TCR_Public/080623.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 23, 2008, Vol. 12, No. 148           

                             Headlines

26-01 ASTORIA: Case Summary & 14 Largest Unsecured Creditors
ACTIVBIOTICS INC: Assignee Distributes Cash to Creditors
AINSWORTH LUMBER: Inks Recapitalization Deal with Major Creditors
AMC ENTERTAINMENT: Earns $43.4 Million in Year Ended April 3
ANDREW BEIFUS: Case Summary & Six Largest Unsecured Creditors

APRIA HEALTHCARE: Accepts Blackstone Group's $1.6BB Buyout Offer
APRIA HEALTHCARE: Blackstone Unit Merger Cues S&P's Negative Watch
BABSON CLO: S&P Puts 'BB' Prelim. Rating on $16.5MM Class E Notes
BANC OF AMERICA: S&P Lowers Ratings on Four Certificate Classes
BCE INC: Lower Court Ruling Overturned, Buyout Deal to Proceed

BIOPACK ENVIRONMENTAL: Has $2,512,690 Equity Deficit at March 31
BLACK DIAMOND: Hires Miller Buckfire as Exclusive Fin. Advisor
BOB WILSON: Can't Use Cash Collateral, Chrysler Financial Says
BOB WILSON: Chrysler Balks at Assignment of Buccaneer Lease
BONANZA OIL: Posts $279,187 Net Loss in 2008 First Quarter

BONIFACIUS LIMITED: Fitch Junks Ratings on Four Note Classes
BOOZ ALLEN: S&P Assigns 'B+' Corporate Credit Rating
CAPITAL TRUST: Fitch Holds 'B-' Rating on $10.133MM Class H Notes
CAPITAL TRUST: Fitch Affirms 'B' Rating on $16.204MM Class G Trust
CHRYSLER LLC: Exceeding Financial Targets Despite Challenges

CONNIE BLALOCK: Case Summary & 12 Largest Unsecured Creditors
DANKA BUSINESS: To Propose Amendment to $240MM Sale of Unit
DEAN FOODS: S&P Places 'BB-' Credit Rating Under Negative Watch
DIAMOND GLASS: Selling Almost All Assets to Belron US for $50MM
DORMIA INC: Case Summary & 80 Largest Unsecured Creditors

EMPIRE LAND: U.S. Trustee Forms Three-Member Creditor Committee
EMPIRE LAND: Committee Taps Landau & Berger as Bankruptcy Counsel
ESMARK INC: Severstal Reiterates $17 per Share Takeover Offer
EXPRESS ENERGY: S&P Puts 'B' Rating on Proposed $360MM Facilities
FGIC CORP: Moody's Downgrades Senior Unsecured Debt to Caa2

FORD MOTOR: Cuts Truck Production as Demand Slows; Adds Small Cars
GCI INC: S&P Revises Outlook to Negative on Weak Credit Measures
GEMINI AIR: ALPA Says Furloughs Violate Employees' Contract
GENERAL MOTORS: 17,398 U.S. Hourly Workers Avail Attrition Plan
GLOBAL ROAMING: Posts $78,889 Net Loss in 2008 First Quarter

HEXION SPECIALTY: S&P Keeps 'B' Rating Under Negative CreditWatch
HUNTSMAN CORP: S&P Retains 'BB-' Rating Under Negative Watch
INTERSTATE BAKERIES: Seeks to Sell 3 Real Properties in California
IMPERIAL INDUSTRIES: Douglas Kintzinger Joins Board of Directors
INTERACTIVE MOTORSPORTS: Balance Sheet Upside-Down by $4.7MM

JPMORGAN CHASE COMMERCIAL: S&P Junks Ratings on 3 Cert. Classes
LA VERNE CITY: S&P Chips 'BBB-' Rating on $46.3MM Debt to 'BB'
LEAP WIRELESS: S&P Rates Proposed $200MM Convertible Notes 'CCC'
LINENS N THINGS: SEC. 341(a) Meeting Adjourned to Unknown Date
MEDIANEWS GROUP: High Cash Flow Decline Cues S&P to Junk Ratings

MONEYGRAM INT'L: Philip W. Milne Resigns as CEO and President
MULCH MAN: Voluntary Chapter 11 Case Summary
NATURALLY ADVANCED: Posts $549,935 Net Loss in 2008 First Quarter
NUTRITIONAL SOURCING: Wants Exclusive Plan Filing Moved on Aug. 15
OAKRIDGE HOMES: Case Summary & 20 Largest Unsecured Creditors

PACIFIC GOLD: March 31 Balance Sheet Upside-Down by $1,023,153
PAETEC HOLDING: Alex Stadler Joins Board of Directors
PILGRIM'S PRIDE: S&P Puts 'BB' Corp. Credit Under Negative Watch
PIPER RESOURCES: Updates on Default Status; CCAA Extended to July
POSITRON CO: Closes Stock Purchase Transaction with Dose Shield

PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors
PROGRESSIVE MOULDED: Case Summary & 34 Largest Unsecured Creditors
RAPTOR NETWORKS: March 31 Balance Sheet Upside-Down by $27,640,189
REMOTE MDX INC: Posts $20.1MM Net Loss in 2nd Qtr. Ended March 31
RESIDENTIAL CAPITAL: Board Approves Waiver of Operating Agreement

SCRIPPS FRENCH: Can Employ Bruce Wilson as Bankruptcy Counsel
SCRIPPS FRENCH: Files Schedules of Assets & Liabilities
SECURITY CAPITAL: Moody's Junks Debts and Financing Trust Ratings
SIRVA INC: OOIDA Demands Full Distribution of $5,000,000 Claim
SPX CORPORATION: Fitch Holds 'BB+' Issuer Default and Debt Ratings

STEVE & BARRY'S: To Go Bankrupt if $30MM Funding Search Fails
STEVEN BROOKS: Case Summary & Five Largest Unsecured Creditors
SUPERIOR OFFSHORE: Files Schedules of Assets and Liabilities
TEEVEE TOONS: Agrees to Sell Recorded Music Arm to The Orchard
TEXHOMA ENERGY: March 31 Balance Sheet Upside-Down by $4,294,246

THORNBURG MORTGAGE: Shareholders Re-Elect 3 Class II Directors
THORNBURG MORTGAGE: Board Approves Executive Indemnification Pact
THORNBURG MORTGAGE: Board Approves Employees' Phantom Stock Rights
TREY RESOURCES: March 31 Balance Sheet Upside-Down by $4,031,074
TRIAD GUARANTY: July Runoff Cues Fitch to Retain Negative Watch

TRIAD GUARANTY: July Runoff Prompts S&P to Retain Negative Watch
U.S. SHIPPING: Market Climate Still Tough Due to High Oil Prices
VERDIER PLANTATION: Wants Case Converted to Chapter 7 Liquidation
WCI COMMUNITIES: Special Panel to Review Restructuring Proposals
WELLCARE HEALTH: Lower Statutory Surplus Cue S&P to Chip Rating

WILSONS LEATHER: Names Timothy Becker as Interim Chief Executive
WORLD HEART: Voluntarily Delists from Toronto Stock Exchange

* S&P Places Five US Synthetic CDO Ratings Under Negative Watch

* BOND PRICING: For the Week of June 16 to June 20, 2008

                             *********

26-01 ASTORIA: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 26-01 Astoria Development LLC
        26-01 4th St.
        26-15 4th St.
        Astoria, NY 11102

Bankruptcy Case No.: 08-43900

Type of Business: The Debtor is involved in real estate  
                  development.

Chapter 11 Petition Date: June 19, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Robert R. Leinwand , Esq.
                  E-mail: rrl@robinsonbrog.com
                  Robinson Brog Leinwand, et al
                  1345 Avenue of The Americas
                  New York, NY 10105
                  Tel: (212) 586-4050
                  http://www.robinsonbrog.com/overview.asp

Total Assets: $15,250,000

Total Debts:   $9,979,439

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Judith Grunbaum                $2,200,000
6300 Northcrest, Montreal
Quebec, Canada H3S2W3

Fourth Street Astoria          $500,000
Holdings LLC
c/o Judith Grunbaum
6300 Northcrest, Montreal
Quebec, Canada H3S2W3

Attorney General's Office      Unknown
120 Broadway
New York, NY 10271

Corporation Counsel            Unknown

Department of the Treasury     Unknown

Eurovision 426 Development LLC Unknown

Internal Revenue Service       Unknown

Isaac Silberstein              Unknown

New York City Department of    Unknown
Tax and Finance

NYC Water Board                Unknown

NYS Dept. of Tax and Finance   Unknown

NYS Dept. of Tax and Finance   Unknown
Bankruptcy Unit

Shia Ostreicher                Unknown

US Attorneys Office            Unknown


ACTIVBIOTICS INC: Assignee Distributes Cash to Creditors
--------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., the Assignee for the Benefit of
Creditors of ActivBiotics Inc., disclosed the first distribution
of cash to the creditors of ActivBiotics.

Mr. Finn is a partner of the firm Finn Warnke & Gayton Certified
Public Accountants of Wellesley Hills, Massachusetts.

Mr. Finn stated that the distribution signifies the substantial
completion of the asset liquidation process and the allowance of
creditors' claims.  

The assignment, which began the liquidation process, was a
transfer of all the assets of ActivBiotics to Mr. Finn on Dec. 7,
2007, under a common law procedure.  The process was complex
because ActivBiotics was a biotech start-up company with
sophisticated intellectual property and fixed assets.
    
Mr. Finn pointed out that the assignment process allowed him to
move quickly and that the distribution of cash to creditors six
and a half months after the process began highlights one of the
major benefits of the assignment legal process for liquidating
defunct enterprises.
    
Mr. Finn praised the law firm he retained to assist him, Bingham
McCutchen LLP, to include, but not be limited to, Edwin Smith,
Meerie Joung and Jennifer Cleary.

                      About ActivBiotics Inc.

ActivBiotics Inc. -- http://www.activbiotics.com/-- is a
biopharmaceutical company focused on the discovery, development
and commercialization of therapies for the treatment of
inflammatory diseases and bacterial infections.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
ActivBiotics Inc. said it will sell all or substantially all
of its assets on an "as is" basis through an Assignment for the
Benefit of Creditors process after its clinical trial of Rifalazil
failed in peripheral arterial disease patients.


AINSWORTH LUMBER: Inks Recapitalization Deal with Major Creditors
-----------------------------------------------------------------
Ainsworth Lumber Co. Ltd. reached an agreement with its major
financial creditors regarding a recapitalization transaction,  
pursuant to which the company's debt burden will be significantly
reduced and liquidity will be materially enhanced.

In connection with the Recapitalization, the company has also
reached an agreement with the holders of a majority in aggregate
principal amount under that certain Credit and Guaranty Agreement,
dated as of June 26, 2007, by and among the company, certain of
its subsidiaries, the lenders party thereto from time to time and
Goldman Sachs Credit Partners L.P. regarding an amendment to the
terms of the Secured Credit Facility which will become effective
upon the implementation of the Recapitalization.

More specifically, the Secured Credit Facility will be amended as:

   -- The obligations under the Secured Credit Facility will be    
     secured by a first-priority lien on certain additional
     collateral up to an amount not to exceed $50 million;

   -- The lenders will receive a consent and amendment fee equal
      to 1% of the outstanding principal amount of the Secured
      Credit Facility on the effective date of such amendment;

   -- The interest rates under the Secured Credit Facility will be
     increased by 2% above the rates applicable thereunder; and

   -- Certain affirmative and negative covenants under the Secured
      Credit Facility will be amended so that such covenants are
      either consistent with or no more restrictive than similar
      covenants under the indenture governing the notes issued in
      connection with the Recapitalization and any mandatory
      prepayment that would have otherwise been required in
      connection with the Recapitalization will be waived.

Further details of the Recapitalization will be provided in an
information circular expected to be distributed to the company's
shareholders and noteholders by June 25, 2008.

                      About Ainsworth Lumber

Based in Vancouver, British Columbia, Ainsworth Lumber Co. Ltd.
(TSX: ANS) -- http://www.ainsworth.ca/-- is a manufacturer of   
engineered wood products, such as oriented strand board (OSB) and
specialty overlaid plywood.  The company owns six OSB
manufacturing facilities, three in Canada, and three in northern
Minnesota.  The company also has a 50% ownership interest in an
OSB facility located in High Level, Alberta.  Due to market
conditions, the company is presently operating three OSB  
facilities in Canada and one OSB facility in Minnesota.

Ainsworth Lumber Co. Ltd.'s consolidated balance sheet at
March 31, 2008, showed C$1.05 billion in total assets and
$1.12 billion in total liabilities, resulting in a roughly
C$75.2 million total stockholders' deficit.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 18, 2008,
The company believes that there exists reasonable doubt about the
company's ability to continue as a going concern because of the
company's current liquidity position and forecasted operating cash
flows and capital requirements for the next twelve months.  

In addition, the decline in demand for OSB in the U.S. residential
housing market and the significant appreciation of the Canadian
dollar against the U.S. dollar led to negative operating margins.  
Under the company's existing long-term and current indebtedness,
over the remainder of 2008 the company must provide for interest
payments of approximately C$62.0 million and principal payments of
C$8.5 million.  Under these circumstances, the company has
significant liquidity risk.


AMC ENTERTAINMENT: Earns $43.4 Million in Year Ended April 3
------------------------------------------------------------
AMC Entertainment Inc. reported net earnings of $43.4 million for
the 53 weeks ended April 3, 2008, versus net income of
$134.1 million for the 52 weeks ended March 29, 2007.

Total revenues increased $42.8 million, or 1.7%, to $2.50 billion
during the year ended April 3, 2008, compared to $2.46 billion
during the year ended March 29, 2007.

U.S. and Canada theatrical exhibition revenues increased
$26.1 million, or 1.1%, to $2.31 billion during the year ended
April 3, 2008, compared to the year ended March 29, 2007.  

International theatrical exhibition revenues increased
$16.8 million, or 9.5%, to $193.3 million during the year ended
April 3, 2008, compared to the year ended March 29, 2007.

                     Total Costs and Expenses

Total costs and expenses increased $29.9 million, or 1.3%, to
$2.37 billion during the year ended April 3, 2008, compared to
$2.34 billion during the year ended March 29, 2007.]

                         Interest Expense

Interest expense decreased $57.1 million, or 27.6%, to
$149.6 million during the year ended April 3, 2008, primarily due
to decreased borrowings.

         Equity in Earnings of Non-Consolidated Entities

Equity in earnings of non-consolidated entities were
$43.0 million in the current period compared to earnings of
$233.7 million in the prior period.  Equity in earnings related to
the company's investment in National CineMedia, LLC were
$22.2 million and $234.2 million for the years ended April 3,
2008, and March 29, 2007, respectively.

                    Provision for Income Taxes

The provision for income taxes from continuing operations was
$19.4 million for the year ended April 3, 2008, and $42.3 million
for the year ended March 29, 2007.

                 Liquidity and Capital Resources

Cash flows used in financing activities were $289.4 million and
$611.1 million during the periods ended April 3, 2008, and
March 29, 2007, respectively.

Total corporate borrowings and capital and financing lease
obligations were $1.66 billion at April 3, 2008.  As of April 3,
2008, the company was in compliance with all financial covenants
relating to the Senior Secured Credit Facility, the Cinemex Credit
Facility, the Notes due 2016, the Notes due 2014 and the Fixed
Notes due 2012.

The Senior Secured Credit Facility is with a syndicate of banks
and other financial institutions and provides AMC Entertainment
financing of up to $850.0 million, consisting of a $650.0 million  
term loan facility with a maturity of seven years and a
$200.0 million revolving credit facility with a maturity of six
years.

As of April 3, 2008, AMC Entertainment had available borrowing
capacity of approximately $185.9 million against the revolving
credit facility.

All obligations under the Senior Secured Credit Facility are
guaranteed by each of AMC Entertainment's wholly-owned domestic
subsidiaries.  All obligations under the Senior Secured Credit
Facility, and the guarantees of those obligations (as well as cash
management obligations and any interest hedging or other swap
agreements), are secured by substantially all of AMC
Entertainment's assets as well as those of each subsidiary
guarantor.

                          Balance Sheet

At April 3, 2008, the company's consolidated balance sheet showed
$3.84 billion in total assets, $2.71 billion in total liabilities,
and $1.13 billion in total stockholders' equity.

The company's consolidated balance sheet at April 3, 2008, also
showed strained liquidity with $227.2 million in total current
assets available to pay $447.3 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the year ended April 3, 2008, are available for
free at http://researcharchives.com/t/s?2e57

                     About AMC Entertainment

Based in Kansas City, Missouri, AMC Entertainment Inc.
-- http://www.amctheatres.com/-- is one of the world's largest   
theatrical exhibition companies.  The serves more than 240 million
guests annually through interests in 359 theatres with 5,138
screens in six countries.

                          *     *     *

To date, AMC Entertainment Inc. still carries Fitch Ratings'
'CCC+' senior subordinate rating assigned on Jan. 12, 2006.


ANDREW BEIFUS: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Andrew J. Beifus, Jr.
        10 Morgan Drive
        P.O. Box 106
        New Vernon, NJ 07976

Bankruptcy Case No.: 08-21474

Chapter 11 Petition Date: June 19, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Dean G. Sutton, Esq.
                  Email: dgs123@ptd.net
                  18 Green Rd.
                  P.O. Box 187
                  Sparta, NJ 07871
                  Tel: (973) 729-8121
                  Fax: (973) 729-6685

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Andrew J. Beifus, Jr.'s petition is available for free
at:

      http://bankrupt.com/misc/njb08-21474.pdf


APRIA HEALTHCARE: Accepts Blackstone Group's $1.6BB Buyout Offer
----------------------------------------------------------------
Apria Healthcare Group Inc. entered into a definitive merger
agreement with an affiliate of The Blackstone Group in a
transaction valued at approximately $1.6 billion.

Regardless of the fact that Apria is free to receive other offers
in the next five weeks, Apria embraced Blackstone Group LP's
offer, The Wall Street Journal related.

WSJ, citing analysts, said that Apria find Blackstone's deal price
attractive and doubted that a higher offer would emerge.

In a press statement, Apria disclosed that under the terms of the
merger agreement, Apria shareholders will receive $21.00 in cash
for each outstanding share of common stock they hold.  The $21.00
per share in cash purchase price represents a premium of
approximately 33% over the closing share price on June 18, 2008,
and a premium of approximately 29% over Apria's $16.22 average
closing share price for the 30 trading days ended June 18, 2008.

The independent members of Apria's board of directors have
unanimously approved the merger agreement and will recommend that
Apria shareholders adopt the agreement.

The transaction will be financed through a combination of equity
contributed by Blackstone and debt financing committed by
affiliates of Bank of America, Wachovia and Barclays Capital.

Upon completion of the merger, Apria will become a private
company, owned by Blackstone and its affiliates.  The transaction
is expected to close in the second half of 2008, subject to
customary closing conditions.

The corporate headquarters of Apria Healthcare will remain in Lake
Forest, California; its infusion division headquarters will remain
in Denver, Colorado.

"After careful analysis, the board has endorsed this transaction
as being in the best interest of our shareholders," Lawrence M.
Higby, chief executive officer and a director of Apria Healthcare,
said. "We are excited about teaming up with Blackstone to continue
pursuing our goals of growth while continually improving operating
efficiencies and enhancing our service for all of the patients and
customers we serve."

"We are delighted that a company with the resources and reputation
of Blackstone recognizes the value inherent in the service-first
approach that our associates across the country deliver every
day," Mr. Higby said.  "Blackstone brings an experienced group of
long-term healthcare investors who are committed to reinforcing
our company's mission of being our patients' and customers' first
choice for homecare services in the United States."

The completion of the merger is subject to terms and conditions
customary for transactions of this type, including approval by
Apria's shareholders, termination or expiration of the Hart-Scott-
Rodino regulatory waiting period and other customary closing
conditions.  Apria will solicit shareholder approval at a special
meeting which is expected to occur as early as September 2008.

Under the merger agreement, Apria and its advisors are permitted
and intend to solicit alternative acquisition proposals from third
parties until July 24, 2008.  After that date, Apria is not
permitted to solicit alternate acquisition proposals and may only
respond to certain unsolicited proposals prior to obtaining Apria
shareholder approval.

Apria advises that there can be no assurance that the solicitation
of superior proposals will result in an alternative transaction.
Apria does not intend to disclose developments with respect to
this solicitation process unless and until its board of directors
has made a decision regarding any alternative proposal.  If
Apria's board accepts a superior proposal, the merger agreement
would be terminated and Apria would be obligated to pay a break-up
fee.

Goldman, Sachs & Co. acted as financial advisor to Apria's board
of directors, and Gibson Dunn & Crutcher LLP acted as legal
advisor to Apria.  Munger Tolles & Olson LLP acted as legal
advisor to the independent members of Apria's board of directors.

Banc of America Securities LLC, Wachovia Capital Markets LLC and
Barclays Capital acted as financial advisors and Simpson Thacher &
Bartlett LLP acted as legal advisors to Blackstone.

                          Credit Facility

Apria also entered into a $280 million credit facility with
affiliates of Bank of America, Wachovia and Barclays Capital.
Proceeds of the new credit facility will be used to fund potential
repurchases of Apria's 3.375% Convertible Senior Notes due 2033
and to pay certain tax liabilities related thereto.

                    About The Blackstone Group

The Blackstone Group -- http://www.blackstone.com/-- is an  
investment and advisory firm.  Blackstone's alternative asset
management businesses include the management of corporate private
equity funds, real estate funds, hedge funds, funds of funds, debt
funds, collateralized loan obligation vehicles and closed-end
mutual funds.  The Blackstone Group also provides various
financial advisory services, including mergers and acquisitions
advisory, restructuring and reorganization advisory and fund
placement service.

                     About Apria Healthcare  

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. (NYSE: AHG) -- http://www.apria.com/-- provides home   
infusion therapy, home respiratory therapy and home medical
equipment through approximately 550 locations serving patients in
all 50 states.  


APRIA HEALTHCARE: Blackstone Unit Merger Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
respiratory and infusion services provider Apria Healthcare Group
Inc. on CreditWatch with negative implications.  The CreditWatch
listing follows the announcement that the company has entered into
a merger agreement with an affiliate of The Blackstone Group.  The
transaction is valued at about $1.6 billion, and will be financed
through a combination of sponsor equity and debt financing.
     
"While specifics for the transaction were not disclosed, we expect
the transaction will leave the company in a more highly leveraged
position upon closing," said Standard & Poor's credit analyst
Alain Pelanne.  As a result, we believe the corporate credit
rating likely will be lowered from its current 'BB+' level.  The
upcoming potential put of the company's $250 million convertible
notes is expected to be financed by a separate credit facility.  
If and when the notes are repurchased, and the existing credit
facility is refinanced as part of the buyout, existing issue
ratings will be withdrawn upon closing.
     
S&P expect to review the company's plan before resolving the
CreditWatch listing.  Apria provides home infusion therapy, home
respiratory therapy, and home medical equipment in all 50 states.


BABSON CLO: S&P Puts 'BB' Prelim. Rating on $16.5MM Class E Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Babson CLO Ltd. 2008-1/Babson CLO 2008-1 LLC's
$408.5 million floating-rate notes due 2018.
     
The preliminary ratings are based on information as of June 19,
2008.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:
     -- The expected commensurate level of credit support in the
        form of subordination provided by the rated and
        subordinated notes junior to the respective classes;

     -- The cash flow structure, which was subjected to various
        stresses requested by Standard & Poor's;

     -- The collateral manager's experience; and
     -- The transaction's legal structure, including the issuer's
        bankruptcy remoteness.


                    Preliminary Ratings Assigned
           Babson CLO Ltd. 2008-1/Babson CLO 2008-1 LLC

            Class                   Rating       Amount
            -----                   ------       ------
            A                       AAA        $340,000,000
            B                       AA          $18,000,000
            C-1                     A           $16,000,000
            C-2                     A            $5,000,000
            D                       BBB         $13,000,000
            E                       BB          $16,500,000
            Subordinated notes      NR          $41,500,000
   
                            NR -- Not rated.


BANC OF AMERICA: S&P Lowers Ratings on Four Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of pooled commercial mortgage pass-through certificates
from Banc of America Commercial Mortgage Inc.'s series 2005-1.  
Concurrently, S&P lowered its ratings on nine classes of nonpooled
certificates and affirmed our ratings on 16 other classes from
this series.

The downgrades reflect the credit deterioration of the pool;
specifically, eight loans have a reported a debt service coverage
below 1.0x.  In addition, the downgrades of the nonpooled
certificates reflect the credit deterioration of the Southdale
Mall loan, which is the largest loan in the pool.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 10, 2008, remittance report, the collateral pool
consisted of 135 loans with an aggregate trust balance of
$2.052 billion, compared with 135 loans totaling $2.332 billion at
issuance.  The master servicer, Bank of America N.A., reported
financial information for 96% of the pool.  Ninety-two percent of
the servicer-provided information was full-year 2007 data.  There
are eight loans in the pool, totaling $80.5 million (4%), that
have a reported DSC of lower than 1.0x.  The loans are secured
primarily by a variety of office and multifamily properties, with
an average balance of $10.1 million and an average decline in DSC
of 38% since issuance. Standard & Poor's calculated a weighted
average DSC for the entire pool of 1.76x, up from 1.66x at
issuance.  To date, the trust has not experienced any losses.
     
Bank of America reported a watchlist of 20 loans ($213.3 million,
10%).  The Terminal Tower loan ($37.4 million, 2%) is the largest
loan on the watchlist.  The loan is secured by a 576,620-sq.-ft.
office property in Cleveland, Ohio.  The loan appears on the
watchlist because the property reported a year-end 2007 DSC of
1.08x and an occupancy of 72%.
     
The remaining loans are on the watchlist primarily because of low
occupancy or a decline in DSC since issuance.
     
The top 10 loans have an aggregate outstanding balance of
$755.4 million (39%) and a weighted average DSC of 1.80x, up from
1.75x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures and all of the properties were
characterized as "good."
     
Six loans in the pool had credit characteristics consistent with
those of investment-grade obligations at issuance.  Currently, the
loans continue to exhibit these credit characteristics with the
exception of Southdale Mall.  Details of the two largest loans
are:
     -- The largest exposure in the pool, Southdale Mall, has a
        trust balance of $150.0 million (9%) and a whole-loan
        balance of $186.6 million.  The whole loan consists of a
        $150.0 million senior participation and a $36.5 million
        junior participation that is securitized on a nonpooled
        basis.  The nine "SM" certificates derive 100% of their
        cash flows from the properties backing the Southdale Mall
        loan.  The loan is collateralized by 740,326 sq. ft. of a
        1,181,355-sq.-ft. regional mall in Edina, Minnesota.  The
        mall has had a vacant anchor space totaling 24% of the net
        rentable area, which has not been leased since issuance.  
        In addition, the in-line tenant occupancy had dropped to
        72% as of January 2008 from 79% at issuance.  For the
        year-ended Dec. 31, 2007, DSC was 2.01x, and the mall had
        an overall occupancy of 78%.  Standard & Poor's adjusted
        value for this loan is down 22% from its level at
        issuance.  The downgrades of the "SM" certificates reflect
        the lower valuation and net cash flow.

     -- The Zurich Towers is the third-largest loan in the pool
        with a balance of $81.4 million (4%).  The loan is
        collateralized by two office buildings totaling 807,624-
        sq.-ft. in Schaumburg, Illinois.  Zurich American
        Insurance Co. (AA-/Stable/--) has a 12-year bondable net
        lease for the collateral space.  For the year ended
        Dec. 31, 2007, DSC was 2.48x. Standard & Poor's adjusted
        value for this loan is comparable to its level at
        issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmations.
        
                        Ratings Lowered

         Banc of America Commercial Mortgage Inc. (pooled)
    Commercial mortgage pass-through certificates series 2005-1

                      Rating
                      ------
           Class    To      From      Credit enhancement
           -----    --      ----      ------------------
           L        B+      BB-              2.30%
           M        B       B+               2.16%
           N        B-      B                1.87%
           O        CCC+    B-               1.30%

        Banc of America Commercial Mortgage Inc. (nonpooled)
    Commercial mortgage pass-through certificates series 2005-1

                      Rating
                      ------
           Class    To      From     Credit enhancement
           -----    --      ----     ------------------
           SM-A     B-      BBB-             N/A
           SM-B     B-      BB+              N/A
           SM-C     CCC+    BB+              N/A
           SM-D     CCC     BB+              N/A
           SM-E     CCC-    BB               N/A
           SM-F     CCC-    BB               N/A
           SM-G     CCC-    BB               N/A
           SM-H     CCC-    BB-              N/A
           SM-J     CCC-    B                N/A

                         Ratings Affirmed
     
         Banc of America Commercial Mortgage Inc. (pooled)
    Commercial mortgage pass-through certificates series 2005-1
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-3      AAA            23.04%
                A-4      AAA            23.04%
                A-5      AAA            23.04%
                A-SB     AAA            23.04%
                A-1A     AAA            23.04%
                A-J      AAA            14.69%
                B        AA             11.67%
                C        AA-            10.66%
                D        A               8.50%
                E        A-              7.49%
                F        BBB+            6.19%
                G        BBB             5.18%
                H        BBB-            3.46%
                J        BB+             3.17%
                K        BB              2.74%
                XW      AAA               N/A


                     N/A -- Not applicable.


BCE INC: Lower Court Ruling Overturned, Buyout Deal to Proceed
--------------------------------------------------------------
The Supreme Court of Canada unanimously overturned a controversial
lower-court ruling, brightening the prospects for the $35 billion
buyout of telecom company BCE Inc., The Wall Street Journal
reported.

In a press statement, BCE Inc. disclosed that the Supreme Court of
Canada's decision reinstating the court order approving the
company's plan of arrangement opens the path to complete the sale
of the company to an investor group led by Teachers' Private
Capital, the private investment arm of the Ontario Teachers'
Pension Plan, Providence Equity Partners Inc., Madison Dearborn
Partners LLC, and Merrill Lynch Global Private Equity.

According to WSJ, the judgment, which throws out a lawsuit by BCE
bondholders challenging the transaction, allows the deal to
proceed.  The court didn't provide a rationale for its ruling; an
opinion will be issued at a later date, WSJ added.

In a statement, Richard J. Currie, chair of the board of BCE Inc.
and Bell Canada, said: "this unanimous decision by the Supreme
Court affirms BCE's long standing position that the plan of
arrangement complies with the rights and reasonable expectations
of Bell Canada debentureholders,"

CRTC final approval was obtained on June 20.  Further, Industry
Canada also confirmed its approval will be issued early next week.  
As a result, all third party approvals necessary for the
transaction will be obtained before June 30, 2008.  In light of
the delay caused by legal challenges to the plan of arrangement,
the company's objective is now to close the transaction in the
third quarter of 2008.

"With this decision by the Supreme Court and the confirmation of
regulatory approvals, we are now in a good position to complete
the transaction," Mr. Currie added.  "We expect all parties to the
transaction will honor their commitments."

