TCR_Public/080530.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, May 30, 2008, Vol. 12, No. 128

                             Headlines

3KB TRANSPORTATION: Case Summary & 31 Largest Unsecured Creditors
82A DEVELOPMENTS: Case Summary & Largest Unsecured Creditor
ACE HOLDING: Claims Bar Date Scheduled for August 18
ACE HOLDING: Wants to Use Mortgage Lenders' Cash Collateral
ACTIVITIES INC: Case Summary & 11 Largest Unsecured Creditors

AEGIS NET: Fitch Chips Rating on $8.8MM Class N2 Note to 'C/DR6'
ALLEN-VANGUARD: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
ALLIED SECURITY: March 31 Balance Sheet Upside-Down by $20,554,742
ALLSTATE PROPERTY: Case Summary & 12 Largest Unsecured Creditors
AMERICAN AXLE: Appoints David Dauch as President and COO

AMERICAN UNDERWRITERS: A.M. Best Lifts IC Rating to bb+ from bb-
AMERISTOCK CORP: To Terminate Five Ameristock/Ryan Treasury ETF
AMY SIMCIK: Case Summary & Four Largest Unsecured Creditors
ARCHER ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
ASARCO LLC: Court Approves $1.27MM Settlement with El Paso

ASARCO LLC: Court OKs Environ. Claims Deal with U.S. Gov't, et al.
ASARCO LLC: Asarco Inc. Balks at 26 Asbestos Claims
ASSET-BACKED: Fitch Chips Ratings to 'C/DR6' on Five NIM Notes
AVIATION TECHNOLOGY: Files Chapter 7 Liquidation in Colorado
BEAR STEARNS: Stockholders Approves $1.4 Billion JPMorgan Buyout

BON-TON STORES: Posts $34.1 Million Net Loss in Qtr. Ended May 3
BRAD-CART: Case Summary & 20 Largest Unsecured Creditors
CA INC: S&P Lifts Corporate Credit Rating to BB+ from BB
CALIFORNIA OIL: Appoints John McLeod as Chief Financial Officer
CAMPBELL RESOURCES: Meston Unit Gets Plan of Arrangement Extension

CENTURY INDEMNITY: Fitch Holds 'B-' Insurer Fin'l Strength Rating
CENTURY REINSURANCE: Fitch Affirms 'CCC+' IFS Rating
CHARMING SHOPPES: Posts $34.5 Million Net Loss in Qtr. Ended May 5
CHERRY CREEK: Case Summary & Largest Unsecured Creditors
CJC CATERING: Case Summary & Largest Unsecured Creditors

C LANIER RANDALL: Voluntary Chapter 11 Case Summary
COUNTRYWIDE FINANCIAL: BofA Drops Mr. Sambol Out of Mortgage Biz
CSC HOLDINGS: S&P Puts 'BB' Rating on Proposed $500MM Sr. Notes
CSFB NIMS: Fitch Takes Rating Actions on Six NIM Notes
CUSTOM HOMES: Case Summary & 20 Largest Unsecured Creditors

DAN RIVER: U.S. Trustee Appoints 5-Member Creditors' Panel
DAN RIVER: Committee, Danville Protest GMAC's $32 Million DIP Loan
DELTA AIR: Merger with Northwest Likely to be Approved
DELTA AIR: Pilots Overwhelmingly Ratify Modified Pilot Agreement
DELTA AIR: Closing Nine Airport VIP Lounges to Reduce Costs

DENNY'S CORP: Stockholders Approve 2008 Omnibus Incentive Plan
DIAMOND EXECUTIVE: Case Summary & 17 Largest Unsecured Creditors
DRYLANDS PACIFIC: Case Summary & 10 Largest Unsecured Creditors
DURA AUTOMOTIVE: Discloses Plan Provisions in SEC Filing
DURA AUTOMOTIVE: J.W. Korth Opposes Confirmation of Plan

DYNAMIC LEISURE: March 31 Balance Sheet Upside-Down by $21,495,703
EAST CANYON: Involuntary Chapter 11 Case Summary
EDGAR MUNTZ: Case Summary & 20 Largest Unsecured Creditors
EDGEN MURRAY: S&P 'B' Rating Remains Unchanged After Review
EDMETT CONSULTING: Case Summary & 20 Largest Unsecured Creditors

EL DORADO: Case Summary & 20 Largest Unsecured Creditors
EXAERIS INC: Court Confirms Chapter 11 Plan
FEDERAL-MOGUL: Professionals Seek Payment of $16,066,139 in Fees
FIFTH WORLD: Voluntary Chapter 11 Case Summary
FINANCE AMERICA: Notes Paydown Performance Cues Fitch Rating Cuts

FREMONT NET: Fitch Junks Ratings on Two Classes of NIM Notes
GENERAL MOTORS: 19,000 Hourly Workers Accept Attrition Program
GREATNESS ENTERPRISES: Voluntary Chapter 11 Case Summary
GROUP 1: S&P Downgrades Corporate Credit Rating to BB- from BB
GSAMP TRUST: S&P Puts Ratings on Default on Poor Collateral Pools

GOLF DIAGNOSTIC: Voluntary Chapter 11 Case Summary
GREGORY GRIFFIN: Voluntary Chapter 11 Case Summary
HARBOUR WALK: Frustrates Foreclosure Attempt by Filing Bankruptcy
HARWOOD PRODUCTS: Voluntary Chapter 11 Case Summary
GUARDIAN ENTERTAINMENT: Case Summary & Largest Unsecured Creditor

HANOVER CAPITAL: Posts $23.3 Million Net Loss in 2008 1st Quarter
HOLOGIC INC: S&P Lifts Rating to B+ from B After Debt Repayment
IMAGEWARE SYSTEMS: Posts $1,904,000 Net Loss in 2008 First Quarter
IMPAC MORTGAGE: Mulls Preferred Stocks Offering to Save Cash
ITREX INTERNATIONAL: Involuntary Chapter 11 Case Summary

JETBLUE AIRWAYS: Amends Deutsche Lufthansa Stock Purchase Pact
JOHN O'SULLIVAN: Case Summary & 6 Largest Unsecured Creditors
KANSAS CITY SOUTHERN: S&P Rates $275MM Sr. Unsecured Debt 'BB-'
LA CORTINA: Case Summary & 19 Largest Unsecured Creditors
LANDING DEVELOPMENT: Case Summary & 51 Largest Unsecured Creditors

LEVITZ FURNITURE: May Continue HSBC Sales Tax Deal Until Dec. 2009
LEVITZ FURNITURE: Court Extends Lease Period Under Raymours Pact
LEVITZ FURNITURE: YA Global Requests Rule 2004 Examination
LEXINGTON PRECISION: W.Y. Campbell Approved as Financial Advisor
LEXINGTON PRECISION: Can File Schedules & Statements Until June 30

MCDERMOTT INT'L: S&P Lifts Rating to BB+ on Strong Performance
MERITAGE NET: Fitch Trims Ratings on Two Note Classes to 'C/DR6'
MERIT SECURITIES: Fitch Affirms 'B' Rating on $20MM Cl. B-3 Certs.
MESA AIR: Wins Injunction Against Delta's Plan to End Contract
MESA AIR: Noteholders Won't Demand Notes Buyback by June

MESA AIR: To File 10-Q on June 2 in Compliance with Nasdaq Rules
NEW CENTURY ENERGY: March 31 Balance Sheet Upside-Down by $23.4MM
NEW CENTURY: Want Until June 24 to Solicit Plan Acceptances
NORTHWEST AIRLINES: Delta Merger Likely to be Approved
NPC INTERNATIONAL: S&P Chips Corp. Credit Rating to B from B+

NUCO2 FUNDING: Fitch Assigns 'BB' Rating on $75MM Class B-1 Notes
OPTION ONE: Fitch Slashes Ratings on Two Note Classes to 'C/DR6'
PACIFIC LUMBER: Scopac Says Ch. 11 Trustee Adds Burden to Estate
PACIFIC LUMBER: Says Sierra Pacific's Bid Irrelevant in Case
PACIFICNET INC: Terminates Deal to Acquire Octavian International

PATRON SYSTEMS: Judge Brown Dismisses Chapter 11 Case
PEOPLE'S CHOICE: Panel Wants Solicitation Period Moved to July 31
PEOPLES COMMUNITY: Posts $1.1 Million Net Loss in 2008 1st Quarter
PERFORMANCE TRANS: Plan Committee Won't Usurp Powers, BDCF Says
PERFORMANCE TRANS: Yucaipa Says DE Shaw Conflict Bars Discovery

PLASTECH ENGINEERED: Court OKs Auction of Business & Other Assets  
PLASTECH ENGINEERED: Wants to Add Tax Services to PwC's Work
POLAR MOLECULAR: Bad Faith Filing Cues Court to Dismiss Case
QUEBECOR WORLD: Incurs $190 Million Net Loss in First Quarter 2008
REDENVELOPE INC: Provide Commerce Purchases Assets at Auction

REPUBLIC WESTERN: A.M. Best Holds B(Fair) Fin'l Strength Rating
ROBERT HOULE: Case Summary & 20 Largest Unsecured Creditors
RODNEY HOLDINGS: Case Summary & One Largest Unsecured Creditor
ROGER BENCKE: Case Summary & Two Largest Unsecured Creditors
ROSS AIR: Case Summary & 20 Largest Unsecured Creditors

SHAPES/ARCH HOLDINGS: 3rd Amended Disclosure Statement Approved
SHAPES/ARCH HOLDINGS: Court Approves $30-Mil. DIP Loan from Arch
SHAPES/ARCH HOLDINGS: Arch Declared Lead Bidder in Equity Sale
SHAPES/ARCH: Court OKs J.H. Cohn as Committee's Financial Advisor
SMART-TEK SOLUTIONS: March 31 Balance Sheet Upside-Down by $1.2MM

SOCIETE GENERALE: Paydown Performance Cues Fitch to Junk Ratings
SPECTRUM BRANDS: Harbert Management et al. Own 9.9% Equity
SPRINT NEXTEL: Fitch Says Merger Issues Led to Revenue Decline
STANDARD PACIFIC: S&P's Rtng. Unmoved by Recapitalization
STRUCTURE ASSET: Fitch Takes Rating Actions on 29 Classes of Notes

TOUSA INC: Citicorp Says JH Cohn Retention is Unnecessary
TOUSA INC: Amick Seeks to Name Debtor in Foreclosure Action
TOUSA INC: Option One Wants to Pursue Foreclosure Action
TOUSA INC: Court Approves Stipulation to Resolve GMAC Controversy
TOY K WARDEN: Case Summary & 20 Largest Unsecured Creditors

TRUMP ENT: Inks $316 Million Sale Deal for Atlantic City Casino
UAL CORP: Abandons Merger Talks with US Airways, Tribune Says
UBS MORTGAGE: Fitch Cuts Rating on $11.6MM Class M-4 Certs. to B
UNI-MARTS LLC: Files for Chapter 11 Protection in Wilmington
UNI-MARTS: Case Summary & 30 Largest Unsecured Creditors

UNIVERSAL PROPERTY: March 31 Balance Sheet Upside-Down by $3.9MM
US AIRWAYS: Abandons Merger Talks with United, Tribune Says
VCA ANTECH: Animal Hospital Acquisition Cues S&P to Lift Rating
WALDEN RESERVE: Case Summary & 18 Largest Unsecured Creditors
WILLAMETTE VALLEY: Files Reports, Expects Nasdaq Rule Compliance

WIMPFEIMER & BRO: Case Summary & 20 Largest Unsecured Creditors

* Fitch Withdraws Q-IFS Ratings on 11 Health Insurance Companies
* S&P Lowers Ratings on 1,326 Classes of US RMBS Certificates

* Holland & Hart Further Expands in Nevada Thru Hale Lane Merger
* BMC Group Expands Bankruptcy Practice with Analytics Acquisition
* CRG Names Craig Boucher as Partner in Maryland Practice

* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together

                             *********

3KB TRANSPORTATION: Case Summary & 31 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: 3KB Transportation, Inc.
             P.O. Box 8056
             Altus, OK 73522

Bankruptcy Case No.: 08-12035

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        3KB Tractor Leasing, Inc.                  08-12055
        3KB Trailer Leasing, Inc.                  08-12057

Type of Business: The Debtor are refrigerated carriers.  See
                  http://www.3kb-transportation.com/

Chapter 11 Petition Date: May 19, 2008

Court: Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtors' Counsel: James H. Bellingham, Esq.
                  Bellingham, Collins & Loyd, P.C.
                  Email: jbellingham@bcllawfirm.com
                  2050 Oklahoma Tower
                  210 Park Ave. Ste. 2050
                  Oklahoma City, OK 73102
                  Tel: (405) 235-9371
                  http://www.bcllawfirm.com/

Estimated Assets:   $500,000 to $1 million

Estimated Debts: $1 million to $10 million

A. A copy of 3KB Transportation, Inc's petition is available for
   free at:

      http://bankrupt.com/misc/08-12035.pdf

B. A copy of 3KB Tractor Leasing, Inc's petition is available for
   free at:

      http://bankrupt.com/misc/08-12055.pdf


C. A copy of 3KB Trailer Leasing, Inc's petition is available for
   free at:

      http://bankrupt.com/misc/08-12057.pdf


82A DEVELOPMENTS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: 82A Developments, LLC
        312 E. First St., Ste. 320
        Los Angeles, CA 90012

Bankruptcy Case No.: 08-17460

Type of Business: The Debtor is a subdivider and developer.

Chapter 11 Petition Date: May 28, 2008

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Wesley H. Avery, Esq.
                  Email: wavery@rpmlaw.com
                  Roquemore Pringle & Moore
                  6055 E. Washington Blvd., Ste. 608
                  Los Angeles, CA 90040-2466
                  Tel: (323) 724-3117
                  Fax: (323) 724-5410
                  http://www.rpmlaw.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NL Engineering                 trade                 $5,000
790 S. Atlantic Blvd.,
Ste. 106
Monterey Park, CA 91754
Tel: (626) 757-7258


ACE HOLDING: Claims Bar Date Scheduled for August 18
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
set Aug. 18, 2008, as the last day for creditors with claims
against Ace Holding LLC to file their proofs of claim.

                         About Ace Holding

Rensselaer, New York-based Ace Holding LLC develops and owns real
property consisting of a fully renovated mixed-use building at 147
South Pearl Street, and nine contiguous single family townhomes at
160 to 176 South Pearl Street in Albany, New York.  The company
filed second chapter 11 petition on April 11, 2008 (Bankr.
N.D.N.Y. Case No. 08-11084).  Judge Robert E. Littlefield Jr.
presides over the case.  Michael D. Assaf, Esq., at Assaf &
Mackenzie represent the Debtor in its restructuring efforts.  The
Debtor's schedules showed total assets of $11,983,533 and total
liabilities of $917,198.

The Debtor first filed chapter 11 petition on Aug. 31, 2007
(Bankr. N.D.N.Y. Case No. 07-12342).  E. Lisa Tang, Esq., served
as counsel to the Debtor in the case presided over by Judge Robert
E. Littlefield Jr.


ACE HOLDING: Wants to Use Mortgage Lenders' Cash Collateral
-----------------------------------------------------------
Ace Holding LLC asked the U.S. Bankruptcy Court for the Northern
District of New York for authority to use cash collateral,
including rents, securing its obligations to secured mortgage
lenders.

The Debtor's building at 147 South Pearl Street in Albany, New
York consists of a first floor tavern occupied by the Debtor's
affiliate, Simply Fish & Jazz Inc. and is operated as a minority
woman owned business enterprise, with four affordable housing low
income units on the second through fourth floors.  Each of the
town homes was purchased from the City of Albany in 1999 as a
boarded, abandoned shell.  Financing for the purchase and
renovation was provided as a publicly funded affordable housing
project known as Pasture Townhomes sponsored by Albany Local
Development Corporation.

Townhome renovation was completed in 2002.  Construction lending
was provided by The Community Preservation Corporation.  On Feb.
12, 2003, the Debtor closed its permanent funding which
consolidated the CPC construction loan and final funding into a
single mortgage in the principal amount by State of New York
Mortgage Agency.

On March 26, 2003, CPC assigned the mortgage to The Comptroller of
the State of New York as Trustee for the New York State Common
Retirement Fund.  Assignment was recorded on April 19, 2004.  CPC
continues to service as the comptroller's loan agent.

The permanent loan closing, private and public funding of the
Pastures Townhomes consists of:

  $374,000 -- CPC assigned to comptroller - 30 years at 6.6%
              "Pension Mortgage"

    45,000 -- ALDC - revolving loan fund interest only due on
              sale "2nd Mortgage"

   104,464 -- CPC - "CDFI Grant" no payments, reduced 20%
              annually beginning 2/12/2008

    45,000 -- ALDC grant - HUD "CDBG Grant"

   136,000 -- ACDA - NYS Housing Trust Fund - "HTF Grant"
  --------
  $704,464 -- Total Funding

As a condition for and covenant of the Federal and New York State
public funds invested through grants totaling $285,464, the Debtor
agreed to maintain the Townhomes as affordable housing.

In exchange for the use of cash collateral, the Debtor proposed to
provide adequate protection by monthly payment of $4,000 not later
than the 15th of each month commencing May 2008.

                          Foreclosure

Around March 2007, the comptroller commenced foreclosure
proceedings in Albany Supreme Court alleging a principal balance
of $360,029, with interest, owed from May 1, 2006 at the default
rate of 10.6%.

On Aug. 31, 2007, the Debtor filed its first bankruptcy petition
under chapter 11.  The Debtor and the comptroller entered into
negotiations for reinstatement of the Pension Mortgage upon terms
to be incorporated into a reorganization plan.

Under reinstatement of the Pension Mortgage, CPC issued the Debtor
a statement of arrears through the March 1, 2008 mortgage payment.  
The principal balance due in the reinstatement letter is $358,381.

The Debtor is obligated to pay monthly principal and interest of
$2,388, plus $108 building reserve, and its property taxes owed to
the City of Albany totals $16,068.  The Debtor's monthly payment
now totals $3,986 pursuant to terms of the Pension Mortgage.

                         About Ace Holding

Rensselaer, New York-based Ace Holding LLC develops and owns real
property consisting of a fully renovated mixed-use building at 147
South Pearl Street, and nine contiguous single family townhomes at
160 to 176 South Pearl Street in Albany, New York.  The company
filed second chapter 11 petition on April 11, 2008 (Bankr.
N.D.N.Y. Case No. 08-11084).  Judge Robert E. Littlefield Jr.
presides over the case.  Michael D. Assaf, Esq., at Assaf &
Mackenzie represent the Debtor in its restructuring efforts.  The
Debtor's schedules showed total assets of $11,983,533 and total
liabilities of $917,198.

The Debtor first filed chapter 11 petition on Aug. 31, 2007
(Bankr. N.D.N.Y. Case No. 07-12342).  E. Lisa Tang, Esq., served
as counsel to the Debtor in the case presided over by Judge Robert
E. Littlefield Jr.


ACTIVITIES INC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Activities Inc.
        1537 Monrovia Avenue
        Newport Beach, CA 92663

Bankruptcy Case No.: 08-12846

Chapter 11 Petition Date: May 23, 2008

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Michael R. Lewis, Esq.
                  (mlewis@burkelewisham.com)
                  Burke Lewis & Ham LLP
                  222 North Mountain Avenue, Suite 204
                  Upland, CA 91786
                  Tel: (909) 946-5370
                  Fax: (909) 946-5380

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 11 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kay Moulton                        Unsecured              $25,000
6 Anchorage Way
Newport Beach, CA 92663

Chrysler Financial                 Unsecured              $18,508
P.O. Box 2993
Milwaukee, WI 53201-2993

Washington Mutual/Providian        Unsecured              $10,513
P.O. Box 10467
Greenville, SC 29601

Dell Financial Services            Unsecured               $2,525

Bank of America                    Line of Credit          $2,203

HSBC Card Services                 Unsecured               $1,563

Capital One                        Credit Card             $1,457

U.S. Bank                          Secured                   $900

Toes on the Nose                   Unsecured              Unknown

Toyota Financial Services          Unsecured              Unknown

Aramark Sports and                                        Unknown
Entertainment Services


AEGIS NET: Fitch Chips Rating on $8.8MM Class N2 Note to 'C/DR6'
----------------------------------------------------------------
Fitch Ratings has taken rating actions on two Aegis Net Interest
Margin notes.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are removed.

Aegis Asset Backed Securities Trust 2005-3
  -- $1.3 million Class N1 Note downgraded to 'C/DR6' from 'BBB-
     Rating Watch Negative';

  -- $8.8 million Class N2 Note downgraded to 'C/DR6' from 'B';

Underlying Transaction: Aegis Asset Backed Securities Trust 2005-3

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


ALLEN-VANGUARD: S&P Assigns 'BB-' Long-Term Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Ottawa, Ontario-based Allen-Vanguard
Corp.  The outlook is stable.
     
At the same time, S&P assigned issue and recovery ratings to the
company's C$250 million secured bank financing.  S&P rated the
secured debt, comprising a C$50 million secured revolver and a
C$200 million secured term loan, at 'BB+', with a recovery rating
of '1', indicating expectations of a very high (90%-100%) recovery
in the event of a payment default.
     
"The ratings on AV reflect its material dependence on generating
revenue in the next two years from its long-term contracts as well
as U.S. government budget allocation to procure counter-improvised
explosive devices," said Standard & Poor's credit analyst Greg
Pau.
     
The ratings also reflect AV's customer and geographic
concentration and the impact of a possible delay in revenue on the
company's ability to comply with its financial covenants.  These
concerns are partially offset by the company's strong product and
service range in the niche counter-improvised explosive devices
market, a moderate degree of revenue predictability provided by
long-term contracts in the electronic systems business and
increasing after-sale business, conservative gearing, and adequate
liquidity.
     
AV is a defense company specializing in technologies, tools,
protective suits, and training to minimize the effects of IEDs.
After acquiring Med-Eng Systems in September 2007 and Hazard
Management Solutions in June 2007, the company added a strong
range of products and services in the niche counter-IED market to
its business.  Notwithstanding these acquisitions, AV is still
relatively small with pro forma revenue of C$432 million for the
12 months ended March 31.
     
The stable outlook reflects AV's strong financial risk profile for
the current rating level and good product and service capability
in a niche market.  These pluses are partially offset by the
potential uncertainty over the timing of the company's near-term
cash flow generation and the limitation on liquidity resulting
from stringent financial covenants and a heavy debt repayment
schedule in the near term.  S&P could revise the rating upward or
the outlook to positive if AV's financial risk profile
significantly improves upon meeting its fiscal 2008 financial
projections, which in turn hinge upon it executing the Symphony
program ramp-up.  

With AV's relatively low gearing level and adequate liquidity,
there is some buffer.  Hence, moderately weaker-than-projected
fiscal 2008 financial results would not likely lead to a downward
adjustment to the rating or outlook.  However, Standard & Poor's
could revise either if delays in procurement orders from AV's two
main product programs materially increase the likelihood of a
breach of its financial covenants or the company's inability to
meet its scheduled debt repayment.


ALLIED SECURITY: March 31 Balance Sheet Upside-Down by $20,554,742
------------------------------------------------------------------
Allied Security Innovations Inc.'s consolidated balance sheet at
March 31, 2008, showed $5,814,577 in total assets and $26,369,319
in total liabilities, resulting in a $20,554,742 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,299,117 in total current assets
available to pay $25,667,923 in total current liabilities.

The company reported a net loss of $7,550,887, on net sales of
$994,054, for the first quarter ended March 31, 2008, compared
with a net loss of $193,942, on net sales of $991,857, in the same
period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cd9

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Allied Security Innovations
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm reported that the company did
not generate sufficient cash flows from revenues during the year
ended Dec. 31, 2007, to fund its operations.  The auditing firm
added that at Dec. 31, 2007, the company had negative net working
capital of $32,087,467.

                      About Allied Security

Based in Wall, New Jersey, Allied Security Innovations Inc.
(OTC BB: ASVN.OB) fka. Digital Descriptor Systems Inc. --
http://www.ddsi-cpc.com/-- develops and markets integrated
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice, and public safety agencies.

Its subsidiary, CGM Applied Security Technologies Inc., with
locations in Wall, N.J. and a factory in Staten Island, N.Y., is a
manufacturer and distributor of Homeland Security products,
including indicative and barrier security seals, security tapes
and related packaging security systems, protective security
products for palletized cargo, physical security systems for
tractors, trailers and containers, as well as a number of highly
specialized authentication products.


ALLSTATE PROPERTY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Allstate Property Management LLC
        201 Wheatsworth Road
        Hamburg, NJ 07419

Bankruptcy Case No.: 08-19818

Type of Business: The Debtor develops real estate property.  The
                  Debtor's affiliates, Allstate Blasting Corp.
                  and Allstate Excavating Corp., filed for Chapter
                  11 protection on Dec. 20, 2007 and Nov. 27,
                  2007, respectively (Bankr. D. N.J. Case Nos. 07-
                  28684 and 07-27391).

Chapter 11 Petition Date: May 28, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: David L. Bruck, Esq.
                  (bankruptcy@greenbaumlaw.com)
                  Greenbaum, Rowe, Smith, & Davis LLP
                  Metro Corporate Campus One
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets: $2,021,332

Total Debts:  $4,540,411

Debtor's list of its 12 largest unsecured creditors:

   Entity                               Claim Amount
   ------                               ------------
Estate of William H. Wurster              $3,000,000
Attn: Alfred Rauch III, Esq.
c/o Black & Gerngross P.C.
1617 John F. Kennedy Boulevard
Suite 1575
Philadelphia, PA 19103

Township of Hardyston                        $20,000
Municipal Building, Suite A
149 Wheatsworth Road
Hamburg, NJ 07419

Speer Air Inc.                                $6,153
30 Vanderhoof Avenue
P.O. Box 844
Denville, NJ 07834

Wayne Tile                                    $4,478

Carista Kulsar & Wade                         $2,125

627 LLC                                       $2,000

Red Alert Security Systems                    $1,815

Debra Lynn Nicholson, Esq.                    $1,573

Elizabethtown Gas                             $1,282

JCP&L                                           $984

Internal Revenue Service                     Unknown

State of New Jersey                          Unknown


AMERICAN AXLE: Appoints David Dauch as President and COO
--------------------------------------------------------
American Axle & Manufacturing, Inc. disclosed the appointment of
David C. Dauch as president and chief operating officer, effective
June 1, 2008.

Mr. Dauch is the son of AAM Co-Founder, Chairman and CEO Richard
E. Dauch.

Mr. Dauch has 26 years of automotive experience beginning as a
manufacturing co-op student at Chrysler Corporation while still
attending Miami University (Ohio).

Mr. Dauch joined American Axle & Manufacturing in July 1995 as
manager, Sales Administration.  He was appointed director of
Sales, GM Full-Size Truck Programs in May 1996, and was named vice
president, Sales & Marketing in August 1997.  Mr. Dauch also
served as vice president, Manufacturing, Driveline Division;
senior vice president, Sales, Marketing & Driveline Division;
senior vice president, Commercial; and executive vice president,
Commercial & Strategic Development.  Mr. Dauch most recently
served as executive vice president and chief operating officer.

Mr. Dauch obtained a bachelor of science degree with a dual major
in production/operations and purchasing management from Miami
University (Ohio) and a master of business administration from
Michigan State University.

"We are extremely pleased to announce David's promotion to
president and chief operating officer," AAM Co-Founder, Chairman &
CEO Richard E. Dauch said.  "This appointment is part of AAM's
strategic organizational development that will provide the
leadership to guide AAM to its next level of profitable global
growth.  David's understanding of AAM's core business, strategic
global growth plans and the challenges faced by today's global
Tier One suppliers, will strengthen AAM as we continue to expand
our product portfolio, customer base, served markets and global
manufacturing footprint."

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

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMERICAN UNDERWRITERS: A.M. Best Lifts IC Rating to bb+ from bb-
----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
B(Fair) from B-(Fair) and the issuer credit rating to "bb+" from
"bb-" of the American Underwriters Insurance Company.  The outlook
for both ratings is stable.

The upgrades reflect the results of management's initiatives to
improve its underwriting performance along with the company's
conservative investment portfolio.  These initiatives have
improved underwriting and operating performance and stabilized
risk-adjusted capitalization.

While performance and capitalization have improved in recent
years, the ratings continue to reflect AUIC's modest
capitalization, historically poor underwriting and operating
performance and AUIC's limited business profile.

The rating outlook is based on A.M. Best's expectation that
improved operating results will continue to add to surplus in the
medium term.


AMERISTOCK CORP: To Terminate Five Ameristock/Ryan Treasury ETF
---------------------------------------------------------------
Ameristock Corporation, the investment adviser for the Ameristock
ETF Trust, intends to liquidate each of the five series of the
Trust.

The series include:

   -- the Ameristock/Ryan 1 Year Treasury ETF (Amex: GKA);

   -- the Ameristock/Ryan 2 Year Treasury ETF (Amex: GKB);

   -- the Ameristock/Ryan 5 Year Treasury ETF (Amex: GKC);

   -- the Ameristock/Ryan 10 Year Treasury ETF (Amex: GKD); and

   -- the Ameristock/Ryan 20 Year Treasury ETF (Amex:GKE).

The Trust's board of trustees determined that closing the Funds
was in the best interests of the Funds and their shareholders
because the Funds have not gathered sufficient assets to continue
their business and operations in an economically viable manner.

June 10, 2008 will be the last day of trading in the Funds on the
American Stock Exchange, and the last day on which creation unit
aggregations of Fund shares may be purchased or redeemed.  The
American Stock Exchange will halt trading in the Funds before the
open of trading on June 11, 2008.

>From June 11, 2008 until June 19, 2008, the Funds will be in
the process of closing down and liquidating their portfolios.  
This process will likely result in each Fund not meeting its
investment objective of tracking its underlying index during this
period.

Shareholders may sell their holdings on or prior to June 10, 2008,
incurring a transaction fee from their broker-dealer.  From
June 11, 2008, through June 19, 2008, shareholders may not be able
to sell their shares, although it is possible that certain broker-
dealers will be willing to purchase them.

The transfer agent books of the Funds will close as of the close
of business on June 19, 2008, and on June 20, 2008, the Funds'
assets will be distributed for payment to shareholders.

Shareholders of record remaining on June 19, 2008, will receive
cash at the net asset value of their shares as of June 19, 2008,
which will include income, including capital gains, if any,
recognized by a Fund up to this date.

While Fund shareholders remaining on June 19, 2008, will not incur
transaction fees to sell their shares, the net asset value of each
Fund will reflect the transaction costs incurred by the Fund in
liquidating its portfolio.  Other costs of closing the Funds will
be borne by Ameristock Corporation.

Shareholders will generally recognize a short-term capital gain or
loss equal to the amount received for their shares over their
adjusted basis in such shares.

For additional information about the liquidation, shareholders of
the Funds may call the Trust at (866) 821-5592.

Ameristock Ryan Fixed Income ETFs are ways to invest in US
Treasury securities.  Ameristock/Ryan Treasury ETFs invest at
least 90% of their total assets in US Treasury securities, which
are backed by the full faith and credit of the US government.

                         About Ameristock

Ameristock (MUTF:AMSTX ) -- http://www.ameristock.com/-- is an  
investment firm that seeks capital appreciation and current
income.  The fund normally invests at least 80% of assets in
common stock of large capitalization companies headquartered in
the United States.  It considers a large capitalization company as
one with a market capitalization of at least $15 billion.  The
fund emphasizes a value style of investing.  It may also invest in
large capitalization stocks experiencing accelerated earnings or
revenue growth.


AMY SIMCIK: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Amy Lynn Simcik
        1935 Green Hills Boulevard
        Franklin, Tennessee 37067

Bankruptcy Case No.: 08-04464

Chapter 11 Petition Date: May 28, 2008

Court: Middle District of Tennessee (Nashville)

Debtors' Counsel: E. Covington Johnston, Esq.
                   (ecjohnston@covad.ne)
                  Johnston & Street
                  238 Public Square
                  Franklin, Tennessee 37064
                  Tel: (615) 791-1819
                  Fax: (615) 791-1418

Total Assets: $1,603,898

Total Debts:  $1,681,938

A copy of the Debtor's petition is available for free at:

          http://bankrupt.com/misc/tenmb08-04464.pdf


ARCHER ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor:  Archer Associates LLC
         fka Dollar Store Group
             Dollar Stop
             Dollar Store Wholesale
             Dollar Zone
         6590 Shiloh Road East
         Suite B
         Alpharetta, Georgia 30005

Bankruptcy Case No.: 08-21292

Chapter 11 Petition Date: May 9, 2008

Court:   Northern District of Georgia (Gainesville)

Judge:   To Be Assigned

Debtor's Counsel:  David G Bisbee
                   Law Office of David G. Bisbee
                   2929 Tall Pines Way
                   Atlanta, GA 30345
                   Tel: (770) 939-4881
                   Fax: (770) 783-8595
                   E-mail: bisbeed@bellsouth.net

Total Assets:   $1,863,368

Total Debts:    $1,109,260

A list of the Debtor's petition and list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ganb08-21292.pdf


ASARCO LLC: Court Approves $1.27MM Settlement with El Paso
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved a compromise and settlement agreement among ASARCO LLC,
its debtor-affiliates and the city of El Paso, Texas, regarding
the El Paso Particulate Matter Reduction Project.

As reported in the Troubled Company Reporter on April 29, 2008,
Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
related that under a consent decree entered by the U.S. District
Court for the Southern District of Texas in Oct. 6, 1999, ASARCO
agreed to fund $1,850,000, to pay for the cost of paving certain
roads, alleyways, parking lots, and medians in El Paso.

El Paso filed Claim No. 9894, alleging that ASARCO breached the
terms of the consent decree.  The parties commenced negotiations
resolving the claim in early December 2007.  As a result of the
negotiations, the parties entered into the settlement, which
provides that:

   (a) El Paso will have an allowed general unsecured claim for
       $1,272,800; and

   (b) both parties will release each other from any claim
       arising out of the paving contract.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court OKs Environ. Claims Deal with U.S. Gov't, et al.
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the settlement among ASARCO LLC, its debtor-affiliates,
the U.S. Government, the state of Texas, and Debtor Encycle/Texas,
Inc., resolving environmental claims relating to the Encycle and
Nueces Bay Sites; and the settlement among ASARCO LLC, the
Government, the state of Missouri, The Doe Run Company, and DR
Land Holdings LLC regarding the SEMO Sites.

              ASARCO Settles UBMC and Hayden Claims

ASARCO LLC previously asked the Court to approve separate
settlements it entered with:

   (a) the U.S. Government, the state of Montana, and Atlantic
       Richfield Company resolving environmental claims related
       to the Upper Blackfoot Mining Complex Site located in
       Lewis and Clark County, Montana; and

   (b) the Government and the Arizona Department of Environmental
       Quality resolving environmental claims related to the
       Hayden Plant Site, in Gila County, Arizona.

The UBMC Settlement provides that ASARCO will pay $8,000,000 cash
to Montana, $8,000,000 to Atlantic Richfield, and $1,000,000 to
the Government.  The UBMC Settlement also entitles the Government
a $228,446 allowed general unsecured claim and Montana a
$19,771,554 allowed general unsecured claim.  Montana will
withdraw Claim Nos. 10526, 10841, 10525, 10527, and 10842.  The
parties agree that $10,000,000 will be considered an allowed
general unsecured claims of each of the Government and Montana
for plan voting purposes only.

Furthermore, the UBMC Settlement requires ASARCO to construct,
operate, and maintain a mechanical water treatment system for
water discharged from the Mike Horse and Anaconda mines.  The
Government and Montana agrees not to sue ASARCO and Atlantic
Richfield with respect to the environmental claims at the UBMC
Site.

The Hayden Settlement provides that ASARCO will undertake removal
actions at residential portions of the Site where levels of
arsenic, lead or copper are determined to exceed specific levels.    
ASARCO will be deemed to have satisfied its obligations to
conduct work at the Site if the Environmental Protection Agency
determines that all required work has been completed or if ASARCO
has spent $13,500,000 in direct costs for the remediation work.  
The Government and the ADEQ agree not to sue ASARCO for the
performance of the work and for payment of oversight costs.  The
Settlement entitles ASARCO to protection from contribution
actions.

             Public Comments on SEMO Sites Settlement

The Government informed the Court that it received comments from
BP America, Inc., and the Viburnum Trend Haul Roads Claimants,
seeking clarification that the settlement relating to the
Southeast Missouri Sites is not intended to -- and does not --
affect the contribution claims BP America and the Viburnum
Claimants have against ASARCO LLC.

After careful consideration of all public comments received, the
Government concluded that the SEMO Settlement is fair,
reasonable, and lawful.

Asarco Incorporated withdrew its objection to the SEMO
settlement.

                Murray & Colorado School Object to
                    Disallowance of PRP Claims

Murray City Corporation asserted that its claim is not duplicative
of any claim filed by a federal or state agency.  Murray said it
intends to assert priority for its Claim based on a Consent
Decree issued by the U.S. District Court for Utah, Case No. 2.98-
cv-140-J, dated April 27, 1998, and an agreement entered into
with ASARCO, dated Sept. 9, 1998.

The Colorado School of Mines tells the Court that it cannot
determine how to respond to the Debtors' "thinly veiled" claims
objections until the Debtors disclose the basis of their claims
objections and until the Court can determine whether parties
besides the Debtors and the School should and will be parties to
any estimation of the PRP claims.

In a separate filing, the School asks the Court to disallow three
claims and exclude them from every aspect of the estimation
proceedings related to the Colorado School of Mines Site:

      Claimant                    Claim Nos.
      --------                    ----------
      Atlantic Richfield Co.      10885, 10886, 10887 and 10888
      Cotter Corp.                11064
      Elf Aquitaine, Inc.         10504

The School's counsel, Asimakis P. Iatridis, Esq., at Berg Hill
Greenleaf & Ruscitti LLP, in Boulder, Colorado, asserted that
Atlantic Richfield, Cotter, and Elf Aquitaine had not incurred
any costs; does not have valid claims; and should not be allowed
to participate in the estimation hearing related to the Site.

                          *     *     *

In a separate order, the Court compels the Debtors, the PRP
Claimants, the official committees, the Future Claims
Representative, the Government, and the state in which the
particular site is located, to participate in mediation sessions
regarding the PRP Claims.

The Court also disallows in full eight PRP Claims:

   Claimant                       Claim No.
   --------                       ---------
   Elf Aquitaine, Inc.              10504
   City of East Helena              10907
   El Dorado Apartments              9406
   Wernstein Properties, Inc.        9556
   City of Omaha                     9500
   IHC Health Services, Inc.        10996
   Oglebay Norton Minerals           9824
   Apache Corp.                      9278

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Asarco Inc. Balks at 26 Asbestos Claims
---------------------------------------------------
ASARCO LLC and its debtor-affiliates filed a report with the U.S.
Bankruptcy Court for the Southern District of Texas, disclosing
that 6,191 mesothelioma claims have been filed against their
estate and other Debtors.  The claims are:

   -- 3,385 against one or more Debtors,
   -- 2,511 against ASARCO and potentially other debtors,
   -- 191 solely against ASARCO, and
   -- 104 against ASARCO (asserting liability-based
          and products liability-based claims).

