TCR_Public/080307.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 7, 2008, Vol. 12, No. 57

                             Headlines

AAR CORP: To Merge Acquired Avborne with MRO Segment in Miami
AMBAC FINANCIAL: Offering Can Retain 'Aaa' Rating, Says Moody's
ANF DEER CREEK: Case Summary & 21 Largest Unsecured Creditors
ATLANTIS PLASTICS: Moody's Puts Probability of Default at Ca/LD
BAYOU GROUP: 47 Investors Face Lawsuits Over Fraudulent Transfers

BEAZER HOMES: Weak Performance Cues Fitch to Chip Ratings
BLUE WATER: Gets Interim OK to Borrow $27.5MM from Citizens Bank
BLUE WATER: Creditors Panel Wants Interim DIP Order Vacated
BLUE WATER: Sec. 341 Meeting of Creditors Set for March 24
BLUE WATER: Seeks Authority to Assume Molding Contracts

BLUE WATER: CIT Entities Wants Adequate Protection Payments
BRODERICK CDO: Moody's Downgrades Ratings on Eight Note Classes
CHAMP CAR: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Plastech Agrees to Continue Supply Until March 17
CIRRUS LOGIC: Investigation of Stock Option Practices Completed

CMS ENERGY: Net Loss Increases to $227MM in Year Ended December 31
CORNERSTONE MINISTRIES: U.S. Trustee, Panel Want Full Disclosure
CORNERSTONE MINISTRIES: U.S. Trustee Appoints Seven-Member Panel
COUNTRYWIDE FIN'L: Court Says "Negligent Bungling" Not "Bad Faith"
COUNTRYWIDE FINANCIAL: BofA Says Deal Will Go On Despite Worries

COUNTRYWIDE FINANCIAL: Sued Again by U.S. Trustee in Miami Case
CATHOLIC CHURCH: Davenport's Disclosure Statement Needs Revision
DOV PHARMA: Sells Future Royalties on Bicifadine for $1.6 Mil.
EMC MORTGAGE: Fitch Downgrades Ratings on 20 Certificate Classes
INYX USA: Disclosure Statement Doesn't Say Much for Creditors

FAIRPOINT COMM: Paying $0.39781/Share Dividend on April 16
FIRST FRANKLIN: Mortgage Origination Biz Halted
FORTUNOFF: Gets Final Nod on Togut Segal & Skadden Arp's Retention
FORTUNOFF: Court Gives Final Nod on FTI Consulting's Retention
FORTUNOFF: Landlords Balk at Assignment of Leases to New Owner

GOODYEAR TIRE: Cost, Debt Reduction Prompts Fitch to Lift Ratings
GSC ABS: Moody's Junks 'Aa2' Rating on $96 Million Notes  
HARTSHORNE CDO: Moody's Junks Rating on $133 Mil. Notes From 'B2'
INGEAR CORP: Wants to Hire Harney Management as Financial Advisor
INVERNESS MEDICAL: Plans to Close Unipath Operations in England

IRIDIUM SATELLITE: Moody's Raises Corporate Family Rating to 'B2'
ISLE OF CAPRI: Appoints Jim Perry as Chief Executive Officer
ISLE OF CAPRI: Posts $14 Mil. Net Loss in Quarter Ended January 27
JUPITER HIGH: Moody's Junks Rating on $150 Million Notes From 'A2'
JUPITER HIGH: Moody's Junks Rating on $150 Million Notes From 'A2'

KEY DEVELOPERS: Voluntary Chapter 11 Case Summary
KURLEMANN BUILDERS: Commences Chapter 7 Liquidation in Ohio
MANCHESTER INC: Gets Interim Court Nod on Cash Collataral Use
MCCALL CITY: Allowed to Issue Bonds; Contempt Hearing Called Off
MIAMI BEACH FLA: Moody's Cuts Rating on Revenue Bonds to 'Ba2'

MOST HOME: Receives $350,000 in Private Placement of Common Shares
NATIONAL BEEF: Moody's Holds 'B2' Ratings; Changes Outlook to Neg
NORTH AMERICAN SCIENTIFIC: James Klinger Resigns as CFO
OKO-MED DOWNTOWN: Voluntary Chapter 11 Case Summary
OZYMANDIUS LP: Court OKs $5.6 Mil. Kress Sale to Sound Warehouse

PASA FUNDING: Moody's Reviews Ratings of Four Note Classes
PASCACK VALLEY: Sells Assets For $45 Million to HUMC/Touro LLC
PFP HOLDINGS: Wants to Hire Michael W. Carmel as Conflict Counsel
PILGRIM'S PRIDE: Board Names J. Clinton Rivers as President & CEO
PINNACLE POINT: Moody's Downgrades Ratings on Poor Credit Quality

PLASTECH ENGINEERED: Supply Agreement Stretched to March 17
PRB ENERGY: Case Summary & 63 Largest Unsecured Creditors
QUAKER FABRIC: Can File Chapter 11 Plan Until March 19 Says Court
QUEBECOR WORLD: Cuts 30 Positions at Merced, California Facility
QUEBECOR WORLD: Seeks OK to Pay Non-Worker Sales Commissions

QUEBECOR WORLD: NFR Wants Stay Lifted and Base Contract Terminated
R&B CONSTRUCTION: May Employ Chamberlain Hrdlicka as Attorneys
REGAL ENTERTAINMENT: Fitch Assigns 'B-/RR6' Rating on $190MM Notes
REGAL ENTERTAINMENT: Prices $190 Mil. Offering of Senior Notes
RJ GROOVER: Case Summary & 13 Largest Unsecured Creditors

R SCOTT FORD: Case Summary & 15 Largest Unsecured Creditors
SAN PERMIS: Case Summary & 20 Largest Unsecured Creditors
SECURITY CAPITAL: Files Notice of Late Filing With SEC on Form 10K
SECURITY CAPITAL: 10-K Filing Delay Cues Moody's to Review Ratings
SHARPER IMAGE: To Liquidate Underperforming Stores; Bids Due Today

SIRVA INC: Court Oks Motion to Approve Equity Trading Restrictions
SMITHFIELD FOODS: Moody's Holds Ba2 Ratings on $565 Mil. JBS Deal
SMITHFIELD FOODS: Sells Beef Processing Unit to JBS for $565 Mil.
SOUNDVIEW HOME: Fitch Puts 'B' Rated $2.6MM Cert. Under Neg. Watch
SOUNDVIEW HOME: Fitch Chips Ratings on $3.4 Billion Certificates

STOCKTON CDO: $81 Mil. Notes Get Moody's Junk Rating
TAHOMA CDO: Eroding Credit Quality Prompts Moody's Rating Reviews
TEMBEC INC: DBRS Rating at D on Failure to Complete Exchange Offer
TROPICANA ENT: Appeals New Jersey Casino Commission's Verdict
TROPICANA ENT: Moody's Pares Corp. Family Rating to Caa3 From Caa1

TYCO INTERNATIONAL: Sells Nippon Dry to Daiwa Securities' Unit
US ENERGY: Gets Court Final Approval to Access Cash Collateral
VESTA INSURANCE: FSIA Liquidation Voting Deadline Set to March 18
VESTA INSURANCE: FSIA's Solicitation Period Extended to May 19
WAMU ASSET-BACKED: Fitch Lowers Ratings on $2.3 Bil. Certificates

WASTE SERVICES: Completes $57 Mil. Sale of Jacksonville Assets

* Fitch Details Its Negative Outlook on US Title Insurers

* Hugh McDonald Joins Thacher Proffitt as Bankruptcy Partner
* KCP Advisory Appoints Jacen A. Dinoff as Principal and CEO
* McGuireWoods and Helms Mulliss to Combine Into 900-Lawyer Firm

* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors

                             *********

100 KING: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 100 King LC
        101 South Union Street
        Alexandria, VA 22314

Bankruptcy Case No.: 08-11068

Chapter 11 Petition Date: March 4, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven H. Greenfeld, Esq.
Cohen Baldinger & Greenfeld LLC
                  7910 Woodmont Avenue
                  Suite 760
                  Bethesda, MD 20814
                  Tel: 301-881-8300
                  Fax: 301-881-8350
                  steveng@cohenbaldinger.com

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

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

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Peter Mallios                                      $800,000
12606 Hill Creek Lane
Potomac, MD 20854

BB & T
1909 K. Street, NW                                 $586,166
Second Floor
Washington, DC 20006

American Energy Restaurant                         $286,816
Equipment
7538 Fullerton Court
Springfield, VA 221153

Genops Construction                                $75,000

City of Alexandria                                 $38,810


AAR CORP: To Merge Acquired Avborne with MRO Segment in Miami
-------------------------------------------------------------
AAR Corp. completed the acquisition of Avborne Heavy Maintenance
Inc.  The acquired business will operate as part of the company's
Maintenance, Repair and Overhaul segment as AAR Aircraft Services
- Miami.

The acquisition significantly increases the company's MRO
capacity, workforce and capabilities.  The move adds 226,000
square feet of modern hangar space at Miami International Airport
and 467 aviation maintenance technicians, increasing AAR's hangar
space by 22% and bringing the total number of AMTs at AAR to more
than 2,000.

"We're very impressed with the strong management team, skilled
workforce and the high levels of customer satisfaction that
they've achieved at Avborne," David P. Storch, chairman and chief
executive officer of AAR CORP.  

"The acquisition expands our capacity and capabilities at a time
when airlines are seeking ways to operate more efficiently, lower
their operating expenses and combat the rising cost of fuel," said
Mr. Storch.

               About Avborne Heavy Maintenance Inc.

Avborne Heavy Maintenance Inc. is an independent provider of
aircraft heavy maintenance checks, modifications and painting
services located in Miami, Florida.  Founded in 1985, Avborne
performs heavy maintenance on both Airbus and Boeing aircraft at
its 226,000 square-foot hangar, located at Miami International
Airport.  The Avborne facility is capable of accommodating up to
three wide-body aircraft or nine narrow-body aircraft,
simultaneously.

                         About AAR Corp.

Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) --
http://www.aarcorp.com/-- provides products and services to the
worldwide aerospace and defense industry.  With facilities and
sales locations around the world, AAR uses its business model to
serve aviation and defense customers through four operating
segments: aviation supply chain; maintenance, repair and overhaul;
structures and systems and aircraft sales and leasing.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB' rating to AAR
Corp.'s proposed $175 million of convertible senior unsecured
notes to be issued in two equal tranches: $87.5 million notes due
2014 and $87.5 million notes due 2016.  At the same time, S&P
affirmed its ratings, including the 'BB' corporate credit rating,
on the company.  The outlook is stable.


AES-STELLAR INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: AES-Stellar Inc.
        14012 Califa Street
        Van Nuys, CA 91401

Bankruptcy Case No.: 08-11309

Chapter 11 Petition Date: March 4, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Yaspan & Thau
                  21700 Oxnard Street Ste. 1750
                  Woodland Hills, CA 91367
                  Tel: 818-905-7711
                  Fax: 818-501-7711
                  tmenachian@yaspanthau.com

Estimated Assets: less than $50,000

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

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Gold Pleasure Industrial Co.                       $1,615,484
7F, 1067 King's Road
Hong Kong

Alto                                               $6,023
2867 Surveyor Street
Pomona, CA 91768

Unity Property Investments                         $4,700
16039 Loukelton Street
Industry, CA 91744

FedEx                                              $2,000

South Bay Distribution                             $1,341

Netzel Associates Inc.                             $1,092

EDI Express                                        $1,054

Banghart-Corin & Associates                        $769

Kahn & Comings, Inc.                               $713

Man Fu Yeung                                       $653

CMA Inc.                                           $647

Ronnie Yeung                                       $461

Maan Yoong                                         $399

Linda Lee Ying Cheung                              $392

Primus                                             $300

Anna L. Hernandez                                  $256

Gregory W. Crist                                   $248

Dot-Line Transportation                            $162

Paychex                                            $137

AT&T                                               $70


AMBAC FINANCIAL: Offering Can Retain 'Aaa' Rating, Says Moody's
---------------------------------------------------------------
Moody's Investors Service said in a news statement that Ambac
Financial Group Inc., if successful with its equity offering of
$1.5 billion, will likely retain its "Aaa" rating.

Moody's said that it will evaluate Ambac's ability to raise
capital at reasonable terms as an indication of the company's
financial flexibility and overall level of support from investors.  
In Moody's view, Ambac's new equity and equity linked capital
through a public offering represents an important component of its
overall plan to strengthen the credit profile of its financial
guaranty insurance subsidiary, Ambac Assurance Corporation.

Various reports have said that investors are disappointed about
Ambac's planned $1.5 billion cash infusion, as reflected in a
recent dip of Ambac's shares.  As reported in the Troubled Company
Reporter on March 6, 2008, investors were displeased by major
banks not helping out Ambac, instead letting the monoline insurer
raise capital on its own.

Ambac anticipated a proposed $3 billion financing deal offered by
various banks.  The company was willing to accept the $3 billion
financing from the banks -- until the rating agencies advised
against it.

Out of an issuance of $1 billion of common stock and $500 million
of equity units, Ambac found only a $1 billion demand for its
shares, a person familiar with the issue told Reuters.  Aside from
the equity offering, Ambac is also pursuing a number of
initiatives to strengthen risk-adjusted capitalization, including:

   -- a reduction in holding company dividends to shareholders

   -- a six-month moratorium on the writing of new structured
      finance business;

   -- targeted reinsurance strategies;

   -- implementation of substantive changes to its underwriting
      and risk management guidelines, including the
      discontinuation of certain structured finance and asset
      management activities, as well as the tightening of single
      risk limits.

Moody's adds that the ratings of the Ambac group of companies are
currently under review for possible downgrade, reflecting the
weakened capital profile of the group as a result of its mortgage
and mortgage-related CDO exposures.

                      About Ambac Financial

Based in New York City, Ambac Financial Group, Inc. is a holding
company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.

For the nine months ended Sept. 30, 2007, Ambac reported net
income of $26 million.  As of Sept. 30, 2007, Ambac had
shareholders' equity of approximately $5.65 billion.

                           *    *    *

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

As reported Troubled Company Reporter on Jan. 17, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of Ambac Assurance Corporation and Ambac
Assurance UK Limited on review for possible downgrade.  In the
same rating action, Moody's also placed the ratings of the holding
company, Ambac Financial Group, Inc. (senior debt at Aa2), and
related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambac's
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


ANF DEER CREEK: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: ANF Deer Creek, LLC
        23792 Rockfield, Suite 200
        Lake Forest, CA 92630

Bankruptcy Case No.: 08-11068

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

Chapter 11 Petition Date: March 5, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Leonard M Shulman, Esq.
                     (lshulman@shbllp.com)
                  Shulman Hodges & Bastian, LLP
                  26632 Towne Center Drive, Suite 300
                  Foothill Ranch, CA 92610
                  Tel: (949) 340-3400
                  Fax: (949) 340-3000

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 21 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Belfour USA Group              trade debt            $375,710
5870 La Costa Canyon Court,
Suite 200
Las Vegas, NV 89139

Clark Co. Water Reclamation    trade debt            $51,614
District
P.O. Box 98526
Las Vegas, NV 89193

Humphreys & Partners-          trade debt            $27,787
Architects
700 East Flamingo Road
Las Vegas, NV 89119

Multifamily Community          trade debt            $26,450
Insurance

Escalera Landscaping           trade debt            $24,020

AT Systems Security            trade debt            $23,094

Acme Security                  trade debt            $19,141

World Cinema                   trade debt            $18,216

Pircher, Nichols & Meeks       trade debt            $16,760

Stanley Consultants            trade debt            $16,371

Las Vegas Valley Water         trade debt            $11,203
District

For Rent Magazine              trade debt            $8,847

Republics Services of South    trade debt            $7,624
Nevada

Multifamily Community          trade debt            $6,490
Insurance

Labor Finders                  trade debt            $6,021

West Coast Flooring            trade debt            $5,967

US Landscape                   trade debt            $5,679

Classic Design Group           trade debt            $5,483

Consumer Source                trade debt            $5,138

Las Vegas Pool Service         trade debt            $5,015

Las Vegas Pool & Spa Care      trade debt            $4,267


ANN-LEE CONSTRUCTION: Case Conversion Trial Continues on April 8
----------------------------------------------------------------
The Honorable Jeffery A. Deller of the United Sates Bankruptcy
Court for the Western District of Pennsylvania will continue the
hearing of the conversion of Ann-Lee Construction and Supply
Company, Inc.'s chapter 11 case into a chapter 7 liquidation
proceeding at 10:00 a.m., on April 8, 2008, at the Courtroom D,
54th Floor, US Steel Tower in Pittsburgh, Pennsylvania.

As reported in the Troubled Company Reporter on Dec. 27, 2007,
the Court deferred the hearing to consider approval of Ann-Lee
Construction's request to convert its case to Feb. 5, 2008.

In its request, the Debtor told the Court that they have incurred
additional losses from Jan. 11, 2007, to Aug. 17, 2007, and as a
result, it was unable to meet its debts as they come due.

The Debtor further said that it was unable to file a viable
Chapter 11 plan and disclosure statement within the required time
set by the Court.  The Debtor's exclusive plan filing period
expired on Sept. 19, 2007.

                    About Ann-Lee Construction

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in
its restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein
Law Firm PC, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $1 million
to $100 million.


ARROW ELECTRONICS: To Buy Achieva's Components Distribution Biz
---------------------------------------------------------------
Arrow Electronics Inc. has signed a definitive agreement pursuant
to which Arrow will purchase the components distribution business
from parent company Achieva Ltd., a value-added distributor in
Asia Pacific.  Arrow anticipates the transaction will be
immediately accretive to earnings in the first twelve months by
$0.01 to $0.03 per share and will meet the companys acquisition
objectives for return on invested capital.  The transaction is
subject to approval by the shareholders of Achieva Ltd. and is
expected to close in the next 60 to 90 days.

"Achieva will further strengthen our position in the ASEAN
(Association of Southeast Asian Nations) and greater China markets
and enhance our existing demand creation capabilities," said
William E. Mitchell, chairman, president and chief executive
officer of Arrow Electronics, Inc.  "With this acquisition, Arrow
will gain strong, established relationships with major
semiconductor suppliers that will expand our line card as well as
build upon existing partnerships.  The Achieva management team is
highly experienced and will be an impressive addition of bench
strength to position Arrow for continued profitable growth in the
Asia Pacific region," added Mr. Mitchell.

Achieva is focused on creating value for its partners through
technical support and demand creation activities.  The companys
product range covers semiconductor components such as application
specific integrated circuits, programmable logic devices, digital
signal processing chips and microchip-controller units.  With over
200 employees, the company has a presence in eight countries
(Singapore, Taiwan, China, India, Malaysia, Philippines, Thailand,
and Korea) and primarily serves small and medium sized customers
in the data communications, telecommunications, lighting,
industrial and digital consumer end markets.  Total 2006 sales
were approximately $200 million.

                      About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc. --
http://www.arrow.com/-- provides products, services and solutions  
to industrial and commercial users of electronic components and
computer products.   Arrow serves as a supply channel partner for
nearly 600 suppliers and more than 130,000 original equipment
manufacturers, contract manufacturers and commercial customers
through a global network of over 270 locations in 53 countries and
territories.

The company operates in France, Spain, Portugal, Denmark, Estonia,
Finland, Ireland, Latvia, Lithuania, Norway, Sweden, Italy,
Germany, Austria, Switzerland, Belgium, the Netherlands, United
Kingdom, Argentina, Brazil, Mexico, Australia, China, Hong Kong,
Korea, Philippines and Singapore.

                           *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ATLANTIS PLASTICS: Moody's Puts Probability of Default at Ca/LD
---------------------------------------------------------------
Moody's Investors Service revised the Probability of Default
Rating of Atlantis Plastics, Inc. to Ca/LD following the company's
failure to pay the interest on its $75 million junior term loan
due 2012.  The outlook remains negative.

Moody's took these rating actions:

  -- Affirmed, $25 million revolving credit facility due 2011,
     Caa3 (LGD 3, 42%)

  -- Affirmed, $120 million senior term loan due 2011, Caa3 (LGD
     3, 42%)

  -- Affirmed, $75 million junior term loan due 2012, C
     (LGD 5, 89%)

  -- Affirmed, Corporate Family Rating, Ca

  -- Revised, Probability of Default Rating, to Ca/LD from Ca (to
     reflect the actual defaulted status of the $75 million junior
     term loan due 2012)

  -- Affirmed, Speculative Grade Liquidity Rating SGL-4

Moody's previously downgraded the Corporate Family Rating of
Atlantis's to 'Ca' on Jan. 16, 2008.  The downgrade reflected the
company's lack of success in negotiating a waiver and amendment to
its Credit Facilities for the breach of financial covenants, lack
of liquidity and likely impairment of the debt instruments on an
enterprise value basis.  The company continues to seek a
forbearance agreement with its senior lenders.  On Jan. 18, 2008,
Atlantis engaged Houlihan, Lokey, Howard & Zukin as its exclusive
financial advisor to assist the Company in evaluating strategic
alternatives, including a possible sale transaction.

Atlantis Plastics, Inc., headquartered in Atlanta, Georgia, is a
manufacturer of specialty polyethylene films and molded and
extruded plastic components used in a variety of industrial and
consumer applications.  Atlantis has 15 manufacturing plants
located throughout the United States.  Revenues for the twelve
months ended Sept. 30, 2007 were $398 million.


AUSTINBURG PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Lead Debtor: Austinburg Properties, LLC
             3864 Center Road
             Suite A-18
             Brunswick, OH 44212

Bankruptcy Case No.: 08-50651

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
138 Mazal Health Care, Ltd.                    08-50655
Dani Family Ltd.                               08-50657
Willow Interests, LLC                          08-50653


Type of Business: The Debtor is a real estate corporation.

Chapter 11 Petition Date: February 29, 2008

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Theodore T. Mairanz, Esq.
                  Neiman & Mairanz P.C.
                  39 Broadway
                  25th Floor
                  New York, NY 10006
                  Tel: (212) 269-1000
                  tmairanz@ngmpc.com

Austinburg Properties LLC's financial condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file a list of their 20 Largest Unsecured
Creditors.


BAYOU GROUP: 47 Investors Face Lawsuits Over Fraudulent Transfers
-----------------------------------------------------------------
Bayou Group LLC and its debtor-affiliates delivered 47 adversary
complaints to the Hon. Adlai S. Hardin Jr. of the United States
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.

Bayou Fund expects to recover at least $8 million, according to
Bill Rochelle of Bloomberg News.

These investors were named in the lawsuits, among other things:

   -- Somers & Co. FBO RCG Absolute Return Fund, LLC;
   -- Preferred Investors L.P.;
   -- The Carlyle Group, Inc.;
   -- Advisory Select Enhanced Opportunity Fund, LLC;
   -- William F. Wheeler Jr. and William F. Wheeler Jr.;
   -- Wells Street Partners LLC;
   -- Tact American Fund, LLC;
   -- Stern Investment Holdings (Bermuda) Ltd.;
   -- Rodger Bemel and Rodger Bemel;
   -- Robert P. McNeill;
   -- Ricardo C. Oelkers;
   -- Marvin D. Snyder and Marvin D. Snyder;
   -- PinOak Partners, L.P.;
   -- Narendra Gidwani;
   -- Moshe & Gabrielle Tsabag Charitable Foundation;
   -- MCEL Pension Plan and Profit Sharing Plan;
   -- LeBlanc Enterprises, Ltd., LeBlanc 2000 Trust;
   -- on Vein, Ellen Goldsmith Vein; and
   -- John C. Williams.

Moreover, Bayou Fund asks the Court to disallow any claims filed
by these investors against its parent, until investors have
returned all fraudulent transfers which are in question under the
complaints.

The Debtors relates that these adversary proceedings arises from
a massive fraudulent investment scheme committed by the Bayou
entities, which controlled private pooled investment hedge funds.

The Bayou entities are:

   -- Bayou Management LLC;
   -- Bayou Advisors LLC;
   -- Bayou Equities LLC
   -- Bayou Fund LLC;
   -- Bayou Superfund;
   -- Bayou No Leverage Fund LLC;
   -- Bayou Affiliates Fund LLC; and
   -- Bayou Accredited Fund LLC.

The Debtor says that the Bayou entities have attracted at least
$450 million in investments for their hedge funds before suffering
millions of dollars in trading losses.

Tracy L. Klestadt, Esq., at Klestadt & Winters LLP in New York,
said the Bayou entities attempted to stay afloat and prolonged the
scheme by disclosing false investment performance and creating
false financial statements.  In addition, the entities attempted
to conceal their losses through a series of fraudulent transfers
to certain of their investor creditors, Mr. Klestadt adds.

As a result, the Bayou entities used their depleted capital and
capital from new investors to pay redemption proceeds to investor
creditors seeking to exit the hedge funds, according to the
complaint.  These redemption proceeds were paid based on inflated
statements of what the investments were worth and with fraudulent
intent by the the Bayou entities.

Consequently, the Bayou entities' fraudulent investment scheme
collapsed, with at least $250 million in principal unpaid to
hundreds of creditors.

The Debtors seeks the return of the fictitious investment gains
fraudulently transferred to redeeming investors so that the funds
can be equitably redistributed pro rata to all of the Bayou
entities' creditors.

                       About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306) in
order to pursue recoveries for the benefit of defrauded investors.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil at Jenner & Block was
appointed on April 28, 2006 as the federal equity receiver.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.  
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents the Sonnenschein Investors.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEAZER HOMES: Weak Performance Cues Fitch to Chip Ratings
---------------------------------------------------------
Fitch Ratings has downgraded Beazer Homes USA, Inc.'s Issuer
Default Rating and other outstanding debt ratings as:

  -- IDR to 'B+' from 'BB-';
  -- Senior notes to 'B/RR5' from 'BB-';
  -- Convertible senior notes to 'B/RR5' from 'BB-';
  -- Junior subordinated debt to 'CCC+/RR6' from 'B'.

Fitch has also assigned this Recovery Rating to Beazer's credit
facility, as highlighted below:

  -- Secured revolving credit facility 'BB/RR1'.

The 'RR1' on Beazer's secured revolving credit facility indicates
outstanding recovery prospects for holders of this debt issue
based on the information currently available.  The 'RR5' on
Beazer's senior unsecured notes indicate below-average recovery
prospects for holders of these debt issues.  Beazer's exposure to
claims made pursuant to performance bonds and joint venture debt
and the possibility that part of these contingent liabilities
would have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders.  The
'RR6' on Beazer's junior subordinated notes indicate poor recovery
prospects in a default scenario.  Fitch applied a liquidation
value analysis for these RRs.

The downgrade of the IDR reflects Beazer's performance amidst
continued challenging market conditions.  Beazer's net new orders
continue to be weak and cancellation rates remain elevated.  While
Beazer has generated cash flow and improved its cash position over
the past five quarters, the company has not paid down debt
significantly.  During its fiscal 2008 first quarter, Beazer
repaid $75 million of secured indebtedness.

Beazer's ratings remain on Rating Watch Negative due to the
company's inability to make a timely filing of its Form 10Q and
Form 10K with the Securities and Exchange Commission.  Beazer has
until May 15, 2008 to file its financial statements in order to
avoid an Event of Default under its bank credit facility and bond
indentures.  Furthermore, there is uncertainty as to the financial
impact of Beazer's potential liability as well as regulatory fines
related to the violations found within its mortgage subsidiary.

Beazer reported preliminary home closings of 2,010 homes during
its fiscal 2008 first quarter ended Dec. 31, 2007, a 24% decline
from the same period last year.  Net new orders totaled 1,260
homes, a 29% drop from last year's first quarter.  The
cancellation rate for the fiscal 2008 first quarter was 46%.  
Beazer had cash of approximately $325 million at Dec. 31, 2007,
compared with about $459.5 million at Sept. 30, 2007.  The company
has a $500 million secured revolving credit facility with no
outstandings and $92 million of letters of credit.  The company
has sufficient real property that, if added to the collateral
pool, would allow it to fully access the total $500 million
commitment under the credit facility.

For all of fiscal 2008, Beazer expects to be cash flow positive,
to be aided in part by the company's decision to exit certain
markets and reduce land and development spending in fiscal year
2008.  Furthermore, Beazer recently suspended its quarterly
dividend, which should save the company about $16 million this
year.

In February 2008, Beazer announced its decision to exit its
homebuilding operations in Charlotte, North Carolina, Cincinnati /
Dayton, Ohio, Columbia, South Carolina, Columbus, Ohio, and
Lexington, Kentucky during fiscal year 2008.  Management is
evaluating its current land holdings and inventory in each of
these markets to determine the appropriate methods and timing for
disposition.  Beazer intends to complete all homes under
construction and is committed to maintaining customer care
resources to provide ongoing warranty service to homeowners
through their warranty periods.  Beazer also announced the
discontinuation of mortgage origination services through Beazer
Mortgage Corporation.  Beazer established a new marketing services
arrangement with Countrywide, whereby Beazer will market
Countrywide as the preferred mortgage provider to Beazer
customers.

Resolution of the Negative Rating Watch will be based on the
company filing its Form 10Q and its Form 10K with the Securities
and Exchange Commission.  As previously announced, Beazer reported
that its Audit Committee determined that it will be necessary for
the company to restate its financial statements relating to fiscal
years 2004 through 2006 and the interim periods of fiscal 2006 and
fiscal 2007.  The resolution of the on-going external
investigations will be considered in resolving Beazer's Rating
Watch Status.

Future ratings and Outlooks will also be influenced by broad
housing market trends as well as company specific activity, such
as trends in land and development spending, general inventory
levels, speculative inventory activity, gross and net new order
activity, debt levels and free cash flow trends and uses.


BLUE WATER: Gets Interim OK to Borrow $27.5MM from Citizens Bank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
issued an interim order authorizing Blue Water Automotive Systems,
Inc., and its debtor-affiliates to obtain postpetition loans not
to exceed $27,500,000 from Citizens Bank.

The Court's order will be deemed final absent timely filed
objections to the loan by parties-in-interest by March 28, 2008.
The Court will convene a hearing on March 31 if the Debtors
receive objections to the loan, which requires the provision of
financial accommodations by certain of Blue Water's major
customers.

Citizen's Bank will provide the Debtors with a $35,000,000
revolving credit facility, including up to $24,000,000 of
"overformula advances", upon final approval of the DIP Loan.

The Court also authorizes the Debtors to make intercompany loans
not exceeding $3,000,000, to non-operating debtor-affiliates from
the DIP proceeds.

The Court further authorizes the Debtors to enter into an
accommodation agreement with Ford Motor Company, Automotive
Component Holding, Inc., and AutoAlliance International, Inc., and
to grant these customers access rights in exchange for certain
credit enhancements.

Until the time (x) as Citizens Bank is satisfied with the results
of its examination of the Debtors' books and records, and (y)
payment of $1,720,000, with respect to the postpetition liens of
certain customers of the Debtors pursuant to the Cash Collateral
Orders are made into escrow, all advances will be treated as
Overformula Advances.  All liens of the customers will be
transferred to the proceeds of the escrow, subject to the
resolution of the validity, existence, and priority of the liens.

Subject to Citizens Bank's satisfaction with its due diligence,
it will make loans based on this borrowing base formula:

   * up to 90% of Accommodating Customer Eligible Accounts; plus

   * up to 85% of Eligible Accounts other than Accommodating
     Customer Eligible Accounts; plus

   * up to 75% of the cost of Accommodating Customer Inventory;
     plus

   * up to 35% of the cost of Eligible Inventory other than
     Accommodating Customer Eligible Inventory; minus

   * the "Reserves."

Reserves refer to Borrowing Base reserves imposed from time-to-
time by Citizens Bank, including reserves for the Carve-Out,
reserves for Permitted Liens on accounts or inventory that are
senior to the liens of Citizens Bank, and reserves in respect of
any adequate protection payments to the DIP agent.

In addition to the In-Formula Loans, Citizens Bank will lend up
to an amount equal to the difference between $35,000,000, and the
outstanding amount of In-Formula Loans made according to the
Borrowing Base, not to exceed $24,000,000, of Overformula
Advances.  Overformula Advances will only be made if they are
fully guaranteed by Ford Motor Company and other Accommodating
Customers acceptable to Citizens Bank.  As between all other
Postpetition Indebtedness, the Overformula Advances will be
subordinate in all respects.

The DIP Loans will bear interest at:

    Loans                          Interest Rate
    -----                          -------------   
    Postpetition Loans that        Prime Rate, plus
    are not Overformula Advances   1.25% per annum on the
                                   outstanding day-to-day
                                   principal balance

    Overformula Advances           Prime Rate per annum, plus
                                   0.50% per annum on the
                                   outstanding day-to-day
                                   principal balance

    DIP Loans                      2.0% per annum on top of the
                                   other applicable interest
                                   rates from and after an Event
                                   of Default

Interest on the DIP Loans will be due and payable on the first
business day of each month in arrears and all interest will be
calculated based on a 360-day year.

