TCR_Public/080904.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, September 4, 2008, Vol. 12, No. 211

                             Headlines

ALLIED HOLDING: 11th Cir. Junks Appeal on Plan Confirmation
ALOHA AIRLINES: GMAC Balks at Imperial Capital's $1.3 Mil. Fee
AMNEX: Court Approves Disclosure Statement
ASARCO LLC: Court Finds Grupo Mexico, AMC Guilty of Fraud
ASARCO LLC: Grupo Mexico to Appeal District Court Ruling

ATHERTON-NEWPORT: Voluntary Chapter 11 Case Summary
ATLANTIS PLASTICS: Stalking Horse Bidders Named for Oct. 2 Sale
ATLANTIS PLASTICS: Gets OK to Tap GE's $26.5 Million DIP Fund
AZALEA GARDENS: Voluntary Chapter 11 Case Summary
BARRINGTON BROADCASTING: S&P Rates Corporate Credit to 'B-'

BAUGHER CHEVROLET: Court Approves Use of Cash Collateral
BDB MANAGEMENT: Ch. 11 Trustee Wants Pachulski as Counsel
BEAR STEARNS: Moody's Cuts Ratings on 142 Tranches of ARM Deals
BUFFETS HOLDINGS: Unit Files for Chapter 11 in Delaware
BURGER KING: S&P Affirms 'BB-' Ratings on Good Performance

CADENCE INNOVATION: U.S. Trustee Sets Sept 8 Meeting to Form Panel
CBRL GROUP: Moody's Pares Sr. Secured Ratings to Ba2
COMMISSARY OPERATIONS: Dismissed Employees to Get Gov't Aid
CUPERTINO SQUARE: Files for Bankruptcy to Stave Off Foreclosure
CUPERTINO SQUARE: Voluntary Chapter 11 Case Summary

CUPERTINO SQUARE: Section 341(a) Meeting Slated for October 8
DELPHI CORP: Reaches Agreement with Panel & WTC to Stay Process
DELPHI CORP: In Talks to Modify Bankruptcy Exit Plan
DURA AUTOMOTIVE: SEC Filing Reveals CEO Compensation Package
FAIR OAKS: Case Summary & Three Largest Unsecured Creditors

FIRSTLIGHT POWER: Suez Pact Cues S&P to Put Ratings on Watch
FORD MOTOR: Names Stephen Odell as Volvo Car's President and CEO
FORD MOTOR: Michigan Plant Gets $75MM Infusion to Build Small Cars
FORT POINT: Collateral Slide Cues Fitch to Junk Four Note Ratings
FORT POINT: Fitch Slashes 'A' Rating to 'CCC' on $60 Million Notes

GALLAHANS OF FREDERICKSBURG: Fails to Meet Goals; Will Close
GENERAL MOTORS: Offering Retirement Incentives to Workers
GSC ABS: Fitch Junks Ratings on Three Classes of Notes
HIGHGATE LTC: Court Approves Asset Sale to Oasis HC for $22 Mil.
HSPI DIVERSIFIED: Moody's Further Junks Ratings on Senior Notes

INOVA TECHNOLOGY: Malone & Bailey Expresses Going Concern Doubt
INTEGRATED MEDIA: March 31 Balance Sheet Upside-Down by $10.4 MM
INTERSTATE BAKERIES: In Final Stages of Negotiating Ch. 11 Plan
JOHN HURLEY: Case Summary & 20 Largest Unsecured Creditors
KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

KENT FUNDING: Moody's Further Junks Ratings on Three Senior Notes
KRIS INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
LANDSOURCE COMMUNITIES: Sec. 341 Meeting Rescheduled to Sept. 9
LEHMAN BROTHERS: KDB Proposes to Acquire 25% Stake, Report Says
LE JARDIN: Files for Chapter 11 Bankruptcy in Georgia

L.I.D. LTD: U.S. Trustee Wants Counsel's Compensation Held Back
LINEAR TECHNOLOGY: June 29 Balance Sheet Upside-Down by $433.9MM
LINENS N THINGS: Wants Exclusive Period to File Plan to Nov. 28
LINENS N THINGS: Court OKs Closure of 11 Stores Instead of 28
LINENS N THINGS: Court Extends Deadline to Remove Civil Actions

LINENS N THINGS: Court Approves $20MM Severance Plan
LINENS 'N THINGS: To Close Surprise Bedding & Housewares Store
LONGHORN CDO: Moody's Rates $11 Million Secured Notes at Caa1
MICHAEL EDWARDS: Case Summary & 20 Largest Unsecured Creditors
MIDWEST AIR: Has Fallen Behind Payments for Airport Gate Space

NATIONAL R.V.: Files Joint Chapter 11 Plan & Disclosure Statement
NETEFFECT INC: U.S. Trustee Sets Sept. 8 Organizational Meeting
NETWOLVES CORPORATION: Court Confirms Third Amended Plan
NEW LIFE OF PERRY: Case Summary & 20 Largest Unsecured Creditors
NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3

NICHOLAS-APPLEGATE: S&P Cuts Low-B Ratings on 2 Class Notes to CCC
NORMA CDO: Fitch Cuts Ratings on Eight Classes of Notes to 'C/DR6'
NORTH OAKLAND: Will Be Sold to Oakland Physicians Medical
OPEN DOOR: Voluntary Chapter 11 Case Summary
OSPRAIE MANEGMENT: To Shut Down Hedge Fund Due to Losses

PHOENIX CDO: Moody's Further Junks Ratings on $61 Million Notes
PIERRE FOODS: Sued by J.M. Smucker for Infringing Food Trademark
PIERRE FOODS: Court Okays Richards Layton as Bankruptcy Co-Counsel
PIERRE FOODS: Hires Alvarez & Marsal as Restructuring Consultants
POINT PLEASANT: Moody's Further Junks Ratings on Three Notes

PORTOLA PACKAGING: U.S. Trustee Sets Sept. 8 Org. Meeting
PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca
QUAKER FABRIC: Court Confirms Joint Liquidating Plan
QUANTA SERVICES: S&P Withdraws 'BB' Rating on Corporate Credit
REFCO INC: Allied World to Resume Payment of Grant's Defense Costs

REFCO INC: Trustee Fights Motions to Dismiss Fraud Lawsuit
RIVER ROCK: Commences Cash Tender Offer for 9-3/4% Senior Notes
SABABA GROUP: To Auction Off Assets; Omni Is Lead Bidder
SAGECREST FINANCIAL: Unit Owes Deutsche Bank More than $100MM
SEACOAST COMMUNITIES: Files for Chapter 11 to Avoid Foreclosure

SEA CONTAINERS: PBGC Says Disclosure Statement Lacks Information
SEA CONTAINERS: Recovery Under Chapter 11 Plan Beats Liquidation
SEA CONTAINERS: PBGC & SPCP Objects to Disclosure Statement
SEA CONTAINERS: Balks at $500 Million Securities Fraud Claim
SEA CONTAINERS: Files Notice of Bermuda Scheme of Arrangement

SEMGROUP LP: Seeks Court Approval to Reject Contracts
SEQUOIA COMM: Sells Asset to Clinica for $8.27MM; Gets $2MM Loan
SHEAFE HARBOR: Owner Turns Up with $190,000 Bid at Auction
SHELLS SEAFOOD: Blames Bankruptcy Filing on Economic Collapse
SILICON GRAPHICS: June 27 Balance Sheet Upside-Down by $56.4MM

SHARPER IMAGE: Vornado Air Slams $1 Million Legal Fee Requests
SOLUTIA INC: Addresses "Last Few" Bankruptcy Claims
SONORAN ENERGY: UHY LLP Expresses Going Concern Doubt
SOUTH COAST: Fitch Cuts 'BBB' Rating on $193 Mil. Notes to 'CCC'
STRAITS GLOBAL: Poor Collateral Prompts Fitch to Downgrade Ratings

ST. STEPHEN: Petition Calls for Durham Cathedral to Take Control
STEVE & BARRY'S: Creditors Balk at $5 Mil. Payout to Founders
SUNRISE ENERGY: $2.1MM Working Capital Deficit Cues GLO Doubt
TERRAPIN INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
TERWIN ASSET: Collateral for $55MM Debt to be Auctioned Sept. 8

TERWIN EMPLOYEES: Collateral for $55MM Debt for Auction Sept. 8
THORNBURG MORTGAGE: Further Extends Exchange Offer Until Sept. 9
TRICOM SA: Court Denies Summary Judgment Motion
TRICOM SA: Produce Special Committee Report, Says Court Ruling
TROPICANA ENT: Board Taps Paul Hastings as Litigation Counsel

TROPICANA ENT: Court Appoints WHS as Professional Fees Auditor
TROPICANA ENT: Wants to Broaden Employment Scope of Ernst & Young
US AIRWAYS: PBGC Asks Court to Thrash 2 Claims by Retired Pilots
US FARMS: June 30 Balance Sheet Upside-Down by $2,300,627
VALLEJO CITY: Loses More Police Officers as Crime Grows Rampant

VICORP RESTAURANTS: Roster's, Bakers Square Outlets Closed
VISION REAL: Voluntary Chapter 11 Case Summary
WESTAFF INC: Banks Waive Covenant Default Until September 30
WESTERN NONWOVENS: Sells Manufacturing Plant to HarVest
WHATELY CDO: Fitch Lowers 'BB+' Rating on $27 Mil. Notes to 'CCC'

WHITEHALL JEWELLERS: May Use Up to $80MM DIP Fund Until Sept. 23
WICKES FURNITURE: Wants Until November 30 to File Chapter 11 Plan
WHITEHALL JEWELERS: Court Okays Sale of Stores to Michael Hill
WOODSIDE GROUP: To File for Bankruptcy by Sept. 16
XIOM CORP: June 30 Balance Sheet Upside-Down by $427,982

* S&P Puts Ratings on 169 ABS Classes on Watch Negative

* Arizona Discloses List of Homebuilders in Financial Trouble

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ALLIED HOLDING: 11th Cir. Junks Appeal on Plan Confirmation
-----------------------------------------------------------
Bankruptcy Law360 reports that two private equity shareholders of
Allied Holding Inc. lost their fight to stay the implementation of
the company's Chapter 11 reorganization plan.

According to Bankruptcy Law360, the U.S. Court of Appeals for the
Eleventh Circuit last week upheld the ruling of a federal court
that found that granting the shareholders' request would be unfair
to other investors.

On October 19, 2007, Virtus Capital LP and Hawk Opportunity Fund,
L.P., took an appeal to the Eleventh Circuit from an opinion and
order by the U.S. District Court for the Northern District of
Georgia granting Allied Holdings' motion to dismiss as moot the
appeals filed by Virtus Capital and Hawk Opportunity Fund from
certain orders by the U.S. Bankruptcy Court for the Northern
District of Georgia:

   (1) approving a settlement agreement between the Debtors and
       majority of its shareholders;

   (2) approving the plan of reorganization;

   (3) approving an asset purchase and financing proposal
       designed to assist the Debtors in its exit from bankruptcy
       as a viable entity; and

   (4) denying Virtus and Hawk's request to continue the hearing
       date for considering the plan of reorganization.

District Court Judge William S. Duffy, Jr., held that Virtus and
Hawk did not contest the mootness of their appeals of the orders
approving the Settlement Agreement and the Rig Financing, or
denying the continuance.  They contested the mootness of their
appeal of the May 18, 2007, Order approving the Second Amended
Joint Reorganizational Plan.

Judge Duffey held that although many of the parties had notice of
the appeals, Virtus and Hawk did not seek a stay for nearly a
month.  When they finally did, the Bankruptcy Court held that the
Plan should go forward and that the appeals were unlikely to
succeed on the merits.

"[A]t this point the Court cannot grant relief without materially
impacting the transactions that have already occurred and the
Plan's future liability," Judge Duffey said.  "The fact that many
of the concerned parties knew that appeals were pending does not
change this conclusion," he added.

"The parties in this proceeding and the third parties have relied
on the Confirmation Order to implement the Plan.  Promises, cash,
and securities have changed hands in a manner that simply cannot
be undone and certainly cannot be done fairly," Judge Duffey said.  
"Despite the fact that many of the potentially affected parties
were aware of the appeals, their conduct in reliance on the
Confirmation Order was not subject to a stay."

                      About Allied Holdings

Based in Decatur, Georgia, Allied Holdings Inc. (AMEX: AHI, other
OTC: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its          
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provided the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provided financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.  

On May 11, 2007, the Court confirmed Allied's Second Amended
Chapter 11 Plan of Reorganization.  Allied emerged from
bankruptcy on May 29, 2007.  (Allied Holdings Bankruptcy
News, Issue No. 67; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000)          

                          *     *     *

As of April 30, 2007, Allied Holdings Inc.'s consolidated balance
sheet showed $217,379,000 in total stockholders' deficit resulting
from total assets of $309,931,000 and total liabilities of         
$527,310,000.


ALOHA AIRLINES: GMAC Balks at Imperial Capital's $1.3 Mil. Fee
--------------------------------------------------------------
Bankruptcy Law 360 reports that GMAC Commercial Finance LLC is
back to protesting more of the professional fees that have been
requested in Aloha Airlines Inc.'s Chapter 7 case.  This time, the
report says, GMAC is opposing a $1.3 million bid presented by
Imperial Capital.

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are  
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

Aloha filed for Chapter 11 protection on Dec. 30, 2004 (Bankr. D.
Hawaii Case No. 04-03063), and emerged from Chapter 11 bankruptcy
protection in February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors was represented by
Sonnenschein Nath & Rosenthal LLP and Bronster Hoshibata, A Law
Corporation.  The Debtors' schedules reflected total assets of
$74,600,000 against total liabilities of $197,100,000.

On April 29, 2008, the Court converted the Debtors' cases into
chapter 7 liquidation proceedings.  The next day, the U.S. Trustee
appointed Dane S. Field to serve as chapter 7 trustee for the
cases.  James Wagner, Esq., at Wagner Choi & Verbrugge, represents
Mr. Field.


AMNEX: Court Approves Disclosure Statement
------------------------------------------
According to Bankruptcy Data, the U.S. Bankruptcy Court has
approved AMNEX's Disclosure Statement explaining the company's
Plan of Liquidation.  

Bankruptcy Data relates that the Plan provides for the liquidation
and conversion of all of the Debtor's assets to cash and the
distribution of the proceeds, net of fees, and expenses to holders
of claims in accordance with their relative priority.  Generally,
unsecured creditors will be paid a pro rata share of their claims
while holders of equity interests won't receive distribution, the
report says.  

The Court set a hearing for Nov. 5, 2008, to consider confirming
the Plan, Bankruptcy Data states.

AMNEX, Inc. and American Network Exchange, Inc., dba AMNEX, aka
AMNEX Acquisition Corp., filed for chapter 11 protection on May 5,
1999 (Bankr. S.D.N.Y. Case Nos. 99-21110 and 99-21111).  On
May 19, 1999, the cases where transferred to Manhattan from White
Plains and consolidated the cases under Case No. 09-43019.

On May 10, 1999, a subsidiary, Crescent Public Communications,
Inc. also filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 99-10183).  Crescent's case however wasn't consolidated with
AMNEX's.

Attorneys at Traiger & Hinckley LLP, Rosenman & Colin, LLP, and
Otterbourg, Steindler, Houston & Rosen, represent the Debtors.  
Ravin, Sarasohn, Cook, Baumgarten, Fisch & Rosen, P.C.,
represented the Official Committee of Unsecured Creditors.  On
April 27, 2000, the Court approved Lowenstein Sandler, P.C., as
substitute counsel.


ASARCO LLC: Court Finds Grupo Mexico, AMC Guilty of Fraud
---------------------------------------------------------
Judge Andrew Hanen of the U.S. District Court for the Southern
District of Texas found ASARCO LLC's parent companies, Americas
Mining Corporation and Grupo Mexico, S.A.B. de C.V., guilty of
intentionally defrauding ASARCO LLC and its creditors when they
transferred ASARCO's 54.18% ownership interest in Southern Peru
Copper Corporation, now known as Southern Copper Corporation.

Judge Hanen, in a 190-page opinion, said AMC and Grupo were aware
that the transaction, as it was structured, would leave ASARCO
with less cash and less ability to pay its creditors.  The
transaction, Judge Hanen noted, was structured in a way that
benefited AMC and Grupo and other "key creditors" -- those
creditors who needed to be paid to close the transaction -- but
evidence, he said, did not show that AMC and Grupo targeted any
specific creditors that it wanted to hinder, delay, or defraud.

The District Court found that the transfer was a legitimate means
by which to restructure ASARCO, thus Judge Hanen denied ASARCO's
constructive fraudulent transfer claim, saying that ASARCO
received reasonably equivalent value for its SPCC Stake.

The District Court ruled that the transfer was not actuated with
"actual malice."  AMC and Grupo's decision to close the
transaction despite knowing that the transaction would leave
ASARCO deeper into debt can be best characterized as apathy or
indifference, not malice or wantonness, Judge Hanen said.    

Judge Hanen noted from the evidence and testimonies presented
during the trial in mid-May 2008 that ASARCO was "insolvent" at
the time of the transfer, which was completed on March 31, 2003.  
He noted that ASARCO's reasonable projected cash flows made by
competent experts prior to the transaction indicated there were
insufficient operating funds to meet the company's capital needs.  
He also noted that ASARCO was unable to pay its debts prior to
the transaction and had extensive "hold lists" during that time.  
He cited that from 2001 until the day of the transfer, ASARCO was
unable to make any payments to AMC on the $41,750,000
intercompany loan provided by the Larrea family through AMC.  
Likewise, he noted that there are numerous creditors in ASARCO's
bankruptcy case who filed proofs of claim based on non-payment of
debts incurred prior to March 31, 2003.

The structure of the transaction demonstrates that AMC and Grupo
and the "inside" directors did not engage in fair dealing with
ASARCO's creditors, and that the directors breached their
fiduciary duties to ASARCO and all of its creditors, Judge Hanen
ruled.  AMC and Grupo and the inside directors forced the closing
of the transaction at a time when ASARCO was insolvent and
suffering from a severe liquidity crisis.  The key terms of the
transaction was negotiated with the U.S. Department of Justice,
which had numerous environmental claims against ASARCO, but did
not include other unsecured creditors of ASARCO.  Also, Judge
Hanen noted that the transaction closed despite the disapproval
and resignation of the two only independent directors on ASARCO's
board of directors.

Judge Hanen ruled that the damages ASARCO suffered as a result of
the transaction was a "proximate result of conspiracy between AMC
and the ASARCO directors.

"AMC/Grupo concealed and manipulated information, broke promises,
and ultimately closed the transfer of the SPCC stocks over the
objections and contrary to the advice of the independent
directors, Ernst & Young, Squire Sanders, and members of ASARCO's
management," Judge Hanen said.

The District Court, however, said that AMC and Grupo, as parent
corporations, do not owe fiduciary duties to ASARCO or its
creditors.

            ASARCO Received "Reasonably Equivalent"
                   Value for its SPCC Stake

Judge Hanen found that the $727,790,000 ASARCO received for its
SPCC Stake was not "unreasonably less" than the value of the SPCC
shares during the time the transaction was completed on March 31,
2003.  On the day the transfer closed, SPCC's price per share was
$14.60.  ASARCO and SPHC transferred 43,348,949 shares to AMC on
that day, valuing the stocks at $632,984,655.

Taking into consideration several stock pricing methodologies,
the Court said ASARCO's stake in SPCC at that time would be worth
between $811,400,000 and $853,000,000.

Although the difference in price is at least $83,000,000, ASARCO
received 85% to 90% of the value of the SPCC stock.  Judge Hanen
said "the law does not demand that a plaintiff receive an amount
equal to the fair market value of the asset it transfers; the
consideration must only be reasonably equivalent."

As of September 3, 2008, SCC shares are trading at $24.69 per
share.  As of July 31, 2008, there were outstanding 883,410,150
shares of SCC common stock.  According to Bloomberg News, the
disputed shares would be worth $6.64 billion on the last closing
price.  The Olympian said the disputed shares could be valued
between $8 billion to $10 billion.

               No Ruling on Punitive Damages Issue

Judge Hanen deferred ruling on the punitive damages issue and
directed the parties to file any additional briefing they find
necessary on the issues of damages, including kinds and amounts,
and the propriety and amount of attorney's fees and costs.  The
briefs are due September 15.

ASARCO's directors, according to The Wall Street Journal, are
seeking $8,000,000,000 in damages following the ruling.  ASARCO
is seeking to recover its ownership interest in SCC and
$1.8 billion in dividends and interest.

Grupo Mexico's lawyers, the Journal reported, dispute the damages
claim, arguing that ASARCO should not recover more than its
parent corporation already has guaranteed ASARCO's creditors
under the plan of reorganization it filed with the U.S.
Bankruptcy Court for the Southern District of Texas on August 26,
2008.

                    Ruling Confused Investors

Bloomberg said analysts and stock traders who sell Grupo Mexico
shares said that the District Court's ruling confused investors
because Grupo Mexico already claimed victory.  "If [Grupo Mexico]
lost in terms of [the District Court] saying it was a fraudulent
transaction, I think it will hurt," Inigo Cossio, an analyst at
Actinver SA, told Bloomberg.

                          About ASARCO LLC

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

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

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

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, also submitted a competing Chapter 11 plan to retain its
equity interest in ASARCO LLC, its wholly owned indirect
subsidiary.


ASARCO LLC: Grupo Mexico to Appeal District Court Ruling
--------------------------------------------------------
Americas Mining Corporation and Grupo Mexico, S.A.B. de C.V., said
that they are pleased the U.S. District Court for the Southern
District of Texas found that "AMC paid reasonably equivalent value
for the Southern Copper Corporation shares in 2003 and that the
transfer was executed for the legitimate business purpose of
preserving ASARCO."

However, AMC said it is surprised by and intends to appeal that
part of the decision adverse to AMC's interests.  Grupo said it
believes that the use of the consideration received by ASARCO to
pay substantial debts which were due, like the $450 million
revolving credit facility, the $100 million in Yankee Bonds, and
the $100 million used for an environmental trust under the
agreement with the Department of Justice, benefited all major
creditors at that time, and was essential to help put ASARCO in a
better position to generate enough cash to pay all creditors.

Today's Troubled Company Reporter relates that Judge Andrew Hanen
of the U.S. District Court for the Southern District of Texas
found ASARCO LLC's parent companies guilty of intentionally
defrauding ASARCO LLC and its creditors when they transferred
ASARCO's 54.18% ownership interest in Southern Peru Copper
Corporation, now known as Southern Copper Corporation.

Judge Hanen, in a 190-page opinion, said AMC and Grupo were aware
that the transaction, as it was structured, would leave ASARCO
with less cash and less ability to pay its creditors.  The
transaction, Judge Hanen noted, was structured in a way that
benefited AMC and Grupo and other "key creditors" -- those
creditors who needed to be paid to close the transaction -- but
evidence, he said, did not show that AMC and Grupo targeted any
specific creditors that it wanted to hinder, delay, or defraud.

AMC and Grupo reiterated that because they have already proposed
a plan of reorganization that pays ASARCO's creditors in full and
because creditors are not entitled to recover under the
Bankruptcy Code more than the amount of their claims, they
believe that the District Court's decision should not have a
material impact on AMC.

"We remain committed to retaining our ownership of ASARCO and
believe that the certainty and superior value offered by our
reorganization plan should accord us that right," Grupo told
the Journal.

                          About ASARCO LLC

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Stutzman,
Bromberg, Esserman & Plifka, APC, represents the Official
Committee of Unsecured Creditors for the Asbestos Debtors.
Former judge Robert C. Pate was appointed as the future claims
representative.  Details about their asbestos-driven Chapter 11
filings have appeared in the Troubled Company Reporter since
April 18, 2005.

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

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

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for $2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, also submitted a competing Chapter 11 plan to retain its
equity interest in ASARCO LLC, its wholly owned indirect
subsidiary.


ATHERTON-NEWPORT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Atherton-Newport Fund 121, LLC
        23792 Rockfield Blvd., Suite 200
        Lake Forest, CA 92630

Bankruptcy Case No.: 08-15398

Chapter 11 Petition Date: Sept. 2, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: David W. Meadows, Esq.
                   (david@davidwmeadowslaw.com)
                  Law Offices of David W. Meadows
                  1801 Century Park East, Suite 1250
                  Los Angeles, CA 90067
                  Tel: (310) 557-8490

Estimated Assets: Less than $50,000

Estimated Debts: $$10 million to $50 million

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


ATLANTIS PLASTICS: Stalking Horse Bidders Named for Oct. 2 Sale
---------------------------------------------------------------
Atlantis Plastics, Inc. said that on Aug. 28, 2008, the United
States Bankruptcy Court for the Northern District of Georgia
appointed AEP Industries Inc. and Custom Plastic Solutions, LLC, a
subsidiary of Monomoy Capital Partners, L.P., as the "stalking
horse" bidders for the company's Plastics Films and Molded
Products businesses, respectively.

AEP Industries reached a definitive agreement to acquire
substantially all of the assets of the Plastic Films segment of
Atlantis Plastics in a cash transaction valued at approximately
$87 million. The transaction was unanimously approved by the
Boards of Directors of both companies.

The "stalking horse" bids are subject to higher and better offers
at a Court sponsored auction, scheduled to be held on October 2,
2008.

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

It filed its Chapter 11 petition on Aug. 10, 2008 (Bankr. N.D. Ga.
Case Nos. 08-75473 through 08-75481) together with Atlantis
Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis Films,
Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics Injection
Molding, Inc., Extrusion Masters, Inc., Linear Films, Inc., Pierce
Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.  The Debtors owe The Bank of New
York $75 million in unsecured loan and Equistar $1 million in
unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


ATLANTIS PLASTICS: Gets OK to Tap GE's $26.5 Million DIP Fund
-------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia approved the $26.5 million post petition financing
facility provided by a consortium of lenders led by GE Financial
Services Inc. to Atlantic Plastics, Inc.

Bud Philbrook, President and Chief Executive Officer, said, "We
are very pleased with the Court's action.  Atlantis Plastics
remains committed to continued support of its customers,
suppliers, employees and other constituents to the fullest extent
possible and work toward a seamless transition of the company's
operating facilities in Elkhart, Indiana, Cartersville, Georgia,
Mankato, Minnesota, Tulsa, Oklahoma, Fontana, California,
Nicholasville, Kentucky, Henderson, Kentucky, Ft. Smith, Arkansas,
Jackson, Tennessee, LaVergne, Tennessee, and Alamo, Texas, to the
new owners of the businesses.  We anticipate no disruption in our
ability to continue to service the needs of our customer base as
we work through the sale process and we fully expect our high
level of customer support to continue under the new owners."

                       About Atlantis Plastics

Atlanta, Georgia-based Atlantis Plastics, Inc. (OTC:ATPL.PK)
manufactures specialty polyethylene films and molded and extruded
plastic components used in a variety of industrial and consumer
applications.

It filed its Chapter 11 petition on Aug. 10, 2008 (Bankr. N.D. Ga.
Case Nos. 08-75473 through 08-75481) together with Atlantis
Plastics, Inc., Atlantis Plastic Films, Inc., Atlantis Films,
Inc., Atlantis Molded Plastics, Inc., Atlantis Plastics Injection
Molding, Inc., Extrusion Masters, Inc., Linear Films, Inc., Pierce
Plastics, Inc., and Rigal Plastics, Inc.

David B. Kurzweil, Esq., at Greenberg Traurig, LLP, represents the
Debtors in their restructuring efforts.  They listed assets
between of $100 million and $500 million and debts of between
$100 million and $500 million.  The Debtors owe The Bank of New
York $75 million in unsecured loan and Equistar $1 million in
unsecured trade debt.

As of September 2007, Atlantis Plastics had $214 million in total
assets, $255 million in total liabilities, and $41 million in
stockholders' deficit.


AZALEA GARDENS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Azalea Gardens, Inc.
        1102 Simpson Road
        Atlanta, GA 30314

Bankruptcy Case No.: 08-77368

Type of Business: The Debtor operates a plant and garden nursery.

Chapter 11 Petition Date: September 2, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor
                  (dorna.taylor@taylorattorneys.com)
                  Taylor & Associates, LLC
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


BARRINGTON BROADCASTING: S&P Rates Corporate Credit to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Hoffman Estates, Ill.-based Barrington
Broadcasting LLC; the corporate credit rating was lowered to 'B-'
from 'B'.  These ratings remain on CreditWatch with negative
implications, where they were placed on June 13, 2008.

"The downgrade and continued CreditWatch listing reflect the
difficulty that we believe the company faces in the intermediate
term to significantly reduce debt and increase EBITDA--both of
which will be essential to complying with an aggressive schedule
of tightening leverage covenants," said Standard & Poor's credit
analyst Jeanne Mathewson.

Revenue in the quarter ended June 30, 2008 was up 1.5%, while
EBITDA was down 4.4% in the same period, mainly because of an
increase in expenses related to the acquisition of the WGTU and
WGTQ stations.  The company was in compliance with all covenants
as of June 30, 2008, with just under 0.4x of cushion against the
leverage covenant, the tightest of its covenants.  The leverage
covenant will step down an additional 1.25x at the end of this
year, and the company will need to increase EBITDA and
meaningfully reduce debt to maintain compliance.

In resolving the CreditWatch listing, Standard & Poor's will
monitor the company's operating trends and prospects for reducing
debt to two-year average EBITDA, or else amend its credit facility
covenants.  S&P will lower the rating again if it believes that
the company will be unable to comply with the leverage covenant
when it steps down at the end of the year, and have difficulty in
absorbing a potential increase in its borrowing margin in
connection with a waiver or amendment.

Assuming the company is able to pay down roughly $10 million in
debt using cash on hand and political revenue, EBITDA in the
second half of 2008 would need to increase by roughly 23% over the
same period in 2006, the last major election year, or 33% over
2007, to achieve this leverage target.  S&P currently view this
scenario as extremely challenging given prevailing economic
conditions.


BAUGHER CHEVROLET: Court Approves Use of Cash Collateral
--------------------------------------------------------
Baugher Chevrolet-Buick Inc. obtained permission from the United
States Bankruptcy Court for the Central District of California to
use cash collateral, The Deal reports.

As of its bankruptcy filing, the Debtor owes at least $1,708,460
in claims to Branch Banking and Trust, secured by substantially
all of the Debtor's assets.  BB&T's collateral includes automobile
inventory, machinery equipment and proceeds from its operations.  
The Debtor has not determined whether BB&T's lien is properly
perfected.

According to the Debtor, the proceeds of the cash collateral will
be used, among other things:

   -- to pay expenses in accordance with the budget;

   -- to maintain adequate property, casualty and liability
      insurance;

   -- to pay reasonable postpetition and prepetition payroll,
      employee benefits, and related employment taxes payable in       
      the ordinary course of business;

   -- to secure its facilities;

   -- to pay postpetition expenses, including postpetition utility
      deposits.

As adequate protection, BB&T will be granted a valid, perfected
and enforceable replacement lien in and upon the cash
collateral.  The replacement lien is subject to a $25,000 carve-
out for payment of professional advisors retained by the Debtor.

A full-text copy of the Debtor's budget is available for free at:

               http://ResearchArchives.com/t/s?3198

Headquartered in Waynesboro, Virginia, Baugher Chevrolet Buick,
Inc. -- http://www.baugherautos.com/-- sells new and used cars,  
trucks and SUVs.  The company filed for Chapter 11 protection on
Aug. 22, 2008 (Bankr. W.D. Va. Case No.08-50862).  A. Carter
Magee, Jr., Esq., at Magee Foster Goldstein & Sayers, represents
the Debtor in its restructuring efforts.  The U.S. Trustee for
Region 4 has yet to appointed creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$2,931,782 and total debts of $4,432,601.


BDB MANAGEMENT: Ch. 11 Trustee Wants Pachulski as Counsel
---------------------------------------------------------
R. Todd Neilson, the chapter 11 trustee appointed in the
bankruptcy cases of BDB Management LLC and its debtor-affiliates,
seeks permission from the United States Bankruptcy Court for the
Northern District of California to employ Pachulski Stang Ziehl &
Jones, LLP, as counsel.

The Firm is expected to, among others, assists, advise and
represent the Trustee in his administration of the cases.

John D. Fiero, Esq., a partner at the Firm, assures the Court that
the it does not have any interest adverse to the Debtors and their
creditors.  He also said that the Firm does not employ any person
who is related to Judge Thomas E. Carlson or  to an employee of
the Trustee.

Menlo Park, California-based BDB Management LLC and its affiliates
filed for Chapter 11 protection on June 7, 2008 (Bankr. N.D.
Calif. Lead Case No. 08-31001). William J. del Biaggio, III, an
interest holder of the companies, filed for personal chapter 11
bankruptcy on June 6, 2008. Judith Whitman, Esq., at Diemer
Whitman and Cardosi LLP, represents the Debtors in their
restructuring efforts. When the Debtors filed for protection from
their creditors, they listed $50 million to $100 million in
estimated assets and $50 million to $100 million in estimated
debts.

The TCR said on July 9, 2008, that Sara L. Kistler, acting
U.S. Trustee for Region 17, appointed R. Todd Nelson as the
chapter 11 trustee in BDB Management LLC and its debtor-
affiliates' bankruptcy cases.

Sand Hill Capital Partners III, the investment fund Mr. Del
Biaggio co-founded, filed for chapter 7 bankruptcy.  Sand Hill
disclosed $10.6 million in debts.  Established in 1996, Sand Hill
Capital has four debt funds under management, of which two are
actively investing.  Sand Hill has provided debt financing and
equity co-investing in multiple portfolio companies of top-tier
venture capital firms, including Broadcom, a semiconductor company
specializing in VoIP, wireless networking, and broadband
communications solutions; Commerce One, a provider of On-Demand
Supplier Relationship Management solutions and The Open Supplier
Network; IBahn, a provider of secure broadband-to-go at premium
hospitality locations; and Odwalla, maker of fruit drinks and
snacks.