              Asarco Inc. Objects to Asbestos Claims

Asarco Incorporated filed under seal its objections to 26
asbestos-related claims against ASARCO LLC and the Asbestos
Subsidiary Debtors, each asserting $1,000,000, or more.  

Pursuant to Court orders, the claims objections were filed under
seal to protect the identities of the asbestos claimants, their
social security numbers, and their medical information.  

>From the Court filings, Asarco Inc. disclosed that the claimants
are all males, aged between 45 and 90, and alleged that they have
been exposed to asbestos-containing products produced by the
Asbestos Debtors due to the nature of their jobs.  The exposure
ranges for the period from the late 1930s to the early 1980s.  
Some claimants are deceased.  Most claimants live or formerly
lived in New York.  Other claimants live in California, Oregon,
North Carolina, and Arizona.  Most of the claimants are
represented by the law firm Lipsitz & Ponterio LLC.

Charles A. Beckham, Jr., Esq., at Milbank, Tweed, Hadley & McCloy  
LLP, in Houston, Texas, relates that Asarco Inc.'s review of a
sample of asbestos-related claims has uncovered glaring facial
deficiencies throughout the Debtors' asbestos claim universe,
rebutting any presumption of validity.  The Debtors have
previously asserted that the asbestos claims should be presumed
valid at their face value unless objections to those claims are
filed and sustained.

Asarco Inc. asserts that the Claims should be expunged, or in the
alternative, reduced, for one or more of these reasons:

   (a) The Claim lacks any evidence that the claimants has any
       asbestos-related physical impairment, that the claimant
       was exposed to any asbestos, or that the claimant was
       exposed to any asbestos as a result of the operations of
       the Asbestos Debtors;

   (b) The Claim lacks any supporting evidence and fails to
       specify any injury that the claimants have suffered;

   (c) The Claims are barred by the state's statute of
       limitations;

   (d) The Claim relies on a report by Ray A. Harron, M.D., of
       Bridgeport, West Virginia, a known "banned doctor;" and

   (e) The Claim was not filed by the September 30, 2006 Bar
       Date.

Mr. Beckham says that Dr. Harron's medical reports have been
completely discredited and ruled inadmissible in "other
proceedings" and Dr. Harron has reportedly surrendered his
medical license.  Dr. Harron, one of the diagnosing doctors in In
re Silica Prods. Liability Litig., 398 F. Supp. 2d 563 (S.D. Tex.
2005), is at the center of an ongoing fraudulent silicosis
diagnoses investigation initiated by the U.S. House Energy and
Commerce Subcommittee on Oversight and Investigations.  Mr.
Beckham adds that the Johns-Manville Corporation Asbestos Trust
banned all reports submitted by Dr. Harron due to the pending
fraudulent silicosis diagnoses investigation.

                          About ASARCO

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

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

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

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

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 72; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASSET-BACKED: Fitch Chips Ratings to 'C/DR6' on Five NIM Notes
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on five Asset-Backed
Securities Corporation Net Interest Margin notes:

ABSC NIM 2005-KS4
  -- $1.5 million class notes downgraded to 'C/DR6' from
     'CCC/DR1';
     Underlying Transaction: Residential Asset Backed Securities  
     Corporation 2005-KS4

Cayman ABSC NIM 2006-HE3
  -- $4.6 million class A1 notes downgraded to 'C/DR6' from 'BBB';
     Underlying Transaction: ABSC 2006-HE3

Cayman ABSC NIM 2006-HE5
  -- $5.0 million class A1 notes downgraded to 'C/DR6' from 'A-',
     removed from Rating Watch Negative;

  -- $8.9 million class A2 notes downgraded to 'C/DR6' from 'BB';
  -- $5.8 million class A3 notes remains at 'C/DR6'.

Underlying Transaction: ABSC 2006-HE5

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


AVIATION TECHNOLOGY: Files Chapter 7 Liquidation in Colorado
------------------------------------------------------------
Aviation Technology Group Inc. commenced liquidation proceedings
under chapter 7 of the Bankruptcy Code following failed attempts
to rescue the company from financial demise, Chris Walsh of Rocky
Mountain News reports.

Aviation Technology, which shut its operations down in 2007,
attempted and failed to sell itself or obtain additional
liquidity, the report indicates.  The Debtor had planned to cater
the upper class market with its advanced, lightweight sports jets.  
However, it experienced liquidity problems and had to cease
operations and terminate most of its 100-plus workers.

According to Rocky Mountain News, the Debtor intends to pursue the
sale of its business through the help of a United States Trustee.

". . . [T]here's value in [the Debtor's] assets", hence the
chapter 7 filing, the report quotes Aviation Technology counsel,
Caroline Fuller, Esq., at Fairfield and Woods, as stating.

The report, citing Ms. Fuller, relates that an undisclosed lender
withdrew from its promise to help the Debtor pool funds and sell
its business.

A. Javelin Program Update

The company disclosed on Nov. 5, 2007, that despite keeping a low
public profile this summer, it has been diligently working behind
the scenes to secure funding to sustain the Javelin development
program through FAA certification.  Earlier in 2007, Aviation
Technology said it formally engaged with Citigroup, one of the
largest and most respected investment banking organizations in the
world, to help secure private equity financing requirements.

For several months, the company said its management team met with
numerous prospective institutional investors and continues to
generate considerable investor interest.  The company plans to
certify the Javelin 36 months after the Wall Street-driven funding
event closes, which is expected within the next few months.  While
awaiting full funding, the company assured that its staff has been
far from idle.

B. Javelin Jet Development Halted

On Dec. 18, 2007, Aviation Technology said that with the help from
a Wall Street banking institution, it has been seeking funding to
continue its Javelin high performance business jet and military
trainer for the past 12 months.  However, it said that due to
circumstances beyond its control, it is unlikely that adequately
funding can be secured in a timely manner.  The company said it
has decided to halt development of the Javelin at this time.

C. Marketing the Company

On March 3, 2008, the company said, since suspending the
development of its Javelin in late December 2007, its board of
directors has continued to engage in negotiations with its
strategic partner and various financial institutions.  These
discussions include developing alternatives to continue operations
in the short-term as well as long-term options.

According to the company, much of the focus of the negotiations
has been in renegotiating both credit and teaming agreements.  At
that time, the company said this task has been accomplished and
that its board was negotiating with interested parties on a
possible sale or a majority buyout of Aviation Technology.

                    About Aviation Technology

Aviation Technology Group Inc. -- http://www.avtechgroup.com/--  
was founded by George Bye in June 2000.  It has grown into a
company of over 100 employees that design, develop, and produce
Javelin executive jet and its derivatives for government markets.  
One of its clients is the Front Range Airport.  

The company filed chapter 7 petition (Bankr. D. Col.) and listed
assets of $10 million to $50 million and debts of $50 million to
$100 million owed to about 200 creditors.


BEAR STEARNS: Stockholders Approves $1.4 Billion JPMorgan Buyout
----------------------------------------------------------------
Stockholders of The Bear Stearns Companies Inc. approved the
investment bank's merger with JPMorgan Chase & Co. at a Special
Meeting of Stockholders held May 29, 2008.

Approximately 84% of shares voted were in favor of the merger,
representing a substantial majority of Bear Stearns' outstanding
common stock.

The Wall Street Journal reports that the value of the transaction
is about $1.4 billion, a large difference from the $25 billion
market capitalization value in early 2007 before its defeat.

The Journal says the meeting lasted for 11 minutes.

JPMorgan Chase and Bear Stearns have scheduled the merger to close
at the end of the day today, May 30, 2008.  Upon completion of the
merger, each outstanding share of common stock of Bear Stearns
will be converted into the right to receive 0.21753 shares of
JPMorgan Chase common stock and Bear Stearns will become a direct
subsidiary of JPMorgan Chase.

Also, the Federal Reserve Bank of New York and JPMorgan Chase
agreed that they will complete the sale of $30 billion of assets
by subsidiaries of Bear Stearns and the related financing on or
about June 26 rather than concurrently with the closing of the
merger.  The additional time will help ensure the smooth transfer
of this large portfolio.

As disclosed in the Troubled Company Reporter on March 25, 2008,
JPMorgan and Bear Stearns amended the terms of the merger
agreement, increasing the bid from $2 per share to $10 per share.  
A week before the amended pact, JPMorgan agreed to buy Bear
Stearns for $2 per share totaling $236.0 million based on the
number of shares outstanding as of Feb. 16, 2008.  At March 14's
close, Bear Stearns' stock-market value was about $3.5 billion,
and the company finished at $30 a share in 4 p.m. New York Stock
Exchange composite trading March 14, 2008.

Between April 11 and April 14, JPMorgan acquired 3,298,600 shares
of Bear Stearns common stock in the open market for an aggregate
purchase price of $33,154,017.  As of April 14, 2008, JPMorgan
Chase beneficially owned 119,855,914 shares of common stock, or
approximately 49.78% of the outstanding shares of common stock of
Bear Stearns.

                          About JPMorgan

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/
-- is a global financial services firm with assets of $1.6
trillion and operations in more than 60 countries.  The firm
focuses in investment banking, financial services for consumers,
small business and commercial banking, financial transaction
processing, asset management, and private equity.  A component of
the Dow Jones Industrial Average, JPMorgan Chase serves millions
of consumers in the United States and many of the world's most
prominent corporate, institutional and government clients under
its JPMorgan and Chase brands.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services      
firm serving governments, corporations, institutions and
individuals worldwide. The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries. Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BON-TON STORES: Posts $34.1 Million Net Loss in Qtr. Ended May 3
----------------------------------------------------------------
The Bon-Ton Stores Inc. reported a net loss of $34.1 million for
the thirteen-week period ended May 3, 2008, compared to a net loss
of $29.3 million for the thirteen-week period ended May 5, 2007.

Bud Bergren, president and chief executive officer, commented,
"Our financial results continue to be impacted by the macro
economic environment.  Despite the softer retail environment, I'm
proud of how our management team executed in the first quarter.  
We successfully reduced our comparable store inventories by 8.7%
as compared to the prior period, which resulted in an improvement
in our gross margin rate.

"We continue to review our expenses and are pleased that during
the first quarter we realized a net reduction of $4.6 million in
our selling, general and administrative expenses.  Lastly, we
reduced our debt levels and increased our excess borrowing
capacity under our credit facility, as compared to the first
quarter of fiscal 2007."

Mr. Bergren continued, "Looking ahead to the remainder of 2008, we
will manage our business under the assumption that the difficult
macro economic environment will continue.  While we are prepared
to implement the necessary measures to deal with the current
environment, we remain confident that we have a solid strategic
plan in place and we will benefit from our efforts as the macro
environment improves."

                              Sales

For the first quarter of fiscal 2008, comparable store sales
decreased 4.6%.  Total sales for the first quarter of fiscal 2008
decreased 5.1% to $700.2 million compared to $737.6 million for
the same period last year.

                           Other Income

Other income in the first quarter of fiscal 2008 decreased
slightly to $22.8 million compared to $22.9 million in the first
quarter of fiscal 2007.

                           Gross Margin

In the first quarter, gross margin dollars decreased $9.1 million
compared to the first quarter of fiscal 2007, reflecting the
decrease in sales volume in fiscal 2008.  The gross margin rate
for the first quarter of fiscal 2008 increased 0.5 percentage
point to 34.0% of net sales, compared to 33.5% reported in the
first quarter of fiscal 2007, primarily reflecting the company's
inventory management efforts and resultant reduced markdowns.

           Selling, General and Administrative Expenses

Selling, general and administrative (SG&A) expenses in the first
quarter of fiscal 2008 decreased $4.6 million to $255.8 million as
compared to $260.3 million in the first quarter of fiscal 2007.
The SG&A expense rate for the first quarter of fiscal 2008 was
36.5% compared to 35.3% for the first quarter of fiscal 2007,
reflecting the reduced sales volume in fiscal 2008.

                              EBITDA

EBITDA, defined as net loss before interest, income taxes and
depreciation and amortization, decreased $4.7 million in the first
quarter of fiscal 2008 to $4.7 million as compared to $9.4 million
in the first quarter of fiscal 2007.

                  Depreciation and Amortization

Depreciation and amortization expense, including amortization of
lease-related interests, increased $2.0 million to $30.2 million
in the first quarter of fiscal 2008 as compared to $28.2 million
in the first quarter of fiscal 2007, primarily reflecting the
increased expense associated with the prior year capital
expenditures.

                      Interest Expense, Net

Interest expense, net, decreased $3.1 million to $24.4 million in
the first quarter of fiscal 2008 as compared to $27.5 million in
the first quarter of fiscal 2007.  The decrease reflects reduced
borrowings and reduced interest rates.

                             Guidance

Keith Plowman, executive vice president and chief financial
officer, commented, "As previously stated in our April sales press
release, our excess borrowing capacity under our credit facility
at the end of the first quarter of fiscal 2008 was $274.0 million,
an increase compared to $191.0 million at the end of the first
quarter of fiscal 2007, reflecting the strength of our balance
sheet and reductions in our debt and letters of credit.  We will
continue to closely manage our excess borrowing capacity in this
difficult environment."

Mr. Plowman continued, "We are operating under the assumption that
the retail environment will remain challenging for the remainder
of fiscal 2008 and our focus is on strengthening our company
through additional operating efficiencies.  We are confident that
we are well-positioned to take advantage of opportunities when the
economy shows signs of recovery.  Our revised guidance for fiscal
2008 diluted earnings per share is a range of $0.00 to $0.30 and
EBITDA is a range of $224.0 to $232.0 million.  Assumptions
reflected in this guidance include:

   -- Comparable store sales decrease in the range of 2.5% to
      3.5%;
   -- Gross margin rate flat to the fiscal 2007 rate of 36.1%;
   -- SG&A dollars decrease to prior year;
   -- Capital expenditures of $80 million (net of landlord
      contributions); and
   -- Estimated diluted weighted average shares outstanding of
      17.3 million to 17.5 million."

                          Balance Sheet

At May 3, 2008, the company's consolidated balance sheet showed
$2.08 billion in total assets, $1.75 billion in total liabilities,
and $330.7 million in total stockholders' equity.

                     About The Bon-Ton Stores

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 280 department stores, which     
includes 11 furniture galleries, in 23 states in the Northeast,
Midwest and upper Great Plains under the Bon-Ton, Bergner's,
Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and
Younkers nameplates and, under the Parisian nameplate, three
stores in the Detroit, Michigan area.  The stores offer a broad
assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics and home
furnishings.

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Fitch Ratings affirmed The Bon-Ton Stores, Inc.'s 'B' issuer
default rating.  The rating outlook has been revised to negative
from stable.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service downgraded the corporate family rating
of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability
of default rating to B2 from B1, and downgraded the rating on the
$510.0 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3
(LGD 5, 83%).  The company's speculative grade liquidity rating of
SGL-3 was affirmed.  The outlook on all ratings is stable.


BRAD-CART: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor:  Brad-Cart Enterprises, Inc.
         dba Shuckum's Oyster Pub and Grill
         15614 Front Beach Road
         Panama City Beach, Florida 32413

Bankruptcy Case No.: 08-50207

Chapter 11 Petition Date: May 8, 2008

Court:   Northern District of Florida (Panama City)

Judge:   To Be Assigned

Debtor's Counsel:  Charles M. Wynn
                   Charles M. Wynn Law Offices, P.A.
                   P.O. Box 146
                   Marianna, FL 32447
                   Tel: (850) 526-3520
                   Fax: (850) 526-5210
                   E-mail: wynnlawbnk@earthlink.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's petition and list of 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flnb08-50207.pdf


CA INC: S&P Lifts Corporate Credit Rating to BB+ from BB
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Islandia, New York-based CA Inc.
to 'BB+' from 'BB'.  At the same time, S&P removed the ratings
from CreditWatch, where they had been placed with positive
implications on March 19, 2008.  The outlook is positive.
     
"The upgrade reflects the company's prospects for sustaining good
profitability and cash flow, coupled with our expectation that CA
will maintain a moderate capital structure," said Standard &
Poor's credit analyst Molly Toll-Reed.
     
CA is a leading information technology management software
provider.
     
The rating on CA is supported by the company's stable revenue
base, favorable business prospects, and strong cash flow.  These
factors are tempered by a historically aggressive financial
policy, which included large debt-financed acquisitions and share
buybacks.


CALIFORNIA OIL: Appoints John McLeod as Chief Financial Officer
---------------------------------------------------------------
Norman Johnson resigned as Chief Financial Officer of California
Oil & Gas Corp.  At the same time, the company appointed John
McLeod as its Chief Financial Officer.  Mr. McLeod is currently
President, Secretary, Treasurer and a director of the company.

Mr. McLeod has over 37 years experience in varied resource
extraction projects with particular emphasis on international oil
and gas management, exploration and development and establishing
and maintaining relations with investors and the financial
community.  From 2005 through March 2007, Mr. McLeod was the
president and chief executive officer of ONCO Petroleum Inc., a
private Ontario company.  From 2001 to 2005, he was president,
chief executive officer, vice president, operations and a director
of Rally Energy Corp., a company listed on the TSX Venture
Exchange.

Mr. McLeod is a member of the board of directors of these public
companies: Heritage Oil Corporation (TSX: HOC); Paris Energy Inc.,
(TSX-V: PI); Diaz Resources Ltd. (TSX-V: DZR); Tuscany Energy
Ltd., (TSX-V: TUS);Consolidate Beacon Resources Ltd.(TSX-V: KBC)
and Keeper Resources Inc. (TSX-V: KEE).

Mr. McLeod is a Professional Engineer (currently the elected
president of the Association of Professional Engineers, Geologists
and Geophysicists of Alberta) who has previously held various
senior management positions with a number of public exploration
companies including the positions of president and chief executive
officer with Arakis Energy Corporation, Rally Energy Corp. and
Canoro Resources Inc.

                        About California Oil

Headquartered in Calgary, Alberta, California Oil & Gas Corp.
(OTC BB: COGC) -- http://www.caloilandgas.com/-- is a publicly   
traded oil and gas company with assets in the San Joaquin Basin of
California and in Louisiana.  The company is focussed on exploring
high yield oil and gas prospects both domestically and
internationally.  The company is a gas producer and is targeting
the acquisition of late stage exploration or early stage
development projects around the globe.

                      Going Concern Disclaimer

LBB & Associates Ltd., LLP in Houston, Texas, expressed
substantial doubt about California Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's financial
statements for the year ended Nov. 30, 2007.  The auditing firm
pointed to the company's absence of significant revenues,
recurring losses from operations, and its need for additional
financing in order to fund its projected loss in 2008.

Through Feb. 29, 2008, the company has incurred losses of
$3,800,558 since inception.  

The company believes that it will require approximately $5,719,000
to fund its continued operations and working capital deficiency
for the 12 month period ending April 30, 2009.  As the company
cannot assure a lender that it will be able to successfully
acquire, explore and develop oil and gas properties, it may have  
difficulty raising debt financing from traditional lending
sources.


CAMPBELL RESOURCES: Meston Unit Gets Plan of Arrangement Extension
------------------------------------------------------------------
Campbell Resources Inc. disclosed that the Quebec Superior Court
has granted Meston Resources Inc.'s request for an additional
extension to Sept. 30, 2008, of the initial order granted June 30,
2005, under the Companies' Creditors Arrangement Act to allow the
subsidiary of the company, to fulfill its obligations under its
Plan of Arrangement.

During this extension period, Meston will work with the Monitor in
doing an inventory of all of its assets and will initiate a
process of solicitation of interest in those assets, which consist
of the Joe Mann mine.

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

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

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


CENTURY INDEMNITY: Fitch Holds 'B-' Insurer Fin'l Strength Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of ACE Limited and its
subsidiaries.  The Rating Outlook is Stable.

These rating actions reflect ACE's recent strong operating
performance, solid balance sheet and financial flexibility, and
ACE's diverse sources of revenues and earnings.  Partially
offsetting these positives is Fitch's expectation of contracting
underwriting margins related to heightened competition and reduced
rates in many of ACE's lines of business.

Fitch views ACE's recent operating performance as strong
characterized by low combined ratios, modest reserve development,
and comparatively light catastrophe losses.  ACE reported net
income of $366 million at March 31, 2008 and record net income of
$2.6 billion for the year ended Dec. 31, 2007 in the midst of a
soft property/casualty market.

ACE has steadily grown its ordinary shareholders' equity through
the first quarter of 2008 with solid earnings.  As the result,
ordinary shareholders' equity increased by 17% since year-end 2006
to $16.7 billion at March 31, 2008.  Tangible equity has grown in
conjunction with the growth in shareholders' equity and has more
than tripled since 2001.  Additionally, total reinsurance
recoverable continues to decrease and financial leverage has
declined steadily in recent years.

ACE INA Holdings Inc. recently issued $450 million of unsecured
senior debt.  Fitch expects that the net proceeds will help redeem
the existing $575 million of perpetual preferred shares in June
2008.  Fitch believes that, following the completion of ACE's
financing plans, ACE's pro forma March 31, 2008 total debt to
capital ratio of approximately 19% is well within an acceptable
level for ACE's current rating category.

ACE's indirect subsidiaries, Century Indemnity Co. and Century
Reinsurance Co. are inactive operations largely consisting of
asbestos and environmental reserves that are in run-off.  Fitch
believes that the inactive companies are very thinly capitalized
and are exposed to A&E claims, which are long-tailed and
notoriously difficult to quantify.

Fitch views Century's potential A&E exposure as an increasingly
smaller component of ACE's overall exposures and believes that ACE
would likely provide the support required to maintain the
companies' current capital levels.  As a result, Fitch has revised
the rating outlook of Century to Stable from Negative.

Fitch has affirmed these ratings with a Stable Outlook:

ACE Limited
  -- IDR at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $450 million senior notes due 2015 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2018 at 'A';
  -- $300 million senior notes due 2036 at 'A'.

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

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

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

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


CENTURY REINSURANCE: Fitch Affirms 'CCC+' IFS Rating
----------------------------------------------------
Fitch Ratings has affirmed the ratings of ACE Limited and its
subsidiaries.  The Rating Outlook is Stable.

These rating actions reflect ACE's recent strong operating
performance, solid balance sheet and financial flexibility, and
ACE's diverse sources of revenues and earnings.  Partially
offsetting these positives is Fitch's expectation of contracting
underwriting margins related to heightened competition and reduced
rates in many of ACE's lines of business.

Fitch views ACE's recent operating performance as strong
characterized by low combined ratios, modest reserve development,
and comparatively light catastrophe losses.  ACE reported net
income of $366 million at March 31, 2008 and record net income of
$2.6 billion for the year ended Dec. 31, 2007 in the midst of a
soft property/casualty market.

ACE has steadily grown its ordinary shareholders' equity through
the first quarter of 2008 with solid earnings.  As the result,
ordinary shareholders' equity increased by 17% since year-end 2006
to $16.7 billion at March 31, 2008.  Tangible equity has grown in
conjunction with the growth in shareholders' equity and has more
than tripled since 2001.  Additionally, total reinsurance
recoverable continues to decrease and financial leverage has
declined steadily in recent years.

ACE INA Holdings Inc. recently issued $450 million of unsecured
senior debt.  Fitch expects that the net proceeds will help redeem
the existing $575 million of perpetual preferred shares in June
2008.  Fitch believes that, following the completion of ACE's
financing plans, ACE's pro forma March 31, 2008 total debt to
capital ratio of approximately 19% is well within an acceptable
level for ACE's current rating category.

ACE's indirect subsidiaries, Century Indemnity Co. and Century
Reinsurance Co. are inactive operations largely consisting of
asbestos and environmental reserves that are in run-off.  Fitch
believes that the inactive companies are very thinly capitalized
and are exposed to A&E claims, which are long-tailed and
notoriously difficult to quantify.

Fitch views Century's potential A&E exposure as an increasingly
smaller component of ACE's overall exposures and believes that ACE
would likely provide the support required to maintain the
companies' current capital levels.  As a result, Fitch has revised
the rating outlook of Century to Stable from Negative.

Fitch has affirmed these ratings with a Stable Outlook:

ACE Limited
  -- IDR at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $450 million senior notes due 2015 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2018 at 'A';
  -- $300 million senior notes due 2036 at 'A'.

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

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

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

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


CHARMING SHOPPES: Posts $34.5 Million Net Loss in Qtr. Ended May 5
------------------------------------------------------------------
Charming Shoppes Inc. reported a net loss of $34.5 million for the
first quarter ended May 3, 2008, compared with net income of
$26.3 million in the corresponding period ended May 5, 2007.

Results for the thirteen weeks ended May 3, 2008, included a loss
from operations of discontinued component of $35.1 million.  The
loss from operations of discontinued component includes a loss on
results of operations of approximately $6.7 million, and an
estimated loss on disposal of approximately $28.4 million, related
to the planned sale of the non-core misses catalog businesses.

For the thirteen weeks ended May 3, 2008, the company reported
income from continuing operations of $657,000.  This compares to
income from continuing operations of $26.5 million for the
thirteen weeks ended May 5, 2007.  

The company's income from continuing operations for the first
quarter ended May 3, 2008, includes after-tax charges of
$2.2 million related to previously announced consolidation and
streamlining initiatives, and $2.4 million for advisory and legal
fees arising out of the proxy contest which was settled on May 8,
2008.

Net sales from continuing operations for the thirteen weeks ended
May 3, 2008, decreased 8.0% to $641.3 million, compared to net
sales from continuing operations of $696.6 million for the
thirteen weeks ended May 5, 2007.  

Net sales for the company's Retail Stores segment were
$614.9 million during the thirteen weeks ended May 3, 2008, a
decrease of 10.0% compared to $686.7 million during the thirteen
weeks ended May 5, 2007.  Consolidated comparable store sales for
the company's Retail Stores segment decreased 13.0% during the
thirteen weeks ended May 3, 2008, compared to flat comparable
store sales during the thirteen weeks ended May 5, 2007.

Net sales from continuing operations for the company's Direct-to-
Consumer segment were $26.9 million during the thirteen weeks
ended May 3, 2008, compared to $10.3 million during the thirteen
weeks ended May 5, 2007.

Commenting on sales and operating results for the quarter, Dorrit
J. Bern, chairman, chief executive officer and president of
Charming Shoppes Inc. stated, "We continue to be disappointed with
our overall sales performance, which has been impacted by downward
traffic trends to our stores.  

"As we manage through this challenging environment, it has been
our strategy to operate with much leaner inventories in order to
protect and improve our merchandise margins.  Our same store
inventories were 13.0% lower at the end of the quarter, compared
to a year ago, and as a result, our merchandise margins improved
compared to our first quarter ended May 5, 2007.

"Our promotional strategy during the first quarter was less
aggressive as compared to a year ago, and as a result, we
experienced increases in our average dollar sale.  We continue to
see strong positive customer response to our Right Fit pant
programs, which are being rolled out in both denim and wear-to-
work offerings at our Lane Bryant and Catherines brands, and are
planned to be expanded to the Fashion Bug brand during August.  

"We have also seen solid improvement in the performance of our
intimate apparel departments, particularly at our Lane Bryant and
Fashion Bug brands.  However, the positive response to our spring
merchandise offerings, as outlined above, has been more than
offset by the reduced demand for our core merchandise offerings.  
We are working diligently to mitigate our same store sales
decreases, and will continue to address the balance of our fashion
apparel offerings in order to better meet our customers' needs."

Bern continued, "We have executed on a number of initiatives that
have allowed us to generate significant free cash flow.  The
relocation of our Catherines' home office operations to Bensalem
was completed on schedule on March 31, 2008.  During the quarter,
we closed 23 of the 150 underperforming stores identified for
closure during this fiscal year.  Additionally, as previously
announced, we have identified additional reductions that we have
implemented in our fiscal year 2009 capital budget, resulting in a
decrease of approximately $63.0 million, or nearly 50% compared to
our expenditures for fiscal year 2008."

                          Balance Sheet

At May 3, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $925.3 million in total liabilities,
and $677.3 million in total stockholders' equity.

                      About Charming Shoppes

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/ -- is a multi-
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At May 3, 2008, the company operated
2,408 retail stores in 48 states under the names LANE BRYANT(R),
FASHION BUG(R), FASHION BUG PLUS(R), CATHERINES PLUS SIZES(R),
LANE BRYANT OUTLET(R), and PETITE SOPHISTICATE OUTLET(R).  

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Charming Shoppes Inc. to 'B+' from 'BB-.'  The outlook
remains negative.


CHERRY CREEK: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cherry Creek Restaurant Group, Ltd.
        121 Clayton Lane
        Denver, CO 80206

Bankruptcy Case No.: 08-16267

Chapter 11 Petition Date: May 7, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner
                  303 E. 17th Ave.
                  Ste. 500
                  Denver, CO 80203
                  Phone: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

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

Estimated Debts: $50,001 to $100,000

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   AMCAP Realty                                       $95,516
   1281 East Main St.  
   Stamford, CT 06902            


CJC CATERING: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CJC Catering, LLC
        P.O. Box C
        Grand Ledge, MI 48837
        dba
          Detroit Princess Riverboat
          Boblo Boats
          Bob-lo Boat
          Detroit River Boat Company

Bankruptcy Case No.: 08-04034

Chapter 11 Petition Date: May 5, 2008

Court: Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Robert W. Dietrich, Esq.
                  Dietrich Law Firm
                  831 N Washington Ave
                  Suite LLW
                  Lansing, MI 48906
                  Phone: (517) 487-8791
                  Fax: (517) 268-0855
                  E-mail: RWD@Dietrich-Law.net

Estimated Assets: $0 to $50,000

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

A copy of the Debtor's petition is available for free at:

          http://bankrupt.com/misc/mwd-804034.pdf


C LANIER RANDALL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor:  C. Lanier Randall, III
         c/o Doug Martinson, II, Conservator
         115 Northside Square
         Huntsville, Alabama 35801

Bankruptcy Case No.: 08-81496

Chapter 11 Petition Date: May 15, 2008

Court:   Northern District of Alabama (Decatur)

Judge:   The Hon. Jack Caddell

Debtor's Counsel:  Stuart M Maples
                   Maples & Ray, PC
                   401 Holmes Ave., Suite H
                   Huntsville, Al 35801
                   Tel: (256) 489-9779
                   Fax: 256-489-9720
                   E-mail: smaples@maplesandray.com

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

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

Debtor did not file a list of its largest unsecured creditors who
are not insiders.


COUNTRYWIDE FINANCIAL: BofA Drops Mr. Sambol Out of Mortgage Biz
----------------------------------------------------------------
David Sambol, current Countrywide Financial Corp. president and
chief operating officer, will not be heading the combined business
of the mortgage lender and Bank of America Corp., various reports
say.

Bank of America executives instead chose Barbara Desoer, its chief
technology and operations officer, to lead the consumer mortgage
business of the merger.  Mr. Sambol himself has decided to leave
after the completion of the $4 billion acquisition of Countrywide,
Bloomberg News reports.  He declined to return any comment.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
company duo already drew skepticism as they placed Mr. Sambol at
the helm of the new mortgage business soon to be created by the
merger.  According to The Wall Street Journal, Mr. Sambol was a
"lightning rod" and a "headache" for both officials of the bank
and Countrywide.  He advocated Countrywide's push to include in
its portfolio almost all types of mortgage products in the market,
including loans made to people with questionable credit histories.  
The mortgage lender originated a large number of subprime loan
applications during the U.S. housing boom, exposing the company to
rising defaults and falling home prices.

"Bank of America has done the right thing in deciding not to make
Mr. Sambol part of its future plans," Bloomberg quotes U.S.
Senator Charles Schumer in an e-mail statement.  Sen. Schumer had
earlier complained of the decision to put Mr. Sambol in-charge.  
"You cannot divorce Countrywide, the company, from the executives
who pioneered Countrywide's predatory practices," he continued.

Alan Fisher of the California Reinvestment Coalition told Reuters
that it's a "positive" thing that Mr. Sambol is out, since he had
contributed so much to the housing crisis during his tenure at
Countrywide.

According to David Lykken of Mortgage Banking Solutions, the
change in authority came, not from outside pressure, but from a
shift in entrepreneurial and business philosophies, relates
Bloomberg.  "I don't think there was any doubt that Bank of
America wanted him, but there's a philosophical shift there that
David may not want to have been part of," he said, adding that the
bank wants to "reign in" the lender's aggressive marketing stance.

Bank of America representative Robert Stickler had similar views.  
"We felt it was very, very important that we have someone who is
rooted in our culture and the way we do business and who has
relationships throughout the company. . .  [T]hat's why we are
sending one of our most senior executives to California," he said.

The acquisition is expected to close in July, Bloomberg noted.

                      About Bank of America

Based in Charlotte, North Carolina, Bank of America Corp.
(NYSE:BAC) -- http://www.bankofamerica.com-- is a bank holding     
company.  Bank of America provides banking and non-banking
financial services and products through three business segments:
global consumer and small business banking, global corporate and
investment banking, and global wealth and investment management.   
In December 2006, the company sold its retail and commercial
business in Hong Kong and Macau to China Construction Bank.  In
October 2006, BentleyForbes, a commercial real estate investment
and operations company, acquired Bank of America plaza in Atlanta
from CSC Associates, a partnership of Cousins Properties
Incorporated and the company.  In June 2007, the company acquired
the reverse mortgage business of Seattle Mortgage Company, an
indirect subsidiary of Seattle Financial Group Inc.  In October
2007, ABN AMRO Holding N.V. completed the sale of its United
States subsidiary, LaSalle Bank Corporation, to Bank of America.

                  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.

The company is continuing to face a barrage of lawsuits coming
from disgruntled homeowners that filed for bankruptcy protection.  
Countrywide has been accused by these homeowners and various
federal agencies of dubious and questionable lending practices,
and for abusing the bankruptcy system.


CSC HOLDINGS: S&P Puts 'BB' Rating on Proposed $500MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' rating on CSC
Holdings Inc.'s proposed $500 million senior unsecured notes.  CSC
Holdings is a subsidiary of Bethpage, New York-based Cablevision
Systems Corp., a major cable operator in the New York metropolitan
area.  Cablevision had about $11.6 billion of reported
consolidated debt outstanding on March 31, 2008.
     
CSC Holdings' proposed $500 million senior unsecured notes are
rated 'BB', with a recovery rating of '3', indicating the
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  The notes, which will be issued under Rule 144A
with registration rights, will be used to refinance CSC Holdings
notes that mature this July.  Standard & Poor's also affirmed all
ratings on Cablevision and its subsidiaries.  The outlook is
negative.
     
The rating actions incorporate the impact of the pending Sundance
Channel acquisition, as well as the proposed acquisition of
Newsday.
     
"The ratings on Cablevision reflect our expectation that the
company will continue to pursue an aggressive financial policy, a
factor that overshadows the company's investment-grade business
risk profile," said Standard & Poor's credit analyst Richard
Siderman.


CSFB NIMS: Fitch Takes Rating Actions on Six NIM Notes
------------------------------------------------------
Fitch Ratings has taken these rating actions on 6 CSFB NIMS Trust
HEAT Net Interest Margin Notes:

CSFB NIMS Trust HEAT 2006-3 NIM 45
  -- $11.4 million Class A notes downgraded to 'C/DR6' from 'A-';
  -- $4.6 million Class B notes downgraded to 'C/DR6' from 'BBB-';
  -- $5.9 million Class C notes downgraded to 'C/DR6' from 'BB';
  -- $2.0 million Class D notes downgraded to 'C/DR6' from 'BB';
     Underlying Transaction: CSFB HEAT 2006-3

CSFB NIMS Trust HEAT 2006-5 NIM 47
  -- $5.8 million Class A notes downgraded to 'C/DR6' from 'BB',
     removed from Rating Watch Negative;

  -- $6.0 million Class B notes downgraded to 'C/DR6' from 'B',
     removed from Rating Watch Negative;

  -- $5.8 million Class C Notes remains at 'C/DR6'
     Underlying Transaction: CSFB HEAT 2006-5

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


CUSTOM HOMES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Custom Homes by Anthony, Inc.
        1044 Soyer Circle
        Forest, VA 24551

Bankruptcy Case No.: 08-61239

Type of Business: The Debtor operates a construction company.

Chapter 11 Petition Date: May 28, 2008

Court: Western District of Virginia (Lynchburg)

Judge: William E Anderson

Debtor's Counsel: Stephen E. Dunn, Esq.
                  (stephen@stephendunn-pllc.com)
                  201 Enterprise Drive
                  Suite A
                  Forest, VA 24551
                  Telephone (434) 385-4850
                  Fax (434) 385-8868

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

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

A copy of the Debtor's petition and list of its 20 largest
unsecured creditors is available for free at:

            http://bankrupt.com/misc/vawb08-61239.pdf


DAN RIVER: U.S. Trustee Appoints 5-Member Creditors' Panel
----------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee, Region 3,
appointed five members to the Official Committee of Unsecured
Creditors in the chapter 11 cases of Dan River Holdings, LLC, and
its debtor-affiliates, pursuant to Section 1102(a)(1) of the
Bankruptcy Code:

   1. JS Royal Home DBA Jiangyin Bedsheet Company
      Attn: Harry C. Linton
      11121 Carmel Commons Blvd. #110
      Charlotte, North Carolina 28226
      Tel: (704) 905-1741
      Fax: (704) 542-2378

   2. Sajid Textile (Pvt) Ltd.
      Attn: Rehan Sayeed
      2865 North Berkeley Lake Rd., Suite 10
      Duluth, Georgia 30096
      Tel: (770) 418-1833 x 102
      Fax: (770) 717-9894

   3. Kam International
      Attn: Junaid Arif Motiwalla
      495 Deh Landh, Main National Highway,
      Karachi, Pakistan
      Tel: (0092) 21-5015592
      Fax: (0092) 21-5018298

   4. Nantong Yiteng Textile Co. Ltd.
      Attn: Shi Yunhua
      Jintong Road, Technological & Dev. Zone
      Tonszhou City, China
      Tel: 86 513-8656-0561
      Fax: 86 513-8656-0560

   5. Be Be Jan (Pvt) Limited
      Attn: Ali Raza Abad
      5.5-KM Raiwind Road
      Lahore, Pakistan
      E-mail: asim@bbjan.com

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.www.danriver.com/-- manufactures and markets textile   
products for the home fashions, apparel fabrics and industrial
markets.

The company first filed for chapter 11 protection on March 31,
2004 (Bankr. N.D. Ga. Case No. 04-10990). James A. Pardo, Jr.,
Esq., at King & Spalding, represented them in their restructuring
efforts.  The Debtor listed $441,800,000 in total assets and
$371,800,000 in total debts. The Court confirmed the Debtors' Plan
of Reorganization on Jan. 18, 2005, and the plan took effect on
Feb. 14, 2005.

Dan River's operations was acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.  
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings, LLC, Dan River, Inc. and three other
affiliates filed for Chapter 11 protection on April 20, 2008
(Bankr. D. Del. Lead Case No. 08-10727).  Margaret M. Manning,
Esq., at Whiteford Taylor & Preston, represents the Debtors in
their restructuring efforts.  As of April 20, the Debtors  listed
assets between $50 million to $100 million and debts between
$100 million to $500 million.