The Court directs the Debtors to pay Citizens Bank (i) a non-
refundable $250,000 facility fee; (ii) a $5,000 monthly
collateral monitoring fee; (iii) a fee of 0.25% time the average
daily unused portion of the DIP Facility; and (iv) all reasonable
fees and expenses incurred by the Bank in monitoring,
administering, or providing financing, including its attorneys'
fees, and fees and costs associated with the Bank's Court
appearance.

Citizens Bank will apply the $50,000 expense deposit received
from certain affiliates of KPS Special Situations Fund I, L.P.,
on February 12, 2008, toward payment of the DIP Lender Expenses.    
KPS Fund is the Debtors' ultimate parent company.

To secure the Debtors' obligations on account of the DIP Loans,
including principal, interest, the Loan Fees and Lender Expenses,
Citizens Bank is granted:

   (i) a lien and security interest in the Prepetition Collateral
       junior in priority only to the Existing Liens;

  (ii) a first priority lien and security interest in the
       Postpetition Collateral; and

(iii) a first priority lien and security interest in any of the
       Collateral that is not otherwise subject to a lien under
       Section 364(c)(2) of the Bankruptcy Code.

The Court clarifies that the Postpetition Collateral does not
include any causes of action or judgments or proceeds of the
causes of action against any entity arising under Chapter 5 of
the Bankruptcy Code.

The superpriority administrative claims granted to Citizens Bank
and the liens securing the claims will be subject to the Carve-
Out, which refers to the budgeted amount per month to be paid to
bankruptcy professionals hired by the Debtors and any Court-
appointed committees, Chapter 7 Trustee fees and fees to be paid
to the Clerk of the Court.  The Carve-Out includes a $100,000
retainer to each of Foley & Lardner LLP and Huron Consulting
Group, plus an additional $850,000 for the Debtors' bankruptcy
professionals and $150,000 for any committee's bankruptcy
professionals.  The superpriority administrative claims and
Section 364(c)(1) claims that are being granted to Citizens Bank
are limited to the deficiency, if any, in the amount collected by
the bank with respect to its In-Formula Advances.  

The DIP Loans will be due and payable on the earliest of (i)
September 30, 2008; (ii) the occurrence of an Event of Default;
(iii) the sale of all or substantially all of the Debtors'
assets; or (iv) the effective date of any confirmed plan of
reorganization.

Citizens Bank, the Accommodating Customers, any of the Debtors'
customers, or any other party is not granted a lien, security
interest, or right in any Collateral that "primes" or is superior
to any enforceable, unavoidable, prepetition lien or security
interest.

The Debtors will furnish regularly to Citizens Bank, the DIP
Agent and the Accommodating Customers financial and inventory
reports as sought by the Bank.

              Provisions to Prepetition Lenders

>From the proceeds of the DIP Credit Facility, the Debtors will
pay $13,651,819 to The CIT Group/Business Credit, Inc., in its
capacity as agent, as settlement and payment in full of all
obligations owed by the Debtors with respect to the Amended and
Restated Loan and Security Agreement dated as of July 18, 2006,
calculated as:

       Principal Balance on Petition Date          $17,230,720
       Less: Payments through March 3, 2008         (4,814,316)
       Accrued Pre- and Post-Petition Interest         259,943
       Agreed Upon Cap of Fees and Expenses            805,000
                                                   -----------
                                                   $13,651,819

The Debtors will also pay $2,500,000, into an escrow account at
one of the CIT Group Lenders in full payment of the Prepetition
Lenders' liens and security interests in the Revolving Loan First
Lien Collateral, other than the liens of CIT, as lessor, in the
equipment.  CIT will have a perfected and unavoidable first
perfected security interest in the Escrow Account.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/bluewater_InterimDIPOrder.pdf

                    Sale Process Milestones

Blue Water's accommodation agreement with the Participating
Customers provides that the process to sell all or substantially
all of the Debtors' assets will be conducted in accordance with
these milestones:

   April 15, 2008 -- Obtain a letter of intent to sell Debtors'
                     assets

   May 28, 2008   -- Execute a definitive purchase agreement with
                     a Qualified Buyer and file a motion seeking
                     Court's approval of the sale on the terms
                     outlined in the definitive agreement

   June 20, 2008  -- Obtain Court approval of the proposed sale

   June 30, 2008  -- Close the sale

The financial accommodations granted by the Participating
Customers will expire on May 31, 2008, but will be extended to
June 30, 2008, if the definitive agreement is executed by May 28.

A full-text copy of the Accommodation Agreement is available for
free at http://bankrupt.com/misc/bluewater_AccommodationPact.pdf

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 6,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: Creditors Panel Wants Interim DIP Order Vacated
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Blue Water
Automotive Systems, Inc., and its debtor-affiliates' cases has
taken an appeal from the interim order issued by the U.S.
Bankruptcy Court for the Eastern District of Michigan authorizing
the Debtors to obtain postpetition loans not to exceed $27,500,000
from Citizens Bank.

The Creditors Committee wants the U.S. District Court for the
Eastern District of Michigan, Southern Division, to determine
whether:

   (a) the Interim DIP Order be vacated and the matter remanded
       to the Bankruptcy Court;

   (b) the Bankruptcy Court erred in granting the DIP Financing
       Motion and in entering the Interim DIP Order where the
       Order:

          -- allows the Debtors to incur up to $15,000,000, in
             additional debt secured by liens and superpriority
             claims on all the Debtors' assets;

          -- renders the Debtors immediately and irreversibly
             administratively insolvent;

          -- compels the sale of all the Debtors' operating
             assets on an expedited basis and allows the Debtors'
             customers veto rights on any potential purchaser;

          -- waives the Debtors' rights to reject their
             unprofitable contracts with their customers, even
             though those are the same contracts that rendered
             the Debtors insolvent in the first place;

          -- waives and releases all claims against the
             prepetition lenders where the prepetition lenders'
             highly inequitable and possibly illegal actions in
             sweeping funds advanced by Ford forced the Debtors
             into bankruptcy, and where the Committee has had no
             opportunity to review those claims;

          -- permits the Debtors' customers to take over and
             operate the Debtors' business at any time if the
             customers feel that the continued production of
             their parts is in any way threatened; and

          -- prevent the Debtors, the Committee, or any other
             party-in-interest from confirming any plan of
             reorganization, and giving the customers veto rights
             over any proposed plan of liquidation;

   (c) the Bankruptcy Court erred in finding that the Debtors
       would be irreparably harmed if not permitted to spend
       $15,000,000, before the Interim DIP Order could become a
       final order; and

   (d) the Bankruptcy Court erred in finding that the DIP Lenders
       extended credit to the Debtors in good faith.

The Creditors Committee, two days before the Bankruptcy Court
issued the Interim DIP Order, filed an objection to the DIP Motion
asserting that the Debtors have failed to (i) demonstrate that
their management has fulfilled their fiduciary duty to unsecured
creditors; and (ii) support their case for borrowing money, which
will never be repaid to the prejudice of unsecured creditors, just
to provide a controlled sale or liquidation for the benefit of the
Accommodating Customers who continue to enjoy prices that result
in Debtors' substantial operating losses.

"It is not an exaggeration to say that the Financing Motion is
intended only to benefit the customers with no concern whatsoever
for maximizing the value of the estate or protecting either
administrative or unsecured creditors," Ryan D. Heilman, Esq., at
Schafer and Weiner, PLLC, in Bloomfield Hills, Michigan, argues.

H.S. Die & Engineering, Inc., and Tri-Way Manufacturing Inc.,
also objected to the DIP Motion to the extent that it does not
clarify the Debtors' intentions with respect to the security
interests held by H.S. Die and Tri-Way.  H.S. Die says the
Debtors owe it $98,150, for prepetition purchases of tooling,
while Tri-Way says the Debtors owe it $364,910, for prepetition
delivery of goods.

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 6,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: Sec. 341 Meeting of Creditors Set for March 24
----------------------------------------------------------
Habbo Fokena, the United States Trustee for Region 9, will
convene a meeting of creditors in Blue Water Automotive Systems,
Inc.'s Chapter 11 case, on March 24, 2008, at 2:00 p.m., at Room
315 D, 211 W. Fort St. Bldg., in Detroit, Michigan.

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

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

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 6,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: Seeks Authority to Assume Molding Contracts
-------------------------------------------------------
In the ordinary course of their businesses, Blue Water Automotive
and its four debtor-affiliates issue purchase orders with various
molding contractors that provide the terms and conditions of,
among other things, manufacture, payment and delivery.

The Debtors need molds to launch new programs or continue existing
programs, and they must obtain them in a timely manner
to meet their production schedule with the original equipment
manufacturers.  If the molds are not produced or are delivered
late, the Debtors could be in breach of their obligations to the
OEMs, Judy A. O'Neill, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, says.

In that event, the OEMs could be forced to shut down production
lines or miss launch dates because the Debtors were not able to
timely deliver component parts, leading to significant damage
claims from the OEMs, Ms. O'Neill adds.  

The Debtors stand to lose considerable business and loss of
reputation if any OEM production lines are shut down, Ms. O'Neill
tells the Court.

Thus, by this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to assume:

   (a) certain molding contracts, a list of which is available
       for free at:

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

   (b) certain contracts for design or testing services
       necessary to the fabrication and approval of the Molds, a
       list of which is available for free at:

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

The Debtors also seek the Court's authority to cure any defaults
under the Molding Contracts and the Mold Service Contracts, and
pay all other debts under them as they arise in the ordinary
course of business either:

   (i) by agreements with the OEMs; or

  (ii) other customers providing that the customers will pay the
       Contractors directly; or payments by the customers will be
       made to the Debtors, which will be escrowed or set aside
       so that funds are dedicated to the payment of the
       Contractors.

Mr. O'Neill tells the Court that the Debtors currently are
negotiating with their customers on the payment approaches, and
have secured preliminary consents in many instances.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 6,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BLUE WATER: CIT Entities Wants Adequate Protection Payments
-----------------------------------------------------------
CIT Group/Equipment Financing, Inc., and CIT Capital USA, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of Michigan
to:

   (a) lift the automatic stay to enforce the prepetition
       agreements with the Debtors; or

   (b) grant them adequate protection from the Debtors' continued
       use of property securing the Debtors' obligations under
       the Prepetition CIT Agreements.

Shalom L. Kohn, Esq., at Sidley Austin LLP, in Chicago, Illinois,
relates that the Debtors and CIT Capital are parties to a
Promissory Note, which is secured by certain mortgages
encumbering the Debtors' properties in Tuscola, Sanilac, and St.
Clair Counties, Michigan; certain Assignments of Rents and
Leases; and an Indemnity and Guaranty Agreement, dated May 17,
2006.  

In addition, the Debtors and CIT Equipment Financing, Inc., are
parties to a prepetition Master Lease Agreement under which CIT
Equipment Financing provided financing or financing leases for
the Debtors' benefit.  The Debtors' obligations under the Lease
Agreement is secured by:

   (a) all plastic injection and bold molding machinery and
       related support equipment like resin drying, blending
       loading and granulating equipment;

   (b) all parts, and their replacements, accessions, additions,
       alterations, and modifications;

   (c) all rights, interests, choses in action, causes of action,
       claims and all other intangible property of any kind or
       nature related to the foregoing personal property;

   (d) all payments under any insurance, or any indemnity,
       warranty, or guaranty payable by reason of loss or damage
       to or otherwise with respect of any of the foregoing; and

   (e) all proceeds and products of any of the foregoing.

Mr. Kohn says that the CIT Entities have perfected their security
interests in the Debtors' properties and equipment securing the
Debtors' obligations under the Prepetition CIT Agreements.  

Mr. Kohn adds that as of the Petition Date, Debtors owed CIT
Capital $14,831,875, under the Loan Documents, and $14,314,584,
under the Master Lease Agreement.

Mr. Kohn asserts it is necessary to lift the automatic stay for
the CIT Entities to enforce the Prepetition Agreements against
the Debtors because the Debtors have been using CIT's Collateral
since the Petition Date without providing adequate assurance
payments to CIT.  

Mr. Kohn relates that CIT has asked the Debtors for adequate
protection payments to CIT Equipment Financing but the Debtors
refused and stated that if CIT desired adequate protection it
would have to file a motion and lift the automatic stay.

Mr. Kohn adds that the Debtors' refusal to provide adequate
protection is even more disturbing because their books and
records show that their real estate and equipment are
depreciating $797,000, per month.

Mr. Kohn adds that the Debtors have failed to provide CIT with
periodic cash payments as compensation for the continued
depreciation of the Collateral.

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 6,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)  


BRODERICK CDO: Moody's Downgrades Ratings on Eight Note Classes
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Broderick CDO 2 Ltd., and left on review for
possible further downgrade the rating of four of these classes of
notes.  The notes affected by this rating action are:

Class Description: $876,000,000 Class A-1 AD First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2049

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $500,000,000 Class A-1 AT First Priority Senior
Secured Floating Rate Notes Due 2049

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $42,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2049

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

Class Description: $70,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2049

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $67,600,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2049

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $23,500,000 Class C Fifth Priority Senior
Deferrable Secured Floating Rate Notes Due 2049

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

Class Description: $8,000,000 Class D Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2049

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

Class Description: $4,900,000 Class E Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2049

  -- Prior Rating: B1, 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, as reported
by the Trustee on Feb. 27, 2008, 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 5.01(i) of the Indenture
dated Sept. 1, 2006.

Broderick CDO 2 Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain 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 following the event of default.  Because of this
uncertainty, the ratings assigned to Class A-1 AD Notes, Class A-1
AT Notes, Class A-1B Notes, and Class A-2 Notes remain on review
for possible further action.


CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Caraustar Industries Inc., including its corporate credit rating,
to 'B-' from 'B+'.  The outlook is negative.
     
"The downgrade reflects continuing weak earnings and cash flow,
lower-than-expected liquidity, and refinancing risk," said
Standard & Poor's credit analyst Pamela Rice.  "Fourth-quarter
2007 earnings were substantially weaker than expected.  In
addition, margin pressure from raw material and energy costs
persists, and the realization of recently announced price
increases is uncertain.  We are also concerned about the company's
ability to address the June 1, 2009, maturity of its $190 million
senior unsecured notes given the challenging credit markets."
     
Caraustar had about $315 million of total debt, including debt-
like obligations, at Dec. 31, 2007.
     
Austell, Georgia-based Caraustar is one of the largest U.S.
manufacturers of 100% recycled paperboard.
     
"We could lower the ratings if Caraustar's profitability worsens
in the next few quarters, if market conditions deteriorate, or if
liquidity narrows," Ms. Rice said.  "We could also lower the
ratings if the company is unable to address its June 2009 debt
maturity in a manner that does not harm credit quality.  We could
revise the outlook to stable if the company is able to realize
sufficient benefits from its rationalization and cost-reduction
efforts and price increases to meaningfully improve earnings over
the next few quarters and successfully refinances or repays its
maturing debt."


CARAUSTAR INDUSTRIES: S&P Chips Ratings to 'B-' on Weak Earnings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Caraustar Industries Inc., including its corporate credit rating,
to 'B-' from 'B+'.  The outlook is negative.
     
"The downgrade reflects continuing weak earnings and cash flow,
lower-than-expected liquidity, and refinancing risk," said
Standard & Poor's credit analyst Pamela Rice.  "Fourth-quarter
2007 earnings were substantially weaker than expected.  In
addition, margin pressure from raw material and energy costs
persists, and the realization of recently announced price
increases is uncertain.  We are also concerned about the company's
ability to address the June 1, 2009, maturity of its $190 million
senior unsecured notes given the challenging credit markets."
     
Caraustar had about $315 million of total debt, including debt-
like obligations, at Dec. 31, 2007.
     
Austell, Georgia-based Caraustar is one of the largest U.S.
manufacturers of 100% recycled paperboard.
     
"We could lower the ratings if Caraustar's profitability worsens
in the next few quarters, if market conditions deteriorate, or if
liquidity narrows," Ms. Rice said.  "We could also lower the
ratings if the company is unable to address its June 2009 debt
maturity in a manner that does not harm credit quality.  We could
revise the outlook to stable if the company is able to realize
sufficient benefits from its rationalization and cost-reduction
efforts and price increases to meaningfully improve earnings over
the next few quarters and successfully refinances or repays its
maturing debt."


CARLYLE CAPITAL: Misses Margin Calls and Gets Notice of Default
---------------------------------------------------------------
Carlyle Capital Corporation Limited said that since filing its
annual report on Feb. 28, 2008, the company has been subject to
margin calls and additional collateral requirements totaling more
than $60 million.

It said that until March 5, the company had met all of the margin
requirements imposed by its repo counterparties.  However, on
March 5, the company received additional margin calls from seven
of its 13 repo counterparties totaling more than $37 million.  The
company has met margin calls from three of these financing
counterparties that have indicated a willingness to work with the
company during these tumultuous times, but did not meet the margin
requirements of the four other repo financing counterparties.  

>From this group of four counterparties, one notice of default has
been received by the company and management expects to receive at
least one additional default notice.

John Stomber, Chief Executive Officer, President and Chief
Investment Officer of the company, said, "The last few days have
created a market environment where the repo counterparties' margin
prices for our AAA-rated U.S. government agency floating rate
capped securities issued by Fannie Mae and Freddie Mac are not
representative of the underlying recoverable value of these
securities.  Unfortunately, this disconnect has created
instability and variability in our repo financing arrangements.
Management is actively working with the company's repo
counterparties to develop more stable financing terms."

Since the liquidity crisis in global fixed income markets started
in August, the company has sold almost $1 billion in non-RMBS
assets to improve liquidity and reduce leverage.  The company has
also received significant support from The Carlyle Group, most
notably in the form of a $150 million subordinated revolving
credit line.

            Fourth Quarter 2007 Highlights and Update

The company had net income for the fourth quarter of 2007 was
$17.6 million, compared to a net loss of $34.2 million in the
third quarter of 2007.  Fully diluted net income per Class B share
was $0.34 in the fourth quarter, compared to a loss per Class B
share of $0.74 in the third quarter of 2007.  Net income for the
year ended Dec. 31, 2007, was $16.8 million, or $0.45 per Class B
share on a fully diluted basis.

As of Feb. 27, 2008, the company\u2019s $21.7 billion investment
portfolio is comprised exclusively of AAA-rated floating rate
capped residential mortgage backed securities issued by Fannie Mae
and Freddie Mac, which are considered to have the implied
guarantee of the U.S. government and are expected to pay at par at
maturity.

The Carlyle Group agreed to increase the $100 million unsecured
revolving credit facility made available to the company to $150
million and extend the maturity to July 1, 2009.  As of Feb. 27,
2008, the company had $80 million of availability under this
credit facility.

As of Feb. 27, 2008, the company had unused repo lines of $2.4
billion with 11 counterparties.

As of Dec. 31, 2007, the company's "Liquidity Cushion" was $67.2
million and was comprised of cash and cash equivalents,
unencumbered AAA-rated mortgage backed securities and available
committed borrowings from The Carlyle Group.  As of Feb. 27, 2008,
the company's Liquidity Cushion had increased to $130 million.  
The Liquidity Cushion consists of an existing $80 million
Liquidity Cushion plus the additional $50 million increase to the
existing unsecured revolver provided by Carlyle.

The Carlyle Group with the support of the Board of Directors of
the company waived the incentive fee earned for the fourth quarter
of 2007.  The Carlyle Group also amended its Investment Management
Agreement so that the incentive fee will only be earned with
respect to a calendar quarter for which the Board declares a
dividend on the company's Class B shares.

The Board of Directors decided to retain the company's fourth
quarter earnings and not pay a dividend to achieve its short term
objective of preserving the long term value of its shareholders'
equity.

During the fourth quarter of 2007, an affiliate of Carlyle
Investment Management LLC, the company's investment manager,
purchased Class B shares of the company in the open market
increasing its ownership to approximately 15% of the issued and
outstanding Class B shares from approximately 12% at the time of
the global offering.

"During the fourth quarter our portfolio stabilized and we were
able to generate returns consistent with our near term targets,"
said John Stomber, Chief Executive Officer, President and Chief
Investment Officer of the Company.  "We are focused on building
our liquidity cushion and broadening our available repo lines.  We
continue to run our business to preserve the value of our
shareholders' equity and to position the Company to meet our long
run objectives of earning an attractive risk adjusted return and
paying a consistent dividend in the future."

A full-text copy of the company's annual report can be obtained at
http://ResearchArchives.com/t/s?28d7

                      About Carlyle Capital

Carlyle Capital Corporation Limited (Euronext Amsterdam ticker
symbol: CCC; ISIN: GG00B1VYV826) --
http://www.carlylecapitalcorp.com/-- is a Guernsey investment  
company that was formed on Aug. 29, 2006.  It is a closed-end
investment fund domiciled and registered as a limited company
under the laws of Guernsey, Channel Islands.  CCC invests in a
diversified portfolio of fixed income assets including high-grade
mortgages and credit products.  CCC's day-to-day activities and
investment portfolio are managed by Carlyle Investment Management
LLC, whose investment professionals have extensive experience in
the areas of mortgage finance, leveraged finance, capital markets
transaction structuring and risk/portfolio management.

CIM manages the CCC pursuant to a management agreement.  CIM is a
registered investment adviser under the U.S. Investment Advisers
Act of 1940 and is an affiliate of The Carlyle Group.


CASA DE CAMBIO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Casa de Cambio Majapara S.A. de C.V.
        aka Majapara Casa de Cambio
        Lago Margarita No. 16
        Colonia Granada, C.P. 11520
        Mexico, D.F.

Bankruptcy Case No.: 08-05230

Type of Business: The Debtor is engaged in financial transactions
                  processing, reserve, and clearing house
                  activities.  See http://www.majapara.com.mx

Chapter 11 Petition Date: March 5, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Andrew L. Wool, Esq.
                     (andrew.wool@kattenlaw.com)
                  Katten Muchin Rosenman, LLP
                  525 West Monroe Street
                  Chicago, IL 60661
                  Tel: (312) 902-5623
                  http://www.kattenlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank N.A.             contract, disputed,   $24,197,000
Attention: Carlos Perez        quasi-contract,
200 South Biscayne Boulevard,  trade
12 Floor
Miami, FL 33131
Tel: (305) 789-6920

Blanca Nieves Luisa            contract,             $2,009,944
Valle Villazon                 quasi-contract,
Navegantes 234 Esq.            trade
Jacarandas
Col. Virginia
Boca del Rio C.P. 94294
Veracruz, Mexico
Tel: 52-229-935-1909

Adquira Mexico S.A. de C.V.    contract,             $1,674,436
Attention: Miguel Angel        quasi-contract,
Escalona                       trade
Paseo de la Reforma No. 1200
Piso 2, Cruz Manca
Cuajimalpa C.P. 5349
Mexico, D.F.
Tel: 52-55-5-16169714

Zions First National Bank      contract,             $1,670,690
Attention: Lourdes Vega        quasi-contract,
1 South Main Street            trade
Salt Lake City, UT 84111-1904
Tel: (801) 844-7876

Andamios Cimbras Y Casetone    contract,             $730,580
S.A. de C.V.                   quasi-contract,
Attention: Marcelo Vazquez     trade
Stringel
Patricio Sanz No.33 Desp. 101
Col. del Valle
Mexico, D.F. C.P. 03100
Tel: 52-55-5-669-1188

Secrimex, S.A. de C.V.         contract,             $618,192
Attention: Ana Maria Amador    quasi-contract,
Lopez                          trade
Calle 2 No. 16
Col. Alce Blanco
Naucalpan de Juarez C.P. 53370
Estado de Mexico

Piso Prestigio S.A. de C.V.    contract,             $614,590
Attention: Adan Esparza        quasi-contract,
Sanchez                        trade
Calz. Lazaro Cardenas 4145
Col. Camino Real
Zapopan, Jal. C.P. 45040
Mexico
Tel: 52-33-3647-4088

Su Casa Produce, LLC           contract,             $580,134
Attention: Victor Manuel Diaz  quasi-contract,
188 Old Tucson Road            trade
P.O. Box 1381
Nogales, AZ 85628
tel: 520-281-1409

Agencia de Viajes K            contract,             $478,749
Attention: Rosa Maria Lopez    quasi-contract,
Ramirez                        trade
Baedeker S.A. de C.V.
Tlacotalpan 96 Esquina
Tehuantepec
Col. Roma Sur C.P. 6760
Mexico, D.F.
Tel: 52-55-5-5574-4040

Promedia Computer S.A. de      contract,             $416,105
C.V.                           quasi-contract,
Attention: Evangelina Reyes    trade
Perez
Av. Baja California 196-201
Del. Benito Juarez C.P. 6700
Mexico, D.F.
Tel: 52-55-5-5564-3994

Industrias John Crane          contract,             $400,000
de Mexico S.A de C.V.          quasi-contract,
Attention: Lic. Jesus Urdaneta trade
Poniente 152 No. 667
Col. Industrial Vallejo
C.P. 02300
Mexico, D.F.
Tel: 52-55-5-5385-0525

Taurus-Espa A, S.a. de C.V.    contract,             $396,585
Attention: JosÚ Luis Fernandez quasi-contract,
Henriquez                      trade
Rosas Moreno 4-203
Col. San Rafael C.P. 6470
Mexico, D.F.
Tel: 52-55-5-5546-8162
     ext. 239

Standard Machinery and Supply  contract,             $394,000
Co. S.A. de C.V.               quasi-contract,
Attention: Barbara Hernandez   trade
Larrieta
Tenayuca 82
Fracc. Ind. Tlalnepantla C.P.
54030
Estado de Mexico
Tel: 52-55-5-565-6741

Suspension Y Direccion S.A. de contract,             $329,071
C.V.                           quasi-contract,
Attention: Luis Becerril       trade
Colorado
Dr. Lucio 211
Col. Doctores C.P. 06720
Mexico, D.F.
Tel: 52-55-5134-0700

Instituto Tecnologico          contract,             $278,311
Autonomo de Mexico             quasi-contract,
Attention: Monica de Lourdes   trade
Arrieta Blanco
Rio Hondo No. 1
Col Tizapan, San Angel C.P.
01000
Mexico, D.F.
Tel: 52-55-5-5628-4000

Grupo Plastico Nova S.A. de    contract,             $277,872
C.V.                           quasi-contract,
Attention: Laura Garcia        trade
Carrillo
San Juan 768
Col. Granjas Modernas C.P.
07460
Mexico, D.F.
Tel: 52-55-5-5748-0583

Suyun Yan Hu                   contract,             $270,964
Dr. Salvador Garcia Diego      quasi-contract,
209, Col. Doctores C.P. 06720  trade
Mexico, D.F.
Tel: 52-55-5-3096-8108

America Maria Luisa Taracido   contract,             $247,880
Berea                          quasi-contract,
                               trade

Rittal, S.A. de C.V.           contract,             $240,524
                               quasi-contract,
                               trade

Catalizadores Salh Mon S.A. de contract,             $213,495
C.V.                           quasi-contract,
                               trade


CHAMP CAR: Goes Bankrupt, Plans To Sell Assets to Indy Racing
-------------------------------------------------------------
Champ Car World Series LLC was put into chapter 11 bankruptcy by
its counsels on March 5, 2008, John Oreovicz writes for ABC Local
News in North Carolina.

Despite the bankruptcy, Champ Car plans to proceed in the
management of its business and operate as a debtor-in-possession,
the report says.

Champ Car is scheduled to host an open-wheel race in Long Beach,
California -- www.longbeachgp.com/ -- on April 18-20, 2008, the
Debtor's alleged final event, ABC relates.

In a statement filed with the Court, Champ Car vice president and
chief financial officer, Gene Cottingham, said that the Debtor's
board of managers have decided that it's no longer finanncially
sound to continue and open-wheel series and found that there is
insufficient money to operate the event this year, ABC notes.  
Champ Car's board is composed of Kevin Kalkhoven, Gerald Forsythe,
Paul Gentilozzi and Dan Pettit, ABC reports.  Its major owners are
Kalkhoven, by its 21st Century Racing Holdings LLC unit and
Forsythe by its Willis Capital LLC unit, ABC adds.

Also, Champ Car plans to liquidate its assets related to the open-
wheel racing to the Indy Racing League for the unification of
open-wheel racing with Indy-style racing by the beginning of this
year's season, ABC quotes Mr. Cottingham's statement.

According to court documents, Champ Car's board have already
decided to file for bankruptcy as early as Feb. 14, 2008, before
major owners issued a memorandum of understanding, ABC relates.  

In the memorandum, Kalkhoven and Forsythe ordered the sale of
"substantially all" of Champ Car's "intangible assets" and its
"mobile medical unit to the IRL for $6 million," ABC reveals.  The
memorandum also provides $2 million each to the major owners who
promised to support the open-wheel racing in Long Beach, ABC says.

The Long Beach race is operated by Aquarium Holdings LLC, owned by
Kalkhoven and Forsythe, ABC notes.

On Feb. 2, 2004, Judge Frank J. Otte of the U.S. Bankruptcy Court
for the Southern District of Indiana permitted the sale of
Championship Auto Racing Teams Inc.'s assets to Kalkhoven and
Forsythe's unit, which is now known as Champ Car World Series LLC,
ABC reveals.

The Troubled Company Reporter said on Jan. 2, 2006, that the
stockholders of Championship Auto, aka CART Inc., approved on Dec.
29, 2005, the company's Plan of Liquidation and Dissolution
offered for vote at a Special Meeting.

                         About Champ Car

Indianapolis-based Champ Car World Series LLC, fdba Open Wheel
Racing Series LLC and Corkscrew Acquisition LLC, --
http://www.champcarworldseries.com/-- organizes and operates a  
racing circuit that features about 20 drivers competing in single-
seat, open-wheeled race cars.  The circuit includes more than a
dozen race tracks and road courses in the US, Canada, Mexico, and
Australia.  It regulates the sport and promotes the races; it
generates revenue from sponsorships and broadcasting rights.

It filed for chapter 11 protection on March 5, 2008 (Bankr. S.D.
Ind. Case No. 08-02172).  Gary Lynn Hostetler, Esq., and Jeffrey
A. Hokanson, Esq., at Hostetler & Kowalik PC represent the Debtor
in its restructuring efforts.  The Debtor had assets between $10
million to $50 million and debts between $1 million to $10 million
when it filed for bankruptcy.  Its largest unsecured creditor,
Cosworth Inc., is owed $1,825,000.


CHAMP CAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Champ Car World Series, LLC
        fdba Open Wheel Racing Series, LLC
        fdba Corkscrew Acquisition, LLC
        5350 West Lakeview Parkway South Drive
        Indianapolis, IN 46268

Bankruptcy Case No.: 08-02172

Type of Business: Formerly known as Open Wheel Racing, the Debtor
                  organizes and operates a racing circuit that
                  features about 20 drivers competing in single-
                  seat, open-wheeled race cars.  The circuit
                  includes more than a dozen race tracks and road
                  courses in the US, Canada, Mexico, and
                  Australia.  It regulates the sport and promotes
                  the races; it generates revenue from
                  sponsorships and broadcasting rights.  See
                  http://www.champcarworldseries.com

Chapter 11 Petition Date: March 5, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz, III

Debtor's Counsel: Gary Lynn Hostetler, Esq.
                     (glh@hostetler-kowalik.com)
                  Jeffrey A. Hokanson, Esq.
                     (jeff.hokanson@hostetler-kowalik.com)
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  http://www.hostetler-kowalik.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Cosworth, Inc.                 Open Account          $1,825,000
3031 Fujita Street
Torrance, CA 90505

PKV Racing                     Open Account          $645,884
4001 Methanol Lane
Indianapolis, IN 46268

RuSPORT, Inc.                  Open Account          $424,861
6771 East 45th Street
Loveland, CO 80538

Mullin Production Group        Open Account          $400,000
5743 Corsa Avenue, Suite 114
Thousand Oaks, CA 91362

Dan D. Jones & Associates,     Open Account          $359,001
Inc.
27010 Doxtator
Dearborn Heights, MI 48127

Forsythe Championship Racing   Open Account          $327,961
Ltd.,
LLC
7231 Georgetown Road
Indianapolis, IN 46268

PSAV Presentation Services     Open Account          $34,848

R&S Consulting                 Open Account          $30,656

The Media Loft, Inc.           Open Account          $30,032

Oregon Sports Authority        Open Account          $25,000

Performance Products, LLC      Open Account          $24,744

Husar's Corporate Gifts &      Open Account          $19,488
Promotions

Brener Zwikel & Associates,    Open Account          $17,642
Inc.

Champcar Europe                Open Account          $16,324

Perrin Promotions, LLC         Open Account          $10,000

Airgas Safety, Inc.            Open Account          $6,466

Fleishman-Hillard, Inc.        Open Account          $5,250

Video Monitoring Services of   Open Account          $4,106
America, LP

Kirkman's Rapid Repair         Open Account          $2,239

Gordon Productions, LLC        Open Account          $1,271


CHRYSLER LLC: Plastech Agrees to Continue Supply Until March 17
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates, and
Chrysler LLC agreed to extend their supply agreement to March 17
even as Chrysler argues its tooling case before the U.S. District
Court for the Eastern District of Michigan, the Associated Press
reports.

