Arizona law, a taxpayer  
"may not test the validity or amount of tax, either a plaintiff
or defendant if:

     (i) the taxes levied and assessed in previous years against
         the person's property have not been paid;

    (ii) the taxes subject of the action are not paid before
         becoming delinquent; and  

   (iii) the taxes coming due on the property during the pendency
         of the action are not paid before becoming delinquent.

"The Debtor is trying to challenge the amount of its 2007 taxes,
yet is three months delinquent in paying the first half of those
taxes.  Therefore under the Arizona law, the Debtor may no longer
challenge the amount of its 2007 taxes," Mr. Yusufov further
argues.

According to Mr. Yusufov, if the Debtor believes that it should
not be liable for a portion of the taxes, its recourse is only
against the party who acquired the property after it was
abandoned by the Debtor, and who will be unfairly benefited by
the Debtor's payment of the taxes for the full year.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
the Hon. James M. Marlar granted the request of First Magnus to
sell about 105,979 square feet of real property located in the
City of Tucson, Pima County, State of Arizona, for $1,600,000 to
Rynoke LLC.

Shortly after the decision, Pima County Treasurer asked the Court
to direct the Debtor to pay $128,865 in personal property taxes
and the accrued interest from the sale proceeds of the real
property.

The TCR said on Dec. 10, 2007, that Pima County had previously
asked the Court to deny First Magnus' request to sell its Tucson
real property unless Pima County is assured payment for taxes due.

                       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: WaMu to Reserve Rights to Object Terms of Plan
------------------------------------------------------------
First Magnus Financial Corporation, the Official Committee of
Unsecured Creditors, and Washington Mutual Bank entered into a
stipulation reserving the right of WaMu to object to the terms of
the Debtor's Chapter 11 Plan of Liquidation.

The Plan provides that members of Class 6 (Allowed Claims of Repo
Participants under the Repurchase Agreements) are required to
deliver to the Debtor any Surplus of the market prices received
on liquidation of the mortgages over the sum of the repurchase
prices provided for in the applicable repurchase agreements, and
all reasonable expenses incurred in connection with the
liquidation of the repurchase agreements.

Pursuant to the Stipulation dated Feb. 5, 2008, the parties
agree that:

     (a) to the extent any party commences an action or asserts a
         claim seeking affirmative recovery against WaMu, the
         Buyers, their successors, officers, and others, the
         failure of WaMu and the Buyers to object to the Surplus
         Provision should in no way prejudice rights of WaMu and
         the Buyers, to challenge the Debtor's entitlement to the
         Surplus, by way of cross-claim, set-off, or any other
         defensive purpose in connection with the claim;

     (b) WaMu, on behalf of itself and of the Buyers, agrees that
         nothing in their Stipulation or the Debtor's Plan should   
         prejudice the rights of the Debtor, the Creditors
         Committee or their successors to (i) challenge the
         characterization of the transactions contemplated by the
         Syndicated Repo Agreement as a purchase, sale or
         financing; (ii) to challenge any assertion or
         characterization that the Syndicated Repo Agreement is a
         repurchase agreement or that WaMu and the Buyers are
         repo participants; and (iii) seek a return of the
         Surplus or bring any other claim or cause of action
         against WaMu or the Buyers; and

     (c) The Debtor and the Creditors Committee acknowledge and
         agree that, nothing in their Stipulation, the Plan, or
         the order confirming the Plan should (i) curtail, limit
         or expand any of the rights granted to WaMu or the
         Buyers under Sections 506(c), 541(d), 546(f), 559 and
         562 of the Bankruptcy Code; (ii) waive or prejudice any
         rights and defenses that WaMu and the Buyers have with
         respect to issues relating to surcharge, including any
         right to assert that the issues should be decided in
         accordance with relevant case law and statutory
         authority; or (iii) prejudice the rights of WaMu or the
         Buyers from later contesting for defensive reasons the
         Debtor's entitlement to any Surplus resulting from the
         liquidation of the Mortgage Loan Assets.

                       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: Provides 2nd Ballot Report Amid Various Objections
----------------------------------------------------------------
First Magnus Financial Corporation told the U.S. Bankruptcy Court
for the District of Arizona that excluding any votes with respect
to claims that are subject to an existing objection is the proper
method for calculating the votes.

The Debtor filed with the Court revised a ballot report in light
of the change of votes of Countrywide Home Loans Inc., and
Countrywide Warehouse Lending in Class 2.

Class               Amount       Amount       Number     Number
Voted            Accepting     Rejecting    Accepting
Rejecting              
-----             -----         -----        -----      -----
Class 1:        $6,201,925       $148,347    1,186         26
Allowed           
Priority
Non-Tax Claims

Class 2:       $36,783,319       $341,801        6          2
Allowed           
Secured
Claims

Class 3:      $342,172,771    $10,847,243      319         17
Allowed          
General
Unsecured
Claims

Class 4:        $1,225,611     $3,373,810       14          4
Allowed       
Rejection  
Damage Claims

Class 8:           $35,994           $400        8          1
Credit
Borrowers
Claims

                        Plan is Confirmable

As reported in the Troubled Company Reporter on Feb. 11, 2008,
on behalf of First Magnus, 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.

According to the Debtor, 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.

                  Committee Defends Provisions Plan

The TCR also said on February 11 that the Official Committee of
Unsecured Creditors told the Court that due to the limited time
between the bankruptcy filing and the confirmation hearing, the
Liquidation Plan of First Magnus 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, related 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.

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.

                  Parties Object Plan Confirmation

The TCR revealed that various parties want the Court to reject
First Magnus' plan of liquidation, including WNS North America
Inc., WC Partner, Wells Fargo Funding Inc., Pima County, Maricopa
County, and claimants under the Worker Adjustment and Retraining
Notification.  The details of these parties' objections are found
in the TCR issued on Feb. 11, 2008.

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


FIRST FRANKLIN: Fitch Junks Ratings on Seven Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on First Franklin
2006-FFA mortgage pass-through certificates.  Downgrades total
$565 million.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

First Franklin 2006-FFA
  -- $34.9 million class A1 downgraded to 'CCC/DR2' from 'BBB-';
  -- $79.2 million class A2 downgraded to 'CCC/DR2' from 'BBB-';
  -- $256.8 million class A3 downgraded to 'BB' from 'A-'
     (BL: 59.62, LCR: 1.19);

  -- $86.7 million class A4 downgraded to 'CC/DR4' from 'BBB-';
  -- $39 million class M1 downgraded to 'C/DR6' from 'BB';
  -- $30.9 million class M2 downgraded to 'C/DR6' from 'BB-';
  -- $19.9 million class M3 downgraded to 'C/DR6' from 'B+';
  -- $17.4 million class M4 downgraded to 'C/DR6' from 'B';
  -- $17.8 million class M5 revised to 'C/DR6' from 'C/DR5';
  -- $17.4 million class M6 remains at 'C/DR6';
  -- $16.9 million class M7 remains at 'C/DR6';
  -- $14.8 million class M8 remains at 'C/DR6';
  -- $11.4 million class M9 remains at 'C/DR6';
  -- $12.3 million class B1 remains at 'C/DR6';
  -- $9.6 million class B2 remains at 'C/DR6'.

Deal Summary
  -- Originators: 100% First Franklin;
  -- 60+ day Delinquency: 10.40%;
  -- Realized Losses to date (% of Original Balance): 10.16%;
  -- Expected Remaining Losses (% of Current Balance): 50.21%;
  -- Cumulative Expected Losses (% of Original Balance): 49.52%.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.  Minimum LCR's specifically for subprime
second lien transactions are as follows: AAA: 2.00; AA: 1.75; A:
1.50; BBB: 1.20; BB 0.95; B: 0.75.


FOREST LAKE: Court-Appointed Receiver May File for Bankruptcy
-------------------------------------------------------------
Forest Lake Ford obtained from a U.S. District Court on Feb. 7,
2008, permission to file protection either under chapter 11 or 7
of the U.S. Bankruptcy Code, The Pioneer Press and Star Tribune
relate.

District Judge David Doty appointed James A. Bartholomew at
Lighthouse Management Inc. as receiver for the car dealer on
Jan. 24 2008, to manage its business and settle the dispute with
American Express Travel Related Services Co., reports say.

American Express filed a case against Forest Lake's president,
John D. Berken, demanding payment of $3.85 million for violating
credit card policy, reports reveal.  According to the reports,
American Express contests that Mr. Berken used Forest Lake's
credit card to cash out the money to repay former business
associates and creditors.

Star Tribune reports that Mr. Bartholomew supports American
Express' claims and also agrees with Mr. Berken's view that a
bankruptcy filing is "in the best interest of all parties."  The
Court, Star Tribune says, has allowed Mr. Bartholomew to file the
required documents for bankruptcy.

Forest Lake Ford -- http://forestlakeford.dealerconnection.com/--  
headquartered in Forest Lake, Minnesota, is an authorized dealer
of Ford vehicles.


FORGE ABS: Moody's Junks Seven Ratings on Eroding Credit Quality
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Forge ABS High Grade CDO I, Ltd., and left on
review for possible further downgrade ratings of two of these
classes of notes.  The notes affected by these rating action are:

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2053;

  -- Prior Rating: Aaa
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053;

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $75,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $75,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $25,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053;

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $15,750,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2053;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $10,500,000 Class D Seventh Priority Senior
Secured Deferrable Floating Rate Notes Due 2053;

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

Class Description: $18,750,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes Due 2053.

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Jan. 30, of an event of default caused by a
failure of the Class A Sequential Pay Ratio to be greater than or
equal to 100 per cent, pursuant Section 5.1(i) of the Indenture
dated April 11, 2007.

Forge ABS High Grade CDO I, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

As provided in Sections 5.2 and 5.5 of the Indenture during the
occurrence and continuance of an Event of Default, holders of
Notes may be entitled to direct the Trustee to take particular
actions with respect to the Collateral Debt Securities and the
Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1 and the Class A-2 Notes remain on review for possible
further action.


FORTUNOFF: Section 341(a) Meeting Slated for February 27
--------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of the creditors of Fortunoff Fine Jewelry and
Silverware LLC, and its debtor-affiliates at 12:00 p.m., on
Feb. 27, 2008, at the Office of the United States Trustee, 80
Broad Street, 4th Floor, in New York.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                        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 affiliates, 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/-- 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.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  When the Debtors filed for
bankruptcy, they listed assets and debts between $100 million to
$500 million.  The Debtors have until Feb. Feb. 19, 2008, to file
their schedules of assets and liabilities.  The Debtors' exclusive
period to file a plan of reorganization ends on June 3, 2008.  
(Fortunoff Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FORTUNOFF: U.S. Trustee Forms Nine-Member Creditors' Committee
--------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2,
appointed nine members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fortunoff Fine Jewelry and
Silverware LLC, and its debtor-affiliates.

The Creditors Committee members are:

     (1) RTC Properties, Inc.
         100 Central Avenue, Bldg. 30
         Kearny, NJ 07032
         Attn:  Mark H. Gildey, Counsel
         Tel No.: Phone: 973-589-0063

     (2) Arandell Corporation
         N82 W13118 Leon Road
         Menomonee Falls, WI
         Attn:  Donald Treis, CEO
         Tel No.:  262-255-4400

     (3) Martin Flyer, Inc.
         48 W. 48th Street
         New York, NY 10036
         Attn:  Gary Flyer, President
         Tel No.:  212-840-8899

     (4) Dov Schwartz, Inc.
         550 Sixth Avenue, 6th Floor
         New York, NY 10036
         Attn:  Dov Schwartz, President
         Tel No.:  212-681-8660

     (5) Agio International Co., Ltd.
         c/o Gold Associates
         271 Jalem Street, Unit G
         Woburn, MA 01801
         Attn:  Thomas R. Gold, Proxy

     (6) Croscill, Inc.
         261 Fifth Avenue
         New York, NY 10016
         Attn:  Anthony Cassella, Vice-President/CFO
         Tel No:  212-951-7457

     (7) Movado Group, Inc.
         650 From Road
         Paramus, NJ 07652
         Attn:  John Mihalio, Director of Credit
         Tel No.:  201-267-8488

     (8) Stein World LLC
         1721 Latham Street
         Memphis, TN 38106
         Attn:  Lisa Marden, Credit Manager
         Tel No.:  901-942-2441

     (9) David Fiskus & Sons LLC
         20 West 47th Street
         New York, NY 10036
         Attn:  Howard Berger, Vice-President
         Tel No.:  212-840-1044

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

                         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 affiliates, 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/-- 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.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  When the Debtors filed for
bankruptcy, they listed assets and debts between $100 million to
$500 million.  The Debtors have until Feb. Feb. 19, 2008, to file
their schedules of assets and liabilities.  The Debtors' exclusive
period to file a plan of reorganization ends on June 3, 2008.  
(Fortunoff Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FORTUNOFF: Final Hearing on Plea to Pay Insurance Set for Feb. 28
-----------------------------------------------------------------
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:

    -- maintain their existing insurance policies and pay all
       related premiums and brokers' fees; and

    -- continue their insurance premium financing programs and
       pay all related obligations.

According to Sally McDonald Henry, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in New York, the Debtors maintain various
insurance policies, which include workers' compensation claims,
automobile claims and jewelers block claims.  Ms. Henry notes
that the third-party claims that are covered by the Insurance
Policies are neither unusual in amount or number, in relation to
the extent of the business operations conducted by the Debtors.

Ms. Henry tells the Court that maintaining the Debtors' insurance
policies is essential to the continued operation of the Debtors'
businesses and is required under the United States Trustee's
Operating Guidelines for Chapter 11 Cases.

Ms. Henry notes that the Debtors have been represented in their
negotiations with their various insurance underwriters by Marsh
USA Inc.  She says that the employment of Marsh has allowed the
Debtors to obtain the insurance coverage necessary to operate
their businesses in a reasonable and prudent manner and to
realize considerable savings in the procurement of policies.

The Debtors finance the payment of premiums on commercial
property insurance policies, through AFCO Premium Credit LLC,
Ms. Henry says.  She reveals that the terms of financing provide
that the Debtors pay AFCO an initial down payment, followed by
monthly installments, in exchange for AFCO's agreement to the pay
the full annual insurance premium, in advance, to the Debtors'
various insurers.

Ms. Henry tells the Court that the Debtors' insurance premiums
are financed under a commercial premium finance agreement.  The
total premiums under the policies subject to the Financing
Agreement with AFCO is $1,160,256.  Ms. Henry says that the
Debtors made a down payment of $464,102 and, after assessment of
a $15,373 finance charge, financed a total of $696,154.  The
Financing Agreement requires seven monthly payments to AFCO, each
for $101,646, with the first installment due on Feb. 29, 2008, Ms.
Henry informs the Court.  She notes that as of the bankruptcy
filing, the Debtors have not made any monthly installment
payments.

                          *     *     *

Judge James M. Peck granted the Debtors' request on an interim
basis.  He authorized the Debtors to:

   -- continue their Insurance Policies and to pay the premiums
      and related charges arising under or in connection with the
      Insurance Polices as premiums and charges become due;

   -- pay brokerage fees arising under or in connection with the
      Insurance Policies as they become due, including brokerage
      fees attributable to prepetition periods;

   -- continue, in the ordinary course of business, their
      insurance premium financing programs;

   -- renew or enter into new financing arrangements as may be
      required as the annual terms of existing arrangements
      expire, without further order of the Court; and

   -- pay their regular monthly installment payments under the
      Financing Agreement as they become due in the ordinary
      course of business.

A final hearing 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 affiliates, 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/-- 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.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  When the Debtors filed for
bankruptcy, they listed assets and debts between $100 million to
$500 million.  The Debtors have until Feb. Feb. 19, 2008, to file
their schedules of assets and liabilities.  The Debtors' exclusive
period to file a plan of reorganization ends on June 3, 2008.  
(Fortunoff Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FREESCALE SEMICONDUCTOR: Chief Executive Michel Meyer to Step Down
------------------------------------------------------------------
Freescale Semiconductor disclosed that Michel Mayer, chairman and
chief executive officer, has decided to step down.  The company
and its board of directors have initiated a search for a new chief
executive officer.  Mr. Mayer will continue in his current role
until a successor has been identified and will remain chairman of
the board until the transition is effective.

Mr. Mayer joined Freescale in May, 2004 and led the company
through its transition from a semiconductor division of Motorola
to a public company after an initial public offering in July 2004.

“The Freescale team executed well over the last four years,"
Michel Mayer said.  "Following a successful IPO, we dramatically
improved the operating profitability of the company and
strengthened the leadership team.”

“One year into a successful LBO, the time is right for me and my
family to take some time off before exploring new challenges. The
company is well positioned to continue its transformation,” Mr.
Mayer added.

“On behalf of the Board of Directors, I thank [Mr. Mayer] for his
leadership, contributions and stewardship of the company,” Daniel
F. Akerson, director of Freescale Semiconductor and managing
director of The Carlyle Group, said.  “With [Mr. Mayer] at the
helm and in conjunction with the senior leadership team, Freescale
was able to successfully transition from a public to private
company at a challenging time in the industry."

"Freescale is in a strong position today and we are confident it
will continue to strengthen going forward," Mr. Akerson continued.  
"We will work closely with Michel and the senior management team
to ensure a smooth transition.”

                   About Freescale Semiconductor

Headquartered in Austin, Texas, Freescale Semiconductor Inc.
(NYSE:FSL) -- http://www.freescale.com/-- designs and  
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  It offers families
of embedded processors that include microcontrollers, digital
signal and communications processors.  It also offers a portfolio
of complementary devices that facilitate connectivity between
products, across networks and to real-world signals, such as
sound, vibration and pressure.  Its complementary products include
sensors, radio frequency semiconductors, power management and
other analog and mixed-signal integrated circuits.  It has three
business groups: transportation and standard products group,
networking and computing systems group, and wireless and mobile
solutions group.  In December 2006, the company completed its
merger with an entity controlled by a consortium of private equity
funds led by The Blackstone Group, including The Carlyle Group,
funds advised by Permira Advisers LLC and Texas Pacific Group.


FREESCALE SEMICONDUCTOR: Moody's Rating Unmoved by CEO's Stepdown
-----------------------------------------------------------------
Moody's commented that Freescale Semiconductor, Inc.'s ratings
(corporate family rating of B1) and negative ratings outlook will
not be impacted by the company's announcement that its Chairman
and CEO, Michel Mayer has decided to step down.  The company
announced that Mr. Mayer will remain in his current role until the
company and board of directors have completed their search for a
new CEO.

In December 2007, Moody's downgraded Freescale's corporate family
and long-term debt ratings and maintained the negative ratings
outlook, which was revised from stable in May 2007.  The downgrade
reflected Freescale's weakened credit profile evidenced by
continued high financial leverage, reduced capacity utilization
levels and lower earnings prospects over the near term.  In
addition to continued expected weakness in the company's wireless
segment, Moody's remains concerned about moderating demand in its
networking segment, especially in light of Cisco's (A1/Positive)
announcement regarding lower growth prospects for 2008, as well as
the company's exposure to the automotive segment, which is
experiencing a slowdown in consumer spending in the current weak
macro-environment.

While management turnover is a concern, Moody's does not believe
this will have any immediate impact on the company's credit
quality.  Moody's notes that Freescale has undergone key
management changes recently, with the former head of its troubled
wireless unit (formerly Wireless and Mobile Systems Group)
transitioning to the role of Chief Development Officer and the
appointment of a new Head of Sales & Marketing.

Although it appears to be voluntary, the departure of its CEO
coincides with Freescale's weak operating performance during 2007.     
Moody's believes product development strategy, execution quality
and management stability are key rating factors in the
semiconductor industry, given the highly competitive nature of the
industry and the execution intensity of the business, which
requires the ability to make key long-term strategic R&D
investments to pursue new product opportunities plus an in-depth
understanding of industry dynamics accumulated over a longer
period of time.

Moody's will monitor Freescale's performance closely while it
conducts its search for a new CEO.  Signs of further management
upheaval or that the management team is becoming distracted,
prompting a more pronounced weakness in operating performance,
could have a negative impact on the ratings.  Given that the
company is privately owned, Moody's anticipates the search to be
concluded expeditiously.  Once the new CEO is in place, Moody's
will monitor any changes in the company's strategies, financial
policies and operating results.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended Dec. 31, 2007 were $5.7 billion.


GAMESTOP CORP: Board Approves Up to $130 Mil. Bond Buyback Program
------------------------------------------------------------------
GameStop Corp.'s board of directors authorized the buyback of up
to $130 million of the company’s senior notes.

“We are pleased that the board has authorized this program as our
debt represents a very attractive investment opportunity,” Richard
Fontaine, chairman and chief executive officer, indicated.  “Our
strong cash flow gives GameStop the ability to paydown debt even
as we continue to aggressively expand our business worldwide.”

Under the program, GameStop may purchase debt from time to time in
compliance with SEC regulations and other legal requirements, and
subject to market conditions and other factors.  The repurchase
program does not hold any specific limitations and may be
suspended or terminated at any time.

                          About GameStop

Headquartered in Grapevine, Texas, GameStop Corp. (NYSE:GME) --  
http://www.gamestop.com/-- is a retailer of video game products  
and personal computers entertainment software.  The company sells
new and used video game hardware, video game software and
accessories, as well as PC entertainment software, and related
accessories and other merchandise.  As of Feb. 3, 2007, GameStop
operated 4,778 stores in the United States, Canada, Australia and
Europe, primarily under the names GameStop and EB Games.  It also
operates electronic commerce Websites under the names gamestop.com
and ebgames.com, and publishes Game Informer, a multi-platform
video game magazine in the United States, with approximately
2.7 million subscribers.


GAMESTOP CORP: S&P Assigns Positive Outlook; Keeps BB Corp. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Grapevine, Texas-based GameStop Corp. to positive from stable.  At
the same time, S&P affirmed all other ratings, including the 'BB'
corporate credit rating.
     
The outlook revision reflects the announcement of authorization to
repurchase $130 million of the senior notes coupled with solid
results for the fourth quarter of 2007.
      
"The outlook is positive as we expect the company to maintain
solid growth, although it will be somewhat tempered by the weak
economic environment," said Standard & Poor's credit analyst David
Kuntz, "and GameStop may use its good cash flow for further debt
repayment."


GENERAL MOTORS: Paying $0.25 First Quarter Dividend on March 10
---------------------------------------------------------------
General Motors Corp. disclosed a first-quarter dividend of $0.25
per share on GM common stock.  The dividend is payable March 10,
2008, to holders of record as of Feb. 15, 2008.  The dividend is
unchanged from the previous quarter.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GENERAL MOTORS: Invests $69 Million in Ohio Diesel Engine Plant
---------------------------------------------------------------
General Motors Corp. disclosed an investment of $69 million in its
DMAX plant in Moraine to manufacture a new Duramax 6.6-liter V-8
turbo diesel engine that will meet stringent emissions standards
in 2010.  DMAX Limited is a joint venture between GM and Isuzu
Motors Limited and was established as a diesel engine company in
1998.

The investment includes renovations to the plant, new machinery
and tooling to support manufacturing of the new diesel engine.  
Renovations are expected to begin immediately. As a result of the
investment, the DMAX plant will retain over 1,000 jobs.

"GM is committed to continuing to reduce fuel consumption and
emissions across its portfolio and around the world," John
Buttermore, GM Powertrain vice president of global manufacturing,
said.  "The 2010 Duramax diesel is an integral part of that
transformation, as well as a component of GM's strategy to
diversify vehicle energy sources.  This new investment
demonstrates GM's commitment to continue to invest in technologies
that reduce the impact of our vehicles on the environment, while
maintaining performance attributes required by customers in the
areas of towing and hauling loads."

The announcement brings GM's total investment in the State of Ohio
to more than $1 billion over the last two years.

"Our investment in the DMAX joint venture is a significant vote of
confidence in our employees and IUE-CWA Local 797, who have
demonstrated their commitment and dedication to benchmark
performance in safety, quality and efficiency required in today's
competitive business climate," Mr. Buttermore continued.  "This
joint venture is a great example of what can be achieved with a
successful global partnership and I extend my appreciation to the
leadership of Isuzu for their commitment to the success of this
operation."

Mr. Buttermore also thanked Ohio's leaders on the federal, state,
county and local levels, including Ohio Governor Ted Strickland,
Lt. Governor Lee Fisher and the Ohio Department of Development,
Montgomery County Board of Commissioners and Moraine Mayor Leonard
Johnson, for providing the business case to support GM's
investments in Ohio.

"General Motors' continuing investment in its Ohio manufacturing
base demonstrates the strength of our partnership and Ohio's
competitive business climate," Ohio Governor Ted Strickland said.  
"I commend GM for investing in our state and the technologies that
put Ohio at the forefront of clean vehicle manufacturing."

The 2010 model year 6.6-liter V-8 Duramax diesel will use a
selective catalytic reduction NOx after-treatment system with a
diesel particulate filter to help achieve the 2010 Tier 2 Bin 5
and LEV 2 emissions standards, and it will be compliant in all 50
states.

GM first introduced the Duramax diesel in the U.S. in the 2001
model year, and since then customer enthusiasm for this heavy-duty
diesel has been outstanding.  In fact, GM's heavy-duty pickup
truck market share has jumped nearly tenfold in the seven years
that Duramax engines have been offered.

In the DMAX joint venture with Isuzu Motors Ltd., GM owns 60% and
Isuzu 40%.  The 584,000-square foot DMAX plant employs 1,195
hourly and salaried employees with annual production near 200,000
engines.  Hourly employees are represented by the IUE-CWA Local
797.  In April 2007, DMAX produced its one millionth Duramax
diesel engine.

                             About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


HARRAH'S ENT: Issues $6.3 Billion Aggregate Senior Secured Notes
----------------------------------------------------------------
Harrah's Entertainment Inc., in a regulatory filing dated Feb. 1,
2008, disclosed that its wholly owned subsidiary, Harrah's
Operating Company Inc., issued $4,932,417,000 aggregate principal
amount of 10.5% senior cash pay notes due 2016 and $1,402,583,000
aggregate principal amount of 10.5%/11.5% senior toggle notes due
2018.

The notes mature on Feb. 1, 2016, and Feb. 1, 2018, respectively,
pursuant to an indenture, dated Feb. 1, 2008, between the company,
the Guarantors and U.S. Bank National Association, as trustee.  
The notes are guaranteed by Harrah's Entertainment Inc. and each
wholly owned domestic subsidiary of the company that pledges its
assets to secure the company's new senior secured credit
facilities.

The company may redeem the notes, in whole or part, at any time
prior to Feb. 1, 2012 with respect to the senior cash pay notes,
and Feb. 1, 2013, with respect to the senior toggle notes at a
price equal to 100% of the principal amount of the notes redeemed
plus accrued and unpaid interest to the redemption date and a
"make-whole premium."  The company may redeem the notes, in whole
or in part, on or after Feb. 1, 2012, with respect to the senior
cash pay notes, and Feb. 1, 2013, with respect to the senior
toggle notes at the redemption prices set forth in the Indenture.

At any time before Feb. 1, 2011, the company may choose to redeem
up to 35% of the principal amount of each of the senior cash pay
notes and the senior toggle notes at a redemption price equal to
110.75% of the face amount thereof with the net proceeds of one or
more equity offerings so long as at least 50% of the aggregate
principal amount of the notes at maturity issued of the applicable
series remains outstanding afterwards.

The Indenture contains restrictive covenants relative to, among
other things, the incurrence of additional debt, the issuance of  
certain preferred shares, and the payment of dividends or other
distributions in respect of its capital stock.

                  Registration Rights Agreement

On Feb. 1, 2008, Harrah's Operating Company Inc. entered into a
registration rights agreement with Citigroup Global Markets Inc.,
Banc of America Securities LLC, Credit Suisse Securities (USA)
LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated as
representatives of Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co. Inc.,
Goldman, Sachs & Co., Morgan Stanley & Co. (the "Initial
Purchasers") in connection with the notes, pursuant to the
Indenture.

Subject to the terms of the Registration Rights Agreement, the
company will use its commercially reasonable efforts to register
with the SEC exchange notes having substantially identical terms
as the notes described above and to exchange freely tradable
exchange notes for the notes described above within 365 days after
the issue date of the notes described above (the "effectiveness
target date").  The company will use its commercially reasonable
efforts to cause each exchange offer to be completed or, if
required, to have one or more shelf registration statements
declared effective, within 30 business days after the
effectiveness target date.

A full-text copy of the Indenture, dated as of Feb. 1, 2008, by  
and among the company, the Guarantors and U.S. Bank National
Association, as trustee, is available for free at:

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

A full-text copy of the Registration Rights Agreement, dated as of
Feb. 1,2008, is available for free at:

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

                  About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- through its wholly  
owned subsidiary Harrah's Operating Company Inc., provides branded
casino entertainment.  Since its beginning in Reno, Nevada 70
years ago, Harrah's has grown through development of new
properties, expansions and acquisitions, and now owns or manages
casinos on four continents.  The company's properties operate
primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand
names; Harrah's also owns the London Clubs International family of
casinos.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment Inc. and its wholly owned subsidiary, Harrah's
Operating Co. Inc.  The corporate credit rating on each entity was
lowered to 'B+' from 'BB'.  In addition, S&P's senior unsecured
and subordinated debt ratings on approximately $4.6 billion of
existing notes, which will be rolled over as part of the
transaction, were both lowered to 'B-', from 'BB' and 'B+'.  The
ratings were removed from CreditWatch, where they were placed with
negative implications on Oct. 2, 2006.  The rating outlook is
stable.