DAN RIVER: Committee, Danville Protest GMAC's $32 Million DIP Loan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors opposes to the
request of Dan River Holdings LLC and its debtor-affiliates to
obtain up to $32,000,000 in postpetition financing from a
consortium of lenders led by GMAC Commercial Finance LLC under a
revolving loan.

The Committee tells the Hon. Brendan L. Shannon of the United
States Bankruptcy Court for the District of Delaware that the DIP
facility is nothing more than use of cash collateral to liquidate
the collateral of the lenders at the expense of the estate,
unsecured creditors and other parties-in-interest.

The DIP lenders are also the prepetiton lenders of approximately
$25,000,000 as of the Debtors' bankruptcy filing.

The Debtors find that one of the lenders, GHCL International Inc.,
does not have a perfected security interest in any of the Debtors'
assets as it failed to file any uniform commercial code financing
statements against the Debtors in connection with its $41,000,000
secured loan to the Debtors in July 2006.  GHCL International's
claim is secured by substantially all assets of the Debtors but
junior to the liens in favor of GMAC Commercial.

                  City of Danville Objection

Separately, city of Danville in Virginia also objects to the
Debtors' request to obtain financing from the lenders.  The
Debtors owe the City at least $2,251,122 in claims, which arises
from a "Wastewater Treatment Contract" entered into by the Debtors
and the City on Dec. 30, 1977, as amended.

The agreement provides for the payment on bonds used to expand the
City's wastewater treatment facility for proper disposal of the
Debtor's industrial waste.

The Committee and the City ask the Court to deny final approval of
the Debtors' request.

                         DIP Financing

As reported in the Troubled Company Reporter on April 25, 2008,
the Court authorized the Debtors to access, on an interim basis,
of up to $30,000,000 in DIP financing from the lenders.

According to the DIP request, the Debtors asked the Court for
authority to obtain up to $32,000,000 in DIP financing, which  
will be used to finance the operation of their businesses and
preserve the value of their assets.

The facility will bear interest at per annum rate equal to the
Base Rate -- the rate of interest declared by Bank of America,
N.A. -- in effect from time to time plus 4%.  

The DIP liens are subject to a $250,000 carve-out for payment of
statutory fees to the U.S. Trustee, fee payable to the clerk of
the court, and allowed fees and expenses of professional advisors
retained by the Debtors or Committee.  The Debtors agree to pay a
$500,000 DIP fee pursuant to the financing agreement, as amended.

To secure their DIP obligations, the lenders are entitled to a
first and senior priority to all other interest and liens.  

The DIP agreement contains appropriate and conditional events of
default.

                          Indebtedness

As of April 18, 2008, in respect of all prepetition obligations,
the Debtors owe GMAC Commercial of at least $24,868,719, which
comprised of:

   i) $24,568,719 in revolving loans made pursuant to certain
      existing financing agreements in the aggregate and

  ii) $300,000 in letters of credit plus interest accrued, costs,
      expenses, fees and other charges.

A full-text copy of the DIP Agreement is available for free
at http://ResearchArchives.com/t/s?2cf0

                      About Dan River Inc.

Headquartered in Danville, Virginia, Dan River Inc. --
http://www.www.danriver.com/-- manufactures and markets textile    
products for the home fashions, apparel fabrics and industrial
markets.

The company first filed for chapter 11 protection on March 31,
2004 (Bankr. N.D. Ga. Case No. 04-10990). James A. Pardo, Jr.,
Esq., at King & Spalding, represented them in their restructuring
efforts.  The Debtor listed $441,800,000 in total assets and
$371,800,000 in total debts. The Court confirmed the Debtors' Plan
of Reorganization on Jan. 18, 2005, and the plan took effect on
Feb. 14, 2005.

Dan River's operations was acquired by GHCL Ltd. in January 2006
for approximately $93 million consisting of $17 million in cash
plus the assumption of $76 million in short- and long-term debt.  
On March 24, 2008, GHCL announced plans to close its home textiles
sourcing and manufacturing segment, affecting Dan River as well as
GHCL's HW Baker and Best Textiles divisions.

Dan River Holdings LLC, Dan River Inc. and three other affiliates
filed for Chapter 11 protection on April 20, 2008, (Bankr. D. Del.
Lead Case No. 08-10727).  Margaret M. Manning, Esq., at Whiteford
Taylor & Preston, represents the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 3 appointed creditors serve
on an Official Committee of Unsecured Creditors.  As of April 20,
the Debtors  listed assets between $50 million to $100 million and
debts between $100 million to $500 million.


DELTA AIR: Merger with Northwest Likely to be Approved
------------------------------------------------------
The Delta Air Lines Inc. and Northwest Airlines Corp.
consolidation is likely to be approved by the U.S. government,
Rep. John Mica, a Florida Republican, told Reuters.

Rep. Mica, former chairman of the House of Representatives
aviation subcommittee, said in a congressional hearing to
consider approval of the merger that the transaction to create
the world's biggest airline didn't seem to be anti-competitive,
Reuters said.

Antitrust and industry experts have previously said the
Northwest-Delta proposal stood a good chance of winning
regulatory approval.

According to the paper, the merger proposal has met little or no
resistance in Congress, which cannot block a consolidation,
anyway.  However, Reuters pointed out that lawmakers can "disrupt
the timing of the regulatory review, influence policymakers and
rally consumers and workers."

In his opening statement at the hearing, current Aviation
Committee Chairman Rep. James Oberstar said that the tie-up is
expected to have wide ramifications in the airline industry in
general, CNNMoney.com reported.  "This should not be and must not
be considered as a standalone, individual transaction but rather
as the trigger of what will surely be a cascade of subsequent
mergers that will consolidate aviation in the United States and
around the world into global, mega carriers," CNNMoney.com quoted
Rep. Oberstar, as saying.

Rep. Oberstar is of the opinion that the Northwest-Delta merger
would deter competition at major hubs, which would result in
increased fares, CNNMoney.com stated.

Meanwhile, Northwest CEO Doug Steenland and Delta CEO Richard
Anderson testified that the merger would in fact, encourage
competition because the airlines focus on serving different
regions.  Northwest's forte are in the Midwest, and
internationally, in Asia; while, Delta's strengths are in the
East and the "mountain" West; and internationally, Europe and
Latin America.

"We think it's pro-competitive," Mr. Anderson told CNNMoney.com.  
"It's good for small communities and it will be good for our
employees."

Combined, Delta and Northwest expect to have an aggregate of more
than $35,000,000 in annual revenues, operate a mainline fleet of
nearly 800 aircraft, hire approximately 75,000 employees
worldwide, and with expected liquidity of nearly $7,000,000 at
closing, the CEOs disclosed, according to The Associated Press.

Under Delta's agreement with Northwest to combine in an all-stock
transaction, the new Company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
Messrs. Steenland and Anderson disclosed.

Both CEOs also assured that they will not be closing any hubs
after the merger, nor eliminate any frontline positions,
CNNMoney.com said.  Nevertheless, Messrs. Steenland and Anderson
told lawmakers that under the merged company, no more than an
estimated 1,000 corporate positions will be eliminated.  The CEOs  
said they would provide legislators "a formal estimate" within 60
days, according to various reports.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports say.

The Detroit News, however, notes that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                 Seniority Issues Remain Afloat

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to The Associated Press.

However, the meeting was not expected to address seniority list
integration, the AP said.  Seniority is critical for pilots in
determining choices on vacations, the best routes, and bigger
planes to fly.  It also sets pilots' compensation.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline     
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.


DELTA AIR: Pilots Overwhelmingly Ratify Modified Pilot Agreement
----------------------------------------------------------------
The Air Line Pilots Association informed Delta Air Lines, Inc.,
that Delta pilots overwhelmingly approved Letter of Agreement 19,
which provides certain modifications to Delta's current Pilot
Working Agreement.

The modified Agreement "facilitates the realization of revenue
synergies" from the combination of Delta and Northwest Airlines
Corp., at the closing of the carriers' planned merger.

Delta pilots voted from May 1 until May 14, 2008.

Under the modified Agreement, more than 7,000 pilots at Delta
will receive, among others, a 3.5% equity stake in the Combined
company; and annual pay raises of 5% in 2009, and 4% in 2010 to
2012, under Delta's extended collective bargaining agreement with
the pilots, according to reports from Bloomberg News and The
Associated Press.

The voter turnout was 4,590 out of 6,073 eligible Delta pilots,
of whom 3,580 or 78% voted in favor of ratifying the agreement,
the union's executive committee chairman Lee Moak said in a
letter to pilots, reports say.

The Agreement does not cover Northwest's 5,000 pilots.

In a statement on the company's Web site, Delta's chief executive
officer Richard Anderson said that Delta is pleased with the
Delta pilots' decision, "which [marks] an important step towards
combining our two great airlines."

"We remain committed to working with the ALPA leadership of both
the Delta and Northwest pilots to reach a joint pilot agreement
before the closing of the merger," Mr. Anderson stated.

                  Seniority Issues Remain Afloat

Mr. Moak disclosed that the Delta pilots union aims for the joint
contract and an integrated seniority list prior to the closing of
the Delta-Northwest combination.  This is seen to speed the
integration of booth carriers.

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to AP.

However, the meeting was not expected to address seniority list
integration.

Delta's pilot leaders believe that having an arbitrator to
facilitate issues looming over seniority lists ". . . is an
abdication of leadership," Mr. Moak said, according to the
report.

"The best solution involves pilots negotiating with pilots to
achieve a fair and equitable list," added Mr. Moak.

Seniority is critical for pilots in determining choices on
vacations, the best routes, and bigger planes to fly.  It also
sets pilots' compensation.

           Delta and Northwest Execs Testify On Merger

In congressional hearings held, Mr. Anderson and Northwest CEO
Doug Steenland told lawmakers that the under the merged Company,
no more than an estimated 1,000 corporate positions will be
eliminated.  Messrs. Anderson and Steenland said they would
provide legislators "a formal estimate" within 60 days, according
to various reports.

Combined, Delta and Northwest expect to have an aggregate of more
than $35,000,000 in annual revenues, operate a mainline fleet of
nearly 800 aircraft, hire approximately 75,000 employees
worldwide, and with expected liquidity of nearly $7,000,000 at
closing, the Executives disclosed, according to AP.

Under Delta's agreement with Northwest to combine in an all-stock
transaction, the new company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
the Executives have disclosed.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports said.

The Detroit News, however, noted that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline     
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DELTA AIR: Closing Nine Airport VIP Lounges to Reduce Costs
-----------------------------------------------------------
Delta Air Lines, Inc., is planning to shut down eight Crown Room
Club locations and one BusinessElite Lounge in its airport "to
manage costs due to hefty fuel prices," The Associated Press
reports.

The decision is also aimed at aligning the carrier's worldwide
offering of clubs to its flight schedules, a Delta spokeswoman
told AP.

The locations slated for closure are at airports serving Boston,
Cincinnati, Ohio, Kansas City, Seattle, San Juan Puerto Rico,
Phoenix, Denver, Honolulu and London.  Delta's Crown Room Clubs
are still accessible in more than two dozen cities, according to
the report.

                         About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline     
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DENNY'S CORP: Stockholders Approve 2008 Omnibus Incentive Plan
--------------------------------------------------------------
The stockholders of Denny’s Corp. approved the company's 2008
Omnibus Incentive Plan.  A total of 4,500,000 shares of the
company’s common stock are reserved and available for issuance
pursuant to awards granted under the 2008 Omnibus Plan.

In addition, the Compensation and Incentives Committee of the
company’s Board of Directors approved changes to the company’s
Paradigm Shift Incentive Program.  As originally adopted, the
Paradigm Shift Incentive Program provided executive officer
participants with an opportunity to earn cumulative cash awards
ranging from $180,000 to $245,000, depending on level of
participation, over a three year period (from 2007 to 2009) upon
the completion of certain defined milestones which were set for
three "paradigm shift" projects associated with the company’s
implementation of certain planned concept, facility and process
initiatives.  The Committee amended the Program with respect to
two of these initiatives to shorten the performance period, adjust
certain milestone targets, and reduce the potential payouts (while
retaining discretion to reward extraordinary performance in
achievement of these initiatives).

A full-text copy of the 2008 Omnibus Plan is available for free at
http://ResearchArchives.com/t/s?2ce0

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a   
full-service family restaurant chain, consisting of 373 company-
owned units and 1,177 franchised and licensed units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.  

At March 26, 2008, the company's consolidated balance sheet showed
$384.8 million in total assets and $557.0 million in total
liabilities, resulting in a $172.2 total stockholders' deficit.


DIAMOND EXECUTIVE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Diamond Executive Office Suites & Virtual Offices,
             LLC
             3175 "E" Sedona Ct.
             Ontario, CA 91764
             Tel: (909) 481-2400

Bankruptcy Case No.: 08-15577

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Diamondcard International Corp.            08-15578

Type of Business: The Debtor provides office spaces.

Chapter 11 Petition Date: May 14, 2008

Court: Central District Of California (Riverside)

Debtor's Counsel: Franklin C. Adams, Esq.
                  Email: franklin.adams@bbklaw.com
                  Best Best & Krieger, LLP
                  3750 University Ave. 4th Fl.
                  Riverside, CA 92501
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083

Diamond Executive Office Suites & Virtual Offices, LLC's Financial
Condition:

Total Assets: $2,200,000

Total Debts:  $2,355,841

A. A copy of Diamond Executive Office Suites & Virtual Offices,
   LLC's is available for free at:

      http://bankrupt.com/misc/cacb08-15577.pdf

B. A copy of Diamondcard International Corp's is available for
   free at:

      http://bankrupt.com/misc/cacb08-15578.pdf


DRYLANDS PACIFIC: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Drylands Pacific, LLC
        655 Deerfield Road, Suite 100
        Deerfield, Illinois 60015

Bankruptcy Case No.: 08-17313

Chapter 11 Petition Date: May 28, 2008

Court:   District of Colorado (Denver)

Judge:   Elizabeth E. Brown

Debtor's Counsel: Joel Laufer
                  5290 DTC Pkwy,
                  Ste. 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.com

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

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

A list of the Debtor's petition and list of 10 largest unsecured
creditors is available for free at

         http://bankrupt.com/misc/cob08-17313.pdf


DURA AUTOMOTIVE: Discloses Plan Provisions in SEC Filing
--------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, DURA Automotive Systems, Inc., and its affiliates
disclose a summary of the material matters contemplated to occur
either pursuant to or in connection with the confirmation and
implementation of the Revised Joint Plan of Reorganization.

Under the Confirmed Plan, New Dura will emerge as a publicly
reporting company under the Securities Exchange Act of 1934, as
amended.  The Confirmed Plan contemplates these restructuring
transactions:  

   * The Debtors will enter into the Exit Credit Facility and
     New Money Second Lien Loan.

   * All DIP Facility Claims, administrative expenses and
     certain priority claims will be paid in full in Cash.

   * Holders of Class 2 Second Lien Facility Claims will receive
     new Convertible Preferred Stock on account of their claims.

   * Class 3 Senior Notes Claims and Class 5A U.S. Other General
     Unsecured Claims will receive 100% of New Common Stock.

   * Holders in Class 5B Canadian General Unsecured Claims will
     be paid, in Cash, on a pro rata basis, in full and final
     satisfaction of their claims.

   * Class 4 Subordinated Notes Claims and the Class 6
     Convertible Subordinated Debentures Claims, which are
     subordinated to the Class 3 Senior Notes Claims, will be
     discharged without recovery.

   * Class 7 Section 510(b) Subordinated Claims will be
     discharged without recovery.

   * Class 8 Equity Interests will be canceled and will not
     receive any distributions or retain any property interests.

On the Effective Date, all notes, stock, instruments,
certificates, and other documents evidencing the Senior Notes
Claims, Subordinated Notes Claims, Convertible Subordinated
Debentures Claims, Convertible Trust Guarantees, and Equity
Interests will be canceled, and the obligations of the Debtors
under the Notes, Guaranties and Interests will be discharged.

                   Conditions Precedent to the
               Effectiveness of the Confirmed Plan

DURA discloses that it and its subsidiaries need to satisfy
several conditions before an effective date can occur:

   1. The New Organizational Documents will have been, as
      applicable, delivered or tendered for delivery, executed,
      consummated, and filed.

   2. The New Board of Directors will have been appointed in
      accordance with Article IV.G.2(a) of the Confirmed Plan.

   3. The New Money Second Lien Loan will have been consummated.

   4. The Exit Credit Facility will have been consummated.

   5. The Ontario Superior Court of Justice overseeing the
      reorganization proceedings of DURA's Canadian affiliates
      will issued an order recognizing that the U.S. Debtors'
      Plan has been confirmed.  Entry of the Canadian Recognition
      Order will only be a condition to the Effective Date with
      regard to those Debtors incorporated, formed or otherwise
      organized under Canadian law.

DURA may, at any time, with the consent of the Official Committee
of Unsecured Creditors and the Second Lien Group, which consent
will not be unreasonably withheld, waive any of the conditions to
the Effective Date set forth in Article VIII.A of the Confirmed
Plan without notice to or order of the Court.  DURA currently
expects the Effective Date to occur in the second quarter of
2008.

      Treatment of Executory Contracts & Unexpired Leases

Any executory contract and unexpired lease listed in the Plan
Supplement as contracts or leases to be assumed will be deemed
assumed by DURA immediately before the Effective Date.  Entry of
the Confirmation Order constitutes approval of any assumptions
pursuant to Sections 365(a) and 1123 of the Bankruptcy Code.

Any contract and lease that have not expired by their own terms
on or before the Effective Date will be deemed rejected by the
Debtors immediately before the effective date if (i) the Debtors
have not assumed or rejected the contracts or leases during the
pendency of their Chapter 11 cases; (ii) the contracts and leases
are not listed in the Plan Supplement as contracts or leases to
be assumed; (iii) the contracts and leases are not to be assumed
pursuant to the terms hereof, and (iv) the contracts and leases
are not the subject of an assumption motion.

All proofs of claim arising from the rejection of contracts or
leases must be filed within 30 days after the earlier of (i) the
date of entry of a Court order approving any rejection, and (ii)
the Effective Date.  Any rejection damages claims that are not
timely filed will be forever barred from assertion against the
Debtors, their estates and their successors.  All Claims will, as
of the Effective Date, be subject to the discharge and permanent
injunction.

The Debtors will pay any monetary amounts by which any contract
and lease to be assumed is in default immediately after the
Effective Date.  In the event of a dispute regarding the Cure
payment amount, "adequate assurance of future performance," or
any other matter pertaining to assumption, (i) the Debtors have
the right to reject the contract or lease at any time prior to
the resolution of the dispute, and (ii) cure payments will only
be made after entry of a Final Order resolving the dispute.

      Release, Exculpation, Injunction and Indemnification

The Plan contemplates releases, exculpation, injunction and
indemnification of several parties from claims, causes of
actions, and other obligations related to the Debtors, their
Chapter 11 cases, the negotiation of the Plan, the Plan
documents, including the Commitment Letter, the Exit Facility,
the New Money Second Lien Loan, and the New Organizational
Documents.  The Plan, however, contemplates that certain claims,
causes of action and other obligations will not be released,
including:

   * any causes of action accrued by the Debtors in the ordinary
     course of business against holders of Other General
     Unsecured Claims; and

   * any Allowed Claims of Releasing Parties treated under the
     Plan.

The Plan will deem to release any non-debtor, including any
current and former officer and director of the Debtors and any
other non-debtor included in the Exculpated Parties, from
liability to the SEC, in connection with any legal action or
claim brought by a governmental unit against a person.

All Parties and Entities are permanently enjoined, on and after
the Effective Date, on account of any Claim or Equity Interest
satisfied and released from:

   (a) commencing or continuing in any manner any action or other
       proceeding of any kind against any Debtor or any
       Reorganized Debtor, their successors, and their assets and
       properties;

   (b) enforcing, attaching, collecting or recovering by any
       manner or means any judgment, award, decree or order
       against any Debtor or any Reorganized Debtor, their
       successors and assigns, and their assets and properties;

   (c) creating, perfecting, or enforcing any encumbrance of any
       kind against any Debtor or any Reorganized Debtor or the
       property or estate of any Debtor or any Reorganized
       Debtor;

   (d) asserting any right of set off, subrogation or recoupment
       of any kind against any obligation due from any Debtor or
       any Reorganized Debtor or against the property or estate
       of any the Debtors or any of Reorganized Debtors, except
       to the extent a right to set off, recoupment or
       subrogation is asserted with respect to a timely filed
       proof of claim or as an affirmative defense to a Cause of
       Action or claim asserted by a Debtor or Reorganized Debtor
       against a party; or

   (e) commencing or continuing in any manner any action or other
       proceeding of any kind in respect of any Claim or Equity
       Interest or Cause of Action released or settled under the
       Plan.

As of the Effective Date, all indemnification provisions
currently in place for the current and former directors,
managers, members, officers, employees, attorneys, financial
advisors, other professionals and agents of the Debtors and their
affiliates will be deemed to have been assumed by the Reorganized
Debtors and will survive effectiveness of the Plan.

         Securities to Be Issued Under Confirmed Plan

On the Effective Date, New Dura will (i) issue the New Common
Stock to holders of the Class 3 Senior Notes Claims and the Class
5A U.S. Other General Unsecured Claims; and (ii) reserve for
issuance an appropriate number of shares of New Common Stock
pursuant to the terms of the certificate of designations of the
Convertible Preferred Stock and a post-Effective Date Management
Equity Incentive Plan.  

New Dura will also (i) issue the Convertible Preferred Stock to
the holders of the Second Lien Facility Claims as well as the
parties providing financing under New Money Second Lien Loan, and
(ii) reserve for issuance an appropriate number of shares of New
Common Stock pursuant to the terms of the post-Effective Date
Management Equity Incentive Plan.

The Equity Incentive Plan provides for up to 10% of the capital
stock of New Dura, on a fully-diluted basis, to be reserved for
issuance as grants of equity, restricted stock, or options.  The
New Common Stock will be subject to dilution by conversion of the
Convertible Preferred Stock and by any grants of New Common Stock
pursuant to the Management Equity Incentive Plan.

                           About DURA

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DURA AUTOMOTIVE: J.W. Korth Opposes Confirmation of Plan
--------------------------------------------------------
James W. Korth, managing partner of J.W. Korth & Company, on
behalf of an ad hoc committee of holders of more than
$100,000,000, of 8-5/8% Senior Bonds and 9% Subordinated Bonds
issued by DURA Automotive Systems, Inc., appealed to the U.S.
District Court for the District of Delaware an order by U.S.
Bankruptcy Court Judge Kevin Carey confirming the Debtors' Revised
Joint Plan of Reorganization.

Mr. Korth wants the District Court to determine whether:

   1. the U.S. Bankruptcy Court for the District of Delaware erred
      in not giving him sufficient notice to attend physically and
      then barring him from telephonically cross-examining
      witnesses at the Confirmation Hearing;

   2. the Bankruptcy Court erred in that he received the
      responses to his confirmation objection only a day before
      the Confirmation Hearing and thus had no reasonable time to
      prepare for the confirmation hearing and call or cross
      examine witnesses; and

   3. the Bankruptcy Court erred in that he received new expert
      reports only two days before the Confirmation Hearing along
      with 3,000 pages of new material and had no reasonable time
      to prepare for to cross-examine the witnesses put on by the
      Debtors.

In a separate filing, Mr. Korth asks the Bankruptcy Court to stay
the proceedings pending judgment on the appeal.  He says a stay
on Judge Carey's confirmation order is proper since he and other
bondholders may be irreparably harmed if the Debtors exit
bankruptcy without an investigation of his confirmation
objections.  He notes that his confirmation objections are
salient and deserve proper discovery, which the Bankruptcy Court
has improperly denied.

Rochester Hills, Michigan-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


DYNAMIC LEISURE: March 31 Balance Sheet Upside-Down by $21,495,703
------------------------------------------------------------------
Dynamic Leisure Corp.'s consolidated balance sheet at March 31,
2008, showed $8,736,132 in total assets and $30,231,835 in total
liabilities, resulting in a $21,495,703 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,236,768 in total current assets
available to pay $28,718,660 in total current liabilities.

The company reported a net loss of $12,260,817, on total revenues
of $2,248,336, for the first quarter ended March 31, 2008,
compared with net income of $804,353, on total revenues of
$1,971,393, in the same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cda

                     Going Concern Disclaimer

Salberg & Company, P.A., in Boca Raton, Fla., expressed
substantial doubt about Dynamic Leisure Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm reported that the company had a net loss
of $5,674,960 and net cash used in operations of $1,658,698 for
the year ended Dec. 31, 2007, and a working capital deficiency and
stockholders' deficit of $15,888,284 and $9,330,508, respectively,
at Dec. 31, 2007.  

In addition, the company was in default on convertible
promissory notes totaling $4,155,792 and unsecured promissory
notes of $156,434 as of March 31, 2008.

                About Dynamic Leisure Corporation

Headquartered in Tampa, Fla., Dynamic Leisure Corporation (OTC BB:
DYLI) -- http://www.dylicorp.com/-- with offices in New York City
and London, England, is a wholesaler and online international
technology-based leisure travel packager.  The company provides
worldwide vacation travel packages directly to the consumer,
travel agencies and other travel resellers.


EAST CANYON: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: East Canyon Inc.
                1943 N Campus Ave Suite 404B
                Upland, CA 91784

Case Number: 08-16218

Involuntary Petition Date: May 28, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Petitioner's Counsel:
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Leon Draper                      Unpaid note          $285,000
8300 Utica Ave 155
Rancho Cucamonga, CA 91730

Aramondo Portallo                Unpaid loan            48,200
27479 Bahama Ave
Hayward, CA 94545

Cathy Draper                     Services               22,100
8300 Utica Ave
Rancho Cucamonga, CA 91730


EDGAR MUNTZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Edgar R. Muntz, Jr.
        dba Muntz Realty Trust
        30 Floral Street
        Shrewsbury, MA 01545

Bankruptcy Case No.: 08-41591

Chapter 11 Petition Date: May 16, 2008

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Stephan M. Rodolakis
                  Pojani, Hurley, Ritter & Salvidio, LLP
                  446 Main Street
                  Worcester, MA 01608
                  Tel (508) 798-2480
                  Email phrsbankruptcy@yahoo.com

Total Assets: 1,921,989

Total Debts: 2,140,095

A copy of the Debtor's petition is available for free at:
http://bankrupt.com/misc/mab08-41591.pdf


EDGEN MURRAY: S&P 'B' Rating Remains Unchanged After Review
-----------------------------------------------------------
Standard & Poor's Ratings Services concluded a review of the bank
loan and recovery ratings on Baton Rouge, Louisiana-based Edgen
Murray LP (B/Stable/--) and its subsidiaries and those ratings are
unchanged.  The $425 million first-lien term loan is rated 'B',
the same as the corporate credit rating, with a recovery rating of
'3', indicating S&P's expectation of meaningful (50%-70%) recovery
in the event of a payment default.  The $75 million second-lien
term loan is rated 'CCC+', two notches below the corporate credit
rating, with a recovery rating of '6', indicating S&P's
expectation for negligible (0-10%) recovery in the event of a
payment default.
     
Ratings on specialty metals distributor Edgen Murray LP reflect
its niche position in the highly cyclical, competitive, and
volatile specialty steel pipe industry; the modest size and
limited scope of its operations; thin margins; inventory risk; and
very aggressive debt leverage. Still, current end markets remain
solid, and the company benefits from nominal capital expenditures
and countercyclical cash flow.

Ratings List

Edgen Murray LP
Corporate credit rating       B/Stable/--

Ratings Maintained
$425 million first-lien term loan   B
  Recovery rating                    3
  $75 million second-lien term loan. CCC+
  Recovery rating                    6


EDMETT CONSULTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Edmett Consulting Inc.
        dba Solutions Consulting Group
        5405 Morehouse Drive, Suite 300
        San Diego, CA 92121

Bankruptcy Case No.: 08-03933

Type of Business: The Debtor is into computer consulting business.

Chapter 11 Petition Date: May 8, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Craig E. Dwyer
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel (858) 268-9909
                  Fax (858) 268-4230
                  Email craigedwyer@aol.com

Total Assets: $150,000           

Total Debts: $1,306,614

A copy of the Debtor's petition is available for free at:
http://bankrupt.com/misc/cafb08-03933.pdf


EL DORADO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: El Dorado Hills Self-Storage LLC
        4980 Golden Foothill Pkwy.
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 08-26468

Type of Business: The Debtor is into self-storage business.

Chapter 11 Petition Date: May 16, 2008

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Donald W. Fitzgerald
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel (916) 329-7400

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

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

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
  AT&T Yellow Pages              Trade Debt            $22,801
  P.O. Box 989046
  West Sacramento, CA 95798-9046
  Tel (807) 869-5091

  Miguel Garcia                  Trade Debt            $11,615
  2838 Poplar Lane
  Placerville, CA 95667
  Tel (530) 642-9557

  De Lage Landen                 Trade Debt             $7,078
  c/o Flamm Boroff & Bacine
  794 Penllyn Pike
  Blue, PA 19422
  Tel (267) 419-1572

  Diversified/Marine Products    Trade Debt             $6,710

  B. West Marketing Group        Trade Debt             $6,316

  Blue Ribbon Personnel Service  Trade Debt             $5,094

  Supply side                    Trade Debt             $4,999

  Golden State Directory Corp.   Trade Debt             $4,960   

  Holt of California             Trade Debt             $4,719

  ThyssenKrupp Elevator Corp.    Trade Debt             $3,380

  Sonitrol                       Trade Debt             $3,331

  AT&T                           Trade Debt             $3,278

  Premium Financing Specialists  Trade Debt             $2,421

  GE Capital                     Trade Debt             $2,192

  PG&E                           Trade Debt             $2,026

  FedEx                          Trade Debt             $1,796

  Grapevine Apparel              Trade Debt             $1,166

  Becker Runkle & Laurie         Trade Debt             $1,145

  El Dorado Irrigation District  Trade Debt             $1,030

  Centershift                    Trade Debt             $1,007


EXAERIS INC: Court Confirms Chapter 11 Plan
--------------------------------------------
The U.S. Bankruptcy Court in Wilmington, Delaware, confirmed the
Chapter 11 plan of Exaeris Inc., Bill Rochelle of Bloomberg News
reports.

As reported in the Troubled Company Reporter on March 7, 2008,
under the proposed plan, the Debtor's assets will be sold to Jack
Kachkar in exchange for a waiver of the $2.1 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
$420,000.  Unsecured creditors with $5.5 million in claims will
divide what cash is left.  The disclosure statement doesn't
say how much creditors can expect to receive.

The Court 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.  The Court
determined that the sale might not benefit the creditors and might
not be in good faith.  The Court noted the lack of evidence about
the value of the assets being sold and the claims being waived.

The Chapter 11 trustee for debtor-affiliate Inyx USA Ltd.
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

Headquartered in Exton, Pennsylvania, Exaeris Inc. --
http://www.exaeris.com/-- focuses on the strategic   
commercialization of niche or enhanced pharmaceutical products,
marketing and promotion activities.  Inyx USA Ltd. and Exaeris are
wholly owned subsidiaries of Inyx, Inc. (OTC:IYXI) --   
http://www.inyxinc.com/-- a specialty pharmaceutical company.

Exaeris Inc. filed for chapter 11 protection on July 2, 2007
(Bankr. D. Del. Case Nos. 07-10887).  Anthony M. Saccullo, Esq.,
at Fox Rothschild, L.L.P., in Wilmington, Delaware, represents the
Debtor.  When Exaeris filed for protection from its creditors,
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.


FEDERAL-MOGUL: Professionals Seek Payment of $16,066,139 in Fees
----------------------------------------------------------------
Warren H. Smith & Associates seeks payment of $1,702,757 in fees
and reimbursement of $32,947 in expenses for services it rendered
as the auditor for Federal-Mogul Corp. and its debtor-affiliates
for the period from March 1, 2002, through Dec. 27, 2007.

In separate filings, two professionals filed amended final fee
applications:

                              Final
   Professional             Fee Period      Fees      Expenses
   ------------             ----------      ----      --------
                            10/01/01 -
   Gilbert Randolph LLP     12/27/07     $9,127,333   $522,394
  
                            10/01/01 -
   Hanly & Conroy           12/27/07      5,236,049    281,966

Gilbert Randolph previously requested payments of $9,134,237 in
fees and $504,449 in expenses.  The amended final fee application
reflects all reductions approved by the U.S. Bankruptcy Court for
the District of Delaware.

Hanly & Conroy previously requested payments of $5,149,916 in
fees and $307,992 in expenses.  The amended final fee application
addresses the discrepancies from the Fee Auditor's records of
Hanly & Conroy's total allowed fees and expenses.

The Debtors' counsel, James E. O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, filed certificates of
no objections to the final fee applications of FTI Consulting,
Inc., The Kenesis Group LLC, Warren H. Smith, AND Gilbert
Randolph.

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 168; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or         
215/945-7000)

                        *     *     *

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

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


FIFTH WORLD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Fifth World, LLC
        215 Disney Lane
        Sedona, AZ 86336

Bankruptcy Case No.: 08-06221

Chapter 11 Petition Date: May 28, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Donald W. Powell, Esq.
                  Email: d.powell@cplawfirm.com
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., Ste. 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  http://www.cplawfirm.com/

Estimated Assets: $19,043,750

Estimated Debts:   $7,866,465

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


FINANCE AMERICA: Notes Paydown Performance Cues Fitch Rating Cuts
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on one Finance America Net
Interest Margin notes.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.

Finance America CI-2 NIM Trust 2004-2
  -- $96,380 class N3 note downgraded to 'C/DR6' from 'BBB';
  -- $2.2 million class N4 note downgraded to 'C/DR6' from
     'CC/DR4';

  -- $1.5 million class N5 note remains at 'C/DR6'.
     Underlying Transaction: Finance America Mortgage Loan Trust,  
     series 2004-2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


FREMONT NET: Fitch Junks Ratings on Two Classes of NIM Notes
------------------------------------------------------------
Fitch Ratings has taken rating actions on two Fremont Net Interest
Margin notes.  Unless stated otherwise, any bonds that were
previously placed on Rating Watch Negative are now removed.

Fremont CI-5 NIM, series 2005-2
  -- $3.3 million class N1 note downgraded to 'C/DR6' from 'B';
Underlying Transaction: Fremont Home Loan Trust 2005-2

Fremont NIM 2006-A
  -- $5.2 million class N1 note downgraded to 'C/DR6' from 'B';
  -- $4.3 million class N2 note remains at 'C/DR6';
  -- $5.3 million class N3 note remains at 'C/DR6';
Underlying Transaction: Fremont Home Loan Trust 2006-A

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


GENERAL MOTORS: 19,000 Hourly Workers Accept Attrition Program
--------------------------------------------------------------
General Motors Corp. said roughly 19,000 of its U.S. hourly
employees have decided to take advantage of the company's
attrition program.  Most of the employees participating in the
program will leave the company no later than July 1, 2008.

GM will fill job openings with current employees whenever
possible, as spelled out in the provisions of the GM-UAW national
labor agreement.  In facilities where GM needs new employees,
those individuals would be hired in at the entry-level wage and
benefit structure.  The extent of the new hiring at each facility
will be determined on a plant-by-plant basis.

"Despite significant challenges in the U.S. market, we continue to
reshape our business for long-term success," Troy Clarke, Group
Vice President and President, GM North America, said.  "This
attrition program gives us an opportunity to restructure our U.S.
workforce through the entry-level wage and benefit structure for
new hourly employees."

Mr. Clarke recognized UAW leadership's role in negotiating the
2008 attrition program.  "We appreciate the UAW's support in
making business improvements that provide a more secure future for
General Motors and its employees," he said.

He also recognized employees' role in the continued transformation
of GM's business.

"Participation in the attrition program was an important, personal
choice for employees and their families," Mr. Clarke said.  "I
want to personally thank those who decided to participate for
their many contributions to General Motors.  For those who chose
to stay, we must continue to work together to build the world's
best products for our customers."

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

                          *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GREATNESS ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Greatness Enterprises, LLC
        1870 Harding Boulevard
        Baton Rouge, LA 70807

Bankruptcy Case No.: 08-10770

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: J. David Andress, Esq.
                  (bankruptcy@grandtitle.com)
                  Grand Law Firm
                  10537 Kentshire Court, Suite A
                  Baton Rouge, LA 70810
                  Tel: (225) 769-1414
                  Fax: (225) 769-2300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


GROUP 1: S&P Downgrades Corporate Credit Rating to BB- from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Group 1 Automotive Inc. to 'BB-' from 'BB'.  The outlook
has been revised to stable from negative.
      
"The downgrade reflects our expectation that in light of a very
difficult sales environment for the North American auto retailers,
the company's high leverage will not decline to levels consistent
with the previous rating," said Standard & Poor's credit analyst
Nancy Messer.  S&P do not expect Group 1 to generate sufficient
free cash flow during the year ahead to reduce debt significantly.  
S&P's opinion is based on its expectation that revenue and
profitability will be soft in 2008, while the company's
infrastructure investments and acquisitions to support business
expansion will continue.
     
The ratings on Group 1 reflect the company's high leverage
resulting from an aggressive acquisition strategy combined with
the competitive and cyclical challenges of the automotive retail
industry.  The majority of Group 1's 105 automotive dealerships
are in the Eastern and Central regions of the U.S., with the
remainder in California. Group 1 also has a small international
exposure, with three dealerships in the U.K.
     
The stable outlook reflects our opinion that Group 1's diverse
revenue sources, brand strength, and focus on operating
efficiencies should support the company's continued profitability.  
In the year ahead, S&P expect Group 1's high leverage to continue
as a result of large projected capital expenditures and
acquisitions.  S&P expect the company to be conservative with
regard to cash usage for dividend payouts and share repurchase
activity in 2008, given the potential for downside market
surprises.  Group 1's good returns on its used vehicle business,
aided by growth in its P&S and F&I businesses, should support the
company's credit measures in 2008, although the business' new
vehicle segments will remain under pressure.

S&P could revise the outlook to negative or lower the rating if
industry conditions weaken further or if greater use of cash flow
weakens the company's ability to manage its leverage position
during the next year.  S&P do not expect to revise the outlook to
positive in the next year, given market conditions.


GSAMP TRUST: S&P Puts Ratings on Default on Poor Collateral Pools
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage pass-through certificates issued by GSAMP
Trust 2006-S5 and three classes of asset-backed certificates
issued by Long Beach Mortgage Loan Trust 2006-A to 'D' from 'CCC'.
     
The downgrades reflect the deterioration of the collateral pools
as these transactions have continued to realize monthly net losses
at an unprecedented pace.  During the May 2008 distribution
period, net losses completely eroded the remaining subordination
for the downgraded classes, causing the transactions to be
undercollateralized.  The GSAMP transaction realized losses
during the current distribution of $6,501,753, approximately
$3.25 million more than the available subordination, while the
Long Beach transaction incurred losses of $15,845,786, roughly
$2.9 million above the subordination amount.  