BCE stock was up nearly 10% to $37.50 in after-hours trading
June 20 from its closing price of $34.10 in 4 p.m. New York Stock
Exchange trading. The buyout deal was struck at $42, WSJ noted.

                            About BCE

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company,    
providing comprehensive and innovative suite of communication
services to residential and business customers in Canada.  Under
the Bell brand, the company's services include local, long
distance and wireless phone services, high-speed and wireless
Internet access, IP-broadband services, information and
communications technology services (or value-added services) and
direct-to-home satellite and VDSL television services.  Other BCE
holdings include Telesat Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary   
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about
C$37 billion from about C$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BIOPACK ENVIRONMENTAL: Has $2,512,690 Equity Deficit at March 31
----------------------------------------------------------------
Biopack Environmental Solutions Inc.'s consolidated balance sheet
at March 31, 2008, showed $2,452,438 in total assets and
$4,965,128 in total liabilities, resulting in a $2,512,690 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $523,873 in total current assets
available to pay $2,205,108 in total current liabilities.

The company reported a net loss of $875,039 on revenues of $41,238
for the first quarter ended March 31, 2008, compared with a net
loss of $199,245 on revenues of $798,499 in the same period last
year.

The decline in sales is primarily attributable to a reduction in
the amount of business the company could send to its OEM factory,
which began to experience quality issues.  

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?2e4b

                       Going Concern Doubt

Gruber & Company, LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Biopack Environmental Solutions 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
incurred a net loss for the year ended Dec. 31, 2007, of
$5,011,576, had an accumulated deficit of $3,892,150 and a working
capital deficit of $1,717,380.

                   About Biopack Environmental

Biopack Environmental Solutions Inc. (OTC BB: BPAC) --
http://www.biopackenvironmental.com/-- manufactures 100%  
biodegradable consumer products from agricultural waste by
products.


BLACK DIAMOND: Hires Miller Buckfire as Exclusive Fin. Advisor
--------------------------------------------------------------
Black Diamond Mining Company LLC employed Miller Buckfire & Co.
LLC. as its exclusive financial advisor in connection with the
company's restructuring.

Miller Buckfire will assist Black Diamond in evaluating various
prospective transactions, including a capital raise to sponsor a
chapter 11 plan of reorganization and a sale of the business
pursuant to section 363 of the U.S. Bankruptcy Code.  

The company does not intend to disclose developments regarding
its consideration of the foregoing transactions unless and until
the Bankruptcy Court has approved a definitive transaction.

Headquartered in Pikeville, Kentucky, Black Diamond Mining Co.,
LLC, is a coal-mine operator.  The company and seven of its
affiliates filed for Chapter 11 protection on March 4, 2008
(Bankr. E.D. Ky. Lead Case No.08-70109).  David M. Cantor, Esq.,
at Seiller Waterman, LLC, represents the Debtors in these cases.  
No Official Committee of Unsecured Creditors has been appointed in
these cases to date.  When the Debtor filed for protection against
their creditors, it listed assets and debts between $100 million
to $500 million.

Prudential Insurance Co. of America and subsidiaries of CIT Group
Inc. C.I.T. Capital U.S.A. Inc. and The C.I.T Group/Commercial
Services Inc., filed involuntary Chapter 11 petitions against FCDC
Coal Inc., Black Diamond Mining Co., Martin Coal Processing Corp.,
Spurlock Energy Corp., Turner Elkhorn Mining Co., Wolverine
Resources Inc. and Black Diamond Land Co. LLC on Feb. 19, 2008
(Bankr. E.D. Ky. Case Nos. 08-50369 to 08-50372 and 08-70066 to
08-70067).  Robert J. Brown, Esq., at Wyatt, Tarrant & Combs,
L.L.P., represent the petitioners.  According to the petitioners,
the Debtors' owe them $150 million.

As reported in the Troubled Company Reporter on Feb. 25, 2008, the  
petitioning creditors sought the appointment of a Chapter 11
trustee for the Debtors.  The petitioners alleged that the
Debtors' controlling equity owner Harold E. Sergent and other
shareholders are "hopelessly conflicted.  "They insisted that the
company has no money since losing $25 million last year and they
had refused to dole out a single cent until a trustee assumes
control of the company and comes up with an appropriate budget.

The TCR on March 4, 2008, reported that the Court directed the
appointment of a chief restructuring officer -- either Ira Genser
or Steven Cohn from Alvarez & Marsal North America LLC -- for FCDC
Coal Inc. and Black Diamond Mining Co.  The Court said the CRO
will "have the same powers as a trustee," which will include
retention and termination of workers, and the investigation of the
Debtors' officers.


BOB WILSON: Can't Use Cash Collateral, Chrysler Financial Says
--------------------------------------------------------------
Bob Wilson Dodge Chrysler Jeep LLC asked the U.S. Bankruptcy Court
for the Middle District of Florida for permission to use cash
collateral upon which DaimlerChrysler Financial Services Americas
LLC asserts a security interest and lien.

The Debtor owes Chrysler Financial about $18 million, secured with
the Debtors' accounts receivable and other related items.  The
Debtor's daily operations constantly replenish accounts
receivable, some of which constitute funds due to Chrysler
Financial for vehicles sold but unfunded where the retail funding
takes a limited period of time.

The Debtor intends to sell vehicles floor-planned with Chrysler
Financial either for cash or in a manner that will allow the
amount that Chrysler Financial has advanced to be repaid upon the
receipt of funds from a third party motor vehicle financing
company or other lender.

The Debtor proposes to use cash collateral to pay off existing
liens with respect to traded-in vehicles as soon as practicable
and to pay payroll, insurance, utilities, and purchase of
automotive parts.

The Debtor intends to provide Chrysler Financial with a
postpetition replacement lien on their assets to the same extent
and validity and with the same priority as the existing lien.

                    Chrysler Financial Objects

Chrysler Financial related that on Sept. 20, 2007, it entered into
a master loan and security agreement with the Debtor by executing
an additional borrower addendum to the master loan and security
agreement.  Under the agreement, Chrysler Financial agreed to
extend new and used vehicle financing to the Debtor.  With the
credit facilities, the Debtor purchased new motor vehicles from
Chrysler and used motor vehicles from other sources.  In addition,
the Debtor is party of a capital loan with Chrysler Financial in
the amount of $2,800,000 as of April 30, 2008.  As of April 25,
2008, the Debtor owes Chrysler Financial the amount of
$21,211,001.

In addition to the direct obligation, Chrysler Financial said that
the Debtor is a guarantor of certain real estate-related
obligations of its debtor-affiliate, Pabo LLC, and Robert M.
Wilson, Jr., in the amount of $10,789,000.

Chrysler Financial said it asserts a priority security interest in
all of the Debtor's assets.

During April 2008, Chrysler Financial related that the Debtor had
sold various vehicles subject to the security interest of Chrysler
Financial.  The Debtor converted the proceeds to its own use by
effecting a sale out of trust.  Chrysler Financial promptly
demanded the Debtor to pay of the SOT prior to the bankruptcy
filing, as required under the terms of the financing agreement.

As of April 25, 2008, Chrysler Financial said that the Debtor had
sold vehicles on a SOT basis in the aggregate amount of
$2,165,239.

In response to the SOT, Chrysler Financial suspended the Debtor's
ability to finance the purchase of vehicles under the financing
agreement.  At the request of Chrysler Financial, the Debtor
established a proceeds account at U.S. AmeriBank on April 21,
2008, and agreed to deposit all of the proceeds of the sale of
vehicles.  Under a notice of assignment, Chrysler Financial
directed AmeriBank to directly deposit to Chrysler Financial the
sums held "in trust."  Chrysler Financial said that the funds
deposited at AmeriBank do not constitute cash collateral because
they are held in trust and do not belong to the estate.

Chrysler Financial also placed a representative at the Debtor's
premises to monitor the sales of the vehicles and to block further
SOT.

Chrysler Financial added that the Debtor, as of the bankruptcy
filing, had sold $1,105,739 of vehicles without funding from
consumer's retail financing source.  Chrysler Financial alleged
that the Debtor has not accounted for funds received postpetition
nor has it provided evidence of segregation of Chrysler
Financial's cash collateral.

The Debtor, Chrysler Financial asserted, has not established or
even alleged the ability to operate profitability (or even break-
even) postpetition.

According to Chrysler Financial there is insufficient information
available for the Court to award the Debtor authority to use cash
collateral.

Jonathan D. Deily, Esq., at Deily, Mooney & Glastetter, LLP
represents Chrysler Financial.

                         About Bob Wilson

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/--  is a certified  
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed for separate Chapter 11 protection on April 25,
2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.)  Scott A.
Stichter, Esq., and Harley E. Riedel, Esq. at Stichter Riedel
Blain & Prosser PA represent the Debtors in their restructuring
efforts.  The Debtors listed $25,755,784 in assets and $20,789,595
in liabilities.


BOB WILSON: Chrysler Balks at Assignment of Buccaneer Lease
-----------------------------------------------------------
Bob Wilson Dodge Chrysler Jeep LLC and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Middle District of Florida for
permission to assume and assign their unexpired luxury suite
license agreement to Dayton Andrews.

The Debtors related that they entered into a license agreement
with Buccaneers Limited Partnership for the use of a luxury suite
at Raymond James Stadium.

The Debtors received an offer from Dayton Andrews under which
Dayton Andrews or a related entity would take an assignment of the
luxury suite lease.  The Debtors will not receive any money from
the assignee for the agreement assumption and assignment.  The
Debtors' prepetition deposit will remain in place, although the
Debtors would not be liable for payments under the agreement.

The Debtors said that there are no defaults under the agreement.

                    Chrysler Financial Objects

DaimlerChrysler Financial Services Americas LLC told the Court
that the Debtors, pursuant to the lease agreement, have the use
and enjoyment of a luxury suite at Raymond James Stadium for all
pre-season and regular season games of the Tampa Bay Buccaneers
Football Club.  The lease includes 16 admission tickets per game
and three parking passes.  Chrysler Financial said that there are
only 95 luxury suites available for lease at the stadium.

The Debtors are not the sole owners of the lease, Chrysler
Financial said.  The Debtors own 50% of the lease interest, Dayton
Andrews owns 25%, and a certain Mr. Ormes owns the remaining 25%.  
Chrysler Financial said that the Debtors failed to disclose this
information in their motion.

Pursuant to the lease agreement, the Debtors provided the
Buccaneers $55,000 as a security for the prompt and full payment
of license fees.  At the end of the lease, the security deposit, a
property of the estates, will be returned to the Debtors, Chrysler
Financial said.  The Debtors propose to convey 50% share of the
lease to Dayton Andrews without their receipt of any monetary
consideration.  Chrysler Financial said there is no justification
to convey the deposit, a valuable asset, without bringing value to
the estate.

The annual fee under the lease is $66,750, indicating that the
Buccaneers believe the luxury suite commands significant interest
and value to the community, Chrysler Financial pointed out.  
Chrysler Financial noted that the Tampa Bay community has
significant interest in attending the football games and the 2007
season averaged 66,567, based on Sports Two LLC's online sport
statistics.

Chrysler Financial added that the Debtors have not taken any steps
to protect the estates in the even of default by Mr. Andrews.  The
motion, Chrysler Financial noted, is silent to Mr. Andrews
providing an indemnification agreement to the Debtors should he
default under the lease resulting in the forfeiture of the deposit
posted by the Debtors.

According to Chrysler Financial, Mr. Andrews may not be able to
perform under the lease since he recently suffered a heart attack
and a stroke.

Chrysler Financial related that the lease is marketable and it is
likely that significant interest exists in the Tampa Bay community
for a third party to assume the lease.  Hence, the Court should
direct the Debtors to notify the public of the proposed assignment
of the lease in various newspapers and on the Buccaneer's Web
site.

Jonathan D. Deily, Esq., at Deily, Mooney & Glastetter, LLP
represents Chrysler Financial.

                         About Bob Wilson

Headquartered in Tampa, Florida, Bob Wilson Dodge Chrysler Jeep
LLC -- http://www.bobwilsondodgesuperstore.com/--  is a certified  
DaimlerChrysler Five Star dealership with a huge inventory of high
quality new and pre-owned vehicles.  The Debtors and its debtor-
affiliates filed for separate Chapter 11 protection on April 25,
2008 (Bankr. M.D.Fla. Case No.: 08-05759 thru 08-05763.)  Scott A.
Stichter, Esq., and Harley E. Riedel, Esq. at Stichter Riedel
Blain & Prosser PA represent the Debtors in their restructuring
efforts.  The Debtors listed $25,755,784 in assets and $20,789,595
in liabilities.


BONANZA OIL: Posts $279,187 Net Loss in 2008 First Quarter
----------------------------------------------------------
Bonanza Oil & Gas Inc. reported a net loss of $279,187 on oil &
gas sales of $13,913 for the first quarter ended March 31, 2008.

The company was incorporated on Aug. 17, 2007, and thus no prior
year comparisons were provided.

All of the company's current revenues are derived from oil sales
from its Plantation property.  

At March 31, 2008, the company's consolidated balance sheet showed
$2,431,583 in total assets, $1,003,201 in total liabilities, and
$1,428,382 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $152,458 in total current assets
available to pay $1,003,201 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?2e5e

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about Bonanza
Oil & Gas Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the  
the period from Aug. 17, 2007 (date of inception) to Dec. 31,  
2007.  The auditing firm pointed to the company's recurring losses
from operations and accumulated deficit.

                        About Bonanza Oil

Based in Houston, Bonanza Oil and Gas Inc. (OTC BB: BGOI)
is an independent energy company engaged primarily in the
acquisition, development, production and the sale of oil, gas and
natural gas liquids.  The company's production activities are
located in the United States of America.  Bonanza was originally
incorporated as Plantation Working Interests LLC (Plantation) in
the State of Texas on Aug. 17, 2007, to acquire a working interest
(22.5% pre-payout, 15% post-payout) in 8 oil and gas wells in
Gonzales County, Texas.


BONIFACIUS LIMITED: Fitch Junks Ratings on Four Note Classes
------------------------------------------------------------
Fitch Ratings has downgraded and assigned Distressed Recovery  
ratings on six classes of notes issued by Bonifacius, Limited and
Bonifacius, LLC.  Fitch has also removed all six classes from
Rating Watch Negative.  These rating actions are effective
immediately:

  -- $1,596,550,773 class A-1M to 'CC/DR4' from 'BBB';
  -- $221,060,876 class A-1Q to 'CC/DR4' from 'BBB';
  -- $275,000,000 class A-1J to 'C/DR6' from 'BB';
  -- $125,000,000 class A-2 to 'C/DR6' from 'B-';
  -- $115,000,000 class A-3 to 'C/DR6' from 'CCC';
  -- $55,000,000 class A-4 to 'C/DR6' from 'CC';

Separately, Fitch has assigned these DRs to classes B, C and D,
all of which remain at 'C':

  -- $34,757,534 class B 'C/DR6';
  -- $15,924,272 class C 'C/DR6';
  -- $17,187,839 class D 'C/DR6'.

Bonifacius is a cash flow structured finance collateralized debt
obligation that closed on July 27, 2007 and is managed by Collineo
Asset Management GmbH.  Presently 44.4% of the portfolio is
comprised of 2005, 2006 and 2007 vintage U.S. subprime residential
mortgage-backed securities, 30.1% consists of 2005, 2006 and 2007
vintage U.S. SF CDOs and 7.9% is comprised of 2005, 2006 and 2007
vintage U.S. Alternative-A RMBS.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.  
Since Nov. 21, 2007, approximately 72.9% of the portfolio has been
downgraded with 34.3% of the portfolio currently on Rating Watch
Negative.  58% of the portfolio is now rated below investment
grade, of which 40.7% of the portfolio is rated 'CCC+' and below.  
Fitch notes that, overall, 68.4% of the assets in the portfolio
now carry a rating below the rating it assumed in November 2007.  
The negative credit migration experienced since the last review on
Nov. 21, 2007 has resulted in the Weighted Average Rating Factor
deteriorating to 27.26 from 6.13, breaching its covenant of 1.15,
as of the March 31, 2008 trustee report.

The collateral deterioration has caused each of the
overcollateralization tests to fall below 100% and fail their
respective triggers.  As of the trustee report dated April 3,
2008, the class A OC ratio was 80.5%, the class B OC ratio was
79.4%, the class C OC ratio was 78.9% and the class D OC ratio was
78.4%.  The class A OC ratio fell below 100% for the first time in
January 2008 which caused an Event of Default to occur.  As a
result of the Event of Default, the transaction accelerated
thereby making all distributions of principal and interest to only
the class A-1Q and A-1M notes until paid in full which led to a
default in the payment of interest to the timely classes A-1J,
A-2, A-3 and A-4.  Payment of interest to the class B, class C and
class D notes has been made in kind by writing up the principal
balance of each class by the amount of interest owed.

As a remedy to the Event of Default, the majority of holders of
the class A notes have directed the sale and liquidation of the
collateral which is to take place at a public sale June 17-19.  
Fitch expects that the proceeds from the liquidation of the
collateral will not be enough to pay the senior most classes, the
class A-1Q and class A-1M notes and the remaining classes are
expected to receive zero interest and principal.

The ratings on the class A-1J loan and the class A-1M, A-1Q, A-2,
A-3 and A-4 notes address the timely receipt of scheduled interest
payments and the ultimate receipt of principal as per the
transaction's governing documents.  The ratings on classes B, C
and D address the ultimate receipt of interest payments and
ultimate receipt of principal as per the transaction's governing
documents.  The ratings are based upon the capital structure of
the transaction, the quality of the collateral, and the
protections incorporated within the structure.


BOOZ ALLEN: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating on McLean, Virginia-based Booz Allen Hamilton Inc.,
a professional and government information technology services
provider serving the U.S. public sector.  The outlook is positive.
     
"The rating is based on a highly leveraged financial profile with
weak cash flow protection measures, partially offset by Booz
Allen's satisfactory business profile, reflecting its longstanding
relationship with government agencies, long-term contracts, and
lower customer concentration risk," said Standard & Poor's credit
analyst David Tsui.
     
At the same time, S&P assigned issue-level and recovery ratings on
Booz Allen's senior secured financing and senior unsecured
mezzanine facility.  The company's $810 million senior secured
bank facility is rated 'BB', with a recovery rating of '1',
indicating that lenders can expect very high (90% to 100%)
recovery in the event of a payment default.  The secured financing
consists of a $100 million revolving credit facility due 2014, a
$125 million term loan A due 2014, and a $585 million term loan B
due 2015.  The company's $550 million senior unsecured mezzanine
facility due 2016 is rated 'B', with a recovery rating of '5',
indicating that lenders can expect modest (10% to 30%) recovery in
the event of a payment default.  All ratings are based on
preliminary offering statements and are subject to review upon
final documentation.
     
Booz Allen will use proceeds from the $710 million first lien-term
loan, $550 million senior unsecured mezzanine facility, and
$158 million of payment-in-kind deferred payment obligation at the
holding company level, to help fund the purchase of the U.S.
Government consulting business from its commercial consulting
business.  The revolving credit facility will be undrawn at
closing.
     
Booz Allen is a provider of management consulting, IT, and systems
development/engineering services to the U.S. public sector.


CAPITAL TRUST: Fitch Holds 'B-' Rating on $10.133MM Class H Notes
-----------------------------------------------------------------
Fitch affirmed all classes of Capital Trust RE CDO 2005-1 as:

  -- $211,941,000 class A notes at 'AAA';
  -- $36,309,000 class B notes at 'AA';
  -- $21,110,000 class C notes at 'A';
  -- $14,354,000 class D notes at 'BBB';
  -- $15,199,000 class E notes at 'BBB-';
  -- $6,755,000 class F notes at 'BB';
  -- $6,755,000 class G notes at 'B';
  -- $10,133,000 class H notes at 'B-'.

Fitch's affirmations are based on the transaction maintaining an
adequate reinvestment cushion, remaining within its other
transaction covenants, and passing Fitch's property value decline
stress scenarios.  The deal was reviewed as approximately 34% of
the portfolio has turned over since the last review.

Deal Summary:

Capital Trust RE CDO 2005-1 is a $338,233,507 revolving commercial
real estate cash flow collateralized debt obligation that closed
on March 15, 2005.  As of the May 2008 trustee report and per
Fitch categorizations, the CDO was substantially invested as: B-
notes (41.2%), commercial real estate mezzanine loans (13.1%),
real estate bank loan mezzanine interests (9.5%), CMBS (29.0%),
CRE CDOs (4.6%), and cash (2.6%).  The CDO is also permitted to
invest in synthetic securities.

The portfolio is selected and monitored by CT Investment
Management Co., LLC.  Capital Trust RE CDO 2005-1 has a five-year
reinvestment period during which, if all reinvestment criteria are
satisfied, principal proceeds may be used to invest in substitute
collateral.  The reinvestment period ends in April 2010.

Asset Manager:

CTIMCO, the collateral manager for the transaction, is a wholly
owned subsidiary of Capital Trust Inc.   CT, a specialty finance
and investment management company founded in 1997 by Sam Zell and
John Klopp, is a balance sheet investor and investment manager
focused on structured finance products.  The company is one of the
leading real estate mezzanine investors in the U.S. and has
originated over $10 billion of mezzanine and other high-yield
investments.

Performance Summary:

The CDO is in compliance with all its reinvestment covenants.  The
current portfolio's weighted average Fitch stressed last-dollar
debt service coverage ratio is 1.24x, which is above the minimum
covenant requirement of 1.20x.  The last-dollar DSCR is calculated
as the last dollar exposure to the trust and excludes any
subordinate amounts outside the transaction.  Fitch reviewed the
most current cash flow statements available for its analysis.

The Fitch Poolwide Expected Loss is 22.500%, as of June 2008,
compared to a PEL of 18.125% at last review in July of 2007.  This
increased PEL is primarily due to the application of Fitch's
interim surveillance methodology to the rated securities portion
which represents approximately 43% of the portfolio.  
Additionally, one of the pool's B-notes is secured by a portfolio
of three casinos which have experienced decreases in net cash
flow.  Fitch increased the expected loss on this loan to account
for its declining performance.  As a result of the increased PEL,
the CDO has below average reinvestment flexibility with 3.125% of
cushion.  The tighter cushion is somewhat mitigated by the fact
that there is less than two years remaining in the reinvestment
period, and more loan extensions are expected than payoffs for the
remainder of the reinvestment period.

The weighted average spread is 2.03%, which is above the covenant
of 1.50%; and the weighted average coupon is 6.54%, which is above
the covenant of 4.50%.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the May 2008
trustee report.

Collateral Analysis:

Approximately 54% of the pool is comprised of commercial real
estate loan assets, and approximately 43% is comprised of rated
securities.  Of the CREL assets, all are subordinate debt, which
is either CRE B-notes or mezzanine debt.  The remaining assets are
composed of CMBS, CRE CDOs, and real estate bank loans.  The
weighted average rating of the rated securities is 'BBB-/BB+'.

As of the May 2008 trustee report and per Fitch categorizations,
the CDO is within all its property type covenants.  Hotel loans
comprise the largest percentage of assets at 28.9%.  Office loans
have the next highest percentage at 17.3%.  The CDO is also within
all its geographic location covenants with the highest percentage
of assets located in New York at 27.2%.  Based on the number of
obligors, the pool is considered concentrated relative to other
CRE CDOs.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the Capital Trust RE CDO 2005-1 CREL
Surveyor Snapshot on the Fitch Ratings web site, which will be
available beginning June 26, 2008.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, and H notes address the likelihood that
investors will receive ultimate interest and deferred interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the modeled stressed PEL.  Generally,
Fitch will consider placing classes on Rating Watch Negative
should the reinvestment cushion fall below 2.00%.  Additionally,
Fitch performs value decline stress testing on the CDO's
liabilities.  To the extent investment grade rated bonds could be
impaired by a 25% property value decline, classes could also be
placed on Rating Watch Negative or downgraded.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is at least a 15% change in the collateral composition, or
semi-annually.


CAPITAL TRUST: Fitch Affirms 'B' Rating on $16.204MM Class G Trust
------------------------------------------------------------------
Fitch Ratings has affirmed all classes of Capital Trust RE CDO
2004-1 as:

  -- $100,463,000 class A-1 at 'AAA';
  -- $79,398,000 class A-2 at 'AAA';
  -- $29,167,000 class B at 'AA';
  -- $19,444,000 class C at 'A-';
  -- $21,065,000 class D at 'BBB';
  -- $3,241,000 class E at 'BBB-';
  -- $6,481,000 class F at 'BB';
  -- $16,204,000 class G at 'B'.

Fitch's affirmation of the above classes is based on the
transaction maintaining an adequate reinvestment cushion,
remaining within its other transaction covenants, and passing
Fitch's property value decline stress scenario.  The deal was
reviewed as approximately 40% of the portfolio has turned over
since the last review.

Deal Summary:

Capital Trust RE CDO 2004-1 is a $326,816,517 revolving commercial
real estate cash flow collateralized debt obligation that closed
on July 20, 2004.  As of the May 2008 trustee report and per Fitch
categorizations, the CDO was substantially invested as follows:
B-notes (55.2%), CRE mezzanine loans (33.8%), real estate bank
loans (3.5%), commercial mortgage-backed securities (CMBS; 6.2%),
and cash (1.4%).

The portfolio is selected and monitored by CT Investment
Management Co., LLC.  Capital Trust RE CDO 2004-1 has a five-year
reinvestment period during which, if all reinvestment criteria are
satisfied, principal proceeds may be used to invest in substitute
collateral.  The reinvestment period ends next month (July 2008).

Asset Manager:

CTIMCO, the collateral manager for the transaction, is a wholly
owned subsidiary of Capital Trust Inc.  CT, a specialty finance
and investment management company founded in 1997 by Sam Zell and
John Klopp, is a balance sheet investor and investment manager
focused on structured finance products.  The company is one of the
leading real estate mezzanine investors in the U.S. and has
originated over $10 billion of mezzanine and other high-yield
investments.

Performance Summary:

The CDO is in compliance with all its reinvestment covenants.  The
current portfolio's weighted average Fitch stressed last-dollar
debt service coverage ratio is 0.99 times, which is above the
minimum covenant requirement of 0.95x.  The last-dollar DSCR is
calculated as the last dollar exposure to the trust and excludes
any subordinate amounts outside the transaction.  Fitch reviewed
the most current cash flow statements available for its analysis.

The Fitch Poolwide Expected Loss is 34.625%, as of June 2008,
compared to a PEL of 30.625% at last review in July 2007.  This
increased PEL is primarily due to the application of Fitch's
interim surveillance methodology to the rated securities portion
of the portfolio which accounts for approximately 10% of the
assets.  Additionally, one of the pool's B-notes is secured by a
portfolio of three casinos which have experienced decreases in net
cash flow.  Fitch increased the expected loss on this loan to
account for its declining performance.  As a result of the
increased PEL, the CDO has below average reinvestment flexibility
with 3.375% of cushion.  The tighter cushion is mitigated by the
fact that the reinvestment period ends in approximately one month,
thus offering little opportunity for reinvestment.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the May 2008
trustee report.

Collateral Analysis:

The pool is comprised predominantly of commercial real estate loan
assets; approximately 10% is comprised of rated securities.  Of
the CREL assets, all are subordinate debt, which is either CRE B-
notes or mezzanine debt.  The rated securities are composed of
CMBS and a real estate bank loan.  The weighted average rating of
the rated securities is 'BB+/BB'.

As of the May 2008 trustee report and per Fitch categorizations,
the CDO is within all its property type covenants.  Office loans
comprise the largest percentage of assets at 37.1%.  Hotel loans
have the next highest percentage at 28.6%, however if adjusted for
two defeased hotel loans, the percentage drops to 20.7%.  The CDO
is also within all its geographic location covenants with the
highest percentage of assets located in New York at 15.8%.  Based
on the number of obligors, the pool is considered concentrated
relative to other CRE CDOs.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings on
classes C, D, E, F and G address the likelihood that investors
will receive ultimate interest and deferred interest payments, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the modeled stressed PEL.  Generally,
Fitch will consider placing classes on Rating Watch Negative
should the reinvestment cushion fall below 2%.  Additionally,
Fitch performs value decline stress testing on the CDO's
liabilities.  To the extent investment grade rated bonds could be
impaired by a 25% property value decline, classes could also be
placed on Rating Watch Negative or downgraded.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Fitch will continue to monitor and review this transaction and
will issue an updated Snapshot report after each committeed
review.  The surveillance team will conduct a review whenever
there is at least a 15% change in the collateral composition, or
semi-annually.


CHRYSLER LLC: Exceeding Financial Targets Despite Challenges
------------------------------------------------------------
Nancy Rae, Chrysler LLC's Senior Vice President of Human Resources
and Corporate Communications, defends Chrysler's status in the
slowing economy and period of great change in the U.S. auto
industry.

              The State of the US Auto Industry in 2008

Chrysler's full year plan for the market in 2008 has been
aggressively conservative, allowing it to be better positioned for
the current slowdown.  Chrysler is clearly in a challenging
environment, but continue to be focused on building a profitable
enterprise for the long term.

Chrysler is committed to good business practices despite the
market slowdown such as reducing U.S. fleet sales (volume down
more than 20% YTD) and U.S. dealer inventory (volume is down
67,000 units from a year ago).

                        The State of Chrysler

As a private company, Chrysler is like a $60 billion startup with
a real owner-operator mentality.  Despite the challenges, the
automaker is meeting or exceeding its financial targets.

According to CEO Bob Nardelli (in The Wall Street Journal),
"Cerberus nor its backers are second-guessing the deal.  They are
not looking back."

According to Tim Price, Cerberus spokesman, "We are comfortable.  
We are long-term investors.  Chrysler is ahead of its cash flow
forecast by $1 billion."

Chrysler currently have its top 300 leaders going through a
comprehensive leadership development program consisting of five
segments focusing on strategic thinking, operating excellence and
leadership.

Chryler is developing project-specific alliances to help bring the
world's best technology to its customers, as soon as possible.  
Examples range from working with Nissan on a new small car for
global markets to partnering with GM, Daimler and BMW on hybrid
technology.

Chrysler enacted a 5% cost reduction on certain non-production
materials and services as a part of ongoing efforts to reduce its
cost footprint in a highly competitive marketplace.

                      Chrysler's Sales in 2008

Worldwide sales are down 14% YTD, which includes YTD increases in
Canada, Mexico and International Markets.  Fleet sales in the U.S.
were down 40% in May.

Sales are rising for new products, such as Dodge Journey (2nd best
selling mid-size crossover in May), Dodge Avenger (+15% YTD),
Dodge Caliber (+9% YTD), Chrysler Sebring Sedan/Convertible (+11%
YTD), and Jeep Patriot/Compass (+65% YTD).

Chrysler's long-wheelbase minivans' U.S. retail sales are up 30%
YTD, and retail share is up.

In Canada, Chrysler is the #2 best selling manufacturer in the
country, and up 5.5% YTD.

In Mexico, Chrysler’s sales are up 5.1% YTD.

Outside North America, Chrysler's international sales are up 8%
YTD, with markets like China and Russia becoming a larger part of
its business.