HARRY & DAVID: Earns $65.9 Million in Fiscal 2008 Second Quarter
----------------------------------------------------------------
Harry & David Holdings Inc. disclosed Thursday financial results
for its second fiscal quarter ended Dec. 29, 2007.  All results
reflect results of continuing operations as the company sold its
Jackson & Perkins business in April 2007.

Net income for the second quarter of 2008 was $65.9 million,
reflecting an effective tax rate of 36.5%, compared to net income
of $61.7 million, reflecting an effective tax rate of 39.2%,
reported in the same period last year.

Net sales for the thirteen-week period ended Dec. 29, 2007, were
$364.0 million, an increase of $1.4 million, or 0.4%, from the
thirteen-week period ended Dec. 30, 2006.  The year-over-year
increase was primarily due to earlier Fruit-of-the-Month Club(R)
product shipments in the company's direct marketing segment in
this fiscal year, offset by a slight decrease in the company's
stores segment due to decreased comparable store sales.

For the second quarter of fiscal 2008, EBITDA from continuing
operations was $115.2 million, compared to $113.8 million in the
same period last year.  Pre-tax income from continuing operations
for the second quarter of fiscal 2008 was $103.8 million, compared
to $101.5 million reported in the same period last year.  The
increases were due to improved gross profit and gross margin,
offset by slightly higher selling, general and administrative
costs.

Net sales for the twenty-six week period ended Dec. 29, 2007, were
$419.4 million, a decrease of $5.4 million, or 1.3%, from fiscal
2007 to fiscal 2008.  Net sales decreased $2.2 million, or 0.5%,
from fiscal 2007 to fiscal 2008, normalized for a twenty-six week
period.

EBITDA from continuing operations for the twenty-six week period
ended Dec. 29, 2007, was $100.5, a decrease of $17.7 million from
prior year.  The decrease was primarily due to the prior year
pension curtailment gain, which resulted in a $15.8 million non-
cash benefit to EBITDA in the first quarter of fiscal 2007, and to
a lesser extent, due to higher selling, general and administrative
expenses.  Excluding the pension curtailment gain, EBITDA was
$1.9 million lower than last year.

Pre-tax income from continuing operations for the twenty-six week
period ended Dec. 29, 2007, was $78.4 million, compared to
$94.2 million in the twenty-seven week period ended Dec. 30, 2006.
Net income from continuing operations for the year-to-date period
in fiscal 2008 was $49.9 million, compared to net income of
$57.2 million reported in the twenty-seven week period in fiscal
2007.

"We are pleased to report that in the face of a challenging
economic environment, we were able to offset modest volume
decreases with production efficiencies and effective markdown
management," said Bill Williams, president and chief executive
officer.  "This quarter's results demonstrated the strength of the
Harry and David brand and the positive impact of our strategies."

Gross profit margin was 54.0% in the second quarter of fiscal 2008
compared to 53.3% in the same period last year.  The margin
increase was driven by increased production efficiencies and
modest price increases.

For the second quarter of fiscal 2008, selling, general and
administrative expenses increased to $86.7 million from
$84.3 million in the same period last fiscal year.  The rate to
sales increased slightly to 23.8% from 23.2% in the prior year.

                 Liquidity and Capital Resources

At Dec. 29, 2007, the company had cash and cash equivalents of
$179.8 million.  Total available borrowings under the company's
revolving credit facility at Dec. 29, 2007, were approximately
$59.8 million.

                          Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$489.0 million in total assets, $435.3 million in total
liabilities, and $53.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 29, 2007, are available for
free at http://researcharchives.com/t/s?27e7

                       About Harry & David

Headquartered in Medford, Oregon, Harry & David Holdings, Inc.,
headquartered in Medford, Oregon, is a multi-channel specialty
retailer and producer of branded premium gift-quality fruit and
gourmet food products and gifts marketed under the Harry and
David(R) brand.

                          *     *     *

To date, Harry & David Holdings Inc. still carries Moody's
Investors Service's B2 corporate family and B3 senior unsecured
debt ratings.  Outlook is Stable.


HCA INC: Dec. 31, 2007 Balance Sheet Upside Down by $10.5 Billion
-----------------------------------------------------------------
HCA Inc. reported total assets of $24.0 billion and total
liabilities of $34.5 billion as of Dec. 31, 2007, resulting to a
deficit of $10.5 billion.

Revenues for the 2007 ended Dec. 31, 2007 totaled $6.9 billion,
compared to $6.5 billion in the fourth quarter of 2006.  Net
income for the fourth quarter of 2007 totaled $278.0 million,
compared to $122.0 million in the prior year's fourth quarter.
Results for the fourth quarter of 2007 include gains on sales of
facilities of $139.0 million and gains on investments of
$2.0 million.

Revenues for the year ended Dec. 31, 2007 increased 5.4 percent to
$26.9 billion compared to $25.5 billion in 2006.  Net income
totaled $0.9 billion for 2007 compared to $1.0 billion for 2006.   
The 2007 results include gains on investments of $8 million, gains
on sales of facilities of $471 million and an impairment of long-
lived assets of $24 million.

"We were pleased with the 2007 results for the company," stated
Jack O. Bovender, Jr., HCA's chairman and chief executive officer,
said.  "Our dedication to the communities we serve, physicians and
patients remains our top priority as we begin a new year."

The provision for doubtful accounts increased to $912.0 million,
or 13.2 percent of revenues, in the fourth quarter of 2007 from
$710.0 million, or 10.9 percent of revenues, in the fourth quarter
of 2006.  At Dec. 31, 2007, the company's allowance for doubtful
accounts represented approximately 89 percent of the $4.8 billion
patient due accounts receivable balance.  At Dec. 31, 2006, the
allowance for doubtful accounts was approximately 86 percent of
the $3.9 billion patient due accounts receivable balance.

Interest expense increased to $541.0 million in the fourth quarter
of 2007, compared to $373.0 million in the same period of 2006,
due primarily to the increased debt incurred to complete the
November 2006 recapitalization.

During November 2006, the company's shareholders approved a merger
with an acquiring consortium led by Bain Capital, Kohlberg Kravis
Roberts & Co. and Merrill Lynch Global Private Equity, along with
HCA founder, Dr. Thomas F. Frist, Jr. and certain members of his
family and HCA management in which a cash payment of $51.00 per
share was made for each share of HCA common stock held.  The
merger was accounted for as a recapitalization transaction.

The company also commenced a cash tender offer to purchase up to
$500 million of aggregate principal amount of certain series of
its outstanding debt securities.  The company expects the
completion of the tender offer will reduce its interest expense.   
The company intends to finance the purchase of the debt with
borrowings under its revolving credit facilities.  During the
fourth quarter of 2007, the application of proceeds from asset
sales contributed to a net reduction of $150 million in borrowings
under the revolving credit facilities.

                            About HCA

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 to
date.


HINES HORTICULTURE: S&P Withdraws 'CCC+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit rating and other ratings on Hines Horticulture Inc. and its
wholly-owned subsidiary, Hines Nurseries Inc., at the company's
request.  On Feb. 7, 2008, Hines Horticulture filed a Form 15-15D
terminating the registration of its $175 million 10.25% senior
notes due 2011 and related guarantees.

At the same time the company also filed a Form 15-12G terminating
the registration of the company's common stock.


HOLLEY PERFORMANCE: Files Prepackaged Ch. 11 Petition in Delaware
-----------------------------------------------------------------
Holley Performance Products Inc. commenced a prepackaged chapter
11 bankruptcy proceeding before the U.S. Bankruptcy Court for the
District of Delaware on Feb. 11, 2008.

According to an affidavit filed by Chief Financial Officer Thomas
W. Tomlinson, Holley's efforts to expand operations in 1990
collapsed and resulted in the piling of its debt, The Associated
Press and Bloomberg report.

Reports say that in 2007, Holley negotiated the terms of its
obligations under a 12.5% note.  At that time, major shareholder,
Kohlberg & Co. LLC, ended its financial support to repay the
Debtor's interest, reports relate.

Holley's documents filed with the Court disclose that as of
Jan. 28, 2008, the Debtor had assets of $106 million and debts of
$243 million, $40 million of which is owed to Wells Fargo Foothill
Inc.

                      Plan of Reorganization

Holley is requesting the Court to conduct a hearing on March 19,
2008, to consider the approval of its chapter 11 plan of
reorganization, AP says, citing court documents.  The company's
plan contemplates on swapping bank debt for equity and paying
trade lenders and general unsecured lenders in full, AP reveals.

The plan, according to AP, also offers 90% ownership in the
company's stock to holders of 12.5% second-lien secured notes due
2009 with an aggregate amount of $146 million.  Second-lien
noteholders will also receive $50 million worth of newly issued
notes under the plan, AP adds.

Meanwhile, the plan will grant bondholders either $100 cash for
every $1,000 worth of bonds, or warrants to buy equity in the
reorganized company, AP reports.

The Debtor intends to ask for the Court's permission to ink an
exit financing with banks at $35 million, AP says, citing court
documents.

Mr. Tomlinson told Bloomberg through a telephone interview that
Holley's debt will be reduced by $100 million under the plan.

                     About Holley Performance

Bowling Green, Kentucky-based Holley Performance Products Inc. --
http://www.holley.com/-- was was founded in 1903 by brothers  
George and Earl Holley.  It currently employs 390 workers in
Kentucky, California and Mississippi.  It is the parent company of
various companies offering the Holley brands, including Hooker,
FlowTech and Nitrous Oxide Systems.  Holley carburetors power
every NASCAR(R) Sprint(R) Cup team and every NHRA(R) Pro-Stock
champion.  The Holley line also includes performance fuel pumps,
fuel injection, intake manifolds, cylinder heads & engine dress-up
products for street performance, race and marine applications.


HOLLEY PERFORMANCE: Case Summary & 100 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Holley Performance Products, Inc.
        1801 Russellville Road
        Bowling Green, KY 42101

Bankruptcy Case No.: 08-10256

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        K.H.P.P. Holdings, Inc.                    08-10257
        Holley Performance Systems, Inc.           08-10258
        Nitrous Oxide Systems, Inc.                08-10259
        Weiand Automotive Industries, Inc.         08-10260

Type of Business: The Debtors make high-octane aftermarket
                  automotive components, including performance
                  carburetors, exhaust parts, fuel pumps,
                  camshafts, intake manifolds, and superchargers.  
                  See http://www.holley.com

Chapter 11 Petition Date: February 11, 2008

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Evelyn J. Meltzer, Esq.
                  David B. Stratton, Esq.
                  Pepper Hamilton, L.L.P.
                  Hercules Plaza
                  Suite 5100, 1313 North Market Street
                  Wilmington, DE 19899
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390

Holley Performance Products, Inc's Financial Condition as of
January 28, 2008:

Total Assets: $106,000,000

Total Debts:  $243,000,000

A. Holley Performance Products, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Indenture        bond indenture        $145,829,000
Trustee for the 12.5% Senior
Second Lien Secured Notes
due 2009
Attention: Timothy Sandell
Mail Code E.P.-M.N.-W.S.3C.
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3959
Fax: (651) 495-8100

Kohlberg & Co.                 contract claim        $5,000,000
Attention:
Christopher Lacovara
111 Radio Circle
Mount Kisco, NY 10549
Tel: (914) 241-7430
Fax: (914) 241-7476

Deutsche Bank, as Indenture    bond indenture        $4,171,000
Trustee, for the 12.25% Senior
Notes due 2007
Attention: Jeff Powell
22 South Riverside Plaza,
25th Floor
Chicago Illinois, 60606-5808
Tel: (312) 537-1034
Fax: (312) 537-1009

A.B.C.O. Die Casters           trade claim           $441,000
Attention: Joe Vitollo
39 Tompkins Point Road
Newark, NJ 07114
Tel: (973) 624-7030
Fax: (973) 624-7425

Electrocraft Arkansas, Inc.    trade claim           $303,000
Attention: Deanna Webb
D.M.I. Arkansas
P.O. Box 90499
Chicago, IL 60693
Tel: (501) 268-4203
Fax: (501) 268-4013

Freeborn & Peters, L.L.P.      contract claim        $292,000
Attention: Richard Traub
311 South Wacker Drive
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

C.X.O., L.L.C.                 contract claim        $239,000

The D.E.C.C. Co., Inc.         trade claim           $233,000

The Troxel Co., Inc.           trade claim           $210,000

B.R.P. U.S., Inc.              trade claim           $203,000

Buddy Bar Casting Corp.        trade claim           $194,000

Valley Packaging Corp.         trade claim           $170,000

Martin Machine Works, Inc.     trade claim           $160,000

Hydraforce, Inc.               trade claim           $140,000

Las Cruces Machine &           trade claim           $128,000
Manufacturing Co.

Electro-Dyn Electronics, Inc.  trade claim           $109,000

Philmo, Inc.                   trade claim           $96,000

Standard Motor Products, Inc.  trade claim           $89,000

Kurt Manufacturing, Inc.       trade claim           $89,000

T.I. Group Auto Sys            trade claim           $87,000

B. K.H.P.P. Holdings, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Indenture        bond indenture        $145,829,000
Trustee for the 12.5% Senior
Second Lien Secured Notes
due 2009
Attention: Timothy Sandell
Mail Code E.P.-M.N.-W.S.3C.
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3959
Fax: (651) 495-8100

Kohlberg & Co.                 contract claim        $5,000,000
Attention:
Christopher Lacovara
111 Radio Circle
Mount Kisco, NY 10549
Tel: (914) 241-7430
Fax: (914) 241-7476

Deutsche Bank, as Indenture    bond indenture        $4,171,000
Trustee, for the 12.25% Senior
Notes due 2007
Attention: Jeff Powell
22 South Riverside Plaza,
25th Floor
Chicago Illinois, 60606-5808
Tel: (312) 537-1034
Fax: (312) 537-1009

A.B.C.O. Die Casters           trade claim           $441,000
Attention: Joe Vitollo
39 Tompkins Point Road
Newark, NJ 07114
Tel: (973) 624-7030
Fax: (973) 624-7425

Electrocraft Arkansas, Inc.    trade claim           $303,000
Attention: Deanna Webb
D.M.I. Arkansas
P.O. Box 90499
Chicago, IL 60693
Tel: (501) 268-4203
Fax: (501) 268-4013

Freeborn & Peters, L.L.P.      contract claim        $292,000
Attention: Richard Traub
311 South Wacker Drive
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

C.X.O., L.L.C.                 contract claim        $239,000

The D.E.C.C. Co., Inc.         trade claim           $233,000

The Troxel Co., Inc.           trade claim           $210,000

B.R.P. U.S., Inc.              trade claim           $203,000

Buddy Bar Casting Corp.        trade claim           $194,000

Valley Packaging Corp.         trade claim           $170,000

Martin Machine Works, Inc.     trade claim           $160,000

Hydraforce, Inc.               trade claim           $140,000

Las Cruces Machine &           trade claim           $128,000
Manufacturing Co.

Electro-Dyn Electronics, Inc.  trade claim           $109,000

Philmo, Inc.                   trade claim           $96,000

Standard Motor Products, Inc.  trade claim           $89,000

Kurt Manufacturing, Inc.       trade claim           $89,000

T.I. Group Auto Sys            trade claim           $87,000

C. Holley Performance Systems, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Indenture        bond indenture        $145,829,000
Trustee for the 12.5% Senior
Second Lien Secured Notes
due 2009
Attention: Timothy Sandell
Mail Code E.P.-M.N.-W.S.3C.
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3959
Fax: (651) 495-8100

Kohlberg & Co.                 contract claim        $5,000,000
Attention:
Christopher Lacovara
111 Radio Circle
Mount Kisco, NY 10549
Tel: (914) 241-7430
Fax: (914) 241-7476

Deutsche Bank, as Indenture    bond indenture        $4,171,000
Trustee, for the 12.25% Senior
Notes due 2007
Attention: Jeff Powell
22 South Riverside Plaza,
25th Floor
Chicago Illinois, 60606-5808
Tel: (312) 537-1034
Fax: (312) 537-1009

A.B.C.O. Die Casters           trade claim           $441,000
Attention: Joe Vitollo
39 Tompkins Point Road
Newark, NJ 07114
Tel: (973) 624-7030
Fax: (973) 624-7425

Electrocraft Arkansas, Inc.    trade claim           $303,000
Attention: Deanna Webb
D.M.I. Arkansas
P.O. Box 90499
Chicago, IL 60693
Tel: (501) 268-4203
Fax: (501) 268-4013

Freeborn & Peters, L.L.P.      contract claim        $292,000
Attention: Richard Traub
311 South Wacker Drive
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

C.X.O., L.L.C.                 contract claim        $239,000

The D.E.C.C. Co., Inc.         trade claim           $233,000

The Troxel Co., Inc.           trade claim           $210,000

B.R.P. U.S., Inc.              trade claim           $203,000

Buddy Bar Casting Corp.        trade claim           $194,000

Valley Packaging Corp.         trade claim           $170,000

Martin Machine Works, Inc.     trade claim           $160,000

Hydraforce, Inc.               trade claim           $140,000

Las Cruces Machine &           trade claim           $128,000
Manufacturing Co.

Electro-Dyn Electronics, Inc.  trade claim           $109,000

Philmo, Inc.                   trade claim           $96,000

Standard Motor Products, Inc.  trade claim           $89,000

Kurt Manufacturing, Inc.       trade claim           $89,000

T.I. Group Auto Sys            trade claim           $87,000

D. Nitrous Oxide Systems, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Indenture        bond indenture        $145,829,000
Trustee for the 12.5% Senior
Second Lien Secured Notes
due 2009
Attention: Timothy Sandell
Mail Code E.P.-M.N.-W.S.3C.
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3959
Fax: (651) 495-8100

Kohlberg & Co.                 contract claim        $5,000,000
Attention:
Christopher Lacovara
111 Radio Circle
Mount Kisco, NY 10549
Tel: (914) 241-7430
Fax: (914) 241-7476

Deutsche Bank, as Indenture    bond indenture        $4,171,000
Trustee, for the 12.25% Senior
Notes due 2007
Attention: Jeff Powell
22 South Riverside Plaza,
25th Floor
Chicago Illinois, 60606-5808
Tel: (312) 537-1034
Fax: (312) 537-1009

A.B.C.O. Die Casters           trade claim           $441,000
Attention: Joe Vitollo
39 Tompkins Point Road
Newark, NJ 07114
Tel: (973) 624-7030
Fax: (973) 624-7425

Electrocraft Arkansas, Inc.    trade claim           $303,000
Attention: Deanna Webb
D.M.I. Arkansas
P.O. Box 90499
Chicago, IL 60693
Tel: (501) 268-4203
Fax: (501) 268-4013

Freeborn & Peters, L.L.P.      contract claim        $292,000
Attention: Richard Traub
311 South Wacker Drive
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

C.X.O., L.L.C.                 contract claim        $239,000

The D.E.C.C. Co., Inc.         trade claim           $233,000

The Troxel Co., Inc.           trade claim           $210,000

B.R.P. U.S., Inc.              trade claim           $203,000

Buddy Bar Casting Corp.        trade claim           $194,000

Valley Packaging Corp.         trade claim           $170,000

Martin Machine Works, Inc.     trade claim           $160,000

Hydraforce, Inc.               trade claim           $140,000

Las Cruces Machine &           trade claim           $128,000
Manufacturing Co.

Electro-Dyn Electronics, Inc.  trade claim           $109,000

Philmo, Inc.                   trade claim           $96,000

Standard Motor Products, Inc.  trade claim           $89,000

Kurt Manufacturing, Inc.       trade claim           $89,000

T.I. Group Auto Sys            trade claim           $87,000

E. Weiand Automotive Industries, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Indenture        bond indenture        $145,829,000
Trustee for the 12.5% Senior
Second Lien Secured Notes
due 2009
Attention: Timothy Sandell
Mail Code E.P.-M.N.-W.S.3C.
60 Livingston Avenue
St. Paul, MN 55107
Tel: (651) 495-3959
Fax: (651) 495-8100

Kohlberg & Co.                 contract claim        $5,000,000
Attention:
Christopher Lacovara
111 Radio Circle
Mount Kisco, NY 10549
Tel: (914) 241-7430
Fax: (914) 241-7476

Deutsche Bank, as Indenture    bond indenture        $4,171,000
Trustee, for the 12.25% Senior
Notes due 2007
Attention: Jeff Powell
22 South Riverside Plaza,
25th Floor
Chicago Illinois, 60606-5808
Tel: (312) 537-1034
Fax: (312) 537-1009

A.B.C.O. Die Casters           trade claim           $441,000
Attention: Joe Vitollo
39 Tompkins Point Road
Newark, NJ 07114
Tel: (973) 624-7030
Fax: (973) 624-7425

Electrocraft Arkansas, Inc.    trade claim           $303,000
Attention: Deanna Webb
D.M.I. Arkansas
P.O. Box 90499
Chicago, IL 60693
Tel: (501) 268-4203
Fax: (501) 268-4013

Freeborn & Peters, L.L.P.      contract claim        $292,000
Attention: Richard Traub
311 South Wacker Drive
Chicago, IL 60606-6677
Tel: (312) 360-6000
Fax: (312) 360-6520

C.X.O., L.L.C.                 contract claim        $239,000

The D.E.C.C. Co., Inc.         trade claim           $233,000

The Troxel Co., Inc.           trade claim           $210,000

B.R.P. U.S., Inc.              trade claim           $203,000

Buddy Bar Casting Corp.        trade claim           $194,000

Valley Packaging Corp.         trade claim           $170,000

Martin Machine Works, Inc.     trade claim           $160,000

Hydraforce, Inc.               trade claim           $140,000

Las Cruces Machine &           trade claim           $128,000
Manufacturing Co.

Electro-Dyn Electronics, Inc.  trade claim           $109,000

Philmo, Inc.                   trade claim           $96,000

Standard Motor Products, Inc.  trade claim           $89,000

Kurt Manufacturing, Inc.       trade claim           $89,000

T.I. Group Auto Sys            trade claim           $87,000


IDR INVESTMENT: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: I.D.R. Investment Plan, L.L.C.
        fdba I.D.O. Investment Plan, L.L.C.
        51 East 400 North Building 1
        Cedar City, UT 84720

Bankruptcy Case No.: 08-20671

Chapter 11 Petition Date: February 8, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kemp Burdick, Hinton & Hall                          $1,000,000
as Loan
Accommodator for Ned & Dixie
Gregerson
63 South 300 East
St. George, UT 84770-3269

Orlando-Millenium              Hurricane property;   $1,100,000
51 East 400 North Building 1   value of security:
Cedar City, UT 84720           $6,600,000; value of
                               senior lien:
                               $5,600,000

Joe Melling                    Loan                  $100,000
51 East 500 North Building 4
Cedar City, UT 84720

Zions First National Bank      Secured by non-       $86,050
                               estate property

Western Engineers              Engineering fees      $61,117

Stoel Rives                    Legal fees            $22,695

Hirschler Fleisher             Legal fees            $5,228

Red Rock Appraisals            Appraisal fees        $2,161


INPHONIC INC: Court Approves Change of Name to SN Liquidation
-------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware gave InPhonic Inc. and its debtor-affiliates
authority to change the Debtors' name and the caption of the
bankruptcy case to SN Liquidation, Inc.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.

InPhonic Inc. reported $97,046,330 in total assets and
$188,040,889 in total debts in its schedules of assets and debts
filed with the Court.


INPHONIC INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
InPhonic Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities
disclosing:

     Name of Schedule                 Assets      Liabilities
     A. Real Property                     $0
     B. Personal Property        $97,046,330
     C. Property Claimed as
        Exempt
     D. Creditors Holding
        Secured Claims                            $106,124,812
     E. Creditors Holding
        Unsecured Priority
        Claims                                        $329,831
     F. Creditors Holding
        Unsecured Nonpriority
        Claims                                     $81,586,246
                                  -----------     ------------
        TOTAL                     $97,046,330     $188,040,889

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.


INTERNATIONAL COAL: Incurs $16 Mil. Net Loss for 2007 Fourth Qtr.
-----------------------------------------------------------------
International Coal Group Inc. has reported net loss of
$16.0 million, or $0.11 per share on a fully diluted basis, for
the fourth quarter of 2007.  For the full fiscal year of 2007
ended Dec. 31, net loss is at $35.6 million, or $0.23 per share on
a fully diluted basis, compared to the net loss of fiscal 2006 at
$9.3 million, or $0.06 per share on a fully diluted basis.

The company's income statement also reflected generated revenues
of $205.6 million for the quarter ended Dec. 31, 2007, compared to
the same quarter of 2006 at $226.7 million.  For the full fiscal
year of 2007 ended Dec. 31, 2007, total revenues are $849.8
million compared to fiscal 2006 at $891.6 million.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $1.5 billion, total liabilities of $0.8 billion and a
total stockholder's equity of $0.6 billion.
    
The preliminary fourth quarter and full year operating results
reported here do not include an anticipated non-cash charge for
goodwill impairment at four older facilities, specifically the
Knott County, East Kentucky, Hazard and Eastern operations,
expected to be approximately $170 million, or approximately
$110 million after income taxes.
    
"As expected, our preliminary fourth quarter performance reflects
the transitional nature of 2007, both in terms of pricing and
development of several new mining operations," Ben Hatfield,
president and chief executive officer of ICG, said.  "We
experienced some production shortfalls as we began staffing up our
new Beckley mining complex and continued expansion of our Sentinel
mine."

"In addition, performance at ICG Illinois was hampered by a boiler
explosion at its largest customer that disrupted shipments and
restricted production," Mr. Hatfield added.  "These issues,
coupled with regulatory delays and increased compliance costs,
came to bear on a tight quarter without benefit from the recent
rebound in coal prices."

"During the fourth quarter, we initiated a series of operating
changes that have recently resulted in performance improvement at
several operations, particularly at our Raven and Buckhannon
operations," Mr. Hatfield continued.  "Despite a very difficult
year, we are nearing the completion of a year-long transition
designed to strengthen our operating base and replace brokered
coal income with three new strategic mining projects."

"These new projects represent nearly 4 million annual tons, most
of which are higher-margin metallurgical coal," Mr. Hatfield went
on to say.  "ICG's ramp-up in metallurgical production is well-
timed, as we have signed several attractively-priced contracts
with domestic and international customers over the past few
months."

"At the Beckley Complex, for example, we have sold nearly
1.4 million tons of low-volatile metallurgical coal under terms
ranging from one-to-three years with average prices near $90 per
ton," Mr. Hatfield noted.  "We also retain a substantial
uncommitted metallurgical coal position, both at Beckley and
Sentinel, which we believe will enable ICG to capture additional
market upside, particularly in 2009."

"Robust international thermal and metallurgical markets are
driving current price momentum," Mr. Hatfield stated.  "We are
also seeing the initial signs of price strength carry into our
traditional domestic markets due to the combination of increased
exports, higher utility demand and lower U.S. coal production."

"We expect our overall 2008 operating performance to be much-
improved, particularly after the first quarter, as production from
our new mining operations reaches planned capacity, several recent
cost-savings initiatives yield results, and our higher priced
sales contracts come into play," Mr. Hatfield concluded.  "To
achieve our desired operating results, we will focus on managing
what we view as the most significant execution risks in a rising
market: shortages of labor, inflation of wages and commodity
prices, and delays in regulatory permits and approvals, all of
which can negatively impact both costs and production."
    
As of Dec. 31, 2007, the company had $107.2 million in cash on
hand.  Total debt as of Dec. 31, 2007 was $412.3 million,
consisting primarily of $175.0 million of 10.25% senior notes and
$225.0 million of 9% convertible senior notes.  At year end, the
company had $30.0 million in available borrowing capacity under
its credit agreement.

                      About International Coal

Headquartered in Scott Depot, West Virginia, International Coal
Group Inc. (NYSE:ICO) -- http://www.intlcoal.com/-- produces coal  
in Northern and Central Appalachia with a range of mid to high
British thermal unit, low to medium sulfur steam and metallurgical
coal.  The company's Appalachian mining complexes, which include
10 of its mining complexes, are located in West Virginia, Kentucky
and Maryland.  The company also has a complementary mining complex
of mid to high sulfur steam coal located in the Illinois Basin.   
The company markets its coal to a diverse customer base of
investment grade electric utilities, as well as domestic and
international industrial customers.  As of Dec. 31, 2006, the
company owned or controlled approximately 317 million tons of
metallurgical quality coal reserves and approximately 746 million
tons of steam coal reserves.  The company operates through three
segments: central Appalachian, northern Appalachian and Illinois
basin, representing one underground mine.

                           *     *     *

Moody's Investors Service, on July, 2007, assigned a 'Caa1' rating
on International Coal Group Inc.'s long-term corporate family
rating, 'Caa2' senior unsecured debt and a probability of default
rating at 'Caa1' with a stable outlook.  This rating still holds
up to date.


INTERNATIONAL PAPER: Earnings Drop to $327MM in Qtr. Ended Dec. 31
------------------------------------------------------------------
International Paper Co. reported net earnings of $327 million in
fourth-quarter ended Dec. 31, 2007, compared with net earnings of
$217 million in the prior quarter and net earnings of $2 billion
in the fourth quarter of 2006.

The company reported preliminary full-year 2007 net earnings total
of $1.2 billion compared with net earnings total of $1.1 billion
in 2006.  

Amounts in all periods include special items; most notably, 2006
fourth-quarter net earnings include an after-tax gain of
$2.7 billion from the sale of U.S. forestlands.

"We increased profits before special items by 52% in 2007, which
is strong evidence that the transformation we began in 2005 is
continuing to pay off," John Faraci, International Paper chairman
and chief executive officer, said.  "We've steadily expanded our
margins through internal cost controls and by focusing on the
right customers and product segments within our key businesses.
Our global investments are adding to revenue and profit growth and
helping to offset some demand decline in North America."