Therefore, the collateral pools are undercollateralized by the
amount by which losses have exceeded the subordination amounts.  
S&P do not expect the mortgage pools to become fully
collateralized due to the transactions' performance and the
percentage of loans in the pools that are currently delinquent.  
     
As of the May 27, 2008, distribution date, cumulative realized
losses for GSAMP Trust 2006-S5 amounted to 36% of the original
pool balance, and total delinquencies were 32.34% of the current
pool balance.  During the past 12 months, monthly net losses have
averaged roughly $6.9 million.  This transaction is 21 months
seasoned and has an outstanding pool balance of 41.32%.
     
For Long Beach Mortgage Loan Trust 2006-A, cumulative realized
losses were 40.07% of the original balance, and total
delinquencies were 32.78% of the current balance.  During the past
12 months, monthly net losses have averaged roughly $12.20
million.  This transaction is 24 months seasoned and has an
outstanding pool balance of 37.54%.
     
These classes were originally rated 'AAA'.  S&P first lowered the
ratings on the GSAMP transaction on July 19, 2007, to 'AA', and on
the Long Beach transaction on Sept. 25, 2007, to 'A+'.  S&P
subsequently lowered the ratings on all of these classes to 'CCC'
on Dec. 20, 2007.
     
The collateral for the GSAMP transaction consists of closed-end,
primarily fixed-rate mortgage loans secured by second-lien
mortgages or deeds of trust on residential real properties.  The
mortgage loans were purchased from Fremont Investment & Loan,
Impac Funding Corp., NC Capital Corp., Meritage Mortgage Corp.,
Residential Funding Corp., and various mortgage loan sellers
through Goldman Sachs Mortgage Co.'s mortgage conduit program.  
The collateral for the Long Beach transaction consists of closed-
end, primarily fixed-rate mortgage loans secured by second-lien
mortgages or deeds of trust on residential real properties.  Long
Beach originated all of these mortgage loans.  Long Beach also
originated the first-lien mortgages, which are not part of this
securitization.


                          Ratings Lowered

                        GSAMP Trust 2006-S5

               Mortgage pass-through certificates

                                    Rating
                                    ------
                 Class            To      From
                 -----            --      ----
                 A-1, A-2         D       CCC

              Long Beach Mortgage Loan Trust 2006-A
                     Asset-backed certificates

                                    Rating
                                    ------
                 Class            To      From
                 -----            --      ----
                 A-1, A-2, A-3    D       CCC


GOLF DIAGNOSTIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Golf Diagnostic Imaging Center L.P.
        dba Diagnostic Imaging Center
        dba Premier Radiology Institute
        dba Woodridge Imaging Center
        9680 Golf Road
        Des Plaines, IL 60016

Bankruptcy Case No.: 08-12908

Description: Parvez Shirazi, president of Golf Imaging Service
             Corp., filed the petition on behalf of the Debtor.

Chapter 11 Petition Date: May 20, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Gregory K. Stern, Esq.
                  (gstern1@flash.net)
                  Gregory K. Stern, P.C.
                  53 West Jackson Blvd., Suite 1442
                  Chicago, IL 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289

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

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

A full copy of the Debtor's petition and list of 20 largest
unsecured creditors is available for free at:

            http://bankrupt.com/misc/ilnb08-12908.pdf


GREGORY GRIFFIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Gregory F. Griffin
        aka Greg Griffin
        203 Hawk Court
        Alamo, CA 94507

Bankruptcy Case No.: 08-42426

Chapter 11 Petition Date: May 15, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: C. Randall Bupp, Esq.
                  (randy@bsclaw.com)
                  Bardellini, Straw and Cavin
                  2000 Crow Canyon Pl. #330
                  San Ramon, CA 94583
                  Tel: (925) 277-3580
                  Fax: (925) 277-3591

Estimated Assets: $0 to $50,000

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

A full copy of the Debtor's petition and list of 20 largest
unsecured creditors is available for free at:

             http://bankrupt.com/misc/canb08-42426.pdf


HARBOUR WALK: Frustrates Foreclosure Attempt by Filing Bankruptcy
-----------------------------------------------------------------
A foreclosure move on Harbour Walk Preserve LLC's $16.5 million
commercial complex was halted after it filed for Chapter 11
protection with the U.S. Bankruptcy Court for the Southern
District of Florida, the PalmBeachPost.com reports.

Seacoast National Bank of Stuart, the Debtor's primary lender,
filed a foreclosure lawsuit to recover $14 million out of the
Debtor's $22 million credit line, the Post says.  In documents
submitted to the Court, the Debtor claims that the bank's move was
a "bad faith" attempt to "steal" the property.

Palm Beach Gardens, Florida-based Harbour Walk Preserve LLC filed
for Chapter 11 protection on May 23, 2008 (Bankr. S.D. Fla. Case
No. 08-16789).  Bradley S. Shraiberg, Esq., John E. Page, Esq., at
Kluger Peretz Kaplan & Berlin P.L., and Eyal Berger, Esq.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


HARWOOD PRODUCTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Harwood Products Inc.
        P.O. Box 224
        Branscomb, CA 95417
        (707) 984-6181

Bankruptcy Case No.: 08-10998

Description: Arthur C. Harwood, the Debtor's president, filed
             the petition on behalf of Harwood Products.

Chapter 11 Petition Date: May 23, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Thomas A. Willoughby, Esq.
                  (TWilloughby@ffwplaw.com)
                  Felderstein, Fitzgerald et al.
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel: (916) 329-7400

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

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

A full copy of the Debtor's list of 20 largest unsecured creditors
is available for free at:

          http://bankrupt.com/misc/canb08-10998-cred.pdf


GUARDIAN ENTERTAINMENT: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------------
Debtor: Guardian Entertainment, Ltd.
        71 Fifth Avenue
        New York, NY 10003

Bankruptcy Case No.: 07-13372

Debtor-affiliates filing separate Chapter 11 petitions filing on
May 7, 2008:

        Entity                                     Case No.
        ------                                     --------
        Bottlecap, LLC                             08-11716
        Guardian Technology Services, Inc.         08-11717

Type of Business: The Debtor produces feature films, commercials
                  and television properties for domestic and
                  foreign release in all markets.  See
                  http://www.guardianltd.com/

Chapter 11 Petition Date: October 25, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Clem G. Turner, Esq.
                  71 Fifth Avenue, 5th Floor
                  New York, NY 10003
                  Tel: (212) 727-4729

Guardian Entertainment's Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Guardian Entertainment, Ltd's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John K. Fulweiler              legal fees                  $4,700
Deorchis Wiener & Partners
61 Broadway, 26th Floor
New York, NY 10006-2802

B. Bottlecap, LLC did not file a list of its largest unsecured
   creditors.

C. Guardian Technology Services, Inc. did not file a list of its
   largest unsecured creditors.


HANOVER CAPITAL: Posts $23.3 Million Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
Hanover Capital Mortgage Holdings Inc.'s consolidated balance
sheet at March 31, 2008, showed $83.5 million in total assets, and
$132.5 million in total liabilities, resulting in a $49.0 million
total stockholders' deficit.

The company reported a net loss of $23.3 million for the first
quarter ended March 31, 2008, compared to net income of $863,000
in the same period of 2007.  

This decrease is primarily due to impairment expense of
$21.2 million for other-than-temporary declines in fair value of
the company's subordinate mortgage-backed securities portfolio, an
increase in interest expense in connection with the entry into a
repurchase agreement in August 2007, with Ramius Capital Group
LLC, and an increase in deferred financing fees charged to expense
in connection with the termination of the company's two committed
lines of credit, partially off-set by the reversal of a
$1.6 million reserve for the estimated costs of closing its
warehouse facility.

Net interest income was a loss of $857,000 for the three months
ended March 31, 2008, compared to net interest income of
$2.8 million in the same period of 2007 due to the increased
interest expense associated with the new fixed-term financing
facility the company established in August 2007.  

The company had no gains on sales of securities for the three
months ended March 31, 2008, compared to gains of $191,000 for the
three months ended March 31, 2007.

As of March 31, 2008, seriously delinquent loans, for the
subordinate mortgage-backed securites portfolio, are 0.83% of
collateral loan balances as compared to 0.55% as of Dec. 31, 2007.
The company said that although delinquencies are rising, they are
still significantly below those of Alt-A and Subprime collateral.
The company had losses of approximately $2.3 million allocated to
its subordinate mortgage-backed securities for the three months
ended March 31, 2008.

As of March 31, 2008, the overall estimated fair value of the
company's subordinate mortgage-backed securities portfolio pledged
under the repurchase agreement with Ramius Capital Group is below
the contractual repayment amount by approximately $22.5 million.

According to Hanover Capital, Generally Accepted Accounting
Principles preclude it from considering the contractual repayment
amount of the repurchase agreement with Ramius Capital, and its
recourse limitation, in determining either a fair value or a
realizable value for the company's subordinate mortgage-backed
securities.  As a result, the company recorded an other-than-
temporary impairment of $21.2 million during the three months
ended March 31, 2008.

This loss may be offset by a gain on settlement of debt in August
of 2008 if the company surrenders its subordinate mortgage-backed
securities portfolio under the repurchase agreement with Ramius
Capital.

John A. Burchett, the company's president and chief executive
officer, commented, "While we continue to operate during difficult
times in the mortgage industry, we are also continuing with our
efforts to raise capital sufficient to enable the company to
return to profitability and to provide a positive return for our
shareholders."

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cde

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 10, 2008,
Grant Thornton LLP, in New York, expressed substantial doubt about
Hanover Capital Mortgage Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.

The auditing firm said that the company has lost $80.0 million for
the year ended Dec. 31, 2007, which included $76.0 million in
impairment losses on mortgage-backed securities and the company
has terminated certain loan facilities because of covenant
violations and, as a result, these facilities are no longer
available to the company.

                      About Hanover Capital

Based in Edison, N.J., Hanover Capital Mortgage Holdings Inc.
(AMEX: HCM) -- http://www.hanovercapitalholdings.com/-- is a  
mortgage real estate investment trust.  The company invests in
prime mortgage loans and mortgage securities backed by prime
mortgage loans.


HOLOGIC INC: S&P Lifts Rating to B+ from B After Debt Repayment
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Hologic
Inc.'s convertible subordinated debt to 'B+' from 'B'.  S&P
revised the recovery rating on this unsecured instrument to '5',
indicating the expectation for modest (10% to 30%) recovery in the
unlikely event of a bankruptcy, from '6'.  At the same time, S&P
affirmed the 'BB-' corporate credit and 'BB+' senior secured
ratings.  The outlook is positive.
     
"The upgrade reflects the rapid repayment of senior secured
acquisition debt," said Standard & Poor's credit analyst David
Lugg.  In October 2007, Hologic purchased unrated Cytyc Corp. in a
$6 billion transaction.  Hologic funded a portion of this purchase
with a secured credit facility, which was significantly reduced
with the proceeds of a $1.7 billion convertible issue in December.  
Since then, the company has repaid another $570 million of term
loans, reducing the facility balance to $89.6 million as of March
31, 2008.  In aggregate, Hologic has reduced its debt by 24% from
the October peak, far exceeding Standard & Poor's more modest
expectations.  The rapid reduction in secured bank loans
disproportionally benefits the unsecured convertible issue,
providing improved recovery prospects in the unlikely event of
default.
     
The 'BB-' rating reflects Hologic's initially high leverage, short
track record of success, challenge to integrate the acquisition of
Cytyc, and strong positions in attractive specialty medical
markets.  This transforming transaction almost doubled the size of
Hologic, adding product and geographic breadth.  The combined
company's specialty surgical and diagnostic products focus on the
medical needs of women--a market characterized by limited
competition from a few, but very large, firms and some exposure to
reimbursement challenges.  Technological innovation that produces
more accurate, easier-to-use products is a key to success in this
market.
     
The outlook is positive.  Continued successful integration of the
Cytyc business, combined with additional debt repayment could
create the conditions needed for a higher rating within two years.  
Although moderating somewhat, the continued strong double-digit
growth of Hologic products should provide the cash flow needed for
rapid debt repayment.  S&P expect the company to continue to make
smaller acquisitions that bolster its market presence.  If the
company were to encounter an unusually difficult integration or
make additional large debt-financed acquisitions, there would be
little rationale for an upgrade.


IMAGEWARE SYSTEMS: Posts $1,904,000 Net Loss in 2008 First Quarter
------------------------------------------------------------------
Imageware Systems Inc. reported a net loss of $1,904,000, on
revenues of $1,383,000, for the first quarter ended March 31,
2008, compared with a net loss of $2,432,000, on revenues of
$1,336,000, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$8,397,000 in total assets, $6,961,000 in total liabilities, and
$1,436,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,652,000 in total current assets
available to pay $5,760,000 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cdb

                     Going Concern Disclaimer

Stonefield Josephson Inc., in Los Angeles, expressed substantial
doubt about ImageWare Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditng firm
pointed to the company's substantial net losses since inception
and substantial monetary liabilities as of Dec. 31, 2007.  

                     About ImageWare Systems

Headquartered in San Diego, ImageWare Systems Inc. (AMEX: IW) --
http://www.iwsinc.com/-- is a developer and provider of identity  
management solutions, providing biometric, secure credential, law
enforcement and digital imaging technologies.  ImageWare's
identification products are used to manage and issue secure
credentials including national IDs, passports, driver licenses,
smart cards and access control credentials.  ImageWare's digital
booking products provide law enforcement with integrated mug shot,
fingerprint Livescan and investigative capabilities.  ImageWare
also maintains offices in Washington, D.C. and Canada.


IMPAC MORTGAGE: Mulls Preferred Stocks Offering to Save Cash
------------------------------------------------------------
Impac Mortgage Holdings Inc. is considering making an offer to the
holders of its Series B and Series C Preferred Stock, to exchange
those shares for common stock of the company.  

The company has included within its preliminary proxy statement a
request for common stockholders to approve the issuance of common
stock in excess of 20% of the outstanding shares in connection
with the possibility of such an exchange.  

If approved, and if completed, it would reduce the company's
continuing obligation to pay or accrue quarterly preferred
dividends, thereby allowing the company to use or preserve the
cash for other purposes.  Further, if completed on favorable terms
it may have the effect of increasing common stockholders' equity.

Additionally, the company disclosed that the company's motion to
dismiss the 2006 class action that was originally filed
in January 2006 was granted by the court with prejudice on May 19,
2008, so the matter cannot be refiled.

"The granting of the motion to dismiss the class action lawsuit is
a huge win for the company," Joseph R. Tomkinson, chairman and
chief executive officer of Impac Mortgage Holdings Inc. stated.

"Additionally the possible exchange offer to swap preferred for
common stock could have a very positive effect on the liquidity of
the company.  If successful, not only will it reduce our fixed
dividend expense it will also strengthen the company's capital
structure.  Ultimately a successful exchange offering will help
management in its attempt to rebuild shareholder value."

                       About Impac Mortgage

Headquartered in Irvine, California, Impac Mortgage Holdings Inc.
(NYSE: IMH) -- http://www.impaccompanies.com/--  is a mortgage
REIT, which through its Long Term Investment Operations is
primarily invested in non-conforming Alt A mortgage loans (Alt-A)
and to a lesser extent small balance commercial and multi-family
loans.  The company also operates a significantly reduced Mortgage
Operations, which acquires, originates and sells conforming loans
that are eligible for sale to government sponsored agencies.  The
company is organized as a REIT for tax purposes, which generally
allows it to pass through earnings to stockholders without federal
income tax at the corporate level.

                          *     *     *

At Dec. 31, 2007, the company's balance sheet showed total assets
of $17.3 billion and total liabilities $18.4 billion, resulting in
a total stockholders' deficit of roughly $1.1 billion.


ITREX INTERNATIONAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Itrex International Corporation
                17716 Castellammare Drive
                Pacific Palisades, CA 90272

Involuntary Petition Date: May 22, 2008

Case Number: 08-17071

Chapter: 11

Court: Central District of California (Los Angeles)

Judge: Sheri Bluebond

Pat Shuster's Counsel: Simon J. Dunstan, Esq.
                       Hughes & Dunstan, LLP
                       21650 Oxnard Street, #1960
                       Woodland Hills, CA 91367
         
Petitioners                      Nature of Claim   Claim Amount
-----------                      ---------------   ------------


Pat Shuster                      Promissory Note       $500,000
6424 Big A Road
Douglasville, GA 30135

Patrick Doran                    Promissory Note       $365,000
885 Woodstock Road, #430-342
Roswell, GA 30075-2274

William Wagner                   Promissory Note       $250,000
3879 Flowerland Drive
Atlanta, GA 30319


JETBLUE AIRWAYS: Amends Deutsche Lufthansa Stock Purchase Pact
--------------------------------------------------------------
JetBlue Airways Corporation entered into a supplement agreement
with Deutsche Lufthansa AG, an aktiengesellschaft organized under
the laws of the Federal Republic of Germany, amending the Stock
Purchase Agreement dated Dec. 13, 2007 between the Investor and
the company.

Under the terms of the Supplement, the company agreed to limit its
issuance of common stock of the company to 45.1 million shares in
connection with the share lending facility of the recently
announced convertible debt offering.  The parties also agreed to
amend the Stock Purchase Agreement to remove the twelve month
waiting period for the right to nominate an additional director,
remove the references to an additional director class designation
and reduce the common stockholding threshold for the Investor to
have to the ability to nominate an additional director from 15% to
12%, in the event of a vacancy on the company’s Board of
Directors.  The Supplement additionally provides that it will be
of no force and effect if the convertible debt offering is not
consummated.

A full-text copy of the Supplement Agreement is available for free
at http://ResearchArchives.com/t/s?2ce6

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service downgraded the corporate family rating
of JetBlue Airways Corporation to Caa1 from B3, well as the
ratings of its outstanding corporate debt instruments and selected
classes of JetBlue's Enhanced Equipment Trust Certificates.  The
rating outlook is negative.


JOHN O'SULLIVAN: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: John Michael O'Sullivan
        P.O. Box 162
        Drytown, CA 95699

Bankruptcy Case No.: 08-26388

Chapter 11 Petition Date: May 15, 2008

Court: Eastern District of California (Sacramento)

Judge: Hon. Thomas Holman

Debtor's Counsel: W. Austin Cooper
                  2151 River Plaza Dr #195
                  Sacramento, CA 95833
                  Telephone (916) 927-2525

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

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

The Debtor's petition and list of its 6 largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/caeb08-26388.pdf


KANSAS CITY SOUTHERN: S&P Rates $275MM Sr. Unsecured Debt 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Kansas City Southern Railway Co.'s $275 million senior unsecured
debt due 2015, one notch higher than the corporate credit rating
on parent company Kansas City Southern.  S&P also assigned a
recovery rating of '2' to the notes, indicating that lenders can
expect substantial (70%-90%) recovery in the event of a payment
default.  The notes are guaranteed by Kansas City Southern.  S&P  
have affirmed its 'B+' long-term corporate credit on Kansas City
Southern.  Proceeds from the new debt issuance will be used to
repurchase $200 million aggregate principal amount of 9.5% notes
due 2008 and related fees, to reduce drawings under KCSR's
revolving credit facility, and for general corporate purposes.
     
The ratings on Kansas City Southern reflect its highly leveraged
capital structure, substantial capital spending requirements, and
challenges associated with its integration of Kansas City Southern
de Mexico S. de R.L. de C.V., the Mexican railroad company it
acquired in April 2005.  Offsetting these risks to some extent are
the favorable characteristics of the U.S. freight railroad
industry and the company's strategically located rail network.
     
Kansas City Southern has strengthened its financial profile and
liquidity somewhat over the past year as a result of generally
favorable industry conditions and improved operating efficiency.  
The proposed refinancing will further enhance liquidity as will
the expected redemption of the 4.25% series C preferred stock
which the company has stated is likely to occur around June 1,
2008.  Funds from operations to debt is now in the upper-teens
percentage area (versus 8% in 2005), and adjusted debt to capital
is in the mid-50% area (compared with the low-60% area in 2005).  

Although debt levels are likely to remain relatively unchanged
because of ongoing investments in infrastructure and equipment,
S&P expect further improvement in operating metrics over time as
the company benefits from some new revenue opportunities, a
continuing favorable pricing environment, and further efficiency
gains, although the slowing U.S. economy could temper volume gains
over the short term.
     
If Kansas City Southern continues to bolster its liquidity
position and improve its operating performance, S&P are likely to
raise ratings within the next 12 months.  If liquidity
deteriorates--either as a result of operating pressures,
investment requirements, or early termination of the credit
facility (which could happen if upcoming debt maturities are not
refinanced at least 90 days before their maturity)--S&P would
likely lower ratings.


LA CORTINA: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: La Cortina, Inc.
        P.O. Box 711
        Litchfield, CT 06759
        dba
        Cortina Inn & Resort

Bankruptcy Case No.: 08-31691

Type of Business: The Debtor operates an inn.
                  See: http://www.cortinainn.com

Chapter 11 Petition Date: May 27, 2008

Court: District of Connecticut (New Haven)

Judge: Honorable Lorraine Murphy Weil

Debtor's Counsel: Edward P. Jurkiewicz, Esq.
                      Lawrence & Jurkiewicz LLC
                      30 East Main Street
                      Avon, CT 06001
                      Phone: 860-677-6416
                      Fax: 860-677-5005
                      E-mail: edwardjurkiewicz@sbcglobal.net

Estimated Assets: $10,000,001

Estimated Debts:   $1,000,001

Debtor's XX Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   WSI Environmental Service    trade debt            50,500
   140 White Rocks Picnic
   Wallingford, VT 05773

   Ultramar                     trade debt            47,355
   399 innovation Dr.
   North Clarendon, VT 05759

   Central Vermont Public       tax debt              29,077
   Service
   P.O. Box 819
   442 Casella Lane
   Rutland, VT 05701

   City of Rutland              tax debt              27,004

   Appalachian Trail            trade debt            21,938

   US Food Service              trade debt            21,079

   Alpine Pipeline Co.          trade debt            17,492

   Burlington Reinhart          trade debt            16,213

   Sysco Food Service           trade debt            12,443

   Guard Insurance              trade debt             9,250

   Irving Oil Corp.             trade debt             7,908

   People's Laundry Inc.        trade debt             7,477

   Casella Waste Management     trade debt             6,049

   Sterling Valley Systems Inc. trade debt             5,894

   Travelclick                  trade debt             5,563

   New England Air Systems      trade debt             5,080

   VACE Health Insurance        trade debt             4,769

   AI's Sewer & Drain           trade debt             4,512
     Adventures    
   Springer-Miller Systems      trade debt             4,484


   
LANDING DEVELOPMENT: Case Summary & 51 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Landing Development, LLC
             aka Volare at Eagle Landings
             aka Marnella Homes
             18318 Southeast Abernethy Lane
             Milwaukee, OR 97267-6657

Bankruptcy Case No.: 08-31686

Debtor-affiliate filing separate Chapter 11 petitions on May 20,
2008:

      Entity                               Case No.
      ------                               --------
      Marnella Homes, LLC                  08-32350

Debtor-affiliates that filed separate Chapter 11 petitions on
April 14, 2008:

      Entity                               Case No.
      ------                               --------
      Tony Marnella Inc.                   08-31685
      Anthony Lawrence Marnella            08-31688

Type of Business: The Debtors ae home builders.  See
                  http://www.marnellahomes.com/

Chapter 11 Petition Date: April 14, 2008

Court: District of Oregon

Judge: Elizabeth L. Perris

Debtors' Counsel: Susan S. Ford, esq.
                  Sussman Shank, LLP
                  1000 S.W. Broadway, Ste. 1400
                  Portland, OR 97205
                  Tel: (503) 227-1111
                  Fax: (503) 248-0130
                     (susanf@sussmanshank.com)
                  http://www.sussmanshank.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

A. Marnella Homes, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Moorer Excavation Inc.         Subcontractor             $180,617
P.O. Box 30569
Portland, OR 97294-3569

SuperFloors                    Subcontractor             $109,573
6911 South 196th Street
Kent, WA 98032

Turn Key Building              Subcontractor              $61,295
Products LLC
235 Beavercreek Road C-141
Oregon City, OR 97045

P R Drywall LLC                Subcontractor              $36,046

Crystal Springs                Subcontractor              $31,080

AK Painting LLC                Subcontractor              $28,427

Whirlpool                      Subcontractor              $26,519

5-J's Construction             Subcontractor              $26,128
Services LLC

Frame Tech Group               Subcontractor              $24,531

Richard Smith Concrete         Subcontractor              $24,228

B&G Plumbing                   Subcontractor              $24,037

Valley Line Cabinets           Subcontractor              $19,197

Builders Masonry Contractors   Subcontractor              $16,548

DMS Electric & Lighting Inc.   Subcontractor              $15,653

ESP Supply Co.                 Subcontractor              $13,498

Oregon Comfort Heating Inc.    Subcontractor              $13,477

Room by Room                   Subcontractor               $9,971

E&L Cabinets                   Subcontractor               $9,883

Northwest Surveying Inc.       Subcontractor               $7,116

Kyllo Insurance Services       Services                    $6,825
Northwest Inc.

B. Landing Development, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Moore Excavation, Inc.         Sub-Contractor            $180,617
P.O. Box 30569
Portland, OR 97294-3569
Tel: (503) 252-1180

Veritas Investment Co.         Services                   $91,950
Attn: Adrian Huetner, CFO
10220 S.E. Causey Ave.
Happy Valley, OR 97086
Tel: (503) 936-1400

SuperFloors                    Sub-Contractor             $80,429
6911 S. 196th Street
Kent, WA 98032
Tel: (971) 249-1400

Marnella Communities                                      $76,762

Turn Key Building Products,    Sub-Contractor             $56,786
LLC

P.R. Drywall, LLC              Sub-Contractor             $35,394

AK Painting, LLC               Sub-Contractor             $28,428

5-J's Construction Services,   Sub-Contractor             $26,254
  LLC

Whirlpool                      Sub-Contractor             $24,281

Richard Smith Concrete         Sub-Contractor             $24,228

B&G Plumbing                   Sub-Contractor             $22,339

Frame Tech Group               Sub-Contractor             $21,489

Crystal Springs                Sub-Contractor             $21,039

Marnella Homes                                            $18,674

Valley Line Cabinets           Sub-Contractor             $12,512

Oregon Comfort Heating, Inc.   Sub-Contractor             $11,602

DMS Electric & Lighting, Inc.  Sub-Contractor             $11,029

E&L Cabinets                   Sub-Contractor              $9,883

ESP Supply Co.                 Sub-Contractor              $9,680

Room by Room                   Sub-Contractor              $6,887

C. Tony Marnella, Inc's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Family Insurance      vendor                     unknown
Attn: Bankruptcy
P.O. Box 9462
Minneapolis, MN 55440-9462

AT&T                           vendor                     unknown
Attn: Bankruptcy
P.O. Box 30459
Los Angeles, CA 90030
Tel: 1-800-331-0500

Marnella Homes, LLC            vendor                      $1,019
Attn: Liz Cantu
18318 S.E. Abernethy Lane
Portland, OR 97267
Tel: (503) 654-6642

Providenza & Boekelheide, Inc. vendor                        $487

Verizon Northwest              vendor                         $65

D. Anthony Lawrence Marnella's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IRS Insolvency III             Income Tax              $1,250,000
Attn: Jeffrey Werstler
Bkcy. Dept. MS O240
1220 S.W. 3rd Ave.
Portland, OR 97204
Tel: (503) 326-3292

ODR-Bkcy                       Income Tax                $300,000
Attn: Melissa Jungling
955 Center N.E., Ste. 353
Salem, OR 97301-2555
Tel: (503) 945-8145

Sterling Savings Bank          Credit Card                $50,575
FIA Card Services
P.O. Box 37271
Baltimore, MD 21297
Attn: Heidi B. Stanley,
President & CEO
2550 North Loop West
Houston, TX 77092
Tel: (713) 466-8300

Citi Cards                     Credit Card                $36,927
P.O. Box 6414
The Lakes, NV 88901
Attn: Vikram Pandit,
President & CEO
111 Sylvan Ave.
Englewood Cliffs, NJ 07632
Tel: (605) 335-2222

Key Bank                       Credit Line                $18,700
P.O. Box 94932
Cleveland, OH 44101
Attn: Henry L. Meyer III, CEO
127 Public Square
Cleveland, OH 44114
Tel: (716) 838-7200

Laurel P. Hook                 Personal Debt              $15,000
Attn: Stahancyk Kent Johnson
& Hook
808 S.W. 15th Ave.
Portland, OR 97205
Tel: (503) 222-9115


LEVITZ FURNITURE: May Continue HSBC Sales Tax Deal Until Dec. 2009
------------------------------------------------------------------
PLVTZ Inc., aka Levitz Furniture Inc., and HSBC Bank Nevada, N.A.,
won approval from the U.S. Bankruptcy Court for the Southern
District of New York to continue their business transaction in
accordance with the merchant agreement until Feb. 11, 2008, and
the sales tax agreement until Dec. 31, 2009.

The merchant agreement dated Dec. 20, 2002, was inked by the
Debtor and HSBC for the implementation of a private label
revolving credit card program for the Debtor's customers.  In
connection to this, the parties reached the sales tax agreement
permitting them to pursue sales tax refunds, deductions, amended
returns, credits and audit offsets, in case a customer fails to
pay off the purchased goods.

In its order, the Court permitted the parties to recoup or set
off the $911,380, owing to HSBC against the $1,464,650, which  
the bank owes to the Debtor.  It also authorized the increase of
the cash reserve fund from $130,000 to $800,000, with HSBC
retaining the fund to secure the Debtor's obligations under the
two contracts.

HSBC was directed to pay the Debtor the remaining balance of
$423,269 as well as $36,149 for all the claims asserted by the
Debtor in connection with the "return of discount" for the fourth
quarter of 2007.  

Meanwhile, the Debtor was directed to provide an employee until
Sept. 30, 2008, to assist HSBC in resolving disputes with the
cardholders.  The Debtor was also required to:

   (i) execute an assignment or election, designating HSBC or
       its affiliate as the party eligible to file and collect
       sales tax refunds from the State of California effective
       as of Jan. 1, 2008; and

  (ii) claim the sales tax refunds as well as deductions,
       amended returns, credits and audit offsets, due and
       owing from the State of New York starting from January 1,
       2007, and remit to HSBC the amounts due.

About 60% of the refunds, deductions, amended returns, credits and
audit offsets, that are due the Debtor starting Oct. 1, 2007, from
the States of California and New York, will be allocated to HSBC
while the remaining 40% will be allocated to the Debtor.

HSBC has the option to extend the date for terminating the Sales
Tax Agreement.

            HSBC Amends Request to Lift Automatic Stay

The Troubled Company Reporter, on Jan 2, 2008, related that HSBC
had amended its request asking the Court to modify the automatic
stay so that it may set off any amounts it owed to PLVTZ under a
merchant agreement by the amounts owed by the Debtor under the
sales tax agreement.

Michael L. Molinaro, Esq., at Loeb & Loeb, in Chicago, Illinois,
disclosed that after HSBC filed its original request on Dec. 3,
2007, it discovered that the Debtor owes more than $245,000 for
refunds that it received from the State of California.

HSBC already notified the Debtor's counsel its intent to set
off the refunds against amounts it owes to the Debtor under the
merchant agreement and to freeze the funding under the agreement
in an amount equal to what is owed to HSBC under the sales
tax agreement.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Court Extends Lease Period Under Raymours Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
at the behest of PLVTZ Inc., aka Levitz Furniture Inc., Raymours
Furniture Company, Inc., Vertical Industrial Park Associates and
Hilco Merchant Resources LLC, approved a stipulation extending
time for the assumption and assignment of the Debtor's lease for
its store and warehouse located at 6626 Metropolitan Avenue,
Middle Village in Queens, New York.

Pursuant to the stipulation, the parties agreed that:

   (i) the time for assuming and assigning the Debtor's lease in
       Middle Village be extended by one day for each day that
       elapses starting April 17, 2008, until the Clerk of the
       Court enters on the docket a court order approving or
       denying the proposed assumption and assignment of that
       lease; and

  (ii) the date for the assumption and assignment of the lease
       should not be extended past July 25, 2008.

In connection to this, Vertical withdrew its prior objection to
the proposed assumption and assignment of the lease in Middle
Village.

                         Debtors' Motion

PLVTZ had sought the Court's authority to assume and assign to
Raymours the lease for its store and warehouse located in Middle
Village.

The assumption and assignment of the Lease is part of PLVTZ's
obligation under an agreement for a joint venture led by Hilco,
which the Court approved on Dec. 4, 2007.  The Lease was first
entered into in 1993 by Levitz Furniture Corporation and Vertical
Industrial Park Associates.  Levitz' interest in the Lease has
ultimately vested in PLVTZ by virtue of an order issued by Judge
Burton R. Lifland, assuming and assigning the Lease to PLVTZ.

Paul D. Leake, Esq., at Jones Day, in New York, contends that the
request is warranted since PLVTZ has satisfied the standards for
a valid assumption and assignment of lease.

             Raymours Response to Court's Questioning

The Court held a hearing on Jan. 11, 2008, to consider the
assignment motion filed by the Debtors, and Vertical's objection
to the motion.

At the hearing, the Court questioned whether Raymours had standing
to appear in support of the Debtors' Motion, stating that the
"there is a lot of law in this district that makes the bidders
debatable."

According to Joshua I. Divack, Esq., at Hahn & Hessen LLP, in New
York, Raymours does not disagree with the Court's general
statement of law at the Jan. 11, 2008 hearing.  However, the
Court's statement does not properly describe Raymours' interest
with respect to the Assignment Motion and the Middle Village
Lease, he said.

"It is well-settled in the Second Circuit of the Court of Appeals
that an unsuccessful bidder generally lacks standing to challenge
a bankruptcy court's approval of a sale transaction," Mr. Divack
said citing Kabro Assoc. of West Islip, LLC v. Colony Hill Assoc.  
However, Raymours is not an "unsuccessful bidder" for the Middle
Village Lease, he added.

Raymours paid more than $12,300,000 of consideration to Hilco and
five other joint venture partners, for the right to control
designation rights for a substantial portion of the Leases and for
the direct assumption of the Middle Village Lease from the Debtor.  
According to Mr. Divack, Raymours holds a direct pecuniary
interest in the Middle Village Lease, which is adversely
threatened by Vertical, and which will be adversely and directly
affected if the Court denies the Assignment Motion or delay its
disposition until after the passing of the June 5, 2008 deadline
for the Debtor to assume, assume and assign, or reject all of its
nonresidential real property leases, including the lease for its
store in Middle Village.  

"This Court should grant the Assignment Motion," Mr. Divack
asserted.  Vertical has not raised any issues truly cognizable
under Section 365 of the Bankruptcy Code in its objections to the
Assignment Motion, which are now the sole issues before the
Court, he says.

Mr. Devick related that if Vertical is permitted to allow its
allegations of bad faith to result in the Debtor's rejection of
the Middle Village Lease on equitable grounds, then Vertical will
have used the Court's jurisdiction to conduct plenary appellate
review of the State Court and overturn the State Court's
determination that Vertical is not entitled to an equitable
remedy.  "Vertical's attempt to obtain an impermissible result,
violative of so many established legal doctrines, is naked forum
shopping at its worst and should not be countenanced by the
Court," Mr. Divack said.

Vertical has argued that the Debtor's estate will be best served
if it reneges on its agreement to assign the Middle Village Lease
to Raymours and the Court authorizes rejection of the Middle
Village Lease, because it is now offering to pay $500,000 and to
release its prepetition claims.  Mr. Devick pointed out that the
Debtor reasonably exercised its business judgment at the Auction
and agreed to assign the Middle Village Lease to Raymours as an
integral part of the Auction and the Sale Motion.

Accordingly, Raymours asked the Court to enter the Assignment
Order as expeditiously as possible, given the upcoming Deemed
Rejection Date of June 5.  In the interim, Raymours continues to
expend out-of-pocket funds to reimburse the Debtor's rent and
other payments to Vertical under the Middle Village Lease but has
no practical ability to use and enjoy the premises for which it
is paying these expenses, Mr. Devick said.

                     About Raymours Furniture

Raymours Furniture Company, Inc., which opened its first store in
1947, is currently listed as the 11th largest conventional
furniture and bedding retailer in the United States.  It has more
than 72 retail stores in six states and employs about 3,900
associates.
   
                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: YA Global Requests Rule 2004 Examination
----------------------------------------------------------
YA Global Investments, L.P., creditor and party-in-interest and
transferee of certain potential claims and causes of action of
the estate in the case of PLVTZ Inc., aka Levitz Furniture Inc.
and PLVTZ LLC, asked the U.S. Bankruptcy Court for the Southern
District of New York, pursuant to Section 105 of the Bankruptcy
Code and Rule 2004 of the Federal Rules of Bankruptcy
Procedure, to issue an order:

   (a) authorizing the examination of certain witnesses; and

   (b) compelling the production of documents in connection with
       YA Global's investigation of potential claims and causes
       of action.

Richard L. Mattiaccio, Esq., at Squire, Sanders & Dempsey LLP in
New York, informed the Court that estate insiders may have engaged
in certain misconduct -- giving rise to estate insider claims --
including:

   -- the grossly negligent or reckless supervision of the
      preparation of financial reports;

   -- the grossly negligent or reckless supervision, monitoring
      or managing of the accounting, financial and operating
      departments and affairs of the Debtor;

   -- causing waste of assets and erosion of the value of the
      Debtor;

   -- failing to conduct the affairs of the Debtor as an entity
      separate and apart from Prentice Capital Management, an
      affiliate of the Debtor's majority shareholder, and
      Prentice's affiliated entities;

   -- allowing particular creditors or equity holders to be
      favored at the expense of the Debtor or its estate;

   -- appointing or maintaining members of the Debtor's        
      management who abdicated their fiduciary responsibilities;

   -- authorizing the Debtor to incur financial obligations at
      a time when the Debtor would not be able to meet those
      obligations;

   -- allowing the interests of others to take precedence over
      the best interests of the Debtor, its shareholders, and
      its creditors;

   -- acting on both sides of transactions or receiving a
      benefit not received by the shareholders; and

   -- failing to supervise the officers or managers who were
      directly responsible for failures and errors.

YA Global asked the Court to compel production of documents
related to the items disclosed, and for authorization to conduct
examinations through the deposition of persons with knowledge, so
that YA Global can evaluate its potential claims and rights of
recovery that constitute Estate Insider Claims.

In particular, Mr. Mattiaccio said, YA Global seeks to obtain the
production of documents from the Debtor and to examine and obtain
the production of documents from Warren Bishop, Jonathan Duskin,
Jane Gilmartin, Kathleen M. Guinnessey, Ronald Kaplan, Chas
Phillips, Don Platt, David Scharf, Mark Scott, Sam Scruggs,
Robert Webber, Lawrence Zigerelli, and Michael Zimmerman.

YA Global expressly reserves the right to examine other witnesses
after its review of the production of documents and examination
of the witnesses, including but not limited to the examination
of:

   (a) any person who was a member of the Debtor's Board of
       Directors or was an officer or was an employee at any time
       between Jan. 1, 2007, and the bankruptcy filing; or
    
   (b) was a third-party investor, counterparty, or other entity
       or individual with reason to have relevant information
       concerning the Debtor's business decisions and other
       events and circumstances that precipitated the Debtor's
       Chapter 11 filing; or

   (c) was an accountant or attorney for the Debtor at the
       relevant time.

