TCR_Public/080709.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 9, 2008, Vol. 12, No. 162

                             Headlines

228-32 REALTY: Case Summary & 11 Largest Unsecured Creditors
ANF DEER CREEK: Completes $19MM Sale of Apartments to Siegel Group
ARROW ELECTRONICS: Completes Buyout of Achieva Distribution Biz
ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures
ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures

ASARCO LLC: Wants AR Sacaton & Salero Cases Dismissed
ASARCO LLC: Has Until August 1 to File Plan of Reorganization
AVANTAIR INC: Inks Membership Interest Purchase Agreement with EAS
AVIARY DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
BANK UNITED: Moody's Cuts Ratings of Five Tranches Issued

BDB MANAGEMENT: R. Todd Nelson Appointed as Chapter 11 Trustee
BDB MANAGEMENT: Brandenburgs Want Case Converted to Chapter 7
BLAST ENERGY: Receives $500K Cash Settlement Advance from Hallwood
BOMBAY CO: Judge Lynn Approves Amended Disclosure Statement
CANADIAN SAILING: Files Protection Under Canada's CCAA

CELLU TISSUE: S&P's 'B' Rating Unmoved by Atlantic Paper Deal
CHIEF DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors
COBALT CMBS: Fitch Places Low-B Rated Certs. Under Negative Watch
COMM 2006-C8: Fitch Puts $9.4MM Certs. B+ Rating Under Neg. Watch
COUNTRYWIDE FINANCIAL: Workers Worried About Severance Pay

C&S FINANCE: Wants to Employ Winderweedle Haines as Counsel
C&S FINANCE: Files Schedules of Assets and Liabilities
DAVANTI INVESTMENTS: Case Summary & Three Unsecured Creditors
DELPHI CORP: Reaches Deal with U.S. Labor Dept. on ERISA Claim
DELTA AIR: District Judge Articulates Injunction in Mesa Suit

DELTA AIR: To Pull Out of Bakersfield, California by September 1
EARTH BIOFUELS: Completes Share Exchange Deal with PNG Ventures
ENERGY EXPLORATION: Posts $346,846 Net Income in 2007
ENERGY SPINAL: Case Summary & 12 Largest Unsecured Creditors
ENVIRONKARE TECH: Venture with LRM Gets $1MM SunTrust Financing

ESMARK INC: Buyer Severstal Purchases Another U.S. Steel Producer
EXIDE TECHNOLOGIES: Moody's Hikes Corporate Family Rating to B3
FAYE ESTATES: Case Summary & Four Largest Unsecured Creditors
FREMONT GENERAL: Files Schedules of Assets and Liabilities
FUTURE MEDIA: Bankruptcy Court Erred in Default Interest Ruling

GENERAL MOTORS: Denies Rumors on Further Brands Sale to Cut Costs
GS MORTGAGE: S&P Puts 'BB' Rating Under Neg. Watch on J Certs.
HARBORVIEW MORTGAGE: S&P Junks Ratings on Three Classes of Certs.
HEALTHSOUTH CORP: Acquires Rehabilitation Unit at Columbia Medical
HEXION SPECIALTY: Balks at Huntsman's Merger Termination Extension

HSN INC: S&P Assigns 'BB' Corp. Credit Rating with Stable Outlook
HUNTSMAN CORP: Hexion Balks at Oct. 2 Extension Under Merger Pact
H&W MOTORS: Owner to Serve 10 Years in Prison for Bankruptcy Fraud
INDYMAC BANCORP: Says Bank Experiencing Abnormal Withdrawals
INDYMAC BANCORP: Sells Retail Mortgage Units to Prospect Mortgage

INDYMAC BANCORP: Fitch Junks Ratings on Weakening Capital Position
INTERVAL ACQUISITION: Moody's Places Ba3 Corporate Family Rating
INTERVAL LEISURE: S&P Assigns 'BB' Credit Rating; Outlook Stable
JAMES RICE: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY: Goldman to Replace Merrill Lynch in Debt Talks

JOHN CULP: Case Summary & 20 Largest Unsecured Creditors
JOHN FILIGHERA: Case Summary & Nine Largest Unsecured Creditors
JOHN PAUL SMITH: Case Summary & 35 Largest Unsecured Creditors
JOSE PEREZ: Case Summary & 20 Largest Unsecured Creditors
JOURNAL SENTINEL: Restructuring Cuts 130 Positions in Advertising

JUST GOLFING: Case Summary & Eight Largest Unsecured Creditors
LAKE MATHEWS: Section 341(a) Meeting Scheduled for July 28
LAKE MATHEWS: Taps Best Best & Krieger as Bankruptcy Counsel
LEVCOR INT'L: Mulls Reverse Stock Split to Cut Stockholders to 300
LILI RUBIN: Voluntary Chapter 11 Case Summary

LONGBRANCH SALOON: Closes Down, Court Names Case Trustee
MARTIN WOODROW: Case Summary & 20 Largest Unsecured Creditors
MDWERKS INC: Solon Kandel Resigns as President and Board Director
MELISSA GOETT: Voluntary Chapter 11 Case Summary
MICHAEL VICK: Files Chapter 11 Voluntary Case Summary

MISSOURI SOUTHERN: Can't Go Bankrupt, President Declares
MOUNT SKYLIGHT: Moody's Cuts Ratings on Five Classes of Notes
NATIONAL DRY CLEANERS: Case Summary & 30 Largest Unsec. Creditors
NORTH OAKLAND MEDICAL: Files Ch. 7 Petition, Runs as For-Profit
NORTHPOINT VILLAGE: May Employ Gerald Decker as Bankruptcy Counsel

PACIFIC LUMBER: BoNY Opposes Technical Changes to Marathon Plan
PACIFIC LUMBER: Scopac Submits Provisional Plan to Sell Assets
PAPPAS TELECASTING: Gets Initial OK to Use Fortress' $1.5MM Loan
PINE TREE IV: Moody's Cuts Rating on Floating Rate Notes to Ba2
PRUDENTIAL AMERICANA: Plan Hearing to Continue to July 10

QUIKSILVER INC: S&P Retains Negative Watch on Weak 1Q Results
REBECCA MATTHEWS: Voluntary Chapter 11 Case Summary
RICHARD COLOSIMO: Voluntary Chapter 11 Case Summary
ROBERT BREECE: Voluntary Chapter 11 Case Summary
ROPER INDUSTRIES: Moody's Rates New Unsecured Credit Facility Baa3

SCOTTS MIRACLE-GRO: DOJ Investigation Won't Affect S&P's Ratings
SENTINEL MANAGEMENT: BoNY Insists on Dismissal of $550 Mil. Suit
SHAWN SOHRABIAN: Case Summary & 20 Largest Unsecured Creditors
SHERRILL HUNEYCUTT: Case Summary & 6 Largest Unsecured Creditors
SOLUTIA INC: Engages HSBC to Assess Future of Nylon Business

SOLUTIA INC: Signs $182 Million Deal with Chinese Companies
SOLUTIA INC: Registers $600 Million Stock and Debt Securities
SOLUTIA INC: Sells Town & Country Property for $42.7 Million
SONOMA ENERGY: Case Summary & 20 Largest Unsecured Creditors
SOUTHPOINTE EXPANSION: Wants to Hire Quilling Selander as Counsel

SOUTHPOINTE EXPANSION: Files List of Largest Unsecured Creditors
SOUTHPOINTE EXPANSION: Files Schedules of Assets and Liabilities
SOUTHWEST CHARTER: Section 341(a) Meeting Set for July 15
SOUTHWEST CHARTER: Can Employ Collins May as General Counsel
SPECIALTY PROPERTY: Case Summary & 20 Largest Unsecured Creditors

STEINWAY MUSICAL: S&P Lifts 7% Notes Rating to B+ from  B
STEVE & BARRY'S: To File Chapter 11 Bankruptcy Protection Today
STEVE & BARRY'S: Retail Industry Experts Explain Company Downfall
STRUCTURED ASSET: S&P Puts Default Ratings on Three Classes
SYNTAX-BRILLIAN: Files for Bankruptcy, Selling Vivitar for $60MM

SYNTAX-BRILLIAN: Case Summary & 40 Largest Unsecured Creditors
THATCHER LAMASTUS: Case Summary & Six Largest Unsecured Creditors
TIERS TRUST: Moody's Junks Rating of Floating Rate Certs. to Caa1
TIERS FLORIDA: Moody's Cuts Rating of Floating Rate Certs. to Ba3
TIERS GEORGIA: Moody's Cuts Rating of Floating Rate Certs. to B1

TORRENT ENERGY: Files Chapter 11 Plan of Reorganization
TRIBUNE CO: Chicago Tribune to Cut Newsroom Jobs, Reduce Pages
TRIBUNE CO: Inks $300MM Receivables Loan Agreement with Barclays
TRIBUNE CO: Explores Options for Tower and Times Mirror Square
TRIBUNE CO: Sells Stake in ShopLocal to Gannett for $22,000,000

UTSTARCOM INC: Completes $240MM PCD Sale to AIG Vantage Affiliate
VISTEON CORP: Completes Sale of Swansea, UK Biz to Linamar Corp.
WATERFRONT INVESTMENTS: Case Summary & 20 Unsecured Creditors
WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal
WEST GALENA: Wants to Employ Honigman Miller as Bankruptcy Counsel

WEST GALENA: May Employ Davis Graham as Special Counsel
WEST GALENA: May Employ O'Keefe & Associates as Financial Advisors
WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal

* S&P Says RMBS 2006 Loss Severity Assumptions Can Bear 10% Fall

* SEC Find Shortcomings in Credit Rating Agencies' Practices

* Cecil Schenker Leaves Akin Gump, Joins Cox Smith-Dallas Unit
* Marlon Baugh Provides Bankruptcy Mortgage Secrets

* Upcoming Meetings, Conferences and Seminars

                             *********

228-32 REALTY: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 228-32 West 42nd Street Realty
        1557 Westwood Blvd.
        Los Angeles, CA 90024

Bankruptcy Case No.: 08-19998

Chapter 11 Petition Date: July 7, 2008

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Eric Peterson, Esq.
                  Email: epeterson@rutterhobbs.com
                  Rutter Hobbs & Davidoff, Inc.
                  1901 Ave of the Stars, Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 286-1700
                  Fax: (310) 286-1728
                  http://rutterhobbs.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of 228-32 West 42nd Street Realty's petition is available
for free at:

      http://bankrupt.com/misc/cacb08-19998.pdf


ANF DEER CREEK: Completes $19MM Sale of Apartments to Siegel Group
------------------------------------------------------------------
The Siegel Group Nevada Inc. completed the acquisition of the Deer
Creek Apartments; a 330 unit apartment complex situated on
approximately 6.68 acres of land adjacent to the corner of
Flamingo and Swenson in Las Vegas, Nevada, for a purchase price of
$19.10 million.

The Siegel Group had negotiated the purchase of Deer Creek back in
late 2007 with the prior owner of the property, Atherton Newport
Investments, which acquired the property in February of 2006 with
the intention of demolishing and constructing a condominium
development for which it submitted for the required entitlements.

In early 2008 the property was put into bankruptcy and assigned to
a Trustee by the Bankruptcy Court with whom The Siegel Group and
Great American Capital continued negotiations with.

SASCO Properties, an affiliate of the Siegel Group, will assume
operational control and immediately begin to correct the numerous
deficiencies that the previous owner and property management
company failed to address which resulted in high vacancy rates and
numerous tenant delinquencies that are months in arrears.

The property will be re-tenanted followed by a substantial
renovation to correct years of deferred maintenance and cosmetic
issues and renamed Siegel Suites Swenson and operate under the
Siegel Suites brand which provides quality residential
accommodations throughout Nevada.

Additionally, The Siegel Group plans to construct additional
apartment units with a retail component or a flagged business
hotel on excess land located on the southeast corner of the
property.

"I am happy to announce that this newest acquisition marks our
16th Siegel Suites location in Nevada," Stephen Siegel, president
and chief executive officer of The Siegel Group, said.  "We have
worked diligently over the last 9 months with the prior seller,
bankruptcy court and trustee to finalize this transaction.  As a
result of our proven business model and track record in the Las
Vegas market we are able to acquire properties at a substantial
discount and secure competitive financing despite the increasingly
tough credit market and are excited to have acquired a property in
such an excellent location."

"Deer Creek is just blocks from such well-known landmarks as UNLV,
the Las Vegas Convention Center, McCarran International Airport
and the Las Vegas Strip and is situated directly across the street
from the Vegas Grand; a luxury condominium development that is
nearing completion and a perfect example of the tremendous
redevelopment that is occurring in the area," Mr. Siegel
continued.

        About The Siegel Group Nevada Inc./SASCO Properties

The Siegel Group -- http://www.siegelcompanies.com/-- is a  
commercial real estate & business development company with offices
located in Las Vegas, Nevada and Studio City, California, is a
real estate investment and development company founded by Stephen
Siegel with expertise in acquisitions, financing and development.  
The company's real estate division manages the firms' acquisition,
disposition, and development of commercial real estate; a
portfolio comprised of multi-residential apartment complexes,
commercial shopping centers, office buildings, and hotel-casinos.

SASCO Properties, the property management division of The Siegel
Group Nevada Inc., oversees the operation, leasing, maintenance,
renovation, and reposition of the company's commercial portfolio.  
This arrangement allows operations to be streamlined, ensuring
that the full potential of each asset is maximized.
About Great American Capital

                     About ANF Deer Creek LLC

Based in Lake Forest, California, ANF Deer Creek LLC owns and
develops real estate.  The developer filed for Chapter 11
protection on Mar. 5, 2008 (Bankr. C.D. Calif. Case No. 08-11068).  
Leonard M. Shulman, Esq. at Shulman, Hodges & Bastian LLP
represents the Debtor in its restructuring efforts.  The Debtor's
schedules reflected total assets of $21,159,060 and total
liabilities of $21,159,080.

As reported in the Troubled Company Reporter on April 10, 2008,
The Honorable Theodor C. Albert of the U.S. Bankruptcy Court for
the Central District of California denied ANF Deer Creek LLC's
request to obtain cash collateral, and concurrently converted the
Debtor's bankruptcy case to a Chapter 7 liquidation proceeding.


ARROW ELECTRONICS: Completes Buyout of Achieva Distribution Biz
---------------------------------------------------------------
Arrow Electronics Inc. completed its acquisition of the components
distribution business from parent company Achieva Ltd., a value-
added electronic components distributor in Asia Pacific.

As reported in the Troubled Company Reporter on March 10, 2008,
Arrow Electronics signed a definitive agreement pursuant to
which Arrow will purchase the components distribution business
from parent company Achieva Ltd.  The transaction was subject to
approval by the shareholders of Achieva Ltd.

Arrow anticipated the transaction will be immediately accretive to
earnings in the first twelve months by $.01 to $.03 per share and
will meet the company's acquisition objectives for return on
invested capital.

"With this acquisition, we have gained a highly experienced
management team and strengthened our position in the ASEAN  or
Association of Southeast Asian Nations and greater China regions,"
William E. Mitchell, chairman and chief executive officer of Arrow
Electronics Inc., said.  "The company's technical focus will
enhance our existing demand creation abilities and position Arrow
for continued profitable, above-market growth in the Asia Pacific
region."

                         About Achieva Ltd.

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

                    About Arrow Electronics

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

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

                           *     *     *

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


ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures
---------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas approved, on a final basis, the
bidding procedures governing the auction of substantially all of
ASARCO LLC and its debtor-affiliates' assets to Sterlite
Industries Ltd., or to any entity who'll submit a better or higher
bid.

Sterlite has offered $2,600,000,000 for the Debtors' assets.

As reported by the Troubled Company Reporter on June 17, 2008,
Harbinger Capital Partners Master Fund I, Ltd., and Harbinger
Capital Partners Special Situations Fund, L.P., have said
Sterlite's bid is not the "best" bid for the assets of ASARCO LLC
and its debtor-affiliates.

The Court noted that the $52,000,000 Break-Up Fee and Expense
Reimbursement will be the sole remedy of Sterlite if its purchase
sale agreement with ASARCO LLC is terminated.

Several parties have objected to the sale.  The objections filed
by Century Indemnity Company, Mt. McKinley Insurance Company,
Everest Reinsurance Company, American Home Assurance Company,
Lexington Insurance Company, Mitsui & Co.(U.S.A.), Inc., Mitsui &
Co., Ltd., Ginrei, Inc., and MSB Copper Corp., are reserved for
the hearing on confirmation of ASARCO LLC's plan of
reorganization.

To address the objections filed by several parties-in-interest,
Sterlite said it has agreed to extend the Debtors' labor
contracts for another three years should Sterlite win the bid for
the Debtors' assets, Reuters said, citing Manny Armenta, a United
Steelworkers official.

                        About ASARCO LLC

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

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

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

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

The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Judge Schmidt Approves Sterlite Sale Bid Procedures
---------------------------------------------------------------
Asarco Incorporated will take an appeal to the U.S. District Court
for the Southern District of Texas from the order issued by the
Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas approving bidding procedures governing
the auction of substantially all of ASARCO LLC and its debtor-
affiliates' assets to Sterlite Industries Ltd., or to any entity
who'll submit a better or higher bid.

Asarco Inc. objected to Sterlite's bid arguing that it can top
Sterlite's bid by funding a plan of reorganization for the
Debtors with $2,700,000,000 in cash or cash equivalents.

Sterlite has offered $2,600,000,000 for the Debtors' assets.

According to Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy, LLP, in New York, the aggregate value of Asarco Inc.'s
Full-Payment Plan is as much as $6,740,000,000.

As reported by the Troubled Company Reporter on June 17, 2008,
Harbinger Capital Partners Master Fund I, Ltd., and Harbinger
Capital Partners Special Situations Fund, L.P., have said
Sterlite's $2,600,000,000 bid is not the "best" bid for the assets
of ASARCO LLC and its debtor-affiliates.

                        About ASARCO LLC

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

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

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

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

The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Wants AR Sacaton & Salero Cases Dismissed
-----------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to dismiss the Chapter 11
cases of AR Sacaton, LLC, and Salero Ranch, Unit III, Community
Association, Inc.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that AR Sacaton is not a corporation and Salero
Ranch is a non-profit corporation.  He asserts that neither
Salero Ranch nor AR Sacaton requires a bankruptcy filing to
facilitate the reorganization of ASARCO.  Because there is
nothing to reorganize for either AR Sacaton or Salero Ranch, no
reason exists for either to remain in chapter 11 and continue
their accrual of U.S. Trustee fees, he adds.

"It is pointless to maintain either bankruptcy case and continue
to accrue U.S. Trustee fees that will have to be paid by ASARCO,"
Mr. Kinzie further asserts.

                        About ASARCO LLC

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

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

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

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

The Debtors have until Aug. 1, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


ASARCO LLC: Has Until August 1 to File Plan of Reorganization
-------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas further extended the time for
ASARCO LLC and its debtor-affiliates to file a plan of
reorganization until Aug. 1, 2008, and the period to solicit
acceptances of that plan until Jan. 16, 2009.

Judge Schmidt, however, modified the exclusivity periods solely
to allow Asarco Incorporated and Americas Mining Corporation to
file a competing plan of reorganization and solicit acceptances
of that plan.  All objections to the exclusivity periods
extension motion that have not been withdrawn, resolved, waived
or settled are overruled on the merits

Asarco Inc., which owns 100% of ASARCO LLC's equity, previously
filed with a Court a copy of its proposed full-payment
reorganization plan, a full-text copy of the which is available
for free at http://researcharchives.com/t/s?2e1c

Asarco Inc.'s Plan will compete with ASARCO's plan to sell
substantially all of its assets to Sterlite Industries Ltd., for
$2,600,000,000.

During the hearing before Judge Schmidt, a counsel representing
Asarco Inc. and Americas Mining, and their ultimate parent, Grupo
Mexico S.A.B., de C.V., said the parent company has at least
$2,700,000,000, and as much as $5,000,000,000 at its disposal to
pursue ASARCO, Terry Brennan at The Deal.com related.  That
counsel's statement was reinforced by a declaration prepared by
Americas Mining's treasurer, Jorge Alberto Pulido Fregoso, who
stated that Americas Mining's 75.1% stake in Southern Peru Copper
Corporation assures that Grupo has more than enough capital to
retain post bankruptcy control of ASARCO.

The SCC stock is currently the subject of a pending fraudulent
transfer litigation between ASARCO LLC and Grupo Mexico.  ASARCO
LLC has asserted that Grupo Mexico caused it to transfer its
"crown jewel" -- the SCC Stocks.  Mr. Fregoso said that Grupo
Mexico currently owns 221,113,178, or 75.1%, of the total shares
of the SCC Stocks.  As of June 10, 2008, the SCC Stocks had a
market capitalization of approximately $32,200,000,000.

ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts, L.L.P., in
Houston, Texas, acknowledged that Grupo Mexico's offer could be
higher than Vedanta but warned that the offer does not include a
deal with ASARCO's labor union or resolve ASARCO's environmental
liabilities, the Wall Street Journal related.

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

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

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

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

(ASARCO Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AVANTAIR INC: Inks Membership Interest Purchase Agreement with EAS
------------------------------------------------------------------
Avantair, Inc., assigned its rights to purchase 20 Embraer Phenom
100 aircraft pursuant to aircraft purchase agreements with Embraer
to Share 100 Holding Co., LLC, a wholly owned subsidiary of the
company.  Share 100 assumed the company's obligations under the
Embraer aircraft purchase agreements.

Avantair also entered into a Membership Interest Purchase
Agreement with Executive AirShares, Inc., pursuant to which EAS
will purchase 100% of the Class A membership interest in Share
100.

The Class A membership interest will have the rights and
obligations to purchase the Phenom 100 aircraft with positions 1
through 18, and EAS will be required to contribute capital to
Share 100 when and as necessary to fund deposits and other
payments due in connection with the Class A Aircraft under the
Embraer aircraft purchase agreements.  EAS will make a payment of
$520,000 to the company upon execution of the MIPA, and will make
an initial capital contribution to Share 100 in the amount of
$1,950,000, which will be immediately distributed by Share 100 to
the company.

EAS will also make an additional $750,000 capital contribution to
Share 100 on or before Dec. 1, 2008 (plus interest on this amount
at prime, adjusted monthly, from the date of closing and until
paid), which will be immediately distributed by Share 100 to the
company.  The company will also receive distributions from Share
100 in the amount of any discounts realized from Embraer upon
delivery of each aircraft.

The company will retain the Class B membership interest in Share
100.  The Class B membership interest will have the rights and
obligations to purchase the Phenom 100 aircraft with positions 19
and 20, and the company will be required to contribute capital to
Share 100 when and as necessary to fund deposits and other
payments due in connection with the Class B Aircraft under the
Embraer aircraft purchase agreements.

EAS has an option to purchase Class B Aircraft, which must be
exercised no later than Oct. 1, 2010.  If EAS exercises the
purchase option, EAS will be obligated to immediately reimburse
the company for all deposits and other payments made by the
company in respect of the Class B Aircraft.  EAS will thereafter
be required to contribute capital when and as necessary to fund
deposits and other payments due under the Embraer aircraft
purchase agreements necessary to take delivery of the Class B
Aircraft.  EAS will not be required to reimburse the company for
any discounts associated with the Class B Aircraft if they elect
the purchase option.

In the event that EAS does not exercise the option to purchase the
Class B Aircraft by Oct. 1, 2010, the company will have the right
and obligation to purchase the Class B Aircraft.

The company, Share 100 and EAS have received Embraer's consent to
and approval of these transactions to the extent required.  If EAS
defaults under its obligations as a Class A member of Share 100,
EAS will forfeit all deposits paid for the undelivered Class A
Aircraft, including the capital contributions distributed to the
company.  The company will then be responsible for the rights and
obligations of the remaining undelivered aircraft.  In the event
of a default by the company under its obligations as a Class B
member of Share 100, any deposits paid by the company in
connection with the undelivered Class B Aircraft will be
forfeited.

                       About Avantair Inc.

Based in Clearwater, Florida, Avantair Inc. (OTC BB: AAIR) --
http://www.avantair.com/-- offers private travel solutions for   
individuals and companies at a fraction of the cost of whole
aircraft ownership.  The company is the sole North American
provider of fractional aircraft shares in the Piaggio Avanti P.180
aircraft.  Avantair is the fifth largest company in the North
American fractional aircraft industry and the only stand-alone
fractional operator.  The company currently manages a fleet of 47
Piaggio Avanti P.180 aircraft, with another 60 Piaggio Avanti IIs
on order through 2013.

Avantair Inc.'s consolidated balance sheet at March 31, 2008,
showed $189.8 million in total assets, $203.5 million in total
liabilities, and $14.4 million in convertible preferred stock,
resulting in a $28.1 million total stockholders' deficit.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Jericho, N.Y.-based J.H. Cohn LLP expressed substantial doubt
about Avantair Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  

The company has suffered recurring losses resulting in an
accumulated deficit of $73.6 million and a working capital
deficiency of $31.4 million as of March 31, 2008.


AVIARY DEVELOPMENT: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Aviary Development, LLC
        P.O. Box 9671
        Alexandria, VA 22304

Bankruptcy Case No.: 08-04004

Chapter 11 Petition Date: July 7, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Nancy E. Johnson, Esq.
                  Email: nej@njohnson-bankruptcy.com
                  P.O. Box 146
                  Columbia, SC 29202-0146
                  Tel: (803) 343-3424

Total Assets: $3,458,618

Total Debts:  $2,619,298

A copy of Aviary Development, LLC's petition is available for free
at http://bankrupt.com/misc/scb08-04004.pdf


BANK UNITED: Moody's Cuts Ratings of Five Tranches Issued
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 5 tranches
from Bank United 2005-1 Option ARM transaction.

The collateral backing this transaction consists primarily of
first-lien, adjustable-rate, negatively amortizing Alt-A mortgage
loans.  The ratings were downgraded, in general, based on higher
than anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Issuer: BankUnited Trust 2005-1

  -- Cl. B-1, Downgraded to A1 from Aa2
  -- Cl. B-2, Downgraded to Baa3 from A2
  -- Cl. B-3, Downgraded to B1 from Baa3
  -- Cl. B-4, Downgraded to Caa2 from B1
  -- Cl. B-5, Downgraded to Ca from Caa1


BDB MANAGEMENT: R. Todd Nelson Appointed as Chapter 11 Trustee
--------------------------------------------------------------
Sara L. Kistler, the Acting U.S. Trustee for Region 17, appoints
R. Todd Nelson as the Chapter 11 Trustee in BDB Management LLC and
its debtor-affiliates' bankruptcy cases.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, concurrently filed for
bankruptcy.

Judith Whitman, Esq., at Diemer Whitman and Cardosi LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed $50
million to $100 million in estimated assets and $50 million to
$100 million in estimated debts.


BDB MANAGEMENT: Brandenburgs Want Case Converted to Chapter 7
-------------------------------------------------------------
The Brandenburg Creditors in BDB Management LLC and its debtor-
affiliates' Chapter 11 cases ask the U.S. Bankruptcy Court for the
Northern District of California to convert the Debtors' bankruptcy
cases to a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.

The Brandenburg Creditors, who hold around $2.3 million in
unsecured claims against the Debtors, relate to the Court that the
Debtors have no ongoing business operations, no employees,
customers, or vendors, and that the Debtors' only listed asset is
stock held in an account at Merriman Curhan Ford Co. valued at
$1,310,768.

The Brandenburgs contend that there is a high likelihood that the
estate will suffer substantial, continuing loss, and that there is
no real possibility for the Debtors' estates to be rehabilitated.  
The Brandenburgs assert that proceeding under Chapter 7 is in the
Debtors' best interests since it is necessary to properly collect
the estates' assets and to avoid inherent conflicts between the
interest of the parent debtor, BDB Management LLC, and its
affiliate, BDB Management III LLC.

They further relate that the conflicts between these estates are
especially acute because a single trustee has been appointed for
all three of the estates.  Converting the Debtors' cases will
result in the appointment of a new trustee who can proceed without
conflicting loyalties and with full concentration on the interests
of the Debtor, says the Brandenburgs.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001).  William J. del Biaggio, III, an
interest holder of the companies, concurrently filed for
bankruptcy.

Judith Whitman, Esq., at Diemer Whitman and Cardosi LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed $50
million to $100 million in estimated assets and $50 million to
$100 million in estimated debts.


BLAST ENERGY: Receives $500K Cash Settlement Advance from Hallwood
------------------------------------------------------------------
Blast Energy Services disclosed that Hallwood Energy LP and
Hallwood Petroleum LLC have paid a $500,000 advance on their cash
obligation under the terms of a settlement agreement signed in
April 2008.  

As agreed, in return for this advance payment, Blast will extend
its suspension of any legal action against Hallwood until
Sept. 30, 2008.

Under the terms of the settlement agreement, Hallwood has agreed
to pay to Blast's subsidiary Eagle Domestic Drilling Operations
$2.00 million in cash and issue $2.75 million in equity from a
pending major financing.

Hallwood has also irrevocably forgiven approximately $1.65 million
in payment obligations owed by Eagle.  Blast has been advised that
for the past few weeks, Hallwood has been meeting with potential
investors in Europe in anticipation of their initial public
offering on the London Alternative Investment Market.

If Hallwood complete their major financing and satisfy their
settlement obligations to Eagle, the parties and their affiliates
will be fully and mutually released from all and any claims
between them.

This settlement agreement has been approved by both companies'
board of directors but is subject to the approval of the U.S.
Bankruptcy Court for the Southern District of Texas and Laurus
Master Fund, Ltd., one of Blast's creditors.

If Hallwood be unable to complete their major financing and fund
the full amount of the settlement by Sept. 30, 2008, Eagle will
immediately resume their legal actions against Hallwood and the
$500,000 advance will not be credited against any future judgment
or settlement amounts.

In a related matter, the trial date in Blast's case pending
against Quicksilver Resources Inc. remains scheduled for Sept. 15,
2008.  Blast's counsel continues to prepare for trial and gather
evidence in support of its claim through depositions and document
production.  The damage model for this case involves termination
damages for three separate IADC drilling contracts, two of which
include liquidated damage provisions of approximately $10 million
each.

                        Down-hole Solutions

Blast has been informed by its partner, Reliance Oil and Gas, that
they have received funding to drill a five-well program in Central
Texas.  Reliance plans to drill these wells during the month of
July 2008, and then plans to deploy Blast's fluid jetting rig to
laterally drill and complete these wells during August 2008.  

Reliance's personnel have prior experience specifically applying
down-hole jetting processes, which we believe will substantially
improve the commercial viability of the Blast lateral jetting
process.

                         Satellite Services

Meanwhile, the newly-designed demonstration remote monitoring unit
is expected to be delivered to Blast's Houston office by mid-July
2008, and demonstrations to potential customers in the energy
sector are expected to begin shortly thereafter.  

This unit has been built to provide monitoring and control of
multiple sensors using standard and proprietary radio protocol
controlled applications that are currently being used in pipeline
and oil field operations.

Blast believes there is a substantial opportunity in the energy
industry to consolidate the remote monitoring and control of
sensor networks and to provide immediate notification to key
personnel by interfacing seamlessly with a customer's existing
communication network.

The company expects its new remote server application will allow
it to expand the growth opportunities of its existing satellite
services business.

                      About Blast Energy

Headquartered in Houston, Blast Energy Services Inc.  --
http://www.blastenergyservices.com/-- provides contract land    
drilling services to the energy industry in the United States and
Africa.  The company also provides satellite services to oil and
gas producers, which enables them to monitor and control well
head, pipeline, and drilling operations through broadband data and
voice services from remote operations where conventional land-
based communication networks do not exist.