Dealers have embraced Project Genesis, and Chrysler is making
progress in transforming the U.S. dealer network.  Through May,
58% of its dealers are tri-branded, compared to 50% a year ago.  
In the U.S., Chrysler now has 3,488 dealers, down from a year ago
3,684.

               Chrysler's Alignment with Marketplace

Chrysler is better aligned than previously for the shift towards
smaller, more fuel efficient vehicles.  The automaker also
believes there is a strong and viable pickup truck market going
forward.

Through May, Chrysler's U.S. sales were 41% pickup trucks and
traditional SUVs, and 59% cars, car-based crossovers, compact
vehicles and minivans.  (Industry is at 33%/67% ratio)

Chrysler has six vehicles that achieve 28 MPG on the highway:
Dodge Caliber, Dodge Avenger, Chrysler Sebring, Chrysler Sebring
Convertible, Jeep Patriot and Jeep Compass.

                  Chrysler's Launch Lineup for 2008

These new vehicles have competitive advantages and are well-suited
for today's marketplace:

   * Dodge Journey: A crossover with class–leading fuel economy
     (25 mpg) with a 4-cylinder engine.

   * Chrysler Aspen/Dodge Durango Hybrids: Full-size SUVs offering
     up to 40% improved fuel economy in the city at a price
     thousands of dollars less than the competition.

   * 2009 Dodge Ram: There is no better way to fight truck buyer
     malaise than with Chrysler's best truck lineup ever boasting
     breakthrough new features.  The new Dodge Ram lineup will
     also soon add optional light duty diesel and hybrid
     powertrain options.

   * Dodge Challenger: This modern muscle car will come with a
     fuel-efficient V6 option at an aggressive entry-level price
     of $21,995.

           Harbour Report for Manufacturing Productivity

This year, Chrysler tied Toyota for #1 in manufacturing
productivity (avg assembly hours).

Chrysler has the #1 assembly plant (innovative ToledoSupplierPark)
and #1 engine plant (GEMA joint venture with Hyundai and
Mitsubishi).

The combination of lower hours-per-vehicle production and a more
competitive wage rate helps Chrysler compete with the transplants.

                             Quality

In the latest J.D. Power IQS, the company improved six points, and
Chrysler and Dodge brands showed improvement.  Unfortunately, the
Jeep brand was last in the survey due to concerns about the
Wrangler Unlimited.

Dodge Durango and Dodge Dakota were tops in segments for least
problems per hundred.  Chrysler PT Cruiser took second place in
the "Compact Multi-Activity Vehicle Segment."

Chrysler has a corporate wide focus on the customer.  As part of
this, Chrysler has put in place the industry's first Chief
Customer Office, Doug Betts, and the Customer Advisory Board.

Chrysler LLC has approved more than 400 improvements in areas such
as better materials, fit and finish and quieter operation.

                         Commodity Prices

In the wake of mounting pressure from ever-increasing steel and
other commodity prices, Chrysler is managing its costs and
revenues to partially offset spiraling commodity costs.  

Chrysler will continue its overall commitment to deliver the best
values in the business through increasing standard equipment with
Chrysler's New Day packages to creative incentives, such as the
$2.99 Gas Guarantee and our industry-leading lifetime powertrain
warranty.

At the beginning of the model year, Chrysler added, on average,
$1,200 of new content to the vehicles in its lineup.

                   Advanced Technology Investments

Chrysler is in the midst of a $3 billion investment in advanced
powertrains to develop new fuel efficient engines, axles and
transmissions.

ENVI is Chrysler's in-house organization charged with establishing
Chrysler leadership in electric-drive vehicles and related
advanced-propulsion technologies.

Chrysler's UConnect(R) is a Bluetooth(R) enabled voice-activated,
in-vehicle, hands-free communications system that recognizes more
than 100,000 words and is capable of learning new words.  Voice
commands can input addresses to the navigation system, select
satellite radio stations and access voice mail.  New for 2009, the
hands-free system automatically downloads up to 1,000 phone book
entries per phone.
Examples of new advanced technologies available on 2009 models
include:

   * In-vehicle wireless Internet connectivity: coming from
     Mopar(R) by year end 2008.

   * Rear Cross Path: Chrysler-exclusive system warns drivers of
     approaching traffic in the parking lot aisle during back-up
     maneuvers.

   * Blind Spot Monitoring: exclusive to Chrysler and Dodge in
     minivan segment.

                        About Chrysler

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

                            *     *     *

As reported in the Troubled Company Reporter on May 9, 2008,
Fitch Ratings downgraded the Issuer Default Rating of Chrysler
LLC to 'B' from 'B+', with a Negative Rating Outlook.  Fitch has
also downgraded the senior secured bank facilities, including
senior secured first-lien bank loan to 'BB/RR1' from 'BB+/RR1';
and senior secured second-lien bank loan to 'CCC+/RR6' from
'BB+/RR1'.  The recovery rating on the second lien was also
downgraded from 'BB+/RR1' to 'CCC+/RR6' based on lower asset value
assumptions and associated recoveries in the event of a stress
scenario.


CONNIE BLALOCK: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Connie Lynn Blalock
         Diane Ward Blalock
         Blalock Properties
         6741 Rock Service Station Road
         Raleigh, NC 27603

Bankruptcy Case No.: 08-04083

Chapter 11 Petition Date: June 18, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtors' Counsel: Richard D. Sparkman, Esq.
                  Richard D. Sparkman & Assoc., P.A.
                  P.O. Drawer 1687
                  Angier, NC 27501
                  Tel: (919) 639-6181
                  rds@sparkmanlaw.com

Total Assets: $2,623,525

Total Debts:  $3,119,977

Debtors' list of their 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dalton Ward                      Personal loans        $684,124
4705 Forestdale Road
Raleigh, NC 27603

Select Portfolio Servicing Inc.  Residence and .92     $492,605
Attn: Managing Agent             acres at 6741 Rock   ($350,000
P.O. Box 65777                   Service Station       secured)
Salt Lake City, UT 84165         Road

America's Servicing Company      Rental house           $82,378
Attn: Managing Agent                                   ($50,000
P.O. Box 10328                                         secured)
Des Moines, IA 50306

Four Oaks Bank                   Tract 6 - 0.93 acre    $50,000
                                 vacant lot            ($35,000
                                                       secured)

Asset Management Holdings, LLC   Rental house           $35,349
                                                      ($170,000
                                                       secured)
                                                   ($150,827.47
                                                   senior lien)

Stan Blalock                     Personal loan          $27,000

Wilshire Credit Corporation      Deficiency             $19,319

Internal Revenue Service         Notice #CP523          $18,627
                                 2006 Tax Liability

MorEquity, Inc.                  Rental house           $15,677
                                                       ($50,000
                                                       secured)
                                                    ($82,378,24
                                                   senior lien)

Productivity Card                Credit card             $4,131

Midland Credit Management        Open account            $3,994

Wake County Revenue Department   Property tax            $1,331


DANKA BUSINESS: To Propose Amendment to $240MM Sale of Unit
-----------------------------------------------------------
Danka Business Systems PLC will propose an amendment to the
resolution to approve the sale of Danka's U.S. operating
subsidiary, Danka Office Imaging Company to Konica Minolta
Business Solutions U.S.A. Inc., at the Extraordinary General
Meeting scheduled to be held on June 27, 2008.

The amendment will enable shareholders to approve the proposed
sale regardless of the voting outcome on a separate proposal to
conduct a members voluntary liquidation of the parent company.

The change was made in response to statements by a number of
holders of Danka's American Depositary Shares that they support
the sale of DOIC to Konica Minolta, but do not support the MVL as
currently proposed.  Danka's board of directors determined that it
is in the best interests of Danka and its shareholders to no
longer condition completion of the sale upon shareholder approval
of the MVL.

The board said that given Danka's liquidity position and existing
debt obligations it had concluded that completing the sale of DOIC
to Konica Minolta in a timely manner is of paramount importance.

On April 8, 2008, Danka, a supplier of office imaging equipment
and support services in the United States, disclosed a definitive
agreement to sell DOIC, Danka's sole operating subsidiary, to
Konica Minolta, a provider of advanced imaging and networking
technologies, for approximately $240 million in cash.

At that time the company also disclosed plans to conduct an MVL,
using the sale proceeds to repay all of the company's outstanding
indebtedness, and then distribute the remaining proceeds to Danka
shareholders.

"Although we continue to recommend that shareholders vote in favor
of the sale transaction, MVL and related proposals, our primary
mission is to close the transaction with Konica Minolta as quickly
as possible," A.D. Frazier, Danka chairman and chief executive
officer, stated.

The full text of the proposal to amend the resolution separating
approval of the sale transaction from the MVL is set forth in a
supplement to the proxy statement mailed to holders of ADSs on or
about that date.  A revised voting instructional form for ADS
holders to vote on the proposed amendment, well as the sale
itself, the MVL and related proposals, is enclosed with the
supplement.

The Bank of New York Mellon has agreed to extend the deadline by
which voting instructional forms must be returned to the
depositary by holders of American Depositary Shares to 5:00 p.m.,
New York time, on June 25, 2008.

                 Voluntary Liquidation After Sale

As reported in the Troubled Company Reporter on May 6, 2008, Danka
Business disclosed in a regulatory filing that the company will
undergo a voluntary liquidation under the laws of the United
Kingdom.

TCR said on April, 10, 2008, that the company signed a definitive
agreement with Konica Minolta Business Solutions U.S.A. Inc.,
enabling Konica Minolta to acquire the company's wholly owned U.S.
subsidiary, Danka Office Imaging Company, at a transaction valued
at $240 million.  Danka Office is the company's remaining
operating business.

                   About Danka Business Systems

Headquartered in St. Petersburg, Florida, Danka Business
Systems PLC (LON: DNK) -- http://www.danka.com/--  offers   
document solutions including office imaging equipment: digital and
color copiers, digital and color multifunction peripherals
printers, facsimile machines, and software, in the United States.

It also provides a range of contract services, including
professional and consulting services, maintenance, supplies,
leasing arrangements, technical support and training, collectively
referred to as Danka Document Services.

The company's revenue is generated from two primary sources: new
retail equipment, supplies and related sales, and service
contracts.  Danka sells Canon products, as well as Kodak, Toshiba
and Hewlett-Packard.

On Aug. 31, 2006, the company sold its subsidiary, Danka
Australasia, PTY Limited, to Onesource Group Limited.  In January
2007, the company disposed of its European businesses to Ricoh
Europe B.V.

The company's Dec. 31, 2007 balance sheet showed total assets of
$233.5 million, total liabilities of $225.0 million, 6.5% senior
convertible participating shares of $362.6 million, and total
stockholders' deficit of $354.1 million.


DEAN FOODS: S&P Places 'BB-' Credit Rating Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit ratings on Dean Foods Co. and Pilgrim's Pride Corp., and
'BBB-' corporate credit rating on Tyson Foods Inc. on CreditWatch
with negative implications.  S&P could affirm or lower the ratings
upon completion of its review.
     
The CreditWatch placement is the result of S&P's concerns that in
the near term these companies will be faced with even higher
commodity costs than S&P's previous expectations because heavy
rains and flooding in the Midwest damaged the crops, especially
the corn crop.
     
S&P's review will focus on the extent of the damage to crops, the
pressure this will create for further record grain prices and the
resulting effect that will have on dairy farmers, dairy cattle
supply and milk prices and the company's ability to quickly pass
these higher costs to its customers.  In addition, S&P will
discuss with management its plans to manage through these
difficult market conditions.
     
Dallas-based Dean Foods had rated debt of about $5.2 billion at
March 31, 2008.  Pittsburg, Texas-based Pilgrim's Pride had rated
debt of about $2.1 billion at March 29, 2008.  Springdale,
Arkansas-based Tyson Foods had rated debt of $3.2 billion at
March 29, 2008.


DIAMOND GLASS: Selling Almost All Assets to Belron US for $50MM
---------------------------------------------------------------
Belron US reached an agreement to acquire substantially all of the
assets of Diamond Glass Inc. for $50 million plus the assumption
of various liabilities, subject to approval by the U.S. Bankruptcy
Court and any required regulatory approvals.

Diamond filed for chapter 11 bankruptcy protection and was put up
for sale under a S363 process.

"Diamond Glass has a long and distinguished history," Tom Feeney,
president and CEO of Belron US, said.  "Our team felt the
acquisition could contribute to providing better service to our
customers and would enable us to add experienced associates to our
growing business."

Belron SA stated that the Diamond Glass acquisition is the
continuation of Belron SA's strategic plan to profitably grow in
the United States.  

"After completion of the transaction, the Belron US management
team intends to work closely with the Diamond management team to
assess the options for integrating the Diamond assets into Belron
US," Mr. Feeney added.  "Then, it will be determined how best to
move forward together."

The acquisition will give Belron US more retail locations,
increased business capacity and improved customer service.

                         About Belron US

Headquartered in Columbus, Ohio, Belron US is a multi-faceted
vehicle glass and claims management service organization.  Belron
US is a subsidiary of Belron SA.  The company is composed of three
major business operations that include vehicle glass fulfillment
services, operating under the trade names Auto Glass
Specialists(R), Elite Auto Glass(TM) and Safelite AutoGlass(R);
windshield manufacturing; and Safelite Solutions(R) which offers
fleet and insurance claims management services.  The company
employs more than 7,000 people throughout the United States and
operates in 28 countries.

                      About Diamond Glass

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and      
http://www.daimondtriumphglass.com/-- is a provider of automotive    
glass replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

The company and and its debtor-affiliate DT Subsidiary Corp.,
filed for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this cases.  
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DORMIA INC: Case Summary & 80 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dormia, Inc.
        8214 Wellmoor Court
        Jessup, MD 20794

Bankruptcy Case No.: 08-18044

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Advanced Comfort, Inc.                   08-18046
      Advanced Comfort of Ohio, Inc.           08-18047
      Advanced Comfort of New Jersey, Inc.     08-18049
      Advanced Comfort of Indiana, Inc.        08-18050

Type of Business: The Debtors manufacture beds and mattresses.
                  See http://www.dormia.com/

Chapter 11 Petition Date: June 18, 2008

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtors' Counsel: Michael J. Lichtenstein, Esq.
                  (mlichtenstein@srgpe.com)
                  Shulman Rogers Gandal Pordy & Ecker, P.A.
                  11921 Rockville Pike, Suite 300
                  Rockville, MD 20852-2743
                  Tel: (301) 230-5231
                  Fax: (301) 230-2891

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

A. A copy of Dormia, Inc.'s petition is available for free at:

            http://bankrupt.com/misc/mdb08-18044.pdf

B. A copy of Advanced Comfort, Inc.'s petition is available for
free at:

            http://bankrupt.com/misc/mdb08-18046.pdf

C. A copy of Advanced Comfort of Ohio, Inc.'s petition is
available for free at:

            http://bankrupt.com/misc/mdb08-18047.pdf

D. A copy of Advanced Comfort of New Jersey, Inc.'s petition is
available for free at:

            http://bankrupt.com/misc/mdb08-18049.pdf

E. A copy of Advanced Comfort of Indiana, Inc.'s petition is
available for free at:

            http://bankrupt.com/misc/mdb08-18050.pdf


EMPIRE LAND: U.S. Trustee Forms Three-Member Creditor Committee
---------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
for the Chapter 11 cases of Empire Land LLC and its debtor-
affiliates.

The creditors committee members are:

   1) Linda Berberian
      Vice President and Senior Counsel
      PFF Bank & Trust
      Legal Department
      9337 Milliken Avenue
      P.O. Box 2789
      Rancho Cucamonga, CA 91729-2789
      Tel: (909) 941-5422

   2) Elizabeth Chow, Controller
      Pacific Advanced Civil Engineer
      17520 Newhope Street, Suite 200
      Fountain Valley, CA 92708
      Tel: (714) 481-7300

   3) Greg MC Guff
      Regional Vice President
      Lennar Homes OF California
      391 North Main Street, Suite 300
      Corona, CA 92880
      Tel: (951) 817-3610

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

                        About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops   
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region  16 has appointed three creditors to serve on
an Official Committee of Unsecured Creditors in this cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


EMPIRE LAND: Committee Taps Landau & Berger as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Empire Land LLC
and its debtor-affiliates asks the United States Bankruptcy Court
for the Central District of California for permission to employ
Landau & Berger LLP as its general bankruptcy counsel.

Landau & Berger will provide legal advice with respect to:

   a) the duties, responsibilities and powers of the Committee in
      the cases, with respect to the Bankruptcy Code, the
      Bankruptcy Rules, the Guidelines of the Office of U.S.
      Trustee, and compliance with the Local Rules of the Court;

   b) the Debtors' propose Chapter 11 plan, the orderly wind-up
      and liquidation of their assets, and the determination of
      the allowed claims against the estate;

   c) the examination of all possible claims and causes of action  
      that may belong to the Debtors' estate with respect to, but
      not limited to, those against the Debtors' secured lenders,
      their affiliates and other third parties; and

   d) performance of such other legal services as may be required
      by the Committee.

The firm's professionals and their compensation rates are

      Professionals           Designations       Hourly Rates
      -------------           ------------       ------------
      Rodger Landau, Esq.        Partner             $450
      Michael Gottfried, Esq.    Partner             $450
      Richard Berger, Esq.       Partner             $450
      Ovsanna Takvoryan, Esq.   Associate            $375
      Unspecified               Paralegal            $150

To the best of the Committee's knowledge, the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                        About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops   
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region  16 has appointed three creditors to serve on
an Official Committee of Unsecured Creditors in this cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


ESMARK INC: Severstal Reiterates $17 per Share Takeover Offer
-------------------------------------------------------------
The board of directors of Esmark Incorporated disclosed that
OAO Severstal reiterated its interest in acquiring Esmark pursuant
to its all cash $17 per share tender offer for all outstanding
shares of Esmark common stock.

In a letter of Gregory Mason, OAO Severstal, chief operating
officer, Severstal stated that it is positioned to consummate the
acquisition of Esmark.  Mr. Mason said that the proposal has
received the support of the United Steelworkers and Esmark's
majority shareholder.

Seversal also confirmed that it is prepared to immediately replace
the Essar Steel Holdings Limited's financing to satisfy Esmark's
obligations to all credit parties, which could jeopardize Esmark's
business.

The tender offer materials may be obtained for free by contacting
the information agent for the tender offer, Mackenzie Partners
Inc. (800) 322.2885 (Toll-Free) or (212) 929-5500 (Collect).

                      About OAO Severstal

OAO Severstal (LSE: SVST; RTS: CHMF) is an international metals
and mining company with a listing on the Russian Trading System
and the London Stock Exchange.  Incorporated in 1993, the company
focuses on high value added and unique niche products and has a
successful track record of acquiring and integrating high-quality
assets in North America and Europe.  Severstal owns mining assets
in Russia, thus securing its supplies of raw materials.

                         About Esmark Inc.

Based in Wheeling, West Virginia, Esmark Inc. (NASDAQ:ESMK) --
http://www.esmark.com-- formerly Wheeling-Pittsburgh Corporation,     
is a holding company that, together with its subsidiaries and
joint ventures, produces steel and steel products using both
integrated and electric arc furnace technology.  The company's
principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation.  The company produces flat rolled steel products for
steel service centers, converters, processors, and the
construction, container and agriculture industries.  Its product
offerings focus on higher value-added finished steel products,
such as cold rolled products, fabricated products, and tin and
zinc coated products.  Higher value-added products comprised 60.8%
of the company's shipments during the year ended Dec. 31, 2006.  
In addition, it produces hot rolled steel products, which
represent the least processed of its finished goods.  In March
2008, the company completed the sale of its minority equity
interest in Wheeling-Nisshin Inc. to Nisshin Holding Inc.

                      Going Concern Doubt

On May 20, Deloitte & Touche LLP of Pittsburgh, Pennsylvania,
wrote to the Board of Directors and stockholders of Esmark
Incorporated that after auditing the company's financial
statements for the year ended December 31, 2007, it has
substantial doubt regarding the company's ability to continue as a
going concern because the company has been unable to refinance its
debt on a long-term basis.

In its 2007 Annual Report, the company disclosed that its current
revolving credit facilities are due and payable no later than
September 30, 2008.  The company's ability to refinance these
obligations will be dependent on a number of factors including the
company's ability to borrow funds from the same or alternative
lenders in a difficult lending environment, the company's ability
to forecast and generate cash flow from future operations and the
company's ability to structure alternative capital transactions
with third parties and, if necessary, obtain proceeds from the
disposition of assets.  

On April 30, 2008, the company agreed to the material terms of a
proposed tender offer and merger with Essar Steel Holdings Limited
for the purchase of all of the outstanding common stock of the
company for $17.00 per share.  The company also entered into a
binding commitment with Essar for a $110,000 term loan, the
proceeds of which were used to repay the Company's outstanding
term loan in the amount of $79 million and to provide additional
liquidity to the Company.  

This proposed tender offer is subject to a 52-day "right to bid"
period as set forth in the collective bargaining agreement with
the USW which may or may not result in a competing bid or offer
from another concern.  If the proposed merger with Essar is
terminated under certain circumstances, the company would be
required to pay Essar a "breakage fee" of $20.5 million.  On May
16, 2008, the USW publicly announced a demand that Esmark
repudiate the Essar agreements and asserted that those agreements
with Essar are in direct violation of the company's collective
bargaining agreement with the USW.

In a non-binding proposal dated May 20, 2008, OAO Severstal
(Severstal) offered to acquire all of the outstanding common stock
of the Company for $17.00 per share. Severstal also stated that
they are prepared to enter into interim liquidity substitute
financing arrangements upon entering into a mutually acceptable
definitive merger agreement. Severstal represented that they have
entered into an agreement that satisfies the successorship clause
of the company's collective bargaining agreement and that the USW
informed them that it will waive its right to bid provisions in
the collective bargaining agreement with respect to the Severstal
proposal.

   
EXPRESS ENERGY: S&P Puts 'B' Rating on Proposed $360MM Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Express Energy Services Operating, LP.  The
outlook is stable.
     
At the same time, S&P assigned a 'B+' rating and a '2' recovery
rating to Express' proposed $360 million senior secured bank
facilities, which consist of a $35 million revolving credit
facility and a $325 million first-lien term loan.  The '2'
recovery rating indicates our expectation for substantial (70% to
90%) recovery in the event of a payment default.
     
Pro forma for the pending debt issuances, S&P expect that Express
will have $337 million of adjusted total debt, consisting of a
$325 million first-lien term loan and approximately $12 million of
operating-lease adjustments.  Term loan proceeds and an equity
injection will be used to fund the $627 million purchase of the
company by Macquarie Capital Group Limited, Wachovia Capital
Partners, management and others; refinance existing debt of
$285 million; and cover estimated transaction fees and expenses.
     
"The rating on Express reflects the company's position as a small
niche oilfield service provider in a cyclical, volatile and highly
competitive industry, combined with an aggressive growth strategy,
significant working-capital needs and a fairly stringent covenant
package and significant fixed charge obligations," said Standard &
Poor's credit analyst Amy Eddy.
     
The rating also reflects good expected near-term performance given
robust industry conditions, low maintenance capital spending
needs, moderate leverage and healthy margins.


FGIC CORP: Moody's Downgrades Senior Unsecured Debt to Caa2
-----------------------------------------------------------
Moody's Investors Service has downgraded to B1, from Baa3, the
insurance financial strength ratings of the main operating
subsidiaries of FGIC Corporation, including Financial Guaranty
Insurance Company and FGIC UK Limited.  In the same rating action,
Moody's has also downgraded the senior debt ratings of the holding
company, FGIC Corporation to Caa2 from B3 and the contingent
capital securities ratings of Grand Central Capital Trusts I-IV to
B3 from B2.

The rating action concludes a review for possible downgrade that
was initiated on March 31, 2008, and reflects the company's
severely impaired financial flexibility and the company's
proximity to minimum regulatory capital requirements relative to
our estimations of expected case losses.

The rating action also considers the likelihood that FGIC's
announced restructuring plan will ultimately result in the company
retaining the higher-risk portion of the insured portfolio without
the premiums associated with its lower-risk business.  The outlook
for the rating is negative.

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of a) the rating of the guarantor or b) the published
underlying rating.  However, as FGIC's ratings are downgraded
below the investment grade level, and reflecting current rating
agency policy, Moody's will withdraw ratings on FGIC-wrapped
securities for which there is no published underlying rating.

Should the guarantor's rating subsequently move back into the
investment grade range or should the agency subsequently publish
the underlying rating, Moody's would reinstate the rating to the
wrapped instruments.

The B1 insurance financial strength rating reflects Moody's view
that FGIC has limited cushion above its regulatory capital
requirement given uncertainty surrounding future loss development
on its mortgage exposures.  FGIC has recorded approximately
$1.8 billion in cumulative statutory loss reserves, much of which
is associated with its mortgage-related exposures, primarily from
second lien mortgage backed securities and asset-backed CDOs.

FGIC's statutory surplus at 1Q2008 was $366 million, which is
approximately $300 million above the statutory minimum regulatory
requirement.  Moody's has estimated losses on FGIC's insured
portfolio of residential mortgage-backed securities that are
significantly higher than the company's reserves for these
transactions.

The rating agency added that if FGIC's capital were to fall below
the regulatory minimum, there could be material adverse effects on
the firm's financial condition.

A meaningful portion of FGIC's credit exposure was written in
Credit Default Swap form, and contains a clause that exposes the
firm to mark to market termination in the event of insolvency.  A
breach of minimum regulatory capital requirement heightens the
risk of regulatory intervention, which could trigger a market
value termination of the CDS contracts.

Moody's has re-estimated expected and stress loss projections on
FGIC's insured portfolio, focusing on the company's mortgage-
related exposures, as well as other sectors of the portfolio
potentially vulnerable to deterioration in the current
environment.

Based on Moody's revised assessment of the risks in FGIC's pro-
forma residual portfolio, estimated stress-case losses would
approximate $6.2 billion at the Aaa rating threshold.  This
compares to Moody's estimate of FGIC's total claims paying
resources of approximately $3.7 billion, a capital position more
consistent with a rating in the Ba category.

Moody's said that the downgrade of FGIC Corporation's senior
unsecured debt to Caa2 reflects the operating company's inability,
without regulatory approval, to upstream dividends to the holding
company to service debt.

According to Moody's, the negative outlook on FGIC's ratings
reflects continued uncertainty regarding losses that may arise on
the insured portfolio and attendant risks that could occur if
loses develop adversely, including the potential for regulatory
intervention.  The negative outlook also considers the uncertainty
regarding the ultimate impact of FGIC's potential restructuring
efforts on its residual portfolio.

LIST OF RATING ACTIONS

These ratings have been downgraded, with a negative outlook:

  -- Financial Guaranty Insurance Company -- insurance financial
     strength to B1 from Baa3.

  -- FGIC UK Limited -- insurance financial strength to B1 from
     Baa3;

  -- Grand Central Capital Trusts I-VI -- contingent capital
     securities to B3, from B2 and

  -- FGIC Corporation -- senior unsecured debt to Caa2 from B3.

OVERVIEW OF FGIC CORPORATION

FGIC Corporation is a holding company whose primary operating
subsidiaries, Financial Guaranty Insurance Corporation and FGIC UK
Limited, provide credit enhancement and protection products to the
public finance and structured finance markets throughout the
United States and internationally.

FGIC Corporation is privately owned by an investor group
consisting of The PMI Group, GE and private equity firms
Blackstone, Cypress and CIVC.  For the three months ended March
31, 2008, FGIC Corporation reported GAAP losses of $33.3 million.  
As of March 31, 2008, the company had shareholders' equity of
approximately $548 million.


FORD MOTOR: Cuts Truck Production as Demand Slows; Adds Small Cars
------------------------------------------------------------------
Ford Motor Company is making further reductions to its North
American truck production plan while adding more small cars,
crossovers and fuel-efficient powertrains, as the company responds
to the continued deterioration in the U.S. business environment
and the accelerated shift away from large trucks and SUVs.

"As gasoline prices average more than $4 a gallon and consumers
worry about the weak U.S. economy, we see June industry-wide auto
sales slowing further and demand for large trucks and SUVs at one
of the lowest levels in decades," Ford President and CEO Alan
Mulally, said.  "Ford has taken decisive action to respond to this
accelerating shift in customer demand away from large trucks and
SUVs to smaller cars and crossovers, and we will continue to act
swiftly moving forward."

Ford now expects U.S. industry volume in 2008 - including medium
and heavy vehicles - to be between 14.7 million and 15.2 million
units, compared with the previous assumption of 15 million to 15.4
million units.  Accordingly, in the third quarter, Ford now plans
to produce 475,000 vehicles, a reduction of 50,000 units from
previously announced plans and a decline of 25%  compared with the
2007 third quarter.  In the fourth quarter, Ford plans to produce
550,000 to 590,000 units, a reduction of 40,000 units from
previously announced plans and a decline of 8 to 14% compared with
the 2007 fourth quarter.

In parallel, Ford is adjusting the public introduction timing of
the new 2009 Ford F-150 by approximately two months due to the
industry-wide slowdown in the U.S. truck market and the need to
sell down dealer inventory of the current model. The new F-150 now
will go on sale in late fall.

"The new 2009 F-150 raises the bar yet again on capability,
quality and durability, and we know core truck customers are
eagerly awaiting its arrival," said Mark Fields, Ford's President
of The Americas. "Our plan all along has been to introduce the new
F-150 after our dealers had a chance to sell down inventory of the
existing model, and -- with the current slowdown in the
marketplace -- we decided it was prudent to adjust the start of
public sale for the new truck by about two months."

With these actions, Ford said it now is clear that 2008 pre-tax
Automotive results will be worse than 2007, cash outflows to fund
operating losses and restructuring will be greater than previous
guidance and, unless the economy improves, it will be difficult
for Ford to break even companywide on a pre-tax basis in 2009,
excluding special items. Ford North America still expects to
reduce annual operating costs by about $5 billion by the end of
2008 -- at constant volume, mix and exchange, and excluding
special items -- compared with 2005.

Ford Motor Credit Company now will incur a pre-tax loss this year
-- excluding any potential payment related to Ford's profit
maintenance agreement -- primarily due to further weakness in
large truck and SUV auction values.  Ford Credit no longer is
planning a distribution payment to Ford in 2008.

Ford said it will provide more details on changes to its overall
plan when it announces second-quarter financial results in July.  
In the meantime, Ford is taking the following production actions:

   -- Production of the 2009 F-150 now will begin in August at
      Kansas City Assembly Plant and in September at Dearborn
      Truck.  One shift will be eliminated at both Kansas City
      (from two to one) and Dearborn (from three to two).  
      Dearborn Truck will be idled most of the third quarter.

   -- Michigan Truck Plant will be idled for nine consecutive
      weeks beginning the week of June 23, in line with demand for
      the company's full-size SUVs.

   -- One shift of production will be eliminated at Louisville
      Assembly Plant for mid-size SUVs in the third quarter.

   -- The line speed will be reduced at Kentucky Truck Plant for
      large pickups in the third quarter.

   -- The line speed will be reduced at Chicago Assembly in the
      third quarter for full-size sedans.