Mr. Mattiaccio further noted that YA Global seeks information
with respect to its potential claims and rights of recovery on
the Estate Insider Claims which, if established, may lessen its
claim against other assets of the estate, and provide for payment
to the GUC Trust and to the Debtor's estate in accordance with
the provisions of the stipulation and final order authorizing the
use of cash collateral and granting adequate protection.

                   About Levitz Furniture/PVLTZ

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules show total
assets of $123,842,190 and total liabilities of $76,421,661.

The Debtors' exclusive period to file a chapter 11 plan expired on
March 7, 2008.  On March 28, 2008, the Court dismissed the chapter
11 cases of Levitz II (Levitz Home Furnishings Inc., and its
remaining six debtor-affiliates).  (Levitz Bankruptcy News, Issue
No. 40; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEXINGTON PRECISION: W.Y. Campbell Approved as Financial Advisor
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York authorized Lexington Precision Corp. and its debtor-
affiliates to employ W.Y. Campbell & Company as their financial
advisor.

As reported in the Troubled Company Reporter on May 21, 2008, as
the Debtors' financial advisor, W.Y. Campbell is expected to:

   a) identify, review, evaluate and initiate potential financing
      transactions or other transactions to the extent deemed
      desirable by the Debtors;

   b) review and analyze the assets and the operating and
      financial strategies of the Debtors to the extent the firm
      deems necessary, appropriate and feasible, or as the Debtors
      may request;

   c) assist in the definition of objectives related to value and
      terms of a financing or transaction;

   d) assist in identification of the Debtors' proprietary
      attributes;

   e) identify and solicit appropriate financing or transaction
      parties;

   f) prepare and distribute confidentiality agreements and
      appropriate materials -- to include placement or offering         
      memorandums, management presentations, and other
      documentation as may be required or appropriate;

   g) the initiation of discussions and negotiations with
      prospective financing or transaction parties;

   h) assist the Debtors and its other professionals in reviewing
      and evaluating the terms of any proposed transaction,
      financing or other transaction, in responding thereto and,
      if directed, in developing and evaluating alternative
      proposals for a financing, transaction or other transaction;

   i) review and analyze any proposals the Debtors receives from
      third parties in connection with a transaction, financing or
      other transaction;

   j) assist and participate in negotiations with the parties in
      interest in connection with a transaction, financing or
      other transaction;

   k) advise and attend meetings of the Debtors' Board of
      Directors, creditor groups, official constituencies and
      other interested parties, as the Debtors determines to be
      necessary or desirable;

   l) participate, if requested, in hearings before this Court or
      any other court as the Debtors may request and provide
      relevant testimony with respect to the matters described
      herein and issues arising with respect thereto in connection
      with any proposed chapter 11 plan;

   m) assist the Debtors' internal and external counsel to enable
      such counsel to provide legal advice to the Debtors, as
      contemplated under the engagement letter, dated
      April 1, 2008; and

   n) render such other financial advisory and investment banking
      services as may be reasonably requested by the Debtors in
      connection with any of the foregoing.

The Debtors will pay a host of fees to the firm -- including a
$50,000 monthly cash advisory fee and a $650,000 exit fee upon the
Debtors' successful exit from Chapter 11.

Andre A. Augier, a managing director of the firm, assured the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                     About Lexington Precision

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufacture tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LEXINGTON PRECISION: Can File Schedules & Statements Until June 30
------------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York extended until June 30, 2008, the deadline for Lexington
Precision Corp. and its debtor-affiliates to file schedules of
assets and liabilities, and statement of financial affairs.

The Debtors' finance department is presently in the process of
preparing the Debtors' annual and quarterly reports -- including
proxy statement regarding with their annual shareholders meeting
-- to be filed with the Securities and Exchange Commission.

The Debtors say they need additional time to review the prepared
schedules and statements, which they intent to file with the Court
by May 31, 2008, on Saturday.

                     About Lexington Precision

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufacture tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


MCDERMOTT INT'L: S&P Lifts Rating to BB+ on Strong Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on engineering and construction company McDermott
International Inc. and its subsidiaries J. Ray McDermott S.A. and
The Babcock & Wilcox Companies to 'BB+' from 'BB'.  The outlook is
positive.
     
At the same time, S&P affirmed the '1' recovery rating on B&W's
$400 million senior secured credit facilities, indicating its
expectation for very high (90% to 100%) recovery in the event of a
payment default.  S&P also affirmed the '3' recovery rating on J.
Ray's $800 million senior secured credit facilities, indicating
its expectation for meaningful (50% to 70%) recovery in the event
of a payment default.  S&P raised the issue rating on B&W's bank
debt to 'BBB' and on J. Ray's bank debt to 'BB+'.
     
"The ratings upgrades were driven by McDermott's strong operating
performance in 2007, impressive backlog across all three of its
business units, and conservative financial leverage," said
Standard & Poor's credit analyst David Lundberg.  "In addition, we
have increased confidence in the company's ability to manage the
risk inherent in its fixed-price contract bids."
     
The rating on Houston-based McDermott reflects a consolidated
rating methodology for McDermott and its subsidiaries.  
McDermott's business risk profile is considered weak.  The highly
cyclical and competitive marine construction business at J. Ray is
partially offset by the more stable businesses at B&W and BWXT.  
B&W primarily constructs boilers and environmental equipment for
coal-fired power plants.  BWXT provides nuclear components for the
U.S. government and manages several sites for the U.S. Department
of Energy.


MERITAGE NET: Fitch Trims Ratings on Two Note Classes to 'C/DR6'
----------------------------------------------------------------
Fitch Ratings has downgraded these classes of Meritage Net
Interest Margin Notes:

Meritage CI-4 NIM Notes, Series 2005-2

  -- $1.9 million class N1 to 'C/DR6' from 'BB';
  -- $3.3 million class N2 to 'C/DR6' from 'B'.

Underlying Transaction: Meritage Mortgage Loan Trust 2005-2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


MERIT SECURITIES: Fitch Affirms 'B' Rating on $20MM Cl. B-3 Certs.
------------------------------------------------------------------
Fitch has taken these rating actions on three Merit Securities
Corp. mortgage pass-through certificates:

Series 11
  -- $98.3 million class 3-A1 affirmed at 'AA';
  -- $11.1 million class B-2 affirmed at 'BBB';
  -- $20 million class B-3 affirmed at 'B'.

Deal Summary
  -- Originators: Dynex Financial, various others;
  -- 60+ day Delinquency: 1.82%;
  -- Realized Losses to date (% of Original Balance): 3.68%.


MESA AIR: Wins Injunction Against Delta's Plan to End Contract
--------------------------------------------------------------
Mesa Air Group, Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating its
Connection Agreement with the Company, and the Company's wholly-
owned subsidiary, Freedom Airlines, Inc.

On March 28, 2008, Delta notified the Company of its intent to
terminate the Connection Agreement. The Connection Agreement
includes, among other arrangements, the Company's agreement to
operate 34 model ERJ-145 regional jets leased by the Company
utilizing Delta's name. In fiscal 2007, the Connection Agreement
accounted for approximately 20% of the Company's 2007 total
revenues. Delta sought to terminate the Connection Agreement as a
result of Freedom's alleged failure to maintain a specified
completion rate with respect to its ERJ-145 Delta Connection
flights during three months of the six-month period ended February
2008.

On April 7, 2008, the Company filed a lawsuit against Delta
alleging breach of the Connection Agreement and seeking specific
performance by Delta of its obligations thereunder. On May 9,
2008, the Company filed a motion for a preliminary injunction in
the District Court against Delta to prevent its wrongful
termination of the Delta Connection Agreement. The hearing for
this matter commenced on May 27, 2008 and ended on May 29
following the District Court's ruling in favor of the Company.

Mesa Air Group had warned in a regulatory filing it may have to
seek bankruptcy protection if Delta Air successfully terminated
their Connection Agreement.  

As reported by the Troubled Company Reporter on May 23, 2008, Mesa
warned that if Delta is successful in terminating the Connection
Agreement, the Company believes it will be unable to redeploy the
34 ERJ-145 aircraft in a timely manner, or at the lease rates the
Company receives under the Connection Agreement in the event of
any redeployment of such aircraft. In addition to losing
approximately $20 million per month in revenue (or approximately
$960 million over the next four years), the Company estimated that
leasing costs, labor and other costs totaling approximately
$250 to $300 million over the next four years would be incurred by
the Company.

As a result, the Company warned, its cash flows from operations
and its available working capital would be insufficient to meet
these cash requirements, including its obligations under the Lease
Agreements, which will result in defaults thereunder. In the
absence of obtaining additional capital through equity or debt
financings, asset sales, consensual restructuring of debt and
lease terms or similar measures, the Company had warned it will be
unable to remedy such defaults and will experience additional
defaults in the future. Any such defaults would then trigger other
defaults under other existing agreements, which would be material
to the operational cash flows of the Company.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.

                        About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with  
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.


MESA AIR: Noteholders Won't Demand Notes Buyback by June
--------------------------------------------------------
Holders of approximately $23.2 million of notes issued by Mesa Air
Group Inc. have agreed to forbear from exercising their right to
require the Company to repurchase their notes on June 16, 2008.

On May 22, 2008, Mesa Air received a notice of default from U.S.
Bank National Association indicating that the Company is in
default under the terms of its Indenture dated as of June 16,
2003, with US Bank, as trustee, relating to the Company's Senior
Convertible Notes due 2023, for failure to deliver certain notices
and related materials to US Bank and holders of the notes.

Under the terms of the Indenture, the Company's failure to give
the Required Notice is not an event of default until the Company
receives notice from the Trustee regarding the default and the
Company fails to cure such default within 60 days after actual
receipt of the Notice (i.e., by July 21, 2008). The Company
intends to cure the default within such cure period. Accordingly,
as of May 29, there has not been can an increase or acceleration
of a direct financial obligation and the Company does not expect
that any direct financial obligation will increase or accelerate
as a result of the failure to deliver the Required Notice.

Approximately $30.1 million in aggregate principal amount of notes
are currently outstanding. As of May 29, the holders agreed to
forbear from exercising their right to require the Company to
repurchase the notes.

                        About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with  
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.


MESA AIR: To File 10-Q on June 2 in Compliance with Nasdaq Rules
----------------------------------------------------------------
Mesa Air Group Inc. intends to file its Form 10-Q by June 2, 2008,
which is before a hearing to determine whether the company's stock
will continue to be listed in Nasdaq.

On May 22, 2008, the Company received a Nasdaq Staff Determination
letter indicating that the Company fails to comply with the filing
requirements for continued listing set forth in Marketplace Rule
4310(c)(14), and that its securities are, therefore, subject to
delisting from The Nasdaq Global Select Market. The Company
intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There can
be no assurance the Panel will grant the Company's request for
continued listing.

The Notice arises as a result of the Company's failure to timely
file its Form 10-Q for the quarter ended March 31, 2008.  On
May 13, 2008, the Company filed a notice with the Securities and
Exchange Commission indicating that it was delaying the filing of
its Form 10-Q until on or about May 20, 2008. The Company intends
to file its Form 10-Q on or about June 2, 2008, which will precede
its hearing before a Nasdaq Listing Qualifications Panel.

                        About Mesa Air

Mesa Air -- http://www.mesa-air.com-- operates 182 aircraft with  
over 1,000 daily system departures to 157 cities, 42 states, the
District of Columbia, Canada, the Bahamas and Mexico. Mesa
operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, and independently as Mesa Airlines
and go!.  In June 2006 Mesa launched inter-island Hawaiian service
as go!  This operation links Honolulu to the neighbor island
airports of Hilo, Kahului, Kona and Lihue.  The Company, founded
by Larry and Janie Risley in New Mexico in 1982, has approximately
5,000 employees and was awarded Regional Airline of the Year by
Air Transport World magazine in 1992 and 2005. Mesa is a member of
the Regional Airline Association and Regional Aviation Partners.  
Mesa has  5,000 employees overall.

Freedom Airlines currently operates 34 50-seat ERJ-145 and 7 76-
seat CRJ-900 aircraft for Delta Connection.


NEW CENTURY ENERGY: March 31 Balance Sheet Upside-Down by $23.4MM
-----------------------------------------------------------------
New Century Energy Corp.'s consolidated balance sheet at March 31,
2008, showed $51,901,717 in total assets and $75,326,678 in total
liabilities, resulting in a $23,424,961 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $10,339,496 in total current assets
available to pay $32,379,636 in total current liabilities.

The company reported a net loss of $562,701, on total revenues of
$5,954,762, for the first quarter ended March 31, 2008, compared
with a net loss of $2,156,065, on total revenues of $2,976,617, in
the same period last year.

Oil sales increased to $4,917,883 for the first quarter of 2008
compared to $1,999,835 in the same quarter of 2007 due to
significant increases in production and average selling prices of
oil.  

Gas sales increased to $1,030,579 for the first quarter of 2008
compared to $967,265 in the same quarter of 2007.

The most significant component of the improved financial results
was the increase in both the production and the sales price of oil
from the Mustang Creek Field area in McMullen County, Texas, for
the first three months of 2008 compared with the first three
months of 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cdf

                     Going Concern Disclaimer

PMB Helin Donovan, LLP, in Houston, expressed substantial doubt
about New Century Energy Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring operating losses, accumulated
deficit and working capital deficit at Dec. 31, 2007.

The company disclosed in its Form 10-Q for the quarter ended
March 31, 2008, that it is uncertain that it will be successful in
meeting its working capital requirements through the end of 2008,
including the successful negotiation of a refinancing of both its
$11,050,000 balloon payment under the $15,000,000 Secured
Convertible Term Note, due June 30, 2008, and the $6,400,000
balloon payment under the $9,500,000 Secured Term Note, due
July 1, 2008.

                     About New Century Energy

Headquartered in Houston, New Century Energy Corp. (OTC BB : NCEY)
-- http://www.newcenturyenergy.com/-- is an independent energy  
company engaged in oil and gas exploration, development and
production.  New Century Energy Corp. currently owns oil and gas
leases on over 20,000 gross acres throughout the State of Texas;
including oil producing acreage in McMullen, Wharton, and Jim Hogg
Counties, Texas.  The company also owns natural gas producing
fields which include the operated South Sargent Field in Matagorda
County, and non-operated interests in the Wishbone Field in
McMullen County, Texas.  


NEW CENTURY: Want Until June 24 to Solicit Plan Acceptances
-----------------------------------------------------------
The New Century Financial Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
period during which they have the exclusive right to solicit
acceptances of their Chapter 11 plan, through and including June
24, 2008.

As previously reported in the Troubled Company Reporter, the
Debtors and the Official Committee of Unsecured Creditors filed a
Joint Chapter 11 Plan of Liquidation for the Debtors.  They have
solicited votes on the Plan and have presented the Plan to the
Court for confirmation.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the Debtors ask for an
extension out of an abundance of caution, as they are hopeful
that the Plan will be confirmed prior to June 24, the hearing
date of the request, and thereby rendering the extension request
as moot.

Mr. Collins notes the proposed 34-day extension, if granted, will
result in an extension of a total of not more than nine months,
less than the extension granted by courts in large reorganization
cases.  He adds that although the Debtors' cases were filed prior
to the amendments under the Bankruptcy Code Abuse Prevention and
Consumer Protection Act, the extension requested is within the
respective 18 and 20 months exclusive period limits now set forth
in Sections 1121(d)(1)(2)(A) and (B) of the Bankruptcy Code.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NORTHWEST AIRLINES: Delta Merger Likely to be Approved
------------------------------------------------------
The Delta Air Lines Inc. and Northwest Airlines Corp.
consolidation is likely to be approved by the U.S. government,
Rep. John Mica, a Florida Republican, told Reuters.

Rep. Mica, former chairman of the House of Representatives
aviation subcommittee, said in a congressional hearing to
consider approval of the merger that the transaction to create
the world's biggest airline didn't seem to be anti-competitive,
Reuters said.

Antitrust and industry experts have previously said the
Northwest-Delta proposal stood a good chance of winning
regulatory approval.

According to the paper, the merger proposal has met little or no
resistance in Congress, which cannot block a consolidation,
anyway.  However, Reuters pointed out that lawmakers can "disrupt
the timing of the regulatory review, influence policymakers and
rally consumers and workers."

In his opening statement at the hearing, current Aviation
Committee Chairman Rep. James Oberstar said that the tie-up is
expected to have wide ramifications in the airline industry in
general, CNNMoney.com reported.  "This should not be and must not
be considered as a standalone, individual transaction but rather
as the trigger of what will surely be a cascade of subsequent
mergers that will consolidate aviation in the United States and
around the world into global, mega carriers," CNNMoney.com quoted
Rep. Oberstar, as saying.

Rep. Oberstar is of the opinion that the Northwest-Delta merger
would deter competition at major hubs, which would result in
increased fares, CNNMoney.com stated.

Meanwhile, Northwest CEO Doug Steenland and Delta CEO Richard
Anderson testified that the merger would in fact, encourage
competition because the airlines focus on serving different
regions.  Northwest's forte are in the Midwest, and
internationally, in Asia; while, Delta's strengths are in the
East and the "mountain" West; and internationally, Europe and
Latin America.

"We think it's procompetitive," Mr. Anderson told CNNMoney.com.  
"It's good for small communities and it will be good for our
employees."

Combined, Delta and Northwest expect to have an aggregate of more
than $35,000,000 in annual revenues, operate a mainline fleet of
nearly 800 aircraft, hire approximately 75,000 employees
worldwide, and with expected liquidity of nearly $7,000,000 at
closing, the CEOs disclosed, according to The Associated Press.

Under Delta's agreement with Northwest to combine in an all-stock
transaction, the new Company will be named Delta and
headquartered in Atlanta, Georgia.  It will offer expanded
customer access to more than 390 destinations in 67 countries,
Messrs. Steenland and Anderson disclosed.

Both CEOs also assured that they will not be closing any hubs
after the merger, nor eliminate any frontline positions,
CNNMoney.com said.  Nevertheless, Messrs. Steenland and Anderson
told lawmakers that under the merged company, no more than an
estimated 1,000 corporate positions will be eliminated.  The CEOs  
said they would provide legislators "a formal estimate" within 60
days, according to various reports.

The planned Delta and Northwest merger is expected to be
completed later this year, subject to the approval of Delta and
Northwest shareholders and state regulators, news reports say.

The Detroit News, however, notes that a final ruling -- most
likely an approval of the merger from federal regulators -- is
expected within six months.

                 Seniority Issues Remain Afloat

Northwest's pilot union leaders told its members in an internal
memo that negotiators from Delta and Northwest were scheduled to
meet this week in Washington "to begin a renewed effort to
achieve a joint contract," according to The Associated Press.

However, the meeting was not expected to address seniority list
integration, the AP said.  Seniority is critical for pilots in
determining choices on vacations, the best routes, and bigger
planes to fly.  It also sets pilots' compensation.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline     
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.   
(Delta Air Lines Bankruptcy News, Issue No. 97; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000).

                     About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce
R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq.,
at Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee
of Unsecured Creditors has retained Akin Gump Strauss Hauer &
Feld LLP as its bankruptcy counsel in the Debtors' chapter 11
cases.

When the Debtors filed for bankruptcy, they listed $14.4 billion
in total assets and $17.9 billion in total debts.  On Jan. 12,
2007 the Debtors filed with the Court their Chapter 11 Plan.  On
Feb. 15, 2007, they Debtors filed an Amended Plan & Disclosure
Statement.  The Court approved the adequacy of the Debtors'
Disclosure Statement on March 26, 2007.  On May 21, 2007, the
Court confirmed the Debtors' Plan.  The Plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service placed the debt ratings of Delta Air
Lines, Inc. ("Delta", corporate family at B2) and Northwest
Airlines Corporation ("Northwest", corporate family rating at B1)
on review for possible downgrade.  The review was prompted by the
announcement that the two airlines have agreed to combine in an
all-stock transaction with a combined enterprise value of
approximately $18 billion.

Fitch Ratings has affirmed the debt ratings of Delta Air Lines,
Inc. following the announcement that Delta has agreed to merge
with Northwest Airlines Corp., subject to approval by the two
airlines' shareholders and the U.S. Department of Justice.  
Delta's ratings were affirmed as: Issuer Default Rating at 'B';
First-lien senior secured credit facilities at 'BB/RR1'; Second-
lien secured credit facility (Term Loan B) at 'B/RR4'.

The issue ratings apply to $2.5 billion of committed credit
facilities.  The Rating Outlook for Delta has been revised to
Negative from Stable.

Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Northwest Airlines
Corp. on CreditWatch with negative implications, following
announcement of a merger agreement with Delta Air Lines Inc.
(B/Watch Pos/--).  The CreditWatch listing affects enhanced
equipment trust certificates with various ratings, excepting those
that are insured by a bond insurer.  S&P's listing of Northwest
ratings on CreditWatch with negative implications and those of
Delta on CreditWatch with positive implications implies that S&P
foresee a corporate credit rating of either 'B' or 'B+' for the
combined entity.


NPC INTERNATIONAL: S&P Chips Corp. Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on NPC
International Inc., including the corporate credit rating to 'B'
from 'B+'.  S&P also lowered the rating on the Pittsburgh, Kansas-
based company's senior secured credit facility one notch to 'B+'
from 'BB-' and the rating on its subordinated notes one notch to
'CCC+' from 'B-'.

"The downgrade reflects the impact of higher costs and a difficult
consumer environment on the company's credit metrics in the
future," said Standard & Poor's credit analyst Charles Pinson-
Rose.  Over the past two years, NPC has largely maintained steady
profitability and credit metrics.  However, sales have increased
considerably as a result of acquired restaurants and higher
comparable-store sales, while operating margins have contracted.  
In the next few quarters, the company may have meaningful sales
increases from restaurants purchased last year.  "However,
Standard & Poor's expects that margin declines from higher
commodity and labor costs will negate any sales gains from
acquired stores' profitability," added Mr. Pinson-Rose, "and
credit metrics, already weak for the 'B+' rating category, will
likely worsen."     


NUCO2 FUNDING: Fitch Assigns 'BB' Rating on $75MM Class B-1 Notes
-----------------------------------------------------------------
Fitch Ratings has assigned these rating to the NuCO2 Funding LLC,
Series 2008-1 notes:

  -- $75,000,000 Class B-1 'BB'.

The notes will be repaid by cash flows generated by substantially
all of NuCO2, Inc.'s business activities, which are primarily the
leasing of bulk carbon dioxide systems and the distribution of
carbon dioxide to quick service restaurants and other retailers of
fountain beverages in the United States.  The preliminary rating
on the class B-1 notes addresses the ultimate payment of interest
and the ultimate payment of principal by the legal final maturity.  
Proceeds from the notes issuance are expected to be used by an
affiliate of Aurora Capital Group to partially finance its
acquisition of NuCO.


OPTION ONE: Fitch Slashes Ratings on Two Note Classes to 'C/DR6'
----------------------------------------------------------------
Fitch Ratings has taken rating actions on 4 Option One Net
Interest Margin Notes:

Option One Mortgage Securities Corp. NIM Trust 2005-1
  -- $2.5 million Class notes affirmed at 'AAA';
     Underlying Transaction: Option One 2005-1

Option One CI 4 NIM Notes, Series 2005-3
  -- $3.4 million Class N-1 notes downgraded to 'C/DR6' from
     'BBB+';
  -- $4.0 million Class N-2 notes downgraded to 'C/DR6' from
     'BBB-';
     Underlying Transaction: Option One 2005-3

Option One Mortgage Securities Corp. NIM Trust 2006-1
  -- $34.2 million Class notes affirmed at 'AAA';
     Underlying Transaction: Option One 2005-4

Option One Mortgage Securities Corp. NIM Trust 2007-FXD1 Notes
  -- $5.0 million Class notes affirmed at 'AAA';
     Underlying Transaction: Option One Mortgage Loan Trust 2007-
     FXD1

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


PACIFIC LUMBER: Scopac Says Ch. 11 Trustee Adds Burden to Estate
----------------------------------------------------------------
Scotia Pacific Company LLC tells the U.S. Bankrutpcy Court for the
Southern District of Texas that the request made by The Bank of
New York, as Indenture Trustee for the Timber Notes, to appoint a
Chapter 11 trustee is reserved for extreme circumstances and would
only impose undue burdens and expenses on Scopac's estate.  Scopac
asks the Court to deny BoNY's request.

There is no cause justifying the appointment of a Chapter 11
trustee for Scopac, Kathryn A. Coleman, Esq., at Gibson, Dunn &
Crutcher LLP, in New York, Scopac's counsel, argues.  Such an
extraordinary action would not be in the best interests of
creditors, other parties-in-interest or its estate, she states.

The mere possibility of inter-debtor disputes or other conflicts
is not evidence of gross mismanagement, breach of fiduciary
duties, undue influence or manipulation, Ms. Coleman tells Judge
Richard Schmidt.  On the contrary, she notes, Scopac has gone to
great lengths to formalize its separate and independent
operations, by, among other things, implementing procedural
safeguards in order to protect against conflicts of interest.  
"The effectiveness of those safeguards was highlighted recently,
when Scopac discharged its fiduciary duty to its creditors by
refusing to support a Chapter 11 Plan of Reorganization that
benefited The Pacific Lumber Company but undervalued Scopac's
assets."

Moreover, some of BoNY's complaints have been mooted by the recent
resignations of Scopac's chief executive officer, chief financial
officer and vice president of finance, and sole non-independent
member of its board of managers, Ms. Coleman notes.

The suggestion that a trustee's appointment would benefit Scopac's
estate at a time when the Confirmation Hearing regarding competing
Chapter 11 Plans is nearing completion is disingenuous as well as
unfounded, Ms. Coleman contends.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Toby L. Gerber, Esq., at Fulbright and Jaworski L.L.P., in
Houston, Texas, on the Indenture Trustee's behalf, contended that
that the persons entrusted with managing the business and
financial affairs of Scopac have abdicated their independent
control of Scopac, have failed to preserve the corporate
independence of Scopac, and have engaged in financial and business
activities which have caused substantial harm to the Scopac estate
and its creditors.

In a TCR report on Feb. 1, Scopac pointed out that the Indenture
Trustee's request for the appointment of a Chapter 11 trustee was
merely the latest salvo in the Timber Noteholders' campaign to
take over Scopac's timberlands.  Scopac said the timing of the
Trustee Motion at that time was impracticable as the hearing for
the request was only one week before the beginning of the joint
disclosure statement hearing on all competing plans of
reorganization, and five weeks before the scheduled beginning of
the confirmation hearing.

Ms. Coleman argued at that time the appointment of a trustee for
Scopac would give the Noteholders an advantage, because having to
respond to "the lengthy Motion" will, in itself, skew the process
and significantly disadvantage Scopac.  She also pointed out the
Trustee Motion merely attempts to re-litigate half a dozen issues
the Noteholders lost in the Debtors' Chapter 11 cases in the
closing months of 2007.

                     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.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  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. 60;
http://bankrupt.com/newsstand/or 215/945-7000).   


PACIFIC LUMBER: Says Sierra Pacific's Bid Irrelevant in Case
------------------------------------------------------------
The Pacific Lumber Company; Marathon Structured Finance Fund L.P.,
the Debtors' DIP Agent; Mendocino Redwood Company, LLC; and the
Official Committee of Unsecured Creditors contend that Sierra
Pacific Industries' offer to purchase the Debtors' operating mill
assets is not relevant to any issue before the U.S. Bankruptcy
Court for the Southern District of Texas.

The Parties note that PALCO does not have a Plan on file, and
even assuming that PALCO desired to accept the offer, obvious
obstacles are involved, including:

   (i) any attempt to accept an offer would require either a new
       plan or a re-solicitation;
        
  (ii) the consent of Marathon is needed, which is not likely to
       be obtained; and

(iii) Marathon would be required to finance sale of the PALCO
       mill by reduction of the purchase price for all losses
       occurring prior to the sale.

A.A. Emmerson, president of Sierra Pacific Industries, has made a
written offer to purchase the operating mill assets.

According to Mr. Emmerson, Sierra Pacific expects to invest more
than $70 million to purchase, remodel, construct and transform
the Scotia mill into a regional milling operation.  Under the
terms of the Sierra Pacific Term Sheet, the new milling facility
will feature separate small log and large log mills designed to
cut redwood, Douglas fir, and whitewoods with increased cutting
accuracy, increased volume per minute, and more versatility.

Sierra Pacific's investment includes a purchase price of $27.5
million for designated assets of PALCO, plus payment for its raw
material, in-process and finished inventories and existing
accounts receivable, plus the cost of remodeling PALCO's existing
facilities.

"Sierra Pacific's proposal is not conditioned on any financing,"
Mr. Emmerson clarified.  Contingencies will be limited to title
and environmental due diligence, execution of a mutually
acceptable log supply agreement with a designated plan agent under
the Plan of Reorganization proposed by The Bank of New York Trust
Company, N.A., for Scotia Pacific Company.

Mr. Emmerson told the Court that the Term Sheet was negotiated
at arm's-length with BoNY, and that Sierra Pacific is a willing
buyer acting under no compulsion to purchase.

As reported by the Troubled Company Reporter on May 16, Bank of
New York, as Indenture Trustee for the Timber Notes, informed the
Court of Sierra Pacific's offer.

Representing BoNY, Zack A. Clement, Esq., at Fulbright & Jaworski
LLP, in Houston, Texas, Marathon Structured Finance Fund L.P's
security interest in the town of Scotia, which was proposed to be
abandoned to Marathon under the Marathon/Mendocino Plan, will be
enhanced in value by the increased mill operations and employment
in Scotia that will result from the consummation of the
transactions contemplated by the Sierra Pacific Term Sheet.

                      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.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  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. 60;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFICNET INC: Terminates Deal to Acquire Octavian International
-----------------------------------------------------------------
PacificNet Inc. terminated the agreement to acquire Octavian
International Limited as a result of Ziria Enterprises Limited's
failure to deliver the share certificates of Emperor Holdings
Limited, the legal owner of Octavian International Limited, which
was a condition to closing the acquisition of Octavian.

The deal was entered among Ziria, PacificNet Games International
Corporation, Octavian and Emperor Holdings Limited.  

Under the acquisition agreement, if the transaction had been
consummated, PacificNet was obligated to issue, in the aggregate,
2,330,000 restricted shares of PACT representing approximately
19.5% of PacificNet's outstanding shares and cash of up to
$18,900,000, which would have been paid upon the completion of
certain net profit performance targets.

All parties involved have agreed not to complete the merger but
will remain distribution partners of complimentary products in
each others respective markets.

As a result of the failure of the Octavian acquisition to be
consummated and the termination of the acquisition agreement, on
May 21, 2008, Harmen Brenninkmeijer, chief executive officer of
Octavian, resigned as a member of the board of directors of
PacificNet.

It was a condition to the closing of the acquisition of Octavian
that Mr. Brenninkmeijer be appointed to the board of directors.
There was no disagreement between Mr. Brenninkmeijer and
PacificNet on any matter relating to PacificNet's operations,
policies or practices.

                          Earnings Results

The company will release its un-audited fourth quarter and audited
full year 2007 earnings results on or before June 9, 2008.  
The company intends to release its 2008 first quarter earnings on
or before June 23, 2008.

                       Securities Delisting

On May 21, 2008, the company received a letter from The NASDAQ
Stock Market that it has not received the company's Form 10-Q for
the period ended March 31, 2008, as required by Marketplace Rule
4310(c)(14).  

This serves as an additional basis for delisting the company's
securities from The NASDAQ Stock Market and will be considered by
the NASDAQ Listing Qualifications Panel in rendering a
determination regarding the Company's continued listing on The
NASDAQ Global Market.

NASDAQ Marketplace Rule 4310(c)(14) requires the company to file
all required reports with NASDAQ on or before the date they are
required to be filed with the Securities and Exchange Commission.

The company may present its views with respect to this additional
deficiency at its Panel hearing scheduled for June 12, 2008.  In
the event the company fails to address the deficiency reflected in
the Deficiency Letter, the Panel will consider the record as
presented at the hearing and will make its determination with
respect to continued listing of the company's securities based
upon that information.

There can be no assurance that the Panel will grant the company's
request for continued listing.

                      About PacificNet Inc.

Headquartered in Beijing, China, PacificNet Inc., (NasdaqGM: PACT)
-- http://www.pacificnet.com-- provides gaming and mobile game   
technology worldwide.  The company, through its subsidiaries,
offers solutions in casino equipment supply; and the development,
installation, and support of systems and game content for the
casino, lottery, and amusement with prizes (AWP) markets.  The
company was founded in 1987 and has additional offices in Hong
Kong, Shanghai, Shenzhen, Guangzhou, Macau, and Zhuhai, China; the
United States; and the Philippines.

Iroquois Master Fund Ltd., Whalehaven Capital Fund Ltd. and Alpha
Capital AG filed for involuntary Chapter 11 petition against the
Debtor on March 22, 2008, (Bank. D. Del. Case No. 08-10528.)  Adam
Friedman, Esq. at Olshan Grundman, et al. and Robert S. Brady,
Esq. and Ian S. Fredericks, Esq. at Young Conaway, et al.
represent the petitioners in this case.

                           *     *     *

As reported in the Troubled Company Reporter on March 19, 2008,
Los Angeles-based Kabani & Company Inc., raised substantial doubt
about the ability of PacificNet Inc., to continue as a going
concern after it audited the company's financial statements, as
restated, for the year ended Dec. 31, 2006.

The auditor pointed out that the company incurred net losses, had
a negative cash flow in operating activities amounting to negative
$8,190,000 in the year ended Dec. 31, 2006, and the company's
accumulated deficit was $51,090,000 as of Dec. 31, 2006.  In
addition, the company is in default on its convertible debenture
obligation.                    


PATRON SYSTEMS: Judge Brown Dismisses Chapter 11 Case
-----------------------------------------------------
The Hon. Elizabeth E. Brown of the United States Bankruptcy Court
for the District of Colorado dismissed the Chapter 11 bankruptcy
case of Patron Systems Inc.

The Debtor said it has no ongoing business to reorganize and no
funds available to distribute to unsecured creditors or
shareholders.  Any further administration of this case will
increase administrative expenses, the Debtor said.

The Debtor pointed out that the amount of administrative and
priority claims surpassed the $49,992 fund received from the
closing of the sale in January 2008.  Priority claim alone totaled
at least $142,217.

Headquartered in Boulder, Colorado, Patron Systems Inc. offers
integrated enterprises email and data security and enforceable
compliances.  The company filed for Chapter 11 protection Nov. 14,
2007 (Bankr. D. Col. Case No.07-23228).  Jeffrey S. Brinen, Esq.,
at Kutner Miller Brinen P.C., represents the Debtor.  When the
Debtor filed for protection against its creditors, it listed
assets and debts between $1 million to $100 million.


PEOPLE'S CHOICE: Panel Wants Solicitation Period Moved to July 31
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the United
States Bankruptcy Court for the Central District of California to
extend to July 31, 2008, the period during which the Committee and
the Debtors have the exclusive rights to solicit and obtain votes
with respect to a Chapter 11 plan.

The Court previously extended the Debtors' exclusive solicitation
period under Section 1121(c)(3) of the Bankruptcy Code to May 31,
except as to the Creditors Committee.

The Debtors on March 3, 2008, filed a Liquidating Plan of
Reorganization and disclosure statement to the Plan.  On May 2,
the Creditors Committee obtained approval to become proponent of
the Plan after the Debtors' board of directors said they did not
provide corporate authority to the Debtors to file the Plan.

The hearing to consider confirmation of the Plan is scheduled to
commence on July 23, 2008.  If the Creditors Committee's request
is granted, the extended period would allow for up to a week on
trial of the Plan before the exclusivity period would lapse,
David L. Wilson, Esq., at Winston & Strawn LLP, in Los Angeles,
California, notes.

Given the September 15, 2008 deadline for People's Choice
Financial Corporation to make a dividend in order to preserve its
real estate investment trust status, it is of the utmost
importance that the parties focus on confirmation of the Plan --
which would allow PCFC to make the dividend, Mr. Wilson tells the
Court.

It would be a great distraction from accomplishing this goal if a
third party were to file and seek approval of a plan and
disclosure statement at this point in the Debtors' proceedings,
Mr. Wilson asserts.  It is highly unlikely that another plan
proponent could meet the September 15, 2008 deadline given the
time it would take to formulate an alternative plan, obtain
approval of the required disclosure statement, solicit votes,
complete a plan confirmation hearing, and allow the effective
date to occur under the plan, he adds.

The Creditors Committee is not seeking an extension of the
Exclusive Solicitation Period in order to extract any improper
concessions from creditors, Mr. Wilson assured the Court.

The Creditors Committee reserves the right to seek further
extensions of the Exclusive Solicitation Period.

Mr. Wilson notes the requested extension is within the statutory
limits required by the Bankruptcy Code.  Section 1121(d)(2)(B)
provides that extensions of the Debtors' exclusivity period may
only be granted up to 20 months after the Petition Date.

A hearing on this matter is set for July 1, 2008.

                      About People's Choice

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

The company and two of its affiliates, People's Choice Home Loan,
Inc., and People's Choice Funding, Inc., filed for chapter 11
protection on March 20, 2007 (Bankr. C.D. Calif. Case No.
07-10772).  J. Rudy Freeman, Esq., at Pachulski, Stang, Ziehl &
Jones, L.L.P., represents the Debtors.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors.  In its
schedules filed with the Court, People's Choice disclosed total
assets of $806,776,901 and total liabilities of $105,772,386.
(People's Choice Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000).


PEOPLES COMMUNITY: Posts $1.1 Million Net Loss in 2008 1st Quarter
------------------------------------------------------------------
Peoples Community Bancorp Inc. reported a net loss of $1.1 million
for the first quarter ended March 31, 2008, compared with a net
loss of $126,000 in the same period last year.

The increase in net loss was primarily due to a $2.9 million, or
42.0%, decrease in net interest income, partially offset by a
$521,000, or 66.7%, increase in other income, a decrease in
provision for losses on loans of $300,000, a decrease of $515,000,
or 9.0%, in general, administrative and other expense and a
$520,000 increase in federal income tax benefits.

                       Net Interest Income

Net interest income decreased $2.9 million, or 42.0%, to a total
of $3.9 million for the three months ended March 31, 2008,
compared to $6.8 million in the same period in 2007.  The interest
rate spread decreased to 1.81% for the three months ended
March 31, 2008, from 2.77% for the comparable 2007 period, while
the net interest margin decreased to 1.92% for the three months
ended March 31, 2008, compared to 2.93% for the same period in
2007.  

Total interest income decreased to $11.9 million during the three-
months ended March 31, 2008, compared to $16.1 million in the same
period last year.  

Interest income on loans decreased $4.4 million, or 29.9%, to
$10.3 million during the three-month period ended March 31, 2008,
compared to $14.7 million in the 2007 period, due primarily to a
$161.6 million, or 19.7%, decrease in the average portfolio
balance outstanding, coupled with a 92 basis point decrease in the
weighted-average yield, to 6.29% for the 2008 period.  