Blast Energy Inc.'s consolidated balance sheet at March 31, 2008,
showed $2,841,638 in total assets and $5,847,755 in total
liabilities, resulting in a $3,006,117 total stockholders'
deficit.

The company and its wholly owned subsidiary Eagle Domestic
Drilling Operations LLC, filed for Chapter 11 protection on
Jan. 19, 2007 (Bankr. S.D. Tex. Case No. 07-30424 and 07-30426).

On Feb. 26, 2008, the Court entered an order confirming the
company's Second Amended Plan of Reorganization.  The Plan became
effective, and the Debtors emerged from Chapter 11 bankruptcy, on
Feb. 27, 2008.


BOMBAY CO: Judge Lynn Approves Amended Disclosure Statement
-----------------------------------------------------------
The Hon. D. Michael Lynn of the United States Bankruptcy Court
for the Northern District of Texas approved an amended disclosure
statement explaining an amended Chapter 11 plan of liquidation
filed by The Bombay Company Inc. and its debtor-affiliates
together with the Official Committee of Unsecured Creditors, as
co-proponent, on July 2, 2008.

Judge Lynn held that the proponents' amended disclosure statement
contains adequate information within the meaning of Section 1125
of the U.S. Bankruptcy Code.

Judge Lyn will convene a hearing on Aug. 20, 2008, at 1:30 p.m.,
to consider confirmation of the proponents' amended plan.  The
hearing will take place at Eldon B. Mahon U.S. Courthouse at 501
W. Tenth Street in Fort Worth, Texas.  Objections, if any, are due
Aug. 11, 2008, at 4:00 p.m. Central Time.

Deadline for voting on the amended plan is Aug. 11, 2008.

                      Postpetition Financing

On Oct. 11, 2007, the Court authorized the Debtors to obtain, on a
final basis, up to $115 million in postpetition financing from GE
Corporate Lending and GE Canada Finance Holdings Company.  The
loan incurs interest rate of the higher of bank prim loan rate and
the Federal Fund Rate plus 0.50% per annum, according the Debtors'
regulatory filing with the Securities and Exchange Commission.

The loan will be used to fund operations, including employees
salaries and benefits as well as postpetition vendor payments
during Chapter 11 reorganization process.

                           Asset Sales

During an October 2007 auction, the Debtors accepted a bid by a
joint venture comprised of Gordon Brothers Retail Partners LLC and
Hilco Merchants Resources LLC of 109.5% of the actual cost value
of the Debtors' United States inventory.  Furthermore, the Debtors
also shared with GB Hilco Merchants in proceeds of the inventor
liquidation after GB Hilco recovered its investment plus an agreed
return.

On Nov. 8, 2007, the Court authorized the Debtors to sell their
corporate headquarters located at 550 Bailey Avenue in Fort Worth,
Texas, to Goff Capital Inc. for $16.35 million.  The Debtors
realized at least $1.8 million in the disposition of lease
designation rights.  As reported in the Troubled Company Reporter,
Goff Capital will be assuming the unexpired leases of office
spaces at the complex.  The Debtor also provided adequate
assurance of future performance pursuant to Section 365(f)(2) of
the U.S. Bankruptcy Code, and no cure amounts are required to be
paid to the office tenants pursuant to Section 365(b)(1).

On Oct. 11, 2007, the Debtors began negotiations with a Canadian
bidder -- Benix & Co. and affiliates of Hilco Consumer Capital --
for the sale of their Canadian operations.  The bidder offered to
pay 110% of the cost value of the Canadian inventory and proposed
to assume all of the obligations of the Debtors' Canadian assets.  
The sale of the Debtors' Canadian assets was approved by the
Canadian Bankruptcy Court on Oct. 23, 2007.

The Court approved on Jan. 23, 2008, the sale of the Debtors'
intellectual property to Bombay Brands LLC for $2 million.  The
Debtors retained a 25% ownership in Bombay Brands.

                      Overview of the Plan

Under the Plan, Elaine D. Crowley, the appointed liquidation
trustee, will issue a share of common stock for The Bombay Company
Inc. and become the sole shareholders, officer and director of The
Bombay Company Inc. replacing its existing shareholders and
company officers.  All other shares of any class of stock of each
of the Debtors will be canceled on the Plan's effective date.

A liquidation trust will be created for the benefit of all
creditors of the estates holding allowed claims.

According to the Plan, the Debtors are expected to transfer any
of their assets including (i) cash and accounts, (ii) litigation
causes of action, (iii) ownership interest in Bombay Brands LLC,
(iv) all other property interests, rights, claims, defenses and
causes of action with respect to any and all non-debtor
intercompany claims or the Debtors.

The amended plan classifies interests against and liens in the
Debtors in seven classes.  The classification of interests and
claims are:

                 Treatment of Claims and Interests

     Class            Type of Claims             Treatment
     -----            --------------             ---------
     unclassified     administrative claims   
  
     unclassified     priority tax claims

     1                priority-non-tax claims    unimpaired

     2                secured claims             unimpaired

     3                general unsecured claims   impaired

     4                unsecured Bombay Gift      impaired
                       Card Convenience Class

     5                subordinated claims        impaired

     6                intercompany claims        impaired

     7                interests                  impaired

Classes 1, 2, 5, 6 and 7 are not entitled to vote on the
proponents Chapter 11 Plan.

Each holder in Class 1 will be paid 100% of the unpaid amount of
allowed claim in cash after the distribution date.  Holders may
receive other less favorable treatment as may be agreed upon by
the claimant and the liquidation trustee.

At the liquidation trustee's option, holders of Class 2 Secured
Claims are entitled to get, either:

   a) 100% of the net proceeds from the sale of relevant
      collateral, up to the unpaid allowed amount of the claims;

   b) the return of the relevant collateral; or

   c) an alternative treatment as leaves unaltered the legal,
      equitable and contractual rights of the holder of the
      allowed claim.

On the effective date, holders of Class 3 General Unsecured
Creditors are expected to receive between 16.4% and 28.9% of the
allowed amount of their claims, plus their pro rata shares of any
value realized from the litigation causes of action.  The earlier
plan version provides a recovery to Class 3 holders between 18.5%
and 31.5% of the allowed amount of their claims.

Each holder of Class 4 Bombay Gift Card Convenience Claim will get
cash equal to 25% of the allowed amount of its claim in full on
the plan's effective date.  Class 4 holders will not be entitled
to any future distribution from the liquidation truste.

Holders of classes 5, 6 and 7 will not receive any distribution
from the Debtors.

A full-text copy of the Amended Disclosure Statement is available
for free at:

              http://ResearchArchives.com/t/s?2f37

A full-text copy of the Amended Joint Chapter 11 Plan of
Reorganization is available for free at

              http://ResearchArchives.com/t/s?2f38

                      About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall d,cor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.

The Bombay Furniture Company of Canada Inc. - La Compagnie de
Mobilier Bombay Du Canada Inc., sough protection from its
creditors from the Ontario Superior Court of Justice on Sept. 20,
2007.

The U.S. Trustee for Region 6 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors.  Attorneys at
Cooley, Godward, Kronish LLP act as counsel to the Unsecured
Creditors Committee.  As of May 5, 2007, the Debtors listed total
assets of $239,400,000 and total debts of $173,400,000.

                           *    *    *

The Debtors' consolidated monthly operating report for April 30,
2008, posted total assets of $34,100,177 and total liabilities of
$31,780,942.


CANADIAN SAILING: Files Protection Under Canada's CCAA
------------------------------------------------------
A Canadian court issued an order granting The Canadian Sailing
Expeditions of Halifax protection under the Companies' Creditors
Arrangement Act (CCAA) on June 27, 2008, The Nova Scotia Business
Journal says.

The Debtor is given time to draft a restructuring plan, Business
Journal relates.

Business Journal states that when the Debtor refit its 74-meter
barquentine Caledonia, its expenses increased from the planned
C$7.9 million to C$9.6 million.  Hence, the Debtor ate up its
reserved cash.

President Doug Prothero was reportedly disappointed with the extra
expenses, Business Journal reports.  He said that the Caledonia is
worth C$15 million.  It's business as usual at the Canadian
Sailing, Business Journal quotes Mr. Prothero as saying.

                      About Canadian Sailing

Canadian Sailing Expeditions of Halifax, --
http://www.canadiansailingexpeditions.com/-- founded in 2000,  is  
led by a group of professionals who combine over 35 years of
experience in the marine industry as owners and operators of
traditional tall ships.  By sharing their passion for exploring,
Doug Prothero, David Evans and Michelle Clark offer seacoast
exploration.


CELLU TISSUE: S&P's 'B' Rating Unmoved by Atlantic Paper Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services said that Cellu Tissue Holdings
Inc.'s (B/Stable/--) announcement that it acquired Atlantic Paper
& Foil, a manufacturer of tissue products, on July 2, 2008, has no
impact on its ratings or outlook.  The acquisition is expected to
enhance Cellu Tissue's geographic coverage, increase its
converting capacity, and result in some synergies.  The
acquisition was financed with a combination of debt and an equity
investment by Weston Presidio, the controlling shareholder of the
company.


CHIEF DEVELOPMENT: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Chief Development Group, Inc.
        38 Willow St.
        Murphy, NC 28906

Bankruptcy Case No.: 08-20085

Type of Business: The Debtor is engaged in the wholesale of
                  furnitures.

Chapter 11 Petition Date: June 20, 2008

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay, Jr., Esq.
                  E-mail: ehay@phhlawfirm.com
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Ave.
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  http://phhlawfirm.com/

Total Assets: $2,781,970

Total Debts:  $2,527,483

A copy of Chief Development Group, Inc.'s petition is available
for free at:

      http://bankrupt.com/misc/ncwb08-20085.pdf


COBALT CMBS: Fitch Places Low-B Rated Certs. Under Negative Watch
---------------------------------------------------------------
Fitch Ratings places these classes of Cobalt CMBS Commercial Trust
commercial mortgage pass-through certificates, series 2006-C1 on
Rating Watch Negative:

  -- $3.2 million class M 'B+';
  -- $6.3 million class N 'B';
  -- $6.3 million class O 'B-'.

The Rating Watch Negative placements are due to the transfer to
special servicing of the eighth largest loan (2.5%), which is
shadow rated by Fitch.

The specially serviced loan is the Fortress/Ryan's portfolio,
collateralized by 130 retail properties, specifically a mix of
restaurant tenants, located in 22 different states.  The loan is
current, but it was transferred to the special servicer when the
Master Lessee and Lease Guarantor filed for bankruptcy.  The
borrower and the special servicer are currently reviewing workout
options.  Once more information is known including valuations,
workout strategies, lease status and the status of store
operations, Fitch will revisit the ratings.  Downgrades are
possible if losses are expected or the loan is expected to perform
significantly below the level at issuance.

The Fortress/Ryan's Portfolio properties also secure a pari passu
companion loan that is not an asset of the trust.  It was
securitized in the COMM 2006-C8 transaction.


COMM 2006-C8: Fitch Puts $9.4MM Certs. B+ Rating Under Neg. Watch
-----------------------------------------------------------------
Fitch Ratings places these class of COMM 2006-C8 Mortgage Trust
commercial mortgage pass-through certificates on Rating Watch
Negative:

  -- $9.4 million class O at 'B+'.

The Rating Watch Negative placement is due to the transfer to
special servicing of the 12th largest loan (1.7%), which is shadow
rated by Fitch.

The specially serviced loan is the Fortress/Ryan's portfolio,
collateralized by 130 retail properties, specifically a mix of
restaurant tenants, located in 22 different states.  The loan is
current, but it was transferred to the special servicer when the
Master Lessee and Lease Guarantor filed for bankruptcy.  The
borrower and the special servicer are currently reviewing workout
options.  Once more information is known including valuations,
workout strategies, lease status and the status of store
operations, Fitch will revisit the ratings.  Downgrades are
possible if losses are expected or the loan is expected to perform
significantly below the level at issuance.

The Fortress/Ryan's Portfolio properties also secure a pari passu
companion loan that is not an asset of the trust.  It was
securitized in the Cobalt 2006-C1 transaction.


COUNTRYWIDE FINANCIAL: Workers Worried About Severance Pay
----------------------------------------------------------
Countrywide Financial Corp. employees are fretting over the
possible loss of their severance benefits after Bank of America
Corp. revealed its severance option plans, Reuters reports.

In BofA's Web site, officials posted the "Countrywide Change of
Control Severance Plan," under which BofA will have the right to
grant or waive an employee's severance pay in the event that an
employee:

   * turns down an offered position;
   * relocates to another area; and
   * accepts a 20 percent cut in compensation, or a 10 percent
     cut (for lower-level workers).

Rather than terminate employees, BofA will extend employment
offers that are "inferior in every respect to the employees'
former positions", said a Countrywide official in California.

As reported in the Troubled Company Reporter on July 2, 2008, BofA
completed its purchase of Countrywide last week for $2.5 billion.  
As part of the acquisition plans, BofA intends to eliminate around
7,500 positions.  The reductions will take place throughout the
country within the next two years.

                   About Countrywide Financial

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

                          *     *     *

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

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


C&S FINANCE: Wants to Employ Winderweedle Haines as Counsel
-----------------------------------------------------------
C&s Finance Orlando Inc. and its debtor-affiliate, C&S Orlando
Inc., seek the authority of the United States Bankruptcy Court for
the Middle District of Florida to employ Winderweedle, Haines,
Ward, & Wodman, P.A. as their bankruptcy counsel.

Winderweedle Haines has received a $46,000 retainer in connection
with the preparation and filing of the Debtor's bankruptcy cases,
and $2,078 for the Court's filing fees.  Of the $46,000 retainer,
$6,029 was applied towards prepetition services.

To the best of the Debtors' knowledge, Winderweedle Haines does
not hold or represent any interest adverse to the Debtors or their
estates, and the firm is a "disinterested person" as defined in
Sec. 101(14) of the bankruptcy code.

The Debtors did not include a schedule of monetary compensation
for fees and expenses to be paid to Winderweedle Haines, for
services to be rendered as bankruptcy counsel to the Debtors.

Based in Orlando, Florida, C&S Finance Orlando Inc. and its debtor
affiliate C&S Orlando Inc. are engaged in car dealership.  The
Debtors filed for Chapter 11 bankruptcy protection on June 4, 2008
(M.D. Fla. Lead Case No. 08-04640).  Ryan E. Davis, Esq., at
Winderweedle Haines Ward & Woodman P.A., represents the Debtors as
counsel.  When the Debtors filed their schedules, they listed
total assets of $13,270,031 and total liabilities of $23,020,530.


C&S FINANCE: Files Schedules of Assets and Liabilities
------------------------------------------------------
C&S Finance Orlando Inc. and C&S Orlando Inc. filed with the U.S.
Bankruptcy Court for the Middle District of Florida, their  
schedules of assets and liabilities, disclosing:

A.  C&S Finance Orlando Inc.

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                        
  B. Personal Property            $11,076,351                 
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding                           $ 8,550,887    
     Secured Claims                                       
  E. Creditors
Holding                                                                                             
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                             2,212,547
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $11,076,351    $10,763,434  

B.  C&S Orlando Inc.  

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                        
  B. Personal Property            $ 2,193,680                  
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding                           $    21,877
     Secured Claims                                       
  E. Creditors Holding                                18,696     
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                            12,217,722
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $ 2,193,680    $12,257,096

Based in Orlando, Florida, C&S Finance Orlando Inc. and its debtor
affiliate C&S Orlando Inc. are engaged in car dealership.  The
Debtors filed for Chapter 11 bankruptcy protection on June 4, 2008
(M.D. Fla. Lead Case No. 08-04640).  Ryan E. Davis, Esq., at
Winderweedle Haines Ward & Woodman P.A., represents the Debtors as
counsel.


DAVANTI INVESTMENTS: Case Summary & Three Unsecured Creditors
-------------------------------------------------------------
Debtor: Davanti Investments, LLC
        59 Damonte Ranch Parkway, B-346
        Reno, NV 89521

Bankruptcy Case No.: 08-51116

Type of Business: The Debtor is engaged in real estate.

Chapter 11 Petition Date: July 7, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Michael Lehners, Esq.
                  Email: mikelehners@yahoo.com
                  429 Marsh Ave.
                  Reno, NV 89509
                  Tel: (775) 786-1695
                  Fax: (775) 786-0799

Total Assets: $5,675,100

Total Debts:  $3,367,573

A copy of Davanti Investments, LLC's petition is available for
free at:

      http://bankrupt.com/misc/nvb08-51116.pdf


DELPHI CORP: Reaches Deal with U.S. Labor Dept. on ERISA Claim
--------------------------------------------------------------
The Hon. Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York has approved a stipulation between
Delphi Corporation and the Secretary of the United States
Department of Labor.

On July 31, 2006, the Secretary, on behalf of the Delphi Personal
Savings Plan for Hourly Rate Employees in the United States,
filed Claim No. 15135 against Delphi, which asserts an unsecured
non-priority claim in an unliquidated amount arising from alleged
violations of the Employee Retirement Income Security Act of 1974
in connection with the investment of certain stock dividends held
in the Plan's General Motors $1-2/3 Par Value Common Stock Fund
from 2000 to 2003 and certain remedial actions taken in
connection therewith in 2004 and 2005.  

The Debtors objected to Claim No. 15135 in their 19th Omnibus
Claims Objection.  The Secretary disputed the Objection.

On Aug. 2, 2007, the Secretary, on behalf of the Plan, filed Claim
No. 16638, which amended Claim No. 15135 and asserted an unsecured
non-priority claim of $3,233,000.  The Debtors objected to Claim
No. 16638 in their 21st Omnibus Claims Objection.

On Oct. 25, 2007, the Bankruptcy Court issued an order disallowing
and expunging Claim No. 16638 in its entirety and providing that
Claim No. 15135 will remain on the Debtors' claims register.

On March 31, 2008, the Secretary, on behalf of the Plan, filed
Claim No. 16815, which replaced the Original Claim and asserted
an unsecured non-priority claim of $3,232,133 arising from
alleged violations of ERISA in connection with the investment of
certain stock dividends held in the Plan's General Motors $1-2/3
Par Value Common Stock Fund from 2000 to 2003 and certain
remedial actions taken in connection therewith in 2004 and 2005.

On May 12, 2008, Delphi presented to the Secretary a petition
under Section 502(l)(3)(B) of ERISA, 29 U.S.C. Section
1132(l)(3)(B), and 29 C.F.R. Section 2570.85, seeking a waiver of
any civil penalty arising from the Secretary's recovery from
Delphi of any applicable recovery amount on account of the Claim.
On May 19, 2008, the Secretary granted the Petition.

On June 12, 2008, to resolve the 19th Omnibus Claims Objection
with respect to the Original Claim, Delphi and the Secretary
entered into a settlement agreement.

The Settlement Agreement provides for these terms:

    -- Delphi, without admitting or denying the allegations made
       by the Secretary concerning the Claim, acknowledges and
       agrees that the Claim will be allowed as a general
       unsecured claim against Delphi for $1,623,392.

    -- The Secretary assigned to Delphi in its capacity as a Plan
       fiduciary any unexpired Rights received by the Secretary
       or the U.S. Department of Labor on account of the Claim
       prior to the execution of the Settlement Agreement by the
       Secretary and Delphi.

    -- Any other consideration distributed by the Debtors on
       account of the Claim will be distributed directly to
       Delphi in its capacity as a Plan fiduciary.

    -- Delphi will distribute any Consideration it receives at no
       cost to the Plan in accordance with the agreed allocation
       plan.

    -- Delphi agrees to cause certain third parties to deliver to
       Delphi in its capacity as a Plan fiduciary a cash payment,
       and to distribute the Third-Party Payment at no cost to
       the Plan in accordance with the Allocation Plan.

    -- The Plan will release and waive any right to assert
       against the Third Parties any claim, cause of action,
       demand, or liability of every kind and nature whatsoever,
       including those arising under contract, statute, or common
       law, whether or not known or suspected at this time, which
       relate to the Claim or any matters giving rise to the
       Claim.

    -- To the extent the distribution of Consideration in the
       form of securities to the Plan or the Plan Releases could
       be construed as prohibited transactions under ERISA, the
       transactions qualify as exempt transactions under        
       Prohibited Transaction Exemption 79-15, provided that the
       Court authorizes the transactions.

Delphi believes it is authorized to enter into the Settlement
Agreement either because the Claim involves ordinary course
controversies or pursuant to the Court's orders under Sections
363, 502, and 503 of the Bankruptcy Code and Rule 9019(b) of the
Federal Rules of Bankruptcy Procedure.

The parties' Court-approved stipulation provides that:

    1. The Claim will be allowed for $1,623,392 and will be
       treated as an allowed general unsecured non-priority claim
       against the estate of Delphi and will not be subject to
       reconsideration pursuant to Section 502(j) of the
       Bankruptcy Code.

    2. Within five business days after the Secretary receives
       written notice from Delphi that Delphi, in its capacity as
       a Plan fiduciary, has received the Third-Party Payment,
       the Secretary will withdraw with prejudice its responses
       to the 19th Omnibus Claims Objection.

    3. Delphi will distribute the Consideration to the Plan in
       accordance with the Settlement Agreement.

    4. The Plan will implement the Plan Releases.

                U.S. Labor Department's Statement

The U.S. Department of Labor and Delphi Corp. have obtained
approval of settlement by the U.S. bankruptcy court in New York
that allows the government to recover more than $2.2 million in
retirement plan assets owed to the Delphi Personal Savings Plan
for Hourly Employees in the United States.

"This settlement will ensure that assets are available to pay
future retirement benefits for these workers," said Secretary
of Labor Elaine L. Chao.

The bankruptcy settlement resolves a claim brought by the Labor
Department on July 31, 2006, seeking to restore assets to the
savings plan lost as a result of investment activities.  The claim
and settlement resulted from an investigation by the department's
Employee Benefits Security Administration into improperly invested
dividends the company failed to properly disclose or correct.
Between 2000 and 2003, dividends were improperly invested in
General Motors Corp. stock, rather than in an income fund as
required by Delphi's savings plan.

The investigation was conducted by the Detroit District Office of
EBSA's Cincinnati region. Employers and workers can reach the
regional office at 859-578-4680 or toll-free at 866-444-3272 for
help with problems relating to private sector retirement and
health plans.  In fiscal year 2007, EBSA achieved monetary results
of $1.5 billion related to pension, 401(k), health and other
benefits for millions of American workers and their families.

                      About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their proposal
to provide $2,550,000,000 in equity financing to Delphi.

(Delphi Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: District Judge Articulates Injunction in Mesa Suit
-------------------------------------------------------------
U.S. District Judge Clarence E. Cooper articulated the preliminary
injunction previously granted to Mesa Air Group against Delta Air
Lines, Inc., blocking the carrier from terminating the regional
flying agreement worth $20,000,000 a month, The Associated Press
reports.

Delta moved many of Mesa's flights to congested John F. Kennedy
International Airport in New York and later used increased flight
cancellations by Mesa subsidiary Freedom Airlines to justify its
decision to end the Contract, Judge Cooper said in a 36-page
decision filed June 25, 2008, with a federal court in Georgia,
according to the report.

Mesa was under the impression that it could exclude some flight
cancellations from JFK in its official completion rate, and Delta
did not inform Mesa that it would calculate completion
differently, Judge Cooper said, notes to the report.

Delta notified Mesa that it planned to terminate a contract as of
May 3, 2008, following allegations that Mesa failed to maintain a
specified completion rate -- the percentage of scheduled flights
that are flown within September and February.  Delta maintained it
could terminate the Contract absent Mesa's maintenance of at least
a 95% completion rate for three months within a six-month period.

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

Mesa complained that the cancellation of the contract will force
it to file for bankruptcy protection and cut 700 jobs.

A Delta spokeswoman told AP that the airline is disappointed with
the court's ruling and that it intends to appeal.

The Troubled Company Reporter said on June 5, 2008, that Mesa Air
Group Inc. won on May 29 a preliminary injunction from
the United States District Court for the Northern District of
Georgia in Atlanta, enjoining Delta Air Lines from terminating its
Connection Agreement with Mesa, and its wholly owned subsidiary,
Freedom Airlines Inc.

                          About Mesa Air

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

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

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

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELTA AIR: To Pull Out of Bakersfield, California by September 1
----------------------------------------------------------------
Delta Air Lines, Inc. will pull out of Bakersfield, California,
effective September 1, 2008, to trim fuel costs, The Bakersfield
Californian reports.

The route elimination covers Kern County, California's only
direct connection to Salt Lake City.

Delta spokesperson Anthony Black said Delta's decision to
terminate flight operations at Bakersfield is part of a 13% cut
in domestic capacity.  Ultimately, however, "it comes down to
operational costs directly related to fuel," Mr. Black said,
according to the report.

Mr. Black urged anyone with a ticket to fly from Bakersfield to
Salt Lake City after September 1 to contact Delta for (i) a full
refund, (ii) a corresponding flight out of Los Angeles or Santa
Barbara, or (iii) a ticket on another carrier out of Meadows
Field.

Flights, however, are continuing from Bakersfield to Phoenix,
Denver, Los Angeles and San Francisco, Kent County airports
analysis and marketing manager Teresa Hitchcock told the
newspaper.

Ms. Hitchcock said the news "came as a surprise" because Delta
recently made plans to reinstate a second daily flight to Salt
Lake City, which is set to run July 10 through Aug. 18, 2008, the
report says.

Delta is the third airline to leave Meadows Field Airport in 2008,
the newspaper notes.

                         About Delta Air

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

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

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.    
(Delta Air Lines Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


EARTH BIOFUELS: Completes Share Exchange Deal with PNG Ventures
---------------------------------------------------------------
Earth Biofuels Inc. completed a share exchange with PNG Ventures
Inc. that has resulted in PNGX acquiring EBOF's subsidiary, New
ELNG LLC, which includes Applied LNG Technologies USA LLC and its
related LNG business, in exchange for the transfer to EBOF of a
majority ownership of PNGX.

As reported in the Troubled Company Reporter on June 13, 2008,
Earth Biofuels executed a binding letter of intent with PNG
Ventures Inc. whereby PNG Ventures has agreed to purchase a 100%
ownership interest in Earth Biofuels' subsidiary, Earth LNG Inc.

The company stated that with the acquisition, PNGX is now
positioned to grow ALT's LNG business of producing and
distributing liquefied natural gas as a transportation fuel.  As a
result, Earth Biofuels' management believes its shareholders will
benefit through the company's ownership in PNGX," Kevin Markey,
former vice president of sales for ALT, will be serving as interim
CEO of PNGX.

The company related that LNG is becoming a fuel of choice among
large fleet operators who are seeking cleaner and less costly
options to traditional diesel fuel.  At current oil and gas prices
and tax incentive programs, LNG is between one half and two thirds
the cost of petroleum diesel as a fuel for vehicles, depending on
the customer.

Additionally, emissions of greenhouse gases and particulate matter
from LNG-powered vehicles are significantly lower than those from
petroleum diesel-powered vehicles.

The spin-off transaction is an important part of EBOF's
restructuring plan.  The share exchange has allowed EBOF to
restructure its financial obligations and pursue its main focus of
biodiesel and cellulosic ethanol production and alternative fuels
distribution.

"Our management believes this transaction will unlock the value of
the company's LNG business and allow it to grow both in terms of
production capacity well as market penetration, EBOF's CEO, Dennis
McLaughlin, stated.  "The management of PNGX will be able to focus
on growing the LNG business as a pure play, and EBOF and its
shareholders will benefit through its substantial ownership of a
significant player in the fast growing LNG industry."

                     About PNG Ventures Inc.

Based in Carlsbad, California, PNG Ventures Inc. (OTCBB: PNGX) is
a development stage company that engages in the business of
Edgarizing, a process of electronically converting Microsoft Word
documents into hypertext markup language.  This document would be
filed with the Securities and Exchange Commission.  The company,
through its licensed Edgarizing software, converts documents from
Microsoft Word to HTML.  PNG Ventures was founded in 1995.

                     About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. --
http://www.earthbiofuels.com/-- (OTC BB: EBOF) engages in the     
production, distribution, and sale of renewable fuels, with a
focus on biodiesel fuel, in the United States.  The company
produces pure biodiesel fuel (B100) through the utilization of
vegetable oils, such as soy and canola oil as raw material.  The
company distributes petroleum/biodiesel blended fuel, such as B20
through wholesale distributors, truck stops, and fueling stations.  
Earth Biofuels also produces and markets liquefied natural gas.

On July 11, 2007, five creditors with claims of around $33 million
filed an involuntary chapter 7 petition against the company
(Bankr. D. Del. Case. No. 07-10928).  Adam G. Landis, Esq., and
Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the
petitioners.  A hearing to consider approval of an interim
settlement agreement entered into by the company and its creditors
is set for Dec. 10, 2007.  The agreement provides for the
dismissal of the involuntary chapter 7 petition in exchange for
the Debtor admitting its liability under a $52 million loan.  In
December 2007, the Court dismissed the chapter 7 petition.

At Dec. 31, 2007, the company's balance sheet showed $79,845,000
in total assets and $133,989,000 in total liabilities, resulting
in $54,144,000 stockholders' deficit.


ENERGY EXPLORATION: Posts $346,846 Net Income in 2007
-----------------------------------------------------
Energy Exploration Technologies Inc. reported net income of
$346,846 on total revenue of $5,378,451 for the year ended
Dec. 31, 2007, compared with a net loss of $3,767,458 on total
revenue of $1,100,529 for the year ended Dec. 31, 2006.

The net loss for the year ended Dec. 31, 2006, included interest
and penalties on convertible debentures of $1,137,296, versus
interest and penalties on convertible debentures of $76,059 for
the year ended Dec. 31, 2007.

In 2007 the company completed five Stress Field Detection (SFD)
surveys for three clients over an area that exceeded 15,000 sq.
km. in Alberta and British Columbia (one survey completed in 2006
and nil in 2005).  The surveys generated revenues of $5,347,982 in
2007 and $1,063,645 in 2006 plus entitle the company to a gross
overriding royalty (GORR) for any future production resulting from
the SFD survey.  

Oil and natural gas revenue was $30,469 in 2007, as compared to
$36,884 in 2006.  The company has a well at Entice, Alberta in
which it has a 22.5% working interest.  The company said the year
to year revenue variation is due to natural decline.

The company had an operating income of $560,590 in 2007, as
compared to an operating loss of $2,633,196 in 2006, representing
an overall increase of $3,193,786 in the year.  

                          Balance Sheet

Energy Exploration Technologies Inc.'s consolidated balance sheet
at Dec. 31, 2007, showed $9,222,769 in total assets, $3,327,536 in
total liabilities, and $5,895,233 in total stockholders' equity.

Full-text copies of the company's annual report on Form 20-F for
the year ended Dec. 31, 2007, are available for free at:

               http://researcharchives.com/t/s?2eef

                       Going Concern Doubt

Energy Exploration Technologies Inc. believes conditions exist
that cast substantial doubt about its ability to continue as a
going concern.  

Energy Exploration Technologies Inc. said it is in the early stage
of commercializing its SFD technology.  Its ability to generate
cash flow from operations will depend on its ability to service
its existing clients and develop new clients for its SFD services.  
Management also recognizes that this early commercialization phase
can last for several years.  In addition, Energy Exploration said
that consistent with this early stage of commercialization the
company has a significant economic dependency on a few customers.