   -- Production will wind down at Cuautitlan Assembly Plant in
      Mexico by the end of 2008.  The plant, which now produces
      large pickups, will be retooled for production of the new
      Fiesta small car for North America beginning in early 2010.

Ford also is taking these actions to increase capacity in the
third quarter:

   -- Oakville Assembly will add a third shift for production of
      the Ford Edge, Lincoln MKX and all-new 2009 Ford Flex
      crossovers.

   -- Kansas City Assembly Plant's line that produces the Ford
      Escape, Escape Hybrid and Mercury Mariner and Mariner Hybrid
      small utility vehicles will add a third shift.

   -- Wayne Assembly Plant's body and paint shops will add a third
      shift, and the line-speed will be increased for final
      assembly production of the popular Ford Focus small car.

Production at Ford's stamping, engine and transmission plants is
being adjusted in line with the changes in assembly capacity.

"We view the move to smaller, more fuel-efficient vehicles as
permanent, and we are responding to customer demand," Mulally
said.  "In the near term, we are adjusting production to the
actual demand -- increasing small cars and crossovers and reducing
large trucks and SUVs.  For the long term, we are moving fast to
introduce more small cars, crossovers and fuel-efficient
powertrains -- including more hybrids -- and we will adjust
our manufacturing facilities to match our updated product lineup."

Ford said it is uniquely positioned to build on its strength today
as a crossover vehicle leader, while leveraging its small car
expertise in Europe and bringing more of those vehicles to North
America.

In addition to hatchback and sedan versions of the European-
engineered Ford Fiesta small car that goes on sale in North
America in early 2010, Ford is announcing today that four- and
five-door versions of the next-generation European Ford Focus
small car will be produced in North America beginning in late
2010.

The new Focus will be common with Europe, South America and Asia
Pacific and represent the next generation of today's successful
European Focus.  Excellent fuel economy will be achieved through
new highly efficient direct-injection engine technology and a new
advanced six-speed transmission.

The new Focus and Fiesta -- as well as other small cars and
crossovers from Europe -- will be part of an unprecedented period
of new Ford product introductions that has only just begun in
North America.  The new Ford Flex crossover and Lincoln MKS sedan
went on sale this month, and the new F-150 goes on sale in late
fall.  New versions of the Ford Fusion, Mercury Milan and Lincoln
MKZ mid-size cars debut late this year, as do all-new hybrid
versions of the Fusion and Milan.

By the end of this year, 70% of all Ford, Lincoln and Mercury
products by volume in North America will be new or significantly
upgraded compared with the 2006 models.  By the end of 2010, 100%
of the product lineup will be new, including in 2009 the next-
generation Mustang, new fuel-saving EcoBoost engines and new
European Transit Connect.

"We remain absolutely committed to accelerating the development of
the new products that customers want and value," Mr. Mulally said.  
"We sell some of the best smaller cars and utility vehicles in the
world in our profitable European and South American operations,
and our plan is to introduce these same vehicles in North America
as quickly as possible.  This is an integral part of our plan to
leverage our global assets and achieve our goal of profitable
growth."

                     About Ford Motor Company

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


GCI INC: S&P Revises Outlook to Negative on Weak Credit Measures
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Anchorage, Alaska-based GCI Inc. to negative from stable.  At the
same time, S&P affirmed all ratings on the company, including the
'BB-' corporate credit rating.
     
"The outlook revision reflects credit measures that are weak for
the 'BB-' rating following the company's announcement that it will
lease transponder capacity from Intelsat," said Standard & Poor's
credit analyst Allyn Arden.  The deal results in a capital lease
obligation totaling about $98 million.  As such, leverage will
increase to about 5.2x from around 4.5x prior to the transaction.  
"This depletes the company's financial cushion at the current
rating, which could shrink if leverage rises even further," added
Mr. Arden.  Total debt outstanding is about $703 million.


GEMINI AIR: ALPA Says Furloughs Violate Employees' Contract
-----------------------------------------------------------
The Gemini Air Cargo Inc. pilots, represented by the Air Line
Pilots Association Int'l., expressed their worry on reports that
75 crew members were terminated or furloughed after the bankruptcy
of the company.

In a statement, Capt. Bill Atchison, chairman of the Gemini unit
of ALPA, related that the furloughs were done in direct violation
of Section 23 of their current contract and they will take
necessary steps to protect the rights of those pilots affected.

Capt. Atchison related that ALPA is scheduled to open Section 6
contract negotiations in March 2009, and ALPA will move forward
with the development of a strategic plan to support those
negotiations.

ALPA represents 225 crew members at Gemini Air Cargo.

                       About Gemini Air

Headquartered in Dulles Virginia, Gemini Air Cargo, Inc. --
http://www.geminiaircargo.com/-- provides airfreight services.   
It operates cargo schedules and charters on a wet-lease basis.

The Debtor and its debtor-affiliates filed for Chapter 22
protection on June 18, 2008, (Bankruptcy S.D. Fla. Case No.: 08-
18175 to 08-18179) Paul Steven Singerman, Esq. at Berger Singerman
P.A. represents the Debtors in their restructuring efforts.  The
Debtor's financial condition as of the petition date showed
estimated assets and debts of $100 million to $500 million.

The Debtor and its debtor-affiliate first filed for chapter 11
protection on March 15, 2006, (Bankr. S.D. Florida Case Nos. 06-
10870 and 06-10872).  Kourtney P. Lyda, Esq., at Haynes and Boone,
LLP, represents the Debtor.  The Debtors emerged from bankruptcy
five months later.


GENERAL MOTORS: 17,398 U.S. Hourly Workers Avail Attrition Plan
---------------------------------------------------------------
The special attrition plan for General Motors Corp. U.S. hourly
employees recently closed.  According to the Special Attrition
Plan Summary, a total of 17,398 U.S. hourly workers have taken
advantage of GM's attrition plan.  GM's Pontiac Assembly Plant has
the most number of workers availing the program at 1,055, followed
by workers at GM's Flint Assembly Plant at 880.

As disclosed in the Troubled Company Reporter on May 30, 2008,
most of the employees participating in the program will leave the
company no later than July 1, 2008.  GM would 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.

A full-text copy of the Special Attrition Plan Summary is
available for free at http://bankrupt.com/misc/attrition.pdf

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 related in the Troubled Company Reporter on June 5, 2008,
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (B/Negative/B-3) are not immediately affected
by the company's announcement that it will cease production at
four North American truck plants over the next two years.  These
closures are in response to the re-energized shift in consumer
demand away from light trucks.  GM previously said only one shift
was being eliminated at each of the four truck plants.  Production
is being increased at plants producing small and midsize cars, but
the cash contribution margin from these smaller vehicles is far
less than that of light trucks.


GLOBAL ROAMING: Posts $78,889 Net Loss in 2008 First Quarter
------------------------------------------------------------
Global Roaming Distribution Inc. reported a net loss of $78,889
for the first quarter ended March 31, 2008, compared with a net
loss of $1,271 in the same period last year.  The company reported
zero revenues in both periods.

At March 31, 2008, the company's consolidated balance sheet showed
$3,369,425 in total assets, $242,627 in total liabilities, and
$3,126,798 in total shareholders' 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?2e5a

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Global Roaming Distribution
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 company has incurred losses since its inception, and
consequently it is uncertain when the company will consistently
generate sufficient revenues to fund its operational costs.  

                       About Global Roaming

Based in Miami, Florida, Global Roaming Distribution Inc. (OTC BB:
GRDB) -- http://www.grdb.com/-- operates as a marketing entity  
for the promotion, sale and distribution of telecommunications
equipment, and is also an online provider of SIM technology.  The
company also powers CelTrek, a mobile phone system which offers
one SIM card for 165 countries with a single local U.S. phone
number.  

According to the company, CelTrek is the first U.S.-based
international SIM card company providing a local U.S. or French
phone number.


HEXION SPECIALTY: S&P Keeps 'B' Rating Under Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. (BB-/Watch Neg/--) and
Columbus, Ohio-based Hexion Specialty Chemicals Inc.
(B/Watch Neg/--) remain on CreditWatch with negative implications,
where they were placed on July 5, 2007.  The initial placement
followed the announcement of Hexion's proposed debt-financed
acquisition of Huntsman Corp. in a transaction valued at more than
$10 billion, including assumed debt.
     
The CreditWatch update follows Hexion's filing of a Form 8-K with
the SEC and press release indicating that the transaction, which
was expected to close this year, is no longer viable based on the
proposed highly leveraged capital structure of the combined
company.  Hexion cites a number of factors supporting this
conclusion, including Huntsman's increased net debt and lower than
expected earnings, and Hexion's belief that the lenders will not
provide the committed financing required to complete the
transaction as proposed.  Huntsman issued a statement indicating
that it will seek to enforce its rights under the merger agreement
and to consummate the deal on the agreed terms.
     
"The ongoing CreditWatch indicates that the ratings of both
companies remain at risk for downgrades, with or without
completing the pending transaction," said Standard & Poor's credit
analyst Kyle Loughlin.  "The CreditWatch will remain in place
until there is further clarity on the prospects for completion of
a transaction and after we have conducted a full reassessment of
the standalone credit quality of each company."
     
Both companies' financial results have weakened since the time
when the transaction was announced, which is consistent with
general trends in the chemicals sector that has been plagued by
weaker economic conditions and escalating raw material costs.
     
As indicated in S&P's initial comments on the transaction, the
proposed acquisition was expected to be very large relative to
Hexion's existing operations, and would have resulted in a highly
aggressive capital structure for a cyclical company, more than
offsetting the expected benefits to the business profile.  The
transaction would result in a global and highly diversified
chemicals producer with over $16 billion in annual revenue,
compared with Hexion's current revenue of about $6 billion.  If
completed, the transaction would clearly improve Hexion's business
profile given the stronger product mix, better diversification,
and less dependency on Hexion's core resins product.
     
However, S&P also noted that Hexion was already highly leveraged
at the time of the announcement, with total debt to EBITDA above
5x, and that a debt-financed transaction would further stretch the
financial profile, even beyond a level appropriate for Hexion's
existing 'B' corporate credit rating.  Hexion's financial profile
now reflects debt to EBITDA of over 7x, after adjustments
including tax-adjusted unfunded employee benefit obligations, and
the capitalized present value of operating leases.  Similarly,
Huntsman's financial profile has deteriorated with negative
operating trends in its textile effects and pigments segments.

A confluence of weak volumes and substantially higher raw material
costs has compressed the company's margins in certain products.  
Accordingly, Huntsman's financial profile is somewhat weak for its
'BB-' corporate credit rating and remains at risk for a modest
downgrade, with last-12-months debt to EBITDA of above 5.0x,
including adjustments to reported debt.
     
S&P will resolve the CreditWatch listings after meeting with the
management teams to evaluate future strategic plans, business
prospects, and financial policies, and the potential that a
transaction could still be completed.


HUNTSMAN CORP: S&P Retains 'BB-' Rating Under Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. (BB-/Watch Neg/--) and
Columbus, Ohio-based Hexion Specialty Chemicals Inc.
(B/Watch Neg/--) remain on CreditWatch with negative implications,
where they were placed on July 5, 2007.  The initial placement
followed the announcement of Hexion's proposed debt-financed
acquisition of Huntsman Corp. in a transaction valued at more than
$10 billion, including assumed debt.
     
The CreditWatch update follows Hexion's filing of a Form 8-K with
the SEC and press release indicating that the transaction, which
was expected to close this year, is no longer viable based on the
proposed highly leveraged capital structure of the combined
company.  Hexion cites a number of factors supporting this
conclusion, including Huntsman's increased net debt and lower than
expected earnings, and Hexion's belief that the lenders will not
provide the committed financing required to complete the
transaction as proposed.  Huntsman issued a statement indicating
that it will seek to enforce its rights under the merger agreement
and to consummate the deal on the agreed terms.
     
"The ongoing CreditWatch indicates that the ratings of both
companies remain at risk for downgrades, with or without
completing the pending transaction," said Standard & Poor's credit
analyst Kyle Loughlin.  "The CreditWatch will remain in place
until there is further clarity on the prospects for completion of
a transaction and after we have conducted a full reassessment of
the standalone credit quality of each company."
     
Both companies' financial results have weakened since the time
when the transaction was announced, which is consistent with
general trends in the chemicals sector that has been plagued by
weaker economic conditions and escalating raw material costs.
     
As indicated in S&P's initial comments on the transaction, the
proposed acquisition was expected to be very large relative to
Hexion's existing operations, and would have resulted in a highly
aggressive capital structure for a cyclical company, more than
offsetting the expected benefits to the business profile.  The
transaction would result in a global and highly diversified
chemicals producer with over $16 billion in annual revenue,
compared with Hexion's current revenue of about $6 billion.  If
completed, the transaction would clearly improve Hexion's business
profile given the stronger product mix, better diversification,
and less dependency on Hexion's core resins product.
     
However, S&P also noted that Hexion was already highly leveraged
at the time of the announcement, with total debt to EBITDA above
5x, and that a debt-financed transaction would further stretch the
financial profile, even beyond a level appropriate for Hexion's
existing 'B' corporate credit rating.  Hexion's financial profile
now reflects debt to EBITDA of over 7x, after adjustments
including tax-adjusted unfunded employee benefit obligations, and
the capitalized present value of operating leases.  Similarly,
Huntsman's financial profile has deteriorated with negative
operating trends in its textile effects and pigments segments.

A confluence of weak volumes and substantially higher raw material
costs has compressed the company's margins in certain products.  
Accordingly, Huntsman's financial profile is somewhat weak for its
'BB-' corporate credit rating and remains at risk for a modest
downgrade, with last-12-months debt to EBITDA of above 5.0x,
including adjustments to reported debt.
     
S&P will resolve the CreditWatch listings after meeting with the
management teams to evaluate future strategic plans, business
prospects, and financial policies, and the potential that a
transaction could still be completed.


INTERSTATE BAKERIES: Seeks to Sell 3 Real Properties in California
------------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates have
considered certain factors to determine whether to retain
ownership, or dispose of, certain properties, as part of their
efforts to maximize the value of their businesses.

In light of their continuous evaluation of their leased and owned
real properties, the Debtors seek authority from the U.S.
Bankruptcy Court for the Western District of Missouri to sell
their interest in three real properties to proposed purchasers
pursuant to proposed sale agreements, or otherwise to the best
bid received in accordance with proposed bidding procedures.

The Properties are:

                                                     Proposed
  Property Address           Proposed Purchaser   Purchase Price
  ----------------           ------------------   --------------
  5301 East Olympic Avenue   Jacob Shadpour and     $1,000,000
  Los Angeles, California    Efraim Youavian

  17201 South Figueroa St.   S. J. Jasaitis and      1,900,000
  Gardena, California        Ed Whittemore

  2605 East 67th Street      S. J. Jasaitis and        950,000
  Long Beach, California     Ed Whittemore

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the Los Angeles Properties were
formerly used by the Debtors as a thrift stores and depots.   
Selling the Properties to successful bidders will allow the
Debtors to continue to wind down operations on the Properties, he
says.

The Debtors utilized the services of Alvarez & Marsal Real Estate
Advisory Services, LLC, in the marketing and sale of the
Properties.

The Sales of the Properties will include all of the Debtors'
right, title and interest in the Properties, Mr. Ivester notes.

The Debtors will continue to seek and solicit bids which are
higher or otherwise better than the offer submitted by the
Proposed Purchasers, Mr. Ivester adds.

Full-text copies of the Proposed Sale Agreements relating to each
Property are available for free at:

http://bankrupt.com/misc/IBC_LAPropertyProposedSale.pdf
http://bankrupt.com/misc/IBC_GardenaProposedSaleAgreement.pdf
http://bankrupt.com/misc/IBC_LongBeachProposedSaleAgreement.pdf

                       Bidding Procedures

The Debtors will utilize procedures in connection with the sale
of the Properties, by which the Debtors will, among other things:

   -- determine qualified bidders for the Properties;
   -- conduct Property investigations with the Qualified Bidders;
   -- receive offers from Qualified Bidders; and
   -- negotiate any offer made.

A Qualified Bidder is a Potential Bidder who demonstrates the
financial capability to consummate the Sale, and whom the Debtors
determine is likely to submit a bona fide offer, Mr. Ivester
clarifies.

If at least one Qualified Bid is received, the Debtors may choose
to conduct Auction for the Property, where Qualified Bidders
will be permitted to increase their bids.  Upon the conclusion of
the Auction, the Debtors and the Notice Parties will review
Qualified Bids and identify the highest or otherwise best offer.

The key dates with respect to the proposed Sale are:

     July 8, 2008 -- Bid Deadline and Sale Objections Deadline
    July 11, 2008 -- Auction Date
    July 14, 2008 -- Filing of auction results with the Court
                     and Auction Objections Deadline
    July 16, 2008 -- Sale Hearing

The minimum bids during the Auction will be capped at:

   * Gardena Property      --  $2,000,000
   * Los Angeles Property  --   1,100,000
   * Long Beach Property   --   1,025,000

The Debtors have agreed to provide the Proposed Purchasers (i) a
break-up fee equal to 2.0% of the Purchase Price, as bid
protection to induce them to make the first Qualified Bid; and
(ii) reasonable and documented expense reimbursements.

With respect to the Los Angeles Property, the Debtors provided
Messrs. Shadpour and Youavian a break-up fee equal to $20,000,
and a reimbursement of up to $15,000.  Messrs. Jassaitis and
Whittemore received break up fees of $38,000 and $19,000; and
expense reimbursements of up to 20,000 and 10,000 for the Gardena
and Long Beach Properties.

Pursuant to Rules 2002(l) and 2002(d) of the Federal Rules of
Bankruptcy Procedure, the Debtors will publish notices and
advertisements of the Sale in the Los Angeles Times and The Wall
Street Journal Western Edition prior to the Bid Deadline.

Mr. Ivester asserts that each lien, claim or encumbrance
attached to the Properties satisfies a requirement under Section
363(f) of the Bankruptcy Code, and will be adequately protected
by attachment to the net proceeds of the Proposed Sale.

Accordingly, the Properties will be transferred to the Successful
Bidders free and clear of all liens, claims and encumbrances, Mr.
Ivester says.

Mr. Ivester submits that any agreement reached with the
Successful Bidder for the Properties is entitled to the
protections of good-faith bidders pursuant to Section 363(m) of
the Bankruptcy Code.

Full-text copies of the Proposed Bidding Procedures are available
at no charge at:

http://bankrupt.com/misc/IBC_LAPropertyProposedBiddingProcess.pdf
http://bankrupt.com/misc/IBC_GardenaProposedBiddingProcess.pdf
http://bankrupt.com/misc/IBC_LongBeachProposedBiddingProcess.pdf

Executive summaries of the Sale Process for each Property are
available at no charge at:

  http://bankrupt.com/misc/IBC_LAPropertySaleProcessSummary.pdf
  http://bankrupt.com/misc/IBC_GardenaSaleProcessSummary.pdf
  http://bankrupt.com/misc/IBC_LongBeachSaleProcessSummary.pdf

                             About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 100; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/OR  
215/945-7000).  


IMPERIAL INDUSTRIES: Douglas Kintzinger Joins Board of Directors
----------------------------------------------------------------
Douglas P. Kintzinger was elected a Director of Imperial
Industries, Inc. at an Annual Meeting of Stockholders held on June
9, 2008.

Mr. Kintzinger currently serves as Executive Vice President and
Chief Financial Officer of Jeld-Wen Holdings, Inc., a manufacturer
and distributor of doors, windows and related building materials
products.  In addition, he serves as Chairman of the Board of
South Valley State Bank, a state bank, and as a Director of Jeld-
Wen Tradition Foundation, a charitable foundation, Oregon Tech
Foundation, a non-profit fund raising arm of Oregon Institute of
Technology, Brooks Resources Corporation, a real estate
development company and Hampton Affiliates, a manufacturer of
lumber products.

"We are excited about Mr. Kintzinger joining the Board of
Directors of our Company and adding his professional guidance and
expertise, particularly in all the various financial aspects of
our business," S. Daniel Ponce, Imperial's Chairman of the board
stated.

                     About Imperial Industries

Based in Pompano Beach, Florida, Imperial Industries, Inc.
(Nasdaq: IPII) -- http://www.imperialindustries.com/ -- is a  
building products company.  The company sells products throughout
the Southeastern United States with facilities in the States of
Florida, Georgia, Mississippi, Alabama and Louisiana.  

                        Going Concern Doubt

Grant Thornton LLP, in Fort Lauderdale, Florida, expressed
substantial doubt about Imperial Industries 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 industry in which the company is operating has been impacted
by a number of adverse factors over the past 24 months.  As a
result, the company has incurred losses for the three months ended
March 31, 2008, and the year ended Dec. 31, 2007.


INTERACTIVE MOTORSPORTS: Balance Sheet Upside-Down by $4.7MM
------------------------------------------------------------
Interactive Motorsports and Entertainment Corp.'s consolidated
balance sheet at March 31, 2008, showed $1,395,005 in total assets
and $6,147,778 in total liabilities, resulting in a $4,752,773
total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $588,406 in total current assets
available to pay $4,808,199 in total current liabilities.

The company reported a net loss of $184,642 on total revenues of
$829,992 for the first quarter ended March 31, 2008, compared with
a net loss of $88,914 on total revenues of $1,421,156 in the same
period last year.

The decrease in revenues was the result of decreased store sales
(Universal CityWalk store closed in January of 2008) and simulator
sales in the three month period ending March 31, 2008.

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?2e51

                       Going Concern Doubt

HJ & Associates, LLC, in Salt Lake City, expressed substantial
doubt about Interactive Motorsports and Entertainment Corp.'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 reported the company has a working capital
deficit as well as a deficit in stockholders' equity.

                  About Interactive Motorsports

Based in Indianapolis, Indiana, Interactive Motorsports and
Entertainment Corp (OTC BB: IMTS) -- http://www.SMSonline.com/--  
through its wholly owned subsidiary, Perfect Line Inc., is in the
business of manufacturing and then selling, revenue sharing or
leasing race car simulators to contracted parties in malls,
amusement parks, family entertainment centers, casinos and auto
malls.  


JPMORGAN CHASE COMMERCIAL: S&P Junks Ratings on 3 Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of commercial mortgage pass-through certificates from
JPMorgan Chase Commercial Mortgage Securities Corp.'s series
2005-LDP3.  Concurrently, S&P affirmed its ratings on 16 other
classes from this series.
     
The downgrades reflect credit deterioration of the pool,
specifically, 16 loans that have reported a debt service coverage
below 1.0x.  In addition, there are three loans in their interest-
only periods that will have a DSC of less than 1.0x when their
amortization period begins in 24 months.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the June 16, 2008, remittance report, the collateral pool
consisted of 232 loans with an aggregate trust balance of
$1.983 billion, compared with the same amount of loans totaling
$2.023 billion at issuance.  The master servicer, Capmark Finance
Inc., reported financial information for 99% of the pool.  Eighty-
seven percent of the servicer-provided information was full-year
2007 data.  There are 16 loans in the pool, totaling
$108.1 million (6%), that have reported DSCs lower than 1.0x.  The
loans are secured by a variety of property types, with an average
balance of $6.8 million and an average decline in DSC of 50% since
issuance. Standard & Poor's calculated a weighted average DSC for
the entire pool of 1.72x, up from 1.64x at issuance.  To date, the
trust has not experienced any losses.
     
Capmark reported a watchlist of 41 loans ($185.7 million, 9%).  
The Brownstone Apartments ($35.4 million, 2%) is the 11th-largest
loan in the pool and the largest loan on the watchlist.  The loan
is secured by a 260-unit multifamily property in Novi, Michigan.  
The loan appears on the watchlist because the property reported a
year-end 2007 DSC of 0.79x and 83% occupancy.  The remaining loans
are on the watchlist primarily because of low occupancy or
declines in DSC since issuance.
     
The top 10 loans have an aggregate outstanding balance of
$681.0 million (34%) and a weighted average DSC of 1.88x, up from
1.78x at issuance.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures.  Two properties were
characterized as "excellent," while the remaining properties were
characterized as "good."
     
The credit characteristics of the Loews Universal Hotel Portfolio
and the Four Seasons Boston are consistent with those of an
investment-grade obligation. Details of the loans are as:

     -- The Loews Universal Hotel Portfolio, the second-largest
        exposure in the pool, has a trust balance of
        $100.0 million (3%) and a whole-loan balance of
        $450.0 million.  The whole loan consists of five pari
        passu senior participations totaling $400.0 million and
        two pari passu junior participations totaling
        $50.0 million, which are both securitized.  The loan is
        collateralized by three full-service resort properties
        totaling 2,400 rooms, located near Universal Studios in
        Orlando, Florida.  For the year ended Dec. 31, 2007, DSC
        was 3.20x and the portfolio's weighted average daily rate
        was $222, up from $202 at issuance.  Standard & Poor's
        adjusted net cash flow for this loan is comparable to its
        level at issuance.

     -- The Four Seasons Boston is the third-largest loan in the
        pool, with a balance of $80.0 million (4%).  The loan is
        collateralized by a 273-room full-service hotel in Boston.   
        For the year ended Dec. 31, 2007, DSC was 2.73x and the
        average daily rate was $458, up from $402 at issuance.  
        Standard & Poor's adjusted value for this loan is up 27%
        from its level at issuance.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the lowered and
affirmed ratings.

                         Ratings Lowered

        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-LDP3

                       Rating
                       ------
            Class    To      From    Credit enhancement
            -----    --      ----    ------------------
            H        BB+     BBB-           3.44%
            J        BB      BB+            2.93%
            K        B+      BB             2.42%
            L        B-      BB-            2.04%
            M        CCC+    B+             1.91%
            N        CCC     B              1.53%
            O        CCC     B-             1.27%

                         Ratings Affirmed
     
        JPMorgan Chase Commercial Mortgage Securities Corp.
  Commercial mortgage pass-through certificates series 2005-LDP3
   
                Class    Rating   Credit enhancement
                -----    ------   ------------------
                A-1      AAA            20.40%
                A-2      AAA            20.40%
                A-3      AAA            20.40%
                A-4A     AAA            20.40%
                A-4B     AAA            20.40%
                A-SB     AAA            20.40%
                A-1A     AAA            30.35%
                A-J      AAA            12.75%
                B        AA             10.84%
                C        AA-             9.94%
                D        A               8.03%
                E        A-              7.14%
                F        BBB+            5.74%
                G        BBB             4.72%
                X-1      AAA              N/A
                X-2      AAA              N/A


                      N/A -- Not applicable.


LA VERNE CITY: S&P Chips 'BBB-' Rating on $46.3MM Debt to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BBB-' on the City of La Verne, California's $46.3 million of
debt, issued for Brethren Hillcrest Homes.  The outlook is
negative.
     
"The rating action is based on an operating profile that has been
affected by construction delays, significant cost overruns, and
related vacancy issues, all of which have led to very poor
liquidity," said Standard & Poor's credit analyst Keith Dickinson.  
"While legal disputes arising from the construction project appear
to be heading toward a positive resolution, construction delays
and affiliation considerations have affected Hillcrest's plans to
refinance debt and obtain cash for reimbursement of certain
capital expenditures totaling approximately $4.5 million."
     
Hillcrest's operating performance dropped to a loss of $108,000 in
fiscal 2007 from an operating gain of $983,000 in fiscal 2006.  
Fiscal 2007 saw increases in interest expense, depreciation
expense, and other items, which resulted in an increase in total
operating expenses of almost 21% over fiscal 2006.  Meanwhile,
total revenues for fiscal 2007 increased by 12%.  The interim
period (ended March 31, 2008) reflects total operating revenues of
$13.6 million versus total operating expenses of $12.9 million, a
net gain of $738,000.  Maximum annual debt service, adjusted, was
improved for fiscal 2007 at 2.1x versus fiscal 2006's 1.3x.  

At the interim period MADS is 1.5x.  Cash and unrestricted
investments stands at $2.3 million, or 64 days, as of March 31,
2008, including the $1.5 million draw on a short-term line of
credit.  The use of cash to complete the construction project and
support the sizeable time delays has diminished the balance
sheet's ability to support debt service in the face of
unanticipated problems.  Cash to debt has dropped to just 5.2% as
of the interim period.  

While the planned bond issue later in 2008 includes the
reimbursement of $4.5 million of expended funds, pro forma cash to
debt will still be just 12%, consistent with a speculative-grade
rating.  With the issuance of approximately $11.5 million of new
money, debt will rise to $57 million and produce an adjusted
leverage ratio of approximately 68%.
     
Hillcrest operates a continuing-care retirement facility that was
established in 1947 and was the first in California to be
accredited by the Continuing Care Accreditation Commission.  The
campus is located on 53 acres in La Verne, approximately 30 miles
east of Los Angeles.


LEAP WIRELESS: S&P Rates Proposed $200MM Convertible Notes 'CCC'
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'CCC' rating to
Leap Wireless International Inc.'s proposed $200 million of
convertible senior notes due 2014, with a '6' recovery rating,
indicating the expectation for negligible (0%-10%) recovery in the
event of a payment default.  At the same time, S&P assigned a 'B-'
rating to funding unit Cricket Communications Inc.'s proposed
$200 million of senior notes due 2015 with a '4' recovery rating,
indicating the expectation for average (30%-50%) in the event of a
payment default.  These are being issued under Rule 144A with
registration rights.  S&P also affirmed San Diego-based Leap's
existing ratings, including its 'B-' corporate credit rating.  The
outlook is stable.
     
Proceeds from the new note issues will be used for working capital
and other general corporate purposes, including the buildout of
new markets, expansion of the company's footprint in its existing
markets, and the development of its broadband initiative.
     
"While this funding will increase the company's leverage from
about 5.7x on an last-12-month basis as of March 31, 2008, to the
7x area," said Standard & Poor's credit analyst Catherine
Cosentino, "we have already taken this leverage degradation into
account for the rating given our expectations that the company
would need to raise more debt to fund new market buildouts."


LINENS N THINGS: SEC. 341(a) Meeting Adjourned to Unknown Date
--------------------------------------------------------------
Creditors of Linens 'n Things and its debtor-affiliates held their
first meeting on June 10, 2008, at 11:00 a.m., in Room 2112 of the
U.S. Federal Bldg., at 844 King Street, in Wilmington, Delaware,  
as set by Roberta A. DeAngelis, acting U.S. Trustee for Region 3.

The meeting of creditors is required under Section 341(a) of the
Bankruptcy Code.  Creditors are allowed to question a responsible
officer of the Debtors under oath about the company's financial
affairs and operations at the meeting.

Francis M. Rowan, the Debtors' senior vice president and chief
financial officer, attended the meeting together with counsel,
Jason M. Madron, Esq., at Richards, Layton, & Finger, P.A., in
Wilmington, Delaware.

Patrick J. Reilley, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Wilmington, Delaware, was also in attendance on
the Official Committee of Unsecured Creditors' behalf.

According to the meeting's minute sheet, quarterly fees were
explained to the creditors.  William K. Harrington, Esq., trial
attorney for the Office of the U.S. Trustee, prepared the minutes
of the meeting.