As reported in the Troubled Company Reporter on March 4, 2008,
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., took an appeal under 28 U.S.C. Section 158(a) before the
Court from the orders of the Honorable Phillip Shefferly that
denies:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  "Even assuming that the Debtor
has only a possessory interest in the tooling paid for by
Chrysler, that is a sufficient interest by itself to cause the
application of the automatic stay," Judge Shefferly said.

In addition, the Court was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.

                    About Plastech Engineered

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.

                       About Chrysler LLC

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

                          *     *     *

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


CIRRUS LOGIC: Investigation of Stock Option Practices Completed
---------------------------------------------------------------
Cirrus Logic Inc. disclosed that on March 3, 2008, it received
written notice from the Securities and Exchange Commission that
the regulator has completed the formal investigation of the
company's historical stock option practices. The SEC's Division of
Enforcement commenced the investigation last year.  It does not
intend to recommend any enforcement action.

                      About Cirrus Logic Inc.

Cirrus Logic Inc. (NASDAQ:CRUS) -- http://www.cirrus.com/--   
develops high-precision, analog and mixed-signal integrated
circuits for a broad range of consumer and industrial markets.  
Building on its diverse analog mixed-signal patent portfolio,
Cirrus Logic delivers highly optimized products for consumer and
commercial audio, automotive entertainment and industrial
applications.  The company operates from headquarters in Austin,
Texas, with offices in Europe, Japan and Asia.

                          *      *      *

As reported in the Troubled Company Reporter on April 26, 2007,
Standard & Poor's Ratings Services removed its ratings on Cirrus
Logic from CreditWatch negative, and affirmed its 'B' corporate
credit rating.  The Rating holds to date.  Outlook is Stable.


CMS ENERGY: Net Loss Increases to $227MM in Year Ended December 31
------------------------------------------------------------------
CMS Energy Corp. reported net loss of $127 million for fourth
quarter ended Dec. 31, 2007, compared to net loss of $32 million
in the fourth quarter of 2006.  

The 2007 fourth quarter loss included an after-tax charge of
$193 million as a result of the restructuring of various electric
supply agreements at the Dearborn Industrial Generation facility.

For full year 2007, the company reported net loss of $227 million,
compared to a net loss of $90 million for 2006.

The reported net loss for the year was caused by $428 million from
a charge for restructuring some electric supply agreements and
currency translation account losses associated with the sale of
international assets.  CMS Energy completed $1.5 billion in
international asset sales in 2007.

The company's 2007 adjusted non-Generally Accepted Accounting
Principles net income, which excludes gains and losses from asset
sales, impairment charges and other items, was $201 million
compared to adjusted net income of $103 million for 2006.

The 2007 fourth quarter adjusted net income was $59 million
compared to adjusted net income of $62 million for the same period
of 2006.

CMS Energy reaffirmed its guidance for 2008 adjusted earnings of
$1.20 per share.  While the company expects 2008 reported earnings
to be about the same as its adjusted earnings, reported earnings
could vary because of gains or charges relating to previously sold
assets or other factors.

"2007 was a successful transition year for the company as it
exited international markets, reduced debt, and invested
substantially in its Michigan utility, Consumers Energy," David
Joos, the president and chief executive officer of CMS Energy,
said.

"That success allowed us to increase the common stock dividend by
80% in January," Mr. Joos said.  "We will continue to implement
that successful strategy in 2008 and build upon our company's
underlying strength, which can be seen in our adjusted results.  
We expect adjusted earnings to be back on track in 2008 and to
grow by an average annual rate of 6% to 8% over our five-year
planning horizon."

"Michigan policy makers are currently considering changes needed
in the state's energy policy to assure the state has reliable and
affordable energy to meet the future needs of customers," Mr. Joos
commented on the ongoing energy policy discussions in Michigan.  

"The adoption of those changes will allow the company to fully
implement its plan to invest $6 billion in the utility over the
next five years in energy efficiency, renewable energy,
environmental and customer service enhancements, and new power
generation," Mr. Joos said.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $14.19 billion, compared to $15.37 billion at Dec. 31, 2006.  

                          About CMS Corp.

Headquartered in Michigan, CMS Energy Corp. (NYSE: CMS) --
http://www.cmsenergy.com/-- is a company that has as its primary  
business operations an electric and natural gas utility, natural
gas pipeline systems, and independent power generation.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2007,
Fitch Ratings rated CMS Energy Corp.'s issuer default rating 'BB+'
with a stable outlook.


CORNERSTONE MINISTRIES: U.S. Trustee, Panel Want Full Disclosure
----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, and the Official
Committee of Unsecured Creditors of Cornerstone Ministries
Investment Inc. object to the retention of three professionals
proposed by the Debtor.

These professionals are:

   -- Miller & Martin PLLC as special counsel;

   -- Berman, Hopkins, Wright & Laham as auditors; and

   -- eNable Business Solutions Inc. as financial and investment
      advisor.

The objectors tell the United States Bankruptcy Court for the
Northern District of Georgia that the Debtor did not provide a
specific amount of the management fees paid to eNable Business.  
The Debtor entitled eNable Business to receive management fees
equal to 10% of the Debtor's gross income, plus 30% of the
Debtor's income from loan participation agreements, plus a loan
origination fee equal to 30% of the loan fees realized by the
Debtor.

In regard with the received payments of Miller & Martin, the
Debtor failed to provide information in connection with the
payments made to the firm before the Debtor filed for bankruptcy.
The Debtor paid $191,266, which it described as "made and received
in the ordinary course of business."

Furthermore, the U.S. Trustee and Committee argue that Berman
Hopkins regarding prepetition fees constitutes a comprise and
settlement that required court approval.  Berman Hopkins' interest
in securing a release of that claim could represent an interest
adverse to the estate.

Accordingly, the Committee at the behest of the U.S. Trustee ask
the Court to further delay the ruling on these applications until
the Committee has retained counsel.

                  About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in   
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  When the
Debtor filed for protection from its creditors, it listed assets
was $159,118,892 and debts of $153,847,984.


CORNERSTONE MINISTRIES: U.S. Trustee Appoints Seven-Member Panel
----------------------------------------------------------------
The United States Trustee for Region 21 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Cornerstone Ministries Investments Inc.'s bankruptcy case.

The Committee members are:

  1) Donald R. Labate
     c/o Donald R. Labate, Jr. and Camille Kotani
     445 Overview Dr., NW
     Atlanta, GA 30327-4254
     Tel: 770-956-8229
     Fax: 770-956-8229

  2) Huntleigh Securities Corporation
     c/o David A. Pickerill, Senior Vice President
     7800 Forsyth Blvd., 5th Floor
     St. Louis, MO 63105
     Tel: 314-236-2236
     Fax: 314-236-2427

  3) Mason Memorial Church
     c/o Bishop Williams
     % Bruce C. Sams, Esq.
     744 Goff Street
     P.O. Box 1223
     Norfolk, VA 23504
     Tel: 757-627-3999
     Fax: 757-627-4042

  4) E. R. Jones Management, Inc.
     c/o Edward R. Jones, President
     1382 Garth Road
     Charlottesville, VA 22901
     Tel: 434-825-1847
     Fax: 434-984-1122

  5) Ray Hill III
     6335 Shannon Parkway
     Union City, GA 30291
     Tel: 770-964-0074
     Fax: 770-969-0778

  6) Donald A. and Joan E. Sievenpiper
     c/o Donald A. Sievenpiper
     5231 Laurel Circle
     Gainesville, GA 30506
     Tel: 678-450-4502
     Fax: 678-450-4502

  7) Linden Presbyterian Church
     c/o Raymond A. Burge, Sr.
     P.O. Box 480129
     Linden, AL 36748
     Tel: 334-295-5920

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.

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in   
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed assets was $159,118,892
and debts of $153,847,984.


COUNTRYWIDE FIN'L: Court Says "Negligent Bungling" Not "Bad Faith"
------------------------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas ruled that Countrywide Financial Corp.
did not commit "bad faith" lending in a Texas consumer case, Peg
Brickley of The Wall Street Journal reports.

Judge Bohm instead found Countrywide guilty of committing errors
-- what he calls "negligent bungling" -- in its handling of Allen
Parsley's mortgage, WSJ says.  Judge Bohm said he was not sure
whether the lender's actions with the Texas homeowner were done in
bad faith.

WSJ relates that Countrywide improperly imposed fees on Mr.
Parsley, and inappropriately applied the homeowner's payments to
past, pre-bankrutcy debts.

Judge Bohm blamed Countrywide's problems, among others, with
"confusing corporate culture," says WSJ.

Countrywide is continuing to rectify various homeowner issues
nationwide.  As reported in the Troubled Company Reporter on Feb.
6, 2008, the Honorable Jim Pappas of the U.S. Bankruptcy Court for
the District of Idaho sanctioned Countrywide for not following
Court rules.  Judge Pappas fined $2,250 to two Countrywide
subsidiaries for not responding to borrowers who requested for
documents, and for failing to show up at depositions in
Countrywide's lawsuit where the company was accused of trying to
foreclose on home loans.

As reported in the Troubled Company Reporter on Mar. 3, 2008,
Donald F. Walton, U.S. Trustee for Region 21, also sought to
sanction the mortgage lender for continuing to collect payments
from certain Georgia homeowners after alleging that they defaulted
on their mortgage.

                    About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: BofA Says Deal Will Go On Despite Worries
----------------------------------------------------------------
Bank of America Corp. representative Scott Silvestri told Riley
McDermid of MarketWatch that the bank's acquisition of Countrywide
Financial Corp. will push through, despite fears that the deal may
fall apart.

Mr. Silvestri's assurance confirms CEO Ken Lewis' comments on the
acquisition last January.  "At this point, everything is a go to
complete this transaction," MarketWatch quotes Mr. Lewis as
saying.

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Countrywide disclosed high delinquency and foreclosure rates in
January, depicting the mounting homebuilding sector woe in the
U.S.

Late payments to loan servicers, who collect mortgage payments for
owners, increased 7.47% last month, compared with 7.2% in December
2007 and 4.32% in January 2007.  Foreclosure rates of unpaid
principal balance was up 1.48% in January, compared with 1.44% in
December 2007 and 0.77% in January 2007.

The company also faced raised eyebrows concerning the acquisition.  
As reported in the Troubled Company Reporter on Feb. 4, 2008, SRM
Global Fund General Partner Ltd. threatened to block the all-stock
transaction worth $4 billion.  SRM stated that the merger
agreement does not provide sufficient value to shareholders.

Some groups said that the fear of investigations by government
regulators may have prompted Countrywide to ink a deal with Bank
of America.  As reported in the Troubled Company Reporter on Jan.
30, 2008, the lender was facing probes from attorney-general
offices in the states of California, Illinois and Florida for its
lending practices.  The company is also facing lawsuits nationwide
by shareholders and homeowners alike.

The deal, said BofA, may be consummated in the fall of 2008.

                      About Bank of America

Bank of America -- http://www.bankofamerica.com/-- is a financial    
institution, serving individual consumers, small and middle market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk-
management products and services.  The company serves clients in
175 countries and has relationships with 99 percent of the U.S.
Fortune 500 companies and 80 percent of the Fortune Global 500.  
Bank of America Corporation stock (NYSE: BAC) is listed on the New
York Stock Exchange.

                   About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FINANCIAL: Sued Again by U.S. Trustee in Miami Case
---------------------------------------------------------------
Donald F. Walton, U.S. Trustee for Region 21, sued Countrywide
Financial Corp. for a second time alleging abuses in the
bankruptcy process, Reuters reports.

Mr. Walton accused sub-unit Countrywide Home Loans of continuing
to assert and collect payments from a Miami couple, Jose and Fanny
Sanchez, who filed for Chapter 13 protection in the U.S.
Bankruptcy Court for the Southern District of Florida, relates
Reuters.  The lender unit pursued claims against the couple for
four years, even though a federal judge previously ruled that
Countrywide had an invalid lien on the couples' mortgage, Reuters
says.

"Countrywide's failure to ensure the accuracy of its claims and
pleadings has resulted in an abuse of the bankruptcy process and
has prejudiced and will continue to prejudice, parties in interest
in the bankruptcy cases in which Countrywide participates,"
Reuters quotes Mr. Walton as saying.

As reported in the Troubled Company Reporter on Mar. 3, 2008, Mr.
Walton also sought to sanction the mortgage lender for continuing
to collect payments from Georgia homeowners John and Robin
Atchley, after alleging that they defaulted on their mortgage.

                    About Countrywide Financial

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

                          *     *     *

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


CATHOLIC CHURCH: Davenport's Disclosure Statement Needs Revision
----------------------------------------------------------------
Judge Lee Jackwig of the United States Bankruptcy Court for the
Southern District of Iowa denied approval of the Diocese of
Davenport's disclosure statement explaining the Diocese's Joint
Consensual Plan of Reorganization, Gregg Hennigan of The Gazette
reports.

According to the Gazette, Judge Jackwig, at the March 5, 2008
hearing, questioned the validity of Davenport's $37 million
settlement with its Official Committee of Unsecured Creditors.

As previously reported, the Diocese negotiated a $37 million
settlement with the Creditors Committee on November 28, 2007.  Of
the $37 million settlement, $19.5 million is committed from
Travelers Insurance Company and $17.5 million from the Diocese.    
Four parishes will contribute $2.65 million of the Diocese's
portion, including $650,000 from St. Mary's Church in Iowa City.

Judge Jackwig said the nature of the compromise needs to be
clearer in the disclosure statement, says the Gazette.

Quad City Times reports that the Court had doubts as to whether
the $37,000,000 settlement can release parishes, schools and other
entities from liability for sex abuse cases.  

Since Davenport's Plan releases all Diocese schools and parishes
from liability for abuse that happened before the bankruptcy
filing, Judge Jackwig is concerned whether bankruptcy law allows
the entities, which are incorporated separately and could file for
bankruptcy on their own, to be included in the "global
settlement," according to reports.  The judge said they might need
to "stand alone" in the case.

The Court sustained objections to the disclosure statement filed
by ACE American Insurance Co. and Iowa City Regina High School,
the Gazette says.

Counsel for the Diocese said they would work to include language
in the disclosure statement to satisfy ACE and Regina.

The Court will convene another hearing on April 2, 2008, to
consider approval of the Disclosure Statement.  The Confirmation
Hearing remains set for April 30.

                      Plan Not in Jeopardy

Attorneys for the sexual abuse victims were surprised by the
Court's decision but are confident that the plan was not in
jeopardy, Gazette's Mr. Hennigan reports.

"The bottom line of it is, it doesn't impact the settlement,"
counsel for the Committee, Hamid R. Rafatjoo, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Los Angeles, California, said after
the hearing, reports the paper.

"She wants us to expand of how the bankruptcy court can reach a
settlement between not only the diocese and the claimants but also
the parishes and the claimants when the parishes are separate
corporations," Dick Davidson, Esq., counsel for the Diocese said,
according to Quad City.  "There is a way to do that."

Davenport filed its Plan on January 31, 2008.  The Official
Committee of Unsecured Creditors is a proponent to the Plan.

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.  The Court will hear the adequacy of Davenport's
disclosure statement explaining its reorganization plan on
March 5, 2008.  (Catholic Church Bankruptcy News; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


DOV PHARMA: Sells Future Royalties on Bicifadine for $1.6 Mil.
--------------------------------------------------------------
DOV Pharmaceutical Inc. disclosed in a regulatory filing dated
March 4, 2008, that it agreed to sell to private investors a
fractional interest in future royalties otherwise payable to the
company under its license agreement with XTL Biopharmaceuticals
Inc.  Under the agreement, the company has assigned its right to
receive an amount equal to four and one-half percent (4.5%) of net
sales of bicifadine up to $350.0 million in any calendar year for
a period of nine years.  The purchase price for the assignment is
$1.6 million.  The agreement is expected to close within 30 to 60
days, subject to certain customary closing conditions.

No further details were provided.

                    About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:
DOVP.PK) -- http://www.dovpharm.com/ -- is a biopharmaceutical
company focused on the discovery, acquisition and development of
novel drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.

                          *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP in Florham Park, N.J., expressed
substantial doubt about DOV Pharmaceutical Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.


EMC MORTGAGE: Fitch Downgrades Ratings on 20 Certificate Classes
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on EMC Mortgage Loan
Trust transactions:

EMC Mortgage 2001-A
  -- $18.5 million class A affirmed at 'AAA';
  -- $3.3 million class M-1 affirmed at 'AA';
  -- $2.6 million class M-2 affirmed at 'A';
  -- $1.9 million class B rated 'BBB-', placed on Rating Watch
     Negative.

EMC Mortgage 2002-B
  -- $11.0 million class A-1 affirmed at 'AAA';
  -- $3.3 million class A-2 affirmed at 'AAA';
  -- $3.4 million class M-1 affirmed at 'AA';
  -- $1.7 million class M-2 affirmed at 'A';
  -- $1.7 million class B rated 'BBB', placed on Rating Watch
     Negative.

EMC Mortgage 2003-A
  -- $17.6 million class A-1 affirmed at 'AAA';
  -- $4.4 million class A-2 affirmed at 'AAA';
  -- $4.4 million class M-1 affirmed at 'AA';
  -- $2.5 million class M-2 affirmed at 'A';
  -- $2.5 million class B downgraded to 'BB' from 'BBB', placed on
     Rating Watch Negative.

EMC Mortgage 2003-B
  -- $10.9 million class A-1 affirmed at 'AAA';
  -- $2.7 million class A-2 affirmed at 'AAA';
  -- $9.4 million class M-1 affirmed at 'AA';
  -- $2.1 million class M-2 downgraded to 'BBB' from 'BBB+';
  -- $1.6 million class B downgraded to 'B-/DR1' from 'B'.

EMC Mortgage 2004-A
  -- $4.7 million class A-2 affirmed at 'AAA';
  -- $15.0 million class A-3 affirmed at 'AAA';
  -- $3.6 million class M-1 affirmed at 'AA';
  -- $2.5 million class M-2 downgraded to 'BBB' from 'BBB+';
  -- $1.9 million class B downgraded to 'CC/DR3' from 'BB';

EMC Mortgage 2004-B
  -- $9.0 million class A-1 affirmed at 'AAA';
  -- $11.0 million class A-2 affirmed at 'AAA';
  -- $5.8 million class M-1 downgraded to 'A' from 'AA';
  -- $2.8 million class M-2 downgraded to 'BB' from 'A';
  -- $2.3 million class B downgraded to 'CC/DR4' from 'BBB';

EMC Mortgage 2004-C
  -- $22.4 million class A affirmed at 'AAA';
  -- $8.0 million class M-1 affirmed at 'AA';
  -- $4.5 million class M-2 downgraded to 'BBB' from 'A';
  -- $3.3 million class B downgraded to 'B' from 'BBB';

EMC Mortgage 2005-A
  -- $45.7 million class A affirmed at 'AAA';
  -- $11.7 million class M-1 downgraded to 'BBB' from 'AA', placed
     on Rating Watch Negative;
  -- $8.5 million class M-2 downgraded to 'CC/DR4' from 'A';
  -- $2.9 million class B downgraded to 'C/DR6' from 'BBB';

EMC Mortgage 2005-B
  -- $60.3 million class A-1 rated 'AAA', placed on Rating Watch
     Negative;
  -- $10.0 million class M-1 downgraded to 'BBB' from 'AA';
  -- $6.6 million class M-2 downgraded to 'B' from 'A';
  -- $4.6 million class B downgraded to 'CC/DR4' from 'BBB';

EMC Mortgage 2006-A
  -- $53.4 million class A downgraded to 'AA' from 'AAA';
  -- $10.2 million class M-1 downgraded to 'BB' from 'AA';
  -- $7.5 million class M-2 downgraded to 'CC/DR3' from 'A';
  -- $3.1 million class B downgraded to 'C/DR5' from 'BBB'.

The aforementioned trusts consist of fixed rate and adjustable
rate seasoned fixed rate, first and second liens secured primarily
by one- to four-family residential properties, with the exception
of a limited number of multifamily properties.  The mortgage loans
were acquired by EMC Mortgage Corporation from various
institutions and include loans which had defaulted in the past and
are re-performing or are performing under the provisions of a
bankruptcy plan or a forbearance plan, or loans which are
performing under the terms of the related original notes or such
notes as modified.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$215.2 million of outstanding certificates.  The classes with
negative actions reflect the deterioration in the relationship of
CE to future loss expectations and affects approximately
$147.7 million of outstanding certificates.  In addition,
$28 million is placed on Rating Watch Negative.

The master servicer for this transaction, EMC Mortgage Corp., is a
wholly owned subsidiary of The Bear Stearns Companies Inc. and is
rated 'RPS1' for prime, Alt-A, and subprime products, rated 'RSS1'
as a special servicer by Fitch, and rated 'RMS3+' for master
servicing.


INYX USA: Disclosure Statement Doesn't Say Much for Creditors
-------------------------------------------------------------
Debtor Exaeris Inc. filed a disclosure statement explaining its
Chapter 11 plan of liquidation with the U.S. Bankruptcy Court for
the District of Delaware on March 3, 2008, Bill Rochelle of
Bloomberg News reports.

Bloomberg discloses that under the proposed plan, the Debtor's
assets will be sold to controlling shareholder Jack Kachkar in
exchange for a waiver of the $1.2 million postpetition financing
the Debtor's owe him.  The plan, however, proposes that an auction
for the Debtor's assets be held to see whether a higher offer than
that of Mr. Kachkar will surface.  Mr. Kachkar, pursuant to the
plan, will also pay the Debtor's $420,000.

Unsecured creditors with $5.5 million in claims will divide what
cash is left, Bloomberg relates.  The disclosure statement doesn't
say how much creditors can expect to receive.

Bloomberg recounts that in January 2008, the Hon. Kevin Gross
rejected Mr. Kachkar's offer to buy the Debtor's assets for
337,500 and to forgive any claims against him and parent company
Inyx Inc., which Mr. Kachkar controls.  Judge Gross determined
that the sale might not benefit the creditors and might not be in
good faith.  The judge noted the lack of evidence about the value
of the assets being sold and the claims being waived.

Bloomberg says that the Chapter 11 trustee for affiliate Inyx USA
Inc. determined that Inyx Inc. and Mr. Kachkar cheated secured
lender Westernbank Puerto Rico out of $142.8 million.  Westernbank
said that Inyx Inc. obtained loans through false and fraudulent
invoices.

                    About Inyx USA and Exaeris

Based in Manati, Puerto Rico, Inyx USA Ltd. operates a
pharmaceuticals production center that encompasses five buildings
totaling 140,000 square feet and extending over 9.5 acres.  
Exaeris, Inc., located in Exton, Pennsylvania, focuses on the
strategic commercialization of niche or enhanced pharmaceutical
products, marketing and promotion activities.  Inyx USA and
Exaeris are wholly owned subsidiaries of Inyx, Inc. (OTC:IYXI) --  
http://www.inyxinc.com/-- a specialty pharmaceutical company.

Inyx USA and Exaeris filed for chapter 11 protection on July 2,
2007 (Bankr. D. Del. Case Nos. 07-10887 and 07-10888).  Anthony M.
Saccullo, Esq., at Fox Rothschild, L.L.P., represents the Debtors.
When Inyx USA filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.  
Exaeris estimated its assets were less than $10,000 but debts were
between $1 million and $100 million.

In Court documents filed by Jack Kachkar, CEO of Inyx, Inc., Inyx
USA is indebted to Westernbank Puerto Rico in the approximate
amount of $35 million and secured by a first-priority lien in
substantially all of Inyx USA's assets.  Exaeris has in excess of
$5 million in prepetition unsecured obligations outstanding to
various creditors.  

Ashton Pharmaceuticals and Inyx Pharma, the Debtors' UK
affiliates, were placed into an involuntary administration on
June 29, 2007.  Ernst & Young was appointed by the UK court as
administrators.


FAIRPOINT COMM: Paying $0.39781/Share Dividend on April 16
----------------------------------------------------------
The board of directors of FairPoint Communications Inc. declared a
contingent dividend of $0.39781 per share on FairPoint's common
stock.  This dividend will be payable on April 16, 2008, to
stockholders of record at the close of business on March 30, 2008,
only if FairPoint's merger with Northern New England Spinco Inc.,
a subsidiary of Verizon Communications Inc., closes on March 31,
2008.

Pursuant to the terms of FairPoint's credit facility, as amended,
FairPoint will not be permitted to pay this dividend if the Merger
does not close on March 31, 2008.

FairPoint has been advised by the New York Stock Exchange that
beginning March 5, 2008, and continuing through the anticipated
closing date of the Merger, there will be two markets in FairPoint
common stock on the NYSE:

   -- a "regular way" market, trading under the symbol "FRP"; and
   -- a "when issued" market, trading under the symbol "FRP wi".

If FairPoint pays the contingent dividend described herein,
Verizon stockholders who receive shares of FairPoint common stock
in the Merger and purchasers of FairPoint common stock in the
FairPoint when issued market will not be entitled to receive this
dividend.

                 About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides
communications services to rural and small urban communities
across the country.  FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 29, 2008,
Standard & Poor's Ratings Services raised its corporate credit
rating on Charlotte North Carolina-based local exchange carrier,
FairPoint Communications Inc. to 'BB' from 'BB-' and removed the
ratings from CreditWatch.  The outlook is stable.


FIRST FRANKLIN: Mortgage Origination Biz Halted
-----------------------------------------------
Merrill Lynch is discontinuing mortgage origination at its First
Franklin subsidiary in the United States and will explore the sale
of Home Loan Services, a mortgage loan servicing unit for First
Franklin.

The company said it made the decision to discontinue lending by
First Franklin because of the deterioration of the subprime
lending market.

Merrill Lynch acquired First Franklin from National City Corp. in
December 2006 for $1.3 billion at the real estate market's peak,
The Associated Press says.

Merrill Lynch ceased originating subprime mortgages on Dec. 28,
and reported mortgage-related losses and write-downs totaling
$24.4 billion in 2007, AP says.

AP relates that Merrill Lynch will spend $600 million in 2008 to
pay for severance and other real estate costs linked to unwinding
First Franklin's operations.

First Franklin stopped accepting mortgage loan applications
effective March 5 at 2 p.m. PST, 2008, according to a note on its
Web site.

"Since July, we have reduced staffing at First Franklin by nearly
70 percent, but after evaluating a number of strategies, we
believe it is appropriate to discontinue mortgage origination,"
said David Sobotka, head of Fixed Income, Currencies & Commodities
at Merrill Lynch.

About 650 people will be affected by the discontinuation of
mortgage origination at First Franklin and First Franklin's
NationPoint division. The firm estimates total charges, primarily
severance and real estate costs related to this matter, for 2008
of approximately $60 million, of which approximately half will be
recorded in the first quarter.

The actions do not affect mortgage origination through the firm's
Global Wealth Management Group, including prime mortgages
originated through Merrill Lynch Credit Corporation. Merrill
Lynch's international mortgage businesses are not affected by
these actions.

Home Loan Services is a profitable mortgage servicer located in
Pittsburgh, servicing First Franklin originated mortgage loans.  
Merrill Lynch will solicit bids for Home Loan Services in the
coming weeks.

Merrill Lynch is one of the world's leading wealth management,
capital markets and advisory companies, with offices in 40
countries and territories and total client assets of almost $2
trillion.  As an investment bank, it is a leading global trader
and underwriter of securities and derivatives across a broad range
of asset classes and serves as a strategic advisor to
corporations, governments, institutions and individuals worldwide.  
Merrill Lynch owns approximately half of BlackRock, one of the
world's largest publicly traded investment management companies,
with more than $1 trillion in assets under management.  On the
Net: http://www.ml.com/

San Jose, California-based First Franklin is the Top 5 subprime
originator for the third quarter of 2007, according to data
compiled by National Mortgage News.  First Franklin ranked second
during the second quarter of 2007.

For the third quarter, First Franklin originated $2,300,000,000,
down from $7,668,000,000 during the same period in 2006, National
Mortgage News data shows.


FORTUNOFF: Gets Final Nod on Togut Segal & Skadden Arp's Retention
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Fortunoff Fine Jewelry and Silverware LLC and its
debtor-affiliates, on a final basis, to employ Togut Segal & Segal
LLP as their bankruptcy counsel, nunc pro tunc to Feb. 15, 2008.

As reported in the Troubled Company Reporter on Feb. 27, 2008,
the Debtors sought to employ Skadden Arps Meagher & Flom LLC, to
provide legal advice in connection with the Debtors' efforts to
work out their financial difficulties and representation in any
reorganization cases filed under Chapter 11.

However, the Office of the United States Trustee indicated its
possible objection to the retention of Skadden Arps as the
Debtors' general bankruptcy counsel, in light of Skadden Arps'
prepetition relationship with certain parties-in-interest in the
Debtors' bankruptcy cases.

According to Arnold Orlick, chief executive officer of Source
Financing Corp., Skadden Arps consequently advised the Debtors to
retain an alternative general bankruptcy counsel, instead of using
valuable estate assets to contest an objection by the U.S.
Trustee.

                  Togut Segal as Special Counsel

As a result, the Debtors determined to employ Togut Segal as their
general bankruptcy counsel, and to hire Skadden Arps, as special
counsel pursuant to Section 327(e) of the Bankruptcy Code, to
perform services in connection with the sale the Debtors' assets.

In the same way, On a final basis, the Court permitted the Debtors
to employ Skadden Arps as the Debtor's special counsel under a
general retainer, effective as of the bankruptcy filing.

Skadden Arps will continue to provide the Debtors with bankruptcy
and corporate services with respect to all matters relating to
the sale of the Debtors' assets, Judge Peck held.

                        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.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


FORTUNOFF: Court Gives Final Nod on FTI Consulting's Retention
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
deemed the application of Fortunoff Fine Jewelry and Silverware
LLC and its debtor-affiliates to employ FTI Consulting, Inc., as
an amended application pursuant to Section 327(a) of the
Bankruptcy Code, rather than pursuant to Section 363 of the
Bankruptcy Code.

Accordingly, the Court authorized the Debtors to employ FTI,
effective as of the bankruptcy filing, as their financial
advisors.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
sought Court's permission to hire FTI as their crisis manager,
pursuant to the terms of an engagement letter, dated Feb. 1, 2008.

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

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

                         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.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


FORTUNOFF: Landlords Balk at Assignment of Leases to New Owner
--------------------------------------------------------------
Fortunoff Fine Jewelry and Silverware LLC and its debtor-
affiliates lease retail spaces from General Growth Properties,
Inc. and Developers Diversified Realty Corp., pursuant to certain
written leases.

The Landlords object to the assignment of the Leases to H
Acquisition, LLC, proposed buyer of substantially all of the
Debtors' assets, because the Debtors have failed to provide
adequate assurance of H Acquisition's future performance despite
repeated requests, James S. Carr, Esq., at Kelley Drye & Warren
LLP, in New York, relates.

"To date, the Landlords have received only unaudited financials
from H Acquisition and no proposed use of the Leased Premises,"
Mr. Carr informs the U.S. Bankruptcy Court for the Southern
District of New York.  "This is insufficient."

According to Mr. Carr, the Debtors' interests in an expedited
sale of their assets should not and cannot override the explicit
provisions of Section 365(b)(3) of the Bankruptcy Code and
deprive the Landlords of a meaningful opportunity to assess H
Acquisition, its financials and its ability to perform under the
Leases.

Because the Debtors have failed to provide the Landlords with
sufficient information, Mr. Carr says that the Landlords have
been unable to:

   -- assess the operating performance and financial adequate
      assurance information of the Buyer;

   -- determine whether the Buyer's use of the premises will
      violate any radius or use restrictions or disrupt the
      tenant mix in the affected shopping centers;

   -- prepare a specific objection and conduct discovery; and

   -- prepare for a contested hearing.

Mr. Carr contends that the adequate assurance provision contained
in the Debtors' Sale Motion is a "vastly oversimplified view of
adequate assurance" and ignores the provisions of Section
365(b)(3).  To determine whether adequate assurance of future
performance is satisfied, Mr. Carr asserts that the Debtors have
to provide the Landlords certain information, including:

  (1) the exact name of the Buyer and the exact name of the
      entity who is going to be designated as the assignee of
      the Leases;

  (2) the Buyer's or any guarantor's audited financial
      statements and any supplemental schedules for the calendar
      or fiscal years ended 2006 and 2007;

  (3) any and all documents regarding the Buyer's experience in
      operating in-line retail stores in shopping centers; and

  (4) the Buyer's 2008 business plan including sales and cash
      flow projections; and

In the ordinary course of business, Mr. Carr points out that the
Landlords require some form of security when leasing to a newly
formed company with no operating history or a company formed for
the sole purpose of acquiring assets out of a bankrupt entity,
like the Buyer.  As a result, the Landlords require that the
Buyer provide the Landlords with guarantees from a parent
corporation with significant assets, or provide a cash security
deposit or letter of credit equal to six months base rent under
each of the Leases.