BEAR STEARNS: Moody's Cuts Ratings on 142 Tranches of ARM Deals
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 142
tranches from 10 Option ARM transactions issued by Bear Stearns
Mortgage Funding Trust.  Some 24 tranches that were downgraded
remain on review for possible further downgrade.  Additionally, 9
senior tranches were confirmed at Aaa.  The collateral backing
these transactions consists primarily of first-lien, adjustable-
rate, negatively amortizing Alt-A mortgage loans.

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 review
process.

Moody's Investors Service also takes action on certain insured
notes as identified below.  The ratings on securities that are
guaranteed or "wrapped" by a financial guarantor is the higher of
a) the rating of the guarantor or b) the published underlying
rating.  The underlying ratings reflect the intrinsic credit
quality of the notes in the absence of the guarantee.  The current
ratings on the below notes are consistent with Moody's practice of
rating insured securities at the higher of the guarantor's
insurance financial strength rating and any underlying rating that
is public.

A list of the rating actions is available for free at:
http://bankrupt.com/misc/Moodys_BearStearnsMFT.pdf


BUFFETS HOLDINGS: Unit Files for Chapter 11 in Delaware
-------------------------------------------------------
Buffets Restaurants Holdings Inc. filed for Chapter 11 protection
with the U.S. Bankruptcy Court for the District of Delaware.

According to Bankruptcy Data, the Debtor filed with the Court a
motion seeking to have the case jointly-administered with the
existing Buffets Holdings' bankruptcy case.  Documents filed with
the Court states that BRHI owns 100% of the equity of BHI and is
an affiliate of the joint Debtors within the meaning of Section
101(2) of the Bankruptcy Code.

Buffet Restaurants disclosed in its petition less than $50,000 in
total assets and in total debts.

                    About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc. employs approximately 37,000
team members and serves approximately 200 million customers
annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  Joseph M. Barry, Esq., and Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and balloting agent.

The U.S Trustee for Region 3 appointed seven creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Otterbourg Steindler Houston & Rosen PC as counsel.

The Debtors' balance sheet as of Sept. 19, 2007, showed total
assets of $963,538,000 and total liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008,
the Court granted on February 22, 2008, final approval of the
Debtors' debtor-in-possession credit facility, consisting of
$85 million of new funding and $200 million carried over from the
company's prepetition credit facility.  (Buffets Holdings
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                           *    *    *

As reported in the Troubled Company Reporter on June 16, 2008,
the Court further extended exclusive periods of the Debtors to (a)
file a Chapter 11 Plan through and including Sept. 30, 2008, and
(b) solicit acceptances of a plan through and including Dec. 1,
2008.


BURGER KING: S&P Affirms 'BB-' Ratings on Good Performance
----------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Miami-based Burger King Holdings Inc. to positive from stable.  
S&P also affirmed the ratings on the company, including the 'BB-'
corporate credit rating.

"The outlook revision is based on Burger King's improving
operating performance over the past three years," said Standard &
Poor's credit analyst Diane Shand, "and strengthening of credit
measures."

New products, greater use of day parts, and increased operating
efficiencies have resulted in the operating margin increasing to
25.2% in fiscal 2008 ended June 30, 2008, from 19.2% in fiscal
2005.  Leverage has declined to 3.7x from 7.5x over the same
period due to rising profitability and debt repayment.


CADENCE INNOVATION: U.S. Trustee Sets Sept 8 Meeting to Form Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
case of Cadence Innovation LLC on Sept. 8, 2008, at 11:00 a.m. at
The DoubleTree Hotel at 700 King Street, in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                     About Cadence Innovation

Headquartered in Troy, Michigan, Cadence Innovation LLC --
http://www.cadenceinnovation.com/-- manufactures and sells auto   
parts to its customers GM and Chrysler.  The company has at least
4,200 employees in the United States and Europe, including Hungary
and Czech Republic.  The company and its debtor-affiliate, New
Venture Real Estate Holdings, LLC, filed for Chapter 11
reorganization on Aug. 26, 2008 (Bankr. D. Del. Lead Case No.
08-11973).  Norman L. Pernick, Esq. and Patrick J. Reilley, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, represent the Debtors
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of between $10 million and
$50 million, and debts of between $100 million to $500 million.  


CBRL GROUP: Moody's Pares Sr. Secured Ratings to Ba2
----------------------------------------------------
Moody's Investors Service downgraded the ratings of CBRL Group,
Inc., including the company's corporate family rating to Ba3 from
Ba2, probability of default rating to Ba3 from Ba2, and senior
secured ratings to Ba3 from Ba2.  The outlook is negative.  This
concludes Moody's review for possible downgrade initiated on
Aug. 4, 2008.

The ratings downgrade was prompted by Moody's view that CBRL's
debt protection metrics, which are more representative of a Ba3
rating, would not materially improve over the intermediate term as
weak consumer demand and escalating cost inflation continues to
pressure operating performance and margins.  For the 12 month
period ending May 2008, leverage on a debt to EBITDA basis was
approximately 4.45 times, EBITA coverage of interest was 2.4
times, and retained cash flow to debt was about 9.7%.

The negative outlook reflects Moody's view that CBRL's operating
performance will continue to be negatively impacted by weak
consumer spending, declining traffic patterns, and escalating cost
inflation over the intermediate term.  The outlook also reflects
Moody's concern that the cushion under financial covenants in the
company's bank facility will likely deteriorate as operating
performance is pressured and as covenant levels tighten over the
next several quarters.  This could require the company to seek
covenant relief from its banks in order to retain access to the
facilities.

Moody's most recent rating action for CBRL resulted in our
affirming all ratings and changing the outlook to negative from
stable on June 18, 2007.

CBRL Group Inc. (CBRL), headquartered in Tennessee, is a publicly
traded holding company that is engaged in the operation and
development of the Cracker Barrel Old Country Store restaurant and
retail concept.  CBRL had total revenues of about $2.4 billion for
the 12 month period ending May 2008.


COMMISSARY OPERATIONS: Dismissed Employees to Get Gov't Aid
-----------------------------------------------------------
The 90 workers that Commissary Operations Inc. will lay off due to
the shutdown of the firm's Jackson County food distribution center
should receive some government assistance, Kellen Henry at The
Charleston Gazette reports, citing the West Virginia Development
Office.

As reported Troubled Company Reporter on Aug. 28, 2008, a facility
of Commissary Operations Inc., dba COI Foodservice Distribution
and Manufacturing in Tifton, Georgia, will be closing by October.  
The unit of COI Acquisition Co. filed a voluntary petition under
Chapter 11 of the Bankruptcy Code before the U.S. Bankruptcy Court
in Nashville, Tennessee, blaming declining demand and rising fuel
costs.  Papers filed with the Court says the company lost money in
May when Roadhouse Grill Inc. started winding down in bankruptcy
court.  The company stated that six other distribution agreements
were also terminated.  Protection from creditors in bankruptcy was
not enough to support the company, it had to pare off costs, Human
Resource VP Randolph Wilkerson said.

The Gazette relates that Commissary Operations will terminate all
employees between Oct. 6 and 20, while some of them may be fired
earlier as existing clients find new distributors for their
products.

According to The Gazette, Fred Mixer of the Dislocated Workers'
Service Unit at the development office said that the state
Workforce Rapid Response team will meet with the COI Foodservice
human resource officials on Sept. 18 to discuss what resources are
available for those workers.  Mr. Mixer said that local and state
agencies will offer things like credit counseling, debt
management, resume workshops, children's health-care assistance,
and other job services to displaced employees, The Gazette states.  

The Gazette states that agencies, including the Workforce
Investment Board, the Jackson County Development Authority,
Consumer Credit Counseling Service, and the Children's Health
Insurance Program will help support employees as they try to re-
enter the work force.  The Rapid Response team will support
workers for six months after they become unemployed, the same
report states, citing Mr. Mixer.

Headquartered in Nashville, Tennessee, Commissary Operations Inc.
dba COI Foodservice Distribution and Manufacturing --
http://www.coifoodservice.com/-- is a multi-facility food service  
distribution operation and supplier which delivers to more than
1,200 restaurants in 29 U.S. states.  For more than 40 years, the
company's full-service operation has supplied products to well-
known national restaurant chains such as Shoney's, Ryan's and
Applebee's.  It also provides food or agriculture organization
services, common fund for commodities services, international fund
for agricultural development services, food distribution services
and food supply services.  The company has two more centers in
West Virginia, and Georgia, other than the one in Tennessee.

The company filed for Chapter 11 protection on July 22, 2008
(Bankr. M.D. Tenn. Case No. 08-06279).  Barbara Dale Holmes, Esq.,
David Phillip Canas, Esq., Glenn Benton Rose, Esq., Tracy M.
Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner, PC, in
Nashville, Tennessee, represent the Debtor.  When the Debtor filed
for protection from its creditors, it listed both assets and debts
between $50 million and $100 million.


CUPERTINO SQUARE: Files for Bankruptcy to Stave Off Foreclosure
---------------------------------------------------------------
Cupertino Square LLC and its affiliate, Vallco International
Shopping Center LLC, filed voluntary petitions under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Northern District of California to evade
a September 10 foreclosure by their lender Gramercy Capital Corp.,
Bloomberg News reports.

The company listed assets and debts between $100 million and
$500 million, Bloomberg relates.

"The bankruptcy is to protect the creditors of the estate other
than Gramercy," Bloomberg quoted the company counsel, James Evans,
Esq., at Fulbright & Jaworski LLP, as saying.  Mr. Evans said the
Chapter 11 filing will enable the company to maintain its business
operation to continue as it restructures debt, report adds.

Bloomberg relates that the company and Gramercy's affiliate,
Gramercy Warehouse Funding I LLC, improperly declared a default on
a loan for the property.  Cupertino Square is involved in
litigation with its lender over loans to fund renovations for
new tenants, the report notes.

According to a company official with knowledge of the litigation,  
the lingering effect of all the legal challenges has hamstrung our
effort to revitalize Cupertino Square, Bloomberg says.

The company is now seeking a loan to fund operations, says
Bloomberg.

Headquartered in Cupertino, California, Cupertino Square LLC --
http://www.cupertinosquare.com/-- owns a shopping center.


CUPERTINO SQUARE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Cupertino Square, LLC
        19330 Stevens Creek Boulevard, Suite 200
        Cupertino, CA 95014

Bankruptcy Case No.: 08-54897

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Vallco International Shopping Center, LLC  08-54901

Type of Business: The Debtors operate a shopping center.

Chapter 11 Petition Date: September 2, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: Richard A. Lapping, Esq.
                  Thelen, Reid and Priest
                  101 2nd Street, Suite 1800
                  San Francisco, CA 94105-3601
                  Tel: (415) 371-1200
                  Email: rlapping@thelenreid.com

Cupertino Square's Financial Condition:

Estimated Assets: $100 million to $500 million

Estimated Debts:  $100 million to $500 million

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


CUPERTINO SQUARE: Section 341(a) Meeting Slated for October 8
-------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
creditors of Cupertino Square, LLC at 10:30 a.m., on Oct. 8, 2008,
at San Jose Room 130.

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

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

Cupertino, California-based Cupertino Square, LLC operates a
shopping center.  It filed its chapter 11 petition on Sept. 2,
2008 (Bankr. N.D. Calif. Case No. 08-54897).  Judge Marilyn Morgan
presides over the case.  Richard A. Lapping, Esq., at Thelen, Reid
and Priest, represents the Debtor in its restructuring efforts.  
The Debtor estimated both its assets and debts to be between
$100 million and $500 million.


DELPHI CORP: Reaches Agreement with Panel & WTC to Stay Process
---------------------------------------------------------------
In light of the ongoing negotiations surrounding the Debtors'
Chapter 11 cases, Delphi Corp. and its debtor-affiliates, the
Official Committee of Unsecured Creditors, and Wilmington Trust
Company all agree to stay all further proceedings with respect to
the calls for revocation of Delphi's Plan of Reorganization,
subject to these terms:

   * All activity in either the WTC or Committee's complaint
     under Section 1144 of the Bankruptcy Code will be stayed
     until the earlier of (i) the service by the Committee or WTC
     of a written notice terminating the stay with respect to
     the Revocation Complaint or (ii) further order of the
     U.S. Bankruptcy Court for the Southern District of New York;

   * Upon receipt of a notice of termination of stay, the Debtors
     will have 30, or other period of time as the parties may
     agree or may be ordered by the Bankruptcy Court, to answer
     or otherwise file a responsive pleading as to each
     particular Revocation Complaint.

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

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DELPHI CORP: In Talks to Modify Bankruptcy Exit Plan
----------------------------------------------------
According to Bankruptcy Law360, Delphi Corp. said it is plotting
changes to its reorganization plan to try to better position
itself to successfully emerge from Chapter 11.  Bankruptcy Law360
relates that Delphi's spokesperson, Lindsey Williams, said on
Friday the firm is discussing with stakeholders on making the
necessary revisions.

Delphi has yet to emerge from bankruptcy despite obtaining
confirmation of its reorganization plan from the Bankruptcy Court
in January 2008, after Appaloosa Management, L.P. and other
investors withdrew funding of $2,550,000,000 in exit financing.  
Delphi has sued Appaloosa, which asserts that its liabilities, if
any, is only up to $250,000,000 pursuant to the terms of their
deal.

Last week, The Wall Street Journal reported that people involved
with Delphi's bankruptcy process said that odds are increasing
that Delphi will be liquidated, with some U.S. plants being taken
over by its former parent, General Motors Corp.

Even if a liquidation does not happen, General Motors' financial
obligation could grow by billions, WSJ said, citing people
familiar with the matter.

The Pension Benefit Guaranty Corp. has already asked GM to assume
Delphi's pension plan liabilities by Sept. 30, 2008.  GM has
already agreed to assume $1,500,000,000 of Delphi's pension
liabilities but Delphi's pension debts have reached $3,300,000,000
as of the end of 2007.  GM also recently agreed to provide
additional $300,000,000 loan to Delphi to help address its former
unit's liquidity needs.  The $300,000,000 loan is in addition to
the up to $650,000,000 in extensions of credit which GM had
advanced in anticipation of the effectiveness of their Master
Restructuring Agreement and Global Settlement Agreement, which is
tied up to Delphi's plan of reorganization.  GM said in its second
quarter 2008 results that its Delphi-related charges have now
reached approximately $11,000,000,000.

Delphi's $4,100,000,000 debtor-in-possession facility expires
Dec. 31, 2008.  Delphi refinanced its existing DIP facility in
late April to extend the July 1 maturity date to be able to have
time to consummate its restructuring.  Delphi in May 2008
increased the size of the facility by $254,000,000 following an
oversubscription of its three-tranche loans, and unexpected
market support.  However, according to WSJ, there are indications
that its current lenders may balk at renewing the bankruptcy
loans.

"We've not thrown that word around," Delphi spokesman Lindsey
Williams, told WSJ, "If that were our intent, we would not be
working as feverishly as we are.  We've been going down a lot of
avenues to emerge from bankruptcy."

Delphi's competitors in the U.S. have been facing similar
problems.  Progressive Moulded Products, Intermet Corp., Blue
Water Automotive Systems, and Plastech Engineered Products, which
all have exposure to the Big-3 Michigan automakers -- GM, Corp.,
Ford Motor Company, and Chrysler LLC -- have filed for bankruptcy
protection.  Blue Water and Plastech are selling their key
assets.  Progressive has ceased operations.

According to WSJ, Ray Young, the chief financial officer of
General Motors, said this month that U.S.' largest auto maker was
having a "constructive dialogue" with Delphi, but "they have to
understand there is only so much that we can do.  They're going
to have to do their own form of self help here."

According to filings with the U.S. Securities and Exchange
Commission, Delphi's pension plan covers about 85,000 and had
obligations of $14.05 billion at year-end, but was underfunded by
$3.3 billion.  WSJ noted that Delphi's DIP financing trades in the
secondary market at about 82 cents on the dollar, a discount that
indicates doubts about Delphi's solvency.

                         About Delphi Corp.

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

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed $9,162,000,000
in total assets and $23,742,000,000 in total debts.

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

(Delphi Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


DURA AUTOMOTIVE: SEC Filing Reveals CEO Compensation Package
------------------------------------------------------------
Dura Automotives Systems, Inc. entered into separate executive
employment term sheet agreements, on Aug. 29, 2008, with Timothy
D. Leuliette, the President and Chief Executive Officer of the
Company, and Theresa L. Skotak, the company's Executive Vice
President and Chief Administrative Officer, a Securities and
Exchange Commission filing disclosed.

According to The Detroit Free Press, the agreement provides Mr.
Leuliette a $1 million salary, a $44,000 expense account for
country club memberships and vehicles, and a $1.5 million bonus
depending on company performance.

The regulatory filing relates that the executive employment term
sheet agreements detailed for the job position and employment and
compensation arrangements for each of Mr. Leuliette and Ms.
Skotak.  The agreements provide for the participation of each
executive in the company's Annual Performance Bonus Plan for each
calendar year commencing Jan. 1, 2009.  The agreements also
provide for an at will employment arrangement between the company
and each executive, subject to certain severance obligations in
the event the company terminates the employment of the executive
without cause.

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

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

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

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

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.   On June 27, 2008, the Debtors emerged from
Chapter 11 bankruptcy protection.


FAIR OAKS: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fair Oaks Holdings
        c/o David Epstein
        P.O. Box 4858
        Laguna Beach, CA 92652

Bankruptcy Case No.: 8-15380

Chapter 11 Petition Date: September 2, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: David G. Epstein, Esq.
                  The David Epstein Law Firm
                  P.O. Box 4858
                  Laguna Beach, CA 92651
                  Tel: (949) 715-1500

Total Assets: $1,100,000

Total Debts: $946,000

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

           http://bankrupt.com/misc/califcb8-15380.pdf


FIRSTLIGHT POWER: Suez Pact Cues S&P to Put Ratings on Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed FirstLight Power
Resources Inc.'s. senior secured $550 million first-lien term
loan, $65 million letter of credit facility, and $70 million
revolving facility -- all rated 'BB-' -- on CreditWatch  with
developing implications; S&P took the same action for the 'B-'
rated $170  million second-lien facility.

The action follows publication of an agreement signed by Suez
Energy N.A., a U.S. subsidiary of the French energy company GDF  
SUEZ S.A. (A/Positive/A-1), to acquire FirstLight Power
Enterprises, owner of  FirstLight Power and FirstLight Hydro
Generating Co. (BB-/Watch Dev) (FirstLight Hydro).

"While we view the strong credit quality of the French parent
company as potentially credit positive to the FirstLight
portfolio, we expect the debt at  the FirstLight entities to
remain nonrecourse to GDF SUEZ; any change to the business profile
(in management, strategy, or execution) could negatively
impact the ratings," said Standard & Poor's credit analyst Justin
Martin.

GDF SUEZ is the recently merged company of Gaz de France S.A. and
Suez S.A.; it is one of Europe's largest utilities and currently
consists of six business units, including its "Energy Europe and
International" business line  that wholly owns Suez Energy North
America Inc.  Among its business lines, SEMNA manages commodity
price risk for roughly 3,000 megawatts of
merchant energy assets in the U.S.

"Although the FirstLight assets are not structurally separated
per Standard & Poor's criteria, the nonrecourse nature of the  
debt at both FirstLight Hydro and FirstLight Power prevents any
improvement in the credit quality of these debt issues because
project lenders will not be able to benefit from the new parent
company's balance sheet.  Although GDF SUEZ may voluntarily
provide support to the FirstLight portfolio, it would do so at  
its own discretion. Given the size of FirstLight Power's 2007
EBITDA of roughly $130 million (including FirstLight Hydro),
compared with GDF SUEZ's total 2007 EBITDA of $1.9 billion, we
recognize the possibility that the acquisition will not viewed as
a core asset to the latter and therefore may not receive
significant parent support in the event of distress," S&P says.

"We will resolve the CreditWatch when we have enough details to
form a view on the structural, financial, and operational impact
of the acquisition on the FirstLight assets."



FORD MOTOR: Names Stephen Odell as Volvo Car's President and CEO
----------------------------------------------------------------
Ford Motor Company disclosed the appointment of Stephen Odell as
president and chief executive officer of Volvo Car Corporation,
replacing Fredrik Arp, who has decided to leave the company.

Effective Oct. 1, Mr. Odell will be responsible for Volvo's global
operations out of its headquarters in Gothenburg, Sweden, and lead
the company's drive toward sustained profitability through
continued restructuring and the accelerated development of high-
quality, fuel-efficient and safe vehicles in the premium end of
the market.

Mr. Odell, who has played a key role in Ford of Europe's
resurgence as its chief operating officer, will report to Lewis
Booth, executive vice president of Ford Motor Company and chairman
of Volvo Car Corporation, who will continue to oversee the
strategic direction of Volvo.

"Stephen Odell brings to Volvo a wealth of experience of strong
leadership in the automotive industry," Alan Mulally, president
and CEO, Ford Motor Company, said.  "Given his strong track record
at Ford, Jaguar and Mazda, the time is now right for Stephen to
take up this new challenge at Volvo.  I believe that Stephen is
the right person -- together with Lewis Booth and the Volvo Cars
Management Team -- to take Volvo forward and to return the
business to sustainable profitability."

Mr. Booth thanked Fredrik Arp for his leadership of Volvo over the
past three years, a period in which Volvo reduced costs and
strengthened its product lineup despite a difficult business
environment and challenges presented by adverse currency exchange
rates and other external factors.

"Fredrik has steered the Volvo team through some difficult times
since joining the company three years ago.  His wide experience in
business has been a strong asset in helping to develop and
implement Volvo's plan to improve its business results.

"Fredrik has decided that now is the right time to hand over to a
new president and CEO, Stephen Odell, who will lead the Volvo team
through the next stage of its recovery."

Mr. Odell said he is excited to lead Volvo at an important time in
the company's history.

"Volvo is one of the great iconic automotive brands," Mr. Odell
said. "The very attributes that make Volvo distinctively Swedish
-- its heritage of safety, environmental concern and its
Scandinavian design -- appeal to customers around the globe.  Our
strategy is to enhance the premium nature of Volvo by further
strengthening these attributes.  Volvo really is the auto brand
for today's customers.

"We have a restructuring plan in place that will help to deliver a
more competitive business and that enables Volvo to continue to
build upon its core strengths.  Volvo will adopt a more stand-
alone approach within Ford Motor Company, while still leveraging
product development and purchasing synergies with other Ford
operations."

Before he was appointed chief operating officer of Ford of Europe
in April 2008 responsible for product development, manufacturing,
purchasing, and marketing, sales and service operations, Odell
served as Ford of Europe's vice president of marketing, sales and
service for nearly three years.

Prior to that, he held several senior level positions at Mazda
Motor Corporation from 2000 to 2005.  From 1997 to 2000, Odell was
vice president, marketing and sales, Jaguar North America.  
Stephen Odell joined Ford of Britain in 1980 as a graduate
trainee.  A native of London, he is married with two children.

                       About Ford Motor

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects: the
further deterioration in Ford's U.S. sales as a result of economic
conditions, an adverse product mix and the most recent jump in gas
prices; portfolio deterioration at Ford Credit and heightened
concern regarding economic access to capital to support financing
requirements; and escalating commodity costs that will remain a
significant offset to cost reduction efforts.


FORD MOTOR: Michigan Plant Gets $75MM Infusion to Build Small Cars
------------------------------------------------------------------
Ford Motor Company will invest $75 million in Michigan Truck
Plant's body shop to prepare for small-vehicle production.

The plant will begin converting its body shop in November when the
tooling and equipment specific to the Ford Expedition and Lincoln
Navigator will be disassembled and transferred to Kentucky Truck
Plant, which begins producing the large SUVs in the second quarter
of 2009.

The move paves the way for Michigan Truck to convert to a car
plant that will begin producing global C-car based vehicles in
2010.

In the interim, the plant's 1,000 employees will be transferred
next door to Wayne Assembly Plant where a third crew will be added
in January to accommodate increased production of the hot-selling
Ford Focus.  When completed, Michigan Truck's flexibility will
allow it to augment current Ford Focus production if necessary.

"This is the best plan to meet consumer demand and utilize our
assets at Michigan Truck and other facilities, both in the near
term and long term," Joe Hinrichs, Ford group vice president,
Global Manufacturing and Labor Affairs, said.  "Consumers will
benefit through increased production of the strong-selling Focus
at Wayne, the continuation of the popular Expedition and Navigator
for those who need a large SUV at Kentucky Truck, and more world-
class C-cars at Michigan Truck."

Michigan Truck is one of three truck and SUV plants in North
America that will be converted to build small fuel-efficient
compact and subcompact vehicles.  In 2010, Cuautitlan Assembly,
which currently produces F-Series pickups, will begin building the
new Fiesta subcompact car for North America.  Louisville Assembly,
home of the Ford Explorer mid-size SUV, is slated to start
production of yet more unique small vehicles from the automaker’s
global C-car platform the following year.  

At the heart of this manufacturing transformation is a flexible
operation, which uses reprogrammable tooling in the body shop,
standardized equipment in the paint shop and common-build sequence
in final assembly, enabling production of multiple models in the
same plant.

Aiding the implementation of flexible manufacturing is Ford's
industry-leading virtual manufacturing technology.  In the virtual
world, engineers and plant operators evaluate tooling and product
interfaces before costly installations are made on the plant
floor.  This method of collaboration improves launch quality and
enables speed of execution.  

In a flexible body shop, at least 80% of the robotic equipment can
be reprogrammed to weld various sized vehicles.  This "non-product
specific" equipment gives the body shop its flexibility and
provides more efficient use of the facility.   

In 2005, Ford invested $300 million in Michigan Truck to build a
new, flexible body shop.  That investment will help streamline the
conversion to small vehicles and will require an additional body
shop investment of approximately $75 million.  This is part of a
larger investment planned for the plant.  Meanwhile, Ford
continues to work with state and local governments on the scope of
incentive support.

Today, nearly 87% of Ford's assembly plants around the world have
flexible body shops.  By 2012, the number will grow to 100%.

   * Michigan Truck Plant Facts

     Location: Wayne, Michigan

     Number of Employees: 1,000

     Year Opened: 1957

     Plant Size (Sq. Ft.): 2,866,000

     Current Products: Ford Expedition, Lincoln Navigator

     Future Products: Small vehicles based on Ford's global C-car  
                      platform

                     About Ford Motor Co

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008,
Fitch Ratings has downgraded the issuer default rating of Ford
Motor Company and Ford Motor Credit Company LLC to 'B-' from 'B'.  
The Rating Outlook remains Negative.  The downgrade reflects
these: (i) the further deterioration in Ford's U.S. sales as a
result of economic conditions, an adverse product mix and the most
recent jump in gas prices; (ii) portfolio deterioration at Ford
Credit and heightened concern regarding economic access to capital
to support financing requirements; and (iii) escalating commodity
costs that will remain a significant offset to cost reduction
efforts.


FORT POINT: Collateral Slide Cues Fitch to Junk Four Note Ratings
-----------------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative seven
classes of notes issued by Fort Point Funding CDO I Ltd. and Fort
Point Funding CDO I Corp.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $169,283,182 class A-1 notes to 'A' from 'AAA';
  -- $33,000,000 class A-2a notes to 'B' from 'A+';
  -- $12,000,000 class A-2b notes to 'B' from 'A+';
  -- $14,000,000 class A-3a notes to 'CCC' from 'BBB';
  -- $12,000,000 class A-3b notes to 'CCC' from 'BBB';
  -- $12,127,144 class B notes to 'C' from 'BB+';
  -- $12,334,000 class C notes to 'C' from 'B-'.

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

Fort Point I is a cash flow CDO, which closed in October 2002 and
has a portfolio that was initially selected by State Street
Research and is now managed by BlackRock Financial Management.  
The transaction's revolving period ended in October 2006.  
Presently, 24.7% of the portfolio is comprised of 2005, 2006 and
2007 vintage U.S. subprime RMBS, 9.1% is comprised of 2005, 2006,
and 2007 vintage U.S. Alternative-A RMBS, and 1.6% consists of
pre-2005 and 2005 vintage U.S. SF CDOs.

Since the last rating action in November 2007, 37.8% of the
portfolio has been downgraded with an additional 12.3% of the
portfolio currently on Rating Watch Negative.  Approximately 42.1%
of the portfolio is now rated below investment grade, of which
22.2% is rated 'CCC+' and below.  As per the latest Trustee report
dated Aug. 19, 2008, defaulted and deferred interest PIK
securities constitute 4.6%, or $13.12 million, of the portfolio
total.  The negative credit migration experienced since the last
review has resulted in the Weighted Average Rating Factor
deteriorating to 'B/B-' from 'BB+/BB' during the last review,
breaching its covenant of 'BB/BB-', as of the latest trustee
report.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below their respective tests.  
As of the latest trustee report, the class A OC ratio was 103.5%,
the class B OC ratio was 99.8%, and the class C OC ratio was 95.5%
versus triggers of 105.0%, 103.50%, and 101.3%, respectively.  
Class A-1, A-2, and A-3 are receiving interest payments and all
other interest and principal proceeds are then used to redeem
class A-1 principal due to coverage test failures.  On the last
payment date of Aug. 25, 2008, the class A OC test was not cured
in the waterfall thus all remaining proceeds were distributed as
principal to class A-1 in an attempt to cure the test.  Classes B
and C are currently receiving their interest paid in kind whereby
the principal amount is written up by the amount of interest owed.  
Fitch expects the class B and C notes to have very little prospect
of any principal recovery.

The ratings of the class A-1, A-2a, A-2b, A-3a, and A-3b notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.  
The ratings of the class B and class C notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.  The
ratings are based upon the capital structure of the transaction,
the quality of the collateral, and the protections incorporated
within the structure.


FORT POINT: Fitch Slashes 'A' Rating to 'CCC' on $60 Million Notes
------------------------------------------------------------------
Fitch has downgraded and removed from Rating Watch Negative five
classes of notes issued by Fort Point Funding CDO II Ltd. and Fort
Point Funding CDO II Corp.  These rating actions are the result of
Fitch's review process and are effective immediately:

  -- $320,015,455 Class A-1 Notes downgraded to 'BB' from 'AAA';
  -- $60,000,000 Class A-2 Notes downgraded to 'CCC' from 'A';
  -- $38,750,000 Class A-3 Notes downgraded to 'CC' from 'BBB';
  -- $12,883,697 Class B Notes downgraded to 'C' from 'BB+';
  -- $12,954,756 Class C Notes downgraded to 'C' from 'BB'.

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

Fort Point II is a cash flow CDO, which closed in October 2003 and
has a portfolio that was initially selected by State Street
Research and is now managed by BlackRock Financial Management.  
The transaction's revolving period ended in November 2007.  
Presently, 32.9% of the portfolio is comprised of 2005, 2006 and
2007 vintage U.S. subprime RMBS, 9.6% is comprised of 2005, 2006,
and 2007 vintage U.S. Alternative-A RMBS, and 23.5% consists of
1.5% consists of pre-2005 and 2005 vintage U.S. SF CDOs.

Since the last rating action in November 2007, 46.3% of the
portfolio has been downgraded with an additional 15.7% of the
portfolio currently on Rating Watch Negative.  Approximately 41.7%
of the portfolio is now rated below investment grade, of which
23.6% is rated 'CCC+' and below.  As per the latest Trustee report
dated July 30th, 2008, defaulted and deferred interest PIK
securities constitute 10.2%, or $47. 86 million, of the portfolio
total.

The negative credit migration experienced since the last review
has resulted in the Weighted Average Rating Factor deteriorating
to 'BB+/BB' from 'BBB/BBB-' during the last review, breaching its
covenant of 'BBB/BBB-', as of the latest trustee report.

The collateral deterioration has caused each of the
overcollateralization ratios to fall below 100% and fail their
respective tests.  As of the latest trustee report, the class A OC
ratio was 97.0%, the class B OC ratio was 94.2%, and the class C
OC ratio was 91.4% versus triggers of 106.0%, 104.0%, and 100.2%,
respectively.  Class A-1, A-2, and A-3 are receiving interest
payments and all other interest and principal proceeds are then
used to redeem class A-1 principal due to coverage test failures.  
Classes B and C are receiving interest payments in kind whereby
the principal balance is written up by the amount of interest
owed.  Fitch sees little prospect of any principal recovery for
class B and class C.

The ratings of the class A-1 notes, class A-2 notes, and class A-3
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the class B notes and class C notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the legal final
maturity date.  The ratings are based upon the capital structure
of the transaction, the quality of the collateral, and the
protections incorporated within the structure.


GALLAHANS OF FREDERICKSBURG: Fails to Meet Goals; Will Close
------------------------------------------------------------
Gallahans of Fredericksburg didn't meet its goals and will be
closing after a going-out-of-business sale expected to run through
October, Clint Engel at Furniture Today reports, citing James
Shrawder, president and majority stakeholder of the firm's owner,
Severegn Furniture Management.

Furniture Today relates that Gallahans escaped bankruptcy in 2007
under a slightly different name and different owner.  In January
that year, Severegn Furniture acquired some of the assets of
Gallahans Home Furnishings and acquired the lease on the store
from Stone-Lee, the report says.

Mr. Shrawder said in a press release, "Our business plan called
for a 12- to 18-month turnaround effort and although expenses were
reduced and sales are up 8% this year over last year, Gallahans
just simply fell short of our performance requirements."  
According to Furniture Today, Mr. Shrawder had projected that
sales from the Gallahans showroom could reach $20 million in 2007.

Furniture Today states that Mr. Shrawder indicated that current
economic climate might have been a factor in closing Gallahans.  
"We believe that it is financially irresponsible to continue
business as usual based on the hope that the economy will turn any
time soon," the report quoted Mr. Shrawder as saying.

Mr. Shrawder said that Severegn Furniture will keep supporting
Gallahans until all orders are delivered and all customer service
issues are resolved, Furniture Today reports.

Gallahans of Fredericksburg sells furniture in Fredericksbrg,
Vancouver.


GENERAL MOTORS: Offering Retirement Incentives to Workers
---------------------------------------------------------
Reuters reports that General Motors Corp. is offering early
retirement incentives to about 28% of its 32,000 U.S. work force,
as part of its effort to reduce payroll expenses and conserve
cash.