The minute sheet also notes that the Debtors have filed their
interim reports, and that schedules of assets and liabilities,
and statements of financial affairs have not been filed.  As
previously reported, Judge Christopher Sontchi extended the time
within which the Debtors must file their schedules to July 16,
2008.

The meeting of creditors was not concluded, and will continue at
a later date that is yet to be determined.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MEDIANEWS GROUP: High Cash Flow Decline Cues S&P to Junk Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MediaNews Group Inc. to 'CCC' from 'B-'.  The rating,
along with all other issue-level ratings on MediaNews' debt, was
removed from CreditWatch, where it was placed with negative
implications Feb. 28, 2008.  The rating outlook is negative.
     
S&P also lowered its issue-level rating on MediaNews Group Inc.'s
senior secured credit facilities to 'CCC+' from 'B-'.  A recovery
rating of '2' was assigned to these loans, indicating that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default.
     
At the same time, S&P lowered its issue-level rating on MediaNews'
subordinated debt to 'CC' from 'CCC'.  A recovery rating of '6'
was assigned to these securities, indicating that lenders can
expect negligible (0% to 10%) recovery in the event of a payment
default.
     
"The downgrade of the corporate credit rating to 'CCC' reflects
our expectation for a meaningful year-over-year increase in the
rate of cash flow decline in 2008," said Standard & Poor's credit
analyst Emile Courtney.  "In addition, the company may not be able
to avoid violating covenants in the company's bank facility over
the near-to-intermediate term without recurring liquidity-
enhancing transactions with its business partners."
     
While S&P had previously stated on several occasions that S&P
believed MediaNews' liquidity position could potentially be
enhanced by transactions with partners of solid credit quality,
S&P now expect that the company intends to manage its liquidity
position by pursuing a series of incremental support transactions.  
Even though this may reduce the likelihood of a near-term covenant
violation, it is unclear whether business partners will continue
to support MediaNews if the operating environment continues to
deteriorate.  Moreover, S&P believe that the company is unlikely
to maintain its current capital structure over the long term.  At
the current rate of cash flow decline, it appears increasingly
likely that MediaNews will pursue a restructuring of some kind
over the intermediate term.
     
In April 2008, MediaNews amended bond indentures to end its
obligation to publicly file its financial statements.  S&P do not
anticipate that the company will publicly announce future
liquidity enhancement actions, nor is it likely to announce cash
flow trends; however, we would incorporate any such developments
into the ratings if they happen.


MONEYGRAM INT'L: Philip W. Milne Resigns as CEO and President
-------------------------------------------------------------
MoneyGram International Inc. disclosed that Philip W. Milne has
stepped down from his position as chairman, president & chief
executive officer effective immediately.  Mr. Milne has also
stepped down as a member of the board of directors.

In a regulatory filing with the Securities and Exchange
Commission, MGI disclosed that it and Mr. Milne entered into a
Separation Agreement and Release of all Claims.

Under the Separation Agreement, Mr. Milne will receive the
severance benefits of:

   (i) $2,054,167 as salary severance;
  (ii) $3,277,600 as bonus severance under the MoneyGram
       International Inc.  Management and Line of Business
       Incentive Plan, as amended and restated March 24, 2008;    
(iii) $4,176,050 as bonus severance under the MoneyGram
       International Inc.  Performance Unit Incentive Plan, as
       amended and restated May 9, 2007;
  (iv) an increase in the special retirement benefits under the
       MoneyGram Supplemental Pension Plan approximating the
       incremental amount of the retirement benefits that would
       have been payable to Mr. Milne under the SERP if Mr.
       Milne's employment had continued through March 24, 2011,
       payable over 10 years commencing in 2014 when Mr. Milne
       first attains retirement age;
   (v) a payment in the amount of $205,000 in lieu of vacation pay
       and certain perquisites; and
  (vi) certain other benefits including continuation of life,
       medical and dental insurance for a period of three years,
       and outplacement benefits.

In general, cash payments, other than those with respect to the
SERP, will be made in January 2009.  

The company's board of directors has designated a search committee
and is in the process of retaining an executive search firm to
lead the process of identifying a new CEO.  

In the interim, Anthony Ryan will oversee day-to-day operations of
the company.  Mr. Ryan, who joined MoneyGram in 1995, is executive
vice president and chief operating officer of the company.

"We want to thank [Mr. Milne] for his 17 years of service to
MoneyGram," Mr. Ryan said.  "We are pleased with our operating
performance in 2008 as global money transfer volumes grew 22% in
the first quarter, our agent network continues to expand and, as
we have previously communicated, we continue to work diligently to
reposition our official check business.  With the recapitalization
successfully completed, we are on firm footing to pursue our
global growth opportunities."

                   About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. -- http://www.moneygram.com/-- (NYSE: MGI) is a payment      
services company.  The company's major products and services
include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram had approximately 143,000 money transfer
agent locations in 170 countries and territories.

                          *      *     *

As reported in the Troubled Company Reporter on April 22, 2008,
Moody's Investors Service confirmed MoneyGram International's B1
corporate family rating with a negative rating outlook.  This
rating confirmation concludes the review for further possible
downgrade initiated on Oct. 18, 2007, which was prompted by the
company's statement that it had experienced losses to its
investment portfolio as a result of the illiquidity in the market
for subprime asset backed securities and CDO's.


MULCH MAN: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Mulch Man, Inc.
        16 Crozerville Road
        Aston, PA 19014

Bankruptcy Case No.: 08-13942

Type of Business: The Debtor provides landscaping and soil control
                  services.  See http://www.mulchman.co.nz

Chapter 11 Petition Date: June 19, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Paul Brinton Maschmeyer, Esq.
                  Email: pmaschmeyer@cmklaw.com
                  Robert W. Seitzer, Esq.
                  Email: rseitzer@cmklaw.com
                  Maschmeyer Karalis P.C.
                  1900 Spruce St.
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 million to $10 million

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


NATURALLY ADVANCED: Posts $549,935 Net Loss in 2008 First Quarter
-----------------------------------------------------------------
Naturally Advanced Technologies Inc. reported a net loss of
$549,935 on sales of $953,659 for the first quarter ended
March 31, 2008, compared with a net loss of $159,722 on sales of
$616,061 in the same period last year.

The increase in net loss was due to increased costs related to  
the development and commercialization of the CRAILAR(R)   
technology platform, an increase in stock based compensation and
an increase in overhead costs.

At March 31, 2008, the company's consolidated balance sheet showed
$2,123,205 in total assets, $1,524,259 in total liabilities, and
$598,946 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?2e5d

                       Going Concern Doubt

Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada,
expressed substantial doubt about Naturally Advanced Technologies  
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 reported that the
company has incurred losses in developing its business
and further losses are anticipated.  In addition, the company  
requires additional funds to meet its obligations and the costs of
its operations.      

                     About Naturally Advanced

Based in Vancouver, Canada, Naturally Advanced Technologies Inc.
(OTC BB: NADVF) -- http://www.naturallyadvanced.com/-- is a  
Cleantech company focused on providing environmentally-friendly
textile, composite, biomass and pulping solutions through the cost
effective processing of industrial Hemp, and other bast fiber
crops.  

This proprietary fiber processing platform, called CRAILAR(R), has
been developed in conjunction with the National Research Council
of Canada and the Alberta Research Council, with the company
owning the exclusive global licensing rights for this technology.
The CRAILAR(R) process and resulting products and by-products are
expected to have applications in textile, composite material,
energy and pulp and paper markets.
The company is also a provider of sustainable, environmentally
friendly fibers and fabrics through its apparel division
HTnaturals Apparel Corp.



NUTRITIONAL SOURCING: Wants Exclusive Plan Filing Moved on Aug. 15
------------------------------------------------------------------
Nutritional Sourcing Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until Aug. 15, 2008, and

   b) solicit acceptances of that plan until Dec. 6, 2008.

The Debtors' exclusive period to file a Chapter 11 plan will
expire on July 7, 2008.

The Debtors say that the requested extension of time will allow
them to file a consensual Chapter 11 plan of liquidation and, to
the extent possible, complete the sale of their largest remaining
assets, Blockbuster Inc. franchise and its attendant real property
leases.

To recall, the Debtors have completed the sale of substantially
all their Pueblo's De Diego Assets to Supermercados Maximo Inc.
for $29,500,000.  The sale is expected to close within this month.

The Debtors tell the Court that they provided on Feb. 5, 2008, to
the Official Committee of Unsecured Creditors an initial draft of
the plan, as amended on May 7, 2008.  The Committee notified the
Debtors that it needs more time to evaluate the Debtors' amended
plan term sheet.

A hearing is set for July 1, 2008,at 2:00 p.m., to consider the
Debtors' extension request.  Objections, if any, are due June 24,
2008.

                   About Nutritional Sourcing

Based in Pompano, Florida, Nutritional Sourcing Corp., fdba Pueblo
Xtra International, Inc. -- http://www.puebloxtra.com/-- owns and
operates supermarkets and video rental shops in Puerto Rico and
the US Virgin Islands.  The company and two affiliates, Pueblo
International, L.L.C., and F.L.B.N., L.L.C., filed for chapter 11
protection on Aug. 3, 2007 (Bankr. D. Del. Case Nos. 07-11038
through 07-11040).  Kay Scholer LLC represents the Debtors in
their restructuring efforts.  Pepper Hamilton LLP serves as their
Delaware counsel.  The U.S. Trustee for Region 3 appointed eight
creditors to serve on an Official Committee of Unsecured
Creditors.  Skadden, Arps, Slate, Meagher & Flom LLP represent
the Official Committee of Unsecured Creditors.  The company has
disclosed $130.8 million in assets and debt totaling $266.5
million with the Court.


OAKRIDGE HOMES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oakridge Homes, LLC
        29033 Avenue Sherman, Suite 203
        Valencia, CA 91355

Bankruptcy Case No.: 08-13977

Type of Business: The Debtor is a homebuilder.

Chapter 11 Petition Date: June 13, 2008

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: Ron Bender
                  (rb@lnbrb.com)
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Telephone (310) 229-1234

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
WRA Engineering Inc.                  $750,000
24933 Avenue Stanford
Valencia, CA 91355

APEC Group                            $435,000
111 South Orange Grove, Ste 201
San Gabriel, CA 91776

Holly Investment                      $385,000
826 N. Monterey #D
Alhambra, CA 91801

Nexstar                               $185,000

APC Construction                      $125,000

EGL                                   $65,000

R&F                                   $62,000

Glendale Best Insurance               $59,000

Keeton Investments                    $56,000

Carmen Harte                          $45,000

Daneshrad Tax & Audit Consultants     $39,000

US Enviro-Net Services                $21,000

Jefferson Development                 $15,000

So Cal Gas                            $10,230

HCC Surety Group                      $9,980

PF Iron Works                         $8,800

Glendale Plumbing Supply              $7,500

CA Pavement                           $6,300

SWCA                                  $5,900

S&S Rent-A-Fence, Inc.                $2,500


PACIFIC GOLD: March 31 Balance Sheet Upside-Down by $1,023,153
--------------------------------------------------------------
Pacific Gold Corp.'s consolidated balance sheet at March 31, 2008,
showed $3,640,226 in total assets and $4,617,238 in total
liabilities, resulting in a $1,023,153 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $247,888 in total current assets
available to pay $3,011,034 in total current liabilities.

The company reported a net loss of $1,313,964 for the first
quarter ended March 31, 2008, compared with a net loss of $856,591
in the corresponding period of 2007.

The Company had no revenues from the sale of gold in the quarters
ended March 31, 2008, and 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?2e59

                       Going Concern Doubt

Mantyla McReynolds, LLC, in Salt Lake City, expressed substantial
doubt about Pacific Gold Corp.'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 pointed to the company's accumulated losses,  
negative cash flow from operations and deficit in working capital.

                       About Pacific Gold

Based in Reno, Nevada, Pacific Gold Corp. (OTC BB: PCFG)
-- http://www.pacificgoldcorp.com/-- is engaged in the  
identification, acquisition, exploration and development of mining
prospects believed to have gold or tungsten mineralizations.

Pacific Gold Corp. currently owns 100% of five operating
subsidiaries: Nevada Rae Gold Inc., Oregon Gold Inc., Pilot
Mountain Resources Inc., Pacific Metals Corp., and Fernley Gold
Inc. in which it holds various prospects in Nevada and Oregon.


PAETEC HOLDING: Alex Stadler Joins Board of Directors
-----------------------------------------------------
The Board of Directors of PAETEC Holding Corp. appointed Alex
Stadler to serve as a member of the Board.  Mr. Stadler was
designated for appointment to the Board by several investment
funds managed by Wayzata Investment Partners LLC pursuant to the
company's existing board membership agreement.

On Feb. 8, 2008, in connection with the completion of the
company's acquisition by merger of McLeodUSA Incorporated, the
company entered into the board membership agreement with former
stockholders of McLeodUSA consisting of the Wayzata funds and
investment funds and entities advised by Fidelity Management &
Research Company and its affiliates.  Under the board membership
agreement, the Wayzata funds have the right to designate one
representative for appointment or nomination for election to the
company's board of directors, initially as a Class III director
with a term of service expiring at the company's annual meeting of
stockholders in 2009.  The agreement provides that the designation
will terminate upon the first to occur of:

   (1) the date on which the Wayzata funds cease to own of record
       and beneficially at least 50% of the shares of PAETEC
       common stock received by them in the merger and

   (2) the second anniversary of the merger closing date, or
       Feb. 8, 2010.

As of the merger closing date of Feb. 8, 2008, the Board had
increased its size from nine authorized members to ten authorized
members and increased the number of Class III directorships from
three to four.

Mr. Stadler, previously served on the Board of Directors of
McLeodUSA from January 2006 until its acquisition by the company.  
>From 1999 until 2002, he served as Chief Executive Officer of
riodata NV, a data services carrier specializing in private
network and internet access and connectivity for medium-sized
companies.  Before his service in that position, Mr. Stadler
served as Chief Operating Officer of Otelo Communications, a
competitive local exchange carrier, and as Chief Executive Officer
of RWE Telliance AG, a German telecommunications company.  From
1985 to 1996, Mr. Stadler served in a variety of senior management
positions at GTE Corporation's cellular and telephone subsidiaries
and as GTE's head of mergers and acquisitions.  Since 2002, Mr.
Stadler has pursued private interests.

In connection with Mr. Stadler's appointment, effective on June
11, 2008, the Compensation Committee of the Board approved a grant
to Mr. Stadler of options to purchase 83,300 shares of the
company's common stock pursuant to the PAETEC Holding Corp. 2007
Omnibus Incentive Plan.  The options have an exercise price equal
to the last reported sale price of the company's common stock on
the NASDAQ Global Select Market on the date of grant, and were
fully vested as of the date of grant.

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ GS: PAET) -- http://www.paetec.com/-- provides large,   
medium-sized and, to a lesser extent, small business end-user
customers in metropolitan areas with a package of integrated
communications services that includes local and long distance
voice, data, and broadband Internet access services.  PAETEC
Holding had approximately 3,900 employees as of March 1, 2008.  

As of March 1, 2008, excluding the effect of the McLeodUSA merger,
PAETEC Holding had in service 124,261 digital T1 transmission
lines, which represented the equivalent of 2,982,264 telephone
lines, for over 30,000 business customers in a service area
encompassing 53 of the top 100 metropolitan statistical areas.

                          *     *     *

PAETEC Holding Corp. still carries Moody's Investors Service's
Caa1 senior unsecured debt rating assigned on June 21, 2007.


PILGRIM'S PRIDE: S&P Puts 'BB' Corp. Credit Under Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit ratings on Dean Foods Co. and Pilgrim's Pride Corp., and
'BBB-' corporate credit rating on Tyson Foods Inc. on CreditWatch
with negative implications.  S&P could affirm or lower the ratings
upon completion of its review.
     
The CreditWatch placement is the result of S&P's concerns that in
the near term these companies will be faced with even higher
commodity costs than S&P's previous expectations because heavy
rains and flooding in the Midwest damaged the crops, especially
the corn crop.
     
S&P's review will focus on the extent of the damage to crops, the
pressure this will create for further record grain prices and the
resulting effect that will have on dairy farmers, dairy cattle
supply and milk prices and the company's ability to quickly pass
these higher costs to its customers.  In addition, S&P will
discuss with management its plans to manage through these
difficult market conditions.
     
Dallas-based Dean Foods had rated debt of about $5.2 billion at
March 31, 2008.  Pittsburg, Texas-based Pilgrim's Pride had rated
debt of about $2.1 billion at March 29, 2008.  Springdale,
Arkansas-based Tyson Foods had rated debt of $3.2 billion at
March 29, 2008.


PIPER RESOURCES: Updates on Default Status; CCAA Extended to July
-----------------------------------------------------------------
Piper Resources Ltd. reports that further to the company's Notice
of Default contained in the news release on May 21, 2008, and the
company's Default Status Report contained in the news release
dated May 29, 2008, is the company's bi-weekly default status
report pursuant to Appendix B of the Canadian Securities
Administrators Staff Notice 57-301:

   1. Except as included in the Default Status Report contained in
      the news release dated May 29, 2008, with respect to the
      company's inability to file its Interim Financial Statements
      for the three months ended March 31, 2008, there has been no
      material change in the information contained in the Notice
      of default.

   2. There has been no change to any intentions outlined in the
      Notice of Default or previous Default Status Report.

   3. The company will not be able to file the Interim Statements
      by the required deadline of May 30, 2008, as it must first
      complete the Annual Audited Financial Statements for the
      year ended Dec. 31, 2007.

   4. As disclosed in the Notice of Default contained in a news
      release dated May 21, 2008, the company was granted
      protection from its creditors under the Companies Creditors'
      Arrangement Act until June 12, 2008.  As reported in a news
      release dated June 13, 2008, the CCAA protection was
      extended to July 15, 2008.

Except for the extension of the stay of CCAA protection as
disclosed herein, there is no other material information
concerning the affairs of Piper that has not been generally
disclosed.
                       About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor
protection under the Companies Creditors Arrangement Act (Canada)
pursuant to an Order from the Alberta Court of Queen's Bench.  
Piper engaged Tristone Capital Inc. as its financial advisor to
pursue strategic alternatives for the company in conjunction with
the CCAA proceedings.  


POSITRON CO: Closes Stock Purchase Transaction with Dose Shield
---------------------------------------------------------------
Positron Company, and its wholly owned subsidiary Positron
Pharmaceuticals Company executed and consummated a Stock Purchase
Agreement to acquire all of the issued and outstanding stock of
Dose Shield Corporation, an Illinois corporation.  The purchase
price of the Acquisition consisted of:

   * 80,000,000 shares of Positron Company's common stock, par
     value $0.01 per share, deliverable in two equal tranches, the  
     first at the closing, the second upon verification that Dose
     Shield's Cardio-Assist device is ready for resale, not later
     than Dec. 31, 2009;

   * cash in the amount of $600,000, $60,000 payable, at the
     closing and the balance due on Dec. 31, 2008, unless extended
     for one year with interest at the rate of 8%;

   * earn out payments through Dec. 31, 2008 equal to the lesser
     of (x) 50% of the net revenue generated from sales of Pharm-
     Assist equipment, including receivables, or (y) $600,000;

   * advances in the company equal to $450,000, payable in the
     minimum monthly amount of $150,000, and royalties equal to
     1.5% of net revenues generated from sales of all Dose Shield
     equipment sold by Positron Pharmaceuticals following the
     closing.

In addition, John Zehner, Dose Shield's former principal
shareholder and executive officer executed a three year employment
agreement with Positron Company to serve as president of Positron
Pharmaceuticals.  Mr. Zehner's employment is for three years with
a base salary of $100,000 per year, with Positron Company's option
to increase the base salary to $150,000 in the event it has
received appropriate funding.

                       About Positron Corp.

Headquartered in Houston, Positron Corporation (OTC BB: POSC) --
http://www.positron.com/-- designs, manufactures, markets and   
supports advanced cardiac molecular imaging devices utilizing
single photon emission computed tomography (SPECT) and positron
emission tomography (PET).  The company's molecular imaging
systems incorporate patented and proprietary software and hardware
technology for the diagnosis and treatment of patients with heart
disease.

Positron Corp.'s consolidated balance sheet at March 31, 2008,
showed $2,115,000 in total assets and $6,942,000 in total
liabilities, resulting in a $4,827,000 total stockholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 29, 2008,
Frank L. Sassetti & Co., in Oak Park, Ill., expressed substantial
doubt about Positron Corporation'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 significant accumulated deficit.


PREMIER GROUP: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Premier Group Construction, LLC
        P.O. Box 6413
        Mohave Valley, AZ 86446

Bankruptcy Case No.: 08-07251

Chapter 11 Petition Date: June 18, 2008

Court: District of Arizona (Yuma)

Debtor's Counsel: Michael Reddig, Esq.
                  Reddig Law Office
                  P.O. Box 22143
                  Flagstaff, AZ 86002
                  Tel: (928) 774-9544
                  Fax: (928) 774-2043
                  mreddig@theriver.com

Total Assets: $4,700,500

Total Debts:  $3,284,100

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J Ocampo Construction Co.        Disputed               $22,000
c/o Kelly Moss Williams
Attn: GRGRY
P.O. Box 20189
Bullhead City, AZ 86439

United Rentals Norwest, Inc.     Disputed               $12,000
1595 Riverview Drive
Fort Mohave, AZ 86426

Budget Rolloffs                  Services                $6,600
P.O. Box 8970
Fort Mohave, AZ 86426

Mohave Market                    Dispute                 $6,600

Tri-State Building               Supplies                $5,900

Baron Pest Control               Services Disputed       $4,000

Daniell's Septic, Port, Toilets, Services                $1,100
Drain

Auto Value Parts Store BH Auto   Credit                    $900

Allegiant Door, Windows & Trim   Disputed Debt           Unknown
LLC

Office Express                   Unknown                 Unknown

Red MT Construction & Devel, LLC Lawsuit                 Unknown


PROGRESSIVE MOULDED: Case Summary & 34 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Progressive Moulded Products, Ltd.
             aka Edge Sequencing
             125 Villarboit Crescent
             Concord, Ontario L4K 4K2
             Canada

Bankruptcy Case No.: 08-11256

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Progressive Molded Products, Inc.          08-11253
        Progressive Marketing, Inc.                08-11254
        THL-PMPL Holding Corp.                     08-11255
      
Type of Business: The Debtors are plastic molders.

Chapter 11 Petition Date: June 20, 2008

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Email: bankfilings@ycst.com
                  Young, Conaway, Stargatt & Taylor
                  1000 W. St., 17th Fl.
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  http://www.ycst.com

Progressive Moulded Products, Ltd's Financial Condition:

Estimated Assets: $500 million to $1 billion

Estimated Debts:  $500 million to $1 billion

Debtors' Consolidated List of 34 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo Bank, NA as        bond                  $195,718,478
trustee for the 11.50% senior
subordinated notes due 2012
Attn: Joseph P. O'Donnell
213 Court St., Ste. 703
Middletown, CT 06457
Fax: (860) 704-6219

GS Mezzanine Partners III      bond                  $154,393,363
Onshore Fund, LP, as holder
of certain 11.50% senior
subordinated notes due 2012
Attn: Kaca Enquist
85 Broad St.
New York, NY 10004
Fax: (212) 902-3000

MG Stratum Fund III, LP as     bond                  $20,052,455
holder of certain 11.50%
senior subordinated notes due
2012
Attn: Craig Ferguson
McKenna Gale Management III,
Ltd.
145 King Street West,
Ste. 1220
Toronto, Ontario, Canada
M5H 1J8
Fax: (416) 364-8444

Edgestone Capital Mezzanine    bond                  $21,272,660
Fund II, LP as holder of
certain 11.50% senior
subordinated notes due 2012
Attn: Vice President,
Mezzanine
Edgestone Capital Partners,
Inc.
The Exchange Tower, Ste. 600
130 King St. W.
P.O. Box 187
Toronto, Ontario, Canada
M5X 1A6
Fax: (416) 860-9838

JPMorgan Chase Bank, Toronto   bank loan             $35,200,000
Branch, as administrative
agent under a credit agreement
dated April 28, 2004, as
amended
Attn: Doug Jenks
270 Park Ave.
New York, NY 10017-2014
Tel: (212) 622-4521
Fax: (212) 622-4557

Thomas H. Lee (Alternative)    bank loan guaranty    $23,232,000
Fund V, LP, Thomas H. Lee
(Alternative) Cayman Fund V,
LP
Attn: Kent Weldon
Thomas H. Lee Partners, LP
100 Federal St., 35th Fl.
Boston, MA 02110
Fax: (617) 897-1438

GS Mezzanine Partners III      bank loan guaranty    $11,968,000
Onshore Fund, LP and GS
Mezzanine Partners III
Offshore Fund, LP
Attn: Michael Koester
Goldman, Sachs & Co.
85 Broad St.
New York, NY 10004
Fax: (212) 902-3000

Bose Corp.                     trade                 $2,774,244
Attn: Officer, General or
Managing Agent
688 Great Rd.
P.O. Box 9102
Stow, MA 01775-9102
Fax: (508) 305-4580

Panasonic Automotive Systems   trade                 $2,530,406
Attn: Officer, General or
Managing Agent
26455 American Dr.
Southfield, MI 48034
Fax: (248) 447-7002

Irvin Automotive               trade                 $1,433,288
Attn: Officer, General or
Managing Agent
P.O. Box 67000
Detroit, MI 48267-2681
Fax: (248) 451-4101

Continental Auto               trade                 $1,281,507
Attn: Officer, General or
Managing Agent
75 Remittance Dr., Ste. 6487
Chicago, IL 60675-6487
Fax: (248) 324-9472

Windsor Mold Group             trade                 $986,109
Attn: Officer, General or
Managing Agent
4035 Malden Rd.
Windsor, Ontario, Canada
N9C 2G4
Fax: (519) 972-3788

Everwill Industrial, Ltd.      trade                 $887,230
Attn: Officer, General or
Managing Agent
3rd Fl., 5th Bldg.
Zheng Feng Ind. Park
Huangpi Village
Shajing Town
Shenzhen City, P.R. China
518125
Fax: 86-755-8173-1864

I-Tooling Co., Ltd.            trade                 $870,166
Attn: Officer, General or
Managing Agent
14 Workshop, Tech & Industry
Park
Jin Xiu Rd., He Yi Village
Shajing Town
Shenzen City, P.R. China
518104
Fax: 86-755-8172-8869

Uniform Color Co.              trade                 $864,485
Attn: Officer, General or
Managing Agent
942 Brooks Ave.
Holland, MI 49423
Fax: (800) 272-6567

Bos Automotive Products, Inc.  trade                 $752,072
Attn: Officer, General or
Managing Agent
2619 Product Dr., Ste. 108
Rochester Hill, MI 48309-3807
Fax: (248) 852-5921

Dura Automotive Systems, Inc.  trade                 $716,799
Attn: Officer, General or
Managing Agent
2791 Research Dr.
Rochester Hill, MI 48309-3575
Fax: (248) 844-1676

Sabic Innovative Plastics      trade                 $674,096
Attn: Officer, General or
Managing Agent
P.O. Box 9435
Postal Station A
Toronto, Ontario
Canada M5W 4E1
Fax: (905) 858-5798

GE Plastics Canada             trade                 $634,816
Attn: Officer, General or
Managing Agent
Box 9435
Postal Station A
Toronto, Ontario M5W 4E1
Fax: (905) 858-5798

Synergia                       trade                 $626,280
Attn: Officer, General or
Managing Agent
4105 Lakeridge Ln.
Bloomfields Hills, MI 48302
Fax: (248) 232-3104

Basell North America, Inc.     trade                 $594,870
Attn: Officer, General or
Managing Agent
2727 Alliance Dr.
Lansing, MI 48910
Fax: (517) 336-9615

Manion Wilkins & Associates,   trade                 $574,940
Ltd.
Attn: Officer, General or
Managing Agent
500-21 Four Seasons Place
Etobicoke, Ontario, Canada
M9B 0A5
Fax: (416) 234-2071

Casco Products                 trade                 $567,255
Attn: Officer, General or
Managing Agent
39810 Grand River Ave.,
Ste. 200
Novi, MI 48375
Fax: (203) 922-3201

Polymerland, Inc.              trade                 $557,294
Attn: Officer, General or
Managing Agent
P.O. Box 3000
Mississauga, Ontario, Canada
L5M 2E4
Fax: (905) 450-9318

Derby Fabricating, LLC         trade                 $516,111
Attn: Officer, General or
Managing Agent
4500 Produce Rd.
Louisville, KY 40218-3058
Fax: (502) 719-0033

Denken Tooling Center          trade                 $503,754
Attn: Officer, General or
Managing Agent
465 Jutras Drive South
Lakeshore, Ontario, Canada
N8N 5C4
Fax: (519) 727-6481

Red Spot                       trade                 $494,633
Attn: Officer, General or
Managing Agent
P.O. Box 70466
Toronto, Ontario, Canada
M5W 2X5
Fax: (905) 564-8550

Emhart Fastening Teknologies   trade                 $472,798
Attn: Officer, General or
Managing Agent
12337 Collections Center Dr.
Chicago, IL 60693
Fax: (586) 949-0446

NU-Tech Plastic Moulding       trade                 $466,506
Attn: Officer, General or
Managing Agent
1766 Alstep Drive Unit 1
Mississauga, Ontario, Canada
L5S 1W1
Fax: (905) 673-9883

Delphi Packard Electric System trade                 $457,300
Attn: Officer, General or
Managing Agent
311 W. Monroe St., 7th Fl.
P.O. Box 71405
Chicago, IL 60694
Fax: (248) 813-2307

CML Innovative Technologies,   trade                 $441,410
Inc.
Attn: Officer, General or
Managing Agent
75 Remittance Dr., Ste. 6470
Chicago, IL 60675-6470
Fax: (734) 542-0478

Emergent Systems               trade                 $437,092
Attn: Officer, General or
Managing Agent
P.O. Box 87126
Canton, MI 48187
Fax: (313) 565-1133

WM Tool, Inc.                  trade                 $419,808
Attn: Officer, General or
Managing Agent
3280 Devon Dr.
Windsor, Ontario, Canada
N8X 4L4
Fax: (519) 966-1553

Termax Corp.                   trade                 $395,898
Attn: Officer, General or
Managing Agent
Department 4137
Carol Stream, IL 60122-4137
Fax: (847) 519-9437


RAPTOR NETWORKS: March 31 Balance Sheet Upside-Down by $27,640,189
------------------------------------------------------------------
Raptor Networks Technology Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,982,569 in total assets and $29,622,758
in total liabilities, resulting in a $27,640,189 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,701,062 in total current assets
available to pay $29,622,758 in total current liabilities.

The company reported a net loss of $13,942,297 on net revenue of
$149,486 for the first quarter ended March 31, 2008, compared with
a net loss of $30,917,868 on net revenue of $162,771 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?2e5c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 19, 2008,
Mendoza Berger & Company LLP, in Irvine, Calif., expressed
substantial doubt about Raptor Networks Technology 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 auditor said that the company has sustained accumulated
losses from operations and has had no significant sales of its
products to date.