The Landlords, therefore, ask the Court to:

   -- deny any proposed assignment of the Leases until the
      Landlords have been provided with evidence of adequate
      assurance of future performance by the Buyer;

   -- provide the Landlords at least five business days from
      receipt of adequate assurance of future performance, to
      determine whether the Buyer is "acceptable"; and

   -- require that the Buyer provide the Landlords with a parent
      guarantee, cash security deposit or letter of credit equal
      to six months base rent for each of the Leases.

                        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.  

Due to the U.S. Trustee's objection, Fortunoff is backing out of
its request to employ Skadden Arps Meagher & Flom LLC, as
bankruptcy counsel.  Fortunoff is hiring Togut Segal & Segal LLP,
as their general bankruptcy counsel, but Skadden Arps will
continue to serve the Debtors as special counsel in connection
with the sale the Debtors' assets.  Logan & Company, Inc., serves
as the Debtors' claims, noticing, and balloting agent.  FTI
Consulting Inc. are the Debtors' proposed crisis manager.

An Official Committee of Unsecured Creditors has been appointed in
this case.

In their schedules, Fortunoff Fine Jewelry listed $5,052,315 total
assets and $136,626,948 total liabilities; Source Financing Corp.
listed $154,680,100 total assets and $176,961,631 total
liabilities; and M. Fortunoff of Westbury LLC listed $6,300,955
total assets and $119,985,788 total liabilities.  The Debtors'
exclusive period to file a plan of reorganization ends on June 3,
2008.  (Fortunoff Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


GEA SEASIDE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: GEA Seaside Investments, Inc.
        dba Daytona Beach Property Management
        dba Daytona Beachside Property Management
        fdba GEA Investments, Inc.
        434 North Halifax Avenue, Suite 2
        Daytona Beach, FL 32118

Bankruptcy Case No.: 08-01693

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 6, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                     (bankruptcynotice@lseblaw.com)
                  Latham, Shuker, Eden & Beaudine, LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Fax: (407) 481-5801
                  Tel: (407) 481-5800

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

The Debtor does not have any creditors who are not insiders.


GOODYEAR TIRE: Cost, Debt Reduction Prompts Fitch to Lift Ratings
-----------------------------------------------------------------
Fitch Ratings upgraded The Goodyear Tire & Rubber Company's Issuer
Default Rating and senior unsecured debt rating as:

The Goodyear Tire & Rubber Company:
  -- IDR to 'BB-' from 'B+';
  -- Senior unsecured debt to 'B+' from 'B-/RR6'.

In addition, Fitch has affirmed these ratings:

The Goodyear Tire & Rubber Company:
  -- $1.5 billion first lien credit facility at 'BB+';
  -- $1.2 billion second lien term loan at 'BB+'.

Goodyear Dunlop Tires Europe B.V. (GDTE):
  -- EUR505 million European secured credit facilities at 'BB+'.

The ratings cover approximately $4.1 billion of outstanding debt.  
The Rating Outlook is Stable.

Furthermore, Fitch is withdrawing its ratings for GT's third lien
senior secured debt following repayment of the debt.

The two-notch rating difference between GT's secured debt and its
IDR reflect the benefit of significant collateral support.  GT's
first lien credit facility and the second lien term loan are given
the same rating due to Fitch's opinion that the collateral package
provides sufficient coverage to both facilities even in the case
of the first lien revolver being fully drawn.  The one-notch
difference between the unsecured debt and the IDR reflects the
unsecured debt's junior position in the capital structure, as well
as credit concerns described below.

The rating upgrades reflect the positive impact on GT's balance
sheet from its continued debt reduction, significant cost
reduction in the past year, and a successful strategic shift to
selling more premium-priced products.  The senior unsecured debt
also benefits from the reduced amount of secured debt in the
capital structure after GT redeemed $650 million of senior secured
third lien notes on March 3.  Combined with the expected repayment
of $100 million of 6 3/8% notes that mature on March 17, 2008, GT
will have reduced its debt by $3.2 billion since the beginning of
2007.

The ratings and Stable Outlook for GT reflect an improving cost
structure, a more focused marketing strategy, growing
international sales, and a solid liquidity position.  GT has
exited low-margin segments of the wholesale private label tire
business and expanded its higher margin premium tire business.  
Results in GT's North American operations, while improving, remain
weaker than its international operations, and GT remains exposed
to declining vehicle sales in the U.S. and an uncertain economy.  
An increasing proportion of sales outside the U.S. should help
alleviate this concern over the long term.  Other rating concerns
also include high raw material costs, competitive pricing in
certain international markets and cash requirements for capital
expenditures and pension contributions.  Further upside changes in
the ratings or Outlook will depend on GT's ability to extend its
recent progress in addressing operating challenges and in building
stronger credit metrics.

Cash flow from operations continued to be weak in 2007 due to
large pension contributions and higher working capital
requirements as GT recovered from the labor strike in late 2007.  
In 2008, cash flow will remain challenging but should be favorably
affected by reduced pension contributions, a better working
capital position, and lower interest expense related to debt
reduction.  Cost pressures from raw materials, including rubber,
which GT estimates may rise 7%-9% in 2008, could be mitigated by
GT's ongoing cost-reduction program.  At the end of 2007, GT had
achieved more than half of its $1.8 billion-$2 billion four-year
cost reduction goal.  The program involves cost savings from
higher productivity, a reduction in GT's global footprint, and a
further transition to low-cost sourcing.  GT has been effective at
reducing the negative impact of high raw material costs by raising
prices and emphasizing higher-margin premium tires.

At the end of 2007, GT had a liquidity position of approximately
$4.9 billion, consisting of $3.5 billion of cash and $1.8 billion
of credit facility availability, less $396 million of short-term
debt and current maturities.  Year-end cash balances were used to
execute the debt reduction mentioned above, and they will be
utilized to fund the planned $1 billion contribution to GT's
Voluntary Employees' Beneficiary Association trust.  The
transaction would significantly reduce OPEB liabilities and
associated cash requirements in future years.  Other cash
requirements in 2008 will include pension contributions, though at
a much lower level than previous years, increased capital
expenditures, and modest debt reduction.  GT's debt-to-EBITDA
ratio has declined from an unusually high level one year ago and
stood at 3 times as of Dec. 31, 2007.  The company's long-term
target for debt/EBITDA is 2.5x as measured by its bank facilities
and differs somewhat from Fitch's calculation.  EBITDA-to-Interest
coverage improved to 3.4x at the end of 2007 compared to 2.4x at
the end of 2006.

All previously assigned Recovery Ratings have been withdrawn as a
result of the IDR upgrade to 'BB-'.  Fitch assigns explicit RR's
only for companies with an IDR of 'B+' or below.  Notching for
companies with IDR's above 'B+' continues to be heavily influenced
by broader historical recovery patterns.


GSC ABS: Moody's Junks 'Aa2' Rating on $96 Million Notes  
--------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by GSC ABS Funding 2006-3g, Ltd., and left on review
for possible further downgrade the rating of four of these
classes.  The notes affected by this rating action are:

Class Description: Up to $1,085,000,000 Commercial Paper
Notes/Class A-1LT Floating Rate Notes Due June 2042

  -- Prior Rating: Aaa/P-1

  -- Current Rating: Aa2, on review for possible downgrade/P-1, on
     review for possible downgrade

Class Description: $35,000,000 Class A-1-a Floating Rate Notes Due
June 2042

  -- Prior Rating: Aaa
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: $192,000,000 Class A-1-b Floating Rate Notes
Due June 2042

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $104,000,000 Class A-2 Floating Rate Notes Due
June 2042

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $96,000,000 Class B Floating Rate Notes Due
June 2042

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $49,600,000 Class C Deferrable Floating Rate
Notes Due June 2042

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

Class Description: $22,400,000 Class D Deferrable Floating Rate
Notes Due June 2042

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

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Jan. 31, 2008, as reported by the Trustee, of an event of default
that occurs when the Class A/B Overcollateralizatoin Ratio is less
than or equal to 93.7 per cent, as described in Section 5.1(h) of
the Indenture dated Jan. 18, 2007.

GSC ABS Funding 2006-3g, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CMBS
securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.1(h) of the Indenture occurred.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction 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 the Controlling
Class following an event of default.  Because of this uncertainty,
the ratings assigned to the Commercial Paper Notes/Class A-1LT
Notes, Class A-1-a Notes, Class A-1-b Notes and Class A-2 Notes
remain on review for possible further action.


HARTSHORNE CDO: Moody's Junks Rating on $133 Mil. Notes From 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Hartshorne CDO I, Ltd., and left on review for
possible further rating action the rating of one of these classes
of notes.  The notes affected by this rating action are:

(1) $625,000,000 Class A1S Variable Funding Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3, on review future direction uncertain

(2) $133,000,000 Class A1J Senior Secured Floating Rate Notes Due
2047

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: C

(3) $75,000,000 Class A2 Senior Secured Floating Rate Notes Due
2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C

(4) $52,000,000 Class A3 Secured Deferrable Interest Floating Rate
Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

(5) $25,000,000 Class B1 Mezzanine Secured Deferrable Interest
Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

(6) $20,000,000 Class B2 Mezzanine Secured Deferrable Interest
Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

(7) $20,000,000 Class B3 Mezzanine Secured Deferrable Interest
Floating Rate Notes Due 2047

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Nov. 9, 2007, of an event of default caused by a
failure of the Senior Credit Test to be satisfied pursuant Section
5.1(h) of the Indenture dated March 20, 2007.  This event of
default is still continuing. Hartshorne CDO I, Ltd. is a
collateralized debt obligation backed primarily by a portfolio of
RMBS and CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral and the Notes.  In this regard the
Trustee reports that a majority of the Controlling Class has
exercised its right under the Indenture to declare the principal
of the Notes and the Outstanding Class A1S Funded Amount to be
immediately due and payable.  Furthermore, according to the
Trustee, a majority of the Controlling Class has exercised its
right to direct the disposition of the Collateral in accordance
with relevant provisions of the transaction documents.

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 outcome of the liquidation.  Because of this
uncertainty, the ratings assigned to the Class A1S Notes remain on
review for possible further action.


INGEAR CORP: Wants to Hire Harney Management as Financial Advisor
-----------------------------------------------------------------
InGear Corporation seeks authority from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Harney Management
Partners LLC as financial advisor.

According to the Debtor, Harney Management is a leading provider
of management and consulting services to lending institutions,
secured and unsecured creditors, shareholders and business owners.  
Harney Management has skilled and diverse team of professionals,
qualified to serve as financial advisor and to assist in the
evaluation of the Debtor's business.

Harney Management will:

   a) evaluate the business operations of the Debtor;
  
   b) counsel the Debtor with respect to the administration of the
       bankruptcy estate;

   c) investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtor's business, and any other
      matter relevant to the case or to the formulation of a plan
      of reorganization;

   d) assist in the preparation of motions, answers, orders,
      reports, and other legal papers in connection with the
      administration of the bankruptcy estate;

   e) assist the Debtor in fulfilling its duties set forth in 11
      U.S.C. Section 1106; and

   f) perform other financial advisory services as may be
      necessary and appropriate for the efficient and economical
      administration of the case.

Gregory S. Milligan, Harney Management's executive vice president,
tells the Court that firm intends to be paid weekly for
professional services rendered in connection with this Chapter 11
case.  Harney Management will also reimburse all out-of-pocket
expenses incured in connection with this case.

Mr. Milligan relates that the fees and expenses advanced by the
Debtor since Jan. 15, 2008, totaled $63,891.

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

Headquartered in Buffalo Grove, Illinois, InGear Corporation  --
http://www.ingearsports.com/--  manufactures leather goods, toys  
and sporting goods.  The Debtor filed for Chapter 11 protection on
Feb. 7, 2008, (Bankr. N. D. Ill. Case No.: 08-02824.) Daniel A.
Zazove, Esq. of Perkins Coie LLP represents the Debtor in its
restructuring efforts.  No Trustee or examiner has been appointed
in this case.  When the Debtor filed for protection from its
creditors, it has estimated assets and debts of $10 million to $50
million.


INVERNESS MEDICAL: Plans to Close Unipath Operations in England
-------------------------------------------------------------
Inverness Medical Innovations Inc. disclosed in a regulatory
filing dated March 4, 2008, that it has commenced the process, to
close its Unipath Inc. facility in Bedford, England, and to move
manufacturing operations principally to Shanghai and Hangzhou,
China.  This is in connection with the company's ongoing review of
its worldwide operations for the purpose of improving efficiency,
lowering operating costs and improving margins,

According to the company, Unipath has began discussions with
employee representatives as part of a consultation process as
required under English law.  If implemented, the proposed closure
and transfer could be completed by the end of 2009.  

The company expects that total costs of the proposed transfer and
closure will be approximately $37.0 million, including
approximately $24.0 million in severance costs, rent expense
through the lease termination date and other cash expenditures and
non-cash fixed and current asset charges totaling approximately
$13.0 million.  Approximately 80% of these costs would be absorbed
by the partners in the company's 50/50 consumer diagnostics joint
venture or their parent companies, with the company paying the
rest.

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,     
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                           *     *     *

Inverness Medical Innovations Inc. carries Moody's Investors
Service's B2 corporate family rating assigned on Jan. 28, 2008.


IRIDIUM SATELLITE: Moody's Raises Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Iridium Satellite LLC's
Corporate Family Rating by one notch to B2 from B3 and also
upgraded the company's speculative grade liquidity rating to SGL-1
(indicating very good liquidity) from SGL-2 (indicating good
liquidity).  Ratings of the company's outstanding debt instruments
were also upgraded and applicable LGD assessments were adjusted
accordingly.  The outlook for all ratings is stable.

The rating action reflects improved financial performance as
favorable competitive dynamics and the continued uptake under
Iridium's US Department of Defense contract combine to generate
improved free cash flow.  In the near term, expectations of
Iridium being FCF positive over the rolling four quarter forward-
looking SGL rating horizon, combined with an unused revolving
credit facility whose access will not be adversely affected by
financial covenant compliance, results in an assessment of very
good liquidity and an SGL-1 speculative grade liquidity rating.

Upgrades:

Issuer: Iridium Satellite LLC

  -- Corporate Family Rating, Upgraded to B2 from B3

  -- Probability of Default Rating, Upgraded to B1 from B3

  -- Senior Secured Bank Credit Facility, Upgraded to B1 (LGD4,
     55) from B2 (LGD3, 34)

  -- Second Lien Secured Bank Credit Facility, Upgraded to B3
     (LGD6, 95) from Caa2 (LGD5, 82)

At this juncture, despite recent accelerated debt repayments and
the potential of additional accelerated pre-payment, ratings are
constrained by the lack of clearly articulated guidance concerning
FCF application, and the related potential of cash being allocated
to other purposes.  In addition, there is the longer term matter
of uncertainty concerning the company's ability to be cash flow
self-sufficient given the finite life of its existing 66-satellite
constellation and the need to fund its replacement.  This balance
of short and long term influences combine to generate the B2 CFR.   
The stable rating outlook reflects a balance of considerations
that could impact ratings over the near term.

However, with favorable short term influences (i.e.; the company
being FCF positive and having very good liquidity arrangements),
near-term default risk is somewhat reduced relative to the
standard for even the revised B2 CFR.  Conversely, as the
company's asset base nears the expiration of its useful life, the
loss given default assessment has been revised upward somewhat.   
Accordingly, the probability of default is assessed as more akin
to B1 risk levels, and the LGD expectation for the enterprise has
been raised to 65% from the prior 50% historical mean level range
most commonly applied to and realized by rated corporate entities.   
Individual instrument ratings reflect these revisions as well as
the CFR upgrade.

Headquartered in Bethesda, Maryland, Iridium Satellite LLC is a
mobile satellite services company that provides global
telecommunication services to government and commercial customers.


ISLE OF CAPRI: Appoints Jim Perry as Chief Executive Officer
------------------------------------------------------------
Jim Perry, a gaming industry executive, will become Isle of Capri
Casinos Inc.'s chief executive officer effective March 10,
replacing Bernard Goldstein in that position.

"Since joining our board last July, Jim Perry has served as the
chair of a joint strategic committee comprised of members of our
board and our management team," Bernard Goldstein, chairman of the
board and chief executive officer, commented.  "Our goal was to
develop a plan to make our assets more competitive, more closely
align our operating strategy with the needs of our customers and
strengthen our balance sheet."

"I firmly believe that the strategic plan developed under his
leadership will serve as a platform for the future growth of the
company." Mr. Goldstein said.  "As such, I am disclosing my
retirement from the position of chief executive officer and it is
my pleasure to disclose the appointment of Jim Perry to the
position of executive vice chairman and CEO, effective March 10,
subject to regulatory approval.

"Along with president and chief operating officer Virginia
McDowell and the rest of the senior management team, our employees
and investors are in the capable hands of a team that is known for
financial discipline and operational excellence," Mr. Goldstein
continued.  "It has been my pleasure to watch the company grow
since our first casino opened in 1992."  

"We have assembled a talented and respected team to ensure that
the company continues to grow into the future," Mr. Goldstein
said.  "I look forward to working with them, and will continue to
serve as chairman of the board as we implement our strategic
plan."

Over the past decade, Mr. Perry has served as the president, chief
executive officer and as a member of the board of directors at
both Trump Entertainment Resorts and Argosy Gaming Company.  With
nearly 30 years of experience leading gaming operations and
companies in regional and destination markets, he is recognized as
one of the gaming industry's distinguished executives.

During Mr. Perry's tenure at Argosy, the company built one of the
strongest balance sheets in gaming, was an industry leader in
EBITDA margins, and was recognized by several leading publications
for record earnings growth and financial stability.

"Bernie Goldstein and the Isle board of directors have offered me
a wonderful opportunity to work with a very talented team, to
continue to enhance the value of the company for our shareholders,
improve the gaming experience for our customers, and build a
strong company with opportunity for our employees," Mr. Perry
said.  "I appreciate both their support and their confidence in
me."

"The main components of the strategic plan are to focus on organic
growth opportunities, and to consolidate our portfolio into two
brands based on a variety of factors, including the size of the
facility, amenities, and the size of the primary markets served,"
Mr. Perry explained.  "Our Isle brand will feature regional
facilities with hotel rooms and convention facilities designed for
both business and leisure travelers, with upgraded amenities, all
of which will complement our casino product.  Based on a
significant market research project conducted with our database
customers, we will reintroduce Lady Luck as the brand for our
smaller facilities that serve more local markets."

"The strategic committee is continuing to work with the board of
directors on the approval of the major projects associated with
the re-branding, the timing of which will occur over the next few
years." Mr. Perry continued.  "The first Isle properties will
include Biloxi, where planning is nearly complete on Phase One of
the master plan, and Bettendorf, where the company is beginning
the planning process for a land-based casino which will be located
between the existing two hotel towers."

"We expect that the expanded Bettendorf facility will be connected
by a sky bridge to the new 50,000 square foot convention center
being jointly developed by the City of Bettendorf and Isle of
Capri, which the City expects to open later this year," Mr. Perry
said.  "Caruthersville will become the first Lady Luck property by
June 2008."

"We have a tremendous opportunity to unlock shareholder value by
further improving operating results," Virginia McDowell, president
and chief operating officer, added.  "We have made progress over
the course of fiscal 2008, most notably in Black Hawk, the Quad
Cities and Boonville.  Despite pressure on the economy, EBITDA and
margins have continued to improve at several properties year over
year. In addition, we continue to re-engineer our business
processes at both the corporate and property levels."

"A reorganization at the corporate office, during the third
quarter, included a reduction in the workforce and the
introduction of cost saving programs which we expect, when fully
implemented, will result in expense reductions of over $3 million
annually," Ms. McDowell added.  "In addition, we are continuing to
evaluate, consulting agreements and agreements with outside
contractors for additional expense reduction opportunities.

"At the property level, we continue to identify margin improvement
opportunities, Ms. McDowell said.  "In many cases, programs
eliminated at the corporate level represent a direct savings to
the operating units.  We recognize, however, that companies cannot
save their way to success and we continue to reallocate our
resources in order to improve the overall guest experience, target
more profitable customers and increase revenue.  In line with our
strategic objectives, we will build our brands around our
customers, and create experiences for our guests based upon what
is important to them."

                About Isle of Capri Casinos Inc.

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns   
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach, Florida.  
The company also operates and has a 57% ownership interest in two
casinos in Black Hawk, Colorado.  Isle of Capri Casinos'
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, a casino in Coventry, England, and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

Moody's Investor Services placed Isle of Capri Casinos Inc.'s
probability of default and long-term corporate family ratings at
'B1' in June 2007.  The ratings still hold to date with a stable
outlook.


ISLE OF CAPRI: Posts $14 Mil. Net Loss in Quarter Ended January 27
------------------------------------------------------------------
Isle of Capri Casinos Inc. reported financial results for the
third fiscal quarter ended Jan. 27, 2008.  The company reported
net loss for the third quarter of fiscal 2008 of $13.8 million
compared to net loss of $8.9 million for the third quarter of
fiscal 2007.

For nine months ended Jan. 27, 2007, the company reported net loss
of $45.5 million compared to net income of $9.9 million for the
same period in the previous year.

The company's results of operations for the three and nine month
periods ended Jan. 27, 2008, and Jan. 28, 2007, reflect the
consolidated operations of all of its subsidiaries.  The Vicksburg
and Bossier City properties are reflected as discontinued
operations for the periods prior to their sale in July 2006.

Other significant factors impacting net income are:

   1. Stock based compensation expense was $1.7 million in the
      third quarter of 2008 versus $1.5 million in 2007.
    
   2. Depreciation and amortization expense increased from
      $24.6 million to $34.9 million due to the Pompano, Waterloo,
      Caruthersville and Coventry assets being placed in service.
    
   3. Interest expense increased $5.3 million to $27.5 million due
      to higher average borrowings.
    
   4. The income tax benefit recorded in the third quarter
      increased to $7.4 million from $1.9 million during the third
      quarter of last year.

                         Capital Structure

As of Jan. 27, 2008, the company has $117.6 million of cash and
cash equivalents and total debt of $1.57 billion.

Effective Jan. 27, 2008, the company completed the purchase of the
43% minority interest in a Colorado operations owned by its
partner, for $64.6 million.  On Jan. 28, 2008, the company
refinanced approximately $187 million of debt that existed at the
Blackhawk entity through borrowings under our credit facility.

The company has designated the subsidiaries that operate the
Blackhawk operations as "restricted subsidiaries" under the
provisions of our credit facility and its 7% subordinated notes.

At Jan. 27, 2008, the company's balance sheet showed total assets
of $2.11 billion, total liabilities of $1.88 billion and total
stockholders' equity $0.23 billion.

                About Isle of Capri Casinos Inc.

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns   
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach, Florida.  
The company also operates and has a 57% ownership interest in two
casinos in Black Hawk, Colorado.  Isle of Capri Casinos'
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, a casino in Coventry, England, and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

Moody's Investor Services placed Isle of Capri Casinos Inc.'s
probability of default and long-term corporate family ratings at
'B1' in June 2007.  The ratings still hold to date with a stable
outlook.


JUPITER HIGH: Moody's Junks Rating on $150 Million Notes From 'A2'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Jupiter High Grade CDO VII, Ltd., and left on
review for possible further downgrade the rating of one of these
classes.  The notes affected by this rating actions are:

Class Description: $150,000,000 Class A-2 Floating Rate Notes Due
November 2047

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

Class Description: $150,000,000 Class A-3 Floating Rate Notes Due
November 2047

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

Class Description: $80,000,000 Class A-4 Floating Rate Notes Due
November 2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C

Class Description: $20,000,000 Class A-5 Floating Rate Notes Due
November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $20,000,000 Class B Deferrable Floating Rate
Notes Due November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $10,000,000 Class C Deferrable Floating Rate
Notes Due November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 30, 2007, as reported by the Trustee, of an event of default
caused by the failure of the Principal Coverage Ratio relating to
the Class A Notes to be at least equal 97.00%, as described in
Section 5.1(d) of the Indenture dated Aug. 2, 2007.

Jupiter High Grade CDO VII, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notice from the Trustee that the
Requisite Noteholders directed the Trustee to accelerate the Rated
Notes and terminate the Reinvestment Period.

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 other post-event of default remedies by
certain Noteholders.  Because of this uncertainty, the ratings
assigned to Class A-2 Notes remain on review for possible further
action.


JUPITER HIGH: Moody's Junks Rating on $150 Million Notes From 'A2'
------------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Jupiter High Grade CDO VII, Ltd., and left on
review for possible further downgrade the rating of one of these
classes.  The notes affected by this rating actions are:

Class Description: $150,000,000 Class A-2 Floating Rate Notes Due
November 2047

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

Class Description: $150,000,000 Class A-3 Floating Rate Notes Due
November 2047

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

Class Description: $80,000,000 Class A-4 Floating Rate Notes Due
November 2047

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: C

Class Description: $20,000,000 Class A-5 Floating Rate Notes Due
November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $20,000,000 Class B Deferrable Floating Rate
Notes Due November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $10,000,000 Class C Deferrable Floating Rate
Notes Due November 2047

  -- Prior Rating: Ca
  -- Current Rating: C

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 30, 2007, as reported by the Trustee, of an event of default
caused by the failure of the Principal Coverage Ratio relating to
the Class A Notes to be at least equal 97.00%, as described in
Section 5.1(d) of the Indenture dated Aug. 2, 2007.

Jupiter High Grade CDO VII, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  In
this regard, Moody's has received notice from the Trustee that the
Requisite Noteholders directed the Trustee to accelerate the Rated
Notes and terminate the Reinvestment Period.

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 other post-event of default remedies by
certain Noteholders.  Because of this uncertainty, the ratings
assigned to Class A-2 Notes remain on review for possible further
action.


LUCHT'S CONCRETE: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lucht's Concrete Pumping, Inc.
        3800 South Federal Boulevard
        Sheridan, CO 80100

Bankruptcy Case No.: 08-12619

Type of Business: The Debtor offers concrete pumping services.  
                  See http://www.luchtsconcrete.com/and  
                  http://www.luchts.com/

Chapter 11 Petition Date: March 5, 2008

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: David Wadsworth, Esq.
                     (dvw@sendwass.com)
                  Harvey Sender, Esq.
                     (Sendertrustee@sendwass.com)
                  1660 Lincoln Street, Suite 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Dougherty Funding, LLC         value of collateral:  $5,244,987
90 South 7th Street,           $3,314,000
Suite 4300
Minneapolis, MN 55402

SL Financial Services Corp     value of collateral:  $5,169,882
251 Riverside Avenue           $2,845,150
Westport, CT 06880

First National Bank of         value of collateral:  $2,053,976
Colorado                       $860,000
P.O. Box 9032
Boulder, CO 80301-9032

Orix Financial Services, Inc.  value of collateral:  $1,241,207
P.O. Box 7247-0369             $955,500
Philadelphia, PA 19170-0369

All Points Capital Corp.       value of collateral:  $767,060
P.O. Box 3071                  $556,500
Hicksville, NY 11802-3071

Omni National Bank             value of collateral:  $495,319
Six Concourse Parkway,         $339,500
Suite 2300
Atlanta, GA 30328

Summit Financial                                     $408,865
2455 East Parleys Way,
Suite 200
Salt Lake City, UT 84109

SM Realty                                            $365,998
Suite 201, 1400 Glenarm Pl.
Denver, CO 80202

RP Capital Corp                value of collateral:  $277,662
7401 Metro Boulevard,          $232,750
Suite 320
Edina, MN 55439

Kraus-Anderson Capital, Inc.   value of collateral:  $256,113
523 South Eigth Street,        $191,100
Suite 523
West Minneapolis, MN 55404

Comdata                                              $146,986

Carson Oil Co., Inc.                                 $146,871

American Express                                     $129,593

AGC-IUDE Local 701 Trust Fund                        $62,239

Stonehill Financial, LLC                             $45,434

Anthem Blue Cross/Blue Shield                        $39,820

Boulder Gas                                          $36,078


KEY DEVELOPERS: Section 341(a) Meeting Slated for April 2, 2008
---------------------------------------------------------------
Parties owed money by Key Developers Group LLC will have a meeting
at 1:30 p.m., on April 2, 2008, at the courthouse in 501 East Polk
Street in Tampa, Florida, Tampa Bay Business Journal's Michael
Hinman relates.

The Place at Channelside Web site --
http://www.theplacecondos.com/-- indicated Thursday that 95% of  
its 469 units have been sold, BizJournal says.  That Web site is
no longer accessible at press time.

Based on BizJournal's report, Key Developer is facing a hundred
lawsuits alleging breach of contract and demanding cancellation of
contracts filed in November 2007 by buyers.

The Place at Channelside is valued at $194 million, and its unit
prices ranges from $180,000 to above $1 million, BizJournal adds.

According to Emporis.Com, other firms involved in the construction
of The Place include Bovis Lend Lease Inc., Kimmins Contracting
Corp., Wichman Construction, Jablonsky, Ast and Partners, KTD
Engineers, Cecconi Simone, Phil Graham & Company, PA, APG Electric
Inc., Long Foundation Drilling Company, Williamson & Associates,
Inc., KTD Engineers, Potain SAS, KONE Inc., CapForm Inc., and
South Carolina Steel Corporation.  The design was done by Hariri
Pontarini Architects and Studiomarc International, Emporis.Com
reveals.

                      About Key Developers

Tampa, Florida-based Key Developers Group LLC is a real estate
developer.  Its developments include a 469-unit, The Place at
Channelside I and II.  The Place at Channelside I, an-8-floor
building, was completed in 2007, while The Place at Channelside
II, a 32-floor building, was never built.  Its president is Fida
Sirdar Hussain.  Key Developers filed for chapter 11 on March 5,
2008 (Bankr. M.D. Fla. Cas No. 08-02929).  Scott A. Stichter,
Esq., at Stichter, Riedel, Blain & Prosser PA represents the
Debtor in its restructuring efforts.  It listed asset between
$100 million to $500 million and debts between $50 million to
$100 million when it filed for bankruptcy.


KEY DEVELOPERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Key Developers Group, LLC
        1101 Channelside Drive, Suite 237
        Tampa, FL 33602

Bankruptcy Case No.: 08-02929

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: March 5, 2008

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Scott A. Stichter, Esq.
                     (sstichter.ecf@srbp.com)
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  http://www.srbp.com

Estimated Assets: $100 million to $500 million

Estimated Debts:   $50 million to $100 million

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


KURLEMANN BUILDERS: Commences Chapter 7 Liquidation in Ohio
-----------------------------------------------------------
Kurlemann Builders, Inc. filed for protection under Chapter 7 of
the Bankruptcy Code before the U.S. Bankruptcy Court for the
Southern District of Ohio on March 3.

Kurlemann Builders disclosed $61,907 in assets and $1.85 million
in liabilities, including at least $1.5 million of the debt
associated with two lawsuits filed in Warren County, Ohio, The
Lebanon (Ohio) Western Star reports.

Now that luxury home builder Bernie Kurlemann has taken one of his
companies into bankruptcy court, two Mason residents who sued him
for shoddy work will likely only get a fraction of their money,
Western Star Staff Writer Denise G. Callahan says.

Mr. Kurlemann started the company 20 years ago.

Business Courier of Cincinnati relates that the company's largest
creditors included home buyers Michael and Marianne Chappelle of
Maineville and John and Connie Musuraca of Mason, who filed suits
against the builder earlier this year, as well as Thompson Hine
LLP for its law services in both disputes.  Other creditors
include contractors like Interwood Custom Carpentry of Cincinnati,
H & H Plumbing of Cincinnati and JP Flooring of West Chester,
Business Courier says.

Mr. Kurlemann said the creditors were aware of the bankruptcy
filing, Business Courier relates.  When asked if they would be
made whole, he speculated that most would not take issue with it,
Business Courier says.

"Creditors are going to manage what they have to manage," Mr.
Kurlemann said, Business Courier relates.  "It's up to them as to
how they will pursue their situation."


MANCHESTER INC: Gets Interim Court Nod on Cash Collataral Use
-------------------------------------------------------------
Manchester Inc. and its debtor-affiliates obtained interim
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to use their lenders' cash collateral, and grant
the lenders adequate protection.

Certain secured lenders assert that some prepetition obligations
were, as of the date of bankruptcy, secured by valid, enforceable
and properly perfected liens on and security interests in
substantially all of the Debtors' personal property and other
assets, including funds held in bank accounts.  The funds
constitute cash collateral under Section 363(a) of the U.S.
Bankruptcy Code.

The Debtors expect to obtain cash collateral from cash on hand and
proceeds from accounts receivable.  As of the bankruptcy date, the
Debtors had significant cash on hand, and is sufficient to fund
the Debtors' continued operations during the period specified in a
budget.