The decrease in the average balance was primarily due to loan
repayments of $238.9 during the twelve-months, partially offset by
loan originations of $130.3 million.  The decrease in yield
reflects a downward shift in market rates and the corresponding
impact on adjustable-rate loans, as well as an increase in non-
performing loans during the period.

                  Provision for Losses on Loans

Management recorded a provision for losses on loans totaling
$1.8 million and $2.1 million for the three-month periods ended
March 31, 2008, and 2007, respectively.  The company said that the
provision recorded during the three-month period ended March 31,
2008, was predicated primarily upon the level of charge-offs in
2008, and the relative credit risk of the loan portfolio.

                           Other Income

Other income totaled $1.3 million for the three months ended
March 31, 2008, an increase of $521,000, or 66.7%, compared to the
$781,000 recorded for the same period in 2007.  The increase was
primarily due to an increase of $482,000 in gains on sale of
securities, an increase of $7,000, or 1.2%, in other operating
income, and a $7,000, or 3.9%, increase in income on bank owned
life insurance.

            General, Administrative and Other Expense

General, administrative and other expense totaled $5.2 million for
the three months ended March 31, 2008, a decrease of $515,000, or
9.0%, compared to the same period in 2007.  This decrease resulted
primarily from a decrease of $313,000, or 11.4%, in employee
compensation and benefits, a decrease of $27,000, or 3.0%, in
occupancy and equipment, a decrease of $68,000, or 26.7%, in
franchise taxes, a decrease of $69,000, or 15.8%, in amortization
of intangibles, and a decrease of $55,000, or 4.9%, in other
operating expense, partially offset by an increase of $17,000, or
5.8%, in data processing expense.

                       Federal Income Taxes

The company recorded a credit for federal income taxes totaling
$657,000 for the three months ended March 31, 2008, compared to a
credit of $137,000 for the same period in 2007, primarily due to
the fluctuation in losses between the periods.

                Discussion of Financial Condition
         Changes from Dec. 31, 2007, to March 31, 2008

At March 31, 2008, the company's assets totaled $871.8 million, a
decrease of $15.6 million, or 1.8%, compared to total assets at
Dec. 31, 2007.  The decrease in assets was primarily due to a
decrease in loans receivable of $30.4 million and a decrease of
$28.1 million in mortgage-backed securities and other investment
securities, which was partially offset by an increase in cash and
cash equivalents of $39.4 million.

Cash and cash equivalents increased by $39.4 million, or 45.5%,
from the Dec. 31, 2007 level, to a total of $126.0 million at
March 31, 2008.  The increase in liquid assets as of March 31,
2008, was primarily due to curtailed lending and the low yield on
alternative investments.  At March 31, 2008, $107.0 million was
invested in federal funds, an increase of $40.0 million from
Dec. 31, 2007.

The allowance for loan losses totaled $33.7 million at March 31,
2008, compared to $34.5 million at Dec. 31, 2007.  Approximately
$1.8 million was added to the allowance through the provision for
losses on loans during the three months ended March 31, 2008.

Approximately $2.6 million of loans were charged-off during the
three-month period ended March 31, 2008, compared to $8.4 million
for the same period in 2007.  The charged-off loans were comprised
of $1.1 million in loans secured by one-to-four-family residential
real estate, $1.4 million in loans secured by commercial real
estate and land, and $98,000 in commercial and consumer loans.  

Nonperforming loans increased from $25.9 million, or 4.09% of net
loans at Dec. 31, 2007, to $37.4 million, or 6.2% of net loans at
March 31, 2008.  

Deposits totaled $721.6 million at March 31, 2008, a decrease of
$13.6 million, or 1.9%, over Dec. 31, 2007 levels.  Checking and
savings deposits decreased by $10.3 million, or 4.6%, compared to
balances at Dec. 31, 2007, while certificate of deposit balances
decreased by $2.9 million, or 0.6%, during the same time period.

Advances from the Federal Home Loan Bank and other borrowings
totaled $76.6 million at March 31, 2008, a decrease of
$1.0 million, or 1.3%, compared to Dec. 31, 2007 totals.  Proceeds
from repayments of investment securities were partially utilized
to make scheduled payments on the advances during the period.

Stockholders' equity totaled $52.4 million, or 6.0% of total
assets, at March 31, 2008, a decrease of $1.2 million, or 2.2%,
from Dec. 31, 2007 levels.  The decrease resulted primarily from
the net loss of $1.1 million for the quarter ended March 31, 2008,
and a $118,000 change, net of taxes, in unrealized losses on
available for sale securities, which was partially offset by the
amortization effects of stock benefit plans totaling $60,000.  

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
$871.8 million in total assets, $819.4 million in total
liabilities, and $52.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2ce3

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 9, 2008,
Cincinnati-based BKD, LLP, expressed substantial doubt about
Peoples Community Bancorp Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

The report of the company's independent registered public
accounting firm contained an explanatory paragraph as to the
company's ability to continue as a going concern primarily due to
the company's current lack of liquidity to repay its $17.5 million
obligation under an outstanding line of credit due June 30, 2008.

On April 2, 2008, the company and Peoples Community Bank each
consented to the terms of Cease and Desist Orders issued by the
Office of Thrift Supervision (OTS).  The Orders prohibit Peoples
Community Bank from paying cash dividends to the company without
the prior consent of the OTS and the company will only be able to
rely upon existing cash and cash equivalents as sources of its
liquidity.  

Without the ability to rely on dividends from Peoples Community
Bank, the company will require funds from other capital sources to
meet its obligations such as restructuring the current line of
credit or replacing the current line of credit.  

The company was not in compliance with one of the loan covenants
at Dec. 31, 2007, and at March 31, 2008, and the lender has the
ability to accelerate all outstanding amounts upon notice and the
passage of 30 days.  The company said it is currently negotiating
resolution of these issues with the current lender and other
parties.

                  About Peoples Community Bancorp

Headquartered in West Chester, Ohio, Peoples Community Bancorp
Inc. (NasdaqGM: PCBI) -- http://www.pcbionline.com/-- is the  
holding company for Peoples Community Bank, a federally chartered
savings bank with 19 full service offices in Butler, Warren and
Hamilton counties in southwestern Ohio and Dearborn and Ohio
counties in southeastern Indiana.  


PERFORMANCE TRANS: Plan Committee Won't Usurp Powers, BDCF Says
---------------------------------------------------------------
Black Diamond Commercial Finance, L.L.C. -- agent for the
postpetition secured lenders and first priority prepetition
secured lenders of Performance Transportation Services, Inc., and
its affiliated debtors -- clarifies with the U.S. Bankruptcy Court
for the Western District of New York it neither seeks replacement
of the members of the Board nor a "transfer of power" away form
the Debtors, nor seeks a relief the same as the appointment of a
trustee.

As reported by the Troubled Company Reporter on May 19, Black
Diamond filed a request to require the board of directors of
Performance Logistics Group, Inc., to appoint a committee of
independent directors for all matters relative to the formulation
and development of a plan in the Debtors' Chapter 11 cases.  The
motion, however, was met with objections from the Debtors; the
Teamsters National Automobile Transporters Industry Negotiating
Committee; Yucaipa American Alliance Fund I, LP and Yucaipa
Alliance (Parallel) Fund I, LP; and D.E. Shaw Laminar Portfolios,
L.L.C.

Black Diamond notes it merely seeks the appointment of a Plan
Committee comprised of independent members of the existing board
who can be vested with the sole decision-making power and
authority for the Debtors in connection with plan matters.

William J. Brown, Esq., at Phillips Lytle LLP, in Buffalo, New
York, asserts that Black Diamond seeks the establishment of the
Plan Committee of independent directors of the -- current --
Board.

Mr. Brown contends that the request will not usurp functions
reserved for the Debtor or a trustee, nor will it permit a non-
fiduciary to exercise the Debtors' exclusivity virtually without
limitation or review by the Court.

The concerns which led to the establishment of the sale committee
likewise mandate the establishment of a plan committee, Mr. Brown
says.  The Debtors have previously established a committee to
oversee the process of the sale of all their assets.

According to Mr. Brown the the Debtors would still be the entity
negotiating and developing a plan of reorganization, but they
would be under the direction and supervision of the Plan
Committee.

        Court Allows Parties to Participate Board Meeting

The Court has partly approved Black Diamond's request.

The Court directed the PLG Board to promptly hold a meeting to
consider and make decisions, if appropriate, with respect to all
matters related to the formulation, development and pursuit of a
plan of reorganization for the Debtors and other appropriate
emergent strategy, including the status and direction of the
Debtors' labor negotiations and any other matters raised by board
observers.

Judge Kaplan ordered the Debtors to allow certain parties to
attend and participate in all non-privileged portions of the
Board Meeting.  The Court held that, except the International
Brotherhood of Teamsters and the Teamsters National Automobile
Transporters Industry Negotiating Committee, counsel and
representatives for each of the parties that was present in court
at the May 19 omnibus hearing will be entitled to attend the
Board Meeting.  IBT, however, will be entitled to submit
questions for presentation to the PLG Board through a designated
Board Observer.

A Board Observer will excuse itself from portions of the Board
Meeting wherein the PLG Board considers matters (i) directly
relating to the unique interest of the Board Observer; or (ii) is
privileged.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Yucaipa Says DE Shaw Conflict Bars Discovery
---------------------------------------------------------------
Yucaipa American Alliance Fund, I LP, and Yucaipa Alliance
(Parallel) Fund I, LP, ask the U.S. Bankruptcy Court for the
Western District of New York to deny D.E. Shaw Laminar Portfolios,
L.L.C. and Quadrangle Debt Recovery Advisors, LP's request for the
examination and production of documents and quash the proposed
discovery because the Discovery Request has been superseded by
D.E. Shaw's request for an appointment of a trustee or an
examiner, and termination of exclusivity.

Representing the Yucaipa entities, Robert A. Klyman, Esq., at
Latham & Watkins LLP, in Los Angeles, California, asserts there is
substantial overlap between the substance of and discovery arising
from the Discovery Request and the Trustee Request.  The focus of
the discovery in connection with the Discovery Motion and the
Trustee Motion will be the alleged conflicts of interest in the
Debtors' Bankruptcy Cases.

Earlier this month, D.E. Shaw Laminar Portfolios, L.L.C. and
Monarch Alternative Capital LP proposed to conduct discovery as
soon as possible because some of the parties from which documents
are to be obtained may seek release under a forthcoming plan.  The
period during which the Debtors have the exclusive right to file a
plan of reorganization will expire on June 30, 2008.

DE Shaw, et al., in their capacities as second lien lenders,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, asked the Court to direct the examination and
production of documents by certain directors of the Debtors, the
controlling shareholders Yucaipa Companies, and Goldman Sachs
Credit Partners, L.P., to obtain information concerning, among
others, the Debtors' financial condition, administration of the
Debtors' Bankruptcy Cases.

The Debtors, Yucaipa and Allied Systems Holdings, Inc., have asked
the Court to quash the Discovery Request.  They contend the
Discovery Request is outside the bounds of Bankruptcy Rule 2004.

On behalf of D.E. Shaw, Joseph Minias, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges LLP, in New York, said the Discovery
may take many weeks to complete.  DE Shaw, et al., expect the
plan process -- one way or another -- to be at an advanced stage
during the discovery period.  Regardless of whether the Court
permits DE Shaw, et al. to file their own plan or the key
creditor constituencies to do so, all creditors have a compelling
interest in identifying assets and causes of action.  Creditors
must be afforded an opportunity to assess whether the Discovery
Parties may be appropriately released and, if so, at what price,
Mr. Minias asserted.

Mr. Minias said that DE Shaw, et al. excluded the Debtors'
management from the discovery so that the discovery will not
disturb their business operations.  The requested investigation
will be conducted at DE Shaw, et al.'s expense with the fruits of
their labor to be shared with the Debtors and the Official
Committee of Unsecured Creditors.

Mr. Minias also noted the Objecting Parties attempted, without
basis, to force DE Shaw, et al, to file a complaint on partial
information in lieu of the Discovery Request.

As reported by the Troubled Company Reporter on May 19, DE Shaw
informed the Court it is interested in operating reorganized PTS
II.  The Second Lien Lenders have taken concrete and affirmative
steps to advance their ability to own and successfully operate
reorganized PTS, including:

     * Teaming up with an experienced industry executive, who
       would be a senior manager in the reorganized company;

     * Spending thousands of hours developing a comprehensive
       business plan for the reorganized company; and

     * Meeting with the Debtors' key original-equipment-
       manufacturer customers, i.e., the auto makers, to
       demonstrate their commitment to PTS, and to gain the
       customers' support.

According to the Yucaipa entities, the Discovery Request is moot
and unfounded.  Mr. Klyman asserts the Discovery Request was filed
six months ago as part of an ill-disguised attempt by D.E. Shaw
who is a bidder for the PTS assets to harass Allied Holdings Inc.,
another bidder which is backed by Yucaipa; and
uncover the confidential negotiations and other documents related
to the Allied Holdings' potential bid.  Nearly all of the document
requests proposed by D.E. Shaw seek information related to Allied
Holdings' potential bid, he notes.  Allied Holdings is no longer a
bidder for the Debtors' assets; therefore, the need for the
discovery with respect to the potential bid has been mooted with
the passage of time, Mr. Klyman further says.

Mr. Klyman adds D.E. Shaw's belated decision to prosecute its
discovery request after the six months of dormancy is an
unwarranted pressure tactic and a baseless sideshow at this
critical juncture of the Debtors' Bankruptcy Cases.  The
discovery is overbroad and burdensome to the subject directors,
he maintains.

                About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.  The Debtors have until
March 18, 2008, to file a plan of reorganization.  (Performance
Bankruptcy News, Issue No. 46; Bankruptcy Creditors' Services
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PLASTECH ENGINEERED: Court OKs Auction of Business & Other Assets  
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted Plastech Engineered Products Inc. and debtor-affiliates
permission to proceed with the bidding process on some or all of
their business units and miscellaneous assets.

The Court also authorized the Debtors to select stalking horse
bidders.  According to Greg M. Galardi, Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Wilmington, Delaware, Plastech will
be able to select stalking horse bidders for its interior and
exterior component businesses during the next two weeks,
according to a May 24 report by Detroit Free Press.

The Debtors, who have set an auction on June 16, are also
permitted to pay a break-up fee and to reimburse expenses to the
stalking horse bidders in connection with the potential sale.

"Even though this is a very short timeframe, I think it's proper
to move forward with the timeframe," Judge Shefferly said at the
hearing, according to Automotive World.  "The bidding procedures
are satisfactory."

The Debtors' business units, which all are open for bidding,
include (i) their interior and underhood business; (ii) the
manufacture of plastic-based automotive exteriors components;
(iii) automotive stamping manufacturing; and (iv) carpet
installation business.  

Miscellaneous assets included in the sale plan are:

     * 51% equity interest in TrimQuest LLC, a Michigan limited
       liability company;

     * stock or equity interest in any or all of Plastech's
       direct or indirect subsidiaries;

     * any of their plants or facilities; and

     * any or all of their miscellaneous capital assets.

Johnson Controls, Inc., the Debtors' largest customer, has made
an offer to purchase the Debtors' interiors and underhood
business.  Representatives of Plastech said, at the hearing, the
company solicited "half a dozen" potential bidders for some of
its units and remained confident it would receive multiple bids
by the 13 June deadline to submit offers, Automotive World
reported.

The Court will convene a hearing on June 18, 2008, at 9:30 a.m.,
to consider approval of the results of the auction.

The Debtors' major customers General Motors Corp., Chrysler, LLC,
Johnson Controls, and Ford Motor Company, which provided the
Debtors with $87,000,000 of DIP financing, have required the
Debtors to (i) auction off their assets by July 12, if they are
pursuing a sale of their business, or (ii) file a Chapter 11 plan
by May 31, if pursuing a restructuring of their business.

Detroit Free Press, however, notes that a standalone plan would
require financing, something the company has had difficulty
obtaining.  Plastech's DIP Financing has been provided by
customers, not from traditional sources like banks and financial
institutions.

According to the same report, Plastech wants to have its future
determined before the start of the industry's July shutdown, when
automakers and suppliers retool their plants for new models, a
period that can be costly for a company that is in bankruptcy.

                Lessors Object, GE Capital Proposes
                     Revised Bid Procedures

General Electric Capital Corporation, a party to equipment leases
with the Debtors, wants the proposed bid procedures revised to
include a framework for the potential assumption and assignment
of the Debtors' executory contracts and unexpired leases.

"Most, if not all, of the equipment leased by the Debtors are
critical to the continued operations of the business units the
Debtors seek to sell," Daniel G. Kielczewski, Esq., at Abbot
Nicholson Quilter Esshaki & Youngblood, P.C., in Detroit,
Michigan, asserts.

Mr. Kielczewski says the failure to account in the Bid Procedure
for the almost certain assignment and assumption of leases will
cause unnecessary delay and confusion to the sale process,
specifically that Section 365 of the Bankruptcy Code provides:

     ". . If there has been a default in an executory contract or
     unexpired leases of the debtor, the trustee may not assume
     such contract or lease unless, at the time of assumption of
     such contract or lease, the trustee (a) cures, or provides
     adequate assurance that the trustee will promptly cure such
     default..(c) provides adequate assurance of future
     performance under such contract or lease."

Mr. Kielczewski further asserts failure to address the assumption
and assignment of the leases is prejudicial to the non-debtor
contract parties.  He notes that the proposed protocol fails to
provide appropriate notice and access to information that would
allow GE Capital and other parties to determine whether the
Debtors or any bidders will be able to satisfy the requirements
of Section 365.

GE Capital thus proposes a revised set of Bid Procedures, which
provides, among other things:

   (i) The asset purchase agreement between the Debtors and the
       bidders will include a list of contracts and unexpired
       leases the bidders propose to take assignment.  The
       Debtors will notify counterparties to the contracts if
       their contracts are identified by the qualified bidders.

  (ii) Bidders must provide written evidence of commitment to
       consummate the sale transaction, including the ability to
       provide adequate assurance of future performance.

(iii) On or before June 13, the Debtors will serve on each non-
       debtor party to the contracts to be included in the sale a
       notice of the cure amount that the Debtors believe would
       be due to be paid in full in cash upon the assumption and
       assignment of a contract.

A copy of the proposed Revised Bid Procedures is available for
free at:

              http://researcharchives.com/t/s?2ce1

These lessors concur and join in GE Capital's objection and
request to approve the revised Bid Procedures:

   (i) M&I Equipment Finance Company,
  (ii) US Bancorp Equipment Finance, Inc.,
(iii) Wells Fargo Equipment Finance, Inc., and
  (iv) Huntington National Bank.
   (v) American Financial Leasing, Inc.

The Court has yet to issue a written order approving the Bidding
Procedures.

                    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.  (Plastech Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/        
or 215/945-7000)


PLASTECH ENGINEERED: Wants to Add Tax Services to PwC's Work
------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to expand the scope of Pricewaterhouse Coopers LLP's
services to include tax planning services, nunc pro tunc to May 1,
2008.

On May 1, 2008, the Debtors entered into an engagement letter
related to the tax planning services associated with the Debtors'
emergence from bankruptcy.

Pursuant to the Tax Planning letter, PwC will:

     * obtain an understanding of the Debtors' corporate
       structure;

     * review three potential bankruptcy plans -- sale,
       standalone restructurings or liquidation (full or
       partial) -- including, assessing the level of debt
       forgiveness for each plan, assessing the amount of stock
       to be issued to (1) existing shareholders, (2) creditors
       and (3) new investors as part of each plan, and gain an
       understanding of the subsidiaries included as part of the
       bankruptcy filing and their effect on attribute reduction,
       etc;

     * review the Debtors' net operating losses;

     * review the Debtors' creditor claims and determine the tax
       consequences and tax implications of debt forgiveness of
       those claims; and

     * model structuring options, including preparing a matrix of
       the effect on future cash taxes for each of the
       alternative plans.

"The Tax Planning Services are necessary to maximize the value of
the company and their estates," Peter Smidt, executive vice
president for Finance and chief executive officer of Plastech
Engineered Products, Inc., says.  The Tax Planning Services are
unique and PwC will coordinate with other professionals employed
in these Chapter 11 cases to ensure that there will be no
duplication of work," Mr. Smidt assures the Court .

PwC estimates that fees relating to the Tax Planning Services  
will reach between $150,000 and $200,000 computed on these rates:

       Professional                Hourly Rate
       ------------                ------------
       Partner                         $715
       Director                         500
       Manager                          425
       Senior Associate                 295
  
PwC will also seek reimbursement for reasonable expenses.  The
Debtors agree to indemnify and release PwC and its personnel
under certain circumstances pursuant to the Tax Planning Letter,
a copy of which is available for free at:

              http://researcharchives.com/t/s?2ce2

PwC is a "disinterested person" within the meaning of Section
101(14) of the U.S. Bankruptcy Code, and holds no adverse
interests to those of the Debtors and their estate.

                    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.  (Plastech Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/        
or 215/945-7000)


POLAR MOLECULAR: Bad Faith Filing Cues Court to Dismiss Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
the Chapter 11 bankruptcy case of Polar Molecular Corp., Bloomberg
News reports.

As reported in the Troubled Company Reporter on Feb. 21, 2008,
Petroleum Enhancer LLC, which has a security interest in patents
and trademarks against the Debtor, said that the bankruptcy
petition was filed the day before a foreclosure date.  Therefore,
the Chapter 11 filing was in bad faith, Petroleum Enhancer said.

Headquartered in Denver, Polar Molecular Corp. develops and sells
fuel additives.  The company also sells marketing rights to others
to sell the same fuel additives.  The company filed for Chapter 11
protection on Jan. 11, 2008 (Bank. D. Colo. Case No. 08-10346).  
D. Bruce Coles, Esq., at Quinn & Coles, represents the Debtor in
its restructuring efforts.  The Debtor reported $400,001,522 in
total assets, including $400,000,000 in patents and other
intellectual properties, and $5,123,574 in total debts, in its
schedules of assets and liabilities filed with the Court.


QUEBECOR WORLD: Incurs $190 Million Net Loss in First Quarter 2008
------------------------------------------------------------------
Quebecor World Inc. and its affiliates generated operating
revenues of $1.2 billion and incurred a net loss of $190 million
for the first quarter ended March 31, 2008.

As of March 31, 2008, the Debtors had total assets of
$4.2 billion, total liabilities of $4.7 billion, and total
stockholders' deficit of $508.7 million.  Cash at the end of the
first quarter was $215.2 million.

                 Updates Since Bankruptcy Filing

On Jan. 21, 2008, Quebecor World filed for creditor protection in
the United States and Canada due to the inability of the company
to raise new capital in the difficult financial market and to
complete the sale of its European operations.  The filing was
necessary to ensure the long-term sustainable profitability of
the company within a process that ensures fair and equitable
treatment for all stakeholders.

Since the initial filing, the company received the final order for
its $1 billion DIP (debtor-in-possession) financing from the U.S.
and Canadian courts.  The company also received an extended stay
of proceedings under CCAA in Canada to July 25, 2008.  The stay of
proceeding under the Chapter 11 process is through to July of
2009.  As stated in the Monitor's report of May 6, 2008, the
company had an unrestricted cash balance of $123 million at
April 27, 2008 and, as a result of the granting of the Final DIP
Order on April 1, 2008, has access to the $400 million.

                    Revolving Loan Facility

Quebecor World has made substantial progress on the advancement of
the Chapter 11 and CCAA processes with assistance of the
restructuring committee of the Board, its advisors, the Chief
Restructuring Officer and input from the Monitor.  The company is
developing a business plan which will reflect the company's
expectation of future operating performance both during and after
the CCAA and Chapter 11 processes and expects to discuss those
shortly with its stakeholders committee's.

Quebecor World announces that for first quarter 2008 it generated
revenues of $1.3 billion compared to $1.4 billion in 2007.  
Operating loss before impairment of assets, restructuring, and
other charges (IAROC) and business disposals in the first quarter
was $2.8 million compared to operating income of $22.2 million in
the first quarter of 2007.  On the same basis, adjusted EBITDA was
$73.4 million in first quarter 2008 compared to $103.0 million in
the first quarter 2007.  First quarter results included impairment
of assets, restructuring and other charges (IAROC) net of income
taxes of $38.0 million compared to $23.1 million in the first
quarter last year.  In the first quarter of 2008, the Company
incurred a non-cash loss of $32 million related to its former UK
facility as well as reorganization charges of $14.2 million.  The
lower adjusted EBITDA in 2008 is attributed to reduced volume,
customer losses realized last year in the U.S. book and catalog
segments, lower prices related to excess capacity, a weaker world-
wide economy and the impact of the creditor protection process.

"We continue to implement the final phases of our three-year
retooling and restructuring plan which is being completed in
2008," said Jacques Mallette, President and CEO Quebecor World.  
"Our refinancing efforts at the end of 2007 and our filing for
creditor protection in the U.S. and Canada created uncertainty
with selected customers.  This resulted in spot volume reductions
which contributed to our reduced profitability.  However, the
overwhelming majority of our customers have been very supportive
and we continue to work toward the objective of exiting creditor
protection as soon as possible as a strong player in our
industry.  Our adjusted EBITDA results in the first quarter are
also slightly ahead of projections for our DIP financing."

In the last three months Quebecor World has renewed business with
major publishers and retailers including, McGraw Hill, Simon and
Schuster, Bauer, Wenner Media, Rona, Carrefour Group and many
others.  The company is serving all its global customers with
superior products and services.  This includes enhanced before
and after print value-added services as exemplified by Quebecor
World's Integrated Multi-Channel Solutions offering to increase
the efficiency of customers advertising campaigns.  In the coming
weeks and months, Quebecor World intends to further expand this
and other programs to create additional customer value.

               First Quarter Per Share Information
                   and Restructuring Charges

In the first quarter Quebecor World reported a net loss of
$190.0 million or $1.29 per share compared to a net loss of
$38.1 million or $0.34 per share in the first quarter of last
year.  First quarter results included impairment of assets,
restructuring and other charges (IAROC) net of income taxes of
$38.0 million or $0.26 per share, compared to $23.1 million or
$0.17 per share in the same period in 2007.  Excluding IAROC, the
adjusted net loss was $152 million or $1.03 per share in the
first quarter 2008 compared to adjusted net loss of $15 million
or $0.17 per share for the first quarter last year.

A full-text copy of Quebecor World's 2008 First Quarterly
Financial Results is available for free at:

              http://ResearchArchives.com/t/s?2c0a

                        About Quebecor Inc.

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company with
operations in North America, Europe, Latin America and Asia.  It
has two operating subsidiaries, Quebecor World Inc. and Quebecor
Media Inc.  Quebecor World is one of the largest commercial print
media services companies in the world.

Quebecor Media owns operating companies in numerous media related
businesses: Videotron Ltd., the largest cable operator in Quebec
and a major Internet Service Provider and provider of telephone
and business telecommunications services; Sun Media Corporation,
Canada's largest national chain of tabloids and community
newspapers; TVA Group Inc., operator of the largest French
language over the air television network in Quebec, a number of
specialty channels, and the English language over the air station
Sun TV; Canoe Inc., operator of a network of English and French
language Internet properties in Canada; Nurun Inc., a major
interactive technologies and communications agency with offices in
Canada, the United States, Europe and Asia; companies engaged in
book publishing and magazine publishing; and companies engaged in
the production, distribution and retailing of cultural products,
namely Archambault Group Inc., the largest chain of music stores
in eastern Canada, TVA Films, and Le SuperClub Videotron Ltd., a
chain of video and video game rental and retail stores.  Quebecor
Inc. has operations in 18 countries.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

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 July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe 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.


REDENVELOPE INC: Provide Commerce Purchases Assets at Auction
-------------------------------------------------------------
Provide Commerce Inc. acquired the assets of RedEnvelope Inc. in a
bankruptcy auction on Tuesday before the Hon. Dennis Montali of
the United States Bankruptcy Court for the Northern District of
California.  Provide Commerce will assume full ownership of the
Debtor on June 23, 2008.

"We are thrilled to add Red Envelope under the Provide Commerce
family of brands –- they have a great brand, solid customer base
and an attractive line of merchandise," said Bill Strauss, Provide
Commerce chief executive officer.  "By combining the assets of
both companies, we believe we can strengthen all of our brands
while providing our customers with even more exciting products
to choose from."

Creative Catalog Corporation, the initial "stalking-horse" bidder,
was entitled a $256,500 break-up fee, which is 4.5% of the initial
purchase price of $5,700,000, in the event the Debtor consummates
the sale to Provide Commerce.

The Debtors estimate at closing of the sale that (i) the
outstanding balances on the DIP facility will be $2,788,000, (ii)
cure amounts owning on the assumed contract will sit at $275,000,
and (iii) operational administrative claims will total at least
$976,000.

The Debtors further estimate that (i) priority tax claims will
total $414,000, (ii) priority wage claims will be $386,000 and
(iii) general unsecured claims will sum to $11,000,000.

Pursuant to court documents, the Debtors show a list of affected
lienholders in the transaction including, among other things:
Medina Paper Recycling, Winmark Capital Corporation, Granite Creek
Partners Agent LLC, CitiCapital Technology Finance and Hirsch
International Corporation.

                       About RedEnvelope

Based in San Francisco, California, RedEnvelope Inc. (OTC:REDE) --  
http://www.redenvelope.com-- is an online retailer of upscale    
gifts.  RedEnvelope offers a collection of gifts through its
catalog, web store and phone store.  Its in-house design team
creates products and its merchants source products domestically
and from various parts of the world, often commissioning artists
and vendors to create gifts.  It offers an assortment of products
in 12 categories with core product categories that include
jewelry, home, men's and women's accessories and new baby gifts.   
RedEnvelope has an internal database of approximately 3.4 million
customer names, with approximately 514,000 new customers added
during the fiscal year ended April 2, 2007.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin, Esq.
at Murray & Murray, represents the Debtor.  The U.S. Trustee for
Region 17 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  Brian Y. Lee, Esq., and John D. Fredericks,
Esq., at Winston and Strawn, represent the Committee in these
cases.  When the Debtor filed for protection from its creditors,
it listed assets of $21,781,415 and debts of $15,302,142.


REPUBLIC WESTERN: A.M. Best Holds B(Fair) Fin'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of
B(Fair) and the issuer credit ratings of "bb" of the Republic
Western Insurance Group, which consists of Republic Western
Insurance Company and its wholly owned subsidiary North American
Fire & Casualty Insurance Company.  The outlook for all ratings is
stable.

The ratings reflect the group's improved risk-adjusted
capitalization and underwriting performance in recent years,
primarily driven by management's corrective actions.  In addition,
the ratings also consider the improved financial condition of its
parent, AMERCO [NASDAQ: UHAL].

While performance and capitalization have improved in recent
years, the ratings continue to reflect Republic Western's
historically poor underwriting and operating performance, as well
as Republic Western's limited business profile.

The rating outlook is based on A.M. Best's expectation that
improved operating results will continue to offset the historical
earnings drag generated from the group's run-off operations, and
thus add to surplus in the medium term.  


ROBERT HOULE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robert T. Houle
        P.O. Box 86
        Mendon, New York 14506

Bankruptcy Case No.: 08-21155

Chapter 11 Petition Date: May 12, 2008

Court: Western District of New York (Rochester)

Debtors' Counsel: Carl J. Schwartz, Jr., Esq.
                   (carlschwartz@fingerlakeslawgroup.com)
                  Finger Lakes Law Group
                  131 Main Street
                  P.O. Box 681
                  Penn Yan, New York 14527
                  Tel: (315) 536-4223

Estimated Assets: $2,705,500

Estimated Debts:  $2,540,708

A copy of the Debtor's petition is available for free at:

           http://bankrupt.com/misc/nywb08-21155.pdf


RODNEY HOLDINGS: Case Summary & One Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Rodney Holdings, LLC
        706 Wilderness Acres
        East Stroudsburg, Pennsylvania 18301

Bankruptcy Case No.: 08-43230

Chapter 11 Petition Date: May 23, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtors' Counsel: Daniel W. Nieroda, Jr., Esq.
                   (nycounsl@optonline.ne)
                  260 West Main Street
                  Bay Shore, New York 11706
                  Tel: (631) 968-4500
                  Fax: (631) 968-6523

Total Assets: $3,949,500

Total Debts:  $2,694,583

A copy of the Debtor's petition is available for free at:

              http://bankrupt.com/misc/nyeb08-43230.pdf


ROGER BENCKE: Case Summary & Two Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Roger E. Bencke
        23 Myrtle Street
        Redwood City, California 94062

Bankruptcy Case No.: 08-30903

Chapter 11 Petition Date: May 23, 2008

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtors' Counsel: James F. Beiden, Esq.
                   (attyjfb@yahoo.com)
                  Law Offices of James F. Beiden
                  840 Hinckley Road #245
                  Burlingame, California 94010
                  Tel: (650) 697-6100

Total Assets: $2,423,300

Total Debts:  $1,742,750

A copy of the Debtor's petition is available for free at:

        http://bankrupt.com/misc/califnb08-30903.pdfr


ROSS AIR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Ross Air Systems, Inc.
        P.O. Box 310
        Somerville, NJ 08876

Bankruptcy Case No.: 08-19847

Type of Business: The Debtor provides an extensive line of
                  air-drying equipment and complete processing
                  lines for coating, saturating, drying, baking,
                  curing, and treating of continuous rolled
                  products.  See http://www.rossairsystems.com/

Chapter 11 Petition Date: May 28, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: John F. Bracaglia, Jr., Esq.
                  Cohn, Bracaglia & Gropper, PC
                  275 East Main Street
                  P.O. Box 1094
                  Somerville, NJ 08876
                  Tel: (908) 526-1131
                  Fax: (908) 526-1275

Total Assets:   $332,000

Total Debts:  $2,359,194

A copy of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb08-19847.pdf


SHAPES/ARCH HOLDINGS: 3rd Amended Disclosure Statement Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
an amended disclosure statement explaining a third amended joint
plan of reorganization Shapes/Arch Holdings LLC and its debtor-
affiliates filed on May 22, 2008.  The Court held that the third
amended disclosure statement contains adequate information within
the meaning of Section 1125 of the Bankruptcy Code.

The Court also approved procedures the Debtors proposed for the
solication and tabulation of Plan votes.  Deadline for voting on
the Plan is June 27.

The Court will hold a hearing July 8 to consider confirmation of
the plan in Camden.  Confirmation objections, if any, are due June
30.

Several parties filed objections to the earlier versions of the
disclosure statement and plan, including Arch Acquisition I, LLC,
which has offered to sponsor the Debtors' plan; and the official
committee of unsecured creditors appointed in the Debtors' cases.

Arch Acquisition pointed out that the earlier plan versions
violate the absolute priority rule provided in the Bankruptcy
Code.  Arch Acquisition argued that the earlier plan versions
allow a party having voting control over the equity of the Debtors
to receive 100% of the equity of the reorganized debtors while the
creditors are left with virtually nothing.

Arch Acquisition and the Committee argued that the earlier
versions were an implementation of prepetition, private deals
between the Debtors; Versa Capital Management, Inc., a private
equity firm; and  Arcus ASI Funding, LLC.

In mid-January, 2008, the Debtors began a dialogue with Versa to
discuss Versa's interest in a possible transaction.  Versa
expressed interest and conducted extensive due diligence on an
expedited basis with respect to the Debtors' businesses in late
January.  In February 2008, Versa, the Debtors and representatives
of the owners of Ben LLC, which holds 100% of the membership
interest in the Debtors, engaged in arm's-length negotiations
which culminated in an agreement whereby Arcus ASI Funding, LLC
would commit to lend up to $25,000,000 during the Debtors' Chapter
11 proceedings and provide additional funding and an equity
infusion to help reorganize the Debtors.

As part of that deal, Arcus ASI, Inc. would become a manager of --
but not a member of -- Shapes/Arch with 79.9% of the voting
rights, and Ben LLC would retain 100% of the ownership rights and
20.1% of the voting rights.

The earlier plan versions provide for Arcus as the Plan Funder,
and for the Debtors' lender group to provide the Debtors with
revolving loans throughout the chapter 11 proceedings and upon
exiting bankruptcy in the amount of up to $60,000,000.

To address the objections, the Debtors and their professionals
worked with the Committee and Arch Acquisition to develop a Third
Amended Plan and Disclosure Statement, which were circulated prior
to the disclosure statement hearing last Friday and posted on the
Court's docket on Tuesday.

All other objections to the disclosure statement that have not
been resolved, waived or withdrawn were overruled by the Court.

                        Third Amended Plan

Arch Acquisition LLC, an affiliate of Signature Aluminum and
H.I.G. Capital Partners, provided $30,000,000 in postpetition
financing to the Debtors.  On the effective date of the Third
Amended Plan, Arch Acquisition or its designee will either:

   (a) amend and restate the DIP Agreement; or

   (b) enter into a exit loan as part of its commitment to fund up
       to $91,500,000 for distributions under the Plan.

The principal amount of the Exit Facility outstanding on the
Effective Date will be approximately $26,700,000.

The Third Amended Plan classifies claims against and interests in
the Debtors in 12 classes.  The classification and treatment of
claims and interests are:

                 Treatment of Claims and Interest

                   Type of             Estimated       Estimated
  Class            Claim               Amount          Recovery
  -----            -------             ---------       ---------
  Unclassified     Administrative      $2,513,606         100%
                   Claims

  Unclassified     Fee Claims          $800,000           100%

  Unclassified     Priority Tax        $84,667            100%
                   Claims

  1                Other Priority      $1,514,113         100%
                   Claims

  2                Secured Real        $747,939           100%
                   Estate Claims

  3                Arch DIP Claim      $26,700,000        100%

  4                CIT DIP Claims      $54,600,000        100%

  5                Secured Claims      $TBD               100%
                   Purchase Money
                   Security Interest

  6                Secured Claims of   $200,000           100%
                   Warehousemen and
                   Shippers

  7                Collateralized      TBD                100%
                   Insurance Program
                   Claims

  8                Miscellaneous       $75,000            100%
                   Secured Claims

  9                Environmental       Unknown            TBD
                   Claims

  10               General Unsecured   $38,121,413        TBD
                   Claims

  11               Ben Interest        NA                 0%

  12               Class 12 Interest   NA                 100%

Classes 5, 6, 7, 8, 9, 10 and 11 are impaired under the Plan and
the holders of claims in these classes are entitled to vote on the
Plan.

Any holder in Class 5 of a purchase money security interest in
equipment or a lessor of equipment who has not properly perfected
its interest under the Uniform Commercial Code will be treated as
a Class 10 unsecured creditor.  The Reorganized Debtors will have
the right to prepay the Class 5 Claims in whole or in part without
penalty.  If the Reorganized Debtors pre-pay, in part, they will
remain responsible for the balance of any Allowed Claim.

Holders of Class 6 Shippers and Warehousemen Claims may be paid in
full or in 24 equal monthly installments of principal, plus
interest at 6% per annum.

Allowed Secured Claims in Class 7 of those entities holding cash
deposits or letters of credit which are acting as collateral
security for the workers' compensation insurance policies of the
Debtors, will retain on account of the Allowed Secured Claim the
cash deposit or Letter of Credit.  However, the claimants are to
return to the Reorganized Debtors all collateral being held in
excess of the Allowed Secured Claims.