In 2007, the company's largest customer accounted for 81% of its
survey revenue and three customers accounted for 100% of survey
revenue.  At Dec. 31, 2007, the company  had amounts outstanding
from its two largest customers of $804,806.  In 2006, the company
had two customers who accounted equally for 100% of its survey
revenue.  

                     About Energy Exploration

Based in Calgary, Alberta, Canada, Energy Exploration Technologies
Inc. (OTC BB: ENXTF; TSX-V: SFD) -- http://www.nxtenergy.com/--  
is in the business of providing wide-area airborne exploration
services to the oil and gas industry.  The company utilizes its
proprietary SFD Survey System to offer its clients a unique
service to rapidly identify sub-surface structures with reservoir
potential in sedimentary basins with no environmental impact.  The
value of the service is providing clients with an efficient, cost
effective method of surveying large tracts of land and delivering
an inventory of SFD prospects with high potential.


ENERGY SPINAL: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Energy Spinal Group, P.C.
        aka Energy Spinal Center
        aka Energy Spinal Centers
        dba Energy Spinal Center, P.C.
        aka Energy Spinal Centers Harlingen
        2114 Eddie Ct.
        Brownsville, TX 78520

Bankruptcy Case No.: 08-10352

Type of Business: The Debtor provides chiropractic rehabilitation.

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                     Email: evrcourt@malaiselawfirm.com
                  Malaise Law Firm
                  1265 N. Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630
                  http://www.malaiselawfirm.com/

Total Assets: $1,278,649

Total Debts:    $835,827

A copy of Energy Spinal Group, PC's petition is available for free
at http://bankrupt.com/misc/txsb08-10352.pdf


ENVIRONKARE TECH: Venture with LRM Gets $1MM SunTrust Financing
---------------------------------------------------------------
Environkare Tech, Inc. disclosed that LRM Industries, LLC, has
secured financing to extend its current operating line of credit.  
Envirokare, through its joint venture interest in LRM, is
developing state-of-the-art TPF ThermoPlastic Flowforming(TM) and
STF Sheetless Thermoforming(TM) process technologies, which
produce proprietary long-fiber reinforced and non-reinforced
thermoplastic products.

The financing was provided by SunTrust Bank and includes an
extension of an existing revolving credit line to provide up to
$1 million, or $1.55 million in the aggregate, in additional
working capital to be utilized by LRM for general operating
purposes.

LRM Industries, LLC was formed to commercialize TPF ThermoPlastic
Flowforming(TM) and aligned technologies through development,
manufacturing and licensing.  LRM is a joint venture of NOVA
Chemicals, Inc. and Envirokare Composite Corporation (a wholly
owned subsidiary of Envirokare Tech).

Headquartered in New York, Envirokare Tech Inc. (OTC BB: ENVK)  
-- http://www.envirokare.com/-- is engaged in the application   
design, development and manufacturing, utilizing proprietary
thermoplastic composite technologies including TPF Thermoplastic
Flowforming(TM) technology.  The company's TPF Thermoplastic
Flowforming(TM) business is being conducted through its position
and interest in LRM Industries LLC.

Envirokare Tech Inc.'s consolidated balance sheet at March 31,
2008, showed $13,389,754 in total assets, $15,424,632 in total
liabilities, and $2,179,577 in minority interest in subsidiary,
resulting in a $4,214,456 total stockholders' deficit.

                      Going Concern Doubt

PBM Helin Donovan, LLP, in Spokane, Washington, expressed
substantial doubt about Envirokare Tech 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 pointed to the company's significant operating
losses.


ESMARK INC: Buyer Severstal Purchases Another U.S. Steel Producer
-----------------------------------------------------------------
Esmark Inc. disclosed that its buyer OAO Severstal has completed
the acquisition of WCI Steel Inc., another US steel company.
Severstal acquired all of the outstanding equity of WCI for a
total cash consideration of $140 million.

As reported in the Troubled Company Reporter on June 27, 2008,
Severstal entered into a definitive merger agreement to acquire
Esmark Incorporated's common shares for $19.25 per share in cash
or $775 million.  The offer, which was boosted by 13%, topped a
$19-a-share bid from India's Essar Steel Holdings Ltd.

Severstal stated that WCI's total annual steel-making capacity of
1.22 million metric tons is focused on high-quality, custom flat-
rolled steel for use in demanding applications.  Together with
Severstal's US operations, WCI will solidify the company's
position as one of North America's producers of quality flat-
rolled steel for the automotive, appliance, furniture,
construction and energy markets.

                        About Severstal

Headquartered in Cherepovets, Russia, OAO Severstal --
http://www.severstal.com/-- is the country's largest steel
producer, with steel production of 17.1 million tons in 2005.
The Company owns Severstal North America, the fifth largest
integrated steel maker in the U.S. with 2005 production of 2.7
million tons, and Lucchini, Italy's second largest steel group
with 2005 production of 3.5 million tons.  Severstal is one of
the world's lowest cost and most profitable steel producers,
with 2005 EBITDA per ton of around EUR150 per ton.

                        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.


EXIDE TECHNOLOGIES: Moody's Hikes Corporate Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service has upgraded the Corporate Family and
Probability of Default Ratings of Exide Technologies, Inc. to B3
from Caa1.  In a related action, Moody's raised the ratings on the
company's asset based revolving credit facility to Ba2 from Ba3,
the senior secured term loans to Ba3 from B1, and the senior
secured junior-lien notes to B3 from Caa1.  The outlook is stable.

The upgrade reflects Exide Technologies' improved credit metrics
that have been achieved as a result of cost reduction initiatives
and successful pricing actions which have offset the impact of
increasing lead costs on the company's operations.

These actions have reduced financial risk and positioned the
company to generate credit metrics consistent with the B3 rating
over the intermediate term.  While Exide Technologies benefits
from its geographic and customer diversification, it remains
exposed to cyclical industry conditions, and commodity pricing
pressures.

The stable outlook reflects Moody's expectation that Exide
Technologies will generate free cash flow in the near term as a
result of its restructuring and pricing initiatives and that
financial metrics, which have improved meaningfully over the past
year, will remain supportive of the B3 rating.  

While demand for automotive batteries will remain cyclical,
particularly for OEM applications, Exide Technologies' performance
should benefit from its diversification; 80% of revenue is derived
from industrial and aftermarket transportation battery sales and
about 60% of revenue is derived from non-US sources.  

The cost of lead, which is a principal material used in battery
fabrication, has been volatile, and during periods of peak
commodity prices has been a significant drain on Exide
Technologies' liquidity.  Yet with improved pass through of raw
material costs in customer pricing arrangements, Exide
Technologies should be better able to sustain profits.

For the fiscal year ended March 31, 2008, Debt/EBITDA was
approximately 4.4x and interest coverage approximated 1.1x.  
Exide's liquidity is adequate and should also provide stability
for the rating; cash on hand at March 31, 2008 was $90 million and
the company had $136 million of availability under its revolving
credit facility.

Ratings upgraded:

Exide Technologies, Inc.

  -- Corporate Family Rating to B3 from Caa1;
  -- Probability of Default Rating to B3 from Caa1;

  -- $200 million asset based revolving credit facility, to Ba2
     from Ba3

  -- $290 million of senior secured junior-lien notes due March
     2013 to B3 (LGD3, 44%) from Caa1;

Exide Technologies, Inc. and its foreign subsidiary Exide Global
Holdings Netherlands CV:

  -- $130 million senior secured term loan at Exide Technologies,
     Inc. to Ba3 (LGD2, 15%) from B1;

  -- $165 million senior secured term loan at Exide Global
     Holdings Netherlands CV to Ba3 (LGD2, 15%) from B1.

The last rating action was on March 4, 2008.

Exide Technologies' existing $60 million floating rate convertible
subordinated note due September 2013 are not rated by Moody's.

In a January 2008 Special Comment, Moody's outlined the changes to
its Loss-Given-Default methodology to recognize the favorable
recovery experience of asset-based loans relative to other types
of senior secured first-lien loans.  The terms of Exide
Technologies' ABL meet the eligibility requirements outlined in
the Special Comment and, therefore, its rating is Ba2, which is
one notch higher than would otherwise have been indicated by the
LGD waterfall.

Headquartered in Alpharetta, Georgia, Exide Technologies, Inc. is
one of the largest global manufacturers of lead acid batteries,
with net sales approximating $3.7 billion.  The company
manufactures and supplies lead acid batteries for transportation
and industrial applications worldwide.


FAYE ESTATES: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Faye Estates, LLC
        6104 Paseo La Vista
        Woodland Hills, CA 91367

Bankruptcy Case No.: 08-14679

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

Chapter 11 Petition Date: July 8, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: John L. Sun, Esq.
                  3550 Wilshire Blvd., Ste. 1250
                  Los Angeles, CA 90010
                  Tel: (213) 382-7205

Total Assets: $20,004,404

Total Debts:  $12,270,662

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Los Angeles County Tax         property taxes:       $47,703
Collector                      225 N. Hill St.
P.O. Box 54018                 Los Angeles, CA 90012
Los Angeles, CA 90054          Tel: (888) 807-2111

Latham & Watkins, LLP          legal services        $36,672
55 S. Grand Ave.
Los Angeles, CA 90071-1560
Tel: (213) 485-1234

Los Angeles County Dept. of    permit fees           $23,000
Regional Planning
320 W. Temple St.
Los Angeles, CA 90012

Don Baker                      legal services        $10,228


FREMONT GENERAL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Fremont General Corporation delivered to the United States
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property           $362,227,537
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           
      Secured Claims
   E. Creditors Holding                           
      Unsecured Priority
      Claims
   F. Creditors Holding                          $326,529,372
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $362,227,537  $326,529,372

When the Debtor filed for protection from its creditors, it listed
total assets of $643,197,000 and total debts of $320,630,000.

Tiffany Kary of Bloomberg News reports that the Debtor's co-
counsel, Scott H. Yun, Esq., at Stutman Treister & Glat, said the
assets and debts in the initial court filing were for the period
Sept. 30, 2007.  The estimates exclude potential recoveries from
lawsuits, Ms. Kary adds.

                     About Fremont General

Headquartered in Brea, California, Fremont General Corp. (OTC:
FMNT) -- http://www.fremontgeneral.com/-- is a financial services    
holding company.  The company is engaged in deposit gathering
through a retail branch network located in the coastal and Central
Valley regions of Southern California through Fremont Investment &
Loan.  Fremont Investment & Loan funds its operations through
deposit accounts sourced through its 22 retail banking branches
which are insured up to the maximum legal limit by the FDIC.

Fremont General Corp. owns 100% of the common stock of Fremon
General Credit Corporation, which in turn owns 100% of the common
stock of Fremont Investment & Loan Bank.  The bank has 22 retail
banking branches offering a variety of savings and money market
products well as certificates of deposits across its 22 branch
network.  Customer deposits remain fully insured by the FDIC up to
at least $100,000 and retirement accounts remain insured
separately up to an additional $250,000.

Fremont General Corp. filed for Chapter 11 protection on June 18,
2008, (Bankr. C.D. Calif. Case No.: 08-13421).  Robert W. Jones,
Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, represent
the Debtor in its restructuring efforts.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.


FUTURE MEDIA: Bankruptcy Court Erred in Default Interest Ruling
---------------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit found that the
U.S. Bankruptcy Court for the Central District of California
applied the wrong rule on Future Media Productions Inc.'s chapter
11 case, ABI World says, citing Bankruptcy Law 360.

The appellate court said that the bankruptcy court should have not
directed the Debtor to pay default interest and attorneys' fees to
General Electric Capital Corporation, ABI World relates.  The
appellate court ordered the bankruptcy court to adopt the rule on
default interests followed by most federal court before it decides
if payment of attorneys' fees was proper, ABI World writes.

ABI World notes that GE Capital was an oversecured creditor which
agreed to extend $10.5 million, plus $5 million revolving credit
to the Debtor in August 2004.  Under a loan agreement, the Debtor
was obligated to pay higher interest rates upon default.  The
agreement also calls for the Debtor to pay attorneys' fees and
costs incurred during any dispute regarding the loan, ABI World
says.

                Use of GE Capital's Cash Collateral

Future Media obtained court approval on a stipulation authorizing
the use of cash collateral securing repayment of its debts to GE
Capital and SLA Incorporated.  Pursuant to the stipulation, GE
allowed the Debtor to use its cash collateral from Feb. 14, 2006,
to April 17, 2006.

The Debtor owes GE about $5.4 million on account of a prepetition
loan.  The loan is secured by a first priority lien and security
interest on substantially all of the Debtors' assets.  SLA asserts
an $850,000 claim against the Debtor's estate, which is secured by
an alleged second priority interest in the Debtor's assets.

GE allowed the Debtor to use its cash collateral provided that the
Debtor will sell substantially all of its assets by Feb. 19, 2006,
for at least $7.6 million.

                        GE Capital Reserve

A GE Capital reserve was used to fund the Debtor's plan.  As of
May 31, 2006, the Debtor's cash on hand was about $1.6 million,
including the $50,000 GE Capital Reserve.  The Debtor was indebted
to General Electric Capital Corporation for more than $5.3
million.  The Debtor has paid all its debts to GE, including its
disputed default interest amounting to $164,995.  The GE Capital
reserve is maintained for any additional attorneys' fees to which
GE Capital may be entitled.

                        About Future Media

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represented the Debtor in its restructuring
efforts.  Pachulski Stang Ziehl Young Jones & Weintraub LLP
represented the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$12,370,783 in total assets and $30,650,669 in total debts.

The Debtor's chapter 11 plan of liquidation was confirmed in 2007.


GENERAL MOTORS: Denies Rumors on Further Brands Sale to Cut Costs
-----------------------------------------------------------------
Mark LaNeve, General Motor Corp.'s head of sales, denied
speculations that the largest U.S. car manufacturer intends to
sell or close more brands, an alternative that would streamline
costs, The Wall Street Journal relates, citing a letter to dealers
obtained by Down Jones Newswires.  The letter was in response to a
WSJ news story on Monday that cited unnamed sources.

Mr. LaNeve's letter recounts that it has no plans to sell the
Saturn brands as the paper reported.  Although the company has
dropped the Ion, sales for the Aura, Vue, Outlook, and Astra is
going better.  As disclosed in the Troubled Company Reporter on
July 2, 2008, The Saturn division had strong sales in June with
Sky total sales up 62%, Aura up 41% and Vue up 40%.  The Astra had
sales of nearly 900 vehicles.  GM's popular crossover Buick
Enclave, GMC Acadia and Saturn Outlook together accounted for more
than 8,800 vehicle sales in the month as demand for the vehicles
continues to strain available supply.

As disclosed in the Troubled Company Reporter on June 26, 2008,
GM hired Citibank to evaluate strategic alternatives for the
automaker's Hummer brand, including the assessment of prospective
buyers, Reuters reports, citing GM's U.S. sales chief Mark LaNeve.  
GM CEO Rick Wagoner said the move is in response to the rapid rise
n oil prices and the resulting changes in the U.S., changes that
it believes are more structural than cyclical.  Sales of the
Hummer brand dropped 62% in May, compared with May 2007 and sales
of the brand were off 36% January through May.

Mr. LaNeve also stated in the letter to dealers that GM's June
sales were higher than Ford, Chrysler and Toyota on a year-over-
year basis.  Saturn sales were up 9% retail.  Mr. LaNeve urged
dealers to focus on sales and customers.  He insisted that due to
the automotive industry downturn, rumors abound.  He has asked
dealers to contact him directly for any questions.

A full-text copy of Mark LaNeve's Letter to GM Dealers obtained by
Dow Jones Newswires is available for free at:

      http://bankrupt.com/misc/MarkLaNeveLettertoDealers.doc

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

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

                          *     *     *

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corporation and
General Motors of Canada Limited Under Review with Negative
Implications.  The rating action reflects the structural
deterioration of the company's operations in North America brought
on by high oil prices and a slowing U.S. economy.

Standard & Poor's Ratings Services is placing its corporate credit
ratings on the three U.S. automakers, General Motors Corp., Ford
Motor Co., and Chrysler LLC, on CreditWatch with negative
implications, citing the need to evaluate the financial damage
being inflicted by deteriorating U.S. industry conditions--largely
as a result of high gasoline prices.  Included in the CreditWatch
placement are the finance units Ford Motor Credit Co. and
DaimlerChrysler Financial Services Americas LLC, as well as GM's
49%-owned finance affiliate GMAC LLC.

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.


GS MORTGAGE: S&P Puts 'BB' Rating Under Neg. Watch on J Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes from GS Mortgage Securities Trust 2007-GKK1 on CreditWatch
with negative implications.  Concurrently, the ratings on two
other classes from this transaction remain on CreditWatch with
negative implications, where they were placed on May 28, 2008.
     
The CreditWatch placements follow a preliminary analysis of the
transaction, which included an examination of the current credit
characteristics of the pool of assets.  The other two CreditWatch
placements followed a reassessment of the recovery rates assigned
to these commercial mortgage-backed securities transactions.  The
CMBS transactions that collateralize the transaction have a
weighted average rating of 'BBB'.  The preliminary analysis
incorporated Standard & Poor's revised recovery rate assumptions
for CMBS securities.
     
Standard & Poor's will the resolve the CreditWatch negative
placements following a full analysis of the transaction.

               Ratings Placed on Creditwatch Negative

              GS Mortgage Securities Trust 2007-GKK1
  Commercial mortgage-backed securities pass-through certificates

                                  Rating
                                  ------
                   Class    To              From
                   -----    --              ----
                   A-2      AAA/Watch Neg   AAA
                   B        AA/Watch Neg    AA
                   C        A+/Watch Neg    A+
                   D        A/Watch Neg     A
                   E        A-/Watch Neg    A-
                   F        BBB+/Watch Neg  BBB+
                   G        BBB/Watch Neg   BBB
                   H        BBB-/Watch Neg  BBB-
                   J        BB/Watch Neg    BB

             Ratings Remaining on Creditwatch Negative

               GS Mortgage Securities Trust 2007-GKK1
  Commercial mortgage-backed securities pass-through certificates

                          Class    Rating
                          -----    ------
                          K        B/Watch Neg
                          L        B-/Watch Neg


HARBORVIEW MORTGAGE: S&P Junks Ratings on Three Classes of Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage loan pass-through certificates from HarborView
Mortgage Loan Trust 2006-12.  At the same time, S&P affirmed the
ratings on the remaining 10 classes from this transaction.
     
The lowered ratings reflect a steady increase in the dollar amount
of loans in the transaction's delinquency pipeline over the past
six months, combined with deterioration in credit support due to
realized losses.  The high levels of total delinquencies and
severe delinquencies (90-plus days, foreclosures, and REOs) in
this transaction indicate that losses will continue to increase
and further erode available credit support.  Severe delinquencies
for series 2004-12 have risen by 243% over the past six remittance
periods to $588.911 million.
     
As of the June 2008 remittance period, cumulative losses for this
transaction are currently 0.20%.  Total delinquencies were 21.36%
of the current principal balance, while severe delinquencies were
14.65% of the current principal balance.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.  The initial credit enhancement
percentages meet or exceed the amount required for the affirmed
ratings.
     
Subordination, excess spread, and overcollateralization provide
credit support for this transaction.  The underlying collateral
for the series consists primarily of adjustable-rate, conventional
mortgage loans secured by first liens on one- to four-family
residential properties.

                          Ratings Lowered

              HarborView Mortgage Loan Trust 2006-12
              Mortgage loan pass-through certificates

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-3        41162DAL3     BBB            AA-
           B-4        41162DAM1     B              A+
           B-5        41162DAN9     CCC            A-
           B-6        41162DAP4     CC             BBB
           B-7        41162DAQ2     CC             BBB-

                          Ratings Affirmed

               HarborView Mortgage Loan Trust 2006-12
               Mortgage loan pass-through certificates

                  Class      CUSIP         Rating
                  -----      -----         ------
                  1A-1A      41162DAA7     AAA
                  2A-1A1     41162DAB5     AAA
                  2A-1A2     41162DAC3     AAA
                  2A-1A3     41162DAD1     AAA
                  2A-1B      41162DAE9     AAA
                  2A-2A      41162DAF6     AAA
                  2A-2B      41162DAG4     AAA
                  2A-2C      41162DAH2     AAA
                  B-1        41162DAJ8     AA+
                  B-2        41162DAK5     AA


HEALTHSOUTH CORP: Acquires Rehabilitation Unit at Columbia Medical
------------------------------------------------------------------
HealthSouth Corporation entered into a definitive agreement to
acquire a 30-bed inpatient rehabilitation unit at the Medical
Center of Arlington in Texas.  The unit is owned by Columbia
Medical Center of Arlington Subsidiary L.P.

Once the transaction is complete, the unit's operations will
relocate to HealthSouth Rehabilitation Hospital of Arlington.

"We are very pleased to be able to offer HealthSouth's high
quality services to more patients in the Arlington area," said
Jay Grinney, HealthSouth's president and chief executive officer.
"The Medical Center of Arlington has provided exceptional
rehabilitative care to patients in this community for many years
and we look forward to continuing this tradition."

The closing of the transaction is subject to certain state and
federal regulatory approvals and is expected to take place in the
third quarter of 2008.

                      About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corp. (NYSE:
HLS) -- http://www.healthsouth.com/-- provides inpatient    
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As reported in the Troubled company Reporter on May 9, 2008,
HealthSouth Corporation 's balance sheet at March 31, 2008, showed
$2.0 billion in total assets, $3.1 billion in total liabilities,
$85.7 million in minority interest in equity of consolidated
affiliates, and $387.4 million in convertible perpetual preferred
stock, resulting in a $1.5 billion total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $697.5 million in total current
assets available to pay $911.9 million in total current
liabilities.


HEXION SPECIALTY: Balks at Huntsman's Merger Termination Extension
------------------------------------------------------------------
Hexion Specialty Chemicals, Inc. issued a statement in response to
Huntsman Corporation's decision to extend the merger agreement
termination date and to the counterclaims filed against Hexion in
the Delaware Court of Chancery.

As disclosed in the Troubled Company Reporter on July 3, 2008,
Huntsman's board of directors, unanimously, provisionally
authorized Huntsman Corp. to exercise its right to extend the
merger agreement with Hexion Specialty by an additional ninety
days to Oct. 2, 2008, as permitted by the terms of the merger
agreement.

Huntsman also filed its answer and counterclaims to the Hexion
suit in Delaware and has asked the court to expedite the
proceedings, including by granting expedited discovery and trial.

Huntsman asked the Delaware court to declare that the premature
and inappropriately released Duff & Phelps opinion does not excuse
Hexion from its obligations, that it will in fact be possible to
provide Hexion's lenders with assurance of solvency, and to
declare that no material adverse effect has occurred under the
merger agreement.  Huntsman asked the court to enjoin Hexion from
continuing to breach the merger agreement and to order Hexion to
specifically perform its obligations under the merger agreement.

Under the merger agreement, Huntsman is permitted to extend the
termination date until Oct. 2, 2008, only if its Board of
Directors determines in good faith that there is an objectively
reasonable probability that the transaction can be completed in
that time frame.

"We do not understand how Huntsman's Board of Directors could in
good faith make that determination," Craig O. Morrison, Hexion's
Chairman, President and CEO said.  "There is no factual basis to
conclude that the combined company would be solvent.  As a result,
the merger is not viable.  We also believe that Huntsman has
suffered a material adverse effect in its business.  Nevertheless,
we continue to meet our contractual obligations as demonstrated by
the European Commission's decision on Monday to approve the
Hexion-Huntsman merger."

"Huntsman's counterclaims are without merit," Mr. Morrison further
noted.  "Although we have asked repeatedly for Huntsman's
permission to unseal our Delaware complaint, and have supplied
Huntsman with background supporting the Duff & Phelps opinion,
they have so far refused to allow their shareholders to see the
factual basis for our claims.  We remain confident that we will
prevail."

"Hexion is very well positioned to service its customers and to
compete and grow globally," Mr. Morrison continued.  "We have a
long-dated, stable capital structure and have more than
$475 million of liquidity."

                         Background

As reported by the Troubled Company Repoter on July 13, 2007,
Huntsman greed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately $10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn, plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, primarily due to Huntsman's underperformance,
we believe that consummating the merger on the basis of the
capital structure agreed to with Huntsman would render the
combined company insolvent.  In fact, Huntsman's suit does not
dispute that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

                   About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of     
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting       
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

Hexion Specialty Chemicals Inc.'s balance sheet at March 31, 2008,
showed  the company had total assets of $4.2 billion and total
liabilities of $5.5 billion, resulting in a shareholders' deficit
of $1.3 billion.  


HSN INC: S&P Assigns 'BB' Corp. Credit Rating with Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating, with a stable outlook, to TV shopping and catalog
retailer HSN Inc.
     
At the same time, S&P assigned a bank loan rating of 'BBB-' and a
recovery rating of '1' to HSN Inc.'s proposed $300 million senior
secured credit facilities.  The '1' recovery rating indicates our
expectation of very high (90% to 100%) recovery in the event of a
payment default.  The credit facilities consist of a $150 million
revolving credit facility and a $150 million term loan A, both due
2013.
     
S&P also assigned an issue-level rating of 'BB' and a recovery
rating of '3' to the company's proposed $250 million senior notes
due 2016.  The '3' recovery rating indicates expectation of
meaningful (50% to 70%) recovery in the event of a payment
default.
     
Proceeds from the proposed transactions will be used to fund a
special dividend to IAC/InterActiveCorp as part of the spin-off of
HSN Inc. from IAC.  Pro forma for the transaction, including the
dividend and the senior note offering, total debt outstanding as
of March 31, 2008, was $400 million.
     
"The rating on HSN Inc. reflects the intense industry rivalry
among retailers, the company's inconsistent operating performance
over the past several years, and its declining profit margins,"
said Standard & Poor's credit analyst Andy Liu.  "These factors
are partially offset by high barriers to entry in TV shopping,
moderate debt leverage, and positive discretionary cash flow."
     
St. Petersburg, Florida-based HSN Inc. consists of two main
operations: HSN and Cornerstone Brands.  HSN is a TV shopping
retailer of consumer products.  Cornerstone is a catalog-based
retailer of home and apparel products.


HUNTSMAN CORP: Hexion Balks at Oct. 2 Extension Under Merger Pact
-----------------------------------------------------------------
Hexion Specialty Chemicals, Inc. issued a statement in response to
Huntsman Corporation's decision to extend the merger agreement
termination date and to the counterclaims filed against Hexion in
the Delaware Court of Chancery.

As disclosed in the Troubled Company Reporter on July 3, 2008,
Huntsman's board of directors, unanimously, provisionally
authorized Huntsman Corp. to exercise its right to extend the
merger agreement with Hexion Specialty by an additional ninety
days to Oct. 2, 2008, as permitted by the terms of the merger
agreement.

Huntsman also filed its answer and counterclaims to the Hexion
suit in Delaware and has asked the court to expedite the
proceedings, including by granting expedited discovery and trial.

Huntsman asked the Delaware court to declare that the premature
and inappropriately released Duff & Phelps opinion does not excuse
Hexion from its obligations, that it will in fact be possible to
provide Hexion's lenders with assurance of solvency, and to
declare that no material adverse effect has occurred under the
merger agreement.  Huntsman asked the court to enjoin Hexion from
continuing to breach the merger agreement and to order Hexion to
specifically perform its obligations under the merger agreement.

Under the merger agreement, Huntsman is permitted to extend the
termination date until Oct. 2, 2008, only if its Board of
Directors determines in good faith that there is an objectively
reasonable probability that the transaction can be completed in
that time frame.

"We do not understand how Huntsman's Board of Directors could in
good faith make that determination," Craig O. Morrison, Hexion's
Chairman, President and CEO said.  "There is no factual basis to
conclude that the combined company would be solvent.  As a result,
the merger is not viable.  We also believe that Huntsman has
suffered a material adverse effect in its business.  Nevertheless,
we continue to meet our contractual obligations as demonstrated by
the European Commission's decision on Monday to approve the
Hexion-Huntsman merger."

"Huntsman's counterclaims are without merit," Mr. Morrison further
noted.  "Although we have asked repeatedly for Huntsman's
permission to unseal our Delaware complaint, and have supplied
Huntsman with background supporting the Duff & Phelps opinion,
they have so far refused to allow their shareholders to see the
factual basis for our claims.  We remain confident that we will
prevail."

"Hexion is very well positioned to service its customers and to
compete and grow globally," Mr. Morrison continued.  "We have a
long-dated, stable capital structure and have more than
$475 million of liquidity."

                         Background

As reported by the Troubled Company Repoter on July 13, 2007,
Huntsman greed to a definitive merger agreement with Hexion
Specialty, pursuant to a transaction with a total value of
approximately $10.6 billion, including the assumption of debt.

Under the terms of the agreement, Hexion will acquire all of the
outstanding common stock of Huntsman for $28 per share in cash.
The agreement also provides that the cash price per share to be
paid by Hexion will increase at the rate of 8% per annum beginning
270 days from July 12, 2007.

Huntsman has terminated the merger agreement with Basell AF
believing that the Hexion transaction was a superior proposal.  
The Hexion deal was unanimously approved by the board of directors
of Huntsman.  

The transaction is subject to customary closing conditions,
including regulatory approval in the U.S. and in Europe, well as
the approval of Huntsman shareholders.  Entities controlled by
MatlinPatterson and the Huntsman family and a Huntsman charitable
trust, who collectively own approximately 57% of Huntsman's common
stock, have agreed to vote in favor of the transaction.

The transaction is not subject to a financing condition and
commitments have been obtained by Hexion for all necessary debt
financing from affiliates of Credit Suisse and Deutsche Bank AG.  
Hexion will have up to 12 months, subject to a 90 day extension by
the Huntsman board under certain circumstances, to close the
transaction.

Merrill Lynch & Co. and Cowen and Company LLC acted as financial
advisors to Huntsman.  Vinson & Elkins L.L.P. and Shearman and
Sterling LLP acted as legal advisors to Huntsman.

               Extension of Merger Termination Date

On Jan. 29, 2008, the TCR reported that Hexion informed Huntsman
that it will exercise its right to extend the termination date by
90 days from April 5 to July 4, 2008.  

On April 5, 2008, Hexion Specialty Chemicals Inc. exercised an
option under its merger agreement with Huntsman Corporation dated
as of July 12, 2007, extending the merger agreement termination
date by 90 days, to 5:00 p.m. Houston time on July 4, 2008.

                 Hexion's Lawsuit to Cancel Merger

On June 19, the TCR reported that Hexion and related entities
filed a suit in the Delaware Court of Chancery to cancel the
agreement.  Hexion said in the suit that it believes that the
capital structure agreed to by Huntsman and Hexion for the
combined company is no longer viable because of Huntsman's
increased net debt and its lower than expected earnings.  While
both companies individually are solvent, Hexion believes that
consummating the merger on the basis of the capital structure
agreed to with Huntsman would render the combined company
insolvent.

                      Comments and Responses

Hexion said that the company and Apollo Management L.P. received a
letter from Peter Huntsman, Huntsman Corporation's president and
CEO, stating that their actions were inconsistent with the terms
of the merger agreement.  

Huntsman is violating its obligations to Huntsman Corp. by seeking
to cancel the transaction, Bloomberg relates according to Mr.
Huntsman.  Mr. Huntsman reportedly stated that the actions appear
to be a blatant attempt to deprive its shareholders of the
benefits of the Merger Agreement that was agreed to nearly a year
ago.