"Solid fourth-quarter results tell the same story," Tim Nicholls,
chief financial officer and senior vice president, added.  
"Margins and volumes continue to improve, contributing to strong
business earnings in paper, packaging and xpedx.  Improved price
realizations in the quarter helped offset the impact of continuing
increases in raw material and distribution costs, but we expect
continued input cost pressures in the first quarter of 2008.
Uncertainty within the North American economy will also play a
role in the first quarter, but we will continue to balance our
supply with our customers' demand.  Global demand for paper and
packaging continues to look solid."

The effective tax rate from continuing operations and before
special items for the fourth quarter of 2007 is 31%, compared with
29% in the third quarter and 28% in the fourth quarter of 2006.
The 2007 full-year tax rate is 30% compared with 29% for the 2006
full year.

                      Effects of Special Items

Special items in the fourth quarter of 2007 include a pre-tax
charge of $9 million  or $6 million after taxes, for charges
relating to the company's transformation plan and an Ohio tax
adjustment, well as a $13 million pre-tax gain for adjustments to
estimated gains/losses of production facilities sold.

Additionally, a $41 million net income tax benefit was recorded
relating to the effective settlement of certain tax audit issues.
The net after-tax effect of these special items is a gain of
$44 million.

Special items in the third quarter of 2007 include restructuring
and other charges totaling $42 million before taxes, including
$37 million of pre-tax charges related to the closure of the
company's Terre Haute, Indiana mill.

Additionally, net pre-tax gains of $8 million were recorded,
principally to reduce estimated transaction costs accrued in
connection with the transformation plan forestland sales in 2006,
and a $3 million increase to the income tax provision was recorded
related to the settlement of a prior-year tax audit.  The net
after-tax effect of these special items is a loss of $23 million.

Special items in the fourth quarter of 2006 include a pre-tax gain
of:

   -- $4.4 billion from sales of U.S. forestlands included in the
      company's transformation plan;

   -- a charge of $759 million for the impairment of goodwill in
      the company's coated paperboard and Shorewood Packaging
      businesses;

   -- a $149 million pre-tax charge for losses on sales and
      impairments of businesses, including a $128 million pre-tax
      impairment charge to reduce the carrying value of the fixed
      assets of the company's Saillat, France, mill to estimated
      fair value;

   -- a $111 million pre-tax charge for restructuring and other
      corporate charges;

   -- a $6 million pre-tax credit for interest received from the
      Canadian government on refunds of prior-year softwood lumber
      duties; and

   -- a $5 million pre-tax credit for reductions of reserves no
      longer required.

Restructuring and other corporate charges include:

   -- a $34 million charge for severance and other charges
      associated with the company's transformation plan;

   -- a gain of $115 million for payments received in the fourth
      quarter relating to the company's participation in the U.S.
      Coalition for Fair Lumber Imports;

   -- a charge of $157 million for losses on early debt
      extinguishment;

   -- a $40 million charge for increases to legal reserves, and a
      $5 million credit for other items.

In addition, a $4 million tax expense was recorded in the quarter.
The net after-tax effect of these special items is a gain of
$1.8 billion.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $23.96 billion, total liabilities of $15.29 billion and total
common shareholders' equity of $8.67 billion.

                   About International Paper

Headquartered in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is an uncoated   
paper and packaging company with primary markets and manufacturing
operations in North America, Europe, Russia, Latin America, Asia
and North Africa.  International Paper employs approximately
54,000 people in more than 20 countries, and serves customers
worldwide.  

                         *     *     *

Moody's Investors Service placed International Paper Co.'s senior
subordinate rating at 'Ba1' in December 2005.  The rating still
holds to date with a stable outlook.


IOWA TELECOM: Agrees to Buy Bishop Communications for $43.9 Mil.
----------------------------------------------------------------
Iowa Telecommunications Services Inc. has reached an agreement to
acquire Bishop Communications Corporation for $43.9 million,
subject to certain balance sheet adjustments.

“This acquisition is a perfect opportunity to profitably grow our
rural telecommunications business,” Alan L. Wells, Iowa Telecom,
chairman and chief executive officer said.  “More importantly, it
meets our criteria for our acquisitions to be accretive to cash
flow on a per share basis."

“In addition to operating very high-quality FTTN networks, Bishop
also benefits from low access rates and a favorable regulatory
standing,” concluded Wells," Mr. Wells added.  “This acquisition
is consistent with our strategy of growing our business by
pursuing accretive opportunities in adjacent states."

"Our ability to maintain our dividend payout to shareholders
should not be negatively impacted by this transaction, as we
expect our payout ratio to improve as a result,” Mr. Wells
continued.

Following receipt of regulatory approvals, Bishop Communications
will operate as a subsidiary of Iowa Telecom.  The sale is
expected to close in the second half of 2008.

Stifel, Nicolaus & Company, Incorporated served as exclusive
financial advisor to Bishop Communications in the transaction.

                    About Bishop Communications

Headquartered in Annandale, Minnesota, Bishop Communications Corp.
-- http://www.bishopcommunications.com/-- is a privately held  
holding company whose subsidiaries provide regulated and non-
regulated communications services to business and residential
customers.  As of Dec. 31, 2007, Bishop served 12,000 ILEC access
lines, 5,100 CLEC lines, 4,300 data customers and 3,600 video
customers.  For the twelve-month period ended Sept. 30, 2007,
Bishop generated revenues of $19.5 million.  Bishop’s Lakedale
Telephone subsidiary provides ILEC services to customers in six
rural Minnesota exchanges.  Bishop’s subsidiary companies provides
advanced telecommunications services.  The company utilizes robust
FTTN networks to provide these advanced telecommunications
products.

                     About Iowa
Telecom                                                

Based in Newton, Iowa, Iowa Telecommunications Services Inc.
(NYSE: IWA) -- http://www.iowatelecom.com-- provides wireline  
local exchange telecommunications services to residential and
business customers in rural Iowa, serving over 440 communities
across the state.  The company operates 288 telephone exchanges as
the incumbent or historical local exchange carrier and is a
telecommunications company providing wireline services in
approximately 85% of these exchanges.  Together with its local
exchange carrier subsidiaries, the company provides services to
approximately 252,000 access lines in Iowa.  In addition to its
basic local service and network access businesses, the company
provides long distance service, dial-up and digital subscriber
line Internet access and other communications services.  On
Aug. 1, 2006, Iowa Telecom acquired Baker Communications Inc.  On
July 1, 2006, the company completed the purchase of the Montezuma
Mutual Telephone Company.


IOWA TELECOM: Moody's Says $44MM Bishop Deal Won't Affect Profile
-----------------------------------------------------------------
In Moody's opinion, Iowa Telecommunications Services, Inc.'s
announced acquisition of Bishop Communications, Inc., the parent
company of Lakeland Telephone, for about $44 million, does not
significantly alter Iowa Telecom's credit profile.  The company's
corporate family rating is Ba3 and the outlook is stable.

The acquisition price is about 7.6x trailing EBITDA of under
$6 million.  In addition, Iowa expects to recognize operating
synergies from the merger, in line with similar ILEC acquisitions.   
Moody's believes that Iowa Telecom will fund the purchase by
drawing on its revolver, and its credit profile will not
materially weaken, as the Ba3 rating can accommodate the
incremental leverage.  Iowa Telecom will acquire about 12,000 ILEC
access lines, 5,000 CLEC access lines, 4,300 data customers and
3,600 video customers.

Iowa Telecommunications Services, Inc. is a rural local exchange
carrier based in Newton, Iowa.


IOWA TELECOM: S&P Says Ratings Unaffected by Merger With Bishop
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Newton, Iowa-based Iowa Telecommunications Services
Inc. are not affected by the company's announced acquisition of
Bishop Communications Corp., subject to regulatory approvals,
for about $44 million.  

Bishop is a privately-held rural telecommunications company with
operations in central Minnesota.  The acquisition, which is
expected to be financed through Iowa Telecom's $100 million
revolving credit facility, will result in a modest temporary
increase in leverage to 3.8x pro forma LTM EBITDA, as of Sept 30,
2007.  S&P believes leverage will modestly improve from this pro
forma level over the next few years due to S&P's expectation that
the company will pay down bank debt with its free operating cash
flow.

                        *     *     *

As reported by Troubled Company Reporter on June 15, 2007,
Standard & Poor's Ratings Services revised the outlook on Newton,
Iowa-based Iowa Telecommunications Services Inc. to stable from
negative, and affirmed its ratings, including the 'BB-' corporate
credit rating.


IRWIN HOME: Fitch Chips Rating on $1.7MM Class 2B-1 Certs. to BB
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Irwin Home Equity
Loan Trust mortgage pass-through certificates.  Affirmations total
$272.6 million and downgrades total $1.7 million.  Break Loss
percentages and Loss Coverage Ratios for each class rated 'B' or
higher, are included with the rating actions as:

Series 2005-1
  -- $23.4 million class I-A affirmed at 'AAA'
     (BL: 62.07, LCR: 3.54);

  -- $14.1 million class II-A-2 affirmed at 'AAA'
     (BL: 92.38, LCR: 5.27);

  -- $45.2 million class II-A-3 affirmed at 'AAA'
     (BL: 66.34, LCR: 3.78);

  -- $21.5 million class M-1 affirmed at 'AA'
     (BL: 48.04, LCR: 2.74);

  -- $18.8 million class M-2 affirmed at 'A'
     (BL: 37.00, LCR: 2.11);

  -- $11.6 million class B-1 affirmed at 'BBB+'
     (BL: 30.66, LCR: 1.75);

  -- $6.2 million class B-2 affirmed at 'BBB'
     (BL: 27.54, LCR: 1.57);

  -- $4.4 million class B-3 affirmed at 'BBB-'
     (BL: 25.82, LCR: 1.47).

Deal Summary
  -- Originators: Irwin (100%);
  -- 60+ day Delinquency: 4.57%;
  -- Realized Losses to date (% of Original Balance): 3.67%;
  -- Expected Remaining Losses (% of Current Balance): 17.53%;
  -- Cumulative Expected Losses (% of Original Balance): 11.72%.

Series 2005-A
  -- $26.1 million class A-3 affirmed at 'AAA'
     (BL: 86.60, LCR: 5.2);

  -- $24.6 million class M-1 affirmed at 'AA'
     (BL: 56.05, LCR: 3.36);

  -- $20.5 million class M-2 affirmed at 'A'
     (BL: 42.76, LCR: 2.57);

  -- $6.7 million class M-3 affirmed at 'A-'
     (BL: 38.38, LCR: 2.3);

  -- $6.2 million class M-4 affirmed at 'BBB+'
     (BL: 34.59, LCR: 2.08);

  -- $5.7 million class M-5 affirmed at 'BBB'
     (BL: 31.02, LCR: 1.86);

  -- $5.3 million class M-6 affirmed at 'BBB-'
     (BL: 27.05, LCR: 1.62);

  -- $10.5 million class M-7 affirmed at 'BB'
     (BL: 23.31, LCR: 1.4).

Deal Summary
  -- Originators: Irwin (100%);
  -- 60+ day Delinquency: 6.79%;
  -- Realized Losses to date (% of Original Balance): 3.74%;
  -- Expected Remaining Losses (% of Current Balance): 16.66%;
  -- Cumulative Expected Losses (% of Original Balance): 9.17%.

Series 2005-B Group 2
  -- $0.9 million class 2A-1 affirmed at 'AAA'
     (BL: 96.89, LCR: 9.72);

  -- $7.7 million class 2M-1 affirmed at 'AA'
     (BL: 38.07, LCR: 3.82);

  -- $6 million class 2M-2 affirmed at 'A' (BL: 25.95, LCR: 2.6);

  -- $4.4 million class 2M-3 affirmed at 'BBB'
     (BL: 17.70, LCR: 1.78);

  -- $1.4 million class 2M-4 affirmed at 'BBB-'
     (BL: 14.97, LCR: 1.5);

  -- $1.7 million class 2B-1 downgraded to 'BB' from 'BB+'
     (BL: 12.69, LCR: 1.27).

Deal Summary
  -- Originators: Irwin (100%);
  -- 60+ day Delinquency: 5.15%;
  -- Realized Losses to date (% of Original Balance): 1.36%;
  -- Expected Remaining Losses (% of Current Balance): 9.97%;
  -- Cumulative Expected Losses (% of Original Balance): 3.63%.

The rating actions are based on deterioration in the relationship
between credit enhancement and expected losses and reflect
continued poor loan performance and home price weakness.  Minimum
LCRs specifically for subprime second lien transactions are: AAA:
2.00; AA: 1.75; A: 1.50; BBB: 1.30; BB 1.10; B: 1.00.


JOHN WALSHE: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John Cecil Walshe, Jr.
        dba Finzer Imaging Systems
        2408 North Logan Drive
        Loveland, CO 80538

Bankruptcy Case No.: 08-11399

Type of Business: The Debtor is a wholesaler of office equipments.

Chapter 11 Petition Date: February 8, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman, Esq.

Debtor's Counsel: Ken McCartney, Esq.
                  Law Offices of Ken McCartney
                  P.O. Box 1364
                  Cheyenne, WY 82003-1364
                  Tel: (307) 635-0555
                  Fax: (307) 635-0585

Total Assets: $938,900

Total Debts:  $3,070,603

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
  ------                                   ---------
Finzer Imaging Systems Inc.                          $1,709,895
7000 East 47th Avenue Drive
Denver, CO 80216

Rebecca Walshe                                         $635,000
Superior, CO

Brown Berardini & Dunning                              $215,000
2000 South Colorado Boulevard
Tower Two, Suite 700
Denver, CO 80222

GE Money Bank                                           $16,900

Line Barger Goggan Blair                                $10,552

Wells Fargo Card Services                                $8,261

Wells Fargo Financial Bank                               $4,614

Capital One                                              $2,230


KNOLL INC: Earnings Up to $20.7MM in Quarter Ended December 31
--------------------------------------------------------------
Knoll Inc. reported results for the fourth quarter and year ended
Dec. 31, 2007.

The company reported net income of $20.7 million, an increase of
15% over the fourth quarter 2006's net income of $18 million.

For the fiscal year 2007, net income was $71.4 million compared to
net income of $58.6 million in 2006.

"For the 3rd year in a row now Knoll has continued to expand our
industry leading operating margins, generate better than industry
top-line growth and deliver more than 20% EPS growth for our
shareholders," Andrew Cogan, chief executive officer of Knoll
Inc., said.  "While we are aware that our industry faces headwinds
as we head into 2008, we are confident that the strength and
diversity of our growth initiatives, the fullness of our new
product pipeline and our cost discipline will allow us to continue
to generate better than industry top-line performance as we work
to achieve our mid-term 15% operating margin goals."

"I want to congratulate and thank our associates and dealers on
generating another year of industry leading performance," added
Mr. Cogan.  "They have once again demonstrated that in the words
of our founder Florence Knoll 'Good design is good business.'"

Backlog of unfilled orders at Dec. 31, 2007 was $190.7 million, an
increase of $23 million, or 13.7%, versus the prior year.

Operating expenses for the quarter were $59.5 million, compared to
$53.5 million for fourth quarter of 2006.  For fiscal 2007
operating expenses were $222.9 million compared to $202.1 million,
or 20.6% of sales, for 2006.  Increased investment spending on
growth initiatives relating to new products and international
expansion drove the increase along with increased incentive
payments as a result of the higher sales and profits.   The
acquisition of Edelman Leather also impacted operating expense
levels.

Other income/expense in 2007 included an approximate $4.2 million
loss due to foreign currency translation and $1.2 million loss
related to the write off of deferred financing fees.  Other
income/expense in 2006 included an approximate $563 thousand gain
due to our foreign currency translation, a $703 thousand loss on
interest rate derivatives, and $881 thousand gain in other
miscellaneous income.

"During the quarter we were able to close the acquisition of
Edelman Leather, increase our quarterly dividend and take
advantage of our current stock price by repurchasing 1.1 million
shares for a total repurchase of 2.261 million shares for the
year," Barry L. McCabe, chief financial officer said.  "With our
expanded bank facility, lowered leverage ratio and reduced
borrowing costs, Knoll enters 2008 in the strongest financial
position since our 2004 IPO and we are well positioned to take
advantage of opportunities to continue to reduce our shares
outstanding."

"Accordingly, we are pleased to disclose the expansion of our
share repurchase program by $50 million," Mr. McCabe added.
    
On Feb. 4, 2008, the Knoll board of directors approved a
$50 million expansion of the company's stock repurchase program.

                 Liquidity and Capital Resources
    
Annual cash generated from operations in 2007 was $102.2 million,
compared to $77.5 million the year before.  Capital expenditures
in 2007 totaled $16.3 million compared to $13.4 million for 2006.
Investing activities in 2007 also included $70.8 million for the
acquisition of Edelman Leather.  In addition, the company
repurchased approximately 2.3 million shares of its stock for
$48.1 million during the year.  

Also during the year the company had net borrowings of
$18.2 million to finance the purchase of Edelman Leather and
repurchase shares.  The company also paid dividends of
$21.7 million, $0.11 per share for the first three quarters of
2007, increasing to $0.12 per share in the fourth quarter of 2007.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $717.4 million, total liabilities of $642.7 million
resulting to total stockholders' equity of $74.7 million.
    
                           About Knoll

Based in East, Greenville, Pennsylvania, Knoll Inc. (NYSE:KNL) --  
http://www.knoll.com/-- designs and manufactures office furniture  
products and textiles.  Knoll offers a portfolio of office
furniture, textiles and leather across five product categories:
office systems, which are typically modular and moveable
workspaces with functionally integrated panels, work surfaces,
desk components, pedestal and other storage units, power and data
systems and lighting; specialty products, including high-image
side chairs, sofas, desks and tables for the office and home,
textiles, accessories and leathers and related products; seating;
files and storage, and desks, casegoods and tables.  The company
sells its products primarily in North America.  In October 2007,
Knoll Inc. completed the acquisition of Teddy and Arthur Edelman,
Limited.

                          *     *     *

Standard & Poor's placed Knoll Inc.'s long-term foreign and local
issuer credit ratings at 'BB' in July 2006.  The ratings still
hold to date with a stable outlook.


LEVEL 3 COMMS: Reports $91 Mil. Net Loss for 2007 Fourth Quarter
----------------------------------------------------------------
Level 3 Communications Inc. reported net loss for the fourth
quarter 2007 ended Dec. 31 of $91 million, or $0.06 per share,
compared to a net loss of $174 million, or $0.11 per share, for
the previous quarter.  The net loss for full fiscal year ended
Dec. 31, 2007 was $1.11 billion, or $0.73 per share, compared to a
net loss of $744 million, or $0.74 per share in 2006.

The company's showed consolidated revenue of $1.10 billion for the
fourth quarter 2007, compared to consolidated revenue of
$1.06 billion for the third quarter 2007.  For the full year 2007,
consolidated revenue increased to $4.27 billion, compared to
$3.38 billion in 2006.
    
"During the quarter, we made a number of organizational, process
and systems improvements to better align our sales, service and
operational capabilities," James Crowe, chief executive officer of
Level 3, said.  "And while we still have more work to do, these
actions have significantly reduced our aged backlog of signed
sales orders, improved our customer experience, and paved the way
to accelerate future revenue growth."

"Financial performance for the quarter was solid, with
particularly strong growth in Core Communications Services
Revenue, Unlevered Cash Flow and Free Cash Flow," Mr. Crowe
continued.

Total communications revenue for the fourth quarter 2007 was $1.08
billion, versus $1.04 billion for the previous quarter.  Core
communications services revenue was approximately $3.62 billion,
an increase of 84 percent from 2006.  Year over year revenue
growth was primarily from acquisitions and organic growth.  Other
communications services revenue declined 11 percent to $56 million
during the fourth quarter as a result of expected declines in
managed modem and managed services.
    
The communications deferred revenue balance was $929 million at
the end of the fourth quarter 2007, compared to $930 million at
the end of the third quarter.

                    Cash Flow and Liquidity
    
During the fourth quarter 2007, Unlevered Cash Flow was positive
$146 million, versus positive $76 million for the previous
quarter.  

Consolidated free cash flow for the fourth quarter was positive
$41 million, versus negative $54 million for the previous quarter,
primarily from improvements in cash flow as a result of reductions
in days sales outstanding, as well as lower net cash interest
expense for the period.
    
For the full year 2007, unlevered cash flow was positive
$89 million compared to positive $324 million in 2006, and
consolidated free cash flow was negative $402 million in 2007
compared to negative $171 million in 2006.  Consolidated capital
expenditures for the company totaled $633 million for the full
year 2007 compared to $392 million in 2006.
    
As of Dec. 31, 2007, the company had cash and marketable
securities of approximately $723 million.

As of Dec. 31, 2007, the company's consolidated balance sheet
reflected a total assets of $10.2 billion, total liabilities of
$9.1 billion resulting to a total shareholder's equity of $1.1
billion.

                   About Level 3 Communications

Headquartered in Broomfield. Colorado, Level 3 Communications Inc.
(NASDAQ:LVLT) -- http://www.level3.com/-- is engaged in the  
communications business.  Level 3 is a facilities-based provider  
of integrated communications services.  As of Dec. 31, 2006, the
company had approximately 73,000 intercity route miles in the
United States and Europe, connecting 16 countries.  As of Dec. 31,
2006, the company had metropolitan fiber networks in approximately
125 markets in the United States and Europe, which contain
approximately 25,000 route miles and connect in the aggregate
approximately 6,500 traffic aggregation points and buildings.   
During the year ended Dec. 31, 2006, the company acquired Content
Delivery Network services business of SAVVIS Inc., Broadwing
Corporation, TelCove Inc., ICG Communications Inc., Progress
Telecom LLC and Looking Glass Networks Holding Co. Inc.  On Sept.
7, 2006, the company sold Software Spectrum Inc. to Insight
Enterprises Inc.

                          *     *     *

Moody's Investor's Service assigned these ratings to Level 3
Communications Inc. on June, 2006: 'Caa1' long-term corporate
family rating, 'Caa2' senior unsecured debt rating, 'Caa3'
subordinated debt rating, 'Caa1' probability of default rating and
gave a stable outlook.  The rating actions still hold to date.


LINTON PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Linton Properties, L.L.C.
        Attention: Akerman, Senterfitt, Wickwire, Gavin & Gibbs
        8100 Boone Boulevard, Suite 700
        Vienna, VA 22182
        Tel: (703) 790-8750

Bankruptcy Case No.: 08-00095

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Ronald M. Linton                           08-00094

Chapter 11 Petition Date: February 8, 2008

Court: District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Stanley M. Salus, Esq.
                  Akerman, Senterfitt, Wickwire, Gavin & Gibbs
                  8100 Boone Boulevard, Suite 700
                  Vienna, VA 22182
                  Tel: (703) 790-8750

Linton Properties, LLC's Estimated Financial Condition:

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Linton Properties, LLC's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chris Keller                   town homes            $238,573
Premier Construction Group
39 South York Road,
Suite A
Dillsburg, PA 17019
Tel: (717) 791-1018

Hoon & Associates, L.L.C.      legal services        $16,204
104 South Cross Street
Chestertown, MD 21620
Tel: (410) 778-6600

David A. Bramble, Inc.         site work             $12,800
705 Morgnec Road
Chestertown, MD 21620

Glen Young, L.L.C.             legal fees            $3,585

Covell Communities             drywall repairs and   $3,556
                               repairs and staffing

Alan W. Bernstein                                    $3,410
Bernstein & Feldman, P.A.

Citibusiness Card                                    $1,424

Carol Ross                     Commissions and       $866
Champion Realty                Signs

B. Ronald M. Linton's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citibank                       Credit Card           $14,000
Attention:
Citicorp Credit Services
7920 Northwest 110th Street
Kansas City, MO 64153

Glen Young, Esq.               Legal Fees            $3,585
P.O. Box 6251
Washington, DC 20015

Bernstein & Feldman, P.A.      Legal Fees            $3,410
900 Bestgate Road, Suite 200
Annapolis, MD 21401

CitiBusiness Card              Credit Card (Linton   $1,424
                               Properties, LLC)


LUIGI SINAPI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Luigi Sinapi
        73 Somerset Road
        East Fishkill, NY 12533

Bankruptcy Case No.: 08-35224

Chapter 11 Petition Date: February 8, 2008

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Anne J. Penachio, Esq.
                  Lowey, Dannenberg, Cohen, P.C.
                  One North Broadway, Fifth Floor
                  White Plains, NY 10601
                  Tel: (914) 997-0500
                  Fax: (914) 997-0035

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


MACKLOWE PROPERTIES: Receives Notice of Default Yesterday
---------------------------------------------------------
Harry Macklowe of Macklowe Properties received a default notice
yesterday escalating the likelihood of a foreclosure on Mr.
Macklowe's real estate properties in Manhattan, Jennifer S.
Forsyth writes for The Wall Street Journal, citing two sources
familiar with the issue.  The sources add that the initial default
notice could "set in motion" several other actions leading to a
foreclosure, WSJ reports.

The default notice was issued after talks with lenders regarding a
waiver on a $3.1 billion loan on four properties proved
unfruitful.  The Troubled Company Reporter said yesterday that
talks with lenders would resume this week.  

According to WSJ's sources, junior lender Vornado Realty Trust in
New York surfaces as Macklowe's "most strident opponent" against
efforts to stave off a foreclosure or bankruptcy.

Vornado, sources told WSJ, fears that the value of its claim on
majority of the junior debt will be adversely reduced if
Macklowe's properties are to be foreclosed at this time.

WSJ failed to derive comments from parties, including Deutsche
Bank AG, Harry Macklowe's son, William, and Vornado.

Meanwhile, General Electric Capital Corp., a junior lender, showed
up during Monday amid reports that it was hesitant to consent to a
tentative agreement between Macklowe and Deutsche Bank, WSJ's
sources reveal.

According to federal documents, Vornado bought for $66.4 million
in cash about 42% stake in two loans on four Macklowe properties
worth $158.7 million, WSJ reports.

                  Tentative Deal with Deutsche Bank

As reported in the TCR 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.

The TCR reported yesterday that two of Macklowe's 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.

                     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.


MARSHA ANN BEARD: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Marsha Ann Beard
        dba Beard Properties
        2583 North Gregg Street
        Fayetteville, AR 72703

Bankruptcy Case No.: 08-70464

Chapter 11 Petition Date: February 10, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: $4,563,000

Total Debts:  $3,930,379

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Cornelia Barnett                 Personal loans        $190,364
14775 State Highway Y
Kenneth, MO 63857

ANB Financial, NA                Residence at 2583     $610,000
P.O. Box 699                     N. Gregg Street,
Bentoville, AR 72712             Fayetteville, AR
                                 72703
State Land Commission            280 South Hill         $20,195
State Capitol Building           Street, 2004, 2005,
Little Rock, AR 72201            2006 Back Property
                                 Taxes

                                 2583 N. Gregg Street    $6,353
                                 2004, 2005, 2006 Back
                                 Property Taxes

                                 959 West Holly 2004,    $6,112
                                 2005, 2006 Back
                                 Property Taxes

NCO Financial Systems, Inc.      Collection Agent for   $20,533
                                 for Capital One
                                 Personal Account

                                 Collection Agent        $4,813
                                 for Home Depot

Bank of America - Wilmington                            $19,968

CollectCorp                      Collection Agent       $19,565
                                 for Discover

Washington County Collector      Brook Street 2005      $15,955
                                 2006 Back Property
                                 Taxes

                                 513 Betty Jo Drive      $3,514
                                 2005 & 2006 Back
                                 Property Taxes

Hosto, Buchan, et al, PLLC       Collection Agent       $17,461
                                 for CitiBank

Chase                                                   $17,225

GC Services Ltd. Partnership     Collection Agent        $8,996
                                 for CitiBank

United Collection Bureau         Collection Agent        $5,342
                                 for CitiCorp

Sears Credit Cards                                       $5,234

Bank of America - Baltimore                              $4,722

Law Office of Stephen P. Lamb    Collection Agent        $4,048
                                 for Mohawk Carpets

Air Dynamics                                             $3,657



MRS Associates                   Collection Agent        $3,202
                                 for Capital One

MAXJET AIRWAYS: Court Approves Arent Fox as Committee Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of MAXjet Airways
Inc. has obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Arent Fox LLP as its counsel nunc
pro tunc Jan. 4, 2008.

Arent Fox is expected to:

     a) assist, advise and represent the Committee in its
        consultation with the Debtor relative to the
        administration of this Chapter 11 case;

     b) assist, advice and represent the Committee in analyzing
        the Debtor's assets and liabilities, investigating the
        extent and validity of liens and participating in and
        reviewing any proposed asset sales or disposition;

     c) attend meetings and negotiate with the representatives of
        the Debtor;

     d) assist and advise the Committee in its examination and
        analysis of the conduct of the Debtor's affairs;

     e) assist the Committee in the review, analysis and
        negotiation of any plans of reorganization that may be
        filed and to assist the Committee in the review, analysis
        and the negotiation of the disclosure statement
        accompanying any plans of reorganization;

     f) assist the Committee in the review, analysis, and
        negotiation of any financing or funding agreements;

     g) take all necessary action to protect and preserve the
        interests of the Committee, including, without limitation,
        the prosecution of actions on its behalf, negotiations
        concerning all litigation in which the Debtor is involved,
        and review and analysis of all claims filed against the
        Debtor's estate;

     h) generally prepare on behalf of the Committee all necessary
        motions, applications, answers, orders, reports and papers
        in support of positions taken by the Committee;

     i) appear, as appropriate, before this Court, the Appellate
        Courts, and other Courts in which matters may be heard and
        to protect the interest of the Committee before said
        Courts and the U.S. Trustee; and

     j) perform all other necessary legal services in this case.