GM spokesperson Dan Flores said on Friday that the offers would be
made to workers in areas where the firm wants to reduce work
force, KansasCity.com relates.  According to Reuters, a person
familiar with the plan said that the incentives were offered to
about 9,000 workers, who are given 45 days to consider the
package.  GM spokesperson Tom Wilkinson said that workers eligible
for the incentives will receive sealed, individualized offers
based on age, years of service and work history, Free Press
states.

The retirement incentives GM is offering includes an option to
roll over lump-sum severance payments into employees' 401(k) plans
or Individual Retirement Accounts, Jeff Green at Bloomberg News
relates, citing Mainstay Capital Management, LLC's Chief Executive
Officer and Chief Investment Strategist, David Kudla.

GM said on July 15 it would cut 20% of its salaried-worker costs
in the U.S. and Canada by Nov. 1, according Edomonton Journal.  GM
aims to boost liquidity by $15 billion through the end of 2009,
Bloomberg states.  

                    About General Motors

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

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

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.


GSC ABS: Fitch Junks Ratings on Three Classes of Notes
------------------------------------------------------
Fitch Ratings has downgraded, assigned Distressed Recovery
ratings, and removed from Rating Watch Negative six classes of
notes issued by GSC ABS CDO 2006-4u Ltd. These rating actions are
effective immediately:

--$470,328,757 class A-S1VF notes to 'CC/DR5' from 'BBB-';
--$85,000,000 class A1 notes to 'C/DR6' from 'BB-';
--$45,000,000 class A2 notes to 'C/DR6' from 'B-';
--$45,000,000 class A3 notes to 'C/DR6' from 'CC';
--$33,000,000 class B notes to 'C/DR6' from 'CC';
--$10,000,000 class C notes to 'C/DR6' from 'CC'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically from subprime residential mortgage
backed securities (RMBS).

GSC ABS CDO 2006-4u, Ltd. is a hybrid cash and synthetic arbitrage
collateralized debt obligation (CDO) which closed Oct. 6, 2006,
and is managed by GSC Group. The portfolio is composed primarily
of subprime RMBS (94.4%) and 2006 vintage Structured Finance (SF)
CDOs with exposure to subprime RMBS (4.8%). Subprime RMBS of the
pre-2005, 2005, 2006, and 2007 vintages account for approximately
0.3%, 40.8%, 51.6%, and 1.7% of the portfolio, respectively.

Since the last review conducted in November 2007, approximately
81.3% of the portfolio has been downgraded. The portion of the
portfolio rated below investment grade is now 94.8% while 4.1% of
the portfolio is currently on Rating Watch Negative.

As of Oct. 31, 2007 the deal entered an Event of Default as a
result of the sum of the net outstanding portfolio collateral
balance and the balance of the short synthetic security reserve
account totaling less then the sum of the commitment amount pus
the aggregate outstanding amount of the class A-A1VF notes plus
the aggregate outstanding amount of the class A1 notes. On Nov. 5,
2007, the Majority of the controlling class notified the trustee
of an acceleration of maturity. Consequently, interest proceeds
that would otherwise be payable to the classes A-1, A-2, A-3, B,
and C are being diverted to the guaranteed investment contract
(GIC) account in reduction of class A-S1VF as the remaining
unfunded notional amount. Fitch expects classes A1, A2, A3, B, and
C notes to receive no future interest or principal.

The ratings of the class A-S1VF, A1 and A2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date. The
ratings of the class A3, B and C notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.


HIGHGATE LTC: Court Approves Asset Sale to Oasis HC for $22 Mil.
----------------------------------------------------------------
The Hon. Robert E. Littlefield, Jr. of the United States
Bankruptcy Court for the Northern District of New York approved
the sale of substantially all of the assets of Highgate LTC
Management LLC and its debtor-affiliate to Oasis HC LLC, under an
asset purchase agreement dated Aug. 12, 2008, proposed by Marck I.
Fishman, the appointed Chapter 11 Trustee of the Debtors' cases.

Oasis HC will pay $22 million, subject to any adjustments, to the
Chapter 11 Trustee.  The closing will be held at the offices of
Moritt Hock Hamroff & Horowitz LLP at 400 Garden City Plaza in
Garden City, New York.

According to Bloomberg News, secured lender General Electric
Capital Corp. will use $1.6 million from the purchase price to
complete a settlement with the New York State Department of
Health.  The Debtors owe $23 million in claims to GECC.

The Debtors, Bloomberg relates, valued the assets between
$32 million and $40 million.

The Chapter 11 Trustee will be paid $750,000 from the purchase
price as part of the transaction.

Marcus and Millichap was retained by the Chapter 11 Trustee to
market the Debtors' assets.

A full-text copy of the Debtors' asset purchase agreement dated
Aug. 12, 2008, is available in two parts for free at:

          http://ResearchArchives.com/t/s?3193

          http://ResearchArchives.com/t/s?3194

                      About Highgate LTC

Headquartered in Niskayuna, New York, Highgate LTC Management LLC
operates nursing homes.  The company and its affiliate, Highgate
Manor Group, LLC, filed for Chapter 11 protection on April 16,
2007 (Bankr. N.D.N.Y. Lead Case No.07-11068).  J. Ted Donovan,
Esq., at Finkel Goldstein Rosenbloom & Nash, LLP, represents the
Debtors in their restructuring efforts.

The U.S. Trustee for Region 2 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Robert C. Yan, Esq.,
at Farrel Fritz P.C., represents the Committee.

The Court appointed Mark I. Fishman, Esq., at Neubert, Pepe &
Monteith, P.C., as Chapter 11 Trustee following allegations that
the Debtors violated several health laws and falsified records.

When the Debtors filed for protection from their creditors, they
listed assets of less than $50,000 and debts between $1 million
and $100 million.


HSPI DIVERSIFIED: Moody's Further Junks Ratings on Senior Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by HSPI Diversified CDO Fund I, Ltd., and
left on review for possible further downgrade rating of one of
these classes of notes as:

Class Description: U.S. $22,900,000 Class S Senior Secured
Floating Rate Notes due 2014

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

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

Class Description: U.S. $384,000,000 Class A-1 Advance Swap
Agreement, dated December 12, 2006

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

   -- Current Rating: Ca

Class Description: U.S. $52,000,000 Class A-2 Senior Secured
Floating Rate Notes due 2052

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $77,000,000 Class A-3 Senior Secured
Floating Rate Notes due 2052

   -- Prior Rating: Ca

   -- Current Rating: C

HSPI Diversified CDO Fund I, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.  The transaction experienced, as reported by the
Trustee on May 12, 2008, an event of default caused by a failure
of the Class A-2 Par Value Ratio to be greater than or equal to
90%, as described in Section 5.1(g) of the Indenture dated
Dec. 12, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating actions taken with regards to the Class A-1 Advance
Swap Agreement, the Class A-2 Notes and the Class A-3 Notes
reflect continuing deterioration in the credit quality of the
underlying portfolio and the increased expected loss associated
with the transaction.  Losses are attributed to diminished credit
quality on the underlying portfolio.

Moody's decision to downgrade the rating of the Class S Notes
reflects the risk that liquidation of the Collateral may be
selected as the post-Event of Default remedy by the controlling
parties.  The liquidation of the CDO collateral may result in a
probability of repayment and a severity of loss that are
inconsistent with an investment-grade rating.


INOVA TECHNOLOGY: Malone & Bailey Expresses Going Concern Doubt
---------------------------------------------------------------
Malone & Bailey, PC, raised substantial doubt about the ability of
Inova Technology, Inc., to continue as a going concern after
auditing the company's financial statements for the year ended
April 30, 2008.  

According to the auditing firm, Inova requires significant amount
of cash in its operations and does not have sufficient cash to
fund its operations for the next 12 months, which raises
substantial doubt about its ability to continue as a going
concern.

Inova incurred recurring losses from continuing operations of
$651,752 and $540,649 in 2008 and 2007, respectively, has a
working capital deficit of $2,719,959 and has an accumulated
deficit of $1,653,351.  These conditions raise substantial doubt
as to Inova's ability to continue as a going concern.  To address
these concerns, Inova's management is trying to raise additional
funds and continue to increase revenues from its current
businesses.

The company posted a net loss of $976,062 on total revenues of
$5,442,402 for the year ended April 30, 2008, as compared with a
net loss of $1,692,123 on total revenues of $1,615,187 in the
prior year.

                       Result of Operations

Total revenues net sales increased from $1,615,187 for the 12
months ended April 30, 2007, to $5,442,402 for the 12-month period
ended April 30, 2008.  

This is primarily the result of revenues produced from the
acquisition of Desert Communications.  Desert was acquired on Dec.
21, 2007; therefore the revenue for Inova for the 12 months ended
April 30, 2008, only includes revenue from Desert for the period
from Dec. 21, 2007, to April 30, 2008.

The company's selling, general and administrative expenses
increased from $1,546,551 for the 12 months ended April 30, 2007,
to $2,195,557 for the same period in 2008.  This is primarily the
result of the expenses from Desert.

Last fiscal year, the company reported a net loss from continuing
operations in the amount of $540,649; this loss increased to
$976,062 for the fiscal year ended April 30, 2008.  Much larger
interest expenses caused the increased operating losses based on
the significant borrowings associated with acquisitions.

The company expects revenues to continue to increase as a result
of the acquisition of Desert.  In addition, once the company pays
off the debt incurred to acquire Desert, cash flow should improve
considerably.

                  Liquidity and Capital Resources

The company's operating activities for the 12 months ended
April 30, 2008, did not generate adequate cash to meet its
operating needs and was partly funded by borrowing of cash from
related parties.

As of April 30, 2008, the company had cash and cash equivalents
totaling $12,167.

Management believes existing cash together with any cash generated
from operations will be not be sufficient to meet normal operating
requirements including capital expenditures for the next 12
months.  The company may need to sell additional equity or debt
securities or obtain credit facilities to further enhance its
liquidity position and finance acquisitions, and the sale of
additional equity securities could result in additional dilution
to its stockholders.

                       Balance Sheet

At April 30, 2008, the company's balance sheet showed $10,484,356
in total assets, $9,082,408 in total liabilities, and $1,401,948
in total stockholders' equity.
  
The company's consolidated balance sheet at April 30, 2008, showed
strained liquidity with $3,550,316 in total current assets
available to pay $6,270,275 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?319a

                      About Inova Technology

Based in Santa Monica, Calif., Inova Technology, Inc. (Other OTC:
IVTH) -- http://www.inovatechnology.com/-- develops and sells  
radio frequency identification products and services.  Inova is
focused on developing solutions that prevent counterfeit of luxury
goods and pharmaceuticals.


INTEGRATED MEDIA: March 31 Balance Sheet Upside-Down by $10.4 MM
----------------------------------------------------------------
Integrated Media Holdings Inc. filed on Aug. 25, 2008, an
amendment to its Quarterly Report on Form 10-QSB for the period
ended March 31, 2008.

The quarterly report was originally filed with the Securities and
Exchange Commission on May 20, 2008.

In connection with the company's audit of TeleChem International
Inc. for the years ended Dec. 31, 2007 and 2006, management
uncovered that:

a) The Pediatrix legal suit continued to remain in
    mediation and therefore management determined it was no-
    longer appropriate to defer legal costs associated with the
    defence of the legal suit.

b) On May 19, 2008, the company incurred a default judgment for
    outstanding invoices including interest thereon, relating to
    prior periods.

c) Warrants issued on Jan. 19, 2008, were not reflected in the
    financial statements for the three months ended March 31,  
    2008.

d) Reverse merger accounting was refined.

At March 31, 2008, the company's restated balance sheet showed
consolidated assets of $1,457,742, consolidated liabilities of
$11,898,487, resulting in a consolidated stockholders' deficit of
$10,440,745.

The company's restated balance at March 31, 2008, also showed
strained liquidity with $1,145,892 in total current assets
available to pay $10,124,657 in total current liabilities.

The company reported a restated net loss of $400,176 on total
revenues of $852,372 for the first quarter ended March 31, 2008,
compared with a restated net loss of $729,287 on total revenues of
$1,020,749 in the same period of 2007.

Cost of sales were $762,842 and $614,273 and gross profits were
$89,530 and $406,476 for the three months ended March 31, 2008,
and 2007, respectively.  During the first quarter of 2008
management of the company continued to be distracted by the
Pediatrix legal suit resulting in less than anticipated results.  
With the conclusion of the legal action, the company anticipates a
return to higher sales and the improved gross margins experienced
in former years.

Legal expenses of $22,953 were incurred during the three months
ended March 31, 2008, which were significantly less than the
$726,553 incurred during the three months ended March 31, 2007.   
The conclusion of the trial stage of the Pediatrix law suit during
2007 accounts for most of the reduction.

The three months ended March 31, 2007, include income from
discontinued operations of $441,154 resulting from the Endavo,
Bidchaser and WV Fiber subsidiaries.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008 (as restated), are
available for free at http://researcharchives.com/t/s?3199  

                       Going Concern Doubt

IMHI has a working capital deficit of $8,978,765, a stockholders'
deficit, and recurring net losses.  These factors create
substantial doubt about IMHI's ability to continue as a going
concern.

                      About Integrated Media

Headquartered in Sunnyvale, Calif., Integrated Media Holdings Inc.
(OTC BB: IMHI) -- http://www.arrayit.com/-- is a holding company.  
Through its merger with TeleChem International Inc., the company
has undertaken a new strategic and business direction to become
primarily a biotechnology company.

TeleChem's business activities are in the life sciences, chemical
trading and disease diagnostics areas.  TeleChem's chemicals
division provides customers with the raw materials required for
plastics, water soluble fertilizers, and alternative fuels.  
TeleChem entered the biotechnology sector with the creation of the
Arrayit(R) Life Sciences Division in 1996.  Because of the public
interest in the Human Genome Project and microarray technology,
TeleChem focused on micro-array products and services for the
research, pharmaceutical and diagnostics markets.


INTERSTATE BAKERIES: In Final Stages of Negotiating Ch. 11 Plan
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated Sept. 2, 2008, Interstate Bakeries Corporation
disclosed that is "in the final stages" of negotiating with
certain parties, a plan of reorganization and the terms of their
debtor-in-possession financing, which will enable the company to
emerge from Chapter 11 as a stand-alone entity rather than having
to liquidate.

Kent B. Magill, IBC's executive vice president, general counsel
and corporate secretary, disclosed that, pursuant to the
agreements, lenders under IBC's DIP credit facility would agree
to extend the term and increase the amounts available for the
company under the DIP Facility, upon reaching an agreement-in-
principle with a proposed equity sponsor of the reorganization
plan.

Mr. Magill, however, noted that while recent negotiations have
narrowed issues among parties with respect to terms of a final
reorganization plan of IBC, it is possible that a final agreement
may not be realized, absent compromises reached from many of the
plan's constituencies.  

Similarly, with certain issues that remain unresolved, final
terms and implementation of the agreements cannot be assured, Mr.
Magill said.

To recall, IBC closed on its amended and restated DIP revolving
credit agreement in May 2008, with, among other lender parties,
JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent.  Under the terms of the Amended and Restated DIP Agreement,
the amount available for borrowing has been increased from
$200,000,000 to $249,700,000.  The Agreement will mature on
Sept. 30, 2008.

In August 2008, the International Brotherhood of Teamsters said
it had successfully negotiated a "new financial plan" between
third-party investor, Ripplewood Holdings, a New York-based hedge
fund, and creditors of IBC, to save the company from liquidation.  
The Teamsters said the deal is critical to IBC's recovery from
bankruptcy, and to the job security of the company's 9,500 Union-
represented employees.

               2008 Annual Report Will be Delayed

IBC's Board of Directors is hopeful that the required parties
will reach agreement within the next few days, so that the
company can file its annual financial report for the year ended
May 31, 2008.

Failure to increase the amounts available and extend the term of
the company's DIP Facility would have a material impact on, among
other things, IBC's liquidity and the valuation of its assets,
which would need to be reflected in the Annual Report so as
to ensure it is not misleading, Mr. Magill said.

"[W]e expect to report significant adverse changes to our results
of operations for the fiscal year ended May 31, 2008 compared to
the fiscal year ended June 2, 2007," Mr. Magill further
explained.  "Our fiscal 2008 financial results continued to
decline significantly as a result of challenges associated with,
among other things:

     (i) operating our business under the restrictions imposed by
         the Chapter 11 process and in compliance with the
         limitations contained in the DIP Facility;

    (ii) reduced demand for our products;

   (iii) declining revenue;

    (iv) significant upward cost pressure, including with respect
         to commodity prices;

     (v) intense price competition;

    (vi) substantial and largely fixed costs associated with our
         production and distribution facilities; and

   (vii) rising labor costs."

Because any failure to extend the maturity date and increase the
amounts available to IBC under the DIP Facility as contemplated
would have a material impact on the going concern nature of the
company's financial statements, we are unable to provide a
reasonable estimate of results at this time, Mr. Magill
disclosed.

The company expects to file its Annual Report on Form 10-K
on Sept. 15, 2008.

                        About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


JOHN HURLEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: John A. Hurley
             Janice L. Hurley
             332 South Peralta Hills Drive
             Anaheim Hills, CA 92807

Bankruptcy Case No.: 08-15285

Chapter 11 Petition Date: August 29, 2008

Court: Central District of California

Judge: Theodor Albert

Debtors' Counsel: Paul V. Reza, Esq.
                  (pvr@apcx.net)
                  30131 Town Center Drive, Suite 247
                  Laguna Niguel, CA 92677
                  Tel: (949) 496-0718
                  Fax: (949) 496-7654

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

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

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

            http://bankrupt.com/misc/cacb08-15285.pdf


KAMAYAN HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kamayan Holdings, LLC
        2105 Sidney Baker
        Kerrville, TX 78028

Bankruptcy Case No.: 08-52518

Chapter 11 Petition Date: August 29, 2008

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  Langley & Banack, Inc.
                  745 E. Mulberry Ave., Ste. 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                     Email: wrdavis@langleybanack.com

Estimated Assets: $2,989,262

Estimated Debts: $2,509,937

A copy of Kamayan Holdings, LLC's petition is available for
free at:

      http://bankrupt.com/misc/txwb08-52518.pdf


KENT FUNDING: Moody's Further Junks Ratings on Three Senior Notes
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
classes of notes issued by Kent Funding II, Ltd. and left on
review for possible further downgrade the ratings of two of these
classes of notes as:

Class Description: U.S. $8,000,000 Class X Senior Secured Interest
Only Notes due 2011

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

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

Class Description: U.S. $1,100,000,000 Class A-IA Senior Secured
Floating Rate Notes due 2046

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

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

Class Description: U.S. $63,000,000 Class A-2 Senior Secured
Floating Rate Notes due 2046

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $51,700,000 Class B Senior Secured
Floating Rate Notes due 2046

   -- Prior Rating: Ca

   -- Current Rating: C

Kent Funding II, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of Structured Finance securities.  The
transaction experienced, as reported by the Trustee on June 11,
2008, an event of default as described in Section 5.1(i) of the
Indenture dated May 9, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

The rating actions taken with regards to the Class A-1A Notes, the
Class A-2 Notes and the Class B Notes reflect continuing
deterioration in the credit quality of the underlying portfolio
and the increased expected loss associated with the transaction.
Losses are attributed to diminished credit quality on the
underlying portfolio.

Moody's decision to downgrade the rating of the Class X Notes
reflects the risk that liquidation of the Collateral may be
selected as the post-Event of Default remedy by the controlling
parties.  The liquidation of the CDO collateral may result in a
probability of repayment and a severity of loss that are
inconsistent with an investment-grade rating.  The remaining
rating downgrades taken reflect the increased expected loss
associated with each tranche.


KRIS INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kris International, LLC
        5193 Peachtree Industrial Blvd
        Atlanta, GA 30341

Bankruptcy Case No.: 08-77267

Type of Business: The Debtor operates a wholesale market offering   
                  imported and organic fruits and vegetables.          
                  Fresh seafood, wines, beer and other beverages       
                  from around the world are also available, as
                  well as unique food items from practically every
                  country and culture around the globe.

Chapter 11 Petition Date: September 1, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William L. Rothschild, Esq.
                  (br@eorlaw.com)
                  Ellenberg, Ogier, Rothschild & Rosenfeld
                  170 Mitchell Street, S.W.
                  Atlanta, GA 30303-3424
                  Tel: (404) 525-4000

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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

             http://bankrupt.com/misc/ganb08-77267.pdf


LANDSOURCE COMMUNITIES: Sec. 341 Meeting Rescheduled to Sept. 9
---------------------------------------------------------------
The first meeting of creditors of LandSource Communities
Development LLC and its debtor affiliates pursuant to Section 341
of the Bankruptcy Code, has been rescheduled to September 9,
2008, at 2:00 p.m.

The Meeting will be held at the U.S. Federal Building; 844 King
Street, Room 2112, in Wilmington, Delaware.

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

                    About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.

The Debtors' exclusive plan filing period expires on Oct. 6, 2008.
(LandSource Bankruptcy News, Issue No. 11;
http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: KDB Proposes to Acquire 25% Stake, Report Says
---------------------------------------------------------------
Korea Development Bank has proposed to acquire a 25% stake in U.S.
investment bank Lehman Brothers Holdings Inc., reports citing
Chosun Ilbo, South Korea's largest mass-circulation daily, say.  
Dow Jones reports that KDB is prepared to pay at least
$4.4 billion for the stake.  Associate Press say KDB could offer
as much as $5.3 billion.

Korea Development Bank is in talks to buy a stake in the
securities firm, Chief Executive Officer Min Euoo Sung said,
according to Bloomberg News.  He refused to comment further.  

According to Dow Jones KDB has proposed to ask for the right to
subsequently increase its stake in Lehman Brothers to 40% to 50%
and for the separation of Lehman's bad assets.  The segregation
will be done by creating a "bad bank" and write down as much as
possible on non-risk assets through due diligence before
investing, Dow Jones reports citing Chosun Ilbo.

Observers are advising KDB to bid with caution.  As reported by
the TCR on Aug. 28, 2008, analyst told the Wall Street Journal
that Lehman Brother may incur at least $2 billion in net loss and
more than $3 billion in write-downs in the present quarter that
would subject Richard Fuld Jr., chairman and chief executive
officer of Lehman Brothers, under pressure to improve the firm's
financial health by mid-September.

KDB could bid against one of the top three major U.S.-based hedge
funds, HSBC and a Chinese bank to acquire a stake in Lehman, the
report said.

Lehman has been struggling to keep up with the losses it had to
take in marking to market its mortgage assets, and is exploring
options to raise capital.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an       
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LE JARDIN: Files for Chapter 11 Bankruptcy in Georgia
-----------------------------------------------------
Le Jardin LLC and four of its affiliates filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of
Georgia to stave off a foreclosure, Bloomberg News reports.

In August, secured lender Fairfield Financial Services Inc.
initiated a foreclosure on the company's project, Bloomberg says.      
Its secured lender set to foreclose the project on Sept. 2, 2008,
the report notes.

The company listed assets and debts between $10 million and $50
million each, Bloomberg says.  The company owes $7 million to
unsecured creditors including Ruppert Nurseries Inc. owed $1.5
million in claims, the report adds.

Bloomberg, citing papers filed with the Court, says the company
filed to protect their interest in the project and to use the
provisions available under Chapter 11.

Based in Atlanta, Le Jardin LLC, is a property developer.


L.I.D. LTD: U.S. Trustee Wants Counsel's Compensation Held Back
---------------------------------------------------------------
Diana Adams, the U.S. Trustee for Region 2, objects to the final
fee application by Avrum J. Rosen PLLC in L.I.D. Ltd.'s Chapter 11
case.

The Law Offices of Avrum Rosen, the counsel for the Debtor, had
asked the U.S. Bankruptcy Court for the Southern District of New
York for approval of its final fee application, for services it
rendered to the Debtor during the period between Aug. 1, 2007 to
July 23, 2008.  The total fees amounted to $519,500, plus expenses
of $31,823.

Ms. Adams asks the Court to reduce any fees awarded to Avrum Rosen
by a percent reduction pending the final resolution of the
Debtor's case.  She says that the firm's results achieved in this
case are still unknown, and that the Debtor's Chapter 11 plan has
not yet been confirmed.  Thus, a reduction of the said amounts
would be currently proper, pending final fee applications for all
professionals.

Based in New York, L.I.D. Ltd., a jeweler, filed for Chapter 11
protection on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725).  
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  No
case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LINEAR TECHNOLOGY: June 29 Balance Sheet Upside-Down by $433.9MM
----------------------------------------------------------------
Linear Technology Corp.'s consolidated balance sheet at June 29,
2008, showed $1.58 billion in total assets and $2.02 billion in
total liabilities, resulting in a $433.9 million stockholders'
deficit.

The company reported net income of $387.6 million on revenues of
$1.17 billion for the year ended June 29, 2008, compared with net
income of $411.7 million on revenues of $1.08 billion for the year
ended July 1, 2007.

The increase in revenue was primarily due to the company selling
more units into the industrial, communication, automotive,
military and computer end-markets while the high-end consumer end-
market decreased slightly.  The average selling price ("ASP") for
fiscal year 2008 decreased slightly to $1.56 per unit compared to
$1.60 per unit in fiscal year 2007.  

Gross profit for the fiscal year ended June 29, 2008 was
$908.1 million, an increase of $66.6 million or 8% over gross
profit of $841.6 million in fiscal year 2007.  Gross profit as a
percentage of revenues was 77.3% of revenues in fiscal year 2008
as compared to 77.7% of revenues in fiscal year 2007.  The
decrease in gross profit as a percentage of revenues in fiscal
year 2008 was primarily due to increases in profit sharing, a
decrease in ASP and an increase in raw material costs such as
gold.  These increases were partially offset by lower stock-based
compensation of $3.6 million and improved factory efficiency on
higher sales volumes.

Research and development expense for the fiscal year ended June
29, 2008, was $197.1 million, an increase of $13.5 million or 7%
over R&D expense of $183.6 million in fiscal year 2007.  The
increase in R&D was due to an $11.4 million increase in
compensation costs related to new employees, primarily circuit
designers and support engineers, and annual salary increases.  The
increase in R&D expense was also due to higher costs related to
profit sharing, which increased $5.0 million.  In addition, the
company had a $1.7 million increase in other R&D related expenses
such as legal costs, mask costs and small tool charges.  
Offsetting these increases was a $4.6 million decrease in stock-
based compensation.

Selling general and administrative expense for the fiscal year
ended June 29, 2008, was $142.4 million, an increase of
$8.7 million or 7% over SG&A expense of $133.7 million in fiscal
year 2007.  The increase in SG&A was due to a $7.5 million
increase in compensation costs related to new employees, primarily
field sales engineers and annual salary increases.  In addition to
compensation costs the company had a $3.7 million increase in
profit sharing, a $1.3 million increase in legal expenses and a
$700,000 increase in other SG&A costs.  Offsetting these increases
was a $4.5 million decrease in stock-based compensation.

Interest expense for the 12 months ended June 29, 2008, was $57.8
million, an increase of $45.7 million over interest expense of
$12.1 million in fiscal year 2007.  The increase in interest
expense was due to the company's issuance of $1.7 billion
Convertible Senior Notes during the fourth quarter of fiscal year
2007 bearing interest at 3.0% and 3.125%.  Interest expense for
fiscal year 2008 is primarily comprised of convertible debt
interest, amortization of the convertible debt discount and
amortization of issuance costs.

Interest income for the 12 months ended June 29, 2008, was $30.1
million, a decrease of $27.6 million or 48% from interest income
of $57.7 million in fiscal year 2007.  Interest income decreased
due to the company's lower average cash and cash equivalents and
marketable securities balances as the company used $1.3 billion of
its cash to fund a portion of its $3.0 billion accelerated share
repurchase transaction during the fourth quarter of fiscal year
2007.

The company's effective tax rate was 28.3% in fiscal year 2008 and
27.8% in fiscal year 2007.  The increase in the effective tax rate
was primarily due to lower R&D tax credits as the related tax
benefit expired as of Dec. 31, 2007.  In addition, the effective
tax rate is higher due to lower tax-exempt interest income and the
expiration of the ETI export tax benefit when compared to fiscal
year 2007.  Offsetting these increases to the effective tax rate
was an increase in foreign earnings in lower tax jurisdictions,
higher domestic production tax benefits and the impact of
quarterly discrete adjustments.

                 Liquidity and Capital Resources

At June 29, 2008, cash, cash equivalents and marketable securities
totaled $966.7 million and working capital was $1.07 billion.   

During fiscal year 2008, the company generated $530.3 million of
cash from operating activities, $15.5 million net proceeds from
the sale of a strategic investment in a privately held company,
$82.4 million in proceeds from common stock issued under employee
stock plans, and $12.7 million from excess tax benefits received
on the exercise of stock awards.  During fiscal year 2008,
significant cash expenditures included $337.4 million of net
purchase of short-term investments, $99.0 million for repurchases
of common stock, payments of $176.7 million for cash dividends to
stockholders, and purchases of $35.3 million for capital assets.  

Historically, the company has satisfied its quarterly liquidity
needs through cash generated from operations.  The company said
that given its strong financial condition and performance, it  
believes that current capital resources and cash generated from
operating activities will be sufficient to meet its liquidity,
capital expenditures requirements, and debt retirement for the
foreseeable future.

Full-text copies of the company's consolidated financial
statements for the year ended June 29, 2008, are available for
free at http://researcharchives.com/t/s?3197

                     About Linear Technology

Headquartered in Milpitas, California, Linear Technology
Corporation (NasdaqGS: LLTC) -- http://www.linear.com/-- is a   
manufacturer of linear integrated circuits.  Linear Technology
products include high performance amplifiers, comparators, voltage
references, monolithic filters, linear regulators, DC-DC  
converters, battery chargers, data converters, communications
interface circuits, RF signal conditioning circuits, uModule(TM)
products, and many other analog functions.  Applications for
Linear Technology' high performance circuits include   
telecommunications, cellular telephones, networking products such
as optical switches, notebook and desktop computers, computer
peripherals, video/multimedia, industrial instrumentation,  
security monitoring devices, high-end consumer products such as
digital cameras and MP3 players, complex medical devices,   
automotive electronics, factory automation, process control, and
military and space systems.


LINENS N THINGS: Wants Exclusive Period to File Plan to Nov. 28
---------------------------------------------------------------
Linens 'n Things, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

   (a) file a plan through November 28, 2008; and

   (b) solicit and obtain acceptances of that plan through
       January 27, 2009.

The exclusive periods within which Chapter 11 debtors may file a
plan and solicit acceptances of the plan are intended to afford
debtors a full and fair opportunity to rehabilitate their
business and to negotiate and propose a reorganization plan
without the deterioration and disruption of their business that
might be caused by the filing of competing plans by non-debtor
parties.

Section 1121(c)(3) of the Bankruptcy Code provides that, if a
debtor proposes a plan within the exclusive filing period, it has
a period of 180 days after the Petition Date to obtain
acceptances of the plan.

Section 1121(d) further grants the Court authority to extend the
exclusive periods "for cause" after notice and a hearing.

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, contends that the sought extension is
warranted because the Debtors' business operations are
exceedingly large and complex.  He adds that the Debtors have
been busy negotiating the terms of their recently-filed plan of
reorganization with creditors and parties-in-interest.

The Debtors believe that their postpetition lenders, the ad hoc
committee of senior secured noteholders, and the Official
Committee of Unsecured Creditors fully support the Debtors' plan
process.

The facts present in the Chapter 11 cases demonstrate ample
"cause" to grant the requested extensions of the exclusive
periods, Mr. Collins says.  He points out that in addition to the
Plan process, the Debtors have expended tremendous efforts over
the past 120 days to stabilize their businesses, implement a
$700,000,000 DIP Credit Facility, prepare a detailed go-forward
business plan and conduct store closing sales at unprofitable
locations.

Mr. Collins further asserts that the Debtors have made a great
deal of progress in their cases with respect to other tasks,
including the approval of a postpetition trade vendor program to
promote normalized credit terms with the Debtors' trade vendor
community, and the marketing of the leases at their retail
locations subject to ongoing store closing sales to maximize
value to the bankruptcy estates.

Judge Sontchi will convene a hearing on September 23, 2008, at
10:00 a.m., to consider the Debtors' request.  Pursuant to
Del.Bankr.LR 9006-2, the Debtors' exclusive plan filing period is
automatically extended until the conclusion of that hearing.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Court OKs Closure of 11 Stores Instead of 28
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Linens 'n Things, Inc., and its debtor-affiliates to:

   (i) close 11 stores, which is 17 stores less than the original
       request of 28,

  (ii) conduct store closing sales at the Closing Stores starting
       on August 29, 2008, and

(iii) put the liquidation assets to the agent in accordance with
       the parties' Agency Agreement.

Prior to its approval, the Debtors notified the Court and parties-
in-interest that 17 stores were taken off the list as a result of
their discussions with landlords.

The remaining 11 Closing Stores are:

   Store No.             Location
   ---------             --------
   121 Orlando           300 Galleria Parkway, 12th Floor
                         Atlanta, Georgia 30339

   208 Norcross          45 Ansley Drive
                         Newnan, Georgia 30263

   252 Matairie          3301 Veterans Memorial Boulevard
                         Matairie, Louisiana 70002

   387 Sterling          7200 Wisconsin Avenue - Suite 400
                         Bethesda, Maryland 20814

   422 Cincinnati        One Independent Drive - Suite 520
                         Jacksonville, Florida 32202

   424 Towson            3333 New Hyde Park Road - Suite 100
                         New Hyde Park, New York 11042-0020

   439 Scottsdale        1901 Avenue of the Stars - Suite 855
                         Los Angeles, California 900067

   470 Portland          1405 Jantzen Beach Supercenter
                         Portland, Oregon 97217

   524 Issaquah          251 Oceano Drive
                         Los Angeles, California 90049

   1174 Chicago          300 Campus Drive, 3rd Floor
                         Florham Park, New Jersey 7932

   1195 El Segundo       321 12th Street, Suite 200
                         Manhattan Beach, California 90266

The Court noted that all objections to the request are overruled,
to the extent they were not previously withdrawn or resolved.