As of March 31, 2008, the company had a deficit in working capital
of $27,921,696 of which $23,513,231 relates to the fair value of
derivative financial instruments.  

                      About Raptor Networks

Based in Santa Ana, Calif., Raptor Networks Technology Inc.
(OTC BB: RPTN) -- http://www.raptor-networks.com/-- designs,  
produces and sells standards-based, high-speed network switching
technologies.  The company's distributed network switching
technology allows users to upgrade their traditional networks with
the company's switches to allow for the management of high-
bandwidth applications.

The company has designed a family of modular network switch
products branded the Ether-Raptor line, which consists of core and
edge switch products.  The company's products include a core
switch, the Ether-Raptor-1010 (ER-1010), which is a combination 10
gigabit/gigabit Ethernet switch.  During the year ended Dec. 31,
2007, the company started development of an advanced version of
the ER-1010, the ER-1010E and this product became available for
shipment in March 2008.  It also offers a pure edge switch, the
Ovi-Raptor-1048 (OR-1048) and three types of network interface
cards (NIC).  All of its products are based upon a common family
of merchant silicon and embedded software.


REMOTE MDX INC: Posts $20.1MM Net Loss in 2nd Qtr. Ended March 31
-----------------------------------------------------------------
RemoteMDx Inc. reported a net loss of $20,118,080 on total
revenues of $2,663,282 for the second quarter ended March 31,
2008, compared with a net loss of $7,033,616 on total revenues of
$1,683,264 in the same period last year.

For the six months ended March 31, 2008, the company had revenues
of $6,302,160 compared to $2,271,501 for the six months ended
March 31, 2007, an increase of $4,030,659.  The increase in
revenues resulted primarily from increased monitoring of offender
tracking devices.

The company incurred a net loss of $22,460,024 for the six months
ended March 31, 2008, compared to a net loss of $14,972,537 for
the six months ended March 31, 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$17,614,424 in total assets, $12,462,857 in total liabilities,
$4,066,583 in minority interest, and $1,084,984 in total
stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $8,588,477 in total current assets
available to pay $11,823,329 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?2e50

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Salt Lake City, Utah-based Hansen, Barnett & Maxwell expressed
substantial doubt about RemoteMDx Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to the company's recurring operating losses and  
accumulated deficit.

The company incurred a net loss of $22,460,024 for the six months
ended March 31, 2008, and a loss from operations of $16,071,594.  
In addition, the company has an accumulated deficit of  
$155,556,970.  

                         About RemoteMDx

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- and its subsidiary, SecureAlert Inc.,   
develop and market monitoring and surveillance products and
services to the criminal justice system throughout the United
States.


RESIDENTIAL CAPITAL: Board Approves Waiver of Operating Agreement
-----------------------------------------------------------------
The board of Residential Capital, LLC, including all of ResCap's
independent directors, approved a waiver of Section 2(a)(ii) of
the Amended and Restated Operating Agreement dated Nov. 27, 2006,
among ResCap, GMAC LLC and General Motors Corp., in connection
with the purchase by an affiliate of Cerberus Capital
Management, L.P. of certain assets of ResCap's model home
business.

In connection with the sale, ResCap received Series B junior
preferred interests in the purchasing entity, CMH Holdings, LLC,
having a liquidation preference equal to the difference between
the net book value of the assets sold and the cash ResCap received
in connection with the transaction.  Also, as previously
disclosed, an affiliate of Cerberus serves as managing member of
CMH.

Under Section 2(a)(ii) of the Operating Agreement, ResCap cannot,
without a waiver of the agreement's restrictions, make any
investment in a GMAC Affiliate, which includes any entity under
common control with GMAC.  For this purpose, "control" means the
power to direct the management and policies of an entity,
including through the ownership of voting securities or managing
member interests.  By virtue of Cerberus' indirect ownership of
51% of the membership interests of GMAC and its ownership of the
managing member of CMH, CMH is considered to be a GMAC Affiliate
for purposes of the Operating Agreement.  Under Section 8 of the
Operating Agreement, waivers require approval by a majority of the
ResCap board, including a majority of the independent directors.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                            *     *     *

As disclosed in the Troubled Company Reporter on June 18, 2008,
Moody's Investors Service assigned ratings of Caa2 and Caa3 to
Residential Capital LLC (ResCap)'s senior secured and junior
secured bonds, respectively.  These bonds were issued as part of
ResCap's bond exchange which was completed on June 4, 2008.  The
ratings of ResCap's unsecured senior debt and unsecured
subordinate debt were affirmed at Ca and C, respectively.  Ratings
are under review for downgrade.  Separately the senior unsecured
rating of GMAC LLC was downgraded to B3 from B2 with a negative
outlook.

As disclosed in the Troubled Company Reporter on June 9, 2008,
Fitch Ratings has downgraded Residential Capital LLC's long- and
short-term Issuer Default Ratings to 'D' from 'C' following
completion of the company's distressed debt exchange.  Fitch has
also removed ResCap from Rating Watch Negative, where it was
originally placed on May 2.


SCRIPPS FRENCH: Can Employ Bruce Wilson as Bankruptcy Counsel
-------------------------------------------------------------
Scripps French Valley Commercial LLC obtained authority from the
U.S. Bankruptcy Court for the Southern District of California to
employ Bruce A. Wilson APLC as its general bankruptcy counsel.

Bruce A. Wilson, Esq. is expected to, among others, represent the
Debtor in its bankruptcy case by appointing professionals, give
assistance in creating a disclosure statement and a plan of
reorganization, and negotiate with secured creditors t arrange for
new financing.

Mr. Wilson told the Court that the firm's hourly rates are:

      Partner               $250
      Associate             $200
      Law Clerk             $125
      Paralegal              $75

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

La Jolla, California-based Scripps French Valley Commercial LLC
filed for Chapter 11 protection on May 14, 2008 (Bankr. S.D.
Calif. Case No. 08-04070).  Bruce A. Wilson, Esq. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets of $10
million to $50 million, and estimated debts of $1 million to $10
million.


SCRIPPS FRENCH: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Scripps French Valley Commercial LLC filed with the U.S.
Bankruptcy Court for the Southern District of California, its
schedules of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $15,000,000
  B. Personal Property                   $695
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $9,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $249,602
                                  -----------    -----------
     TOTAL                        $15,000,695     $9,849,602

La Jolla, California-based Scripps French Valley Commercial LLC
filed for Chapter 11 protection on May 14, 2008 (Bankr. S.D.
Calif. Case No. 08-04070).  Bruce A. Wilson, Esq. represents the
Debtor in its restructuring efforts.  


SECURITY CAPITAL: Moody's Junks Debts and Financing Trust Ratings
-----------------------------------------------------------------
Moody's Investors Service has downgraded to B2, from A3, the
insurance financial strength ratings of XL Capital Assurance Inc.,
XL Capital Assurance (U.K.) Limited and XL Financial Assurance
Ltd.  In the same rating action, Moody's also downgraded the debt
ratings of Security Capital Assurance Ltd (NYSE: SCA -- preference
shares to Ca from B3) and a related financing trust.

The rating action concludes a review for possible downgrade that
was initiated on March 4, 2008, and reflects the company's
severely impaired financial flexibility and the company's
proximity to minimum regulatory capital requirements relative to
our estimations of expected case losses.  The outlook for the
ratings is negative.

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of a) the rating of the guarantor or b) the published
underlying rating.  However, as XLCA and XLFA's ratings are
downgraded below the investment grade level, and reflecting
current rating agency policy, Moody's will withdraw ratings on
XLCA and XLFA-wrapped securities for which there is no published
underlying rating.

Should the guarantors' ratings subsequently move back into the
investment grade range or should the agency subsequently publish
the underlying rating, Moody's would reinstate the rating to the
wrapped instruments.

SCA has recorded approximately $750 million in cumulative losses
arising from its mortgage-related exposures, primarily from ABS
CDOs and to a lesser extent, second-lien RMBS transactions.  At
1Q2008, XLCA had $167 million of statutory surplus, which is
approximately $102 million above the statutory minimum regulatory
requirement.

Moody's notes that XLCA cedes a majority of premiums and losses to
XLFA under a quota share reinsurance arrangement, which
substantially increases the amount of resources XLCA may draw upon
to pay claims.  At 1Q2008, XLFA had approximately $1.2 billion of
capital.  During 4Q2007, XLCA entered into various additional
reinsurance arrangements with XLFA designed to maintain XLCA's
statutory surplus above the minimum threshold.

SCA has stated that it could incur adverse case basis loss reserve
development of up to approximately 80% of its established case
basis reserves at 1Q2008, and still maintain compliance with its
regulatory solvency requirements.  However, Moody's has estimated
expected case losses on the firm's mortgage risks to be in the
range of $2 billion, suggesting that meaningful further losses may
be recognized and regulatory capital further depleted.

The rating agency added that if XLCA's capital were to fall below
the regulatory minimum, there could be material adverse effects on
the firm's financial condition.  A meaningful portion of XLCA's
credit exposure was written in credit default swap form, and
contains a clause that exposes the firm to mark to market
termination in the event of insolvency.

A breach of minimum regulatory capital requirement heightens the
risk of regulatory intervention, which could trigger a market
value termination of the CDS contracts.

Moody's has re-estimated expected and stress loss projections on
SCA's insured portfolio, focusing on the company's mortgage-
related exposures, as well as other sectors of the portfolio
potentially vulnerable to deterioration in the current
environment.

Based on Moody's revised assessment of the risks in SCA's
portfolio, estimated stress-case losses would approximate
$6.6 billion at the Aaa rating threshold.  This compares to
Moody's estimate of SCA's total claims paying resources of
approximately $3.5 billion, a capital position more consistent
with a rating in the single-B category.

According to Moody's, the negative outlook on SCA's ratings
reflects continued uncertainty with respect to the amount of
losses that will ultimately arise from the company's insured
portfolio and attendant risks that could occur if losses develop
adversely, including the potential of regulatory intervention.

SCA has stated that it continues to work toward mitigating the
financial stresses impacting the company, including the
commutation, restructuring or settlement of its obligations with
its CDO counterparties and the commutation or settlement of
various reinsurance arrangements with XL Capital Ltd.

Moody's will continue to evaluate SCA's ratings in the context of
changes to the company's strategic and capital management plans,
as well as the future performance of the company's mortgage-
related exposures relative to expectations and resulting capital
adequacy levels.

The rating agency noted that upward rating pressure could occur if
SCA is able to successfully execute on its restructuring plans,
although there is considerable uncertainty about the outcome and
timing of those efforts.  Conversely, downward rating pressure
could occur if minimum regulatory capital requirements are
breached.

LIST OF RATING ACTIONS

These ratings have been downgraded:

  -- XL Capital Assurance Inc. -- insurance financial strength to
     B2 from A3;

  -- XL Capital Assurance (U.K.) Limited -- insurance financial
     strength to B2 from A3;

  -- XL Financial Assurance Ltd -- insurance financial strength to
     B2 from A3;

  -- Security Capital Assurance Ltd -- provisional rating on
     senior debt to (P)Caa3 from (P)Ba1, provisional rating on
     subordinated debt to (P)Ca from (P)Ba2 and preference shares     
     to Ca from B3; and

  -- Twin Reefs Pass-Through Trust -- contingent capital
     securities to Caa2 from Ba1.

OVERVIEW OF SECURITY CAPITAL ASSURANCE

Security Capital Assurance Ltd is a Bermuda-domiciled holding
company whose primary operating subsidiaries, XL Capital Assurance
Inc. and XL Financial Assurance Ltd, provide credit enhancement
and protection products to the public finance and structured
finance markets throughout the United States and internationally.

For the three months ended March 31, 2008, SCA reported a net loss
available to common shareholders of $97 million.  As of March 31,
2008, SCA had shareholders' equity of approximately $348 million.


SIRVA INC: OOIDA Demands Full Distribution of $5,000,000 Claim
--------------------------------------------------------------
Owner Operator Independent Drivers Association, a court-appointed
representative of a class composed of truck owner-operators who
have provided operational services to Sirva Inc. and its debtor-
affiliates, asks the U.S. Bankruptcy Court for the Southern
District of New York to order the Debtors to comply with the
distribution provisions under the confirmed First Amended
Prepackaged Joint Plan of Reorganization.

The Debtors had identified OOIDA as one of their 30 largest
unsecured creditors, with an undisputed claim for $5,000,000.  
The claim arises from a class action settlement agreement,
requiring Debtors SIRVA, Inc., Allied Van Lines, Inc., North
American Van Lines, Inc., and Global Van Lines, Inc., to pay
$8,000,000.  Of the settlement amount, $3,000,000 had already
been paid prior to the Petition Date.

According to Daniel E. Cohen, Esq., at The Cullen Law Firm PLLC
in Washington, D.C., OOIDA is entitled to receive the full amount
of the distributions on the Effective Date.  However, the Debtors
have distributed only 60% of the amount due to OOIDA, stating
that they do not need to make the remaining distribution until
May 2009, pursuant to certain schedules, term-sheets, and
statements preceding the final confirmation of the Plan.

OOIDA insists that the Debtors' refusal to pay is unsustainable,
because:

   (1) the express terms of the Plan entitled OOIDA to the full
       amount of their claim upon the Effective Date;

   (2) the Debtors are bound by the terms of the Plan in
       accordance with Section 1141 of the Bankruptcy Code, and
       they can not challenge the confirmed Plan at this time;

   (3) the Plan contains a merger clause stipulating that it
       supersedes all previous negotiations, agreements, and
       representations; and

   (4) as a matter of law, the Plan is essentially a contract
       between the parties, and all prior obligations of the
       parties are extinguished by the Plan.

OOIDA tells the Court that the Plan binds the Debtors to make a
full payment on behalf of their claim.  Accordingly, the Debtors
should not be allowed to modify, clarify, or repudiate their
current contractual obligation.

                       About Sirva Inc.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  When the Debtors filed for
bankruptcy, it reported total assets of US$924,457,299 and total
debts of US$1,232,566,813 for the quarter ended Sept. 30, 2007.  
The Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.  The Debtors' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).     


SPX CORPORATION: Fitch Holds 'BB+' Issuer Default and Debt Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed SPX Corporation's ratings as:

  -- Issuer Default Rating 'BB+';
  -- Senior secured bank debt 'BB+';
  -- Senior unsecured debt 'BB+'.

At March 29, 2008 SPX had approximately $1.6 billion of debt
outstanding.  The Rating Outlook is Stable.

The ratings consider SPX's geographic and product diversification,
solid demand in many of its infrastructure and energy markets, and
consistent execution of its operating and financial strategies.  
In addition, the company has appropriate levels of liquidity and
cash flow for the rating category.  SPX's financial leverage has
been higher than normal since late 2007 when the company spent
$524 million to acquire APV, a maker of process equipment for
food, beverage and pharmaceutical markets.  

The acquisition, together with other transactions, has supported
SPX's expansion outside the U.S. which now represents about half
of total revenue.  SPX's stated policy is to maintain gross
debt/EBITDA within a range of 1.5 times to 2.0x, as defined in its
bank agreement.  At March 29, 2008 gross debt/EBITDA was 2.2x.  
The ratio is somewhat understated when compared to unadjusted
measures used by Fitch.  Additional acquisitions or share
repurchases are expected to resume once SPX returns to its
targeted leverage range, possibly by the end of 2008.

Improving operating results reflect the impact of SPX's focus on
productivity, cost controls, the integration of its information
systems, and other initiatives.  The company is disciplined about
acquiring or divesting businesses to support its strategy of
expanding its infrastructure, process equipment and diagnostic
tools platforms.  The APV acquisition expanded SPX's existing
process equipment business although its margins are well below
those in the rest of SPX's Flow Technology segment.  SPX plans to
spend $60 million-$80 million of cash over three years to
restructure the APV business and raise its margins as part of its
integration with SPX.

Rating concerns include occasional increases in leverage related
to acquisitions, integration risk at acquired businesses,
competitive end-markets, and weak demand from North American
automotive customers.  Partly as a result of restructuring costs,
SPX's free cash flow is anticipated to be flat in 2008 despite
sales and margin growth at existing businesses.  Free cash flow
will also be affected by additional capital expenditures to expand
SPX's production capacity and a program to further integrate and
upgrade its information system.  These expenditures could
reasonably be expected to return to more normal levels fairly
quickly, however, giving SPX additional flexibility after 2008
with respect to discretionary spending.

SPX issued $500 million of seven-year senior unsecured notes in
December 2007 to help fund the purchase of APV.  As a result,
total debt increased to $1.6 billion as of March 29, 2008 from
less than $1 billion one year earlier.  SPX also has a
$750 million term loan which amortizes through 2012 and represents
nearly all of its scheduled debt maturities during the next five
years.  Liquidity at March 29, 2008 was supported by cash balances
of $384 million and by approximately $241 million of net
availability under a five-year secured bank facility.  The level
of liquidity reflects the seasonality of SPX's free cash flow
which typically is strongest in the second half of the year.


STEVE & BARRY'S: To Go Bankrupt if $30MM Funding Search Fails
-------------------------------------------------------------
Steve & Barry's LLC is said to be on the brink of bankruptcy and
is in search for a rescue financing of about $30 million, The Wall
Street Journal relates.

The retailer has been approaching a number of financing resources
to fund its operations for the rest of the year, WSJ notes.

According to WSJ, without additional capital, the company's fate
will be determined by the commercial-lending unit of General
Electric Co.  GE provided the company with a roughly $200 million
credit facility in March, and the company is already in default on
that loan, WSJ says according to three people familiar with the
matter.

WSJ, citing several creditors, bankruptcy lawyers and retail
experts familiar with the matter, says that if the company is
unable to secure backing, it could seek protection from creditors
sometime in July.

WSJ states that Steve & Barry's is the latest retail player hurt
by the economic downturn, and its demise would be a big blow to
struggling mall owners.  

According to WSJ, Steve & Barry's has hired Goldman Sachs Group
Inc. to seek out financing and hired a bankruptcy lawyer to advise
it on a restructuring.

                    About Steve and Barry LLC

Headquartered in Port Washington, New york, Steve and Barry LLC --
http://www.steveandbarrys.com/-- sells every item in its stores  
for $19.99 or less, operates more than 250 shops in about 40
states nationwide.  Stores range from 50,000 to over 100,000 sq.
ft.  The firm buys its merchandise (T-shirts, button-down shirts,
varsity jackets, sweatpants, tank tops, backpacks) from vendors in
the US, Canada, Central America, India, Mexico, and Pakistan.


STEVEN BROOKS: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Steven Norman Brooks
        aka Supertech Paint and Body
        234 North Ventura Avenue
        Ventura, CA 93001

Bankruptcy Case No.: 08-11393

Chapter 11 Petition Date: June 18, 2008

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Robert E. Canny, Esq.
                  Law Offices of Robert E. Canny
                  5042 Wilshire Boulevard, Suite 885
                  Los Angeles, CA 90036
                  Tel: (213) 401-3996

Estimated Assets: $1 million to $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's list of its five largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Fargo Bank                   Personal Loan          $20,000
34033 Elder Street, 1st Floor
Boise, ID 83705

Capital One Services, Inc.         Credit Card             $8,000
P.O. Box 30278
Salt Lake City, UT 84130-0278

Bank of America                    Credit Card             $2,595
P.O. Box 26078
Greensboro, NC 27420

State of California                Taxes             Unliquidated
Franchise Tax Board

Internal Revenue Service           Taxes             Unliquidated


SUPERIOR OFFSHORE: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Superior Offshore International Inc. delivered to the United
States Bankruptcy Court for the Southern District of Texas its
schedules of assets and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $67,587,927
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $14,072,828
      Secured Claims
   E. Creditors Holding                               535,628
      Unsecured Priority
      Claims
   F. Creditors Holding                            39,751,428
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $67,587,927    $54,359,884

Headquartered in Houston Texas, Superior Offshore (Nasdaq: DEEP)
-- http://www.superioroffshore.com/-- provides subsea     
construction and commercial diving services to the offshore
oil and gas industry.  The company's construction services include
installation, upgrading and decommissioning of pipelines and
production infrastructure.  The company operates a fleet of seven
service vessels and provides remotely operated vehicles (ROVs) and
saturation diving systems for deepwater and harsh environment
operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).  
The Company continues to operate its business as "debtor in
possession" under the jurisdiction of the Court in accordance with
the applicable provisions of the Bankruptcy Code and orders of the
Court.

David Ronald Jones, Esq., and Joshua Walton Wolfshohl, Esq.,
at Porter & Hedges LLP, represent the Debtor.  The U.S. Trustee
for Region 7 appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  Douglas S. Draper, Esq., at
Heller Draper Hayden Patrick & Horn LLC, represent the Committee
in this case.


TEEVEE TOONS: Agrees to Sell Recorded Music Arm to The Orchard
--------------------------------------------------------------
Brian Garrity of the New York Post reports that TEEVEE Toons Inc.,
dba T.V.T. Records, has entered into an agreement to sell its
recorded music arm and other assets to The Orchard, a New York-
based distributor of digital music.

Financial terms of the deal were not available as at June 19,
2008.  The companies are aiming to close the proposed pact on July
3, pending court approval, according to the report.

Under the agreement, The Orchard will acquire the TVT catalog, its
artists contacts and TVT's physical distribution business.  
Excluded in the agreement is TVT's music publishing arm, TVT Music
Enterprises.  It will operate as a standalone entity following the
sale, the report said.

It was not decided yet whether TVT founder Steve Gottlieb will
have a role with The Orchard or the TVT catalog after the deal,
according to the report.

The Orchard is a unit of Dimensional Associates, which also owns
digital music retailer eMusic.

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records --  http://www.tvtrecords.com/-- is an American record     
label.  The Debtor filed for Chapter 11 petition on Feb. 19, 2008
(Bankr. S. D. N.Y. Case No.: 08-10562.)  The Official Committee of
Unsecured Creditors has selected Sonnenschein Nath & Rosenthal LLP
as its counsel.   Alec P. Ostrow, Esq. and Constantine Pourakis,
Esq, at Stevens & Lee, P.C. represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of between
$10 million and $50 million.


TEXHOMA ENERGY: March 31 Balance Sheet Upside-Down by $4,294,246
----------------------------------------------------------------
Texhoma Energy Inc.'s consolidated balance sheet at March 31,
2008, showed $5,095,500 in total assets and $9,389,746 in total
liabilities, resulting in a $4,294,246 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $311,703 in total current assets
available to pay $1,454,865 in total current liabilities.

The company reported a net loss of $374,808 on oil and gas
revenues of $429,125 for the second quarter ended March 31, 2008,
compared with a net loss of $151,930 on oil and gas revenues of
$437,537 in the same period ended March 31, 2007.

The company incurred $360,700 in general and administrative
expenses for the quarter ended March 31, 2008, compared to
$128,395 for the same period in 2007, an increase of $232,305 from
the prior period.  The majority of the increase is the result of
the issuance of 18,200,000 shares of the company's common stock to
Valeska Energy Corp. in connection with and pursuant to the terms
of the May 2007 management agreement entered into by Valeska with
the company.

The company also issued stock warrants to new subscribers of its  
common stock and its lenders.  Stock accretion expense was
computed based upon the Black-Scholes modeling and recorded as
warrants were issued.  As a result of the continued Black Scholes
modeling, the company recognized $7,835 in related stock accretion
expense for the quarter ended March 31, 2008, as compared with a
stock accretion gain of $273,626 for the quarter ended March 31,
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?2e58

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Houston-based GLO CPA's LLP expressed substantial doubt about
the Texhoma Energy Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm reported that
the company has recurring operating losses, negative working
capital and is dependent on financing to continue operations.

                       About Texhoma Energy

Headquartered in Dallas, Texhoma Energy Inc. (Other OTC: TXHE.PK)
-- http://texhomaenergy.com/-- engages in the exploration for and   
the production of hydrocarbons, more commonly known as the
exploration and production of crude oil and natural gas.  In March
2006, Texhoma incorporated a subsidiary, Texaurus Energy Inc. in
Delaware for the same purposes.


THORNBURG MORTGAGE: Shareholders Re-Elect 3 Class II Directors
--------------------------------------------------------------
Thornburg Mortgage Inc.'s shareholders re-elected each of David J.
Matlin, Francis I. Mullin, III and Mark R. Patterson to serve as
Class II Directors for a three-year term during its 2008 Annual
Meeting of Shareholders held on June 12, 2008.

Shareholders also approved the proposals to amend the company's
Articles of Incorporation to increase the number or authorized
shares of capital stock from 500 million to 4 billion shares, by a
vote of 74% in favor of the amendment to the company's charter,
and to modify the terms of each of the company's existing series
of preferred stock, by a vote of 74% in favor of the amendment to
the company's charter.

The company must still obtain the requisite consents from the
holders of each series of preferred stock to the modification of
the terms of the preferred stock before those modifications can
become effective.  The company intends to seek these consents in
connection with the tender offer for the preferred stock.

On June 13, 2008, the company filed Articles of Amendment to its
Articles of Incorporation with the State Department of Assessments
and Taxation of the State of Maryland, reflecting the increase in
the authorized capital stock of the company to 4 billion shares.

A copy of the Articles of Amendment is available for free
http://ResearchArchives.com/t/s?2e4d

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family         
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.
  

THORNBURG MORTGAGE: Board Approves Executive Indemnification Pact
-----------------------------------------------------------------
The Board of Directors of Thornburg Mortgage, Inc. approved a form
of indemnification agreement to be entered into with each of its
current and future directors and executive officers, as well as
certain former executive officers and advisory directors.  The
board specifically approved entering into the agreement with each
of these current executive officers and directors, including Anne-
Drue M. Anderson, Director, David A. Ater, Director, Eliot R.
Cutler, Director, Paul G. Decoff, Senior Executive Vice President
and Chief Lending Officer, Larry A. Goldstone, President, Chief
Executive Officer and Director, Ike Kalangis, Director, David J.
Matlin, Director, Francis I. Mullin, III, Director, Mark R.
Patterson, Director, Stuart C. Sherman, Director, Clarence G.
Simmons, III, Senior Executive Vice President and Chief Financial
Officer, and Garrett Thornburg, Chairman of the Board and
Director.

The Indemnification Agreement permits indemnification to the
fullest extent now or hereafter permitted by the Corporations and
Associations Article of the Annotated Code of Maryland, as amended
from time to time.  It is possible that the applicable law could
change the degree to which indemnification is expressly permitted;
provided, however, that no change in Maryland law will reduce the
benefits available to an officer, director or advisory director
thereunder based on Maryland law as in effect on the date therein.

The Indemnification Agreement covers losses, liabilities, claims,
damages and expenses, including reasonable attorneys' fees,
arising from the fact that the officer, director or advisory
director is or was an officer, director or advisory director of
the Company, or was serving at the request of the Company.  The
Indemnification Agreement obligates the company to promptly
advance, within ten business days of an officer, director or
advisory director's request, all expenses incurred in connection
with any indemnification claim.  The officer or director is, in
turn, obligated to reimburse the company for all amounts so
advanced if it is later determined that the officer or director is
not entitled to indemnification. The indemnification provided
under the Indemnification Agreement is not exclusive of any other
indemnity rights; however, double payment to the officer, director
or advisory director is prohibited.  The officer, director or
advisory director is entitled to contribution from the company if
indemnification pursuant to the Indemnification Agreement is
unavailable or insufficient to hold such officer, director or
advisory director harmless.

A full-text copy of the Indemnification Agreement is available for
free at http://ResearchArchives.com/t/s?2e4c

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family         
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.
  

THORNBURG MORTGAGE: Board Approves Employees' Phantom Stock Rights
------------------------------------------------------------------
The Compensation Committee of the Board of Directors of Thornburg
Mortgage Inc. approved the amounts of one-time special awards of
Phantom Stock Rights to certain employees, including the company's
executive officers, pursuant to the Amended and Restated 2002
Long-Term Incentive Plan.  In connection with the awards, Larry A.
Goldstone, the company's Chief Executive Officer and President,
received 4,908,743 PSRs, Clarence G. Simmons, III, the company's
Senior Executive Vice President and Chief Financial Officer,
received 919,023 PSRs, and Paul G. Decoff, the company's Senior
Executive Vice President and Chief Lending Officer, received
515,634 PSRs.

On April 29, 2008, at a meeting of the Committee on April 22,
2008, management expressed its concerns about the effects on
employee morale resulting from the decline in value of the
employees' PSRs, which represent a significant portion of their
compensation, the continued volatility in the mortgage industry
and employees' concerns about the effects of that volatility on
the future of the industry and the company.  Management also
reported that several key employees had left the company, and
others were considering leaving.  Based on management's concerns
about employee morale and the departure of key employees, the
Committee approved in concept the granting of one-time special
awards of PSRs to certain employees to induce them to remain with
the company.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family         
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.
  

TREY RESOURCES: March 31 Balance Sheet Upside-Down by $4,031,074
----------------------------------------------------------------
Trey Resources Inc.'s consolidated balance sheet at March 31,
2008, showed $1,657,481 in total assets and $5,688,555 in total
liabilities, resulting in a $4,031,074 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,135,572 in total current assets
available to pay $5,607,808 in total current liabilities.

The company reported a net loss of $195,751 on net sales of
$1,949,890 for the first quarter ended March 31, 2008, compared
with a net loss of $191,593 on net sales of $2,118,358 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?2e61

                       Going Concern Doubt

Bagell, Josephs, Levine & Company, LLC, in Marlton, New Jersey,
expressed substantial doubt about Trey Resources 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 pointed to the company's
substantial accumulated deficits and operating losses.

                       About Trey Resources

Headquartered in Livingston, New Jersey, Trey Resources Inc.
(OTC BB: TYRIA) -- http://www.treyresources.com/-- operates as a  
business consultant, value-added reseller, and developer of
financial accounting software to small and medium-sized businesses
in the United States.  It also publishes its own proprietary
electronic data interchange software, MAPADOC, which is used to
automate existing processes.  


TRIAD GUARANTY: July Runoff Cues Fitch to Retain Negative Watch
---------------------------------------------------------------
Triad Guaranty Inc. and Triad Guaranty Insurance Corporation both
remain on Rating Watch Negative by Fitch Ratings following the
announcement that Triad will be going into runoff effective July
15.  Fitch originally placed Triad on Rating Watch Negative on
Oct. 25, 2007 and last downgraded the ratings on May 2.

Fitch currently rates both entities as:

Triad Guaranty
  -- Long-term Issuer 'CCC'.

Triad
  -- Insurer Financial Strength 'BB'.

It appears that Triad Guaranty's plan to create a new mortgage
insurer with an investor group led by Lightyear Capital LLC will
be abandoned.

The ratings of Triad and Triad Guaranty already incorporated a
high probability of the company ultimately entering into runoff.
To a certain extent, however, Fitch believes that the creation of
a new mortgage insurer under the ownership of Lightyear could have
potentially been a favorable development for Triad's policyholders
in that the process could have facilitated Triad's ability to
retain key staff that will be needed for an orderly and effective
runoff of Triad's existing insured portfolio.  Without the
formation of a new mortgage insurer, Fitch will monitor whether
Triad will be able to retain the necessary operating staff to
manage the runoff.