The firm will bill the Committee at these rates:

     Designation                 Hourly Rates
     -----------                 ------------
     Partners                     $455 - $790
     Of Counsel                   $455 - $750
     Associates                   $290 - $515
     Paraprofessionals            $145 - $260

To the best of the Committee's knowledge, the firm holds no
interest adverse to the Committee, the Debtor and its estates and
is "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached at:

     Arent Fox LLP
     1675 Broadway, Suite 34
     New York, NY 10019
     Tel: (212) 484-3900
     Fax: (212) 484-3990

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Debtor
listed assets between $10 million and $50 million and
debts between $50 million and $100 million when it filed for
bankruptcy.


MAXJET AIRWAYS: Can Hire Pachulski Stang as Bankruptcy Co-Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware grants  
MAXjet Airways Inc. the authority to employ Pachulski Stang Ziehl
& Jones LLP as bankruptcy co-counsel nunc pro tunc Dec. 24, 2007.

Pachulski Stang is expected to:

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

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

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

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

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

The Debtor will pay the firm's professionals at these billing
rates:                     

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

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

The firm can be reached at:

      Pachulski Stang Ziehl & Jones LLP
      10100 Santa Monica Boulevard, 11th Floor
      Los Angeles, CA 90067
      Tel: (310) 277-6910  
      Fax: (310) 201-0760
      http://www.pszjlaw.com

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pillsbury
Winthrop Shaw Pittman LLP as its bankruptcy co-counsel.  Arent Fox
LLP represents the Official Committee of Unsecured Creditors.  The
Debtor listed assets between $10 million and $50 million and debts
between $50 million and $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: Gets Court OK to Employ Pillsbury as Co-Counsel
---------------------------------------------------------------
MAXjet Airways Inc. has obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Pillsbury
Winthrop Shaw Pittman LLP as its bankruptcy co-counsel.

Winthrop Shaw will:

   a) provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operations
      of its business and management of properties;

   b) assist in the formulation of a business plan or plans and
      the negotiation of a resolution of this case with the
      Debtor's various creditors constituencies;

   c) negotiate and obtain financing Debtor may require in this
      case or in connection with any plan or plan of
      reorganization;

   d) assist the Debtor with the sale of assets, including the  
      negotiating and documenting of the transactions and seek
      bankruptcy court approval of the same;

   e) assist the Debtor in obtaining the use of cash collateral;

   f) render any requested pension, tax, or labor advice that may
      be required to effectuate or maximize the efficiency of
      liquidation in this case;

   g) pursue confirmation of a plan or plans of reorganization and
      approval of a disclosure statement or statements;

   h) prepare, on behalf of the Debtor, any necessary
      applications, motions, answers, order, reports and other
      legal papers related to the foregoing duties;

   i) appear in Court and protect the interest of the Debtor
      before the Court in connection with the foregoing duties;
      and

   j) perform all other legal services for the Debtor which may be
      necessary and proper in furtherances of the foregoing
      duties.

The Debtor agreed to pay the firm's professionals at these hourly
rates:

   Professionals                Hourly Rates
   -------------                ------------
   Richard Epling, Esq.             $915
   Leo Crowley, Esq.                $825
   Karen Dine, Esq.                 $700
   Jerry Hall, Esq.                 $550
   Gianni Dimos, Esq.               $510
   Roger Elder                      $320
   Carre Altenburg                  $255

To the best of the Debtor's knowledge the firm does not hold any
interest adverse to its estates and is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

      Pillsbury Winthrop Shaw Pittman LLP
      1540 Broadway
      New York, NY 10036-4039
      Tel: (212) 858-1000
      http://www.pillsburylaw.com/

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy co-counsel.  Arent Fox
LLP represents the Official Committee of Unsecured Creditors.  The
Debtor listed assets between $10 million and $50 million and debts
between $50 million and $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: Filing of Schedules Extended to February 19
-----------------------------------------------------------
The Honorable Peter J. Walsh of U.S. Bankruptcy Court for the
District of Delaware extended MAXjet Airways Inc.'s deadline to
file its schedules of assets and liabilities, and statements of
financial affairs until Feb. 19, 2008.

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

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Official
Committee of Unsecured Creditors taps Morris James LLP as counsel.  
The Debtor listed assets between $10 million and $50 million and
debts between $50 million to $100 million when it filed for
bankruptcy.


MGM MIRAGE: Reports Preliminary 2007 Fourth Quarter Expectations
----------------------------------------------------------------
MGM Mirage reported its preliminary expectations of financial
results for the fourth quarter of 2007. This results exclude an
expected significant gain: approximately $1 billion, before income
taxes, on the Nov. 15, 2007 contribution of the CityCenter project
to a jointly owned venture between the Company and Dubai World.

                  Fourth Quarter 2007 Results
    
Excluding the CityCenter gain, the company expects fourth quarter
diluted earnings per share from continuing operations to be in the
range of $0.60 to $0.65, compared to $0.68 in the prior year.   
Including $2.10 to $2.25 of expected EPS from the CityCenter gain,
the company expects to report EPS in the $2.70 to $2.90 range.  
The company incurred higher preopening expenses, per share impact
of approximately $0.11 in the current quarter versus $0.02 in
2006, due to the opening of the new MGM Grand Detroit and MGM
Grand Macau resorts in the period.  Two other significant items
affect comparability between periods, but largely offset each
other.  In the 2007 fourth quarter, the company recorded
significantly higher income from insurance recoveries, including
business interruption proceeds, related to Hurricane Katrina.   
Offsetting this higher insurance income was lower income from
residential sales resulting from the completion of The Signature
at MGM Grand project during 2007.
    
"We experienced solid volumes in high-end gaming play led by a 17%
increase in our baccarat volume during the fourth quarter, and
achieved our 18th consecutive increase in REVPAR (revenue per
available room) at our Las Vegas Strip resorts," Dan D'Arrigo, MGM
Mirage executive vice president and chief financial officer, said.  
"Overall, composite fourth quarter operating results at our Las
Vegas Strip resorts were comparable to the prior year."

"Our estimated earnings for the month of January 2008 are a few
cents per share below those achieved in the month of January 2007,
with estimated Las Vegas Strip REVPAR a few percent lower than
January 2007," Mr. D'Arrigo added.

                        Financial Position
    
During the quarter, the company received an additional
$113 million of insurance recoveries related to Hurricane Katrina,
bringing cumulative proceeds through Dec. 31, 2007 to
$635 million, and closing out the company's claims related to
Hurricane Katrina.
    
The proceeds of $1.2 billion from the sale of common stock in
October 2007 to a subsidiary of Dubai World and a $2.47 billion
distribution received from the CityCenter joint venture were used
to reduce outstanding borrowings under the Company's senior credit
facility.  At Dec. 31, 2007, the company had $3.7 billion
available under its senior credit facility.
    
In the fourth quarter of 2007, the company repurchased 7.4 million
shares of its common stock at a total cost of $652 million,
including 1.8 million shares purchased under a new 20 million
share repurchase program approved by the company's board of
directors in December 2007.
    
In January 2008, the company and Dubai World, through its indirect
wholly-owned subsidiary, announced a joint tender offer for up to
15 million shares of company common stock at a price of $80 per
share, with the company offering to purchase up to 8.5 million of
such shares. The tender offer is scheduled to expire on Feb. 14,
2008.  The tender offer is made only pursuant to the offer to
purchase and related materials that the company and Dubai World
have jointly filed with the U.S. Securities and Exchange
Commission.

                         About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE:MGM) --
http://www.mgm-mirage.com-- is a gaming company.  As of Dec. 31,  
2006, the company’s operations consisted of 23 wholly owned casino
resorts and 50% investments in three other casino resorts.  The
company owns and operates casino resorts in Las Vegas, Nevada,
which includes Bellagio, MGM Grand Las Vegas, Mandalay Bay, The
Mirage, Luxor, Treasure Island, New York-New York, Excalibur,
Monte Carlo, Circus Circus Las Vegas and Slots-A-Fun.  The company
owns three resorts in Primm, Nevada, at the California/Nevada
state line: Whiskey Pete’s, Buffalo Bill’s and the Primm Valley
Resort, as well as two championship golf courses located near the
resorts.  Other Nevada operations include Circus Circus Reno,
Colorado Belle and Edgewater in Laughlin, Gold Strike and Nevada
Landing in Jean, and Railroad Pass in Henderson.  MGM MIRAGE has a
50% investment in silver legacy in Reno, which is adjacent to
Circus Circus Reno.

                         *     *     *

Standard and Poor's Ratings Services assigned a 'BB' long-term
foreign and local issuer credit rating with a positive outlook to
MGM Mirage on October 2007.  The rating still holds to date.


MICHAEL LAM: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Michael Kin Lam, Sr.
         Jennifer J. Lam
         aka Jun Jiang
         4315 South Hesperides Drive
         Nags Head, NC 27959

Bankruptcy Case No.: 08-00856

Chapter 11 Petition Date: February 8, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: Jason L. Hendren, Esq.
                  Brady, Nordgren, Morton & Malone, PLLC
                  2301 Sugar Bush Road, Suite 450
                  Raleigh, NC 27612
                  Tel: (919) 782-3500
                  Fax: (919) 573-1430

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
The East Carolina Bank          potential guaranty     $399,921
Attention: Managing Agent       obligation
P.O. Box 337
Engelhard, NC 27824

Internal Revenue Service        Income Tax             $186,591
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114-0326

American Express                Credit Card            $135,700
Attention: Managing Agent
P.O. Box 650448
Dallas, TX 75265-0448

SunTrust                        608 Dundee lane        $125,000
                                Holmes Beach, FL
                                34217

Chase Card Member Services      Credit Card             $56,300

American Express                Credit Card             $55,000

NC Department of Revenue        Income Tax - 2006       $50,078

Bank of America - Baltimore     Credit Card             $34,900

BMW Bank of North America       Credit Card             $15,000

Carlyle & Co.                   Credit Card             $14,000

Manatee County Department of    Property Taxes          $13,000
Revenue                         608 Dundee Lane
                                Homes Beach, FL 34217

Sears                           Credit Card             $10,500

Cabela's Club Visa              Credit Card             $10,282

Discover Card                   Credit Card              $9,700


M/I HOMES: Posts $68.5 Million Net Loss in 2007 4th Quarter
-----------------------------------------------------------
M/I Homes Inc. disclosed Thursday results for fourth quarter and
year ended Dec. 31, 2007.

For the quarter, the company reported a net loss of $68.5 million
compared to a net loss of $11.0 million in 2006.  Included in the
quarter are pre-tax charges totaling $112.3 million, which  
includes land-related impairment and abandonment charges of
$104.9 million, joint venture investment write-offs of
$4.3 million and $3.1 million of severance costs.  By comparison,
the fourth quarter of 2006 included $73.1 million of similar
charges.

For the year, the company reported a net loss before preferred
dividends of $128.1 million compared to net income of
$38.9 million in 2006.  Included in the year ended Dec. 31, 2007,
are pre-tax charges totaling $221.5 million which includes land-
related impairment and abandonment charges of $197.8 million,
joint venture investment write-offs of $13.1 million, $5.2 million
for the write-off of intangibles and $5.4 million of severance
costs.  2006's fiscal year included $85.8 million of similar
charges.

The company's net loss for the fourth quarter of 2007 and the year
then ended includes a net loss from discontinued operations of
$26.1 million and $35.6 million, respectively, as a result of the
company's previously disclosed decision to exit the West Palm
Beach market.

New contracts of 2,513 for the twelve months ended Dec. 31, 2007,
were 11.0% below 2006's 2,825.  New contracts for 2007's fourth
quarter were 322 compared to 353 in 2006.  Homes delivered for the
twelve months ended Dec. 31, 2007, were 3,288 compared to 2006's
deliveries of 4,109.  Homes delivered in 2007's fourth quarter
were 1,042, decreasing 24.0% from 2006's 1,363.

The sales value of homes in backlog at Dec. 31, 2007, was
$233.0 million, with backlog units of 748 and an average sales
price of $312,000.  The backlog of homes at Dec. 31, 2006, had a
sales value of $533.0 million, with backlog units of 1,523 and an
average sales price of $350,000.  M/I Homes had 146 active
communities at Dec. 31, 2007, compared to 163 at Dec. 31, 2006,
and 159 at the end of 2007's third quarter.

Robert H. Schottenstein, chief executive officer and president,
commented, "Though 2007 was a difficult year for our industry, we
made significant strides in improving our financial condition and
strengthening our balance sheet.  We generated over $200.0 million
of cash from operations and successfully reduced our homebuilding
bank borrowings from $410.0 million at the beginning of 2007 to
$115.0 million at year end.  

"We improved our capital structure with the issuance of
$100.0 million of preferred stock during the first quarter of 2007
and reduced our net debt to capital ratio from 44.0% to 33.0%.  We
also took dramatic steps to reduce our expense levels and were
pleased to reduce our owned lot count by 30.0% during the year.  
We were also pleased to report that we were profitable during
every quarter of 2007 before the impairment and other charges
noted above."

Mr. Schottenstein, continued, "As we begin 2008, market conditions
are challenging and are likely to remain so throughout the year.
We will continue to employ a predominantly defensive operating
strategy as we strive to further reduce our expense levels and
strengthen our balance sheet.  In that regard, we are projecting
that our homebuilding bank debt will be reduced to zero by the end
of 2008.  

"With net worth in excess of $580.0 million and minimal off
balance sheet exposure, we believe M/I is well positioned to
manage through the current cycle.  In the meantime, we will
remain focused on the key operational aspects of our business -
premier locations, building quality homes and taking care of our
customers."

                   Selected Balance Sheet Data

At Dec. 31, 2007, M/I Homes and subsidiaries reported total assets
of $1.12 billion, homebuilding debt of $320.6 million, and
shareholders' equity of $582.3 million.

                         About M/I Homes

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

                          *     *     *

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


NATIONAL FOOT: Court Sets June 14 Claims Bar Date
-------------------------------------------------
The Hon. Joyce Draganchuk of the Ingham County Circuit Court
placed National Foot Care Program Inc. into liquidation in an
order dated Dec. 14, 2007.

Creditors of the company have until June 14, 2008, to file their
proofs of claim.

Completed Proof of Claims Forms must be mailed to:

     National Foot Care Program Inc.
     P.O. Box 760547
     Southfield MI 48076  

Based in Soutchfield, Michigan, National Foot Care Program Inc. --
http://www.nationalfootcare.cim/-- is a foot and ankle managed  
care preferred provider in the U.S.


NEW YORK RACING: Says No to Allowance of New York City's Tax Claim
------------------------------------------------------------------
The New York Racing Association renewed its opposition to a tax
claim filed by the Department of Finance for the City of New York.

The Debtor asked the U.S. Bankruptcy Court for the Southern
District of New York to overrule the City's assertion that the
Debtor owes them general corporate taxes for approximately
$275,000.

Brian S. Rosen, Esq., at Weil Gotshal & Manges LLP, argued that
the City is without power or authority to levy the tax.  Pursuant
to the New York State Constitution, the power to tax rests solely
with the State Legislature, he reminded the Court.  A
municipality, such as the City, has the authority to tax only to
the extent that such authority is granted by the State of New
York.

The state has delegated to the City the ability to levy corporate
income taxes only to the extent that subject corporations are
liable for an analogous corporate income tax to the state, Mr.
Rosen continued.

Pursuant to the Racing Law, a comprehensive regulatory and taxing
scheme that applies to NYRA, and in accordance with an opinion
issued by the Attorney General's Office of the State of New York,
NYRA is not subject to any general state corporate income or
business franchise tax.  Accordingly, the City's authority to
impose an income tax does not extend to NYRA, and the tax claim
must be expunged and disallowed in its entirety, he concluded.

                      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.


NUTRITIONAL SOURCING: Wants Until May 2 to File Chapter 11 Plan
---------------------------------------------------------------
Nutritional Sourcing Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until May 2, 2008; and

   b) solicit acceptances of a plan until July 7, 2008.

The Debtors tell the Court that they need sufficient time to
negotiate a plan with their creditors because they still have
significant tasks that they have to complete, including, the sale
of more assets and review of potential claims.

James C. Carigan, Esq., at Pepper Hamilton LLP in Wilmington,
Delaware, says the Debtors are currently seeking for Court
approval for the sale of its certain property and unimproved real
estate from a certain stalking horse bidder for $26.5 million.

The Debtors, Mr. Carigan, confirmed that they are conducting a
sale process with other bidders and anticipate to close on or
before June 1, 2008.

A hearing on Feb. 25, 2008, at 3:00 p.m., at 824 Market Street,
6th floor in Wilmington, Delaware, to consider approval of the
Debtors' request.

Objection to approval, if any, must be filed on or before Feb. 18,
2008 at 4:00 p.m.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  

The bankruptcy court has extended Nutritional Sourcing Corp.'s
exclusive period to file a chapter 11 plan until March 3, 2008.

The company has disclosed $130.8 million in assets and debt
totaling $266.5 million with the Court.


NUTRITIONAL SOURCING: Empresas Bids $26.5 Mil. for De Diego Assets
------------------------------------------------------------------
Nutritional Sourcing Corporation and its debtor-affiliates ask
the United States Bankruptcy Court for the District of Delaware
to approve the proposed bidding procedure for the sale their
Pueblo's De Diego assets, subject to better and higher offers.

Under the terms and conditions of an asset purchase agreement
dated Feb. 7, 2008, Empresas A. Cordero Badillo Inc., the stalking
horse bidder, agreed to purchase the Debtors' asset for
$26.5 million.  Empresas has deposited $1,325,000 as required
in the agreement.

The Debtors have agreed to pay Empresas up to $900,000 in
termination fee, which is comprised of (i) a $750,000 break-up
fee, and (ii) $150,000 reimbursement of expenses.

                          Sale Protocol

Interested qualified bidders must submit at least $27,550,000,
which includes a termination fee and a $150,000 incremental bid,
by April 23, 2008, the proposed bid deadline.

The proposed sale allows all potential bidders to participate
until April 18, 2008.

If one or more qualified bids are received, a public auction will
be conducted by the Debtors on April 30, 2008, at 10:00 a.m., at
the offices of Kaye Scholer LLP, 425 Park Avenue in New York and,
at the auction, qualified bidders are allowed to increase their
bids by $100,000.

If the assets are sold to another bidder, the sale procedure will
provide a termination fee consist of (i) $750,000 break-up fee and
$150,000 reimbursement of expenses.  The total termination fee
constitutes 3.4% of the purchase price.

A sale hearing has been set on May 1, 2008, to consider approval
of the Debtors' sale request.  Sale-related objections, if any,
are due Feb. 18, 2008, at 4:00 p.m.

                    About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  Skadden, Arps, Slate, Meagher & Flom LLP
represent the Official Committee of Unsecured Creditors.  

The bankruptcy court has extended Nutritional Sourcing Corp.'s
exclusive period to file a chapter 11 plan until March 3, 2008.

The company has disclosed $130.8 million in assets and debt
totaling $266.5 million with the Court.


OKLAHOMA POP: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Oklahoma Pop Restaurants, LLC
        P.O. Box 59924
        Dallas, TX 75229

Bankruptcy Case No.: 08-10463

Chapter 11 Petition Date: February 7, 2008

Court: Western District of Oklahoma (Oklahoma City)

Debtors' Counsel: Douglas N. Gould, Esq.
                  210 W. Park Avenue, Suite 2050
                  Oklahoma City, OK 73102
                  Tel: (405) 319-1717
                  http://www.bcllawfirm.com/

Estimated Assets: unknown

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Pop Investments LP                                $937,064
   P.O. Box 59924
   Dallas, TX 75229-1924

   Oklahoma Employment Security                      $45,000
   Commission
   Unemployment Insurance Division
   Tax Compliance
   P.O. Box 52003

   Wilson Cain & Acquviva                            $35,000
   300 N.W. 13th Street, Suite 100
   Oklahoma City, OK 73103

   Country Squire                                    $32,143

   LGI                                               $16,248

   Paris Plaza                                       $15,594

   Malcolm Hall Properties                           $4,200

   Pepsi Cola                                        $4,020

   CSE                                               $1,299

   Infor Restaurants System LLC                      $1,255

   AT&T                                              $856

   NuCO2                                             $703

   Dr. Pepper/Seven Up, Inc.                         $449

   Estes Restaurants Services Inc.                   $400

   DSI Data Supplies Inc.                            $222

   City Grease Trap                                  $185


PANTRY INC: Earns $3.2 Million in First Quarter Ended Dec. 27
-------------------------------------------------------------
The Pantry Inc. disclosed Thursday financial results for the first
quarter ended Dec. 27, 2007.

The company reported net income of $3.2 million for the quarter
ended Dec. 27, 2007, compared to $125,000 a year ago.  EBITDA for
the quarter was $53.6 million, up 51.6% from $35.3 million a year
ago.

Total revenues for the quarter were approximately $1.98 billion, a
43.2% increase from total revenues of $1.38 billion in the first
quarter of fiscal 2007.

"Our favorable earnings comparison for the first quarter primarily
reflects an improvement in retail gasoline margins from unusually
depressed levels a year ago," said Peter J. Sodini, chairman and
chief executive officer of The Pantry.  "In our merchandise
business, we again achieved double-digit percentage growth in both
total revenues and gross profits, mainly due to acquisitions and
new store openings.  Expenses were well-contained and below our
expectations, reflecting the benefits of our recent restructuring
program as well as additional efficiency gains across our store
operations."

Merchandise revenues for the first quarter were up 13.2% overall
and 0.8% on a comparable store basis.  The merchandise gross
margin was 37.0%, compared with 37.6% in the corresponding period
last year.  Total merchandise gross profits for the quarter were
$146.4 million, an 11.5% increase from a year ago.

Retail gasoline gallons sold in the quarter increased 14.3%
overall, but declined 2.8% on a comparable store basis.  Retail
gasoline revenues rose 50.7%.  The average retail price per gallon
was $2.92, up sharply from $2.21 during the first quarter of
fiscal 2007.  The retail gross margin per gallon was 10.6 cents,
compared with 8.7 cents a year ago.  Gasoline gross profits for
the quarter totaled $56.2 million, up 39.6% from $40.2 million in
last year' first quarter.

The Pantry acquired three convenience stores and opened four new
large-format stores during the quarter.  The company also closed
six stores during the quarter.

                           Balance Sheet

At Dec. 27, 2007, the company's consolidated balance sheet showed
$2.01 billion in total assets, $1.65 billion in total liabilities,
and $356.8 million in total shareholders' equity.

                          About The Pantry

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/--operates convenience  
store chains in the country.  As of Dec. 27, 2007, the company
operated 1,644 stores in eleven states under select banners,
including Kangaroo Express, its primary operating banner.

                      *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Moody's stated that an announced share repurchase program by The
Pantry Inc. does not impact the company's ratings (corporate
family rating of B1) or stable rating outlook.


PATHMARK STORES: Moody's Withdraws Caa1, Caa22 Ratings
------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Pathmark
Stores, Inc.  On Dec. 3, 2007, Great Atlantic and Pacific Tea
Company Inc. (corporate family rating of B3) completed its
acquisition of Pathmark.  Great A&P used cash proceeds from the
acquisition to tender for Pathmark's senior subordinated notes.   
The notes were called on Feb. 1, 2008.  The ratings of Pathmark
were originally placed under review with uncertain direction on
March 5, 2007.

These ratings are withdrawn:

  -- Corporate family rating of Caa1

  -- Probability of default rating of Caa1

  -- $350 million 8.75% senior subordinated notes (2012) rating of
     Caa2 (LGD 5, 76%)

Prior to the acquisition, Pathmark Stores, Inc., was headquartered
in Carteret, New Jersey and it operated 141 supermarkets around
the New York City and Philadelphia metropolitan areas.


PIERRE FOODS: Cuts 153 Jobs w/ Cedartown, Georgia Plant Shutdown  
----------------------------------------------------------------
Pierre Foods Inc. closed its Cedartown, Georgia plant effective
Feb. 8, 2008.  The company expected to transfer majority of its
production from such facility to other company facilities.

In relation with the company's stock-keeping unit rationalization
initiative, the company will eliminate certain targeted SKUs that
are not distributed, and will attempt to co-pack the remaining
products.

The plant closure affects approximately 153 employees.  Transfers
to other company locations will be offered to some employees and
for all other affected employees, the company will provide
assistance in finding future employment.

While this was a difficult but necessary decision for the company
to make, the shift of production to other facilities combined with
the SKU rationalization initiative should improve the company's
competitive position, while allowing the company to maintain its
ability to provide customers with the quality products and
services they expect from Pierre.

                 About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions, focusing on pre-
cooked and ready-to-cook protein products, compartmentalized
meals, and hand-held convenience sandwiches.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed these ratings on Pierre Foods
Inc.: (i) B3 corporate family rating; (ii) B3 probability-of-
default rating; (iii) $40 million senior secured revolving credit
facility maturing 2009, at B2 (LGD 3, 35%); (iv) $227 million
senior secured term loan facility maturing 2010, at B2 (LGD 3,
35%); and (v) $125 senior subordinated notes maturing 2012 at Caa2
(LGD 5,87%).


As reported in the Troubled Company Reporter on Oct. 15, 2007,
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating and other ratings on Pierre Foods Inc.  The ratings
were removed from CreditWatch, where they were placed with
negative implications on Sept. 25, 2007.  The outlook is negative.


PLASTECH ENGINEERED: Trustee Appoints 7-Member Creditors Panel
--------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 9, appointed seven
members to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Plastech Engineered Products, Inc. and its
debtor-affiliates.

The Creditors Committee members are:

   (1) Niraj R. Ganatra, Interim Chairperson
       International Union, UAW
       8000 East Jefferson Avenue
       Detroit, MI 48214
       Tel: (313) 926-5216
       Fax: (313) 926-5240

   (2) Lawrence Crawford
       DBM Technologies
       220 West Congress
       5th Floor
       Detroit, MI 48226
       Tel: (313) 962-1141
       Fax: (313) 962-1152

   (3) Robert Claeys for
       Tool & Plas Systems, Inc.
       1905 Blackacre Oldcastle
       Ontario NOR 2LO
       Tel: (519) 737-9948
       Fax: (519) 737-9245

   (4) Frank DeAngelis for
       BASF Corporation
       100 Campus Drive
       Florham Park, NJ 07931
       Tel: (973) 245-6581
       Fax: (973) 245-6779

   (5) Morgan Benezra
       KS Automotive, Inc.
       14801 Catalina Street
       San Leandro, CA 94577
       Tel: (510) 351-8230 ext. 225
       Fax: (510) 352-9240

   (6) Terry LaCombe
       Epic Equipment & Engineering, Inc.
       14105 Rocco Court
       Shelby Twp., MI 48315
       Tel: (586) 314-0020
       Fax: (586) 314-0025

   (7) Barry Klinckhardt for
       Siegel-Robert, Inc.
       240 Larkin Williams Industrial Court
       Fenton, MO 63026
       Tel: (636) 305-2839
       Fax: (636) 305-3246

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


PLASTECH ENGINEERED: Court Gives Interim Nod to DIP Financing
-------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy Court
for the Eastern District of Michigan authorized, on the interim,
Plastech Engineered Products Inc. and its debtor-affiliates to
enter into a $38,000,000 Postpetition Loan and Security Agreement
with Bank of America, N.A., as administrative agent, and a
syndicate of lenders.

The Agreement provides for a revolving credit facility in a
committed amount of up to $38,000,000:

   -- $6,000,000 will be advanced at the Debtors' request.

   -- up to $17,000,000 will be advanced dollar for dollar based
      on the amounts paid by the Debtors' customers General
      Motors Corporation, Ford Motor Company, and Johnson
      Controls, Inc.

   -- The remaining $15,000,000 will be advanced for adequate
      assurance payments to the Debtors' prepetition lenders.

The loan will have a closing fee of $100,000, and will bear
interest at the Base Rate plus 1% per annum.

The DIP Facility has been effective in light of the Court's entry
of the Interim Order and will end on a maturity date of Feb. 10,
2008, at 11:59 p.m., Eastern Time, but may be extended by the
parties for an additional 15 days.

All amounts due under the DIP Facility will be immediately due
and payable if the Court does not enter an order authorizing the
Debtors to obtain permanent postpetition superpriority
indebtedness under the DIP Facility by March 10, 2008.

The Court is scheduled to convene a hearing to consider final
approval of the DIP Facility on Feb. 27, 2008, at 9:30 a.m.,
Eastern Time.

The Debtors' obligations under the DIP Facility will have
administrative priority in accordance with, and will constitute
an allowed administrative expense claim under Section 503(b) of
the Bankruptcy Code and an allowed superpriority claim pursuant
to Section 364(c)(1).

The Debtors will use their cash and proceeds of the DIP Financing
consistent with a Budget.  A copy of the Budget is available for
free at http://researcharchives.com/t/s?27ef

                    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.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

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


PLASTECH ENGINEERED: Reaches $23 Million Deal w/ Major Customers
----------------------------------------------------------------
Detroit Free Press reports that Plastech Engineered Products, Inc.
and its debtor-affiliates have reached a $23,400,000 deal with its
major customers Johnson Controls Inc., Ford Motor Co., Chrysler
LLC, and General Motors Corp.