The Court also authorized the Debtors to exercise the "put
option" manner, upon which the Debtors intend to auction off
their inventory and owned furniture, fixtures and equipment with
respect to the Closing Stores.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Court Extends Deadline to Remove Civil Actions
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
extend the time by which Linens 'n Things and its debtor-
affiliates may file notices of removal of civil actions and
proceedings through and including October 29, 2008, pursuant to
Rule 9006(b) of the Federal Rules of Bankruptcy Procedure.

The Debtors are parties to numerous lawsuits, and are still
assessing the lawsuits to determine whether removal is warranted,
relates Mark D. Collins, Esq., at Richards, Layton & Finger P.A.,
in Wilmington, Delaware.  He notes that the key management
personnel conducting the review are also actively involved in the
Debtors' reorganization, and have yet to finish the analysis as
to whether or not any of the pending suits should be removed.  As
a result, the Debtors require additional time to consider filing
notices of removal of the Civil Actions.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS N THINGS: Court Approves $20MM Severance Plan
----------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the Severance Plan of Linens 'n Things, Inc., and its
debtor-affiliates, in part, and authorized the Debtors to
implement the plan solely for the requested non-insider employees
supporting their remaining stores.  The Court held that no
payments will be made pursuant to the Severance Plan to employees
above the level of district manager absent further Court order.

The Court ruled that an employee will not be considered
"terminated," and will not be entitled to receive payment under
the Severance Plan if substantially all of the Debtors' assets
are sold, and the employee is not employed by the purchaser in a
position earning compensation equal to at least 90% of that
employee's compensation immediately prior to the sale.

Payments made to any specific employee on account of the
Severance Plan will be reduced dollar-for-dollar by any "store
line" bonus payments, including "shrinkage" related bonus
beginning August 28, 2008, and going forward, Judge Sontchi
noted.

The Court will consider all other relief requested by the
Debtors, including consideration of the Severance Plan with
respect to the 546 employees at the Debtors' home office, on the
hearing scheduled for September 10, 2008 at 10:00 a.m.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon,
Laura Ashley, Croscill, Waverly, and the company's own label.
Linens 'n Things was acquired by private equity firm Apollo
Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., J7ohn
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LINENS 'N THINGS: To Close Surprise Bedding & Housewares Store
--------------------------------------------------------------
Erin Zlomek at The Arizona Republic reports that Linens 'n Things,
Inc. will close its bedding and housewares store at the Surprise
Towne Center plaza by year-end.

According to The Republic, the store, which was opened in 2002,
was one of the 177 underperforming locations Linens 'n Things will
close.

The Republic relates that Linens 'n Things had disclosed that it
would be closing 120 stores as part of its financial
reorganization.  To cut costs further, the company announced that
it would close 57 more stores, according to the report.

Linens 'n Things, says The Republic, is auctioning off to a third-
party company the rights to the store's final liquidation sale.

The Republic states that Linens 'n Things will close six more
stores at these shopping centers:

          -- Broadway Parc in Tucson,
          -- Prescott Gateway,
          -- Chandler Crossing,
          -- Crossroads Towne Center in Gilbert, and
          -- Tempe Marketplace.

"We expect an orderly wind down of business over the next few
months.  As for employees, where possible, we will try to
accommodate (them) at other stores," East Valley Tribune quoted
Linens 'n Things spokesperson, Susan Kenney, as saying.

Clifton, New Jersey-based Linens 'n Things, Inc. --
http://www.lnt.com/-- is the second largest specialty retailer
of home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of Dec. 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name as well as private label home furnishings
merchandise in the industry.  Linens 'n Things has some 585
superstores (33,000 sq. ft. and larger), emphasizing low-priced,
brand-name merchandise, in more than 45 states and about seven
Canadian provinces.  Brands include Braun, Krups, Calphalon, Laura
Ashley, Croscill, Waverly, and the company's own label.  Linens 'n
Things was acquired by private equity firm Apollo Management in
2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising Company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).  
Judge Christopher S. Sontchi presides over the case.

The Debtors' bankruptcy counsels are Mark D. Collins, Esq., John
H. Knight, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., provide Linens 'n Things with bankruptcy counsel.  
The Debtors' special corporate counsel are Holland N. O'Neil,
Esq., Ronald M. Gaswirth, Esq., Stephen A. McCaretin, Esq.,
Randall G. Ray, Esq., and Michael S. Haynes, Esq., at Morgan,
Lewis & Bockius, LLP.  The Debtors' restructuring management
services provider is Conway Del Genio Gries & Co., LLC.  The
Debtors' CRO and Interim CEO is Michael F. Gries, co-founder of
Conways Del Genio Gries & Co., LLC.  The Debtors' claims agent is
Kurtzman Carson Consultants, LLC.  The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc.  The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

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


LONGHORN CDO: Moody's Rates $11 Million Secured Notes at Caa1
-------------------------------------------------------------
Moody's Investors Service has withdrawn the rating on these notes
issued by Longhorn CDO (Cayman) Ltd.:

Class Description: U.S. $323,000,000 Class A-1 Floating Rate
Senior Secured Notes Due 2012

   -- Prior Rating: Aaa

   -- Current Rating: WR

According to Moody's, the rating action is a result of the notes
being redeemed in full.

In addition, Moody's downgraded and left on review for possible
downgrade these notes:

Class Description: U.S. $11,000,000 Class C Floating Rate Secured
Notes due 2012

   -- Prior Rating: B3

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

According to Moody's, this rating action is a result of the
deterioration in the credit quality of the transaction's
underlying collateral pool consisting primarily of senior secured
loans and bonds.


MICHAEL EDWARDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Michael Charles Edwards
        7523 Old Bridge Ct.
        Sugar Land, TX 77479

Bankruptcy Case No.: 08-35819

Chapter 11 Petition Date: September 1, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Jason Starks
                  (jstarks@starksgonzales.com)
                  Starks & Gonzales, P.C.
                  4141 Southwest Freeway, Suite 440
                  Houston, TX 77027
                  Tel: (713) 961-3555
                  Fax: (713) 961-3561

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

A copy of Debtor's petition, which includes a list of its 20
largest unsecured creditors is available for free at:

            http://bankrupt.com/misc/txsb08-35819.pdf


MIDWEST AIR: Has Fallen Behind Payments for Airport Gate Space
--------------------------------------------------------------
Midwest Air Group, Inc., has fallen behind in payments for gate
space at its hometown Milwaukee Mitchell International Airport,
says Lou Whiteman of The Deal.  Mr. Whiteman says that Midwest
Air, according to a story in Milwaukee's Journal Sentinel
newspaper, has made partial payments but is 30 days overdue on
more than $1 million in fees.

According to Mr. Whiteman, the report says Midwest, which was
purchased by a consortium led by TPG Capital for $450 million last
August, continues to contemplate a Chapter 11 reorganization as it
attempts to deal with high fuel prices.

Midwest Air's fate is likely tied to its success or failure in
reaching an agreement with its unions on pay cuts, Mr. Whiteman
reports.  Both sides have been quiet in recent weeks, but the
pilots say Midwest Air has asked to eliminate half of its 400
aviator jobs and wishes to reduce some wages by more than 50%,
according to Mr. Whiteman.

Oak Creek, Wisconsin-based Midwest Air Group Inc. --
http://www.midwestairlines.com/-- is a holding company of Midwest       
Airlines, Inc.  Midwest Airlines operates a passenger jet airline
that serves destinations throughout the United States from
Milwaukee, Wisconsin and Kansas City, Missouri.  Skyway Airlines,
Inc., dba Midwest Connect, is a wholly owned subsidiary of Midwest
Airlines and serves as the regional airline for the company.  
Midwest Airlines and Midwest Connect constitute the company's
segments.  It has three principal product offerings: Midwest
Airlines Signature Service, Midwest Airlines Saver Service and
Midwest Connect regional service.  As of Dec. 31, 2006, Midwest
Airlines Signature Service operated in 20 cities in the United
States, and Midwest Airlines Saver Service operated in 10 cities.  
Midwest Connect builds feeder traffic and provides regional
scheduled passenger service to cities primarily in the Midwest.  
Its subsidiaries provide aircraft charter services, transport air
freight and mail.  The company has a total of more than 3,000
workers.

As of Sept. 30, 2007, Midwest Air Group listed total assets of
$395,615,000, total liabilities of $331,810,000, and total
stockholders' equity of $63,805,000.


NATIONAL R.V.: Files Joint Chapter 11 Plan & Disclosure Statement
-----------------------------------------------------------------
According to Bankruptcy Data, National R.V. Holdings filed with
the U.S. Bankruptcy Court its Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.  

Included in the documents filed are the terms of an inter-company
settlement that generally provides for the substantive
consolidation of the Debtors' estates, Bankruptcy Data relates.  
The report states that proposed global settlement and compromise
also provides for distributions to holders of preferred and common
stock.

                        About National R.V.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its        
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.  Pachulski
Stang Ziehl & Jones LLP represents the Committee.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NETEFFECT INC: U.S. Trustee Sets Sept. 8 Organizational Meeting
---------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
case of NetEffect Inc. on Sept. 8, 2008, at 2:00 p.m. at J. Caleb
Boggs Federal Building at 844 King Street, Room 2112, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                       About NetEffect Inc.

Based in Austin, Texas, NetEffect Inc. is engaged in the Data
Network Solutions business.  The company filed for Chapter 11
reorganization on Aug. 27, 2008 (Bankr. D. Del. 08-12008).  Curtis
A. Hehn, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors
as counsel.  When the Debtor filed for protection from its   
creditors, it listed assets of between $500,000 and $1,000,000,
and debts of between $10,000,000 to $50,000,000.


NETWOLVES CORPORATION: Court Confirms Third Amended Plan
--------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida signed on Aug. 30, 2008, an order confirming NetWolves
Corporation's Third Amended Joint Disclosure Statement in
Connection with Third Amended Joint Plan of Reorganization.

Pursuant to the Plan, all outstanding shares of NetWolves' Common
Stock, Series A, Series B and Series C Preferred Stock will be
cancelled, effective Sept. 1, 2008.  Accordingly, all shares of
Common Stock, Series A, Series B and Series C Preferred Stock are
no longer in effect.

                         About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- provides telecommunications and         
Internet-managed services to more than 1,000 customers through its
neutral FCC-licensed carrier.  Some of NetWolves' customers
include General Electric, University of Florida, McLane Company,
JoAnn Stores and Marchon Eyewear.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NEW LIFE OF PERRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: New Life of Perry, Inc.
        P.O. Box 1981
        Perry, GA 31069

Bankruptcy Case No.: 08-52417

Type of Business: The Debtor is a religious organization.  See
                  http:www.newlifeofperry.com

Chapter 11 Petition Date: September 1, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: David Judah, Esq.
                  P.O. Box 86
                  Gordon, GA 31031
                  Tel: (478) 628-2144
                  Fax: (478) 628-5216
                  Email: judahlaw@bellsouth.net

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

Estimated Debts: $100,000 to $1,000,000

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

      http://bankrupt.com/misc/gamb08-52417.pdf


NEWPORT WAVES: Fitch Cuts Ratings for Sub-Classes of CDO Series 3
-----------------------------------------------------------------
Fitch Ratings has downgraded these sub-classes of Newport Waves
CDO Series 3 and removed the notes from Rating Watch Negative.  
These rating actions are effective immediately:

  -- CLP2,589,500,000 sub-class A6-CLP credit-linked notes due
     2017, to 'BBB-' from 'A';
  -- CLP5,401,000,000 sub-class A7-CLP credit-linked notes due
     2017, to 'BB+' from 'A-'.

The actions reflect Fitch's view on the credit risk of the rated
notes after the release of its new corporate CDO rating criteria.

Key drivers of this transaction's credit risk include portfolio
migration risk, with 5% of the portfolio currently on Rating Watch
Negative and 21% of the portfolio with a Negative Outlook.  Fitch
also notes the industry concentration of 34.5% in the
underperforming sector of banking & finance.

The portfolio has experienced negative rating migration, resulting
in an average portfolio quality of 'BBB' compared to 'A-/BBB+' at
the closing date in April 2007.  Since the notes were placed on
Rating Watch Negative in May 2008, 12.3% of the portfolio has
experienced further downgrades.  In addition, 7.8% of the
portfolio carries a rating below investment grade.  This compares
to current credit enhancement levels of 5.2% and 4.9% for sub-
classes A6-CLP and A7-CLP, respectively.

As per Fitch's May 14 press release, the Rating Watch Negative
status indicated a possible downgrade to the 'BBB' category for
sub-class A6-CLP and the 'BB' category for sub-class A7-CLP if
there were no significant changes prior to a resolution of the
Watch status.  Since then, Pacific Investment Management Company
LLC, as portfolio manager, executed substitutions on the reference
portfolio, replacing 12 obligors with 11 obligors (approximately
8% of the portfolio) of higher credit quality.  However, key
drivers of credit risk remained relatively unchanged, as the
portfolio has experienced further downgrades, causing the overall
credit profile of the sub-classes to be maintained.

Newport Waves CDO (the issuer) is a managed synthetic
collateralized debt obligation referencing a portfolio of
primarily investment grade corporate obligations.  At close,
proceeds from the issuance of the notes were used to enter into a
guaranteed investment contract with MBIA Inc., which is insured by
MBIA Insurance Corp., to collateralize the credit default swap
between the issuer and Bear Stearns Credit Products Inc., whose
obligations are guaranteed by Bear Stearns Companies, LLC (rated
'AA-/F1+' by Fitch).  Additional collateral has been posted and is
marked to market on at least a weekly basis to maintain collateral
levels required by the investment agreement.  The portfolio is
managed by PIMCO (investment grade corporate CDO asset manager
rating of 'CAM1-' by Fitch).

Fitch released updated criteria on April 30 for corporate CDOs
and, at that time, noted it would be reviewing its ratings
accordingly to establish consistency for existing and new
transactions.  As part of this review, Fitch makes standard
adjustments for any names on Rating Watch Negative or with a
Negative Outlook, downgrading such ratings for default analysis
purposes by two and one notches, respectively.  Fitch has
previously noted that its review will be focused first on ratings
most exposed to risks it has highlighted in its updated criteria.
Consequently, Fitch placed the notes on Rating Watch Negative on
May 14.  As indicated, resolution of the Rating Watch Negative
status depends on any plans managers/arrangers may choose to
modify either the structure or the portfolio.  In this case, the
manager executed trades in the portfolio.


NICHOLAS-APPLEGATE: S&P Cuts Low-B Ratings on 2 Class Notes to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B, C, and D notes issued by Nicholas-Applegate CBO II Ltd.,
a high-yield arbitrage collateralized bond obligation (CBO)
transaction and removed them from CreditWatch with negative
implications, where they were placed on Aug. 1, 2008. At the same
time, S&P affirmed our 'AAA' rating on the class A notes.

Ratings lowered and removed from creditwatch negative
   
Nicholas-Applegate CBO II Ltd.

Rating

Class    To         From             Current bal. (mil. $)
-----    --         ----             --------------------
B        B          BBB/Watch Neg           32.40
C        CCC        BB/Watch Neg            14.24
D        CCC-       B/Watch Neg             10.59
   
Rating affirmed
   
Nicholas-Applegate CBO II Ltd.

Class    To         From             Current bal. (mil. $)
-----    --         ----             --------------------
A        AAA                                 109.47

Transaction Information
Issuer:             Nicholas-Applegate CBO II Ltd.
Co-issuer:          Nicholas-Applegate CBO II Corp.
Collateral manager: Nicholas Applegate Capital Management
Underwriter:        Goldman Sachs & Co.
Indenture trustee:  JPMorgan Chase Bank N.A.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the rated notes since
the transaction was last downgraded in June 2006. These factors
include par erosion of the collateral pool and negative migration
of the credit quality of the performing assets within the pool.

Standard & Poor's also noted that the overcollateralization ratios
for the transaction have deteriorated slightly since the
transaction was last downgraded.


NORMA CDO: Fitch Cuts Ratings on Eight Classes of Notes to 'C/DR6'
------------------------------------------------------------------
Fitch Ratings has downgraded, assigned Distressed Recovery
ratings, and removed from Rating Watch Negative nine classes of
notes issued by Norma CDO I Ltd.  These rating actions are
effective immediately:

  -- $950,119,046 class A-1 notes to 'CCC/DR5' from 'B';
  -- $150,000,000 class A-2 notes to 'C/DR6' from 'B-';
  -- $86,000,000 class B notes to 'C/DR6' from 'CCC+';
  -- $50,000,000 class C notes to 'C/DR6' from 'CCC';
  -- $74,000,000 class D notes to 'C/DR6' from 'CCC-';
  -- $63,758,133 class E notes to 'C/DR6' from 'CC';
  -- $11,770,732 class F notes to 'C/DR6' from 'CC';
  -- $14,713,415 class G notes to 'C/DR6' from 'CC';
  -- $22,560,570 class H notes to 'C/DR6' from 'CC'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically from subprime residential mortgage
backed securities.

Norma CDO I is a hybrid cash and synthetic arbitrage
collateralized debt obligation which closed March 1, 2007, and is
managed by NIR Capital Management, LLC.  The portfolio is composed
primarily of subprime RMBS (96.4%) and vintage Structured Finance
CDOs with exposure to subprime RMBS (3.6%).  Subprime RMBS of the
2005, 2006, and 2007 vintages account for approximately 40.5%,
52.7%, and 3.2% of the portfolio, respectively.  SF CDOs of the
2006 and 2007 vintages account for approximately 2.5% and 1.1%,
respectively.

Since the last review conducted in November 2007, approximately
79.8% of the portfolio has been downgraded.  The portion of the
portfolio rated below investment grade is now 98.5% while 8.2% of
the portfolio is currently on Rating Watch Negative.

On March 10, 2008, the class A overcollateralization ratio fell
below 100%, which resulted in an event of default.

Fitch received a notice dated Aug. 4, 2008 stating that as a
remedy to the Event of Default, the majority of holders of the
class A notes directed the sale and liquidation of the collateral.  
Fitch expects that the proceeds from the liquidation of the
collateral will not be enough to pay the class A-1, and the
subordinate classes are expected to receive no future interest and
principal.

The ratings of the class A-1, A-2, B, and C notes address the
likelihood that investors will receive full and timely payments of
interest, as well as the stated balance of principal by the stated
maturity date, pursuant to the governing documents.  The ratings
of the class D, E, and F notes address the likelihood that
investors will receive ultimate interest payments and the stated
balance of principal by the stated maturity date.  The ratings of
the class G and H notes address only the likelihood that investors
will receive the stated balance of principal by the stated
maturity date, pursuant to the governing documents.


NORTH OAKLAND: Will Be Sold to Oakland Physicians Medical
---------------------------------------------------------
Gary Gosselin at Oakland Business Review reports that North
Oakland Medical Centers will be sold to Oakland Physicians Medical
Center LLC, which will operate it as Oakland's first for-profit
hospital.

NOMC, according to Oakland Business, filed for Chapter 11
bankruptcy reorganization on Aug. 26 in the U.S. Bankruptcy Court
in Detroit, a move that was necessary to proceed with the sale.  
NOMC said in the court filing, "In 2006, as part of an out-of-
court restructuring (plan) to return to profitability, (NOMC)
hired . . . (CEO John Graham and Chief Financial Officer Mike)
DeRubeis.  Although Graham and DeRubeis were able to create
substantial cost savings, revenues continued to decline and the
out-of-court restructuring was not successful."

Chad Halcom at Crain's Detroit relates that under a 1993 lease
agreement, the city of Pontiac is owed $17 million --  including
at least $2.3 million in past-due lease payments from NOMC, which
hasn't made a payment since September 2006.  The report adds that
the city council agreed to forgive the debt in May.  NOMC also
defaulted on $38.5 million in bonds issued by the Finance
Authority.  According to Oakland Business, bondholders will get an
estimated $3 million as part of the bankruptcy agreement.

According to Crain's Detroit, OPMC's chief, Dr. Anil Kumar, said
that under the terms of the sale, the company will pay:

          -- $2 million to the City of Pontiac,  

          -- at least $3.7 million to its Pontiac Hospital
             Finance Authority to satisfy bondholders on bonds
             where NOMC has defaulted in repayment, and  

          -- $3 million to NOMC itself for “soft assets” like
             licenses.

Crain's Detroit notes that OPMC will acquire NOMC's main campus in
Pontiac and the nearby Waterford Ambulatory Care Center.  OPMC
member physicians, who have been buying shares at $10,000 each for
a stake in NOMC, will hold a 60% share of the new company after
the bankruptcy and transition period, Crain's Detroit says, citing
Dr. Kumar.  The report adds that McLaren Health Care and any other
institutional investors who buy in will hold a 30% stake.  Oakland
Business relates that McLaren Health will help OPMC in the
transaction as adviser.  According to that report, hospital
employees will also be offered to purchase a 5% share.   

Pontiac will collect 5% of all profits from any year that OPMC
makes money, "in perpetuity," Crain's Detroit says, citing Dr.
Kumar.  Catherine Jun at The Detroit News relates that NOMC's
President and CEO John Graham said Thursday that over half of the
hospital's current staff will be rehired, once the hospital
changes ownership in October.

                           About NOMC

Headquartered in in Pontiac, Michigan, North Oakland Medical
Centers (NOMC) -- http://www.nomc.org/-- f.k.a. Pontiac General  
Hospital, is a non-profit community hospital.  It is licensed for
366 beds and it offers: Acute Medical Surgery, Physical Medicine
and Rehabilitation, Intensive Pediatric Physical Therapy,
Radiation Oncology, Emergency Centers (Pontiac and Waterford),
several out-patient clinics, and Community Services.


OPEN DOOR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Open Door Community Church
        P.O. Box 1338
        Manvel, TX 77578-1338

Bankruptcy Case No.: 08-35666

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 29, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Email: mccluremar@aol.com
                  909 Fannin, Ste. 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Estimated Assets: Unknown

Estimated Debts: Unknown

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


OSPRAIE MANEGMENT: To Shut Down Hedge Fund Due to Losses
--------------------------------------------------------
Ospraie Management LLC said that its closing down its hedge fund
after losing 38.6% this year from wrong bets on commodity stocks,
various reports says.

According to BusinessWeek, the losses were caused by significant
sell-off in several number of the company's energy, mining and
resource equity holdings.  Due to the deteriorating performance,
the company initiated a plan to reduce risk and de-lever the
portfolio in order to avoid further losses, the report says.

On the one hand, the company intends to transfer 40% of the
fund's assets to investors by the end of September and, on the
other hand, another 40% by the year-end, Bloomberg News reports.  
The remaining funds held in illiquid investments could take three
year to transfer, the report says.

Reuters reports that the company said in a letter on Tuesday to
investors including Lehman Brothers and Credit Suisse "after
nine year of striving to be good steward of your capital, [it is]
very sorry for this outcome."

The closing of the hedge fund leaves the firm with three
remaining funds with at least $4 billion in assets, down from
$9 billion in March, TransWorldNews reports.

Headquartered in New York, Ospraie Management LLC --
http://www.ospraie.com/-- focuses on commodities and basic  
industries from a fundamental investment perspective.


PHOENIX CDO: Moody's Further Junks Ratings on $61 Million Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the rating on these notes
issued by Phoenix CDO, Limited:

Class Description: U.S. $31,000,000 Class II Senior Secured Fixed
Rate Notes, Due 2011

   -- Prior Rating: B2

   -- Current Rating: Ba2

According to Moody's, this rating action is as a result of the
delevering of the transaction.  The transaction's underlying
collateral pool consists of bonds.

In addition, Moody's downgraded the ratings on these notes:

Class Description: U.S. $30,000,000 Class III Mezzanine Secured
Fixed Rate Notes, Due 2011

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $31,000,000 Senior Subordinated Notes, Due
2011

   -- Prior Rating: Ca

   -- Current Rating: C

According to Moody's, these rating actions are the result of the
increased expectations for higher expected losses on the Class III
Mezzanine and Senior Subordinated Notes.


PIERRE FOODS: Sued by J.M. Smucker for Infringing Food Trademark
----------------------------------------------------------------
Jam maker J.M. Smucker Co. has filed a lawsuit in the U.S.
District Court for the Northern District of Ohio against Pierre
Foods Inc.

The lawsuit alleges that Pierre Foods' crustless peanut butter and
jelly sandwiches infringed the trademark for Smucker's
Uncrustables sandwiches, reports Bankruptcy Law 360.

A summary of the intellectual property case can be found at
http://researcharchives.com/t/s?319c

                         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: Court Okays Richards Layton as Bankruptcy Co-Counsel
------------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards, Layton & Finger, P.A. as their bankruptcy co-
counsel.

The Firm is expected to advise the Debtors of their rights, powers
and duties as debtors and debtors-in-possession, protect and
preserve their estates and other legal services in connection to
their bankruptcy cases.

John H. Knight, Esq., a director at Richards Layton, told the
Court that the professionals who will render services to the
Debtors and their hourly rates are:

      Daniel J. DeFranceschi      $550
      Chun I. Jang                $300
      L. Katherine Good           $275
      Barbara J. Witters          $185

Mr. Knight assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

                        About Pierre Foods

Based 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).  Jonathan S. Henes, Esq., a partner at
Kirkland & Ellis, represent the Debtors.  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: Hires Alvarez & Marsal as Restructuring Consultants
-----------------------------------------------------------------
Pierre Foods Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to  
employ Alvarez & Marsal North America, LLC as their restructuring
consultants.

Alvarez & Marsal is expected to, among others, perform a financial
review of the Debtors, and assist in cost reduction and
operational improvement, development of restructuring plans
and strategic alternatives for maximizing the enterprise value of
the Debtor's business lines, preparation of the schedules of
assets and liabilities and statements of financial affairs,
identification of executory contracts and leases and performance
of cost-benefit evaluations, and the preparation of financial
information for distribution to creditors and others.

John K. Suckow, a managing director at the firm, told the Court
that the firm will bill the Debtors at these hourly rates:

      Managing Directors      $550 - $750
      Directors               $400 - $600
      Associates              $300 - $450
      Analysts/Staff          $173 - $350

M. Suckow assured the Court that the firm does not represent any
interest adverse to the Debtors' estates.

                        About Pierre Foods

Based 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).  Jonathan S. Henes, Esq., a partner at
Kirkland & Ellis, and Paul Noble Heath, Esq., at Richards,
Layton & Finger P.A., represent the Debtors in their restructuring
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.


POINT PLEASANT: Moody's Further Junks Ratings on Three Notes
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings assigned to
four classes of notes issued by Point Pleasant Funding 2007-1,
Ltd., and left one of these ratings on review for further possible
downgrade.  The rating actions are:

Class Description: U.S. $6,000,000 Class S Floating Rate Notes due
2012;

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

   -- Current Rating: B1, on review for possible downgrade

Class Description: U.S. $254,930,000 Class A-1 Floating Rate Notes
due September 2047

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $170,000,000 Class A-2 Floating Rate Notes
due September 2047

   -- Prior Rating: Ca

   -- Current Rating: C

Class Description: U.S. $100,000,000 Class B Floating Rate Notes
due September 2047

   -- Prior Rating: Ca

   -- Current Rating: C

Point Pleasant Funding 2007-1, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.  The transaction experienced on June 10, 2008, an
event of default caused by a default in the payment, when due and
payable, of accrued interest on the Class A-2 Notes and Class B
Notes, which default continued for a period of seven days, as
described in Section 5.1(a) of the Indenture dated April 18, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction may be entitled to direct the Trustee to take
particular actions with respect to the Collateral Debt Securities
and the Notes.

Moody's decision to downgrade the ratings of the Class S Notes
reflects the risk that liquidation of the Collateral may be
selected as the post-Event of Default remedy by the controlling
parties.  The liquidation of the CDO collateral may result in a
probability of repayment and a severity of loss that are
inconsistent with an investment-grade rating.


PORTOLA PACKAGING: U.S. Trustee Sets Sept. 8 Org. Meeting
---------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will hold an organizational meeting in the Chapter 11
case of Portola Packaging Inc. on Sept. 8, 2008, at 11:00 a.m. at
J. Caleb Boggs Federal Building at 844 King Street, Room 2112, in  
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting,
and provide background information regarding the bankruptcy
cases.

                     About Portola Packaging

Portola Packaging Inc. -- http://www.portpack.com/-- designs,  
manufactures, and markets a full line of tamper-evident plastic
closures, bottles, and equipment for the beverage and food
industries, as well as plastic closures and containers for the
cosmetics industry.  The company and 6 of its debtor-affiliates
filed for Chapter 11 reorganization on Aug. 27, 2008 (Bankr. D.
Del. Lead Case No. 08-12001).  Edmon L. Morton, Esq., Robert S.
Brady, Esq., and Sean T. Greecher, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as counsel.  When the
Debtors filed for protection from their creditors, they listed
assets of between $50 million and $100 million, and debts of
between $100 million and $500 million.  


PORTOLA PACKAGING: Moody's Lowers POD Rating to D from Ca
---------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating for Portola Packaging, Inc. to D following the company's
announcement that it filed a voluntary petition for Chapter 11
reorganization.  Moody's will withdraw all the company's ratings
within several days.

Moody's took these rating actions:

   -- Downgraded, Probability of Default Rating, to D from Ca

The company announced that holders of approximately 90% of the
principal amount of its 8-1/4% Senior Notes due 2012 agreed to a
restructuring of the company as outlined in the previously
announced restructuring agreement dated July 24, 2008.  According
to the plan, holders of the Senior Notes will receive 100% of the
common stock of reorganized Portola in exchange for their claims.
Wayzata Investment Partners LLC is expected to be Portola's
controlling shareholder upon its emergence from bankruptcy.  The
company anticipates completing its pre-packaged reorganization and
emerging from Chapter 11 in mid-October 2008.

Portola also announced that it has reached agreement with its
existing secured lenders to provide a $79 million debtor-in-
possession facility to pay off the outstanding indebtedness under
the existing secured facilities and finance its ongoing
operations.

Moody's had previously downgraded the Corporate Family Rating and
other ratings of Portola on July 25, 2008, following the company's
announcement that it intended to file for bankruptcy.

Portola Packaging, Inc. designs, manufactures, and markets a broad
range of products and services including tamper evident plastic
closures, bottles, and related equipment and services for the
dairy, fruit juice, bottled water, sports drinks, and other non-
carbonated beverage markets.  Headquartered in Batavia, Illinois,
Portola had consolidated revenue of approximately $280 million for
the 12 months ended Feb. 29, 2008.


QUAKER FABRIC: Court Confirms Joint Liquidating Plan
----------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware confirmed a second amended joint liquidating plan of
Quaker Fabric Corporation and Quaker Fabric Corporation of Fall
River.

As reported in the Troubled Company Reporter July 18, 2008, the
amended Plan contemplates the liquidation of assets of the
Debtors for the benefit of their creditors and the appointment of
a liquidating agent.

                       Initial Distribution

On the plan's effective date, the liquidating agent, on behalf
of the Debtors, will pay in cash in full all (i) administrative
expense claims, (ii) priority tax claims, and (iii) secured
claims.  Holders of unsecured claims will receive their pro rata
share of available cash, if any.

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

                 Treatment of Claims and Interests

              Types of                    Estimated    Estimated
Class         Claims          Treatment   Amount       Recovery
-----         --------        ---------   ----------   ---------
unclassified  administrative              $1,600,000      100%
               claims

unclassified  priority tax                $200,000        100%   
               claims
               
   1          priority        unimpaired  $155,386        100%
               claims

   2          secured         unimpaired  $0              N/A
               claims

   3          WARN Act        impaired    $6,000,000      5%-15%
               claims

   4          unsecured       impaired    $25,000,000     6%
               claims
               
   5          equity          impaired    Not Estimated   0%
               interest

Holders of Class 1 allowed priority claims will receive in full
satisfaction of and exchange for their claim (i) the amount of the
allowed priority claim, without interest, in cash after the Plan's
effective date, or (ii) other treatment as may be agreed upon in
writing by the holder, the Debtors and the Committee.

                        About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUANTA SERVICES: S&P Withdraws 'BB' Rating on Corporate Credit
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Quanta
Services Inc., including the 'BB' long-term corporate credit
rating, at the company's request.


REFCO INC: Allied World to Resume Payment of Grant's Defense Costs
------------------------------------------------------------------
Bankruptcy Law360 reports that the Hon. Gerard E. Lynch of the
U.S. District Court for the Southern District of New York upheld a
ruling by the U.S. Bankruptcy Court in Manhattan that directed
Allied World Assurance Co. Inc. to continue paying Refco Inc.
President Tone N. Grant's defense costs.

According to Bankruptcy Law360, Refco had suspended coverage for
Mr. Grant in the wake of his criminal conviction for securities
fraud.

Headquartered in New York, Refco Inc. -- http://www.refco.com/   
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Trustee Fights Motions to Dismiss Fraud Lawsuit
----------------------------------------------------------
Bankruptcy Law360 reports that Marc S. Kirschner, the Plan
Administrator for Refco Capital Markets, Ltd., filed on Friday a
response in the U.S. District Court for the Southern District of
New York on several motions to dismiss a lawsuit alleging that
outside auditors, legal counsel, and investment banks knew that a
multimillion-dollar fraud was taking place at Refco Inc. that
would eventually lead to the firm's collapse.

According to Bankruptcy Law360, Mr. Kirschner "pushed back hard"
against the motions.

In August, Bankruptcy Law 360 said the District Court once again
tossed complaints by the shareholders of now-defunct futures
brokerage Refco Inc. against three of the world's largest
investment banks, marking the second time that the plaintiffs in
the case have been denied.

Headquartered in New York, Refco Inc. -- http://www.refco.com/   
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.  (Refco Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


RIVER ROCK: Commences Cash Tender Offer for 9-3/4% Senior Notes
---------------------------------------------------------------
River Rock Entertainment Authority has commenced a tender offer to
purchase for cash up to $30 million principal amount of its
outstanding 9-3/4% Senior Notes due 2011, upon the terms and
subject to the conditions set forth in an Offer to Purchase dated
Aug. 27, 2008.