                       Huntsman's Countersuit

Reports say Huntsman has filed a countersuit against Apollo
Management and two of its founders in Texas state court, alleging
interference with its merger with Hexion Specialty Chemicals, an
Apollo company.  Huntsman is seeking a jury trial in Texas to
determine liability for "actual damages exceeding USD 3 bn, plus
exemplary damages," according to Plasteurope (Germany).

In response, Hexion said: "It is unfortunate that Huntsman has
chosen to file a baseless lawsuit against Apollo and to personally
sue two of its principals.  Huntsman's Texas suit violates a clear
provision of the merger agreement which requires that any
litigation be brought exclusively in the State of Delaware.  As we
alleged in our suit, primarily due to Huntsman's underperformance,
we believe that consummating the merger on the basis of the
capital structure agreed to with Huntsman would render the
combined company insolvent.  In fact, Huntsman's suit does not
dispute that the combined company would be insolvent.  We believe
Huntsman's lawsuit is wholly without merit."

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- is a producer of thermosetting      
resins, or thermosets.  Thermosets are a critical ingredient in
virtually all paints, coatings, glues and other adhesives produced
for consumer or industrial uses.   Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management L.P.

                    About Huntsman Corporation
  
Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE:HUN) -- http://www.huntsman.com/-- is a manufacturer of    
differentiated chemical products and inorganic chemical products.  
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.

                           *     *     *

Moody's Investor Service placed Huntsman Corporation's corporate
family rating at Ba3 in June 2007.  The rating still holds to
date.


H&W MOTORS: Owner to Serve 10 Years in Prison for Bankruptcy Fraud
------------------------------------------------------------------
A federa court in Cedar Rapids, Iowa sentenced Roger Waldner to 10
years in prison after he pleaded guilty to two counts of lying to
creditors in H&W Motor Express' chapter 11 case, the Associated
Press says.  The 10-year imprisonment is the longest sentence ever
imposed in Cedar Rapids court, AP states.

Prosecutors said that Mr. Waldner transferred at least $1 million
to his other companies before placing H&W into bankruptcy, AP
relates.

Mr. Waldner is must pay $1.7 million in restitution, AP adds.

H&W Motor Express is a privately held trucking company that filed
its Chapter 11 petition on June 12, 2002 (Bankr. N.D. Iowa Case
No. 02-02017).


INDYMAC BANCORP: Says Bank Experiencing Abnormal Withdrawals
------------------------------------------------------------
Reuters' Jonathan Stempel and Jennifer Martinez report that
mortgage lender IndyMac Bancorp Inc. said yesterday that the bank
has been experiencing above normal cash withdrals "since a key
U.S. senator questioned its ability to survive the housing
crisis."  

Sen. Charles Schumer, who chairs the Congress's Joint Economic
Committee, raised concerns late last month about a possible
collapse of the bank.  Mr. Schumer reiterated his concerns
recently.

The report adds that U.S. regulators are concerned because more
than $17 billion of the bank's deposits carry federal insurance.
The FDIC has $52.8 billion in its insurance fund to cover bank
failures.

IndyMac disclosed it was "working with regulators on a new
business plan after losing $896 million in the nine months to
March 31."  

Reuters adds that IndyMac has set in motion a plan to eliminate
3,800 jobs, or 53 percent of its workforce, and stop offering most
home loans.  It has also projected a loss in the second quarter
larger than the $184.2 million loss it posted for January to
March.

According to the Reuters story, Prospect Mortgage, a Northbrook,
Illinois-based affiliate of private equity fund Sterling Partners,
said it agreed to buy more than 60 IndyMac retail mortgage
branches, which employ 750 people, for an undisclosed price.

TheStreet.com adds that "without raising money, which the company
said it has been unsuccessful in doing, or selling significant
pieces of business, IndyMac will have a difficult time surviving
the next several quarters."

                       About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding     
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

In the first quarter, IndyMac was the 11th-largest producer of
U.S. home mortgages, the Wall Street Journal says, citing Inside
Mortgage Finance, a trade publication.

                          *     *     *

As reported by the Troubled Company Reporter on May 15, 2008,
Fitch Ratings downgraded the long-term Issuer Default Ratings of
Indymac and its wholly owned bank subsidiary Indymac Bank FSB
(bank), and placed those ratings on Rating Watch Negative:

     -- Long-term IDR to 'B-' from 'BB';
     -- Short-term IDR to 'C' from 'B';
     -- Individual to 'D/E' from 'C/D'.

Fitch's action reflects the company's challenges in returning to
profitability and decision to defer dividend payments on preferred
stock issued by IMB and the bank.  Approximately $19.9 billion of
debt and deposits are involved in Fitch's rating action.

The TCR also related on May 14, 2008, that Standard & Poor's
Ratings Services lowered its rating on Indymac and its
subsidiaries, including lowering the counterparty credit rating on
Indymac to 'B/C' from 'BB+/B'.  S&P also lowered its ratings on
the rated preferred stock of both Indymac and IndyMac Bank FSB to
'D' in light of the bank's announcement that its board had voted
to suspend dividend payments on these rated issues.  The corporate
credit ratings on both the bank and the holding company were
placed on CreditWatch with negative implications.


INDYMAC BANCORP: Sells Retail Mortgage Units to Prospect Mortgage
-----------------------------------------------------------------
IndyMac Bancorp has signed an agreement with Prospect Mortgage in
relation to the sale of the majority of its retail mortgage
branches.  Terms of the transaction were not disclosed.

The transaction encompasses approximately 750 employees along with
more than 60 branch offices which will be re-branded as Prospect
Mortgage.  John Johnston and Ron Bergum will remain in leadership
roles with the retail branch group and report to Mark Filler, CEO
of Prospect Mortgage.

"The IndyMac transaction benefits our loan officers, customers,
sales managers and referral sources," Mr. Filler said.  "This is
growth for the right reasons, not just for the sake of growth.  
The IndyMac transaction will enable us to increase our investment
and success in marketing, technology, and customer service
levels."

With completion of the IndyMac transaction, Prospect Mortgage
projects that it will become one of the largest independent retail
mortgage companies in the country.

                     About Prospect Mortgage

Headquartered in Northbrook, Illinois, Prospect Mortgage --
http://www.prospectmtg.com/-- specializes in acquiring midsized  
residential lenders, providing them with capital, cost-
efficiencies, and increased resources while maintaining a
decentralized, entrepreneurial business model.  Established in
2006, Prospect is backed by Sterling Partners, a multibillion-
dollar private equity fund based in Chicago and Baltimore.

                       About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding     
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

In the first quarter, IndyMac was the 11th-largest producer of
U.S. home mortgages, the Wall Street Journal says, citing Inside
Mortgage Finance, a trade publication.


INDYMAC BANCORP: Fitch Junks Ratings on Weakening Capital Position
------------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Indymac Bancorp Inc. and its wholly owned bank subsidiary,
Indymac Bank FSB as:

Indymac Bancorp Inc.
  -- Long-term IDR to 'CC' from 'B-'.

Indymac Bank FSB
  -- Long-term IDR to 'CCC' from 'B'.

The downgrade follows IMB's disclosure that, according to its
regulators, the bank is no longer 'well capitalized'.  Concurrent
with this rating action, Fitch has removed all ratings from Rating
Watch Negative.  The Rating Outlook is Negative for IMB.  

The action reflects IMB's weakening capital position and
likelihood that capital will not be raised from external sources.  
Internal capital generation is also significantly impaired as
existing businesses are not profitable, new loan production has
been curtailed and the company faces additional write-downs on its
mortgage securities portfolio.  IMB's 'E' Individual rating
reflects a bank with very serious problems, which either requires
or is likely to require external support.  Fitch also notes that
the bank would need to get FDIC approval to accept or renew
brokered deposits, the vast majority of which are federally
insured.

Fitch continues to also differentiate the ratings of IMB and the
bank as they have distinct regulatory oversight and legal
structures.  Fitch's downgrade of preferred stock issued by IMB
and the bank reflects the uncertain recovery prospects for
preferred shareholders which are driven by the priority claim on
IMB's mortgage loans and securities by the Federal Home Loan Bank
of San Francisco and obligations to the bank's insured depositors.    
Accordingly, Fitch has assigned average Recovery Ratings to the
bank's uninsured deposits, which represents approximately
$720 million, or 4% of total deposits.

Fitch may downgrade IMB's ratings further should the company
default on its obligations or is placed into receivership.

Fitch has downgraded these ratings and removed them from Rating
Watch Negative:

Indymac Bancorp Inc.
  -- Long-term IDR to 'CC' from 'B-';
  -- Individual to 'E' from 'D/E'.

Indymac Bank FSB
  -- Long-term IDR to 'CCC' from 'B';
  -- Long-term deposits to 'CCC/RR4' from 'B/RR4';
  -- Preferred stock to 'C/RR6' from 'CCC-/RR/6'
  -- Individual to 'E' from 'D/E'.

Indymac Capital Trust I
  -- Preferred stock to 'C/RR6' from 'CCC-/RR/6'.

Fitch has also affirmed these ratings:

Indymac Bank FSB
  -- Short-term IDR at 'C';
  -- Short-term deposits at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.

Indymac Bancorp Inc.
  -- Short-term IDR at 'C';
  -- Support at '5';
  -- Support Floor at 'NF'.



INTERVAL ACQUISITION: Moody's Places Ba3 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family rating and
Probability of Default rating of Ba3 to Interval Acquisition
Corp., a subsidiary of Interval Leisure Group.

Moody's also assigned a Baa3 rating to IAC's senior secured
guaranteed bank revolver and term loan, a B1 rating to its senior
unsecured guaranteed notes and a Speculative Grade Liquidity
rating of SGL-1.  The rating outlook is stable.

ILG is expected to be spun-off from IAC/InterActiveCorp in August
2008.  Initially, the net proceeds of the note offering will be
placed in escrow; at the time of spin-off, net proceeds from the
notes and term loan will be used pay to a dividend to
IAC/Interactive.

The Ba3 Corporate Family Rating reflects Interval Acquisition's
small scale in terms of revenues and tangible assets, a reliance
on key suppliers for a large portion of new members, and
concentration in one business segment.  ILG's ratings benefit from
a stable number two market share position, above average profit
margins, and low capital intensity that enables the company
generate positive free cash flow.

The company's pro-forma debt to EBITDA (3.2 times) and EBITDA to
interest (3.5 times), based on Moody's standard analytic
adjustments, are adequate for the rating category.  The unsecured
notes will be effectively subordinated to the secured bank
facilities.  As a result of the large amount of effectively junior
debt relative to senior secured debt, the bank loan ratings have
been notched above the CFR.

The SGL-1 reflects the company's ability to generate cash flow in
excess of capital spending and mandatory amortization.  The
company's $50 million committed revolving credit facility provides
an ample level of alternate liquidity for unexpected contingencies
or growth opportunities.  Moody's expects the company will have
solid headroom under its two financial covenants.

Ratings assigned:

Interval Acquisition Corp.

  -- Corporate Family rating at Ba3
  -- Probability of Default rating at Ba3

  -- $50 million senior secured guaranteed revolving credit
     facility at Baa3 (LGD2, 16%)

  -- $150 million senior secured guaranteed term loan at Baa3
     (LGD2, 16%)

  -- $300 million senior unsecured guaranteed notes at B1 (LGD5,
     71%)

Speculative Grade Liquidity rating of SLG-1

Stable rating outlook.

Interval Leisure Group is expected to be spun-off from
IAC/InterActiveCorp to existing shareholders in August 2008.  ILG
is the second largest provider of membership services to the
vacation ownership industry.  ILG operates an exchange network
consisting of more than 2,400 resorts located in over 75
countries; nearly two million owners of vacation interests were
enrolled as members.  Net revenues in the year ended 2007 were
approximately $360 million.


INTERVAL LEISURE: S&P Assigns 'BB' Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Interval Leisure Group Inc.  The rating outlook
is stable.
     
At the same time, Standard & Poor's assigned its issue-level and
recovery ratings to the company's planned $200 million senior
secured credit facilities and $300 proposed senior unsecured notes
due 2016.  The senior secured credit facilities, comprising a
$150 million term loan A due 2013 and a $50 million revolving
credit facility due 2013, were rated 'BBB-' 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 proposed senior unsecured notes were rated 'BB' with a
recovery rating of '3', indicating that lenders can expect
meaningful (50% to 70%) recovery in the event of a payment
default.  
     
Interval Acquisition Corp., an intermediate holding company
subsidiary of Interval Leisure Group, will be the borrower under
the planned credit facilities and notes.  Interval will use
proceeds from the credit facilities and notes primarily to fund a
dividend to IAC/InterActiveCorp as part of Interval's spin-off
from that company.  

"The 'BB' corporate credit rating reflects Interval's moderate
debt leverage and meaningful customer concentrations with
timeshare developers," said Standard & Poor's credit analyst Liz
Fairbanks.  "The company's moderately leveraged financial profile
and satisfactory business profile temper these factors."
     
Interval's strong position in a market with high barriers to
entry, good EBITDA margins, and high levels of free cash flow
support its satisfactory business profile.  As the second-largest
player in the timeshare exchange industry, Interval enjoys a
somewhat protected market position as the primary external
provider of timeshare exchange to owners of upscale vacation
interests.  Interval and its main competitor, Group RCI (a
division of Wyndham Worldwide Corp.), share almost the entire
market and serve distinct customer segments with limited overlap.   

The company also benefits from a largely recurring revenue stream.  
EBITDA margins, which have been in the 40% area over the last few
years, will likely compress to the mid-30% area in 2008 because
of the addition of a full year of ResortQuest Hawaii EBITDA, as
well as expenses associated with operating as a stand-alone public
company.  Interval acquired ResortQuest Hawaii in May 2007 for
about $110 million.


JAMES RICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: James Jeff Rice
        Misty Dawn Rice
        dba Rice & Rice LLC
        31 Smithcove Road
        Candler, NC 28715

Bankruptcy Case No.: 08-10509

Chapter 11 Petition Date: July 1, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: Robert M. Pitts
                  Pitts Hay & Hugenschmidt P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel (828) 255-8085
                  Email pittsatty@phhlawfirm.com

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

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

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/ncwb08-10509.pdf


JEFFERSON COUNTY: Goldman to Replace Merrill Lynch in Debt Talks
----------------------------------------------------------------
The Jefferson County Commission voted to dismiss the advisors it
hired to help resolve the county's $3.2 billion sewer debt crisis,
The Birmingham News reports.

The Commission dismissed current advisers Porter, White & Co.,
Merrill Lynch & Co., and Birmingham law firm Bradley Arant Rose &
White as negotiators in their debt restructuring effort.  They
hired as replacement, Goldman, Sachs & Co.; Birmingham investment
bank Sterne, Agee & Leach Inc. and Memphis-based investment firm
Morgan Keegan & Co.  The new group of advisers won't be paid
unless they underwrite new county debt as part of a restructuring,
according to Bloomberg News.  They are expected to propose to the
Jefferson County Commission to make countywide gaming as one
option to raise money, according to Birmingham News.

Commissioner Shelia Smoot said that using excess revenue from the
1 cent sales tax for school construction remains the county's top
option for debt reduction.  Those could include higher business
license fees, and getting international investors to help solve
the county's problems, according to her.

Jefferson County attorneys and the bond insurers are in
negotiations to reset the county's debt structure.  Without
restructuring, annual payments could soar to $250 million, Reuters
reports.

After several extensions, the county was scheduled to pay $47
million of its sewer debt on June 1 and another payment of $53
million due on July 1. As reported by the Troubled Company
Reporter on June 5, 2008, the Commission unanimously approved an
agreement to extend to Aug. 1 a $47 million sewer debt payment due
to eight banks. Under the new agreement, the county will pay
$10.6 million toward the principal owed to banks including Regions
Bank and Bank of America Corp. The county's bond insurers would
also pay $10.6 million of the debt.

Jefferson County has $4.6 billion in overall debt, including
$3.2 billion in sewer bonds.  The county was required to post a
collateral on interest-rate swaps tied to the bonds after a series
of downgrades on the debt.  

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

XLCA  said that as of June 2, 2008, the Company's exposure to
Jefferson County was $810 million, net of reinsurance.  XLCA has
not established any loss reserves at this time in connection with
Jefferson County.

                     About Jefferson County

Jefferson County has its seat in Birmingham.  It has a population
of 660,000.  It ended its 2006 fiscal year with a $42.6 million
general fund balance, according to Standard & Poor's.  Patrick
Darby, a lawyer with the Birmingham firm of Bradley Arant Rose &
White, represents Jefferson County.  Porter, White & Co. in
Birmingham is the county's financial adviser.  A bankruptcy by
Jefferson County stands to be the largest municipal bankruptcy in
U.S. history.

                         *     *     *

As reported by the Troubled Company Reporter on June 10, 2008,
Standard & Poor's Ratings Services' ratings on Jefferson County,
Ala.'s series 1997A, series 2001A, series 2003 B-1-A through 2003
B-1-E, and series 2003 C-1 through 2003 C-10 sewer system revenue
bonds ('CCC' underlying rating [SPUR]) remain on CreditWatch with
developing implications.

On April 1, 2008, Standard & Poor's lowered its SPUR on the
county's variable-rate demand series 2003 B-2 through 2003 B-7
sewer revenue refunding warrants to 'D' from 'CCC' due to the
sewer system's failure to make a principal payment on the bank
warrants when due on April 1, 2008, in accordance with the terms
of the standby warrant purchase agreement.


JOHN CULP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: John L. Culp
        Deborah K. Culp
        18612 77th St. Ct. KPS
        Longbranch, WA 98351

Bankruptcy Case No.: 08-4320

Chapter 11 Petition Date: July 2, 2008

Court: Western District of Washington (Tacoma)

Judge:  Paul B. Snyder

Debtor's Counsel: William L. Beecher
                  732 Pacific Ave
                  Tacoma, WA 98402
                  Tel (253) 627-0132
                  Fax (253) 572-3427
                  Email billbeecher@beecherandconniff.com

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

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

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/wawb08-43205.pdf


JOHN FILIGHERA: Case Summary & Nine Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: John Filighera
        aka John Filighera and Associates
        1010 Cass St., Ste. D8
        Monterey, CA 93940-4515

Bankruptcy Case No.: 08-53549

Type of Business: The Debtor is engaged in real estate and
                  mortgages.

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of California (San Jose)

Debtor's Counsel: Judson T. Farley, Esq.
                  Email: judsonfarley@sbcglobal.net
                  830 Bay Ave., Ste. B
                  Capitola, CA 95010-2173
                  Tel: (831) 476-1766

Total Assets: $5,741,210

Total Debts:  $5,162,099

A copy of John Filighera's petition is available for free at:

      http://bankrupt.com/misc/canb08-53549.pdf


JOHN PAUL SMITH: Case Summary & 35 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: John Paul Smith
             1902 Baldwin Road
             Whiteville, NC 28472

Bankruptcy Case No.: 08-04530

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        JPS Holdings LLC                           08-04531
        JPS Farms LLC                              08-04532
        Gurganus Milling LLC                       08-04533

Type of Business: The Debtors build home.

Chapter 11 Petition Date: July 7, 2008

Court: Eastern District of North Carolina (Wilson)

Debtors' Counsel: Trawick H Stubbs, Jr., Esq.
                   (efile@stubbsperdue.com)
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $500,000 to $1 million

Estimated Debts:  $1 million to $10 million

A. A copy of the John Paul's lists of largest unsecured creditors
   is available for free at:

           http://bankrupt.com/misc/nceb08-04530.pdf

B. A copy of the JPs Holdings' lists of largest unsecured
   creditors is available for free at:

           http://bankrupt.com/misc/nceb08-04531.pdf

C. A copy of the JPS Farms' lists of largest unsecured creditors
   is available for free at:

           http://bankrupt.com/misc/nceb08-04532.pdf

D. A copy of the Garganus Milling lists of largest unsecured
   creditors is available for free at:

           http://bankrupt.com/misc/nceb08-04533.pdf


JOSE PEREZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jose A. Perez
        Mirna E. Perez
        8607 Shadow Crest
        Houston, TX 77074

Bankruptcy Case No.: 08-3430

Chapter 11 Petition Date: June 30, 2008

Court: Southern District of Texas (Houston)

Debtor's Counsel: Brian M. Middleton
                  One Arena Place
                  7322 SW Freeway, Suite 1980
                  Houston, TX 77074
                  Tel (713) 680-3296
                  Fax (713) 680-3242
                  Email bmiddletonlaw@aol.com

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

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

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


JOURNAL SENTINEL: Restructuring Cuts 130 Positions in Advertising
-----------------------------------------------------------------
Journal Sentinel Inc. will reduce by about 10% its workforce of
approximately 1,300 full time equivalent employees to address the
impact of a challenging advertising environment.  

The restructuring will be accomplished through a combination of
voluntary and involuntary separations well as managed attrition.
The separations will be complete by the end of the year.  
Employees in both the voluntary and involuntary separation
programs will receive both cash severance and a healthcare
benefit.

"Our advertising customers - especially car dealers, real estate
agents, hiring officials, retailers and financial institutions -
have been battered by a 'perfect storm' of deteriorating credit
conditions, slowing home sales, contracting company size and
higher gas prices," Elizabeth Brenner, president and chief
operating officer of Journal Communications publishing group,
said.  "All of these forces have driven ad spending down."

"As a result, Journal Sentinel ad revenues are running more than
12% below last year through May.  At the same time, the costs of
running our business are rising, with newsprint and fuel price
increases becoming a concern," Ms. Brenner related.

"As a local news organization, we reach 83% of our market every
week through our print and online products," Ms. Brenner said.  
"Our challenge continues to be operating as efficiently as
possible.  We need to perform financially in a manner that enables
us to invest in the future, and continue to serve our readers and
advertisers with the quality products they expect."

"We have successfully begun to change from a traditional newspaper
company to an integrated multimedia company," Ms. Brenner
continued.  "We need to continue to support our exceptional print
publications well as our developing online options and other
commercial businesses."

"This is a difficult and painful message, and it's being delivered
at a time when our work has never been better," Ms. Brenner said.
"We remain committed to growing our audience by providing the
leading local coverage that has distinguished our organization."

                      About Journal Sentinel

Headquartered in Milwaukee, Wisconsin, Journal Sentinel (NYSE:JRN)
-- http://www.jsonline.com/--  operates Milwaukee's newspaper,  
the Milwaukee Journal Sentinel, which was born in 1995 from the
merger of two local newspapers with roots in the nineteenth
century.  The paper has a daily circulation of 230,000 and a
Sunday circulation of more than 400,000.  In addition to its print
newspaper operations, the company operates an Internet division
that produces the news site JS Online and an online subscription


JUST GOLFING: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Just Ben Golfing, L.L.C.
        245 Mountain View Drive
        Wetumpka, AL 36093

Bankruptcy Case No.: 08-31241

Chapter 11 Petition Date: July 7, 2008

Court: Middle District of Alabama (Montgomery)

Debtors' Counsel: Britt-AM Griggs, Esq.
                   (bkrp@parnellcrum.com)
                  Parnell and Crum, P.A.
                  P.O. Box 2180
                  Montgomery, AL 36102-2189
                  Tel: (334) 832-4200
                  Fax: (334) 293-3550

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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

             http://bankrupt.com/misc/alamb08-31241.pdf


LAKE MATHEWS: Section 341(a) Meeting Scheduled for July 28
----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Lake
Mathews Venture LLC's creditors on July 28, 2008, at 2:30 p.m., at
Room 100A, 3420 Twelfth Street, in Riverside, California.

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

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

Riverside, California-based Lake Mathews Venture LLC filed for
Chapter 11 protection on June 3, 2008 (Bankr. C.D. Calif. Case No.
08-16554).  Franklin C. Adams, Esq., at Best Best & Krieger LLP,
represents the Debtor in its restructuring effots.  When the
Debtor filed for protection from its creditors, it listed total
assets of $27,444,307, and total debts of $12,379,881.


LAKE MATHEWS: Taps Best Best & Krieger as Bankruptcy Counsel
------------------------------------------------------------
Lake Mathews Venture LLC asks permission from the U.S. Bankruptcy
Court for the Central District of California to employ Best Best &
Krieger LLP as its general bankruptcy counsel.

The firm will, among others, advise the Debtor with its duties as
debtor-in-possession under the U.S. Bankruptcy Code, assist the
Debtor in preparing and amending petitions, schedules, or
financial statements, and assist the Debtor in the preparation of
a disclosure statement and Chapter 11 plan of reorganization.

Franklin Adams, Esq., a partner at the firm, tells the Court that
the firm's professionals, including attorneys and legal
assistants, will bill the Debtor $175 to $450 per hour for its
services.

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

Riverside, California-based Lake Mathews Venture LLC filed for
Chapter 11 protection on June 3, 2008 (Bankr. C.D. Calif. Case No.
08-16554).  Franklin C. Adams, Esq., at Best Best & Krieger LLP,
represents the Debtor in its restructuring effots.  When the
Debtor filed for protection from its creditors, it listed total
assets of $27,444,307, and total debts of $12,379,881.


LEVCOR INT'L: Mulls Reverse Stock Split to Cut Stockholders to 300
------------------------------------------------------------------
LevCor International Inc. is considering a reverse stock split to
reduce the recorded number of holders of the company's common
stock to less than 300.  As a result of the reverse stock split,
5,331,881 shares of the company's common stock currently issued
and outstanding will be reduced to approximately 6 shares (subject
to rounding and prior to fractional share repurchases) issued and
outstanding.  This will terminate the registration of the
company's common stock under the Securities and Exchange Act of
1934 and terminate the company's responsibility to file periodic
reports with the SEC.

The tentative plan is for a reverse stock split where any holder
holding less than the to be determined number of shares that will
be exchanged for one share will not receive a fractional share but
be cashed out.

The company asked Weiser LLP to provide a summary of the range of
potential cash payment amounts per share for the fractional shares
to be held by stockholders arising from the reverse stock split.

A full-text copy of Weiser's presentation is available for free at
http://ResearchArchives.com/t/s?2f39

                       CEO Promissory Note

The regulatory filing also indicates that Robert A. Levinson, CEO
and chairman of Levcor, executed a promissory note, promising to
pay to the order of JPMorgan Chase Bank, N.A., $1.5 million on its
maturity date.

Mr. Levinson promised to pay interest on each Interest Payment
Date on the unpaid balance of the principal amount of each such
Loan from and including the date of such Loan to Such Maturity
Date at either (i) a floating rate per annum equal to the Prime
Rate minus 1.00%, (ii) a fixed rate per annum equal to the
Adjusted Libor Rate applicable to such Loan plus 1.45%, or (iii) a
fixed rate per annum equal to the Money Market Rate applicable to
such Loan.  After the occurrence of an Event of Default, principal
will bear interest from and including the date of such Event of
Default until paid in full at a rate per annum equal to the
Default Rate, such Interest to be payable on demand.  Interest
will be payable on the relevant Interest Payment Date and shall be
calculated on the basis of a year of 360 days for the actual
number of days elapsed.

Maturity Date means (i) with respect to a Prime Loan, the period
commencing on the date such Prime Loan is made and ending on the
date recorded by the Bank on its books, or if such day is not a
Banking Day then on the immediately succeeding Banking Day, (ii)
with respect to a Libor Loan, the last day of the period
commencing on the date such Libor Loan is made and ending on the
numerically corresponding day One, Two, Three, Six, Nine or Twelve
calendar months thereafter, as recorded by the Bank on its books
or if such day is not a Banking Day, then on the immediately
succeeding Banking Day, and (iii) with respect to a Money Market
Loan, the last day of the period commencing on the date such Money
Market Loan is made and ending on the last day of the period for
which such loan is offered, as recorded by the Bank on its books,
or if such day is not a Banking Day, then on the immediately
succeeding Banking Day; provided that if such Banking Day would
fall in the next calendar month, such Maturity Date shall end on
the immediately preceding Banking Day; and provided, further, that
each such period which commences on the last Banking Day of a
calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month)
shall end on the last Banking Day of the appropriate calendar
month.

If the Bank will not have received notice to the contrary from Mr.
Levinson at least three (3) Banking Days prior to the Maturity
Date of a Libor Loan, the Bank may renew such Loan as a Libor Loan
for a period with a duration equal to that then ending, provided
that no such renewal shall be made if the number of months in the
renewal period is greater than six.  If the Bank will not have
received notice to the contrary from the Borrower at least one (1)
Banking Day prior to the Maturity Date of a Money Market Loan, the
Bank may renew such Loan as a Prime Rate Loan.

                        About Levcor

Based in New York, Levcor International Inc. (LEVC.OB) engages in
the manufacture, packaging, and distribution of buttons and other
craft products for the home sewing and craft retail industry.  Its
products include buttons, embellishments, craft products and
complimentary product lines, such as appliques, craft kits, and
fashion and jewelry accessories.  It sells its products to mass
merchandisers, specialty chains, and independent retailers and
wholesalers in the United States, Canada, and Europe.


LILI RUBIN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lili Rubin Investment Properties, L.L.C.
        77 E. Missouri Ave., Ste. 41
        Phoenix, AZ 85012

Bankruptcy Case No.: 08-08125

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

Chapter 11 Petition Date: July 2, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Randy Nussbaum, Esq.
                     Email: rxn@jaburgwilk.com
                  Jaburg & Wilk, P.C.
                  14500 N. Northsight Blvd., Ste. 116
                  Scottsdale, AZ 85260
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  http://www.jaburgwilk.com/

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

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

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


LONGBRANCH SALOON: Closes Down, Court Names Case Trustee
--------------------------------------------------------
Dan Wood, former manager of The Longbranch Saloon Enterprises Inc.
confirmed that the club has shut down a few months after it filed
a chapter 11 petition, Triangle Business Journal's Chris Coletta
says.

The Troubled Company Reporter on Feb. 25, 2008, said Longbranch
Saloon filed for bankruptcy following a rent dispute involving the
club's needed renovation in 2006 worth $300,000 required under a
fire and building code.

Mr. Wood said that the continued operation of the club is no
longer viable since revenues coming in aren't enough, Business
Journal reports.

Court documents show that the Debtor is behind on taxes and its
sound equipment has been removed, Business Journal notes.

At the behest of the Debtor's counsel, Judge A. Thomas Small of
the U.S. Bankruptcy Court for the Eastern District of North
Carolina appointed Holmes Harden as case trustee, Business Journal
reports.

Raleigh, North Carolina-based Longbranch Saloon is a nightclub
that offers country music.  Fred Wilburn opened the Longbranch in
1982.  The club filed for chapter 11 protection on Feb. 15, 2008
(Bankr. E.D. N.C. Case No. 08-01008) and listed less than $50,000
in assets and about $480,000 in liabilities.


MARTIN WOODROW: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Martin Woodrow
        Carol Woodrow
        340 Surber Dr.
        San Jose, CA 95123

Bankruptcy Case No.: 08-53537

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Charles B. Greene, Esq.
                  Email: cbgattyecf@aol.com
                  84 W. Santa Clara St., Ste. 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Total Assets: $4,311,475

Total Debts:  $5,511,154

A copy of Martin Woodrow and Carol Woodrow's petition is available
for free at:

      http://bankrupt.com/misc/canb08-53537.pdf


MDWERKS INC: Solon Kandel Resigns as President and Board Director
-----------------------------------------------------------------
MDwerks, Inc. decided not to extend the Employment Agreement with
Mr. Solon Kandel, President, beyond the Dec. 31, 2008 Expiration
Date of the agreement.  Mr. Kandel has notified the Board of
Directors of his resignation both as President and as member of
the Board of Directors of the company.