In addition, Fitch will continue to monitor the ultimate loss
development of Triad's insured portfolio.  Fitch believes that
Triad's margin of safety to meet policyholder obligations could
become pressured if delinquency and loss development continue at a
sustained pace.  Additionally, Fitch notes that the 2007 vintage,
a significant portion of which was made up of loans with loan-to-
value ratios of 95% or greater, is currently exhibiting
delinquency trends that are materially higher than the troubled
2006 vintage for Triad and the rest of the U.S. mortgage insurers.

Fitch believes higher claim rates will possibly be offset by the
probability that many potential claims on mortgage insurance
policies may be determined to be ineligible for coverage, leading
to high rescission and claim denial activity, especially within
the 2007 vintage and to a lesser degree, the 2006 vintage.  Fitch
expects that the levels of rescissions related to these vintages
will be significantly higher than historical experience for the
mortgage insurance industry in general, particularly within the
Alt-A sector, thus reducing the amount of losses that will be
incurred by Triad and the mortgage insurance industry.  Moreover,
Fitch believes that Triad may have greater willingness to rescind
claims given its future runoff status.  Triad is also expected to
receive material capital benefit from lender captive mortgage
reinsurance company arrangements.

Fitch will continue to monitor Triad's ability to execute an
orderly runoff as well as loss developments within the insured
portfolio and the extent to which captive reinsurance and
rescission activity offset these losses.  At the present time,
Fitch anticipates that the capital currently located in Triad will
remain at the regulated insurance company for the benefit of
policyholders.  Any actions taken over the intermediate-term to
extract capital from Triad could place additional negative
pressure on Triad and Triad Guaranty's ratings.

Triad Guaranty is a holding company that provides private mortgage
insurance coverage in the United States through Triad, its wholly
owned subsidiary.  For Mar. 31, 2008, Triad Guaranty reported
consolidated assets under Generally Accepted Accounting Principles
of $1.1 billion and shareholders' equity of approximately
$338 million.


TRIAD GUARANTY: July Runoff Prompts S&P to Retain Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that all of its ratings on
Triad Guaranty Inc. (BB/Watch Neg/--; TGIC) and TGIC's mortgage
insurance subsidiary, Triad Guaranty Insurance Corp. (BBB/Watch
Neg/--; Triad), will remain on CreditWatch with negative
implications.
     
"This follows TGIC's announcement that it will now cease writing
new mortgage insurance policies effective July 15, 2008, and go
into runoff," said Standard & Poor's credit analyst James Brender.
Claims have depleted Triad's capital to a level that makes it
imprudent to assume new liabilities, and the company has been
unable to raise additional capital.
     
"Triad's decision to cease writing new mortgage insurance policies
was not unexpected," added Mr. Brender.  "When we downgraded Triad
on April 3, 2008, we stated that Triad would eventually go into
runoff." Standard & Poor's is in the process of comparing Triad's
current liabilities and potential losses to its resources.
     
S&P expect to resolve the CreditWatch within a month.  The
possible resolutions of the CreditWatch could vary from an
affirmation with a negative outlook to a multiple notch downgrade.


U.S. SHIPPING: Market Climate Still Tough Due to High Oil Prices
----------------------------------------------------------------
U.S. Shipping Partners L.P. disclosed that while it experienced
increased demand for its Integrated Tug Barges and increased
utilization of its chemical fleet since the filing last month of
its Quarterly Report on Form 10-Q for the first quarter of 2008,
business conditions remain challenging due to high crude oil
prices and reduced demand in the Jones Act market.  There can be
no assurance that this improved performance will continue in
future months.  In addition, despite improved market conditions
since the filing of the Form 10-Q, utilization and spot market
rates remain lower than in the comparable period in 2007.

As disclosed in the Troubled Company Reporter on May 19, 2008, the
Partnership has retained Greenhill & Co. LLC and Jefferies &
Company to assist it in exploring strategic alternatives, which
could include, among other things, a sale or recapitalization of
the Partnership, the sale of new equity or other methods of
enhancing the capitalization and liquidity of the Partnership.  In
order to give the Partnership adequate time to pursue strategic
alternatives, the Partnership has, based on discussions with the
agent bank for its lenders, determined to enter into negotiations
with its lenders to amend certain financial ratio covenants under
its senior credit facility.

As previously announced, due to market conditions, the Partnership
may fall out of compliance with these covenants as measured at the
end of the second or third quarter.  There can be no assurance
that the negotiations to amend these covenants will be successful.  
If the Partnership is not in compliance with its financial
covenants, the lenders will have a number of remedies, including
preventing the Partnership from making additional borrowings under
its revolving credit facility and not permitting the Partnership
to make distributions on its common units until the Partnership is
again in compliance.  The Partnership expects that any amendment
to its financial covenants will require the payment of fees and a
higher rate of interest, which would negatively impact the
Partnership's results of operations, and will likely require the
suspension of the Partnership's common unit distribution.

U.S. Shipping Partners L.P. (NYSE: USS) -- http://www.usslp.com/  
-- is a leading provider of long-haul marine transportation
services, principally for refined petroleum products,
petrochemical and commodity chemical products, in the U.S.
domestic "coastwise" trade.  The partnership's existing fleet
consists of eleven tank vessels: six integrated tug barge units;
one product tanker; three chemical parcel tankers and one ATB that
was delivered in June 2007 and entered service in July 2007.

                          *     *     *

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's Investors Service lowered its debt ratings of U.S.
Shipping Partners L.P. -- Corporate Family and Probability of
Default, each to Caa3 from Caa1, senior secured to Caa2 from B3
and second lien senior secured to Ca from Caa3.  The rating
outlook is negative.


VERDIER PLANTATION: Wants Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------------
Security Bank of Kansas City, a creditor of Verdier Plantation
LLC, asks the United States Bankruptcy Court for the District of
Southern Carolina to convert the Debtor's Chapter 11 case to a
Chapter 7 liquidation proceeding or, in the alternative, appoint a
Chapter 11 Trustee.

Security Bank wants the case converted because of:

   a) substantial loss of the estate's value and the absence of a
      reasonable likelihood of rehabilitation;

   b) gross mismanagement of the estate;

   c) failure to maintain appropriate insurance that poses a risk
      of the Debtors' estate; and

   d) unauthorized use of cash collateral substantially harmful to
      creditors.

Tara E. Nauful, Esq., at Haynsworth Sinkler Boyd, P.A., relates
that the Debtors owe $25,823,347 by virtue of two promissory notes
and loan documents to Security Bank.  The Debtor have defaulted
under the terms of their loan documents, Ms. Nauful adds.

In October, Security Bank commenced state court foreclosure
actions to collect its debts, and obtained an order from the state
court appointing a receiver to manage the mortgaged property
valued at $24,200,000, which property consists of undeveloped
commercial acreage and adjacent 20 unit condominium project, Ms.
Nauful relates.

Furthermore, Security Bank believes that the Debtors have no
available funds to pay the present expenses associated with the
property.

                        About Empire Land

Headquartered in Ontario, California, Empire Land, LLC, dba Empire
Land Development, LLC -- http://www.epinc.com/-- develops   
communities and other land construction projects located in
California and Arizona.  As of March 31, 2008, the company owned
at least 11,800 lost in 14 separate land projects.

The company and seven of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. C.D. Calif. Lead Case No.08-
14592).

James Stang, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region  16 has appointed three creditors to serve on
an Official Committee of Unsecured Creditors in this cases.  The
Committee selected Landau & Berger LLP as its general bankruptcy
counsel.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


WCI COMMUNITIES: Special Panel to Review Restructuring Proposals
----------------------------------------------------------------
The Board of Directors of WCI Communities, Inc., formed a Special
Committee of disinterested members of the Board of Directors to
review and evaluate alternative restructuring proposals that the
company may receive from potential investors, including
affiliates, on behalf of the Board of Directors and WCI.  The
Special Committee is comprised of Don E. Ackerman, who will serve
as Chairman of the committee, Charles E. Cobb, Jr., Hilliard M.
Eure, III and Jonathan R. Macey.

The company previously disclosed that it has retained Lazard
Frères & Co. LLC as its financial advisor to assist the company in
developing various restructuring alternatives, which would include
addressing its 4.0% Contingent Convertible Senior Subordinated
Notes due 2023, which become puttable to the company at par on
Aug. 5, 2008.  

WCI Communities Inc. (NYSE: WCI) -- http://www.wcicommunities.com/  
-- named America's Best Builder in 2004 by the National
Association of Home Builders and Builder Magazine, has been
creating amenity-rich, master-planned lifestyle communities since
1946.  Florida-based WCI caters to primary, retirement, and
second-home buyers in Florida, New York, New Jersey, Connecticut,
Maryland and Virginia.  

The company offers traditional and tower home choices with prices
from the high-$100,000s to more than $10.0 million and features a
wide array of recreational amenities in its communities.  In
addition to homebuilding, WCI generates revenues from its
Prudential Florida WCI Realty Division, and title businesses, and
its recreational amenities, as well as through land sales and
joint ventures. The company currently owns and controls
developable land on which the company plans to build over 15,000
traditional and tower homes.

The company operates in three principal business segments: Tower
Homebuilding, Traditional Homebuilding, which includes sales of
lots, and Real Estate Services, which includes real estate
brokerage and title operations.

                         *     *     *

As disclosed in the Troubled Company Reporter on May 23, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on WCI Communities Inc. to 'CC' from 'CCC'.  Concurrently,
S&P lowered its ratings on $650 million of subordinated notes to
'C' from 'CC'.  The outlook remains negative.

WCI Communities Inc. still carries Moody's Investors Service's
Caa2 corporate family and Caa3 senior subordinate ratings.  
Outlook is negative.

                        Going Concern Doubt

Ernst & Young LLP, in Miami, Florida, expressed substantial doubt
about WCI Communities Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  

Holders of the company's $125.0 million, 4.0% Contingent
Convertible Senior Subordinated Notes due 2023 have an option of
requiring the company to repurchase the convertible notes at a
price of 100.0% of the principal amount on Aug. 5, 2008.  Pursuant
to certain amendments in the company's revolving credit facility  
and Senior Term Loan Agreement, the company will need to have
sufficient liquidity after giving effect to, on a pro forma basis,
the repurchase of the convertible notes.

The company does not anticipate having sufficient liquidity to
satisfy bank covenant liquidity tests.  If the company is unable
to obtain an amendment or waiver, issue exchange securities, or
otherwise satisfy its obligations to repurchase the convertible
otes, the convertible note holders would have the right to
exercise remedies specified in the Indenture, including
accelerating the maturity of the convertible notes, which would
result in the acceleration of substantially all of the company's
other outstanding indebtedness.  

In addition, if the company is determined to be in default on the
convertible notes, it may be prohibited from drawing additional
funds under the revolving credit facility, which could impair its
ability to maintain sufficient working capital.


WELLCARE HEALTH: Lower Statutory Surplus Cue S&P to Chip Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WellCare Health Plans Inc. to 'B' from 'B+'.
     
Standard & Poor's also said that the rating remains on
CreditWatch, where it was placed on Oct. 25, 2007, with negative
implications.
      
"The downgrade reflects WellCare's lower-than-expected level of
statutory surplus," explained Standard & Poor's credit analyst
Hema Singh.  "Based on a review of unaudited statutory results for
its insurance operating subsidiaries for year-end 2007, the level
of statutory surplus is significantly lower than our 2007
expectation.  In addition, its earnings margin eroded in the first
quarter of 2008 because according to a review of statutory
financial information, the medical loss ratio in the company's
core Florida marketplace increased."
     
S&P placed the rating on CreditWatch negative in connection with
an investigation initiated by the U.S. Federal Bureau of
Investigation, the U.S. Department of Health and Human Service
Office of Inspector General, and the Florida attorney general's
Medicaid Fraud Control unit.  S&P continue to view this as a
material adverse development with possibly meaningful downside
consequences for the company's credit profile.  The ratings are on
CreditWatch negative to reflect the potential impact of sustained
business and financial profile challenges, which could further
pressure the company's credit profile.  

Areas of concern include ongoing uncertainty about the scope of
the investigation and the potential for contract rescission.  "If
WellCare were to lose its ability to conduct business in certain
core markets or become financially distressed in connection with
developments related to the investigation, we could lower the
ratings again," Ms. Singh added.


WILSONS LEATHER: Names Timothy Becker as Interim Chief Executive
----------------------------------------------------------------
Wilsons The Leather Experts Inc. appointed Timothy G. Becker as
Interim Chief Executive Officer.  Mr. Becker is a Principal at
Lighthouse Management Group Inc., a professional firm of
turnaround specialists.  Mr. Becker has held that position since
1993.

Wilsons Leather previously retained Lighthouse Management to
assist the company with its cost reduction and cash management
efforts.  Mr. Becker beneficially owns 50% of the equity interests
of Lighthouse Management.  Wilsons Leather will pay Lighthouse
Management an hourly rate for Mr. Becker's services, including his
services as Interim Chief Executive Officer.  The amount paid by
Wilsons Leather to Lighthouse Management in fiscal 2008 may exceed
$120,000, in which case the relationship would require disclosure
as a related person transaction between Mr. Becker and Wilsons
Leather.

Mr. Becker will hold the office of Interim Chief Executive Officer
until his death, resignation or removal or the election of his
successor.

Michael T. Sweeney resigned his position as Chairman of the Board
of Directors, and William F. Farley, a current member of the
company's board of directors, was appointed as Chairman of the
Board.  Mr. Sweeney remains a member of the board of directors.

Headquartered in Brooklyn Park, Minnesota, Wilsons The Leather
Experts Inc. (NASDAQ:WLSN) -- http://www.wilsonsleather.com/-- is    
a specialty retailer of leather outerwear, accessories and apparel
in the United States.  As of May 3, 2008, Wilsons Leather operated
228 stores located in 39 states, including 100 mall stores, 114
outlet stores and 14 airport stores.

As of May 3, 2008, the company's balance sheet showed total assets
of $64.7 million, total liabilities of $43.2 million, preferred
stock of $40.2 million, and total common shareholders' deficit of
$18.7 million.


WORLD HEART: Voluntarily Delists from Toronto Stock Exchange
------------------------------------------------------------
World Heart Corporation determined to voluntarily delist its
common shares from the Toronto Stock Exchange on June 13, 2008.  
The company's business moved primarily to the United States in
2005 and approximately 80% of the stock trades occur on the NASDAQ
Capital Market.

The companys common shares continue to be listed on the NASDAQ
Capital Market.

World Heart Corp. (TSX: WHT) -- http://www.worldheart.com/-- is a   
developer of mechanical circulatory support systems.  The company
is headquartered in Oakland, Calif. with additional facilities in
Salt Lake City, and Herkenbosch, Netherlands.  WorldHeart's
registered office is Ottawa, Ontario, Canada.

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about World Heart Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditor pointed
to the company's recurring losses.  The company said it expects to
continue to generate operating losses at least through 2008 and
2009.


* S&P Places Five US Synthetic CDO Ratings Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings of five
tranches from five U.S. synthetic collateralized debt obligation
transactions on CreditWatch with negative implications.
     
The five U.S. synthetic CDO tranche ratings have a direct link to
the ratings on their respective reference obligations, which S&P
lowered in conjunction with its rating actions affecting rated CDO
of asset-backed securities over the past few days.  The tranches
with ratings placed on CreditWatch have a total issuance amount of
$230 million.


              Ratings Placed on Creditwatch Negative
                         
     Transaction                                Rating  
     -----------                                ------
    AMPSS 2007-4 SPC             Class    To               From
    ----------------             -----    --               ----
     I Segregated Portfolio      Notes    BB/Watch Neg     BB
     II Segregated Portfolio     Notes    BB/Watch Neg     BB
     III Segregated Portfolio    Notes    BB/Watch Neg     BB
     IV Segregated Portfolio     Notes    BB/Watch Neg     BB
     Coliseum SPC
     acting for  the account
     of Chalfont 2007-1
     segregated portfolio notes  Notes    BBB-/Watch Neg   BBB-


* BOND PRICING: For the Week of June 16 to June 20, 2008
--------------------------------------------------------

