TCR_Public/080822.mbx           T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, August 22, 2008, Vol. 12, No. 200

                              Headlines

ABITIBIBOWATER INC: Inks Consulting Agreement with John Weaver
ACCELENT INC: Posts $1.3 Million Net Loss in Quarter Ended June 30
ACTIVE POWER: Receives NASDAQ Global Listing Non-compliance Notice
ALANCO TECHNOLOGIES: Announces $2.5 Million New Financing
ALLIED DEFENSE: Reports Income for Second Quarter Ended June 30

AMERICAN SEAFOODS: Moody's Rates $50 Million Term Loan at B
APPEL NEMARUNDWE: Case Summary & 20 Largest Unsecured Creditors
ARTHORCARE CORP: Receives NASDAQ Listing Non-compliance Notice
ASG CONSOLIDATED: Moody's Holds $251MM Senior Notes' Rating at B
BALTIMORE GAS: Moody's Holds Ba1 Rating on Preference Stock

BEAR STEARNS ABS: S&P Junks Rating on 5 Classes of Securities
BEATRICE BIODIESEL: Financial Woes Blamed for Chapter 11 Filing
BEATRICE BIODIESEL: Case Summary & 20 Largest Unsecured Creditors
BILTMORE CDO: S&P Assigns 'CC' Rating on 7 Classes of Securities
BOMBAY COMPANY: Court Confirms Amended Chapter 11 Plan

BOSCOV'S INC: Taps Klehr Harrison as Special Real Estate Counsel
BOSCOV'S INC: Commences Store Closing Sale on Ten Locations
CANADIAN TRUSTS: Court Drops Creditors' Appeal on Sanction Order
CARBON CAPITAL: S&P Affirms BB Rating on Classes I, J Securities
CENTRAL GARDEN: Gets NASDAQ Non-compliance Determination Letter

CFM US: Allowed to Sell Indiana Real Property to Onward for $2MM
CFM US: Court Extends Exclusive Plan Filing Period to October 7
CHANCELLOR GROUP: Court Dismisses Chapter 11 Case
CHATEAU SENIOR: Case Summary & 20 Largest Unsecured Creditors
CHEROKEE INT'L: Posts $600,000 Net Loss in Quarter Ended June 29

CHOCTAW RESORT: Moody's Rates Two Senior Notes Ba3
CIRTRAN CORPORATION: June 30 Balance Sheet Upside-Down by $773,654
CLAYMONT STEEL: Moody's Withdraws B3 Rating on Sr. Unsecured Note
CONSTELLATION COPPER: Cash Liquidity Woes Cues Possible Bankruptcy
DANA CORP: Posts $140 Million Net Loss in Quarter Ended June 30

DELTA FINANCIAL: Has Until Sept. 19 to File Chapter 11 Plan
DELTA FINANCIAL: Wants Delta Residual's $82MM Claim Pegged at $0
DELTA FINANCIAL: Westchester Continues to Refute Insurance Claim
DELTA FINANCIAL: Delays Filing of 2nd Quarter Results with SEC
DEUTSCHE ALT-A: Moody's Junks Ratings on 62 of 177 Tranches

DOUGLAS FURNITURE: Heller Financial Wants Case Dismissed
EARTH BIOFUELS: June 30 Balance Sheet Upside-Down by $122.1MM
ECCO ENERGY: Posts $164,232 Net Loss in 2008 Second Quarter
EDISON HOTELS: Court Orders Former Owner to Pay Employees
EDWARD THOMPSON: Case Summary & 20 Largest Unsecured Creditors

FEDDERS CORP: Delaware Court Confirms Amended Liquidation Plan
FEDERAL-MOGUL: Earns $90 Million in Second Quarter Ended June 30
FEDERAL-MOGUL: Admin Claims Objection Period Extended to Dec. 27
FERRO CORP: Closes $150 Million Convertible Senior Notes Offering
FLAGSHIP GLOBAL: Halts Operations, Files for Chapter 7

FRIEDMANS INC: May File Plan Next Month, Wants Exclusivity Moved
FULTON STREET: Fitch Junks $103 Million Class A-1B Notes
GENERAL MOTORS: Allows Navistar Medium Duty Truck MOU to Expire
GENERAL MOTORS: Navistar Deal Canceled; S&P Ratings Unaffected
GOODY'S FAMILY: Can Reject 59 Unexpired Non-Residential Leases

GRIDER EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
GSRPM MORTGAGE TRUST: S&P Cuts Ratings on Two Classes to BB, B
HELP-U-SELL: Files for Chapter 11 Bankruptcy Protection
HI-LINE CONSTRUCTION: Case Summary & 8 Largest Unsec. Creditors
HOWD MANOR: Voluntary Chapter 11 Case Summary

HSI ASSET: Moody's Junks Eight Class Certificates' Ratings
INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down by $18.4MM
INDYMAC BANK: FDIC Implements Distressed Mortgage Loan Program
INTERMET CORP: Can Use CapitalSource's Cash Collateral on Interim
INTERSTATE BAKERIES: Union, Ripplewood Inks Deal to Protect Jobs

JEFFERSON COUNTY: Bankruptcy Decision to Depend on Nov. Referendum
JOE GIBSONS: Hearing on Ch. 11 Case Conversion Set Sept. 4
KIMBALL HILL: Ken Love, Diane Hill to Serve as Directors
LIBERTY TAX II: June 30 Balance Sheet Upside-Down by $14,027,016
LUBBOCK MEDICAL: Lender Wants PostPetition Loan Reinstated

LYNNKOHN LLC: Files for Bankruptcy to Stave Off LNB's Foreclosure
LYNNKOHN LLC: Case Summary & 20 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Amends Credit Deals to Address Liquidity Woes
MAJESTIC STAR: June 30 Balance Sheet Upside-Down by $184.7MM
MASTER ASSET: Moody's Junks Nine Class Certificates' Ratings

MERRILL LYNCH: Moody's Junks Seven Class Certificates' Ratings
MICHAEL VICK: Gov't Wants Chapter 11 Trustee Appointed in Case
MICROSTRUCTURE TECHNOLOGIES: Involuntary Chapter 11 Case Summary
MORTGAGES LTD: Can Hire Greenberg Traurig as Special Counsel
MORGAN STANLEY ACES: S&P Cuts 2006-8 Class A-14 Rating to 'B+'

MORGAN STANLEY: Moody's Junks 11 Class Certificates' Ratings
MORTGAGE LENDERS: Drops $17 Million Money Market Investment Plan
MZT HOLDINGS: To Distribute Common Stock to Holders on August 25
NANOGEN INC: Announces Merger Agreement with Elitech Group
NATHAN GLICK: Case Summary & 20 Largest Unsecured Creditors

NAVISTAR INT'L: Allows GM Medium Duty Truck MOU to Expire
NAVISTAR INT'L: GM Deal Canceled; S&P Ratings Unaffected
NEXIA HOLDINGS: Issues Shares to Satisfy $300,000 Note Obligation
OCH-ZIFF CAPITAL: June 30 Balance Sheet Upside-Down by $423MM
PEFORMANCE TRANS: Ritchie Bros. to Auction Assets on October 3

PEGASI ENERGY: Posts $535,109 Net Loss in 2008 Second Quarter
PESE LLC: Case Summary & 20 Largest Unsecured Creditors
PHOENIX FOOTWEAR: Posts $2.1MM Net Loss in Quarter Ended June 28
PIERRE FOODS: May Hire Perella as Investment Banker and Advisor
PIERRE FOODS: May Hire Lightning Mgt. as Operational Consultant

PIERRE FOODS: May Employ Thompson Hine as Special Counsel
PROPEX INC: May Employ Richard Franks as Sales and Marketing VP
PROTECTED VEHICLES: Files Liquidation Plan with Creditors' Panel
RESMAE MORTGAGE: Moody's Junks Three Class Certificates' Rating
RIVER BEND: Dispute with Secured Lender Placed Under Mediation

ROCKPOINT GROUP: Expects to Default on Manhattan Unit Next Month
S & A RESTAURANT: Trustee Wants to Retain Rosen as Auctioneer
S & A RESTAURANT: Court Okays Co-Counsel for Ch. 7 Trustee
S & A RESTAURANT: Meadowbrook Wants to Foreclose Peabody Property
SAGECREST FINANCIAL: Unit Files Chapter 11 Petition in Bridgeport

SAGECREST HOLDINGS: Voluntary Chapter 11 Case Summary
SEA CONTAINERS: Wants Disclosure Statement Approved
SEA CONTAINERS: Wants GECC Tolling Agreement Approved
SEA CONTAINERS: Wants Voting and Solicitation Procedures Approved
SEALY CORP: To Close Clarion Manufacturing Plant in Pennsylvania

SECURTIZED ASSET: Moody's Junks Seven Class Certificates' Ratings
SEMGROUP ENERGY: Receives Delisting Notice from Nasdaq
SEQUOIA ALTERNATIVE: Moody's Rates Two Class B Loans to C
SEQUOIA COMMUNITY: Gets $9.8 Million Bid from Non-Profit CSV
SHARPER IMAGE: Gift Card Holder Rep. Wants Case Converted to Ch. 7

SHARPER IMAGE: ARG Seeks Payment of $2.6MM Admin. Expense Claim
SHOE PAVILION: Appellate Court Reinstates Patent Infringement Suit
SHOE PAVILION: El Paso Stores to Remain Open, Manager Says
SHOE PAVILION: Securities Now Trade Over The Counter
SOUNDVIEW HOME: Moody's Junks 16 Class Certificates' Ratings

SPHERICS INC: Assignee to Auction Pharmaceutuical IP on October 10
STEVE & BARRY'S: Release Provisions in Sale Agreement Criticized
STONY HILL: Moody's Junks $50 Million Notes' Rating
STRUCTURED ASSET: Moody's Junks Six Class Certificates' Ratings
TEAM NATION: June 30 Balance Sheet Upside-Down by $321,487

TEKNI-PLEX INC: To Sell 10.875% Secured Notes to Avenue Capital
TIMBER LODGE: Taher Inc. Buys Restaurant Business
TOUSA INC: December 31 Balance Sheet Upside-Down by 475,500,000
TRIAD GUARANTY: Moody's Withdraws B1 Rating on Financial Strength
TRONOX INC: Dennis Wanlass Named as Interim Chairman of the Board

UNIGENE LABORATORIES: Board Elected Allen Bloom as Lead Director
WDS HOLDINGS: Faces Involuntary Chapter 11 Petition
WEDAFAB INC: Files for Bankruptcy in Pennsylvania
WHITEHALL JEWELERS: Michael Hill to Buy 17 Stores for $5,000,000
WICKES FURNITURE: Can Access Wells Fargo's $17 Million Facility
WOODSIDE GROUP: Involuntary Chapter 11 Case Summary

* S&P Sees Mixed Outlook for U.S. Capital Goods Companies
* S&P Junks Rating on 5 Classes Related to Prime Jumbo RMBS Deals
* S&P Cuts Ratings on 453 U.S. Subprime RMBS Classes
* S&P Revises Projected Losses for 2006, 2007 Subprime RMBS

* BOOK REVIEW: Bailout: An Insider's Account
                         of Bank Failures and Rescues

                              *********


ABITIBIBOWATER INC: Inks Consulting Agreement with John Weaver
--------------------------------------------------------------
In connection with the retirement of John W. Weaver, effective
July 1, 2008, AbitibiBowater Inc. and Mr. Weaver entered into a
consulting agreement on August 15, 2008.

Pursuant to the Consulting Agreement, Mr. Weaver will provide
consulting services to the company until March 31, 2009.  The
company will pay Mr. Weaver a consulting fee of $40,000 per month
plus reimbursement for reasonable business expenses as
consideration for his services.

The foregoing description is qualified in its entirety by
reference to the Consulting Agreement, a copy of which is
available at:
                http://ResearchArchives.com/t/s?3105

In addition, Mr. Weaver is entitled to severance and other
benefits as set out in the Severance Compensation Agreement, dated
February 18, 2006, between Abitibi-Consolidated Inc. and
Mr. Weaver, which is filed as Exhibit 10.9 to the company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2007.

The company previously disclosed that Mr. Weaver will continue to
serve as non-Executive Chairman and a member of the company's
Board of Directors until March 31, 2009.

In consideration for Mr. Weaver acting as non-Executive Chairman,
the company has agreed to pay Mr. Weaver a fee of $10,000 per
month.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 27
pulp and paper facilities and 34 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the company is
also among the world's largest recyclers of old newspapers and
magazines, and has more third-party certified sustainable forest
land than any other company in the world.  AbitibiBowater's shares
trade under the stock symbol ABH on both the New York Stock
Exchange and the Toronto Stock Exchange.

AbitibiBowater Inc. still carries Fitch's 'CCC+' Issuer Default
Rating assigned on April 1, 2008.  Outlook is Negative.


ACCELENT INC: Posts $1.3 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Accellent Inc., a wholly owned subsidiary of Accellent Holdings
Corp., disclosed results for the fiscal second quarter ended June
30, 2008.

The company reported a net loss of $1.3 million in the second
quarter of 2008 compared with a net loss of $4.1 million in the
second quarter of 2007.

Net sales increased 14.0 % to $135.8 million in the second quarter
of 2008 compared with $119.1 million in the second quarter of
2007.  Sales improved sequentially for the sixth consecutive
quarter and improved 5.3% compared to the first quarter of 2008.

Adjusted EBITDA for the second quarter of 2008 was $27.3 million,
or 20.1% of sales, compared to Adjusted EBITDA of $21.3 million,
or 17.9 % of sales, in the second quarter of 2007.

"Our focus on increasing value for our customers has continued to
drive revenue growth.  Our second quarter 2008 revenue marks our
sixth consecutive quarter of sequential revenue growth and is the
highest quarterly revenue amount in the company's history," said
Robert Kirby, President and CEO of Accellent.  "In addition, our
focus on continuous improvement in the areas of cost reduction and
working capital utilization have benefited our second quarter 2008
results."

A net loss of $9.0 million was recorded in the first half of 2008
compared with a net loss of $89.8 million in the first half of
2007.  During the first half of 2007 we completed a goodwill
impairment analysis resulting in a goodwill impairment charge of
$82.3 million which is reflected in the net loss for that period.

Net sales increased 14.8 % to $264.8 million in the first half of
2008 compared with $230.6 million in the first half of 2007.

Adjusted EBITDA for the first half of 2008 was $52.5 million or
19.8% of sales compared to Adjusted EBITDA of $43.2 million, or
18.7% of sales in the first half of 2007.

At June 30, 2008, the company's consolidated balance sheet showed
$1.1 billion in total assets, $814.4 million in total liabilities,
and $309.5 million in total stockholders' equity.

                         About Accellent Inc.

Headquartered in Wilmington, Massachusetts, Accellent Inc. --
http://www.accellent.com/-- provides fully integrated outsourced
manufacturing and engineering services to the medical device
industry in the cardiology, endoscopy, drug delivery, neurology
and orthopaedic markets.

                           *     *    *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service downgraded Accellent Inc.'s corporate
family rating to Caa1 from B3 and assigned a negative outlook.  At
the same time, Moody's downgraded these ratings: (i) secured
revolver to B2 (LGD2, 29%) from B1 (LGD2, 29%); (ii) secured term
loan to B2 (LGD2, 29%) from B1 (LGD2, 29%); (iii) sr. subordinated
notes to Caa3 (LGD5, 83%) from Caa2 (LGD5, 83%); (iv) PDR to Caa1
from B3; and speculative grade liquidity rating to SGL-4 from
SGL-3.


ACTIVE POWER: Receives NASDAQ Global Listing Non-compliance Notice
------------------------------------------------------------------
Active Power, Inc. received on Aug. 18, 2008, a letter from The
NASDAQ Stock Market stating that for the previous 30 consecutive
business days, the bid price of the Company's common stock closed
below the minimum $1.00 per share requirement for continued
inclusion on The NASDAQ Global Market pursuant to NASDAQ
Marketplace Rule 4450(a)(5).

The NASDAQ letter has no immediate effect on the listing of the
Company's common stock.  In accordance with Marketplace Rule
4450(e)(2), Active Power will be provided with a grace period of
180 calendar days or until Feb. 17, 2009, to regain compliance
with the Minimum Bid Price Rule. If at any time before Feb. 17,
2009, the bid price of the Company's stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days,
NASDAQ will notify the Company that it has achieved compliance
with the Minimum Bid Price Rule.

If the company does not regain compliance with the Minimum Bid
Price Rule by Feb. 17, 2009, NASDAQ will notify the Company that
its common stock will be delisted from The NASDAQ Global Market.
In the event the Company receives notice that its common stock is
being delisted from The NASDAQ Global Market, NASDAQ rules permit
the Company to appeal any delisting determination by the NASDAQ
staff to a NASDAQ Listing Qualifications Panel.

Alternatively, NASDAQ may permit the Company to transfer its
common stock to The NASDAQ Capital Market if it satisfies the
requirements for initial inclusion set forth in Marketplace Rule
4310(c), except for the bid price requirement.  If its application
for transfer is approved, the Company would have an additional 180
calendar days to comply with the Minimum Bid Price Rule in order
to remain on The NASDAQ Capital Market.

Active Power Inc.(ACPW) -- http://www.activepower.com-- provides
uninterruptible power supply systems.


ALANCO TECHNOLOGIES: Announces $2.5 Million New Financing
---------------------------------------------------------
Alanco Technologies, Inc., disclosed a new financing totaling
$2.5 million, comprising $2.0 million of additional equity from
the sale of non-convertible Series D Preferred Stock, and a
$0.5 million increase in the company's current credit line.

Company directors and officers will be the primary investors in
the new financing, expected to be completed by August 22, 2008.

Some $1.4 million of the proceeds will be used to pay down a term
note with a current balance of approximately $2.4 million, with
the remaining $1.1 million to provide additional working capital.

Robert R. Kauffman, Alanco chairman and chief executive officer,
commented, "While these are obviously challenging times in which
to raise new capital, this $2.5 million insider financing plan is
non-dilutive and will benefit all company shareholders as our new
fiscal year profitability turnaround proceeds on schedule."

"We are gratified that our board and senior management are again
enthusiastically endorsing the Company's business plan and future
prospects through this additional significant investment.  The new
financing will eliminate substantial current monthly term note
repayment obligations, and provide $1.1 million of additional
working capital to fund accelerating sales growth in our TSI PRISM
and StarTrak businesses", Mr. Kauffman added.

Headquartered in Scottsdale, Ariz., Alanco Technologies Inc.
(Nasdaq: ALAN) -- http://www.alanco.com/-- is a provider of
wireless tracking and asset management solutions through its
StarTrak Systems and Alanco/TSI PRISM subsidiaries.

At March 31, 2008, the company's consolidated balance sheet showed
$29,715,600 in total assets, $11.0 million in total liabilities,
$0.8 million in preferred stock, and $17.8 million in total
stockholders' equity.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Semple, Marchal & Cooper LLP, in Phoenix, Arizona, expressed
substantial doubt about Alanco Technologies Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing firm reported that the company
incurred significant losses from operations, anticipates
additional losses in fiscal 2008, and has insufficient working
capital as of June 30, 2007, to fund the anticipated losses.


ALLIED DEFENSE: Reports Income for Second Quarter Ended June 30
---------------------------------------------------------------
The Allied Defense Group Inc.'s net income for the quarter was
$0.9 million versus a $24.1 million loss in the second quarter of
2007.

Revenue for the second quarter ended June 30, 2008, was
$46.2 million, an increase of 872% over second quarter 2007
revenue of $4.7 million.  Operating income was $2.6 million for
the quarter, an improvement over the first quarter of 2008.
Operating income margin for the second quarter was 6% compared
with a loss in the first quarter of 2008.

Cash flow from operations for the six months ended June 30, 2008,
was a use of $20.0 million.  This use of cash resulted from
increased working capital associated with the higher revenue base.

Contract backlog at June 30, 2008, was $153 million which is more
than a 300% increase over the prior year.  In addition, the
company had unfunded backlog equal to $85 million.

The second quarter 2008 results were affected by improved
financial performance at all of the company's subsidiaries and the
improved management of general and administrative costs in the
current period as compared to the prior comparable period in 2007.

The new ammunition services sector is growing at a particularly
strong rate.  It has grown backlog to approximately $36 million as
of June 30, 2008, driven in part by new procurement contracts
received in 2008 as compared to $1 million at June 30, 2007.  The
potential revenues associated with this backlog now exceed the
revenues of the subsidiaries we have divested to date.

                             Liquidity

The company faces significant cash constraints in the summer
months of August and September as a result of MECAR's limited
ability to ship to certain Middle Eastern clients in the summer
months based on the contractual terms of the sales agreements.
The company is managing through this cash constrained period.
MECAR was required, based on the restructured terms of its bank
credit facility, to repay one-half of the cash line,
EUR5.1 million, by July 31, 2008 but did not meet that deadline.
MECAR paid down EUR2 million on Aug. 6, 2008, and the company is
working with the bank group on a repayment arrangement for the
remaining EUR3.1 million cash line.  The company has proposed to
make the repayment in September 2008 with the earlier of the cash
proceeds of certain late July shipments or the proceeds of the
company's anticipated sale of its GMS subsidiary, both of which
are expected in September.  On Aug. 14, 2008, the company
committed to a formal plan to sell GMS.  The sale of this
subsidiary will provide additional liquidity to the company and
the cash to satisfy a potential "put" of the company's senior
secured convertible notes that may be made in December 2008 and/or
January 2009.

At June 30, 2008, the company's balance sheet showed total assets
of $188.9 million, total liabilities of $142.9 million and
stockholders' equity of $ 46.0 million.

                 About The Allied Defense Group Inc.

Headquartered in Vienna, Virginia, The Allied Defense Group Inc.
(Amex: ADG) -- www.allieddefensegroup.com -- is a diversified
international defense and security firm which develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide.  The company also designs, produces
and markets sophisticated electronic and microwave security
systems principally for European and North American markets.

                         Going Concern Doubt

BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm reported that in 2007 and 2006 the company suffered
losses from operations.

The auditing firm added that, in January and February 2008, the
banking group of the company's key subsidiary sent notifications
to the company of their intentions to terminate the credit
facilities.  Subsequently, in March 2008, the members of the
banking group notified the company of their intentions to continue
with the credit facility contingent upon the resolution of
additional requirements.


AMERICAN SEAFOODS: Moody's Rates $50 Million Term Loan at B
-----------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to the
$50 million add-on to American Seafoods Group LLC's term loan B.
Moody's also affirmed the existing ratings for American Seafoods
and its parent ASG Consolidated LLC, including its corporate
family rating and probability of default rating at B1. The rating
outlook remains stable.

Rating assigned:

American Seafoods Group LLC

   -- $50 million add-on to Term Loan B at Ba3 (LGD3, 33%)

Ratings affirmed:

ASG Consolidated LLC

   -- Corporate family rating at B1
   -- Probability of default rating at B1

Ratings affirmed, and LGD% revised

ASG Consolidated LLC

   -- $251 million (accreted value at maturity) 11.5% senior
       discount notes due 2011 at B3 (LGD5); LGD % to 87% from 85%

American Seafoods Group LLC

   -- $75 million senior secured revolving credit expiring in 2011
      at Ba3 (LGD3); LGD % to 33% from 32%

   -- Senior secured Term Loan A and existing Term Loan B at Ba3
      (LGD3); LGD % to 33% from 32%

Proceeds of the add-on will fund a portion of the acquisition of
the factory trawler HIGHLAND LIGHT and the fishing vessel TRACY
ANNE from subsidiaries of Yardarm Knot, Inc.  The acquisition of
these assets further expands ASG's Alaskan catcher-processor
fleet, which is used primarily to harvest whitefish in the waters
of the Bering Sea and the Pacific Northwest coast.

The affirmation of the company's other ratings was based on ASG's
stability in operating cash flow, relative to other natural
products processors.  Free cash flow generation before payments to
members is likely to continue because ASG has the ability to raise
prices, as competing proteins become more expensive and as
reductions in 2007 and 2008 in the regulatory-allowed catch for
Pollack reduces potential industry supply.  Thus, cash generation
and profitability will allow for a reduction in leverage following
the increase for the debt to fund this acquisition, and following
the previously announced large distribution to shareholders in
fiscal 2008.  Moody's anticipates that debt to EBITDA in fiscal
2008 is likely to be approximately 5 times.

ASG's ratings consider the company's relatively small size, its
limited product diversification, the concentration of raw
materials from a single country, and large periodic distributions
to members.  However, the company's market position is quite solid
at over 40% of the catcher-processor Pollock allocation, and well
in excess of the second largest player.  ASG's raw material supply
is fairly stable, as it is provided by its quota-protected fishing
rights.

Headquartered in Seattle, Washington, ASG Consolidated LLC is one
of the world's largest integrated seafood companies, harvesting
and processing primarily Pollock, Pacific whiting and catfish. At-
sea operations are concentrated in the U.S. Bering Sea.  ASG's
revenues for the twelve months ended June 30, 2008 were
approximately $598 million.


APPEL NEMARUNDWE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Appel Nemarundwe
         Carol Nemarundwe
         8105 NE Couch St.
         Portland, OR 97213

Bankruptcy Case No.: 08-34261

Chapter 11 Petition Date: August 20, 2008

Court: District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Michael A. Day, Esq.
                    (mday@michaeldaylaw.com)
                   1001 SW 5th Ave., #1100
                   Portland, OR 97204
                   Tel: (503) 228-0893
                   http://michaeldaylaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

             http://bankrupt.com/misc/orb08-34261.pdf


ARTHORCARE CORP: Receives NASDAQ Listing Non-compliance Notice
--------------------------------------------------------------
ArthroCare Corp. received on Aug. 13, 2008, a NASDAQ Staff
Determination Letter, stating that the company is not in
compliance with NASDAQ Marketplace Rule 4310(c)(14), and that its
common stock is therefore subject to delisting.

The letter was issued in accordance with NASDAQ procedures because
the Company did not timely file its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2008.  The Company is appealing
this determination and intends to request a hearing before the
NASDAQ Listing Qualifications Panel.

There can be no assurance that the Panel will grant the Company's
request for continued listing.  Pending a decision by the Panel,
the Company's common stock will remain listed on The NASDAQ Global
Select Market.

ArthroCare Corp. -- http://www.arthrocare.com-- develops,
manufactures and markets surgical products.


ASG CONSOLIDATED: Moody's Holds $251MM Senior Notes' Rating at B
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to the
$50 million add-on to American Seafoods Group LLC's term loan B.
Moody's also affirmed the existing ratings for American Seafoods
and its parent ASG Consolidated LLC, including its corporate
family rating and probability of default rating at B1. The rating
outlook remains stable.

Rating assigned:

American Seafoods Group LLC

   -- $50 million add-on to Term Loan B at Ba3 (LGD3, 33%)

Ratings affirmed:

ASG Consolidated LLC

   -- Corporate family rating at B1
   -- Probability of default rating at B1

Ratings affirmed, and LGD% revised

ASG Consolidated LLC

   -- $251 million (accreted value at maturity) 11.5% senior
       discount notes due 2011 at B3 (LGD5); LGD % to 87% from 85%

American Seafoods Group LLC

   -- $75 million senior secured revolving credit expiring in 2011
      at Ba3 (LGD3); LGD % to 33% from 32%

   -- Senior secured Term Loan A and existing Term Loan B at Ba3
      (LGD3); LGD % to 33% from 32%

Proceeds of the add-on will fund a portion of the acquisition of
the factory trawler HIGHLAND LIGHT and the fishing vessel TRACY
ANNE from subsidiaries of Yardarm Knot, Inc.  The acquisition of
these assets further expands ASG's Alaskan catcher-processor
fleet, which is used primarily to harvest whitefish in the waters
of the Bering Sea and the Pacific Northwest coast.

The affirmation of the company's other ratings was based on ASG's
stability in operating cash flow, relative to other natural
products processors.  Free cash flow generation before payments to
members is likely to continue because ASG has the ability to raise
prices, as competing proteins become more expensive and as
reductions in 2007 and 2008 in the regulatory-allowed catch for
Pollack reduces potential industry supply.  Thus, cash generation
and profitability will allow for a reduction in leverage following
the increase for the debt to fund this acquisition, and following
the previously announced large distribution to shareholders in
fiscal 2008.  Moody's anticipates that debt to EBITDA in fiscal
2008 is likely to be approximately 5 times.

ASG's ratings consider the company's relatively small size, its
limited product diversification, the concentration of raw
materials from a single country, and large periodic distributions
to members.  However, the company's market position is quite solid
at over 40% of the catcher-processor Pollock allocation, and well
in excess of the second largest player.  ASG's raw material supply
is fairly stable, as it is provided by its quota-protected fishing
rights.

Headquartered in Seattle, Washington, ASG Consolidated LLC is one
of the world's largest integrated seafood companies, harvesting
and processing primarily Pollock, Pacific whiting and catfish. At-
sea operations are concentrated in the U.S. Bering Sea.  ASG's
revenues for the twelve months ended June 30, 2008 were
approximately $598 million.


BALTIMORE GAS: Moody's Holds Ba1 Rating on Preference Stock
-----------------------------------------------------------
Moody's Investors Service placed the long-term and short-term
ratings for Constellation Energy Group, Inc. under review for
possible downgrade. Separately, Moody's affirmed the ratings of
its electric utility subsidiary Baltimore Gas and Electric
Company, as well as those of its finance affiliate, BGE Capital
Trust II. The rating outlook for BGE and its finance affiliate BGE
Capital Trust II remains stable.

Constellation Energy Group ratings placed under review for
possible downgrade include:

Baa1 senior unsecured debt and senior unsecured bank credit
facilities;

   -- Prime-2 short-term rating for commercial paper;
   -- Baa2 Series A Junior Subordinated Debentures;
   -- (P)Baa1 shelf rating for senior unsecured debt;
   -- (P)Baa3 shelf rating for preferred stock.

Baltimore Gas & Electric Company ratings affirmed with a stable
outlook include:

   -- Baa2 senior unsecured debt and Issuer Rating;
   -- Ba1 preference stock;
   -- Prime-2 short-term rating for commercial paper;

VMIG-2 rating for short-term tax-exempt debt

BGE Capital Trust II ratings affirmed with a stable outlook
include:

   -- Baa3 trust preferred securities

The review for possible downgrade is triggered by concerns
surrounding the company's risk management and control processes, a
weakened liquidity profile, and an aggressive investment and
acquisition strategy.

Concerns surrounding risk management and control processes were
heightened by a recent disclosure that CEG's collateral
obligations under certain hypothetical debt rating downgrade
scenarios were larger than previously stated as well as a $1.7
billion exposure to one non-investment counterparty.

CEG's liquidity profile has been impacted by rising commodity
prices that has required the company to post additional
collateral.c At the end of July 2008, CEG had $3.6 billion in
letters of credit outstanding plus approximately $630 million in
commercial paper borrowings.  These amounts are backstopped by
various committed bank lines of credit totaling $5.7 billion, of
which approximately $1.4 billion are scheduled to expire in
December 2008.

While CEG's consolidated cash balance at June 30, 2008 stood at
$1.2 billion, this amount includes more than $900 million of cash
collateral provided by counterparties and therefore should be
viewed more as restricted in Moody's opinion.

This rating action also takes into account a continuing aggressive
capital expenditure and acquisition strategy for CEG's non-
regulated utility businesses.  Capital expenditures totaled $1.2
billion in 2007 and $705 million for the six months ended June 30,
2008 while acquisitions during this same timeframe totaled
approximately $350 million and $310 million, respectively.  CEG
has previously estimated total capital expenditures of $1.9
billion in 2008 and $1.3 billion in 2009 for its non-regulated
businesses.

Our review for possible downgrade will evaluate the adequacy of
the company's risk management and control processes, the
transparency of its financial reporting and its expected internal
cash flow generation. Additionally, we plan to review CEG's near-
term liquidity profile, the financing plan for its capital
spending program, and any progress the company may achieve in
pursuing strategic alternatives for its existing Global
Commodities business.

Constellation Energy Group, Inc. is a diversified energy company,
whose businesses largely include merchant energy companies, along
with Baltimore Gas & Electric Company, a regulated electric and
gas utility in central Maryland.  The company is headquartered in
Baltimore, Maryland.


BEAR STEARNS ABS: S&P Junks Rating on 5 Classes of Securities
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of asset-backed certificates from Bear Stearns Asset
Backed Securities Trust 2005-3. In addition, we affirmed our
ratings on three classes from this series.

The lowered ratings reflect pool performance that has caused
actual and projected credit support for the affected classes to
decline. This transaction has experienced losses that have eroded
overcollateralization (O/C) to $0 from its target level of
approximately $5,290,886, resulting in the write-down of class
M-7, which prompted us to downgrade this class to 'D'.

The affirmations reflect current credit support percentages and
projected credit support percentages (as a percent of the adjusted
pool balance) that we believe are sufficient to support the notes
at their current rating levels.

   Class       CCS (%) (i)     PCS (%) (ii)
   -----       -----------     ------------
   A-1, A-3    55.33           59.30
   M-1         32.44           30.00

(i) CCS-Current credit support. (ii) PCS-Projected credit support.

As of the July 2008 remittance period, cumulative realized losses
were 3.95% of the original pool balance. Total delinquencies were
34.48% of the current pool balance, while severe delinquencies
(90-plus days, foreclosures, and real estate owned {REO}) were
20.89%.

Furthermore, delinquencies have escalated over the past six
remittance periods. For this transaction, losses have, on average
over the past six months, been approximately 1.81x monthly excess
interest.

    -- These performance trends have caused projected credit
support for the transaction to fall below the required level.
Standard & Poor's will continue to closely monitor the performance
of this transaction. If the transaction incurs further losses and
delinquencies continue to erode projected credit support, we will
likely take further negative rating actions.

This transaction is 33 months seasoned and has a pool factor of
35.59%. Subordination, excess interest, and O/C originally
provided credit support for this transaction. The underlying
collateral backing the certificates originally consisted of 30-
year prime, subprime, scratch-and-dent, or reperforming fixed-
and/or adjustable-rate first- and second-lien mortgage loans
secured by one- to four-family residential properties.

RATINGS LOWERED

Bear Stearns Asset Backed Securities Trust 2005-3
Asset-backed certificates

                                Rating
   Series      Class       To              From
   ------      -----       --              ----
   2005-3      M-2         BBB             A
   2005-3      M-3         BB              A-
   2005-3      M-4         B+              BBB+
   2005-3      M-5         B               BBB
   2005-3      M-6         CCC             B
   2005-3      M-7         D               CCC

RATINGS AFFIRMED

Bear Stearns Asset Backed Securities Trust 2005-3
Asset-backed certificates

   Series      Class                 Rating
   ------      -----                 ------
   2005-3      A-1, A-3              AAA
   2005-3      M-1                   AA


BEATRICE BIODIESEL: Financial Woes Blamed for Chapter 11 Filing
---------------------------------------------------------------
Erik Larson of Bloomberg News reports that Beatrice Biodiesel LLC
filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Nebraska due to financial difficulties arising from
increased food prices.

"[Beatrice Biodiesel] was badly affected from high international
food prices driven by feedstock demands from the biofuels sector,"
Bloomberg quoted Peter Anderton, chief executive officer of Agri
Energy Ltd. in West Perth, Australia.  Agri Energy owns Beatrice
Biodiesel, the report notes.

After all cash resources were depleted at parent level, the
company is now asking for new financing so it can commence
production at its facility in Beatrice, Nebraska, the report says.

Bloomberg citing papers filed with the Court, says the company has
more than $100 million in assets, and debts of between $10 million
and $50 million.

Floods in Iowa and Illinois severely destroyed soybean plantation
of company this year, the report says.

Headquartered in Beatrice, Nebraska, Beatrice Biodiesel LLC --
http://www.beatricebiodieselcam.com/-- produces biofuels from
vegetable oil and animal fats as well as ethanol from sugar and
grains.


BEATRICE BIODIESEL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Beatrice Biodiesel, LLC
         722 Kinney Drive
         P.O. Box 726
         Beatrice, NE 68310

Bankruptcy Case No.: 08-41927

Business: Beatrice Biodiesel, LLC owns 100% of the Beatrice
           Biodiesel Project being developed near the town of
           Beatrice, 35 miles south of the state capital, Lincoln,
           Nebraska.

Chapter 11 Petition Date: August 21, 2008

Court: District of Nebraska (Lincoln Office)

Debtor's Counsel: John L. Horan, Esq.
                   Cline, Williams, Wright, Johnson
                   233 South 13th Street
                   1900 U.S. Bank Building
                   Lincoln, NE 68508
                   Tel: (402) 474-6900
                   Fax: (402) 474-5393
                   Email: jhoran@clinewilliams.com

Estimated Assets: $50 million - $100 million

Estimated Debts: $10 million - $50 million

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
Community Redevelopment                              Unknown
Authority of the City of
Nebraska
c/o Wells Fargo Bank, N.A.
Dissemination Agent
1248 "O" Street
Lincoln, NE 68310

Provista Renewable Fuels                             Unknown
Marketing
5500 Cenex Drive
Inner Grove Heights, MN
55077

Siemens Energy &                                     Unknown
Automation, Inc.
P.O. Box 91433
Chicago, IL 60693

NARSTCO Inc.                                         Unknown
300 Ward Road
Midlothian, TX 76065

Axens North America                                  Unknown
650 College Road East
Suite 1200
Princeton, NJ 08540

Echo Group, Inc.                                     Unknown
P.O. Box 336
Council Bluffs, IA 51502

BNSF Railway                                         Unknown
3110 Solutions Center
Chicago, IL 60677-3301

Alfa Laval Inc.                                      Unknown
P.O. Box 8500-52788
Philadelphia, PA 19178

JCI                                                  Unknown
P.O. Box 411114
Kansas City, MO 64141

Brown Minneapolis Tank                               Unknown
8301 Broadway Boulevard SE
Albuquerque, NM 87105

Nortstar Insulation                                  Unknown
1120 South 46th Street
P.O. Box 5354
Grand Forks, ND 58206

Aquila Inc.                                          Unknown
P.O. Box 4649
Carol Stream, IL
60197-4649

D.L. Ricci Corp.                                     Unknown
501 Moundview Drive
Red Wing, MN 55066

Franken Filtertechnik KG                             Unknown
P.O. Box 1201
50329 Huerth Germany

USA Tank Storage Systems                             Unknown
P.O. Box 506
Seneca, MO 64865

Biodiesel Analytical                                 Unknown
Solutions
2287 Oakhurst Drive
Delaware, OH 43015

Perry Products Corp.                                 Unknown
25 Mt. Laurel Road
P.O. Box 10
Hainesport, NJ 08036

NCS Equipment Inc.                                   Unknown
Div. of DAB Inc.
73779 Road 438
Bertand, NE 68927

Continental Alarm &                                  Unknown
Detection
P.O. Box 45977
Omaha, NE 68145-0977

Hall Technologies                                    Unknown
36 Douglas Ridge Close S.E.
Calgary, Alberta T2Z 2M2
Canada


BILTMORE CDO: S&P Assigns 'CC' Rating on 7 Classes of Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating on the class
A-1 notes issued by Biltmore CDO 2007-1 Ltd., a cash flow
collateralized debt obligation (CDO) of asset-backed securities
(ABS) transaction, to 'AA' from 'BBB-' and removed it from
CreditWatch negative. The revised rating reflects a financial
guarantee insurance policy on the class A-1 notes issued by MBIA
Insurance Corp. (AA/Negative/--).

Standard & Poor's inadvertently lowered its rating on the class A-
1 notes on Aug. 7, 2008, based on the transaction's available
credit support. S&P's action reinstates the 'AA' rating on the
class, which reflects the financial guarantee insurance policy.

RATING REVISED

Biltmore CDO 2007-1 Ltd.

             Rating
  Class     To     From
  -----     --     ----
  A-1       AA     BBB-/Watch Neg

OTHER OUTSTANDING RATINGS

Biltmore CDO 2007-1 Ltd.

   Class     Rating
   -----     ------
   A-2       CC
   A-3       CC
   A-4       CC
   B         CC
   C         CC
   D         CC
   E         CC

TRANSACTION INFORMATION

Issuer:              Biltmore CDO 2007-1 Ltd.
Co-issuer:           Biltmore CDO 2007-1 LLC
Collateral manager:  ING Clarion Capital LLC
Insurance provider:  MBIA Insurance Corp.
Transaction type:    Cash flow CDO of ABS


BOMBAY COMPANY: Court Confirms Amended Chapter 11 Plan
------------------------------------------------------
The Bombay Company Inc. said that it obtained a commitment from
the United States Bankruptcy Court for the Northern District of
Texas to sign a confirmation order approving the Debtor's amended
Chapter 11 plan, Bloomberg News reports.

All objections to the plan were resolved before the August 20
confirmation hearing, according to a person with knowledge of the
matter.

John Franks, director of AlixPartners LLP, disclosed that majority
of holders of Class 3 general unsecured claims and Class 4 Bombay
Gift Card Convenience claims accepted the plan.

                          Accepted                 Rejected
                      -------------------     ------------------
    Classes           Amount       Number     Amount      Number
    -------           -------------------     ------------------
    3                 $20,077,717  174        $161,295    6
    4                 $183,680     2,297      $44,722     613

A full-text copy of the AlixPartners' ballot tabulation summary is
available for free at http://ResearchArchives.com/t/s?3102

As reported in the Troubled Company Reporter on July 9, 2008, the
Court approved an amended disclosure statement explaining an
amended Chapter 11 plan of liquidation filed by the Debtor
together with the Official Committee of Unsecured Creditors, as
co-proponent, on July 2, 2008.  The Court held that the
proponents' amended disclosure statement contains adequate
information within the meaning of Section 1125 of the U.S.
Bankruptcy Code.

                       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 decor
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, showed total assets of $34,100,177 and total liabilities of
$31,780,942.


BOSCOV'S INC: Taps Klehr Harrison as Special Real Estate Counsel
----------------------------------------------------------------
Boscov's Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Klehr
Harrison Harvey Branzburg & Eller LLP, as their special real
estate counsel.

The Debtors assert that they need Klehr Harrison's services to
advise them with respect to:

    (a) their rights, powers and duties with respect to leases of
        real property; and

    (b) their rights, powers and duties related to any real estate
        issues that may arise in their Chapter 11 cases.

The Debtors' executive vice president Michael J. Hughes says
Klehr Harrison has considerable expertise in the field of
commercial real estate and commercial real estate finance.  He
discloses that the firm has historically represented Boscov's
Inc., and Boscov's Department Store LLC, in related matters.  The
firm has thus become "uniquely familiar" with the Debtors' real
estate affairs, he adds.

Klehr Harrison will bill the Debtors for its professionals'
services at these normal hourly rates:

      Professional                         Hourly Rate
      ------------                         -----------
      Stephan L. Cutler, Esq.                 $525
      Domenic E. Pacitti, Esq.                $450
      Heather Levine, Esq.                    $430
      Randi Rubin, Esq.                       $280
      Jennifer Kessler                        $195
      Melissa Hughes                          $150

Stephan L. Cutler, Esq., one of Klehr Harrison's partners,
disclosed that in the month preceding the Petition Date, the firm
has performed services and received compensation from the
Debtors.  As of July 31, 2008, the firm holds a general security
retainer for payment of professional fees and expense
reimbursements amounting to $214,565.  On August 1, 2008, the
firm applied $21,894 of the retainer for prepetition services,
which amount, it says is a good faith estimate of fees and
expenses of all services and fees the firm has recorded in its
billing system.  The firm will submit a reconciliation of actual
prepetition fees and expenses in the near future, Mr. Cutler
tells the Court.