Mr. Kandel was President and Director since 2005.  Mr. Kandel has
been the Chief Executive Officer and Managing Member of The
Ashwood Group, L.L.C., and President and Chief Executive Officer
of Independent Wireless One, Inc.  Mr. Kandel performed corporate
and banking transactions law for several years and was a Senior
Attorney at McCaw Cellular Communications.  Mr. Kandel received a
JD from Rutgers University School of Law and is a Truman Scholar.

The company terminated the employment of Gerard J. Maresca, Vice
President, Business Development.  He served as Vice President of
Business Development since 2005.  Mr. Maresca has operated a
technology and business consulting company called GMAR, Inc. and
was the Executive Vice President and Chief Technology Officer the
company responsible for development of the company's products.  
Mr. Maresca has 28 years of technology, engineering, and program
management experience.  He received a BSEC from Brooklyn Polytech,
an MSCS from Columbia University; he holds five U.S. patents and
has published.

               Executive Incentive Compensation Plan

On April 10, 2008, MDwerks granted Non-qualified Stock Options and
Incentive Stock Options pursuant to the MDwerks, Inc. 2005
Incentive Compensation Plan to certain officers.

                                      Number of Shares
     Name of Optionee      Title      Underlying Option
     ----------------      -----      -----------------
     Howard Katz           CEO        1,370,000 NQO Shares
                                      130,000 ISO Shares

     Vincent Colangelo     CFO        100,000 ISO Shares

     Stephen Weiss         COO        100,000 ISO Shares

The Options, which vested immediately, were recommended by the
Compensation Committee and approved by the Board of Directors at
the common stock exercise price of $0.75 per share and will expire
on April 9, 2018.  The closing price of the MDwerks, Inc. common
stock on the date prior to the grant was $0.60 per share.

A full-text copy of the Non-Qualified Stock Option Agreement is
available for free at http://ResearchArchives.com/t/s?2f3a

A full-text copy of the Incentive Stock Option Agreement is
available for free at http://ResearchArchives.com/t/s?2f3b

                        About MDwerks

Based in Deerfield Beach, Florida, MDwerks Inc. (OTC BB: MDWK)
-- http://www.mdwerks.com/-- provides healthcare professionals   
with automated electronic insurance claims management solutions
and advance funding of medical claims.

                       Going Concern Doubt

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about MDwerks 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 pointed to the
company's recurring losses from operations.


MELISSA GOETT: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Melissa Anne Goett
        fka Melissa Ann Turner
        6400 N 48th St.
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 08-07888

Chapter 11 Petition Date: June 29, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Michael G. Tafoya, P.C.
                  1212 E. Osborn Rd.
                  Phoenix, AZ 85014
                  Tel (602) 604-9000
                  Fax (866) 263-6419
                  Email michael.tafoya@azbar.org

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

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

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


MICHAEL VICK: Files Chapter 11 Voluntary Case Summary
-----------------------------------------------------
Debtor: Michael D. Vick
        21 Haywagon Trail
        Hampton, VA 23669

Bankruptcy Case No.: 08-50775

Chapter 11 Petition Date: July 7, 2008

Court: Eastern District of Virginia (Newport News)

Debtors' Counsel: Dennis T. Lewandowski, Esq.
                   (dtlewand@kaufcan.com)
                  Paul K. Campsen, Esq.
                   (pkcampsen@kaufcan.com)
                  Kaufman & Canoles, P. C.
                  Post Office Box 3037
                  Norfolk, VA 23514
                  Tel: (757) 624-3252
                  Fax: (757) 624-3169
                  http://www.kaufcan.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


MISSOURI SOUTHERN: Can't Go Bankrupt, President Declares
--------------------------------------------------------
Missouri Southern State University president Bruce Speck disclosed
plan to resolve financial problems at the university, John Hacker
writes for The Carthage Press in Joplin, Missouri.

Dr. Speck came to the university in January 2008 and was aware
that the university had financial problems, the Carthage Press
says.  The university had been using its reserves and is running
out of money, the Carthage Press notes.

A total of $300,000 in raises for faculty and staff has already
been withheld, still the university is overdraft by $2.7 million,
the Carthage Press reports.  The board of governors has warned Dr.
Speck that the university requires an additional $500,000 cut in
its budget, the Carthage Press notes.

Dr. Speck said that department budgets have been trimmed by half,
the Carthage Press says.

The university's budget cuts for the year won't solve the entire
problem since a cut of at least $2 million for the next two years
is needed, the Carthage Press writes.

According to Carthage Press, the university's 2008-2009 budget
includes $66.6 million in revenues, $69.3 million in expenses, and
$4 million in reserves.  The Carthage Press states that if the
university impose the $500,000 cut this year, only $1.8 million
will be left as reserve.  The report concludes that in order for
the university to operate in the next school-year, it will empty
all its reserves and must impose an additional $400,000 budget
cut.

Dr. Speck disclosed a plan to conduct campus-wide economic summits
for administration and faculty in fall, the Carthage Press says.  
The summits are intended to promote awareness and solicit
directives regarding the financial problems of the university, the
Carthage Press relates.

Dr. Speck said that the university "have to be solvent" and that
it can't go bankrupt, the Carthage Press adds.

              About Missouri Southern State University

Missouri Southern State University -- http://www.mssu.edu/-- is a  
public, state university located at 3950 E. Newman Road, Joplin,
Missouri.  MSSU was formerly Missouri Southern State College and
is also known as Missouri Southern or MoSo for short.  Established
in 1937 as Joplin Junior College, Missouri Southern became a four-
year college in 1968.  In 2003, the Missouri General Assembly
authorized the renaming of the college to Missouri Southern State
University -- Joplin, and in 2005 the university dropped Joplin
from its name.


MOUNT SKYLIGHT: Moody's Cuts Ratings on Five Classes of Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Mount Skylight CDO Ltd.:

Class Description: $890,000,000 Class A-1 Floating Rate Notes Due
Nov. 3, 2046

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $51,500,000 Class A-2 Floating Rate Notes Due
Nov. 3, 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $30,000,000 Class B Floating Rate Notes Due
Nov. 3, 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $14,000,000 Class C Deferrable Interest
Floating Rate Notes Due Nov. 3, 2046

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

Class Description: $5,000,000 Class D Deferrable Interest Floating
Rate Notes Due Nov. 3, 2046

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


NATIONAL DRY CLEANERS: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: National Dry Cleaners Inc.
        aka Delia's Cleaners Inc.
        11811 North Tatum Boulevard, Suite 3031
        Phoenix, AZ 85028

Bankruptcy Case No.: 08-11382

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      DCI USA, Inc.                            08-11383
      DCI Management Group Ltd.                08-11384
      DCI Management Group, Ltd.               08-11385
      Al Phillips The Cleaner, Inc.            08-11386
      Capitol Varsity, Inc.                    08-11387
      DryClean USA of South Carolina, Inc.     08-11388
      DryClean U.S.A. Coastal, Inc.            08-11389
      DryClean USA of Georgia, Inc.            08-11390
      Tuchman Cleaners, Inc.                   08-11391
      DCI Management Group, Inc.               08-11392
      Pride Cleaners, Inc.                     08-11393

Type of Business: The Debtor group operates more than 300 dry
                  cleaning stores across the nation.
                  See http://www.alphillips.com/and
                  http://www.pridecleaners.com/

Chapter 11 Petition Date: July 7, 2008

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: Joel A. Waite, Esq.
                  Joseph M. Barry, Esq.
                  Matthew Barry Lunn, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453
                  (bankfilings@ycst.com)

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

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

Consolidated list of the Debtors' 30 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
United Cleaners Supply Inc.        Trade Debt            $291,303
P.O. Box 90521
Henderson, NV 89009-0521
Tel: (702) 564-1010
Fax: (702) 564-5355

Cohen Milstein Hausfeld and        Class Action          $220,000
Toll PLLC                          Settlement
Attn: Andrew Friedman
1100 New York Avenue, Northwest
West Tower, Suite 500
Washington, DC 20005
Tel: (202) 408-4600
Fax: (202) 408-4699

Dry Cleaning and Laundry Supplies  Trade Debt            $114,429
Attn: Linda Towns
14400 West 97th Terrace
Lenexa, KS 66215
Tel: (913) 492-1743
Fax: (913) 492-1757

E.J. Thomas Company                Trade Debt            $110,684

United States Environmental        EPA Settlement         $87,500
Protection Agency, Region 8

Desert Boilers & Controls Inc.     Trade Debt             $82,393

Dames & Moore/URS                  Trade Debt             $74,677

Industrial Equipment and Supply    Trade Debt             $60,645

N.S. Farrington & Co.              Trade Debt             $54,838

Pricewaterhouse Coopers LLP        Professional Fees      $50,000

Greenberg Traurig LLP              Legal Fees             $29,941

Safety Kleen Corp.                 Trade Debt             $29,859

Fabritec International Corp.       Trade Debt             $28,434

Western Plaza LLC                  Remediation Costs      Unknown

The Beach Company                  Remediation Costs      Unknown

The Community Bowling Inc.         Remediation Costs      Unknown

Frisch's Restaurants Inc.          Remediation Costs      Unknown

CR Dayton LLC                      Remediation Costs      Unknown

Veritas Realty LLC                 Remediation Costs      Unknown

28:19 Inc.                         Remediation Costs      Unknown

Coates & Sowards Inc.              Remediation Costs      Unknown

Robert M. Morton Family L.P.       Remediation Costs      Unknown

Donahue Schriber Realty            Remediation Costs      Unknown
Group L.P.

ASF Realty & Investments Inc.      Remediation Costs      Unknown

Indiana Department of              Remediation Costs      Unknown
Environmental Management

Voggenthaler, et al v. Al          Remediation Costs      Unknown
Phillips the Cleaner, et al,
Case No. A553784 (D. Nev. 2008
Maryland Square Litigation)

Maryland Square Shopping Center    Remediation Costs      Unknown

Raymond Daiss                      Remediation Costs      Unknown

State of Nevada Division of        Remediation Costs      Unknown
Environmental Protection

Alt & Witzig                       Remediation Costs      Unknown


NORTH OAKLAND MEDICAL: Files Ch. 7 Petition, Runs as For-Profit
---------------------------------------------------------------
The city council of Pontiac City, Michigan, approved a resolution
to sell its property at North Oakland Medical Center and Waterford
Ambulatory Care Center for $2 million to Oakland Physicians
Medical Center LLC, Jay Greene writes for the Crain's Detroit
Business.  The hospital has filed for chapter 7 liquidation,
according to Detroit Business.

Oakland Physicians intends to operate the hospital on a for-profit
basis, Detroit Business relates.

Mayor Clarence Phillips will complete a purchase deal by August
2008, with Oakland Physicians which is led by Dr. Anil Kumar, a
urologist in Rochester Hills, Detroit Business says.

A total of 60% stake in the hospital will be acquired by Oakland
Physicians, the report notes.  McLaren Health Care Corp. and
Crittenton Hospital will acquire 30% in the hospital.  Dr. Kumar
said that under the agreement, the city will get 5% of the
hospital profits, Detroit Business relates.  The remaining 5% will
be offered to employees.

Oakland Physicians is a consortium of 150 physicians working with
the medical center.

The city is owed $17 million under a 1993 lease agreement and $2.3
million in past-due leases, Detroit Business reports.  North
Oakland Medical defaulted on a $38.5 million bond issued by the
Pontiac Hospital Finance Authority, the report adds.

In 2007, North Oakland Medical incurred $13.4 million operational
losses, Standard & Poor's said, according to the report.

The hospital has about 800 workers, some of them are represented
by the Michigan Council 25 of the American Federation of State,
County and Municipal Employees, AFL-CIO, Detroit Business states.

Dr. Kumar, however, assured workers that layoffs are not expected
since the new hospital requires staffing, according to Detroit
Business.

                AFSCME's Statement Regarding Sale                  

On June 25, 2008, Albert Garrett, President of Michigan Council 25
of the American Federation of State, County and Municipal
Employees, AFL-CIO, issued this statement regarding the impending
closure and sale of North Oakland Medical Center:

"The North Oakland Medical Center is planning to close as a
business as of August 1, 2008, and turning the business over to
another entity -- the Oakland Physicians Medical Center," stated
Mr. Garrett.  "However, AFSCME has been excluded from the
negotiations for this transfer, despite the contractually-binding
successor clause within the AFSCME-NOMC contract."

"AFSCME-represented employees have taken a series of cuts to wages
and benefits over the years, all in an effort to keep the hospital
afloat, all while administrative salaries remained high.  The
working men and women of NOMC bore the brunt of the sacrifice,
only to be ignored in the process to transfer ownership,"
continued Mr. Garrett.

"Even worse, the NOMC has been encouraging the employees to lobby
the Pontiac City Council to approve the NOMC-OPMC purchase
agreement -- since the purchase agreement requires City Council
approval," Mr. Garrett pointed out.  "However, in this NOMC-OPMC
purchase agreement, AFSCME understands that there is:

    --  no promise of protection for the accrued retirement and
        other employee benefits,

    --  no promise of jobs for the AFSCME-represented employees
        with OPMC,

    --  no promise of union representation for the employees that
        OPMC hires, and

    --  no promise that OPMC will follow the AFSCME contract.  
        The NOMC employees have been coerced into lobbying
        Pontiac City Council for a deal which ignores their
        interests!"

"NOMC has a legal obligation to force the OPMC to adhere to the
AFSCME bargaining agreement.  This is essential to protect the
employees accrued benefits," Mr. Garrett stressed.  "Our successor
clause in the AFSCME-NOMC bargaining agreement is very clear, and
must be followed. These employees have worked too hard, under
conditions too dire, to be ignored at the end of the road --
especially when they have a legal right to be at the table."

"Our members have accrued leave time, retirement benefits and
other benefits.  Over the years, they sacrificed part of their
hourly pay to receive these benefits.  Where is the protection, in
the purchase agreement, that the employees will receive what they
deserve?  AFSCME wants to see a smooth transition and will work
hard to assure the hospital survives, but we must be at the table!  
AFSCME has offered to meet with the principals in this
negotiation, immediately.  But so far, good faith negotiations
have been refused," Mr. Garrett concluded.

                          About AFSCME

Albert Garrett also serves as Vice President of AFSCME
International.  Michigan AFSCME Council 25 --
http://www.miafscme.org/-- represents more than 90,000 public  
workers across Michigan.  AFSCME International represents 1.4
million public workers nationwide.  

               About North Oakland Medical Center

Pontiac, Michigan-based North Oakland Medical Center --
http://www.nomc.org/-- is a non-profit community hospital in  
Pontiac, Michigan, that delivers healthcare and health-related
services in northern Oakland County.   North Oakland Medical
Centers, formerly Pontiac General Hospital and Oakland County's
first hospital, is licensed for 366 beds and is home to a wide
variety of specialties including: Acute Medical Surgery, Physical
Medicine and Rehabilitation, Intensive Pediatric Physical Therapy,
Radiation Oncology, Emergency Centers (Pontiac and Waterford),
several out-patient clinics, and Community Services.


NORTHPOINT VILLAGE: May Employ Gerald Decker as Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted Northpoint Village of Utica, LLC, authority to employ
Gerald L. Decker, Esq., as its bankruptcy counsel.

As bankruptcy counsel, Mr. Decker will, among other things, advise
the Debtor as to its rights, duties and powers as a debtor in
possession.

The Debtor will compensate Mr. Decker at $275 per hour in
accordance with their written employment agreement.

To the best of the Debtor's knowledge, Mr. Decker does not hold or
represent any interest adverse to the Debtor or its estate, and
his employment as bankruptcy counsel is in the best interest of
the estate.

Based in Utica, Mich., Northpoint Village of Utica, LLC filed for
Chapter 11 protection on May 29, 2008 (E.D. Mich. case no. 08-
53097).  When the Debtor filed for reorganization under Chapter
11, it listed total assets of $15,000,000 and total debts of
$11,068,424.


PACIFIC LUMBER: BoNY Opposes Technical Changes to Marathon Plan
---------------------------------------------------------------
The Hon. Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas supported the confirmation of the
Modified First Amended Joint Plan of Reorganization of The Pacific
Lumber Company and its debtor-affiliates as proposed by Marathon
Structured Finance Fund L.P., Mendocino Redwood Company, LLC, and
the Official Committee of Unsecured Creditors.  Nevertheless, the
Court opined that the Marathon/Mendocino Plan is confirmable,
subject to three technical corrections:

   (a) The Plan must provide for the retention of whatever lien
       the Noteholders have on the Headwaters Litigation;

   (b) The Plan must provide for the separation of any recovery
       from litigation in a Litigation Trust which belongs to
       Scopac, for the benefit of Scopac's unsecured creditors;
       and

   (c) The Plan must guarantee the payment of $510 million for
       payment of the Class 6 Secured Timber Noteholder debt.

The Bank of New York, N.A., as Indenture Trustee for the Timber
Noteholders, informs the Court that it was provided by the
Marathon Plan Proponents on June 9, 2008, of their First Amended
Joint Plan of Reorganization for the Debtors, as further modified
with technical modifications, embodying the Marathon Parties'
attempt to implement the changes required by the Court.  The
Marathon Parties also provided BoNY with a form of their proposed
confirmation order.

A full-text copy of the Marathon/Mendocino Plan With Technical
Modifications is available for free at:

               http://researcharchives.com/t/s?2f3e

A full-text copy of Marathon/Mendocino's proposed confirmation
order is available for free at:

               http://researcharchives.com/t/s?2f3f

Zack A. Clement, Esq., at Fulbright & Jaworski LLP, in Houston,
Texas, relates that many of the changes in the Marathon/Mendocino
Plan are acceptable to BoNY, including the appointment of a
Scotia Pacific Company Litigation Trustee by BoNY.  However, he
also notes that several significant disagreements over the form
and substance of the proposed order remain, particularly relating
to the control of the Headwaters Litigation on which the Court
ordered that the Marathon/Mendocino Plan be modified to provide
that BoNY retains its lien.

Mr. Clement relates that after reviewing the Technical
Modifications on the Marathon/Mendocino Plan, BoNY propose these
changes to the Plan:

   (1) Deletion of a proposed waiver of the automatic 10-day stay
       of the confirmation order provided by Rule 3020(e) of the
       Federal Rules of Bankruptcy Procedure; and

   (2) Clarification that the terms of the Marathon/Mendocino
       Plan, including the cancellation of BoNY's liens, will not
       go into effect until the Plan Effective Date.

Unless the modifications are made, BoNY would be deprived of its
due process rights, including any meaningful appeal of the
confirmation order should one be entered by the Court, Mr.
Clement asserts.

Moreover, Mr. Clement informs the Court that counsel for Marathon
indicated that Marathon would not agree to remove the waiver
provision from their form of order.

Accordingly, BoNY objects to Marathon/Mendocino's Proposed
Confirmation Order and Amended Plan With Technical Modifications
for these reasons:

   (a) Although the language of the Marathon Parties'
       Confirmation Documents seems to provide for the retention
       of BoNY's lien on the Headwaters Litigation, the language
       and structure of the modification and lack of any means of
       "implementation" ensures that the value of that lien is
       illusory.

   (b) The Marathon Parties have attempted to comply with the
       Court's direction by providing in the Confirmation
       Documents for the creation of two litigation trusts.  The
       original Marathon/Mendocino Plan provided for funding of
       $550,000 to the single litigation trust.  The Marathon
       Parties now proposes to fund the two trusts in the form of
       a loan bearing 7.5 % interest: $475,000 to fund the
       Pacific Lumber Company Litigation Trust; $25,000 to fund
       the SPC Litigation Trust.  The SPC Litigation Trust
       funding is inadequate.

   (c) The Confirmation Documents do not modify the definition of
       the Class 6 Distribution Adjustment as required by the
       Court.

   (d) The "technical fixes" to the Marathon/Mendocino Plan
       materially and adversely affect the way that claims are
       treated, the Bankruptcy Code and the Federal Rules of
       Bankruptcy Procedure, and case law regarding solicitation
       requirements demand that the creditors have an opportunity
       to reconsider and change their votes.

   (e) The 10-day automatic stay should not be vacated.

   (f) The Marathon/Mendocino Plan should not extinguish liens or
       affect the rights of the Parties until the Plan Effective
       Date.

BoNY reiterates that the Marathon/Mendocino Plan should be denied
confirmation in light of "new" evidence it allegedly discovered
in the form of e-mail messages between the parties to "tap into"
the value of the Scopac Timberlands through a "bogus appraisal."


                       About Pacific Lumber

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

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

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

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

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

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

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 64;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Submits Provisional Plan to Sell Assets
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Scotia Pacific
Company LLC seeks the authority of the U.S. Bankruptcy Court for
the Southern District of Texas to sell its assets pursuant to
auction procedures to be negotiated by the parties-
in-interest in Scopac's Chapter 11 case, in the event that the
Marathon/Mendocino Plan is not confirmed.

The Court, in a ruling dated June 6, 2008, supported the
confirmation of the Modified First Amended Joint Plan of
Reorganization for the Debtors proposed by Marathon Structured
Finance Fund L.P., Mendocino Redwood Company, LLC, and the
Official Committee of Unsecured Creditors.

Kathryn A. Coleman, Esq., at Gibson, Dunn & Crutcher LLP, in New
York, informs the Court that based on a proposed confirmation
order submitted by the Marathon Parties, Scopac is concerned that
the Marathon/Mendocino Plan may not be confirmed either (i)
because the Court does not find the changes acceptable or (ii)
because Marathon is not willing to go forward to consummate its
Plan.

Scopac asks the Court to hear its Provisional Sale Motion only if
the Marathon/Mendocino Plan is not confirmed or consummated.

Ms. Coleman explains that Scopac's aim in making its Provisional
Sale Motion is to ensure that, in the absence of a confirmed and
consummated plan of reorganization, its estate will be maximized
through a fair and transparent auction conducted pursuant to
Section 363, so that all of Scopac's unsecured creditors,
including its administrative creditors, can be paid as much as
possible.  Scopac says it fears that absent an auction, the only
alternative disposition of its assets will be in a foreclosure
following a lifting of the automatic stay or conversion of its
bankruptcy case to Chapter 7 to the detriment of unsecured
creditors.

Scopac's management has the capacity to continue to operate the
business during the marketing process and the proposed DIP
financing by Lehman Commercial Paper Inc., currently being
considered by the Court, will provide the financing necessary for
the continuing operations, Ms. Coleman maintains.

If there is a sale process, Scopac notes that it anticipates
negotiating bidding procedures and bidder qualification
requirements with the parties-in-interest.

Scopac believes that an economically viable Scotia Mill whose
future is assured will increase the value of the Scopac
Timberlands.

Scopac proposes these uniform bidding procedures to govern a
possible sale of its assets:

   1. Existing Scopac management will stay in place during the
      auction process, and will be available to stay in place for
      a reasonable period for any purchaser of the timberlands,
      subject to acceptable terms for compensation and retention.

   2. The Indenture Trustee for the Timber Noteholders' right to
      credit-bid for Scopac's timberlands will be capped at $625
      million.

   3. The auction process will conclude no later than 60 days
      from entry of the order approving the bid procedures.

   4. All bids, including credit bids, must include enough cash
      to pay (a) administrative and priority claims against
      Scopac's Chapter 11 estate, (b) up to $500,000 to holders
      of general unsecured claims against Scopac's Chapter 11
      estate, exclusive of the Indenture Trustee's deficiency
      claim, and (c) any breakup fee that becomes payable to a
      stalking-horse bidder, if any, whose bid is exceeded and
      whose final bid is not the bid accepted.

      In any event, no existing creditor of Scopac will be
      chosen as the stalking horse.

      Lehman will provide up to $30 million in financing to any
      buyer, including the Indenture Trustee on a credit bid, to
      ensure that all administrative and priority claims are paid
      in full and in cash.

   5. Regardless of whether it is the successful bidder, the
      Indenture Trustee will agree to a carve-out of up to
      $500,000 from its recovery, which will be available for
      distribution to holders of general unsecured claims against
      the Scopac Chapter 11 estate.

   6. In order to ensure the viability of the Palco mill, any
      purchaser of the Scopac timberlands must be willing to
      enter into a long-term contract for log sales, so long as
      the mill owner makes a substantial commitment to the
      ongoing viability of the mill.

   7. Any purchaser must explicitly recognize the variety of
      permits, regulatory requirements, and environmental
      obligations associated with the Scopac timberlands, and
      must acknowledge in writing that it will continue to
      satisfy all such commitments.

      Permits include Timber Harvesting Permits (THPs),
      Department of Fish and Game Streambed Alteration permits
      (1600s), Water Quality General Waste Discharge Requirements
      (GWDRs), and Watershed Wide Waste Discharge Requirements
      (WWDRs).  Regulatory requirements include, without
      limitation, Water Quality Cleanup and Abatement Orders
      (CAOs) and numerous sections of the state Forest Practices
      Act FPAs) and Porter Cologne Water Quality Act (WQA).
      Environmental obligations include, without limitation, the
      state and federal Habitat Conservation Plan (HCP), and
      Sustainable Forestry Initiative Certification (SFI) for the
      Scopac Timberlands.  Any purchaser must also explicitly
      adopt Scopac's policy that it does not perform clear-
      cutting.

   8. The Indenture Trustee will waive its claim under Section
      507(b) for the diminution of its collateral during the
      pendency of Scopac's Chapter 11 case.

   9. If the Indenture Trustee and Sierra Pacific are the
      successful bidders for the Scopac and Palco assets, the
      Indenture Trustee will contribute $5.3 million, which
      will be combined with $5.3 million to be contributed by
      Sierra Pacific and used to pay general unsecured trade
      creditors of Palco and Scopac.

                     Sierra Pacific Responds

Sierra Pacific Industries supports Scopac's Provisional Sale
Motion.  Sierra Pacific argues that the Marathon/Mendocino Plan
will not be viable, thereby potentially negatively affecting the
Scotia community by the probable shutdown of the PALCO Mill.

As previously reported, Sierra Pacific offered on May 12, 2008,
to buy the PALCO mill, the related co-generation plant and
related working capital for roughly $45 million.  Sierra Pacific
tells Judge Schmidt that its offer to purchase the PALCO Mill is
still valid and provides for the best interests of Scopac and its
creditors.

Mark W. Wege, Esq., at King & Spalding, LLP, in Houston, Texas,
informs the Court that in exchange for receiving a 15-year log
supply agreement, Sierra Pacific agrees to make an investment of
over $75 million in the PALCO Mill, including $30 million of new
money to rebuild the facility.

Sierra Pacific is also mindful of the extraordinary environmental
values in the Scopac Timberlands, Mr. Wege emphasizes.

BoNY also supports Scopac's Provisional Sale Motion in light of
"new" evidence that the Marathon Parties intends to "tap into"
the value of Scopac's Timberlands through a bogus appraisal.

                       About Pacific Lumber

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

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

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

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

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

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

The Debtors' exclusive plan filing period expired on Feb. 29,
2008. (Scotia/Pacific Lumber Bankruptcy News, Issue No. 64;
http://bankrupt.com/newsstand/or 215/945-7000).


PAPPAS TELECASTING: Gets Initial OK to Use Fortress' $1.5MM Loan
----------------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court for
the District of Delaware authorized Pappas Telecasting Inc. and
its debtor-affiliates to obtain, on an interim basis, up to
$1.5 million in postpetition financing from a consortium of
financial institution led by Fortress Credit Corp., as
administrative agent, under a revolving credit facility.

Judge Walsh also authorized the Debtors to access Fortress
Credit's cash collateral.

As reported in the Troubled Company Reporter on June 4, 2008, the
Debtors and Fortress Credit entered into a credit agreement dated
March 1, 2006, as amended and restated, which established term
loans to provide working capital and for other purposes to the
Debtors or the committee.  The Debtors owed roughly $303.5 million
plus accrued and unpaid interest to Fortress Credit as of the
Debtors' bankruptcy filing.

Fortress agreed to provide a committed $5 million senior secured
superpriority DIP financing on a final basis.  The DIP facility
incurs interest rate at one month LIBOR plus 5%.

The DIP loan will be used to, among other things (i) fund working
capital requirements, (ii) pay interest accrued on the DIP loan,
and (iii) pay fees and expenses of the administrative agent
including professional advisors' fees.

The DIP loan contains customary and appropriate events of default.

Fortress Credit will be paid $10,000 administrative fee per month
as part of the transaction.

The DIP loan is subject to carve-out for payments to professionals
advisor to the Debtors and fees required to be paid to the clerk
of the Bankruptcy Court and the U.S. Trustee.  There is a $500,000
carve-out for payment to professionals advisor retained by the
Debtors.

To secure their DIP obligations, Fortress Credit will be granted
superpriority claims status over any and all administrative
expenses under Section 503(b) and 507(b) of the Bankruptcy Code.

The final hearing will be set after the form of the DIP credit
agreement is filed with the Court.

                     About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and    
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.

According to Bloomberg, the Debtors listed assets with a book
value of $460 million and debt of $537 million, including inter-
corporate debt.


PINE TREE IV: Moody's Cuts Rating on Floating Rate Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issued by Pine Tree IV - Series 2006-2:

Class Description: $3,000,000 Secured Floating Rate Credit Linked
Notes due 30 June, 2013

  -- Prior Rating: A3, on watch for possible downgrade
  -- Curent Rating: Ba2

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


PRUDENTIAL AMERICANA: Plan Hearing to Continue to July 10
---------------------------------------------------------
The Hon. Bruce Markell of the U.S. Bankruptcy for the District of
Nevada at a June 30, 2008 hearing, denied confirmation of the
reorganization plan filed by Americana Holdings LLC, dba
Prudential Americana Group Realtors(R), and its debtor-affiliates,
Tim O'Reiley at the Las Vegas Business Press says.

The Debtors are expected to file a revised plan which will be
heard on Thursday, July 10.  Business Press says that the Debtors
hope to emerge from chapter 11 "in recognizable condition."

                      Provisions of the Plan

The plan provides for a resolution of a dispute among the Debtors
and their outside brokers and agents who were made to believe that
Prudential Americana continues to be Las Vegas' largest brokerage
firm although its size has substantially shrunk in the past three
years, Business Press says.  Prudential Americana plans to pay in
full a $70,000 in referral payments owed to brokers and agents,
the report states.

Judge Markell said that the Debtors have not justified their
preferential treatment to outside brokers and agents, Business
Press says.  Under the plan, the Debtors will pay roughly 5.5
cents on the dollar on $15.5 million owed to other unsecured
creditors, Business Press writes.

Mark Stark, CEO and owner, will remain in control of the Debtors
in exchange for a $500,000 investment and write-off of
$1.6 million he loaned to the Debtors in 2007, Business Press
says.  Affiliates will invest $7.1 million in loans and new equity
of 40% under the plan, Business Press notes.

Peninsula Capital Partners which is owed $14.5 million will get
$800,000 under the plan.  Peninsula Capital counsel, Richard
Holly, Esq., at Santoro, Driggs, Walch, Kearney, Holley &
Thompson, alleged that Prudential Americana filed for bankruptcy
to reduce its loan and to keep it atop the market, Business Press
states.

Prudential Americana disclosed that its value has dwindled down
from $24.3 million to $3.7 million, impairing the security of
Peninsula Capital, Business Press says.

Under the plan, Zions First National Bank will be satisfied
through the first mortgage it holds, Business Press reports.

                      Future is Difficult

Business Press comments that the future of Prudential Americana
looks vague.  The report points to the company's business being
plagued by the losses from high-rise condominiums that Mr. Start
started in 2005.

Judge Markell said that although Mr. Stark is trying his best,
"[t]he capital structure clearly is pretty thin," Business Press
notes.