The Environmental Protection Agency will receive $300,000 and the
New Jersey Department of Environmental Protection will receive
$25,000 on account of their Class 9 Environmental Claims under the
Plan.  Funding for these distributions and other distributions to
holders of Environmental Claims will be made solely from proceeds
of applicable insurance policies.

The Debtors have noted that numerous claims have been filed
asserting Environmental Claims of several billion dollars.  The
Debtors believe those claims are grossly overstated and
objectionable.

Holders of Class 10 General Unsecured Claims will be paid through
the liquidation trust. The Reorganized Debtors will transfer
certain assets to the trust including avoidance actions and
certain other actions under Chapter 5 of the Bankruptcy Code.  The
Troubled Company Reporter related May 15 that earlier Plan
versions provide for a 10% to 14% recovery to Class 10 claimants.

The Debtors believe class 10 claimants could get a 7% to 14%
recovery, given an expected $5,000,000 to be infused into the
trust.

A full-text copy of the Debtors' Third Amended Plan is available
at no charge at:

   http://ResearchArchives.com/t/s?2ce4

A full-text copy of the Debtors' Third Amended Disclosure
Statement is available at no charge at:

   http://ResearchArchives.com/t/s?2ce5

                      About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.

The U.S. Trustee for Region 3 appointed Alcan, Inc.; RUSAL America
Corp.; PSE&G; Glencore Ltd.; Coil Plus PA, Inc.; Perfect Trade
Development Co./Kotech Industry and Co. Ltd.; UPS; Acme Corrugated
Box Co.; and Colorworks Graphic Services, Inc., to the Official
Committee of Unsecured Creditors.  Halperin Battaglia Raich LLP
represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHAPES/ARCH HOLDINGS: Court Approves $30-Mil. DIP Loan from Arch
----------------------------------------------------------------
Shapes/Arch Holdings LLC and its debtor-affiliates sought and
obtained authority, on a final basis, from the U.S. Bankruptcy
Court for the District of New  Jersey to borrow up to:

   1. $30,000,000 under a DIP Loan and Security Agreement with
      Arch Acquisition I, LLC; and

   2. $60,000,000 under a DIP Revolving Credit Agreement with
      The CIT Group/Business Credit, Inc., in its individual
      capacity and as agent for JP Morgan Chase Bank, N.A. and
      Textron Financial Corporation.

The Bankruptcy Court approved last week an amended disclosure
statement explaining a third amended joint plan of reorganization
filed by the Debtors.  The Court will hold a hearing July 8 to
consider confirmation of the plan in Camden.  A story on the
disclosure statement approval and plan summary is in today's
Troubled Company Reporter.

The Debtors estimate that they will have drawn approximately
$26,700,000 under the Arch term loan through the Confirmation
Hearing.

The Debtors will use funds under the DIP Revolver Agreement with
the CIT Lenders to fund operations pending Plan confirmation.  The
Debtors expect the balance due under the DIP Revolving Agreement
as of the anticipated date of the Confirmation Hearing to be
roughly $54,600,000, including outstanding letters of credit.

The Debtors' DIP obligations are secured by valid and perfected
priming liens and security interests granted to Arcus ASI Funding,
LLC -- and now assigned to Arch Acquisition -- on all of the
Debtors' assets and properties, subject to a first lien in favor
of the CIT Lenders on the Debtors' inventory and accounts
receivable and other property.

As reported by the Troubled Company Reporter on March 31, the
Debtors obtained permission on an interim basis to obtain DIP
financing from the CIT Lenders and Arcus.

The proceeds of Arcus' facility was to be used to provide funding
in excess of what is available based upon the Debtors' eligible
inventory and accounts in light of the cyclical nature of the
Debtors' businesses -- PP&E Equity Borrowing Base Component -- and
pay-off a prepetition term loan owing to CIT.

The Interim Order granted the Debtors' access to the credit
facilities until April 3, 2008.  The interim financing was
subsequently extended on an interim basis through the issuance of
the Final DIP Order.

On the effective date of the Third Amended Plan, Arch Acquisition
or its designee will either:

   (a) amend and restate the DIP Agreement; or

   (b) enter into a exit loan as part of its commitment to fund up
       to $91,500,000 for distributions under the Plan.

The principal amount of the Exit Facility outstanding on the
Effective Date will be approximately $26,700,000.

Pursuant to the Final DIP Order, Arcus became entitled to:

   -- a $600,000 fee payable by the Debtors as a result of the
      Debtors' entry into the DIP loan agreement with Arch; and

   -- a $50,000 assignment fee payable by Arch.

Blank Rome LLP, counsel to Arcus, will be paid $675,000 for its
services rendered.

CIT, as Revolving Credit Agent, is represented in the Debtors'
cases by:

   Stradley Ronen Stevens & Young, LLP
   2600 One Commerce Square
   Philadelphia, Pennsylvania 19103
   Attn: Paul A. Patterson, Esq.

Arch is represented in the Debtors' cases by:

   Greenberg Traurig, LLP
   Met Life Building
   200 Park Avenue
   New York, New York 10186
   Attn: Nancy A. Mitchell, Esq.

                      About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.

The U.S. Trustee for Region 3 appointed Alcan, Inc.; RUSAL America
Corp.; PSE&G; Glencore Ltd.; Coil Plus PA, Inc.; Perfect Trade
Development Co./Kotech Industry and Co. Ltd.; UPS; Acme Corrugated
Box Co.; and Colorworks Graphic Services, Inc., to the Official
Committee of Unsecured Creditors.  Halperin Battaglia Raich LLP
represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHAPES/ARCH HOLDINGS: Arch Declared Lead Bidder in Equity Sale
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey declared
Arch Acquisition I, LLC, as stalking horse bidder in connection
with the planned sale of the equity of reorganized Shapes/Arch
Holdings LLC under the terms and condition of the Third Amended
Chapter 11 plan of reorganization filed by Shapes/Arch Holdings
LLC and its debtor-affiliates.

The Court approved also bidding procedures proposed by the
Debtors.

The Competitive Process will be conducted through a sales
consultant who will solicit higher and better offers for the
equity of Reorganized Shapes/Arch.  If one or more Qualified Bids
are received, an auction will be held June 27, 2008 at 10:00 a.m.
(Eastern Time).  Bids are due June 25.

Arch Acquisition, an affiliate of Signature Aluminum and H.I.G.
Capital Partners, provided $30,000,000 in postpetition financing
to the Debtors.  On the effective date of the Third Amended Plan,
Arch Acquisition or its designee will either:

   (a) amend and restate the DIP Agreement; or

   (b) enter into a exit loan as part of its commitment to fund up
       to $91,500,000 for distributions under the Plan.

The principal amount of the Exit Facility outstanding on the
Effective Date will be approximately $26,700,000.

A Qualified Bid must exceed Arch's plan funding commitment by at
least $1,950,000, which accounts for the breakup fee payable to
Arch; its expense reimbursement; fees payable to Arcus ASI
Funding, LLC, pursuant to Arcus' agreement to assign its rights
under a DIP term loan agreement to Arch; and a minimum $150,000
increase the $5,000,000 Arch proposed to fund a trust for general
unsecured claims.

The only material modifications to the Amended Plan may be to:

   (i) replace Arch as the Plan Funder,

  (ii) provide for the payment in full on the Effective Date of
       the Class 3 Arch Acquisition DIP Claim;

(iii) increase or eliminate the caps on the amount of the
       Allowed Claims in Class 1, Class 2 or Priority Tax Claims
       and otherwise, including the Plan Funding Commitment; and

  (iv) increase the Class 10 distribution to general unsecured
       creditors by at least $150,000 over and above the
       distribution proposed under the Amended Plan.

The effective date of the Amended Plan or the Alternative Plan
will be no later than July 31, 2008.

The reorganized Debtors' equity will be sold to a single bidder,
in a single sale.

The Auction will be held at the offices of Cozen O'Connor, 1900
Market Street, in Philadelphia, Pennsylvania.

The Debtors and their professionals worked with the Committee and
Arch Acquisition to develop the Third Amended Plan and
accompanying Disclosure Statement.

The Third Amended Plan classifies claims against and interests in
the Debtors in 12 classes.  The classification and treatment of
claims and interests are:

                 Treatment of Claims and Interest

                   Type of             Estimated       Estimated
  Class            Claim               Amount          Recovery
  -----            -------             ---------       ---------
  Unclassified     Administrative      $2,513,606         100%
                   Claims

  Unclassified     Fee Claims          $800,000           100%

  Unclassified     Priority Tax        $84,667            100%
                   Claims

  1                Other Priority      $1,514,113         100%
                   Claims

  2                Secured Real        $747,939           100%
                   Estate Claims

  3                Arch DIP Claim      $26,700,000        100%

  4                CIT DIP Claims      $54,600,000        100%

  5                Secured Claims      $TBD               100%
                   Purchase Money
                   Security Interest

  6                Secured Claims of   $200,000           100%
                   Warehousemen and
                   Shippers

  7                Collateralized      TBD                100%
                   Insurance Program
                   Claims

  8                Miscellaneous       $75,000            100%
                   Secured Claims

  9                Environmental       Unknown            TBD
                   Claims

  10               General Unsecured   $38,121,413        TBD
                   Claims

  11               Ben Interest        NA                 0%

  12               Class 12 Interest   NA                 100%

Classes 5, 6, 7, 8, 9, 10 and 11 are impaired under the Plan and
the holders of claims in these classes are entitled to vote on the
Plan.

Holders of Class 10 General Unsecured Claims will be paid through
a liquidation trust. The Reorganized Debtors will transfer certain
assets to the trust including avoidance actions and certain other
actions under Chapter 5 of the Bankruptcy Code.  The Troubled
Company Reporter related May 15 that earlier Plan versions provide
for a 10% to 14% recovery to Class 10 claimants.

The Debtors believe class 10 claimants could get a 7% to 14%
recovery, given the $5,000,000 Arch has proposed to be infused
into the trust.

The Alternative Plan may also include non-economic, non-material
modifications provided that the modifications do not cause the
Alternative Plan -- in the Debtors' discretion after consultation
with the Official Committee of Unsecured Creditors appointed in
their cases -- to require re-solicitation under Section 1127 of
the Bankruptcy Code.

Competing bidders must provide a good faith deposit of $4,500,000
in the form of a certified check or wire transfer to be held in
escrow by the Debtors' counsel.

                U.S. Trustee Questions Arch's Fees

Roberta A. DeAngelis, the acting United States Trustee for Region
3, balked at the bidding procedures and suggested that Arch's
break-up fee and expense reimbursement should be scrutinized.  Ms.
DeAngelis pointed out Arch is seeking a $1,000,000 break-up fee,
which is not tied in any way to its actual expenses.  She pointed
out that a $500,000 component of the fee is tied to Arch's actual
costs in becoming the stalking horse bidder.

Ms. DeAngelis said the Court must guard against any bidding
procedure or break-up fee that will chill bidding, because the
goal is to obtain the highest possible price for the Debtors'
assets.

Ms. DeAngelis also argued that Arch is not the initial bidder, and
that the Debtors contemplated a transaction with Arcus, pursuant
to which Arcus was the original plan proponent.  Ms. DeAngelis
said after concerns were raised by the Committee, the U.S.
Trustee, Arch and at least one other potential purchaser about
whether the Arcus transaction was open to competitive bidding,
Arch effectively was substituted for Arcus with, among other
things, an improved dividend to unsecured creditors and with the
sale being subject to higher and better offers.  As a result of
the failed transaction with Arcus, Ms. DeAngelis pointed out,
Arcus received roughly $790,000 from the Debtors' estates to
compensate Arcus' professionals, as well as a termination fee for
not going forward with the Arcus transaction.  Because the Debtors
have already paid one potential purchaser such a significant
expense reimbursement, the Debtors' estates should not be required
to bear those expenses a second time, she said.

In its sale order, the Court authorized the Debtors to pay the
Break-Up Fee and Expense Reimbursement to Arch, in full, on the
Effective Date if it is not the Successful Bidder.

                      About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.

The U.S. Trustee for Region 3 appointed Alcan, Inc.; RUSAL America
Corp.; PSE&G; Glencore Ltd.; Coil Plus PA, Inc.; Perfect Trade
Development Co./Kotech Industry and Co. Ltd.; UPS; Acme Corrugated
Box Co.; and Colorworks Graphic Services, Inc., to the Official
Committee of Unsecured Creditors.  Halperin Battaglia Raich LLP
represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHAPES/ARCH: Court OKs J.H. Cohn as Committee's Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Shapes/Arch
Holdings LLC and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ J.H. Cohn LLP as Financial Advisor and Forensic
Accountant.

J.H. Cohn is expected to:

   a) review reasonableness of the DIP facilities as to their cost
      to the Debtors and the likelihood that Debtors will be able
      to comply with the terms thereof;
         
   b) review the DIP facilities as to whether they provides
      sufficient liquidity;
         
   c) analyze and review key motions as to financial issues;
         
   d) gain an understanding of Debtors' corporate structure,
      including non-debtor entities;
         
   e) perform a preliminary assessment of the Debtors' 13-week
      budget;
         
   f) establish reporting procedures that will allow for the
      monitoring of the Debtors' bankruptcy operations;
         
   g) develop and evaluate alternative sale and restructuring
      strategies;
         
   h) gain an understanding of Debtors' accounting systems;
         
   i) scrutinize proposed transactions, including the assumption
      or rejection of executory contracts;
         
   j) review the reasonableness and necessity of any proposed key
      employee retention plan;
         
   k) identify, analyze and investigate transactions with non-
      debtor entities and other related parties;
         
   l) monitor Debtors' weekly operating results, availability and
      borrowing base certificates, if applicable;

   m) participate in the establishment and monitoring of any
      proposed sales process and supplement list of potential
      buyers;

   n) communicate findings to the Committee;

   o) identify and quantify any recoverable assets which are not
      in the Debtors' estates;

   p) assist the Committee in negotiating the key terms of a Plan
       of Reorganization;

   q) review the nature and origin of other significant claims
      asserted against the Debtors;

   r) prepare dividend analysis;

   s) validate the Debtors' business plan projections and
      liquidation analysis; and

   t) render other assistance as the Committee and its counsel may
      deem necessary.

Bernard A. Katz, Esq., a partner at J.H. Cohn LLP, told the Court
that the Debtors will pay according to the firm's standard rates
for professionals.

The professional rates are:

     Designation                        Hourly Rate
     -----------                        -----------
     Senior Partner/Partners            $515 - $650
     Director/Senior Manager            $430 - $500
     Other Professional Staff           $170 - $425
     Paraprofessional                   $115 - $155

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

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SMART-TEK SOLUTIONS: March 31 Balance Sheet Upside-Down by $1.2MM
-----------------------------------------------------------------
Smart-tek Solutions Inc.'s consolidated balance sheet at March 31,
2008, showed $1,599,736 in total assets and $2,837,981 in total
liabilities, resulting in a $1,238,245 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,144,577 in total current assets
available to pay $2,837,981 in total current liabilities.

The company reported a net loss of $78,416, on total revenue of
$1,128,340, for the third quarter ended March 31, 2008, compared
with a net loss of $14,913, on total revenue of $549,579, in the
same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cdc

                     Going Concern Disclaimer

John Kinross-Kennedy, in Irvine, Calif., expressed substantial
doubt about Smart-tek Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor pointed
to the company's net loss, negative cash flow from operations
during the year ended June 30, 2007, and working capital
deficiency and shareholders' deficiency at June 30, 2007.

                    About Smart-tek Solutions

Based in Reno, Nev., Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,   
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.  


SOCIETE GENERALE: Paydown Performance Cues Fitch to Junk Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded these two classes of Societe Generale
Mortgage Securities Net Interest Margin notes:

SGMS NIM 2005-OPT1 notes:
  -- $1 million Class IN to 'C/DR6' from 'BB';
  -- $1.5 million Class IIN3 to 'C/DR6' from 'B'.

Underlying Transaction: SG Mortgage Securities Trust 2005-OPT1.

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as,
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


SPECTRUM BRANDS: Harbert Management et al. Own 9.9% Equity
----------------------------------------------------------
Harbert Management Corporation, Philip Falcone, Raymond J. Harbert
and Michael D. Luce declare beneficial ownership of 5,200,000
shares in Spectrum's common stock or 9.9% of the company's
outstanding shares.

Harbinger Capital Partners Master Fund I., Ltd., Harbinger Capital
Partners Offshore Manager, LLC, and HMC Investors, LLC, declare
beneficial ownership of 3,500,000 shares in Spectrum Brands Inc.'s
common stock or 6.6.% of the company's total outstanding shares.

Harbinger Capital Partners Special Situations Fund, LP, Harbinger
Capital Partners Special Situations GP, LLC, and HMC - New York,
Inc. declare beneficial ownership of 1,700,000 shares in Spectrum
Brands Inc.'s common stock or 3.2% of the company's outstanding
shares.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of     
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                       *     *     *

As disclosed in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service placed the Caa1 corporate family rating
and Caa1 probability of default rating of Spectrum Brands under
review following the announcement that Spectrum has entered into a
definitive agreement to sell its Global Pet business to Applica
Pet Products, a subsidiary of Salton, Inc., for over $900 million.

As reported in the TCR on May 23, 2008, following the announcement
that Spectrum Brands has signed a definitive agreement with
Salton, Inc. for the sale of its Global Pet Business for
approximately $692.5 million in cash and an aggregate principal
amount of Spectrum's subordinated debt securities equal to $222.5
million, Fitch affirms Spectrum Brands, Inc. ratings as:

  -- Issuer Default Rating at 'CCC';
  -- $1 billion term loan B at 'B/RR1';
  -- $225 million ABL at 'B/RR1';
  -- EUR350 million term loan at 'B/RR1';
  -- $700 million 7.4% senior sub note at 'CCC-/RR5';
  -- $2.9 million 8.5% senior sub note at 'CCC-/RR5';
  -- $347 million 11.25% variable rate toggle senior sub note at
     'CCC-/RR5'

The Rating Outlook is Negative.

Standard & Poor's Ratings Services placed its ratings on Atlanta-
based Spectrum Brands Inc., including the 'CCC+' long-term
corporate credit rating, on CreditWatch with positive
implications.  The CreditWatch status indicates that S&P could
either raise or affirm the ratings following the completion of its
review.  Approximately $2.6 billion of debt was outstanding as of
March 30, 2008.


SPRINT NEXTEL: Fitch Says Merger Issues Led to Revenue Decline
--------------------------------------------------------------
In the past 18 months since Fitch Ratings first revised the Rating
Outlook on Sprint Nextel Corp. to Negative, the company has
experienced rapid credit deterioration due to numerous operational
and merger integration issues.  These issues have greatly affected
the customer experience, which has led to higher churn, declining
average revenue per user and significant postpaid subscriber
losses resulting in material pressure on the company's financial
performance.

Consequently, Sprint Nextel's credit ratings have fallen three
notches, with the last downgrade on Feb. 28, 2008 placing the
ratings below investment grade at 'BB+'.  The company expects no
material improvement in the negative operating trends at least
through the first half of 2008 with expectations for subscriber
losses in the range of approximately two million postpaid
subscribers for the first two quarters.  Despite expectations for
Sprint Nextel to improve its customer experience, Fitch believes
the company will face continued difficulties in regaining market
share and increasing its mix of prime subscribers, given the high
industry penetration rates, the low postpaid churn rates of its
national competitors, the slowing economy, and its competitive
position.

In light of the past negative trends, limited operational
visibility and the potential for further negative rating actions,
Fitch has issued a special report focusing on Sprint Nextel's
capital structure, the guarantees, a summary of its covenants and
the rating implications of a potential secured credit facility.


STANDARD PACIFIC: S&P's Rtng. Unmoved by Recapitalization
---------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Standard
Pacific Corp. (B-/Watch Neg/--) are not immediately affected by
the recent announcement that a private equity firm has agreed to
significantly recapitalize this homebuilder.
     
Irvine, California-based Standard Pacific announced a large equity
infusion that, if completed, should satisfactorily address the
capital-constrained homebuilder's near-term liquidity needs.  
Affiliates of MatlinPatterson Global Advisors LLC have agreed to
purchase $381 million of newly issued convertible preferred stock,
and they have also agreed to backstop a $153 million rights
offering.  Additionally, the private equity firm will exchange
$129 million of various Standard Pacific notes that it holds for
warrants to acquire additional preferred stock.  S&P estimate that
pro forma leverage would drop from a high 68% of capital on a book
value basis at March 31, 2008, to a more appropriate 52% of
capital.  More importantly, the company's estimated cash holdings
would rise to $863 million from $329 million (assuming operations
are cash flow neutral this year).  This balance would be more than
adequate to pay down the company's bank debt and repay a
$104 million note maturity in October.
     
While the new equity proceeds will materially enhance the
company's financial flexibility, they are highly dilutive to
existing shareholders, and, in S&P's view, the company may be
ceding considerable operational control.  Upon the transactions'
closing, MatlinPatterson will add three members to Standard
Pacific's board of directors, and it may ultimately own a majority
of the company's shares when its securities are converted
(although its voting rights will be limited to 49%).  It should be
noted that the proposed transactions are subject to certain
conditions, including shareholder approval and a successfully
amended credit facility.  The transactions are slated to close on
or before the July 31, 2008, termination date, and S&P will
reconsider the CreditWatch placements and its ratings on Standard
Pacific at that time.


STRUCTURE ASSET: Fitch Takes Rating Actions on 29 Classes of Notes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 29 Structure Asset
Investment Loan, Structured Asset Securities Corporation and BNC
Net Interest Margin Notes:

SAIL NIM Notes 2003-BC1
  -- $9.0 million Class B revised to 'CC/DR5' from 'CC/DR4';
Underlying Transaction: SAIL 2003-BC1

SAIL NIM Notes 2003-BC3
  -- $1.7 million Class A revised to 'CC/DR2' from 'CCC/DR2';
  -- $5.3 million Class B revised to 'C/DR6' from 'CCC/DR4';
Underlying Transaction: SAIL 2003-BC3

SAIL NIM Notes 2003-BC6
  -- $759,319 Class A revised to 'C/DR6' from 'B-/DR2';
  -- $2.4 million Class B remains at 'C/DR6':
Underlying Transaction: SAIL 2003-BC6

SAIL NIM Notes 2003-BC7
  -- $2.2 million Class A remains at 'C/DR6';
  -- $8.1 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2003-BC7

SAIL NIM Notes 2003-BC8
  -- $2.7 million Class A remains at 'C/DR6';
  -- $8.6 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2003-BC8

SAIL NIM Notes 2003-BC9
  -- $1.6 million Class A remains at 'C/DR6';
  -- $8.4 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2003-BC9

SAIL NIM Notes 2003-11
  -- $11.6 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2003-11

SAIL NIM Notes 2003-12
  -- $588,216 Class A remains at 'C/DR6';
  -- $7.5 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2003-12

SAIL NIM Notes 2004-2
  -- $4.1 million Class A remains at 'C/DR6';
  -- $6.4 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2004-2

SAIL NIM Notes 2004-4
  -- $6.0 million Class B remains at 'C/DR6';
Underlying Transaction: SAIL 2004-4

SAIL NIM Notes 2005-2
  -- $5.4 million Class B remains at 'C/DR6';
  -- $10.5 million Class C remains at 'C/DR6';
Underlying Transaction: SAIL 2005-2

SAIL NIM Notes 2005-3
  -- $4.8 million Class A remains at 'C/DR6';
  -- $16.5 million Class B remains at 'C/DR6';
  -- $14.0 million Class C remains at 'C/DR6';
Underlying Transaction: SAIL 2005-3

SAIL NIM Notes 2005-4
  -- $5.7 million Class A remains at 'C/DR6';
  -- $11.2 million Class B remains at 'C/DR6';
  -- $11.2 million Class C remains at 'C/DR6';
Underlying Transaction: SAIL 2005-4

SAIL NIM Notes 2005-HE1
  -- $110,865 Class A revised to 'C/DR6' from 'A-', and is removed
     from Rating Watch Negative;

  -- $9.4 million Class B remains at 'C/DR6';
  -- $2.8 million Class C remains at 'C/DR6';
Underlying Transaction: SAIL 2005-HE1

SASCO ARC NIM Notes 2002-BC1
  -- $424,099 Class B remains at 'C/DR6';
Underlying Transaction: SASCO ARC 2002-BC1

SASCO ARC NIM Notes 2003-BC1
  -- $1.1 million Class A remains at 'C/DR6';
  -- $5.1 million Class B remains at 'C/DR6';
Underlying Transaction: SASCO ARC 2003-BC1

SASCO NIM 2005-NC1
  -- $2.5 million Class B remains at 'C/DR6';
Underlying Transaction: SASCO 2005-NC1


SASCO NIM 2005-NC2
  -- $391,047 Class A downgraded to 'C/DR6' from 'B';
  -- $2.6 million Class B remains at 'C/DR6';
Underlying Transaction: SASCO 2005-NC2

SASCO NIM 2005-S6
  -- $17.4 million Class A remains at 'C/DR6';
  -- $510,000 Class B remains at 'C/DR6';
Underlying Transaction: SASCO 2005-S6

SASCO NIM 2005-WF2
  -- $320,607 Class B downgraded to 'C/DR6' from 'B';
Underlying Transaction: SASCO 2005-WF2

SASCO NIM 2005-WF4
  -- $11.4 million Class A downgraded to 'CC/DR3' from 'BBB-';
  -- $5.8 million Class B downgraded to 'C/DR6' from 'BB-';
Underlying Transaction: SASCO 2005-WF4

SASCO NIM 2006-BC3
  -- $26.3 million Class A downgraded to 'C/DR6' from 'BB', and
     removed from Rating Watch Negative;

  -- $6.1 million Class B revised to 'C/DR6' from 'C/DR5';
Underlying Transaction: SASCO 2006-BC3

SASCO NIM 2006-BC4
  -- $21.7 million Class A downgraded to 'C/DR4' from 'BBB-', and
     removed from Rating Watch Negative;

  -- $7.5 million Class B downgraded to 'C/DR6' from 'B';
Underlying Transaction: SASCO 2006-BC4

SASCO NIM 2006-BC5
  -- $9.3 million Class A downgraded to 'B' from 'BBB-', and
     placed on Rating Watch Negative;

  -- $3.8 million Class B downgraded to 'C/DR6' from 'B';
Underlying Transaction: SASCO 2006-BC5

SASCO NIM 2006-WF3
  -- $16.9 million Class A downgraded to 'C/DR5' from 'BBB-';
  -- $4.8 million Class B downgraded to 'C/DR6' from 'BB';
Underlying Transaction: SASCO 2006-WF3

SASCO NIM 2007-BC1
  -- $5.1 million Class A downgraded to 'CCC/DR2' from 'A-';
  -- $8.7 million Class B downgraded 'C/DR5' from 'BBB-';
  -- $5.1 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: SASCO 2007-BC1

SASCO NIM 2007-WF2
  -- $2.7 million Class A downgraded to 'BBB-' from 'A-';
  -- $1.9 million Class B downgraded to 'B' from 'BBB-';
Underlying Transaction: SASCO 2007-WF2

BNC NIM 2006-2
  -- $13.8 million Class A downgraded to 'C/DR6' from 'BBB-';
  -- $3.4 million Class B downgraded to 'C/DR6' from 'BB';
Underlying Transaction: BNC Mortgage Loan Trust 2006-2

BNC NIM 2007-2
  -- $6.1 million Class A downgraded to 'BB' from 'A-';
  -- $9.2 million Class B downgraded to 'C/DR4' from 'BBB-';
  -- $5.8 million Class C downgraded to 'C/DR6' from 'BB';
Underlying Transaction: BNC Mortgage Loan Trust 2007-2

The rating actions reflect actual pay-down performance of the NIM
securities to date compared to initial projections, as well as
changes that Fitch previously made to its subprime loss
forecasting assumptions for the underlying transactions.


TOUSA INC: Citicorp Says JH Cohn Retention is Unnecessary
---------------------------------------------------------
Citicorp North America, Inc., as administrative agent for certain
prepetition lenders of TOUSA Inc. and its debtor-affiliates,
complains that there is no justification for the Official
Committee of Unsecured Creditors' request to retain
J.H. Cohn LLP, as its forensics accountants and financial
consultants.

Allan E. Wulbern, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, representing Citicorp, says that the Creditors Committee
has not considered the economic realities of the Debtors' Chapter
11 cases and is attempting to burden the estates with additional
unnecessary and unreasonable expenses.  He notes that the Debtors
are operating in a "very precarious and uncertain market place,"
and in fact, the Debtors' projections demonstrate a continuing
diminution in estate value through the end of 2008.

The Creditors Committee has already filed three applications for
the retention of different professionals to provide financial
services -- (1) Jefferies & Company, Inc., as financial advisor;
(2)  JHC; and (3) Robert Charles Lesser & Co., as real estate
advisors.  Citicorp and the Prepetition Lenders did not object to
the Jefferies Application and its sizeable fee because they were
led to believe that Jefferies would perform all of the Creditors
Committee's necessary financial services in furtherance of its
fiduciary duties, Mr. Wulbern tells the U.S. Bankruptcy Court for
the Southern District of Florida.

Certain Jefferies professionals, who were assigned to the
Creditors Committee engagement, have transferred to another
investment banking firm, Moelis & Company, Mr. Wulbern relates.  
He asserts that rather than burdening the Debtors' estates with
substantial costs associated with the retention of additional
professionals, who are not as familiar with the Debtors, the
Creditors Committee should assign any new tasks to Jefferies and
Moelis.

Moreover, the Debtors' Case Manager KZC Services, LLC, has been
instructed to perform the same analysis services the Creditors
Committee proposes to retain JHC, Mr. Wulbern points out.  The
Debtors have also offered to share KZC's report with the
Creditors Committee and Citicorp, he notes.

"It would be wasteful and place an undue burden on the Debtors'
estates simply to cooperate with multiple overlapping analyses,"
Mr. Wulbern emphasizes.

                       Committee Talks Back

The Creditors Committee maintains that in careful exercise of its
judgment after interviewing several firms, it has concluded that
it needed the services of:

     * an investment banking firm with significant capital
       markets experience -- Jefferies/Moelis;

     * a sophisticated forensic accounting firm -- JHC; and

     * a national firm with a substantial background in real
       estate valuations -- RCLCO.

Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida, assures the Court
that the services to be provided by the firms are discrete and
independent from each other.  Each firm's responsibilities have
been carefully negotiated and tailored to avoid duplication,
appropriately make use of each firm's expertise, and ultimately
will be complementary in assisting the Creditors Committee in,
among other things, analyzing the Debtors' business operations,
financial results and reorganization efforts, she says.

The Creditors Committee explains that it cannot -- and should not
-- abdicate its fiduciary responsibilities to certain of the
Debtors' professionals.  Citicorp cannot hold the Creditors
Committee hostage in its attempts to insulate itself from the
committee's pursuit of avoidance actions and other claims against
the Prepetition Lenders, Ms. Redmond contends.

The fees and expenses incurred by each firm, Ms. Redmond
maintains, are subject to Court approval and will be borne by
unsecured creditors -- and that very constituency's fiduciary
representative is entitled to the professional representation it
deems necessary to acquit its responsibilities.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Amick Seeks to Name Debtor in Foreclosure Action
-----------------------------------------------------------
Amick Construction, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to lift the automatic stay to allow
it to name TOUSA Homes, Inc., if necessary, as party in its
foreclosure action against Pacific One Land Holdings
L.P.

Amick notes that TOUSA Homes may claim some interest in the real
estate because of its business transactions with Pacific One Land
and a July 30, 2007 Memorandum of Option Agreement recorded in
the Public records of Osceola County, Florida.  As a result,
Amick is likely to add the Debtor to any lien foreclosure, but
only for the purpose of foreclosing Amick's claim of lien, Jerry
M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A.,
in Miami, Florida, tells the Court.

On February 1, 2007, Amick entered into a contract with the
Debtor for Amick to improve land so as to permit the construction
of homes.  Amick was contracted to perform grading, paving,
clearing, drainage, sanitary sewer, water and reuse facilities to
real property known as North Point Ph 1A and 1B, in Osceola
County, Florida, based on a price of $797,498.  The Contract has
a provision for additions and includes other items, which could
increase the Contract amounts stated.

On January 14, 2008, the Debtor instructed Amick to cease
performing work under the Contract.  As a result of the early
termination, Amick's work was not completed and the property is
otherwise in a condition that homes cannot be built.

According to an Amended Claim of Lien recorded on the Public
Records of Osceola County, Florida, on January 22, 2008, a
balance of $838,660 is due to Amick, Mr. Markowitz informs the
Court.

Notwithstanding the Debtors' instruction to cease work and its
default on the Contract, Osceola County is requiring Amick to,
and Amick will be required to, perform contract work.  Amick
estimates the required off-site work to cost $100,000 to
complete.  Once completed, Amick intends to file an additional
claim of lien, according to Mr. Markowitz.

Mr. Markowitz asserts that cause exists for the automatic stay to
be lifted because the real property, which is not owned by the
Debtor, is Amick's security for its debt.  Amick is incurring
additional out-of-pocket costs for the labor, materials and
services necessary to complete the work required by Osceola
County.  Moreover, he notes, there is the likelihood of
deterioration to Amick's work, which can impair Amick's security.

Thus, in order to fully protect its rights and enforce its
Amended Claim of Lien, it is necessary to include the Debtor as a
defendant in Amick's construction claim of lien foreclosure
against Pacific One Land's real property, Mr. Markowitz
maintains.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Option One Wants to Pursue Foreclosure Action
--------------------------------------------------------
Option One Mortgage Corporation asks the U.S. Bankruptcy Court for
the Southern District of Florida to lift the automatic stay to
allow it to include TOUSA Inc. as a junior lien holder defendant
in a foreclosure action against the mortgagor.

Option One also asks the Court to award it $800 in bankruptcy
fees and costs for the prosecution of its lift stay request.

Option One owns and holds a promissory note and mortgage securing
certain real property owned by TOUSA, Inc., in Volusia County,
Florida, recorded in Volusia's public records as Lot 260, Venetian
Bay Phase 1A.  The Property is also known as 463 Venetian Villa
Drive, in New Smyrna Beach, Florida 32168.

Payments under the Note and Mortgage are due on the first day of
each month until the maturity of the Note.

As of May 5, 2008, the Debtors were in default on 12 monthly
mortgage payments from May 1, 2007, through May 1, 2008, of
$3,316 each, plus accrued late charges of $995, according to ,
Scott Weiss, Esq., at Law Offices of Marshall C. Watson, P.A., in
Fort Lauderdale, Florida.  As of May 16, 2008, Option One is owed
the principal $414,000, he adds.

According to the Volusia County property appraiser, the market
value of the Property is $335,332, Mr. Weiss relates.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Court Approves Stipulation to Resolve GMAC Controversy
-----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has approved an amended Stipulation to settle
a dispute that arose from a Master Purchase Construction
Management and Rental Agreement that TOUSA, Inc., and GMAC Model
Home Finance, LLC  entered into in September 2003.

The new Stipulation does not supersede the court-approved Sunbelt
Homes Stipulation.  The Debtors are authorized to undertake and
consummate the transactions contemplated by the Stipulation.

The 30-day period contained in Section 362(e) of the Bankruptcy
Code is further tolled with respect to GMAC Model Home Finance,
LLC's Lift Stay Motion, through and including:

   (i) May 27, 2008, as to the Sunbelt Homes; and

  (ii) June 11, 2008, as to the Vacated Homes and the Remaining
       Homes, other than the Sunbelt Homes,

without prejudice to the rights of the Debtors or any party-in-
interest to seek additional extensions of the time period.

                     Parties Modify Settlement

TOUSA, Inc., and GMAC have entered into a new stipulation, dated
May 21, 2008, that supersedes the Original Stipulation and the
Master Agreement.  Superseding the Master Agreement will not
impair in any manner the ability of GMAC Party to assert any
claim under the Master Agreement that is not released by it
pursuant to the Stipulation.

At the Parties' behest, Judge Olson has approved the Stipulation,
the salient terms of which are:

   * The 30-day period contained in Section 362(e) is further and
     immediately tolled with respect to all of the relief
     requested in GMAC's Lift Stay Motion other than as to the
     Sunbelt Homes through and including 15 days from the first
     occurrence of certain events, and will be forever waived
     upon the Effective Date.

   * TOUSA will pay GMAC in cash by wire transfer the Monthly
     Rent Payment for the period from January 29, 2008, through
     May 31, 2008, less any amounts paid by the Debtor to GMAC
     before the Effective Date in respect of TOUSA's occupancy
     of the Remaining Homes for the period.

     TOUSA will provide GMAC with proof that all Real Property
     Taxes, Personal Property Taxes, sales, intangibles,
     privilege or lease taxes, liability and hazard insurance
     premiums, maintenance and utilities costs, homeowners
     association dues and other fees related to and payable
     during the period January 29, 2008, through the Effective
     Date either have been paid by TOUSA or have been
     reimbursed by TOUSA to the extent GMAC has paid those
     amounts.

     In addition, TOUSA will continue to pay the applicable
     third parties, on a current basis, all Property Costs
     related to the period January 29, 2008, through the end of
     the Term, as those costs become due and payable during
     that period.

   * Monthly Rent Payment will equal the aggregate amount of
     rent for each Remaining Home TOUSA continues to occupy as
     of the applicable payment date, which will be payable on
     the first day of each month.

   * TOUSA may, in writing and after consultation with the
     Official Committee of Unsecured Creditors, extend the Term
     through September 30, 2008, if:

        (i) TOUSA pays GMAC in cash an aggregate amount equal to
            the Monthly Rent Payment plus an amount equal to 1%
            of the agreed-upon purchase price of the Remaining
            Homes, and

       (ii) TOUSA continues to pay the Property Costs for each
            Remaining Homes that it continues to occupy as of the
            applicable payment date.

      The Term may be further extended only by a written
      agreement between TOUSA and GMAC.

    * Upon expiration of the Term, TOUSA will immediately vacate
      and return sole possession of any Remaining Homes that it
      continues to occupy and which it did not purchase to GMAC.

    * Within three days after the Effective Date, TOUSA will
      convey the Colorado Homes to GMAC.  GMAC will pay all Sale
      Closing Costs in connection with the conveyances.

Pursuant to the new Stipulation, GMAC is granted claims with
administrative expense priority in accordance with Sections 503
and 507 of the Bankruptcy Code for any TOUSA's obligations.

Except as provided, the payments ratified, authorized and
directed pursuant to the new Stipulation will not be subject to
any disgorgement, repayment or avoidance under any law, statute
or contract upon or by the termination of the Stipulation, any
conversion of the Debtors' Chapter 11 cases to Chapter 7, or
dismissal of any of the Debtors' bankruptcy cases.

The releases, waivers and discharges provided in the new
Stipulation will survive and not be affected or modified by any
conversion or dismissal of any of the Debtors' Chapter 11 cases.

The automatic stay is modified to permit GMAC to provide any
notice required or take any other action permitted.  Upon any
requirement that TOUSA vacate or cause to be vacated any
Remaining Home, GMAC may take any action, including removal or
disposal of any personal property in or on any Remaining Home or
Vacated Home or commencement of any action to regain sole
possession of any Remaining Home or Vacated Home.