Mr. Cutler assures the Court that his firm does not have any
adverse interest to the Debtors, their creditors, or any party-
in-interest, and is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                       About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637)
Daniel J. DeFranceschi, Esq. at Richards Layton & Finger and L.
Katherine Good, Esq. at Richards, Layton & Finger, P.A. represent
the Debtors in their restructuring efforts.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors disclosed estimated
assets of $500 million to $1 billion and estimated debts of
$100 million to $500 million.

(Boscov's Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSCOV'S INC: Commences Store Closing Sale on Ten Locations
-----------------------------------------------------------
A joint venture led by Gordon Brothers Group and Hilco Merchant
Resources LLC commenced strategic store closing sales for Boscov's
Department Stores to support the company's restructuring plan.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Boscov's Inc. and its affiliated debtors seek to close and
liquidate the inventory and other assets of 10 of their stores
located at:

    * Monroeville Mall, in Monroeville, Pennsylvania,
    * South Hills Village Mall, in Pittsburgh, Pennsylvania,
    * Oxford Valley Mall, in Langhorne, Pennsylvania,
    * Montgomery Mall, in North Wales, Pennsylvania,
    * Harrisburg East Mall, in Harrisburg, Pennsylvania,
    * Monmouth Mall, in Eatontown, NJ,
    * White Marsh Mall, in Baltimore, Maryland,
    * Marley Station Mall, in Glen Burnie, Maryland,
    * Owings Mills Mall, in Owings Mills, Maryland, and
    * Piedmont Mall, in Danville, VA.

The U.S. Bankruptcy Court for the District of Delaware approved
the sale and liquidation of inventory.  On Aug. 16, store closing
sales began in 10 Boscov's locations. Consumers will find
incredible savings on a huge assortment of quality, brand name
apparel and accessories for men, women and kids, and home
products, too.  Top brands include Nautica, Carters, Nike,
Oshkosh, Nine West, Sperry, Franc Sarto, Liz Claiborne, and Jones
New York, to name a few.

"Merchandise will be marked down to sell fast," Stephen Miller,
principal and managing director, Gordon Brothers Group, said.
"Everything must go.  The timing couldn't be better for consumers
looking to save a bundle on back-to-school clothing and
accessories, or to get a jump start on the holiday season."

"Consumers will find great values on everything from men's,
women's and children's apparel to consumer electronics and home
furnishings," Michael Keefe, president and CEO, Hilco Merchant
Resources, added.  "Many items will be discounted like never
before. Consumers who arrive at the start of the sale will
certainly have the best selection of products from which to
choose.  We don't expect this sale to last very long."

                        About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No.: 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  Daniel J. DeFranceschi,
Esq., and L. Katherine Good, Esq. at Richards, Layton & Finger,
P.A., serve as the Debtors' local Delaware counsel.  The Debtors'
financial advisor is Capstone Advisory Group and their investment
banker is Lehman Brothers Inc.  The Debtors' claims agent is
Kurtzman Carson Consultants, L.L.C.

Boscov's listed assets of $538 million and liabilities of $479
million in its bankruptcy filing.


CANADIAN TRUSTS: Court Drops Creditors' Appeal on Sanction Order
----------------------------------------------------------------
In a unanimous decision, the Ontario Court of Appeal dismissed on
Aug. 18, 2008, an appeal filed by about 30 corporate noteholders
of the June 5 order of the Honorable Justice Colin Campbell
sanctioning the Plan of Compromise and Arrangement proposed by the
Pan-Canadian Investors Committee for Third Party Structured Asset
Backed Commercial Paper for the Canadian ABCP under the Companies'
Creditors Arrangement Act.

The Troubled Company Reporter said that on June 18, the
noteholders questioned the legality of the broad range of the ABCP
Plan release provisions, under which parties that sold, brokered,
and endorsed the Affected ABCP are protected from lawsuits, except
in cases of fraud.

The three-judge appellate panel that reviewed the Sanction Order
was composed of Honorable Justices Robert A. Blair, J.I. Laskin,
and E.A. Cronk.

The Appellants are The Jean Coutu Group (PJC) Inc., Aeroports de
Montreal, Aeroports de Montreal Capital Inc., Domtar Inc., Domtar
Pulp and Paper Products Inc., Giro Inc., Interquisa Canada LP,
Labopharm Inc., Vetements de sport R.G.R. Inc., 131519 Canada
Inc., Air Jazz LP, Petrifond Foundation Company Limited,
Petrifond Foundation Midwest Limited, Services hypothecaires La
Patrimoniale Inc. Societe Generale de Financement du Quebec,
VibroSystM Inc., Redcorp Ventures Ltd, Jura Energy Corporation,
Ivanhoe Mines Ltd, Webtech Wireless Inc., Wynn Capital
Corporation Inc., Hy Bloom Inc., Cardacian Mortgage Services
Inc., West Energy Ltd, Sabre Energy Ltd., Petrolifera Petroleum
Ltd., Vaquero Resources Ltd., and Standard Energy Inc.
Appellants Air Transat A.T. Inc. and Transat Tours Canada Inc.
partially abandoned their Appeal when they entered into credit
facilities with National Bank of Canada for up to C$107.6 million,
or 75% of the nominal amount of Transat's ABCP holdings.

The Court of Appeal noted two principal questions for
determination on the Appeal:

    * As a matter of law, may a CCAA plan contain a release of
      claims against anyone other than the debtor company or its
      directors?

    * If the answer to that question is yes, did the application
      judge err in the exercise of his discretion to sanction the
      Plan as fair and reasonable given the nature of the releases
      called for under it?

Mr. Justice Blair held that the standard review of whether, as a
matter of law, a CCAA plan may contain third-party releases is
correctness.  Mr. Justice Blair stated that he does not give
effect to submissions made by the Appellants that a court has no
jurisdiction or legal authority under the CCAA to sanction a plan
that imposes an obligation on creditors to give releases to third
parties other than the directors of the debtor company.

On a proper interpretation, the Court of Appeal opined, the CCAA
permits the inclusion of third party releases in a plan of
compromise or arrangement to be sanctioned by the court where
those releases are reasonably connected to the proposed
restructuring.  "I am led to this conclusion by a combination of
(a) the open-ended, flexible character of the CCAA itself, (b)
the broad nature of the term "compromise or arrangement" as used
in the Act, and (c) the express statutory effect of the 'double-
majority' vote and court sanction which render the plan binding
on all creditors, including those unwilling to accept certain
portions of it," Mr. Justice Blair explained.

The CCAA is skeletal in nature, Mr. Justice Blair pointed out.
"It does not contain a comprehensive code that lays out all that
is permitted or barred.  Judges must therefore play a role in
fleshing out the details of the statutory scheme."

Mr. Justice Blair also maintained that the exercise of a
statutory authority requires the statute to be construed.  The
statute ought to be read as a whole, being mindful that the words
of the CCAA are to be read in their entire context, in their
grammatical and ordinary sense harmoniously with the scheme of
the CCAA, the object of the CCAA, and the intention of
Parliament, he said.  It is important that courts first interpret
the statute before them and exercise their authority pursuant to
the statute, before reaching for other tools in the judicial
toolbox, he added.

The Court of Appeal agree with Mr. Justice Campbell's Sanction
Order, noting that the restructuring of ABCP underpins the
financial viability of the Canadian ABCP market itself.

Mr. Justice Blair does not agree with the Appellants' argument
that Mr. Justice Campbell erred in treating the Plan and in
treating the proceedings as an attempt to restructure the
ABCP market rather than simply the affairs between the debtor
corporations who caused the ABCP Notes to be issued and their
creditors.  He opined that the Appellants' perspective is flawed
for two reasons:

    -- It reflects a view of the purpose and objects of the CCAA
       that is too narrow; and

    -- It overlooks the reality of the ABCP marketplace and the
       context of the restructuring in question.

The Court of Appeal acknowledged Mr. Justice Campbell's focus on
the effect of the restructuring, a perfectly permissible
perspective, given the broad purpose and objects of the CCAA.
"I see no error on the part of the application judge in
approaching the fairness assessment or the interpretation issue,
which provide the context in which the purpose, objects and
scheme of the CCAA are to be considered," Mr. Justice Blair
averred.

                      Compromise or Arrangement

While there may be little practical distinction between
"compromise" and "arrangement" in many respects, the two are not
necessarily the same, Mr. Justice Blair noted.  "Arrangement" is
broader than "compromise" and would appear to include any scheme
for reorganizing the affairs of the debtor, he clarified.

The CCAA is a sketch, an outline, a supporting framework for the
resolution of corporate insolvencies in the public interest, Mr.
Justice Blair said.  Parliament wisely avoided attempting to
anticipate the myriad of business deals that could evolve from
the fertile and creative minds of negotiators restructuring their
financial affairs, he added.  "I see no reason why a release in
favour of a third party, negotiated as part of a package between
a debtor and creditor and reasonably relating to the proposed
restructuring cannot fall within that framework."

Mr. Justice Blair, however, does not suggest that any and all
releases between creditors of a debtor company seeking to
restructure and third parties be made the main subject of a
compromise or arrangement between that debtor and its creditors.
"Nor do I think the fact that the releases may be 'necessary' in
the sense that the third parties or the debtor may refuse to
proceed without them, of itself, advances the argument in favour
of finding jurisdiction (although it may well be relevant in
terms of the fairness and reasonableness analysis). . .  The
release of the claim in question must be justified as part of the
compromise or arrangement between the debtor and its creditors."

In short, Mr. Justice Blair held, there must be a reasonable
connection between the third party claim being compromised in the
plan and the restructuring achieved by the plan to warrant
inclusion of the third party release in the plan.

Accordingly, Mr. Justice Blair found that the wording of the CCAA
supports the jurisdiction and authority of the Ontario Superior
Court to sanction the Plan, including the contested third-party
releases contained in it.

The Court of Appeal imparted that it would not interfere with Mr.
Justice Campbell's decision with regards to the fairness and
reasonableness of the Plan.  "In the absence of a demonstrable
error, an appellate court will not interfere."

While the notion of releases in favor of third parties --
including leading Canadian financial institutions -- that extend
to claims of fraud is distasteful, there is no legal impediment
to the inclusion of a release for claims based in fraud in a plan
of compromise or arrangement, Mr. Justice Blair elaborated.  He
affirmed that the Ontario Superior Court has concluded the
benefits of the Plan to the creditors as a whole and to the
debtor companies outweighed the negative aspects of compelling
the unwilling appellants to execute the releases as finally put
forward.

The Appellants all contend that the obligation to release the
third parties from claims in fraud, tort and breach of fiduciary
duty is confiscatory and amounts to a requirement that they -- as
individual creditors -- make the equivalent of a greater
financial contribution to the Plan, the Court of Appeal noted.
"All of these arguments are persuasive to varying degrees when
considered in isolation.  However, the Ontario Superior Court did
not have that luxury," Mr. Justice Blair said.  The Court of
Appeal affirm that Mr. Justice Campbell was required to consider
the circumstances of the restructuring as a whole, including the
reality that many of the financial institutions were not only
acting as Dealers or brokers of the ABCP Notes but also as Asset
and Liquidity Providers, with the financial institutions making
significant contributions to the restructuring in those
capacities.

"In insolvency restructuring proceedings almost everyone loses
something," Mr. Justice Blair held.

"Here, the debtor corporations being restructured represent the
issuers of more than $32-billion in non-bank sponsored ABCP
notes.  The proposed compromise and arrangement affects that
entire segment of the ABCP market and the financial markets as a
whole," Mr. Justice Blair said.  "In that respect, [Justice
Campbell] was correct in adverting to the importance of the
restructuring to the resolution of the ABCP liquidity crisis and
to the need to restore confidence in the financial system in
Canada."

The Court of Appeal affirmed that Mr. Justice Campbell did what
was required of him -- to consider and balance the interests of
all noteholders and not just the interests of those who launched
the Sanction Order Appeal, whose notes represent only about 3 per
cent of that total.

A full-text copy of the Court of Appeal's Dismissal of the ABCP
Sanction Order is available for free at:

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

                 Appellants Have to Make a Choice

The Appellants have a choice of accepting the ABCP Plan or taking
their case to the Supreme Court of Canada, Globe and Mail
reports.

Allan Sternberg, Esq., counsel for Appellant Hy Bloom, told Globe
and Mail that his client still has to decide whether to take his
Appeal a step further.  "There are cost consequences," Globe and
Mail quoted Mr. Sternberg as saying.  An appeal would likely cost
Hy Bloom more than $50,000, he added.

Howard Shapray, Esq., counsel for Appellant Ivan hoe Mines, said
he hasn't spoken with his client about another appeal.  "But it
is a fair expectation that somebody is going to apply for leave
to appeal," Mr. Shapray told Globe and Mail.  "It's an issue of
national importance, which is the primary ground the Supreme
Court of Canada looks to, and they also look to the issue of
whether there's a conflict at the appellate level, which we
clearly have in this case."

Pan-Canadian Committee chairman Purdy Crawford relayed to Globe
and Mail, "[A]ll we're doing is getting ready as soon as we
reasonably can to close this transaction.  We don't know whether
there will be an appeal or not.  If there is an appeal, we will
deal with it."  Mr. Crawford, however, did not comment whether
the ABCP restructuring could be completed if there is an
outstanding application to appeal, the news source cited.

"We don't want to play games with anybody," Mr. Crawford told
Globe and Mail.  "On the other hand, we have a lot of clients
that need their money, so we'll do the best we can to move this
forward as fast as possible."

According to the report, the Pan-Canadian Committee continues to
encourage "people who sold the paper to the potential appellants
to do whatever they can to arrive at a reasonable settlement with
them."

"The reality is that some of the [Appellants] are damn lucky they
didn't win the appeal here, because they begin to realize they'd
be a hell of a lot better off with the restructured paper," the
report quoted Mr. Crawford as saying.

            Smaller Investors Are Happy Over Decision

About 2,000 smaller investors are happy over the Court of Appeal
decision, stating that they are "one step closer" to recovering
their funds, Bloomberg News discloses.

"This is a good thing for the small individual investor in that
the likelihood of this matter even being heard by the Supreme
Court is unlikely," Murray Candlish, a retired hog farmer who
holds C$350,000 of ABCP, told Bloomberg through e-mail.

Brian Hunter, a Calgary oil and gas engineer who has become an
informal leader of the small investors, said, "I think we're done
here, and should be moving forward," according to Globe and Mail.

                 Pan-Canadian Committee Welcomes
                    Court of Appeal's Decision

The Pan-Canadian Investors Committee for Third-Party Structured
ABCP in a statement said it welcomed the unanimous decision of the
Ontario Court of Appeal, which affirmed the decision of the
Ontario Superior Court approving the Committee's Plan to
restructure $32-billion of third-party asset-backed commercial
paper.

The Court of Appeal agreed with the lower court's decision,
announced in early June, that the plan is fair and reasonable and
meets the criteria of the Companies' Creditors Arrangement Act.

The decision means that the Committee's restructuring plan,
which was approved by the overwhelming majority of affected
noteholders in April, can now move forward to completion.

Purdy Crawford, Chair of the Investors Committee stated, "Our
Committee is now in a position to put the final steps in place to
complete the restructuring plan and Noteholders can look forward
to the issuance of new notes and the establishment of a liquid
market for them.  Absent any further appeals, we expect the
restructuring to close by September 30, 2008."

                        About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

(Canadian ABCP Trusts Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CARBON CAPITAL: S&P Affirms BB Rating on Classes I, J Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 10
classes from Carbon Capital II Real Estate CDO 2005-1 Ltd. and
removed five from CreditWatch with negative implications.

The CreditWatch negative placements on classes F through J were
due to the failure of all three of the transaction's par value
coverage tests following the classification of two assets as
impaired collateral interests. The transaction has failed its par
value coverage tests for two consecutive payment periods, as
referenced in the note valuation reports issued in March and June.
The rating affirmations follow S&P's analysis of the transaction,
including an examination of the current credit characteristics of
the transaction's assets and liabilities. S&P will continue to
monitor the transaction for additional impaired collateral
interests, which may result in negative CreditWatch placements or
rating actions.

According to the trustee report dated July 31, 2008, the
transaction's current assets included 21 commercial real estate
loans ($399.5 million, 94%), as well as class L ($25 million, 6%)
from GS Mortgage Securities Corp. II's series 2007-EOP commercial
mortgage-backed securities (CMBS) pass-through certificates. The
commercial real estate loans include whole loans, junior
participations, subordinate B-notes, and mezzanine debt. The only
assets that represent concentrations of 10% or more of the total
assets are the Hilton Pittsburg ($49.6 million, 12%) and Lembi
Open Pool 8 ($43.4 million, 10%). Currently there are three
impaired collateral interests ($52.5 million, 12%):

      --- East Village ($22.8 million, 5%);

      --- MPH Mezzanine IV - Macklowe EOP/NYC Portfolio ($17.7
million, 4%); and

      --- Bermuda Dunes ($12 million, 3%).

The aggregate liabilities totaled $434.1 million as of the July 31
trustee report, down from $455 million at issuance. The $20.9
million reduction in the aggregate liabilities is due to the
reallocation of transaction's cash flows to pay down the balance
of class A, which is the most senior class, as a result of the par
value coverage test failures. The reallocation resulted in a
delevering of the transaction, which benefited the transaction.
However, interest to classes I and J was deferred during the same
payment periods as the par value coverage test failures. Standard
& Poor's rates both classes according to the ultimate payment of
interest, and at this time, S&P expects that both classes will
ultimately be repaid the deferred interest.

Excluding the three impaired collateral interests, S&P's analysis
indicates that the current asset pool exhibits weighted average
credit characteristics consistent with 'B-' rated obligations.
Standard & Poor's rates the CMBS asset, and S&P reanalyzed its
outstanding credit estimates for the other assets.

RATINGS AFFIRMED

Carbon Capital II Real Estate CDO 2005-1 Ltd.
Collateralized debt obligations

   Class    Rating
   -----    ------
   A        AAA
   B        AA
   C        A+
   D        A
   E        A-

RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH NEGATIVE

Carbon Capital II Real Estate CDO 2005-1 Ltd.
Collateralized debt obligations

                 Rating
   Class    To           From
   -----    --           ----
   F        BBB+         BBB+/Watch Neg
   G        BBB          BBB/Watch Neg
   H        BBB-         BBB-/Watch Neg
   I        BB+          BB+/Watch Neg
   J        BB           BB/Watch Neg


CENTRAL GARDEN: Gets NASDAQ Non-compliance Determination Letter
---------------------------------------------------------------
Central Garden and Pet Company received on Aug. 13, 2008, a Nasdaq
Staff Determination letter because it has delayed the filing of
its Form 10-Q for the quarter ended June 28, 2008, as its Audit
Committee completes a review of issues raised in a letter from a
company employee.

The company expects to file the Quarterly Report as soon as
practicable after the completion of the review.  The Audit
Committee's review is primarily related to whether a reserve
should have been established for the end of fiscal 2005 relating
to a customer dispute that was settled in early fiscal 2006.  The
filing of the Quarterly Report will enable the Company to become
current in its filing obligations.

The Nasdaq Staff Determination letter indicated that the Company
is not in compliance with Nasdaq Marketplace Rule 4310(c)(14)
because it did not timely file the Quarterly Report.  As a result,
unless the Company requests a hearing in accordance with Nasdaq
Marketplace Rules, the Company's securities would be delisted from
Nasdaq at the opening of business on Aug. 22, 2008.

The company intends to timely request a hearing before a Nasdaq
Listing Qualifications Panel to appeal the Nasdaq's Staff
determination, which will stay the delisting until the Panel has
reached a decision.  The decision is generally made in
approximately 60 days from the request. However, there can be no
assurance that the Panel will grant the Company's request for
continued listing of its Class A common and/or its common stock.

If the company files its quarterly report before the hearing or
the Panel's decision, it will once again be in compliance with the
Nasdaq Marketplace Rules and the potential delisting will be moot.

Headquartered in Walnut Creek, California, Central Garden & Pet
Company markets and produces lawn and garden products including
feeds, decorative outdoor products.  The company provides pet
brands and supplies.


CFM US: Allowed to Sell Indiana Real Property to Onward for $2MM
----------------------------------------------------------------
CFM U.S. Corp. and CFM Majestic U.S. Holdings, Inc. obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to sell its real property in Huntington, Indiana for
$2 million, William Rochelle writes for Bloomberg News.  The new
owner of the property is Onward Multi-Corp.

Mr. Rochelle notes that the current sale is not part of last
month's order approving the sale of substantially all of the
Debtors' assets.  The Troubled Company Reporter reported on July
1, 2008, that the Hon. Kevin J. Carey authorized the Debtors to
sell substantially all of their assets to Monessen Hearth Systems
Company and Vermont Castings Holding Company for $42.5 million,
free and clear of interests and liens, pursuant to an asset
purchase agreement dated June 23, 2008.

In May, the Debtors were also authorized to sell other assets for
$4.6 million to two buyers, according to Mr. Rochelle.

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for Chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.

The Debtors' Canadian affiliates filed protection under Companies'
Creditors Arrangement Act with the Ontario Court of Justice on
April 9, 2008.

The Debtors' exclusive rights to file a chapter 11 plan will
expire on Aug. 8, 2008.


CFM US: Court Extends Exclusive Plan Filing Period to October 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Oct 7, 2008 the exclusive period, within which CFM U.S.
Corp. and CFM Majestic U.S. Holdings, Inc. may file a chapter 11
plan, William Rochelle of Bloomberg News says.

                           About CFM

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.

The Debtors' Canadian affiliates filed protection under Companies'
Creditors Arrangement Act with the Ontario Court of Justice on
April 9, 2008.

The Debtors' exclusive rights to file a chapter 11 plan will
expire on Aug. 8, 2008.


CHANCELLOR GROUP: Court Dismisses Chapter 11 Case
-------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court for
Northern District of Texas issued an order dismissing the Chapter
11 case of Chancellor Group, and of its two operating
subsidiaries, Gryphon Production Company and Gryphon Field
Services.

The Company filed for bankruptcy protection in October 2007.  The
Debtor listed total prepetition assets of $6 million.

BankruptcyData.com, citing documents filed with the Securities and
Exchange Commission, on July 22, 2008, Chancellor Group entered
into a purchase and sale agreement with:

       -- Gryphon Production Company and Gryphon Field Services,
collectively acting as sellers, and

       -- Legacy Reserves Operating, acting as buyer, and

       -- Capwest Resources and Western National Bank, collectively
acting as the sellers' lenders.

The agreement, BankruptcyData.com relates, provides for the sale
of certain of the Debtors' oil and gas properties and other assets
for $13,250,000. The Company expects closing under the agreement
to occur in the week of August 25, 2008, BankruptcyData.com says.

                   About Chancellor Group

                       About Chancellor Group

Headquartered in Pampa, Texas, Chancellor Group Inc. (PNK:
CHAG.PK) -- http://www.thechancellorgroup.net/-- is in the
business of acquisition, exploration, and development of natural
gas and oil properties.  The company and two of its debtor-
affiliates filed for Chapter 11 protection on Oct. 30, 2007
(Bankr. N.D.Tex. lead Case No. 07-20512).  Bill Kinkead, Esq.
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against its creditors, they listed
total assets of $5,649,018 and total debts of $6,228,336.


CHATEAU SENIOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chateau Senior Services, LLC
         dba
         Brighten at Bryn Mawr
         956 E. Railroad Ave.
         Suite 201
         Bryn Mawr, PA 19010

Bankruptcy Case No.: August 20, 2008

Debtor-affiliates filing separate Chapter 11 petitions:

         Entity                                 Case No.
         ------                                 --------
Ambler Senior Services, LLC                    08-15319
Brighten Health Group, LLC                     08-15320
Church Lane Senior Services, LLC               08-15321
Julio Ribaudo Senior Services, LLC             08-15322
Winthrop House Senior Services, LLC            08-15324

Type of Business: Healthcare Business

Chapter 11 Petition Date: August 20, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: David B. Smith, Esq.
                   Smith Giacometti, LLC
                   270 West Lancaster Ave.
                   Building I
                   Malvern, PA 19355
                   Tel: (610) 407-7217
                   Fax: (610) 407-7218
                   Email: dsmith@sgclegal.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1 million to $10 million

Debtors' List of 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
Advantage Ambulance            Trade Debt            $23,917
Group, Inc.
4710 North 6th Street
Philadelphia, PA 19120

All Staffing, Inc.             Trade Debt            $221,619
100 West Ridge Street
Lansford, PA 18232-0219

American Medical Equipment     Trade Debt            $67,993
Inc.
691 Green Crest Drive
Westerville, OH 43081

Ceres Purchasing Solutions     Trade Debt            $128,409
PO Box 1386
Fort Smith, AR 72902

Dept. of Public Welfare,       Government            $1,726,000
Office of MA                   Contract
Programs- Attn: James
Williamson
Bureau of Long Term Care
Programs
1107 N. 7th Street
Harrisburg, PA 17102

DNA Ambulance                  Trade Debt            $17,705
PO Box 63416
Philadelphia, PA 19114

Healthcare Services Group,     Trade Debt            $461,188
Inc.
3220 Tillman Drive
Glenview Corp. Center,
Suite 300
Bensalem, PA 19020

Keystone Health Plan East      Trade Debt            $25,353
1901 Market Street, 40th Floor
Philadelphia, PA 19103

Keystone Quality Transport     Trade Debt            $28,954
P.O. Box 34647
Philadelphia, PA 19101-3464

Klehr Harrison Harvey          Trade Debt            $31,000
Branzburg & Ellers
260 South Broad Street
Philadelphia, PA 19102-5003
Philadelphia, PA 19102

Madsen, Inc.                                         $17,514
P.O. Box 406
Broomall, PA 19008-0406

Medline Industries, Inc.       Trade Debt            $200,592
P.O. Box 92301
Chicago, IL 60675-2301

Neighborcare                   Trade Debt            $1,206,049
P.O. Box 15326
Newark, NJ 07192

Peco Energy Company -          Utility Debt          $38,295.95
Electric
P.O. Box 7888
Philadelphia, PA 19101

Pennsylvania Manufacturers'     Trade Debt            $35,575
Assoc.
Insurance Co.
380 Sentry Parkway
Blue Bell, PA 19422

Protocol                       Trade Debt            $37,000
2659 Townsgate Road
Suite 203
Westlake Village, CA 91361-
2774

Rehab Care                     Trade debt            $34,752
Contract Therapy Division
P.O. Box 503534
Saint Louis, MO 63150-3534

Select Rehabilitation, Inc.    Trade Debt            $587,119
35338 Eagle Way
Chicago, IL 60678-1353

Tiffany Daye                   Civil Suit Debt       $42,500
5910 Cedar Avenue
Philadelphia, PA 19143

Transcare ML, Inc.                                   $22,210
306 West Central Avenue
Paoli, PA 19301

A copy of Ambler Senior Services, LLC's petition is available for
free at:

       http://bankrupt.com/misc/paeb08-15319.pdf

A copy of Brighten Health Group, LLC's petition is available for
free at:

       http://bankrupt.com/misc/paeb08-15320.pdf

A copy of Church Lane Senior Services, LLC  's petition is
available for free at

       http://bankrupt.com/misc/paeb08-15321.pdf

A copy of Julio Ribaudo Senior Services, LLC 's petition is
available for free at

       http://bankrupt.com/misc/paeb08-15322.pdf

A copy of Winthrop House Senior Services, LLC 's petition is
available for free at

       http://bankrupt.com/misc/paeb08-15324.pdf


CHEROKEE INT'L: Posts $600,000 Net Loss in Quarter Ended June 29
----------------------------------------------------------------
Cherokee International Corporation disclosed its financial results
for the second quarter ended June 29, 2008, marked by record
global sales and further improvement in its gross margins.

Net loss for the second quarter of 2008 was $600,000.  Included in
these results is a non-cash impairment charge, related to the
company's European operation, for goodwill under SFAS 142 of $1.1
million, and a non-cash $1.7 million charge for a valuation
allowance against the company's European deferred tax assets, as
required by SFAS No. 109.  Net of these non-recurring items, the
company had non-GAAP net income for the second quarter of 2008 of
$2.2 million.  The company reported a GAAP net loss of
$1.7 million for the second quarter of 2007, and GAAP net income
of $12 thousand for the first quarter of 2008.

Net sales for the second quarter of 2008 were $40.5 million, up
37% compared to $29.6 million for the second quarter ended July 1,
2007.  Sequentially, net sales for the second quarter of 2008 were
up $5.8 million or 17% when compared to $34.7 million for the
first quarter of 2008.

The company's backlog at June 29, 2008 was $54.1 million compared
with $47.6 million at July 1, 2007.  The book to bill for the
second quarter of 2008 was 0.98 to 1.00, compared to 0.94 to 1.00
for the second quarter of 2007.

"We experienced continued improvement in our operating results, in
which sales, gross margin, and operating profit all improved
significantly and continue on a positive trend," Jeffrey M. Frank,
Cherokee's President and Chief Executive Officer, said.  "We were
pleased to report non-GAAP net income of $2.2 million or $0.11 per
share, net of the non-recurring items.  We continue to experience
improved gross margin and operating leverage through increased
production levels at our China facility."

Gross profit for the second quarter of 2008 was $11.3 million, up
104%, or $5.8 million, compared to $5.6 million for the same
period in 2007, and up 31% sequentially from the first quarter of
2008.  Gross profit was higher sequentially during the second
quarter due primarily to higher net sales from existing programs
along with the continued introduction of new programs.

Gross margin increased to 28.0% for the second quarter of 2008, up
from the 18.8% realized in the second quarter of 2007 and up
sequentially from 24.9% in the first quarter of 2008.  Gross
margins improved due primarily to increased production volumes in
China, the introduction of new models and better overall volumes
of products.

Operating expenses were $9.5 million for the second quarter of
2008.  Excluding the non-cash impairment charge for goodwill of
$1.1 million, operating expenses, on a non-GAAP basis, were
$8.4 million for the second quarter of 2008.  This compares to
GAAP operating expenses of $8.1 million for the second quarter of
2007, and $8.1 million for the first quarter of 2008 on a GAAP
basis.  As a percentage of sales, operating expenses were 23.5% on
a GAAP basis and 20.7% net of non-recurring items.  This compares
to GAAP operating expenses as a percentage of sales of 27.2% in
the second quarter of 2007 and 23.3% sequentially for the first
quarter of 2008.

Operating income increased by $4.3 million to $1.8 million for the
second quarter of 2008 compared to a loss of $2.5 million in the
second quarter of 2007.  Excluding the non-cash impairment charge
for goodwill of $1.1 million, non-GAAP operating income increased
by $5.4 million to $2.9 million.  This compares to a GAAP
operating loss of $2.5 million for the second quarter of 2007.
GAAP operating margin for the second quarter of 2008 increased to
4.5% income from an 8.5% loss in the prior year period.  On a non-
GAAP basis, the operating margin was 7.2% for the second quarter
of fiscal 2008, net of non-recurring items.

"Overall, we experienced anywhere from 20% to 40% growth in each
of our markets, and more importantly, a 104% increase in gross
profit over the second quarter last year," Mr. Frank added.

For the six months ended June 29, 2008, net sales increased
approximately 26.3%, or $15.7 million, to $75.3 million, compared
to $59.6 million for the same period in 2007.  Gross profit
increased by 77.3%, or $8.7 million, to $20.0 million compared to
$11.3 million for the six months ended July 1, 2007.  Gross margin
for the six months ended June 29, 2008 increased to 26.5% from
18.9% in the prior year period.  Operating income on a GAAP basis
increased by $7.0 million to $2.4 million for the six months ended
June 29, 2008, compared to an operating loss of $4.6 million for
the same period in 2007.  Excluding the non-cash impairment charge
for goodwill of $1.1 million, non-GAAP operating income for the
six months ended June 29, 2008 increased to $3.5 million.

Net loss for the six months ended June 29, 2008 was $0.6 million.
Excluding the non-cash impairment charge for goodwill of
$1.11 million and the non-cash valuation allowance charge of
$1.7 million, non-GAAP net income for the six months ended June
29, 2008 was $2.2 million.  This compares to a GAAP net loss of
$3.7 million for the six months ended July 1, 2007.

At June 29, 2008, the company's balance sheet showed total assets
of $95.8 million and total debts of $83.9 million, resulting in a
stockholders' equity of $11.8 million.

Based in Tustin, California, Cherokee International Corp.
(NASDAQ:CHRK) -- http://www.cherokeellc.com/-- is a designer
and manufacturer of a range of switch mode power supplies for
original equipment manufacturers in the telecommunications,
networking, high-end workstations and other electronic equipment
industries.  The company has offices and manufacturing plants in
Tustin and Irvine, California, Wavre, Belgium, Bombay, India,
Guadalajara, Mexico, and Penang, Malaysia.

                          Going Concern Doubt

Mayer Hoffman McCann P.C. in Orange County, California,
expressed substantial doubt about the company's ability to
continue as a going concern after auditing the consolidated
financial statements of Cherokee International Corporation and
subsidiaries as of Dec. 30, 2007, and Dec. 31, 2006.  The
company's management anticipates that there will be insufficient
cash balances available to repay the outstanding debt at its
maturity.


CHOCTAW RESORT: Moody's Rates Two Senior Notes Ba3
--------------------------------------------------
Moody's Investors Service downgraded Choctaw Resort Development
Enterprise's corporate family rating, probability of default
rating and debt ratings to Ba3 from Ba2.  The rating outlook was
also changed to negative from stable.  The rating actions reflect
Choctaw Resort's poor year-to-date operating performance, increase
in financial leverage and reducing leeway under a financial
covenant, as well as the risk of further EBITDA erosion in the
near term, due to the combined impact of the weak economy and
competitive challenges in Moody's opinion.

Ratings downgraded to Ba3 from Ba2:

   -- Corporate Family Rating

   -- Probability of Default Rating

   -- Senior Unsecured Notes due 2019 (LGD assessment revised to
      LGD4/56% from LGD4/57%)

   -- Senior Secured Term Loan due 2011 (LGD assessment revised to
      LGD3/42% from LGD3/44%)

Moody's believes that challenging economic conditions in central
Mississippi and high gas prices, as well as the competition of
renovated facilities in the Gulf Coast resulted in lower
visitation to the Choctaw Resort's properties, significantly
weaker revenues and EBITDA in the first nine months of fiscal year
ended September 30, 2008.  While the Enterprise's financial
metrics as of June 30, 2008 were still solid for the "Ba"
category, as illustrated by total debt/EBITDA of less than 3
times, Choctaw Resort's financial profile has deteriorated over
recent months and is expected to remain pressured in the near
term.  Additionally, the rating agency cautions that the leeway
under the total leverage covenant of the loan agreement has
materially reduced.

The negative outlook reflects the risk of further EBITDA
deterioration, which could make the total leverage covenant test
more challenging in the near term, despite anticipated optional
repayments under the term loan through the use of unrestricted
cash.  Should the new management team's strategy, which aims at
repositioning Choctaw Resort's properties towards the high-end
destination segment, be successful and EBITDA level off, the
rating outlook could return to stable.

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations.  It owns and operates in central
Mississippi the Silver Star Hotel and Casino and the Golden Moon
Hotel and Casino, which commenced operations in 1994 and 2002,
respectively.


CIRTRAN CORPORATION: June 30 Balance Sheet Upside-Down by $773,654
------------------------------------------------------------------
CirTran Corporation's balance sheet at June 30, 2008, showed total
assets of $14,638,907 and total liabilities of $15,412,561,
resulting in a stockholders' deficit of $773,654.

CirTran reported a loss from operations for the second quarter
ended June 30, 2008, of $991,052, an improvement of 19% over its
operating loss of $1,226,983 for the second quarter of 2007.

CirTran also reported sales for 2008's second quarter of
$4,200,000, a 47% increase over sales of $2,878,156 for the same
period in 2007, and also a 48% increase in quarter-over-quarter
sales of $2,800,000 million for the first quarter of fiscal 2008.
Sales for the six months ended June 30, 2008, were $7,100,000, a
37% improvement over sales of $5,100,000 for the first half of
fiscal 2007.

The company has sustained losses of $723,013 and $3,546,411 for
the six months ended June 30, 2008, and 2007.  As of June 30,
2008, the company had an accumulated deficit of $30,137,216.  In
addition, the company used, rather than provided, cash in its
operations in the amount of $2,709,966 and $1,660,480 during the
six months ended June 30, 2008 and 2007.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern.

                 Liquidity and Financing Arrangements

The company has a history of substantial losses from operations,
and of using rather than providing cash in operations.  During the
first half of 2008, the company has used, rather than provided,
cash in our operations.  As of June 30, 2008, its monthly cash
operating costs plus interest expense payable in cash averaged
approximately $250,000 per month.

In conjunction with its efforts to improve its results of
operations the company is also seeking infusions of capital from
investors, and is seeking sources to repay its existing
convertible debentures.  In its current financial condition,
it is unlikely that it will be able to obtain additional debt
financing at a reasonable cost.  Even if the company did acquire
additional debt, it would be required to devote additional cash
flow to servicing the debt, and either securing the debt with
assets, or paying a premium cost.  Accordingly, the company is
looking to obtain equity financing to meet its anticipated capital
needs.  There can be no assurance that it will be successful in
obtaining such capital.  If it issues additional shares for equity
or in connection with debt, this will dilute the value of its
common stock and existing shareholders' positions.

There can be no assurance that it will be successful in obtaining
more debt and equity financing in the future or that its results
of operations will materially improve in either the short or the
long term.  If the company fails to obtain the financing and
improve its results of operations, it will be unable to meet
its obligations as they become due.  That would raise substantial
doubt about its ability to continue as a going concern.

                      About CirTran Corporation

Headquartered in Salt Lake City, Utah, CirTran Corporation (OTC
BB: CIRC) -- http://www.CirTran.com/-- is an international, full-
service contract manufacturer.  CirTran's operations include:
CirTran-Asia, a subsidiary with principal offices in ShenZhen,
China, which manufactures high-volume electronics, fitness
equipment, and household products for the multi-billion-dollar
direct response industry; CirTran Online, which offers products
directly to consumers through major retail web sites, and CirTran
Beverage, which has partnered with Play Beverages LLC to introduce
the Playboy Energy Drink(TM).


CLAYMONT STEEL: Moody's Withdraws B3 Rating on Sr. Unsecured Note
----------------------------------------------------------------
Moody's Investors Services  withdrawn all of its ratings for
Claymont Steel, Inc including the B3 (LGD 5; 75%) senior unsecured
note rating, the B2 probability of default rating, the B2
corporate family rating, and the SGL-1 liquidity rating.

Claymont Steel Inc.'s existing rated debt has been repaid after
its acquisition by Evraz Group S.A.


CONSTELLATION COPPER: Cash Liquidity Woes Cues Possible Bankruptcy
------------------------------------------------------------------
Constellation Copper Corporation stated that it may consider
filing for legal protection from its creditors in both Canada and
the United States if cash liquidity problems can not be resolved.

At June 30, 2008, the company's balance sheet showed total assets
of C$61.2 million and total liabilities of C$99.0 million,
resulting in a stockholders' deficit of approximately C$37.8
million.

The company indicated that there is significant doubt about the
company's ability to continue as a going concern.  The company
continues to pursue various near term financing alternatives,
including bank financing, equity investment, mergers, and sale of
certain assets or sale of the entire company.

On March 31, the company said that approximately C$1.9 million of
interest due on March 31, 2008, on its C$69 million convertible
unsecured senior debentures has not been paid, resulting in a
default under the terms of the convertible debentures.

The outstanding principal and accrued interest on the convertible
debentures is C$68,310,000 and C$2,820,000 as of June 30, 2008.

Computershare Trust Company of Canada, the trustee under the
indenture governing the convertible debentures, has been notified
of the Event of Default.

In addition to not paying interest on its convertible debentures
and only paying a portion of forward sales settlements, the
company has been unable to pay many of its vendor obligations when
they were originally due, which may eventually result in vendors
requiring payment before delivery of goods and services necessary
to continue operations.  The company, however, has made
substantial progress in reducing its vendor payables.

On July 28, Glencore International AG and Jaguar Financial
Corporation and four holders representing over two-thirds of
Constellation Copper Corporation's outstanding convertible
unsecured senior debentures have entered into a letter agreement
for a proposed restructuring of the company.  The letter agreement
has been provided to Constellation and has been forwarded to the
special committee of the board of directors for their review and
response. Todate, no update has been provided on this matter.

Glencore-Jaguar and the Debenture Holders have indicated that this
restructuring is subject to certain conditions, including
satisfactory completion of due diligence which will begin soon as
possible.

                              Delisting

In July 2008, the company was notified by the Toronto Stock
Exchange that the TSX had further extended their review of the
common shares of the company with respect to meeting the continued
listing requirements until Sept. 1, 2008.  The TSX has advised the
company that the reason for this review is that it believes the
financial condition and operating results of the company do not
meet the continued listing requirements under sections 709 and
710(a)(i) of the TSX Company Manual and the price of the company's
securities have been reduced so as not to warrant continued
listing pursuant to section 711 of the TSX Company Manual.

                   About Constellation Copper

Headquartered in Lakewood, Colorado, Constellation Copper
Corporation (CCU: TSX) -- http://www.constellationcopper.com/--
evaluates and develops mineral properties in the United States and
Mexico.  The company holds its properties primarily through three
of its wholly owned subsidiaries, Lisbon Valley Mining Co. LLC,
Minera Terrazas S.A. de C.V. and San Javier del Cobre S.A. de C.V.
LVMC operates the Lisbon Valley copper mine, which comprises three
main deposits: Sentinel, Centennial and GTO, plus the Cashin
satellite deposit, with reserves and resources totaling +50
million tons and grading an average 0.48% copper.  Minera Terrazas
holds the company's interest in the Terrazas zinc-copper project
located in north- central Mexico.  The property has a total
resource of 90 million tonnes grading 1.37% zinc and 0.32% copper
in two adjacent deposits.  San Javier del Cobre S.A. de C.V. holds
the company's interest in the San Javier copper property located
in northwestern Mexico.

Constellation Copper Corporation's balance sheet at March 31,
2008, showed total assets of $65.6 million and total liabilities
of $105.0 million, resulting in a total shareholders' deficit of
$39.4 million.

                         Going Concern

As reported in the Troubled Company Reporter on Jan. 15, 2008,
the company related that there is significant doubt about its
ability to continue as a going concern.  The cash balance of
$10.87 million at September 30, has been reduced further to
approximately $3.20 million at Dec. 31, 2007, and in order to
provide liquidity, the company is pursuing various near term
financing alternatives, including bank financing, equity
investment, mergers, and sale of certain assets or sale of the
entire company.

In late November 2007, as a result of a comprehensive management
evaluation of Lisbon Valley operations, the company disclosed its
decision to cease mining and crushing activities and convert the
Lisbon Valley mine to a leach only operation in early 2008.

The evaluation included analyses of various mining plans, waste
stripping requirements, contract mining arrangements, available
mining equipment, projected copper prices and extensive operating
cost and cash flow projections.  In connection with the evaluation
and conversion to a leach only operation, the company recorded an
asset impairment of $92.9 million.


DANA CORP: Posts $140 Million Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Dana Holding Corporation (NYSE: DAN) announced its second-quarter
2008 results.

Second-quarter highlights include:

      -- Sales of $2,333 million, a 2-percent increase compared to
         2007, primarily because of currency effects;

      -- Net loss of $140 million, including an $82 million non-
         cash impairment charge.  This compares to a net loss of
         $133 million in the second quarter of 2007;

      -- Earnings before interest, taxes, depreciation,
         amortization, and restructuring (EBITDA) of $128 million,
         compared with $143 million in 2007;

      -- Strong cash balance of $1.2 billion and total liquidity
         of $1.6 billion at June 30, 2008; and

      -- Free cash flow of $38 million.