                     Destabilizing Campaign

Business Press says that the Debtors' legal fees are mounting.  
However, owner Mr. Stark said that "the biggest issue is the rumor
mill" alleging that rivals are campaigning against his company to
destabilize it and pirate top salesmen, Business Press writes.

Business Press reports that the Debtors employ about 1,000 brokers
at six locations.

                    About Prudential Americana

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by   
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a Real Estate Brokerage Franchise
Agreement dated March 24, 1999, as amended, between The Prudential
Real Estate Affiliates Inc. as franchisor and Americana as
franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


QUIKSILVER INC: S&P Retains Negative Watch on Weak 1Q Results
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Quiksilver Inc., including its 'BB-' corporate credit rating, will
remain on CreditWatch with negative implications where they were
placed on April 1, 2008, due to weak first-quarter results.  The
Huntington Beach, California-based apparel company had about
$938 million in debt outstanding at April 30, 2008.
     
According to the company's recent 10Q filing, Quiksilver expects
to sell its Rossignol business, which together with its golf
business (sold in December 2007), accounted for about $157 million
of sales for the six months ended April 2008.  These businesses
are classified as discontinued operations.  In connection with the
reclassification of the Rossignol business, the company also
recorded an impairment charge of about $240 million.  In recent
periods, the Rossignol business has been problematic, with a very
weak snow season in Europe last winter that depressed sales and
EBITDA significantly.  As a result, Quiksilver's operating
performance and credit measures suffered.
     
"We will meet with management to further discuss Quiksilver's
operating trends and forecasts to resolve the CreditWatch," said
Standard & Poor's credit analyst Susan H. Ding.


REBECCA MATTHEWS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Rebecca Matthews
        449 Bell Street
        E. Palo Alto, CA 94303

Bankruptcy Case No.: 08-31206

Chapter 11 Petition Date: July 3, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: James T. Cois
                  Law Offices of James T. Cois
                  P.O. Box 2705
                  San Francisco, CA 94126-2705
                  Phone: (415)561-1445
                  E-mail: JTCois@aol.com

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

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

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


RICHARD COLOSIMO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Richard J. Colosimo, II
        10409 Shore Crest Terrace
        Moreno Valley, CA 92557

Bankruptcy Case No.: 08-18132

Chapter 11 Petition Date: July 2, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Robert B. Rosenstein
                  Rosenstein & Hitzeman
                  28600 Mercedes St. Ste. 100
                  Temecula, CA 92590
                  Tel 951-296-3888
                  Fax 951-296-3889
                  Email robert@rosenhitz.com

Total Assets: $1,588,530

Total Debts: $4,692,557

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


ROBERT BREECE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert Darrell Breece
        Rita Jane Breece
        1085 Waldron Road
        La Vergne, TN 37086

Bankruptcy Case No.: 08-05669

Chapter 11 Petition Date: July 3, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz, & Lefkovitz  
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Phone: 615 256-8300
                  Fax: 615 250-4926
                  E-mail: Stevelefkovitz@aol.com

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

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

A copy of the Debtor's petition with a list of its largest
unsecured creditors is available for free at
http://bankrupt.com/misc/tmd08-05669.pdf


ROPER INDUSTRIES: Moody's Rates New Unsecured Credit Facility Baa3
------------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the new senior
unsecured credit facilities of Roper Industries, Inc and upgraded
the rating on the company's senior subordinate notes to Ba1 from
Ba2.  

The effective upgrade to Investment Grade reflects the significant
improvement in Roper Industries' scale and diversity
characteristics that have been achieved over a period of time
through a number of well executed acquisitions.  

Roper Industries' improved business profile gives Moody's
increased confidence that its strong operating performance is
likely to be sustained through the economic cycle.  As well, the
rating action considers the company's demonstrated adherence to a
disciplined financial policy, including modest usage of leverage
and maintenance of adequate liquidity despite its acquisitive
growth strategy.  

Moreover, the replacement of Roper Industries' senior secured bank
facilities with unsecured facilities provides increased financial
flexibility that is consistent with its new investment grade
status.  Roper Industries' new $1.1 billion credit facility
includes a $350 million two year term loan and revolvers totaling
$750 million committed for five years.  This concludes the review
for upgrade initiated on June 18, 2008.  The rating outlook is
stable.

Assignments:

Issuer: Roper Industries, Inc.

  -- Senior Unsecured Bank Credit Facility, Assigned Baa3

Upgrades:

Issuer: Roper Industries, Inc.

  -- Senior Subordinated Conv./Exch. Bond/Debenture, Upgraded to
     Ba1 from Ba2

Outlook Actions:

Issuer: Roper Industries, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Roper Industries, Inc.

  -- Probability of Default Rating, Withdrawn, previously rated
     Ba1

  -- Corporate Family Rating, Withdrawn, previously rated Ba1

  -- Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba1, 39 - LGD3

Roper Industries' Baa3 rating and stable outlook are supported by
the company's diverse group of businesses, which typically have
solid market positions and are primarily focused on secular growth
rather than cyclical market segments.  As well, diversity is
further enhanced given that Roper Industries' businesses
collectively have little concentration of exposure to any one
customer, product or end market.

Despite some reliance on the weakening U.S economy, Moody's
believes these elements of diversity should enable the company to
record modest organic revenue growth, while sustaining relatively
high margins and cash flow generation levels through a period of
economic weakness.

Factors balancing these strengths include Moody's belief that
Roper Industries will continue to pursue acquisitions in support
of its growth initiatives.  This strategy is likely to sustain
integration and execution risks within the company's business
profile while consuming incremental debt capacity created by
future cash generation and earnings growth.

As well, the potential that Roper Industries may eventually be
tested to divest some of the businesses within its portfolio, for
which its experience has been limited, is also a factor
constraining the rating.

Headquartered in Sarasota, Florida, Roper Industries, Inc. is a
globally diversified manufacturing company.  Trailing 12-month
revenues totaled roughly $2.2 billion.


SCOTTS MIRACLE-GRO: DOJ Investigation Won't Affect S&P's Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on The Scotts Miracle-Gro Co. (BB/Negative/--) are not
currently affected by the ongoing investigation, jointly led by
the U.S. Department of Justice and the U.S. Environmental
Protection Agency, related to the registration status of some of
the company's products, nor by any product recalls or existing
Stop Sale, Use, or Removal Order from the EPA with respect to any
of the company's products.

However, given the company's weakened credit measures primarily
because of operating losses related to product recalls and
inventory impairments for improperly registered products, S&P now
expect the company's average adjusted debt to EBITDA to remain
elevated at greater than 4x for the remainder of the fiscal year.

As a result, S&P estimate  Scotts' EBITDA cushion on its average
debt to EBITDA covenant will be tight (less than 10%) when the
maximum permitted ratio steps down to 4.25x from 4.75x at fiscal
year ended Sept 30, 2008.  If the company is not able to improve
the cushion on its financial covenants in the near term and
operating performance in the next quarter weakens significantly,
S&P could consider lowering the corporate credit rating.


SENTINEL MANAGEMENT: BoNY Insists on Dismissal of $550 Mil. Suit
----------------------------------------------------------------
The Bank of New York asked the U.S. Bankruptcy Court for the
Northern District of Illinois to reconsider its motion to dismiss
a $550 million litigation filed by Frederick J. Grede, the chapter
11 trustee in Sentinel Management Group Inc.'s bankruptcy cases,
ABI World reports, citing Bankruptcy Law 360.

                    Case Trustee's Allegations

The Troubled Company Reporter said on March 5, 2008, that Mr.
Grede sought $550,000,000 in damages against BoNY and The Bank of
New York Mellon Corp.  BONY acted as custodian of securities,
clearing agent for securities transactions, and lender to the
Debtor.

According to the chapter 11 trustee's complaint, BONY's misconduct
played a pivotal role in the Debtor's collapse, in four distinct
ways.  The case trustee alleged that the bank established a
fundamentally flawed account structure for Sentinel's accounts in
violation of its obligation under federal law and its duties to
Sentinel; aided and abetted breaches of fiduciary duty committed
by certain Sentinel insiders; knowingly accepted fraudulent and
preferential transfers as part of the Sentinel insiders' scheme;
and engaged in inequitable conduct.

The chapter 11 trustee stated that BONY's motive to participate in
this misconduct was pecuniary since it generated tens of millions
of dollars in interest income on its ever-increasing loan to the
Debtor.  Furthermore, the chapter 11 Trustee said that Philip
Bloom, Eric Bloom, and Charles Mosley, officers and directors of
the Debtor, participated in a scheme to defraud and to breach
their fiduciary duties to the Debtor.

A full-text copy of the Chapter 11 Trustee' lawsuit is available
for free at: http://ResearchArchives.com/t/s?28af

                BoNY Objects to $10 Mil. Settlement

On June 12, 2008, the TCR related that the Court approved a
$10 million settlement entered between Grede and the Debtor's
founder Philip Bloom and its chief executive officer Eric Bloom.  
The Debtor and its former executives agreed to resolve a $350
million fraud case filed by Sentinel's case trustee.

The Bank of New York, which holds $312 million claims against the
Debtor, filed objections to the settlement.  

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions.  The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

A confirmation hearing on a chapter 11 liquidation plan filed by
the Debtor is set for Aug. 12, 2008.


SHAWN SOHRABIAN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shawn Sohrabian
        fka Mohammad Reza Sohrabian
        905 Peacock Station Rd.
        McLean, VA 22102

Bankruptcy Case No.: 08-13810

Chapter 11 Petition Date: June 30, 2008

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Steven B. Ramsdell
                  Tyler Bartl Gorman & Ramsdell P.L.C.
                  700 S. Washington St., Suite 216
                  Alexandria, VA 22314
                  Tel (703) 549-5000
                  Fax (703) 549-5011
                  Email sramsdell@tbgrlaw.com

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

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

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Suntrust Bank                  Real Estate           $359,225
P.O. Box 791274                value of
Baltimore, MD 21279            security - 700,000                   
                               value of
                               senior lien - 405,992

Chevy Chase Bank               Credit Guarantee      $248,207
7501 Wisconsin Ave.
Bethesda, MD 20814

Mohammad Mafi                                        $200,000  
Attn: Edward W. Cameron, Esq.
9302 Lee Hwy., Suite 1100
Fairfax, VA 22031-1214

Saeed Haghighi Investment      Personal Loan         $200,000

Pari Naimi                     Personal Loan         $175,000

SunTrust Bank                  Credit Guarantee       $99,223
Commercial Credit

Bowman Environmental                                  $56,352

Internal Revenue Service       Income Taxes           $55,000

U.S. Bank                                             $50,470

Home Deco Plus                                        $40,000

The Steel General                                     $35,000

Paulo D'Oliviera                                      $30,000

Behnam Shrvani                                        $27,000

Citi                                                  $25,000

Southland Insulators Inc.                             $24,718

Jack Rosen Custom Kitchen                             $23,494

Jerusalem Stone Source                                $23,000

Mosaic Tile Co.                                       $19,517

Supplies Unlimited             Debt                   $19,000

Alireza Shahinparvaz                                  $15,000


SHERRILL HUNEYCUTT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Sherrill Harding Huneycutt
        P.O. Box 753
        North Myrtle Beach, SC 29597

Bankruptcy Case No.: 08-04386

Chapter 11 Petition Date: July 1, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Elizabeth Soja
                  Everett Gaskins Hancock & Stevens LLP
                  127 West Hargett Street, Suite 600
                  Raleigh, NC 27601
                  Tel (919) 755-0025
                  Fax (919) 755-0009
                  Email beth@eghs.com

Total Assets: $3,527,495

Estimated Debts: $2,815,488

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

     http://bankrupt.com/misc/nceb08-04386.pdf


SOLUTIA INC: Engages HSBC to Assess Future of Nylon Business
------------------------------------------------------------
Solutia Inc. has retained HSBC Securities (USA) Inc. to explore
strategic alternatives with respect to its nylon business,
including a possible sale.

Solutia has transformed the nylon business from a North American-
focused fiber business into the world's second-largest producer of
nylon 66 plastics, commented Jeffry N. Quinn, chairman, president
and chief executive officer of Solutia Inc.  He said the nylon
business is on a path for further growth and improvement in
financial performance, and Solutia believes strongly in the
strategic course it has set for the business.

However, given the strength of the high-margin specialty chemical
and performance materials businesses and the current industry
dynamic in the nylon segment, it is an appropriate time to explore
strategic alternatives available with respect to the nylon
business that would better position both the nylon business and
the rest of Solutia for reaching their ultimate potential, Mr.
Quinn said.

In 2007, the nylon business generated net sales of $1,892,000,000
or approximately 51% of Solutia's total revenue, and adjusted
EBITDAR of $106,000,000, or 28% of Solutia's total pro forma
adjusted EBITDAR.  In 2008, first quarter net sales for the nylon
business were $468,000,000, an increase of 10% when compared to
the first quarter of 2007; however, the business' adjusted EBITDAR
was a loss of $7,000,000 for the quarter, a decrease of
$35,000,000 year-over-year, largely due to higher raw material
costs that were only partially recovered with higher selling
prices in the quarter.  In contrast, Solutia's other three
business platforms -- Saflex(r), CPFilms(r), and Technical
Specialties, which generated net sales of $1,850,000,000 and
adjusted EBITDAR of $270,000,000 in 2007, generated $108,000,000
in adjusted EBITDAR in the first quarter 2008, an increase of 23%
over the same period in 2007.

Solutia said that its nylon business is one of only two world wide
businesses that own the complete range of technology to produce
nylon 66.  The business is able to efficiently serve global
markets from its integrated set of world-scale, flexible assets
located in North America.  During 2007, 28% of the business'
sales came from Asia.  With its 2008 addition of 68,000 metric
tons of capacity for Vydyne(r) and Ascend(r) nylon 66 resins and
polymers, that percentage is expected to rise further, driven by
rapidly growing demand among Asian producers of automotive,
electrical, and consumer goods.

           Consummation of Transaction Remains Uncertain

Rosemary L. Klein, Solutia senior vice president, general counsel
and secretary, said in a regulatory filing with the U.S.
Securities and Exchange Commission that no assurances can be made
as to whether the exploration of strategic alternatives will lead
to the consummation of any particular transaction.  Any potential
transaction will likely be subject to numerous closing
conditions, including third party approvals, she added.

According to Jonathon P. Wright, Solutia senior vice president
and president of Solutia's nylon division, the rising raw
material costs, which are closely related to oil prices, in
Solutia's nylon business "is becoming a drain" on the company's
other businesses, Pensacola News Journal reported.

Mr. Wright noted that in 2002, oil was only $17.50 per barrel.  
At present, it is over $140 per barrel.

"[T]he characteristics of the nylon division are very different
from the other products we make.  If the price of oil went back
to 2002 levels, then the nylon division would be more profitable,
and we probably would think about staying in the business,"
Mr. Wright said.

Daniel Ortwerth, chemical industry analyst at Edward Jones, said
that likely buyers for Solutia's nylon division would include a
"massive chemical corporation that has the global reach,
production scale and efficiencies to make money even in lean
times" -- which might include Dow Chemical Co. and BASF SE, PNJ
reported.

Mr. Ortwerth added that a Middle Eastern company with access to
cheap supply of oil might also be a potential buyer, according to
PNJ.

SmallCapInvestor.com reported that Solutia's shares dropped 15%,
down to $11.79, after announcement of the possible sale of its
nylon business.  On June 29, 2008, Solutia shares closed at
$13.90 per share.  Solutia shares closed at $12.82 per share on
June 30, 2008.  As of July 2, Solutia stock was at $12.56 per
share.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,     
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Signs $182 Million Deal with Chinese Companies
-----------------------------------------------------------
According to STLtoday.com, Solutia Inc. Chief Executive Officer
Jeffry Quinn signed $182,000,000 in contracts with certain
Chinese companies on June 16, 2008.

Mr. Quinn was among local industry leaders who signed deals with
Chinese companies during a meeting at the Ritz-Carlton Hotel in
Clayton, STLtoday reported.

Solutia said that 58% of its revenue growth between 2006 and 2001
will come from China, according to STLtoday.  Solutia exports
nylon resins and polymers to China from its Pensacola, Florida
facility, STLtoday noted.

"We look at China not as a place to outsource production and find
cheap labor, but as a vibrant market that needs and desires the
quality products that Solutia produces around the world,"
STLtoday quoted Mr. Quinn.

Solutia manufactures tinted window films and, through a joint
venture, heat-transfer fluid in China, according to STLtoday.

Solutia also recently announced that it is seeking to expand its
Crystex(R) insoluble manufacturing capacity in the Asia-Pacific
region.  Crystex is a vulcanizing agent used in the tyre
industry.

                   St. Louis RCGA Press Release

Chinese Vice Premier Wang Qishan became the highest Chinese
government official yet to visit St. Louis in connection with the
proposal to create an air cargo hub and commercial center here to
facilitate trade between China and the United States.

The Vice Premier arrived on a flight direct from Beijing.  After
his meetings at St. Louis, he went on to Washington, D.C. for
discussions with Secretary of the Treasury Henry Paulson.

"We are extremely pleased to be hosting this visit by Vice Premier
Wang," said Richard C. D. Fleming, President and Chief Executive
Officer of the St. Louis Regional Chamber & Growth Association
(RCGA).  "His presence here speaks volumes about how seriously the
Chinese are exploring the notion of making St. Louis their
Midwestern port of entry to the United States."

While in St. Louis, Vice Premier Wang met with Sens. Christopher
S. "Kit" Bond and Claire McCaskill, as well as with Congressmen
Russ Carnahan, William "Lacey" Clay, Todd Akin, and JoAnn Emerson,
and with Mo. Lt. Gov. Peter Kinder, Missouri House Speaker Rod
Jetton, St. Louis Mayor Francis Slay, St. Louis County Executive
Charlie Dooley, and others, including Robert A. Reynolds Jr.,
RCGA's chairman and chairman, president, and chief executive
officer of Graybar.  The meetings took place at the Ritz-Carlton
Hotel in Clayton, and were followed by a luncheon where the Vice
Premier made remarks that were open to the media.

In conjunction with Vice Premier Wang's visit, Chinese government
officials signed four agreements with local and state businesses
and organizations.  The agreements were with the United Soybean
Board, United States Soybean Export Council, and the American
Soybean Association; the Missouri Department of Agriculture;
Emerson (NYSE: EMR); and Solutia, Inc. (NYSE: SOA).

Solutia signed memorandums of understanding with three companies
for the purchase of Solutia's Vydyne(R) nylon resin, which is used
by Chinese manufacturers of automotive, electrical, consumer, and
industrial products.

The three companies, and the size of the respective contracts, are
Guangzhou Kingfa Science and Technology Co. Ltd., $84,000,000;
Hangzhou Yongchang Nylon Co. Ltd., $56,000,000; and Liaoning
Yinzhu Chem-Tex Group Co., $42,000,000.

                     About the St. Louis RCGA

The St. Louis Regional Chamber & Growth Association is the chamber
of commerce and economic development organization for the
16-county, bi-state region.  With nearly 4,000 member companies,
RCGA members constitute 40% of the regional work force.  The
mission of the RCGA is to unite the region's business community,
and to engage dynamic business and civic leadership to develop
and sustain a world-class economy and community.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,     
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Registers $600 Million Stock and Debt Securities
-------------------------------------------------------------
Solutia Inc. filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement under the Securities
Act of 1933 to register $600,000,000 in debt securities,
guarantees of debt securities, common stock at par value $0.01 per
share, preferred stock at par value $0.01 per share, depository
shares representing preferred stock, warrants, stock purchase
contracts, and stock purchase units.

Solutia may amend its Registration Statement, as necessary, to
delay its effective date until a further amendment is filed
specifically stating that the Registration Statement will become
effective in accordance with Section 8(a) of the Securities Act
of 1933, as amended, or until the statement will become effective
on a date SEC may determine.

Solutia's prospectus describes the general terms of the
securities and the general manner that the Company will offer
them.  Securities may be sold directly, through agents, dealers
or underwriters designated from time to time, or through a
combination of these methods.  Solutia reserves the right to
accept or reject, in whole or in part, any proposed purchase of
securities.

A full-text copy of the Prospectus is available at no charge at
http://ResearchArchives.com/t/s?2f3c

The net proceeds from the sale of Solutia's debt and equity
securities for the repayment of indebtedness, to finance
acquisitions or for general corporate and working capital
purposes, according to Jeffry N. Quinn, Solutia chief executive
officer and chairman of the board.  The net proceeds may be
invested temporarily or be applied to repay short-term or
revolving debt until used for the stated purpose, he adds.

The Prospectus supplement for any series of debt securities that
may be offered will state the price and terms of the securities.

Mr. Quinn notes that the material terms of Solutia's certificate
of incorporation and by-laws authorizes it to issue a total of
600,000,000 shares of capital stock, consisting of:

    -- 500,000,000 shares of Common Stock, par value $0.01 per
       share; and

    -- 100,000,000 shares of Preferred Stock, par value $0.01 per
       share.

As of March 31, 2008, 60,763,046 shares of Common stock and zero
shares of Preferred Stock have been issued and outstanding.  The
transfer agent and registrar for Solutia's Common Stock is
American Stock Transfer & Trust Company.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,     
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Sells Town & Country Property for $42.7 Million
------------------------------------------------------------
Solutia Inc. has sold its 260,000-square-foot office building in
Town & Country, Mo., to Bluerock Real Estate, LLC, for
$42,750,000.

Through this agreement, Solutia is able to free up cash to pay
down debt and for our core business operations while keeping
our headquarters at the current site through a long-term lease,
said James M. Sullivan, senior vice president and chief financial
officer, Solutia Inc.  Of the $42,750,000 in proceeds, Solutia
used approximately $19,500,000 to pay off the current mortgage
and the remainder for general corporate purposes.

Solutia's corporate headquarters will continue to occupy
120,000 square feet of the building under a 10-year renewable
lease with Bluerock.  Pfizer Inc. and Savvis, Inc. also lease
office space in the building.

Solutia and its real estate advisor, Colliers Turley Martin
Tucker, began marketing the site earlier this year.  The site is
located at 575 Maryville Centre Drive, approximately 18 miles
west of downtown St. Louis.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,     
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 128; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SONOMA ENERGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sonoma Energy Corp.
        17620 Highway 105 W.
        Montgomery, TX 77356

Bankruptcy Case No.: 08-34430

Type of Business: The Debtor is a Texas-based independent oil and
                  gas exploration, development, and production
                  company.  See http://sonomaenergy.net/

Chapter 11 Petition Date: July 7, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Ronald J. Sommers, Esq.
                     Email: efilers@nathansommers.com
                  Nathan Sommers Jacobs
                  2800 Post Oak Blvd., 61st Fl.
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax: (713) 892-4800
                  http://www.nathansommers.com/

Total Assets: $2,948,429

Total Debts:  $2,121,830

A copy of Sonoma Energy Corp's petition is available for free at:

      http://bankrupt.com/misc/txsb08-34430.pdf


SOUTHPOINTE EXPANSION: Wants to Hire Quilling Selander as Counsel
-----------------------------------------------------------------
Southpointe Expansion LP seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Quilling,
Selander, Cummiskey & Lownds P.C. as its bankruptcy counsel.

Christopher J. Moser, Esq., a shareholder at Quilling, Selander,
Cummiskey & Lownds P.C., assures the Court that the firm does not
hold or represent any interest adverse to the Debtor or its
estate, and that the firm is a "disinterested person" as that term
is defined under Section 101(14) of the Bankruptcy Code.

On June 2, 2008, Quilling Selander received a $10,000 retainer
from the Debtor.  Quilling Selander applied $3,314 of the $10,000
retainer to pay the Debtor's prepetition attorney's fees and to
pay th $1,039 filing fee.

As compensation for their services, Quilling Selander's
professionals bill:

        Shareholders            $275 to $350
        Associates              $150 to $250
        Paralegals               $50 to $105

Based in Fort Worth, Texas, Southpointe Expansion LP filed for
Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08-
42534).  Christopher J. Moser, Esq., at Quilling, Selander,
Cummiskey & Lownds PC, represents the Debtor as counsel.


SOUTHPOINTE EXPANSION: Files List of Largest Unsecured Creditors
----------------------------------------------------------------
Southpointe Expansion LP filed with the U.S. Bankruptcy Court for
the Northern District of Texas a list of its largest unsecured
creditors, disclosing:

   Creditor                    Nature of Claim     Claim Amount
   --------                    ---------------     ------------
   Salter Engineering &        Services              $14,560.00
   Surveying Inc.           
   624 Ubduaba/aveby
   Suite 302
   Wichita Falls, Texas
   73601-2530

   Schatz Consulting           Services              $13,000.00
   Engineers Inc.
   7423 Airport Freeway
   Fort Worth, Texas
   76118

   RTKL Associates Inc.        Services              $10,780.00
   P.O. Box 402336
   Atlanta, Ga.
   30384-2336

   KBR Fund LP                 Money Loaned          $10,000.00
   555 Bryant Street #122
   Palo Alto, Ca. 94301  

   Coombs Land Surveying Inc.  Services               $5,995.00
   P.O. Box 11370
   Fort Worth, Texas 76110

   Integrated Environmental    Services               $3,241.83
   Solutions
   1651 North Collins Blvd.
   Suite 170
   Richardson, Texas 65080

   Metzger Architecture        Services               $2,879.85
   5801 Fawn Run Drive
   Flower Mound, Texas
   75028

   Marshal Lancaster &         Services                 $324.75
   Associates
   1864 North Norwood Drive
   Suite E
   Hurst, Texas 76054
  
Based in Fort Worth, Texas, Southpointe Expansion LP filed for
Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08-
42534).  Christopher J. Moser, Esq., at Quilling, Selander,
Cummiskey & Lownds PC, represents the Debtor as counsel.


SOUTHPOINTE EXPANSION: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Southpointe Expansion LP filed with the U.S. Bankruptcy Court for
the Northern District of Texas their schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $15,300,000             
  B. Personal Property                 19,200                 
  C. Property Claimed as                         
     Exempt                                      
  D. Creditors Holding                           $
6,925,057                            
     Secured Claims                                       
  E. Creditors
Holding                                                                                             
     Unsecured Priority
     Claims                                               
  F. Creditors Holding                                60,781
     Unsecured Non-priority
     Claims                                               
                                  -----------    -----------
     TOTAL                        $15,319,200     $6,985,839

Based in Fort Worth, Texas, Southpointe Expansion LP filed for
Chapter 11 protection on June 2, 2008 (N.D. Tex. Case No. 08-
42534).  Christopher J. Moser, Esq., at Quilling, Selander,
Cummiskey & Lownds PC, represents the Debtor as counsel.


SOUTHWEST CHARTER: Section 341(a) Meeting Set for July 15
---------------------------------------------------------
The United States Trustee for Region 14 will convene a meeting of
Southwest Charter Lines Inc.'s creditors at 4:00 p.m., on July 15,
2008, at the U.S. Trustee Meeting Room, 230 N. First Avenue, Suite
102, Phoenix, Arizona.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

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

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- provides transportation services.  The  
company filed for Chapter 11 bankruptcy protection on May 29, 2008
(D. Ariz. Case No. 08-06252).  Michael T. Reynolds, Esq. and
Theodore P. Witthoft, Esq., at Collins, May, Potenza, Baran &
Gillespie, represent the Debtor as bankruptcy counsel.  When the
Debtor filed for Chapter 11 restructuring, it listed total assets
of $12,907,933 and total debts of $12,352,275.


SOUTHWEST CHARTER: Can Employ Collins May as General Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted
authority to Southwest Charter Lines Inc. to employ Collins, May,
Potenza, Baran & Gillespie, P.C. as its general counsel, nunc pro
tunc to bankruptcy filing.

As compensation for their services, Collins May's professionals
bill:

       Designation             Hourly Rate
       -----------             -----------
       Attorneys               $250 - $345
       Paralegals                 $165
       Legak Assistants            $60

Collins May has been paid a $12,000 retainer from a relative of an
officer of the Debtor.

To the best of the Debtor's knowledge, Collins May does not hold
or represent any interest adverse to the Debtor or its estate.

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- provides transportation services.  The  
company filed for Chapter 11 bankruptcy protection on May 29, 2008
(D. Ariz. Case No. 08-06252).  Michael T. Reynolds, Esq. and
Theodore P. Witthoft, Esq., at Collins, May, Potenza, Baran &
Gillespie, represent the Debtor as bankruptcy counsel.  When the
Debtor filed for Chapter 11 restructuring, it listed total assets
of $12,907,933 and total debts of $12,352,275.


SPECIALTY PROPERTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Specialty Property Development, Inc.
        dba P&E Plumbing
        2254 Trade Center Way
        Naples, FL 34109

Bankruptcy Case No.: 08-09079

Type of Business: The Debtor is a plumbing contractor.

Chapter 11 Petition Date: June 20, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Steven M. Berman, Esq.
                  E-mail: adavis@slk-law.com
                  Shumaker, Loop & Kendrick, LLP
                  101 E. Kennedy Blvd., Ste. 2800
                  Tampa, FL 33602
                  Tel: (813) 229-7600
                  Fax: (813) 229-1660
                  http://www.slk-law.com/home/default.aspx

Total Assets:  $136,963

Total Debts: $2,840,235

A copy of Specialty Property Development, Inc.'s petition is
available for free at:

      http://bankrupt.com/misc/flmb08-09079.pdf


STEINWAY MUSICAL: S&P Lifts 7% Notes Rating to B+ from  B
---------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
and revised its recovery ratings on Steinway Musical Instruments
Inc.'s (B+/Stable/--) senior unsecured debt.
     
S&P have raised the issue-level rating on the 7% notes due 2014 to
'B+', from 'B'.  S&P have revised the recovery rating on this debt
to '4', indicating that lenders can expect average (30%-50%)
recovery in the event of payment default, from '5'.
      
"The raised rating is based on our inclusion of the company's
assets in Steinway's recovery analysis under a discrete asset
valuation method," said Standard & Poor's credit analyst Patrick
Jeffrey.  "While we believe Steinway would be reorganized in the
event of a bankruptcy filing, we have valued the company's assets
on a discrete basis as we believe this methodology best captures
the overall value of the company."
     
The ratings on Waltham, Massachusetts-based Steinway Musical
Instruments Inc. are based on the company's high leverage, narrow
product offering, and the discretionary nature of spending on
musical instruments.  These factors are somewhat mitigated by
Steinway's well-established market position in both the concert
hall and institutional markets for musical instruments; its widely
recognized brand names, including Steinway & Sons, Bach, and
Selmer; and its geographic diversification.

Ratings List

Steinway Musical Instruments Inc.
Corporate Credit Rating         B+/Stable/--

Ratings Raised/Revised
                                 To          From
                                 --          ----
Steinway Musical Instruments Inc.
Senior Unsecured                B+          B
   Recovery Rating               4           5


STEVE & BARRY'S: To File Chapter 11 Bankruptcy Protection Today
----------------------------------------------------------------
Steve & Barry's is expected to file for Chapter 11 bankruptcy
protection today, July 9, 2008, The Wall Street Journal relates.

WSJ, citing people familiar with the matter, says that the company
is considering liquidating its assets due to its failure to raise
rescue financing in recent weeks.  

WSJ indicates that the company has also been in discussions with
Sears Holdings Corp., about a bail-out or partial sale.

According to WSJ, the filing would be devastating to mall owners
across the country.  WSJ says there is also a possibility that all
of the 275 stores will close, leaving thousands of its employees
jobless.  Some vendors have already stopped shipping to the
company in anticipation of a filing, WSJ points out.