GMAC will have no obligation to return any personal property or
proceeds to any TOUSA party.

A full-text copy of the May 21, 2008 Stipulation is available for
free at http://bankrupt.com/misc/Tousa_May21,2008Stipulation.pdf

GMAC's Lift Stay Motion to permit the commencement of eviction
proceedings and take other actions to regain possession of
certain Properties is denied as moot.

The new Stipulation, however, does not supersede the Sunbelt
Homes Stipulation.  According to the Debtors, as of May 21, the
effective date of the Sunbelt Homes Stipulation, which resolves
certain issues relating to the Vacated Homes and the Remaining
Homes, has not yet occurred.  

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TOY K WARDEN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Toy K Warden
        4400 Sully Trace
        Virginia Beach, VA 23456

Bankruptcy Case No.: 08-71736

Chapter 11 Petition Date: May 27, 2008

Court: Eastern District of Virginia (Norfolk)

Trustee: W. Clarkson McDow, Jr.

Debtor's Counsel: Harry W. Jernigan, III
                  Harry Jernigan CPA Attorney, P.C.
                  258 N. Witchduck Road, Suite C
                  Virginia Beach, VA 23462
                  Tel (757) 490-2200
                  Email hj@hjlaw.com

Estimated Assets: $500,001 - $1 million

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

A copy of the Debtor's petition is available for free at:
http://bankrupt.com/misc/vaedb08-71736.pdf


TRUMP ENT: Inks $316 Million Sale Deal for Atlantic City Casino
---------------------------------------------------------------
Trump Entertainment Resorts Inc. agreed to sell the Trump Marina
Hotel Casino in Atlantic City to an affiliate of Coastal
Development LLC for $316 million, The Wall Street Journal relates.

In a press statement, Trump stated that Coastal Marina LLC, an
affiliate of Coastal Development LLC, has entered into an
agreement to purchase the Trump Marina in Atlantic City, New
Jersey.

As part of the transaction, the parties have also agreed to end
prior, unrelated litigation, with prejudice, upon the closing of
the transaction.

Upon successful acquisition of the property, Coastal Marina will
re-brand and refurbish the property into a new destination resort
under the "Margaritaville(TM)" brand.  

"Together with Jimmy Buffett's team at Margaritaville(TM), our
plans are to create an exciting new property that we believe will
tap its full potential and make it one of the most successful
destination gaming resorts in Atlantic City, Richard T. Fields,
chairman of Coastal Marina, said.  "In the weeks and months ahead,
there will be additional announcements and more details about the
transition of ownership and our new resort concept."

"They are buying a wonderful building in a great location," Donald
J. Trump, the chairman of Trump Entertainment Resorts, remarked.
"It has been an important part of our company with a loyal
customer base and a dedicated team."

"The execution of this transaction will provide us with additional
financial flexibility to effectively master plan the future path
of our company in the midst of an overall transformation which has
already been marked by many successes," Mark Juliano, chief
executive officer of Trump Entertainment Resorts, said.

"As we look forward to the opening of the new 782 room hotel tower
and Il Mulino restaurant at the Taj Mahal later this year, we are
encouraged by the success of the projects we have already
introduced, including the refurbished casino floors, upgraded room
products and brand new penthouse suites at the Taj Mahal and
Plaza, Mr. Juliano added.  Now we are closely evaluating the
variety of options before us to create value for our shareholders,
including additional development in Atlantic City, reducing the
company's debt, and potential projects to diversify our interests
outside of Atlantic City."

The agreement is subject to certain regulatory approvals and
customary closing conditions.

The Trump Marina Hotel Casino covers approximately 14 acres and
includes a 27-story hotel with 728 guest rooms, including 153
suites.  The casino offers approximately 79,000 square feet of
gaming space and approximately 58,000 square feet of convention,
ballroom and meeting space.

Trump Marina also features an approximately 540-seat cabaret-style
theater, a nightclub, three players clubs, four retail outlets,
six restaurants, a cocktail lounge, a recreation deck complete
with a health spa, outdoor pool, tennis courts, basketball courts
and jogging track.  The hotel and casino also has an 11 bay bus
terminal and a roof-top helipad, as well as a nine story parking
garage capable of accommodating approximately 3,000 cars.  The
Trump Marina Hotel Casino includes the lease for the Senator Frank
S. Farley State Marina.

Latham & Watkins, led by partner Raymond Lin, and Bear Stearns &
Co. Inc., led by Senior Managing Director Kenneth Shea, provided
legal counsel and financial advisory services to Mr. Fields and
Coastal Marina in connection with the transaction.

Weil Gotshal & Manges LLP, led by partners J. Philip Rosen and
Malcolm Landau, and Merrill Lynch & Co., Inc, led by managing
director Ragavan Bala, repectively, provided legal counsel and
financial advisory services to Trump Entertainment Resorts in
connection with the transaction.

                  About Coastal Development LLC

Headquartered in New York City, Coastal Development LLC is a
privately held company that specializes in financing and
developing resort destinations, luxury hotels and gaming
facilities.  An affiliate of Coastal Development LLC is also the
largest shareholder of Suffolk Downs racetrack in Boston,
Massachusetts.

              About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/--  owns and  
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The company
conducts gaming activities and provides customers with casino
resort and entertainment.  

                            *     *     *

Trump Entertainment Resorts Inc.'s 8-1/2% senior secured notes due  
2015 carry Moody's Investors Service's Caa1 rating which was
placed in April 2008 and Standard & Poor's CCC+ rating which was
placed in May 2008.


UAL CORP: Abandons Merger Talks with US Airways, Tribune Says
-------------------------------------------------------------
Merger talks between United Airlines and US Airways have come to
an end, Micheline Maynard and Andrew Ross Sorkin of the
International Herald Tribune said, citing people with direct
knowledge of the situation.

According to the Tribune, United informed USAir of its decision
not to pursue the talks at a meeting of the carriers' chief
executives held Thursday.  A formal announcement will be made on
Friday citing difficulty and the expense of combining various
labor contracts, particularly agreements covering pilots.

The chief executive officers at UAL and US Airways were scheduled
to meet Thursday to continue merger talks and exchange information
on potential stumbling blocks raised by UAL directors, The
Troubled Company Reporter said yesterday.

According to The Wall Street Journal, issues raised by UAL
directors include how both carriers would raise capital to fund
the consolidation; how to resolve labor contract issues; and how
much flexibility they would have to take airplane seats out of
their combined system.  Unnamed sources told the Journal, if the
CEOs find a way to resolve the outstanding issues, both could
approach their boards in mid-June for approval to pursue the deal.  
The carriers also have to agree on an exchange ratio for a share
swap or on who might run a combined company.

The New York Times said there has been little to no contact
between United and USAir in recent days and the internal teams of
senior executives at both companies have put the talks on
"permanent hold."  USAir officials were growing impatient, the
Times added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, the
Times said.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, according to the Times.  USAir Spokesman Philip
Gee also declined to comment.

The United-USAir talks picked up speed in April after Continental
Airlines decided not to consolidate with United.  United and USAir
reportedly hoped to reach an agreement within a month, so it could
be considered by the Justice Department before a new president
takes office.

The New York Times said although United's board met two weeks ago
for an update on the discussions, the board took no formal vote on
the situation since there was no agreement to consider.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UBS MORTGAGE: Fitch Cuts Rating on $11.6MM Class M-4 Certs. to B
----------------------------------------------------------------
Fitch Ratings has taken rating actions on UBS Mortgage Asset
Securitization Transaction Asset Backed Securities mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.

Series 2002-NC1
  -- $7.9 million class M-2 affirmed at 'AAA';
  -- $35.4 million class M-3 affirmed at 'A+';
  -- $11.6 million class M-4 downgraded to 'B' from 'BB-'.

Deal Summary
  -- Originators: New Century;
  -- 60+ day Delinquency: 34.31%;
  -- Realized Losses to date (% of Original Balance): 2.58%.

Series Trust 2002-OPT1
  -- $8.0 million class M-2 affirmed at 'AAA';
  -- $10.5 million class M-3 affirmed at 'AA';
  -- $6.0 million class M-4 affirmed at 'A+';
  -- $4.5 million class M-5 downgraded to 'BB' from 'BBB';
  -- $4.5 million class M-6 downgraded to 'C/DR5' from 'CCC/DR3'.

Deal Summary
  -- Originators: Option One;
  -- 60+ day Delinquency: 25.31%;
  -- Realized Losses to date (% of Original Balance): 1.43%.


UNI-MARTS LLC: Files for Chapter 11 Protection in Wilmington
------------------------------------------------------------
Uni-Marts LLC and six of its affiliates filed for Chapter 11
protection with the U.S. Bankruptcy Court for the District of
Delaware.

The Debtors are in negotiations with a potential buyer, WNEP-TV
reports.  The Debtors' 1,200 employees are fretting over their
jobs since 280 of the Debtors' stores will be up for sale, and
some of those stores are likely to be closed, relates WNEP-TV.

Information on store closures will be available by next week,
WNEP-TV says, citing a representative from the store chain.

The Debtors sell more than 3,000 consumer merchandise, grocery and
other convenience items.  In addition, they offer products aimed
at increasing store traffic, such as lottery tickets, ATMs, money
orders, pre-paid calling cards, and car washes.

More than two-thirds of their locations sell gasoline, with the
majority offering the Uni-Mart brand name.  Branded gasoline for
the other sites is purchased from BP/Amoco, E30on/Mobil and
Sunoco.  On the Net: http://www.uni-mart.com/


UNI-MARTS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Uni-Marts, LLC
             477 E. Beaver St.
             State College, PA 16801

Bankruptcy Case No.: 08-11037

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Uni Realty of Wilkes-Barre, Inc.           08-11033
        Uni-Marts Ohio, LLC                        08-11034
        Uni Realty of Wilkes-Barre, LP             08-11035
        Uni Realty of Luzerne, Inc.                08-11036
        Uni Realty of Luzerne, LP                  08-11038
        Green Valley National Accounts, LLC        08-11039

Chapter 11 Petition Date: May 29, 2008

Court: District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtors' Counsel: Michael Gregory Wilson, Esq.
                  Email: mwilson@hunton.com
                  Hunton & Williams
                  951 E. Byrd St.
                  Richmond, VA 23219
                  Tel: (804) 788-8200
                  Fax: (804) 788-8218
                  http://www.hunton.com/

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
BP Products North America,     trade creditor        $8,536,221
Inc.
Attn: Greg Levine
28100 Torch Pkwy.
Warrenville, IL 60555
Tel: (630) 836-6504
Fax: (216) 292-0212

E30onmobil Oil Corp.           trade creditor        $5,345,722
Attn: Mike Mullhern
3325 Gallows Rd.
Tel: (724) 942-4427
Fax: (724) 942-4428
Fairfax, VA 22037

Petroleum Products Corp.       trade creditor        $5,096,583
Attn: John Arnold
P.O. Box 2621
Harrisburg, PA 17105
Tel: (717) 939-0466
Fax: (717) 939-0294

Mclane                         trade creditor        $4,621,888
Attn: Kirk Leff
2828 Mclane Dr.
Baldwinsville, NY 13027
Tel: (315) 638-7223
Fax: (315) 638-4702

Saul Ewing Remick & Saul, LLP  legal services        $1,253,429
Attn: David Antzis
1200 Liberty Ridge Dr.
Tel: (610) 251-5055
Fax: (610) 408-4401
Wayne, PA 19087

Pepsi Cola Co.                 trade creditor        $540,000
Attn: Tony Recchia
P.O. Box 75901
Chicago, IL 60675-5901
Tel: (412) 778-4557
Fax: (412) 778-4719

Goetz                          trade creditor        $414,630
Attn: Steve Jackson
P.O. Box A
Buffalo, NY 14217-0305
Tel: (716) 876-4324
Fax: (716) 876-7942

Jarrett Service ATM, LLC       trade creditor        $364,406
Attn: Eric Johnston
210 North Center Dr.
North Brunswick, NJ 08902
Tel: (800) 935-0107
Fax: (732) 545-8671

Schneider-Valley Farms         trade creditor        $330,000
Attn: Ed Schneider
1860 E. Third St.
Williamsport, PA 17701
Tel: (570) 419-4071,
     (800) 332-8563,
     104 (ext.)
Fax: (570) 326-2736

Heath, Michael                 insurance claim       $239,689

Williams & Connolly, LLP       legal services        $218,859

Suburban Oil                   trade creditor        $211,776

Degarmo, Jenny                 insurance claim       $200,000

Farm & Home Oil Co.            trade creditor        $124,325

Grimes, Carlene                insurance claim       $113,803

Long, Frederick                insurance claim       $111,005

United Refining Co.            trade creditor        $94,767

Green Mountain Coffee Roasters trade creditor        $80,000

Sabach, John                   insurance claim       $77,995

Peechia, Patricia F.           insurance claim       $73,949

Frito-Lay                      trade creditor        $70,000

Coca-Cola Bottling Co.         trade creditor        $53,000

Jack & Jill Ice Cream          trade creditor        $53,000

Khala, LLC                     dealer security       $50,000
                               deposit

JNA-1 Corp.                    dealer security       $50,000
                               deposit

Good Business Services II, LLC dealer security       $50,000
                               deposit

Charan Trading Co.             dealer security       $50,000
                               deposit

Tasty Baking Co.               trade creditor        $47,000

Butterkrust Baking Co.         trade creditor        $46,000

Morgan Lewis & Bockius, LLP    legal services        $45,520


UNIVERSAL PROPERTY: March 31 Balance Sheet Upside-Down by $3.9MM
----------------------------------------------------------------
Universal Property Development and Acquisition Corp.'s balance
sheet at March 31, 2008, showed $24,693,574 in total assets,
$28,341,079 in total liabilities, and $237,563 in total minority
interest, resulting in a $3,885,068 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $10,476,068 in total current assets
available to pay $23,904,888 in total current liabilities.

The company reported a net loss of $4,183,612, on total revenue of
$15,188,920, for the first quarter ended March 31, 2008, compared
with a net loss of $726,881, on total revenue of $1,307,909, in
the same period last year.  

For the three months ended March 31, 2008, natural gas sales
revenue was $588,932 compared to $195,084 for the same period
during 2007.  The revenues were the result of production in the
Heartland subsidiary.  

For the three months ended March 31, 2008, petroleum products
sales revenue was $14,574,696 compared to $1,112,825 for the same
period during 2007.  The increase in revenue was primarily the
result of the sale of petroleum products in the Continental
subsidiary that as of the three months ended March 31, 2007, was
not yet acquired.

The increase in net loss primarily reflects increased production
in the three months ended March 31, 2008, partially offset by
increased costs and operating expenses related to the increased
production, increase in payroll and related benefits and an
increase in general and administrative expenses in the three
months ended March 31, 2008 as Continental, Heartland and Aztec
were not yet acquired in the same period of 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cd8

                     Going Concern Disclaimer

KBL, LLP, in New York, expressed substantial doubt about Universal
Property Development and Acquisition Corp.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that the company has suffered recurring
losses from operations, and is dependent upon the sale of equity
securities to provide sufficient working capital to maintain
continuity.

                     About Universal Property

Headquartered in Juno Beach, Fla., Universal Property Development
and Acquisition Corporation (OTC BB: UPDA.OB) is engaged in the
oil and natural gas acquisition, production, and development
industry.  UPDA currently has operations in the State of Texas.


US AIRWAYS: Abandons Merger Talks with United, Tribune Says
-----------------------------------------------------------
Merger talks between United Airlines and US Airways have come to
an end, Micheline Maynard and Andrew Ross Sorkin of the
International Herald Tribune said, citing people with direct
knowledge of the situation.

According to the Tribune, United informed USAir of its decision
not to pursue the talks at a meeting of the carriers' chief
executives held Thursday.  A formal announcement will be made on
Friday citing difficulty and the expense of combining various
labor contracts, particularly agreements covering pilots.

The chief executive officers at UAL and US Airways were scheduled
to meet Thursday to continue merger talks and exchange information
on potential stumbling blocks raised by UAL directors, The
Troubled Company Reporter said yesterday.

According to The Wall Street Journal, issues raised by UAL
directors include how both carriers would raise capital to fund
the consolidation; how to resolve labor contract issues; and how
much flexibility they would have to take airplane seats out of
their combined system.  Unnamed sources told the Journal, if the
CEOs find a way to resolve the outstanding issues, both could
approach their boards in mid-June for approval to pursue the deal.  
The carriers also have to agree on an exchange ratio for a share
swap or on who might run a combined company.

The New York Times said there has been little to no contact
between United and USAir in recent days and the internal teams of
senior executives at both companies have put the talks on
"permanent hold."  USAir officials were growing impatient, the
Times added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, the
Times said.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, according to the Times.  USAir Spokesman Philip
Gee also declined to comment.

The United-USAir talks picked up speed in April after Continental
Airlines decided not to consolidate with United.  United and USAir
reportedly hoped to reach an agreement within a month, so it could
be considered by the Justice Department before a new president
takes office.

The New York Times said although United's board met two weeks ago
for an update on the discussions, the board took no formal vote on
the situation since there was no agreement to consider.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.


VCA ANTECH: Animal Hospital Acquisition Cues S&P to Lift Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Los Angeles-based VCA Antech Inc. to 'BB' from 'BB-'.  
The outlook is stable.
     
"The upgrade reflects the company's continued success in acquiring
and integrating animal hospitals, and, consequently, our increased
confidence that VCA can sustain cash flow and credit metrics
consistent with the higher rating," said Standard & Poor's credit
analyst Alain Pelanne.
     
The rating reflects VCA's narrow operating focus in the highly
competitive animal health industry, risks inherent in its
acquisitive strategy, and its uncertain ability to institute
ongoing price increases.  In addition, there remains risk to the
rating as a result of any reduction in demand growth that may stem
from a prolonged macroeconomic downturn.  These risks are offset
only partially by the company's expanding footprint and revenue
diversity, its established laboratory platform, and its
demonstrated willingness to use a portion of free operating cash
flow to pay down debt.
     
VCA operates more than 450 animal hospitals throughout the U.S.


WALDEN RESERVE: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Walden Reserve, LLC
        fdba Renegade Mountain Partners, LLC
        10901 Lowell Ave., Ste. 100
        Overland Park, KS 66210

Bankruptcy Case No.: 08-21230

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

Chapter 11 Petition Date: May 28, 2008

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtor's Counsel: Colin N. Gotham, Esq.
                  Email: colin@evans-mullinix.com
                  Evans & Mullinix, P.A.
                  7225 Renner Rd., Ste. 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Fax: (913) 962-8701
                  http://www.evans-mullinix.com

Total Assets: $14,637,288

Total Debts:   $7,085,320

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bedford Falls Development      Unpaid consulting     $673,870
50 Ford Way                    fees
Richmond Hill, GA 31324

Berkebile Nelson Immenschuh    Unpaid consulting     $277,455
106 West 14th St., Ste. 200    fees
Kansas City, MO 64105

Design Works LC                Unpaid consulting     $141,835
50 George St.                  fees
Charleston, SC 29401

James R. Schemmel              Loan                  $118,500

Dawson Wissmach Architects, PC Unpaid services       $64,344

TechKnow Engineering, LLC      Unpaid consulting     $60,904
                               fees

Billy Casper Golf,LLC          Unpaid consulting     $53,032
                               fees

Legacy Wealth Partners, LLC    Unpaid services       $51,357

Lynn Garrison                  Loan                  $50,000

Radtke Tomberlin               Unpaid consulting     $41,940
                               fees

AKD Land Planning & Design     Unpaid consulting     $28,551
                               fees

StoneCreek Studio              Unpaid consulting     $25,000
                               fees

Joseph Decosoimo & Co.         Unpaid accounting     $24,500
                               fees

Tennessee Dept. of Revenue     Franchise, Excise     $21,240
                               Tax

Carolyn Turner, Trustee        Unpaid Taxes          $20,395

Heartland Capital Investments  Unpaid services       $19,625

JW Associates, Inc.            Unpaid services       $19,029

Chapman & Cutler LLP           Unpaid legal fees     $17,616


WILLAMETTE VALLEY: Files Reports, Expects Nasdaq Rule Compliance
----------------------------------------------------------------
Willamette Valley Vineyards Inc. filed its Form 10-KSB for the
year ended Dec. 31, 2007, with the Securities and Exchange
Commission on May 19, 2008, and believes it is now in compliance
with the Nasdaq rule.

The company received a Nasdaq Staff Determination Letter from the
Nasdaq Listing Qualifications Department on April 18, 2008, with
respect to the company not filing its Form 10-KSB for the year
ended Dec. 31, 2007, in a timely manner.

On May 21, 2008, the company received an additional Nasdaq Staff
Determination letter from the Nasdaq Listing Qualifications
Department providing that the company does not comply with the
requirement for continued listing set forth in Marketplace Rule
4310(c)(14) because it did not file its Interim Report on Form 10-
Q for the period ended March 31, 2008, on a timely basis, and that
its securities are, therefore, subject to delisting from The
Nasdaq Capital Market.

The company expects to file its Form 10-Q within the week and at
the time of filing expects to be in compliance with the
requirements for continued listing on The Nasdaq Capital Market.

If the Form 10-Q is not filed before June 5, 2008, or if it is
filed but Nasdaq still determines an appeal hearing is necessary,
the company will present its views at an appeal hearing before a
Nasdaq Listing Qualifications Panel on June 5, 2008.

              About Willamette Valley Vineyards Inc.

Headquartered in Turner, Oregon, Willamette Valley Vineyards Inc.
(NASDAQ:WVVI) -- http://www.WillametteValleyVineyards.com/--  
produces approximately 130,000 cases annually that are distributed
throughout the United States, Canada, and the Pacific Rim.  The
winery was founded in 1983 by James Bernau and manages
approximately 300 acres of vines, which are all certified
sustainable, LIVE and Salmon Safe.


WIMPFEIMER & BRO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: A. Wimpfheimer & Bro., Inc.
        300 Church Street
        Blackstone, VA 23924

Bankruptcy Case No.: 08-32291

Type of Business: The Debtor manufactures fine velvet, velveteens,
                  corduroys, and related fabrics since 1845.
                  See http://www.wimpvel.com/

Chapter 11 Petition Date: May 19, 2008

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Sarah Beckett Boehm, Esq.
                  (sboehm@mcguirewoods.com)
                  McGuireWoods LLP
                  One James Center
                  901 East Cary Street
                  Richmond, VA 23219
                  Tel: (804) 775-1000
                  Fax: (804) 775-1061

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 largest unsecured creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Pension Benefit Guaranty Corp.   Estimated             $4,500,000
c/o Ralph Landy, Esq.            Underfunded
1200 K. Street, Northwest        Pension Liability
Washington, DC 20005

Internal Revenue Service         Penalty                  $65,000
P.O. Box 21126
Philadelphia, PA 19114

D.W. Link                        Trade Debt               $64,984
226 West 37th Street
2nd Floor
New York, NY 10018

Pinnacle Int'l Frt., Inc.        Trade Debt               $55,824

Luks Kadife TIC ve SAN. A.S.     Trade Debt               $27,352

Young Do Textile Inc.            Trade Debt               $23,540

Amerada Hess Corp.               Trade Debt               $18,537

Rainbow Textiles Inc.            Trade Debt               $11,707

Fur-Textiles Nederland b.v.      Trade Debt               $11,000

Arthur R. Johnson Co. Inc.       Trade Debt                $9,278

MNC Stribbons                    Trade Debt                $9,129

Constellation Newenergy          Trade Debt                $8,218

United Parcel Service            Trade Debt                $7,467

Palisades Capital Advisors       Professional Fees         $5,000

C L & P Northeast Utilities      Trade Debt                $2,554

Odile                            Trade Debt                $2,368

Otis Elevator Company            Trade Debt                $2,113

Shenzen Aude International Co.   Trade Debt                $1,720

MSL Express Inc.                 Trade Debt                $1,500

Automatic Data Processing Inc.   Trade Debt                $1,442


* Fitch Withdraws Q-IFS Ratings on 11 Health Insurance Companies
----------------------------------------------------------------
Fitch Ratings has withdrawn its quantitative insurer financial
strength ratings on 11 health insurance companies that no longer
meet Fitch's criteria to be eligible to receive a Q-IFS rating.

These ratings are withdrawn by Fitch:

Central Oregon Independent Health Services, Inc. (NAIC Code 47087)
  -- Q-IFS 'BBBq'.

Care Choices HMO (NAIC Code 95452)
  -- Q-IFS 'BBBq'.

FirstCarolinaCare, Inc. (NAIC Code 69752)
  -- Q-IFS 'BBq'.

Firstguard Health Plan, Inc. (NAIC Code 95364)
  -- Q-IFS 'Bq'.

Firstguard Health Plan Kansas, Inc. (NAIC Code 95620)
  -- Q-IFS 'BBq'.

Bluechoice Healthplan of South Carolina, Inc. (NAIC Code 95741)
  -- Q-IFS 'BBBq'.

Vista Healthplan, Inc. (NAIC Code 95114)
  -- Q-IFS 'CCCq'.

Vista Healthplan of South Florida, Inc. (NAIC Code 95266)
  -- Q-IFS 'CCCq'.

GHI HMO Select, Inc. (NAIC Code 95835)
  -- Q-IFS 'Bq'.


Group Health, Inc. (NAIC Code 55239)
  -- Q-IFS 'BBBq'.

Wellmark Health Plan of Iowa, Inc. (NAIC Code 95531)
  -- Q-IFS 'BBBq'.


* S&P Lowers Ratings on 1,326 Classes of US RMBS Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 1,326
classes of U.S. residential mortgage-backed securities
certificates issued in the first half of 2007 backed by
Alternative-A mortgage collateral.  S&P also removed its ratings
on 722 Alt-A classes from CreditWatch.  In addition, S&P placed
its ratings on 567 other Alt-A classes on CreditWatch with
negative implications.  Finally, S&P affirmed its ratings on 293
Alt-A classes and removed them from CreditWatch negative.

All of the ratings that are being removed from CreditWatch were
placed there on Feb. 29, 2008.  This action resolves all of the
CreditWatch actions taken that day.  The classes affected by the
negative rating actions represent an issuance amount of
approximately $33.95 billion, or about 13.92% of the par amount of
U.S. RMBS transactions backed by Alt-A mortgage loans rated by
Standard & Poor's in the first half of 2007.

2007 Alt-A Rating Actions
The downgrades and CreditWatch placements reflect S&P's opinion
that projected credit support for the affected classes is
insufficient to maintain the previous ratings, given its current
projected losses.  Current projected losses were calculated using
the 2006 Alt-A default curves described in Standard & Poor's
Revised Default And Loss Curves for U.S. Alt-A RMBS, which S&P
published Dec. 19, 2007, on RatingsDirect.  Due to current market
conditions, S&P are assuming that it will take approximately 15
months to liquidate loans in foreclosure and approximately eight
months to liquidate loans categorized as real estate owned.

In addition, S&P are assuming a loss severity of 34% for U.S.
Alt-A RMBS transactions backed by fixed-rate and long-rest hybrid
(fixed-rate period of at least five years) loan collateral issued
in 2007.  S&P are assuming a loss severity of 35% for transactions
issued in 2007 that are backed by mortgage loans that have a
negative amortization feature.  S&P are also assuming a loss
severity of 35% for transactions backed by adjustable-rate and
short-rest hybrid loan collateral (fixed-rate period of less than
five years).

The lowered ratings reflect our assessment of credit support under
a constant prepayment rate that is equal to the lower of the
lifetime CPR or the last 12-month CPR.  To assess the
creditworthiness of each class, S&P reviewed the individual
delinquency and loss trends of each transaction for changes, if
any, in risk characteristics, and the classes' ability to
withstand additional credit deterioration.  Each class that has an
affirmed 'AAA' rating generally can withstand approximately 150%
of S&P's projected loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 85% of
the current pool balances.

The classes with ratings being placed on CreditWatch are all rated
'AAA'.  Standard & Poor's will analyze the cash flow for these
certificates to assess whether the current ratings are appropriate
by comparing available credit enhancement with the projected
losses for the timeframe the certificates are expected to be
outstanding.

Standard & Poor's will continue to monitor the RMBS transactions
it rates and take rating actions, including CreditWatch
placements, when appropriate.  

Factors Driving U.S. RMBS Rating Actions
  
Mortgage Pool Performance
  
Monthly performance data reveal that delinquencies and
foreclosures continue to accumulate for the 2007-vintage U.S. Alt-
A RMBS transactions.  As of the April 2008 distribution date,
serious delinquencies among all U.S. Alt-A RMBS transactions
issued during 2007 were 6.64%, up 64.76% since January 2008.  
During this same time, cumulative realized losses for 2007-vintage
Alt-A deals increased to 0.08% from 0.02%.
  
The analysis performed during this review has allowed Standard &
Poor's to project losses for each of the three types of Alt-A
transactions issued during the first half of 2007.  S&P project
aggregate lifetime losses of 8.15%-8.65% of the original balance
for the transactions with negative amortizing collateral.  S&P
project aggregate lifetime losses of 6.40%-6.90% for the
transactions backed by fixed-rate and long-reset hybrid
collateral.  Finally, S&P project aggregate lifetime losses of
7.00%-7.50% for the transactions backed by adjustable-rate and
short-rest hybrid collateral.  A list of deal-specific projected
losses can be found in "Projected Losses For U.S. Alternative-A
RMBS Issued In First-Half 2007," published May 28, 2008, on
RatingsDirect.

In reviewing the 2007-vintage Alt-A transactions, S&P used the
assumptions S&P announced on Jan. 15, 2008, and described in "U.S.
RMBS Surveillance, CDO Of ABS Assumptions Revised Amid Defaults,
Negative Housing Outlook."  S&P believe that the application of
expected lifetime losses has become appropriate as the depth and
duration of the housing downturn continues to increase.  S&P
lowered its ratings to 'CCC' on the classes that have expected
lifetime losses greater than their existing credit enhancement.

In addition, S&P lowered the ratings on many of the 2007
certificates previously rated 'B' and 'CCC', and on various
classes from pools with extraordinarily high levels of severely
delinquent loans, to 'CC' because its analysis revealed that these
classes have a greater likelihood of default in the nearer term.
S&P based its rating adjustments on its view of each class'
ability to withstand losses in excess of our projections.

Table 1 shows the classes with ratings lowered and ratings placed
on CreditWatch negative as a percentage of the original balance of
the total amount affected ($33.95 billion).
  
                             Table 1
                    First Half Of 2007 Actions

                    Total % actions by dollars
          Rating      Downgrades    CreditWatch negative
          ------      ----------    --------------------
          AAA            0.00               78.21
          AA+            2.86                0.00
          AA             4.72                0.00
          AA-            1.33                0.00
          A+             1.53                0.00
          A              1.68                0.00
          A-             0.94                0.00
          BBB+           1.12                0.00
          BBB            1.21                0.00
          BBB-           1.24                0.00
          BB+            1.00                0.00
          BB             1.21                0.00
          BB-            1.00                0.00
          B+             0.56                0.00
          B              0.44                0.00
          B-             0.88                0.00
          CCC            0.06                0.00
          Total          21.79              78.21

Unless S&P observe a significant change in the macroeconomic
environment, Standard & Poor's considers the actions, except for
the CreditWatch placements, to be the last major changes to the
ratings on the U.S. Alt-A RMBS classes issued during the first
half of 2007.  S&P anticipate reviewing and resolving the
CreditWatch actions taken on both the 2006 and the 2007 Alt-A
vintages over the next few weeks.


* Holland & Hart Further Expands in Nevada Thru Hale Lane Merger
----------------------------------------------------------------
Holland & Hart LLP and Hale Lane Peek Dennison and Howard said
that the firms will combine forces.  Hale Lane is one of the
largest and most highly regarded Nevada law firms, and Holland &
Hart, based in the Mountain West, expanded into Nevada in 2006.
This combination brings together many of the leading lawyers in
Nevada and the Mountain West to provide enhanced legal services
across the region.

"With our common traditions of excellence, our shared focus on
serving clients, and our complementary experience we believe this
combination is a natural partnership that will benefit our present
and future clients," said John Husband, Chairman of Holland &
Hart's Management Committee.  "The combination with Hale Lane
allows both firms to more effectively and completely assist our
clients in Nevada.  Hale Lane has a strong reputation and
outstanding attorneys.  We are very excited about joining our
firms."

This combination allows both firms to maintain strong connections
to our communities throughout the region while adding significant
scope and depth of skilled professionals to serve our clients'
evolving needs.

"Hale Lane has a long and proud history in Nevada.  We're
fortunate to have many successful clients whose legal needs are
expanding and becoming more complex as their business grows," said
Tim Lukas, Hale Lane's Managing Shareholder.  "Teaming up with
Holland & Hart will increase the legal services we provide and our
geographic reach to meet those needs."

The combined firm will result in a total of 63 attorneys in
Nevada, making it one of the four largest law firms in Nevada, and
a total of 415 attorneys firm-wide.  The firm will maintain the
name Holland & Hart LLP and will have offices in Reno, Carson
City, and Las Vegas.

                       About Holland & Hart

Holland & Hart LLP -- http://www.hollandhart.com/-- has 365  
attorneys in 14 offices in seven western states including Nevada,
Colorado, Wyoming, Idaho, Montana, New Mexico, Utah, and
Washington D.C.  The firm provides legal counsel to companies of
all sizes, from emerging businesses to large public corporations
located throughout the country and internationally.  The firm is
nationally recognized by several peer-review publications for its
experience and capability in litigation, corporate law, and
natural resources law.   The Holland & Hart Foundation recently
won the coveted InnovAction Award for innovative thinking in law
firms.  Holland & Hart's in-house trial consultancy, Persuasion
Strategies, recently won top honors at the Law Technology News
Awards for the use of technology in the courtroom.

                         About Hale Lane

Hale Lane Peek Dennison and Howard -- http://www.halelane.com/--  
was founded in Nevada in 1971 and is one of the largest Nevada
firms.  The firm represents the entire spectrum of business
organizations from lenders, developers, and publicly traded
companies to entrepreneurs and closely-held corporations.  Hale
Lane also represents many individuals with regard to estate
planning, tax issues, and other personal matters.  The firm has a
strong litigation and natural resources practice, with clients
throughout Nevada and the west.  The firm has offices in Reno,
Carson City and Las Vegas.


* BMC Group Expands Bankruptcy Practice with Analytics Acquisition
------------------------------------------------------------------
BMC Group Inc. acquired Analytics Incorporated.  The Analytics
acquisition strengthens BMC Group's class action and bankruptcy
service offerings with proven large-scale class action and mass
tort settlement administration capabilities.

"The acquisition of Analytics is representative of our continuing
strategy of combining BMC Group's advanced technology with best-
of-breed service to provide superior information management
solutions," BMC Group CEO Sean Allen, said.  "This builds upon our
proven experience and success in implementing complex class action
and mass tort settlements."  

"Analytics will immediately benefit from BMC Group's worldwide
presence, advanced technologies and strategic partnerships," added
Richard W. Simmons, president of Analytics.  

"The acquisition of Analytics expands our capacity to provide one-
stop information management and consulting solutions to the legal
community," Tinamarie Feil, president of BMC Group, said.
   
                       About BMC Group Inc.

BMC Group Inc. -- http://www.bmcgroup.com/-- is an information  
management and professional services company serving law firms,
financial institutions and Fortune 1000 corporations.  The company
collects, manages and delivers information through its
professionals who combine transactional experience and sector
knowledge to ensure relevant compliance and business requirements.  
The company's use of proprietary tools and processes reduces costs
and decreases turnaround time for production and maintenance of
critical information.  BMC Group has multiple offices in North
American cities, well as in London and Hong Kong.

                    About Analytics Incorporated

Headquartered in Minneapolis, Analytics Incorporated --
http://www.analytics-inc.com/-- is a class action consulting firm  
with over thirty-five years of experience consulting on complex
class action litigation for major law firms, governmental
agencies, and Fortune 1000 corporations.  Analytics specializes in
providing electronic discovery and analysis, notice program
design, and settlement consulting services in class action and
mass tort litigation.  Analytics' experience includes settlements
involving antitrust, civil rights, consumer fraud, insurance,
medical devices, product liability, racial and sexual
discrimination, and securities fraud allegations.  Analytics has
regional offices across the country.


* CRG Names Craig Boucher as Partner in Maryland Practice
---------------------------------------------------------
Craig M. Boucher, Esq. has joined CRG Partners Group LLC as a
partner in the firm's Bethesda, Maryland office.

Mr. Boucher is an accomplished financial advisor and interim
executive, and has more than 20 years of experience in corporate
restructuring and crisis management.

"We are extremely pleased to have Craig join our team, he is a
proven leader who brings a demonstrated record of maximizing value
to a wide range of clients," said Scott Avila, Managing Partner.

During his career, Mr. Boucher has developed and implemented
numerous operational restructuring programs that have
substantially increased enterprise value for his clients. He has
also served as a trusted advisor to management teams in
restructuring debt and equity.  Additionally, he possesses
experience in a wide range of industries, with particular
expertise in retail and consumer products industries.

                        About CRG Partners

New York-based CRG Partners -- http://www.crgpartners.com/--  
provides operational and financial restructuring services,
specializing in creating value for the stakeholders of
underperforming companies.  CRG Partners has offices in Atlanta,
Bethesda, Boston, Charlotte, Chicago, Dallas, Los Angeles, New
York, and Vienna, Austria.


* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together
-----------------------------------------------------------------
Author:     Robert W. Keidel
Publisher:  Beard Books
Paperback:  276 pages
List Price: US$34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982587/internetbankrupt    

In American business, the metaphor of the sports team is
commonly used for business groups of all sizes -- from ad hoc
teams of a few members that deal with temporary problems to
groups of executive managers who are responsible for long-term
corporate survival and the profitability of an entire
organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different
responsibilities together to perform a particular activity and
pursue a common objective.  Within its framework, sports also
allow for the outstanding performance of particular individuals
and recognition of that performance.  The sports team metaphor
has become so common in business and so routinely applied to
business teams of all sorts and sizes that little thought is
usually given to its specifics.

Corporate Players -- Designs for Working and Winning Together
takes a close look at what makes a sports team function
effectively and win.  The author then applies these observations
to develop a plan for those in the corporate world to be as
successful as those in the sports world.  While a reprint of a
1988 book, the lessons in this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control
for football and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  

For instance, the organizational strategy for autonomy in base
ball is "adding value through star performers"; while the
organizational strategy for cooperation in basketball is
"innovating by combining resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government
positions, Keidel delves into the specifics of business groups
as sports teams.  

A fundamental point often overlooked by businesspersons is that
teams in different sports are different in significant ways.  An
understanding of these differences is crucial for executives,
managers, and consultants who are responsible for
conceptualizing a team in relation to a particular business
matter and then bringing together a team of individuals.  

As such, executives, managers and consultants have roles similar
to a general manager and coach of a sports team.  In some case,
they may also have the role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of
performing the task at hand, and then coordinate all of the
players to accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
Lebow College of Business.  Robert Keidel Associates is his
business consulting firm.

                             *********

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, 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 ***