               Dana Making Progress in Turnaround

"We are making progress in our turnaround despite unprecedented
headwinds in North America," said Executive Chairman John Devine.
"The combination of much lower production volumes and higher steel
costs has put considerable pressure on our 2008 operating
results."

"But we are working to offset these challenges through pricing,
additional restructuring, and cost reductions," he added.  "And we
remain focused on our game plan to turn around Dana by rebuilding
the management team, improving operations, tightening our
strategic direction, and employing a strong balance sheet."

Added Chief Executive Officer Gary Convis, "For the near term, we
continue to scale our North American operations -- through
facility consolidations and workforce reductions -- to reflect a
market that's very different than what was expected just six
months ago.  This will necessitate the reduction of approximately
3,000 positions over the course of 2008, including the planned
reduction of 500 salaried positions announced last week.  At the
same time, we are experiencing modest employment growth in the
markets where our business is performing better.

"Longer term, we're picking up speed with introducing what is
essentially a new way of managing our business, manufacturing
our products, and measuring our performance worldwide," he added.
"The new Dana Operating System is already enabling our people to
drive improved product quality, customer satisfaction, and
financial performance."

                         Business Highlights

Total EBITDA of $128 million in the second quarter was $15 million
below 2007 results for the same period.  This primarily reflected
higher steel costs of $25 million (net of recovery actions), lower
North American production of $22 million, unfavorable currency
effects of $26 million, and reduced non-steel pricing of
$6 million.  These negative developments were partially offset by
cost savings of $64 million.

At June 30, 2008, cash balances remained strong at $1.2 billion,
with available global liquidity of $1.6 billion.  Free cash flow
was $38 million for the second quarter, which was largely achieved
through reduced working capital of $69 million during the period.

                        Six-Month Results

Sales for the six months ended June 30, 2008 were $4,645 million
which compares to $4,434 million for the same period in 2007.  For
the first six months of 2008, the company reported net income of
$545 million compared to a net loss of $225 million for the same
period in 2007.  The six-month 2008 results include a net gain of
$754 million recognized in connection with the company's emergence
from bankruptcy and application of fresh start accounting in
January.

EBITDA of $275 for the first six months of 2008 improved from the
$247 million for the same period in 2007, as cost reduction
actions initiated during the first half of 2008, combined with
previously achieved annual cost savings and pricing improvements
more than offset the earnings reduction attributable to lower
North American production levels and higher steel costs.

                     Dana Holding Corporation
               Unaudited Consolidated Balance Sheet
                       As of June 30, 2008

ASSETS

CURRENT ASSETS
    Cash and cash equivalents                      $1,191,000,000
    Restricted cash                                             0
    Accounts receivable
     Trade, net of $23,000,000 allowance            1,431,000,000
     Other                                            295,000,000
    Inventories
     Raw materials                                    401,000,000
     Work in process and finished goods               640,000,000
    Assets of discontinued operations                           0
    Other current assets                              147,000,000
                                                   --------------
       Total current assets                         4,105,000,000

    Goodwill                                          248,000,000
    Intangibles                                       649,000,000
    Investments and other assets                      269,000,000
    Investments in affiliates                         172,000,000
    Property, plant and equipment, net              2,039,000,000
                                                  ---------------
    Total Assets                                   $7,482,000,000
                                                  ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Notes payable, including current portion
    of long-term debt                                 $62,000,000
    Debtor-in-possession financing                              0
    Accounts payable                                1,203,000,000
    Accrued payroll and employee benefits             265,000,000
    Liabilities of discontinued operations                      0
    Taxes on income                                   160,000,000
    Other accrued liabilities                         501,000,000
                                                   --------------
       Total current liabilities                    2,191,000,000

Liabilities subject to compromise
    Deferred employee benefits
    and other non-current liabilities                 879,000,000
    Long-term debt                                  1,318,000,000
    Minority interest in consolidated subsidiaries    115,000,000
    Commitments and contingencies                               0
                                                   --------------
       Total liabilities                            4,503,000,000

Shareholders' Equity:
Preferred Stock, Series A                            242,000,000
Preferred Stock, Series B                            529,000,000
Common stock                                           1,000,000
Prior Dana common stock                                        0
Additional paid-in capital                         2,310,000,000
Retained earnings (deficit)                         (177,000,000)
Accumulated other comprehensive income                74,000,000
                                                   --------------
    Total stockholders' equity                      2,979,000,000
                                                   --------------
Total Liabilities & Stockholders' Equity          $7,482,000,000
                                                   ==============

                     Dana Holding Corporation
        Unaudited Consolidated Statement of Operations
               For Three Months Ended June 30, 2008


Net sales                                         $2,333,000,000
Costs and expenses
    Cost of sales                                   2,206,000,000
    Selling, general and administrative expenses       84,000,000
    Amortization of intangibles                        19,000,000
    Realignment charges, net                           40,000,000
    Impairment of goodwill                             75,000,000
    Impairment of intangible assets                     7,000,000
    Other income, net                                  20,000,000
                                                   --------------

Loss from continuing operations before interest,
reorganization items and income taxes                (78,000,000)
Interest expense                                      35,000,000
Reorganization items, net                             12,000,000
                                                   --------------
Loss from continuing operations
before income axes                                  (125,000,000)

Income tax expense                                   (12,000,000)
Minority interests                                    (3,000,000)
Equity in earnings of affiliates                       2,000,000
                                                   --------------
Loss from continuing operations                     (138,000,000)

Loss from discontinued operations                     (2,000,000)
                                                   --------------
Net income (loss)                                  ($140,000,000)
                                                   ==============

                     Dana Holding Corporation
           Unaudited Consolidated Statement of Cash Flows
                For Three Months Ended June 30, 2008

OPERATING ACTIVITIES:
Net income                                         ($140,000,000)
Depreciation and amortization expense                 72,000,000
Amortization of intangibles                           23,000,000
Amortization of inventory valuation                            0
Amortization of deferred financing charges
  and original issue discount                           7,000,000
Impairment of goodwill and other intangible assets    82,000,000
Non-cash portion of U.K. pension charge                        0
Minority interest                                      3,000,000
    Reorganization:
     Gain on settlement of liabilities
     subject to compromise                                      0
     Payment of claims                                 (9,000,000)
     Reorganization items net of cash payments         (5,000,000)
     Fresh start adjustments                                    0
     Payments to VEBAs                                          0
    Loss on sale of businesses and assets                       0
    Changes in working capital                         69,000,000
    Other, net                                        (26,000,000)
                                                    -------------
    Net cash provided by
     (used for ) operating activities                  76,000,000
                                                    -------------

INVESTING ACTIVITIES:
Purchase of property, plant and equipment           ($47,000,000)
Proceeds from sale of businesses and assets                    0
Change in restricted cash                                      0
    Other adjustments                                 (12,000,000)
                                                    -------------
    Net cash provided by
    (used for) investing activities                  ($59,000,000)
                                                    --------------

FINANCING ACTIVITIES:
Proceeds from (repayment of) DIP  facility                     0
Net change in short-term debt                        (81,000,000)
Payment of DCC Medium Term Notes                               0
Proceeds from Exit Facility Debt                               0
Original issue discount fees                                   0
Deferred financing fees                               (1,000,000)
Repayment of Exit Facility Debt                       (3,000,000)
Issuance of Series A and Series B preferred stock              0
Preferred dividends paid                             (11,000,000)
Other adjustments                                     (7,000,000)
                                                    -------------
      Net cash provided by
      (used for) financing activities                (103,000,000)
                                                    -------------

Net (decrease) in cash and cash equivalents          (86,000,000)

Cash and cash equivalents, beginning of period     1,283,000,000
Effect of exchange rate changes on cash balances      (6,000,000)
Net change in cash of discontinued operations                  0
                                                   --------------
Cash and cash equivalents, end of period          $1,191,000,000
                                                   ==============

                          About DANA

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in the
Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of June 30,
2008, the Debtors listed $7,482,000,000 in total debts, resulting
in $2,979,000,000 in total shareholders' deficit.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl
E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at Miller
Buckfire & Co., LLC, served as the Debtors' financial advisor and
investment banker.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represens the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP served as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC served as counsel to the Official Committee of Non-
Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  Judge Burton Lifland
of the U.S. Bankruptcy Court for the Southern District of New York
entered an order confirming the Third Amended Joint Plan of
Reorganization of the Debtors on Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on the Plan
Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA FINANCIAL: Has Until Sept. 19 to File Chapter 11 Plan
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extended on August 18, 2008, the exclusive rights of Delta
Financial Corp. and its debtor-affiliates to file a plan of
reorganization through September 19, 2008, and solicit and obtain
acceptances of that plan through November 21, 2008.

According to David B. Stratton, Esq., at Pepper Hamilton LLP, in
Wilmington, Delaware, the Debtors and the Official Committee of
Unsecured Creditors are continuing to negotiate and draft the
terms of a proposed plan of liquidation and review the claims
filed against the Debtors' estates.

Mr. Stratton says while the plan process is moving forward, the
Debtors and the Committee must first resolve complex inter-
company issues that are integral to the Plan.  The parties, he
says, are sill working on developing the parameters of an inter-
company settlement that will benefit the interests of the
Debtors' creditors and the Debtors' estates.  Once those issues
are settled, the parties will then finalize the Plan, he informs
the Court.

A two-month extension of the exclusivity periods is warranted
because among other things, the Debtors' Chapter 11 cases are
large and complex, and although the plan negotiation process is
moving forward, the parties have not yet finalized the Plan
Documents, Mr. Stratton avers.

According to Mr. Stratton, the Debtors have also made good
progress in their Chapter 11 cases by initially dedicating the
majority of their time to marketing and selling their assets,
minimizing estate claims and dealing with issues related to their
leased locations, and the Debtors' management have focused on
responding to the many time-consuming demands related to their
bankruptcy cases.

In addition, Mr. Stratton notes the Debtors are paying their
bills as they become due and they have sufficiently liquidity to
continue paying those bills.

The Debtors' extension request is not a negotiation tactic but it
will permit them to continue their consensual settlement
discussions with parties-in-interest, including the Creditors
Committee, which would lead to a viable plan of liquidation,
Mr. Stratton relates.

Mr. Stratton assures the Court that no party-in-interest will be
harmed by the Debtors' request because it will not prejudiced the
right of any party to request a termination of the exclusivity
for cause at any time under Section 1121(d) of the Bankruptcy
Code.

The Court earlier approved the Debtors' second request for an
extension, extending their Plan Proposal Period to July 25, 2008,
and Exclusive Solicitation Period to September 26, 2008.

                          AG Delta Objects

AG Delta Holdings, LLC, asks the Court to deny the Debtors' 3rd
motion to extend their Exclusivity Periods.

Christopher P. Simon, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, contends that the Debtors' cases are neither large nor
particularly complex.  He says claimants have filed only 407
claims totaling $500,000,000 and the Debtors need to engage with
only a limited number of stakeholders to negotiate a plan of
reorganization.

Mr. Simon asserts that the Debtors are not operating or seeking
to reorganize their businesses.  Rather, he says, the Debtors are
conducting a simple-staged liquidation.

The Debtors have not made significant progress towards a plan of
reorganization, Mr. Simon further contends.  He says the Debtors
and the Creditors Committee have not developed the parameters of
an inter-company settlement.  There is no evidence that the
Debtors will successfully formulate a plan of reorganization, he
adds.

According to Mr. Simon, the ongoing delay in confirming a plan of
reorganization is eroding the value from the Debtors' estate.  He
notes that the Debtors have paid no less than $3,000,000 for
administrative expenses.  The Debtors will not be creating any
going concern value to offset the mounting costs because the
cases are a staged liquidation, he adds.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).  The Debtors' petition listed D.B. Structured Products
Inc. as their largest unsecured creditor holding a $19,500,000
claim.

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors have asked for further extension to their exclusive
plan filing period through July 25, 2008, and solicit and obtain
acceptances of that plan, through Sept. 26, 2008.  (Delta
Financial Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Wants Delta Residual's $82MM Claim Pegged at $0
----------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates asked the United
States Bankruptcy Court for the District of Delaware to peg the
$82,000,000 claim of Delta Residual Exchange Co., LLC, at zero,
for purposes of voting on confirmation of a plan, as well as
establishing an amount that the Liquidating Trust must reserve for
future distributions to holders of allowed general unsecured
claims.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, says Delta Residual's claim relates to a lawsuit it
commenced in the Supreme Court of New York, asserting
$110,000,000 in damages on account of its supposed loss resulting
from an alleged misstatement by Delta Financial Corporation in an
exchange offer of the value of certain excess cashflow
certificates.

Mr. Stratton relates that in August 2001, in an effort to address
its then-existing liquidity concerns, DFC closed an exchange
offer transaction in which holders of DFC's secured notes chose
voluntarily, after conferring with independent financial and
legal advisors, to exchange their notes for membership interests
of Delta Residual, whose assets were comprised primarily of
excess cashflow certificates.  He notes that Delta Residual bases
its claim here on a supposed promise from DFC that the excess
cashflow certificates were worth $150,000,000 when their real
values were $80,000,000 less.  Mr. Stratton further notes that
according to Delta Residual, the difference is a loss against
which DFC supposedly agreed to indemnify Delta Residual.

Contrary to Delta Residual's current assertions, at the time of
the exchange offer, DFC did not guarantee that the excess
cashflow certificates had any particular value at all, much less
$150,000,000, which was essentially the face amount of the
secured notes being tendered, Mr. Stratton asserts.  The absence
of the promise is clear from the documents, he says.  In
addition, DFC would never make the promise because if the excess
cashflow certificates generated sufficient cashflow that DFC
could guarantee a present value of $150,000,000, then DFC would
(a) not have needed to conduct the exchange offer and (b) have
grossly overpaid for the notes, since the market value of the
notes at the time of the exchange offer was about $0.20 to $0.30
on the dollar -- or $30,000,000, to $45,000,000.

Mr. Stratton further relates that DFC only estimated the future
cashflows for the certificates being exchanged, and retained one
certificate.  He says a few months after closing the exchange
offer, as a result of the terrorists attacks on September 11,
2001, and declining interest rates, DFC revised its cash flow
assumptions related to the excess cashflow certificate it
retained.  Delta Residual construed the revision as an admission
that DFC's earlier valuation was knowingly false, he tells the
Court.  However, Delta Residual ignored the changed corporate
circumstances, like DFC holding a single certificate on its books
and being desirous of presenting a conservative balance sheet in
its post-exchange era, and, more importantly, the changed
economic circumstances, he adds.

To date, Delta Residual has failed to convince the New York Court
that DFC is responsible for Delta Residual's alleged loss,
Mr. Stratton notes.  Nonetheless, Delta Residual filed a general
unsecured claim against DFC for $81,500,000 -- the single largest
claim in the Debtors' estates, he says.  Delta Residual does not
explain why it is seeking $30,000,000 less than what is sought in
its second amended complaint, and the it also failed to explain
why the claim should be allowed, he further tells the Court.
Delta Residual's claim is meritless, contingent and unliquidated,
and it is ripe for estimation by the Court, mr. Stratton asserts.

According to Mr. Stratoon, Section 502(c) of the Bankruptcy Code
provides that if a claim is contingent or unliquidated and the
fixing or liquidation of that claim would cause an undue delay in
the administration of the debtor's case, then the bankruptcy
court must estimate the claim.  The goal of estimation should be
to fix a value for a claim that will ensure that the claimant's
voting power is consistent with the extent of the claimant's
economic interest, he says.  In the next few weeks, the Debtors
will be filing with the Court a plan of liquidation and the
related disclosure statement jointly with the Official Committee
of Unsecured Creditors, and confirming the Plan soon after.  The
Debtors assert that the Delta Residual's claim is based on a
series of misguided allegations.  In order to ensure that all of
the creditors' interests are properly and proportionately
represented in the confirmation and distribution aspects of the
Debtors' cases, the Court should estimate the Delta Residual's
claim.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).  The Debtors' petition listed D.B. Structured Products
Inc. as their largest unsecured creditor holding a $19,500,000
claim.

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors have asked for further extension to their exclusive
plan filing period through July 25, 2008, and solicit and obtain
acceptances of that plan, through Sept. 26, 2008.  (Delta
Financial Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Westchester Continues to Refute Insurance Claim
----------------------------------------------------------------
Westchester Surplus Lines Insurance Co. reiterates its assertions
that the United States Bankruptcy Court for the District of
Delaware should dismiss the contention of Delta Financial Corp.
and its debtor-affiliates that it has to pay for the defense costs
the Debtors incurred in a lawsuit filed by Delta Funding Residual
Exchange Co., LLC (DFREC).  The lawsuit involves alleged
misrepresentations by the Debtors about the value of the cashflow
certificates transferred to DFREC in connection with an exchange
transaction.

Carl N. Kunz, III, Esq., at Morris James LLP, in Wilmington,
Delaware, asserts that the Court should dismiss the Debtors'
complaint because the Debtors' claim against it in the underlying
action -- Delta Funding Residual Exchange Company, LLC's lawsuit
against Delta Financial Corporation's officers and directors --
clearly fall within the terms of the inadequate consideration
exclusion of the policy.  Aside from that, the underlying claim
was precluded because the Debtors' waiver claims are barred, he
says.  The Debtors have failed to allege primary facts necessary
to warrant it waiver, estoppel, bad faith, punitive damages and
attorneys fees claims under New York law, he adds.

In addition, Mr. Kunz says, there is no coverage for the
Underlying Action because it:

    a. seeks to compel the insureds to return the allegedly ill-
       gotten gain they obtained from failing to pay the agreed
       upon consideration for the senior notes; and

    b. does not allege an insurable Loss under the Policy and New
       York law.

Mr. Kunz asserts that the Debtors' allegation that Westchester
delayed issuing a coverage position letter is insufficient to
support adequately the claims under New York law.

Weschester responded to the Debtors' complaint shortly after
excess insurers Axis Specialty Insurance Company and United
States Fire Insurance Company did, because Westchester intended
to transfer the case back to the District Court while, at the
same time, preserve its right to argue the meaning and
construction of its own policy language, either before the
Bankruptcy Court or the District Court, Mr. Kunz relates.

In the hope of protecting its right to a jury trial and having
this coverage dispute heard in a single proceeding before the
District Court, Westchester responded to the Debtors' complaint
by filing an answer with a jury demand and a statement declining
to accept the final judgment of the Court, accompanied by the
filing of motions to withdraw the reference and for a
determination that the proceeding is non-core.  As soon as the
excess insurers filed their respective motions to dismiss,
Westchester promptly requested for judgment on the pleadings -
which is the functional equivalent of a motion to dismiss,
Mr. Kunz notes.  Westchester did not intend to wait for a ruling
on its application to withdraw the reference while substantive
requests proceeded with respect to the meaning of its own policy
language, he tells the Court.

Mr. Kunz contends that the Debtors do not and cannot dispute that
Westchester's judgment request is timely and subject to the same
standard applicable to the excess insurers' pending requests, and
the Debtors do not contend that it was prejudiced in any way.
"Therefore, there is no basis for DFC's allegation that
[Westchester's] motion is meritless, and was filed as a tactical
ploy," Mr. Kunz tells the Court.

The Debtors tell the Court that the parties are engaged in
discovery which they expect to close by November 14, 2008.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).  The Debtors' petition listed D.B. Structured Products
Inc. as their largest unsecured creditor holding a $19,500,000
claim.

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors have asked for further extension to their exclusive
plan filing period through July 25, 2008, and solicit and obtain
acceptances of that plan, through Sept. 26, 2008.  (Delta
Financial Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Delays Filing of 2nd Quarter Results with SEC
--------------------------------------------------------------
Delta Financial Corporation and its debtor-subsidiaries have not
yet submitted their quarterly report on Form 10-Q for the quarter
ended June 30, 2008 with the United States Securities and Exchange
Commission.

The Debtors informed the Commission that they have been unable to
complete the preparation of their annual report because of the
demands associated with their bankruptcy filing and related
activities, and due to limited personnel and resources.  The
Debtors also noted that the Richard Blass' employment as their
chief financial officer expired March 31, 2008.

The Form 10-Q was due 40 days following the end of the company's
fiscal quarter.

The Debtors anticipate that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or a portion of it.

The Debtors say they are currently unable to provide a reasonable
estimate of their 2008 second quarter results of operations
because of they have been focused on their bankruptcy cases.
Accordingly, they cannot at this time estimate what significant
changes will be reflected in their 2008 second quarter results of
operations compared to their 2007 second quarter results of
operations.  The Debtors note their 2007 results of operations
were prepared on the assumption that they would continue to
operate as a going concern, which was not necessarily the case as
of June 30, 2008, in light of their bankruptcy cases.

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).  The Debtors' petition listed D.B. Structured Products
Inc. as their largest unsecured creditor holding a $19,500,000
claim.

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors have asked for further extension to their exclusive
plan filing period through July 25, 2008, and solicit and obtain
acceptances of that plan, through Sept. 26, 2008.  (Delta
Financial Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


DEUTSCHE ALT-A: Moody's Junks Ratings on 62 of 177 Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 177 tranches
from 19 Alt-A transactions issued by Deutsche Bank.  Eighteen
downgraded tranches remain on review for possible downgrade.
Additionally, 27 senior tranches were confirmed at Aaa.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, Alt-A mortgage loans.

Complete rating actions are:

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2005-6

   -- Cl. I-A-3, Downgraded to A1 from Aaa
   -- Cl. I-A-4, Downgraded to Aa2 from Aaa
   -- Cl. I-A-5, Downgraded to A1 from Aaa
   -- Cl. I-A-6, Downgraded to A1 from Aaa
   -- Cl. I-A-7, Downgraded to A1 from Aaa
   -- Cl. I-A-PO, Downgraded to A1 from Aaa
   -- Cl. II-A-1, Downgraded to A1 from Aaa
   -- Cl. II-A-2, Downgraded to A1 from Aaa
   -- Cl. II-A-PO, Downgraded to A1 from Aaa
   -- Cl. II-A-3, Downgraded to Aa2 from Aaa
   -- Cl. I-A-8, Downgraded to A2 from Aa1
   -- Cl. II-A-4, Downgraded to A2 from Aa1

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2006-AR4

   -- Cl. A-1, Downgraded to Aa2 from Aaa
   -- Cl. A-2, Downgraded to Aa2 from Aaa
   -- Cl. A-3, Downgraded to Ba2 from Aaa

   -- Cl. M-1, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Ca from B3
   -- Cl. M-3, Downgraded to Ca from B3
   -- Cl. M-4, Downgraded to Ca from B3
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2006-AR5

   -- Cl. I-A-1, Downgraded to Baa1 from Aaa
   -- Cl. I-A-2, Downgraded to Aa2 from Aaa
   -- Cl. I-A-3, Downgraded to Baa1 from Aaa

   -- Cl. I-A-4, Downgraded to B3 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. II-1A, Downgraded to A1 from Aaa
   -- Cl. II-2A, Downgraded to A1 from Aaa
   -- Cl. II-3A, Downgraded to A2 from Aaa
   -- Cl. II-X1, Downgraded to A1 from Aaa
   -- Cl. II-X2, Downgraded to A1 from Aaa
   -- Cl. II-PO, Downgraded to A1 from Aaa
   -- Cl. I-M-1, Downgraded to Ca from B3
   -- Cl. I-M-2, Downgraded to Ca from B3
   -- Cl. I-M-3, Downgraded to Ca from Caa1
   -- Cl. I-M-4, Downgraded to Ca from Caa1
   -- Cl. I-M-5, Downgraded to Ca from Caa1
   -- Cl. I-M-6, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-1

   -- Cl. I-A-1, Downgraded to Aa1 from Aaa
   -- Cl. I-A-2, Downgraded to Aa3 from Aaa
   -- Cl. I-A-3A, Downgraded to A1 from Aaa
   -- Cl. I-A-3B, Downgraded to A1 from Aaa
   -- Cl. I-A-3C, Downgraded to A1 from Aaa
   -- Cl. I-A-4B, Downgraded to A2 from Aaa
   -- Cl. II-A-1, Downgraded to Aa3 from Aaa
   -- Cl. A-5, Downgraded to Ba3 from Aaa

   -- Cl. M-1, Downgraded to B3 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Caa2 from B1
   -- Cl. M-3, Downgraded to Ca from B1
   -- Cl. M-4, Downgraded to Ca from B2
   -- Cl. M-5, Downgraded to Ca from B3

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-2

   -- Cl. I-A-2, Downgraded to Baa3 from Aaa
   -- Cl. II-A-2, Downgraded to Baa3 from Aaa
   -- Cl. M-1, Downgraded to Ba2 from A1
   -- Cl. M-2, Downgraded to B1 from Baa1

   -- Cl. M-3, Downgraded to B1 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B2 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B3 from Ba3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-6, Downgraded to Caa1 from B1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-7, Downgraded to Ca from B1
   -- Cl. M-8, Downgraded to Ca from B1
   -- Cl. M-9, Downgraded to Ca from B1

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-AR2

   -- Cl. A-1, Confirmed at Aaa
   -- Cl. A-2, Downgraded to Baa2 from Aaa
   -- Cl. A-3, Downgraded to Ba3 from Aaa
   -- Cl. A-4, Confirmed at Aaa
   -- Cl. A-5, Confirmed at Aaa
   -- Cl. A-6, Downgraded to Baa2 from Aaa
   -- Cl. A-7, Downgraded to Baa2 from Aaa
   -- Cl. M-2, Downgraded to Ca from B3
   -- Cl. M-3, Downgraded to Ca from Caa1
   -- Cl. M-4, Downgraded to Ca from Caa1
   -- Cl. M-5, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities Mortgage Loan Trust, Series
2007-BAR1

   -- Cl. A-1, Downgraded to Aa2 from Aaa
   -- Cl. A-2, Downgraded to A1 from Aaa
   -- Cl. A-3, Downgraded to Ba1 from Aaa
   -- Cl. A-4, Downgraded to Ba2 from Aaa

   -- Cl. A-5, Downgraded to B3 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-1, Downgraded to Caa1 from Aa1
   -- Cl. M-2, Downgraded to Caa2 from Aa2
   -- Cl. M-3, Downgraded to Caa3 from Aa3
   -- Cl. M-4, Downgraded to Ca from Baa3
   -- Cl. M-5, Downgraded to Ca from Ba2
   -- Cl. M-6, Downgraded to Ca from Ba3
   -- Cl. M-7, Downgraded to Ca from B2
   -- Cl. M-8, Downgraded to Ca from Caa1
   -- Cl. M-9, Downgraded to Ca from Caa3

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AF1

   -- Cl. A-5, Downgraded to A1 from Aaa
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR1

   -- Cl. I-A-2, Downgraded to Aa2 from Aaa
   -- Cl. I-A-3, Downgraded to Aa3 from Aaa
   -- Cl. I-A-4, Downgraded to Ba3 from Aaa

   -- Cl. I-M-1, Downgraded to B2 from Ba1; Placed Under Review for
      further Possible Downgrade

   -- Cl. I-M-3, Downgraded to Ca from B3
   -- Cl. I-M-4, Downgraded to Ca from B3
   -- Cl. I-M-5, Downgraded to Ca from B3
   -- Cl. I-M-6, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR2

   -- Cl. A-1-1, Confirmed at Aaa
   -- Cl. A-1-2, Confirmed at Aaa
   -- Cl. A-2, Downgraded to Baa2 from Aaa
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR3

   -- Cl. A-1, Downgraded to Baa1 from Aaa
   -- Cl. A-2, Downgraded to Baa1 from Aaa
   -- Cl. A-3, Downgraded to A1 from Aaa
   -- Cl. A-4, Downgraded to A2 from Aaa
   -- Cl. A-5, Downgraded to A3 from Aaa
   -- Cl. A-6, Downgraded to Baa2 from Aaa

   -- Cl. A-7, Downgraded to B3 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-1, Downgraded to Ca from B3
   -- Cl. M-2, Downgraded to Ca from B3
   -- Cl. M-3, Downgraded to Ca from Caa1
   -- Cl. M-4, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2006-AR6

   -- Cl. A-1, Confirmed at Aaa
   -- Cl. A-2, Downgraded to Aa1 from Aaa
   -- Cl. A-3, Downgraded to Aa1 from Aaa
   -- Cl. A-4, Downgraded to A2 from Aaa
   -- Cl. A-5, Downgraded to A3 from Aaa
   -- Cl. A-6, Confirmed at Aaa
   -- Cl. A-7, Downgraded to A3 from Aaa
   -- Cl. A-8, Downgraded to Ba3 from Aaa

   -- Cl. M-1, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Ca from B3
   -- Cl. M-3, Downgraded to Ca from B3
   -- Cl. M-4, Downgraded to Ca from B3
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2007-AR1

   -- Cl. A-1, Downgraded to Baa1 from Aaa
   -- Cl. A-2, Downgraded to Baa1 from Aaa
   -- Cl. A-3A, Downgraded to Aa2 from Aaa
   -- Cl. A-3B, Confirmed at Aaa
   -- Cl. A-3C, Downgraded to Aa3 from Aaa
   -- Cl. A-4, Downgraded to Baa1 from Aaa
   -- Cl. A-5, Downgraded to Baa2 from Aaa

   -- Cl. A-6, Downgraded to B1 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-1, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to Ca from B3
   -- Cl. M-3, Downgraded to Ca from B3
   -- Cl. M-4, Downgraded to Ca from B3

Issuer: Deutsche Alt-A Securities, Inc. Mortgage Loan Trust Series
2007-AR3

   -- Cl. II-A-1, Downgraded to Aa3 from Aaa
   -- Cl. II-A-2A, Confirmed at Aaa
   -- Cl. II-A-2B, Confirmed at Aaa
   -- Cl. II-A-3, Downgraded to A2 from Aaa
   -- Cl. II-A-4, Downgraded to A1 from Aaa
   -- Cl. II-A-5, Downgraded to Aa1 from Aaa
   -- Cl. II-A-6, Downgraded to A2 from Aaa
   -- Cl. II-A-7, Downgraded to Ba3 from Aaa
   -- Cl. I-M-1, Downgraded to Ca from B3
   -- Cl. I-M-2, Downgraded to Ca from B3

   -- Cl. II-M-2, Downgraded to B3 from B2; Placed Under Review for
      further Possible Downgrade

   -- Cl. II-M-3, Downgraded to Ca from B3
   -- Cl. II-M-4, Downgraded to Ca from B3
   -- Cl. II-M-5, Downgraded to Ca from B3

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB1

   -- Cl. A-1-A, Downgraded to Baa1 from Aaa
   -- Cl. A-1-B, Downgraded to Baa1 from Aaa
   -- Cl. A-1-C, Downgraded to Baa2 from Aaa
   -- Cl. A-4, Downgraded to Baa2 from Aaa
   -- Cl. A-X-2, Downgraded to Baa2 from Aaa
   -- Cl. A-2-A, Confirmed at Aaa
   -- Cl. A-2-B, Downgraded to Baa2 from Aaa
   -- Cl. A-2-C, Downgraded to Baa2 from Aaa
   -- Cl. A-2-D, Downgraded to Baa2 from Aaa
   -- Cl. A-X, Confirmed at Aaa

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2006-AB4

   -- Cl. A-1A, Confirmed at Aaa
   -- Cl. A-1B-1, Confirmed at Aaa
   -- Cl. A-1C, Downgraded to Aa1 from Aaa
   -- Cl. A-2, Downgraded to Baa2 from Aaa
   -- Cl. A-3, Downgraded to Baa2 from Aaa
   -- Cl. A-3A-1, Downgraded to Aa2 from Aaa
   -- Cl. A-4B, Downgraded to Baa3 from Aaa
   -- Cl. A-4C, Downgraded to Baa3 from Aaa
   -- Cl. A-6A-1, Confirmed at Aaa
   -- Cl. A-6A-2, Confirmed at Aaa
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3
   -- Cl. M-7, Downgraded to Ca from B3
   -- Cl. M-8, Downgraded to Ca from B3
   -- Cl. M-9, Downgraded to Ca from Caa1
   -- Cl. M-10, Downgraded to Ca from Caa1

Issuer: Deutsche Alt-B Securities Mortgage Loan Trust, Series
2007-AB1

   -- Cl. A-1, Downgraded to A1 from Aaa
   -- Cl. AI-1, Downgraded to A1 from Aaa
   -- Cl. X, Downgraded to A1 from Aaa

   -- Cl. PO, Downgraded to B2 from Aaa; Placed Under Review for
      further Possible Downgrade


   -- Cl. A-2, Downgraded to B3 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. AI-2, Downgraded to B3 from Aaa; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-1, Downgraded to Caa2 from B2

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB2

   -- Cl. A-1, Confirmed at Aaa
   -- Cl. A-2, Confirmed at Aaa
   -- Cl. A-3, Confirmed at Aaa
   -- Cl. A-5B, Confirmed at Aaa
   -- Cl. A-8, Confirmed at Aaa
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3

Issuer: Deutsche Alt-B Securities, Inc. Mortgage Loan Trust Series
2006-AB3

   -- Cl. A-1, Confirmed at Aaa
   -- Cl. A-2, Confirmed at Aaa
   -- Cl. A-3, Confirmed at Aaa
   -- Cl. A-5B, Confirmed at Aaa
   -- Cl. A-7, Confirmed at Aaa
   -- Cl. A-8, Confirmed at Aaa

Cl. M-1, Downgraded to B2 from Ba3; Placed Under Review for
further Possible Downgrade

   -- Cl. M-4, Downgraded to Ca from B3
   -- Cl. M-5, Downgraded to Ca from B3
   -- Cl. M-6, Downgraded to Ca from B3
   -- Cl. M-7, Downgraded to Ca from Caa1

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.
Certain tranches were confirmed due to additional enhancement
provided by structural features.


DOUGLAS FURNITURE: Heller Financial Wants Case Dismissed
--------------------------------------------------------
Heller Financial asked the U.S. Bankruptcy Court for the Central
District Of California on August 15, 2008, to dismiss Douglas
Furniture of California, LLC's Chapter 11 bankruptcy case on the
basis that the Debtor has no realistic prospects of resuming
operations, according to Larry Thomas of Furniture Today.
The Court has set a hearing on Heller's request on Sept. 2, 2008.

Mr. Thomas says that Heller claims that the assets are worth less
than the Debtor's $9.02 million debt to the lender.  The lender
says that allowing the Debtor to remain in Chapter 11 will merely
burn through cash that could be used to repay its debt to it,
according to Mr. Thomas.

Mr. Thomas also adds that Heller argues that the sale of the
Debtor's assets could be accomplished more efficiently, and with
fewer administrative fees, out of court.

Heller said all that's left of Douglas are accounts receivable,
which, according to Heller's court filing, have a book value of
$5.33 million.  The Debtor's inventory has a book value of $5.72
million, according to Heller.  An obstacle is the fact that the
inventory is located at the company's two shuttered factories in
Mexico, and under Mexican law, the company doesn't have access to
those goods.

If the Court doesn't dismiss the case outright, Mr. Thomas reports
that Heller is asking that it be converted to a Chapter 7
bankruptcy, with liquidation overseen by a court-appointed
trustee.

El Segundo, California-based Douglas Furniture of California,
LLC,-- http://www.douglasfurniture.com/-- manufactures upholstery
and casual dining furniture.  The Company filed for Chapter 11
bankruptcy protection on July 25, 2008 (Bankr. C.D. Calif. Case
No. 08-21292).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it listed between $1,000,000
and $10,000,000 in estimated assets and between $10,000,000 and
$50,000,000 in estimated debts.


EARTH BIOFUELS: June 30 Balance Sheet Upside-Down by $122.1MM
-------------------------------------------------------------
Earth Biofuels Inc.'s consolidated balance sheet at June 30, 2008,
showed $14.8 million in total assets, $135.7 million in total
liabilities, and $1.2 million in redeemable preferred stock,
resulting in a $122.1 million stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $400,000 in total current assets
available to pay $135.7 million in total current liabilities.

The company reported a net loss of $65.4 million on sales revenue
of $7.4 million for the second quarter ended June 30, 2008,
compared with a net loss of $34.4 million on sales revenue of
$6.7 million in the same period last year.

Of the net loss of $65.4 million for the second quarter ended
June 30, 2008, $18.8 million relates to the losses on sale of the
company's LNG subsidiary, and $12.8 million relates to fixed asset
impairments on the company's Durant plant.

The company had approximately $48,000 in cash and cash equivalents
at June 30, 2008.  The company's working capital deficit at
June 30, 2008, was approximately $135.3 million.

                       Sale of LNG Subsidiary

On June 30, 2008, the company sold its wholly owned subsidiary New
ELNG to PNG Ventures Inc. via a Share Exchange Agreement, in
exchange for the issuance of 7 million shares of the common stock
of the PNG.  Prior to the completion of the Share Exchange, Earth
LNG Inc., a Texas corporation had transferred to New ELNG all
right and marketable title to the member interests of Applied LNG
Technologies USA, LLC and Arizona LNG, L.L.C. and all their other
assets (other than receivables from the company and other
subsidiaries of the company) that, together, comprise the
liquefied natural gas (LNG) business, resulting in the
characterization of the transfer as an asset sale of the company's
subsidiary.

The investors holding $52.5 million in senior unsecured notes were
granted an irrevocable proxy regarding the 7 million shares the
company received in the exchange.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?3107

                      Going Concern Doubt

Montgomery Coscia Greilich LLP, in Plano, Tex., expressed
substantial doubt about Earth Biofuels 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 operating losses
and working capital deficit.

The company has incurred significant losses from operations
through June 30, 2008, and has limited financial resources.  The
company also has an accumulated deficit of $279.3 million,
negative current ratios and negative tangible net worth at
June 30, 2008.

In addition, investors holding $52.5 million in senior unsecured
notes filed with the bankruptcy courts a Chapter 7  Involuntary
Liquidation against the company during the second quarter of 2007.
However, on Nov. 14, 2007, the company negotiated and executed a
settlement agreement with the above note holders.  The agreement
required the creditors to dismiss their petition of bankruptcy.

                        About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. (OTC BB: EBPF)
-- http://www.earthbiofuels.com/-- is engaged in the domestic
production, supply and distribution of alternative based fuels
consisting of biodiesel and previously liquid natural gas and
ethanol.  Earth's primary bio-diesel operations are located in
Oklahoma and Texas.  Earth sold its subsidiary which produced LNG,
at the end of the second quarter 2008, and restructured its debts
with significant investors.


ECCO ENERGY: Posts $164,232 Net Loss in 2008 Second Quarter
-----------------------------------------------------------
ECCO Energy Corp. reported a net loss of $164,232 on revenue of
$129,237 for the second quarter ended June 30, 2008, compared with
a net loss of $40,055 on revenue of $116,935 for the same period
last year.

For the three months ended June 30, 2008, the company incurred
operating expenses of $274,465 compared to $113,360 for the three
months ended June 30, 2007.

At June 30, 2008, the company's consolidated balance sheet showed
$11,096,677 in total assets, $1,636,895 in total liabilities, and
$9,459,782 in total shareholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $56,192 in total current assets
available to pay $1,572,401 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30fa

                        Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
ECCO Energy Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.

The auditing firm pointed to the company's negative working
capital and recurring losses from operations.

                         About ECCO Energy

Headquartered in Houston, Texas, ECCO Energy Corp. (OTC BB: ECCE)
-- http://www.eccoenergy.com/-- engages in the development,
exploration, and production of oil and natural gas properties in
the United States.  The company owns a 69% working interest in the
Wilson Lease, which is located in the Nueces County, Texas.


EDISON HOTELS: Court Orders Former Owner to Pay Employees
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
ordered Earl E. Gaylor, the former owner of Edison Walthall Hotel,
to pay employees, who reportedly have not been paid since July,
according to Marquita Brown of The Clarion-Ledger.  The
Court ordered payment of employees' wages and associated taxes
immediately, Ms. Brown says.

Ms. Brown reports that Edison Walthall Hotel was sold on Aug. 11
for almost $4 million to Roberts Hotels Group, a subsidiary of St.
Louis-based Roberts Cos., and is now called the Roberts Vista
Hotel.

Mr. Gaylor will be responsible for the employees' wages through
Aug. 11 when the sale closed, Stephen Rosenblatt, the examiner
assigned to the case, said in an e-mail, according to Ms. Brown.
Ms. Brown pointed out that the purchase agreement included $70,000
for employees' pay.

According to Ms. Brown, brothers Michael and Steven Roberts, co-
owners of The Roberts Cos. and hotel, said they paid all they were
required to pay, including the money for employee wages, in
bankruptcy court.

Employees were scheduled to be paid Aug. 7 and have not received a
paycheck since July 22.

Based in Jackson, Mississippi, Edison Hotels and Resorts Company
-- http://www.edisonwalthallhotel.com/-- operates the Edison
Walthall Hotel, which offers 208 guest rooms with 23 suites,
banquet facilities and food.

The company and certain of its affiliates filed for chapter 11
protection on Aug. 31, 2007 (Bankr. S. D. Miss. Case Nos. 07-02737
and 07-02743).  Craig M. Geno, Esq. at Harris, Jernigan & Geno,
P.L.L.C. represents the Debtors in their restructuring efforts.
When the Debtors filed for bankruptcy, they listed assets and
debts of between $1 million to $100 million, each.


EDWARD THOMPSON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Edward Dennis Thompson
         805 Plaza Dr.
         San Jose, CA 95125

Bankruptcy Case No.: 08-54525

Chapter 11 Petition Date: August 18, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: David A. Boone, Esq.
                      Email: ecfdavidboone@aol.com
                   1611 The Alameda
                   San Jose, CA 95126
                   Tel: (408) 291-6000

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

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

A copy of Edward Dennis Thompson's petition is available for free
at:

       http://bankrupt.com/misc/canb08-54525.pdf


FEDDERS CORP: Delaware Court Confirms Amended Liquidation Plan
--------------------------------------------------------------
Steven Church at Bloomberg News reports that the Hon. Brendan
Linehan Shannon of the United States Bankruptcy Court for the
District of Delaware confirmed yesterday an amended joint plan of
liquidation filed by Fedders North America, Inc., and its
affiliated debtors, and the Debtors' term lenders.

The Plan and related settlement among the Term Lenders, the
Official Committee of Unsecured Creditors and the Debtors provide
for the liquidation and distribution of the Debtors' assets.
Under the Plan, Term Lenders, whose claims total $45.6 million and
are secured by their duly perfected liens on substantially all of
the Debtors' assets, have agreed to waiver their Adequate
Protection Claims, which could range from $9 million to more than
$20 million.  The Term Lenders, in turn, will receive roughly 53%
to 60% of their Secured Claims.  The Term Lenders will also
provide $1.8 million in cash to a liquidating trust to pay down
general unsecured claims.  The GUC Liquidating Trust will also
receive the avoidance actions.  General unsecured creditors
asserted $2.6 billion in claims.

All classes of creditors impaired under the Plan have voted to
accept the Plan.  Holders of Equity Interests in Class 56 have
rejected the Plan.

Objections to the confirmation of the Plan have filed by, among
others, the United States Trustee and the Debtors' insurers.

The U.S. Trustee argues that the Plan does not meet the
substantive consolidation standard set forth by the Third Circuit
in In re Owens Corning, 419 F.3d 195 (3d Cir. 2007); and the
release provisions under the Plan is not permissible.

The Debtors, however, argue that their assets and liabilities are
sufficiently scrambled that separating them is cost-prohibitive
and would hurt all creditors.  The Debtors also note that the Term
Lenders and the Committee support substantive consolidation.