Steve & Barry's main lender is the commercial-lending unit of
General Electric Co., the Journal states.  GE, the Journal
relates, is expected to be made whole in any reorganization,
though TA Associates, a private-equity firm that invested $320
million in 2006, faces far worse recovery prospects.

                    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.

As reported by The Troubled Company Reporter on July 1, 2008,
WSJ's Jeffrey McCracken and Peter Lattman reported that retailer
Steve & Barry's LLC was readying plans to shutter more than 100
outlets, and is contemplating a full liquidation if it fails to
secure emergency funding.


STEVE & BARRY'S: Retail Industry Experts Explain Company Downfall
-----------------------------------------------------------------
Three retail industry experts talked with Newsday staff writer
James Bernstein on Monday regarding the problems hounding Steve &
Barry's LLC:

   1. Howard Davidowitz, chairman of Davidowitz & Associates, a
      retail consulting and investment banking firm,

   2. Steven B. Greenberg, president of The Greenberg Group,
      real estate advisers to leading retailers,

   3. Barry Berman, a professor of marketing at Hofstra
      University in Uniondale, New York.

Mr. Bernstein says the experts believe the company's best course
of action is to close stores and file for Chapter 11.  Mr.
Davidowitz explained to Mr. Bernstein that persuading vendors to
provide new merchandise won't be easy.

Various reports say the company may have to close as many as 100
of its 270 stores and file for Chapter 11 bankruptcy protection.  
The Wall Street Journal has said the company may file for
bankruptcy early Wednesday.

The company has not responded to the reports, according to Mr.
Bernstein.

According to Mr. Bernstein, analysts believe Steve & Barry's may
have expanded too rapidly and worked on a business model that was
based on a shaky foundation.

Mr. Davidowitz pointed Mr. Bernstein to the company's large spaces
being leased by the company.  While the company may have received
inducements to sign up for the big spaces, like free rent for a
few months, eventually the rent bills came due, Mr. Davidowitz
explained.  Mr. Davidowitz also pointed to the company's licensing
agreements with high-profile personalities like Sarah Jessica
Parker of "Sex and the City," and basketball player Stephon
Marbury.

Mr. Davidowitz told Mr. Bernstein the endorsements may have
required the company to pay higher fees, offsetting any sales
booster, if any.

Mr. Greenberg said Steve & Barry's margins were probabily low.  
Mr. Greenberg said "[L]uxury retailers work off large margins. . .
But Steve & Barry's mantra seemed to be, 'You can get it here less
expensively.' They were overly excessive about that."

Mr. Berman agrees the poor economy also contributed to the
company's woes.  "[T]he economy is such that people seem to be
delaying purchases of even inexpensive clothing," Mr. Bernstein
quotes Mr. Berman as saying.

                   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.

According to the Troubled Company Reporter on July 1, 2008, The
Wall Street Journal's Jeffrey McCracken and Peter Lattman said
Steve & Barry's is readying plans to shutter more than 100
outlets, and is contemplating a full liquidation if it fails to
secure emergency funding.  Messrs. McCracken and Lattman, citing
people familiar with the situation, said Steve & Barry's is
looking for $40,000,000 in financing if it must file for
bankruptcy.

According to the Troubled Company Reporter on June 23, 2008, the
company has tapped Goldman Sachs Group Inc. to help seek out
financing.   The TCR said the company has been approaching a
number of financial institutions to obtain funding for its
operations for the rest of the year.  Without additional capital,
the company's fate will be determined by the commercial-lending
unit of General Electric Co., which provided roughly $200,000,000
in loans in March.  The company is in default on that loan.

Steve & Barry's could seek bankruptcy protection sometime in July,
the TCR related.

Messrs. McCracken and Lattman said Steve & Barry's has approached
other retailers like Wal-Mart Stores Inc., Gap Inc. and Sears
Holding Corp. owner Eddie Lampert for possible investment ties,
but those retailers have shown little interest.  Messrs. McCracken
and Lattman also said GE has also explored whether Steve & Barry's
could exist as solely a wholesaler on the strength of its brand
name.


STRUCTURED ASSET: S&P Puts Default Ratings on Three Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes from three U.S. prime jumbo residential mortgage-backed
securities transactions issued between 2004 and 2006.  S&P
downgraded three classes to 'D'.
     
S&P lowered its ratings on three classes to 'D' because the
affected classes suffered principal write-downs, and thus, S&P do
not expect them to receive their full principal balance.
     
Additionally, S&P downgraded class B-4 from Structured Asset
Mortgage Investments II Trust 2004-AR7 to 'CCC' from 'B'.  The
lowered rating reflects negative projected credit support due to
high delinquencies and adverse collateral performance.  Based on
the dollar amount of loans currently in the delinquency pipeline,
losses are projected to further reduce credit enhancement.
     
S&P will continue to monitor these transactions and adjust the
ratings on the remaining classes if the available credit support
is no longer sufficient to support the current ratings.

                          Ratings Lowered

           Structured Asset Mortgage Investments II Trust

                                              Rating
                                              ------
         Series              Class      To             From
         ------              -----      --             ----
         2004-AR7            B-4        CCC            B
         2004-AR7            B-5        D              CCC

           Structured Adjustable Rate Mortgage Loan Trust

                                             Rating
                                             ------
         Series              Class      To             From
         ------              -----      --             ----
         2005-21             B9-I       D              CC
         2006-7              B5-II      D              CC


SYNTAX-BRILLIAN: Files for Bankruptcy, Selling Vivitar for $60MM
----------------------------------------------------------------
Syntax-Brillian Corporation and two of its affiliates filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code before the United States Bankruptcy Court for the
District of Delaware.  

Bloomberg News, citing papers filed with the Court, says Syntax-
Brillian listed total assets of $175.7 million and debt of
$259.4 million.

The Chapter 11 filing includes all of the company's subsidiaries
except Vivitar, the company's brand of digital still and video
cameras.  The company is seeking court approval to sell Vivitar,
subject to higher and better offers, pursuant to Section 363(f) of
the Bankruptcy Code.  

             Asset Purchase Agreement with Olevia

The company has entered into an asset purchase agreement to sell
certain of its assets to Olevia International Group, LLC, which is
under common ownership with TCV Group.  A full-text copy of the
asset purchase agreement is available for free at:

              http://ResearchArchives.com/t/s?2f40

Under the terms of the transaction, Olevia International Group
will assume $60 million of Syntax-Brillian's secured debt in
exchange for the purchased assets.

Syntax–Brillian selected KPMG Corporate Finance LLC to advise on
the sale process.  The Company expects the sale to close by Aug.
31, 2008.

Dianna Heitz of SmallCapInvestor.com reports that Syntax-Brillian
traded at $0.06 on Tuesday, down $0.40 from Monday's close.  The
company's stock is down 85% since January 2008, she notes.

The company's stock will have no value under a proposed Chapter 11
reorganization plan, various sources report.

According to the company's regulatory filing with the Securities
and Exchange Commission, for the period quarter ended Sept. 30,
2007, the company listed total assets of $550 million and total
debts of $227 million resulting in a stockholders' equity of
$323 million.  On Feb. 12, 2008, the company reported that it
requires additional time to file its quarterly report for the
period ended Dec. 31, 2007.

                  DIP Financing Talks

The Company is in talks with certain lenders and Silver Point
Finance LLC, as administrative agent, collateral agent, and lead
arranger dated Oct. 26, 2007, as amended, to secure DIP financing,
which will provide the working capital and financial resources
necessary to fund the transition to new ownership.  In addition,
it is seeking, and expects to receive, approval for a variety of
first day motions, including requests to make wage and salary
payments, honor existing employee benefits, continue certain
customer programs and pay suppliers for goods and services
delivered after July 8, 2008.

On October 26, 2007, the company entered into a five-year credit
and guarantee agreement with Silver Point and several lenders
providing of up to $250 million in financing.  The loan bear
interest at the lesser of the Base Rate plus 5% or LIBOR plus 6%.  
The agreement is secured by a first priority blanket lien on
substantially all of the company's assets, including a pledge of
all the capital stock of each of its domestic subsidiaries and 65%
of all the capital stock of each of its first tier foreign
subsidiaries.

"Following a careful review of all of our alternatives, Syntax-
Brillian's management and Board of Directors unanimously
determined that a sale, expedited through the Chapter 11 process,
represents the best long-term solution for our retail partners,
suppliers, employees and consumers," said Gregory F. Rayburn,
Interim Chief Executive Officer at Syntax-Brillian.  "This process
will allow us to operate business as usual, even as we address
liquidity and leverage issues experienced in the past year. It
will allow us to honor our commitments to our retail partners,
suppliers, employees and consumers, continue to advance
initiatives that improve and develop our product lines, and better
position us to capitalize on the demand for our products going
forward."

"We believe the proposed transaction would enable us to stabilize
our business and execute on our growth prospects," Mr. Rayburn
continued.  "Moreover, we believe the purchaser would gain a
competitive advantage by being the first in the LCD TV industry to
unite design, sourcing, manufacturing and delivery of HDTV
products under common ownership."

The company intends to continue normal business operations at all
of its facilities, consistent with its obligations as a Chapter 11
debtor-in-possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code.

                   NASDAQ Delisting Expected

The Company says it received on July 1, 2008, a letter from the
Nasdaq Stock Market notifying the company that for the last 30
consecutive trading days its common stock has closed below the
minimum $1 per share requirement for continued inclusion under
marketplace rule 4450(a)(5).  Syntax-Brillian has been provided
180 calendar days, or until Dec. 29, 2008, to regain compliance.

Due to filing a voluntary petition for relief under chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court, the company does not intend to attempt to regain compliance
with this marketplace rule and expects that its common stock will
be delisted from the Nasdaq Global Market within the next 10 days.
The company expects that shares of its common stock will have no
value as a result of the reorganization and subsequent
transaction.

                  Management and Board Changes

The company disclosed the resignation of several directors.
Effective June 30, 2008, Vincent F. Sollitto, Jr, James Ching Hua
Li, Bruce Berkoff, David Chavoustie, Yasushi Chikagami, and Max
Fang, resigned as directors of the Company. Following these
resignations, Michael Garnreiter constitutes the sole member of
the Board of Directors.

Furthermore, on July 2, 2008, the Board of Directors terminated
James Ching Hua Li as President and Chief Executive Officer.
Gregory F. Rayburn remains Interim Chief Executive Officer of the
Company.

                     About Syntax-Brillian:

Headquartered in Tempe, Arizona, Syntax-Brillian Corporation
(Nasdaq:BRLC) -- www.syntaxbrillian.com -- manufactures and
markets LCD HDTVs, digital cameras, and consumer electronics
products include Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.


SYNTAX-BRILLIAN: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Syntax-Brillian Corp.
             1600 N. Desert Dr.
             Tempe, AZ 85281
             Tel: (602) 389-8888
             Fax: (602) 389-8997

Bankruptcy Case No.: 08-11407

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Syntax-Brillian SPE, Inc.                  08-11408
        Syntax Groups Corp.                        08-11409

Type of Business: The Debtors design, develop and distribute high-
                  definition televisions (HDTVs), liquid crystal
                  display (LCD) and liquid crystal on silicon
                  (LCoS) technologies.  They sell the LCD HDTVs,
                  as well as LCoS HDTVs through the Olevia brand
                  name.  See http://www.syntaxbrillian.com

Chapter 11 Petition Date: July 8, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Dennis A. Meloro, Esq.
                     Email: bankruptcydel@gtlaw.com
                  Victoria Watson Counihan, Esq.
                     Email: bankruptcydel@gtlaw.com
                  Greenberg Traurig
                  The Nemours Building
                  1007 North Orange St., Ste. 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Syntax-Brillian Corp's Financial Condition as of June 1, 2008:

Total Assets: $175,714,000

Total Debts:  $259,389,000

Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Westech Electronics Ltd.       supplier              $14,084,050
Attn: Elaine Wang
34 Kaki Bukit Crescent
Kaki Bukit
TechPark 416263 Singapore
Tel: 65-67486355
Fax: 65-67492848

Compal Electronics, Inc.       supplier              $7,637,440
Attn: Gary Lue
No. 581 Ruiguang Blvd.
Neihu, Taipei, 114
Taiwan
Tel: 886-2-8797-8599,
     16936 (ext.)
Fax: 886-2-2658-5001

ESPN, Inc.                     advertising &         $6,504,627
Attn: Scott Jenkins & David    marketing
Longo
13039 Collections Center Dr.
Chicago, IL 60693
Tel: (860) 766-2326
Fax: (860) 766-2426

Digimedia Technology Co., Ltd. supplier              $6,100,154
Attn: Tracy Tseng & Nico Lai
No. 100 Gungye, 2nd Road
Tainan Technology Industrial
Park
Tainan, Taiwan 70955
Tel: 886-6-384-0800
Fax: 886-6-384-0600

Solar Link Technologies, Inc.  supplier              $4,296,529
Attn: Johnny Tsai
4652 E. Brickel St.
Ontario, CN 91761
Tel: 909-230-4589
Fax: 909-230-4588

Pacific Global Technology,     supplier              $4,021,178
Ltd.
Attn: Jean MC, Accounting
Flat D. 24/F, Block 1,
Golden Dragon Industrial
Centre
152-160 Tai Lin Pai Road,
Kwai Chung, N.T., Hong Kong
Tel: 852-3106-8292
Fax: 852-3106-8693

Preferred Bank                 bank loan:            $4,000,000
Attn: Phanglin Lin             #204615
17515 Colima Rd.
City of Industry, CA 91748
Tel: (626) 935,1900,
     1608 (ext.)
Fax: (626) 935-1909

Zenith Electronics Corp.       royalty               $3,689,995
Attn: Richard Lewis
2000 Millbrook Dr.
Lincolnshire, IL 60069
Tel: (847) 941-8048
Fax: (847) 942-8200

TCV Industrial Co., Ltd.       supplier & stalking   $2,207,160
Attn: Michael Wu               bidder
No. 20 Ta You 1st
Ta Fa Industrial District,
Ta Liao Hsiang
Kao Hsiung Hsien, Taiwan
Tel: 886-7-787-4241
Fax: 886-7-787-2943

LA Live Properties, LLC        advertising &         $2,064,000
1100 South Flower St.,         marketing
Ste. 3200
Los Angeles, CA 90015
Tel: (213) 763-5447

TCV Technology Co., Ltd. (b)   supplier & stalking   $2,041,800
Attn: Michael Wu               bidder
No. 20 Ta You 1st
Ta Fa Industrial District,
Ta Liao Hsiang
Kao Hsiung Hsien, Taiwan
Tel: 886-7-787-4241
Fax: 886-7-787-2943

MPEG LA, LLC                   royalty               $1,845,632
Attn: Accounting
6312 S. Fiddlers Green Circle,
Ste. 440E
Greenwood Village, CO 80111
Tel: (303) 331-1880
Fax: (303) 331-1879

WesCal Electronics Pte. Ltd.   supplier              $1,711,035
Attn: May Lin
1F, No. 9, Ally 20, Ln. 135
Sec. 2, Minchaun East Road,
Taipei, Taiwan
Tel: 886-2-2501-4099,
     101 (ext.)
Fax: 886-2-2501-4088

ABC Radio Networks             advertising &         $958,800
Attn: Calvin, Accounting       marketing
P.O. Box 403975
Atlanta, GA 30384-3975
Tel: (972) 448-3311
Fax: (972) 448-3145

American Broadcasting Co.      advertising &         $876,138
Attn: Cynthia, Accounting      marketing
P.O. Box 10481
Newark, NJ 07193-0481
Tel: (212) 456-1088
Fax: (212) 456-1137

Thomson Licensing, LLC         royalty               $570,255
Attn: License Accountant
2 Independence Way
Princeton, NJ 08540
Tel: (609) 734-6853
Fax: (609) 734-6899

Ernst & Young, LLP             professional          $240,350
                               services

NVC Logistics Group, Inc.      freight, motion filed $194,156
                               to pay pre-petition
                               lien amount

Majestic Management Co.-       lease for two         $174,368
Fairway Buildings              facilities at monthly
                               rent of $51,307 &
                               $123,061

South Bay Freight System       freight, motion filed $141,601
                               to pay pre-petition
                               lien amount

Oracle Corp.                   software expense      $122,788

Cole Sales, Inc.               commissions           $121,979

ACM Arizona Commercial         "catch-up" common     $115,224
Property Management, LLC       area fees of $56,663
                               and rent for $58,561

Pauley Peterson & Erickson     consulting fees       $110,000

Dolby Laboratories, Inc.       royalty               $99,721

Silver & Freedman              legal                 $95,000

Semiconductor Manufacturing    supplier              $83,380
International (Shanghai) Corp.

Silicon Valley Expert Witness  consulting fees       $75,560
Group, Inc.

Rapid Prototypes, Inc.         consulting fees       $71,160

B.E. Logistics, Inc.           freight, motion filed $59,383
                               to pay pre-petition
                               lien amount

ThomasLloyd Capital, LLP       banking fees          $58,133

AFN, LLC                       freight, motion filed $56,400
                               to pay pre-petition
                               lien amount

KPMG                           consulting fees       $52,751

Willis of Arizona              insurance broker      $47,660

Ajilon Professional Staffing,  temporary labor       $46,985
LLC

Neyensch Printers              printer               $45,416

Apex Maritime Co. (Lax), Inc.  freight, motion filed $42,525
                               to pay pre-petition
                               lien amount

Grunfield Desiderio, LLP       legal                 $42,000

Tanner De Witt                 legal                 $40,544

DotFushion                     advertising &         $40,125
                               marketing


THATCHER LAMASTUS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Thatcher William Lamastus
        C-1 Tivoli Street
        Urb. Paseo de la Fuente
        San Juan, PR 00926

Bankruptcy Case No.: 08-04386

Chapter 11 Petition Date: July 7, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  (cacuprill@aol.com)
                  Charles Alfred Cuprill, P.S.C. Law Office
                  356 Calle Fortaleza, 2nd Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515

Estimated Assets: $1,000,000 to $100,000,000

Estimated Debts:  $1,000,000 to $100,000,000

Debtor's list of its six largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Banco Popular de Puerto Rico                           $5,950,000
Popular Mortgage
P.O. Box 363534
San Juan, PR 00936-3534

                                   Second Mortgage     $1,000,000
                                                         Secured:
                                                       $1,544,000
                                                       Unsecured:
                                                         $456,000

Firstbank De Puerto Rico           Credit Line            $24,000
P.O. Box 9146
San Juan, PR 00908-0146

Citi Card - Visa                   Credit Card Charges     $8,585
P.O. Box 6000
The Lakes, NY 89163

R&G Premier Bank - Visa                                    $2,430

American Express                   Credit Card Charges     $2,489

Visa - FIA Card Services           Credit Card Charges       $610


TIERS TRUST: Moody's Junks Rating of Floating Rate Certs. to Caa1
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of these
certificates issued by TIERS Floating Rate Credit Linked Trust,
Series 2005-12:

Class Description: $7,500,000 TIERS Floating Rate Credit Linked
Trust Certificates, Series 2005-12

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying reference
portfolio, which consists primarily of corporate securities.


TIERS FLORIDA: Moody's Cuts Rating of Floating Rate Certs. to Ba3
-----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of these
certificates issued by TIERS Florida Floating Rate Credit Linked
Trust, Series 2005-15:

Class Description: $15,000,000 TIERS Florida Floating Rate Credit
Linked Trust Certificates, Series 2005-15

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying reference
portfolio, which consists primarily of corporate securities.


TIERS GEORGIA: Moody's Cuts Rating of Floating Rate Certs. to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded its rating of these
certificates issued by TIERS Georgia Floating Rate Credit Linked
Trust, Series 2006-1:

Class Description: $20,000,000 TIERS Georgia Floating Rate Credit
Linked Trust Certificates, Series 2006-1

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1

Moody's explained that the rating action reflects deterioration in
the credit quality of the transaction's underlying reference
portfolio, which consists primarily of corporate securities.


TORRENT ENERGY: Files Chapter 11 Plan of Reorganization
-------------------------------------------------------
Torrent Energy Corporation and its debtor-affiliates delivered
to the U.S. Bankruptcy Court for the District of Oregon their
Chapter 11 plan of reorganization and accompanying disclosure
statement.

                           Plan Summary

The Debtors' Plan provides for the reorganization of each of the
three Debtors and the payment in full of each allowed claim
against the Debtors.  The treatment of the two impaired classes of
interests -- Class 3: Series E Preferred Interests and Class 4:
Common Shareholder Interests -- will depend on the outcome of the
companies' rights offering, pursuant to which holders of the
Debtors' common shares will have the opportunity to purchase
shares in reorganized Torrent Energy if certain conditions are
met.

According to the Plan, debtor-in-possession lenders will receive
the Senior Secured Convertible Debt of reorganized Torrent Energy
in the amount equal to the DIP Lender claim.  Allowed
administrative claimants and holders of priority tax claims will
also receive cash equal to the unpaid portion of their claims.

Allowed priority claims and unsecured claims will be paid in full.

Other equity interests will be cancelled, while the Debtors will
revest and hold on to their subsidiary interests.

A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at:

              http://researcharchives.com/t/s?2f32

                         Rights Offering

If certain conditions are met, common shareholders will have the
right, but not the obligation, to acquire reorganized Torrent
Energy common shares.  The Rights Offering will occur and will be
completed on or prior to the effective date of the Plan if the
offering conditions are satisfied:

   i) the Common Shareholders consent to the conversion of the
      Series E Preferred Interest into Senior Secured Convertible
      Debt;

  ii) the Common Shareholders participate in the Rights Offering
      to an extent that the gross proceeds to Debtors is equal
      to or greater than the Rights Offering Threshold; and

iii) the Court makes a final determination that Section 1145 of
      the U.S. Bankruptcy Code applies with respect to the Rights
      Offering, including the offer, sale, issuance, distribution,
      resale and transfer of the Reorganized Torrent Energy Common
      Shares, and that any such activity done with the Common
      Shares will be exempt from registration under the Securities
      Act of 1933.

The Rights Offering Threshold will be equal to $2,000,000, or such
lesser amount as determined by the DIP Lender in its sole
discretion.

                        About Torrent Energy

Based in Portland, Oregon, Torrent Energy Corporation fka iRV Inc.
-- http://www.torrentenergy.com/-- engages in natural gas  
exploration. The company and two of its affiliates, Methane
Energy Corp. and Cascadia Energy Corp., filed for Chapter 11
protection on June 2, 2008 (Bankr. D. Ore. Lead Case No. 08-
32638). Jeanette L. Thomas, Esq. at Perkins Coie LLP, represents
the Debtors in their restructuring efforts.

The Debtors' consolidated balance sheets listed total assets of
$35,955,866 and total debts of $23,073,091 for the quarterly
period ended Dec. 31, 2007.

The Court already gave interim authority to the Debtors to obtain
up to $1.34 million in debtor-in-possession financing from YA
Global Investment LP, as lender.  A hearing is set for July 9,
2008, to consider final approval of the Debtors' DIP request.


TRIBUNE CO: Chicago Tribune to Cut Newsroom Jobs, Reduce Pages
--------------------------------------------------------------
The Chicago Tribune disclosed that it will be eliminating around
80 of its current 578 newsroom positions next month, and reducing
the number of pages it publishes by 13 to 14 percent each week.

"Like many newspapers, we're feeling financial pressures," Hanke
Gratteau, the Chicago Tribune's managing editor for news, said.

The newspaper said it already informed its staff about the plan on
Tuesday.  The reduction will cut the actual number of newsroom
staff to between 55 and 58 by the end of August.  Not all the
vacant newsroom jobs are currently filled.

Chicago Tribune will also be cutting a yet undetermined number of
jobs in other departments -- its fourth job reduction since late
2005, when its newsroom held around 670 positions.  Associated
Press, citing a person familiar with the recent decision, reported
that the goal in the latest round of cuts is to trim $8.8 million
in salary and benefits.  

Randy Michaels, chief operating officer of Chicago Tribune parent
Tribune Co. already warned lenders last month about a company-wide
staff and newspaper pages reduction due to a severe drop in
publishing revenue this year.  The target date is mid-September
this year.

Chicago Tribune said its move goes with industry-wide trends,
which resulted from online advertising revenue growth being unable
to offset print advertising declines.  The Los Angeles Times, The
Sun in Baltimore and the Hartford Courant had announced similar
decisions.

As reported by the Troubled Company Reporter on July 4, 2008, the
Tribune Co.-owned Los Angeles Times intends to cut around 250
jobs, including 17% of its news staff, and cut back on its
published pages by 15%, to reign in rising costs.

In a memo distributed by L.A. Times editor Russ Stanton, the
paper said 150 editors will be laid off out of a total of 840 news
staff.  The Times nearly had 1,200 editors in 2000, Reuters notes.

In addition, some 100 jobs from the paper's other divisions will
be cut, The Wall Street Journal cites L.A. Times publisher David
Hiller.  Most of these jobs in the business departments are
already gone, while editorial positions will be eliminated on
Labor Day.

                 About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating                 
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRIBUNE CO: Inks $300MM Receivables Loan Agreement with Barclays
----------------------------------------------------------------
Tribune Company has signed a $300,000,000 asset-backed commercial
paper facility with Barclays Bank PLC.  The facility allows
Tribune to raise cash proceeds through the company's outstanding
trade receivables.  Initially, Tribune borrowed $225,000,000 under
this facility; net proceeds were used to repay the company's term
loan X.

Tribune also entered into a $300,000,000 trade receivables
securitization facility with Tribune Receivables, LLC, a wholly
owned bankruptcy-remote special purpose subsidiary of Tribune.  
Pursuant to a receivables purchase agreement, dated as of July 1,
2008, among Tribune, the Receivables Subsidiary and certain other
subsidiaries of Tribune, the Operating Subsidiaries will sell
certain trade receivables and related assets to Tribune on a daily
basis.  Tribune, in turn, will sell the Receivables -- including
Receivables purchased from the Operating Subsidiaries -- to the
Receivables Subsidiary, also on a daily basis.

A full-text copy of the Receivables Purchase Agreement is
available at no charge at:

     http://ResearchArchives.com/t/s?2f42

Receivables transferred to the Receivables Subsidiary will be
assets of the Receivables Subsidiary and not of Tribune or any of
the Operating Subsidiaries, and accordingly will not be available
to Tribune creditors or any of the Operating Subsidiaries.

The Barclays agreement is memorialized by a receivables loan
agreement, dated July 1, 2008, among Tribune, as servicer; the
Receivables Subsidiary, as borrower; certain entities from time to
time parties thereto as conduit lenders and committed lenders;
certain financial institutions from time to time parties thereto
as funding agents; and Barclays, as administrative agent.  
Pursuant to the Receivables Loan Agreement, the Lenders will, from
time to time, make advances of up to $300,000,000 in the aggregate
to the Receivables Subsidiary.  The advances will be secured by,
and repaid through collections on, the Receivables owned by the
Receivables Subsidiary.  Tribune -- directly and indirectly
through the Operating Subsidiaries -- will service the
Receivables, and the Receivables Subsidiary will pay a fee to
Tribune Company for the services.

A full-text copy of the Receivables Loan Agreement is available at
no charge at:

     http://ResearchArchives.com/t/s?2f43

Advances under the Receivables Loan Agreement that are funded
through commercial paper issued by the Lenders will accrue
interest based on the applicable commercial paper interest rate or
discount rate, plus a margin.  All other advances will accrue
interest at (i) LIBOR, (ii) the prime rate or (iii) the federal
funds rate, in each case plus an applicable margin.  The
Receivables Loan Agreement includes customary early amortization
events and events of default for facilities of this nature.  The
Receivables Subsidiary is required to repay the advances in full
by no later than July 1, 2010.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in going private -- an $8,200,000,000 transaction
engineered by Sam Zell, who became the company's chairman and
chief executive.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through the Barclays facility.  
Mr. Rosenthal says the planned sale of the Chicago Cubs and
Wrigley Field is expected to help cover 2009 obligation.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRIBUNE CO: Explores Options for Tower and Times Mirror Square
--------------------------------------------------------------
Tribune Company is exploring strategic options for maximizing the
value of Tribune Tower, located in downtown Chicago, in Illinois,
and Times Mirror Square, located in downtown Los Angeles, in
California.  The company has issued requests for proposals to
several of the country's leading real estate firms.

Tribune is seeking assistance in identifying various structures,
development opportunities, and occupancy strategies for both
properties.  The company intends to maintain an ongoing ownership
position in the Tower and in Times Mirror Square.

"Both Tribune Tower and Times Mirror Square are iconic structures,
deeply intertwined with the history of this company," said Tribune
Chairman and Chief Executive Officer Sam Zell in an e-mail to
employees.  "But they are also under-utilized, and as employee-
owners, it's in our best interests to maximize the value of all
our assets."

Tribune Tower is 40 stories tall and has 940,000 square feet of
usable space.  The property also includes an adjacent parcel of
land, approximately one acre in size, currently being used as a
surface parking lot.

Times Mirror Square is a complex of five buildings with 750,000
square feet of usable space, located on one city block.  The
property also includes an adjacent parcel of vacant land,
approximately two acres in size and a parking garage.

Chicago Tribune reports that parent Tribune Co. is also seeking to
sell its stake in the Chicago Cubs and Wrigley Field.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in going private -- an $8,200,000,000 transaction
engineered by Sam Zell, who became the company's chairman and
chief executive.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through a $300,000,000 asset-
backed commercial paper facility with Barclays Bank PLC.  Mr.
Rosenthal says the planned sale of the Chicago Cubs and Wrigley
Field is expected to help cover 2009 obligation.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRIBUNE CO: Sells Stake in ShopLocal to Gannett for $22,000,000
---------------------------------------------------------------
Gannett Co., Inc., acquired, in separate transactions, the
ownership stakes of partners Tribune Company and The McClatchy
Company in ShopLocal LLC, the top marketing and database services
company for most major retailers in the USA.

Tribune owned 42.5% of ShopLocal and McClatchy owned 15%.

Chicago Tribune media columnist Phil Rosenthal says Tribune will
sell its stake in ShopLocal to Gannett for around $22,000,000.

ShopLocal will work in conjunction with PointRoll, also owned by
Gannett, to create ads that dynamically connect retail advertisers
and consumers, online and in the store. PointRoll is the Web's
leading rich media company.

"Only Gannett can combine the tools and innovation of ShopLocal
with the marketing and creative acumen of PointRoll. This unique
synergy will allow us to supercharge our ad services business and
deliver more value to our customers," said Jack Williams,
president of Gannett Digital Ventures. "The end result will be a
deeper, richer customer database, marketing and sales strategies
that connect with advertisers' needs and access to broader ad
networks. This is a strategic win for everyone involved."

Said Chris Saridakis, senior vice president and chief digital
officer for Gannett: "ShopLocal and PointRoll have always been
focused on innovation, client service and loyal customers.
Together, they can drive those skills to new heights, develop
great products, broaden their distribution and better serve their
customers."

Tribune, McClatchy and Gannet remain partners with Gannett in a
number of ventures, including CareerBuilder, Classified Ventures
and Topix.net. Tribune and Gannett also jointly own Metromix, a
national network of local entertainment Web sites, and are
partners in quadrantOne, an online advertising venture.

                         About ShopLocal

ShopLocal, the leader in multi-channel shopping and advertising
services, offers a complete suite of innovative solutions that
connect advertisers and consumers -- online and in-store.
ShopLocal's industry-leading SmartProduct business solutions
(SmartCircular, SmartMedia, SmartDelivery and SmartCatalog) enable
more than 100 of the nation's top retailers, including Target,
Best Buy, Home Depot, CVS, Albertsons and Sears, to deliver highly
interactive, targeted and localized promotions to shoppers via the
Internet, mobile phones and any other digital environment.