Pursuant to the Interim Cash Collateral Order, the Court permitted
the the Debtors to make payments on account of prepetition claims
of mechanics and other vendors that hold valid possessory liens
against the property of the Debtors' estates.

As adequate protection, the Debtor gave the secured lenders
replacement security interest in and liens upon the postpetition
collateral.

The Debtors have an immediate need to use the cash collateral for
the purpose of meeting necessary expenses incurred in the ordinary
course of their business, including payroll and restructuring
costs.

                       About Manchester Inc.

Based in Dallas, Texas, Manchester Inc. (OTCBB: MNCS) --
http://www.manchesterinc.net/-- is in the Buy-Here/Pay-Here auto      
business.  Buy-Here/Pay-Here dealerships sell and finance used
cars to individuals with limited credit histories or past credit
problems, generally financing sales contacts ranging from 24 to 48
months.  It operates six automotive sales lots, which focus on the
Buy-Here/Pay-Here segment of the used car market.

The company and its seven affiliates filed for chapter 11
protection on Feb. 7, 2008 (Bankr. N.D. Tex. Case No.08-30703).  
Eric A. Liepins, Esq., represents the debtors in their
restructuring efforts.  As of the debtors' bankruptcy filing, it
listed total assets of $131,582,157 and total debts of  
$123,881,668.


MCCALL CITY: Allowed to Issue Bonds; Contempt Hearing Called Off
----------------------------------------------------------------
The city of McCall, which last week was in danger of falling into
bankruptcy due to its debt with a contractor, got two favorable
court rulings recently, KTVB.com (Ida.) reports.

Judge Thomas Neville, District Judge (4th District) of Ada County,
agreed to let the city issue 30-year municipal sewer bonds to
raise $6.5 million owed in a settlement of a suit with a
wastewater treatment facility contractor.

In another ruling, U.S. District Judge B. Lynn Winmill agreed to
postpone a contempt of court hearing scheduled for Thursday that
could have forced the city into bankruptcy.   

McCall had claimed that Boise-based St. Clair Contractors, Inc.,
didn't do the agreed work properly.  The contractor, and Employers
Insurance of Wausau, which provided the contractor's performance
bond, demanded payment of $6.5 million.  

Since May of last year, the city has paid back $1 million of that
debt, according to KTVB.com.  The companies say the city is in
contempt for not following Judge Winmill's previous ruling
ordering the city to pay the judgment immediately.  It wanted the
Court to prohibit McCall from making any payments to anyone until
that judgment is satisfied, according to the report.

The city has appealed to the Ninth Circuit Court of Appeals.  If
McCall wins that case, the amount owed would be reduced by nearly
90 percent, from more than $6 million to around $600,000, the
report says.  A hearing on that issue has not been scheduled.

According to KTVB.com, if the city pays off its debt by mid-May,
that contempt motion will be dismissed altogether.  

During a special city council meeting on Monday, the council asked
the company to drop their petition while presenting a plan to pay
the debt, KBCI CBS 2 (Ida.) reports.  The council plan to increase
McCall area residents sewer bill by $10 over the next 25-30 years.

McCall is a city in Valley County, Idaho. At a Special Election in
August, 1993, the citizens of McCall chose to adopt the City
Manager-Council form of municipal government.


MIAMI BEACH FLA: Moody's Cuts Rating on Revenue Bonds to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded the rating on $830,000 of
outstanding Housing Authority of the City of Miami Beach, Florida
Mortgage Revenue Refunding Bonds, Series 1997A (Section 8 Assisted
- Midtown Plaza Project) to Ba2 from A3.  The outlook has been
revised to negative from stable.  The downgrade is based on a
significant decline in debt service coverage, primarily resulting
from an increase in property expenses.

Midtown Plaza, also known as Shep Davis apartments, is a 49-unit
building located in Miami Beach.  The building includes studio and
one-bedroom apartments, and is intended for low-income families
with a disabled, handicapped, or elderly member.

                            Strengths

* Fully funded debt service reserve fund as of Jan. 31, 2008;

* 100% occupancy rate as of Feb. 20, 2008;

* Relatively short time until bond maturity;

* Rental rates below Fair Market Rent, making future increases in
   rental rates possible.  Property management has indicated that
   the property may receive additional payments from HUD in the
   near future.

                           Challenges

* Debt service coverage levels are deteriorating.  Audited
   financial statements show debt service coverage levels have
   declined from 0.94x (FY2004) to 0.90x (FY2005) to .83 (FY2006).

* Real estate taxes have increased substantially over the past
   three fiscal years and remain at elevated levels.  Property
   management reports that the taxes are being appealed, but no
   rebate has been received to date.

* The bonds do not amortize evenly.  The final debt service
   payment on the bond maturity date of Sept. 1, 2012 requires a
   large principal payment, which increases the importance of
   preserving the debt service reserve fund.

                           Outlook

The outlook on the bonds has been revised to negative due to the
steady decline in debt service coverage and the potential for
draws on the debt service reserve fund.  In the event of a draw on
the debt service reserve fund, the bonds would likely experience
another multi-notch downgrade.

                        Key Statistics

  -- Current Occupancy: 100%
  -- Bond Maturity: Sept. 1, 2012
  -- HAP Expiration: July 16, 2012
  -- Debt Service Coverage (FY2006): 0.83x


MOST HOME: Receives $350,000 in Private Placement of Common Shares
------------------------------------------------------------------
Most Home Corp. disclosed in a regulatory SEC filing Tuesday that
on Dec. 12, 2007, the company entered into an agreement with an
accredited investor to sell up to 1,200,000 shares of common stock
and 1,200,000 share purchase warrants for total proceeds of
$300,000, at a price of $0.25 per unit of share and warrant.  Each
warrant entitles the investor to purchase one additional common
share at an exercise price of $0.40 per share for a period of
three years.

The company said it has received $150,000 as of Feb. 26, 2007.  
The balance will be paid on or before March 2008.  No commission
was paid by the company in connection with the private placement.

The company also disclosed that on Jan. 7, 2008, the company
entered into an agreement with two accredited investors to sell up
to 800,000 shares of common stock and 800,000 share purchase
warrants for total proceeds of $200,000, at a price of $0.25 per
unit of share and warrant.  Each warrant entitles the investor to
purchase one additional common share at an exercise price of $0.40
per share for a period of three years.

The company has received the full amount of $200,000 and will be
issuing the securities once the proper paperwork are completed.
The company did not pay any commission in connection with the
private placement.

                         About Most Home

Headquartered in Maple Ridge, British Columbia, Canada, Most Home
Corp. (OTC BB: MHME.OB) -- http://www.mosthome.com/-- is a real   
estate services company providing technology solutions for agents,
brokers and real estate franchises.

                          *     *     *

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Most Home Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2007, and 2006.  The
auditing firm reported that the company has a working capital
deficiency and has incurred recurring losses from operations.  

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Most Home Corp.'s consolidated balance sheet at Oct. 31, 2007,
showed $1.4 million in total assets and $2.9 million in total
liabilities, resulting in a total stockholders' deficit of
$1.5 million.


NATIONAL BEEF: Moody's Holds 'B2' Ratings; Changes Outlook to Neg
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of National Beef
Packing Company LLC, including the company's B2 corporate family
rating and B2 probability of default rating.  The rating outlook
was changed to negative from stable.

Ratings affirmed:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

Rating affirmed, with LGD percentage revised

  -- $160 million 10.50% senior unsecured notes due 2011 at Caa1
     (LGD5); LGD percentage to 86% from 87%

The change in outlook to negative is based on Moody's concern that
National Beef will be challenged to maintain credit metrics that
are appropriate for its rating over the near term, given margin
pressure as beef costs remain high for processors.

Separately, National Beef and the holders of membership interests
in the company announced yesterday that JBS S.A. would acquire the
membership interests, subject to regulatory and other approvals.   
The rated debt of National Beef will have to be refinanced or
amended upon the change of control.  The rating of JBS and the
position of the rated debt, if it remains outstanding, in JBS'
capital structure, will determine the post-acquisition ratings.

The company's B2 corporate family rating is supported by National
Beef's moderate scale, solid volume growth and lower earnings
volatility relative to other processors.  However, these
attributes are offset by the speculative grade elements in the
company's profile, primarily anemic credit metrics, narrow product
focus, and the concentration of its raw material sources.  Moody's
also views its capital structure as weak, given the ability of two
shareholder groups to put back their capital to the company at any
time beginning in August 2008, which could result in either a
leveraged recapitalization or an outright sale of the company.

National Beef Packing Company LLC, headquartered in Kansas City,
Missouri, is a processor of fresh beef products.  The company also
provides refrigerated transportation services.  Revenues for the
twelve months ended Nov. 24, 2007 were approximately $5.7 billion.   
The company is majority owned and controlled by U.S. Premium Beef,
LLC.


NORTH AMERICAN SCIENTIFIC: James Klinger Resigns as CFO
-------------------------------------------------------
North American Scientific Inc. disclosed Tuesday that James
Klingler resigned as senior vice president and chief financial
officer, effective March 21, 2008.  The company has initiated a
search for a new chief financial officer.

John Rush, president and chief executive officer, stated, "We
appreciate Jim's many contributions to the company and we wish him
all the best in his future endeavors."

                 About North American Scientific

Based in Chatsworth, California, North American Scientific
Inc. (NasdaqGM: NASI) -- http:www.nasmedical.com/ -- provides
radiation therapy products in the fight against cancer.  Its
products provide physicians with tools for the treatment of
various types of cancers.  They include Prospera(R) brachytherapy
seeds and SurTRAK(TM) needles and strands used primarily in the
treatment of prostate cancer.

                          *     *     *

At Oct. 31, 2007, the company's balance sheet showed total assets
of $6.18 million, total liabilities of $9.09 million, resulting to
a total stockholders' deficit of $2.91 million.


OKO-MED DOWNTOWN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Oko-Med Downtown Imaging, L.P.,
        In Re Oko-Med Downtown Imaging, L.P.
        2101 Crawford
        Houston, Texas 77002

Bankruptcy Case No.: 08-31250

Chapter 11 Petition Date: March 1, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Kelley Wilson, Esq.
                  Cain & LaCroix
                  416 Westheimer
                  Houston, Texas 77006
                  Tel: (713) 623-8200
                  Fax: (713) 456-2633

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


OZYMANDIUS LP: Court OKs $5.6 Mil. Kress Sale to Sound Warehouse
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the sale of 1936 vintage Kress Building to Sound
Warehouse of Dallas Inc. for $5.6 million, Bill Rochelle of
Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
the 1936 vintage Kress Building owned by Ozymandius LP in Fort
Worth, Texas, did not attract a bid at a February 4 auction,
William Rochelle at Bloomberg News reports, citing the Fort Worth
Star-Telegram.

Mr. Rochelle says a buyer canceled in January a contract to
purchase the building.  According to Mr. Rochelle, the building's
upper floors have been converted into loft apartments.

Forth Worth, Texas-based Ozymandius LP filed for Chapter 11
bankruptcy September 27, 2007, before the United States Bankruptcy
Court for the Northern District of Texas (Dallas) (Case No. 07-
34670).  Joyce W. Lindauer, Esq., in Dallas, represents the
Debtor.  The Debtor has disclosed to the Court $8 million in total
assets and $5.8 million in total debts, including $5.6 million in
secured claims, Mr. Rochelle says.


PACIFIC LUMBER: Wants Interim Court Nod on $51MM DIP Financing
--------------------------------------------------------------
The Pacific Pacific Lumber Company and its debtor-affiliates ask
authority from the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to obtain $51
million debtor-in-possession financing from Bank of America N.A.

Scotia Pacific Company LLC has determined that it is in its best
interests to avoid expensive battles over the use of cash
collateral, and to increase its operational flexibility by
securing a single and final round of postpetition financing to
fund its operations through confirmation of a Plan of
Reorganization, Kyung S. Lee, Esq., at Diamond McCarthy LLP, in
Houston, Texas, informed the Court.

According to Mr. Lee, Scopac's operations are significantly
affected by the weather and certain regulations.  Therefore, he
explains, planning and budgeting on a 13-week basis is extremely
difficult and subject to significant variances in results from
what was budgeted.  Because Scopac's noteholders have insisted on
this unreasonably short budgeting period and have failed and
refused to consent to the use of cash collateral throughout the
pendency of Scopac's case, Scopac's operational flexibility has
been hampered.

Mr. Lee told Judge Schmidt that a more pressing reason to obtain
additional financing has arisen.  "[Scopac] can no longer rely on
its heretofore only customer, The Pacific Lumber Company, to buy
its product at a predetermined price and to pay for that product
on a regular schedule."

In February 2008, PALCO could not pay Scopac the $4,317,000 it
owed Scopac for the logs it bought from Scopac in January 2008,
Mr. Lee noted.  There is no assurance, he adds, that PALCO will
be able to make that payment in the foreseeable future, nor has
PALCO been able to assure that Scopac will be paid for the logs
it sold PALCO in February -- payment for which is due March 20,
2008.

As a result of PALCO's nonpayment, Scopac considers itself free
to sell logs and standing timber to buyers other than PALCO, but
it must also bear pricing risk and the risk of increases in its
cost of goods sold, Mr. Lee elaborated.

In this light, Scopac obtained on Feb. 26, 2008, a commitment
letter from Bank of America, N.A., to advance $51,214,344 in
postpetition funds.

The proceeds of the DIP Loan will be used to:

   1) finance Scopac's postpetition working capital needs and
      general corporate purposes; and

   2) pay in full the existing indebtedness under Scopac's
      existing Credit Agreement dated July 1998, with BofA and
      certain other lenders.

A full-text copy of the terms of the BofA DIP Loan is available
for free at http://researcharchives.com/t/s?28d6

Mr. Lee informed the Court that Scopac heavily negotiated the
terms of the DIP Loan Facility with the DIP Lenders.  He adds
that Scopac solicited financing proposals from other parties,
however, only the DIP Lenders presented the best available
financing package based on price, commitment amount and other
factors.

"The success of this chapter 11 case depends upon Scopac's
immediate access to sufficient postpetition financing to enable
continued operations and generation of income," Mr. Lee asserted.

Bank of America is represented by O'Melveny & Myers LLP.

                          Objections

The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, and the Official Committee of Unsecured
Creditors each object to Scopac's request to incur postpetition
indebtedness.

A. BoNY

Scopac had known since at least February 22, 2008, that it would
be filing the DIP Motion, yet it waited until the evening of
March 3 to file the request, Toby L. Gerber, Esq., at Fulbright &
Jaworski LLP, in Houston, Texas, notes.  As a result, Scopac has
created a situation where it is impossible for any party-in-
interest to adequately prepare for its requested March 6 interim
hearing on the DIP Motion.

Moreover, Mr. Gerber argues, Scopac's pleadings fall far short of
the standards required to authorize the obtaining of credit prior
to a final hearing because there is no legitimate allegation of
immediate and irreparable harm facing the Debtor within the next
15 days.

Rather, Mr. Gerber asserts, Scopac's DIP Motion merely provides
conclusory and unsupported statements that "Scopac will be unable
to pay operating expenses, and therefore, unable to continue to
conduct its businesses pending Final Hearing."

Despite Scopac's assertions of dire need to pay operating
expenses prior to a final hearing on the DIP Motion, a review of
Scopac's weekly cash forecast through June 20, 2008, discloses
that its assertions are, at a minimum, greatly exaggerated, Mr.
Berber contends.  Scopac fails to address the fact that its
current 13-week cash collateral budget provides for those
payments.

As of March 4, 2008, no event of default has been declared under
Scopac's use of the Cash Collateral, the Court has already
authorized Scopac to use up to $5,000,000 in a Scheduled
Amortization Reserve Account, and the amount has not yet been
fully drawn by Scopac, Mr. Gerber reminds Judge Schmidt.

Accordingly, BoNY asks the Court to deny Scopac's request for an
emergency interim hearing on the DIP Motion for these reasons:

   -- Costs related to the continuation of operations are
      minimal;

   -- Authority already exists under the 13-week cash collateral
      budget to pay certain expenses;

   -- There is available cash in the SAR Account based on the
      Court's prior Orders; and

   -- The Court's Cash Collateral Order authorizes the payment of
      any expenses necessary to preserve the value of Scopac's
      assets after an extraordinary event.

B. Creditors Committee

The Creditors Committee asks the Court to deny Scopac's DIP
Motion because there is no business justification for Scopac's
request.

Representing the Creditors Committee, Maxim B. Litvak, Esq., at
Pachulski Stang Ziehl & Jones, in San Francisco, California,
asserts, "Scopac simply does not need to borrow money because
the company already has cash in the SAR account."

If Scopac needs additional cash, then it should ask to draw more
money out of the SAR Account, rather than entering into a costly
and complex postpetition loan agreement with Bank of America, at
a significantly higher cost to the estate, Mr. Litvak argues.

According to Mr. Litvak, the Creditors Committee has three
specific concerns with Scopac's DIP Motion:

   (1) The DIP Financing is expensive, with fees alone totaling
       $750,000, and interest charges fluctuating between 6% to
       7%, based on current rates;

   (2) The DIP Financing converts prepetition debt into a
       postpetition administrative expense;

   (3) The DIP Financing comes with many other strings attached,
       which, among other things:

          (i) prohibits the SAR account from being drawn below
              $25,000,000,

         (ii) requires confirmation of a Plan "acceptable to"
              BofA by August 31, 2008; and

        (iii) imposes certain additional reporting obligations
              and financial covenants on the Debtor's estate.

Taken together, Scopac would save itself a lot of money and
trouble if it were simply permitted to use SAR funds, rather than
entering into the DIP Financing, Mr. Litvak maintains.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
50, http://bankrupt.com/newsstand/or 215/945-7000).


PASA FUNDING: Moody's Reviews Ratings of Four Note Classes
----------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by PASA Funding 2007, Ltd. and left on review for
possible further downgrade the ratings of four of these classes.   
Moody's also placed the rating of one additional class of notes
issued by PASA Funding 2007, Ltd. on review for possible
downgrade.  The notes affected by this rating action are:

Class Description: Up to $ 2,810,000,000 aggregate Principal
Component of Class A-1B Notes

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

Class Description: $120,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $21,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $21,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2052

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $13,000,000 Class D Floating Rate Deferrable
Notes Due 2052

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

Class Description: $17,400,000 Class X Senior Secured Notes Due
2017

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Issuer on Feb. 22, 2008, of an event of default described in
Section 5.01(i) of the Indenture dated March 29, 2007.

PASA Funding 2007, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Event of Default described in
Section 5.01(i) of the Indenture occurred.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes. In
this regard, Moody's has received notice from the Trustee that, at
the direction of a majority of the Controlling Class, it has
declared the aggregate outstanding amount of the Secured Notes and
the Redemption Price of the Class X Notes to be immediately due
and payable.

The rating actions 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 further remedies to be pursued by the
Controlling Class.  Because of this uncertainty, the ratings
assigned to Class A-1B Notes, Class A-2 Notes, Class B Notes,
Class C Notes and Class X Notes remain on review for possible
further action.


PASCACK VALLEY: Sells Assets For $45 Million to HUMC/Touro LLC
--------------------------------------------------------------
Pascack Valley Hospital Association Inc., in consultation with
Bank of New York, determined that HUMC/Touro LLC's $45 million bid
is the highest and best offer beating 9 Knoll-LN LLC's offer.

Jack M. Zackin, Esq., at Sills Cummis & Gross P.C. in Newark, New
Jersey, said 9 Knoll also offered $45 million but the bid included
the Debtor's furniture, fixtures and equipments valued at
$500,000.

The Debtor's asset is comprised of real property located at 250
Old Hook Road in Westwood, New Jersey.

he auction sale was held on Feb. 27, 2008, before the Hon.
Rosemary Gambardella of the United States Bankruptcy Court for the
District of New Jersey.  Judge Gambardella approved on Dec. 20,
2007, the bidding procedure for the sale of substantially all of
the Debtor's asset.

The Debtor and HUMC/Touro LLC are currently finalizing a revised
asset purchase agreement.

Judge Gambardella set a sale hearing on March 18, 2008, whether to
approve the sale.

                       About Pascack Valley

Headquartered in Westwood, New York, Pascack Valley Hospital
Association, Inc. -- http://www.pvhospital.org/-- operates a
full-service, 291-bed non-profit medical facility, part of a
system of healthcare affiliates known as the Well Care Group,
Inc., which provides a full range of the most advanced,
technically specialized healthcare services available.  The
company filed for Chapter 11 protection on September 24, 2007
(Bankr. Case No.07-23686).  Jack M. Zackin, Esq., at Sills Cummis
Radin Tischman, represents the Debtor in its restructuring
efforts.  The U.S. Trustee for Region 3 appointed creditors to
serve on an Official Committee of Unsecured Creditors on this
case.  Douglas J. Mcgill, Esq., at Drinker Biddle & Reath,
represents the Committee.  When the Debtor filed for protection
against its creditors, it listed assets between $1 million to
$100 million and debts of more than $1 million.


PFP HOLDINGS: Wants to Hire Michael W. Carmel as Conflict Counsel
-----------------------------------------------------------------
P.F.P. Holdings Inc. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Michael W. Carmel Ltd. as conflicts counsel.

The Carmel firm will:

   1. advise and represent the Debtors in specified and discrete
      legal matters, including contested matters and adversary
      proceedings in which Bryan Cave may have a conflict or
      otherwise is unable to represent the Debtors; and

   2. performing such other legal services as may be requested by
      the Debtor, for reasons of efficiency.

The Debtors tell the Court that they will coordinate the
involvement of Bryan Cave and the Carmel Firm to avoid undue
expense to their estates.

Michael W. Carmel, principal of the Michael W. Carmel Ltd. tells
the Court that his hourly rate is $425.  He adds that the Carmel
firm will reimburse the costs and expenses incurred in
representing the Debtors.

Mr. Carmel relates that his firm received an advance retainer of
$30,000 from the Debtors in these Chapter 11 cases.

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

Mr. Carmel can be reached at:

     Michael W. Carmel Ltd.
     80 East Columbus Avenue
     Phoenix, AZ 85012-2334
     Tel (602) 264-4965
     Fax (602) 277-0144

PFP Holdings Inc., is a homebuilder based in Phoenix, Arizona.  
The company does business under names including Trend Homes and
Regency.  Papers filed in Court indicate that the Debtor generated
$309 million in revenue during 2007 while delivering almost 1,100
homes.

PFP and its debtor-affiliates filed for separate Chapter 11
bankruptcy protection on Jan. 31, 2008, (Bankr. D. Ariz. Case No.
08-00899).  Robert J. Miller, Esq., at Bryan Cave, L.L.P.,
represents the Debtor.  Upon its bankruptcy filing, it listed $50
million to $100 million in estimated assets and debts.


PILGRIM'S PRIDE: Board Names J. Clinton Rivers as President & CEO
-----------------------------------------------------------------
The board of directors of Pilgrim's Pride Corporation elected J.
Clinton Rivers as president and chief executive officer, effective
immediately.  Mr. Rivers, 49, previously served as chief operating
officer.

A special subcommittee of the board had been conducting a search
for a new president and CEO following the unexpected death of O.B.
Goolsby Jr. last December.

"After a thorough review of internal and external candidates, the
board unanimously agreed that Clint has the right combination of
experience and skills necessary to lead Pilgrim's Pride into the
future," Ken Pilgrim, chairman of Pilgrim's Pride and chairman of
the subcommittee that conducted the search, said.  "Our company
and industry are facing unprecedented challenges from soaring
feed-ingredient costs and other issues.  Throughout his career at
Pilgrim's Pride, Clint has played a pivotal role in positioning
the company for operational growth, leading the integration of
several large acquisitions, establishing key performance
benchmarks at our production facilities, and finding new ways to
operate more efficiently.  Clint loves a challenge, and we are
confident that he will provide the leadership necessary to
position the company for long-term growth."

During his career at Pilgrim's Pride, Mr. Rivers has held a
variety of increasingly responsible management positions.  He
joined the company as quality assurance manager in 1986.  He was
appointed plant manager of the Mt. Pleasant, Texas, production
facility in 1989.  Three years later, Mr. Rivers was promoted to
vice president of prepared foods operations in 1992, then moved up
to senior vice president of prepared foods operations, a post he
held until 2002.  After that, he was promoted to executive vice
president of prepared foods operations.  In 2004, he was appointed
COO. Mr. Rivers earned a Bachelor of Science degree in animal
science from Virginia Tech in Blacksburg, Virginia.

"I am proud and honored to lead a company with such a rich history
of innovation and service to our customers," Mr. Rivers said.  
"It's clear that we have a lot of work ahead of us, but I know
that our 55,000 employees are ready to deliver on our mission of
being a world-class food company."

Mr. Pilgrim said no decision has been made at this time about a
new COO.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  Pilgrim's Pride employs about 40,000
people and has major operations in Texas, Alabama, Arkansas,
Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania,
Tennessee, Virginia, West Virginia, Mexico and Puerto Rico, with
other facilities in Arizona, Florida, Iowa, Mississippi and Utah.

                         *     *     *

Pilgrim's Pride Corp. holds Moody's Investors Service's
B1 senior unsecured credit rating, B2 senior subordinated notes,
and Ba3 corporate family ratings.  PPC's planned new $250 million
senior unsecured notes also bears Moody's B1 rating and its new
$200 million senior subordinated notes bears Moody's B2 rating.
The outlook on all ratings is stable.  

Standard & Poor's Ratings Services gave Pilgrim's Pride Corp. a
'BB-' corporate credit rating.  


PINNACLE POINT: Moody's Downgrades Ratings on Poor Credit Quality
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Pinnacle Point Funding II
Ltd.

Class Description: Up to $1,800,000,000 Principal Component of CP
Notes

  -- Prior Rating: P-1
  -- Current Rating: P-1, on review for possible downgrade

Class Description: Up to $800,000,000 Class A-1 A-EX Floating Rate
Extendible Notes

  -- Prior Rating: P-1
  -- Current Rating: P-1, on review for possible downgrade

Class Description: Up to $1,800,000,000 Class A-1B Notes due 2052

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

Class Description: $111,000,000 Class A-2 Floating Rate Notes due
2052

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $33,000,000 Class B Floating Rate Notes due
2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $12,000,000 Class C-1 Floating Rate Deferrable
Notes due 2052

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $10,000,000 Class C-2 Fixed Rate Deferrable
Notes due 2052

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $17,500,000 Class D Floating Rate Deferrable
Notes due 2052

  -- Prior Rating: Ca
  -- Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PLASTECH ENGINEERED: Supply Agreement Stretched to March 17
-----------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates, and
Chrysler LLC agreed to extend their supply agreement to March 17
even as Chrysler argues its tooling case before the U.S.
Bankruptcy Court for the Eastern District of Michigan, the
Associated Press reports.

As reported in the Troubled Company Reporter on March 4, 2008,
Chrysler LLC, Chrysler Motors Company LLC, and Chrysler Canada
Inc., took an appeal under 28 U.S.C. Section 158(a) before the
Court from the orders of the Honorable Phillip Shefferly that
denies:

   i) the lifting of the automatic stay to allow Chrysler to
      regain possession of tooling located in Plastech Engineered
      Products Inc. and its debtor-affiliates' plants; and

  ii) issuance of a preliminary injunction in connection with the
      proposed recovery of tooling equipment.

Judge Shefferly said in a court opinion that the Debtors needed
to keep the tooling equipment to faciliate them in their
reorganization.  The balancing of interests favored Plastech, the
Court said.

The Court affirmed the Debtors' contentions that the automatic
stay applies to both the tooling paid by Chrysler and the tooling
that Chrysler has not paid for.  "Even assuming that the Debtor
has only a possessory interest in the tooling paid for by
Chrysler, that is a sufficient interest by itself to cause the
application of the automatic stay," Judge Shefferly said.

In addition, the Court was convinced that if Chrysler takes
immediate possession of the tooling, the Debtor will not be able
to continue to provide parts uninterrupted to its other major
customers and therefore any prospect of an effective
reorganization will be lost.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

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.


PRB ENERGY: Plans to Continue Operations Amid Bankruptcy Filing
---------------------------------------------------------------
PRB Energy Inc. sought the protection of the U.S. Bankruptcy Court
by filing a Chapter 11 petition for reorganization.  The company
intends to continue to conduct business while it devotes
significant efforts to resolve its liquidity problems,
recapitalize the company and develop a reorganization plan.

PRB Energy also said it received notice from the American Stock
Exchange that it does not meet certain continued listing
standards, as set forth in section 1003 (a) (iv) of the AMEX
Company Guide, which could jeopardize the Company's continued
listing pursuant to Section 1009 of the AMEX Guide.  The AMEX
Guide requires, among other things, that an issuer has not
sustained losses which are so substantial in relation to its
overall operations or its existing financial resources, or its
financial condition has not become so impaired that it appears
questionable, in the option of the AMEX, as to whether the Company
will be able to continue operation and meet its obligations as
they mature.

The notice letter asserts that the company must submit a plan to
the AMEX by March 14, 2008, advising the AMEX of the action that
it has taken, or that it will take, to bring the company into
compliance with all the continued listing standards of the AMEX
Guide by May 28, 2008.

            Settle Default Disputes with Senior Lenders

As reported in the Troubled Company Reporter on March 4, 2008,
PRB Energy was working with senior lenders that hold the
company's $15 million Senior Secured Debentures due Aug. 31, 2008.  
The Debtor intended to satisfy its future obligation and to settle
a dispute of whether any default has occurred and whether a
redemption has occurred, as asserted by the senior lenders.

The company, however, does not believe that a default under the
Debentures has occurred.  Given its negative working capital
position and the senior lenders' assertion that it is in default,
the company is exploring all of the strategic alternatives
available to it under applicable law, including filing for
bankruptcy protection.

                   Lenders Notice of Default

The TCR said on Feb. 29, 2008, that the company received written
notice from DKR Soundshore Oasis Holding Fund Ltd. and West Coast
Opportunity Fund LLC, the holders of the company's $15 million
Senior Secured Debentures due Aug. 31, 2008.

The notice claimed that the company defaulted by failing to honor
its obligations under a letter agreement dated June 15, 2007, with
the senior lenders relating to the proceeds from the company's
settlement agreement with Rocky Mountain Gas.  The notice also
claimed that the company failed to take all actions necessary to
maintain title to certain of the collateral securing its
obligations under the Debentures.

The notice also notified the company that as a remedy for the
alleged defaults, an automatic redemption by the company of the
Debentures has occurred.

                       About PRB Energy

Headquartered in Denver, PRB Energy, Inc., formerly PRB Gas
Transportation Inc., -- http://www.prbenergy.com/-- operate as  
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, they provide gas gathering, processing and
compression services for properties it operates and for third-
party producers.  They conduct business activities in Wyoming,
Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  It owes at least
$1 million each to four unsecured creditors.

                           *    *    *

As reported in the Troubled Company Reporter on Jan. 9, 2008,
After reporting a positive working capital of $13.71 million at
Dec. 31, 2006, PRB Energy, Inc. recorded a $35.39 million working
capital deficit at Sept. 30, 2007.