Issuer                        Coupon   Maturity   Price
------                        ------   --------   -----
AIRTRAN HOLDINGS               7.000%   07/01/23      71
ABC RAIL PRODUCT              10.500%   01/15/04       0
ABC RAIL PRODUCT              10.500%   12/31/04     100
ABITIBI-CONS FIN               7.875%   08/01/09      75
BOWATER INC                    9.500%   10/15/12      63
BOWATER INC                    6.500%   06/15/13      66
BOWATER INC                    9.375%   12/15/21      69
AMBAC INC                      7.500%   05/01/23      66
AMBAC INC                      5.950%   12/05/35      49
AMBAC INC                      6.150%   02/07/87      26
AMERICREDIT CORP               0.750%   09/15/11      71
AMERICREDIT CORP               2.125%   09/15/13      67
ADVANTA CAP TR                 8.990%   12/17/26      68
ALESCO FINANCIAL               7.625%   05/15/27      59
ANTIGENICS                     5.250%   02/01/25      45
ATHEROGENICS INC               4.500%   03/01/11      11
ATHEROGENICS INC               1.500%   02/01/12      10
ASSURED GUARANTY               6.400%   12/15/66      74
ALLEGIANCE TEL                11.750%   02/15/08       7
ALLEGIANCE TEL                12.875%   05/15/08       7
ALION SCIENCE                 10.250%   02/01/15      71
LUCENT TECH                    6.500%   01/15/28      76
AMD                            6.000%   05/01/15    N.A.
AMD                            6.000%   05/01/15      71
AMER COLOR GRAPH              10.000%   06/15/10      35
AMER TISSUE INC               12.500%   07/15/06       0
AMES TRUE TEMPER              10.000%   07/15/12      69
AMBASSADORS INTL               3.750%   04/15/27      53
AMR CORP                       9.000%   08/01/12      72
AM AIRLN EQ TRST              10.680%   03/04/13      65
AM AIRLN PT TRST               9.730%   09/29/14      72
AMR CORP                       9.000%   09/15/16      67
AM AIRLN PT TRST               8.390%   01/02/17      73
AM AIRLN PT TRST               7.377%   05/23/19      69
AMR CORP                      10.200%   03/15/20      74
AMR CORP                      10.150%   05/15/20      68
AMR CORP                       9.880%   06/15/20      61
AMR CORP                      10.000%   04/15/21      65
AMR CORP                       9.750%   08/15/21      70
ALERIS INTL INC               10.000%   12/15/16      73
ASHTON WOODS USA               9.500%   10/01/15      57
ASPECT MEDICAL                 2.500%   06/15/14      57
ASPECT MEDICAL                 2.500%   06/15/14    N.A.
AT HOME CORP                   4.750%   12/15/06       0
AVENTINE RENEW                10.000%   04/01/17      73
BANK NEW ENGLAND               9.500%   02/15/96     100
BANK NEW ENGLAND               8.750%   04/01/99       7
BANK NEW ENGLAND               9.875%   09/15/99       7
BBN CORP                       6.000%   04/01/12       0
BUDGET GROUP INC               9.125%   04/01/06       0
BEARINGPOINT INC               3.100%   12/15/24      41
BEARINGPOINT INC               4.100%   12/15/24      38
BELL MICROPRODUC               3.750%   03/05/24      70
BALLY TOTAL FITN              13.000%   07/15/11      68
BANKUNITED CAP                 3.125%   03/01/34      42
BURLINGTON NORTH               3.200%   01/01/45      50
NORTHERN PAC RY                3.000%   01/01/47      54
NORTHERN PAC RY                3.000%   01/01/47      75
BUFFETS INC                   12.500%   11/01/14       3
BON-TON DEPT STR              10.250%   03/15/14      75
BORLAND SOFTWARE               2.750%   02/15/12      69
BRODER BROS CO                11.250%   10/15/10      68
BUFFALO THUNDER                9.375%   12/15/14    N.A.
CONTL AIRLINES                 8.750%   12/01/11      70
CAPMARK FINL GRP               6.300%   05/10/17      73
COGENT COMMUNICA               1.000%   06/15/27      67
COMPUCREDIT                    3.625%   05/30/25      50
COMPUCREDIT                    5.875%   11/30/35      43
CLEAR CHANNEL                  5.000%   03/15/12      76
CLEAR CHANNEL                  5.750%   01/15/13      72
CLEAR CHANNEL                  5.500%   09/15/14      66
CLEAR CHANNEL                  4.900%   05/15/15      63
CLEAR CHANNEL                  5.500%   12/15/16      60
CLEAR CHANNEL                  6.875%   06/15/18      64
CLEAR CHANNEL                  7.250%   10/15/27      59
WITCO CORP                     6.875%   02/01/26      70
COUNTRYWIDE HOME               5.000%   05/16/13      75
COUNTRYWIDE HOME               5.900%   01/24/18      72
COUNTRYWIDE HOME               6.000%   01/24/18      74
COUNTRYWIDE HOME               5.500%   05/16/18      68
COUNTRYWIDE FINL               5.250%   05/11/20      64
COUNTRYWIDE FINL               5.250%   05/27/20      67
COUNTRYWIDE FINL               6.000%   03/23/21      68
COUNTRYWIDE FINL               6.000%   04/06/21      72
COUNTRYWIDE FINL               6.000%   04/13/21      66
COUNTRYWIDE FINL               6.125%   04/26/21      69
COUNTRYWIDE HOME               6.000%   05/16/23      65
COUNTRYWIDE FINL               6.000%   03/16/26      67
COUNTRYWIDE HOME               6.150%   06/25/29      71
COUNTRYWIDE HOME               6.200%   07/16/29      66
COUNTRYWIDE HOME               6.000%   07/23/29      68
COUNTRYWIDE FINL               6.000%   11/22/30      66
COUNTRYWIDE FINL               5.750%   01/24/31      64
COUNTRYWIDE FINL               5.800%   01/27/31      64
COUNTRYWIDE FINL               6.000%   11/14/35      65
COUNTRYWIDE FINL               6.000%   12/14/35      66
COUNTRYWIDE FINL               6.000%   02/08/36      65
COUNTRYWIDE FINL               6.300%   04/28/36      67
CHARMING SHOPPES               1.125%   05/01/14      64
CHS ELECTRONICS                9.875%   04/15/05     100
CHARTER COMM HLD              11.125%   01/15/11      70
CHARTER COMM HLD              10.000%   05/15/11      70
CHARTER COMM HLD              11.750%   05/15/11      67
CCH I LLC                     11.125%   01/15/14      72
CCH I LLC                      9.920%   04/01/14      72
CCH I LLC                     10.000%   05/15/14      70
CHARTER COMM LP                6.500%   10/01/27      60
CIT GROUP INC                  6.500%   03/15/11      72
CIT GROUP INC                  6.250%   01/15/13      72
CIT GROUP INC                  6.250%   01/15/13      75
CIT GROUP INC                  5.500%   08/15/13      71
CIT GROUP INC                  5.050%   09/15/14      68
CIT GROUP INC                  4.950%   02/15/15      70
CIT GROUP INC                  6.150%   05/15/16      72
CIT GROUP INC                  5.950%   09/15/16      69
CIT GROUP INC                  6.050%   09/15/16      70
CIT GROUP INC                  6.000%   11/15/16      70
CIT GROUP INC                  5.800%   12/15/16      68
CIT GROUP INC                  6.250%   11/15/17      74
CIT GROUP INC                  6.150%   09/15/21      68
CIT GROUP INC                  6.250%   09/15/21      68
CIT GROUP INC                  6.250%   11/15/21      73
CIT GROUP INC                  5.950%   02/15/22      69
CIT GROUP INC                  5.900%   03/15/22      70
CIT GROUP INC                  6.000%   05/15/22      69
CIT GROUP INC                  6.100%   03/15/67      55
COLLINS & AIKMAN              10.750%   12/31/11       0
CLAIRE'S STORES                9.250%   06/01/15      68
CLAIRE'S STORES                9.625%   06/01/15      59
CLAIRE'S STORES               10.500%   06/01/17      54
COMERICA CAP TR                6.576%   02/20/37      69
CMP SUSQUEHANNA                9.875%   05/15/14      72
NEW PLAN REALTY                7.970%   08/14/26      68
NEW PLAN REALTY                7.650%   11/02/26      69
NEW PLAN REALTY                7.680%   11/02/26      65
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN REALTY                6.900%   02/15/28      68
NEW PLAN EXCEL                 7.500%   07/30/29      67
NEW ORL GRT N RR               5.000%   07/01/32      60
CONSTAR INTL                  11.000%   12/01/12      56
CONEXANT SYSTEMS               4.000%   03/01/26      76
COLOR TILE INC                10.750%   12/15/01     100
CAPITALSOURCE                  3.500%   07/15/34      70
CV THERAPEUTICS                3.250%   08/16/13      75
CITIZENS UTIL CO               7.000%   11/01/25      77
DELTA AIR LINES                9.875%   04/30/08    N.A.
DELTA AIR LINES                8.000%   12/01/15      57
DELTA AIR LINES               10.500%   04/30/16    N.A.
DECODE GENETICS                3.500%   04/15/11      39
DILLARD DEPT STR               7.750%   07/15/26      75
DILLARD DEPT STR               7.750%   05/15/27      80
DILLARDS INC                   7.000%   12/01/28      71
DELTA MILLS INC                9.625%   09/01/07      10
FIN SEC ASSUR                  6.400%   12/15/66      74
DENDREON CORP                  4.750%   06/15/14      73
DELPHI CORP                    6.500%   08/15/13      42
DELPHI CORP                    8.250%   10/15/33      10
DURA OPERATING                 9.000%   05/01/09       0
DURA OPERATING                 8.625%   04/15/12      11
DOWNEY FINANCIAL               6.500%   07/01/14      69
EDDIE BAUER HLDG               5.250%   04/01/14      71
EPIX MEDICAL INC               3.000%   06/15/24      61
EXODUS COMM INC                4.750%   07/15/08       0
FORD MOTOR CRED                6.650%   10/21/13      75
FORD MOTOR CRED                6.250%   12/20/13      74
FORD MOTOR CRED                6.250%   12/20/13      75
FORD MOTOR CRED                6.500%   12/20/13      74
FORD MOTOR CRED                5.650%   01/21/14      74
FORD MOTOR CRED                5.750%   01/21/14      72
FORD MOTOR CRED                6.000%   01/21/14      73
FORD MOTOR CRED                5.750%   02/20/14      75
FORD MOTOR CRED                5.750%   02/20/14      74
FORD MOTOR CRED                5.900%   02/20/14      74
FORD MOTOR CRED                6.050%   02/20/14      76
FORD MOTOR CRED                6.000%   03/20/14      74
FORD MOTOR CRED                6.000%   03/20/14      72
FORD MOTOR CRED                6.000%   03/20/14      71
FORD MOTOR CRED                6.050%   03/20/14      74
FORD MOTOR CRED                6.050%   04/21/14      70
FORD MOTOR CRED                6.250%   04/21/14      68
FORD MOTOR CRED                6.350%   04/21/14      74
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.300%   05/20/14      73
FORD MOTOR CRED                6.650%   06/20/14      75
FORD MOTOR CRED                6.750%   06/20/14      75
FORD MOTOR CRED                6.800%   06/20/14      71
FORD MOTOR CRED                6.000%   11/20/14      74
FORD MOTOR CRED                6.000%   11/20/14      73
FORD MOTOR CRED                6.050%   12/22/14      71
FORD MOTOR CRED                6.050%   12/22/14      75
FORD MOTOR CRED                6.150%   12/22/14      72
FORD MOTOR CRED                6.000%   01/20/15      72
FORD MOTOR CRED                6.150%   01/20/15      73
FORD MOTOR CRED                6.250%   01/20/15      70
FORD MOTOR CRED                6.050%   02/20/15      70
FORD MOTOR CRED                6.100%   02/20/15      71
FORD MOTOR CRED                6.200%   03/20/15      69
FORD MOTOR CRED                6.250%   03/20/15      74
FORD MOTOR CRED                6.500%   03/20/15      71
FORD MOTOR CRED                6.800%   03/20/15      74
FORD MOTOR CRED                7.350%   09/15/15      75
FORD MOTOR CRED                7.250%   07/20/17      68
FORD MOTOR CRED                7.250%   07/20/17      72
FORD MOTOR CRED                7.400%   08/21/17      73
FORD MOTOR CO                  6.500%   08/01/18      66
FORD HOLDINGS                  9.375%   03/01/20      81
FORD MOTOR CO                  8.875%   01/15/22      70
FORD MOTOR CO                  7.125%   11/15/25      60
FORD MOTOR CO                  7.500%   08/01/26      63
FORD MOTOR CO                  6.625%   02/15/28      58
FORD MOTOR CO                  6.625%   10/01/28      59
FORD MOTOR CO                  6.375%   02/01/29      60
FORD HOLDINGS                  9.300%   03/01/30      78
FORD MOTOR CO                  7.450%   07/16/31      67
FORD MOTOR CO                  8.900%   01/15/32      73
FORD MOTOR CRED                7.500%   08/20/32      68
FORD MOTOR CO                  7.750%   06/15/43      59
FORD MOTOR CO                  7.400%   11/01/46      60
FORD MOTOR CO                  7.700%   05/15/97      65
FONTAINEBLEAU LA              10.250%   06/15/15      71
FRANKLIN BANK                  4.000%   05/01/27      33
FIRST DATA CORP                4.500%   06/15/10      74
FIRST DATA CORP                5.625%   11/01/11      74
FIRST DATA CORP                4.700%   08/01/13      50
FIRST DATA CORP                4.850%   10/01/14      48
FIRST DATA CORP                4.950%   06/15/15      49
FAMILY GOLF CTRS               5.750%   10/15/04       0
FEDDERS NORTH AM               9.875%   03/01/14       5
FINLAY FINE JWLY               8.375%   06/01/12      41
FINOVA GROUP                   7.500%   11/15/09      12
FRONTIER AIRLINE               5.000%   12/15/25      23
FIVE STAR QUALIT               3.750%   10/15/26      73
MEDIANEWS GROUP                6.875%   10/01/13      48
MEDIANEWS GROUP                6.375%   04/01/14      46
GOLDEN BOOKS PUB              10.750%   12/31/04       0
GRANCARE INC                   9.375%   09/15/05       0
GEORGIA GULF CRP              10.750%   10/15/16      70
GULF STATES STL               13.500%   04/15/03     100
GENERAL MOTORS                 7.700%   04/15/16      73
GENERAL MOTORS                 8.800%   03/01/21      76
GENERAL MOTORS                 9.400%   07/15/21      77
GENERAL MOTORS                 8.250%   07/15/23      71
GENERAL MOTORS                 8.100%   06/15/24      65
GENERAL MOTORS                 7.400%   09/01/25      61
GENERAL MOTORS                 6.750%   05/01/28      53
GENERAL MOTORS                 8.375%   07/15/33      67
GENERAL MOTORS                 7.375%   05/23/48      62
GMAC                           7.000%   01/15/13      74
GMAC                           6.450%   02/15/13      72
GMAC                           6.800%   02/15/13      72
GMAC                           6.250%   03/15/13      74
GMAC                           6.500%   03/15/13      72
GMAC                           6.750%   04/15/13      74
GMAC                           6.800%   04/15/13      75
GMAC                           6.875%   04/15/13      71
GMAC                           5.850%   05/15/13      73
GMAC                           6.100%   05/15/13      72
GMAC                           6.350%   05/15/13      69
GMAC                           6.500%   05/15/13      73
GMAC                           5.700%   06/15/13      68
GMAC                           5.850%   06/15/13      69
GMAC                           5.850%   06/15/13      67
GMAC                           5.850%   06/15/13      73
GMAC                           6.500%   06/15/13      77
GMAC                           6.000%   07/15/13      73
GMAC                           6.250%   07/15/13      70
GMAC                           6.375%   08/01/13      74
GMAC                           6.500%   08/15/13      72
GMAC                           6.150%   09/15/13      67
GMAC                           5.700%   10/15/13      70
GMAC                           6.250%   10/15/13      71
GMAC                           6.300%   10/15/13      74
GMAC                           6.000%   11/15/13      68
GMAC                           6.100%   11/15/13      70
GMAC                           6.150%   11/15/13      73
GMAC                           6.200%   11/15/13      71
GMAC                           6.250%   11/15/13      71
GMAC                           6.300%   11/15/13      68
GMAC                           6.500%   11/15/13      73
GMAC                           5.700%   12/15/13      68
GMAC                           5.900%   12/15/13      66
GMAC                           5.900%   12/15/13      66
GMAC                           6.000%   12/15/13      71
GMAC                           6.150%   12/15/13      69
GMAC                           5.250%   01/15/14      66
GMAC                           5.350%   01/15/14      71
GMAC                           5.750%   01/15/14      69
GMAC                           6.375%   01/15/14      66
GMAC                           6.700%   05/15/14      70
GMAC                           6.700%   05/15/14      73
GMAC                           6.700%   06/15/14      74
GMAC                           6.750%   06/15/14      67
GMAC                           6.750%   12/01/14      77
GMAC                           6.750%   07/15/16      67
GMAC                           6.600%   08/15/16      60
GMAC                           6.700%   08/15/16      65
GMAC                           6.750%   08/15/16      71
GMAC                           6.875%   08/15/16      64
GMAC                           6.750%   09/15/16      69
GMAC                           7.375%   11/15/16      64
GMAC                           7.500%   11/15/16      69
GMAC                           6.750%   06/15/17      63
GMAC                           6.900%   06/15/17      60
GMAC                           6.950%   06/15/17      60
GMAC                           7.000%   06/15/17      65
GMAC                           7.000%   07/15/17      61
GMAC                           7.500%   08/15/17      66
GMAC                           7.250%   09/15/17      66
GMAC                           7.250%   09/15/17      64
GMAC                           7.250%   09/15/17      62
GMAC                           7.250%   09/15/17      60
GMAC                           7.125%   10/15/17      62
GMAC                           7.200%   10/15/17      60
GMAC                           7.200%   10/15/17      67
GMAC                           7.750%   10/15/17      66
GMAC                           8.000%   10/15/17      70
GMAC                           7.500%   11/15/17      68
GMAC                           7.500%   11/15/17      69
GMAC                           8.000%   11/15/17      69
GMAC                           7.300%   12/15/17      62
GMAC                           7.400%   12/15/17      63
GMAC                           7.500%   12/15/17      67
GMAC                           7.500%   12/15/17      74
GMAC                           7.250%   01/15/18      63
GMAC                           7.300%   01/15/18      66
GMAC                           7.300%   01/15/18      71
GMAC                           7.000%   02/15/18      64
GMAC                           7.000%   02/15/18      60
GMAC                           7.000%   02/15/18      60
GMAC                           6.750%   03/15/18      61
GMAC                           7.000%   03/15/18      65
GMAC                           7.050%   03/15/18      60
GMAC                           7.050%   03/15/18      63
GMAC                           7.050%   04/15/18      59
GMAC                           7.250%   04/15/18      62
GMAC                           7.250%   04/15/18      63
GMAC                           7.350%   04/15/18      62
GMAC                           7.375%   04/15/18      66
GMAC                           6.600%   05/15/18      59
GMAC                           6.850%   05/15/18      60
GMAC                           7.000%   05/15/18      61
GMAC                           6.500%   06/15/18      59
GMAC                           6.650%   06/15/18      58
GMAC                           6.700%   06/15/18      56
GMAC                           6.700%   06/15/18      59
GMAC                           6.750%   07/15/18      60
GMAC                           6.875%   07/15/18      67
GMAC                           6.900%   07/15/18      64
GMAC                           6.900%   08/15/18      61
GMAC                           7.000%   08/15/18      65
GMAC                           7.250%   08/15/18      62
GMAC                           7.250%   08/15/18      70
GMAC                           6.750%   09/15/18      61
GMAC                           6.800%   09/15/18      60
GMAC                           7.000%   09/15/18      62
GMAC                           7.150%   09/15/18      65
GMAC                           7.250%   09/15/18      65
GMAC                           6.650%   10/15/18      59
GMAC                           6.650%   10/15/18      59
GMAC                           6.750%   10/15/18      59
GMAC                           6.800%   10/15/18      66
GMAC                           6.500%   11/15/18      60
GMAC                           6.700%   11/15/18      58
GMAC                           6.750%   11/15/18      63
GMAC                           6.250%   12/15/18      65
GMAC                           6.400%   12/15/18      58
GMAC                           6.500%   12/15/18      62
GMAC                           6.500%   12/15/18      62
GMAC                           5.900%   01/15/19      55
GMAC                           5.900%   01/15/19      57
GMAC                           6.250%   01/15/19      60
GMAC                           5.900%   02/15/19      59
GMAC                           6.000%   02/15/19      62
GMAC                           6.000%   02/15/19      56
GMAC                           6.000%   02/15/19      58
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      56
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   03/15/19      58
GMAC                           6.000%   03/15/19      59
GMAC                           6.000%   04/15/19      58
GMAC                           6.200%   04/15/19      60
GMAC                           6.250%   04/15/19      60
GMAC                           6.350%   04/15/19      57
GMAC                           6.250%   05/15/19      57
GMAC                           6.500%   05/15/19      58
GMAC                           6.750%   05/15/19      63
GMAC                           6.750%   05/15/19      56
GMAC                           6.600%   06/15/19      59
GMAC                           6.600%   06/15/19      58
GMAC                           6.700%   06/15/19      65
GMAC                           6.750%   06/15/19      62
GMAC                           6.750%   06/15/19      61
GMAC                           6.250%   07/15/19      57
GMAC                           6.350%   07/15/19      59
GMAC                           6.350%   07/15/19      60
GMAC                           6.050%   08/15/19      56
GMAC                           6.050%   08/15/19      60
GMAC                           6.150%   08/15/19      64
GMAC                           6.300%   08/15/19      60
GMAC                           6.300%   08/15/19      61
GMAC                           6.000%   09/15/19      56
GMAC                           6.000%   09/15/19      57
GMAC                           6.100%   09/15/19      56
GMAC                           6.150%   09/15/19      57
GMAC                           5.900%   10/15/19      63
GMAC                           6.050%   10/15/19      56
GMAC                           6.125%   10/15/19      57
GMAC                           6.150%   10/15/19      57
GMAC                           6.400%   11/15/19      57
GMAC                           6.400%   11/15/19      59
GMAC                           6.550%   12/15/19      63
GMAC                           6.700%   12/15/19      61
GMAC                           6.500%   01/15/20      58
GMAC                           6.500%   02/15/20      66
GMAC                           6.650%   02/15/20      61
GMAC                           6.750%   03/15/20      65
GMAC                           9.000%   07/15/20      77
GMAC                           7.000%   02/15/21      63
GMAC                           7.000%   09/15/21      60
GMAC                           7.000%   09/15/21      67
GMAC                           7.000%   06/15/22      64
GMAC                           7.000%   11/15/23      64
GMAC                           7.000%   11/15/24      60
GMAC                           7.000%   11/15/24      58
GMAC                           7.000%   11/15/24      62
GMAC                           7.150%   01/15/25      65
GMAC                           7.250%   01/15/25      56
GMAC                           7.250%   02/15/25      64
GMAC                           7.150%   03/15/25      67
GMAC                           7.250%   03/15/25      60
GMAC                           7.500%   03/15/25      67
GMAC                           8.000%   03/15/25      71
OUTBOARD MARINE               10.750%   06/01/08      10
OUTBOARD MARINE                9.125%   04/15/17       7
GLOBALSTAR INC                 5.750%   04/01/28      72
REALOGY CORP                  10.500%   04/15/14      76
REALOGY CORP                  12.375%   04/15/15      55
HUNTINGTON CAPIT               6.650%   05/15/37      69
HUB INTL HOLDING              10.250%   06/15/15      75
COLUMBIA/HCA                   7.050%   12/01/27      78
COLUMBIA/HCA                   7.500%   11/15/95      71
HERBST GAMING                  8.125%   06/01/12      24
HERBST GAMING                  7.000%   11/15/14      22
HARRAHS OPER CO                5.375%   12/15/13      65
HARRAHS OPER CO                5.625%   06/01/15      58
HARRAHS OPER CO                6.500%   06/01/16      60
HARRAHS OPER CO                5.750%   10/01/17      55
HUMAN GENOME                   2.250%   08/15/12      74
HILTON HOTELS                  7.500%   12/15/17      74
HINES NURSERIES               10.250%   10/01/11      58
K HOVNANIAN ENTR               8.875%   04/01/12      76
K HOVNANIAN ENTR               7.750%   05/15/13      67
K HOVNANIAN ENTR               6.500%   01/15/14      69
K HOVNANIAN ENTR               6.375%   12/15/14      69
K HOVNANIAN ENTR               6.250%   01/15/15      69
K HOVNANIAN ENTR               6.250%   01/15/16      68
K HOVNANIAN ENTR               7.500%   05/15/16      69
HERCULES INC                   6.500%   06/30/29      75
HERTZ CORP                     7.000%   01/15/28      75
HEADWATERS INC                 2.500%   02/01/14      71
HEADWATERS INC                 2.500%   02/01/14      68
HAWAIIAN TELCOM                9.750%   05/01/13      40
HAWAIIAN TELCOM               12.500%   05/01/15      26
BORDEN INC                     8.375%   04/15/16      56
BORDEN INC                     9.200%   03/15/21      57
BORDEN INC                     7.875%   02/15/23      47
IDEARC INC                     8.000%   11/15/16      72
ION MEDIA                     11.000%   07/31/13      24
ISOLAGEN INC                   3.500%   11/01/24      15
INDALEX HOLD                  11.500%   02/01/14      55
IRIDIUM LLC/CAP               10.875%   07/15/05       0
IRIDIUM LLC/CAP               11.250%   07/15/05       1
IRIDIUM LLC/CAP               13.000%   07/15/05       1
IRIDIUM LLC/CAP               14.000%   07/15/05       0
JAZZ TECHNOLOGIE               8.000%   12/31/11      69
JETBLUE AIRWAYS                3.750%   03/15/35      70
JB POINDEXTER                  8.750%   03/15/14      73
JONES APPAREL                  6.125%   11/15/34      70
JPMORGAN CHASE                10.000%   07/31/08      70
JPMORGAN CHASE                12.000%   07/31/08      36
JPMORGAN CHASE                 9.500%   09/29/08      70
KEYSTONE AUTO OP               9.750%   11/01/13      64
KELLSTROM INDS                 5.750%   10/15/02       0
KEMET CORP                     2.250%   11/15/26      69
KEMET CORP                     2.250%   11/15/26      70
KIMBALL HILL INC              10.500%   12/15/12       2
KAISER ALUMINUM               12.750%   02/01/03       5
K MART FUNDING                 8.800%   07/01/10       1
KMART 95-K1 PT                 8.990%   07/05/10    N.A.
KMART 95-K4 PT                 9.350%   01/02/20       0
KMART 95-K2 PT                 9.780%   01/05/20    N.A.
KRATON POLYMERS                8.125%   01/15/14      64
KELLWOOD CO                    7.625%   10/15/17      66
LIBERTY MEDIA                  4.000%   11/15/29      56
LIBERTY MEDIA                  3.750%   02/15/30      56
LIBERTY MEDIA                  3.500%   01/15/31      54
LIBERTY MEDIA                  3.250%   03/15/31      67
LAZYDAYS RV                   11.750%   05/15/12      73
US AIRWAYS GROUP               7.000%   09/30/20      70
LIFETIME BRANDS                4.750%   07/15/11      72
LEHMAN BROS HLDG               5.500%   04/15/23      79
LEHMAN BROS HLDG               5.000%   05/28/23      78
LEHMAN BROS HLDG               4.800%   06/24/23      72
LEHMAN BROS HLDG               5.750%   12/16/28      70
LEHMAN BROS HLDG               5.750%   12/23/28      77
LEHMAN BROS HLDG               5.600%   03/02/29      76
LEHMAN BROS HLDG               5.700%   04/13/29      77
LEHMAN BROS HLDG               5.550%   01/25/30      75
LEHMAN BROS HLDG               5.450%   02/22/30      72
LEHMAN BROS HLDG               5.625%   03/15/30      73
LEHMAN BROS HLDG               5.500%   08/02/30      73
LEHMAN CAP VII                 5.857%      N.A.       72
LEINER HEALTH                 11.000%   06/01/12       2
CHENIERE ENERGY                2.250%   08/01/12      54
LIFECARE HOLDING               9.250%   08/15/13      61
EQUISTAR CHEMICA               7.550%   02/15/26      71
MILLENNIUM AMER                7.625%   11/15/26      58
MAJESTIC STAR                  9.750%   01/15/11      34
MBIA INC                       7.000%   12/15/25      77
MBIA INC                       6.625%   10/01/28      68
MAGNA ENTERTAINM               7.250%   12/15/09      51
MAGNA ENTERTAINM               8.550%   06/15/10      53
MERRILL LYNCH                 10.000%   03/06/09    N.A.
MERRILL LYNCH                 11.000%   04/28/09    N.A.
MERRILL LYNCH                  8.100%   06/04/09    N.A.
MERRILL LYNCH                 12.000%   03/26/10    N.A.
MERIX CORP                     4.000%   05/15/13      53
METALDYNE CORP                11.000%   06/15/12      27
METALDYNE CORP                10.000%   11/01/13      56
MASONITE CORP                 11.000%   04/06/15      67
KNIGHT RIDDER                  4.625%   11/01/14      70
KNIGHT RIDDER                  5.750%   09/01/17      69
KNIGHT RIDDER                  7.150%   11/01/27      66
KNIGHT RIDDER                  6.875%   03/15/29      64
MANNKIND CORP                  3.750%   12/15/13      53
MOMENTIVE PERFOR              11.500%   12/01/16      75
MORRIS PUBLISH                 7.000%   08/01/13      60
MOTOROLA INC                   5.220%   10/01/97      54
MOA HOSPITALITY                8.000%   10/15/07      75
MOVIE GALLERY                 11.000%   05/01/12      30
MRS FIELDS                     9.000%   03/15/11      62
MORGAN STANLEY                10.000%   04/20/09    N.A.
MORGAN STANLEY                10.000%   05/20/09    N.A.
NORTH ATL TRADNG               9.250%   03/01/12      62
NEFF CORP                     10.000%   06/01/15      45
NEWARK GROUP INC               9.750%   03/15/14      75
NATL FINANCIAL                 0.750%   02/01/12      71
NEKTAR THERAPEUT               3.250%   09/28/12      74
NELNET INC                     7.400%   09/29/36      67
NATL STEEL CORP                8.375%   08/01/06       0
NORTHERN TEL CAP               7.875%   06/15/26      70
NTK HOLDINGS INC               0.000%   03/01/14      53
NORTEK INC                     8.500%   09/01/14      70
GLOBAL HEALTH SC              11.000%   05/01/08       0
NUVEEN INVEST                  5.500%   09/15/15      73
NORTHWESTERN CRP               7.960%   12/21/26       4
NETWORK EQUIPMNT               3.750%   12/15/14      66
NORTHWST STL&WIR               9.500%   06/15/01       0
REALTY INCOME                  5.875%   03/15/35      71
OMNICARE INC                   3.250%   12/15/35      72
OAKWOOD HOMES                  7.875%   03/01/04       0
OAKWOOD HOMES                  8.125%   03/01/09       0
AMER & FORGN PWR               5.000%   03/01/30      52
OSCIENT PHARM                  3.500%   04/15/11      41
OSI RESTAURANT                10.000%   06/15/15      70
PAC-WEST TELECOM              13.500%   02/01/09       2
PENHALL INTL                  12.000%   08/01/14      75
RESTAURANT CO                 10.000%   10/01/13      67
PALM HARBOR                    3.250%   05/15/24      59
PIERRE FOODS INC               9.875%   07/15/12      29
PACKAGING DYNAMI              10.000%   05/01/16      67
PLY GEM INDS                   9.000%   02/15/12      66
PORTOLA PACKAGIN               8.250%   02/01/12      58
PROPEX FABRICS                10.000%   12/01/12       1
PRIMUS TELECOM                 5.000%   06/30/09      61
PRIMUS TELECOM                 3.750%   09/15/10      45
PRIMUS TELECOM                 8.000%   01/15/14      37
POPE & TALBOT                  8.375%   06/01/13      14
POPE & TALBOT                  8.375%   06/01/13       4
PANTRY INC                     3.000%   11/15/12      70
NUTRITIONAL SRC               10.125%   08/01/09      13
POWERWAVE TECH                 1.875%   11/15/24      71
POWERWAVE TECH                 3.875%   10/01/27      73
POWERWAVE TECH                 3.875%   10/01/27      74
PIXELWORKS INC                 1.750%   05/15/24      70
QUALITY DISTRIBU               9.000%   11/15/10      65
RITE AID CORP                  6.875%   08/15/13      70
RITE AID CORP                  7.700%   02/15/27      59
RITE AID CORP                  6.875%   12/15/28      53
RAFAELLA APPAREL              11.250%   06/15/11      53
RAIT FINANCIAL                 6.875%   04/15/27      55
RADIAN GROUP                   5.625%   02/15/13      77
RADIAN GROUP                   5.375%   06/15/15      78
EVEREST RE HLDGS               6.600%   05/15/37      75
RESIDENTIAL CAP                8.375%   06/30/10      53
RESIDENTIAL CAP                8.000%   02/22/11      48
RESIDENTIAL CAP                8.500%   06/01/12      54
RESIDENTIAL CAP                8.500%   04/17/13      50
RESIDENTIAL CAP                8.875%   06/30/15      50
REGIONS FIN TR                 6.625%   05/15/47      73
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   6.875%   01/15/13      67
RH DONNELLEY                   8.875%   01/15/16      65
RH DONNELLEY                   8.875%   10/15/17      67
RICKEL HOME CNTR              13.500%   12/15/01       0
ROTECH HEALTHCA                9.500%   04/01/12      78
RENTECH INC                    4.000%   04/15/13      51
SPECIAL DEVICES               11.375%   12/15/08    N.A.
SEARS ROEBUCK AC               7.500%   10/15/27      71
SEARS ROEBUCK AC               6.750%   01/15/28      77
SEARS ROEBUCK AC               6.500%   12/01/28      75
SEARS ROEBUCK AC               7.000%   06/01/32      68
SPHERIS INC                   11.000%   12/15/12      83
CD RADIO INC                   8.750%   09/29/09       5
SIX FLAGS INC                  8.875%   02/01/10      88
SIX FLAGS INC                  9.750%   04/15/13      65
SIX FLAGS INC                  9.625%   06/01/14      60
SIX FLAGS INC                  4.500%   05/15/15      56
SLM CORP                       5.000%   09/15/15      72
SLM CORP                       5.550%   03/15/18      72
SLM CORP                       5.600%   03/15/18      72
SLM CORP                       5.650%   03/15/18      70
SLM CORP                       5.600%   06/15/18      72
SLM CORP                       5.250%   03/15/19      73
SLM CORP                       5.400%   03/15/19      74
SLM CORP                       5.500%   03/15/19      74
SLM CORP                       5.190%   04/24/19      68
SLM CORP                       5.000%   06/15/19      66
SLM CORP                       5.150%   06/15/19      69
SLM CORP                       5.500%   06/15/19      74
SLM CORP                       6.000%   06/15/19      73
SLM CORP                       5.500%   09/15/19      62
SLM CORP                       5.900%   09/15/19      73
SLM CORP                       6.000%   09/15/19      74
SLM CORP                       6.000%   09/15/19      75
SLM CORP                       5.250%   06/15/20      66
SLM CORP                       5.200%   12/15/20    N.A.
SLM CORP                       5.450%   12/15/20      72
SLM CORP                       6.150%   03/10/21      75
SLM CORP                       6.000%   06/15/21      70
SLM CORP                       6.000%   06/15/21      69
SLM CORP                       6.150%   06/15/21      68
SLM CORP                       6.150%   06/15/21      71
SLM CORP                       5.600%   03/15/22      68
SLM CORP                       5.650%   06/15/22      70
SLM CORP                       5.650%   06/15/22      69
SLM CORP                       5.050%   03/15/23      59
SLM CORP                       5.400%   03/15/23      73
SLM CORP                       5.450%   03/15/23      58
SLM CORP                       5.600%   03/15/24      62
SLM CORP                       5.625%   01/25/25      65
SLM CORP                       5.350%   06/15/25      63
SLM CORP                       5.550%   06/15/25      65
SLM CORP                       6.000%   06/15/26      66
SLM CORP                       6.000%   06/15/26      68
SLM CORP                       6.000%   12/15/26      75
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.000%   12/15/26      68
SLM CORP                       6.050%   12/15/26      67
SLM CORP                       6.000%   03/15/27      68
SLM CORP                       5.200%   03/15/28      62
SLM CORP                       5.250%   03/15/28      70
SLM CORP                       5.450%   03/15/28      72
SLM CORP                       5.000%   06/15/28      74
SLM CORP                       5.250%   06/15/28      57
SLM CORP                       5.450%   06/15/28      65
SLM CORP                       5.450%   06/15/28      67
SLM CORP                       5.500%   06/15/28      62
SLM CORP                       5.550%   06/15/28      72
SLM CORP                       4.800%   12/15/28      65
SLM CORP                       5.000%   12/15/28      54
SLM CORP                       5.150%   12/15/28      69
SLM CORP                       5.250%   12/15/28      69
SLM CORP                       5.600%   12/15/28      70
SLM CORP                       5.800%   12/15/28      64
SLM CORP                       6.000%   12/15/28      61
SLM CORP                       6.000%   12/15/28      70
SLM CORP                       6.000%   12/15/28      65
SLM CORP                       5.600%   03/15/29      59
SLM CORP                       5.600%   03/15/29      64
SLM CORP                       5.650%   03/15/29      65
SLM CORP                       5.650%   03/15/29      74
SLM CORP                       5.700%   03/15/29      66
SLM CORP                       5.700%   03/15/29      61
SLM CORP                       5.700%   03/15/29      65
SLM CORP                       5.750%   03/15/29      72
SLM CORP                       5.750%   03/15/29      63
SLM CORP                       5.750%   03/15/29      67
SLM CORP                       5.750%   03/15/29      65
SLM CORP                       6.000%   03/15/29      67
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.500%   06/15/29      63
SLM CORP                       5.750%   06/15/29      65
SLM CORP                       5.750%   06/15/29      58
SLM CORP                       6.000%   06/15/29      62
SLM CORP                       6.000%   06/15/29      60
SLM CORP                       6.000%   06/15/29      67
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       6.250%   06/15/29      68
SLM CORP                       5.750%   09/15/29      63
SLM CORP                       5.850%   09/15/29      66
SLM CORP                       5.850%   09/15/29      64
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      65
SLM CORP                       6.000%   09/15/29      67
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.000%   09/15/29      66
SLM CORP                       6.150%   09/15/29      66
SLM CORP                       6.150%   09/15/29      68
SLM CORP                       6.250%   09/15/29      68
SLM CORP                       6.250%   09/15/29      67
SLM CORP                       5.600%   12/15/29      57
SLM CORP                       5.600%   12/15/29      63
SLM CORP                       5.650%   12/15/29      66
SLM CORP                       5.650%   12/15/29      63
SLM CORP                       5.650%   12/15/29      64
SLM CORP                       5.700%   12/15/29      62
SLM CORP                       5.750%   12/15/29      62
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      64
SLM CORP                       5.750%   12/15/29      65
SLM CORP                       5.500%   03/15/30      64
SLM CORP                       5.500%   03/15/30      62
SLM CORP                       5.650%   03/15/30      64
SLM CORP                       5.700%   03/15/30      66
SLM CORP                       5.750%   03/15/30      64
SLM CORP                       5.750%   03/15/30      67
SLM CORP                       5.400%   06/15/30      60
SLM CORP                       5.650%   06/15/30      59
SLM CORP                       5.700%   06/15/30      63
SLM CORP                       5.300%   09/15/30      63
SLM CORP                       5.650%   09/15/30      65
SLM CORP                       5.500%   12/15/30      64
SLM CORP                       6.000%   06/15/31      67
SLM CORP                       6.000%   06/15/31      65
SLM CORP                       6.250%   09/15/31      68
SLM CORP                       6.350%   09/15/31      68
SLM CORP                       6.350%   09/15/31      67
SLM CORP                       6.400%   09/15/31      62
SLM CORP                       6.450%   09/15/31      69
SLM CORP                       6.500%   09/15/31      69
SLM CORP                       5.850%   12/15/31      63
SLM CORP                       6.000%   12/15/31      68
SLM CORP                       6.000%   12/15/31      65
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.000%   12/15/31      67
SLM CORP                       6.050%   12/15/31      67
SLM CORP                       6.100%   12/15/31      66
SLM CORP                       6.200%   12/15/31      67
SLM CORP                       5.650%   03/15/32      62
SLM CORP                       5.700%   03/15/32      65
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.800%   03/15/32      64
SLM CORP                       5.800%   03/15/32      66
SLM CORP                       5.850%   03/15/32      58
SLM CORP                       5.850%   03/15/32      59
SLM CORP                       5.850%   03/15/32      66
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.750%   06/15/32      64
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.850%   06/15/32      66
SLM CORP                       5.625%   08/01/33      73
SLM CORP                       6.850%   07/07/36      73
SLM CORP                       6.000%   03/15/37      66
SLM CORP                       6.000%   03/15/37      62
SLM CORP                       6.000%   03/15/37      66
SPINNAKER INDS                10.750%   10/15/06       0
SPECTRUM BRANDS                7.375%   02/01/15      73
STANDARD PACIFIC               9.250%   04/15/12      78
STANDRD PAC CORP               6.000%   10/01/12      71
SPANSION LLC                  11.250%   01/15/16      66
SPANSION LLC                   2.250%   06/15/16      49
STANLEY-MARTIN                 9.750%   08/15/15      45
SUNTRUST PFD CAP               5.853%       N.A.      74
STATION CASINOS                6.500%   02/01/14      63
STATION CASINOS                6.875%   03/01/16      60
STATION CASINOS                6.625%   03/15/18      59
SERVICEMASTER CO               7.100%   03/01/18      54
SERVICEMASTER CO               7.450%   08/15/27      48
SERVICEMASTER CO               7.250%   03/01/38      57
SWIFT TRANS CO                12.500%   05/15/17      41
TELIGENT INC                  11.500%   12/01/07       0
TELIGENT INC                  11.500%   03/01/08       0
TENET HEALTHCARE               6.875%   11/15/31      75
THERAVANCE INC                 3.000%   01/15/15      76
TRANS-LUX CORP                 8.250%   03/01/12      56
TRANSMERIDIAN EX              12.000%   12/15/10      61
TOUSA INC                      9.000%   07/01/10      62
TOUSA INC                      9.000%   07/01/10      55
TOUSA INC                      7.500%   03/15/11       9
TOUSA INC                     10.375%   07/01/12      11
TOUSA INC                      7.500%   01/15/15      10
TOYS R US                      7.375%   10/15/18      78
TRIBUNE CO                     4.875%   08/15/10      62
TIMES MIRROR CO                7.250%   03/01/13      39
TRIBUNE CO                     5.250%   08/15/15      44
TIMES MIRROR CO                7.500%   07/01/23      41
TIMES MIRROR CO                6.610%   09/15/27      37
TIMES MIRROR CO                7.250%   11/15/96      32
TRUMP ENTERTNMNT               8.500%   06/01/15      68
WIMAR OP LLC/FIN               9.625%   12/15/14      56
TRUE TEMPER                    8.375%   09/15/11      65
RJ TOWER CORP                 12.000%   06/01/13       1
TXU CORP                       6.500%   11/15/24      77
TXU CORP                       6.550%   11/15/34      75
UAL 1995 TRUST                 9.020%   04/19/12      40
UAL 1991 TRUST                10.020%   03/22/14      48
UAL 1995 TRUST                 9.560%   10/19/18      45
UAL CORP                       5.000%   02/01/21      50
UAL CORP                       4.500%   06/30/21      52
UAL CORP                       4.500%   06/30/21      56
US AIR INC                    10.900%   01/01/49       0
US AIR INC                    10.750%   01/15/49       0
UNIVERSAL STAND                8.250%   02/01/06       0
MISSOURI PAC RR                5.000%   01/01/45      68
CHIC EAST ILL RR               5.000%   01/01/54      61
VISTEON CORP                   7.000%   03/10/14      66
VENTURE HLDGS                  9.500%   07/01/05       0
VENTURE HLDGS                 11.000%   06/01/07       0
VERTIS INC                    10.875%   06/15/09      46
VION PHARM INC                 7.750%   02/15/12      53
VIRGIN RIVER CAS               9.000%   01/15/12      72
VICORP RESTAURNT              10.500%   04/15/11      15
VERENIUM CORP                  5.500%   04/01/27      41
VERASUN ENERGY                 9.375%   06/01/17      68
VESTA INSUR GRP                8.750%   07/15/25       2
WEBSTER CAPITAL                7.650%   06/15/37      67
WCI COMMUNITIES                9.125%   05/01/12      44
WCI COMMUNITIES                7.875%   10/01/13      40
WCI COMMUNITIES                6.625%   03/15/15      41
WCI COMMUNITIES                4.000%   08/05/23      63
WINSTAR COMM INC              10.000%   03/15/08       0
WINSTAR COMM INC              14.750%   04/15/10       0
WCI STEEL ACQUIS               8.000%   05/01/16      64
WERNER HOLDINGS               10.000%   11/15/07       0
WILLIAM LYON                   7.625%   12/15/12      57
WILLIAM LYON                  10.750%   04/01/13      68
WILLIAM LYON                   7.500%   02/15/14      61
WASH MUTUAL PFD                6.534%       N.A.      59
WASH MUTUAL PFD                6.895%       N.A.      60
WASH MUTUAL PFD                6.665%       N.A.      62
PEGASUS SATELLIT               9.750%   12/01/06       0
PEGASUS SATELLIT              12.500%   08/01/07       0
YOUNG BROADCSTNG              10.000%   03/01/11      67
YOUNG BROADCSTNG               8.750%   01/15/14      58

                             *********

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.  Raphael M. Palomino, 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 ***