The Debtors note that the Term Lenders are entitled to a release
for postpetition conduct.

Several insurance companies also objected to the Plan, arguing
that the plan shouldn't be confirmed because it impinges on their
contractual rights, the American Bankruptcy Institute cited a
report from Bankruptcy Law360.

The insurers, including ACE Property and Casualty Insurance Co.,
filed an objection to the liquidation plan as it was modified last
month.  Maryland Casualty Company and Liberty Mutual Insurance Co.
lodged a separate plan objection Wednesday, while ACE American
Insurance Co. and ESIS Inc. filed a limited objection.

According to the report, ACE and Century Indemnity argue that
while the plan seems to rely on the proceeds of insurance
agreements to satisfy some claims, it doesn't provide acceptable
treatment of those agreements and insurers' claims.  The objection
claims that the plan would require the continued enforceability of
insurance polices that would cover claims against the debtors, but
rob the insurers of their ability to fully enforce their
contractual rights and the debtors' reciprocal contractual
obligations.

The Amended Plan was filed on August 18, 2008.  The Amended Plan
clarifies that insurance policies, insured claims, and potentially
insured claims will not be treated on a substantively consolidated
basis, so that coverage under any applicable insurance policy and
the proceeds from any insurance policies will be applied only to
insured claims or potentially insured claims asserted against the
Debtors that are named insured under the policy.

The Amended Plan provides for the defense and settlement of
potentially insured claims.  Nothing in the Plan, the GUC
Liquidating Trust Agreement provided in the Plan, the Term Lenders
Liquidating Trust Agreement, any order confirming the Plan, will
impair the rights of any insurer to assert any claim against
parties other than the Debtors, the plan administrator and the GUC
Trustee.

BankruptcyData.com says the Amended Joint Plan states that
potentially insured claims means any claim or demand for which any
of the Debtors, the term lenders liquidating trust or the GUC
liquidating trust may claim coverage under one or more insurance
policies.  A potentially insured claim includes, but is not
limited to, an insured claim; provided, however, nothing in the
Plan, the GUC liquidating trust agreement, the term lenders'
liquidating trust agreement, the confirmation order or any other
Plan document will be construed as an acknowledgement or inference
that any insurance policy covers or otherwise applies to any
potentially insured claim or that any potentially insured claim is
eligible for payment under any insurance policy.

A potentially insured claim, BankruptcyData.com notes, will become
a general unsecured claim if and when it is determined that the
potentially insured claim is not an insured claim, either (a) by
agreement of the insurers from whom coverage is sough and (i) the
term lenders liquidating trust or (ii) the GUC liquidating trust,
as applicable or (b) by a final order of a Court competent
jurisdiction.

A clean copy of the Amended Liquidation Plan is available at no
charge at:

                http://ResearchArchives.com/t/s?3101

A black-lined copy of the Amended Liquidation Plan is available at
no charge at:

                http://ResearchArchives.com/t/s?3100

                     About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company and several affiliates filed for Chapter 11 protection
on Aug. 22, 2007, (Bankr. D. Del. Lead Case No. 07-11182).  Norman
L. Pernick, Esq., and J. Kate Stickles, Esq., at the Wilmington,
Delaware office of Cole, Schotz, Meisel, Forman & Leonard P.A.;
and Irving E. Walker, Esq., at Cole Schotz's Baltimore, Maryland,
office represent the Debtors in their restructuring efforts.  The
Debtors have selected Logan & Company Inc. as claims and noticing
agent.  The Official Committee of Unsecured Creditors is
represented by Brown Rudnick Berlack Israels LLP.

When the Debtors filed for protection from creditors, they listed
total assets of $186,300,000 and total debts of $322,000,000.

The Debtors and their term lenders filed an amended joint plan of
liquidation on August 18, 2008.

Goldman Sachs Credit Partners LP serves as administrative agent
and collateral agent for the term lenders. Goldman is represented
by Stephen Karotkin, Esq., and Christina F. Pullo, Esq., at Weil,
Gotshal & Manges, LLP, in New York; and Mark D. Collins, Esq., at
Richards, Layton & Finger, PA, in Wilmington, Delaware.

Highland Capital Management LP is represented by Judith Elkin,
Esq., at Haynes and Boone LLP, in New York; and Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP in Wilmington.


FEDERAL-MOGUL: Earns $90 Million in Second Quarter Ended June 30
----------------------------------------------------------------
Federal-Mogul Corporation (NASDAQ: FDML) reported record second
quarter sales of $2,000,000,000 and an eighth consecutive quarter
of year-over-year increased sales combined with a sharp rise in
quarterly net income to $90,000,000.

Highlights of Federal-Mogul's Q2 financial performance include:

      * Record quarterly sales of $2,000,000,000, a 13% increase,
        versus $1,800,000,000 in Q2 2007 and eighth consecutive
        quarter of year-over-year sales increase;

      * Gross margin improved by 23% or $74,000,000 to
        $396,000,000 or 19.8%, compared to $322,000,000 in second
        quarter 2007;

      * SG&A at 10.6% of sales, compared to 12.1% of sales during
        the same period in 2007;

      * Operational EBITDA increased 21% to $257,000,000 from
        $212,000,000 in Q2 2007;

      * Net income improved to $90,000,000 or earnings per share
        of $0.90, compared to $4,000,000 in Q2 2007;

      * Strong balance sheet and liquidity of $1,300,000,000; and

      * Market, customer and product diversification with no
        single customer accounting for more than 6% of revenue.

Sales for the three-month period ending June 30, 2008, were a
record $1,995,000, an increase of 13%, compared to $1,763,000 for
the same period a year ago.   Federal-Mogul reported a gross
margin of $396,000,000 or 19.8% of sales, compared to $322,000,000
or 18.3% of sales, representing an increase of $74,000,000, or 23%
over the prior year.  Federal-Mogul's Operational EBITDA was
$257,000,000 or 12.9% of sales, compared to $212,000,000 or 12.0%
of sales during the same period in 2007, representing an increase
of $45,000,000 or 21%.  The company recorded net income of
$90,000,000 or earnings per share of $0.90, up from $4,000,000 in
second quarter 2007.

"We experienced another record sales quarter with strong earnings
performance.  We have anticipated and reacted to changing market
conditions including a market downturn in mature automotive
markets.  We implemented numerous successful actions to offset
macro-economic factors and benefited from our strong market,
customer and product diversification," said Jose Maria Alapont,
Federal-Mogul President and Chief Executive Officer.

"Federal-Mogul's global market presence and customer base is well
diversified.  We serve over 250 vehicle platforms and over 700
vehicle powertrain programs.  No single customer represents more
than 6% of our global revenue and over 60% of our revenue is
generated from sales outside the United States and Canada.
Further, we have a significant global aftermarket business with
well-recognized leading brands and we generate over 10% of our
revenue from a global commercial and industrial customer base.
This diversification strengthens our performance and compensates
for market and customer volatility," Mr. Alapont continued.

                        Financial Summary
                          (in millions)

                           Three Months Ended   Six Months Ended
                          ---------------------------------------
                                  June 30             June 30
                          ---------------------------------------
                            2008       2007       2008       2007
                          ---------------------------------------
Net sales                $1,995     $1,763     $3,854     $3,480
Gross margin                396        322        662        630
Adjusted gross margin       396        322        730        630
Selling, general and
  administrative expenses   (212)      (213)      (421)      (420)
Net income                   90          4         58          9
Adjusted net income          90          4        121          9
Operational EBITDA          257         212       462        412

Federal-Mogul reported sales of $1,995,000 for the three-month
period ending June 30, 2008, up from $1,763,000 in the same period
of 2007.  Sales increased by $232,000,000 or 13% and were
positively impacted by favorable foreign exchange of $125,000,000.
The company has reported year-over-year quarterly sales increases
for eight consecutive quarters as a result of expanding sales to
customers in Europe, Asia and South America.

Gross margin for the quarter was $396,000,000 or 19.8% of sales,
as compared to $322,000,000 or 18.3% of sales during the same
period a year ago, an increase of 23% or $74,000,000.  The
automotive market has faced decreasing regional production
volumes, rising energy prices, inflationary raw material costs and
other economic challenges. The company effectively offset the
impact of these and other macro-economic factors through
profitable incremental revenue from new business contracts and
improved productivity from operations.  Gross margin was also
favorably impacted by reduced depreciation and foreign exchange.

Selling, General and Administrative, SG&A expenses were reduced to
10.6% of sales during the quarter, compared to 12.1% of sales in
the same period of 2007.  The company realized a reduction in SG&A
expense despite an adverse foreign exchange impact of $11,000,000.

Federal-Mogul's Operational EBITDA for the second quarter was
$257,000,000, a 21% or $45,000,000 increase, compared to
$212,000,000 during the same period in 2007.

Net income was $90,000,000 in the second quarter 2008, with
earnings per share of $0.90, compared to $4,000,000 of net income
in second quarter 2007.

Federal-Mogul continued to make progress executing its sustainable
global profitable growth strategy by growing in emerging markets
and strengthening its presence in mature markets.  The company
achieved 50 percent growth in sales to customers in BRIC (Brazil,
Russia, India and China) markets during the quarter.  The company
recently completed the successful launch of a new powertrain
component plant in Araras, Brazil and launched its new portfolio
of wipers and brake pads in the Russian market.

Federal-Mogul reported sales of $3,854,000 for the six-month
period ending June 30, 2008, an increase of $374,000,000 or 11%
versus $3,480,000 for the same period in 2007.

Gross margin increased to $662,000,000 in the first half of 2008
versus $630,000,000 in 2007, despite a non-cash charge of
$68,000,000 recorded in the first quarter of 2008 relating to re-
valuation of inventory, as required by fresh-start reporting.

Operational EBITDA increased 12%, or $50,000,000, to $462,000,000
in the first half of 2008, as compared to $412,000,000 in the same
period the prior year.

Adjusted net income rose $112,000,000 to $121,000,000 or 3.1% of
sales during the first half of 2008, versus $9,000,000 in the
first half of 2007.

The company recorded strong operating cash flow of $116,000,000
in the first half of 2008, which compares to $79,000,000 in the
same period of 2007.

"Federal-Mogul's results demonstrate the solid foundation we have
put in place through our sustainable global profitable growth
strategy.  Global customer, regional and product portfolio
diversification, together with leading product technologies and
brands, development in best cost locations and strong commitment
to customer service differentiate Federal-Mogul and contribute to
our strong performance in this challenging market environment,"
Mr. Alapont said.

Federal-Mogul held a conference call on July 24 to discuss the the
second quarter financial results.  An audio replay of the call
will be available beginning two hours following the call and will
be accessible until August 7, 2008 at:

      Domestic calls: 888-286-8010
      International calls: 617-801-6888
      Pass code I.D.: 35689660

A full-text-copy of Federal-Mogul Corp.'s Second Quarter 2008
Results filed on Form 10-Q is available at no charge at:

              http://ResearchArchives.com/t/s?30ff

              Reorganized Federal-Mogul Corporation
                           Balance Sheet
                           (In millions)

                               ASSETS

                                              Successor
Company
                                             June 30     Dec. 31
                                               2008        2007
                                            ---------    --------
Current assets:
   Cash and equivalents                        $843.9      $425.4
   Accounts receivable, net                   1,382.6     1,095.9
   Inventories, net                           1,052.6     1,074.3
   Prepaid expenses and other current assets    357.6       526.4
                                            ---------    --------
Total current assets                         3,636.7     3,122.0

Property, plant and equipment, net           2,094.7     2,061.8
Goodwill & indefinite-lived
   intangible assets                          1,636.7     1,852.0
Definite-lived intangible assets, net          577.9       310.0
Other non-current assets                       486.4       520.5
                                            ---------    --------
Total Assets                                $8,432.4    $7,866.3
                                            =========    ========

                LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities:
   Short-term debt, including current
    portion of long-term debt                  $128.2      $117.8
   Accounts payable                             707.3       726.6
   Accrued liabilities                          505.5       496.0
   Current portion of postemployment
    benefit liability                            62.3        61.2
   Other accrued liabilities                    194.9       167.3
                                            ---------    --------
Total current liabilities                    1,598.2     1,568.9

Long-term debt                               2,806.2     2,517.6
Post-employment benefits                       965.7       936.9
Long-term portion of deferred income taxes     350.7       331.4
Other accrued liabilities                      289.7       300.3
Minority interest in consolidated affiliates    98.2        87.5

Shareholders' equity:
   Common Stock                                   1.0         1.0
   Additional paid-in capital,
    including warrants                        2,122.7     2,122.7
   Retained earnings                             58.1           -
   Accumulated other comprehensive income       141.9           -
                                            ---------    --------
Total Shareholders' Equity                   2,323.7     2,123.7
                                            ---------    --------
Total Liabilities & Shareholders' Equity    $8,432.4    $7,866.3
                                            =========    ========

                     Federal-Mogul Corporation
                      Statement of Operations
                           (In millions)

                                       Successor     Predecessor
                                         Company        Company
                                       ---------     -----------
                                           Six Months Ended
                                               June 30
                                       -------------------------
                                          2008           2007
                                       ----------     ----------

Net sales                               $3,854.4       $3,479.9
Cost of products sold                   (3,192.4)      (2,849.7)
                                       ----------     ----------
Gross margin                               662.0          630.2

Selling, general & admin expenses         (421.1)        (419.6)
Interest expense, net                      (90.6)        (101.9)
Amortization expense                       (35.3)
(9.3)
Chapter 11 & U.K. Administration expenses  (13.0)         (41.2)
Equity earnings of
  unconsolidated affiliates                  16.5           18.0
Restructuring expense, net                  (2.7)         (29.6)
Other income (expense), net                 (4.3)          14.1
                                       ----------     ----------
Income before income taxes                 115.5           60.7

Income tax expense, net                    (53.4)         (52.2)
                                       ----------     ----------
Net income                                 $58.1           $8.5
                                       ==========     ==========

                    Federal-Mogul Corporation
                 Unaudited Statement of Cash Flows
                             (In Millions)

                                        Successor     Predecessor
                                         Company        Company
                                        ---------     -----------
                                            Six Months Ended
                                                 June 30
                                        -------------------------
                                            2008           2007
                                         ----------    ----------
Cash Provided From (Used By)
Operating Activities:
Net earning (loss)                          $58.1          $8.5
Adjustments to reconcile
  net earnings to net cash
  from (used by)
  operating activities:
    Depreciation and amortization            171.1         172.1
    Cash received from 524(g) Trust          225.0            -
    Change in postemployment benefits          4.1         (27.1)
    Changes in deferred taxes                  3.9           3.8
Changes in operating assets & liabilities:
    Accounts receivable                     (249.8)       (157.8)
    Inventories                               55.0           0.9
    Accounts payable                         (49.1)        106.5
    Other assets & liabilities                39.3          79.0
                                         ----------    ----------
Net Cash Provided
  From Operating Activities                  257.6         185.9

Cash Provided From (Used By)
  Investing Activities:

Expenditures for property,
  plant & equipment                         (148.0)       (132.0)
Net proceeds from the sale of
  property, plant & equipment                 10.9          18.1
Proceeds from sale of investment                -          13.8
Payments to acquire minority interests          -          (6.8)
Payments to acquire business                 (4.7)            -
                                         ----------    ----------
Net Cash Used By Investing Activities      (141.8)       (106.9)

Cash Provided From (Used By)
  Financing Activities:
Proceeds from borrowings on exit facility 2,082.0             -
Repayment of Tranche A,
    Revolver & PIK Notes                  (1,790.8)            -
Proceeds from borrowings
    on DIP credit facility                       -         550.0
Principal payments on
    DIP credit facility                          -        (228.1)
Repayment of pre-petition
    Tranche C debt                               -        (330.4)
Increase in short-term debt                   2.4           8.7
Decrease in other long-term debt             (7.9)         (5.8)
Increase (decrease) in
  factoring arrangements                       6.3         (58.9)
Debt refinance fees                          (0.4)         (0.3)
                                         ----------    ----------
  Net Cash Provided From
   (Used By) Financing Activities            291.6         (64.8)
  Effect of foreign currency exchange
   rate fluctuations on cash                  11.1           4.6
                                         ----------    ----------
Increase in cash and equivalents            418.5          18.8

Cash and equivalents at
  beginning of period                        425.4         359.3
                                         ----------    ----------
Cash and equivalents at end of period      $843.9        $378.1
                                         ==========    ==========

                      About Federal-Mogul

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

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

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

The Fourth Amended Plan was confirmed by the Bankruptcy Court on
Nov. 8, 2007, and affirmed by the District Court on November 14.
Federal-Mogul emerged from chapter 11 on Dec. 27, 2007.  (Federal-
Mogul Bankruptcy News, Issue No. 170; Bankruptcy Creditors'
Service Inc.,http://bankrupt.com/newsstand/or 215/945-7000)


FEDERAL-MOGUL: Admin Claims Objection Period Extended to Dec. 27
----------------------------------------------------------------
Federal-Mogul Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
within which they may object to administrative claims until Dec.
27, 2008.  A previous objection deadline expired on July 24, 2008.

The Court will convene a hearing on the Debtors' request on Sept.
12, 2008.  By application of Rule 9006-2 of the Local Rules of
Bankruptcy Practice and Procedures of the U.S. Bankruptcy Court
for the District of Delaware, the Debtors' administrative claims
objection deadline is automatically extended through the
conclusion of that hearing.  Objections to the Debtors' extension
request were due August 15.

The Reorganized Debtors clarify that the the proposed extension
is without prejudice to their right to seek further extensions of
the Administrative Claims Objection Deadline.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, states that the Confirmation Order set a
bar date for Administrative Claims against the U.S. Debtors on
April 25, 2008.  However, he says the April 25 Administrative
Claims Bar Date applied only to administrative expense claims
incurred outside the ordinary course of the Reorganized Debtors'
business and was not intended to apply to ordinary course vendor,
tax, or similar claims.

The Plan provides that the Reorganized Debtors and any other
party-in-interest had until July 24, 2008, to review and object
to the Administrative Claims . . . provided that the 90-day period
of review may be extended by the Court upon request of any of the
Plan Proponents.

The Reorganized Debtors relate that 23 claims were timely
submitted.  Most of the claims, Mr. O'Neill says, were submitted
by state taxing authorities, as a protective measure so as not to
have any potential rights cut off by the Administrative Claims
Bar Date.  The Reorganized Debtors believe that all of the state
tax claims are ordinary course claims that are not subject to the
Administrative Claims Bar Date.  The Debtors have been working
with the state tax authorities asserting the claims to obtain
either the withdrawal of the claims or other comparable consensual
resolutions of the claims, with several withdrawals already
obtained, Mr. O'Neill tells the Court.

Mr. O'Neill adds that the Administrative Claims that were non-tax
related have already been satisfied or will not result in a
payment by the Reorganized Debtors.  He says the Reorganized
Debtors have contacted the claimants asserting the claims to
obtain the consensual resolution or withdrawal of those claims.
With respect to both the tax and non-tax claims, the Debtors seek
an extension of the Administrative Claims Objection Deadline to
allow time for the process to be completed.

The Reorganized Debtors also relate that 335 claims are purported
to have some postpetition or administrative component.  The
Reorganized Debtors believe that most of the claims were resolved
through payment of the claim in the ordinary course of business
during their Chapter 11 cases.  Many of the claims are asbestos-
related claims that will be addressed by the Federal-Mogul
Asbestos Personal Injury Trust established under the Plan, Mr.
O'Neill says.  The Reorganized Debtors have notified the holders
of the claims.

Although the Debtors have been able to obtain the consensual
resolution of many of the purported Administrative Claims prior
to the July 24 deadline, Mr. O'Neill says there remain a number of
pending Administrative Claims that remain to be addressed.
Without the requested extension, the Debtors will be forced to
file numerous objections to the Administrative Claims that will
increase the costs to the Reorganized Debtors and the claimants,
and the administrative burdens on the Court.  Rather than subject
all parties to the costs and burdens, the Court should extend the
Administrative Claims Objection Deadline for the period requested,
he asserts.

                      About Federal-Mogul

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

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

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

The Fourth Amended Plan was confirmed by the Bankruptcy Court on
Nov. 8, 2007, and affirmed by the District Court on November 14.
Federal-Mogul emerged from chapter 11 on Dec. 27, 2007.  (Federal-
Mogul Bankruptcy News, Issue No. 170; Bankruptcy Creditors'
Service Inc.,http://bankrupt.com/newsstand/or 215/945-7000)


FERRO CORP: Closes $150 Million Convertible Senior Notes Offering
-----------------------------------------------------------------
Ferro Corporation completes its offering of $150 million aggregate
principal amount of 6.50% Convertible Senior Notes due 2013, and
that it accepted and paid for the 9-1/8% Senior Notes due 2009
validly tendered and not withdrawn as of Aug. 18, 2008, pursuant
to the tender offer and consent solicitation commenced June 20,
2008.

The Company has granted the underwriters an option to purchase
$22.5 million aggregate principal amount of Convertible Notes,
within 30 days of the initial issuance of the Convertible Notes,
to cover over-allotments.

The net proceeds to the Company from the sale of the Convertible
Notes were approximately $145.4 million.  The Company used the net
proceeds from the sale of the Convertible Notes and available
cash, including borrowings under the Company's revolving credit
facility, to purchase the 9-1/8% Notes tendered and accepted in
the tender offer and consent solicitation, to pay accrued and
unpaid interest on all such indebtedness, and to pay all premiums
and transaction expenses associated therewith.

The Convertible Notes are convertible, at the holder's option
under certain circumstances, using a net share settlement process,
into a combination of cash and, if applicable, shares of the
Company's common stock.  The initial base conversion rate for the
Convertible Notes is 30.9253 shares of the Company's common stock
per $1,000 principal amount of Convertible Notes, subject to
adjustment upon the occurrence of certain events.

In addition, if the price of the Company's common stock exceeds
the base conversion price during the settlement averaging period
applicable to a conversion, holders who convert will receive up to
an additional 18.5552 shares of the Company's common stock per
$1,000 principal amount of Convertible Notes, as determined
pursuant to a specified formula.

The initial base conversion price represents a premium of
approximately 60% based on the closing sale price of $20.21 per
share of the Company's common stock on Aug. 13, 2008.  The
Convertible Notes may not be redeemed by the Company.  Holders of
the Convertible Notes may require the Company to repurchase their
Convertible Notes at a purchase price equal to the principal
amount, plus accrued and unpaid interest, if any, if the Company
is involved in certain types of corporate transactions that
constitute a fundamental change, as defined by the terms of the
Convertible Notes.

A total of $198,987,000, or approximately 99.494% of the aggregate
principal amount of the 9-1/8% Notes, were validly tendered and
not withdrawn prior to the Early Acceptance Date.  The tender
offer and consent solicitation is scheduled to expire at 5:00
p.m., New York City time, on Aug. 26, 2008.

The final settlement with respect to the 9-1/8% Notes validly
tendered and not withdrawn after the Early Acceptance Date and
prior to the Expiration Date will be made promptly following the
Expiration Date. T he Company has called any remaining 9-1/8%
Notes that are not tendered and purchased in the tender offer and
consent solicitation for redemption on Sept. 18, 2008 pursuant to
the terms of the 9-1/8% Notes.

The Company received valid tenders and a sufficient number of
consents to adopt the proposed amendments to the indenture
governing the 9-1/8% Notes.  Such amendments were adopted on Aug.
19, 2008 pursuant to a supplemental indenture entered into with
the 9-1/8% Notes trustee.  The amendments to the indenture have
eliminated certain restrictive covenants, events of default,
conditions to legal and covenant defeasance and related provisions
with respect to the 9-1/8% Notes.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc.  acted as joint bookrunning
managers for the Convertible Notes offering.

                      About Ferro Corporation

Based in Cleveland, Ohio, Ferro Corporation (NYSE: FOE) --
http://www.ferro.com/-- is a producer of specialty chemicals
including coatings, enamels, pigments, plastic compounds, and
specialty chemicals for use in industries ranging from
construction, pharmaceuticals and telecommunications.  The company
has approximately 6,300 employees worldwide.  Ferro operates
through these five primary business segments: Performance
Coatings, Electronic Materials, Color and Performance Glass
Materials, Polymer Additives, and Specialty Plastics.  Ferro Corp.
has locations in Argentina, Australia, Belgium, Brazil, China,
among others.

                              *   *   *

As reported in the Troubled Company Reporter on Aug. 19, 2008,
Standard & Poor's Ratings Services assigned a 'B' rating to Ferro
Corp.'s proposed $150 million 6.5% convertible senior unsecured
notes and a recovery rating of '5', indicating the expectation for
modest (10% to 30%) recovery in the event of a payment default. At
the same time, S&P affirmed its 'B+' corporate credit and secured
debt ratings on the company.  The outlook is stable.  S&P also
withdrew ratings on the proposed $200 million senior unsecured
notes due 2016 which the company no longer plans to issue.

Proceeds from the offering, along with cash and borrowings under
the revolving credit facility, will be used to redeem $200 million
of secured debt maturing in January 2009.  The notes are
convertible into Ferro common stock at a specified threshold price
at the option of the holder.


FLAGSHIP GLOBAL: Halts Operations, Files for Chapter 7
------------------------------------------------------
The Board of Directors of Flagship Global Health, Inc., resolved
that it is in the best interests of the company to file a petition
in the United States Bankruptcy Court under Chapter 7 of the
United States Bankruptcy Code.  On August 19, 2008, the Company
filed the Bankruptcy Petition in the United States Bankruptcy
Court for the Southern District of New York and ceased to do
business.  The bankruptcy trustee has yet to be appointed.

Flagship Global said it has filed a Notification of Late Filing on
Form 12b-25 with the Securities and Exchange Commission relating
to its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2008. The Company's Quarterly Report on Form 10-Q was due
to be filed with the SEC on August 14, 2008.  The Company stated
in its Notification of Late Filing on Form 12b-25 that it could
not complete the preparation of its Quarterly Report on Form 10-Q
on a timely basis because the Company does not have sufficient
financial resources available to enable it to complete the
preparation of such Quarterly Report on Form 10-Q. The Company can
provide no assurance as to whether or when it will be in a
position to file its Quarterly Report on Form 10-Q.

In July, Flagship Global postponed its previously scheduled annual
stockholders' meeting which had been set for July 22, 2008.  The
Company stated that it continues to explore strategic
alternatives. The Company further stated that its cash position
continues to deteriorate and that it may have to cease operations
or seek protection under the federal bankruptcy laws.

                       About Flagship Global

Flagship Global Health, Inc. (OTB: FGHH) is an international
membership-based organization dedicated to providing the highest
level of healthcare quality for its members, whether they are at
home or traveling. Flagship is focused on providing priority
appointments to renowned and clinically acclaimed physicians, who
are typically difficult to access. Rather than simply providing
names, Flagship also offers emergent care needs, a personal
electronic Internet-based medical record repository and air
evacuation to its members.


FRIEDMANS INC: May File Plan Next Month, Wants Exclusivity Moved
----------------------------------------------------------------
Friedman's Inc. and Crescent Jewelers ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the period
during which the Debtors have the exclusive right to file a
chapter 11 plan by roughly 60 days through and including
November 24, 2008; and extending the period during which the
Debtors have the exclusive right to solicit acceptances of that
plan through and including January 23, 2009.

Lee E. Buchwald, president of Buchwald Capital Advisors LLC, in
New York, says the Debtors hope to file a plan and disclosure
statement in the next month.  Based on current projections, which
are subject to material change, distributions under the plan to
general unsecured creditors of (a) Friedman's are projected to be
between 23% and 28% and (b) Crescent are projected to be between
13% and 17%, according to Mr. Buchwald.

Mr. Buchwald was appointed sole director of Friedman's and
Crescent Jewelers on May 21, 2008, by the company's board pursuant
to a global settlement among Harbinger, the Debtors, Official
Creditors Committee and other parties-in-interest.

Mr. Buchwald says the projections are based on, among other
things, allocating overhead and administrative expenses of the
Debtors' estates between Friedman's and Crescent based on the
ratio of stores of each Debtor.  In addition, the projections
assume that an intercompany claim of Friedman's against Crescent
would be allowed.  Mr. Buchwald says the intercompany claim
represents, in principal part, the goods received by Friedman's
from merchandise vendors and distributed to the Crescent stores.
The Debtors believe, subject to the passage of the bar date and
further review of filed claims, that all merchandise creditors
shipped their goods to Friedman's, which then may have distributed
some or all of the goods to Crescent stores.

Mr. Buchwald clarifies the projections are not guaranties of
recovery. Mr. Buchwald explains that the actual distributions may
differ substantially based on a number of factors outside the
Debtors' control.

"The projections do not include any potential preference
recoveries or any potential benefits that may be derived from
corporate recoveries that the Debtors may pursue, both of which
which remain highly speculative at this time. In addition, because
the claims bar date has not yet passed, these projections are
based substantially on scheduled, not filed, claims. These
projections are also based on assumptions, including, without
limitation, those concerning the ability to recharacterize as
equity certain shareholder loans and the amount of administrative
expenses," Mr. Buchwald says.

John D. Demmy, Esq., at STEVENS & LEE, P.C., in Wilmington,
Delaware, the Debtors' counsel, notes that in the seven months
since the bankruptcy filing, the Debtors' have made major
accomplishments in marketing and selling their assets, complying
with post-sale obligations, engaging in store closings and
finalizing a global settlement with their secured lenders.
Despite the progress, Mr. Demmy says the Debtors require
additional time to thoroughly review their remaining assets and
the potential claims that will be asserted against the estates to
determine the structure of the eventual plan.

The Debtors anticipate working with the creditors' committee to
craft a plan, the members of the Committee, other creditors of the
estates and other parties-in-interest, Mr. Demmy says.

                        About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
-- and -- http://www.crescentonline.com/-- is the parent company
of a group of companies that operate fine jewelry stores located
in strip centers and regional malls in the southeastern United
States.

On Jan. 14, 2005, Friedman's and eight of its affiliates filed for
chapter 11 before the United States Bankruptcy Court for the
Southern District of Georgia, Case No. 05-40129.  On Nov. 23,
2005, the Court confirmed the Debtors' Amended Plan and that Plan
became effective on Dec. 9, 2005.

Crescent Jewelers, the largest jewelry retailer on the West Coast,
filed for Chapter 11 protection on Aug. 12, 2004 (Bankr. N.D.
Calif. Case No. 04-44416).  On June 15, 2006, the California
Bankruptcy Court confirmed Crescent Jewelers' Second Amended Plan
of Reorganization on July 13, 2006.

In 2006, Friedman's acquired Crescent's equity in Crescent's own
chapter 11 bankruptcy case in California.  Crescent became a
wholly owned subsidiary of Friedman's.

On Jan. 22, 2008, five parties declaring claims aggregating
$9,081,199, filed an involuntary Chapter 7 petition against
Friedman's.  The petitions were Rosy Blue, Inc.; Rosy Blue Jewelry
Inc.; Jay Gems, Inc., dba Jewelmark; Simply Diamonds Inc.; and
Paul Winston-Eurostar LLC.

As of Jan. 28, 2008, Friedman's operated 388 stores in 19 states
with over 2,890 employees while Crescent Jewelers operated 85
stories in 3 states with over 600 employees.  Friedman's and
Crescent Jewelers filed for chapter 11 protection on Jan. 28, 2008
(Bankr. D. Del. Case Nos. 08-10161 and 08-10179).

The Debtors are represented by John D. Demmy, Esq., at STEVENS &
LEE, P.C., in Wilmington, Delaware, and Nicholas F. Kajon, Esq.,
David M. Green, Esq., and Jocelyn Keynes, Esq., at STEVENS & LEE,
P.C., in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

Alan Kolod, Esq., Lawrence L. Ginsburg, Esq., Christopher J.
Caruso, Esq., at Moses & Singer LLP, in New York, and Charlene D.
Davis, Esq., Justin K. Edelson, Esq., and Mary E. Augustine, Esq.,
at Bayard P.A., in Wilmington, Delaware.

In April 2008, the Debtors obtained permission to sell to
Whitehall Jewelers, Inc., inventory located at 78 of the Debtors'
store locations, and to assume and assign to Whitehall the
underlying leases with respect to those 78 locations.  As of Dec.
28, 2007, the Debtors listed total assets of $245,787,000 and
total liabilities of $171,877,000.


FULTON STREET: Fitch Junks $103 Million Class A-1B Notes
--------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative four
classes of notes and withdraws one class of notes issued by Fulton
Street CDO Ltd./Funding Corp.  These rating actions are effective
immediately:

   -- $125,560,245 class A-1A Notes to 'WD' from 'AAA';
   -- $103,238,424 class A-1B Notes to 'CCC' from 'AAA';
   -- $34,000,000 class A-2 Notes to 'CC' from 'A+';
   -- $9,771,531 class B-1 Notes to 'C' from 'B-';
   -- $10,727,157 class B-2 Notes to 'C' from 'B-';
   -- $7,097,741 class C Notes remain at 'C/DR6'.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime
residential mortgage-backed securities, Alternative-A RMBS, and
structured finance (SF) collateralized debt obligations with
underlying exposure to subprime RMBS.

Fitch withdraws the rating of the class A-1A notes based on the
withdrawal of MBIA's Insurer Financial Strength (IFS) rating,
which Fitch no longer rates.

Fulton Street is a cash flow SF CDO that closed on March 27, 2002,
and is managed by Clinton Group Inc. Presently 15.6% of the
portfolio is comprised of 2005 and 2006 vintage U.S. subprime
RMBS, 9.0% consists of pre-2005, 2005 and 2006 vintage U.S. SF
CDOs, and 2.8% is comprised of 2006 vintage U.S. Alt-A RMBS.

Since Aug. 21, 2007, approximately 42.7% of the portfolio has been
downgraded with 21.0% of the portfolio currently on Rating Watch
Negative. Further, 48.0% of the portfolio is now rated below
investment grade, of which 24.2% of the portfolio is rated 'CCC+'
and below.  The negative credit migration experienced since the
last review on August 21, 2007 has resulted in the Weighted
Average Rating Factor deteriorating to 'BB-/B+' from 'BBB/BBB-'.

The collateral deterioration has caused each of the
overcollateralization ratios and interest coverage ratios to fail
their respective tests. As of the trustee report dated July 15,
2008, the class A-1 OC ratio was 105.8%, the class A-2 OC ratio
was 93.1%, the class B OC ratio was 86.9%, and the class C OC
ratio was 85.0%.  The class A-1, A-2, B, and C OC trigger levels
are 115.0%, 104.0%, 101.0%, and 100.0%, respectively. All of the
IC tests are also failing.  The class A-1 IC ratio was 125.0%
compared to the 126.0% trigger level, the class A-2 IC ratio was
108.7% compared to the 115.0% trigger level, and the class B IC
ratio was 95.1% compared to the 109.0% trigger level.  In
addition, although the weighted average spread was passing at 2.1
compared to the 2.0 trigger level, the weighted average coupon
was failing at 7.4 compared to the 7.7 trigger level.

Moreover, as a result of the failed class A-1 OC and IC tests,
interest proceeds are diverted from the class B and C notes to
cure the failing coverage tests, and all principal proceeds are
also being diverted to the class A notes to cure the failing class
A-1 and A-2 IC tests.  So, the class A-1 notes are currently paid
principal, pro-rata.  The class A-2 notes are receiving interest
payments only, and payment of interest to the class B-1, B-2, and
C notes has been made in kind by writing up the principal balance
of each class by the amount of interest owed.

The classes are removed from rating watch, as Fitch believes
further negative migration in the portfolio will have a lesser
impact on the class.  Additionally, Fitch is reviewing its SF CDO
approach and will comment separately on any changes and potential
rating impact at a later date.

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

Fitch will continue to monitor and review this transaction for
future rating adjustments.


GENERAL MOTORS: Allows Navistar Medium Duty Truck MOU to Expire
---------------------------------------------------------------
Due to significant marketplace and economic changes, General
Motors Corp. and Navistar International Corp. have decided not to
renew the memorandum of understanding to purchase GM's medium duty
truck business, which has expired.  GM will continue to run the
medium duty business as it has in the past, including providing
sales, service and marketing support to GM dealers for its medium
duty trucks.

GM will continue to review strategic options for the business,
including continued discussions with Navistar.

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services. On the Net:
http:www.navistar.com/


GENERAL MOTORS: Navistar Deal Canceled; S&P Ratings Unaffected
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (B-/Negative/--) and Navistar International Corp.
(BB-/Negative/--) and are not affected by the companies'
announcement that the companies are exiting a preliminary
agreement for Navistar to purchase GM's medium-duty truck
business.

"The GM unit produces about 25,000 to 35,000 Class 4-7 medium-duty
trucks per year, depending on the phase of the industry cycle.
Demand in these segments has been under severe pressure because of
the weak U.S. economy and high diesel fuel prices, which have
reduced freight volumes and deterred trucking companies from
ordering new equipment. We do not expect a meaningful rebound in
demand until early 2009 at the earliest. Although the acquisition
would have provided Navistar with substantial additional revenues
and some long-term potential to reduce its per-unit manufacturing
costs, cash flow and profitability likely would have been minimal
to negative for the first few years. We had factored neither
potential benefits nor much incremental acquisition-related
financial risk into Navistar's ratings," S&P relates.

"For GM, proceeds from the unit's sale would not have provided a
significant source of increased liquidity. GM recently announced
that it is exploring making between $2 billion and $4 billion of
asset sales by the end of 2009 as part of a series of actions to
bolster liquidity, but we believe the medium-duty truck business
proceeds would have been small to negligible."


GOODY'S FAMILY: Can Reject 59 Unexpired Non-Residential Leases
--------------------------------------------------------------
The Hon. Christopher Sontchi of the United States Bankruptcy Court
for the District of Delaware authorized Goody's Family Clothing
Inc. and its debtor-affiliates to reject 59 unexpired leases of
non-residential real property and abandon personal property.

Landlords will take control of the premises immediately; however,
they will have to surrender any security deposits to the Debtors.

On July 30, 2008, the Debtors' estate advisor, DJM Realty Services
LLC, said the leases have no marketable value and no bids were
received to justify an auction of the leases.  The Debtors spent
about $21 million in cost for the leases annually, the firm
pointed out.

A full-text copy of the Debtors' list of unexpired leases of non-
residential real property is available for free at:

                http://ResearchArchives.com/t/s?3104

Headquartered in Knoxville, Tennessee, Goody's Family Clothing
Inc. -- http://www.shopgoodys.com/-- operates a chain of clothing
stores.  The company is owned by Goody's Holdings Inc., a non-
debtor entity.  As of May 31, 2008, the company operates 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.

The company and 19 of its affiliates filed for Chapter 11
protection on June 9, 2008 (Bankr. D. Del. Lead Case No.08-11133).
Gregg M. Galardi, Esq., and Marion M. Quirk, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the Debtors.  When the Debtors
filed for protection against their creditors, they listed assets
of between $100 million and $500 million and debts of between
$100 million and $500 million.

As of May 3, 2008, the Debtors' records reflected total assets of
$313,000,000 -- book value -- and total debts of $443,000,000.


GRIDER EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Grider Excavating Inc.
         18910 N. Walnut Street
         Muncie, IN 47303

Bankruptcy Case No.: 08-09536

Chapter 11 Petition Date: Aug. 6, 2008

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: Jeffrey M. Hester
                   Tucker Hester LLC
                   Suite 100, 429 N Pennsylvania St.
                   Indianapolis, IN 46204-1816
                   Tel: (317) 833-3030
                   Fax: (317) 833-3031
                   E-mail: jeff@tucker-hester.com

Total Assets: $302,515

Total Debts: $1,698,018

A list of the Debtor's largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb08-09536.pdf


GSRPM MORTGAGE TRUST: S&P Cuts Ratings on Two Classes to BB, B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-2 and B-3 mortgage pass-through certificates from GSRPM
Mortgage Loan Trust 2004-1. At the same time, S&P affirmed the
ratings on the six remaining classes from this transaction.

The downgrades of class B-2 and B-3 reflect collateral performance
that has eroded available credit support. Monthly realized losses
for this transaction have exceeded excess interest for nine out of
12 remittance periods over the course of the past year.
Additionally, losses have exceeded monthly excess interest by an
average of approximately 1.98x over the past 12 months. Moreover,
the failure of excess interest to cover monthly losses has
resulted in the deterioration of overcollateralization (O/C). For
the July 2008 remittance period, O/C was $2,608,256.02, which is
below its target of $7,742,939.66, resulting in a deficiency of
approximately $5,134,683.64.

The affirmations reflect current credit support percentages and
projected credit support percentages (as a percent of the adjusted
pool balance) that S&P believes are sufficient to support the
notes at the current rating levels.

   Class             CCS (%)(i)   PCS (%) (ii)
   -----             ----------   ------------
   A-1, A-2, A-3     89.89        102.19
   M-1               66.29        73.18
   M-2               46.37        49.35
   B-1               34.56        34.71

  (i) CCS-Current credit support. (ii) PCS-Projected credit
support.

As of the July 2008 remittance period, cumulative losses for
series 2004-1 were 7.25% of the original principal balance, total
delinquencies were 35.40% of the current principal balance, and
severe delinquencies (90-plus days, foreclosures, and real estate
owned {REO}) were 18.90% of the current principal balance.

If delinquencies continue to translate into realized losses, S&P
will likely take further negative rating actions on the
outstanding classes from these transactions.

The transaction is 45 months seasoned and has a pool balance of
33.89%. A combination of subordination, excess spread, and O/C
provide credit support for this transaction.

The underlying collateral originally consisted of subperforming
and reperforming mortgage loans, which are secured by first and
second liens on one- to four-family residential properties or
multifamily properties.

RATINGS LOWERED

GSRPM Mortgage Loan Trust 2004-1
Mortgage pass-through certificates

                  Rating
   Class       To        From
   -----       --        ----
   B-2         BB        BBB
   B-3         B         BB

RATINGS AFFIRMED

GSRPM Mortgage Loan Trust 2004-1
Mortgage pass-through certificates

   Class                Rating
   -----                ------
   A-1, A-2, A-3        AAA
   M-1                  AA
   M-2                  A
   B-1                  BBB+


HELP-U-SELL: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Glenn Roberts Jr. of Inman.com reports that The Help-U-Sell Real
Estate franchise company entered Chapter 11 bankruptcy
proceedings.

The Chapter 11 filing follows a Chapter 7 bankruptcy petition
filed in March by John D. LaFountaine, president of the Western
Michigan region and Eastern Michigan region for Help-U-Sell, and
Garrett Pagon, manager of Help-U-Sell FS3 LLC of Snohomish, Wash.
The group sought a judgment of $1.04 million from the Debtor.

According to the report, American Pacific Financial Corp. and its
related entities assert in court documents "secured interests" in
the Help-U-Sell franchise company's property.  The claim includes
receivables from home sales pursuant to loans that total more than
$4 million.

The company estimates it has about 450 franchise offices in the
country.  "...[F]ranchisees should not be impacted by corporate
issues," according to Ashton Asensio, who is the consulting chief
operating officer for Help-U-Sell.

Mr. Asensio predicts the bankruptcy proceeding to take about six
months.

Founded in 1976, Help-U-Sell franchise offices offer flat-fee
services to sellers and also offer services to buyers.  Help-U-
Sell franchise company, Realty Information Systems Inc. had filed
for bankruptcy in the mid-1990s, and later emerged.