PRB ENERGY: Case Summary & 63 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: PRB Energy, Inc.
             fka PRB Gas Transportation, Inc.
             1875 Lawrence Street, Suite 450
             Denver, CO 80202

Bankruptcy Case No.: 08-12658

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        PRB Oil & Gas, Inc.                        08-12661
        PRB Gathering, Inc.                        08-12663

Type of Business: Formerly PRB Gas Transportation, Inc., the
                  Debtors operate as independent energy companies
                  engaged in the acquisition, exploitation,
                  development and production of natural gas and
                  oil.  In addition, they provide gas gathering,
                  processing and compression services for
                  properties it operates and for third-party
                  producers.  They conduct business activities in
                  Wyoming, Colorado and Nebraska.  See
                  http://www.prbenergy.com

Chapter 11 Petition Date: March 5, 2008

Court: District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtors' Counsel: James T. Markus, Esq.
                     (jmarkus@bmwllc.com)
                  Block, Markus & Williams, LLC
                  1700 Lincoln Street, Suite 4000
                  Denver, CO 80203
                  Tel: (303) 830-0800
                  Fax: (303) 830-0809
                  http://www.bmwllc.com

PRB Energy, Inc's Financial Condition:

Estimated Assets: $50 million to $100 million

Estimated Debts:   $10 million to $50 million

A. PRB Energy, Inc's 25 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
BNY Mellon                     $1,750,000
Attention: US Fixed In
P.O. Box 3195
Pittsburgh, PA 15230-3195

Gus Blass II                   $1,000,000
16 West Palisade Drive
Little Rock, AR 72207

John P. McGrain                $1,000,000
4 Richland Place
Pasadena, CA 91103

David L. Jordan                $1,000,000
40 Cushman Road
Scarsdale, NY 10583

Gus Blass II IRA               $700,000
111 Center Street
Little Rock, A 72201

Treeline Investmest Partner LP $600,000
40 Wall Street, 58th Floor
New York, NY 1005

Glickenhaus & Co.              $500,000
546 Fifth Avenue
New York, NY 10036

G.E. Manolovici & Nancy G. Man $500,000
1060 5th Avenue, Apartment 9A
New York, NY 10128

P.A.W. Long Term Partners L.P. $500,000
4 Greenwich Office Park
Third Floor
Greenwich, CT 6831

R. Worthington TTEE            $500,000
777 Third Avenue
17th Floor
New York, NY 10017

Gus Blass III MPPP             $500,000
111 Center Street
Little Rock, AR 72201

Capital Properties, LLC        $500,000
212 Center Street
Suite 800
Little Rock, AR 72201

Bay Manor Farms LP             $500,000
456 Stratfield Road
Fairfield CT 6825

City of Milford Pension & Reti $451,000
157 Church Street
New Haven, CT 06510

Kuekenhof Equity Fund          $420,000
22 Chuch Street, Suite 5
Ramsey, NJ 7446

Disosway, Inc.                 $300,000
942 Old Liverpool Road
Liverpool, NY 13088

The Hwang Community Property   $300,000
35 Smithcliffs Road
Laguna Beach, CA 92651

Constance Bliss (the O'Neill)  $300,000
16 West Palisade Drive
Little Rock, AR 72207

Barry J. Goldstein             $255,000
950 South Cherry Street,
No. 320
Denver, CO 80246

Douglas M. Polinksy            $250,000
130 Lake Street West, No. 300
Wayzata, MN 55391

Vincent Manngard & Eric        $250,000
Manngard
196 East Main Street
Huntington, NY 11743

RL Capital Partner L.P.        $250,000
405 Lexington Avenue
Second Floor
New York, NY 10174

Jandon Foundation              $250,000
3 Stratford Road
Harrison, NY 10528

Rachel Glicksman               $250,000
Attention: CEOcast
369 Lexington, Fourth Floor
New York, NY 10017

Richard M. Dearnly             $250,000
9 West Palisades Drive
Little Rock, AR 72207

B. PRB Oil & Gas, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Shores Oilfield Equipment,     $319,181
Inc.
11 East 1st Street
Edmond, OK 73034

Powder River Energy Corp.      $74,836
P.O. Box 930
Sundance, WY 82729-0930

J-W Excell Services, Inc.      $69,890
Lockbox 970490
Dallas, TX 75397-0490

The Termo Co.                  $62,361

CalFrac                        $56,572

National Oilwell Varco, L.P.   $36,921

Williams Electric & Instrument $36,771

J.W. Williams                  $27,276

Tru-Tech Products, L.L.C.      $25,389

Great Plains Surveying, Inc.   $13,950

Quantum Energy                 $12,865

Pacer Energy, LLC              $11,026

C&L Well Service of Gillette   $10,639

Kennedy Oil                    $10,257

GAP Enterprises, Inc.          $10,252

M&S Oil Well Cementing Co.     $8,420

Pump Sales & Service           $7,847

Contractors Supply, Inc.       $6,994

Central Hydraulic Pump Systems $6,590

Champion Technologies          $6,427

C. PRB Gathering, Inc's 18 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Pearl Field Services Co.       $1,020,371
P.O. Box 783
Sheridan, WY 82716

J-W Power Operating Co.        $379,437
P.O. Box 970490
Dallas, WY 82801

Exterran                       $124,297
P.O. Box 972641
Dallas, WY 82201

Baker Energy                   $96,482

Cordilleran Compliance Service $5,103

Aspen Consulting & Testing     $4,828

Universal Compression, Inc.    $3,279

Toolpushers Supply Co.         $2,905

Line Finders, Inc.             $1,867

Powder River Energy Corp.      $950

Citation Oil and Gas Corp.     $773

Williams Electric & Instrument $759

Kissack Water and Oil Service  $712

Ryan Equipment Co., LLC        $650

Midnight Oil Field Services    $400

One-Call of Wyoming            $216

USA Parts & Service            $75

McJunkin Appalachian Supply    $51


QUAKER FABRIC: Can File Chapter 11 Plan Until March 19 Says Court
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
further extended Quaker Fabric Corp. and its debtor-affiliates'
exclusive period to file a Chapter 11 plan until March 19, 2008,
according to Bloomberg News.

Bloomberg said that the Court also extended the Debtors' exclusive
rights to solicit acceptances of that plan until May 18, 2008.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
the Debtors devoted substantial time and resources in effectuating
the sale of their assets which resulted in the sale of the their
Bleachery Pond and the Tupelo Lee Industrial Park properties to
separate buyers in September 2007.

The Debtors added that their cases are large and complex and
they need more time to focus on the formulation, filing and
solicitation of a plan of liquidation that will be accepted by
their creditors and approved by the Court.

The Debtors also told the Court that they have made progress in
the collection of their receivables and are not seeking an
extension to pressure creditors.  

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUEBECOR WORLD: Cuts 30 Positions at Merced, California Facility
----------------------------------------------------------------
Scott Jason of Merced Sun-Star reported that Quebecor World Inc.
laid off about 30 employees from its Merced plant in California
during the past two months.  According  to the report, Quebecor
World made the cutbacks in Merced because less work was scheduled
for the coming months.

"Hopefully, the volume will come back," Mr. Jason quoted Tony
Ross, vice president of communications, as saying.  "If it comes
back, we'll be able to afford more people to the work force,"
Mr. Ross told Merced Sun-Star.  Mr. Ross said that the company
doesn't anticipate laying off any other workers at the Merced
plant, which now employs about 850 people, the report added.

                       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.  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.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Seeks OK to Pay Non-Worker Sales Commissions
------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates' sales and marketing
efforts are done through both employees and third-party brokers.  
The Debtors previously sought and obtained U.S. Bankruptcy Court
for the Southern District of New York's approval to pay sales
commissions that accrued prepetition to one group of sales
employees who were otherwise scheduled to receive their
commissions on Feb. 1, 2008.

The Debtors now seek the Court's permission to pay commissions
that accrued prepetition to non-employee sales brokers.  Michael
Canning, Esq., at Arnold & Porter LLP, in New York, relates that
these third-party brokers are utilized in certain segments of the
Debtors' businesses, and it is crucial to the Debtors' sales and
marketing effort that the Debtors maintain a strong and loyal
team of sales brokers.

The Debtors have determined that there approximately 36 brokers
who are or will likely be due commissions based on prepetition
activities.  The total amount expected to be owing for these
commissions is $705,775.  There could be some variation in the
final total based on payments from customers, but it is not
anticipated that the final total will be materially higher
than this amount, Mr. Canning says.  

                       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.  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.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: NFR Wants Stay Lifted and Base Contract Terminated
------------------------------------------------------------------
National Fuel Resources and Quebecor World Buffalo Inc., debtor-
affiliate of Quebecor World Inc., are parties to a base contract
for the purchase of natural gas and a transaction confirmation,
each dated June 14, 2007.  Pursuant to the NFR Contract, NFR
provides natural gas to Quebecor World Buffalo Inc.  Quebecor
World Buffalo Inc. currently owes NFR $277,163 for unpaid natural
gas provided before the bankruptcy filing.  This amount
constitutes invoices due and owing for gas provided by NFR to
Quebecor World Buffalo Inc. for December 2007 and the portion of
January 2008.

Under the NFR Contract, NFR may terminate the contract upon 30
days' written notice and could demand a prepayment in the event
that Quebecor World Buffalo Inc. files a petition for bankruptcy
relief.

NFR was included in the list of utilities filed by the Debtors in
their chapter 11 cases.  Before the entry of the Utility Order,
NFR and the Debtors agreed that NFR will not be subject to the
order and that each party will reserve its rights with respect to
the question of whether NFR was a utility as defined under the
Bankruptcy Code, and agreed to discuss an adequate protection
framework to protect NFR.

National Fuel Resources asks the U.S, Bankruptcy Court for the
Southern District of New York to:

   (1) lift the automatic stay to exercise its contractual right
       to terminate the NFR Contract;

   (2) grant it adequate protection to protect its interest in
       the NFR Contract until it is assumed or rejected by the    
       Debtors;

   (3) compel the Debtors to assume or reject the NFR Contract;
       and

   (4) grant it adequate assurance of future payment, if the
       Court determines NFR as a utility under Section 366 of the
       Bankruptcy Code.

Allan Hill, Esq., at Phillips Lytle LLP, in New York, states that
NFR is entitled to relief from stay because the Debtors have
little to no equity in the NFR Contract and the NFR Contract is
not necessary to the Debtors' reorganization since it will not
leave the Debtors without access to natural gas.

Mr. Hill says that NFR is entitled to adequate performance of
payment.  Pursuant to Sections 361 and 363 of the Bankruptcy
Code, the Debtors can be compelled to make cash payments to NFR
if the automatic stay results in a diminution of value of NFR's
property.  The Bankruptcy Code also provides that NFR be entitled
to other relief as will result in NFR's realization of the
equivalent of its interest in the NFR Contract.  Similarly,
Sections 365 and 366 of the Bankruptcy Code provide for a debtor
to provide adequate protection or adequate assurance of future
payment to non-debtor parties to executory contracts and to
utility providers, Mr. Hill adds.

As adequate protection of NFR's interests in the NFR Contract,
unless and until the Contract is either assumed or rejected by
the Debtors, Mr. Hill asserts that:

   (a) NFR should be allowed to bill the Debtors twice a month:
   
   (b) the Debtors should be required to make due payments by
       wire transfer within nine business days of the receipt of
       any valid invoice under the NFR Contract; and

   (c) the Debtors should be required to provide NFR with a
       security deposit or letter of credit that adequately
       covers NFR's financial exposure under the NFR Contract.
       
In addition, if the Debtors fail to timely make a payment, NFR
should be allowed to terminate the NFR Contract without further
Court order.

Mr. Hill believes that the Debtors would not suffer significant
harm if the Court compelled them to decide whether to assume or
reject the NFR Contract.  Accordingly, NFR asks the Court to
enter an Order fixing a date no later than 20 days after its
request is approved as the deadline by which the Debtors must
file any necessary pleadings seeking to assume or reject the NFR
Contract, provided that NFR may, in its sole discretion and
without further approval or notice to the Court, agree to grant
the Debtors additional time to file those pleadings.

Mr. Hill says that if the Court determines that NFR is a utility,
then under Section 366 of the Bankruptcy Code, NFR seeks adequate
assurance of future payment in a form of a letter of credit
totaling $300,000 covering two months usage of gas supplies, and
modification of billing and payment procedures to reduce the
length of time that NFR is financially exposed on account of
natural gas supplies that NFR has supplied to the Debtors.

                       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.  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.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of       
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


R&B CONSTRUCTION: May Employ Chamberlain Hrdlicka as Attorneys
--------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia granted authority to R&B Construction Inc. and debtor-
affiliate Joy Built Homes Inc., to employ James L. Paul and
Chamberlain, Hrdlicka, White, Williams & Martin as their
attorneys.

As the Debtors' bankruptcy attorneys, Chamberlain Hrdlicka will:

  a) advise the Debtors with respect to their powers and duties as
     Debtors-in-Possession in the continued operations of their
     business and management of their property;

  b) represent the Debtors in disputes with creditors;

  c) prepare of behalf of the Debtors necessary applications,
     answers, orders, reports and other legal papers, necessary to
     proceed in this reorganization case;

  d) represent the Debtors in any claims held by the Debtors
     against third parties;

  e) advise the Debtors regarding negotiations with creditors and
     participation in negotiations with creditors;

  f) advise the Debtors in connection with formulation of a
     reorganization plan;

  g) represent the Debtors in connection with negotiation and
     documentation of any sale of assets; and

  h) perform all other services necessary for the proper
     representation of the Debtors.

James L. Paul, Esq., a shareholder of Chamberlain Hrdlicka,
assured the Court that the firm does not hold or represent any
interest adverse to the Debtors or their estates.

As compensation for their services, the firm's professionals bill:

     Designation                  Hourly Rate
     -----------                  -----------
     Attorneys                     $265-$400

     Paralegals                    $100-$160

On Feb. 1, 2008, R&B Construction paid $150,000 of the $300,000
creditor consultation and negotiation retainer required under the
engagement letter via a wire transfer to Hrdlicka's Trust Account.
The payment was advanced by Brenda Short, the mother of Brandon
Robertson, vice president of R&B Construction.  A total amount of
$20,542 in fees and $2,078 in expenses incurred through Feb. 4,
2008, has been posted against the funds held in trust, as of
bankrupty filing.

On Feb. 4, 2008, R&B paid an additional $150,000 to pay in full
the requisite pre-petition retainer of $300,000 through a wire
transfer into Chamberlain Hrdlicka's Trust Account.  The funds
were advanced by Marissa Robertson, the wife of Brandon Robertson,  
vice president of R&B Construction.  The remaining $277,380
retainer balance is to be held in escrow duing the pendency of
this Chapter 11 proceeding and only to be drawn down after
appropriate motion practice and court ordered approval.

Mr. Paul can be reached at:

James L. Paul, Esq.
Chamberlain, Hrdlicka, White, Williams & Martin
191 Peachtree Street
N.E., 34th Floor
Atlanta, GA 30303
Tel: (404) 659-1410
Fax: (404) 659-1852

                      About R&F Construction

Based in Jonesboro, Georgia, R&B Construction Inc. is a
homebuilder in Metro Atlanta, Alabama, and North West Florida.  
The Debtor and a debtor-affiliate, Joy Built Homes Inc.,  filed
for chapter 11 protection on Feb. 4, 2008 (Bankr. N.D. Ga. Lead
Case No. 08-62023).  James L. Paul, Esq., at Chamberlain,
Hrdlicka, White, Williams & Martin, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and
debts between $100 million and $500 million.  


REGAL ENTERTAINMENT: Fitch Assigns 'B-/RR6' Rating on $190MM Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR6' to the Regal Entertainment
Group $190 million 6.25%, per annum, convertible senior notes due
2011.  RGC expects to grant the initial purchasers an option to
purchase an additional $20 million in principal amount of notes
for a total potential $210 million aggregate principal amount.  
Proceeds from this issuance are expected to be used to repurchase
or repay its 3.75% convertible senior notes due 2008, general
corporate purposes and cost associated with the offerings hedge
and warrant transactions.

Fitch currently rated RGC and its subsidiaries as:

RGC
  -- Issuer Default Rating 'B+';
  -- Senior unsecured convertible notes 'B-/RR6'.

Regal Cinemas:
  -- IDR 'B+';
  -- Senior secured facility 'BB/RR2';
  -- Senior subordinated notes 'B/RR5'.

The ratings continue to reflect RGC's size and position as a
leading theater exhibitor, solid geographic diversity, sound
operating performance, and relatively stable free cash flow
generation.  These strengths are balanced by the intermediate term
risks associated with collapsing film distribution windows,
increased competition from at-home entertainment media, heavy
reliance upon a limited number of film distribution companies,
limited control over revenue trends, high operating leverage which
could make theater operators free cash flow-negative in a
downturn, and a history of aggressive dividend payouts.


REGAL ENTERTAINMENT: Prices $190 Mil. Offering of Senior Notes
--------------------------------------------------------------
Regal Entertainment Group priced its offering of $190 million
aggregate principal amount of convertible senior notes due 2011 to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended.

The notes will bear interest at a rate of 6.25% per annum, will
initially be convertible into Regal's Class A common stock at a
conversion price of $23.03 per share and will rank on parity with
all of our other existing and future senior indebtedness.  The
initial conversion price represents an 18% premium over the last
reported sale price of Regal's Class A common stock on March 4,
2008, which was $19.52 per share.

On or after Dec. 15, 2010, the notes are convertible at any time
before the maturity date.  The notes are convertible prior to
Dec. 15, 2010, only if:

   (1) during any calendar quarter after June 30, 2008, if the
       last reported sale price of Regal's Class A common stock
       for at least 20 trading days in a period of 30 consecutive
       trading days ending on the last trading day of the
       preceding calendar quarter is more than 130% of the
       conversion price;

   (2) during the five consecutive business-day period following
       any ten consecutive trading-day period in which the trading
       price per $1,000 principal amount of notes was less than
       95% of the product of the last reported sale price per
       share of Class A common stock and the conversion rate for
       each day of the ten trading-day measurement period; or

   (3) during specified periods if specified distributions to
       holders of our common stock are made or specified corporate
       transactions occur.

Regal has also granted the initial purchasers of the notes a
13-day option to purchase up to an additional $20 million
principal amount of the notes.  The sale of the notes is expected
to close on March 10, 2008.

Regal estimates that the net proceeds from this offering will be
approximately $184.2 million after deducting estimated discounts
and expenses.  Regal intends to use approximately $6.3 million of
the net proceeds of the offering to pay the net cost of
convertible note hedge and warrant transactions.

Regal intends to use the remaining net proceeds from the offering
for general corporate purposes, which Regal expects will include
the repurchase of all or a portion of its outstanding 3-3/4%
Convertible Senior Notes due 2008 or the repayment of the
principal amount of those notes at maturity.  Regal may acquire
the 3-3/4% Notes through open market purchases, privately
negotiated transactions or conversions.

In connection with the offering, Regal intends to enter into a
convertible note hedge transaction with an affiliate of one of the
initial purchasers. Regal also intends to sell warrants to the
option counterparty.  The convertible note hedge transaction is
intended to reduce potential dilution with respect to Regal's
Class A common stock upon conversion of the notes.  However, the
warrant transaction could have a dilutive effect on Regal's
earnings per share to the extent that the price of its Class A
common stock exceeds the strike price of the warrants.  The
warrant transaction will be accounted for as an adjustment to
shareholders' equity.

Regal expects that holders of its 3-3/4% Notes from whom Regal may
repurchase such notes, which holders may include one or more of
the initial purchasers, may have outstanding short hedge positions
in Regal's Class A common stock relating to the 3-3/4% Notes.

Upon repurchase, Regal expects that such holders will unwind or
offset those hedge positions by purchasing Class A common stock in
secondary market transactions, including purchases in the open
market, and/or entering into various derivative transactions with
respect to the Class A common stock at the time of the pricing of
the notes offered in the private placement.

These activities could have the effect of increasing, or
preventing a decline in, the price of the Class A common stock
concurrently with or shortly after the pricing of the notes in the
private placement offering.

                    About Regal Entertainment

Headquartered in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.regalcinemas.com/-- is a motion
picture exhibitor.  The company's theatre circuit, comprising
Regal Cinemas, United Artists theatres and Edwards theatres,
operates 6,355 screens in 526 locations in 39 states and the
District of Columbia.  Regal operates theatres in all of the top
25 and 43 of the top 50 U.S. designated market areas.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2008,
Regal Entertainment Group's consolidated balance sheet at
Sept. 27, 2007, showed $2.59 billion in total assets and
$2.68 billion in total liabilities, resulting in a $93.1 million
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Standard & Poor's Rating Services said that Regal Entertainment
Group's (BB-/Negative/--) statement that it has reached an
agreement to acquire Consolidated Theatres LLC for $210 million
does not affect the ratings or outlook on the company.


RJ GROOVER: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: R.J. Groover Construction, LLC
             8 Sundew Road
             Savannah, GA 31411-2955

Bankruptcy Case No.: 08-40386

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
Robert J. Groover, Jr. & Tina A. Groover       08-40391

Chapter 11 Petition Date: March 3, 2008

Court: Southern District of Georgia (Savannah)

Debtors' Counsel: Richard C. E. Jennings, Esq.
                  Law Offices Of Skip Jennings, PC
                  115 W Oglethorpe Avenue
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549
                  skipjenningspc@comcast.net

                        --and--

                  James L. Drake, Jr., Esq.
                  James L. Drake, Jr., P.C.
                  P.O. Box 9945
                  Savannah, GA 31412
                  Tel: (912) 790-1533
                  jdrake7@bellsouth.net

R.J. Groover Construction, LLC's financial condition:

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million


A. R.J. Groover Construction, LLC's 13 Largest Unsecured  
   Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
First National Bank              312 East Hall         $200,000
101 West Mulberry Road           Street Savannah,
Suite 100                        GA 31401
Pooler, GA 31322

Home Depot Credit Services       Credit Card            $12,430
P.O. Box 9122
Des Moines, IA 50368-9122

Chase                            Credit Card             $5,000
Cardmember Services
P.O. Box 15123
Wilmington, DE 19850-5123

Gaster Lumber                    Account                 $4,000

Southern Pavers                  Account                 $2,000

Counterfitters                   Account                 $1,500

Lowes                            Credit Card             $1,144

Guerry Lumber                    Account                 $1,000

J. Whitley Reynolds              Land Surveyor             $400
                                 services

Total Merchant Services          Credit Card                $57

Chatham County Tax               Property Taxes         Unknown

Georgia Department of Revenue    Corporate income       Unknown
                                 taxes

Internal Revenue Service         Corporate income       Unknown
                                 taxes

B. Robert J. Groover's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Investers Lending Group          Loan                $1,000,000
7370 Hodgson Memorial Drive E-2
Savannah, GA 31406

Atlantic Southern Bank           Bank Loan             $525,000
P.O. Box 16029
Savannah, GA 31416

Colony Bank                      Bank Loan             $320,000
625 West Wood Street
Douglas, GA 31533

Chase Visa                       Credit Card            $40,000

Bank of America                  Credit Card            $25,000

Capital One Mastercard           Credit Card             $5,000

Capital One Visa                 Credit Card             $5,000

Old Navy                         Open Account              $500

Target                           Open Account              $500

Linens and Things                Open Account              $500

Macy's                           Open Account              $500

Ann Taylor Loft                  Open Account              $500

Dress Barn                       Open Account              $500


R SCOTT FORD: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: R. Scott Ford
        206 John Brown Road
        Lake Placid, New York 12946

Bankruptcy Case No.: 08-10574-1

Chapter 11 Petition Date: February 29, 2008

Court: Northern District of New York (Albany)

Debtor's Counsel: Justin A. Heller, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                   Nature of Claim           Claim Amount
   ------                   ---------------           ------------
Richard L. Ford             Personal loans                 $80,582
6 Colony Drive
Blauvelt, New York
10913

Town of North Elba,         Real Property Taxes on         $32,278
Tax Collector              206 John Brown Road,
301 Main Street             Lake Placid, New York
Lake Placid, New York
12946

NBT Bank                    Note                           $20,000
P.O. Box 351
Norwich, New York
13815

Chubb Insurance             Insurance on properties        $12,182
                            Located at 34 and 206
                            John Brown Road, Lake
                            Placid, New York

AT&T Universal Card         Credit card                     $9,480

Big D Fuel Oil              Fuel delivery                   $6,470

Internal Revenue Service                                    $5,000

Walsh Duffield Co's, Inc.   Car insurance                   $4,342

Chesner and Vogel, DDS,     Dental services                 $2,750
PLL

LaVigna Brothers Garage     Vehicle work                    $2,729

Wilkins & Griffin, PLLC     Attorney legal fees             $2,102

Steve W. Harstedt, CPA      Accountant Services             $1,840

New York State                                              $1,000
Dept. of Tax & Finance

Adirondack Marine, Inc.                                       $911

Commercial Water and                                          $223
Energy Co.

Rolls Royce & Bentley       Vehicle work                   Unknown


SAN PERMIS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: San Permis Partners LLC
        2717 Aviation Way
        Santa Maria, CA 93455

Bankruptcy Case No.: 08-10418

Chapter 11 Petition Date: February 29, 2008

Court: Central District Of California (Santa Barbara)

Debtor's Counsel: Melanie C Scott, Esq.
                  Robinson Diamant & Wolkowitz
                  1888 Century Park East Suite 1500
                  Los Angeles, CA 90067
                  Tel: (310) 277-7400
                  Fax: (310) 277-7584

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                 Nature of Claim             Claim Amount
   ------                 ---------------             ------------
Thomas Brown              Trade debt                       $26,000
1418 Ceder Street
Calistoga, CA 94515

Oeneo Closures USA        Trade debt                       $15,226
902 Enetrprise Way,
Suite M
Napa, CA 94558

Saury USA                 Trade debt                        $9,968
P.O. Box 672
Rutherford, CA 94573

Metropolis Labels         Trade debt                        $9,170

Louis Latour Inc.         Trade debt                        $7,800

Matthew Hathaway          Trade debt                        $7,000

Caliber Wine Pak          Trade debt                        $6,740

P. Woran Deckard, CPA     Trade debt                        $6,265

Gamba USA                 Trade debt                        $5,466

American Express          Trade debt                        $5,000

Vinquiry Inc.             Trade debt                        $4,714

First Equity Credit Card  Trade debt                        $4,202

Dan Thoner                Trade debt                        $4,000

Michael Dusi Truxking     Trade debt                        $2,460

Jed Benedict              Trade debt                        $2,124

Lee Menifee               Trade debt                        $1,836

Aeris-Central Coast Gases Trade debt                        $1,572

Ann Filer                 Trade debt                        $1,500

Jan Sloman                Trade debt                        $1,048

Arrowhead Water           Trade debt                        $1,016


SCOTTISH RE: May Sell Life Reinsurance & Wealth Management Units
----------------------------------------------------------------
Scottish Re Group Ltd. told The Royal Gazette that it may sell its
international life reinsurance and wealth management units.

According to The Gazette, Scottish Re wants to cut costs after
suffering mortgage-related losses and a credit rating downgrade.

Scottish Re told The Gazette that it is losing money from
investments tied to subprime and "Alt-A" residential mortgages.

A Jan. 31 downgrade by Standard & Poor's will also make it harder
for the company to compete and to expand its core life reinsurance
business, The Gazette says, citing Scottish Re.

Scottish Re told The Gazette that it will continue concentrating
on its North American life reinsurance business, "through
strategic alliances or other means and cut costs to preserve
capital and liquidity."

Scottish Re said it set up a financial incentive program to keep
"essential" employees, The Gazette adds.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a    
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Scottish Re Group Ltd. to 'B' from 'B+'.   At the same
time, it lowered its counterparty credit and financial strength
ratings on Scottish Re's operating companies to 'BB' from 'BB+'
and also lowered the ratings on all these companies' dependent
unwrapped securitized deals by one notch.  In addition, S&P placed
the ratings on all these companies on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Moody's Investors Service placed Scottish Re Group Limited's
Senior unsecured  shelf of (P)Ba3; subordinate shelf of (P)B1;
junior subordinate shelf of (P)B1; preferred stock of B2; and
preferred stock shelf of (P)B2 ratings on review for downgrade.


SECURITY CAPITAL: Files Notice of Late Filing With SEC on Form 10K
------------------------------------------------------------------
Security Capital Assurance filed a notification of late filing on
Form 12b-25 on Feb. 29, 2008 with the Securities and Exchange
Commission with respect to its annual report on form 10-K for the
fiscal year ended Dec. 31, 2007.

SCA expects to file its 2007 form 10-K by March 17, 2008 and
expects to host an earnings conference call shortly after the form
10-K filing.

The company continues to work with its financial advisor, Goldman
Sachs & Co., and has also engaged Rothschild Inc. to assist with
the comprehensive review of all strategic options available to the
company.

                  About Security Capital Assurance  

Security Capital Assurance Ltd. (NYSE: SCA) --  
http://www.scafg.com/-- is a holding company whose operating    
subsidiaries provide credit enhancement and protection products to  
the public finance and structured finance markets throughout the  
United States and internationally.  The company provides credit  
enhancement and protection through the issuance of financial  
guarantee insurance policies and credit default swaps, as well as  
the reinsurance of financial guarantee insurance and credit  
default products written by other insurers.  The company operates  
in two segments: financial guarantee insurance and financial  
guarantee reinsurance.  The company's subsidiaries include XL  
Capital Assurance Inc., which is an insurance company domiciled in  
the State of New York, and XL Financial Assurance Ltd., which is  
primarily engaged in the business of proving reinsurance of  
financial guarantee insurance policies and credit default swaps.


SECURITY CAPITAL: 10-K Filing Delay Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's Investors Service placed the A3 insurance financial
strength ratings of the operating subsidiaries of Security Capital
Assurance Ltd, including XL Capital Assurance Inc., XL Capital
Assurance (U.K.) Limited and XL Financial Assurance Ltd. on review
for possible downgrade.  Moody's is also reviewing for possible
downgrade the debt ratings of the holding company, Security
Capital Assurance Ltd. (senior debt at (P)Baa3), and a related
financing trust.

This rating action was prompted by SCA's recent SEC filing which
stated that the company was delaying the filing of its 2007 Form
10-K and that the company's independent auditor is evaluating the
need to include a going concern explanatory paragraph in its audit
opinion with respect to SCA's audited financial statements for the
year ended Dec. 31, 2007.

              Impact on Ratings of Insured Obligations

As a result of this review for possible downgrade, the Moody's-
rated securities that are guaranteed or "wrapped" by XLCA, XLCA-UK
and XLFA are also placed on review for possible downgrade, except
those securities with public underlying ratings of A3 or higher.  

Moody's stated that a going concern explanatory paragraph
indicates that the auditor concludes that there is substantial
doubt regarding the entity's ability to continue as a going
concern for a reasonable period of time without substantial
disposition of assets outside the ordinary course of business,
restructuring of debts, externally forced revisions of its
operations, or similar actions.  Moody's notes that SCA's
disclosure suggests that it has not yet been determined whether a
going concern paragraph will be included in the auditor's opinion
letter, nor does it indicate what the rationale for a going
concern paragraph would be.  Nonetheless, the fact that the need
for such a paragraph is being evaluated by SCA's auditor is
further indication of disruption in the company's operating
profile.

The company also noted in its filing that it expects to incur
approximately $1.5 billion of net mark-to-market losses on its
credit derivative portfolio, including approximately $645 million
in net credit impairment charges, as well as $44 million in net
losses arising from its direct RMBS exposures, primarily from
transactions backed by second lien mortgage collateral.  Moody's
stated that the magnitude of credit impairments announced by SCA
falls within the range of losses previously considered by Moody's
in its rating action of Feb. 7, 2008, when the insurance financial
strength rating was downgraded from Aaa to A3.

According to Moody's, the ratings review will focus on
developments related to the potential issuance of a going concern
explanatory paragraph by SCA's auditor, as well as additional
details related to SCA's capital plans and strategic direction.

List of Rating Actions

These ratings have been placed on review for possible downgrade:

  -- XL Capital Assurance Inc.: insurance financial strength at
     A3;

  -- XL Capital Assurance (U.K.) Limited: insurance financial
     strength at A3;

  -- XL Financial Assurance Ltd: insurance financial strength at
     A3;

  -- Security Capital Assurance Ltd: provisional rating on senior
     debt at (P)Baa3, provisional rating on subordinated debt at
     (P)Ba1 and preference shares at Ba2; and

Twin Reefs Pass-Through Trust: contingent capital securities at
Baa2.

               Overview of Security Capital Assurance

Security Capital Assurance Ltd is a Bermuda-domiciled holding
company whose primary operating subsidiaries, XL Capital Assurance
Inc. and XL Financial Assurance Ltd, provide credit enhancement
and protection products to the public finance and structured
finance markets throughout the United States and internationally.
For the nine months ended Sept. 30, 2007, SCA reported a net loss
available to common shareholders of $27 million.  As of Sept. 30,
2007, SCA had shareholders' equity of approximately $1.6 billion.


SHARPER IMAGE: To Liquidate Underperforming Stores; Bids Due Today
------------------------------------------------------------------
Sharper Image Corporation operates 184 stores in 38 states and
the District of Columbia, of which four are outlet stores that
sell slow-moving, discontinued, reconditioned, and irregular
merchandise.

Prior to the company's bankruptcy filing, the Debtor began an
examination of the performance of its Retail Business Operations
to identify unprofitable stores.  As a consequence of this
analysis and in light of the severe liquidity restraints the
Debtor currently faces, the Debtor believes it is imperative to
conduct store closing or similar sales to aid its reorganization
efforts, the Debtor's proposed counsel, Steven K. Kortanek, Esq.,
at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington, Delaware,
relates.

According to Mr. Kortanek, the proposed Store Closing Sales will
dramatically reduce the costs associated with the under-
performing Stores and are designed to provide the maximum value
to the estate.  Moreover, the Store Closing Sales will reduce the
obligations outstanding, if any, under the Debtor's prepetition
credit agreement and, thereafter, obligations under the DIP
credit agreement will facilitate future advances under the
agreement.

The Debtor also wants to employ a liquidating agent to maximize
the value of the inventory at the Stores and facilitate the Store
Closing Sales.  Based on auction results, the Debtor will
negotiate and enter into a Liquidation Agreement with the highest
bidder at the Auction.

By this motion, the Debtor asks the Court to enter an order on an
expedited basis:

   (a) approving proposed auction procedures;

   (b) setting the time, date, and place of the auction;

   (c) approving the form of notice of the Auction and notice of
       the Store Closing Sales; and

   (d) setting March 14,2008, as the hearing to consider the
       approval of the Sale.

After the Sale Hearing, the Debtor will ask the Court to approve
(i) a liquidation agreement with the party or parties submitting
the highest or otherwise best Bid at the Auction, and (ii) the
Store Closing Sales, and (iii) an expedited rejection procedures
for the Debtor to reject any or all of its Leases.