The Debtors' major customers, according to the report, agreed to
pay a portion of their bills early, which amount will:

    -- allow Plastech to pay down a portion of the revolving
       credit facility, allowing the company to borrow additional
       money on that same line; and

    -- allow Plastech to borrow an additional $6,000,000 from
       Bank of America.

                    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.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

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


PLASTECH ENGINEERED: Wants to Use Lenders' Cash Collateral
----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to use the cash collateral of certain of its
prepetition lenders.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, relates the Debtors require use of
cash and cash equivalents, which secure certain of their
obligations to their lenders, to be able to pay operating
expenses, including payroll, and to pay vendors to ensure a
continued supply of goods essential to their continued viability.

Substantially all of the Debtors' assets are subject to one or
more liens of certain prepetition lenders, and therefore,
constitute "cash collateral" of the lenders under the Bankruptcy
Code.  The Debtors' prepetition lenders hold interest in the
company's "Liquid Collateral", which includes, all of the
company's accounts; chattel paper; instruments; letter of credit
rights; payment intangibles; receivables; deposit accounts; and
inventory:

     -- Lenders under a $200,000,000 Prepetition Revolving Credit
        Facility are secured by a first lien on the Liquid
        Collateral.

     -- Lenders under a $265,000,000 First Lien Term Loan
        Facility are secured by, among others, a second lien on
        the Liquid Collateral.

     -- Lenders under a $100,000,000 Second Lien Term Loan
        Facility are secured by a lien junior to the First Lien
        Term Loan lenders' second lien on the Liquid Collateral.

The Prepetition Revolving Lenders, which have agreed to provide
$38,000,000 of DIP financing to the Debtors, have consented to
the use of the Cash Collateral on the terms and subject to the
conditions set forth in the DIP Loan Agreement.  

The First Lien Term Lenders have already agreed to the use of
Cash Collateral pursuant to the terms of the Intercreditor
Agreement between the Prepetition Revolving Lenders, the First
Lien Term Lenders and the Second Lien Term Lenders.  The
Agreement provides that the First Lien Term Lenders will not
oppose the use of the Cash Collateral nor request adequate
protection for the use of the Cash Collateral if the Prepetition
Revolving Lenders consent to the use.   

In exchange for the use of the Cash Collateral, the Debtors have
agreed to provide certain adequate protection to the Prepetition
Revolving Lenders, in accordance with Section 364(d) of the
Bankruptcy Code.  The protections include, among other things,

   (a) granting replacement liens upon all assets of the
       Debtors;

   (b) granting superpriority status to the adequate protection
       obligations; and

   (c) periodic cash payments to the Prepetition Revolving
       Lenders.

Without adequate protection, the Prepetition Revolving Lenders
will not agree to the use of the Cash Collateral.  In that
instance, the Debtors believe that they would be unable to find
suitable financing and would be compelled to cease their business
operations.

                    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)


POOL & SPA: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pool & Spa Outlet, Inc.
        24603 Redlands Boulevard
        Loma Linda, CA 92354
        Tel: (951) 232-9698

Bankruptcy Case No.: 08-11355

Type of Business: The Debtor sells swimming pools.
                  See: http://www.pool-spaoutlet.com/home.html

Chapter 11 Petition Date: February 8, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman AAPLC
                  28605 Mercedes Street., Suite 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889
                  http://www.rosenhitz.com/

Estimated Assets:

Estimated Debts:  

Consolidated Debtors' List of 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Business Financial Services cash advance          $386,638
   3111 N. University Drive
   #8000
   Pompano Beach, FL 33065

   Bank of America             debt                  $160,376
   P.O. Box 21849
   Greensboro, NC 27420

   Randy Torres                loan                  $189,930
   24603 Redlands Boulevard
   Loma Linda, CA 92354

   American Express Gold       default               $113,749

   Splash LLC                  debt                  $91,924

   Chase Card                  debt                  $31,321

   Bank of America MBNA        credit                $23,778

   Bank America Investors      debt                  $23,737

   Wright Express              debt                  $21,988

   AT&T/CITI                   debt                  $16,685

   Chevron Texaco              debt                  $15,519

   Advanta Mastercard          debt                  $14,706

   Raintree Insurance          debt                  $11,378

   U.S. Bank                   debt                  $9,593

   Muzak                       debt                  $7,952

   The Press Enterprise        advertising           $7,366

   AT&T Yellow Pages           advertising           $7,115


PACIFIC EDUCATION: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pacific Education Foundation
        fka Heald Colleges
        fka Heald College
        fka Heald College of California
        505 Montgomery Street, Suite 1100
        San Francisco, CA 94111
        Tel: (415) 591-1000

Bankruptcy Case No.: 08-30199

Type of Business: The Debtor is a regionally-accredited private
                  career college with campuses across the western
                  U.S.  See http://www.heald.edu/

Chapter 11 Petition Date: February 8, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Brian Y. Lee, Esq.
                  Winston & Strawn, L.L.P.
                  101 California Street, 39th Floor
                  San Francisco, CA 94111
                  Tel: (415) 398-4700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
James E. Deitz                 prepetition           $87,308
10 Acela Drive                 employment
Tiburon, CA 94920              agreement; value of
                               security: $100,000

Almich & Associates            claims for            $3,325
26463 Rancho Parkway S.        professional services
Lake Forest, CA 92630          rendered

3D Investments, L.L.C.         claims in connection  unknown
433 North Camden Drive,        with dispute
Suite 900
Beverly Hills, CA 90210

Heald Education, L.L.C.        claims in connection  unknown
                               with asset purchase
                               agreement on December
                               12, 2006

Travelers Insurance            claims in connection  unknown
                               with self insurance
                               plan


QUEBECOR WORLD: Moody's Rates US$1-Bln DIP Facilities Ba2 & Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the US$400
million super priority senior secured revolving term loan facility
of Quebecor World Inc. as a Debtor-in-Possession (DIP).  The
related US$600 million super priority senior secured term loan was
rated Ba3 (together, DIP facilities).  The revolving term loan's
better asset value coverage relative to the TL accounts for the
ratings' differential.  Overall, the ratings are a function of the
facility's aggregate size relative to estimated coverage in either
a going concern or wind-up scenario, the fact there is only US$170
million of prior-ranking obligations, expectations that the
company will be cash flow positive over the expected life of the
credit facilities, and expectations that it will continue
operations subsequent to
creditor protection.  This is balanced against execution risks
stemming from concerns that creditors may not support a
restructuring proposal sponsored by the same management and board
that put the company in a position requiring creditor protection.

The DIP facilities were sanctioned by court orders in both Canada
and the United States.  The rating action assumes that the terms
of the Initial Order dated Jan. 21, 2008 (Canada), and the Interim
Order dated Jan. 23 (United States) will be continued by way of
permanent orders such that all pre-petition obligations will
continue to be stayed for a substantial period beyond the existing
expiry of Feb. 20, 2008.  No affiliates outside of North America
were included in the company's filing for creditor protection.

Moody's had previously withdrawn ratings for all of the company's
pre-petition obligations.  The new ratings are
assigned on a point-in-time basis, will not be monitored going
forward, and therefore do not have an associated ratings outlook.

Ratings assigned:

Quebecor World Inc., as Debtor-in-possession:

   -- US$400 million super priority Senior Secured Revolving
      Term Loan, rated Ba2

   -- US$600 million super priority Senior Secured Tern Loan,
      rated Ba3

   -- US$1 billion of debtor-in-possession financing rated

Quebecor World is the second largest commercial printer in the
world.  While the market is quite fragmented and no single company
commands a significant market share, the company's stature
suggests there is a market need for it to continue in some form.  
Consequently, while the company has not yet formulated definitive
restructuring plans, there is a good probability of the its
operations continuing subsequent to creditor protection.  This
perspective is reinforced by the background to the company's
filing for creditor protection.  While operating cash flow was
weak, it was expected to be modestly positive in 2008 and 2009.  
The company's failure to appropriately manage its debt maturities
and other liquidity needs during a period of elevated capital
spending were key factors that led to the decision to file for
creditor protection.  The ratings assigned to the DIP facilities
assume that, given an appropriate capital structure and financing
arrangements and given the potential of creditor protection being
used to facilitate permanent cost reductions, the company will be
cash flow self-sufficient over the near term. Consequently,
presuming a restructuring plan is accepted by the various
constituents, the DIP facility is expected to be covered, even
with a conservative EBITDA estimate of US$400 million and a tepid
valuation multiple of 4.0.

Recall as well that only the US$600 million term loan portion of
the DIP facility is initially drawn and that Quebecor World spent
significant amounts to re-tool its plants over the past three
years.  With a significantly reduced interest burden, lower
capital expenditures, and minimal income tax leakage, the company
needs to generate only US$250 million of EBITDA to cover estimated
interest expense, income tax, and capital expenditures.  With 2008
and 2009 EBITDA estimated to be well in excess of these cash
requirements, with all other debts being stayed, and with the
court-appointed Monitor acting to ensure that cash flow is not
deployed on non-essential matters, it is not likely that the
revolving DIP facility will feature significant usage.  This
implies that coverage calculations based on the US$1.0 billion
aggregate facility limit may be conservative relative to what
actual refinancing requirements
will be.

At the same time, while the above analysis suggests there should
be enough value to cover the DIP facilities, given the incumbent
board's and management's role in the events leading up to the
company's filing, there is the potential that some constituents
will insist on material governance changes before agreeing to a
restructuring proposal.  This could lead to negotiation delays
and, potentially, value erosion.  This factor complicates the risk
assessment and weighs on the rating.

In addition to the probability that Quebecor World will remain a
going concern and successfully reorganize and emerge from
bankruptcy, the DIP facility ratings also consider the extent of
protection provided to DIP lenders by the liquidation value and
character of the collateral.  While asset liquidation values are
not likely to provide the same coverage as the enterprise's going
concern value, the DIP facility appears to be covered even in this
scenario.

As background, Quebecor World competes in an industry plagued by
over-capacity and low profitability. North American utilization
rates are in the 70% range.  Given the company's poor
profitability in Europe, it is likely that a similar situation
exists there as well.  With fears of a U.S. recession looming, and
with 80% of its operating assets based in North America, industry
conditions could worsen during this important period.  This
suggests that even with a relatively new asset base, a significant
discount to book value would likely be required in order to sell
the relevant assets.  In addition, 20% of the company's assets are
located in Europe and Latin America where
laws regulating the conveyance and realization of security are not
nearly as creditor friendly as is the case in North America.  Even
for seemingly liquid receivables and inventory, realization values
may be at a significant discount to book.  While the aggregate of
these influences may cause creditors to be more willing to support
a restructuring plan, in the event this is not the case, recovery
values may be only nominally in excess of the security
arrangements sanctioned by the courts.  Assuming a 40% recovery on
US$200 million of inventory, 60% recovery on US$925 million of
accounts receivable and a 30% recovery on US$2.1 billion of net
PP&E, there would be only approximately US$1.2 billion of
liquidation proceeds.  After applying the initial US$170 million
of proceeds against prior ranking claims, there would be enough
value to cover the DIP facility (were it fully drawn).

Note however, that there are two classes of lenders under the DIP
credit agreement, and that each has its own collateral pool.  
Based on the above estimates, coverage of the revolving term loan
is superior to that of the term loan.  The term loan is rated Ba3
and the revolving term loan is rated one notch higher at Ba2.

The courts identified three super priority claims:

   i) US$170 million of claims relating to the company's pre-
      petition bank credit facility;

  ii) the US$1.0 billion DIP facility; and

iii) up to CUS$32 million for potential director and officer
      related matters.

All pre-petition claims were stayed.  Otherwise, this is the same
company, with the same assets, operations, and management as it
had prior to seeking creditor protection.  Since the company has
not outlined a definitive restructuring plan, it is assumed that
it has the same general operating plan.  Consequently, the only
significant changes to pre-petition financial forecasts are that
interest expenses are reduced by approximately US$150 million per
year.  Based on this assumption, and with capital expenditures
contractually limited by the DIP facility to less than US$150
million per year, it is expected that Quebecor World will be cash
flow positive over the near term.

Proceeds of the US$600 million DIP term loan were used to
refinance approximately US$418 million of accounts receivable
funding, to fund strategic payments, and to pay certain fees and
expenses.  The US$400 million DIP revolving credit facility is
available to support working capital requirements and for general
corporate purposes.  Until the Final Order is delivered by the
court, only US$150 million of the facility is available; the full
US$400 million limit is available upon a Final Order being
rendered.  In any case, the revolving credit facility is
governed by a borrowing base consisting of i) 85% of eligible
accounts receivables, plus ii) the lesser of 85% of orderly
liquidation value of eligible inventory or 65% of eligible
inventory, net of reserves, and (subject to the security pledged
to the US$170 million pre-petition bank credit facility) benefits
from a first charge on North American accounts receivable and
inventory and a second charge on North American fixed assets.  The
term loan benefits from a first charge on North American fixed
assets and a second charge on North American accounts receivable
and inventory (also subject to the security pledged to the US$170
million pre-petition bank credit
facility).  In addition, the DIP facilities are guaranteed by
substantially all of Quebecor World's direct and indirect
subsidiaries; the guarantees are supported by share pledges. The
facility matures at the earlier of 18 months from the date of the
interim order (i.e. July 23, 2009) or the date of substantial
consummation of a Plan of Reorganization.

Key covenants include the above-noted US$150 million limitation on
annual Capital Expenditures.  As well, the company will be
required to maintain a minimum level of EBITDAR (EBITDA as defined
with adjustments for restructuring expenses, bankruptcy
administration costs as well as certain other non-recurring costs)
as per a set schedule, on a global basis.  Quebecor World will
also be required to maintain a minimum liquidity availability of
at least US$50 million on any business day.  With these conditions
and with oversight provided by the
court-appointed Monitor, the company will not be able to deviate
materially from the status quo while it is protected from
creditors.  This should act to preserve value for all
constituents.

                     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 US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$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)  


REYNOLDS AMERICAN: Earnings Rise to $297MM in Qtr. Ended Dec. 31
----------------------------------------------------------------
Reynolds American Inc. reported fourth-quarter and full-year 2007
earnings.

The company reported net income of $297 million in fourth quarter
ended Dec. 31, 2007, compared to net income of $180 million for
the same period in the prior quarter.

For the full year ended Dec. 31, 2007, the company reported net
earnings of $1.31 billion, compared to net earnings of
$1.21 billion for the same period in the prior year.

"I am very pleased to say that 2007 marked another strong year for
Reynolds American," Susan M. Ivey, RAI's chairman and CEO, said.
"All of our operating companies are building marketplace strength
through innovative products and programs, and their strategic
initiatives are driving results.  Both of our reportable segments
continued to enhance performance and profits, and we once again
delivered robust earnings growth."

Ms. Ivey said that R.J. Reynolds Tobacco Company's focus on
innovation and efficiency continued to generate total growth-brand
share gains and higher operating income despite ongoing cigarette
industry volume declines.  Conwood, the nation's second-largest
smokeless tobacco company, continued to significantly outpace the
growth of the moist-snuff category, while introducing innovations
that strengthen the company's platform for sustained growth.

"RAI's Santa Fe and Global Products subsidiaries delivered against
their objectives, and both invested in building their businesses
for accelerated future growth," she added.  "Santa Fe's highly
profitable Natural American Spirit brand achieved a milestone in
2007, reaching half a share point of the U.S. cigarette market,"
Ivey said.  "And Global Products continues to build distribution
and enhance support of Natural American Spirit in key growth
markets in Europe and Japan."

Ms. Ivey said that Reynolds American is squarely focused on five
growth strategies for its operating companies:

    -- R.J. Reynolds' base business growth;
    -- Smokeless growth and innovation;
    -- Super-premium growth;
    -- Opportunistic international expansion; and
    -- Selective portfolio enhancements.

"Our results in 2007 demonstrate that these five strategic growth
initiatives form a solid foundation for Reynolds American's long-
term success," Ms. Ivey said.

RAI's reported earnings for the fourth-quarter included a pre-tax
non-cash charge of $65 million associated with lower trademark
values on some non-focus brands.

Also in 2007, Reynolds American:

   -- increased its cash dividend by 13.3% to $3.40 per share on
      an  annualized basis -- a yield that ranks among the highest
      in the S&P 500;
    
   -- refinanced $1.55 billion of debt, reducing expense,
      lengthening maturities and providing additional financial
      flexibility;
    
   -- obtained ratings upgrades from Standard and Poor's, and
       Moody's;
    
   -- continued to post significant productivity gains; and
    
   -- expanded and formalized its Corporate Social Responsibility
      programs.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $18.63 billion, total liabilities of $11.16 billion and total
shareholders' equity of $7.47 billion.   

                  About Reynolds American Inc.

Headquartered in Winston-Salem, North Carolina, Reynolds American
Inc. (NYSE: RAI) -- http://www.ReynoldsAmerican.com/-- is the   
parent company of R.J. Reynolds Tobacco Company; Conwood Company
LLC; Santa Fe Natural Tobacco Company Inc.; and R.J. Reynolds
Global Products Inc.

R.J. Reynolds Tobacco Company is a U.S. tobacco company.  The
company's brands include six of the 10 best-selling U.S. brands:
Camel, Kool, Pall Mall, Winston, Salem and Doral.

Conwood Company LLC is a manufacturer of smokeless tobacco
products.  Its leading brands are Kodiak, Grizzly and Levi
Garrett.  Conwood also sells and distributes a variety of tobacco
products manufactured by Lane, Limited, including Winchester and
Captain Black little cigars, and Bugler roll-your-own tobacco.

Santa Fe Natural Tobacco Company Inc. manufactures Natural
American Spirit cigarettes and other additive-free tobacco
products.

R.J. Reynolds Global Products Inc. manufactures, sells and
distributes American-blend cigarettes and other tobacco products
to a variety of customers worldwide.

                          *     *     *

Moody's Investor Service placed Reynolds American Inc.'s senior
secured debt rating at 'Ba1' in June 2007.  The rating still holds
to date with a stable outlook.


RICHARD DEMONBREUN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard Austin Demonbreun
        1401 Fall Parkway
        Murfreesboro, TN 37129-3948

Bankruptcy Case No.: 08-01005

Chapter 11 Petition Date: February 8, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, TN 37130
                  Fax: (615) 895-7294

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

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
  ------                                             ---------
Franklin Road Academy                                   $12,500
Attention: Patrick Walls, Esquire
223 Madison Street, Suite 212
Madison, TN 37115

Legal Legs                                               $8,100
3520 West End Avenue
Nashville, TN 37205

Gideon & Wiseman                                         $8,000
200 4th Avenue North, Suite 1100
Nashville, TN 37219


Accurate Court Reporting                                 $6,500

Wilma Hutchison Court Reporter                           $5,500

WTVF Newschannel 5                                       $5,500

U.S. Bank, N.A.                                          $5,164

Luegge, Dawn L.                                          $4,918

Page One, LLC                                            $4,100

Bradford, James & Larisa                                 $2,731

Nashville Electric Service                               $2,600

Eric Gainey                                              $1,750

Robinson, Reagan & Young PLLC                            $1,557

The Berry Company                                        $1,600

Matthew Bender & Co., Inc.                               $1,218

Payment Adjustment Systems                               $1,152

Marina Lu, MD                                              $900

Washington Mutual Bank                                     $800

Linda Gillespie Court                                      $525

Steven E. Cox, Esq.                                        $500


ROBERT OLSON: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert P. Olson
        dba Robert P Olson, DDS
        122 Avila Rd.
        San Mateo, California 94402

Bankruptcy Case No.: 08-30201

Chapter 11 Petition Date: February 8, 2008

Court: Northern District of California

Judge: Dennis Montali

Debtor's Counsel: Stephen D. Finestone, Esq.
                  Law Offices of Stephen D. Finestone
                  456 Montgomery St. 20th Fl.
                  San Francisco, California 94104
                  Tel: (415) 421-2624

Total Assets: $2,413,000

Total Debts: $1,637,271

Debtor's list of its 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         tax debt          $666,748
P.O. Box 21126
Philadelphia, PA
19114-0326

Washington Mutual                                  $13,633
Card Services
P.O. Box 660487
Dallas, TX 75266

Capital One                                        $10,071
P.O. Box 60024
City of Industry, CA
91716


ROGER COLE: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roger Cole
        1044 Brockwood Street
        Crandall, Texas 75114

Bankruptcy Case No.: 08-30725-11

Chapter 11 Petition Date: February 10, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Karen Lynn Kellett, Esq.
                  Kellett Law Firm
                  900 Jackson Street, Suite 120,
                  Dallas, Texas 75202
                  Tel: 214-292-3660
                  Fax: 214-744-3661

Estimated Assets: $500,001 to $1 million

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

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ford Motor Credit                Guarantees        $560,000
1389 Galleria Drive
Henderson, NV 87014

Wells Fargo Bank, N.A.           Credit Card       $127,644
ATTN: Primary Financial
Services
3115 North 3rd Avenue,
Street 112
Phoenix, AZ 85013

Kelly Cole                       Domestic Support  $82,850
6426 Tralee Court
Olympia, WA 98502

Ray Birdwell                     Purchase Money    $78,261

Universal Computer Consulting    Information       $71,312
                                 System/debt
                                 of business

Department of Revenue            Taxes/debt of     $71,304
                                 business

Internal Revenue Service         941 Payroll       $60,718
                                 Taxes/ debt of
                                 business

Bank of America                  Credit Card       $46,964

Keybank                          Line of Credit    $44,232

Adrian Gable                     Lease/debt of     $36,000
                                 business

Ford of Bellevue                 Auto Parts/debt   $33,142
                                 of business

Wells Fargo Bank                 Credit Card       $27,076

Dept. of Labor and Industries    Taxes/debt        $23,550
                                 of business

Employment Security Dept.        Employment Taxes/ $18,298
                                 debt of business

Bank of Astoria                  Line of Credit    $17,948

Enterprise Financial Goup        Non-Purchase      $14,870
                                 Money/debt of
                                 business

Clothier & Head                  Accounting        $14,568
                                 Services

Puget Sound Energy               Utility/debt      $14,074
                                 of business

PSE                              Non-Purchase      $14,074
                                 Money/debt of
                                 business


ROSA PARDO: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rosa Pardo
        1413 Fallswood
        Potomac, Maryland 20854

Bankruptcy Case No.: 08-11767

Chapter 11 Petition Date: February 8, 2008

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  The Law Offices of Richard B. Rosenblatt
                  30 Courthouse Square Ste. 302
                  Rockville, Maryland 20850
                  Tel: (301) 838-0098

Total Assets: $2,008,464

Total Debts: $2,204,408

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Suntrust Mortgage                real estate;      $308,139
P.O. Box 27767                   value of
Richmond, VA 23261               security:
                                 $265,000

Citimortgage Inc.                real estate;      $83,325
P.O. Box 8003                      value of
South Hackensack,                security:
NJ 07606- 8003                   $340,000;
                                 value of senior
                                 lien: $266,589

Wells Fargo Financial            real estate;      $83,174           
P.O. Box 6412                      value of          
Carol Stream, IL 60197-6412      security:
                                 $400,000;
                                 value of senior
                                 lien: $335,978     

Suntrust Mortgage                real estate;      $78,868
                                 value of
                                 security:
                                 $265,000;
                                 value of senior
                                 lien: $308,139
    
Aurora Loan Services             real estate;      $60,891
                                 value of
                                 security:
                                 $245,000;
                                 value of senior
                                 lien: $244,800

Bank of America                  credit charges    $25,729

Lexus Financial Services         lease for Lexus   $15,216

American Express                 Credit card       $10,225
                                 purchases

Chase                            credit charges    $8,457

Citi                             credit charges    $3,512

Moorings at Lantana Comm,        condo. fees       $3,877
Association

Home Depot                       credit charges    $2,216

Fashion Carpet & Floors L.L.C.   judgment entered  $1,150
                                 Nov. 20, 2007

Internal Revenue Service         income taxes for  $995
                                 tax year 2006

Greenfields at Brandermill       condo. fees for   $905
                                 20030 Appledowre

Montgomery Meadows HOA           assessments for   $358
                                 homeowner's fees


SALANDER-O'REILLY: U.S. Trustee Opposes CRO Retention
-----------------------------------------------------
The U.S. Trustee for Region 2 objected to the retention of a chief
restructuring officer for Salander-O'Reilly Galleries LLC, stating
that a CRO "is not an appropriate substitute for a statutory
trustee," Bill Rochelle of Bloomberg News reports.  The U.S.
trustee further said that a company is not allowed to pick out its
own trustee.

As reported in the Troubled Company Reporter on Dec. 6, 2007
the U.S. Trustee filed a request with the U.S. Bankruptcy Court
for the Southern District of New York for an appointment of a
chapter 11 trustee in the Debtor's bankruptcy case, arguing in her
motion that the gallery's selection of an outside chief
restructuring officer did not obviate the need for a formal
trustee.

                     Panel Selection Objection

In addition, Mr. Rochelle relates that the trustee has opposed to
certain components of the procedure for figuring out who owns
which art works in the gallery's possession.

As previously disclosed in the TCR, the official committee of
unsecured creditors appointed in the Debtor's chapter 11 case, the
Debtor's secured lender First Republic Bank, and the gallery's CRO
require anyone who has a claim on art to file a written notice of
the claim by May 9, which claim will be reviewed by a four-man
panel.

If the panel unanimously agree a particular art work belongs to
someone else, it will be returned.  The panel will comprise one
member each to represent art claimants, the gallery, the committee
and the bank.

If there is disagreement about ownership, the owner must
participate in non-binding mediation.  An owner may file a lawsuit
before the Bankruptcy Court to recover the art work if the dispute
isn't settled.

According to papers filed with the Court, the U.S. Trustee
disclosed that the procedure must explain how an independent art
owner representative must be chosen to serve in the four-man
panel, Mr. Rochelle recounts.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

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

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


SCO GROUP: Gets Court OK to File Chapter 11 Plan Until May 11
-------------------------------------------------------------
The Hon. Kevin Gross of the United States Bankruptcy Court for the
District of Delaware further extended The SCO Group Inc. and its
debtor-affiliates' exclusive periods to:

   a) file a Chapter 11 plan until May 11, 2008; and

   b) solicit acceptances of that plan until July 11, 2008.

As reported in the Troubled Company Reporter on Jan. 8, 2008,
the Debtors told the Court that they need more time to resolve an
issue regarding Novell Inc.'s rights in connection with the sale
of the Unix business.  The Debtor said that Novell objected to the
sale of that business and that the asset was a threshold issue
that must be determined before any sale.

Accordingly, the Debtors said that they have decided to allow the
dispute to narrow before they file a Chapter 11 plan.

The Debtors reminded the Court that Novell obtained permission to
prosecute its counterclaim against the Debtor in the United States
Bankruptcy Court for the District of Utah.

                          About SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.


SIRVA INC: Asks Court to Employ KCC as Claims Agent
---------------------------------------------------
Sirva Inc. and its debtors-affiliates believe that thousands of
creditors, equity security holders and other parties-in-interest
involved in the Chapter 11 cases may impose heavy administrative
and other burdens on the Court and the Office of the Clerk of the
Court.
        
As a result, the Debtors sought and obtained the Court's authority
to employ Kurtzman Carson Consultants LLC, as their claims,
noticing and balloting agent, pursuant to a services agreement
entered into by the Debtors and KCC, dated January 21, 2008.
        
According to Eryk J. Spytek, senior vice president, general
counsel & secretary of SIRVA, Inc., KCC has assisted and advised
numerous Chapter 11 debtors in connection with noticing, claims
administration and reconciliation and administration of plan
votes.
        
As the Debtors' claims, noticing and balloting agent, KCC 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;
        
               * 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, as well as manner of service;
        
           (c) maintain copies of all claims 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 claims 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) promptly 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.
        
        Additionally, as balloting agent, KCC will:
        
           * print ballots including the printing of creditor and
             shareholder specific ballots;
        
           * prepare voting reports by plan class, creditor, or
             shareholder and amount for review and approval by the
             Debtors and their counsel;
        
           * coordinate the mailing of ballots, disclosure
             statement, and plan of reorganization to all voting
             and non-voting parties and provide affidavit of
             service;
           
           * establish a toll-free "800" number to receive and
             address questions regarding voting on the plan; and
        
           * receive ballots at KCC's headquarters, inspect
             ballots for conformity to voting procedures, date
             stamping and numbering ballots consecutively, and
             tabulate and certify the results.  
        
        KCC will also assist the Debtors with:
        
           * maintaining and updating the master mailing lists of
             creditors;
        
           * gathering data in conjunction with the preparation of
             the Debtors' schedules of assets and liabilities and
             statements of financial affairs;
        
           * tracking and administration of claims; and
        
           * performing other administrative tasks pertaining to
             the administration of these Chapter 11 cases as may
             be requested by the Debtors or the Clerk's Office.
        
Mr. Spytek notes that KCC will be paid for its services, expenses
and supplies at the rates or prices set by KCC and in effect on
the day the services or supplies are provided to the Debtors, in
accordance with KCC's fee structure.  
        
The fees and expenses of KCC incurred are to be treated as an
administrative expense of the Debtors' estates and will be paid by
the Debtors after the 10th day after each KCC invoice has been
received by the Debtors, unless KCC is advised, within that 10-day
period, that the Debtors object to the invoice.
        
KCC will submit its invoice to the Debtors within 15 days of the
end of each calendar month.  The Debtors agree that the amount
invoiced is due and payable upon receipt of the invoice.  A late
charge will apply to any unpaid amount, as of 30 days from
receipt.  If the invoice amount is disputed, a notice will be sent
to KCC within 10 days of receipt of the invoice by the Debtors.  
Late charges will not accrue on any amounts in dispute.
        