The Offer to Purchase will expire on Sept. 24, 2008, unless
extended or earlier terminated.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not withdrawn pursuant to the Offer to
Purchase will be $1,051.25, which amount includes an early tender
premium of $30.00 per $1,000 principal amount of Notes.  The Total
Consideration minus the Early Tender Premium will be $1,021.25 per
$1,000 principal amount of Notes.  The Total Consideration will be
payable in respect of Notes validly tendered and not withdrawn on
or prior to 5:00 p.m., New York City time, on Sept. 10, 2008.
Holders of Notes who validly tender their Notes after the Early
Tender Date but on or prior to the Expiration Date will be
eligible to receive only the Tender Offer Consideration.

The date of payment for tendered Notes is expected to occur
promptly following the Expiration Date, provided all conditions to
the Offer to Purchase have been satisfied or waived.  The
scheduled Settlement Date is Sept. 25, 2008, unless extended by
the company.  Holders whose Notes are accepted for payment in the
Offer to Purchase will receive accrued and unpaid interest in
respect of such purchased Notes from the last interest payment
date up to, but not including, the Settlement Date.

If the principal amount of the Notes tendered pursuant to the
Offer to Purchase is greater than $30 million, the Authority will
accept Notes for purchase and pay Holders thereof on a pro rata
basis.  There is no condition that any minimum amount of Notes
must be tendered in the Offer to Purchase for the Authority to
accept the Notes for payment.  Tenders of Notes may be withdrawn
at any time on or prior to Sept. 10, 2008.  Tendered Notes may not
be subsequently withdrawn, except if the Offer to Purchase is
terminated without any Notes being purchased.

The Authority's obligation to accept and pay for tendered Notes is
conditioned upon the satisfaction or waiver of various conditions
described in the Offer to Purchase, which may be waived by the
Authority at any time prior to the Settlement Date.  The Authority
also reserve the right to terminate, withdraw or amend the Offer
to Purchase at any time and from time to time.

The Offer to Purchase is made only by the Offer to Purchase and
the Letter of Transmittal.

The Authority has retained Merrill Lynch & Co. to serve as the
Dealer Manager for the Offer to Purchase. Questions regarding the
Offer to Purchase may be directed to Merrill Lynch & Co at (888)
654-8637.  Global Bondholder Services Corporation serves as both
Depositary and Information Agent for the Offer.  Requests for the
Offer to Purchase, the Letter of Transmittal and related documents
may be directed to Global Bondholder Services Corporation by
telephone at (866) 794-2200.

                   Funding for Tribe's Projects

The Offer to Purchase is part of several transactions designed to
provide funds for all or a portion of the costs of certain capital
improvements projects on the Tribe's trust and adjacent lands that
serve essential governmental purposes, including, without
limitation, various road, drainage and landscaping infrastructure
projects, design and engineering services, land purchase and the
repurchase, through the Offer to Purchase, of outstanding Notes
that were previously issued to finance such projects.  The
majority of the components of the projects are required to make
the current operations more efficient and improve services to the
Tribe's reservation and its gaming and entertainment facility.  
The Authority expects that these transactions will enable us to
complete a portion of the preparatory site work necessary for the
Authority's proposed resort development project, including a new
and expanded "Tuscan-themed" casino and hotel with luxury resort
amenities.

The total estimated cost of the projects (excluding debt service)
is approximately $84.8 million, which the Authority and the Tribe
expect to finance from cash on hand, a new term loan and other
indebtedness.  The Offer to Purchase will enable the Authority to
reduce outstanding senior indebtedness and give it additional
flexibility to finance the projects.  Concurrently with the
consummation of the Offer to Purchase, the Authority intends to
borrow
$20.0 million pursuant to a term loan agreement with an affiliate
of the Dealer Manager, and the Authority will contribute the net
proceeds of the Term Loan to the Tribe.  The Term Loan will be
unsecured.  Amounts outstanding under the Term Loan are expected
to bear interest at a rate of 9.75% per annum and mature on
Nov. 1, 2011.  The Term Loan Agreement would not contain any
financial maintenance covenants but would include restrictions on
additional indebtedness and other covenants and events of default
customarily included in loan agreements for similar transactions.  
The Term Loan Agreement would give the Authority the ability to
incur up to an additional $5.0 million, on the same terms as the
initial $20 million, upon satisfaction of certain conditions,
including that the additional borrowing be permitted indebtedness
under the Indenture governing the Notes.

                        Term Loan Exchange

Other proposed terms would include that all or part of the Term
Loan may be exchanged, at the lender's election, for additional
Notes to be issued under the Indenture.  For every $1,000
principal amount of Term Loan exchanged, the lender would be
entitled to receive new Notes, the terms of which would be
substantially identical to the outstanding Notes, in a principal
amount of $1,000 plus any applicable premium, which premium, if
any, would be computed by a formula based on an average bid price
for the Senior Notes at or about the date of exchange. The Term
Loan could be prepaid at any time without penalty.  Although the
Authority intends to consummate the Term Loan on the terms
described above, there can be no assurance that the Authority will
be successful in obtaining financing on these or other terms or
conditions.

                     Master Utilities Ordinance

In connection with these transactions on July 19, 2008, the Tribe
adopted a master utilities ordinance that provides for the
assessment against the Authority's gaming operations of certain
fees for municipal services, products or benefits rendered by the
Tribe which are reasonably necessary or desirable to the operation
of the Authority's gaming and entertainment facility.  At closing,
the Authority intends to distribute to the Tribe (i)
infrastructure assets previously financed with the proceeds of the
Notes aggregating approximately $28.7 million and (ii) an
additional amount permitted to be distributed under the Indenture
of approximately $34.7 million.  The Authority expects to pay
about $11.5 million in master utilities fees for the 2009 fiscal
year based on projections provided to the Authority from the
Tribe.  A number of factors may result in adjustments to the
projected amount, including increases or decreases in operating
expenses of the utilities and actual debt service relating to the
Tribe's indebtedness.

                         About River Rock

Headquartered in Geyserville, California, River Rock Entertainment
Authority is a governmental instrumentality of the Dry Creek
Rancheria Band of Pomo Indians, a federally recognized Indian
tribe.  River Rock Casino is a governmental development project of
the Authority.  The Casino offers Class III slot and video poker
gaming machines, house banked table games, including Blackjack,
Three card poker, Mini-baccarat and Pai Gow poker, Poker,
featuring Texas Hold' em, comprehensive food and non-alcoholic
beverage offerings, and goods for sale on tribal land located in
Geyserville, California.

The company' balance sheet as of June 30, 2008, showed total
assets of $189,838,595, total liabilities of $210,337,970, and
total fund deficit of $20,499,375.


SABABA GROUP: To Auction Off Assets; Omni Is Lead Bidder
--------------------------------------------------------
Sababa Group Inc. will sell its assets to Omni Commercial, LLC, or
a rival bidder at a Sept. 13, 2008 auction, Jamie Mason of The
Deal reports.

Through the sale, Omni Commercial plans to make a credit bid --
apply what it's owed in the price it offers -- and position itself
as the stalking horse for the Debtor's assets, says Mr. Mason.
According to Mr. Mason, while the specific bid is not disclosed,
Omni is owed $1.77 million, court documents said.

Once the sale is completed, Omni will flip the company, minus its
accounts receivables, in a follow-up transaction to University
Games Corp., for close to $2 million, Mr. Mason says.

Based New York City, New York, Sababa Group, Inc., sells its toys
through retailers such as KB Toys, Target, Toys-R-Us and Wal-Mart.  
It also owns licenses for versions of the card game UNO, the board
game Scrabble, and the Rubik's cube.  On August 13, 2008, the
company filed for Chapter 11 bankruptcy protection with the United
States Bankruptcy Court for the Southern District of New York
(Case No. 08-13174).  Christopher M. Desiderio, Esq., at Nixon
Peabody LLP represented the Debtor in its restructuring efforts.  
When it filed for bankruptcy, the Debtor listed between $1,000,000
to $10,000,00 in estimated assets and between $10,000,000 to
$50,000,000 in estimated debts.


SAGECREST FINANCIAL: Unit Owes Deutsche Bank More than $100MM
-------------------------------------------------------------
Linda Sandler of Bloomberg News reports that according to court
documents, Deutsche Bank AG has been trying to collect $107
million loaned to bankrupt units of the SageCrest LLC hedge fund.

SageCrest Holdings Ltd., a Bermuda-based unit, admitted it had
about $100 million outstanding under a credit facility with
Deutsche Bank, the report says.

Ms. Sandler, citing court documents, reports that SageCrest
Holdings Ltd., a Bermuda-based unit of SageCrest LLC hedge fund,
said it had about $100 million outstanding under a credit facility
with Deutsche Bank AG.  Deutsche Bank had extended a $400 million
credit facility to SageCrest, according to the report.  

As reported by the Troubled Company Reporter on Aug. 20, 2008,
SageCrest Finance LLC filed a chapter 11 petition on Aug. 17,
2008.  The Debtors' lawyer said that SageCrest sought bankruptcy
protection in order to avoid a foreclosure sale initiated by
Deutsche Bank AG.

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.


SEACOAST COMMUNITIES: Files for Chapter 11 to Avoid Foreclosure
---------------------------------------------------------------
Jessica Foster of MyrtleBeachOnline.com reports that
Myrtle Beach-based custom home builder Seacoast Communities Inc.  
filed for Chapter 11 bankruptcy, to avoid foreclosure on its
properties.

According to Ms. Foster, Seacoast Communities president Guy
Collins said that the company has been struggling to pay its bills
since investors pulled out of deals on seven upscale homes in
Grande Dunes and Plantation Heights.

"They just walked away from the deposits rather than close on them
because of the market slowdown," Collins said.  "The houses were
100 percent complete, and we were ready to go to closing, and they
said they weren't willing to close on the properties."

"We filed for bankruptcy to preserve our assets so we could pay
our bills," Collins said.

Ms. Foster said the company's assets include about $12.1 million
worth of homes and lots, including the three Grande Dunes homes
totalling about $4.7 million.  Seacoast also has land or houses in
Cypress River, Plantation Point and Plantation Lakes.

                    About Seacoast Communities

Based in Myrtle Beach, S.C., Seacoast Communities Inc. operates as
a home builder.  On August 6, 2008, Seacoast Communities, Inc.
filed a voluntary petition for reorganization under Chapter 11
(Bankr. D. S.C. Case No. 08-04735).  Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, represents the Debtor as counsel.
When the company filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
between $10 million to $50 million.


SEA CONTAINERS: PBGC Says Disclosure Statement Lacks Information
----------------------------------------------------------------
The Pension Benefit Guaranty Corporation complains that the
disclosure statement explaining the joint plan of reorganization
filed by Sea Containers Ltd. and two subsidiaries violates Section
1125(a)(1) of the Bankruptcy Code.

The PBGC says the disclosure statement fails to adequately
disclose the Debtors' responsibilities and liabilities under the
Employee Retirement Income Security Act and Internal Revenue Code
with regard to the currently underfunded Sea Containers America
Pension Plan.

"In particular, the Disclosure Statement fails to fully account
for the Debtors' statutory liabilities under ERISA and IRC that
continue to accrue should the Pension Plan remain ongoing or
liabilities that arise should the Pension Plan terminate in a
distress termination or PBGC-initiated termination," Charles L.
Finke, Esq., PBGC's deputy chief counsel, tells the U.S.
Bankruptcy Court for the District of Delaware.  He notes that PBGC
has contacted the Debtors' counsel to resolve the issues
consensually, but files the objection as a protective measure.

ERISA provides the exclusive means for a plan sponsor to
terminate a pension plan by a standard termination, a distress
termination, or a PBGC-initiated termination.  PBGC is a U.S.
Government agency that administers pension plan termination
insurance program under ERISA.

Non-Debtor Sea Containers America, Inc., is the Pension Plan's
contributing sponsor, Mr. Finke relates.  As a subsidiary of
Debtor Sea Containers, Ltd., however, SCA and all of the Debtors
are under common control for purposes of ERISA and IRC, and thus,
are members of the same controlled group that are jointly and
severally liable for certain statutory obligations in relation to
the Pension Plan, including contributions necessary to satisfy
the Pension Plan's minimum funding standards under the IRC and
ERISA, and variable-rate and flat-rate premiums owed to PBGC.

If the Pension Plan terminates in a Distress or PBGC Termination,
Mr. Finke explains, SCA, the Debtors, and their controlled group
members would be jointly and severally liable for all unpaid
minimum funding contributions, which would become immediately due
and payable upon termination and are typically owed to PBGC, who
would become the Pension Plan's statutory trustee upon
termination.  He says that SCA, et al., would also incur joint
and several liability to PBGC for the total amount of the Pension
Plan's unfunded benefit liabilities, which is the excess of a
pension plan's "benefit liabilities" over the value of the
pension plan's assets.

Mr. Finke discloses that after the Debtors filed for bankruptcy
protection, PBGC timely filed proofs of claims, on its own behalf
and on behalf of the Pension Plan, for (i) the Pension Plan's
unfunded benefit liabilities, (ii) unpaid minimum funding
contributions, and (iii) unpaid premiums owed to PBGC.  However,
he notes, the Disclosure Statement does not provide that SCA, et
al., are jointly and severally liable for certain liabilities and
contributions with respect to the Pension Plan.

PBGC, therefore, suggests that certain language should be added
to the Disclosure Statement regarding the Pension Plan, including
the fact that the Pension Plan is underfunded on a termination
basis for $2,047,651, and that $10,469 in unpaid minimum funding
contributions are due.

If the Debtors include the suggested language, PBGC would
withdraw its objection, Mr. Finke assures the Court.  PBGC
expects its concerns will be reflected in the Debtors' Chapter 11
Plan.

PBGC also objects to the Disclosure Statement because it fails to
disclose ERISA's effect on the Chapter 11 Plan's provision titled
"Employee Benefits."  Mr. Finke contends that the provision
clearly violates ERISA, which provides the exclusive means to
terminate a defined benefit pension plan.  Thus, the Pension Plan
cannot be summarily terminated "pursuant to the [Debtors' Plan of
Reorganization]" without satisfying ERISA's statutory
requirements and corresponding regulations, he adds.

PBGC further complains that the Disclosure Statement and the
Chapter 11 Plan provide for broad releases of non-debtor
liability.  Mr. Finke notes that the Disclosure Statement does
not even mention the claims that are being released, and does not
discuss whether the proposed release applies to PBGC's claims and
any claims of the Pension Plan's participants.  He adds that the
Disclosure Statement does not even discuss why the releases are
appropriate.

The Debtors have failed to provide "adequate information" as
defined in Section 1125, Mr. Finke points out.  

Mr. Finke says PBGC is willing to withdraw its objections if its
suggested language were included in the Disclosure Statement and
the Chapter 11 Plan.

                       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 delivered a joint plan of reorganization and
disclosure statement to the Bankruptcy Court on July 31, 2008.  
The Plan contemplates the transfer of the Debtors' direct and
indirect interests in their marine and land container leasing
business to Newco, the entity to which SCL will transfer its
remaining container interests, and certain additional
consideration, in exchange for Newco (i) equity, and (ii) cash,
which will be funded from an exit facility, that will be used
for, among other things, repayment of the Debtors' DIP Facility.

SCL's Container Interests include equity interests in SPC
Holdings, Ltd., and SCL's indirect ownership of Classes A and B
Quotas in GE SeaCo SRL, the joint-venture entity between SCL and
General Electric Capital Corporation.

(Sea Containers Bankruptcy News, Issue No. 47; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SEA CONTAINERS: Recovery Under Chapter 11 Plan Beats Liquidation
----------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the District of Delaware a liquidation
analysis in support of their Chapter 11 plan of reorganization.

Under the "best interests of creditors" test set forth under
Section 1129(a)(7) of the U.S. Bankruptcy Code, the U.S.
Bankruptcy Court for the District of Delaware may not confirm a
Chapter 11 plan of reorganization unless it provides each holder
of a claim or interest that does not accept the plan with property
of a value, as of the effective date of the plan, that is not less
than the amount that the holder would receive or retain if the
debtor was liquidated under Chapter 7 of the Bankruptcy Code.

To demonstrate that their Joint Plan of Reorganization satisfies
the "best interests of creditors" test, the Debtors -- with the
assistance of their advisors, including PricewaterhouseCoopers
LLP and Kirkland & Ellis LLP -- prepared and delivered to the
Court a hypothetical liquidation analysis, which is based upon
certain assumptions.

The Liquidation Analysis assumes conversion of the Debtors'
Chapter 11 cases to Chapter 7 liquidation cases on November 30,
2008.  Due to the potentially competing interests between Sea
Containers Ltd. and Sea Containers Services Ltd., it is possible
that upon conversion to Chapter 7, separate trustees would be
appointed to the SCL and SCSL estates.  In addition to the costs
associated with both Chapter 7 trustees familiarizing themselves
with the cases, it could be assumed that each trustee would
appoint a separate set of legal and professional advisors.  This
would lead to a further increase in administrative costs.  
Administration of the Chapter 7 estates would be expected to
continue for a period of at least two years and possibly longer.  
During this time, the Liquidation Analysis assumes that the
Chapter 7 trustees would conduct a liquidation of the assets under
the Chapter 7 trustees' control and endeavor to repatriate cash
from the Non-Debtor Subsidiaries.  However, the majority of the
NonContainer Leasing Businesses and assets are held by Non-Debtor
Subsidiaries over which the Chapter 7 trustees are unlikely to
have direct control.  Furthermore, it is possible that certain
creditors may seek the appointment of a Bermudian liquidator for
SCL, resulting in a cross-border competition for control of SCL,
implicating complex issues of jurisdiction and comity that could
drain remaining resources rapidly through litigation, and
otherwise delay any residual distributions to creditors.

                       Sea Containers Ltd.
                      Liquidation Analysis
                     As of November 30, 2008

                                                Value
                                      --------------------------
                                      Ch. 7 High       Ch. 7 Low
                                      ----------       ---------
Cash                                 $30,100,000     $30,100,000
Net receivables - group companies    100,700,000      75,300,000
Investment in GESeaCo                315,800,000     228,800,000
Containers                           104,000,000      85,300,000
Other assets                           5,400,000       5,400,000
                                     -----------     -----------
Est. gross liquidation proceeds      556,000,000     424,900,000
                                                                     
DIP claims                          (145,500,000)   (145,500,000)
Other administrative claims          (84,200,000)    (92,700,000)
Est. Chapter 7 trustee fee            (8,800,000)     (4,300,000)
Est. Chapter 7 costs and fees        (21,800,000)    (39,500,000)
                                     -----------     -----------
                                    (260,300,000)   (282,000,000)
Estimated proceeds available         -----------     -----------
to 3rd party unsecured claims        295,700,000     142,900,000

3rd party unsecured claims:
Noteholder claims                    420,900,000     420,900,000
Pension fund claims                  261,200,000     245,800,000
Guarantee claims                      21,900,000      28,000,000
Other claims                          18,400,000      63,400,000
                                     -----------     -----------
                                    $722,400,000    $758,100,000
Est. % recovery to
3rd party unsecured claims                   41%             19%

Estimated proceeds
available to interests                        -               -


                  Sea Containers Services Ltd.
                      Liquidation Analysis
                     As of November 30, 2008

                                                Value
                                      --------------------------
                                      Ch. 7 High       Ch. 7 Low
                                      ----------       ---------
Net receivables - group companies    $21,000,000     $42,500,000
Other assets                           1,700,000       1,700,000
                                     -----------     -----------
Est. gross liquidation proceeds       22,700,000      44,200,000

Other administrative claims          (16,300,000)     (1,100,000)
Est. Chapter 7 trustee fee              (100,000)       (700,000)
Est. Chapter 7 costs and fees         (4,000,000)    (18,000,000)
                                     -----------     -----------
                                     (20,400,000)    (19,800,000)
Estimated proceeds available         -----------     -----------
to 3rd party unsecured claims          2,300,000      24,400,000
                                                                     
3rd party unsecured claims:
Pension claims                                 -     207,400,000
Other claims                           6,400,000       6,400,000
                                     -----------     -----------
                                      $6,400,000    $213,800,000

Est. % recovery to
3rd party unsecured claims                   36%             11%

Est. proceeds available to interests          -               -


                  Sea Containers Caribbean Inc.
                      Liquidation Analysis
                     As of November 30, 2008

                                                Value
                                      --------------------------
                                      Ch. 7 High       Ch. 7 Low
                                      ----------       ---------
Cash                                           -               -
Net receivables - group companies              -               -
Other assets                                   -               -
                                     -----------     -----------
Est. gross liquidation proceeds                -               -

Other administrative claims                    -               -
Est. Chapter 7 trustee fee                     -               -
Est. Chapter 7 costs and fees                  -               -
                                     -----------     -----------
                                               -               -


Estimated proceeds available         -----------     -----------
to 3rd party unsecured claims                  -               -

3rd party unsecured claims:                                           
Pension claims                                 -               -
Other claims                                   -               -
                                     -----------     -----------
                                               -               -

Est. % recovery to
3rd party unsecured claims                     -               -

Est. proceeds available to interests           -               -

According to the Analysis, the Plan assumes that Intercompany
Claims will pass through the Debtors' Chapter 11 cases, pursuant
to an agreed-to standstill with the Non-Debtor Subsidiaries, to
be resolved post-Confirmation.  In a Chapter 7 liquidation,
however, it is possible that Claims otherwise settled under the
Plan may be asserted against the Non-Debtor Subsidiaries, leading
to those companies to set aside the Intercompany Standstill and,
instead, assert Claims against the Debtors or other Non-Debtor
Subsidiaries, resulting in a cascading call on Intercompany
Claims across the SCL group.  These Intercompany Claims could be
asserted and pursued through contested legal proceedings,
including competing proceedings in non-U.S. jurisdictions.  
Within a contested environment, asset values and costs discussed
in the Liquidation Analysis may differ materially from estimates
referred to in the Plan and Disclosure Statement.  

A full-text copy of the Debtors' Liquidation Analysis is
available at no charge at http://researcharchives.com/t/s?3190

                       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. 48; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: PBGC & SPCP Objects to Disclosure Statement
-----------------------------------------------------------
Two parties-in-interest have objected to Sea Containers Ltd. and
its debtor-affiliates' disclosure statement explaining their joint
plan of reorganization.

1) Pension Benefit Guaranty Corporation

The Pension Benefit Guaranty Corporation complains that the
disclosure statement violates Section 1125(a)(1) of the U.S.
Bankruptcy Code by failing to adequately disclose the Debtors'
responsibilities and liabilities under the Employee Retirement
Income Security Act and Internal Revenue Code with regard to the
currently underfunded Sea Containers America Pension Plan.

"In particular, the Disclosure Statement fails to fully account
for the Debtors' statutory liabilities under ERISA and IRC that
continue to accrue should the Pension Plan remain ongoing or
liabilities that arise should the Pension Plan terminate in a
distress termination or PBGC-initiated termination," Charles L.
Finke, Esq., PBGC's deputy chief counsel, tells the Court.  He
notes that PBGC has contacted the Debtors' counsel to resolve the
issues consensually, but files the objection as a protective
measure.

ERISA provides the exclusive means for a plan sponsor to
terminate a pension plan by a standard termination, a distress
termination, or a PBGC-initiated termination.  PBGC is a U.S.
Government agency that administers pension plan termination
insurance program under ERISA.

Non-Debtor Sea Containers America, Inc., is the Pension Plan's
contributing sponsor, Mr. Finke relates.  As a subsidiary of
Debtor Sea Containers, Ltd., however, SCA and all of the Debtors
are under common control for purposes of ERISA and IRC, and thus,
are members of the same controlled group that are jointly and
severally liable for certain statutory obligations in relation to
the Pension Plan, including contributions necessary to satisfy
the Pension Plan's minimum funding standards under the IRC and
ERISA, and variable-rate and flat-rate premiums owed to PBGC.

If the Pension Plan terminates in a Distress or PBGC Termination,
Mr. Finke explains, SCA, the Debtors, and their controlled group
members would be jointly and severally liable for all unpaid
minimum funding contributions, which would become immediately due
and payable upon termination and are typically owed to PBGC, who
would become the Pension Plan's statutory trustee upon
termination.  He says that SCA, et al., would also incur joint
and several liability to PBGC for the total amount of the Pension
Plan's unfunded benefit liabilities, which is the excess of a
pension plan's "benefit liabilities" over the value of the
pension plan's assets.

Mr. Finke discloses that after the Debtors filed for bankruptcy
protection, PBGC timely filed proofs of claims, on its own behalf
and on behalf of the Pension Plan, for (i) the Pension Plan's
unfunded benefit liabilities, (ii) unpaid minimum funding
contributions, and (iii) unpaid premiums owed to PBGC.  However,
he notes, the Disclosure Statement does not provide that SCA, et
al., are jointly and severally liable for certain liabilities and
contributions with respect to the Pension Plan.

PBGC, therefore, suggests that certain language should be added
to the Disclosure Statement regarding the Pension Plan, including
the fact that the Pension Plan is underfunded on a termination
basis for $2,047,651, and that $10,469 in unpaid minimum funding
contributions are due.

If the Debtors include the suggested language, PBGC would
withdraw its objection, Mr. Finke assures the Court.  PBGC
expects its concerns will be reflected in the Debtors' Chapter 11
Plan.

PBGC also objects to the Disclosure Statement because it fails to
disclose ERISA's effect on the Chapter 11 Plan's provision titled
"Employee Benefits."  Mr. Finke contends that the provision
clearly violates ERISA, which provides the exclusive means to
terminate a defined benefit pension plan.  Thus, the Pension Plan
cannot be summarily terminated "pursuant to the [Debtors' Plan of
Reorganization]" without satisfying ERISA's statutory
requirements and corresponding regulations, he adds.

PBGC further complains that the Disclosure Statement and the
Chapter 11 Plan provide for broad releases of non-debtor
liability.  Mr. Finke notes that the Disclosure Statement does
not even mention the claims that are being released, and does not
discuss whether the proposed release applies to PBGC's claims and
any claims of the Pension Plan's participants.  He adds that the
Disclosure Statement does not even discuss why the releases are
appropriate.

The Debtors have failed to provide "adequate information" as
defined in Section 1125, Mr. Finke points out.

Mr. Finke says PBGC is willing to withdraw its objections if its
suggested language were included in the Disclosure Statement and
the Chapter 11 Plan.

2) SPCP Group, et al.

Pursuant to an assignment of claim agreement, Papenburger
Fahrschiffsreederei GMBH & Co., transferred and assigned to SPCP
Group, L.L.C, all of its right, title and interest in and to a
claim against Sea Containers Ltd.  The claim relates to a certain
sale and purchase agreement, Paul Traub, Es q., at Dreier LL, in
New York, relates.  

SPCP Group subsequently sold 75% of the Papenburger Claim to  
various third parties, with SPCP Group retaining 25% of the claim
for its own account.

In April 2007, SPCP Group filed a proof of claim, designated as
Claim No. 25, evidencing its portion of the Papenburger Claim,
against SCL, Mr. Traub informs the Court.  On August 21, 2008,
SPCP Group amended Claim No. 25 to correct the claim amount,
which was listed in U.S. dollars, as opposed to Euros.  He
declares that the correct claim amount should be EUR3,951,335.

The Debtors' proposed plan of reorganization contains the
definition "Allowed SPCP Group Claim" with a proposed allowed
claim amount erroneously listed as $3,951,335, Mr. Traub relates.  
He contends that the claim amount should be in Euros and not in
dollars.

Mr. Traub further relates the that the "Allowed JMB Capital
Claim" and "Allowed Trilogy Claim" defined in the Plan represent
two 25% portions of the Papenburger Claim, which have been
converted from EUR3,951,335 to $4,951,813.  Since Claim No. 25 is
identical to the JMB and Trilogy claims, the definition of
"Allowed SPCP Group Claim" in the Plan should match the two
claims' definitions, so that the "Allowed SPCP Group Claim"
should be listed in the aggregate allowed amount of $4,951 ,813,
or the Euro equivalent of EUR3,951,335, Mr. Traub points out.

Accordingly SPCP Group, as agent for Silver Point Capital Fund,
L.P., and Silver Point Capital Offshore Fund, Ltd., as assignee
of Papenburger, ask Judge Carey to:

   (a) direct the Debtors to amend the Plan and Disclosure
       Statement to define the "Allowed SPCP Group Claim" as
       EUR3,951,335, or the identical definition used to define
       "Allowed JMB Capital Claim" and "Allowed Trilogy Claim";
       or

   (b) deny the approval of the Disclosure Statement based on the
       incorrect and inadequate information it contained with
       respect to the "Allowed SPCP Group Claim".

                       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. 48; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Balks at $500 Million Securities Fraud Claim
------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to disallow Claim
No. 116, which was asserted in amounts "in excess of $500
million," and filed on behalf of a putative plaintiff class, whose
consolidated action at the U.S. District Court for the Southern
District of New York was dismissed with prejudice by the Honorable
Richard Berman.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Claim is based entirely
on allegations of securities law violations that Judge Berman has
twice dismissed.  Accordingly, he says, the long-standing
principles of res judicata and collateral estoppel mandate that
the Claim be disallowed.

In the alternative, the Claim should be disallowed for the same
carefully considered reasons that the New York District Court has
repeatedly found the Plaintiffs' allegations to be deficient, Mr.
Brady tells the Bankruptcy Court.  Any contrary result not only
would be legally inconsistent, but also would place a needless
burden on the bankruptcy estates, he continues.

The putative class action complaint named Sea Containers Ltd.,
its former chief executive officer and chairman, and two of its
former chief financial officers as defendants.  The complaint
asserts that the defendants made false and misleading statements
in violation of Sections 11, 12(a)(2) and 15 of the Securities
Act of 1933 and Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934.

The principles of res judicata bar the assertions set out in the
Claim because it is based entirely on allegations that the New
York District Court twice rejected for failure to state any claim
upon which relief can be granted, Mr. Brady contends.  He notes
that the Plaintiffs have had two full and fair opportunities to
state a cognizable basis for liability under the federal
securities laws, and have failed to do so.

Thus, Mr. Brady states, permitting the Plaintiffs to relitigate
the issues in the Bankruptcy Court would constitute an end run of
the New York District Court's opinions, and result in the
Plaintiffs receiving an unjustified third "bite at the apple."

Mr. Brady further argues that the allegations set out in the
Claim are barred under the principles of collateral estoppel
because the claims at issue are identical to those involved in
the District Court action.  Accordingly, the Debtors submit that
the elements for issue preclusion have clearly been satisfied,
and thus, the Claim must be disallowed.

The Debtors reserve all of their rights to file any request,
pleading or brief with respect to any further consideration the
Bankruptcy Court may give to the Claim.  To the extent the
Bankruptcy Court allows any portion of the Claim, the Debtors
reserve the right to file an adversary proceeding to subordinate
the allowed portion of the Claim pursuant to Section 510(b) of
the U.S. Bankruptcy Code.

                       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. 48; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Files Notice of Bermuda Scheme of Arrangement
-------------------------------------------------------------
Sea Containers Limited has notified parties-in-interest that
in line with its Plan of Reorganization filed with the United
States Bankruptcy Court for the District of Delaware, and its
winding up proceedings in Bermuda, it anticipates entering into a
Scheme of Arrangement with certain of its creditors, pursuant to
Section 99 of the Companies Act 1981 of Bermuda, for the purpose
of implementing the Plan in Bermuda.

According to SCL, it is likely that an application to the Supreme
Court of Bermuda will be made during this month to convene one or
more meetings of creditors, as applicable.

SCL proposes that, if approved, the Scheme will become effective
in or around mid to late November this year and have a Scheme bar
date in or around mid to late December.  The Scheme Bar Date is
the date by which any claims against SCL not currently filed in
the Chapter 11 proceedings must be submitted by creditors to be
taken into account for distribution purposes.

SCL says that notwithstanding the substantial efforts made to date
to identify all creditors, SCL is keen to identify any remaining
person or persons who believe they have a claim against SCL and
who have not already submitted claims in respect of the Chapter 11
proceedings.  These person or persons may be eligible to submit a
claim in respect of the Scheme if their failure to participate in
the Chapter 11 Proceedings is not a result of willful default or
lack of reasonable diligence, according to the notice.

Accordingly, SCL urges creditors who have not previously filed a
claim in the Chapter 11 proceedings to contact its claims and
solicitation agent:

   BMC Group, Inc.
   31 Southampton Row, 4th Floor
   Holborn WC1B 5HJ, England
   Tel. No.: +44-20-7000-1214

or at:

   444 Nash Street
   El Segundo, California 90245
   Tel. No.: 001-888-909-0100

or at:

   http://www.bmcgroup.com/scl

The bar date for filing claims against SCL under the Chapter 11
Proceedings was set at July 16, 20, 2007, and a subsequent bar
date for claims by employees was set at August 28, 2008.

                       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.  


SEMGROUP LP: Seeks Court Approval to Reject Contracts
-----------------------------------------------------
Marie Price at The Journal Record reports that SemGroup, L.P., and
its debtor-affiliates are asking the permission of the U.S.
Bankruptcy Court for the District of Delaware to reject certain
executory contracts.

The Journal Record states that the contracts involve several
SemGroup companies and are grouped into consulting and service,
employment, and sales agreements.

With court approval and within certain limitations, debtors can
assume or reject executory contracts or unexpired leases, as
stated in the federal bankruptcy code.

The Debtors said in a court filing that they have started a
comprehensive review of its contracts to determine which to assume
and which to reject.  According to The Journal, the Debtors
decided to reject contracts that involve:

          -- SemMaterials LP,
          -- SemGas LP,
          -- SemManagement LLC, and
          -- SemGroupLP.

The Debtors, says The Journal, claim that those agreements don't
benefit the their estates.  The Journal relates that the Debtors
entered into the agreements before the commencement of their
bankruptcy case.  The contracts include several sales, employment,
and separation agreements, according to the report.

Debtors said in the court filing, "As the debtors continue their
review, they anticipate rejecting additional executory contracts
pursuant to rejection procedures to be approved by the court."