It is important for the Debtor to minimize any damages or costs
that may arise from the Store Closures by establishing procedures
for the expedited rejection of the underlying nonresidential real
property of the Stores, Mr. Kortanek says.  The Lease Rejection
Procedures provide that all parties-in-interest, including
affected landlords, have opportunity to object, and to reconcile
any objections, to a proposed rejection in a timely and cost-
efficient manner.  The Lease Rejection Procedures will ensure a
smooth transition from the Store Closing Sales process to actual
Store Closures, he says.

                        Auction Procedures

According to Mr. Kortanek, various financial data and other
relevant information in connection with the Stores have been
provided to several nationally recognized liquidation firms
starting February 25, 2008.  The Interested Parties will be
provided with the opportunity to visit a number of the Stores to
obtain information regarding the Stores and the Merchandise
located there.  The Debtor distributed to the Interested Parties
copies of the Liquidation Agreement on March 4, 2008.

Notice of the Auction and Store Closing Sales ought to have been
served on March 4, 2008 to the notice parties including (i) the
Office of the United States Trustee for the District of Delaware,
(ii) the attorneys for the Secured Lender, (iii) the attorneys
for the Official Committee of Unsecured Creditors, (iv) all
Interested Parties, (v) all known entities holding or asserting a
lien in the Merchandise, (vi) the Landlords of the Stores, (vii)
for each state in which the Stores are located, (a) the Attorney
General's Office, and (b) the applicable taxing authorities, and
(viii) all entities entitled to notice in the Chapter 11 case.

Each Interested Party must submit an executed Liquidation
Agreement on or before March 7, 2008.  Bids must be submitted so
that they are actually received by no later than 10:00 a.m.
Pacific Time, 1:00 p.m. Eastern Time, on March 7, 2008 by (i) the
Debtor (ii) the attorneys for the Secured Lender, and (iii) the
attorneys for the Committee.  All Bids are irrevocable until
seven days after the Sale Hearing.

All Bids will be accompanied by an earnest money deposit equal to
5% of the total guaranteed amount in the form of a certified
check or wire transfer payable to the Debtor.  Within 24 hours of
the Auction, any successful bidder must supplement the initial
earnest money down payment, so that the total deposit equals 10%
of the Guaranteed Amount of the winning Bid.  The Debtor will
hold the deposits, without interest, until the earlier to occur
of (i) the time the Bid is officially rejected, and (ii) seven
days after the Sale Hearing.

The deposit will be forfeited in the event that any bidder for an
accepted Bid defaults.  In that event, the Debtor may proceed to
seek approval of the second highest or otherwise best Bid.  Bids
that meet the foregoing conditions will be deemed "qualified
bids."

The Debtor proposes to conduct the Auction at the offices of
Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153
on March 13, 2008 at 10:00 a.m Eastern Time.  Only Qualified
Bidders who have complied with the Auction Procedures may improve
their Bids at the Auction.

The Debtor will select the highest or otherwise best Bids after
consultation with the Secured Lender and the Creditors Committee
at the conclusion of the Auction, subject to Court approval, and
the winning bidders will be required to enter into definitive
Liquidation Agreements before the Auction is closed.

The Debtor asks that the Sale Hearing be held in the United
States Bankruptcy Court for the District of Delaware, Courtroom
3,824 Market Street, 6th Floor, Wilmington, Delaware 19801, on
March 14, 2008 at 4:00 p.m. Eastern Time.  The Sale Hearing may
be adjourned without further notice other than by announcement at
the Sale Hearing.  The Debtor also asks that the Court establish
March 11, 2008 at 12:00 noon Eastern Time as the deadline for
filing objections to the motion, the procedures order, and the
sale order.
           
               Proposed Lease Rejection Procedures

The Debtor proposes that it will file a written notice to
reject a Lease, and will serve the Rejection Notice via Federal
Express on: (i) the Landlord affected by the Rejection Notice,
(ii) other interested parties to each Lease sought to be rejected
by the Debtor, (iii) the U.S. Trustee, (iv) the attorneys for the
Secured Lender, and (v) the attorneys for the Creditors
Committee.

Parties-in-interest must serve a written objection no later than
seven days after the date the Rejection Notice is filed, on (i)
the Debtor, (ii) the Debtor's the attorneys, (iii) the U.S.
Trustee, and (iv) the attorneys for the Creditors Committee.  The
written objection must be served to the parties no later than
seven days after the date the Rejection Notice is filed.

Absent an objection, the rejection of each Lease will become
effective on the later of (i) the date the applicable Rejection
Notice is filed and served and (ii) the date that the Debtor
unequivocally relinquishes control of the premises to the
affected Landlord, without further notice, hearing, or order of
the Court.

If an objection is properly filed and served on the Objection
Notice Parties, the Debtor will contact the Court to schedule a
hearing to consider the objection.  If the objection is overruled
by the Court or withdrawn, the rejection of the affected Lease
will be deemed effective on the later of (i) the date the
applicable Rejection Notice is filed and served, and (ii) the
date that the Debtor unequivocally relinquishes control of the
premises to the affected Landlord, without further notice,
hearing, or Court order.

If an affected Landlord or any other party-in-interest asserts a
claim arising from the rejection of the Lease, the Rejection
Claimant will submit a claim for damages arising from the
rejection to Kurtzman Carson Consultants LLC, on or before the
later of (i) the date that is 30 days after the effective date of
rejection of the Lease, or (ii) the bar date established by the
Court for filing claims against the Debtor.

Moreover, if the Debtor has deposited funds with a Landlord as a
security deposit or other arrangement, the Landlord may not set
off or otherwise use the deposit without the prior authority of
the Court.

If the Debtor determines that the property at a particular
location has de minimis value or the cost of removing the
property exceeds the value of the property, the Debtor will
generally describe the property in the Rejection Notice and
include as a service party any entity that may have an interest
in the property to be abandoned.  Absent a timely objection, the
property will be deemed abandoned as of the effective date of the
rejection of the Lease and the Landlord may dispose of the
abandoned property without liability to any third party claiming
an interest in the abandoned property.

                    Taubman Landlords Object

Andrew S. Conway, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Bloomfield Hills, Michigan, attorney for the Taubman
Landlords, relates that pursuant to Section 365(d)(3) of the
Bankruptcy Code, the Debtor is required to timely perform all
obligations under the leases with Taubman Landlords.

The Taubman Landlords are the owners of regional retail
shopping centers consisting of:

   * Taubman-Cherry Creek Shopping Center L.L.C., located in
     Denver, Colorado;

   * Tampa Westshore Associates Limited Partnership, located in
     Tampa, Florida;

   * MacArthur Shopping Center LLC, located in Norfolk, Virginia;

   * Short Hills Associates, L.L.C., located in Millburn, New
     Jersey;

   * Rich-Taubman Associates, located in Stamford, Connecticut;

   * Stony Point Fashion Park Associates, L.L.C., located in
     Richmond, Virginia;

   * Twelve Oaks Mall, LLC, located in Novi, Michigan;

   * TJ Palm Beach Associates Limited Partnership, located in   
     West Palm Beach, Florida;

   * Willow Bend Shopping Center Limited Partnership, located in
     Plano, Texas; and

   * Woodfield Mall LLC, located in Schaumburg, Illinois.

With respect to the mall locations from which the Debtor wishes
to run its closing sales, the sales would constitute a violation
of the Taubman Leases, Mr. Conway points out.  Moreover, Section
105 of the Bankruptcy Code does not permit the Court to enter an
order that it believes makes "good business sense," when the
result of the order is to negate the express language of the
Code, he says.

The Taubman Landlords believe that it would be inequitable to
allow the sale to occur unless the signage requirements and use
and operations clauses of the Taubman Leases are complied with.

Mr. Conway states that the duration of the sale is also of major
concern to the Taubman Landlords.  The Taubman Landlords think
that a limited period is in the best interests of the neighboring
tenants and the landlords, and they suggest that a 10-week sale
period would be sufficient in balancing the interests of all
concerned parties.  Also, to the extent the Debtor is proposing
to have the liquidator pay "occupancy costs" on a per diem basis,
the practice has been rejected by the Courts in the Sixth Circuit
and elsewhere, Mr. Conway notes.

Mr. Conway adds that if ever the Debtor proposes to bring
additional inventory to the leased premises, all inventory must
be in compliance with the requirements of the Taubman Leases.  To
the extent the Debtor proposes to sell the store fixtures from
the mall locations during the closing sale, the Taubman Landlords
object.

Accordingly, the Taubman Landlords ask that the Debtor's motion
for a closing sale should be subject to the additional
requirements, and that the Taubman Landlords be awarded their
costs and attorneys' fees incurred in connection with their
objection.

                    About Sharper Image Corp.

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty     
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.  The company
filed for Chapter 11 protection on Feb. 19, 2008 (Bankr. D.D.,
Case No. 08-10322).  Steven K. Kortanek, Esq. at Womble, Carlyle,
Sandridge & Rice, P.L.L.C. represents the Debtor in its
restructuring efforts.  An official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of$251,500,000 and total
debts of $199,000,000.

(Sharper Image Bankruptcy News Issue No. 5, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).  


SIRVA INC: Court Oks Motion to Approve Equity Trading Restrictions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
approved notification and hearing procedures that must be
satisfied before certain transfers of, or claims of worthlessness
with respect to, common stock or preferred stock of SIRVA, Inc.,
or of any beneficial interest therein are deemed effective.

The restrictions and procedures set forth in the Interim Order
Order Establishing Notification and Hearing Procedures for
Transfers of, or Claims of Worthlessness with Respect to, Certain
Equity Securities will remain in full force and effect.

Judge James M. Peck ruled that any purchase, sale, or other
transfer of, or declaration of worthlessness, with respect to the
Debtors' equity securities, or of any beneficial interest in
violation of the procedures in the Interim Order, will be null and
void ab initio.

The Debtors have incurred, and are currently incurring,
significant net operating losses.  The Debtors can carry forward
their NOLs to (i) set off future taxable income for up to 20
taxable years, reducing future aggregate tax obligations, and (ii)
set off taxable income generated by transactions completed during
the pendency of their Chapter 11 cases, Richard M. Cieri, Esq., at
Kirkland & Ellis LLP, in New York, the Debtors' proposed counsel,
says.
        
However, Mr. Cieri notes that unrestricted trading of Equity
Securities could adversely affect the Debtors' NOLs if:
        
           -- too many 5% or greater blocks of Equity Securities
              are created; or
        
           -- too many shares are added to or sold from those
              blocks so that, together with previous trading by 5%
              shareholders during the preceding three-year period,
              an ownership change within the meaning of Section
              382 of the Internal Revenue Code of 1986 is
              triggered before the Debtors' emergence from Chapter
              11 and outside the context of a confirmed plan of
              reorganization.
        
Likewise, if a 50% or greater shareholder were, for federal or
state tax purposes, to treat its Equity Securities as becoming
worthless before the Debtors emerge from Chapter 11 protection, a
claim could trigger an ownership change, thus triggering an
adverse affect on the Tax Attributes, Mr. Cieri says.
        
A "50% Shareholder" refers to any person or entity that at any
time since September 28, 2003, has beneficially owned either 50%
or more of SIRVA Common Stock or 50% or more of SIRVA Preferred
Stock.
        
To protect and preserve their valuable tax attributes, the Debtors
sought and obtained the Court's authority, on an interim basis, to
require any entity who currently is or becomes a "Substantial
Shareholder" to file with the Court a declaration of its status.  
        
A "Substantial Shareholder" refers to any entity that has
Beneficial Ownership of either (a) at least 3,400,000 shares of
SIRVA, Inc., common stock, or (b) at least $3,400,000 face value
of Preferred Stock.
        
Prior to effectuating any transfer of Equity Securities that would
result in an increase or decrease in the amount of Equity
Securities of which a Substantial Shareholder has Beneficial
Ownership or would result in an entity becoming a Substantial
Shareholder, that Substantial Shareholder must file with the Court
an advance written declaration of the intended transfer.
        
If the Debtors object to a transfer, that transfer cannot proceed
unless the Debtors withdraw their objection or unless that
transfer is approved by a final Court order.  If the Debtors do
not object to a transfer within a 30-day period, that transfer can
proceed.  
        
The Debtors also require any person or entity that currently is or
becomes a 50% Shareholder to file with the Court a notice of his
status.  
        
Prior to filing any federal or state tax return asserting any
deduction for worthlessness of the Equity Securities for the tax
year ending before the Debtors' emergence from Chapter 11, that
50% Shareholder must file with the Court an advance written notice
of the intended claim of worthlessness.
        
If the Debtors object to the claim of worthlessness, the claim
filing would not be permitted unless approved by a final and non-
appealable Court order.  If the Debtors do not object, the filing
may proceed.        
                      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. Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


SMITHFIELD FOODS: Moody's Holds Ba2 Ratings on $565 Mil. JBS Deal
-----------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Smithfield Foods, Inc., including the company's Ba2 corporate
family rating and Ba2 probability of default rating, following the
company's announcement that it will sell its beef processing and
cattle feeding operation to JBS S.A. for $565 million in cash.  
The company's speculative grade liquidity rating of SGL-3 was also
affirmed.  The rating outlook remains negative.

Ratings affirmed:

  -- Corporate family rating at Ba2

  -- Probability of default rating at Ba2

  -- Speculative Grade Liquidity Rating at SGL-3

Ratings affirmed, with LGD percentage changed:

  -- Senior unsecured debt at Ba3 (LGD5). LGD percentage to 84%
     from 82%

The affirmation of the company's long term ratings is based on the
expectation that material portion of proceeds from the transaction
will be applied to debt reduction.  In addition to the initial
proceeds of $565 million, live cattle owned by Smithfield and its
Five Rivers joint venture are excluded from the transaction.   
Proceeds to Smithfield from the liquidation of cattle over the
next 12 months are likely to exceed $200 million, after payment of
joint venture debt.  In total, cash proceeds to Smithfield could
exceed $750 million.  This inflow and the related debt reduction
will improve the company's liquidity, and should strengthen credit
ratios.  Moody's will monitor the timeliness of payments and the
receipt of regulatory and other approvals, if any, for the
transaction.  The continued negative outlook reflects Moody's
expectation that credit metrics could remain weak for the rating
level, given margin pressure on the company's hog production
business.

Smithfield's Ba2 corporate family rating reflects the company's
high leverage, somewhat volatile earnings and cash flow stream,
aggressive historical acquisition strategy, and complex and
changing business structure.  Smithfield's ratings are supported
by the company's large size, very strong market position,
geographic and product diversity, and solid brand in the US pork
industry.

Smithfield's speculative grade liquidity rating of SGL-3 is
affirmed, based on Moody's expectation that the company's
liquidity will remain adequate.  Moody's assumes that the sale of
the beef business will proceed without significant delay or
opposition.  The SGL reflects Smithfield's reliance on its
external sources of cash in order to cover some cash demands such
as capital expenditures, working capital requirements and
scheduled debt maturities.  Smithfield recently increased the size
of its domestic revolving credit by $75 million and obtained $200
million in uncommitted short term credit lines.  The $1.275
billion domestic revolving credit expires in August 2010, and a
Euro 300 million revolving credit expires in August 2009.  
Headroom under financial covenants has historically been limited
due to weak operating performance in the recent past.   
International assets are generally unencumbered, and the company's
bank facility permits the establishment of an accounts receivable
facility for up to 5% of total assets.

Smithfield Foods, headquartered in Smithfield Virginia, is the
world's largest pork producer and processor and the fifth largest
US beef processor.  Sales for the twelve months ended Jan. 27,
2008 were approximately $13.67 billion.


SMITHFIELD FOODS: Sells Beef Processing Unit to JBS for $565 Mil.
-----------------------------------------------------------------
Smithfield Foods Inc. signed a definitive agreement to sell
Smithfield Beef Group Inc., its beef processing and cattle feeding
operation, to JBS S.A., for $565.0 million in cash.

The sale to JBS will include 100% of Five Rivers Ranch Cattle
Feeding LLC, which is currently held by Smithfield Beef in a 50/50
joint venture with Continental Grain Company.  Smithfield Foods
and CGC have agreed that, immediately before closing of the JBS
transaction, Smithfield Beef will acquire from CGC the 50 percent
of Five Rivers that it does not presently own in return for
2.167 million shares of Smithfield common stock.

The purchase prices for JBS's purchase of Smithfield Beef, and
Smithfield Beef's purchase of the 50% interest in Five Rivers, are
subject to customary adjustments, including adjustments for
differences in working capital at closing from agreed-upon
targets.

The transaction excludes all live cattle inventories held by
Smithfield Beef and Five Rivers as of the closing date, together
with associated debt.  Live cattle owned by Five Rivers will be
transferred to a new 50/50 joint venture between Smithfield Foods
and CGC, while live cattle owned by Smithfield Beef will be
transferred to another subsidiary of Smithfield Foods.  The
excluded live cattle will be raised by JBS after closing for a
negotiated fee and then sold at maturity at market-based prices.
Proceeds from the sale of the excluded live cattle will be paid in
cash to the Smithfield Foods and CGC joint venture or Smithfield
Foods, as appropriate.

Smithfield believes that most of the live cattle inventories will
be sold within six months after closing with all sold within 12
months after closing.  The proceeds from the sale of Smithfield
Beef's live cattle inventories, together with Smithfield's 50%
interest in Five Rivers' cattle inventory, net of associated debt,
are expected to be in excess of $200 million.

Smithfield Foods expects that the net proceeds of the transaction,
consisting of the $565.0 million to be paid at closing, plus the
net proceeds from the sale of the retained cattle inventory post-
closing after payment of associated debt, will be used for debt
reduction.

Smithfield Beef processes approximately 1.5 billion pounds of
fresh beef annually.  Its processing capacity is 7,600 cattle per
day.  Five Rivers is the largest cattle feedlot operation in the
U.S. with a one-time feeding capacity of 811,000 head of cattle.

"We see this acquisition as an opportunity to participate in a
segment of the business and a region where we are not present
today," Wesley Mendonša Batista, chief executive officer of JBS
USA, said.  "The synergy created will help us increase our
customer base and reduce overheads in a highly competitive
industry."

"We are pleased that Smithfield Foods is able to benefit our
shareholders through this transaction by using the ultimate net
proceeds of approximately $750 million to reduce leverage and
invest capital in higher return businesses," C. Larry Pope,
president and chief executive officer, said.  "While outperforming
the industry, our beef group has nevertheless been a relatively
minor player, as we have been unable to grow through acquisition
or justify building a new plant in this adverse environment."

"It makes sense to exit the beef business at this time," Mr. Pope
added.

The transaction is expected to close as soon as possible subject
to customary regulatory review and closing conditions.

Smithfield's financial advisor in connection with the transaction
was Evercore Partners and its legal advisor was Hunton & Williams
LLP.  JBS's financial advisor was JPMorgan Securities Inc. while
Allen & Overy LLP acted as its legal advisor.

                         About JBS S.A.

Based in Sao Paolo, Brazil, JBS S.A. -- http://www.jbs.com.br--  
is a bovine processor based in Brazil.  The company is active in
food sectors, hygiene and cleaning, farming, and transportation.
The company's brands include, Anglo, Friboi, Bordon, Sola,
Fluminense, Hereford, Mouran, Minuano and Albany.  The company
produces 22,600 bovines per day.  In 2005 the company acquired
Swift Argentina, which is engaged in the meat chilling industry
through name brands such as Cabana Las Lilas and Plate.  JBS SA
exports to more then 70 countries.


                     About Smithfield Foods

Headquartered in Smithfield, Virginia, Smithfield Foods Inc.
(NYSE:SFD) -- http://www.smithfieldfoods.com/-- is a hog  
producer, and pork and beef processor.  The Company conducts its
business through six segments: pork, beef, international, hog
production, other and corporate, each of which comprises a number
of subsidiaries.  The pork segment produces a variety of fresh
pork and packaged meats products in the United States and markets
them nationwide and to a number of foreign markets, including
Japan, Mexico, Canada and Australia.  The pork segment operates
over 40 processing plants.  The beef segment is composed mainly of
two United States beef processing subsidiaries, the company's
cattle feeding operations and the company's interests in cattle
feeding operations.  The international segment includes the
company's international meat processing operations that produce a
variety of fresh and packaged meats products.  The hog production
segment operates a number of hog production facilities with
approximately 888,000 sows producing about 13.9 million market
hogs annually.
                          

SOUNDVIEW HOME: Fitch Puts 'B' Rated $2.6MM Cert. Under Neg. Watch
------------------------------------------------------------------
Fitch Ratings placed on Rating Watch Negative one Soundview Home
Loan Trust mortgage pass-through certificate transaction.

Soundview 2007-2
  -- $32.7 million class A rated 'AAA', placed on Rating Watch
     Negative;

  -- Notional class A-IO affirmed at 'AAA';

  -- $11.7 million class M-1 rated 'AA-', placed on Rating Watch
     Negative;

  -- $4.9 million class M-2 rated 'A', placed on Rating Watch
     Negative;

  -- $6.6 million class M-3 rated 'BBB', placed on Rating Watch
     Negative;

  -- $4.4 million class M-4 rated 'BB', placed on Rating Watch
     Negative;

  -- $2.6 million class M-5 rated 'B', placed on Rating Watch
     Negative.

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 17.13%;
  -- Realized Losses to date (% of Original Balance): 0.36%.

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.


SOUNDVIEW HOME: Fitch Chips Ratings on $3.4 Billion Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on four Soundview Home Loan
Trust mortgage pass-through certificate transactions.  Unless
stated otherwise, any bonds that were previously placed on Rating
Watch Negative are removed.  Affirmations total $218.5 million and
downgrades total $3.4 billion.  Additionally, $1.8 billion remains
on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Soundview 2007-1
  -- $192.8 million class I-A-1 rated 'AA-', remains on Rating
     Watch Negative (BL: 32.94, LCR: 1.82);

  -- $120.1 million class II-A1 affirmed at 'AAA'
     (BL: 45.45, LCR: 2.51);

  -- $25.6 million class II-A-2 affirmed at 'AAA'
     (BL: 41.86, LCR: 2.31);

  -- $77.4 million class II-A-3 downgraded to 'AA' from 'AAA'
     (BL: 34.19, LCR: 1.89);

  -- $29.8 million class II-A-4 rated 'AA-', remains on Rating
     Watch Negative (BL: 32.35, LCR: 1.79);

  -- $20.5 million class M-1 downgraded to 'BBB' from 'A'
     (BL: 28.66, LCR: 1.58);

  -- $18.6 million class M-2 downgraded to 'BB' from 'BBB+'
     (BL: 25.26, LCR: 1.39);

  -- $10.7 million class M-3 downgraded to 'BB' from 'BBB'
     (BL: 23.26, LCR: 1.28);

  -- $9.8 million class M-4 downgraded to 'B' from 'BBB-'
     (BL: 21.36, LCR: 1.18);

  -- $9.1 million class M-5 downgraded to 'B' from 'BB'
     (BL: 19.51, LCR: 1.08);

  -- $8.5 million class M-6 affirmed at 'B',
     (BL: 17.72, LCR: 0.98);

  -- $8.2 million class M-7 downgraded to 'CCC' from 'B'
     (BL: 15.91, LCR: 0.88);

  -- $4.3 million class M-8A downgraded to 'CCC' from 'B'
     (BL: 14.58, LCR: 0.80);

  -- $2.0 million class M-8B downgraded to 'CCC' from 'B'
     (BL: 14.58, LCR: 0.80);

  -- $6.0 million class M-9 downgraded to 'CC' from 'CCC'
     (BL: 13.31, LCR: 0.73);

  -- $6.3 million class M-10 downgraded to 'CC' from 'CCC'
     (BL: 12.25, LCR: 0.68).

Deal Summary
  -- Originators: Various;
  -- 60+ day Delinquency: 14.31%;
  -- Realized Losses to date (% of Original Balance): 0.11%;
  -- Expected Remaining Losses (% of Current balance): 18.12%;
  -- Cumulative Expected Losses (% of Original Balance): 16.49%.

Soundview 2007-OPT1
  -- $841.2 million class I-A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.57, LCR: 1.32);

  -- $326.3 million class II-A-1 rated 'AAA', remains on Rating
     Watch Negative (BL: 57.75, LCR: 1.92);

  -- $171.8 million class II-A-2 downgraded to 'AA' from 'AAA'
     (BL: 47.78, LCR: 1.59);

  -- $178.0 million class II-A-3 downgraded to 'A' from 'AAA'
     (BL: 40.97, LCR: 1.36);

  -- $62.2 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.44, LCR: 1.31);

  -- $104.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 34.41, LCR: 1.14);

  -- $105.6 million class M-2 downgraded to 'B' from 'AA'
     (BL: 29.19, LCR: 0.97);

  -- $44.1 million class M-3 downgraded to 'CCC' from 'AA-'
     (BL: 26.93, LCR: 0.90);

  -- $43.0 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 24.60, LCR: 0.82);

  -- $38.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 22.42, LCR: 0.75);

  -- $32.5 million class M-6 downgraded to 'CC' from 'BBB+'
     (BL: 20.49, LCR: 0.68);

  -- $27.9 million class M-7 downgraded to 'CC' from 'BBB'
     (BL: 18.81, LCR: 0.63);

  -- $13.9 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 17.98, LCR: 0.60);

  -- $44.1 million class M-9 downgraded to 'CC' from 'BB'
     (BL: 15.47, LCR: 0.51);

  -- $36.0 million class M-10 downgraded to 'C' from 'BB'
     (BL: 13.82, LCR: 0.46).

Deal Summary
  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 13.71%;
  -- Realized Losses to date (% of Original Balance): 0.13%;
  -- Expected Remaining Losses (% of Current balance): 30.06%;
  -- Cumulative Expected Losses (% of Original Balance): 28.09%.

Soundview 2007-OPT3
  -- $233.9 million class 1-A-1 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 35.98, LCR: 1.39);

  -- $64.3 million class II-A-1 affirmed at 'AAA',
     (BL: 63.70, LCR: 2.45);

  -- $46.3 million class II-A-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 46.09, LCR: 1.78);

  -- $44.0 million class II-A-3 downgraded to 'A' from 'AAA'
     (BL: 37.51, LCR: 1.44);

  -- $13.8 million class II-A-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 35.88, LCR: 1.38);

  -- $21.5 million class M-1 downgraded to 'B' from 'AA+'
     (BL: 31.68, LCR: 1.22);

  -- $18.4 million class M-2 downgraded to 'B' from 'AA'
     (BL: 28.05, LCR: 1.08);

  -- $10.7 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 25.89, LCR: 1.00);

  -- $10.2 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 23.80, LCR: 0.92);

  -- $9.3 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.76, LCR: 0.84);

  -- $8.8 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 19.65, LCR: 0.76);

  -- $8.2 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 17.41, LCR: 0.67);

  -- $7.1 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 15.48, LCR: 0.60);

  -- $5.9 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 14.00, LCR: 0.54);

  -- $5.7 million class M-10 downgraded to 'CC' from 'BB+'
     (BL: 12.90, LCR: 0.50).

Deal Summary
  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 6.53%;
  -- Realized Losses to date (% of Original Balance): 0.00%;
  -- Expected Remaining Losses (% of Current balance): 25.97%;
  -- Cumulative Expected Losses (% of Original Balance): 24.07%.

Soundview 2007-WMC1
  -- $219.8 million class I-A-1 downgraded to 'B' from 'A-'
     (BL: 37.62, LCR: 0.97);

  -- $274.7 million class II-A-1 downgraded to 'B' from 'A-'
     (BL: 36.18, LCR: 0.93);

  -- $182.6 million class III-A-1 downgraded to 'AA' from 'AAA'
     (BL: 48.76, LCR: 1.26);

  -- $73.9 million class III-A-2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 42.20, LCR: 1.09);

  -- $77.8 million class III-A-3 downgraded to 'B' from 'A-'
     (BL: 37.41, LCR: 0.97);

  -- $31.2 million class III-A-4 downgraded to 'B' from 'A-'
     (BL: 36.16, LCR: 0.93);

  -- $40.0 million class M-1 downgraded to 'CCC' from 'BBB'
     (BL: 32.33, LCR: 0.83);

  -- $36.5 million class M-2 downgraded to 'CC' from 'BBB-'
     (BL: 28.61, LCR: 0.74);

  -- $21.8 million class M-3 downgraded to 'CC' from 'BB'
     (BL: 26.28, LCR: 0.68);

  -- $19.4 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 24.09, LCR: 0.62);

  -- $17.7 million class M-5 downgraded to 'CC' from 'B'
     (BL: 21.99, LCR: 0.57);

  -- $17.1 million class M-6 downgraded to 'CC' from 'B'
     (BL: 19.96, LCR: 0.51);

  -- $16.5 million class M-7 downgraded to 'C' from 'CCC'
     (BL: 18.02, LCR: 0.46);

  -- $13.0 million class M-8 downgraded to 'C' from 'CCC'
     (BL: 16.50, LCR: 0.43);

  -- $10.0 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 15.34, LCR: 0.40);

  -- $11.8 million class M-10 downgraded to 'C' from 'CCC'
     (BL: 14.18, LCR: 0.37).

Deal Summary
  -- Originators: 100% WMC Mortgage Corp.;
  -- 60+ day Delinquency: 32.39%;
  -- Realized Losses to date (% of Original Balance): 0.81%;
  -- Expected Remaining Losses (% of Current balance): 38.76%;
  -- Cumulative Expected Losses (% of Original Balance): 36.66%.

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.


STOCKTON CDO: $81 Mil. Notes Get Moody's Junk Rating
----------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Stockton CDO Ltd. and left on review for possible
downgrade ratings of three of these classes of notes.  The classes
affected by these rating actions are:

Class Description: Up to $495,000,000 Class A-1 Variable Funding
Senior Secured Floating Rate Notes Due 2052

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $54,000,000 Class A-3 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: $81,000,000 Class B Senior Secured Floating
Rate Notes Due 2052

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $67,500,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $18,000,000 Class D-1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

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

Class Description: $15,000,000 Class D-2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

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

Class Description: $25,500,000 Class D-3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

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

Class Description: $9,000,000 Class E Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2052

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Feb. 20,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Senior Credit Test, pursuant Section 5.1(h) of
the Indenture dated July 19, 2007.

Stockton CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities and
synthetic securities in the form of credit default swaps.   
Reference obligations for the credit default swaps are RMBS and
CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain 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 following the event
of default by certain Noteholders.  Because of this uncertainty,
the rating assigned to the Class A-1, A-2 and A-3 Notes remains on
review for possible further action.


TAHOMA CDO: Eroding Credit Quality Prompts Moody's Rating Reviews
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes issued by Tahoma CDO III, Ltd. and left on review for
possible further downgrade the ratings of two of these classes.   
The notes affected by this rating action are:

Class Description: $192,500,000 Class A-1 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $97,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $14,500,000 Class B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $14,500,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $13,000,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2047

  -- Prior Rating: Ba2, 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 Feb. 25, 2008, of an event of default described in
Section 5.1(g) of the Indenture dated April 18, 2007.

Tahoma CDO III, Ltd. is a collateralized debt obligation backed by
a portfolio of CDO securities.

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

The rating actions 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 further remedies to be pursued by the
Controlling Class.  Because of this uncertainty, the ratings
assigned to Class A-1 Notes and Class A-2 Notes remain on review
for possible further action.


TEMBEC INC: DBRS Rating at D on Failure to Complete Exchange Offer
----------------------------------------------------------------
DBRS downgraded the Senior Unsecured Debentures of Tembec Inc. to
D from CCC.  The rating had been placed Under Review with
Developing Implications on Dec. 19, 2007.  The rating action
follows the completion of the recapitalization of Tembec, which
included the conversion of $1.2 billion in long-term debt into
equity.  The rating change to D is consistent with DBRS
methodology given that, although a payment default did not occur,
failure to complete the exchange offer would ultimately have led
to default, in DBRS's opinion.

Concurrent with the completion of the recapitalization, DBRS has
discontinued the rating on Tembec's Senior Unsecured Debentures.  
DBRS plans to assign a new rating to Tembec following a review of
the newly capitalized company.


TROPICANA ENT: Appeals New Jersey Casino Commission's Verdict
-------------------------------------------------------------
Tropicana Casinos and Resorts Inc., asked New Jersey appellate
court to overturn a commission order denying renewal of the
company's Atlantic City casino license, charging the New Jersey
Casino Control Commission with abuse of regulatory discretion and
a lack of requisite neutrality and impartiality.

The brief contends that the commission's decision was arbitrary,
capricious and unreasonable; that it was not supported by
sufficient credible evidence; and it relied on ad hoc rulemaking
and standard-setting.

The brief alleges that the commission purposefully ignored facts
on the record with respect to the company's financial stability,
its current business operations, and the voluminous communications
it had with gaming authorities in its attempts to decipher and
ultimately satisfy regulations and staffing requirements.  It is
also critical of the influence that self-interested third parties
may have had on the deliberations.