Mr. Spytek points out that the Debtors also agree to pay fees set
by KCC related to professional services rendered and reimburse
expenses incurred in connection with the Debtors' Chapter 11
cases.
        
The Debtors will indemnify and hold harmless KCC, its officers,
employees and agents, except in circumstances of gross negligence
or willful misconduct.
        
Prior to their bankruptcy filing, the Debtors paid KCC a retainer
of $100,000.
        
Sheryl R. Betance, a director at KCC, assures the Court that the
firm is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code.
        
                       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.


SIRVA INC: Asks Court to Employ TS&S as Conflicts Counsel
---------------------------------------------------------
Sirva Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Togut Segal & Segal LLP as their conflicts counsel in connection
with their Chapter 11 cases, nunc pro tunc to their bankruptcy
filing.
        
Eryk J. Spytek, senior vice president, general counsel & secretary
of SIRVA, Inc., relates that the Debtors selected Togut Segal
because of the firm's knowledge in the field of debtors'
protections and creditors' rights and business reorganizations
under Chapter 11 of the Bankruptcy Code.
        
As the Debtors' conflicts counsel, Togut Segal will perform
services on matters that the Debtors may encounter which are not
appropriately handled by Kirkland & Ellis LLP, the Debtors'
proposed counsel, and other professionals because of a potential
conflict of interest or, alternatively, which can be more
efficiently handled by the firm.
        
Mr. Spytek points out that Togut Segal will not perform the usual
scope of services, other than to maintain a familiarity with the
case and progress of the Debtors' reorganization.  In the event
there is a conflict of interest requiring immediate attention, the  
firm is able to assume its duties without impeding the progress of
the bankruptcy case.
        
In exchange for the contemplated services, the Debtors will pay
Togut Segal based on the firm's applicable hourly rates:
        
                  Professional              Hourly Rates
                  ------------              ------------
                  Partners                   $725 - $845
                  Paralegals/Associates      $125 - $625
                  Counsel                    $630 - $650
           
Albert Togut, Esq., a partner at Togut Segal, assures the Court
that the firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.

                          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.


SOLOMON TECH: To Issue 1.5 M Shares in Lieu of Redemption Payment  
-----------------------------------------------------------------
On Feb. 1, 2008, Solomon Technologies Inc. entered into an
agreement with Rockmore Investment Master Fund Ltd., a holder of
the company's Variable Rate Self-Liquidating Senior Secured
Convertible Debentures due April 17, 2009.  On Feb. 4, 2008, the
company entered into agreements with each of two other holders of
Debentures, Alpha Capital Anstalt and BridgePointe Master Fund
Ltd.  Under each of the agreements, the company agreed to issue to
the Three Holders an aggregate of 1,553,103 shares of common
stock, par value $.001 per share, in partial satisfaction of
redemption payments due to the Three Holders on Jan. 1, 2008, and
Feb. 1, 2008.

In connection with each of the agreements, the company also agreed
to true-up each of the Three Holders' Feb. 1, 2008 redemption
payments by issuing an additional number of conversion shares
equal to the difference between the number of conversion shares
issued with respect to the Feb. 1, 2008 redemption payment prior
to Feb. 15, 2008, and a number determined by dividing the
aggregate unpaid principal and accrued interest of the Feb. 1,
2008 redemption by 82.5% of the average of the daily volume
weighted average price of the company's common stock for the 10
trading days ending on Feb. 14, 2008.

To induce the Three Holders to enter into the agreements, the
company agreed to issue to each of them an amount of restricted
shares of common stock equal to 25,000 shares for each $1,000,000
in principal amount of the debentures, or fraction thereof, held
by each of the Three Holders as of the date of their respective
agreements, or an aggregate of 40,301 restricted shares of common
stock.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) http://www.solomontechnologies.com/-- through its Motive   
Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.

                          *     *     *

At Sept. 30, 2007, the company had total assets of
$11,789,312 and total liabilities of $15,636,933, resulting in a
$3,847,621 total stockholders' deficit.


SPACEHAB INC: Secures $6 Million Credit Facility from Green Bank
----------------------------------------------------------------
SPACEHAB Incorporated established a $6 million credit facility
with Green Bank N.A.  The new financing facility is part of the
company's ongoing financial restructuring strategy providing
capital as SPACEHAB pursues its new business opportunities well as
improving overall liquidity.

The new facility provides for a 3-year $4 million term loan and a
$2 million revolving credit facility.  The company is subject to
various financial and other covenants based upon its Astrotech
Space Operations subsidiary.  The funds are available to SPACEHAB
and its subsidiaries for new business initiatives and general
corporate purposes.

Green Bank is a wholly-owned subsidiary of Green Bancorp Inc.  
Green Bank embraces innovative technology while consciously
promoting environmental responsibility.

                       About SPACEHAB Inc.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload   
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Tex., expressed substantial
doubt about Spacehab Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditing firm
reported that the company has sustained recurring losses and
negative cash flow from operations.


SPIRIT AEROSYSTEMS: Earns $76 Million in 2007 Fourth Quarter
------------------------------------------------------------
Spirit AeroSystems Holdings, Inc., the parent company of Spirit
AeroSystems Inc., reported Thursday fourth quarter and full-year
2007 financial results.

Spirit's fourth quarter 2007 net income was $76.0 million, up from
a net loss of $69.0 million in the same period of 2006.  Full-year
net income for 2007 grew to $297.0 million, up from $17.0 million
for full-year 2006.

Spirit's fourth quarter revenues increased to $980.0 million, up
15.0% from the same period last year while full-year 2007 revenues
grew 20.0% to $3.9 billion, up from $3.2 billion.

Operating income increased to $107.0 million in the fourth quarter
2007, up from an operating loss of $240.0 million in the same
period a year ago.  Fourth quarter 2007 operating income includes
$5.0 million of expense related to the company's evaluation of
Airbus' European manufacturing sites.  2006 fourth quarter
operating loss includes $330.0 million of expense associated with
the company's IPO which occurred in November 2006.

Full-year 2007 operating income grew to $419.0 million yielding
10.9% operating margins for the year including $5.0 million of
expense related to the company's evaluation of Airbus sites and
$9.6 million of expense related to the company's follow-on stock
offering in May 2007.  2006 full-year operating loss was
$56.0 million and included $330.0 million of expense associated
with the company's IPO.

"I am pleased with the progress our company has made in 2007,"
said president and chief eExecutive officer Jeff Turner.  "In our
first full year as a public company and our second full year as a
stand alone business, we successfully implemented our strategy as
we executed our backlog and developed new products.  We gained new
customers in new markets while expanding the company's global
design and manufacturing footprint.  We made solid progress
establishing the Spirit brand globally while demonstrating
our commitment to grow the business consistent with long-term
value creation," Turner continued.  

"Cessna's recent selection of Spirit as the supplier for the
fuselage and empennage on the new Cessna Large Cabin Citation
business jet demonstrates the value we bring to the industry and
our customers," Turner added.  "I continue to be pleased with our
ongoing efforts on the 787 program.  Specifically, our structures'
design and build efforts are progressing well as we continue to
work with our supply chain to prepare for higher rate production.  
As we move into 2008 and beyond, we expect to continue to  
diversify our business while working to deliver strong financial
performance."

Spirit's backlog during the quarter increased 13.0% from
$23.5 billion to $26.5 billion, as combined net orders for 1,070
aircraft at Boeing and Airbus outpaced their combined deliveries
of 235 aircraft.  Spirit's backlog is calculated based on
contractual prices for products and volumes from the published
firm order backlogs of Boeing, Airbus, and other customers.

Spirit updated its contract profitability estimates during the
fourth quarter of 2007 which resulted in a $3.5 million favorable
cumulative catch-up adjustment.  Comparatively, fourth quarter
2006 results included a $22 million favorable cumulative catch-up
adjustment.  For full-year 2007, approximately $13.0 million of
favorable changes in contract estimates were recognized which
related to 2005 and 2006 revenues.  For the full-year 2006,
approximately $59.0 million of favorable changes in contract
estimates were recognized related to 2005 revenues.

Cash flow from operations was $73.0 million for the fourth quarter
and $180.0 million for full-year 2007 as the company continued to
invest in the 787 program and other development programs.  

Investments in capital expenditures totaled $288.0 million for the
year as the company made planned investments in property,
plant and equipment to increase production rates and support the
start-up of the 787 program.

Cash balances at the end of the year were $133.0 million, down
$51.0 million from a year ago, reflecting planned investment in
Spirit's core business, primarily for the 787 program.  Spirit has
an existing $400.0 million revolving credit facility with a group
of banks of which $388.0 million was available to the company at
year-end 2007.  Debt balances at the end of the fourth quarter
were $595.0 million, down $23.0 million from year-end 2006.

                          Balance Sheet

As of Dec. 31, 2007, the company's consolidated balance sheet
showed $3.34 billion in total assets, $2.07 billion in total
liabilities, and $1.27 billion in total stockholders' equity.

                     About Spirit AeroSystems

Headquartered in Wichita, Kansas, Spirit AeroSystems Holdings Inc.
(NYSE: SPR) -- http://www.spiritaero.com/-- provides  
manufacturing and design expertise in a wide range of products and
services for aircraft original equipment manufacturers and
operators through its subsidiary, Spirit AeroSystems Inc.  Spirit
manufactures aerostructures for every Boeing commercial aircraft
currently in production, including over 70.0% of the airframe
content for the Boeing 737.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services revised its outlook on
the company's subsidiary, Spirit AeroSystems Inc., to negative
from positive.  At the same time, Standard & Poor's affirmed
Spirit AeroSystems Inc.'s BB corporate credit rating.


SUBURBAN PROPANE: Earns $85.4 Million in Fiscal 2008 1st Quarter
----------------------------------------------------------------
Suburban Propane Partners L.P. disclosed Thursday improved
earnings for the three months ended Dec. 29, 2007, over the
prior year quarter.  

Net income amounted to $85.4 million, compared to $54.7 million in
the prior year quarter.  EBITDA for the first quarter of fiscal
2008 amounted to $102.6 million, an increase of $30.8 million
compared to $71.8 million in the prior year quarter.

During the first quarter of fiscal 2008 the partnership closed on
the sale of its Tirzah, South Carolina underground propane storage
cavern and associated 62-mile pipeline which generated net
proceeds of $53.7 million and reported a gain of $43.7 million.

Additionally, favorable market conditions impacting the supply and
pricing structure for propane and fuel oil provided additional
margin opportunities during the first and second quarters of
fiscal 2007, of which approximately $11.7 million of incremental
margin opportunities were realized in the first quarter of the
prior year.  These favorable market conditions and resulting
incremental margin opportunities were not present during the
fiscal 2008 first quarter.

Chief executive officer Mark A. Alexander said, "Despite a
challenging operating environment characterized by unprecedented
high commodity prices, coupled with extreme market volatility,
these results exceeded our expectations.  We have come through
this challenging quarter in great shape, and our financial
position is stronger than ever."

During the first quarter, average posted prices for propane and
heating oil increased 58.2% and 46.2%, respectively.  

Retail propane gallons sold in the first quarter of fiscal 2008
decreased 9.9 million gallons, or 8.1%, to 111.9 million gallons
compared to 121.8 million gallons in the prior year quarter.  
Sales of fuel oil and refined fuels decreased 4.9 million gallons,
or 17.2%, to 23.6 million gallons during the first quarter of
fiscal 2008 compared to 28.5 million gallons in the prior year
quarter.  

Lower volumes in both segments were attributable to ongoing
customer conservation resulting from the historically high
commodity prices, the significantly warmer than normal
temperatures to start the quarter, as well as, to a lesser extent,
the affects of eliminating certain lower margin accounts which
occurred throughout much of the prior year.

Revenues of $425.1 million increased $27.2 million, or 6.8%,
compared to the prior year first quarter as lower volumes were
offset by higher average selling prices associated with higher
product costs.  

Cost of products sold increased $46.8 million, or 20.3%, to
$277.7 million in the first quarter of fiscal 2008 compared to the
prior year first quarter primarily resulting from the dramatic
rise in product costs.  Cost of products sold in the first quarter
of fiscal 2008 included a $2.7 million unrealized loss  
attributable to the mark-to-market on derivative instruments,
compared to a $1.0 million unrealized loss in the prior year
quarter.

Combined operating and general and administrative expenses of
$88.5 million for the first quarter of fiscal 2008 improved
$8.1 million, or 8.4%, compared to the prior year quarter as a
result of savings in payroll and benefit related expenses and in
vehicle expenditures.  

Net interest expense decreased 8.7% to $8.4 million in the first
quarter of fiscal 2008 as a result of additional interest earned
on higher levels of invested cash.  As has been the case since
April 2006, there were no borrowings under the artnership's
working capital facility as seasonal working capital needs have
been funded through increased cash flow from operations.

                         Balance Sheet

At Dec. 29, 2007, the company's consolidated balance sheet showed
$1.05 billion in total assets, $822.2 million in total
liabilities, and $228.5 million in total partners' capital.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 29, 2007, are available for
free at http://researcharchives.com/t/s?27e9

                     About Suburban Propane

Headquartered in Whippany, New Jersey, Suburban Propane Partners
L.P. (NYSE: SPH)-- http://www.suburbanpropane.com/-- is a   
publicly-traded master limited partnership.  The partnership
serves the energy needs of approximately 1,000,000 residential,
commercial, industrial and agricultural customers through
approximately 300 locations in 30 states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Moody's Investors Service affirmed Suburban Propane Partners
L.P.'s Ba3 Corporate Family Rating and probability of default
rating.  Moody's also affirmed the B1 (LGD 5, 73% changed from
78%) rating  on the partnership's 6.875% senior notes due 2013.  
The outlook is stable.


SUBURBAN PROPANE: Declares Quarterly Distribution of $0.7625
------------------------------------------------------------
Suburban Propane Partners L.P. disclosed that on Jan. 24, 2008,
the partnership's Board of Supervisors declared the sixteenth
increase (since the partnership's recapitalization in 1999) in the
partnership's quarterly distribution from $0.75 to $0.7625 per
common unit for the three months ended Dec. 29, 2007.  

On an annualized basis, this increased distribution rate equates
to $3.05 per common unit, an increase of $0.05 per common Unit, or
10.9% compared to the first quarter of fiscal 2007.  The $0.7625
per common unit distribution will be paid on Feb. 12, 2008, to
common unitholders of record as of Feb. 5, 2008.

                     About Suburban Propane

Headquartered in Whippany, New Jersey, Suburban Propane Partners
L.P. (NYSE: SPH)-- http://www.suburbanpropane.com/-- is a   
publicly-traded master limited partnership.  The partnership
serves the energy needs of approximately 1,000,000 residential,
commercial, industrial and agricultural customers through
approximately 300 locations in 30 states.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Moody's Investors Service affirmed Suburban Propane Partners
L.P.'s Ba3 Corporate Family Rating and probability of default
rating.  Moody's also affirmed the B1 (LGD 5, 73% changed from
78%) rating  on the partnership's 6.875% senior notes due 2013.  
The outlook is stable.


SUMMER STREET: Moody's Junks Ratings on Six Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Summer Street 2007-1, Ltd., and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by this rating action are:

Class Description: $80,000,000 Class A-1SA Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aaa
  -- Current Rating: A1, on review for possible downgrade

Class Description: $63,000,000 Class A-1SB Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $57,000,000 Class A-1A Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $50,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $37,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $55,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $22,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

Class Description: $17,500,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on January 31,
2008, as reported by the Trustee, of an event of default caused by
the Class A Overcollateralization Ratio falling below 100%
pursuant to Section 5.1(i) of the Indenture dated June 5, 2007.

Summer Street 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities.

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

The rating downgrades taken today reflect the increased expected
loss associated with each tranche. Losses are attributed to
diminished credit quality on the underlying portfolio. The
severity of losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by
certain Noteholders. Because of this uncertainty, the ratings
assigned to the Class A-1SA Notes, Class A-1SB Notes and the Class
A-1A Notes remain on review for possible further action.


SUNCAL COMPANIES: Gets Default Notice Demanding Sale by Feb. 27
---------------------------------------------------------------
SunCal Copper Canyon LLC was issued a notice of default by D.B.
Zwirn Special Opportunities Fund LP relating to a deed of trust
dated July 25, 2007.  A legal notice on the default was released
by the Reno Gazette Journal on Feb. 10, 2008.

Chicago Title Company in California, duly appointed trustee of the
deed of trust, informed Suncal that unless its takes action to
protect its property, the trustee will sell Suncal's property
publicly.

The deed of trust is recorded as document no. 3250385 with the
Office of the Recorder of Washoe County, Nevada, executed by
SunCal as trustor and D.B. Zwirn, as beneficiary.

The trustee will hold an auction on Feb. 27, 2008, at 11:00 a.m.
to sell SunCal's property to the highest cash bidder, at the
Virginia Street entrance to the County Courthouse, Virginia Street
at Court Street.

The property for sale includes:

   -- Parcel 1 of Parcel Map No. 3649, according to the map
      filed in the Office of the County Recorder of Washoe
      County on May 30, 2000, as File No. 2450998.  APN:
      037-293-09

   -- Parcel 2 of Parcel Map No. 3649, according to the map
      filed in the Office of the County Recorder of Washoe
      County on May 30, 2000 as File No. 2450998.  APN:
      037-293-10

   -- Parcel 3 of Parcel Map No. 3649, according to the map
      filed in the Office of the County Recorder of Washoe
      County on May 30, 2000 as File No. 2450998.  APN:
      037-293-11

   -- certain parcel situate within a portion of the Southeast
      one-quarter of Section Two and a portion of the Northeast
      one-quarter of Section Eleven, Township Nineteen North,
      Range Twenty East, Mount Diablo Meridian, City of Sparks,
      Washoe County, Nevada and being a portion of Parcel 1 of
      Parcel Map No. 2685, File No. 1654578 in the Official
      Records of Washoe County.

The borrower's right, title and interest in the buildings,
structures and improvements as of the date of Deed of Trust will
also be included in the auction.  The sale may also include, at
the election of the beneficiary, some or all of the personality.

The property will be sold "as is".  

The street address and other common designation of the real
property is purported to be unknown but directions may be obtained
pursuant to written request submitted to the beneficiary within 10
days of the first publication of the notice.

The beneficiary's address is:

     D.B. Zwirn Special Opportunities Fund LP
     c/o Greenberg Traurig LLP
     Attn: Eric V. Rowen, Esq.
     2450 Colorado Avenue, Suite 400E
     Santa Monica, CA 90404

The sale will be made, but without covenant or warranty, expressed
or implied, regarding title, possession, or encumbrances, to pay
the remaining principal sum of the note(s) secured by said Deed of
Trust, with interest, as provided.

The trustee can be reached at:

     Chicago Title Company
     Foreclosure Department
     560 E. Hospitality Lane
     San Bernardino, CA 92408
     Tel: (909) 884-0448

                         SunCal's Comment

SunCal spokeperson, Joe Aguirre, told Steve Miko of the Reno
Gazette Journal that although the default noticed has been issued,
the company continues to own the property and is in talks with the
lender.  Mr. Aguirre adds that he cannot give additional details
on the matter, Reno Gazette Journal relates.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than  
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.


TOUSA INC: Gets Interim OK for Kirkland & Ellis as Lead Counsel
---------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates obtained interim authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Kirkland & Ellis LLP, as their lead counsel,
nunc pro tunc to Jan. 29, 2008.  The Court will conduct a hearing
on Feb. 28, 2008 for the final approval of the Debtors' request.

As lead counsel, Kirkland & Ellis is expected to:

   (a) advise the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued
       management and operation of their business and
       properties;
   
   (b) advise and consult on the conduct of the Chapter 11
       cases;

   (c) attend meetings and negotiate with the parties-in-
       interest' representatives;

   (d) take necessary actions to protect and preserve the    
       estates, which include prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors, among others;

   (e) prepare pleadings in connection with the bankruptcy
       cases;

   (f) represent the Debtors in connection with obtaining    
       bankruptcy financing;

   (g) advise the Debtors in connection with any potential sale
       of assets;
   
   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare and obtain approval of a disclosure
       statement, confirmation of a Chapter 11 plan and related
       documents; and

   (k) perform other necessary legal services for the Debtors
       in connection with the prosecution of their bankruptcy
       cases.

In exchange for Kirkland & Ellis' services, the Debtors will pay
the firm based on its applicable hourly rates:

      Professional          Hourly Rates
      ------------          ------------
      Partners               $500 - $975
      Counsel                $380 - $870
      Associates             $275 - $595
      Paraprofessionals      $120 - $260

The Debtors will also reimburse Kirkland & Ellis for expenses it
may incur related to any work undertaken as well as overtime
secretarial charges, meals and transportation.  As of Jan. 28,
2008, the firm has received $4,540,234 as payment for services
rendered within 90 days before the bankrupcty filing date and for
reimbursement of expenses incurred.

M. Natasha Labovitz, Esq., a partner at Kirkland & Ellis, in New
York, assures the Court that the firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.  

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


TOUSA INC: Gets Interim OK for Berger Singerman as Florida Counsel
------------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates obtained interim authority
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Berger Singerman P.A., as their Florida counsel
and conflicts counsel, nunc pro tunc to Jan. 29, 2008.  A final
hearing to consider the employment is set for Feb. 28, 2008.

As the Debtors' local counsel, Berger Singerman is expected to:

   -- advise the Debtors and Kirkland & Ellis with respect to
      their responsibilities in complying with the U.S. Trustee's
      Guidelines and Reporting Requirements and with the Local
      Rules of the Court;
              
   -- represent the Debtors in matters in which Kirkland & Ellis
      has as a conflict; and

   -- collaborate with Kirkland & Ellis on all matters within the
      scope of its retention as general counsel to the Debtors in
      respect of which it seeks Berger Singerman's assistance as
      Florida counsel and undertake other assignments as
      requested by the Debtors and their general counsel.

Berger Singerman will exert efforts to avoid duplication of its
services with those of Kirkland & Ellis'.

Berger Singerman will be paid on an hourly basis at its customary
hourly rates:

     Professionals         Hourly Rate
     -------------         -----------
     Attorneys             $250 to $475
     Paralegals            $135 to $160

Paul Steven Singerman, Esq., a shareholder of Berger Singerman,
relates that the firm received a $50,000 prepetition retainer.  
The firm also received $238,656 representing prepetition fees and
costs and supplement retainer.

Mr. Singerman assures the Court that Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

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


TOUSA INC: Court Nods on Kurtzman Carson as Notice & Claims Agent
-----------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates obtained authority 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.

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.

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.

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, assured 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. 3; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Noteholders Dispute Prepetition Lenders' Claims
----------------------------------------------------------
A group of noteholders dispute the liens and claims of TOUSA Inc.
and its debtor-affiliates' prepetition lenders arising under two
lien term loan agreements and a $700 million revolver loan
agreement.

The Noteholders are Aurelius Capital Master, Ltd., Aurelius
Capital Partners, LP, Attentus CDO I, Ltd., Attentus CDO II,
Ltd., Trapeza CDO X, Ltd., GSO Special Situations Fund L.P., GSO
Special Situations Overseas Master Fund Ltd., GSO Credit
Opportunities Fund (Helios), L.P., K Squared Capital Master Fund
L.P. and Lyxor/K Squared Capital Fund Ltd.

Paul J. Battista, Esq., at Genovese, Joblove & Battista, P.A., in
Miami, Florida, relates that TOUSA Inc. issued certain notes prior
to filing for bankruptcy.  At all relevant times, TOUSA had
subsidiaries that guaranteed its indebtedness to the noteholders.

Subsequently, TOUSA incurred $500,000,000 in new financing to
repay a debt related to a joint venture TOUSA participated in June
2005 through TE/TOUSA LLC, an entity formed by Falcone/Ritchie LLC
and TOUSA Homes, L.P.  TOUSA and TOUSA Homes guaranteed the debt
the Joint Venture obtained from a consortium of lenders led by
Deutsche Bank.

Mr. Battista contends that TOUSA caused its Subsidiaries to become
liable for the full amount of the $500,000,000 debt -- the New
Loan Facilities.  TOUSA also caused the TOUSA Subsidiaries to
grant liens to Citicorp North America to secure the obligations
arising under the New Debt even if those obligations were not
borrowed by the TOUSA Subsidiaries, he adds.

"[B]y their very terms, the New Loan Facilities precluded the
TOUSA Subsidiaries from receiving any consideration or benefit,"
Mr. Battista says.

The Noteholders assert that the claims of the Prepetition Lenders
are avoidable as fraudulent conveyances and must be disallowed
under Section 502(d) of the Bankruptcy Code.

The Noteholders also argue that the TOUSA Subsidiaries were
rendered insolvent by the New Loan Facilities.  They say that the
TOUSA Subsidiaries have made substantial payments on account of
the New Loan Facilities that should never have been paid.

The Noteholders further complain that the Prepetition Lenders
have contractually reduced the amount of their claims against the
TOUSA Subsidiaries' estates under "Savings Clauses" provided by
the New Loan Facilities, and therefore are subject to objection
under Section 502(b)(1).  The Savings Clauses eliminate the
Prepetition Lenders' claims against the TOUSA Subsidiaries above
any amount that would render the claims subject to avoidance as
fraudulent conveyances -- that is, to an amount that would not
render the TOUSA Subsidiaries insolvent, Mr. Battista tells the
Court.  

Accordingly, the Prepetition Lenders' claims must be reduced to
an amount, if any, that permits the Noteholders first to be paid
in full, Mr. Battista maintains.

Thus, the Noteholders ask the Court to:

   (a) disallow and expunge the Prepetition Lenders' claim in
       their entirety; and

   (b) cap the claims of the Prepetition Lenders pursuant to the
       Savings Clauses.


TRIBUNE CO: S&P Puts 'B' Rating on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Tribune
Co., including the 'B' corporate credit rating, on CreditWatch
with negative implications.
      
"The CreditWatch placement reflects our expectation that the rate
of decline in advertising revenue at Tribune's newspaper
publications may not improve appreciably and may worsen over the
intermediate term," said Standard & Poor's credit analyst Emile
Courtney.  "We had factored into the current rating our
expectation that newspaper advertising and circulation revenue at
Tribune would decline in 2008, but at lower rates than those
expected for 2007, and that EBITDA would decline in the mid- to
high-single-digit percentage area in 2008.  We expect that recent
weakening in operating trends in the newspaper sector could lead
to more meaningful EBITDA declines and a narrowing of the cushion
relative to Tribune's leverage and coverage covenants in the
company's senior secured bank facility."
     
S&P continues to believe Tribune will benefit from modestly
improved performance in its broadcasting unit in 2008 and that
cash operating expenses will decline due to lower labor costs.  
S&P also continues to expect asset sale and other transaction
proceeds (including the disposition of the Chicago Cubs, Wrigley
Field, the company's 25% interest in Comcast SportsNet Chicago,
ancillary real estate around Wrigley Field, other ancillary real
estate assets, and raising incremental funds through potential
asset-backed commercial paper programs) of approximately
$1 billion or more over the near-to-intermediate term, which would
be used to fund payment of term loan X amortization payments in
December 2008 and June 2009.  In resolving the CreditWatch
listing, S&P will assess operating trends and the company's
liquidity profile relative to bank debt covenants.


UNIT 44: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Unit 44, Inc.
        53 North Main Street
        Fredericktown, OH 43109

Bankruptcy Case No.: 08-01634

Chapter 11 Petition Date: February 8, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Caryl E. Delano, Esq.
                  Addison & Delano, P.A.
                  P.O. Box 2175
                  Tampa, FL 33601-2175
                  Tel: (813) 223-2000
                  Fax: (813) 228-6000

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

Total Debts:  $1 Million to $10 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Noreene Gordon                                       $775,000
18025 Kings Park Drive
Tampa FL 33647

M.S.D. Properties Ltd.         value of security:    $445,000
409 West Gambier Street,       $100,000
Suite 100
Mt Vernon OH 43050

AmeriMerchant                                        $200,000
475 Park Avenue South,
15th Floor
New York, NY 10016

Florida Dept of Revenue                              $184,890

Channelside Bay Mall, L.L.C.                         $88,000

Internal Revenue Service                             $60,000

A. O.K. Electric                                     $7,949


VALERO ENERGY: Moody's Reviews Low-B Ratings for Likely Upgrade
---------------------------------------------------------------
Moody's Investors Service placed Valero Energy Corporation's
ratings on review for upgrade.  The outlook had been positive.

In spite of a cyclical downtrend in refining margins, the move to
a review for upgrade reflects conservative leverage at year-end
2007, providing room to absorb a degree of expected higher
leverage this year; management's statements to Moody's on the
timing, scale, and use of after-tax proceeds from potential asset
sales as the company evaluates its strategic alternatives, which
include assessing opportunities to divest refineries to optimize
its asset base; potential ranges of resulting 2008 leverage; ample
back-up liquidity; and its pro-forma solid position as a large,
geographically diversified independent refiner with an investment
grade business profile.

Timing stock buyback activity to coincide with potential asset
sale proceeds is a key aspect of Valero Energy Corporation's
ability to improve its current ratings.  Simultaneously, Valero is
conducting an important heavy multi-year capital spending program,
led by expected major value adding projects at its Lake Charles,
Port Arthur, and Quebec City refineries.  If the ratings are
upgraded, Moody's would subsequently reevaluate the new ratings if
it appears that Valero Energy Corporation's profile will veer from
Moody's view of suitable leverage for the ratings and in relation
to the cash flow outlook.