                         About PointRoll

PointRoll offers a solution to the limited performance of standard
banner ads by effectively bringing a mini Web site to the user
without requiring a click. PointRoll's superior rich media
technology and service enable advertisers to connect with
consumers by creating an interactive online environment that
generates conversion. With interactive features such as streaming
video, polling, instant e-mail, data collection and more,
marketers can easily create and deliver ads that build brand
awareness and drive sales. The result: great creative controlled
by the user and improved ad effectiveness-without the negative
experience associated with intrusive technologies. Additionally,
PointRoll delivers comprehensive, real-time reporting that
definitively illustrates return on investment.

                           About Gannett

Gannett Co., Inc. (NYSE:GCI) -- http://www.gannett.com/-- is a  
leading international news and information company that publishes
85 daily newspapers in the USA, including USA TODAY, the nation's
largest-selling daily newspaper.  The company also owns nearly 900
non-daily publications in the USA and USA WEEKEND, a weekly
newspaper magazine.  Gannett subsidiary Newsquest is the United
Kingdom's second-largest regional newspaper company.  Newsquest
publishes nearly 300 titles, including 17 daily newspapers, and a
network of prize-winning Web sites.  Gannett also operates 23
television stations in the United States and is an Internet leader
with sites sponsored by its TV stations and newspapers including
USATODAY.com, one of the most popular news sites on the Web.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating  
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Tribune, like other newspaper outlets, is suffering a decline in
publishing revenues due to online competition.  Chicago Tribune
media columnist Phil Rosenthal says the newspaper industry
troubles are compounded at Tribune by the debt load Tribune took
on late 2007 in going private -- an $8,200,000,000 transaction
engineered by Sam Zell, who became the company's chairman and
chief executive.

Mr. Rosenthal says Tribue has major payment obligations due in
2008 and 2009.  Mr. Zell, according to Mr. Rosenthal, has said the
2008 obligations should be covered through Cablevision Systems
Corp.'s $650,000,000 deal to acquire control of Newsday, Tribune's
paper in Long Island, as well as through a $300,000,000 asset-
backed commercial paper facility with Barclays Bank PLC.  Mr.
Rosenthal says the planned sale of the Chicago Cubs and Wrigley
Field is expected to help cover 2009 obligation.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


UTSTARCOM INC: Completes $240MM PCD Sale to AIG Vantage Affiliate
-----------------------------------------------------------------
UTStarcom Inc. completed the divestiture of its Personal
Communications Division on July 1, 2008.  The proceeds of
approximately $240 million, based on the working capital levels on
June 30, 2008, are subject to certain adjustments.  

On July 1, UTStarcom reached an agreement to sell its Personal
Communications Division to a formed entity controlled by AIG
Vantage Capital, a part of AIG Investments.  The transaction has
been unanimously approved by UTStarcom's board of directors.

The company stated that the divestiture of PCD is consistent with
UTStarcom's strategic focus disclosed in late 2007, which is aimed
at maximizing UTStarcom's opportunities in its core IP-based
product offerings in growing economies around the world.

The PCD business, which distributes handsets and related
accessories in North America, was identified as a divestiture
opportunity at that time.  This transaction, combined with the
divestiture of the Mobile Solutions Business Unit, will complete
two milestones in simplifying the operations of UTStarcom.

Subsequent to the transaction, the privately held company will be
called Personal Communications Devices LLC and will be led by
PCD's management team who will be part-owners of the company with
AIG Vantage Capital and other investors.

The Handset business unit of UTStarcom will continue to design and
provide devices to be sold in the Americas through Personal
Communications Devices LLC as part of a supply agreement.
UTStarcom will also sell devices directly to carriers in other
areas of the world.

According to the agreement, UTStarcom could also receive up to
$50 million based on a three-year earn out provision.

Merrill Lynch & Co. acted as financial advisor to UTStarcom.

                     About AIG Vantage Capital

AIG Vantage Capital is the investment arm of AIG Investments --
http://www.aiginvestments.com/-- fka AIG Global Investment  
Investment Group or AIGGIG which manages customized portfolios of
equities, fixed-income securities, hedge funds, private equity,
and real estate for pension funds, foundations, and financial
institutions.

                      About UTStarcom Inc.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end    
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.  
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.

                    Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom 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
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.  

On March 3, 2008, the company repaid the convertible subordinated
notes of $289.5 million which included a principal payment of
$274.6 million and the accrued interest of $14.9 million.

The company reported an operating loss of $30.9 million for the
quarter ended March 31, 2008.  


VISTEON CORP: Completes Sale of Swansea, UK Biz to Linamar Corp.
----------------------------------------------------------------
Visteon Corporation completed the sale of its Swansea, United
Kingdom, operation to Linamar Corporation.  

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Visteon signed a non-binding Memorandum of Understanding outlining
the understanding and status of discussions regarding the sale of
its Swansea, United Kingdom operation to Linamar Corporation.

TCR said that the sale, which supported Visteon's three-year
improvement plan, was subject to due diligence, certain third
party agreements, definitive documentation, anti-trust clearance
and corporate approvals.
    
The Swansea sale represents a significant milestone in Visteon's
effort to address non-core facilities and improve its financial
performance in connection with its three-year improvement plan.

"We are making solid progress in addressing the financial
performance of our UK operations and this is an important step in
that process," Donald J. Stebbins, Visteon president and chief
executive officer, said.  "This sale is the result of significant
efforts to find a viable alternative for the chassis operations at
the Swansea plant, which are not aligned with Visteon's core
product groups."

The Swansea operation, Visteon's largest operation in the UK,
generated negative gross margin of approximately $40 million on
sales of approximately $80 million during 2007.  The company
transferred certain Swansea-related assets to a newly created and
entity whose shares were acquired by Linamar for nominal cash
consideration.

Visteon expects to record losses approximating $50 million in
connection with this transaction, of which approximately
$15 million is expected to be reimbursed from the restructuring
escrow account.

In addition to the sale of Swansea, in the second quarter of 2008
Visteon also completed the planned closure of two non-core fuel
tank facilities in Germany and ceased production at its operation
in Bedford, Indiana, USA.  These actions bring the number of
completed actions to 23 of 30 identified restructuring actions
under Visteon's improvement plan.  

Furthermore, Visteon has disclosed its intention to close its fuel
tank facility in Missouri early in the third quarter of 2008,
after which only six restructuring actions will remain.

Visteon continues to take additional actions to improve its cost
structure.  In June, the intended to close its interiors facility
in Durant, Mississippi, USA and consolidate production into other
existing facilities.  The company has also taken steps to address
its capital structure and reduce its near term debt maturities.

In June, Visteon repurchased $344 million in aggregate principal
amount of its senior notes due in 2010 and issued $206 million in
aggregated principal amount of new senior notes due in 2016.

"Our significant restructuring efforts have resulted in
fundamental improvements in our global operations as we continue
to focus on our core products," Mr. Stebbins said.  "We have been
focused on implementing our restructuring actions on schedule and
accelerating our plan wherever possible."  

"Although the automotive industry is facing very difficult times
in North America, this region represents less than 30 percent of
Visteon's total sales," Mr. Stebbins added.  "Production decreases
by North American automakers are being largely offset by growth in
other regions of the world, particularly in Asia.  Our
diversification by customer and geography, coupled with our
improvement actions, has allowed Visteon to continue to improve
its financial performance during the first half of 2008, despite
the difficult North American market.  This improved financial
performance will be discussed during Visteon's conference call
announcing our second quarter
results."

                  About Linamar Corporation
  
Headquartered in Guelph, Ontario, Linamar Corporation (TSE:LNR) --
http://www.linamar.com/-- designs, develops and manufactures   
precision-machined components, modules and systems for engine,
transmission, chassis and industrial markets.  It has 36
manufacturing locations, research and development centers and
sales offices in Canada, United States, Mexico, Germany, Hungary
and Japan, Korea and China.  The company is organized into six
groups: Engine, Transmission, Chassis, Europe, Asia-Pacific and
Industrial.  

                   About Visteon Corporation

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier    
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company also has corporate offices
in Shanghai, China; and Kerpen, Germany; the company has
facilities in 26 countries and employs approximately 40,000
people.

Visteon Corporation's balance sheet at March 31, 2008, showed
total assets of $7.2 billion and total liabilities of $7.3 billion
resulting in a total shareholders' deficit of about $136 million.

                           *     *     *

Fitch Ratings has affirmed Visteon Corporation's ratings as: (i)
issuer default rating (IDR) at 'CCC'; (ii) senior secured bank
facilities at 'B/RR1'; and (iii) unsecured notes at 'CC/RR6'.
Fitch has also assigned a rating of 'CC/RR6' to Visteon's new
12.25% senior unsecured notes being issued as part of the
company's debt exchange offer. The ratings cover approximately
$2.8 billion in debt.  The rating outlook is negative.


WATERFRONT INVESTMENTS: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Waterfront Investments LLC
        dba Waterfront Lodge
        2738 N. 48th Rd.
        Sandwich, Il 60548

Bankruptcy Case No.: 08-17384

Chapter 11 Petition Date: July 7, 2008

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Michael J Davis, Esq.
                  Email: mdavis@springerbrown.com
                  Springer, Brown, Covey, Gaertner, & Davis
                  400 S. County Farm Rd., Ste. 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000 Ext. 29
                  Fax: (630) 510-0004
                  http://www.springerbrown.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of Waterfront Investments LLC's list of 20 largest
unsecured creditors is available for free at:

      http://bankrupt.com/misc/ilnb08-17384.pdf


WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal
--------------------------------------------------------------
OAO Severstal completed its acquisition of WCI Steel Inc.  WCI
Steel will be known as Severstal Warren Inc.  Severstal acquired
all of the outstanding equity of WCI for a total cash
consideration of $140 million.

As reported in the Troubled Company Reporter on May 21, 2008,
OAO Severstal bought WCI Steel.  The deal was approved by the
United Steel Workers union and Severstal's shareholders.

Seversal stated that WCI's total annual steel-making capacity of
1.22 million metric tons is focused on high-quality, custom flat-
rolled steel for use in demanding applications.  Together with
Severstal's US operations, WCI will solidify the company's
position as one of North America's producers of quality flat-
rolled steel for the automotive, appliance, furniture,
construction and energy markets.

Citi and Raymond James acted as financial advisors and Skadden
Arps Slate Meagher & Flom LLP acted as legal counsel to Severstal.

"Steel production in Warren has long contributed high-quality
products to a region that is at the historical center of
steelmaking in the US. Severstal is ready to carry that tradition
forward in a way that is consistent with our strategy for growth
and investment in North America; a strategy that views the
experience and talent of the people at WCI Steel as a key part of
Severstal's continued success," Gregory Mason, CEO of Severstal
International and COO of OAO Severstal, commented.

In connection with the acquisition, WCI has called for redemption
all of the $100 million aggregate principal amount outstanding of
its 8% Senior Secured Notes due 2016 (CUSIP No. 92927H AA 7).  On
July 7, 2008, a copy of the irrevocable notice of redemption was
mailed to record holders of the Notes by Wilmington Trust
Company, Rodney Square North, 1100 Market Street, Wilmington, DE
19890, the trustee under the indenture governing the Notes.  The
Notes will be redeemed on Aug. 6, 2008.

                        About Severstal

Headquartered in Cherepovets, Russia, OAO Severstal --
http://www.severstal.com/-- is the country's largest steel
producer, with steel production of 17.1 million tons in 2005.
The Company owns Severstal North America, the fifth largest
integrated steel maker in the U.S. with 2005 production of 2.7
million tons, and Lucchini, Italy's second largest steel group
with 2005 production of 3.5 million tons.  Severstal is one of
the world's lowest cost and most profitable steel producers,
with 2005 EBITDA per ton of around EUR150 per ton.

                        About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from Chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

Moody's Investors Service placed WCI Steel Inc.'s senior secured
debt rating at 'Ca' in May 2003.  The ratings still hold to date
with a negative outlook.


WEST GALENA: Wants to Employ Honigman Miller as Bankruptcy Counsel
------------------------------------------------------------------
West Galena Real Estate LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan for
authority to employ Honigman Miller Schwartz and Cohn LLP as their
general bankruptcy counsel.

As the Debtor's counsel, Honigman Miller will advise the Debtors,
among other things, with respect to their powers as debtors and
debtors inpossession in the continued management and operation of
their business and properties.

As compensation for their services, Honigman Miller's
professionals bill:

        Professional           Hourly Rate
        ------------           -----------
        Patrick Duerr, Esq.       $510
        Judy B. Calton, Esq.      $475
        Seth A. Drucker, Esq.     $240
        Anna Iannelli-Moses       $165

Daniel Honigman has provided a retainer to Honigman Miller of
$100,000.  Daniel Honigman was married to, and later divorced
from, Aaron Honigman's mother.  Aaron Honigman is the sole equity
holder of each of the Debtors.

Patrick T. Duerr, Esq., a partner at Honigman Miller, assures the
Court that the firm does not represent or hold any interest
adverse to the Debtors or their estates, and that the firm is a
disinterested person with respect to the estates of the Debtors.
         
Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the Debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for Chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048).  Judy B.
Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents
the Debtors.  When West Galena Real Estate LLC filed its
schedules, it listed total assets of $75,200,000 and total
liabilities of $71,452,100.


WEST GALENA: May Employ Davis Graham as Special Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted West Galena Real Estate llC and its debtor-affiliates
permission to employ Davis Graham & Stubbs LLP as their special
counsel.

Davis Graham provided legal services and counsel to the Debtors  
pre-petition, including counseling the Debtors with respect to
their Courcheval Cndominium and Redwood Resort developments.  
Davis Grajham has represented Debtors in the foreclosure
proceedings brought by NAREP II US REIT Assets Holdings, LLC, et
al., and the Counterclaims and Third Party Complaint for Damages
and Injunctive Relief and Jury Demand against the Plaintiffs and
others in the foreclosure proceedings.

The Debtors' intention is to have Davis Graham remove the pending
litigation to the District of Colorado and seek to transfer venue
of the pending litigation to this Bankruptcy Court.  When this
happens, the Debtors' general bankruptcy counsel, Honigman Miller
Schwartz and Cohn LLP would represent the Debtors in the
litigation.

In addition, Davis Graham will assist the Debtors and Honigman
Miller Schwartz and Cohn LLP with matters arising in the State and
Federal Courts of Colorado, and with the prosecution of the
Debtors' potential lender liability claims, and deposing potential
witnesses located in Colorado.

Davis Graham holds a $5,000 prepetition retainer and has
approximately $75,000 in outstanding prepetition legal fees, both
billed and unbilled.

As compensation for their services, Davis Graham's professionals
bill:

     Professional             Title       Hourly Rate
     ------------             -----       -----------
     Thomas C. Bell, Esq.     Partner        $375       
     Barbara Mueller, Esq.    Partner        $365
     Catherine Hance, Esq.    Partner        $350
     Michelle Meyer, Esq.     Associate      $210    

Thomas C. Bell, Esq., a partner at Davis Graham, assures the Court
that the firm does not represent or hold any interest adverse to
the Debtors or their estates, and that the firm is a disinterested
person with respect to the estates of the Debtors.

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the Debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for Chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048).  Judy B.
Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents
the Debtors.  When West Galena Real Estate LLC filed its
schedules, it listed total assets of $75,200,000 and total
liabilities of $71,452,100.


WEST GALENA: May Employ O'Keefe & Associates as Financial Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted West Galena Real Estate LLC and its debtor-affiliates
permission to employ O'Keefe & Associates Consulting LLC as their
financial advisors.

As the Debtors' financial advisors, O'Keefe & Associates will
mainly assist in negotiations related to existing lenders and
investors.

Patrick M. O'Keefe, the managing director of O'Keefe & Associates
Consulting, LLC, assures the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the bankruptcy code.

As compensation for their services, O'Keefe & Associates'
professionals bill:

                          Hourly Rate
                          -----------
     Managing Partner         $380
     Directos              $250-$300
     Associates            $170-$240
     Paraprofessionals         $80

O'Keefe received a $20,000 prepetition retainer from Daniel
Honigman on April 30, 2008.  O'Keefe was compensated and paid in
full for all prepetition services it provided to the Debtors by
Daniel Honigman and Aaron Honigman.  Daniel Honigman was married
to, and later divorced from, Aaron Honigman's mother.  Aaron
Honigman is the sole equity holder of each of the Debtors.

West Galena Real Estate and West Galena Holdings agreed to
indemnify O'Keefe & Associates against all claims arising as a
result of its financial advisory services agreement with the firm,
except that West Galena will not indemnify the firm from losses
arising out of the firm's negligence or intentional wrongful acts
or omissions.  

Based in Park City, Utah, West Galena Real Estate, LLC and
affiliates West Galena Holdings, LLC and Lot 129, LLC are real
estate developers.  Their project involves the development of
hotel and condominium units on prime lots near the Telluride,
Colorado ski and golf resorts.  Each of the Debtors is responsible
for the development of a discrete portion of the overall project.  

The company and its affiliates filed for Chapter 11 protection on
May 10, 2008 (Bankr. E.D. Mich. Lead Case No. 08-54048).  Judy B.
Calton, Esq. at Honigman Miller Schwartz & Cohn, LLP represents
the Debtors.  When West Galena Real Estate LLC filed its
schedules, it listed total assets of $75,200,000 and total
liabilities of $71,452,100.


WCI STEEL: Completes $140 Million Sale Deal with OAO Severstal
--------------------------------------------------------------
OAO Severstal completed a deal to acquire all of the outstanding
equity of WCI Steel Inc. for a total cash consideration of $140
million.  WCI Steel will now be known as Severstal Warren Inc.  

As reported in the Troubled Company Reporter on May 21, 2008, the
deal was approved by the United Steel Workers union and
Severstal's shareholders.

TCR said that on June 27, 2008, Severstal also entered into a
definitive merger agreement to acquire Esmark Incorporated's
common shares for $19.25 per share in cash or $775 million.  The
offer, which was boosted by 13%, topped a $19-a-share bid from
India's Essar Steel Holdings Ltd.

Seversal stated that WCI's total annual steel-making capacity of
1.22 million metric tons is focused on high-quality, custom flat-
rolled steel for use in demanding applications.  Together with
Severstal's US operations, WCI will solidify the company's
position as one of North America's producers of quality flat-
rolled steel for the automotive, appliance, furniture,
construction and energy markets.

Citi and Raymond James acted as financial advisors and Skadden
Arps Slate Meagher & Flom LLP acted as legal counsel to Severstal.

"Steel production in Warren has long contributed high-quality
products to a region that is at the historical center of
steelmaking in the US. Severstal is ready to carry that tradition
forward in a way that is consistent with our strategy for growth
and investment in North America; a strategy that views the
experience and talent of the people at WCI Steel as a key part of
Severstal's continued success," Gregory Mason, CEO of Severstal
International and COO of OAO Severstal, commented.

In connection with the acquisition, WCI has called for redemption
all of the $100 million aggregate principal amount outstanding of
its 8% Senior Secured Notes due 2016 (CUSIP No. 92927H AA 7).  On
July 7, 2008, a copy of the irrevocable notice of redemption was
mailed to record holders of the Notes by Wilmington Trust
Company, Rodney Square North, 1100 Market Street, Wilmington, DE
19890, the trustee under the indenture governing the Notes.  The
Notes will be redeemed on Aug. 6, 2008.

                        About Severstal

Headquartered in Cherepovets, Russia, OAO Severstal --
http://www.severstal.com/-- is the country's largest steel
producer, with steel production of 17.1 million tons in 2005.
The Company owns Severstal North America, the fifth largest
integrated steel maker in the U.S. with 2005 production of 2.7
million tons, and Lucchini, Italy's second largest steel group
with 2005 production of 3.5 million tons.  Severstal is one of
the world's lowest cost and most profitable steel producers,
with 2005 EBITDA per ton of around EUR150 per ton.

                        About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from Chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

Moody's Investors Service placed WCI Steel Inc.'s senior secured
debt rating at 'Ca' in May 2003.  The ratings still hold to date
with a negative outlook.


* S&P Says RMBS 2006 Loss Severity Assumptions Can Bear 10% Fall
----------------------------------------------------------------
As home prices across the nation continue to decline, Standard &
Poor's Ratings Services' recent analysis on the effect of these
falling prices on its rated U.S. residential mortgage-backed
securities transactions shows that its loss severity assumptions
for those transactions issued in 2006 can likely withstand its
projected additional 10% decline, according to a recent report.
     
To address this issue, S&P compared the home price declines to
date for the S&P/Case-Shiller Home Price Indices and the Office of
Federal Housing Enterprise Oversight house price index, and
included the additional 10% decrease.  S&P focused its analysis on
the 2006 U.S. subprime, Alternative-A, and prime jumbo RMBS
vintages.
      
"Based on our analysis, we determined that, given our current
foreclosure cost and foreclosure rate expectations, our loss
severity assumptions for these transactions can withstand the
additional 10% decline," said Standard & Poor's credit analyst
Francis Parisi.  "On the other hand, we would need to revise our
loss projections if foreclosure costs increased significantly
beyond those used in our assumptions, foreclosure rates increased
beyond our assumptions, or market values declined significantly
more than projected," he added.


* SEC Find Shortcomings in Credit Rating Agencies' Practices
------------------------------------------------------------
The Securities and Exchange Commission released yesterday findings
from extensive 10-month examinations of three major credit rating
agencies that uncovered significant weaknesses in ratings
practices and the need for remedial action by the firms to provide
meaningful ratings and the necessary levels of disclosure to
investors.

Under new statutory authority from Congress that enabled the SEC
to register and examine credit rating agencies, the agency's staff
conducted examinations of Fitch Ratings Ltd., Moody's Investor
Services Inc., and Standard & Poor's Ratings Services to evaluate
whether they are adhering to their published methodologies for
determining ratings and managing conflicts of interest.  With the
recent subprime market turmoil, the SEC has been particularly
interested in the rating agencies' policies and practices in
rating mortgage-backed securities and the impartiality of their
ratings.

The SEC staff's examinations found that rating agencies struggled
significantly with the increase in the number and complexity of
subprime residential mortgage-backed securities and collateralized
debt obligations deals since 2002.  The examinations uncovered
that none of the rating agencies examined had specific written
comprehensive procedures for rating RMBS and CDOs.  Furthermore,
significant aspects of the rating process were not always
disclosed or even documented by the firms, and conflicts of
interest were not always managed appropriately.

"We've uncovered serious shortcomings at these firms, including a
lack of disclosure to investors and the public, a lack of policies
and procedures to manage the rating process, and insufficient
attention to conflicts of interest," said SEC Chairman Christopher
Cox.  "When the firms didn't have enough staff to do the job
right, they often cut corners.  That's the bad news.  There's also
good news.  And that's that the problems are being fixed in real
time.  The recent events affecting our economy and our markets
have galvanized regulators around the world to re-examine the
regulatory framework governing credit rating agencies, but
ultimately the responsibility for providing meaningful ratings to
investors begins with the credit rating firms themselves."

Lori Richards, Director of the SEC's Office of Compliance
Inspections and Examinations, said, "These examinations found
shortcomings in the ratings processes used by each of the firms
examined. The firms have all agreed to implement broad reforms to
address the letter and the spirit of the findings, to better
ensure that investors can have confidence in their ratings."

The Summary Report of Issues Identified in the Commission Staff's
Examinations of Select Credit Rating Agencies describes the
significant weaknesses in the rating agencies' processes in rating
subprime RMBS and CDOs linked to subprime residential mortgage-
backed securities from January 2004 to the present.

Specifically, the examinations found:

    * There was a substantial increase in the number and in the
      complexity of RMBS and CDO deals since 2002, and some of
      the rating agencies appear to have struggled with the
growth.

    * Significant aspects of the ratings process were not always
      disclosed.
       
    * Policies and procedures for rating RMBS and CDOs can be
      better documented.
       
    * The rating agencies are implementing new practices with
      respect to the information provided to them.
       
    * The rating agencies did not always document significant
      steps in the ratings process -- including the rationale
      for deviations from their models and for rating committee
      actions and decisions -- and they did not always document
      significant participants in the ratings process.
       
    * The surveillance processes used by the rating agencies
      appear to have been less robust than the processes used
      for initial ratings.
       
    * Issues were identified in the management of conflicts of
      interest and improvements can be made.
       
    * The rating agencies' internal audit processes varied
      significantly.

The examinations were conducted by staff in the SEC's Office of
Compliance Inspections and Examinations, Division of Trading and
Markets, and Office of Economic Analysis.  The report summarizes
generally the remedial actions that credit rating agencies are
expected to take as a result of the examinations, and includes
observations by the SEC's Office of Economic Analysis about
conflicts of interest that are unique to these products.  A
factual summary of the models and methodologies used by the rating
agencies is provided in the report to provide transparency to the
ratings process and the activities of the rating agencies in
connection with the recent subprime mortgage turmoil.

The SEC last month proposed a three-fold set of comprehensive
reforms to regulate the conflicts of interests, disclosures,
internal policies, and business practices of credit rating
agencies.  The first portion of rulemaking would address conflicts
of interest in the credit ratings industry and require new
disclosures designed to increase the transparency and
accountability of credit ratings agencies.  The second portion
would require credit rating agencies to differentiate the ratings
they issue on structured products from those they issue on bonds
through the use of different symbols or by issuing a report
disclosing the differences.  The third part of the SEC's proposed
rulemaking would clarify for investors the limits and purposes of
credit ratings and ensure that the role assigned to ratings in SEC
rules is consistent with the objectives of having investors make
an independent judgment of credit risks.

A full-text copy of the SEC report is available at no charge at:

     http://sec.gov/news/studies/2008/craexamination070808.pdf


* Cecil Schenker Leaves Akin Gump, Joins Cox Smith-Dallas Unit
--------------------------------------------------------------
Cox Smith Matthews Incorporated disclosed that one of the nation's
top corporate lawyers, Cecil Schenker, has joined the firm.  He
will be based in San Antonio and will spend a significant amount
of time in Cox Smith's Dallas office to support his Dallas-area
clients.

Mr. Schenker was a partner at Akin Gump Strauss Hauer & Feld LLP,
serving on its firm-wide executive, management and strategic
planning committees during his tenure there, while also being
responsible for opening Akin Gump's San Antonio and Los Angeles
offices.

Recognized nationally for his experience handling regional,
national and international transactions, Mr. Schenker also has
extensive experience handling capital formation for emerging
growth companies, mergers and acquisitions, corporate and
securities matters, and restructuring matters.

Mr. Schenker received his B.B.A. degree from the University of
Oklahoma and his LL.B. from the University of Texas.  He is
regularly recognized by Who's Who in America, Best Lawyers in
America, Super Lawyers and Corporate Board Member magazine as one
of the top lawyers in his field.

"Moving to Cox Smith will provide me and my clients with ready
access to talented legal resources," Mr. Schenker said.  "Cox
Smith offers a compelling value proposition that national firms
can't match and this, combined with the firm's diverse set of
practices and team environment, greatly influenced my decision to
join the firm."

"Having someone of [Mr. Schenker's] caliber join us is a real
testament to our lawyers and the regional platform their talent
has built," Jamie Smith, Cox Smith managing partner, commented.  
"We are enthusiastic in welcoming [Mr. Schenker] to the firm."  

"He has quarterbacked numerous high profile deals and his
experience broadens and deepens our already strong transactional
practice," Mr. Smith added.  "In all our markets - San Antonio,
Austin, Dallas and McAllen - we continue to seek and welcome
talented lawyers, like [Mr. Schenker], who want to be part of a
regional firm committed to providing clients with great service
and a value proposition more attractive than many of the national
firms with which we compete."

This statement follows news that three other respected Akin Gump
partners - David Kinder, Will Liebmann and Thomas Sanders - joined
Cox Smith earlier this month.

              About Cox Smith Matthews Incorporated

Based in San Antonio, Texas, Cox Smith Matthews Incorporated --
http://www.coxsmith.com/-- is a regional law firm with offices in  
Austin, Dallas and McAllen.  With more than 130 lawyers, Cox Smith
provides specialized legal services to regional, national, and
international clients.  The firm's expertise ranges from
sophisticated corporate transactions to complex litigation to
personal estate planning.  Its major practice areas include
business litigation, corporate and securities, creditors' rights,
corporate restructuring and bankruptcy, energy and natural
resources, employment and employer rights, estate planning,
employee benefits, health care, intellectual property, public law,
real estate, and tax.


* Marlon Baugh Provides Bankruptcy Mortgage Secrets
---------------------------------------------------
Pembroke Pines, Florida-based Mortgage Broker Marlon Baugh reveals
bankruptcy mortgage secrets at a new Web site that provides free
reports, a home buying guide and free mortgage calculators.  The
site is designed to give Florida residents all the facts about
mortgage and bankruptcy so they can make an educated decision when
obtaining a mortgage.

Mr. Baugh said in a news release that in the past, traditional
mortgage lenders have automatically rejected people who had
declared personal bankruptcy.  Many potential home buyers felt
they must wait at least seven to ten years after a bankruptcy to
be eligible to become homeowners.  This is a common misconception.

While some people declaring bankruptcy have had trouble managing
their money, a large number of those declaring have simply
experienced unfortunate events, the release continued.  Americans
are filing bankruptcy at record levels in the last five years.  
Though a bankruptcy is certainly a blemish on a credit report, it
does not necessarily disqualify a borrower.  Recognizing that
sometimes bad things happen to good people, some select loan
officers are becoming more willing to take a calculated risk.  
Some lenders use a scoring system to determine whether potential
buyers are a worthwhile risk.

Unfortunately, bankruptcy gives an automatic low score, the
release.  However, select lenders are beginning to look beyond the
scores and look at the individuals in need. Instead of waiting two
or four years after being discharged from bankruptcy, some
mortgage professionals are willing to give a home loan much
sooner.  Those who have declared Chapter 7 bankruptcy liquidation
may be eligible for a loan one day after discharge, and those who
have declared Chapter 13 may be eligible for a loan even while
still reorganizing.  Another common misconception is that a
previous bankruptcy on your credit report will require you to have
a large down payment and pay extremely high rates.

There are currently programs available with little or no money
down with very attractive interest rates.  Some lenders are even
pre-qualifying buyers for a loan, saving time and making the home
buying experience easier and more efficient.

When a buyer pre-qualifies, they will have the advantage of
greater negotiating power.  No matter what the situation, select
mortgage professionals have a program that will work for the buyer
with a bankruptcy history.  If a buyer cannot get approved, there
are customized plans that can reestablish credit to help the buyer
become mortgage-ready, ensuring homeownership in the future.
Because of new options, bankruptcy no longer needs to stand in the
way of getting a home loan.  With the help of more creative
lenders, those who have experienced financial difficulty will have
an easier time getting a mortgage.

                        About Marlon Baugh

Pembroke Pines, Florida-based mortgage expert Marlon Baugh
specializes in providing mortgage information to Florida residents
that allows them to make informed decisions about their mortgage
financing options and learn the insider secrets that can save them
thousands of dollars over the life of their loan.  He is a
mortgage consultant at Specialized Financial Solutions, LLC, --
http://www.specializedfinancialsolutions.com/ Mr. Baugh can be  
reached through (954) 678-5796 Extension 1 or at
http://specializedfinancialsolutions.com/own-a-home.htm


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.




                             *********

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 ***