A major portion of the appeal focuses on the issue of independent
audit committees, beginning with the assertion that New Jersey
regulation on such committees is notable because it has
"absolutely no requirements" and "thus, the commission could not
deny the company's license because it failed to comply with non-
existent or improperly adopted policies."

In that regard, the brief contends that the commission acted
improperly when, without advance rulemaking or guidelines, it used
the hearing as a venue for literally creating a new rule against
one-person audit committees, a rule directly contrary to the
commission's earlier insistence on and approval of Tropicana's
one-person structure.  The one-member audit committee that
Tropicana put in place in June of 2007 has been in widespread use
by other New Jersey casinos.

In addition, according to the brief, the commission not only gave
unwarranted credence to "severely overstated" customer complaints
but also completely disregarded non-refuted testimony about the
quality of the Tropicana's operations.

Among other things, the brief says the commission gave no sway to
the fact that the property enjoyed 94% occupancy rates during
2007, that rates of customer complaint were "minuscule" compared
with those required by highly regarded national hotel chains, that
the casino was consistently rated among the top two or three in
Atlantic City, and that ownership invested more than $30 million
in needed improvements in the short time, just over 11 months,
that Tropicana operated the casino.

Finally, the brief takes issue with the commission's diligence
with respect to adhering to the tenets of the licensing process,
decrying the virtual absence of interrogation about the company's
business plans and aspirations that is ordinarily a staple of
renewal hearings.

As reported in the Troubled Company Reporter on Mar. 04, 2008, The
Chancery Court of Delaware dismissed two out of three claims
filed by bondholders against Columbia Sussex Corp. and its
subsidiary, Tropicana Entertainment LLC, Liz Benston writes for
the Las Vegas Sun.  On the retained case, the Court ruled that
Columbia Sussex defaulted on its $960 million loan and gave
Columbia 60 days to repay the loan, the Sun relates.

The report also mentioned that in 2007, New Jersey regulators
revoked Columbia's license to run Tropicana Entertainment, a
casino in Atlantic City, after bondholders filed a case against
the company for gross mismanagement, the Sun says.  Columbia
counter attacked with a request to deny the default and blamed
bondholders for its financial woes, asserting that bondholders
blocked a property sale, the Sun reveals.

An undisclosed source familiar with the case told the Sun that
instead of two months, Columbia has only a month to repay its debt
since the default was already a month old.  The source added that
Columbia's non-repayment of the defaulted loan will trigger a
second default on another bank loan, the Sun reports.

                      About Columbia Sussex

Crestview Hills, Kentucky-based Columbia Sussex Corp. --
http://www.columbiasussex.com/-- develops and manages more than   
60 hotels and casinos in about 30 states.  Its hotels operate
under banners such as Hilton, Marriott, and Starwood.  The
company's casino properties are located in Mississippi (Lighthouse
Point), Louisiana (Amelia Belle), and Nevada (Lake Tahoe Horizon),
among other states.  Columbia Entertainment, the casino affiliate
of Columbia Sussex, turned heads in 2007 when it purchased Aztar
Corporation, owner of the Las Vegas Tropicana, for a staggering
$2.1 billion.  President and CEO William J. Yung, III, and his
family own Columbia Sussex.  Mr.Yung founded the Kentucky-based
company in 1972.

                   About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.


TROPICANA ENT: Moody's Pares Corp. Family Rating to Caa3 From Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded Tropicana Entertainment LLC's
corporate family rating to Caa3 from Caa1.  The downgrade reflects
the Delaware Court of Chancery's ruling that Tropicana did breach
section 4.06 (Asset Dispositions) of the senior subordinate note
indenture as it relates to the transfer of title of Adamar - the
entity that holds the Atlantic City property.

The Court found the transfer of title to have occurred when it was
transferred to the Trustee appointed to manage the operations of
the Atlantic City casino after the company lost its New Jersey
gaming license, constituting a technical default under the notes.   
Failure to cure this technical default within a 60 day period will
constitute an "event of default", and will allow the noteholders
to accelerate payment of their claim.  If Tropicana is unable to
cure the default, a bankruptcy filing is possible.  Thus,
Tropicana's probability of default has increased sufficiently to
warrant a downgrade due to the court ruling.  Moody's notes that
even if the Company can avoid default under the senior subordinate
note indenture and sell its Atlantic City, Evansville and
Vicksburg properties as planned, Tropicana's credit profile will
deteriorate significantly.

The ratings will remain on review for possible further downgrade
given the existence of the technical default under the senior
subordinate note indenture and the potential need for further
accommodation from creditors to avoid a possible bankruptcy
filing.  The review will focus on the company's ability to cure
the default, progress with respect to planned asset sales, and
maintain adequate liquidity and operating performance.

Moody's also downgraded Tropicana Las Vegas Resort & Casino, LLC's
corporate family rating to Caa1 from B3 because the probability of
default is correlated with that of Tropicana.  If an event of
default under Tropicana's senior subordinate notes causes the
holders thereof to accelerate, it would trigger a default under
Tropicana's senior credit facilities.  If the senior lenders
accelerate, it may also cause an event of default under the Trop
Las Vegas term loan.

Moody's used a family recovery rate of 50% for Tropicana, but a
higher family recovery rate of 75% for Trop Las Vegas because in
Moody's view Trop Las Vegas has higher recovery prospects.   

Previously Moody's employed the standard 65% family recovery rate
for an all bank capital structure.  The implementation of a higher
recovery rate reflects the value of approximate 34 acres of land
on the Las Vegas strip that is owned by Trop Las Vegas.  The land
value is expected to result in a high recovery rate even in the
event that Trop Las Vegas is pushed into a bankruptcy filing.

These ratings were downgraded and remain on review for further
possible downgrade.

Tropicana Entertainment LLC

  -- Corporate Family Rating to Caa3 from Caa1

  -- Probability of Default Rating to Caa3 from Caa1

  -- First lien senior secured revolving credit facility to Caa2
     from B2

  -- First lien senior secured term loan to Caa2 from B2

  -- Senior Subordinate notes to Ca from Caa3

Tropicana Las Vegas Resort and Casino, LLC

  -- Corporate Family Rating to Caa1 from B3
  -- Probability of Default Rating to Caa3 from Caa1
  -- First lien senior secured term loan to Caa1from B3

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group.  The
properties are located in Atlantic City, New Jersey, Baton Rouge,
Louisiana, and Vicksburg and Greenville, Mississippi, Laughlin and
Lake Tahoe, Nevada, Las Vegas, Nevada, and Evansville, Indiana.


TYCO INTERNATIONAL: Sells Nippon Dry to Daiwa Securities' Unit
--------------------------------------------------------------
Tyco International Ltd. sold its subsidiary, Nippon Dry-Chemical
Co. Ltd., to the SPC owned by Daiwa Securities SMBC Principal
Investments Co. Ltd., a subsidiary of Japan-based investment bank
Daiwa Securities SMBC Co. Ltd., pursuant to an agreement entered
into on Feb. 19, 2008.  Financial terms were not disclosed.

Nippon Dry-Chemical manufactures and sells dry chemical fire
extinguishers, fire trucks and security systems for the Japan
market.  The Tokyo-headquartered firm has about 420 employees.
Nippon Dry-Chemical has been treated as a discontinued operation
in Tyco's financial statements beginning with the first quarter of
fiscal 2008.

The sale of Nippon Dry-Chemical is one of a series of steps Tyco
is taking to divest or exit certain non-core fire business in Asia
and Latin America.  

These actions are part of a portfolio refinement strategy that
includes the sale of Tyco's Infrastructure Services unit well as
small bolt-on acquisitions of two technology businesses -
TridentTek and Retail Expert - in Tyco's core electronic security
business.

               About Daiwa Securities SMBC Co. Ltd.

Headquartered in TOkyo, Japan, Daiwa Securities SMBC Co. Ltd. --
http://www.daiwasmbc.co.jp/-- is a securities company that offers  
equity products, including equities, futures, options and over-
the-counter equity derivatives.  The company also offers corporate
finance services, including financial and business strategy
proposals, advices on equity and bond issues, and underwriting and
syndication services; merger and acquisition services.  Its parent
company is Daiwa Securities Group Inc.

                About Tyco International Limited

Headquartered in Hamilton, Canada, Tyco International Limited
(NYSE:TYC) -- http://www.tyco.com- provides five segment products
and services to customers, which are ADT worldwide, fire
protection services, flow control, safety products, and electrical
and metal products.  ADT worldwide designs, sells, installs,
services and monitors electronic security systems to residential,
commercial, industrial and governmental customers.   Fire
protection services designs, sells, installs and services fire
detection and fire suppression systems to commercial, industrial
and governmental customers.  Flow control designs, manufactures,
sells and services valves, pipes, fittings, valve automation and
heat tracing products.  Safety products designs, manufactures and
sells fire protection, security and life safety products.
Electrical and metal products designs, manufactures and sells
steel tubing and pipe products, as well as cable products.  As of
June 29, 2007, the company completed the spin-offs of Covidien and
Tyco Electronics.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007, in
its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.


US ENERGY: Gets Court Final Approval to Access Cash Collateral
--------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York authorized U.S. Energy Systems
Inc. and its debtor-affiliates to access, on a final basis, the
cash collateral of Credit Suisse Cayman Islands Branch, as lien
administrative agent and lien collateral agent; and Credit Suisse
Securities (USA) LLC, as sole lead arranger and sole bookrunner.

The Debtors have borrowed up to $143,000,000 in the aggregate from
Credit Suisse.  The Debtors were indebted and liable to Credit
Suisse of $144,774,038 in the aggregate under a certain credit
agreement as of the Debtors' bankruptcy filing.

The Debtors have an urgent need to use Credit Suisse's cash
collateral to provide sufficient financing to their United Kingdom
Subsidiaries to allow them to continue to operate.

As adequate protection, the Debtor entitled Credit Suisse
replacement liens equal to the aggregate value of the prepetition
collateral.

The Debtors' authority to use the cash collateral will terminate
on March 31, 2008.

Kroll Talbot Hughes Limited has been named independent advisors to
monitor and provide cash flow forecasting and reports for the
Debtors.

A full-text copy of the 13 Week Short Term Cash Flow is available
for free at http://ResearchArchives.com/t/s?28d5

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VESTA INSURANCE: FSIA Liquidation Voting Deadline Set to March 18
-----------------------------------------------------------------
At Florida Select Insurance Agency's behest, Judge Thomas B.
Bennett sets March 18, 2008, at 4:00 p.m., Central Time, as the
deadline by which entities can vote to accept or reject Florida
Select's Plan of Liquidation.

The Debtors have previously sent out notices and ballots
indicating March 17 as the Voting Deadline.  

Judge Bennett clarifies that the rescheduling of the Voting
Deadline does not alter any other provisions of the Disclosure
Statement.

As reported by the Troubled Company Reporter on Feb. 22, 2008,
Judge Bennett approved the schedule for the voting, tabulation,
and confirmation process of Florida Select Insurance's First
Amended Plan of Liquidation.

All voting classes will send their ballots to:

      Tyronia M. Morrison
      Parker, Hudson, Rainer & Dobbs LLP
      1500 Marquis Two Tower
      285 Peachtree Center Avenue, N.E.
      Atlanta, Georgia 30303

                       Disclosure Statement

As reported by the TCR on Feb. 22, 2008, Judge Bennett of the U.S.
Bankruptcy Court for the Northern District of Alabama, Southern
Division, approved the Disclosure Statement explaining Florida
Select Insurance Agency, Inc.'s Plan of Liquidation on Feb. 15,
2008.

Judge Bennett found that the Disclosure Statement contained
adequate information, as required by Section 1125 of the
Bankruptcy Code, to enable creditors to make an informed decision
on whether to accept or reject the Florida Select Plan.

At the hearing on Feb. 15, the Debtors presented to the Court an
Amended Plan of Liquidation and the accompanying Disclosure
Statement to reflect "immaterial" modifications of the Plan
originally filed in December 2007.

The First Amended Plan includes additional Plan exhibits,
including:

   (a) a notice fixing the time for submitting acceptances or
       rejections of the Plan, the time for filing objections to
       the Plan, and the date and time of the hearings to
       consider confirmation of the Plan and related matters; and

   (b) a ballot for voting on acceptance or rejection of the
       Plan.

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

  http://bankrupt.com/misc/FSIA1stAmendedCh11LiquidationPlan.pdf

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

  http://bankrupt.com/misc/FSIA1stAmendedDisclosureStatement.pdf

Copies of the Plan Exhibits are available for free at:

  http://bankrupt.com/misc/FSIANonVotingStatus.pdf
  http://bankrupt.com/misc/FSIANoticeofPlanConfirmationHearing.pdf
  http://bankrupt.com/misc/FSIAShareholderBallot.pdf
  http://bankrupt.com/misc/FSIAUnsecuredBallot.pdf

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


VESTA INSURANCE: FSIA's Solicitation Period Extended to May 19
--------------------------------------------------------------
Judge Thomas B. Bennett extended the period within which Florida
Select Insurance Agency may solicit acceptances of its Plan of
Liquidation until May 19, 2008.

Judge Bennett ruled that, during the Extended Solicitation
Period, no creditor of Florida Select or any party-in-interest
may solicit votes for any plan, unless authorized by the Court.

In its extension request, Florida Select has told Judge Bennett
that extension of its solicitation period is needed to, among
other things, allow its creditors to have ample time to analyze
whether to accept or reject the Plan.

Florida Select has assured the Court that it has sufficient
liquidity to pay its postpetition debts as they come due; hence,
the Extended Solicitation Period will not jeopardize the rights
of the Debtor's postpetition creditors.

As reported by the Troubled Company Reporter on Feb. 22, 2008,
Judge Bennett of the U.S. Bankruptcy Court for the Northern
District of Alabama, Southern Division, approved the schedule for
the voting, tabulation, and confirmation process of Florida Select
Insurance Agency, Inc.'s First Amended Plan of Liquidation as:

   February 15, 2008  -- Record Date to determine creditors
                         and interest holders entitled to
                         receive Solicitation Packages and vote
                         to accept or reject the Plan and
                         Solicitation Package Mailing Date

   March 17, 2008     -- Voting Deadline

   March 18, 2008     -- Plan Confirmation Objection Deadline
  
   March 20, 2008     -- Plan Confirmation Hearing

The Voting Deadline has been extended to March 18, 2008, at 4:00
p.m., Central Time.

Solicitation Packages will include a notice of the confirmation
hearing, a copy of the Court-approved Disclosure Statement, and a
voting ballot.  In lieu of the Solicitation Package, Florida
Select will distribute a Notice of Non-Voting Status to:

   -- holders of Administrative Claims,

   -- holders of Priority Tax Claims,

   -- holders of Class A Priority Non-Tax Claims,

   -- holders of Class B Secured Claims, and

   -- all known parties to executory contracts and unexpired
      leases who do not hold filed or scheduled claims, excluding
      claims scheduled as contingent, unliquidated or disputed.

All voting classes will send their ballots to:

      Tyronia M. Morrison
      Parker, Hudson, Rainer & Dobbs LLP
      1500 Marquis Two Tower
      285 Peachtree Center Avenue, N.E.
      Atlanta, Georgia 30303

Parker Hudson is expected to file with the Court the voting
results on the Florida Select Plan on March 19, 2008.

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


WAMU ASSET-BACKED: Fitch Lowers Ratings on $2.3 Bil. Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on WAMU mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.  
Downgrades total $2.3 billion.  Additionally, $1.3 billion was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

WaMu Asset-Backed Certificates, WaMu Series 2007-HE2
  -- $444.1 million class I-A downgraded to 'B' from 'A'
     (BL: 32.60, LCR: 0.94);
  -- $288.1 million class II-A1 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 50.65, LCR: 1.47);

  -- $125.3 million class II-A2 downgraded to 'BBB' from 'AAA'
     (BL: 42.46, LCR: 1.23);

  -- $199.4 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 34.81, LCR: 1.01);

  -- $118 million class II-A4 downgraded to 'B' from 'A'
     (BL: 31.61, LCR: 0.92);

  -- $51 million class M-1 downgraded to 'CCC' from 'BBB+'
     (BL: 28.00, LCR: 0.81);

  -- $44.6 million class M-2 downgraded to 'CC' from 'BBB'
     (BL: 24.75, LCR: 0.72);

  -- $27.1 million class M-3 downgraded to 'CC' from 'BBB-'
     (BL: 22.68, LCR: 0.66);

  -- $23.9 million class M-4 downgraded to 'CC' from 'BB'
     (BL: 20.71, LCR: 0.6);

  -- $23.1 million class M-5 downgraded to 'CC' from 'B'
     (BL: 18.74, LCR: 0.54);

  -- $21.5 million class M-6 downgraded to 'C' from 'B'
     (BL: 16.89, LCR: 0.49);

  -- $20.7 million class M-7 downgraded to 'C' from 'CCC'
     (BL: 15.19, LCR: 0.44);

  -- $12.7 million class M-8 downgraded to 'C' from 'CCC'
     (BL: 14.20, LCR: 0.41);

  -- $17.5 million class M-9 downgraded to 'C' from 'CCC'
     (BL: 13.07, LCR: 0.38).

Deal Summary
  -- Originators: WAMU: 100%
  -- 60+ day Delinquency: 19.77%
  -- Realized Losses to date (% of Original Balance): 1.07%
  -- Expected Remaining Losses (% of Current balance): 34.50%
  -- Cumulative Expected Losses (% of Original Balance): 32.91%

WaMu Asset-Backed Certificates, WaMu Series 2007-HE3
  -- $342.5 million class I-A1 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.94, LCR: 1.15);

  -- $123.3 million class II-A1 rated 'AAA', remains on Rating
     Watch Negative (BL: 57.19, LCR: 1.78);

  -- $51.4 million class II-A2 downgraded to 'AA' from 'AAA'
     (BL: 48.38, LCR: 1.51);

  -- $85.5 million class II-A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.75, LCR: 1.21);

  -- $33.1 million class II-A4 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.49, LCR: 1.14);

  -- $184.2 million class II-A5 downgraded to 'BBB' from 'AA-',
     remains on Rating Watch Negative (BL: 36.49, LCR: 1.14);

  -- $53.6 million class M-1 downgraded to 'B' from 'A+'
     (BL: 31.37, LCR: 0.98);

  -- $37.5 million class M-2 downgraded to 'CCC' from 'A-'
     (BL: 27.73, LCR: 0.86);

  -- $21.9 million class M-3 downgraded to 'CCC' from 'BBB+'
     (BL: 25.53, LCR: 0.8);

  -- $19 million class M-4 downgraded to 'CC' from 'BBB'
     (BL: 23.53, LCR: 0.73);

  -- $19 million class M-5 downgraded to 'CC' from 'BBB-'
     (BL: 21.46, LCR: 0.67);

  -- $15 million class M-6 downgraded to 'CC' from 'BB'
     (BL: 19.70, LCR: 0.61);

  -- $16.1 million class M-7 downgraded to 'CC' from 'B'
     (BL: 17.74, LCR: 0.55);

  -- $10.9 million class M-8 downgraded to 'CC' from 'B'
     (BL: 16.53, LCR: 0.52);

  -- $16.1 million class M-9 downgraded to 'C' from 'B'
     (BL: 15.07, LCR: 0.47).

Deal Summary
  -- Originators: WAMU: 100%
  -- 60+ day Delinquency: 14.65%
  -- Realized Losses to date (% of Original Balance): 0.51%
  -- Expected Remaining Losses (% of Current balance): 32.07%
  -- Cumulative Expected Losses (% of Original Balance): 30.59%

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.


WASTE SERVICES: Completes $57 Mil. Sale of Jacksonville Assets
--------------------------------------------------------------
Waste Services Inc. completed the sale of its Jacksonville,
Florida area hauling and materials recycling operations and
construction demolition debris landfill to Advanced Disposal
Services Inc. and has used $42.5 million of the proceeds to reduce
its term loans.

As reported in the Troubled Company Reporter on March 3, 2008,
Waste Services signed a definitive agreement for the sale of
its Jacksonville, Florida area hauling and materials recycling
operations and construction and demolition debris landfill to
Advanced Disposal Services Inc. for $57.5 million.

The company will retain ownership of the Jacksonville materials
recycling and hauling facilities and lease them to the purchaser.
The transaction is subject to lender approvals and customary
closing conditions and is expected to close in early March.

                    About Waste Service

Headquartered in Burlington, Ontario, Waste Services Inc. (NASDAQ:
WSII) -- http://www.wasteservicesinc.com/-- is a multi-regional,
integrated solid waste services company, providing collection,
transfer, landfill disposal and recycling services for commercial,
industrial and residential customers in the United States and
Canada.

                          *     *     *

Moody's Investors Service placed Waste Services Inc.'s
subordinated debt rating at 'Caa1' in September 2006.  The rating
still hold to date with a stable outlook.


* Fitch Details Its Negative Outlook on US Title Insurers
---------------------------------------------------------
In a new report, Fitch Ratings details its negative outlook on
U.S. title insurers.  The outlook is attributable to a sharp
decline in revenue and profits for the fourth quarter and full
year 2007, as well as expectations for further deterioration in
2008 and 2009.  The report includes a review of 2007 full year
GAAP results for the five national title insurers, and the
market's profitability prospects in 2008.  Continued unfavorable
credit and property market conditions, spurred by the subprime
mortgage crisis, support the revised forecast.

To coincide with Fitch's views on the title insurance industry, it
holds conference call on March 7.  A separate announcement with
dial-in information will follow shortly.

Historically, it is rare for U.S. title insurers to produce net
losses.  Four out of five publicly-traded, national title
underwriters in Fitch's rating universe reported losses in 2007
due to declining revenues and unexpected growth in incurred claims
losses.

"As title insurance is a cyclical business, ratings are assigned
at a level that can withstand a normal industry cycle" said Doug
Pawlowski, Sector Head for title insurance ratings at Fitch.   
"However, the current downtrend may be unusually severe and longer
in duration than past cycles, and create significant pressure on
some company ratings."

Leading indicators of future title insurance revenues, including
mortgage origination and title insurance order flow, reveal that
further challenges lie ahead.  Reducing expenses remains the key
element to profitability in a down market and title insurers with
a greater proportion of fixed costs will be at a disadvantage and
will require significant expense restructuring to restore
profitability.

The poor results in 2007 are also attributable to unfavorable loss
reserve development from the policy years in the previous cyclical
earnings peak years of 2003-2006.  Higher than anticipated loss
ratios in these periods indicate that underwriting quality
diminished greatly when industry participants were operating at
full capacity.

"There is some concern that these reserve deficiencies coupled
with operating losses will affect capital adequacy within the
title industry," added Gerald Glombicki, Director in Fitch's
Insurance Rating Group.


* Hugh McDonald Joins Thacher Proffitt as Bankruptcy Partner
------------------------------------------------------------
Hugh McDonald has joined Thacher Proffitt & Wood LLP as partner in
the Bankruptcy and Creditors' Rights Practice Group, resident in
the New York office.  Prior to joining the firm, Mr. McDonald was
a partner in the New York office of Allen & Overy.
   
In his role at Thacher Proffitt, Mr. McDonald will focus on all
aspects of restructuring including workouts, bankruptcy and
related issues, and bankruptcy related litigation.  He will bring
with him a breadth of expertise in such matters as:

     1. Mirant Corporation
     2. Enron Corporation
     3. Blue Bird Bus
   
"Hugh is a tremendous talent, particularly in the area of complex
Chapter 11 cases, committee work and the bankruptcy aspects of
structured finance, Christopher F. Graham, chair of the Bankruptcy
and Creditors' Rights Practice Group, said.  "He's adding depth to
our practice at a time of increased restructurings and workouts."
   
"Capital markets disruptions ebb and flow but Hugh's expertise
complements our clients' business life-cycles," added Paul D.
Tvetenstrand, chairman and managing partner of Thacher Proffitt.
"We welcome him wholeheartedly to the Firm, and will support him
in all his endeavors."

Mr. McDonald focuses his practice in all aspects of restructuring
including workouts, bankruptcy and related issues, and bankruptcy
related litigation and has represented debtors, secured and
unsecured creditors, bank groups, bond holder groups, and creditor
committees.  He is also experienced with asset sales in bankruptcy
cases, debtor in possession financing, and the liquidation of
estates.  

Mr. McDonald is a co-author of these published articles:

   -- "Lafferty's Orphan: The Abandonment of Deepening Insolvency"
      American Bankruptcy Institute Journal,
December/January                                                                           
      2007/2008, with Todd S. Fishman and Laura Martin.
    
   -- "Lessons on the impact of a US bankruptcy filing on lenders'
      rights," Global Insolvency & Restructuring Yearbook 2004/05,
      page 68, with Carolyn Conner, Dennise Calderon-Barrera and
      Ken Coleman.
    
   -- "Off-Balance Sheet Post Enron - Game Over or Just New
      Rules," Project Finance International, Supp. March 2002, 11,
      with Ken Coleman.
    
He earned his J.D. from New York Law School, cum laude, and his
B.A. from Boston College, cum laude.

                 About Thacher Proffitt & Wood LLP
    
Founded in 1848, Thacher Proffitt has nearly 300 lawyers in five
locations - New York, Washington, DC, White Plains, New York,
Summit, New Jersey and Mexico City.  The company advises clients
on a range of matters involving: banking, bankruptcy, compensation
and benefits, corporate and securities, international, litigation
and dispute resolution - including subprime, real estate,
structured finance, tax, technology and intellectual property, and
trusts and estates.


* KCP Advisory Appoints Jacen A. Dinoff as Principal and CEO
------------------------------------------------------------
KCP Advisory Group appointed Jacen A. Dinoff as principal and
chief executive officer of its national consulting practice.
Mr. Dinoff will oversee operations of KCP's national practice out
of the group's Boston office.
   
Mr. Dinoff is an experienced and highly-regarded corporate
restructuring and turnaround management advisor with nearly two
decades of hands-on accounting, finance, management and operations
experience along with a technical expertise in bankruptcy case
administration.  

His career has included engagements in financial an operational
restructurings, asset divestitures through sale and liquidation,
and senior debtor or creditor advisor roles for many well-known
companies, both publicly and privately held, in a multitude
of industries.
   
"We are very excited about Jacen leading the firm," explains
Andrew H. Moser, co-founder and partner of Kairos Capital Partners
and chairman of KCP's Advisory Council.  "I have known Jacen for
ten years.  He brings not only the talent and expertise necessary
to manage and grow this practice, but also a sense of passion,
energy and level of diligence that has made him a highly respected
professional in his industry."
   
Mr. Dinoff is an active member of the Turnaround Management
Association, Association for Corporate Growth and American
Bankruptcy Institute.  He can be reached at the Boston office of
KCP Advisory Group at (781)722-2606.
   
                     About KCP Advisory Group

Located in Massachussets and New York, KCP Advisory Group --
www.kcpadvisory.com/ -- provides financial advisory, corporate
restructuring and business performance improvement services
to lender, investor, legal and corporate stakeholders.  With
decades of proven experience in all aspects of corporate
transactions and reorganizations, the professionals at KCP provide
unique insight and complete business solutions for companies in
transition or reorganization, or seeking to improve operational
efficiency and profitability.  The company was formed by some of
the most respected and innovative leaders in lending, investing,
turnaround consulting and business advisory services.


* McGuireWoods and Helms Mulliss to Combine Into 900-Lawyer Firm
----------------------------------------------------------------
McGuireWoods LLP and Helms Mulliss & Wicker, PLLC plan to merge
their practices into a law firm with nearly 900 lawyers and
offices in 17 cities in the United States, Europe and Central
Asia.

The combined firm will be known as McGuireWoods LLP.  The merger
will be effective at the close of business on March 31, 2008.

"Helms Mulliss and McGuireWoods are fortunate to have many
successful clients whose legal needs are expanding and becoming
more complex as their business grows, and we need to match our
capabilities and geographic reach to meet those needs," said
Richard Cullen, chairman of McGuireWoods LLP.  "With our common
traditions of excellence, our shared focus on serving clients, and
our complementary expertise in capital markets, business
litigation and corporate law, we believe this combination is a
natural fit that will benefit clients of both firms."

Peter J. Covington, chairman and managing member of Helms Mulliss,
will become vice chairman of McGuireWoods.  Scott Vaughn,
currently the practice area leader for Helms Mulliss Wicker's
finance group, will become managing partner of McGuireWoods'
Charlotte office.

"Helms Mulliss has had a long and proud history serving clients in
North Carolina, and we're excited about the opportunity to provide
an even higher level of service to our clients by joining forces
with McGuireWoods," Covington said. "Charlotte's emergence as the
nation's second largest financial center and the growing
importance of technology and the life sciences in North Carolina
are driving demand for the sophisticated tax, banking, business
and regulatory services that our combined firm will be able to
provide."

McGuireWoods will have approximately 160 lawyers in Charlotte
following completion of the merger.

McGuireWoods currently has 750 lawyers at 15 locations worldwide,
including 40 in Charlotte. Helms Mulliss, established in Charlotte
in 1922, has 145 lawyers, including 120 in Charlotte and 25 in
offices in Raleigh and Wilmington.

McGuireWoods entered the Charlotte market in 1998 following its
merger with Blakeney & Alexander.  The firm expanded its presence
the following year, merging with Fennebresque, Clark, Swindell &
Hay. The firm's North Carolina presence also includes a Raleigh
office of its public affairs subsidiary, McGuireWoods Consulting.

Helms Mulliss & Wicker is recognized as one of America's Best Law
Firms by Corporate Board Member magazine, ranked as a Top Ten Bond
Counsel by The Bond Buyer, ranked Highly Recommended in Benchmark:
Litigation, The Definitive Guide to America's Leading Litigation
Firms and Attorneys and is named a Go-To Law Firm by Corporate
Counsel magazine.

McGuireWoods LLP is a full-service law firm with offices in the
United States, Europe and Central Asia providing legal counsel to
clients around the world.  The firm's Charlotte office is located
at 100 North Tryon Street.


* BOOK REVIEW: Voluntary Assignments for the Benefit of Creditors
-----------------------------------------------------------------
Publisher: Beard Books
Softcover: 788 pages for both volumes
Price: $34.95 each volume; $49.95 set
Review by Henry Berry

http://www.amazon.com/exec/obidos/ASIN/189312228X/internetbankrupt

http://www.amazon.com/exec/obidos/ASIN/1893122298/internetbankrupt

Voluntary Assignments for the Benefit of Creditors is a 1999
update of the classic nineteenth-century work on the important
financial and business instrument known as "voluntary
assignments."  The author of the original edition was Alexander M.
Burrill, a noted legal scholar who also wrote a law dictionary and
several other texts.  Voluntary Assignments for the Benefit of
Creditors is now in its sixth edition, with Avery-Webb authoring
the update.

As defined by the authors, voluntary assignments for the benefit
of creditors are "transfers, without compulsion of law, by
debtors, of some or all of their property to an assignee or
assignees, in trust to apply the same, or the proceeds thereof, to
the payment of some or all of their debts, and to return the
surplus, if any, to the owner."  Voluntary assignments offer
businesspersons from small business owners to corporate executives
great flexibility in raising capital.  Considering the many ways
that businesses can enter into voluntary assignments, the
different ways of valuing properties "assigned," and the changing
value of these properties over time, the law governing voluntary
assignment is complex.

The authors tackle the subject of voluntary assignments in all its
breadth and depth.  During the 1800s, when Burrill's work first
came out, there were innumerable cases dealing with voluntary
assignments.  The case law of the 1800s remains authoritative,
informative, and instructive today.

To render it comprehensible, the authors break down the subject
matter into its many facets, thereby allowing lawyers and others
to quickly reference areas of interest.  These cases are listed
alphabetically, and comprise more than fifty pages in a front
section titled "Table of Cases."  Cases are also referred to in
the text proper and in copious footnotes.  The format of the text,
including the footnotes, is the standard followed by many legal
texts and handbooks, notably the multi-volume American
Jurisprudence.  The sections are numbered consecutively in forty-
five chapters.  There are 458 sections in all.  The sections are
relatively short, even though the subject of voluntary assignments
is complex and there is bountiful case law.

Readers can peruse general topics such as execution of the
assignment, construction of assignments, sale of the assigned
property, and the rights, duties, and powers of the assignee. More
specific, detailed topics can be accessed using the index.  There
are two appendices. The first contains synopses of the statutes of
every state and territory on voluntary assignments.  The second
appendix contains nearly thirty standard forms that can be used
for various aspects of assignments.

Although voluminous and rigorous in its commentary and legal
citations, the two-volume Voluntary Assignments for the Benefit of
Creditors is neither dense nor ungainly.  Like a good lawyer
breaking down a case so it can be comprehended by a jury of
average persons, so does Burrill and Avery-Webb deal with the
topic of voluntary assignments.

Born in 1868 in Tennessee, James Avery-Webb (d. 1953) had a career
as a prominent attorney in New York City.

                             *********

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.  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,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, 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 ***