The Journal states that the Debtors also asked the Court to
approve expedited procedures for rejection of contracts and
unexpired leases and abandonment of related property.  According
to the report, the Debtors explained that the procedures would
streamline their ability to reject burdensome contracts that
provide no benefit to the bankruptcy estate, minimizing
unnecessary post-petition obligations.  The Journal adds that the
procedures would provide affected parties with adequate notice of
rejection and an opportunity to object within a reasonable time
period.

                        About SemGroup L.P.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream           
service company providing the energy industry means to move
products from the wellhead to the wholesale marketplace.  SemGroup
provides diversified services for end users and consumers of crude
oil, natural gas, natural gas liquids, refined products and
asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11  
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq.
at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P.
Kessler, Esq. and Sherri L. Toub, Esq. at Weil, Gotshal & Manges
LLP; and Martin A. Sosland, Esq. and Sylvia A. Mayer, Esq. at Weil
Gotshal & Manges LLP.  Kurtzman Carson Consultants L.L.C. is the
Debtors' claims agent.  The Debtors' financial advisors are The
Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.  
The CCAA stay expires on Aug. 20, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and  
$5,033,214,000 in total debts.  In their petition, they showed  
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

(SemGoup Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


SEQUOIA COMM: Sells Asset to Clinica for $8.27MM; Gets $2MM Loan
----------------------------------------------------------------
The Deal's Terry Brennan reports that the Hon. Whitney Rimel of
the United States Bankruptcy Court for the Eastern District of
California approved sale of assets of Sequoia Community Health
Foundation, Inc., dba Sequoia Community Health Clinic, to Clinica
Sierra Vista for $8.27 million.

As reported in the Troubled Company Reporter on Aug. 27, 2008,
under an asset purchase agreement dated Aug. 15, 2008, an $850,000
cash must be submitted to the Debtor during the closing date or
within 24 hours after an entry of a sale order.  Clinica Sierra
offered to buy the Debtor's assets for $850,000 cash, $5.92
million in assumed debt and $2 million credit bid.

The Sale will allow Bakersfield, California-based Clinica to
become one the largest non-profit healthcare clinic operator in
the U.S.   

Clinica is currently the 15th largest clinic operator in the U.S.

Based on court documents, the Debtor plans to either request the
Court to convert its chapter 11 case to a chapter 7 liquidation
proceeding, or to proceed with filing a chapter 11 plan within 30
to 45 days after the sale closing.

                      $2 Million DIP Facility

According to The Deal, the Court authorized the Debtor to obtain,
on a final basis, up to $2 million in postpetition financing from
Cinica Sierra, as lender.

The Court also authorized the Debtor to use at least $1.05 million
cash collateral securing repayment of loans to Wells Fargo Bank NA
and Cal- Mortgage, The Deal says.

The $2 million loan will incur interest rate at10%, The Deal
says.  The Debtor will pay $30,000 to cover lender's closing costs
and expenses, the report adds.

                     About Sequoia Community

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 Whitney
Rimel presides over the case.  Riley C. Walter, Esq., at Walter
Wilhelm Law Group represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
formed in this case.  The Debtor has assets of between $1 million
and $10 million and debts of between $1 million and $10 million.


SHEAFE HARBOR: Owner Turns Up with $190,000 Bid at Auction
----------------------------------------------------------
Marion Hurley of Saugus, Mass., the owner of the Victorian-era
structure Sheafe Harbor House, is the only bidder of the property
with a $190,000 bid at an auction on Friday, Geoff Cunningham Jr.
of The Citizen of Laconia (N.H.) reports.

Robert Hundertmark, Esq., of Woburn, Massachusetts, represents the
Hurley family.  An agreement that Mr. Hurley, as mortgagor,
reached with the town in Belknap County Superior Court earlier
this year allowed him to foreclose on the property.  Under the
agreement, the town would have a warrant article making $60,000
available for the removal of dilapidated buildings in town through
a loan.  The article was approved at the March town meeting,
according to the report.

Sheafe Harbor House Inc., the nonprofit organization formed to
benefit the Sheafe Harbor House, filed for Chapter 7 bankruptcy in
April.  Later, the Chapter 7 bankruptcy changed to a filing for
Chapter 11 bankruptcy, according to Center Harbor Selectman
Charley Hanson, the report said.  Sheafe House's filed a motion
for relief, but was denied on failure to do certain actions
according to requirements.

The auction was conducted by McGlauflin Group Auctioneers of
Plymoth.

                     About Sheafe Harbor House

Sheafe Harbor House is a large home which is located next to the
Center Harbor Congregational Church.  The house was built by
Portsmouth merchant William Sheafe in 1877 as a summer home and
for years was a landmark property in the town.  It became the Twin
Gates Manor Nursing Home in 1949 and later was an apartment
building with the original carriage sheds renovated to become the
Dybros House of Jewelry and Gift Shop.


SHELLS SEAFOOD: Blames Bankruptcy Filing on Economic Collapse
-------------------------------------------------------------
Shells Seafood Restaurants, Inc. has filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
The filing was made in the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division.  Shells owns 18 restaurants
with a partial interest in two additional restaurants, but today
closed operations at eight locations.  The eight closed
restaurants are located in Ocala, Winter Park, Orlando, Kissimmee,
Winter Haven, St Petersburg, Holmes Beach and Ft Myers.  Some four
other "Shells" locations managed and operated by the company, as
well as the partially owned and managed "Rock Beach Grill"
restaurant, are not included in this petition.

The core group of the remaining 10 restaurants owned by Shells are
expected to conduct business as usual without interruption,
providing their many loyal customers with the same high level of
service and quality to which they have become accustomed.  

Chief Executive Officer Marc Bernstein said, "The restaurant
industry has been negatively affected by the economic downturn, as
recently reflected by the closings of Bennigan's and Steak and Ale
restaurant chains.  This downturn has affected some of the
marginal stores operated by Shells and necessitated the Chapter 11
filings and store closings.  The 10 remaining restaurants have the
strongest historical performance or the greatest potential for the
future.  It is our goal to emerge from Chapter 11 as soon as we
can with a capital structure and a balance sheet that will allow
us to continue to operate."

Shells is currently pursuing various sources of post-petition
financing but has not received any financing commitments.  There
is no assurance that Shells will obtain any additional financing.

                      About Shells Seafood

Tampa, Florida-based Shells Seafood Restaurants, Inc. (OTC:SHLL)
-- http://www.shellsseafood.com/-- manages and operates 14 full-
service, neighborhood seafood restaurants in Florida under the
name "Shells."  Additionally, the company partially owns and
manages a full-service restaurant named "Rock Beach Grill" in
Pembroke Pines, Florida.  The company's restaurants feature a wide
selection of seafood items, including shrimp, oysters, clams,
mussels, scallops, lobster, crab and daily fresh fish specials,
cooked to order in a variety of ways: steamed, sauteed, grilled,
blackened and fried.  The company's restaurants also offer a wide
selection of pasta dishes, ribs, chicken, steaks, appetizers,
salads, desserts, full bar service and sushi, in select locations.


SILICON GRAPHICS: June 27 Balance Sheet Upside-Down by $56.4MM
--------------------------------------------------------------
Silicon Graphics Inc.'s balance sheet at June 27, 2008, showed
total assets of $415.1 million and total liabilities of
$471.5 million, resulting in a shareholders' deficit of
$56.4 million.

SGI reported financial results for the fourth quarter and fiscal
year 2008 ended June 27, 2008.  The company stated that it has
achieved its stated objectives for the fiscal year of strong
growth in bookings, a strengthened leadership team, an array of
new products and services, and penetration into new customer
accounts.

The company reported net loss of $35.1 million for the three
months ended June 27, 2008, compared to net loss of $36.9 million
for the same period in the previous year.

For nine months ended June 27, 2008, the company incurred net loss
of $153.2 million compared to net loss of $103.6 million for the
same period in the previous year.

Revenue for the fourth quarter was $93.9 million, compared to
$79.1 million in the third quarter and $122.3 million in the
fourth quarter of the prior year, representing an increase of
19% and a decline of 23%.  Revenue for fiscal 2008 was
$354.1 million, a decline of 24% from the prior fiscal year.

The fiscal 2008 operating loss was $127.2 million, compared to a
loss of $101.2 million for the prior fiscal year.  The fourth
quarter operating loss was $28.6 million, compared to
$40.6 million in the third quarter and $24.8 million in the fourth
quarter of the prior year.  Operating expenses for fiscal 2008
were $230.7 million, a decrease of $4.6 million, or 2% year-over-
year.  Operating expenses were $58.1 million for the fourth
quarter of fiscal 2008, compared to $59.2 million for the third
quarter and $56.9 million in the fourth quarter of the prior year.

                Chairman of SGI Board of Directors

SGI also disclosed that Anthony Grillo has been named the chairman
of its board of directors.  Mr. Grillo has served on the SGI board
of directors since October 2006.

"I look forward to continuing to work closely with management and
my fellow board members," Mr. Grillo, who is founder and CEO of
American Securities Advisors LLC, said.

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- (NASDAQ:SGIC) is a provider of products and  
services for use in high-performance computing and data
management.  The company sell solutions based on a range of
scalable servers and storage products from entry-level to high-
end, together with associated software products.  It also offers a
range of services, including professional services, customer
support and education that enable fast installation and
implementation of the solutions.  SGI server systems are based on
the Linux operating system and the Intel Itanium 2 and Xeon
microprocessor families.  It also offers Microsoft Windows Compute
Cluster Server on the Altix XE servers and Microprocessr without
Interlocked Pipeline Stages RISC microprocessors.  The company
sells system products and solutions through both a direct sales
force and indirect channel partners.

On May 8, 2006, Silicon Graphics and 13 subsidiaries filed for
chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 06-10977).  Gary
Holtzer, Esq., and Shai Y. Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, represented the Debtors.

The Hon. Allan L. Gropper confirmed a Modified First Amended Plan
of Reorganization Sept. 19, 2006, allowing the Debtors to emerge
from bankruptcy a month later.

On the plan effective date, SGI announced completion of its exit
financing facility with Morgan Stanley Senior Funding Inc. and
General Electric Capital Corporation, as lending agents.  The
facility provided $115 million in financing consisting of an
$85 million term loan and a $30 million revolving line of credit.  
The facility is secured by substantially all of the assets of SGI
and its domestic subsidiaries.

The exit facility, combined with $57 million in proceeds from
SGI's rights offering and sale of overallotment shares, were used
to pay off $113 million in existing DIP financing, make
distributions pursuant to the Reorganization Plan, and provide
working capital for the company's ongoing operations.  The exit
financing facility matures in five years.

Pursuant to the Plan, the company issued 11,125,000 shares of new
SGI common stock to certain SGI creditors in satisfaction of
claims and upon exercise of stock purchase rights and
overallotment options.  SGI's prior common stock was canceled with
no distribution made to holders of the old stock.


SHARPER IMAGE: Vornado Air Slams $1 Million Legal Fee Requests
--------------------------------------------------------------
According to Bankruptcy Law360, Vornado Air LLC told the U.S.
Bankruptcy Court for the District of Delaware that it is opposing
the $1 million in fee requests by lawyers and advisers to Sharper
Image Corp.

Bankruptcy Law360 relates that Vornado told the court that its
$50,000 claim on the Debtor takes precedence.

                     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 Unsecured Creditors 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)  


SOLUTIA INC: Addresses "Last Few" Bankruptcy Claims
---------------------------------------------------
Michael A. Cohen, Esq., at Kirkland & Ellis LLP, told Judge
Prudence C. Beatty of the U.S. Bankruptcy Court for the Southern
District Court of New York that Solutia Inc. is working towards
getting the "last few claims resolved" in order to seek a final
decree closing its Chapter 11 cases.

Mr. Cohen told the Court that aside from their agreement with
E.I. DuPont de Nemours and Company, the Debtors have reached a
settlement agreement with the Dickerson claim, and will present
the settlement to Judge Beatty upon the district court's approval
of the settlement.

"And we do have a few claims that are left out there, but we are
working to get those resolved in as efficient a manner as
possible with regard to the estate, and we're working with our
claim's monitor in that regard," Mr. Cohen stated.  "And it
really is a very small number of claims, especially for a case of
Solutia's size."

Judge Beatty said that she'd be extremely gratified if the entire
case could be closed by Dec. 31, 2008, about 13 months since
the confirmation of Solutia's Reorganization Plan on Nov. 29,
2008.  Judge Beatty noted that NRG Energy, Inc., which were
represented by Kirkland & Ellis, and Mr. Cohen in their bankruptcy
cases, was able to quickly close its Chapter 11 cases.  Mr. Cohen
agreed to a Dec. 31 target for closing of Solutia's Chapter 11
case.

Judge Beatty noted that Solutia won't continue paying fees to the
U.S. Trustee once it closes its Chapter 11 cases.

In a discussion with Mr. Cohen about how Solutia is doing post-
emergence, Judge Beatty said at the hearing that she'd expect
Solutia to continue to do well, notwithstanding the difficult
economic times in the United States., noting that some of its
products are not U.S. dependent, and the company could increase
prices because its products are not easily produced by other
firms.

                        About Solutia Inc.

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

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

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

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

(Solutia Bankruptcy News, Issue No. 130; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                           *     *     *

Standard & Poor's Ratings Services said its ratings on Solutia
Inc. (B+/Stable/--) will not change as a result of the company's
recent announcement of a public offering of common shares.


SONORAN ENERGY: UHY LLP Expresses Going Concern Doubt
-----------------------------------------------------
UHY LLP in Dallas, Texas, raised substantial doubt about the
ability of Sonoran Energy, Inc., to continue as a going concern
after auditing the company's financial statements for the year
ended April 30, 2008.  

The auditor reported that the company had a net working capital
deficit and accumulated deficit, has continuing operating losses
and is not in compliance with its restrictive debt covenants
associated with the Senior Secured Credit Facility.

                       Management Statement

The company has a working capital deficit of around $20,500,000,
accumulated deficit of $55,400,000, has incurred continued
operating losses, and requires additional capital to fund
development activities, meet its obligations and maintain its
operations.  These conditions raise significant doubt about the
company's ability to continue as a going concern.

Doubts are also raised by the fact that the company is not in
compliance with negative covenants of its $15,000,000 credit
facility with Standard Bank, which closed on Nov. 29, 2007.  The
company is currently negotiating a restructuring of the facility.     

However, due to the uncertainty regarding the company's ability to
restructure the facility, the full amount outstanding is reported
as a current obligation.

The company will continue to seek equity investments, restructure
its facility, and work on programs to develop its oil and gas
property.  There can be no assurance, however, that these efforts
will generate sufficient cash flow to meet its obligations or to
continue its development program.  Given the current commodity
price environment, the company's ability to obtain financial
support from its key shareholders, and the progress on development
of its assets over the past few months, management expects to
reach an acceptable resolution to remedy the expected default of
the facility's covenants.  If an agreement is not reached, the
company could be forced to seek protection from creditors.

Subsequent to the year ended April 30, 2008, the company has
received continued support of key shareholders as evidenced by
investments totaling $1,500,000 during June and July 2008.

                    Results of Operation

The company posted a net loss of $7,112,554 on total revenues of
$2,344,580 for the year ended April 30, 2008, as compared with a
net loss of $9,062,713 on total revenues of $2,512,037 in the
prior year.

Revenues decreased to $2,344,580 for the year ended April 30,
2008, from the $2,512,037 for the year ended April 30, 2007, due
primarily to the lack of Scottsdale Oilfield Services consulting
contracts, which amounted to $411,192 in 2007 offset by an
increase in revenue from Oil and Gas operations of $225,867 due
primarily the increased Oil and Gas prices.  The last of the
consulting contracts ended in the last quarter of 2007, and the
company has not actively sought any further contracts.  

Revenues increased to $2,512,037 for the year ended April 30,
2007, from the $1,938,234 for the year ended April 30, 2006, due
primarily to increased production from its Louisiana properties.

Interest expense of $2,133,430 in the year ended April 30, 2008,
increased $789,423 when compared with $1,344,007 incurred in the
year ended April 30, 2007.  The company increased its interest-
bearing debt by $4,900,000 during the year ended April 30, 2008,
through the entering into a new financing for $12,000,000 offset
by the repayment of $6,900,000 of the old senior secured credit
facility debt and conversion of $200,000 of convertible debt to
common shares.  The early payout of the NGP loans resulted in a
charge to loss on debt extinguishments of $344,163, which
represents deferred costs that would have been amortized over the
life of the loan.  

The new financing carried fees and set-up costs totaling
$1,042,579.  The costs are being amortized over the 36-month term
of the loan resulting in a charge to interest expense of $120,647
for the year ended April 30, 2008.  In addition, the new financing
carried warrants that were valued at $643,076 that are being
amortized over the 36-month term of the loan resulting in a charge
to interest expense of $89,316 for the year ended
April 30,2008.  The increase in interest expense is attributed to
the cost of NGP loan and the convertible debt for a longer period
in 2008 plus the costs associated with the increased debt level in
2008.

                 Liquidity and Capital Resources

The company had cash and cash equivalents of $612,998 at
April 30, 2008, for a decrease of $90,510 when compared with April
30, 2007.  During the third quarter of 2008, the company obtained
additional funding from Standard Bank under a new credit facility,
which closed on Nov. 29, 2007.  

The company borrowed a total of $12,000,000 under this facility
during the quarter, which was used to repay the NGPC facility,
repurchase an override from NGPC, and to partially fund its
Louisiana work over program.  The remaining $3,000,000 is not
currently available, as the company is expected to be in default
of several covenants of the facility by July 31, 2008.  The funds
raised under this facility were primarily used to conduct re-
completions on two high impact Louisiana wells.  However, the
operations were suspended without achieving production.

During March 2008 and June 2008, the company obtained funds from
two large shareholders to support its planned operations in West
Texas.   These operations have a lower risk profile, but take
longer to provide the desired increase in production.  

The company has seen some successes in its West Texas operations,
and higher oil prices have increased the feasibility of certain
low cost well interventions in East Texas.  While the two large
shareholders have provided funds for developments over the past
year, there is no assurance that they will continue to support the
company's activities.

The company projects that production levels in August will be
sufficient to cover operating expenses and provide sufficient
funding for operating and debt service requirements.  However, the
company will need to seek additional debt or equity funds to
continue to develop its assets including seeking a partner for its
Louisiana project.  The company believes that it will be able to
obtain additional funding as needed to continue to meet the
anticipated liquidity and capital resource needs of the company
for the fiscal year ending April 30, 2009.

                    Probability of Bankruptcy

Compliance with the negative covenants in the facility is not
required until after April 30, 2008.  However, the company is not
currently in compliance and must make significant improvements to
achieve compliance.  The company is currently negotiating a
restructuring of the facility.  Accordingly, the full amount
outstanding under the facility is reported as a current liability.  
If an agreement is not reached, the company could be forced to
seek protection from creditors.  The company expects to reach an
agreement that will reduce cash requirements to an acceptable
level.

                           Balance Sheet

At April 30, 2008, the company's balance sheet showed $46,632,725
in total assets, $23,738,964 in total liabilities, and $22,893,761
in total stockholders' equity.  

The company's consolidated balance sheet at April 30, 2008, showed
strained liquidity with $1,783,120 in total current assets
available to pay $22,252,610 in total current liabilities.

A full-text copy of the company's 2008 annual report is available
for free at http://ResearchArchives.com/t/s?3191

                       About Sonoran Energy

Dallas-based Sonoran Energy, Inc., (Other OTC: SNRN) --
http://www.sonoranenergy.com/-- is an independent oil and gas  
company that acquires, develops, produces and explores oil and gas
properties primarily in North America.  Its principal property
consists of proved and unproved oil and gas property in Louisiana
and Texas.  The company, formerly known as Showstar Online.com,
Inc., was founded in 1995.


SOUTH COAST: Fitch Cuts 'BBB' Rating on $193 Mil. Notes to 'CCC'
----------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative three
classes of notes issued by South Coast Funding I Ltd. (South Coast
I).  These rating actions are effective immediately:

  -- $193,366,908 Class A-1 Notes downgraded to 'CCC' from 'BBB-'
     and removed from Rating Watch Negative;

  -- $38,000,000 Class A-2 Notes downgraded to 'CC' from 'BB' and    
     removed from Rating Watch Negative; and

  -- $28,082,879 Class B Notes downgraded to 'C' from 'CC' and
     removed from Rating Watch Negative.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage backed securities (RMBS).

South Coast I is a cash flow structured finance (SF)
collateralized debt obligation (CDO) that closed on December 21,
2001 and is managed by TCW Investment Management Company.  
Presently, 31.7% of the portfolio is comprised of 2005 through
2007 vintage U.S. subprime RMBS, 21.8% pre-2005 vintage subprime
RMBS, 9.3% 2005 through 2007 vintage U.S. Alternative (Alt)-A
RMBS, 8.4% pre-2005 vintage Alt-A RMBS, and 1.8% U.S. SF CDOs.

Since Fitch's last review in November 2007, approximately 42.1% of
the portfolio has been further downgraded and 4.4% of the
portfolio is currently on Rating Watch Negative.  53.8% of the
portfolio is now rated below investment grade, with 38.3% of the
portfolio rated 'CCC+' or below.  The negative credit migration
experienced since the last review has resulted in the weighted
average rating factor deteriorating to 'BB-/B+' as of the July 11,
2008 trustee report from 'BBB-' at Fitch's last review, breaching
its covenant of 'BBB/BBB-'.

The collateral deterioration has caused each of the
overcollateralization (OC) ratios to fall below their triggers.  
As of the trustee report dated July 11, 2008, the class A OC ratio
was 91.4% and the class B OC ratio was 81.1%, both falling below
their triggers of 105.0% and 101.5%, respectively.  As a result of
the class A OC test failure, interest proceeds remaining after
paying class A-2 interest are being diverted to redeem the class
A-1 notes.  Additionally, payment of interest on the class B notes
has been made in kind by writing up the principal balance of the
class by the amount of interest owed.  Fitch does not expect the
class B notes to receive any interest or principal payments going
forward. Further, all interest coverage ratios are failing. The
downgrades to the rated notes reflect Fitch's updated view of the
default risk associated with each of the notes.

The ratings on the class A-1 and A-2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the maturity date.  The rating on the class B notes
addresses the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the maturity date.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date. Fitch
will continue to monitor and review this transaction for future
rating adjustments.


STRAITS GLOBAL: Poor Collateral Prompts Fitch to Downgrade Ratings
------------------------------------------------------------------
Fitch Ratings downgraded six classes and removed from Rating Watch
Negative five classes of notes issued by Straits Global ABS CDO I,
Ltd. (Straits CDO I).  These rating actions are effective
immediately:

-- $94,150,454 class A-1 notes downgraded to 'A' from 'AA-' and  
    removed from Rating Watch Negative;

-- $72,000,000 class A-2 notes downgraded to 'BB' from 'BBB';   
    remains on Rating Watch Negative;

-- $41,000,000 class B-1 notes downgraded to 'CCC' from 'BB+' and
    removed from Rating Watch Negative;

-- $7,000,000 class B-2 notes downgraded to 'CCC' from 'BB+' and
    removed from Rating Watch Negative;

-- $10,685,114 class C-1 notes downgraded to 'C' from 'CCC' and
    removed from Rating Watch Negative;

-- $3,116,902 class C-2 notes downgraded to 'C' from 'CCC' and   
    removed from Rating Watch Negative.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically in subprime
residential mortgage-backed securities (RMBS) and Alternative-A
(Alt-A) RMBS.

Straits CDO I is a cash flow structured finance (SF)
collateralized debt obligation (CDO) that closed on Oct. 28, 2004
and is managed by Declaration Management & Research LLC. Presently
55.7% of the portfolio is comprised of U.S. subprime RMBS, with
14.7% from the 2005 through 2007 vintages, and 14.2% consists of
Alt-A RMBS, with 4.2% from the 2005 through 2007 vintages.

Straits CDO I declared an event of default on May 7, 2008 due to
the A/B overcollateralization (OC) ratio dropping below 100%.  The
class A-1 noteholders have the right to accelerate the
transaction, however, based on the May and August 2008 payment
date reports, they have not elected to do so.  Acceleration would
benefit the class A-1 notes to the detriment of more junior notes
because it would direct all interest and principal proceeds to pay
class A-1 interest and redeem class A-1 principal.  The class A-2
notes remain on Rating Watch Negative as a vote for acceleration
by the class A-1 noteholders would prevent the class A-2 notes
from receiving their timely interest distributions.

Since Nov. 21, 2007, approximately 49.5% of the portfolio has been
downgraded with 7.8% of the portfolio currently on Rating Watch
Negative.  42.9% of the portfolio is now rated below investment
grade, of which 24.4% of the portfolio is rated 'CCC+' or below.

The collateral deterioration has caused each of the OC ratios to
fall below 100% and to fail their respective covenants.  According
to the trustee report dated Aug. 4, 2008, the class A/B and C OC
ratios are 92.8% and 87.6%, respectively, relative to their
covenants of 103.7% and 102.0%, respectively.  The class C-1 and
C-2 notes have been paying in kind (PIKing), whereby the principal
balance of the notes is written up by the amount of missed
interest, since May 2008.  Based on the projected performance of
the portfolio, Fitch does not expect the classes C-1 and C-2 notes
to receive any interest or principal proceeds going forward.

The ratings on the classes A-1, A-2, B-1 and B-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 classes C-1 and C-2 notes address the ultimate
receipt of interest payments and ultimate receipt of principal as
per the transaction's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


ST. STEPHEN: Petition Calls for Durham Cathedral to Take Control
----------------------------------------------------------------
Graeme Neill of The Bookseller reports that a petition calling for
the Dean of Durham Cathedral to take control of the cathedral's
St. Stephen the Great, LLC, bookshop from its owners Mark and Phil
Brewer has received more than 100 signatures.

The petition, which has been addressed to the Very Reverend
Michael Sadgrove, calls for him to "rescue this once outstanding
bookshop from the hands of those who have ravaged it", says Mr.
Neill.

The petition states: "Surely enough is enough: we urge you to take
decisive action now to rescue the shop from further decimation,"
the petition reads, quotes Mr. Neill.  "Durham Cathedral is a
World Heritage Site and an iconic northern shrine, a popular
tourist destination and a centre of Britain's spiritual life --
yet it is now marred by association and ill-equipped to serve
those who come to it seeking spiritual refreshment and theological
enlightenment", quotes Mr. Neill further.

"We therefore call upon you to step in, as Jesus once stepped in
at the Temple in Jerusalem, and to drive out these men who are
bringing this unique part of Britain's Christian Heritage into
disrepute.  We urge you, please: take back control of your
bookshop, of our bookshop, without further delay", Mr. Neill even
more quotes.

Based in Houston, Texas, the Debtor --
http://ststephentrust.org.uk/-- is an Orthodox lay charity  
company, which was established in 2004 to acquire redundant
churches in order to put them into use for Orthodox Christian
worship.  Its objects also include spreading the Gospel message
through distribution of the printed word and supporting Orthodox
Christian mission in the U.K.  It filed for bankruptcy with the
U.S. Bankruptcy Court for the Southern District of Texas
(Houston), Case No.: 08-33689.  It listed estimated assets
of $100,001 to $500,000 and estimated debts of $1,000,001 to
$10 million in its court filing.


STEVE & BARRY'S: Creditors Balk at $5 Mil. Payout to Founders
-------------------------------------------------------------
According to Bankruptcy Law 360, creditors of bankrupt discount
clothing outlet Steve & Barry's LLC have asked the U.S. Bankruptcy
Court for the Southern District of New York to stop a $5 million
payment to the company's founders.

Based 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.


SUNRISE ENERGY: $2.1MM Working Capital Deficit Cues GLO Doubt
-------------------------------------------------------------
Houston, Texas-based GLO CPA's LLLP raised substantial doubt about
the ability of Sunrise Energy Resources, Inc., to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed to the
company's net losses during the year ended
Dec. 31, 2007, and working capital deficit as of Dec. 31, 2007.

The company posted a net loss of $2,002,817 on total revenues of
$2,767,432 for the year ended Dec. 31, 2007, as compared with a
net loss of $339,042 on total revenues of $1,874,207 in the prior
year.

                       Management Statement

Since inception, the company has financed its operations from
private sources.  Management anticipates continuing losses in the
near future while its wholly owned Ukrainian subsidiaries, TOV
Energy-Servicing Company Esko Pivnich and Pari, Ltd., establish
steady production of hydrocarbons in Ukraine.  As at Dec. 31,
2007, the company has cash balances of $11,915 and a working
capital deficit of $2,172,224.

Management is currently discussing various financing options with
private investors that include company shareholders.  However, no
assurance can be provided as to if, when, and in what amount the
new financing may be received by the company.  Failure to timely
receive a financing may cause the company to significantly curtail
or altogether suspend its capital expenditure program.  This may,
in turn, have material adverse effect on its production
activities.  Management anticipates it will require around
$10,000,000 to implement its capital expenditure program for 2008.  
Management believes that it will be able to raise the funds
through equity and debt financing.

To fully develop the area covered by its licenses, the company
needs substantial additional funding.  Additionally,
recoverability of a major portion of its assets is dependent upon
continued operations of the company, which in turn is dependent
upon its ability to meet its financing requirements on a
continuing basis, primarily by its ability to raise additional
funds in equity markets, and to succeed in its future operations.

Management has taken steps to revise its operating and financial
requirements, which it believes are sufficient to provide the
company with the ability to continue in existence.  The company
plans to continue to raise additional capital in the equity
markets as significant source of funding the development of the
Licenses.  Based on its expected production capabilities from the
expenditures that will be made as a result of equity and debt
financing, the company believes that it could generate adequate
cash flow.  Additional funding requirements may also be necessary
before the company is able to rely solely on the production from
the licensed properties for the cash flow of the company.

                 Oil & Gas Production and Revenue

During the year ended Dec. 31, 2007, Esko Pivnich had gross
production of 21,321 barrels of crude oil, 201,414 thousands of
cubic feet of natural gas, and 7,068 barrels of condensate
respectively.  As at Dec. 31, 2007, the company carried inventory
of oil of 104 BBLS and 635 BBLS of condensate while as at Dec. 31,
2006, the company carried 6,252 BBLS of oil in inventory.

The company recognizes revenue from the sale of oil and condensate
when the purchaser takes delivery of the oil at the field.  The
revenue from the sale of natural gas is recognized at the metering
node installed at the point of connection of the Bogodukhov-
Stepove gas pipeline with the gas flow line from the storage and
separation facility at the Karaikozovsk property lease in Eastern
Ukraine.

During the year ended Dec. 31, 2007, the company sold on the gross
basis 27,229 BBLS of its internally produced crude oil at an
average price of $51.78 per BBL translating into net revenues from
sales of internally produced oil of $1,409,783.  In addition, the
company sold on a gross basis 201,414 MCF of gas at an average
price of $3.06 per MCF translating into net revenues from sales of
produced gas of $617,239.  Also, the company generated $350,621
from the sales of produced condensate at an average price of
$54.70.

                           Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed $12,793,914
in total assets, $11,684,607 in total liabilities, and $1,109,307
in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $2,942,614 in total current assets
available to pay $5,114,835 in total current liabilities.

These information are included in Sunrise Energy's amendment to
its Form 10-KSB with the Securities and Exchange Commission to
disclose the result of management's assessment of internal
controls.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?3195

                       About Sunrise Energy

Sunrise Energy Resources, Inc., (OTC BB: SEYR) --
http://www.sunriseenergy.us/-- through its subsidiaries,  
explores, distributes and produces oil and gas in Ukraine. It
holds interests primarily in the Karaikozovsk, Rakitnyansk, and
Rogan fields in eastern Ukraine, as well as in the Peremyshlyansk,
Niklovitsk, Chukvinsk, Pilipivsk, and Sheremetyevsk properties in
the western Ukraine.  The company was founded in 2000 and is
headquartered in New York.


TERRAPIN INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Terrapin Industries LLC
        121 West 15th Street
        New York, NY 10011

Bankruptcy Case No.: 08-13409

Chapter 11 Petition Date: September 2, 2008

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Rosenbloom Nash, LLP
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836
                  Email: FinkGold@aol.com

Total Assets: $6,294,267

Total Debts: $12,264,616

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Solar Innov. Solarium                                 $280,440
234 East Rosebud Road
Myerstown, PA 17067

Consolidated Elevator
5-48 50th Avenue
Long Island, City, NY 11101

Gendell Architecture                                   $101,352
1031 Bloomfield Street
Hoboken, NJ 07030

Solar Innov. Doors                                      $93,486

Superior Concrete-Foundation                            $87,745

Classic Iron Works                                      $71,130

Mueser Rutledge Consulting Engineers                    $62,195

Orange City Iron - Fabricate                            $42,860

Metropolis Group                                        $25,204

American Express                                        $23,830

Bank of America - New York                              $19,250

Capital one Loan Services                               $19,099

Grey Design Studio                                      $18,680

Aniphase                                                $17,000

Gilsanz Murray Steficek                                 $16,952

Bruce Collier                                           $14,000

Bank of America - Illinois                              $12,181

Impact Concrete & Control                                $7,955

Island Elevator Service                                  $7,500

Norfast Consulting                                       $4,123


TERWIN ASSET: Collateral for $55MM Debt to be Auctioned Sept. 8
---------------------------------------------------------------
Shinsei Bank, Limited and Merrill Lynch Mortgage Capital Inc., the
Secured Parties under an Oct. 27, 2003 Pledge Agreement with
Terwin Asset Management LLC, Terwin Employees LLC, is selling at a
public sale on Sept. 8, 2008, at 10:00 a.m. (Eastern Time), a
collateral pledged to them by the Debtors.  The auction will be
held at the offices of Vinson & Elkins LLP, 666 Fifth Avenue, 26th
Floor in New York, NY 10103.

The collateral consists of the Debtor's ownership interests in
Specialized Loan Servicing LLC pledged to Secured Parties, which,
based on information provided by the Debtors, Secured Parties
understand (without making any representation or warranty)
represents 82.35% of the total outstanding ownership of SLS.  The
Debtors pledged the collateral as security for certain
indebtedness, including $55,000,000 in principal of secured debt.  
The Debtors are in default under the Loan Documents.  The total
amount due under the Loan Documents is $58,232,746.73 for
principal and accrued interest as of Aug. 1, 2008, plus additional
accrued interest after that date and certain other fees and
charges.  