HI-LINE CONSTRUCTION: Case Summary & 8 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Hi-Line Construction, Inc.
         1200 Nevada Street, Suite 202
         Redlands, CA 92374

Bankruptcy Case No.: 08-20718

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: August 20, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Stephen R. Wade, Esq.
                    (dp@srwadelaw.com)
                   The Law Offices of Stephen R Wade
                   400 N Mountain Ave., Ste. 214B
                   Upland, CA 91786
                   Tel: (909) 985-6500
                   Fax: (909) 985-2865

Total Assets: $741,000

Total Debts: $1,274,572

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

             http://bankrupt.com/misc/califcb08-20718.pdf


HOWD MANOR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Howd Manor Group, LLC
         P.O. Box 9013
         Schenectady, NY 12309

Bankruptcy Case No.: 08-12762

Type of Business: The Debtor provides health care services.

Chapter 11 Petition Date: August 20, 2008

Court: Northern District of New York (Albany)

Debtor's Counsel: Francis J. Brennan, Esq.
                    (fbrennan@nolanandheller.com)
                   Nolan & Heller, LLP
                   39 North Pearl Street
                   Albany, NY 12207
                   Tel: (518) 449-3300
                   http://nolanandheller.com/

Total Assets: $1,100,000

Total Debts: $496,691

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


HSI ASSET: Moody's Junks Eight Class Certificates' Ratings
----------------------------------------------------------
Moody's Investors Service downgraded ten certificates from HSI
Asset Securitization Corporation Trust 2007-WF1.  One of the
downgraded certificates will remain on review for possible further
downgrade, while four other certificates have been placed on
review for possible downgrade.

Complete rating actions are:

Issuer: HSI Asset Securitization Corporation Trust 2007-WF1

   -- Cl. I-A, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. II-A-2, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. II-A-3, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. II-A-4, Placed on Review for Possible Downgrade,
      currently Aaa

   -- Cl. M-1, Downgraded to Ba3 from Aa1

   -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to C from Aa3

   -- Cl. M-4, Downgraded to C from Aa3

   -- Cl. M-5, Downgraded to C from A1

   -- Cl. M-6, Downgraded to C from A2

   -- Cl. M-7, Downgraded to C from A3

   -- Cl. M-8, Downgraded to C from Baa1

   -- Cl. M-9, Downgraded to C from Ba2

   -- Cl. M-10, Downgraded to C from B1

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.


INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down by $18.4MM
--------------------------------------------------------------
Independence Tax Credit Plus L.P.'s consolidated balance sheet at
June 30, 2008, showed $90.3 million in total assets,
$102.3 million in total liabilities, and $6.4 million in minority
interests, resulting in a $18.4 million total partners' deficit.

The Partnership reported a net loss of $2.2 million on total
revenues of $2.4 million for the first quarter ended June 30,
2008, compared with net income of $64,966 on total revenues of
$2.5 million for the quarter ended June 30, 2007.

Loss from discontinued operations (including minority interest in
loss of subsidiaries from discontinued operations) was
$1.1 million in the 2008 first quarter, as compared to income from
discontinued operations of $1.2 million in the 2007 first quarter.

                  Liquidity and Capital Resources

The Partnership's capital was originally invested in twenty-eight
Local Partnerships.  As of June 30, 2008, the Partnership sold its
limited partnership interest in five Local Partnerships, the
property and the related assets and liabilities of two Local
Partnerships and transferred the deed to the property and the
related assets and liabilities of one Local Partnership.  In
addition, as of June 30, 2008, four Local Partnerships have
entered into agreements to sell their property and the related
assets and liabilities and the Partnership entered into an
agreement to sell its limited partnership interest in one Local
Partnerships.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30fc

              About Independence Tax Credit Plus L.P.

Based in New York, Independence Tax Credit Plus L.P., a Delaware
limited partnership, was organized on Nov. 7, 1990, but had no
activity until May 31, 1991, and commenced its public offering on
July 1, 1991.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.
The general partner of Related Independence Associates L.P. is
Related Independence Associates Inc., a Delaware corporation.  The
ultimate parent of Related Independence Associates Inc. is
Centerline Holding Company.

The Partnership's business is to invest as a limited partner in
other partnerships (Local Partnerships) that own leveraged
apartment complexes that are eligible for the low-income housing
tax credit enacted in the Tax Reform Act of 1986, some of which
may also be eligible for the historic rehabilitation tax credit.

Qualified Beneficial Assignment Certificates holders are entitled
to tax credits over the period of the Partnership's entitlement to
claim tax credits with respect to each Apartment Complex.

The Partnership is currently in the process of disposing of its
investments.


INDYMAC BANK: FDIC Implements Distressed Mortgage Loan Program
--------------------------------------------------------------
FDIC Chairman Sheila C. Bair announced this week that IndyMac
Federal Bank, FSB will implement a new program to systematically
modify troubled mortgages.  The program is designed to achieve
affordable and sustainable mortgage payments for borrowers and
increase the value of distressed mortgages by rehabilitating them
into performing loans.  This in turn will maximize value for the
FDIC as well as improve returns to the creditors of the former
IndyMac Bank and to investors in those mortgages.  The new program
will help IndyMac Federal improve its mortgage portfolio and
servicing by modifying troubled mortgages, where appropriate, into
performing mortgages.

"I have long supported a systematic and streamlined approach to
loan modifications to put borrowers into long-term, sustainable
mortgages achieving an improved return for bankers and investors
compared to foreclosure," said Chairman Bair. "The program . . .
will provide affordable mortgages for eligible borrowers primarily
in the so-called 'Alt-A' market.  It provides a systematic
approach for modifying troubled loans with payment resets due to
negative amortization and other resets -- a market where we are
seeing growing defaults and foreclosures.  The modified loans will
be underwritten to an affordable debt-to-income ratio.  By
providing long-term sustainable payments, this program will reduce
future defaults, improve the value of the mortgages, and cut
servicing costs.  Our goal is to get the greatest recovery
possible on loans in default or in danger of default, while
helping troubled borrowers remain in their homes.  I believe we
achieve that with this framework."

Chairman Bair continued, "Foreclosure is often a lengthy, costly
and destructive process.  Avoiding foreclosure not only
strengthens local neighborhoods where foreclosures are already
driving down property values, it makes good business sense. This
is a 'win-win' program all around."

The former IndyMac Bank, F.S.B. Pasadena, California, was closed
on July 11th by the Office of Thrift Supervision and the FDIC was
appointed as receiver. On the same day, the FDIC was named as
conservator for a new institution, IndyMac Federal Bank, FSB.

IndyMac Federal is focusing first on helping those borrowers with
mortgages that are seriously delinquent or in default, but will
seek to work with others who are unable to pay their mortgages due
to payment resets or changes in the borrowers' repayment
capacities. Based on this analysis, IndyMac Federal will extend
proposed modification offers to borrowers for modifications or
other loss mitigation designed to achieve affordable, long-term
payments. IndyMac Federal will send an estimated 4,000
modification proposals to borrowers this week and thousands of
additional proposals in the coming weeks. Once a borrower receives
a modification proposal, he or she should begin making the
modified payments and provide information to verify his or her
income. Finalization of the modification agreement is contingent
on the borrower providing information to allow verification of
income to confirm that he or she qualifies for the proposed
modification.

Under the IndyMac Federal program, eligible mortgages would be
modified into sustainable mortgages permanently capped at the
current Freddie Mac survey rate for conforming mortgages.
Modifications would be designed to achieve sustainable payments at
a 38 percent DTI ratio of principal, interest, taxes and
insurance. To reach this metric for affordable payments,
modifications could adopt a combination of interest rate
reductions, extended amortization, and principal forbearance.
Interest rate reductions below the current Freddie Mac survey rate
may be made for a period of five years where such reductions are
necessary to achieve a 38 percent DTI, and the reduced rate is
consistent with maximizing net present value. For these loans,
after five years, the interest rate would increase by no more than
one percent per year until it is capped at the Freddie Mac survey
rate where it would remain for the balance of the loan term. Other
modification features could be combined with an interest rate
reduction, as necessary and consistent with maximizing the value
of the mortgage, to achieve sustainable payments.

IndyMac Federal will only make modification offers to borrowers
where doing so will achieve an improved value for IndyMac Federal
or for investors in securitized or whole loans. Modification
offers will be provided consistent with agreements governing
servicing for loans serviced by IndyMac Federal for others. The
modification program does not guarantee a modification offer for
IndyMac Federal borrowers.

Additional information about the Indymac Federal Bank FSB loan
modification program is available at

    http://www.fdic.gov/consumers/loans/modification/indymac.html

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system.  The
FDIC insures deposits at the nation's 8,494 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, namonitoring and addressing risks
to which they are exposed.  The FDIC receives no federal tax
dollars -- insured financial institutions fund its operations.

                       About IndyMac Bancorp

Based 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 originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection on
July 31, 2008 (Bankr. C.D.Calif., Case No. 08-21752).
Representing the Debtor are Dean G. Rallis, Jr., Esq., and John C.
Weitnauer, Esq.  Bloomberg noted that Indymac had $32.01 billion
in assets as of July 11, 2008.  In court documents, IndyMac
disclosed estimated assets of $50 million to $100 million and
estimated debts of $100 million to $500 million.


INTERMET CORP: Can Use CapitalSource's Cash Collateral on Interim
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Intermet Corp. and its debtor-affiliates to use, in an
interim basis, cash collateral of several lenders including
CapitalSource Finance LLC, as collateral agent.

A hearing is set for Sept. 3, 2008, at 4:00 p.m., to consider
final approval of the motion.  A hearing will take place at 824
Market St., 6th Floor, Courtroom #3 in Wilmington, Delaware.
Objections, if any, are due Aug. 28, 2008.

The proceeds of the cash collateral will be used to maintain daily
operations and to fund working capital needs.  The Debtors are now
in talks with its prepetition lenders to obtain postpetition
financing.

The Debtors tell the Court that the absence of cash collateral
will cause irreparable harm and prejudice to their estates and all
parties in interest.

The Debtors are party to several prepetition credit facilities
including:

   a) revolving credit agreement dated May 15, 2006, with
      CapitalSource Finance, Goldman Sachs Credit Partners LP and
      Caspian Capital.  As of the Debtors' bankruptcy filing, the
      principal balance under the agreement was $20 million;

   b) first lien term loan, letter of credit and guarantee
      agreement dated Nov. 9, 2005, with Goldman Sachs.  As of the
      Debtors' bankruptcy filing, the  principal balance under the
      agreement was $24 million plus $29 million of letters of
      credit issued; and

   c) second lien term loan and guarantee agreement date Nov. 9,
      2005, with Goldman Sach and LaSalle Bank Midwest N.A.   As
      of the Debtors' bankruptcy filing, the principal balance
      under the agreement was $70 million.

As adequate protection, the lenders will be granted:

   -- a replacement security interest in and lien upon all of the
      existing collateral, subject to carve out;

   -- a superpriority claim in the amount of the adequate
      protection obligations pursuant to Section 507(b) of the
      Bankruptcy Code; and

   -- current cash payments of all fees and expenses payable to the
      prepetiton agent including reasonable fees and disbursements
      of counsel to the prepetition agents.

In addition, the adequate protection liens and superperiority
claims is subject to a $500,000 carve-out for payment to fees
payable to the U.S. Trustee and Clerk of the Court, and reasonable
fees of professionals retained by the Debtors or the committee.

                           About Intermet

Headquartered in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008 (D.
Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
James E. O'Neill, Esq., Laura davis Jones, Esq. and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed assets of between
$50 million and $100 million and total debts of between $100
million and $500 million.


INTERSTATE BAKERIES: Union, Ripplewood Inks Deal to Protect Jobs
----------------------------------------------------------------
Teamsters Union reached a deal with investor Ripplewood Holdings
and creditors to save Interstate Bakeries Corporation from
liquidation and protect Teamster jobs.  Details of the plan will
be disclosed in the next several weeks.

"This deal is important in IBC's recovery from bankruptcy as we
work to protect our members' jobs," said Teamsters General
President, Jim Hoffa.  "The Teamsters Union worked very hard to
secure a workable plan to create a healthier company and secure
good jobs for our members -- the true heart and soul of IBC."

"After what looked like a drop off in negotiations, I'm pleased
to announce that we were able to broker a settlement very late
last night," said Richard Volpe, Director of the Teamsters Bakery
Workers Conference.  "Our priority from the beginning was to help
IBC find a plan that would preserve the best chance for the
company's long-term viability."

Under the proposed settlement between the banks, Ripplewood
Holdings and the Teamsters, IBC will be able to emerge as a stand-
alone company after four years of bankruptcy.

"This settlement was not without sacrifices from all parties
involved," Mr. Volpe said.  "But it will place the company on the
best footing possible for its future success, and keep as many
hardworking union men and women employed as possible."

The Teamsters Bakery Conference represents more than 9,500
employees of IBC.  The International Brotherhood of Teamsters was
founded in 1903 and represents 1.4 million hardworking men and
women in the United States, Canada and Puerto Rico.

                      About Interstate Bakeries

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

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

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.  A new plan filing
deadline was set for June 30, 2008; no plan was filed as of that
date.


JEFFERSON COUNTY: Bankruptcy Decision to Depend on Nov. Referendum
------------------------------------------------------------------
Commissioners for Jefferson County, Alabama's largest county,
voted 3-2 to hold a referendum for residents to decide whether or
not the county should file for bankruptcy, reports say.  This was
after they abandoned talks of raising taxes and fees due to fierce
opposition.

The referendum will coincide with the general election, set Nov.
4.

A bankruptcy would put interest payments and lawsuits against the
county on hold, while it restructures debt.  But it could also
damage the county's credit rating, force spending cuts and layoffs
of some of the county's 4,000 employees as well as increase taxes,
AHN reports.

As reported by the Troubled Company Reporter on Aug. 4, 2008,
Jefferson County reached an agreement with creditors to extend
payment on a $3.2  billion sewer debt until Nov. 17, 2008.
A $100 million payment on the debt was supposedly due Aug. 1.

As part of agreement, the county will pay creditors $44 million of
principal.  XL Capital Assurance, the bond insurance unit of
Security Capital Assurance and a major bond insurer for Jefferson
County, would pay $35 million of the principal, county commission
President Bettye Fine Collins said, according to a report by
Melinda Dickinson of Reuters.

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.  The Aug. 1 agreement was the fourth
extension with creditors since the county failed to make a payment
on April 1.  The county's major creditors include investment banks
JPMorgan Chase, Goldman Sachs and Lehman Brothers.

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.

            Citigroup Replaces Goldman Sachs as Adviser

Citigroup Inc. was appointed as part of a new banking team
advising Jefferson County after Goldman Sachs Group. Inc. refused
to take the job, Martin Z. Braun and William Selway at Bloomberg
News reported.  As reported by the Troubled Company Reporter on
July 9, 2008, the Jefferson County 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.

                      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.  It could beat the record of $1.7 billion, set by
Orange County, California in 1994.

                          *     *     *

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.

As reported by the TCR on July 22, 2008, Moody's Investors
Service's continues to review the Caa3 rating on Jefferson
County's (AL) $3.2 billion in outstanding sewer revenue
warrants for possible downgrade.


JOE GIBSONS: Hearing on Ch. 11 Case Conversion Set Sept. 4
----------------------------------------------------------
Craig Peters of The Spartanburg Herald-Journal reports that some
20 people with claims against auto dealerships owned by Paul
Michael "Joe" Gibson asked him questions under oath during a
creditors meetings on Aug. 15.

The questions relate to complaints filed against the Debtor,
including marketing, and alleged misleading service agreement
terms.  The dealerships Mr. Gibson owned face more than 100
lawsuits.

According to the report, a hearing to determine whether the
Chapter 11 filings will be converted to Chapter 7 or completely
dismissed is scheduled for Sept. 4 in Spartanburg.  The hearing
will also determine if a Chapter 11 trustee should be put in
charge of the case, according to News Channel 7 (S.C.).

In a previous report, Mr. Peters said that the Debtors' businesses
closed on Aug. 2, 2008.

G. William McCarthy, Jr., Esq., attorney for Mr. Gibson, said the
Debtor received three intentions of interests from unidentified
potential buyers.  According to the report, Mr. McCarthy said the
potential sales of the dealerships would produce the most amount
of cash to repay creditors and potential claimants if they won a
pending suit; although the money might not be enough to pay all
claims.

                       About the Debtors

Joe Gibson's Auto World, Inc., and its subsidiary, Joe Gibson
Automotive, Inc., sell new & used automobiles in retail.

Joe Gibson's Auto World, Inc., and Joe Gibson Automotive, Inc.,
filed separate voluntary petitions under Chapter 11 on July 16,
2008 (Bankr. S.D. N.Y. Lead Case No. 08-04215).  G. William
McCarthy, Jr., Esq., represent the Debtors in their
restructuring efforts.  When Joe Gibson's Auto World, Inc. filed
for bankruptcy, it listed estimated assets of between $1,000,0000
and $10,000,000 and estimated debts of between $10,000,0000 and
$50,000,000.


KIMBALL HILL: Ken Love, Diane Hill to Serve as Directors
--------------------------------------------------------
Kimball Hill Inc. appointed Ken Love as executive chairman of the
company and Diane Hill as a director.

Mrs. Hill, wife of founder David K. Hill, will be a member of the
board of directors.  She retired from Northwestern University
where she served for 32 years as senior lecturer, author
and clinical supervisor in speech and language pathology.  She is
a member of several boards -- including Northwest Community
Hospital, Augustana College, Northwest Community Cultural Council,
the WINGS Advisory Board and is an active member of the Harper
Community College Educational Foundation.

Mr. Love succeeds David K. Hill.  He joined the company in 2005 as
vice chairman.  In October 2007, he was appointed president and
chief executive officer.  He has served as a member of
the board since 2005.  Before joining Kimball Hill Homes, he held
the position of senior partner with Deloitte & Touche LLP for
nearly three decades.

"I am honored to be following in the footsteps of such a great
leader," said Mr. Love.  "As I reflect on the strengths of
everyone at Kimball Hill Homes I am awed by the level of
commitment to Caring Excellence that David inspired.

"With the addition of Diane to the Board, I believe Kimball Hill
Homes will continue to build on these enduring principles of
straightforward business practices, extraordinary customer
satisfaction and an organization demonstrating Caring Excellence
in all aspect of its dealings."

                        About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.


LIBERTY TAX II: June 30 Balance Sheet Upside-Down by $14,027,016
----------------------------------------------------------------
Liberty Tax Credit Plus II L.P.'s consolidated balance sheet at
June 30, 2008, showed $22,693,383 in total assets, $36,728,493 in
total liabilities, and $8,094 in minority interests, resulting in
a $14,027,016 partners' deficit.

The Partnership reported net income of $315,564 on total
revenues of $288,495 for the first quarter ended June 30, 2008,
compared with a net loss of $54,040 on total revenues of $299,012
for the quarter ended June 30, 2007.

Rental income increased approximately 2% for the three months
ended June 30, 2008, as compared to the corresponding period in
2007, primarily due to an increase in rental rates at one Local
Partnership.

Other income decreased approximately $15,000 for the three months
ended June 30, 2008, as compared to the corresponding period in
2007, primarily due to a decrease in the amount of cash being
invested at the Partnership level.

Total expenses, excluding general and administrative and general
and administrative-related parties remained fairly consistent with
a decrease of approximately 3% for the three months ended June 30,
2008, as compared to the corresponding period in 2007.

General and administrative expenses decreased approximately
$87,000 for the three months ended June 30, 2008 as compared to
the corresponding period in 2007, primarily due to a decrease in
accounting and legal fees due to less sales activity at the
Partnership level and a decrease in salary costs at one Local
Partnership.

General and administrative-related parties expenses decreased
approximately $78,000 for the three months ended June 30, 2008 as
compared to the corresponding period in 2007, primarily due to a
decrease in partnership management fees resulting from the sale of
properties and a decrease in expense reimbursements at the
Partnership level.

Net income from discontinued operations (including minority
interest) was $500,076 for the first quarter ended June 30, 2008,
as compared to $292,051 for the first quarter ended June 30, 2007.

                  Liquidity and Capital Resources

The Partnership's capital was originally invested in twenty-seven
Local Partnerships.  As of June 30, 2008, the properties and the
related assets and liabilities of fifteen Local Partnerships and
the limited partnership interest in eight Local Partnerships were
sold.  In addition, as of June 30, 2008, the Partnership has
entered into agreements to sell its limited partnership interests
in two Local Partnerships.

Full-text copies of the Partnership's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30fb

                  About Liberty Tax Credit Plus II

Based in New York, Liberty Tax Credit Plus II L.P. invests in
other limited partnerships owning leveraged low-income multifamily
residential complexes that are eligible for the low-income housing
tax credit  enacted in the Tax Reform Act of 1986, and to a lesser
extent in Local Partnerships owning properties that are eligible
for the historic rehabilitation tax credit.

The general partners of the Partnership are Related Credit
Properties II L.P., a Delaware limited partnership, Liberty
Associates II L.P., a Delaware limited partnership, and Liberty GP
II Inc., a Delaware corporation.

The general partner of Related Credit Properties II L.P. is
Related Credit Properties II Inc., a Delaware corporation.  The
general partners of Liberty Associates II L.P. are Related Credit
Properties II Inc., and Liberty GP II Inc.  Liberty Associates II
L.P. is also the special limited partner of the Partnership.  The
ultimate parent of the general partners of the Partnership is
Centerline Holding Company.


LUBBOCK MEDICAL: Lender Wants PostPetition Loan Reinstated
----------------------------------------------------------
Northstar Hospital LLC on Aug. 18, 2008, pressed the U.S.
Bankruptcy Court for the Northern District of Texas to reinstate a
$75,000 loan it is willing to advance to Lubbock, Texas-Highland
Medical Center, L.P., or eliminate loan terms opposed by the U.S.
Internal Revenue Service, William Rochelle of Bloomberg News
relates.

Mr. Rochelle says that the Court approved the Northstar loan on
August 1 but revoked the order on August 8 after the IRS opposed
some of the loan terms.  Northstar extended the loan on August 1,
according to the report.

As reported by the Troubled Company Reporter on Aug. 7, 2008,
Northstar was expected to make an offer to acquire Highland
Medical Center, subject to approval by the Court.

A lender, which previously agreed to advance the Debtor with an
aggregate sum of $150,000, backed out prior to a July 31, 2008,
hearing to approve the pospetition financing, Mr. Rochelle notes.

             About Lubbock Texas-Highland Medical Center

Lubbock, Texas-Highland Medical Center, L.P., doing business as
Highland Community Hospital and Highland Medical Center --
http://www.highlandcommunityhospital.com-- provides general
medical and surgical care for inpatient, outpatient, and
emergency room patients, and participates in the Medicare and
Medicaid programs.  Highland employs about 100 workers.

The Debtor filed for chapter 11 bankruptcy protection on May 31,
2008, before the U.S. Bankruptcy Court for the Northern District
of Texas (Case No. 08-50202).  Max Ralph Tarbox, Esq., at
McWhorter, Cobb & Johnson, LLP, in Lubbock, Texas, represents the
Debtor.

When it filed for bankruptcy, the Debtor disclosed $10 million to
$50 million in estimated assets and debts of the same range.


LYNNKOHN LLC: Files for Bankruptcy to Stave Off LNB's Foreclosure
-----------------------------------------------------------------
Lynnkohn LLC filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code before the United States Bankruptcy
Court for the Western District of Arkansas to avert a foreclosure
of its property, Bloomberg News report.

The company's condominium building in Fayetteville -- excluding
seven condo units sold last year -- was scheduled for sale
yesterday, Stacey Roberts of Arkansas Democrat Gazette reports.
Mrs. Robert says, in conjunction with the Chapter 11 filing, the
company sued:

    -- Legacy National Bank, which foreclosed on $18.7 million
       worth of loan in connection to the project on Jan. 2, 2008,
       and

    -- Flake & Kelley Commercial, which served as the bank's
       receiver to sell the company's building.

In the lawsuit, the company is seeking at least $10 million in
damages in the aggregate for breach of contract.

Marshall Ney, Esq., at Mitchell, Williams, Selig, Gates &
Woodyard, represents Legacy National, Arkansas Democrat notes.

According to Bloomberg, the company disclosed total assets of
$35.3 million and total debts of $31.6 million.  Moreover, the
company owes at least $3.88 million in claims to 86 unsecured
creditors and real estate debt of about $25.3 million, Arkansas
Democrat adds.

Headquartered in Fayetteville, Arkansas, Lynnkohn LLC develops
real estate in northwest Arkansas.  Brandon Barber owns the
company.


LYNNKOHN LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Lynnkohn, LLC
         P.O. Box 8783
         Fayetteville, AR 72703
         Tel: (479) 756-8999

Bankruptcy Case No.: 08-73301

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

Chapter 11 Petition Date: August 20, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: K. Vaughn Knight, Esq.
                      Email: knight@knightlaw.net
                   Knight Law Firm, PLC
                   509 W. Spring St., Ste. 460
                   Fayetteville, AR 72701
                   Tel: (479) 571-0014
                   Fax: (479) 571-0015
                   http://www.knightlaw.net/

Total Assets: $35,365,102

Total Debts: $31,618,598

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
FDIC as Receiver for ANB       mortgage; value of    $1,630,000
Financial                      security: $3,500,000
Attn: Sherry Miles
Tel: (479) 878-3013
P.O. Box 699
Bentonville, AR 72712

World Granite & Stone Art,     contract              $1,341,782
Inc.
Attn: Chuck Laminack
1000 Schmieding Ave.
Springdale, AR 72764
Tel: (479) 872-7625

Legacy National Bank           value of security:    $645,740
P.O. Box 6490                  $18,075,000
Springdale, AR 72766

Precept Builders, Inc.         trade debt            $509,633
Attn: Doug Deason
1909 Woodall Rodgers Fwy.,
Ste. 300
Dallas, TX 75201
Tel: (214) 953-5100

Lasco Acoustics & Drywall,     trade debt            $474,139
Inc.
Attn: Jeff Thomas
2227 Joe Field Rd.
Dallas, TX 75229
Tel: (972) 488-5556

Barber Developement            trade debt            $315,393
Attn: Brandon Barber
P.O. Box 8783
Fayetteville, AR 72703
Tel: (479) 756-8999

Johnson Mechanical             trade debt            $265,492
Contractors, Inc.
Attn: Stan Johnson
Tel: (479) 442-5287
513 W. Prairie St.
Fayetteville, AR 72701

Blair Electric, Inc.           trade debt            $230,303

David A. Ruff                  taxes                 $131,009

Dewberry Design Group, Inc.    trade debt            $122,081

Harness Roofing, Inc           trade debt            $121,004

National Home Centers, Inc.    trade debt            $72,726

Master Concrete Co., Inc.      trade debt            $68,283

Alpha Insulation &             trade debt            $48,168
Waterproofing, Inc.

Legacy Building POA                                  $40,000

Premium Financing Specialist,                        $21,457
Inc.

Mid-Continent Concrete Co.     trade debt            $21,457

HKS, Inc.                      trade debt            $20,532

Celebrate Northwest Arkansas-  trade debt            $17,900
MSF

War Eagle Welding              trade debt            $15,226


MAGNA ENTERTAINMENT: Amends Credit Deals to Address Liquidity Woes
------------------------------------------------------------------
Magna Entertainment Corp. amended certain of its financing
agreements including:

    -- extending the maturity date of its $40 million senior
       secured revolving credit facility with a  Canadian chartered
       bank from Aug. 15, 2008, to Sept. 15, 2008;

    -- extending the maturity date of its bridge loan facility with
       a subsidiary of MI Developments Inc., MEC's controlling
       shareholder, from Aug. 31, 2008, to Sept. 30, 2008; and

    -- extending the due date of its $100 million repayment
       requirement under the Gulfstream Park project financing with
       the MID Lender from Aug. 31, 2008, to Sept. 30, 2008, during
       which time any repayments will not be subject to a make-
       whole payment.

MEC incurred a fee of $0.4 million in connection with the
extension of the Senior Bank Facility and a fee of $0.5 million in
connection with the extension of the Bridge Loan.

Consideration of the amendments to the financing arrangements with
the MID Lender was supervised by the Special Committee of MEC's
board of directors consisting of Jerry D. Campbell, chairman,
Anthony J. Campbell and William J. Menear.  The approval of MEC's
board succeeded a recommendation of the special committee.

MEC will file a material change report soon as practicable.  The
material change report will be filed less than 21 days prior to
the closing of the loan amendments.  The timing of the material
change report is, in MEC's view, both necessary and reasonable
because the terms of the amendments were settled and approved by
MEC's board of directors on Aug. 13, 2008, and MEC requires
immediate funding to address its short-term liquidity needs.

                      About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(NASDAQ: MECA; TSX: MEC.A) -- http://www.magnaentertainment.com/
-- owns and operates horse racetracks, based on revenue, acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  The company also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.  The
company owns and operates AmTote International Inc., XpressBet(R),
a national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, the
company has a 50% interest in HorseRacing TV(TM), a 24-hour horse
racing television network, and TrackNet Media Group, LLC, a
content management company formed for distribution of the full
breadth of MEC's horse racing content.


MAJESTIC STAR: June 30 Balance Sheet Upside-Down by $184.7MM
------------------------------------------------------------
The Majestic Star Casino LLC's balance sheets at June 30, 2008,
showed total assets of $505.3 million and total liabilities of
$690.1 million, resulting in a member's deficit of roughly
$184.7 million.

The company released financial results for the three and six
months ended June 30, 2008.

The company incurred a net loss of $8.2 million for the three
months ended June 30, 2008 compared to a net loss of $3.9 million
for 2007.

For the three months ended June 30, 2008, consolidated net
operating revenues were $85.3 million compared to $92.8 million
for the three months ended June 30, 2007, a decrease of
approximately $7.5 million, or 8.0%.  Net revenues decreased
$4.1 million at the Majestic Properties, $2.2 million at
Fitzgeralds Tunica and $1.1 million at Fitzgeralds Black Hawk.
The company's consolidated net revenues were negatively impacted
by the slow down in the economy, higher gasoline prices, increased
competition in our markets, a smoking ban in Colorado and other
factors discussed below, all of which reduced visitations to its
properties and limited the gambling budgets of our customers.

Operating income was $7.1 million, a decrease of $4.3 million, or
37.4%, compared to $11.4 million for the prior year.

The company incurred a net loss of $15.6 million for the six
months ended June 30, 2008 compared to a net loss of $8.6 million
for the six months ended June 30, 2007.

For the six months ended June 30, 2008, consolidated net operating
revenues were $174.3 million compared to $184.3 million for 2007,
a decrease of approximately $10.0 million, or 5.4%.  Net revenues
decreased $7.7 million at the Majestic Properties and $2.3 million
at Fitzgeralds Black Hawk.  Net revenues were unchanged at
Fitzgeralds Tunica.  The company's consolidated net revenues were
negatively impacted by the slow down in the economy, higher
gasoline prices, increased competition in its markets, poor
weather and a smoking ban in Colorado, all of which reduced
visitations to our properties and limited the gambling budgets of
its customers.

Operating income was $15.0 million, a decrease of $6.8 million, or
31.2%, compared to $21.8 million for the prior year.

Debt outstanding at June 30, 2008 totaled $572.8 million, which
includes $71.7 million drawn on its Senior Secured Credit
Facility, $300.0 million of Senior Secured Notes, $200.0 million
of Senior Notes and $1.2 million of capital leases and other debt.
As of June 30, 2008, the company has unrestricted cash and cash
equivalents of $27.7 million and there was $8.3 million available
under its Senior Secured Credit Facility.

                        About Majestic Star

Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC --
http://www.majesticstar.com/-- and its separate and distinct
subsidiary limited liability companies and one corporation own and
operate two riverboat gaming facilities and a dockside pavilion
known as the Buffington Harbor complex located in Gary, Ind., and
two Fitzgeralds brand casino-hotels located in Tunica County,
Miss. and Black Hawk, Colorado (casino only).

                           *     *     *

As reported in the Troubled Company Reporter on May 1, 2008,
Moody's Investors Service placed the ratings of Majestic Star
Casino LLC on review for possible downgrade.

Ratings placed on review for possible downgrade include Majestic
Star Casino LLC's $300 million senior secured notes due 2010
currently rated at 'B2', and its $200 million senior secured notes
due 2011 currently rated at 'Caa1'.


MASTER ASSET: Moody's Junks Nine Class Certificates' Ratings
------------------------------------------------------------
Moody's Investors Service downgraded fifteen certificates from two
MASTR Asset Backed Securities Trust transactions issued in 2007.
Four of the downgraded certificates will remain on review for
possible further downgrade, while three other certificates have
been placed on review for possible downgrade.

Complete rating actions are:

Issuer: MASTR Asset Backed Securities Trust 2007-HE2

   -- Cl. A-1, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-3, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-4, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. M-1, Downgraded to Baa2 from Aa1

   -- Cl. M-2, Downgraded to Ba2 from Aa2

   -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to Caa1 from A2

   -- Cl. M-6, Downgraded to C from A3

   -- Cl. M-7, Downgraded to C from Baa1

   -- Cl. M-8, Downgraded to C from Baa2

   -- Cl. M-9, Downgraded to C from Baa3

   -- Cl. M-10, Downgraded to C from Ba1

Issuer: Mastr Asset Backed Securities Trust 2007-NCW

   -- Cl. M-1, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-2, Downgraded to B1 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to Caa1 from A1

   -- Cl. M-4, Downgraded to C from A2

   -- Cl. M-5, Downgraded to C from A3

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.


MERRILL LYNCH: Moody's Junks Seven Class Certificates' Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded seventeen certificates from
two Merrill Lynch First Franklin Mortgage Loan Trust transactions
issued in 2007.  Five of the downgraded certificates will remain
on review for possible further downgrade, while Five other
certificates have been placed on review for possible downgrade.

Complete rating actions are:

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-5

   -- Cl. M-3, Downgraded to A1 from Aa3

   -- Cl. M-4, Downgraded to Baa1 from A1

   -- Cl. M-5, Downgraded to Baa2 from A2

   -- Cl. M-6, Downgraded to Ba3 from A3

   -- Cl. B-1, Downgraded to B1 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-3, Downgraded to C from Baa3

Issuer: Merrill Lynch First Franklin Mortgage Loan Trust, Series
2007-H1

   -- Cl. 1-A3, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. 2-A1, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. 2-A2, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. 2-A3A, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. 2-A3B, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. M-1, Downgraded to Ba2 from Aa1

   -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to C from A2

   -- Cl. M-6, Downgraded to C from A3

   -- Cl. B-1, Downgraded to C from Baa1

   -- Cl. B-2, Downgraded to C from Baa2

   -- Cl. B-3, Downgraded to C from Baa3

   -- Cl. B-4, Downgraded to C from Ba1

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.


MICHAEL VICK: Gov't Wants Chapter 11 Trustee Appointed in Case
--------------------------------------------------------------
The U.S. Trustee Program asked a judge in the bankruptcy case of
athlete Michael Vick to appoint a Chapter 11 trustee.  A motion by
the Program states the trustee would help recover assets from
third parties.

Peter Ginsberg, an attorney for Vick, said he will oppose the
motion because it would add an unnecessary and costly layer of
bureaucracy, according to the report.

Mr. Vick's lawyers has withdrawn their request to have David A.
Talbot named as financial adviser in the bankruptcy case.  As
reported by the Troubled Company Reporter on Aug. 13, the man that
Mr. Vick picked to help him in his bankruptcy filing was accused
of helping swindle more than $500,000 from church members in New
Jersey.

According to the report, the government's motion for the trustee
also questions the choice Mr. Vick made last year to get Mary Wong
of Omaha, Neb. as business manager.  She is accused of engaging in
numerous unauthorized transactions.

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed his chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MICROSTRUCTURE TECHNOLOGIES: Involuntary Chapter 11 Case Summary
----------------------------------------------------------------
Alleged Debtor: MicroStructure Technologies Inc.
                 600 SE Assembly Ave.
                 Bldg. 55 Suite 100
                 Vancouver, WA 98661

Case Number: 08-44074

Involuntary Petition Date: August 19, 2008

Court: Western District of Washington (Tacoma)

Judge: Hon. Paul B. Snyder

    Petitioners                 Nature of Claim      Claim Amount
    -----------                 ---------------      ------------

Todd Silberman                 Contract             $3,882.15
Dave Cooke                     Contract             $15,000.00
IPR Consultants LLC            Contract             $4,120.20


MORTGAGES LTD: Can Hire Greenberg Traurig as Special Counsel
------------------------------------------------------------
Judge Randolph Haines of the U.S. Bankruptcy Court for the
District of Arizona approved a request by Mortgages Ltd. to hire
law firm Greenberg Traurig as special counsel, Andrew Johnson of
The Arizona Republic reports.

The request faced opposition from developers that borrowed money
from Mortgages Ltd.  They accused the law firm of hiding reputed
wrongdoing by the lender.

In response to the objections, Judge Haines said in a ruling on
Aug. 15 that objections do not justify why the firm should not be
able to represent Mortgages Ltd. in matters outside the
bankruptcy.  The reason, mainly, is the law firm and lender agree
that the accusations are false.

According to the report, John Clemency, Esq. of Greenberg Traurig,
said at a hearing the law firm plans to pursue foreclosure on
Mortgages Ltd. borrowers who are in default, oversee banking and
securities issues and represent the lender in a lawsuit brought by
developer Rightpath Ltd. Development Group LLC.

                         About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- originates, invests in, sells and services its own short-term
real-estate secured loans on properties within the state of
Arizona in the US.  It underwrites loans for commercial,
industrial and residential properties for acquisition,
entitlement, development, construction and investment.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
before the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


MORGAN STANLEY ACES: S&P Cuts 2006-8 Class A-14 Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $3.5
million class A-14 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B+' from 'BB-'.

The rating action reflects the July 31, 2008, lowering of the
senior unsecured debt rating on American Axle & Manufacturing
Holdings Inc.

Morgan Stanley ACES SPC's series 2006-8 is a credit-linked note
transaction. The rating on each class of notes is based on the
lowest of (i) the rating on the respective reference obligations
for each class (with respect to class A-14, the senior unsecured
notes issued by American Axle & Manufacturing Holdings Inc.
{'B+'}); (ii) the rating on the guarantor of the counterparty to
the credit default swap, the interest rate swap, and the
contingent forward agreement, Morgan Stanley (A+/Negative/A-1);
and (iii) the rating on the underlying securities, the class A
certificates issued by BA Master Credit Card Trust II's series
2001-B due 2013 ('AAA').


MORGAN STANLEY: Moody's Junks 11 Class Certificates' Ratings
------------------------------------------------------------
Moody's Investors Service downgraded seventeen certificates from
two Morgan Stanley MBS transactions issued in 2007.  Two of the
downgraded certificates will remain on review for possible further
downgrade, while one other certificate has been placed on review
for possible downgrade.

Complete rating actions are:

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2007-HE7

   -- Cl. M-2, Downgraded to Baa2 from Aa2

   -- Cl. M-3, Downgraded to Ba1 from A1

   -- Cl. M-4, Downgraded to B1 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. B-1, Downgraded to Ca from Baa1

   -- Cl. B-2, Downgraded to C from Baa2

   -- Cl. B-3, Downgraded to C from Baa3

Issuer: Morgan Stanley Structured Trust I 2007-1

   -- Cl. A-4, Placed on Review for Possible Downgrade, currently
      Aaa
   -- Cl. M-1, Downgraded to B1 from Aa1
   -- Cl. M-2, Downgraded to B2 from Aa2
   -- Cl. M-3, Downgraded to Caa1 from Aa3
   -- Cl. M-4, Downgraded to Caa2 from A1
   -- Cl. M-5, Downgraded to Caa3 from A2
   -- Cl. M-6, Downgraded to C from A3
   -- Cl. B-1, Downgraded to C from Baa2
   -- Cl. B-2, Downgraded to C from Ba1
   -- Cl. B-3, Downgraded to C from B1
   -- Cl. B-4, Downgraded to C from B2

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.


MORTGAGE LENDERS: Drops $17 Million Money Market Investment Plan
----------------------------------------------------------------
Mortgage Lenders Network USA Inc., has withdrawn its proposal to
invest $17,000,000 of bankruptcy estate funds into Columbia
Treasury Reserves, a money market mutual fund that invests at
least 80% of its net assets in United States Treasury
obligations, and repurchase agreements secured by the Treasury
obligations.

As reported in the Troubled Company Reporter on June 18, 2008, the
Debtor asked the U.S. Bankruptcy Court for the District of
Delaware to:

    (i) authorize the investment of its $17 million cash; and

   (ii) authorize a limited waiver of deposit and investment
        requirements under Section 345(b) of the Bankruptcy Code.

Section 345(b) provides that any investment made by a debtor,
except those insured or guaranteed by the United States or its
agency, or backed by the full faith and credit of the United
States, must be secured by a bond in favor of the United States
that is secured by the undertaking of a corporate surety approved
by the United States Trustee or by the deposit of securities of
the kind specified in 31 U.S.C. Section 9303.  Section 345(b)
provides further, however, that a bankruptcy court may allow the
use of alternatives to these approved investment guidelines "for
cause."

As of June 6, 2008, the Debtor has accumulated around $17 million
from the sale of various assets and settlements reached in its
bankruptcy case, related Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware.  She said the
the Debtor wishes to invest its funds into a money market account
for a higher rate of interest and returns.

Previously, Roberta A. DeAngelis, acting U.S. Trustee for
Region 3, objected  to the proposal, noting that while investing
in Columbia provides for a potentially higher real rate of return,
the investment is not guaranteed or insured.  The Debtor, she
noted, has not shown it has sufficient funds that it can afford
any risk of loss of estate funds.

                About Mortgage Lenders Network

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.

The exclusive plan filing period is extended through Aug. 6, 2008;
and the exclusive solicitation period is extended through Oct. 6,
2008.

(Mortgage Lenders Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


MZT HOLDINGS: To Distribute Common Stock to Holders on August 25
----------------------------------------------------------------
MZT Holdings, Inc.'s Board of Directors declared a liquidating
distribution of $0.15 per share on each outstanding share of the
company's common stock.  The distribution will be made on Aug. 25,
2008. to all stockholders of record of the company's common stock
as of the close of business on April 4, 2008.

The liquidating distribution represents a partial distribution to
the company's stockholders of funds that the Company received in
connection with the December 2007 sale of substantially all of the
company's assets to a wholly-owned subsidiary of Inverness Medical
Innovations, Inc.  After the sale, on Jan. 18, 2008, the company
filed a certificate of dissolution with the Secretary of the State
of Delaware.  In addition, on the same date, the company's closed
its stock transfer books as of the close of business and
established a record date for liquidating distributions to the
holders of its common stock of April 4, 2008.  In establishing the
amount of this initial liquidating distribution, the company's
Board of Directors first established reserves in anticipation of
any known, unknown or contingent future claims.

Craig R. Jalbert, the company's President and a member of the
Board of Directors, stated that "the Company's Board of Directors
is pleased that, after establishing appropriate reserves, it is in
a position to make an initial liquidation distribution in the
amount of $0.15 per share, which is the minimum amount that the
Company had initially disclosed it expected to be able to return
to its stockholders in the proxy statement distributed in November
2007 in connection with the approval of the sale of substantially
all of the Company's assets."

Prior to finally winding up its affairs under Delaware law, the
Company intends to make at least one additional liquidating
distribution to the holders of record of its common stock as of
April 4, 2008.  Though the timing and amount of any future
liquidating distribution or distributions are not yet known, the
Company does not presently anticipate making a final liquidating
distribution prior to the second quarter of 2012.

                      About MZT Holdings Inc.