Valero's geographic diversity, with a large refining portfolio in
four key regions, mitigates the impact of inherent real
unscheduled downtime risk and geographically diversifies its
regional margin trends as well. Valero Energy Corporation's deep
conversion capacity also gives it greater diversification of its
crude oil sourcing activity and allows it to also to convert
cheaper low-quality crude oil and heavy intermediate feedstock
into light refined products. In each of the possible near term
pro-forma refining portfolio scenarios, Valero Energy Corporation
would clearly retain the scale and diversification of an
investment grade refiner.

In the absence of an extended serious downturn, a higher rating
would appear able to withstand an increase in debt of in the range
of $2 billion. At this point, it appears that management's
potential 2008 actions, including the ultimate scale of stock
buyback activity and its use of after-tax proceeds from a
potential divestiture of the Aruba refinery (one of the plants for
which the Company is pursuing strategic alternatives), renders
leverage in a suitable range for the ratings. This general
proportionality would need to be maintained in the event of
additional divestitures.

This rating action follows Moody's discussions with Valero Energy
Corporation executives concerning the leverage parameters within
which it will execute its de-capitalization program. That program
involves large 2008 stock buyback activity, one to three potential
refinery divestitures as it reviews strategic alternatives for
certain plants, and use of any potential asset sale proceeds to
fund stock buybacks and heavy capital spending. Moody's expects
Valero Energy Corporation's capital spending and buyback activity
to substantially exceed cash flow, barring a return to strong up-
cycle refining margins. Moody's also believes margins will be on a
generally weakening trend over the next several years.

Refining is a highly volatile and cyclical business and Moody's
believes that margins will continue to moderate through the
decade. Regionally, Valero Energy Corporation's softest margin
outlook appears to be in its West Coast market. In addition to
softening margin trends, the ratings are also restrained by the
potential for leveraging acquisitions, including foreign
acquisitions. However, all other things held equal, Valero Energy
Corporation enters the year with sufficiently low leverage to
absorb a degree of re-leveraging without jeopardizing a higher
rating.

Valero Energy Corporation is North America's largest independent
refining and marketing company, currently owning 16 oil refineries
with nameplate crude oil distillation capacity of 2.6 barrels per
day (bpd) and, including intermediate feedstock, 3.1 million bpd.
VLO has one of the largest deep conversion capacities in North
America. Its current portfolio of refineries displays a somewhat
above average Nelson Complexity Index of 11.1. Valero Energy
Corporation is evaluating strategic alternatives for one to three
refineries and each of the potential pro-forma scenarios would
increase its current Nelson index. The pending major capital
spending programs would further increase Valero Energy Corporation
value adding capacity and complexity downstream from crude oil
distillation.

Valero Energy Corporation is headquartered in San Antonio, Texas.

*     *     *

Moody's Investor's Service assigned a 'Ba1' rating for Valero
Energy Corp.'s subordinated debt and a 'Ba2' rating on its
preferred stock on Feb. 8, 2008. This ratings still hold up to
date, subject to the conclusion of Moody's rating review for
possible upgrade.


VESTA INSURANCE: FSIA Disclosure Statement Hearing Set Feb. 13
--------------------------------------------------------------
Judge Thomas B. Bennett has adjourned a hearing to consider the
adequacy of the disclosure statement explaining Florida Select
Insurance Agency's Plan of Liquidation, to February 13, 2008.

Florida Select delivered to the U.S. Bankruptcy Court for the
Northern District of Alabama on December 19, 2007, a plan that
contemplates the liquidation of all of the Debtor's remaining core
assets.  

The Plan also calls for the distribution of the proceeds of the
liquidation of Florida Select to its creditors.  The distribution
of available funds among a class of allowed claims will be
prorated in the event of insufficiency of funds.

As of February 9, 2008, no party has filed an objection to the
Florida Select Plan.

                     About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


VESTA INSURANCE: FSIA Objects to $1.57M Claim by Computer Science
-----------------------------------------------------------------
Florida Select Insurance Agency disputes Computer Sciences
Company's claim for $1,527,528 for unpaid services it
supposedly rendered to the Debtors pursuant to a Policy
Management Agreement Services in July 1996.

CSC has asserted that the services it rendered to the Debtors
were made during the period from April 29 through August 25,
2006.  

Florida Select is not, and has never been, a party to the Service
Agreement, Rufus T. Dorsey, Esq., at Parker, Hudson, Rainer &
Dobbs LLP, in Atlanta, Georgia, counsel to the debtor, maintains.

Mr. Dorsey contends that CSC cites no factual or legal basis to
assert its Claim and in fact, has admitted that Florida Select was
not a party to the Service Agreement.

Accordingly, the Debtor asks Judge Thomas B. Bennett to expunge
and disallow the claim in its entirety.

                    About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


VESTA INSURANCE: Gaines Plan Trustee Asks SG/SPV PACT Approval
--------------------------------------------------------------
Kevin O'Halloran, in his capacity as J. Gordon Gaines, Inc.'s
Plan Trustee, asked the U.S. Bankruptcy Court for the Northern
District of Alabama to approve a settlement agreement he entered
into, on the Debtors' behalf, with SG/SPV Property I, LLC, in
order to settle the claims and issues among the parties.

SG/SPV Property filed a rejection claim against the company and
its affiliates for $1,609,549, alleging future damages with
respect to the Debtors' non-residential leased property in
Birmingham, Alabama.  The Landlord's claim relates to one year of
base rent totaling $1,209,419 and a year of estimated operating
expenses totaling $400,129.

After engaging in extensive arm's-length negotiations, the
parties reached a compromise and agreed that Mr. O'Halloran will
pay SG/SPV Property its allowed general unsecured claim for
$175,000.

According to Mr. O'Halloran, the SG/SPV Settlement limits J.
Gaines' liability to the Landlord without further expense, and
advances the objective of being able to make distributions to
allowed unsecured claimholders.

The Gaines Plan Trustee adds that absent the Settlement, SG/SPV's
claims might be subjected to a lengthy and expensive litigation.  
The Settlement, according to him, removes any uncertainty and
delay and eliminates substantial litigation costs.

Judge Thomas B. Bennett will convene a hearing on February 13,
2008, to consider Mr. O'Halloran's request.

                 About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expired Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WHOLE FOODS: Moody's Attaches Ba1 Rating on $700 Mil. Secured Loan
------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Whole Foods
Market, Inc.'s $700 million secured bank term loan.  Moody's also
assigned a Ba1 corporate family rating.  The outlook is stable.

Ratings assigned:

  -- Corporate family rating at Ba1
  -- Probability of default rating at Ba1
  -- $700 million secured term loan due 2012 at Ba1 (LGD3,47%)

Whole Foods Ba1 rating balances non investment grade credit
metrics against the company's compelling business model, industry
leading comparable store sales growth and profit margins, and
productive store base.  Whole Foods is the market leader in high
quality perishables and organic food offerings.  Furthermore, the
company generates solid cash flow, which has been generally used
to fund internal operating expense and the company's aggressive
capital expenditures.  The ratings also reflect Moody's concern
that Whole Foods service-oriented culture and management may
potentially be strained as the company continues its rapid
expansion and as the competition in natural and organic sections
intensifies.  The ratings are constrained by high leverage
metrics, moderate scale in terms of revenues, and possible
integration risks over the next two years.

The stable rating outlook assumes that returns on new stores will
not diminish, that demand for natural and organic foods will grow
faster then grocery in general, and that shareholder enhancement
will not require external funding

Founded in 1980 in Austin, Texas, Whole Foods Market is the
world's leading natural and organic foods supermarket and
America's first national certified organic grocer.  In fiscal year
2007, the Company had sales of $6.6 billion and currently has 270
stores in the United States, Canada, and the United Kingdom.


WICKES FURNITURE: Gets Interim OK to Borrow $30MM & Use Collateral
------------------------------------------------------------------
Wickes Furniture Co., and its debtor-affiliates received authority
from the U.S. Bankruptcy Court for the District of Delaware to
borrow $30,000,000 on an interim basis from a syndicate of lenders
led by Wells Fargo Retail Finance LLC, as collateral and
administrative agent.

The Debtors will use the money for working capital and general
corporate purposes.

The $30,000,000 secured credit facility arranged by Wells Fargo
will mature June 3, 2008, unless the Debtors deliver to the DIP
Lenders a plan of reorganization within that time.

The DIP Lenders also require the Debtors to obtain final approval
of their DIP Motion by March 3.

The DIP loan will be secured by first priority, valid, priming,
perfected and enforceable liens on the Debtors' assets.  The liens
do not include any recoveries the Debtors may have under avoidance
actions brought pursuant to Section 549 of the Bankruptcy Code.

The DIP liens are subject to a carve-out for bankruptcy court
clerk fees, U.S. Trustee fees, and fees payable to bankruptcy
professionals retained in the Debtors' cases.

The Debtors will pay a host of fees, including a $300,000 closing
fee.

The Debtors also sought and obtained the Court's permission to use
cash collateral of their pre-bankruptcy lenders.

Wells Fargo, together with Ableco Finance LLC, extended secured
financing to the Debtors prior to their bankruptcy filing.  As of
their Feb. 3, 2008 filing, the Debtors owed:

   -- $23,164,019 under their revolving loan with Wells Fargo,
      including roughly $4,000,000 in letters of credit;

   -- $11,000,000 under a term loan with Wells Fargo; and

   -- roughly $44,800,000 in various term loans with Ableco.

The Debtors will grant the prepetition lenders replacement liens
as adequate protection for any diminution in value of those
lenders' interest in the collateral.

A hearing is scheduled for Feb. 28, to consider final approval of
the Debtors' request.

Riemer & Braunstein LLP, in Boston, and Richards Layton Finger in
Wilmington, Delaware, represent the DIP Lenders.

Klee Tuchin Bogdanoff & Stern LLP in Los Angeles and Pepper
Hamilton LLP in Wilmington represent the prepetiton collateral
agent.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture   
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WICKES FURNITURE: Wants Bid Procedures for Assets Sale Approved
---------------------------------------------------------------
Wickes Furniture Company Inc. and Wickes Holdings LLC ask the U.S.
Bankruptcy Court for the District of Delaware to approve bidding
procedures in connection with a sale of all or substantially all
of the Debtors' assets.

Additionally, the Debtors ask the Court to:

   i) authorize the Debtors to enter into stalking horse
      agreements with bidders in connection with the sale of
      substantially all of the Debtors' assets;

  ii) approve the payment of a break up fee of up to 3.0% of the
      purchase price of the stalking horse bidder, provided that
      in no event shall such breakup fee be payable if the
      stalking horse agreement contains a "due diligence" or
      financing contingency; and

iii) schedule auction and sale hearing dates.

Mr. Richard V. Clausing, senior vice president and chief financial
officer of Wickes Furniture Company Inc., told the Court that in
order to improve their liquidity position, the Debtors have
decided to sell:

   a) their inventory through the conduct of "going out of
      business" or store closing liquidation sale;

   b) some or all of their assets as a going concern; and

   c) certain select assets, such as their interest in
      intellectual property rights, non-residential real property
      leases or lease designation rights.

Mr. Clausing added that the proposed sale of the substantially all
of the Debtors' assets is in the best interest of the Debtors'
estates.

Wickes said in court papers that it could be headed for
liquidation if it is unable to find a buyer or investor, the
Chicago Tribune has noted.

All bids must be accompanied by a good faith deposit equal to 10%
of the bid's proposed purchase price in the form of a wire
transfer or certified or cashier's check.

The Debtors propose to hold auctions for each of the store closing
liquidation, going concern, and miscellaneous asset sales, on or
before Feb. 25, 2008.

All liens, claims and encumbrances on the assets sold by the
Debtors will be attached to the sale proceeds received by the  
Debtors, except to the extent that a purchaser agrees to take
title to such assets subject to such liens.

The Debtors proposed Feb. 28, 2008 to be the final sale hearing
for its assets.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture   
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and a debtor-affiliate filed for Chapter 11 protection
on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-10213).  Donald
J. Detweiler, Esq., at Greenberg Traurig LLP, is the Debtors'
proposed lead counsel.  When the Debtors filed for protection from
their creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million to
$100 million.


WICKES FURNITURE: Taps FTI's Buenzow as Restructuring Officer
-------------------------------------------------------------
Wickes Furniture Company and Wickes Holdings LLC ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ FTI Consulting Inc. as their restructuring advisors, nunc
pro tunc to Feb. 3, 2008.

Michael Buenzow, a senior managing director at FTI Consulting,
will serve as the Company's chief restructuring officer.

FTI Consulting will:

  a) provide interim management services to the Debtors, including
     a chief restructuring officer who will report directly to the
     Board;

  b) advise the Debtors with respect to cash management, including
     the evaluation of the Debtor's current liquidity position and
     expected future cash flows:

  c) assess the current situation in order to advise the Debtors
     as to a strategic alternative that will result in the highest
     and best recovery;

  d) advise and assist the company in developing, negotiating and
     executing plan of reorganization scenarios, section 363 sales
     or other potential sales of assets or business units;

  e) assist the Debtors in contingency planning, including the
     identification and review of debtor-in-possession, financing,
     negotiation with lenders, creditors and other parties-in-
     interest, and the valuation of businesses for the purposes of
     negotiation or a reorganization plan; and

  f) perform other services as requested or directed by the
     Debtors' Board of Directors and agreed to by FTI.

Mr. Buenzow bills $715 per hour.  Hourly rates for the firms'
other professionals are:

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

FTI has a $300,000 retainer for post-petition services to be
rendered.

Mr. Buenzow assures the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

Hearing on the the Debtors' request is scheduled for Feb. 26,
2008.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture   
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WICKES FURNITURE: Can Employ Epiq Bankruptcy as Claims Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Wickes Furniture Company LLC and Wickes Holdings LLC permission to
engage Epiq Bankruptcy Solutions LLC as their claims, noticing and
balloting agent, nunc pro tunc to Feb. 3, 2008.

As claims, noticing and balloting agent, Epiq Bankruptcy will:

  a) notify all potential creditors of the filing of the chapter
     11 petitions herein and of the setting of the first meeting
     of creditors, pursuant to section 341(a) of the Bankrupty
     Code;

  b) file affidavits of service for all mailing, including a copy
     of each notice, a list of persons to whom such notice was
     mailed, and the date mailed;

  c) prepare and maintain an official copy of the Debtors'  
     Schedules (listing creditors and amounts owed) and Statements
     of Financial Affairs;

  d) furnish a notice of the last date for the filing of proofs of
     claim and a form for filing a proof of claim to creditors and
     parties-in-interest;

  e) docket all claims filed and maintain the official claims
     register on behalf of the Clerk and provide to the Clerk an
     exact duplicate thereof;

  f) specify in the claims register for each claim docket (i) the
     claim number assigned, (ii) the date received, (iii) the name    
     and address of the claimant, (iv) the filed amount of the
     claim, if liquidated, and (v) the allowed amount of the
     claim;

  g) record all transfers of claims and provide notices of
     transfer as required pursuant to Bankruptcy Rule 3001(e);

  h) maintain the official mailing list for all entities who have
     filed proofs of claim;

  i) mail the Debtors' disclosure statement, plan, balots and any
     other related solicitation materials to holders of impaired
     claims and equity interests;

  j) receive and tally ballots and respond to inquiries respecting
     voting procedures and the solicitation of votes on the plan;

  k) provide any other distribution services as are necessary or
     required; and

  l) perform such other administrative and support services
     related to claims, noticing, docketing, solicitation and
     distribution as the Debtors or the Clerk's office may
     request.

As compensation for its services, subject to the Court's approval,
Epiq will charge its customary rates charged to bankruptcy
clients.
         
Mr. Daniel C, Elhinney, director of operations of Epiq Bankruptcy,
tells the Court that except with respect to a $25,000 prepetition
retainer, Epiq has not received any other payment in these cases.
   
Mr. Elhinney assured the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture   
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and a debtor-affiliate filed for Chapter 11 protection
on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-10213).  Donald
J. Detweiler, Esq., at Greenberg Traurig LLP, is the Debtors'
proposed lead counsel.  When the Debtors filed for protection from
their creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million to
$100 million.


WINDSTREAM CORP: Board Approves $400 Million Share Repurchase Plan
------------------------------------------------------------------
Windstream Corporation’s board of directors adopted a $400 million
share repurchase plan that will expire at the end of 2009.

Based on the closing stock price as of Feb. 7, 2008, the
repurchase plan would equate to approximately 8 percent of total
shares outstanding and reduce the dividend payout ratio by 300 to
400 basis points when completed.  Under the repurchase plan, the
company anticipates purchasing shares either in the open market or
through private transactions, in accordance with applicable
securities laws.  The timing and extent to which the company
repurchases its shares will depend upon market conditions and
other corporate considerations as may be considered in the
company’s sole discretion.  The program is scheduled to expire on
Dec. 31, 2009, unless extended by the board, but may be suspended
or discontinued at any time.  As of Dec. 31, 2007, Windstream had
454 million shares outstanding.

The company expects depreciation and amortization expense of
approximately $500 million to $505 million; cash interest of
approximately $410 million to $415 million; and a cash tax rate in
the low 30 percent range for 2008.

The company expects its dividend payout ratio to stay within a
range of 70 to 75 percent of free cash flow again in 2008, without
contemplating accretion from the authorized share repurchase
program.

“Windstream has quality operating assets with significant cash
generating capabilities that we believe can be sustained over a
long period of time," Jeff Gardner, president and chief executive
officer, said.  "We implemented several new operational
initiatives near the end of 2007 to provide even greater focus on
serving our customers and improving our competitiveness."

"As a result, we are optimistic about 2008,” Mr. Gardner stated.

                         About Windstream

Headquartered in Little Rock, Arkansas, Windstream Corporation
(NYSE:WIN) -- http://www.windstream.com-- formerly Valor  
Communications Group Inc. provides telecommunications services in
rural communities in the United States.  It owns subsidiaries that
provide local, long distance, network access, video services and
broadband and data services in 16 states.  Telecommunications
products are warehoused and sold by Windstream’s distribution
subsidiary.  A subsidiary also publishes telephone directories for
its affiliates and other independent telephone companies.  On
July 17, 2006, Alltel Corporation completed the spin-off of its
wireline telecommunications business to its stockholders and the
merger of that wireline business with Valor.  Subsequent to the
spin-off, it merged with and into Valor, with Valor continuing as
the surviving corporation.  The resulting company was renamed
Windstream.  On Dec. 12, 2006, it stated that it would split off
its directory publishing business.


WINDSTREAM CORP: Earns $583.6 Mil. for Quarter Ended Dec. 31, 2007
------------------------------------------------------------------
Windstream Corporation reported results of its fourth quarter and
full fiscal year operations.

For the quarter ended Dec. 31, 2007, the company generated
revenues and sales of $827.8 million compared to $827.6 million
for the same quarter in 2006, an increase of $0.2 million.  Net
income $583.6 million for quarter ended Dec. 31, 2007 compared to
$117.7 million of quarter ended Dec. 31, 2006, reflecting an
increase of $465.9 million.

For the twelve months ended Dec. 31, 2007, the company's total
revenues and sales is $3.3 billion, a $0.2 billion increase from
$3.0 billion of fiscal 2006.  Net income for fiscal 2007 is at
$0.9 billion, an increase of $0.4 billion, compared to fiscal 2006
ended Dec. 31 at $0.5 billion.

The company's consolidated balance sheet showed a total assets of
$8.2 billion, total liabilities of $7.5 billion and a total
shareholder's equity of $0.7 billion.

"Windstream delivered another quarter with solid financial
performance and industry leading operating metrics despite
gradually increasing competition," Jeff Gardner, president and
chief executive officer, said.  "We achieved revenue and operating
cash flow growth, on a pro forma basis, for the year and met the
financial guidance we provided in early 2007."

"Strategically, we nearly doubled our presence in North Carolina
with the acquisition of CT Communications and successfully split
off our directory publishing business to focus entirely on our
core communications and entertainment business," Mr. Gardner
continued.

Free cash flow, defined as net cash provided from operations less
capital expenditures, was $668 million, equating to a dividend
payout ratio of 71 percent.

               Fourth-quarter Operating Highlights

Windstream added more than 41,000 broadband customers during the
quarter, bringing its total broadband customer base to 871,000, a
28 percent increase, from a year ago and a 27 percent penetration
rate of total access lines.

Windstream added more than 18,000 digital TV customers, increasing
its total customer base to approximately 196,000, or 10 percent
penetration of primary residential lines.

Total access lines declined by roughly 38,000, or 4.6 percent
year-over-year, a 7,000 line improvement year-over-year in the
absolute lines lost.  Total lines at the end of the year were
3.2 million.

"Broadband growth in the quarter continued to outpace declines in
access lines, which slowed year-over-year, a notable
accomplishment in light of increasing voice competition in our
markets," Mr. Gardner stated.

                         About Windstream

Headquartered in Little Rock, Arkansas, Windstream Corporation
(NYSE:WIN) -- http://www.windstream.com-- formerly Valor  
Communications Group Inc. provides telecommunications services in
rural communities in the United States.  It owns subsidiaries that
provide local, long distance, network access, video services and
broadband and data services in 16 states.  Telecommunications
products are warehoused and sold by Windstream’s distribution
subsidiary.  A subsidiary also publishes telephone directories for
its affiliates and other independent telephone companies.  On
July 17, 2006, Alltel Corporation completed the spin-off of its
wireline telecommunications business to its stockholders and the
merger of that wireline business with Valor.  Subsequent to the
spin-off, it merged with and into Valor, with Valor continuing as
the surviving corporation.  The resulting company was renamed
Windstream.  On Dec. 12, 2006, it stated that it would split off
its directory publishing business.


WINDSTREAM CORP: Moody's Holds Ba2 Rating on $400MM Stock Buyback
-----------------------------------------------------------------
Moody's Investors Service has affirmed Windstream Corporation's
Ba2 corporate family rating, the individual debt ratings and the
SGL-1 rating, upon the Company's announcement that it will buy
back up to $400 million in stock over the next 24 months.  The
outlook remains stable.

Windstream 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.  The Company's
overall credit profile is expected to remain stable, driven by
improvements in its cost structure.  If the Company's additional
borrowings under the revolver exceed the expected temporary swings
for the announced buyback or to meet semi-annual interest
payments, the rating and/or the SGL score may come under greater
scrutiny.

The Ba2 corporate family rating reflects Windstream's high debt
levels and the expected downward pressure on wireline revenue and
cash flow growth in the future.  Due to the company's high
dividend payments, cash flows available for debt reduction are
likely to remain below 2% of total debt in the next two years, and
Moody's does not expect debt to decline below 3.5x EBITDA by the
end of 2009.  The ratings and the outlook benefit from the
stability of the company's operations, and management's track
record of delivering on expected results.

Windstream, headquartered in Little Rock, Arizona, provides
telecommunications services in 16 states with approximately
3.2 million access lines in service.


WINDSTREAM CORP: Fitch Rating Unmoved by $400M Stock Buyback Plan
-----------------------------------------------------------------
Fitch Ratings has affirmed Windstream Corporation's 'BB+' Issuer
Default Rating following its announcement to repurchase up to
$400 million of common stock over the next two years.  The Rating
Outlook is Stable.

Windstream's ratings incorporate expectations for Windstream to
generate strong operating cash flow, to maintain stable credit-
protection metrics and to have access to ample liquidity.  
Windstream's business profile should be relatively stable due to
its primarily rural operations.

The stock repurchase program is expected to be funded primarily
from free cash flows, and as a result, Fitch expects Windstream to
maintain a relatively stable leverage ratio, with debt-to-EBITDA
in the 3.2 times to 3.4x range over the next few years.  Fitch
forecasts that Windstream's dividend payout ratio as a percentage
of its net free cash flow will be in the 70%-75% range.  Liquidity
is supported by Windstream's $500 million revolving credit
facility, which will be in place until July 2011.  Debt maturities
in the next several years, including the required amortization of
its term credit facilities, are nominal.

Fitch believes that Windstream's rural footprint provides it with
modestly lower exposure to competition than the urban-based
regional Bell operating companies.  Thus far, Windstream's primary
competition has been from wireless and cable telephony
substitution for voice services, as well as cable modem
competition for its high-speed data services.  At the end 2007,
Fitch believes cable telephony reached approximately one-half of
Windstream's access lines.  To mitigate competitive pressures,
Windstream is growing revenue from new services, including the
continued deployment of high-speed data services, and by including
in its bundle satellite-provided video services through an
agreement with DISH Network Corporation.  Operating cash flows are
expected to be aided by the increased scale of the company, as the
integration of the predecessor companies-Alltel Wireline, Valor
and CT Communications, Inc.-produce synergies.

In addition to the effects of competition, Windstream is expected
to face some pressure on its Universal Service Fund receipts due
to the normal operations of the USF program and its potential
reform.

Windstream's credit facilities are secured by assets in a portion
of the regulated wireline business as well as by the assets of its
unregulated businesses.  Principal financial covenants in the
credit facilities require a minimum interest coverage ratio of
2.75x and a maximum leverage ratio of 4.5x.  There are limitations
on capital spending, and the dividend is limited to the sum of
excess free cash flow and net cash equity issuance proceeds
subject to pro forma leverage of 4.5x or less.

Fitch has affirmed these ratings:

Windstream Corporation:
  -- IDR 'BB+';
  -- Secured credit facility 'BBB-';
  -- Senior unsecured notes 'BB+'.

Valor Telecommunications Enterprises, LLC and Valor
Telecommunications Enterprises Finance Corp. (co-issuers):
  -- IDR 'BB+';
  -- Senior notes 'BBB-'.

Windstream Georgia Communications
  -- IDR 'BB+';
  -- Notes 'BBB-'.

Windstream Holdings of the Midwest
  -- IDR 'BB+';
  -- Notes 'BB+'.


YRC WORLDWIDE: Denies Report on Combining Yellow Trans and Roadway
------------------------------------------------------------------
YRC Worldwide Inc. commented on an article in the Feb. 4, 2008
edition of Transport Topics that inaccurately reported that "YRC
Worldwide intends to combine Yellow Transportation and Roadway
operations."  Transport Topics has indicated to YRC Worldwide that
it will print a correction of the inaccurate report in its next
published edition.

"Our strategy has been and continues to be to offer our customers
quality service and multiple capabilities through our well
established, separate brands," said Bill Zollars, Chairman,
President and CEO of YRC Worldwide.  "At no time have we stated an
intention to combine the operations of Yellow Transportation and
Roadway."

The company, in a recent analyst conference, stated that it is
working to integrate the technology platforms of Yellow
Transportation and Roadway to increase efficiencies, reduce costs
and enhance capabilities for its customers.  The company also
reported that it is working to combine during 2008 the corporate
sales channels of Yellow Transportation, Roadway and the YRC
Regional Transportation companies to provide its customers with a
single point of contact to access all of the capabilities of the
YRC Worldwide brands.

                        About YRC Worldwide

YRC Worldwide (Nasdaq: YRCW) -- http://www.yrcw.com/-- does  
business through two national less-than-truckload companies, YRC
National Transportation, which comprises the long-haul operations
that comprises the legacy Yellow and Roadway businesses (about 69%
of total FY 2007 revenue), and through YRC Regional
Transportation, a regional LTL business essentially comprising
YRC's acquired USF companies (about 25% of revenue).  Through its
YRC Logistics business unit, the company also offers logistics and
supply chain services.  YRC's broad service offering includes next
day and expedited service throughout most of the country.  
Headquartered in Overland Park, Kansas, YRC Worldwide employs
approximately 60,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Moody's Investors Service has affirmed the ratings of YRC
Worldwide Inc., Corporate Family Rating at Ba1.  In a related
action, Moody's has changed YRC's rating outlook to negative from
stable.  The outlook was changed in response to expectations of a
continued soft operating environment in the trucking sector, in
conjunction with weaker than expected operating results that the
company has recently announced for the fourth quarter of 2007.


YRC WORLDWIDE: To Close 27 Centers and Cut 1,100 Jobs at USF Units
------------------------------------------------------------------
USF Holland and USF Reddaway, subsidiaries of YRC Regional
Transportation, a subsidiary of YRC Worldwide Inc., told their
customers last week that the companies would be closing certain
service centers within their service territories.  The closings
are expected to occur on Feb. 22, 2008.

USF Holland will close six service centers located on the fringe
of its service territory.  The six facilities are located in
Albany, GA; Jackson, MS; Lumberton, NC; Little Rock, AR; Mobile,
AL; and Metter, GA.  USF Reddaway will close 21 service centers
located in Louisiana, New Mexico, Oklahoma and Texas.  Service
will still be available to these areas as indirect points through
other brands in YRC North American Transportation.

These actions are a significant component of the previously
announced $50 million profit improvement plan for YRC Regional
Transportation.  The companies expect to incur about $10 million
in total of one-time shutdown costs primarily related to cash
payments of $5 million for lease terminations and $5 million for
employee severance.  The majority of these charges are expected be
recognized in the first quarter of 2008.

According to The Kansas City Star reporter, Randolph Heaster, YRC
Worldwide will shut around 27 terminals, including 21 USF
terminals, and lay off at least 1,100 workers, consisting of 800
USF Reddaway and 300 USF Holland workers.