All prospective bidders are required to present a $5.0 million
deposit, in cashier's check, to Secured Parties prior to
September 5, 2008 at 5:00 p.m. (Eastern Time).  The deposit will
be held in escrow pending the closing of the sale.  


TERWIN EMPLOYEES: Collateral for $55MM Debt for Auction Sept. 8
---------------------------------------------------------------
Shinsei Bank, Limited and Merrill Lynch Mortgage Capital Inc., the
Secured Parties under an Oct. 27, 2003 Pledge Agreement with
Terwin Asset Management LLC, Terwin Employees LLC, is selling at a
public sale on Sept. 8, 2008, at 10:00 a.m. (Eastern Time), a
collateral pledged to them by the Debtors.  The auction will be
held at the offices of Vinson & Elkins LLP, 666 Fifth Avenue, 26th
Floor in New York, NY 10103.

The collateral consists of the Debtor's ownership interests in
Specialized Loan Servicing LLC pledged to Secured Parties, which,
based on information provided by the Debtors, Secured Parties
understand (without making any representation or warranty)
represents 82.35% of the total outstanding ownership of SLS.  The
Debtors pledged the collateral as security for certain
indebtedness, including $55,000,000 in principal of secured debt.  
The Debtors are in default under the Loan Documents.  The total
amount due under the Loan Documents is $58,232,746.73 for
principal and accrued interest as of Aug. 1, 2008, plus additional
accrued interest after that date and certain other fees and
charges.  

All prospective bidders are required to present a $5.0 million
deposit, in cashier's check, to Secured Parties prior to
September 5, 2008 at 5:00 p.m. (Eastern Time).  The deposit will
be held in escrow pending the closing of the sale.


THORNBURG MORTGAGE: Further Extends Exchange Offer Until Sept. 9
----------------------------------------------------------------
Thornburg Mortgage, Inc. extended until Sept. 9, 2008, at 12:01
a.m. EDT, the expiration of its exchange offer and consent
solicitation for all outstanding shares of its 8.00% Series C
Cumulative Redeemable Preferred Stock, Series D Adjusting Rate
Cumulative Redeemable Preferred Stock, 7.50% Series E Cumulative
Convertible Redeemable Preferred Stock and 10% Series F Cumulative
Convertible Redeemable Preferred Stock.

The exchange offer for all outstanding shares expired yesterday.

The company and the parties to the Override Agreement continue to
negotiate clarifications with respect to the amount, timing,
calculation methodology, limits of margin calls and agreed upon
uses for the Liquidity Fund.  The company continues to negotiate a
resolution to these ambiguities with the parties to the Override
Agreement and currently anticipates that a successful
clarification of the Agreement would allow the Company to complete
the Exchange Offer by 12:01 a.m. EDT, on Sept. 9, 2008, unless
further extended or terminated by the company.

On Sept. 2, 2008, holders of Preferred Stock had tendered
approximately:

   -- 89.9% (5,866,768 shares) of the Series C Preferred Stock;

   -- 88.8% (3,553,548 shares) of the Series D Preferred Stock;

   -- 94.0% (2,973,076 shares) of the Series E Preferred Stock and

   -- 94.5% (28,649,913 shares) of the Series F Preferred Stock.

Holders of the Preferred Stock who participate in the Exchange
Offer will receive $5.00 in cash and 3.5 shares of the company's
common stock for each share of preferred stock validly tendered.

Holders who have previously tendered their shares of Preferred
Stock continue to have the right to revoke such tenders at any
time prior to the new expiration date by complying with the
revocation procedures set forth in the Offering Circular relating
to the Exchange Offer.

Following the announcement, Thornburg Mortgage shares increase 3
cents to 45 cents in extended trading, Bloomberg reports.  At 4:00
p.m., stock dropped 1 cent to 42 cents, the report says.

                  About Thornburg Mortgage Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 27, 2008,
Moody's Investors Service affirmed Ca and C senior debt and
preferred stock ratings, respectively of Thornburg Mortgage Inc.
Thornburg's Ca debt rating remains under review for possible
downgrade.

Moody's said that Thornburg's efforts to raise capital to avoid
default under its repo agreements have resulted in the
reconfiguration of its balance sheet with adverse impact on its
debt and preferred equity holders.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's said that the completion of Thornburg Mortgage
Inc.'s tender offer for its preferred shares will have an impact
on the rating once complete.  If Thornburg is successful in the
tender offer, S&P would view this as a positive sign.


TRICOM SA: Court Denies Summary Judgment Motion
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied Tricom S.A., and its U.S. affiliates' summary judgment on
the proposed estimation of the claims filed by Bancredit Cayman
Limited and Bancredito (Panama), S.A.  The Debtors asked the Court
to (i) estimate the claims at zero, and (ii) determine that no
reserve should be set aside for those claims.

The Court clarified that the order does not constitute a ruling
on the merits regarding the nature, validity or amount of Claim
Nos. 8 filed by Bancredito (Panama) S.A., and Claim No. 10 filed
by Bancredit Cayman Limited against Tricom, S.A.

The Debtors filed their summary judgment motion to resolve the
proposed estimation of claims of Bancredit Cayman and Bancredito
Panama.  The claims, aggregating $178,000,000, allegedly resulted
from Tricom's issuance in December 2002 of more than 21,000,000
shares of stock to investors.

Bancredito Panama seeks to recover $92,000,339 while Bancredit
Cayman asserts $86,525,273.  Both banks allege that the
transaction was part of a fraudulent scheme to enrich Tricom at
their expense while Tricom argues the stock issuance was made to
inject "badly needed equity" into the company.   

Prior to the Court's decision, Bancredito Panama questioned the
provision concerning the validity or nature of Claim Nos. 8 and
10.  The bank described the provision as "surplusage" that was
never discussed during the August 13, 2008 hearing.

In response, the Debtors through a letter dated August 27, 2008,
said the provision is necessary to clarify the effect of the
denial of the proposed summary judgment.  "This language is
appropriate in order to fully preserve Tricom's right to object
to the claims filed by Bancredito Panama and Bancredit Cayman,"
the Debtors stated in the letter.

According to the letter, the Debtors have received comments from
counsel for Bancredito Panama in the proposed summary judgment
and incorporated those comments in the proposed order.  The
Debtors said they have not received any objection from Bancredit
Cayman to the proposed summary judgment order.

The Official Liquidator of Bancredito Panama filed under seal a
memorandum of law in opposition to Tricom's summary judgment
motion.  Richard Smolev, Esq., at Kaye Scholer LLP, in New
York, Bancredito Panama's counsel, also filed under seal a
declaration in support of the Liquidator's memorandum of law.

On behalf of Bancredit Cayman Limited, its counsel Glenn C.
Edwards, Glenn Edwards, Esq., at Satterlee Stephens Burke & Burke
LLP, in New York; Nigel K. Meeson, Esq.; Amauri A. Castillo,
secretary general of the Panamian Superintendency of Banks;
Carlos Enrique Munoz, Esq.; Luis Guinard; Richard L. Fogerty; and
Peter Haviland filed declarations supporting Bancredit Cayman's
opposition to the summary judgment request.

Mr. Meeson, in his expert testimony, said that, as a matter of
Cayman Islands law, Bancredit would have restitutionary claim
against Tricom to recover the $70,000,000 transferred.

Kelvin D. Chen, Esq., and Robert J. McMillan, Esq., at Morrison &
Foerster LLP, filed declarations in support of Tricom's summary
judgment motion.

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

As of June 30, 2008, Tricom had US$316,325,466 in assets and
US$771,970,349 in liabilities.

(Tricom Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TRICOM SA: Produce Special Committee Report, Says Court Ruling
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has issued a ruling approving Bancredito (Panama) S.A.'s request
for a special committee report.  The Court directed Tricom SA, and
its U.S. debtor-affiliates to deliver the draft and the final
special committee reports and their accompanying exhibits to
Bancredito Panama and Bancredit Cayman Limited.  The Court
authorized the banks to use the draft and the final reports but
only for purposes of the estimation proceedings and other
proceedings in the Debtors' bankruptcy cases.

The reports contain the findings of the Special Committee
appointed by Tricom S.A.'s Board of Directors to investigate into
a private placement of shares of the company's common stock in
December 2002, wherein Bancredito Panama allegedly loaned off
$70,000,000 to investors to purchase the stock.

During the August 13, 2008 hearing, the Court ruled that Tricom
failed to sustain the burden of proof that the privilege ever
attached.  The Court noted that there is no evidence in record to
support that conclusion that the special report was prepared in
contemplation of any litigation.  The report, he said, was
prepared to address an accounting issue.  There's no evidence
that anybody would have done anything differently if they thought
about, for instance, the claims estimation litigation.

The Debtors, in a letter dated August 27, 2008, told the Court
that after the August 13 hearing, Bancredito Panama circulated a
proposed order granting the motion to compel and engaged in
discussions with the Debtors regarding the terms of the proposed
order.  The Debtors said the parties were able to reach an
agreement regarding the majority of the provisions in the
proposed order, but there were two unresolved issues:

   (1) The Tricom Proposed Order specifically identifies what
       documents must be produced, while the Panama Proposed
       Order simply refers to the production of "Special
       Committee Report, all drafts and accompanying exhibits."

   (2) The Tricom Proposed Order includes language limiting the
       uses to which the Draft Report and the Final Report can be
       put in accord with the protective order, which provides
       that all information and documents produced in connection
       with Tricom's bankruptcy case "shall be used for no
       purpose other than the Estimation Proceedings . . ."

As reported in the Troubled Company Reporter on Aug. 27, 2008,
Bancredit Cayman Limited said that Tricom S.A. failed to prove
that the attorney-client and work-product privileges had not been
waived when it disclosed the special committee report to the
counsel for the Ad Hoc Committee of Unsecured Creditors and
Sotomayor & Associates LLP.

Tricom previously urged the Court to deny the proposed production
of the special committee report because it is protected from
disclosure by attorney-client and work product privileges.  

                        About Tricom S.A.

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.  

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The Company also owns interests in undersea fiber-
optic cable networks that connect and transmit
telecommunications signals between Central America, the
Caribbean, the United States and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.

Tricom USA originates, transports and terminates international
long-distance traffic using switching stations and other
telecommunications equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on Feb. 29, 2008 (Bankr. S.D. N.Y. Case No. 08-
10720).  Larren M. Nashelsky, Esq., at Morrison & Foerster LLP,
in New York City, represent the Debtors.  When the Debtors'
filed for protection from their creditors, they listed total
assets of US$327,600,000 and total debts of US$764,600,000.

As of June 30, 2008, Tricom had US$316,325,466 in assets and
US$771,970,349 in liabilities.

(Tricom Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Board Taps Paul Hastings as Litigation Counsel
-------------------------------------------------------------
The litigation committee of the board of directors of Tropicana
Entertainment Holdings LLC, seeks permission from the the U.S.
Bankruptcy Court for the District of Delaware to employ Paul
Hastings Janofsky & Walker LLP as its special litigation counsel.

TEH Litigation Committee chairman Thomas M. Benninger relates
that on June 6, 2008, the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases filed a request to
conduct examinations of the Debtors, William J. Yung III, and
Columbia Sussex Corp. pursuant to Rule 2004 of the Federal Rules
of Bankruptcy Procedure.

The TEH board seeks to employ Paul Hastings for the limited
purposes of working with the Creditors Committee in the ongoing
Rule 2004 proceedings, and conducting an independent
investigation and evaluation of any litigation claims TEH may
have against any other entity or individual, including the Yung-
related entities.

The TEH board notes that Paul Hastings has extensive experience
in conducting investigations of the type contemplated by the
Committee.  Paul Hastings' White Collar, Internal Investigations
and Corporate Governance Group has successfully represented
corporate officers, directors and employees, as well as
government contractors, financial institutions and health care
providers in a wide range of proceedings and investigations, Mr.
Benninger points out.  He adds that Paul Hastings' Finance and
Restructuring Group provides an array of services to assist
financially distressed businesses and their creditors in
maximizing values and ultimate recoveries in a broad range of
circumstances.

Specifically, as special litigation counsel to the TEH Board,
Paul Hastings will:

   (a) investigate potential litigation claims the Board may wish
       to pursue against any entity or individual;

   (b) coordinate the Board's investigative efforts with those of
       the Debtors, the Creditors Committee, and the Ad Hoc
       Consortium of Holders of Senior Subordinated Debt issued
       by the Debtors, pursuant to a term sheet agreement to
       avoid duplication of efforts;

   (c) analyze potential claims and submit a report to the Board
       summarizing and recommending potential causes of action;
       and

   (d) potentially prosecute any causes of action brought by the
       Debtors.

The Debtors will pay Paul Hastings for its legal services on an
hourly basis and will reimburse the firm for actual and necessary
out-of-pocket expenses it incurs.  The firm's hourly rates may
change from time to time in accordance with Paul Hastings'
established billing practices and procedures.  The current hourly
rates of Paul Hastings professionals are:

     Professional         Position               Hourly Rate
     ------------         --------               -----------
     James D. Wareham     Partner, Litigation        $895
     Richard A. Chesley   Partner, Corporate         $825
     Gregory S. Otsuka    Associate, Corporate       $615
     Christian M. Auty    Associate, Litigation      $495
     Kaycee M. Sullivan   Associate, Litigation      $455
     Ruth P. Rosen        Paralegal, Corporate       $305

Richard A. Chesley, Esq., a partner at Paul Hastings, informs the
Court that his firm:

   (i) represents or has represented certain interested parties
       in matters unrelated to the Debtors' Chapter 11 cases.
       Paul Hastings will not represent these entitles in the
       Debtors' bankruptcy cases;

  (ii) may have worked with certain professionals in matters
       unrelated to the Debtors' Chapter 11 cases;

(iii) may have several of its attorneys having professional,
       working or social relationships with firms or
       professionals that may be adverse to the Board.  Paul
       Hastings has strict policies against disclosing
       confidential information to anyone outside of the firm,
       including spouses, parents, children, siblings, fiances
       and fiancees; and

  (iv) certain Paul Hastings attorneys or employees may hold
       interests in mutual funds or other investment vehicles
       that may own interests in the Debtors.

Nevertheless, Mr. Chesley assures the Court that Paul Hastings
does not represent or hold any interest adverse to the Board with
respect to matters to which it will be employed.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009.

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


TROPICANA ENT: Court Appoints WHS as Professional Fees Auditor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
Warren H. Smith & Associates P.C., as fee auditor of the Tropicana
Entertainment LLC and its debtor-affiliates pursuant to Rule 9017
of the Federal Rules of Bankruptcy Procedure, Rule 706 of the
Federal Rules of Evidence, Rule 2016-2(i) of the Local Rules of
Bankruptcy Practice and Procedure of the Court.

WHS & Associates will act as special consultant to the Court for
the review and analysis of fees of professionals retained in the
Debtors' bankruptcy cases.

The terms of the Court's June 5, 2008, Compensation Order will not
be modified, except that the Applicant will also send to WHS &
Associates a copy of its fee application, including relevant fee
details, in hard copy via first class mail and via e-mail in a
searchable electronic format except Adobe Acrobat.  If any
Applicant cannot reasonably convert its Fee Detail to one of the
accepted electronic formats, the Fee Auditor will work with the
Applicant to find an appropriate electronic format.

           Duties of Fee Auditor and Related Procedures

To the extent reasonably practicable, WHS & Associates will avoid
duplicative review of final fee applications and quarterly
interim fee application requests.

During the course of its review, the Fee Auditor may review any
filed documents in the Debtors' Chapter 11 cases and will be
responsible for general familiarity with the docket in these
bankruptcy cases.  WHS & Associates will be deemed to have filed
a request for notice of papers under Rule 2002 of the Federal
Rules of Bankruptcy Procedure.

If the Fee Auditor has any questions, issues or disputes
regarding a quarterly Interim Fee Application Request, it will
communicate those concerns in writing to the Applicant within 30
days after the latter of the due date of, or service upon the Fee
Auditor of, a quarterly Interim Fee Application Request.

An Applicant who has received an Initial Report may respond
within 10 days after the date of the Initial Report.  That
response can be contained in the e-mail itself, or, if it is
contained in an attachment to the e-mail, must be in a searchable
electronic format, but not Adobe Acrobat.

WHS & Associates will file with the Court a final report with
respect to each quarterly Interim Fee Application Request within
the latter of (i) 30 days after the date of the Initial Report,
or (ii) 20 days after the receipt of a response to the Initial
Report.

The Final Report will also be served on the affected Applicant
and the Notice Parties.  An Applicant may file with the Court a
response to a Final Report, which response will be served upon
Notice Parties.

Any of the set periods may be extended by the mutual consent of
the Fee Auditor and the Applicant.

WHS & Associates will be available for deposition and cross-
examination by the Debtors, the Official Committee of Unsecured
Creditors, the U.S. Trustee, and other interested parties
consistent with Rule 7006 of the Federal Rules of Evidence.

                        Fees and Expenses

WHS & Associates' fees and expenses will be subject to
application and review and will be paid from the Debtors' estates
as an administrative expense under Section 503(b)(2) of the
Bankruptcy Code.

The principal attorney designated to serve as Fee Auditor is
Warren H. Smith, with a current hourly rate of $275.  The firm's
hourly rate for paraprofessional services range from $40 to $155
per hour.  

Other attorneys and paralegals may from time to time assist in
the fee auditing process.

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009. (Tropicana
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENT: Wants to Broaden Employment Scope of Ernst & Young
-----------------------------------------------------------------
Tropicana Entertainment LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to expand the scope
of employment of their independent auditor and accounting advisor,  
Ernst & Young LLP, to include tax advisory services.

Pursuant to two Statement of Works the parties agreed on, Ernst &
Young will provide these tax-related services:

   (a) Routine Tax SOW

       * E&Y will provide assistance to the Debtors' tax
         department for routine small projects when these are not
         covered in a separate SOW to the agreement; and

       * E&Y will provide specific tasks that may include
         participating in meetings and telephone calls with the
         Debtors' personnel; participating in meetings and
         telephone calls with taxing authorities and other third
         parties; and reviewing transactional documentation.

   (b) Bankruptcy Tax SOW

       * E&Y will analyze reorganization or restructuring
         alternatives the Debtors are evaluating that may result
         in a change in the equity, capitalization or ownership
         of the company shares or assets;

       * E&Y will assist and advise the Debtors in developing an
         understanding of the tax implications of their
         bankruptcy restructuring alternatives and post-
         bankruptcy operations;

       * E&Y will provide tax advisory services regarding
         availability, limitations and preservation of tax
         attributes, and the validity of tax claims in order to
         determine if the tax amount claimed correctly reflects
         the true tax liability pursuant to applicable tax law;

       * E&Y will analyze legal and other professional fees
         incurred during the bankruptcy period for purposes of
         determining future deductibility of those costs for U.S.
         federal, state and local tax purposes;

       * E&Y will prepare documentation of tax analysis,
         opinions, recommendations, conclusions and
         correspondence for any proposed restructuring
         alternative, bankruptcy tax issue or other tax matters;
         and

       * E&Y will provide advisory services regarding tax
         analysis and research related to acquisitions and
         divestitures, and to tax-efficient domestic
         restructurings.

Ernst & Young will be paid according to its hourly rates and will
be reimbursed for reasonable and necessary expenses.  The firm's
hourly rates are:

    National Executive Director/Principal/Partner   $850
    Executive Director/Principal/Partner            $750
    Manager/Senior Manager                          $480 - $600
    Staff/Senior                                    $150 - $290

                  About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of       
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The Court has extended the Debtors' exclusive period to file a  
plan through and including January 12, 2009, and to solicit votes
on the plan through and including March 13, 2009. (Tropicana
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


US AIRWAYS: PBGC Asks Court to Thrash 2 Claims by Retired Pilots
----------------------------------------------------------------
Bankruptcy Law360 reports that the Pension Benefit Guaranty Corp.
has asked the U.S. District Court for the District of Columbia on
Friday to dismiss two of the 11 claims by US Airways Inc. retired
pilots.

The pilots filed a lawsuit against PBGC accusing it of depriving
1,000 retired US Airways pilots of payments due under the benefits
plan the company took over when the airline filed for bankruptcy,
Bankruptcy Law360 relates.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.

                           *     *     *

As reported in the Troubled company Reporter on July 24, 2008,
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of US Airways Group Inc. to Caa1
from B3 and lowered the ratings of its outstanding corporate debt
instruments and certain Enhanced Equipment Trust Certificates
(EETC).  Moody's lowered the Speculative Grade Liquidity
Assessment to SGL-4 from SGL-3.  The rating outlook is negative.


US FARMS: June 30 Balance Sheet Upside-Down by $2,300,627
---------------------------------------------------------
US Farms Inc.'s consolidated balance sheet at June 30, 2008,
showed $2,494,244 in total assets and $4,794,871 in total
liabilities, resulting in a $2,300,627 stockholders' deficit.

At June 30, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,549,226 in total current assets
available to pay $4,794,871 in total current liabilities.

The company reported a net loss of $104,372 on net sales of
$218,126 for the second quarter ended June 30, 2008, compared with
a net loss of $2,146,394 on net sales of $235,094 in the
corresponding period a year ago.

Revenues for the three months ended June 30, 2008, excluding the
discontinued operations of California Produce Exchange Inc., when
compared to 2007, decreased by $16,968, or 7%, due primarily to a
decrease in Aloe Vera sales, partially offset by an increase in
Palms and cycads sales.

Total operating expenses were $565,040 for the three months ended
June 30, 2008, versus $2,162,652 for the same period in 2007,
which is a decrease of $1,596,612 or 74%.  The decrease in total
operating expenses primarily reflects reduced stock compensation
expense paid to its consultants and employees.

Other expenses decreased $928,053, due primarily to the reversal
of the derivative expense of $936,031 associated with the issuance
of warrants due to the decrease in the company's stock price.

                     Discontinued Operations

On June 10, 2008, the company disclosed that it was divesting
itself of non-performing segments of its produce brokerage segment
which includes tomatoes, asparagus and garlic operations.  
The loss from discontinued operations for the three months ended
June 30, 2008, was $486,289 versus a restated net loss of $55,434
for the same period 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?318b

                       Going Concern Doubt

The company has working capital and accumulated deficits of
$3,245,645 and $25,197,785, respectively, at June 30, 2008.  For
the six months ended June 30, 2008, the company had a net loss
totaling $1,800,864. In addition, the company is in default on
certain of its promissory notes, is in litigation with a
Convertible Debenture holder and a secured note holder, and is in
default and in the litigation process with multiple vendors with
respect to the Perishable Agricultural Commodities Act (PACA).  In
addition, on June 10, 2008, the company announced that it was
divesting itself of non-performing segments of its CPE Produce
Brokerage Segment which includes tomatoes, asparagus and garlic
operations.  

                       About US Farms Inc.

US Farms Inc. (OTC BB: USFI.OB) -- http://www.usfarmsinc.com/--   
is a diversified commercial Farming, Nursery and Brokerage company
based in Southern California.  The company’s principal operations
are located in Southern California in the Imperial Valley, North
County San Diego and Los Angeles.  US Farms Inc. grows, markets
and distributes horticultural products through a number of wholly
owned subsidiaries which include: American Nursery Exchange Inc.
(ANE); California Management Solutions Inc. (CMS); California
Produce Exchange Inc. (CPE); American Aloe Vera Growers Inc.
(AAVG); Imperial Ethanol Inc. (IE); Sammy's Produce Inc. (SPI); US
Ag Transportation Inc (USAT); US Produce Inc. (USPI); Texas Garlic
& Spice Inc. (TGS); US Trading Group, Inc. (USTG); and World
Garlic & Spice Inc. (WGS).


VALLEJO CITY: Loses More Police Officers as Crime Grows Rampant
---------------------------------------------------------------
Three months after it became the largest California city to
declare bankruptcy, the city of Vallejo is facing an exodus of
police officers as residents grow anxious about a surge in
robberies and other crimes, ABI World says, citing a report from
the Sacramento Bee.

Vallejo filed for Chapter 9 protection in May blaming its fiscal
woes on shrinking tax revenue and escalating costs for police and
firefighters.  According to the report, a growing number of
officers are helping to reduce the city's payroll expenses -- by
leaving the police department.  About 25 of its 150 officers have
retired or left for other law enforcement agencies over the past
year, and at least 18 more are in the process of applying for jobs
elsewhere in Northern California, where cops are in high demand,
according to Lt. Richard Nichelman, a department spokesman.

                    About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in      
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.  (Vallejo Bankruptcy News; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VICORP RESTAURANTS: Roster's, Bakers Square Outlets Closed
----------------------------------------------------------
Britt Johnsen of Two St. Cloud (Minn.) reports that VICORP
Restaurants Inc. outlets Roster's Sports Bar and Grill and Bakers
Square in St. Cloud, Minnesota, closed almost four months after
its parent company filed for Chapter 11 bankruptcy.  As of March,
Roster's had 65 employees, according to the report.

Peoria Jounal Star reports that VICORP's Bakers Square Restaurant
at The Shoppes of Grand Prairie and another Bakers Square outlet
in Normal have closed due to financial problems.

WREX.com relates that VICORP Restaurants had disclosed plans of
closing dozens of its restaurants.  VICORP Restaurants operates
about 343 Bakers Square and Village Inn restaurants in 25 states.

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts          
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, and Donna L. Culver, Esq., at
Morris Nichols Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  The Debtors selected The Garden City
Group, Inc. as their claims agent.  Abhilash M. Raval, Esq.,
Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed
Hadley & McCloy LLP, represent the Committee in these case.

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


VISION REAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Vision Real Estate Management, Inc.
        1681 Fernleaf Circle
        Atlanta, GA 30318

Bankruptcy Case No.: 08-77208

Type of Business: Operative Builders

Chapter 11 Petition Date: Sept. 1, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Scott B. Riddle, Esq.
                  Resurgens Plaza, Suite 2250
                  945 East Paces Ferry Road
                  Atlanta, GA 30326
                  Tel: (404) 815-0164
                  Fax: (404) 815-0165
                  Email: sbriddle@mindspring.com

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

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

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


WESTAFF INC: Banks Waive Covenant Default Until September 30
------------------------------------------------------------
Westaff Inc. entered into a Forbearance Agreement with U.S. Bank
National Association and Wells Fargo Bank, National Association,
effective Aug. 27, 2008.  The agreement relates to bank covenant
defaults which occurred on April 19, 2008, under the Financing
Agreement dated Feb. 14, 2008.  Under the terms of this
Forbearance Agreement, the banks have agreed to forebear from
exercising any remedies that they may have against the company as
a result of such events of default through Sept. 30, 2008.

The Troubled Company Reporter reported on Aug. 12, 2008, the terms
of the initial Forbearance Agreement:

   (i) the Lenders and the Agent agreed to forbear from
       exercising any of their default rights and remedies in
       response to the occurrence and continuance of the Event
       of Default commencing on the date of the Forbearance
       Agreement and ending on August 26, 2008,

  (ii) the Borrower agreed to a reduction in the aggregate
       amount of the commitments under the Financing Agreement
       from $50 million to $33 million effective as of June 23,
       2008,

(iii) the Agent agreed to maintain a reserve against the
       revolving credit availability to cover Borrower's payroll
       and payroll tax obligations, (iv) the Borrower agreed to
       pay to the Agent for the ratable benefit of the Lenders a
       one-time forbearance fee in the amount of $50,000.  The
       interest rate applicable to loans made pursuant to the
       Financing Agreement will continue at the default rate
       through the Forbearance Period.

"We agreed to this short-term forbearance while we continue to
work with our banks to develop a longer-term arrangement," Westaff
SVP and CFO Christa Leonard, commented.  "This agreement provides
us additional time while we continue to focus our improving our
financial performance."

Westaff Inc.  (NASDAQ:WSTF) -- http://www.westaff.com-- provides  
staffing services and employment opportunities for businesses in
worldwide markets.  Westaff annually employs in excess of 125,000
people and services more than 20,000 client accounts from 204
offices located throughout the United States, Australia and New
Zealand.


WESTERN NONWOVENS: Sells Manufacturing Plant to HarVest
-------------------------------------------------------
Liz Engel of Knoxville News Sentinel (Tenn) reports that the
Climashield and the Clinton manufacturing facility of Western
Nonwovens Inc. was purchased by private company HarVest, CI.  The
sale is good news for about 35 workers in Clinton.  

Climashield President CEO Ken Hardin and Chicago-based private
investor Jon Vesely purchased the facility to build and expand the
Climashield product, a high-tech insulation used in outdoor
recreation apparel and gear.

Western Nonwovens' other larger division, which made nonwoven
products for auto headliners, upholstery and mattresses, was sold
to Milliken & Co.

                   About Western Nonwovens

Headquartered in Carson, California, Western Nonwovens, Inc. --
http://www.westernnonwovens.com-- manufactures nonwoven materials   
and provides services to industries, including mattress,
automotive, retail apparel, filtration and furniture
manufacturers. Western Nonwovens Inc. and seven of its
affiliates filed voluntary petitions under Chapter 11 on July 14,
2008 (Bankr. D. Del., Case No. 08-11435).  Representing the
Debtors is Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Hahn & Hessen LLP and Montgomery McCraken Walker &
Rhoads LLP represent the Committee in this cases.  The Debtor
selected Epiq Bankruptcy Services LLC as its claims agent.  When
the Debtor filed for protection against its creditors, it listed
assets of $28.4 million and debts of $106.9 million.


WHATELY CDO: Fitch Lowers 'BB+' Rating on $27 Mil. Notes to 'CCC'
-----------------------------------------------------------------
Fitch Ratings downgraded and removed from Rating Watch Negative
seven classes of notes issued by Whately CDO I, Ltd (Whately). The
rating actions are effective immediately:

-- $160,500,625 class A-1A downgraded to 'A-' from 'AA-';
-- $6,000,000 class A-1BF downgraded to 'B-' from 'BBB-';
-- $63,000,000 class A-1BV downgraded to 'B-' from 'BBB-';
-- $27,000,000 class A-2 downgraded to 'CCC' from 'BB+';
-- $12,588,892 class A-3 downgraded to 'C' from 'B+';
-- $4,248,672 class BF downgraded to 'C' from 'CC';
-- $10,608,624 class BV downgraded to 'C' from 'CC'.

Fitch's rating actions reflect the collateral deterioration within
the portfolio, specifically from subprime residential mortgage
backed securities (RMBS).

Whately is a cashflow collateralized debt obligation (CDO) which
closed June 9, 2004, and is managed by Babson Capital Management
LLC.  The reinvestment period ended in June 2007. The portfolio is
composed of primarily of subprime RMBS (38.4%), Alternative-A
(Alt-A) RMBS (20.4%), and Prime RMBS (20.7%).  Subprime RMBS of
the pre-2005, 2005, 2006, and 2007 vintages account for
approximately 13.1%, 4.8%, 17.5%, and 3.0% of the portfolio,
respectively.  Alt-A RMBS of the pre-2005, 2005, 2006 and 2007
vintages account for approximately 11.9%, 2.9%, 2.6%, and 2.9% of
the portfolio, respectively.

Since the last review conducted in November 2007, approximately
34.6% of the portfolio has been downgraded.  The portion of the
portfolio rated below investment grade is now 34.1% while 9.2% of
the portfolio is currently on Rating Watch Negative.

The collateral deterioration has caused each of the class A and B
OC tests to fail their respective triggers.  The failures of these
tests are diverting interest proceeds that would otherwise be
payable to the class A-3, BF and BV notes, to pay down the class
A-1A notes.  Consistent with the current ratings, Fitch expects
the class A-3, BF and BV notes to receive only capitalized
interest payments in the future with no ultimate principal
recovery.

The expected ratings on the class A-1 and A-2 notes address the
timely receipt of scheduled interest payments and the ultimate
receipt of principal per the deal's governing documents.  The
ratings on the class A-3 and B notes address the ultimate receipt
of interest payments and the ultimate receipt of principal per the
deal's governing documents.

Fitch is reviewing its SF CDO approach and will comment separately
on any changes and potential rating impact at a later date.  Fitch
will continue to monitor and review this transaction for future
rating adjustments.


WHITEHALL JEWELLERS: May Use Up to $80MM DIP Fund Until Sept. 23
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware issued a fourt agreed order extending and modifying
debtor-in-possession interim financing order in the bankruptcy
case of Whitehall Jewelers Holdings, Inc. and Whitehall Jewelers
Inc.  The interim order on the DIP fund is extended through
Sept. 23, 2008.

A hearing is set for Sept. 12, 2008, at 10:00 a.m., to consider
final approval of the DIP motion.  The time for filing an
objection has expired as to all parties in interest.

As reported in the Troubled Company Reporter on Aug. 14, 2008,
the Court issued a third agreed order extending and modifying
debtor-in-possession interim financing order in the Debtors'
bankruptcy case.  The interim order on the DIP fund is extended
through Aug. 28, 2008.  The limitation on extensions of credit
under the DIP facility contained in the interim order is increased
to $80,000,000.

The Court also directed the Debtors to set aside $352,190 from the
proceeds of a sale of any of the Debtors' assets located in the
State of Texas or the City of Memphis for the secured claims of
the Texas and Memphis Tax Authorities.

                 First and Second Agreed Orders

On June 24, 2008, the Court signed off the DIP Financing Order.  
On July 18, 2008, the Court entered the agreed order scheduling a
final hearing and extending DIP financing order through July 24.  
A second extension order allowed the Debtors to access the DIP
fund through Aug. 8, 2008.

The Debtors, prepetition secured parties, term lenders, DIP agent,
term loan agent, and counsel to the Official Committee of
Unsecured Creditors have represented to the Court that they have
agreed to (i) further extend the interim order, (ii) enter certain
relief on a final basis, (iii) modify the interim order, and (iv)
reschedule the final hearing in accordance with the terms of the
third agreed order.

                     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.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  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 affiliate, 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, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the  
Committee.