Headquartered in Newton, Massachusetts, MZT Holdings Inc. fka
Matritech Inc. (Amex: MZT) -- http://www.matritech.com/-- is a
marketer and developer of protein-based diagnostic products for
the early detection of cancer.  The company uses its patented
proteomics technology to develop diagnostics for the detection of
a variety of cancers.  The company's first two products, the
NMP22(R) Test Kit and NMP22(R) BladderChek(R) Test, have been FDA
cleared for the monitoring and diagnosis of bladder cancer.  The
company has discovered other proteins associated with cervical,
breast, prostate, and colon cancer.


NANOGEN INC: Announces Merger Agreement with Elitech Group
----------------------------------------------------------
Nanogen, Inc. and The Elitech Group, announced a definitive
agreement to combine.  The combination will create a global
provider of products to the molecular, point-of-care, clinical
chemistry and microbiology diagnostics markets with expected first
year revenues of more than $150 million and positive EBITDA.

The transaction combines Nanogen's technology leadership in
molecular and point-of-care diagnostics with the strong revenue
and profit base stemming from The Elitech Group's global
manufacturing, sales and distribution of IVD products for the
clinical chemistry and microbiology markets.

The board of directors of both companies unanimously approved the
agreement to combine the two companies.

The combination is structured as a tax free stock for stock
exchange of shares of Nanogen common stock for all of the Elitech
capital stock and is a reverse acquisition of Nanogen by The
Elitech Group.  The combination is expected to create a
transatlantic company that will continue to be listed on NASDAQ.

The name of the combined company has not yet been determined.

"The combination with Elitech will accelerate the transition of
Nanogen into a global, profitable diagnostics company with the
critical mass needed to bring our leading molecular and point-of-
care technologies to customers worldwide," Howard Birndorf,
Nanogen's chairman and CEO said.

"I believe the resulting combination will create value for our
shareholders, customers and employees", Mr. Birndorf added.

"This is a true example of synergy between two companies in the in
vitro diagnostics industry," Pierre Debiais, president of Elitech,
commented.  "We are delighted to be able to combine Nanogen's
technology strength with our market reach in the international
marketplace and collectively deliver the critical mass required to
address the US diagnostic market."

Elitech shareholders are expected to receive shares of Nanogen
common stock that have a value of EUR66.5 million.  Under the
terms of the share exchange agreement, the number of Nanogen
common shares issued to Elitech shareholders is subject to a
"collar", which among other things, provides that Elitech
shareholders will receive a minimum of 58.7% and a maximum of
68.7% of the total pro forma fully diluted shares outstanding upon
completion of the merger subject to other limitations.

In conjunction with the share exchange agreements, Nanogen has
also entered into interim funding agreements with Elitech and
certain existing Nanogen investors pursuant to which they will
loan Nanogen $8 million to fund Nanogen's operations during the
period between signing and closing of the combination.

Nanogen will issue to these lenders senior secured convertible
promissory notes that are convertible into shares of Nanogen
common stock at the closing bid price of the Nanogen common stock
immediately preceding the signing of the interim funding
agreements.

In connection with the interim funding agreements, Nanogen and
existing investors also restructured Nanogen's existing
convertible notes.

                  Board of Directors and Management

The combined company will be headquartered in San Diego under the
leadership of Pierre Debiais as CEO.  Michael Saunders, currently
group vice president of marketing and business development for The
Elitech Group will become COO, with a focus on European business
and global commercial operations.  David Ludvigson, currently
president and COO for Nanogen, will become COO, with a focus on
the United States business and global business and finance.  Nick
Venuto, currently vice president, CFO of Nanogen, will serve in
the same capacity for the combined entity.

It is contemplated that the new board of directors will have a
majority of Board members from or nominated by Elitech, including
Mr. Debiais.  Howard Birndorf, currently Chairman and CEO of
Nanogen is expected to serve as Chairman of the combined entity.

                      Financial Considerations

The combined company will be a global provider of products in the
molecular, point-of-care, clinical chemistry and microbiology
diagnostics market.  The combined company will benefit from cost
synergies and enhanced opportunities for revenue growth and
increased profitability.

The pro forma combined business is currently growing at more than
20% annually and in calendar year 2009 is expected to generate
total revenues of more than $150 million, have an EBITDA margin of
approximately 10% of revenue and be cash flow positive.

The merged company's EBITDA and profitability will also benefit
from significant operational synergies including cost reductions
in sales, marketing, manufacturing and development as well as
gross margin improvements through optimization of distribution
channels and enhanced opportunities for revenue growth.

Nanogen expects the combination to be substantially accretive to
calendar year 2009 GAAP earnings per share, excluding one-time,
transaction related adjustments and costs.

                     Approvals and Time to Close

The share exchange agreement is subject to approval by Nanogen's
stockholders as well as customary closing conditions and
regulatory approvals.  The transaction is expected to close by the
end first quarter of 2009.

                             Advisors

Cowen and Company, LLC is serving as financial advisor to Nanogen
and Morgan, Lewis & Bockius LLP as legal counsel.

BNP served as financial advisor to the Elitech Group and Jackson
Walker LLP as legal counsel.

                         About Elitech Group

The Elitech Group -- http://www.Elitechgroup.com-- is a high
growth, profitable in vitro diagnostic company with global sales
and distribution capabilities in over 100 countries.  The company
is the independent distributor of in vitro diagnostic products in
France.  Elitech operates globally, leveraging products from its
own biochemistry and microbiology equipment and reagents
manufacturing facilities as well as third party products. In May
2007 Elitech acquired Wescor Inc, Utah USA to broaden its
biomedical products platform and to provide a base for business
expansion in the USA.  In October 2007 Elitech acquired Vital
Scientific in the Netherlands to allow the company to offer a
complete biochemistry offering.

                       About Nanogen Inc.

San Diego, California-based Nanogen Inc. (NASDAQ: NGEN) --
http://www.nanogen.com/-- provides advanced diagnostic products.
As of March 16, 2007, the company was developing several product
lines that directly target specific markets within the advanced
diagnostics field.  Its diagnostic technologies focus on the
identification of the nucleic acid sequences, gene variations and
gene expressions associated with both genetic conditions and
infectious diseases.  Nanogen has four categories of advanced
diagnostic technologies: molecular testing platforms molecular
reagents point-of-care tests and advanced genetic markers.  On
Feb. 6, 2006, Nanogen acquired the rapid cardiac immunoassay
point-of-care test business of Spectral Diagnostics Inc.  The
acquired products include rapid tests for levels of CKMB,
Myoglobin and Troponin, all of which are frequently used in
cardiac care.  On May 1, 2006, it completed the acquisition of the
diagnostics division of Amplimedical S.P.A.

                       Going Concern Doubt

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Nanogen Inc.'s ability to continue as a going concern
after it audited the company's consolidated financial statements
ended Dec. 31, 2007 and 2006 (restated).  The auditing firm
pointed to the company's recurring operating losses, working
capital deficit and accumulated deficit of $400.6 million as of
Dec. 31, 2007.


NATHAN GLICK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------

Debtor: Nathan R. Glick
         12785 Youth Street
         North Lawrence, OH 44666

Bankruptcy Case No.: 08-62767

Chapter 11 Petition Date: August 20, 2008

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Kathryn A. Williams, Esq.
                    (kathrynwms@gmail.com )
                   Law Office of Kathryn A. Williams
                   75 Public Square, Suite 800
                   Cleveland, OH 44113
                   Tel: (440) 989-8701
                   Fax: (216) 696-2212

Estimated Assets: $1 million to $10 million

Estimated Debts: $50 million to $100 million

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

             http://ResearchArchives.com/t/s?3108


NAVISTAR INT'L: Allows GM Medium Duty Truck MOU to Expire
---------------------------------------------------------
Due to significant marketplace and economic changes, General
Motors Corp. and Navistar International Corp. have decided not to
renew the memorandum of understanding to purchase GM's medium duty
truck business, which has expired.  GM will continue to run the
medium duty business as it has in the past, including providing
sales, service and marketing support to GM dealers for its medium
duty trucks.

GM will continue to review strategic options for the business,
including continued discussions with Navistar.

Navistar International Corporation (NYSE: NAV) produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services. On the Net:
http:www.navistar.com/


NAVISTAR INT'L: GM Deal Canceled; S&P Ratings Unaffected
--------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Motors Corp. (B-/Negative/--) and Navistar International Corp.
(BB-/Negative/--) and are not affected by the companies'
announcement that the companies are exiting a preliminary
agreement for Navistar to purchase GM's medium-duty truck
business.

"The GM unit produces about 25,000 to 35,000 Class 4-7 medium-duty
trucks per year, depending on the phase of the industry cycle.
Demand in these segments has been under severe pressure because of
the weak U.S. economy and high diesel fuel prices, which have
reduced freight volumes and deterred trucking companies from
ordering new equipment. We do not expect a meaningful rebound in
demand until early 2009 at the earliest. Although the acquisition
would have provided Navistar with substantial additional revenues
and some long-term potential to reduce its per-unit manufacturing
costs, cash flow and profitability likely would have been minimal
to negative for the first few years. We had factored neither
potential benefits nor much incremental acquisition-related
financial risk into Navistar's ratings," S&P relates.

"For GM, proceeds from the unit's sale would not have provided a
significant source of increased liquidity. GM recently announced
that it is exploring making between $2 billion and $4 billion of
asset sales by the end of 2009 as part of a series of actions to
bolster liquidity, but we believe the medium-duty truck business
proceeds would have been small to negligible."


NEXIA HOLDINGS: Issues Shares to Satisfy $300,000 Note Obligation
-----------------------------------------------------------------
Nexia Holdings, Inc. authorized the delivery to Diversified
Holdings X, Inc. of 38,600,000 restricted shares of the
corporation's Common Stock on August 14, 2008.

The issuance represents compensation and satisfaction of a
promissory note in the face amount of $300,000 made by Gold Fusion
Laboratories, Inc. that was made payable to Diversified Holdings
X, Inc. a corporation wholly owned by Richard Surber, the CEO of
the company.

The transaction was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act
of 1933.   This issuance will settle the debt in the current
amount of $385,728 and remove the obligation as a current debt.

On August 14, 2008, the company authorized the delivery to Almar
Capital Advisors, LLC and RES Holdings Corp of 333,400 shares of
restricted common stock pursuant to a consulting agreement between
the company and the named parties.

The consultants will provide assistance in locating financing and
other management advice over the course of the contracts term of
one year.

The transaction was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act
of 1933.

Upon completion of the issuance of these shares the total number
of issued and outstanding shares of common stock of the company is
41,416,322.

                      About Nexia Holdings Inc.

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB:
NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.

As reported in the Troubled Company Reporter on June 4, 2008,
Hansen Barnett & Maxwell, P.C., expressed substantial doubt on the
ability of Nexia Holdings, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.

At Dec. 31, 2007, the company's balance sheet showed $4,845,485 in
total assets and $11,536,648 in total liabilities, resulting in
$6,870,114 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,036,555 in total current assets
available to pay $2,731,003 in total current liabilities.


OCH-ZIFF CAPITAL: June 30 Balance Sheet Upside-Down by $423MM
-------------------------------------------------------------
Och-Ziff Capital Management Group LLC's balance sheet at June 30,
2008, showed total assets of $2.1 billion and total liabilities of
$2.5 billion, resulting in shareholders' deficit $423 million.

For the second quarter ended June 30, 2008, Och-Ziff reported a
U.S. generally accepted accounting principles or GAAP net loss of
$60.8 million.  For the first half ended June 30, 2008, Och-Ziff
reported a GAAP net loss of $328.9 million.

The GAAP net loss in both periods resulted from second quarter and
first half non-cash expenses of $425.6 million and $851.2 million,
associated with the company's reorganization in connection with
its initial public offering in November 2007.  These expenses are
related to the amortization of Och-Ziff Operating Group A Units,
which represent equity interests in the company's principal
operating subsidiaries that were awarded to the company's pre-IPO
owners in exchange for their pre-IPO interests in those
subsidiaries.  The Group A Units vest annually over five years
from the date of the IPO.  Accordingly, amortization of these
expenses is expected to result in a GAAP net loss each quarter
through 2012.  Once vested, the Group A Units may be exchanged on
a one-to-one basis for Class A Shares.

Also contributing to the GAAP net loss in the second quarter and
first half of 2008 were non-cash expenses of $24.2 million and
$50.2 million, for the amortization of equity-based compensation,
primarily related to Class A restricted share units awarded to all
of the company's employees in connection with the IPO.  These RSUs
vest annually over four years from the date of the IPO.  Once
vested, Class A Shares will be issued on a one-to-one basis.

Och-Ziff's assets under management were $33.6 billion as of
June 30, 2008, $357 million higher than the $33.3 billion in
assets under management as of March 31, 2008, and up 16% from
$29.1 billion in assets under management as of June 30, 2007.  The
$4.5 billion year-over-year increase was driven by net inflows and
appreciation, primarily in each of the company's most significant
master funds.  The increase also included the fourth-quarter 2007
reinvestment by the company's partners and the Ziffs of
approximately $1.6 billion in after-tax proceeds from the
company's IPO and concurrent Class A Share sale to Dubai
International Capital. These proceeds were invested in the OZ
Global Special Investments Master Fund.  During the 2008 second
quarter, performance-related appreciation of $389 million was
partially offset by net outflows of $32 million.  During the first
half of 2008, net inflows were approximately $232 million while
the performance-related change to assets under management was not
significant.

            About Och-Ziff Capital Management Group LLC

Headquartered in New York City, Och-Ziff Capital Management Group
LLC (NYSE:OZM) -- http://www.ozcap.com/-- is an international,
institutional alternative asset management firm and an alternative
asset manager.  It is a holding company, and its primary assets
are its ownership interests in the Och-Ziff Operating Group
entities, which are held indirectly through two intermediate
holding companies, Och-Ziff Corp and Och-Ziff Holding.  The Och-
Ziff Operating Group consists of OZ Management LP, OZ Advisors LP,
OZ Advisors II LP.  The company operates through a single
operating segment, Och-Ziff Funds.


PEFORMANCE TRANS: Ritchie Bros. to Auction Assets on October 3
--------------------------------------------------------------
Ritchie Bros. Auctioneers intends to sell approximately 1,000
specialized car carriers on behalf of the Trustee for Performance
Transportation Services, Inc., (PTS) and about 1,190 vehicles --
including truck tractors, trailers and forklifts -- on behalf of
the Trustee for Alvan Motor Freight, Inc. in two separate complete
dispersal, unreserved, public auctions.  Moreover, the firm will
also be selling various equipment and other assets for both
companies.

All items will be available for inspection prior to the auctions.

A. Auction Information For Performance Transportation:

    Date     : Friday, October 3, 2008
    Location : North East, MD Ritchie Bros. auction
               site -- 3201 West Pulaski Hwy RT40

    Items    : more than 1,000 open rack car carriers with
               Freightliner, International, Sterling and Volvo
               power units.  Most of the carriers are
               Cottrell, Boydstun, Delavn and Teal.  All PTS shop
               tools and equipment, parts and supplies, and office
               furniture and equipment will be sold at
               various upcoming Ritchie Bros. auctions

B. Auction Information For Alvan:

    Date     : Tuesday October 14, 2008
    Location : Alvan Terminal in Detroit, Michigan -- 9911
               Harrison Road, Romulus, Michigan

    Items    : 350 International, Sterling, Freightliner and Volvo
               truck tractors; 700 Utility, Great Dane and
               Trailmobile van trailers; 140 various sized
               forklifts; shop tools and equipment; parts and
               supplies; and office furniture and equipment

Registration is free at the public auctions and everything is sold
"As is, where is" on auction day.  Credit bidding is prohibited at
the auctions.

Both PTS and Alvan are currently subject to proceedings under
Chapter 7 of the United States Bankruptcy Code and all remaining
assets are being sold free and clear of liens and encumbrances.

PTS was the second-largest transporter of new automobiles, sport
utility vehicles and light trucks in North America, and was based
in Allen Park, Michigan, while family-owned Alvan was Midwestern
regional LTL motor carrier based in Kalamazoo, Michigan.

"Both companies have assets located throughout the United
States," said Rob Whitsit, Senior Vice President of Ritchie Bros.
Auctioneers.  "With our 'virtual ramp' style auctions, we are able
to conduct the auctions in a timely and efficient manner to help
liquidate the assets in an orderly fashion and maximize the
returns to the Bankruptcy Estates.  In both situations we worked
with the Trustees, the creditors, the companies and their advisors
to offer them commercially reasonable, turnkey auction
solutions to facilitate the asset sales."

"Ritchie Bros. was chosen because of our in-depth experience in
the market and our ability to handle large and extremely complex
dispersals," Mr. Whitsit continued.  "Ritchie Bros. is uniquely
qualified to manage the sale of all remaining assets of these two
companies, offering flexible solutions to meet the needs of the
various stakeholders."

                  About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The U.S. Bankruptcy Court for the Western District of New
York confirmed the Debtors' plan on Dec. 21, 2006, and that plan
became effective on Jan. 29, 2007. Garry M. Graber, Esq. of
Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims and balloting
agent is Kutzman Carson Consultants LLC.

As reported in the Troubled Company Reporter on July 18, 2008,
the Court converted the Debtors' Chapter 11 cases to cases under
Chapter 7 of the Bankruptcy Code, effective as of July 14, 2008.
Mark S. Wallach was appointed as the trustee for Performance
Transportation, Inc., et al.'s, Chapter 7 case.


PEGASI ENERGY: Posts $535,109 Net Loss in 2008 Second Quarter
-------------------------------------------------------------
Pegasi Energy Resources Corp. reported a net loss of $535,109 on
total revenues of $858,722 for the second quarter ended June 30,
2008, compared with a net loss of $724,896 on total revenues of
$705,415 in the same period a year ago.

Total operating expenses for the second quarter of 2008 were
$1,294,850, compared to $596,878 in the second quarter of 2007.
This change is comprised of increases in general and
administrative expenses and cost of gas purchased for resale,
partially offset by small reductions in production and
depreciation and depletion expense.

In the second quarter of 2008 the company recognized deferred
income tax expense of $17,392 and recognized deferred income tax
expense of $688,390 in the second quarter of 2007.  The $670,998
difference is primarily a result of FSC, 59 Disposal, and TR
Rodessa converting from partnerships to taxable corporations in
the second quarter of 2007 and represents temporary differences
primarily created by oil and gas properties as well as property
and equipment.

                           Balance Sheet

At June 30, 2008, the company's consolidated balance sheet showed
$15,378,917 in total assets, $8,710,422 in total liabilities, and
$6,668,495 in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2008, also
showed strained liquidity with $3,610,963 in total current assets
available to pay $6,994,157 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30f8

                        Going Concern Doubt

At June 30, 2008, the company had a working capital deficit of
$3,383,194 and an accumulated deficit of $4,561,218.  For the six
month period ended June 30, 2008, the company incurred a net loss
of $1,241,373.  The company said that these conditions raise
substantial doubt about its ability to continue as a going
concern.

                        About Pegasi Energy

Based in Tyler, Texa, Pegasi Energy Resources Corp. (OTC BB: PGSI)
-- http://www.pegasienergy.com/-- is engaged in the exploration
and production of natural gas and oil through the development of a
repeatable, low geological risk, high potential project in the
active East Texas oil and gas region.  The company currently holds
interests in properties located in Marion and Cass County, Texas,
home to the Rodessa oil field, which has produced approximately
2.3 trillion cubic feet of gas and approximately 400 million
barrels of oil.

The company conducts its main exploration and production
operations through its wholly-owned subsidiary, Pegasi Operating
Inc.  The company conducts additional operations through two other
wholly owned subsidiaries: (i) TR Rodessa and (ii) 59 Disposal.


PESE LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: PESE, LLC
         aka Phalen East Shore Estates, LLC
         dba Harbor Village
         20200 Hillside Dr.
         Corcoran, MN 55374

Bankruptcy Case No.: 08-34241

Type of Business: The Debtor operates a restaurant and a marina.

Chapter 11 Petition Date: August 20, 2008

Court: District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Chad J. Bolinske, Esq.
                      Email: chad.bolinske@bolinskelaw.com
                   Bolinske & Bolinske, PLLC
                   1660 S. Hwy. 100, Ste. 508
                   St. Louis Park, MN 55416
                   Tel: (952) 294-0144
                   Fax: (952) 294-0146
                   http://www.bolinskelaw.com/

Total Assets: $14,372,442

Total Debts: $8,643,558

Debtor's 20 Largest Unsecured Creditors:

    Entity                      Nature of Claim       Claim Amount
    ------                      ---------------       ------------
David St. Germain              Marketing and         $48,322
490 Temperance St., Ste. 311   consulting services
St. Paul, MN 55101
Tel: (952) 210-6962

Hay Dobbs Architecture         Architectural         $29,501
Attn: Tom Dobbs                services
200 South Sixth St., Ste. 165
Minneapolis, MN 55402
Tel: (612) 338-4590

Xcel Energy                                          $22,404
P.O. BOX 9477
Minneapolis, MN 55484-9477
Tel: (800) 481-4700

Cenex                                                $9,037

Oak Leaf Tree Services         Tree Services         $5,525

Sysco Minnesota                Restaurant purchases  $5,542

Marine Canvas & Shrinkwrap     Services              $4,312

Meyer Sewer Service            Sewer Services        $3,900

Tennis Sanitation, LLC         Sanitation services   $3,094

AllPhase                                             $2,841

State Fund Mutual                                    $2,218

Peterson, Peterson & Assoc.    Accounting services   $1,375
PLC

Regina Medical Center          Medical Services      $1,037

ADT Security Services          Security services     $1,231

Land & Sea                                           $864

CANANWILL                                            $821

Commercial Partners Title, LLC                       $830

Oxygen Service Co.                                   $792

Johnson Bros. Liquor Co.       Liquor purchases      $708

South Suburban Rental                                $665


PHOENIX FOOTWEAR: Posts $2.1MM Net Loss in Quarter Ended June 28
----------------------------------------------------------------
Phoenix Footwear Group, Inc. disclosed consolidated results for
the second quarter and six months ended June 28, 2008.

Net loss for the quarter ended June 28, 2008, was $2.1 million,
compared to net loss of $929,000 a year ago.  The 2008 net loss
included the non-cash write-off of $622,000 in debt issuance costs
previously capitalized under the company's previous credit
facility, which was replaced during the second quarter of fiscal
2008.

"In spite of the very challenging economic headwinds our company
faced, we were able to expand gross margins and achieved flat
operating loss compared to a year ago," Jim Riedman, Phoenix
Footwear's Chairman, commented.  The substantial progress we have
made is underscored by our new revolving credit facility with
Wells Fargo Bank.  We ended the quarter with an improved balance
sheet, as reflected by much lower debt and inventory levels.  We
have significantly strengthened our portfolio of brands, attracted
an experienced management team, renewed our focus on managing
costs and solidified our capital structure.  These steps position
us well for further financial and operational improvement.  While
we are very encouraged by our accomplishments over the past twelve
months, our board and management team are intensely committed to
translating these into improved equity value for our
shareholders."

Net sales from continuing operations decreased 10% to $17.9
million, compared to $19.8 million for the second quarter of
fiscal 2007.  The company's footwear brands were down 4% for the
quarter while the company's accessories business declined 14%,
reflecting the challenging retail environment, particularly within
the mass channel.

Gross margin expanded 40 basis points to 34.1%, compared to 33.7%
for the second quarter of 2007.  The increase was due to improved
margins on sales to mass merchant customers by the company's
accessories segment, which was offset by sales incentives and
allowances in the footwear and premium footwear segments, as well
as additional royalty fees associated with the Tommy Bahama
Footwear brand.

Operating expenses decreased 8% to $7.5 million, or 42% of net
sales, compared to $8.1 million, or 41% of net sales, for the
second quarter of fiscal 2007.  The decrease in operating expenses
is primarily attributable to expense reimbursements received under
the Transition Services Agreement entered into concurrently with
the company's divestiture of Altama Delta Corporation.

Operating loss was flat at $1.4 million.

"Our second quarter results were negatively impacted by the
challenging economic environment and extraordinary softness at
retail," Cathy Taylor, Phoenix Footwear's Chief Executive Officer,
commented.  "In spite of this hurdle Tommy Bahama maintained
strong double digit growth and we were pleased with the sell
through rates of products within our other brands.  As our retail
partners focused on inventory reduction however, reorders came in
well below our expectations, resulting in lower sales overall.  To
best manage our business through this more uncertain environment,
we continued to carefully review each of our brands with a
particular focus on product quality, customer deliveries and
achieving our primary goal of profitable growth."

                   First Six Months of 2008 Results

Net loss from continuing operations was $2.5 million, or $0.31 per
share, on 8.1 million weighted-average shares outstanding.  This
compares to net loss of $2.0 million, or $0.25 per share, from
continuing operations for the first six months of fiscal 2007.
The 2008 net loss included the write-off of $622,000 in debt
issuance costs previously capitalized under the company's old
credit facility, which was replaced during the second quarter of
fiscal 2008.

Net sales from continuing operations decreased 3% to $39.9
million, compared to $41.1 million for the first six months of
fiscal 2007.  The net sales decrease was a result of growth in the
company's footwear brands of 4% offset by a 9% decrease in its
accessories business.

Gross margin was 35.1%, compared to 36.5% for first six months of
2007.  The decrease in gross margin was primarily attributable to
an increase in sales incentives and allowances during the first
quarter of 2008.

Operating expenses decreased 11% to $15.3 million, or 38% of net
sales, compared to $17.2 million, or 42% of net sales, for the
first six months of fiscal 2007.  The decrease was attributable to
headcount reductions and decreased spending on brand expenses, as
well as expense reimbursements received under the Transition
Services Agreement entered into concurrently with the company's
divestiture of Altama Delta Corporation.

Operating loss narrowed to $1.3 million, compared to $2.2 million
a year ago.

                       Balance Sheet and Liquidity

At June 28, 2008, the company's balance sheet showed total assets
of $51.3 million and total liabilities of $22.4 million, resulting
in a $28.8 million stockholders' equity.

As of June 28, 2008, tangible net worth totaled $17.7 million.
The company's bank debt, net of cash, totaled $7.0 million.  As of
June 28, 2008, the company had $16.2 million in working capital,
an increase of $24.7 million from one year ago.

During the second quarter, the company entered into a new
$17 million revolving credit facility with Wells Fargo Bank.  The
facility replaces the company's previous facility with
Manufacturers and Traders Trust company which has been retired.
The new facility is expandable to $20 million with the consent of
the lender.  The new credit facility provides for interest at
prime minus 0.25% or, LIBOR plus 2.4%.

                        About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group,
Inc. (AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands and licenses include
the Tommy Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R),
H.S. Trask(R), and Altama(R) footwear lines, Chambers Belts(R)and
Wrangler(R).

                        Going Concern Doubt

As reported in Troubled company's Reporter on April 29, 2008,
Grant Thornton LLP, in Irvine, California, expressed substantial
doubt about Phoenix Footwear Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 29, 2007.

The auditing firm reported that the company incurred a net loss
from continuing operations of $16,593,000 for the year ended
Dec. 29, 2007, and the company is not in compliance with financial
covenants under its current credit agreement as of Dec. 29, 2007.

The company has not requested a waiver for the respective defaults
and is in the process of replacing the existing facility with a
new lender.  If the company is not successful in refinancing the
existing facility through a new bank it will seek to refinance its
debt on new terms with its existing bank.  The company disclosed
that presently it has insufficient cash to pay its bank debt in
full.


PIERRE FOODS: May Hire Perella as Investment Banker and Advisor
---------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware gave Pierre Foods, Inc. and its debtor-affiliates
authority to employ Perella Weinberg Partners, L.P., as their
investment banker and financial advisor.

The Troubled Company Reporter said on Aug. 19, 2008, that the firm
will familiarize itself with the business of the Debtors, review
their financial condition and all other related advisory services.

Michael A. Kramer, Esq., a partner at the Firm, told the Court
that it will bill the Debtors:

    (a) a financial advisory fee of $300,000;

    (b) a monthly financial advisory fee of $150,000, commencing on
        the earlier of July 1, 2008 or the date on which the Debtor
        is or becomes a debtor under Chapter 11 bankruptcy, and
        payable in advance on each monthly anniversary of such
        earlier date;

    (c) and a Transaction Fee of $2,000,000, payable promptly upon
        consummation of a Restructuring.

Mr. Kramer assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

                         About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets between $500 million
and $1 billion, and estimated debts between $100 million and
$500 million.


PIERRE FOODS: May Hire Lightning Mgt. as Operational Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
authority to Pierre Foods, Inc. and its debtor-affiliates to
employ Lightning Management, LLC as their operational consultant
during the pendency of the bankruptcy case.

Since November 2007, John Schaefer, the sole member and employee
of Lightning Management, has been providing executive management
and operational consulting services to Pierre pursuant to the
terms of a services agreement.

On Oct. 16, 2007, Mr. Schaefer was elected as a member of the
board of directors of Pierre Holding Corp.  Mr. Schaefer has
received a total of $20,416 in fees for his services as director
on the PHC board.  Mr. Schaefer, however, wasn't elected as a
director of any other Pierre entity.  He is currently director of
two public companies, The Parent Company and Russ Berrie Company,
Inc.

Because of Mr. Schaefer's membership on the PHC board, the United
States Trustee for the District of Delaware has raised concerns
about the engagement.  However, Pierre has determined that it is
in the best interest of all affected parties for Pierre to employ
Mr. Schaefer directly as its chief operating officer.

Mr. Schaefer will be paid $100,000 every month during the
employment period.  The compensation commenced on Aug. 1, 2008,
and is payable prior to the first day of each calendar month
during the term.  In addition, Pierre will pay Mr. Schaefer a one-
time signing bonus of $500,000 upon the execution of the
employment agreement.

After Dec. 31, 2008, the employment period will automatically
renew for one-month periods unless either party notifies the other
of its intention to terminate the employment period at least 10
days prior to the then-current term.

                         About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods, Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets between $500 million
and $1 billion, and estimated debts between $100 million and
$500 million.


PIERRE FOODS: May Employ Thompson Hine as Special Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Pierre Foods, Inc. and its debtor-affiliates to hire Thompson Hine
LLP as their special counsel, nunc pro tunc to July 15, 2008.

Since September 1991, Thompson Hine has provided legal advice and
represented Pierre on numerous significant matters.  Currently,
the firm advises and represents the Debtors in various
environmental, general corporate, intellectual property, real
estate, labor, employment, and general litigation matters in
addition to a potential criminal investigation.  Thompson Hine
will continue to represent and provide legal services to Pierre
with respect to these current matters.

The firm bills at these hourly rates:

    Partners                      $315 - $600
    Associates                    $190 - $460
    Paraprofessionals              $95 - $250

The Debtors have paid the firm a total of $899,159 for services
provided prior to the commencement of the bankruptcy.

To the best of Pierre's knowledge, Thompson Hine is a
"disinterested person" as defined in section 101(14) of the U.S.
Bankruptcy Code.

The firm can be reached at:

    Linn S. Harson, Esq.
    Thompson Hine LLP
    2000 Courthouse Plaza, Northeast 10 West, Second Street
    Dayton, OH 45402

                         About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com-- manufactures and sells ready-to-cook
and pre-cook products.  The company and and 13 of its affiliates
filed for Chapter 11 protection on July 15, 2008 (Bankr. D. Del.
Lead Case No. 08-11469).  Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represents the Debtors in their restucturing
efforts.  The Debtors selected Kurtzman Carson Consultants LLC as
their claims agent.  When the Debtors filed for protection against
their creditors, they listed estimated assets of between $500
million and $1 billion, and estimated debts of between $100
million and $500 million.


PROPEX INC: May Employ Richard Franks as Sales and Marketing VP
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Eastern District
of Tennessee to employ Richard Franks as their executive vice
president of Sales and Marketing for Flooring/FBA as of July 1,
2008.  According to the Debtors, Mr. Franks' employment is vital
to their reorganization efforts and is in the best interest of
their creditors and estates.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
relates that the Debtors have executed an employment agreement
with Mr. Franks whose contract expires in one year.  The
agreement provides a six-month extension unless terminated by
either party with a 90-day written notice.  Mr. Franks will be
entitled to a $190,000 annual base salary, and will be included
in the Debtors' Key Employee Incentive Plan.

If terminated, Mr. Franks will be paid half the annual base
salary together with the payment of other benefits not satisfied
up to the date of termination.  A non-compete provision also
prevents Mr. Franks from pursuing similar profession within one
year after his termination.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-
10249).  The Debtors have selected Edward L. Ripley, Esq., Henry
J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

As of Sept. 30, 2007, the Debtors' balance sheet showed total
assets of $585,700,000, and total debts of $527,400,000.  The
Debtors' exclusive period to file a plan of reorganization will
expire on Aug. 21, 2008.

(Propex Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROTECTED VEHICLES: Files Liquidation Plan with Creditors' Panel
----------------------------------------------------------------
Protected Vehicles Inc. submitted to the U.S. Bankruptcy Court for
the District of South Carolina its chapter 11 plan of liquidation
and accompanying disclosure statement on Aug. 19, 2008, William
Rochelle reports.  The plan filing averted the conversion of the
Debtor's case to a chapter 7 liquidation proceeding, the report
says.

The Court ruled on July 17, 2008, that the Official Committee of
Unsecured Creditors was entitled to request the case conversion,
Mr. Rochelle reports.  The Court suggested that the Debtor and the
Committee agree on a sale procedure and submit a joint chapter 11
liquidation plan.  The chapter 11 case remained to allow both
parties to reach an agreement, Mr. Rochelle states.

The Troubled Company Reporter said on June 12, 2008, the Committee
requested the conversion of the Debtor's chapter 11 case to one
under chapter 7.  Michael M. Beal, Esq., at McNair Law Firm, P.A.,
in Columbia, South Carolina, noted that the Court previously
denied the Committee's initial conversion motion after finding
that the losses to the estate continue but noting that the
Committee failed to show, by the "narrowest of margins," the
absence of a reasonable likelihood of rehabilitation.

The Committee asserted that the conversion will be the most
efficient and cost-effective way for the Debtor to maximize the
value of its estate for the benefit of its creditors.

An auction will be held today, Aug. 22, 2008, to determine if any
buer will outbid Patriarch Partners LLC' offer of $5 million, Mr.
Rochelle relates.  A sale hearing will follow shortly after the
auction.

                       Provisions of the Plan

In its disclosure statement, the Debtor said it owes its secured
creditor $13.6 million.  The plan contemplates on voiding the
lender's security interest, Mr. Rochelle reveals.  Unsecured
creditors have asserted $67 million in claims.  The Debtor listed
unsecured creditors' claims of $58 million.

According to Mr. Rochelle, through a chapter 11 plan confirmed in
June 2008, Patriarch swapped its debt to ownership of American
LaFrance LLC, a manufacturer of fire trucks and emergency vehicles
that filed its chapter 11 petition on January 2008.

The TCR said on July 29, 2008, that American LaFrance has
successfully emerged from chapter 11 after a little over five
months in bankruptcy.  The effective date of the Debtor's third
amended plan of reorganization occurred on July 23, 2008,
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus PC, in Wilmington, Delaware, stated in a notice to the
U.S. Bankruptcy Court for the District of Delaware.  The Court
confirmed the Debtor's plan May 23, 2008.

                        About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del.
Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers,
Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead
Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, are the Debtor's proposed local counsel.
Pepper Hamilton, LLP is the proposed counsel of the Official
Committee of Unsecured Creditors.  In its schedules of assets and
debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in
total assets and $89,065,038 in total debts.

                      About Protected Vehicles

North Charleston, South Carolina-based Protected Vehicles Inc.
aka PVI -- http://www.protectedvehicles.com/-- founded in 2005,
designs and manufactures ballistic and blast protected vehicles
using technology derived from Rhodesian and South African vehicle
development programs.  The Debtor filed for chapter 11 protection
on Feb. 5, 2008 (Bankr. S.C. Case No. 08-00783).  G. William
McCarthy, Jr., Esq., at McCarthy Law Firm LLC, represents the
Debtor in its restructuring efforts.  Its largest unsecured
creditor, the United States Marine Corps, is owed $15,801,765.

In February 2008, the Debtor listed assets of $24 million and
debts of $54.1 million.


RESMAE MORTGAGE: Moody's Junks Three Class Certificates' Rating
---------------------------------------------------------------
Moody's Investors Service downgraded 10 certificates from ResMae
Mortgage Loan Trust, Mortgage Pass-Through Certificates, Series
2007-1.  Four of the downgraded certificates will remain on review
for possible further downgrade.

Issuer: ResMae Mortgage Loan Trust, Mortgage Pass-Through
Certificates, Series 2007-1

   -- Cl. M2, Downgraded to Baa1 from Aa2

   -- Cl. M3, Downgraded to Baa3 from Aa3

   -- Cl. M4, Downgraded to Ba2 from A1

   -- Cl. M5, Downgraded to B1 from A2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M6, Downgraded to B1 from A3; Placed Under Review for
      further Possible Downgrade

   -- Cl. M7, Downgraded to B2 from Baa1; Placed Under Review for
      further Possible Downgrade

   -- Cl. M8, Downgraded to B3 from Baa2; Placed Under Review for
      further Possible Downgrade

   -- Cl. M9, Downgraded to C from Baa3

   -- Cl. M10, Downgraded to C from Ba1

   -- Cl. M11, Downgraded to C from Ba2

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 described below are a result of Moody's on-going
surveillance process.


RIVER BEND: Dispute with Secured Lender Placed Under Mediation
--------------------------------------------------------------
River Bend Community LLP said last week that, together with its
secured lender, it obtained appraisals and is set for mediation
over a bankruptcy plan, William Rochelle of Bloomberg News.

The report adds that the Debtor is asking for an extension of its
exclusive right to file a reorganization plan until Dec. 26, 2008.

                          About River Bend

Headquartered in Lake Worth, Florida, River Bend Community, LLP
owns a golf course and surrounding housing development near San
Antonio.  It filed for chapter 11 protection on May 30, 2008
(Bankr. S.D. Fla Case No. 08-17264).  Alan J. Perlman, Esq., at
Adorno & Yoss, LLP, represents the Debtor in its restructuring
efforts.  The Debtor's schedules showed total assets of
$36,810,640 and total liabilities of $27,871,325.


ROCKPOINT GROUP: Expects to Default on Manhattan Unit Next Month
----------------------------------------------------------------
Building developers Rockpoint Group LLC and Stellar Management
told The Wall Street Journal that they expect, by next month, to
default on the $225 million mortgage of their 1,230-unit Riverton
Apartments in Manhattan, New York.

The owners said that progress was slow on converting half of the
apartment's units into market-rate housing, WSJ reports.

A Rockpoint spokesperson did not return any comments.

Based in Jacksonville, Florida, Rockpoint Group LLC is a real
estate investment and management firm.  The company was founded in
2003 and has with additional offices in Boston, Dallas, San
Francisco, and Tokyo.


S & A RESTAURANT: Trustee Wants to Retain Rosen as Auctioneer
-------------------------------------------------------------
Michelle H. Chow, the Chapter 7 bankruptcy trustee for S & A
Restaurant Corp., aka Bennigan's Grill & Tavern, and its debtor-
affiliates, seek the authority of the U.S. Bankruptcy Court for
the Eastern District of Texas to retain Rosen Systems, Inc., as
agent and auctioneer.

The Trustee notes that the Debtors' restaurants have numerous
items of equipment, furniture and fixtures as well as perishable
food inventory.  In order to administer these items, Rosen will
(i) remove all of the items from the stores, and (ii) possibly
sell certain assets at auction.

The Trustee avers that Rosen will be billed at $300 per store for
cleaning out all inventory, furniture and fixtures.  For any
items sold at auction, Rosen will get an additional 10% buyers'
premium.

Furthermore, the Trustee's report of sale will contain the full
accounting of all items removed and sold from the Restaurants, as
well as the sums collected as buyer's premium.  Rosen, when
filing for its final fee application, will also include the full
accounting of the clearing out and auction of the inventory.
Rosen's final compensation and reimbursement of expenses will be
subject for Court approval.

Kyle Rosen, director of auction services at Rosen, tells the
Court, that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.  Furthermore,
Rosen is not a:

    (a) a creditor, equity security holder, or insider of the
        Debtor or the Trustee;

    (b) an investment banker for any outstanding security of the
        Debtor or the Trustee;

    (c) attorney for an investment banker of the Debtor or the
        Trustee; or

    (d) a director, officer, or employee of the Debtor or the
        Trustee or of any investment banker of the Debtor or the
        Trustee.

                       About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


S & A RESTAURANT: Court Okays Co-Counsel for Ch. 7 Trustee
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved an application by Michelle H. Chow, the Chapter 7
bankruptcy trustee for S & A Restaurant Corp. aka Bennigan's Grill
& Tavern and its debtor-affiliates, to retain Mark Ian Agee, Esq.,
of the law firm Mark Ian Agee, Attorney at Law, as co-counsel,
nunc pro tunc July 31, 2008.

The Trustee tells the Court that she intends to file, without
delay, an application for the retention of Kane, Russell Coleman
& Logan PC, as lead general counsel.  However, because of the
size, complexity, and nature of the Debtors' Chapter 7 cases,
thus the Trustee seeks to employ Mr. Agee as co-general counsel.

Furthermore, the Trustee informs the Court that Mr. Agee will be
compensated for services rendered at his customary rate of $295
an hour.  Mr. Agee will be reimbursed of actual and necessary
expenses including his paralegals which bill at $40 per hour.
Accordingly, the Trustee has agreed to compensate Mr. Agee for
his for services rendered, and reimburse the actual expenses
incurred incurred in the Debtors' Chapter 7 cases, upon Court
approval of his fee applications pursuant to Sections 330 and 331
of the Bankruptcy Code.

The Trustee relates that as of July 31, no Schedules and
Statements have been filed, and the matrix containing 96,000
parties-in-interest has not been uploaded.  Thus, Mr. Agee avers
that due to the volumes of the documents, he has yet to examine
them for potential conflicts.  However, Mr. Agee, avers that
though he is married to the Trustee and has represented her in
certain Chapter 7 cases, he and his firm are "disinterested
persons" as the term is defined under Section 101(14) of the
Bankruptcy Code.  He notes that he and his firm are not:

    (a) a creditor, equity security holder, or insider of the
        Debtor or the Trustee;

    (b) an investment banker of any outstanding security of the
        Debtor or the Trustee;

    (c) attorney for an investment banker of the Debtor or the
        Trustee; or

    (d) a director, officer or employee of the Debtor or the
        Trustee or of any investment banker of the Debtor or the
        Trustee.

                       About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


S & A RESTAURANT: Meadowbrook Wants to Foreclose Peabody Property
-----------------------------------------------------------------
Meadowbrook Meat Company, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Texas to lift the automatic stay to allow
it to foreclose on a property located at 71 Newbury Street, in
Peabody, Massachusetts.

Meadowbrook holds valid and enforceable secured claims against
S & A Restaurant Corp., aka Bennigan's Grill & Tavern, and its
debtor-affiliates for $10,264,997 consisting of (i) $4,565,739 for
the inventory supplied to the Debtors, inclusive of $292,285 due
under the Perishable Agricultural Commodities Act; and (ii)
$5,699,258 for inventory Meadowbrook specifically bought for the
Debtors.  The Inventory Claims are secured by a mortgage deed on
the Property.

With the Property value pegged at $2,156,100, it is substantially
less than the Claims alone.  Thus, Meadowbrook asserts that
"cause" exists for the automatic stay to be lifted as the Debtors
have no equity in the Property and that the Property is not
necessary for an effective reorganization by the Debtors.
Meadowbrook has conferred to Michelle H. Chow, the Chapter 7
bankruptcy trustee for the Debtors, who does not oppose the
Motion but reserves her right to contest at a later date the
application of the sale proceeds to the Claims.