                        About YRC Worldwide

YRC Worldwide does business through two national less-than-
truckload companies, YRC National Transportation, which comprises
the long-haul operations that comprises the legacy Yellow and
Roadway businesses (about 69% of total FY 2007 revenue), and
through YRC Regional Transportation , a regional LTL business
essentially comprising YRC's acquired USF companies (about 25% of
revenue).  Through its YRC Logistics business unit, the company
also offers logistics and supply chain services.  YRC's broad
service offering includes next day and expedited service
throughout most of the country.  Headquartered in Overland Park,
Kansas, YRC Worldwide employs approximately 60,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Moody's Investors Service has affirmed the ratings of YRC
Worldwide Inc., Corporate Family Rating at Ba1.  In a related
action, Moody's has changed YRC's rating outlook to negative from
stable.  The outlook was changed in response to expectations of a
continued soft operating environment in the trucking sector, in
conjunction with weaker than expected operating results that the
company has recently announced for the fourth quarter of 2007.


* Fitch Says Problems in Private Mortgage Insurance to Continue
---------------------------------------------------------------
Fitch Ratings comments that continuing weakness in the U.S.
mortgage markets, driven mainly by marked deterioration in
performance in mortgages backed by subprime and reduced or limited
documentation borrowers, will continue to affect the U.S. private
mortgage insurance industry negatively in the years ahead.  While
the current situation was initially ignited in the subprime
mortgage sector, it has begun to spill over to other mortgage
asset classes, such as adjustable-rate, negative amortizing,
Alt-A, and second-lien mortgages.  The major factors driving the
deterioration in mortgage performance indicators has been the poor
underwriting process demonstrated by many mortgage lenders the
past few years, combined with the continued and accelerating
national home price decline which has eliminated the option to
sell or refinance a home to avoid foreclosure for many borrowers.  
Additionally, this phenomenon has created an incentive to 'walk
away' from mortgage debt for those borrowers whose current
estimated home values are below their current mortgage balances.  
Fraud has also played a key role.  These developments remain
especially relevant for mortgages originated in the past few
years.

The continued trouble in the U.S. mortgage market has led to sharp
increases in delinquencies for the mortgage insurers, particularly
for loans originated in the 2005-2007 vintage years.  With reduced
options to refinance or cure troubled credits, Fitch believes a
greater percentage of these delinquent borrowers will end up in
foreclosure in the years ahead, which will translate into higher
claims and losses over this time period.  Negative net income will
have a significant impact on the MI's ability to internally build
their capital bases over the next few years, which is of
particular concern given the likely costs and/or challenges to
raising external capital in this depressed market environment.

To assess the capital needs of MIs given the challenging
environment, Fitch utilizes a proprietary MI capital model that
factors in the necessary level of capital for a given rating level
based on the perceived risk of the underlying mortgages in a
company's insured portfolio.  Fitch has been further reviewing its
modeling approach to account for the perceived risk imbedded
within more recent vintage mortgages from 2005-2007.  To that
extent, Fitch has been studying the impact of upwardly revising
its modeled default and loss severity assumptions for mortgages
originated in the 2005-2007 vintage years.  This assessment has
allowed Fitch to analyze the resiliency of the mortgage insurers'
balance sheets to a wide variety of insured portfolio stresses.

These additional assessments, which are focused mainly on
stressing the performance of the 2005-2007 vintage years, has had
the effect of considerably raising the level of modeled losses
over and above what has previously been assumed.  Adjustments to
loss expectations for the most recent mortgage vintages is
consistent with the approach taken by Fitch's U.S. RMBS group in
assessing the risk of lower quality mortgages.

While all of the mortgage insurers rated by Fitch have been
affected by the deterioration in today's mortgage environment, the
extent of the trouble varies by company, as each insurer has
differing levels of exposure to product sectors, have participated
in certain business segments to varying degrees, and have
different organizational structures, with some benefiting from
diversified parent companies or from MI operations based in
international markets.

While the majority of the U.S. private mortgage insurance
industry's risk in force relates to mortgages that conform to
government sponsored entities underwriting guidelines, the
industry as a whole does have material exposure to non-conforming
loans, both in the subprime and Alt-A sectors, and in many cases
with the additional risk of untested loan products layered on top.  
A large portion of this exposure is housed through the MIs' bulk
and modified pool business lines.  Additionally, significant
portions of these non-conforming loans are geographically
concentrated in soft markets such as California and Florida, where
home price depreciation has been especially pronounced.  To be
sure, the national home price decline has had a negative impact on
mortgage performance across all sectors of insured loans within
the 2006 and 2007 vintages, not just higher-risk segments, and
this phenomenon has already led to significant increases in
reserves for all of the mortgage insurers.

It is expected that mortgage loans originated in 2008 and later
will perform better than the 2006 and 2007 vintages as a result of
the institution of stricter loan underwriting guidelines and
increased premium rates and, therefore, will be more profitable
for MIs.  However, the current stress being experienced across the
mortgage markets may prevent many of the MIs from effectively
taking advantage of these opportunities.  For one, the MI's
capital bases are expected to be reduced over the intermediate
term given projections of negative earnings until about the 2010
timeframe.  Second, with expectations for increased future
delinquencies and, subsequently, defaults, the amount of capital
required to support legacy books of business gets enlarged.

Partly offsetting significant increases in claims in the next few
years will be increased benefits to be received from excess of
loss reinsurance protection provided by lender captive mortgage
reinsurance companies.  These benefits are now expected to provide
material capital support to the U.S. MI companies given the
deterioration in the underwriting vintages from 2005-2007 which
will cause cumulative losses to penetrate well into the reinsured
layers of their traditional primary flow business.  That said, as
MI companies ultimately assume greater benefit from captive
reinsurers due to higher claims, the increase in future losses is
likely to be disproportionately derived from non-captive related
businesses, such as the bulk and modified pool business lines,
where the industry retains higher concentrations of at-risk
mortgages.

Fitch believes the parent companies of many of the monoline MI
providers could also be under stress over the intermediate to
longer term.  This is due to Fitch's expectation that parent
companies will likely provide future capital support to their
operating subsidiaries to support their existing and future books
of business, and any up-flow of dividends from the MI subsidiary
will likely be curtailed.  This could impact the debt servicing
capacity of the independent monoline holding companies negatively
in the years ahead.

In the near future, Fitch will be updating its current rating
views on each of the MI companies in the coverage universe.  The
views on each company will incorporate Fitch's qualitative
assessment of the MI companies' capital position under a range of
modeled stresses that have been performed, as well as other rating
factors.


* Moody's Comments on Stimulus Plan Impact on US Pay TV Industry
----------------------------------------------------------------
Moody's believes that the expected passage of a US economic
stimulus plan by the White House will have a positive near-term
timing impact on the media industry's most capital intensive
sectors - the pay TV industry.  However, the longer-term impact is
neutral as the timing benefit will reverse itself in later years.  
Only the three largest US cable companies - Comcast Corporation
(Baa2 senior unsecured credit rating), Time Warner Cable Inc.
(Baa2 senior unsecured credit rating), and Cox Communications Inc.
(Baa3 senior unsecured credit rating), - and the two direct
broadcast satellite pay TV providers - The DIRECTV Group Inc.
(DIRECTV Holdings LLC subsidiary has a Ba2 corporate family credit
rating), and Dish Network Corporation (Ba3 corporate family credit
rating), will benefit from the stimulus package.  The timing
benefit affects only companies that are presently tax payers, and
only the three investment grade credit-rated cable companies
listed above (as compared to their more leveraged speculative
grade rated peers), and the two speculative grade, but profitable
DBS companies are presently in tax paying positions.

The plan is expected to encourage capital spending and rewards
companies that are typically capital intensive.  The manner of
reward is by accelerating depreciation (for tax purposes as
opposed to GAAP purposes) of capital assets to be purchased in the
upcoming period as compared to the typical tax depreciation rates.   
This results in higher expenses and lower taxable income during
the acceleration period when calculating cash tax expenses.   
Ultimately, such acceleration does not change the overall tax
savings that a company should realize on a capital asset, but an
acceleration of the timing of tax savings.  If the asset were to
be purchased irrespective of the new tax relief, the same tax
savings would be spread over a longer period.  The impact in the
near term are lower effective tax rates, higher free cash flow
conversion of EBITDA.  Liquidity and leverage may be lower unless
the use of the higher free cash flow is spent on shareholder
friendly activities, or if the government's hopes that companies
will use the timing benefit of the savings to accelerate or raise
near-term spending are met.  Over a longer period, the impact of
the plan is neutral, as effective tax rates will be higher and
conversion of EBITDA to free cash flow will be lower as a result
of lower tax depreciation expenses for assets that were
depreciated more rapidly.


* Moody's Records 2007 Low Default Rates; Sharp Rise Expected
-------------------------------------------------------------
The global speculative-grade default rate forecasting model
predicts that the default rate will jump sharply to 4.6% by the
end of 2008, says Moody's Investors Service in its annual global
corporate default study.  At the end of 2008, the speculative-
grade default rate is expected to be near its long-run historical
average of approximately 4.5%.

The default rate for all Moody's-rated corporate issuers fell to
0.31% in 2007 from 0.61% in 2006, marking the sixth consecutive
annual decline and its lowest level since 1981.

"The corporate default environment remained surprisingly benign in
2007 despite turbulence in the credit markets initiated by high
defaults in the U.S. sub-prime mortgage sector," says Kenneth
Emery, Moody's Director of Corporate Default Research.  "The vast
majority of corporate issuers were able to make their debt service
payments in 2007 and few faced the daunting prospect of accessing
the credit markets in the latter half of the year."

Moody's global speculative-grade corporate default rate finished
at 0.91% in 2007, down approximately 48% from last year's level of
1.74%, and the lowest year-end level since 1981.  Since 1983,
Moody's annual default rate for speculative-grade corporate
issuers has averaged 4.48% per year, with the annual peak in 2001
at 9.98% and the trough in 2007 at 0.91%.

Although default rates reached record lows in 2007, Moody's
believes those lows mark the bottom of the current credit cycle
with default rates expected to climb sharply in 2008.  "Weaker
global macroeconomic conditions, widening credit spreads and
tougher corporate underwriting standards will put upward pressure
on default rates in 2007," says Emery.

Worldwide, 15 of this year's defaulters were North American
issuers (14 in the US and 1 in Canada) with bond and loan volume
totaling $5.9 billion.  The remaining defaulters were domiciled in
Western Europe, affecting a total of $0.8 billion in debt.

The troubled retail industry was the most affected in 2007, as
measured by both default counts and volume, with 3 issuers
defaulting on a total of $1.4 billion in debt.  Movie Gallery,
Inc. was the largest defaulter in 2007 and the only defaulter with
more than $1.0 billion in defaulted debt.

Measured on a dollar volume basis, Moody's global speculative-
grade bond default rate ended 2007 at 0.60%, over 40% down from
1.05% in 2006.  Among all Moody's-rated issuers, the volume-
weighted default rate dropped to 0.12% in 2007 from 0.21% in 2006.

In all, 18 Moody's-rated corporate issuers defaulted on a total of
$4.5 billion of bonds and $2.0 billion of loans in 2007, down from
32 defaulters and $10.4 billion in debt in 2006.  Including
Schefenacker AG, a 2006 loan defaulter whose bonds did not default
until 2007, 19 issuers defaulted on bond volume totaling
$4.7 billion.

On Feb. 7, Moody's reported that its global speculative-grade
default rate reached 1.1% at the end of January, up from a revised
closing level of 0.9% for 2007.  The recent increase comes off of
a two-decade record low level reached in November 2007, when the
speculative-grade default rate came in just below 0.9%.

"January is the second consecutive month in which the speculative-
grade default rate has now increased," Emery said at that time.  
In January 2007, the global spec-grade default rate was at 1.8%.

Moody's default rate forecasting model predicts that the global
speculative-grade default rate will increase to 4.8% by January
2009.

Across industries, Moody's default rate forecasting model
indicates that the Construction and Building sector will be the
most troubled industry among U.S. issuers over the next 12 months.

Moody's speculative-grade corporate distress index, which measures
the percentage of rated issuers that have debt trading at
distressed levels, reached 18.8% in January, the highest level
since November 2002.  The index has been increasing sharply since
last summer when it had been fluctuating in the 2.0% range during
the first half of 2007.

In last week's report, Moody's said seven Moody's-rated corporate
issuers defaulted in January, the highest default count in a month
since 2004.  In 2007, the average default count was only 1.5
issuers per month for a total of 18 defaulters.  Of the seven
defaulters in January, six were by U.S. issuers and the other was
domiciled in Canada.


* Moody's and S&P Trying to Patch Up Torn Credibility
-----------------------------------------------------
Proposals to beef up Moody's Corp. and Standard & Poor's credit
rating credibility fell on doubtful ears as the rating companies
continue to rally back confidence on their ratings, Julie Creswell
and Vikas Bajaj of The New York Times report.

Andrew M. Cuomo, the Attorney General of New York, said that his
office is continuing to ascertain whether or not the companies
were informed of current "specific" risks of home mortgages, and
how they were able to assign "AAA" ratings to home mortgage-backed
bonds.  "Both S&P and Moody's are attempting to make piecemeal
change that seems more like public relations window dressing than
systemic reform," the Times quoted Mr. Cuomo as saying.  Mr. Cuomo
however, has not filed any charges against the firms, the Times
says.

The U.S. Securities and Exchange Commission are also investigating
the rating firms, the Times says.

Since the collapse of Enron and other U.S. municipalities, the
agencies' ratings had come under fire, with debt-issuing entities
questioning the quality of their research, relates the Times.  
Sean Egan, at Egan-Jones Ratings, told the Times, "This time we're
seeing a breakdown in trust . . . [B]ecause a number of ratings
have been cut from a very high level to an extremely low level in
a very short period of time, buyers don't trust the ratings that
are in the market."

According to the Times, S&P's measures include, among others:

   a) knowing more about issuers' and originators' processes used
      to check the accuracy of their data;

   b) employing an ombudsman to handle complaints; and

   c) employing firms that will check the handling of conflicts of
      interest within the agency.

On the technical side, Moody's is planning to add a prefix of
".sf" to their ratings on structured-finance bonds, in order to
distinguish these from other same-rated bonds.


* S&P Downgrades 63 Tranches' Ratings From 10 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 63
tranches from 10 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P removed the
ratings from CreditWatch negative.  The downgraded tranches have a
total issuance amount of $5.218 billion.  All of the affected
transactions are mezzanine structured finance CDOs of asset-backed
securities, which are CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage backed securities and
other SF securities.  The transactions below are, S&P believes,
among the CDOs most affected by the recent RMBS rating actions.   
Thus, the results for these deals may not necessarily be
indicative of the outcomes we expect for all of the remaining
mezzanine SF CDOs of ABS with ratings currently on CreditWatch
negative.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on subprime RMBS
securities.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
has lowered its ratings on 1,473 tranches from 427 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 2,510 ratings from 618 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected CDO tranches represent an issuance amount of
$342.0350 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.

                   Rating and CreditWatch Actions

                                             Rating
                                             ------
   Transaction                    Class   To       From
   -----------                    -----   --       ----
ACA ABS 2006-1 Ltd                A-1LA   BB       AA+/Watch Neg
ACA ABS 2006-1 Ltd                A-1LB   B-       A-/Watch Neg
ACA ABS 2006-1 Ltd                A-2L    CCC-     B+/Watch Neg
E*Trade ABS CDO VI Ltd            A-1J    CCC+     AA-/Watch Neg
E*Trade ABS CDO VI Ltd            A-1S    B        AAA/Watch Neg
E*Trade ABS CDO VI Ltd            A-2     CCC-     A-/Watch Neg
E*Trade ABS CDO VI Ltd            A-3     CC       BB/Watch Neg
E*Trade ABS CDO VI Ltd            B-1     CC       CCC/Watch Neg
Fourth Street Funding Ltd.        A-1     BB+      AAA/Watch Neg
Fourth Street Funding Ltd.        A-2     CCC+     AAA/Watch Neg
Fourth Street Funding Ltd.        A-3     CCC      AA+/Watch Neg
Fourth Street Funding Ltd.        B       CCC-     A+/Watch Neg
Fourth Street Funding Ltd.        C       CCC-     BBB+/Watch Neg
Fourth Street Funding Ltd.        D       CC       BBB-/Watch Neg
Fourth Street Funding Ltd.        E       CC       B/Watch Neg
Fourth Street Funding Ltd.        F       CC       CCC/Watch Neg
Glacier Funding CDO V Ltd         A-1     B-       AAA/Watch Neg
Glacier Funding CDO V Ltd         A-2     CCC-     AAA/Watch Neg
Glacier Funding CDO V Ltd         A-3     CC       AA/Watch Neg
Glacier Funding CDO V Ltd         B       CC       BBB+/Watch Neg
Glacier Funding CDO V Ltd         C       CC       BBB-/Watch Neg
Glacier Funding CDO V Ltd         D       CC       B+/Watch Neg
Glacier Funding CDO V Ltd         G       CC       CCC-/Watch Neg
Kleros Real Estate CDO III Ltd.   A-1A    B+       AAA/Watch Neg
Kleros Real Estate CDO III Ltd.   A-1B    CCC+     AAA/Watch Neg
Kleros Real Estate CDO III Ltd.   A-2     CCC-     A+/Watch Neg
Kleros Real Estate CDO III Ltd.   A-3     CC       A-/Watch Neg
Kleros Real Estate CDO III Ltd.   B       CC       BB-/Watch Neg
Kleros Real Estate CDO III Ltd.   C       CC       B/Watch Neg
Longstreet CDO I Ltd.             A-1     BB-      AAA/Watch Neg
Longstreet CDO I Ltd.             A-2     CCC+     AA/Watch Neg
Longstreet CDO I Ltd.             B       CCC-     A-/Watch Neg
Longstreet CDO I Ltd.             C       CC       BBB+/Watch Neg
Longstreet CDO I Ltd.             D       CC       BB+/Watch Neg
Longstreet CDO I Ltd.             E       CC       B/Watch Neg
Longstreet CDO I Ltd.             F       CC       CCC-/Watch Neg
Sherwood III ABS CDO Ltd          A1J     CCC-     AA+/Watch Neg
Sherwood III ABS CDO Ltd          A1SA    BB+      AAA/Watch Neg
Sherwood III ABS CDO Ltd          A1SB    BB+      AAA/Watch Neg
Sherwood III ABS CDO Ltd          A2      CC       BBB/Watch Neg
Sherwood III ABS CDO Ltd          A3      CC       B/Watch Neg
Sherwood III ABS CDO Ltd          B       CC       CCC/Watch Neg
Sherwood III ABS CDO Ltd          C       CC       CCC-/Watch Neg
STACK 2007-2 Ltd.                 A-1     B        AAA/Watch Neg
STACK 2007-2 Ltd.                 A-2     CCC+     AAA/Watch Neg
STACK 2007-2 Ltd.                 B       CCC-     AA-/Watch Neg
STACK 2007-2 Ltd.                 C       CC       BBB/Watch Neg
STACK 2007-2 Ltd.                 D       CC       BB/Watch Neg
STACK 2007-2 Ltd.                 E       CC       B+/Watch Neg
Vertical ABS CDO 2007-2 Ltd.      A1J     CCC      AAA/Watch Neg
Vertical ABS CDO 2007-2 Ltd.      A1S     B+       AAA/Watch Neg
Vertical ABS CDO 2007-2 Ltd.      A2      CCC-     AA/Watch Neg
Vertical ABS CDO 2007-2 Ltd.      A3      CCC-     BBB+/Watch Neg
Vertical ABS CDO 2007-2 Ltd       B       CC       BB+/Watch Neg
Vertical ABS CDO 2007-2 Ltd       X       AA-      AAA/Watch Neg
Western Springs CDO Ltd.          A-1     BB       AAA/Watch Neg
Western Springs CDO Ltd.          A-2     CCC+     AAA/Watch Neg
Western Springs CDO Ltd.          A-3     CCC-     AAA/Watch Neg
Western Springs CDO Ltd.          B       CC       AA/Watch Neg
Western Springs CDO Ltd.          C       CC       AA-/Watch Neg
Western Springs CDO Ltd.          D       CC       A/Watch Neg
Western Springs CDO Ltd.          E       CC       BBB/Watch Neg
Western Springs CDO Ltd.          F       CC       BBB-/Watch Neg

                    Other Outstanding Ratings

      Transaction                      Class        Rating
      -----------                      -----        ------
      ACA ABS 2006-1 Ltd               A-3L         CC
      ACA ABS 2006-1 Ltd               B-1L         CC
      E*Trade ABS CDO VI Ltd           B-2          CC
      Glacier Funding CDO V Ltd        E            CC
      Glacier Funding CDO V Ltd        F            CC
      Longstreet CDO I Ltd.            G            CC


* SEC Plans to Require Rating Firms to Disclose Past Performance
----------------------------------------------------------------
Kara Scannell of The Wall Street Journal reports on Feb. 9 that
the Securities and Exchange Commission plans to propose rules that
will require credit-ratings firms to disclose the accuracy of past
ratings and distinguish between various products they rate.

The plan came after criticisms emerged that rating firms have
given excessive ratings for various bonds backed by subprime
mortgages and to collateralized debt obligations that heavily
invested in mortgage instruments.  The ratings were later
downgraded, resulting to billions of dollars in write-offs at
financial firms.

According to Ms. Scannell, under the plan disclosed by SEC
Chairman Christopher Cox, "the potential rules "would require
credit-rating agencies to make disclosures surrounding past
ratings in a format that would improve the comparability of track
records and promote competitive assessments of the accuracy of
past ratings."

Ms. Scannell further stated that the SEC may also require firms to
provide the percentage of rated securities that default, or the
number of ratings that resulted in upgrades and downgrades, or how
quickly ratings firms change their scores.

The aim of the planned rules, according to Mr. Cox, would be to
foster "healthy competition" that could involve highlighting and
rewarding "successful past performance to punish chronically poor
and unreliable ratings."


* Outreach Housing Helps 'In-Default' Homeowners Sue Lenders
------------------------------------------------------------
Just one month ago, Outreach Housing LLC unveiled its initiative -
a loss-mitigation organization specializing in assisting victims
of the self-enriching lending industry.  Since then, nearly 500
case files referencing lender violations have been filed on
behalf of homeowners currently being threatened with foreclosure,
thanks to the coordinated legal and mediations services of
Outreach Housing.  Today, 100% of these enrolled homeowners still
own their homes.

Blair Wright, director of Outreach Housing, agrees with statements
made by Edward M. Gramlich, former Federal Reserve governor, when
he warned nearly seven years ago that a fast-growing new breed of
lenders was luring many people into risky mortgages they could not
afford.

"Why are the most risky loan products sold to the least
sophisticated borrowers?"  Mr. Gramlich asked in a speech he
prepared last August for a Federal Reserve symposium.  "The
question answers itself - the least sophisticated borrowers
are probably duped into taking these products."

According to Mr. Wright, borrowers who don't have the resources to
qualify for these loans have been "taken" by overpriced lending
terms that have now led to the loss of equity through the
foreclosure process and have destroyed the homeowner's credit,
wrecking the homeowner's chances of being able to purchase a
future home.

"Despite the mortgage lender's fiduciary responsibilities to our
communities, they have recklessly promoted 'defective products'
that were destined to fail," Mr. Wright said.  "This is truly the
'Great American Rip-Off.'  People not personally facing
foreclosure should be concerned about this because these lender
violations are directly contributing to the nation's miserable
real- estate market and depleting values," he says.

The case files included 494 homeowners, who either were or are
currently in-default on mortgages, and include those who had
foreclosure sale dates scheduled.  In analyzing the files,
Outreach Housing has outlined lender violations in respect to
federal lending acts and regulations.  Cases include the
exercising of a homeowner's right to cancel the mortgage
transaction with additional claims for broker fraud, violations of
the Truth-in-Lending Act, Real Estate Settlement Procedures Act,
and Deceptive and Unfair Trade Practices Act.

"Sophisticated lenders and their representatives have made false
and misleading statements about the nature of these defective loan
transactions and covered up the fraud by not abiding by the
required TILA and RESPA regulations," Mr. Wright said.  "Failure
to meet the requirements regulations can extend right-of-
rescission up to three years from the loan closing date."

Joining the litigation efforts of Outreach Housing are attorney H.
Richard Bisbee, former deputy general counsel, chief
administrative counsel and chief banking counsel for the Florida
Department of Banking and Finance, and attorney William Reeves,
former director, general counsel and chief trial counsel for the
Florida Department of Banking and Finance.

                    About Outreach Housing LLC

Outreach Housing LLC -- http://outreachhousing.org/-- is a  
grassroots organization that helps homeowners fend off aggressive
mortgage lenders and defend themselves in the event of erroneous
lender practices.  Outreach Housing comprises several teams,
including loss mitigation experts, mortgage analysts and legal
support groups involving a network of 3000 attorneys, which
together deliver a counter- offensive approach to homeowners
facing foreclosure.  Offering resources to address $1.2 billion in
defensive relief, Outreach Housing provides lending-industry
victims a defensive solution, which enables them to avoid
foreclosure and keep their homes.


* Barbara Hart & Anne Penachio Join Lowey Dannenberg
----------------------------------------------------
Lowey Dannenberg has accepted Barbara J. Hart, Esq. and Anne
Penachio, Esq. into their ranks, and has changed its name to Lowey
Dannenberg Cohen & Hart, P.C.

A nationally recognized litigator, Hart concentrates her practice
in complex class action litigation, representing institutional
clients in a broad range of matters with particular emphasis on
securities and antitrust litigation.  Hart will lead the firm's
securities litigation practice.

Hart has recovered in excess of one billion dollars on behalf of
her clients, and gained national acclaim as lead counsel in
precedent-setting securities class action cases, including In re
Waste Management Securities Litigation, which settled for $457
million, and In re El Paso Corporation Securities Litigation,
which settled for $285 million.  In 2007, Hart was lead trial
counsel for the Connecticut Retirement Plans and Trust Funds in
the JDS Uniphase Securities Litigation case.  She is currently co-
lead counsel in the In re Air Cargo Antitrust Litigation, which
alleges an international cartel among freight carriers.

A frequent lecturer, Hart has spoken before the Council of
Institutional Investors, The Federalist Society, the New York Bar
Association, The Institute for Law and Economic Policy, the Public
Funds Forum and the Practicing Law Institute.

Hart earned her undergraduate degree from Vanderbilt University
(B.A., 1982) and a master's degree from the University of North
Carolina (1987).  She graduated from Fordham University School of
Law in 1992 where she was a member of the Law Review.

Anne Penachio is a leading bankruptcy and commercial litigation
attorney who will lead the firm's new bankruptcy and creditor's
rights practice.

Penachio is a former law clerk to the Honorable Howard
Schwartzberg, U.S. Bankruptcy Judge for the Southern District of
New York.  After that, she was associated with Curtis, Mallet-
Prevost, Colt & Mosle before opening a solo practice.

Some of the notable bankruptcy proceedings she has worked on
include the following: In re Thomson McKinnon Securities and
Thomson Advisory Group, Inc.; In re Fundamental Brokers, Inc.; In
re Park South Securities, LLC; In re McClelland Food Management
Group, LLC; and Metromedia Fiber National Network et al.

Penachio is a 1991 graduate of Fordham College (B.A., cum laude,
1988) and Fordham Law School (J.D. 1991).

"We are thrilled to grow our law firm through the addition of two
such accomplished lawyers," said Lowey Dannenberg founder and
chairman Stephen Lowey.  "Barbara Hart is well known among the top
echelons of the commercial litigation bar nationally for her many
significant accomplishments.  To have a lawyer of her stature and
experience is an enormous plus for our law firm."

Lowey added, "Anne Penachio brings new capabilities to our firm.
So much of modern commercial litigation requires bankruptcy law
abilities and knowledge and now we have one of best lawyers in the
field."

Based in White Plains, New York, Lowey Dannenberg Cohen & Hart,
P.C. -- http://www.lowey.com/-- has represented sophisticated  
clients in complex litigation for more than 40 years.  The firm's
principal fields of practice are investor representation,
healthcare cost recovery, antitrust, bankruptcy and creditors
rights, and consumer protection.


* McDermott Launches Subprime & Credit Markets Practice Group
-------------------------------------------------------------
McDermott Will & Emery will create a Subprime & Credit Markets
Practice Group to serve clients' various needs arising from the
repricings in the subprime debt markets.

The group will comprise 40 partners and 90 lawyers from
McDermott's U.S., London and European offices.  The group is led
in New York by head of structured finance Thomas McGavin and in
London by co-head of structured finance Nick Terras.

The group will advise the Firm's banking and financial services
clients, investment and pension funds, corporates and government
agencies on issues relating to structured finance and derivatives,
corporate restructuring and workouts, litigation and dispute
resolution, taxation, civil and criminal regulatory
investigations, government and legislative policy.

Commenting on the group, Mr. McGavin said, "The challenging
conditions in the global debt markets raise complex legal,
regulatory and commercial issues for many of the Firm's clients.  
In response to this demand, we have developed this integrated
group which operates on a transatlantic basis to help clients
manage the impact of these issues on their businesses."

In London, Mr. Terras  added, "The team we have assembled combines
the skills required to provide clients with a comprehensive
analysis of their risk and exposure to potential debt market
fallout issues arising from UK, U.S. and cross-border
transactions, restructuring, litigation and regulatory
investigation."

McDermott Will & Emery is an international law firm with a
diversified business practice.  Numbering more than 1,100 lawyers,
the firm has offices in Boston, Brussels, Chicago, Dusseldorf,
London, Los Angeles, Miami, Munich, New York, Orange County, Rome,
San Diego, Silicon Valley and Washington, D.C., and has a
strategic alliance with MWE China Law Offices in Shanghai.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (113)       1,025       22
Sipex Corp              SIPX        (18)          44        2
Sirius  Satellite       SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
UST Inc.                UST        (292)       1,461      446
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
WR Grace & Co.          GRA        (383)       3,871   (1,057)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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 ***