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: Wants Until November 30 to File Chapter 11 Plan
-----------------------------------------------------------------
Wickes Furniture Company Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware to
extend their exclusive periods to:

  -- file a Chapter 11 plan until Nov. 30, 2008, and

  -- solicit acceptances of that plan until Jan. 29, 2009.

A hearing is set for Oct. 14, 2008, at 2:30 p.m., to consider the
motion.  Objections, if any, are due Oct. 7, 2008.

The Debtors relate that they focused most of their attention on
disposing of their inventory and other assets by going-out-of-
business sale as well as the assumption and assignment,
termination and rejection of about 48 leases -- in order to
maximize the value of these assets.  The Debtors say they no
longer have any ongoing retail operations.  Through a real estate
broker, the Debtors are now selling a property in Wheeling,
Illinois.

As of April 30, 2008, the Debtors closed 42 of their 54 stores,
clearance and distribution centers.  The Debtors have now rejected
about 37 of their leases of non-residential real property, assumed
and assigned two leases, and terminated one lease.

The Debtors' exclusive period to file a plan expired on Sept. 1,
2008.

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.  The Debtors' balance sheet showed total assets of
$12,050,311 and total debts of $130,357,703 for the month ended
June 28, 2008.


WHITEHALL JEWELERS: Court Okays Sale of Stores to Michael Hill
--------------------------------------------------------------
According to Bankruptcy Law360, the Hon. Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware granted permission
to Whitehall Jewelers Inc. to sell its stores to New Zealand-based
jeweler Michael Hill International Ltd.

As reported in the Troubled Company Reporter, Whitehall Jewelers
reached a conditional deal with Michael Hill to sell 17 stores in
the Midwest for $5 million.  The 17 stores are mostly around
Chicago, Illinois, with two stores in St. Louis, Missouri.

                     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 as their claims, noticing and
balloting agent.

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.


WOODSIDE GROUP: To File for Bankruptcy by Sept. 16
--------------------------------------------------
Woodside Homes has announced it will file for Chapter 11
bankruptcy reorganization by Sept. 16, Jackonsville Business
Journal reports, citing Big Builder Magazine.

Jackonsville Business Journal relates that representatives at the
company could not be reached for immediate comment.

As reported by the Troubled Company Reporter on August 29, 2008,
several noteholders of Woodside Homes LLC and its affiliates
brought the homebuilder group to involuntary Chapter 11
proceedings before the U.S. Bankruptcy Court for the Central
District of California.

"First and foremost, Woodside continues to operate in the normal
course of business -- paying employees, vendors and
subcontractors, and building and selling homes," assured a
representative of Woodside Homes. The spokesperson added that the
group is still in negotiations with the noteholders and banks,
TheStreet.com relates.

Five noteholders, with John Hancock Life Insurance Company posting
the highest claim amount, asserted a total of $155.9 million in
claims against Woodside Homes.  According to Jackonsville Business
Journal, the petitioners were led by Metropolitan Life Insurance
Co. and John Hancock, and were joined a day later by JP Morgan
Chase, which represents a group of lenders to the company.

Woodside Group LLC and its debtor-affiliates --
http://www.woodside-homes.com/-- are homebuilders.  The Debtor
group, together with several other homebuilders, is continuing to
develop the Inspirada master-planned community in Henderson,
Nevada.

Jackonsville Business Journal said Woodside is Northeast Florida's
22nd largest builder in 2008 based on homes built.  Woodside was
ranked seventh in revenue among private builders with $1 billion
in sales during 2007 and eighth in closings with 2,703,
Jackonsville Business Journal said, citing Big Builder Magazine.

Woodside has built homes in nine different communities in
Northeast Florida, including Emilys Walk in Jacksonville and
Palencia in St. Augustine.

The company and its affiliates were forced into involuntary
Chapter 11 protection by certain of their noteholders on Aug. 20,
2008 (Bankr. C.D. Calif. Lead Case No. 08-20682).  Susy Li, Esq.,
at Bingham McCutchen LLP, represents the Debtors in their
restructuring efforts.


XIOM CORP: June 30 Balance Sheet Upside-Down by $427,982
--------------------------------------------------------
XIOM Corp.'s consolidated balance sheet at June 30, 2008, showed
$2,529,769 in total assets, $2,287,352 in total liabilities, and
$670,399 in common stock, subject to recission rights, resulting
in a $427,982 stockholders' deficit.

For the third quarter ended June 30, 2008, the company had sales
of $903,327 and cost of sales of $458,027.  This is in comparison
to total sales of $256,211 and cost of sales of $174,245 for the
corresponding three month period last year.

The increase in sales and cost of sales for the third quarter of
fiscal 2008 results primarily from an increase in sales of the
XIOM 5000 thermal spray system and related powders compared to the
third quarter of fiscal 2007, which sold only the XIOM 1000
thermal spray system and related powders.  

Net loss decreased to $422,311 for the three months ended June 30,
2008, compared to a net loss of $472,710 during the three months
ended June 30, 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?318c

                       Going Concern Doubt

As of June 30, 2008, the company has a total stockholders' deficit
of approximately $428,000 and incurred a net loss of approximately
$1,944,000 for the nine months ended June 30, 2008.  These factors
raise substantial doubt about the company's ability to continue as
a going concern.

                         About Xiom Corp.

Headquartered in West Babylon, N.Y., Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal   
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.  
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.


* S&P Puts Ratings on 169 ABS Classes on Watch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
169 classes from 74 U.S. cash flow and hybrid collateralized debt
obligation of asset-backed securities (CDO of ABS) and CDO of CDO
transactions on CreditWatch with negative implications.  The
affected classes represent an aggregate original issuance amount
of approximately $19.75 billion.

The CreditWatch placements reflect continued deterioration in the
credit quality of the residential mortgage-backed securities
(RMBS) backing these CDO transactions, as well as a decline in the
credit quality of the CDO transactions that are held or referenced
by the transactions affected by today's actions.  Of the 74 CDO
transactions:

  -- 30 are mezzanine structured finance CDOs, generally defined
     as CDOs of ABS collateralized at origination primarily by 'A'
     and 'BBB' rated tranches of RMBS and other structured finance
     securities;

  -- 36 are high-grade CDOs of ABS, generally defined as CDOs of
     ABS typically collateralized at origination primarily by
     'AAA' through 'A' rated tranches of RMBS and other structured
     finance securities; and

  -- Eight are CDOs of CDOs collateralized predominantly by
     tranches from other CDO transactions.

S&P said "We have previously lowered our ratings on 61 of the
affected classes with ratings placed on CreditWatch negative today
one or more times.  Standard & Poor's expects to resolve the
CreditWatch placements on the affected transactions within the
next few weeks."

Ratings placed on creditwatch negative

Rating

Transaction                      Class      To             From
Acacia CDO 8 Ltd.                D          A-/Watch Neg   A-     
Acacia CDO 8 Ltd.                E          BBB/Watch Neg  BBB    
Acacia CDO 9 Ltd.                A          AAA/Watch Neg  AAA    
Acacia CDO 9 Ltd.                B          AA-/Watch Neg  AA-    
Adirondack 2005-1 Ltd.           B          AA/Watch Neg   AA     
Adirondack 2005-1 Ltd.           C          A/Watch Neg    A      
Adirondack 2005-1 Ltd.           D          BBB/Watch Neg  BBB    
Adirondack 2005-1 Ltd.           E          BB+/Watch Neg  BB+    
Adirondack 2005-2 Ltd.           C          A/Watch Neg    A      
Adirondack 2005-2 Ltd.           D          BBB/Watch Neg  BBB    
Adirondack 2005-2 Ltd.           E          BB+/Watch Neg  BB+    
Altius I Funding Ltd.            C          A/Watch Neg    A      
Altius I Funding Ltd.            D          BBB/Watch Neg  BBB    
Altius I Funding Ltd.            E          BB+/Watch Neg  BB+    
Ambassador Structured Finance    A-1        AAA/Watch Neg  AAA    
CDO Ltd.
Belle Haven ABS CDO 2005-1 Ltd.  A-1        AAA/Watch Neg  AAA    
Belle Haven ABS CDO Ltd.         A1J        A+/Watch Neg   A+     
Belle Haven ABS CDO Ltd.         A1SB-1     AAA/Watch Neg  AAA    
Belle Haven ABS CDO Ltd.         A1SB-2     AAA/Watch Neg  AAA    
Belle Haven ABS CDO Ltd.         A1ST       AAA/Watch Neg  AAA    
Belle Haven ABS CDO Ltd.         A2         B/Watch Neg    B      
Blue Bell Funding Ltd.           ABCP     AAA/A-1+/WtchNeg AAA
Bluegrass ABS CDO II Ltd.        A-1MT-a    AAA/Watch Neg  AAA    
Bluegrass ABS CDO II Ltd.        A-1MT-b    AAA/Watch Neg  AAA    
Broderick CDO 2 Ltd.             A-1AD      AA/Watch Neg   AA     
Broderick CDO 2 Ltd.             A-1AT      AA/Watch Neg   AA     
Buckingham CDO Ltd.              ABCP     AAA/A-1+/WtchNeg AAA
Cascade Funding CDO I Ltd.       A-2        AAA/Watch Neg  AAA    
Cheyne High Grade ABS CDO I Ltd. A-2        AA+/Watch Neg  AA+    
Cheyne High Grade ABS CDO I Ltd. B          A+/Watch Neg   A+     
Cheyne High Grade ABS CDO I Ltd. C          B/Watch Neg    B      
CMO Holdings III Ltd.            A-1        AAA/Watch Neg  AAA    
Coolidge Funding Ltd.            D          BBB/Watch Neg  BBB    
Coolidge Funding Ltd.            E          BB-/Watch Neg  BB-    
Crystal River CDO 2005-1 Ltd.    B          AAA/Watch Neg  AAA    
Crystal River CDO 2005-1 Ltd.    C          AA/Watch Neg   AA     
Crystal River CDO 2005-1 Ltd.    D-1        BBB+/Watch Neg BBB+   
Crystal River CDO 2005-1 Ltd.    D-2        BBB+/Watch Neg BBB+   
Davis Square Funding III Ltd.    A-1LT-a    AAA/Watch Neg  AAA    
Davis Square Funding III Ltd.    A-1LT-b-1  AAA/Watch Neg  AAA    
Davis Square Funding III Ltd.    A-2        AA-/Watch Neg  AA-    
Davis Square Funding III Ltd.    B          BB/Watch Neg   BB     
Davis Square Funding IV Ltd.     A-1LT-a    AAA/Watch Neg  AAA    
Davis Square Funding IV Ltd.     A-1LT-b-1  AAA/Watch Neg  AAA    
Davis Square Funding IV Ltd.     A-2        AA+/Watch Neg  AA+    
Davis Square Funding IV Ltd.     B          BBB+/Watch Neg BBB+   
Davis Square Funding IV Ltd.     E          AAA/Watch Neg  AAA    
Davis Square Funding V Ltd.      B          A+/Watch Neg   A+     
Duke Funding VIII Ltd.           A-1J       AAA/Watch Neg  AAA    
Duke Funding VIII Ltd.           A-2        AA/Watch Neg   AA     
Duke Funding VIII Ltd.           A-3F       BBB-/Watch Neg BBB-   
Duke Funding VIII Ltd.           A-3V       BBB-/Watch Neg BBB-   
Duke Funding VIII Ltd.           Comb Sec 1 BBB-/Watch Neg BBB-   
Duke Funding VIII Ltd.           Comb Sec 2 BBB-/Watch Neg BBB-   
E*Trade ABS CDO III Ltd.         B          AA-/Watch Neg  AA-    
Fort Dearborn CDO I Ltd.         A-1LA Inv  AAA/Watch Neg  AAA    
Fort Sheridan ABS CDO Ltd.       B          AA/Watch Neg   AA     
G Street Finance Ltd.            D          BBB/Watch Neg  BBB    
G Street Finance Ltd.            E          BB+/Watch Neg  BB+    
Gemstone CDO II Ltd.             C          A/Watch Neg    A      
Gemstone CDO II Ltd.             D          A-/Watch Neg   A-     
Gemstone CDO Ltd.                D-1        BBB/Watch Neg  BBB    
Gemstone CDO Ltd.                D-2        BBB/Watch Neg  BBB    
Gemstone CDO Ltd.                E          BB/Watch Neg   BB     
Glacier Funding CDO I Ltd.       C          BBB/Watch Neg  BBB    
Glacier Funding CDO I Ltd.       Pref Shrs  BB-/Watch Neg  BB-    
Glacier Funding CDO III Ltd.     A-2        AA-/Watch Neg  AA-    
G-Star 2004-4 Ltd.               A-2-A      AA/Watch Neg   AA     
G-Star 2004-4 Ltd.               A-2-B      AA/Watch Neg   AA     
G-Star 2004-4 Ltd.               B          A-/Watch Neg   A-     
G-Star 2004-4 Ltd.               C-1-A      BBB/Watch Neg  BBB    
G-Star 2004-4 Ltd.               C-1-B      BBB/Watch Neg  BBB    
G-Star 2004-4 Ltd.               Pref Share BB/Watch Neg   BB     
Hereford Street ABS CDO I Ltd.   A-1        AAA/Watch Neg  AAA    
High Grade Structured Credit CDO C          A/Watch Neg    A      
2005-1 Ltd.
Hillcrest CDO I Ltd.             A-1a       AAA/Watch Neg  AAA    
Hillcrest CDO I Ltd.             A-1b       AAA/Watch Neg  AAA    
Huntington CDO Ltd.              A-2        AAA/Watch Neg  AAA    
Huntington CDO Ltd.              B          A/Watch Neg    A      
Huntington CDO Ltd.              C-1        BBB-/Watch Neg BBB-   
Huntington CDO Ltd.              C-2        BBB-/Watch Neg BBB-   
Ischus CDO I Ltd.                C-1        BBB/Watch Neg  BBB    
Ischus CDO I Ltd.                C-2        BBB/Watch Neg  BBB    
Ischus CDO I Ltd.                Combo Secs BBB/Watch Neg  BBB    
Jupiter High Grade CDO Ltd.      C          BBB/Watch Neg  BBB    
Jupiter High-Grade CDO II Ltd.   C-1C       BBB/Watch Neg  BBB    
Jupiter High-Grade CDO III Ltd.  B          AA/Watch Neg   AA     
Jupiter High-Grade CDO III Ltd.  C          BBB/Watch Neg  BBB    
Kent Funding Ltd.                A-1        AA+/Watch Neg  AA+    
Kent Funding Ltd.                A-2        BBB/Watch Neg  BBB    
Kent Funding Ltd.                ABCP       AA+/A-1+/Watch AA+
                                             Neg
Kent Funding Ltd.                B          B-/Watch Neg   B-     
Kleros Preferred Funding II Ltd. A1         AAA/Watch Neg  AAA    
Kleros Preferred Funding Ltd.    C          A-/Watch Neg   A-     
Kleros Preferred Funding Ltd.    D          BBB/Watch Neg  BBB    
Klio II Funding Ltd.             B          A/Watch Neg    A      
Klio II Funding Ltd.             C          BBB+/Watch Neg BBB+   
Klio II Funding Ltd.             Pref Shrs  BB+/Watch Neg  BB+    
Laguna ABS CDO Ltd.              A1J        AAA/Watch Neg  AAA    
Laguna ABS CDO Ltd.              A2         AA/Watch Neg   AA     
Laguna ABS CDO Ltd.              A3         BBB-/Watch Neg BBB-   
Laguna ABS CDO Ltd.              Class 1 Co BBB-/Watch Neg BBB-   
Laguna ABS CDO Ltd.              Pref Share CCC/Watch Neg  CCC    
Lakeside CDO II Ltd.             C          BBB/Watch Neg  BBB    
Lexington Capital Funding Ltd.   A-1ANV     AAA/Watch Neg  AAA    
Lexington Capital Funding Ltd.   A-1AV      AAA/Watch Neg  AAA    
Lexington Capital Funding Ltd.   A-1B       AAA/Watch Neg  AAA    
Marathon Structured Finance CDO  A-2        AAA/Watch Neg  AAA    
I Ltd.
Marathon Structured Finance CDO  B          AA/Watch Neg   AA     
I Ltd.
Marathon Structured Finance CDO  C          A/Watch Neg    A      
I Ltd.
McKinley Funding Ltd.            A-1        AA+/Watch Neg  AA+    
McKinley Funding Ltd.            ABCP    AAA/A-1+/WatchNeg AAA/
                                                           A-1+
Millerton ABS CDO Ltd.           A-2        AAA/Watch Neg  AAA    
Monroe Harbor CDO 2005-1 Ltd.    A-1A       AAA/Watch Neg  AAA    
Monroe Harbor CDO 2005-1 Ltd.    A-1B       AAA/Watch Neg  AAA    
Monroe Harbor CDO 2005-1 Ltd.    A-2        AA-/Watch Neg  AA-    
Monroe Harbor CDO 2005-1 Ltd.    B          A+/Watch Neg   A+     
Nautilus RMBS CDO I Ltd.         CF         BB/Watch Neg   BB     
Nautilus RMBS CDO I Ltd.         CV         BB/Watch Neg   BB     
Nautilus RMBS CDO II Ltd.        A-1J       AAA/Watch Neg  AAA    
Nautilus RMBS CDO II Ltd.        A-2        AA/Watch Neg   AA     
Neptune CDO 2004-1 Ltd.          A-1LB      AA/Watch Neg   AA     
Neptune CDO 2004-1 Ltd.          A-2L       BBB-/Watch Neg BBB-   
Neptune CDO 2004-1 Ltd.          A-3L       BB/Watch Neg   BB     
Paragon CDO Ltd.                 A          AAA/Watch Neg  AAA    
Paragon CDO Ltd.                 B          AA-/Watch Neg  AA-    
Paragon CDO Ltd.                 C          BBB/Watch Neg  BBB    
Parkridge Lane Structured        E          BB/Watch Neg   BB     
Finance Special Opportunities
CDO I Ltd.
Pioneer Valley Structured Credit C          A-/Watch Neg   A-
CDO I Ltd.
Pioneer Valley Structured Credit D          BBB/Watch Neg  BBB    
CDO I Ltd.
Reservoir Funding Ltd.           A-2        AAA/Watch Neg  AAA    
Reservoir Funding Ltd.           B          A/Watch Neg    A      
Reservoir Funding Ltd.           C          BBB/Watch Neg  BBB    
Reservoir Funding Ltd.           D          BB-/Watch Neg  BB-    
Revelstoke CDO I Ltd.            A-3        A/Watch Neg    A      
Saturn Ventures II Ltd.          A-2        AA+/Watch Neg  AA+    
Saturn Ventures II Ltd.          A-3        AA-/Watch Neg  AA-    
Saturn Ventures II Ltd.          B          BBB-/Watch Neg BBB-   
South Coast Funding V Ltd.       C-1        BBB-/Watch Neg BBB-   
South Coast Funding V Ltd.       C-2        BBB-/Watch Neg BBB-   
South Coast Funding VI Ltd.      B          AA/Watch Neg   AA     
South Coast Funding VI Ltd.      C          BBB/Watch Neg  BBB    
STAtic ResidenTial CDO 2005-A    A-2        AAA/Watch Neg  AAA    
Ltd.
Stone Tower CDO II Ltd.          A-3L       A/Watch Neg    A      
Stone Tower CDO Ltd.             A-3L       A/Watch Neg    A      
Stone Tower CDO Ltd.             B-1L       BBB/Watch Neg  BBB    
Streeterville ABS CDO Ltd.       C-1        A-/Watch Neg   A-     
Streeterville ABS CDO Ltd.       C-2        A-/Watch Neg   A-     
Summer Street 2004-1 Ltd.        A-2        AA/Watch Neg   AA     
Summer Street 2005-HG1 Ltd.      A-2        AA+/Watch Neg  AA+    
TABS 2004-1 Ltd.                 A-2        AAA/Watch Neg  AAA    
Toro ABS CDO I Ltd.              B          BBB+/Watch Neg BBB+   
Toro ABS CDO I Ltd.              C          BB+/Watch Neg  BB+    
Tricadia CDO 2005-3 Ltd.         A-3L       A/Watch Neg    A      
Tricadia CDO 2005-3 Ltd.         B-1L       BBB/Watch Neg  BBB    
Trinity CDO Ltd.                 A-2        AAA/Watch Neg  AAA    
Trinity CDO Ltd.                 A-3        A+/Watch Neg   A+     
Trinity CDO Ltd.                 B          BBB+/Watch Neg BBB+   
Trinity CDO Ltd.                 C-1        BB+/Watch Neg  BB+    
Trinity CDO Ltd.                 C-2        BB+/Watch Neg  BB+    
Vermeer Funding II Ltd.          C-1        BBB/Watch Neg  BBB    
Vermeer Funding II Ltd.          C-2        BBB/Watch Neg  BBB    
Vermeer Funding II Ltd.          Combo Secs BBB-/Watch Neg BBB-   
Witherspoon CDO Funding Ltd.     C          BBB-/Watch Neg BBB-   
Witherspoon CDO Funding Ltd.     Combo Secs BBB+/Watch Neg BBB+   
Witherspoon CDO Funding Ltd.     D          B+/Watch Neg   B+     
Zais Investment Grade Ltd. IX    A-2        AAA/Watch Neg  AAA    
Zais Investment Grade Ltd. VI    B-1        A-/Watch Neg   A-
Zais Investment Grade Ltd. VI    B-2        A-/Watch Neg   A-


* Arizona Discloses List of Homebuilders in Financial Trouble
-------------------------------------------------------------
The Arizona Department of Real Estate said these home builders are
in financial trouble:

Cachet-Brisas LLC               Jackson Properties
Element Homes                   Element Homes
Randall Martin Homes            Empire Residential Sales, L.P.
Silverbel Vistas,Inc.           Verde Highlands LLC
Crestview 48 LLC                Premiere Acquistions LLC
Empire Residential Sales L.P.   Lighthouse Land & Development LLC
Sunwest/Stratland               Zacher Homes
Elite Homes                     Randall Martin Homes
Sun River Mesa Condo            Suntide West, LLC
Cachet-Caletas, LLC             Cachet-North Vistancia LLC
47 Maryland Development, LLC    Cambria Homes
Classic Communities             Empire Land/KB Homes
Ponticello,LLC                  V & M Homes, LLC
Village at Surrey Hills, LLC    Zacher Homes
Zacher Homes                    Sierra Pacific Homes LLC
Sierra Pacific Homes LLC        Sierra Pacific Homes LLC
Quantum at Troon North          American Partnership, LLC/Keystone
Elite Homes                     Randall Martin Homes
Ducati Homes                    Ducati Homes
River Elks, LLC                 Santa Rita Townhomes LLC
Tucson Copper Hills Estates LLC Enchanted Canyon LLC
Sierra Pacific Homes LLC        Tousa/Engle Homes

To view the complete details of the list, visit:
http://ResearchArchives.com/t/s?318d


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Ziegler Enterprises III, LLC
   Bankr. S.D. Tex. Case No. 08-35663
      Chapter 11 Petition filed August 29, 200
         Filed as Pro Se

In Re Ralf Horn
   Bankr. N.D. Calif. Case No. 08-54753
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/canb08-54753.pdf

In Re Sherman & Boone Associates, Inc.
      dba Sherman & Boone Real Estate
   Bankr. N.D. Calif. Case No. 08-54762
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/canb08-54762.pdf

In Re Home Escapes, LLC
   Bankr. D. Conn. Case No. 08-32786
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/ctb08-32786.pdf

In Re Arm, LLC
   Bankr. D.C. Case No. 08-00577
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/dbc08-00577.pdf

In Re Lemma's Group, LLC
   Bankr. D.C. Case No. 08-00578
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/dcb08-00578.pdf

In Re Adolfo L. Narvaez
   Bankr. M.D. Fla. Case No. 08-13006
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/flmb08-13006.pdf

In Re Pain Management Center of Southern Indiana, P.C.
   Bankr. S.D. Ind. Case No. 08-10555
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/insb08-10555.pdf

In Re Comprehensive Spine Care, P.C.
   Bankr. S.D. Ind. Case No. 08-10557
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/insb08-10557.pdf

In Re Pain Management & Surgery Center of Southern Indiana, Inc.
   Bankr. S.D. Ind. Case No. 08-10560
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/insb08-10560.pdf

In Re DW Group, LLC
   Bankr. E.D. Mich. Case No. 08-60822
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/mieb08-60822.pdf

In Re Sinking Springs Outparcel, LP
   Bankr. D. N.J. Case No. 08-26159
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26159.pdf

In Re Jesal Patwari
   Bankr. D. N.J. Case No. 08-26178
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26178.pdf

In Re Shapat, Inc.
      dba Subway
   Bankr. D. N.J. Case No. 08-26181
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26181.pdf

In Re Patwari, LLC
      dba Subway
   Bankr. D. N.J. Case No. 08-26184
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26184.pdf

In Re Shapat 2, LLC
      dba Subway
   Bankr. D. N.J. Case No. 08-26186
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26186.pdf

In Re Shapat 3, LLC
      dba Subway
   Bankr. D. N.J. Case No. 08-26188
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26188.pdf

In Re Deal Road Land Holdings, LLC
   Bankr. D. N.J. Case No. 08-26200
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/njb08-26200.pdf

In Re John Michael Heizer
      aka Mike Heizer
      dba Animas River RV Park
   Bankr. D. N.M. Case No. 08-12810
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/nmb08-12810.pdf

In Re Scott Kessler
   Bankr. M.D. Penn. Case No. 08-52396
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/pamb08-52396.pdf

In Re Jay R. Stuck & Janet C. Stuck
   Bankr. W.D. Penn. Case No. 08-25643
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/pawb08-25643.pdf

In Re Sycamore Property Investments, LLC
   Bankr. E.D. Virginia Case No. 08-34117
      Chapter 11 Petition filed August 27, 2008
         Filed as Pro Se

In Re Balstar Management, LLC
   Bankr. E.D. Va. Case No. 08-34116
      Chapter 11 Petition filed August 27, 2008
         Filed as Pro Se

In Re Desert Valley Developments, LLC
   Bankr. D. Ariz. Case No. 08-11222
      Chapter 11 Petition filed August 27, 2008
         Filed as Pro Se

In Re Greenz Restaurants, LLC
      fdba Grenz Salads for z'adventurous
      dba Greenz Salads
   Bankr. N.D. Tex. Case No. 08-34242
      Chapter 11 Petition filed August 27, 2008
         See http://bankrupt.com/misc/txnb08-34242.pdf

In Re International Chariot Co., LLC
   Bankr. C.D. Calif. Case No. 08-16436
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/cacb08-16436.pdf

In Re David V. Thomas
   Bankr. C.D. Calif. Case No. 08-23764
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/cacb08-23764.pdf

In Re Diana K. Saunders
   Bankr. S.D. Fla. Case No. 08-22409
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/flsb08-22409.pdf

In Re LDI Landscaping, Inc.
      aka LDI Cos.
   Bankr. M.D. Ga. Case No. 08-52352
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/gamb08-52352.pdf

In Re Delta-Tech, Inc.
   Bankr. N.D. Ohio Case No. 08-16666
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/ohnb08-16666.pdf

In Re John K. Moorhead
      aka Webworks
   Bankr. E.D. Calif. Case No. 08-32176
      Chapter 11 Petition filed August 28, 2008
         Filed as Pro Se

In Re Carolina Barabad Cruz
   Bankr. S.D. Calif. Case No. 08-08310
      Chapter 11 Petition filed August 28, 2008
         Filed as Pro Se

In Re Chad Duncan Lance
   Bankr. D. S.C. Case No. 08-05260
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/scb08-05260.pdf

In Re decisioning.com, Inc.
   Bankr. D. S.C. Case No. 08-05263
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/scb08-05263.pdf

In Re John C. Smith
      dba Smith Truck Salvage & Wrecker
   Bankr. M.D. Tenn. Case No. 08-07732
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/tnmb08-07732.pdf

In Re Roy Daniel Webb
      aka R. Dan Webb
      aka Dan Webb
      aka Roy D. Webb
   Bankr. M.D. Tenn. Case No. 08-07741
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/tnmb08-07741.pdf

In Re Las Rosas Mexican Grill, L.L.C.
   Bankr. S.D. Tex. Case No. 08-35576
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/txsb08-35576.pdf

In Re Las Rosas Mexican Grill II, LLC
      aka Las Rosas Mexican Restaurant II, LLC
   Bankr. S.D. Tex. Case No. 08-35579
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/txsb08-35579.pdf

In Re Mid Atlantic Construction Services, Inc.
   Bankr. E.D. Va. Case No. 08-15208
      Chapter 11 Petition filed August 28, 2008
         See http://bankrupt.com/misc/vaeb08-15208.pdf

In Re Sunset Bay Villas, LLC
   Bankr. S.D. Ala. Case No. 08-13224
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/alsb08-13224.pdf

In Re Inland Pacific Investments, LLC
   Bankr. C.D. Calif. Case No. 08-21431
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/cacb08-21431.pdf

In Re Buffets Restaurants Holdings, Inc.
      aka Old Country Buffet
      aka Country Buffet
      aka Ryan's Family Steakhouse
      aka HomeTown Buffet
      aka Ryan's
   Bankr. D. Del. Case No. 08-12023
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/deb08-12023.pdf

In Re Victor Enahoro & Chidi M. Enahor
   Bankr. S.D. Fla. Case No. 08-22513
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/flsb08-22513.pdf

In Re Total Entertainment Group USA, Inc.
   Bankr. D. Ks. Case No. 08-12210
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/ksb08-12210.pdf

In Re Michigan Head & Neck Institute, P.C.
   Bankr. E.D. Mich. Case No. 08-61075
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/miewb08-61075.pdf

In Re Arthur M. Drakulic & Denise M. Drakulic
      dba AMD Paper Salvage
   Bankr. W.D. Penn. Case No. 08-25740
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/pawb08-25740.pdf

In Re Cynthia L. Porter
      aka Cynthia L. Johnson
      aka Cynthia P. Johnson
   Bankr. W.D. Penn. Case No. 08-25763
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/pawb08-25763.pdf

In Re St. James Church Home of Fresh Start
      dba St. James Home of Fresh Start
      dba St. James HOFS
      dba St. James Holy Church
      dba St. James United Holy Church
   Bankr. M.D. N.C. Case No. 08-11380
      Chapter 11 Petition filed August 29, 2008
         Filed as Pro Se

In Re Ralph Edward Harris
      aka R.E. Harris
   Bankr. N.D. Ga. Case No. 08-76914
      Chapter 11 Petition filed August 29, 2008
         Filed as Pro Se

In Re Ralph Edward Harris
      aka R.E. Harris
   Bankr. N.D. Ga. Case No. 08-76914
      Chapter 11 Petition filed August 29, 2008
         Filed as Pro Se

In Re I&M, LLC Trustee of Alicia's Glass
      dba Alicia's Glass, A California Business Trust
      dba Jose Islas Granados
   Bankr. C.D. Calif. Case No. 08-16466
      Chapter 11 Petition filed August 29, 2008
         Filed as Pro Se

In Re Belle Cachet, Ltd.
   Bankr. S.D. Tex. Case No. 08-35671
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/txsb08-35671.pdf

In Re William K. Lennon, Sr. & Doris M. Lennon
   Bankr. E.D. Va. Case No. 08-50999
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/vaeb08-50999.pdf

In Re James Alfred Bredlau & Brenda Lee Bredlau
   Bankr. W.D. Wis. Case No. 08-14527
      Chapter 11 Petition filed August 29, 2008
         See http://bankrupt.com/misc/wiwb08-14527.pdf

In Re VAL Holdings, LLC
   Bankr. S.D. Tex. Case No. 08-35785
      Chapter 11 Petition filed September 1, 2008
         See http://bankrupt.com/misc/txsb08-35785.pdf

In Re Edward R. Gilliam
   Bankr. C.D. Calif. Case No. 08-21633
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/cacb08-21633.pdf

In Re Heritage Point, Inc.
   Bankr. N.D. Ga. Case No. 08-77374
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/ganb08-77374.pdf

In Re Oak Valley Court, Inc.
   Bankr. N.D. Ga. Case No. 08-77375
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/ganb08-77375.pdf

In Re Page-Bilt Construction & Development, LLC
   Bankr. N.D. Ga. Case No. 08-77450
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/ganb08-77450.pdf

In Re Harris & Cahoon Enterprise, LLC
   Bankr. S.D. Ga. Case No. 08-20882
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/gasb08-20882.pdf

In Re Barriga Cheia, Inc.
      dba Brazzille
   Bankr. D. Mass. Case No. 08-16595
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/mab08-16595.pdf

In Re Community Comprehensive Lerning Center, Inc.
   Bankr. E.D. Penn. Case No. 08-15581
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/paeb08-15581.pdf

In Re Jermaine Aaron Davis
   Bankr. C.D. Calif. Case No. 08-16547
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Jay Jack Dana
   Bankr. D. Nevada Case No. 08-20079
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Vernon Lestagez
      dba V.L. Enterprise
      dba Lestage Management
      dba LTManagement
   Bankr. N.D. Ga. Case No. 08-77390
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Eric James Nicoll
   Bankr. N.D. Ga. Case No. 08-77342
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Victoria Bruder, Inc.
dba Scorpio's Steak House
   Bankr. D. N.J. Case No. 08-26604
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Unlimited Investments, Inc.
   Bankr. N.D. Ga. Case No. 08-77344
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re Johnson Chapel Community Church, Inc.
   Bankr. N.D. Tex. Case No. 08-34462
      Chapter 11 Petition filed September 2, 2008
         Filed as Pro Se

In Re CityNap, Ltd.
      fka SA-Nap, Ltd.
   Bankr. W.D. Tex. Case No. 08-52606
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/txwb08-52606.pdf

In Re TV Bellevue, LLC
      fdba Trader Vic's
   Bankr. W.D. Wash. Case No. 08-15649
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/wawb08-15649.pdf

In Re Mills Enterprises, Inc.
      dba Spencers Abbey Carpet
   Bankr. W.D. Wash. Case No. 08-15650
      Chapter 11 Petition filed September 2, 2008
         See http://bankrupt.com/misc/wawb08-15650.pdf


                             *********

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.

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