Furthermore, under a distribution agreement, Meadowbrook supplied
to the Debtors, among others, meat, cheese, fresh produce and
janitorial supplies.  Coterminous with the cessation of the
Debtors' business is the Debtors' performance of the Agreement as
well.  Meadowbrook points out that the Agreement is unnecessary
to an effective organization by the Debtors and would only add to
the administrative expenses against the Debtors' estates.  Thus,
Meadowbrook asks the Court to lift the automatic stay to
terminate the Agreement, nunc pro tunc to the Petition Date.

                       About S & A Restaurant

Based in Plano, Tex., S & A Restaurant Corp. --
http://www.metrogroup.com,http://www.steakandale.com,
http://www.steakandalerestaurants.com,http://www.bennigans.com/
-- and other affiliated entities operate the Bennigan's Grill &
Tavern, and the Steak & Ale restaurant chains under the Metromedia
Restaurant Group.  Bennigan's Grill & Tavern is a chain of more
than 310 pub-themed restaurants offering sandwiches and burgers,
as well as ribs, steaks, and seafood.  The Steak & Ale chain
offers a broader menu set in the atmosphere of an 18th century
English country inn.  The Metromedia Restaurant Group, a unit of
closely held conglomerate Metromedia Company, is one of the
world's leading multi-concept table-service restaurant groups,
with more than 800 Bennigan's(R), Bennigan's SPORT(TM), Steak and
Ale(R), Ponderosa Steakhouse(R) and Bonanza(TM) Steakhouse
restaurants in the United States and abroad.  MRG's annual U.S.
sales are estimated at $1,000,000,000.

S & A Restaurant and 38 of its affiliates filed Chapter 7 petition
under the U.S. Bankruptcy Code on July 29, 2008 (Bankr. E.D. Tex.
Case No. 08-41898).  J. Michael Sutherland, Esq. at Carrington
Coleman Sloman & Blumenthal, represents the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed estimated assets of between $100,000,000 and
$500,000,000 and estimated debts of between $10,000,000 and
$50,000,000.

(Bennigan's and Steak & Ale Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SAGECREST FINANCIAL: Unit Files Chapter 11 Petition in Bridgeport
-----------------------------------------------------------------
SageCrest Finance LLC's affiliate in Bermuda filed a chapter 11
petition on Aug. 20, 2008, with the U.S. Bankruptcy Court for the
District of Connecticut (Bridgeport), case number 08-50763,
Bloomberg News' William Rochelle says.

SageCrest Holdings listed assets between $100 million and
$500 million; and liabilities between $100 million and
$500 million, Mr. Rochelle notes.

Greenwich, Connecticut-based SageCrest Financial, LLC is managed
by Windmill Management LLC.   The company provides short-term
financing.  SageCrest Financial and SageCrest II, LLC filed their
chapter 11 petition on Aug. 17, 2008 (Bankr. Conn. Case Nos. 08-
50755 and 08-50754).   James Berman, Esq., at Zeisler and Zeisler
P.C., represents the Debtors in their restructuring efforts.   The
Debtors listed assets between $100 million and $500 million and
debts between $1 million and $10 million.

According to the Troubled Company Reporter, the Debtor's counsel
said that SageCrest Financial sought bankruptcy protection in
order to avoid a foreclosure sale initiated by Deutsche Bank AG,
which is owed $7 million.


SAGECREST HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: SageCrest Holdings Limited
         22 Victoria Street
         Hamilton HM 12
         Bermuda

Bankruptcy Case No.: 08-50763

Chapter 11 Petition Date: August 20, 2008

Court: District of Connecticut (Bridgeport)

Debtors' Counsel: James Berman, Esq.
                   Zeisler and Zeisler
                   558 Clinton Avenue
                   P.O. Box 3186
                   Bridgeport, CT 06605
                   Tel: (203) 368-4234
                   Email: jberman@zeislaw.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

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


SEA CONTAINERS: Wants Disclosure Statement Approved
---------------------------------------------------
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, informed the U.S. Bankruptcy Court for the
District of Delaware that the disclosure statement accompanying
the joint plan of reorganization filed by Sea Containers Caribbean
Inc., Sea Containers Ltd., and Sea Containers Services Ltd. on
July 31, 2008 contains "adequate information" within the meaning
of Section 1125 of the U.S. Bankruptcy Code.

Mr. Brady relates that before filing the Plan and Disclosure
Statement, the Debtors shared Plan term sheets with the Official
Committee of Unsecured Creditors and its advisors, and have
worked diligently to ensure that the Disclosure Statement
contains pertinent information necessary for holders of allowed
Claims to make informed decisions about whether to vote to accept
or reject the Plan.

The Debtors, therefore, asks the Court to approve the Disclosure
Statement.

The Court will convene a hearing on Sept. 4, 2008, to consider the
adequacy of the Disclosure Statement.  The deadline for filing
objections to the Disclosure Statement is August 28.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt
and Taylor, represent the Debtors in their restructuring
efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Debtors filed their joint Chapter 11 plan of reorganization
and disclosure statement on July 31, 2008.  (Sea Containers
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Wants GECC Tolling Agreement Approved
-----------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve an
agreement among Sea Containers Ltd., Sea Container Services Ltd.,
Quota Holdings Ltd., Sea Containers SPC Ltd., Sea Containers
America, Inc., General Electric Capital Corporation and its
subsidiaries, GE SeaCo SRL, and GE SeaCo America LLC tolling the
statute of limitations of certain claims to be released pursuant
to the Debtors' global settlement agreement with the GECC Parties.

On June 4, 2008, the Court approved the Debtors' entry into a
framework agreement with the GECC Parties, and authorized the
Debtors to perform all obligations under that agreement.  Over
the last four months, the Debtors and the GECC Parties have
negotiated and finalized the definitive documents contemplated by
the Framework Agreement.

One of the definitive documents is a mutual release agreement
through which the Parties will agree to mutually settle and
release outstanding claims among them, including claims related
to the joint venture documents, the business of GE SeaCo, the
various arbitrations between the Parties, and any claims or
causes of action under Chapter 5 of the Bankruptcy Code.  The
Mutual Release will be executed and become effective with other
definitive documents contemporaneously with the substantial
consummation of the Debtors' recently-filed plan of
reorganization, relates Robert S. Brady, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Pending confirmation and substantial consummation of the Plan and
the Mutual Release becoming effective, the Parties desire to
preserve, without concern as to the passing of any statutes of
limitation in the interim, any claims they have or may have
against each other in the presumably unlikely event that the
global settlement is not consummated, Mr. Brady tells the Court.
He explains that in the event that the Debtors have any avoidance
actions against the GECC Parties, the deadline for the Debtors to
commence those actions under Sections 544, 545, 547, 548 and 550
of the Bankruptcy Code might otherwise pass before the Plan is
confirmed and the settlement realized.

Mr. Brady contends that absent the Tolling Agreement, the GECC
Parties might see a need to assert new claims against the
Debtors.  He notes that the Parties do not believe it would be
productive to commence any actions against each other at this
time, or to be forced to defend against new actions filed by
another Party, when those actions will be rendered moot upon
execution of the Mutual Release.  Thus, he says, the Parties have
agreed to toll the statute of limitations for all possible claims
to be released by the Mutual Release.

The Debtors, hence, ask the Court to approve the Tolling
Agreement executed on Aug. 14, 2008, which tolls the statute of
limitations period for all possible claims to be released by the
Mutual Agreement, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure and Section 363(b) of the U.S. Bankruptcy
Code.

For claims for which the statute of limitations had not expired
as of August 14, Mr. Brady elaborates that the statute of
limitations will be tolled from that date until 30 days after the
termination or expiration of the stay of:

    (a) all proceedings in the arbitrations;

    (b) the commencement or continuation of any actions or claims
        that would be released by the Mutual Release; and

    (c) the pursuit of any discovery relating to any actions or
        claims that would be released by the Mutual Release.

The Debtors believe the Tolling Agreement benefits the bankruptcy
estates by allowing them to preserve any claims or causes of
action against the GECC Parties in the event the Framework
Agreement terminates prior to execution of the Mutual Release.
The Tolling Agreement also preserves the current cooperative
relationship between the Parties as they work together to realize
the global settlement between them, and avoids the unnecessary
expenditure of estate assets that would occur if the Debtors had
to institute or defend actions that most likely will never be
brought.

To the extent that the relief requested is deemed a settlement
subject to Section 363(b) and Rule 9019, the Debtors believe that
entry of the Tolling Agreement is supported by sound business
judgment and is in the best interest of the estates and
creditors.  They add that the the Tolling Agreement represents
the most practical means to ensure that the rights of their
estates are preserved without having to incur needless expense.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for Chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt
and Taylor, represent the Debtors in their restructuring
efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Debtors filed their joint Chapter 11 plan of reorganization
and disclosure statement on July 31, 2008.  (Sea Containers
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Wants Voting and Solicitation Procedures Approved
-----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

    (a) approve their solicitation and notice procedures with
        respect to the confirmation of their joint plan of
        reorganization;

    (b) approve the forms of various ballots and notices of the
        solicitation packages that will be distributed; and

    (c) fix:

        -- Sept. 4, 2008, as the Disclosure Statement hearing;

        -- September 22, as the deadline for distributing
           Solicitation Packages;

        -- November 1, as the deadline for filing objections to
           the Plan;

        -- November 1, as the deadline for voting on the Plan;

        -- November 10, as the hearing for the confirmation of the
           Plan; and

        -- the date that is 10 business days prior to the Plan's
           effective date, as the distribution record date.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, says that the Debtors' proposed
Solicitation Procedures will allow them to distribute
solicitation materials and tabulate acceptances of the Plan
effectively and consistently with the requirements of the
Bankruptcy Code and due process.  He adds that the Solicitation
Procedures and the Debtors' proposed Confirmation Hearing Notice,
provide adequate notice to all holders of claims regarding the
solicitation process as well as the relevant dates associated
with the Solicitation Procedures.

The Solicitation Procedures authorize and direct BMC Group, Inc.,
the Debtors' claims and solicitation agent, to assist them in
distributing the Solicitation Packages, and tabulating ballots
cast for or against the Plan.  The Solicitation Package will
contain copies of:

    -- a cover letter describing the contents of the Package and
       instructions on how paper copies of any materials that may
       be provided in CD-Rom format can be obtained at no charge,
       and urging holders in each of the voting classes to vote to
       accept the Plan, the Bermuda Scheme of Arrangement, and the
       U.K. Scheme of Arrangement, as applicable;

    -- an appropriate form of Ballot and Master Ballot, and
       applicable voting instructions, together with a pre-
       addressed postage pre-paid return envelope;

    -- the Solicitation Procedures and the order approving them;

    -- the approved form of the Disclosure Statement;

    -- the proposed forms of the Bermuda Scheme of Arrangement and
       U.K. Scheme of Arrangement, and their explanatory
       statements; and

    -- the Confirmation Hearing Notice.

Mr. Brady says that the Disclosure Statement and Plan are more
than 200 pages combined, and the Bermuda and U.K. Scheme of
Arrangement are more than 175 pages combined.  Thus, the Debtors
seek the Court's approval to serve those documents in CD-Rom
format instead of paper format.  He contends that courts commonly
permitted a debtor to transmit solicitation documents in CD-Rom
format to save printing and mailing costs.

The Debtors note that their proposed forms of the Ballots and the
Master Ballot are based on Official Form No. 14, but have been
modified to address the particular circumstances of their Chapter
11 cases, and to include certain additional information they
believe to be relevant and appropriate for each class of claims
entitled to vote on the Plan.

Pursuant to the Solicitation Procedures, BMC Group will
distribute the appropriate Ballots to holders of claims in
Classes 2B, 2C, 3A, 3B, and 4A, who are entitled to vote on the
Plan.  All other Classes either are conclusively presumed to have
(i) accepted the Plan because they are unimpaired or
unclassified, or (ii) rejected the Plan because no distributions
will be made on account of claims or interests in those Classes.
Thus, holders of claims and interests in the non-voting Classes
will receive the applicable notice of non-voting status in lieu
of the Solicitation Package.

Under the Plan, Class 2B or the SCL other unsecured claims
consists, in part, of the senior note claims, which are based on
publicly issued securities.  In many instances, nominees of
record hold the relevant securities rather than the beneficial
holders themselves.  Hence, to tabulate votes for the Beneficial
Holders of securities in Class 2B, BMC Group will deliver
Solicitation Packages to both Beneficial Holders and Nominees.  A
Master Ballot will also be distributed to Nominees.

Pursuant to Section 502(a) of the Bankruptcy Code, a claim or
interest is deemed allowed, unless a party-in-interest objects.
Thus, Mr. Brady avers that holders of claims for which an
objection is pending are not entitled to vote on the Plan.  He
notes, however, that Rule 3018(a) of the Federal Rules of
Bankruptcy Procedure allows for temporary allowance of claims
with pending objection, so that holders may vote on the Plan with
their claims at a temporarily allowed amount.  Accordingly, the
Debtors will send the Confirmation Hearing Notice and a "Notice
of Non-Voting Status with Respect to Disputed Claims" to the
holders of the disputed claims, in lieu of the Solicitation
Package.

The Disputed Claim Notice will inform the relevant holders that
their claim is subject to an objection, and that the holder
cannot vote any disputed portion of its claim unless one or more
of these resolution events has taken place at least five business
days before the Voting Deadline:

    -- a Court order allowing the Claim;

    -- a Court order temporarily allowing the claim for voting
       purposes only;

    -- a stipulation or other agreement is executed between the
       claim holder and the Debtors:

       * resolving the objection, and allowing the disputed claim
         in an agreed upon amount; or

       * temporarily allowing the holder to vote its claim in an
         agreed upon amount; or

    -- the pending objection is voluntarily withdrawn by the
       Debtors.

Because holders of claims or interests in Classes 1, 2A, 4B, and
5 are not entitled to vote on the Plan, the Debtors will not
solicit votes from those holders.  The Debtors propose, however,
to send to the holders a Confirmation Hearing Notice, and a
Notice of Non-Voting Status, in lieu of the Solicitation Package.

In tabulating votes, the Debtors propose that this hierarchy will
be used to determine the claim amount associated with each
holder's vote:

    (1) the claim amount settled or agreed upon by the Debtors;

    (2) the claim amount allowed pursuant to a Resolution Event
        under the Solicitation Procedures;

    (3) the claim amount contained in a proof of claim that has
        been timely filed by the bar date, or deemed timely filed
        by the Court under applicable law;

    (4) the claim amount listed in the Debtors' schedules of
        assets and liabilities, provided that the claim is not
        scheduled as contingent, disputed, or unliquidated, and
        has not been paid; and

    (5) in the absence of any of the applicable claim amount,
        zero.

For votes to be counted, all Ballots and Master Ballot must be
properly executed, completed, and delivered by the Voting
Deadline on November 1, 2008.

Moreover, in addition to mailing the Confirmation Hearing Notice,
the Debtors propose to publish the notice within 15 days prior to
the Voting Deadline in The Wall Street Journal (Global Edition),
Financial Times, London Gazette, Royal Gazette, and Lloyd's List.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for Chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt
and Taylor, represent the Debtors in their restructuring
efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Debtors filed their joint Chapter 11 plan of reorganization
and disclosure statement on July 31, 2008.  (Sea Containers
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEALY CORP: To Close Clarion Manufacturing Plant in Pennsylvania
----------------------------------------------------------------
Sealy Corporation disclosed that production will be discontinued
at the Clarion, Pennsylvania facility in October 2008.  Sealy has
operated the facility since 1981.

"In light of current economic conditions and continued softness in
the retail mattress environment, we determined that closing this
plant is the best decision for the company," Larry Rogers, Sealy
CEO, said.  "We remain focused on managing those areas of our
business that we can control, and we are better aligning capacity
to meet our current manufacturing needs.  We regret that this
decision will impact a number of Sealy employees.  This action is
part of our strategic plan that includes streamlining our cost
structure to become a leaner organization.  I am confident that
these actions will help position Sealy for even stronger growth
potential over the long term."

Production at the Clarion facility will shift to other plants in
the region in order to maintain schedules for Sealy customers.

Operations at Clarion will be permanently discontinued as of
Oct. 17, 2008.  This decision will affect 98 production and 16
office and supervisory personnel.  In addition to the existing
severance programs, Sealy will make counseling services available
to employees through its Employee Assistance program.

Based in Trinity, North Carolina, Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- manufactures and markets a broad range of
mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Stearns & Foster(R), and Bassett(R) brands.
Sealy operates 26 plants in North America, and has the largest
market share and highest consumer awareness of any bedding brand
on the continent.  In the United States, Sealy sells its products
to 2,900 customers with more than 7,000 retail outlets.  Sealy is
also a leading supplier to the hospitality industry.

                           *     *     *

At June 1, 2008, the company's consolidated balance sheet showed
$1.0 billion in total assets, $1.1 billion in total liabilities,
and $8.1 million in common stock and options subject to
redemption, resulting in a $105.3 million stockholders' deficit.


SECURTIZED ASSET: Moody's Junks Seven Class Certificates' Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded nine certificates from
Securitized Asset Backed Receivables LLC Trust 2007-BR5.  Three
other certificates have been placed on review for possible
downgrade.

Issuer: Securitized Asset Backed Receivables LLC Trust 2007-BR5

   -- Cl. A-1, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-2B, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. A-2C, Placed on Review for Possible Downgrade, currently
      Aaa

   -- Cl. M-1, Downgraded to B1 from Aa1

   -- Cl. M-2, Downgraded to B2 from Aa2

   -- Cl. M-3, Downgraded to Caa2 from Aa3

   -- Cl. M-4, Downgraded to C from A1

   -- Cl. M-5, Downgraded to C from A2

   -- Cl. M-6, Downgraded to C from A3

   -- Cl. B-1, Downgraded to C from Baa2

   -- Cl. B-2, Downgraded to C from Ba1

   -- Cl. B-3, Downgraded to C from B1

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.


SEMGROUP ENERGY: Receives Delisting Notice from Nasdaq
------------------------------------------------------
SemGroup Energy Partners, L.P. disclosed in a regulatory SEC
filing Wednesday that on Aug. 19, 2008, it received a Staff
Determination Letter from The NASDAQ Stock Market, stating that
the company is not in compliance with NASDAQ's Marketplace Rule
4310(c)(14) because it did not timely file its Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2008, with the
Securities and Exchange Commission, and that its common units
representing limited partner interests are therefore subject to
delisting from NASDAQ.

NASDAQ rules permit a company that has received a delisting
notification to request a hearing with the NASDAQ Listing
Qualifications Panel to appeal the staff's determination to delist
its securities.  The company intends to request such a hearing.
There can be no assurance that the Panel will grant the company's
request for continued listing.  Pending a decision by the Panel,
the company's common units will remain listed on NASDAQ.

As previously disclosed, the company was unable to timely file the
Form 10-Q due to uncertainties surrounding the filing of voluntary
petitions SemGroup, L.P. and certain of its subsidiaries for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware on
July 22, 2008.

The company said its management and the board of directors of its
general partner are currently evaluating the impact of the
bankruptcy filings and certain related matters on the financial
statements.  The company expects to file its Form 10-Q for the
quarter ended June 30, 2008, as soon as is reasonably practicable
after such evaluation has been completed.

                   About SemGroup Energy Partners

Headquartered in Tulsa, Oklahoma, SemGroup Energy Partners, L.P.
-- http://www.SGLP.com/-- owns and operates a diversified
portfolio of complementary midstream energy assets.  SemGroup
Energy Partners provides crude oil and liquid asphalt cement
terminalling and storage services and crude oil gathering and
transportation services.

As a publicly traded master limited partnership, SemGroup Energy
Partners' common units are traded on the NASDAQ Global Market
under the symbol SGLP.  The general partner of SemGroup Energy
Partners is a subsidiary of SemGroup, L.P.

On July 22, 2008, the company's parent, SemGroup, L.P., filed a
voluntary petition for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  Various subsidiaries of SemGroup, L.P.
also filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code on such date.  None of the company, the
general partner of the company, nor any of the subsidiaries of the
company or the general partner were included in the bankruptcy
filings.

                           *     *     *

As reported in the Troubled Company Reporter on July 29, 2008,
at March 31, 2008, SemGroup Energy Partners, L.P.'s consolidated
balance sheet showed $262.0 million in total assets and
$316.6 million in total liabilities, resulting in a $54.6 million
partners' deficit.


SEQUOIA ALTERNATIVE: Moody's Rates Two Class B Loans to C
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of 4 tranches
from Sequoia Alternative Loan Trust 2006-1.  The collateral
backing these transactions consists primarily of first-lien,
adjustable-rate, Alt-A mortgage loans.

Complete rating actions are:

Issuer: Sequoia Alternative Loan Trust 2006-1

   -- Cl. A-2, Downgraded to Ba3 from Aaa
   -- Cl. B-1, Downgraded to Ca from B2
   -- Cl. B-2, Downgraded to C from Ca
   -- Cl. B-3, Downgraded to C from Ca

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.


SEQUOIA COMMUNITY: Gets $9.8 Million Bid from Non-Profit CSV
------------------------------------------------------------
The Fresno Bee reported that Clinica Sierra Vista filed a request
with the U.S. Bankruptcy Court for the Eastern District of
California to purchase Sequoia Community Health Foundation, Inc.,
dba Sequoia Community Health Centers Inc.  The paper's Tracy
Correa relates that the buyer's purchase agreement disclosed a
purchase price of $9.8 million.  Sequoia's board of directors has
consented to its sale to Clinica Sierra Vista.

The paper relates that with a debt of $11 million, non-profit
Sequoia Community has been struggling to continue serving the
indigent in Fresno, California.  Even Clinica Sierra's CEO Peter
Schilling said that the merger is "rare and risky," however, "we
believe in the mission."

According to Sequoia's counsel, a hearing on August 27 is set to
consider bids and objections of the sale.  Under a management
deal, Clinica will aid Sequoia in its operations until the sale is
completed.

As disclosed in the Troubled Company Reporter on Aug. 5, 2008,
Sequoia Community is under investigation by the state of
California over alleged Medi-Cal fraud.

The Debtor's counsel assured the public that the state
investigation won't affect the Sequoia-Clinica merger.

Fresno, California-based Sequoia Community Health Foundation,
Inc., dba Sequoia Community Health Clinic, runs eight clinics.
The health care provider filed its chapter 11 petition on June 24,
2008 (Bankr. E.D. Calif. Case No. 08-13653).  Judge Hon. Whitney
Rimel presides over the case.  Riley C. Walter, Esq., represents
the Debtor in its restructuring efforts.  The Debtor has assets of
between $1 million and $10 million and debts of between $1 million
and $10 million.


SHARPER IMAGE: Gift Card Holder Rep. Wants Case Converted to Ch. 7
------------------------------------------------------------------
Frederic B. Prohov, representing a putative class of Sharper
Image Gift Card holders, asks the U.S. Bankruptcy Court for the
District of Delaware to convert the Debtor's Chapter 11 case to a
case under Chapter 7 of the Bankruptcy Code.

Mr. Prohov tells the Court that the Debtor is in a precarious
financial condition, indicated by its operating reports, filed
fee applications, and the proceeds from asset sales.

Specifically, Mr. Prohov points out that the Debtor's June
operating report shows a negative net cash flow of $16,000,000.
The Debtor also has no unrestricted cash, and most of its assets
consist of prepaid expenses and professional retainers.
Moreover, it shows in excess of $7,000,000 post-petition debts,
and over $3,000,000 in professional fees that have been paid.
The Debtor's quarterly financial report on Form 10Q filed with
the Securities and Exchange Commission stated that its deferred
revenue, representing uncashed gift cards, was $34,000,000.  The
Debtor's operating report for April 2008 also listed deferred
revenue at $36,044,290.

Mr. Prohov also related that the counsel for the Official
Committee of Unsecured Creditors had intimated that despite cash
coming into the estate, there might not be anything left for
priority claimants.  He adds that the Debtor's counsel has also
told him to seek further continuance of the automatic stay of his
requests for class certification and stay relief because asset
sales were going very poorly and the estate was becoming
administratively insolvent.

The Debtor's counsel suggested that the Chapter 11 case may be
headed toward a Chapter 7 case, in which priority creditors would
receive nothing, Mr. Prohov tells the Court.

Section 1112(b)(4)(A) of the Bankruptcy Code provides that
"cause" for conversion exists if the estate is experiencing
substantial or continuing loss, and there is no reasonable
likelihood of rehabilitation, Mr. Prohov notes.

The case should be converted simply because the Debtor and the
Committee have acknowledged there is a significant risk of
administrative insolvency, Mr. Prohov asserts.  A Chapter 7
trustee is likely to retain counsel at rates that are
economically in line with the estate's available resources, he
adds.

Mr. Prohov points out that the Debtor is in the process of
liquidating its assets.  It has sold its trademark, much of its
inventory, and is now in the process of rejecting or selling
leases.  He says it is beyond dispute that any plan of
reorganization in the Debtor's case will be a plan of liquidation
and will not "rehabilitate" the Debtor.

                         About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHARPER IMAGE: ARG Seeks Payment of $2.6MM Admin. Expense Claim
---------------------------------------------------------------
ARG Manufacturing, Inc., seeks the allowance and payment of a
$2,651,230 administrative expense in connection with the breach of
a postpetition license agreement by The Sharper Image, Corp., now
known as TSIC, Inc.

David W. Carickhoff, Esq, at Blank Rome LLP, in Wilmington,
Delaware, relates that on March 11, 2008, the Debtor and ARG
entered into a License Agreement, pursuant to which ARG may use
"The Sharper Image" name and logos on manual, non-electric
kitchen and food preparation tools and utensils and bakeware, as
well as manual non-electric and non-battery powered barbecue
tools.

The initial term of the License Agreement was March 11, 2008
through December 31, 2011, subject to a renewal period from
January 1, 2012 though December 31, 2014.  Under the agreement,
ARG will pay Sharper Image a royalty in the form of a percentage
of the net sales of the Licensed Products.  The License Agreement
required ARG to make a $37,500 advance royalty payment on
March 21, 2008, to be applied against future royalty payments due
and payable for the first contract year.  ARG made the Advance
Royalty Payment on March 18, 2008.

To meet its obligations under the License Agreement, ARG incurred
upfront tooling costs for approximately $217,100, and package
development costs for $10,043, Mr. Carickhoff relates.  He notes
that prior to the License Agreement, ARG shared its projected
sales, profits, and royalty calculations with the Debtor.  The
projections formed the basis of the parties reasonable
expectations under the License Agreement.  ARG projected that it
would have average profits of $2,651,230.

According to Mr. Carickhoff , the sale of the Licensed Trademarks
to the Joint Venture has rendered it impossible for the Debtor to
meet its obligations under the License Agreement, and its
material breach of the contract entitles ARG to damages.

                     About Sharper Image

Based in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- is a multi-channel specialty
retailer.  It operates in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it is also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The company filed for Chapter 11 protection on Feb. 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of UnsecuredCreditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including Sept. 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SHOE PAVILION: Appellate Court Reinstates Patent Infringement Suit
------------------------------------------------------------------
The U.S. Court of Appeals for the Federal Circuit overturned on
Aug. 19, 2008, a lower court's ruling and reinstated a patent
infringement case against Shoe Pavilion Inc., William Rochelle
of Bloomberg News.  Mr. Rochelle comments that the Debtor's
creditors will increase due to the Circuit Court's action.

On Jan. 11, 2008, the Intellectual Property Dispute Reporter said
that Shoe Pavilion continues to defend against DSW Inc. and DSW
Shoe Warehouse Inc.'s patent infringement suit in the U.S.
District Court for the Central District of California.  The
plaintiffs sued the company in October 2006 alleging that the
company had used an original and now a redesigned shoe display and
storage fixture that infringes its patents.

The company has counterclaimed that the asserted patents are
invalid and not infringed.

The plaintiffs initially moved for a preliminary injunction.  The
District Court denied the motion in late November 2006.  The
District Court, further, agreed primarily that the redesigned
display did not infringe the asserted patent and that the claims
of asserted patents were invalid.

                         About Shoe Pavilion

Sherman Oaks, California-based Shoe Pavilion, Inc. (OTC: SHOEQ)
and Shoe Pavilion Corporation -- http://www.shoepavilion.com/--
operate independent off-price footwear retail stores that offer a
broad selection of women's and men's designer label and name brand
merchandise.  The Debtors filed their chapter 11 petition on July
15, 2008 (Bankr. C.D. Calif. Case Nos. 08-14939 and 08-14941).
Judge Maureen Tighe presides over the bankruptcy case.  Ron
Bender, Esq., at Levene, Neale, Bender, Rankin & Brill, represents
the Debtors in their restructuring efforts.  Shoe Pavilion
disclosed total assets of $60,994,000 and total debts of
$27,000,000.


SHOE PAVILION: El Paso Stores to Remain Open, Manager Says
----------------------------------------------------------
Ivonne Ibanez, manager of Shoe Pavilion Inc. units in Las Cruces
store at Mesilla Valley Mall said that the Debtor is not closing
its El Paso stores, reports Las Cruces Sun-News -- McClatchy-
Tribune News Service.  Shoe Pavilion filed its chapter 11 petition
on July 15, 2008.

In court documents, Shoe Pavilion identified about 43
underperforming stores that needed "to be closed in an expeditious
manner," the report says.  Shoe Pavilion added that another 28
stores will be closed unless landlords provide rent concessions,
the report quotes court documents as stating.

A week earlier, management at the Bassett Place mall in El Paso
said it received notice that the store must be vacated by
November 1, the report adds.

                         About Shoe Pavilion

Sherman Oaks, California-based Shoe Pavilion, Inc. (OTC: SHOEQ)
and Shoe Pavilion Corporation -- http://www.shoepavilion.com/--
operate independent off-price footwear retail stores that offer a
broad selection of women's and men's designer label and name brand
merchandise.  The Debtors filed their chapter 11 petition on July
15, 2008 (Bankr. C.D. Calif. Case Nos. 08-14939 and 08-14941).
Judge Maureen Tighe presides over the bankrutpcy case.  Ron
Bender, Esq., at Levene, Neale, Bender, Rankin & Brill, represents
the Debtors in their restructuring efforts.  Shoe Pavilion listed
total assets of $60,994,000 and total debts of $27,000,000.


SHOE PAVILION: Securities Now Trade Over The Counter
----------------------------------------------------
Shoe Pavilion, Inc.'s securities is currently trading at the Over
The Counter using the trading symbol, SHOEQ.

On July 17, 2008, the company received a Nasdaq Staff
Determination letter from the Listing Qualifications Department of
The Nasdaq Stock Market, indicating that it had determined to
delist the company' securities from the Nasdaq Global Market.
Trading in the company's common stock was suspended at the opening
of business on July 28, 2008.  This decision was made after review
of the company's recent announcement that it had filed for
protection under chapter 11, and using Nasdaq's broad
discretionary authority under Marketplace Rules 4300, 4450(f) and
IM-4300.

                         About Shoe Pavilion

Sherman Oaks, California-based Shoe Pavilion, Inc. (OTC: SHOEQ)
and Shoe Pavilion Corporation -- http://www.shoepavilion.com/--
operate independent off-price footwear retail stores that offer a
broad selection of women's and men's designer label and name brand
merchandise.  The Debtors filed their chapter 11 petition on July
15, 2008 (Bankr. C.D. Calif. Case Nos. 08-14939 and 08-14941).
Judge Maureen Tighe presides over the bankrutpcy case.  Ron
Bender, Esq., at Levene, Neale, Bender, Rankin & Brill, represents
the Debtors in their restructuring efforts.  Shoe Pavilion
disclosed total assets of $60,994,000 and total debts of
$27,000,000.


SOUNDVIEW HOME: Moody's Junks 16 Class Certificates' Ratings
------------------------------------------------------------
Moody's Investors Service downgraded thirty-four certificates from
four Soundview Home Loan Trust transactions.  Four of the
downgraded certificates will remain on review for possible further
downgrade, while eight other certificates have been placed on
review for possible downgrade.

Issuer: Soundview Home Loan Trust 2007-OPT2

   -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
      Aaa
   -- Cl. II-A-2, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. II-A-3, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. II-A-4, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. M-1, Downgraded to Ba1 from Aa1
   -- Cl. M-2, Downgraded to B1 from Aa2
   -- Cl. M-3, Downgraded to B2 from Aa3
   -- Cl. M-4, Downgraded to Caa2 from A1
   -- Cl. M-5, Downgraded to C from A2
   -- Cl. M-6, Downgraded to C from A3
   -- Cl. M-7, Downgraded to C from Baa1
   -- Cl. M-8, Downgraded to C from Baa2
   -- Cl. M-9, Downgraded to C from Baa3
   -- Cl. M-10, Downgraded to C from Ba1

Issuer: Soundview Home Loan Trust 2007-OPT3

   -- Cl. I-A-1, Placed on Review for Possible Downgrade, currently
      Aaa
   -- Cl. II-A-2, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. II-A-3, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. II-A-4, Placed on Review for Possible Downgrade,
      currently Aaa
   -- Cl. M-1, Downgraded to Ba3 from Aa1
   -- Cl. M-2, Downgraded to B2 from Aa2
   -- Cl. M-3, Downgraded to Caa2 from Aa3
   -- Cl. M-4, Downgraded to C from A1
   -- Cl. M-5, Downgraded to C from A2
   -- Cl. M-6, Downgraded to C from A3
   -- Cl. M-7, Downgraded to C from Baa1
   -- Cl. M-8, Downgraded to C from Baa2
   -- Cl. M-9, Downgraded to C from Baa3
   -- Cl. M-10, Downgraded to C from Ba1

Issuer: Soundview Home Loan Trust 2007-OPT4

   -- Cl. M-3, Downgraded to A2 from Aa3
   -- Cl. M-4, Downgraded to Baa1 from A1
   -- Cl. M-5, Downgraded to Baa3 from A2
   -- Cl. M-6, Downgraded to B1 from A3
   -- Cl. M-7, Downgraded to B1 from Baa1; Placed Under Review for
      further Possible Downgrade
   -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
      further Possible Downgrade
   -- Cl. M-9, Downgraded to Ca from Baa3

Issuer: Soundview Home Loan Trust 2007-OPT5

   -- Cl. M-3, Downgraded to A1 from Aa3
   -- Cl. M-4, Downgraded to Baa1 from A1
   -- Cl. M-5, Downgraded to Baa2 from A2
   -- Cl. M-6, Downgraded to Ba2 from A3
   -- Cl. M-7, Downgraded to B1 from Baa1; Placed Under Review for
      further Possible Downgrade
   -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
      further Possible Downgrade
   -- Cl. M-9, Downgraded to C from Baa3

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.


SPHERICS INC: Assignee to Auction Pharmaceutuical IP on October 10
------------------------------------------------------------------
Joseph F. Finn, Jr., C.P.A., said that all pharmaceutical
intellectual property of Spherics Inc., is up for sale at a sealed
bid auction on Oct. 10, 2008.

Mr. Finn is the assignee of Spherics' assets for the benefit of
creditors.

The successful bidder may make a new drug submission in fourth
quarter 2009 with the remaining total cost to bring to market
expected to cost about $7 million.  A clear clinical pathway for
SRx-502 has been defined by the MHRA for a regulatory submission.

Mr. Finn is the founding partner of the firm Finn, Warnke &
Gayton, Certified Public Accountants of Wellesley Hills,
Massachusetts.  He works in the area of management consulting for
distressed enterprises, bankruptcy accounting and related matters,
such as assignee for the benefit of creditors and liquidating
agent for a corporation.

Spherics Inc. has an intellectual property position around its
drug delivery technologies and products.  The company has a range
of issued US and international patents through exclusive licenses
from Brown University.  These patents cover polyanhydride-based
bioadhesive polymers and PIN.  In addition to these issued
patents, Spherics has filed numerous applications covering
compositions of matters of its proprietary polymers (SPHEROMERS),
novel oral delivery systems (including BIOGIT, BIOROD and PIN),
manufacturing methods, methods of use, formulations and product
compositions.


STEVE & BARRY'S: Release Provisions in Sale Agreement Criticized
----------------------------------------------------------------
Bloomberg's Tiffany Kary reports that Judge Allan Gropper at the
U.S. Bankruptcy Court for the Southern District of New York
criticized Steve & Barry's LLC's bid to sell its assets for $168
million.  Judge Gropper, at yesterday's hearing, said the sale
agreement contained improper releases for the Debtors' executives,
and that the Debtors cannot sell their assets to BHY S&B Holdings
LLC, a newly formed affiliate of Bay Harbour Management LC and
York Capital Management, under the current proposed agreement,
Bloomberg relates.  Steve & Barry's co-founders Steve Shore and
Barry Prevor are investors in BHY S&B Holdings, Bloomberg notes.

Judge Gropper, according to Bloomberg, found it "extremely
improper use of Chapter 11 for a debtor to negotiate a sale of the
business and a release for itself at the same time -- in the guise
of that release being necessary for the purchaser's obligation."
Judge Gropper said it has "never been done and it's not starting
here today."

Bloomberg says the deal would have returned about 2 cents on the
dollar to unsecured creditors.

"The unsecureds are getting little enough here," Ms. Kary quoted
Judge Gropper as saying. "There are some principals of Chapter 11
that simply can't be ignored."

"I'm not suggesting there is anything wrong with the principals
buying into the reorganized company" Judge Gropper said, according
to Ms. Kary.  "But when I see a sale of all causes of action,
without notifying anyone, it piques my interest."

The hearing on the proposed sale agreement is scheduled to
continue today, Bloomberg says.

ABIWorld reports that Bay Harbour plans to keep open about 150 of
the chain's 276 stores.  ABIWorld says the Debtors' founders will
sit on the Newco board.  Bay Harbour has been negotiating around
to win concessions on the company's leases and said that the
purchase was contingent upon negotiating favorable terms from key
landlords, ABIWorld says.

                       About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry LLC
-- http://www.steveandbarrys.com/-- is a national casual
apparel retailer that offers high quality merchandise at
low prices for men, women and children.  Founded in 1985, the
company operates 276 anchor and junior anchor shopping center
and mall-based locations throughout the U.S. At STEVE & BARRY'S
(R) stores, shoppers will find brands they can't find anywhere
else, including the BITTEN(TM) collection, the first-ever
apparel line created by actress and global fashion icon Sarah
Jessica Parker, and the STARBURY(TM) collection of athletic and
lifestyle apparel and sneakers created with NBA (R) star Stephon
Marbury.

Steve & Barry's, LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at
Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

When the Debtors filed for bankruptcy, it listed $693,492,000 in
total assets and $638,086,000 in total debts.


STONY HILL: Moody's Junks $50 Million Notes' Rating
---------------------------------------------------
Moody's Investors Service downgraded the rating of these notes
issued by Stony Hill CDO SPC 2005-1:

Class Description: $50,000,000 Notes of Stony Hill CDO SPC, Series
2005-1 Due 2012

Prior Rating: Ba1, on review for possible downgrade

   -- Current Rating: Caa3

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


STRUCTURED ASSET: Moody's Junks Six Class Certificates' Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded eleven certificates from
Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2007-WF2.  One other certificate has been
placed on review for possible downgrade.

Complete rating actions are:

Issuer: Structured Asset Securities Corp., Mortgage Pass-Through
Certificates, Series 2007-WF2

   -- Cl. A-4, Placed on Review for Possible Downgrade, currently
      Aaa
   -- Cl. M-1, Downgraded to Baa2 from Aa1
   -- Cl. M-2, Downgraded to Ba1 from Aa2
   -- Cl. M-3, Downgraded to B1 from Aa3
   -- Cl. M-4, Downgraded to B2 from A1
   -- Cl. M-5, Downgraded to B3 from A2
   -- Cl. M-6, Downgraded to Caa2 from A3
   -- Cl. M-7, Downgraded to C from Baa1
   -- Cl. M-8, Downgraded to C from Baa2
   -- Cl. M-9, Downgraded to C from Baa3
   -- Cl. B-1, Downgraded to C from Ba1
   -- Cl. B-2, Downgraded to C from Ba2

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.


TEAM NATION: June 30 Balance Sheet Upside-Down by $321,487
----------------------------------------------------------
Team Nation Holdings Corporation's consolidated balance sheet at
June 30, 2008, showed $4,793,698 in total assets and $5,115,185 in
total liabilities, resulting in a $321,487 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $519,614 in total current assets
available to pay $1,855,681 in total current liabilities.

The company reported a net loss of $64,851 on revenues of $255,445
for the second quarter ended June 30, 2008, compared with a net
loss of $318,408 on revenues of $12,000 in the same period last
year.  The company commenced limited operations in February 2007
and began full operations in May 2007.

Selling, general and administrative expense amounted to $235,408
in 2008 as compared to $176,690 in the year earlier period.  The
increase is primarily from operating for the full three months in
2008 as compared to only two months of full operations in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2008, are available for
free at http://researcharchives.com/t/s?30f9

                        Going Concern Doubt

At June 30, 2008, the company had negative working capital of
$1,336,067 which includes $1,600,823 in notes payable and the
current portion of long-term debt, and had a deficit in
stockholders' equity of $321,487.  Currently scheduled notes
payable and long-term debt payment requirements for 2008 exceed
the amount that can be expected to be generated from operations.

The company believes these conditions raise substantial doubt
about its ability to continue as a going concern.

                         About Team Nation

Based in Irvine, Calif., Team Nation Holdings Corporation
-- http://www.teamnationholdings.com/-- is a management and
services company specializing in distressed asset acquisition,
fund management, management solutions for title companies and
title production services.  The company leverages its significant
business relationships, experience and high level analytics to
analyze, evaluate, and acquire distressed security instruments,
bonds (including RMBS, CMBS, CDO and CMO), REO and non-performing
notes at significant discounts from illiquid institutions and
banks.  The company also focuses on counter-cyclical growth to
acquire, manage and consult for title, escrow, mortgage, real
estate and REO companies.


TEKNI-PLEX INC: To Sell 10.875% Secured Notes to Avenue Capital
---------------------------------------------------------------
Tekni-Plex, Inc. entered into a note purchase agreement with
Avenue Capital and certain of its affiliates on August 14, 2008.
Pursuant to which Avenue agreed to purchase all of the company's
10.875% Senior Secured Notes due 2012 tendered pursuant to the
tender offer made by the company on June 27, 2008.

The Offer was made pursuant to Section 4.15 of the company's first
lien Indenture, dated as of June 10, 2005, by and among the
company, the guarantors party thereto and HSBC Bank USA, National
Association, as trustee thereto.

Pursuant to the terms of the Offer, Avenue will purchase the
Tendered Notes at 101% of the principal amount of the Tendered
Notes and the company will pay any accrued and unpaid interest on
the Tendered Notes.

As consideration, the company will pay to Avenue a fee equal to
the sum of:

      (i) $2,250,000 and
      (ii) 6.0% of the Purchase Price actually paid by Avenue.

The closing of the Note Purchase Agreement, which is expected to
occur simultaneously with the settlement of the Offer on
August 22, 2008, will enable the company to fulfill its obligation
to purchase the Tendered Notes on the Settlement Date as required
by the Indenture and the Offer.

                     About Tekni-Plex Inc.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex Inc.'s consolidated balance sheet at March 28, 2008,
showed $620.1 million in total assets and $1.05 billion in total
liabilities, resulting in a $427.0 million total stockholders'
deficit.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TIMBER LODGE: Taher Inc. Buys Restaurant Business
-------------------------------------------------
John Vomhof Jr. of St. Paul Business Journal reports that Taher
Inc. has acquired Timber Lodge Steakhouse Inc., which has 10
locations, eight of which are in Minnesota.

According to the report, Taher plans to reopen an Eden Prairie
store and expects the stores to generate a combined $20 million.

The Debtor hired Plymouth-based investment banking firm Quazar
Capital Corp. to seek a buyer for the locations after it exited
bankruptcy last year.  Timber Lodge filed for Chapter 11
bankruptcy protection in June 2006.  At that time, it had 18
locations.

                          About Taher Inc.

Minnetonka-based Taher Inc. has as its founder and CEO Bruce
Taher.  The company provides foodservice management for schools,
senior-housing facilities and corporate cafeterias in 10 states.

                         About Timber Lodge

Timber Lodge was founded in Minnesota in 1991.  It operates
restaurants that specializes in steak and grilled meat dishes.  An
ownership group, T. Lodge Acquisition, acquired the company from
Carpinteria, Calif.-based CKE Restaurants Inc. for $8.8 million in
September 2004.


TOUSA INC: December 31 Balance Sheet Upside-Down by 475,500,000
---------------------------------------------------------------
TOUSA Inc., filed its annual report for the year ended Dec. 31,
2007, on Form 10-K with the U.S. Securities and Exchange
Commission.

Antonio B. Mon, TOUSA's president and chief executive officer,
disclosed that the company's total revenues decreased 12% to
$2,200,000,000 for the year ended Dec. 31, 2007, from
$2,500,000,000 for the year ended Dec. 31, 2006.  He says the
decrease is attributable to a decrease in homebuilding revenues.

TOUSA also incurred a $1,400,000,000 loss from continuing
operations before benefit for income taxes, compared to a
$243,600,000 loss for 2006.

According to Mr. Mon, the loss from continuing operations, net of
taxes, is $1,300,000,000 for the year ended Dec. 31, 2007,
compared to the $200,800,000 loss in 2006.  The company's home
deliveries from continuing operations decreased by 9%,
homebuilding revenues decreased by 12%, and net sales orders from
continuing operations decreased by 21%.

TOUSA's unconsolidated joint ventures decreased in deliveries by
58%, but increased in net sales orders by 79%, as compared to the
year ended Dec. 31, 2006.  The increase in net sales orders
was due to the high cancellation rates by the Transeastern Joint
Venture in the third quarter of 2007, Mr. Mon notes.  Sales
orders at TOUSA's other joint ventures declined by 15% due to
worsening market conditions, decreased demand, and higher
cancellation rates.

In 2007, approximately 3% to 5% of TOUSA's homebuyers utilized
mortgage subsidiary obtained sub-prime loans, including those in
the company's unconsolidated joint ventures.  The significant
disruption in the mortgage markets led to a combination of
reduced investor demand for mortgage loans and mortgage-backed
securities, tighter credit underwriting standards, reduced
mortgage loan liquidity and increased credit risk premiums, Mr.
Mon avers.  These conditions, he continues, affected the
availability of non-conforming mortgage products and negatively
impacted current homebuilding market conditions.  At the end of
the year, approximately 4% to 6% of the backlog that utilized
TOUSA's mortgage subsidiary included homebuyers seeking sub-prime
financing.

A full-text copy of TOUSA 2007 Annual Report on Form 10-K is
available for free at:

http://www.sec.gov/Archives/edgar/data/1046578/000095014408006390/
g14602e10vk.htm

                    TOUSA INC., and Subsidiaries
                      Consolidated Balance Sheet
                        As of December 31, 2007

                                 ASSETS

HOMEBUILDING:
Cash and cash equivalents:
    Unrestricted                                    $67,200,000
    Restricted                                        5,100,000
Inventory:
    Deposits                                         56,900,000
    Homesites and land under development            633,000,000
    Residences completed and under construction     555,900,000
    Inventory not owned                              26,000,000
                                                 --------------
                                                  1,271,800,000

Property and equipment, net                         24,600,000
Investments in unconsolidated joint ventures         9,000,000
Receivables from unconsolidated joint ventures         300,000
Other assets                                       330,000,000
Goodwill                                            11,200,000
Assets held for sale                                 6,100,000
                                                 --------------
                                                  1,725,300,000

FINANCIAL SERVICES:
Cash and cash equivalents:
    Unrestricted                                      9,300,000
    Restricted                                        5,600,000
Mortgage loans held for sale                        15,000,000
Other assets                                         6,800,000
                                                 --------------
                                                     36,700,000
                                                 --------------
Total assets                                    $1,762,000,000
                                                 ==============

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

HOMEBUILDING:
Accounts payable and other liabilities            $401,800,000
Customer deposits                                   33,900,000
Obligations for inventory not owned                 32,000,000
Notes payable                                    1,585,300,000
Bank borrowings                                    168,500,000
Liabilities associated with assets held for sale       900,000
                                                 --------------
                                                  2,222,400,000
FINANCIAL SERVICES:
Accounts payable and other liabilities               7,300,000
Bank borrowings                                      7,800,000
                                                 --------------
                                                     15,100,000
                                                 --------------
Total liabilities                                2,237,500,000

Commitments and contingencies
Stockholders' equity (deficit):
    Preferred stock, at $0.01 par value               3,900,000
    Common stock, at $0.01 par value                    600,000
    Additional paid-in capital                      570,700,000
    Retained earnings (accumulated deficit)      (1,050,700,000)
                                                 --------------
Total stockholders' equity (deficit)              (475,500,000)
                                                 --------------
Total liabilities and stockholders' equity      $1,762,000,000
                                                 ==============


                    TOUSA, INC., and Subsidiaries
                Consolidated Statement of Operations
                For The Year Ended December 31, 2007


HOMEBUILDING:
Revenues:
   Home sales                                   $2,049,400,000
   Land sales                                       109,400,000
                                                 --------------
                                                  2,158,800,000
Cost of sales:
   Home sales                                     1,681,800,000
   Land sales                                       137,400,000
   Inventory impairments and abandonment costs      852,700,000
   Other                                             (5,700,000)
                                                 --------------
                                                  2,666,200,000
                                                 --------------
Gross profit (loss)                               (507,400,000)
                                                 --------------
Selling, general and administrative expenses       362,700,000
Income from unconsolidated joint ventures, net      14,900,000
Impairments of investments in and receivables
    from unconsolidated joint ventures and
    related accrued obligations                     194,100,000
Provision for settlement of loss contingency       151,600,000
Goodwill impairments                                89,700,000
Interest expense                                    31,600,000
Other income, net                                   (2,700,000)
                                                 --------------
Homebuilding pretax income (loss)               (1,349,300,000)

FINANCIAL SERVICES:
Revenues                                            36,500,000
Expenses                                            36,300,000
Goodwill impairment                                  3,900,000
                                                 --------------
Financial Services pretax income (loss)             (3,700,000)
                                                 --------------
Income (loss) from continuing operations
    before income taxes                          (1,353,000,000)
Provision (benefit) for income taxes               (33,300,000)
                                                 --------------
Income (loss) from continuing operations,
    net of taxes                                 (1,319,700,000)
Discontinued operations:
    Income (loss) from discontinued operations      (17,000,000)
    Loss from disposal of discontinued operations   (13,600,000)
    Provision (benefit) for income taxes             (7,800,000)
                                                 --------------
Income (loss) from discontinued operations,
    net of taxes                                    (22,800,000)
                                                 --------------
Net income (loss)                               (1,342,500,000)
                                                 --------------
Dividends and accretion of discount on
    preferred stock                                   4,700,000
                                                 --------------
Net income (loss) available to common
    stockholders                                ($1,347,200,000)
                                                 ==============


                    TOUSA, INC., and Subsidiaries
                Consolidated Statement of Cash Flows
                For The Year Ended December 31, 2007

Cash flows from operating activities:
Net income (loss)                              ($1,342,500,000)
(Income) loss from discontinued operations          22,800,000
                                                 --------------
Income (loss) from continuing operations        (1,319,700,000)
Adjustments to reconcile income (loss) from
continuing operations to net cash used in
operating activities, net of effects of
acquisitions and dispositions:
    Depreciation and amortization                    14,800,000
    Non-cash compensation expense                     4,100,000
    Non-cash interest expense                        19,700,000
    Loss on early termination of debt                 2,000,000
    Provision for settlement of loss contingency    151,600,000
    Inventory impairments and abandonment costs     852,700,000
    Goodwill impairments                             93,600,000
    Deferred income taxes                          (160,600,000)
    Equity in (earnings) losses from
       unconsolidated joint ventures                 14,900,000
    Distributions of earnings from unconsolidated
       joint ventures                                   900,000
    Impairment of investments in/receivables from
       unconsolidated joint ventures and related
       accrued obligations                          194,100,000
Changes in operating assets and liabilities, net
    of effects of acquisitions and dispositions:
    Restricted cash                                  25,600,000
    Inventory                                       (10,600,000)
    Receivables from unconsolidated joint ventures    5,200,000
    Other assets                                     99,000,000
    Mortgage loans held for sale                     26,900,000
    Accounts payable and other liabilities          (63,000,000)
    Customer deposits                               (30,600,000)
                                                 --------------
Net cash used in operating activities              (79,400,000)

Cash flows from investing activities:
Acquisitions, net of cash acquired                  (7,600,000)
Earn-out consideration paid for acquisitions                 -
Net additions to property and equipment             (8,900,000)
Loans to unconsolidated joint ventures                       -
Investments in unconsolidated joint ventures       (31,800,000)
Capital distributions from unconsolidated
    joint ventures                                   14,300,000
                                                   --------------
Net cash used in investing activities              (34,000,000)

Cash flows from financing activities:
Net borrowings from revolving credit facilities    168,500,000
Principal payments on notes payable                 (1,000,000)
Net proceeds from notes offering                             -
Net proceeds from (repayments of) Financial
    Services bank borrowings                        (27,600,000)
Payments for deferred financing costs              (42,600,000)
Net proceeds from sale of common stock                       -
Payments for issuance costs associated with


    convertible preferred stock and stock warrants   (2,900,000)
Excess income tax benefit from exercise of                   -
    stock options
Proceeds from stock option exercises                         -
Dividends paid                                               -
                                                 --------------
Net cash provided by financing activities           94,400,000
                                                 --------------
Net cash provided by (used in)
    continuing operations                           (19,000,000)
Cash flows from discontinued operations:
    Net cash provided by (used in)
       operating activities                         (15,200,000)
    Net cash provided by (used in)
       financing activities                          56,500,000
                                                 --------------
Net cash provided by discontinued operations        41,300,000
                                                 --------------
Increase (decrease) in cash and cash equivalents    22,300,000
Cash and cash equivalents at beginning of year      54,200,000
                                                 --------------
Cash and cash equivalents at end of year           $76,500,000
                                                 ==============

                          About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at Berger
Singerman to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is the Debtors' independent
auditor and tax services provider.  Kurtzman Carson Consultants
LLC
acts as the Debtors' Notice, Claims & Balloting Agent.  The
Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated balance sheet as of Feb. 29, 2008 showed total
assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires Oct. 25, 2008.
(TOUSA Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRIAD GUARANTY: Moody's Withdraws B1 Rating on Financial Strength
-----------------------------------------------------------------
Moody's Investors Service withdrawn the B1 insurance financial
strength rating of Triad Guaranty Insurance Corporation.  Moody's
withdrawn this rating for business reasons.

Triad Guaranty Insurance Corporation is the main insurance
operating company of Triad Guaranty Inc. Triad provides private
mortgage insurance coverage in the United States.  For the six
months ended June 30, 2008, Triad reported a GAAP net loss of
$349 million.  As of June 30, 2008, Triad had shareholders' equity
of $141 million and cash and invested assets of $889 million.


TRONOX INC: Dennis Wanlass Named as Interim Chairman of the Board
-----------------------------------------------------------------
Dennis L. Wanlass has been appointed to the Tronox Incorporated
board of directors, effective Aug. 15, 2008.  In addition, the
board of directors named Wanlass interim chairman and chief
executive officer succeeding Thomas W. Adams, who, at this time,
will continue to serve as a member of the board but no longer
works for the company.

Wanlass joined Tronox in July 2008 as executive vice president of
special projects.  Wanlass has more than 35 years of experience in
management, finance and accounting.  He held leadership positions
at Special Metals Corporation from 2001 to 2008, initially serving
as the chief financial officer, moving to chief operations officer
and eventually becoming the chief executive officer.

From 1988 to 2001, he held executive positions of increasing
responsibility with Geneva Steel LLC, including vice president,
chief financial officer and treasurer.  His experience also
includes 13 years with Eastman Christensen and five years with
KPMG.

                     About Tronox Incorporated

Headquartered in Oklahoma City, Tronox Incorporated (NYSE:TRX) --
http://www.tronox.com/-- is a producer and marketer of titanium
dioxide pigment.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The company's five pigment plants, which are
located in the United States, Australia, Germany and the
Netherlands, supply performance products to approximately 1,100
customers in 100 countries.  In addition, Tronox produces
electrolytic products, including sodium chlorate, electrolytic
manganese dioxide, boron trichloride, elemental boron and lithium
manganese oxide.

At March 31, 2008, the company's consolidated balance sheet showed
$1.74 billion in total assets, $1.29 billion in total liabilities,
and $451.9 million in stockholders' equity.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2008,
Standard & Poor's Ratings Services lowered its ratings on Tronox
Inc., including its corporate credit rating to 'CCC+' from 'B'.
At the same time S&P placed the ratings on CreditWatch with
negative implications.


UNIGENE LABORATORIES: Board Elected Allen Bloom as Lead Director
----------------------------------------------------------------
The Board of Directors of Unigene Laboratories, Inc. elected
Dr. Allen Bloom as lead director on August 14, 2008.  Mr. Bloom
will hold office until the company's 2009 annual meeting of
stockholders.

Dr. Bloom, who has been a director of the company since 1998, will
receive $8,000 additional compensation for serving as lead
director.

Currently Dr. Bloom is a member of the company's Nominating and
Corporate Governance Committee and he chairs the company's Audit
Committee.

                     About Unigene Laboratories

Based in Fairfield, N.J., Unigene Laboratories Inc. (OTC BB: UGNE)
-- http://www.unigene.com/-- is a biopharmaceutical company
focusing on the oral and nasal delivery of large-market peptide
drugs.  Due to the size of the worldwide osteoporosis market,
Unigene is targeting its initial efforts on developing calcitonin
and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

As reported in the Troubled Company Reporter on March 28, 2008,
Grant Thornton, in Edison, N.J., expressed substantial doubt about
Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

The company has incurred annual operating losses since inception
and, as a result, at March 31, 2008, had an accumulated deficit of
$125,106,934.  The company says it needs additional cash from
sales, milestones or upfront payments or from financings in order
to meet its obligations for the next twelve months.


WDS HOLDINGS: Faces Involuntary Chapter 11 Petition
---------------------------------------------------
WDS Holdings Inc. and nine of its affiliates are facing
involuntary Chapter 11 petitions filed in the United States
Bankruptcy Court for the Central District of California.  The
petition was by five creditors including John Hancock Life
Insurance Co., AXA Equitable Life Insurance Co., Metropolitan Life
Insurance Co., New York Life Insurance Co. and Security Life of
Denver Insurance Co., Bloomberg News reports.

Bloomberg says the creditors asserted $155.9 million in claims
against WDS Holding.

Metropolitan Life, John Hancock Life, ING Investment, and New York
Life were listed creditors of the company's affiliate, Woodside
AMR 107 Inc., when it filed for bankruptcy in March 2008,
Bloomberg says.  Woodside AMR listed total assets of $7.3 million
and total debts of $707 million, the report notes.

WDS Holdings Inc. develops real estate.


WEDAFAB INC: Files for Bankruptcy in Pennsylvania
-------------------------------------------------
Beth Murtagh of Pittsburgh Business Times reports that Wedafab
Inc. filed for Chapter 11 bankruptcy protection before the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania (Case
No. 08-25079) on Aug. 1.  The filing came after Enterprise Bank of
Pittsburgh attempted to seize the company's machinery to pay off a
debt, attorney Robert Lampl, Esq., said, according to the report.

"The business is viable," Mr. Lampl said.

Based in Coraopolis, Wedafab Inc., short for "we design and
fabricate anything" manufactures customized display cases for
retailers, ranging from jewelry displays to dressing room benches.
It is a 17-year-old, family-run business.  Its clients include
American Eagle and Rue 21 clothing stores, said Elaine Williams,
office manager and the wife of company President Colin Williams,
according to the report.


WHITEHALL JEWELERS: Michael Hill to Buy 17 Stores for $5,000,000
----------------------------------------------------------------
Michael Hill International has entered into a conditional
agreement to acquire 17 stores in Illinois and Missouri in the
United States from the Chapter 11 bankruptcy of Whitehall Jewelers
Holdings Inc.

The purchase price is approximately USD$5.0 million -- NZD$7.0
million -- and is payable in cash upon settlement which is
anticipated to occur on or before September 9 2008.  This will be
funded from existing bank facilities and cash resources.

The purchase price is attributed primarily to the inventory and
will be set at an amount equal to 80 cents on the dollar on the
cost price of the inventory held at the 17 locations on the
settlement date. The acquisition includes Whitehall\u2019s rights
with respect to store fitouts and leases for all 17 stores and all
other trading assets at those locations.

The agreement is conditional upon receipt of any necessary
regulatory approvals and approval of the transaction by the United
States Bankruptcy Court overseeing the Whitehall Chapter 11 case.
These conditions must be satisfied prior to closing date. At this
stage, it is expected that the necessary court hearing to approve
the transaction for the purpose of US bankruptcy laws will be held
on August 28, 2008. Michael Hill International will take
possession of the stores as soon as possible following the
satisfaction of all relevant conditions.

Michael Hill International considers that it has secured 17 prime
locations that will provide a sound launching pad to the large US
market. The majority of stores are clustered in and around Chicago
with 2 stores in St. Louis, Missouri, which is located at the
southern tip of Illinois. This grouping of stores fits with the
company's historical pattern of building a concentration of stores
in new markets to leverage efficiencies in logistics, marketing
and management supervision.

Michael Hill International views this as a strategic acquisition
to test its retail model in the highly competitive US market,
albeit at a time when the economy is challenging. The company does
not expect these stores to achieve profitability for several years
but believes the opportunity presented by the Whitehall Jewelers
acquisition was one which would enable Michael Hill International
to enter this market on favorable terms.  The short to medium term
focus will be on honing its retail formula for future growth from
this base.

                     About Whitehall Jewelers

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  The company operates
stores in regional and regional shopping malls under the names
Whitehall and Lundstrom.  The Debtors' retail stores operate under
the names Whitehall (271 locations), Lundstrom (24 locations),
Friedman's (56 locations, and Crescent (22 locations).  As of June
23, 2008, the Debtors have about 2,852 workers.

The company and its affiliates, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, represent the Debtors in their restructuring efforts.
Epiq Bankruptcy Solutions LLC acts as their claims, noticing and
balloting agent.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, has appointed
six members to the Official Committee of Unsecured Creditors of
the Debtors' cases.

When the Debtors filed for protection against their creditors,
they listed total assets of total assets of $207,100,000 and total
debts of $185,400,000.


WICKES FURNITURE: Can Access Wells Fargo's $17 Million Facility
---------------------------------------------------------------
Wells Fargo Retail Finance increased from $15 million to
$17 million a postpetition financing for Wickes Furniture Company
Inc. and its debtor-affiliate under a credit facility agreement
dated June 23, 2008.  The facility is composed of a senior
revolving credit loan with a $4 million sublimit for letters of
credit.


Furthermore, the Debtors' professionals allowed fees and expenses
were also increased from $1,847,000 to $2,047,000.

The Hon. Kevin J. Carey of the United Bankruptcy Court for the
District of Delaware approved on Aug. 15, 2008, the agreement
entered between the DIP lender and the Debtors.

The DIP loan will mature by Sept. 8, 2008.

The Debtors prepared a DIP budget forecast from Aug. 9, 2008, to
Sept. 6, 2008.  A full-text copy of the Debtors' DIP budget
forecast is available for free at:

                http://ResearchArchives.com/t/s?30f2

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is a furniture retailers in the
U.S. with 43 retail stores serving greater Chicago, Los Angeles,
Las Vegas, and Portland.  Founded in 1971, Wickes offers
attractive room packages featuring complete living rooms, dining
rooms, bedrooms as well as bedding, home entertainment,
accessories and accent furniture.  Wickes employs over 1,700
employees and offers products from leading furniture and bedding
manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  The
Debtors selected Epiq Bankruptcy Solutions LLC as claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Margaret M. Manning, Esq., at Whiteford Taylor &
Preston in Wilmington, Delaware, represents the Committee in
these cases.  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million
to $100 million.

The Debtors have asked the Court to extend their exclusive plan
filing period until Sept. 1, 2008.


WOODSIDE GROUP: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Debtor-affiliates subject to separate Involuntary Chapter 11
petitions:

       Entity                                   Case No.
       ------                                   --------
Woodside Group, LLC                            08-20682
Pleasant Hill Investments, LC                  08-20686
WDS Holdings, Inc.                             08-20688
BCD 99, LLC                                    08-20690
Woodside 04N, LP                               08-20692
Woodside 04S, LP                               08-20694
Woodside 05N, LP                               08-20699
Woodside 05S, LP                               08-20701
Woodside 06N, LP                               08-20704
Woodside 7N, LP                                08-20706
TBB 03, LLC                                    08-20711
Menifee Woodside, LLC                          08-20714
MHA02, LLC                                     08-20728
Monterey Woodside, LLC                         08-20729
MWG 00, LLC                                    08-20730
MWL 01, LLC                                    08-20734
Woodside Autumn Ridge, LLC                     08-20735
Woodside Glenmere, LLC                         08-20736
Woodside Clarendon Hills, LLC                  08-20737
Woodside Legacy, LLC                           08-20738
Woodside Homes of Southern California, LLC     08-20742
Woodside AMR 91, LLC                           08-20744
Woodside Paseo 5000, LLC                       08-20746
Woodside Paseo 6000, LLC                       08-20748
Woodside Paseo 7200, LLC                       08-20750
Woodside Vista Montana, LLC                    08-20751
Woodside Weston Ranch, LLC                     08-20753
Foxboro 50's, LLC                              08-20754
Foxboro Coventry, LLC                          08-20755
Foxboro Estates, LLC                           08-20756
Foxboro Villages, LLC                          08-20757
Ivywood Interior Design, LLC                   08-20758
Oquirrh Highlands Condominiums, LLC            08-20759
Pleasant Valley Investments, LC                08-20760
Portola Development Company, LC                08-20762
Portola Development, Arizona, LLC              08-20763
Portola Development, Utah, LC                  08-20764
Saratoga Land Development, LLC                 08-20765
Sonora HOA Management, LLC                     08-20766
Sterling 69, LLC                               08-20767
WDS GP, Inc.                                   08-20768
WGP Group, LLC                                 08-20770
Woodside 20/25, LLC                            08-20772
Woodside Aberdeen, LLC                         08-20774
Woodside Allerton, LLC                         08-20775
Woodside Amberly, LLC                          08-20776
Woodside Amelia Lakes, LLC                     08-20777
Woodside Avalon Park, LLC                      08-20778
Woodside Avalon, LLC                           08-20779
Woodside Ballantrae, LLC                       08-20780
Woodside Bella Fresca, Inc.                    08-20782
Woodside Berkeley, LLC                         08-20783
Woodside Blue Water Bay, LLC                   08-20784
Woodside Bridges at Boulder Creek, LLC         08-20785
Woodside Brookstone, LLC                       08-20786
Woodside Buffalo Ridge, LLC                    08-20788
Woodside Cambria, LLC                          08-20789
Woodside Canyon Creek, LLC                     08-20790
Woodside Casa Palermo, LLC                     08-20791
Woodside Castleton, LLC                        08-20792
Woodside Cedar Creek, LLC                      08-20793
Woodside Clearwater, LLC                       08-20794
Woodside Colonial Charles SFD, LLC             08-20795
Woodside Colonial Charles Villas, LLC          08-20796
Woodside Communities - WDC, LLC                08-20797
Woodside Communities of North Florida, LLC     08-20798
Woodside Cortez Heights, LLC                   08-20799
Woodside Daytona Land, LLC                     08-20800
Woodside Eagle Marsh North, LLC                08-20801
Woodside Eagle Marsh South, LLC                08-20802
Woodside Encore at Sunset Ranch, LLC           08-20803
Woodside Exeter South, LLC                     08-20804
Woodside Farmington Hollow Cottages, LLC       08-20805
Woodside Farmington Hollow Estates, LLC        08-20806
Woodside Farmington Meadows, LLC               08-20807
Woodside Fieldstone Ranch, LLC                 08-20808
Woodside Fieldstone, LLC                       08-20809
Woodside Finisterre, LLC                       08-20810
Woodside Foothills Sunrise, LLC                08-20811
Woodside Foothills West, LLC                   08-20812
Woodside Garden Gate, LLC                      08-20813
Woodside Grande Premier, LLC                   08-20814
Woodside Greyhawk, LLC                         08-20815
Woodside Grouse Pointe, LLC                    08-20816
Woodside Hearthstone, LLC                      08-20817
Woodside Heritage Lake 129, Inc.               08-20818
Woodside Heritage Lake 150, Inc.               08-20820
Woodside Heritage Lake 7200, Inc.              08-20821
Woodside Highland Ridge, LLC                   08-20825
Woodside Homes Corporation                     08-20827
Woodside Homes of Arizona, Inc.                08-20830
Woodside Homes of California, Inc.             08-20832
Woodside Homes of Central California, Inc.     08-20834
Woodside Homes of Florida, LLC                 08-20837
Woodside Homes of Fresno, Inc.                 08-20840
Woodside Homes of Minnesota, Inc.              08-20842
Woodside Homes of Nevada, Inc.                 08-20843
Woodside Homes of Northern California, Inc.    08-20844
Woodside Homes of Reno, LLC                    08-20845
Woodside Homes of South Texas, LLC             08-20846
Woodside Homes of Southeast Florida, LLC       08-20847
Woodside Home Sales Corp.                      08-20850
Woodside Hunters Creek, LLC                    08-20852
Woodside Jackrabbit Estates, LLC               08-20855
Woodside Karston Cove, LLC                     08-20861
Woodside Kinder Ranch, LLC                     08-20864
Woodside Knoll Creek, LLC                      08-20866
Woodside Land Holdings, LLC                    08-20868
Woodside Las Colinas, LLC                      08-20869
Woodside Legacy Oaks, LLC                      08-20871
Woodside Madison Colony, LLC                   08-20872
Woodside Magma Ranch, LLC                      08-20874
Woodside Majestic Oaks, LLC                    08-20875
Woodside Meadows of Big Lake, LLC              08-20877
Woodside Menifee 105, Inc.                     08-20879
Woodside Montrose, Inc.                        08-20881
Woodside Murabella, LLC                        08-20882
Woodside North MPLS, LLC                       08-20883
Woodside Northridge, LLC                       08-20885
Woodside Palmilla, LLC                         08-20886
Woodside Palomar, LLC                          08-20893
Woodside Park Paseo, LLC                       08-20895
Woodside Parkview, LLC                         08-20899
Woodside Pebble Creek, LLC                     08-20901
Woodside Preserve at Boulder Creek, LLC        08-20905
Woodside Provence,LLC                          08-20906
Woodside Quail Crossing, LLC                   08-20909
Woodside Rio Vista, LLC                        08-20912
Woodside Riverwalk Preserve, LLC               08-20915
Woodside Rocking Horse, LLC                    08-20916
Woodside Rockwell, LLC                         08-20923
Woodside Rocky Pen, LLC                        08-20927
Woodside Rogers Ranch, LLC                     08-20937

Type of Business: The Debtors are into personalized-driven home
                   building.  Woodside Group, LLC, is based at 39
                   East Eagleridge Drive, Suite 102, North Salt
                   Lake, Utah.  See http://www.woodside-homes.com/

Involuntary Petition Date: August 20, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Petitioner's Counsel: Susy Li, Esq.
                       Bingham
                       355 S Grand Avenue, Suite 4400
                       Los Angeles, CA 90071-3106
                       Tel: (213) 680-6400
                       Fax: (213) 680-6499
                       Email: susy.li@bingham.com

Woodside Group, LLC and debtor-affiliates' petitioners:

    Petitioners                 Nature of Claim      Claim Amount
    -----------                 ---------------      ------------
John Hancock Life Insurance    Noteholder            $51,900,000
Company
197 Clarendon Street C-2
Boston, MA 02117

AXA Equitable Life Insurance   Noteholder            $40,000,000
Company
1290 Avenue of the Americas
New York, NY 10104

Metropolitan Life Insurance    Noteholder            $35,500,000
Company
10 Park Avenue
Morristown, NJ 07962-1902

New York Life Insurance        Noteholder            $18,500,000
Company
51 Madison Avenue
New York, NY 10010

Security Life of Denver        Noteholder            $10,000,000
Insurance Company by
ING Investment Management LLC
  (as agent)
5780 Powers Ferry Road NW
Suite 300
Atlanta, GA 30327-4349


* S&P Sees Mixed Outlook for U.S. Capital Goods Companies
---------------------------------------------------------
Standard & Poor's Ratings Services sees a mixed economic outlook
for U.S. capital goods companies, according to a research report.
The report, "Capital Goods Snapshot: U.S. Companies Look To
Emerging Market Growth To Offset Slow Domestic Growth," notes that
persistent weakness in the U.S., the potential for a spillover
into domestic nonresidential construction, and the beginning of a
European slowdown may overpower growth from emerging markets in
China, Russia, and the Middle East.

"Organic growth remains positive for most companies both
domestically and abroad, but weaker economic fundamentals, rising
costs from inflation, and the tight credit environment may cut
into operating performance," said Standard & Poor's credit analyst
Dan Picciotto. Still, most companies haven't been hit very hard to
this point.

The report takes a look how a dozen major U.S. capital goods
companies have fared during the past quarter. It also discusses
what Standard & Poor's is scrutinizing most closely in its
analysis of these companies.


* S&P Junks Rating on 5 Classes Related to Prime Jumbo RMBS Deals
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of mortgage pass-through certificates from two U.S. prime
jumbo residential mortgage-backed securities (RMBS) transactions.
At the same time, S&P lowered its ratings on eight classes from
five HarborView Mortgage Loan Trust transactions. Lastly, S&P
affirmed its ratings on 100 other classes from these and other
U.S. prime jumbo RMBS transactions.

The raised ratings reflect increases in the actual and projected
credit support percentages of the upgraded classes. The higher
credit support percentages stem from the shifting interest
structure of the transactions, the significant paydown of the
collateral pool, and relatively low delinquencies and losses.
Total delinquencies for these deals range from 0.37% (Cendant
Mortgage Capital LLC's series 2003-1) to 2.05% (HarborView
Mortgage Loan Trust 2003-1) of the current pool balances.

The lowered ratings reflect the deterioration of available credit
support provided by the senior-subordinate structure of the
transactions. Over the past six months, most of these transactions
have experienced spikes in the dollar amount of loans in their
delinquency pipelines, while realized losses have remained
moderate to low.

The affirmations are based on credit support percentages that are
sufficient to support the ratings at their current levels.
Subordination provides credit enhancement for the affected
transactions.

The collateral backing the certificates originally consisted of
15- to 30-year prime fixed- and adjustable-rate mortgage loans
secured by one- to four-family residential properties.

RATINGS RAISED

Cendant Mortgage Capital LLC
Series 2003-1

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-2        15132ECT3     AA             AA-
  B-3        15132ECU0     A-             BBB+
  B-4        15132ECW6     BB+            BB

HarborView Mortgage Loan Trust 2003-1
Series 2003-1

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-2        41161PBQ5     AA-            A+
  B-3        41161PBR3     A-             BBB+

RATINGS LOWERED

HarborView Mortgage Loan Trust 2003-3
Series 2003-3

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-4        41161PCU5     B              BB
  B-5        41161PCV3     CCC            B

HarborView Mortgage Loan Trust 2004-5
Series 2004-5

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B5         41161PFG3     CCC            B

HarborView Mortgage Loan Trust 2004-6
Series 2004-6

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-4        41161PGA5     B              BB
  B-5        41161PGB3     CCC            B

HarborView Mortgage Loan Trust 2004-7
Series 2004-7

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-4        41161PGU1     B              BB
  B-5        41161PGV9     CCC            B

HarborView Mortgage Loan Trust 2004-8
Series 2004-8

                               Rating
  Class      CUSIP         To             From
  -----      -----         --             ----
  B-5        41161PHM8     CCC            B

RATINGS AFFIRMED

Cendant Mortgage Capital LLC
Series 2002-1

  Class      CUSIP         Rating
  -----      -----         ------
  A-4        15131GMF8     AAA
  P          15131GMH4     AAA
  X          15131GMJ0     AAA
  B-1        15131GML5     AAA
  B-2        15131GMM3     AAA
  B-3        15131GMN1     AAA

Cendant Mortgage Capital LLC
Series 2003-1

  Class      CUSIP         Rating
  -----      -----         ------
  A-1        15132ECE6     AAA
  A-3        15132ECG1     AAA
  A-4        15132ECH9     AAA
  A-5        15132ECJ5     AAA
  A-8        15132ECM8     AAA
  A-9        15132ECN6     AAA
  A-10       15132ECP1     AAA
  P          15132ECQ9     AAA
  X          15132ECR7     AAA
  B-1        15132ECS5     AA+
  B-5        15132ECX4     B

HarborView Mortgage Loan Trust 2003-1
Series 2003-1

  Class      CUSIP         Rating
  -----      -----         ------
  A          41161PBM4     AAA
  B-1        41161PBP7     AA+
  B-4        41161PBS1     BB+
  B-5        41161PBT9     B

HarborView Mortgage Loan Trust 2003-2
Series 2003-2

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PBV4     AAA
  2-A-1      41161PBX0     AAA
  2-X        41161PBZ5     AAA
  2-A-2      41161PBY8     AAA
  3-A        41161PCB7     AAA
  B-1        41161PCD3     AA
  B-2        41161PCE1     A
  B-3        41161PCF8     BBB
  B-4        41161PCG6     BB
  B-5        41161PCH4     B

HarborView Mortgage Loan Trust 2003-3
Series 2003-3

  Class      CUSIP         Rating
  -----      -----         ------
  1A-1       41161PCK7     AAA
  2A-1       41161PCL5     AAA
  2A-2       41161PCM3     AAA
  2A-3       41161PCN1     AAA
  A-X        41161PCP6     AAA
  B-1        41161PCR2     AA+
  B-2        41161PCS0     A
  B-3        41161PCT8     BBB

HarborView Mortgage Loan Trust 2004-1
Series 2004-1

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PCX9     AAA
  2-A        41161PCY7     AAA
  3-A        41161PCZ4     AAA
  4-A        41161PDA8     AAA
  X          41161PDB6     AAA
  B-1        41161PDD2     AA
  B-2        41161PDE0     A
  B-3        41161PDF7     BBB
  B-4        41161PDG5     BB
  B-5        41161PDH3     B

HarborView Mortgage Loan Trust 2004-3
Series 2004-3

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PEC3     AAA
  2-A        41161PED1     AAA
  B-1        41161PEF6     AA
  B-2        41161PEG4     A
  B-3        41161PEH2     BBB
  B-4        41161PEJ8     BB
  B-5        41161PEK5     B

HarborView Mortgage Loan Trust 2004-5
Series 2004-5

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PER0     AAA
  2-A-4      41161PEV1     AAA
  2-A-5      41161PEW9     AAA
  2-A-6      41161PEX7     AAA
  3-A        41161PEZ2     AAA
  B1         41161PFC2     AA
  B2         41161PFD0     A
  B3         41161PFE8     BBB
  B4         41161PFF5     BB

HarborView Mortgage Loan Trust 2004-6
Series 2004-6

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PFP3     AAA
  2-A        41161PFQ1     AAA
  3-A-1      41161PFR9     AAA
  3-A-2A     41161PFS7     AAA
  3-A-2B     41161PFT5     AAA
  4-A        41161PFU2     AAA
  5-A        41161PFV0     AAA
  B-1        41161PFX6     AA
  B-2        41161PFY4     A
  B-3        41161PFZ1     BBB

HarborView Mortgage Loan Trust 2004-7
Series 2004-7

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PGF4     AAA
  2-A-1      41161PGG2     AAA
  2-A-2      41161PGH0     AAA
  2-A-3      41161PGJ6     AAA
  3-A-1      41161PGK3     AAA
  3-A-2      41161PGL1     AAA
  4-A        41161PGM9     AAA
  X-1        41161PGN7     AAA
  X-2        41161PGP2     AAA
  B-1        41161PGR8     AA+
  B-2        41161PGS6     A
  B-3        41161PGT4     BBB

HarborView Mortgage Loan Trust 2004-8
Series 2004-8

  Class      CUSIP         Rating
  -----      -----         ------
  1-A        41161PGY3     AAA
  2-A1       41161PGZ0     AAA
  2-A2       41161PHA4     AAA
  2-A3       41161PHB2     AAA
  2-A4A      41161PHC0     AAA
  2-A4B      41161PHD8     AAA
  3-A1       41161PHE6     AAA
  3-A2       41161PHF3     AAA
  X          41161PHQ9     AAA
  B-1        41161PHH9     AA+
  B-2        41161PHJ5     A+
  B-3        41161PHK2     BBB+
  B-4        41161PHL0     BB


* S&P Cuts Ratings on 453 U.S. Subprime RMBS Classes
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 453
classes from 112 U.S. residential mortgage-backed securities
(RMBS) transactions backed by U.S. first-lien subprime mortgage
collateral rated between January 2006 and June 2007. Additionally,
S&P placed its ratings on 2,570 classes from 342 U.S. subprime
RMBS transactions on CreditWatch with negative implications.
Lastly, S&P affirmed its ratings on 1,914 classes from 239 U.S.
subprime RMBS
transactions, and concurrently removed S&P's ratings on 76 classes
from CreditWatch negative.

"The downgraded classes represent an original par amount of
approximately $14.8 billion, or approximately 2% of the par amount
of U.S. RMBS backed by first-lien subprime mortgage loans rated by
Standard & Poor's between January 2006 and June 2007. We have
taken previous rating actions on approximately $3.3 billion of the
total amount of affected securities. In addition, the classes with
ratings placed on CreditWatch represent an original par amount of
approximately $309 billion. Lastly, the classes with affirmed
ratings represent an original par amount of $164.3 billion of
subprime RMBS certificates issued from January 2006 to June 2007,"
S&P says.

The complete rating list, "U.S. Subprime RMBS Classes Affected By
Aug. 19, 2008, Rating Actions," is available on RatingsDirect, the
real-time Web-based source for Standard & Poor's credit ratings,
research, and risk analysis, at http://www.ratingsdirect.com/ The
list is also on http://www.spviews.com/Standard & Poor's special
Web site for subprime and related mortgage matters.

"Today's rating actions reflect an increase in our loss severity
and default assumptions, as outlined in "Standard & Poor's Revises
U.S. Subprime, Prime, And Alternative-A RMBS Loss Assumptions,"
published on July 30, 2008, as well as a significant increase in
delinquencies and defaults. We recently raised our loss severity
assumptions for 2006 and first-half of 2007 transactions to 50%
from 45%. The revised assumptions are based on our belief that
continued foreclosures, distressed sales, higher carrying costs
for properties in inventory, costs associated with foreclosures,
and further declines in home sales will likely depress prices
further and push loss severities higher than we had previously
assumed," S&P says.

"There has been a persistent rise in the level of delinquencies
among the subprime mortgage loans supporting these transactions.
As of the July 2008 distribution, severely delinquent loans (90-
plus days, foreclosures, and REOs) accounted for approximately
30.27% of the 2006 transactions and approximately 22.82% of the
transactions from the first half of 2007. Based on the delinquency
trends, loan-level risk characteristics, and continuing
deterioration in the macroeconomic outlook, we have increased our
lifetime loss projections to 23% from 19% for transactions issued
in 2006 and to 27% from 23% for transactions issued in the first
half of 2007.

"The downgrades affected approximately 25% of the transactions
rated between January 2006 and June 2007, while the CreditWatch
placements affected approximately 55% of the transactions rated
during the same period of time. The downgrades affected
certificates that were originally rated 'AA+' or lower, while the
CreditWatch placements affected transactions that had at least one
'AAA' class affected. Since 'AAA' certificates can have different
payment priorities, Standard & Poor's evaluates the
creditworthiness of each class under three constant prepayment
rate (CPR) scenarios. Because the analysis focuses on each
individual class with varying maturities, prepayment scenarios may
cause an individual class to prepay in full before it incurs the
entire loss projection. Since we believe it is unlikely that
subordinate certificates will prepay in full before the entire
loss projection is realized, we took negative rating actions at
this time. Beginning today and continuing throughout the next few
weeks, Standard & Poor's will be simulating CPR scenarios to
assess the creditworthiness of each class with a rating that we
placed on CreditWatch. As a result of poor collateral performance
and the revision in our projected losses, it is possible that we
may lower many of the ratings that we placed on CreditWatch."


* S&P Revises Projected Losses for 2006, 2007 Subprime RMBS
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its projected losses
for U.S. residential mortgage-backed securities (RMBS)
transactions backed by subprime mortgage collateral issued between
January 2006 and June 2007.

The complete list of transaction-specific projected losses is
included in "Projected Losses For U.S. Subprime RMBS Issued
Between January 2006 And June 2007."

Given S&P's continued pessimistic outlook for the U.S. housing
market, increased delinquencies and defaults, as well as the
buildup of residential inventory, Standard & Poor's is projecting
that subprime transactions issued in 2006 will experience
cumulative losses ranging from 21% to 25%, and transactions issued
in the first half of 2007 will experience cumulative losses
ranging from 25% to 29%.

"Our default curve for U.S. subprime RMBS is a key component of
our loss projection analysis of U.S. RMBS transactions, which is
discussed in "Standard & Poor's Revised Default And Loss Curves
For U.S. Subprime RMBS," published Oct. 19, 2007. With the recent
continued deterioration in U.S. RMBS performance, however, we are
adjusting our loss curve forecasting methodology to more
explicitly incorporate each transaction's current delinquency
(including 60- and 90-day delinquencies), default, and loss
trends. Some transactions are experiencing foreclosures and
delinquencies at rates greater than our initial projections. We
believe that adjusting our projected losses, which we derived from
our default curve analysis, is appropriate in cases where the
amount of current delinquencies indicates a different timing or
level of loss. In addition, we recently revised our loss severity
assumption for transactions issued in 2006 and the first half of
2007 as described in 'Standard & Poor's Revises U.S. Subprime,
Prime, And Alternative-A RMBS Loss Assumptions,' published
July 30, 2008. We based the revised assumption on our belief that
continued foreclosures, distressed sales, increased carrying
costs, and a further decline in home sales will continue to
depress prices and push loss severities higher than we previously
assumed," S&P says.


* BOOK REVIEW: Bailout: An Insider's Account
                         of Bank Failures and Rescues
----------------------------------------------------
Author: Irvine H. Sprague
Publisher:  Beard Books
Hardcover:  312 pages
List Price: US$34.95

Own your personal copy at
http://amazon.com/exec/obidos/ASIN/1587980177/internetbankrupt

During the high interest times of the 1970s and 1980s, banks and
savings and loan associations were under heavy financial pressure.
Hundreds of them failed.

The Home Loan Bank Board permitted the savings and loan
associations to treat goodwill as capital, thereby allowing them
to remain open and to build up enormous losses that eventually
cost the taxpayers billions of dollars.

The Federal Deposit Insurance Corporation took a different
approach.  It closed the banks or sold them, all at no cost to
taxpayers.

Bailout is the engrossing story of how the FDIC handled four of
these failures.

                              *********

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.  Sheryl Joy P. Olano, 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 ***